TCR_Public/040727.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, July 27, 2004, Vol. 8, No. 155

                           Headlines

AIR CANADA: Court Approves Amendments to Claims Procedure Order
AIRGATE PCS: Schedules 3rd Quarter Conference Call for August 12
ALDERWOODS: S&P Assigns 'B' Rating to Proposed $200M Senior Notes
AMERICAN AIRLINES: Applauds Signing of U.S.-China Aviation Pact
ARCHIBALD CANDY: Gordon Brothers Wins Bidding for Laura Secord

ARIZANT INC: S&P Assigns 'B+' Corporate Credit Rating
ASTROPOWER INC: Selling Spanish Subsidiary to Elecnor, S.A.
BIO-RAD LABS: Will Report 2nd Quarter 2004 Results on August 5
BORDEN CHEM: Achieves 11% Growth in Q2 Sales & Operating Income
BORDEN CHEMICAL: Subsidiaries Intend to Offer Sr. Secured Notes

CENTURY/ML CABLE: Court Extends Exclusive Periods to September 30
CINCINNATI BELL: S&P Affirms 'B+' Corporate Credit Rating
COLE NATIONAL: Moulin Int'l Will Not Push Through With Merger
COMMITTEE BAY: Board Approves Plan to Grant Directors Equity
COVANTA ENERGY: Federal Insurance's Claim Allowed for $275,000

CROWN CIRCUITS: Case Summary & 20 Largest Unsecured Creditors
DOMAN INDUSTRIES: Amends Plan of Compromise & Arrangement
DOMAN INDUSTRIES: Second Quarter EBITDA Widens to $47 Million
DUANE READE: BofA Credit Facility Increased by $50 Million
DYNABAZAAR INC: Reports $107,000 Net Loss in Second Quarter

ENRON: Settles Approx. $994,620 Retail Disputes with 18 Parties
EPIC DATA: Stockholders' Deficit Widens to $54.6 Mil at June 30
FERRO CORPORATION: S&P Lowers Corporate Rating to BB+ from BBB-
FLEMING COMPANIES: W&N Challenges Debtors' Bid to Disallow Claims
FLINTKOTE: Committee Hires Campbell & Levine as Local Counsel

FOG CUTTER: Ernst & Young LLP Resigns as Auditors
GMAC COMM'L: S&P Gives Low-B Prelim Ratings to 6 2004-C2 Classes
GOOD NITE INN: Case Summary & 20 Largest Unsecured Creditors
GREAT LAKES: S&P Lowers Subordinated Debt Rating to CCC
GRUPO TMM: Extends & Amends Exchange Offer & Consent Solicitation

GS MORTGAGE: S&P Assigns Prelim. Ratings to Series 2004-GG2 Notes
HERITAGE ORGANIZATION: US Trustee Unable to Form Creditors Panel
IMPERIAL PLASTECH: Achieves Formal Integration with Petzetakis
JAZZ GOLF: Stockholder Deficit Widens to $6.6M at May 31, 2004
JILLIAN'S ENTERTAINMENT: Panel Gets Nod to Hire Morris Nichols

JORDAN INDUSTRIES: Offering $137.3 Million 13% Sr. Secured Notes
KAISER: FSC Representative Asks Court to Retain Stutzman & Hogan
KINETIC CONCEPTS: 2nd Quarter Earnings Release Slated on August 3
MIRANT CORP: Court Rejects Eight Unexpired Contracts
NATIONAL ELDERCARE: Case Summary & 21 Largest Unsecured Creditors

NEW HEIGHTS RECOVERY: Turns to Weiser for Financial Advice
NEW WORLD: Committee Looks to Jefferies for Financial Advice
NOMURA ASSET: S&P Affirms Ratings on 55 Certificate Classes
NORAMPAC INC: Reports $1.3 Million of Net Income in 2nd Quarter
P-COM INC: Reduces Outstanding Short-Term Liabilities by $8.3 Mil.

PARADISE MUSIC: Says Hein & Associates Never Completed 2001 Audit
PARMALAT GROUP: Grupo Lala Buys Milk Pasteurizing Plant in Mexico
PEGASUS SATELLITE: Wants Court to Extend Lease Decision Deadline
PHELPS DODGE: Schedules 2004 Second Quarter Conference Today
PREMCOR: S&P Affirms BB- Corp. Rating & Says Outlook Now Stable

RACQUET CLUB: Voluntary Chapter 11 Case Summary
RCN CORP.: Wells Fargo & Vulcan Appeal Exit Financing Decision
RF MICRO: Schedules FY'04 Annual Shareholders Meeting Today
RUSSEL METALS: Reports Increased Revenues in Second Quarter 2004
ST. JOSEPH: S&P Affirms Low-B Corporate & Senior Debt Ratings

STAR NAVIGATION: Equity-for-Debt Swap Priced at C$0.30 per Share
STRONGBOW: Plans to Sell 2M Flow-Through Shares to Get $1.5 Mil.
TELEX COMMS: Reports $77.7 Million Net Sales in Second Quarter
TITAN CORP: Will Release Final 2004 2nd Qtr Results on August 4
TNP ENTERPRISES: Inks $1 Bil. Acquisition Pact with PNM Resources

UAL CORP: Secures New DIP Financing Facility through June 2005
UAL CORP: Mechanics Chide Financing Barring Pension Contributions
UNITED AIR: Flight Attendants Criticize New DIP Financing Pact
UNITED REFINING: Improving Liquidity Prompts S&P's Stable Outlook
UNOVA INC: Gregory K. Hinckley Named to Board of Directors

VANGUARD HEALTH: The Blackstone Group to Make Major Investment
VITAL BASICS: Hires Friedman & Atherton as Litigation Counsel
WORLD FUEL: Purchased 100% of Tramp Holdings' Outstanding Shares
W.R. GRACE: Oldcastle Wants to be Exempted From ADR Program
WHEELING CITY CENTER: Voluntary Chapter 11 Case Summary

WORLDCOM: MatlinPatterson Wants MCI to Pay Stroock's $2.9MM Bill
WORLDCOM INC: TELMEX Closes Embratel Transaction for $400 Million
XEROX CORP: Reports 21 Cents Per Share Earnings in 2nd Quarter
ZIFF DAVIS: Stockholders' Deficit Tops $908.4 Million at June 30

* Fitch Conference Call on U.S. Term Asset-Backed Securities Today
* Much Shelist Welcomes Gregg Simon as Wealth Transfer Chairman

* Large Companies with Insolvent Balance Sheets

                           *********

AIR CANADA: Court Approves Amendments to Claims Procedure Order
---------------------------------------------------------------
The Attorney General of Canada asks Mr. Justice Farley to exclude
the claims arising under Part III of the Canada Labour Code,
R.S.C. 1990, s. L-2, that are asserted by non-unionized employees
from compromise under the Companies' Creditors Arrangement Act.

Bruce Boughan, the manager of the Labour Standards Operations
Unit, within the Labour Program of Human Resources and Skills
Development Canada, explains that Part III of the Labour Code
provides informal and streamlined procedures for resolving
disputes between employees and their employer, including disputes
relating to minimum wages, hours of work, vacation and other
leaves, maternity-related reassignment, and protections regarding
termination of employment.  The Part III procedures apply
primarily to non-unionized employees.  Given the threshold nature
of the provisions, Part III and the regulations made under it
"apply notwithstanding any other law or any custom, contract or
arrangement."

Mr. Boughan relates that Air Canada's counsel has confirmed to
the Attorney General's counsel, Jacqueline Dais-Visca of the
Canada Department of Justice, that the airline is no longer
taking the position that the money paid by Air Canada before
April 1, 2003 and held by the Minister of Labour (Receiver
General for Canada) on account of Air Canada's appeals of certain
wage recovery payment orders, is subject to compromise.
Accordingly, the funds will now be paid out to the employees in
accordance with the payment orders without compromising those
amounts in Air Canada's CCAA restructuring.

The Attorney General also notes that the Parliament enacted
specific provisions in Part III to maximize an employee's chances
of recovering wages by permitting the payment orders to be
enforced against a company's directors for up to six months of
wages.  Hence, Part III claims against Air Canada directors
cannot be compromised under the CCAA.

                      Applicants Talk Back

Whether or not the Part III claims are subject to compromise
under the Companies' Creditors Arrangement Act is a threshold
issue.  Ashley John Taylor, Esq., at Stikeman Elliott, LLP, in
Toronto, Ontario, contends that there is nothing in the CCAA that
exempts claims arising under Part III of the Canadian Labour Code
from compromise.  Also, there is no language in Part III that
directly addresses the applicability of the CCAA.

Mr. Taylor notes that the Court of Appeals in British Columbia
held in Pacific National Lease Holding Corp. v. Sun Life Trust
Co. (1995), 34 C.B.R. (3d) 4 (B.C.C.A.) that if a conflict arises
between the CCAA and another federal or provincial statute, the
CCAA prevails.

Mr. Justice Chadwick in In re Ottawa Senators Hockey Club Corp.
(2003), 68 O.R. (3d) 603 (S.C.J.) also considered the priority of
certain conflicting provisions in the CCAA and the Excise Tax
Act, where the provision in dispute in the ETA provides that it
operates "despite any other enactment of Canada (except the
Bankruptcy and Insolvency Act), any enactment of a province or
any other law."  Mr. Justice Chadwick applied the doctrine of
implied exception which means that, for the purpose of
interpretation of two statutes in apparent conflict, the
provisions of a general statute must yield to those of a special
one.  Mr. Justice Chadwick ultimately found that priority lies
with the CCAA.

The court in In Re Lehndorff General Partners Ltd. (1993), 8
B.L.R. (2d) 275 (Ont. Gen. Div. [Comm. List]), also noted that
the CCAA addresses special circumstances in that it functions for
the purpose of facilitating the making of a specific compromise
or arrangement between an insolvent debtor company and its
creditors in order that the company is able to continue its
business.  In contrast, the Canadian Labour Code serves a much
broader and more general purpose.

Mr. Taylor further asserts that claims against the Applicants'
directors arising pursuant to Part III are similarly subject to
compromise in accordance with the CCAA.

                         *   *   *

Mr. Justice Farley approves the amendments to the Claims
Procedures Order.

The Attorney General's proposition with respect to Part III
claims is dismissed.  Mr. Justice Farley, however, confirms that
Part III claims are to be determined by the Claims Officers
pursuant to the Claims Procedure Order.  After the determination,
Part III claimants who are determined to have valid claims may
participate along with other unsecured creditors in voting on the
proposed Plan of Arrangement.

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


AIRGATE PCS: Schedules 3rd Quarter Conference Call for August 12
----------------------------------------------------------------
AirGate PCS, Inc.'s (Nasdaq:PCSA), a PCS Affiliate of Sprint,
third quarter fiscal 2004 conference call is scheduled to begin at
9:00 a.m. Eastern time on Thursday, August 12, 2004.

The live broadcast of AirGate PCS' quarterly conference call will
be available on-line at http://www.airgatepcsa.com/and  
http://www.fulldisclosure.com/

The on-line replay will follow shortly after the call and continue
through September 12, 2004. To listen to the live call, please go
to the Web site at least 15 minutes early to register, download,
and install any necessary audio software.

During this call AirGate PCS will review the Company's financial
and operating results for the third quarter and nine months ended
June 30, 2004.

                        About AirGate PCS

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to  
sell wireless mobility communications network products and   
services under the Sprint brand in territories within three  
states located in the Southeastern United States. The territories  
include over 7.4 million residents in key markets such as  
Charleston, Columbia, and Greenville-Spartanburg, South Carolina;  
Augusta and Savannah, Georgia; and Asheville, Wilmington and the  
Outer Banks of North Carolina.   
  
At March 31, 2004, Airgate PCS, Inc.'s balance sheet shows a   
stockholders' deficit of $91.5 million compared to a $377 million
deficit reported at September 30, 2003.


ALDERWOODS: S&P Assigns 'B' Rating to Proposed $200M Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services it affirmed its 'B+' corporate
credit rating on the funeral home and cemetery operator Alderwoods
Group Inc. and assigned its 'B' debt rating to the company's
proposed $200 million senior unsecured notes due in 2012.  At the
same time, Standard & Poor's also assigned its 'BB-' senior
secured bank loan rating and its '1' recovery rating to
Alderwoods' proposed $75 million revolving credit facility, which
matures in 2008, and to its proposed term loan B, which matures in
2009.  The existing term loan had $242 million outstanding at
March 27, 2004, but will be increased in size. The bank loan
ratings indicate that Standard & Poor's expects a full recovery of
principal in the event of a default, based on an assessment of the
loan collateral package and estimated asset values in a distressed
default scenario.  The company is expected to use the proceeds
from the new financings to redeem $320 million of 12.25% senior
unsecured notes, repay a $25 million subordinated loan, and fund
transaction costs.  As of March 27, 2004, the company had
$614 million of debt outstanding.

The ratings outlook has been revised to positive from stable to
indicate that, in time, the ratings could be raised if Alderwoods
can continue to demonstrate improved operating performance and if
it can sustainably deleverage.  The decline in leverage would give
the company additional financial capacity to weather adverse
competitive factors, such as periodic weaknesses in death rates
and rising consumer preference for lower cost death-care services.

"The low-speculative-grade ratings on funeral and cemetery
services provider Alderwoods Group Inc. reflect its highly
leveraged financial profile, uncertainties related to the longer
term success of a new business plan, and the company's
vulnerability to periods of business weakness," said Standard &
Poor's credit analyst Jill Unferth.  "These factors are mitigated
by the relatively favorable long-term predictability of the
funeral home and cemetery business."

Cincinnati, Ohio-based Alderwoods is the second-largest cemetery
and funeral home operator in North America. As of March 27, 2004,
it had continuing operations that consisted of 661 funeral homes,
77 cemeteries, and 57 combination funeral home-cemeteries.
Alderwoods also operates several insurance subsidiaries--most of
which fund pre-need funerals.

Alderwoods, which has roughly half the revenue base of No. 1
Service Corporation International, grew rapidly through the 1990s.
Known at the time as Loewen Group Inc., the overleveraged company
filed for bankruptcy in 1999 and re-emerged as Alderwoods in
January 2002.  Since its bankruptcy, the company has focused on
consolidating and strengthening its operations.  It acquired a
group of affiliates, The Rose Hills Companies, in 2002.  It has
also divested 187 underperforming properties and real estate
parcels for about $72 million in proceeds.  Within the next few
months, it is also expected to complete the sale of an insurance
subsidiary, Security Plan Life Insurance Company, and additional
non-core assets.  Proceeds, as in the past, are expected to be
used primarily to repay debt.


AMERICAN AIRLINES: Applauds Signing of U.S.-China Aviation Pact
---------------------------------------------------------------
American Airlines issued this statement in response to the signing
in Beijing of a new bilateral aviation agreement between the
United States and China:

    "American Airlines enthusiastically applauds the signing
     of the U.S.-China Aviation Services Agreement of 2004...
     in Beijing, China.  U.S. Secretary of State Colin Powell,    
     U.S. Department of Transportation Secretary Norman Mineta,
     Civil Aviation Administration of China Minister Yang
     Yuanyuan and all of the U.S. and Chinese negotiators who
     worked hard to craft the agreement are to be commended.  
     The new agreement will inject much needed passenger
     capacity and competition into the U.S. and China market
     over the next six years by allowing five new U.S. carriers
     direct access to China.  American Airlines, which has long
     been committed to providing service from the U.S. to China,
     will vigorously compete in the upcoming carrier selection
     proceeding."

U.S. Transportation Secretary Norman Y. Mineta and Civil Aviation
Administration of China Minister Yang Yuanyuan signed a landmark
air services agreement that will more than double the number of
airlines that can fly between the United States and China and will
permit a nearly five-fold increase in U.S.-China air services over
the next six years.

"This agreement opens new routes for travelers and new doors for
American workers," said Secretary Mineta.  "Expanding aviation
opportunities between the United States and China means more U.S.
airlines, businesses and travelers can take advantage of growing
trade between our two rapidly expanding economies."

The new agreement, which was initialed June 18 in Washington,
D.C., will allow five additional airlines from each country to
serve the U.S.-China market over the next six years.  The United
States may name one additional all-cargo airline, while China may
name either a passenger or cargo airline, to start service later
this year.  The importance of additional air cargo services to
China is illustrated by a recent U.S. Department of Transportation
(DOT) study showing that air freight is the fastest growing
segment of the American cargo industry.

As a result of the agreement, DOT on Friday authorized United Air
Lines and Northwest Airlines to operate seven flights each per
week between the United States and China.  Northwest will operate
a new daily flight from Detroit to Guangzhou -- the first U.S.-
carrier passenger service to that city -- with a stopover in
Tokyo, while United will begin a new daily nonstop service between
Chicago and Shanghai.

The agreement will allow a total of 195 new weekly flights for
each country -- 111 by all-cargo carriers and 84 by passenger
airlines -- growing to a total of 249 weekly flights at the end of
a six-year phase-in period.  A total of 14 of these flights will
be available for new U.S. passenger services on Aug. 1 this year.

The signing took place during Secretary Mineta's four-day visit to
China to discuss mutual cooperation on transportation issues.  He
also will travel to Bali, Indonesia, for the 4th Transportation
Ministerial Meeting of the Asia-Pacific Economic Cooperation, to
be held July 26-29.

Secretary Mineta also announced a $500,000 grant from the U.S.
Trade and Development Agency for the U.S.-China Aviation
Cooperation Program, also known as the Wright Brothers
Partnership.  This public-private program will bring together the
U.S. Department of Transportation's Federal Aviation
Administration and a dozen U.S. aviation companies operating in
China to increase awareness of U.S. technology, project standards
and services that will assist China in strengthening its aviation
infrastructure, and improve its aviation safety.  The grant
announced today is the first installment of a total of $1 million
in funding for the partnership.

American Airlines is the world's largest carrier.  American,
American Eagle and the AmericanConnection regional carriers serve
more than 250 cities in over 40 countries with more than 4,200
daily flights.  The combined network fleet numbers more than 1,000
aircraft.  American's award-winning Web site, http://AA.com,
provides users with easy access to check and book fares, plus
personalized news, information and travel offers.  American
Airlines is a founding member of the oneworld(sm) Alliance.

                          *   *   *

As reported in the Troubled Company Reporter's February 13, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC'
rating to AMR Corp.'s $300 million senior convertible notes due
2024 (guaranteed by subsidiary American Airlines Inc.; both rated
B-/Stable/--), a Rule 415 shelf drawdown. The rating is two
notches below the corporate credit rating of AMR, because the
large amount of secured debt and leases relative to AMR's owned
and leased asset base places senior unsecured creditors in an
essentially subordinated position.

"The convertible note offering bolsters AMR's liquidity in advance
of heavy upcoming debt maturities and pension obligations," said
Standard & Poor's credit analyst Philip Baggaley. "The company
continues to make progress on narrowing losses, reflecting mostly
substantial labor cost concessions agreed in April 2003, and on
gradually restoring a weak financial profile," the credit analyst
continued.

The 'B-' corporate credit ratings on AMR Corp. and American
Airlines Inc. reflect a weak financial profile following several
years of huge losses, heavy upcoming debt and pension obligations,
and participation in the competitive, cyclical, and capital-
intensive airline industry.  An improved cost structure following
substantial labor concessions and adequate near-term liquidity are
positives.

AMR's improving operating results and liquidity should enable it
to maintain credit quality consistent with its rating, despite
heavy financial obligations. AMR Corp.'s December 31, 2003,
consolidated balance sheet shows more than $29 billion in
liabilities and shareholder equity has dwindled to $46 million.


ARCHIBALD CANDY: Gordon Brothers Wins Bidding for Laura Secord
--------------------------------------------------------------
Gordon Brothers Group, LLC was chosen the successful bidder for
the assets of Laura Secord with a bid of approximately C$27.6
million at an auction conducted Thursday in Toronto.

Jim Ross, Chief Restructuring Officer of Archibald U.S., said,
"We're very pleased with the outcome of this Court-approved sale
process and believe it benefits everyone concerned. It provides
our financial stakeholders with a fair and market-tested price. In
addition, it provides Laura Secord with the opportunity to
maximize its potential under new and proven ownership."

Mr. Ross continued, "Gordon Brothers will be a great partner for
Laura Secord as it brings more than a century of business
experience to this acquisition. Gordon Brothers is well known for
its merchandising, operational and investment expertise and has a
tremendous track record in the retail sector, having acquired or
invested in companies like The Bargain Shop (of Canada),
Restoration Hardware, Spencer Gifts and Party America."

The auction took place in accordance with the bidding procedures
approved by Canadian and U.S. Courts. It was led by Paragon
Capital Partners, the investment banker advising Archibald U.S.
and Archibald Canada in connection with the sale of the Laura
Secord assets, and the Chicago law firm of Jenner & Block. The
auction was conducted under the supervision of RSM Richter Inc.,
the Interim Receiver appointed by the Court to monitor the Laura
Secord sale process. The auction involved competitive bidding by
two parties that had submitted Qualified Bids under the Court-
approved bidding procedures.

"We're delighted to join forces with one of Canada's premier
brands and long-established retailers," commented Michael Frieze,
CEO of Gordon Brothers. "We look forward to using our operational
and investment expertise to help build the Laura Secord brand."
Mark Schwartz, President of Gordon Brothers, added, "We are
confident that the additional financial resources we are providing
to the business will enable it to achieve significant growth. We
look forward to working with Laura Secord's management team to
expand the Company's presence in the Canadian market."

Mr. Ross added, "I want to thank our professional advisors who
helped create a spirited auction. Paragon Capital Partners, led by
Michael Levy, conducted a highly competitive sale process
culminating in Thursday's event and producing an excellent outcome
for stakeholders. Archibald U.S.'s legal advisors, in addition to
Jenner & Block, included McDermott, Will & Emery and Canadian
counsel Osler, Hoskin & Harcourt LLP."

Mr. Ross continued, "I also want to thank the Laura Secord
management team and staff for their dedication and commitment.
They have transitioned the Company into a stand-alone business
that has achieved positive sales trends and established a platform
for future growth. We wish them well."

Tim Weichel, President of Laura Secord, added "We are pleased to
be working with Gordon Brothers, whose significant expertise and
solid reputation will prove instrumental in helping to take our
business to the next level."

The sale to Gordon Brothers is subject to Court approval. A cross-
border joint hearing of Canadian and U.S. Courts will be held by
video conference today, July 27, 2004 to review and, if deemed
appropriate, to approve the selection of Gordon Brothers as the
successful bidder. Should that approval be granted, it is expected
that the transaction will close on August 9th, 2004.

Founded in 1903, Gordon Brothers Group, LLC
http://www.gordonbrothers.com/-- provides global advisory,  
operating and financial services to companies at times of growth
or restructuring. Through its GB Palladin Capital division, Gordon
Brothers takes a hands-on approach to investing, using its
capital, industry knowledge and expertise to help companies and
managers achieve their goals. The principals of Gordon Brothers
and GB Palladin have served as active investors, directors and
executives in numerous public and private corporations. As such,
they are in a unique position to work with managers on growth or
brand repositioning through improved merchandising and marketing,
more efficient operations and financial management.

Founded in 1913, Laura Secord operates 160 retail shops,
distributes its products in more than 2,000 third party retail
outlets across Canada and has 1,600 employees. Laura Secord's
business is conducted by Archibald Candy (Canada) Corporation, a
wholly-owned subsidiary of Laura Secord Holdings Corporation,
which is a wholly-owned subsidiary of Archibald U.S. Archibald
Candy (Canada) Corporation is not a direct party to Archibald
U.S.'s bankruptcy proceeding. Additional information on Laura
Secord can be found at http://www.laurasecord.ca/


ARIZANT INC: S&P Assigns 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to medical products maker Arizant Inc.  At the same
time, Standard & Poor's assigned its 'B+' rating to Arizant's
$120 million senior secured credit facility, which consists of a
$100 million term loan maturing in 2010 and a $20 million
revolving credit facility maturing in 2009.  Approximately $16
million will be available on the revolving credit facility at the
close of the transaction.

The $120 million senior secured credit facility is being issued as
part of a leveraged buyout by Arizant's equity sponsor, Citigroup
Venture Capital.  Arizant will have approximately $140 million of
debt outstanding at the close of the transaction.

The outlook is stable.

"The speculative-grade ratings on Arizant reflect the company's
limited size and resources and the fact that it serves a niche
market," said Standard & Poor's credit analyst Jordan Grant.  
"After the proposed leveraged management buyout, the company will
also be highly leveraged.  These factors are partially offset by
the company's leading position in the temperature management
market and its consistent growth."

Minneapolis, Minnesota-based Arizant is the leading manufacturer
of perioperative temperature management products.  Its three
product lines include disposable warming blankets used during
surgery, fluid warming devices, and heated hospital gowns.  
Arizant generates largely recurring revenue because disposable
products, which account for more than 90% of its sales, are used
with its growing installed base of fixed warming units.

Traditionally, clinicians have used cotton blankets to combat the
drop in body temperature that occurs when patients are
anesthetized for surgery and water baths to warm fluids that are
to be administered intravenously.

To increase market penetration for its air warming blankets and
fluid warming technology, Arizant will have to continue educating
the physician/patient market of the benefits associated with
maintaining normal body temperature.  These devices can provide
improved post-operative patient comfort and may shorten the length
of hospital stays by reducing the likelihood of complications
associated with body temperature loss.

Arizant has recently launched hospital gowns using the same
forced-air warming technology.  The company targets teaching
hospitals and other influential institutions in an attempt to
achieve long-term adoption of its products.  It has generated
revenue growth averaging more than 10% over the past few years.
Still, its products are not directly reimbursed, and wider product
adoption will require medical practitioners and hospital
purchasing departments to change ingrained habits.

Furthermore, Arizant must compete against larger companies with
greater financial resources in both of its key markets. And
although the company has protected its product innovations with
patents, Arizant is subject to risks associated with changes in
technology.  It will also have to employ a substantial amount of
its cash flow to service future debt, and this will somewhat limit
its financial flexibility.


ASTROPOWER INC: Selling Spanish Subsidiary to Elecnor, S.A.
-----------------------------------------------------------
AstroPower Inc. filed a Motion with the U.S. Bankruptcy Court for
the District of Delaware asking the Court to approve an agreement
under which 100% of the equity of Aplicaciones Techicas de la
Encergia, S.L.(Atersa), AstroPower's Spanish subsidiary, will be
sold to Elecnor, S.A.., a Spanish concern.

The transaction with Elecnor will be subject to competitive
bidding and Bankruptcy Court approval.  If approved, the parties
hope to close in the early part of third quarter 2004.  AstroPower
sold certan of its U.S. business assets to GE Energy in the first
quarter of 2004.  The sale of Atersa is the last major asset to be
sold by AstroPower.  The net proceeds from the sale to Elecnor
coupled with the net sales proceeds from the sale to GE Energy
will be used to repay some of the Company's outstanding
obligations.  Management anticipates that the combined proceeds
will be sufficient to allow at least a modest return to the
Company's unsecured creditors, although it is unlikely that there
will be any return to the Company's shareholders.

AstroPower Inc. produces the world's largest solar electric
(photovoltaic) cells and a full line of solar modules.  The
Company filed for chapter 11 protection (Bankr. Del. Case No.
04-10322) on February 1, 2004.  Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, represents the Debtor.  AstroPower
reported more than $100 million in assets and liabilities in its
bankruptcy petition.  


BIO-RAD LABS: Will Report 2nd Quarter 2004 Results on August 5
--------------------------------------------------------------
Bio-Rad Laboratories, Inc. (Amex: BIO; BIOb) will report financial
results for the second quarter 2004 on Thursday, August 5, 2004,
after the close of the market.  The Company will discuss these
results in a conference call scheduled for 2:00 p.m. PT (5:00 p.m.
ET) that day.

Interested parties can access the call by dialing 800-901-5218 (in
the U.S.), or 617-786-4511 (international), access number
89936051.  

The live web cast can be accessed at http://www.bio-rad.com
A replay of the call will be available at 888-286-8010 (in the
U.S.), or 617-801-6888 (international), access number 73327988,
for seven days following the call and the web cast can be accessed
at http://www.bio-rad.comfor 30 days.

Bio-Rad Laboratories, Inc. (S&P, BB+ Corporate Credit Rating,
Stable Outlook) -- http://www.bio-rad.com-- is a multinational  
manufacturer and distributor of life science research products and
clinical diagnostics.  It is based in Hercules, California, and
serves more than 70,000 research and industry customers worldwide
through a network of more than 30 wholly owned subsidiary offices.


BORDEN CHEM: Achieves 11% Growth in Q2 Sales & Operating Income
---------------------------------------------------------------
Borden Chemical reported strong growth of 11 percent in both sales
and operating income for its second quarter ended June 30, 2004.
Total sales for the period were $413 million versus $371 million
for the previous year period, with the increase resulting largely
from higher sales volumes and selling prices. Sales volumes for
the quarter increased 8 percent, reflecting continuing improvement
in domestic and international wood and industrial markets.

Operating income for the quarter was $22.3 million versus $20
million for the previous year period, driven by strong growth in
sales volumes across major business segments.

Earnings before interest, taxes, depreciation and amortization
(Segment EBITDA), adjusted for business realignment, impairments,
non-operating expense and certain other operating expense items
was $41 million, a 20 percent improvement over the second quarter
2003. (Segment EBITDA, previously termed Adjusted EBITDA, is
considered by management to be a key measure of operating
performance. Additional detail regarding this metric and a
reconciliation of Segment EBITDA to generally accepted accounting
principles, or GAAP, is included as part of this press release.)

"Our second quarter operating results continue our positive
performance this year, with excellent growth in sales volumes,
operating income and earnings as measured by Segment EBITDA," said
Craig O. Morrison, president and chief executive officer. "Strong
cash flow from operations of $21.5 million was 82 percent higher
than during the same period last year, enabling us to pay down $8
million in debt and fund $12 million in capital expenditures.

"As we move into the third quarter, we are excited about the
strong performance of our business and about our upcoming sale to
Apollo Management, which is committed to continued growth for
Borden Chemical."

On July 5, Borden Chemical entered into a definitive agreement for
sale of the company to Apollo Management, LP. The sale is
anticipated to close in the third quarter. As a result of the
agreement, a previously filed registration statement with the
Securities and Exchange Commission for an initial public offering
of the company's common stock has been suspended.

On a net income basis, Borden Chemical incurred a loss for the
second quarter period of $132 million, or 66 cents per share,
compared with net income of $20.2 million, or 10 cents per share
for the second quarter 2003. The second quarter loss includes the
impact of charges related to the pending sale of the company to
Apollo Management, LP, and the recently terminated initial public
offering of common stock.

These charges include a non-cash charge of $137.1 million related
to the company's ability to utilize net deferred tax assets on a
go-forward basis. The change in ownership will result in statutory
and structural limitations on the company's ability to use
deferred tax assets, resulting in the charge. They also include
one-time charges of $7.2 million related to the sale of the
company and the previously planned stock offering.

Through the first six months of the year, Borden Chemical had
sales of $798.4 million versus sales of $720 million for the same
period in 2003. Operating income through six months was $43.1
million versus $27.2 million in 2003, while Segment EBITDA through
six months was $75.9 million, versus $54.7 million for the same
period in 2003. The company had a net loss of $127.1 million for
the six-month period, including the second quarter tax charge,
versus net income of $16.7 million for the same period last year.

                     Business Segment Results

                  North American Forest Products

North American Forest Products net sales increased $22.2 million,
or 11 percent in the second quarter 2004 compared to the second
quarter 2003, while Segment EBITDA increased $4.9 million, or 20
percent. The sales increase resulted from improved volumes
reflecting strong demand for resins and continued strength in the
board markets including housing, remodeling and furniture. The
Segment EBITDA increase primarily reflects the sales volume
improvement with purchasing productivity and foreign currency
exchange also contributing to the increase.

                North American Performance Resins

North American Performance Resins net sales increased $12.4
million, or 13 percent, in the first quarter of 2004 compared to
2003 due primarily to improved volumes and increased selling
prices. Volume improvements in the foundry resins, electronics and
industrial resin businesses were partially offset by volume
declines in the laminate and melamine derivatives and oilfield
products segments. Segment EBITDA decreased $255,000, or 2
percent, as the volume increases were more than offset by
competitive pricing pressures, product mix and investments
supporting geographic expansion and new product development.

                     International Operations

International net sales increased $7.7 million, or 10 percent, in
the second quarter of 2004 compared to the same period in 2003.
Improved volumes in Latin America and Europe were offset by
adverse product mix in Europe, while the positive impact of
foreign currency translation and the 2003 acquisition of Fentak
Pty. Ltd. also were factors in the increase. Segment EBITDA
increased $376,000, or 5 percent, reflecting improved volumes and
benefits from a European restructuring that occurred last year.

                Segment EBITDA to GAAP Reconciliation

In documents previously filed with the Securities and Exchange
Commission, Adjusted EBITDA was the term used to describe our
segment performance measure. On an ongoing basis, we will describe
our segment performance measure as Segment EBITDA. Borden Chemical
uses Segment EBITDA as the primary measure of its performance
because management believes it provides a more complete
understanding of the company's financial condition and operating
results. Management uses Segment EBITDA to calculate various
financial ratios and to measure company performance, and believes
some debt and equity investors also utilize this metric for
similar purposes. Segment EBITDA is intended to show unleveraged,
pre-tax operating results. This is the profitability measure the
company uses to set management and executive compensation. Segment
EBITDA is not intended to represent any measure of performance in
accordance with generally accepted accounting principles, or GAAP,
and Borden Chemical's calculation and use of this measure may
differ from other companies. This non-GAAP measure should not be
used in isolation or as a substitute for a measure of performance
or liquidity and should not be considered an alternative to net
income under GAAP for purposes of evaluating our results of
operations, prepared in accordance with GAAP.

                      About Borden Chemical

Based in Columbus, Ohio, Borden Chemical is a global source for
industrial resins and adhesives, formaldehyde, UV-light curable
coatings and adhesives, and other specialty products serving a
broad range of markets including the forest products,
construction, oilfield, composites, electronics, automotive and
foundry industries. You can find Borden Chemical on the web at
http://www.bordenchem.com/

                           *   *   *

As reported in the Troubled Company Reporter's July 8, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
Borden Chemical Inc., including the 'BB' corporate credit rating,
on CreditWatch with negative implications, citing the announcement
that Apollo Management LP will acquire Borden Chemical.

Columbus, Ohio-based Borden Chemical has about $551 million of
total debt outstanding.

"The CreditWatch placement follows the announcement that Apollo
Management LP has entered into a definitive agreement to acquire
Borden Chemical for approximately $1.2 billion, including the
assumption of outstanding debt," said Standard & Poor's credit
analyst Peter Kelly. "The ratings on Borden Chemical could be
lowered if, as anticipated, the financial structure resulting from
the proposed transaction reflects a significant increase in
leverage." More aggressive financial policies employed by new
management could also impact credit quality.


BORDEN CHEMICAL: Subsidiaries Intend to Offer Sr. Secured Notes
---------------------------------------------------------------
Borden U.S. Finance Corp. and Borden Nova Scotia Finance, ULC,
Borden Chemical, Inc.'s wholly owned finance subsidiaries, intends
to offer through a private placement an aggregate of $475 million
of Second-Priority Senior Secured Floating Rate Notes Due 2010 and
Second-Priority Senior Secured Notes Due 2014, subject to market
conditions.

The Senior Secured Notes will be guaranteed by Borden Chemical and
certain of its domestic subsidiaries. The Senior Secured Notes and
the related guarantees will be senior obligations secured by a
second-priority lien, subject to certain exceptions and permitted
liens, on certain of Borden Chemical's and its subsidiaries'
existing and future assets. The Floating Rate Notes will have a
six-year maturity with interest payable in cash. The Fixed Rate
Notes will have a ten-year maturity with interest payable in cash.
The Senior Secured Notes will be offered within the United States
only to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, and, outside the United States, only
to non-U.S. investors in reliance on Regulation S.

Borden Chemical stated that it intends to use the net proceeds of
the offering to:

     (1) pay a majority of the cash portion of the purchase price
         for the acquisition by BHI Investment, LLC, an affiliate
         of Apollo Management, L.P., of all of the outstanding
         capital stock of Borden Holdings, Inc., the parent
         company of Borden Chemical,

     (2) repay certain of its existing debt and

     (3) pay related transaction fees and expenses.

The Senior Secured Notes to be offered have not been registered
under the Securities Act of 1933, as amended, or any state
securities laws, and unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements. This press release shall
not constitute an offer to sell or a solicitation of an offer to
buy such Senior Secured Notes and is issued pursuant to Rule 135c
under the Securities Act of 1933.

                      About Borden Chemical

Based in Columbus, Ohio, Borden Chemical is a global source for
industrial resins and adhesives, formaldehyde, UV-light curable
coatings and adhesives, and other specialty products serving a
broad range of markets including the forest products,
construction, oilfield, composites, electronics, automotive and
foundry industries. You can find Borden Chemical on the web at
http://www.bordenchem.com/

                           *   *   *

As reported in the Troubled Company Reporter's July 8, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
Borden Chemical Inc., including the 'BB' corporate credit rating,
on CreditWatch with negative implications, citing the announcement
that Apollo Management LP will acquire Borden Chemical.

Columbus, Ohio-based Borden Chemical has about $551 million of
total debt outstanding.

"The CreditWatch placement follows the announcement that Apollo
Management LP has entered into a definitive agreement to acquire
Borden Chemical for approximately $1.2 billion, including the
assumption of outstanding debt," said Standard & Poor's credit
analyst Peter Kelly. "The ratings on Borden Chemical could be
lowered if, as anticipated, the financial structure resulting from
the proposed transaction reflects a significant increase in
leverage." More aggressive financial policies employed by new
management could also impact credit quality.


CENTURY/ML CABLE: Court Extends Exclusive Periods to September 30
-----------------------------------------------------------------
Judge Gerber extends Century/ML Cable Venture's period in which
to file a plan of reorganization to and including September 30,
2004.  Century/ML cable obtained a concomitant extension of right
to solicit acceptances of that plan to and including November 30,
2004.

The Court also modifies exclusivity to permit ML Media
Partners, LP, and Century Communications Corporation to file and
solicit acceptances of a reorganization plan for Century/ML.  ML
Media and Century Communications are partners in Century/ML
pursuant to an Amended and Restated Joint Venture Agreement dated
January 1, 1994.

Century Communications is a debtor in a Chapter 11 case pending
before the U.S. Bankruptcy Court for the Southern District of New
York and affiliated with Adelphia Communications Corporation.

            Outstanding Litigation Between the Partners

In March 2000, ML Media commenced an action before the Supreme
Court of the State of New York, New York County, against Century
Communications, ACOM and Century Communications' immediate
parent, Arahova Communications, Inc., which is one of the ACOM
Debtors.  ML Media alleged various breaches of the terms and
conditions of the JV Agreement, including ACOM's alleged
exclusion of ML Media from management of the cable television
systems, as well as ACOM's purported wrongful interference with
ML Media's right to request a sale of its interest in Century/ML.

On December 13, 2001, the parties negotiated a settlement
suspending the Original State Court Action and entered into a
Leveraged Recapitulation Agreement, which provides for
Century/ML's purchase of ML Media's 50% interest.

ML Media has contended that two independent acceleration events
occurred under the Recap Agreement, which obligated ACOM to
redeem ML Media's interest for $279.8 million plus interest and
fees.  ACOM, Century Communications and Century/ML disputed each
of the contentions.  The Recap Dispute over whether there has
been an acceleration of the closing date under the Recap
Agreement, as well as whether the Recap Agreement is voidable as
a fraudulent conveyance, is currently before the Court.

                        Protocol Agreement

To ensure that Century/ML's operations are not paralyzed, Century
Communications, ML Media, and Century/ML's counsel, Morgan,
Lewis & Bockius, LLP, discussed and formulated a detailed protocol
dated August 27, 2003, to provide guidelines for situations where
a potential impasse may arise.  The intent of the Protocol is to:

    -- allow Century/ML to function;

    -- ensure that Century/ML's rights, assets and values are
       fully protected; and

    -- ensure that Morgan Lewis has clear instructions on how it
       should act or refrain from acting if an impasse occurs.

The Court approved the Protocol on December 12, 2003.

                          Exclusivity Dispute

Whether Century/ML's Exclusive Periods should be further extended
or terminated has been an issue of controversy for some time.
Century Communications has been in favor of extending
Century/ML's Exclusive Periods while ML Media has wanted to
terminate exclusivity so it may file a plan for Century/ML.  The
Partners, according to Richard S. Toder, Esq., at Morgan Lewis &
Bockius, LLP, in New York, agreed to a number of short extensions
of time to the Exclusive Periods.

However, on March 10, 2004, there was uncertainty as to whether
the Partners were able to reach agreement on further extensions
in Century/ML's Exclusive Periods.  Consistent with the Protocol,
Century/ML's management board met to discuss the issue.  At the
meeting, ML Media opted to terminate the Exclusive Periods
because it had located a potential purchaser of 100% of the stock
of Century/ML and its non-debtor subsidiary, Century/ML Cable
Corp.  ML Media found the offer attractive.  Century
Communications, on the other hand, opposed the sale of Century/ML
and the Subsidiary.

                   Morgan Lewis' Recommendation

Consistent with the Protocol, Morgan Lewis reviewed the proposed
sale and determined whether the action is beneficial to
Century/ML and its estate, or would prejudice Century/ML.  Morgan
Lewis recommended that the best course of action is to extend
Century/ML's Exclusive Periods and modify the exclusivity to
permit Century Communications and ML Media to propose a plan for
Century/ML.

Morgan Lewis gives the Court four good reasons to accept this
Recommendation:

    (1) Because of the current litigation, a stalemate essentially
        prevails and the likelihood of the Partners reaching
        agreement on a Century/ML plan in the near future is
        modest;

    (2) Current market conditions in the cable business are
        favorable such that a high purchase price is likely to
        result from a disposition which market conditions may not
        continue indefinitely;

    (3) Modifying exclusivity on a limited basis is unlikely to
        cause harm to Century/ML or its Estate; and

    (4) Modifying exclusivity and conducting a sale process in
        the context of a plan should not adversely affect the
        potential for a consensual resolution of the existing
        litigation between the Partners and could serve as an
        encouragement to the resolution.

Mr. Toder explains that modification of exclusivity will
facilitate plan progress, and at the same time avoid the
possible chaos that might result if exclusivity was
completely terminated.

Century/ML Cable Venture filed for Chapter 11 protection on
September 30, 2002 (Bankr. S.D.N.Y. Case No. 02-14838).  
Century/ML Cable Venture is a New York joint venture of Century
Communications Corporation, a wholly owned indirect subsidiary of
Adelphia Communications Corporation, and ML Media Partners, LP.
It holds the the cable franchise in Leviton, Puerto Rico.
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 Century and ACOM Debtors. (Adelphia Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


CINCINNATI BELL: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
incumbent local exchange carrier Cincinnati Bell Inc., including
the 'B+' corporate credit rating.  All ratings were removed from
CreditWatch, where they were placed with negative implications on
March 16, 2004 due to concerns that the company's restatement of
revenues, cost of services, and net income for each of the years
from 2000 through 2003 would bring about regulatory scrutiny.  The
outlook is negative.  The affirmation is based on the view that
the potential for a material investigation by regulators into
accounting practices at Cincinnati Bell has significantly
diminished given that the company has completed a comprehensive
internal investigation and that bank lenders have given their
waiver to the technical default caused by the previous
restatements.  Cincinnati Bell had total debt of about
$2.3 billion after adjusting for operating leases at March 31,
2004.

In addition, a recovery rating of '2' has been assigned to
Cincinnati Bell's $918 million secured bank loan and $50 million
of senior secured notes.  Both the loan and notes are rated 'B+',
at the same level as the corporate credit rating.  The '2'
recovery rating indicates the expectation for a substantial
recovery of principal (80%-100%) in the event of a default.

Separately and independent of the rating affirmation, Standard &
Poor's raised its rating on about $250 million of unsecured notes
issued by Cincinnati Bell Telephone Co., the company's ILEC
subsidiary, to 'BB-' from 'B+'.  The notching of the rating on
this debt takes into account the superior structural positioning
of these notes, the low likelihood of significant additional debt
at Cincinnati Bell Telephone due to tight regulatory oversight,
and substantial asset coverage.  The high level of protection
(unusual for an unsecured speculative-grade issue) afforded by
these factors in aggregate derives from Cincinnati Bell's rating
history.  The notes were issued at the Cincinnati Bell Telephone's
operating company level when it still enjoyed a 'AA-' corporate
credit rating due to its well-protected market position.  
Historically, such investment-grade telephone companies often
issued unsecured debt at the regulated subsidiary.  Cincinnati
Bell Telephone's ratings were lowered to speculative grade in 2000
in the aftermath of the parent's entrance into the long-haul data
business by acquiring IXC Communications Services Inc. (later
Broadwing Communications Inc.) and increasing the consolidated
debt load to more than $2.3 billion from less than $400 million,
with much of the increase accounted for by bank debt.  As state
regulators would only allow the bank loan to be secured against
the stock and not the assets of Cincinnati Bell Telephone, this
led to the unusual situation of the unsecured Cincinnati Bell
Telephone notes having recovery prospects superior to the bank
loan.  Standard & Poor's expects regulators to continue to
restrict Cincinnati Bell Telephone from incurring material
additional financial obligations.

"Ratings on Cincinnati Bell take into consideration such concerns
as the company's aggressive leverage, prospects of facing
increased competition in its single and mature market, and, to a
meaningfully lesser degree, the potential financial impact of
investor lawsuits in the event they are unfavorably resolved,"
said Standard & Poor's credit analyst Michael Tsao.

"The fact that management is taking measures to protect its
competitive position, as well as the expectation that Cincinnati
Bell will continue to generate sizable free cash flow despite
increased competitive pressure, somewhat mitigates these
concerns."  Aggressive leverage of about 4.8x debt to annualized
EBITDA for the quarter ended March 31, 2004, is a legacy of the
Broadwing Communications transaction.  Although Broadwing
Communications was divested in 2003, proceeds of about $92 million
were minimal compared with the remaining Broadwing Communications-
related debt of about $2 billion.


COLE NATIONAL: Moulin Int'l Will Not Push Through With Merger
-------------------------------------------------------------
Moulin International Holdings Limited, a world leading integrated
manufacturing distributor of eyewear, will not proceed at this
time with its proposed bid to acquire Cole National Corporation.

On July 13, 2004, Moulin submitted a revised proposal to acquire
Cole National in a merger at the price of US$25.00 per share in
cash.  Subsequently on July 15, 2004, Luxottica Group S.p.A.
raised its offer to US$27.50 per share in cash.  Following a press
release issued by Cole National on July 22, 2004 announcing that
Cole National stockholders voted to approve the merger agreement
with Luxottica, Moulin will not at this time proceed with its
proposed bid.

Mr. Cary Ma, Chief Executive Officer of Moulin, said, "Despite the
complexity of the transaction, Moulin successfully received
commitments for over HK$6,000,000,000 in debt and equity financing
to support our bids for Cole National.  We have always considered
a price of US$25 per share to be a reasonable valuation of the
company, and therefore it is not in the interest of Moulin or it's
shareholders to pursue a higher bid." Mr. Ma continued, "The
substantial efforts made during the [Cole National] acquisition
process have demonstrated Moulin's capabilities and resources
which we will use to pursue other attractive investment and
acquisition opportunities.  We are proud of our efforts and look
forward to the next opportunity."

Mr. Ma Bo Kee, Chairman of Moulin, concluded, "Moving downstream
into the retail sector is an important growth strategy in our
international arena.  Going forward, we will continue to
aggressively explore possible acquisition, merger and business
combination opportunities in the optical retail market.
Expansion into retail will allow the company to control the entire
supply chain network, creating substantial synergies that can
secure long-term profitability.  Taking this opportunity I would
like to thank the management and employees for their dedication
and efforts throughout the bidding process.  Our team remains
strong and we are as confident in our ability to carve a lasting
niche for the company in the global eyewear market."

As previously announced, in January 2004 Cole National entered
into a merger agreement with Luxottica Group S.p.A. pursuant to
which Luxottica would acquire Cole National in a merger at a price
of $22.50 per share in cash.  On April 15, 2004, Moulin submitted
an unsolicited offer to acquire Cole National in a merger at a
price of $25.00 per share in cash, several days before Cole
National's previously scheduled special meeting of stockholders to
consider the Luxottica merger.  On May 13, 2004, Cole National
announced that Moulin had informed the Company that one of
Moulin's financing sources was not prepared to provide senior debt
financing on the terms originally proposed, and that Moulin was
continuing to evaluate alternatives, which could allow Moulin's
proposal to proceed.

                         About Moulin

Moulin is engaged in the design, manufacture, distribution and
retail of quality eyewear products to customers worldwide. The
Group has effectively built a comprehensive global distribution
network operating in over seventy countries worldwide, driven by
major market subsidiaries in Europe, the United States and the
Asia Pacific region.  Moulin is the largest eyewear manufacturer
in Asia and the third largest worldwide, with production volumes
exceeding fifteen million frames per year.

                      About Cole National

Cole National Corporation, (NYSE:CNJ) is a worldwide $1 billion
company; a leader in the vision care and personalized gift
business with more than 2,900 locations.

Cole National is Cole Vision and Things Remembered and has a 21%
interest in Pearle Europe, one of the largest optical retailers in
Europe. HAL Holding N.V., a Dutch investment company, is the
majority shareholder of Pearle Europe.

                          *   *   *

As reported in Trouble Company Reporter April 21, 2004 edition,
Standard & Poor's Ratings Services revised its CreditWatch
implications on the ratings for Cole National Group Inc.
(including the 'BB-' corporate credit rating) to developing from
positive.  The CreditWatch revision follows the announcement that
Cole National Corp., the parent of Cole National Group, has
received an unsolicited acquisition offer from Moulin
International Holdings (unrated) to acquire Cole National for
about $450 million.  About $275 million in rated debt is affected.
The proposal contemplates that HAL Holding N.V., which owns about
19.2% of Cole National's outstanding shares, will provide
substantial financing for the transaction, including the purchase
of certain assets of Cole National at the closing of the proposed
merger.


COMMITTEE BAY: Board Approves Plan to Grant Directors Equity
------------------------------------------------------------
Committee Bay Resources Ltd. reports that, subject to regulatory
approval, the Board of Directors has approved the grant of stock
options pursuant to its Stock Option Plan to acquire an aggregate
of 2,620,000 common shares, of which stock options to acquire an
aggregate of 2,300,000 Common Shares will be granted to directors,
officers and investor relations representatives of Committee Bay.  
The options will have an exercise price of $1.59 per share or such
lower price as may be permitted under the policies of the TSX
Venture Exchange and will expire five years from the date of the
grant.  These options will be subject to vesting in accordance
with policies of the TSX Venture Exchange.

The Board of Directors has also approved an application to the
Exchange to re-price stock options previously granted to employees
and consultants from $1.93 to $1.59 per share.

Committee Bay Resources holds greater than 2.8 million acres of
prospective ground in the eastern arctic.  In addition to the
C$7.1 million to be spent with joint venture partner Gold Fields
Limited on the Committee Bay project another $C2.0 million will be
spent on diamond and gold exploration this year.  Gold Fields
Limited, through a subsidiary, is funding all gold exploration on
the Committee Bay Project as part of its option to earn a 55 %
interest in the property by spending US$5.0 million over the next
4 years. Committee Bay Resources Ltd. is the operator.  

As of March 31, 2004, Committee Bay posts a stockholders' deficit
of C$1,118,554 compared to a deficit of C$797,092 at December 31,
2003.


COVANTA ENERGY: Federal Insurance's Claim Allowed for $275,000
--------------------------------------------------------------
Federal Insurance Company issued a surety bond guaranteeing  
performance of the Covanta Energy and its debtor-affiliates'
obligations relating to their engineering, procurement and
construction contract with Tampa Bay Water.  As of July 13, 2004,
Federal has made payments under the Bond to subcontractors and
materialmen for unpaid services and invoices.  Federal also
incurred certain legal and expenses relating the Bond.

Federal filed Claim No. 4618 for previous payments under the Bond  
as well as for potential related claims.  Claim No. 4618 was  
filed as a contingent and partially unliquidated claim.

The Debtors and Federal previously agreed that Federal would  
retain its subrogation and equitable lien rights.  Those rights  
will attach to the Final Settlement Payment pursuant to the Tampa  
Bay Water Settlement Agreement.

In another Court-approved stipulation, the Debtors and Federal  
agree that Claim No. 4618 will be liquidated, fixed and allowed  
for $275,000.  The Claim will be paid in full from the Final  
Settlement Payment.

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)    


CROWN CIRCUITS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Crown Circuits, Inc.
        6070 Avenida Encinas
        Carlsbad, California 92009

Bankruptcy Case No.: 04-06535

Type of Business: The Debtor is a retailer of printed circuits
                  equipment and supplies.
                  See http://www.crowncircuits.com/

Chapter 11 Petition Date: July 23, 2004

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Michael T. O'Halloran, Esq.
                  1010 Second Avenue, Suite 1727
                  San Diego, CA 92101
                  Tel: 619-233-1727
                  Fax: 619-233-6526

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Payroll taxes             $400,000
Insolvency Group 2
880 Front St.
San Diego, CA 92101-8869

Edilberto Arucan              Labor compensation        $148,000
                              award

ITC Intercircuit              Vendor                    $110,605

Union Bank                    Equipment and             $400,000
                              machinery used to
                              manufacture circuit
                              boards.
                              Secured: $300,000

State Board of Equalization   Sales tax audit            $67,000
                              assessment

SDG&E                         Utility services           $43,000

San Diego County Treasurer    Property taxes             $41,661

ECMG Group-SOMACIS            Vendor                     $38,280

E.D.D.                        Payroll taxes              $37,000

State Compensation Ins. Fund  Insurance                  $30,495

HealthNET                     Insurance                  $25,405

Robert Shipley, Esq.          Legal fees                 $20,000

Bank Americard Visa           Credit card debt           $17,000

Wells Fargo Visa              Credit card debt           $15,700

JY Circuit, Inc.              Vendor                     $11,570

Parker Boiler Co.             Vendor                      $9,781

Rohn and Haas Electronic Mat  Vendor                      $8,708

Union Bank Mastercard         Credit card debt            $6,200

MicroCraft Inc.               Vendor                      $5,102

VJ Electronics                Vendor                      $5,048


DOMAN INDUSTRIES: Amends Plan of Compromise & Arrangement
---------------------------------------------------------
Doman Industries Limited reports that certain technical or
administrative amendments were made to the Plan of Compromise and
Arrangement filed in connection with proceedings under the
Companies' Creditors Arrangement Act.

The technical amendments to the Plan may be obtained by accessing
the Company's website at http://www.domans.com/

                     About the Company

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

At June 30, 2004, Doman Industries' balance sheet showed a
stockholders' deficit of $490,610,000 compared to a deficit of
$417,125,000 at December 31, 2003.


DOMAN INDUSTRIES: Second Quarter EBITDA Widens to $47 Million
-------------------------------------------------------------
Doman Industries Limited reported the Company's second quarter
2004 results.
                             EBITDA

EBITDA in the second quarter of 2004 was $47.0 million compared to
$15.8 million in the immediately preceding quarter and negative
$19.9 million in the second quarter of 2003. The significant
improvement in EBITDA for the current quarter reflects higher
prices for lumber and pulp, combined with lower costs. EBITDA for
the first half of 2004 was $62.9 million compared to negative $1.5
million for the same period in 2003.

                Earnings from Continuing Operations

The net loss for the second quarter of 2004 was $23.5 million
compared to a net loss of $39.2 million in the immediately
preceding quarter and net earnings of $19.5 million in the second
quarter of 2003.

Contributing to the net loss for the second quarter of 2004 was an
unrealized foreign exchange loss of $15.1 million on the
translation of debt denominated in US dollars. This compares with
a foreign exchange loss of $10.0 million in the immediately
preceding quarter and a foreign exchange gain of $81.0 million in
the second quarter of 2003.

The net loss for the first half of 2004 was $62.7 million compared
to a profit of $75.1 million for the same period in 2003.
Contributing to the net loss for the first half of 2004 was an
unrealized foreign exchange loss of $25.1 million on US dollar
debt compared to a gain of $154.9 million for the same period in
2003. Interest expense for the first half of 2004 was $60.4
million compared to $47.2 million for the same period in 2003.

Financial restructuring costs for the second quarter of 2004 were
$5.0 million and for the six months to June 2004 totalled $8.3
million.

                      Solid Wood Segment

Sales in the solid wood segment increased to $175.2 million in the
current quarter from $110.4 million in the same period of 2003
reflecting higher sales volumes for lumber and logs and higher
average sales realizations for lumber. For the six months year to
date, sales in the solid wood segment were $294.6 million compared
to $224.0 million for the same period in 2003.

EBITDA for the solid wood segment in the second quarter was $37.0
million compared to $17.7 million in the previous quarter and
$(4.4) million in the same quarter of 2003. The average lumber
price (before deducting softwood duties and freight) was $675 per
mfbm in the second quarter compared to $572 per mfbm in the
previous quarter and $519 per mfbm in the second quarter of 2003.
Logging operations were fully under way in the second quarter.
Production of 1,158 km(3) increased from 769 km(3) in the previous
quarter and 754 km(3) in the second quarter of 2003. A new market-
based timber pricing system that became effective in February 2004
is expected to reduce stumpage fees by approximately $8 per cubic
metre.

                       NBSK Pulp Segment

Pulp sales for the quarter were $52.3 million compared to $39.1
million in the same quarter of 2003. The average list price of
NBSK pulp, delivered to Northern Europe, was US $650 per ADMT in
the second quarter of 2004 compared to US $550 per ADMT in the
same quarter of 2003.

EBITDA for the pulp segment in the quarter was $12.2 million
compared to $0.1 million in the previous quarter and $(14.0)
million in the second quarter of 2003. The Squamish pulpmill
operated for 91 days in the second quarter of 2004, producing
72,040 ADMT.

    Changes in Cash Flows, Financial Position and Liquidity

Cash flow from continuing operations in the second quarter of
2004, before changes in non-cash working capital, was $4.3 million
compared to $(16.5) million in the previous quarter and $(46.9)
million in the second quarter of 2003. After changes in non-cash
working capital, cash provided by continuing operations in the
second quarter of 2004 was $(2.4) million compared to $2.8 million
in the previous quarter and $(24.6) million in the second quarter
of 2003.

Additions to property, plant and equipment in the second quarter
were $13.0 million of which $11.5 million was for road
construction in the logging sector.

Bank indebtedness increased by $11.4 million in the quarter in
part to finance working capital which increased by $32.9 million
(excluding accrued interest on the Company's outstanding bond
indebtedness for which interest payments are stayed under the
Company's CCAA proceedings).

The Company's cash balance at June 30, 2004 was $17.9 million. In
addition, $17.6 million was available under its revolving credit
facility.

                       Markets and Outlook

Lumber prices in the US as measured by SPF 2x4 lumber averaged
approximately US $437 per mfbm in the second quarter of 2004
compared to US $370 per mfbm in the previous quarter and US $247
per mfbm in the second quarter of 2003. While U.S. housing start
figures for June showed some softening from the highs seen
recently, overall housing activity is expected to remain at strong
levels. Despite favourable rulings for Canada from NAFTA and WTO
panels, a satisfactory resolution to the softwood lumber dispute
has still to be reached and the uncertainty that this creates
continues to trouble and frustrate the BC lumber industry.

NBSK pulp markets continued strengthening in the quarter with list
prices to Europe ending the second quarter at US $655. The market
is expected to remain relatively stable in the third quarter and
strengthen further later in the year.

                   Sale of Port Alice Pulpmill

On May 11, 2004 a sale of the Port Alice pulpmill to Port Alice
Specialty Cellulose Inc., a subsidiary of LaPointe Partners, Inc.,
was approved by the Supreme Court of British Columbia, with
closing on the same date. Under the purchase and sale agreement,
the purchaser acquired for one dollar substantially all the assets
used primarily or exclusively in the Port Alice mill, including
$2.73 million of adjusted working capital (as defined) and the
assumption of outstanding obligations relating to the pulpmill,
including employee and pension liabilities.

In the attached financial statements the assets, liabilities and
operating results of Port Alice are separately disclosed and
referred to as discontinued operations. The loss from discontinued
operations was $5.6 million in the quarter ended June 30, 2004 and
$10.8 million for the year to date.

                        Restructuring

On June 7, 2004 a creditors meeting was held, in connection with
proceedings under the Companies' Creditors Arrangement Act to
consider the Plan of Compromise and Arrangement. The creditors
overwhelmingly voted to approve the Plan. KPMG Inc., the monitor
appointed by the Supreme Court of British Columbia under the CCAA,
confirmed that approximately 97.75% of the number of affected
creditors that voted at the meeting, holding approximately 99.98%
of the total value of the claims, voted to approve the Plan.

On June 11, 2004 the Supreme Court of British Columbia issued an
order sanctioning the Plan. Implementation of the Plan is expected
to occur on or about July 27, 2004 and the stay of proceedings was
extended to the earlier of the end of the business day after the
Plan implementation day and July 31, 2004.

Shareholders of the Company on the Plan implementation day are
entitled to receive Class C Warrants of Western Forest Products
Inc., the company that will operate the successor business to the
Company. Each Class C Warrant entitles the holder to purchase one
common share of Western Forest, is non-transferable and has a five
year term, subject to certain early termination provisions. The
Class C Warrants will not be listed. Shareholders will receive no
other securities under the Plan.

The holders of Class A Common Shares and the Class B Non-Voting
Shares, Series 2 are entitled to receive on a pro rata basis, in
the aggregate, 45% of the Class C Warrants. The holders of the
Class A Preferred Shares are entitled to receive on a pro rata
basis, in the aggregate, 55% of the Class C Warrants.

The Class C Warrants will be issuable in three tranches, for 10%
of the fully-diluted shares of Western. (Tranches 1, 2 and 3 will
be exercisable for 2%, 3% and 5% of the fully-diluted shares of
Western, at equity strike prices of $417.3 million, $667.3 million
and $867.3 million, respectively).

The Company has been advised that the Toronto Stock Exchange will
halt trading in the Class A and Class B Shares from noon on July
27, 2004, which halt is expected to remain following the
implementation of the Plan until the stay of proceedings imposed
under the CCAA Court order is lifted, at which time the Class A
and B Shares will be delisted from the Toronto Stock Exchange.

Rick Doman stated: "I am very pleased with the significant
improvement in EBITDA in the second quarter. With the overwhelming
approval by the creditors of the Company's restructuring Plan, the
lengthy reorganization process will be concluded at the end of
July. The timing of emergence from CCAA, with strong markets for
lumber and pulp, combined with the rationalization and improved
efficiencies of our operations, is very positive for the successor
company, Western Forest Products Inc. I am confident that Western
Forest Products Inc. is well positioned to play a leading role in
the forest industry over the coming years. Finally, I'd like to
thank my co-workers, suppliers, customers and other stakeholders
for their support during this lengthy process."

                        About the Company

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

At June 30, 2004, Doman Industries' balance sheet showed a
stockholders' deficit of $490,610,000 compared to a deficit of
$417,125,000 at December 31, 2003.


DUANE READE: BofA Credit Facility Increased by $50 Million
----------------------------------------------------------
Duane Reade Inc. (NYSE: DRD) reports that on July 22, 2004 it
amended its existing senior secured credit facility with Bank of
America's Retail Finance Group to provide for a $50 million
increase in borrowing capacity, from $200 million to $250 million.
The Company also noted that additional changes were made to the
terms of the credit facility that will have the effect of reducing
overall borrowing costs to the Company.

It is currently expected that the additional capacity will be used
to maintain approximately $100 million of borrowing availability
under the credit facility upon completion of the proposed
acquisition of the Company by an affiliate of Oak Hill Capital
Partners, L.P. and the related refinancing of the Company's debt.  
The Company's stockholders are currently scheduled to vote on the
proposed acquisition on July 26, 2004.  The increased borrowing
capacity is not, however, contingent upon the consummation of the
proposed acquisition.

The Company also reports that Duane Reade Acquisition Corp., which
will be merged into the Company assuming completion of the
proposed acquisition, priced an offering of $195 million of 9.75%
Senior Subordinated Notes Due 2011 in a Rule 144A offering.  The
proceeds of the offering of the notes will be used to finance, in
part, the proposed acquisition and related refinancing of the
Company's debt.  The closing of the sale of the senior
subordinated notes is scheduled to occur on July 30, 2004, which
is also the scheduled closing date of the proposed acquisition and
other related transactions, assuming the Company's stockholders
approve the proposed acquisition.

The senior subordinated notes will not be registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act.
    
Founded in 1960, Duane Reade is the largest drug store chain in
the metropolitan New York City area, offering a wide variety of
prescription and over-the-counter drugs, health and beauty care
items, cosmetics, greeting cards, photo supplies and
photofinishing.  As of June 26, 2004, the Company operated 247
stores. Duane Reade maintains a website at
http://www.duanereade.com/

                          *   *   *

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

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

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

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


DYNABAZAAR INC: Reports $107,000 Net Loss in Second Quarter
-----------------------------------------------------------
Dynabazaar, Inc. (formerly Fairmarket, Inc.) (OTC Bulletin Board:
FAIM) reports its financial results for the second quarter and
six-month period ended June 30, 2004.

For the second quarter ended June 30, 2004, the Company reported a
net loss of $107,000, compared to a net loss of $1,919,000, or
$(0.07) per diluted share, for the same period in 2003.  For the
six-month period ended June 30, 2004, the Company reported a net
loss of $1,155,000, compared to a net loss of $3,472,000, or
$(0.13) per diluted share, for the same period in 2003.

As announced in the Company's filings with the Securities and
Exchange Commission, including the Company's most recent filings
on Form 10-K and Form 10-Q, the Company has not operated any
business since September 2003 and is exploring options for the use
of its remaining assets.

                 Reuters Abridged Business Summary

Dynabazaar, Inc. was an online auction and promotions technology
service provider that enabled marketers to create rewards programs
and helped commerce companies automate the process of online sales
of their excess inventory to wholesale and consumer buyers. In
September 2003, the Company sold substantially all of its
operating assets to eBay, Inc. under the terms and conditions of
an asset purchase agreement. The assets sold included all of
Dynabazaar's intellectual property and technology, all rights
under certain transferred customer contracts and under certain
intellectual property license agreements, as well as accounts
receivable relating to services performed after the date of the
closing of the asset sale with respect to the transferred customer
contracts.


ENRON: Settles Approx. $994,620 Retail Disputes with 18 Parties
---------------------------------------------------------------
Pursuant to the Settlement Protocol approved by the Bankruptcy
Court to resolve disputes under Retail Customer Contracts,
Enron Corp. and its debtor-affiliates inform the Court that they
entered into settlement agreements with 18 Counterparties:

A. New Harrison Hotel

    * Contract:  Enovative Lite Energy Service Agreement, dated
      May 8, 2002, between Enron Energy Services, Inc., and New
      Harrison

    * Settlement Term:  Harrison will pay EESI $21,590

B. YHM America, Inc.

    * Contract:  Enovative Lite Energy Service Agreement, dated
      April 14, 2000, between EESI and YHM

    * Settlement Term:  YHM will pay EESI $3,216

C. Madison Ave Grocery & Deli

    * Contract:  Electric Energy Service Agreement, dated
      September 5, 2001, between EESI and Madison Ave

    * Settlement Term:  Madison Ave will pay EESI $1,557

D. Vision Drive, Inc.

    * Contract:  Power Sales Agreement, dated October 29, 1998,
      between Enron Energy Marketing Corporation, successor-in-
      interest to PG&E Energy Services Corporation, and Vision
      Drive

    * Settlement Term:  Vision Drive will pay EEMC $8,926

E. Park Ridge Hospital, Inc.

    * Contract:  Endustrial Master Firm Sales Agreement, dated
      May 1, 1996, between EESI and Park Ridge

    * Settlement Term:  Park Ridge will pay EESI $320,000

F. Gurdip Singh

    * Contract: Electric Energy Sales Agreement, dated August 13,
      2001, between EESI and Gurdip Singh

    * Settlement Term:  Gurdip Singh will pay EESI $4,448

G. Madison Ave Leasehold, LLC

    * Contract:  Master Electric Energy Services and Sales
      Agreement, dated September 28, 2001, between EESI and
      Madison Ave Leasehold

    * Settlement Term:  No amount will be paid by either party

H. 767 Third Avenue Leasehold, LLC

    * Contract:  Master Electric Energy Services and Sales
      Agreement, dated September 28, 2001, between EESI and 767
      Third Avenue

    * Settlement Term:  767 Third Avenue will pay EESI $57,550

I. 320 West 13th Street Realty, LLC

    * Contract:  Master Electric Energy Services and Sales
      Agreement, dated September 28, 2001, between EESI and 320
      West

    * Settlement Term:  320 West will pay EESI $14,018

J. Scollan Tavern Group, Inc.

    * Contract:  Enovative Lite Energy Service Agreement, dated
      July 10, 2001, between Enron Energy Services, Inc., and
      Scollan

    * Settlement Term:  Scollan will pay EESI $1,371

K. Burlington Coat Factory Warehouse

    * Contract:  Electric Service Agreements, dated September 27,
      2000 and March 15, 2001, between EESI and Burlington Coat

    * Settlement Term:  Burlington Coat will pay EESI $42,635

L. San Jose Arena Management, LP

    * Contract:  Electric Energy Sales Agreement, entered into
      on June 7, 1999, between EESI and San Jose Arena

    * Settlement Term:  San Jose Arena will pay EESI $155,000

M. Village Deli

    * Contract:  Electric Energy Sales Agreement, dated July 23,
      2001, between EESI and Village Deli

    * Settlement Term:  Village Deli will pay EESI $1,235

N. Solomon Organization, LLC

    * Contract:  Enovative Lite Energy Service Agreement, dated
      December 20, 2000, between EESI and Solomon, acting as
      agent for Regency Apartments, Brunswick Tenants Corporation,
      and Raritan Tenants Corporation

    * Settlement Term:  Regency will pay EESI $48,353, Brunswick
      will pay $47,389 and Raritan will pay $15,881

O. Plymouth Inventory, Inc./American Utilities Corporation

    * Contract:  Accounts Receivable Agreement, between EESI and
      Plymouth

    * Settlement Term:  Plymouth will pay EESI $225,000

P. Fite Laundries, Inc.

    * Contract:  Enovative Lite Energy Service Agreement, dated
      January 4, 2000, between EESI and Fite

    * Settlement Terms:  Fite will pay EESI $7,642

Q. CNH America, LLC, formerly known as Case Corporation

    * Contract:  Accounts Receivable Agreement between EESI and
      CNH

    * Settlement Terms:  CNH will pay EESI $38,714

R. Maharaja Foods, Inc.

    * Contract:  Electric Energy Sales Agreement, dated
      September 20, 2001, between EESI and Maharaja

    * Settlement Terms:  Maharaja will pay EESI $1,685

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, adds that the parties will mutually release all claims
related to their contracts. (Enron Bankruptcy News, Issue No. 118;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EPIC DATA: Stockholders' Deficit Widens to $54.6 Mil at June 30
---------------------------------------------------------------
Epic Data International Inc. (TSX symbol: EKD), reports results
for the third quarter ended June 30, 2004.  Third quarter revenues
of $3.4 million yielded a loss before interest, taxes,
depreciation and amortization of $1.9 million.  The net loss for
the quarter was $1.9 million.  In the prior year, the company
reported revenue of $6.7 million, EBITDA of minus $172 thousand,
and a net loss of $335 thousand for the quarter.  The company
reported gross margins of 30% on the lower revenue volumes in the
quarter, compared to 50% in the prior year. Operating expenses
were reduced by $614 thousand, or 18% versus the same period in
2003.  These results include approximately $500 thousand in non-
recurring charges related to staff reductions implemented during
the quarter.

For the 9-month period ended June 30, revenues of $9.8 million
yielded an EBITDA loss of $4.7 million and a net loss of
$5.1 million.  In the prior year, the company reported 9-month
revenue of $20.6 million, positive EBITDA of $582 thousand, and a
net loss of $12 thousand, or $nil per share.

The company's cash position at June 30, 2004 is $5.0 million,
representing a decrease of $2.2 million since the beginning of the
fiscal year at September 30, 2003.  The contracted sales backlog
has remained steady throughout the fiscal year at $7 million.

               About Epic Data International Inc.

Epic Data has been a leader in automatic identification and data
capture solutions for almost 30 years.  Epic Data's solutions are
used by hundreds of leading manufacturers across the globe in
aerospace, automotive, high technology and heavy machinery
industries to increase productivity and accelerate continuous
improvement.  Epic Data's enterprise mobility solutions for
parking enforcement and route management increase productivity
while improving customer service and worker safety by connecting
mobile personnel to central offices in real time. People and
technology make Epic Data the global leader in automated data
capture solutions for the extended enterprise.

At June 30, 2004, Epic Data's balance sheet shows a stockholders'
deficit of $54,614,000 compared to a deficit of $49,511,000 at
September 30, 2003.


FERRO CORPORATION: S&P Lowers Corporate Rating to BB+ from BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Cleveland, Ohio-based-Ferro Corp. to 'BB+' from 'BBB-'
and placed the ratings on CreditWatch with negative implications.
The downgrade reflects Ferro's announcement that it expects to
report a shortfall in second-quarter 2004 operating earnings,
largely because of the poor performance by the polymer additives
business.

The CreditWatch placement reflects Standard & Poor's concerns
regarding the quality and adequacy of the company's accounting
controls and the accuracy of financial reporting.  The concerns
arose as a result of Ferro's plan to take a charge for the 2004
second quarter because of recently identified inappropriate
accounting entries in the polymer additives unit.  Those
accounting entries overstated the unit's results.

"The substantial, unexpected earnings shortfall significantly
reduces the predictability of the timing and magnitude of the
recovery of cash flow protection measures, said Standard & Poor's
credit analyst Wesley Chinn, "including the ratio of funds from
operations to total debt, which at less than 20% is subpar even
for the revised ratings."

The profitability of polymer additives is being hurt by an
inability to raise selling prices to keep pace with escalating raw
material costs.

The CreditWatch listing will be resolved once Standard & Poor's
discusses overall earnings prospects with management as well as
new procedures to strengthen the company's internal controls and
forecasting process.
     

FLEMING COMPANIES: W&N Challenges Debtors' Bid to Disallow Claims
-----------------------------------------------------------------
W&N Enterprises, Inc., of Silver City, New Mexico filed two
separate proofs of claim against Fleming Companies, Inc., and its
debtor-affiliates and says neither should be disallowed.  Both
claims are subject to one of Fleming's numerous omnibus claim
objections.  

The first claim is for $6,617,119.98 for the Debtors' wrongful
conduct in connection with the purchase of two failed Furr's
grocery stores.  W&N entered into numerous agreements with Fleming
to facility the purchase of the two stores.  Fleming's
representatives promised W&N that the stores could operate as IGA-
affiliated stores, and W&N bought them and signed supply
arrangements with Fleming.

After the purchases, Fleming told W&N that the Silver City store  
could operate as an IGA affiliate, but the Deming, New Mexico  
store could not.  W&N later contacted IGA and found out that  
Fleming's representative had lied about the IGA affiliate status.

W&N also found out that Fleming had allowed W&N's other store to  
operate as an IGA-affiliated store without IGA's approval.  It  
was Fleming -- not IGA -- who prevented the Deming store from  
being an IGA affiliate, apparently to the benefit of a competitor  
of W&N.

W&N's second claim for $606,891.91 is for postpetition damages  
arising from the Debtors' rejection of its Facility Standby  
Agreement with W&N.

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


FLINTKOTE: Committee Hires Campbell & Levine as Local Counsel
-------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants
appointed in The Flintkote Company's chapter 11 case, asks the
U.S. Bankruptcy Court for the District of Delaware for permission
to hire Campbell & Levine, LLC, as its local counsel.

The professional services the Committee anticipates Campbell &
Levine will render, include, but are not limited to:

   a. assisting and advising the Committee in its consultations
      with the Debtor relative to the overall administration of
      the estate;

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

   c. assisting and advising the Committee in its examination
      and analysis of the Debtor's conduct and financial
      affairs;

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

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

   f. assisting the Committee in the plan reorganization
      drafting and in the filing with the Court of any proposed
      plan or plans of reorganization, as well as the plan
      process generally;

   g. assisting and advising the Committee with regard to
      communications to the asbestos-related claimants regarding
      the Committee's efforts, progress and recommendation with
      respect to matters arising in the case; and

   h. assisting the Committee generally by providing such other
      services as may be in the best interest of the creditors
      represented by the Committee.

Campbell & Levine Delaware professionals currently bill at:

      Professionals         Position         Billing Rate
      -------------         --------         ------------
      Marla Rosoff Eskin    Member           $290 per hour
      Mark Hurford          Associate        $275 per hour
      Kathleen J. Campbell  Associate        $175 per hour
      Lauren M. Przybylek   Paralegal        $95 per hour
      Diane E. Massey       Paralegal        $95 per hour
      Margaret Landis       Legal Assistant  $95 per hour

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


FOG CUTTER: Ernst & Young LLP Resigns as Auditors
-------------------------------------------------
Ernst & Young LLP resigned as Fog Cutter Capital Group Inc.'s
(Nasdaq:FCCG) auditors effective upon completion of its review of
the interim financial information for the second quarter of 2004
and filing of the Company's quarterly report on Form 10-Q for the
quarter ending June 30, 2004.

The reports of Ernst & Young LLP on the Company's financial
statements for the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles.

There were no disagreements with Ernst & Young LLP on any matter
of accounting principles or practices, financial statements
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Ernst Young LLP, would have
caused Ernst & Young LLP to make reference to the subject matter
of the disagreements in connection with its report.

The Company's Audit Committee has commenced a search for a new
auditing firm.

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

                           *   *   *

                 Liquidity and Capital Resources  

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

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

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

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


GMAC COMM'L: S&P Gives Low-B Prelim Ratings to 6 2004-C2 Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GMAC Commercial Mortgage Securities Inc.'s
$933.7 million commercial mortgage pass-through certificates
series 2004-C2.

The preliminary ratings are based on information as of July 23,
2004.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property-type diversity of the loans. Classes A-1, A-2, A-3,
A-4, B, C, D, and E are currently being offered publicly.
Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.40x, a beginning
LTV of 89.2%, and an ending LTV of 76.7%.

                  Preliminary Ratings Assigned
            GMAC Commercial Mortgage Securities Inc.

      Class               Rating                Amount ($)
      -----               ------                ----------
      A-1                 AAA                   65,953,000
      A-2                 AAA                   80,108,000
      A-3                 AAA                  101,840,000
      A-4                 AAA                  432,974,000
      A-1A                AAA                  106,963,000
      B                   AA                    25,678,000
      C                   AA-                   10,504,000
      D                   A                     18,675,000
      E                   A-                    12,839,000
      F                   BBB+                  10,504,000
      G                   BBB                   15,173,000
      H                   BBB-                  14,006,000
      J                   BB+                    5,836,000
      K                   BB                     5,836,000
      L                   BB-                    4,669,000
      M                   B+                     2,334,000
      N                   B                      3,502,000
      O                   B-                     3,501,000
      P                   N.R.                  12,839,532
      Q                   N.R.                         N/A
      X-1*                AAA                  933,734,532**
      X-2*                AAA                  902,770,000**

         * Interest-only class.
        ** Notional amount.
           N.R. -- Not rated.
           N/A  -- Not applicable.


GOOD NITE INN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Good Nite Inn Las Vegas, LLC
        c/o Elyn McIntyre
        2722 South Highland Drive
        Las Vegas, Nevada 89101

Bankruptcy Case No.: 04-18019

Chapter 11 Petition Date: July 23, 2004

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Candace C. Carlyon, Esq.
                  Shea & Carlyon, Ltd.
                  233 S. 4th St., 2nd Fl.
                  Las Vegas, NV 89101
                  Tel: 702-471-7432
                  Fax: 702-471-7435

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
------                        ---------------       ------------
Republic Leasing              Lease                      $36,250

Santa Barbara Bank & Trust    Bank loan for              $35,787
                              electronic key
                              system

Clark County Sanitation       Sanitation Services        $15,539
District

Rakeman Plumbing              Vendor                      $4,382

Commercial Linen Services     Trade                       $4,147

Las Vegas Valley Water        Utilities                   $2,241

Apartment for Rent            Advertising                 $1,712

Towel & Tissue of Las Vegas   Vendor                      $1,421

Sprint                        Phone service               $1,361

American Hotel Registry       Trade debt                  $1,339

A-1 Textiles                  Trade debt                  $1,335

a-Quality Pool Service        Maintenance                 $1,275

Greater Las Vegas Apartment   Advertising                 $1,140
Guide

Waxie Sanitary Supply         Vendor                      $1,123

Cox Communications            Communications              $1,071

A-1 Chemical, Inc.            Trade debt                    $980

Computel                      Vendor                        $645

AJ Communications             Trade debt                    $340

Juana Requeno                 Worker's                   Unknown
                              compensation claim


GREAT LAKES: S&P Lowers Subordinated Debt Rating to CCC
-------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit and
senior secured bank loan ratings on Oak Brook, Illinois-based
Great Lakes Dredge & Dock Corp. to 'B-' from 'B'.  At the same
time, Standard & Poor's also lowered its subordinated debt rating
on Great Lakes to 'CCC' from 'CCC+'.

Standard & Poor's affirmed its '3' recovery rating on Great Lakes'
senior secured bank loan rating, indicating the likelihood of a
meaningful recovery (50%-80%) of principal in a default scenario.

The outlook is negative.  As of June 30, 2004, Great Lakes had
approximately $337 million of debt (including the present value of
operating leases) outstanding.

"Based on increased industry risk, we do not currently expect that
our prior expectation of total debt to EBITDA in the 5x-6x range,"
said Standard & Poor's credit analyst Heather Henyon, "and the
company may need to obtain relief from its financial covenants in
the near term."

The downgrade reflects increased industry risk related to the
reduction in the federal funding of dredging projects by the U.S.
Army Corps of Engineers and the uncertainty around the timing and
size of future bid opportunities.  As a result, pricing pressures
have intensified, and Great Lakes has experienced a 47% decline in
year-over-year backlog.  These factors, combined with Great Lakes'
very aggressive financial policies, have resulted in total debt to
EBITDA rising to 6.8x for the 12 months ended June 30, 2004, and
leverage will likely rise in the near term.

Great Lakes operates the largest fleet of dredging equipment in
the United States.


GRUPO TMM: Extends & Amends Exchange Offer & Consent Solicitation
-----------------------------------------------------------------
Grupo TMM, S.A. (NYSE:TMM)(BMV:TMM A) has extended and amended its
previously announced exchange offer and consent solicitation for
its 9-1/2 percent Notes due 2003 and its 10-1/4 percent Senior
Notes due 2006. Grupo TMM is reducing the percentage of
outstanding 2003 notes required to be tendered in the exchange
offer from 98 percent to 95.7 percent and increasing the
percentage of outstanding 2006 notes required to be tendered from
95 percent to 97.3 percent. All other conditions to the exchange
offer and consent solicitation remain unchanged.

As of 5:00 p.m., New York City time, on July 22, 2004,
$169,324,000 principal amount of the 2003 notes and $194,771,000
principal amount of the 2006 notes had been tendered and not
withdrawn (including tenders of notes pursuant to guaranteed
deliveries). Based on the principal amount of 2003 notes and 2006
notes tendered to date, the minimum tender conditions would be
satisfied and the Company would have sufficient consents from the
holders of the 2006 notes to implement the amendment to the
indenture governing the 2006 notes, which will eliminate
substantially all of the restrictive covenants in the 2006 notes
that are not tendered and remain outstanding following completion
of the exchange offer. In addition, the Company believes it has
received votes from sufficient holders to permit it to accomplish
the restructuring through a prepackaged plan of reorganization on
substantially the same terms as the exchange offer if the
conditions to the exchange offer are not achieved due to
withdrawals of previously tendered notes or otherwise.

In conjunction with the amendment to the exchange offer and
consent solicitation, Grupo TMM has extended the expiration date
for the exchange offer and consent solicitation and the
solicitation of acceptances to the U.S. prepackaged plan until
midnight, New York City time, on August 5, 2004. Grupo TMM is also
providing withdrawal rights to all holders of 2003 notes and 2006
notes, including holders whose notes have previously been
tendered. Withdrawal rights will expire at midnight New York City
time, on the expiration date. Any holder who tendered 2003 notes
or 2006 notes prior to 5:00 p.m., New York City time, on July 16,
2004, which was the consent fee deadline, and subsequently
withdraws its notes, will no longer be entitled to receive the
consent fee payment with respect to the notes that are withdrawn.
Any questions as to the withdrawal of notes may be directed to the
information agent at the numbers below.

In addition, Grupo TMM has filed with the Securities and Exchange
Commission a Prospectus Supplement, which includes additional
disclosure. Holders of existing notes are urged to review the
Prospectus Supplement and the Prospectus and Solicitation
Statement previously filed with the Securities and Exchange
Commission.

The exchange offer and consent solicitation are made solely by the
Prospectus and Solicitation Statement dated June 23, 2004, as
amended by the Prospectus Supplement dated July 23, 2004. Copies
of the Prospectus and Solicitation Statement, the Prospectus
Supplement and the other transmittal materials can be obtained
from Innisfree M&A Incorporated, the information agent for the
exchange offer and consent solicitation, at the following address:

          Innisfree M&A Incorporated
          501 Madison Avenue, 20th Floor
          New York, New York 10022
          Toll Free: (877) 750-2689
          Fax: (212) 750-5799

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

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

                      Liquidity Position

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

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


GS MORTGAGE: S&P Assigns Prelim. Ratings to Series 2004-GG2 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GS Mortgage Securities Corp. II's $2.6 billion
commercial mortgage pass-through certificates series 2004-GG2.

The preliminary ratings are based on information as of July 23,
2004.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
fiscal agent, the economics of the underlying loans, and the
geographic and property type diversity of the loans.  Classes A-1,
A-2, A-3, A-4, A-5, A-6, B, C, D, and E are currently being
offered publicly.  The remaining classes will be offered
privately.  Standard & Poor's analysis determined that, on a
weighted average basis, the pool has a debt service coverage of
1.47x, a beginning LTV of 86.0%, and an ending LTV of 74.9%.

                  Preliminary Ratings Assigned
                Gs Mortgage Securities Corp. Ii
   
         Class              Rating        Amount ($)
         -----              ------        ----------
         A-1                AAA           50,000,000
         A-2                AAA          100,000,000
         A-3                AAA          352,000,000
         A-4                AAA          209,000,000
         A-5                AAA          174,000,000
         A-6                AAA        1,403,142,000
         B                  AA            65,940,000
         C                  AA-           29,674,000
         D                  A             52,752,000
         E                  A-            29,674,000
         F                  BBB+          26,376,000
         G                  BBB           23,079,000
         H                  BBB-          29,674,000
         J                  BB+            6,594,000
         K                  BB            13,188,000
         L                  BB-           13,188,000
         M                  B+             9,891,000
         N                  B              6,594,000
         O                  B-             9,891,000
         P                  N.R.          32,940,984
         X*                 AAA        2,637,627,984**

         * Interest-only class.
        ** Notional amount.
           N.R. -- Not rated.


HERITAGE ORGANIZATION: US Trustee Unable to Form Creditors Panel
----------------------------------------------------------------
The United States Trustee for Region 6 reports that he was unable
to appoint an Official Committee of Unsecured Creditors on The
Heritage Organization, L.L.C.'s chapter 11 case.  

The U.S. Trustee tells the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, that his failure to name
creditors to form the Committee is due to:

   (1) lack of attendance at the Section 341(a) meeting; and

   (2) lack of interest in serving on a committee among those
       creditors attending the meeting.

The United States Trustee may attempt to form one or committees in
the future if anybody indicates an interest.

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.


IMPERIAL PLASTECH: Achieves Formal Integration with Petzetakis
---------------------------------------------------------------
Following a vigorous reorganization, Imperial PlasTech has emerged
from the adjustment phase with new parent A.G. Petzetakis, by
announcing the successful integration of operations and marketing.

With an aggressive vision for long-term success, Imperial's CEO
Stamatis Astras, has launched a series of initiatives which employ
broader product lines and shorter lead times. "By combining our
product lines and marketing synergies, Imperial and The Petzetakis
Group can bring to market an extensive array of low-cost pipe
systems, flexible hoses, tubing and building products to a wide
variety of industries."

In addition, Imperial is actively striving to become the leader in
North America by forming partnerships with top distributors, such
as Marcel Baril Group. "We're thrilled to team up with Marcel
Baril Group," added Mr. Astras. "Their long-standing presence and
reputation in Eastern Canada matches our high-end marketing
strategy."

The alliance, likely to catapult Imperial's sales to record levels
in the region, is all part of the Imperial & Petzetakis Group
strategy, which cites the creation of a superior customer service
group, coupled with products and capabilities from Petzetakis'
global operations.

"Partnering with Imperial PlasTech creates a force in the
marketplace where the customer benefits from proven expertise."
said Guy Baril, Director of Marcel Baril. As part of the
agreement, Marcel Baril and Imperial PlasTech will offer a wide
range of plastic products for municipal, construction and mining
applications.

                   About A.G. Petzetakis S.A.

Founded in 1960 and listed on the Athens Stock Exchange since  
1973, Petzetakis Group (ASE:PET) is a Greek multinational company  
and one of the fastest growing manufacturers of plastic pipe and  
hose systems in the world. The Group operates 11 major  
manufacturing facilities in 6 countries in Europe and S. Africa,  
with annual sales of CN$ 300 million and an extensive distribution  
network of commercial subsidiaries in Europe, Africa, North
America, and the Middle East.

                    About Imperial PlasTech

Imperial PlasTech is a diversified plastics manufacturer supplying  
a number of markets and customers in the residential,  
construction, industrial, oil and gas and telecommunications and  
cable TV markets. Currently operating out of facilities in Atlanta  
Georgia, Peterborough Ontario and Edmonton Alberta, Imperial  
PlasTech and its subsidiaries are focusing on the growth of their  
core businesses and continue to assess their non-core businesses.

                          *   *   *

As reported in the Troubled Company Reporter's May 27, 2004
edition, Imperial PlasTech Inc. (TSX-VEN: IPG) announced that it
has agreed to the terms of a secured subordinated credit facility
in favour of the PlasTech Group, being Imperial PlasTech and its  
subsidiaries, Imperial Pipe Corporation, Imperial Building
Products Corporation, Ameriplast Inc. and Imperial Building  
Products, Inc., from A.G. Petzetakis International Holdings  
Limited, a subsidiary of A.G. Petzetakis SA, the controlling  
shareholder of Imperial PlasTech, in an amount of up to  
US$1,000,000. The first advance in the amount of US$499,631.35
under the facility was made on May 20, 2004, subject to board  
approval. The credit facility is to be used for short term working  
capital purposes.  

Principal is repayable on May 20, 2005 with prepayment privileges  
for the PlasTech Group without penalty. Interest is payable at the  
Prime Lending Rate of Laurentian Bank of Canada plus 6.5% per  
annum on daily balance outstanding, calculated and payable  
monthly, due on the last business day of each calendar month,  
commencing at the end of June, 2004.

The credit facility is on commercial terms that are not less  
advantageous to the PlasTech Group than if the credit facility  
were obtained from a person or company dealing at arm's length  
with the PlasTech Group.

For the purpose of this transaction, A.G. Petzetakis International
Holdings Limited, a subsidiary of A.G. Petzetakis SA, is an
interested person by virtue of being a related party of Imperial  
PlasTech since, to the knowledge of Imperial PlasTech, AG  
Petzetakis SA, currently owns 51.0% of the issued and outstanding  
voting securities of Imperial PlasTech. A.G. Petzetakis SA's  
shareholdings in Imperial PlasTech will remain unchanged after  
giving effect to the transaction.


JAZZ GOLF: Stockholder Deficit Widens to $6.6M at May 31, 2004
--------------------------------------------------------------
Jazz Golf reports net sales of $2,856,403 for the three months
ended May 31, 2004 -- ahead of last year's quarterly sales of
$2,694,131.  Sales for the nine months ended May 31, 2004 were
$4,205,021 as compared to $4,685,439 last year.  The positive
momentum built over the early part of the quarter resulted in
sales levels higher than historical levels but May's unseasonably
poor weather in most parts of the country resulted in a slowdown
towards quarter end.  Penetration increased through a number of
key customers nationally.

Net earnings for the quarter were $116,931 to net earnings of
$14,590 for the comparable period last year reducing this year's
nine month loss to $873,698.  Last year's nine month loss of
$747,860 was reduced by a charge to future income taxes of
$105,000; such a charge did not occur this year.  Gross margin
percentage improved to 44% for the quarter, compared to 40% for
the same period last year.  The improvement is attributable to
less clearing activities than were required last year combined
with a stronger Canadian dollar.

General and administrative expenses are up slightly to $436,106
for the three months ended May 31, 2004 compared to $402,145 for
the same quarter last year.  Selling and marketing expenses of
$554,757 compare to $371,851 for the same period last year.  The
increase in selling and marketing expense is attributable to the
acceleration of programmed expenditures, an earlier start to the
selling season than occurred in the previous year as well as a
more aggressive brand promotion campaign.

Interest expense is down for the quarter ended May 31, 2004 to
$144,887 compared to $176,431 for the same quarter last year and
to $448,040 for the nine months ended May 31, 2004 compared to
$508,394 for the comparable period last year.  The reduction is
attributable to the re-capitalization undertaken in the previous
quarter.

The company continues to make progress on such key performance
indicators as lower levels of receivables, inventories and bank
and subordinated debt compared to last year at the same time.  The
company was compliant with bank debt covenants as of May 31,
2004.  However, management is currently in discussions with the
primary lender and other stakeholders to amend requirements in the
period subsequent to avoid violation due to more restrictive
covenants.

Effective May 31, 2004, Mark Breslauer was appointed as Chief
Executive Officer.  Mr. Breslauer will assume responsibility for
all of the company's day-to-day operations, including
manufacturing, distribution, sales, marketing, and investor
relations.  He will work closely with the company's President and
Founder, Terry Hashimoto, to continue forging key strategic
relationships within the golf industry, and bringing the latest
technological innovations to Jazz Golf's product portfolio.

The Board of Directors is also very pleased to announce the
renewal of its exclusive services contract with Mr. Hashimoto, and
his company TGH Designs Inc., for the provision of club design,
marketing, promotional and management consulting services.

Jazz Golf is the leading Canadian designer and manufacturer of
golf clubs and other related products, which are marketed
primarily through golf pro shops and golf specialty retailers
throughout Canada.  Jazz Golf common shares are listed on the TSX
Venture Exchange (JZZ.A).

As of May 31, 2004, the stockholder deficit widens to $6,649,696
from a deficit of $5,775,998 at May 31, 2003.


JILLIAN'S ENTERTAINMENT: Panel Gets Nod to Hire Morris Nichols
--------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in Jillian's
Entertainment Holdings and its debtor-affiliates' cases, sought
and obtained approval from the U.S. Bankruptcy Court for the
Western District of Kentucky, Louisville Division, to hire Morris,
Nichols, Arsht & Tunnel, as its counsel.

The Committee anticipates that Morris Nichols will:

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

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

   c) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with such creditors;

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

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

   f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these cases;

   g) represent the Committee at all hearings and other
      proceedings;

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

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

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

To the best of its knowledge, the Committee submits that Morris
Nichols is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

Morris Nichols professionals who are expected to have primary
responsibility in these cases and their current hourly rates are:

      Professional           Designation      Billing Rate
      ------------           -----------      ------------
      Eric D. Schwartz       Partner          $425 per hour
      Gregory W. Werkheiser  Associate        $360 per hour
      Gilbert R. Saydah, Jr. Associate        $280 per hour
      Gregory T. Donilon     Associate        $240 per hour
      Angela Conway          Paralegal        $155 per hour

Other attorneys and paralegals may render services to the
Committee as needed. Morris Nichols' current hourly rates range
from:

            Designation            Billing Rate
            -----------            ------------
            Partners               $400 to $525 per hour
            Associates             $220 to $360 per hour
            Paraprofessionals      $155 per hour

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.


JORDAN INDUSTRIES: Offering $137.3 Million 13% Sr. Secured Notes
----------------------------------------------------------------
JII Holdings, LLC, JII Holdings Finance Corporation is offering to
exchange $173,333,300 of 13% Series B Senior Secured Notes
Due 2007, which have been registered under the Securities Act, for
any and all outstanding 13% Series A Senior Secured Notes due
2007.

All outstanding 13% Series A Senior Secured Notes due 2007
("restricted notes") that are validly tendered and not validly
withdrawn will be exchanged for 13% Series B Senior Secured Notes
due 2007 ("new notes"). The restricted notes were originally
issued in February 2004 in exchange for a total of $247,619,000
aggregate principal amount of 10-3/8% Series B Senior Notes due
2007 of Jordan Industries, Inc., which is referred to in the
prospectus as "JII," and 10-3/8% Series D Senior Notes due 2007 of
JII. These notes are referred to in the prospectus as the "old JII
notes."

Tenders of outstanding notes may be withdrawn at any time before
5:00 p.m., New York City time, on the expiration date of the
exchange offer.

The exchange of notes will not be a taxable exchange for U.S.
federal income tax purposes.

Neither JII Holdings, LLC, which is referred to in the prospectus
as "JII Holdings," nor JII Holdings Finance Corporation, which is
referred to in the prospectus as "JII Finance" and, together with
JII Holdings, as the "Issuers" will receive any proceeds from the
exchange offer.

The terms of the new notes are substantially identical to the
terms of the restricted notes, except that the transfer
restrictions and registration rights provisions relating to the
restricted notes do not apply to the new notes.

There is no established trading market for the new notes, and the
Issuers do not intend to apply for listing of the new notes on any
securities exchange or stock market.

All broker-dealers must comply with the registration and
prospectus delivery requirements of the Securities Act.

Any outstanding notes not tendered and accepted in the exchange
offer will remain outstanding and will continue to be subject to
the existing restrictions on transfer, and the issuers will have
no further obligations to provide for the registration of the
outstanding notes under the Securities Act of 1933, as amended,
which is referred to in the prospectus as the "Securities Act."

Initially, the new notes will be guaranteed by JII on a
senior subordinated unsecured basis but not by any of JII
Holdings' subsidiaries. The indenture governing the new notes
provides that on or before the date that is 18 months from the
date of the issuance of the restricted notes, the new notes will
be guaranteed on a senior subordinated basis by JII and by each of
JII Holdings' domestic restricted subsidiaries, other
than immaterial subsidiaries, JII Finance and any receivables
subsidiaries. If, for any reason, JII Holdings fails to provide
the guarantees from such subsidiaries (i) on or prior to the date
that is 12 months from the date of the issuance of the restricted
notes, the interest rate on the new notes will be increased by 1%,
effective as of such date and (ii) on or prior to the date that is
18 months from the date of issuance of the restricted notes, the
interest rate on the new notes will be increased by an additional
0.5%, effective as of such date. Any increase in the interest rate
under clause (i) and (ii) in the previous sentence shall no longer
be effective from the date, if any, on which JII Holdings
subsequently provides the guarantees from its domestic restricted
subsidiaries. The guarantee of the new notes by JII and, if and
when issued, by such domestic restricted subsidiaries, will be
subordinated in right of payment to all "senior debt," which is
comprised of indebtedness under the revolving credit facility and
all hedging obligations with respect thereto.

Jordan Industries, Inc. was organized to acquire and operate a
diverse group of businesses with a corporate staff providing
strategic direction and support. The Company is currently
comprised of 21 businesses which are divided into five strategic
business units: (1) Specialty Printing and Labeling, (2) Consumer
and Industrial Products, (3) Jordan Specialty Plastics, (4)
Jordan Auto Aftermarket, and (5) Kinetek.

At March 31, 2004, Jordan Industries' balance sheet showed a
stockholders' deficit of $237,441,000 compared to a deficit of
$222,203,000 at December 31, 2003.


KAISER: FSC Representative Asks Court to Retain Stutzman & Hogan
----------------------------------------------------------------
To represent her in Kaiser Aluminum and its debtor-affiliates'
Chapter 11 cases, Future Silica Claimants' Representative, Anne M.
Ferazzi, seeks the Court's authority, to retain the law firms of:

    * Stutzman, Bromberg, Esserman & Plifka, and

    * The Law Offices of Daniel K. Hogan.

Ms. Ferazzi selected Stutzman Bromberg because the firm has acted
as counsel for various debtors, creditors' committees, and
unsecured or secured creditors, in numerous other reorganization
cases and particularly those involving mass torts.  Stutzman
Bromberg has developed considerable expertise in matters that Ms.
Ferazzi believes will be important in the Debtors' cases,
especially in silica-related bankruptcies.

Ms. Ferazzi also selected Hogan since it has experience in
serving as local counsel for various debtors, creditors'
committees, and unsecured or secured creditors in numerous other
reorganization cases.  Hogan's involvement in the case will be as
local counsel only.

Stutzman Bromberg and Hogan will be:

    -- advising Ms. Ferazzi regarding matters of bankruptcy law
       and her obligations as the Future Silica Claimants'
       Representative;

    -- representing Ms. Ferazzi at any proceeding or hearing
       before the Court and in any action in any other court where
       her rights or interests may be litigated or affected;

    -- preparing any pleadings, motions, answers, notices, orders
       and reports that are required for the Future Silica
       Claimants' Representative to assist the Court in the
       orderly administration of the Debtors' estate;

    -- advising, consulting with, and assisting Ms. Ferazzi in her
       investigation of the acts, conduct, assets, liabilities and
       financial condition of the Debtors, the operation of the
       Debtors' business and any other matter relevant to the
       Debtors' cases;

    -- assisting Ms. Ferazzi in the negotiation and implementation
       of a plan or plans of reorganization;

    -- assisting Ms. Ferazzi in the formulation and review of
       trust distribution procedures and other documents necessary
       to implementing a plan of reorganization in this case; and

    -- rendering other necessary advice, legal services and legal
       research as Ms. Ferazzi may require in connection with the
       Debtors' case.

Stutzman Bromberg and Hogan have agreed to represent Ms. Ferazzi
at a fee commensurate with their normal hourly rates, which range
from $135 to $500 for attorneys, paralegals and law clerks, with
reimbursement for all out-of-pocket expenses.  It is anticipated
that Sander L. Esserman, Esq., at Stutzman Bromberg, will be the
attorney most involved in the case on a daily basis with other
attorneys providing support when required.  The hourly rates for
the attorneys and paralegals who may provide services are:

    (a) Stutzman Bromberg

        Professional            Position       Rate per hour
        ------------            --------       -------------
        Sander L. Esserman      Shareholder       $500
        Robert T. Brousseau     Shareholder        425
        Cindy L. Jeffery        Paralegal          135

    (b) Hogan

        Professional            Position       Rate per hour
        ------------            --------       -------------
        Daniel K. Hogan         Shareholder       $250

Other professionals within Stutzman Bromberg whose hourly rates
vary with those of the individuals identified will be available
to provide assistance if needed.  Stutzman Bromberg's and Hogan's
rates are subject to periodic adjustment to reflect economic,
experience and other similar factors.

Mr. Esserman and Mr. Hogan assure Judge Fitzgerald that Stutzman
Bromberg and Hogan do not hold or represent an interest adverse
to the estates and are disinterested for the purpose of
representing Ms. Ferazzi in the jointly administered Chapter 11
cases.

Stutzman Bromberg discloses that it represents various
plaintiffs' law firms who have claims in several other asbestos
or silica related bankruptcies.  Many of these firms have claims
against the Debtors.  However, neither Stutzman Bromberg nor
Hogan has ever represented these firms or the claimants
represented by these firms against the Debtors.  Stutzman
Bromberg's representation of these plaintiffs' law firms does not
relate to or involve, and will not relate to or involve, any
matter concerning the Debtors in the Chapter 11 cases or any
other matter relating to the cases.

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)  


KINETIC CONCEPTS: 2nd Quarter Earnings Release Slated on August 3
-----------------------------------------------------------------
Kinetic Concepts, Inc. (NYSE:KCI), will report its second quarter
2004 financial results at 6:00 a.m. EDT on Tuesday, August 3,
2004. Management will then hold a conference call to discuss the
results at 8:30 a.m. EDT on the same day.

Dial-in numbers for this conference call are Domestic (800-599-
9829), International (+617-847-8703), Participant Code - 49054465.
This call is being web cast by CCBN and can be accessed at the
Kinetic Concepts web site http://www.kci1.com/investor/index.asp  
The web cast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at http://www.fulldisclosure.com/
and institutional investors can access the call via CCBN's
password-protected event management site, StreetEvents --
http://www.streetevents.com/Approximately one hour after the live  
call/web cast, the web cast will be available for a period of
twelve months on KCI's web site at the investor relations page
http://www.kci1.com/investor/index.asp

                      About the Company

Kinetic Concepts, Inc. is a global medical technology company with  
leadership positions in advanced wound care and therapeutic  
surfaces. The Company designs, manufactures, markets and services  
a wide range of proprietary products which can significantly  
improve clinical outcomes while reducing the overall cost of  
patient care by accelerating the healing process or preventing  
complications. Its advanced wound care systems incorporate its  
proprietary V.A.C. technology, which has been clinically  
demonstrated to promote wound healing and reduce the cost of  
treating patients with serious wounds. The Company's therapeutic  
surfaces, including specialty hospital beds, mattress replacement  
systems and overlays, are designed to address complications  
associated with immobility and obesity, such as pressure sores and  
pneumonia. From 2000 to 2003, Kinetic Concepts, Inc. increased  
revenue at a compound annual growth rate of 29.5%.  

At March 31, 2004, Kinetic Concepts, Inc.'s balance sheet shows a  
stockholders' deficit of $141,026,000 compared to a deficit of  
$507,254,000 at December 31, 2003.


MIRANT CORP: Court Rejects Eight Unexpired Contracts
----------------------------------------------------
With the agreement of Mirant Corp., its debtor-affiliates and
Bayerische Hypo-und Vereinsbank, AG, Judge Lynn rules that:

    (a) to the extent that the Contracts between the Debtors
        and (1) Scarlett Resource Merchants, LLC, and (2) HVB
        Risk Management Products, Inc., were capable of being
        rejected under Section 365 of the Bankruptcy Code and
        were not properly terminated by Bayerische previously,
        the Contracts are rejected as of October 17, 2003;

    (b) it is acknowledged that the Debtors have reserved the
        right to:

        * characterize the Contracts as a financing and not
          executory contracts;

        * seek a Court determination that the Contracts are not
          swap contracts under Section 560 of the Bankruptcy Code;

        * argue that claims arising under the Contracts may or
          may not be netted or offset against one another;

        * determine any claims or damages arising out of the
          termination or rejection of the Contracts and the dates
          as of which the claims or damages are determined; and

        * seek a Court determination that the Contracts are not
          "safe harbor" contracts, and that Bayerische's
          purported termination of the Contracts violated the
          automatic stay of Section 362(a).

        The Debtors reserve all defenses, counterclaims and
        rights of setoff or recoupment that they may have with
        respect to any claim that Scarlett or HVB may assert
        arising out of the rejection of the Contracts; and

    (c) it is acknowledged that Bayerische has reserved the right
        to argue that the Contracts were both properly terminated
        as of August 25, 2003, and both Contracts are swap
        agreements, thus the termination and setoff of amounts
        due against each other was proper under Bankruptcy Code
        Section 560.  Bayerische also reserves all claims,
        defenses, counterclaims and rights of setoff or recoupment
        that it may have against the Debtors arising out or
        relating to the rejection or termination of the Contracts.

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)


NATIONAL ELDERCARE: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: National Eldercare Services, Inc.
             P.O. Box 3667
             2844 Traceland Drive
             Tupelo, Mississippi 38803-3667

Bankruptcy Case No.: 04-21816

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      CLC of Dahlonega LLC                       04-21769
      CLC of Clayton LLC                         04-21770
      CLC of Liberty LLC                         04-21771
      CLC of Vaiden LLC                          04-21772
      RCI of Vaiden LLC                          04-21773
      CLC of Meridian, LLC                       04-21796
      CLC of Booneville, LLC                     04-21797
      CLC of Fulton, LLC                         04-21798
      CLC of Biloxi, LLC                         04-21799
      CLC of Humboldt                            04-21800
      CLC of Jackson, LLC                        04-21801
      CLC of Dresden, LLC                        04-21802
      CLC of Ripley, LLC                         04-21803
      CLC of Iuka, LLC                           04-21804
      CLC of Lexington, LLC                      04-21805
      CLC of Ocean Springs, LLC                  04-21806
      CLC of Lake Providence, LLC                04-21807
      CLC of Dyersburg, LLC                      04-21808
      CLC of Pascagoula                          04-21809
      CLC of Manchester, LLC                     04-21810
      Community Eldercare Services, LLC          04-21811
      CLC of Whitehaven, LLC                     04-21812
      Enhanced Care Solutions, LLC               04-21813
      CLC of West Point, LLC                     04-21814
      CLC of Laurel, LLC                         04-21815
      Community Living Centers, LLC              04-21817

Type of Business: The Debtor operates a community living center
                  providing elder care residences that offer
                  health care services, assistance with daily
                  activities, and a home-like environment.

Chapter 11 Petition Date: July 22, 2004

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtors' Counsel: J. Michael Lamberth, Esq.
                  Lamberth, Cifelli, Stokes, & Stout, PA
                  East Tower - Suite 550
                  3343 Peachtree Road, NE
                  Atlanta, GA 30326-1022
                  Tel: 404-262-7373

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

A. National Eldercare Services' Largest Unsecured Creditor:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Capital Source Finance LLC    Guaranty                $7,300,000
4445 Wilard Avenue
12th Fl., Chevy Chase
MD 20815

B. Community Eldercare Services' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Lexington Insurance Co.       Trade Debt                $297,142
1200 Abertnathy Rd., NE
8th Fl., Atlanta
GA 30328

MHCA Self Insurance Fund      Trade Debt                $111,180

Trispan Health Services       Trade Debt                 $88,004

Armstrong Allen               Trade Debt                 $67,675

Kindred Rehab Services        Trade Debt                 $50,137

LTC Properties Inc.           Trade Debt                 $43,349

A.I. Credit Corp.             Trade Debt                 $37,300

Douglas Wright Jr.            Trade Debt                 $34,000

MHCA                          Trade Debt                 $33,850

Trispan Health Services (TL)  Trade Debt                 $22,328

Lee Co. Tax Collector         Trade Debt                 $21,729

Bellsouth Long Distance       Trade Debt                 $19,114

Fred H. Page & Co. Ltd.       Trade Debt                 $16,045

Lab Corp of America Holdings  Trade Debt                 $15,252

Covington & Associates Corp.  Trade Debt                 $14,385

Fidelity National Insurance   Trade Debt                 $12,414
Co.

Mid-Florida                   Trade Debt                 $11,206

Ad Buffington                 Trade Debt                 $10,729

Marsh                         Trade Debt                 $10,334

Richardson Printing           Trade Debt                  $7,723


NEW HEIGHTS RECOVERY: Turns to Weiser for Financial Advice
----------------------------------------------------------
The Official Unsecured Creditors Committee appointed in New
Heights Recovery & Power, LLC's chapter 11 proceeding wants to
hire Weiser, LLP as its financial advisor.

The Committee tells the U.S. Bankruptcy Court for the District of
Delaware that it selected Weiser because the Firm's professionals
have considerable experience in matters of this character.

Weiser is expected to:

   a) review of all financial information prepared by the Debtor
      or its consultants as requested by the Committee
      including, but not limited to, a review of Debtor's
      financial statements as of the filing of the petition,
      showing in detail all assets and liabilities and priority
      and secured creditors;

   b) monitor of the Debtor's activities regarding cash
      expenditures, receivable collections, asset sales and
      projected cash requirements;

   c) attend meetings including the Committee, the Debtor,
      creditors, their attorneys and consultants, Federal and
      state authorities, if required;

   d) review of Debtor's periodic operating and cash flow
      statements;

   e) review of Debtor's books and records for related party
      transactions, potential preferences, fraudulent
      conveyances and other potential pre-petition
      investigations;

   f) any investigation that may be undertaken with respect to
      the prepetition acts, conduct, property, liabilities and
      financial condition of the Debtor, their management,
      creditors including the operation of their businesses, and
      as appropriate avoidance actions;

   g) review and analyze proposed transactions for which the
      Debtor seeks Court approval;

   h) assist in a sale process of the Debtor collectively or in
      segments, parts or other delineations, if any;

   i) assist the Committee in developing, evaluation,
      structuring and negotiating the terms and conditions of
      all potential plans of reorganization including
      preparation of a liquidation analysis;

   j) provide analysis of claims filed;

   k) estimate the value of the securities, if any, that may be
      issued to unsecured creditors under any such plan;

   l) provide expert testimony on the results of our findings;

   n) assist the Committee in developing alternative plans
      including contacting potential plan sponsors if
      appropriate; and

   n) provide the Committee with other and further financial
      advisory services with respect to the Debtor, including
      valuation, general restructuring and advice with respect
      to financial, business and economic issues, as may arise
      during the course of the restructuring as requested by the
      Committee.

James Horgan reports that Weiser professionals' billing rates are:

         Designation           Billing Rate
         -----------           ------------
         Partners              $312 - $400 per hour
         Senior Managers       $264 - $312 per hour
         Managers              $204 - $264 per hour
         Senior                $168 - $204 per hour
         Assistants            $108 - $132 per hour
         Paraprofessionals     $72 - $132 per hour

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


NEW WORLD: Committee Looks to Jefferies for Financial Advice
------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in New World
Pasta Company and its debtor-affiliates' chapter 11 cases, asks
the U.S. Bankruptcy Court for the Middle District of Pennsylvania,
for permission to retain Jefferies & Company, Inc., as its
financial advisors.

The Committee submits that the services of a financial advisor are
necessary to enable it to evaluate the complex financial and
economic issues raised by the Debtors.

Jefferies provides a broad range of corporate advisory services to
its clients, including services pertaining to:

   (1) general financial advice;

   (2) mergers, acquisitions, and divestitures;

   (3) special committee assignments;

   (4) capital raising; and

   (5) corporate restructuring.

Working as the Committee's financial advisors, Jefferies will:

   a) become familiar, to the extent Jefferies deems
      appropriate, with and analyze the business, operations,
      properties, financial condition and prospects of the
      Debtors;

   b) advise the Committee on the current state of the
      "restructuring market";

   c) assist and advise the Committee in developing a general
      strategy for accomplishing the Restructuring;

   d) assist and advise the Committee in implementing a plan of
      Restructuring with the Debtors;

   e) assist and advise the Committee in evaluating and
      analyzing a Restructuring including the value of the
      securities, if any, that may be issued to certain
      creditors under any Restructuring plan;

   f) assist and advise the Committee with any litigation
      regarding a plan of reorganization or the value of the
      Company or its assets; and

   g) render such other financial advisory services as may from
      time to time be agreed upon by the Committee and
      Jefferies.

Jefferies will be paid:

   a) a $100,000 nonrefundable monthly cash retainer fee; and

   b) a Transaction Fee based upon the Total Distribution equal
      to:

       (i) $500,000; plus

      (ii) 2.0% of any Total Distribution greater than 10% of
           the Claim Balance.

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


NOMURA ASSET: S&P Affirms Ratings on 55 Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 55
classes of certificates from five transactions issued by Nomura
Asset Acceptance Corporation Alternative Loan Trust.  
Approximately $409.1 million in certificates are affected.

The affirmations are based on projected credit support levels that
are sufficient to maintain the current ratings. Projected credit
support percentages for the certificates not currently rated 'AAA'
range from 0.75x to 1.98x their original amounts.  Credit
enhancement for these transactions is provided through
subordination of the junior classes.  In addition, series 2003-A3,
2004-AP1, and 2004-AP2 have excess interest and
overcollateralization.

The performance of these transactions has been very good.  As of
the June 25, 2004 distribution date, delinquencies ranged from
0.89% to 7.46% of the current pool balances.  None of the
transactions, with the exception of 2003-A2, has suffered a
realized loss.  Series 2003-A2 had cumulative losses of $77,056,
which is three basis points of its original pool balance.

The underlying collateral for these certificates are first-lien,
fixed-rate, 30-year residential mortgage loans.
   
                        Ratings Affirmed
      Nomura Asset Acceptance Corp. Alternative Loan Trust
   
      Series     Class                             Rating
      ------     -----                             ------
      2003-A1    A-1, A-2, A-3, A-4, A-5           AAA
      2003-A1    A-6, A-7, A-IO, APO               AAA
      2003-A1    M                                 AA
      2003-A1    B-1                               A
      2003-A1    B-2                               BBB
      2003-A1    B-3                               BB
      2003-A1    B-4                               B
      2003-A2    A-1, A-2, A-3, AIO-1, A-IO-2      AAA
      2003-A2    M-1                               AA+
      2003-A2    M-2                               AA
      2003-A2    B-1                               A
      2003-A2    B-2                               BBB+
      2003-A2    B-3                               BBB
      2003-A2    B-4                               BBB-
      2003-A2    B-5                               BB
      2003-A2    B-6                               B
      2003-A3    A-1, A-IO                         AAA
      2003-A3    M-1                               AA
      2003-A3    M-2                               A
      2003-A3    B-1                               BBB
      2004-AP1   A-1, A-2, A-3, A-4A, A-4B         AAA
      2004-AP1   A-5, A-6, A-IO                    AAA
      2004-AP1   M-1                               AA
      2004-AP1   M-2                               A
      2004-AP1   M-3                               BBB
      2004-AP2   A-1, A-2, A-3A, A-3B, A-4         AAA
      2004-AP2   A-5, A-6, A-IO                    AAA
      2004-AP2   M-1                               AA
      2004-AP2   M-2                               A
      2004-AP2   M-3                               BBB


NORAMPAC INC: Reports $1.3 Million of Net Income in 2nd Quarter
---------------------------------------------------------------
Norampac Inc. reports net income of $1.3 million or $8.9 million
of net income excluding specific items for the quarter ended June
30, 2004.  This compares $1.1 million net income or $9.1 million
of net income excluding specific items for the same period in
2003.

Commenting on the results, Mr. Marc-Andre Depin, President and
Chief Executive Officer, stated: "We continue to remain positive
about the economy.  Despite a stronger Canadian dollar and high
energy prices, we still believe that the Company should generate
improved results as the year progresses taking into account the
second price increase effective July 1 of this year which is
currently being implemented, and the continued strong demand for
corrugated containers."

                      Quarterly Highlights

    -- Mainly due to a stronger Canadian dollar, average reported
       Canadian selling prices were lower in both the
       containerboard and the corrugated products segments;

    -- Unrealized loss of $6.8 million on financial instruments
       related to some commodity hedging contracts due to the new
       CICA guidelines on hedge accounting;

    -- The Company's North American primary mill capacity
       utilisation rates excluding the Burnaby Paper mill
       currently on strike was approximately 94% up from 91% in
       2003; and

    -- The Company's North American integration level increased to
       65% up from 63% compared to the same period in 2003.

Sales for the second quarter of 2004 were $327 million, which
represents about the same level as the second quarter in 2003.
Shipments of containerboard were down by 1.6% in the second
quarter of 2004, compared to the same quarter in 2003, but were up
by 1.2% compared to the first quarter of 2004, despite the strike
at our Burnaby Paper mill since April 10, 2004.  Shipments of
corrugated products for the second quarter of 2004 were at the
same level, compared to the same quarter in 2003, despite
additional volume related to the Thompson corrugated products
plant acquired in April 2004.

Operating income amounted to $13.3 million in the second quarter
of 2004, compared to $23.4 million for the corresponding quarter
in 2003.  The 2004 operating income includes an unrealized loss on
derivative financial instruments of $6.8 million. The decrease in
operating income is mainly attributable to lower selling prices in
both the containerboard and the corrugated products segments, and
higher freight and energy costs, partially
offset by lower fiber costs.

                   Six-Month period ended June 30

Net income for the six-month period ended June 30, 2004 were
$10.2 million or $12.2 million of net income excluding specific
items. This compares to net income of $13.2 million or $17.6
million of net income excluding specific items for the same period
in 2003.

For the six-month period ended June 30, 2004, sales were
$619 million compared to $644 million for the same period in 2003.
For the six-month period ended June 30, 2004, shipments of
containerboard remained at the same level compared to the same
period in 2003 while shipments of corrugated products were up by
2.4%, compared to the same period in 2003, mainly due to the
volume related to the Schenectady corrugated products plant
acquired in April 2003.

For the six-month period ended June 30, 2004, operating income
amounted to $33.6 million, compared to $43.9 million for the same
period in 2003.  The 2004 operating income includes an unrealized
gain on derivative financial instruments of $4.4 million.  In
comparing the two six-month periods, the reduction is mainly
related to lower selling prices in both the containerboard and the
corrugated products segments, and higher freight costs partially
offset by lower fiber costs and energy costs.

         Supplemental information on non-GAAP measures

Operating income, operating income excluding specific items and
net income excluding specific items are non-GAAP measures. The
Company believes that it is useful for investors to be aware of
specific items that adversely or positively affected its GAAP
measures, and that the above mentioned non-GAAP measures provide
investors with a measure of performance to compare its results
between periods without regard to these specific items.  The
Company's measures excluding specific items have no standardized
meaning prescribed by GAAP and are not necessarily comparable to
similar measures presented by other companies and therefore should
not be considered in isolation.

Specific items are defined as items such as debt restructuring
charges, unrealized gain or loss on derivative financial
instruments that do not qualify for hedge accounting, foreign
exchange gain or loss on long-term debt and other significant
items of an unusual or non-recurring nature.

Norampac (S&P, BB+ Long-Term Corporate Credit Rating, Stable
Outlook) owns eight containerboard mills and twenty-five
corrugated products plants in the United States, Canada and
France.  With annual production capacity of more than 1.6 million
short tons, Norampac is the largest containerboard producer in
Canada and the 7th largest in North America.  Norampac, which is
also a major Canadian manufacturer of corrugated products, is a
joint venture company owned by Domtar Inc. (symbol : DTC-TSX) and
Cascades Inc. (symbol : CAS-TSX).


P-COM INC: Reduces Outstanding Short-Term Liabilities by $8.3 Mil.
------------------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCMC), a worldwide provider of
broadband wireless access products and services to carriers,
commercial enterprises and government agencies, reported two
settlements that have eliminated $8.34 million in liabilities from
its balance sheet.

The settlements in June and July include net reductions of $7.5
million and $840,000 that stem from liabilities related to an
original equipment manufacturer agreement and a supply contract
with two separate large European vendors, respectively.

The Company also reported that approximately $400,000 in revenue
to a single customer will be recognized in the third quarter of
2004. Originally the Company had expected to recognize this
revenue in the second quarter. As a result of this development,
the Company now expects revenue in the second quarter of 2004 to
be $6.9 million, representing the fifth consecutive quarter of
revenue growth. Final results will be reported on Thursday, July
29, 2004 after the market close.

"P-Com continues to make significant progress in strengthening its
balance sheet and has eliminated more than $37.0 million in debt
and additional liabilities during the past 12 months," said P-Com
Acting CFO Dan Rumsey. "Together with the other gains from our
restructuring efforts during the past year, these additional
settlements provide P-Com with a significantly stronger balance
sheet, giving us the opportunity to focus on delivering our
products to the marketplace, as well as devote more resources to
new product and corporate developments."

Over the past two years, P-Com has successfully completed a
comprehensive financial restructuring that has eliminated a
substantial portion of its short-term debt and all of its long-
term debt, significantly reduced expenses, and disposed of certain
non-performing assets and business units.

                      About P-Com, Inc.  

P-Com, Inc. develops, manufactures, and markets point-to-point,   
spread spectrum and point-to-multipoint, wireless access systems   
to the worldwide telecommunications market. P-Com broadband   
wireless access systems are designed to satisfy the high-speed,   
integrated network requirements of Internet access associated
with  Business to Business and E-Commerce business processes.
Cellular and personal communications service (PCS) providers
utilize P-Com point-to-point systems to provide backhaul between
base stations and mobile switching centers. Government, utility,
and business entities use P-Com systems in public and private
network applications.  See http://www.p-com.com/   
  
                          *   *   *  
  
In its Form 10-Q for the period ended March 31, 2004 filed with   
the Securities and Exchange Commission, P-Com, Inc. reports:  
  
"As  reflected in the financial statements, for the three-month   
period ended March 31, 2004, the Company incurred a net loss of   
$2.4 million and used $2.0 million cash in its operating   
activities. As of March 31, 2004, the Company had stockholders'  
equity of $6.9 million, and accumulated deficit of $366.3
million. Also as of March 31, 2004, the Company had approximately
$4.1 million in cash and cash equivalents, and a working capital  
deficiency of approximately $4.1 million. To address its working  
capital deficiency, management is currently executing a plan that   
involves the elimination or reduction of certain liabilities, the   
acquisition of additional working capital, increasing revenue and   
revenue  sources, reducing operating expenses and, ultimately,   
achieving profitable operations. Management must be successful in   
its plan in order to continue as a going concern.  
  
"Considering the uncertainty regarding P-Com's ability to   
materially increase sales, P-Com's known and likely cash   
requirements in 2004 will likely exceed available cash resources.   
As a result of this condition, management is currently evaluating   
(i) the sale of certain non-productive assets; (ii) certain   
opportunities to obtain additional debt or equity financing; and   
(iii) seeking a strategic acquisition or other transaction that   
would substantially improve P-Com's liquidity and capital
resource position. P-Com may also be required to borrow from its
existing Credit Facility in order to satisfy its liquidity
requirements.  
  
"No assurances can be given that additional financing will  
continue to be available to P-Com on acceptable terms, or at all.   
If the Company is unsuccessful in its plans to (i) generate   
sufficient revenues from new and existing products sales; (ii)   
diversify its customer base; (iii) decrease costs of goods sold,   
and achieve higher operating margins; (iv) obtain additional debt   
or equity financing; (v) refinance the obligation due Agilent of   
approximately $1.7 million due December 1, 2004; (vi) negotiate   
agreements to settle outstanding claims; or (vii) otherwise   
consummate a transaction that improves its liquidity position,
the Company will have insufficient capital to continue its
operations. Without sufficient capital to fund the Company's
operations, the Company will no longer be able to continue as a
going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts or to amounts and classification of
liabilities that may be necessary if the Company is unable to
continue as a going concern."


PARADISE MUSIC: Says Hein & Associates Never Completed 2001 Audit
-----------------------------------------------------------------
As of October 3, 2003, Paradise Music & Entertainment, Inc.'s
Board of Directors approved the engagement of James E. Scheifley &
Associates, P.C., to act as its certifying accountant.

On May 18, 2004, Hein & Associates LLP formally notified the
Company that it had resigned as the Company's certifying
accountant. The Company had engaged Hein & Associates LLP to audit
its financial statements for the fiscal year ended December 31,
2001.  However, this audit was never completed.

Hein & Associates never issued a report on the Company's financial
statements as they never completed their audits. They requested
certain schedules and supporting documentation from the Company,
however, the Company was unable to pursue the effort at that time
due to lack of capital. No further effort was performed by Hein &
Associates.

Paradise Music & Entertainment, a music, film, and digital
entertainment company, generates most of its revenue by producing
TV commercials, music videos, and original music scores and ad
themes, as well as by managing music artists. The company also
creates and delivers Web content for online and digital customers.
The company has closed advertising subsidiaries Straw Dogs and
Shelter Films, which contributed about 70% of revenue.


PARMALAT GROUP: Grupo Lala Buys Milk Pasteurizing Plant in Mexico
-----------------------------------------------------------------
Grupo Lala SA, the largest milk producer in Mexico, acquired  
Parmalat assets in Mexico for an undisclosed amount, Nick  
Benequista at Bloomberg News reports.  Lala purchased Parmalat  
Mexico's milk pasteurizing plant in Lagos de Moreno, Jalisco, all  
of Parmalat's inventories, and the right to distribute under the  
Parmalat brand in Mexico.

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)    


PEGASUS SATELLITE: Wants Court to Extend Lease Decision Deadline
----------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, a debtor
must assume or reject its unexpired non-residential real property
leases within 60 days after the Petition Date.  The statute
provides that the Court may extend the 60-day period, at the
debtor's request, for cause.

Since the Petition Date, Pegasus and its debtor-affiliates'
management and professionals have been consumed with:

    * obtaining interim and final approval of the first day
      motions;

    * addressing numerous litigation matters involving the
      purported termination of the Debtors' exclusive rights to
      distribute DirecTV programming in their exclusive
      territories and DirecTV, Inc.'s attacks on the Debtors'
      subscriber base;

    * responding to information requests and concerns of the
      Committee and various creditor constituencies; and

    * handling the typical business emergencies that occur
      immediately following a Chapter 11 filing of a large
      company.

As a result, Robert J. Keach, Esq., at Bernstein, Shur, Sawyer &
Nelson, in Portland, Maine, tells the Court, the current lease
decision period does not provide the Debtors enough time to
determine whether to assume or reject their real property leases.

The Debtors, therefore, ask the Court to extend the time within
which they may assume or reject any leases, subleases or other
agreements that may be considered unexpired non-residential real
property leases, through and including November 1, 2004.

Mr. Keach asserts that a three-month extension should be granted
so that the Debtors may preserve maximum flexibility in
restructuring their business.  Flexibility is needed given:

    -- the current uncertainty regarding the purported termination
       of the Member Agreements with the National Rural
       Telecommunications Cooperative on August 31, 2004;

    -- the outcome of the Debtors' adversary proceeding against
       the NRTC and DirecTV; and

    -- the related appeal before the United States District Court
       for the District of Maine.

Without an extension, the Debtors could be forced prematurely to
assume Real Property Leases that would later be burdensome or
unnecessary, giving rise to large potential administrative claims
against the Debtors' estates and hampering their ability to
reorganize successfully.  Alternatively, the Debtors could be
forced prematurely to reject the Real Property Leases that would
have been of benefit to them, to the collective detriment of all
stakeholders.

Pending the Debtors' decision to assume or reject the Real
Property Leases, Mr. Keach assures the Court that the Debtors
will perform all of their undisputed obligations arising from and
after the Petition Date in a timely fashion, including the
payment of postpetition rent due, as required by Section
365(d)(3).  Although the lessors to the Real Property Leases have
not expressly consented to their request for extension, the
Debtors believe that there's little or no prejudice to the
lessors as a result of the requested extension.

Mr. Keach further points out that the extension would be subject
to and without prejudice to the Debtors' right to request a
further extension of the time to assume or reject the Real
Property Leases.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading  
independent provider of direct broadcast satellite (DBS)
television. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Lead Case No. 04-20889) on
June 2, 2004. Leonard M. Gulino, Esq., and Robert J. Keach, Esq.,
at Bernstein, Shur, Sawyer & Nelson, represent the Debtors in
their restructuring efforts. When the Debtors filed for protection
from their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue No.
7; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PHELPS DODGE: Schedules 2004 Second Quarter Conference Today
------------------------------------------------------------
Phelps Dodge will discuss with its shareholders its second quarter
2004 financial results today at 11:00 a.m. EDT via the Internet.
  
Phelps Dodge Corp. is the world's second-largest producer of
copper, a world leader in the production of molybdenum, the
largest producer of molybdenum-based chemicals and continuous-cast
copper rod, and among the leading producers of magnet wire and
carbon black.  The company and its two divisions, Phelps Dodge
Mining Co. and Phelps Dodge Industries, employ more than 13,500
people in 27 countries.

If you are unable to participate during the live webcast, the
archive will be available through August 3, 2004 on the website
http://www.phelpsdodge.com To access the replay, click on the  
designated button on the company home page.  

Phelps Dodge Corporation is a global leader in the mining and
manufacturing industries, employing more than 13,500 people in 27
countries.

As reported in the Troubled Company Reporter's December 15, 2003
edition, Fitch has changed the Rating Outlook on Phelps Dodge to
Positive from Stable and affirmed the company's senior unsecured
rating at 'BBB-', commercial paper at 'F3' and the company's
mandatory convertible preferred at 'BB+'.


PREMCOR: S&P Affirms BB- Corp. Rating & Says Outlook Now Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit ratings on The Premcor Refining Group Inc. and parent
Premcor USA Inc. and revised its outlook on the companies to
stable from negative.

As of March 31, 2004, Old Greenwich, Connecticut-based Premcor had
approximately $1.8 billion of debt outstanding, pro forma for the
Delaware City refinery acquisition completed May 1, 2004.

The outlook revision reflects Premcor's improved liquidity
position and ability to better withstand a period of below
midcycle margins as the company strives to meet its hefty level of
capital expenditures through 2006.

"Although we continue to be concerned about the company's
significant capital spending needs (estimated to be about $1.7
billion though 2006), very strong refining margins and wide heavy
sour crude differentials have allowed Premcor to build its cash
balances rather quickly," said Standard & Poor's credit analyst
Steven Nocar.

"Premcor's recent cash build has given us increased comfort that
the company will be able to internally fund a substantial portion
of its onerous capital projects through the intermediate term,"
continued Mr. Nocar.  The company is likely to have cash balances
in excess of $560 million as of June 30, 2004.

The stable outlook reflects Premcor's improved liquidity position
and expectations of higher-than-average refining margins through
the end of 2004.  Future rating actions will depend on how the
company either consumes or conserves liquidity relative to its
future spending needs.

The most likely case for negative rating actions is an extended
depression in refining margins that causes Premcor's cash
resources to significantly dwindle as it endeavors to meet new
clean-fuels standards.  Conversely, positive actions to the rating
or outlook on the company will be tied to potential improvement in
Premcor's cash resources.  Premcor operates four refineries of
varying complexity with total processing capacity of about 790,000
barrels per day.


RACQUET CLUB: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Racquet Club of East Greenbush
        590 Columbia Turnpike
        East Greenbush, New York 12061

Bankruptcy Case No.: 04-14851

Type of Business: The Debtor operates a recreation and sports
                  fitness center.

Chapter 11 Petition Date: July 23, 2004

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Kathryn S. Dell, Esq.
                  298 North Greenbush Road
                  Troy, NY 12180
                  Tel: 283-3546

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


RCN CORP.: Wells Fargo & Vulcan Appeal Exit Financing Decision
--------------------------------------------------------------
Wells Fargo & Company and Vulcan Ventures, Inc., will take an  
appeal of Judge Drain's order approving the Exit Financing  
Commitments and the payment of related fees and expenses by RCN
Corporation and its debtor-affiliates.  Wells Fargo and Vulcan
Ventures will ask the U.S. District Court for the Southern
District of New York to assess whether Judge Drain erred in:

   -- ratifying the Debtors' execution of each of the Commitment
      Letter, the Fee Letter, the Engagement Letter, the
      Engagement Indemnity Letter and the Work Letter; and

   -- authorizing and empowering the Debtors to perform the
      obligations set forth in each of the documents and the
      obligations incurred by them, including those obligations
      in respect of the escrow funding arrangements set forth in
      the Commitment Letter, the indemnities, the liens and
      superpriority claims to be granted.

Wells Fargo and Vulcan Ventures want the District Court to review  
whether an exit facility that (i) by its terms, cannot benefit  
the estate until a plan of reorganization is confirmed and  
becomes effective, and (ii) presently burdens the estate with  
significant fees and expenses, is:

   (a) governed by Sections 1125, 1126, 1128 and 1129 of the
       Bankruptcy Code; and

   (b) subject to the standard of the Debtors' business judgment
       under Section 363(b);

Wells Fargo and Vulcan Ventures will also ask the District Court  
to determine whether:

   (1) The exit facility constitute an impermissible sub rosa
       plan of reorganization; and

   (2) The Bankruptcy Court violated Wells Fargo's and Vulcan
       Ventures' rights to due process by authorizing the Debtors
       to file under seal the Fee Letter and Engagement Letter
       relating to the Debtors' request to approve the Exit
       Financing Commitments and the payment of related fees and
       expenses.  The Sealing Order barred Wells Fargo and Vulcan
       Ventures from having access to information concerning the
       Exit Facility.

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)     


RF MICRO: Schedules FY'04 Annual Shareholders Meeting Today
-----------------------------------------------------------
RF Micro Devices, Inc. (Nasdaq: RFMD), a leading provider of
proprietary radio frequency integrated circuits (RFICs) for
wireless communications applications, intends to provide a live
audio webcast of its fiscal 2004 annual meeting of shareholders.
The annual meeting is scheduled to begin at 10:00 a.m. Eastern
Time today, Tuesday, July 27, 2004.

Investors may access the audio webcast of the annual meeting over
the Internet through a link on the Investor Relations page of RF
Micro Devices' website at the following URL:

    http://ir.ccbn.com/ireye/ir_site.zhtml?ticker=RFMD&script=2100  

Interested individuals are encouraged to access the link to the
webcast prior to its commencement to ensure the availability of
the necessary audio software. Individuals accessing the
presentation via webcast will not be able to vote, ask questions
or otherwise participate in the meeting. An audio replay of the
meeting will be available later in the day on the Investor
Relations/News and Events/RFMD Conference Calls page of RF Micro
Devices' website at the following URL:

    http://ir.ccbn.com/ireye/ir_site.zhtml?ticker=RFMD&script=1100

RF Micro Devices, Inc., an ISO 9001- and ISO 14001-certified  
manufacturer, designs, develops, manufactures and markets  
proprietary RFICs primarily for wireless communications products  
and applications such as cellular and PCS phones, base stations,  
WLANs and cable television modems. The Company offers a broad  
array of products - including amplifiers, mixers,  
modulators/demodulators, and single-chip receivers, transmitters  
and transceivers - representing a substantial majority of the  
RFICs required in wireless subscriber equipment. The Company's  
goal is to be the premier supplier of low-cost, high-performance  
integrated circuits and solutions for applications that enable  
wireless connectivity. RF Micro Devices, Inc. is traded on the  
Nasdaq National Market under the symbol RFMD. For more information  
about RFMD, please visit http://www.rfmd.com/

                        *   *   *

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 Greensboro, North  
Carolina-based RF Micro Devices Inc. (RFMD), and revised the  
ratings outlook to stable from negative.

"The action recognized improving business conditions and a growing  
business base, resulting in improved profitability and stronger  
debt-protection measures. The ratings continue to reflect the  
company's relatively concentrated revenue base, high debt levels,  
and rapid technology and marketplace evolution, as well as its  
good position in its niche market and strong customer  
relationships," said Standard & Poor's credit analyst Bruce Hyman.


RUSSEL METALS: Reports Increased Revenues in Second Quarter 2004
----------------------------------------------------------------
Russel Metals Inc. (TSX:RUS) reports its second quarter 2004 net
earnings of $50.4 million compared to the second quarter 2003 net
earnings of $3.5 million.  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.

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

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.  

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."

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.


ST. JOSEPH: S&P Affirms Low-B Corporate & Senior Debt Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Canadian
printing and media company St. Joseph Printing Ltd. to negative
from stable.  At the same time, the 'B+' long-term corporate
credit rating and the 'B-' rating on the company's senior
unsecured notes were affirmed.

The outlook revision is based on St. Joseph's soft operating and
financial performance, which is below Standard & Poor's
expectations.  "We believe that the company will continue to be
challenged in the remainder of 2004 by the highly competitive
environment in which it operates, given print pricing and volume
pressures," said Standard & Poor's credit analyst Lori Harris.  In
addition, the company is exposed to soft demand in the government
print segment, which might not recover as quickly as expected.

The ratings on St. Joseph reflect the company's high debt
leverage, reduced profitability, customer concentration, limited
geographic diversity, and a relatively weak market position in the
highly competitive printing industry.  These factors are partially
mitigated by St. Joseph's modern, efficient operations, as well as
its strong integration and growth potential of content creation
and digital printing.

If St. Joseph's operating and financial performance do not show
improvement in the near term, the ratings could be lowered.
Furthermore, failure to secure a new financing commitment for the
C$75 million senior unsecured notes in the next couple of months
could prompt a ratings downgrade.


STAR NAVIGATION: Equity-for-Debt Swap Priced at C$0.30 per Share
----------------------------------------------------------------
Star Navigation Systems Group Ltd. (TSX Venture: SNA), the
developer of the In-Flight Safety Monitoring System(TM)
(ISMS(TM)), clarifies that with regards to its agreement with
creditors to exchange common shares in Star for outstanding debts,
the deemed price per share agreed upon is C$0.30.  In addition,
the amount of debt to be exchanged for common shares totals
C$1,071,451.  If approved by the TSX-V, a total of 3,571,503
common shares will be issued in full satisfaction of the amounts
owed.

Messrs Viraf Kapadia, Star CEO, Hilary Vieira, Star President and
Mr. Peter Verbeek, Star Director, will receive 474,936 common
shares, 207,240 common shares and 204,666 common shares
respectively, as repayment for the amounts of $142,481, $62,172
and $61,400, being personal funds advanced by them in respect of
various ongoing Star expenses during its developmental stage, up
to February, 2004.  A related company will also receive 621,090
common shares in lieu of rent owing in the amount of $186,327,
also as of February 2004.

A total of 2,063,570 common shares is proposed to be issued to
unrelated creditors.  Shareholders present at the recent Annual
and Special General Meeting unanimously approved this transaction.
Approximately 99.9% of shareholders not attending the meeting but
responding by proxy also approved of the transaction.

Application has been made to the TSX Venture Exchange for approval
of the share/debt exchange.  

                        About the Company

Star Navigation Systems Group Ltd. is a technology company that
provides state-of-the-art hardware and software solutions
primarily to commercial and corporate aviation operators around
the world.  Star Navigation's solutions assist in enhancing flight
safety and fleet resource management.   

Star Navigation is focused on providing solutions that lead to
enhanced protection of valuable assets of aviation operators and
improving their financial performance. The Company's
manufacturing, marketing/sales and service facilities are located
in Toronto, Canada. Star trades on the Toronto Venture Exchange
(TSX-V) under the symbol 'SNA'.

As of March 31, 2004, Star's stockholder deficit amounts to
$8,336,225 compared to a deficit of $6,520,063 as of June 30,
2003.    


STRONGBOW: Plans to Sell 2M Flow-Through Shares to Get $1.5 Mil.
----------------------------------------------------------------
Strongbow Exploration Inc. (TSXV: SBW) arranged a private
placement financing with a number of individuals and institutions.
The Company will sell 2,000,000 flow-through shares at a price of
$0.75 per share for gross proceeds of $1.5 million.  The Company
has agreed to pay a finder's fee of 3% on a portion of the private
placement.  The shares are to be qualified as "flow-through"
shares under the Income Tax Act (Canada).  A portion of the
placement will be sold to Company directors.  The placement is
subject to acceptance by the securities regulatory authorities.

The proceeds of the financing will be used to finance the
Company's ongoing exploration in the Northwest Territories and
Nunavut.  Strongbow has a number of field operations underway with
crews on the ground in the Anialik volcanic belt, the Melville
Peninsula and on the Musk deposit.  Ground geophysics will shortly
be carried out on the Musk property and will be followed by a
drilling program scheduled to commence by August 15, 2004.  The
presence of a gravel airstrip on the property will enable drilling
to continue through freeze-up.  The Musk leases cover a
volcanogenic massive sulphide deposit which is enriched in gold
and silver.  Drilling is aimed at increasing the existing 400,000
tonne reserve by exploring down dip and along strike.  The
property is subject to an agreement with Noranda Inc.

                        About the Company

Strongbow Exploration Inc. was formed on May 3, 2004, as a result
of the amalgamation of Strongbow Resources Inc. and Navigator
Exploration Corporation, both significant northern explorers. The
new company maintains an interest in approximately 1.5 million
hectares of prospective land in Canada's north.  Strongbow is
actively exploring these properties, with exposure to over
$7 million in planned exploration expenditures in 2004.

The company continues to pursue high-quality diamond, gold, silver
and base metal properties in an effort to provide shareholders
with leveraged exposure to northern Canada's most exciting
exploration plays.

As of January 31, 2004, the Company posts a stockholders' deficit
of $6,548,335 compared to a deficit of $6,006,916 at January 31,
2003.


TELEX COMMS: Reports $77.7 Million Net Sales in Second Quarter
--------------------------------------------------------------
Telex Communications, Inc. reported operating results for its
second quarter and six months ended June 30, 2004. Net sales for
the second quarter were $77.7 million, an increase of 13% compared
to net sales of $68.8 million for the second quarter a year ago.
Operating income for the quarter increased 41% to $10.5 million
compared to $7.4 million for the second quarter last year.

Net sales for the six months ended June 30, 2004 were $145.0
million, an increase of 12% over net sales of $129.7 million for
the same period a year ago. Operating income for the six months
increased 63% to $17.3 million compared to operating income of
$10.6 million for the first six months last year.

Raymond V. Malpocher, chief executive officer, commented: "We are
pleased to announce our second quarter results, continuing our
strong start to the fiscal year. We had successes in our Pro Audio
business segment from new products introduced in the first quarter
of 2004 and strong end user demand from customers upgrading their
equipment and technology. Our strategic growth initiatives, strong
market position, broad product portfolio and global presence in
the Pro Audio business segment provide us encouragement for the
remainder of the year.

Although our Audio and Wireless Technology business segment has
experienced some challenges in certain product areas and is down
7.6% in sales on a six month comparative basis, we are very
excited about the future prospects being created by the AWT group.
We have recruited excellent top management in the past year. We
are investing in technology and improving our infrastructure with
actions that are needed and timely. We expect these actions to
plant the AWT seeds for next year's growth," Mr. Malpocher
concluded.

                       Financial Highlights

Pro Audio segment sales of $64.2 million for the second quarter
increased $10.8 million from $53.4 million in the year ago
quarter. Sales of $118.0 million for the first six months of 2004
increased $17.5 million from $100.5 million for the first six
months of 2003. Several new product launches have been well
received by the marketplace and should continue good momentum into
the third quarter. Our backlog is still solid and the launch of a
new, exciting speaker line is on track.

Audio and Wireless Technology segment sales of $13.5 million for
the second quarter decreased $2.0 million from $15.5 million in
the year ago quarter. Sales of $27.0 million for the first six
months of 2004 decreased $2.2 million from $29.2 million for the
first six months of 2003. Cost containment allowed the AWT segment
to exceed its first half profit plan. We plan to continue to be
diligent about costs in the second half of the year and to invest
in the future with additional people and sales and marketing
support.

Net sales outside the U.S. represented 50% of total net sales for
the first six months, which is consistent with the levels achieved
over the past two years. Management continues to pursue
initiatives to increase the global presence of our products. The
Pro Audio segment has been successful on a global level and we see
additional opportunity to expand our Audio and Wireless Technology
product sales to a broader geographic audience.

                  About Telex Communications, Inc.

Telex Communications, Inc. is a worldwide industry leader in the
design, manufacture and marketing of audio and communications
products and systems to commercial, professional and industrial
customers. The Company markets over 30 product lines that span the
professional audio and communications sectors. The Company
operates through two business segments, Professional Audio and
Audio and Wireless Technology. The Professional Audio segment
product lines include sophisticated loudspeaker systems, wired and
wireless intercom systems, mixing consoles, amplifiers, wired and
wireless microphones and other related products. The Audio and
Wireless Technology segment product lines include digital audio
duplication products, military and aviation products, land mobile
communication systems, wireless assistive listening systems and
other related products.

Telex Communications, Inc. (Telex or Successor), a Delaware
corporation, is an indirect wholly owned subsidiary of Telex
Communications Holdings, Inc. (Old Telex or Predecessor). Telex
was formed in connection with the November 2003 restructuring of
Old Telex's debt obligations. Upon the closing of the
restructuring, Old Telex changed its name and Successor was
renamed. Reference to "the Company" in this press release means
Predecessor and/or Successor, as appropriate, for the relevant
period(s).

At June 30, 2004, Telex Communications' consolidated balance  
sheet shows a stockholders' deficit of $3,459,000 compared to a
deficit of $7,989,000 at December 31, 2003.


TITAN CORP: Will Release Final 2004 2nd Qtr Results on August 4
---------------------------------------------------------------
The Titan Corporation (NYSE: TTN) will release final second
quarter 2004 financial results before the market opens on
Wednesday, August 4, 2004.  At 10:00 a.m. Eastern (7:00 a.m.
Pacific) on the same day, Titan will also host its quarterly
earnings conference call.

The call will be hosted by Gene W. Ray, Titan's Chairman,
President & CEO, and Mark W. Sopp, Senior Vice President & CFO.  
The call will be webcast live via Titan's website at
http://www.titan.com. The conference call dial-in number is
(888) 428-4474.  International number is (612) 332-0345.  No
access code is required.

Webcast registration information will be available at
http://www.titan.comone week prior to the call.  An archive of  
the webcast will be available two hours following the conference
call.  A telephone replay of the call will be available beginning
at 10:30 a.m. (Pacific) through August 11, 2004 at 11:59 p.m.
(Pacific) by dialing (800) 475-6701 (access code 740156).
International replay number is (320) 365-3844 (access code
740156).

                          About Titan

Headquartered in San Diego, The Titan Corporation is a leading
provider of comprehensive information and communications systems
solutions and services to the Department of Defense, intelligence
agencies, and other federal government customers.  As a provider
of national security solutions, the company has approximately
12,000 employees and annualized sales of approximately
$2 billion.

                           *   *   *

As reported in the Troubled Company Reporter's June 30, 2004
edition, Standard & Poor's Ratings Services said that it revised
its CreditWatch listing on Titan Corp. to negative from
developing, following Lockheed Martin Corp.'s (BBB/Stable/A-2)
decision to terminate its $2.2 billion deal to acquire Titan
(BB-/Watch Neg/--).  
  
The ratings on Titan were originally placed on CreditWatch with
positive implications on Sept. 16, 2003, following the announced
acquisition of Titan by Lockheed Martin. On March 9, 2004, the
CreditWatch listing was revised to developing, following the
announcement of a Justice Department probe into whether overseas
consultants for Titan Corp. made illegal payments to foreign
officials, which jeopardized the completion of its acquisition by   
Lockheed Martin.  Lockheed Martin imposed a June 25, 2004 deadline
for Titan to enter into an agreement with the Justice Department,
which Titan was unable meet, leading to the termination of the
merger.


TNP ENTERPRISES: Inks $1 Bil. Acquisition Pact with PNM Resources
-----------------------------------------------------------------
PNM Resources (NYSE:PNM) and TNP Enterprises, Inc. signed a
definitive agreement under which PNM Resources will acquire all
the outstanding common shares of TNP Enterprises for approximately
$189 million comprised of equal amounts of PNM Resources common
stock and cash. PNM Resources will also assume approximately $835
million of TNP Enterprises' net debt and senior redeemable
cumulative preferred stock. PNM Resources' board of directors
unanimously approved the agreement. The equity investors in TNP
Enterprises, led by its largest holder, CIBC WG Argosy Merchant
Fund 2, L.L.C. and its affiliates, also approved the acquisition.

PNM Resources, the parent company of Public Service Company of New
Mexico, expects the transaction to generate at least 10 percent
annual accretion to its earnings per share in the first full year
after closing and 20 percent accretion to free cash flow.

TNP Enterprises is a privately owned holding company for Texas-New
Mexico Power Company and First Choice Power. TNMP provides
electric service to 85 cities and more than 252,000 customers in
Texas and New Mexico. Its affiliate, First Choice, is a retail
electric provider with more than 230,000 customers in Texas.

This acquisition strengthens PNM Resources' position as a leading
energy provider in the southwestern United States. With TNP
Enterprises, PNM Resources will serve nearly 716,000 electric
customers and 459,000 gas customers. The combined company will
have revenues of over $2.3 billion and serve a number of growing
communities, including Albuquerque, Santa Fe, and Alamogordo in
New Mexico, as well as suburban areas around Dallas-Fort Worth,
Houston, and Galveston in Texas. Through First Choice, the company
will also serve customers in communities throughout the Electric
Reliability Council of Texas (ERCOT) region. PNM Resources is an
industry leader in reliability and customer service, and a leading
supplier of renewable energy in its region. The company is
dedicated to delivering competitively priced energy throughout its
high-growth markets.

"With TNP Enterprises, PNM Resources will be a better company, not
just bigger," said Jeff Sterba, chairman, president and chief
executive officer of PNM Resources. "TNP Enterprises is a solid
fit with PNM Resources, and this transaction is consistent with
our strategy to balance stable and predictable regulated revenue
streams with opportunities for growth. Like our own regulated
business, TNMP, which accounts for almost three-quarters of TNP
Enterprises' earnings, has some of the highest reliability ratings
in the industry and solid customer satisfaction ratings. Through
PNM Resources' emphasis on process improvements and by combining
best practices, we expect to improve the performance of TNMP and
enhance the quality of customer service across both TNP
Enterprises and PNM. TNP Enterprises' unregulated retail business,
First Choice, will complement our successful western wholesale
operations through growth opportunities into the ERCOT market."

"By capitalizing on PNM Resources' strengths, including our solid
balance sheet and positive credit profile, we expect to achieve
strong returns for our shareholders as a result of this
acquisition," added Mr. Sterba. "Our expanded geographic footprint
in growing areas of the Southwest will also afford us with a
number of operating efficiencies and a broader service territory,
thereby providing diversity in markets, weather, and customer
usage patterns. Given our complementary businesses, we believe
that TNP Enterprises is the right choice for PNM Resources and
expect to realize the upside of our combination quickly and
seamlessly."

Mr. Sterba continued, "We have had the opportunity to develop a
positive relationship with our neighbor, TNP Enterprises, over the
years through business dealings such as being the power supplier
for TNMP's New Mexico customers. We know them well. Like our own
employees, TNP Enterprises' employees have an uncompromising
commitment to customers and their communities. We at PNM Resources
have worked successfully with regulators and constituents to
obtain agreements that benefit customers and shareholders alike.
We look forward to continuing our efforts in this regard as we
grow into new territories."

"This move is a positive development for our customers, our
employees and the communities we serve in both Texas and New
Mexico," said Michael Bray, TNP Enterprises' president and chief
operating officer. "PNM Resources' financial strength provides a
solid foundation for both continuing our high levels of customer
service and for growing our retail business. We look forward to
working with PNM Resources to identify and adopt the best
practices from both organizations to achieve the full benefits of
this transaction."

                  Benefits of the Transaction

   -- Expanded and more diversified geographic footprint. TNP
      Enterprises is a good strategic fit with PNM Resources.
      Parts of PNM Resources' gas service territory overlap with
      TNMP's New Mexico electric operations. Further, TNP
      Enterprises has three major service areas in Texas,
      expanding the regional scope of PNM Resources' service
      territory and providing PNM Resources with diversity in
      markets, weather, and customer usage patterns. First Choice
      serves customers throughout the entire ERCOT region. Both
      New Mexico and Texas benefit from strong demographics, which
      have led to growing demand for energy usage in those states.
      PNM experienced a compounded annual growth rate of 2.4
      percent in electric customers and 2 percent in gas customers
      between 2001 and 2003. TNMP reported 2.3 percent compounded
      annual customer growth during the same time period.

   -- Stable, low-risk revenue and cash flow. TNP Enterprises'
      utility operations, which contribute 70 percent of the
      company's EBITDA (earnings before interest, taxes,
      depreciation and amortization), will provide PNM Resources
      with a stable, low-risk, regulated source of revenue and
      cash flow. Following the close of the transaction, PNM
      Resources expects approximately 72 percent of its EBITDA to
      be generated by its regulated businesses.

   -- Ongoing operational synergies. By combining operations, PNM
      Resources expects to achieve approximately $10 million of
      annual pre-tax cost savings in the first year after closing.
      PNM Resources does not expect significant change or savings
      in the basic utility operations. Savings are expected to
      come largely from procurement, information technology          
      systems, and other shared administrative areas.
      
   -- Significant Interest Savings. PNM Resources has a strong
      balance sheet and proven track record in reducing debt. In
      2003, the company refinanced nearly $500 million of debt,
      which resulted in approximately $12 million in interest
      savings. Since 1999, the company has raised its credit
      quality from BB+ to its current rating of BBB. When the
      transaction is completed, PNM Resources intends to either
      retire or refinance $385 million of TNP Enterprises debt;
      redeem TNP Enterprises' preferred securities; and issue
      approximately $100 million of long-term debt at PNM
      Resources. These actions will result in a net long-term debt
      and preferred reduction of approximately $500 million. As a
      result, PNM Resources is expected to realize increased
      financial flexibility and net interest savings of
      approximately $40 million at TNP Enterprises, the
      unregulated holding company of TNMP and First Choice.

   -- Strategic growth opportunities. First Choice's established
      retail customer base and operating infrastructure offers a
      solid platform for entry into Texas. By utilizing PNM
      Resources' operating expertise, financial strength, and
      sourcing and hedging strategies, PNM Resources believes that
      there is potential to further improve margins in this
      business and increase market penetration. PNM Resources also
      expects that its strong credit profile will create more
      competitive supply opportunities for the business.

                           Terms

Under the terms of the agreement, TNP Enterprises' common
shareholders will receive approximately $189 million in
consideration, consisting of approximately 4.7 million newly
issued PNM Resources shares and the remainder being paid in cash,
subject to closing adjustments. The existing indebtedness and
preferred securities at TNP Enterprises will be retired. All debt
at TNMP will remain outstanding.

Based on the number of common shares outstanding on a fully
diluted basis and taking into account additional equity issuances,
following the transaction, PNM Resources' shareholders would own
94 percent of the company's common equity, and TNP Enterprises
shareholders would own approximately 6 percent.

                        Financing

In order to fund the acquisition and to deleverage TNP
Enterprises, PNM Resources expects to issue approximately $250
million of common equity, approximately $200 million of equity
linked securities, and approximately $100 million of long-term
debt. Of the total $450 million of common equity and equity linked
securities, approximately $95 million of common stock will be
issued to TNP Enterprises' shareholders, and PNM Resources has
executed a letter of intent with an existing shareholder to
purchase $100 million in equity linked securities. The remainder
of the financing will be placed in the public markets at or near
closing.

                      Credit Ratings

An important factor in evaluating this acquisition was the desire
to maintain PNM Resources' strong corporate credit rating of BBB
by Standard and Poor's Ratings Services and PNM's Baa2 by Moody's
Investors Service. PNM Resources has consulted with both Moody's
and Standard & Poor's regarding Sunday's announcement. Based on
those conversations, the company believes that it will retain the
current BBB and Baa2 ratings. As a result of the delevering, PNM
Resources also believes that TNMP will be considered for a ratings
upgrade.

                     Dividend Policy

It is anticipated that PNM Resources' Board of Directors will
maintain the company's current dividend policy of paying out 50 to
60 percent of regulated earnings. PNM Resources' dividend has
increased 4.5 percent over each of the last 3 years. PNM
Resources' current annual common stock dividend is $0.64 per
share. PNM Resources' Board generally considers the company's
dividend policy on an annual basis in February.

                    Conditions and Approvals

The transaction is subject to customary closing conditions and
regulatory approvals, including the New Mexico Public Regulation
Commission, the Public Utility Commission of Texas, the U.S.
Securities and Exchange Commission (under the Public Utility
Holding Company Act of 1935), the Federal Energy Regulatory
Commission, and antitrust review under the Hart-Scott-Rodino Act.
No shareholder approval is required. Given the straightforward
nature of the transaction, PNM Resources anticipates obtaining the
necessary regulatory approvals in 9 to 12 months.

                           Advisors

    -- Banc of America Securities LLC acted as sole financial
       advisor to PNM Resources and provided a fairness opinion.

    -- Pillsbury Winthrop LLP served as PNM Resources' legal
       counsel on the transaction.

    -- Goldman, Sachs & Co. acted as sole financial advisor to
       TNP Enterprises.

    -- Milbank, Tweed, Hadley & McCloy LLP served as
       TNP Enterprises' legal counsel on the transaction.

                     About PNM Resources

PNM Resources is an energy holding company based in Albuquerque,
New Mexico. PNM, the principal subsidiary of PNM Resources, serves
about 459,000 natural gas customers and 405,000 electric customers
in New Mexico. The company also sells power on the wholesale
market in the Western U.S. PNM Resources stock is traded primarily
on the NYSE under the symbol PNM.

                    About TNP Enterprises

TNP Enterprises' primary subsidiary, Texas-New Mexico Power
Company, was created in 1935. It provides community based electric
service to 85 cities and more than 252,000 customers in Texas and
New Mexico. First Choice Power, TNP Enterprises' other primary
subsidiary, is a retail electric provider with more than 230,000
customers in Texas. First Choice began providing retail electric
service to Texas customers in 2002 in response to the Texas
Electric Choice Act. Headquartered in Fort Worth, Texas, the
company has 37 offices throughout its service areas and
approximately 750 employees in two states. More information about
the company can be found at http://www.tnpe.com/

                         *   *   *

As reported in the Troubled Company Reporter's July 14, 2004
edition, Fitch has downgraded the ratings of TNP Enterprises, Inc.
and Texas New Mexico Power Company following Fitch's review of a
draft order by the Public Utility Commission of Texas regarding  
TNMP's stranded cost recovery filing. The ratings are removed from
Rating Watch Negative. The Rating Outlook is Negative.

TNMP had requested recovery of $266 million in stranded costs in
accordance with Texas' restructuring law, Senate Bill 7. This
amount consists primarily of the difference between the book value
of TNP One and proceeds from the sale of that asset in 2002 and
offsetting amounts relating to the reconciliation of prior fuel
expenses and to retail customers retained by TNMP's retail
affiliate. The PUCT draft order acknowledges stranded costs of a
range of $87 million to $98 million. While the company and other
intervenors in the case can appeal the decision, in the interim
the company is exposed to continuing uncertainty. Fitch expects
the disallowance to have a substantial negative effect on
financial results and particularly on debt reduction by TNMP and
TNP.

The TNP downgrades also reflect weaker than expected financial
results at FCP during the first half of 2004 as a result of
competitive pressure in the Texas marketplace in addition to the
unfavorable implications of the recently announced stranded cost
disallowance at TNMP. A final PUCT ruling similar to the draft
order would cause TNMP to record a non-cash write-down of roughly
$100 million. Such a write-down could result in materially lower
dividends from TNMP to its parent and cause the parent to rely on
dividends from the more volatile FCP. The disallowance is not
expected to trigger a covenant violation under the parent's bank
facility, but TNP would have less margin to offset any future
business set-backs.


UAL CORP: Secures New DIP Financing Facility through June 2005
--------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, reported it has
successfully negotiated an agreement to amend its debtor-in-
possession (DIP) financing credit facilities with its current
lenders, including JPMorganChase, Citigroup, and CIT, and a new
lender, GE Capital.

The facilities will provide UAL with an additional $500 million in
available funds, delivering the liquidity necessary to complete
UAL's successful restructuring. The maturity date is June 30,
2005, giving the company additional flexibility as it moves to
assemble an exit financing package. The agreement maintains the
favorable interest rates and types of covenants established in the
amended DIP agreement of May 2004.

The company will seek bankruptcy court approval of the amended
DIP agreement at the omnibus hearing currently scheduled for
August 20, 2004.

"Without the Air Transportation Stabilization Board (ATSB) loan
guarantee, we need to do more restructuring and cost reduction
work to formulate a business plan that will attract the financing
necessary to exit Chapter 11. The amended DIP gives us the time
and money to do this essential work in a systematic and measured
way," said Jake Brace, United's executive vice president and chief
financial officer. "The willingness of lenders to participate in
the amended DIP following the denial of the federal loan guarantee
reflects their confidence in our financial performance and ability
to become more competitive by further improving our cost
structure."

The amended DIP agreement contains financial covenants that do not
permit the company to make any payments inconsistent with its
current financial projections, effectively prohibiting further
pension contributions before exit, unless the lenders otherwise
consent based on a modified business plan. As a result, the
company does not expect to make any pension contributions before
exit because such payments would diminish the company's liquidity
and reduce flexibility, thus impairing the company's ability to
attract exit financing. In and of itself, this decision does not
affect the benefits currently being paid under these plans.

By amending the DIP and not making these pension contributions,
the company believes it will have adequate funding until its exit
from bankruptcy. These actions will enhance UAL's flexibility
while it continues to restructure in a challenging and uncertain
marketplace.

In the absence of a federal loan guarantee, United's long-term
business plan must have cash flow and liquidity levels that the
capital markets are willing to finance. Because existing pension
plan contributions will remain a huge financial burden after exit,
it is incumbent on United to study all possible options and to
determine whether United can sustain this burden and still attract
exit financing. At present, no decisions have been made and much
work and analysis needs to be completed. United is beginning to
discuss this situation with its unions and other stakeholders.

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


UAL CORP: Mechanics Chide Financing Barring Pension Contributions
-----------------------------------------------------------------
O. V. Delle-Femine, national director of the Aircraft Mechanics
Fraternal Association (AMFA), reacted sharply to Friday's
announcement that United Airlines parent company UAL Corp.
(OTCBB:UALAQ.BB) reached an interim financing agreement that bars
the firm from making pension contributions while the agreement is
in force.

"It is shameful that management is seeking to take away even more
from those who have already given the most--the employees and,
most scurrilously, the retirees of UAL, current and future. UAL
first demanded increases in contributions for promised medical
insurance from those who have the least from which to pay for such
coverage, and now is threatening the very source of funds needed
to pay for medical insurance and the other needs of life itself,"
he said.

"The company cannot amend the plan to reduce accrued benefits.
Accrued benefits include all benefits for current retirees and
terminated vested participants. For active participants, this
means benefits attributable to all service to date cannot be
reduced. The only way accrued benefits can be reduced is if the
plan is turned over to the Pension Benefit Guaranty Corporation
(PBGC) and either the accrued benefits exceed the PBGC guaranty
levels, or the PBGC ultimately cannot meet its obligations.

"The company can amend the plan to reduce or eliminate future
benefit accruals. This would not impact retirees or terminated
vested participants, but would reduce future accruals and the
ultimate benefits for active employees. It's not clear at this
juncture whether a change to reduce future accruals would require
bargaining, or if the bankruptcy status would allow the company to
do this unilaterally.

"From a funding perspective, there are major implications if the
company does not fund its 2004 minimum contribution by September
15, 2004. The implications of delays up to that date are minor."

Earlier this week, executives of United Airlines met with national
and local AMFA leaders at AMFA's invitation to discuss United's
recent deferral of its $72.4 million quarterly contribution to
employee pension plans. Union officials voiced concern that the
deferral will cause severe long-term problems with the pension
plans if United is unable to make required payments.

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


UNITED AIR: Flight Attendants Criticize New DIP Financing Pact
--------------------------------------------------------------
United Airlines Flight Attendant Master Executive Council
President Greg Davidowitch, of the Association of Flight
Attendants-CWA, AFL-CIO, issued the following statement regarding
United's decision to defer all pension payments throughout the
term of its recently announced bankruptcy loan.

"United's actions Friday are devastating for the security of our
pensions and the direction of our airline. Flight attendants have
continuously demonstrated our dedication to and support of this
airline through massive sacrifices and by doing a great job of
bringing our passengers back to our airline. Management's deferral
of pension payments is demoralizing to employee confidence,
marginalizes employees' future security and further burdens our
members, who have already sacrificed so much.

"Current management should explain to us why flight attendants
should continue to support their reorganization efforts if this is
the best United can offer for a lifetime of service. Without a
thoroughly committed workforce, the prospects for this management
team successfully implementing its reorganization are severely
jeopardized.

"While United's action falls short of an outright termination of
the pension plans, the company's actions make termination of the
pension plans likely. Flight attendants should not be forced to
shoulder the responsibility of bailing out United after the
decision of the Air Transportation Stabilization Board overseen by
the anti-worker White House."

More than 46,000 flight attendants, including the 21,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO. Visit us at
http://www.unitedafa.org/

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


UNITED REFINING: Improving Liquidity Prompts S&P's Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
independent petroleum refiner and retail marketer United Refining
Co.'s $200 million senior notes due 2014.  At the same time,
Standard & Poor's affirmed the ratings on United.  The outlook has
been revised to stable from negative.

Warren, Pennsylvania-based United has roughly $250 million in
debt, pro forma for the new notes, as of May 31, 2004.

"Proceeds of the notes will be used to refinance the company's
existing $180 million senior notes due 2007, $7 million for the
redemption premium and accrued interest, and to pay $5 million for
a shareholder distribution," said Standard & Poor's credit analyst
Steven K. Nocar.

The outlook revision is predicated on the following factors:

   -- Very strong crack spreads and wide heavy-sour crude
      differentials have allowed United to improve its financial
      profile.  Lease-adjusted debt to EBITDA is expected to
      improve to about 3.5x by Aug. 31, 2004, from about
      8x, while funds from operations to total debt should
      increase to 13%, from 2.7%.  However, using midcycle
      margins, these measures would be very weak, averaging about
      5.5x and 8%, respectively.

   -- Liquidity is improving.  United recently amended its secured
      credit facility to increase the maximum commitment to $75
      million from $50 million and average peak usage (assuming
      $35 crude oil prices) should be about $40 million.

   -- Under midcycle or better conditions, United should be
      capable of funding planned capital expenditures (including
      clean fuels) from internal sources.

The stable outlook on United reflects Standard & Poor's
expectations that the company's debt leverage has reached the
upper end of its targeted area.  Therefore, it is expected that
the company will manage its operations and any growth initiatives
in a manner that does not increase leverage.  The stable outlook
also assumes that the company will maintain adequate liquidity and
that clean-fuels and maintenance capital-spending requirements
will be funded internally.


UNOVA INC: Gregory K. Hinckley Named to Board of Directors
----------------------------------------------------------
UNOVA, Inc. (NYSE:UNA), of Everett, Wash., has named Gregory K.
Hinckley, of Portland, Oregon, to its Board of Directors and its
Audit and Compliance Committee.

Hinckley is president and chief operating officer of Mentor
Graphics Corp., of Wilsonville, Oregon, a leading provider of
electronic design automation software and systems used by
engineers to design, simulate and test electronic components such
as integrated circuits and printed circuit boards.

Hinckley, 57, joined Mentor in 1997 as executive vice president,
chief operating officer and chief financial officer. He
additionally was named president and a company director in 1999.

Prior to joining Mentor, Hinckley served as chief financial
officer of VLSI Technology, Inc., a semiconductor manufacturer and
earlier served as CFO at Crowley Maritime Corp. and Bio-Rad
Laboratories.

A graduate of Claremont with degrees in math and physics, Hinckley
was a Fulbright Scholar at Nottingham University in England, where
he studied applied mathematics. In addition, he holds a master's
degree in applied physics from the University of California, San
Diego, and an MBA from Harvard. He is on the board of the Portland
Opera, Amkor Technology, Inc., a leading supplier of integrated
circuit, test and assembly services and ArcSoft, Inc., a leading
provider of OEM multimedia software for consumer electronic
applications.

Unova expanded its board from nine to ten members with Mr.
Hinckley's election.

UNOVA is a leading supplier of automated data collection, wireless
networking and mobile computing systems. The company also designs
and builds manufacturing systems, primarily for the global
automotive and aerospace industries. For more information, visit
http://www.unova.com/

                           *   *   *

As reported in the Troubled Company Reporter's June 28, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Everett, Wash.-based UNOVA Inc. to 'B+' from
'B-'. At the same time, the rating on the company's senior
unsecured notes was raised to 'B+' from 'CCC+'. UNOVA had balance
sheet debt of $209 million at March 31, 2004. The outlook is
stable.

"The upgrade reflects a material improvement in UNOVA's operating  
results, cash flow protection measures, and financial  
flexibility," said Standard & Poor's credit analyst Nancy Messer.  
"Over the past several years, cash generated through working  
capital gains, a reversion of surplus pension assets, asset sales,  
and a significant level of patent settlement awards has been  
deployed to reduce debt and build the cash balance."


VANGUARD HEALTH: The Blackstone Group to Make Major Investment
--------------------------------------------------------------
Vanguard Health Systems, Inc. has entered into a definitive
agreement with The Blackstone Group, a private equity firm,
pursuant to which Blackstone will make a major investment in the
Company.

Blackstone will purchase a majority equity interest in Vanguard in
a transaction valued at approximately $1.75 billion. Vanguard,
formed in 1997 by management and Morgan Stanley Capital Partners,
owns and operates acute care hospitals and complementary
healthcare facilities and services in urban and suburban markets.
The transaction is subject to regulatory approvals, financing and
other customary closing conditions and is expected to be completed
in the third quarter of this year.

In connection with the transaction, both Management and Morgan
Stanley Capital Partners will reinvest in the Company, together
owning approximately 30% of the Company.

Stephen A. Schwarzman, President and Chief Executive Officer of
The Blackstone Group said, "We are very excited to be partnering
with Vanguard's proven management team to support their growth
plans. We believe that Vanguard is poised to continue its strategy
of growth in existing markets and in select new markets."

Charles N. Martin, Jr., Chairman and Chief Executive Officer of
Vanguard said, "We continue to be excited about Vanguard's
prospects for growing the breadth and quality of services provided
to patients at our facilities. With Blackstone as our principal
equity sponsor, we will have access to additional capital to
support expansion in our existing markets and to pursue
acquisitions. We look forward to building Vanguard with our new
partner, Blackstone. We have enjoyed an outstanding relationship
with Morgan Stanley Capital Partners, both in terms of capital and
support at the board level. We look forward to continuing this
relationship with Morgan Stanley Capital Partners as a substantial
investor in the Company, while beginning a new relationship with
The Blackstone Group."

Howard I. Hoffen, Chairman and Chief Executive Officer of Morgan
Stanley Capital Partners said, "We have enjoyed our long-term
relationship with Vanguard's management since the formation of the
Company. We are delighted to be able to continue this relationship
as well as work together with management and Blackstone to support
Vanguard in its future endeavors."

Banc of America Securities LLC and Citigroup Global Markets Inc.
are advising the Company in connection with the transaction. Bear
Stearns & Co., Inc. is advising Blackstone.

In connection with the transaction, the Company will commence a
tender offer and consent solicitation relating to its 93/4% Senior
Subordinated Notes due 2011 ($300 million principal amount).
Details with respect to this tender offer and consent solicitation
will be set forth in tender offer documents, which will be
furnished shortly to the holders of the Notes.

                  About The Blackstone Group

The Blackstone Group, a private investment and advisory firm with
offices in New York, Atlanta, Boston, London and Hamburg, was
founded in 1985. The firm has raised a total of approximately $32
billion for alternative asset investing since its formation. Over
$14 billion of that has been for private equity investing,
including Blackstone Capital Partners IV, the largest
institutional private equity fund ever raised at $6.45 billion,
and Blackstone Communications Partners I, the largest dedicated
communications and media fund at over $2.0 billion. In addition to
Private Equity Investing, The Blackstone Group's core businesses
are Private Real Estate Investing, Corporate Debt Investing,
Marketable Alternative Asset Management, Corporate Advisory, and
Restructuring and Reorganization Advisory.

               About Morgan Stanley Capital Partners

Morgan Stanley Capital Partners has invested over $7 billion of
equity capital across a broad range of industries during its 18-
year history. Morgan Stanley has announced that it has entered
into definitive agreements under which Metalmark Capital LLC, an
independent private equity firm established by the principals of
Morgan Stanley Capital Partners, is expected, subject to certain
customary closing conditions, to manage the existing Morgan
Stanley Capital Partners funds (comprising over $3 billion of
private equity capital). Metalmark Capital LLC is expected to
begin managing the Morgan Stanley Capital Partners funds in early
September, and to make new private equity investments across a
broad range of industries, including its focus sectors of
industrials, healthcare, media, consumer products and energy.

                  About Vanguard Health Systems

Vanguard Health Systems, Inc. owns and operates 16 acute care
hospitals and complementary facilities and services in Chicago,
Illinois; Phoenix, Arizona; Orange County, California and San
Antonio, Texas. The Company's strategy is to develop locally
branded, comprehensive healthcare delivery networks in urban
markets. Vanguard will pursue acquisitions where there are
opportunities to partner with leading delivery systems in new
urban markets. Upon acquiring a facility or network of facilities,
Vanguard implements strategic and operational improvement
initiatives, including expanding services, strengthening
relationships with physicians and managed care organizations,
recruiting new physicians and upgrading information systems and
other capital equipment. These strategies improve quality and
network coverage in a cost effective and accessible manner for the
communities we serve.

                           *   *   *

As reported in the Troubled Company Reporter's April 19, 2004
edition, Standard & Poor's Ratings Services said that it raised
its corporate credit rating on hospital operator Vanguard Health
Systems Inc. to 'B+' from 'B' and its subordinated debt rating to
'B-' from 'CCC+'. At the same time, Standard & Poor's assigned its
'B+' rating and its recovery rating of '3' to Vanguard's proposed
new senior secured bank credit facility. The facility is rated the
same as the company's corporate credit rating; this and the '3'
recovery rating mean that lenders are unlikely to realize full
recovery of principal in the event of a bankruptcy, though
meaningful recovery is likely (50% to 80%).

When the transaction is complete, the 'B+' rating on the existing
secured credit facility will be withdrawn. The ratings outlook is
stable. Total debt outstanding as of Dec. 31, 2003, was $493
million.

"The higher ratings are based on Standard & Poor's increased
confidence that Vanguard can sustain its improving operating
performance and key credit measures, such as return on capital and
leverage, following its favorable progress in important markets,"
said Standard & Poor's credit analyst David Peknay. "The company's
recent operating performance indicates that the January 2003
acquisition of Baptist Health System in San Antonio is progressing
favorably. Moreover, the possibility of further improvement in the
company's San Antonio markets and in its two Phoenix hospitals
could add additional insulation against third-party reimbursement
risks."


VITAL BASICS: Hires Friedman & Atherton as Litigation Counsel
-------------------------------------------------------------
Vital Basics, Inc., along with Vital Basics Media, Inc., asks the
U.S. Bankruptcy Court for the District of Maine for permission to
employ Friedman & Atherton, LLP as their special litigation
counsel.

Prior to the Debtors filing their Chapter 11 petitions, Joel A.
Kozol, Esq., at Friedman & Atherton served as special litigation
counsel to the Debtor with respect to the MemberWorks litigation.
In that capacity, Mr. Kozol and his firm have acquired
considerable knowledge and expertise concerning that litigation,
including the Debtors' legal position, legal theories, the facts
of the case, and the Debtor's affirmative and defensive claims.

The Debtor wishes to continue employing Mr. Kozol and Friedman &
Atherton as special litigation counsel in the MemberWorks case.
The arbitration proceedings with MemberWorks will proceed after
August 9, 2004, which will take place in Boston, where Mr. Kozol's
office is located.

Mr. Kozol will act as co-counsel with the Debtors' regular
counsel, George J. Marcus, in the MemberWorks litigation.  Messrs.
Kozol and Marcus served as co-counsel in the MemberWorks
litigation prior to the filing, and established an efficient and
cost-effective working relationship.

Currently, Friedman & Atherton attorneys and paraprofessionals
bill:

      Designation            Billing Rate
      -----------            ------------
      paraprofessional       $100 per hour
      junior attorneys       $250 per hour
      senior attorneys       $500 per hour

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


WORLD FUEL: Purchased 100% of Tramp Holdings' Outstanding Shares
----------------------------------------------------------------
On April 16, 2004, World Fuel Services Corporation filed a report
with the Securities and Exchange Commission and reported the
April 2, 2004 purchase of all of the outstanding shares of Tramp
Holdings Limited, a United Kingdom corporation, and shares of
Tramp Group Limited, a United Kingdom corporation and subsidiary
of THL, which were not otherwise held by THL prior to the
Company's purchase of THL.

The Company also issued approximately 19,000 shares of its stock
to one of the sellers of THL as restricted stock, which vest after
5 years. The fair value of these restricted shares was based on
the market value of the Company's stock at acquisition date and
represented additional purchase price. The aggregate purchase
price of these acquisitions was approximately $86.2 million,
including $1.1 million in acquisition costs. On a preliminary
basis, World Fuel Service identified intangible assets of
approximately $7.6 million relating to customer relations. Also on
a preliminary basis, goodwill, representing the cost in excess of
net assets acquired, totaled approximately $6.0 million.   

                        About the Company

World Fuel Services Corporation's principal business is the
marketing of marine and aviation fuel services. In its marine fuel
services business, it markets marine fuel and related services to
a broad base of international shipping companies and to the United
States and foreign militaries. The Company offers 24-hour around-
the-world service, credit terms, and competitively priced fuel. In
its aviation fuel services business, it extends credit and provide
around-the-world single-supplier convenience, 24-hour service, and
competitively priced aviation fuel and other aviation related
services, including fuel management and price risk management
services, to passenger, cargo and charter airlines, as well as to
the United States and foreign militaries. The Company also offers
flight plans and weather reports to our corporate customers.

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

                  Liquidity and Capital Resources

"In our marine and aviation fuel businesses, the primary use of
working capital is to finance receivables. We maintain aviation
fuel inventories at certain locations in the United States, mostly
for competitive reasons. Our marine and aviation fuel businesses
historically have not required significant capital investment in
fixed assets as we subcontract fueling services and maintain
inventories at third party storage facilities. We have funded our
operations primarily with cash flow generated from operations. As
of March 31, 2004, we had $76.0 million of cash and cash
equivalents as compared to $76.3 million at December 31, 2003.

"We believe that available funds from existing cash and cash
equivalents, our credit facility, and cash flows generated by
operations will be sufficient to fund our working capital and
capital expenditure requirements for the next twelve months. Our
opinions concerning liquidity and our ability to obtain advances
from our credit facility are based on currently available
information. To the extent this information proves to be
inaccurate, or if circumstances change, future availability of
trade credit or other sources of financing may be reduced and our
liquidity would be adversely affected. Factors that may affect the
availability of trade credit, or other financing, include our
performance (as measured by various factors including cash
provided from operating activities), the state of worldwide credit
markets, and our levels of outstanding debt. However, we may
decide to raise additional funds to respond to competitive
pressures or to acquire complementary businesses. Accordingly, we
cannot guarantee that financing will be available when needed or
desired on terms favorable to us."


W.R. GRACE: Oldcastle Wants to be Exempted From ADR Program
-----------------------------------------------------------
William D. Sullivan, Esq., at Elzufon Austin Reardon Tarlov &
Mondell, PA, in Wilmington, Delaware, tells Judge Fitzgerald that
Oldcastle APG Northeast, Inc., doing business as Foster-
Southeastern, timely filed two proofs of claim for $8,000,000 and
$200,000 against W.R. Grace and its debtor-affiliates relating to
an action pending in the Superior Court of the Commonwealth of
Massachusetts, Middlesex County.  Oldcastle is a fourth party
defendant in the Massachusetts Action.  The claims assert rights
of indemnification and contribution against the Debtors for any
claims asserted against Oldcastle in the Massachusetts Action.

On September 22, 2003, Oldcastle sought to lift the automatic
stay to file a fifth party complaint against the Debtors in the
Massachusetts Action, and to permit the Massachusetts Action to
move forward to trial and final judgment.  The Debtors objected
to the request.  After significant discussions, the parties
entered into a stipulation resolving the dispute.

The Stipulation provides that the Debtors will cooperate
informally with Oldcastle with respect to discovery requests
pertaining to the Massachusetts Action.  Oldcastle will keep the
Debtors informed regarding the status of the Massachusetts
Action.  Oldcastle is also permitted under certain circumstances
to re-notice its request to lift the stay to bring the Debtors
into the Massachusetts Action.

                Oldcastle is Exempted from the ADR

Oldcastle should be excepted from any order entered with respect
to Debtors' proposed ADR program.  The Debtors have already
agreed on procedures pertaining to Oldcastle's claims.
Submitting Oldcastle's claims to a mediation program at this time
is inconsistent with those procedures.

Nevertheless, because the request does not identify the claims
which will be submitted to the ADR program, Oldcastle objects to
the Debtors' proposed ADR program.  To the extent they are deemed
to apply to Oldcastle, the ADR program is objectionable because
its provisions are one-sided in favor of the Debtors.  The
program permits an automatic default without notice and a
hearing, and attempts to unilaterally determine the jurisdiction
where the claims will be litigated if the ADR is unsuccessful.

            Improper Disallowance of Claims by Default

Mediation is intended to be a mechanism to resolve potential
claim objections consensually, without the involvement of the
court.  It is not intended to be a process where the Debtors
create multiple opportunities to default a creditor for failing
to respond to certain notices or demands made outside of the
purview of the Court.

Mr. Sullivan notes that none of the proposed provisions of the
ADR program create a potential default in favor of the creditor,
and against the Debtors.  Rather, the default provisions are one-
sided against the creditors.  The proposed default provisions are
also inconsistent with the Court's local rules governing
mediation, Rule 9019-3(c)(iii)(B) of the Local Bankruptcy Rules
for the Southern District of New York, which provides that:

     "Willful failure to attend any mediation conference,
     and any other material violation of this General Order,
     shall be reported to the Court by the mediator and may
     result in the imposition of sanctions by the Court."

Therefore, the disallowance of any claim during the mediation
process must only be permitted upon an application to the Court
with notice to the affected creditor.  Permitting a default based
solely on the failure to perform various acts referenced in the
ADR program, without notice and a hearing, is an extreme remedy
which would substantially prejudice claimants, including
Oldcastle, who has valid claims against the Debtors pending in
various state courts, and who has been precluded from moving
forward with those claims by virtue of the automatic stay for
almost three years.  No default provisions of any kind should be
permitted.

In particular, these default provisions should be stricken from
the program, Order, or applicable Notices:

        (1) The default based on failure to return the ADR Notice
            to Samuel L. Blatnick within 30 calendar days of
            receipt, as set forth in the ADR Notice;

        (2) The same 30-day default provision set forth at the
            beginning of the ADR Procedures;

        (3) The default for failing to attend the mediation or
            materially comply with any of the mediation
            procedures;

        (4) The default for failing to pay all required fees when
            due;

        (5) The default for failing to file a written notice
            indicating their desire to litigate their ADR Claims
            within 15 days after receipt of the Conclusion
            Statement;

        (6) The "failure to act in good faith" provision, which
            applies only to the claimants, not the Debtors; and

        (7) The default provisions of the Debtors' proposed Order.

                Choice of Litigation Forum Improper

The Debtors state that all claims which are deemed to be
"immature litigation" will be litigated in the Bankruptcy Court
or the U.S. District Court for the District of Delaware at the
conclusion of the ADR process.  Immature litigation is defined as
an unresolved ADR claim where the underlying litigation had not
substantially progressed prior to the Petition Date.

Oldcastle objects to the provision in its entirety to the extent
the Debtors contend that the Massachusetts Action is deemed to be
immature litigation.  The Massachusetts Action continues to
progress towards trial outside of the bankruptcy context, and
involves numerous other parties.  The Debtors have been apprised
of their status and continue to monitor the case.  Moreover, the
Stipulation between Oldcastle and the Debtors gives Oldcastle the
right to renew its request to lift the stay under certain
conditions.

        Applicable Insurance Information Must Be Disclosed

The Debtors do not address the issue of which, if any, of
Debtors' insurance policies are applicable to the ADR claims and
whether the applicable insurer consents to the proposed mediation
program.  For a mediation program to be successful, the Debtors
must make disclosures regarding the applicable insurance so that
a potential settling party has information necessary to evaluate
the proposed treatment of its claim.

Accordingly, the Court should require that:

        (1) the Debtors disclose the insurance relevant to any
            claim subject to an ADR Notice by including the
            insurance information with the Notice;

        (2) the Debtors provide additional insurance information
            upon request during the demand/offer stage; and

        (3) any insurer providing coverage for part or all of
            a claim in the mediation process participate in the
            mediation, so that any settlement reached is a final
            settlement.

(W.R. Grace Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WHEELING CITY CENTER: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Wheeling City Center Hotel, LLC
        aka Ramada Plaza City Center Hotel
        1200 Market Street
        Wheeling, West Virginia 26003

Bankruptcy Case No.: 04-02644

Type of Business: The Debtor provides hotel accommodations and
                  services.  See http://www.ramada.com/

Chapter 11 Petition Date: July 23, 2004

Court: Northern District of West Virginia (Wheeling)

Judge: L. Edward Friend II

Debtor's Counsel: Martin P. Sheehan, Esq.
                  Sheehan & Nugent, PLLC
                  41 15th Street
                  Wheeling, WV 26003
                  Tel: 304-232-1064
                  Fax: 304-232-1066

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


WORLDCOM: MatlinPatterson Wants MCI to Pay Stroock's $2.9MM Bill
----------------------------------------------------------------
MatlinPatterson Global Opportunities Partners, L.P.,
MatlinPatterson Global Opportunities (Bermuda), L.P., and
MatlinPatterson Phoenix SPV, LLC, ask the Court to allow certain
fees and disbursements that their counsel, Stroock & Stroock &
Lavan, LLP, incurred in representing MatlinPatterson in
connection with MatlinPatterson's substantial contributions to
the WorldCom debtors cases.

Pursuant to a Rescission and Settlement Agreement between
MatlinPatterson and the Debtors dated April 15, 2004,
MatlinPatterson seeks reimbursement of Stroock's fees and
disbursements aggregating $2,964,281.  Stroock incurred
$2,811,543 in fees and $152,738 in disbursements.

In early 2003, Michael Capellas, the Debtors' Chief Executive
Officer, recognized MatlinPatterson's position as the Debtors'
largest economic stakeholder, and that MatlinPatterson's support
was critical.  As of May 28, 2004, MatlinPatterson held in
aggregate principal amounts:

    * $30 million in WorldCom bank debt;

    * over $2.8 billion in WorldCom notes;

    * $110 million in Intermedia senior notes;

    * $160 million in Intermedia subordinated notes; and

    * 200,000 shares in Intermedia preferred stock.

Mr. Capellas sought MatlinPatterson's assistance in the plan
formulation process.  According to Michael J. Sage, Esq., at
Stroock & Stroock & Lavan, LLP, in New York, MatlinPatterson made
numerous substantial contributions to the Debtors' cases,
including brokering principal inter-creditor settlements that
formed the basis of the Debtors' Plan.

                        Stroock's Analysis

At the Debtors' request, Stroock & Stroock, MatlinPatterson's
counsel, began an in-depth analysis of certain legal issues,
which included:

    (a) Propriety of substantive consolidation and challenges
        including reliance and other arguments of the Debtors'
        creditors;

    (b) Analysis of intercompany receivables and claims, including
        the $7 billion intercompany note issued in connection with
        the acquisition of Intermedia, analysis of enforceability
        of the note, possible arguments for avoidance of the
        obligations or of payments, analysis of
        recharacterization, equitable subordination, fraudulent
        conveyance and preference arguments;

    (c) Analysis of the subordination and subrogation provisions
        of the Debtors' senior and subordinated note indentures,
        the enforceability and the impact of any settlement on
        subrogation rights;

    (d) Analysis of the relative rights of the Intermedia
        creditors, including the participation of the Intermedia
        senior, subordinated and trade creditors and preferred
        stockholders in any settlement;

    (e) Analysis of the claims of the Debtors' bank lenders,
        including the bank lenders' constructive trust claims
        against the Debtors; and

    (f) Permissible claims classifications.

Stroock's analysis pointed out the strengths and weaknesses of
the various creditor constituencies' arguments with respect to
consolidation and defensibility of intercompany obligations and
transfers.  With its analysis, MatlinPatterson played a key role
in bringing together these entities to formulate the settlements
to make possible a consensual Plan:

    (1) the Debtors;

    (2) the Official Committee of Unsecured Creditors and
        representatives of various creditor constituencies,
        including the Ad Hoc Committees of MCI Senior Noteholders,
        WorldCom Senior Noteholders, and Intermedia Noteholders;
        and

    (3) certain bank claim holders.

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)   


WORLDCOM INC: TELMEX Closes Embratel Transaction for $400 Million
-----------------------------------------------------------------
MCI, Inc. (f/k/a WorldCom, Inc.) (NASDAQ:MCIP) and Telefonos de
Mexico, S.A. de C.V. (NYSE:TMX; NASDAQ:TFONY) reported that TELMEX
has completed its acquisition of MCI's equity stake in Brazilian
telecommunications provider Embratel Participacoes (NYSE:EMT).

Under the sale agreement announced on March 15, 2004 and
subsequently amended, TELMEX paid an aggregate of U.S. $400
million cash for MCI's 19.26 percent economic interest and 51.79
percent voting interest in Embratel.

"This sale brings MCI the best of both worlds, helping us maximize
our focus on core operations while enabling us to continue to
serve our customers," said Jonathan Crane, MCI president of
international and chief strategy officer. "As an integral part of
our global strategy, MCI continues to deploy new technologies and
services to our business customers in South America."

Jaime Chico Pardo, CEO of TELMEX, said, "the acquisition of
Embratel not only reinforces our international strategy but also
enables us to expand our synergies in the region and our offering
of state-of-the-art telecommunications products and services on
the continent. We have made a long-term commitment to the region
and our investments there, and we are confident that TELMEX will
play an important part in its telecommunications growth."

                        About TELMEX

TELMEX is the leading telecommunications company in Mexico with
16.5 million telephone lines in service, 2.8 million line
equivalents for data transmission and 1.6 million internet
accounts. TELMEX offers telecommunications services through a
fiber optic digital network. TELMEX and its subsidiaries offer a
wide range of advanced telecommunications, data and video
services, Internet access as well as integrated telecom solutions
for corporate customers. Additionally, the company offers
telecommunications services through its affiliates in Argentina,
Brazil, Chile, Colombia and Peru. More information about TELMEX
can be accessed on the Internet at http://www.telmex.com/

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.


XEROX CORP: Reports 21 Cents Per Share Earnings in 2nd Quarter
--------------------------------------------------------------
Xerox Corporation (NYSE: XRX) reported second-quarter earnings of
21 cents per share that reflect continuing success in the
company's operational performance. Services-led offerings for
large enterprises generated major wins in the quarter while
continued strength in color technology and monochrome light
production systems contributed to equipment sales growth. The
company also said it is raising its full-year earnings
expectations.

"Market demand for new systems and specialized services as well as
a clear focus on providing smart document management for
businesses small to large - all delivered through a flexible cash-
generating business model - resulted in another quarter of
earnings that exceeded our expectations," said Anne M. Mulcahy,
Xerox chairman and chief executive officer.

"This earnings performance and strong demand for Xerox's new
technology and value-added services give us the confidence to
raise our full-year earnings expectations to 80-84 cents per
share, up from earlier expectations of 67-72 cents per share," she
added. The increase includes the 8-cent gain from the sale in the
first quarter of Xerox's ownership position in ContentGuard, which
will be partially offset by an incremental marketing and
restructuring investment of 4 cents per share expected during the
balance of the year.

With technology investments fueling equipment sales, the company
said that about two-thirds of all equipment sales in the second
quarter came from products launched in the past two years.

Equipment sales grew about 5 percent in the second quarter, and
total revenue was $3.9 billion, down 2 percent from the second
quarter of last year. Both equipment sales and total revenue
included a currency benefit of 2 percentage points.

Revenue growth continued to be impacted by post-sale revenue
declines from the company's older light-lens technology. In
addition, weak performance in Latin America significantly impacted
post-sale and total revenue.

Second-quarter revenue from the company's targeted growth areas -
office digital, production digital and value-added services - grew
4 percent year over year and now represents about 73 percent of
the company's revenue.

Revenue from color products grew 17 percent in the second quarter
and is a key driver of Xerox's growth strategy as the increasing
volume of pages printed on Xerox's color systems flows through to
post-sale revenue. Color revenue now represents 25 percent of
Xerox's total revenue.

                     Leading with Services

Along with continued success in delivering affordable, innovative
technology, Xerox is making a powerful impact with services for
large companies like implementing e-learning programs for a global
workforce, deploying Xerox's proprietary DocuShare(TM) software
for Web-based editing and archiving of critical corporate
documents, and applying Lean Six Sigma tools to reduce customers'
overall document spend by an average of 30 percent. The growing
base of customers that have engaged Xerox for consulting, imaging
and content management contributed to a significant increase in
revenue generated from value-added services.

                Driving the New Business of Printing

Through the company's production business, Xerox continues to lead
the "new business of printing" by helping commercial printers and
document-intensive industries make the transition from offset to
the more dynamic world of digital. During the second quarter,
Xerox announced at drupa -- the world's largest graphic arts and
printing show -- seven new digital systems with an expanded suite
of services and workflow tools that drive profit for customers as
well as Xerox.

Production color installs grew 17 percent in the quarter largely
due to the Xerox iGen3(TM) digital color production press and
DocuColor(TM) 5252 digital color systems. Installs of production
monochrome products increased 13 percent primarily driven by
demand for the company's Nuvera(TM) 100/120 copier/printer and the
Xerox 2101 light production system.

                      Digitizing the Office

Xerox continued to fortify its portfolio of office products with
new offerings like the Phaser(TM) 6100 color printer, the Phaser
3130 monochrome printer and the WorkCentre(TM) M20 and M20i
multifunction devices, all of which launched in the second
quarter. Installs of Xerox office monochrome systems were up 25
percent in the second quarter due to continued strong demand from
small and midsized businesses for the Xerox WorkCentre desktop
multifunction devices. Office color multifunction installs grew 40
percent and office color printing installs were up 54 percent
driven by continued positive momentum from the Phaser line of
solid ink and laser printers.

Selling, administrative and general expenses were down 4 percent
in the second quarter to 27.3 percent of revenue.

Gross margins of 41.3 percent improved sequentially and are in
line with the company's full-year expectations. Xerox generated
operating cash flow of $256 million after contributing $232
million to pension plans.

Commenting on the third quarter, Mulcahy said she expects earnings
in the range of 11-15 cents per share, citing continued equipment
sale growth and increased revenue in key markets. She added,
"While maintaining our disciplined approach to managing costs, we
will continue to compete aggressively with new systems and
services that solidify Xerox's position as the leader in document
management, delivering another quarter of improved earnings
performance."

                        About the Company

Xerox is best known for its copiers, but it also makes printers,
scanners, fax machines, software, and supplies, and provides
consulting and outsourcing services. The company designs its
products for home users, businesses, and high-volume publishers
such as newspapers. Customers include Kinkos and the US Army
Reserve. Although it plans to expand its color printing offerings,
the company still generates two-thirds of its revenue from black
and white products. Sales outside the US account for nearly 45% of
revenues. Xerox, which has seen its sales and market share slip,
has cut jobs and sold assets, including half of its stake in Fuji
Xerox.

As reported in the Troubled Company Reporter's April 20, 2004
edition, Standard & Poor's Ratings Services withdrew its 'B'
commercial paper rating for Xerox Corp. and all of its
subsidiaries that carried a short-term rating on April 13, 2004.
No commercial paper is currently outstanding at the company and
the programs are inactive. The long-term ratings on Xerox,
including the 'BB-' corporate credit rating, were affirmed. The
outlook remains negative.


ZIFF DAVIS: Stockholders' Deficit Tops $908.4 Million at June 30
----------------------------------------------------------------
Ziff Davis Holdings Inc., the ultimate parent company of Ziff
Davis Media Inc., reported operating results for its second
quarter ended June 30, 2004. The Company's consolidated revenues
totaled $51.3 million, representing a 9% increase compared to
revenues of $47.1 million for the second quarter ended June 30,
2003.

The Company reported consolidated earnings before interest
expense, provision for income taxes, depreciation, amortization
and non-recurring and certain non-cash charges including non-cash
compensation (2) of $9.5 million for the quarter ended June 30,
2004. This represented a 6% increase compared to consolidated
EBITDA of $9.0 million for the prior year period and the increase
occurred despite an investment of $3.3 million to fund new start-
ups and developing businesses during the second quarter of 2004.

"Second quarter results once again are indicative of our
diversified business and Ziff Davis' focus on driving marketing
solutions with new and existing customers. The Company's quarterly
sales growth in particular is largely the result of several of its
new product and service initiatives," said Robert F. Callahan,
Chairman and CEO, Ziff Davis Media Inc. "This continued innovation
combined with the improved performance of our enterprise
technology publications and the strong momentum for our online
brands and custom conference events point to steady growth for the
second half of 2004."

                  Established Businesses Segment
                   (Ziff Davis Publishing Inc.)

The Established Businesses segment is principally comprised of
seven of the Company's publications.

Revenue for the Established Businesses segment for the second
quarter ended June 30, 2004 was $38.3 million, down $0.9 million
or 2% compared to the $39.2 million reported in the same period
last year. The decrease was primarily due to the continued
softness in the videogame and consumer technology magazine
advertising markets which resulted in advertising page declines in
a number of our publications. In addition, single copy circulation
revenues in these two areas also continued to decline as consumer
traffic and retail spending at mainline newsstands remained
sluggish. However, these decreases were substantially offset by a
14% increase in revenue in the enterprise technology area due to
an increase in the number of advertising pages for this category.
Lastly, the Company continues to experience further shifting of
some marketing budgets towards additional advertising on its
publication-affiliated websites, and those advertising dollars are
captured in the Developing Businesses segment.

Cost of production for the Established Businesses segment for the
second quarter ended June 30, 2004 was $13.0 million, down $0.7
million or 5% compared to $13.7 million in the prior year period.
The decrease primarily related to manufacturing, paper and
distribution cost savings achieved through the implementation of a
number of new production and distribution initiatives across all
of the Company's publications, the impact of more favorable third-
party supplier contracts and certain revenue-variable cost
savings.

Selling, general and administrative (SG&A) expenses for the
Established Businesses segment were $15.1 million for the second
quarter ended June 30, 2004, down $0.3 million or 2% from $15.4
million in the same period last year. This decline was primarily
due to the Company's continued cost management efforts and certain
overhead efficiencies gained as a result of those efforts.

                    Developing Businesses Segment
      (Ziff Davis Development Inc. and Ziff Davis Internet Inc.)

The Developing Businesses segment is comprised of several emerging
businesses in the magazine, Internet and event areas.

The three magazines in this segment are Baseline and CIO Insight,
which were launched in 2001, and Sync, the Company's new consumer
lifestyle magazine focused on digital technology, which debuted in
June 2004. The Internet sites in this segment are primarily those
affiliated with the Company's magazine brands but also include
1UP.com, the online destination for gaming enthusiasts, which was
launched in October 2003, and ExtremeTech.com. This segment also
includes the Company's Event Marketing Group and its two branded
events: Business 4Site and DigitalLife.

Revenue for the Developing Businesses segment for the second
quarter ended June 30, 2004 was $13.0 million, compared to $7.9
million in the same period last year, reflecting a $5.1 million or
65% improvement. The increase is primarily related to higher
advertising revenue for the Company's Internet operations and CIO
Insight; substantially increased event revenues for Baseline and
CIO Insight; and new business revenues for Sync, 1UP.com and
Business 4Site which were all started-up subsequent to the second
quarter of 2003.

The Internet Group's revenues increased by $2.8 million or 69% for
the second quarter of 2004 versus the prior year period due to its
continued strong growth in consumer traffic, page views and new
advertisers and its launch of several new products and channels
during the quarter. The Internet Group also continued its strong
growth in profitability during the second quarter of 2004,
increasing its EBITDA more than ten-fold versus the same period
last year.

Cost of production for the Developing Businesses segment was $1.4
million for the second quarter ended June 30, 2004, reflecting an
increase of $0.7 million or 100% from $0.7 million in the same
prior year period. The increase reflects the costs associated with
the premier issue of Sync and the inaugural Business 4Site event.

Selling, general and administrative (SG&A) expenses for the
Developing Businesses segment were $12.3 million for the second
quarter ended June 30, 2004, reflecting an increase of $4.0
million or 48% from $8.3 million in the same prior year period.
The increase was primarily due to incremental costs associated
with the Company's new business initiatives: Sync magazine,
1UP.com and the Event Marketing Group, but also included increased
Internet promotion, content and sales costs and higher Baseline
and CIO Insight event costs due to higher sales volume in these
areas.

            Cash Position and Payment of Senior Debt

As of June 30, 2004, the Company had $35.7 million of cash and
cash equivalents and its accounts receivable Days Sales
Outstanding (DSO) were 42 DSO, once again indicating the Company's
solid cash management and receivable collection efforts.

The June 30, 2004 cash balance reflects an $11.6 million net use
of cash for the first six months of 2004 versus the $47.3 million
balance at December 31, 2003. This decrease is primarily related
to a principal payment the Company made on April 14, 2004 in
accordance with its Senior Credit Facility agreement. This
payment, representing 75.0% of "excess cash flow" for the year
ended December 31, 2003, as defined under the Senior Credit
Facility, amounted to $6.4 million. In addition, in connection
with several new favorable vendor agreements the Company has
entered into during 2004, it moved-up the timing of approximately
$6.8 million of normal operating payments to these parties in the
second quarter of 2004. The Company expects to realize
approximately $1.5 million of annual cost of production savings in
2004 resulting from the total economic benefits of these new
agreements.

Lastly, the Company anticipates that its cash balance (excluding
the impact of any acquisitions) will be in the range of $38.0 to
$40.0 million at December 31, 2004. This projection includes the
pay-down of an additional $8.6 million of scheduled principal on
its Senior Credit Facility in the third and fourth quarters of
2004. As a result, the Company's cumulative principal payments on
its senior debt for the full year 2004 will be $15.0 million and
the balance outstanding on its Senior Credit Facility will be
reduced to $174.2 million at December 31, 2004.

               Amendment to Senior Credit Facility

At the end of the second quarter, the Company completed an
amendment to its Senior Credit Facility. The amendment, entered
into as of July 1, 2004 and which received a 100% vote of the
senior lenders, eliminates the distinction between the Restricted
and Unrestricted Subsidiaries and prospectively allows the Company
to be viewed in its entirety for purposes of financial covenant
compliance. As a result, the Company's operating performance and
financial covenant calculations will prospectively be based on
total Company results instead of results for the Restricted
Subsidiaries only, and the financial covenant targets have been
reset to appropriately reflect this change. The amendment also
provides the Company with the ability to make a greater amount of
certain strategic investments and acquisitions.

                  Grant of Employee Stock Options

During the second quarter of 2004, the Company issued 6,975,000
options to purchase its common stock, 10,652 options to purchase
its Series D Preferred Stock, 13,089 options to purchase its
Series B Preferred Stock and 43,544 options to purchase its Series
A Preferred Stock pursuant to the Company's Amended and Restated
2002 Employee Stock Option Plan. The Company estimates the fair
value of these options to be approximately $1.7 million. These
options vest over a three to five year period and a portion were
substantially vested at the time of grant. Accordingly, the
Company recorded stock option expense of $1.4 million in the
second quarter of 2004 to arrive at operating income and net
income in accordance with Generally Accepted Accounting Principles
("GAAP"). However, this expense is excluded from the definition of
EBITDA under the Company's Senior Credit Facility and has been
excluded from the Company's calculation and discussion of EBITDA
in this press release. Reconciliations between EBITDA and the GAAP
financial measure of Income (loss) from operations are included in
tables provided in this release.

Second Quarter Highlights and Milestones

    Consumer Tech Group

      -- Ranked #1 with a 61% market share

      -- Sync magazine debuted with 47 ad pages including consumer
         electronics, liquor and packaged goods companies

      -- Announced the launch of the ExtremeTech magazine series,
         the first of which will debut on newsstands this fall

      -- Launched the digital home contest with Intel

      -- PCMag.com's unique visitor traffic increased 35% versus
         year ago

    Game Group

      -- Ranked #1 with a 42% market share

      -- Launched version 2.0 of 1UP.com becoming the first       
         videogame media site to significantly embrace online
         social networking

      -- Produced the first DVD for Electronic Gaming Monthly
         featuring game demos, outtakes and movie trailers

      -- Partnered with Electronics Boutique and VGames to produce
         a 30-city mall tour that features the first-ever
         competition for computer and video gamers

    Enterprise Group

      -- Increased Enterprise Group market share to 19% versus 18%
         year ago

      -- eWEEK

         * Increased market share to 22% versus 21% year ago

         * Added new demographic additions for networking and
           systems

      -- Baseline

         * Launched the Baseline Business Information Services
           tools subscription program

         * Held the second annual Baseline Technology ROI Summit
           with several new sponsors including Plumtree and
           Teradata

      -- CIO Insight

         * Achieved its first quarter of profitability and
           published its largest issue (118 pages)

         * Increased market share to 32% versus 24% year ago

         * Announced its third annual Partners in Alignment Awards

      -- Custom Conference Group

         * Produced 78 custom and branded events and more than
           doubled revenue versus year ago

         * Launched several new branded events including the eWEEK
           Security and Business Continuity Summits

         * Announced the launch of the CIO Insight Sarbanes-Oxley
           event

    Internet Group

    -- Increased unique visitors by 29% and revenue by 69% versus
       prior year

    -- Doubled the number of eSeminars(TM) events versus year ago

    -- Commerce/business development revenue increased five-fold
       versus prior year

    Event Marketing Group

    -- Launched the inaugural Business 4Site event in Los Angeles
       with IBM, Microsoft, Bearing Point, Toshiba and 37 others
       as sponsors and/or exhibitors

    -- Signed a number of major companies as DigitalLife
       exhibitors and sponsors including Best Buy as the official
       retail partner, Xbox as the official gaming sponsor and MSN
       as the official music download partner

    -- Partnered with GameOn NY for DigitalLife to create an
       extensive videogame pavilion at the upcoming October event

    Other

    -- Increased licensing, rights and permissions revenue 17%
       versus year ago

    -- Increased list rental revenue 13% versus prior year

                       Business Outlook

Reflecting the seasonal impact of summer months in reducing
certain volumes of advertising sales, plus the impact of continued
investment in funding start-up losses for the Company's new
developing business initiatives, the Company anticipates that
consolidated EBITDA for the third quarter of 2004 for Ziff Davis
Holdings Inc. will be in the range of $5.5 million to $7.5
million, compared to $6.6 million of consolidated EBITDA for the
third quarter ended September 30, 2003. The Company estimates that
its investments in the three new developing business initiatives
that were started in late 2003 will be in the range of $2.0
million to $3.0 million for the third quarter of 2004.

                  About Ziff Davis Holdings Inc.

Ziff Davis Holdings Inc. is the ultimate parent company of Ziff
Davis Media Inc. Ziff Davis Media is a leading integrated media
company focusing on the technology, videogame and consumer
lifestyle markets. The Company is an information services provider
of technology media including publications, websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence. In the United States, the
Company publishes 10 market-leading magazines including PC
Magazine, Sync, eWEEK, CIO Insight, Baseline, Electronic Gaming
Monthly, Computer Gaming World, Official U.S. PlayStation
Magazine, Xbox Nation and GMR. The Company exports the power of
its brands internationally, with publications in 44 countries and
20 languages. Ziff Davis leverages its content on the Internet
with eight highly-targeted technology and gaming sites including
PCMag.com, eWEEK.com, ExtremeTech.com and 1UP.com. The Company
also produces highly- targeted b-to-b and consumer technology
events including Business 4Site and DigitalLife. With its main
headquarters and PC Magazine Labs based in New York, Ziff Davis
Media also has offices and lab facilities in the San Francisco and
Boston markets. Additional information is available at
http://www.ziffdavis.com/

At June 30, 2004, Ziff Davis reports a stockholders' deficit of
$908,451,000 compared to a deficit of $863,351,000 at December 31,
2003.


* Fitch Conference Call on U.S. Term Asset-Backed Securities Today
------------------------------------------------------------------
Fitch Ratings will host a conference call discussing the current
credit issues affecting the U.S. term asset-backed securities
(ABS) market today, July 27 at 11:00 a.m. Eastern Daylight Time
(EDT). Managing and senior directors from Fitch's ABS group will
touch upon key credit concerns that have fuelled recent trends in
ABS performance, exclusive of mortgage, home equity, and
collateralized debt obligation (CDO) related ABS.
Topics covered will include:

   -- First-half 2004 ratings migration and asset performance
      trends and second-half 2004 outlook;

   -- Expectations for prime and subprime consumer performance in
      a rising rate environment;

   -- Factors influencing the credit card ABS sector including
      industry consolidation, competition, and reload risk;

   -- Outlook for auto ABS performance, wholesale market
      conditions, and collateral trends;

   -- Commercial ABS update: Performance outlooks for aircraft       
      operating lease, equipment lease, and timeshare ABS.

Participants should dial +1-800-473-8796 and international
participants should dial +1-816-650-0765 to access the conference
call. Please dial-in five minutes prior to the 11:00 a.m. EDT
start time. The title of the call is 'Fitch's Term ABS Review &
Outlook' and the conference call confirmation number is
'25299602'. The call leader will be Chris Mrazek.


* Much Shelist Welcomes Gregg Simon as Wealth Transfer Chairman
---------------------------------------------------------------
Gregg M. Simon, 42, has joined Much Shelist Freed Denenberg
Ament & Rubenstein, P.C. in Chicago, Illinois, as chair of the
Wealth Transfer and Succession Planning practice. He concentrates
his practice in estate planning, federal estate and gift taxation,
probate and trust administration, and business planning. Gregg is
a member of the Chicago and Illinois Bar Associations, the Chicago
Estate Planning Council and Greater North Shore Estate and
Financial Planning Council. He is presently the chair of the
Chicago Bar Association Trust Law Executive Committee. Gregg was
formerly a principal with Glick and Simon in Chicago, Illinois. He
graduated from the University of Illinois at Urbana-Champaign with
a B.S. in Accounting and earned his J.D. from Loyola University
Chicago School of Law.

For more information, you may reach Gregg Simon at 312.521.2605 or
at gsimon@muchshelist.com via email.

Much Shelist Freed Denenberg Ament & Rubenstein, P.C., established
in 1970, is a Chicago-based law firm with over 80 attorneys. The
firm offers a wide range of business and litigation services
including: bankruptcy reorganization and creditors' rights,
business litigation, class action/contingent fee litigation,
corporate finance and securities, corporate law, e-
commerce/Internet, employee benefits, health care, intellectual
property, labor and employment, real estate, secured lending,
taxation and business planning, and wealth transfer and succession
planning. Clients include small and mid-sized businesses,
financial institutions, public and private companies, families,
and high net worth individuals.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS             PCSA       (377)         291       13  
Alliance Imaging        AIQ         (68)         628       20  
Akamai Technologies     AKAM       (175)         279      140  
Amazon.com              AMZN     (1,036)       2,162      568  
Bally Total Fitness     BFT        (158)       1,453     (284)   
Blount International    BLT        (397)         400       83
Blue Nile Inc.          NILE        (27)          62       16    
Cell Therapeutic        CTIC        (83)         146       72  
Centennial Comm         CYCL       (579)       1,447      (99)  
Choice Hotels           CHH        (118)         267      (42)  
Cincinnati Bell         CBB        (640)       2,074      (47)  
Compass Minerals        CMP        (144)         687      106    
Cubist Pharmaceuticals  CBST        (18)         223       91  
Delta Air Lines         DAL        (384)      26,356   (1,657)  
Deluxe Corp             DLX        (298)         563     (309)  
Echostar Comm           DISH     (1,033)       7,585    1,601  
WR Grace & Co           GRA        (184)       2,874      658    
Graftech International  GTI         (97)         967       94  
Hawaian Holdings        HA         (143)         256     (114)    
Idenix Pharm            IDIX        (28)          67       30
Imax Corporation        IMAX        (52)         250       47  
Kinetic Concepts        KCI        (246)         665      228  
Lodgenet Entertainment  LNET       (129)         283       (6)  
Lucent Technologies     LU       (3,371)      15,765    2,818  
Maxxam INC              MXM        (602)       1,061      127
Memberworks Inc.        MBRS        (20)         249      (89)  
Millennium Chem.        MCH         (46)       2,398      637  
McDermott International MDR        (363)       1,249      (24)  
McMoRan Exploration     MMR         (54)         169       83  
Northwest Airlines      NWAC     (1,775)      14,154     (297)  
Nextel Partner          NXTP        (13)       1,889      277  
ON Semiconductor        ONNN       (499)       1,161      213  
Pinnacle Airline        PNCL        (48)         128       13  
Primus Telecomm         PRTL        (96)         751      (26)  
Per-Se Tech Inc.        PSTI        (18)         172       41  
Qwest Communications    Q        (1,016)      26,216   (1,132)  
Quality Distributors    QLTY        (19)         372        7   
Sepracor Inc            SEPR       (619)       1,020      256  
St. John Knits Int'l    SJKI        (65)         234       69  
Stratagene Corp.        STGN         (6)          39        9  
Syntroleum Corp.        SYNM        (12)          67       11  
UST Inc.                UST        (115)       1,726      727  
Vector Group Ltd.       VGR          (3)         628      142  
Western Wireless        WWCA       (225)       2,522       15


                           *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***