TCR_Public/040726.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, July 26, 2004, Vol. 8, No. 154

                           Headlines

ADELPHIA COMMS: Hires Klehr Harrison to Fight with Devon Mobile
AIR CANADA: Court Sets Creditors Meeting On August 17
AIR CANADA: Amends $220 Million Lawsuit Against WestJet
ARGOSY GAMING: S&P Rates $675 Million Bank Loan at BB
AT&T CORP: Fitch Downgrades Sr. Unsecured Debt Rating to BB+

BCF LLC: Fitch Takes Various Rating Actions on Certificates
BEAR STEARNS: Invests $120 Mil. Equity Capital in ACA Holdings
BERMUDA FIRE & MARINE: Court Modifies Permanent Injunction Order
BIG BUCK BREWERY: Filed for Chapter 11 Protection on June 10
BLOCKBUSTER INC: S&P Rates $1.45 Billion Bank Loan at BB

CAESARS ENTERTAINMENT: Reports $148 Mil. Net Income in 2nd Quarter
CELESTICA: Stockholders' Deficit Widens to $637 Mil. as of June 30
CENTERPOINT ENERGY: Fitch Rates Trust-Preferred Securities at BB+
COGNISTAR CORP: Court Sets August 20 as Counteroffer Deadline
COVANTA ENERGY: Court Extends Remaining Debtors' Exclusive Period

DELTA FIN'L: Prices Common Stock Public Offering at $6.50/Share
DEVINE: Completes Settlements Reducing Debt by CDN$5 Million
ENRON CORP: Judge Approves Transportadora and Petrobas Agreement
ENRON CORP: Seeks Court Approval to Retain CSS as Counsel
ESPRIT EXPLORATION: Plans to Reorganize Under CCAA in Canada

FEDDERS CORP: Records Reduced Net Income of $6M for 2nd Quarter
FEDERAL-MOGUL: Posts $1.4 Bil. Stockholders' Deficit at June 30
FEDERAL-MOGUL: Robert S. Miller, Jr., Sits as Interim CEO
FIRST UNION: Fitch Affirms $8.7 Million Class M Ratings at CCC
FISHER SCIENTIFIC: S&P Rates Proposed $250 Mil. Notes at BB+

FLEMING COMPANIES: Court Approves Robert Reynolds' Employment
FOOTSTAR INC: Sold Mira Loma Facility for $28 Mil. to Thrifty Oil
FORT HILL: Looks to Mariposa for Financial Restructuring Advice
FRANKLIN CAPITAL: Quince Associates Buys 650,000 Common Shares
FORD MOTOR: CNGVC Questions Environmentally Friendly Vehicles

G-STAR: S&P Assigns Preliminary BB Ratings to Preferred Shares
HERITAGE ORGANIZATION: Baker and McKenzie Serves as Attorneys
HUDSON RCI: Teleflex Enters Agreement for $400M Credit Facility
HUDSON STRAITS: S&P Assigns BB Ratings to Class E Series 2004
IMPATH INC: Court Schedules August 18 Disclosure Hearing Date

INVISION TECHNOLOGIES: Reports 2nd Quarter 2004 Financial Results
I2 TECH: Stockholders' Deficit Narrows to $198 Million at June 30
JILLIAN'S ENTERTAINMENT: Has Until Oct. 20 to Decide on Leases
JUNIPER: Expands Sales Organization with Three Senior Appointments
KAISER ALUMINUM: Appoints Anne Ferazzi as FSC Representative

LOEWS CINEPLEX: S&P Rates Proposed Bank Term Loan at B
LORAL SPACE: Creditors Committee Agrees to Equity-for-Debt Swap
MALAN REALTY: Closes Sale of Valparaiso Property for $1.8 Mil.
MATRIA HEALTHCARE: Posts Improved Earnings & Income in 2nd Quarter
METRIS COMPANIES: 2nd Quarter Net Loss Balloons to $70.3 Million

MICROFINANCIAL: Subsidiary Enters Into Credit Agreement with Acorn
MIRANT CORP: Court Approves Contra Costa Settlement Pact
MOLECULAR DIAGNOSTICS: Stockholders Meeting on July 29
MONONGAHELA POWER: S&P Downgrades Bond Ratings to BB from BB-
NBTY INC: Reports 30% Sales Increase to $400 Mil. in 3rd Quarter

NEVADA POWER CO: S&P Downgrades Bond Ratings to BB+ from BB
NEXPRISE INC: Posts $10 Million Stockholders' Deficit at June 30
NORTH POINT PROPERTIES: Case Summary & 5 Unsecured Creditors
NRG ENERGY: Court Approves Asset Sale Bidding Procedures
OM GROUP: Receives Waivers of Covenant Defaults From Noteholders

PARMALAT GROUP: Court Approves Farmland & Jade Land Agreements
PAUL MAURICIO: Case Summary & 20 Largest Unsecured Creditors
PENTHOUSE INT'L: Completes $2 Mil. Private Placement with Mercator
PHOTOWORKS: Records $1.1 Million Stockholders' Deficit at June 26
POTOMAC EDISON CO: S&P Downgrades Bond Ratings to BB from BB-

PREFERRED RIVERWALK: Court Dismisses Chapter 11 Bankruptcy Case
PRUDENTIAL ASSURANCE COMPANY: Section 304 Petition Summary
PSS WORLD: Settles SourceOne Healthcare Claim for $6 Million
RADIOLOGIX: Schedules 2nd Quarter Conference Call on August 5
RAVENSWOOD APARTMENTS: Case Summary & Largest Unsecured Creditors

REVLON INC: Redeems Remaining 12% Senior Secured Notes Due 2005
RCN CORP: Court Authorizes Debtors to Implement Retention Plan
REMOTE DYNAMICS: Posts $14.7 Mil Stockholders' Deficit at May 31
RESI FINANCE: S&P Raises Low-B Ratings on 3 Classes
RUSSEL METALS: Announces 2nd Quarter Earnings Of $1.03 Per Share

SERVICE CORP: S&P Raises International Ratings to BB from BB-
SIERRA PACIFIC POWER: S&P Downgrades Bond Ratings to BB+ from BB
SK GLOBAL AMERICA: Court Approves Stipulation with Simon Property
SMTC CORPORATION: Schedules Second Quarter Results on August 9
SPECTRUM PHARMACEUTICALS: Demands Delisting from Berlin Exchange

SPEIZMAN INDUSTRIES: Employs Dobbins Company as Auctioneer
STRATUS TECH: Stockholders' Deficit Widens to $63.8MM at May 31
STRUCTURED ASSET: Fitch Makes Various Rating on Certificates
TANGO INC: Investor Conference Call Available Until July 29
TROPICAL SPORTSWEAR: To Release 3rd Quarter Results Today

US PLASTIC: Files for Chapter 11 Protection in S.D. Florida
U.S. PLASTIC LUMBER: Voluntary Chapter 11 Case Summary
UST INC: Stockholders' Deficit Narrows to $35 Million at June 30
VISTEON CORPORATION: Reports Improved Second Quarter Earnings
WINN-DIXIE: Will Webcast 4th Quarter Conference Call on Aug. 19

WORLDCOM INC: Court Extends Filing for Notice of Appeal to July 30
W.R. GRACE: Futures Representative's Seeks To Retain CIBC

* BOND PRICING: For the week of July 26 - July 30, 2004

                           *********


ADELPHIA COMMS: Hires Klehr Harrison to Fight with Devon Mobile
---------------------------------------------------------------
Adelphia Communications asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Klehr,
Harrison, Harvey, Branzburg & Ellers as their special counsel to
continue to represent them in matters related to various claims
and litigation with Devon Mobile, LP.  Devon's dueling chapter 11
case is before the U.S. Bankruptcy Court for the District of
Delaware.

On September 5, 2002, the ACOM Debtors hired Klehr Harrison
pursuant to the Court's June 27, 2002 Order authorizing the
employment of professionals within the Debtors' ordinary course
of business.

According to Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher, LLP, in New York, the ACOM Debtors find it necessary
to employ Klehr Harrison as special counsel pursuant to Section
327(e) of the Bankruptcy Code because:

    -- Klehr Harrison has begun to exceed the monthly cap for
       ordinary professionals; and

    -- the ACOM Debtors anticipate Klehr Harrison's services to
       increase in the upcoming months due to certain litigation
       commenced by the Devon Debtors against the ACOM Debtors.

Klehr Harrison is a 92-attorney firm based in Philadelphia,
Pennsylvania, with offices located in Wilmington, Delaware, as
well as in Cherry Hill, New Jersey. Klehr Harrison provides a
full range of legal services.

The ACOM Debtors selected Klehr Harrison because, among other
things, the firm has been providing them with legal
representation with respect to Devon Mobile and the Devon Mobile
bankruptcy cases, and the firm understands their businesses as
well as their former relationship with Devon Mobile.

Ms. Chapman relates that Devon Mobile and ACOM filed multi-
million dollar claims against each other's estate in connection
with, among other things, the Devon Limited Partnership
Agreement.  To determine the validity and extent of the claims,
the ACOM Debtors agreed to lift the automatic stay in their
bankruptcy case to allow Devon Mobile to prosecute its claims
against them.  Recently, Devon Mobile filed a complaint against
ACOM alleging certain preference, fraudulent conveyance, breach
of fiduciary duty, and deepening insolvency claims.

Ms. Chapman tells Judge Gerber that the defense of the Devon
Mobile Action, as well as the prosecution of counterclaims, will
require extensive assistance from Klehr Harrison going forward.
Therefore, the ACOM Debtors anticipate that the firm's legal fees
will continue to exceed the fee amount allowed under the OCP
Order.

In consideration of its services, Klehr Harrison will be
compensated on an hourly basis, plus reimbursement of actual and
necessary expenses incurred.  Klehr Harrison's hourly rates,
subject to periodic and ordinary course adjustments, are:

              Attorneys                 $150 - 500
              Legal Assistants           125 - 150

According to its books and records, Klehr Harrison has received
$239,722 and is owed $205,478 in compensation for services
rendered and expenses incurred in the ACOM Debtors' Chapter 11
cases.

Joanne B. Wills, a partner at Klehr Harrison, assures the Court
that the firm:

    -- does not represent any party, or hold any interest, adverse
       to the ACOM Debtors; and

    -- has no connection with the potential parties-in-interest
       that would affect its ability to represent the ACOM Debtors
       in their bankruptcy cases.

Adelphia Communications Corporation and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
64; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


AIR CANADA: Court Sets Creditors Meeting On August 17
-----------------------------------------------------
Air Canada's creditors will meet on August 17, 2004, to vote on
the carrier's CCAA Restructuring Plan.  Air Canada is proceeding
with all planned activity to meet the September 30, 2004 target
for emergence from CCAA.

For the Plan to obtain the necessary creditor approval pursuant
to the CCAA, the resolution to approve the Plan must be accepted
by a majority in number of the Affected Unsecured Creditors
entitled to vote, representing not less than 66-2/3% in value of
the Voting Claims of the Affected Unsecured Creditors.

In this regard, the Applicants ask Mr. Justice Farley for
permission to call on the Affected Unsecured Creditors for
meeting on August 17, 2004 at the Grand Salon at the Fairmont
Queen Elizabeth, in Montreal, Quebec at 10:00 a.m.  The
Applicants will present the Resolution for the Affected Unsecured
Creditors' approval at the meeting.

If the required majorities of Affected Unsecured Creditors
approve the Plan at the meeting, the Applicants intend to present
the Plan to the CCAA Court for approval and sanction on
August 23, 2004.

The Applicants will mail the Circular, Plan Prospectus, and
related materials to Affected Unsecured Creditors on
July 15, 2004.

The Creditors' meeting is dependent on the Applicants' domestic
unions ratifying the amendments to their collective agreements,
as expressly required in the Applicants' Amended Standby Purchase
Agreement with Deutsche Bank.

The Applicants does not intend to hold a meeting with their
shareholders since the shareholders will receive only
consideration under the Plan.

The Applicants also ask the CCAA Court to establish July 31, 2004
as the record date to determine the creditors entitled to
participate in the Rights Offering.  The Plan entitles Affected
Unsecured Creditors to participate in the Rights Offering.

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)


AIR CANADA: Amends $220 Million Lawsuit Against WestJet
-------------------------------------------------------
Air Canada filed an amended Statement of Claim with the Ontario
Superior Court of Justice seeking $220 million in damages in its
lawsuit against WestJet Airlines and its former Vice President of
Strategic Planning, Mark Hill.

WestJet and certain executives were involved in corporate
espionage on a massive scale against Air Canada. Mark Hill has
admitted that WestJet surreptitiously accessed an internal
employee website nearly a quarter of a million times over a
12-month period, and created automated technology to download and
analyze passenger load and booking information.

As a result, WestJet acquired a competitive advantage by obtaining
access to the number of passengers booked on any flight on any
route Air Canada flies anywhere in the world, for up to a year
into the future. To its advantage and to Air Canada's detriment,
WestJet then used Air Canada's confidential information to compile
computer-generated reports for use in strategic planning, routing
and pricing decisions, with a high degree of accuracy and very
little risk.

Air Canada's $220 million claim includes $170 million in
compensation, $25 million in punitive damages and $25 million for
WestJet's intentional destruction of documents when it learned Air
Canada had discovered the espionage.

Mr. Hill resigned from WestJet last week, several months after
being placed on paid leave in the aftermath of it becoming
publicly known that he and WestJet had engaged in corporate
espionage.

Air Canada looks forward to hearing in open court WestJet's
explanation for improperly accessing Air Canada's confidential
employee website nearly a quarter of a million times over a 12-
month period.

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.


ARGOSY GAMING: S&P Rates $675 Million Bank Loan at BB
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating and a
recovery rating of '3' to Argosy Gaming Co.'s proposed
$675 million senior secured credit facility, indicating Standard &
Poor's expectation that the lenders would realize a meaningful
recovery of principal (50%-80%) in the event of default.

At the same time, Standard & Poor's affirmed its ratings on the
Alton, Illinois-based casino riverboat owner and operator,
including its 'BB' corporate credit rating. The rating on the
company's existing bank facility will be withdrawn once the new
facility closes. The outlook remains stable. Total debt
outstanding at March 31, 2004, was approximately $895 million.

This facility is secured by a first priority interest in
substantially all the present and future assets of Argosy and its
restricted subsidiaries. The bank loan rating is the same as the
corporate credit rating given this recovery expectation. Proceeds
from the proposed bank facility will be used to refinance existing
bank debt and for fees and expenses.

"We expect that the overall gaming environment in the near term
will remain stable and that Argosy will maintain its good market
positions," said Standard & Poor's credit analyst Michael Scerbo.
As a result, the company's overall financial profile is expected
to remain around current levels. In the intermediate term,
Standard & Poor's expects Argosy to pursue growth opportunities
within the sector. However, any potential transaction is expected
to be financed in a manner consistent with the rating.


AT&T CORP: Fitch Downgrades Sr. Unsecured Debt Rating to BB+
------------------------------------------------------------
Fitch Ratings has downgraded the rating on AT&T Corp.'s senior
unsecured debt to 'BB+' from 'BBB-'. AT&T's commercial paper
rating has been lowered to 'B' from 'F3', and Fitch's Rating
Outlook on AT&T remains Negative. Approximately $11.9 billion of
debt as of the end of the first quarter of 2004 is affected by
this rating action.

Fitch's rating action reflects the on-going concerns regarding the
potential for AT&T to stabilize the severe erosion of its revenue
and operating cash flow. Fitch expects sustained secular
deterioration of the long distance industry due to intense
competition. The lack of growth opportunities facing AT&T is
evident by the company's decision to exit the consumer market and
by continued cuts in capital spending. While the company has done
a good job of maintaining a relatively strong balance sheet and
free cash flow level, Fitch is concerned that continued core
business erosion will lead to long-term strained financial
flexibility. In the short-term Fitch is concerned that the company
will not be able to maintain commercial paper market access and
that its bank facility renewal could prove difficult over the
issue of collateralization. Longer-term, Fitch is concerned that
steady free cash flow erosion is unavoidable even with continued
capital spending reductions.

AT&T Business Services operational trends continue to be impacted
by the unstable pricing environment, heightened competition, and
demand issues. In particular industry pricing remains under
significant pressure partly due to the pricing strategy of ABS. In
an effort to stem market share declines within key product
segments, the company adopted an aggressive pricing strategy,
which however was quickly matched by competition. This latest
round of price erosion will again re-price the customer base
resulting in accelerated retail voice and data revenue declines.
Additionally Fitch expects that ABS will continue to loose market
share within the small and medium sized enterprise accounts. Fitch
anticipates that competition from the regional Bell operating
companies will drive the market share decline. Fitch believes that
AT&T's pricing strategy will continue the downward pressure on
revenues through 2006 as new product expansions such as voice over
Internet protocol and wireless will not offset the expected
revenue declines from the legacy products.

Fitch recognizes management's efforts to reduce ABS' cost
structure during 2003, however Fitch believes that the company
will find it difficult to reduce costs in line with expected
revenue declines resulting in further margin compression. Access
costs account for a large part of ABS' cost structure and with
total volumes expected to remain flat during 2004 Fitch believes
it will be hard to reduce access costs during 2004.

Fitch's rating takes into account the strategic shift in the AT&T
Consumer Services product portfolio as well as the persistent
revenue declines of the stand alone consumer long distance
business. AT&T utilized UNE - P to facilitate its residential
local service offering and the local service bundle is core to the
company's efforts to mitigate the competitive pressures of the
RBOCs entry into in region long distance service. Fitch expects
the impact of the regulatory developments surrounding UNE - P will
rapidly diminish the long term viability and strategic value of
UNE - P to ACS. Fitch expects ACS local service strategy to focus
on voice over internet protocol. Fitch anticipates that ACS UNE -
P subscriber base will churn off the network and Fitch expects
that 2005 revenue will be negatively impacted.

As of the end of the second quarter of 2004, AT&T's leverage
metric was 1.4 times based on gross debt outstanding adjusted for
restricted cash collateralizing debt and net F/X mark to market,
and 1.0x on a net debt basis. Fitch anticipates that the year-end
2004 gross debt leverage metric will range between 1.3x and 1.6x
while net debt leverage will range between 1.0x and 1.2x. On a
consolidated basis Fitch estimates that the company will generate
approximately $2 billion of free cash flow after the dividend
payment and is positively impacted by the $600 million reduction
in planned 2004 capital expenditures.

AT&T's liquidity position is supported by the nearly $2.5 billion
of cash on its balance sheet, the collective availability of up to
$1.4 billion under ABS and ACS' accounts receivable securitization
program, and the company's $2 billion 364-day revolver. AT&T's
revolver is set to expire during October 2004. Fitch notes that if
the company's new bank facility contains more onerous terms and
conditions than the existing facility such as springing liens or
security interests, Fitch may downgrade the senior unsecured
rating to acknowledge its subordination compared to the secured
debt. As of the end of the second quarter the company had
approximately $500 million of commercial paper outstanding. Fitch
believes that the rating action will limit the company's ability
to roll over its commercial paper balances and pressure its
liquidity profile.

From Fitch's perspective, cash required for AT&T's near term
maturity profile is nominal consisting of approximately $700
million in 2004 and 2005 maturities total approximately $500
million net of restricted cash and hedge offsets. Scheduled
maturities in 2006 total $1.6 billion.

AT&T's Negative Rating Outlook reflects Fitch's expectations that
the current industry dynamics and operational trends will continue
to contribute to the deterioration of the company's EBITDA and
free cash flow generation. The Negative Rating Outlook also
considers the low visibility related to when revenue, EBITDA and
free cash flow stabilization will occur. However, stabilization of
these factors will likely lead to a stabilization of the company's
rating. A further deterioration of free cash flow and revenue
trends beyond current expectations coupled with any pressure on
the company's liquidity profile or the introduction of material
collateralized debt would be predictive of further negative rating
actions.


BCF LLC: Fitch Takes Various Rating Actions on Certificates
-----------------------------------------------------------
Fitch Ratings takes ratings actions on the following certificates
of BCF L.L.C. mortgage pass-through certificates:

     BCF L.L.C. mortgage pass-through certificates,
     series 1997-R1:

               --Class A affirmed at 'AAA';
               --Class B1 affirmed at 'AA';
               --Class B2 affirmed at 'BB+'.

     BCF L.L.C. mortgage pass-through certificates,
     series 1997-R2 group 1:

               --Class 1A affirmed at 'AAA';
               --Class 1-B1 upgraded to 'AAA' from 'AA';
               --Class 1-B2 affirmed at 'A';
               --Class 1-B3 affirmed at 'BBB';
               --Class 1-B4 affirmed at 'BB';
               --Class 1-B5 affirmed at 'B'.

     BCF L.L.C. mortgage pass-through certificates,
     series 1997-R2 group 2:

               --Class 2A affirmed at 'AAA';
               --Class 2-B1 affirmed at 'AA';
               --Class 2-B2 affirmed at 'A';
               --Class 2-B3 affirmed at 'BBB';
               --Class 2-B4 downgraded to 'B-' from 'B' and
                 removed from Rating Watch Negative;
               --Class 2-B5 remains at 'C'.

     BCF L.L.C. mortgage pass-through certificates,
     series 1997-R2 group 3:

               --Class 3A affirmed at 'AAA';
               --Class 3-B1 affirmed at 'AA';
               --Class 3-B2 affirmed at 'A';
               --Class 3-B3 affirmed at 'BBB';
               --Class 3-B4 affirmed at 'BB' and removed from
                 Rating Watch Negative;
               --Class 3-B5 remains at 'C'.

     BCF L.L.C. mortgage pass-through certificates,
     series 1997-R3:

               --Class A affirmed at 'AAA';
               --Class B1 affirmed at 'AA';
               --Class B2 affirmed at 'BB'.

These actions are taken due to the level of losses incurred and
the high delinquencies in relation to the applicable credit
support levels as of the June 25, 2004 distribution. The
affirmations on these classes reflect credit enhancement
consistent with future loss expectations.


BEAR STEARNS: Invests $120 Mil. Equity Capital in ACA Holdings
--------------------------------------------------------------
American Capital Access Holdings Limited has entered into a
definitive Stock Purchase Agreement under which Bear Stearns
Merchant Banking, the dedicated private equity arm of Bear Stearns
& Co. Inc., will invest up to $120 million of equity capital in
ACA Holdings. The private placement is expected to close during
the third quarter, subject only to certain regulatory approvals,
rating agency confirmations and other customary conditions. ACA
Holdings will contribute substantially all of the net proceeds to
the surplus of ACA Financial Guaranty Insurance Company. ACA
Holdings also confirmed that, since June 2004, existing
institutional stockholders had contributed approximately $28
million of new equity capital. The stockholders included, Stephens
Group, Inc., Third Avenue Trust, Chestnut Hill ACA and FW ACA
Investors, L.P. Upon closing of the Bear Stearns Merchant Banking
investment, ACA's aggregate statutory capital will increase to
over $300 million.

Alan S. Roseman, CEO of ACA Holdings, stated "The agreement with
Bear Stearns Merchant Banking and the new investment by our
existing institutional shareholders signals the imminent
completion of our capital plan, which is directed at fully
satisfying Standard & Poor's capital requirements for ACA's "A"
financial strength rating. With over $300 million of paid-in
statutory capital, ACA will have increased its qualified statutory
capital by over 75% since December 31, 2003, providing a long-
lasting capital base to sustain ACA's "A" rating indefinitely. ACA
is extremely gratified that Bear Stearns Merchant Banking has
agreed to join its investor group and become its largest
shareholder. Their institutional knowledge and expertise will
decidedly strengthen ACA's market position and strategic focus."

ACA Holdings is a diversified specialty finance company,
participating in the municipal finance and structured finance
markets through its operating subsidiaries, including ACA, a
financial guaranty insurance company. More information about ACA
Holdings can be found at http://www.aca.com/

Bear Stearns Merchant Banking, the dedicated private equity arm of
Bear Stearns & Co. Inc. (NYSE: BSC), invests private equity
capital in compelling leverage buyouts, recapitalizations and
growth capital opportunities alongside superior management teams.
More information about Bear Stearns Merchant Banking can be found
at http://www.bsmb.com/

Banc of America Securities LLC and J.P. Morgan Securities, Inc.
are acting as financial advisors to ACA Holdings.

                           *   *   *

As reported in the Troubled Company Reporter's July 2, 2004,
edition, Fitch downgrades Bear Stearns Commercial Mortgage
Securities Inc., commercial mortgage pass-through certificates,
series 2000-WF1, as follows:  

     --$3.3 million class L to 'CCC' from 'B-'.

Fitch upgrades the following classes:

     --$31 million class B certificates to 'AA+' from 'AA';
     --$35.5 million class C certificates to 'A+' from 'A';
     --$8.9 million class D certificates to 'A' from 'A-';
     --$26.6 million class E certificates to 'BBB+' from 'BBB';  
     --$8.9 million class F certificates to 'BBB' from 'BBB-'.

In addition, the following classes are affirmed:

     --$200.7 million class A-1 at 'AAA';
     --$455.0 million class A-2 at 'AAA';
     --Interest only class X at 'AAA';
     --$31.1 million class B at 'AA';
     --$15.5 million class G at 'BB+';
     --$13.3 million class H at 'BB';
     --$6.7 million class I at 'BB-';
     --$5.6 million class J at 'B+';
     --$8.9 million class K at 'B'.  

Fitch does not rate the $6.9 million class M.  

The downgrade is the result of expected losses on loans currently  
in special servicing. Losses are expected to negatively impact the  
credit enhancement of class L.

The rating upgrades reflect both the improved credit enhancement  
levels resulting from scheduled amortization and the subordination  
levels of deals with similar characteristics issued on July 23,
2004. As of the June 2004 distribution report, the pool's
aggregate certificate balance was reduced by 6.05% to $826.9
million from $888.3 million at issuance. In addition, 3.84% of the
pool has been fully defeased. To date, the trust has realized $7
million in losses.

Currently the transaction is collateralized by 180 commercial and  
multifamily loans with an average loan size of $4.58 million. The  
transaction is diverse by property type, which includes office  
(28%), retail (18%), multifamily (17%), industrial (11%), and  
hotel (8%) property types. Geographic concentrations include  
California (33%), North Carolina (7%), New York (7%), and Texas  
(5%).  

Fitch has reviewed the two credit assessed loans in the pool, 650  
Townsend Center and First Union Capitol. Both loans maintain their  
investment-grade credit assessment.

The 650 Townsend Center loan is secured by a 612,848 square foot  
(SF) office building located in the South of Market submarket of  
San Francisco, CA. As of year-end (YE) 2003, the Fitch-stressed  
debt service coverage ratio (DSCR) was 1.85 times (x), versus  
1.52x at issuance. The Fitch-stressed DSCR is based on cash flow  
adjusted for vacancy, capital expenditures, reserves, and a  
stressed debt service based on a 9.66% constant. Of concern to  
Fitch is the drop in occupancy. As of YE 2003, occupancy has  
decreased to 85% as compared with 92% for YE 2002 and 98% at  
issuance. However, the property's occupancy remains above market  
levels of approximately 79%.  

The First Union Capital Center loan is secured by a 544,482 SF  
class A office building in Raleigh, North Carolina. As of YE 2003,  
the property was 90% occupied, and the Fitch-stressed DSCR had  
increased to 1.72x from 1.37x at issuance. The Fitch-stressed DSCR  
is based on cash flow adjusted for vacancy, capital expenditures,  
reserves, and a stressed debt service at a 9.66% constant.  

There are currently three loans (2.16%) in special servicing. The  
largest loan in special servicing (1.06%) is secured by a 374,000  
sf industrial property located in Dover, DE. The loan was  
transferred to the special servicer due to imminent default. The  
property suffered some structural damage and business interruption  
insurance has been used to cover debt service. The situation is  
being evaluated for possible workout strategies. The property  
remains current with the debt service payments.


BERMUDA FIRE & MARINE: Court Modifies Permanent Injunction Order
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order modifying its Permanent Injunction Order, dated
January 7, 1997.

The Bankruptcy Court amended the order to give full force and
effect to the Amending Scheme of Arrangement between Bermuda Fire
& Marine Insurance Company Limited and its respective scheme
creditors in the United States.

For additional information, contact:

     Clifford Chance US LLP
     Telephone (212) 878-8000

The Bermuda Fire & Marine Insurance Company Limited filed a
Section 304 Petition (Bankr. S.D.N.Y. Case No. 93-46013) on
November 30,1993.  The Honorable Prudence Carter Beatty
presides over the case.


BIG BUCK BREWERY: Filed for Chapter 11 Protection on June 10
------------------------------------------------------------
On June 10, 2004, Big Buck Brewery & Steakhouse Inc. filed a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Eastern District of Michigan, Southern Division in Detroit. The
case has been designated as Case No. 04-566761. The Company
expects to continue in operation of its business as Debtor-in-
Possession.

Big Buck Brewery & Steakhouse, Inc. develops and operates
restaurant-brewpubs under the name Big Buck Brewery & Steakhouse.
The Company operates one unit in each of the following cities in
Michigan: Gaylord, Grand Rapids and Auburn Hills. In addition, the
Company opened a fourth unit in Grapevine, Texas. This unit is
owned and operated by Buck & Bass, L.P. pursuant to the Company's
joint venture agreement with Bass Pro Outdoor World, L.L.C., a
retailer of outdoor sports equipment. Big Buck Brewery &
Steakhouses offer craft-brewed beer brewed on-site, along with a
menu featuring steaks, ribs, chicken, fish, pasta and other food,
in a spacious setting. The Company's units offer over 10 different
types of beers ranging from a light golden ale to a full-bodied
stout. The Company also offers customers a full selection of hard
liquors.


BLOCKBUSTER INC: S&P Rates $1.45 Billion Bank Loan at BB
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Blockbuster Inc.'s proposed $1.45 billion credit facilities.
Proceeds from the transaction will be used to

     (1) refinance all amounts outstanding under the existing
         credit agreement;

     (2) pay a cash dividend to shareholders of approximately
         $905 million; and

     (3) pay transaction costs related to the special dividend,
         the split-off from Viacom, and the new credit facilities.
          
A corporate credit rating of 'BB' also has been assigned to the
company. The rating is based on Blockbuster's standing as an
independent company after the split-off from Viacom. The outlook
is stable.

"The ratings on Blockbuster reflect the risks of operating in a
mature and declining video rental industry, the company's
dependence on decisions made by movie studios, its high leverage,
and the technology risks associated with delivery of video movies
to the home," said Standard & Poor's credit analyst Diane Shand.
"These risks are partially mitigated by Blockbuster's dominant
market position in the video rental industry, good cash flow
generating capabilities, a healthy store base, and geographic
diversity."

Blockbuster is the number-one player in the mature and fragmented
$8.2 billion video rental market, with a 39% share in 2003. The
company has a 15.2% share of the overall home video industry.
Hollywood Entertainment, its closest competitor, has about a 13%
share in the rental market. Over the past five years, Blockbuster
has gained about eight points of share in the rental industry,
primarily from independents. In the near term, new
technologies are not expected to affect the creditworthiness of
the company. In the retail marketa, the company competes against
big box retailers, discounters, and specialty stores.


CAESARS ENTERTAINMENT: Reports $148 Mil. Net Income in 2nd Quarter
------------------------------------------------------------------
Caesars Entertainment, Inc. (NYSE: CZR) reported financial results
for the quarter and half-year ended June 30, 2004.

                  Second Quarter 2004 Results

For the second quarter of 2004, Caesars Entertainment reported net
income of $148 million. That compares to net income of $41 million
for the second quarter of 2003. Net income for the second quarter
of 2004 included a one-time gain of $87 million, net of taxes,
associated with the sale of the Las Vegas Hilton.

Adjusted net income for the second quarter of 2004 was
$60 million. That compares to adjusted net income of $43 million
in the second quarter of 2003.

Adjusted net income for the second quarter of 2004 excludes the
$87 million gain from the sale of the Las Vegas Hilton and
$3 million of the hotel's operating results; a $3 million
investment gain associated with the sale of the company's interest
in an office building in Las Vegas; $3 million in pre-opening
expense for the "We Will Rock You" musical at Paris Las Vegas and
the Roman Plaza at Caesars Palace; and $2 million related to
executive contract terminations. Adjusted net income for the
second quarter of 2003 excludes $2 million of discontinued
operations related to operating results for the Las Vegas Hilton.

Net revenue for the second quarter of 2004 was $1.161 billion,
compared to $1.136 billion for the second quarter of 2003. Second
quarter EBITDA - earnings before interest, taxes, depreciation and
amortization and non-recurring gains and charges - was
$292 million, compared to $275 million in EBITDA in the second
quarter of 2003.

                     First Half 2004 Results

For the first half of 2004, Caesars Entertainment reported net
income of $219 million. That compares to net income of $82 million
for the six month period that ended on June 30, 2003.

Adjusted net income for the first half of 2004 was $130 million
compared to adjusted net income of $84 million for the first half
of 2003.

Adjusted net income for the first half of 2004 excludes the
$87 million gain from the sale of the Las Vegas Hilton and
$11 million of the hotel's operating results; the $3 million
investment gain associated with the sale of the company's interest
in the Las Vegas office building; the $3 million in pre-opening
expense; the $2 million related to contract terminations; and
$7 million related to prior-year corporate income tax expense in
Indiana. Adjusted net income for the first half of 2003 excludes
$1 million in operating results from the Las Vegas Hilton and $1
million in pre-opening expense associated with the premier of "A
New Day...." starring Celine Dion at Caesars Palace.

Net revenue for the first half of 2004 was $2.357 billion, up from
$2.222 billion for the first half of 2003. EBITDA for the first
half of 2004 was $604 million, up from $542 million for the first
half of 2003.

        Strong EBITDA Growth & Significant Margin Improvement

"We had a strong second quarter, reporting record net income
before gains, six percent growth in EBITDA and significant margin
improvement," said Caesars President and Chief Executive Officer
Wallace R. Barr. "Continuing strength in the Las Vegas market
drove an overall increase of 35 percent in our income from
continuing operations."

               Second Quarter Financial Highlights

   -- The Western Region reported EBITDA of $124 million, an
      increase of 39 percent from $89 million in EBITDA in the
      second quarter of 2003. The company's four Las Vegas Strip
      resorts reported a 39 percent increase in EBITDA, driven by
      strong room rates, higher occupancy and increased slot win.

   -- In the Eastern Region, EBITDA was $102 million, down 16
      percent from the $122 million reported for the second
      quarter of 2003. Despite a strong April, the market
      experienced weakness in May and June.

   -- The Mid-South Region recorded EBITDA of $63 million, even
      with the results for the second quarter of 2003.

   -- The company completed the sale of the Las Vegas Hilton for
      $286 million to an affiliate of Colony Capital, LLC of Los
      Angeles. The sale resulted in an after-tax gain of
      $87 million, which is included in discontinued operations.
      Last week, the company used the $267 million in net proceeds
      from the sale to pay down additional debt, bringing pro           
      forma total debt reduction since the beginning of 2002 to
      more than $1 billion.

   -- The company closed a new $2-billion, five-year, senior
      credit facility. The proceeds from the facility were used to
      replace commitments under the company's existing credit
      facilities and refinance borrowings outstanding under those
      credit facilities.

   -- The company sold $375 million in Floating Rate Contingent
      Convertible Senior Notes due 2024 and used the proceeds to
      repay a portion of the amounts outstanding under its
      existing credit facilities. The convertible notes bear
      interest at a per annum rate of three-month LIBOR, adjusted
      quarterly.

   -- The Roman Plaza, the new gateway to Caesars Palace, opened
      in early July at the corner of Las Vegas Boulevard and
      Flamingo Road. The elegant piazza features a new restaurant,
      retail space and an amphitheater for concerts and sporting
      events.

   -- Construction proceeded on schedule and on budget for the new
      949-room hotel tower at Caesars Palace, scheduled for
      completion in the summer of 2005. The project, which will
      bring total room capacity to nearly 3,400, is the final
      component of the master plan to renovate Caesars Palace.

   -- Construction began on The Pier at Caesars, a $145 million
      luxury retail, dining and entertainment complex, that is
      scheduled to open on the Atlantic City Boardwalk in the
      summer of 2005. Developed and financed by an affiliate of
      The Gordon Group, The Pier at Caesars will feature Gucci,
      Hugo Boss, Louis Vuitton, Armani A/X, Bebe, Burberry and
      other elite retailers and restaurants and will be connected
      directly to Caesars Atlantic City by a sky bridge.

   -- Bradley Ogden, the new restaurant opened last year at
      Caesars Palace by the famed Bay Area celebrity chef, was
      named Best New Restaurant in the nation by the James Beard
      Foundation in New York. It is the first restaurant in Las
      Vegas to ever win this award and in 2003 the only restaurant
      outside of New York to be nominated.

   -- The Simon Group announced a late October opening for the
      175,000-square-foot expansion of The Forum Shops at Caesars
      Palace, one of the highest-yielding shopping venues in North
      America.

   -- In an effort to increase the participation of minority and
      women-owned vendors, the company launched
      http://www.caesarsdiversity.com/a new web site intended to  
      make it easier for minority and women-owned firms to do
      business with one of the world's leading gaming companies.

   -- The company opened the Caesars Entertainment LifeStrides
      Pharmacy Center, the company's first on-site pharmacy, at
      Bally's Las Vegas. The pharmacy offers more than 250 covered
      generic drugs to the company's 15,000 Las Vegas health plan
      participants at no out-of-pocket cost.

   -- The New Jersey Casino Control Commission, acting on the
      recommendation of the state Division of Gaming Enforcement,
      unanimously renewed the casino licenses for Caesars
      Entertainment's three Atlantic City resorts - the Atlantic
      City Hilton, Bally's Atlantic City and Caesars Atlantic
      City.

                        Western Region

EBITDA for the Western Region's seven casino resorts was
$124 million in the second quarter of 2004, up 39 percent from
$89 million in the year-ago quarter. The increase was driven by
strong room rates, higher occupancy and increased slot win on the
Las Vegas Strip. Revenue Per Available Room for Strip resorts rose
12 percent and slot win on the Strip increased 22 percent in the
quarter.

At Caesars Palace, net revenue in the quarter rose to $139 million
from $132 million in the second quarter of 2003. EBITDA was
$30 million, even with results for the second quarter of 2003.
Overall gaming volumes at Caesars Palace rose eight percent, while
gaming win declined six percent because of lower baccarat volume
and hold. RevPAR rose six percent, due to improved occupancy and a
four percent increase in the average cash room rate.

In early July, Caesars Palace opened its new Roman Plaza, which
provides a direct entrance to the property from the pedestrian
bridges that span Flamingo Road and Las Vegas Boulevard. The
175,000 square-foot expansion of The Forum Shops at Caesars is
scheduled to open in late October, and the resort's new 949-room,
luxury hotel tower is on schedule for completion in the summer of
2005.

At Paris Las Vegas, second quarter net revenue rose 15 percent, to
$105 million, from the year-ago quarter. Second quarter EBITDA was
$35 million, up 75 percent from $20 million reported in the second
quarter of 2003. The increase was due largely to higher gaming win
and room revenues. RevPAR increased 12 percent, driven by higher
cash room rates.

At Bally's, net revenue in the second quarter rose 12 percent, to
$74 million, from the second quarter of 2003. EBITDA was $19
million, up 73 percent from the second quarter of 2003. Gaming win
rose 10 percent due to higher slot win. RevPAR rose 13 percent,
driven by higher occupancy and room rates.

At the Flamingo Las Vegas, net revenue for the second quarter was
$97 million, up 26 percent from the year-ago quarter. EBITDA rose
43 percent, to $33 million, from the second quarter of 2003. The
results were driven by a 23 percent increase in slot win, a 17
percent increase in RevPAR and the inclusion of results from the
new Margaritaville cafe, which held its grand opening in January
of this year.

Other Nevada properties - the Reno Hilton, Caesars Tahoe and
Flamingo Laughlin - recorded combined EBITDA of $7 million in the
second quarter, up from $5 million in the second quarter of 2003.

                        Eastern Region

Second quarter EBITDA from Caesars' three Atlantic City casino
resorts and management fees from its Dover Downs slot operation
was $102 million, down 16 percent from the $122 million reported
for the second quarter of 2003, reflecting competition from The
Borgata Hotel Casino and Spa.

At Caesars Atlantic City, second quarter net revenue declined nine
percent, to $122 million. EBITDA was $38 million, compared to
$48 million in the second quarter of 2003. The decline was due
largely to a 25 percent reduction in table win, attributable to
decreases in volume and hold.

At Bally's Atlantic City, net revenue was $163 million, compared
to $177 million for the second quarter of 2003. EBITDA for the
second quarter was $47 million, down from $54 million in the year-
ago quarter. The declines were due to lower gaming volumes. Table
game win declined 15 percent, primarily as a result of an 11
percent drop in volume. Slot win declined five percent because of
a six percent drop in volume. RevPAR rose six percent, due to an
18 percent increase in the average cash room rate.

At the Atlantic City Hilton, second quarter net revenue was $71
million, down from $79 million in the second quarter of 2003.
Second quarter EBITDA was $15 million, down from $19 million in
the second quarter of 2003. Table and slot win declined 10 percent
and eight percent, respectively, primarily because of lower gaming
volumes.
                        Mid-South Region

Caesars Entertainment's seven casino resorts in Indiana,
Mississippi and Louisiana reported second quarter EBITDA of $63
million, even with results for the second quarter of 2003.

Caesars Indiana reported second quarter net revenue of $78
million, up from $75 million in the second quarter of 2003. EBITDA
was $19 million, even with results for the second quarter of 2003.
The property reported a four percent increase in gaming win and a
29 percent rise in RevPAR, driven by higher occupancy.

On the Gulf Coast, net revenue at Grand Casino Biloxi was
$60 million, up from $55 million in the year-ago quarter. EBITDA
was $16 million, up 45 percent from the $11 million recorded in
the second quarter of 2003. Gaming win rose eight percent,
resulting from increases in both table and slot win.

Second quarter net revenue at Grand Casino Gulfport was $49
million, up from $47 million in the second quarter of 2003. EBITDA
was $12 million, even with the prior year's second quarter. Gaming
win rose three percent, while higher room rates and improved
occupancy drove a 17 percent increase in RevPAR.

In Northern Mississippi, Grand Casino Tunica reported net revenue
of $48 million, compared to $54 million in the second quarter of
last year. EBITDA was $6 million, down 50 percent from $12 million
in the second quarter of 2003. Gaming win declined 15 percent as a
result of lower table game hold and lower slot volume.

Net revenue at the company's other two Tunica properties totaled
$35 million, up from $33 million in the second quarter of last
year. EBITDA was $10 million, even with the year-ago quarter.

                        International

The company's nine international properties reported combined net
revenue of $25 million, up from $23 million in the second quarter
of 2003. EBITDA was $14 million, up 40 percent from the $10
million recorded in the second quarter of last year. The results
reflected improved performance at Nova Scotia, South Africa and
Australia.

                     Capital expenditures

The company invested $141 million of capital during the second
quarter of 2004. Maintenance capital expenditures were $56 million
and investments in growth projects were $85 million. In the first
half of 2004, the company has invested $219 million of capital -
$100 million for maintenance and $119 million for growth projects.
The company currently expects to spend $671 million on capital
investments in 2004. This includes maintenance capital investments
of $276 million and growth capital of $395 million.

The 2004 budget for growth capital includes $197 million for the
luxury room tower and meeting space addition at Caesars Palace;
$41 million for the garage at Caesars Atlantic City, $22 million
for the Roman Plaza project at Caesars Palace; and $59 million
related to development of the Mohawk Mountain Casino Resort in New
York State.

The remaining budget for growth projects includes $18 million for
selected projects at Caesars Palace; $9 million related to "We
Will Rock You" at Paris Las Vegas; $12 million at Caesars Atlantic
City, principally for a facade renovation and construction of the
bridge connecting the second floor of the casino to the Pier at
Caesars; and $10 million related to the development of a Caesars-
branded casino with the Pauma-Yuima Band of Luiseno Mission
Indians in northern San Diego County, California.

                        Other items

Depreciation and amortization in the second quarter was $112
million, compared to $114 million in the second quarter of 2003.

Pre-opening expense in the quarter was $3 million, related to the
scheduled premiere of "We Will Rock You" at Paris Las Vegas and
the opening of the Roman Plaza at Caesars Palace.

In the quarter, the company paid $2 million related to executive
contract terminations.

Corporate expense in the second quarter was $11 million, compared
to $9 million in the second quarter of 2003. The increase is
primarily related to development activity.

Equity in earnings of unconsolidated affiliates primarily consists
of earnings from the company's ownership interests in Conrad Punta
del Este in Uruguay, Caesars Gauteng near Johannesburg, South
Africa and Casino Windsor in Windsor, Canada. For the second
quarter, this item was $3 million, up from $2 million in the
second quarter of 2003.

Net interest expense in the quarter was $75 million, compared to
$86 million in the second quarter of 2003. Capitalized interest
was $2 million in the second quarter, compared to $1 million in
the year-ago quarter.

The investment gain recorded in the quarter of $3 million was
related to the disposition of the company's interest in a Las
Vegas office building.

The effective tax rate in the second quarter was 41.2 percent,
compared to 41.9 percent in the second quarter of 2003.

                        Balance sheet

As of June 30, 2004, the company had a cash balance of
$663 million and a debt balance of $4.5 billion.

The company had $1.3 billion available on its credit facility,
subject to covenant restrictions. Its leverage ratio, as defined
by its credit facility was 4.1 times EBITDA.

The number of diluted shares outstanding was 313 million at the
end of the second quarter.

                        Other events

Subsequent to quarter end, the company utilized a portion of its
cash on hand to retire a $325 million, seven percent senior note
issue due July 15. As a result of this action, the company's debt
balance on July 15 was $4.2 billion and its debt leverage ratio
was 3.8 times EBITDA.

On July 14, 2004, the company, Harrah's Entertainment, Inc. and
Harrah's Operating Company, Inc., a wholly-owned subsidiary of
Harrah's, entered into an Agreement and Plan of Merger, providing
for the merger of Caesars with and into Harrah's Operating
Company, Inc., which would be the surviving corporation. Following
the approval and adoption of the Agreement and Plan of Merger by
the stockholders of Caesars and Harrah's and upon the receipt of
all necessary gaming and other approvals, and the satisfaction or
waiver of all other conditions precedent, each outstanding share
of common stock of Caesars will be exchanged for either $17.75 in
cash or 0.3247 shares of Harrah's common stock, at the election of
each Caesars stockholder, subject to pro-ration as provided for in
the Agreement and Plan of Merger.

                          Guidance

The company is providing the following guidance based on the
current competitive, economic, regulatory, tax and political
environment and current expectations for Caesars Entertainment
property performance. Changes in any of these factors as well as
other factors that may or may not be currently known to management
will affect this guidance.

Guidance will be revised when management becomes aware that
financial results have been affected and reasonably believes that
the company will no longer achieve the guidance range outlined
below.

The guidance for adjusted earnings per share is a non-GAAP
financial measure. This measure excludes items considered non-
recurring from an operating perspective.

In the past, examples of non-recurring items that have not been
included in adjusted earnings per share are pre-opening expenses,
asset impairments and write-downs, investment gains and losses,
discontinued operations, contract and litigation settlements and
other non-recurring items.

                  About Caesars Entertainment

Caesars Entertainment, Inc. (NYSE: CZR) is one of the world's
leading gaming companies. With $4.5 billion in annual net revenue,
28 properties on four continents, 26,000 hotel rooms, two million
square feet of casino space and 52,000 employees, the Caesars
portfolio is among the strongest in the industry. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The company has its
corporate headquarters in Las Vegas.

Additional information on Caesars Entertainment can be accessed
through the company's web site at http://www.caesars.com/

Caesars and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from the
stockholders of Caesars in connection with the Acquisition.
Information about the executive officers and directors of Caesars
and their ownership of Caesars common stock is set forth in the
proxy statement for Caesars' 2004 Annual Meeting of Stockholders,
which was filed with the SEC on April 16, 2004. Investors and
security holders may obtain additional information regarding the
direct and indirect interests of Caesars and its executive
officers and directors in the Acquisition by reading the proxy
statement and prospectus regarding the Acquisition when it becomes
available.

This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.

Caesars Entertainment, Inc. is one of the world's leading gaming
companies. With $4.5 billion in annual net revenue, 28 properties
in five countries on four continents, 26,000 hotel rooms, two
million square feet of casino space and 52,000 employees, the
Caesars portfolio is unequaled in the industry. The company has
its corporate headquarters in Las Vegas, Nevada, where it operates
Caesars Palace and three other major casino resorts.

                           *   *   *

As reported in the Troubled Company Reporter's April 2, 2004
edition, Fitch Ratings has assigned a 'BB+' rating to Caesars
Entertainment's proposed offering of $300 million in floating-rate
contingent convertible senior notes, due 2024. There is also an
overallotment option of $75 million. The proceeds will be used to
repay amounts outstanding under the company's existing credit
facilities. The Rating Outlook is Stable.

Ratings reflect Caesars' large and diverse asset base, well-known
brands, strong free cash flow generation and focused balance sheet
management. Recent allocation of free cash flow towards debt
reduction is evidence of that commitment, as is Caesars' decision
to not declare a dividend. These factors are offset by several
risks to the credit, including major competitive threats in key
markets, limited visibility regarding returns on recent and
current capital investment initiatives, namely at Caesar's Palace.
In Atlantic City, The Borgata has pressured results since
opening on July 3, 2003, and the threat of new supply in
Pennsylvania still looms. In Las Vegas, CZR faces the opening of
Steve Wynn's $2.1 billion 'Wynn Resort' property in early-2005.
Potentially mitigating the impact of this new capacity are current
signs of an overall improvement in the gaming environment
evidenced by recent strong gaming win, visitation and RevPAR
trends. In addition, CZR results may benefit from the expected
rebound at Caesars Palace in Las Vegas in 2004, as the benefits of
a significant renovation take effect. However, construction
disruption remains a risk at the property due to a $376 million
hotel/convention space project announced recently, though
management expects this to be minimal.


CELESTICA: Stockholders' Deficit Widens to $637 Mil. as of June 30
------------------------------------------------------------------
Celestica Inc. (NYSE, TSX: CLS), a world leader in electronics
manufacturing services, reports its financial results for the
second quarter ended June 30, 2004.

Revenue was $2,314 million, up 45% from $1,598 million in the
second quarter of 2003.  Sequentially, revenue grew 15% from the
first quarter of 2004.  Net loss on a GAAP basis for the second
quarter was $25.5 million, which includes a pre-tax charge of
$51.5 million primarily associated with the company's previously
announced restructuring activities.  These results compare to a
GAAP net loss of $39.8 million for the same period last year.

Adjusted net earnings - defined as net earnings before
amortization of intangible assets, gains or losses on the
repurchase of shares and debt, integration costs related to
acquisitions, option expense and other charges, net of tax -- was
$26.7 million for the second quarter of 2004 compared to a loss of
$12.3 million per share for the same period last year.  These
results compare with the company's guidance for the second
quarter, reported on April 22, 2004, which was revenue of $2.15 -
$2.35 billion.

For the six months ended June 30, 2004, revenue increased 36% to
$4,331 million compared to $3,186 million for the same period in
2003.  Net loss on a GAAP basis was $33.9 million or compared to a
net loss of $36.6 million.  Adjusted net earnings for the first
six months were $34.9 million compared to adjusted net earnings of
$0.3 million.

"Stable end markets, improved operating efficiency and benefits
from cost cutting have allowed Celestica to show improvements in
its second quarter results," said Steve Delaney, CEO, Celestica.
"Our revenue is growing, our margins are improving, our European
and Americas operations are profitable again and we are starting
to show positive earnings momentum.  Though we still have more
work to do, our progress to date is encouraging and I am pleased
with the commitment of our organization to drive better financial
performance while generating additional value for our customers."

Stockholders' deficit amounts to $637.6 million as of June 30,
2004 compared to a $581 million deficit as of December 31, 2003.

                 Repurchase of convertible debt

During the quarter, the company spent $299.7 million to repurchase
$540.3 million in principal amount of its outstanding LYONs.  The
repurchases were funded with proceeds from the company's US$500
million offering of 7.875% senior subordinated notes due 2011,
which was completed in June 2004.  The company currently has
approval from the board of directors to spend up to an additional
$200.3 million to repurchase LYONs on the open market or in
privately negotiated transactions, with the amount and timing of
any such purchases occurring at management's discretion.

                            Outlook

For the third quarter ending September 30, 2004, the company
anticipates revenue to be in the range of $2.25 to $2.40 billion
and adjusted earnings per share ranging from $0.11 to $0.17.  This
revenue and adjusted EPS guidance reflects the continued
improvement in operational efficiencies, additional cost savings
from restructuring activities and seasonality associated with the
company's September quarter.

                        About Celestica

Celestica is a world leader in the delivery of innovative
electronics manufacturing services. Celestica operates a highly
sophisticated global manufacturing network with operations in
Asia, Europe and the Americas, providing a broad range of
integrated services and solutions to leading OEMs.  Celestica's
expertise in quality, technology and supply chain management,
enables the company to provide competitive advantage to its
customers by improving time-to-market, scalability and
manufacturing efficiency.

For further information on Celestica, visit its website at
http://www.celestica.com/


CENTERPOINT ENERGY: Fitch Rates Trust-Preferred Securities at BB+
-----------------------------------------------------------------
Yesterday's announcement that CenterPoint Energy, Inc. has reached
a definitive agreement to divest its 81% interest in Texas Genco
Holdings, Inc. has positive implications for CNP's prospective
credit profile and debt ratings. Fitch Ratings currently rates
CNP's senior unsecured debt 'BBB-' and its trust-preferred
securities 'BB+'.

The Rating Outlook for CNP is Negative.

CNP has agreed to reacquire the outstanding publicly held shares
of TGN and to sell TGN to GC Power Acquisition LLC, a new entity
established by Blackstone Group, Hellman and Friedman, Kohlberg
Kravis Roberts, and Texas Pacific Group in an all-cash transaction
valued at $3.65 billion. The transaction will occur in two phases,
the first being the sale of TGN's 13,400 megawatts of non-nuclear
generating capacity for pretax proceeds of $2.9 billion. Following
receipt of Nuclear Regulatory Commission approval, GC Power will
complete the acquisition by acquiring TGN itself in a cash merger
valued at approximately $700 million pretax. At that time, TGN's
only asset will be its interest in the South Texas Project nuclear
facility. Ultimately, CNP expects to receive net cash proceeds
from the sale of about $2.5 billion after deducting taxes and the
consideration TGN will pay to reacquire its 19% publicly held
minority interest.

The conclusion of the TGN auction process on favorable terms
addresses the first of two major deleveraging events facing CNP
this year. The other is the recovery of the true-up balance,
initially estimated at $3.8 billion by CNP. CNP's application
remains under review by the Public Utility Commission of Texas,
which, by law, must render a decision by the end of August 2004.
However, the statute does permit the PUCT to extend this deadline
for good cause.

Although the sale of TGN accelerates the stabilization of CNP's
credit profile, Fitch is maintaining the current Negative Rating
Outlook due to the continued execution risk surrounding CNP's
stranded cost true-up proceedings. While the Texas statute is
clear on the calculation of stranded costs, regulatory delays
and/or legal challenges could affect both the timing and ultimate
receipt of proceeds available to CNP. Underscoring this risk is
the wide gap existing between CNP's claimed amount and the current
PUCT staff recommendation of approximately $2.0 billion. Although
a settlement at this lower level would most likely stabilize the
current ratings of CNP, the scale of the differentials proposed by
staff to this point mandate caution in assuming that a final order
will be sufficient to meet the deleveraging targets for the
ratings.


COGNISTAR CORP: Court Sets August 20 as Counteroffer Deadline
-------------------------------------------------------------
On June 30, 2004, the U.S. Bankruptcy Court for the District of
Delaware entered an order approving uniform bidding procedures
proposed by Cognistar Corporation to sell all of its assets,
including software copyrights, trademarks and other intellectual
property and accounts receivable to Red River Resources, Inc.  Red
River has offered to pay $3,000,516.10, and its bid is subject to
higher and better offers from qualified bidders.

August 20, 2004, at 4:00 p.m., is the deadline to submit
counteroffers for a minimum purchase price of $3,1105,516.10, in
cash, accompanied by a deposit equal to 10% of the cash component
of the purchase price to:

                    Adam G. Landis, Esq.
                    Kerri K. Mumford, Esq.
                    Landis Rath & Cobb LLP
                    919 Market Street, Suite 600
                    Wilmington, DE 19801
                    Telephone (302) 467-4400

                          - and -
               
                    Michael J. Goldberg, Esq.
                    Justin Belair, Esq.
                    Sherin And Lodgen LLP
                    100 Summer St.
                    Boston, MA 02110
                    Telephone (617) 646-2000

Objections to the sale must be filed with the court and served on
or before August 20, 2004 at 4:00 p.m.

A public auction will be held on August 24, 2004 at 10:00 a.m.
at the offices of Landis Rath & Cobb LLP.

The hearing to approve the sale to the highest bidder emerging
from the auction will be held on August 25, 2004 at 2:00 p.m.
before the Honorable Joel B. Rosenthal.

Headquartered in Southborough, Massachusetts, Cognistar
Corporation -- http://www.cognistar.com/-- provides legal  
education and training online for executives, lawyers, and
professionals. The Company filed for chapter 11 protection (Bankr.
D. Dela. Case No. 04-11718) on June 9, 2004. Adam G. Landis, Esq.,
and Kerri K Mumford, Esq., at Landis Rath & Cobb LLP, represent
the Company in its restructuring efforts. When the Debtor filed
for protection from its creditors, it listed over $100,000 in
estimated assets and over $1 Million in estimated liabilities.


COVANTA ENERGY: Court Extends Remaining Debtors' Exclusive Period
-----------------------------------------------------------------
Christine L. Childers, Esq., at Jenner & Block, in Chicago,
Illinois, reports that Covanta Energy Corporation had made
significant progress in their Chapter 11 cases:

   (a) The Court confirmed the Heber Debtors' Joint Plan of
       Reorganization, which became effective on December 18,
       2003; and

   (b) The Court confirmed the Covanta Debtors' Second Joint Plan
       of Reorganization and Second Joint Plan of Liquidation,
       each of which became effective on March 10, 2004.

The Confirmation of the Second Plans carved out the Remaining
Debtors:

   1. Covanta Tampa Bay, Inc.,
   2. Covanta Tampa Construction, Inc.,
   3. Covanta Lake II, Inc.,
   4. Covanta Warren Energy Resource Co., L.P.,
   5. Covanta Warren Holdings I, Inc., and
   6. Covanta Warren Holdings II, Inc.

According to Ms. Childers, the Debtors continue to handle the
tremendous substantive and administrative burden of their Chapter
11 filings.  Having consummated the Second Plans, the Debtors
began distributions in accordance with the terms of the Second
Plans.  The Debtors also continue to evaluate and object to
numerous claims filed against their estates.

By this motion, the Debtors ask the Court to extend the period
during which the Remaining Debtors' have the exclusive right to
file plans of reorganization or liquidation through October 19,
2004, and the exclusive right to solicit acceptances of those
plans, through and including November 18, 2004.

                    The Covanta Tampa Debtors

Covanta Tampa Bay and Covanta Tampa Construction have recently
filed a Joint Plan of Reorganization, obtained approval of their
Disclosure Statement, and begun the solicitation process with
respect to the Covanta Tampa Plan.  The confirmation hearing for
the Covanta Tampa Plan is scheduled for July 14, 2004.  With the
administrative burden of these Chapter 11 cases as well as the
inherent uncertainty of its process, Ms. Childers notes that the
Covanta Tampa Debtors may need to adjourn the confirmation
hearing for the Covanta Tampa Plan until some later date.  
Accordingly, the Covanta Tampa Debtors seek an extension of the
Exclusive Periods out of an abundance of caution.

                   The Covanta Warren Debtors

Covanta Warren Energy, Covanta Warren I, and Covanta Warren II,
also need an extension.  At present, the Covanta Warren Debtors
are engaged in discussions and negotiations with the Pollution
Control Financing Authority of Warren County, New Jersey,
concerning a potential restructuring of rights and obligations
under various agreements related to the operation of a waste-to-
energy facility located in Oxford Township in Warren County.  A
1997 federal Court of Appeals decision invalidating certain of
the State of New Jersey's waste-flow laws that resulted in
significantly reduced revenues for the Warren Facility
precipitated those negotiations.  Since 1999, the State of New
Jersey has been voluntarily making all debt service payments with
respect to the project bonds issued to finance the construction
of the Warren Facility, and Covanta Warren Energy has been
operating the Warren Facility pursuant to a letter agreement with
the Warren Authority, which modifies the existing Service
Agreement for the Warren Facility.

Covanta Warren Energy and the Warren Authority are making
significant progress toward an agreement on restructured
contractual arrangements governing Covanta Warren's operation of
the Warren Facility.  It appears likely that a consensual
restructuring of the parties' contractual arrangements will occur
in 2004.  Consequently, the Covanta Warren Debtors need ample
time to continue to evaluate:

   -- a restructuring of the contractual arrangements governing
      Covanta Warren Energy's operation of the Warren Facility;

   -- the options for a Chapter 11 plan; and

   -- whether to litigate with counterparties to certain
      agreements, assume or reject one or more executory
      contracts related to the Warren Facility, or liquidate
      Covanta Warren Energy.

                          Covanta Lake

In late 2000, Lake County, Florida, commenced a lawsuit in the
Florida State Court against Covanta Lake with regard to a waste-
to-energy facility in Lake County which is being operated by
Covanta Lake.  In the lawsuit, Lake County sought to have its
Service Agreement with Covanta Lake declared void and in
violation of the Florida Constitution.  The lawsuit was stayed by
the commencement of Covanta Lake's Chapter 11 case.  Lake County
subsequently filed a claim seeking in excess of $70,000,000 from
Covanta Lake and its parent.

After months of litigation and negotiations, Covanta Lake and
Lake County reached a tentative settlement calling for a new
agreement specifying the parties' obligations and restructuring
of the project.  Among others, the Lake settlement is contingent
on the receipt of all necessary approvals and a favorable outcome
to the Debtors' pending objection to the proofs of claim filed by
F. Browne Gregg, a third party claiming an interest in the
existing Service Agreement that would be terminated under the
Lake Settlement.  On November 3 to 5, 2003, the Court conducted a
trial on the objection to Mr. Gregg's claims.  The Court has not
yet ruled on the Debtors' claims objection.

Ms. Childers tells Judge Blackshear that the resolution of the
Gregg matter is integral to the restructuring of the Lake
Facility.  Pending a decision, Covanta Lake, therefore, needs an
extension of its Exclusive Periods so it can continue to evaluate
its options:

   -- with respect to the Lake Settlement;

   -- for a Chapter 11 plan; and

   -- whether to litigate with counterparties to certain
      agreements, assume or reject one or more executory
      contracts related to the Lake Facility, or liquidate.

               Exclusive Periods Must Be Extended

Beyond mere size, Mr. Childers contends that the facts and
circumstances in the Remaining Debtors' cases and the express
terms of Section 1121(d) support the extension of the Exclusive
Periods in light of the Remaining Debtors' extensive activities
to develop and achieve plan confirmation.  Additional time is
required so that the Remaining Debtors can continue their work
toward achieving the most favorable resolution of their cases.

Ms. Childers assures the Court that the extension will not
prejudice the legitimate interests of any creditor or equity
security holder, and will afford the parties the opportunity to
pursue to fruition the beneficial reorganization of the Remaining
Debtors.

                         *     *     *  

Judge Blackshear extends the Remaining Debtors' exclusive period
to file a plan, through and including October 18, 2004, and their
exclusive period to solicit acceptances of that plan, through and
including November 19, 2004.

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)   


DELTA FIN'L: Prices Common Stock Public Offering at $6.50/Share
---------------------------------------------------------------
Delta Financial Corporation (Amex: DFC) prices a public offering
of 4,375,000 shares of common stock, at $6.50 per share. Of these
shares, 3,137,597 will be sold by the Company. An additional
1,237,403 shares will be sold by selling stockholders.

Delta's estimated net proceeds from the offering, after
underwriters' discount and estimated costs and expenses, will be
approximately $18.7 million. Delta will not receive any proceeds
from the sale of stock by the selling stockholders.

The offering is scheduled to close on July 26, 2004, subject to
the satisfaction of specified closing conditions. Affiliates of
Delta's management have granted the underwriters an option to
purchase an additional 656,250 shares of common stock to cover
over-allotments, if any.

The offering is being managed by JMP Securities LLC, SunTrust
Robinson Humphrey and Roth Capital Partners, LLC. A copy of the
prospectus relating to this offering can be obtained from JMP
Securities LLC, One Embarcadero Center, San Francisco, CA 94111.

                    About the Company  

Founded in 1982, Delta Financial Corporation is a Woodbury, New  
York-based specialty consumer finance company that originates,  
securitizes and sells non-conforming mortgage loans. Delta's loans  
are primarily secured by first mortgages on one- to four-family  
residential properties. Delta originates non-conforming mortgage  
loans primarily in 26 states. Loans are originated through a  
network of approximately 1,700 independent brokers and the  
Company's retail offices. Since 1991, Delta has sold approximately  
$9.8 billion of its mortgages through 39 securitizations.

                        *   *   *

In its Form 10-Q for the quarterly period ended March 31, 2004,  
Delta Financial Corporation reports:

"We require substantial amounts of cash to fund our loan  
originations, securitization activities and operations. We have  
increased our working capital over the last ten quarters,  
primarily by generating substantial cash proceeds from our  
quarterly securitizations, including the sale of interest-only  
certificates and related NIM transactions, as our loan  
originations expanded. Prior to that time, however, we operated  
generally on a negative cash flow basis. Embedded in our current  
cost structure are many fixed costs, which are not likely to be  
significantly affected by a relatively substantial increase in  
loan originations. If we can continue to originate a sufficient  
amount of mortgage loans and generate sufficient cash proceeds  
from our securitizations and sales of whole loans - and ultimately  
from our mortgage loans held for investment as we intend to grow  
our securitized mortgage loan portfolio - to offset our current  
cost structure and cash uses, we believe we can continue to  
generate positive cash flow in the next several fiscal quarters.  
However, there can be no assurance that we will be successful in  
this regard. In addition, we may choose to not issue interest-only  
certificates and/or NIM notes, which will negatively impact our  
cash flow in any quarter we do so."


DEVINE: Completes Settlements Reducing Debt by CDN$5 Million
------------------------------------------------------------
Devine Entertainment Corporation (CUB:DVNN, NASD OTC PK:DVNNF)
successfully completed a series of debt settlement and
restructuring transactions that will reduce its liabilities by
approximately CDN$5 million.

Through agreements with a third-party group of investors in the
Company and with the proceeds from the settlement of an
outstanding insurance claim, a new private placement and the
previously announced private placement closed in April of 2004,
Devine Entertainment has settled approximately $5 million of its
outstanding debt.  This includes the settlement in full of the
Company's debt with the Business Development Bank of Canada in the
amount of approximately $475,000 and the long-term debt with the
insurers Royal and Sun Alliance who had acquired the Company's
Banque Nationale de Paris loan in the amount of approximately
$1,270,000.  In addition, the Investor Group who acquired
approximately $3.46 million of the Company's Royal Bank Debt in
February of 2002 has been paid in full, with the exception of
$915,000 evidenced by the issuance of a promissory note which
continues to be secured by the Royal Bank security acquired by the
Investor Group in 2002.  The Company made payments of
approximately CAD $930,000 in aggregate to settle all three debts.
The settlement of the RBC debt also includes the issuance of
3,142,055 common shares and 2,696,616 warrants.

President and C.E.O. David Devine noted, "The successful
conclusion of these debt restructuring transactions have a
pronounced positive effect on the Company's balance sheet and
shareholder equity. When combined with the recent production of
the Company's first feature film for family audiences, Bailey's
Billion$, the Company is moving forward on a much stronger
financial footing."  The transactions were concluded in the second
quarter of 2004 and the effects will be reflected in whole or in
part in the Company's financial statements for the second quarter
of 2004, expected to be released in August.

Five-time Emmy Award-winning Devine Entertainment Corporation --
whose March 31, 2004 balance sheet showed a $2,285,474 total
shareholders' deficit -- develops, produces and distributes
children's and family entertainment for the theatrical motion
picture, television and Video/DVD marketplace world-wide.  Their
film series on landmark Composers', Inventors', and Artists' are
critically acclaimed and broadcast in over 50 countries.  The
Company's first feature film for theatrical release, Bailey's
Billion$ is slated for release in 2004. Headquartered in Toronto,
the Company's common shares trade under symbol DVNN on the
Canadian Unlisted Board, and the NASD OTC PK market in the U.S.
under symbol DVNNF. The Company's corporate website is
http://www.devine-ent.com/


ENRON CORP: Judge Approves Transportadora and Petrobas Agreement
----------------------------------------------------------------
In Enron Corporation's chapter 11 cases, on December 1, 2003,
Transportadora Brasileira Gasoduto Bolivia-Brasil S.A. timely
filed Claim No. 24531 for $17,572,000, plus interest and
penalties, against Atlantic Commercial Finance, Inc. TBG's Claim
is based on a Guaranty ACFI provided in connection with the
December 23, 1997 TBG Shareholders' Agreement for Funding and
Other Covenants executed by TBG, Petrobas Gas, S.A., BPP Holdings
Ltda., Transredes - Transporte de Hidrocaburos, S.A., Shell Gas
(Latin America) B.V., and Enron America de Sul Ltda.

Also on December 1, 2003, PG timely filed Claim No. 24532 for
$17,572,000, plus interest and penalties, against ACFI, based on
the Guaranty provided by ACFI in connection with the
Shareholders' Agreement.

TBG is a special-purpose entity formed by PG, and a group of
partners including Enron America do Sul Ltda., to develop,
finance, own and operate the Brazilian section of the Bolivia-
Brazil Natural Gas Pipeline.  PG holds 51% of TBG's shares;
Transredes, Shell, BBPP and EAS hold the remaining shares.

Among other provisions, the Shareholders' Agreement requires each
Shareholder's parent to provide credit support in the form of a
Shareholder Parent Undertaking of cash call obligations.  ACFI
executed the Guaranty for the benefit of TBG, PG, Transredes,
BBPP and Shell.

The Debtors' Plan of Reorganization contemplates the contribution
of certain assets related to their international operations to a
newly formed entity, Prisma Energy International, Inc.  The
proposed Prisma Transaction would create a corporate structure in
which Bolivia Holdings, Ltd., will occupy a position similar to
that which ACFI currently holds as corporate parent of EAS.

On January 9, 2004, the Debtors objected to the allowance of
Claim Nos. 24531 and 24532, asserting that the Claims lack
sufficient information, documentation and that the Claims fail to
assert supporting facts.  TBG and PG defended their Claims.

At the Debtors' request, on April 20, 2004, the Court approved
the Prisma Transaction.  In connection with the Prisma
Transaction, ACFI, EAS and BH have requested that TBG and PG
accept a Guaranty executed and delivered by BH instead of and as
replacement for the current ACFI Guaranty.  In support of the
request, BH has delivered to TBG and PG a copy of BH's Balance
Sheet as of December 31, 2003, certified as true and correct by
the Senior Accounting Director of BH.  In reliance on the
accuracy of the Certified Balance Sheet, TBG and PG will accept
the BH Guaranty instead of and as replacement for the current
ACFI Guaranty under an agreed terms and conditions.

In connection with the Prisma Transaction, the Parties agree to
resolve the Claims Objection, the Responses to Objection and the
appropriate treatment of the Claims. Upon

     (i) the consummation of the transfers and transactions
         contemplated by the Prisma Transaction,
    (ii) the delivery to TBG of the original, executed Certified
         Balance Sheet, and
   (iii) the delivery to TBG of an original Guaranty executed by           
         BH, the TBG and PG Claims will be deemed withdrawn and
         disallowed with prejudice and the new Guaranty executed
         and delivered by BH will be deemed accepted instead of
         and as replacement for the current ACFI Guaranty.

Judge Gonzalez approves the parties' agreement.(Enron Bankruptcy
News, Issue No. 118; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ENRON CORP: Seeks Court Approval to Retain CSS as Counsel
---------------------------------------------------------
In Enron Corporation's chapter 11 cases, since October 30, 2003,
Alan Quaintance has been cooperating with the Investigations and
has been represented by Nixon Peabody, LLP, with Barry J. Pollack
serving as his lead counsel.

As of May 17, 2004, Mr. Pollack joined Collier Shannon Scott,
PLLC.  Mr. Quaintance continues to cooperate with the
Investigations and continues to need counsel.

Accordingly, Mr. Quaintance seeks the Court's authority to retain
CSS so that Mr. Pollack can continue representing him, nunc pro
tunc to May 17, 2004.

Given Mr. Pollack's lengthy representation of Mr. Quaintance, it
will be most cost effective for the Debtors if Mr. Quaintance
continues to be represented by Mr. Pollack.

Mr. Pollack's hourly rate is $355.  CSS will seek reimbursement
of all out-of-pocket expenses incurred in connection with the
retention.

Mr. Pollack assures the Court that CSS has no connection with the
Debtors, their creditors, or any other party-in-interest, or
their attorneys or professionals.  CSS does not hold or represent
any interest adverse to the Debtors or their estates.  CSS has
neither an actual nor potential conflict of interest.
(Enron Bankruptcy News, Issue No. 118; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ESPRIT EXPLORATION: Plans to Reorganize Under CCAA in Canada
------------------------------------------------------------
Esprit Exploration Ltd. (EEE:TSX) reports that its Board of
Directors has unanimously approved a proposal to reorganize Esprit
by way of a Plan of Arrangement.  The proposed reorganization
would result in shareholders of Esprit exchanging their Esprit
common shares for trust units in a new energy trust that would own
approximately 90 percent of Esprit's existing producing assets.  
In addition, Esprit shareholders would receive common shares in a
new, publicly-listed, high growth, exploration-focused producer --
Exploreco, which would own certain of Esprit's natural gas
weighted assets and undeveloped lands in southern Alberta, west
central Alberta and the Deep Basin.  Further, Esprit has entered
into an agreement with an unrelated third party to sell certain
prospective coalbed methane and shallow gas properties in Central
Alberta for cash consideration of $37.7 million. Pursuant to the
reorganization, Esprit intends to distribute the cash proceeds
from this sale, representing $0.22 per share, to Esprit
shareholders.

"This transaction represents an unbundling of significant value
for Esprit shareholders," said Stephen Savidant, President and
CEO. "Our mature assets, anchored by our Olds gas property with an
18 year reserve life index, are ideally suited to the energy trust
model.

"Initially, Exploreco's growth will be funded by production at
Medallion, the Company's low risk core area," added Savidant.
"Exploreco has accumulated a large land base in the Deep Basin
over the past year. A significant drilling program will commence
in the Deep Basin this fall targeting highly prospective stacked
Cretaceous targets."

                 Rationale for the Transaction

The reorganization is expected to increase shareholder value by
dividing Esprit's assets into three distinct groups:

   (1) long-life mature natural gas production assets, which would
       continue to be held by Esprit shareholders through Esprit
       Energy Trust;

   (2) high growth natural gas production and prospects inventory,
       which would continue to be held by Esprit shareholders
       through the newly formed exploration company; and

   (3) the cash proceeds from the sale of certain prospective
       coalbed methane assets which would be distributed to Esprit
       shareholders.

Esprit determined that the separation of mature natural gas
production from high growth gas exploration opportunities would
provide shareholders with the flexibility to balance their
participation in each.  Further, management determined that the
non-producing CBM and shallow gas assets would not generate
significant shareholder value within either the Trust or Exploreco
structure in the near-term and for this reason entered into an
agreement to sell those assets.  Esprit plans to distribute the
proceeds from the sale to shareholders on a tax effective basis.

Going forward, Esprit Energy Trust is intended to provide a tax-
efficient vehicle to deliver cash flow to unitholders from its
mature long-life natural gas weighted assets.  It is anticipated
that the Trust would have access to low cost capital required to
compete effectively for acquisition and development opportunities.
In addition, Trust unitholders would benefit from the tax-
efficient cash flow stream.  Esprit also believes the significant
growth potential of the assets within Exploreco would attract a
greater value in an exploration focused company.

The Trust and Exploreco would be managed by experienced teams that
have demonstrated their ability to create value for shareholders.

Based on these and other factors, the Board of Directors of Esprit
has unanimously determined that the reorganization would be in the
best interests of Esprit shareholders and accordingly intends to
recommend the approval of the Arrangement by the Esprit
shareholders.

                      Esprit Energy Trust

Pursuant to the Plan of Arrangement, Esprit shareholders will
receive trust units that would pay monthly cash distributions
derived from approximately 11,800 boe per day of production,
comprised of 60 mmcf per day of natural gas and 1,800 bbls per day
of crude oil and liquids.  The assets are 85 percent natural gas,
have a reserve life index of 12.2 years (proved plus probable) and
include approximately 150,000 net acres of undeveloped land.  The
Trust's primary mandate would be maintaining reserves and
production with a strong focus on cost control.  Accretive
acquisitions, which complement the existing asset base would also
be pursued.  Esprit estimates that the Trust can maintain current
production volumes over the next 12 to 18 months and would expect
to distribute approximately 75 percent of overall net cash flow.

Esprit Energy Trust would be differentiated in the trust sector as
having one of the highest weightings to natural gas assets and
having one of the longest reserve life indices.  The Trust's
strong operational and engineering focus, combined with its high
level of operatorship at over 90 percent, should ensure that
unitholders continue to benefit from a low cost structure and low-
to moderate-risk drilling opportunities.

The Trust would assume approximately $85 million of Esprit's
existing bank debt and would initially have one of the lowest
levels of financial leverage within the conventional oil and gas
trust sector. With unused debt capacity, the Trust would be well
positioned to pursue future acquisition and development
opportunities.

                           Exploreco

Esprit's shareholders would also receive common shares in
Exploreco, a new high growth exploration-focused natural gas
producer.  Under the Arrangement, Exploreco will receive Esprit's
working interests in certain areas of southern and west central
Alberta, which currently produce approximately 1,500 boe per day,
95 percent weighted to natural gas, and a large undeveloped land
base of approximately 210,000 net acres.  Approximately 30,000 net
acres of land has been accumulated over the past year in a highly
prospective, stacked, Cretaceous play trend in the Deep Basin.
This would become a core area for Exploreco with drilling expected
to commence this fall.  Exploreco's key natural gas producing
property is Medallion, located south of Calgary.  Current
production at Medallion is approximately 1,200 boe per day, which
would be approximately 80 percent of Exploreco's total production.

It is contemplated that a private placement comprised of shares
and warrants of Exploreco will be made available to Esprit
employees, officers and directors for total proceeds of up to $12
million representing approximately 18 percent of the outstanding
shares.

Subsequent to the private placement, Exploreco would have no debt
and a capital expenditure program for the last three months of
2004 of approximately $10 million.  The company would be well
positioned to aggressively pursue and expand on certain
development and exploratory initiatives, which are currently
underway.

                   Management and Governance

Both the Trust and Exploreco would have independent boards of
trustees and directors as well as independent management teams.  
The Trust will be led by Steve Savidant, President and Chief
Executive Officer and Steve Soules, Executive Vice President and
Chief Financial Officer.  Other key management appointments, from
the existing Esprit organization, are expected to be announced
shortly.  The board of trustees of the Trust is expected to be
composed of certain of the current directors of Esprit and other
independent directors who possess complementary skills.

A compensation program would be put in place for the Trust that
aligns both unitholder and employee interests.  There would be no
fixed percent bonus plan for management or employees of the Trust,
or fees payable to management or employees on acquisitions or
dispositions.

The Exploreco team would be led by John Rossall as President and
Chief Executive Officer, Scott Godsman as Vice President, Land and
Peter Luxton as Vice President, Exploration. Messrs. Rossall,
Godsman and Luxton have extensive experience working together in
northern Alberta, including the Deep Basin. Other key management
appointments are expected to be announced shortly.

On an interim basis, Exploreco would have access to all of the
employees of the Trust pursuant to an Administrative and Technical
Services Agreement.  The employee services would be charged to
Exploreco by the Trust on a cost recovery basis.  The board of
directors of Exploreco would be led by Steve Savidant, as
Chairman.  Mr. Rossall would also be joining the board of
Exploreco.  Other directors are expected to be announced in the
next few weeks and would include certain other directors of Esprit
as well as other independent directors not currently members of
the Esprit Board of Directors or management.

                      Plan of Arrangement

Pursuant to the Arrangement, for each Esprit common share owned,
shareholders will receive:

   (1) At each shareholder's election, either one trust unit or
       one exchangeable share that will be exchangeable at the
       election of the holder into one trust unit in Esprit Energy
       Trust (prior to giving effect to a unit consolidation in
       the Trust);

   (2) One share in Exploreco (prior to giving effect to a share
       consolidation in Exploreco); and

   (3) $0.22 cash.

The Plan contemplates that the units of the Trust would be
consolidated on a four-for-one basis and the shares of Exploreco
on a five-for-one basis.

The Plan proposes that as part of the capital structure of Esprit
Energy Trust it would issue Class A and Class B units having the
same rights to vote, receive distributions and participate in the
assets of the Trust upon any wind up or dissolution.  Class A
units would have no residency restrictions.  Class B units may
only be held by Canadian residents.  At any given time, the number
of Class A trust units issued and outstanding may not exceed the
number of Class B trust units.

The exchangeable shares to be issued are intended to give Esprit
shareholders the opportunity to defer the tax consequences of the
Arrangement.  In lieu of monthly cash distributions, the exchange
value of the exchangeable shares would be adjusted to account for
the amount of distributions paid to unitholders between the date
of issue of the exchangeable shares and the date of exchange.
There would be a maximum of approximately 34 million exchangeable
shares (approximately 20 percent of outstanding common shares of
Esprit) issued pursuant to the Arrangement, prior to giving effect
to any consolidation.  If shareholder elections for exchangeable
shares exceed this maximum number, the exchangeable shares would
be prorated among those electing.  Non-resident and tax-exempt
shareholders would not be eligible to receive exchangeable shares.

An information circular detailing the proposed reorganization by
way of the Arrangement is anticipated to be mailed to Esprit
shareholders in mid-August and Esprit expects that the
shareholders' meeting to consider the reorganization would occur
in late September 2004.  The Arrangement would require the
approval of 66 2/3 percent of the votes cast by the shareholders
and optionholders of Esprit represented and voting at the meeting,
the approval of the Court of Queen's Bench of Alberta and certain
regulatory agencies.

                       Financial Advisors

CIBC World Markets, Inc., and North West Capital, Inc., acted as
financial advisors to Esprit with respect to the proposed
transaction.  CIBC World Markets, Inc., has advised the Board of
Directors of Esprit that it is of the opinion, subject to review
of the final form of the documents effecting the reorganization
and based on certain assumptions relating to the proposed
transaction, that the consideration to be received by the Esprit
shareholders pursuant to the Arrangement is fair, from a financial
point of view, to the Esprit shareholders.

Esprit Exploration Ltd. is a crude oil and natural gas exploration
and production company headquartered in Calgary, Alberta, Canada.
Its common shares trade on the TSX under the symbol "EEE".


FEDDERS CORP: Records Reduced Net Income of $6M for 2nd Quarter
---------------------------------------------------------------
Fedders Corporation (NYSE: FJC), a leading global manufacturer of
air treatment products, including air conditioners, air cleaners,
dehumidifiers and humidifiers, and thermal technology products,
reported sales of $196 million for the second quarter of fiscal
year 2004, an increase of 5% from sales of $186.7 million in the
prior fiscal year period.

For the second quarter, sales in the HVACR reporting segment were
$185.7 million, an increase of 4% compared to $178.5 million in
the prior-year period. Sales increased despite a decline in sales
of room air conditioners in North America caused by cooler than
normal weather conditions and lower prices. Sales gains in the
HVACR segment were the result of improving sales for residential
central air conditioners in the Americas and sales of all HVACR
products in Asia.

Sales in the Engineered Products reporting segment for the second
quarter were $10.3 million, an increase of 26% from sales of
$8.2 million in the prior-year period. The sales improvement was
the result of increased sales in Asia and North America of
industrial air cleaners.

For the second quarter, consolidated gross profit was
$34.4 million or 17.60% of sales, compared to $44 million or 23.6%
of sales in the prior-year period. Gross profit and margin
percentage in the quarter were adversely affected by higher
component and raw material costs due to increases in commodity
prices.

Operating income for the second quarter was $15.2 million,
compared to $26 million in the prior year period. Selling, general
and administrative expenses increased during the quarter mainly
due to higher selling expenses as a result of increased sales
activity globally and higher warehousing costs to support seasonal
inventory requirements and a broader product range.

Net income for the quarter was $6 million compared to
$15.3 million in the prior-year quarter. Net income applicable to
common stockholders was $5 million, or 16 cents per diluted share,
compared to net income applicable to common stockholders of
$15.1 million in the prior-year quarter, or 51 cents per diluted
share.

                           *     *     *

As reported in the Troubled Company Reporter's May 17, 2004
edition, Standard & Poor's Ratings Services Standard & Poor's
Ratings Services revised its outlook on air treatment products
manufacturer Fedders Corp. to negative from stable.

At the same time, Fedders' and Fedders North America Inc.'s 'B'
corporate credit ratings, as well as Fedders North America's
'CCC+' subordinated debt rating, were affirmed.

The outlook revision follows Fedders' reporting of significantly
weaker-than-expected 2004 first-quarter operating results.
Standard & Poor's had expected the company's financial performance
to stabilize and expected credit measures and liquidity to remain
at December 2003 levels as a result of Fedders' past efforts to
restructure its business.

"Standard & Poor's is very concerned about the company's ability
to reverse these negative operating trends and strengthen its
financial profile in the near term," said Standard & Poor's credit
analyst Jean Stout.


FEDERAL-MOGUL: Posts $1.4 Bil. Stockholders' Deficit at June 30
---------------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) reported its financial
results for the three and six months ended June 30, 2004.

Federal-Mogul reported net sales of $1,577 million for the three-
month period ended June 30, 2004 for an increase of 10% over the
comparable three-month period of 2003. Income from continuing
operations before income taxes totaled $11 million after
recognition of an asset impairment of $20 million. Cash flow from
operations remained strong during the second quarter of 2004,
providing $162 million.

"We are pleased with our continued sales growth during the second
quarter, despite a challenging pricing environment," said Robert
S. Miller, Chairman of the Board and interim Chief Executive
Officer. "This is a reflection of our consistent efforts to create
value for our customers through quality and innovation."

                    Financial Results for the
                Three Months Ended June 30, 2004

Federal-Mogul reported 2004 second quarter net sales of $1,577
million, an increase of $149 million or 10% when compared to net
sales of $1,428 million for the same period in 2003. Second
quarter 2004 sales benefited from $44 million of foreign currency,
higher volumes in both the Original Equipment and Aftermarket and
new business growth in both markets. Customer price reductions
partially offset these positive factors.

Gross margin increased $25 million or 9% during the second quarter
of 2004 as compared with the second quarter of 2003. Favorable
foreign currency of $7 million, increased sales volumes and
continued productivity resulting from the Company's cost reduction
and restructuring activities were partially offset by customer
price reductions and increased costs of certain raw materials.

The Company reported income from continuing operations before
income taxes of $11 million during the second quarter of 2004,
compared with $19 million for the same period in 2003. The
Company's 2004 second quarter results were adversely impacted by
an asset impairment of $20 million related to one of the Company's
European Powertrain operations. This asset impairment reflects the
reduction of the carrying value of certain tangible assets,
principally machinery and equipment, to their estimated fair
values based on projected future asset recoverability. Selling,
general and administrative costs decreased as a percentage of
sales from 16.0% to 14.9%, despite unfavorable foreign currency of
$6 million.

The Company continued to generate positive cash from operating
activities during the second quarter of 2004, providing $162
million for the period. Included in this amount is $20 million of
insurance proceeds that helped offset the impact of a fire that
occurred on March 5, 2004 at the Company's Smithville, TN
Aftermarket distribution center.

"We are encouraged by our ability to consistently generate
positive cash flows from our operating activities and continue to
focus our efforts on sustaining this trend as the Company
progresses its cost reduction and restructuring activities," said
G. Michael Lynch, Executive Vice President and Chief Financial
Officer.

                   Financial Results for the
                 Six Months Ended June 30, 2004

Net sales increased by $334 million to $3,130 for the six months
ended June 30, 2004 as compared to $2,796 million for the same
period in 2003. Net sales were favorably impacted by $144 million
of foreign currency and increased OE and Aftermarket volumes,
partially offset by customer price reductions. Increased volumes
reflect vehicle production in both North America and Europe,
higher demand in the North American Aftermarket, and new business
growth in all markets.

Gross margin for the six-month period ended June 30, 2004
increased by $48 million or 8% as compared to the same period in
2003. Favorable foreign currency of $24 million, increased OE and
Aftermarket volumes and productivity were partially offset by
customer price reductions and increased costs of certain raw
materials.

Income from continuing operations before income taxes increased by
approximately $10 million during the six-month period ended June
30, 2004 as compared with the same period in 2003. The Company's
income from continuing operations before income taxes for the six
months ended June 30, 2004 was adversely impacted by $23 million
of asset impairments as compared to $4 million in 2003. Selling,
general and administrative costs decreased as a percentage of
sales from 16.2% to 15.3%.

The Company continued to generate positive cash from operating
activities during the six months ended June 30, 2004, providing
$281 million for the period compared to $194 million during the
same period in 2003.

At June 30, 2004, Federal-Mogul reports a stockholders' deficit of
$1.4 billion compared to a deficit of $1.3 billion at December 31,
2003.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation -
- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some
$6 billion. The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts. When the Debtors filed for
protection from its creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.


FEDERAL-MOGUL: Robert S. Miller, Jr., Sits as Interim CEO
---------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) appointed Robert S.
Miller, Jr., to interim Chief Executive Officer, pending the
appointment of a new CEO.  Mr. Miller is currently non-executive
chairman of Federal-Mogul's board of directors.

Mr. Miller replaces Charles G. McClure, who resigned from the
Company.  Mr. McClure, 50, was named chief executive officer and
president of Federal-Mogul in July 2003 after serving two years as
president and chief operating officer.

Mr. Miller, 62, has been a member of Federal-Mogul's board since
1993 and served as non-executive chairman of the board from
January 11, 2001 to October 1, 2001.  Mr. Miller twice previously
served in a transitional role as chief executive officer of
Federal-Mogul in 1996, and again in 2000. The board, when electing
Mr. Miller as non-executive chairman, referred to his experience
in leading a number of companies through the bankruptcy process.
Mr. Miller's leadership and expertise in financial restructuring
will be an asset to Federal-Mogul as the Company prepares to
emerge from Chapter 11.

Most recently, Mr. Miller was chairman and chief executive officer
of Bethlehem Steel Corporation. He currently serves on the board
of directors for UAL, Waste Management, Inc., Pope & Talbot, Inc.,
Symantec Corporation and RJ Reynolds Tobacco Holdings.

Mr. Miller has more than 25 years of experience in the automotive
industry, beginning with Ford Motor Company where he served in
various financial management positions in the United States,
Mexico, Australia and Venezuela. He was vice chairman of the board
of Chrysler Corporation and executive vice president and chief
financial officer of Chrysler from 1981 until 1992.

"I look forward to leading Federal-Mogul as we prepare to emerge
from Chapter 11," Mr. Miller said. "We will maintain our focus on
improving our financial and operating performance while creating
value for our customers and strengthening our position as a
leading supplier to the global automotive industry."

Mr. McClure expressed mixed emotions about leaving the company he
has helped shepherd through the bankruptcy process. "It is
unfortunate that I will not be with the Company as it prepares to
emerge from Chapter 11. It is an exciting time in Federal-Mogul's
history and I wish it all the best," said Mr. McClure, who will
replace retiring Larry Yost as chairman, chief executive officer
and president of ArvinMeritor, Inc.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation -
- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some $6
billion. The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
its creditors, they listed $10.15 billion in assets and $8.86
billion in liabilities.


FIRST UNION: Fitch Affirms $8.7 Million Class M Ratings at CCC
--------------------------------------------------------------
First Union National Bank Commercial Mortgage Trust's commercial
mortgage pass-through certificates, series 2000-C1, are affirmed
by Fitch Ratings as follows:

               --$63.4 million class A-1 at 'AAA';
               --$480.9 million class A-2 at 'AAA';
               --Interest-only class IO at 'AAA';
               --$38.8 million class B at 'AA';
               --$34.9 million class C at 'A';
               --$11.6 million class D at 'A-';
               --$25.2 million class E at 'BBB';
               --$11.6 million class F at 'BBB-';
               --$29.1 million class G at 'BB+';
               --$7.8 million class H at 'BB';
               --$3.9 million class J at 'BB-';
               --$7.8 million class K at 'B+';
               --$5.8 million class L at 'B';
               --$8.7 million class M remains at 'CCC'.

The $11.8 million class N is not rated by Fitch. The affirmations
follow Fitch's review of the transaction, which closed in May
2000.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
issuance. The transaction has paid down 4.2% to $741.6 million as
of July 2004 from $776.3 million at issuance.

Wachovia Securities, the master servicer, has collected year-end  
2003 financials for 75% of the pool balance to date. Based on the
information provided the resulting YE 2003 weighted average debt
service coverage ratio increased to 1.37 times (x) from 1.27x YE
2002 and 1.27x at issuance for the same loans.

Currently, three loans (2.10%) are in special servicing. The
largest loan (1.37%) in special servicing is a health care
property located in Birmingham, AL and is current. The borrower is
attempting to refinance the property. A recent appraised value
indicates a potential loss if the property is liquidated.

The second largest loan (0.48%) in special servicing is a
multifamily property located in Dallas, TX. The loan is current
and the borrower has agreed to pay off the loan and a portion of
yield maintenance.


FISHER SCIENTIFIC: S&P Rates Proposed $250 Mil. Notes at BB+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB+' rating to
Hampton, New Hampshire-based laboratory and life science equipment
provider Fisher Scientific International Inc.'s proposed $250
million senior subordinated notes due 2014. This issue is not
placed on CreditWatch.

The 'BB' corporate credit rating, 'BB+' senior secured, 'BB-'
senior unsecured, and 'B+' subordinated ratings remain on
CreditWatch positive, where they were placed on March 17, 2004, in
light of Fisher's agreement to combine with 'BBB-' rated Apogent
Technologies Inc. in a stock exchange. The Apogent transaction, if
completed as planned in early August, will result in an upgrade of
Fisher.

As the proposed issue is contingent upon completion of the Apogent
acquisition, it is not on CreditWatch. If the merger fails to
receive shareholder approval, the escrowed proceeds of the
proposed issue will be refunded to investors; if it succeeds, the
issue will be an obligation of the combined, higher-rated company.

"In Standard & Poor's view, the financial strengthening effect of
this all-stock transaction outweighs the integration risk that
accompanies all major business combinations," said Standard &
Poor's credit analyst David Lugg.

The acquisition will significantly advance Fisher's goal of
increasing its proportion of self-manufactured products while
improving its overall capital structure and expanding cash flow.
Still, this is its largest-ever acquisition and the fourth
announced in less than 12 months. Fisher may be challenged to
manage the integration of facilities and staff while continuing to
provide the high level of service expected by its customers.


FLEMING COMPANIES: Court Approves Robert Reynolds' Employment
-------------------------------------------------------------
Fleming Companies, Inc., seeks the Court's authority to employ
Robert D. Reynolds, the principal of Reynolds Economics, as an
expert in connection with its claims against Target Corporation.

Fleming alleges that Target breached its contract with Fleming in
various material aspects, and that Target defrauded Fleming into
giving up valid claims to funds owing to Fleming.  Given the
complex issues involved in the dispute, Fleming wants to hire Mr.
Reynolds as a consulting expert and potentially as a testifying
expert.

Mr. Reynolds will be paid $250 an hour for his work.  Fleming
will pay Mr. Reynolds a $20,000 retainer, which Mr. Reynolds will
retain until the conclusion of his assignment, at which time the
retainer will be credited against the final statement and any
remainder will be returned to Fleming within 15 days.

Mr. Reynolds will provide Fleming with an analysis regarding
Fleming's levels of service provided to Target, and opine on
whether those levels are consistent with those typically
encountered and generally accepted in the food and grocery,
consumer products, and agricultural wholesale and distribution
industries.  Mr. Reynolds will testify if necessary.

Mr. Reynolds avers that he is disinterested, but that he or
Reynolds Economics may provide services to certain parties
interested in these cases in matters unrelated to Fleming, the
Debtors in general, or their estates.

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


FOOTSTAR INC: Sold Mira Loma Facility for $28 Mil. to Thrifty Oil
-----------------------------------------------------------------
Footstar, Inc. has completed the sale of its distribution center
in Mira Loma, California and the outsourcing of certain
warehousing and distribution operations to support the ongoing
needs of its Meldisco business. The net proceeds to Footstar in
connection with the sale were $27,950,000.

On July 9, 2004, the Company had announced an agreement, subject
to Bankruptcy Court approval, to sell the Mira Loma facility to
Alere Property Group LLC for approximately $20 million. Alere had
planned to lease the land and buildings to FMI International LLC,
a leading third-party provider of logistics services to the
fashion, footwear and retail industries, which would purchase the
materials handling equipment in the Mira Loma facility and provide
warehousing and distribution services to the Company's Meldisco
division under an eight-year agreement. Following an auction held
on Monday, July, 19, 2004, the Court on Tuesday approved the sale
of the Mira Loma facility to Thrifty Oil Co., a real estate firm,
which emerged as the highest bidder and which will lease the land
and buildings to FMI, under the same terms as proposed by Alere.
The agreement with FMI was approved by the Court as previously
announced and has been consummated as well.

Dale W. Hilpert, Chairman, President and Chief Executive Officer,
said, "We are pleased to have completed this transaction and at a
significantly higher value than previously announced. We look
forward to our partnership with FMI, which has extended employment
offers to all associates at the Mira Loma facility, and expect to
benefit from the firm's expertise as a leading logistics provider,
as we continue to position Footstar for a successful emergence
from Chapter 11."

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


FORT HILL: Looks to Mariposa for Financial Restructuring Advice
---------------------------------------------------------------
Fort Hill Square Associates and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Massachusetts, Eastern
Division, for permission to retain Mariposa Real Estate Advisors,
LLC as their financial restructuring advisor.

The Debtors report that Mariposa has substantial experience and
extensive knowledge of financial restructuring for businesses
focused on real estate management and ownership.  Accordingly, the
Debtors believe that Mariposa is well qualified to represent them
in their chapter 11 cases.

Marion Fong, a Principal of Mariposa, will coordinate the Firm's
representation of the Debtors.

Mariposa will:

   a. advise the Debtors' management on its development of the
      Debtors' business plans, cash flow and financial
      projections including any consulting with other experts of
      the Debtors. Such business plans, cash flow and financial
      projections, including specific actions plans and related
      assumptions will be the responsibility of, and be prepared
      by, the management of the Debtors;

   b. advise the Debtors' management with respect to available
      capital restructuring and financing alternatives,
      including recommending specific courses of action and
      assisting with the design, negotiation and implementation
      of alternative restructuring and/or transaction
      structures;

   c. advise the Debtors' management in its preparation of
      financial information that may be required by the United
      States Trustee and/or the Debtors' creditors and other
      stakeholders, and in coordinating communications with the
      parties-in-interest and their respective advisors;

   d. advise the Debtors' management in preparing for, meeting
      with and presenting information to parties-in-interest and
      their respective advisors, specifically including the
      Debtors' senior lenders, other debt holders and potential
      sources of new financing and their respective advisors;

   e. testify on behalf of Debtors as an expert witness and
      provide expert testimony regarding any of the above
      matters in a bankruptcy proceeding;

   f. prepare such reports and other written material as may be
      requested; and

   g. other services as may be requested in writing from time to
      time by the Debtors or their counsel and agreed to by
      Mariposa, and approved by the Bankruptcy Court.

In connection with the engagement, Mariposa will subcontract with
Monga LLC so that Stanley Ross may provide certain aspects of the
financial restructuring advice needed.  His Current billing rate
is $650 per hour.

Mariposa's hourly rates are:

         Marion Fong      $300 per hour
         Manager          $225 per hour

Headquartered in Boston, Massachusetts, Fort Hill Square
Associates, manages and develops One International Place that
consists of two separate but interconnected office towers
consisting of over 1.8 million square feet. The Company filed for
chapter 11 protection on May 7, 2004 (Bankr. Mass. Case No. 04-
13855).  Alex M. Rodolakis, Esq., at Hanify & King represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed both estimated
assets and debts of over $100 million.


FRANKLIN CAPITAL: Quince Associates Buys 650,000 Common Shares
--------------------------------------------------------------
On July 5, 2004, Franklin Capital Corporation (AMEX: FKL) entered
into a Stock Purchase Agreement with Quince Associates, LP,
pursuant to which Quince agreed to purchase from Franklin 650,000
shares of common stock of Excelsior Radio Networks, Inc., at a
price of $2.50 per share, and warrants to purchase 87,111 shares
of common stock of Excelsior, at a price of $2.50 per share less
the per share exercise price payable under the warrants, for an
aggregate purchase price of $1,739,210. This purchase price is
subject to a potential adjustment whereby, in the event that the
per share net proceeds from any liquidation of Excelsior exceed
$3.00, Franklin will be entitled to receive 80% of the value
greater than $3.00 per share. The purchase price adjustment for
the sale will expire as of a date 5 years following the closing of
the sale.

As of March 31, 2004, Franklin's investment in Excelsior
represented 57.1% and 96.7% of Franklin's total assets and net
assets, respectively. On June 30, 2004, Franklin sold 200,000
shares of Excelsior common stock to Quince, at a price of $2.50
per share, for an aggregate purchase price of $500,000. The terms
of this sale included a potential purchase price adjustment
whereby, in the event that the per share net proceeds from any
liquidation of Excelsior exceed $3.00, Franklin will be entitled
to receive 80% of the value greater than $3.00 per share. This
purchase price adjustment will expire as of June 30, 2009.

The shares of Excelsior common stock and warrants to purchase
shares of Excelsior common stock to be sold to Quince pursuant to
the Stock Purchase Agreement represent all of Franklin's remaining
interest in Excelsior. Pursuant to the terms of the Stock Purchase
Agreement, the closing of the sale is contingent upon the receipt
by Franklin of stockholder approval of the sale at an upcoming
special meeting of Franklin's stockholders, the date of which
shall be announced separately by Franklin.

In connection with the transaction, Franklin will be filing a
proxy statement and other relevant documents concerning the
transaction with the Securities and Exchange Commission.
Stockholders of Franklin are urged to read the proxy statement and
any other relevant documents filed with the sec when they become
available because they will contain important information.
Investors and security holders can obtain free copies of the proxy
statement and other documents when they become available by
contacting Franklin Capital Corporation at 450 Park Avenue, New
York, New York 10022, or at 212-486-2323. In addition, documents
filed with the SEC by Franklin will be available free to charge at
the SEC's web site at http://www.sec.gov/  

Franklin and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from the
stockholders of Franklin in favor of the transaction. Information
about the executive officers and directors of Franklin and their
ownership of Franklin stock is set forth in the proxy statement
for Franklin's 2003 Annual Meeting of Stockholders. Certain
directors and executive officers of Franklin may have direct or
indirect interests in the transaction due to securities holdings,
pre-existing or future indemnification arrangements or vesting of
options, or, in the case of Stephen L. Brown, Chairman & CEO of
Franklin, rights to certain severance payments. Additional
information regarding Franklin and the interests of their
executive officers and directors in the transaction will be
contained in the proxy statement that will be filed by Franklin
with the SEC.

               About Franklin Capital Corporation

Franklin Capital Corporation is a subsidiary of Franklin Resources  
Inc., formed to expand Franklin Resources automotive and consumer  
lending activities related primarily to the purchase,  
securitization and servicing of retail installment sales contracts  
originated by retailers and automobile dealerships.

Franklin Capital Corporation originates and services direct and  
indirect loans for itself and its sister company Franklin  
Templeton Bank and Trust, F.S.B. Eight different loan programs are  
offered, allowing Franklin Capital Corporation to serve the needs  
of prime, non-prime and sub-prime customers throughout the United  
States.

                         *     *     *

As previously reported in the Troubled Company Reporter's  
April 8, 2004 edition, Franklin Capital Corporation (ASE:FKL)  
announced that as in its audit reports for the previous two years,  
it has received an audit report on its 2003 financial statements  
which again contains a going concern qualification.  

Franklin's Board of Directors has authorized the retention of a  
financial advisor to advise Franklin on various strategic,  
financial and business alternatives available to it to maximize  
shareholder value. These may include a reorganization, re-
capitalization, acquisitions, dispositions of assets, a sale or  
merger. There is no assurance that any of the foregoing  
alternatives will occur.


FORD MOTOR: CNGVC Questions Environmentally Friendly Vehicles
-------------------------------------------------------------
The California Natural Gas Vehicle Coalition continues to question
Ford Motor Company's decision to end production of natural gas
vehicles while the company touted its plans to meet emissions
standards.

In a press release issued by Ford, the company reported that more
than half of its 2005 model year "light" vehicles will meet the
Environmental Protection Agency's new Tier 2 Bin 5 emissions
standard.

Ford's announcement left Mike Eaves, president of the CNGVC, again
asking how the company could claim to be so committed to
environmental guidelines and protection while deciding to abandon
a proven alternative -- NGVs -- many of which already meet the
more strict emissions standards such as the Super Ultra Low-
Emission Vehicle standard set by the State of California or the
Tier-2 Bin 2 standard set by the Environmental Protection Agency.

"According to its release, none of Ford's 2005 model cars meet the
Tier-2 Bin 2 standard or the equivalent SULEV standard. However,
most of the NGV models Ford has discontinued -- such as the F-150
CNG Pickup and the Econoline Van -- already meet the SULEV
standard," noted Mr. Eaves.

"It is quite disingenuous of Ford to try to reclaim the mantle of
environmental leadership when its new 2005 models do not meet the
most stringent emissions guidelines," said Mr. Eaves. "With more
and more Americans suffering from respiratory ailments caused by
automotive emissions, now is not the time to take a step back in
our efforts to build the cleanest vehicles possible."

Once one of the largest producers of NGVs, Ford recently announced
that it would stop producing the vehicles. This decision took many
by surprise -- including the state and local entities to which
Ford had sold products as well as many public-private
partnerships.

"In the past, Ford used its production of NGVs to demonstrate its
commitment to a cleaner environment," said Mr. Eaves. "Now they
have walked away from that commitment, leaving many programs and
people stranded, and they didn't even consult with them. They want
to tout their 2005 vehicle emissions and claim that they are for
the environment. If that's true, then why abandon the NGVs, the
taxpayers and others who invested in it?"

Ford worked with state and local public entities and government
entities to sell the NGV product, build natural gas fueling
stations, and create incentive programs for NGV purchases. Through
these projects, the company also received a variety of subsidies
and incentives from government entities at the local, state and
federal levels.

"In an interesting twist, Ford has decided to release its second
generation NGV in Europe in the 2006 model year," added Eaves. "So
they are denying Americans access to NGV technology while giving
Europe the opportunity to build -- and benefit from -- advanced
natural gas vehicles. It just doesn't make sense and we'd like
them to explain why."

                  About Natural Gas Vehicles and
            The California Natural Gas Vehicle Coalition

Natural gas is the cleanest burning alternative transportation
fuel available today, and natural gas vehicles have been certified
as meeting some of the nation's most demanding environmental
standards.

NGVs look like any other vehicle and they operate on natural gas
as opposed to traditional gasoline. They also reduce emissions of
carbon dioxide, the principal "greenhouse" gas that contributes to
global warming. Therefore, NGVs are an existing solution to high
fuel prices, unstable energy supplies and air pollution.

There are almost 130,000 NGVs on U.S. roads today and more than 2
million are in use worldwide. There are more than 20,000 NGVs in
use in California, most of them serving the public in transit,
refuse, school bus, shuttle, taxi, municipal, and utility fleets.
The California Natural Gas Vehicle Coalition represents companies,
organizations and individuals who are committed to expanding the
use of this safe, affordable and environmentally friendly
technology.

                          *   *   *

As reported in the Troubled Company Reporter's December 5, 2003,
edition, Standard & Poor's Ratings Services lowered its rating on
Ford STEERS Credit-Backed Trust Series 2002-3F and removed it from
CreditWatch with negative implications, where it was placed
Nov. 6, 2003.

The lowered rating and CreditWatch removal reflects the lowered
rating and CreditWatch removal of Ford Motor Co.'s long-term
corporate credit, senior unsecured debt, and preferred stock
ratings, and those of its related entities on Nov. 12, 2003.

The transaction is a swap-dependent synthetic transaction that is
weak-linked to the referenced obligation, Ford Motor Co. Capital
Trust II's preferred stock. The lowered rating and CreditWatch
removal reflects the credit quality of the underlying securities
issued by Ford Motor Co.


G-STAR: S&P Assigns Preliminary BB Ratings to Preferred Shares
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to G-Star 2004-4 Ltd./G-Star 2004-4 Corp.'s $500 million
floating-rate notes and preferred shares.

The preliminary ratings are based on information as of
July 22, 2004. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes and by the preferred shares;

     -- Excess spread and overcollateralization provided by the
        assets;

     -- The cash flow structure, which is subject to various
        stresses requested by Standard & Poor's;

     -- The experience of the investment advisor; and

     -- The legal structure of the transaction, which includes the
        bankruptcy remoteness of the issuer.

                    Preliminary Ratings Assigned
          G-Star 2004-4 Ltd./G-Star 2004-4 (Delaware) Corp.
   
         Class              Rating           Amount (mil. $)
         -----              ------           ---------------
         A-1                AAA                        364.0
         A-2                AAA                         60.0
         A-3                AA                          26.0
         B                  A-                          12.0
         C                  BBB                         14.0
         Preferred shares   BB*                         24.0

              * Rating addresses solely the ultimate
                repayment of initial stated amount.


HERITAGE ORGANIZATION: Baker and McKenzie Serves as Attorneys
-------------------------------------------------------------
The Heritage Organization, L.L.C., sought and obtained approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to hire Baker and McKenzie as its bankruptcy attorney.

Baker and McKenzie is expected to:

   a) advise the Debtor as to its powers and duties in the
      management of its property;

   b) assist the Debtor in the preparation of all administrative
      documents required, as well as to prepare on behalf of
      Debtor all necessary applications, motions, answers,
      responses, orders; reports and other legal documents as
      required;

   c) assist the Debtor in obtaining Court approval for use of
      cash collateral and in other negotiations with its secured
      creditors;

   d) take such action as is necessary to preserve and protect
      the Debtor's assets;

   e) assist the Debtor in the formulation of a disclosure
      statement and in the formulation, confirmation, and
      consummation of a plan of reorganization; and

   f) perform all other legal services for Debtor that may be
      necessary in this proceeding.

Baker and McKenzie professionals currently bills for their
services at these rates:

         partners and associates    $165 to $550 per hour
         paraprofessionals          $50 to $160 per hour

The hourly rates for the attorneys and paraprofessionals
designated to primarily represent the Debtor are:

         Professional       Designation       Billing Rate
         ------------       -----------       ------------
         David W. Parham    member            $425 per hour
         Laurie D. Babich   associate         $260 per hour
         Wendi I. Martin    paraprofessional  $115 per hour

Headquartered in Dallas, Texas, The Heritage Organization, L.L.C.,
filed a chapter 11 protection on May 17, 2004 (Bankr. N.D. Tex.
Case No. 04-35574).  When the Company filed for protection from
its creditors, it listed both estimated debts and assets of over
$10 million.


HUDSON RCI: Teleflex Enters Agreement for $400M Credit Facility
---------------------------------------------------------------
Teleflex Incorporated (NYSE:TFX) has entered into a syndicated
bank agreement for a $400 million revolving credit facility with a
$100 million expansion feature and a five-year term. The
syndication of nineteen banks was led by JP Morgan Securities and
Wachovia Capital Markets.

The Company plans to use its credit facility for general corporate
purposes including the funding of internal growth initiatives and
acquisitions. On July 8, 2004, Teleflex announced the completion
of a $350 million Senior Note financing to partially finance its
recently completed acquisition of Hudson Respiratory Care, Inc.

         `             About Teleflex  

Teleflex is a diversified industrial company with annual revenues  
of more than $2 billion. The company designs, manufactures and  
distributes quality engineered products and services for the  
automotive, medical, aerospace, marine and industrial markets  
worldwide. Teleflex employs more than 21,000 people worldwide who  
focus on providing innovative solutions for customers. Additional  
information about Teleflex can be obtained from the company's  
website at http://www.teleflex.com/  

             About Hudson Respiratory Care, Inc.  
  
Hudson RCI -- http://www.hudsonrci.com/-- is a privately held   
medical manufacturing firm specializing in disposable products for  
respiratory care and anesthesia. Corporate headquarters are  
located in Temecula, California, with a European office in  
Upplands Vasby, Sweden. Hudson RCI maintains manufacturing  
facilities in California, Illinois, Mexico, and Malaysia.  
Distribution centers located in California, Illinois, and the  
Netherlands service the needs of a vast network of distributors  
around the world. A team of 80 domestic and international sales  
representatives, supported by clinical and marketing personnel  
located in the Temecula and Stockholm offices, provide sales,  
service, technical support, and clinical information on Hudson  
RCI's broad range of respiratory care and anesthesia products.  
  
At March 31, 2004, Hudson Respiratory Care's balance sheet shows a  
stockholders' deficit of $168,019,000 compared to a deficit of  
$167,915,000 at December 31, 2003.


HUDSON STRAITS: S&P Assigns BB Ratings to Class E Series 2004
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Hudson
Straits CLO 2004 Ltd./Hudson Straits CLO 2004 Corp.'s $411.225
million notes.

Hudson Straits CLO 2004 Ltd./Hudson Straits CLO 2004 Corp. is a
CLO backed primarily by loans.
    
The ratings are based on the following:

     -- Adequate credit support provided in the form of
        subordination and excess spread;

     -- Characteristics of the underlying collateral pool,
        consisting primarily of middle market and broadly
        syndicated loans;

     -- Scenario default rates of 37.83% for the class A-1 and A-2
        notes; 32.94% for the class B notes; 29.43% for the class
        C notes, 25.23% for the class D-1 and D-2 notes, and
        19.05% for the class E notes; and break-even loss rates
        of 48.40% for the class A-1 and A-2 notes, 41.93% for the
        class B notes; 34.33% for the class C notes, 28.18% for
        the class D-1 and D-2 notes, and 23.18% for the class E
        notes;

     -- Weighted average rating for the portfolio of 'B+';

     -- Weighted average maturity for the portfolio of 5.83
        years;

     -- S&P default measure of 3.37%;

     -- S&P variability measure of 1.87%;

     -- S&P correlation measure of 1.26; and

     -- Rated overcollateralization of 122.63% for the class A-1
        and A-2 notes, 117.66% for the class B notes; 111.70% for
        the class C notes, 106.39% for the class D-1 and D-2
        notes, and 105.41% for the class E notes. Interest on the
        class C, D-1, D-2, and E notes may be deferred up until
        the legal final maturity of October 2016 without causing a
        default under these obligations. The ratings on the notes
        therefore address the ultimate payment of interest and
        principal.

                        Ratings Assigned
     Hudson Straits CLO 2004 Ltd./Hudson Straits CLO 2004 Corp.
     
          Class          Rating          Amount (mil. $)
          A-1            AAA                      97.875
          A-2            AAA                     217.500
          B              AA                       33.500
          C              A                        25.250
          D-1            BBB                      23.500
          D-2            BBB                       1.500
          E              BB                       12.100


IMPATH INC: Court Schedules August 18 Disclosure Hearing Date
-------------------------------------------------------------
On June 30, 2004, IMPATH Inc. and its debtor-affiliates filed
their Joint Plan of Liquidation and Disclosure Statement with the
U.S. Bankruptcy Court for the Southern District of New York.

The Honorable Prudence Carter Beatty will convene a hearing to
consider the adequacy of the Debtors' Disclosure Statement.  The
hearing will be held in Room 701 at the U.S. Bankruptcy Court in
Manhattan at 2:30 p.m. on August 18, 2004.

Objections to the approval of the disclosure statement must be
filed at or before 4:00 p.m. on August 9, 2004, and must be served
on:

               Weil Gotshal & Manges LLP
               767 Fifth Avenue
               New York, New York 10153
               Attention: George A. Davis, Esq.
     
               Office of the U.S. Trustee
               Southern District of New York
               33 Whitehall Street, 21st floor
               New York, New york 10004
               Attention: Paul Schwartzberg

               Mayer Brown Rowe & Maw LLP
               1675 Broadway
               New York, New York 10019
               Attention: Frederick Hyman, Esq.

               Arent Fox PLLC
               1675 Broadway
               New York, New York 10019
               Attention: Schuyler G. Carrol, Esq.

               Saul Ewing LLP
               245 Park Avenue, 24th Floor
               New York, New York 10167
               Attention: John Jerome, Esq.

Copies of the disclosure statement and plan can be viewed at
http://www.nsyb.uscourts.gov

IMPATH Inc., together with its subsidiaries, is in the business of
improving outcomes for cancer patients by providing patient-
specific diagnostic and prognostic services to pathologists and
oncologists, providing products and services to biotechnology and
pharmaceutical companies, and licensing software to hospitals,
laboratories, and academic medical centers. The company filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 03-16113) on
September 28, 2003. George A. Davis, Esq.of  Weil, Gotshal &
Manges, LLP represents the debtor.


INVISION TECHNOLOGIES: Reports 2nd Quarter 2004 Financial Results
-----------------------------------------------------------------
InVision Technologies, Inc. (Nasdaq:INVN) reported financial
results for the second quarter ended June 27, 2004. Total company
revenues in the second quarter of 2004 were $86.7 million compared
to revenues of $89.4 million in the second quarter of 2003.

Net income was $6.9 million in the second quarter of 2004. The
earnings per share calculation for the second quarter of 2004
reflects the impact of the contingent conversion provision related
to the $125 million of convertible senior notes issued in the
third quarter of 2003, as well as after-tax charges of
approximately $600,000 related to transaction expenses associated
with the company's pending acquisition by General Electric Company
(NYSE:GE). This compares to net income of $7.0 million for the
second quarter of 2003. Second quarter 2003 net income includes an
after-tax charge of $4.3 million for in-process R&D related to the
acquisition of Yxlon during the second quarter of 2003.

Gross margin in the second quarter of 2004 was 38.6% compared to
40.1% in the second quarter of 2003. As of June 27, 2004, InVision
had $334.7 million in cash, cash equivalents, short-term
investments and restricted cash compared to $276.9 million as of
December 31, 2003. Total company backlog was $210.3 million in the
second quarter of 2004, up 6.6% from the prior quarter.

                 Second Quarter 2004 Performance
                       by Reportable Segment

InVision has two reportable segments: explosives detection systems  
and non-destructive testing systems. The EDS segment showed
continued solid performance in the second quarter of 2004 with
revenues of $64.2 million and income from operations of $13.7
million. EDS service revenues grew to $19.7 million during the
quarter, representing a 22.7% increase compared to the prior
quarter. The NDT segment posted revenues of $15.8 million and a
loss from operations of $105,000. A reconciliation of reportable
segment revenues and income from operations to consolidated
revenues and income from operations is provided in Schedule 1
following the condensed consolidated balance sheets.

                  First Half 2004 Performance

Total company revenues for the first six months of 2004 were
$163.6 million compared to $254.6 million during the comparable
period of 2003. Net income was $12.1 million. The EPS calculation
for the first six months of 2004 reflects the impact of the
contingent conversion provision related to the $125 million of
convertible senior notes issued in the third quarter of 2003, as
well as after-tax charges of approximately $1.7 million related to
transaction expenses associated with the company's pending
acquisition by GE. This compares to net income of $41.4 million
for the comparable period of 2003, and includes an after-tax
charge of $4.3 million for in-process R&D related to the
acquisition of Yxlon during the second quarter of 2003.

                     Operational Highlights

   -- The company announced that its CTX 1000 system has been
      certified by the TSA. The CTX 1000 system is a smaller and
      significantly less expensive version of InVision's EDS
      currently in use at airports throughout the United States.
      The relative size of the CTX 1000 system is designed for
      locations where a full size EDS unit may not be practical.

   -- The company continued to participate in the TSA's evaluation
      program to assess the viability of existing EDS technology
      for inspection of break bulk air cargo. The company believes
      that CT technology has great potential to address this on-
      going concern in our nation's approach to aviation security.

   -- The company is currently in negotiations with the TSA
      regarding service contract renewal. The company anticipates
      no disruption of service as a result of these discussions.

"Our EDS business produced solid financial results in the second
quarter of 2004," said Sergio Magistri, Ph.D., InVision President
and Chief Executive Officer. "We are pleased with the completion
of TSA certification of our CTX 1000 system. The addition of this
system strengthens InVision's EDS product portfolio."

                       Acquisition Update

GE has agreed to acquire InVision in an all-cash transaction
valued at approximately $900 million, or $50 per share. InVision
and GE continue to cooperate with regulatory authorities in an
effort to conclude the antitrust review process. InVision will
provide an update on the status of the antitrust review process
when the parties receive clearance from the regulatory
authorities.

                        About InVision

InVision Technologies, Inc. and its subsidiaries develop,
manufacture, market and support explosives detection systems based
on advanced computed tomography technology, X-ray diffraction and
quadrupole resonance. The company is the leading supplier of
explosives detection systems to the U.S. government for civil
aviation security. InVision is headquartered in Newark, CA.
Additional information about the company can be found at
http://www.invision-tech.com/

                         *   *   *

               Liquidity and Capital Resources  
  
In its Form 10-Q for the quarterly period ended March 28, 2004,  
InVision Technologies Inc. reports:

"At March 28, 2004, we had $284.6 million in cash, cash  
equivalents and short-term investments, compared to $276.9 million  
at December 31, 2003.  

"Net cash provided by operating activities was $7.2 million in the  
first quarter of 2004, compared to cash used in operating  
activities of $35.2 million in the first quarter of 2003. Cash  
provided by operating activities in the first quarter of 2004  
primarily resulted from net income of $5.2 million, enhanced by  
the non-cash effects of $2.6 million of depreciation and  
amortization expense, and $3.5 million in tax benefits from  
employee stock transactions. Another contributing factor was a  
$3.2 million decrease in inventory due to a reduction in lead time  
to procure certain inventory materials from suppliers. In  
addition, there was a $5.0 million increase in accounts payable  
and a $4.4 million increase in deferred revenue. Partially  
offsetting these increases to net cash provided by operating  
activities was a $17.5 million increase in accounts receivable.  
This increase was primarily due to billings to the TSA and other  
customers for units shipped near the end of the first quarter of  
2004.

"We believe that existing cash and cash equivalents, available  
borrowings under our lines of credit and funds expected to be  
generated from operations will be sufficient to finance our  
working capital and capital expenditure requirements for at least  
the next twelve months. However, if we fail to meet required  
financial covenants in our credit agreement, or our receivables do  
not support the upper limits of the credit agreement, then we may  
not be able to have access to further funds under our credit  
agreement. In addition, if we are unable to deliver EDS units in a  
timely manner under orders from the TSA, the TSA may cancel its  
orders or not place additional orders. If any of these events  
occur, our capital resources would be significantly impaired."


I2 TECH: Stockholders' Deficit Narrows to $198 Million at June 30
-----------------------------------------------------------------
i2 Technologies, Inc. (OTC:ITWO), a leading provider of closed-
loop supply chain management solutions, reports results for its
second quarter ended June 30, 2004.

Total revenue for the second quarter was $111 million, as compared
to $84 million in the previous quarter and $122 million in the
second quarter of 2003.

License revenue in the second quarter was $12 million, consistent
with the $12 million of license revenue recognized in the first
quarter of 2004.  This compares to $17 million of license revenue
in the second quarter of 2003.

Development services revenue increased 39 percent sequentially to
$9.2 million in the second quarter, up from the $6.6 million in
the prior quarter and the $5.6 million in the second quarter of
2003.

Contract revenue recognized in the quarter was $32 million, as
compared to $6 million in the prior quarter and $25 million in the
second quarter of 2003.  Contract revenue reflects amounts
deferred as a result of the Company's July 2003 restatement and is
not typically associated with current business and cash
collections.

Companies selecting i2 during the second quarter included Bed Bath
& Beyond and Procurve Networking by HP in the Americas, Gambro and
Severstal in EMEA, and NEC and Petron Corporation in Greater Asia-
Pacific.

"I'm very pleased with the progress we've made this past quarter,"
said Sanjiv Sidhu, i2 CEO.  "We've closed new business, put the
company on a much more solid financial footing, increased customer
satisfaction, and are implementing the next generation of supply
chain management solutions at leading customers.  We are focused
on growing our business and bringing value to our customers."

Total costs and operating expenses for the second quarter of 2004
were $93 million, which includes approximately $4 million of
restructuring costs, $2 million of operating expense related to
employees no longer with the company, $1 million of legal expenses
related to the settlement of the class action and derivative
litigation and the SEC investigation and $1 million of costs
associated with the contract revenue recognized.  In addition,
cost of license for the second quarter was lower than it would
have been by $3 million due to the reversal of some accruals that
were taken in earlier periods for potential customer claims that
are no longer needed.  This compares to $108 million in total
costs and operating expenses in the first quarter of 2004, which
included approximately $10 million for an accrual the Company had
taken in the first quarter for costs associated with the potential
resolution of the SEC investigation, and an additional charge of
$2.4 million for legal expenses related to the class action and
derivative litigation and the SEC investigation.  In comparison,
total costs and operating expenses in the second quarter of 2003
were $119 million, which included approximately $9 million of
audit and legal fees related to the Company's re-audits and
investigations.

Operating income for the second quarter of 2004 totaled
$18 million, as compared to an operating loss of $24 million in
the prior quarter and operating income of $2.5 million in the
second quarter of 2003.

Net income applicable to common stockholders for the second
quarter totaled $12 million. This compares to a net loss
applicable to common stockholders of $30 million, in the first
quarter of 2004 and net income applicable to common stockholders
of $1.0 million, for the second quarter of 2003.

Cash and investments increased by a net $55 million in the second
quarter. The Company finished the quarter with $345 million in
total cash and investments. A significant source of cash in the
quarter included $120 million from the investments into the
Company by an affiliate of Q Investments and i2's founder and CEO
Sanjiv Sidhu. Significant uses of cash included $10 million for
the settlement of the SEC enforcement proceedings, $42 million for
the settlement of the class action and derivative lawsuits and a
$9 million semi-annual interest payment on the convertible debt.

At June 30, 2004, i2 Technologies, Inc.'s balance sheet showed a
net stockholders' deficit of $197,902,000 compared to $296,938,000
at December 31, 2003.
                                             
                   Supply Chain Leaders Program

During the quarter, i2 announced the Supply Chain Leaders Program,
an initiative that offers companies the opportunity to craft and
efficiently deploy closed-loop supply chain solutions, using i2's
intellectual property over the course of an agreed-upon contract
term.

The program enables customers to license and implement any of i2's
software that is currently commercially available, as well as any
of its standard software that is released during the term of the
contract. These customers have access to implementation services
and are supported by dedicated staff from i2's Competency Center.

                      Succession Planning

The Company also selected Heidrick & Struggles to begin the
process of seeking a successor to its current CEO, Sanjiv Sidhu,
who founded the Company in 1988.

"We have taken many steps over the past year to position i2 for
success as we move forward," said Sidhu. "The time is now right
for us to attract a world-class CEO for i2. I plan to continue as
chairman, and remain as committed to i2 as I've ever been."

                          About i2

i2 is a leading provider of closed-loop supply chain management
solutions.  The company designs and delivers software that helps
customers optimize and synchronize activities involved in
successfully managing supply and demand.  i2's worldwide customer
base consists of some of the world's market leaders -- including
seven of the Fortune global top 10.  Founded in 1988 with a
commitment to customer success, i2 remains focused on delivering
value by implementing solutions designed to provide a rapid return
on investment. Learn more at http://www.i2.com/


JILLIAN'S ENTERTAINMENT: Has Until Oct. 20 to Decide on Leases
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District of
Kentucky, Louisville Division, Jillian's Entertainment Holdings,
Inc., and its debtor-affiliates obtained an extension of their
lease decision period.  The Court gives the Debtors until October
20, 2004, to determine whether to assume, assume and assign, or
reject their unexpired nonresidential real property leases.

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than  
40 restaurant and entertainment complexes in about 20 US states.  
The Company filed for chapter 11 protection on May 23, 2004
(Bankr. W.D. Ky. Case No. 04-33192).  Edward M. King, Esq., at
Frost Brown Todd LLC and James H.M. Sprayregen, P.C. at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.  
When the Company filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of over $50 million.


JUNIPER: Expands Sales Organization with Three Senior Appointments
------------------------------------------------------------------
Demonstrating its continued commitment to being a world-class
channel company, Juniper Networks, Inc. (Nasdaq:JNPR) has expanded
its sales organization with the appointment of three new
executives: Tushar Kothari, vice president of worldwide channels,
Bob Bruce, vice president of America's channels and Neal Oristano,
vice president of America's sales.

"The addition of these executives, who bring a wealth of
experience and knowledge to our channel operations, continues the
momentum of Juniper's recent channel-related accomplishments,
including worldwide alignment of our channel program," said Jim
Dolce, executive vice president, Worldwide Field Operations,
Juniper Networks. "I have every confidence that these executives
can continue elevating Juniper to one of the industry's best
worldwide channel companies."

Commented Ken Presti, research director, Network Channels and
Alliances at industry analyst firm IDC: "As evidenced by the
introduction of its J-Partner Program with the unique J-Rewards
components, Juniper has taken deliberate and positive steps to
build its channel position since the acquisition of NetScreen. In
addition, the company's new channel management team is made up of
consummate professionals who are well-known to the channel
community and have the expertise necessary to help Juniper execute
its strategy."

Tushar Kothari fills the newly created vice president of worldwide
channels position at Juniper Networks, where he will be
responsible for meeting Juniper Networks' goal to be a world-class
channel company.

Kothari joins Juniper Networks from Cisco Systems, where he served
most recently as vice president/General Manager of Linksys, a
division of Cisco Systems. From 1997 to 2002, he was vice
president of worldwide channels for Cisco. Kothari has previously
held positions in sales and marketing with National Semiconductor
and View Engineering.

Bob Bruce, vice president of America's channels -- formerly vice
president of U.S. channels, including service provider partners,
at Cisco Systems -- will oversee all Juniper Networks service
provider and corporate channels throughout the United States,
Canada and Latin America.

In his previous role at Cisco, Bruce was instrumental in building
the U.S. enterprise channel sales and operations as well as
service provider channels, driving acceleration of bookings and
revenue goals, increasing customer satisfaction and the reputation
and growth of Cisco's channel business. Prior to Cisco, Bruce held
sales positions at 3Com and Rolm/IBM.

Neal Oristano has accepted the newly created role of vice
president of America's sales. In this role, Oristano, formerly
vice president of America's sales at 3Com Corporation, will
oversee all service provider and corporate sales throughout the
United States, Canada and Latin America. While at 3Com, Oristano
led a two-tier distribution channel supported by a "direct touch"
sales force.

In addition to previously serving as vice president of America's
sales at Unisphere Networks, Oristano served as vice president of
worldwide service provider sales at Lucent Technologies and has
held direct and indirect sales positions at AT&T, Bay Networks,
Cisco Systems and Digital Equipment Corp.

                    About Juniper Networks, Inc.

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

                         *     *     *

As reported in the Troubled Company Reporter's May 10, 2004  
edition, Standard & Poor's Ratings Services affirmed its 'B+'  
corporate credit rating and other ratings on Juniper Networks Inc.  
and revised the outlook to positive from stable, reflecting a   
broadening business base and improving operating performance.   
  
"The ratings on Mountain View, California-based Juniper Networks   
Inc. continue to reflect the challenges of a rapidly evolving and   
highly competitive industry, as well as the company's good niche   
position as a supplier of high-performance data networking   
equipment and its ample operational liquidity," said Standard &   
Poor's credit analyst Bruce Hyman.

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


KAISER ALUMINUM: Appoints Anne Ferazzi as FSC Representative
------------------------------------------------------------
In Kaiser Aluminum Corporation's chapter 11 cases, in addition to
a significant number of lawsuits and claims for alleged asbestos-
related personal injuries, the Debtors face a significant number
of claims or lawsuits involving alleged personal injuries
resulting from exposure to silica, coal tar pitch volatiles and
excess occupational noise.  More than 3,800 silica proofs of
claim, 290 coal tar pitch volatile proofs of claim and 3,600
hearing loss proofs of claim have been filed against the Debtors
within the applicable bar dates.

In the future, personal injury claims may be asserted from
individuals who may have been exposed to silica or coal tar pitch
volatiles but who have not yet manifested symptoms of diseases
resulting from exposure.  While the Debtors believe that any
persons with hearing loss injuries would currently have symptoms,
the Debtors want to take adequate steps to ensure that the
emerging entity is adequately protected from claims that may also
be asserted by individuals against the Debtors in the future
alleging injuries from prepetition occupational noise.

              Appointment of Future Silica, CTPV and
              Hearing Loss Claimants Representative

Resolution of the asbestos and other tort liabilities in a fair
and equitable manner is one of the major issues the Debtors must
address as part of their reorganization.  The Debtors presently
anticipate that key elements of a reorganization plan will
include channeling injunctions under Sections 105 and 524(g) of
the Bankruptcy Code, pursuant to which all current and future
asbestos-related, silica, coal tar pitch volatiles and hearing
loss claims and demands against the Debtors, if any, will be
channeled to one or more trusts established to assume the
Debtors' liabilities.  The trust would be funded pursuant to
statutory requirements and agreements with representatives of the
affected parties, using the Debtors' insurance assets and certain
other consideration that has yet to be determined.

Because all claims related to silica, coal tar pitch volatiles
and hearing loss will have recourse to the same insurance assets
that will be used for asbestos claims, potential conflicts of
interest related to insurance coverage issues prevent Martin J.
Murphy, the legal representative for future asbestos claimants,
from representing the interests of the Future Silica, CTPV and
Hearing Loss Claimants.

Accordingly, the Debtors sought and obtained the Court's
authority to appoint Anne M. Ferazzi as the legal representative
for the Future Silica, CTPV and Hearing Loss Claimants, nunc pro
tunc to May 14, 2004.  The Debtors believe that Ms. Ferazzi is
the most qualified person to serve as the Future Silica
Claimants' Representative.

Ms. Ferazzi has practiced law for more than 18 years and has
specialized in complex insolvencies involving mass tort claims
for more than 10 years.  Ms. Ferazzi has served as:

    * one of three court-approved trustees for the Fuller-Austin
      Asbestos Settlement Trust since 1998; and

    * an arbitrator to resolve asbestos personal injury claims for
      the claims Resolution Management Corporation -- Manville
      Trust -- and UNR Asbestos-Disease Claims Trust since 1995
      and for the Eagle-Pitcher Personal Injury Settlement Trust
      since 2002.

Ms. Ferazzi was a shareholder of Verner, Liipfert, Bernhard,
McPherson and Hand, Chartered from 1993 through 1998, where her
significant representations included the official tort claimants
committees in the bankruptcies of:

    -- National Gypsum Company, where she dealt with asbestos
       personal injury and property damage claims; and

    -- Dow Corning Corporation, where she dealt with breast
       implants and other implant bodily injury claims.

              Terms and Conditions of the Appointment

A. Appointment

    Ms. Ferazzi is appointed to protect the rights of persons or
    entities that may subsequently assert future silica, coal tar
    pitch volatiles and hearing loss-related claims or demands
    against the Debtors.  Ms. Ferazzi will have no other
    obligations except those that are prescribed by the Court and
    accepted by Ms. Ferazzi.

B. Standing

    Ms. Ferazzi will have standing under Section 1109(b) of the
    Bankruptcy Code to be heard as a party-in-interest in all
    matters related to the Debtors' Chapter 11 cases and will have
    the powers and duties of a committee as set forth in Section
    1103 as are appropriate for a Future Silica Claimants'
    Representative.

C. Engagement of Professionals

    Ms. Ferazzi may employ attorneys and other professionals
    consistent with Sections 105 and 327 and pursuant to the
    established procedures for compensation and reimbursement of
    these professionals.

D. Compensation

    Compensation, including professional fees and reimbursement of
    expenses, will be payable to Ms. Ferazzi and her professionals
    from the Debtors' estates, as appropriate.  Ms. Ferazzi will
    be compensated at a $400 per hour rate.

E. Ms. Ferazzi's Liability

    Ms. Ferazzi will not be liable to any person or entity for any
    damages arising from or relating to performance of her duties
    as Future Silica Claimants' Representative, including acts or
    omissions in connection with her performance as Future Silica
    Claimants' Representative, except for damages caused by Ms.
    Ferazzi's gross negligence or willful misconduct.  Ms. Ferazzi
    will not be liable to any person as a result to any action or
    omission taken or made by her in good faith.

F. Indemnification

    The Debtors will indemnify Ms. Ferazzi for any damages arising
    from or relating to performance of her duties as Future Silica
    Claimants' Representative, including acts or omissions in
    connection with her performance as Future Silica Claimants'
    Representative, except for damages caused by Ms. Ferazzi's
    gross negligence or willful misconduct.  In addition, the
    Debtors will indemnify Ms. Ferazzi for damages resulting from
    an action or omission taken or made by Ms. Ferazzi in good
    faith.

G. Termination of Appointment

    Ms. Ferazzi's appointment as Future Silica Claimants'
    Representative will terminate upon confirmation of a Plan.  In
    addition, Ms. Ferazzi's appointment as Future Silica
    Claimants' Representative may be terminated by the Court,
    either at Ms. Ferazzi's own request or on a motion of any
    party-in-interest, for cause, including Ms. Ferazzi's death,
    incapacity or inability to serve as the Future Silica
    Claimants' Representative.

The Creditors Committee, the Asbestos Committee, and the legal
representative for future asbestos claimants support the
appointment.

Ms. Ferazzi assures the Court that she is a "disinterested"
person as the term is defined under Section 101(14).

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


LOEWS CINEPLEX: S&P Rates Proposed Bank Term Loan at B
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and a
recovery rating of '3' to Loews Cineplex Entertainment Corp.'s
proposed $100 million senior secured delayed-draw bank term loan,
indicating a meaningful recovery of principal (50%-80%) in a
default scenario.

At the same time, Standard & Poor's affirmed its ratings on Loews,
including its 'B' corporate credit rating, following a revision in
its proposed debt structure. The outlook remains positive. Total
lease adjusted debt for the New York, N.Y.-based theater chain
remains unchanged at about $2 billion pro forma as of March 31,
2004.

Loews' revised pro forma debt structure increases the bank term B
loan to $630 million from $620 million, adds a $100 million
delayed-draw bank term loan option, reduces the subordinated notes
due 2014 to $315 million from $415 million, and rolls over about
$90 million in secured Mexican peso debt at its Cinemex subsidiary
that was to be refinanced. The $100 million bank revolving credit
facility remains unchanged. The delayed-draw term loan will be
available to refinance the Mexican debt within six months of
closing. The term loan and subordinated debt proceeds together
with cash of $102 million, the rollover of a total of $114 million
of existing debt, and a $447 million common equity investment will
be used to repay existing debt and fund the sale of the company to
Bain Capital (38% ownership), The Carlyle Group (38%), and
Spectrum Equity Investors (24%).

"Loews' revised capital structure does not materially change its
credit profile, although it will reduce interest expense and
improve cash flow somewhat," according to Standard & Poor's credit
analyst Steve Wilkinson. He added, "The larger amount of secured
debt in the amended structure will place additional strain on
lender recovery rates in a default scenario, but Standard & Poor's
still believes that such a recovery would remain meaningful in the
50% to 80% range due to the loan's good collateral package, senior
position in the capital structure, and the prospect for a gradual
prepayment of bank debt with the company's solid cash flow."


LORAL SPACE: Creditors Committee Agrees to Equity-for-Debt Swap
---------------------------------------------------------------
Loral Space & Communications Ltd. has reached an agreement with
the Official Committee of Unsecured Creditors in its chapter 11
reorganization on the principal terms of a plan of reorganization
that will lead to the early filing of a consensual plan for Loral
and an exit from chapter 11 proceedings by the end of the year.
The agreement provides for a reorganization that will leave Loral
under current management, with its two businesses, Space
Systems/Loral and Loral Skynet, intact and substantially debt-
free. Loral will be a public company upon emergence and expects to
be listed on a major exchange in due course.

Space Systems/Loral is a world-class leader in the design and
manufacture of satellites and satellite systems for commercial and
government applications. It is one of only five such manufacturers
in the world. Loral Skynet operates a global integrated fixed
satellite and network/professional services business using its
fleet of four telecommunications satellites.

Under the proposed consensual plan of reorganization, all pre-
petition institutional debt will be exchanged for substantially
all of the equity of the reorganized company. It is contemplated
that under the plan of reorganization, all other pre-petition
general unsecured creditors will be offered an option to elect
either a discounted cash payment or a payout over time. Loral is
highly confident, given the support from the Official Creditors'
Committee, that the plan will receive the required favorable vote
from creditors and confirmation by the court. The plan does not
provide for any recovery or participation in reorganized Loral by
the holders of Loral's existing common or preferred stock.

Bernard L. Schwartz, chairman and chief executive officer, said:
"This agreement enables us to fulfill most of the core objectives
we established one year ago at the start of the chapter 11
process. Space Systems/Loral and Loral Skynet have continued to
serve customers and generate cash flow throughout the year.
Further, relieved of the burden of debt, Loral will have the
financial strength necessary to capitalize on an improving
industry environment and expand its leadership role in the
satellite services and manufacturing businesses. We deeply regret
the unavoidable exclusion of the present equity holders. We
believe that the plan that has been negotiated presents the best
opportunity to maintain Loral's industry position over the long
term. We are grateful to our employees, customers, suppliers and
business partners for their loyalty and support during the chapter
11 process."

                          About Loral

Loral Space & Communications, a satellite communications company,  
filed for chapter 11 protection (Bankr. S.D. New York Case No.  
03-41710) along with its affiliates on July 15, 2003. Stephen  
Karotkin, Esq. and Lori R. Fife, Esq. of Weil, Gotshal & Manges  
LLP represent the Debtors in their restructuring efforts. When the  
company filed for bankruptcy, it listed total assets of  
$2,654,000,000 against total debts of $3,061,000,000.


MALAN REALTY: Closes Sale of Valparaiso Property for $1.8 Mil.
--------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered real
estate investment trust, has completed the sale of a property
leased to Kmart in Valparaiso, Indiana.

The 93,592 square-foot property is located at 2801 Calumet Avenue.
The purchaser is an affiliate of Kmart Corporation. Net proceeds
to Malan from the transaction were approximately $1.8 million.

"The sale of this Big Kmart store moves us closer to completing
the orderly liquidation of the company," said Jeffrey Lewis,
president and chief executive officer of Malan Realty Investors.

Malan Realty Investors, Inc. is continuing to liquidate its assets
and currently expects that no later than August 28, 2004, any then
remaining assets and liabilities will be transferred to a
liquidating trust. Each shareholder of Malan will automatically
become the holder of one unit of beneficial interest in the trust
for each share of Malan common stock, and all outstanding shares
of Malan common stock will automatically be deemed cancelled.
Malan Realty Investors will seek relief for the trust from
registering the units under Section 12(g) of the Securities
Exchange Act of 1934, as amended, and its obligation to file
periodic reports.

Subject to limited exceptions related to transfer by will,
interstate succession or operation of law, the units will not be
transferable nor will a unit holder have authority, opportunity or
power to sell or in any other manner dispose of any units. As a
result, the beneficial interests in the liquidating trust will not
be listed on any securities exchange or quoted on any automated
quotation system of a registered securities association.
Shareholders who may need or wish liquidity with respect to their
company common stock before the liquidating trust makes
liquidating distributions should look into selling their shares
while the common stock is still traded on an established market.

Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In
August 2002, the company's shareholders approved a plan of
complete liquidation. The company owns a portfolio of 19
properties located in seven states that contains an aggregate of
approximately 1.2 million square feet of gross leasable area.

                      About the Company

Malan Realty Investors, Inc. owns and manages properties that are  
leased primarily to national and regional retail companies. In  
August 2002, the company's shareholders approved a plan of  
complete liquidation. The company owns a portfolio of 20  
properties located in seven states that contains an aggregate of  
approximately 1.3 million square feet of gross leasable area.  

                         *   *   *

As reported in the Troubled Company Reporter's May 18, 2004  
edition, Malan Realty Investors, Inc. is continuing to liquidate  
its assetsand currently expects that no later than
August 28, 2004, any then remaining assets and liabilities will be  
transferred to a liquidating trust. Each shareholder of Malan will  
automatically become the holder of one unit of beneficial interest  
in the trust for each share of Malan common stock, and all  
outstanding shares of Malan common stock will automatically be  
deemed cancelled. Malan Realty Investors, Inc. will seek relief  
for the trust from registering the units under Section 12(g) of  
the Securities Exchange Act of 1934, as amended, and its  
obligation to file periodic reports.


MATRIA HEALTHCARE: Posts Improved Earnings & Income in 2nd Quarter
------------------------------------------------------------------
Matria Healthcare, Inc. (NASDAQ/NM: MATR) reports its financial
results for the second quarter ended June 30, 2004.

On June 30, 2004, the Company completed the sale of the assets of
its Pharmacy and Supplies business and recorded a gain on the sale
of $56.1 million, or $32.8 million, net of taxes. This gain is
included in earnings from discontinued operations. Also, during
the quarter, Matria retired $120 million in aggregate principal
amount of its 11% Senior Notes, which resulted in a loss of
$22.9 million, or $14.1 million, net of taxes. This loss is
included in earnings from continuing operations. The Company
incurred $600,000, or $371,000, net of taxes, in additional
interest expense during the quarter due to the timing of the use
of the funds raised from the sale of the Company's 4.875%
Convertible Senior Subordinated Notes due 2024 to retire the 11%
Senior Notes, which is included in earnings from continuing
operations. Also included in earnings from continuing operations
is a restructuring charge of $265,000, or $165,000, net of taxes,
incurred by the Company early in the second quarter of 2004.

Revenues from continuing operations for the second quarter of 2004
increased 17% to $71.9 million compared with $61.6 million in the
second quarter of 2003.  Excluding the unusual items described,
second quarter of 2004 net earnings were $3.2 million, or $0.29
per diluted common share, compared with second quarter of 2003 net
earnings of $1.7 million, or $0.17 per diluted common share.
Excluding these unusual items, earnings from continuing operations
for the second quarter of 2004 were $2.8 million, or $0.26 per
diluted common share, compared with $973,000, or $0.09 per diluted
common share, in the 2003 second quarter.  Excluding these unusual
items, 2004 second quarter earnings from discontinued operations
were $333,000, or $0.03 per diluted common share, compared with
$771,000, or $0.08 per diluted common share, in the prior year's
second quarter.

Including the unusual items described, net earnings for the three
month period ended June 30, 2004, were $21.3 million, loss from
continuing operations was $11.9 million, or $1.15 per diluted
common share, and earnings from discontinued operations were $33.1
million.

Second quarter of 2004 revenues for the Company's Health
Enhancement segment increased by 30% to $49.1 million compared
with $37.9 million in the second quarter of 2003. The Health
Enhancement segment is comprised of the Company's disease
management business, its foreign diabetes service operation and
Facet Technologies, the Company's diabetes product design,
development and assembly operation. In the disease management
component of the Health Enhancement segment, second quarter of
2004 revenues increased by 121% to $13.5 million compared with
$6.1 million in the second quarter of 2003. In the other business
components of the Health Enhancement segment, second quarter 2004
revenues for the Company's foreign diabetes business increased 16%
to $14.7 million compared with $12.8 million in second quarter
2003 and Facet Technologies revenues increased 10% to
$20.9 million compared with $19.1 million in the prior year's
second quarter.

Second quarter of 2004 revenues for the Women's and Children's
Health segment were $22.8 million compared with revenues of
$23.7 million in the second quarter of 2003. The Women's and
Children's Health segment is comprised of the Company's
obstetrical home care clinical services and maternity disease
management services.

For the six-month period ended June 30, 2004, revenues from
continuing operations increased 14% to $139.2 million compared
with $122.1 million in the same period of 2003. Excluding the
unusual items described above, net earnings for the first six
months of 2004 were $4.1 million, compared with $2.9 million for
the same 2003 period. Excluding these unusual items, earnings from
continuing operations for the six-month period of 2004 were
$3.1 million compared with $2.1 million, in the 2003 period.
Excluding these unusual items, earnings from discontinued
operations for the six-month period ended June 30, 2004, were
$987,000, compared with $793,000 in the prior year's period.

Including these unusual items, for the six-month period ended
June 30, 2004, net earnings were $22.2 million, loss from
continuing operations was $11.6 million, and earnings from
discontinued operations, were $33.8 million.

Parker H. Petit, Chairman and Chief Executive Officer, stated, "We
had an extremely productive quarter in which we significantly
improved the financial strength of the Company. Through the
successful completion of the purchase of our 11% Senior Notes, the
raising of new capital in the form of convertible debt with a
4.875% coupon at a conversion price of $29.49, and divesting our
Pharmacy and Supplies business, we significantly deleveraged our
balance sheet, improved our cash position and increased our
financial flexibility. These transactions resulted in the Company
having over $20 million in cash and virtually no debt, other than
our convertible debt, at the end of the quarter. We also had
strong operating performance for the quarter with our disease
management operations now beginning to show good growth in
operating earnings. This should give Matria more predictable
earnings growth in the future. We will continue to aggressively
focus on the strategic opportunities available in the disease
management and related services market, particularly those
programs and services that employers are seeking."

The Company's second quarter of 2004 operating earnings from
continuing operations showed a 60% increase over the second
quarter of last year and its revenues from continuing operations
grew by 17% over the 2003 second quarter. "The growth of our
disease management businesses is much greater than the growth of
our Pharmacy and Supplies business that was divested," Petit
added. "With the sale of our Pharmacy and Supplies business, we
have lost future operating earnings; however, we believe these
losses will be largely offset by the savings in our interest
expense and reduction of corporate expenses. More importantly, we
have significantly reduced our financial leverage and risk and
improved the predictability of our earnings."

The Company expects third quarter revenues to be between
$74 million and $76 million. In light of the divestiture of the
Company's Pharmacy and Supplies business, full year 2004 earnings
per share, excluding unusual items, are now estimated to be in the
range of $1.00 to $1.10 and revenues are estimated to range from
$287 million to $293 million. "Our outlook reflects our disease
management operations growing rapidly and producing incrementally
improved profitability, and the significant reduction in interest
expense resulting from the retirement of our bonds," commented
Petit.

The Company reported that the current covered lives included in
its disease management programs are 24.3 million at June 30, 2004.
At the end of 2003, the Company reported 14.2 million covered
lives, and at the end of 2002, the Company had 7.2 million covered
lives in its disease management programs.

Matria Healthcare is a leading provider of comprehensive disease
management programs to health plans and employers. Matria manages
the following major chronic diseases and episodic conditions -
diabetes, cardiovascular diseases, respiratory diseases, high-risk
obstetrics, cancer, chronic pain and depression. Headquartered in
Marietta, Georgia, Matria has more than 40 offices in the United
States and internationally. More information about Matria can be
found on-line at http://www.matria.com/

                          *   *   *

As reported in the Troubled Company Reporter's May 4, 2004  
edition, Standard & Poor's Ratings Services affirmed its 'B+'  
corporate credit rating on disease-state management and  
fulfillment services provider Matria Healthcare Inc. Standard &  
Poor's also assigned its 'B-'subordinated debt rating to the  
company's proposed $75 million of 4.875% convertible senior  
subordinated notes due in 2024.

At the same time, Standard & Poor's withdrew its 'BB-' senior  
secured bank loan rating on Matria's $35 million revolving credit  
facility and withdrew its 'B+' senior unsecured rating on the  
company's $122 million of senior notes. The outlook is stable.

"While Standard & Poor's believes that the total transaction will  
slightly increase the company's total debt, it should lower  
Matria's overall cost of capital and improve its cash flow.  
Therefore, we view this transaction as neutral for the company's  
credit quality," said Standard & Poor's credit analyst Jesse  
Juliano.


METRIS COMPANIES: 2nd Quarter Net Loss Balloons to $70.3 Million
----------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) reports a $70.3 million net loss
for the quarter ended June 30, 2004.  This compares to a net loss
of $24.7 million, for the quarter ended June 30, 2003.

"Our second quarter results reflect the impact of transaction
costs and non-cash securitization losses associated with the
completion of the previously announced $1.2 billion two-year
conduit facility and $200 million term ABS transaction, as well as
the defeasance of maturing ABS transactions during the quarter,"
said David Wesselink, Metris Chairman and Chief Executive Officer.
"The completion of these funding transactions and the $300 million
term loan we closed in May allow us to continue to concentrate on
improving our overall business performance and increasing
shareholder value.  We are pleased with the continued performance
improvement of the Metris Master Trust, which reported a
delinquency rate of 9.5% as of June 30, 2004, the lowest level
since January 2002.  The delinquency trends over the past six
months indicate improved losses and excess spreads during the
second half of 2004.  We expect that the Company will be
profitable for 2004 because of a reduction in securitization
transactions and higher excess spreads in the second half of
2004."

As of June 30, 2004, the Company's managed credit card loans were
$7.1 billion, compared to $8.1 billion as of December 31, 2003.
The Company's owned credit card portfolio was $72.5 million, down
from $128.6 million at December 31, 2003.

The three-month average excess spread in the Metris Master Trust
was 3.83% as of June 30, 2004, compared to 4.61% as of
March 31, 2004, and 1.93% as of June 30, 2003.  The reported two-
cycle plus delinquency rate in the Metris Master Trust was 9.5% as
of June 30, 2004, compared to 10.5% as of March 31, 2004, and
11.6% as of June 30, 2003. The three-month average gross default
rate of the Metris Master Trust as of June 30, 2004 was 19.2%,
compared to 19.3% as of March 31, 2004, and 21.1% as of June 30,
2003.

Revenues for the three months ended June 30, 2004 were
$26.8 million, an 83.0% decrease from $157.6 million for the
quarter ended June 30, 2003.  Revenues for the second quarter of
2004 include securitization expense of $24.3 million, compared to
securitization income of $17.7 million for the three months ended
June 30, 2003.  Included in securitization expense for the current
quarter was a loss of $90.6 million caused by the required
discounts on various ABS transactions and $45.7 million of
transaction and other costs, primarily related to the previously
announced $1.2 billion two-year conduit facility and $200 million
term ABS transaction.  These items were partially offset by higher
interest-only revenue and fair value adjustments, reflecting the
improved performance in the Metris Master Trust.

Servicing income on securitized receivables decreased $11.5
million from the second quarter of 2003 due to a $2.4 billion
reduction in average principal receivables in the Metris Master
Trust.  Credit card loan and other interest income decreased
$26.4 million from the second quarter of 2003, and credit card
loan fees, interchange and other income decreased $18.2 million
from the second quarter of 2003, primarily due to a $610.1 million
decrease in average owned credit card loans. Enhancement services
income decreased $32.7 million from the second quarter of 2003 due
to the sale of the Company's membership club and warranty business
in the third quarter of 2003.

Revenues for the six-month period ended June 30, 2004 were
$205.4 million, a 23.8% decrease from $269.5 million for the six
months ended June 30, 2003.  The decrease was primarily due to a
$53.5 million decrease in credit card loan and other interest
income, a $33.7 million decrease in credit card loan fees,
interchange and other income, and a $68.7 million decrease in
enhancement services income.  These decreases were partially
offset by a $114.9 million increase in securitization income,
which resulted primarily from improved performance in the Metris
Master Trust.

Total expenses were $123.2 million and $237.5 million for the
three- and six-month periods ended June 30, 2004, respectively.
This represents decreases of $72 million and $197 million from the
three- and six-month periods ended June 30, 2003, respectively.  
Provision for loan loss expense decreased $30.5 million and $81.4
million for the three- and six-month periods, respectively.  This
decrease reflects the significant reduction in credit card loans
during the past year and slightly improved credit quality.  The
remaining $41.5 million and $115.6 million reduction in expenses
for the three- and six-month periods primarily reflects the sale
of the Company's membership club and warranty business and the
significant reduction in credit card operations during the past
year.

The managed net charge-off rate for the second quarter of 2004 was
17.0%, compared to 17.8% in the previous quarter and 19.1% for the
second quarter of 2003. The owned net charge-off rate was 15.3%,
compared with 71.0% in the previous quarter, and 25.4% in the
second quarter of 2003.

The managed delinquency rate was 9.4% as of June 30, 2004,
compared to 10.4% as of March 31, 2004, and 11.2% as of
June 30, 2003.  The owned delinquency rate was 12.9% as of June
30, 2004, compared to 15.0% as of March 31, 2004, and 7.6% as of
June 30, 2003.

Metris Companies Inc. (NYSE:MXT), based in Minnetonka, Minnesota,
is one of the largest bankcard issuers in the United States. The
Company issues credit cards through Direct Merchants Credit Card
Bank, N.A., a wholly owned subsidiary headquartered in Phoenix,
Ariz. For more information, visit http://www.metriscompanies.com/  
or http://www.directmerchantsbank.com/  
   
                        *   *   *

As reported in the Troubled Company Reporter's May 11, 2004
edition, Standard & Poor's Ratings Services raised its ratings on
Metris Cos. Inc., including Metris' long-term counterparty rating,
which was raised to 'CCC' from 'CCC-.' At the same time, the
ratings were removed from CreditWatch, where they were placed on
April 20, 2004. The outlook is stable.

"The rating change was driven by positive operational and
financial developments at the Minnetonka, Minn.-based credit card
company," said Standard & Poor's credit analyst Jeffrey Zaun.


MICROFINANCIAL: Subsidiary Enters Into Credit Agreement with Acorn
------------------------------------------------------------------
On June 10, 2004, TimePayment Corp. LLC, a wholly owned subsidiary
of MicroFinancial, Inc., signed a credit agreement with Acorn
Capital Group, LLC.  The credit agreement provides for a secured
line of credit of up to $8 million.  On the same date, TimePayment
signed a note purchase agreement with Ampac Capital Solutions,
LLC.  The note purchase agreement provides for a loan to
TimePayment of up to $2 million. Each facility was guaranteed on a
conditional, subordinated basis by MicroFinancial.  In connection
with these agreements, MicroFinancial issued warrants to the
lenders to purchase up to an aggregate of 402,342 shares of common
stock of the Company, and agreed to register the shares underlying
the warrants with the Securities and Exchange Commission.  

                     About Microfinancial  

MicroFinancial Inc. (NYSE: MFI), headquartered in Woburn, MA, is a  
financial intermediary specializing in leasing and financing for  
products in the $500 to $10,000 range. The company has been in  
operation since 1986.  

                      Company Liquidity

In its Form 10-K for the fiscal year ended December 31, 2003 filed  
with the Securities and Exchange Commission, MicroFinancial Inc.  
reports:

"MicroFinancial incurred net losses of $22.1 million and $15.7  
million for the years ended December 31, 2002 and 2003,  
respectively. The net losses incurred by the Company during the  
third and fourth quarters of 2002 caused the Company to be in  
default of certain debt covenants in its credit facility and  
securitization agreements. In addition, as of September 30, 2002,  
the Company's credit facility failed to renew and consequently,  
the Company was forced to suspend new origination activity as of  
October 11, 2002. On April 14, 2003, the Company entered into a  
long-term agreement with its lenders. This long-term agreement  
waives the covenant defaults as of December 31, 2002, and in  
consideration for this waiver, requires the outstanding balance of  
the loan to be repaid over a term of 22 months beginning in April  
2003 at an interest rate of prime plus 2.0%. The Company received  
a waiver, which was set to expire on April 15, 2003, for the  
covenant violations in connection with the securitization  
agreement. Subsequently, the Company received a permanent waiver
of the covenant defaults and the securitization agreement was  
amended so that going forward, the covenants are the same as those  
contained in the long-term agreement entered into on
April 14, 2003, for the senior credit facility. To date, the
Company has fulfilled all of its debt obligations, as agreed to by
the bank group, in a timely manner.

"MicroFinancial has taken certain steps in an effort to improve  
its financial position. Management continues to actively consider  
various financing, restructuring and strategic alternatives as  
well as continuing to work closely with the Company's lenders to  
ensure continued compliance with the terms of the long term  
agreement. In addition, Management has taken steps to reduce  
overhead and align its infrastructure with current business  
conditions, including a reduction in headcount from 380 at  
December 31, 2001 to 136 at December 31, 2003. The failure or  
inability of MicroFinancial to successfully carry out these plans  
could ultimately have a material adverse effect on the Company's  
financial position and its ability to meet its obligations when  
due. The consolidated financial statements do not include any  
adjustments that might result from the outcome of this  
uncertainty."


MIRANT CORP: Court Approves Contra Costa Settlement Pact
--------------------------------------------------------
The U.S. Bankruptcy Court approves Mirant Corp. motion to approve
a settlement agreement between Mirant Delta, LLC, and the Assessor
and Tax Collector of Contra Costa County.

Mirant Delta is the owner of two power plants located in Contra
Costa County, California -- the Antioch Plant and the Pittsburgh
Plant.  These plants collectively generate a total of 1,983
megawatts with five steam turbine generating units.  The two
facilities combine to form one of the largest natural gas fueled
generating complexes in the United States and cover more than
1,250 acres of land along the San Francisco Bay Delta.

According to Ian T. Peck, Esq., at Haynes and Boone, LLP, in
Dallas, Texas, each of the power plants is subject to semi-annual
ad valorem property taxes assessed by the local taxing authority.

On January 1, 2001 and January 1, 2002, the Assessor of Contra
Costa assessed, for property tax purposes, the value of the Plants
at:

   Plant                       2001             2002
   -----                       ----             ----
   Antioch Plant           $221,092,854     $246,949,311
   Pittsburgh Plant         445,066,681      469,530,737

Mirant Delta timely appealed the Assessments on the grounds that
the Assessor had overvalued for property tax purposes the Mirant
Power Plants.  Mirant also timely appealed the California Board
of Equalization's valuation of the Mirant Power Plants, and the
Board established the value of the Mirant Power Plants for 2003
property tax purposes at $313,100,000.

Due to Mirant Delta's Chapter 11 case, it was unable to pay to
Contra Costa the property taxes arising from the 2003 Tax
Assessment.  As of June 30, 2004, the Assessor asserts that
Mirant Delta owes $3,631,613 on account of the 2003 Tax
Assessment.  Included in the 2003 Tax Debt is $330,192 in
penalties that the Assessor asserts Contra Costa is owed.  In
addition, the Assessor asserts that as of July 1, 2004,
additional penalties will accrue at the rate of 1.5% per month on
any unpaid balance of delinquent taxes -- the Redemption
Penalties.  Mirant Delta disputes that any penalties are owed or
can be owed to the County.  Mirant Delta, however, views the
Settlement Agreement as a global resolution of all the issues
between the parties.

Thus, in an effort to avoid the cost, delay and uncertainty of
litigating the Appeals, and to resolve disputes in Mirant Delta's
case over penalties due as part of the 2003 Tax Debt, Mirant
Delta and the Assessor entered into the Settlement Agreement.

Mr. Peck reports that the Settlement Agreement reduces the
assessed value for property tax purposes of the Mirant Power
Plants in 2001 by about 20% -- from $666,159,535 to $535,000,000
-- and the assessed value for property tax purposes of the Mirant
Power Plants in 2002 by about 40% -- from $716,480,048 to
$425,000,000.  Under the Settlement Agreement, the dramatic
reduction in assessed value will result in refunds amounting to
$4,445,590 paid to Mirant Delta.  In exchange, Mirant agrees to
pay $3,345,423 as full and final satisfaction of the 2003 Tax
Debt, including without limitation any claims for principal,
interest and penalties the Assessor asserted.  Thus, on a net
basis, Mirant Delta's estate will receive more than $1,100,000 as
a result of the Settlement Agreement.

Mr. Peck notes that the Settlement Agreement needs the approval
of both the Court and the Assessment Appeals Board of Contra
Costa County.  Hence, the parties will present to the Appeals
Board certain stipulations reflecting the reduction of valuations
set forth in the Settlement Agreement.  In the event that the
Appeals Board does not approve the Stipulations, Mirant Delta
agrees to extend the period of time for resolution of the Appeals
under California Revenue and Taxation Code Section 1606(c) and
SBE Rule 309(b) to December 31, 2004.  In the event that the
Appeals Board does not approve the Stipulations, Mirant Delta
reserves its rights to seek further relief from the Court.

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


MOLECULAR DIAGNOSTICS: Stockholders Meeting on July 29
------------------------------------------------------
The Annual Meeting of Stockholders of Molecular Diagnostics, Inc.,
will be held at the Company's corporate offices located at
414 North Orleans Street, Suite 510, Chicago, Illinois on
Thursday, July 29, 2004 at 10:00 a.m., Chicago time, for the
purpose of considering and voting upon the following matters:

   1. to elect four directors to serve on the Company's Board of
      Directors until the next annual meeting of stockholders and      
      until their successors are elected and qualified;

   2. to approve an amendment to the Company's Certificate of
      Incorporation to increase the number of authorized shares
      of common stock ($.001 par value) of the Company by
      200,000,000 shares from 100,000,000 to 300,000,000 shares;

   3. to approve an amendment to the Company's 1999 Equity
      Incentive Plan to increase the number of shares of common
      stock authorized for issuance under the Plan from 5,500,000
      to 20,000,000 shares;

   4. to ratify the appointment of Altschuler, Melvoin and Glasser
      LLP as independent auditors for the Company for the year
      ended December 31, 2004; and

   5. to transact such other business as may properly come before
      the meeting or any adjournment thereof.

The Board of Directors has no knowledge of any other business to
be transacted at the meeting.

The Board of Directors has fixed the close of business on
Thursday, June 24, 2004 as the record date for the determination
of stockholders entitled to notice of, and to vote at, the meeting
and any adjournments thereof.

Molecular Diagnostics -- whose March 31, 2004 balance sheet
shows a total stockholders' equity deficit of $5,856,000  --  
develops cost-effective cancer screening systems, which can be
utilized in a laboratory or at the point-of-care, to assist in the
early detection of cervical, gastrointestinal, and other cancers.
The InPath System is being developed to provide medical
practitioners with a highly accurate, low-cost, cervical cancer
screening system that can be integrated into existing medical
models or at the point-of-care. More information is available at
http://www.Molecular-Dx.com/


MONONGAHELA POWER: S&P Downgrades Bond Ratings to BB from BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services has updated its analysis of
U.S. utility first mortgage bonds in response to changes in the
industry. As a result of the revised methodology, Standard &
Poor's downgrades Monongahela Power Co.'s bond ratings to BB from
BB-.

Before 1997, a utility's first mortgage bond rating was solely
determined by the corporate credit rating. In 1997, Standard &
Poor's incorporated a more rigorous analysis of ultimate recovery
potential to supplement the analysis of default risk for first
mortgage bonds.

"The incorporation of ultimate recovery is particularly important
for electric, gas, and water utility first mortgage bond ratings.
If, in Standard & Poor's analytical conclusion, full recovery of
principal can be anticipated in a post-default scenario, an
issue's rating may be notched above the CCR or default rating,"
said Standard & Poor's credit analyst Jeffrey Wolinsky.

Developments in the industry since 1997 have caused Standard &
Poor's to revise the method used to determine collateral value.

Standard & Poor's assigned recovery ratings to all utility
first mortgage bonds. Recovery ratings, first introduced for
industrial and utility issuers in December 2003, focus solely on
the likelihood of loss and recovery in the event of default or
bankruptcy. First mortgage bonds have a strong record of investor
protection because, historically, the underlying assets that
secure them have not been subject to liquidation in bankruptcy and
the bonds have not defaulted, even when the company is in
bankruptcy. The recovery ratings assigned to first mortgage
bonds reflect this strong record, with every first mortgage bond
assigned one of the two highest recovery ratings of either '1+' or
'1'.

Standard & Poor's published on July 22, 2004, a commentary article
that discusses utilities' first mortgage bonds, the revised
methodology, and the new recovery ratings in greater detail.


NBTY INC: Reports 30% Sales Increase to $400 Mil. in 3rd Quarter
----------------------------------------------------------------
NBTY, Inc. (NYSE: NTY), a leading manufacturer and marketer of
nutritional supplements, reported results for the fiscal third
quarter ended June 30, 2004.

For the fiscal third quarter ended June 30, 2004, sales increased
30% to $400 million, compared to sales of $308 million for the
fiscal third quarter ended June 30, 2003. Net income for the
fiscal third quarter was $26 million compared to net income of $29
million for the fiscal third quarter last year. Net income results
for the fiscal third quarter of 2003 reflect a $4 million after-
tax benefit to record available foreign tax credits.

The product lines purchased in the July 2003 Rexall acquisition
recorded sales of $68 million for the fiscal third quarter of
2004. Without such product lines, sales would have increased 8%
for this three-month period.

For the first nine months of fiscal 2004, sales increased 48% to
$1.2 billion compared to $828 million for the first nine months of
fiscal 2003. Net income for the first nine months of 2004 was
$91 million compared with net income of $66 million for the first
nine months of fiscal 2003. Net income results for the first nine
months of fiscal 2003 reflect the aforementioned $4 million after-
tax benefit to record available foreign tax credits.

The product lines purchased in the Rexall acquisition recorded
sales of $224 million for the first nine months of fiscal 2004.
Without such product lines, sales would have increased 21% for
this nine-month period.

During the fiscal third quarter and first nine months of fiscal
2004, the Company repaid $18 million and $116 million,
respectively, of principal outstanding under the term loans
originally used to acquire Rexall. These payments reduced the
principal outstanding under the Company's term loans to $156
million.

                    Operations for The Fiscal
                Third Quarter Ended June 30, 2004

The US Nutrition wholesale division, which operates Nature's
Bounty and Rexall, increased its sales 83% to $172 million from
$94 million for the comparable prior period of fiscal 2003.

NBTY has established a dominant presence in the wholesale
nutritional supplement marketplace. The Company's utilization of
consumer sales information from its Vitamin World retail stores
and Puritan's Pride direct- response/e-commerce operations
provides mass-market customers with timely and vital data to drive
their sales. The Company continues to adjust shelf space
allocation between the Nature's Bounty brand and Rexall brands to
provide the best overall product mix. These efforts have
strengthened US Nutrition's position in the mass market.

The Company is introducing reformulated, repackaged MET-Rx(R)
brand products with improved flavors. In addition, the Company re-
launched Spider- Man vitamins under the Sundown Kids(TM) brand.
Spider-Man is a trademark of Marvel Characters, Inc.

Vitamin World fiscal third quarter sales were $53 million compared
to $54 million a year ago, a decrease of 2%. For the fiscal third
quarter, Vitamin World operations reported a pre-tax loss of $1
million. However, EBITDA was $1 million.

During the fiscal third quarter Vitamin World opened 10 new
stores, closed 3 stores and at the end of the quarter operated 552
stores nationwide. For the fiscal third quarter, same store sales
decreased 4%, reflecting vulnerability in this specialty retail
market. Same store sales increased 2% for the first nine months of
fiscal 2004.

As NBTY introduces more new products directly to the mass market,
the specialty retail market's ability to capitalize on market
trends and new products is restricted. We expect this trend to
continue in the near future.

NBTY's European retail sales for the fiscal third quarter
increased 23% to $122 million from $99 million for the fiscal
third quarter a year ago. Sales generated by GNC and DeTuinen were
approximately $21 million for the fiscal third quarter. Both
retail chains were profitable in the fiscal third quarter. The
Company's European retail division opened 3 new stores, closed 3
stores and at the end of the quarter operated 599 stores in the
UK, Ireland and the Netherlands.

Holland & Barrett continues to be a leader in the United Kingdom.
Same store sales in the UK increased 14% for the fiscal third
quarter, reflecting in part the positive effect of the strong
British pound. Without the effect of foreign exchange, Holland &
Barrett same store sales increased 3%.

Revenues from Puritan's Pride direct response/e-commerce
operations for the fiscal third quarter decreased 14% to
$53 million from $61 million for the comparable prior period. The
decrease in sales for the fiscal third quarter reflects in part a
change in the timing of promotional catalog mailings. However,
Puritan's Pride revenues for the first nine months of fiscal 2004
increased 7% to $159 million, reflecting more effective target
marketing to its customer base.

The on-line portion of Puritan's Pride sales increased 8% for the
fiscal third quarter and 35% for the first nine months of fiscal
2004. NBTY remains the leader in the direct response and e-
commerce sector and continues to increase the number of products
available via its catalog and websites.

The Company settled a previously announced civil complaint arising
out of the Company's sales of pseudoephedrine products for a
payment of $950,000, without an admission of any liability. This
payment was reserved for in a prior period and did not affect
current quarter results.

NBTY Chairman and CEO, Scott Rudolph, said: "We are pleased with
NBTY's overall performance, although we are disappointed in the
continued decline in Vitamin World sales. We are confident in our
ability to quickly adapt to cyclical changes in industry segments
which are likely to impact near-term results and remain optimistic
for the long-term."

                          About NBTY

NBTY -- http://www.NBTY.com/-- is a leading vertically integrated  
manufacturer and distributor of a broad line of high-quality,
value-priced nutritional supplements in the United States and
throughout the world. The Company markets approximately 1,500
products under several brands, including Nature's Bounty(R),
Vitamin World(R), Puritan's Pride(R), Holland & Barrett(R),
Rexall(R), Sundown(R), MET-Rx(R), WORLDWIDE Sport Nutrition(R),
American Health(R), GNC (UK)(R) and DeTuinen(R).

                           *   *   *

As reported in the Troubled Company Reporter's June 7, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
vitamin, mineral, and supplement manufacturer NBTY Inc. to stable
from negative. At the same time, Standard & Poor's affirmed its
'BB' corporate credit and senior secured bank loan ratings, as
well as its 'B+' subordinated debt rating on the company.

The outlook revision reflects NBTY's successful integration of the
Rexall Sundown wholesale vitamin business, which it acquired in
July 2003.

"The ratings on NBTY Inc. reflect its moderate debt leverage, its
aggressive growth strategy, and the risk of adverse publicity
about vitamin products on its sales," said Standard & Poor's
credit analyst Martin S. Kounitz. These factors are somewhat
mitigated by the company's strong position and diversified
distribution channels in the VMS industry. The ratings assume that
Bohemia, New York-based NBTY will not make large debt-financed
acquisitions in the intermediate term, but will apply free cash
flow to reduce debt.


NEVADA POWER CO: S&P Downgrades Bond Ratings to BB+ from BB
-----------------------------------------------------------
Standard & Poor's Ratings Services has updated its analysis of
U.S. utility first mortgage bonds in response to changes in the
industry. As a result of the revised methodology, Standard &
Poor's downgrades Nevada Power Co.'s bond ratings to BB+ from BB.

Before 1997, a utility's first mortgage bond rating was solely
determined by the corporate credit rating. In 1997, Standard &
Poor's incorporated a more rigorous analysis of ultimate recovery
potential to supplement the analysis of default risk for first
mortgage bonds.

"The incorporation of ultimate recovery is particularly important
for electric, gas, and water utility first mortgage bond ratings.
If, in Standard & Poor's analytical conclusion, full recovery of
principal can be anticipated in a post-default scenario, an
issue's rating may be notched above the CCR or default rating,"
said Standard & Poor's credit analyst Jeffrey Wolinsky.

Developments in the industry since 1997 have caused Standard &
Poor's to revise the method used to determine collateral value.

Standard & Poor's assigned recovery ratings to all utility
first mortgage bonds. Recovery ratings, first introduced for
industrial and utility issuers in December 2003, focus solely on
the likelihood of loss and recovery in the event of default or
bankruptcy. First mortgage bonds have a strong record of investor
protection because, historically, the underlying assets that
secure them have not been subject to liquidation in bankruptcy and
the bonds have not defaulted, even when the company is in
bankruptcy. The recovery ratings assigned to first mortgage
bonds reflect this strong record, with every first mortgage bond
assigned one of the two highest recovery ratings of either '1+' or
'1'.

Standard & Poor's published on July 22, 2004, a commentary article
that discusses utilities' first mortgage bonds, the revised
methodology, and the new recovery ratings in greater detail.


NEXPRISE INC: Posts $10 Million Stockholders' Deficit at June 30
----------------------------------------------------------------
NexPrise, Inc. (OTC Bulletin Board: NXPS.OB), a provider of
business process automation and management applications, reports
results for the three months ended June 30, 2004.

For the second quarter of 2004, NexPrise reported bookings, which
represent contracted revenue for the next twelve months, of
approximately $1.0 million, a decrease of 13% from the second
quarter of 2003 but a sharp increase from the approximately
$170,000 of bookings reported in the first quarter of 2004.
Revenues, which are comprised of customer agreements recognized
evenly over the length of the contracts and up front perpetual
license fees, were approximately $672,000 for the three months
ended June 30, 2004, a decrease of 33% from the comparable period
in 2003 and an increase of 2% over the first quarter of 2004.

Costs and expenses in the second quarter of 2004 were
approximately $1.9 million, a reduction of 31% from the costs and
expenses of approximately $2.7 million, reported in the second
quarter of 2003.  As of June 30, 2004, NexPrise's cash, cash
equivalents and short-term investments were approximately $3.6
million.  Total cash used in the second quarter of 2004 was
approximately $1.2 million, approximately the same as that used in
the second quarter of 2003.  The net loss per share in the second
quarter of 2004 was $0.43, a 27% improvement from the $0.59 net
loss per share from continuing operations and a 12% improvement
from the $0.49 net loss per share reported in the same quarter
last year.

As of June 30, 2004, NexPrise posted a $10,213,000 deficit
compared to a deficit of $7,324,000 at December 31, 2003.

                     About NexPrise

NexPrise, Inc., provides business process automation and
management applications that can enable manufacturers to rapidly
automate and manage key business processes and produce a return on
investment in less than 6 months. These solutions complement and
expand on currently installed enterprise systems and allow for the
ongoing process improvements companies require to meet their
changing business demands. NexPrise, Inc. is headquartered in
Carlsbad, California. For more information, please visit
http://www.nexprise.com/


NORTH POINT PROPERTIES: Case Summary & 5 Unsecured Creditors
------------------------------------------------------------
Debtor: North Point Properties Incorporated
        725 North Northpoint Road
        Baltimore, Maryland 21237

Bankruptcy Case No.: 04-27330

Chapter 11 Petition Date: July 21, 2004

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Howard M. Heneson, Esq.
                  Christman & Fascetta
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: 410-494-8388

Total Assets: $0

Total Debts:  $1,415,150

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Thomas A. Mayo, Jr.           Loan                    $1,271,892
c/o Danoff, King &
Hofmeister, P.A.
409 Washington Ave., Ste 810
Towson, MD 21204

Potts & Callahan              Supplier                   $75,000

Baltimore Gas & Electric      Service Provider           $35,000

City Of Baltimore                                        $27,257

City Of Baltimore                                         $6,000


NRG ENERGY: Court Approves Asset Sale Bidding Procedures
--------------------------------------------------------
In NRG Energy, Inc.'s chapter 11 cases, debtors LSP-Nelson Energy,
LLC, and NRG Nelson Turbines, LLC, ask the Court to approve the
proposed bidding procedures for the auction related to the sale of
all of their assets.

According to Samuel S. Kohn, Esq., at Kirkland & Ellis, in New
York, the proposed Bidding Procedures are designed to maximize
the value of the Nelson Assets for the Nelson Debtors' estates,
creditors, and other interested parties.

A. Due Diligence

   All bidders who request an information packet relating to the
   Sale will be required to enter into a standard confidentiality
   agreement with the Nelson Debtors. Upon

          (i) the execution of a confidentiality agreement that is
              satisfactory in form and substance to the Nelson
              Debtors and Credit Suisse First Boston, and
         (ii) the Nelson Debtors' determination that the Potential
              Bidder is qualified to participate in the bidding
              process, the Nelson Debtors will provide Potential
              Bidders reasonable access to their books, records           
              and executives to allow the bidder to conduct due
              diligence prior to the submission of a bid.

   By participating in the Auction, all Potential Bidders are
   deemed to acknowledge that they have had sufficient and
   reasonable access to the Nelson Debtors' books, records and
   executives for the opportunity to conduct due diligence.

B. Bid Documents

   Each Potential Bidder that wishes to be qualified as a
   Qualified Bidder and continue to participate in the bidding
   process must deliver to the Debtors, Thomassen Amcot
   International, LLC, and CSFB:

      (1) A written offer for a sum certain to acquire all or any
          portion of the Nelson Assets;

      (2) Written evidence that an amount equaling 10% of the Bid
          Amount, representing a good faith deposit, has been
          placed in escrow in an account of a mutually acceptable
          third party agent.  The Good Faith Deposit will be
          non-refundable, in the event that the prospective
          purchaser is determined by the Nelson Debtors and CSFB,
          at the Auction to be the successful bidder or the
          second highest Bidder and subject to the jurisdiction
          of the Bankruptcy Court; and

      (3) Evidence reasonably satisfactory to the Nelson Debtors
          and CSFB, demonstrating the Potential Bidder's ability
          to
               (i) close and to consummate the acquisition of the
                   Nelson Assets, and
              (ii) if applicable, provide adequate assurance for
                   the assumption and assignment of the Contracts
                   and Leases pursuant to Section 365 of the
                   Bankruptcy Code, including, if available, the
                   Potential Bidder's audited financial
                   statements, the adequacy of which, the Debtors
                   will determine in consultation with CSFB.

C. Bid Deadline

   Bids must satisfy the Bid Requirements and be actually
   received no later than 5:00 p.m., on August 2, 2004.  On
   August 6, 2004, the Debtors, in consultation with CSFB, will
   determine and will notify the Potential Bidder, whether the
   Potential Bidder has submitted acceptable Bid Documents so
   that the Potential Bidder may be considered a Qualified
   Bidder.

D. Bid Requirements

      (1) Each Qualified Bid must be in the form of the Bid
          Documents;

      (2) Each Qualified Bid must constitute a good faith, bona
          fide offer to acquire all or a portion of the Nelson
          Assets;

      (3) Each Qualified Bid will not be conditioned on any terms
          or conditions, including but not limited to financing,
          regulatory approval, shareholder approval,
          environmental contingencies, and the outcome of due
          diligence by the bidder;

      (4) Each Qualified Bid must remain irrevocable until the
          Closing; and

      (5) As a condition to making a Qualified Bid, any Potential
          Bidder must provide the Debtors and CSFB, on or before
          the Bid Deadline, with sufficient and adequate
          information to demonstrate that the bidder:

             -- has the financial wherewithal and ability to
                consummate the acquisition of their business; and

             -- can provide all non-debtor counterparties to the
                Contracts and Leases with adequate assurance of
                future performance as contemplated by Section
                365, if applicable.

E. Auction and Bidding Increments

   The Nelson Debtors will conduct an auction with respect to all
   or a portion of the Nelson Assets on August 11, 2004, at 10:00
   a.m., at the offices of Kirkland & Ellis, or at a later time
   or other place as the Nelson Debtors will notify all Qualified
   Bidders who have submitted Qualified Bids.

   The Auction may be continued to a later date by the Nelson
   Debtors, in consultation with CSFB, by making an announcement
   at the Auction.  No further notice of any continuance will be
   required to be provided to any party.

   Bidding increments will be set and modified at the Auction, at
   the Nelson Debtors' discretion, in consultation with CSFB.  
   Bidding at the Auction will continue until the time as the
   highest or otherwise best bid is determined.  

   Only the Nelson Debtors, CSFB, Qualified Bidders and their
   professionals will be entitled to attend and be heard at the
   Auction and only Qualified Bidders will be entitled to make
   any subsequent bids at the Auction.

F. Expenses

   Each person submitting a bid will bear its own expenses in
   connection with the Sale of the Nelson Assets, whether or not
   that person is the Successful Bidder or the sale of the Nelson
   Assets is ultimately approved.

G. Winning Bid

   Upon conclusion of the Auction, the Nelson Debtors and CSFB,
   on the Lenders' behalf, will identify the highest and best  
   offer or offers for any combination of any or all of the
   Nelson Assets.  In the event of a disagreement between CSFB
   and the Nelson Debtors with respect to the Winning Bid, CSFB
   may seek a review by the Court at the Sale Hearing of the
   Nelson Debtors' determination of the Winning Bid.

   Within 24 hours after adjournment of the Auction, each
   Successful Bidder will complete and execute all agreements
   contracts, instruments or other documents evidencing and
   containing the terms and conditions on which the Winning Bid
   was made.

   If only one Qualifying Bid is received by the Bid Deadline and
   any modifications to the Asset Purchase Agreement are accepted
   by the Nelson Debtors, the Nelson Debtors will report this
   to the Court at the Sale Approval Hearing, where the Debtors
   will ask the Court to:

      (1) deem the bid as the highest or otherwise the best
          offer for the Nelson Assets; and

      (2) authorize them to proceed to close the Sale, in
          accordance with the Asset Purchase Agreement, as
          promptly as possible.

H. The Sale Approval Hearing will take place on August 18, 2004
   at 2:30 p.m., prevailing Eastern Time.

I. Closing

   Each Successful Bidder will be required to close the
   Transaction, which consummates the sale of the relevant Nelson
   Assets no later than 10 days after the Court approves the
   Sale.

   If a Successful Bidder fails to close the Winning Bid within
   the time limitations and terms set forth in the applicable
   asset purchase agreement, the Successful Bidder will forfeit
   the Good Faith Deposit to, and the Good Faith Deposit will be
   retained irrevocably by, the Nelson Debtors.  The Nelson
   Debtors will also retain the right to seek all other
   appropriate damages from the Successful Bidder.

   In the event of a Purchase Default, at the Nelson Debtors'
   discretion, in consultation with CSFB, the next highest or
   otherwise best Qualifying Bid for the relevant Nelson Assets
   will automatically be deemed to be the Winning Bid for the
   assets, and each bidder submitting the bid will be deemed to
   be a Successful Bidder without the need for additional hearing
   or Court order.  

J. Return of Good Faith Deposit

   The Good Faith Deposit of any Successful Bidder will be
   credited to the price paid for the relevant Nelson Assets.  
   The Good Faith Deposit of any unsuccessful bidders will be
   returned within 15 days after consummation of the Sale or on
   permanent withdrawal by the Nelson Debtors of the proposed
   sale of the Nelson Assets.

The Nelson Debtors reserve the right to reject any bid if they
determine that the Qualified Bid is:

   -- inadequate or insufficient;

   -- not in conformity with the requirement of the Bankruptcy
      Code, any related rules or the terms set forth; or

   -- contrary to the best interests of their estates.

         Notice of Sale, Auction And Bidding Procedures

The Nelson Debtors propose to serve copies of the Sale Motion,
the Bidding Procedures Order, the proposed Sale Approval Order
and all exhibits to the orders by first-class mail, postage
prepaid to:

   (1) the Office of the United States Trustee,

   (2) the attorneys for CSFB, on behalf of the Lenders,

   (3) the attorneys for the Creditors Committee,

   (4) all counterparties to the Contracts and Leases,

   (5) all parties who have made written expressions of interest
       in acquiring the Nelson Assets,

   (6) all known persons holding a lien on any of the Nelson
       Assets,

   (7) the Securities and Exchange Commission,

   (8) all taxing authorities that have jurisdiction over the
       Nelson Assets,

   (9) all Governmental Agencies having jurisdiction over the
       Nelson Assets with respect to any non-bankruptcy
       regulations,

  (10) the Attorney General of the State of Illinois, and

  (11) all other parties that had filed a notice of appearance
       and demand for service of papers in the bankruptcy cases
       under Rule 2002 of the Federal Rules of Bankruptcy
       Procedure as of June 28, 2004.

The Nelson Debtors believe that the notice is sufficient to
provide effective notice of the Bidding Procedures, the Auction
and the proposed Sale to potentially interested parties in a
manner designed to maximize the chance of obtaining the broadest
possible participation in the Sale process while minimizing costs
to the estates.  Accordingly, the Nelson Debtors ask the Court to
deem the notice sufficient under Rules 2002(a)(2), 2002(c)(1) and
6004 of the Federal Rules of Bankruptcy Procedure.  

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.

The company, along with its affiliates, filed for chapter 11
protection (Bankr. S.D.N.Y.  Case No. 03-13024) on May 14, 2003.  
Debtors' counsel are James H.M. Sprayregen, P.C., Matthew A.
Cantor, Esq., and Robbin L. Itkin, Esq. of Kirkland & Ellis. When
the company filed for protection from its creditors, it listed
total assets of $10,310,000,000 and total liabilities of
$9,229,000,000.  (NRG Energy Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OM GROUP: Receives Waivers of Covenant Defaults From Noteholders
----------------------------------------------------------------
OM Group, Inc. (NYSE: OMG) holders of more than 50% in aggregate
principal amount of its outstanding 9.25% Senior Subordinated
Notes due 2011 have furnished waivers of previously announced
covenant defaults under the indenture governing the Notes. The
covenant defaults had resulted from the company's delay in filing
its 2003 Form 10-K and its 2004 first quarter Form 10-Q with the
Securities and Exchange Commission due to an anticipated
restatement of its financial statements for past years.

The waivers cover all covenant defaults under the indenture
relating to delayed SEC filings and extend until October 31, 2004.
The company currently anticipates that the restatement will be
completed and its delayed SEC reports will be filed by October 31,
2004. The company will pay a waiver fee to all holders of Notes as
of the close of business on July 21, 2004 at the rate of $2.50 per
$1,000 of aggregate principal amount of Notes, resulting in a
total fee being paid of $1 million. The waiver fee will be
distributed promptly to the Trustee for subsequent distribution
via The Depository Trust Company.

The company also received waivers from its lenders participating
in its revolving credit facility with respect to the delay in
filing the 2003 Form 10-K and for related matters.

Alvarez & Marsal, Inc. acted as advisors to the company with
respect to the waiver process.

                     About OM Group, Inc.

OM Group is a leading, vertically integrated international
producer and marketer of value-added, metal-based specialty
chemicals and related materials. Headquartered in Cleveland, Ohio,
OM Group operates manufacturing facilities in the Americas,
Europe, Asia, Africa and Australia. For more information, visit
the company's Web site at http://www.omgi.com/


PARMALAT GROUP: Court Approves Farmland & Jade Land Agreements
--------------------------------------------------------------
In Parmalat Group North America's chapter 11 cases, Farmland
Dairies, LLC, and its professionals engaged in numerous
discussions with Jade Land with respect to the renegotiation of
the sale agreement on terms more favorable to Farmland.  In a
stipulation approved by the Court, the parties agree to these
amendments:

   (a) Jade Land waives any and all contingencies and conditions
       in the Sale Agreement which would or may otherwise give
       Jade Land the right to refuse to close the transactions
       contemplated in the Sale Agreement;

   (b) The Purchase Price will be $3,250,000.  However, at
       Closing, Farmland will give Jade Land a $125,000 one-time
       credit towards the amount.  The parties agree that the
       one-time credit will be Farmland's sole and total
       liability under the Sale Agreement.  Jade Land agrees to
       take full responsibility for obtaining the Environmental
       Clearance.  Jade Land will pay any and all costs and
       expenses of any kind or nature associated with the
       Environmental Clearance;

   (c) The Closing will take place not later than August 20,
       2004.

   (d) Farmland will have continued access to the Property
       through September 15, 2004.  The grant of access will
       extend to allow any purchasers and potential purchasers to
       remove fixtures, assets, equipment, and any other surplus
       assets excluded from the sale to Jade Land in the Sale
       Agreement.  Farmland will indemnify and hold Jade Land
       harmless from any and all liability relating to the grant
       of access to the extent not covered by insurance;

   (e) Jade Land will be responsible for disposal of any
       fixtures, assets, equipment, or Surplus Asset not
       otherwise disposed of by Farmland.  Farmland will not be
       responsible or otherwise liable for the removal of the
       property.  By September 15, 2004, Farmland will provide
       Jade Land with a letter providing that any fixtures,
       assets, equipment, or Surplus Assets remaining on the
       Property as of a certain date will be deemed abandoned by
       Farmland;

   (f) Farmland will have no liability for and have no obligation
       to repair any damage to the Property caused by the removal
       of fixtures, assets, equipment, or any other surplus asset
       excluded from the sale to Purchaser in the Sale Agreement;

   (g) Farmland will be responsible for maintaining certain
       limited insurance on the property through the sooner of:

          (i) September 15, 2004; or

         (ii) Farmland's tender of written notice to Jade Land
              that Farmland's access to the Property is no longer
              required;

   (h) The parties will retain in place on a month-to-month basis
       the Lease Agreement dated January 22, 2003, that Farmland
       entered into, as landlord, with the Township of
       Washington, New Jersey, as tenant.  The Lease burdens a
       portion of the purchased Property.  Farmland will assume
       the Lease and assign to Jade Land; and

   (i) Regardless of whether the assumption and assignment of the
       Lease is approved by the Bankruptcy Court, Jade Land will,
       on the Closing Date, by its acquisition of the Property,
       assume from Farmland all of Farmland's rights and
       obligations under the Lease.  Jade Land will indemnify and
       hold Farmland harmless from any and all liability relating
       to the Lease for all periods subsequent to the Closing
       Date.

The Debtors will assume the Sale Agreement.

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)   


PAUL MAURICIO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Paul Mauricio and Sons, Inc.
        1820 Broadway
        San Antonio, Texas 78215

Bankruptcy Case No.: 04-54232

Type of Business: The Debtor provides laundry, dry cleaning and
                  alteration of clothing.

Chapter 11 Petition Date: July 22, 2004

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

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

Total Assets: $0

Total Debts:  $1,435,806

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Army and Air Force Exchange   Services                  $111,221

Gulf Laundry Supply           Services                   $33,039

Northwest Petroleum, Inc.     Rent                        $6,000

Ron Ray                       Rent                        $5,800

RST Real Estate, LLC          Rent                        $5,487

Richard Gomez/Robert Turner   Rent                        $5,250

Jim Gaines                    Rent                        $4,860

Alamo Wurzbach Storage        Rent                        $3,416

Bud Bhakta                    Rent                        $3,010

Redondo Place Shopping        Rent                        $2,484
Center

Holliday Interests - Ventura  Rent                        $2,400

Jesse Gibson (Sandrita's)     Rent                        $1,400

Hoenig Family Partnership     Rent                        $1,400

The Jamar Living Trust        Rent                        $1,250

Puget of Texas                Rent                        $1,225

Puget of Texas                Rent                        $1,158

Arizpe Properties             Rent                        $1,075

American West                                             $1,072

Perry D. Stein                Lease                           $0

Nora Patricia Castro          Lawsuit                         $0


PENTHOUSE INT'L: Completes $2 Mil. Private Placement with Mercator
------------------------------------------------------------------
Penthouse International (Pink Sheets:PHSL), a diversified holding
company with operating subsidiaries in adult entertainment and
real estate, has closed a $2.75 million private placement of
convertible preferred stock to Mercator Advisory Group, LLC,
through its designated funds, Monarch Pointe Fund, Ltd., Mercator
Momentum Fund, LP and Mercator Momentum Fund III, LP, each
accredited investors.

Penthouse issued 27,500 shares of newly created Series E
convertible preferred stock at a price of $100 per preferred
share. Penthouse is using the net proceeds for investment
purposes. Penthouse also issued three-year warrants to Mercator
Advisory Group and its designated funds.

Mercator and Penthouse completed the first round of financing in
March 2004 with proceeds of $4.0 million.

"Mercator assisted Penthouse's acquisition of iBill," said Claude
Bertin. "We have lived with one another for almost two quarters
and are pleased that Mercator's evaluation resulted in another
round of capital for Penthouse."

Harry Aharonian, Portfolio Manager for the Mercator Advisory Group
stated, "We believe in our Penthouse investment and, accordingly,
we were prepared to provide additional growth capital."

                About Mercator Advisory Group, LLC

Mercator Advisory Group, through its designated managed equity
funds, specializes in direct equity investments in public
companies. Our strategy is to make investments into small to mid
cap companies that show strong potential for near and long-term
appreciation. MAG incorporates strict selection criteria for our
portfolio companies including a company's liquidity, fundamental
analysis within its own space and the ability of the company's
management to show a path toward growth.

                       About Penthouse  

Penthouse -- whose September 30, 2003, balance sheet shows a total  
shareholders' equity deficit of about $70 million -- is an  
entertainment company with concentrations in publishing,  
licensing, digital commerce and real estate. Historically,  
Penthouse revenues have been derived principally from the  
PENTHOUSE(TM) related publishing business that was founded in 1965  
by Robert C. Guccione and is currently conducted by General Media  
and its subsidiaries. The PENTHOUSE brand is one of the most  
recognized consumer brands in the world and is widely identified  
with premium entertainment for adult audiences. General Media  
caters to men's interests through various trademarked  
publications, movies, the Internet, location-based live  
entertainment clubs and consumer product licenses. General Media  
also licenses the PENTHOUSE trademarks to third parties worldwide  
in exchange for recurring royalty payments. In March, 2004,  
Penthouse acquired iBill. iBill owns proprietary software systems  
that manages from end-to-end the sale of online subscriptions and  
other downloadable products (memberships; music; ring tones;  
games; other software). The iBill user base consists of  
approximately 27.0 million consumers in the United States and  
approximately 38 other countries.

iBill offers services to consumers and small businesses through
two divisions. In its business services operations, iBill is a
leading provider of financial application services, offering
Customer Relationship Management software that enables small and
medium-sized businesses to easily and securely manage and share
mission critical financial information over the Internet. iBill
provides on-demand CRM systems to more than 3,000 direct and
14,000 indirect small business clients in sixteen different
languages and multiple currencies.

In its consumer services operations, iBill sells online
subscriptions and access to other downloadable to consumers and
enables them to use the convenience of a credit, debit card or
electronic check to pay for restricted access to various online
content and services and to access these services through a
unique, secure iBill username and password. iBill services several
growing online categories, including music, dating sites, sporting
sites and multiplayer games, in addition to adult entertainment.
These categories are experiencing significant growth due to the
increase in paid subscriptions. iBill's user base consists of
approximately 27.0 million consumers in the U.S. and in 37 other
countries.


PHOTOWORKS: Records $1.1 Million Stockholders' Deficit at June 26
-----------------------------------------------------------------
PhotoWorks(R), Inc. (OTCBB:FOTO), a leading provider of digital
and film photography services, reported results for its fiscal
third quarter ending June 26, 2004. The Company added to its
technical and marketing leadership team and invested in technology
infrastructure and new website and product development. Cost
containment initiatives have contributed to a significant
reduction in net losses for the first three quarters of fiscal
2004 as compared to the net losses of the prior year period.

Net revenues for the third quarter were $4,690,000, compared to
$6,987,000 for the third quarter of fiscal 2003. The Company
reported a net loss of $957,000 for the third quarter compared to
a net loss of $2,205,000 in the third quarter of fiscal 2003. The
2003 net loss included a charge of $1,600,000 in the third quarter
to record a penalty assessment.

Net revenues for the nine months ended June 26, 2004, were
$14,998,000 compared to $21,840,000 for the comparable period of
fiscal 2003 due to a continued decline in traditional film
processing offset partially by an increase in digital photo
services of 15.2 percent compared to the prior year. The Company
reported a net loss of $1,887,000 for the nine months ended June
26, 2004, compared to a net loss of $4,703,000 for the first nine
months of fiscal 2003. The 2004 net loss included the benefit of a
gain of $738,000 in the second quarter from the settlement of a
dispute with a vendor.

                     New, World-Class Team

PhotoWorks boosted its leadership ranks during its third quarter.
Most recently, Tom Kelley, former general manager of RealNetworks
consumer marketing, became PhotoWorks' Vice President and Chief
Marketing Officer. Mr. Kelley brings experienced business
development leadership and emarketing capabilities to drive the
company's growth. The PhotoAccess technology development team
joined PhotoWorks, with Jerry Barber becoming Vice President and
General Manager of PhotoWorks Digital Imaging and Dan Zimmerman
taking on the role of Associate Vice President of Engineering and
Product Development. Mark Kalow was appointed to the board of
directors and brings over 25 years experience in senior leadership
positions spanning the digital imaging industry, finance and
strategic investing.

               Technology and Marketing Investments

"We now have world-class leadership in technology and marketing;
the team has shown great ability to engage and jump start the
rebuilding of our technology infrastructure, image archival
system, information systems, and upgrading our marketing
capabilities," said Philippe Sanchez, President and CEO,
PhotoWorks. "Our investments in these key areas support the
execution of the business plan announced nine months ago. What's
more, during the quarter, PhotoWorks has continued to reduce its
operating costs and maintain its cash position," Mr. Sanchez said.

                     Revitalization Plan

Over the past nine months, PhotoWorks has aggressively initiated
corporate-wide programs to stabilize the company and establish
digital photo service core competencies. As part of its turnaround
program, the company is validating its business model, building
its leadership team, developing a scalable digital infrastructure
and expanding its product line.

                     About PhotoWorks(R)

Formerly Seattle FilmWorks, PhotoWorks(R) -- whose June 26, 2004
balance sheet showed a stockholders' deficit of $1,199,000 -- has
been delivering high-quality photographs to customers for 25
years. The Company is dedicated to providing innovative and
inspiring ways for people to create, share and preserve their
memories. Every day, digital and film photographers come to
www.photoworks.com to upload, enhance and print their best
photographic memories, simply and conveniently. The Company, which
offers a 100% satisfaction guarantee, has been awarded an
"Outstanding" rating by the Enderle Group technology analysis
firm. Based in Seattle, PhotoWorks is publicly traded
(OTCBB:FOTO). More information about PhotoWorks is available at
http://www.photoworks.com/or by e-mailing  
customercare@photoworks.com


POTOMAC EDISON CO: S&P Downgrades Bond Ratings to BB from BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services has updated its analysis of
U.S. utility first mortgage bonds in response to changes in the
industry. As a result of the revised methodology, Standard &
Poor's downgrades Potomac Edison Co.'s bond ratings to BB from
BB-.

Before 1997, a utility's first mortgage bond rating was solely
determined by the corporate credit rating. In 1997, Standard &
Poor's incorporated a more rigorous analysis of ultimate recovery
potential to supplement the analysis of default risk for first
mortgage bonds.

"The incorporation of ultimate recovery is particularly important
for electric, gas, and water utility first mortgage bond ratings.
If, in Standard & Poor's analytical conclusion, full recovery of
principal can be anticipated in a post-default scenario, an
issue's rating may be notched above the CCR or default rating,"
said Standard & Poor's credit analyst Jeffrey Wolinsky.

Developments in the industry since 1997 have caused Standard &
Poor's to revise the method used to determine collateral value.

Standard & Poor's assigned recovery ratings to all utility
first mortgage bonds. Recovery ratings, first introduced for
industrial and utility issuers in December 2003, focus solely on
the likelihood of loss and recovery in the event of default or
bankruptcy. First mortgage bonds have a strong record of investor
protection because, historically, the underlying assets that
secure them have not been subject to liquidation in bankruptcy and
the bonds have not defaulted, even when the company is in
bankruptcy. The recovery ratings assigned to first mortgage
bonds reflect this strong record, with every first mortgage bond
assigned one of the two highest recovery ratings of either '1+' or
'1'.

Standard & Poor's published on July 22, 2004, a commentary article
that discusses utilities' first mortgage bonds, the revised
methodology, and the new recovery ratings in greater detail.


PREFERRED RIVERWALK: Court Dismisses Chapter 11 Bankruptcy Case
---------------------------------------------------------------
The Honorable Lief M. Clark has dismissed Preferred Riverwalk,
L.P.'s Chapter 11 bankruptcy case.  

LaSalle National Bank as Trustee for the registered holders of DLJ
Mortgage Acceptance Corp., Commercial Mortgage Pass-Through
Certificates, Series 1997-CF2, a secured creditor of Preferred
Riverwalk, L.P., moved the Court to dismiss the Debtor's case.

Monica Blacker, Esq., at Andrews & Kurth LLP successfully argued
that "the instant filing was an ultra vires act."  A debtor, Ms.
Blacker told the court, must have proper authority to file a
bankruptcy petition, act in good faith, and be able to confirm a
plan, or its case should be dismissed.  Preferred Riverwalk didn't
satisfy any of these requirements.

Ms. Blacker tells the Court that both the filing and the purported
authorization for the filing violated the Corporation's
Certificate of Incorporation and Bylaws, as well as the Debtor's
Certification of Limited Partnership and Agreement of Limited
Partnership.  The Corporation's Certificate of Incorporation and
Bylaws contain specific provisions that limit its ability to
authorize the Debtor to file a bankruptcy petition.  Like the
Corporation, the Debtor acted in direct contravention of
prohibitions in its Certificate of Limited Partnership and
Agreement of Limited Partnership when it filed its bankruptcy
petition.  The Debtor failed to obtain the appropriate approval of
its general partner.  It also disregarded critical notices and
opinions that its Certificate and Agreement of Limited Partnership
required to be served on the Trust.

Headquartered in San Antonio, Texas, Preferred Riverwalk, L.P.,
doing business as Sheraton Four Points, filed for chapter 11
protection on May 4, 2004 (Bankr. W.D. Tex. Case No. 04-52666).  
Keith M. Baker, Esq., represent 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.


PRUDENTIAL ASSURANCE COMPANY: Section 304 Petition Summary
----------------------------------------------------------
Petitioner: Omni Whittington Insurance Services Limited, as
            Foreign Representative of the Debtors

Lead Debtor: Prudential Assurance Company Limited
             142 Holborn Bars
             London EC1N 2NH

Case No.: 04-14884

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Pearl Assurance plc                        04-14885
      Elders Insurance Company Limited           04-14886
      Hiscox Insurance Company Limited           04-14887
      World Marine & General Insurance plc       04-14888

Type of Business: The Debtor is an insurance company authorized
                  to carry on general business within the
                  meaning of the U.K. Financial Services and
                  Markets Act of 2000, having been previously
                  authorized to do so within the meaning of the
                  repealed U.K. Insurance Companies Act of
                  1982.  See http://www.prudential.co.uk/

Section 304 Petition Date: July 22, 2004

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Petitioner's Counsel: Dina Gielchinsky, Esq.
                      Lovells
                      900 Third Avenue, 16 Floor
                      New York, NY 10022
                      Tel: 212-909-0600
                      Fax: 212-909 0666

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


PSS WORLD: Settles SourceOne Healthcare Claim for $6 Million
------------------------------------------------------------
PSS World Medical, Inc. (NASDAQ/NM: PSSI) has settled, through
arbitration, a claim from SourceOne Healthcare Technologies,
buyers of the Company's former Imaging Business, which was
divested in November 2002. SourceOne Healthcare Technologies'
initial claim was for a purchase price adjustment of
$32.3 million, based on an accounting of the net assets of the
business as of the closing date. The claim was later reduced to
$28.2 million. The final arbitration settlement will result in a
$1.7 million charge to discontinued operations in the Company's
first quarter of fiscal year 2005 and a cash payment to SourceOne
Healthcare Technologies of $4.3 million.

PSS World Medical, Inc. is a specialty marketer and distributor of
medical products to physicians and elder care providers through
its two business units. Since its inception in 1983, PSS has
become a leader in the two market segments that it serves with a
focused market approach to customer services, a consultative sales
force, strategic acquisitions, strong arrangements with product
manufacturers and a unique culture of performance.

                           *   *   *

As reported in the Troubled Company Reporter's March 4, 2004
edition, Standard & Poor's Ratings Services assigned its 'B' debt
rating to PSS World Medical Inc.'s proposed $150 million
convertible senior unsecured notes, maturing in 2024. At the same
time, Standard & Poor's affirmed its 'BB-' corporate credit rating
on the company. Proceeds from the new notes will be used to reduce
the balance outstanding on the company's current credit facility
and will also be used for up to $35 million in share repurchases.

The outlook is positive.

"The speculative-grade ratings on PSS World Medical Inc. reflect
Standard & Poor's concerns about the company's ability to extend
operating improvements, following earlier operating difficulties,
and bolster its niche position in important medical supply
distribution markets," said Standard & Poor's credit analyst
Jordan C. Grant.


RADIOLOGIX: Schedules 2nd Quarter Conference Call on August 5
-------------------------------------------------------------
In connection with Radiologix's (Amex: RGX) upcoming second
quarter 2004 results release, Radiologix invites stockholders to
listen to its conference call with Stephen D. Linehan, president
and C.E.O., Sami S. Abbasi, executive vice president and C.O.O.
and Richard J. Sabolik, senior vice president and C.F.O.  The
conference call will be broadcast live over the Internet on
Thursday, August 5, 2004, at 8:00 a.m. CT, 9:00 a.m. ET at
http://www.radiologix.com/

If stockholders are unable to participate during the live Webcast,
the call will be archived on Radiologix's Web site,
http://www.radiologix.com/To access the replay, from the  
"Investor Relations" drop-down menu, click on "Conference Calls &
Presentations."

                        About Radiologix

Radiologix -- http://www.radiologix.com/-- is a leading national  
provider of diagnostic imaging services, owning and operating
multi-modality diagnostic imaging centers that use advanced
imaging technologies such as positron emission tomography,
magnetic resonance imaging, computed tomography and nuclear
medicine, as well as x-ray, general radiography, mammography,
ultrasound and fluoroscopy.  The diagnostic images created, and
the radiology reports based on these images, enable more accurate
diagnosis and more efficient management of illness for ordering
physicians.  Radiologix owned or operated 96 diagnostic imaging
centers located in 14 states as of May 7, 2004.

                           *     *     *

As reported in the Troubled Company Reporter's February 9, 2004
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit and 'B' senior unsecured debt ratings on
Radiologix Inc., but revised the diagnostic imaging provider's
outlook to negative from stable.

"The outlook revision indicates that Standard & Poor's could lower
the ratings if competitive factors continue to depress scan
volumes in key markets, and erode the company's cash flow and
financial insulation to levels inconsistent with the current
rating," said Standard & Poor's credit analyst Jill Unferth.


RAVENSWOOD APARTMENTS: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ravenswood Apartments, Ltd.
        1433 East McMillan Street
        Cincinnati, Ohio 45206

Bankruptcy Case No.: 04-15832

Type of Business: The Debtor operates apartment buildings.

Chapter 11 Petition Date: July 22, 2004

Court: Southern District of Ohio (Cincinnati)

Debtor's Counsel: John J. Schmidt, Esq.
                  Dinsmore and Shohl
                  1900 Chemed Center
                  255 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: 513-977-8200
                  Fax: 513-977-8141

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
American Refinishing Inc.     Trade debt                    $730

CA Eckstein                   Trade debt                  $1,103

Century Maintenance Supply    Trade debt                    $592

Cincinnati Coin Laundry       Trade debt                  $2,292

Clermont Window Cleaning      Trade debt                    $169

FYR-FYTER Inc.                Trade debt                    $623

Gary Verleye & Associates     Trade debt                  $1,275

HPC Publications              Trade debt                    $730

Hyde Park Painting &          Trade debt                  $1,160
Carpentry, Inc.

JAXX Professional Finishes    Trade debt                  $1,730

Joe Gardner Paint &           Trade debt                  $5,450
Decorator's

Max Hofmeyer & Sons, Inc.     Trade debt                  $4,869

Midwest Glass                 Trade debt                  $4,313

PRN Construction              Trade debt                  $1,012

Paradrome Square              Trade debt                 $22,498

Roger Schweitzer & Sons Inc.  Trade debt                  $3,490

Royal Finish Inc.             Trade debt                    $205

Sheraton Tile Inc.            Trade debt                  $1,994

Tru-Green Chemlawn            Trade debt                    $214

West Sider Pest Control       Trade debt                    $193


REVLON INC: Redeems Remaining 12% Senior Secured Notes Due 2005
---------------------------------------------------------------
Revlon, Inc. (NYSE: REV) and its wholly-owned subsidiary, Revlon
Consumer Products Corporation, together reported, in connection
with its previously announced debt refinancing, the consummation
of the Company's tender offer for any and all of RCPC's 12% Senior
Secured Notes due 2005. The Company's refinancing transactions
extended the maturity of much of the Company's debt that would
have otherwise matured in 2005, further strengthened the Company's
balance sheet and represents another important step to creating
long-term value.

The debt refinancing featured a new $960 million credit facility
from Citicorp USA, Inc. and Citigroup Global Markets Inc. and a
syndicate of lenders and RCPC's repurchase of approximately $299
million aggregate principal amount of the 12% Notes pursuant to
its successful tender offer and consent solicitation with respect
to the 12% Notes, which expired at 5:00 pm on July 21, 2004. On
July 22, 2004, RCPC repurchased approximately $0.4 million
aggregate principal amount of the 12% Notes, the amount of such
notes tendered following the July 9, 2004 initial settlement
through expiration of the tender offer.

In connection with the expiration of the tender offer, the Company
also announced that on August 23, 2004 RCPC will redeem all of the
$64.5 million aggregate principal amount of its 12% Notes (CUSIP
No. 761519AT4) that remain outstanding following the July 21, 2004
expiration of the tender offer at a redemption price calculated in
accordance with the indenture governing the 12% Notes and as set
forth in the notice of redemption.

Copies of the notice of redemption will be mailed to all record
holders by Wilmington Trust Company, the trustee under the
indenture governing the 12% Notes, Rodney Square North, 1100 N.
Market Street, Wilmington, DE 19890.

                         About Revlon  
  
Revlon is a worldwide cosmetics, fragrance, and personal care  
products company. The Company's vision is to deliver the promise  
of beauty through creating and developing the most consumer  
preferred brands. Websites featuring current product and  
promotional information can be reached at http://www.revlon.com  
and http://www.almay.comCorporate investor relations information   
can be accessed at http://www.revloninc.com   
  
At March 31, 2004, Revlon Inc.'s consolidated balance sheet shows  
a stockholders' deficit of $956.4 million compared to a deficit of  
$1.72 billion at December 31, 2003.


RCN CORP: Court Authorizes Debtors to Implement Retention Plan
--------------------------------------------------------------
In RCN Corp.'s chapter 11 cases, on behalf of Wells Fargo &
Company and Vulcan Ventures, Inc., Peter S. Goodman, Esq., at
Andrews Kurth, LLP, in New York, argues that the Debtors' request
to implement a key employee retention plan contains nothing but
blanket assertions that the plan is warranted.  The Debtors failed
to establish that in approving the Bonus Plan, the Board of
Directors acted on an informed basis.  The Debtors merely
indicated that the Board met twice before the Petition Date --
once to approve the Bonus Plan and once to modify it.  The Debtors
never mentioned the substance of any discussions the Board
conducted in considering the Bonus Plan or structuring its terms.

The Debtors also failed to set forth a good business reason for
implanting the Bonus Plan.  Rather, the Plan appears to induce
senior management to merely remain employed rather than motivate
the executives to maximize the value of the Debtors' estates for
the benefit of all shareholders.  A total of 75% of the CEO's and
Tier 1 and 2 participants' retention bonuses will be received
simply so long as those employees remain with the company on the
Second Payment Date.  By motivating survival, instead of job
performance, the Bonus Plan runs counter to the goals of the
Debtors' reorganization, which is to provide maximum value to all
constituencies.  In addition, the Debtors failed to establish
that absent the Bonus Plan, their senior employees would
immediately leave.

The Debtors also did not justify the payment of severance
benefits to their CEO equal to his base salary if his employment
with the Debtors terminates for virtually any reason between
May 10, 2004 and six months following the Second Payment Date.  
The Debtors' request is wholly devoid of explanations as to why
CEO's benefits are reasonable or what information the Board
considered in evaluating the propriety of offering the severance
benefits to the CEO.

Wells Fargo and Vulcan Ventures ask the Court to deny the
Debtors' request.

                         Debtors Respond

"[Wells Fargo and Vulcan Ventures] do not offer any evidence, or
even allege that the [Plan] is unreasonable or excessive," Jay M.
Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in
New York, contends.  "Rather, [Wells Fargo and Vulcan Ventures]
simply query whether the Debtors have presented a sufficient
record to enable the Debtors to take advantage of the business
judgment presumption."

Mr. Goffman asserts that the Plan must be approved because the
Plan was:

   (a) approved by an informed board of directors, acting in good
       faith;

   (b) negotiated at arm's-length with the Noteholders' Committee
       and the Senior Lenders; and

   (c) supported by a sound business justification.

Mr. Goffman tells the Court that, in October 2003, the Debtors
began preliminary discussions with the Noteholders' Committee and
the Senior Lenders concerning a possible restructuring.  In light
of these discussions, the Debtors determined that an employee
retention program would be essential to their restructuring
efforts, as the ability to consummate any restructuring would be
predicated on retaining key personnel at least through the
consummation of the restructuring.  The Debtors feared that, in
the absence of a customary retention program, key employees would
spend a considerable amount of their time and energies seeking
alternate employment, rather than focusing on the restructuring
efforts.

The Initial Plan was ratified in concept by the Board in January
2004, with the understanding that further negotiations would take
place with the Senior Lenders and the Noteholders' Committee.  
The Board had been informed by the Vice President of Employee
Services and the General Counsel that retention programs for
other similar companies had been considered in formulating the
Plan's terms.

During January and February, 2004, the Debtors conducted
negotiations with the Senior Lenders and the Noteholders'
Committee regarding the terms of the Initial Plan to arrive at an
economical yet effective retention plan that would ensure the
continued participation and motivation of key personnel in
connection with the Debtors' restructuring efforts.  The Senior
Lenders and Noteholders' Committee suggested modifications to the
Initial Plan.

The Board met again in February 2004 to consider the Plan and the
proposed Modifications.  After a detailed presentation of
relevant facts, the Board approved the Plan, as modified.

The discussions did not stop there.  The Board met again in May
2004 to consider and approve additional inputs from the
Noteholders' Committee.

Mr. Goffman also argues that the CEO's severance benefits are
justified.  The benefits were necessary to retain the CEO through
the difficult restructuring period.  Mr. Goffman notes that, in
exchange for participation in the Plan, the CEO agreed to:

      (i) reduce his severance from the 2-year salary obligation
          currently in place to the proposed 1-year obligation
          under the Plan; and

     (ii) waive his claims under the Chairman's Plan, which
          claims arguably could equal $2.5 million.

Moreover, the Plan contains a performance component.  Mr. Goffman
points out that 25% of the retention bonus payment for the key
senior leadership employees is predicated on performance.

                          *     *     *

Judge Drain overrules Wells Fargo and Vulcan Ventures' objection
and authorizes the Debtors to implement the Retention Plan.  Judge
Drain finds that the Debtors have exercised reasoned business
judgment.

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)    


REMOTE DYNAMICS: Posts $14.7 Mil Stockholders' Deficit at May 31
----------------------------------------------------------------
Remote Dynamics, Inc. (Nasdaq:REDI), a leading provider of
telematics-based management solutions for commercial fleets,
reports its financial results for the third quarter and nine
months of fiscal 2004 ended May 31, 2004.

Total revenues were $5.3 million for the third quarter of fiscal
2004, compared with total revenues of $10.9 million for the third
quarter of fiscal 2003 ended May 31, 2003.  The company reported a
net loss of $1.0 million, excluding a $28.8 million impairment
loss associated with the write down of an intangible license right
and reorganization costs of $1.8 million for the fiscal 2004 third
quarter, compared with a net loss of $3.2 million for the
comparable period a year ago.  Net loss for the third quarter of
2004, including the impairment loss and reorganization costs, was
$31.6 million.  There were 9.7 million weighted average shares
outstanding for both periods following a 5-for-1 reverse stock
split that was effective Dec. 3, 2003.

For the first nine months of fiscal 2004, total revenues were
$18.1 million, compared with total revenues of $36.6 million for
the 2003 nine months.  The company reported a net loss of
$5.3 million, excluding a $28.8 million impairment loss associated
with the write down of an intangible license right and
reorganization costs of $2.2 million for the fiscal 2004 nine
months, compared with a net loss of $12.1 million for the
comparable period a year ago.  Net loss for the fiscal nine months
of 2004, including the impairment loss and reorganization costs,
was $36.3 million.

The Company posted a stockholders' deficit of $14,693,000 at
May 31, 2004 compared to a stockholders' equity of $19,490,000 at
August 31, 2003.

"The third quarter 2004 financial results reflect actions taken to
reduce the company's operating cost structure in order to bring
the company to a cash flow neutral operating position," said
Dennis Casey, president and chief executive officer. "One of the
key actions was a significant temporary reduction in our sales and
marketing personnel for the Vehicle Management Information (TM)
product line."

"Company service and equipment revenues have also been
significantly impacted by the March 2002 sale of our long-haul
trucking assets and the anticipated migration of a large number of
those lower-margin customers to other carrier networks from our
NSC System network," added Casey. "However, ending our involvement
with long-haul trucking has been a strategic move that we believe
will be in the best long-term interests of Remote Dynamics."

The company will reflect the financial impact of its recently
completed restructuring in the fourth quarter financial results.
As a result of the company's emergence from bankruptcy on
July 2, 2004 and the resulting completion of the conversion of
prepetition debt to common stock under the plan of reorganization,
as well as the application of fresh start accounting, the company
currently estimates that it will have a positive stockholders'
equity balance in the range of $8 million to $12 million.

The $28.8 million impairment loss is associated with the write
down of the company's intangible license right to the VMI
technology.  The company determined that in order to take
advantage of the large and promising market for mobile resource
management in a recurring revenue business model, a web-based and
service bureau based product using wireless data-only
communication such as GPRS is required.  The company has been
actively developing mobile resource management solutions that will
take advantage of the company's existing high-capacity network
service center as well as the company's extensive experience in
the AVL marketplace.  The company believes that the new hardware
and software technology will further allow for substantial savings
to its customers as well as provide a competitive advantage to the
marketplace.

"We believe the decisions made to restructure the company's
balance sheet and move to new technology, developed and controlled
by our company, will dramatically improve our financial results
prospectively and provide the company with the technological
flexibility to respond quickly to changes in the marketplace,"
said Dennis Casey, president and chief executive officer of Remote
Dynamics, Inc.  "We currently plan to launch our new technology
platform in the first calendar quarter of 2005."

              Fiscal 2004 Third Quarter Highlights

   -- The company substantially consummated its plan of
      reorganization on July 14, 2004, five months after its
      filing for chapter 11.

   -- The company successfully maintained its NASDAQ listing
      throughout the chapter 11 process and retained its listing
      post-emergence.

   -- The company completed development and testing of a GPRS-
      based unit designed for large-scale customer implementations
      such as SBC Communications.

   -- The company is developing new web and service bureau-based
      mobile resource management products that it believes will
      begin beta testing in the fourth calendar quarter of 2004 0
      and will be commercially launched in the first calendar
      quarter of 2005.

   -- The company successfully extended its contract with Aether
      Systems beyond the January 30, 2005 contract term to provide
      NSC services.  The contract has been extended to April 30,
      2005 and continues thereafter on a month-to-month basis.  
      The contract may be terminated by either party upon 60 days
      written notice.

   -- The company's gross margin improved to 54.0 percent in the
      2004 third quarter, compared with 42.1 percent in the 2003
      third quarter, primarily due to a decrease in ratable
      revenue and costs recognized on low-margin network
      subscriber units (long-haul customers) due to the expected
      churn.

   -- Excluding the impairment loss, operating expense categories
      were down 46 percent in the third quarter from a year ago
      as the company reduced costs by a total of $3.4 million.

                   About Remote Dynamics, Inc.

Remote Dynamics, Inc. -- http://remotedynamics.com/-- markets,  
sells and supports state-of-the-art fleet management solutions
that contributes to higher customer revenues and improved operator
efficiency.  Combining the technologies of the global positioning
system (GPS) and wireless vehicle telematics, the company's
solutions improve the productivity of mobile workers by providing
real time position reports, route information and exception based
reporting designed to highlight mobile workforce inefficiencies.
Based in Richardson, Texas, the company also markets, sells and
supports a customized, GPS-based fleet management solutions for
large fleets like SBC Communications, Inc., which has
approximately 31,000 installed vehicles now in operation.


RESI FINANCE: S&P Raises Low-B Ratings on 3 Classes
---------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes from RESI Finance Limited Partnership 2002-A and on nine
classes from RESI Finance Limited Partnership 2003-A real estate
synthetic investment securities series. In addition, ratings on
two classes from series 2002-A are affirmed.

The raised ratings reflect the series' superior performance and
increased percentages of loss protection provided through
remaining credit support. Since the most subordinate class, B12,
will not receive any principal allocations for as long as the
amounts of all other class B interests have not been reduced to
zero, the remaining percentage of credit enhancement should
increase over time. Significant prepayments have lowered the
current balances of series 2002-A and 2003-A to 6% and 29%,
respectively, of their original pool balances, which have resulted
in increased percentages of loss protection provided through the
remaining credit support.

These series have experienced minimal delinquency levels and no
realized losses. The remaining credit support should be sufficient
to support the certificates at their new rating levels and to
affirm the remaining ratings.

These transactions are real estate synthetic investments, a
synthetic securitization of jumbo, A quality, fixed-rate, first-
lien residential mortgage loans. Unlike traditional mortgage-
backed securitizations, the actual cash flow from the reference
portfolio is not paid to the holders of the securities. Rather,
the proceeds from the issuance of the securities are invested in
eligible investments. Interest payable to the security holders is
paid from income earned on the eligible investments and payments
from the Bank of America under a financial guarantee contract.
   
                         Ratings Raised
   
               RESI Finance Limited Partnership
          Real estate synthetic investment securities
                             Rating
               Series   Class   To          From
               ------   -----   --          ----
               2002-A   B5      AAA         AA+
               2002-A   B6      AAA         AA
               2002-A   B7      AAA         A+
               2002-A   B8      AAA         A
               2002-A   B9      AA+         A-
               2002-A   B10     AA          BBB+
               2002-A   B11     A           BBB
               2003-A   B3      AA          AA-
               2003-A   B4      AA-         A+
               2003-A   B5      A           A-
               2003-A   B6      A-          BBB+
               2003-A   B7      BBB+        BBB-
               2003-A   B8      BBB         BB+
               2003-A   B9      BB          BB-
               2003-A   B10     BB-         B+
               2003-A   B11     B           B-
   
                         Ratings Affirmed
   
               RESI Finance Limited Partnership
          Real Estate Synthetic Investment securities
   
                    Series   Class    Rating
                    ------   -----    ------
                    2002-A   B3       AAA
                    2002-A   B4       AAA


RUSSEL METALS: Announces 2nd Quarter Earnings Of $1.03 Per Share
----------------------------------------------------------------
Russel Metals Inc. reported second quarter 2004 net earnings of
$50.4 million, or $1.03 per share compared to the second quarter
2003 net earnings of $3.5 million or $0.08 per share. The second
quarter results included a pre-tax charge of $1.9 million related
to the final redemption of the 10% Senior Notes. The quarter also
included a pre-tax charge of $0.5 million for restructuring and a
$0.9 million loss from discontinued operations, net of tax. The
earnings per share excluding these charges was $1.08.

Net earnings for the six months ended June 30, 2004 were
$75.7 million or $1.58 per share, which was significantly above
the six months ended June 30, 2003 net earnings of $7.1 million or
earnings per share of $0.16.

The 2004 first half results include a pre-tax charge of $13.2
million related to the redemption of long-term debt, $1.4 million
for restructuring and $1.0 million, net of tax, related to
previously discontinued operations. The earnings per share,
without these charges, was $1.82 for the six months ended June
30, 2004.

Revenue for the second quarter 2004 was $597 million up 16% from
the first quarter 2004 and 76% from the second quarter of 2003.
Revenue for the second quarter of 2003 was $340 million, and
excludes Acier Leroux, which was acquired in the third quarter of
2003.

Revenue for the first half of 2004 was $1,113 million up 57% from
$707 million in the same period of 2003. Although the successful
integration of Acier Leroux and Russel Metals makes a same store
analysis difficult, a substantial portion of the quarter and six
months 2004 revenue increase is attributable to the acquisition
of Acier Leroux. Revenue in Quebec, where a majority of the Acier
Leroux facilities are located, increased by 278% to $208.1
million in the first half.

Bud Siegel, President and C.E.O. stated, "The positive momentum
generated in the first quarter continued into the second quarter
with all business segments experiencing stronger results. The
healthy customer demand levels that began late in the first
quarter of 2004 continued in the second quarter. Management's
ongoing focus has been on ensuring adequate supply of product
optimizing inventory levels. To date, we have been able to
balance both and while inventory levels have increased in
absolute dollars, our service center inventory levels, in tons,
have decreased since year-end. The Russel Metals service center
inventory turns were 5.0 for the second quarter."

Mr. Siegel continued, "We have reaped the short-term benefits
associated with higher steel prices, but what sets Russel Metals
apart is the Company is positioned for stronger long-term
performance. The three major acquisitions completed over the last
three years, the $25 million capital expenditure for a new
cut-to-length facility in Ontario, and the recapitalization of
the balance sheet during the first half of 2004 were strategic
decisions that will increase our profitability over the cycle and
provide the flexibility and capital structure necessary to react
to business conditions and opportunities presented by the steel
sector."

The Board of Directors approved a 50% increase in the quarterly
dividend to $0.15 per common share payable September 15, 2004 to
shareholders of record as of August 6, 2004.

Brian Hedges, Executive Vice President and CFO stated, "The
dividend increase reflects our confidence in the earnings levels
and strong cash generated from operations. The second quarter
generated positive cash from operating activities of $34.7
million despite a $44.1 million increase in inventory, which was
very positive. Consequently our debt to equity ratio continued to
improve from 1.1 at December 31, 2003 to 0.6 at June 30, 2004."

The Company will be holding an Investor Conference Call on
Friday, July 23, 2004 at 9:00 a.m. ET to review its second
quarter results for 2004. The dial in telephone number for the
call is 1-800-818-6210.

For those unable to participate in the conference call, it will
be recorded and available for listening at 1-800-558-5253 until
midnight, July 30. You will be required to enter reservation
number 21164259 in order to access the call.

Additional supplemental financial information is available in our
investor conference call package located on our website at
http://www.russelmetals.com/  

Russel Metals is one of the largest metals distribution companies
in North America. It carries on business in three metals
distribution segments: service center, energy tubular products
and import/export, under various names including Russel Metals,
A.J. Forsyth, Acier Leroux, Acier Loubier, Acier Richler,
Armabec, Arrow Steel Processors, B&T Steel, Baldwin
International, Comco Pipe and Supply, Drummond McCall, Ennisteel,
Fedmet Tubulars, Leroux Steel, McCabe Steel, Megantic Metal,
Metaux Russel, Milspec Industries, Poutrelles Delta, Pioneer
Pipe, Russel Leroux, Russel Metals Williams Bahcall, Spartan
Steel Products, Sunbelt Group, Triumph Tubular & Supply, Vantage
Laser, Wirth Steel and York Steel.

                      *    *    *

As reported in the Troubled Company Reporter's February 9, 2004
edition, Standard & Poor's Ratings Services raised its ratings on
Russel Metals Inc., including the long-term corporate credit
rating, which was raised to 'BB' from 'BB-'. At the same time,
Standard &  Poor's assigned its 'BB-' rating to Russel Metals'
proposed US$175  million notes. The rating on the notes is one
notch lower than the  long-term corporate credit rating,
reflecting the significant  amount of priority debt, including
secured bank lines and subsidiary obligations, which would rank
ahead of the notes in the event of default. The outlook is stable.


SERVICE CORP: S&P Raises International Ratings to BB from BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on the large funeral home and
cemetery operator Service Corp. International to 'BB' from 'BB-'.
The upgrade reflects the company's cumulative success in
strengthening its once-beleaguered balance sheet by using asset
sales, equity, and free cash flow to reduce debt and lengthen
its debt maturities. A stronger balance sheet creates the
additional financial capacity to weather adverse competitive
factors, such as temporary weakness in death rates and rising
consumer preference for lower cost death-care services, that is
indicative of the higher rating. The outlook is stable. As of
March 31, 2004, the large funeral home and cemetery operator had
nearly $1.7 billion of debt outstanding. Subsequently, it repaid
$200 million of its 6% senior unsecured notes and redeemed the
$313 million balance of its 6.75% convertible subordinated notes
with stock and cash. Pro forma for these transactions, debt
leverage is in the mid-40% area.

"The speculative-grade ratings on Service Corp. reflect the
company's operating concentration in a competitive industry that
features stable, though modest, growth prospects and a rising
consumer preference for lower-cost services," said Standard &
Poor's credit analyst Jill Unferth. The ratings further reflect
the company's moderate debt leverage. These risks are partly
offset by the company's large base of operations, which affords it
scale efficiencies and a revenue backlog. Service Corp. has
further benefited from initiatives to strengthen its sales mix and
an improving balance sheet.
   
With more than $2.3 billion of annual sales, Houston, Texas-based
Service Corp. is the world's largest cemetery and funeral home
operator. The company and its affiliates operate 1,218 funeral
homes, 402 cemeteries,
and 141 crematoria in North America. The company also owns
minority interests in funeral operations outside of North America.
Although the industry is extremely fragmented, Alderwoods Group
Inc. and Stewart Enterprises Inc. are other notable competitors in
the North American market. Service Corp. grew rapidly through the
1990s. Overleveraged, in 2000 it began to divest its assets,
mainly overseas, for cash to repay debt. Its last significant
sale, the joint venture of its French operations, was completed in
early 2004. Future growth will likely be limited to modest
investments in funeral homes and high interment cemeteries in
metropolitan markets that offer cross-selling opportunities.

The stable outlook reflects Standard & Poor's belief that Service
Corp. will benefit in the medium term from more normal death
rates, increased market acceptance of its higher-margin branded
services, an improved operating cost structure, and lower debt
levels. The company's credit protection measures have benefited
from a roughly 75% reduction in net debt levels since the end of
1999, providing additional insulation against protracted weak
industry conditions or material adverse legal developments. No
substantial acquisitions or other financial transactions that
would compromise this profile are expected.


SIERRA PACIFIC POWER: S&P Downgrades Bond Ratings to BB+ from BB
----------------------------------------------------------------
Standard & Poor's Ratings Services has updated its analysis of
U.S. utility first mortgage bonds in response to changes in the
industry. As a result of the revised methodology, Standard &
Poor's downgrades Sierra Pacific Power Co.'s bond ratings to
BB+ from BB.

Before 1997, a utility's first mortgage bond rating was solely
determined by the corporate credit rating. In 1997, Standard &
Poor's incorporated a more rigorous analysis of ultimate recovery
potential to supplement the analysis of default risk for first
mortgage bonds.

"The incorporation of ultimate recovery is particularly important
for electric, gas, and water utility first mortgage bond ratings.
If, in Standard & Poor's analytical conclusion, full recovery of
principal can be anticipated in a post-default scenario, an
issue's rating may be notched above the CCR or default rating,"
said Standard & Poor's credit analyst Jeffrey Wolinsky.

Developments in the industry since 1997 have caused Standard &
Poor's to revise the method used to determine collateral value.

Standard & Poor's assigned recovery ratings to all utility
first mortgage bonds. Recovery ratings, first introduced for
industrial and utility issuers in December 2003, focus solely on
the likelihood of loss and recovery in the event of default or
bankruptcy. First mortgage bonds have a strong record of investor
protection because, historically, the underlying assets that
secure them have not been subject to liquidation in bankruptcy and
the bonds have not defaulted, even when the company is in
bankruptcy. The recovery ratings assigned to first mortgage
bonds reflect this strong record, with every first mortgage bond
assigned one of the two highest recovery ratings of either '1+'
or '1'.

Standard & Poor's published on July 22, 2004, a commentary article
that discusses utilities' first mortgage bonds, the revised
methodology, and the new recovery ratings in greater detail.


SK GLOBAL AMERICA: Court Approves Stipulation with Simon Property
-----------------------------------------------------------------
To resolve their disputes relating to the Lease, including Simon
Property Group L.P.'s Claim Nos. 8, 9 and 10, SK Global America
Inc. and Simon Property stipulate and agree that:

    (a) Claim Nos. 8, 9 and 10 will be deemed reduced,
        reclassified and allowed as one general unsecured claim
        against the Debtor's estate for $590,000.  The Allowed
        Simon Claim will be treated and satisfied in accordance
        with the treatment afforded to holders of allowed
        unsecured claims under any plan proposed in the Debtor's
        Chapter 11 case;

    (b) Except for distributions to be made on account of the
        Allowed Simon Claim, Simon Property will not be entitled
        to any distribution from the Debtor or its estate for any
        claim arising from or related to the Lease; and

    (c) Simon Property will be entitled to retain a $52,920 cash
        security deposit and the Debtor waives any right, causes
        of action, objections, defenses or counterclaims relating
        to the Security Deposit.  The Allowed Simon Claim will not
        be reduced by the Security Deposit retained by Simon
        Property.

Judge Blackshear approves the stipulation in its entirety.

In a separate Court order, Judge Blackshear disallows Claim No.
14 filed by The Irvine Company against the Debtor.  Irvine
will not be entitled to receive any property or value from the
Debtor and its estate on account of its Claim.(SK Global
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SMTC CORPORATION: Schedules Second Quarter Results on August 9
--------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX) (TSX: SMX), a global electronics
manufacturing services provider, has scheduled its second quarter
results teleconference.

The teleconference will be held on August 9th, 2004 at 5:00 PM
EST. Those wishing to listen to the teleconference should access
the webcast at the investor relations section of SMTC's website at
http://www.smtc.com/ A rebroadcast of the webcast will be  
available on SMTC's website following the teleconference.
Participants should ensure that they have a current version of
Microsoft Windows Media Player before accessing the webcast.

Members of the investment community wishing to ask questions
during the teleconference may access the teleconference by dialing
416-640-4127 or 1-800-814-4859 ten minutes prior to the scheduled
start time. A rebroadcast will be available following the
teleconference by dialing 416-640-1917 or 1-877-289-8525, pass
code 21080208 followed by the pound key.

                         *   *   *

As reported in the Troubled Company Reporter's April 8, 2004
edition, SMTC Corporation (Nasdaq: SMTX, TSX: SMX), filed its
annual report on Form 10-K with the United States Securities and
Exchange Commission on March 30, 2004. In response to a recent
Nasdaq requirement, SMTC announced that the Auditors' Report,
included in the Company's Annual Report on Form 10-K, included an
unqualified audit opinion with an explanatory paragraph related to
uncertainties about the Company's ability to continue as a going
concern, based upon the Company's historical financial performance
and the classification of its long-term debt as a current
liability at December 31, 2003, due to its maturity on
October 1, 2004.

The going concern issue is expected to be resolved as a result of
the series of recapitalization transactions, as announced on
February 17, 2004, which addressed the nearing maturity of the
debt. On March 4, 2004, the Company closed an equity private
placement into escrow for net proceeds of Cdn$37 million. The
private placement and other components of the recapitalization
transactions are subject to stockholder approval. The Company
expects to seek approval for those transactions at the Annual
Meeting in May 2004. Separately, SMTC is addressing its financial
performance by the implementation of a multi-phased turnaround
plan. The operational restructuring phase has been completed,
resulting in alignment ofcosts with expected revenue. Further
phases of the turnaround plan are underway that are designed to
improve revenue and earnings going forward.


SPECTRUM PHARMACEUTICALS: Demands Delisting from Berlin Exchange
----------------------------------------------------------------
Spectrum Pharmaceuticals, Inc. (Nasdaq: SPPI) has sent a formal
demand letter to the Berlin Stock Exchange requesting that the
Berlin Stock Exchange delist the Company's common stock and any
other of the Company's securities from the exchange. Spectrum did
not ever apply for a listing on the Berlin Exchange, nor did it
authorize the listing of its shares on the Berlin Exchange.
Furthermore, the Company did not authorize or direct any German
broker to act as a market maker for the Company's common stock.

"We do not believe that a listing on the Berlin Exchange provides
value to our shareholders and therefore, we've undertaken this
step in an effort to protect the Company and our shareholders,"
stated Rajesh C. Shrotriya, M.D., Chairman, Chief Executive
Officer and President of Spectrum Pharmaceuticals, Inc. "We are
prepared to take appropriate actions to ascertain that the trading
of our stock is in line with the standards established by the
NASD."

                 About Spectrum Pharmaceuticals

Spectrum Pharmaceuticals is an oncology-focused pharmaceutical  
company engaged in the business of acquiring, developing and  
commercializing proprietary drug products which have a primary  
focus on the treatment of cancer and related disorders, as well as  
generic drug products for various indications.  The Company's lead  
drug, satraplatin, is a phase 3 oral, anti-cancer drug being co-
developed with GPC Biotech AG, for its initial indication,  
hormone-refractory prostate cancer.  It has been granted fast-
track status by the United States Food and Drug Administration  
(FDA). Elsamitrucin, a phase 2 drug, will initially target non-
Hodgkin's lymphoma. EOquin(TM), a phase 2 drug, is being studied  
in the treatment of superficial bladder cancer.  In addition, the  
Company has filed with the FDA three Abbreviated New Drug  
Applications for the generic drugs ciprofloxacin, carboplatin and  
fluconazole.  For additional information, including SEC filings,  
visit the Company's web site at http://www.spectrumpharm.com/

                         *   *   *

The report of Spectrum Pharmaceuticals' independent public  
accountants, Arthur Andersen LLP, for the For the fiscal year  
ended December 31, 2003, contains this paragraph:  

"The accompanying financial statements have been prepared assuming  
that the Company will continue as a going concern. As discussed in  
Note 1 to the financial statements, the Company has suffered  
recurring losses from operations and has a net capital deficiency  
that raise substantial doubt about its ability to continue as a  
going concern. Management's plans in regard to these matters are  
also described in Note 1. The financial statements do not include  
any adjustments relating to recoverability and classification of  
asset carrying amounts or the amount and classification of  
liabilities that might result should the Company be unable to  
continue as a going concern."


SPEIZMAN INDUSTRIES: Employs Dobbins Company as Auctioneer
----------------------------------------------------------
Speizman Industries, Inc., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the Northern
District of Georgia, Newnan Division, to employ and retain Dobbins
Company as their auctioneer.

The Debtors have ceased substantially all of their various
operations and terminated all but ten of their employees close to
the time they sought chapter 11 protection.  The Debtors want to
use the chapter 11 process to sell their remaining assets for the
highest and best price.

The Debtors ask the Court for authority to conduct an auction of
substantially all of their remaining assets, including, but not
limited, to parts inventory for both the textile and laundry
operations, machinery for both the textile and laundry operations,
office furniture, office equipment, shelving, and office supplies.

In its capacity as auctioneer, Dobbins will be responsible for
advertising, inspection, setting up, auctioneering, bookkeeping
and checkout in connection with the Auction.

Dobbins' fee for conducting the Auction will be computed as a
percentage of gross sales:

   First $100,000 in gross sales         15% of gross sales
   $100,001 - $400,000 in gross sales    10% of gross sales
   $400,001 and above                     8% of gross sales

Headquartered in Charlotte, North Carolina, Speizman Industries,
Inc. -- http://www.speizman.com/-- is a distributor of  
specialized Commercial industrial machinery parts and equipment
operating primarily in textile and laundry.  The Company filed for
chapter 11 protection on May 20, 2004 (Bankr. N.D. Ga. Case No.
04-11540).  Michael D. Langford, Esq., Kilpatrick Stockton LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$23,938,000 in total assets and $23,073,000 in total debts.


STRATUS TECH: Stockholders' Deficit Widens to $63.8MM at May 31
---------------------------------------------------------------
Stratus Technologies International, S.a r.l., a global provider of
fault-tolerant computer servers, technologies and services,
reported its financial results for the first quarter ended May 30,
2004, which were prepared in accordance with U.S. generally
accepted accounting principles.

For the first quarter ended May 30, 2004, total revenues were
$66.4 million, an increase of $5.1 million or 8.3% in comparison
to the $61.3 million attained in the same period last year.  
Profit from operations for the first quarter of fiscal 2005 was
$2.0 million compared to $4.3 million for the same period last
year.  The profit from operations for this quarter includes a
$1.2 million non-cash inventory charge related to a potential
excess supply of parts within our Continuum(R) product line.  This
potential excess supply of Continuum parts and resultant inventory
charge is a result of the upcoming launch of our new V-Series
ftServer(R) product, which we expect to begin shipping in the
second quarter of fiscal 2005.  The V-Series ftServer system is
the next generation for the Continuum family of systems and will
provide an upgrade path for our Continuum system customers.

The net loss for the first quarter of fiscal 2005 was $4.8 million
compared to net income of $1.5 million for the same period last
year.  The net loss for this quarter includes $1.0 million in
unrealized foreign currency translation losses due to the
strengthening of the U.S. dollar during the first quarter.  The
corresponding unrealized foreign exchange gain for the same period
last year was $1.1 million.  The company reported EBITDA, a non-
GAAP financial measure, of $7.1 million for the first quarter of
fiscal 2005, compared to $11.3 million for the same period last
year.  Its EBITDA for the quarter of $7.1 million includes the
$1.2 million non-cash inventory charge and $1.0 million in
unrealized foreign translation losses described.  

The company posted a $63.8 million stockholders' deficit at
May 31, 2004 compared to a $58.9 million deficit at
February 29, 2004.

                   About Stratus Technologies

Stratus Technologies is a global provider of fault-tolerant
computer servers, technologies and services, with more than 20
years of experience focused in the fault-tolerant server market.
Stratus(R) servers provide high levels of reliability relative to
the server industry, delivering 99.999% uptime or better. Stratus
servers and support services are used by customers for their
critical computer-based operations that are required to be
continuously available for the proper functioning of their
businesses.


STRUCTURED ASSET: Fitch Makes Various Rating on Certificates
------------------------------------------------------------
Fitch Ratings upgrades 5, affirms 20 and downgrades 4 classes of
Structured Asset Mortgage Investments, Inc. residential mortgage-
backed certificates, as follows:

    Structured Asset Mortgage Investments, Inc.,
    Mortgage Pass-Through Certificates, Series 1999-2 Groups 1 & 2

               --Class 2A affirmed at 'AAA';
               --Class B1 affirmed at 'AAA';
               --Class B2 upgraded to 'AAA' from 'AA';
               --Class B3 upgraded to 'AAA' from 'A+';
               --Class B4 upgraded to 'AA' from 'BBB-';
               --Class B5 upgraded to 'A' from 'BB-'.
          
    Structured Asset Mortgage Investments, Inc.,
    Mortgage Pass-Through Certificates, Series 1999-2 Group 3

               --Class 3A affirmed at 'AAA';
               --Class 3-B1 affirmed at 'AA+' ;
               --Class 3-B2 affirmed at 'A+';
               --Class 3-B3 affirmed at 'BBB';
               --Class 3-B4 downgraded to 'B' from 'BB';
               --Class 3-B5 downgraded to 'C' from 'B'.

    Structured Asset Mortgage Investments, Inc.,
    Mortgage Pass-Through Certificates, Series 1999-4

               --Class A affirmed at 'AAA';
               --Class B1 upgraded to 'AAA' from 'AA';
               --Class B2 affirmed at 'A';
               --Class B3 downgraded to 'C' from 'B'.

    Structured Asset Mortgage Investments, Inc.,
    Mortgage Pass-Through Certificates, Series 2000-1 Group 1

               --Class I-A affirmed at 'AAA';
               --Class I-B1 affirmed at 'AA';
               --Class I-B2 affirmed at 'A';
               --Class I-B3 affirmed at 'BBB';
               --Class I-B4 affirmed at 'BB';
               --Class I-B5 affirmed at 'B'.

    Structured Asset Mortgage Investments, Inc.,
    Mortgage Pass-Through Certificates, Series 2000-1 Group 2

               --Class II-A affirmed at 'AAA';
               --Class II-B1 affirmed at 'AAA';
               --Class II-B2 affirmed at 'AA+';
               --Class II-B3 affirmed at 'A+';
               --Class II-B4 affirmed at 'BBB+';
               --Class II-B5 affirmed at 'BB+'.

    Structured Asset Mortgage Investments, Inc.,
    Mortgage Pass-Through Certificates, Series 2000-1 Group 3

               --Class III-A affirmed at 'AAA';
               --Class III-B1 affirmed at 'AAA';
               --Class III-B2 affirmed at 'AA+';
               --Class III-B3 affirmed at 'A';
               --Class III-B4 rated 'BBB' is placed on Rating
                 Watch Negative;
               --Class III-B5 downgraded to 'B' from 'BB'.

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

The downgrades are the result of a review of the level of losses
incurred to date as well as Fitch's future loss expectations on
the current severely delinquent loans in the pipeline relative to
the applicable credit support levels as of the June 25, 2004
distribution.


TANGO INC: Investor Conference Call Available Until July 29
-----------------------------------------------------------
Tango Incorporated (OTCBB:TNGO), a leading garment manufacturing
and distribution company, says that its investor conference call
that took place on Thursday, July 22, 2004, at 4:30 p.m. EDT will
be available for one week. All interested parties are encouraged
to call 1-877-653-0545 and use conference code 239611#.

                           About Tango

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


TROPICAL SPORTSWEAR: To Release 3rd Quarter Results Today
---------------------------------------------------------
Tropical Sportswear Int'l Corporation (Nasdaq:TSIC) will report
its fiscal third quarter results today, July 26, 2004, after the
market closes.  Management of the Company will host a conference
call tomorrow, July 27, 2004, at 9:00 a.m., Eastern Time. The
purpose of the call is to discuss Tropical Sportswear's fiscal
third quarter results.

To participate in this teleconference, interested parties should
call 913-981-5509 at least five minutes before start time. For
those who cannot listen to the live broadcast, a replay will be
available for one week after the call. To listen to the replay,
call 719-457-0820 and enter pass code number: 186715

The call will also be broadcast live over the Internet at
http://www.viavid.com/and http://www.tropicalsportswear.com/For  
those who are unavailable to listen to the live web cast, a replay
will be available shortly after the call on the above web sites
for two weeks.

TSI is a designer, producer and marketer of high-quality branded
and retailer private branded apparel products that are sold to
major retailers in all levels and channels of distribution.
Primary product lines feature casual and dress-casual pants,
shorts, denim jeans, and woven and knit shirts. Major owned brands
include Savane(R), Farah(R), Flyers(TM), The Original Khaki
Co.(R), Bay to Bay(R), Two Pepper(R), Royal Palm(R), Banana
Joe(R), and Authentic Chino Casuals(R). Licensed brands include
Bill Blass(R) and Van Heusen(R). Retailer national private brands
that we produce include Puritan(R), George(TM), Member's Mark(R),
Sonoma(R), Croft & Barrow(R), St. John's Bay(R), Roundtree &
Yorke(R), Geoffrey Beene(R), Izod(R), and White Stag(R). TSI
distinguishes itself by providing major retailers with
comprehensive brand management programs and uses advanced
technology to provide retailers with customer, product and market
analyses, apparel design, and merchandising consulting and
inventory forecasting with a focus on return on investment.

                        *   *   *  
  
In its Form 10-Q for the quarterly period ended April 3, 2004,  
Tropical Sportswear International Corporation reports:  
  
"On June 6, 2003, we renewed our revolving credit line. The  
Facility provides for borrowings of up to $95 million, subject to  
certain  borrowing base limitations. Borrowings under the Facility  
bear variable rates of interest based on LIBOR plus an applicable  
margin (5.6% at April 3, 2004), and are secured by substantially  
all of our domestic assets. The Facility matures in June 2006. The  
Facility contained significant financial and operating covenants  
if availability under the Facility falls below $20 million. These  
covenants include a consolidated fixed charge ratio of at least  
.90x and a ratio of consolidated funded debt to consolidated  
EBITDA of not more than 5.25x. The Facility also includes  
prohibitions on our ability to incur certain additional  
indebtedness or to pay dividends, and restrictions on our ability  
to make capital expenditures.  
  
"The Facility contains both a subjective acceleration clause and a  
requirement to maintain a lock-box arrangement, whereby  
remittances from customers reduce borrowings outstanding under the  
Facility. In accordance with Emerging Issues Task Force 95-22,  
"Balance Sheet Classification of Borrowings Outstanding under  
Revolving Credit Agreements That Include Both a Subjective  
Acceleration Clause and a Lock-Box Arrangement", outstanding  
borrowings under the Facility of $23.3 million have been  
classified as short-term as of April 3, 2004.  
  
"On December 15, 2003, we paid the semi-annual interest payment of  
$5.5 million to the holders of our senior subordinated notes.  On  
December 16, 2003, availability under our Facility fell below  
$20 million, triggering financial covenants which we violated.  
This caused us to be in technical default under the Facility.  On  
January 12, 2004, we amended the Facility with Fleet Capital,  
which among other things reduced aggregate borrowings to $70  
million. The default under the Facility was waived on January 12,  
2004 by the terms of the Amended Facility.  Although our Amended  
Facility provides for borrowings of up to $70 million,  the  
amount that can be borrowed at any given time is based upon a  
formula that takes into  account,  among other  things,  our  
eligible  accounts  receivable  and  inventory,  which can result  
in borrowing availability  of less than the full amount.  
Additionally, the Amended Facility contains a $10 million  
availability reserve base and higher rates of interest than the  
Facility. The $10.0 million availability reserve base was met as  
of April 3, 2004 and through the date of this filing.  The Amended  
Facility also contains monthly financial covenants of minimum  
EBITDA levels which began February 2004, and a consolidated fixed  
charge coverage ratio and consolidated EBIT to consolidated  
interest expense ratio which begin March 2005. The fiscal 2004  
minimum EBITDA levels are cumulative month amounts beginning in  
the second quarter of fiscal 2004. The minimum EBITDA threshold  
for fiscal 2004 ranges from $1.8 million for the two months  
ending February 29, 2004 to $11.8 million for the nine months  
ending October 2, 2004. We were in compliance with the EBITDA  
covenants as of April 3, 2004, and had $13.2 million available for  
borrowing under the Amended Facility. While we believe our  
operating plans, if met, will be sufficient to assure  
compliance with the terms of the Amended Facility, there can be no  
assurances that we will be in compliance through fiscal 2004.  
  
"Our estimate of capital needs is subject to a number of risks  
and uncertainties that could result in additional capital needs  
that have not been anticipated. An important source of capital is  
our ability to generate  positive cash flow from operations. This  
is dependent upon our ability to increase revenues, to generate  
adequate gross profit from those sales, to reduce excess  
inventories and to control costs and expenses. Another important  
source of capital is our ability to borrow under the Amended  
Facility. We have historically violated certain covenants in our  
borrowing agreements, and to this point, we have been able to  
obtain waivers from our lenders allowing us continued access to  
this source of capital. However, there can be no assurances that  
we will be able to obtain waivers from our lenders should a  
violation occur in the future. If our actual revenues are less  
than we expect or operating or capital costs are more than we  
expect, our financial condition and liquidity may be materially  
adversely affected. We may need to raise additional capital either  
through the issuance of debt or equity securities or additional  
credit facilities, and there can be no assurances that we would  
be able to access the credit or capital markets for additional  
capital."


US PLASTIC: Files for Chapter 11 Protection in S.D. Florida
-----------------------------------------------------------
US Plastic Lumber, Corp. (Pink Sheets:USPL) filed voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of Florida. The Company is also seeking an order
of the Court to obtain DIP financing which it expects will support
current operations.  This DIP financing will be secured by the
Company's accounts receivables, inventory, and physical assets.

Chief Financial Officer Michael Schmidt said, "Given our Company's
current condition, we believe that this action will give us the
ability to preserve and maximize our value. With the hard work and
dedication of our employees and the support of our customers and
suppliers, we are confident that the business will emerge from
this process a stronger company."

In announcing Friday's Chapter 11 filing, Michael Schmidt, Chief
Financial Officer, commented, "Our filing provides US Plastic
Lumber with the opportunity to position itself for a viable
future. After the filing, US Plastic Lumber will continue to
operate without interruption. We will be able to continue to
supply our customers with quality composite and HDPE decking and
lumber solutions and build stronger relationships with our
suppliers going forward."

Triax Capital Advisors have been retained by the Company to
supervise and direct its reorganization efforts including all
capital transaction programs and activities.

Joseph E. Sarachek of Triax Capital Advisors commented, "The
Company is working closely with its senior lender and other
creditors and with the breathing room afforded by Chapter 11 it
will be able to successfully reorganize its operations and emerge
quickly from bankruptcy." Triax Capital Advisors has offices in
New York, New York -- http://www.triaxadvisors.com/  

US Plastic Lumber is a supplier of decking, lumber and component
parts manufactured with recycled plastics.


U.S. PLASTIC LUMBER: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Lead Debtor: U.S. Plastic Lumber Corp.
             2300 Glades Road #440 West
             Boca Raton, Florida 33431

Bankruptcy Case No.: 04-33579

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      U.S. Plastic Lumber Ltd.                   04-33580
      The Eaglebrook Group, Inc.                 04-33581
      U.S. Plastic Lumber Finance Corporation    04-33583
      U.S. Plastic Lumber IP Corporation         04-33584

Type of Business: The Debtor is the technological leader in
                  plastic lumber manufacturing in the country.
                  See http://www.usplasticlumber.com/

Chapter 11 Petition Date: July 23, 2004

Court: Southern District of Florida (Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtors' Counsel: Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison St. #200
                  Tampa, FL 33602
                  Tel: 813-229-0144

Total Assets as of September 30, 2003: $78,557,000

Total Debts as of September 30, 2003:  $48,090,000

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


UST INC: Stockholders' Deficit Narrows to $35 Million at June 30
----------------------------------------------------------------
UST Inc. (NYSE: UST) reported that for the quarter ended June 30,
2004, net sales increased 6.5 percent to $464.7 million, operating
income increased 6.4 percent to $242.8 million, net earnings
increased 14.7 percent to $147.9 million and diluted earnings per
share increased 15.6 percent to $.89 compared to the corresponding
2003 period.

Second quarter 2004 results include a lower effective tax rate due
to the reversal of $15.8 million of tax accruals attributable to
recently completed income tax audits, partially offset by a loss
of $6.0 million from discontinued operations which includes
certain contingencies and other closing costs associated with the
previously announced transfer of the company's cigar business to
Swedish Match North America Inc.

"Although the combined net effect of items below the operating
income line were incremental to the quarter, the most important
takeaway is that earnings from operations came in better than
originally projected due to continuing improvement in the
fundamentals and trends in our smokeless tobacco and wine
businesses," said Vincent A. Gierer, Jr., UST chairman and chief
executive officer. "With the first half of the year coming in
better than originally forecast, we are increasing our diluted
earnings per share projection for the year to the range of $3.12 -
$3.18."

For the six-month period ended June 30, net sales increased 5.2
percent to $898.0 million, operating income increased 6.3 percent
to $455.4 million, net earnings increased 12.4 percent to $269.6
million compared to the corresponding period.

Six-month 2004 results include a lower effective tax rate due to
the reversal of $18.9 million of state and federal income tax
accruals as a result of recently completed income tax audits,
partially offset by a $6.9 million loss from discontinued
operations associated with the transfer of the cigar business.

The company repurchased 1 million shares at a cost of $37.5
million during the quarter and 2 million shares at a cost of
$74.9 million for the year-to-date period ended June 30, 2004.

                        Smokeless Tobacco

Smokeless Tobacco segment second quarter 2004 revenue increased
5.7 percent to $407.2 million on a 1.3 percent increase in moist
smokeless tobacco net can sales and higher selling prices.
Operating profit for the segment increased 5.6 percent to
$240.7 million.

For the six-month period ended June 30, net sales increased 4.4
percent to $786.4 million on a 0.6 percent increase in moist
smokeless tobacco net can sales and higher selling prices.
Operating profit increased 5.6 percent to $451.7 million compared
to the corresponding 2003 period.

U.S. Smokeless Tobacco Company's Retail Activity Data Share &
Volume Tracking System, measuring shipments to retail for the
26-week period ended June 12, 2004, on a can-volume basis,
indicates total category shipments accelerated 5.0 percent versus
the year-ago period, as the premium segment decline moderated to
1.5 percent and the value segments, including price value and sub-
price value continued to grow 23.9 percent in total during the
same period. USSTC's total share declined 2.6 percentage points to
70.1 percent.

RAD-SVT information is being provided as an indication of current
domestic moist smokeless tobacco trends from wholesale to retail
and is not intended as a basis for measuring the company's
financial performance. This information can vary significantly
from the company's actual results due to the fact that the company
reports net shipments to wholesale, while RAD-SVT measures
shipments from wholesale to retail, the difference in time periods
measured, as well as new product introductions and promotions.

"Improved category growth trends are a solid indication that our
strategy of increasing investment in initiatives aimed at growing
the moist smokeless tobacco category is working," said Murray S.
Kessler, president of USSTC. "With continuing category growth and
the success of recently introduced new products, we remain
confident that we will produce record results in 2004."

                        Wine Segment

Wine Segment second quarter 2004 revenue increased 12.6 percent to
$48.2 million on a 6.9 percent increase in premium case sales
versus the corresponding 2003 period. Gross margin improvement
combined with overall flat spending resulted in operating profit
advancing 84.0 percent to $5.6 million.

For the six month period ended June 30, net sales increased 9.0
percent to $93.5 million and operating profit increased 34.7
percent to $12.1 million versus the corresponding 2003 period.

                           Outlook

As outlined previously, in 2004 the company is investing an
additional $24 million in efforts to accelerate growth in the
smokeless tobacco category by increasing investment in product
innovation and programs to reach out to new adult consumers. With
spending on these initiatives on track through the first six
months, the company anticipates spending the full amount as the
year progresses.

While the earnings growth rate for the year will be negatively
impacted by approximately 3 percent due to the increased
investment in category building, it is still expected to result in
record sales and earnings for the year.

For the year, the company anticipates diluted earnings per share
to be in the range of $3.12 to $3.18. Diluted earnings per share
for the third quarter is anticipated to be comparable to the
previous year as spending accelerates due to execution of
initiatives; and increase in the fourth quarter.

A conference call is scheduled for 11 a.m. Eastern time today to
discuss the quarterly results. To listen to the call, please visit
http://www.ustinc.com/A 14-day playback is available by calling  
1-888-203-1112 or 719-457-0820, code #213137 or by visiting the
website.

UST Inc. is a holding company for its principal subsidiaries: U.S.
Smokeless Tobacco Company and International Wine & Spirits Ltd.
U.S. Smokeless Tobacco Company is the leading producer and
marketer of moist smokeless tobacco products including Copenhagen,
Skoal, Rooster, Red Seal and Husky. International Wine & Spirits
Ltd. produces and markets premium wines sold nationally through
the Chateau Ste. Michelle, Columbia Crest, and Villa Mt. Eden
wineries, as well as sparkling wine produced under the Domaine
Ste. Michelle label.

At June 30, 2004, UST Inc.'s balance sheet showed a stockholders'
deficit of $35,897,000 compared to a deficit of $115,187,000 at
December 31, 2003.


VISTEON CORPORATION: Reports Improved Second Quarter Earnings
-------------------------------------------------------------
Visteon Corporation (NYSE: VC) reported second quarter 2004 net
income of $31 million, or $0.24 per share. These results are an
improvement of $198 million, or $1.57 per share, compared to a net
loss of $167 million, or $1.33 per share, in the second quarter
2003. Second quarter results include after-tax special charges of
$3 million in 2004 and $170 million in 2003.

Visteon reported income before income taxes of $55 million for the
second quarter 2004, included in these results were pre-tax
special charges of $5 million and $11 million pre-tax expense
related to debt extinguishment. In the second quarter of 2003,
Visteon reported a loss before income taxes of $256 million
including $266 million of pre-tax special charges.

Revenue for the second quarter 2004 was $4.9 billion, up
$257 million from second quarter 2003. The increase, compared to a
year ago, reflects primarily growth in non-Ford revenue and
favorable currency translation, partially offset by lower Ford
North American production volumes, the exit of Visteon's seating
operations and price reductions to customers. Non-Ford revenue
totaled $1.4 billion for the quarter, up 35% or $358 million
compared to the second quarter 2003. Non-Ford revenue in the
second quarter represents 28 percent of total sales, a six
percentage point improvement from a year ago.

"We're pleased with our second quarter results, especially the
continued diversification of our customer base," said Mike
Johnston, Visteon chief executive officer and president. "Our
performance to the customer in terms of cost, quality and delivery
remains our highest priority and has helped us win new business in
all major regions of the world. We will be aggressive in the
continuation of our cost-reduction and process improvement actions
in the second half to ensure our competitive position in the
marketplace."

Visteon's net income improved compared to a year ago reflecting
the impact of lower special charges, increased new business,
improved operating and material efficiencies, and decreased post-
retirement health and life insurance expenses, offset by customer
price reductions and lower North American Ford production volumes.
Net income was also impacted by debt extinguishment costs of
$7 million after tax related to a portion of Visteon's public debt
securities.

                        First Half Results

First half revenue totaled $9.8 billion, increasing $525 million
from a year ago. Ford revenue decreased $185 million to
$7.1 billion for the first half of 2004, reflecting lower Ford
North American production, the exit of the Chesterfield seating
operations and price reductions granted to Ford, partially offset
by favorable currency, increased European production and
incremental business with Ford. Non-Ford revenue increased $710
million, or 35 percent to $2.7 billion, due primarily to increased
business with non-Ford customers.

For the first six months of 2004, Visteon recorded net income of
$61 million or $0.48 per share, including $10 million, or $0.08
per share of special charges. For the first six months of 2003,
Visteon reported a net loss of $182 million, or $1.45 per share,
included in these results were special charges of $190 million, or
$1.51 per share.

Income before taxes was $111 million for the six months of 2004,
including $16 million of pre-tax special charges and $11 million
of pre-tax expense related to debt extinguishments. For the first
half of 2003, Visteon reported a loss before income taxes of $275
million, including $297 million of pre-tax special charges. The
increase reflects lower pre-tax charges of $281 million, increased
profits from new business, lower employee retirement benefit and
selling and administrative expenses, partially offset by other
wage and raw material cost increases and expenses related to debt
extinguishment.

                       Cash and Liquidity

Visteon ended the quarter with $1 billion in cash and marketable
securities. Cash flow from operations was $247 million for the
second quarter and $352 million for the first half of the year,
which reflects an improvement of $223 million and $463 million,
respectively, compared to the same periods last year. Increased
profits and the company's continued focus on working capital were
major contributors to this improvement.

Capital expenditures were $172 million for the second quarter and
$370 million for the first half of the year. This compares to
$222 million for the second quarter and $403 million for the first
half of 2003. Quarter-end debt outstanding was $1.9 billion.
Visteon's debt-to-capital ratio was 51 percent.

            Third Quarter and Full Year 2004 Outlook

Visteon's revenue for third quarter 2004 is projected to be in the
range of $4.0 to $4.1 billion, up from $3.9 billion in 2003,
reflecting primarily non-Ford revenue growth. Visteon expects a
third quarter net loss of $90 million to $105 million, or $0.70 to
$0.80 per share.

Full year revenue is expected to be between $18.6 billion and
$18.8 billion in 2004. Non-Ford revenue is expected to increase
more than $1.0 billion from year ago levels. Visteon expects net
income of $75 to $110 million for full-year 2004, or $0.60 to
$0.90 per share. Full year 2004 projected results include
anticipated pre-tax special charges of approximately $50 million.

Visteon expects cash flow from operations to be modestly higher
than capital spending for the full year. Visteon's third quarter
and full year 2004 estimates are based on third quarter Ford North
American production of 755,000 units and full year production of
3.65 million units. A number of factors including a decline in
actual or projected production volumes for these or future periods
could affect our assessment regarding the recoverability of our
deferred tax assets and result in a further write-down, which
would increase income tax expense and reduce net income
significantly in the applicable period.

Visteon Corporation is a leading full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket. Visteon has approximately 72,000
employees and a global delivery system of more than 200 technical,
manufacturing, sales and service facilities located in 25
countries.

                        *   *   *

As reported in the Troubled Company Reporter's March 3, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB+'
senior unsecured rating to Visteon Corp.'s proposed $400 million
senior unsecured notes due 2014. At the same time, Standard &
Poor's affirmed its 'BB+' corporate credit rating on the Dearborn,
Michigan-based company, which has total debt of about $2 billion,
including securitized accounts receivable and capitalized
operating leases. Proceeds from the new debt issue will be used to
refinance existing debt and for general corporate purposes. The
rating outlook is stable.

"We expect Visteon to make gradual improvements to its competitive
position and financial profile, reaching a level consistent with
the ratings in the next few years," said Standard & Poor's credit
analyst Martin King. "Upside potential is limited by the company's
continued dependence on Ford Motor Co. and the cyclical and highly
competitive nature of the industry."


WINN-DIXIE: Will Webcast 4th Quarter Conference Call on Aug. 19
---------------------------------------------------------------
In conjunction with Winn-Dixie's (NYSE: WIN) fourth quarter
earnings release, Winn-Dixie invites stockholders to listen to its
conference call that will be broadcast live over the Internet
Thursday, August 19, 2004, at 8:30 a.m. EST with Winn-Dixie
President and CEO Frank Lazaran, and Senior Vice President and CFO
Bennett Nussbaum at:

http://phx.corporate-ir.net/playerlink.zhtml?c=78738&s=wm&e=920432

Listeners can also call 1-800-289-0494. There is no passcode for
the call; just tell the operator you are calling for the Winn-
Dixie event.

Contact: Kathy Lussier of Winn-Dixie, +1-904-370-6025 or
kathylussier@winn-dixie.com

If you are unable to participate during the live Web cast, the
call will be archived on the Web site http://www.winn-dixie.com
To access the replay, under About Winn-Dixie/Investor Information,
click on "Fourth Quarter Conference Call."

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food
retailers in the nation and ranks 162 on the FORTUNE 500(R) list.
Founded in 1925, the company is headquartered in Jacksonville, FL,
and operates stores in 12 states and the Bahamas. Frank Lazaran
serves as President and Chief Executive Officer. For more
information, visit http://www.winn-dixie.com/  

                         *     *     *

As previously reported, Standard & Poor's lowered Winn-Dixie's
corporate debt rating from BB to B and placed the ratings on
Credit Watch with negative implications. Moody's also lowered the
Company's senior implied rating to Ba3 from Ba1 and placed the
ratings on negative outlook.


WORLDCOM INC: Court Extends Filing for Notice of Appeal to July 30
-----------------------------------------------------------------
Worldcom Inc. and Alan LeBovidge, the Commissioner of Revenue for
the Commonwealth of Massachusetts, on behalf of the Commonwealth
of Massachusetts and certain other states, stipulate that the
time for filing a notice of appeal from the Court's Order
declining to disqualify and deny compensation to KPMG, is
extended to July 30, 2004.  Judge Gonzalez approves the
stipulation.

                         *     *     *

Judge Gonzalez finds that KPMG does not hold an interest adverse
to the Debtors' estate and is disinterested under Section 327 of
the Bankruptcy Code.

The Court notes that there is no indication that KPMG is a
creditor, an equity security holder or an insider.  Moreover,
KPMG was and is not a director, officer, or employee of the
Debtors, nor do the States make any allegation that KPMG is or
has been.  Accordingly, Sections 101(14)(A) and (D) of the
Bankruptcy Code are not applicable.

KPMG does not have an interest adverse to the interests of the
estate or of any class of creditors or equity holders, by reason
of any direct or indirect relationship to, connection with, or
interest in, the Debtors simply because there is a speculative
possibility that in the future, some events may render KPMG and
the adverse.  There also is no indication that KPMG's tax
services qualify as a prohibited activity.  Thus, the States'
contention that KPMG is not disinterested because it serves as
both auditor and tax advisor to the Debtors does not appear to be
well-founded.

According to Judge Gonzalez, the issues raised in the WorldCom
Examiner's Final Report did not rise to a level of concern for
the Securities and Exchange Commission to warrant calling the
matter to the attention of the District Court or the Bankruptcy
Court.  The SEC also stated that if they had concluded there was
a violation of the Auditor Independence Rules, they would have
"promptly raised the matter with the [C]ommissioners to see
whether they thought further action would be appropriate."

The SEC also addressed the issue of confidentiality and stated
that it is generally up to the client's counsel to decide whether
to disclose non-public preliminary document requests and that
generally, the SEC does not advise the client to do so.  The SEC
said that the reasons for keeping the SEC Requests confidential
were to encourage compliance and not to unnecessarily upset the
public marketplace.

Nonetheless, the Court reviewed the SEC Production and found no
indication that the Debtors' determination is an improper
exercise of their reasonable business judgment.  Judge Gonzalez
also observes that there were no material facts in dispute
regarding the grounds argued by the States that supported the
contentions and legal arguments in the Disqualification Motion.  
In addition, the discovery requests made by the States are
extremely broad and primarily focused on the litigation over the
validity of the Royalty Charges rather than on the
Disqualification Motion.  If the discovery was appropriate at
all, it would be in the context of any litigation regarding the
Royalty Charges and not in a request to disqualify.

The SEC Production, although reviewed by the Court, was not
necessary to the disposition of the issues raised by the States
in the Disqualification Motion.  The SEC Production provided a
more comprehensive review of issues related to KPMG's
independence, not raised by the States in the Disqualification
Motion.

Judge Gonzalez also holds that "[t]he interests of all creditors
in these Chapter 11 cases would have been hindered by the
disqualification, as emergence could have been delayed without
any foreseeable benefit to the Debtors' estates."  The delay in
bringing the Disqualification Motion until the eve of the
Debtors' emergence from bankruptcy was potentially disruptive to
the Debtors' reorganization.  The disqualification would have
potentially delayed the Effective Date of the Plan while the
Debtors retained new auditors to certify the 2003 financials,
delaying resolution of tax claims of Massachusetts and the other
states and distributions to all creditors.  Had the States raised
the issue at an earlier juncture in the case, the Court could
have taken corrective measures to address the States' concerns,
if warranted.

Judge Gonzalez further finds that the States, in addition to
having filed the Disqualification Motion as a litigation tactic,
was dilatory in the prosecution of the Disqualification Motion.

The Court directs the Debtors to resume payments to KPMG under
the Monthly Compensation Order, including any accrual of payments
since March 19, 2004.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI-- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  

The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.

On April 20, 2004, the company (WCOEQ, MCWEQ) formally emerged
from U.S. Chapter 11 protection as MCI, Inc. This emergence
signifies that MCI's plan of reorganization, confirmed on October
31, 2003, by the U. S. Bankruptcy Court for the Southern District
of New York is now effective and the company has begun to
distribute securities and cash to its creditors. (Worldcom
Bankruptcy News, Issue No. 58; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


W.R. GRACE: Futures Representative's Seeks To Retain CIBC
---------------------------------------------------------
In W.R. Grace's chapter 11 cases, David T. Austern, the legal
representative of future asbestos personal injury claimants, asks
the Court for permission to retain CIBC World Markets Corp. as his
financial advisor, effective as of June 4, 2004.  CIBC will
provide advice to Mr. Austern based on the commencement of due
diligence with respect to the Debtors and their non-debtor
affiliates, their financial affairs, their prepetition
transactions, postpetition matters, and proposals regarding
potential plans of reorganization.

Specifically, CIBC will:

        (1) assist the Future Claimants Representative in
            analyzing and reviewing the Debtors' acts, conduct,
            assets, liabilities and financial condition;

        (2) familiarize itself, to the extent appropriate, with
            the operation of the Debtors' businesses, advise the
            Future Claimants Representative with regard to a
            proposed restructuring of the Debtors and the
            implementation of a trust as contemplated by the
            Bankruptcy Code;

        (3) evaluate the financial effect of the implementation of
            any plan of reorganization on the Debtors' assets or
            securities; and

        (4) perform any other tasks as mutually agreed upon by
            CIBC and the Future Claimants Representative.

CIBC and Mr. Austern signed an engagement agreement on tiered
terms:

        (a) For the initial six months of the engagement,
            starting upon the date of the Engagement Agreement,
            CIBC will receive a $150,000 cash fee per month,
            payable monthly in advance; and

        (b) Following the initial six-month period, CIBC will
            receive a fee to be negotiated that is mutually
            acceptable to the Future Claimants Representative and
            CIBC, subject to the Court's approval, for each month
            after that up to the month of the effective date of a
            plan, or termination of the Engagement Agreement,
            whichever first occurs.

Under the Engagement Agreement, CIBC requires that the Debtors
indemnity and hold it harmless.  The indemnification provisions
are in substantially the same form as that approved by the Court
of Appeals for the Third Circuit in "In re United Artists Company
et al," 315 F.3d 217 (3rd Cir. 2003).

Joseph J. Radecki, Jr., a Managing Director in the Financial
Restructuring Group of CIBC in New York, says that CIBC meets the
Bankruptcy Code's standards for disinterested professionals.
However, Mr. Radecki identified some points for disclosure:

        (1) CIBC has provided lending and investment banking
            services to Huntsman Corporation, one of Grace's top
            20 largest unsecured creditors.  These services
            primarily consisted of financial advisory and debt
            financing services;

        (2) CIBC participated in a joint lease transaction with
            PCS Nitrogen Fertilizer, LP, another of Grace's top
            20 unsecured creditors.  However, the leases were
            cancelled on May 21, 2001;

        (3) CIBC was a participant in a series of lease
            transactions with The Dow Chemical Company, a joint
            venture partner in DuPont Dow Elastomers, LLC, also
            one of Grace's top 20 unsecured creditors.  The
            leases were cancelled on April 1, 2004; and

        (4) CIBC is currently engaged in a lease agreement with
            E. I. DuPont de Nemours and Company in connection
            with a property in which CIBC has an interest.
            DuPont is a joint venture partner in DuPont Dow
            Elastomers, LLC, one of Grace's top 20 largest
            Unsecured creditors.  The lease will expire in
            2011.

Furthermore, certain CIBC affiliates are represented by Swidler
Berlin Shereff Friedman, LLP, on matters unrelated to the Debtors
or their Chapter 11 cases.  Before Combustion Engineering, Inc.,
filed for Chapter 11 petition, CIBC was retained by Swidler
Berlin to provide services to Swidler Berlin in connection with
Swidler Berlin's representation of Mr. Austern as the Combustion
Engineering prepetition future claimants' representative.  After
Combustion Engineering filed its Chapter 11 case and after Mr.
Austern was appointed as the future claimants representative, Mr.
Austern retained CIBC directly as his financial advisor.

In addition, CIBC has been retained by Swidler Berlin to provide
services to Swidler Berlin in connection with Swidler Berlin's
representation of Mr. Austern as future claimants representative
in a confidential matter.  CIBC was also retained to provide
services to the future claimants representative in connection
with Congoleum Corporation's Chapter 11 case, where Swidler
Berlin represents the future claimants representative.

                   PD Committee Reserves Rights

The Official Committee of Asbestos Property Damage Claimants does
not dispute Mr. Austern's right, in his capacity as Future
Claimants Representative, to retain counsel and other
professionals under the Bankruptcy Code.  However, in light of
the pending appeals of the order appointing Mr. Austern as future
claimants representative, Theodore J. Tacconelli, Esq., at Ferry
Joseph & Pearce, PA, in Wilmington, Delaware, tells the Court
that the PD Committee reserves its rights in respect of the
retention of CIBC, pending the outcome of the appeals.

                        Mr. Austern Replies

John C. Phillips, Jr., Esq., at Phillips Goldman & Spence, PA, in
Wilmington, Delaware, reminds the Court that there has been no
stay of the effectiveness of the order appointing David Austern
as future claimants representative.  Indeed, the PD Committee has
not even requested a stay.  Therefore, while the PD Committee
does not specify what "rights" it is reserving, the practical
interpretation of what the PD Committee must mean is that it
believes Mr. Austern should be authorized to employ CIBC only for
so long as Mr. Austern serves as Future Claimants Representative.
The Court can appropriately address this matter without denying
Mr. Austern's application to employ CIBC.

Mr. Phillips suggests that the Order include the provision:

    "so long as David T. Austern serves as the legal
    representative for future asbestos claimants against the
    Debtors"

Mr. Phillips tells the Court that the language was used by the
court in "In re Combustion Engineering, Inc.," Bankr. D. Del.
2003, in connection with Mr. Austern's employment of
professionals in that case.(W.R. Grace Bankruptcy News, Issue No.
65; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* BOND PRICING: For the week of July 26 - July 30, 2004
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
American & Foreign Power               5.000%  03/01/30    69
AMR Corp.                              4.500%  02/15/24    69  
AMR Corp.                              9.000%  08/01/12    74
AMR Corp.                              9.000%  09/15/16    71   
AMR Corp.                             10.200%  03/15/20    70
Atlantic Coast                         6.000%  02/15/34    65   
Burlington Northern                    3.200%  01/01/45    54
Calpine Corp.                          7.750%  04/15/09    54
Calpine Corp.                          8.500%  02/15/11    66
Calpine Corp.                          8.625%  08/15/10    66
Calpine Corp.                          8.750%  07/15/07    70
Comcast Corp.                          2.000%  10/15/29    40
Continental Airlines                   4.500%  02/01/07    70
Cummins Engine                         5.650%  03/01/98    72
Delta Air Lines                        7.700%  12/15/05    64
Delta Air Lines                        7.900%  12/15/09    45
Delta Air Lines                        8.300%  12/15/09    38
Delta Air Lines                        9.000%  05/15/16    42
Delta Air Lines                        9.250%  03/15/22    41
Delta Air Lines                        9.750%  05/15/21    42
Delta Air Lines                       10.125%  05/15/10    47
Delta Air Lines                       10.375%  02/01/11    48
Elwood Energy                          8.159%  07/05/26    71
Greyhound Lines                        8.500%  03/31/07    63
Inland Fiber                           9.625%  11/15/07    51   
National Vision                       12.000%  03/30/09    62   
Northern Pacific Railway               3.000%  01/01/47    54
Northwest Airlines                     7.875%  03/15/08    68
Northwest Airlines                     8.700%  03/15/07    73
Northwest Airlines                    10.000%  02/01/09    71  


                           *********

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.
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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
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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.

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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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