TCR_Public/040721.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 21, 2004, Vol. 8, No. 150

                           Headlines

ADVANCED X-RAY: Case Summary & 20 Largest Unsecured Creditors
ADVANTAGE INVESTORS: Case Summary & Largest Unsecured Creditors
AFTON FOOD: Secures Protection Under the CCAA through August 15
AIR CANADA: Reports Status of Monitor's Claims Review
ALARIS MEDICAL: Cardinal Health Discloses 64.6% Equity Stake

ALEXUS INTERNATIONAL: Case Summary & Largest Unsecured Creditors
ALPINE III: S&P Assigns Preliminary Low-B Ratings to Classes D & E
AMERICAN COMPUTERS: Richard Diamond Named as Chapter 11 Trustee
ARCADIA PARTNERS: Has Until July 29 to File Bankruptcy Schedules
ARTIFACT ENTERTAINMENT: Case Summary & 16 Unsecured Creditors

AVAYA: Appoints Geoffrey Baird as VP for Communications Appliances
B'NEI IZHAK: Status & Scheduling Conference Set for August 26
CAL WESTERN PRODUCE: Case Summary & 5 Largest Unsecured Creditors
CANDESCENT TECH: Taps Ladas & Parry as Patent Counsel
CATHOLIC CHURCH: Wants to Maintain Existing Bank Accounts

CORNING INC: Posts Better Than Expected Second Quarter Results
COVANTA: Wants Court to Disallow & Expunge Various Big Claims
CREDIT SUISSE: Fitch Affirms Junk Ratings on 1997-C2 Classes H & I
CROMPTON: Commences Cash Tender Offer for 8.50% and 6.125% Notes
CURATIVE HEALTH: Will Discuss Q2 Financial Results on August 4

DELTA AIR LINES: S&P Junks Corp. Debt Rating with Negative Outlook
DISTINCTIVE DEVICES: Liquidity Strained Despite Financing Efforts
DIXIE LAND FARMS: Voluntary Chapter 11 Case Summary
DOMAN INDUSTRIES: Western Forest Acquires Solid Wood Assets
DUANE READE: Net Sales Increase 2.8% to $365 Mil. in 2nd Quarter

ECOSYSTEMS LAND: Employs Wolff Hill as General Counsel
ELANTIC TELECOM: Files Voluntary Chapter 11 Petition in Virginia
ELANTIC TELECOM: Case Summary & 20 Largest Unsecured Creditors
ENRON CORP: Fitch Withdraws D Ratings Following Plan Confirmation
ENRON: Atlantic India Proposes to Disburse Offshore Sale Proceeds

ENRON CORP: Asks Court to Approve Reliant Settlement Agreement
ERN LLC: Trustee Hires Jonathan Bruns as Special Consultant
FASTNET: Expects To File Liquidation Plan No Later Than Aug. 31
FLEMING: Asks Court to Okay Distributors Pension Trust Settlement
FLEXTRONICS: Reports Improved June 2004 Quarter Net Sales & Income

FOOTSTAR INC: Creditors' Proofs of Claim are Due by July 30
FOREST OIL: James D. Lightner Joins Board of Directors
FURNAS COUNTY: Wants to Decide Leases through September 30
GENTEK INC: Ramanlal Patel Acquires 15,000 Equity Stake
GLOBAL CROSSING: AGX Trustee Retains Morris Nichols as Counsel

GLOBALSTAR TELECOMMUNICATIONS: 341(a) Meeting Set for August 6
GRUPO TMM: Pre-Packaged Plan Consent Solicitation Expires Tomorrow
HOME CARE: Case Summary & List of 9 Largest Unsecured Creditors
INFOUSA INC: Achieves Record Revenues for Second Quarter 2004
INTERPUBLIC GROUP: Hires Jerome Leshne as VP -- Financial Planning

JEAN COUTU GROUP: S&P Rates $250MM Senior Unsecured Notes at B
KAISER: Noranda & Century Get Green Light for Bauxite/Alumina Buy
LOGISTICS MANAGEMENT: Enters Joint Venture With Y2 Ultra-Filter
LUBY'S INC: Board Approves Headquarters Relocation to Houston
MIRANT CORP.: Court Authorizes Depositions of Five Tax Assessors

NATIONAL CENTURY: Aprahamian Wants to Buy Lincoln Clinic for $4.5M
NATIONSLINK FUNDING: S&P Raises & Affirms Series 1999-1 Ratings
NATIONSLINK: Fitch Affirms 1999-SL Classes F & G Ratings at Low-Bs
NEP INC: Standard & Poor's Rates Corporate Credit at B
NET PERCEPTIONS: Appoints G. Delzanno as New Independent Director

NEW CENTURY: Banks Agree to Increase Subsidiaries' Credit Line
NEW WORLD PASTA: Look for Schedules & Statements This Week
NEW WORLD PASTA: US Trustee Names 7-Member Creditors' Committee
NEWMARKET TECHNOLOGY: Alerts Stockholders on New Name & Symbol
NIR DIAGNOSTICS: Grants Stock Options to 6 Outside Directors

OWENS CORNING: Futures Representative Asks Court to Quash Subpoena
PACIFIC ENERGY: Declares Cash Distribution for Second Quarter
PARMALAT CANADA: Completes CN$610 Million Refinancing
PG&E NATIONAL: ET Debtors Want to Pay Key Employee Bonuses
PHAR-MOR INC: Continues to Make Distributions According to Plan

PNC FINANCIAL: Fitch Places Low-B Ratings on CreditWatch Positive
QWEST COMMUNICATIONS: Expands World Vision Contract
RAVEN MOON: Shareholders' Meeting Set for Aug. 12 in Orlando, Fla.
RBX CORPORATION: Court Establishes August 23 Claims Bar Date
RCN CORP: Creditors' Committee Wants Milbank Tweed as Counsel

RELIANCE: Omni Offers SG$1,000,000 for Reliance National Asia
ROXBOROUGH: U.S. Trustee Appoints 6-Member Creditors' Committee
SCIQUEST INC: Trinity Ventures to Acquire Company by July 27
SIX FLAGS: Q2 Weak Performance Prompts S&P's Negative CreditWatch
SKYTERRA COMMS: Motient Corp. Prepays $22.6MM Promissory Note

SOLUTIA: Wants to Employ Colliers Turley as Real Estate Broker
SOUTHERN STRUCTURES: Has Until July 29, 2004 to File Schedules
STANADYNE CORP: 10.25% Senior Sub. Notes Subject to Tender Offer
TANGO INCORPORATED: Schedules Conference Call for Tomorrow
TEENFORM ASSOCIATES: First Creditors' Meeting Set for August 4

TENET HEALTHCARE: Selling Four Los Angeles-Area Hospitals to AHMC
TENFOLD CORP: Expects Substantial Operating Profits in Q2 2004
TENFOLD CORP: Forges New Customer Relationship with Stoneworkz
TRUMP IRON WORKS: Case Summary & 20 Largest Unsecured Creditors
TXU: Sells Fuel Subsidiary for $500 Mil. to Retire Short-Term Debt

UNICCO SERVICE: S&P Withdraws Low-B and Junk Debt Ratings
UNIFLEX: Turns to Corporate Revitalization as Crisis Managers
UNITED AIRLINES: Wants to Estimate Always Travel, et al., Claims
VACS AMERICA: Section 341(a) Meeting Slated for July 28, 2004
VITAL BASICS: Wants Open-Ended Lease Decision Deadline

VITAL BASICS: 6-Member Unsecured Creditors' Committee Appointed
VIVENTIA: Files Second Amended & Restated Preliminary Prospectus
W.R. GRACE: Creditors' Committee Backs PI Claims Litigation
WAREHOUSE 1032: Case Summary & 2 Largest Unsecured Creditors
WEIRTON: FW Holdings & Weirton Venture Convert Cases To Chapter 7

WESTERN PACIFIC: Has Until Friday to File Bankruptcy Schedules
WESTPOINT STEVENS: Lays 0ff 85 Workers in Long View Plant
WOMEN FIRST: Deadline to File Proofs of Claim is August 31
WORLDCOM INC: MCI And Ex-Officers Settle 401(K) Suit For $51 Mil.
YOUTHSTREAM MEDIA: Agrees to Acquire Kentucky Steel Producer

* Marvin Traub Joins Compass Advisers as Advisory Director

* Upcoming Meetings, Conferences and Seminars

                           *********

ADVANCED X-RAY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Advanced X-Ray, Inc.
        1735 Enterprise Drive
        Buford, Georgia 30518

Bankruptcy Case No.: 04-71349

Type of Business: The Debtor offers a full line of X-ray
                  systems, enclosures, and material handling
                  systems to provide inspection solutions.
                  See http://www.advancedx-ray.com/

Chapter 11 Petition Date: July 13, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

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

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bosello High Technology       Trade Debt                $310,000
VIA Confalonieri
19 21013 Gallarate
Varese, Italy

Roy R. Whiteman               Loan                      $229,386

Thales Components Corp.       Trade Debt                $110,499

Wells Fargo Bank              Trade Debt                $103,342

V. J. Technologies, Inc.      Trade Debt                $100,000

Energy Beam Shielding, LLC    Trade Debt                 $92,889

BB&T Bankcard Corp.           Credit card debt           $87,146

American Express              Credit card debt           $86,542

Perkin Elmer Optoelectronics  Trade Debt                 $75,641

American Express              Line of credit             $64,123

Pacific Scientific                                       $57,000

MRP Associates, LLC           Rent                       $43,749

Hopewell Designs, Inc.        Trade Debt                 $27,920

X-R-I Testing                 Trade Debt                 $27,265

Joe Hammond                   Trade Debt                 $25,600

Southern Metalcraft, Inc.     Trade Debt                 $25,119

North Star Imaging, Inc.      Trade Debt                 $17,740

Simco Technologies, Inc.      Trade Debt                 $16,151

Viscom, Inc.                  Rent                       $11,760

Kaiser Systems, Inc.          Trade Debt                 $11,251


ADVANTAGE INVESTORS: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Advantage Investors Mortgage Corporation
        245 Commerce Green, Suite 210
        Sugar Land, Texas 77478

Bankruptcy Case No.: 04-39892

Type of Business: The Debtor is a mortgage banker.

Chapter 11 Petition Date: July 13, 2004

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsels: Jason M. Rudd, Esq.
                   Kyung Shik Lee, Esq.
                   Diamond McCarthy Taylor & Finley, LLP
                   909 Fannin, Suite 1500
                   Houston, TX 77010
                   Tel: 713-333-5100

Total Assets: $46,512

Total Debts:  $2,489,032

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Residential Funding (RFC)     Correspondent             $735,753
One Meridian Crossings        Agreement
Suite 100
Minneapolis, MN 55423

Fannie Mae                    Trade vendor               $33,317

QC Mortgage Services, Inc.    Trade vendor               $16,501

Moneyline Telerate            Trade vendor                $8,335

Federal Express               Trade vendor                $8,012

Drainer, Marianne             Commissions                 $7,102

United Guaranty Services,     Trade vendor                $7,015
Inc.

Ferrell, Nancy                Commissions                 $4,485

SBC Long Distance             Trade vendor                $4,065

Alltel                        Trade vendor                $3,047

UPS                           Trade vendor                $2,825

First American Credco         Trade vendor                $2,761

Blovits, Jeffrey              Commissions                 $2,658

Olson, Darrin                 Commissions                 $2,497

Feldheim, Tina                Commissions                 $2,067

First American Flood          Trade vendor                $1,992

TXU Energy                    Trade vendor                $1,683

Rock Tenn Company             Trade vendor                $1,487

Usher, Sharon                 Commissions                 $1,421

Countrywide Home Loans        Trade vendor                $1,311


AFTON FOOD: Secures Protection Under the CCAA through August 15
---------------------------------------------------------------
On July 12th, Afton Food Group Ltd. (TSX VENTURE:AFF) intended to
apply for protection under the Bankruptcy and Insolvency Act
(Canada) in response to the demand and Notice of Intention to
Enforce Security which was issued by the Company's secured lenders
on the basis that the Company was in default of certain provisions
of the lending agreement. The Company was successful in obtaining
protection under the BIA application effective July 13th, 2004.

As part of this previous announcement, the Company also intended
to follow the BIA application with a subsequent application to
obtain restructuring protection under the Companies' Creditors
Arrangement Act (Canada). Effective July 16, 2004, the Company
obtained a court order continuing the proceedings commenced under
the BIA application under the CCAA. This means that the Company's
restructuring will now proceed under the CCAA. The initial CCAA
order expires on August 15, 2004. The Company's application was
supported by their senior lenders, which include Rabobank
Nederland Canadian Branch, Credit Union Central of Ontario and
HEPCOE Credit Union Limited that the Company.

                    About Afton Food Group

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

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


AIR CANADA: Reports Status of Monitor's Claims Review
-----------------------------------------------------
Air Canada reports that, since the issuance of the Claims
Procedure Order in September 2003, the Canadian Monitor has
received over 8,700 claims aggregating CN$110,000,000,000.  
Pursuant to discussions with the Monitor, certain claimants
withdrew their Claims, reducing the total asserted amounts to
CN$103,000,000,000.

The Applicants outline the status of Claims received for
distribution purposes (Net of Claims withdrawn):

(In CN$ millions)

                          Claims
                Claims   Accepted
                Filed    to Date    Claims in Dispute
              (Initial    (Final    -----------------     Claims
                Claim      Claim   Amt per    Amt per      Under
               Amount)     Value)  Claimant  Air Canada   Review
             ---------  ---------  --------- ----------  ---------
Aircraft      $5,028.8     $577.3   $2,165.5     $825.8     $905.3
Creditors
Bondholders    3,229.7    1,274.9    1,856.8    1,768.7        0.0
Employee       7,387.2        0.1      204.9        0.1    7,149.9
Litigation    83,459.3        8.9   72,730.4        0.3        0.0
Long-Term Debt 1,698.6      403.9      440.9      188.2      136.9
Supplier       1,869.3       31.7      407.1      135.3    1,346.0
Trade Creditors  311.9      211.7       46.0       41.1        0.0
Other            275.1        9.3       13.8        0.0        0.0
             ---------  ---------  ---------  ---------  ---------
   Total    $103,259.9   $2,517.8  $77,865.4   $2,959.5   $9,538.1
             =========  =========  =========  =========  =========

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)


ALARIS MEDICAL: Cardinal Health Discloses 64.6% Equity Stake
------------------------------------------------------------
Cardinal Health, Inc., beneficially owns 46,643,209 shares of the
common stock of ALARIS Medical, Inc., representing 64.6% of all
outstanding common shares.  

Cardinal Health, Inc., is the leading provider of products and
services supporting the health care industry. Through a number of
wholly owned subsidiaries, Cardinal Health provides a variety of
health care related products and services. Cardinal Health's
principal executive offices are located at 7000 Cardinal Place,
Dublin, Ohio 43017.

On May 18, 2004, Cardinal Health, Blue Merger Corp. (Subcorp), a
Delaware corporation and a wholly owned subsidiary of Cardinal
Health, and ALARIS entered into an Agreement and Plan of Merger.
The Merger Agreement provides that Subcorp will offer to purchase
all outstanding shares of common stock of ALARIS at a purchase
price of $22.35 per share, net to the seller in cash, without
interest. Following the consummation of the Offer and the
satisfaction or waiver of certain conditions, ALARIS will merge
with and into Subcorp, with ALARIS continuing as the surviving
corporation. No payments were made by, or on behalf of, Cardinal
Health in connection with the execution of the Merger Agreement or
the Support Agreement.  

As a condition and inducement to Cardinal Health and Subcorp's
entering into the Merger Agreement, Jeffry M. Picower and certain
of his affiliates, Decisions Incorporated, JD Partnership, L.P.
and JA Special Partnership Limited (collectively with Mr. Picower,
"ALARIS' Majority Stockholder"), who, as of May 18, 2004, held the
power to dispose of 46,643,209 shares, immediately following the
execution and delivery of the Merger Agreement entered into a
Support/Tender Agreement, dated May 18, 2004, with Cardinal
Health. Under the Support Agreement, ALARIS' Majority Stockholder
agreed, among other things, to tender the shares then held by him
in the Offer.

The purpose of the transactions described above is for Cardinal
Health to acquire control of ALARIS. Upon consummation of the
Merger, ALARIS will become a subsidiary of Cardinal Health, the
shares of ALARIS common stock will cease to be freely traded or
listed, ALARIS common stock will be de-registered under the
Securities Act of 1933, as amended, and Cardinal Health will
control the Board of Directors of ALARIS and will make such other
changes in the charter, bylaws, capitalization, management and
business of ALARIS as set forth in the Merger Agreement and/or as
may be appropriate in its judgment.

              About ALARIS Medical Systems, Inc.

ALARIS Medical Systems, Inc. (NYSE:AMI) develops and markets
products for the safe delivery of intravenous medications.
Our IV medication and infusion therapy delivery systems, software
applications, needle-free disposables and related monitoring
equipment are marketed in the United States and internationally.
Our "smart" pumps, with the proprietary Guardrails Safety
Software, help to reduce the risks and costs of medication errors,
help to safeguard patients and clinicians and gather and record
clinical information for review, analysis and interpretation. We
provide our products, professional and technical support and
training services to over 5,000 hospital and health care systems,
as well as alternative care sites, in over 100 countries through
our direct sales force and distributors. Headquartered in San
Diego, California, we employ approximately 3,000 people worldwide.
Additional information on ALARIS Medical Systems can be found at
http://www.alarismed.com/

                       *   *   *

As reported in the Troubled Company Reporter's May 21, 2004
edition, Standard & Poor's Ratings Services placed its 'BB-'
corporate credit rating, its 'BB' senior secured bank loan rating,
and its 'B' subordinated debt rating on San Diego, California-
based ALARIS Medical Systems Inc. on CreditWatch with positive
implications.  

"The CreditWatch listing follows the announcement that Cardinal  
Health Inc., a large medical products distribution firm, will  
acquire the innovative manufacturer of medication safety products  
for $2 billion," said Standard & Poor's credit analyst Jill  
Unferth. Upon completion of the transaction, Cardinal is expected  
to assume ALARIS' debt, including its $175 million 7.25% senior  
subordinated notes due in 2011, and the ratings will be raised to  
levels consistent with Cardinal's credit quality. At March 31,  
2004, ALARIS had $338 million of debt outstanding.


ALEXUS INTERNATIONAL: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alexus International, Inc.
        555 Quince Orchard Road, 4th Floor
        Gaithersburg, Maryland 20878-1437

Bankruptcy Case No.: 04-26864

Type of Business: The Debtor provides customizable Web-based
                  systems for recruiting, hiring, and managing
                  talent.  See http://www.alexus.com/

Chapter 11 Petition Date: July 14, 2004

Court: District of Maryland (Greenbelt)

Judge: Duncan W. Keir

Debtor's Counsel: John Garza, Esq.
                  Garza, Regan & Associates
                  17 West Jefferson Street, Suite 200
                  Rockville, MD 20850-6159
                  Tel: 301-838-3585

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Quince Diamond Limited                                  $377,144
Partnership
c/o Advantis
P.O. Box 3246
Norfolk, VA 23514-3246

Quince Diamond Limited        Judgment for              $216,993
Partnership                   Possession in Dist.
                              Court of Maryland,
                              Montgomery County

Quince Diamond Limited        Judgment for              $156,393
Partnership                   Possession

Nstor                                                    $92,000

ASA Computers                                            $86,830

US Bancorp Vendor Services                               $25,076

Richmond Events, Inc.         Civil Judgment in          $23,094
                              NY Civil Court

Dell Financial Services       Lease                      $13,490

MCI                                                      $13,328

Electronic Recruiting                                    $10,500
Exchange

First Insurance Funding Corp.                             $9,130

Hartford                                                  $6,399

Dell Account                  Credit Line                 $4,171

Internap Network Services                                 $3,614

ClearOne Communications                                     $951

Verizon Wireless                                            $525

Sprint                                                      $471

MICE Marketcraft                                            $405

Recall Total Information                                    $360
Mgt., Inc.

Icat Logistics, Inc.                                        $338


ALPINE III: S&P Assigns Preliminary Low-B Ratings to Classes D & E
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Alpine III's $105.075 million floating-rate notes due
August 2014.

The preliminary ratings are based on information as of
July 19, 2004. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit quality of the 'A' or
higher rated municipal collateral pool, the 'AA-' or higher rated
credit enhancement from financial guarantees on part of the pool,
the subordination provided by the subordinate classes, the first
loss retained by UBS AG, London Branch ('AA+/A-1+') in the form of
the unrated class F notes, and the adequate ratings of the various
counterparties.

                    Preliminary Ratings Assigned
                             Alpine III

     Class                   Rating                 Amount                
     (mil. $)
     A                       AAA                    60.000
     B                       AA                     17.025
     C                       BBB                     9.000
     D                       BB+                     8.025
     E                       BB-                     3.000
     F                       N.R.                    8.025
     N.R.-Not rated.


AMERICAN COMPUTERS: Richard Diamond Named as Chapter 11 Trustee
---------------------------------------------------------------
The Honorable Judge Thomas B. Donovan approved a request by the
U.S. Trustee for Region 16 to appoint a chapter 11 trustee to take
control of American Computers & Digital Company's restructuring.

The U.S. Trustee reports that he has consulted with these parties-
in-interest regarding the appointment of Mr. Richard Kenneth
Diamond to serve as the Chapter 11 Trustee:

      Prentice L. O'Leary, Esq.
      Sheppard, Mullin, Richter & Hampton LLP
      Attorney for Harris Trust and Savings Bank; and

      Robert P. Goe, Esq.
      Goe and Forsythe LLP
      Attorneys for the Debtor

Mr. Diamond is required to post a $10,000 bond in connection with
his appointment.  Mr. Diamond's can be reached at:

      Richard K. Diamond, Esq.
      Danning Gill Diamond & Kollitz
      2029 Century Park East, 3rd Floor
      Los Angeles, California 90067-2904

Headquartered in Baldwin Park, California, American Computer &
Digital Co., filed for chapter 11 protection on April 22, 2004
(Bankr. C.D. Calif. Case No. 04-19259).  Robert P. Goe, Esq., at
Goe & Forsythe LLP represents the Debtor in its restructuring
efforts. When the Company filed for protection from its creditors,
it listed both estimated debts and assets of over $10 million.


ARCADIA PARTNERS: Has Until July 29 to File Bankruptcy Schedules
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
gave Arcadia Partners LLC, more time to file its schedules of
assets and liabilities, statements of financial affairs, lists of
executory contracts and unexpired leases, a list of its equity
security holders, a corporate resolution authorizing the company's
bankruptcy filing, and a mailing matrix.  The Debtor has until
July 29, 2004, to file these required documents.

Headquartered in Media, Pennsylvania, Arcadia Partners, LLC filed
for Chapter 11 protection on June 29, 2004 (Bankr. E.D.Penn. Case
No. 04-18839).  Jeffrey S. Cianciulli, Esq., at Weir & Partners
LLP, represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed $10
Million to $50 Million in total assets and total debts.


ARTIFACT ENTERTAINMENT: Case Summary & 16 Unsecured Creditors
-------------------------------------------------------------
Debtor: Artifact Entertainment Inc.
        4811 East Julep Street, Suite 110
        Mesa, Arizona 85205

Bankruptcy Case No.: 04-12522

Type of Business: The Debtor is a privately held software
                  development company focused on the subscription-
                  based massively multiplayer online game.
                  See http://www.artifact-entertainment.com/

Chapter 11 Petition Date: July 16, 2004

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Richard M. Lorenzen, Esq.
                  Perkins Coie Brown & Bain P.A.
                  2901 North Central Avenue, Suite 2000
                  Phoenix, AZ 85012-2788
                  Tel: 602-351-8405
                  Fax: 602-648-7077

Total Assets: $4,496,102

Total Debts:  $3,620,742

Debtor's 16 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
NTT/VERIO                     Trade Payable             $919,198

Object Computing, Inc.        Trade Payable             $108,273

IGN Entertainment, Inc.       Trade Payable              $50,871

Quest Commercial Business     Trade Payable              $87,758
Services

Brown Raysman Miller Felder   Trade Payable              $30,377
& Steiner LLP

Gigex, Inc.                   Trade Payable              $27,777

CNET Networks                 Trade Payable              $18,710

Premium Financing             Trade Payable              $13,301
Specialists, Inc.

Computer Games/Strategy Plus  Trade Payable               $6,120
Magazine

Atari, Inc.                   Trade Payable               $5,000

WarCry Corp.                  Trade Payable               $4,120

Stinson Morrison Hecker LLP   Trade Payable               $2,394

Paul, Hastings, Janofsky &    Trade Payable               $1,813
Walker

K.C. Phone Systems, Inc.      Trade Payable               $1,891

Singer Lewak Greenbaum        Trade Payable                 $976
& Goldstein LLP

Benchmark Printing            Trade Payable                 $154


AVAYA: Appoints Geoffrey Baird as VP for Communications Appliances
------------------------------------------------------------------
Avaya Inc.(NYSE: AV), a leading global provider of business
communications software, systems and services, appointed Geoffrey
Baird vice president, Communications Appliances Division, to
accelerate its strategy to deliver converged communications
solutions to more communications devices.

Avaya plans to extend its portfolio of solutions for converged
voice, data and video networks with new devices and software that
deliver the benefits of Internet Protocol telephony applications
beyond the desktop to enterprise users working in any location.

As part of the accelerated strategy, Baird will position Avaya as
a world-class leader in communications appliances that focus on
maximizing IP client applications, driving mobility and satisfying
customer needs. Communications appliances are points of access to
communications networks and include software-rich applications, PC
Softphones, desk telephones, and enterprise wireless devices.  
These devices will be designed to help workers be more effective
while working in the office, at home or on the road and for
better use of converged and wireless enterprise networks, thin
client software and emerging standards such as Session Initiation
Protocol and the 802.11 wireless standards.

In addition to the delivery of new and innovative devices, Avaya's
strategy includes working closely with best-in-class product and
solution providers to extend client applications -- such as Avaya
IP Softphone and enterprise-class instant messaging -- to smart
phones and personal digital assistants.  Avaya's converged
portfolio and third-party integration is founded on a commitment
to open-standards based solutions, and interoperation with multi-
vendor networks.

Baird will report to Michael Thurk, group vice-president,
Enterprise Communications Group.

"Geoffrey brings a wealth of experience to this market and his
leadership will help set an exciting course for the delivery of
innovative devices that will help benefit customers with new
models for mobility and flexibility in communications," said
Thurk.

Baird is an industry veteran with substantial experience in the
enterprise and mobile device markets, including wireless software
and end client devices. Most recently, he built Motorola's Push-
To-Talk over Cellular 3rd party handset licensing program based on
Voice over IP for the European Middle East and Asia markets.  He
has served as CEO of Commtag Ltd., a wireless application start-
up, and XTempus Ltd., a mobile software business, both based in
the U.K.  He was COO of Psion Computers, the handheld computing
company, where he drove new product launches, including the Revo
PDA, and established a joint venture with Motorola. Baird also
managed the Voice over IP business at 3COM.

"Avaya already has a world-leading position in converged
communications, and we are well positioned to execute on
delivering innovation and value to businesses with communications
that help increase productivity and decision-making," said Baird.

Born in the UK, Baird has an M.B.A. from the London Business
School and a B.S. in cybernetics and control engineering with
mathematics from the University of Reading in Reading, UK.
    
Avaya Inc. designs, builds and manages communications networks for
more than 1 million businesses worldwide, including 90 percent of
the FORTUNE 500(R). Focused on businesses large to small, Avaya is
a world leader in secure and reliable Internet Protocol (IP)
telephony systems and communications software applications and
services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services - Avaya helps customers leverage existing and
new networks to achieve superior business results. For more
information visit the Avaya Web site http://www.avaya.com/
    
                         *   *   *

As reported in the Troubled Company Reporter's May 4, 2004
edition, Standard & Poor's Rating's Services revised its outlook
on the rating of Avaya Inc. to positive from stable. The 'B+'
corporate credit and senior secured debt and 'B' senior unsecured
debt ratings were affirmed. The outlook revision reflects improved
profitability in recent quarters combined with reduced debt,
improving debt protection metrics and increased balance sheet
liquidity.


B'NEI IZHAK: Status & Scheduling Conference Set for August 26
-------------------------------------------------------------
On August 26, 2004, the U.S. Bankruptcy Court for Eastern District
of New York will:

   (1) Schedule a date by which B'Nei Izhak Holding Corporation
       and its debtor affiliates and subsidiaries, must file a
       disclosure statement and a plan of reorganization;

   (2) Schedule a deadline by which all creditors must file their
       proofs of claim and interest;

   (3) fix the date terms of the notice for the hearing to approve
       the disclosure statement and confirm the plan;

   (4) Schedule the dates by which the Debtors must accept or
       reject any unexpired residential real estate lease or
       executory contract, and any extensions of this deadline;

   (5) Enforce the requirements that:

       -- the Debtor appear at a meeting of creditors,

       -- file timely monthly operating reports and

       -- pay all fees to the U.S. Trustee as required under
          Section 1930 of the Judiciary Procedures Code.

Headquartered in Melville, New York, B'Nei Izhak Holding
Corporation filed for Chapter 11 protection on June 30, 2004
(Bankr. E.D.N.Y Case No. 04-24317).  Vincent J. Roldan, Esq., at
Piper Rudnick LLP, represents the Debtors in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $6,447,858 in total assets and $17,081,797
total debts.


CAL WESTERN PRODUCE: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Cal Western Produce Marketing Inc.
        P.O. Box 2387
        Orcutt, California 93457

Bankruptcy Case No.: 04-11776

Chapter 11 Petition Date: July 12, 2004

Court: Central District of California (North Division)

Judge: Robin Riblet

Debtor's Counsel: Robert E. Hurlbett, Esq.
                  1316 Anacapa Street
                  Santa Barbara, CA 93101
                  Tel: 805-963-9111

Total Assets: $345,000

Total Debts:  $24,228,045

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
IRS                           Income Tax             $17,743,761
2801 Santa Maria Way #B200
Santa Maria, CA 93454

Franchise Tax Board           Income Tax              $5,773,033
P.O. Box 942857
Sacramento, CA 94257-0511

Farming Enterprises, Inc.     Acct. Payable             $427,830
2820 W. Betteravia
Santa Maria, CA 93458

Cal Western Cooling, Inc.     Acct. Payable             $238,421

AGLand Venture Capital Group  Note Receive               $45,000
Inc.


CANDESCENT TECH: Taps Ladas & Parry as Patent Counsel
-----------------------------------------------------
Candescent Technologies Corporation and Candescent Technologies
International, Ltd., sought and obtained approval from the U.S.
Bankruptcy Court for the Northern District of California, San Jose
Division, to employ Ladas & Parry LLP as their special patent
counsel.

The Debtors tell the Court that they need an expert to perform
patent prosecution services, focusing on their foreign patents.
Ladas & Parry has performed patent prosecution services for the
Debtors for approximately four years and is thoroughly familiar
with Candescent's patent portfolio.  

The Debtors, through a Sale, are seeking to promptly transfer
ownership and control of the patent portfolio. The Debtors believe
that changing patent counsel or significantly changing their
duties or responsibilities in the weeks or few months before a
closing of the Sale would be adverse to the financial interests of
the estates.

Given the Firm's expertise in patent prosecution, its familiarity
with Candescent's patent portfolio, and the timing of the Sale,
the Debtors believe that the Firm's retention is in the best
interests of the estates.

The Debtors promised to monitor and manage the distribution of
patent prosecution work among their special patent counsel to
avoid any unnecessary duplication of effort.

The attorneys that are currently expected to perform services in
this retention and their hourly rates are:

      Professional                       Billing Rate
      ------------                       ------------
      Robert Popa                        $340 per hour

      Mavis Gallenson                    $390 per hour

      Alessandro Steinfl                 $325 per hour
        (European Patent Attorney only)

     Tomas Lendvai                       $300 per hour
        (European Patent Attorney only)

      Richard Doble                      $340 per hour
        (European Patent Attorney only)

      Jennifer Ebner Von Eschenbach      $320 per hour
        (European Patent Attorney only)

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


CATHOLIC CHURCH: Wants to Maintain Existing Bank Accounts
---------------------------------------------------------
The United States Trustee has established certain operating
guidelines for debtors-in-possession.  The guidelines enable the
U.S. Trustee to better supervise the administration of Chapter 11
cases.  One of the guidelines requires Chapter 11 debtors to close
all existing bank accounts and open new debtor-in-possession bank
accounts.

However, Susan S. Ford, Esq., at Sussman Shank, LLP, in Portland,
Oregon, informs the U.S. Bankruptcy Court for the District of
Oregon that it would be difficult for the Archdiocese of Portland
in Oregon to close its Existing Bank Accounts and open new debtor-
in-possession accounts.

"The delay and disruption that would be caused by closing the
Existing Accounts and opening new accounts would delay the
Debtor's postpetition payment of its obligations incurred in the
ordinary course of its operations and put a strain on the
Debtor's relations with its accounting staff, key suppliers, and
employees," Ms. Ford says.

By preserving continuity and avoiding the disruption and delay to
the Debtor's ministries that would necessarily result from
closing the Existing Accounts and opening new accounts, all
parties-in-interest will be best served by permitting the Debtor
to continue to maintain the Existing Accounts.  Furthermore, the
administrative burden of overseeing the transition would place a
substantial burden on the Debtor's management personnel at a
critical time in the Debtor's case.

The inevitable delays and confusion would further impede the
Debtor's ability to pay operating expenses in the ordinary course
potentially compromising relationships with vendors, suppliers,
and employees.  This, Ms. Ford continues, could seriously
jeopardize the Debtor's reorganization efforts.

As of the bankruptcy petition date, the Debtor maintained six
operational bank accounts with Key Bank of Oregon.  The Debtor
also maintains a Concentration Account and a Victory Money Market
Account at the bank.  All accounts at Key Bank of Oregon, with the
exception of the Victory Money Market Account, are insured by a
department, agency or instrumentality of the United States, or
backed by the full faith and credit of the United States.

                      Safeguard Procedures

To help ensure against payment of prepetition debts, the Debtor
will adopt safeguard procedures.  The Debtor will stop payment on
33 checks issued for over $1,000 each, totaling in the aggregate
$453,595.  An additional 167 checks aggregating $103,000 could be
presented for payment.  These checks are generally for small
operational expenses and will likely be presented for payment
before the Operational Accounts are reactivated.  Thus, there is
little likelihood that a substantial amount of checks will be
presented for payment after the accounts are reactivated.  If any
checks are paid after the accounts are reactivated, the Debtor
will have the option to seek repayment of these amounts as an
unauthorized postpetition transaction.

To further facilitate the delineation of prepetition and
postpetition checks, the Debtor will issue postpetition checks
with a significant gap in numbering from those issued
prepetition.  Therefore, if any prepetition check in a
significant amount clears, the recipient of that payment can be
ordered to return the funds to the Debtor as an unauthorized
postpetition transfer.  The benefits of maintaining the Existing
Accounts far outweighs any disadvantage which may be caused by
the payment of a few prepetition checks, Ms. Ford says.

                       Creditors Object

A. Paul DuFresne

Mr. DuFresne, a creditor in the Debtor's Chapter 11 case, notes
that the Debtor's current bank, Key Bank of Oregon, is a major
creditor, with over $20 million in unsecured loans.  Mr. DuFresne
is concerned that his interest may be shortchanged by "collusion
between the Debtor & Key Bank," or by actions by Key Bank that
place his interest below that of Key Bank.  His confidence in the
fairness of the Debtor's reorganization efforts will be greatly
reduced.  His willingness to renegotiate the debt owed to him
will also be reduced.  "This is ultimately harmful for all
parties involved," Mr. DuFresne says.

According to Mr. DuFresne, the Debtor's continued use of the same
bank and accounts will greatly complicate his efforts to monitor
the Debtor's expenditures.  "The Debtor proposes to replace the
certainty of changing banks and accounts with vague promises to
reorder checks in the seven accounts it uses.  These promises
cannot be relied on, both because the Debtor may intentionally
abuse the promises by delaying the renumbering, devising a
confusing changeover, or by other means, or because the Debtor
may not execute the change with the necessary administrative
skill."

Mr. DuFresne remarks that the Archdiocese of Portland in Oregon
claims to represent around 300,000 Catholics within its
geographic boundaries.  For any bank or other financial services
operation, these Catholics represent a huge market.  The threat
that even a small proportion of these customers or potential
customers might refuse to do business with a bank because it
followed the Court's orders and acted against the desires or
interest of the Archdiocese would act as a powerful incentive for
the bank to favor the Archdiocese in any contentious situation.
This favoritism would not only be detrimental to all creditors,
but could even inspire an anti-Catholic backlash if it became
known.  By choosing a bank without any operations inside the
Archdiocese of Portland, the potential for conflict between a
bank's business interests and its duty to the Court would be much
reduced.

Accordingly, Mr. DuFresne asks the Court to declare that the bank
chosen for the new accounts have no operations within the
confines of the Archdiocese of Portland, and that the officers
and administrators of the new accounts be non-Catholics.

Mr. DuFresne explains that officers and administrators at the
bank chosen for the Debtor's new accounts who are required to
execute orders by the Court which are contrary to the wishes of
the Archbishop or Archdiocese will face a conflict between
religious belief and fiduciary duty.  Catholics believe that
obedience to the Archbishop is required by God.  Even if an
individual banker who happens to be Catholic feels able to
faithfully execute the Court's orders, it is unlikely that the
individual has ever experienced the pain of being shunned by the
Catholic community, the isolation of friends of many decades
refusing to look at them or associate with them, the shock of
being denounced from the pulpit, the horror of children and
family members being mocked and insulted as bad Catholics.

B. Nathan DuFresne and Deborah DuFresne

Karl I. Mullen, Esq., in Portland, Oregon, contends that the
Debtor has not shown any reason for deviation from standard
bankruptcy procedures.

In particular, Mr. Mullen maintains that with respect the bank
accounts, the only grounds the Debtor sets forth are grounds that
are true for every bankruptcy debtor, that is, having to order
new checks and having to start new books.  These costs and
efforts are minimal in the scope of obtaining protection from
tens or hundreds of millions of dollars of claims.

The Debtor is taking the position that parish assets are separate
and not part of it and probably will be claiming that donations
are not available to creditors.  This creates a potent
opportunity for movement or concealment of funds to the detriment
of creditors.  The Debtor's position makes the need for a new and
separate bank account for postpetition matters even more
necessary in the proceeding than in most.

Another reason a new bank account is needed, Mr. Mullen says, is
that the current bank accounts are in Key Bank of Oregon, which
is one of Debtor's largest creditors.  This creates a conflict of
interest and an opportunity for problems that would not exist
with a bank that is not a creditor.

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)


CORNING INC: Posts Better Than Expected Second Quarter Results
--------------------------------------------------------------
Corning Incorporated (NYSE:GLW) reported second-quarter sales of
$971 million and net income of $108 million.  Net income includes
net after-tax charges of $61 million.

"We clearly exceeded our expectations for the quarter," James R.
Houghton, chairman and chief executive officer, said. "We saw very
strong performance in our Telecommunications and Display
Technologies segments. In addition, this was our sixth quarter of
sequential revenue growth," he said.

Corning's second-quarter net after-tax charges of $61 million
include:

   -- A $47 million charge ($45 million after-tax) to reflect the
      increase in the market value of Corning common stock to be
      contributed to settle the asbestos litigation related to
      Pittsburgh Corning Corporation.

   -- A $34 million gain ($14 million after-tax and minority
      interest) from restructuring activities, primarily related
      to the sale of Corning Asahi Video Products Company assets.

   -- A $9 million charge ($9 million after-tax) related to
      Corning's ongoing debt reduction program.

   -- Charges totaling $21 million in equity earnings related to
      restructuring actions at Dow Corning Corporation and
      adjustments to interest liabilities recorded on its
      emergence from bankruptcy.

               Second-Quarter Operating Results

The company's second-quarter sales of $971 million increased 15
percent over first-quarter sales of $844 million. The sales
improvement was driven by seasonal increases in the
Telecommunications segment and continued growth in the Display
Technologies segment.

Corning's net income of $108 million almost doubled compared to
first-quarter net income of $55 million. The net income increase
was primarily the result of higher sales in the company's
Telecommunications and Display Technologies segments. In addition,
equity earnings from Dow Corning Corporation and Samsung Corning
Precision Glass Co., Ltd. were strong in the quarter.

                     Segment Results

Display Technologies segment sales grew 20 percent to $277 million
compared to first-quarter sales of $230 million. This increase
reflects 22 percent volume growth in liquid crystal display (LCD)
glass and stable prices. Second-quarter volume growth was
particularly strong in Taiwan. Segment net income increased 14
percent to $135 million compared to $118 million in the previous
quarter.

Telecommunications segment sales were $392 million and net loss
was $21 million for the quarter, compared to first-quarter sales
of $312 million and net loss of $43 million. The improved
quarterly performance was driven primarily by sequential fiber and
cable volume gains in North America and Europe, and strong demand
for the company's hardware and equipment products in part due to
Verizon's fiber-to-the-premises build-out. Fiber volume increased
31 percent sequentially and price declines were moderate. Corning
also said that the recent anti-dumping preliminary determination
in China is beginning to have an impact on fiber exported to
China. The company is continuing to cooperate with the Chinese
Ministry of Commerce to reach a final determination.

Both Environmental Technologies and Life Sciences segment sales
and earnings were about even with the first-quarter results. The
Environmental Technologies segment had sales of $141 million for
the second quarter. The company said sales of its diesel products
increased sequentially and its automotive product sales were down
slightly from a record first-quarter performance. In the Life
Sciences segment, second-quarter sales were $79 million, keeping
pace with stronger-than-expected first-quarter sales.

                  Cash Flow & Liquidity Update

Corning ended the quarter with approximately $1.6 billion in cash
and short-term investments compared to $1.5 billion in the first
quarter. The increase was primarily due to strong operating cash
flow, which more than offset the company's capital spending.
Corning's debt-to-capital ratio was 31.2 percent at the end of the
second quarter versus 33.1 percent in the first quarter.

                     Third-Quarter Outlook

Corning said that it expects third-quarter sales to be in the
range of $950 million to $1 billion, with earnings per share in
the range of $0.10 to $0.12 before special items. This estimate is
a non-GAAP financial measure and excludes the previously announced
charge of approximately $25 million pretax for the sale of the
company's frequency control business and other potential gains and
charges. The non-GAAP financial estimate is reconciled on the
company's Investor Relations Web site and in the financial
statements accompanying this release. Corning expects that its
gross margins will be in the range of 36 percent to 37 percent and
foreign exchange rates will remain stable.

Corning is increasing its estimate of capital spending for the
year to $950 million to $1 billion. This increase reflects the
company's intent to keep up with the strong growth in the LCD
market, as well as the faster-than-anticipated cash outflows for
its construction projects in Taiwan.

In the Telecommunications segment, Corning expects that sequential
fiber volume will decrease between 10 percent and 15 percent in
the third quarter and pricing declines will remain moderate. The
company said that it expects seasonal gains in fiber volume in
North America and Europe to be offset by declines in China as a
result of the recent anti-dumping preliminary ruling. Corning also
expects to continue to see strong hardware and equipment sales in
the quarter.

Corning expects that its Display Technologies segment will have
another strong quarter. Sequential volume is expected to increase
approximately 10 percent for the quarter and is being limited by
the company's ability to bring on new capacity. Pricing is
expected to remain stable.

"We believe that we will remain sold out of LCD manufacturing
capacity throughout the year," James B. Flaws, vice chairman and
chief financial officer, said. "And we are adding capacity to meet
the industry's demand for larger generation state-of-the-market
LCD substrates," he said.

Flaws also said that Corning is pleased with the improving
performance of the company's Telecommunications segment, but that
it is too early to see a recovery trend in the market. "We are
encouraged by the sales we are experiencing for the fiber-to-the-
premises build-outs," he added.

Flaws remarked that, "We are making excellent progress on our key
business priorities, and we believe we can sustain this momentum
into the third quarter. It feels good to us right now. We see
positive trends across many of our businesses, and we are looking
forward to the third quarter."

                 About Corning Incorporated  

Corning Incorporated -- http://www.corning.com/-- is a   
diversified technology company that concentrates its efforts on  
high-impact growth opportunities. Corning combines its expertise  
in specialty glass, ceramic materials, polymers and the  
manipulation of the properties of light, with strong process and  
manufacturing capabilities to develop, engineer and commercialize  
significant innovative products for the telecommunications, flat  
panel display, environmental, semiconductor, and life sciences  
industries.  

                       *   *   *  

As reported in the Troubled Company Reporter's March 11, 2004  
edition, Standard & Poor's Rating Services assigned its 'BB+'  
rating to Corning Inc.'s proposed $400 million senior unsecured  
notes, consisting of a $200 million 10-year and a $200 million 12-  
year offering under the company's existing shelf registration. At  
the same time, Standard & Poor's affirmed its 'BB+' corporate  
credit rating and its other ratings on Corning. Proceeds of the  
issuance are expected to be used primarily to repay existing debt  
and for other corporate purposes.  

The ratings outlook is stable.  

"While the debt offering is viewed as a mild positive by improving  
the term structure of Corning's debt profile in addition to  
already substantial debt reduction, we remain mainly focused on  
cash flow and earnings improvement by Corning," said Standard &  
Poor's credit analyst Robert Schulz.  

Fitch Ratings also assigned a 'BB' rating to Corning Inc.'s  
proposed debt offering of $400 million of senior unsecured notes,  
consisting of two tranches of $200 million due 2014 and 2016. The  
'B' convertible preferred stock rating is affirmed.  

According to Fitch, Corning's ratings reflect the strained but  
improved credit protection measures, negative free cash flow, and  
stabilizing but still challenging telecommunications end-markets  
which still comprised 46% of revenue as of December 31, 2003. Also  
recognized are the company's improved balance sheet and liquidity  
and leading positions in diverse markets.


COVANTA: Wants Court to Disallow & Expunge Various Big Claims  
-------------------------------------------------------------
The Covanta Energy Corporation Debtors ask the U.S. Bankruptcy
Court for the Southern District of New York to disallow and
expunge 74 No Liability Claims.  According to Christine L.
Childers, Esq., at Jenner & Block, in Chicago, Illinois, the No
Liability Claims have been paid or offset by a credit owed to the
Debtors.  The No Liability Claims include:

   Claimants                            Claim No.         Amount
   ---------                            ---------         ------
   Bank One, NA                             196       $2,000,000
   City of Indianapolis, Indiana           1371           52,424
   Hartford Life and Accident Insurance     651          165,927
   HBH Industrial Services, Inc.           4580          181,113
   Level 3 Engineering, Inc.               3270           57,019
   Magellan Behavioral Affairs              872           59,119
   Pacific Enterprises                     1718        8,239,328
   Sanibel Harbor Resort & Spa              290           72,320
   Siemens Demag Delaval                   1966           67,316
   U.S. Bank, NA                           4577           81,984
   Yates, Dallas                           1880          200,000

                       Allen Peter's Claim

The Debtors object to Allen Peter's Claim No. 4615 for an
unspecified amount.  Mr. Peter's Claim is an indemnity claim
which is not a valid current obligation against the Debtors
either because no claims have been made for which the claim would
arise, or the Debtors are assuming the obligation under the
Second Reorganization Plan.  Accordingly, the Debtors ask the
Court to disallow and expunge in its entirety Mr. Peter's Claim.

                         Contested Claims

The Debtors determined that they do not owe any obligation for
these six contested claims since the claimants are precluded from
asserting liabilities based on the doctrines of collateral
estoppel or res judicata:

   Claimants                            Claim No.         Amount
   ---------                            ---------         ------
   Allen, Clarence                         3967       $1,000,000
   Evans, John Jr.                         2965          500,000
   Marie Edwidge Masse                     4067      unspecified
   Mays, Thomas                            4109      unspecified
   Goodwin, William and Gail               4102        4,500,000
   Oechsner, Ken, J. Zimmerman, Newton     4136      300,000,000

The Debtors ask Judge Blackshear to disallow and expunge the
Contested Claims.

                        Non-Debtor Claims

The Debtors find three claims that relate to entities sold to
another non-related and non-affiliated entity before the Petition
Date:

   Claimants                            Claim No.         Amount
   ---------                            ---------         ------
   Cavanaugh, Robert and Joan              4108         $100,000
   Environmental Monitoring Co.             530           13,179
   Red Valve Company, Inc.                 1410            3,559

Since the Non-Debtor Claims are not valid outstanding
obligations, the Debtors ask the Court to disallow and expunge
the Claims in their entirety.

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)


CREDIT SUISSE: Fitch Affirms Junk Ratings on 1997-C2 Classes H & I
------------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 1997-C2, as follows:

     --$80.6 million class C certificates to 'AAA' from 'AA';
     --$95.3 million class D certificates to 'A+' from 'BBB+'.

In addition, Fitch affirms the following classes:

     --$292.2 million class A-2 'AAA';
     --$523.3 million class A-3 'AAA';
     --Interest-only class A-X 'AAA';
     --$95.3 million class B 'AAA';
     --$73.3 million class F 'BB';
     --$14.7 million class G 'BB-';
     --$29.3 million class H remains at 'CCC'.
     --$14.7 million class I remains at 'CC'.

Fitch does not rate the $25.7 million class E and the $9.4 million
class J certificates.

The upgrades are due to an increase in credit enhancement since
issuance and levels which are in line with the subordination
levels of deals issued today having similar characteristics. The
increased credit enhancement levels are a result of the recent
payoff of the third largest loan in the pool, which will be
reflected in the July remittance report.

As of the June 2004 distribution date, the pool's aggregate
principal balance has been reduced by 14.5% from $1.47 billion to
$1.25 billion. In addition, eleven loans, representing 13.9% of
the pool have been defeased.

Currently, four loans are Fitch loans of concern. The largest loan
of concern is secured by a retail property in Canton, MI and is
real estate-owned. The property was transferred to the special
servicer following the single tenant, Kmart, vacating the property
after rejecting their lease in January 2003 as part of their
bankruptcy plan. The property is now under contract for sale with
IKEA, which is in the process of performing its due diligence.

The second largest loan of concern is secured by a single tenant
retail property located in Lewisville, TX. The loan was
transferred to the special servicer as a result of a monetary
default due to the occupying tenant's bankruptcy. Foreclosure
proceedings have commenced on the property.

The ratings reflect the expected losses resulting from these two
loans.


CROMPTON: Commences Cash Tender Offer for 8.50% and 6.125% Notes
----------------------------------------------------------------
Crompton Corporation (NYSE:CK) has commenced a cash tender offer
to purchase all of its outstanding $350 million aggregate
principal amount of 8.50% Senior Notes due 2005 (CUSIP Number:
12562CAF5) and all of its outstanding $150 million aggregate
principal amount of 6.125% Notes due 2006 (CUSIP Number:
977385AH6) on the terms and conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated July 19, 2004.

The purchase price for validly tendered 8.50% Notes is $1,025.88
per $1,000 principal amount of 8.50% Notes, and the purchase price
for the 6.125% Notes is $1,038.35 per $1,000 principal amount of
the 6.125% Notes, payable in cash. In addition, Crompton will pay
accrued and unpaid interest on validly tendered Notes up to but
excluding the settlement date. Furthermore, under certain
circumstances, as set forth below, Crompton will pay a consent
payment of $10.00 per $1,000 principal amount of each series of
Notes to tendering holders of Notes.

The consummation of the tender offer is subject to, among other
things, (i) holders validly tendering at least 83.4% of the
aggregate principal amount of outstanding Notes of each series,
(ii) the consummation of an offering of our debt securities, which
may be in more than one series, in an aggregate principal amount
equal to at least $600.0 million, concurrently with the
consummation of the tender offer, and (iii) Crompton entering into
an agreement for a new revolving credit facility providing for
borrowing of at least $200.0 million thereunder.

In connection with the tender offer, Crompton is also soliciting
consents from holders of the Notes to, among other things,
eliminate certain restrictive covenants and events of default
included in the respective indentures under which the Notes were
issued. The amendments to the indentures will be set forth in
supplemental indentures and are described in more detail in the
Statement. A holder may not tender Notes without delivering a
corresponding consent, and vice versa. The consent solicitation
will expire at 12:00 midnight, New York City time, on July 30,
2004, unless extended by the Company. Holders of the Notes who
desire to receive the consent payment and the tender offer
consideration with respect to the Notes must both validly consent
to the proposed amendments and tender their Notes prior to the
expiration of the consent solicitation. Holders who tender their
Notes after the expiration of the consent solicitation will
receive only the purchase price for the tender offer.

The tender offer will expire at 5:00 p.m., New York City time, on
August 16, 2004, unless the offer is extended or earlier
terminated by the Company.

Crompton has engaged Deutsche Bank Securities Inc. as Dealer
Manager and Solicitation Agent for the tender offer and consent
solicitation. Questions regarding the tender offer or the consent
solicitation should be directed to MacKenzie Partners, Inc. (the
Information Agent) at: 105 Madison Avenue, New York, NY, 10016,
(212) 925-5500 (call collect), or call toll free (800) 322-2885,
proxy@mackenziepartners.com. Questions may also be directed to the
Dealer Manager and Solicitation Agent at: 60 Wall Street, New
York, NY, 10005, Attn: Alexandra L. Barth, (212) 250-5655 (call
collect).

Crompton Corporation, with annual sales of $2.2 billion, is a
producer and marketer of specialty chemicals and polymer products
and equipment. Additional information concerning Crompton
Corporation is available at http://www.cromptoncorp.com/

                        *   *   *

As reported in the Troubled Company Reporter's July 15, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on Middlebury, Connecticut-based Crompton Corp. to
'BB-' from 'BB'. The outlook is negative.

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

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


CURATIVE HEALTH: Will Discuss Q2 Financial Results on August 4
--------------------------------------------------------------
Curative Health Services, Inc. (Nasdaq: CURE), will hold a
conference call to discuss the Company's second quarter 2004
financial results, recent developments, business strategy and
outlook on Wednesday, August 4, 2004, at 11:00 a.m. Eastern Time.
To participate in the conference call, dial 1-800-500-0177
approximately 10 minutes prior to the scheduled start time.

If you are unable to participate, a digital replay of the call
will be available from August 4, 2004 at 1:00 p.m. Eastern Time
until 11:59 p.m. Eastern Time on August 10, 2004 by dialing 1-888-
203-1112 with passcode #218276. The live broadcast of Curative
Health Services quarterly conference call will be available online
by going to http://www.curative.com/and selecting the Investor  
Relations link, on http://www.streetevents.com/ and on  
http://www.companyboardroom.com/An online replay will be  
available shortly after the call through August 10, 2004 at those
sites.
                  About Curative Health Services

Curative Health Services, Inc., through its two business units,
Specialty Infusion and Wound Care Management, seeks to deliver
high-quality care and clinical results that result in high patient
satisfaction for patients experiencing serious or chronic medical
conditions.

                           *   *   *

As reported in the Troubled Company Reporter's April 8, 2004  
edition, Standard & Poor's Ratings Services assigned its 'B'  
corporate credit rating to specialty pharmacy services and wound-
care management provider Curative Health Services Inc. At the same  
time, Standard & Poor's assigned its 'B-' senior unsecured debt  
rating to the company's proposed $185 million senior unsecured  
notes due in 2011.

The outlook is stable.

"The low, speculative-grade ratings reflect Curative's narrow  
business focus, potential margin pressure from payors and drug  
manufacturers, its payor concentration, the integration risk it  
faces, and the threat of new entrants into the specialty infusion  
industry," said Standard & Poor's credit analyst Jesse Juliano.  
"These concerns are only partially offset by the company's  
relatively strong position in the growing and favorable specialty  
infusion industry and by the greater product diversity the CCS  
acquisition will provide."


DELTA AIR LINES: S&P Junks Corp. Debt Rating with Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Delta
Air Lines Inc., including lowering the corporate credit rating to
'CCC+' from 'B-'. The long-term rating outlook is negative.
However, selected ratings on enhanced equipment trust certificates
were affirmed, reflecting differing prospects for continued
payment and collateral protection for specific issues.

"The downgrade reflects an increasing risk of bankruptcy or an
out-of-court restructuring of debt as Delta seeks to lower its
costs and maintain adequate liquidity," said Standard & Poor's
credit analyst Philip Baggaley. "The company's statements that
'all.stakeholders must participate' and that cost savings must be
combined with 'reduced debt' imply that it may seek to renegotiate
some debt obligations as part of a comprehensive turnaround plan,"
the credit analyst continued. Restructuring of bond payments or a
coercive exchange would be considered a default and cause the
company's corporate credit rating to be lowered to 'D' or 'SD'.

Delta reported a second-quarter net loss of $1.96 billion,
including previously disclosed charges of $1.65 billion relating
to the write-off of deferred tax assets and to the airline's pilot
pension plan. Even excluding special items, the loss was worse
than the comparable figure, also excluding special items, for the
same period in 2003, due to a huge increase in fuel prices and a
further deterioration in passenger yields. The company expects
continued erosion of yields through the remainder of the year, and
"no revenue recovery in the foreseeable future." Unrestricted cash
of $2.0 billion at June 30, 2004 was slightly less than
$2.2 billion at the end of the first quarter.

Ratings on Delta, the third-largest U.S. airline, reflect
financial damage from heavy losses over the past several years; a
high operating cost structure; substantial debt, lease, and
postretirement liabilities; and ongoing risks associated with the
company's participation in the cyclical and price-competitive
airline industry. Positive factors are the company's solid market
position in the U.S. domestic and trans-Atlantic markets and the
work rule flexibility and productivity made possible by a mostly
nonunion work force. The company states that its original
cost-cutting goals have been superseded by the combined financial
damage of eroding yields and high fuel prices, necessitating more
drastic changes.

Ratings could be lowered if Delta does not make rapid progress
toward significant cost reductions in its negotiations with
pilots, or if there are further indications that restructuring of
debt obligations will be part of the airline's recovery plan. In
addition, material deterioration in Delta's already weak financial
profile could trigger a downgrade.


DISTINCTIVE DEVICES: Liquidity Strained Despite Financing Efforts
-----------------------------------------------------------------
On January 14, 2004, Distinctive Devices Inc. acquired all
outstanding shares of Galaxis from Media Hill, in exchange for
6,400,000 shares of Distinctive Devices common stock. The Company
also issued 3,000,000 additional shares to Galaxis which, in turn,
were pledged as added collateral to secure Galaxis' existing bank
borrowings. Since the latter shares were issued to Distinctive
Devices' subsidiary, they are not deemed to be outstanding for
financial statement purposes. In accordance with the acquisition
agreement, on or about the date of closing the transaction,
Distinctive Devices contributed $3,000,000 to Galaxis' capital.

Galaxis is primarily engaged in the design, development,
production and marketing of digital TV Set-Top Boxes (STB).
Revenues from this activity approximated $40 million in 2003, with
sales to retailers and cable network operators in Europe. Galaxis
STB models function on all broadcast platforms, satellite,
terrestrial and the internet, as well as cable, and are offered in
a variety of designs from a simple, inexpensive STB to premium
units which provide DSL and IP service delivery and are controlled
by the user's voice.

Two Galaxis subsidiaries are engaged in software design and
development, i.e., OmniScience Multimedia Lab GmbH, based with its
parent in Lubeck, and Convergence GmbH, headquartered in Berlin.
These companies produce the software utilized in the STBs marketed
by Galaxis and also license their technology to other
manufacturers.

Convergence is a pioneer and leader in developing and providing
Multi-Media Home Platform (MHP) technology on an open, Linux
platform, and it develops advanced software applications for chip
manufacturers. Distinctive Devices recently announced an agreement
between Convergence and Toshiba Electronics Europe, GmbH where
Convergence's LinuxTV(TM) software will be embedded in Toshiba's
newest family of single-chip-sets, "Donau," for the MHP market.
These chip-sets will operate interactive digital TV (IDTV) and
IDTV STB in the rapidly growing MHP marketplace. Toshiba has
scheduled production of the Donau chip-set to begin next year.

Galaxis intends to enter the STB market in India and Distinctive
Devices' planning for this undertaking was underway prior to the
acquisition. The Company's plan is to position Galaxis as the
leading STB producer in the country, a vast market for these
devices. Working with the staffs of its two Indian subsidiaries,
and utilizing the Company's existing facilities there, Galaxis
plans an early product introduction in India.

Galaxis units have been approved for use by India's largest cable
network operator and Distinctive Devices intends to produce STBs
locally, to avoid the steep tariffs applied to Indian imports. In
time, STBs from India may also be exported to Europe, to satisfy
Galaxis' requirements in that market place.

The acquisition of Galaxis resulted in a transformation of the
Company, its financial position, and its principal business
activity. Prior to the acquisition, Distinctive Devices' total
assets approximated $3 million. Assets now approximate $69
million, at March 31, 2004. Over this interval, assets and
liabilities increased more than 20-fold.

During the quarter ended March 31, 2004, the Company's revenues
amounted to approximately $3 million, of which, roughly,
$2,700,000 was attributable to Galaxis' sales of set-top boxes and
$300,000 to sales of software and telephone access equipment by
Distinctive Devices' two Indian subsidiaries, DDI-India and RTS.
The consolidated loss for the three-month period approximated
$2.5 million, over $2 million of which was attributable to
Galaxis' operations.

The Company has stated that Galaxis' disappointing performance was
due to delays the Company encountered in completing financings
intended to furnish working capital, to Galaxis, so that it could
process customer purchase orders. In part, delays arose in
negotiations with lenders and investors relating to private
placements of Company securities and, in part, to transposing
Galaxis' financial statements, initially prepared in conformance
with German accounting standards, to conform to generally accepted
accounting principles (GAAP) in the United States.

Currently, Galaxis enjoys a set-top box order backlog of more than
$30 million to be delivered in 2004. With immediate working
capital needs resolved, set-top box production and sales should
proceed at a more rapid pace.

                          Liquidity

From October 2003 through April 2004, the Company raised more than
$9 million in a series of private placements of notes and common
stock and from the exercise of previously-issued warrants to
purchase its common stock. Of this amount, $3 million was
contributed to Galaxis' capital in accordance with Distinctive
Devices' commitment under the acquisition agreement and
substantial additional sums have been -- or will be -- advanced to
Galaxis to enable it to maintain current production and delivery
levels.

Galaxis believes that additional purchase orders can be obtained
from prospective customers during 2004, provided that working
funds are available to process the required production through its
regular sub-contract manufacturers.  Therefore, efforts to raise
additional capital continue, by way of placements of notes or
common stock. To the extent that new common shares are sold,
current stockholders may experience dilution in the value of their
present share holdings.

Despite Distinctive Devices' fund raising efforts to date, the
consolidated financial statements nonetheless disclose a working
capital deficit of more than $40 million at March 31, 2004.


DIXIE LAND FARMS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Dixie Land Farms, LLC
        P.O. Box 1546
        Clarksdale, Mississippi 38614

Bankruptcy Case No.: 04-14365

Chapter 11 Petition Date: July 19, 2004

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: 601-427-0048

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.


DOMAN INDUSTRIES: Western Forest Acquires Solid Wood Assets
-----------------------------------------------------------
In excess of 90% of the holders of Class A and B Warrants of
Western Forest Products Inc., the newly incorporated company
slated to acquire all of the existing solid wood assets of Doman
Industries Limited have been exercised.  The Warrants expired at
4:00 p.m. EST on July 19.  Class A and B Warrants were distributed
to affected creditors pursuant to the Plan of Compromise and
Arrangement sanctioned by the Supreme Court of British Columbia
under the Companies' Creditors Arrangement Act.  Funds totalling
approximately US $95 million will be held in escrow by the Bank of
New York until the Plan implementation date, which is expected to
be on or about July 27, 2004.

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing NBSK pulp. All the Company's
operations, employees and corporate facilities are located in the
coastal region of British Columbia and its products are sold in 30
countries worldwide.


DUANE READE: Net Sales Increase 2.8% to $365 Mil. in 2nd Quarter
----------------------------------------------------------------
Duane Reade Inc. (NYSE: DRD) reported sales and earnings for the
second quarter ended June 26, 2004.

                    Second Quarter Results

Net sales increased 2.8% to $365.2 million, with pharmacy sales
increasing 6.5% and comprising 45.3% of net sales, as compared to
the second quarter of the previous year. Same-store sales
increased 0.4%, reflecting a 4.6% increase in pharmacy same-store
sales and a 2.8% decline in front-end same-store sales from the
previous year. Approximately 1.2% of the front-end same-store
sales decline is due to decreases in sales of tobacco products
attributable to restrictions on smoking in certain public places
that were enacted throughout New York City in 2003 along with
increased tax rates on tobacco sales.

Net income for the quarter was $3 million, compared to $4.1
million, in the previous year.  Included in second quarter net
income is $1.5 million of expenses incurred in connection with the
previously announced planned acquisition by an affiliate of Oak
Hill Capital. In addition, net income reflects a $1.1 million
labor contingency expense associated with the previously announced
disputed administrative law judge's recommendation in a litigation
matter with the Allied Trades Council, a union representing
employees in 139 of the Company's stores. Excluding these two
charges, second quarter net income would have amounted to $4.5
million.   

For the quarter, FIFO EBITDA, as defined on the attached schedule
of operating data, amounted to $21.8 million, or 6.0% of sales.
This compares to $21.8 million or 6.1% of sales in last year's
second quarter.

The Company opened four new stores during the second quarter of
both the current and prior years. As of June 26, 2004, the Company
operated 247 stores.

Gross profit margin for the second quarter increased to 22.0% of
sales, compared to 21.7% in the same quarter last year. The
increase was primarily attributable to favorable selling margins
and lower shrink losses that more than offset the impact of an
increased mix of lower margin pharmacy sales.

Selling, general and administrative expenses were $59.9 million,
or 16.4% of sales, compared to $57.3 million, or 16.1% of sales,
in the previous year. The increase in rate is largely attributable
to higher professional fees for legal and litigation related
expenses that were $0.6 million higher than the second quarter of
2003.

Interest expenses declined to $3.3 million from $3.5 million last
year, primarily due to lower rates of interest on outstanding
revolver borrowings.

Anthony J. Cuti, Chairman of the Board and Chief Executive
Officer, stated, "Second quarter sales and earnings results
reflect the high unemployment rates from prior periods throughout
New York City that have restrained our sales growth. We are,
however, pleased to see that many economic measures in the New
York metropolitan market, including higher levels of employment
during the second quarter of this year, are beginning to gain
traction and this should lead to continued job creation, improved
levels of customer demand and increased sales trends during the
second half of this year.

"In addition, our previously announced planned acquisition by an
affiliate of Oak Hill Capital will be considered by shareholders
at a July 26, 2004 special shareholders' meeting, with the closing
of this transaction expected to occur shortly thereafter."

                     First Half Results

Net sales for the 26 weeks ended June 26, 2004 increased 3.8% to
$714.8 million, compared with $688.8 million in the previous year.
Pharmacy sales increased 8.3% to $323.9 million and represented
45.3% of net sales. Front-end sales increased 0.3% to $390.9
million, compared to $389.7 million in the previous year. During
the first half of 2004, same-store sales increased 1.0%, including
a 5.5% same-store increase in pharmacy sales and a 2.5% decline in
front-end same-store sales. The aforementioned New York City
restrictions on smoking and increased tobacco taxes accounted for
approximately 1.4% of the front-end same-store sales decline.

Net income for the first half amounted to $4.3 million, compared
to $7.2 million last year. The current year's results include $2.6
million of transaction costs associated with the planned
acquisition by an affiliate of Oak Hill Capital and $2.2 million
of labor contingency expense related to the administrative law
judge's recommendation referenced above. Excluding these charges,
net income was $7.2 million.

FIFO EBITDA for the first half of 2004 amounted to $40.6 million,
or 5.7% of sales, compared to $40.4 million, or 5.9% of sales in
the previous year.

Cash flow from operating activities for the 26-week period was
$20.0 million, or 2.8% of sales, compared to $14.0 million, or
2.0% of sales, in the previous year.

During the first six months, the Company opened seven stores and
closed one, compared with 11 new stores opened and three stores
closed in the prior year period. Pre-opening expenses were $0.4
million, as compared to $0.6 million in the same period last year.

                     Current Outlook

The Company expects continued sluggish consumer demand with modest
improvement resulting from the current trend of gradual increases
in employment opportunities in New York City. For the full year,
sales are expected to range between $1.470 billion and $1.485
billion, with a total same-store sales increase between 1.7% and
2.3%. Pharmacy same-store sales are expected to increase from 5.9%
to 6.5%, while front-end sales are expected to decline between
1.0% and 1.6%. Smoking restrictions and increased tobacco taxes
are expected to impact annual front-end same-store sales
performance by approximately 1.0%, which is reflected in this
sales guidance. The impact of these items on tobacco sales should
largely be cycled out of the same-store sales comparisons by the
first quarter next year.

For the full year, FIFO EBITDA is projected to range between $91.0
million, or 6.2% of sales, and $94.0 million, or 6.3% of sales.

Due to the expected completion of the acquisition of the Company
during the third quarter, and the related application of purchase
accounting that will result from this transaction, net income and
related diluted earnings per share expectations cannot be provided
at this time, and expected net income ranges shown on the
attachments to this release are provided solely for the purpose of
reconciliation of the non-GAAP FIFO EBITDA financial measure
provided above. FIFO EBITDA will not be impacted by the
application of purchase accounting that will result from the
completion of the planned acquisition.

The Company projects that total current year capital spending,
lease acquisitions and other investing activities will approximate
$57 million and expects to complete 17 new store openings. For
fiscal 2005, capital spending, lease acquisitions and other
investment spending is expected to decline to approximately $39
million, reflecting the addition of approximately 10 new stores.

The Company's actual results for fiscal 2004 may differ from those
projected as a result of various factors that are described in the
last paragraph of this press release and that are more fully
described in the Company's filings with the Securities and
Exchange Commission.

In view of the impending July 26, 2004 shareholders' meeting to
consider the planned acquisition of the Company by an affiliate of
Oak Hill Capital, there will not be a second quarter earnings
conference call.

Founded in 1960, Duane Reade is the largest drug store chain in
the metropolitan New York City area, offering a wide variety of
prescription and over-the-counter drugs, health and beauty care
items, cosmetics, greeting cards, photo supplies and
photofinishing. As of June 26, 2004, the Company operated 247
stores. Duane Reade maintains a website at
http://www.duanereade.com/  

                     Important Information

In connection with the acquisition of Duane Reade by Duane Reade
Acquisition Corp., Duane Reade Acquisition Corp. and related
entities have filed relevant materials with the Securities and
Exchange Commission, including a definitive proxy statement, which
was filed on June 30, 2004 and was mailed to holders of Duane
Reade's common stock on July 1, 2004. Stockholders are urged to
read the definitive proxy statement on file with the SEC, and any
other relevant materials filed by Duane Reade or the Oak Hill
entities because they contain, or will contain, important
information. The definitive proxy statement is available for free
(along with any other documents and reports filed by Duane Reade
with the SEC) at the SEC's website, http://www.sec.gov/In  
addition, you may obtain documents filed with the SEC by Duane
Reade free of charge by requesting them in writing from Duane
Reade Inc., 440 Ninth Avenue, New York, New York 10001, Attention:
Corporate Secretary, or by telephone at (212) 273-5700.

                     Participant Information

Duane Reade Shareholders, LLC, Duane Reade Holdings, Inc. and
Duane Reade Acquisition Corp. were formed as the acquiring
entities at the direction of the equity sponsors, which currently
include Oak Hill Capital Partners, L.P., Oak Hill Capital
Management Partners, L.P. and certain members of Duane Reade's
management. Andrew J. Nathanson and Tyler J. Wolfram are the
initial directors of each newly formed Delaware corporation and
Michael Green was added as a director on July 12, 2004. These
entities and their directors and officers may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. As of the date of this communication, Mr.
Nathanson has an indirect interest (through his participation in
an investment partnership) of less than 1% in the outstanding
shares of the common stock of Duane Reade and none of the other
foregoing participants has any direct or indirect interest, by
security holdings or otherwise, in Duane Reade.

Duane Reade and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from its
stockholders in connection with the proposed transaction. Certain
information regarding the participants and their interest in the
solicitation is set forth in the proxy statement for Duane Reade's
2003 annual meeting of stockholders filed with the SEC on April
10, 2003 and the Form 4s filed by Duane Reade's directors and
executive officers since April 10, 2003. Stockholders may obtain
additional information regarding the interests of such
participants by reading the definitive proxy statement, filed on
June 30, 2004.
                        *   *   *

As reported in the Troubled Company Reporter's July 8, 2004
edition, Standard & Poor's Ratings Services lowered its
outstanding ratings on Duane Reade Inc. The corporate credit
rating was lowered to 'B' from 'B+'. All ratings were removed from
CreditWatch, where they were placed with negative implications on
Dec. 23, 2003. The ratings outlook is stable.

At the same time, Standard & Poor's assigned its 'CCC+' rating to
Duane Reade Inc.'s proposed $195 million senior subordinated notes
due 2011. A 'B' bank loan rating was assigned to the $155 million
term loan due 2010, to be issued by Duane Reade Inc. A recovery
rating of '2' also was assigned to the term loan, indicating the
expectation of a substantial (80%-100%) recovery of principal in
the event of a default. A 'B+' rating was assigned to the $250
million revolving credit facility due 2008, to be issued by Duane
Reade. A recovery rating of '1' also was assigned to the revolver,
indicating a high expectation of full recovery of principal in
the event of a default. Duane Reade Inc. is a subsidiary of the
holding company and Duane Reade is the operating company. Upon
completion of the recapitalization, Duane Reade Inc. and Duane
Reade will be co-obligors of the subordinated notes and will each
guarantee the other's obligations under the bank facilities.

Proceeds from the offerings, together with borrowings under the
credit facilities and an equity investment by Oak Hill Capital
Partners, will be used to effect a recapitalization of the
company. Oak Hill will own approximately 83% of Duane Reade on a
fully diluted basis, with management retaining the remaining
interest. The currently outstanding $280 million of existing debt
will be defeased, and the rating on this debt will be withdrawn in
August 2004, when it is expected to be called.

"The downgrade is attributable to the company's increased debt
leverage and weakened credit protection measures as a result of
the merger," said Standard & Poor's credit analyst Diane Shand.
"Ratings on Duane Reade reflect the company's leveraged capital
structure, thin cash flow protection measures, and narrow
geographic focus. These weaknesses are partially offset by its
good market position in the favorable chain drugstore industry."


ECOSYSTEMS LAND: Employs Wolff Hill as General Counsel
------------------------------------------------------
Ecosystems Land Mitigation Bank Corporation sought and obtained
permission from the U.S. Bankruptcy Court for the Middle District
of Florida to employ Peter N. Hill, Esq., and Wolff, Hill,
McFarlin & Herron, PA, as its general counsel.

Mr. Hill and his firm will:

   (1) advise and counsel the Debtor concerning the operation of
       its business in compliance with Chapter 11 and Court
       orders;

   (2) defend any causes of action in behalf of the Debtor;

   (3) prepare, on behalf of the Debtor, all necessary
       applications, motions, reports and other legal papers in
       the Chapter 11 case;

   (4) assist in the formulation of a reorganization plan and
       its accompanying disclosure statement; and

   (5) provide all services of a legal nature in the field of
       bankruptcy law.

The Debtor will pay Wolff Hill reasonable compensation for actual
necessary services rendered.  The Debtor paid the firm $2,195
prior to filing for bankruptcy protection.  The Debtors will pay a
the firm a $47,805 retainer to be held in trust and applied
against fees and costs.

Headquartered in Winter Park, Florida, Ecosystems Land Mitigation
Bank Corporation filed for Chapter 11 protection on June 25, 2004
(Bankr. M.D. Fla. Case No. 04-07391).  Peter N. Hill, Esq., at
Wolff Hill McFarlin & Herron PA, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1 Million to $10 Million in total assets
and total debts.


ELANTIC TELECOM: Files Voluntary Chapter 11 Petition in Virginia
----------------------------------------------------------------
Elantic Telecom, Inc., has filed a voluntarily petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division. The company filed the petition as part of a
comprehensive financial restructuring plan that will significantly
reduce its debt and strengthen its balance sheet.

Elantic Telecom emphasized that the Chapter 11 filing will not
affect the company's on-going operations. The company plans to
conduct business as usual throughout the Chapter 11 process while
reducing certain costs that previously resulted in monthly
operating losses. The company will continue to provide its
customers with the highest quality services during this
restructuring process.

As part of its reorganization, Elantic Telecom will seek court
approval to sell underutilized assets, including miscellaneous
equipment and fiber, and to reject certain executory
contracts/leases, which are no longer necessary for the company's
long-range operations. The company anticipates that such actions
will facilitate the rapid formulation of a plan of reorganization
to substantially reduce certain short-term and long-term
liabilities and allow the company to concentrate on providing
quality services to its customers while maintaining a positive
cash flow.

Brett R. Lindsey, President of Elantic Telecom, said "The Chapter
11 process is the best means for the company to effect a
meaningful restructuring of its liabilities and to allow the
company to continue operating the business and providing superior
services to its customers while working to propose a restructuring
plan beneficial to all parties involved."

Mr. Lindsey further said "Elantic Telecom has filed a number of
first-day motions with the Bankruptcy Court to facilitate the
ongoing daily operations, and we do not anticipate that our
customers or suppliers will experience a change in the way we do
business with them. We have taken steps to ensure that our vendors
are paid in full in the ordinary course of business for goods and
services provided after the petition date and that our customers
continue to receive the same superior services to which they are
accustomed." Mr. Lindsey concluded, "I would like to thank all of
our customers, vendors and business partners for their continued
support throughout this reorganization period."

Elantic Telecom provides wholesale fiber bandwidth and carrier
services to long-distance, international, wireless carriers,
competitive local exchange carriers and large enterprises across
its extensive fiber optic network.


ELANTIC TELECOM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Elantic Telecom, Inc.
        aka Dominion Telecom, Inc.
        aka VPS Communications, Inc.
        aka Elantic Networks Merger Sub, Inc.
        2134 West Laburnum Avenue
        Richmond, Virginia 23227

Bankruptcy Case No.: 04-36897

Type of Business: The Debtor Provides wholesale fiber bandwidth
                  and carrier services to long-distance,
                  international wireless carriers and
                  competitive local exchange carriers across its
                  fiber optic network.
                  See http://www.elantictelecom.com/

Chapter 11 Petition Date: July 19, 2004

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsels: Lynn L. Tavenner, Esq.
                   Paula S. Beran, Esq.
                   Tavenner & Beran, PLC
                   1015 East Main Street, First Floor
                   Richmond, VA 23219
                   Tel: 804-783-8300
                   Fax: 804-783-0178

Total Assets: $19,844,000

Total Debts:  $24,372,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Aldephia c/o Dow Lohnes Albertson          $540,000
1200 New Hampshire Ave NW, Ste. 800
Washington DC 20036

WILTEL Communications                      $440,339
8711 Free Port Pkwy North A2
Irving TX 75063

Richmond City                              $381,970
900 E. Broad St. City Hall Rm. 103
Richmond, VA 23219

MCI                                        $346,082
P. O. Box 96022
Charlotte NC 28296

Con Edison                                 $291,098
4 Irving Place
New York NY 10003

Sprint                                     $263,464
P. O. Box 219489
Kansas City MO 64121

Verizon CABS                               $204,046

De-Tech, Inc.                              $199,617

MFP Financial Services Inc.                $177,504

Adelphia Bsns Solutions- RCMD              $169,637

Newyork City Of Finance Dept.              $160,304

County of Henrico                          $136,038

KMC Telecom                                $125,207

Level 3 Communication, LLC                 $118,731

Cox Communications                         $111,880

Lake County of Treasurer                    $99,371

Insignia Esg, Inc.                          $95,558

Valley Net Partnership                      $95,238

Marietta Street Partners, LLC               $61,296

GE Energy Mgmt. Services Inc.               $55,903


ENRON CORP: Fitch Withdraws D Ratings Following Plan Confirmation
-----------------------------------------------------------------
Fitch Ratings has withdrawn its 'D' ratings for Enron Corp.'s
unsecured debt and preferred securities following the announcement
that the U.S. Bankruptcy Court has confirmed Enron's amended plan
of reorganization (POR). Enron's prior 'D' rating status reflected
modest recoveries for senior unsecured creditors. While POR
confirmation is a significant step toward bankruptcy resolution,
the confirmation order is subject to appeal and several
outstanding issues will need to be settled before the effective
date for the plan. In addition, sales are pending for Portland
General Electric Co. and for CrossCountry Energy, LLC the newly
formed holding company for Enron's domestic natural gas
investments. As a result, Enron-related risk continues to
constrain or otherwise negatively affect the ratings of certain
affiliates that are not debtors in Enron's bankruptcy, including
PGE and CrossCountry subsidiaries; Northern Border Partners, L.P.,
Northern Border Pipeline Co., and Transwestern Pipeline Co.

Recoveries under the POR vary for the different debtor Enron
companies with the average recovery equal to roughly 20% of par.
Under the POR, assuming the pending sales of PGE and CrossCountry
are consummated, Enron's creditors will receive a combination of
cash and equity in Prisma Energy International, Enron's
international energy business. Based on current estimated sale
prices, the proportion of cash to equity is expected to be 92%
cash and 8% equity.

On Nov. 18, 2003, Enron reached agreement to sell PGE for
$2.35 billion to Oregon Electric Utility Company, LLC, an
investment group backed by Texas Pacific Group, subject to
regulatory approvals.

Then, on June 24, 2004, Enron's bankruptcy judge approved the
$2.35 billion bid of Southern Union Co. and GE Commercial Finance
to purchase CrossCountry as the leading offer. The judge also
approved a plan for a final auction that could result in higher
proceeds. Written bids are due by Aug. 23, 2004. The bids will be
opened on Sept. 1, 2004 and the winning bid awarded on Sept. 9.

The sales of both PGE and CrossCountry could be completed by the
end of 2004. While the credit picture for the affected affiliates
has generally improved as bankruptcy risks have lessened, details
on the ultimate ownership structures and long-term operating and
financial plans remain uncertain and incomplete. Fitch will
continue to follow the bankruptcy process and could take company
specific rating action as outstanding issues are clarified or
resolved.

The third subsidiary, Prisma Energy has been formed to hold
Enron's international infrastructure assets. None of the ratings
assigned by Fitch to companies that are expected to be transferred
into Prisma have been affected by the Enron bankruptcy and no
rating actions are anticipated at this time as a result of this
decision.

Enron Corp. domestic affiliate ratings listed below:

                              NBP

               --Senior unsecured debt 'BBB+';
               --Rating Outlook Negative.

                              NBPL

               --Senior unsecured debt 'A-';
               --Rating Outlook Negative.

                              PGE

               --Senior secured debt 'BBB-';
               --Senior unsecured debt 'BB';
               --Preferred securities 'B+';
               --Rating Outlook Positive.

                         Transwestern

     --Secured term loan and revolving credit facility 'BB';
     --Senior unsecured debt (indicative) 'B+';
     --Rating Watch Positive.


ENRON: Atlantic India Proposes to Disburse Offshore Sale Proceeds
-----------------------------------------------------------------
Atlantic India Holdings Ltd., a non-debtor subsidiary of Enron
Corporation, asks the U.S. Bankruptcy Court for the Southern
District of New York to approve the distribution of proceeds from
the sale of partnership interests in Offshore Power Production,
C.V.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that pursuant to the terms of the Sale Order, the
Court authorized and approved, among other things, the transfer
of a 49% limited partnership interest in the Partnership to
affiliates of General Electric Energy Financial Services, Inc.,
and Bechtel Enterprises Holdings, Inc., pursuant to the terms of
the Purchase Agreement.

Pursuant to Promissory Note 256, dated June 28, 2000, as amended,
Enron Development Funding, Ltd., advanced, from time to time,
$135,002,000 to Atlantic.  The principal amount continues to
accrue interest.  All sums are currently due and owing pursuant
to the Promissory Note.  The principal amount of the Loan was
used by Atlantic to purchase those ownership interests in the
Partnership that Atlantic recently sold pursuant to the Purchase
Agreement.

In consideration of $10,000,000 paid by each of the Purchasers,
at the First Closing, Mr. Sosland reports that Atlantic:

    (i) sold and transferred to (a) Bechtel 24.57% of Atlantic's
        ownership interest as a limited partner in the
        Partnership, and (b) GE 24.57% of Atlantic's ownership
        interest as a limited partner in the Partnership; and

   (ii) contributed its remaining 50.7% ownership interest in the
        Partnership to Enron B.V.

At the First Closing, Atlantic completely withdrew as a limited
partner of the Partnership.

According to Mr. Sosland, Atlantic is now holding funds in excess
of its requirements.  In consultation with its advisors, Atlantic
has determined that a partial repayment of the Loan from the
proceeds of the Sale Transaction, together with a pro rata
distribution to other Atlantic creditors, is a just, fair and
reasonable distribution of the proceeds.  Atlantic intends to
make an initial repayment of about $18,250,000 and to retain sums
sufficient to cover future administrative expenses for itself and
its subsidiary.

As of June 30, 2004, Atlantic owes these amounts to four
Creditors:

    Enron India, LLC                   $1,845,593
    Travamark Two, BV                     109,856
    Enron Corporation                       4,951
    Enron Development Funding, Ltd.   149,262,122

Atlantic proposes to make these distributions:

    Enron India, LLC                     $222,732
    Travamark Two, BV                         598
    Enron Corporation                      13,258
    Enron Development Funding, Ltd.    18,013,413
                                     ------------
    Total Distribution                $18,250,000

(Enron Bankruptcy News, Issue No. 118; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENRON CORP: Asks Court to Approve Reliant Settlement Agreement
--------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
informs the U.S. Bankruptcy Court for the Southern District of New
York that prior to the bankruptcy petition date, the Enron
Corporation Entities:

    -- Enron Corporation,
    -- ENA Upstream Company, LLC,
    -- Enron Broadband Services, LP,
    -- Enron Methanol Company,
    -- Enron Energy Services, Inc.,
    -- Enron Net Works, LLC,
    -- Enron North America Corporation,
    -- Enron Power Marketing, Inc., and
    -- Enron Canada Corporation

and the Reliant Entities:

    -- Reliant Energy Communications,
    -- Reliant Energy Services Canada, Ltd.,
    -- Reliant Energy Services, Inc.,
    -- Reliant Energy, Inc., and
    -- Reliant Resources, Inc.

entered into a number of contracts for various products, that
included contracts for the physical delivery of broadband
capacity and energy commodities.

Ms. Gray reports that the Enron Entities and the Reliant Entities
have reached, and reduced into writing, a settlement agreement as
to the payment of unpaid amounts believed due and owing in
connection with the termination of the Contracts.  The general
terms of the Settlement Agreement provide that:

    (a) The Reliant Entities will have allowed claims against the
        Enron Entities:

           Claim No.              Allowed Amount
           ---------              --------------
             13642                 $83,153,776
             13641                  20,196,052
             13638                   3,469,608
             13640                     751,636
             13643                     714,498
             13692                      21,464
             13651                       5,283
             13693                         524

    (b) The Scheduled Liabilities that certain Enron Entities
        have filed with the Court that are specifically related
        to the Reliant Entities are intended to be settled in
        full under the terms of the Settlement Agreement.  Each
        Scheduled Liability will be deemed withdrawn, with
        prejudice;

    (c) The Parties will dismiss and grant one another full and
        final mutual releases with respect to all pending
        litigation between them, with each party to bear their
        own costs, including:

        * Reliant Energy Services, Inc., v. Enron Canada Corp.,
          C.A. No. H-012-0706 (MH), in the United States District
          Court, Southern District of Texas, filed on
          February 25, 2002;

        * Enron Corp., et al. v. Reliant Energy Services, Inc.,
          Adv. Pro. No. 03-02073 (AJG), in the United States
          Bankruptcy Court, Southern District of New York, filed
          on January 31, 2003;

        * The Enron Entities' Motion Against Reliant Energy
          Services, Inc. to Enforce the Automatic Stay Under
          Section 362(a) of the Bankruptcy Code or, in the
          Alternative, to Enjoin Prosecution of Lawsuit Against
          Non-Debtor Affiliate Under Section 105, filed in In re
          Enron Corp., Case No. 01-16034 (AJG), in the United
          States Bankruptcy Court, Southern District of New York,
          on November 21, 2003;

        * Enron Canada Corp. v. Reliant Energy Services Canada
          Ltd., and Reliant Resources, Inc.; Cause No. 0301-18613,
          in the Court of Queen's Bench of Alberta, Judicial
          District of Calgary, filed on November 25, 2003;

        * Enron North America Corp. v. Bank of Montreal and
          Reliant Energy Services, Inc., Adv. Pro. No. 03-93634;
          in the United States Bankruptcy Court for the Southern
          District of New York, filed on December 1, 2003
          (referring only to that part of ENA's case against RES
          and not against Bank of Montreal); and

        * The claim objection filed by Enron on January 8, 2004
          in the United States Bankruptcy Court for the Southern
          District of New York, Case No. 01-16034 (AJG); and

    (d) The Reliant Entities agree that these proofs of claim
        filed by or on their behalf in the Enron Entities'
        Bankruptcy Cases will be deemed irrevocably withdrawn
        with prejudice and, to the extent applicable, expunged:

           Claim No.         Claim Amount Disallowed
           ---------         -----------------------
             13639                 $83,153,776
             13644                  83,153,776
             13645                  83,153,776
             13646                  83,153,776
             13632                   3,439,608

Ms. Gray contends that the Settlement Agreement is fair and
reasonable because:

     (a) it resolves any disagreement as to the amounts believed
         to be due under the Contracts;

     (b) it allows the Enron Entities to capture value for their
         estates and creditors; and

     (c) it enables the Enron Entities and the Reliant Entities
         to avoid potential future disputes and litigation
         regarding the Contracts.

At the Enron Entities' request, Judge Gonzalez approves the
Settlement Agreement pursuant to Rule 9019 of the Federal Rules
of Bankruptcy Procedure and the Order Authorizing and
Establishing Procedures for Settlement of Terminated Safe Harbor
Agreements. (Enron Bankruptcy News, Issue No. 118; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ERN LLC: Trustee Hires Jonathan Bruns as Special Consultant
-----------------------------------------------------------
Lawrence D. Coppel, the Chapter 11 Trustee overseeing ERN, LLC's
restructuring, sought and obtained approval from the U.S.
Bankruptcy Court for the District of Maryland, Baltimore Division,
to hire Jonathan C. Bruns as his special consultant.

The Trustee tells the Court that he needs to hire Mr. Bruns to:

   i) evaluate and analyze the Debtor's business operations,
      revenue sources, expenses and technology;

  ii) advise the Trustee regarding the value of the Debtor's
      business and the manner by which such value can best be
      realized for the Debtor's estate;

iii) identify and solicit potential acquirors of the Debtor's
      business or specific business assets;

  iv) advise the Trustee regarding any offers for the purchase
      of the business or specific assets;

   v) advise the Trustee regarding business operating decisions;
      and

  vi) provide such other services as the Trustee may deem
      necessary.

Mr. Bruns has extensive experience in matters related to the
Debtor's industry and, in particular, the sale and processing of
point of sale credit and check guarantee arrangements. The Trustee
therefore has determined that Mr. Bruns is uniquely qualified to
perform the necessary services.

Mr. Bruns will bill the estate $200 per hour for his services.

Headquartered in Baltimore, Maryland, ERN, LLC
-- http://www.ern-llc.com/-- provides point of sale check  
guaranty and credit card servicing to merchants.  The Company
filed for chapter 11 protection on April 28, 2004 (Bankr. Md. Case
No. 04-20521).  Carrie Weinfeld, Esq., James A. Vidmar, Jr., Esq.,
and Rebecca S. Beste, Esq., at Linowes and Blocher, LLP represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,159,361 in total
assets and $12,878,478 in total debts.


FASTNET: Expects To File Liquidation Plan No Later Than Aug. 31
---------------------------------------------------------------
As previously reported, on December 15, 2003, FN Estate, Inc.
(f/k/a FASTNET) and its debtor subsidiaries completed the sale of
substantially all of their assets, including their Broadband and
Dial Up Internet Access, Co-location, and Managed Hosting business
units, to US LEC Corp. for an estimated $8.5 million, plus the
assumption of certain liabilities. The $8.5 million consisted of
$6 million in cash, subject to adjustment, $1.5 million in a
promissory note and Class A common stock of US LEC Corp with a
market value of $1 million at closing. This sale was completed
pursuant to the provisions of the United States Bankruptcy Code,
and the sale procedures established by the Bankruptcy Court,
including an auction process. An order approving such sale was
issued by of the United States Bankruptcy Court for the Eastern
District of Pennsylvania, Case No. 03-23143, on December 4, 2003.
This transaction did not include assets associated with the
Companies' Web Development business, upstate New York wireless
Internet access business and certain wireline customers in upstate
New York, which were sold in subsequent transactions as described
below, and certain non-operating fixed assets and receivables from
former customers.

On January 15, 2004, the Companies completed the sale of
substantially all of their assets associated with their Web
Development business to a group of noteholders of NetReach, Inc.,
a subsidiary of FN Estate, in exchange for the surrender and
transfer to FN Estate of promissory notes of NetReach, Inc. in the
aggregate principal amount of $760,000 and in consideration of the
assumption of certain liabilities. This sale was completed
pursuant to the provisions of the United States Bankruptcy Code.

On April 30, 2004, the Companies completed the sale of
substantially all of their assets used or associated with their
wireless Internet access operations located in Rochester, New York
to CBTEK, LLC, a New York limited liability company, for an
estimated $155,000, plus the assumption of certain liabilities.
This sale was completed pursuant to the provisions of the United
States Bankruptcy Code.

On May 4, 2004, FN Estate completed the sale of all of its
information relating to certain customers in connection with FN
Estate's wireline operations in the State of New York to Choice
One Communications of New York, Inc., a New York corporation, and
agreed to cooperate during a finite period of time in the
migration of such customers to the Choice One network. Pursuant to
the asset purchase agreement entered into by FN Estate and Choice
One, Choice One is obligated to pay to FN Estate a percentage of
the charges collected by Choice One on or before April 30, 2005
from the customers that migrate to Choice One on or before June
30, 2004. This sale was completed pursuant to provisions of the
United States Bankruptcy Code.

The Companies are in the process of selling any remaining non-
operating fixed assets and collecting receivables from former
customers. The Companies anticipate filing a plan of liquidation
with the Bankruptcy Court no later than August 31, 2004, followed
by a winding up of their affairs. It is not anticipated that there
will be any funds available for distribution to shareholders of FN
Estate.


FLEMING: Asks Court to Okay Distributors Pension Trust Settlement
-----------------------------------------------------------------
The Fleming Companies, Inc. Debtors ask the U.S. Bankruptcy Court
for the District of Delaware to approve a settlement with the
Distributors Association Warehousemen's Pension Trust.

The Pension Trust is a multi-employer, Taft-Hartley trust
organized under the laws of the Labor Management Relations Act of
1947 and established through collective bargaining.  The Pension
Trust was organized to provide pension benefits for the members
of Warehouse Union Local 6, ILWU, and the Warehouse Union Local
17, ILWU.

The settlement:

       (1) enlarges the September 15, 2003 bar date in the
           Debtors' cases to permit the Pension Trust to file a
           claim asserting non-priority, general, unsecured,
           ERISA claims against the Debtors' estates.  The
           Debtors agree to extend the Bar Date until 45 days
           after the Court approves the settlement for the sole
           purpose of allowing the Pension Trust to file its
           claim; and

       (2) modifies the automatic stay to allow the Pension Trust
           to send Fleming various notices required by the ERISA.

The Pension Trust's claim, aggregating $4,177,272.10, arises from
withdrawal liability under the ERISA.  The Pension Trust notices
are required solely to provide Fleming with the notices necessary
to establish and assess that liability.

The Pension Trust asserts that its claims arose after the
expiration of the Bar Date.  Specifically, the Trust contends
that:

       (1) the Debtors' sale of their Product Supply Center in
           Sacramento, California, without a bond, escrow
           account, or letter of credit, as required by ERISA;
           and

       (2) the Supply Center's purchaser's decision not to
           assume the Collective Bargaining Agreement between
           the Debtors and the Union,

resulted in a complete withdrawal from the Pension Trust by the
Debtors, giving rise to withdrawal liability under the ERISA.

The Pension Trust will file no other claims.

The Unsecured Creditors Committee supports the settlement.

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)


FLEXTRONICS: Reports Improved June 2004 Quarter Net Sales & Income
------------------------------------------------------------------
Flextronics (Nasdaq: FLEX) released results for its first quarter
ended June 30, 2004.

                      First Quarter Results

Net sales for the first quarter were $3.88 billion, which
represents an increase of $773.7 million, or 25% over the June
2003 quarter. Excluding restructuring and other charges, net
income for the first quarter increased 283% to $78.3 million, or
$0.14 per diluted share, compared with $20.4 million, or $0.04 per
diluted share in the year ago quarter. GAAP net income for the
first quarter increased by $364 million to $74.3 million, or $0.13
per diluted share, as compared to a loss of $289.7 million, or a
loss of $0.56 per diluted share in the year ago quarter.

The quarterly results reflect continued industry-leading working
capital management, with a cash conversion cycle of 19 days and
inventory turns in excess of 11 times. In addition, Flextronics
generated approximately $166 million in cash flow from operations
in the first quarter.

"As I mentioned last quarter, our focus is on continually driving
improvements in our financial results, and I am pleased we have
again delivered meaningful operating results. We realized the
earnings leverage inherent in our business by delivering net
income growth that was more than eleven times the 25% increase in
our year-over-year quarterly revenues. In addition, compared to
the year-ago quarter, we increased both gross and operating
margins by 110 basis points, and continued to firmly manage our
SG&A, driving it down 10 basis points to 3.6% of sales," said
Michael E. Marks, Chief Executive Officer of Flextronics. "The
improvement in margins was driven by effective management of our
operations, which included aggressive restructuring in prior
periods as well as continuous cost reductions. Additionally, a
healthier demand environment not only improves our factory
utilization and increases overhead absorption, but also provides
an opportunity for us to improve our pricing," added Marks.

                           Guidance

The Company provided guidance for quarterly earnings per diluted
share of $0.15-$0.18 in the September 2004 quarter and $0.21-$0.24
in the December 2004 quarter, excluding amortization,
restructuring and other charges. Quarterly GAAP earnings per
diluted share are expected to be lower than the guidance provided
by approximately $0.01-$0.02 per diluted share reflecting
quarterly amortization, restructuring and other charges.

                       About Flextronics

Headquartered in Singapore, Flextronics is the leading Electronics
Manufacturing Services (EMS) provider focused on delivering  
operational services to technology companies. With fiscal year  
2004 revenues of USD$14.5 billion, Flextronics is a major global  
operating company with design, engineering, manufacturing, and  
logistics operations in 29 countries and five continents. This  
global presence allows for manufacturing excellence through a  
network of facilities situated in key markets and geographies that  
provide customers with the resources, technology, and capacity to  
optimize their operations. Flextronics' ability to provide end-to-
end operational services that include innovative product design,  
test solutions, manufacturing, IT expertise, network services, and  
logistics has established the Company as the leading EMS provider.  
For more information, please visit  http://www.flextronics.com/

                       *     *     *

As reported in the Troubled Company Reporter's February 27, 2004
edition, Fitch Ratings has initiated coverage of Flextronics
International Ltd. The company's senior subordinated notes are
rated 'BB+'. The Rating Outlook is Stable. Approximately $1.1
billion of debt is affected by Fitch's action.

The ratings reflect Flextronics' leading position in the
electronics manufacturing services industry, relatively stable
operating metrics through the recent information technology
downturn, financial flexibility related to its conservative
capital structure and solid liquidity, and a strong and consistent
management team. Also considered is Flextronics' consistent
operating and free cash flow from continued reductions in
industry-leading cash conversion days and restrained capital
spending.

The Stable Outlook reflects sound prospects for improving
operating profitability, driven by a better pricing environment,
continued cost benefits from past restructurings, higher capacity
utilization rates from expected volume increases, and some
operating leverage from its printed circuit board fabrication
operations, which has experienced improved demand and stabilized
pricing the past few quarters.

Ratings concerns center on Flextronics' heavy reliance on lower
margin end-markets, risks associated with diversifying and
expanding service offerings, the company's historically
acquisitive nature, and weak pricing for its lower mix products.
Additionally, Flextronics' recently announced transaction with
Nortel, if consummated, would add approximately $2 billion of
higher-margin annual revenues, one of the largest EMS contracts
ever awarded. However, the deal also would involve significant
operating and execution risks, and could cause cash conversion
days to increase.


FOOTSTAR INC: Creditors' Proofs of Claim are Due by July 30
-----------------------------------------------------------
On May 25, 2004, the U.S. Bankruptcy Court for the Southern
District of New York entered an order establishing a deadline for
creditors with claims against Footstar, Inc., and its debtor-
affiliates to file their proofs of claim.

July 30, 2004 at 5:00 p.m. is the claims bar date.  Governmental
units have until August 30, 2004 at 5:00 p.m. to file their proofs
of claim.

Proofs of claim must be delivered:

           If by overnight or hand mail:
        
                U.S. Bankruptcy Court
                Footstar Claims Processing Center
                One Bowling Green
                New York, NY 1004-1408

           If by standard mail:
  
                U.S. Bankruptcy Court
                Footstar Claims Processing Center
                P.O. Box 5084
                Bowling Green Station
                New York, NY 10274-5084

no later than the deadlines set by the Court.  

Proofs of Claim need not be filed if the claims are:

     (a) already properly filed with the court;

     (b) listed on the debtor's schedules;

     (c) an administrative expense;

     (d) from a current employee of the debtor having ordinary
         wage claims against the debtor that have already been
         paid;

     (e) from an entity that holds an interest in any debtor;

     (f) already been paid in full;

     (g) from a direct or indirect debtor or non-debtor
         subsidiary of Footstar;

     (h) previously allowed by the court;

     (i) solely against any of the debtor's non-debtor affiliates;
         and

     (j) previously scheduled with specific deadlines.

Copies of the debtor's schedules can be reviewed at the office of
the clerk of the court.  Blank proof of claim forms are available
at http://www.uscourts.gov/bankform/

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.


FOREST OIL: James D. Lightner Joins Board of Directors
------------------------------------------------------
Forest Oil Corporation (NYSE:FST)(Forest) elected James D.
Lightner to its Board of Directors.

Mr. Lightner has over 25 years of industry experience and most
recently was Chairman, President and Chief Executive Officer of
Tom Brown, Inc. based in Denver, Colorado. Prior to joining Tom
Brown, Inc., Mr. Lightner was Vice President and General Manager
from 1997 to 1999 and Exploration Manager from 1989 to 1997 of the
Denver Division of EOG Resources, Inc. He is currently serving as
a director of IPAMS and COGA, and is a member of the National
Petroleum Council, AAPG, SEG and IPAA. Mr. Lightner earned a
Bachelor's degree from Southern Illinois University and a Master's
degree as a Fulbright Fellow from the Australian National
University, both in geology.

Forrest Hoglund, Forest's Chairman stated, "We are excited that
Jim has joined our Board. He brings a broad range of energy
industry expertise and proven leadership. His insight will be a
valuable contribution to the Board as we look to continue the
transformation of Forest Oil."

Forest Oil Corporation is engaged in the acquisition, exploration,  
development, and production of natural gas and liquids in North  
America and selected international locations. Forest's principal  
reserves and producing properties are located in the United States  
in the Gulf of Mexico, Texas, Louisiana, Oklahoma, Utah, Wyoming  
and Alaska, and in Canada. Forest's common stock trades on the New  
York Stock Exchange under the symbol FST. For more information  
about Forest, please visit our website at  
http://www.forestoil.com/  
  
                        *   *   *  
  
As reported in the Troubled Company Reporter's June 1, 2004  
edition, Standard & Poor's Ratings Services said that it lowered  
its corporate credit and senior unsecured debt ratings on Forest  
Oil Corp. to 'BB-' from 'BB'.  
  
Standard & Poor's also lowered its senior secured bank loan  
rating on Forest's credit facility due 2005 to 'BB' from 'BB+'  
and assigned a recovery rating of '1' to the facility.  
  
All of the ratings were removed from CreditWatch where they were  
placed with negative implications on Jan. 27, 2004. The outlook  
is stable.  
  
The ratings downgrade on Forest reflects the company's increasing  
dependence on acquisitions to offset its faltered frontier  
development strategy, its high operating cost structure relative  
to its peers, and its debt leverage that is not commensurate with  
an acquire-and-exploit strategy.


FURNAS COUNTY: Wants to Decide Leases through September 30
----------------------------------------------------------
Furnas County Farms and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Nebraska for more time to
decide whether they should assume, assume and assign, or reject
their unexpired nonresidential real property leases.

The Debtors report that they have approximately 175 executory
contracts or unexpired leases that will necessitate a review prior
to a decision regarding assumption or rejection.

The Debtors tell that Court that they are in the process of
selling the assets and the additional time is required to review
the executory contracts and unexpired leases both on behalf of the
Debtors and the Purchaser.

Unless the Court enters an order extending the time to assume or
reject through September 30, 2004, the Debtors say they will
suffer irreparable damage and won't be able to complete the terms
of the pending Asset Purchase Agreement.  


GENTEK INC: Ramanlal Patel Acquires 15,000 Equity Stake
-------------------------------------------------------
Ramanlal L. Patel, Vice President of GenTek, Inc.'s Manufacturing
Segment, disclosed with the Securities and Exchange Commission
his acquisition of 15,000 shares of GenTek common stock, par
value $0 per share, on July 2, 2004.  The GenTek shares are
restricted and subject to forfeiture under certain circumstances.
(GenTek Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


GLOBAL CROSSING: AGX Trustee Retains Morris Nichols as Counsel
--------------------------------------------------------------
Robert L. Geltzer, the Chapter 7 Trustee for the Asia Global
Crossing Ltd. Debtors, sought and obtained the authority of the
U.S. Bankruptcy Court for the Southern District of New York to
employ Morris, Nichols, Arsht & Tunnell as his local counsel as of
July 23, 2003, in connection with related bankruptcy proceedings
pending in the United States Bankruptcy Court for the District of
Delaware and the United States District Court for the District of
Delaware.

Prior to the AGX Debtors' bankruptcy petition date, Pacific
Crossing, Ltd., an indirect subsidiary of AGX, and four of its
affiliates and subsidiaries -- PC Landing Corp., Pacific Crossing
U.K., Ltd., PCL Japan, Ltd., and SCS Bermuda -- filed for
bankruptcy protection before the Delaware Bankruptcy Court.  In
connection with the Delaware Bankruptcy Case, PCL Japan commenced
an adversary proceeding against the AGX Debtors, seeking
protection concerning an alleged misappropriation of a cable
landing station located in Shima, Japan.  The other PC Companies
have also asserted the Shima Claim in proofs of claim that they
filed with the Court against the AGX Debtors.

At the time of the AGX Trustee's appointment, the AGX Debtors
were no longer a defendant in the Delaware Adversary Proceeding
because PCL Japan had voluntarily dismissed its complaint during
the AGX Debtors' Chapter 11 cases.  There were, however, various
discovery matters pending at that time in the Delaware Case and
the Delaware Adversary Proceeding that concerned the Shima Claim,
and thus necessitated the AGX Trustee's involvement.

PCL Japan then asked the New York and Delaware Bankruptcy Courts
for permission to amend its complaint to add defendants including
the AGX Debtors.  The AGX Trustee opposed PCL Japan's request.  
The Court denied PCL Japan's request, thus rendering its motion
for leave to amend its complaint moot.

The Delaware District Court subsequently withdrew the reference
to the Delaware Bankruptcy Court with regard to most of the
claims asserted in the Delaware Adversary Proceeding.  As a
result, these claims became the subject of a civil action and
will be decided by the U.S. District Court.

On June 7, 2004, the Delaware Bankruptcy Court approved a
settlement agreement and mutual release among the PC Companies
and certain individual defendants in the Delaware District Action
in connection with the Shima Claim.  

The Delaware Bankruptcy Court also approved a settlement and
mutual release agreement with defendant Asia Netcom Corporation
and certain of ANC's defendant affiliates in the Delaware Action
in connection with the Shima Claim.  The litigation concerning
the Shima Claim in the Delaware Proceedings will be resolved with
respect to the majority of the defendants.

The AGX Trustee selected Morris Nichols for its considerable
experience in matters of this nature.  Its attorneys are duly
admitted to practice in the Delaware Bankruptcy Court and the
Delaware District Court, and the AGX Trustee believes that Morris
Nichols is well qualified to represent him as his local counsel
in the Delaware Proceedings.

As the AGX Trustee's local counsel, Morris Nichols will:

   (a) provide legal advice in connection with the local
       practices of the Delaware Bankruptcy Court and the
       Delaware District Court;

   (b) file appropriate pleadings and make court appearances as
       are necessary in the Delaware Proceedings; and

   (c) assist the AGX Trustee and his general counsel --
       Golenbock Eiseman Assor Bell & Peskoe, LLP -- to litigate
       the disputes among the AGX Debtors, the PC Companies and
       the defendants in the Delaware Proceedings.

The AGX Trustee notes that although the AGX Debtors are not
defendants in the Delaware Proceedings, they have been and may
again be the subject of discovery requests.

Morris Nichols will be compensated for its services on an hourly
basis and will be reimbursed for reasonable out-of-pocket
expenses incurred.  Morris Nichols' hourly fees range:

         Partners                       $340 - 525
         Associates                      185 - 360
         Paralegals                      130 - 155

The firm commenced rendering services on July 23, 2003.  The AGX
Trustee explained that the delay in seeking approval of Morris
Nichols' employment was not intentional.  Golenbock Eiseman
advised the AGX Trustee that the drafting of the Application was
assigned to an associate who failed to carry out the assigned
task.  Golenbock Eiseman similarly failed to follow up with the
associate to make certain the work was performed.  In addition,
the Delaware Proceedings became the subject of a consensual stay
entered on January 15, 2004, and the matters for which Morris
Nichols was employed required no attention.  That stay has
recently expired.  In addition, the AGX Trustee points out that
Morris Nichols' fees to date have been modest -- approximately
$4,500 -- thus the impact on the AGX Estates is minimal.

Furthermore, following several conversations with the United
States Trustee concerning the Application, Golenbock Eiseman has
agreed to:

   (a) reduce the amount of the payment that it would otherwise
       seek for fees in connection with its services as general
       counsel to the AGX Trustee by the amount of the fees and
       expenses incurred by Morris Nichols through the date that
       a draft of the Application was forwarded to the U.S.
       Trustee; and

   (b) further reduce the amount of the payment that it would
       otherwise seek for fees in connection with its services as
       general counsel to the AGX Trustee by an additional
       $10,000.

Robert J. Dehney, a member of Morris Nichols, assures the Court
that the firm has no relationship to the AGX Debtors' Chapter 7
cases.  Morris Nichols does not hold or represent any interest
adverse to that of the AGX Trustee, the AGX Debtors or their
creditors.  The firm is a "disinterested person" within the
meaning of Sections 101(14) and 327(a) of the Bankruptcy Code.

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)


GLOBALSTAR TELECOMMUNICATIONS: 341(a) Meeting Set for August 6
--------------------------------------------------------------
The United States Trustee will convene a meeting of Globalstar
Telecommunications Limited's creditors at 10:30 a.m., on August 6,
2004, in the Office of the United States Trustee, 80 Broad Street,
Second Floor, New York, New York 10004-1408.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in New York, Globalstar Telecommunications Limited
-- http://www.globalstar.com/-- is a general partner of  
Globalstar, L.P., which provides global mobile and fixed wireless
voice and data services.  The Company filed for chapter 11
protection on June 30, 2004 (Bankr. S.D.N.Y. Case No. 04-14480).  
Robert R. Leinwand, Esq., at Robinson Brog Leinwand Greene
Genovese, represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $1,823,799,468 in total debts.


GRUPO TMM: Pre-Packaged Plan Consent Solicitation Expires Tomorrow
------------------------------------------------------------------
As of 5:00 p.m., New York City time, on July 16, 2004, Grupo TMM,
S.A. (NYSE:TMM)(BMV:TMM A) has achieved acceptance of
approximately 94.85 percent of the company's outstanding 2003
notes, or $167,771,000 principal amount, and approximately 96.35
percent of the outstanding 2006 notes, or $192,657,000 principal
amount for its exchange offer and consent solicitation for its
9 1/2 percent senior notes due 2003 and 10 1/4 percent senior
notes due 2006. The exchange offer is being conducted to implement
the previously announced restructuring of the existing notes.

The exchange offer is conditioned upon, among other things,
receipt of valid tenders (including exchanges pursuant to the
voting agreements) representing at least 98 percent of the
outstanding principal amount of the 2003 notes and at least 95
percent of the outstanding principal amount of the 2006 notes.

The exchange offer will expire at, and the ballots for the pre-
packaged plan must be received by, 5:00 p.m., New York City time,
tomorrow, Thursday, July 22, 2004, unless extended. Holders whose
consents are validly received may not withdraw any existing notes
once they are tendered, except under limited circumstances.

Questions regarding the proposed restructuring should be directed
to Martin F. Lewis and Ronen Bojmel at Miller Buckfire Lewis Ying
& Co., LLC, the Company's financial advisor, or Alan D. Fragen and
Oscar A. Mockridge of Houlihan Lokey Howard & Zukin Capital, the
Ad Hoc Bondholders' Committee's financial advisor. Akin Gump
Strauss Hauer & Feld LLP is legal counsel to the Ad Hoc
Bondholders' Committee.

This announcement is neither an offer to purchase nor a
solicitation of an offer to sell Grupo TMM Notes. The exchange
offer and consent solicitation, when made, will not be made to,
nor will tenders be accepted from, or on behalf of, holders of
Existing Notes in any jurisdiction, in which the making of
exchange offers and consent solicitations or the acceptance
thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where securities, blue sky laws
or other laws require exchange offers and consent solicitations to
be made by a licensed broker or dealer, the exchange offers and
consent solicitations will be deemed to be made on behalf of Grupo
TMM by the dealer manager or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.

Headquartered in Mexico City, TMM is a Latin American multimodal  
transportation company. Through its branch offices and network of  
subsidiary companies, TMM provides a dynamic combination of ocean  
and land transportation services. TMM also has a significant  
interest in Transportacion Ferroviaria Mexicana (TFM), which  
operates Mexico's Northeast railway and carries over 40 percent of  
the country's rail cargo. Visit TMM's web site at  
http://www.grupotmm.com/and TFM's web site at   
http://www.tfm.com.mx. Both sites offer Spanish/English language   
options. Grupo TMM is listed on the New York Stock Exchange under  
the symbol "TMM" and Mexico's Bolsa Mexicana de Valores under the  
symbol "TMM A."

                          *   *   *

In its Form 20-F for the fiscal year ended December 31, 2003,
filed with the Securities and Exchange Commission, Grupo TMM, S.A.
reports:

                      Liquidity Position

"At December 31, 2003, Grupo TMM (excluding TFM) had short-term
debt with a face value of $379.0 million and long-term debt of
$1.5 million. The 2003 notes matured on May 15, 2003 and we have
not repaid the principal amount to date. As a result, we are in
default under the terms of the 2003 notes, and such default has
resulted in a cross-default under our 2006 notes. Moreover, we
failed to make required interest payments on the 2006 notes on May
15, 2003, November 15, 2003 and May 15, 2004, resulting in an
independent default on such notes. On August 19, 2003, we amended
and refinanced the outstanding amounts under the securitization
facility to $54 million. The new certificates require monthly
amortization of principal and interest and mature in three years,
changing the maturity date from 2008 to 2006. On December 29,
2003, we and certain subsidiaries amended the securitization
facility to increase the outstanding amount under the
securitization facility by approximately $25 million under
substantially the same terms and conditions existing prior to such
increase. At December 29, 2003, and after giving effect to the
amendments, there was approximately $76.3 million in aggregate
principal amount of certificates outstanding under the
securitization facility. On May 25, 2004, and on June 10, 2004, we
and certain subsidiaries amended the securitization facility to
adjust the net outstanding amount under the securitization
facility to $78.2 million under the same terms and conditions
existing prior to such adjustment. For accounting purposes, the
securitization facility represents the total dollar amount of
future services to be rendered to customers under the
securitization facility and is so reflected in our financial
statements."


HOME CARE: Case Summary & List of 9 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Home Care Home Health Agency Inc.
             2000 Golf Road
             Rolling Meadows, Illinois 60008

Bankruptcy Case No.: 04-26224

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Mayer Eisenstein MD SC                     04-26216

Type of Business: The Debtor provides a full range of services in
                  family health care in the greater Chicago
                  metropolitan area with five medical centers.
                  See http://www.homefirst.com/

Chapter 11 Petition Date: July 14, 2004

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

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

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
El Amin                       00 L 00734 Judgment    $35,000,000
c/o Hagerty & Heath
70 W. Madison St., Ste. 2070
Chicago, IL 60602

Haugland                      99 L 12151                $100,000
                              Final Order

Mark T. Neil & Associates                                $75,000

Salem Communication Chicago                              $29,567

Sugar Freidberg & Felsenthall                             $4,442
LLP

Weiss                         02 L 12151                 Unknown

Tremper                       03 L 000971                Unknown

Melton                        03 L 015830                Unknown

Doherty                                                  Unknown


INFOUSA INC: Achieves Record Revenues for Second Quarter 2004
-------------------------------------------------------------
infoUSA(R) (Nasdaq:IUSA) released its financial results, key
financial highlights of the company's operations and selected
balance sheet items for the second quarter of 2004.

                     Results of Operations

Vin Gupta, Chairman and CEO, infoUSA, said, "During the second
quarter of 2004 we achieved record revenues of $83.8 million, up
6% versus last year. The growth was primarily driven by three
acquisitions: Triplex, OneSource, and Edith Roman. Year to date
revenues were up 6% due to the aforementioned acquisitions, as
well as our acquisition of Yesmail. Second quarter EBITDA was
$17.7 million or 21% of revenues. EBITDA for the second quarter
was negatively impacted by four items totaling $3.4 million: (i)
severance charges related to the recent cost cuts of $1.0 million,
(ii) acquisition costs of $239,000, (iii) non-recognizable
deferred revenue from the OneSource acquisition of $1.4 million,
and (iv) deferred advertising charges of $793,000. We have
implemented cost cuts of approximately $1.4 million per month, the
majority of which came from workforce reduction and a portion from
lower advertising and marketing expenditures. These cost cut
measures will enable us to achieve higher EBITDA margins over the
next few quarters."

Mr. Gupta continued, "Starting in the third quarter of 2004, we
have been very successful in migrating a significant portion of
our infoUSA Group business to a subscription model. We are growing
subscription business in the following key divisions: Directory
Products (including Polk), infoStores Products, and Library and
Reference Products. As a higher percentage of our sales move to
subscription format, we expect to be able to build our recurring
revenue base as the primary driver for long-term growth of the
company."

Mr. Gupta concluded, "We plan to fully integrate both OneSource
and Edith Roman by the end of this year. We are committed to
achieving 25% to 30% margins in both these businesses by
streamlining their operations and cutting out public company and
duplicative costs. We are confident we can achieve this, as we
recently acquired Triplex and transformed it from a low margin
operation into a 25% margin company in just over one quarter. We
have recently been successful in broadening recognition of our
company on Wall Street; on June 30th we opened the NASDAQ stock
market. Separately, CS First Boston recently initiated research
coverage on our stock."

                  Second Quarter Highlights

Net sales for the second quarter were $83.8 million compared to
$78.8 million for the second quarter of 2003.  EBITDA for the
second quarter was $17.7 million, or 21% of net sales, compared to
$22.3 million, or 28% of net sales, for the second quarter of last
year.

infoUSA says the reduction in second quarter EBITDA was a result
of the four items totaling $3.4 million:

     (i) acquisition costs of $0.2 million,

    (ii) restructuring costs of $1.0 million related to severance
         payable to former employees from recent cost cutting
         measures,

   (iii) non-cash deferred advertising charges of $0.8 million,
         and

    (iv) non-recognizable deferred revenue from the OneSource
         acquisition of $1.4 million.

                     Operating Highlights

            The Donnelley Group (Large Business Group)

The Donnelley Group, previously known as the Large Business Group,
reported second quarter 2004 revenues of $45.5 million, up 17%
from the comparable quarter of 2003. Most of the growth was due to
the recent acquisition of Triplex, OneSource, and Edith Roman. The
Group continues to accumulate a strong pipeline of new business.

             The infoUSA Group (Small Business Group)

The infoUSA Group, formerly known as the Small Business Group,
reported 2004 second quarter revenues of $38.3 million, down 5%
from the second quarter of last year. This Group consists of
approximately 20 small business units that offer directory
products, vertical databases, online sales leads, custom sales
leads and products for sales people and SOHO markets. Most of
these divisions have been very successful in migrating a
significant portion of their business to subscription products.
Conversions from one-time sales to this subscription format will
cause this Group to experience short-term reductions in reported
revenue due to SAB 101 accounting for subscription products. This
accounting pronouncement requires us to recognize revenues over
the subscription period instead of at the time of sale.

                  Outlook for Fiscal 2004

For the remainder of fiscal 2004, management remains optimistic
about its current strategies to drive organic revenue growth while
containing expenses in order to produce strong EBITDA margins and
earnings per share. In fiscal 2004, the company expects to achieve
the following performance goals:

   -- Revenue for the fiscal year 2004 is expected to be $335 to
      $345 million. Key factors that will negatively impact our
      2004 revenue guidance are: (i) non-recognizable deferred
      revenue from OneSource acquisition of approximately $9
      million and (ii) change to subscription products which will
      result in a deferral of approximately $12 million of
      revenue. Excluding these two factors, the company is
      maintaining earlier guidance for core infoUSA results before
      acquisitions. In summary, our earlier revenue guidance of
      $330 million will be impacted positively by approximately
      $31 million on average from the two most recent acquisitions
      and negatively by approximately $21 million on average from
      the aforementioned accounting treatments of revenues.

   -- EBITDA for the fiscal year 2004 is expected to be $64 to $68
      million. Key factors that will negatively impact our 2004
      EBITDA guidance are: (i) non-recognizable deferred revenue
      from OneSource acquisition of approximately $9 million, (ii)
      change to subscription accounting for various infoUSA
      division products resulting in a deferral of approximately
      $12 million of revenue, (iii) restructuring costs related to
      severance from recent cost cutting measures of approximately
      $1 million, and (iv) acquisition costs of approximately $0.5
      million. Our EBITDA guidance for 2004 is positively impacted
      by incremental $6 million of EBITDA on average from the two
      most recent acquisitions.

   -- Earnings per share for the fiscal year 2004 are expected to
      be 28 cents to 32 cents. Earnings per share are expected to
      be negatively impacted by the four items mentioned above as       
      well as additional amortization costs of approximately $6 to
      $7 million per year from intangible assets booked from
      acquisitions of OneSource and Edith Roman. Excluding these
      new factors, the company is maintaining earlier guidance for
      core infoUSA results before acquisitions of 60 cents. In
      summary, our earlier earnings per share guidance of 60 cents
      is impacted negatively by: (i) approximately 14 cents on
      average from SAB 101 revenue recognition of subscription
      products, (ii) approximately 9 cents on average from
      dilution impact of recent acquisitions, and (iii)
      approximately 7 cents from charges related to premium paid
      for the redemption of 9.5% Senior Subordinated Notes,    
      restructuring costs, and acquisition costs.

                      About infoUSA  

infoUSA -- http://www.infoUSA.com/-- founded in 1972, is the   
leading provider of business and consumer information products,  
database marketing services, data processing services and sales  
and marketing solutions. Content is the essential ingredient in  
every marketing program, and infoUSA has the most comprehensive  
data in the industry, and is the only company to own a proprietary  
database of 250 million consumers and 14 million businesses under  
one roof. The infoUSA database powers the directory services of  
the top Internet traffic-generating sites, including Yahoo!  
(Nasdaq:YHOO) and America Online. Nearly 3 million customers use  
infoUSA's products and services to find new customers, grow their  
sales, and for other direct marketing, telemarketing, customer  
analysis and credit reference purposes. infoUSA headquarters are  
located at 5711 S. 86th Circle, Omaha, NE 68127 and can be  
contacted at 402-593-4500.  

                        *   *   *

As reported in the Troubled Company Reporter's May 20, 2004  
edition, Standard & Poor's Ratings Services assigned its 'BB'  
ratings and recovery ratings of '4' to infoUSA Inc.'s $250 million  
of senior secured credit facilities, indicating a marginal  
recovery (25%-50%) of principal in the event of a default.  

In addition, Standard & Poor's affirmed its 'BB' corporate credit  
rating on the Omaha, Nebraska-headquartered company. The outlook  
is stable.  

"The ratings on infoUSA Inc. reflect the company's meaningful pro  
forma debt levels, moderate-size operating cash flow base and  
competitive market conditions, including competition from  
companies that have greater financial resources," said Standard &  
Poor's credit analyst Donald Wong. "These factors are tempered by  
infoUSA's historical operating cash flow margins in the mid-to  
high-20% range, free operating cash flow generation, strong niche  
market positions, a broad product and service offering distributed  
through numerous channels to a diverse base of businesses, and  
a significant portion of sales derived from existing or former  
customers."


INTERPUBLIC GROUP: Hires Jerome Leshne as VP -- Financial Planning
------------------------------------------------------------------
The Interpublic Group (NYSE:IPG) has hired Jerome J. Leshne, 46,
as Vice President, Financial Planning and Analysis and Investor
Relations. Mr. Leshne will assume the position immediately and
will report jointly to Robert Thompson, the company's Executive
Vice President and Chief Financial Officer, and Philippe
Krakowsky, the company's Senior Vice President and Director of
Corporate Communications.

Mr. Leshne comes to Interpublic from his position as Head of Fixed
Income Management of Rockefeller & Co., a privately held wealth
management and investment advisory firm, where his
responsibilities included fixed income investment strategy, risk
management and client communication. Prior to joining Rockefeller
& Co., he was Vice President, Investor Relations, of Dow Jones &
Company. Before joining Dow Jones, Mr. Leshne worked for Sears,
Roebuck and Co. in financial management roles of consistently
increasing responsibilities over a period of 16 years. At Sears he
was responsible for investor relations, first as Director, and
then as Vice President, Investor Relations. He also served as
Director of Finance for the Sears Hardware Stores, where he was
responsible for business strategic and operating planning and
analysis. He also was Director of Treasury Services and Senior
Manager of Corporate Finance of Sears.

"We are pleased and excited to have Jerry at Interpublic,"
commented Mr. Thompson. "He brings demonstrated expertise in
several key financial areas and is a significant addition to our
growing culture of financial excellence. Jerry will further
advance globally integrated planning and analysis as a cornerstone
of our company's financial accountability and responsibility."

"Jerry's wealth of investor relations experience, with diverse
companies and constituencies, will serve our investors well,"
commented Mr. Krakowsky. "We are pleased to have someone of his
caliber to help broaden our outreach in financial communications
and build on our commitment to corporate transparency."

Mr. Leshne is a member of the CFA Institute and the New York
Society of Security Analysts. He earned his MBA from the
University of Chicago and his MA in economics from the University
of Michigan. He is a holder of the Chartered Financial Analyst
designation.

                      About Interpublic

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

                         *   *   *  
  
As reported in the Troubled Company Reporter's April 6, 2004  
edition, Fitch Ratings affirmed the ratings on The Interpublic  
Group of Companies, Inc.'s (IPG) senior unsecured debt at 'BB+',  
multi-currency bank credit facility at 'BB+' and convertible  
subordinated notes at 'BB-'. The Rating Outlook has been revised  
to Stable from Negative. Approximately $2.3 billion of debt is  
affected. The ratings on IPG's debt consider the progress made  
with its cost structure and strengthened balance sheet as well as  
the company's position as a leading global advertising holding  
company and its diverse client base with long term relationships  
with key accounts. Of concern remains the resolution of the  
operation of the Silverstone racetrack and the sizeable related  
liabilities and negative organic revenue growth.  
  
The Stable Outlook reflects Fitch's expectation that IPG's  
turnaround efforts have begun to steady operating earnings and  
cash flow generation. Also acknowledged are the improvements to  
IPG's balance sheet and its success in resolving certain non-  
operating issues that have been a distraction for the company's  
management, including the shareholder lawsuits and asset  
dispositions.


JEAN COUTU GROUP: S&P Rates $250MM Senior Unsecured Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services rated Jean Coutu Group Inc.'s
US$250 million senior unsecured notes 'B'. The new notes will
replace a like amount of the company's initially proposed
US$1.2 billion senior subordinated notes, to be reduced to
US$950 million. The 'BB' bank loan ratings and the '1' recovery
rating indicate that lenders can expect full recovery of principal
in the event of a default. The outlook is negative.

Jean Coutu is a Montreal, Quebec-based drugstore operator that
operates 319 franchised stores in Canada, and 336 corporate stores
in the U.S. northeast under the Brooks Pharmacy Network banner.
Jean Coutu has acquired 1,549 Eckerd stores--primarily on the U.S.
east coast--from J.C. Penney, for US$2.375 billion. The purchase
price is also subject to a working capital adjustment and along
with other fees, will bring the total outlay for the stores to
US$2.7 billion.

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

Drug store industry dynamics remain healthy and one of those
viewed most favorably in the Standard & Poor's retail universe.
The industry is characterized by favorable trends including an
aging demographic, increasing drug consumption, more extensive
prescription drug coverage, and high drug price inflation borne by
third-party payers and not the consumer. Despite competitive
pressures in the past decade from both the mass and supermarket
channels, drug store chains have managed still to increase market
share through this period at the expense of independents. The
outlook for the industry remains positive with new Medicare
prescription drug legislation ensuring wider coverage and the
expectation of more generic drug penetration to result in
strengthening prescription operating margins for drug store
chains.

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


KAISER: Noranda & Century Get Green Light for Bauxite/Alumina Buy
-----------------------------------------------------------------
A U.S. bankruptcy court approved the May 17 agreement for Noranda
Inc.'s (NYSE:NRD)(TSX:NRD) and Century Aluminum Company's
subsidiaries to buy the Gramercy alumina refinery in Louisiana and
an interest in the St. Ann bauxite mine in Jamaica from Kaiser
Aluminum & Chemical Corporation for US$23 million, subject to
certain closing adjustments. Noranda and Century each own a 50%
interest in Gramercy Alumina LLC and St. Ann Bauxite Limited.

"We are very pleased with the Court's decision and are eager to
implement our business plan with our joint-venture partner," said
Bill Brooks, President of Noranda's Aluminum business. "This
transaction secures long-term supplies of raw materials for our
New Madrid, Missouri primary aluminum reduction facility and
provides us with the benefits of a fully-integrated aluminum
business, from bauxite all the way through to value-added foil
products. The transaction complements the continuing ramp-up of
our recently-modernized aluminum foil business where we are
achieving production records quarter after quarter."

                     Bauxite Mining Assets

Kaiser owns a 49% partnership interest in the bauxite mine and the
remaining 51% is owned by the Government of Jamaica. The mine
supplies bauxite ore to the Gramercy facility.

                      Gramercy Refinery

The Gramercy refinery has the capacity to produce 1.25 million
tonnes of alumina per year. Noranda and Century each purchase
approximately 500,000 tonnes of alumina per year for their
respective primary aluminum reduction plants in New Madrid and
Hawesville, Kentucky.

The Gramercy refinery was extensively modernized between 2000 and
2002. The related St. Ann bauxite mining and processing operations
in Jamaica began in 1967 and currently have a capacity of
approximately four million tonnes per year.

Noranda operates an aluminum reduction smelter in New Madrid with
a capacity of 250,000 tonnes annually. The smelter has procured
substantially all of its alumina requirements from the Gramercy
alumina refinery due to the Mississippi River location of the New
Madrid smelter and the Gramercy refinery, which facilitates
logistics and transportation.

Noranda Inc. is a leading copper and nickel company with
investments in fully-integrated zinc and aluminum assets. It
employs 15,000 people at its operations and offices in 18
countries and is listed on The New York Stock Exchange and The
Toronto Stock Exchange (NRD).

Century Aluminum Company owns 615,000 metric tons of annual
primary aluminum capacity. The company owns and operates plants at
Hawesville, KY, Ravenswood, WV and at Grundartangi, Iceland. It
also owns a 49.67-percent interest in a plant at Mt. Holly, SC.
Century's corporate offices are located in Monterey, CA.

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


LOGISTICS MANAGEMENT: Enters Joint Venture With Y2 Ultra-Filter
---------------------------------------------------------------
Logistics Management Resources, Inc. (OTCBB: AMBC), now known as
American Business Corporation, entered a joint venture recently
executed with Y2 Ultra-Filter, Inc., a Wyoming corporation.

Y2 has granted AMBC the exclusive license for the marketing and
sales of its patented filtration technology for use in gaming
facilities worldwide in exchange for 27,000,000 restricted shares
of AMBC's common stock and, subject to certain performance
milestones, a five year option to purchase another 39,000,000
restricted shares (19,000,000 at $.10 and 20,000,000 at 100% of
fair market value when earned). A.I.R. Filters, LLC, a Delaware
limited liability company has been created to execute the party's
marketing and sales efforts in which Y2 as chief operating member
and AMBC as chief executive member will each have a 50% interest.

Y2, formed in 1993, has developed and been granted patents in the
U.S., Europe, and other leading industrialized countries for a
unique process for purifying air thereby allowing standard air
handling systems to purify the air more efficiently thereby
decreasing the need for fresh air exchange. Casinos, because of
their high concentration of second-hand cigarette smoke, represent
one of the largest markets for Y2's technology estimated to be
$250,000,000 per year in the U.S. and $500,000,000 worldwide.

Anthony R. Russo, AMBC's President and Chief Executive commented
how "pleased he was to have a group as capable as Y2 as AMBC's
first major business development partner". Mr. Russo, who came on
board June 1, 2004, has sponsored a "business development company"
model for AMBC's redirection. "AMBC's strengths are in the
initiation and steering of new business projects" states Mr.
Russo, "which makes our management experience a perfect fit for
the creative and technical strengths of Y2's management and
principals."

Mr. Gentry, President and Chief Executive of Y2 summarized his
choice of casinos as the opening market stating "they represent
the single largest opportunity to demonstrate the economic and
health value of our technology. Once installed, these filters
should create a massive impact to the casinos both in power
savings and human environment achieved within the casinos. Once
we've achieved acceptance within this environment, the crossover
to other marketing applications would be natural and easy." Russo
and Gentry agreed that the joint venture was an ideal strategy to
promote the mission of their respective organizations.

Logistics Management Resources, Inc., (n/k/a American Business
Corporation) -- whose March 31, 2004 balance sheet reports a
stockholders' deficit of $17,462,107 -- is a holding company with
its headquarters in Louisville, Kentucky. The Company's operating
revenues are derived from its wholly owned subsidiary, Interstate
University, Inc. a driver training school headquartered in
Evansville, Indiana. The Company continues to investigate
acquisition and merger opportunities.


LUBY'S INC: Board Approves Headquarters Relocation to Houston
-------------------------------------------------------------
Luby's, Inc.'s (NYSE:LUB) Board of Directors has approved the
relocation of its corporate headquarters to Houston, Texas. This
move, which will be completed by the end of 2004, will consolidate
all of the Company's corporate operations in one city. Luby's has
asked all of its San Antonio-based corporate employees to relocate
with the Company to Houston. Luby's San Antonio restaurant
locations will be unaffected by the move.

"Moving the San Antonio corporate office staff to Houston will
help Luby's by bringing the entire headquarters operation together
in one city," said Chris Pappas, President and CEO. "For the past
three years, the Company has functioned with corporate operations
straddling two cities. Houston is Luby's largest market with 40
restaurants and is home to our centralized facilities service
center. In addition, many of our key management personnel live in
Houston. Bringing everyone together into one city will provide
increased efficiency and productivity."

The relocation of the corporate headquarters will begin this
summer and is targeted to complete in early December. As part of
the relocation, Luby's will move approximately 80 jobs from San
Antonio to Houston. Luby's operates 15 restaurants in San Antonio,
employing more than 800 people.

"San Antonio has always been and continues to be a very important
city for Luby's. The city is one of our largest markets and is a
place where Luby's will maintain a presence, staying involved in
the community and its local charities," said Mr. Pappas. "This
relocation will be a difficult change for our San Antonio
corporate employees, all of whom have worked hard over the years
as part of the Luby's family. We recognize the impact such a
business decision has on the lives of our people, however we will
do everything we can to make the transition as stress-free as
possible. Ultimately, we believe this change will help continue
the ongoing success of our Company for our shareholders and all
Luby's employees across Texas."

Luby's already has significant operations in Houston. The
facilities service center manages the Company's restaurant assets,
overseeing all of the repairs and maintenance, equipment upgrades,
construction, and all other asset management responsibilities.
Additionally, the heads of Marketing, Human Resources, Internal
Audit, Real Estate, Communications, and Special Projects/Finance,
as well as senior management all live in Houston and travel to San
Antonio on a regular basis. In total, Luby's currently has more
than 50 non-restaurant employees who live in Houston.

Luby's provides its customers with delicious, home-style food,
value pricing, and outstanding customer service at its 139
restaurants in Dallas, Houston, San Antonio, the Rio Grande
Valley, and other locations throughout Texas and other states.
Luby's stock is traded on the New York Stock Exchange (symbol
LUB). For more information about Luby's, visit the Company's
website at http://www.lubys.com/

                        *   *   *

As reported in the Troubled Company Reporter's June 9, 2004
edition, Luby's Inc. (NYSE:LUB) announced that it has entered into  
agreements to refinance the Company's outstanding bank debt, amend  
the terms of the Company's outstanding subordinated convertible  
debt, and renew the employment contracts of Chris Pappas,  
president and chief executive officer, and Harris Pappas, chief  
operating officer. The new bank debt structure consists of a $50  
million secured revolving line of credit and a $27.9 million  
secured term loan.  

"We are very pleased to have refinanced our debt into a structure  
that better suits our current financial and operational  
strategies," said Chris Pappas. "With this new structure, we can  
continue to pay down our debt with the sale of excess real estate  
properties while still having the flexibility provided by a  
traditional revolver."


MIRANT CORP.: Court Authorizes Depositions of Five Tax Assessors
----------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court of the Northern District
of Texas authorizes the Mirant Corporation Debtors to take the
depositions of five Tax Assessors:

   (i) David Adams -- Haverstraw

  (ii) former assessor Franklin Stein -- Haverstraw

(iii) John O'Shaughnessy -- Stony Point

  (iv) David M. Griffin -- Forestburgh

   (v) Minke M. Kwak -- Lumberland

Moreover, the Court rules that:

   (a) Each of the depositions of the Assessors will be no more
       than one hour in length;

   (b) The scope of the Debtors' depositions of the Assessors is
       limited to (i) matters relating to any improper conduct
       in the assessment or Board of Assessment Review process,
       and (ii) discovery, to the extent that it might, directly
       or indirectly, provide or lead to evidence, which could
       be admissible in New York tax certiorari proceedings
       pursuant to Article 7 of the New York Real Estate Tax
       Laws;

   (c) The Debtors are authorized to take the depositions of a
       representative of Haverstraw and Stony point for no more
       than one hour;

   (d) The scope of the Debtors' depositions of the Town
       Representatives is limited to discovery of matters which
       might lead to evidence that could be admissible in New
       York tax certiorari proceedings pursuant to Article 7 of
       the RPTL, or regarding matters relating to any improper
       conduct in the assessment or BAR process;

   (e) Any documents in the possession of the Tax Authorities
       not already produced to the Debtors pursuant to
       outstanding document production requests of the Debtors,
       will be produced by the Tax Authorities, but limited
       solely to the extent that the documents fall within the
       scope and limitations of the depositions of the Assessors
       and Town Representatives;

   (f) The Tax Authorities will answer any outstanding
       interrogatories the Debtors propounded but previously
       objected to on relevant grounds, subject to and
       consistent with the limitations ordered regarding the
       depositions and the document production;

   (g) The Debtors are not authorized at this time to depose any
       witness on matters relating that are pertinent only to
       the Debtors' 505 Motion, nor must the Tax Authorities
       produce documents or answer interrogatories relating to
       issues that are pertinent only to the 505 Motion;

   (h) The Debtors and the Tax Authorities will provide a
       schedule of the agreed deposition dates and times to the
       Court; and

   (i) At 8:30 a.m. on the first business day after any
       scheduled deposition, the Court will hear any disputes
       regarding questions asked and questions for which
       objections were lodged or otherwise not answered, and
       rule accordingly.  The Court will err towards ordering the
       answering of any question.  However, any question which is
       clearly beyond the limitations established by the Order
       will be deemed a clear violation of the District's
       standards for conduct, as established by Dondi Properties
       Corp. v. Commerce Savings and Loan Association.

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)


NATIONAL CENTURY: Aprahamian Wants to Buy Lincoln Clinic for $4.5M
------------------------------------------------------------------
Michael S. Kogan, Esq., at Ervin, Cohen & Jessup, in Beverly
Hills, California, reminds the U.S. Bankruptcy Court for the
District of Ohio that at the auction for the sale of the Lincoln
Hospital Property, Mark Aprahamian offered the second-highest bid
at $4,525,00.  Mr. Aprahamian was a Qualified Bidder under the Bid
Procedures Order and timely submitted the requisite $25,000
deposit and other information to participate in the Auction.

The Bid Procedures Order set forth a mechanism if the initial
Successful Bidder is unable to close the sale:

   "In the event the Successful Bidder, as approved by the Court,
   fails to close its purchase of the Medical Clinic pursuant to
   the Asset Purchase Agreement and the Sale Order, the Qualified
   Bidder who submitted the second highest competing bid at the
   Auction Sale, as approved by the Debtors, shall be deemed to
   be the Successful Bidder and will be obligated to close its
   proposed purchase of the Medical Clinic on the terms and
   conditions of its last bid."

Apparently, Liberty National will not close the sale of the
Lincoln Hospital Property because of potential environmental
issues.  Therefore, Mr. Aprahamian asks the Court to:

   (a) approve the sale of the property to him;

   (b) direct MDOC to prepare and execute a purchase agreement
       with him;

   (c) determine that he is a good faith purchaser.

                  Trust Amends Purchase Agreement

David A. Beck, Esq., at Jones Day Reavis & Pogue, in Chicago,
Illinois, reports that since the National Century Financial
Enterprises, Inc. Debtors' emergence from bankruptcy, the
Unencumbered Assets Trust and Liberty National Enterprise, L.P.,
have engaged in discussions regarding the sale of the Lincoln
Hospital Property.  Liberty National has raised concerns and
potential claims regarding the environmental condition of the
Lincoln Hospital Property, and other issues regarding the parties'
rights and obligations under the Purchase Agreement.

To resolve their disputes, the Trust, Liberty National and
Platnum Properties L.P., as Liberty National's assignee under the
Purchase Agreement, have agreed in principle to amend the
Purchase Agreement on these terms:

A. Modification of Purchase Price

   The purchase price for the Lincoln Hospital Property would be
   reduced to $4,530,000.

B. Environmental Issues

   Platnum would agree that it has received a copy of the Limited
   Subsurface Soil Sampling and Testing Report for the Property
   Located at 115-129 East Washington Boulevard, Los Angeles,   
   California, dated June 18, 2004, by Environmental Managers &
   Auditors, Inc. -- the Phase II Report.  

   Platnum would further agree that its purchase of the Lincoln
   Hospital Property is based solely on its review of the Phase
   II Report and its own expertise and not on any representations
   made by MDOC, the Trust or their officers, directors,
   employees, agents or attorneys.

   Platnum and Liberty National also would release MDOC, the
   Trust and their officers, directors, employees, agents,
   attorneys and other professionals from any and all claims
   relating to the condition of the Lincoln Hospital Property,
   including any environmental claims.

C. Resolution of Disputes Relating to Lincoln Hospital

   Liberty National would agree to take all steps necessary to
   dismiss its appeal of the Court Order vacating the April 16,
   2004 Sale Order.  On the dismissal of the Appeal, the Trust
   will return to Liberty National the $25,000 deposit made in
   connection with the auction of the Lincoln Hospital Property.
   Upon the return of the Deposit, MDOC, the Trust, Liberty
   National and Platnum would be deemed to have released each
   other and their officers, directors, employees, agents,
   attorneys and other professionals from any and all claims,
   obligations, suits, judgments, damages, demands, debts,
   rights, causes of action and liabilities relating to the asset
   purchase agreement for the Lincoln Hospital, the marketing and
   auction of the Lincoln Hospital or the Vacating Order.

The Trust believes that the transaction is wholly consistent with
the Bidding Procedures Order and the Plan Confirmation Order.  
Moreover, the Plan provides that the Debtors and the Trust are
authorized to settle and compromise claim disputes without Court
approval.  

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)


NATIONSLINK FUNDING: S&P Raises & Affirms Series 1999-1 Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of NationsLink Funding Corp.'s commercial mortgage pass-
through certificates from series 1999-1. Concurrently, the ratings
are affirmed on three classes from the same transaction.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios, as
well as the stable performance of the pool.

As of June 21, 2004 remittance report, the collateral pool
consisted of 318 loans with an aggregate principal balance of
$1,006.9 million, down from 331 loans totaling $1,222.1 million at
issuance. The master servicer, ORIX Capital Markets LLC, provided
Dec. 31, 2003 net cash flow debt service coverage figures for 95%
of the pool. Based on this information, Standard & Poor's
calculated a weighted-average DSC of 1.58x, up slightly from 1.56x
at issuance. To date, the trust experienced three losses totaling
$4.2 million and 10 loans were defeased. All of the loans in the
pool are current. Per the remittance report, the trust experienced
an interest shortfall of $151,236.82. Per ORIX, the non-recurring
interest shortfall occurred principally due to legal expenses
associated with a review of the mortgage loan files in order to
insure there were no breaches of representations or warranties.

The top 10 loans have an aggregate outstanding balance of $270.0
million. The weighted average DSC for the top 10 loans decreased
to 1.26x, down from 1.60x at issuance. The decline is largely due
to the performance of three loans, which are on ORIX's watchlist
and are discussed below. Standard & Poor's reviewed property
inspections for nine of the assets underlying the top 10 loans and
all of the assets were characterized as "good."

According to the special servicer, also ORIX, there are six
specially serviced loans. A $7.5 million loan is secured by a
single-tenant retail property in Everett, Washington. After the
sole-tenant vacated, the borrower secured a month-to-month tenant.
The borrower has come out of pocket to keep the loan current over
the past two years. No prospective alternative tenants have been
noted by ORIX and substantial losses may occur. A $4.5 million
loan is secured by an industrial property in Sunnyvale,
California. Despite a loan modification, the borrower has been
unable to meet the terms of the loan and ORIX is pursuing a
discounted payoff. Based on a March 18, 2004 appraisal of $3.2
million, an appraisal reduction amount was placed for $1.8 million
on May 11, 2004 and substantial losses may occur. The remaining
four loans are cross-collateralized and cross-defaulted loans
secured by healthcare facilities in Missouri. In an effort to
improve performance at two of the four properties, the borrower
performed unauthorized improvements. The loans were transferred to
ORIX solely for the unauthorized improvements and no losses are
expected.

ORIX's watchlist consists of 71 loans with an aggregate
outstanding balance of $249.2 million. The largest and fourth
largest loans are on the watchlist for low DSCs. The cross-
collateralized and cross-defaulted loans are both secured by a
portfolio of 10 full-service hotels, each of which maintains an
established national flag. The hotels are located in seven states
and have 1,552 total rooms. DSCs for the two loans dropped to
1.05x and 1.25x, respectively, which represents declines of 46%
and 37%, respectively, from issuance, due to poor occupancy
especially at three properties. The seventh largest loan is
secured by an independently flagged, 244-room hotel property. The
property is a major conference center located only seven miles
south of Rochester, N.Y. It has experienced weak occupancy as a
result of declining business travel over the past three years.
Occupancy was 57% as of Sept. 30, 2003, and DSC was 1.12x as of
Dec. 31, 2003. This reported DSC represents a 34% decline from
issuance. The remaining loans on the watchlist generally suffered
from low occupancy and DSC or upcoming lease expirations, and were
stressed accordingly.

The trust collateral is located across 32 states, and only
California accounts for more than 10% of the pool balance.
Property concentrations greater than 10% of the pool balance are
found in multifamily, retail, industrial, hotel, and office
property types, with healthcare, manufactured housing, self-
storage, and other/special purpose assets comprising the remaining
property types.

Standard & Poor's stressed the loans on the watchlist along with
other loans with credit issues as part of its pool analysis. The
resultant credit enhancement levels support the raised and
affirmed ratings.
    
                         Ratings Raised
   
                    NationsLink Funding Corp.
               Mortgage pass-thru certs series 1999-1
   
                            Rating
          Class   To      From     Credit Enhancement
          C       AAA     AA-                  23.26%
          D       A+      A-                   16.58%
          F       BBB-    BB                    8.08%
          G       BB+     BB-                   7.17%
          H       B+      B                     4.14%
    
                         Ratings Affirmed
    
                    NationsLink Funding Corp.
               Mortgage pass-thru certs series 1999-1
    
                Class   Rating   Credit Enhancement
                A-2     AAA                  35.70%
                B       AAA                  29.32%
                X       AAA                    N/A
                N/A - Not applicable.


NATIONSLINK: Fitch Affirms 1999-SL Classes F & G Ratings at Low-Bs
------------------------------------------------------------------
Fitch Ratings affirms NationsLink Funding Corporation's commercial
mortgage pass-through certificates, series 1999-SL, as follows

               --$87.8 million class A-4 'AAA';
               --$71.1 million class A-5 'AAA';
               --$59.9 million class A-6 'AAA';
               --$67.7 million class A-IV 'AAA';
               --$32.4 million class B 'AA';
               --$28.4 million class C 'A';
               --$20.4 million class D 'BBB';
               --$11 million class E 'BBB-';
               --$25.1 million class F 'BB';
               --$9.4 million class G 'BB-'.

Fitch does not rate the notional $418.2 million class X. Classes
A-1, A-2, and A-3 have been paid in full.

As of the June 2004 distribution date, the pool's collateral
balance has been reduced 66.1%, to $399.4 million from $1.18
billion at issuance. There are 1007 loans remaining of the
original 2755 at issuance.

The affirmations reflect the transaction's pro-rata pay structure,
which allows current subordinate classes to pay down concurrently
with the senior classes. The transaction converted to a pro rata
pay from sequential pay structure upon achieving specific credit
enhancement targets. The transaction will revert back to a
standard sequential pay structure when the collateral balance is
less than 25% of the original collateral balance, plus realized
losses or if delinquencies of 60 days or greater amount to greater
than 2.5% of the collateral balance. With respect to the second
trigger, if delinquencies declined to less than 1% of the pool,
the modified pro-ray structure would then be reinstated. The
triggers are designed to prevent the senior classes from adverse
selection as the pool size declines or if widespread collateral
deterioration occurs.

The transaction also includes an overcollateralization feature
which creates a first loss piece that absorbs any losses that
otherwise would result in principal loss to the trust. The current
OC amount is equal to $18.8 million. To date, the OC structure of
the pool has prevented any principal losses to be incurred by the
trust.

Currently, six loans are in special servicing. The largest loan is
secured by a limited-service hotel property in Chehalis, WA and is
currently 90+ days delinquent. The decline in performance is a
result of increased vacancy. Based on a recent appraisal value
that was significantly below the loan's total exposure, Fitch
projects a loss at the time of disposition from the trust.


NEP INC: Standard & Poor's Rates Corporate Credit at B
------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to NEP Inc.

Standard & Poor's also assigned 'B' ratings and recovery ratings
of '4' to NEP subsidiary NEP Supershooters L.P.'s proposed
$20 million first lien revolving credit facility and $135 million
first lien term loan, indicating expectations of a marginal
recovery of principal in the event of default. A 'CCC+' rating and
a recovery rating of '5' were assigned to the proposed $30 million
second lien term loan facility, indicating expectations of a
negligible recovery of principal in default. Borrowings under the
proposed term loans will be used to help fund the purchase of NEP.
The outlook is stable.

On a June 30, 2004, pro forma basis, the Pittsburgh, Pa.-based
national provider of outsourced media services for the delivery of
live and broadcast sports and entertainment events had about $171
million of debt.

"The rating on NEP reflects its small cash flow base, cash flow
concentration in the mobile television production business,
potential volatility stemming from contract gains and losses,
weakness in its Studios and post-production unit, increasing
competition in its Screenworks business, and a limited track
record of operating performance as a consolidated entity," said
Standard & Poor's credit analyst Steve Wilkinson. "These factors
are partially offset by the good competitive positions of NEP's
businesses and their decent margins."


NET PERCEPTIONS: Appoints G. Delzanno as New Independent Director
-----------------------------------------------------------------
Net Perceptions, Inc. (Nasdaq: NETP) appointed Gianmaria C.
Delzanno to fill the vacancy on the Company's four member Board of
Directors through the Company's next annual meeting in 2005.
Mr. Delzanno, an independent Director, will serve on the Company's
Audit Committee with Directors Nicholas Sokolow and David A.
Jones.

Mr. Delzanno is the President of Delzanno & Co., Inc., a New York-
based advisory firm focused on mergers and acquisitions advisory,
private equity investments and private placements. Prior to
forming his own firm, Mr. Delzanno had been an investment banker
at Schroder Wertheim for 12 years where he focused on industrial
manufacturing.

Warren B. Kanders, Executive Chairman of Net Perceptions,
commented, "We are very pleased that Gianmaria has agreed to join
our Board of Directors. He brings over 20 years of experience in
both domestic and cross-border mergers and acquisitions,
investment banking and corporate finance experience to bear and we
believe that he will add significant value as we continue the
execution of our asset redeployment strategy."

Mr. Delzanno added, "I am happy to have the opportunity to serve
on the Net Perceptions board as the new management team pursues
the goal of enhancing shareholder value through its asset
redeployment strategy while continuing to manage its existing
revenue generating assets."

Net Perceptions, formerly a provider of analytic predictive
solutions software, is seeking to redeploy its assets and use its
cash, cash equivalents and non-cash assets to enhance stockholder
value. The Company continues to generate revenue through the
licensing of its source code.

                       *   *   *

             Liquidity and Capital Resources  

In its Form 10-Q for the quarterly period ended March 31, 2004,  
Net Perceptions, Inc. reports:

"Since inception, we have financed our operations primarily  
through the sale of equity securities. At March 31, 2004, we had  
$13.0 million of cash, cash equivalents and short-term  
investments, compared to $61.5 million at March 31, 2003. This  
significant reduction was primarily due to the special cash  
distribution paid on September 2, 2003 to record holders of our  
common stock on August 18, 2003 in the aggregate amount of  
approximately $42.2 million, the satisfaction of substantially all  
of our accrued restructuring obligations and operating losses  
incurred from March 31, 2003 through March 31, 2004.  

"During 2003 and 2002 and 2001, we instituted certain  
restructuring plans to better align our cost structure with our  
business outlook and general economic conditions. Under the  
restructuring plans, we recorded restructuring related charges  
totaling $2.3 million, $768,000 and $15.6 million during 2003,  
2002 and 2001, respectively. A total of approximately $6.9 million  
was charged against the restructuring reserve during 2003. As of  
March 31, 2004, the total accrued restructuring liability was  
$18,000. Management estimates that 100% of this reserve will be a  
use of cash in 2004 for remaining rent commitments, less estimated  
sublease income, related to facilities we have vacated.  

"We believe that existing cash and investments will be sufficient  
to meet our expected working capital needs for the next twelve  
months. However, uncertainties exist as to the amounts we will  
receive in connection with any potential sales of assets, the  
costs of implementing our asset redeployment strategy and the  
precise value of our existing obligations and liabilities, which  
may exceed our available cash and cash equivalents. Furthermore,  
we may be unable to settle or otherwise resolve our remaining  
obligations and liabilities, and we may incur or be subject to  
additional obligations and liabilities, which could collectively  
exceed our available cash and cash equivalents."


NEW CENTURY: Banks Agree to Increase Subsidiaries' Credit Line
--------------------------------------------------------------
On May 21, 2004, New Century Funding A, an indirect wholly-owned
subsidiary of New Century Financial Corporation, entered into an
Amended and Restated Master Repurchase Agreement with Bank of
America, N.A.  The purpose of the Agreement was to renew the
existing credit facility with Bank of America increasing the
maximum credit available from $750 million to $2 billion
($1 billion of which is uncommitted). The Agreement expires on
May 11, 2005. In addition, New Century Financial and New Century
Mortgage Corporation, a wholly-owned subsidiary of New Century
Financial, entered into an Amended and Restated Guaranty and
Pledge Agreement, dated  May 21, 2004, with Bank of America with
respect to the Agreement.

On May 21, 2004, New Century Mortgage and NC Capital Corporation,
a wholly-owned subsidiary of New Century Mortgage, entered into
Amendment No. 1 and Joinder with Morgan Stanley Bank and Morgan
Stanley Mortgage Capital, Inc. The purpose of the Amendment was to
temporarily increase the maximum credit available from
$1.5 billion to $2 billion through and including the completion of
a securitization in June 2004 by an indirect subsidiary of New
Century Financial and to add New Century Residual II Corporation,
an indirect subsidiary of New Century Financial, as a co-borrower
on the facility.

                         *   *   *

As reported in the Troubled Company Reporter's April 8, 2004
edition, Standard & Poor's Rating Services placed its ratings for
Irvine California based-New Century Financial Corp. (NASDAQ:
NCEN), including the company's 'BB-' counterparty credit and 'B+'
senior unsecured debt ratings, on CreditWatch with positive
implications.

"The CreditWatch placement follows the company's announcement that
its board of directors voted in favor of converting the company to
a REIT, subject to final Board approval of relevant legal,
accounting, and financial matters and shareholder approval," said
Standard & Poor's credit analyst Steven Picarillo. CreditWatch
with positive implications indicates that the rating could be
raised or affirmed.


NEW WORLD PASTA: Look for Schedules & Statements This Week
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
gave New World Pasta Company and its debtor-affiliates a few more
days to file their schedules of assets and liabilities, statements
of financial affairs and lists of executory contracts and
unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtors have until July 23, 2004, to prepare, deliver and file
these financial disclosure documents.  

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is the leading dry pasta  
manufacturer in the United States.  The Company filed for chapter
11 protection on May 10, 2004 (Bankr. M.D. Pa. Case No. 04-02817).  
Eric L. Brossman, Esq., at Saul Ewing LLP represents the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, they listed both estimated debts
and assets of over $100 million.


NEW WORLD PASTA: US Trustee Names 7-Member Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 3 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in New
World Pasta Company's Chapter 11 cases:

      1. Richard F. Conway
         Lampe, Conway & Co.
         680 Fifth Ave. Suite 1202
         New York, New York 10019
         Phone: 212-581-8989
         Fax: 212-581-8999

      2. Martin Feig, Vice President
         The Bank of New York
         101 Barclay St. (8W)
         New York, New York 10286
         Phone: 212-815-5383
         Fax: 212-815-5131

      3. Philip J. Brendel
         Debt Strategies Fund, Inc.
         800 Scudders Mill Rd, Area 1B
         Plainsboro, New Jersey 08536
         Phone: 609-282-0143
         Fax: 609-282-2940
         
      4. Mark Paules, Vice President
         C-P Flexible Packaging
         15 Grumbacher Rd.
         York, Pennsylvania 17402
         Phone: 717-764-1193
         Fax: 717-764-2039

      5. James M. Meyer, Vice President
         U.S. Durum Milling, inc.
         7900 Van Buren
         St. Louis, Missouri 63111
         Phone: 314-633-3812
         Fax: 314-752-7621
         
      6. Jamie Zimmerman, Managing Member
         Litespeed Master Fund, Ltd.
         237 Park Ave. Suite 900
         New York, New York 10017
         Phone: 212-808-7420
         Fax: 212-808-7425

      7. Steven P. Vizoukis, Vice President
         Caraustar Custom Packaging Group
         50 Chestnut Ridge Rd.
         Montvale, New Jersey 07645
         Phone: 201-930-1511
         Fax: 201-930-0489

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

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is the leading dry pasta  
manufacturer in the United States.  The Company filed for chapter
11 protection on May 10, 2004 (Bankr. M.D. Pa. Case No. 04-02817).  
Eric L. Brossman, Esq., at Saul Ewing LLP represents the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, they listed both estimated debts
and assets of over $100 million.


NEWMARKET TECHNOLOGY: Alerts Stockholders on New Name & Symbol
--------------------------------------------------------------
NewMarket Technology Inc. (OTCBB:NMKT) released a letter to
shareholders to introduce the recent NewMarket name change and
corresponding symbol change on the OTCBB. The letter reaffirms the
2004 corporate plan to achieve $50 million in annualized revenue
and updates shareholders on recent progress to identify and act
against specific illegal trading activity.

   Dear Fellow Shareholders,

   On Friday, July 16, the OTCBB Exchange changed our ticker
symbol to reflect our recent Corporate name change from IPVoice
Communications Inc. (OTCBB:IPVO) to NewMarket Technology Inc.
(OTCBB:NMKT). The name change has been part of our overall long-
term plan to expand our business model to include Internet
technologies beyond just VoIP. However, we may get more benefit
from this name change than just re-branding our expanded business
model.

   As shareholders you all own stock, though most of you have
never seen a stock certificate. You have an electronic report in
the form of your account statement that reflects your stock
ownership. Some of you may not realize that paper certificates
even exist, but they do.

   The Depository Trust Company (DTC) is charged with the
responsibility of insuring that your electronic report of stock
ownership corresponds to an actual paper stock certificate
representing shares owned. This is no easy task, given the high
volume of daily trades, let alone the fact that a single share may
trade hands multiple times in any given hour. Introduce the
practice of short selling and the correlation of electronic
certificates to paper certificates arguably becomes almost an
impossibility.

   I am sure many of you understand naked short selling practices,
but some of you may not be familiar with the strategy. Naked short
selling is simply the sale of a share that does not exist in hopes
that the price will go down allowing the short seller to buy stock
at a lower price to fill his short order. In the event of a short
sale, there are more electronic certificates than paper
certificates until the short seller buys stock to fill their short
sale. If the stock price goes up, the short seller loses money,
just like you may lose money if you bought stock and the price
goes down.

   Short selling, within certain rules, is not illegal. However,
when a short seller coordinates his efforts with posting false
claims about Company operations on the Terra Lycos Raging Bull
online bulletin board, then a law has been broken. Such a short
seller is attempting to manipulate the share price down in order
to benefit from their short sale. We have tracked many Raging Bull
posters and we have discovered individuals employed by investment
banking firms. We are taking action accordingly and will continue
in our efforts to track other suspicious Raging Bull posters.

   Some short sellers never intend to buy stock to fill their
short sales. Technically, to sell a share short a share must first
be borrowed so that in the event the share price goes up, the
borrowed share can be collected to fill the short order. Naked
short sellers take advantage of foreign brokers outside the close
scrutiny of United States regulators to borrow against shares that
might not exist in order to make short sales. This is where the
Berlin Stock Exchange may be an issue. The Berlin Stock Exchange
has been very uncooperative in working with us to mitigate the
potential of any issue. The Berlin Exchange has recognized in
writing the ability for their Exchange to be utilized to support
naked short selling in the United States, but has nevertheless
refused our repeated requests to be de-listed in what they believe
to be the best interest of German shareholders. We have made an
offer to coordinate a purchase of all stock traded on the Berlin
Exchange and ostensibly held by German shareholders in combination
with a de-listing of our stock on the Berlin Exchange. The Berlin
Stock Exchange has not taken our offer. We have engaged German
legal representation and will take the necessary legal actions.

   What can we do in addition to pursuing message board posters
and the Berlin Stock exchange in court? Request your broker to
send you the paper certificates for your stock. This will force a
reconciliation of paper and electronic certificates and uncover
any open short positions so that regulators can deal with the
naked shorters accordingly.

   With the name change and ticker symbol change, new paper stock
has been created with a new CUSIP number. CUSIP stands for
Committee on Uniform Securities Identification Procedures. A CUSIP
number identifies stocks of all registered U.S. and Canadian
companies. The CUSIP system is owned by the American Bankers
Association and operated by Standard & Poor's. Technically, all
existing paper certificates, either in a safe at the DTC or in a
safe at your broker's, should be exchanged for a new paper
certificate with the new CUSIP number. The exchange of all old
paper certificates for new paper certificates would effect a
reconciliation of all paper certificates with all electronic
certificates and all short positions would be uncovered. This
process however is not well regulated. By each legitimate
shareholder demanding a paper certificate, the electronic
reconciliation can be essentially effected by shareholder mandate.

   Do not let your broker deny you the right to "order out" a
stock certificate. You may find resistance from your broker when
you make this request. You have the right to receive paper
certificates. Do not take no for an answer.

   An artificial supply of Company stock may be the cause of our
recent share price decline. Basic economics tells us if supply is
plentiful, then the price declines. However, if through an
electronic share reconciliation we discover that the supply is
truly artificial and that actually a scarcity of stock exists,
then basic economics will work to increase the share price.

   Please do not hesitate to contact the Company with any
questions regarding a request for a paper certificate. We also
want to hear about any resistance you encounter in your request.

   While we are working diligently to manage the current
suspicious trading activity, the majority of our time is dedicated
to continuing to grow the Company accordingly to plan. We recently
announced a $1 million dollar organic sales contract and
anticipate closing similar deals in the near future. We are
beginning to realize notable sales traction with an improved
opportunity to sign larger contracts. We are closing the books for
the second quarter now and will announce the second quarter
results and the forecast for the balance of 2004 in early August.
We are on track to meet our corporate goal of an annual revenue
run rate of $50 million by year end with $20 million in booked
revenue. In spite of the recent suspicious stock trading activity,
the Company is in better operational condition then ever.

   Thank you for your ongoing support.

                                 Philip Verges, CEO
                                 NewMarket Technology Inc.

                  About NewMarket Technology Inc.

In 2002, NewMarket (formerly IPVoice Communications Inc.) --
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.

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


NIR DIAGNOSTICS: Grants Stock Options to 6 Outside Directors
-----------------------------------------------------------
NIR Diagnostics Inc., (TSX Venture:CEM) formerly CME Telemetrix
Inc., a leading-edge developer of near-infrared instruments,
announced grants of stock options to six outside directors of the
Company under the 2003 Stock Option Plan, which was approved by
shareholders in December 2003, and amended by shareholders in
July, 2004. At a meeting on July 15, 2004, the Board of Directors
of CME Telemetrix granted such outside directors an aggregate of
60,000 stock options at an exercise price of $0.40 per option. In
accordance with the Plan, the options have a term of 5 years and
vest over an eighteen month period.

On July 15, 2004, shareholders of the Company approved an
amendment to the Plan to increase the maximum number of shares
reserved for issuance under the Plan from 2,500,000 to 4,750,000.

NIR Diagnostics is a leading developer of near infrared,
spectroscopy based, medical diagnostic technology. The Company has
an extensive portfolio of optical, electronic and algorithm
related patents in the field of blood analysis. Currently, the
Company's primary focus is the development of in vivo and in vitro
devices that utilize near infrared light to measure key blood
analytes.

                           *   *   *

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

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

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


OWENS CORNING: Futures Representative Asks Court to Quash Subpoena
------------------------------------------------------------------
James J. McMonagle, legal representative for future asbestos
claimants, asks the U.S. Bankruptcy Court for the District of
Delaware to enter a protective order and quash a document and
deposition subpoena served on him on June 13, 2004 by counsel for
Kensington International Limited, Springfield Associates, LLC, and
Angelo Gordon.

Mr. McMonagle argues that:

   (1) While bankruptcy rules ordinarily allow depositions in
       adversary proceedings and contested matters, no adversary
       proceedings or contested matter is specified in the
       Subpoena.  To the extent that Kensington seeks a
       deposition outside the context of a specific adversary
       proceeding or contested matter, there is no mechanism in
       the Federal Rules of Bankruptcy Procedure to do so, except
       Bankruptcy Rule 2004 which requires a court order
       pre-authorizing the examination.  Since Kensington failed
       to obtain a court order, it is not authorized to proceed
       with the discovery of the Futures Representative;

   (2) The Subpoena is defective and should be quashed under Rule
       45(b)(1) of the Federal Rules of Civil Procedure because
       it improperly seeks to shorten the Futures
       Representative's time for response to a document request
       under Bankruptcy Rule 7034(c);

   (3) Since 21 of the 24 requests contained in the Subpoena
       expressly refer to Francis E. McGovern and the remaining
       three requests implicitly target Professor McGovern, it
       appears that Kensington is seeking discovery of the
       Futures Representative in connection with its request to
       disqualify Professor McGovern.  However, Professor
       McGovern resigned as Mediator in the Debtors' cases,
       effective June 30, 2004.  The Disqualification Motion is
       therefore moot, and there is no valid purpose to be served
       by taking the discovery sought by the Subpoena;

   (4) The discovery sought by the Subpoena is nothing more than
       a massive and impermissible fishing expedition
       overwhelmingly unrelated to the Debtors' Chapter 11 cases;

   (5) The Subpoena impermissibly seeks discovery concerning:

       (a) meetings of the future claimants' representatives in
           various Chapter 11 cases, including cases that were
           not pending before Judge Wolin;

       (b) Professor McGovern's views on the proposed FAIR Act
           bankruptcy legislation; and

       (c) the Congressional testimony of Eric Green concerning
           the proposed FAIR Act bankruptcy legislation.

       As the Bankruptcy Court found in connection with the
       Disclosure Statement hearing, the FAIR Act is irrelevant
       to the Debtors' Chapter 11 cases.  Even if it were
       relevant, at most it is a subject that relates to plan
       confirmation.  Therefore, discovery now is premature.  
       Discovery concerning trust distribution procedures and
       trust claims processing -- which were, in addition to the
       FAIR Act, the subjects discussed at meetings of the future
       claimants' representatives -- is similarly improper
       because it relates to plan confirmation, and is premature.
       Additionally, discovery concerning the futures
       representatives other than Mr. McMonagle is irrelevant to
       the Debtors' Chapter 11 cases; and

   (6) The Requests are improper because they seek mediation-
       privileged communications, discovery relating to a
       reorganization plan, and discovery of attorney-client
       communications and attorney work product.

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


PACIFIC ENERGY: Declares Cash Distribution for Second Quarter
-------------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX) declared a cash
distribution of $0.4875 per unit for the quarter ended June 30,
2004, payable August 13, 2004, to unitholders of record as of
July 30, 2004. This distribution is unchanged from the prior
quarter but represents a 5.4 percent increase over the
distribution for the quarter ended June 30, 2003.

Pacific Energy Partners, L.P. (Moody's, Ba2 Corporate Credit  
Rating) is a Delaware limited partnership headquartered in Long  
Beach, California. Pacific Energy Partners is engaged principally
in the business of gathering, transporting, storing and  
distributing crude oil and other related products in California  
and the Rocky Mountain region. Pacific Energy Partners generates
revenues primarily by charging tariff rates for transporting
crude oil on its pipelines and by leasing capacity in its storage   
facilities. Pacific Energy Partners also buys, blends and sells   
crude oil, activities that are complimentary to its pipeline   
transportation business.


PARMALAT CANADA: Completes CN$610 Million Refinancing
-----------------------------------------------------
Parmalat  Finanziaria SpA, in Extraordinary Administration,
announced the completion of an up to CN$610 million refinancing by
its Canadian subsidiaries, Parmalat Dairy & Bakery Inc. and
Parmalat Food Inc., as guarantor.  Parmalat Dairy and Parmalat
Food Inc. are collectively known as "Parmalat Canada".  Ontario
Teachers' Pension Plan Board has provided financing to Parmalat
Dairy which has been used to repay its existing indebtedness and
obligations to certain senior lenders.  The proceeds of the
financing were also used to repay part of the indebtedness owing
to the holders of the US$285 million and CN$23 million of senior
notes issued by Parmalat Dairy.  The amount of the refinancing
proceeds which were used to repay existing obligations is
approximately CN$550 million.  The balance of the funds will be
used for general business and operating purposes.

OTPPB is providing two term credit facilities for a total of
CN$530 million.  The Term Facilities have a three year term.  The
Term Facilities are secured by all of the assets and property of
Parmalat Canada and some of the assets of the Canadian holding
company, including a pledge of the shares of Parmalat Dairy.

The financing also includes a revolving credit facility of
up to CN$80 million and underwritten by OTPPB and being provided
by a major Canadian bank.  The Revolving Facility is for a term
of two years, extendible by one year at the discretion of the
lender, and is secured on the receivables and inventory of
Parmalat Canada.

Parmalat Dairy may choose to prepay the credit facilities
subject to an early prepayment premium.  Subject to certain
exceptions, Parmalat Dairy will be obligated to make a prepayment
if there are proceeds from the sale of assets, or from the
issuance of debt or equity, as well as to make a prepayment of a
certain percentage of excess cash flow.

Parmalat Dairy will also be required to make a further
payment to OTPPB if it sells a substantial portion of its
business, or undergoes a direct or indirect change of control or
a significant liquidity event under certain circumstances.

The terms of the prepayment of the Senior Notes include cash
consideration of approximately CN$420 million and the issuance of
new senior subordinated notes to the holders of the Senior Notes
in the amount of approximately CN$71 million.

These new senior subordinated notes mature June 2010 and
June 2012.  Upon a change of control or sale of all or
substantially all of the assets of Parmalat Dairy or a
significant liquidity event, Parmalat Dairy must offer to
purchase the new senior subordinated notes at their face value.  
Interest on the new senior subordinated notes will be payable at
the option of Parmalat Dairy either:

      (i) in-kind interest at a rate of 7% per annum; or

     (ii) in cash at a rate of 5% per annum.

The terms of the financing announced today do not permit any cash
payment on these new senior subordinated notes during the term of
the new facilities provided by OTPPB.

                      OTPPB Bankrolls 100%
                of Parmalat Canada's Funding Needs

Parmalat Dairy &  Bakery Inc. announced the completion of a CN$610
million refinancing of its Canadian operations with the Ontario
Teachers' Pension Plan.  The financing is being provided to repay
certain existing indebtedness with the balance of funds being
available for general business and operating purposes for the
Canadian operations.  The financing includes a revolving credit
facility of up to CN$80 million, underwritten by Ontario Teachers'
Pension Plan and being provided by a major Canadian Bank.

"This financing will allow Parmalat Dairy & Bakery Inc. to
refinance all of its existing senior debt and provide it with the
financial resources necessary to execute its business plans.  We
are honoured to welcome the Ontario Teachers' Pension Plan as an
outstanding financial partner for our business, and this
agreement is a strong endorsement of our business and its value,"
said Nash Lakha, Executive Vice President and Chief Financial
Officer of Parmalat Dairy & Bakery Inc.

Marc Caira, President and CEO, Parmalat Dairy & Bakery Inc.
added, "This financing provides the company with a stable capital
structure and the financial resources necessary to drive our
business forward for the benefit of our customers, suppliers,
employees and shareholders."

The Ontario Teachers' Pension Plan was pleased to partner
with Parmalat Dairy & Bakery's strong Canadian business through
this agreement.

"Our commitment to underwrite 100 percent of Parmalat Dairy
& Bakery Inc.'s long-term funding requirements will eliminate any
uncertainty, amongst suppliers, customers and employees, while
its parent company completes its restructuring," said Jim Leech,
Senior Vice-President, Ontario Teachers' Pension Plan.

Parmalat Dairy & Bakery Inc. is a premier provider of value
added branded dairy and food products to Canadian consumers.  The
business markets a variety of milk and dairy products, such as
yoghurt, butter and cheese in Canada under the Parmalat brand
name, and other strong brands including ASTRO(R), Beatrice(R),
Black Diamond(R), Balderson(R), and Lactantia(R).

The Ontario Teachers' Pension Plan is an independent
corporation responsible for investing $75.7 billion in assets and
administering the pensions of Ontario's 250,000 active and
retired teachers.

Lazard advised Parmalat on the refinancing.

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)    


PG&E NATIONAL: ET Debtors Want to Pay Key Employee Bonuses
----------------------------------------------------------
To successfully wind down their operations, Debtors NEGT Energy
Trading Holdings Corporation, NEGT Energy Trading - Gas
Corporation, NEGT ET Investments Corporation, and NEGT Energy
Trading - Power, L.P., NEGT Energy Services Ventures, Inc., and
Quantum Ventures (ET Debtors), in consultation with their
financial advisors, National Energy & Gas Transmission, Inc., and
NEGT Services Company, LLC, developed a Key Employee Retention
Plan to retain and motivate six employees necessary to the
efficient and expedient completion of the wind down process.

The salient terms of the Retention Plan are:

A. Terms

   Participants will be entitled to earn a guaranteed retention
   bonus and will be eligible to receive a discretionary
   retention bonus;

B. Administration

   The Retention Plan will be administered by the Plan
   Administrator who is the Vice President of the Human Resources
   of NEG.  The Plan Administrator -- with the approval of
   Alvarez & Marsal, LLC, the Debtors' financial advisor -- will
   determine which employees will be eligible to participate in
   the Retention Plan.  Each Participant will receive written
   notification of participation in the Retention Plan, as soon
   as practicable after the Effective Date, that will designate
   the amount of the Participant's Guaranteed Bonus.  After the
   Effective Date, the Plan Administrator, in conjunction with
   Alvarez & Marsal and the President of NEGT Energy Trading
   Holdings Corporation, may add or substitute Participants when
   an eligible employee's employment has terminated or reallocate
   any amounts that have been forfeited under the Retention Plan
   as a result of a Participant's termination of employment; and

C. Timing

   The Guaranteed Bonus, and any Discretionary Bonus, will become
   payable within 10 business days after the Participant's date
   of termination.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, states that the Participants will provide
the ET Debtors with vital accounting and other financial services
including analysis and reconciliation of outstanding trade
contracts and claims review and research.  It is anticipated that
the Participants will be required to remain with the ET Debtors
at least until December 31, 2004.  The ET Debtors estimate that
if the Participants remain until their expected termination dates
and are awarded the maximum amount available under the Retention
Plan, the ET Debtors would need to reimburse NEG and NEGT
Services $550,000.

Accordingly, the ET Debtors seek the Court's permission to
reimburse NEG and NEGT Services for the bonuses paid pursuant to
the Retention Plan.

Mr. Fletcher states that the Participants are being asked to work
themselves out of a job.  Without the Retention Plan, the
Participants may resign before the wind down is complete forcing
the ET Debtors to pursue more expensive alternatives.  "This
would jeopardize the ET Debtors' ability to maximize the
remaining assets of their estates for the benefit of their
creditors.  The Retention Plan is reasonably calculated to induce
the Participants to remain with the ET Debtors for as long as
they are needed during the wind down period, and thus, must be
approved," Mr. Fletcher says.

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


PHAR-MOR INC: Continues to Make Distributions According to Plan
---------------------------------------------------------------
As previously reported, on September 24, 2001, Phar-Mor, Inc.
filed voluntary petitions for bankruptcy protection, on behalf of
itself and its eight operating subsidiaries, under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Ohio (Case Nos. B-01-4-4007
through B-01-4-4015).

On March 13, 2003, the United States Bankruptcy Court entered an
Order Confirming First Amended Joint Plan of Liquidation proposed
jointly by the Debtors (Phar-Mor, Inc. and its named affiliates
and subsidiaries) and its Official Committee of Unsecured
Creditors.

The Order, among other things, approves the distribution of funds
to certain classes of creditors as set forth in such Plan and
provides for a Plan Effective Date of March 28, 2003. The Company
paid certain administrative claims in full on March 31, 2003 along
with payment of certain agreed unsecured claims in the form of an
initial distribution of seven percent (7%) of the agreed amount of
the unsecured claim. The Company made second and third
distributions of seven percent (7%) and five percent (5%),
respectively, of the agreed amount of unsecured claims in October
2003 and April 2004 and continues to pay claims as they are
settled in accordance with the Plan.


PNC FINANCIAL: Fitch Places Low-B Ratings on CreditWatch Positive
-----------------------------------------------------------------
Fitch Ratings affirms all ratings of PNC Financial Services Group,
Inc. and its affiliates. At the same time, Fitch has removed
ratings of Riggs National Corporation and its affiliates from
Rating Watch Negative and has placed them on Rating Watch
Positive. These actions follow PNC's announcement earlier today
that it has reached a definitive agreement to purchase Riggs for
approximately $779 million in stock and cash. The ratings of Riggs
and its affiliates will likely be aligned with PNC's ratings when
the transaction is consummated.

The acquisition includes both bank and holding company assets, and
is expected to close in early 2005 after regulatory and
shareholder approvals have been received. A complete list of
ratings follows at the end of this release.

The transaction fits well into PNC's retail banking and asset
management business model. The acquisition will enable PNC to
expand into the high-growth metropolitan Washington D.C. market.
Fitch believes that Riggs' deposit franchise is intact and has not
been seriously damaged by the company's recent regulatory
problems. PNC plans to expand beyond this branch base by adding
approximately 30 branches in the Maryland and Virginia portions of
this market over the next few years. On the asset management side,
Riggs will add approximately $3 billion to Assets under Management
after certain business lines have been divested.

The transaction poses certain challenges for PNC. Riggs is
currently under regulatory supervision for irregularities in its
embassy banking business. PNC plans to exit or drastically reduce
this business, and expects regulatory issues to be resolved before
the transaction closes. Other challenges include Riggs' weak
earnings capacity, its low fee income base, and the strongly
competitive nature of the D.C. market. PNC will also need to
achieve significant cost saves in excess of its investment in new
branches. Also, capital will be reduced slightly by this
transaction due to the creation of additional goodwill. Finally,
the deal poses the normal risk of business integration.

Fitch believes PNC should be able to execute on integration and
cost saves, and should also be able to improve Riggs' base of fee
income. Nonetheless, the transaction is expected to be dilutive to
earnings per share in 2005 and to reach break even in 2006.

Fitch will monitor regulatory and capital issues carefully. While
Fitch believes that the exit of the embassy business should
resolve most of these issues, PNC will need to invest in training
and compliance systems to prevent future problems. Fitch believes
that capital will remain at acceptable levels after this deal
closes, given PNC's current rating levels. However, future M&A
activity or unexpected expenses could place stress on capital, and
Fitch will monitor such trends on an ongoing basis.

   Ratings Affirmed, Rating Outlook Stable:

            PNC Financial Services Group
     
               --Long-term Senior 'A';
               --Long-term Subordinated 'A-';
               --Preferred Stock 'A-'
               --Short-term 'F1';
               --Individual 'B/C';
               --Support '5'.

            PNC Funding Corp.

               --Long-term Senior 'A';
               --Long-term Subordinated 'A-';
               --Short-term 'F1';
               --Individual 'B/C'
               --Support '5'.
               
            PNC Bank N.A.

               --Long-term deposits 'A+';
               --Long-term Senior 'A';
               --Long-term Subordinated 'A-';
               --Short-term Senior 'F1';
               --Short-term Deposits 'F1';
               --Individual 'B/C'
               --Support '4'.

            PNC Bank Delaware

               --Long-term deposits 'A+';
               --Long-term Senior 'A';
               --Short-term Senior 'F1';
               --Short-term Deposits 'F1';
               --Individual 'B/C'
               --Support '4'.

            PNC Financial Corp.
     
               --Long-term Subordinated 'A-'.
          
            PNC Capital Trust A
            PNC Capital Trust B
            PNC Capital Trust C
            PNC Capital Trust D
            PNC Institutional Capital Trust A
            UNB Capital Trust I

               --Trust Preferred 'A-'.

   Ratings Placed on Rating Watch Positive:

            Riggs National Corporation

               --Long-term senior 'BB-'
               --Subordinated debt 'B+';
               --Short-term debt 'B';
               --Individual 'D';
               --Support '5'.

            Riggs Bank National Association

               --Long-term deposits 'BB+';
               --Long-term senior 'BB';
               --Short-term debt 'B';
               --Short-term deposits 'B';
               --Individual 'D'.
               --Support '5'.

            Riggs Capital
            Riggs Capital II

               --Preferred stock 'B'.


QWEST COMMUNICATIONS: Expands World Vision Contract
---------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) signed an
expanded multi-year contract with World Vision, Inc., a leading
humanitarian organization serving the world's poorest children and
families, for its industry-leading private routed network (PRN)
services. World Vision has been a Qwest customer since 1995.

Using Qwest's PRN services, World Vision is able to send and
receive voice, video and data information to its offices
throughout the United States. This helps World Vision better
execute its economic development, education and healthcare
services to families in need. Qwest's PRN service gives World
Vision a cost-effective solution to communicate more efficiently
across the country and is easily scaleable to help it communicate
with its field offices throughout the world.

"Using Qwest's communication services provides us with the tools
we need to communicate interactively with our staff in many
different locations simultaneously," said Mark Berger, World
Vision manager of telecommunications. "The efficiency and
reliability of these tools help us to work collaboratively to
develop and implement programs that best serve underprivileged
children and families."

"At Qwest, we are committed to providing all of our customers with
tailored communications solutions that, in turn, help them provide
better service to their clients," said Clifford S. Holtz,
executive vice president, Qwest business markets. "We are proud to
help World Vision achieve its communications objectives and
provide quality service to such a far-reaching, humanitarian
organization."

Qwest's PRN is a secure, managed and scalable suite of solutions
that help customers improve efficiency by minimizing their role in
network management and other operational burdens imposed by wide
area networking and security technologies. Qwest's virtual private
network services received an "A-minus" grade from Network
Computing Magazine in a 2004 study and were recently ranked number
one in a 2003 America's Network end-user survey of service
providers.

                     About World Vision

Founded in 1950, World Vision is a Christian humanitarian
organization, serving the world's poorest children and families in
nearly 100 countries.

World Vision maintains health, education, agriculture, water,
sanitation, and small business projects that help millions of
people in their communities, helping transform the lives of
children and families in need without regard to their religious
beliefs, gender, race, or ethnic background. For more information,
visit www.worldvision.org.

                        About Qwest

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

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


RAVEN MOON: Shareholders' Meeting Set for Aug. 12 in Orlando, Fla.
------------------------------------------------------------------
The Annual Meeting of the Shareholders of Raven Moon
Entertainment, Inc. will be held at Renaissance Orlando Resort,
6677 Sea Harbor Drive, Orlando, FL 32821-8092, on August 12, 2004,
at 10:00 a.m. local time. The purposes of the meeting are:

     1.   The election of five directors for the one-year term
          ending in 2005; and

     2.   The amendment the Articles of Incorporation to Authorize
          the issuance of up to 400,000,000 shares of common
          stock.

The Board of Directors set May 25, 2004 as the record date for the
meeting.

At March 31, 2004, Raven Moon Entertainment's balance sheet shows
a stockholders' deficit of $79,079.


RBX CORPORATION: Court Establishes August 23 Claims Bar Date
------------------------------------------------------------
On May 10, 2004, the U.S. Bankruptcy Court for the Western
District of Virginia entered an order establishing a deadline by
which all creditors holding claims against RBX Corporation and its
debtor-affiliates must file their proofs of claim in the Debtors'
chapter 11 cases.

August 23, 2004 at 4:00 p.m. is the deadline.  Proofs of claim
must be filed so as to be received at:

                         The Altman Group
                         60 East 42nd Street
                         New York, NY 10165

before the court-imposed deadline.

Proofs of Claim need not be filed on account of claims:

     (a) listed in the debtor's schedules;

     (b) properly filed with the correct;

     (c) previously allowed by the order of the court;

     (d) expenses of administration;

     (e) from a debtor against a debtor;

     (f) arising from rejection of an executory contract or
         unexpired lease of the debtors; or

     (g) previously paid by the debtor.

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

RBX Corporation, formerly known as RBX Group, Inc., is North
America's premiere manufacturer of closed cell foam and custom
mixed rubber compounds.  The company filed for chapter 11
protection (Bankr. W.D. Virginia Case No. 7-04-00725) on Feb. 24,
2004.  Lawyers at Hunton & Williams LLP represents the debtors in
their restructuring efforts.


RCN CORP: Creditors' Committee Wants Milbank Tweed as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of the RCN
Corporation Debtors needs bankruptcy lawyers to prosecute the
interests of unsecured creditors in the Debtors' Chapter 11 cases.  
Eric L. Eddin, Co-Chairman of the Creditors Committee, tells Judge
Drain of the U.S. Bankruptcy Court for the Southern District of
New York that the Committee chose Milbank, Tweed, Hadley & McCoy,
LLP, as legal counsel due to its vast experience in representing a
number of creditors' committees in large Chapter 11 cases and
other debt-restructuring scenarios.  Milbank possesses extensive
knowledge and expertise in the areas of law relevant to the
Debtors' cases, and is well qualified to represent the Creditors
Committee.

As counsel, Milbank will:

   (a) advise the Committee with respect to its rights, powers,
       and duties in the Debtors' cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of the Chapter
       11 cases;

   (c) assist the Committee in analyzing the claim of the
       Debtors' creditors and in negotiating with the creditors;

   (d) assist with the Committee's investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the Debtors and the operation of the Debtors' businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to, among other things, the terms of a plan or
       plans of reorganization for the Debtors;

   (f) assist the Committee in its analysis of, and negotiations
       with, any debtor-in-possession or exit financing lender;

   (g) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in the Chapter 11 cases;

   (h) represent the Committee at all hearings and other
       proceedings;

   (i) review and analyze applications, orders, statements of
       operations, and schedules filed with the Court and advise
       the Committee as to their propriety;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives; and

   (k) perform other legal services as may be required and are
       deemed to be in the interest of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code.

Milbank will be compensated in accordance with its standard
hourly rates:

                  Partners           $550 - 725
                  Of Counsel          525 - 675
                  Associates          315 - 505
                  Legal Assistants    130 - 280

Dennis F. Dune, a partner at Milbank's Financial Restructuring
Group, assures the Court that the firm does not represent or hold
any interest adverse to the Debtors' estates or their creditors.

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: Omni Offers SG$1,000,000 for Reliance National Asia
-------------------------------------------------------------
M. Diane Koken, the Insurance Commissioner of the Commonwealth of  
Pennsylvania as Liquidator of Reliance Insurance Company, asks
the Commonwealth Court for permission to sell Reliance National
Asia Re Pte Limited.

The Liquidator wants to sell the share capital of RNA, a wholly
owned subsidiary of RIC, to Omni Whittington Investments
(Guernsey) Limited.  Omni will make payments in Singapore
dollars.  According to The Wall Street Journal, as of July 7,
2004, one Singapore dollar trades for US$0.5828.  Omni will pay
SG$1,000,000 for RNA, plus deferred consideration:

   (a) 90% of the first SG$5,000,000 of the liquidating dividends
       or distributions paid by RNA after closing;

   (b) 80% of the second SG$5,000,000 of the liquidating
       dividends or distributions paid by RNA after closing; and

   (c) 75% of any liquidating dividends or distributions paid by
       RNA thereafter.

RNA is licensed in Singapore and Malaysia to underwrite
reinsurance business.  RNA's principal broker from 1998 to 2000
was Collard & Partners Limited, an independent Lloyd's insurance
broker.  Collard is now in administrative proceedings in the
United Kingdom.  During this period, due to an ineffective
information dissemination process, Collard delayed providing
information to RNA on certain risks, premiums and claims for the
lines of business it brokered.  As a result, RIC's books were
unknowingly incomplete.

Collard's conduct resulted in operating losses for RNA.  During
2000 and 2001, despite strong investment income and foreign
exchange gains, RNA produced significant operating losses.  In
2001, RNA lost SG$11,600,000.  In 2002, RNA's losses were reduced
to SG$7,100,000.

A significant portion of the losses was attributable to Collard's
deficiencies.  As a result of the uncertainty created by the
Collard situation, the Singapore Monetary Authority required RNA
to post additional bad debt reserves and loss reserves.  In 2003,
RNA's operations stabilized and losses were almost eliminated.

As of 2000, RNA had SG$55,500,000 in total assets and
SG$29,900,000 in total equity.  After the losses of 2000 and
thereafter, RNA's earnings were eroded and the equity cushion
reduced.  In April 2001, RNA voluntarily ceased writing new
policies and formally entered runoff.

According to Larry H. Spector, counsel for Ms. Koken, RNA's
runoff will take considerable time.  On May 10, 2002, RIC
appointed PricewaterhouseCoopers Corporate Finance Pte, Ltd., to
provide financial advice and services connected with the sale of
RNA.  PwCCF is a limited liability company incorporated in
Singapore, which is licensed as an investment adviser by the
Monetary Authority of Singapore.

PwCCF was retained to assist RIC in:

   (a) preparing an information memorandum summarizing RNA's
       business and affairs;

   (b) soliciting interest in acquiring RNA from potential
       bidders;

   (c) assisting RIC in identifying and contacting potential
       bidders;

   (d) distributing the information memorandum and supplemental
       information to potential bidders;

   (e) organizing and administering the due diligence process;
       and

   (f) analyzing and negotiating the terms of expressions of
       interest and offers received by RIC.

PwCCF advised RIC to sell RNA through a "controlled auction
process."  This methodology would ensure that RNA, despite its
financial difficulties, could make appropriate disclosures of its
financial condition and maintain its bargaining power with
potential buyers.

In May 2002, PwCCF and RIC compiled a long list of 43 potential
purchasers, which included global reinsurers, regional insurers,
insurers and companies that specialize in runoff situations.  
PwCCF immediately removed four parties from the list, determining
that they were unlikely buyers due to funding constraints or lack
of strategic fit.

Of the 39 potential bidders that were contacted, six requested
further information.  Each was provided with an information
memorandum and asked to provide specific criteria for its bid,
namely proposed price, funding method, terms of purchase, details
of financial standing, capitalization and a description of its
insurance business.  Of the six, four completed detailed
expressions of interest.  The bids ranged from SG$4,000,000 to
SG$12,00,000.  Omni indicated interest at a potential price of
SG$10,000,000 to SG$12,000,000.  Given existing exchange rates,
the bid was worth between $5,700,000 and $6,800,000.

The two bidders with the highest offers were invited to a data
room visit as part of due diligence.  Omni proceeded with its due
diligence and a question and answer session with RNA management
facilitated by PwCCF.  The remaining bidder could not proceed
with due diligence due to staff constraints and requested
deferral of a data room visit.  That bidder never followed
through with its offer.

After completing due diligence, Omni proposed to purchase both
RNA and another RIC entity, Reliance National Insurance Company
(Europe) Limited in one transaction.  RIC asked Omni to break out
the portion of the aggregate price for RNA.  Omni responded that
its offer equated to SG$2,750,000 to SG$3,400,000, or $1,560,000
to $1,950,000 for RNA.  RIC rejected this bid as unacceptable and
decided to complete the sale of RNICE to Omni before moving on to
the RNA sale.  As a result, RNA sale efforts were suspended from
January 2003 through October 2003.

Once RNICE was sold, PwCCF contacted the three previously
interested parties and provided further information about RNA,
including an actuary's report on the estimated claims reserves
and further details of financial position.  However, none of the
three parties made formal bids.

Throughout this period, RNA's financial situation continued to
deteriorate.  Omni's first bid was based on RNA's financials as
of December 31, 2001, which showed equity of about SG$18,400,000.  
As of December 31, 2002, RNA's equity had declined to
SG$11,900,000.  According to Mr. Spector, the Liquidator wanted
to dispose of the RNA unit quickly, before further operating
losses reduced Omni's willingness to complete a transaction.  As
a result, the Liquidator negotiated with increased urgency.

In December 2003, Omni and RIC negotiated final transaction
terms.  RIC wanted a fixed price bid, but Omni rescinded that
offer due to the operating losses and weakened balance sheet of
RNA.  Under the Sale Agreement, Omni will pay an initial
consideration of SG$1,000,000, plus deferred compensation based
on a formula derived from dividends or distributions.

The Liquidator illustrates the potential payout to RIC under
various Omni runoff scenarios:

   Distributions      RNA Share    Down Payment      RNA Total
   -------------      ---------    ------------      ---------
    SG$5,000,000   SG$4,500,000    SG$1,000,000   SG$5,500,000
      10,000,000      8,500,000       1,000,000      9,500,000
      15,000,000     12,250,000       1,000,000     13,250,000

The Liquidator believes that the sale under the proposed terms
will produce the best possible result for the RIC estate.  Omni
has significant experience in the runoff insurance business.  
Omni will place RNA through a "solvent scheme of arrangement"
under Singapore law, which expedites the claims resolution
process, minimizing the time and expense of runoff.  These
actions should increase the distribution from RNA's business to
RIC.  The sale is structured so that RIC will receive nearly all
of the first distributions.  Omni will reap substantial profits
only by successfully administering the runoff.

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)    


ROXBOROUGH: U.S. Trustee Appoints 6-Member Creditors' Committee
---------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, Acting United States Trustee for Region 3, appointed
six creditors to serve on an Official Committee of Unsecured
Creditors in Roxborough Memorial Hospital's Chapter 11 case:

   (1) Merion Pathology Associates
       707 South Bownan Avenue
       P. O. Box 143
       Merion Station, Pennsylvania
       Attn: Walter I. Hoffman, M.D.
       Telephone: (610) 664-5954
       Fax: (610) 664-3928

   (2) Aramark Healthcare Support Services, Inc.
       1101 Market Street
       Philadelphia, Pennsylvania
       Attn: James T. Tobin
       Telephone: (215) 238-4001
       Fax: 238-6175

   (3) Rehab Care Group Management Services, Inc.
       C/O Tachau Maddox, Hoviaus & Dickens, PLC
       2700 National City Tower
       Louisville, Kentucky
       Attn: Brian F. Haara, Esq.
       Telephone: (502) 588-2000
       Fax: (502) 588-2020
   
   (4) Mercy Fitzgerald Hospital
       1500 Lansdowne Avenue
       Darby, Pennsylvania
       Attn: Jeffrey B. Miller, Esq.
       Telephone: (610) 567-6120
       Fax: (610) 567-6820

   (5) Medline Industries, Inc.
       One Medline Place
       Mundelein, Illinois
       Attn: Richard Wisniewski
       Telephone: (847) 949-3014
       Fax: (847) 837-2705

   (6) REPA (Roxborough Emergency Physicians Associates)
       604 Williamsburg Drive
       Broomall, Pennsylvania
       Attn: Robert Cameron, M.D.
       Telephone: (610) 356-9101
       Fax: (215) 487-4333

Headquartered in Philadelphia, Pennsylvania, Roxborough Memorial
Hospital -- http://www.roxboroughmemorial.com/-- offers health  
services and medical programs.  The Company filed for Chapter 11
protection on June 30, 2004 (Bankr. E.D.Pa. Case No. 04-18933).  
Marnie E. Simon, Esq., at Stevens & Lee, P.C., represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed both estimated debts and
asset of over $10 million.


SCIQUEST INC: Trinity Ventures to Acquire Company by July 27
------------------------------------------------------------
SciQuest, Inc.'s (NASDAQ: SQST) stockholders have approved the
agreement by Trinity Ventures to acquire the company. The
acquisition will result in SciQuest being wholly owned by Trinity
Ventures with each SciQuest stockholder having the right to
receive per share cash consideration after the closing of the
acquisition in accordance with the terms of the definitive
acquisition agreement.

"This is an important milestone for SciQuest and we are pleased
that our shareholders have shared their support by voting in favor
of this decision," said Stephen J. Wiehe, president and CEO of
SciQuest. "We are excited to be one step closer to becoming part
of Trinity Ventures and continuing to grow and focus on delivering
the most value to our customers."

Following closing of the acquisition, which the company
anticipates to be on or about July 27, 2004, subject to the
satisfaction of the closing conditions specified in the definitive
acquisition agreement, SciQuest will no longer be a publicly
traded company and will cease to be listed on the NASDAQ National
Market. For more information please visit http://www.sciquest.com/

                        About SciQuest

SciQuest's on-demand solutions integrate organizations with their
suppliers to enable comprehensive spend management for the life
sciences and higher education markets.

SciQuest's complete suite of modular applications helps to
automate the source-to-settle process. When used with the SciQuest
Supplier Network, these solutions reduce redundant tasks and
maintain data integrity throughout the cycle of finding, acquiring
and managing goods to increase efficiency, reduce cost and provide
total spend visibility.

Many of the world's leading pharmaceutical, biotechnology,
chemical and academic organizations rely on SciQuest solutions
such as Biogen Idec, GlaxoSmithKline, Pfizer, Roche, Schering-
Plough, Arizona State University, Indiana University, University
of Michigan and University of Pennsylvania. SciQuest is
headquartered in Research Triangle Park, NC. For more information
about SciQuest, please visit http://www.sciquest.com/or call +1-
919-659-2100.
                        *   *   *

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

"The accompanying financial statements have been prepared on a
basis which assumes that the Company will continue as a going
concern and which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course
of business. The Company had an accumulated deficit of $296
million at March 31, 2004, and during the quarter then ended used
cash in operating activities of $2.2 million and incurred a net
loss of $3.1 million. The Company expects to continue generating
losses through at least 2004.

"During 2001, the Company restructured its operations and
transitioned from an e-commerce transaction company to a software
and related services provider. As a result, there is only limited
operating history under the current business model with which to
estimate future performance. The Company's cash flow is dependent
on its ability to control expenses and achieve revenue growth
which is dependent on the Company's ability to sell software
licenses and related services as well as acquire or develop new
products and service offerings. Additionally, 16% of the Company's
revenue for the three months ended March 31, 2004 was generated by
one customer, and the Company expects that large individual
transactions with major customers may continue to represent a
large percentage of revenues.

"There are significant uncertainties, based on recent economic
conditions and the Company's limited operating experience as a
software and related services provider, as to whether debt or
equity financing will be available if the Company is required to
seek additional funds. If the Company is able to secure funds in
the debt or equity markets, it may not be able to do so on terms
that are favorable or acceptable to the Company. Additional equity
financing would likely result in substantial dilution to existing
stockholders. If the Company is unable to raise additional capital
to continue to support operations, it may be required to scale
back, delay or discontinue one or more product offerings, which
could have a material adverse effect on the Company's business.
Reduction or discontinuation of any one of the Company's business
components or product offerings could result in additional
charges, which would be reflected in the period of the reduction
or discontinuation."


SIX FLAGS: Q2 Weak Performance Prompts S&P's Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Service placed its ratings on Six Flags
Inc., including its 'B+' corporate credit rating, on CreditWatch
with negative implications following the company's announcement of
weak operating performance in the second quarter ended
June 30, 2004.

Oklahoma City, Oklahoma-based Six Flags is the largest regional
theme park operator and a distant second-largest theme park
company in the world. Total debt and preferred stock as of June
30, 2004, was about $2.4 billion.

EBITDA was down 7% in the three months ended June 30, 2004,
reflecting a 4% fall in June attendance. The drop in EBITDA
follows an increase in negative EBITDA in the seasonally weak
first quarter ended March 31, 2004, and last year's disappointing
second quarter, when EBITDA declined 60% as a result of a 6% drop
in attendance.  Standard & Poor's estimates that debt and debt-
like preferred stock to EBITDA rose to roughly 8.5x in the
12 months ended June 30, 2004 versus 8.0x in 2003. "We had
anticipated improvement in Six Flags' credit measures in 2004,
which is now unlikely given the weak first half operating
performance," said Standard & Poor's credit analyst Hal Diamond.

Discretionary cash flow has been minimal during the past three
years despite reduced capital spending. The company plans to
further reduce capital spending in the full year 2004 to roughly
$75 million from $113 million in 2003.  Standard & Poor's is
concerned that this strategy is resulting in underinvestment in
the rides and attractions necessary to stimulate visitation. The
earnings outlook for the remainder of 2004 will likely continue to
be challenging, and company will need to maintain marketing
expenses and limit ticket price increases in order to generate
attendance.

Standard & Poor's expects that downgrade potential of Six Flags'
corporate credit rating will be limited to one notch, to the 'B'
level. Standard & Poor's will reevaluate the company's future
business strategies and operating outlook based its key third
quarter in completing the CreditWatch review.


SKYTERRA COMMS: Motient Corp. Prepays $22.6MM Promissory Note
-------------------------------------------------------------
SkyTerra Communications, Inc. (OTC: SKYT) receives approximately
$22.6 million from the Motient Corporation as payment of all
outstanding principal and accrued interest due under the
promissory note issued to SkyTerra by a wholly-owned subsidiary of
Motient on May 1, 2002 in connection with Motient's plan of
reorganization. As reflected in SkyTerra's public filings, because
of uncertainty concerning SkyTerra's ability to collect on the
note, the note previously was written off. As a result of
SkyTerra's receipt of the payment, the $22.6 million will be
reflected as income in the second quarter of 2004.

SkyTerra is currently engaged in a number of separate and
preliminary discussions concerning possible transactions relating
both to existing operations and the acquisition of complementary
businesses, though no definitive agreements have been reached.
SkyTerra expects to use its cash to support these and other future
initiatives.

At March 31, 2004, SkyTerra Communications Inc.'s balance sheet  
showed a stockholders' deficit of $2,773,000 compared to a deficit  
of $616,000 a year earlier.


SOLUTIA: Wants to Employ Colliers Turley as Real Estate Broker
--------------------------------------------------------------
Solutia, Inc., currently maintains its corporate headquarters at
575 Maryville Centre Drive in St. Louis, Missouri.  The leased
facility covers 270,000 square feet of space.  Solutia's lease
for the facility does not expire until August 2007.  In
accordance with its business plan, Solutia seeks to reduce the
costs of the Headquarters Lease and needs the services of a real
estate broker to identify another location to which Solutia may
move its headquarters or to assist in renegotiating the
Headquarters Lease.

Hence, Solutia seeks the authority of the U.S. Bankruptcy Court of
the Southern District of New York to employ Colliers Turley Martin
Tucker, nunc pro tunc to June 30, 2004, to serve as its exclusive
real estate broker.

Colliers is a leading real estate brokerage firm in the central
United States that has a strong local presence in many cities,
including St. Louis, Missouri.  Colliers represents numerous
corporations and other entities with respect to their real estate
requirements, including office brokerage, move management and
construction supervision services.  Colliers handles transactions
whose aggregate annual worth is more than $2.5 billion, manages
10 million square feet of office, industrial and retail space,
and employs more than 400 licensed real estate professionals and
900 associates throughout its seven regional offices.  Worldwide,
Colliers International Network has 8,800 employees in 247 offices
in 50 countries.

On June 30, 2004, Solutia and Colliers entered into an Exclusive
Tenant Representation Agreement.  Colliers will serve as
Solutia's exclusive real estate broker under the Retention
Agreement to locate about 75,000 square feet of new office space
for Solutia's headquarters or to renegotiate the Headquarters
Lease.  Colliers will also perform brokerage services,
construction supervision services and move management services as
required.

According to Jeffrey N. Quinn, Solutia's President and Chief
Executive Officer, Colliers will be compensated for its services
on a commission basis.  The amount of commission due will depend
on whether Solutia relocates its Headquarters to a new facility
or whether Solutia renegotiates the Headquarters Lease and
remains at its current facility:

    * If Solutia relocates to a new facility, Colliers will be
      paid $1.80 per square foot of lease area plus an amount
      equal to 7% of the construction costs to finish any
      improvements made to the premises; or

    * If Solutia renegotiates the Headquarters Lease and remains
      at the current facility, Colliers will be paid $1.65 per
      square foot of lease area under the renegotiated lease, plus
      an amount equal to 7% of the construction costs to finish
      any improvements made to the premises.

The term of the Retention Agreement is from June 30, 2004 to
December 31, 2004, or an earlier date as may be determined at
Solutia's sole discretion.  Colliers also may be entitled to
compensation under the Retention Agreement if within 90 days
following the expiration or early termination of the Retention
Agreement -- or for so long as ongoing negotiations continue with
a potential seller or landlord -- Solutia completes a
renegotiation of the Headquarters Lease or enters into a new
lease for any property identified by Colliers during the term of
the Retention Agreement.

Based on Colliers experience and expertise in office brokerage,
move management and construction supervision services, Mr. Quinn
asserts that the firm is both well qualified and uniquely able to
serve Solutia in an efficient, cost-effective and timely manner.
Moreover, the commission arrangement and other terms and
conditions of the Retention Agreement are competitive, reasonable
and commensurate with the standard terms that Colliers offers its
other clients.  The terms and conditions are also competitive
with, or better than, the terms and conditions submitted by other
firms considered by Solutia for the engagement.  Due to the
commission arrangement under the Retention Agreement, Solutia
only will be obligated to pay Colliers upon the relocation of
Solutia's headquarters to a new premises or the renegotiation of
the Headquarters Lease.  In either case, the fees payable to
Colliers will mean significant cost savings for Solutia.

David Thiemann, Managing Principal of Colliers, assures Judge
Beatty that the firm does not have or represent any interest
materially adverse to the interests of the Debtors, or of any
parties-in-interest.  Mr. Thiemann believes that Colliers is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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)


SOUTHERN STRUCTURES: Has Until July 29, 2004 to File Schedules
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana,
gave Southern Structures, Inc., more time to file its schedules of
assets and liabilities, statements of financial affairs and lists
of executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtor has until July 29, 2004 to file
their Schedules of Assets and Liabilities and Statement of
Financial Affairs.

Headquartered in Lafayette, Louisiana, Southern Structures, Inc.
-- http://www.southernstructures.com/-- is the owner and operator  
of a metal building and component manufacturing facility located
in Youngsville, Louisiana.  The Company filed for Chapter 11
protection on June 28, 2004 (Bankr. W.D. La. Case No. 04-51559).  
Patrick S. Garrity, Esq. and William E. Steffes, Esq. at Steffes,
Vingiello & McKenzie, L.L.C., represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1 million to $10 million in total assets
and total debts.


STANADYNE CORP: 10.25% Senior Sub. Notes Subject to Tender Offer
----------------------------------------------------------------
KSTA Acquisition, LLC, an affiliate of Kohlberg & Company, L.L.C.,
has commenced a cash tender offer and consent solicitation for any
and all of the outstanding 10.25% Senior Subordinated Notes due
2007 (CUSIP 852861AB9) issued by Stanadyne Corporation (formerly
known as Stanadyne Automotive Corp.), of which $66,000,000
aggregate principal amount are now outstanding. In conjunction
with the tender offer, consents are being solicited to effect
certain amendments to the indenture governing the Notes. As
previously announced, KSTA has entered into an agreement to
acquire all of the outstanding capital stock of Stanadyne
Corporation.

The offer to purchase will expire at 5:00 p.m., New York City
time, on August 16, 2004, unless extended or terminated. The
solicitation of consents will expire at 5:00 p.m., New York City
time, on July 29, 2004, unless extended or terminated. Holders
tendering their Notes will be required to consent to certain
proposed amendments to the indenture governing the Notes, which
will eliminate substantially all of the affirmative and
restrictive covenants, certain repurchase rights and certain
events of default and related provisions contained in the
indenture.

If the offer to purchase is consummated, tendering holders who
validly tender and deliver consents on or prior to the Consent
Expiration Date, which are not revoked prior to the Consent
Expiration Date, will, upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, receive the total consideration of
$1,037.92 per $1,000 of principal amount of the Notes tendered,
plus all accrued and unpaid interest to, but not including, the
date of payment for such Notes accepted for purchase, which would
be promptly following the Consent Expiration Date.

If the offer to purchase is consummated, tendering holders who
validly tender and deliver Notes on or prior to the Offer
Expiration Date and after the Consent Expiration Date will, upon
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement, receive only the
offer consideration of $1,034.17 per $1,000 principal amount of
Notes tendered, plus all accrued and unpaid interest to, but not
including, the date of payment for such Notes accepted for
purchase, which would be promptly following the Offer Expiration
Date.

KSTA intends to finance the tender offer and consent solicitation
with a portion of the debt and equity financing arranged in
connection with its proposed acquisition of Stanadyne Corporation.
The completion of this acquisition is one of the conditions to
KSTA's obligations to accept Notes for payment pursuant to the
tender offer and consent solicitation. The terms and conditions of
the tender offer and consent solicitation, including KSTA's
obligation to accept the Notes tendered and pay the total
consideration and offer consideration, as applicable, are set
forth in KSTA's Offer to Purchase and Consent Solicitation
Statement, dated July 19, 2004. KSTA may amend, extend or, subject
to certain conditions, terminate the tender offer and consent
solicitations at any time.

KSTA has engaged Goldman, Sachs & Co. to act as the exclusive
Dealer Manager and Solicitation Agent in connection with the
tender offer and consent solicitation.

Questions regarding the tender offer and consent solicitation may
be directed to Goldman, Sachs & Co., Credit Liability Management
Group, at (877) 686-5059 (toll free) or (212) 357-3019 (collect).
Requests for documentation may be directed to D. F. King & Co.,
Inc., the tender and information agent for the tender offer and
consent solicitation, at (800) 431-9645 (toll free) or
(212) 269-5550.

                          *   *   *

As reported in the Troubled Company Reporter's June 28, 2004
edition, Standard & Poor's Ratings Services placed its 'BB-'
corporate credit and 'B' subordinated debt ratings on Windsor,
Connecticut-based Stanadyne Corp. on CreditWatch with negative
implications. The rating actions follow Stanadyne's announcement
that its parent company, Stanadyne Automotive Holding Corp., has a
definitive agreement to be acquired by an affiliate of Kohlberg &
Co. LLC, a private merchant bank. The transaction is expected to
close in the third quarter of 2004.

"The terms of the proposed deal were not disclosed, but Stanadyne  
may be more highly leveraged following the transaction, in which  
case it would have a weaker financial profile," said Standard &  
Poor's credit analyst Nancy Messer.

Stanadyne had about $96 million of total debt at March 31, 2004.


TANGO INCORPORATED: Schedules Conference Call for Tomorrow
----------------------------------------------------------
Tango Incorporated (OTCBB:TNGO), a leading screen printing company
for major name brand apparel labels, announced that Todd Violette,
Chairman and COO, will participate in a conference call on
Thursday, July 22, 2004, at 4:30 p.m. EST. All interested parties
are encouraged to call 888-458-1598 and use conference code
34183#. For investors' convenience, and to ensure all questions
and comments are addressed, Tango has set up an Internet inquiry
e-mail link. Please submit questions and comments, prior to the
conference call, at Info@tangopacific.com.

                     About Tango

Tango Incorporated -- whose January 31, 2004 balance sheet
shows a stockholders' deficit of $1,053,342 -- is a leading
garment manufacturing and distribution company, with a goal of
becoming a dominant leader in the industry. Tango pursues
opportunities, both domestically and internationally. Tango
provides major branded apparel the ability to produce the highest
quality merchandise, while protecting the integrity of their
brand. Tango serves as a trusted ally, providing them with quality
production and on time delivery, with maximum efficiency and
reliability. Tango becomes a business partner by providing
economic solutions for development of their brand. Tango provides
a work environment that is rewarding to its employees and at the
same time having aggressive plan for growth. Tango is currently
producing for many major brands, including Nike, Nike Jordan and
Chaps Ralph Lauren. Go to http://www.tangopacific.com/for more  
information.


TEENFORM ASSOCIATES: First Creditors' Meeting Set for August 4
--------------------------------------------------------------
The United States Trustee will convene a meeting of Teenform
Associates, LP's creditors at 9:00 a.m., on August 4, 2004, in the
Office of the U.S. Trustee, Raymond Blvd., One Newark Center,
Suite 1401, Newark, New Jersey 07102-5504.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Morristown, New Jersey, Teenform Associates,
L.P., filed for Chapter 11 protection on July 6, 2004 (Bankr. N.J.
Case No. 04-32379).  Morris S. Bauer, Esq., at Ravin Greenberg PC,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets of over $1 million and estimated debts of more
than $100,000.


TENET HEALTHCARE: Selling Four Los Angeles-Area Hospitals to AHMC
-----------------------------------------------------------------
Several of Tenet Healthcare Corporation's (NYSE:THC) subsidiaries
have entered into a definitive agreement to sell four acute care
hospitals in the Los Angeles area to AHMC Inc. The hospitals are
Garfield Medical Center and Monterey Park Hospital in Monterey
Park; Greater El Monte Community Hospital in South El Monte, and
Whittier Hospital Medical Center in Whittier.

Gross proceeds to Tenet from the sale of primarily the property,
plant and equipment along with inventory and certain prepaids for
the four hospitals are estimated at $100 million. Net proceeds,
after tax, including the estimated liquidation value of working
capital retained by the company, are expected to be approximately
$95 million. The company expects to use the proceeds of the sale
for general corporate purposes.

"We are pleased that we have entered into an agreement with a
well-qualified buyer with a proven track record in hospital
management to assume operations of these fine community
hospitals," said Trevor Fetter, Tenet's president and chief
executive officer. "This agreement lives up to the commitment we
made to seek qualified buyers who intend to continue to operate
these facilities as acute care hospitals with 24-hour emergency
departments and serve the health care needs of their communities."

AHMC Inc., a California corporation, and its affiliated companies
have operated Alhambra Hospital Medical Center, a 144-bed general
acute care hospital with a 24-hour emergency department and a full
range of medical services, since 1998 and Doctors' Hospital
Medical Center of Montclair, a 108-bed general acute hospital that
offers a 24-hour emergency department and a full range of services
to the community, since 2001. AHMC Inc. is owned by Jonathan Wu,
M.D., who serves as chairman of the board of the corporation.

Under the agreement, AHMC Inc. has committed to offer employment
to substantially all employees in good standing at the four
hospitals and will honor any labor agreements. The sale, which is
expected to be completed by Sept. 30, is subject to customary
regulatory approvals.

The four Los Angeles-area hospitals are among 27 hospitals Tenet
was divesting on Jan. 28, 2004. The 27 hospitals consist of 19 in
California, two in Louisiana, three in Massachusetts, two in
Missouri and one in Texas. In June, Tenet had sold Brownsville
Medical Center in Brownsville, Texas, to Valley Baptist Health
System.

Below are brief profiles of the four Los Angeles-area hospitals:

   -- Garfield Medical Center, a 210-bed hospital located in
      Monterey Park, has been part of Tenet since 1969 and is a
      major tertiary hospital for the Asian community. It offers a
      full complement of acute care services including open heart
      surgery, neurosurgery and a Level II neonatal intensive care
      unit. The hospital also has a 28-bed inpatient
      rehabilitation unit.

   -- Greater El Monte Community Hospital, a 117-bed hospital
      located in South El Monte, has been part of Tenet since
      1997. The hospital offers general acute services with a
      focus on obstetrical and pediatric services.

   -- Monterey Park Hospital, a 101-bed hospital located in
      Monterey Park, has been part of Tenet since 1997. It offers
      general acute services including a strong obstetrical
      program with over 2,500 births annually.

   -- Whittier Hospital Medical Center, a 181-bed hospital located
      in Whittier, has been part of Tenet since 1997. It provides
      general acute services including obstetrics and an
      established bariatric surgery program. It also includes the
      Children's Center for Specialized Care, one of the only
      pediatric subacute facilities in the state.

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.


TENFOLD CORP: Expects Substantial Operating Profits in Q2 2004
--------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, reported estimated financial results for
its second quarter of 2004 ended June 30, 2004.

Subject to the results of its quarterly close and auditor review,
TenFold anticipates reporting Q2 2004 cash balances of
$9.1 million; and Q2 2004 revenues in the range of $10.3 million
to $10.4 million, operating profits in the range of $6 million to
$6.2 million, and net income for the quarter in the range of
$6.1 million to $6.3 million.

"We expect to report substantial operating profits and net income
for the second quarter of calendar year 2004, primarily as a
result of large, non- recurring revenues associated with Cedars-
Sinai Medical Center confirming completion of an earlier project
with TenFold. This confirmation requires TenFold to recognize
approximately $8 million of deferred revenues. In so doing, it
substantially reduces recorded liabilities and simplifies our
balance sheet. Additionally, we believe this assures us of a
profitable 2004," said Dr. Nancy Harvey, TenFold's President and
CEO.

Dr. Harvey added, "The sizeable revenue from this transaction is
non- recurring, and is not the start of the rapid growth that we
predict for our future. However, the agreements with Cedars are
very important because they strengthen the relationship between
Cedars and TenFold, in addition to affirming Cedars intention to
expand its use of our powerful EnterpriseTenFold platform."
Included in these transactions are expanded EnterpriseTenFold
license rights for Cedars internal use and for their PCX
subsidiary, which expects to commercialize their TenFold-powered
PatientCareExpert application.

"As we discussed last quarter, both JPMorgan Chase and Vertex
continue to wind-down their use of TenFold consultants on their
current projects as they achieve self-sufficiency. As the need for
consulting staff at Vertex declines, we are purchasing
proportionately fewer services from our UK partner, youDevise. We
have deployed staff rolling off the Chase project into our
marketing, training, and support organizations and onto billable
projects for new customers," Dr. Harvey continued.

"In addition to Cedars, the other major highlight to our
performance in Q2 was an increase in sales activity. We believe we
are seeing the signs of our sales and marketing efforts gaining
traction. While the revenue associated with our tactical sales
remains small, the growing number of active new customers affirms
our sales model and increases our confidence that our strategy is
on track and working," Dr. Harvey concluded.

These estimated Q2 2004 results include approximately $8 million
in revenues, and $150,000 in operating costs, expected to be
recognized in Q2 related to the completion of an earlier fixed-
price applications development project with Cedars. This completes
the recognition of these revenues and related costs that we
deferred in prior years pending confirmation of the completion of
the applications development project and resolution of potential
disputes between the parties. The new contractual terms confirm
TenFold's completion of the earlier project and provide for mutual
releases from prior related claims.

TenFold expects to report final Q2 2004 financial results, and
hold a conference call on July 29th. Instructions for that
conference call will be provided closer to that date.

                        About TenFold

TenFold (OTC Bulletin Board: TENF) licenses its patented
technology for applications development, EnterpriseTenFold(TM), to
organizations that face the daunting task of replacing obsolete
applications or building complex applications systems. Unlike
traditional approaches, where business and technology requirements
create difficult IT bottlenecks, EnterpriseTenFold technology lets
a small, team of business people and IT professionals design,
build, deploy, maintain, and upgrade new or replacement
applications with extraordinary speed, superior applications
quality and power features. For more information, call (800)
TENFOLD or visit http://www.tenfold.com/

At March 31, 2004, TenFold Corporation's balance sheet shows a
stokcholders' deficit of $1,480,000 compared to a deficit of
$1,440,000 at December 30, 2004.


TENFOLD CORP: Forges New Customer Relationship with Stoneworkz
--------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, established a new customer relationship
with Stoneworkz, Inc.

Stoneworkz is the largest converter of Dupont(R) Zodiaq(R) Quartz
surface in the world. Stoneworkz produces over 50 kitchens per day
on a single shift and turns each job on a 5-day production
timeline with over 100 quality checks per piece. Stoneworkz not
only enjoys patrons from all over North America, but they also
supply some of the largest home improvement retailers in the
world. They are widely viewed as the most efficient, quality
driven provider of products in the world and continuously measure,
test, and modify every aspect of their production performance.

"We are in a hotly contested market. Our biggest customer came to
us and, on 10 days notice, asked us for radical changes to our
inventory and control systems that link directly to their stores.
Without TenFold, it would have been impossible for us to meet this
extraordinary challenge," said Michael Burress, CEO and Founder of
Stoneworkz. "TenFold worked alongside our domain experts and
together we used TenFold's fully integrated development platform
to not only make all the changes our customer requested, but, as
we saw this new system come to life, we were able to add unique
features and functions that neither we nor our customer had
previously imagined. We were very impressed. Bottom-line, with
TenFold's software we not only met our customer's 'wish list' but
we surprised them with more than they thought possible. It was a
huge win for us."

"EnterpriseTenFold is powerful technology for developing complex
applications," said Joe Quinn, TenFold's Senior Vice President of
Product Marketing. "In the hands of business people who know what
they want their application to do, it creates exceptional leverage
as this very talented team showed. Stoneworkz was quickly able to
move to an entirely new level by rapidly assimilating their
customer's requests; and, then they went another step up by
actively improving on what they'd just built.  That's TenFold's
competitive advantage in action."

To meet competitive pressures, in the past Stoneworkz has taken
advantage of offshore development shops to build applications.
Dharmesh Shroff, Stoneworkz' Director of Information Technology
said, "With TenFold we get a speed-to-market advantage that nobody
in India could match. As a result, our costs for building
applications also went down in parallel with the number of
development hours, thus negating the attraction for going offshore
in the first place. TenFold is not only fast but it also
completely reduces coding errors!"

                        About TenFold

TenFold (OTC Bulletin Board: TENF) licenses its patented
technology for applications development, EnterpriseTenFold(TM), to
organizations that face the daunting task of replacing obsolete
applications or building complex applications systems. Unlike
traditional approaches, where business and technology requirements
create difficult IT bottlenecks, EnterpriseTenFold technology lets
a small, team of business people and IT professionals design,
build, deploy, maintain, and upgrade new or replacement
applications with extraordinary speed, superior applications
quality and power features. For more information, call (800)
TENFOLD or visit http://www.tenfold.com/

At March 31, 2004, TenFold Corporation's balance sheet shows a
stokcholders' deficit of $1,480,000 compared to a deficit of
$1,440,000 at December 30, 2004.


TRUMP IRON WORKS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Trump Iron Works, Inc.
        1201 East Summit Street
        Crown Point, Indiana 46307

Bankruptcy Case No.: 04-63462

Type of Business: The Debtor is a steel fabricator that offers
                  steel detailing services.

Chapter 11 Petition Date: July 13, 2004

Court: Northern District of Indiana (Hammond Division)

Judge: Philip Klingeberger

Debtor's Counsel: D. Eric Neff, Esq.
                  D. Eric Neff, P.C.
                  270 North Main Street
                  Crown Point, IN 46307
                  Tel: 219-663-0300

Total Assets: $2,829,068

Total Debts:  $4,095,042

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Mid American, Inc.            Trade debt                $326,940
550 Kennedy Ave.
Schererville, IN 46375

Sugar Steel                   Trade debt                $200,000

Canam Steel Corp.             Trade debt                 $92,361

Infra Metals Co.              Trade debt                 $62,849

Kerrcon, Inc.                 Trade debt                 $35,486

Wheeling Corrugating          Trade debt                 $33,264

Rigging Services              Trade debt                 $32,734

Federalpha Steel              Trade debt                 $27,311

All Erection Co.              Trade debt                 $26,946

Carron and Company            Trade debt                 $26,000

Omega Steel & Contractor      Trade debt                 $25,859
Supply

Weiland Steel, Inc.           Trade debt                 $21,892

Black Diamond Pipe and Tube   Trade debt                 $19,965

Steel Plus Limited            Trade debt                 $13,819

First USA Bank, NA            Credit card                $12,843

AAA Supply Co.                Trade debt                 $11,088

Stevens Iron Works            Trade debt                 $10,121

Steel Plus Network            Trade debt                  $9,556

New Millennium Building       Trade debt                  $6,672
Systems LLC

AMS Motor Service             Trade debt                  $6,475


TXU: Sells Fuel Subsidiary for $500 Mil. to Retire Short-Term Debt
------------------------------------------------------------------
On June 2, 2004, TXU Corp. completed the sale of the assets of TXU
Fuel Company, an indirect wholly owned subsidiary, to Energy
Transfer Partners, L.P. for $500 million. The assets of TXU Fuel
consisted of approximately 1,900 miles of intrastate pipeline and
a total system capacity of 1.3 Bcf/day. TXU will use the sale
proceeds to retire short-term debt. As part of the transaction,
TXU Energy LLC, an indirect subsidiary of TXU Corp., entered into
an eight-year transportation agreement with the new owner for the
supply of TXU Energy's gas-fired generation plants. The estimated
pre-tax gain related to the sale is $380 million, which will be
recognized over the life of the transportation agreement.

                        TXU Corp.

TXU, a Dallas-based energy company, manages a portfolio of
competitive and regulated energy businesses in North America,
primarily in Texas.  In TXU's unregulated business, TXU Energy
provides electricity and related services to more than 2.6 million
competitive electricity customers in Texas, more customers than
any other retail electric provider in the state.  TXU Power owns
and operates 18,500 megawatts of generation in Texas, including
2,300 MW of nuclear-fired and 5,837 MW of lignite/coal-fired
generation capacity.  The company is also the largest purchaser of
wind-generated electricity in Texas and among the top five
purchasers in North America.  TXU's regulated electric
distribution and transmission business complements the competitive
operations, using asset management skills developed over more than
one hundred years, to provide reliable electricity delivery to
consumers.  TXU Electric Delivery's operations are the largest in
Texas, providing power to 2.9 million delivery points over more
than 98,000 miles of distribution and 14,000 miles of transmission
lines.  TXU has agreed to sell its energy business in Australia,
TXU Australia, and has announced its intent to sell TXU Gas, its
largely regulated natural gas transmission and distribution
business in Texas.  Visit http://www.txucorp.comfor more  
information about TXU.

                        *   *   *

As reported in the Troubled Company Reporter's May 11, 2004
edition, TXU Corp. announced it has reached an agreement which
resulted in the dismissal of a lawsuit brought against TXU by
owners of approximately 39 percent of certain TXU equity-linked
debt securities issued in October 2001. Under the terms of the
agreement, TXU will repurchase all of the approximately
8.1 million equity-linked debt securities (NYSE:TXU PrC)
(approximately $400 million stated amount), held by the plaintiffs
for an aggregate price of $47.75 per unit.

The lawsuit was filed on October 9, 2003 in New York. In the
litigation, the plaintiffs alleged that a termination event had
occurred and that the plaintiffs are not required to buy common
stock under the common stock purchase contracts which apply to the
securities. The lawsuit also alleged that an event of default had
occurred under the terms of the related notes. The common stock
purchase contracts require the holders to buy TXU common stock on
specified dates in 2004 and 2005. The lawsuit, which is currently
on appeal after the trial court granted TXU's motion to dismiss,
will be dismissed by agreement of the parties.


UNICCO SERVICE: S&P Withdraws Low-B and Junk Debt Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit and 'CCC+' subordinated debt ratings on UNICCO Service Co.
and its wholly owned subsidiary UNICCO Finance Corp., because
Standard & Poor's believes it does not have sufficient information
to maintain these ratings.

Auburndale, Massachusetts-based UNICCO is a North American
outsourcing facilities services company providing maintenance,
operations, engineering, cleaning, lighting, and
administrative/office services to 1,000 commercial,
corporate, industrial, education, government, and retail
customers.


UNIFLEX: Turns to Corporate Revitalization as Crisis Managers
-------------------------------------------------------------
Uniflex, Inc., tells the U.S. Bankruptcy Court for the District of
Delaware that it needs to continue employing Corporate
Revitalization Partners, LLC as its crisis manager.

Corporate Revitalization has extensive experience in providing
crisis management and restructuring consulting services in
reorganization proceedings and has an excellent reputation for the
services it has rendered in chapter 11 cases on behalf of debtors
and creditors throughout the United States.

The Debtor reports that since June 2003, Corporate Revitalization
has rendered interim management and restructuring services in
connection with its restructuring effort.  The firm has become
thoroughly familiar with the Debtor's operations and is well
qualified to represent it as crisis manager in connection with
such matters in a cost-effective and efficient manner.

Corporate Revitalization is expected to:

     (i) work with management, members of the Board of
         Directors, and other appropriate parties to identify
         and implement both short-term as well as long-term
         strategic initiatives;

    (ii) assist in developing and implementing cash management
         strategies, tactics and processes. Work with the
         Debtor's treasury department and other professionals
         and coordinate the activities of the representatives of
         other constituencies in the cash management process;
   
   (iii) assist management with the development of the Debtor's
         revised business plan, a plan of reorganization, and
         other related forecasts as may be required by bank
         lenders in connection with negotiations or by the
         Debtor for other corporate purposes;

    (iv) assist with managing production and distribution;

     (v) assist with preparation of schedules, statements of
         financial affairs, and monthly operating reports;

    (vi) assist in communication and/or negotiation with outside
         constituents including the secured lenders and their
         advisors; and

   (vii) assist with other such matters as may be requested that
         fall within CRP's expertise and that arc mutually
         agreeable between CRP and the Debtor.

Jonathan Nash, a partner in Corporate Revitalization, will serve
as Chief Restructuring Officer, reporting to the Debtor's
President and Chief Executive Officer.  In addition, Mark Censits
and Scott Avila will serve as assistant restructuring officers.

Corporate Revitalization will be paid for services at current
hourly rates:

            Designation            Billing Rate
            -----------            ------------
            Managing Partners      $300 - $375 per hour
            Partners               $250 - $300 per hour
            Associates             $150 - $200 per hour

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


UNITED AIRLINES: Wants to Estimate Always Travel, et al., Claims
----------------------------------------------------------------
Always Travel, Inc., Highbourne Enterprises, Inc., and Canadian
Standard Travel Agent Registry filed an action in the Federal
Court of Canada against several airlines, including United Air
Lines, Inc.  The Plaintiffs assert damages for themselves and as
representatives of a purported class of Canadian travel agents
for an alleged conspiracy and breach of the Canadian Competition
Act.  The Canadian Litigation has not been certified as a class
action lawsuit.

The Plaintiffs each filed a claim against the United Airlines Inc.
Debtors.  Claim No. 19900, filed by Always Travel, was originally
filed with no amount, but has been amended to reflect
$1,000,000,000 in alleged damages.

On February 20, 2004, the U.S. Bankruptcy Court for the Northern
District of Illinois authorized the Debtors to estimate the Always
Travel Claim pursuant to approved Estimation Procedures.  The
Always Travel Claim, the Highbourne Claim and the CSTAR Claim
relate to the same claims arising from the Canadian Litigation.

The Debtors propose to estimate the Always Travel Claim, the
Highbourne Claim and the CSTAR Claim at $0 for all purposes.

The Debtors want to avoid a situation where, after the Bankruptcy
Court estimates the Always Travel Claim, another related
plaintiff would seek to prosecute a virtually identical set of
claims but would allege that the Court's estimation would not
apply.  The Debtors also ask the Court to clarify that the Claims
Estimation Procedures should apply to all claims arising out of
the Canadian Litigation.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VACS AMERICA: Section 341(a) Meeting Slated for July 28, 2004
-------------------------------------------------------------
The Bankruptcy Administrator will convene a meeting of VACS
America, Inc.'s creditors at 10:30 a.m., on July 28, 2004 in the
USBA Creditors Meeting Room, 1760 B. Parkwood Blvd., Wilson, North
Carolina 27893.  This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Burgaw, North Carolina, VACS America, Inc. --  
http://www.vacsamerica.com/-- manufactures the Cubby Vac Home  
Cleaning Center in Burgaw, North Carolina.  The Company filed for
Chapter 11 protection on June 25, 2004 (Bankr. E.D.N.C. Case No.
04-05062).  N. Hunter Wyche, Jr., Esq., at Smith Debnam Narron
Wyche Saintsing & Myers, L.L.P., represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts of over $1 million but
did not state its assets.


VITAL BASICS: Wants Open-Ended Lease Decision Deadline
------------------------------------------------------
Vital Basics, Inc., along with Vital Basics Media, Inc., ask the
U.S. Bankruptcy Court for the District of Maine to extend their
time to decide whether to assume, assume and assign, or reject
their unexpired nonresidential real property leases through
confirmation of a chapter 11 reorganization plan

The Debtors tell the Court the open-ended request is reasonable
because:

   (i) The Debtor has not yet finalized its business plan for
       post-Chapter 11 operations, and has not yet determine
       whether the leases will meet its needs; and

  (ii) No Lessor will be prejudiced by extending their
       lease decision period until the confirmation of a plan.
       The Debtor has performed and will continue to perform all
       postpetition obligations under the leases.

Headquartered in Portland, Maine, Vital Basics, Inc.
-- http://www.vitalbasics.com/-- is engaged in the business of  
Sales, through direct consumer marketing and at retail, of
nutraceutical and related products throughout the United States
and Canada. The Company filed for chapter 11 protection along with
its debtor-affiliate, Vital Basics Media, Inc., on
May 10, 2004 (Bankr. D. Maine Case No. 04-20734).  George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., represents the
Debtor in its restructuring efforts.  When the Debtors filed for
protection from their creditors, Vital Basics, Inc., listed
$6,291,356 in total assets and $16,314,589 in total debts; Vital
Basics Media, Inc., listed total assts of $378,308 and total debts
of $179,242.


VITAL BASICS: 6-Member Unsecured Creditors' Committee Appointed
---------------------------------------------------------------
The United States Trustee for Region 1 appointed six creditors to
serve on an Official Committee of Unsecured Creditors in Vital
Basics, Inc.'s Chapter 11 case:

      1. HVL, Inc.
         600 Boyce Road
         Pittsburgh, Pennsylvania 15205-9742

      2. News America Marketing
         1211 Avenue of the Americas, 5th Floor
         New York, New York 10036
         Phone: 212 782-5000
         Fax: 212 575-5845

      3. Valassis, Inc.
         PO Box 71645
         Chicago, Illinois 60694-1645

      4. Paxson Communications Corp.
         601 Clearwater Park Road
         West Palm Beach, Florida 33401
         Phone: 561 659-4122
         Fax: 561 659-4252

      5. DK & Associates
         560 Sylvan Avenue, Ste. ___
         Englewood Cliffs, New Jersey 07632-3140

      6. Raycom Media, Inc.
         RSA Tower, 20th Floor
         201 Monroe Street
         Montgomery, Alabama 36104
         Phone: 334 206-1400
         Fax: 334 206-1555

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

Headquartered in Portland, Maine, Vital Basics, Inc.
-- http://www.vitalbasics.com/-- is engaged in the business of  
Sales, through direct consumer marketing and at retail, of
nutraceutical and related products throughout the United States
and Canada. The Company filed for chapter 11 protection along with
its debtor-affiliate, Vital Basics Media, Inc., on
May 10, 2004 (Bankr. D. Maine Case No. 04-20734).  George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., represents the
Debtor in its restructuring efforts.  When the Debtors filed for
protection from their creditors, Vital Basics, Inc., listed
$6,291,356 in total assets and $16,314,589 in total debts; Vital
Basics Media, Inc., listed total assts of $378,308 and total debts
of $179,242.


VIVENTIA: Files Second Amended & Restated Preliminary Prospectus
----------------------------------------------------------------
Viventia Biotech Inc. (TSX:VBI), a Canadian biopharmaceutical
company specializing in the discovery and development of fully
human monoclonal antibodies for the treatment of cancer, filed a
second amended and restated preliminary prospectus with the
securities regulatory authorities in British Columbia, Alberta,
Manitoba, Ontario, and Quebec, in connection with its proposed
public offering of units, each Unit consisting of one common share
of the Company and one-half of a common share purchase warrant.
Each whole warrant will enable the purchaser to acquire one common
share at any time for a period of four years from the date of
issuance. The Offering is subject to a number of conditions,
including regulatory approval.

The second amended and restated preliminary prospectus will be
available for viewing on SEDAR at http://www.sedar.com/

Printed copies of the second amended and restated preliminary
prospectus are available from the underwriters for the Offering.
The syndicate for the Offering is led by Dundee Securities
Corporation and includes Canaccord Capital Corporation, Jennings
Capital Inc., Wellington West Capital Inc. and Research Capital
Corporation.

The offered Units have not been, nor will be, registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of such
Act.

The Company also announced that Leslie Dan, Andrea Dan-Hytman
and/or entities affiliated with them, the Company's principal
shareholders, who hold $4 million principal amount of
convertible secured debentures issued by the Company, have
entered into an amendment agreement with the Company providing for
the extension of the maturity date of the Debentures from
May 31, 2004 to August 31, 2004. The Dan Group also entered into
an agreement providing that, among other things,

     (i) the Debentures would not automatically convert into
         common shares and warrants to purchase common shares of
         the Company on the closing of the Offering, and

    (ii) they would not exercise the right to conversion under
         the Debentures until the earliest of:

               (A) the closing of the Company's Offering;

               (B) the termination of the Offering; and

               (C) August 24, 2004. The entering into of these
                   agreements was approved by the independent      
                   members of the board of directors of the
                   Company.

The independent members of the board of directors of the Company
have also approved the terms of a private placement with the Dan
Group. Under the terms of the proposed transaction, the Dan Group
has agreed in principle to convert the $8.9 million of existing
unsecured indebtedness owing to them by the Company into
convertible debentures. Each Convertible Debenture, which will be
secured by a charge over all of the assets of the Company, will
bear interest at a rate of 4.5% per annum and will mature two
years from the date of closing of the Offering. Interest on each
Convertible Debenture will accrue until maturity, when both
principal and interest will be repayable. All other terms of the
Convertible Debentures are expected to be substantially similar to
those contained in the Company's existing Debentures. The
Convertible Debentures will be convertible at the option of the
holder at any time into units, each Debenture Unit consisting of
one common share of the Company and one-half of a common share
purchase warrant. Each whole warrant will enable the purchaser to
acquire one common share at any time for a period of four years
from the date of issuance. The conversion price of the principal
amount of the Convertible Debenture will be equal to the price of
the Units. The conversion price of the units issuable upon the
conversion of the interest amount of the Convertible Debenture
will be equal to the ten-day weighted average trading price of the
Company's common shares for the ten consecutive trading days prior
to conversion, less any applicable permitted discount. The
exercise price of the warrants issuable pursuant to the
Convertible Debenture will be equal to the exercise price of the
warrants issuable pursuant to the Offering

The Dan Group currently owns an aggregate of approximately 82.8%
of the total issued and outstanding common shares of the Company.

The private placement is subject to regulatory and disinterested
shareholder approval. Pending the closing of the Offering, the
independent members of the board of directors have also approved
the borrowing of, and the Company has received, an additional $1
million from the Dan Group in order to fund the Company's on-going
operations.

Viventia Biotech Inc. is a biopharmaceutical company specializing
in the discovery and development of fully human monoclonal
antibody therapies for the treatment of cancer. The Company
currently has a lead product candidate in clinical development,  
Proxinium(TM) (formerly VB4-845), for the treatment of head and
neck cancer, and several other product candidates in pre-clinical
development.

At March 31, 2004, Viventia Biotech's balance sheet shows a
deficit of C$7,818,000 as compared to a deficit of C$4,484,000 at
December 31, 2003.


W.R. GRACE: Creditors' Committee Backs PI Claims Litigation
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of the W.R. Grace &
Co. Debtors observes that all constituencies agree on one point --
the amount of the asbestos personal injury claims is the most
important issue to be determined because it is that amount that
will determine the recoveries of unsecured creditors and perhaps
the Debtors' equity holders.  But, William S. Katchen, Esq., at
Duane Morris, LLP, in Wilmington, Delaware, says, the sad fact is
that, although all constituencies desire a consensual resolution
leading to a plan, the parties' positions as to the value of the
asbestos liabilities are so diverse that the Creditors Committee
believes that litigation of the Debtors' defenses to the claims is
the only viable procedure for advancing these cases to completion.  
For this reason, the Creditors Committee has consistently
supported the Debtors' proposals for case management governing
the litigation of the asbestos personal injury issues, and
continues to do so. (W.R. Grace Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WAREHOUSE 1032: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Warehouse 1032 Josephine, LLC
             25 Greystone Manor
             Lewew, Delaware 19958

Bankruptcy Case No.: 04-15311

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Four Corners LLC                           04-15312

Chapter 11 Petition Date: July 14, 2004

Court: Eastern District of Louisiana (New Orleans)

Judge: Thomas M. Brahney III

Debtors' Counsel: William E. Steffes, Esq.
                  Steffes Vingiello & McKenzie LLC
                  3029 South Sherwood Forest Boulevard
                  Suite 100
                  Baton Rouge, LA 70816
                  Tel: 225-368-1006
                  Fax: 225-368-0696

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 2 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
City of New Orleans                          $1,000

Entergy Corp.                                  $500


WEIRTON: FW Holdings & Weirton Venture Convert Cases To Chapter 7
-----------------------------------------------------------------
FW Holdings, Inc., and Weirton Venture Holdings Corporation
elected to convert their Chapter 11 proceedings to cases under
Chapter 7 of the Bankruptcy Code.

The Notices of Conversion were filed pursuant Section 1112 of the
Bankruptcy Code on July 9, 2004.  

To recall, on March 3, 2004, the U.S. Bankruptcy Court for the
District of West Virginia approved the procedural consolidation
and joint administration of FW Holdings' Bankruptcy Case No. 5:04-
BK-00673 and Weirton Venture's Bankruptcy Case No. 5:03-BK-00674
with Weirton Steel Corporation's Bankruptcy Case No. 5:03-BK-
01802.  Subsequently, Weirton filed a Plan of Liquidation under
Chapter 11 on June 7, 2004.  

In light of Weirton's liquidation, FW Holdings and Weirton
Venture determined that there is no benefit to their creditors
and their estates by remaining in Chapter 11.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that FW Holdings and Weirton Venture meet
the criteria for conversion under Section 1112 as:

   (a) FW Holdings is a debtor-in-possession;

   (b) Weirton Venture is a debtor-in-possession;

   (c) Each of FW Holdings' and Weirton Venture's case was
       originally commenced as a voluntary Chapter 11 case; and

   (d) Each of FW Holdings' and Weirton Venture's case has not
       been converted to a case under any other chapter. (Weirton
       Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)  


WESTERN PACIFIC: Has Until Friday to File Bankruptcy Schedules
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
gave Western Pacific Network Services, Inc., and its debtor-
affiliates until the end of this week to file their schedules of
assets and liabilities, statements of financial affairs and lists
of executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtors have until July 23, 2004, to file
these financial disclosure documents.  

Headquartered in St. Louis, Missouri, Western Pacific Network
Services, Inc. is an Internet Service Provider offering both dial-
up and broadband access to residential and business customers
throughout Eastern Missouri and Central and Southern Illinois.  
The Company filed for Chapter 11 protection on June 29, 2004
(Bankr. E.D. Mo. Case No. 04-48324).  David A. Warfield, Esq., at
Blackwell Sanders Peper Martin LLP, represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $1 Million to $10 Million
in total assets and total debts.


WESTPOINT STEVENS: Lays 0ff 85 Workers in Long View Plant
---------------------------------------------------------
WestPoint Stevens, Inc., laid off more than 25% of its work force
at its plant in Long View, North Carolina, effective June 30,
2004, the Hickory Daily Record reports.

According to Record staff writer Kim Gilliland, 85 people lost
their jobs due to a "restructuring of the comforter manufacturing
process."  About 225 employees remain making bedding accessories
at the Long View plant. (WestPoint Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WOMEN FIRST: Deadline to File Proofs of Claim is August 31
----------------------------------------------------------
On June 25, 2004, the U.S. Bankruptcy Court for the District of
Delaware entered an order establishing the last day to file proofs
of claim against Women First Healthcare, Inc.

August 31, 2004 at 4:00 p.m. is the deadline for creditors to file
their proofs of claim.  Proof of claim forms must be filed by
delivering one original and one copy of each document so that it
is received by the debtor's claims agent at:

           If by mail:

               Women First Healtcare, Inc.
               c/o BMC Group
               P.O. Box 983
               El Segundo, California 90245-0983

           If by hand or overnight delivery:

               Women First Healtcare, Inc.
               c/o BMC Group
               1330 East Franklin Avenue
               El Segundo, California 90245

For more information on filing proofs of claim visit
http://www.bmccorp.net/wfhc/

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


WORLDCOM INC: MCI And Ex-Officers Settle 401(K) Suit For $51 Mil.
-----------------------------------------------------------------
MCI, Inc., and 19 ex-WorldCom Inc. officials, including former
WorldCom Chief Executive Officer Bernard Ebbers, will settle for
$51 million a lawsuit commenced by employees who lost millions
when WorldCom collapsed, according to David E. Rovella at
Bloomberg News.  MCI will contribute $19.5 million to the
settlement amount.

Merrill Lynch Trust Co., WorldCom's 401(k) fund trustee, will be
the remaining active defendant in the case.

The settlement is subject to U.S. District Judge Denise Cote's
approval.

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)


YOUTHSTREAM MEDIA: Agrees to Acquire Kentucky Steel Producer
------------------------------------------------------------
YouthStream Media Networks, Inc. (OTC Bulletin Board: YSTM), had
entered into a preliminary letter of intent with KES Holdings, LLC
to acquire KES Acquisition Company, LLC, a 100%-owned subsidiary
of KES Holdings effective July 18, 2004. As previously disclosed
in the Company's periodic reports, the Company currently owns a
1.00% membership interest in KES Holdings.

KES Holdings acquired certain assets of a bankrupt non-operating
steel producer, Kentucky Electric Steel, Inc., consisting of a
steel mini-mill located in Ashland, Kentucky, in September 2003.
The steel mini-mill has been in operation for approximately 50
years and was refurbished by KES Acquisition subsequent to its
acquisition. The refurbished steel mini-mill has been generating
revenues since early 2004.

In conjunction with the proposed acquisition, the Company will
form a new subsidiary in which it will own 80.01% of the
outstanding common stock, and will capitalize that subsidiary with
$500,000. In connection with the acquisition, the new subsidiary
is expected to issue (i) $25 million of its non-convertible non-
voting redeemable preferred stock with a redemption price equal to
$25 million and a 13% annual cumulative dividend and (ii) senior
subordinated promissory notes in the aggregate principal amount of
$40 million with an annual interest rate of 8% to holders of KES
Holdings, excluding the Company. The remaining 19.99% common stock
interest in the new subsidiary will be owned by KES Holdings and
other persons or entities that, prior to the acquisition, were
investors in KES Holdings.

The letter of intent is subject to, among other conditions,
satisfactory completion of due diligence, negotiation, preparation
and execution of definitive transaction documents, preparation of
consolidated financial statements, compliance with state and
federal securities laws and regulations, and receipt of the
requisite corporate approvals. The transaction is expected to
close in the fourth calendar quarter of 2004. However, as a result
of the foregoing uncertainties, there can be no assurances that
the transaction will be completed. Furthermore, even if the
transaction is completed, there can be no assurances that the
future operations of the steel mini-mill will be successful.

Robert Scott Fritz, a director of the Company, is an investor in
KES Holdings. Hal G. Byer, another director of the Company, is a
senior officer of Libra Securities, LLC, a registered NASD broker-
dealer, and has an economic interest in KES Holdings through his
relationship with Libra. Certain other affiliates of Libra are
also investors in KES Holdings, including one such investor who is
also a principal stockholder of the Company.

At March 31, 2004, Youthstream Media Networks' balance sheet shows
a stockholders' deficit of $12,705,000 compared to a deficit of
$10,699,000 at September 30, 2003.


* Marvin Traub Joins Compass Advisers as Advisory Director
----------------------------------------------------------
Marvin S. Traub has joined Compass Advisers, LLP as an Advisory
Director. One of retailing's most prominent veterans, Mr. Traub
will provide Compass clients with a broad range of counsel,
particularly in strategic positioning, and will offer advice on
how best to configure their operations and lines of business.

Mr. Traub is the President of Marvin Traub Associates, MTA, which
will continue to operate under its own name. MTA serves its
domestic and non-US client base in the areas of global retailing,
marketing and consumer products. Its 14 consultants include the
former chairmen and principals of such distinguished companies as
Neiman Marcus, Giorgio Armani, Donna Karan Men's, Filene's, U.S.
Shoe, Bloomingdale's, J.P. Stevens, Dior, Robinson May, Lord &
Taylor, Laura Ashley and Montgomery Ward.

Mr. Traub has a long and distinguished career in the retail and
consumer products space. Before he established MTA in 1992, he was
Bloomingdale's Chairman and Chief Executive Officer for 14 years.
His retailing career began at Bloomingdale's in 1950, and includes
tenures as Vice Chairman and Director of Campeau Corporation; as a
Director of Federated Department Stores; and as Chairman of the
Johnnie Walker Collection, a company that markets Johnnie Walker
apparel and watches, which he created in 1998.

"I am delighted to be joining Compass Advisers," said Mr. Traub in
announcing the new affiliation. "The firm's highly focused
orientation and emphasis on providing senior-level counsel that
thrives on delivering fresh and winning ideas to its client base
is very appealing to me," he added.

"Marvin is joining us at an opportune time, as many signs point to
heightened M&A activity in the retail sector going forward," noted
Stephen M. Waters, Compass' founding partner. "It was his vision
that made Bloomingdale's a fashion barometer renowned around the
world. Marvin's nearly-incomparable insight into the inner
workings of the industry, coupled with a seasoned view of where it
is going, will significantly benefit our clients," Mr. Waters
added.

A 1947 magna cum laude graduate of Harvard College, Mr. Traub
graduated with distinction from the Harvard Business School two
years later. He has received numerous awards over the course of
his career, including The Gold Medal of the National Retail
Federation, Italy's Commendatore de la Republica, and the Legion
d'Honneur Order of Merit from France. He wrote Like No Other Store
in 1993, an overview of the history of retailing in America and an
in-depth profile of Bloomingdale's as an institution.

Compass' retailing and consumer clients include branded consumer
products companies; department store and apparel retailers;
supermarkets and distributors; food and beverage providers;
drugstores and toy stores; and retail chains selling specialized
products and merchandise, along with private equity firms
investing in such companies.

Representative transactions include: JW Childs Associates'
purchase of the Sunny Delight and Punica brands from Procter &
Gamble; Eden Springs' Euro 680 million joint venture with Danone;
restructuring assignments in the chapter 11 cases of the Fleming
Companies and Kasper A.S.L.; and Tanger Factory Outlets' $491
million acquisition of the Charter Oak portfolio of factory
outlets.

Compass Advisers, LLP, http://www.ca-llp.com/is an international  
investment banking partnership providing independent, senior-level
counsel to leading domestic and international companies;
entrepreneurs; families; institutional investors and creditors.
Founded in 1996, Compass provides advice and execution in mergers
and acquisitions, bankruptcies and restructuring, and counsel in
the areas of private placements and complex capital market
transactions. Compass Advisers has eight partners and more than 35
professionals based in New York and London.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, TN
            Contact: 1-703-449-1316 or www.iwirc.com

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
          Marriott Marquis, New York City
             Contact: 312-578-6900 or www.turnaround.org

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
                  Contact: 1-800-726-2524; 903-592-5168;
                           dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
          JW Marriott Desert Ridge, Phoenix, AZ
             Contact: 312-578-6900 or www.turnaround.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
          Chicago Hilton & Towers, Chicago
             Contact: 312-578-6900 or www.turnaround.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

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

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

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

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

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

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, 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 ***