TCR_Public/040722.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, July 22, 2004, Vol. 8, No. 151

                           Headlines

98 FOOD MART INC: Case Summary & 3 Largest Unsecured Creditors
ADELPHIA COMMS: Taps Sullivan & Cromwell as Special M&A Counsel
AIR CANADA: Non-Union Representatives Back Pension Relief Proposal
AK STEEL: Second Quarter 2004 Results Turn Positive
ALICE'S WONDERLAND: Voluntary Chapter 11 Case Summary

ALLEGHENY ENERGY: Amends Non-Employee Director Stock Plan
ALLIED PRINTING: First Creditors' Meeting Slated for August 17
ALLMERICA CBO: Fitch Downgrades $184M Senior Notes to B+ from BB-
AMERICAN COMPUTER: Court Approves Chapter 7 Conversion
AMERIDEBT: Wants to Hire Stein Mitchell as Litigation Counsel

ASSET SECURITIZATION: Fitch Cuts 1997-D5 Class A-5 Rating to B+
ATMI INC: Completes Sale of Epitaxial Services to Int'l Rectifier
BLOUNT INT'L: Files Amended Stock Registration Statement with SEC
CANDESCENT TECHNOLOGIES: Hires Bachecki Crom as Tax Consultants
CARDIAC SCIENCE: Raises $12.4 Million from Private Placement

CATHOLIC CHURCH: Asks to Continue Using Existing Business Forms
CHURCH & DWIGHT: Acquires Remaining 50% Interest in Armkel
CONSECO/GREEN TREE: Fitch Takes Rating Actions on RMBS Classes
COVANTA TAMPA: Files Schedule of Assumed Contracts with Court
COVANTA TAMPA: Court Confirms Amended Reorganization Plan

DII INDUSTRIES: Judge Fitzgerald Confirms Prepackaged Plan
DLJ MORTGAGE: S&P Raises Series 1996-CF2 Class B4 Rating to BB
E*TRADE ABS: S&P Lowers Ratings and Removes Negative Credit Watch
ENRON NORTH AMERICA: Enters Into Texaco Release Agreement
ENRON CORP: Sues 24 Creditors to Recover $8M Preferential Payments

FLEMING COMPANIES: Agrees to Settle Bay 4's $380K Equipment Claim
FLINTKOTE COMPANY: Wants Until Sept. 28 to Make Lease Decisions
FOG CUTTER: Plans to Appeal Nasdaq's Move to Delist Shares
FURNAS COUNTY: Gets Nod to Continue Employing Steven Zumbach
GENTEK INC: Robert Novo Discloses Equity Ownership

GLOBAL CROSSING: WilTel Asserts $480,469 Cure Amount is Owed
GOODYEAR: Fitch Affirms B/CCC+ Ratings & Says Outlook Now Stable
HEALTH CARE: Low-B Rated REIT Reports Second Quarter Results
HEART PLACE HOSPITAL: Case Summary & Largest Unsecured Creditors
INFINIUM LABS: Secures New $50 Million Equity Credit Line

INFOUSA INC: Reports Fiscal Year 2005 Guidance
IPCS INC: Sprint's PCS Affiliate Emerges from Chapter 11
JOURNAL REGISTER: S&P Affirms BB+ Ratings with Negative Outlook
JP MORGAN: Fitch Affirms Ratings on Two 2000-C9 Classes at Low-Bs
KAISER: Expects to Close Bauxite/Alumina Asset Sale in 3rd Quarter

KEY ENERGY: S&P Revises 'B' CreditWatch Implications to Developing
KINTERA INC: Closes $20 Million Private Equity Financing
KNIGHTCO OIL INC: Case Summary & 20 Largest Unsecured Creditors
MERCURY AIR: Agrees to Settle with David Murdock for $525,000
MIRANT: Agrees to Setoff Dominion Claims Against Collateral

MIRANT: Inks Stipulation Keeping Documents Produced To PG&E Secret
MERITAGE CORPORATION: Reports Record Second Quarter 2004 Results
NATIONSLINK FUNDING: Fitch Upgrades 1999-1 Classes G & H to BB+/B+
NES RENTALS: S&P Assigns Low-B Corporate and Bank Loan Ratings
NETWORK INSTALLATION: Expands Reach with Multiple Project Orders

NEW HEIGHTS: Committee Hires Jaspan Schlesinger as Local Counsel
NEW WORLD PASTA: Gets Final Nod to Obtain $45 Million Financing
NEW WORLD PASTA: Court Stretches Lease Decision Time to Jan. 5
NEW WORLD PASTA: Discontinues Filing SEC Reports
NEXPAK CORPORATION: Case Summary & 30 Largest Unsecured Creditors

NORTHLAND FUNDING: S&P Downgrades Class B Note Rating to BB+
NUCENTRIX: Digital Broadcast Acquires Sizable Block of Bandwidth
OMEGA HEALTHCARE: Declares Common and Preferred Stock Dividends
OMEGA HEALTHCARE: 2nd Quarter Earnings Call Scheduled for Tuesday
OMI CORPORATION: Says Q2 2004 Net Income is Highest Ever to Date

OWENS CORNING: Babcock Futures Rep. Asks Court to Quash Subpoena
PARMALAT: Milk Products Proposes Alabama Sale Bidding Protocol
PENN BIOTECH: Reorganizes Operations to Set Up Separate Units
PG&E NATIONAL: Niagara Mohawk Wants to File Late Proof of Claim
PLEJ'S LINEN: Committee Turns to Huron for Financial Advice

POTLATCH CORP: Reports Higher Earnings of $49.6M in Second Quarter
QUADRAMED CORPORATION: Completes Tender Offer for 10% Senior Notes
QWEST COMMS: Arizona Awards 3-Year Multimillion-Dollar Contract
RCN CORP: Creditors Want to Retain Capital & Technology Advisors
RCN CORPORATION: David C. McCourt Leads Search for New CEO

REMEDIATION FINANCIAL: Sec. 341(a) Meeting Scheduled for Aug. 17
RENT-A-CENTER: Will Webcast Q2 2004 Financial Results on Tuesday
SK GLOBAL: Proposes Plan Solicitation & Vote Tabulation Procedures
SOLUTIA: Trade Creditors Sell 102 Claims To Liquidity Solutions
STANADYNE CORP: S&P Affirms Low-B Ratings & Removes CreditWatch

STERLING FINANCIAL: Fitch Upgrades Long Term Rating to BB+ from BB
TAMBORIL CIGAR: Changes Name to Axion Power International, Inc.
TECO ENERGY: S&P Cuts Debt Ratings to BB & Says Outlook is Stable
TENNECO AUTOMOTIVE: Reports Record Revenue & Earnings for Q2 2004
VIALINK COMPANY: Provides Financing and Debt Conversion Update

VITAL BASICS: Gets Okay to Hire Donlin Recano as Claims Agent
WEIRTON STEEL: Court OKs Effects Agreement with Steelworkers Union
WESTPOINT STEVENS: Abandons Nine De Minimis Assets
W.R. GRACE: Futures Representative Reports Talks Going on
W.R. GRACE: Futures Representative Wants Phillips as Counsel

* Buchalter Welcomes Jeffrey Kirschenbaum in San Francisco Office
* Alcasabas, Berson & Falcone Join Chadbourne & Parke as Partners
* Samir Barakat Joins Charles River Associates as Sr. Consultant
* Davenport Lyons Appoints Five New Partners

                           *********

98 FOOD MART INC: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 98 Food Mart, Inc.
        991 Durham Road
        Wake Forest, North Carolina 27587

Bankruptcy Case No.: 04-02588

Type of Business: The Debtor operates a convenience store.

Chapter 11 Petition Date: July 14, 2004

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsels: Danny Bradford, Esq.
                   Eileen M. Bornstein, Esq.
                   Younce Hopper Vtipil Bradford, PLLC
                   4300 Six Forks Road, Suite 800
                   Raleigh, NC 27609
                   Tel: 919 783-7887

Total Assets: $3,374,000

Total Debts:  $2,205,000

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wake Forest Federal S&L       Convenience Store       $1,860,000
405 W. Brook                  located at 991
Wake Forest, NC 27587         Durham Road
                              Wake Forest, NC

Eric Lytie                    Disputed claim for         $50,000
                              work allegedly
                              performed on Wilton
                              store

Elizabeth J. Parrot           Convenience Store          $20,000
                              located at 991
                              Durham Road
                              Wake Forest, NC


ADELPHIA COMMS: Taps Sullivan & Cromwell as Special M&A Counsel
---------------------------------------------------------------
In connection with the process to sell substantially all of their
assets, Adelphia Communications and its debtor-affiliates selected
Sullivan & Cromwell, LLP, to serve as their special mergers and
acquisition counsel in view of its extensive experience in the
field of corporate mergers and acquisitions, and its proven
ability to handle large and complex transactions.  Sullivan &
Cromwell is an international law firm with 700 lawyers and 12
offices worldwide.

Accordingly, the ACOM Debtors seek the Court's authority to
employ Sullivan & Cromwell, nunc pro tunc to June 11, 2004, as
their special M&A counsel.

The scope of Sullivan & Cromwell's engagement will be limited to
matters relating to the ACOM Sale Transaction, and will include,
among other things, advice and assistance to the ACOM Debtors in
connection with, among other things:

    (1) structuring, negotiating, and documenting a sale
        transaction;

    (2) developing and implementing sales procedures;

    (3) advising the ACOM Debtors' Board of Directors with respect
        to issues relating to the directors' duties;

    (4) analyzing tax consequences of various sale structures;

    (5) assisting the ACOM Debtors with due diligence
        investigations by potential bidders;

    (6) analyzing proposed transactions for anti-trust issues;

    (7) assisting the ACOM Debtors in obtaining anti-trust
        clearance, if necessary, as well as certain regulatory
        approvals;

    (8) assisting Willkie Farr & Gallagher, LLP, in the
        preparation of necessary disclosures, including the
        preparation of a description of the Sale Transaction in a
        disclosure statement; and

    (9) assisting the ACOM Debtors with the closing of any Sales
        Transaction.

Niel T. Anderson, Alexandra Korry, Willard Taylor, and Erik
Launder, along with other Sullivan & Cromwell partners, attorneys
and paraprofessionals, are expected to participate in the
representation of the ACOM Debtors.

Sullivan & Cromwell will be compensated on an hourly basis, plus
reimbursement of actual and necessary expenses incurred.  Sullivan
& Cromwell ordinarily does not determine its fees in M&A matters
solely on the basis of standardized hourly rates.  However, for
purposes of the ACOM Debtors' proposed engagement, the firm agreed
to charge fees solely on an hourly basis, according to these
rates:

       Partners                                  $585 - 860
       Associates                                 240 - 520
       Legal Assistants and Summer Law Clerks     125 - 225

Neil T. Anderson, a member of Sullivan & Cromwell, assures the
Court that the firm does not represent or hold any interest
adverse to the ACOM Debtors or their estates.  In addition,
Sullivan & Cromwell has not represented and has no relationship
with:

    -- the ACOM Debtors;

    -- their creditors or equity security holders;

    -- any party-in-interest in the ACOM Debtors' cases;

    -- the attorneys and accountants; or

    -- the United States Trustee or any person employed in the
       Office of the U.S. Trustee. (Adelphia Bankruptcy News,
       Issue No. 64; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)


AIR CANADA: Non-Union Representatives Back Pension Relief Proposal
------------------------------------------------------------------
Mr. Justice Farley confirms that the Non-Union and ACPA Retiree
Representatives are specifically authorized to provide, on behalf
of the pension plan beneficiaries they represent, notice of their
consent, partial content or opposition to the 10-year Solvency
Pension Funding Relief Proposal dated February 18, 2004, as
amended, between Air Canada and the Office of the Superintendent
of Financial Institutions, as a settlement of the pension funding
issues between the Applicants and the beneficiaries.

John R. Varley, Esq., at Pallett Valo, LLP, in Mississauga,
Ontario, relates that the Non-Union Retiree Representatives
actively participated in the negotiations regarding the pension
funding and related issues with the Applicants and other parties-
in-interest.  Over the last year, the Non-Union Retiree
Representatives also carried an extremely intense, constant and
concentrated process of consultation and information sharing with
their members, through thousands of e-mails, dozens of bulletins,
daily telephone contacts and regular cross-country meetings.

The Non-Union Retiree Representatives, Mr. Varley continues, also
have had the advantage of professional advise and detailed
information, and have developed professionally informed
perspectives on the Proposal.  Together with the other Pension
Beneficiary Groups, the Non-Union Retiree Representatives
retained David Short and Cameron Hunter at Eckler Partners, Ltd.,
to provide actuarial advice, and David Murray and Andrew
Harington at Cole and Partners to provide financial consulting
advice.

The Non-Union Retiree Representatives support the Proposal.

The CCAA Court also declares that the Non-Union Representatives
have no organizational or personal liability or obligation as a
result of their appointment or the fulfillment of their duties in
carrying out the provisions of the Court Order appointing them as
Non-Union and ACPA retiree representatives, except for gross
negligence or unlawful misconduct on their part.

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)


AK STEEL: Second Quarter 2004 Results Turn Positive
---------------------------------------------------
AK Steel (NYSE: AKS) reported net income of $92.7 million, or
$0.85 per share of common stock, for the second quarter of 2004,
compared to a net loss of $78.2 million, or $0.72 per share in the
second quarter of 2003.

The 2004 second quarter results include an after-tax gain of $44.2
million, or $0.41 per share, on the sale of the company's Houston
industrial park, completed on April 9, 2004, and a tax benefit
related to discontinued operations of $27.2 million, or $0.25 per
share. The tax benefit was due to AK Steel's improved financial
results and outlook, and reflects the use of net operating loss
carryforwards that were previously expected to expire unused.

AK Steel reported an operating profit of $56.4 million and income
from continuing operations of $20.2 million, or $0.18 per share,
in the second quarter of 2004, compared to an operating loss of
$115.2 million and a loss from continuing operations of $86.6
million, or $0.80 per share, in the second quarter of 2003.

"AK Steel employees have earned well-deserved congratulations for
helping us quickly reach an important milestone -- earning income
from operations," said James L. Wainscott, President and CEO of AK
Steel. "Compared to where we were just nine months ago, that is a
remarkable feat that we will savor only momentarily, as I believe
all AK Steel employees recognize that much hard work remains in
order to sustain and build upon the progress we have made."

Mr. Wainscott reiterated the company's focus on what he termed
"the 3 C's," customers, costs and cash, for the first phase of the
company's recovery.

"Our attention to customers has helped restore and even increase
business, resulting in higher volumes and record quarterly
revenues," he said. "At the same time, we have made excellent
progress in cost control and replenishing our cash position. As we
move into the second phase of our return to sustainable
profitability, we will work on developing long-term modifications
to our labor agreements, contract sales arrangements and raw
materials supply strategy."

Net sales in the second quarter of 2004 totaled $1,311.8 million
on shipments of 1,565,100 tons, 34% and 12% higher, respectively,
than sales of $981.3 million and shipments of 1,399,000 tons in
the year-ago quarter.

The company said that increased global steel demand spurred the
higher shipment volumes and increases in spot market pricing
helped increase revenues. Steel prices also rose as a result of
surcharges implemented to help offset unprecedented prices paid
for certain raw materials and energy sources. The company's
average flat-rolled selling price per ton reached a record $835
per ton in the second quarter of 2004, up 22% from $682 per ton in
the second quarter of 2003 and nearly 12% higher than the $747 per
ton average in the first quarter of 2004.

For the first half of 2004, the company reported net sales of
$2,446.2 million compared to $1,966.6 million in the first half of
2003. Operating profit for the first six months of 2004 was $57.9
million compared to an operating loss of $158.3 million in the
same period last year. First half 2004 net income of $258.1
million, or $2.37 per share, includes $246.3 million for the
combined gain on the sale of Douglas Dynamics and Greens Port
Industrial Park in Houston. For the same period in 2003, AK Steel
reported a net loss of $119 million, or $1.10 per share. AK Steel
said its liquidity at the end of the second quarter of 2004
totaled $735 million, including cash and availability under its
two credit facilities, including an accounts receivable-based
revolving credit facility established in May.

                           Outlook

AK Steel said it expects continued improvements in its operating
profitability for the third quarter and second half of 2004. The
expected improvements are due primarily to anticipated higher
selling prices and lower planned maintenance and overhead costs
that, collectively, are expected to more than offset higher raw
material costs.

                        About AK Steel

Headquartered in Middletown, Ohio, AK Steel -- whose December 31,
2003 balance sheet shows a $52.8 million shareholders'
equity deficit -- produces flat-rolled carbon, stainless and
electrical steel products for automotive, appliance, construction
and manufacturing markets, as well as tubular steel products.


ALICE'S WONDERLAND: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Alice's Wonderland
        1120 East Sixth Street
        Casa Grande, Arizona 85222

Bankruptcy Case No.: 04-03576

Type of Business: The Debtor specializes in the treatment of drug
                  dependency and alcoholism.
                  See http://www.aliceswonderland.org/

Chapter 11 Petition Date: July 19, 2004

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Dennis J. Wortman, Esq.
                  Dennis J. Wortman, P.C.
                  2700 North Central Avenue #850
                  Phoenix, AZ 85004
                  Tel: 602-257-0101
                  Fax: 602-776-4544

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of it's 20-largest creditors.


ALLEGHENY ENERGY: Amends Non-Employee Director Stock Plan
---------------------------------------------------------
Allegheny Energy, Inc., filed an Application/Declaration pursuant
to Sections 6(a) and 7, and Rule 54 under the Public Utility
Holding Company Act of 1935, as amended, requesting that the
Securities and Exchange Commission authorize Allegheny to issue
shares of common stock, $1.25 par value, pursuant to a Non-
Employee Director Stock Plan. Pursuant to the Plan, Allegheny
proposes to issue up to 300,000 shares of common stock to its non-
employee directors. The Plan will supersede and replace
Allegheny's prior policy of granting $12,000 worth of common stock
to non-employee directors annually as part of his or her director
compensation. The Plan has been approved by Allegheny's Board of
Directors and by Allegheny's stockholders at its 2004 annual
meeting of stockholders.

Headquartered in Greensburg, Pa., Allegheny Energy is an   
integrated energy company with a portfolio of businesses,   
including Allegheny Energy Supply, which owns and operates   
electric generating facilities, and Allegheny Power, which   
delivers low-cost, reliable electric and natural gas service to   
about four million people in Pennsylvania, West Virginia,   
Maryland, Virginia and Ohio. More information about Allegheny   
Energy is available at http://www.alleghenyenergy.com/   
   
                          *   *   *   
   
As reported in the Troubled Company Reporter's March 18, 2004   
edition, Fitch Ratings affirmed and removed from Rating Watch   
Negative the ratings of Allegheny Energy, Inc. and the utility   
subsidiaries:   
   
     Allegheny Energy, Inc.   
   
        -- Senior unsecured debt 'BB-';   
        -- 11-7/8% notes due 2008 'B+'.   
   
     Allegheny Capital Trust I   
   
        -- Trust preferred stock 'B+'.   
   
     West Penn Power Company   
   
        -- Medium-term notes and senior unsecured 'BBB-'.   
   
     Potomac Edison Company   
   
        -- First mortgage bonds 'BBB';   
        -- Senior unsecured notes 'BBB-'.   
   
     Monongahela Power Company   
   
        -- First mortgage bonds 'BBB';   
        -- Medium-term notes 'BBB-';   
        -- Pollution control revenue bonds (unsecured) 'BBB-';   
        -- Preferred stock 'BB+'.   
   
The Rating Outlook is Stable.   
   
The 'BB-' rating of Allegheny Energy, Inc.'s former bank credit   
facility maturing in January 2005 is withdrawn as that bank
credit facility has been terminated and replaced.


ALLIED PRINTING: First Creditors' Meeting Slated for August 17
--------------------------------------------------------------
The United States Trustee will convene a meeting of Allied
Printing, Inc.'s creditors at 1:30 p.m., on August 17, 2004, at
300 North Hogan St. Suite 1-200, Jacksonville, Florida 32202.  
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 Jacksonville, Florida, Allied Printing, Inc. --
http://www.alliedgraphics.net/-- also known as Allied Graphics,  
is a commercial, financial and publication printer specializing in
high quality color lithography.  The Company filed for Chapter 11
protection on July 2, 2004 (Bankr. M.D. Fla. Case No. 04-06812).  
Earl M. Barker, Jr., Esq., at Slott & Barker represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $3,373,230 in total
assets and $6,099,485 in total debts.


ALLMERICA CBO: Fitch Downgrades $184M Senior Notes to B+ from BB-
-----------------------------------------------------------------
Fitch Ratings downgrades the rating of one class of notes issued
by Allmerica CBO I, Ltd./Corp., which closed June 11, 1998. The
following rating action is effective immediately:

      -- $184,400,267 senior secured floating-rate notes
         downgraded from 'BB-' to 'B+';

The rating for the $56,500,000 second priority senior fixed-rate
notes remains at 'C'.

Allmerica is a collateralized bond obligation (CBO) managed by
Opus Investment Management, Inc. The collateral of Allmerica is
composed of high yield bonds with 85.03% invested in non-emerging
markets assets and 14.97% in emerging markets assets. Payments are
made semi-annually in June and December, and the reinvestment
period ended in June, 2003. Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager and its portfolio management strategy.

According to the June 4, 2004 trustee report, the portfolio
includes $16.95 million (8.93%) in defaulted assets. The portfolio
currently contains another $51.27 million (27.02%) of assets rated
'CCC+' or below. The senior par value test is failing at 103.48%
with a trigger of 126.50% and the second priority par value test
is failing at 78.27% with a trigger of 104.90%. The portfolio
includes $13.10 million (6.90%) of assets maturing after the
deal's stated maturity date.

The rating of the senior secured notes addresses the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the stated maturity date. The rating of the second
priority senior notes addresses the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the stated maturity date.

Fitch will continue to monitor Allmerica closely to ensure
accurate ratings.


AMERICAN COMPUTER: Court Approves Chapter 7 Conversion
------------------------------------------------------
Richard K. Diamond, the Chapter 11 Trustee overseeing American
Computer & Digital Components' case, asks the U.S. Bankruptcy
Court for the Central District of California to convert the
company's chapter 11 restructuring to a chapter 7 liquidation
proceeding.  

The Trustee points out that the Debtor's business is no longer
operating and the estate is administratively insolvent.  It has
come to the Trustee's knowledge that there is little, if any,
unencumbered cash to support operations.  Mr. Diamond indicates
that the Debtor's inventory is aged or obsolete and there is new
money to purchase new goods.

Additionally, the Debtor's main secure creditors, Harris Bank,
does not consent to continued use of cash collateral to support or
maintain any postpetition operations.

The Trustee tells the Court that reorganization under Chapter 11
of the Bankruptcy Code is not feasible in this case.  He believes
that liquidating the estates will be completed more efficiently
under Chapter 7 of the Code.

The Court, having considered the Trustee's request and the reasons
thereof, finds that the request to convert the case to a chapter 7
liquidation proceeding is appropriate.  

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.


AMERIDEBT: Wants to Hire Stein Mitchell as Litigation Counsel
-------------------------------------------------------------
AmeriDebt, Inc., is named defendant in numerous cases pending in
various courts.  Stein, Mitchell and Mezines, LLP represented the
Debtor prior to its chapter 11 filing.  Stein Mitchell also
provided general regulatory and litigation counsel to the Debtor
for the past two years in five areas:

   (1) Federal Trade Commission investigation and litigation

       Stein Mitchell's representation began in June 2002 when
       AmeriDebt was confronted with a nonpublic investigation
       by the Federal Trade Commission pursuant to a May 2002
       civil investigative demand.  In November 2003, the
       Commission filed a complaint against AmeriDebt in the
       United States District Court for the District of
       Maryland, Southern Division.  The case is still pending.

   (2) State Attorneys' General investigations and litigation

       Stein Mitchell has provided counsel to AmeriDebt with
       regard to investigations commenced by the States of
       Missouri, Texas, Illinois and Minnesota.  The subject
       matter of these investigations is the same as the FTC
       Litigation.  Each state subsequently filed suit in their
       state courts in November 2003.  The complaint allegations
       generally are the same as those presented in the FTC
       Litigation.  The state cases are still pending.

   (3) Civil Litigation

       Stein Mitchell has provided counsel to AmeriDebt with
       regard to four lawsuits, including putative class
       actions, brought by AmeriDebt's consumer clients of.        
       Similar to the state law enforcement cases, the civil
       litigation generally involves the same allegations
       presented in the FTC Litigation.  

       In addition to the litigation, AmeriDebt filed a
       complaint in the United States District Court for the
       District of Maryland against Gulf Insurance Company and
       St. Paul Fire & Marine Insurance.  The complaint alleges
       breaches of contract and breaches of fiduciary duties and
       duties of good faith and seeks a declaratory judgment in
       connection with the defendants' failure to provide
       insurance coverage to AmeriDebt for several covered
       lawsuits.

   (4) Congressional investigations and hearings

       Within the past several months, AmeriDebt has
       participated in investigations of the credit counseling
       industry conducted by both the House of Representatives
       and the Senate involving the same subject matter as the
       FTC Litigation.  Stein Mitchelle represented the company
       in both proceedings.

   (5) General Federal and State Regulatory and Compliance
       Matters

       Stein Mitchell has provided regulatory advice to the
       company in various non-public federal and state inquiries
       and other compliance matters.  

Some of those litigation matters may not be stayed by Sec. 362 of
the Bankruptcy Code, and it will be necessary for the Debtor to be
represented in the cases by competent and experienced litigation
and regulatory counsel, to preserve the Debtor's estate and to
prevent loss.  The Debtor believes that it has meritorious
defenses to the complex claims asserted in the litigation.

Hence, the Debtor seeks the authority of the U.S. Bankruptcy Court
for the District of Maryland to employ Stein Mitchell, nunc pro
tunc to June 5, 2004.

Nelson Deckelbaum, Esq., at Deckelbaum Ogens & Raftery, CHTD, in
Bethesda, Maryland, explains that AmeriDebt selected Stein
Mitchell to represent it as special litigation and regulatory
counsel because it competently represented it prior to the
bankruptcy petition date and is well-versed in AmeriDebt's
business and can, accordingly, represent its interests more
efficiently then could other counsel unfamiliar with the history
of the litigation and with the Debtor's business.  Stein Mitchell
is a prestigious law firm and well-qualified and has ample
expertise in the matters upon which it is to be engaged.  The
Stein Mitchell lawyers working on these matters, Messrs. Mitchell
and Beato, combined have more than fifty years of federal and
state regulatory and litigation experience.  This experience would
be a valuable benefit to AmeriDebt in defending the complex
litigation and regulatory issues confronting the company.  

Stein Mitchell's hourly billing rates are:

            Paralegals and Associates         $75
            Partner                           $200 to $225
            Senior Partners                   $350

Stein Mitchell received a $50,000 prepetition retainer.  That
retainer has been deposited into its client's escrow account and
will be applied to charges for postpetition legal services.

Headquartered in Germantown, Maryland, AmeriDebt, Inc. --
http://ameridebt.org/-- is a credit counseling company.  The  
Company filed for chapter 11 protection on June 5, 2004 (Bankr.
Md. Case No. 04-23649).  Stephen W. Nichols, Esq., at Deckelbaum,
Ogens, et al., represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $8,387,748 in total assets and $12,362,695 in total debts.


ASSET SECURITIZATION: Fitch Cuts 1997-D5 Class A-5 Rating to B+
---------------------------------------------------------------
Asset Securitization Corp.'s (ASC) commercial mortgage pass-
through certificates, series 1997-D5, $39.5 million class A-5 is
downgraded to 'B+' from 'BB' and removed from Rating Watch
Negative by Fitch Ratings.

Fitch also affirms and removes the following classes from Rating
Watch Negative:

      --$43.9 million class A-6 'B';
      --$21.9 million class A-7 'B-'.

The following remain on Rating Watch Negative:

      --$87.7 million class A-2 'AA';
      --$52.6 million class A-3 'A+';
      --$26.3 million class A-4 'A'.

Fitch also affirms the following classes:

      --$126.4 million class A-1B 'AAA';
      --$713 million class A-1C 'AAA';
      --$229.8 million class A-1D 'AAA';
      --$52.6 million class A-1E 'AAA';
      --Interest-only class PS-1 'AAA'.

The following classes remain at their current levels:

      --$39.5 million class B-1 'C';
      --$39.5 million class B-2 'C';
      --$8.8 million class B-3 'C';
      --$13.2 million class B-4 'C';
      --$13.2 million class B-5 'C';
      --$11.6 million class B-6 'D'.

The downgrade of class A-5 reflects the losses expected on several
specially serviced loans, with a majority of losses due to occur
after the disposition of the Hyde Park loan, secured by a vacant
hospital in Chicago, IL. A lawsuit, filed on behalf of the trust
against the depositor and mortgage loan seller to have the Hyde
Park loan repurchased, is likely to continue through 2005 unless a
settlement is reached beforehand.

The Fitch expected principal losses to the Hyde Park loan are due
to unpaid principal balance, legal fees and assumed future legal
fees, accruing at approximately $500,000 per month.

Additionally, Fitch anticipates losses of approximately $10
million on four other specially serviced loans (1%).

Classes A-2 through A-4 remain on Rating Watch Negative. Although
the interest shortfalls on these classes have been paid in full,
Fitch remains concerned about the continuing deterioration of the
pool's collateral. The interest shortfalls are currently affecting
classes A-5 through B-6.

Realized losses to date total $31.7 million or 1.77% of the
original principal balance.

While there has been a decline in the pool performance due to the
increased number of loans of concern, five loans, the Saul Centers
pool, 3 Penn Plaza, the Fath Multifamily pool, Swiss Bank Tower
and Comsat maintain investment grade credit assessments. One loan,
the Westin Casuarina Resort, maintains a below investment grade
credit assessment.

Fitch will continue to monitor this transaction for developments
on the Hyde Park repurchase claim, the loans in special servicing
and any other potential issues. Further rating actions might be
necessary if there is an increase in loans of concern in the pool
or if the expected losses continue to increase.


ATMI INC: Completes Sale of Epitaxial Services to Int'l Rectifier
-----------------------------------------------------------------
ATMI, Inc. (Nasdaq: ATMI), a supplier of materials and materials
packaging to the world's leading semiconductor manufacturers, has
completed the previously announced sale of its specialty epitaxial
services business, located in Mesa, Arizona, to International
Rectifier Corporation (NYSE: IRF), a world leader in power
management technology.

ATMI provides specialty materials and materials packaging to the
worldwide semiconductor industry. As the Source of Semiconductor
Process Efficiency, ATMI helps customers improve wafer yields and
lower operating costs. For more information, please visit
http://www.atmi.com/

                           *   *   *

                  Liquidity and Capital Resources

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

"The Company finances its activities principally through cash from
operations, the sale of equity, the issuance of convertible debt
securities and various lease and debt instruments. All of the
assets and liabilities associated with the discontinued operations
are classified as held for sale in the consolidated balance
sheets. The Company's working capital increased to $254.5 million
at March 31, 2004 from $244.9 million at December 31, 2003,
primarily as a result of increased accounts receivable and
inventory balances associated with the increased sales in the
First Quarter-2004.

"ATMI believes that the Company's existing cash and cash
equivalents and marketable securities balances, existing sources
of liquidity, available lines of credit and anticipated proceeds
from disposal of assets and liabilities held for sale will satisfy
the Company's projected working capital and other cash
requirements through at least the end of 2004. However, management
also believes the level of financing resources available to ATMI
is an important competitive factor in its industry, and management
may seek additional capital prior to the end of that period.
Additionally, management considers, on a continuing basis,
potential acquisitions of strategic technologies and businesses
complementary to ATMI's current business. There are no present
definitive agreements with respect to any such acquisitions.
However, any such transactions may affect ATMI's future capital
needs. In addition, the activities the Company is currently
undertaking to exit non-core businesses and reduce its exposure to
the cyclical capital equipment spending environment may generate
additional sources of liquidity and also affect ATMI's future
capital needs."


BLOUNT INT'L: Files Amended Stock Registration Statement with SEC
-----------------------------------------------------------------
Blount International, Inc. (NYSE: BLT) filed an amendment to a
registration statement with the Securities and Exchange Commission
for a proposed offering of $125 million of its common stock and a
proposed offering by Blount, Inc., its wholly-owned subsidiary, of
$175 million in principal amount of Senior Subordinated Notes due
2012.

Lehman Brothers and JPMorgan are serving as joint book-running
managers for the common stock offering. Lehman Brothers is serving
as the sole book-running manager for the Senior Subordinated Notes
offering.

Blount International, Inc. is a diversified international company
operating in three principal business segments: Outdoor Products,
Lawnmower, and Industrial and Power Equipment.

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

Each of the offerings will be made only by means of a prospectus.
Once available, preliminary prospectuses for the common stock
offering and the Senior Subordinated Notes offering may be
obtained from Lehman Brothers Inc., c/o ADP Financial Services,
Integrated Distribution Services, 1155 Long Island Avenue,
Edgewood, New York, 11717 (telephone: 631-254-7106) and
preliminary prospectuses for the common stock offering may be
obtained from J.P. Morgan Securities Inc., Prospectus Department,
One Chase Manhattan Plaza, New York, NY 10081 (telephone: 212-552-
5164).

At March 31, 2004, Blount International, Inc.'s balance sheet
shows a stockholders' deficit of $390.3 million compared to a
deficit of $397.3 million at December 31, 2003.


CANDESCENT TECHNOLOGIES: Hires Bachecki Crom as Tax Consultants
---------------------------------------------------------------
Candescent Technologies Corporation and Candescent Technologies
International, Ltd., ask the U.S. Bankruptcy Court for the
Northern District of California, San Jose Division, for permission
to employ Bachecki, Crom & Co., LLP as their tax consultants and
accountants.

The Debtors want Bachecki Crom to provide tax advice and prepare
their 2004 tax returns.

Bachecki Crom is a certified public accounting practice,
established for over 25 years with substantial experience in
providing tax consulting services to the debtors and debtor-in-
possession.

Bachecki Crom presently holds a $9,000 prepetition retainer for
prepetition tax services and an $11,000 retainer for postpetition
consulting services.

The firm's current hourly rates range from:

         Designation            Billing Rate
         -----------            ------------
         Partners               $295 to $335 per hour
         Senior Accountants     $170 to $290 per hour
         Junior Accountants     $100 to $160 per hour

Gregori W. Somoff will lead the team in this engagement.
Mr. Somoff's hourly rate is $300.

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.


CARDIAC SCIENCE: Raises $12.4 Million from Private Placement
------------------------------------------------------------
Cardiac Science, Inc. (Nasdaq: DFIB), a leading manufacturer of
life-saving automatic public access defibrillators (AEDs) and
provider of comprehensive AED/CPR training and program management
services, completed a private placement of common stock and
warrants raising approximately $12.4 million in gross proceeds.
The financing was led by Perseus, LLC, a current investor in the
Company.

The transaction involved the sale of 5.22 million newly-issued
shares of Cardiac Science common stock at a price of $2.37 per
share. The share price was based on the closing bid price of the
Company's common stock as quoted on the Nasdaq National Market on
Monday, July 19. In addition to the common stock, the Company
issued the investors five-year warrants to purchase up to an
aggregate of 2.09 million shares of common stock with an exercise
price of $2.84 per share.

Proceeds of the offering will provide additional working capital
for the Company and fund product development initiatives.

The securities issued in the private placement have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration
under the Securities Act and applicable state securities laws or
an applicable exemption from those registration requirements. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the Company's securities.

                    About Cardiac Science

Cardiac Science develops manufactures and markets the
Powerheart(R)-brand, automatic public access defibrillators
(AEDs), and offers comprehensive AED/CPR training and AED program
management services that facilitate successful deployments. The
Company also makes the Powerheart(R) CRM(TM), the only FDA-cleared
therapeutic patient monitor that instantly and automatically
treats hospitalized cardiac patients who suffer life-threatening
heart rhythms. Cardiac Science also manufactures its AED products
on a private label basis for other leading medical companies. For
more information please visit http://www.cardiacscience.com/or  
call 1.949.797.3800.

                           *   *   *

                  Liquidity and Capital Resources

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

"From inception through March 31, 2004, we have incurred losses of
approximately $111,000. Recovery of our assets is dependent upon
future events, the outcome of which is indeterminable.
Additionally, transition to profitable operations is dependent
upon achieving a level of revenues adequate to support our cost
structure. The accompanying financial statements have been
prepared assuming that we will continue as a going concern.

"Based on meeting our internal sales growth targets, we believe
that our current cash balances, combined with net cash that we
expect to generate from operations, the sale of two product lines
and access to our unused line of credit of $5,000, will sustain
our ongoing operations for the next twelve months. In the event
that we require additional cash to support our operations during
the next twelve months or thereafter, we will attempt to raise the
required capital through either debt or equity arrangements. We
cannot provide any assurance that the required capital will be
available on acceptable terms, if at all, or that any financing
activity will not be dilutive to our current stockholders. If we
are not able to raise additional funds, we may be required to
significantly curtail our operations and this would have an
adverse effect on our financial position, results of operations
and cash flows."


CATHOLIC CHURCH: Asks to Continue Using Existing Business Forms
---------------------------------------------------------------
The Archdiocese of Portland in Oregon seeks the Court approval to
continue using its correspondence and business forms.  This
includes, but is not limited to, checks, letterhead, envelopes,
promotional materials, and other forms substantially in the forms
existing immediately prior to the Petition Date, without
reference to its status as debtor-in-possession.

"It would be very costly and disruptive to the Debtor's
operations to alter its forms to address its status as a debtor-
in-possession," Thomas W. Stilley, Esq., at Sussman Shank, LLP,
in Portland, Oregon, relates.

                Paul DuFresne Wants Forms Changed

Paul DuFresne, a creditor in the Debtor's Chapter 11 case, asks
Judge Perris to direct the Debtor to destroy all old business
forms, letterheads, stationary, and checks.  Mr. DuFresne also
wants all computer files containing templates for letterheads,
business forms, and stationary, irrevocably altered or erased.

"It is vital for me and for all creditors to know if, in
reviewing records, financial or business transactions were
conducted before or after the application for bankruptcy," Mr.
DuFresne says.

According to Mr. DuFresne, "figuring by dates marked on forms or
records may be unreliable."  The marked dates can be false.  The
Debtor's tacit and voluntary admission of poor business practice
-- through application for Chapter 11 Bankruptcy -- allows for at
least a credible possibility that accounting methods are sloppy,
or managerial controls over the actions of subordinates are poor.  
Either of these could lead to intentional or inadvertent dating
on forms, letters, checks or records, which falsely indicate when
events occurred.  Therefore, it is vital that all new business
forms be immediately brought into use.

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)   


CHURCH & DWIGHT: Acquires Remaining 50% Interest in Armkel
----------------------------------------------------------
On May 28, 2004, Church & Dwight Co., Inc., acquired the 50%
ownership interest in Armkel, LLC, not previously owned by Church
& Dwight. The acquisition was effected through Church & Dwight's
acquisition from Kelso Blockers Holdings, LLC, an affiliate of
Kelso & Company, of all of the issued and outstanding shares of
capital stock of several corporations (collectively, the "Kelso
Blocker Corporations") that collectively owned all of the
outstanding ownership interests in Kelso Protection Ventures, LLC.
The Kelso Member directly owned the 50% interest in Armkel. The
purchase price for the acquisition was $253,650,000, which was
determined through arm's-length negotiations. The acquisition was
completed pursuant to the terms of a Stock Purchase Agreement,
dated May 28, 2004, between Kelso Blockers Holdings, LLC, Church &
Dwight and certain other parties named as guarantors in the Stock
Purchase Agreement.

Prior to the acquisition, Armkel marketed a portfolio of domestic
consumer products, including TROJAN condoms, NAIR depilatories and
waxes and FIRST RESPONSE and ANSWER home pregnancy/ovulation test
kits. Internationally, Armkel primarily marketed oral care
products, depilatories, condoms, skin care products, home
pregnancy test kits and other regional niche products. All of
these product lines are now wholly-owned by Church & Dwight.   

Following the acquisition, the Kelso Blocker Corporations, the
Kelso Member and Armkel were merged with and into Church & Dwight.
As a result of the mergers, Church & Dwight assumed all of the
obligations of the Kelso Blocker Corporations, the Kelso Member
and Armkel, including all of the obligations of Armkel under
$225,000,000 principal amount of 9-1/2% Senior Subordinated Notes
due 2009 issued by Armkel and its wholly-owned subsidiary, Armkel
Finance, Inc.

Church & Dwight also entered into an amended and restated credit
agreement with several banks and other financial institutions, The
Bank of Nova Scotia, Fleet National Bank and National City Bank,
each as a documentation agent, Citicorp North America, Inc., as
syndication agent, and J.P. Morgan Chase Bank, as administrative
agent. The Credit Agreement provides for

      (i) a five year term loan in a principal amount of       
          $100,000,000,

     (ii) a seven year term loan a principal amount of
          $440,000,000, which term loan may be increased by up to
          an additional $250,000,000 upon the satisfaction of
          certain conditions, and

    (iii) a five year multi-currency revolving credit and letter
          of credit facility in an aggregate principal amount of
          up to $100,000,000.

The Term Loans were used to finance the acquisition of the
remaining 50% interest in Armkel not previously owned by Church &
Dwight, pay amounts outstanding under Armkel's principal credit
facility and refinance Church & Dwight's principal credit
facility. The Revolving Loans, which are currently undrawn, are
available for general corporate purposes. The obligations of
Church & Dwight under the Credit Agreement are secured by
substantially all of the assets of Church & Dwight and certain of
its domestic subsidiaries. Those domestic subsidiaries have also
guaranteed the loan obligations under the Credit Agreement. The
Term Loans and the Revolving Loans bear interest under one of two
rate options, selected by Church & Dwight, equal to either (i) a
eurocurrency rate (adjusted for any reserve requirements) or (ii)
the greater of the prime rate, the secondary market rate for
three-month certificates of deposit (adjusted for any reserve
requirements) plus 1%, or the federal funds effective rate plus
0.5%, plus (b) an applicable margin. The applicable margin is
determined by Church & Dwight's then current leverage ratio. At
the closing date of the Credit Agreement, the applicable margin
was (a) 1.75% for the Eurocurrency Rate and (b) 0.75% for the
Alternate Base Rate.

Church & Dwight Co., Inc. manufactures and markets a wide range of
personal care, household and specialty products, under the ARM &
HAMMER brand name and other well-known trademarks.

                     *   *   *

As reported in the Troubled Company Reporter's June 11, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating on Church & Dwight following the closing
of the company's new $640 million senior secured bank facility.
The facility was used to refinance existing debt and to purchase
the remaining 50% of Armkel LLC the company did not already own.

Armkel's senior subordinated debt rating was raised to 'B+' from
'B', in line with Church & Dwight's ratings. Armkel's corporate
credit rating was withdrawn, as the company is now 100% owned by
Church & Dwight. All of Armkel's ratings are removed from
CreditWatch, where they were placed May 6, 2004. Approximately
$965 million of rated debt is affected by these actions.

"The ratings on Princeton, New Jersey-based Church & Dwight Co.
Inc. reflect its participation in the highly competitive personal
care segment of the consumer products industry, its lack of
geographic diversity, and its acquisitive nature," said Standard &
Poor's credit analyst Patrick Jeffrey. Partially mitigating these
factors are management's expected focus on reducing debt and the
successful growth of the company's product portfolio through
acquisitions. This strategy has expanded the Arm & Hammer brand
name into several household and personal care product lines,
such as detergents, toothpaste, cat litter, and deodorant.


CONSECO/GREEN TREE: Fitch Takes Rating Actions on RMBS Classes
--------------------------------------------------------------
Fitch Ratings has affirmed 96 classes and downgraded 132 classes
from 52 Conseco Finance/Green Tree Finance manufactured housing
(MH) transactions. The total dollar amount of all rated classes is
approximately $13 billion. The downgrade rating actions reflect
the current and future expectations of reduction in credit
enhancement combined with high losses and delinquencies.
While Fitch's rating actions reflect the deteriorating performance
of the MH pools as well as the limitation of capital, changes in
servicing fees from 125 basis points (bps) to 115bps (as of July
2004) may be a source of future capital. Fitch will continue to
closely monitor the status of the servicing as well as the
performance of the pools and take appropriate rating actions.

Fitch has taken these rating actions:

      Series 1994-1:

         --Class A-5 is affirmed at 'AA';
         --Class B-2 remains at 'C'.

      Series 1994-2:

         --Class A-5 is affirmed at 'AA';
         --Class B-2 remains at 'C'.

      Series 1994-3:

         --Class A-5 is affirmed at 'AA';
         --Class B-2 remains at 'C'.

      Series 1994-5:

         --Class A-5 is affirmed at 'AA';
         --Class B-2 remains at 'C'.

      Series 1994-6:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is affirmed at 'AA';
         --Class B-1 is affirmed at 'A-';
         --Class B-2 remains at 'C'.

      Series 1994-7:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is affirmed at 'AA';
         --Class B-1 is affirmed at 'BBB+';
         --Class B-2 remains at 'C'.

      Series 1994-8:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is affirmed at 'AA';
         --Class B-1 is affirmed at 'BBB+';
         --Class B-2 remains at 'C'.

      Series 1995-1:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is affirmed at 'AA';
         --Class B-1 is affirmed at 'BBB+';
         --Class B-2 remains at 'C'.

      Series 1995-2:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is affirmed at 'AA-';
         --Class B-1 is affirmed at 'BBB';
         --Class B-2 remains at 'C'.

      Series 1995-3:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is affirmed at 'AA-';
         --Class B-1 is downgraded to 'BBB-' from 'BBB';
         --Class B-2 remains at 'C'.

      Series 1995-4:

         --Classes A-5 - A-6 are affirmed at 'AAA';
         --Class M-1 is affirmed at 'AA-';
         --Class B-1 is downgraded to 'BB' from 'BBB-';
         --Class B-2 remains at 'C'.

      Series 1995-5:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is affirmed at 'A';
         --Class B-1 is downgraded to 'B' from 'BB+';
         --Class B-2 remains at 'C'.

      Series 1995-6:

         --Classes A-5 - A-6 are affirmed at 'AAA';
         --Class M-1 is downgraded to 'BBB-' from 'A-';
         --Class B-1 is downgraded to 'B-' from 'BB+';
         --Class B-2 remains at 'C'.

      Series 1995-7:

         --Classes A-5 - A-6 are affirmed at 'AAA';
         --Class M-1 is affirmed at 'A-';
         --Class B-1 is downgraded to 'B-' from 'BB+';
         --Class B-2 remains at 'C'.

      Series 1995-8:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is affirmed at 'A+';
         --Class B-1 is downgraded to 'B-' from 'BB+';
         --Class B-2 remains at 'C'.

      Series 1995-9:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is downgraded to 'BBB' from 'A-';
         --Class B-1 is downgraded to 'B-' from 'BB+';
         --Class B-2 remains at 'C'.

      Series 1995-10:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is affirmed at 'A';
         --Class B-1 is downgraded to 'B' from 'BB+';
         --Class B-2 remains at 'C'.

      Series 1996-1:

         --Classes A-4 - A-5 are affirmed at 'AAA';
         --Class M-1 is downgraded to 'BBB' from 'BBB+';
         --Class B-1 is downgraded to 'CCC' from 'B+';
         --Class B-2 remains at 'C'.

      Series 1996-2:

         --Classes A-4 - A-5 are affirmed at 'AAA';
         --Class M-1 is downgraded to 'BB' from 'BBB';
         --Class B-1 is downgraded to 'CC' from 'B-';
         --Class B-2 remains at 'C'.

       Series 1996-3:

         --Classes A-5 - A-6 are affirmed at 'AAA';
         --Class M-1 is downgraded to 'B' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'B-';
         --Class B-2 remains at 'C'.

      Series 1996-4:

         --Classes A-6 - A-7 are affirmed at 'AAA';
         --Class M-1 is downgraded to 'B' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'B-';
         --Class B-2 remains at 'C'.

      Series 1996-5:

         --Classes A-6 - A-7 are affirmed at 'AAA';
         --Class M-1 is downgraded to 'B' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'B-';
         --Class B-2 remains at 'C'.

      Series 1996-6:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is downgraded to 'BB' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'B-';
         --Class B-2 remains at 'C'.

      Series 1996-7:

         --Class A-6 is affirmed at 'AAA';
         --Class M-1 is downgraded to 'BBB-' from 'BBB';
         --Class B-1 is downgraded to 'C' from 'B-';
         --Class B-2 remains at 'C'.

      Series 1996-8:

         --Classes A-6 - A-7 are affirmed at 'AAA';
         --Class M-1 is downgraded to 'BB' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'B-';
         --Class B-2 remains at 'C'.

      Series 1996-9:

         --Classes A-5 - A-6 are affirmed at 'AAA';
         --Class M-1 is downgraded to 'BB' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'B-';
         --Class B-2 remains at 'C'.

      Series 1996-10:

         --Classes A-5 - A-6 are affirmed at 'AAA';
         --Class M-1 is downgraded to 'BBB-' from 'BBB';
         --Class B-1 is downgraded to 'C' from 'B-';
         --Class B-2 remains at 'C'.

      Series 1997-1:

         --Classes A-5 - A-6 are affirmed at 'AAA';
         --Class M-1 is downgraded to 'BB' from 'BBB';
         --Class B-1 is downgraded to 'C' from 'B';
         --Class B-2 remains at 'C'.

      Series 1997-2:

         --Classes A-6 - A-7 are affirmed at 'AA+';
         --Class M-1 is downgraded to 'B-' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 1997-3:

         --Classes A-5 - A-7 are affirmed at 'AA';
         --Class M-1 is downgraded to 'B-' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 1997-4:

         --Classes A-5 - A-7 are affirmed at 'AA+';
         --Class M-1 is downgraded to 'BB-' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'B-';
         --Class B-2 remains at 'C'.

      Series 1997-5:

         --Classes A-5 - A-7 are affirmed at 'AA+';
         --Class M-1 is downgraded to 'BB' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'B-';
         --Class B-2 remains at 'C'.

      Series 1997-6:

         --Classes A-6 - A-10 are affirmed at 'AA';
         --Class M-1 is downgraded to 'B+' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'CCC;
         --Class B-2 remains at 'C'.

      Series 1997-8:

         --Class A-1 is affirmed at 'AA-';
         --Class M-1 is downgraded to 'B' from 'BBB-';
         --Class B-1 is downgraded to 'C' from 'CCC';
         --Class B-2 remains at 'C'.

      Series 1998-1:

         --Classes A-4 - A-6 are affirmed at 'A+';
         --Class M-1 is downgraded to 'CCC' from 'BB+;
         --Class B-1 is downgraded to 'C' from 'CCC';
         --Class B-2 remains at 'C'.

      Series 1998-3:

         --Classes A-5 - A-6 are downgraded to 'BBB+' from 'A';
         --Class M-1 is downgraded to 'CCC' from 'BB-';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 1998-4:

         --Classes A-5 - A-7 are downgraded to 'BBB' from 'A';
         --Class M-1 is downgraded to 'CCC' from 'BB-';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 1998-6:

         --Class A-5 is affirmed at 'AAA';
         --Class A-6 is affirmed at 'AA';
         --Class A-7 is affirmed at 'A';
         --Class A-8 is downgraded to 'BBB+' from 'A';
         --Class M-1 is downgraded to 'B-' from 'BB-';
         --Class M-2 is downgraded to 'CC' from 'B-';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 1998-7:

         --Class A-1 is downgraded to 'BBB+' from 'A-';
         --Class M-1 is downgraded to 'B-' from 'BB-';
         --Class M-2 is downgraded to 'CC' from 'B-';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 1999-1:

         --Class A-4 is affirmed at 'AA';
         --Class A-5 is affirmed at 'A-';
         --Class A-6 is downgraded to 'BBB-' from 'BBB';
         --Class A-7 is downgraded to 'BB' from 'BBB';
         --Class M-1 is downgraded to 'CCC' from 'B+';
         --Class M-2 is downgraded to 'CC' from 'B-';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 1999-2:

         --Class A-3 is affirmed at 'A+';
         --Class A-4 is downgraded to 'BBB-' from 'A-';
         --Classes A-5 - A-7 are downgraded to 'B+' from 'BBB';
         --Class M-1 is downgraded to 'CCC' from 'B+';
         --Class M-2 is downgraded to 'CC' from 'B-';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 1999-3:

         --Class A-5 is affirmed at 'BBB+';
         --Class A-6 is affirmed at 'BBB';
         --Classes A-7 - A-9 are downgraded to 'B' from 'BBB-';
         --Class M-1 is downgraded to 'CCC' from 'B';
         --Class M-2 is downgraded to 'CC' from 'CCC';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 1999-4:

         --Class A-5 is downgraded to 'BBB-' from 'BBB+';
         --Class A-6 is downgraded to 'BB' from 'BBB';
         --Classes A-7 - A-9 are downgraded to 'B-' from 'BB+';
         --Class M-1 is downgraded to 'CC' from 'B';
         --Class M-2 is downgraded to 'C' from 'CCC';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 1999-5:

         --Class A-4 is affirmed at 'BBB+';
         --Classes A-5 - A-6 are downgraded to 'B-' from 'BB+';
         --Class M-1 is downgraded to 'CC' from 'B';
         --Class M-2 is downgraded to 'C' from 'CCC';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 2000-1:

         --Class A-4 is downgraded to 'BBB-' from 'A';
         --Class A-5 is downgraded to 'B-' from 'BB-';
         --Class M-1 is downgraded to 'C' from 'B-';
         --Class M-2 is downgraded to 'C' from 'CC';
         --Class B-1 is downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 2000-2:

         --Class A-3 is affirmed at 'AAA';
         --Class A-4 is downgraded to 'BB-' from 'BBB-';
         --Classes A-5 - A-6 are downgraded to 'CCC' from 'BB-';
         --Class M-1 is downgraded to 'C' from 'B-';
         --Class M-2 is downgraded to 'C' from 'CC';
         --Class B-1 is downgraded to 'C' from 'CC'.

      Series 2000-4:

         --Class A-4 is downgraded to 'B+' from 'BBB-';
         --Classes A-5 - A-6 are downgraded to 'CCC' from 'BB-';
         --Class M-1 is downgraded to 'C' from 'B-';
         --Class M-2 is downgraded to 'C' from 'CC';
         --Class B-1 is downgraded to 'C' from 'CC'.

      Series 2000-5:

         --Class A-4 affirmed at 'BBB';
         --Class A-5 is downgraded to 'BB+' from 'BBB-';
         --Class A-6 is downgraded to 'B-' from 'BB';
         --Class A-7 is downgraded to 'B-' from 'BB-';
         --Class M-1 is downgraded to 'C' from 'B-';
         --Class M-2 is downgraded to 'C' from 'CC';
         --Class B-1 is downgraded to 'C' from 'CC'.

      Series 2000-6:

         --Class A-4 affirmed at 'A-';
         --Class A-5 is downgraded to 'BB+' from 'BBB-';
         --Class M-1 is downgraded to 'CC' from 'B';
         --Class M-2 is downgraded to 'C' from 'CCC';
         --Class B-1 is downgraded to 'C' from 'CC'.

       Series 2001-1:

         --Classes A-3 & A-IO are affirmed at 'AAA';
         --Class A-4 affirmed at 'A';
         --Class A-5 is downgraded to 'BB+' from 'BBB-';
         --Class M-1 is downgraded to 'CC' from 'B+';
         --Class M-2 is downgraded to 'C' from 'CCC';
         --Class B-1 is downgraded to 'C' from 'CC'.

       Series 2001-2:

         --Classes A & A-IO are affirmed at 'AAA';
         --Class M-1 is downgraded to 'B-' from 'BB-';
         --Class M-2 is downgraded to 'C' from 'B-';
         --Class B-1 downgraded to 'C' from 'CC';
         --Class B-2 remains at 'C'.

      Series 2001-4:

         --Class A-IO is affirmed at 'AAA';
         --Class A-2 affirmed at 'AA';
         --Class A-3 affirmed at 'A+';
         --Class A-4 is downgraded to 'BBB' from 'A-';
         --Class M-1 is downgraded to 'B' from 'BB+';
         --Class M-2 is downgraded to 'CC' from 'B';
         --Class B-1 is downgraded to 'C' from 'CCC'.


COVANTA TAMPA: Files Schedule of Assumed Contracts with Court
-------------------------------------------------------------
Debtors Covanta Tampa Bay, Inc., and Covanta Tampa Construction,
Inc., file with the Court a schedule of 23 executory contracts
and unexpired leases that they intend to assume pursuant to the
Covanta Tampa Plan.  The Covanta Tampa Debtors will assign 22 of
the contracts to Tampa Bay Water.  The Debtors will assign a
wireless telephone contract with Nextel Communications to Covanta
Projects, Inc.

A free copy of the Schedule is available at:

http://bankrupt.com/misc/Covanta_Tampa_Assumed_and_Assigned_Contracts.pdf

The Covanta Tampa Debtors reserve the right to add or remove
executory contracts and unexpired leases to or from the Schedule
at any time before the effective date of the Covanta Tampa Plan.

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)   


COVANTA TAMPA: Court Confirms Amended Reorganization Plan
---------------------------------------------------------
On July 14, 2004, the Covanta Tampa Debtors, Tampa Bay Water and
Debtor Covanta Energy Corporation filed with the Court amendments
to the TBW Settlement Agreement underpinning the Covanta Tampa
Debtors' Joint Plan of Reorganization.

Pursuant to the Amendments, the Parties agree and acknowledge
that:

   (a) Immediately after the Interim Settlement Effective Date,
       TBW made $550,000 in funds available to pay valid
       subcontractor claims for certain subcontracts previously
       assigned to TBW.  As of July 1, 2004, $306,681 of the
       funds made available immediately after the Interim
       Settlement Effective Date has been paid to subcontractors
       that have furnished signed final lien waivers and final
       contractor affidavits pursuant to Florida Statutes Section
       713.06(3)(d)(1), leaving a $243,319 balance available to
       pay valid claims;

   (b) On the Final Settlement Effective Date, and in addition to
       $4,400,000, TBW will pay to CTC $77,859 from the Balance,
       in partial reimbursement for the actual out-of-pocket
       costs and expenses incurred by CTC with respect to the
       subcontracts for which CTC has not received reimbursement
       from TBW.  The amounts constitute back charges and offsets
       against the applicable subcontracts previously assigned to
       TBW;

   (c) If CTC holds the right to seek reimbursement for the back
       charges and offsets, the right to seek reimbursement from
       the applicable subcontractor is assigned to TBW;

   (d) TBW will be entitled to retain the remainder of the
       Balance; and

   (e) Immediately after the Final Settlement Effective Date, CTC
       will transfer to TBW all Facility records, documents, and
       signed and sealed as-builts, excluding the records and
       documents which are subject to attorney-client privilege
       or attorney work product privilege.  In addition, on or
       before the Interim Settlement Effective Date, CTC will
       provide to TBW all final affidavits and partial and final
       lien waivers that CTC has received from subcontractors,
       vendors and materialmen related to the Facility.

According to Vincent E. Lazar, Esq., at Jenner & Block, in
Chicago, Illinois, the Parties' agreement and consent to the
revisions assist in the consummation of the Settlement Agreement
and in the smooth transition of the operation of the Facility.

                   Court Confirms Amended Plan

Judge Blackshear finds that Covanta Tampa Debtors' Plan, as
amended by the July 14 revisions to the Settlement Agreement,
satisfies the 13 requirements for confirmation provided in
Section 1129 of the Bankruptcy Code:

A. The Covanta Tampa Plan satisfies Section 1129(a)(1):

   * The classification scheme of Claims and Equity Interests
     is reasonable.  Valid business, factual and legal reasons
     exist for separately classifying the various Classes of
     Claims and Equity Interests.  Claims or Equity Interests in
     each Class are substantially similar to other Claims or
     Equity Interests in that Class, thus satisfying the
     requirements of Section 1122(a);

   * Classes of Claims and Equity Interests are properly
     designated in accordance with the applicable provisions of
     the Bankruptcy Code, including Sections 1122 and 1123(a)(1);

   * Classes 1 and 5 are specified as Unimpaired, thereby
     satisfying the requirements of Section 1123(a)(2).  Pursuant
     to Section 1126(f), Classes 1 and 5 are deemed to accept the
     Plan;

   * Class 2, Subclass 3A, Subclass 3B, and Class 4 are specified
     as Impaired, thereby satisfying the requirements of Section
     1123(a)(3);

   * The same treatment of each Claim or Equity Interest of a
     particular Class or Subclass is provided, thereby satisfying
     the requirements of Section 1123(a)(4);

   * Unsecured Claims in Subclass 3A and Subclass 3B are placed
     in separate Subclasses to implement the pro rata
     distributions of the Net Settlement Funds provided under the
     Plan, where Unsecured Claims will have priority over
     Intercompany Claims for purposes of distribution of the Net
     Settlement Funds, thus further satisfying the requirements
     of Section 1123(a)(4);

   * The Plan provides for adequate means of its implementation,
     including:

        -- authorizing the Covanta Tampa Debtors to implement the
           TBW Settlement Agreement and all transactions
           contemplated thereby; and

        -- revesting the Covanta Tampa Debtors' assets that have
           not been transferred pursuant to the TBW Settlement
           Agreement.

     The Plan, therefore, satisfies the requirements of Section
     1123(a)(5);

   * The Plan provides that the articles of incorporation of the
     Covanta Tampa Debtors will prohibit the issuance of
     non-voting equity securities to the extent required by
     Section 1123(a)(6);

   * The appointment or employment of individuals or entities
     proposed to serve on or after the Effective Date as officers
     or directors of the Reorganized Covanta Tampa Debtors, and
     their proposed compensation and indemnification arrangements
     are consistent with the interests of creditors, equity
     security holders and public policy in accordance with
     Section 1123(a)(7);

   * The Plan does not contain provisions that are inconsistent
     with the applicable provisions of the Bankruptcy Code,
     hence, satisfying Section 1123(b)(6);

   * In accordance with Rule 3016(a) of the Federal Rules of
     Bankruptcy Procedure, the Plan is dated and identifies the
     proponents.

B. The Covanta Tampa Debtors comply with Sections 1125 and 1126
   and, therefore, have satisfied the requirements of Section
   1129(a)(2).  The Debtors are eligible debtors under Section
   109 and proper Plan proponents under Section 1121(a).

C. The Covanta Tampa Plan is proposed in good faith and not by
   any means forbidden by law, thereby, complying with Section
   1129(a)(3).  The Chapter 11 cases were filed, and the Plan
   was proposed, with the purpose of maximizing the value of the
   Covanta Tampa Debtors' estates by providing a means through
   which the Covanta Tampa Debtors may implement the TBW
   Settlement Agreement, so that creditors may expeditiously
   receive distributions in respect of their claims, and the
   Covanta Tampa Debtors may emerge from Chapter 11 for purposes
   of operating the Facility on behalf of TBW for an agreed-upon
   amount of time.

D. The Covanta Tampa Plan complies with the requirements of
   Section 1129(a)(4).  To the extent required by the Bankruptcy
   Code, the Bankruptcy Rules or the Orders of the Court, any
   payments made or to be made by the Covanta Tampa Debtors for
   services or for costs and expenses in connection with, the
   Chapter 11 cases or the Plan, have been approved by, or are
   subject to the approval of, the Court as reasonable.

E. The Covanta Tampa Plan satisfies the requirements of Section
   1129(a)(5) since the Covanta Tampa Debtors adequately
   disclosed or identified in the Disclosure Statement the
   identities and affiliations of all individuals or entities
   proposed to serve on or after the Effective Date as
   officers or directors of the Reorganized Covanta Tampa
   Debtors.

F. Section 1129(a)(6) permits confirmation only if any regulatory
   commission that will have jurisdiction over the Debtors after
   confirmation has approved any rate change provided for in the
   Plan.  This requirement is inapplicable in the Covanta Tampa's
   Chapter 11 cases.  The Plan does not provide for any change in
   rates over which a governmental regulatory commission has
   jurisdiction.

G. The Covanta Tampa Plan satisfies Section 1129(a)(7) of the
   Bankruptcy Code.  Each holder of an Impaired Claim:

   * has accepted the Plan; or

   * will receive or retain under the Plan, on account of the
     Claim, property of a value, as of the Effective Date, that
     is not less than the amount that the holder would so receive
     or retain if the Covanta Tampa Debtors were to be liquidated
     under Chapter 7 of the Bankruptcy Code on that date.

   The liquidation analysis in the Disclosure Statement and other
   evidence proffered, adduced or presented at the Confirmation
   Hearing are persuasive and credible and have not been
   controverted by other evidence.

H. Classes 1 and 5 are Unimpaired and are deemed to accept the
   Covanta Tampa Plan under Section 1126(f).  Class 2, Subclass
   3A, Subclass 3B, and Class 4 are Impaired and designated as
   voting Classes under the Plan.  Class 2, Subclass 3A and
   Subclass 3B have voted to accept the Plan.  With respect to
   Class 4, which currently contains no creditors given the
   disallowance of the Hydranautics Claims under the Hydranautics
   Claim Stipulation, no votes were solicited and no votes were
   cast to accept or reject the Covanta Tampa Plan.  In the event
   that Section 1129(a)(8) has not been satisfied with respect to
   Class 4, the Plan nevertheless is confirmable because it
   satisfies Section 1129(b) with respect to Class 4.

I. The treatment of Allowed Administrative Expense Claims,
   Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims
   and the Allowed Covanta Administrative Expense Claim under the
   Covanta Tampa Plan satisfies the applicable requirements of
   Section 1129(a)(9).

J. Class 2, Subclass 3A, and Subclass 3B are Impaired Classes of
   Claims that have voted to accept the Covanta Tampa Plan.  
   Other than Subclass 3B, to the best of the covanta Tampa
   Debtors' knowledge, the Intercompany Claims, do not contain
   "insiders," thus satisfying Section 1129(a)(10).

K. In satisfaction of Section 1129(a)(11), the Covanta Tampa
   Disclosure Statement and the evidence proffered, adduced or
   presented at the Confirmation Hearing:

   * are persuasive and credible;

   * have not been controverted by other evidence; and

   * establish that the confirmation of the Covanta Tampa Plan is
     not likely to be followed by liquidation or the need for
     further financial reorganization of the Covanta Tampa
     Debtors.

L. The fees due and payable by the Covanta Tampa Debtors
   to the United States Trustee or the Clerk of Court, as
   provided under Section 1930(a)(6) of the Judiciary and
   Judicial Procedures Code, have been paid or will be paid by
   the Covanta Tampa Debtors pursuant to the Covanta Tampa Plan.  
   Thus, the Section 1129(a)(12) requirements are satisfied.

M. The Covanta Tampa Debtors do not provide retiree benefits, as
   that term is defined in Section 1114 of the Bankruptcy Code,
   to any person.  Thus, the requirements of Section 1129(a)(13)
   do not apply in the Debtors' Chapter 11 Cases.

Accordingly, the Court confirmed the Covanta Tampa's Amended
Reorganization Plan on July 16, 2004.

Furthermore, the Court:

   (a) approves in their entirety and on a final basis, the terms
       of the TBW Settlement Agreement, as amended on July 14,
       2004, to be implemented pursuant to the terms of the
       Covanta Tampa Plan;

   (b) approves the resolution of Hydranautics' objection to the
       Plan in accordance with the provisions of the Stipulation
       between the Covanta Tampa Debtors and Hydranautics;

   (c) rules that except for evidencing a right to receive a
       distribution under the Covanta Tampa Plan or as otherwise
       provided thereunder, and except as provided in the Covanta
       Tampa Plan or the Confirmation Order, on the Effective
       Date all agreements and documents evidencing these rights
       or interests will be released and cancelled without the
       need for further action:

          -- claims or rights of any holder of a Claim or Equity
             Interest against the applicable Covanta Tampa
             Debtor;

          -- security interests, liens or encumbrances against
             property of the Covanta Tampa Debtors with respect
             to the Claims; and

          -- options or warrants to purchase Equity Interests,
             obligating the applicable Covanta Tampa Debtor to
             issue, transfer or sell Equity Interests or any of
             their capital stock;

   (d) approves in their entirety the executory contract and
       unexpired lease provisions of the Covanta Tampa Plan;

   (e) directs the Covanta Tampa Debtors to implement the
       distributions to Class 1, Class 2, Subclass 3A and
       Subclass 3B upon the Covanta Tampa Plan's Effective Date;

   (f) makes it clear that pursuant to the terms of the Covanta
       Tampa Plan, on or after the Effective Date, the holders of
       any Allowed Class 4 Claims will be entitled to the
       Judgment Reduction Protection described in the Covanta
       Tampa Plan, in full and complete satisfaction of their    
       Allowed Third Party Claims;

   (g) approves the treatment of the Covanta Administrative    
       Expense Claim as provided in the Covanta Tampa Plan.  In
       the Plan, the Covanta Administrative Expense Claim is
       reduced and allowed in the total amount of $3,400,000,
       which voluntary reduction represents new value provided by
       Debtor Covanta Energy Corporation to the Covanta Tampa
       Debtors;

   (h) approves the treatment of Intercompany Claims as provided
       in the Covanta Tampa Plan; and

   (i) authorizes the Covanta Tampa Debtors to maintain the
       indemnification agreements with respect to the Specified
       Personnel in accordance with the Covanta Tampa Plan, and
       enter into new indemnification and other agreements for
       active directors, officers and employees.

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


DII INDUSTRIES: Judge Fitzgerald Confirms Prepackaged Plan
----------------------------------------------------------
On July 16, 2004, Judge Fitzgerald confirmed the DII Industries,
LLC Debtors' Prepackaged Plan in its entirety.  The Court
overruled all objections to the confirmation of the Plan, other
than those withdrawn in writing prior to the Confirmation Hearing.

Judge Fitzgerald finds that the Plan complies with the
requirements for confirmation under Section 1129 of the
Bankruptcy Code:

(a) The Debtors' Plan complies with all applicable provisions of
    the Bankruptcy Code, as required by Section 1129(a)(1),
    including Sections 1122 and 1123.  Specifically, the Plan
    classifies each claim against and interest in the Debtors
    into a class containing only substantially similar claims.  A
    reasonable basis exists for the choices made in the Plan's
    classification scheme, and the classification of claims and
    interests is appropriate under applicable law.

(b) The Debtors have complied with all applicable provisions of
    Section 1129(a)(2), including Sections 1125 and 1126 and
    Rules 3017 and 3018 of the Federal Rules of Bankruptcy
    Procedures.  Specifically, the Debtors disclosed to the
    holders of impaired claims adequate information.  Moreover,
    the Debtors have acted in good faith within the meaning of
    Section 1125(e).

(c) Pursuant to Section 1129(a)(3), the totality of the
    circumstances surrounding the formulation and proposal of the
    Plan demonstrates that the Plan was proposed in good faith
    and not by any means forbidden by law.

(d) The payments for costs, services and expense in connection
    with the Debtors' Chapter 11 cases, or in connection with the
    Plan, have been or will be fully disclosed and subject to
    Court approval, pursuant to Section 1129(a)(4).

(e) Pursuant to Section 1129(a)(5), the Debtors have fully duly
    and properly disclosed the identity and affiliations of the
    proposed directors and officers of each of the Reorganized
    Debtors, the Trustees, the Legal Representative, the Asbestos
    TAC and Silica TAC members, and the identity and compensation
    of insiders who will be employed by the Reorganized Debtors
    or the Asbestos PI Trust or the Silica PI Trust.

(f) Pursuant to Section 1129(a)(6), the Debtors' current
    businesses do not involve the establishment of rates over
    which any regulatory commission has or will have jurisdiction
    after the Confirmation Date.

(g) Pursuant to Section 1129(a)(7), the liquidation analysis,
    which concludes that holders of impaired claims against the
    Debtors who did not accept the Plan would receive less in a
    Chapter 7 liquidation than the value that will be realized by
    the holders under the Plan, is reasonable.

(h) Pursuant to Section 1129(a)(8), each class of claims or
    interests either has accepted the Plan or is not impaired
    under the Plan.

(i) The Plan provides for the treatment of administrative claims,
    priority tax claims and claims entitled to priority pursuant
    to Sections 507(a)(3) to(8) in the manner required by Section
    1129(a)(9).

(j) The Plan has been accepted by all classes of impaired claims
    that are entitled to vote on the Plan, including Classes 4
    and 6, determined without including any acceptance of the
    Plan by any insider, thus satisfying the requirements of
    Section 1129(a)(10).

(k) Pursuant to Section 1129(a)(11), the Plan is feasible.

(l) Pursuant to Section 1129(a)(12), all fees payable under
    Section 1930 of the Judiciary Procedures Code have been paid
    or will be paid on the Effective Date.  The Debtors will
    possess cash necessary to pay any fees payable.

(m) Pursuant to Section 1129(a)(13), the Debtors' Plan provides     
    for the continued payment of all retiree benefits due and
    owing to qualifying persons.

No party-in-interest has asked the Court to deny confirmation of
the Plan on grounds that the principal purpose of the Plan is the
avoidance of taxes or the avoidance of the application of Section
5 of the Securities Act of 1933.  Accordingly, the Plan satisfies
the requirements of Section 1129(d) of the Bankruptcy Code.

                  Disclosure Statement Approved

Judge Fitzgerald also approved the Debtors' Disclosure Statement
because it contains adequate information within the meaning of
Section 1125 of the Bankruptcy Code.  The Court overruled all
objections to the Disclosure Statement, other than those
withdrawn in writing.

The Court also approved all Plan Documents, including the
Asbestos PI Trust Documents and the Silica PI Trust Documents
together with all amendments, modifications, and supplements, and
all annexes, exhibits, and schedules, and all the terms and
conditions.

All transactions effected by the Debtors during the period from
the Petition Date, through and including the Confirmation Date,
have been approved, ratified, and confirmed by the Court.  Judge
Fitzgerald also approved as reasonable all payments made or to be
made by the Debtors, or by any entity to the extent that the
Entity issues or delivers securities or acquires property under
or pursuant to the Plan, for services or for costs and expenses
in or in connection with the Debtors' Chapter 11 Cases.

       Vesting of Assets and Continued Corporate Existence

On the Effective Date of the Plan, the Reorganized Debtors will
be vested with all of the assets and property of their former
estates, free and clear of all claims, liens, charges, and other
interests of holders of claims or interests, and may operate
their businesses free of any restrictions imposed by the
Bankruptcy Code.

          Substantive Consolidation for Certain Purposes

Pursuant to the Plan, the Debtors' estates will be substantially
consolidated on the Effective Date for purposes of funding the
Asbestos PI Trust and Silica PI Trust.  The substantive
consolidation will not affect the Debtors' obligations to holders
of claims in Classes other than Class 4 and Class 6, which will
continue to be obligations solely of the specific entities that
were obligated on a Claim on the Petition Date.  The Reorganized
Debtors will continue to maintain their separate corporate
existence for all purposes other than funding the Asbestos PI
Trust and the Silica PI Trust.

     Institution & Maintenance of Legal and Other Proceedings

As of the Effective Date, the Asbestos PI Trust and the Silica PI
Trust will be empowered to initiate, prosecute, defend, settle,
and resolve all legal actions and other proceedings related to
any asset, liability, or responsibility of the Asbestos PI Trust
and the Silica PI Trust, as the cases may be.  The Asbestos PI
Trust and the Silica PI Trust will be responsible for the payment
of all damages, settlements, expenses, costs, fees, and other
charges incurred by or on behalf of the Trust subsequent to the
Effective Date arising from, or associated with, any legal action
or other proceedings.

                       No Transfer of Taxes

Pursuant to Section 1146(c) of the Bankruptcy Code, the issuance,
transfer, or exchange of any securities issued, transferred, or
exchanged under, or transfer of any other assets or property
pursuant to the Plan, or the making or delivery of an instrument
of transfer in connection with the Plan will not be taxed under
any law imposing a stamp tax, transfer tax, or other similar tax.

                      The Asbestos PI Trust

(a) Establishment and Purpose of Asbestos PI Trust

    On the Effective Date, the Asbestos PI Trust will be
    established in accordance with the Plan Documents.  The
    Asbestos PI Trust will be a "qualified settlement fund"
    within the meaning of regulations issued pursuant to Section
    468B of the IRC.  The purpose of the Asbestos PI Trust will
    be to, among others:

     (i) liquidate, resolve, pay, and satisfy all Asbestos PI
         Trust Claims in accordance with the Plan, the Asbestos
         Trust Distribution Procedures, procedures to be
         developed and implemented by the Asbestos Trustees for
         the processing or the liquidation of Indirect Asbestos
         PI Trust Claims, and the Confirmation Order; and

    (ii) preserve, hold, manage, and maximize the Asbestos PI
         Trust Assets for use in paying and satisfying Liquidated
         Asbestos PI Trust Claims in accordance with the terms of
         the Asbestos PI Trust Agreement.

(b) The Appointment of Trustees, Asbestos TAC Members, and Legal
    Representative

    The initial trustees of the Asbestos PI Trust will be:

    * Mark A. Gleason
    * Alan R. Kahn
    * the Honorable Robert M. Parker

    The initial members of the Asbestos TAC will be:

    * Steven Baron
    * John, Cooney
    * Theodore Goldberg
    * Steven Kazan
    * Michael Kelley
    * Glen Morgan
    * Perry Weitz

    Eric D. Green will continue to serve as the Futures
    Representative on and after the Effective Date pursuant to
    the Asbestos PI Trust Agreement.

                       The Silica PI Trust

(1) Establishment and Purpose of Silica PI Trust

    On the Effective Date, the Silica PI Trust will be
    established in accordance with the Plan.  The Silica PI Trust
    will be a "qualified settlement fund" within the meaning of
    regulations issued pursuant to Section 468B of the IRC.  The
    purpose of the Silica PI Trust will be to, among other
    things:

     (i) direct liquidation, resolution, payment, and
         satisfaction of all Silica PI Trust Claims in accordance
         with the Plan, the Silica TDP, procedures to be
         developed and implemented by the Silica Trustees for the
         processing or the liquidation of Indirect Silica PI
         Trust Claims, and the Confirmation Order; and

    (ii) preserve, hold, manage, and maximize the Silica PI Trust
         Assets for use in paying and satisfying Liquidated
         Silica PI Trust Claims in accordance with the terms of
         the Silica PI Trust Agreement.

(2) The Appointment of Trustee, Silica TAC Members, and Legal
    Representative

    The initial trustee of the Silica PI Trust will be Martin J.
    Murphy.  The initial members of the Silica TAC will be:

    * Steven Baron
    * Bryan Blevins
    * Joseph Rice

    Eric D. Green will continue to serve as the Futures
    Representative on and after the Effective Date pursuant to
    the Silica PI Trust Agreement.

                            Insurance

Except for the rights provided to the Asbestos PI Trust in the
Asbestos PI Trust Additional Funding Agreement, all rights to
recoveries under any insurance policy providing the Debtors,
Halliburton, and the Halliburton Current Affiliates with coverage
for asbestos-related liabilities, the right to control insurance-
coverage litigation, negotiations, and settlements will be vested
and remain, as applicable, with the Reorganized Debtors,
Halliburton, or the Halliburton Current Affiliates on and after
the Effective Date.

                      Discharge and Release

On the Effective Date, to the fullest extent permitted under
applicable law, the rights provided in the Plan will discharge
the Debtors and the Reorganized Debtors, and release each of the
Halliburton Entities and the Harbison-Walker Entities from all
Asbestos Unsecured PI Trust Claims and Silica Unsecured PI Trust
Claims, whether or not:

   * a Proof of Claim was filed or deemed filed under Section 501
     of the Bankruptcy Code;

   * the Claim is or was allowed under Section 502;

   * the Claim was listed on a Debtor's schedules; or

   * the holder of the Claim has voted on or accepted the Plan.

(A) Under the Plan, there will be a 100% payment of asbestos-
    related and silica-related claims.  Approximately $4.2
    billion in funding is being provided under the Plan.  Of that
    amount, more than $1.8 billion, measured on a net present
    value basis, is dedicated to payment of unsettled and future
    asbestos-related personal injury claims.  With respect to the
    Silica PI Trust, under the Plan, DII Industries and KBR will
    issue a note, guaranteed by Halliburton, that will provide
    payment of up to $450 million over a 30-year period, and up
    to $750 million over a 50-year period if the Silica PI Trust
    Note is extended, pursuant to its terms, to ensure that the
    Silica PI Trust has sufficient assets to meet projected
    future demands.  Based on this, it was determined that the
    funding provided to the Asbestos and Silica PI Trusts is
    sufficient to provide 100% payment to all claims liquidated
    under both trusts.

(B) For Qualifying Settled Asbestos PI Trust Claims, Qualifying
    Settled Silica PI Trust Claims, Asbestos Final Judgment
    Claims, and Silica Final Judgment Claims, amendments to the
    Plan provide that the Payment Percentage will be the Initial
    Payment Percentage calculated on the 105th day after the
    Confirmation Date by dividing $2.775 billion by the aggregate
    dollar value of Qualified Claims.  In total, there are $3.085
    billion in claims that potentially could be Qualified Claims
    based on agreements with the Asbestos Committee.

(C) As of May 7, 2004, there are 307,632 Qualified Claimants with
    claims totaling $2,557,653,842.  While the review of claims
    is not yet complete and will not be complete until the 105th
    day after the entry of the Confirmation Order, the Debtors
    and the Legal Representative expect that the Initial Payment
    Percentage for Qualified Claimants will be 100%.  The Court
    finds that the Initial Payment Percentage under the unique
    facts of the Debtors' case must be 100%.

(D) For Claims liquidated under the Asbestos TDP and claims
    liquidated under the Silica TDP, the Payment Percentage will
    be established by the trustees of the trusts with the consent
    of the Legal Representative and the Silica TAC in the case of
    Silica Unsecured PI Trust Claims.  Professor Green testified
    that the Payment Percentage for the claimants also likely
    will be 100%.

(E) The DII Industries, LLC.  Asbestos PI Trust Distribution
    Procedures makes certain provisions in the Payment
    Percentage; Periodic Estimates provision under the Plan.  The
    Plan acknowledges the uncertainty of the Halliburton
    Entities' and the Harbison-Walker Entities' asbestos personal
    injury liabilities and notes that there is uncertainty
    regarding the amounts that the holders of the Asbestos PI
    Trust Claims will receive.  The Silica PI TDP provides a
    procedure for the processing and payment of silica claims.  
    The Plan is structured so that the Asbestos and Silica PI
    Trusts are funded sufficiently to provide 100% payment to all
    claims liquidated under the Trusts.

(F) Under the Halliburton Intercompany Settlement Agreement,
    Halliburton has agreed, on behalf of itself and the other
    parties to be protected under the Permanent Channeling
    Injunction to:

    -- issue 59.5 million shares of Halliburton stock which DII
       Industries will contribute to the Asbestos PI Trust on the
       Effective Date;

    -- raise or obtain commitments for the approximately $2.4
       billion that will be needed to fund cash contributions to
       the asbestos and silica trusts;

    -- guarantee the obligations of DII Industries under the
       Asbestos PI Trust Note;

    -- guarantee the obligations of DII Industries and KBR under
       the Silica PI Trust Note;

    -- guarantee the obligations of the Debtors under the
       Asbestos PI Trust Funding Agreement and the Silica PI
       Trust Funding Agreement;

    -- perform various other undertakings in connection with the
       Plan;

    -- provide up to $350 million in DIP financing for the
       Debtors to meet financial obligations during and after the
       Reorganization Cases; and

    -- enter into a third-party master letter of credit facility
       covering draws on approximately $1.1 billion in letters of
       credit issued on behalf of various Debtors.

(G) Because Halliburton is solvent, Section 524 of the Bankruptcy
    Code requires that Halliburton pay 100% of the claims against
    it to receive the benefit of the Channeling Injunction.  The
    testimony and evidence of record establish that Halliburton's
    contributions will be sufficient to accomplish 100% payment
    of its obligations under the Plan.

                       Discharge Injunction

The satisfaction, release, and discharge set forth in the Plan
will operate as an injunction permanently prohibiting and
enjoining the commencement or continuation of any action, the
employment of process or any act to collect, recover from, or
offset:

   (a) any claim or demand against or interest in the Debtors,
       the Reorganized Debtors, the Asbestos PI Trust, or the
       Silica PI Trust by any entity, including all claims and
       demands discharged and released in the Plan; and

   (b) any cause of action against any Halliburton Entity or
       Harbison-Walker Entity that is derivative of, or based on,
       any claim or interest discharged and released under the
       Plan.

                 Permanent Channeling Injunction

To preserve and promote the settlement contemplated by and
provided for in the Plan, the injunctive effect of the discharge
both provided by Sections 1141 and 524 of the Bankruptcy Code and
pursuant to the exercise of the equitable jurisdiction and power
of the Court under Sections 524(g) or 105(a), the Permanent
Channeling Injunction under the Plan will be issued and approved
as of the Effective Date.  Pursuant to the Permanent Channeling
Injunction, all entities which have held or asserted, which hold
or assert, or which may in the future hold or assert any Asbestos
PI Trust Claim, any Silica PI Trust Claim, or Claim or Demand for
or respecting any Asbestos PI Trust Expense or Silica PI Trust
Expense against any of the Debtor-Affiliated Protected Parties
based on, arising out of, attributable to, or in any way casually
connected with, any Released Claim whenever and wherever arising
or asserted will be permanently and forever stayed, retained, and
enjoined from taking any action for the purpose of directly or
indirectly collecting, recovering, or receiving payments,
satisfaction, or recovery from any Debtor-Affiliated Protected
Party with respect to any Released Claim, including, but not
limited to:

   (i) commencing, or continuing any suit, action, or other
       proceeding of any kind in any forum with respect to any
       released claim against any of the Debtor-Affiliated
       Protected Party, with respect to any Released Claim;

  (ii) enforcing, levying, attaching, collecting, or otherwise
       recovering any judgment, award, decree, or other order
       against any of the Debtor-Affiliated Protected Parties, or
       against the property or interests in property of any
       Debtor-Affiliated Protected Parties, with respect to any
       Released Claim;

(iii) creating, perfecting, or enforcing any lien of any kind
       against any Debtor-Affiliated Protected Party, or the
       property or interests in property of any Debtor-Affiliated
       Protected Party, with respect to any Released Claim;

  (iv) asserting or accomplishing any set-off, right of
       subrogation, indemnity, contribution, reimbursement or
       recoupment of any kind against any obligation due any
       Debtor-Affiliated Protected Party, or against the property
       or interests in property of any Debtor-Affiliated
       Protected Party, with respect to any Released Claims; and

   (v) proceeding or taking any action that does not conform to,
       or comply with, the provisions of the Plan Documents, the
       Asbestos PI Trust Documents, or the Silica PI Trust
       Documents, relating to any released claim.

          Asbestos/Silica Insurance Company Injunction

To preserve and promote the property of the Debtors' estates, as
well as the settlements contemplated by and provided for in the
Plan, and to supplement, where necessary, the injunctive effect
of the discharge and releases, and pursuant to the exercise of
the equitable jurisdiction and power of the Court under Sections
524(g) or 105(a) of the Bankruptcy Code, the Asbestos/Silica
Insurance Company Injunction set forth in the Plan will be issued
and approved as of the Effective Date.  Pursuant to the
Asbestos/Silica Insurance Company Injunction, all Entities which
have held or asserted, which hold or assert, or which may in the
future hold or assert any claim, demand, or cause of action,
against a Settling Asbestos/Silica Insurance Company based on,
arising out of, attributable to, or in any way connected casually
with, any claim against or relating to Asbestos/Silica In-Place
Insurance Coverage, or an Asbestos/Silica Insurance Policy,
whenever and wherever arising or asserted will be permanently and
forever stayed, restrained, and enjoined from taking any action
for the purpose of directly or indirectly collecting, recovering,
or receiving payments, satisfaction, or recovery with respect to
any claim, demand, or cause of action.

            Release of Intercompany Settlement Claims

Pursuant to the Plan and the Halliburton Intercompany Settlement
Agreement, neither the Debtors, nor any representative of their
estates, nor the Reorganized Debtors will commence or prosecute
any Intercompany Settlement Claim against a Settlement Released
Party.  All Intercompany Settlement Claims will be deemed to have
been unconditionally and absolutely released by the Debtors and
the Reorganized Debtors, without the need for further action, on
the Effective Date.

      Treatment of Executory Contracts and Unexpired Leases

(a) Assumption and Rejection of Certain Unexpired Leases and
    Executory Contracts

    Pursuant to the Plan, any unexpired lease or executory
    contract that has not been expressly assumed or rejected by
    the Debtors prior to the Confirmation Date will, as of the
    Confirmation Date, be deemed to have been assumed by the
    Debtors under Sections 365(a) and 1123 of the Bankruptcy
    Code, provided however, that this provision will not apply
    to:

     (i) Asbestos/Silica PI Trust Claimant Settlement Agreements,
         to the extent executory; or

    (ii) agreements, to the extent executory, providing for
         indemnification of third parties for Asbestos PI Trust
         Claims and Silica PI Trust Claims.

    To the extent executory, all Asbestos/Silica PI Trust
    Claimant Settlement Agreements set forth on the Plan and
    agreements providing for indemnification of third parties for
    Asbestos PI Trust Claims and Silica PI Trust Claims will be
    deemed rejected by operation of law or entry of the
    Confirmation Order unless expressly identified and assumed
    pursuant to other Court Order.  Upon rejection, each claimant
    under an Asbestos/Silica PI Trust Agreement will be deemed to
    have a claim for damages equal to the amount payable to that
    claimant under the applicable agreement subject to the
    satisfaction of the preconditions to payment.

(b) Compensation and Benefits Program

    All of the Debtors' obligations under employment and
    severance policies, and all their compensation and benefit
    plans, policies, and programs applicable to their present and
    former employees, officers, and directors will be deemed to
    be, and will be treated as though they are, executory
    contracts that are deemed assumed under the Plan, and the
    Debtors' obligations under these plans, policies, and
    programs will be deemed assumed pursuant to Sections 365(a)
    and 1123 of the Bankruptcy Code, survive Plan Confirmation.
    Any defaults existing as of the Effective Date under these
    plans, policies, and programs will be cured promptly after
    the Debtors become aware of them.

(c) Letters of Credit, Surety Bonds, Corporate Guaranties,
    Indemnity Agreements, and Postpetition Contracts

    All of the Debtors' obligations under letters of credit,
    surety bonds, corporate guaranties, and indemnity agreements
    existing immediately prior to the Effective Date, and
    postpetition contracts entered by the Debtors after the
    Petition Date, will be deemed to be, and will be treated as
    though they are executory contracts that are assumed under
    the Plan.  The Debtors' obligations under these letters of
    credit and surety bonds, corporate guaranties, indemnity
    agreements, and postpetition contracts will be deemed
    assumed pursuant to Sections 365(a) and 1123 of the
    Bankruptcy Code and will survive the occurrence of the
    Effective Date, remain unaffected, and not be discharged in
    accordance with Section 1141.  The Reorganized Debtors will
    have the right to cure any defaults existing as of the
    Effective Date under any letters of credit and surety bonds,
    corporate guaranties, indemnity agreements, or postpetition
    contracts in the ordinary course of their business promptly
    after any default becomes known to the Debtors or the
    Reorganized Debtors and, if disputed, established pursuant to
    applicable law.  All letters of credit, surety bonds,
    guaranties, indemnity agreements, and postpetition contracts
    of the Debtors will be deemed reinstated on the Effective
    Date notwithstanding any default by the Debtors, any delay in
    the cure by the Debtors, or the filing or existence of the
    Chapter 11 cases, or any connected action, and will be
    binding on, and enforceable against all parties, subject to
    any rights and existing defenses, provided that the
    reinstatement will not apply to guaranties and indemnity
    agreements related to Claims to be addressed by the Asbestos
    PI Trust or the Silica PI Trust.

                         Claims Bar Dates

(1) Administrative Claims

    The Bar Date for filing and serving requests for allowance of
    Administrative Claims, will be 45 days after the Effective
    Date.  Other than Professional Persons required to do so
    pursuant to the terms of their retention, claimants holding
    Administrative Claims that have arisen in the ordinary course
    of their business will not be required to submit a Request
    for the Payment of Administrative Expense, unless ordered by
    the Court.  The notice of Confirmation to be delivered
    pursuant to Bankruptcy Rules 2002 and 3020(c) will set forth
    the date and constitute notice of the Administrative Claims
    Bar Date.  The Reorganized Debtors and any other party-in-
    interest will have 30 days after the Administrative Claims
    Bar Date to review and object to the Claims before hearing
    for determination of the Administrative Claims is held by the
    Court, provided that the 30-day review period may be extended
    by the Court on the Reorganized Debtors' request.

(2) Resolution of Disputed Claims

    On the Effective Date, the parties who accepted the Plan
    agree that the Reorganized Debtors will have the sole and
    exclusive authority to file objections to claims, other than
    Asbestos Unsecured PI Trust Claims and Silica Unsecured PI
    Trust Claims, in accordance with the Plan.  Non-accepting
    creditors may file objections to claims.

        Judge Fitzgerald Transmits Plan to District Court

Judge Fitzgerald has transmitted her Findings of Fact and
Conclusions of Law and Order Confirming Plan in the Debtors'
Chapter 11 cases, together with the Disclosure Statement, the
Plan, and all Plan Documents, to the Honorable Donetta Ambrose,
Chief Judge of the United States District Court for the Western
District of Pennsylvania.  Judge Fitzgerald advises Judge Ambrose
that the Bankruptcy Court has determined the matter in its
entirety to be a core bankruptcy matter pursuant to Section 157
of the Judiciary Procedures Code.

Pursuant to Section 524(g)(3)(A) of the Bankruptcy Code, the
Order issued by the Bankruptcy Court confirming the Debtors' Plan
must be affirmed by the District Court.  Thus, Judge Fitzgerald
asks Judge Ambrose to facilitate the assignment of a District
Court judge for the purpose of reviewing the Debtors' Plan.

                     Halliburton's Concerns

In a regulatory filing dated July 19, 2004, Halliburton Company
disclosed to the Securities and Exchange Commission that it is
currently reviewing and may seek clarification of portions of the
Confirmation Order.   "We expect that, by the end of the summer
2004, the district court will affirm the order issued by the
bankruptcy court," Margaret E. Carriere, Halliburton Vice
President and Secretary, relates.

If the current Plan is not affirmed by the District Court and the
Chapter 11 proceedings are not dismissed, the Debtors could
propose a new reorganization plan.  Chapter 11 permits a company
to remain in control of its business, protected by a stay of all
creditor action, while that company attempts to negotiate and
confirm a reorganization plan with its creditors.  However, it is
uncertain for how long a period of time the Bankruptcy Court
would permit the Debtors to retain their exclusive right to
file an amended reorganization plan.  If the Debtors are
unsuccessful in obtaining district court confirmation of the
currently Plan, their assets could be liquidated in the Chapter
11 proceedings, a third party may obtain the right to file
another plan of reorganization, the Chapter 11 proceedings could
be converted to proceedings under Chapter 7 of the United States
Bankruptcy Code or the cases could be dismissed.  In the event of
a liquidation, or a plan proposed by a third party, Halliburton
could lose its controlling interest in DII Industries and KBR.  
Moreover, Ms. Carriere continues, if the plan of reorganization
is not confirmed and the Debtors have insufficient assets to pay
the creditors, Halliburton's assets could be drawn into the
liquidation proceedings because Halliburton guarantees certain of
the Debtors' obligations.

                         Possible Appeals

The Bankruptcy Court denied standing to insurance carriers'
objections to the confirmation of the Plan except on limited
issues.  According to Ms. Carriere, the insurers have the right
to appeal the Confirmation Order.  "These appeals could be
withdrawn if proposed insurance settlements become effective."

"[T]o the extent announced or proposed settlements with these
insurance carriers are not finalized or approved by the
bankruptcy court, we believe that these insurance carriers may
take additional steps to prevent or delay effectiveness of a plan
of reorganization, including appealing the rulings of the
bankruptcy court.  In that event, there can be no assurance that
the insurance carriers would not be successful or that such
efforts would not result in delays in the reorganization process.  
There can be no assurance that we will obtain the required
judicial approval of the proposed plan of reorganization or any
amended plan of reorganization that we may propose if a final
order affirming the proposed plan of reorganization is not
issued," Ms. Carriere says.

A full-text copy of Halliburton's SEC filing is available at no
charge at:

   http://sec.gov/Archives/edgar/data/45012/000095012904004967/0000950129-04-004967.txt

                    Debtors Seek Clarification

The Debtors intend to ask the Court for clarification with
respect to certain ambiguities contained in the Confirmation
Order, and have been advised by the Court's staff that the Court
is amenable to receiving the request under seal.

Accordingly, the Debtors seek the Court's authority to file their
request to amend the Confirmation Order under seal.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DLJ MORTGAGE: S&P Raises Series 1996-CF2 Class B4 Rating to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of DLJ Mortgage Acceptance Corp.'s commercial mortgage
pass-through certificates series 1996-CF2. At the same time, the
ratings on two other classes from the same transaction are
affirmed.
     
The raised and affirmed ratings reflect increased credit support
since issuance due to increased loan payoffs since the last review
in March 2003.

As of the July 2004 distribution date, the pool consisted of 46
loans with an aggregate unpaid principal balance of $159.05
million, down from 121 loans totaling $508.58 million at issuance.
The master servicer, Midland Loan Services Inc. (Midland),
provided partial- and full-year 2003 net cash flow (NCF) debt
service coverage (DSC) for 98.81% of the pool. Based on this
information, Standard & Poor's calculated the most recent
weighted average DSC to be 1.20x, down from 1.38x at issuance for
the same loans. To date, there have been realized losses on four
mortgage loans totaling $7.99 million (1.57% of the initial pool
balance).

The top 10 loans comprise 49% of the current pool balance.
Standard & Poor's calculated the most recent weighted average DSC
of 1.18x for the top 10 loans. Three of the top 10 loans are on
the watchlist and one has been placed with the special servicer,
CRIIMI MAE Services L.P. (CRIIMI). The remaining top 10 loans were
noted to be in good or better overall condition based on sight-
inspection reports received from Midland.

Five loans, totaling 5.97% of the pool, are currently in special
servicing. This includes two Texas multifamily assets that are 90-
plus days delinquent and three other related borrower multifamily
assets that are current, which are located in Florida and Ohio.
One of the 90-plus days delinquent loans, Lakeside Village
Apartments, located in Houston, Texas, is the eighth-largest loan
in the pool, with a current loan balance of $5.18 million (3.26%
of the pool). The loan was transferred to special servicing in
November 2003 for imminent default, at which time the borrower had
requested a four-month forbearance. The property has experienced
cash flow problems and a performance decline due to a
deteriorating market. However, a sales contract has been signed
with a purchase price that exceeds the total loan exposure; full
payoff is expected at closing, which is scheduled for July 30.
Vista Villas Retirement Community is a 90-days delinquent loan and
secured by an independent living facility in New Braunfels, Texas
(near San Antonio) that currently has a loan balance of $1.18
million (0.74%). The 58-unit property was built in 1985 and has
reported occupancy of 78% as of September 2003. The DSC ratio as
of December 2003 was 0.80x NCF, down from 1.30x at issuance. The
loan was transferred to the special servicer in April 2003 due to
a loan modification request, which was ultimately denied by
CRIIMI. The borrower is currently making payments equivalent to
interest-only payments. A forbearance agreement permitting
interest only for two years is expected to be completed by July
31.
     
The servicer's watchlist includes 15 loans with an aggregate
balance equal to 39% of the pool. Three of the top 10 loans are on
the watchlist. Arcadia Gateway Retail Center, the largest loan in
the pool, is a multiuse, office/retail property in Arcadia,
Calif., 21 miles north of Los Angeles. The loan has been
watchlisted for a decrease in occupancy due to Caremark vacating
48,458 sq. ft. last April. Of that original space, 24,228 sq. ft.
has been leased up, which is reflected in the most recent
occupancy figure available, 78% as of May 2004. At issuance
occupancy was 99%. The DSC ratio as of December 2003 was 1.12x
NCF, down from 1.18x at issuance.
     
The two other top 10 loans that have been watchlisted are both
multifamily properties in Texas. The first is Harvest Hill Village
Apartments, a $6.9 million (4.37% of the pool) Dallas property.
The loan is reporting a DSC ratio of 0.03x NCF as of December
2003, down from 1.15x at issuance. Occupancy was 39% at of
December 2003. The property is located in a deteriorating
neighborhood, which is experiencing increased crime and gang-
related activity. The final top 10 loan on the watchlist,
Malibu Apartments, has a loan balance of $5.66 million (3.56% of
the pool) and is located in Austin, Texas. The July payment for
the loan was reported as past due, but less than 30 days.
According to Midland, the borrower has paid the loan in full,
which will be reflected in the August 2004 remittance report.

The pool's current property concentrations in excess of 10%
include multifamily (43%), retail (20%), and office (18%). The
properties are located in 20 states, with significant
concentrations in Texas (24%) and California (23%).
     
Standard & Poor's stress scenarios included the specially serviced
and watchlisted loans, as well as other loans in the pool that
appeared to be underperforming. The resulting credit enhancement
levels adequately support the raised and affirmed ratings.
   
                        RATINGS RAISED
   
               DLJ Mortgage Acceptance Corp.
      Commercial mortgage pass-through certs series 1996-CF2
   
                           Rating
               Class   To           From    Credit Support (%)
               A-3     AAA          AA+                 60.60
               B1      AAA          A                   44.57
               B2      AAA          BBB+                36.58
               B3      A            BB                  17.35
               B4      BB           B                    6.15
   
                        RATINGS AFFIRMED
   
               DLJ Mortgage Acceptance Corp.
      Commercial mortgage pass-through certs series 1996-CF2
   
               Class   Rating    Credit Support (%)
               A-1B    AAA                   99.08
               A2      AAA                   79.84


E*TRADE ABS: S&P Lowers Ratings and Removes Negative Credit Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B, C-1, and C-2 notes, composite securities, and preference
shares issued by E*Trade ABS CDO I Ltd., a cashflow arbitrage CDO
of ABS/RMBS, and removed them from CreditWatch with negative
implications, where they were placed March 25, 2004. At the same
time, the rating on the class A-1 notes was affirmed, based on the
credit enhancement available to support the notes. The rating
on the class A-2 notes was also affirmed and removed from
CreditWatch with negative implications, where it was placed March
25, 2004, based on the credit enhancement available to support the
A-2 notes.
     
The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
transaction closed in September 2002, primarily a negative
migration in the credit quality of the assets within the
collateral pool.

Standard & Poor's noted that $21.577 million (or approximately
10.33%) of the underlying assets are rated 'CCC+' and below, and
come from bonds issued in ABS manufactured housing transactions.
Standard & Poor's also noted that, according to the effective date
portfolio, the weighted average rating of the underlying
collateral for E*Trade ABS CDO I was 'A' and that no assets were
rated below investment grade ('BB+' and below). Currently, 13.06%
of the underlying collateral is rated below investment grade, with
a weighted average rating of 'BBB'.

Standard & Poor's reviewed the results of the current cash flow
runs generated for E*Trade ABS CDO I to determine the level of
future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios, while still
paying all of the interest and principal due on the notes. When
the results of these cash flow runs were compared with the
projected default performance of the performing assets in the
collateral pool it was determined that the ratings assigned to the
class B, C, composite securities, and preference shares were no
longer consistent with the credit enhancement available.
   
                        Ratings Lowered
            And Removed From Creditwatch Negative
   
            E*Trade ABS CDO I Ltd.
    
                                       Rating
            Class                  To          From
            B                      AA-         AA+/Watch Neg
            C-1                    BB+         BBB/Watch Neg
            C-2                    BB+         BBB/Watch Neg
            Composite securities   BB          BBB-/Watch Neg
            Preference shares      B+r         BB+r/Watch Neg
   
                        Rating Affirmed
   
            E*Trade ABS CDO I Ltd.
   
                        Rating
            Class A-1   AAA
   
                        Rating Affirmed
            And Removed From Creditwatch Negative
   
            E*Trade ABS CDO I Ltd.
   
                            Rating
                        To          From
            Class A-2   AAA         AAA/Watch Neg
   

ENRON NORTH AMERICA: Enters Into Texaco Release Agreement
---------------------------------------------------------
Enron North America Corporation, Louisiana Resources Company,
LRCI, Inc., Louisiana Gas Marketing Company, and LGMI, Inc., seek
the Court's authority to enter into and perform under a Release
Agreement with Texaco Exploration and Production, Inc.

Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene & MacRae, LLP,
in New York, relates that LRC, LRCI, Louisiana Gas and LGMI are
each a limited partner in Bridgeline Holdings, LP, wherein they
collectively own limited partnership interests totaling 39.6% in
the Partnership.  LRC, LRCI, Louisiana Gas, LGMI and Texaco are
parties to the Amended and Restated Partnership Agreement
effective as of April 19, 2004.

ENA holds a 40% membership interest in Bridgeline, LLC, which in
turn holds a 1% general partnership interest in the Partnership,
pursuant to the Second Amended and Restated Limited Liability
Company Agreement of the General Partner effective on April 19,
2004, by and among, Texaco, ENA and certain managers.

Mr. Ryder notes that ENA and the Bridgeline Debtors, among other
Enron Entities, are parties to a Settlement Agreement, dated as
of February 24, 2004.  The Settlement Agreement resolved:

    (i) amounts due pursuant to prepetition physical and
        financial commodity trading transactions; and

   (ii) several litigation matters and an arbitration among the
        parties.

The Settlement Agreement discloses that the Bridgeline Debtors,
along with the other Enron Entities, are contemplating the sale
of their interests in the Partnership and the General Partner.
Under the terms of the Settlement Agreement, in conjunction with
any sale, the Bridgeline Debtors agreed, among other things, to:

    (i) adopt bidding procedures that are consistent with the
        terms of the Settlement Agreement;

   (ii) consult with the Texaco Parties with respect to the
        identity of the bidders; and

  (iii) consider and seek the Texaco Parties' consent to the
        sale of the Enron Parties' interests in the General
        Partner and the Partnership to any buyer other than the
        Agreed No Consent Bidders, which consent will not be
        unreasonably withheld.

Mr. Ryder reports that the Bridgeline Debtors are actively
marketing the LP Interests and the LLC Interest and have
identified a number of potential bidders.  It is anticipated that
one of the potential bidders will serve as a stalking horse
bidder and that the Bridgeline Debtors will negotiate and seek
Court approval of a definitive purchase agreement with the bidder
in the near future.

In conjunction with the contemplated sale of the LP Interests and
the LLC Interest, the Bridgeline Debtors want Texaco to provide
certain non-public information in its possession and control with
respect to the Partnership and the General Partner to potential
bidders to enable the bidders to conduct due diligence.  To
induce Texaco to provide the Information, the Bridgeline Debtors
propose to enter into the Release Agreement, dated June 23, 2004.

The operative terms of the Release Agreement are:

A. Release And Covenant Not To Sue

    The Bridgeline Debtors release and waive any and all claims
    against and agree not to sue Texaco for any claims, demands,
    causes of action, losses, or liabilities incurred as a result
    of any of the Information it provided or other acts taken by
    Texaco in furtherance of the proposed sale of the LP
    Interests and LLC Interest by the Bridgeline Debtors,
    provided that the Information provided by, or the conduct of,
    Texaco did not constitute actual fraud, gross negligence, bad
    faith or willful misconduct.

B. Expenses Of Texaco

    The Bridgeline Debtors agree to reimburse Texaco on a monthly
    basis for reasonable out-of-pocket costs and expenses
    incurred by any Texaco Party in connection with preparing or
    providing the Information upon receipt of a written request
    summarizing the costs and expenses.

C. Confidentiality

    The Bridgeline Debtors agree to maintain in confidence, and
    to cause their employees, representatives, and agents to
    maintain in confidence, the Information obtained from Texaco
    and to use the Information only as expressly contemplated by
    the Release Agreement and the Confidentiality and Release
    Agreements with potential bidders.

D. Covenant Not To Release Information

    The Bridgeline Debtors agree that they will not make any
    Information available to a potential bidder until they have
    received from that potential bidder an executed copy of the
    Confidentiality and Release Agreement and have delivered the
    Confidentiality and Release Agreement to Texaco or have
    received written confirmation from Texaco that it has
    received an executed copy of the Confidentiality and Release
    Agreement from the potential bidder.  In the event a
    potential bidder makes any changes to the form of
    Confidentiality and Release Agreement, the changes must be
    approved by Texaco prior to any Information being made
    available.

Mr. Ryder points out that the Release Agreement is essential to
the sale of the LP Interests and the LLC Interest, and will
maximize the proceeds they will be able to realize from the sale.

                           *     *     *

Judge Gonzalez grants the Debtors' request in its entirety. (Enron
Bankruptcy News, Issue No. 118; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ENRON CORP: Sues 24 Creditors to Recover $8M Preferential Payments
------------------------------------------------------------------
On or within 90 days before the bankruptcy petition date, the
Enron Corporation Debtors made, or caused to be made, transfers to
24 creditors:

     Creditor                                          Amount
     --------                                          ------
     Tesla Power & Automation, Inc.                  $991,486
     Tellepsen Corporation                          3,221,613
     TD International, LLC                            193,249
     T Bailey, Inc.                                   156,727
     Synetix                                           70,036
     Synergy Investment                                51,225
     Symons Corporation                               121,586
     Syacamore Networks                               208,855
     Sulzer Pumps (USA), Inc.                         117,796
     Reily Electrical Supply                          400,697
     Reginald Townsend                                 20,000
     Rebis                                             32,377
     Rasmussen Wire Rope & Rigging                     22,865
     Railworks WT Byler                               546,724
     Public Service Electric & Gas                    739,956
     Psychrometric Systems, Inc.                      650,781
     Prospect Steel Company                            38,000
     Pro Mechanical Corporation                       150,161
     Prime Lube, Inc.                                  50,847
     Presentations Northwest                           36,035
     Precision Powered Products, Inc.                  51,960
     Precision Roll Grinders, Inc.                     29,658
     Power Equipment Company of Memphis                36,241
     MP Husky Corporation                              73,735
                                                -------------
         TOTAL                                     $8,012,610

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

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

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

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

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

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

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

         -- the Transfers had not been made; and

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

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

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

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

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

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

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

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

Accordingly, the Debtors ask the Court to:

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

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

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

   (iv) award them attorney's fees, costs and other expenses
        incurred. (Enron Bankruptcy News, Issue No. 118;
        Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COMPANIES: Agrees to Settle Bay 4's $380K Equipment Claim
-----------------------------------------------------------------
Bay 4 Capital of Harbor, Florida, as assignee from Comdisco,
Inc., as lessor, and Fleming Companies, Inc., as lessee, were
parties to a master equipment lease, which was rejected by the
Debtors as of December 31, 2003.  The Debtors admit that,
although they continued to use the leased equipment up to the
rejection date, they made no payments to Bay 4 under the lease,
or for the related equipment taxes, between September 1, 2003 and
December 31, 2003, and that as a result, they owed Bay 4
$379,956.04.

To settle Bay 4's claims under the lease, the parties agree that:

       (1) the Debtors will pay Bay 4 the full amount owed; and

       (2) Bay 4's unsecured claim is fixed and allowed for
           $885,703.76, representing the outstanding balance
           under the rejected lease.

Bay 4 is represented in the stipulation by Leslie A. Berkoff,
Esq., at Moritt Hock Hamroff & Horowitz, LLP, in Garden City, New
Jersey.  The Fleming Debtors are represented by Samuel L.
Blatnick, Esq., at Kirkland & Ellis, LLP, in Chicago, Illinois.

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


FLINTKOTE COMPANY: Wants Until Sept. 28 to Make Lease Decisions
---------------------------------------------------------------
The Flintkote Company tells the U.S. Bankruptcy Court for the
District of Delaware that it needs more time to decide whether to
assume, assume and assign, or reject its unexpired nonresidential
real property leases.  The Debtor asks for an extension, through
September 28, 2004, of the deadline imposed under 11 U.S.C. Sec.
365(d)(4) to make these important decisions.  

The Debtor assures the Court that it is current on all of its
prepetition and postpetition obligations under the unexpired
leases.  

The Debtor has been using some of the premises as its
headquarters.  The employees conduct and mange the Debtor's
operations which include providing records and analytical support
to insurance and legal professionals engaged in company
activities.

Most importantly, the Debtor and its creditor constituencies have
not had sufficient time to formulate a plan of reorganization.
Formulation of a plan will require the participation of multiple
parties. Recently, the Debtor has only selected a counsel, which
awaits for the Court's approval. There has been no legal
representative for future asbestos claimants appointed in this
case.

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


FOG CUTTER: Plans to Appeal Nasdaq's Move to Delist Shares
----------------------------------------------------------
Nasdaq notified Fog Cutter Capital Group Inc. (Nasdaq:FCCG) of a
staff determination to de-list Fog Cutter from the Nasdaq Stock
Market, effective July 29, 2004. Fog Cutter will challenge the
staff's determination and will request an oral hearing by a
Listing Qualifications Panel to review the staff's error. Fog
Cutter will continue to be listed on the Nasdaq Stock Market while
the Listing Qualifications Panel's decision is pending.

"The staff's notice fails to address the actual facts and
circumstances underlying Mr. Wiederhorn's plea to two violations
committed in reliance on counsel's advice, involving no corporate
financial wrongdoing, and whose underlying acts did not involve
Fog Cutter," stated Lanny Davis, Fog Cutter's outside counsel.
"For one violation, the government conceded Mr. Wiederhorn did not
intend to commit it. The other was for listing a loss on a
personal tax return that did not reduce his tax liability, was
real, and did not cost the government or taxpayers any money,"
added Mr. Davis.

"That is why, in my opinion, the Listing Qualifications Panel will
reject the staff's determination. I believe the Panel will focus
on the facts, reach a just result, and maintain Fog Cutter's
Nasdaq listing."

The staff's decision arises from the Leave of Absence Agreement
that Fog Cutter entered into with Chief Executive Officer Andrew
Wiederhorn and filed with the S.E.C. on June 4, 2004. Nasdaq's
notice stated that the staff based its determination on Nasdaq
rules 4300 and 4330(a)(3).

Fog Cutter recently released a White Paper explaining the facts
surrounding the Leave of Absence Agreement.

There can be no assurance that the Listing Qualifications Panel
will grant Fog Cutter's request for continued listing.

The business strategy of Fog Cutter Capital Group consists of
developing, strengthening and expanding its restaurant and
commercial real estate mortgage brokerage operations and
continuing to identify and acquire real estate investments with
favorable risk-adjusted returns. The Company also seeks to
identify and acquire controlling interests in other operating
businesses in which it can add value. The Company's operating
segments consist of (i) restaurant operations conducted through
Fatburger Holdings, Inc., (ii) commercial real estate mortgage
brokerage activities conducted through George Elkins Mortgage
Banking Company and (iii) real estate, merchant banking and
financing activities.

                            *   *   *

In its Form 10-K/A for the year ended December 31, 2003, filed
with the Securities and Exchange Commission, Fog Cutter Capital
Group reports:

                  Liquidity and Capital Resources

"Liquidity is a measurement of our ability to meet potential cash
requirements, including ongoing commitments to repay borrowings,
fund business operations and acquisitions, engage in loan
acquisition and lending activities, meet collateral calls and for
other general business purposes. The primary sources of funds for
liquidity during the year ended December 31, 2003 consisted of net
cash provided by investing activities, including cash repayments
related to our mortgage-backed securities portfolio, cash
distributions from BEP and the sale of mortgage-backed securities.

"If our existing liquidity position were to prove insufficient,
and we were unable to fund additional collateral requirements or
to repay, renew or replace maturing indebtedness on terms
reasonably satisfactory to us, we may be required to sell
(potentially on short notice) a portion of our assets, and could
incur losses as a result. Furthermore, since from time to time
there is extremely limited liquidity in the market for
subordinated and residual interests in mortgage-related
securities, there can be no assurance that we will be able to
dispose of such securities promptly for fair value in such
situations.

"We consider the sale of assets to be a normal, recurring part of
our operations and we are currently generating positive cash flow
as a result of these transactions. However, excluding the sale of
assets from time to time, we are currently operating with negative
cash flow, since many of our assets do not generate current cash
flows sufficient to cover current operating expenses. We believe
that our existing sources of funds will be adequate for purposes
of meeting our liquidity needs; however, there can be no assurance
that this will be the case. Material increases in interest expense
from variable-rate funding sources, collateral calls, or material
decreases in monthly cash receipts, generally would negatively
impact our liquidity. On the other hand, material decreases in
interest expense from variable-rate funding sources or an increase
in market value of our mark-to-market financial assets generally
would positively affect our liquidity."


FURNAS COUNTY: Gets Nod to Continue Employing Steven Zumbach
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska gave its
stamp of approval to Furnas County Farms and its debtor-
affiliates' request to employ Belin Lamson McCormick Zumbach
Flynn, PC as their special counsel.

At the time of the company's bankruptcy filing, the Debtors were
engaged in negotiations for the purchase of their assets.

Steven Zumbach, Esq., a shareholder at Belin Lamson was
specifically engaged on behalf of the Debtors in the negotiations
and preparation of documents for the potential sale of the assets.

The Debtors believe that the continued employment of Mr. Zumbach
in connection with the asset sale negotiations is in the best
interest for the estates.

Mr. Zumbach will bill the Debtors at his present hourly rate of
$350.  Other attorneys' rates range from $150 to $350 per hour and
paralegals bill at $105 per hour.

Headquartered in Columbus, Nebraska, Furnas County Farms is
engaged in owning, leasing, operating and managing swine
operations.  The Company, along with 4 of its debtor-affiliates
filed for chapter 11 protection on May 3, 2004 (Bankr. D. Neb.
Case No. 04-81489).  James Overcash, Esq., and Joseph H. Badami,
Esq., at Woods & Aitken, LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed both estimated debts and assets of
over $50 million.


GENTEK INC: Robert Novo Discloses Equity Ownership
--------------------------------------------------
Robert D. Novo, GenTek, Inc.'s Vice President, Human Resources,
directly and beneficially owns 7,617 shares of GenTek common
stock, par value $0 per share, which he acquired as of June 30,
2004.  In a regulatory filing with the Securities and Exchange
Commission, Mr. Novo disclosed that the GenTek shares are
restricted and subject to forfeiture under certain circumstances.

Mr. Novo also reported his acquisition of Stock Options -- Right
to Buy -- for 3,495 shares at a $36 exercise price.  The Stock
Options expire on March 19, 2014.  According to Mr. Novo, one-
third of the Stock Options will vest on March 19, 2005 and an
additional one-third will vest on March 19, 2006.  The remaining
one-third will vest on March 19, 2007.  (GenTek Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GLOBAL CROSSING: WilTel Asserts $480,469 Cure Amount is Owed
------------------------------------------------------------
WilTel Communications, LLC, asks Judge Gerber to determine the
correct amount of its cure claim in connection with the assumption
of an executory contract between WilTel and the Global Crossing
Ltd. (GX) Debtors.  WilTel also asks the Court to direct the GX
Debtors to pay the correct cure amount under the Plan.

James S. Carr, Esq., at Kelley Drye & Warren, LLP, in New York,
tells the Court that the correct cure amount of WilTel's claim
arising from the GX Debtors' assumption of an IRU Agreement dated
December 21, 1998, wherein WilTel provides certain dark fiber to
the GX Debtors, is $480,469.57.  WilTel did not receive notice of
the GX Debtors' assumption of the Dark Fiber IRU and now wants to
vacate any Court order fixing WilTel's cure claim at any amount
less than $480,469.57 on the grounds of mistake, inadvertence,
surprise, fraud or misconduct of the adverse party.

             The Dark Fiber IRU and Other Agreements

On the Petition Date, WilTel and the GX Debtors were parties to
several different contracts, other than the Dark Fiber IRU:

            Type of Contract
WilTel No.  Revenue/Expense    Effective   Expiration   Status
__________  ________________   _________   __________   ______

99B182900   Capacity Purchase  11/30/99     11/29/04    Assumed
            Expense to WilTel

MME112900   Collocation        06/19/00     11/29/04    Unknown
            Expense to WilTel

99E0193.00  Collocation        12/19/94        --       Unknown
            Expense to WilTel

98E0496.00  IRU                04/07/98        --       Unknown
            Expense to WilTel

MMM2096.00  Bi- lateral        08/25/00        --       Unknown
            interconnect

98R137200   Dark Fiber IRU     12/21/98     12/20/18    Assumed
            Revenue to WilTel

99R0396.00  Carrier Services   03/03/99     03/02/04    Rejected?
            Revenue to WilTel                           Expired?

MMR157500   Int'l Backhaul     09/08/00        --       Rejected?
            Revenue to WilTel                           Expired?

01R250500   Master Services    11/28/00        --       Rejected?
            Revenue to WilTel/WGVS                    (Superseded
                                                           by MSA
                                                          4/4/03)

During the GX Debtors' bankruptcy case, WilTel sought to track
what happened to its various contracts with them -- i.e., whether
they were being assumed or rejected -- but not always with
success.

                          WilTel's Claims

WilTel timely and properly filed proofs of claim for the amounts
the GX Debtors owed under the Dark Fiber IRU:

   (a) WilTel filed a Proof of Claim on September 30, 2002, for
       $217,920.64 on account of collocation charges.  The Proof
       of Claim appears to be denominated -- based on the
       information affixed on the copy returned to WilTel and
       based on a review of the proof of claim records -- as
       Claim Nos. 5637, 5639 and 5640.

   (b) WilTel filed a Proof of Claim on September 30, 2002,
       for $262,549 for maintenance charges.  The Proof of Claim
       appears to be denominated as Claim No. 5643.

WilTel filed a total of five proofs of claim -- which for reasons
unknown to WilTel were assigned a total of 10 claim numbers --
for the amounts due to it under the Dark Fiber IRU and under its
other contracts with the GX Debtors.

No objections have been filed by the GX Debtors to WilTel's
proofs of claim concerning the Dark Fiber IRU.

              GX's Assumption of the Dark Fiber IRU

According to Mr. Carr, WilTel was unaware of whether the GX
Debtors had assumed or rejected the Dark Fiber IRU when WilTel
was contacted by e-mail on October 21, 2003, by John Guella,
Carrier Relations Director for the GX Debtors.  Mr. Guella
indicated that his records reflected that there was a signed
settlement agreement with WilTel and he wished to confirm the
correct remittance address.  During ensuing discussions, Mr.
Guella advised WilTel that the Debtors had assumed the Dark Fiber
IRU and that he had a check for WilTel for the first of 24
installment payments for the cure amount due, which amount Mr.
Guella said was $169,866.  WilTel advised Mr. Guella that
although there had been lengthy negotiations over the Dark Fiber
IRU and various other agreements between the parties, there was
no signed settlement agreement and the correct cure amount was
$480,469.57.

Mr. Carr clarifies that there is no agreement between the parties
wherein WilTel has consented to a lesser cure amount than the
$480,469.57 due.

After investigating the matter, WilTel has determined that the
Dark Fiber IRU was listed on Schedule 1.1 of the Plan as one of
the "interconnection agreements" to which the Debtors are a
party.  Mr. Carr argues that a dark fiber IRU is not an
"interconnection agreement."  Schedule 1.1 listed the Dark Fiber
IRU with a $169,866 cure amount.

WilTel received the Notice of Assumption of Certain Executory
Contracts and Unexpired Leases of Non-residential Real Property.
The Assumption Notice advised WilTel to check a database listing
on the Internet at http://www.bsillc.comto determine if any of  
its contracts were being assumed and if so, the associated cure
amount as proposed by the Debtors.

WilTel's review of the Internet database revealed one contract
WilTel had with the GX Debtors, but the Dark Fiber IRU was not
listed there.  The Assumption Notice further advised that if a
contract was not listed on the database, it would be rejected
pursuant to the Plan unless otherwise assumed by the GX Debtors.  
The Internet database also noted three categories of contracts
not included in the database, including the "interconnection
agreements" listed in Schedule 1.1 of the Plan.  Because a dark
fiber IRU is not an interconnection agreement, WilTel did not
check Schedule 1.1 of the Plan for the Dark Fiber IRU.

              Debtors' Cure Negotiations with WilTel

In the Fall of 2002 and continuing into 2003, WilTel and the GX
Debtors engaged in negotiations concerning various of the
contracts between them, including the Dark Fiber IRU.  WilTel
understood that the GX Debtors wanted to assume the Dark Fiber
IRU if WilTel would make certain concessions, which included the
$480,469.57 cure amount sought by WilTel.  These negotiations
involved David Hirsch, then a senior officer in carrier relations
with the Debtors.  The GX Debtors wanted price and cure amount
concessions from WilTel and WilTel wanted price concessions from
the GX Debtors.  WilTel declined to reduce its cure amount on the
Dark Fiber IRU and no agreements were ever reached compromising
the parties' rights on any of their contracts.

As a result of the negotiations between the GX Debtors and WilTel
regarding the assumption of the Dark Fiber IRU, it is apparent
that the GX Debtors had notice of the amount of "cure" sought by
WilTel with respect to the Dark Fiber IRU.  The GX Debtors also
knew, or should have known, of the correct "cure" amount with
respect to the Dark Fiber IRU from the proofs of claim WilTel
timely filed on September 30, 2002.  In contrast, WilTel did not
receive proper notice that the Dark Fiber IRU would be included
in Schedule 1.1.  Moreover, even if WilTel had noticed that the
Dark Fiber IRU had been improperly classified as an
interconnection agreement, each of the various versions of
Schedule 1.1 indicated that settlement negotiations were ongoing
and that if negotiations did not proceed to the satisfaction of
the GX Debtors, they reserved the right to reject any scheduled
contract.  As a result, the GX Debtors failed to provide WilTel
with proper notice of their intention to assume the Dark
Fiber IRU or of their proposed cure amount in connection with the
assumption of the Dark Fiber IRU.

WilTel is willing to consent to the GX Debtors' assumption of the
Dark Fiber IRU, but requests that in connection with the
assumption of that contract, the Court order the Debtors to pay
WilTel the correct cure amount of $480,469.57 over the 24-month
period provided by the Plan.

To the extent that any prior notice or order provides that its
cure amount has been allowed in a lesser amount, WilTel asks the
Court to vacate that Order with respect to the Dark Fiber IRU.  
WilTel contends that the cure claim must be reconsidered and
allowed at the correct amount, pursuant to Section 502(j) of the
Bankruptcy Code, and Rule 3008 of the Federal Rules of Bankruptcy
Procedure.

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)


GOODYEAR: Fitch Affirms B/CCC+ Ratings & Says Outlook Now Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Goodyear Tire & Rubber Company's senior
unsecured rating at 'CCC+' and the senior secured bank facilities
at 'B'. The Rating Outlook has been revised to Stable from
Negative.

While the Securities and Exchange Commission's (SEC) investigation
of accounting irregularities at Goodyear continues, restated
financial statements have recently been filed for the affected
historical periods. The accounting restatements resulted in total
reductions in net income of $280.8 million over several of the
affected periods. Liquidity was not affected by the outcome.
Furthermore, filing and disclosure of results and statements for
the quarter ended March 31, 2004 and fiscal year ended Dec. 31,
2003 places Goodyear in compliant standing with the bank credit
agreements.

Of the $5.34 billion of consolidated debt at March 31, 2004, $280
million was short-term debt. Additionally, $1.14 billion of debt
comes due in 2005 with $650 million of senior secured European
facilities in April and $490 million of Euro notes in June of
2005. The $750 million senior secured U.S. revolver (resized to
$680 million) with no funded borrowings but $491 million of
letters-of-credit issued against it comes due in April 2005 also.
For 2006, debt maturities amounted to $1.95 billion.

At March 31, 2004, liquidity included $1.29 billion of
consolidated cash and equivalents along with $564 million of
availability in committed bank lines. While several financings
done through the private placement markets in March and July 2004
for $650 million and $350 million, respectively, partially
extended the company's debt profile, substantial debt maturities
and cash payment commitments continue to loom.

The legislative changes regarding the ERISA required pension
contribution schedule have benefited the company by deferring
required contributions. An earlier estimate of $350 million-$400
million in ERISA required domestic funding into Goodyear's $2.8
billion underfunded global pension fund, has been revised to $160
million. Estimated 2005 required funding is now approximately
$325-350 million, and in the absence of strong asset returns
and/or an increase in the discount rate will ratchet up
significantly in 2006. While the very large underfunded pension
liability will continue to pose substantial claims on Goodyear's
cash flow, the immediacy of the onerous schedule has been
deferred.

Operationally, Goodyear showed some signs of making headway in its
turnaround strategy. First quarter 2004 sales were up 21%
nominally to $4.29 billion. However, net of foreign currency
translation and FIN 46 consolidation effects sales were up 8%.
Rebounding volume in North American replacement tire market and
better product mix with gains in higher priced premium brands in
passenger and in commercial tires, along with improved pricing
generally, have all contributed to the good sales gains.

Segment operating income shot up to $216 million in the first-
quarter 2004 versus $42 million in 2003. While the critical North
American tires segment continued to post segment operating losses,
albeit at a lesser rate, robust gains in almost all the other
operating business areas allowed for the consolidated gains.
Overall, sales gains, cost reduction efforts, and better capacity
utilization in the quarter contributed to overcoming adverse raw
material costs and partially restoring profitability.

Goodyear is currently in the midst of implementing a turnaround
strategy, which, among other operating initiatives, features a
$1.5 billion cost reduction effort. The closure of the Huntsville,
AL tire manufacturing facility in December 2003 was a crucial
element in the rationalization drive, particularly in the
struggling North American tire segment. In the first quarter, the
Huntsville plant rationalization added $14 million in savings
while also contributing to a boost in capacity utilization to 93%
of annual operating capacity in North America versus a high 80%
last year.

Short-term risks include continued high or further rising raw
material costs, market share loss, and lack of execution on the
remaining cost-reduction efforts. Further improvement in margins
and free cash flow will be required to initiate debt reduction. A
reversal of operating progress could impair the company's access
to external capital markets.


HEALTH CARE: Low-B Rated REIT Reports Second Quarter Results
------------------------------------------------------------
Health Care REIT, Inc. (NYSE:HCN) reported operating results for
its second quarter ended June 30, 2004.

"We had a strong quarter of investment activity driving our gross
and net new investment total for the first half of 2004 to
$161.5 million and $127.7 million, respectively," commented George
L. Chapman, chief executive officer of Health Care REIT, Inc.
"This first half activity, together with an additional $148.4
million of net new investments to date in the third quarter,
allows us to increase our 2004 projected net new investment
guidance to $400 million to $500 million. Many of these
investments will incorporate rental escalators that enable us to
generate additional organic growth and minimize straight-line rent
over time. While this change will impact FFO guidance in the short
run, cash flow and our ability to pay dividends are unaffected."

The Board of Directors declared a dividend for the quarter ended
June 30, 2004 of $0.60 per share as compared to $0.585 per share
for the same period in 2003. The dividend represents the 133rd
consecutive dividend payment. The dividend will be payable
August 20, 2004 to stockholders of record on July 30, 2004.

Net income available to common stockholders totaled $19.2 million,
or $0.37 per diluted share, for the second quarter of 2004,
compared with $16.7 million, or $0.41 per diluted share, for the
same period in 2003. Funds from operations totaled $35.8 million,
or $0.69 per diluted share, for the second quarter of 2004,
compared with $28.6 million, or $0.70 per diluted share, for the
same period in 2003.

Net income available to common stockholders totaled $37.9 million,
or $0.73 per diluted share, for the six months ended June 30,
2004, compared with $33.2 million, or $0.81 per diluted share, for
the same period in 2003. Funds from operations totaled $71.5
million, or $1.39 per diluted share, for the six months ended June
30, 2004, compared with $56.7 million, or $1.39 per diluted share,
for the same period in 2003.

Health Care REIT had a total outstanding debt balance of
$1.0 billion at June 30, 2004, as compared with $833.5 million at
June 30, 2003, and stockholders' equity of $1.2 billion, which
represents a debt to total book capitalization ratio of 47
percent. The debt to total market capitalization at June 30, 2004
was 36 percent. Its coverage ratio of EBITDA to interest was 3.21
to 1.00 for the six months ended June 30, 2004.

Straight-line Rent. The Company recorded $2.5 million and $9.1
million of straight-line rent for the three and six months ended
June 30, 2004, respectively. Straight-line rent is net of $2.4
million and $3.0 million in cash payments outside the normal
monthly rental payments for the three and six month periods,
respectively. Based upon a review of the existing portfolio, the
Company reduced its recognition of straight-line rent for the
second quarter by $2.5 million.

Outlook for 2004 and 2005. Going forward, most of the Company's
master leases will incorporate annual rental escalators based on
the lesser of a Consumer Price Index factor or a fixed basis point
increase. Because the increases are not known at the commencement
of the lease, straight-lining the average rental rate over the
life of the lease is not required.

Therefore, primarily due to its revised straight-line rent
expectations, the Company is adjusting its 2004 guidance and now
expect to report net income available to common stockholders in
the range of $1.49 to $1.54 per diluted share, down from $1.68 to
$1.73 per diluted share, and FFO in the range of $2.87 to $2.92
per diluted share, down from $2.99 to $3.04 per diluted share. The
Company expects to record straight-line rent of approximately
$18 million to $20 million for the full year 2004, down from
previous expectations of $24 million to $28 million. These
expectations exclude any additional payments outside the normal
monthly rental payments. As previously stated, the Company is also
increasing its net new investment guidance for 2004 to a range of
$400 million to $500 million.

The Company is initiating guidance for 2005 and expects to report
net income available to common stockholders in the range of $1.47
to $1.55 per diluted share, and FFO in the range of $2.98 to $3.06
per diluted share. The guidance assumes net new investments of
$250 million with leases that will not require rents to be
straight-lined. The Company expects to record straight-line rent
of approximately $14 million to $16 million for the full year
2005, before any payments outside the normal monthly rental
payments.

The Company guidance does not account for any impairments or
increased quarterly charges to the loan loss reserve.
Additionally, it plans to manage the company to maintain
investment grade status with a capital structure consistent with
its current profile.

Portfolio Update. Eight assisted living facilities stabilized
during the quarter and one assisted living facility in fill-up was
acquired. The Company ended the quarter with four assisted living
facilities remaining in fill-up, representing two percent of
revenues. Only one facility, representing one percent of revenues,
has occupancy of less than 50 percent. The facility was a new
acquisition in the fourth quarter of 2003.

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


HEART PLACE HOSPITAL: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Heart Place Hospital, L.P.
        25 Village Circle
        Midland, Texas 79701

Bankruptcy Case No.: 04-70521

Type of Business: The Debtor is an acute care hospital designed
                  to treat heart and vascular patients.
                  See http://www.midlandheartcenter.com/

Chapter 11 Petition Date: July 19, 2004

Court: Western District of Texas (Midland)

Judge: Ronald B. King

Debtor's Counsel: Vivian Lea Borland, Esq.
                  213 North Main, Suite 101
                  Midland, TX 79701
                  Tel: 432-684-5290

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Community National Bank                  $6,500,000
P.O. Box 3903
Midland, TX 79702

Boston Scientific                          $151,509

Stubbeman, McRae, Sealy & Laughlin         $138,894

Standard Capital                           $125,010

US Bank Portfolio Services                 $106,073

Assoc. Of MC & IM, P.C.                     $90,707

Dynacare Laboratories                       $67,824

Banclease Acceptance Corp.                  $61,632

Staff Care                                  $56,918

Texas Nurse Connections, LLC                $55,335

Datex-Ohmeda, Inc.                          $43,978

Medtronic USA, Inc.                         $43,228

United Blood Services                       $39,744

Brown's Permian Eletric Co.                 $37,135

Abbott Laboratories, Inc.                   $35,667

Durbin & Company, LLP                       $32,424

Prime Staff Odessa                          $32,416

Texas West Ambulance                        $29,600

Metro Financial Services                    $29,221

Mckesson Medical                            $28,030


INFINIUM LABS: Secures New $50 Million Equity Credit Line
---------------------------------------------------------
HPC Capital Management, an investment banking firm serving as
advisor to Infinium Labs (OTCBB:IFLB), has facilitated a
$50 million equity line of credit from an institutional investor.

The new line of financing replaces an earlier agreement for an
equity investment of $46 million from SBI-USA, Trilogy Capital
Partners, HaDavar HaNachon LLC and Reich Capital, which has been
cancelled by the company.

Timothy M. Roberts, Chairman and CEO, Infinium Labs, said the
company decided to accept the offer of a new set of investors
because the deal is less dilutive to shareholders, provides better
terms and is a better fit for the company's capital plan and
budgetary needs.

The Phantom Gaming Service(TM) -- the first end-to-end, on-demand
gaming service -- is slated to be available to consumers fourth
quarter 2004.

The global video/PC game industry has been estimated by industry
marketing analysts at more than $20 billion in annual revenue from
system and software sales and growing at double-digit figures, as
the player moves from the avid to the casual gamer.

"Infinium Labs is at the forefront of the revolution in gaming --
the move from consoles and PCs to the streaming of a library of
titles over broadband networks into the home, to a receiver that
sits in the living room and is used by everyone in the family,"
Vince Sbarra, President, HPC Capital Management, said. "We've been
watching the number of broadband users increase every year. After
carefully evaluating the industry, we feel that Infinium Labs
represents a significant opportunity to enter this market with a
company that has a solid management team that combines the
experience of two worlds -- executives from networking businesses
and senior managers that have previously launched a successful
game system."

HPC Capital Management has been retained by Infinium Labs to
evaluate the company's current and future capital needs.

The new equity line of credit is subject to final documentation
and is contingent on the filing and effectiveness of a
Registration Statement with the SEC covering the resale of shares,
among other conditions.

                  About HPC Capital Management

HPC Capital Management -- http://www.hpccapital.com/-- is a NASD  
member firm based in Atlanta, Ga. HPC Capital Management focuses
on providing funding for public and private companies, consulting
and merger & acquisition advice. The company has offices in
Atlanta, Ga. and Miami, Fla.

                     About Infinium Labs

Infinium Labs was founded by a management team with extensive
experience in interactive media, entertainment, broadband services
and technology. The company is set to launch a cutting edge online
gaming service in the fourth quarter of 2004. The Phantom Gaming
Service will be delivered online over any broadband network and
offer a broad library of games designed to appeal to the avid
gamer as well as the casual player. For more information, please
visit http://www.phantom.net/

At March 31, 2004, Infinium Labs' balance sheet shows a
stockholders' deficit of $1,733,272 compared to a deficit of
$191,375 at December 31, 2003.


INFOUSA INC: Reports Fiscal Year 2005 Guidance
----------------------------------------------
infoUSA(R) (Nasdaq:IUSA), the leading provider of proprietary
business and consumer databases and sales leads, reported guidance
for fiscal year 2005 computed on a GAAP basis:
         
    -- 2005 Revenue Guidance: $390.00 Million to $400.00 Million
    -- 2005 EBITDA Guidance: $98.00 Million to $102.00 Million
    -- 2005 EPS Guidance: $0.63 Per Share to $0.67 Per Share

                       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."


IPCS INC: Sprint's PCS Affiliate Emerges from Chapter 11
--------------------------------------------------------
iPCS, Inc.'s Plan of Reorganization became effective Tuesday, July
20. iPCS, the PCS Affiliate of Sprint that owns and operates the
Sprint Nationwide PCS Network in 38 markets in four Midwestern
states and serves more than 227,400 customers, has emerged from
the bankruptcy process as a reorganized entity, and an application
has been filed for approval of trading of its newly issued common
stock on the Pink Sheets under the trading symbol IPCS.

Timothy Yager, iPCS' president and chief executive officer, said,
"We are pleased to be entering a new phase of our business,
emerging from reorganization with a new capital structure and the
liquidity necessary to participate in the anticipated continued
growth and evolution of the wireless business.

"Through the consummation of the Plan, our relationships with all
of our stakeholders, including Sprint and our unsecured creditors,
have been redefined and restored, and we can now return to
aggressively pursuing our core business. We are excited about the
road ahead of us," Mr. Yager said.

iPCS' Plan was filed with the U.S. Bankruptcy Court for the
Northern District of Georgia on March 31, 2004 and subsequently
amended. The Plan was confirmed by the Court on July 8, 2004.

In general, the Plan provided:

   -- Repayment in full in cash of its senior secured credit
      facility;

   -- Cancellation of its $300 million 14% senior discount notes
      due 2010 and other unsecured non-convenience claims in
      exchange for its new common stock;

   -- Discharge of all of its subordinated claims and the
      cancellation of all of its existing common stock;

   -- Assumption of its amended Sprint PCS affiliation agreements
      and the settlement of previously stayed litigation against
      Sprint;

   -- The merger of iPCS Escrow Company with and into iPCS, Inc.
      as the surviving corporation and the release from escrow to
      iPCS of the net proceeds of the $165 million 11.5% senior
      notes due 2012 offering;

   -- The appointment of Timothy Yager as President and Chief
      Executive Officer as well as five new directors, including
      Mr. Yager.

iPCS is the PCS Affiliate of Sprint with the exclusive right to
sell wireless mobility communications, network products and
services under the Sprint brand in 38 markets in Illinois,
Michigan, Iowa and eastern Nebraska with approximately 7.6 million
residents. The territory includes key markets such as Grand
Rapids, Mich., Champaign-Urbana and Springfield, Ill., and the
Quad Cities of Illinois and Iowa. iPCS is headquartered in
Schaumburg, Illinois.

On April 30, 2004, iPCS Escrow Company, a recently formed, wholly  
owned indirect subsidiary of iPCS, completed an offering of $165  
million aggregate principal amount of 11.50% senior notes due  
2012. In connection with the confirmation and effectiveness of the  
plan of reorganization, iPCS Escrow Company will be merged with  
and into iPCS and, upon the consummation of the merger, the senior  
notes will be senior unsecured obligations of iPCS. iPCS Escrow  
Company deposited the proceeds of the offering into an escrow  
account pending the merger. If the merger has not been consummated  
or if iPCS elects a special mandatory redemption, in each case  
prior to August 28, 2004, iPCS Escrow Company will redeem all of  
the senior notes at a price equal to 100% of the principal amount  
plus interest.  

At March 31, 2004, iPCS, Inc.'s balance sheet shows a  
stockholders' deficit of $191,828,000 compared to a deficit of  
$179,577,000 at September 30, 2003.


JOURNAL REGISTER: S&P Affirms BB+ Ratings with Negative Outlook
---------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior secured debt ratings on newspaper publisher
Journal Register Co. and removed them from CreditWatch where they
were placed on July 6, 2004. The outlook is negative.

The Trenton, N.J.-headquartered company had about $380 million of
debt outstanding at June 2004.
     
"The ratings on Journal Register reflect the company's substantial
pro forma debt levels, attributable to the planned acquisition of
unrated 21st Century Newspapers Inc. for $415 million in cash,"
said Standard & Poor's credit analyst Donald Wong. Pro forma debt
to EBITDA is in the mid-5x area, up from the mid-3x area for the
12 months ended June 2004, which is weak for the 'BB+' corporate
credit rating.

The ratings also reflect the company's moderate-size cash flow
base and growth through acquisition. In addition, like other media
companies, there is uncertainty over the strength of the
advertising revenue recovery, as well as greater employee benefit
costs and higher newsprint prices. These factors are tempered by
Journal Register's geographically diverse market positions,
relatively stable revenue base, and free operating cash flow
generation. In addition, the company has a track record of
significantly reducing its debt levels following a major
acquisition. Standard & Poor's expects that the majority of
Journal Register's free operating cash flow will be used for debt
reduction in the intermediate term.


JP MORGAN: Fitch Affirms Ratings on Two 2000-C9 Classes at Low-Bs
-----------------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s mortgage pass-
through certificates, series 2000-C9, $36.6 million class B
certificates is upgraded to 'AA+' from 'AA' by Fitch Ratings.

Fitch also affirms these classes:

         --$122.8 million class A-1 at 'AAA';
         --$404.7 million class A-2 'AAA';
         --Interest-only class X at 'AAA';
         --$38.7 million class C at 'A';
         --$10.2 million class D at 'A-';
         --$28.5 million class E at 'BBB';
         --$14.3 million class F at 'BBB-';
         --$14.3 million class G at 'BB+';
         --$20.4 million class H at 'BB'.

The $26.5 million class J and $2.8 million class K certificates
are not rated by Fitch.

The upgrade to class B reflects the increased credit enhancement
levels from loan payoffs and amortization. As of the June 2004
distribution date, the pool's aggregate principal balance has been
reduced by approximately 12% to $719.7 million from $814.4 million
at issuance.

ORIX Capital Markets LLC, the master servicer, collected year-end
(YE) 2003 operating statements for 86% of the pool. The pool's YE
2003 weighted average debt service coverage ratio (DSCR) was 1.51
times (x), compared with 1.54x at issuance for the same loans.

Five loans (2.9%) are delinquent, including three specially
serviced loans (1.4%). The largest of these loans, English Park
Village (0.67%), is secured by an office property in Lancaster,
NY. The property is 68% occupied and the special servicer is
evaluating workout options. The next loan (0.56%) is secured by a
vacant industrial property in Longmont, CO. The foreclosure sale
took place in July 2004, and the trust is expected to take the
title to the property in September 2004 due to the 75 days
redemption period in Colorado. Losses are expected on several of
these loans; however, they are expected to be absorbed by the
classes not rated by Fitch.

The pool's realized losses total $17.1 million, or 2.4% of the
original pool balance.


KAISER: Expects to Close Bauxite/Alumina Asset Sale in 3rd Quarter
------------------------------------------------------------------
Century Aluminum Company (NASDAQ:CENX) and Noranda, Inc. were
approved by a bankruptcy court as the successful bidders to
jointly acquire the Gramercy (LA) alumina refinery and related
Jamaican bauxite mining assets from Kaiser Aluminum & Chemical
Corporation for US $23 million, subject to closing adjustments.
Century and Noranda will each pay one-half, or $11.5 million, of
the purchase price. Closing is expected to occur late in the third
quarter of 2004.

The Gramercy refinery has the capacity to produce 1.25 million
metric tons of alumina a year. Century and Noranda each purchase
approximately 500,000 metric tons of this alumina a year for their
respective primary aluminum reduction plants in Hawesville, KY and
New Madrid, MO. The refining process chemically converts bauxite
into alumina, the raw material from which primary aluminum is
produced.

Century owns 615,000 metric tons per year (mtpy) of primary
aluminum capacity. The company owns and operates a 244,000-mtpy
plant at Hawesville, KY, a 170,000-mtpy plant at Ravenswood, WV
and a 90,000-mtpy plant at Grundartangi, Iceland. Century also
owns a 49.67-percent interest in a 222,000-mtpy reduction plant at
Mt. Holly, SC. Alcoa Inc. owns the remainder and is the operating
partner. 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.


KEY ENERGY: S&P Revises 'B' CreditWatch Implications to Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating on Key Energy Services Inc. remains on CreditWatch,
but that it is revising the CreditWatch implications to developing
from negative.

The rating action follows the company's announcement that it has
received consent waivers from its noteholders and amended the
terms of its previously announced consent solicitation relating to
its outstanding 6.375% senior notes due 2013 and 8.375% senior
notes due 2008.

Midland, Texas-based Key has about $485 million of total debt
outstanding as of June 30, 2004.
     
"The change to a CreditWatch listing with developing implications
more accurately accounts for Key's current credit profile," said
Standard & Poor's credit analyst Brian Janiak. "Several recent
developments including the noteholders' willingness to work with
Key during its current financial predicament may provide a
potential platform for Key's credit quality at a higher rating."

In addition, the consent waivers mitigate Standard & Poor's
immediate concerns regarding the company's liquidity position by
alleviating the potential debt acceleration that could have
severely affected the firm's financial condition.
     
Standard & Poor's continues to have heightened credit concerns
with regard to the successful completion the SEC's investigation
of the company's South Texas operations and the company's filing
its 2003 10-K.

However, the CreditWatch with developing implications also
reflects that the consent waivers provide the company with more
time to resolve these issues. Timely completion of the filings
would likely result in higher ratings. Conversely, failure to do
so by year-end 2004 would likely result in lower ratings.
     
Resolution of the CreditWatch is dependent on Key filing its 10-K,
the completion of the SEC investigation, and the demonstration of
sound performance by the firm's new management team.


KINTERA INC: Closes $20 Million Private Equity Financing
--------------------------------------------------------
Kintera(R) Inc. (NASDAQ:KNTA), a leading provider of software as a
service to nonprofits, has closed its private placement with
certain existing institutional investors of 2,500,000 shares of
its common stock at a price of $8.00 per share for aggregate
proceeds of $20 million.

The shares were not registered under the Securities Act, or any
state securities laws, and were sold in a private transaction
under Regulation D. Unless the shares are registered, they may not
be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state laws. Kintera is obligated to register the
shares for resale on a registration statement to be filed within
30 days.

                        About Kintera Inc.

Kintera(R) Inc. (NASDAQ:KNTA) is an innovative provider of
software as a service that helps nonprofit organizations foster a
powerful sense of community to achieve their mission. Kintera's
Knowledge Interaction technology strengthens an organization's
community by providing volunteers, members, donors and staff web-
based tools to efficiently fulfill their tasks and share real-time
data and information. The company's Internet innovations include
its Friends Asking Friends(R) solicitation program and Kintera
Sphere(TM), an enterprise-grade software system that provides
content management, contact management, communication tools,
commerce applications, community-building features and reporting
functions. Kintera's technology is built on a unified database and
payment processing engine. A web browser is all that is needed to
use Kintera Sphere to help increase donations, reduce fundraising
costs and build awareness and affinity for a cause. For more
information, visit Kintera at http://www.kintera.com/

                           *   *   *

                  Liquidity and Capital Resources

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

"We have historically funded our operations principally through
private placements of equity securities. In December 2003, we
completed our initial public offering and received net proceeds of
$36.1 million, including $4.9 million from the exercise of the
underwriters' over allotment option.  As of March 31, 2004, we had
cash, cash equivalents and short-term investments totaling
approximately $35.7 million.

"We believe that our cash, cash equivalents and short-term
investments and available borrowings under our line of credit that
we may draw from time to time will be sufficient to meet our
working capital requirements and contractual commitments for at
least the next 12 months.

"If we are unable to increase our revenues, we will need to raise
additional funds to finance our future capital needs. We may need
additional financing earlier than we anticipate. If we raise
additional funds through the sale of equity or convertible debt
securities, these transactions may dilute the value of our
outstanding common stock. We may also decide to issue securities,
including debt securities, which have rights, preferences and
privileges senior to our common stock. We cannot assure you that
we will be able to raise additional funds on terms favorable to us
or at all. If future financing is not available or is not
available on acceptable terms, we may not be able to fund our
future needs. This may prevent us from increasing our market
share, capitalizing on new business opportunities or remaining
competitive in our industry."


KNIGHTCO OIL INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Knightco Oil, Inc.
        3000 North Sylvania Avenue
        Fort Worth, Texas 76111

Bankruptcy Case No.: 04-46924

Type of Business: The Debtor is the owner of a lubricant sales and
                  service business.

Chapter 11 Petition Date: July 19, 2004

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Richard G. Dafoe, Esq.
                  Vial, Hamilton, Koch & Knox
                  1700 Pacific Avenue, Suite 2800
                  Dallas, TX 75201
                  Tel: 214-712-4650

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Shell Oil Products US                      $357,004
fka Equilon Lubes
P.O. Box 200889
Houston, TX 77216-0889

Steagall Oil Company                       $275,392
616 North 16th St.
Chickasha, OK 73026-0625

Kost USA                                   $260,845
P.O. Box 633784
Cincinnati, OH 45263-3784

ConocoPhillips                             $173,255

Shell Oil Products US                       $56,497

ARK Lubricants Marketers, Inc.              $26,355

Charles W. Green                            $24,529

Chevron - Texaco                            $24,486

Advanta Business Cards                      $12,825

Comptroller of Public Accounts              $12,798

Tarrant County Tax Assessor                 $11,875

First USA (Visa)                             $8,905

Texaco Fleet Management                      $3,991

Federated Insurance - Medical                $3,911

Kafco                                        $3,194

Balcones Mineral Corp.                       $2,988

Purchase Power - Pitney Bowes                $2,845

Verizon Wireless                             $2,723

Jesse P. Taylor Oil Company                  $2,415

American Express                             $2,299


MERCURY AIR: Agrees to Settle with David Murdock for $525,000
-------------------------------------------------------------
Mercury Air Group, Inc. (Amex: MAX) entered into a settlement
agreement with David H. Murdock and related parties. Mercury and
Murdock agreed to enter into a certain mutual release of claims,
and Mercury agreed to pay $525,000 to Murdock representing all
costs, fees and expenses incurred by Murdock in connection with
the settlement agreement and due diligence investigation and in
consideration for Murdock's execution of the mutual release of
claims. In addition, Murdock agreed to sell and Mercury agreed to
purchase 150,000 shares of Mercury's common stock for $6.00 per
share.

Mercury's President and Chief Executive Officer, Joseph A. Czyzyk,
said, "By entering into this agreement, Mercury is able to focus
its efforts on its business and profitability for the benefit of
all of its shareholders."

                  About Mercury Air Group

Los Angeles-based Mercury Air Group (Amex: MAX) provides aviation
petroleum products, air cargo services and transportation, and
support services for international and domestic commercial
airlines, general and government aircraft and specialized contract
services for the United States government. Mercury Air Group
operates three business segments worldwide: MercFuel, Inc., Maytag
Aircraft Corporation and Mercury Air Cargo, Inc. For more
information, please visit http://www.mercuryairgroup.com/

                         *   *   *

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

                Liquidity and Capital Resources

"As of March 31, 2004, the Company's cash and cash equivalents
were $1.8 million, a decrease of $1.0 million as compared to cash
and cash equivalents of $2.8 million as of June 30, 2003.

"Petroleum product prices, including aviation fuel prices, have
risen to historically high levels due primarily to an increase in
world-wide petroleum product consumption and instability in the
Middle East. The increased aviation fuel prices have resulted in
an increase in the Company's trade receivables for many of the
Company's customers. If aviation fuel prices maintain these recent
high levels for an extended period of time and the Company's
customers are unable to pass on the increased fuel costs to their
customers, the Company may experience longer collection periods
and/or higher uncollectible amounts from certain customers. This
would result in reduced cash availability adversely affecting the
Company's ability to pay its fuel suppliers on a timely basis.

"The Company is currently evaluating new credit facilities to
support the Company's expansion of its remaining three business
lines and to support the Company's Letters of Credit requirements
thereby releasing the cash collateral of approximately $16 million
to be used for working capital requirements and general corporate
purposes."


MIRANT: Agrees to Setoff Dominion Claims Against Collateral
-----------------------------------------------------------
Prior to the bankruptcy petition date, Dominion Transmission,
Inc., and Dominion Cove Point LNG, LP, entered into natural gas
transmission agreements with Mirant Americas Energy Marketing,
LP, whereby DTI and Cove Point agreed to provide natural gas
transportation and storage services to MAEM in exchange for
MAEM's agreement to pay for the Transmission Services.

Pursuant to the applicable tariffs, MAEM provided to DTI cash
deposits amounting to $2,570,458 and provided to Cove Point cash
deposits totaling $113,400 prior to the Petition Date to secure
amounts MAEM owed for Transmission Services under the
Transmission Agreements.

On August 6, 2003, DTI invoiced MAEM $211,243 for Transmission
Services provided to MAEM in July 2003.  With MAEM's bankruptcy
filing, it only paid DTI $117,345 arising from postpetition
Transmission Services in July, leaving an unpaid balance of
$93,898 arising from prepetition Transmission Services in July.

On July 4, 2003, Cove Point invoiced MAEM $5,684 for prepetition
Transmission Services provided to MAEM in June 2003.  MAEM was
unable to pay Cove Point.

On August 5, 2003, Cove Point invoiced MAEM $8,492 for
Transmission Services provided to MAEM in July 2003.  MAEM paid
Cove Point $3,865 arising from postpetition Transmission Services
in July, leaving a $4,627 unpaid balance arising from prepetition
Transmission Services in July.

Accordingly, as of the Petition Date, MAEM owes DTI $93,898 and
Cove Point $10,311 for unpaid prepetition Transmission Services.  
DTI and Cove Point acknowledge that there are no other amounts
owed by MAEM to them arising from prepetition transactions
between the parties.

DTI and Cove Point have not applied their Claims against the
Collaterals.

On December 22, 2003, MAEM provided Cove Point with a $113,400
letter of credit as a postpetition collateral under the
applicable tariffs.  In exchange, on June 7, 2004, Cove Point
returned $103,081 representing the Cove Point Collateral less the
Cove Point Claims.  The unreturned portion of the Cove Point
Collateral was retained by Cove Point to maintain security for
the Cove Point Claims.

On May 27, 2004, MAEM provided DTI a $1,990,458 letter of credit.  
MAEM amended the amount to $2,067,144 on June 7, 2004 as
postpetition collateral in accordance with DTI's tariff.  
Separately, MAEM provided DTI a $744,000 letter of credit as
postpetition collateral to support the provision of Rate Schedule
Market Center Services, which arise under natural gas
transmission agreements with DTI pursuant to DTI's tariff.  In
exchange, on June 9, 2004, DTI returned $2,476,560 to MAEM
representing the DTI Collateral less the DTI Claims.  The
unreturned portion the DTI Collateral was retained by DTI to
maintain security for the DTI Claims.

DTI and Cove Point represent that the amount of the Letters of
Credit, as amended, satisfies the creditworthiness standards
under their applicable Federal Energy Regulatory Commission
tariffs at MAEM's current level of service.

To date, MAEM continues to perform and participate under the
Transmission Agreements and continues to receive and render
payment for postpetition Transmission Services.

DTI and Cove Point asked MAEM to agree to the application of the
DTI Claims against the DTI Remaining Collateral and the Cove
Point Claims against the Cove Point Remaining Collateral.  

MAEM agreed.

The parties now ask the Court to approve their agreement.

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)


MIRANT: Inks Stipulation Keeping Documents Produced To PG&E Secret
------------------------------------------------------------------
At Pacific Gas & Electric Company's request, the Mirant
Corporation Debtors have provided various monthly operating
reports and other public documents to Pacific Gas relating to the
operations and assets of Mirant Delta, LLC, and Mirant Potrero,
LLC.

Pacific Gas asked the Debtors' representatives to meet with its
representatives to discuss the Documents.  The Debtors agreed to
do so provided that Pacific Gas agrees to keep any non-public
information the Debtors communicate during any meetings
confidential under the terms of a stipulation.

In a Court-approved stipulation, the parties agree that:

   (a) they will act in good faith to schedule one or more
       meetings between their representatives to discuss the
       Documents and any other matters to which they may agree
       at mutually convenient times and locations;

   (b) any documents produced by any of the Debtors and any
       information the Debtors provided in any other form or
       format in connection with any of the activities
       undertaken pursuant to the Stipulation and the uses will
       be governed by the provisions of the Amended and Restated
       Order Approving Specified Information Blocking Procedures
       and Permitting Trading in the Debtors' Securities, Bank
       Debt, Purchase or Sale of Trade Debt and Issuing of
       Analyst Reports upon Establishment of a Screening Wall
       Effective July 25, 2003; and

   (c) the meetings to be held are settlement discussions and
       that any statements made or documents provided by the
       Debtors during the meetings will be subject to Rule 408(e)
       of the Federal Rules of Evidence and will not be
       admissible as evidence in any proceedings between the
       parties for any reason whatsoever.

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)


MERITAGE CORPORATION: Reports Record Second Quarter 2004 Results
----------------------------------------------------------------
Meritage Corp. reported net earnings of $24.6 million for the
second quarter ended June 30, 2004, compared to $21.3 million in
the same period a year ago, a 14% increase in EPS. Net earnings
for the first six months of 2004 were $51.6 million compared to
$37.1 million for the same period in 2003, a 37% increase in EPS.

"For the second quarter of 2004, Meritage once again set all-time
quarterly records for the dollar value and number of homes
ordered, and we saw our backlog exceed $1 billion for the first
time in the company's history," said Steve Hilton, Meritage co-
chairman and CEO. "We also set second quarter records for home
closing revenue, the number of homes closed, net earnings and
diluted earnings per share. For the first six months of 2004, the
dollar value of new home orders was up 47%, home closing revenue
up 40%, net earnings up 39% and diluted earnings per share up 37%
over the first six months of 2003."

"Meritage's pre-tax margin for the first six months of 2004 was
9.7%, unchanged from the same period in 2003, but decreased 102
basis points in this year's second quarter from the second quarter
of 2003 to 9.2%. Our pre-tax margin was relatively stable in our
California and Arizona divisions for the second quarter, however
it was down somewhat in Texas and Nevada," said John Landon,
Meritage co-chairman and CEO. "In Texas, the Dallas/Fort Worth
market is not as strong as last year, creating pricing pressures
which lowered margins. In addition, heavy rains in Dallas/Fort
Worth and Houston delayed home closings during the quarter, which
also affected our pre-tax margin. In Nevada, where the housing
market is very strong, the margin compression resulted from a
short-term fluctuation in deliveries of homes with lower margins.
We anticipate that our pre-tax margin will improve during the
second half of 2004, resulting in a relatively consistent full-
year pre-tax margin in comparison to last year's 10.3%, meeting
our goal of achieving a 10.0% or better pre-tax margin."

Meritage received 2,556 orders for new homes valued at $700
million in the three months ended June 30, 2004, increases of 36%
and 51%, respectively, from the same period a year ago. For the
same period, home closing revenue increased 32% to $431 million,
and the number of homes closed increased 29% to 1,620. At June 30,
2004, the number of homes in backlog was up 34% over June 30, 2003
to 4,215, and the value of those homes increased 45% to $1,169
million. In addition, the number of active communities increased
17% to 137 at June 30, 2004 from 117 at June 30, 2003.

"Demand for our homes has been very strong during the first half
of this year, and we expect this to continue during the second
half of 2004, given stable economic conditions, job growth and
moderate changes in mortgage interest rates," said Mr. Hilton.
"The dollar value of orders in California increased nearly one and
a half times over the second quarter of 2003 and more than doubled
over the first six months. Demand for our homes in Arizona has
also been very strong, where we generated a 71% increase in order
value for the second quarter and 70% for the first six months. In
Texas, order value was up a solid 21% for the second quarter and
23% for the first six months, in spite of some softness in the
Dallas/Fort Worth housing market. Although order value in our
Nevada division was down 39% for both the second quarter and first
half of this year, we introduced two new communities there during
the latter part of the second quarter and anticipate opening
another five during the second half of this year, bringing our
community count in Nevada to approximately eight by the end of
this year. We expect these new communities to generate an increase
in order activity for the full year 2004 over 2003. With the
strength of demand for our homes and our anticipated margin
expansion in the second half of this year, we anticipate full-year
diluted earnings per share will approximate $8.55 to $8.80, an
increase of $0.30 from our previous guidance and 25% to 29% above
last year. For the third quarter of 2004, we expect diluted
earnings per share to approximate $2.10 to $2.20, or 13% to 18%
ahead of last year's third quarter."

Net debt-to-capital at June 30, 2004 was 49%, versus 50% a year
earlier. EBITDA increased 21% from the second quarter of 2003 to
$49.7 million during this year's second quarter. Meritage
generated after-tax returns on average assets and equity of 11%
and 27%, respectively, for the four quarters ended June 30, 2004,
as compared to 12% and 26% for the same period last year. For the
four quarters ended June 30, 2004, the company's EBITDA to
interest incurred ratio was 6.7 times, and the debt-to-EBITDA
ratio 2.0 times as compared to 7.3 times and 2.3 times,
respectively, for the same period last year. "In a move that
strengthens our balance sheet and provides capital for additional
growth, in April of this year we issued $130 million in principal
amount of 7% senior notes due 2014," said Mr. Landon. "Proceeds
from this offering were mostly used to pay down our bank credit
facility, as well as to repurchase 300,000 shares of our common
stock.

"We remain very positive regarding the state of the homebuilding
industry and expect 2004 to be our 17th consecutive year of record
revenue and earnings. We believe that recent job growth and the
improving economy will more than offset the recent moderate
interest rate increases. With our all-time record levels of sales,
orders and backlog; our expectation for second-half margin
expansion; and good economic conditions, we believe that Meritage
is in excellent position for solid financial growth," concluded
Mr. Landon.

                      About Meritage Corp.

Meritage Corp. is one of the nation's largest single-family
homebuilders, and is traded on the NYSE, symbol: MTH. Fortune
recently named Meritage to its "Fortune 1000" list of America's
largest corporations and included the company as a "top pick from
50 great investors" in its Investor's Guide 2004. Additionally,
Meritage is ranked No. 11 of Fortune's Fastest Growing Companies
in America, its third appearance on this list in five years. The
company is included in the S&P SmallCap 600 Index, appears on
Forbes' "Platinum 400" list and is part of an elite group of only
five companies on the list that have exceeded 50% in five-year
annualized total return. In its 18-year history the company has
built approximately 31,000 homes, ranging from entry-level to
semi-custom luxury. Meritage operates in fast-growing states of
the southern and western United States, including five of the top
10 single-family housing markets in the country. The Meritage Web
site is located at http://www.meritagehomes.com/

                           *   *   *

               Liquidity and Capital Resources

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

"Our principal uses of capital for the quarter ended March 31,
2004 were the acquisition of Citation Homes, operating expenses,
land purchases, and the payment of various liabilities.  We use a
combination of borrowings and funds generated by operations to
meet our short-term working capital requirements.

"Cash flows for each of our communities depends on the status of
the development cycle, and can differ substantially from reported
earnings.  Early stages of development or expansion require
significant cash outlays for land acquisitions, plat and other
approvals, and construction of model homes, roads, utilities,
general landscaping and other amenities.  Because these costs are
capitalized, income reported for financial statement purposes
during those early stages may significantly exceed cash flow.
Later cash flows may significantly exceed earnings reported for
financial statement purposes, as cost of sales includes charges
for substantial amounts of previously expended costs.

"We believe that our current borrowing capacity, cash on hand at
March 31, 2004, and anticipated net cash flows from operations are
and will be sufficient to meet liquidity needs for the foreseeable
future.  We believe our future cash needs will include funds for
the completion of projects that are underway, the maintenance of
our day-to-day operations, and the acquisition or start-up of
additional homebuilding operations, should the opportunities
arise.  There is no assurance, however, that future cash flows
will be sufficient to meet future capital needs.  The amount and
types of indebtedness that we incur may be limited by the terms of
the indenture governing our senior notes and by the terms of the
credit agreement governing our senior unsecured credit facility."


NATIONSLINK FUNDING: Fitch Upgrades 1999-1 Classes G & H to BB+/B+
------------------------------------------------------------------
Fitch Ratings upgrades NationsLink Funding Corporation's
commercial mortgage pass-through certificates, series 1999-1:

         --$64.2 million class B to 'AAA' from 'AA+';
         --$61.1 million class C to 'AA+' from 'A+';
         --$67.2 million class D to 'A+' from 'BBB+'
         --$9.2 million class G to 'BB+' from 'BB-';
         --$30.6 million class H to 'B+' from 'B'.

In addition Fitch affirms the following classes:

         --$648.8 million class A-2 'AAA';
         --Interest only class X 'AAA'.

Fitch does not rate the $33.6 million class E, $52 million class
F, $15.3 million class J or $26.4 million class K certificates.
The class A-1 certificates have been paid in full.

The upgrades are the result of scheduled amortization and paydown
resulting in increased credit enhancement levels as well as
continued stable performance of the collateral. As of the June
2004 distribution report the transaction balance has been reduced
16.68% to $1 billion from 1.2 billion at issuance.

There are currently six loans (2.29%) in special servicing with
ORIX Capital Markets. The largest loan (1.09%) in special
servicing is a group a four cross-collateralized and cross default
loans secured by four health care facilities in Florida. The loans
transferred to the special servicer in May 2004 as a result of a
technical default and are all current. The special servicer is
working with the borrower to clear the default. Losses are not
expected at this time.

The second largest loan (.75%) in special servicing is a single
tenant retail property in Everett, Washington and is current. The
loan transferred to the special servicer as a result of occupancy
when the tenant, HomeBase Inc., filed bankruptcy in 2001 and
vacated the property. The special servicer is monitoring the
property and working with the borrower until a replacement tenant
is found.


NES RENTALS: S&P Assigns Low-B Corporate and Bank Loan Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to NES Rentals Holdings Inc. (NES; formerly known as
National Equipment Services Inc.).
     
Standard & Poor's also assigned a secured bank loan rating of 'B'
to the company's proposed offering of a $275 million second-lien
secured term loan due 2010. The recovery rating assigned to the
second-lien facility is '3', indicating meaningful (50%-80%)
recovery of principal in the event of a default, after recovery of
an unrated $300 million first-lien senior secured credit
facilities due 2009. The outlook is stable.
     
"The rating on NES reflects a weak financial profile and a below-
average business position as an equipment rental provider," said
Standard & Poor's credit analyst John R. Sico.
     
As a regional company, NES is the fourth-largest equipment rental
company in the U.S. in this competitive and still-challenging
industry.
     
Chicago, Ill.-based NES operates in about 140 locations in 34
states and Canada, offering about 45,000 pieces of general
construction and other equipment for rent to construction,
petrochemical, and other industrial end users.
     
NES reorganized and emerged from Chapter 11 in February 2004,
after filing for protection in June 2003. Deteriorating
construction market conditions, weak industrial markets, and an
excess of rental fleet industrywide had adversely impacted
operating performance. Prior to its Chapter 11 filing, the company
had a heavy debt burden and significant near-term maturities.


NETWORK INSTALLATION: Expands Reach with Multiple Project Orders
----------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWIS) was awarded
three Seattle-based IT projects including a project with American
Millworks. Additionally, the Company received a structured cabling
and Samsung telecom solution project order from Cave Creek, AZ-
based Trugreen Landscape and a project order from Los Angeles-
based Sound Solutions for an Avaya Partner system solution.

Network Installation CEO Michael Cummings stated, "I am extremely
encouraged by the early results of our recent expansion into
markets outside of California. Having initiated aggressive sales
and marketing campaigns into those regions we are now just
beginning to realize top line growth from those efforts." He
added, "Although we also continue to evaluate potential
acquisitions, internal growth remains a major focus and I believe
we will achieve considerable revenue growth in this fiscal year."

               About Network Installation Corp.   
    
Network Installation Corp. -- whose March 31, 2004 balance sheet    
reflects a stockholders' deficit of $1,607,403 -- provides    
communications solutions to the Fortune 1000, Government  
Agencies, Municipalities, K-12 and Universities and Multiple  
Property Owners. These solutions include the design, installation  
and deployment of data, voice and video networks as well as  
wireless networks and Wi-Fi. Through its wholly-owned subsidiary  
Del Mar Systems International, Inc., the Company also provides  
integrated telecom solutions including Voice over Internet  
Protocol applications. Network Installation maintains offices in  
Irvine, Los Angeles, Gold River and San Marcos, CA; Las Vegas, NV  
and Phoenix, AZ. To find out more about the company,  
visit http://www.networkinstallationcorp.net/


NEW HEIGHTS: Committee Hires Jaspan Schlesinger as Local Counsel
----------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in New
Heights Recovery & Power, LLC's chapter 11 proceeding, seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to hire Jaspan Schlesinger Hoffman LLP as its local
bankruptcy counsel.

Lowenstein Sandler PC will serve as the Committee's lead counsel
and Jaspan Schlesinger will serve as local counsel.

The Committee anticipates that Jaspan Schlesinger will:

   i) advise the Committee and representing it with respect to
      proposals and pleadings submitted by the Debtor or others
      to the Court or the Committee;

  ii) represent the Committee with respect to any plans of
      reorganization or disposition of assets proposed in these
      cases;

iii) attend hearings, drafting pleadings and generally
      advocating positions which further the interests of the
      creditors represented by the Committee;

  iv) assist in the examination of the Debtor's affairs and a
      review of operations;

   v) advise the Committee as to the progress of the Chapter 11
      cases; and

  vi) perform such other professional services as are in the
      best interests of those represented by the Committee,
      including, without limitation, those delineated in Section
      1103(c) of the Bankruptcy Code.

Frederick B. Rosner, Esq., a partner of Jaspan Schlesinger,
reports that the firm's hourly rates are:

         Designation         Billing Rate
         -----------         ------------
         paralegals          $140 per hour
         associates          $250 per hour
         partners            $350 per hour

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


NEW WORLD PASTA: Gets Final Nod to Obtain $45 Million Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
gave its final approval to New World Pasta Company and its debtor-
affiliates' request to obtain $45,000,000 secured postpetition
financing on a superpriority basis from Black Diamond Commercial
Finance, LLC, as Agent.

The Debtors disclose that they owe at least $140,896,000 under the
Prepetition Credit Agreement with BNY Asset Solutions LLC, as
successor to The Bank of Nova Scotia, as administrative agent for
the prepetition lenders.  The Prepetition Junior Lenders assert
that, as of the Petition Date, the aggregate principal amount of
all indebtedness owed by the Debtors to them is $152,398,000.

To secure the prepetition indebtedness, the Debtors executed
certain security agreements, pledge agreements and mortgages and
other agreements to which the Debtors granted security interests
and senior liens in and upon substantially all of their assets.  
The Prepetition Senior Liens are senior and superior to the
Prepetition Junior Liens, if any junior liens are binding,
enforceable and properly perfected.

The Debtors tell the Court that they do not have sufficient
available sources of working capital and financing to carry on the
operation of their businesses without the use of the postpetition
financing. Their ability to maintain business relationships with
their vendors and suppliers so that they may be able to purchase
new inventory and finance their operations is essential to their
continued viability and ability to restructure successfully.

Given the Debtor's current financial condition and capital
structure, the debtors have attempted but are unable to obtain
unsecured credit allowable under Sections 503(b)(1), 364(a),
364(b), or 364(c) of the Bankruptcy Code.

The Lenders have consented to the Debtors' entering into the
financing agreements in which they have an interest.

The Court finds that the terms of the Postpetition Credit
Agreement are fair and reasonable, reflect the Debtors' exercise
of prudent business judgment consistent with their fiduciary
duties, and are supported by reasonably equivalent value and fair
consideration.

The Postpetition Agent and Lenders are granted security for the
repayment of all Postpetition Indebtedness as valid, binding,
enforceable, first priority and perfected security interests and
liens in all properties and assets of the Debtors.

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: Court Stretches Lease Decision Time to Jan. 5
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania,
gave New World Pasta Company and its debtor-affiliates more time
to decide whether to assume, assume and assign, or reject their
unexpired nonresidential real property leases.  The Debtors have
until January 5, 2005, to make their lease-related decisions.

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: Discontinues Filing SEC Reports
------------------------------------------------
New World Pasta Company is not required to file periodic and other
such reports with the Securities and Exchange Commission, under
the Securities Exchange Act, since it has less than 300 holders of
its 9-1/4% Senior Subordinated Notes due 2009, and it has no other
class of securities for which it is required to file reports under
the Securities Exchange Act. In light of its recent filing of a
voluntary petition seeking reorganization under Chapter 11 of the
U. S. Bankruptcy Code, and the cost associated with preparing
periodic and other reports for filing with the Securities and
Exchange Commission, New World Pasta Company will discontinue
filing such reports.

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.


NEXPAK CORPORATION: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: NexPak Corporation
             3475 Forest Lake Drive, Suite 200
             Uniontown, Ohio 44685

Bankruptcy Case No.: 04-63816

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      AEI Acquisition LLC                        04-63817
      Atlanta Precision Molding Co., LLC         04-63818
      EPM Holdings, Inc.                         04-63819
      JMC Acquisition LLC                        04-63820
      NexPak Holdings LLC                        04-63821

Type of Business: The Debtor is the market leader in
                  manufacturing and supply of standard and
                  custom packaging for DVD, CD, video, audio,
                  and professional media formats.
                  See http://www.nexpak.com/

Chapter 11 Petition Date: July 18, 2004

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsels: Ryan Routh, Esq.
                   Shana F. Klein, Esq.
                   Jones Day
                   901 Lakeside Avenue
                   Cleveland, OH 44114
                   Tel: 216-586-3939
                   Fax: 216-579-0212

Estimated Assets as of March 30, 2004: approx. $101 Million

Estimated Debts as of March 30, 2004:  approx. $209 Million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Foothill Group, Inc.          Bank Loan             Undetermined
2450 Colorado Ave.,           (Deficiency
Suite 3000W                   Claim)
Santa Monica, CA 90404

Chevron Phillips Chemical     Trade Debt              $2,823,985
Company, LP
P.O. Box 96001
Chicago, IL 60693

BP Amoco                      Trade Debt              $1,671,922
150 West Warrenville
Mail Code CS-3
Naperville, IL 60563

Atofina Petrochemicals, Inc.  Trade Debt              $1,154,617
P.O. Box 932437
3585 Atlanta Avenue
Hapeville, GA 30354

O'Melveny & Myers, LLP        Fees                      $543,341
30 Rockefeller Plaza
New York, NY 10112

ACOT USA Corp.                Trade Debt                $413,673
1204 W. Industrial Park Dr.
Nogales, AZ 85621

Deutsche Bank Securities,     Consulting Fees           $387,563
Inc.
222 South Riverside Plaza
29th Floor
Chicago, IL 60606

Andercraft De Mexico S.A.     Trade Debt                $317,660
Cerrada Via De La Produc
#84 Parque Indust. Pisma 111
Mexica Li BCN 21397

American Profol, Inc.         Trade Debt                $237,252

Tollman Spring Company, Inc.  Trade Debt                $147,739

JB Hunt Transport Services,   Trade Debt                $105,165
Inc.

Kuehne & Nagel, Inc.          Trade Debt                 $96,531

Contech, Inc.                 Trade Debt                 $59,795

F&S Carton Company            Trade Debt                 $52,685

AFCO                          Insurance Premium          $52,548
                              Financing

Ponica Industries Corp.       Trade Debt                 $49,248

Wayne Battle Lumber Co, Inc.  Trade Debt                 $43,290

Pallet One of Florida         Trade Debt                 $42,071

Unisource                     Trade Debt                 $41,576

USF Holland                   Trade Debt                 $32,458

Selinsky Bros. Inc.           Trade Debt                 $29,906

Compressed Air Products       Trade Debt                 $29,280

Toray Plastics America, Inc.  Trade Debt                 $27,731

Nestal Machinery, Inc.        Trade Debt                 $27,439

Forward Electronics           Trade Debt                 $24,101
Manufacturing, Co.

Morris Trucking Corp.         Trade Debt                 $22,383

C.H. Robinson Company         Trade Debt                 $19,932

Yellow Transportation         Trade Debt                 $19,327

Dubois Limited                Royalty Payments      Undetermined

Altek, Inc.                   Contract Claim        Undetermined


NORTHLAND FUNDING: S&P Downgrades Class B Note Rating to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2 and B notes issued by Northland Funding I Ltd. and
removed them from CreditWatch with negative implications, where
they were placed March 30, 2004. Northland Funding I Ltd. is an
arbitrage CBO transaction collateralized primarily by investment-
grade bonds and managed by TCW Asset Management Co. At the same
time, the 'AAA' rating assigned to the class A-1 notes is affirmed
due to the level of overcollateralization available to support the
notes.
     
The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the class A-2 and B
notes since the transaction was originated in December 2001. These
factors include a negative migration in the overall credit quality
of the assets within the collateral pool, and the fact that the
transaction is not in compliance with Standard & Poor's CDO
Monitor Test, a measure of the amount of credit quality in a
current portfolio to support the ratings assigned to the
liabilities.

Standard & Poor's has reviewed the results of current cash flow
runs generated for Northland Funding I Ltd. to determine the level
of future defaults the rated notes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.
Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned reflect the credit
enhancement available to support the rated notes.
   
                     Ratings Lowered And
             Removed From Creditwatch Negative

               Northland Funding I Ltd.

                          Rating
               Class    To      From
               A-2      AA-     AA/Watch Neg
               B        BB+     BBB/Watch Neg
    
                      Rating Affirmed

               Northland Funding I Ltd.
   
               Class    Rating
               A-1      AAA


NUCENTRIX: Digital Broadcast Acquires Sizable Block of Bandwidth
----------------------------------------------------------------
Digital Broadcast Corporation has recently completed a substantial
acquisition of licensed frequencies in the 2.5 to 2.7 GHz range
bandwidth (MMDS/ITFS) from Nucentrix Broadband Networks, Inc.
(Pink Sheets: NCNXQ) through the federal bankruptcy court in the
northern district (Dallas) of Texas.

The frequencies cover 24 mid tier markets in Texas, Oklahoma,
Kansas and Illinois creating an additional footprint in the mid
United States. The acquisition adds another 3 million potential
customers to the company's already existing national footprint.

"We are in negotiations with every major player in the industry as
a result of the passage of the FCC's new BandPlan in the 2.5 to
2.7 GHz", says Chief Operating Officer, Gary Nerlinger.

DBC, who is the only digital wireless video provider utilizing
this bandwidth, is leasing, buying, swapping and selling from
other licensees in order to maximize the value of the new band
plan. The FCC has mandated a complete reorganization of the
frequency band of the 2.5 to 2.7 GHz range across the country.

As previously reported, DBC became a super magnet for the
bandwidth due to its exclusive super high compression ratio
technology solutions, from its technology partners, Scopus Network
Technology. With the FCC's approval of the new bandwidth it has
become official. DBC has become the only magnet for this extremely
valuable bandwidth in the new midband (7 high powered channels)
allocated solely for digital wireless television. DBC is the only
company that has exclusive rights to the patented super high ratio
compression with statistical multiplexing (30:1 effective
compression) technology which turns this bandwidth into viable and
substantial revenue source.

                           About DBC

The Company is the only remaining commercial national video
provider and beneficiary of the new midband swatch of frequencies.
The admission of the FCC along with the industry that it took a
total reorganization of the bandwidth was a primary factor in
allowing DBC to launch the most superior digital wireless platform
ever created. While DBC has lined up the necessary joint venture
capital financing, and investment banking capital. DBC can now
proceed unimpeded due to the clear path that is now provided by
the new BandPlan. In fact, in his statement of June 10, 2004, FCC
Commissioner Michael J. Copps offered these comments. "So now our
ITFS/MMDS licensees can fully demonstrate to the commission that
with this stability they will build out their systems. Many
licensees are already doing incredible work in making efficient
and intensive use of the spectrum. Others are not, but now they
have the opportunity and the obligation to do so. The Wireless
Bureau of the FCC has been tasked on progress on the transition
and on the intensity of use in the bands".

                     About Nucentrix

Nucentrix Broadband Networks, Inc. provides broadband wireless
Internet services using radio spectrum licensed by the Federal
Communications Commission. This spectrum commonly is
referred to as MMDS (Multichannel Multipoint Distribution Service)
and ITFS (Instructional Television Fixed Service). Nucentrix is
the third largest holder of MMDS and ITFS spectrum in the U.S.
Nucentrix holds the rights to an average of approximately 128 MHz
of MMDS and ITFS spectrum, covering over 8 million households in
over 90 primarily medium and small markets across Texas, Oklahoma
and the Midwest. Nucentrix also holds licenses for 20 MHz of WCS
(Wireless Communications Services) spectrum at 2.3 GHz covering
over 2 million households, primarily in Texas.


OMEGA HEALTHCARE: Declares Common and Preferred Stock Dividends
----------------------------------------------------------------
Omega Healthcare Investors, Inc.'s (NYSE:OHI) Board of Directors
declared a common stock dividend of $0.18 per share as well as the
regular quarterly dividends for its series B and D preferred
stock.

                       Common Dividends

The Company's Board of Directors announced a common stock dividend
of $0.18 per share. The common stock dividend will be paid August
16, 2004 to common stockholders of record on July 30, 2004. At the
date of this release the Company had approximately 46.6 million
common shares outstanding.

                      Preferred Dividends

The Company's Board of Directors also declared its regular
quarterly dividends for its series B and D preferred stock to
preferred stockholders of record on July 30, 2004. Series B and
Series D preferred stockholders of record on July 30, 2004 will be
paid dividends in the amount of $0.53906 and $0.52344, per
preferred share, respectively, on August 16, 2004. The liquidation
preference for each of the Company's Series B and D preferred
stock is $25.00. Regular quarterly preferred dividends represent
dividends for the period May 1, 2004 through July 31, 2004 for
both the Series B and Series D preferred stock.

                        About the Company

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry. At June 30, 2004, the
Company owned or held mortgages on 205 skilled nursing and
assisted living facilities with approximately 21,900 beds located
in 29 states and operated by 39 third-party healthcare operating
companies.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to Omega Healthcare Investors Inc.'s
issued $200 million 7% senior notes due April 2014.

Concurrently, the senior unsecured debt rating is raised to 'BB-'
from 'B' and removed from CreditWatch positive, where it was
placed March 5, 2004.

Additionally, the rating on the preferred stock is raised to 'B'
from 'B-' and removed from CreditWatch positive, where it was also
placed March 5, 2004. The rating actions affect $526 million of
rated securities. The outlook is stable.


OMEGA HEALTHCARE: 2nd Quarter Earnings Call Scheduled for Tuesday
-----------------------------------------------------------------
Omega Healthcare Investors, Inc., (NYSE:OHI), scheduled to release
its earnings results for the quarter ended June 30, 2004, on
Tuesday, July 27, 2004. In conjunction with its release, the
Company will be conducting a conference call on July 27, 2004, at
10 a.m. EDT to review its second quarter 2004 results and current
developments.

To listen to the conference call via webcast, log on to
http://www.omegahealthcare.com/and click the "earnings call" icon  
on the Company's homepage. Webcast replays of the call will be
available on the Company's website for at least two weeks
following the call. Additionally, a copy of the earnings release
will be available on the "news releases" section of the Company's
website.

                        About the Company

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry. At June 30, 2004, the
Company owned or held mortgages on 205 skilled nursing and
assisted living facilities with approximately 21,900 beds located
in 29 states and operated by 39 third-party healthcare operating
companies.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to Omega Healthcare Investors Inc.'s
issued $200 million 7% senior notes due April 2014.

Concurrently, the senior unsecured debt rating is raised to 'BB-'
from 'B' and removed from CreditWatch positive, where it was
placed March 5, 2004.

Additionally, the rating on the preferred stock is raised to 'B'
from 'B-' and removed from CreditWatch positive, where it was also
placed March 5, 2004. The rating actions affect $526 million of
rated securities. The outlook is stable.


OMI CORPORATION: Says Q2 2004 Net Income is Highest Ever to Date
----------------------------------------------------------------
OMI Corporation (NYSE: OMM) a major international tanker owner and
operator reported net income of $30,312,000 for the second quarter
ended June 30, 2004. Net income for the second quarter ended June
30, 2003 was $25,440,000. For the six months ended June 30, 2004
net income was $86,721,000. Net income for the six months ended
June 30, 2003 was $51,168,000. Net income for the first half of
2004 was higher than net income reported in each of the prior full
fiscal years since the Company's inception in 1998.
      
Net income without non-recurring item is presented to provide
additional information with respect to the Company's ability to
compare from period to period vessel operating revenues and
expenses and general and administrative expenses without non-
recurring losses such as the amount written off in June 2004
relating to the termination of the stand still agreements in
relation to the Stelmar transaction. While Net income without non-
recurring items is frequently used by management as a measure of
the vessels operating performance in a particular period it is not
necessarily comparable to other similarly titled captions of other
companies due to differences in methods of calculations. Net
income without non-recurring losses should not be considered an
alternative to net income or other measurements under generally
accepted accounting principles.

Revenue of $97,934,000 for the three months ended June 30, 2004
increased $20,008,000 or 26 percent compared to revenue of
$77,926,000 for the three months ended June 30, 2003. Revenue of
$224,572,000 for the six months ended June 30, 2004 increased
$62,861,000 or 39 percent compared to revenue of $161,711,000 for
the six months ended June 30, 2003.

Craig H. Stevenson, Jr., Chairman and Chief Executive Officer of
the Company commented that "we are once again very pleased to
announce another record for OMI. We achieved record net income for
the first half of the year in comparison to prior fiscal years in
our history. By staying focused on our core businesses and
steadily increasing our tonnage for modern double hulled vessels
through strategic acquisitions, we will have successfully
implemented our plan to better serve our customers and enhance
value to our shareholders. Recently, we have made significant
capital expenditures for 14 vessels, yet our cash flow is
sufficient to pay dividends and our Balance Sheet remains strong.
These acquisitions by year end will reduce the average age of our
fleet to approximately four years and to approximately three years
when the Vessels Held for Sale are excluded. We continue to see
strong rates in the third quarter, significantly higher than 2003
third quarter rates, and more importantly higher than the second
quarter of 2004. The third quarter is usually seasonally weak so
its present strength is a sign of continued significant demand
growth. We have fixed approximately 50% of our current Suezmax
fleet at an average TCE rate of $47,000 per day, significantly
higher than the second quarter average TCE rate of $43,415 per
day. We anticipate rates to remain strong throughout the rest of
this year and next."

               Recent Activities and Other Highlights

                           Operational

   -- Acquired three 2004 built vessels in July; one vessel
      continued an existing time charter upon delivery. We
      continued to expand our fleet through our most recent
      purchase of seven vessels (six modern double hull Suezmax
      vessels and one product carrier); two Suezmax vessels and
      one product carrier were delivered, one Suezmax vessel is
      scheduled to be delivered in July and three in August, and
      seven newbuilding contracts for product carriers, which are
      to be delivered between 2004 and 2006 (See Capital
      Expenditures for Vessel Acquisitions and Fleet Report).

   -- In April and July of 2004, OMI took delivery of two 37,000
      dwt 1A ice-class product carriers, both of which began five
      year time charters with profit sharing upon delivery.

   -- During June 2004, a time charter contract for a handysize
      product carrier was extended for one year to December 2005.

   -- In May and June 2004, we sold two of our single hull Panamax
      vessels (VOLGA built in 1981 and ELBE built in 1984).

   -- In June 2004, our remaining single hull Panamax vessel (NILE
      built in 1981) was contracted to be sold for scrap and is
      classified as held for sale at its book value at June 30,
      2004. Delivery is scheduled in the third quarter of 2004.

   -- We are expanding our chartering operations to include an
      office in London, which will begin operating in the third
      quarter.

   -- During the third quarter of 2004, OMI appointed a Director
      of Environmental Compliance to oversee internal compliance
      with applicable environmental laws and regulations.

                        Financial

   -- In the second quarter of 2004, time charter equivalent
      rates for OMI's Suezmax fleet improved over the comparable
      second quarter of 2003. The following table reflects the
      improvement in average daily TCE rates earned in the spot
      market by our Suezmax fleet during the second quarter and
      year-to date 2004 as compared to the same periods in 2003:

          2nd Qtr.   2nd Qtr.  Percent    YTD      YTD    Percent
             2004      2003    Increase   2004     2003   Increase
__________________________________________________________________
Suezmax
Tankers     $43,415   $38,053    14%    $52,984  $41,732   27%
__________________________________________________________________

   -- On June 29, 2004, OMI issued 12,204,000 of common stock and
      we received approximately $139,213,000 in proceeds.

   -- On June 4, 2004, OMI declared a dividend to shareholders of
      record on June 24, 2004 of $0.05 per share, which was paid
      on July 14, 2004.

                        Market Overview

                    Suezmax Tanker Overview

The strong tanker market continued in the second quarter of 2004,
and the average TCE for Suezmax tankers in the West Africa to U.S.
trade, though lower than the peak preceding quarter level, was
substantially higher compared to the rate in the same quarter of
last year, and the highest level for this period since at least
1990. In addition, the average rate in the first half of 2004 was
the highest level for this period since at least 1990. The crude
tanker market strength has been the result of higher world oil
demand due to improving world economic activity especially in the
U.S., China and South East Asia, a tight U.S. natural gas market,
and the decline of the U.S. Dollar. Furthermore, the tanker market
is benefiting from a switch of combined carrier tonnage into the
strong dry bulk sector, and more long-haul Middle East OPEC oil
replacing the loss of Iraqi oil production through a pipeline to
the Mediterranean and the persistent shortfall of oil production
in Venezuela, notwithstanding an increase in the world tanker
fleet. Freight rates in the crude tanker market have continued to
be strong thus far in the third quarter of 2004.

The average OPEC oil production in the second quarter of 2004
totaled about 28.1 million barrels per day, an average increase of
1.5 million b/d compared to the same period last year. Most of
OPEC's oil production growth came from the long-haul Middle East.
OPEC oil producers last February announced a reduction to their
oil production quotes to 23.5 million b/d (excluding Iraq),
beginning April 1, 2004. However, OPEC decided in its early June
2004 meeting to increase its quota by 2.0 million b/d, up to 25.5
million b/d (excluding Iraq), beginning on July 1, 2004, and to
implement an additional 0.5 million b/d on August 2004. The OPEC
quota increase was the result of tight oil markets and very high
oil prices, relatively low oil inventories, and the expected
strong world oil demand growth in the second half of the year.
Currently, OPEC oil production, including Iraq, is estimated at
about 28.5 million b/d, well above its quota and 1.8 million b/d
more than the year ago level, with most of the gain in the long-
haul Middle East, affecting positively the oil tanker market.

World oil demand in the second quarter of 2004, though lower than
the preceding quarter due to seasonality, was substantially higher
than the level prevailing in the same period of last year. World
oil demand is expected to be strong in the second half of 2004 due
to increasing world economic activity, especially in the United
States, Latin America, China and Southeast Asia, and the usual
seasonal oil demand gains late in the year.

Total commercial crude oil and petroleum products inventories in
the United States, Western Europe and Japan at the end of June
2004 were about 20 million barrels, or 1.0% lower than the year
earlier level, and 2.9% below the average of the last five years.
At the same time, crude oil inventories were marginally higher and
petroleum products inventories were 4.7% below the average of the
last five years, respectively. Oil inventories are expected to
decrease in the second half of the year, and by year-end to be
below the end 2003 level.

The world tanker fleet totaled 298.4 million deadweight tons at
the end of the second quarter of 2004, an average increase of 9.2
million dwt or 3.2% from the year-end 2003 level. The tanker
orderbook totaled about 83.3 million dwt, or 27.9% of the existing
fleet at the end of the second quarter of 2004. Approximately 12.6
million dwt are for delivery in 2004, 30.9 million dwt in 2005,
21.7 million dwt in 2006 and most of the balance in 2007. The
tanker orderbook includes 80 Suezmaxes of about 12.6 million dwt
or 32.2% of the existing internationally trading Suezmax tanker
fleet.

The accelerated phase-out of single-hull tankers due to new
International Maritime Organization and European Union regulations
is expected to moderate the effect of the relatively large tanker
orderbook. At the end of June 2004, approximately 38.6 million dwt
or 12.9% of the total tanker fleet was 20 or more years old,
including 16.1 million dwt or 5.4% of the fleet which was 25 or
more years old. Furthermore, 16 Suezmaxes were 20 or more years
old, including 7 which were 25 or more years old.

Tanker sales for scrap and for Floating Production Storage
Offloading conversion totaled about 6.4 million dwt in the first
half of 2004, including eight Suezmaxes and seven VLCCs. Tanker
deletions are likely to be high in the next few years given the
age profile of the tanker fleet and stricter regulations.

The EU adopted new tanker regulations which commenced on October
21, 2003. In response to the EU regulations, the IMO adopted new
strict tanker regulations which will commence on April 5, 2005.
These regulations primarily prevent single-hull tankers of 5,000
dwt and above from carrying heavy fuel oil from early April 2005,
accelerate the phase-out of single-hull tankers to 2010, in line
with EU rules, and force all single-hull tankers to comply with
the Condition Assessment Scheme ("CAS") from the age of 15 years,
commencing in 2005. Finally, tankers with only double sides or
double bottoms will be allowed to operate beyond 2010, provided
that these tankers were in service on July 1, 2001. Such tankers
will not be allowed to operate beyond the date on which they
become 25 years of age after the date of delivery.

At the end of the second quarter of 2004, there were about 109.4
million dwt of tankers or 36.7% of the total tanker fleet which
will be affected by these regulations.

                     Product Tanker Overview

Freight rates in the product tanker market in the second quarter
of 2004 continued at high levels, and the average spot TCE for
handysize product tankers in the Caribbean, though lower than the
peak preceding quarter level, was higher than last year. In
addition, the average rate in the first half of 2004 was the
highest level for this period since at least 1990. The product
tanker market improvement was the result of increasing world
economic activity especially in the U.S., China and Southeast
Asia, a tight U.S. gas market and relatively low oil product
inventories, notwithstanding a substantial increase of the world
product tanker fleet. Freight rates in the product tanker market
have continued at high levels thus far in the third quarter of
2004.

The world product tanker fleet totaled about 56.3 million dwt at
the end of the second quarter of 2004, an average increase of
about 6.4% from the year-end 2003 level. The product tanker
orderbook for delivery over the next few years totals about 23.8
million dwt, or about 42.3% of the existing product tanker fleet
at the end of the second quarter of 2004. Approximately 4.5
million dwt are for delivery in 2004, 8.9 million dwt in 2005, 6.8
million dwt in 2006 and most of the balance in 2007. At the end of
the second quarter of 2004, approximately 12.2 million dwt or 21.7
% of the existing fleet was 20 or more years old. The orderbook
for handysize and handymax product tankers at the end of the
second quarter of 2004 totaled about 9.7 million dwt or 29.3% of
the existing handysize and handymax product tanker fleet.

Total commercial inventories of oil products in the United States,
Western Europe and Japan at the end of June 2004 were 44 million
barrels or 3.3% lower than the same time a year ago, and 4.7%
below the average of the last five years. At the same time,
gasoline inventories in these areas were about 3.0% and 5.3% below
year ago and last five years average, respectively, and at the
lowest level in the last fifteen years.

The tanker market is expected to benefit from higher world oil
demand due to improving world economic activity, especially in the
U.S., Latin America, China and Southeast Asia, higher oil
production by the long-haul Middle East OPEC members, relatively
low oil inventories, possible disruptions due to political
instability in short-haul oil producers Venezuela and Nigeria and
stricter tanker regulations by IMO and the European Union.

               Time Charter Equivalent Revenue

TCE revenue comprises revenue from vessels operating on time
charters and voyage revenue less voyage expenses from vessels
operating in the spot market. TCE revenue is used to measure and
analyze fluctuations between financial periods and as a method of
equating TCE revenue generated from a voyage charter to time
charter revenue. TC revenue is earned by vessels under contract
for a specific period of time with duration usually greater than
one year. The Company earned TCE revenue of $83,384,000 for the
three months and $194,451,000 for the six months ended June 30,
2004 and $66,390,000 for the three months and $137,860,000 for the
six months ended June 30, 2003.

During the second quarter of 2004, 37 percent or $31,097,000 of
our TCE revenue was earned by vessels operating on TC and 63
percent or $52,287,000 of our TCE revenue was earned by vessels
operating on voyage charters in the spot market. The TC revenue
was $2,354,000 higher for the three months ended June 30, 2004
compared to the respective 2003 period, primarily because of 284
additional operating days from four newbuildings that began TCs
(two in 2004 and two in the second quarter of 2003). However, the
percent of TCE revenue earned by vessels on TC to total TCE
revenue declined in 2004 from 43 percent for the second quarter
2003 to 37 percent because the spot market was stronger in 2004.
There was an increase of 39 percent or $14,760,000 in TCE revenue
earned by vessels operating in the spot market during the three
months ended June 30, 2004 compared to the comparable period in
2003.

For the six months ended June 30, 2004, 31 percent or $60,879,000
of our TCE revenue was earned by vessels operating on TC and 69
percent or $133,572,000 of our TCE revenue was earned by vessels
operating on voyage charters in the spot market. The TC revenue
was $8,039,000 higher for the six months ended June 30, 2004
compared to the respective 2003 period, primarily because of 632
additional operating days from six newbuildings that began TCs
(two in 2004 and four in 2003). However, the percent of TCE
revenue earned by vessels on TC to total TCE revenue declined in
2004 from 38 percent for the first half of 2003 to 31 percent
because the spot market was stronger in 2004. There was an
increase of 57 percent or $48,599,000 in TCE revenue earned by
vessels operating in the spot market during the six months ended
June 30, 2004 compared to the comparable period in 2003.

Our business strategy is to blend long-term contract revenue at
attractive rates with the ability to capture additional earnings
in strong spot markets with the Suezmax tanker fleet and certain
of our product carriers with profit sharing arrangements
(currently five of the product carriers are on time charters with
profit sharing; there will be three more when certain vessels are
delivered in 2004 and 2005). These profit sharing arrangements
enable us to benefit from strong tanker markets while protecting
our downside. All of our contracts that have profit sharing
arrangements have a floor rate and profit sharing without a cap.
Currently, 24 of our 38 vessels operate on time charters
(including the two time charters on vessels acquired in July).
During 2004, contracts for four vessels expiring in 2004 were
extended; two have been extended at a fixed rate. Although most of
our vessels operate on time charters, the majority of our tonnage
(approximately 69 percent), including all but one of our
Suezmaxes, operates in the spot market, giving us the ability to
take advantage of high rates.

TCE revenue increased during the three and six months ended June
30, 2004 compared to the three and six months ended June 30, 2003
primarily as a result of improvement in the market (see Market
Overview and detailed fleet schedules) and additional operating
days.

There were additional operating days during 2004 as a result of
vessels acquired:

   -- Suezmax fleet on spot charters-- acquired two second hand
      vessels in August 2003 increasing the fleet's operating days
      by 182 in the second quarter and 364 days in the first half
      of 2004. Two vessels that began operating in the Gemini
      Suezmax tanker pool in December 2003 also increased the
      fleet's operating days by 182 in the second quarter and 364
      days in the first half of 2004.

   -- Product carriers--acquired six newbuildings delivered in
      January, March, April and July 2003 and February and April
      2004, which contributed an increase of 284 operating days
      for the second quarter of 2004 compared to the second
      quarter of 2003 and an increase of 632 operating days for
      the first half of 2004 compared to the first half of 2003.

TCE revenue declined for product carriers operating on spot
resulting from the disposal of five vessels, two in April, one in
October and two in November 2003.

Vessel expenses and charter hire expense increased $7,263,000 for
the three months and $16,803,000 for the six months ended June 30,
2004. Charter hire expense increased $6,084,000 for the three
months and $16,382,000 for the six months ended June 30, 2004
compared to the same periods in 2003, primarily for the charter
hire expense for the two vessels that commenced operating in the
Gemini Suezmax pool (see discussion of Gemini Pool). Vessel
expenses increased $1,179,000 for the three months and $421,000
for the six months ended June 30, 2004 compared to the same
periods in 2003, primarily as a result of vessels acquired offset
by a reduction in vessel expenses for the disposal of the older
single hull vessels, which had higher operating costs than the
newbuildings acquired. Compared to the same periods in 2003,
depreciation and amortization expense decreased $211,000 during
the three months and increased $1,053,000 during the six months
ended June 30, 2004. There were increases in depreciation expense
in both periods (there was a decrease in depreciation expense in
addition to the increase, as mentioned previously) because of the
acquisition of vessels and reductions to depreciation expense
relating to the five vessels disposed of in 2003 and four vessels
held for sale (two of which were sold in June) during 2004.

                        Gemini Pool

In December 2003, OMI began operating Gemini Tankers, which is a
wholly owned subsidiary of OMI. Gemini is a pool for double hulled
Suezmax vessels. Currently, there are 12 Suezmax vessels (10 from
OMI and two from a European shipowner) operating in the pool. The
earnings of the pool are allocated to the pool members by an
agreed upon formula. The revenues and expenses (included primarily
as charter hire expense) of Gemini are consolidated into OMI and
are reflected in the results for the three and six months ended
June 30, 2004. Since Gemini did not commence until December 2003,
there was no effect on the first half of 2003.

               Liquidity and Capital Expenditures

Cash and cash equivalents of $256,201,000 at June 30, 2004
increased $207,413,000 from $48,788,000 at December 31, 2003. In
June, we raised cash by selling 12,204,000 shares of common stock
which generated proceeds of $139,213,000. In addition, we drew
down $70,000,000 from our revolving credit facilities in
anticipation of the initial payments in July for the purchase
agreements (see Capital Expenditures for Vessel Acquisitions). Net
cash provided by operating activities of $123,742,000 for the six
months ended June 30, 2004 increased $39,811,000 compared to
$83,931,000 for the six months ended June 30, 2003.

Our debt to total capitalization (debt and stockholders' equity)
at June 30, 2004 was 44 percent and net debt (total debt less cash
and cash equivalents) to total net capitalization (total
capitalization less cash and cash equivalents) was 30 percent. We
expect to use undrawn balances available to us through our
revolving credit facilities and additional bank debt to finance
capital expenditures as discussed below.

                  Contracted Time Charter Revenue

The contracted TC revenue schedule below does not include any
estimates for profit sharing in the future periods; however,
profit sharing of $2.6 million earned by two vessels during the
first half of 2004 is included. We have reduced future contracted
revenue for any estimated off-hire days relating to drydocks.

                     Capital Expenditures

                        2004 Drydocks

OMI evaluates certain vessels to determine if a drydock, special
survey, both a drydock combined with a special survey or a
postponement is appropriate for each vessel. On a regular basis we
have certain vessels inspected and evaluated in anticipation of a
drydock during the year. Currently, we anticipate drydocking six
vessels during the second half of 2004 for an estimated aggregate
cost of $4,100,000, and the vessels could incur approximately 135
off-hire days.

            Capital Expenditures for Vessel Acquisitions

During June 2004, OMI signed agreements with Athenian and Arcadia,
which included the purchase of seven vessels and seven product
carriers under construction. Four vessels (three Suezmaxes and one
product carrier) are scheduled for delivery in July and three
Suezmax vessels will be delivered in August. OMI will pay
$455,300,000, in aggregate, in July and August for these two
transactions upon the delivery of each vessel. The payments for
the construction contracts are discussed below.

At June 30, 2004, OMI had commitments with a shipyard to construct
six vessels; five handysize and one handymax 1A ice class product
carriers (including the vessel to be delivered in July 2004) and a
commitment with Athenian to purchase the construction contracts
(from the same shipyard) for seven handysize product carriers with
total contract costs for the 13 vessels aggregating $449,140,000.
As of June 30, 2004, $31,894,000 of payments has been made to the
shipyard. Upon the closing of the Athenian transaction in July,
OMI paid Athenian $98,393,000 for the seven construction contracts
and will pay the remaining balance to the shipyard in accordance
with the yard schedule of installment payments. Cash, undrawn
debt, bank financing and/or operating cash flow will provide most
of the additional amounts to be paid. We have also obtained an
unsecured $250 million bridge loan to finance the initial payments
and until we finalize long-term financing for the vessels. One
vessel, which we had contracted for in 2003, will be delivered on
July 23, 2004, and two more will be delivered October and November
of 2004. Five vessels will be delivered in 2005 and five in 2006.
Three of the vessels will begin five year time charters upon
delivery. As of June 30, 2004, future construction and delivery
payments aggregate approximately $417,246,000 (before financing)
as follows (in thousands):

                                 Year      Payments
                                 ----      --------
                                 2004      $176,920
                                 2005       140,088
                                 2006       100,238
                                           --------
     Total Remaining Payments              $417,246
                                           ========

(1) Includes payment of $98,393,000 upon the closing on July 8,
    2004 for the seven Athenian vessels under construction.

(2) Includes payment of $16,884,000 in July 2004 for the
    delivery of the SAONE.

                   About OMI Corporation   
   
OMI is a major international owner and operator of crude oil  
tankers and product carriers. Its fleet currently comprises 36  
vessels, primarily Suezmaxes and product carriers, aggregating 3.0  
million deadweight tons. The Company currently has 23 of its  
vessels on time charter. OMI currently has on order five 37,000  
and one 47,000 dwt ice class 1A product carriers. Two vessels are  
scheduled to be delivered in 2004, three in 2005 and the last in  
2006.  
                        *   *   *   
   
As reported in the Troubled Company Reporter's June 11, 2004   
edition, Standard & Poor's Ratings Services affirmed its 'BB'   
corporate credit rating and its other ratings on OMI Corporation    
and removed all the ratings from CreditWatch, where they were    
placed on May 28, 2004. The removal from CreditWatch followed    
OMI's announcement that it had withdrawn its offer to acquire    
unrated Stelmar Shipping Ltd. The outlook is stable. Stamford,   
Connecticut-based OMI has $613 million in lease-adjusted debt.   
   
"The improved tanker market, even if it weakens somewhat, should   
enable the company to maintain its credit profile," said Standard   
& Poor's credit analyst Kenneth Farer. "However, ratings upside   
potential is limited because of the ongoing fleet renewal program   
and participation in the competitive and cyclical tanker market."


OWENS CORNING: Babcock Futures Rep. Asks Court to Quash Subpoena
----------------------------------------------------------------
Eric D. Green is the duly appointed Future Asbestos Claimants
Representative in the bankruptcy cases involving The Babcock &
Wilcox Company pending before the United States Bankruptcy Court
for the Eastern District of Louisiana.

On June 14, 2004, Mr. Green was served a deposition subpoena and
a subpoena duces tecum.  Mr. Green was to produce documents,
which refer to Professor Francis E. McGovern and to the proposed
FAIR Act bankruptcy legislation and the Fibreboard Settlement
Trust.

Mr. Green wants Judge Fitzgerald to quash the subpoenas.

Sharon Cormack Mize, Esq., at Sessions, Fishman & Nathan, LLP, in
New Orleans, Louisiana, observes that neither the Subpoena nor
the cover letter identifies the party who requested the subpoena
or the pending contested matter.  Although the subpoena and the
cover letter are signed by law firms in Delaware and Washington,
D.C., Mr. Green is not a party to Owens Corning's bankruptcy
cases and does not know which party the law firms represent.  

The discovery requests seek information concerning Professor
McGovern.  If the discovery requests are in connection with the
request to disqualify Professor McGovern as mediator in the
Debtors' proceedings, the motion and the discovery requests are
moot.  Professor McGovern withdrew as mediator effective June 30,
2004.

To the extent discovery requests seek information concerning Mr.
Green's communications with Professor McGovern and other futures
representatives with respect to the proposed FAIR Act bankruptcy
legislation, trust distribution procedures and trust claims
processing, the information is irrelevant to the Debtors'
bankruptcy and it is premature.

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


PARMALAT: Milk Products Proposes Alabama Sale Bidding Protocol
--------------------------------------------------------------
Milk Products of Alabama, LLC, asks the Court to establish
competitive bidding procedures so it may identify and select
higher and better offers for its Decatur, Alabama business.  Milk
Products believes that an auction of the Alabama Business
conducted in accordance with the Bidding Procedures will maximize
the Business' value.

Milk Products proposes that the deadline for submitting bids for
the Alabama Business, in whole or in part, will be September 1,
2004.  If needed, Milk Products will conduct an auction on
September 13, 2004.

To qualify, potential purchases must execute a confidentiality
agreement with Milk Products and provide evidence of its
financial ability to purchase the Alabama Business, in whole or
in part, and timely consummate the sale.  Milk Products will send
to each Qualified Bidder a copy of the NDH Purchase Agreement.  
Each Qualified Bidder must produce a markup of the NDH Agreement,
containing the terms of the Qualified Bidder's bid, including the
amount of any other terms of consideration offered for the
Alabama Business.

All Markups must be accompanied by a good faith deposit equal to
10% of the total proposed purchase price, in the form of a
certified check or wire transfer payable to an account designated
by Milk Products.

The NDH Purchase Agreement is a qualified bid.  NDH, however, may
make subsequent bids at the Auction.  NDH may include the Break-
Up Fee and Expense Reimbursement in the amount of any subsequent
bid.  NDH is entitled to credit the amount of the Break-Up Fee
and Expense Reimbursement against the purchase price of the
subsequent bid payable at the Closing.

Milk Products also asks the Court to hold a sale hearing on
September 16, 2004 to consider approval of the sale of the
Alabama Business to NDH or any successful bidder.  Milk Products
will mail notices of the Bid Deadline, the Auction, and the Sale
Hearing to all known creditors.  Milk Products will also publish
the Notices in The Wall Street Journal (National Edition) and The
New York Times (National Edition).

Milk Products will consult the Official Committee of Unsecured
Creditors on a timely basis concerning all acts, decisions or
determinations that Milk Products makes, in connection with the
Bidding and the sale transaction.

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)   


PENN BIOTECH: Reorganizes Operations to Set Up Separate Units
-------------------------------------------------------------
Penn Biotech Inc. (OTCBB:PBOTF) is restructuring its operations
such that its Canadian and Chinese seed potato businesses will be
set up as separate operating subsidiaries, and that the parent
company will become a public holding company. As part of this
process, the Company plans to re-file with the Securities and
Exchange Commission in the U.S. to become a domestic issuer for
reporting purposes.

This organizational structure will allow for each of the company's
operating activities, including those of Traffic - ITS Company
Ltd. when the acquisition is closed, to be in a separate
subsidiary, with the parent offering overall management advice and
financing for the respective companies.

This structure is expected to further the Company's objective of
qualifying to apply for a listing on a senior exchange. As stated
in the CEO Update of July 7th 2004, the Company expects that both
PBI and Traffic ITS will report significant revenues in calendar
year 2005.

Penn Biotech Inc. was incorporated in Vancouver, B.C., Canada in
2002 to advance the biotechnology of the seed potato production
system. The PBI system mass produces seed tubers that are
healthier, cost effective, have more vigour and are more
profitable than the conventional potato production system.

At December 31, 2003, Penn Biotech Inc.'s balance sheet showed a
stockholders' deficit of $287,260 compared to a deficit of $16,215
at December 2002.


PG&E NATIONAL: Niagara Mohawk Wants to File Late Proof of Claim
---------------------------------------------------------------
The transmission of electricity in New York is governed by a
tariff and agreements of the New York Independent System
Operator.  Under the Tariff, the New York ISO provides
transmission owners like Niagara Mohawk Power Corporation with
billing determinants.  Niagara Mohawk issues bills to the users
of its transmission system based on the billing determinants
provided by the New York ISO.  The Tariff also permits the New
York ISO to perform recalculations of, and to make retroactive
adjustments to the billing determinants, which may in turn be
billed to Niagara Mohawk's customers, which includes NEGT Energy
Trading - Power, LP.

On May 7, 2004, the New York ISO notified Niagara Mohawk of
certain recalculations and adjustments aggregating $230,839 for
electricity transmission transactions with ET Power that occurred
during the time period from November 1999 through February 2000.
The New York ISO made the retroactive recalculations and
adjustments in accordance with its Tariff.  Subsequently, Niagara
Mohawk contacted ET Power to advise it of the new claim and to
request its consent to file the new claim.  However, ET Power did
not consent.

For this reason, Niagara Mohawk asks the Court to allow it to
file a late proof of claim for $230,839 against ET Power for the
recent recalculations and adjustments made by the New York ISO.

Matthew W. Cheney, Esq., at Swidler Berlin Shereff Friedman, LLP,
in Washington, D.C., tells the Court that Niagara Mohawk learned
of the new Claim based on the information provided by the New
York ISO in May 2004, which was way after the Claims Bar Date.
Niagara Mohawk had no knowledge of the Claim on the Claims Bar
Date.  Furthermore, the adjustments were not reasonably
foreseeable by Niagara Mohawk because they relate to transmission
system usage more than four years in the past.

Mr. Cheney states that the delay in filing the new claim will not
impact the efficient administration of the Debtor's estate since
the ET Debtors are at an early stage in working together to
formulate a Chapter 11 plan.  Furthermore, an additional $230,839
claim to its $2.5 billion in liabilities already existing will
not prejudice the ET Debtors' ability to formulate a Plan.

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


PLEJ'S LINEN: Committee Turns to Huron for Financial Advice
-----------------------------------------------------------
The Official Unsecured Creditors' Committee appointed in Plej's
Linen Supermarket SoEast Stores, LLC's chapter 11 cases wants to
retain Huron Consulting Group LLC as its financial advisors.

Huron Consulting will assist and advise the Committee in:

   a) determining the Debtors' short-term cash flow requirements
      and availability of assets to support DIP loans;

   b) understanding the Debtors' accounting systems;

   c) monitoring the Debtors' postpetition operating results and
      cash flows;

   d) ascertaining the Debtors' current financial condition;

   e) reviewing historical financial information of the Debtors;

   f) reviewing key employee retention plans;

   g) reviewing proposed financing commitments;

   h) reviewing the Debtors' expense structure and identifying
      opportunities for further reductions;

   i) preparing a liquidation analysis; and

   j) identifying or evaluating strategies to maximize the value
      of the estate, including any proposed sale transactions.

Huron Consulting will also render other bankruptcy and consulting
services, attend hearings and meetings and provide assistance as
necessary.

Huron Consulting will bill the Debtors' estates at its current
hourly rates:

         Designation            Billing Rate
         -----------            ------------
         Managing Directors     $450 to $600 per hour
         Directors              $350 to $495 per hour
         Managers               $310 to $375 per hour
         Associates             $225 to $310 per hour
         Analysts               $150 to $200 per hour

William C.B. Floyd assures the Court that the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Rock Hill, South Carolina, Plej's Linen
Supermarket SoEast Stores LLC, with its debtor-affiliates, are
engaged primarily in two core businesses: retail sale of first
quality program home accessories for bed, bath, window, decorative
and house wares and limited closeout and discontinued
opportunistic merchandise; and wholesale distribution of similar
bed and bath textiles. The Company filed for chapter 11 protection
on April 15, 2004 (Bankr. W.D. N.C. Case No. 04-31383).  John R.
Miller, Jr., Esq., and Paul R. Baynard, Esq., at Rayburn Cooper &
Durham, P.A., represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed both estimated debts and assets of over $10
million.


POTLATCH CORP: Reports Higher Earnings of $49.6M in Second Quarter
------------------------------------------------------------------
Potlatch Corporation (NYSE:PCH) reported significantly higher
earnings for the second quarter of 2004, compared to the second
quarter of 2003, due primarily to continued strength in its wood
products markets.

Improved financial performance from the company's Pulp and
Paperboard and Consumer Products operating segments also
contributed to the positive results, while the Resource segment
posted lower earnings compared to the prior year second quarter.
Second quarter 2003 earnings were positively affected by
significant interest income of $12.5 million from a federal income
tax settlement.

For the second quarter of 2004, the company reported net earnings
of $49.6 million compared to earnings from continuing operations
of $6.8 million for the same period in 2003. Including
discontinued operations, the company earned $6.6 million for the
second quarter of 2003. Net sales for the second quarter of 2004
were $472.6 million, substantially higher than the $368.1 million
recorded in the second quarter of 2003.

Net earnings for the first half of 2004 totaled $71.4 million. The
loss from continuing operations for the first half of 2003 was
$2.1 million. Including discontinued operations, the net loss for
the first half of 2003 totaled $2.9 million. Net sales for the
first half of 2004 were $893.1 million, compared with $702.9
million for 2003's first half.

The Resource segment reported operating income of $6.8 million for
the second quarter of 2004, substantially lower than the $23.5
million earned in the second quarter of 2003. Land sales revenue
totaled $1.1 million in the second quarter of 2004, versus
$14.1 million in the second quarter of 2003. The June 2003 sale of
approximately 15,300 acres of hardwood timberland in Arkansas was
the primary reason for the unfavorable comparison. Lower fiber
sales in Arkansas during the second quarter of 2004 also
negatively affected earnings.

Operating income for the Wood Products segment was $94.4 million
for the second quarter of 2004, a dramatic increase over the $2.3
million earned in the second quarter of 2003. "The conditions that
started the rally in wood products markets during the third
quarter of 2003 -- low interest rates, a strong housing market and
a weaker U.S. dollar -- have continued through the second quarter
of 2004," noted L. Pendleton Siegel, Potlatch chairman and chief
executive officer. "Selling prices for all of the segment's
products were higher when compared to the second quarter of 2003,
especially oriented strand board, which was more than double last
year's price early in the quarter," Mr. Siegel added. Prices began
an expected decline mid-quarter, but still remained at favorable
levels at the end of 2004's second quarter. The higher selling
prices more than made up for lower shipments of oriented strand
board, lumber and particleboard on a quarter-to-quarter
comparison.

The Pulp and Paperboard segment reported operating income for the
second quarter of $5.9 million, versus a loss of $1.2 million for
2003's second quarter. "The segment benefited from higher
paperboard and pulp shipments compared to 2003's second quarter,
as well as higher selling prices for pulp. Additionally, higher
production at both of the segment's facilities, especially the
mill in Lewiston, Idaho, resulted in lower per ton costs," Mr.
Siegel noted. "Pulp prices have steadily improved during the first
half of 2004, and paperboard prices have improved modestly in
recent months," Mr. Siegel added.

The Consumer Products segment incurred an operating loss of $1.2
million during the quarter, smaller than the operating loss of
$5.0 million posted in the second quarter of 2003. "Although
markets for consumer tissue products continued to be very
competitive, segment shipments increased 18% over the second
quarter of 2003, and net selling prices also showed a slight
improvement," Siegel remarked. Both shipment and selling price
measures were positively affected by the rollout of the ultra
towel product manufactured at the company's new Las Vegas tissue
facility. Results for the second quarter of 2003 were adversely
affected by downtime taken on numerous converting lines to reduce
finished goods inventory levels.

Potlatch is a diversified forest products company with timberlands
in Arkansas, Idaho and Minnesota.

                           *   *   *

In its Form 10-Q for the quarter ended March 31, 2004, filed with
the Securities and Exchange Commission, Potlatch Corporation
reports:

                  Liquidity and Capital Resources

"At March 31, 2004, our financial position included long-term debt
of $618.8 million, including current installments on long-term
debt of $0.5 million. Long-term debt at March 31, 2004 (including
current installments) was substantially unchanged from the
December 2003 balance. Stockholders' equity increased $37.4
million, largely due to net earnings of $21.8 million for the
first three months of 2004 and the issuance of treasury stock
totaling $19.8 million, partially offset by dividend payments of
$4.4 million. The ratio of long-term debt (including current
installments) to stockholders' equity was 1.22 to 1 at March 31,
2004, compared to 1.31 to 1 at December 31, 2003.

"We believe that our cash, cash flows from operations and
available borrowings under our current bank credit facility
(including our anticipated extension or replacement of the bank
credit facility) will be sufficient to fund our operations,
capital expenditures and debt service obligations for the next
twelve months. We cannot assure, however, that our business will
generate sufficient cash flow from operations or that we will be
able to extend or replace our current bank credit facility, or
that we will be in compliance with the financial covenants in our
bank credit facility so that future borrowings thereunder will be
available to us. Thus, our ability to fund our operations will be
dependent upon our future financial performance, which will be
affected by general economic, competitive and other factors, many
of which are beyond our control.

"It is our practice to periodically review strategic and
operational alternatives to improve our operating results and
financial position. In this regard, we consider and plan to
continue to consider, among other things, adjustments to our
capital expenditures and overall spending, the restructuring of
our operations to achieve greater efficiencies, and the
disposition of assets that may have greater value to others. There
can be no assurance that we will be successful in implementing any
new strategic or operational initiatives or, if implemented, that
they will have the effect of improving our operating results and
financial position."


QUADRAMED CORPORATION: Completes Tender Offer for 10% Senior Notes
------------------------------------------------------------------
QuadraMed Corporation's (OTCBB:QMDC.OB) previously announced cash
tender offer to purchase any and all of its outstanding 10% Senior
Secured Notes due 2008 expired as of 5:00 p.m. EDT, on Friday,
July 16, 2004. All of the Notes were purchased; for an aggregate
purchase price including accrued and unpaid interest of
approximately $79.3 million.

                 About QuadraMed Corporation

QuadraMed is dedicated to improving healthcare delivery by
providing innovative healthcare information technology and
services. From clinical and patient information management to
revenue cycle and health information management, QuadraMed
delivers real-world solutions that help healthcare professionals
deliver outstanding patient care with optimum efficiency. Behind
our products and services is a staff of more than 850
professionals whose experience and dedication to service has
earned QuadraMed the trust and loyalty of customers at more than
1,900 healthcare provider facilities. To find out more about
QuadraMed, visit http://www.quadramed.com/

At March 31, 2004, QuadraMed Corporation's balance sheet showed a
stockholders' deficit of $19,936,000 compared to a deficit of
$16,883,000 at December 31, 2003.


QWEST COMMS: Arizona Awards 3-Year Multimillion-Dollar Contract
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) is awarded a
three-year, multimillion-dollar contract by the State of Arizona
Department of Administration.

Qwest long-distance services will be available to the state's more
than 400 agencies, counties, municipalities, K-12 schools,
libraries, universities and non-profit organizations. Under this
new contract, the Arizona Department of Administration is expected
to save approximately 18 percent, or $215,000 annually, in long-
distance costs beginning with their first year of service with
Qwest. Additional savings will accrue for the customer as more of
the 400 entities sign up for Qwest service under the new
agreement.

"Customers have a choice of communication services providers,"
said Clifford S. Holtz, executive vice president of Qwest's
business markets group. "Qwest is continually helping customers
realize that by choosing Qwest they are going to receive the
highest quality of service and support that meet their
communication needs."

                       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.


RCN CORP: Creditors Want to Retain Capital & Technology Advisors
----------------------------------------------------------------
Pursuant to Sections 328(a) and 1103(a) of the Bankruptcy Code
and Rules 2014 and 2016 of the Federal Rules of Bankruptcy
Procedure, the Official Committee of Unsecured Creditors in RCN
Corporation's chapter 11 proceedings seeks the Court's authority
to retain Capital & Technology Advisors, LLC, as industry and
technology advisor, effective June 14, 2004.

The Committee selected C&TA due to its extensive experience in
operations and technology, and its familiarity with and
experience in Chapter 11 cases and representation of creditors.

C&TA will provide appropriate and feasible operations advisory
services to the Committee.  Specifically, C&TA will:

  (a) analyze the Debtors' telecommunication operations, service
      delivery and technological capabilities, each as it
      applies to the Debtors' current financial condition and its
      prospects for the Debtors' future performance;

  (b) conduct a detailed review of the Debtors' recent and
      historic financial performance, business plan, marketing
      plan, revenue forecast, capital program, management and
      competitive environment.  C&TA will continue to review and
      comment on the Debtors' long-term business plan projections
      and be in a position to validate the projections or propose
      alternatives;

  (c) assist the Committee in:

         (i) evaluating the Debtors' proposed plan of
             reorganization and developing, evaluating,
             structuring and negotiating the final, definitive
             terms and conditions of a restructuring or
             reorganization plan, including the value of the
             securities, if any, that may be distributed to
             unsecured creditors under any restructuring or plan;
             and

        (ii) analyzing any merger, acquisition, divestiture,
             joint venture, or other transactions proposed by the
             Debtors;

  (d) assist the Committee in evaluating the Debtors' proposed
      bank debt refinancing transaction;

  (e) review and advise the Committee with respect to operating
      cash flow risks and opportunities associated with the
      Debtors' proposed reorganization plan;

  (f) assist and advise the Committee in connection with the
      Debtors' current contracts, both from market level
      evaluation, and overall usefulness of the contracts in the
      context of the Debtors' proposed reorganization plan and
      business plan; and

  (g) provide other advice and assistance as may be reasonably
      requested by the Committee from time to time.

C&TA will be paid $150,000 as monthly fee, plus reimbursement of
all out-of-pocket expenses.

Wayne Barr, Jr., managing member of C&TA, assures Judge Drain
that the firm serves no interest adverse to the Committee or the
Debtors' estate.

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)    


RCN CORPORATION: David C. McCourt Leads Search for New CEO
----------------------------------------------------------
David C. McCourt, Chairman and CEO of RCN Corp., will lead a
search committee to identify and select a successor to serve as
the company's chief executive officer subject to approval by the
new equity holders. McCourt will retain his role as Chairman of
the Board and continue working with the directors and the
bondholders to oversee the vision of the company he founded in
1997.

"I remain committed to the competitive vision that RCN established
when I founded the company," said Mr. McCourt. "Now, as we enter
the next stage of our evolution, I want to bring in new leadership
to work with the new equity holders to continue our journey
towards what I believe is a very promising future for the
company."

"We look forward to David's continuing role as board chairman,"
said Alfred Fasola, Lead Director of RCN's Board of Directors.
"His vision, energy, and competitive spirit have had a lasting
effect on the company."

Mr. McCourt will continue as chief executive officer until a
successor is found and added that he hopes to name a successor
upon the completion of RCN's restructuring process.

"We are happy David has agreed to stay as Chairman," said Russ
Belinsky of Chanin Capital Partners, financial advisors to the
Official Creditors' Committee. "His strategic thinking will
continue to be indispensable to the company going forward."

Over the past 25 years, David McCourt has founded 10 companies in
three countries. The Economist described him as having "incredible
credentials as a telecom revolutionary." In 1993, Mr. McCourt
purchased controlling interest in C-TEC Corporation, a diversified
telecommunications company based in Wilkes- Barre, Pennsylvania.
Four years later, he split C-TEC into three publicly traded
companies listed on the NASDAQ Stock Exchange: RCN Corporation,
Cable Michigan, Inc, and Commonwealth Telephone Enterprises, Inc.
Initially, Mr. McCourt became Chairman and CEO of all three
companies, until sold or until a successor was found.

"I am proud of what RCN has done to create a competitive
marketplace to the benefit of all consumers. This company was
founded to open the marketplace, tear down the barriers created by
monopolies and offer better services and better prices. I look
forward to continuing the fight as Chairman along with a new CEO,"
Mr. McCourt said.

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.


REMEDIATION FINANCIAL: Sec. 341(a) Meeting Scheduled for Aug. 17
----------------------------------------------------------------
The United States Trustee will convene a meeting of Remediation
Financial Inc.'s creditors at 2:00 p.m., on August 17, 2004, at
the U.S. Trustee Meeting Room, 2929 N. Central Ave., Suite 820,
Phoenix, Arizona.  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 Phoenix, Arizona, Remediation Financial Inc. is a
real estate developer.  The Company filed for chapter 11
protection on July 7, 2004 (Bankr. Ariz. Case No. 04-11910).  
Alisa C. Lacey, Esq., at Stinson Morrison Hecker LLP, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed an estimated asses of
more than $100 million and an estimated $10 million to $50 million
in debts.


RENT-A-CENTER: Will Webcast Q2 2004 Financial Results on Tuesday
----------------------------------------------------------------
Rent-A-Center, Inc. (NASDAQ/NNM:RCII) will broadcast its quarterly
earnings conference call on Tuesday, July 27, 2004 at 10:45 AM ET
over the internet to discuss the earnings release that will be
issued after the close of the market on Monday, July 26, 2004.
Audio of the call will be broadcast live and will be available on
the Investor Relations section of Rent-A-Center, Inc.'s website,
located at http://investor.rentacenter.com/  

For those unable to attend the live broadcast, a replay will be
available beginning July 27th at 1:45 p.m., Eastern time.  There
is no charge to access this event.

As of July 17, 2004, Rent-A-Center, Inc., headquartered in Plano,
Texas, operates 2,849 company-owned stores nationwide and in
Puerto Rico. The stores generally offer high-quality, durable
goods such as home electronics, appliances, computers, and
furniture and accessories to consumers under flexible rental
purchase arrangements that generally allow the customer to obtain
ownership of the merchandise at the conclusion of an agreed-upon
rental period. ColorTyme, Inc., a wholly-owned subsidiary of the
Company, is a national franchisor of 319 rent-to-own stores, 307
of which operate under the trade name of "ColorTyme," and the
remaining 12 of which operate under the "Rent-A-Center" name.

                         *   *   *

As reported in the Troubled Company Reporter's July 16, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB+'
rating to Rent-A-Center Inc.'s proposed $600 million bank loan. A
recovery rating of '2' was also assigned to the bank loan,
indicating the expectation of a substantial (80%-100%) recovery of
principal in the event of a default. The ratings are based on
preliminary information and are subject to review upon final
documentation. The proceeds will be used to refinance the
company's existing bank loan.

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


SK GLOBAL: Proposes Plan Solicitation & Vote Tabulation Procedures
------------------------------------------------------------------
SK Global America, Inc., asks the Court to approve certain
proposed procedures for solicitation and tabulation of votes to
accept or reject its Liquidation Plan.  In addition, the Debtor
wants Judge Blackshear to approve:

    (i) the proposed confirmation hearing date;

   (ii) the proposed voting record date;

   (ii) the notice and objection procedures for confirmation of
        the Plan;

  (iii) the Solicitation Packages and the corresponding
        distribution procedures; and

   (iv) the ballot forms and procedures for voting on the Plan.

                        Confirmation Hearing

The Debtor asks the Court to schedule the Confirmation Hearing on
September 15, 2004 at 10:00 a.m.  Pursuant to Rule 2002(b) of the
Federal Rules of Bankruptcy Procedure, at least 25 days notice by
mail must be given to all creditors of the time fixed for filing
objections to, and the hearing to consider, confirmation of a
plan.  The Debtor intends to serve notice of the Confirmation
Hearing and related matters on or before August 13, 2004, to
satisfy the notice requirements of Bankruptcy Rule 2002(b).

The Debtor further asks Judge Blackshear to declare that:

    * the Confirmation Hearing may be continued from time to time
      by announcing the continuance in open court, or by notation
      on the official calendar of the Court for the date of the
      Confirmation Hearing; and

    * the Plan may be modified pursuant to Section 1127 of the
      Bankruptcy Code before, during, or as a result of the
      Confirmation Hearing, in each case, without further notice
      to parties-in-interest, provided that the modification does
      not materially and adversely affect any class of claims
      under the Plan.

                        Notice to Creditors

The Debtor will transmit to creditors no later than August 13,
2004, a solicitation package containing a copy or conformed
version of:

    (a) the Confirmation Hearing Notice, which contains notice of:

        -- the approval of the Disclosure Statement;

        -- the date of the Confirmation Hearing;

        -- the deadline and procedures for filing objections to
           confirmation of the Plan;

        -- the deadline and procedures for the temporary allowance
           of claims for voting purposes;

        -- the treatment to be accorded certain contingent,
           unliquidated or disputed claims for notice and voting
           purposes; and

        -- the voting deadline for receipt of ballots;

    (b) the Disclosure Statement;

    (c) the Plan, which will be furnished in the Solicitation
        Package as exhibit to the Disclosure Statement;

    (d) the Proposed Order; and

    (e) a ballot, if applicable, with instructions attached, and a
        pre-addressed, postage prepaid return envelope,
        appropriate for the specific creditor.

On or before August 13, 2004, the Debtor will also provide copies
of the solicitation package to the United States Trustee, the
United States Attorney for the Southern District of New York, all
parties having filed notice of appearance and request for
pleadings in the Debtor's bankruptcy case, and counsel to each
of:

    -- SK Networks Co. Ltd.,

    -- Cho Hung Bank, and

    -- Korea Exchange Bank.

According to Scott E. Ratner, Esq., at Togut, Segal & Segal, LLP,
in New York, these creditors will receive the Solicitation
Package by United States first-class mail, postage pre-paid:

    (a) known creditors holding claims in classes designated as
        unimpaired under the Plan -- excluding a ballot; and

    (b) known creditors holding claims designated as impaired,
        provided that only those creditors who are entitled to
        vote on the Plan -- that is, those creditors who have
        filed a timely liquidated and noncontingent proof of claim
        and as to which no objection is pending or, if no proof of
        claim has been filed, those creditors listed on the
        Debtor's schedules of assets and liabilities as holding
        liquidated, noncontingent and undisputed claims or whose
        claims have been temporarily allowed for voting purposes
        pursuant to the procedures provided -- will receive a
        ballot.

Mr. Ratner tells the Court that the transmittal and mailing of
the Solicitation Package provides adequate notice to creditors
and complies with the applicable Bankruptcy Rules.

                     Notice to Equity Holders

Under the Plan, the equity holders will not retain or receive any
property on account of their equity interests and are deemed to
have rejected the Plan.  Accordingly, the Debtor will serve a
Solicitation Package, without a ballot, on its equity holders and
their counsel of record in the Chapter 11 case.

                        Publication Notice

To supplement the Confirmation Hearing Notice that will be mailed
to creditors, the Debtor will publish a notice in the form of an
abbreviated version of the Confirmation Hearing Notice on or
before August 13, 2004, in the national and international
editions of each of The Wall Street Journal and Chosun Ilbo, a
mass circulation newspaper in Korea.

                      Confirmation Objections

The Debtor asks the Court to declare September 7, 2004 at 5:00
p.m. as the deadline for filing and serving objections to
confirmation of the Plan, in order to:

    (a) allow the Debtor to provide creditors and other interested
        parties with at least 25 days notice of the time by which
        objections to the Plan must be filed, thus complying with
        the notice requirements of Rule 2002(b); and

    (b) provide the Debtor with the time necessary to consider
        and, if necessary, respond to any objections that may be
        filed.

The Debtor wants the Court to consider only timely filed and
served written objections that describe with particularity the
grounds and the evidence that will be presented in support of the
objections.  Objections should be filed with the Court and be
served on:

      Togut, Segal & Segal LLP
      One Penn Plaza, Suite 3335
      New York, New York 10119
      Attn: Scott E. Ratner, Esq.
      Attorneys for the Debtor

      Cleary Gottlieb Steen & Hamilton
      One Liberty Plaza
      New York, New York 10006
      Attn: James L. Bromley, Esq.
      Attorneys for SK Networks, Co., Ltd.

      McDermott Will & Emery
      50 Rockefeller Plaza
      New York, New York 10020
      Attn: Stephen Selbst, Esq.
      Attorneys for Cho Hung Bank

      Nixon Peabody LLP
      437 Madison Avenue
      New York, New York 10022
      Attn: William S. Thomas, Esq.
      Attorneys for Korea Exchange Bank

      Office of the United States Trustee
      33 Whitehall Street
      21st Floor
      New York, New York 10004
      Attn: Greg M. Zipes, Esq.

The Debtor further seeks the Court's authority to extend the
Objection Date for specific creditors or parties-in-interest as
it may deem appropriate in its sole discretion.

                      Treatment of Contingent
                  Unliquidated or Disputed Claims

The Debtor asks the Court to declare:

    -- August 27, 2004 as the last day for creditors that hold
       disputed, contingent or unliquidated claims to file motions
       for the temporary allowance of the claims for purposes of
       accepting or rejecting the Plan; and

    -- September 6, 2004 as the hearing date to consider the
       Temporary Allowance Motions.

Certain creditors whose claims were scheduled as unliquidated,
disputed or contingent may have failed to timely file proofs of
claim.  Hence, the Debtor asks Judge Blackshear to declare that
any holder of a claim (i) that is listed in the Schedules as
disputed, contingent or unliquidated, and (ii) that is not the
subject of a timely filed proof of claim or an Order specifically
allowing the claim, will not be treated as a creditor for
purposes of receiving distributions under the Plan or for voting
on the Plan.

Moreover, to avoid the time and expense associated with producing
large numbers of copies and service on entities who can neither
vote on nor receive a distribution under the Plan, the Debtor
asks the Court to declare that the entities will not to be
treated as creditors for the purpose of receiving notices, other
than by publication.

                        Approval of Ballots

The Debtor asks the Court to approve the form of ballots to be
used in connection with the solicitation of acceptances of the
Plan from creditors in each class designated as impaired under
the Plan and not, by operation of Section 1126(g) of the
Bankruptcy Code, deemed to have rejected the Plan.

                         Voting Record Date

The Debtor proposes that August 4, 2004 at 5:00 p.m. be set as
the Voting Record Date.  The claims register maintained by the
Voting Agent, Bankruptcy Services, LLC, will be deemed closed as
of that day.  Accordingly, the Debtor and BSI will have no
obligation to recognize for purposes of voting on the Plan any
claim transferred after the Voting Record Date.  Instead, the
Debtor and BSI will be entitled to recognize and deal with, for
voting purposes, only those record holders of claims set forth in
the claims register as of August 4, 2004.

               Voting Deadline for Receipt of Ballots

To afford creditors sufficient time to vote and provide BSI with
adequate time to tabulate the ballots expected to be returned,
the Debtor asks the Court to fix September 7, 2004 at 5:00 p.m.
as the last date by which ballots for accepting or rejecting the
Plan must be received by BSI, to be included in the tabulation of
ballots.

                     Vote Tabulation Procedures

A. Ballots Counted as Acceptances

    These ballots will be counted and deemed acceptances of the
    Plan:

    (a) Any ballot timely received that contains sufficient
        information to easily permit the identification of the
        claimant and that is cast as an acceptance of the Plan;
        and

    (b) Any ballot timely received that is cast as an acceptance
        of the Plan by a claimant which has previously submitted a
        ballot that voted to reject the Plan, so that the latter
        submitted ballot will be deemed to supersede and amend the
        earlier submitted ballot.

B. Ballots Not Counted

    Unless otherwise ordered by the Court, after notice to the
    Debtor and a hearing, these ballots should not be counted in
    determining whether the Plan has been accepted or rejected:

    (a) Any ballot received after the Voting Deadline;

    (b) Any ballot that is illegible or contains insufficient
        information to permit the identification of the claimant;

    (c) Any ballot cast by:

        -- a creditor who has not timely filed a proof of claim
           with respect to the claim being voted, and whose claim
           either is not listed, or is listed as a disputed,
           contingent or unliquidated claim on the Schedules; or

        -- a creditor who has timely filed a proof of claim which
           is filed as contingent, unliquidated or disputed or is
           the subject of an objection, unless the creditor has
           had its claim temporarily allowed for voting purposes
           pursuant to the procedures outlined;

    (d) Any ballot cast by a person that does not hold a claim in
        a class that is entitled to vote to accept or reject the
        Plan;

    (e) Any ballots returned by facsimile transmission;

    (f) Any non-original ballots which are returned, or original
        ballots which do not contain original signatures; and

    (g) Any ballot received that indicates neither an acceptance
        nor rejection of the Plan, or which indicates an
        acceptance and rejection of the Plan.

C. Amount and Number, and Multiple Ballots

    In determining whether a particular class of claims has
    accepted the Plan by the requisite dollar amount, the Debtor
    proposes that, for voting purposes only, the amount of each
    claim counted be:

    (a) the amount allowed by a final Court Order; or

    (b) the amount temporarily allowed by the Court pursuant to
        Bankruptcy Rule 3018(a); or

    (c) if not so allowed under any of the previous provisions,
        then:

        -- the liquidated amount specified in a proof of claim
           timely filed with the Court by the voting creditor and
           not subject to an objection; or

        -- if no proof of claim has been timely filed, on the
           basis of the undisputed, noncontingent and liquidated
           amount of the claim as it appears in the Schedules.

Ballots may, at the Debtor's discretion, be preprinted with the
dollar amount indicated.  If they are so preprinted, the
preprinted amount will be used in tabulating the votes unless the
holder of the claim obtains a Court Order under Bankruptcy Rule
3018(a).  The amount and classification of a claim listed on a
ballot will be without prejudice to the Debtor's right to file an
objection to the claim for any purposes.

                           Changing Votes

Whenever two or more ballots are cast voting the same claim
before the Voting Deadline, the last valid ballot received prior
to the Voting Deadline will be deemed to reflect the voter's
intent and thus to supersede any prior ballots.

                         No Vote Splitting

Creditors must vote all of their claims within a particular class
in the Plan to either accept or reject the Plan and may not split
their votes.  Accordingly, a ballot -- or multiple ballots with
respect to multiple claims within a single Plan class -- that
partially rejects and partially accepts the Plan will be deemed
to be and will be counted as an acceptance of the Plan.  (SK
Global Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SOLUTIA: Trade Creditors Sell 102 Claims To Liquidity Solutions
---------------------------------------------------------------
In Solutia, Inc.'s chapter 11 proceedings, the Clerk of the Court
recorded 102 claim transfers, aggregating $842,625, to Liquidity
Solutions, Inc., doing business as Revenue Management, between
March 25, 2004 to June 3, 2004:
                                                     Claim
      Transferors                                    Amount
      -----------                                    ------
      A & A Machinery Shop, Inc.                     $2,457
      Accurate Industrial Products                      913
      Advanced Control Concepts                       2,200
      Advantage Plus Centrifuge Service               6,950
      Affton Fabricating & Welding Co., Inc.          1,481
      Alabama Fluid System Technologies              25,290
      Ameraflex Rubber & Gasket Co.                     451
      Analytical Sensors, Inc.                        2,550
      Arctic Rental & Leasing                         3,400
      Associated Pallet, Inc.                         1,007
      Baileys Upholstery                              2,550
      BGV, Inc.                                       1,400
      BHL Industries                                  6,050
      Bobbie Graves Supply Co.                        1,242
      Bodycote K-Tech, Inc.                           1,632
      Brooklyn Machine Shop                           3,150
      Burmaster, Martha J.                            4,277
      C P I Controls, Inc.                            1,632
      Capstone Technology, Inc.                      19,178
      Cardan Design Corp.                             9,978
      Carolina Specialty Co.                          2,605
      Ceramtec North America Innovative              62,727
      Chemcentral/Continental                         1,858
      Chris Blueker, Inc.                             1,375
      CHWMEG, Inc.                                    1,000
      Cintas Cleanroom Resources                      4,792
      Clean One Janitorial                            3,593
      Columbian Tectank of Kansas City                1,649
      Community Alert Network, Inc.                   4,033
      Conax Buffalo Technologies                      2,040
      Conceptual Product Technologies, LLC            5,466
      Connection Technology Center                    1,340
      Continental Disc Corp.                          6,719
      Contractors Staffing, Inc.                      5,888
      Cooley Group                                    7,392
      Creative Packaging Resources                   26,927
      D & B Lawn Service                              1,798
      Decatur Electronics Communications, LLC           845
      Don Aslett, Inc.                                1,917
      Don Aslett, Inc.                                3,840
      Dons Rent -A- Store, Inc.                       2,977
      Dowdle Gas Co.                                    386
      Dura-Bar Metal Services                         1,615
      Ed Roehr Safety Products                        2,857
      Eddington Thread Co.                            1,786
      Electric Motors & Drives, Inc.                  9,848
      Emerald Systems, Inc.                           2,130
      Environmental Sampling Services, Inc.           4,517
      Erlab, Inc.                                     2,712
      Esco Tool                                       2,335
      Faderpa, Ltd.                                   1,905
      Filter Technology                               9,852
      Fragomen Del Ray & Bernsen & Loewy, PC         14,579
      Gateway Tankers                                 4,592
      GZA Geoenvironmental, Inc.                     74,442
      Industrial Fence & Landscaping, Inc.            1,268
      Inquiry Intelligence Systems                    4,581
      International Valve & Instrument Corp.         25,219
      Jerrys Machine, Inc.                           15,101
      Joes Truck Repair, Inc.                         1,886
      John R Hess & Co., Inc.                         7,467
      Kittredge Equipment Co., Inc.                   2,977
      K-Tron America Corp.                            3,830
      Leak Sealers, Inc.                             19,585
      Liquid Handling Equipment                       4,548
      Maybury Associates, Inc.                       45,541
      Mid-South Marking Systems                       3,641
      Montello, Inc.                                  4,251
      Mouldagraph Corporation                         4,850
      Munters Corp.                                   1,776
      N T H Consultants, Ltd.                         2,355
      Nafeco, Inc.                                    4,058
      Norman McGrath Photographer, Inc.               2,270
      Pacer/Anixter formerly Pacer Electronics, Inc.  1,968
      Peterson Group                                 18,387
      Power Motion Sales, Inc.                        1,612
      Process & Energy Measurements Corp.             1,570
      Professional Testing Laboratory, Inc.           2,800
      Rickard Metals, Inc.                            1,076
      Roberts Loading Dock Equipment Co., Inc.        2,793
      Roto-Rooter Sewer & Drain Services              8,629
      Royal Services, Inc.                            1,758
      RPM Services, Inc.                             66,927
      RPS Inc doing business as Hampden Zimmerman     1,746
      RPS Inc doing business as Hampden Zimmerman     1,746
      RRen Manufacturing & Engineering                7,610
      Safety and Health Associates, Ltd.              3,580
      Semcor, Inc.                                   44,099
      Shawn Mann/MannCreative                         1,050
      Shay Roofing, Inc.                              2,773
      St. Louis Marriot West                          3,344
      Taratec Development Corp.                       4,308
      TBS Carolinas                                   1,020
      Technical Env Svcs, LLC                         2,360
      Technical Env Svcs, LLC                         2,360
      Tennille, Inc.                                 16,768
      Tributyl Phosphates Task Force                  9,160
      United States Tape And Label                    1,404
      University of Pittsburgh                        1,205
      VNU Business Media, Inc.                       44,982
      William A Good dba Goods Consulting Svc        29,000
      Workplace Solutions                            19,261

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)


STANADYNE CORP: S&P Affirms Low-B Ratings & Removes CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and 'B' subordinated debt ratings on Windsor, Conn.-based
Stanadyne Corp. and removed them from CreditWatch where they were
placed on June 24, 2004.

At the same time, Standard & Poor's assigned its 'BB' senior
secured bank loan rating and its recovery rating of '1' to
Stanadyne's proposed $35 million senior secured asset-based
revolving credit facility and assigned its 'B+' debt rating and
its recovery rating of '3' to Stanadyne's proposed $65 million
senior secured term loan. Standard & Poor's also assigned its 'B'
debt rating to the company's proposed $160 million senior
subordinated notes.

The bank loan and recovery ratings on the revolving credit
facility indicate a high expectation of full recovery of principal
in the event of a default or bankruptcy. The term loan debt and
recovery ratings indicate a meaningful (50%-80%) likelihood of
recovery of principal in the event of default.

The outlook is stable.
     
The rating affirmation and CreditWatch resolution reflect
Standard & Poor's analysis of the company's expected business
strategy, capital structure, and financial policy following a
transaction whereby Stanadyne will be purchased by an affiliate of
Kohlberg & Co. LLC, a private merchant bank.
     
Stanadyne will have about $225 million of total debt pro forma at
the transaction's closing, which is expected to occur in the third
quarter of 2004. Proceeds from the issuance of debt will be used
to refinance certain existing debt, to partly fund Kohlberg's
purchase of Stanadyne's equity, to provide working capital
financing, and for other general corporate purposes.
     
"Downside ratings risk is mitigated by the expectation of
continued positive free cash flow generation that will enable
Stanadyne to reduce leverage in the near term. This expectation
rests on the assumption that the economic uplift that has
supported the company's improved sales in the past several
quarters will continue into 2005," said Standard & Poor's
credit analyst Nancy Messer. "Upside ratings potential is limited
by the cyclical and competitive characteristics of Stanadyne's
operating environment."
     
Stanadyne is an independent manufacturer of diesel fuel injection
equipment and precision engine components for diesel and gasoline
engines supplied to original equipment manufacturers in the
automotive, agricultural, construction, industrial, and marine
industries.


STERLING FINANCIAL: Fitch Upgrades Long Term Rating to BB+ from BB
------------------------------------------------------------------
Fitch Ratings has upgraded the long-term rating of Sterling
Financial Corporation (STSA) to 'BB+' from 'BB'. All other ratings
have been affirmed by Fitch.

Additionally, Fitch has assigned ratings to Sterling Savings Bank,
including an investment grade long-term deposit rating of 'BBB-'.
A complete list of ratings is provided at the end of this release.

The rating upgrade reflects the progress that STSA has made
improving both its franchise as well as its balance sheet
structure. Through acquisitions, as well as organic growth, STSA
has created a Pacific Northwest franchise with approximately $6.1
billion in assets and 134 branches in four states. Additionally,
the company has been transforming itself from a thrift to a more
community banking oriented entity.

An improving level of earnings, aided by a relatively stable NIM
over an interest rate cycle, sound asset quality and increased
levels of capitalization are the drivers of our higher ratings
assessment. The successful continuation of these trends and the
additional accumulation of capital remain opportunities for
further ratings improvements.

Rating upgraded by Fitch:

   Sterling Financial Corporation

      --Long-term issuer to 'BB+' from 'BB'.

Ratings affirmed by Fitch:

   Sterling Financial Corporation

      --Short-term issuer 'B';
      --Individual 'C';
      --Support '5';
      --Rating Outlook Stable.

New ratings assigned by Fitch:

   Sterling Savings Bank

      --Long-term deposit 'BBB-';
      --Short-term deposit 'F3';
      --Long-term issuer 'BB+';
      --Short-term issuer 'B';
      --Individual 'C';
      --Support '5';
      --Rating Outlook Stable.


TAMBORIL CIGAR: Changes Name to Axion Power International, Inc.  
---------------------------------------------------------------
On June 4, 2004, at a meeting of stockholders that was duly
noticed, called and held in accordance with the requirements of
the General Corporation Law of Delaware, the stockholders of
Tamboril Cigar Company approved three amendments to the
Certificate of Incorporation that:

   a. Changed the Company's name to Axion Power International,
      Inc.

   b. Implemented a reverse split of the common stock in the
      effective ratio of one (1) new share for every sixteen (16)
      shares presently outstanding; and

   c. Decreased the authorized capital stock to 50,000,000 shares
      of common stock and 12,500,000 shares of preferred stock

Upon adjournment of the stockholders meeting, the Company filed
two amendments to its Certificate of Incorporation with the
Secretary of State of the State of Delaware that became effective
at 11:59 p.m. on June 4, 2004 and 12:01 a.m. on June 5, 2004.

In addition to the name change, the amendments to the Certificate
of Incorporation collectively effect the equivalent of a 1 for 16
reverse split. For the reasons described in the Company's proxy
statement, however, the mechanics of the reverse split involve a
two-stage process that includes a 1 for 1,600 reverse split
followed immediately by a 100 for 1 forward split. The Company did
not issue scrip or purchase fractional shares for cash in
connection with the implementation of the reverse split. Instead,
all calculations that would have resulted in the issuance of a
fractional share were rounded up to the next whole number.

After giving effect to the reverse split and forward split, every
stockholder will own a round trading lot of at least one hundred
shares and all share positions will be integral multiples of 100
shares. Until the close of business on June 11, 2004, the Company
allowed brokerage firms and other nominees who held shares of the
Company's common stock for the accounts of beneficial owners to
make the necessary rounding calculations on behalf of their
clients. Any nominees that fail to make a timely request will be
aggregated and treated as a single shareholder.

As a result of the name change and reverse split, the Company's
OTC trading symbol was changed from SMKE to AXPW effective at the
opening of business on June 7, 2004.

In addition to the fundamental corporate changes, the stockholders
approved certain amendments to the By-Laws that authorize the
Board of Directors to fix the number of directors by resolution,
require that a majority of the members of the Board be independent
directors, and provide for the classification of the Board into
three classes of directors who serve for staggered terms of
office.

The stockholders also:

   a. Elected the seven individuals identified in the Company's
      proxy statement to serve on the Board of Directors for the
      terms specified in the proxy statement;

   b. Ratified the adoption of an Incentive Stock Plan for Company
      employees as described in the Proxy Statement;

   c. Ratified the adoption of a stock option plan for the
      independent directors as described in the Proxy Statement;
      and

   d. Ratified the selection of Michael F. Cronin, CPA as
      independent auditor for the year ended December 31, 2004.

Tamboril Cigar and two of its subsidiaries filed voluntary Chapter
11 petitions in the U.S. Bankruptcy Court for the Southern
District of Florida on April 11, 2000 (Bankr. S.D. Fl. Cases No.
00-13040). The Debtors filed their plan of reorganization with the
Bankruptcy Court in August of 2000 and the court confirmed the
plan in December of 2000.

The Company, which used to be in the cigar manufacturing business,
engaged in no substantive business activities during the period
from April 2000 through December 2003. On December 31, 2003, it
entered into a business combination transaction with Axion Power
Corporation that was structured as a reverse takeover. Since then
Tamboril has been engaged principally in research and development
on a nanotechnology enabled hybrid electrochemical storage battery
that it refers to as the E 3 Cell.

As reported in the Troubled Company Reporter's May 13, 2004
edition, the auditors report on Tamboril Cigar's financial
statements includes a going concern qualification.

The Company had accumulated losses of $506,300 and a working
capital deficit of $791,631 at December 31, 2003. It will not be
able to commence second stage beta testing of its proposed
products without obtaining additional funds through the sale of
securities or from other sources. It is currently seeking
additional capital in order to meet its anticipated obligations.
While recent sales of securities in private placement transactions
alleviate the going concern issues, they do not eliminate them.
Accordingly, the independent auditors' report on Tamboril's
financial statements for the year ended December 31, 2003 contains
a fourth explanatory paragraph that the Company's financial
statements have been prepared assuming that the Company will
continue as a going concern and that its potential to incur
operating losses raises substantial doubt about that assumption.
The Company will need additional financing to continue operations.

Tamboril Cigar had approximately $372,500 in cash on December 31,
2003. The ability to continue its research, development and
testing will be dependent upon increasing its capital resources.
Management believed the Company's cash resources would be adequate
for its cash requirements for a period of 30 to 60 days into the
new year, 2004. Tamboril will not be able to complete its alpha
testing or commence its preliminary beta testing without obtaining
additional funds from the sale of additional securities or from
other sources. There is no assurance that additional capital will
be available to the Company on favorable terms, or at all. If
adequate financial resources are not available when required,
management states that the Company may be forced to curtail its
proposed operations. If it raises additional capital by selling
preferred stock, the purchasers may have rights, preferences or
privileges that are senior to the rights of its common
stockholders. If unable to obtain additional capital when needed,
the ability to continue its research and development and product
testing activities will be materially and adversely affected.


TECO ENERGY: S&P Cuts Debt Ratings to BB & Says Outlook is Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on TECO Energy Inc. to 'BB' from 'BBB-'. Standard & Poor's
also lowered its senior unsecured debt rating on the company to
'BB' from 'BB+'. The outlook is stable.

In addition, Standard & Poor's affirmed its 'BBB-/A-3' corporate
credit rating on utility subsidiary Tampa Electric Co. and revised
the outlook on the company to stable from negative.
     
Tampa, Fla.-based TECO Energy has about $3.7 billion of total debt
outstanding.

"The drop in ratings at the parent holding company is due to a
combination of lower expected financial performance at TECO Energy
and less support accorded to TECO Energy from its Tampa Electric
utility subsidiary," said Standard & Poor's credit analyst Todd
Shipman.
     
"In making the ratings distinction between the utility and its
parent company, Standard & Poor's is acknowledging the wide
differential in the stand-alone credit profiles of the two
companies, which have diverged as TECO Energy has foundered in its
unregulated merchant energy operations," continued Mr. Shipman.
     
In affirming the Tampa Electric ratings, Standard & Poor's is
positing its view that the utility's credit profile is unlikely to
suffer further deterioration from the parent's activities. The
separation is substantiated by management actions over the past
three years that have been consistent with maintaining the
utility's strong investment-grade credit quality.
     
Thus, despite the absence of explicit mechanisms to insulate the
utility, Standard & Poor's believes Tampa Electric's independent
credit profile justifies a corporate credit rating of 'BBB-'.
     
TECO Energy's move out of an investment-grade rating category, its
refocused utility business strategy, and its ability to weather
recent liquidity needs without burdening its utility franchise
were also determining factors in Standard & Poor's rating actions.

TECO Energy's commitment to refocus its business strategy by
rationalizing its merchant power exposure and focusing primarily
on its utility (about 70% of cash flow) and coal (about 15% of
cash flow) businesses will create a lower-risk consolidated
business mix that is expected to produce a more reliable cash flow
stream. The credit strengths of the refocused business are offset
by high debt leverage, a byproduct of the failed merchant
strategy.

Although the company has taken steps to exit from merchant
activities, the transition has caused weaker financial results
than Standard & Poor's had previously incorporated into its
analysis. The company's efforts to recover from its failed
merchant strategy will therefore take longer and be more difficult
to achieve, and the lower ratings on TECO Energy better
reflect that risk.


TENNECO AUTOMOTIVE: Reports Record Revenue & Earnings for Q2 2004
-----------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) reported a 25 percent increase in
second quarter net income of $30 million versus net income of
$24 million in the second quarter of 2003. The company reported a
15 percent improvement in EBIT (earnings before interest, taxes,
and minority interest) to $76 million over second quarter 2003
EBIT of $67 million. EBITDA (EBIT before depreciation and
amortization) in the quarter increased 12 percent to $120 million
compared with $108 million a year earlier.

Second quarter 2004 net income improved 55 percent to $31 million
and earnings per share was up 43 percent to 70-cents per diluted
share. Second quarter EBIT was up 24 percent to $84 million and
EBITDA improved 17 percent to $128 million.

"Our strategies for top-line growth, cash generation and
aggressive cost management continue to prove effective as we
posted another solid quarter with strong revenues and improved
operational performance," said Mark P. Frissora, chairman and CEO,
Tenneco Automotive. "We are well-positioned with the flexibility
to adapt quickly to changing market conditions. Going forward, we
will continue to benefit from our strong geographical balance,
highly variable cost structure and more efficient manufacturing
operations."

The company reported its highest ever quarterly revenue of $1.114
billion compared with $998 million in second quarter 2003, driven
by higher volumes on top-selling vehicle platforms worldwide and
strengthening aftermarket sales in North America and South
America. Favorable currency exchange rates benefited revenue by
$27 million.

Tenneco Automotive was awarded approximately $495 million in new
business, over the life of the contracts, in the second quarter
for OE platforms expected to begin production in 2006-2007 and
approximately $5 million annualized in new aftermarket business.
The new business includes one of the company's largest ever
contracts to supply the full diesel exhaust system on a major
pick-up truck platform in North America.

The company's cost management activities and operational
efficiency programs continued to generate savings in the second
quarter. SGA&E (selling, general, administrative and engineering)
expense decreased to 10.7 percent of sales, versus 11.0 percent
one year ago, on track toward an annual goal of less than 11.5
percent of sales. Six Sigma initiatives generated $7 million in
savings and the company realized $3 million in savings from
Project Genesis restructuring activities. The company's gross
margin in the quarter was 21.5 percent, versus 21.9 percent one
year ago. Excluding restructuring related expenses, gross margin
was flat year-over-year. Gross margin in the quarter was also
impacted by a shifting business mix as the company's global OE
growth outpaced higher margin aftermarket growth.

A record low net debt of $1.253 billion was driven by improved
cash flow performance in the quarter. Cash balances were $166
million at quarter-end and total debt was $1.419 billion.

Tenneco Automotive outperformed the requirements of its bank debt
covenants in the quarter. At June 30, the leverage ratio was 3.78,
below the maximum limit of 5.00; the fixed charge coverage ratio
was 2.04, exceeding the minimum required ratio of 1.10; and the
interest coverage ratio was 3.15, exceeding the minimum coverage
ratio of 2.00.

    NORTH AMERICA

      -- North American original equipment revenue was $379
         million, up 4 percent compared with $365 million in
         second quarter 2003.  The company outperformed the
         market's flat production rate due to its strong position
         on better-selling platforms and higher heavy-duty truck
         volumes.

      -- North American aftermarket revenue was $144 million, a 7
         percent increase versus $136 million in second quarter
         2003.  An 11 percent improvement in ride control sales
         drove the increase and offset a 3 percent decline in
         exhaust sales.

      -- EBIT for North American operations was $50 million, flat
         with second quarter 2003.  Excluding the items below,
         EBIT increased 6 percent, driven by manufacturing
         efficiencies and cost savings.

      -- Second quarter 2004 EBIT results include $1 million in
         restructuring costs, $2 million for an aftermarket
         customer changeover costs, and $1 million associated with
         stock price indexed consulting fees.

    EUROPE

      -- European original equipment revenue was $343 million in
         the quarter, a 20 percent increase over second quarter
         2003 revenue of $286 million. Excluding $18 million in
         favorable currency, revenue was up 14 percent compared
         with one year ago.  The launch of new ride control
         platforms and higher exhaust volumes drove the increase.

      -- European aftermarket revenue was $103 million, flat with
         second quarter 2003.  Excluding the impact of favorable
         currency, revenue was $99 million.  The decrease was due
         to lower sales in both product lines.

      -- European EBIT was $14 million, including $1 million in
         favorable currency, compared with second quarter 2003
         EBIT of $11 million. Excluding the items below, EBIT
         increased 55 percent to $18 million, versus $12 million
         one year ago.  The improvement was driven by OE volume
         increases, manufacturing efficiencies and lower overhead
         costs.

      -- Second quarter 2004 EBIT results include $4 million in
         restructuring related expenses.  Second quarter 2003 EBIT
         results include $1 million in restructuring related
         expenses.

    REST OF WORLD

      -- Revenue from Asian operations increased 47 percent to $58
         million from $40 million in second quarter 2003,
         primarily driven by a 58 percent increase in China OE
         revenues.

      -- Revenue from South America operations was $36 million, a
         22 percent increase versus $29 million in second quarter
         2003. The increase was the result of higher OE volumes
         and stronger aftermarket sales.

      -- Australian operations generated revenue of $51 million, a
         27 percent increase compared with $40 million a year
         earlier.  Excluding the impact of $4 million in favorable
         currency, revenue increased 15 percent, due to higher OE
         volumes and stronger aftermarket sales.

      -- Reported combined EBIT for Asia, South America and
         Australia was $12 million versus $7 million in second          
         quarter 2003, primarily driven by higher OE volumes.

"Despite some market uncertainties, we are cautiously optimistic
that our improving performance will continue over the second half
of 2004 due to our geographical balance, strong position on top-
selling vehicles globally, upcoming new platform launches and
strong foothold in growing markets such as China and commercial
vehicles," said Frissora. "Our intense focus on reducing
discretionary spending, improving operational efficiency and
leveraging our global supply chain management system should also
help counter any changes in the marketplace."

Tenneco Automotive is a $3.8 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,200
employees worldwide. Tenneco Automotive is one of the world's
largest designers, manufacturers and marketers of emission control
and ride control products and systems for the automotive original
equipment market and the aftermarket. Tenneco Automotive markets
its products principally under the Monroe(R), Walker(R), Gillet(R)
and Clevite(R)Elastomer brand names. Among its products are Sensa-
Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R)
performance exhaust products, and Clevite(R)Elastomer noise,
vibration and harshness control components.

                        *   *   *

As reported in the Troubled Company Reporter's May 27, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on Tenneco Automotive Inc. to 'B+' from 'BB-'
following the company's announcement that it decided not to
proceed with its planned $150 million common equity offering.
Credit statistics will be somewhat weaker than expected, as
proceeds were to be used to tender for $130 million of the firm's
11 5/8% senior subordinated notes due 2009. A positive outlook is
assigned.

Total outstanding debt at March 31, 2004 was about $1.4 billion on  
the Lake Forest, Illinois-based company.

"Ratings could be raised if operating performance continues to  
strengthen with free cash flow earmarked primarily for debt  
reduction or if Tenneco, at some later date, goes forward with a  
common equity offering with proceeds used to pay down high coupon  
debt," said Standard & Poor's credit analyst Daniel DiSenso.


VIALINK COMPANY: Provides Financing and Debt Conversion Update
--------------------------------------------------------------
In a series of transactions completed in May 2004, viaLink Company
(OTCBB: VLNK), the leading provider of synchronization and scan
based trading services to the retail supply, has concluded its
issuance of Convertible Promissory Notes. The proceeds from the
issuance of these notes totaled $5.4 million and have been used to
fund the Company's operations since early 2003. In connection with
the definitive merger agreement with Prescient Systems, the
holders of the notes have agreed to convert the face value into a
newly Designated Series E Convertible Preferred Stock upon
shareholder approval of the merger transaction. The Series E has a
conversion price of $0.10 per share and beginning 18 months from
the issuance date will pay a dividend of 4%. The terms of the
Series E are structured for inclusion within equity on the
Company's balance sheet.

Additionally, viaLink has received funding commitments of an
additional $2.75 million in the form of Series F Convertible
Preferred Stock to be funded as follows: $1.25 million will be
funded through 10% secured promissory notes prior to the closing
of the merger and will automatically convert into $1.25 million of
Series F upon the closing of the merger. The remaining $1.5
million of the Series F will be funded at the closing of the
merger transaction.  viaLink has agreed to issue warrants to
purchase 27.5 million shares of common stock with an exercise
price of $0.10 to the providers of this funding. The Series F will
have an initial conversion price $0.10 per share. Under the terms
of the Series F, the Series F will automatically convert into a
qualified equity financing that results in at least $3 million of
gross proceeds to the merged company. The terms of the Series F
are structured for inclusion within equity on the Company's
balance sheet.

At March 31, 2004, viaLINK's balance sheet shows a stockholders'
deficit of $3,893,783 compared to a deficit of $3,090,404 at
December 31, 2003.    


VITAL BASICS: Gets Okay to Hire Donlin Recano as Claims Agent
-------------------------------------------------------------
Vital Basics, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of Maine
to appoint Donlin, Recano & Company, Inc. as their claims,
noticing and balloting agent.

Donlin Recano will:

   a. prepare and serve required notices in these chapter 11
      cases, including, without limitation:

      (1) the Section 341(a) Notice, if not already served;

      (2) the bar date notice, if not already served;

      (3) notice of hearings on a disclosure statement and
          confirmation of a plan of reorganization; and

      (4) other miscellaneous notices to any entities, as the
          Debtors or the Court may deem necessary or appropriate
          for an orderly administration of these chapter 11
          cases.

   b. within five business days after the mailing of a
      particular notice, file with the Clerk's Office a
      declaration of service that includes a copy of the notice
      involved, an alphabetical list of persons to whom the
      notice was served and the date and manner of service;

   c. maintain copies of all proofs of claim and proofs of
      interest filed in these cases;

   d. maintain official claims registers in these cases by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes the following information
      for each such claim or interest asserted:

      (1) the name and address of the claimant or interest
          holder and any agent thereof, if the proof of claim or
          proof of interest was filed by an agent;

      (2) the date the proof of claim or interest was received
          by Donlin or the Court;

      (3) the claim number assigned to the proof of claim or
          proof of interest; and

      (4) the asserted amount and classification of the claim.

   e. implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f. transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the
      Clerk's Office on a more or less frequent basis:

   g. maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      such list available upon request to the Clerk's Office or
      any party in interest;

   h. provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in these
      cases without charge during regular business hours;

   i. record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of such transfers as required
      by Bankruptcy Rule 3001(e), if directed to do so by the
      Court;

   j. comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   k. promptly comply with such further conditions and
      requirements as the Clerk's Office or Court may at any
      time prescribe;

   l. provide balloting and solicitation services, including
      preparing ballots, producing personalized ballots and
      tabulating creditor ballots on a daily basis;

   m. provide such other noticing, disbursing and related
      administrative services as may be required from time to
      time by the Debtors;

   n. oversee the distribution of the applicable solicitation
      material to each holder of a claim against or interest in
      the Debtors;

   o. respond to mechanical and technical distribution and
      solicitation inquiries;

   p. receive, review and tabulate the ballots cast; and
   
   q. certify the results of the balloting to the Court.

The Debtors paid Donlin Recno a $10,000 retainer.  Donlin Recano
will bill the Debtors for services at its current hourly rates:

         Services                            Billing Rate
         --------                            ------------
         Noticing & Docketing                $125 per hour
         Claims Docketing/Support Services
           Data Entry (pre-coded)            $35 per hour
           Data Entry (uncoded)              $60 per hour
         Reports and Services                $125 per hour
      
For consultation services, Donlin Recano charges at $140 per hour
on average.

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.


WEIRTON STEEL: Court OKs Effects Agreement with Steelworkers Union
------------------------------------------------------------------
Debtor Weirton Steel Corporation and the Independent Steelworkers
Union maintained a collective bargaining relationship since 1983.  
The ISU is the collective bargaining representative for:

   -- Production, Maintenance and Hourly-Rated Plant Clerical
      Employees,

   -- Salaried Office Clerical, Plan Clerical and Technical
      Employees; and

   -- Salaried Registered Nurse and X-Ray Technicians of the
      Weirton facility.

According to Mark E. Freedlander, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, Weirton and the ISU were parties to
eight collective bargaining agreements, as amended from time to
time, including these benefit programs:

A. Hourly Unit

   (1) Agreement between Weirton and the ISU, effective
       October 26, 2001, as amended by:

       -- Settlement Agreement, dated November 13, 2002,

       -- Settlement Agreement, dated February 5, 2003, and

       -- Memorandum of Understanding between Weirton and the
          ISU, dated February 19, 2004

   (2) Insurance Agreement, effective September 26, 1993

   (3) Supplemental Unemployment Benefits Plan (Hourly),
       effective September 26, 1993

B. Salary Non-Exempt Unit

   (1) Agreement between Weirton Steel Corporation and the
       Independent Steelworkers Union (Salary), effective
       October 26, 2001, as amended by:

       -- Settlement Agreement, dated November 13, 2002; and

       -- Settlement Agreement (Salary Non-Exempt), dated
          February 5, 2003

   (2) Salaried Employee Insurance Agreement, effective
       September 26, 1993

   (3) Long Term Disability Benefits (Salary) (Plan 510)

C. Professional Unit

   (1) Agreement between Weirton and the ISU, effective
       September 26, 1996, as amended by:

       -- Settlement Agreement (Nurse Unit), dated May 17, 2001;

       -- Settlement Agreement (Nurse Unit), dated September 14,
          2001;

       -- Settlement Agreement, dated November 13, 2002;

       -- Settlement Agreement (Nurse Unit), dated February 5,
          2003

   (2) Salaried Employee Insurance Agreement, effective
       September 26, 1993

   (3) Current CBAs may or have provided for participation by
       members of one or more of the collective bargaining units
       in:

       -- Weirton Steel Corporation Retirement Plan (Plan 001),
          terminated as of October 21, 2003;

       -- Weirton Steel Corporation 1984 ESOP (Plan 002);

       -- Weirton Steel Corporation 1989 ESOP (Plan 003);

       -- Weirton Steel Corporation Tax Deferred Savings Plan
          401(k) (Plan 004);

       -- Program of Health Benefits, Prescription Drug, Dental,
          Orthodontics, and Vision Benefits (Plan 501);

       -- Sickness & Accident Benefits (Plan 502);

       -- Travel Accident Insurance (Plan 511);

       -- Weirton Steel Corporation Employee Assistance Program
          (Plan 516); and

       -- Life Insurance (Plan 517)

The collective bargaining agreements would have expired as of
June 3, 2004 pursuant to the written notice of termination
provided by the ISU to Weirton.

As a result of the Sale Transaction with the International Steel
Group, Inc., and ISG Weirton, Inc., Weirton was obligated to
engage in effects bargaining with the ISU in accordance with the
National Labor Relations Act, Section 151 of the Labor Code.  
Thus, Weirton bargained with the ISU regarding the effects of the
Sale Transaction on the employees of Weirton's steel production
facility.

Weirton and the ISU met at reasonable times and engaged in good
faith negotiations related to the termination of Weirton's
collective bargaining relationship with the ISU in connection
with the Sale Transaction.  The parties exchanged proposals based
on the most relevant, complete and reliable information
available; and ultimately determined that under a proposed
effects agreement, ISU members, Weirton's creditors, Weirton and
affected third parties would be treated fairly and equitably.

In advance of the Closing of the Sale Transaction, the ISU and
ISG Weirton negotiated a new collective bargaining agreement that
was ratified by the membership of the ISU.  

Weirton and the ISU also negotiated an agreement to resolve all
claims or potential claims asserted or assertable by the ISU on
behalf of its members and retirees against Weirton arising under
or related to the collective bargaining agreements.  Mr.
Freedlander tells the Court that the Effects Agreement is
intended to be all encompassing and leave open no issues between
Weirton and the ISU.

The pertinent terms of the Effects Agreement are:

   (a) Establishment of timeframes -- 45 or 60 days, as the case
       may be -- after the Closing in which Weirton is obligated
       to provide the ISU and ISU-represented employees:

         (1) reports relating to employees eligible for workers'
             compensation benefits;

         (2) access to records including, but not limited to,
             medical records, work records and personnel files;

   (b) Provisions for the transition from the Weirton/ISU
       collective bargaining agreements to the ISG Weirton/ISU
       collective bargaining agreements, including implementation
       of a Transition Benefit Program;

   (c) Limitations on the extent to which claims for benefits
       provided under the Weirton/ISU collective bargaining
       agreements will be paid;

   (d) Limitations on the extent to which claims for benefits
       formerly provided by Weirton to ISU-represented retirees
       will be paid;

   (e) Termination of the collective bargaining agreements and
       the collective bargaining relationship as between Weirton
       and the ISU as of the Closing on the Sale Transaction;
       and

   (f) A waiver and release by the ISU on behalf of itself and,
       to the greatest extent permitted by law, its bargaining
       unit employees, former bargaining unit employees and
       retirees of claims, known or unknown, liquidated or
       unliquidated including, but not limited to:

          (1) claims under the collective bargaining agreements,
              including grievance claims;

          (2) claims under the National Labor Relations Act, the
              Labor Management Relations Act, the WARN Act, ERISA
              and any other federal, state or local law relating
              to employment, discrimination in employment, wages,
              benefits or otherwise;

          (3) claims filed with the Bankruptcy Court; and

          (4) claims for reimbursement of counsel fees in
              consideration of payment by Weirton to the ISU of
              $200,000.

Accordingly, Weirton sought and obtained the Court's authority to
enter into the Effects Agreement with ISU.  (Weirton Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


WESTPOINT STEVENS: Abandons Nine De Minimis Assets
--------------------------------------------------
WestPoint Stevens Inc. abandoned two de minimis assets in December
2003:

  De Minimis Asset                      Reason       Book Value
  ----------------                      ------       ----------
  Machine parts (Wagram Fabrication)    obsolete        $99,873
  Fabrication and packaging materials   obsolete        170,448

From March 2004 to May 2004, the Debtors abandoned seven de
minimis assets, with an aggregate book value of $982,532:

  De Minimis Asset                      Reason       Book Value
  ----------------                      ------       ----------
  Packaging materials (Chipley)         obsolete        $97,606
  Packaging materials (Chatham)         obsolete         30,897
  Surplus equipment (Fairfax)           obsolete         62,819
  Packaging materials (Longview)        obsolete        107,676
  Fabrication equipment (Middletown)    obsolete         37,188
  Fabrication equipment (Clemson)       obsolete        112,410
  Fabrication and packaging materials   obsolete        533,936

(WestPoint Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


W.R. GRACE: Futures Representative Reports Talks Going on
---------------------------------------------------------
David T. Austern, the legal representative of future asbestos
personal injury claimants, represented by John C. Phillips, Esq.,
at Phillips Goldman & Spence in Wilmington, Delaware, reports
that, since his appointment on May 24, 2004, he and his
professionals have begun their due diligence, met with the
W.R. Grace & Co. Debtors, and contacted all other major
constituencies in the Debtors' cases.  The initial meetings should
be concluded in July 2004.

As to the appeal of his appointment, the Futures Representative
anticipates that the record on appeal will be transmitted to the
United States District Court for the District of Delaware in July
2004, and until then, will be monitoring the appeals and
participate as he deems appropriate.  (W.R. Grace Bankruptcy News,
Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Futures Representative Wants Phillips as Counsel
------------------------------------------------------------
David T. Austern, the legal representative of future asbestos
personal injury claimants in W.R. Grace & Co.'s chapter 11 case,
asks the Court for permission to retain Phillips Goldman & Spence,
PA, in Wilmington, Delaware, as local counsel, retroactive to
May 24, 2004.

Specifically, Phillips Goldman will:

       (1) provide legal advice and representation with respect
           to the Futures Representative's powers and duties in
           connection with the Debtors' Chapter 11 cases, and any
           matters which may arise, including in connection with
           appropriate due diligence, the formulation of a plan,
           and one or more asbestos payment trusts;

       (2) prepare and file on the Futures Representative's
           behalf applications, motions, responses, objections
           and other pleadings as necessary and as authorized by
           the Futures Representative;

       (3) appear on the Futures Representative's behalf in the
           Debtors' Chapter 11 cases for hearings, meetings of
           creditors, and other matters as appropriate;

       (4) advise and represent the Futures Representative with
           respect to any contested matter, adversary proceeding,
           lawsuit or other proceeding to which the Futures
           Representative may be a party; and

       (5) perform all other necessary legal services that the
           Futures Representative authorizes or requests.

On the Futures Representative's behalf, Phillips Goldman has
begun conducting due diligence with respect to the Debtors and
their non-debtor affiliates, their financial affairs, prepetition
transactions, postpetition matters, and proposals regarding
potential plans of reorganization.

John C. Phillips, Esq., a director at Phillips Goldman, assures
the Court that neither he nor his firm have or represent any
interests adverse to the Futures Representative or the Debtors'
estates on the matters for which approval of his firm's retention
is sought.  Phillips Goldman is a "disinterested person" within
the meaning of the Bankruptcy Code.  (W.R. Grace Bankruptcy News,
Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Buchalter Welcomes Jeffrey Kirschenbaum in San Francisco Office
-----------------------------------------------------------------
Jeffrey B. Kirschenbaum has joined the California-based law firm
of Buchalter, Nemer, Fields & Younger as a shareholder in the
firm's San Francisco office.

Kirschenbaum, an experienced litigator who handles a wide range of
complex commercial disputes, comes to Buchalter from the San
Francisco law firm of Berg & Parker, where he was a partner.
Previous law firm experience included working as an associate in
the New York City office of White & Case.

Kirschenbaum represents clients in real estate, land use, banking
and commercial litigation matters. He has extensive trial and
appellate experience, and regularly advises clients on real estate
transactions.

"Jeff is a highly regarded trial lawyer with a strong record of
successfully serving institutional clients. He represents some of
the same institutional clients that Buchalter, Nemer has
represented for many years, so his joining us should be
synergistic for both parties to this deal," said James B. Wright,
managing partner of Buchalter's San Francisco office. "In
particular, Jeff's experience handling banking, finance and real
estate litigation is an ideal fit with our firm, and we look
forward to his significant contributions as we close in on a
quarter-century of steady growth here in the San Francisco
office."

Kirschenbaum received a J.D. from Boalt Hall School of Law at U.C.
Berkeley, after completing his undergraduate studies at U.C. San
Diego. Currently a resident of Alameda, he is admitted to practice
law in both California and New York.

Founded in 1948, Buchalter, Nemer, Fields & Younger P.C. is a
California law firm with nearly 150 attorneys in its three offices
in Los Angeles, San Francisco and Irvine. The firm represents
clients in several major areas of practice: Bank and Finance;
Business Practices; Insolvency; Intellectual Property; Labor and
Employment; Litigation; and Real Estate. The firm is headquartered
in Los Angeles and also has offices in San Francisco and Irvine.
Buchalter's professionals provide a range of legal services across
an array of industries, in local, regional, national and
international venues. For more information, see
http://www.buchalter.com/


* Alcasabas, Berson & Falcone Join Chadbourne & Parke as Partners
-----------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP has elected
three attorneys to the partnership, effective September 1, 2004.
The newly elected partners are Allison M. Alcasabas, Scott D.
Berson and Joseph G. Falcone.

"We enthusiastically welcome to the partnership these extremely
talented lawyers," said Charles K. O'Neill, the Firm's Managing
Partner. "We are tremendously proud of their professional
accomplishments, the breadth of their experience and their
commitment to the Firm and its clients."

                     About the New Partners

Allison M. Alcasabas, age 36, New York office, Litigation: Ms.
Alcasabas' practice focuses on complex products liability
litigation. She is currently representing Brown & Williamson
Tobacco Corporation in smoking and health litigation throughout
the United States. Ms. Alcasabas received her B.A., cum laude,
from Bucknell University, and her J.D. from Cornell Law School,
where she was a member of the Cornell Law Review. She is admitted
to practice in New York, New Jersey, Connecticut and Washington
State.

Scott D. Berson, age 34, New York office, Corporate: Mr. Berson
principally represents financial institutions in connection with
structured and more conventional financings, in addition to
general corporate transactional matters. In his representation of
arrangers and administrative agents, Mr. Berson participated in
the creation of a single-seller commercial paper conduit to
finance trade receivables and a series of lease financing
transactions for a Fortune 100 industrial/service company. Mr.
Berson also recently represented an international lending
institution in connection with a secured loan to an energy company
emerging from bankruptcy, and currently represents a major
financial institution arranging several restructurings of lease
financing transactions, including a refinancing through a Rule
144A capital markets offering. He received his B.A., with honors,
from Amherst College, and his J.D. from New York University School
of Law. He is admitted to practice in New York.

Joseph G. Falcone, age 36, New York office, Litigation: Mr.
Falcone concentrates his practice on complex products liability
litigation. He has assisted in the successful defense of cigarette
manufacturers in several product liability trials throughout the
United States. He also has counseled manufacturers in the United
Kingdom and Asia with respect to product liability defense issues.
Mr. Falcone received his B.A. from Haverford College, where he was
a member of Phi Beta Kappa, and his J.D., magna cum laude, from
Syracuse University College of Law, where he was managing editor
of the Syracuse Law Review. After graduating from law school, Mr.
Falcone clerked for two years for the Hon. Nicholas H. Politan,
U.S. District Judge for the District of New Jersey. He is admitted
to practice in New York and New Jersey.

                  About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, corporate
finance, energy, telecommunications, commercial and products
liability litigation, securities litigation and regulatory
enforcement, white collar defense, intellectual property,
antitrust, domestic and international tax, reinsurance and
insurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, Kyiv, Warsaw
(through a Polish partnership), Beijing and a multinational
partnership, Chadbourne & Parke, in London. For additional
information, visit http://www.chadbourne.com/


* Samir Barakat Joins Charles River Associates as Sr. Consultant
----------------------------------------------------------------
Samir F. Barakat has joined Charles River Associates Incorporated
(NASDAQ: CRAI), an internationally known leader in providing
economic, financial, and management consulting services,
as a Senior Consultant to the firm's Energy & Environment Practice
and will be affiliated with CRA's Oakland office.

Mr. Barakat's expertise is in litigation economics, valuation
studies, regulatory policy and pricing, and strategic planning.
During his 25-year career, he has worked extensively for electric
utilities, other energy companies, and solid waste firms. In
addition to strategic consulting, he has provided expert testimony
on damages, asset valuation for tax and condemnation purposes,
regulatory policy, and utility ratesetting before both
administrative bodies and civil courts. In addition to his role as
a Senior Consultant to CRA, Mr. Barakat is the Founding President
of Barakat Consulting, Inc.

Prior to forming Barakat Consulting, Mr. Barakat was Vice
President for Customer Strategies at PG&E Energy Services, where
he was responsible for developing and implementing a strategic
analysis and custom rate negotiation capability that would permit
large industrial, commercial, institutional, and governmental
energy users to benefit from the advent of competitive energy
markets. Previously, he was President of Barakat & Chamberlin,
Inc., which grew to become a nationally regarded energy and
utility consulting firm with more than 100 professional staff.
Heading the firm, Mr. Barakat directed numerous litigation and
strategic projects for clients in the electric utility,
independent power, natural gas, telecommunications, and solid
waste industries. (Barakat & Chamberlin merged with PG&E Energy
Services in 1997.) Earlier in his career, Mr. Barakat held several
positions in the ratesetting and revenue requirement departments
at Pacific Gas & Electric Company.

In announcing this affiliation, James C. Burrows, CRA's President
and CEO, said, "In his distinguished career, Sam Barakat has
demonstrated the ability to join the roles of consultant and
entrepreneur to great effect, most notably in his founding and
developing one of the leading utility consulting firms in the
United States. Sam's extensive knowledge of and experience with
ratemaking, regulation, and utility industry restructuring,
combined with his astute economic and financial analyses, have
benefited his many satisfied clients within the energy and waste
management industries. CRA's Energy & Environment Practice
welcomes Sam and looks forward to a long and fruitful
collaboration."

                        About CRA

Founded in 1965, Charles River Associates is an economics,
finance, and business consulting firm that works with businesses,
law firms, accounting firms, and governments in providing a wide
range of services. CRA combines economic and financial analysis
with expertise in litigation and regulatory support, business
strategy and planning, market and demand forecasting, policy
analysis, and engineering and technology management. The firm is
distinguished by a corporate philosophy of providing responsive,
top-quality consulting; an interdisciplinary team approach;
unsurpassed economic, financial, and other analytic skills; and
pragmatic business insights. In addition to its corporate
headquarters in Boston and international offices in Auckland,
Brussels, Dubai, London, Melbourne, Mexico City, Toronto, and
Wellington, CRA also has U.S. offices in Chicago, College Station,
Dallas, Houston, New York, Oakland, Palo Alto, Pasadena,
Philadelphia, Salt Lake City, Silicon Valley, and Washington, D.C.
Detailed information about CRA can be found at
http://www.crai.com/


* Davenport Lyons Appoints Five New Partners
--------------------------------------------
West End law firm Davenport Lyons has boosted its partners with
five internal promotions. These appointments take the number of
partners at Davenport Lyons to thirty-five.

Martin Haines - (Media) Martin joined the firm's Media Department
in January 2000, becoming an Associate in July 2002. His practice
spans all aspects of the media but is primarily focussed on film
and television production and finance.

Sam Tatton-Brown - (Media) Sam joined the Media Department in
November 1999 and became an Associate in July 2002. His practice
concentrates primarily on film and television finance work.

Fraser Bloom - (Media) Fraser joined the Media Department in March
2003 as an Associate. He advises on all aspects of film and
television development, production, finance and distribution.

Julie Killip - (Insolvency) Julie joined the firm's Insolvency
Group as an Associate in January 2002. Julie specialises in
contentious insolvency, both corporate and personal, and acts not
only for insolvency practitioners, but also for companies,
partnerships and individuals on insolvency issues.

Alun Thomas - (Licensing) Alun joined the firm``s Licensing Group
as an Associate in January 2002. A former Police Officer involved
in licensing and Clubs and Vice, Alun has a wealth of experience
in contentious and non-contentious work.

Partnership Director, Richard Bunn said "We are absolutely
delighted to be able to promote such talented individuals within
the firm".

                           *********

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.

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