TCR_Public/040728.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, July 28, 2004, Vol. 8, No. 156

                           Headlines

360NETWORKS: Holds a $1.2M Claim in Encompass' Chapter 11 Case
ADELPHIA COMMS: Committee Will Pursue FPL & Prestige Claims
AIR CANADA: 3 Travel Agencies Ask Court to Reverse Claim Ruling
ALLMERICA FINANCIAL: 2nd Quarter Net Income Increases to $32 Mil.
AMC ENTERTAINMENT: Marquee Launches Debt Offerings to Fund Buyout

ARCHANGEL DIAMOND: Asks Colorado Court to Reconsider Claims Ruling
BASIS100: Schedules Aug. 12 Conference Call to Review Q2 Results
BAY VIEW: Fitch Withdraws BB- Securities Rating After Redemption
BBF RESOURCES: TSX Exchange Continues Trade Halt Order
BECKMAN COULTER: Reports 11.7% Net Earnings Growth in 2nd Quarter

BENEM VENTURES: TSX Halts Stock Trading Pending Policy Compliance
BORDEN CHEMICAL: S&P Keeps Negative Watch Pending Acquisition
CALL-NET: Will Hold Q2 Conference Call Today at 1:00 P.M.
CALLINAN: Pursues Exploration Efforts Amidst Bullish Metal Trading
CAMCO: Stockholders' Deficit Nears $18 Million as of June 19

CANDESCENT: Hires McKenna Long as Government Contracts Counsel
CATHOLIC CHURCH: Wants to Honor Prepetition Employee Obligations
CMQ RESOURCES: Provides Update on Exploration Activities
COEUR D'ALENE: Wheaton Tells Shareholders Not to Tender Shares Yet
COGENTRIX: S&P Puts B+ Sr. Unsecured Bond Rating on Positive Watch

CONGOLEUM: Plan Confirmation Hearing Date Reset to October 5, 2004
CORECARE BEHAVIORAL: Emerges From Bankruptcy Protection
COVANTA ENERGY: Files Second Post-Confirmation Report
DELTA FUNDING: Fitch Junks 4 Class Ratings over High Delinquencies
DII/KBR: Wants Court to Approve C & C Marine Sale Agreement

DSL.NET: Recapitalization Eliminates Preferred Dividend Payments
EARTHSHELL CORP: Stockholders Approve Proposals at July 26 Meeting
ENERGY CORP: Enters into Restated Credit Agreement with Foothill
ENRON CORP: Oregon Attorney General Asks FERC to Protect Taxpayers
ENTERPRISE PRODUCTS: BB+ Rated Energy Company Releases Q2 Results

ENWAVE: Canadian National Science Council Denies Funding Proposal
EXIDE TECH: Pachulski Wants to Collect $2,310,278 Final Fees
FEDERAL-MOGUL: Wants to Expand AlixPartners' Employment
FINOVA GROUP: Sells Resort Portfolio for $133.3 Million
FIRST CHESAPEAKE: Michael O'Hanlon Acquires Medical Capital Group

FIRST CHESAPEAKE: Relocates Corporate Offices to Conshohocken, Pa.
FIRST CHESAPEAKE: Involuntary Chapter 7 Petition Filed in Florida
FIRST CHESAPEAKE FINANCIAL: Involuntary Chapter 7 Case Summary
FIRST CHESAPEAKE: Faces $350,000 Lawsuit from Ex-Director D. Vinik
FIRST CHESAPEAKE: Cash Problems Spur Collateral One to Shut Down

FLEMING COMPANIES: Court Confirms Joint Reorganization Plan
GENTEK INC: Henry Druker Transfers 1,240 Shares to Questor
HERITAGE ORG: Signs-Up Doherty Long as Malpractice Attorney
INTEGRATED HEALTH: Rotech Wants More Time to File Final Report
INT'L BIOCHEMICAL: Trustee Hires Ragsdale Beals as Attorneys

INTERNET SATELLITE: Files for Chapter 11 Protection in Florida
INTERNET SATELLITE: Case Summary & 20 Largest Unsecured Creditors
KAISER ALUMINUM: Retirees' Panel Taps ABD Insurance as Consultant
KMART: Asks Court to Expunge Preference Defendants' $31M Claims
KOMTEK INC: Case Summary & 20 Largest Unsecured Creditors

LEADING BRANDS: Settles Litigation with Three Licensors
MACMILLAN GOLD: Reports Positive Development in Mexico Drilling
MAJESCOR: Closes $700K Financing with 4 Quebec-based Institutions
MIRANT CORPORATION: Wants to Implement Employee Severance Plan
NEW WORLD PASTA: Committee Wants to Hire Fried Frank as Counsel

OMEGA HEALTHCARE: Publishes Second Quarter 2004 Financial Results
PACIFIC USA: Committee Nixes Subordinated Debt Swap Transactions
PANEL TOWN: Case Summary & 20 Largest Unsecured Creditors
PARMALAT: Farmland Sells Kinnet Distribution Assets to CoolBrands
PEGASUS SATELLITE: Wants to Escrow Member Agreement Payments

PG&E CORP: To Webcast 2nd Quarter Earnings Result on August 3
POLINA TAXI INC: Case Summary & 3 Largest Unsecured Creditors
PURE TECH: Stockholders' Deficit Narrows to $8.8 Mil. at June 30
RCN CORPORATION: Five Entities Disclose Equity Interests
RELIANCE FINANCIAL: Overview of Bank Committee's 2nd Amended Plan

RENT-A-CENTER: Second Quarter Revenues Climb to $573 Million
SAFETY-KLEEN: JPMorgan to Acquire European Unit for EUR273,500,000
SONIC ENVIRONMENTAL: Resumes Stock Trading on TSX Venture Exchange
SPEEDWARE LIMITED: Secures 15 New Contracts Worth Over $4 Million
SPIEGEL: SEC Revokes Class A Registration After Settlement Offer

STERLING FINANCIAL: Reports Improved Second Quarter Results
SYBRON DENTAL: Posts Higher Sales & Income in Fiscal 3rd Quarter
SYNOVUS FINANCIAL: Fitch Assigns Ratings to Four Subsidiaries
TACTEX CONTROLS: Expects to Raise $2,000,000 from Equity Units
TECH LABORATORIES: Obtains $10.5 Million Equity Commitment

TENNECO AUTOMOTIVE: Launches $500M 11-5/8% Senior Sub. Debt Offer
TENNECO AUTOMOTIVE: S&P Rates $500M Sr. Subordinated Notes at B-
TNP RESOURCES: S&P Revises Credit Watch Implications to Developing
TOM EXPLORATION: Will Get CDN$180,000 from Private Investor
TOWER AUTOMOTIVE: Moving Bowling Green Operations to Milan, Tenn.

TRADE PARTNERS: Case Summary & 8 Largest Unsecured Creditors
TROPICAL SPORTSWEAR: Incurs $5.8 Million Net Loss in 3rd Quarter
TUCSON ELECTRIC: Fitch Rates Secured Credit Facility at BB+
UNIFI INC: S&P's Low-B Ratings Remain on CreditWatch Negative
UNITED AIRLINES: Asks Court to Continue CBA Grievance Process

USG CORP: Futures Rep Extends Terms CIBC World's Retention
VANGUARD HEALTH: S&P Places Ratings on CreditWatch Negative
VITAL BASICS: Employing Point Capital as Investment Bankers
W.R. GRACE: German Unit Acquires Grom HPLC Packing Tech & Services
W.R. GRACE: Wants to Make $20 Million Retirement Fund Contribution

WAVEFRONT: Secures Multi-Point Monitoring Solutions Contract
WESTERN OIL: President Guy Turcotte to Assume Chairman's Position
WOMEN FIRST: Auctioning Pharmaceutical Assets on August 18
WORLDCOM INC: Agrees to Assume Three NCR Corporation Agreements

* Mary Anne Citrino Joins Blackstone's Corporate Advisory Group

* Upcoming Meetings, Conferences and Seminars

                           *********

360NETWORKS: Holds a $1.2M Claim in Encompass' Chapter 11 Case
--------------------------------------------------------------
On April 19, 2002, Encompass Services Corporation filed proofs of
claim, including Claim No. 710 for $3,082, against 360networks
inc. and its debtor-affiliates. Except for Claim No. 710, the
other Encompass proofs of claim have been expunged.

On November 19, 2002, Encompass and its subsidiaries filed for
Chapter 11 protection in the United States Bankruptcy Court for
the Southern District of Texas, Houston Division.

On April 14, 2003, the Official Committee of Unsecured Creditors
of 360networks filed Claim No. 3105 in the Encompass case,
alleging a $2,845,639 general unsecured claim.  Claim No. 3105
represents the amount of certain alleged avoidable transfers
360networks made to Encompass on or within 90 days before the
bankruptcy petition date.

On May 21, 2003, the Texas Bankruptcy Court confirmed Encompass'
Second Amended Joint Plan of Reorganization.  The Encompass Plan
became effective on June 9, 2003.

As of the Encompass Plan Effective Date, the Reorganized
Encompass Debtors appointed Todd A. Matherne to serve as the
disbursing agent under the Encompass Plan with the consent of the
holders of Existing Credit Agreement Claims.

On February 26, 2004, the Disbursing Agent objected to Claim No.
3105.

The Committee and Disbursing Agent engaged in settlement
discussions and negotiations concerning the Avoidance Payments to
amicably resolve, settle and compromise the claims related to the
Avoidance Payments, and avoid the uncertainty and expense of
litigation.

In a Court-approved Stipulation, the Committee and the Disbursing
Agent agree that:

    (a) Claim No. 3105 will be allowed in the Encompass
        Bankruptcy proceeding as a general unsecured Class 6
        claim for $1,200,000, in full satisfaction of the claims
        related to the Avoidance Payments;

    (b) The Disbursing Agent will pay the Committee all pro rata
        distributions to which the Committee is entitled under
        the Encompass Plan, at the same time and in accordance
        with the same procedures for payment to other Class 6
        creditors;

    (c) The Committee, the Debtors and the Reorganized Debtors
        forever waive, release and discharge the Encompass
        Debtors from any and all action, claims, contracts and
        agreements relating to the Proofs of Claim or the
        Avoidance Payments; and

    (d) The Encompass Debtors forever waive, release and
        discharge the Debtors, the Reorganized Debtors and the
        Committee from any and all action, claims, contracts and
        agreements relating to the Proofs of Claim or the
        Avoidance Payments.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber
optic communications network products and services worldwide. The
Company filed for chapter 11 protection on June 28, 2001 (Bankr.
S.D.N.Y. Case No. 01-13721), obtained confirmation of a plan on
October 1, 2002, and emerged from chapter 11 on November 12, 2002.
Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at Willkie
Farr & Gallagher, represent the Company before the Bankruptcy
Court.  When the Debtors filed for protection from its creditors,
they listed $6,326,000,000 in assets and $3,597,000,000 in
liabilities. (360 Bankruptcy News, Issue No. 72; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Committee Will Pursue FPL & Prestige Claims
-----------------------------------------------------------
The Official Committee of Unsecured Creditors and Adelphia
Communications Corporation and its debtor affiliates (ACOM
Debtors) ink a stipulation authorizing the Creditors Committee to
prosecute, on the ACOM Debtors' behalf, claims against:

    (1) FPL Group, Inc., and West Boca Security, Inc.; and

    (2) Prestige Communications of NC, Inc., Jonathan J. Oscher,
        Lorraine Oscher McClain, Robert F. Buckfelder, Buckfelder
        Investment Trust, and Anverse, Inc.

              Committee's Investigation of the Claims

In January 2004, the Creditors Committee began an investigation
into possible avoidance claims against the FPL Group and the
Prestige Defendants.  In the course of that investigation, the
Creditors Committee reviewed transaction documents and worked
closely with the ACOM Debtors to determine the validity of
potential claims against the Defendants.

As a result of the investigation, the Creditors Committee
possesses a significant level of knowledge of facts relevant to
the transactions involving the FPL Group and the Prestige
Defendants and the potential claims against them.  The
culmination of the Creditors Committee's investigation is the
agreement with the ACOM Debtors and the drafting and
contemporaneous filing of the Complaints with the Court.

                    Complaint Against Prestige

The Complaint against Prestige aims to recover a fraudulent
conveyance arising out of ACOM's purchase of certain cable
systems from Prestige, for around $800,000,000 -- which was far
more than what the cable assets were worth -- while ACOM was
insolvent.

ACOM entered into, and overpaid in, the Asset Purchase as part of
a transaction in which the members of the Rigas Family -- John
Rigas, Tim Rigas and Michael Rigas -- who were ACOM directors and
senior officers, simultaneously bought for themselves Prestige's
sister company, Prestige Communications, Inc., in Georgia, at a
significantly lower price.

The Prestige Complaint also seeks to recover damages for aiding
and abetting the Rigas Family's breaches of fiduciary duty as the
Prestige Defendants knew that the Rigas Family was breaching its
fiduciary duty by entering into the purchase agreement, and they
substantially assisted the Rigas Family in doing so by agreeing
to, and then consummating, the transaction.

                    Complaint Against FPL Group

The Complaint against the FPL Group aims to recover a fraudulent
conveyance arising out of ACOM's January 28, 1999 repurchase of
certain shares of its Class A Common Stock and Series C
Cumulative Convertible Preferred Stock from the FPL Group for
around $149,000,000.  At the time of the Repurchase, ACOM was
insolvent or was rendered insolvent by its repurchase of the
securities, and ACOM did not receive reasonably equivalent value
in exchange for the amount it paid in the transaction.  To
compensate for their loss incurred as a result of the Repurchase,
the ACOM Debtors want to avoid, recover and preserve for the
benefit of their estates the cash amount ACOM paid pursuant to
the transaction, together with all interest paid in respect of
the obligations avoided.

                          Parties Stipulate

The salient terms of the Stipulation are:

    A. Joint Filing of Complaints

       The ACOM Debtors and the Creditors Committee will jointly
       file the Complaints on behalf of ACOM's estates, signed by
       each of their counsel.

    B. The ACOM Debtors are Nominal Plaintiffs

       The ACOM Debtors will be nominal plaintiffs only and will
       not be bound by any of the factual allegations made in the
       Complaints by the Creditors Committee.  On the Court's
       approval of the Stipulation, the ACOM Debtors' counsel is
       authorized to withdraw the Actions.

    C. Leave to File Complaint

       The Creditors Committee will be granted leave and have
       standing to file and prosecute the Claims, including
       those set forth in the Complaint, on behalf of the ACOM
       Debtors' estates, in its own name and in the name of the
       ACOM Debtors in accordance with the decision of the U.S.
       Court of Appeals for the Second Circuit in Commodore Int'l,
       Ltd., v. Gould (In re Commodore Int'l, Ltd.).  In
       Commodore, the Second Circuit held that a creditors
       committee may acquire standing to pursue the debtors'
       claims if:

          (i) the committee has the debtors' consent; and

         (ii) the Court finds that suit by the committee is:

              (a) in the best interest of the bankruptcy estate;
                  and

              (b) "necessary and beneficial" to the fair and
                  efficient resolution of the bankruptcy
                  proceedings."

    D. The ACOM Debtors' Prosecution of Claim if Stipulation is
       Not Approved

       If the Court does not approve the Stipulation, the ACOM
       Debtors will prosecute the Claims on behalf of their
       estates without prejudice to the Creditors Committee's
       right to intervene.

    E. Settlement of Claims

       The ACOM Debtors will retain the right to compromise and to
       settle the Claims.  Parties-in-interest will retain the
       right to oppose the settlements as if the Stipulation never
       existed and as if the ACOM Debtors had retained exclusive
       control over the Claims.

The ACOM Debtors' participation as a party in the Complaints is
significant because the Creditors Committee is not replacing the
Debtors as claimant.  Rather, the Committee is assisting the
Debtors with the litigation.  The Debtors will retain an
appropriate level of control over the litigation through their
ability to enter into settlements and object to amendments to the
Complaints.

The Creditors Committee and the ACOM Debtors find the necessity
to prosecute the Claims against the FPL Group and the Prestige
Defendants.  The Stipulation strikes an appropriate balance
between the rights of the parties to prosecute, participate in,
control and settle the litigation against the FPL Group and the
Prestige Defendants.

The Stipulation is fair and equitable and falls well within the
range of reasonable business judgment.  The Complaints allege, at
the very least, colorable claims that will yield significant
recoveries to the ACOM Debtors' estates.

The Creditors Committee is a logical party to bring the
Complaints.  The Creditors Committee represents the real parties-
in-interest in the adversary proceeding as it is the unsecured
creditors who will directly benefit from recoveries.
The Creditors Committee assures the Court that its counsel has
expertise in the area of avoidance actions.  For the last five
months, the Creditors Committee's counsel has been undertaking an
analysis of, and an investigation into, the Claims.  The
Committee's counsel has, therefore, developed the intellectual
capital necessary to pursue the claims set forth in the
Complaints.  It would be costly and wasteful for the ACOM
Debtors' counsel to duplicate the work already performed by the
Committee's counsel.

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


AIR CANADA: 3 Travel Agencies Ask Court to Reverse Claim Ruling
---------------------------------------------------------------
On June 22, 2004, the Honorable Allan M. Austin as Claims Officer
disallowed a claim for damages filed by Always Travel, Inc.,
Highbourne Enterprises, Inc., and Canadian Standard Travel Agent
Registry against Air Canada.  Hon. Austin affirmed the decision
of Ernst & Young, Inc., the Court-appointed Monitor, to disallow
the Travel Agencies' CN$1,700,000,000 claim for voting and
distribution purposes.

Before the Petition Date, the Travel Agencies commenced an action
before the Federal Court of Canada against Air Canada and six
other co-defendants, including other airline companies and the
International Air Transport Association, for breach of the
Competition Act.  The Travel Agencies brought the Action on
behalf of 3,7000 Canadian travel agents accredited by the IATA.

The Travel Agencies complain that Hon. Austin:

    (a) erred in declining to permit the Travel Agencies to cross
        examine the affiants on behalf of Air Canada, to call
        evidence in the nature of an examination under Rule 39.03
        of the Rules of Civil Procedure, or to call oral evidence;

    (b) failed to consider relevant documents and facts, and did
        admit irrelevant and inadmissible documents and facts for
        the purpose of coming to his decision;

    (c) made findings of fact based on determinations of
        credibility without giving the Travel Agencies or their
        witnesses an opportunity to be heard;

    (d) made findings of fact that were clearly wrong and made
        overriding and palpable errors on the evidence; and

    (e) made errors of fact and law in misapprehending the nature
        of the Travel Agencies' claim.

Thus, the Travel Agencies ask Mr. Justice Farley to set aside
Hon. Austin's determination as to their claim.  The Travel
Agencies ask the Court to fix the value of their claim for voting
and distribution purposes.

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)


ALLMERICA FINANCIAL: 2nd Quarter Net Income Increases to $32 Mil.
-----------------------------------------------------------------
Allmerica Financial Corporation (NYSE: AFC) reported second
quarter net income of $32.4 million compared to net income of
$24.4 million in the second quarter of last year.

Segment income after taxes was $29.1 million compared to $18.7
million in the second quarter of last year. Segment income after
taxes is presented consistent with the manner in which management
evaluates operating results.

"Our second quarter results reflect continued improvement in our
core property and casualty operations," said Frederick H.
Eppinger, president and chief executive officer of Allmerica
Financial Corporation. "The property and casualty business
produced another solid quarter driven by improved underwriting
performance and continued rate increases." Mr. Eppinger added,
"The Life Companies continue to produce solid cash flow and remain
financially strong."

                        Segment Results

Allmerica Financial consists of property and casualty operations,
which represents our ongoing business, and life operations, which
is a run-off business consisting primarily of proprietary life
insurance, annuity and guaranteed investment products previously
issued by Allmerica's life insurance subsidiaries.

The Company conducts its business in four operating segments.
Property and casualty operations consist of three operating
segments: Personal Lines, Commercial Lines, and Other Property and
Casualty. The Personal Lines segment markets automobile,
homeowners and ancillary coverages to individuals and families.
The Commercial Lines segment offers a suite of products targeted
at the small to mid-size business markets, which include
commercial multiple peril, commercial automobile, workers'
compensation and other commercial coverages. The Other Property
and Casualty segment includes a block of run- off voluntary pools
business in which we have not actively participated since 1995;
AMGRO, Inc., a premium financing business; and Opus Investment
Management, Inc., which provides investment management services to
institutions, pension funds and other organizations. The Life
Companies, our fourth operating segment, includes the results of
our run-off business of life and annuity products and guaranteed
investment contracts.

The following table shows segment income after taxes, and is
presented in a manner consistent with the way management evaluates
results and is in accordance with Statement of Financial
Accounting Standards No. 131, "Disclosures About Segments of an
Enterprise and Related Information". Segment income after taxes
excludes the items listed in the table at the end of this
document.

                      Property and Casualty

Property and Casualty segment income was $49.1 million in the
second quarter of 2004, up from $13.3 million in the second
quarter of 2003.

Personal Lines segment income was $35.8 million in the quarter
compared to $0.2 million in the prior year. Loss performance
improved significantly in the quarter, resulting in a nine-point
improvement in our loss ratio. Results improved due to a favorable
change in the development of prior accident years' loss reserves
as well as improved accident year results. In the current quarter,
we had favorable development of prior accident years' loss
reserves in the personal automobile line. In the second quarter of
2003, we had adverse development of prior accident years' loss
reserves in the personal automobile line, largely related to our
Michigan personal injury protection coverage. Current accident
year underwriting performance improved as a result of reduced loss
frequency and continued rate increases.

Commercial Lines segment income was $12.6 million in the quarter,
compared to $35.2 million in the second quarter of 2003. The
decrease in segment income is due primarily to an increase in
underwriting and loss adjustment expenses. The increase in
underwriting expenses is due to higher staffing and technology
costs related to the development of this business, as well as an
increase in contingent commissions. Loss adjustment expenses in
the second quarter of last year benefited from reserve reductions
that did not recur in the current year. Furthermore, the loss
ratio increased due to an increase in adverse development of prior
accident years' loss reserves in the workers' compensation line
and certain other less significant commercial lines.

Other Property & Casualty segment income was $0.7 million in the
quarter, compared to a loss of $22.1 million in the prior year.
The significant loss in the prior year was due to a pre-tax charge
of $23.0 million resulting from an adverse arbitration decision
related to an insurance pool we exited in 1996.

    Property and Casualty highlights:
     * Net premiums written were $580.1 million in the second
       quarter of 2004, compared to $571.0 million in the second
       quarter of 2003.

     * Net premiums earned were $566.2 million in the second
       quarter of 2004, compared to $561.8 million in the second
       quarter of 2003.

     * In the second quarter of 2004, pre-tax catastrophe losses
       were $15.1 million, compared to $21.2 million in the
       comparable period one year earlier.

The Life Companies reported a segment loss of $6.3 million in the
second quarter of 2004, compared to segment income of $13.5
million in the second quarter of 2003. Cash flow (segment income
excluding certain non-cash items) was $26.9 million versus $23.0
million in the second quarter of last year and was consistent with
expectations.

The segment loss in the current quarter was primarily due to
derivatives losses associated with the GMDB hedging program and
increased GMDB expenses due to the application of Statement of
Position 03-1. Segment income in the second quarter of 2003 was
favorably impacted by rising equity markets, which reduced the
amortization of deferred acquisition costs. The GMDB hedging
program was not in effect during the comparable quarter in 2003.

The Life Companies segment income is expected to be volatile due
to the hedge program and the impact of the new SOP 03-1 rules on
GMDB reserve and DAC accounting. The inherent volatility is due to
several factors, principally equity market levels, but including
also interest rates, surrenders and any deviation between the
performance of the underlying mutual funds and the indices
associated with futures contracts in connection with the hedging
program.

   Life Companies highlights:

     * Life Companies segment income excluding certain non-cash
       items was $26.9 million in the second quarter of 2004
       compared to $23.0 million in the second quarter of 2003 and
       $40.3 million in the first quarter of 2004.

     * Total adjusted statutory capital for the combined life
       insurance subsidiaries at June 30, 2004 was $592.0 million
       compared to $589.8 million at March 31, 2004.

     * The Risk Based Capital (RBC) ratio of Allmerica Financial
       Life Insurance and Annuity Company, Allmerica's lead life
       insurance company, increased to 428 percent at June 30,
       2004, compared to 420 percent at March 31, 2004.

     * In the second quarter of 2004, individual annuity
       redemptions were $555.9 million compared to $634.1 million
       in the first quarter of 2004.  The individual annuity
       redemption rate was 20 percent in the current quarter
       compared to 22 percent in the first quarter of 2004.

                     Investment Results

Net investment income was $106.2 million for the second quarter of
2004, compared to $117.4 million in the same period of 2003, a
decrease of $11.2 million. Net investment income in the Life
Companies declined by $14.7 million and was partially offset by a
$3.5 million increase in the Property and Casualty business. The
increase in investment income for the quarter in our Property and
Casualty business was due to an increase in average invested
assets, partially offset by a reduction in average pre-tax yields
on fixed maturities due to lower prevailing fixed maturity
investment rates. Second quarter net investment income decreased
for the Life Companies primarily due to lower invested assets
resulting from both general account annuity redemptions and a
reduction in outstanding guaranteed investment contract balances.
Also contributing to the decline was the aforementioned reduction
in average pre-tax yields on fixed maturities.

Second quarter 2004 pre-tax net realized investment gains were
$7.0 million, compared to $13.2 million of pre-tax net realized
investment gains in the same period of 2003. In the current
quarter, pre-tax net realized investment gains of $7.7 million
were primarily from sales of fixed maturity and equity securities.
There were no realized losses on other-than-temporary impairments
in the second quarter of 2004. In the second quarter of 2003, pre-
tax net realized investment gains were principally related to
realized gains of $29.0 million from sales of certain fixed
maturity and equity securities, and gains on derivative
instruments of $2.0 million, partially offset by $19.5 million of
realized losses resulting from other-than-temporary impairments on
certain fixed maturity securities.

                        Balance Sheet

Shareholders' equity was $2.2 billion, or $41.48 per share at June
30, 2004, compared to $2.2 billion, or $41.89 per share at
December 31, 2003. Excluding accumulated other comprehensive
income, book value was $42.36 per share at the close of the second
quarter, compared to $41.59 per share at December 31, 2003.

Total assets were $23.7 billion at June 30, 2004, compared to
$25.1 billion at year-end 2003. Separate account assets were $10.7
billion at June 30, 2004, versus $11.8 billion at December 31,
2003. The declines in total and separate account assets were
principally the result of surrenders of individual variable
annuities.

Allmerica Financial Corporation is the holding company for a group
of insurance companies headquartered in Worcester, Massachusetts.

                           *   *   *

As reported in the Troubled Company Reporter's June 17, 2004
edition, Standard & Poor's Ratings Services raised its ratings on
two synthetic transactions related to Allmerica Financial Corp.

The raised ratings follow the June 8, 2004 upgrade of Allmerica
Financial Corp.'s preferred stock.

The ratings on both of the swap-independent synthetic transactions
are weak-linked to the underlying collateral, preferred shares
issued by AFC Capital Trust I. The raised ratings reflect the
current credit quality of the underlying securities.

A copy of the Allmerica Financial Corp.-related summary analysis,
"Summary: Hanover Insurance Co.," dated June 8, 2004, is available
on RatingsDirect, Standard & Poor's web-based credit analysis
system.

                         Ratings Raised
                  PreferredPLUS Trust Series ALL-1
             $48 million trust certificates series ALL-1

                           Rating
                    Class   To           From
                    A       B            B-
                    B       B            B-

                  CorTS Trust For AFC Capital Trust I
          $36 million Allmerica corporate-backed trust securities
                     certificates series 2001-19

                           Rating
                    Class   To           From
                    A       B            B-


AMC ENTERTAINMENT: Marquee Launches Debt Offerings to Fund Buyout
-----------------------------------------------------------------
Marquee Inc. has commenced an offering of $150 million aggregate
principal amount of its Senior Notes due 2012 and $305 million
aggregate principal amount of its Senior Floating Rate Notes due
2011.  As also reported, Marquee Holdings Inc. has commenced an
offering of its Senior Discount Notes due 2014, which will
generate aggregate gross proceeds of $170 million, each in a
private placement offering.

The net proceeds from the sale of each series of senior notes in
the offerings are expected to be used to finance, in part, the
acquisition of AMC Entertainment Inc. (AMEX:AEN) by Marquee
Holdings Inc., a newly created investment vehicle owned by
affiliates of J.P. Morgan Partners, the private equity arm of
JPMorgan Chase & Co., and affiliates of Apollo Management, L.P., a
private investment firm.

The closing of the merger is subject to certain terms and
conditions customary for transactions of this type, including
receipt of shareholder and regulatory approvals and the completion
of financing. Upon consummation of the offerings of the senior
notes by each of Marquee Inc. and Marquee Holdings Inc., the
proceeds will be deposited into separate escrow accounts for the
benefit of the holders of each series of notes pursuant to the
terms of separate escrow agreements. Each of the escrow agreements
will provide that the escrow agent may only release the escrow
proceeds upon the earlier of (1) January 31, 2005, and (2) the
satisfaction of certain conditions, including, among other things,
the completion of the merger between AMC Entertainment Inc. and
Marquee Inc., a wholly owned subsidiary of Marquee Holdings Inc.,
with AMC Entertainment Inc. remaining as the surviving entity and
related transactions. Upon release of the escrow funds, Marquee
Inc. and Marquee Holdings Inc. intend to apply the net proceeds
from the offerings to the consideration to be paid to AMC
Entertainment Inc.'s shareholders in the Merger and to pay the
related fees and expenses.

Each series of senior notes will be sold to qualified
institutional buyers in reliance on Rule 144A and outside the
United States to non-U.S. persons in reliance on Regulation S. The
Notes will not be registered under the Securities Act of 1933, as
amended, and unless so registered, may not be offered or sold in
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

On July 23, 2004, the Company filed with the Securities and
Exchange Commission a current report on form 8-K, which included
the Agreement and Plan of Merger, dated as of July 22, 2004, by
and among Marquee Holdings Inc., Marquee Inc. and AMC
Entertainment Inc. and related documents. The proxy statement that
the Company plans to file with the Securities and Exchange
Commission and mail to its shareholders will contain information
about the Company, the proposed Merger and related matters.
Shareholders are urged to read the proxy statement carefully when
it is available, as it will contain important information that
shareholders should consider before making a decision about the
Merger. In addition to receiving the proxy statement from the
Company by mail, shareholders also will be able to obtain the
proxy statement, as well as other filings containing information
about the Company, without charge, from the Securities and
Exchange Commission's website -- http://www.sec.gov/-- or,
without charge, from the Company at http://www.amctheatres.com/

The Company and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the
Company's shareholders with respect to the proposed Merger.
Information regarding any interests that the Company's executive
officers and directors may have in the transaction will be set
forth in the proxy statement.

AMC is the largest movie exhibitor in the U.S. based on revenue
and the second-largest based on screen count. It has one of the
industry's most modern theater circuits due to its rapid expansion
and consistent disposition activity since 1995.

                           *   *   *

As reported in the Troubled Company Reporter's February 23, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC+'
rating to movie exhibitor AMC Entertainment Inc.'s proposed Rule
144A offering of up to $550 million in senior subordinated notes
due 2014. Proceeds will be used to pay off existing subordinated
notes and related call premiums, fees, and expenses.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on the company. The Kansas City, Missouri-based firm
will have about $785 million in debt, on a pro forma basis. The
outlook is positive.

"The ratings reflect AMC's financial risk as its heavy reliance on
lease financing result in high lease adjusted leverage, an
elevated fixed cost structure, and modest cash flow," said
Standard & Poor's credit analyst Steve Wilkinson. Ratings also
reflect AMC's modern theater circuit and the mature and
competitive nature of the industry.

The potential for an upgrade depends on AMC's ability to improve
key credit measures and maintain solid discretionary cash flow.
The ultimate use of AMC's excess cash balances and liquidity will
be important considerations, given its aggressive financial
strategies in the past and its interest in acquisitions. The
successful conversion of its preferred stock into common equity
could also warrant an upgrade.


ARCHANGEL DIAMOND: Asks Colorado Court to Reconsider Claims Ruling
------------------------------------------------------------------
Archangel Diamond Corporation (ADC) filed a petition for writ of
certiorari with the Colorado Supreme Court.  This follows the
denial by the Colorado Court of Appeal of ADC's Motion for
Reconsideration, which was filed after the Court of Appeal, by
judgment dated March 25, 2004, affirmed the ruling of the Denver
District Court dismissing Archangel's claims against
Arkhangelskgeoldobycha -- AGD -- and LUKoil for lack of personal
jurisdiction.

The Colorado Supreme Court is expected to rule within
approximately 90 days of the date of filing of the writ on whether
or not to accept the petition, i.e., by approximately October 16,
2004.  If the petition is accepted, the Supreme Court will then
consider de novo ADC's appeal against the ruling of the Denver
District Court dismissing Archangel's claims against AGD and
LUKoil for lack of personal jurisdiction.

At March 31, 2004, Archangel reported a $35,416,714 stockholders'
deficit compared to a $35,022,901 deficit at December 31, 2003.


BASIS100: Schedules Aug. 12 Conference Call to Review Q2 Results
----------------------------------------------------------------
Basis100 (TSX:BAS), a leading data intelligence and analytics
provider to the U.S. mortgage and lending securities community,
will hold an open conference call to review the Company's fiscal
2004 second quarter financial results on Thursday, August 12, at
11 a.m. (EST) via telephone and broadcast over the Internet.

Participating in the first quarter conference call will be:

   -  Michael Johnston, President and CEO
   -  Edward J. Hartman, CFO

The 2004 second quarter financial results will be released
publicly and available on the Basis100 web site --
http://www.Basis100.com-- before the market opens on Thursday,
August 12, 2004.

To participate in the conference call:

    -  Dial In Participation - The dial-in number to participate
       in the teleconference is 1-800-814-4861

    -  Audio WebCast - To access the conference call via the
       Internet (listen-only mode), visit the Basis100 web site --
       http://www.Basis100.comand go to the Investor section.
       Click on the "Events & Presentations" tab and then the
       "Conference Call" link. You will need Windows Media Player
       to listen to the Web broadcast. Visit the Basis100 Web site
       in advance of August 12 to download a free copy of Windows
       Media Player.

    -  Conference Call Replay - A replay of the conference call
       will be available until 11:59 p.m. (EST) on August 19 by
       dialing 1-877-289-8525 and entering the reservation number
       21070203, followed by the "number" sign. You may also hear
       the replay by visiting http://www.Basis100.com. Go to the
       Investor section of the web site and click on the
       "Conference Calls" link on the left navigation bar.

If interested parties require additional information, contact
Sandy Koeppl at 412-747-4700 or via email at
investor.relations@basis100.com.

                      About Basis100 Inc.

Basis100 (TSX:BAS) is a leading data intelligence and analytics
provider to the U.S. mortgage and lending securities community.
Through its successful strategic partnerships with other industry
leaders and advancements in its proprietary technology, Basis100
offers a vast array of collateral assessment solutions from
automated valuation models to full appraisals to aid customers in
their lending decisions.  The company's BasisValues(SM) system is
a dynamic web-based delivery platform that incorporates ordering
and delivery of Basis100's complete decisioning suite of
collateral assessment solutions.  BasisValues, with the addition
of upgradeable solutions, allows for: customized business rule
logic, risk mitigation, consistency of process and selection and
bulk processing requests.

At December 31, 2003, Basis 100 reported a $74,262,651 stockholder
deficit compared to a $76,717,903 deficit at December 31, 2002.


BAY VIEW: Fitch Withdraws BB- Securities Rating After Redemption
----------------------------------------------------------------
Fitch Ratings withdrew its 'BB-' preferred stock rating for Bay
View Capital Trust I, as the securities were redeemed on June 30,
2004.


BBF RESOURCES: TSX Exchange Continues Trade Halt Order
------------------------------------------------------
Further to TSX Venture Exchange Bulletin dated July 14, 2004,
effective at 6:09 a.m., PST, July 26, 2004 trading in the BBF
Resources, Inc. shares -- which trades using the symbol BBF --
will remain halted pending receipt and review of acceptable
documentation regarding the Change of Business and/or Reverse
Take-Over pursuant to Listings Policy 5.2.

Policy 5.2 applies to any transaction or series of transactions
entered into or proposed to be entered into by an Issuer or a NEX
Company that will result in a Reverse Take-Over -- RTO.  This
Policy also applies to any transaction or series of transactions
entered into or proposed to be entered into by any Tier 2 Issuer
that will result in a Change of Business.  The provisions of this
Policy relating to COBs do not generally apply to Tier 1 Issuers.
Tier 1 Issuers undergoing a Change of Business are referred to
Policy 5.3 -- Acquisitions and Dispositions of Non-Cash
Assets.  Issuers are reminded that this Policy must be read in
conjunction with Policy 5.9 -- Insider Bids, Issuer Bids, Business
Combinations and Related Party Transactions, which incorporates by
reference OSC Rule 61-501 as Appendix 5B.

This Policy describes the filing and related procedures to be
followed in connection with a COB or RTO.  Transactions filed in
furtherance of a COB or RTO must be in compliance with the
relevant policies in the Manual (e.g. Private Placements,
Acquisitions and Dispositions of Non Cash Assets.)

The Company was incorporated under the Alberta Business
Corporations Act on March 18, 1996.  On May 15, 1996 the Company
commenced active business operations.  The Company is in the
development stage.  The Company, directly and through joint
ventures, is in the process of exploring its mineral properties
and has not yet determined whether these properties contain ore
reserves that are economically recoverable.  The recoverability of
amounts shown for mineral properties is dependent upon the
discovery of economically recoverable reserves, confirmation of
the Company's interest in the underlying mineral claims, the
ability of the Company to obtain necessary financing to complete
the development and future profitable production or proceeds from
the disposition thereof.

At March 31, 2004, the Company's balance sheet shows a $2,479,895
stockholders' deficit, compared to a $2,451,404 deficit at
December 31, 2003.


BECKMAN COULTER: Reports 11.7% Net Earnings Growth in 2nd Quarter
-----------------------------------------------------------------
Beckman Coulter, Inc. (NYSE: BEC) reported second quarter ended
June 30, 2004 results.

                  Second Quarter 2004 Discussion

Sales in the second quarter increased 8.3% over prior year
quarter. The Clinical Diagnostics Division had a strong
performance, posting sales growth of 10%, led by
immunodiagnostics. The success of the new UniCel DxI(TM) 800
immunoassay system drove sales growth in immunodiagnostics up 19%,
with sales of immunoassay products up nearly 30%. The Biomedical
Research Division sales were up 4%, as the company continues to
launch new products into a recovering research market. Specialty
testing had the best performance in Biomedical Research, with
revenues growing 8%, driven by continuing gains in cellular
analysis.

Geographically, on a constant currency basis, European sales
increased nearly 5% with weaker results in Germany tempering
otherwise strong performance. Sales in Asia were flat, with a
decline in Japan offsetting otherwise strong results in the rest
of the Far East. Sales in the Americas increased 6%, led by solid
performance in the Clinical Diagnostics Division.

Gross profit margin was up slightly from prior year at 48% of
sales benefited by currency and systems-to-aftermarket sales mix.
However, this benefit was partially offset by an unfavorable
geographic sales mix and an accelerated build-up of the service
and support infrastructure in clinical diagnostics to accommodate
the rapidly growing immunoassay and lab automation installed base.
Operating income grew 16.3% to $94.4 million.

Non-operating expense in the second quarter of 2004 was $13.4
million, an increase of $3.7 million over prior year quarter due
primarily to higher currency-related expenses. The tax rate was
28% versus 27% in the prior year. Net earnings grew 11.7%, but
higher diluted share count limited diluted earnings per share
growth to 7.3%, or $0.88.

In the second quarter of 2004, the company contributed $40 million
to the U.S. pension plan and repurchased approximately 820,000
shares of common stock at an average cost of $57.87.

The following business developments and product announcements were
significant in the second quarter:

    Business Developments:

     *  Signed agreement with Althea Technologies, Inc. for gene
        expression technology that will be incorporated into the
        company's GenomeLab(TM) suite of products.

     *  Signed three-year contract with Premier, Inc. to supply
        approximately $130 million in diagnostic systems, supplies
        and services.

     *  Moody's Investors Service confirmed its Baa3 ratings of
        the company's debt and revised its outlook on the ratings
        from stable to positive.

    Product Announcements:

     *  Shipped the FC 500 CXP Flow Cytometry system used in
        clinical diagnostics laboratories, primarily for
        monitoring immunodeficiency diseases such as HIV.

     *  Launched new iTopia(TM) Epitope Discovery system for use
        in vaccine research and development.

     *  Shipped the Immage(R) 800 serum protein analyzer for use
        in clinical diagnostics laboratories.

     *  Released the ProteomeLab(TM) A2(TM) MicroArray system, a
        medium-density testing array platform for therapeutic
        development and evaluation of biomarkers for disease
        diagnosis.

                     First Half Discussion

Total sales for the first half of 2004 grew 11.3%. Clinical
Diagnostics Division sales growth was over 13%, with strong sales
in all three product areas due to a relatively healthy market for
laboratory equipment in hospitals and Beckman Coulter's broad
product offering of systems to simplify and automate patient
testing.

In the Biomedical Research Division, sales growth for the first
half was nearly 7%. There is uneven government funding for medical
research around the globe and a slow ramp up in R&D
instrumentation purchases by pharmaceutical and biotechnology
firms. Beckman Coulter's new products are targeted at the faster
growing segments of the market throughout the world, such as
genomic, proteomic and cell-based research.

Reported net earnings growth for the first half of 2004 was
affected by a prior year first quarter 2003 non-taxable net credit
of $27.7 million from the settlement of an escrow account recovery
and a pretax restructuring charge of $18.5 million. The net of
these two unusual items, after tax, positively affected 2003 first
half net earnings by $15.9 million. On a comparable basis, first
half 2004 net earnings grew 15.7% to $93.6 million and earnings
per diluted share grew 11.8% to $1.42.

John P. Wareham, chairman and chief executive officer, said, "As
we previously stated, first quarter sales growth was unseasonably
high, and the second quarter growth rate would be slightly lower.
In total, the first half was up as expected over prior year giving
us confidence for the remainder of 2004. On the strength of our
results, we more fully funded our investments in the clinical
diagnostics service, selling and marketing infrastructure to
support our new product rollouts."

                           2004 Outlook

According to Mr. Wareham, "Our focus on gaining share in the high-
volume immunoassay market is delivering exceptional sales growth
within the Clinical Diagnostics Division, while new product
rollouts are stimulating growth in the Biomedical Research
Division. In the third quarter, we expect sales to be up 8 to 11%,
including about a 2% currency effect. Clinical Diagnostics sales
growth should be in the 10 to 13% range, while Biomedical Research
sales should grow in the 4 to 6% range. Net earnings should
increase in the high teens and diluted earnings per share should
be in the $0.69 to $0.74 range.

"Within clinical diagnostics, sales growth should continue to
benefit from placements of new immunoassay systems, along with
strong sales in routine chemistry, driven by laboratory
automation.

"In biomedical research, we remain cautiously optimistic about the
recovery of spending in the pharmaceutical and biotechnology
research and development markets. Our new products for biomedical
research, including the Biomek(R) NX and 3000 robotic systems,
GenomeLab(TM) SNPStream(R) genotyping system and the
ProteomeLab(TM) A2(TM) MicroArray system, should aid sales growth
in the second half."

Concluded Mr. Wareham, "Assuming that currency rates stay at their
present levels, we expect our total year sales to increase 9 to
10%, including currency. Clinical Diagnostic Division sales should
grow 10 to 13% and Biomedical Research Division sales should grow
4 to 6%. Operating profit margin should improve by up to 80 basis
points over prior year, primarily due to the weaker dollar. Non-
operating expenses should increase by $5 million to $10 million
over prior year due to currency-related expenses. Net earnings
should grow in the 13 to 15% range with diluted earnings per share
growth in the range of 11 to 13%, before prior year unusual items
that impact comparisons."

                  Quarterly Dividend Increase

The company's Board of Directors declared a quarterly cash
dividend of $0.13 per share, an 18% or $0.02 per share increase,
payable on September 2, 2004 to stockholders of record on August
13, 2004. This dividend represents the 61st consecutive quarterly
dividend payout and the 13th consecutive year of increase in
quarterly dividends since the company's relisting on the New York
Stock Exchange in 1988. This dividend increase reflects the
Board's intention to return the annual dividend payout ratio to
the 15 to 20% range.

Beckman Coulter, Inc. is a leading manufacturer of biomedical
testing instrument systems, tests and supplies that simplify and
automate laboratory processes. Spanning the biomedical testing
continuum -- from systems biology and clinical research to
laboratory diagnostics and point-of-care testing -- Beckman
Coulter's 200,000 installed systems provide essential biomedical
information to enhance health care around the world. The company,
based in Fullerton, Calif., reported 2003 annual sales of $2.2
billion with 64 percent of this amount generated by recurring
revenue from supplies, test kits and services. For more
information, visit http://www.beckmancoulter.com/

                           *   *   *

As reported in the Troubled Company Reporter's May 4, 2004
edition, Fitch Ratings downgrades and places on Rating Watch
Negative Beckman Coulter, Inc.'s 7.4975% net lease pass-through
certificates, $109.7 million series BC 2000-A to 'BB-' from 'BBB'.
The rating of this transaction depends upon the ratings of Beckman
Coulter's senior debt obligations and Financial Structures
Limited's (FSL) insurer financial strength. The downgrade and
Rating Watch Negative placement is the result of the FSL's rating
being lowered to 'BB-' and placed on Rating Watch Negative.

Beckman Coulter's senior debt obligations are currently rated
'BBB' by Fitch. The Rating Outlook for the company is Positive.


BENEM VENTURES: TSX Halts Stock Trading Pending Policy Compliance
-----------------------------------------------------------------
Further to TSX Venture Exchange Bulletin dated July 14, 2004,
effective at 10:04 a.m., PST, July 26, 2004 trading in Benem
Ventures Inc. shares of the Company will remain halted pending
receipt and review of acceptable documentation regarding the
Qualifying Transaction pursuant to Policy 2.4.

Policy 2.4 applies to any issuer that proposes to list on the
Exchange as a capital pool company -- a CPC.  The Exchange's
program was designed as a corporate finance vehicle to provide
businesses with an opportunity to obtain financing earlier in
their development than might be possible with an initial public
offering.  The CPC program permits an IPO to be conducted and an
Exchange listing to be achieved by a newly created company that
has no assets, other than cash, and has not commenced commercial
operations. The CPC then uses this pool of funds to identify and
evaluate assets or businesses which, when acquired, qualify the
CPC for listing as a regular Tier 1 or Tier 2 Issuer on the
Exchange.  The Policy outlines the procedures for listing a CPC on
the Exchange and the procedures to be followed and standards to be
applied when a CPC undertakes a Qualifying Transaction.

The Company was incorporated under the laws of the province of
Alberta and is classified as a Capital Pool Company as defined in
the TSX Venture Exchange Policy 2.4.  The principal business of
the Company is to identify and evaluate opportunities for the
acquisition or participation within 18 months of listing on the
TSX Venture Exchange.  The Company may not have sufficient funds
to complete the acquisition and may be required to raise
additional equity or debt financing.

At March 31, 2004, stockholders' deficit widens to $170,548
compared to a deficit of $133,368 at June 30, 2003.


BORDEN CHEMICAL: S&P Keeps Negative Watch Pending Acquisition
-------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on resins producer
Borden Chemical Inc. remain on CreditWatch with negative
implications. The ratings were placed on CreditWatch on July 6,
2004, following the announcement that Apollo Management LP will
acquire Borden Chemical from Kohlberg Kravis Roberts & Co. for
about $1.2 billion.

Standard & Poor's will resolve the CreditWatch when the
acquisition of Borden Chemical is completed. At that time, the
corporate credit rating of Borden Chemical will be lowered to 'B+'
from 'BB' and the ratings on the existing unsecured notes will be
lowered to 'B-' from 'BB-'. The outlook will be stable.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and a recovery rating of '1' to Borden
Chemical's proposed $175 million secured revolving credit
facility, based on preliminary terms and conditions. The 'BB-'
rating is one notch higher than the expected corporate credit
rating following the CreditWatch resolution; this and the '1'
recovery rating indicate high expectation of full recovery of
principal in the event of a default.

Standard & Poor's also assigned its 'B-' rating and a recovery
rating of '4' to the company's proposed tranches of senior second
secured notes totaling $475 million with maturity dates of 2010
and 2014 to be issued under Rule 144a with registration rights.
The 'B-' rating is two notches lower than the expected corporate
credit rating following the CreditWatch resolution, reflecting a
limited security package, the priority position of secured debt
and meaningful subsidiary obligations in an advantaged position
relative to the notes; this and the '4' recovery rating indicate
a marginal (25%-50%) recovery of principal in the event of a
default. With the CreditWatch resolution, the ratings that are
being assigned Friday, July 23 will be affirmed.

Proceeds from the new bank credit facility and the senior second
secured notes are to be used to finance the acquisition of Borden
Chemical and to repay a portion of the company's existing
indebtedness.

"The overall creditworthiness of Borden Chemical will reflect a
very aggressive financial profile resulting from high debt
leverage at the outset of the proposed acquisition by Apollo
Management, somewhat offset by the company's fair business profile
as a leading global manufacturer of formaldehyde-based resins,"
said Standard & Poor's credit analyst Peter Kelly.

During the next few years, management is expected to emphasize
debt reduction until key financial ratios are improved to
appropriate levels for the ratings.

Borden Chemical's credit quality will reflect its position as a
leading producer of formaldehyde-based thermosetting resins for
the forest products industry and other industrial applications,
with about $1.5 billion of sales. End uses include furniture and
construction products, such as structured panels, medium-density
fiberboard and particleboard, and coatings for the foundry
industry. The company also is the leading global manufacturer of
formaldehyde, and consumes much of its production internally.


CALL-NET: Will Hold Q2 Conference Call Today at 1:00 P.M.
---------------------------------------------------------
Call-Net Enterprises Inc. (TSX: FON, FON.B) will release its
second quarter 2004 results before the markets open today,
July 28, 2004.  Later, the Company will hold a quarterly
conference call.

    Date:           Wednesday, July 28, 2004
    Time:           1:00 p.m. ET
    Participants:   Bill Linton, president and chief executive
                    officer
                    Roy Graydon, executive vice president & chief
                    financial officer
    Access Number:  1-800-446-4472 and 416-695-9757
    Confirmation:   T512862S
    Webcast:        http://www.callnet.caor
    http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=868340

To participate in the conference call, call the access number 10
minutes prior to the scheduled start time and request Call-Net's
second quarter results teleconference.  If interested parties
require assistance during the conference call, an operator can be
reached by pressing '0'.

A replay of the conference call will be available as follows:

    Replay:         1-888-509-0081 and 416-695-5275 until August
                    4, 2004.
    Archive:        The audio webcast will be archived at
                    http://www.callnet.ca

                About Call-Net Enterprises Inc.

Call-Net Enterprises Inc., (S&P, B/Negative, LT Corporate Rating),
primarily through its wholly owned subsidiary Sprint Canada Inc.,
is a leading Canadian integrated communications solutions provider
of local and long distance voice services as well as data and IP
services to households and businesses across Canada. Call-Net,
headquartered in Toronto, owns and operates an extensive national
fibre network, has over 134 co-locations in five major urban areas
including 25 municipalities and maintains network facilities in
the United States and the United Kingdom.  For more information,
visit the Company's web sites at http://www.callnet.ca/and
http://www.sprint.ca/


CALLINAN: Pursues Exploration Efforts Amidst Bullish Metal Trading
------------------------------------------------------------------
Callinan Mines Limited, which is involved in the exploration and
development of polymetallic mineral deposits, reports that recent
nickel prices have been very favourable as the metal continues on
a strong, bullish trend.  In light of this, Callinan intends to
advance exploration efforts on their recently acquired Pine and
Phillips Lake claims in the Thompson Nickel Belt.

Both claims are known to contain ultramafic host rocks common to
high-grade nickel and PGM mineralization.  The properties cover
portions of the Manassan Thompson and Pipe formations.  The
sulphide faces is folded and intruded by Ultramafics.  Nearby
hosts of similar character contain the Thompson and Birch Tree ore
bodies.  Mapping carried out by J. Macek et al. of the Manitoba
geological survey and published in preliminary map 2001 I-1
indicates folded structures not previously known.  The geophysical
surveys carried out previously did not cover these structures in
the proper direction.  The program to be carried out by Callinan
will include re-gridding portions of the property in the correct
direction.

Based on drill results from the previous operator, and the results
of a magnetic survey, Callinan's geologists will design a drill
program to test numerous shallow targets.  Work will begin on the
projects in August to re-establish the previous grid and map a
drill program.

Drilling by the previous operator intersected nickel values at
Pine Lake and Phillips Lake ranging in values from 0.43% nickel to
6.07% nickel.  DDH PL-7 on the Phillips Lake property had values
of 1.19% Ni over 14.3 m including 1.99% Ni over 3.72 m. None of
the 15 holes were assayed for PGM values.

After these results were assessed, project geologists at the time
recommended that two additional holes, designed to trace previous
drill intercepts to depth and test for a massive sulphide keel
section, be drilled. The holes were never completed.

Deeper drilling in conjunction with down hole electromagnetic
surveys is being considered at this time.  The properties' close
proximity to mining infrastructure in the town of Thompson,
Manitoba could make them very economically auspicious should they
prove to host significant nickel mineralization.

Callinan Mines Ltd. trades in the TSX Venture Exchange under the
symbol CAA.  It is listed in Standard & Poor's.  Its year low/high
posts $0.20-$1.00.  At July 22, 2004 is traded at $0.64.

At March 31, 2004, Callinan Mines posted a stockholders' deficit
of $6,942,818 compared to a deficit of $6,240,604 at June 30,
2003.


CAMCO: Stockholders' Deficit Nears $18 Million as of June 19
------------------------------------------------------------
Camco (TSX:COC) announced, primarily as a result of closure costs
relating to the Hamilton manufacturing and distribution facility,
a net loss of $1.9 million for the second quarter ending June 19,
2004, compared to net income of $1.2 million for the same period
last year. Income from operations, before closure costs and
investment write downs, rose to $4.2 million in the second quarter
of 2004 versus $2.8 million for the same period in 2003. Total
sales for the second quarter amounted to $167 million up 5% from
2003.

Excluding plant closure costs, higher income from operations for
the second quarter of 2004 was attributable to higher domestic and
export sales and lower base costs. Closure costs of $6.5 million
($4.4 million net of taxes) were recorded in the second quarter of
2004. As previously announced, closure costs for the Hamilton
plant will continue to be updated on a quarterly basis during
2004.

For the first half of 2004, the Company recorded a net loss of
$5.6 million on sales of $290 million. Sales in 2003 were $283
million resulting in net income of $0.3 million. Income from
operations, before closure costs rose to $4.8 million, compared to
$1.7 million in 2003. The principal drivers of improved year-over-
year operational performance were: strong domestic sales, base
cost productivity improvements resulting in lower operating costs,
and increased production at the Company's manufacturing facility
in Montreal.

At June 19, 2004, Camco's balance sheet showed a stockholders'
deficit of 17,768,000 compared to a deficit of $12,136,000 at
December 31, 2003.

James Fleck, President and CEO commented: "Although net income for
the balance of the year will continue to be impacted by quarterly
charges for Hamilton closure costs as explained in the first
quarter MD&A, on an operations basis, the Company continues to
outperform 2003. We are now down to the last five months of
production in Hamilton and the Plant continues to perform
extremely well, primarily as a result of the continued efforts of
our employees. In Montreal, the dryer capacity program to expand
plant production will be fully operational by September and work
has started on the design of a new dryer platform. We are
continuing to evaluate offers for the sale of the Hamilton site as
well as redundant equipment."

                       Plant Closure Costs

In the second quarter of 2004, the Company recorded plant closure
costs of $6.5 million ($4.4 million net of taxes) primarily
comprising of employee severance. As disclosed in last year's
fourth quarter MD&A, closure costs for the Hamilton plant will be
updated on a quarterly basis during 2004. In accordance with
accounting guidelines, only a portion of the severance and pension
expense could be recorded in 2003. Total plant closure costs are
currently estimated to be $99.8 million ($66.8 million net of
taxes) excluding any gains as a result of the sale of the Hamilton
facilities, with $77.6 million ($52.6 million net of taxes)
recorded in 2003, $5.9 million ($4.0 million net of taxes)
recorded in the first quarter of 2004, $6.5 million ($4.4 million
net of taxes) recorded in the second quarter and the remainder of
$9.8 million ($6.6 million net of taxes) to be recorded in the
balance of 2004. The majority of the remainder of closure costs
still to be recorded during 2004 are related to employee
severance.

The estimate of current year closure costs of $22.2 million, a
$3.8 million increase from the 2003 year-end estimate of
$18.4 million, is mainly due to the improvements in pension and
benefits made in the closure contract agreement dated January 14,
2004. An additional pension settlement cost will be funded over
the next five years and will be recorded upon final settlement of
the plan obligations. As at December 31, 2003 this settlement cost
was actuarially estimated to be $11.5 million. The actual amount
of the settlement and the future funding requirements will be
dependent upon future interest rates and plan asset returns.
Payments related to severance expenses will be made in January
2005, following the closure of the Hamilton facility in December
2004, while pension-funding payments will be incurred until
2008/2009.

The portion of the total closure costs, currently estimated to be
approximately $99.8 million ($66.8 million net of taxes), that
will require a cash outlay is approximately $27.3 million, which
relates primarily to severance payments. The majority of these
cash payments will be made in January 2005, after the December
2004 closure.

                  Interest and Other Expenses

Interest and other expenses of $0.3 million were $0.6 million
lower than last year. This was principally due to the combination
of reduced average debt and lower interest rates, as well as a
timing difference of the income generated from the redemption of
preferred shares of the joint venture.

                  Cash Flow and Balance Sheet

Cash from Operations: During the quarter, cash generated from
operations amounted to $6.6 million versus $10.2 million cash
generated for the same period last year. For the first half of
2004, cash generated from operations equalled $15.6 million versus
a usage of $9.1 million in 2003. The variance from 2003 is
attributable to improved working capital levels, including a $40.9
million increase in accounts payable from the beginning of the
year.

Capital Investing Activities: The Company's plant and equipment
investing activities for the quarter was $0.2 million versus $1.8
million last year. The investing activities are primarily related
to quality and productivity improvements in the Company's Montreal
facility.

Bank Borrowings and Dividends: Bank borrowings decreased by $10.7
million in the second quarter of 2004 to $27.0 million versus an
increase of $1.1 million to $42.7 million for the same period last
year. The Company did not declare a dividend in the second quarter
of 2004.

                  Liquidity and Capital Resources

In the second quarter, the Company met all of its requirements for
banking and cash. To assist with closure related expenses, the
Company has arranged an additional credit facility of $20.0
million with its banker available from January 1, 2004-September
30, 2004 and from January 1, 2005-September 30, 2005. To date, the
Company has not had the need to draw upon these funds.

            Factors Affecting Current and Future Operations

                     Hamilton Manufacturing

The Company is continuing refrigeration and range production at
the Hamilton facility until November 2004. The financial results
for the Hamilton operations up to November 2004 will be treated as
"results from normal operations". The Company has not recorded any
provisions for expected gains and losses that relate to normal
production operations in 2004.

On January 14, 2004, the Union representing hourly and salary
employees at the manufacturing facility in Hamilton accepted a
closure contract agreement. The agreement included improvements to
both pension and benefits. The Company estimates the additional
cost of the contract to be approximately $3.0-$3.5 million. Some
of the additional costs will be recorded as plant closure costs
and some will be recorded through pension and benefit expense in
2004.

                     Montreal Manufacturing

Concurrent with the extension of the dryer supply contract, the
Company announced two new investment programs in the Montreal
facility. Under the first program, the Company will be investing
$14.9 million over a period of 18 months during 2003 and 2004 to
expand plant capacity. The investment in plant and equipment is
required to meet increased demand. Under the second program, the
Company will be investing $15.2 million in the design and
production of a new, leading edge dryer platform. The financing
arrangement for both of the investment programs totalling $30.1
million has two components:

   (1) GE Canada has entered into two equipment operating leases
       with the Company valued at up to $8.2 million (US) in
       connection with capacity project and $8.6 million (US) for
       the new dryer development and production.

   (2) The remainder of the financing ($7.7 million CDN) will be
       funded through internal sources and through Investissement
       Quebec. The Investissement Quebec grant is conditional on
       Camco maintaining certain employment levels through to
       2010.

In March 2004, the unions representing hourly and salary employees
at the Montreal facility ratified a three-year contract. The new
contract included improvements to wages, benefits and pensions.

Camco is the largest Canadian manufacturer, marketer and service
provider of home appliances, with manufacturing operations in
Hamilton, Ontario and Montreal, Quebec. The Company's product line
includes such popular names as GE, Hotpoint, Moffat, Monogram and
Samsung. Camco also produces and services private brands for major
Canadian department stores. For information regarding Camco's
products and services, please visit the Company website at
http://www.geappliances.ca/


CANDESCENT: Hires McKenna Long as Government Contracts Counsel
--------------------------------------------------------------
Candescent Technologies Corporation and Candescent Technologies
International, Ltd., express their interest to hire McKenna Long
Aldridge LLP as their special government contracts counsel.

The Debtors tell the U.S. Bankruptcy Court for the Northern
District of California, San Jose Division, that they have certain
governmental contracts related to intellectual property requiring
McKenna Long's special expertise and experience.

McKenna Long has represented the Debtors for about nine years and
is familiar with both the Debtors' governmental contracts and the
Debtors' relationship with the relevant government entities.
Given McKenna Long's expertise and experience in governmental
contracts and dealing with government entities, the Debtors
believe that the firm's retention is in the best interest of the
estates.

The Debtors submit that McKenna Long will provide advice, counsel
and opinion in all matters relating to their governmental
contracts including, without limitation, the Debtors' interests in
any subject inventions and patents related to the governmental
contracts.  The Debtors assure the Court they will monitor and
manage the distribution of work among their professionals to avoid
any unnecessary duplication of effort.

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

         Professional                   Billing Rate
         ------------                   ------------
         E. Sanderson Hoe, Esq.         $500 per hour
         Matthew T. Bailey, Esq.        $455 per hour

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


CATHOLIC CHURCH: Wants to Honor Prepetition Employee Obligations
----------------------------------------------------------------
Pursuant to Sections 105(a), 507(a)(3) and (a)(4) of the
Bankruptcy Code, the Archdiocese of Portland in Oregon seeks the
Court's authority to:

   (a) pay or otherwise honor various employee-related
       prepetition payment obligations, including, without
       limitation, wages, salaries, vacation, holiday, sick
       leave, and reimbursement of employee out-of-pocket
       business expenses;

   (b) continue postpetition and to pay amounts coming due,
       including any accrued prepetition amounts, under the
       employee benefit plans and programs in effect immediately
       before the Petition Date;

   (c) continue payment of any and all local, state, and federal
       withholding and payroll-related taxes relating to
       prepetition periods for its employees; and

   (d) direct all banks to honor its payroll and expense checks
       for payment of its prepetition obligations.

The Debtor's workforce consists of 112 employees.  Ninety are
employed on a full-time basis and 22 on a part-time basis.  Of
these employees, 33 are union employees.

Employees are paid at the end of each month, but may elect to
receive a mid-month advance on the 15th.  As of the Petition
Date, the Debtor estimates that the accrued and unpaid payroll
for prepetition services of employees is $40,000 for union
employees, and $60,000 for non-union employees for an estimated
total of $100,000.

The Debtor operates on a fiscal year ending June 30.  For year
2002 to 2003, revenues for the Debtor's combined operations
totaled $9,942,922, while revenues for 2003 to 2004 totaled
$15,742,901.

The Debtor's ability to preserve its existing ministries and
reorganize is dependent on the continued service of its
workforce.  Employees work in numerous ministries and other
operations of the Debtor, including managerial and clerical,
religious and pastoral services, including, but not limited to,
office of youth ministries, religious education, Archdiocesan
Resource Center, cemeteries, archives, Catholic Campaign for
Human Development, deaf ministry, child protection and
assistance, continuing education for clergy, marriage, family
life, and aging, the Office for People with Disabilities and
multiple other ministries and disciplines.

The experience and knowledge of these employees is critical to
the Debtor's ongoing ministries.  If the Debtor fails to pay the
prepetition obligations and continue employee benefits, its
employees will suffer significant hardship, and may be unable to
meet their personal living expenses.  This would have a negative
impact on employee morale and would likely result in unmanageable
turnover and loss.  The Debtor must demonstrate its ability to
continue paying its employees and providing those benefits that
have been promised to them as a condition of their employment
with the Debtor.

For this reason, the Debtor seeks Judge Perris' permission to
continue the regular payment of wages, salaries, and employment-
related benefits and expenses as they come due in the ordinary
course, including those Payroll Expenses that were incurred
prepetition but which come due for payment postpetition.
Specifically, the Debtor seeks the Court's authority to pay
$382,000 for its payroll that will come due on July 31, 2004,
which includes $35,600 in mid-month advances that were due on
July 15, 2004.  A portion of the sums relates to prepetition
services provided by its employees.

Thomas W. Stilley, Esq., at Sussman Shank, LLP, in Portland,
Oregon, reports that the Debtor's books and records indicate that
no individual's prepetition wages and benefits exceed the Section
507(a)(3) and (4) statutory limit of $4,650, to any one employee.

The Debtor maintains these employee benefit plans and incurs
estimated monthly contributions and expenses as:

      Medical and Prescription Insurance   $75,000
      Dental/Vision Insurance                2,000
      Life Insurance                         1,500
      Family EAP                               300
      Long Term Disability                   1,200
      Short Term Disability                    250
      Long Term Care                           100
      Health Care Spending                     800
      401(k) Plan (Union)                    3,000
      403(B) Plan (Non-union)               15,000
      Administrative Fees
       to third party administrator          2,400
      Garnishment Orders                     1,450
      Pension (Union and Cemetery
       Employees)                            5,200

Of these sums, $6,900 has accrued as unpaid employee benefits
through the Petition Date.  In addition, the Debtor reimburses
employees in the ordinary course for necessary business and
travel expenses.  The outstanding amounts of these expenses are
unknown at this time.

The Debtor seeks the Court's authority to continue to provide the
programs which were in existence before the Petition Date, and to
pay all amounts due as the amounts come due in the ordinary
course, including amounts accrued on account of prepetition
employee service.  Furthermore, the Debtor seeks Judge Perris'
permission to pay:

   -- monthly payments due to the Oregon insurance program used
      to provide workers' compensation and other insurance.  The
      annual premium for the Oregon State Continuation Fund is
      due in September.  The next quarterly payment is due on
      July 15, 2004 for $5,000.  The self-insurance program is
      administered by the Debtor for the benefit of itself and
      other insured entities in the ordinary course of the
      Debtor's operations and is comprised of funds paid by the
      Debtor and other entities insured by the program for their
      proportionate part of the premiums;

   -- quarterly all amounts due to the State of Oregon
      Unemployment Insurance Fund.  The next due date for a
      quarterly payment is at the end of July 2004 in the
      estimated amount of $20,000 to $25,000; and

   -- any and all local, state, and federal withholding and
      payroll-related taxes relating to prepetition periods and
      postpetition periods relating to the Debtor's employees.
      The Debtor is current on all taxes due through the Petition
      Date.

Any delay in the payment of the employees' wages and other
benefits will be extremely detrimental to the Debtor's
relationship with its employees and its ability to maintain a
stable workforce, Mr. Stilley says.  The Debtor faces the
possibility that its ministries could be significantly impaired
if its employees do not work or choose to look for alternative
employment.  At this early stage in the case, the Debtor cannot
risk any disruption in its ministries caused by its inability to
maintain a stable work force.

                      Paul DuFresne Objects

Paul DuFresne, a creditor in the Debtor's Chapter 11 case, argues
that the Debtor's assertion that its ability to preserve its
existing ministries and successfully reorganize is dependent on
the continued service of its workforce is incorrect because:

   (a) it ignores the very real possibility that staffing may be
       eliminated during the reorganization; and

   (b) it discounts the positive impact that personnel changes
       could have on the operation of the Archdiocese.

Mr. DuFresne points out that the Debtor's upper management, which
made the decisions that resulted in the Debtor being the only
Archdiocese in the history of the United States to file for
bankruptcy, might benefit from talents and skills of different
clergy, professionals and managers.

Mr. DuFresne relates that the Debtor's statement that it must
demonstrate its ability to continue paying its employees and
providing promised benefits, assumes that pay levels are
appropriate, and that the same level of service cannot be
obtained from outside contractors at a lower price.  However, the
Debtor has not provided even the slightest assurance that these
assumptions are true.  In fact, Mr. DuFresne believes that it is
appropriate that the top decision makers in the Archdiocese
should take a moderate pay cut, like 25%, for the duration the
reorganization process to demonstrate their sincerity in sharing
the burden of the bankruptcy with the creditors, and work as an
incentive to the speedy resolution of the bankruptcy proceedings.

Due to the Debtor's voluntary petition for Chapter 11 bankruptcy
protection, Mr. DuFresne says, there is also a credible
possibility that the Debtor's management and oversight of
expenses and travel is wasteful or inadequate.  The burden of
proof should be on the Debtor to show that expenses and travel
are necessary for the continued financial success or financial
recovery of the Debtor.

In the alternative, Mr. DuFresne proposes these terms for salary,
wage, business and travel expenses:

   (1) All payroll expenses incurred prepetition should be
       authorized for payment from the new bank accounts set up
       by the Debtor after filing for Chapter 11 Petition.

       Payroll Expenses consist of:

       * wages, salaries;

       * federal, state, and local payroll taxes;

       * unemployment insurance;

       * medical and dental insurance; and

       * employee benefit plans.

   (2) All Payroll Expenses incurred through July 31, 2004 should
       be paid after they became due from the new bank accounts
       set up by the Debtor after filing for Chapter 11
       bankruptcy.

   (3) The Court should be immediately order a hiring freeze so
       that the Debtor cannot hire new staff without explicit
       Court authorization.

   (4) No additional Payroll Expenses are to be authorized or
       paid until the Debtor provides these information on each
       of the Debtor's Employees to the Court, and to any
       creditors who desire it:

       * Job title and job description,

       * Length of service and date hired,

       * Whether full-time, part-time, or member of clergy,

       * Compensation, which should include:

         -- the amount;

         -- how the employee is paid, whether hourly, salary,
            piecework;

         -- all benefits like pension contributions, health
            insurance contributions, etc.; and

         -- non-monetary compensation like housing, meals, and
            transportation, and

       * Pay history, which must be provided by the W-2 forms for
         the last 3 years.

       Only after this information is reviewed by the Court and
       by creditors, and a meeting is held between interested
       parties to devise a short and long term staffing plan,
       will additional payroll expenses be authorized or paid.

   (5) No business or travel expenses, either prepetition or
       postpetition, are to be paid until the Debtor provides
       full history of expenditures from all accounts for the
       past year.  The Debtor may indicate which of these
       expenditures are for normal business expenses and travel,
       but records of all expenditures must be provided so that
       expenditures which may be hidden or mislabeled can be
       found.

   (6} All business travel by Archdiocesan employees, whether
       already paid for or not, is banned.  Reasonable efforts
       will be made by the Debtor to recover costs for travel
       already paid for but not yet taken.  However, the
       inability to collect all, some, or any of already paid
       travel expenses will not be an excuse for further business
       or travel expenses to be incurred during travel.  All
       travel will be canceled.

   (7) Once the Debtor has provided the needed records, the Court
       may approve business and travel expenses only on a case by
       case basis.  Guidelines may be developed by the Court, the
       Debtor and interested creditors in the context of an
       overall reorganization plan which may relieve the Court of
       the burden of approving each individual expense, but until
       the guidelines are developed, the Court should approve
       each expense individually.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas
W. Stilley, Esq. and William N. Stiles, Esq. of Sussman Shank LLP
represent the debtor in its restructuring efforts. When the debtor
filed for chapter 11 protection, it listed estimated assets of
$10,000,000 to $50,000,000 and estimated debts of $25,000,000 to
$50,000,000. (Catholic Church Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CMQ RESOURCES: Provides Update on Exploration Activities
--------------------------------------------------------
CMQ Resources Inc. (CMQ:TSX-VEN) commenced drilling its current
6-hole drill program on April 26, 2004, and has to date completed
the first 4 holes for a total of 7,812 feet of drilling. A total
of 640 feet of rock has been cored, drill samples have been
prepared, and all samples have been submitted to ALS Chemex for
analysis.  CMQ expects to complete the final two holes of the
initial program within the next 6 weeks and to announce the
results of the program following completion of assays and initial
analysis on or about September 30, 2004.  CMQ has used mud rotary
methods through the gravels and the holes were completed with HQ
size core.

Geochemistry is continuing with 8 line miles of soil gas surveys
completed at Montezuma and 17.5 line miles at Vasquir.  A total of
479 soil samples have been taken and submitted for third party
analysis.

Geophysical activities have included an ultra-high definition
magnetic survey carried out at a 150-foot x 150-foot grid over 6
square miles flown in an ultralight aircraft.  In addition,
interpretations have been completed over approximately 100 square
miles over the Vasquir project.

AMT surveys totaling 25 line miles have been carried out on the
Montezuma and Vasquir property.  An airborne 3D Full Tensor
gravity gradiometry survey has been commissioned to cover both
project areas and is expected to commence in the first half of
August 2004.

John Hogg, Vice-President Exploration, Montezuma Mines Inc., is
the qualified person, as defined by National Instrument 43-101,
who will supervise the exploration efforts on the Company's Nevada
projects.

CMQ is a mineral exploration company actively pursuing two
significant exploration stage gold projects in the Crescent
Valley, Nevada.

At March 31, 2004, the company's stockholders' deficit increased
to $658,971 from a $430,034 deficit at December 31, 2003.


COEUR D'ALENE: Wheaton Tells Shareholders Not to Tender Shares Yet
------------------------------------------------------------------
On June 23, 2004, Coeur d'Alene Mines Corporation would be making
a tender offer to acquire all outstanding shares of Wheaton River
Minerals Ltd. (TSX:WRM) (AMEX:WHT). On July 13, 2004, Coeur issued
a press release announcing that it had mailed its tender offer
documents to Wheaton shareholders. The press release failed to
disclose that Coeur's tender offer was not made to Wheaton's
Canadian shareholders. On July 14, 2004, at the request of the
British Columbia Securities Commission, Coeur issued a press
release correcting that announcement by announcing that the tender
offer had only been made to Wheaton shareholders in the United
States and that Coeur would be making an offer to Wheaton's
Canadian shareholders "shortly". Thirty-two days have passed since
Coeur announced that it would be making a tender offer to all
Wheaton shareholders and thirteen days have passed since the
commencement of Coeur's tender offer in the United States only and
no offer has yet been made by Coeur to Wheaton's Canadian
shareholders. By making the offer only to Wheaton shareholders in
the United States, Coeur has created confusion among the Wheaton
shareholders and the investing public.

Wheaton's Board of Directors, based on the recommendation of its
Special Committee, have concluded that they are unable to make a
recommendation at this time to shareholders to accept or reject
the tender offer made by Coeur to Wheaton's United States
shareholders. Wheaton's board also recommends that shareholders do
not tender their shares to Coeur's U.S. offer or take any other
action until they have received a further recommendation from the
wheaton board.

In connection with its response to Coeur's offer to Wheaton's
United States shareholders, Wheaton has filed a Schedule 14D-9
with the U.S. Securities and Exchange Commission.

The principal reasons for not making a recommendation at this time
were:

   -- The Coeur offer has not been made to all Wheaton
      shareholders and therefore it is not appropriate to make a
      recommendation to only some of the Wheaton shareholders.

   -- Coeur has stated that it will be making an offer to
      Wheaton's Canadian shareholders "shortly".

   -- If, and when, an offer is made by Coeur to Wheaton
      shareholders in Canada such offer may provide additional
      material information relevant to the Special Committee's
      recommendations. The Special Committee and the Board of
      Directors will then make a recommendation to all Wheaton
      shareholders after all information regarding the Coeur offer
      is available.

   -- The offer by Couer is subject to conditions that cannot be
      satisfied unless an offer is made to Wheaton's Canadian
      shareholders.

Wheaton has requested Coeur to confirm that Coeur will not take up
and pay for Wheaton shares under its U.S. tender offer unless, and
until, it provides Wheaton shareholders resident in Canada with
the same opportunity on the exact same terms and conditions. To
date, Wheaton has not received this confirmation.

Ian Telfer, Chairman and CEO of Wheaton, stated, "Due to the
highly unusual manner in which Coeur has chosen to proceed with
its bid, the Special Committee and the Board felt that they had no
option but to respond in this manner. Under U.S. law, we were
required to make this filing. Wheaton feels strongly that we
should communicate our view of Coeur's offer to all of our
shareholders at the same time and only after all of the
information is available. While Coeur has been saying that they
intend to make a take-over bid for Wheaton's shares for over a
month now, they have not yet made a bid to Wheaton's Canadian
shareholders."

Once Coeur's offer is made to all shareholders of Wheaton in
Canada, Wheaton's Board of Directors and Special Committee will
carefully review Coeur's offer and provide its response within the
time period prescribed by law.

                    About Coeur d'Alene

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer
of gold.  The Company has mining interests in Nevada, Idaho,
Alaska, Argentina, Chile and Bolivia.

                        *   *   *

As reported in the Troubled Company Reporter's June 3, 2004
edition, Standard & Poor's Ratings Services placed its B-
corporate credit and senior unsecured debt ratings on Coeur
D'Alene Mines Corp. on CreditWatch with positive implications
following the company's announcement that it intends to acquire
precious metals mining company Wheaton River Minerals Ltd. in a
stock and cash transaction valued at approximately
$1.8 billion.

"The CreditWatch action reflects what is likely to be a
meaningful improvement in Coeur's business and financial profile
upon the successful acquisition of lower-cost producer Wheaton,"
said Standard & Poor's credit analyst Paul Vastola. Standard &
Poor's expects that its ratings on Coeur would likely be raised
several notches. Standard & Poor's will continue to monitor the
transaction for any potential revisions to the deal. The deal
remains subject to several conditions and is expected to close
by Sept. 30, 2004.


COGENTRIX: S&P Puts B+ Sr. Unsecured Bond Rating on Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on
Cogentrix Energy Inc.'s (BB-/Stable/--) $354 million senior
unsecured bonds due 2008 on CreditWatch with positive
implications, following Goldman Sachs' announcement that it will
guarantee this debt issue pending consent from bondholders. Upon
receiving the consent, which is expected by the end of July,
Standard & Poor's will upgrade this debt issue from the current
'B+' rating to Goldman Sachs' senior unsecured rating of 'A+'.

All of Cogentrix's other ratings, which include an issuer rating
of 'BB-' and a senior secured bank loan rating of 'BB+', will
remain the same. The rationale reflects the fact that Cogentrix
will remain the primary obligor to the debt issue to be guaranteed
by Goldman Sachs.  Moreover, Goldman Sachs has not made any
indication that it has any intention to become the primary obligor
to this or other debts issued by Cogentrix.


CONGOLEUM: Plan Confirmation Hearing Date Reset to October 5, 2004
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
Congoleum Corporation's (AMEX:CGM) request to reschedule its
confirmation hearing from September 9, 2004 to October 5, 2004.

Roger S. Marcus, Chairman of the Board, commented, "As we prepare
for the confirmation hearing, there is some concern about certain
aspects of the reorganization plan. As a consequence, there have
been opportunities identified to improve upon the plan. We asked
the court for a little additional time in order to respond to
these concerns prior to the hearing and we appreciate the court's
granting of our request. We believe this slight delay in what has
been a very long process is more than worthwhile, as it should
serve to both increase the likelihood of confirmation and reduce
the risk of delays to our plan taking effect."

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoluem.com-- manufactures and sells resilient sheet
and tile floor covering products with a wide variety of product
features, designs and colors. The Company filed for chapter 11
protection on December 31, 2003 (Bankr. N.J. Case No. 03-51524).
Domenic Pacitti, Esq., at Saul Ewing, LLP represent the Debtors in
their restructuring efforts. When the Company filed for protection
from its creditors, it listed $187,126,000 in total assets and
$205,940,000 in total debts.


CORECARE BEHAVIORAL: Emerges From Bankruptcy Protection
-------------------------------------------------------
CoreCare Behavioral Health, Inc. d/b/a Kirkbride Center, a major
subsidiary of CoreCare Systems, Inc., and its affiliate CoreCare
Realty Corporation emerged from bankruptcy protection on Saturday.
Both Companies had previously filed for voluntary chapter 11 in
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
on May 6, 2002 due to an expiring Forbearance Agreement with its
mortgage holder and its inability to refinance its outstanding
debt.

Its Plan of Reorganization became effective June 24, 2004, and on
July 8, 2004 the real estate ownership and associated mortgage
were transferred to a new wholly owned subsidiary of the
corporation, Kirkbride Realty Corporation. Also transferred to
Kirkbride Realty Corporation were leases with third-party tenants
totaling $1,700,000 of annual rents. CoreCare Behavioral Health
Management, Inc. will retain its behavioral healthcare licenses
and operations and will become a tenant of Kirkbride Realty
Corporation. Kirkbride Realty Corporation and other affiliate
companies will also serve as guarantors on certain debts of
CoreCare Behavioral Health Management, Inc.

At the Effective Time of the Plan, the Company had $2,250,000 on
hand from financing and State Tobacco Funds awards. These funds
will cover its initial plan requirements thereby reducing
liabilities to the IRS, other taxing authorities and
administrative costs associated with the Bankruptcy. During its
Bankruptcy period the Company was able to extinguish liabilities
to GE Credit, Medicare and other payers.

The remaining liabilities have been restructured allowing the
Company three years to refinance its first mortgage, and five to
ten years to resolve its remaining tax debt and unsecured
creditors. The amounts of the repayment obligations are described
in the Current Report on Form 8-K the Company is filing
contemporaneously with this announcement.

The Company's equity structure did not change as a result of the
Reorganization Plan as no new shares were issued, and it retained
100% ownership of its subsidiaries including Kirkbride Realty
Corporation.

Since Bankruptcy filing the Company has made steady progress to
improve its financial stability:

    * Third-party tenant revenue increased

    * A new subsidiary, CoreCare Food Service, Inc., was created
      to manage food service contracts with several of the third-
      party tenants, thereby adding new revenue.

    * Quantum Clinical Services Group was re-engineered,
      increasing its revenue base

    * The Hospital reopened 24 acute inpatient psychiatry beds to
      better serve new payer contracts; this general psychiatry
      program will allow the Hospital to increase its Medicare
      payer mix.  The Hospital expects to benefit from the recent
      changes in Medicare reimbursement.

Additionally on July 15, 2004 the Company's Board of Directors
changed the Company's fiscal year end from December 31 to June 30.
The Company's transition period will be January 1, 2004 to June
30, 2004. A 10-K for this period will be filed once audited
financial statements are available. The new fiscal year will be
July 1, 2004 through June 30, 2005. This decision was made to
recognize the asset restructuring occurring at this time as well
as to synchronize the Company's fiscal year with Medical
Assistance Cost Report requirements.

The Company's Reorganization Plan and Disclosure Plan have been
included with its 8-K filing with the Securities and Exchange
Commission. The Company's Bankruptcy Counsel is Janssen Keenan &
Ciardi P.C.

The Company intends to work towards filing its required SEC
reports, and to that end has re-engaged its former SEC counsel and
transfer agent. The Company's corporate office is located at The
Blackwell Human Services Campus, 111 North 49th Street,
Philadelphia, Pennsylvania 19139.

CoreCare Systems, Inc. (Pink Sheets: CRCS) the parent company of
CoreCare Behavioral Health Management, Inc., CoreCare Realty
Corporation and Kirkbride Realty Corporation was NOT included in
the Chapter 11 filing. Westmeade Healthcare, Inc., Quantum
Clinical Services Group and CoreCare Food Services, Inc., wholly
owned subsidiaries of the parent Company were NOT involved in the
Chapter 11 proceedings. CoreCare Systems provides a comprehensive
range of behavioral health services through its two subsidiaries
CoreCare Behavioral Health Management, Inc. and Westmeade
Healthcare, Inc.; clinical drug testing for central nervous
systems drugs through its subsidiary Quantum Clinical Services
Group, food services for its tenants through CoreCare Food
Services, Inc. and tenant leasing and real estate development
through Kirkbride Realty Corporation.

CoreCare Behavioral Health Management, Inc. is licensed as a 74-
bed psychiatric hospital and a 148-bed Drug & Alcohol
Rehabilitation program as well as several intensive outpatient
programs.


COVANTA ENERGY: Files Second Post-Confirmation Report
-----------------------------------------------------
The Reorganized Covanta Energy Corporation Debtors filed their
second post-confirmation status report with the Court on July 14,
2004.  The Reorganized Debtors disclose taking these steps to
consummate the Second Reorganization Plan:

   -- The Reorganized Debtors have assumed or rejected their
      executory contracts and unexpired leases, and continued
      the process of paying the cure amounts with respect to
      those executory contracts and unexpired leases that they
      have assumed.  The Reorganized Debtors continue to resolve
      disputes concerning the Cure Amounts;

   -- The Reorganized Debtors continue to engage in the claims
      reconciliation process with respect to disputed claims
      against the Reorganized Debtors and the Remaining Debtors.
      Since the First Status Report, the Reorganized Debtors have
      filed eighteen omnibus objections to claims;

   -- Distributions have been made or are in the process of being
      made in accordance with the Second Reorganization Plan on
      account of all currently allowed Claims in Class 1,
      Class 3A, Class 3C, Class 4, Class 7 and Class 8.  The
      Reorganized Debtors continue to make substantial progress
      toward making distributions to holders of Allowed Claims
      in Classes 4 and 8, and the first quarterly distribution
      for both has been completed.  The Reorganized Debtors will
      not make distributions to individual holders of Claims in
      Class 6 until all the Claims are actually allowed or
      Disallowed; and

   -- Covanta Tampa Bay, Inc., and Covanta Tampa Construction,
      Inc., filed their Joint Plan of Reorganization on April 2,
      2004 and the related Disclosure Statement on April 13,
      2004.  The Disclosure Statement was approved on May 19,
      2004, and the Plan and Disclosure Statement were sent to
      the Covanta Tampa Debtors' creditors for solicitation on or
      before May 24, 2004.  [The Covanta Tampa Plan was confirmed
      on July 16, 2004.]

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
61; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA FUNDING: Fitch Junks 4 Class Ratings over High Delinquencies
------------------------------------------------------------------
Fitch Ratings has taken rating action on these Delta Funding
Corporation issues:

   Series 1997-2

      -- Classes A-5, A-6, A-7 affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 rated 'A+,' is placed on Rating Watch Negative;
      -- Class B-3 downgraded to 'CCC' from 'B'.

   Series 1997-3 Group F

      -- Class M-1F affirmed at 'AAA';
      -- Class M-2F affirmed at 'A+'.

   Series 1997-3 Group A

      -- Class B-1A downgraded to 'CCC' from 'B-'.

   Series 1997-4 Group F

      -- Class M-1F affirmed at 'AA';
      -- Class M-2F affirmed at 'A';
      -- Class B-1F affirmed at 'BBB'.

   Series 1997-4 Group A

      -- Class B-1A affirmed at 'BBB'.

   Series 1998-1 Group F

      -- Classes A-5F, A-6F affirmed at 'AAA';

      -- Class M-1F affirmed at 'AA+';

      -- Class M-2F affirmed at 'A+';

      -- Class B-1F affirmed at 'BBB'.

   Series 1998-1 Group A

      -- Class B-1A rated 'B-,' is placed on Rating Watch
         Negative.

   Series 1998-2 Group F

      -- Classes A-5F, A-6F affirmed at 'AAA';
      -- Class M-1F affirmed at 'AA';
      -- Class M-2F affirmed at 'A';
      -- Class B-1F affirmed at 'BBB'.

   Series 1998-2 Group A

      -- Class M-2A affirmed at 'A'.

   Series 1999-2

      -- Classes A-6F, A-7F, A-1A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class B downgraded to 'B' from 'BBB-'.

   Series 1999-3

      -- Classes A-1F, A-2F, A-1A affirmed at 'AAA'.
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class B downgraded to 'B' from 'BBB-'.

   Series 2000-1

      -- Classes A-5F, A-6F, A-1A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA;'
      -- Class M-2 affirmed at 'A';
      -- Class B downgraded to 'BB-' from 'BBB-'.

   Series 2000-2

      -- Classes A-5F, A-6F, A-1A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class B downgraded to 'C' from 'B-'.

   Series 2000-3

      -- Classes A-5F, A-6F and A-1A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class B downgraded to 'BB-' from 'BBB'.

   Series 2000-4

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 downgraded to 'BB' from 'A';
      -- Class B downgraded to 'C' from 'CC'.

   Series 2001-1

      -- Classes A-1, A-2 affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class B affirmed at 'BBB'.

   Series 2001-2

      -- Classes A-1F, A-1A, affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class B affirmed at 'BBB'

The negative rating actions are a result of high delinquencies and
credit enhancement deterioration.

The affirmations reflect credit enhancement consistent with future
loss expectations.

In addition, the affirmations on the senior certificates in series
2000-1, 2000-2, 2000-3, 2000-4, 2001-1, and 2001-2 reflect a
certificate insurance policy provided by Financial Security
Assurance Inc., whose insurer financial strength is rated 'AAA' by
Fitch Ratings.  The affirmation on the senior class of series
1999-3 reflects the bond insurance policy provided by MBIA
Insurance Corporation, whose insurer financial strength is rated
'AAA' by Fitch Ratings.

Fitch will continue to closely monitor these deals.


DII/KBR: Wants Court to Approve C & C Marine Sale Agreement
-----------------------------------------------------------
Kellogg Brown & Root, Inc., asks the Court to approve the terms
of a Purchase and Sale Agreement with C & C Marine Holdings,
L.L.C., and to authorize the consummation of the transactions
contemplated in the Agreement.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, in
Pittsburgh, Pennsylvania, relates that KBR has agreed to sell,
and C & C has agreed to purchase, an approximately 7-acre lot of
unimproved real property located in Belle Chasse, Louisiana.

According to Mr. Zanic, the Property has not been used by KBR for
any business purpose for the past five years, and is not
anticipated to have any strategic value to KBR's business
operations in the foreseeable future.  Prior to the execution of
the Sale Agreement, the Property had been leased to Packard Pipe
Terminals, Inc.  That lease was terminated prior to the Petition
Date, and KBR has no interest in continuing to serve as a
landlord with respect to the Property.

Prior to its bankruptcy petition date and following an appraisal
of the Property, which estimated its value to be $425,000, KBR
retained a local real estate agent affiliated with RE/MAX
Commercial Brokers, Inc., to market the Property.  RE/MAX
proceeded to market the property by, among other things, posting a
"For Sale" billboard on the Property, sending out marketing
brochures to other local real estate brokers, placing
advertisements in a local business newspaper, and listing the
Property on both local and national real estate Web sites.  As a
result of these marketing efforts, KBR received and ultimately
accepted an offer to purchase the property from C & C for
$450,000.

Under the terms of the Sale Agreement, KBR has agreed to warrant
its good title to the Property, and to provide limited
indemnification rights to C & C for a period of one year for any
losses arising directly out of environmental conditions existing
on the Property at or prior to the time of closing.  Apart from
these limited buyer protections, C & C has agreed that the sale
will be on an "as is, where is" basis, and has waived the benefit
of any representations of warranties regarding the
merchantability, suitability or fitness of the property for any
of C & C's intended uses.

Following execution of the Sale Agreement in late November 2003,
C & C completed its due diligence review of the Property.  All
other necessary consents and approvals have been obtained and
both parties are prepared to close the sale immediately.

Mr. Zanic points out that it makes good business sense for KBR to
liquidate the Property and put the resulting proceeds to work
financing its core business activities.  Moreover, the price set
forth in the Sale Agreement:

   -- is higher than the appraised value of the Property,

   -- was obtained after customary marketing efforts, and

   -- represents a fair and reasonable price for the Property.

In addition, the Sale Agreement was negotiated at arm's length by
two sophisticated business entities acting with the assistance of
counsel, and there is no evidence to suggest that C & C is
proceeding in anything other than the utmost good faith.  Thus,
KBR insists that C & C should be accorded the protections
available to a good faith purchaser under Section 363(m) of the
Bankruptcy Code.

Because there is no just reason to delay a closing with respect
to the Property and because the parties to the Sale Agreement are
eager to consummate it at the earliest possible opportunity, KBR
also asks the Court for a waiver of the ten-day stay imposed by
Rule 6004(g) of the Federal Rules of Bankruptcy Procedures.

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


DSL.NET: Recapitalization Eliminates Preferred Dividend Payments
----------------------------------------------------------------
DSL.net, Inc. (NASDAQ: DSLNC), a leading nationwide provider of
broadband communications services to businesses, has completed a
recapitalization with VantagePoint Venture Partners with respect
to VantagePoint's preferred stock interest in the Company.

In the recapitalization, VantagePoint agreed to convert all of
DSL.net's outstanding Series X preferred stock into nearly
89.5 million shares of DSL.net common stock, which includes shares
of common stock issued in lieu of accrued Series X preferred stock
dividends. This conversion eliminates the Company's July 2006
mandatory cash redemption obligation, the annual 12% dividend
requirement and all special voting and Board of Directors
appointment rights associated with the Series X preferred stock.

The recapitalization also involves the issuance by the Company to
VantagePoint of $15.68 million of DSL.net Series Z preferred
stock. These shares do not contain any conversion, mandatory
redemption, special dividend or special voting rights. The shares
of Series Z preferred stock were issued to allow VantagePoint to
retain a liquidation preference in the event of the sale of
DSL.net or substantially all of its assets. In certain
circumstances, the liquidation preference will be reduced or
eliminated to the extent VantagePoint sells or distributes a
certain number of shares of DSL.net common stock. The Series Z
preferred stock will expire on the earlier of July 18, 2008, or
when the Company's common stock has traded at $1.50 per share for
a designated period of time.

"This is a significant financial milestone for DSL.net because it
improves our capital structure through the elimination of
substantial cash-redemption and future dividend requirements,
while also eliminating special voting and certain Board
appointment rights. In addition, this transaction improves our
balance sheet by removing mandatorily redeemable obligations and
increasing shareholders' equity, or net worth, by an equal
amount," said Kirby G. "Buddy" Pickle, chief executive officer of
DSL.net. "With the cooperation of VantagePoint and the support of
our Board of Directors, we have attained one of our major
strategic goals of improving the Company's capital structure."

                        About DSL.net

DSL.net, Inc. is a leading nationwide provider of broadband
communications services to businesses. The Company combines its
own facilities, nationwide network infrastructure and Internet
Service Provider (ISP) capabilities to provide high-speed Internet
access, private network solutions and value-added services
directly to small- and medium-sized businesses or larger
enterprises looking to connect multiple locations. DSL.net product
offerings include T-1, DS-3 and business-class DSL services,
virtual private networks (VPNs), frame relay, Web hosting, DNS
management, enhanced e-mail, online data backup and recovery
services, firewalls and nationwide dial-up services, as well as
integrated voice and data offerings in select markets. For more
information, visit http://www.dsl.net/

                           *   *   *

As reported in the Troubled Company Reporter's April 22, 2004
edition, DSL.net, Inc. (NASDAQ: DSLN), a leading nationwide
provider of broadband communications services to businesses,
disclosed that in compliance with Nasdaq Marketplace Rule 4350
(b)(1)(B), that the independent audit report filed with the
Company's Annual Report on Form 10-K for the year ended Dec. 31,
2003, included a qualification for a going concern. The disclosure
in this press release is required under the above Nasdaq rule and
does not represent any change to the Company's recently filed
Annual Report on Form 10-K.


EARTHSHELL CORP: Stockholders Approve Proposals at July 26 Meeting
------------------------------------------------------------------
EarthShell(R) Corporation's (OTCBB:ERTH) stockholders approved
both of the proposals presented at the Company's reconvened annual
meeting.  The meeting, originally convened on June 28, 2004, was
adjourned to July 26, 2004 because a quorum was not present at
that time.  At Monday's reconvened meeting, stockholders elected
the seven directors currently serving on the Company's board of
directors to continue serving until the 2005 annual meeting of
stockholders. They also approved an amendment to the Company's
Certificate of Incorporation to increase the number of authorized
shares of common stock from 25,000,000 to 40,000,000 and to
increase the total number of shares of all classes of stock the
Company is authorized to issue. These shares will be available for
issuance from time to time in the future for transactions that the
Board of Directors considers to be in the best interests of the
Company.

                     About the Company

EarthShell Corporation is a development stage company engaged in
the licensing and commercialization of proprietary composite
material technology for the manufacturing of foodservice
disposable packaging, including cups, plates, bowls, hinged-lid
containers, and sandwich wraps. In addition to certain
environmental characteristics, EarthShell Packaging is designed to
be cost performance competitive compared to other foodservice
packing materials.

At March 31, 2004, Earthshell Corporation's balance sheet shows a
stockholders' deficit of $14,306,794 compared to a deficit of
$12,268,775 at December 31, 2003.


ENERGY CORP: Enters into Restated Credit Agreement with Foothill
----------------------------------------------------------------
As previously reported, on July 10, 2002, Energy Corporation of
America entered into a $50 million revolving Credit Agreement with
Foothill Capital Corporation, now Wells Fargo Foothill, Inc.
ECA and Foothill have entered into an Amended and Restated Credit
Agreement dated June 10, 2004.  Foothill will also serve as
Arranger and Administrative Agent for any future lenders that
become a party to the Agreement.  The Restated Credit Agreement
provides  for a $50 million revolving loan and a $50 million term
loan.  Depending on its level of borrowing under the Restated
Credit Agreement, the applicable interest rates for base rate
loans are based on Wells Fargo's prime rate plus 0.250% to 0.75%.
ECA has the ability under the Restated Credit Agreement to
designate certain loans as Libor Rate Loans at interest rates
based upon the rate at which dollar deposits are offered to major
banks in the London interbank market plus 2.25% to 2.75%.  The
Restated Credit Agreement expires on July 10, 2008.  ECA is
currently working with Foothill and others to fulfill the
conditions to funding as set forth in the Restated Credit
Agreement including execution and recordation of the necessary
security documents.

The obligations under the Restated Credit Agreement are secured by
a portion of the assets of Eastern American Energy Corporation and
Allegheny & Western Energy Corporation, each of which is a
subsidiary of ECA.  The Restated Credit Agreement, among other
things, restricts the ability of ECA and its subsidiaries to incur
new debt, grant additional security interests in its collateral,
engage in certain merger or reorganization activities, or dispose
of certain  assets.  Upon the occurrence of an event of default,
the lenders may terminate the Restated Credit Agreement and
declare all obligations thereunder immediately due and payable.

                      *   *   *

As reported in the Troubled Company Reporter's May 10, 2004
edition, Standard & Poor's Ratings Services withdrew its ratings
on independent oil and gas exploration and production company
Energy Corp. of America. In addition, the ratings on the company's
senior subordinated notes due 2007 were also withdrawn. Standard &
Poor's most recent corporate credit and subordinate ratings were
'CC' and 'C', respectively, reflecting the ratings downgrade on
Jan. 28, 2004. The ratings before withdrawal reflected the
company's announcement that it was in default under the indenture
for its senior subordinated notes as an indirect adverse legal
judgment.


ENRON CORP: Oregon Attorney General Asks FERC to Protect Taxpayers
------------------------------------------------------------------
Attorney General Hardy Myers sent a letter to the Federal Energy
Regulatory Commission (FERC) Chairman, Patrick Henry Wood III,
urging the Commission to take prompt action to protect the rights
of ratepayers who have been severely impacted by the fraudulent
activities of Enron Corporation.  Washington Attorney General
Christine Gregoire sent a similar letter.  Both letters also
reiterate the states' requests that FERC provide state
investigators with any and all documents related to efforts by the
now-bankrupt company to manipulate the west coast energy market.

The letter requests FERC take immediate enforcement action on
behalf of Oregon ratepayers and other west coast energy customers
to hold Enron accountable.

"There can be no doubt that Enron, through fraud and deceit, sent
the west coast energy market into an unnecessary and destructive
tailspin," said Myers.  "The fact that FERC has not already taken
adequate steps to hold this company accountable is inexcusable."

The letter follows two recent developments related to Enron's
conduct in the energy marketplace.  Recent disclosures of tapes
and transcripts of phone conversations further demonstrate that
Enron was not only complicit in unlawful market manipulation, it
was a leader in the development of the fraudulent and deceptive
practices.  Additionally, the federal indictment of former Enron
CEO Kenneth Lay supports the states' steadfast assertions of
market manipulation.

The letter highlights the need for urgency, as any relief or
penalties ordered by FERC are likely to be subject to the terms
of the bankruptcy proceeding.  Already, many of the claims are
being litigated and the priority standing of creditors is being
established.  FERC acknowledgment of Enron's unlawful behavior
will reinforce Oregon's $440 million claim and provide an
alternative opportunity for ratepayer relief through a federal
claim.

To date, FERC has imposed no meaningful disciplinary action
against Enron and made no effort to offset the extraordinary
losses suffered by Oregon ratepayers which resulted from Enron's
market manipulation.

      The final letter is available at http://www.doj.state.or.us

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


ENTERPRISE PRODUCTS: BB+ Rated Energy Company Releases Q2 Results
-----------------------------------------------------------------
Enterprise Products Partners L.P. (NYSE:EPD) released its
financial results for the second quarter and six months ended June
30, 2004.

Enterprise reported net income of $33.1 million for the second
quarter of 2004 compared to net income of $33.1 million for the
second quarter of 2003.

Distributable cash flow for the second quarter of 2004 was
$174.2 million compared to $66.9 million for the second quarter of
2003. Distributable cash flow for the second quarter of 2004
includes $104.5 million from the monetization of an interest rate
hedging program associated with the long-term debt that the
partnership expects to issue in connection with its proposed
merger with GulfTerra Energy Partners, L.P. The gain from the
hedging program will be amortized to net income for book and tax
purposes over the life of the future planned issuances.

"Overall, we continued to see a solid recovery in our businesses
during the second quarter as a result of the improvement in both
the domestic and global economies," said O.S. "Dub" Andras,
President and Chief Executive Officer of Enterprise. "The ethylene
industry, which is greatly influenced by general economic
conditions, is the largest single consumer of the NGLs ethane and
propane. The improvement in the economy was reflected in the
production rates for the ethylene industry and its demand for
NGLs. Ethane demand by the ethylene industry averaged 747,000
barrels per day (BPD) in the second quarter of this year compared
to 614,000 BPD in the second quarter of last year. Demand for
ethane in June of this year was 765,000 BPD, a 205,000 BPD, or 37
percent, increase over 560,000 BPD in June of last year. Likewise,
demand for propane in the second quarter of 2004 was 383,000 BPD
compared to 299,000 BPD in the second quarter of last year. This
improvement translated into an overall increase in the NGL volumes
transported by our pipelines."

"Our earnings during the quarter, however, were negatively
impacted by a loss in our NGL marketing business and the effect of
high fuel costs at some of our facilities. The loss in our NGL
marketing business was due to the ineffectiveness of a strategy
that we have traditionally used to manage our NGL production and
inventory on a seasonal basis. As a result of the unexpected
magnitude in the volatility of crude oil, natural gas and NGL
prices during the second quarter, this resulted in a decrease in
gross operating margin of approximately $15 million, or $0.06 per
unit. With the expectation that this level of volatility will
likely continue, we have modified our practices to minimize the
risk of such losses in the future."

"Fuel costs at our facilities have remained high primarily due to
the price of natural gas and natural gas-fired electricity. We
have recently taken additional steps to reduce our consumption of
natural gas and natural gas-fired electricity. Effective July 1,
2004, we entered into a five-year contract to purchase 50
megawatts of electricity at a fixed price from a coal-fired power
facility in Texas that is owned by an affiliate of an electric
utility. We are also in the process of converting several pump
stations that are powered by NGLs to electric motors. We believe
these initiatives will save approximately $9 million annually
based on current natural gas and NGL prices," stated Mr. Andras.

"Our planned merger with GulfTerra and the natural hedge that we
believe will exist between the two partnerships with respect to
natural gas should mitigate Enterprise's fuel cost exposure to
natural gas prices going forward. The gathering fee that GulfTerra
collects on approximately 80 percent of the gas it gathers in the
San Juan basin is based on a percentage of natural gas prices. As
a result, GulfTerra effectively has a long natural gas position of
approximately 70 million cubic feet per day (MMcfd) up to a
certain level of natural gas prices and a long position of 40
MMcfd thereafter which economically offsets our net 35 MMcfd
requirement for fuel," said Mr. Andras.

"The unitholder meetings for the respective partnerships are
scheduled for July 29, 2004. We currently believe that the merger
will be completed in the third quarter of this year. Under the
terms of the merger agreement, we have agreed to increase our cash
distribution rate to limited partners by at least 6 percent to a
quarterly rate of $0.395 per unit, or a $1.58 per unit on an
annualized basis, upon completion of the merger. This increase
would take effect on the next regular quarterly distribution
payment date in November if the merger is completed in the third
quarter as currently expected."

Revenue for the second quarter of 2004 increased to $1.7 billion
from $1.2 billion in the second quarter of last year. Operating
income for the second quarter of 2004 was $65.1 million compared
to $66.3 million in the second quarter of 2003. Gross operating
margin was $106.1 million for the second quarter of 2004 compared
to $106.5 million for the same quarter in 2003.

Pipelines -- Gross operating margin for the Pipelines segment was
$67.2 million for the second quarter of 2004 versus $72.0 million
in the second quarter of 2003. Combined pipeline volumes for the
second quarter of 2004 were 1,612,000 BPD compared to 1,566,000
equivalent BPD in the second quarter of 2003.

Natural gas liquids (NGLs) and petrochemical volumes transported
in the second quarter of 2004 increased to 1,331,000 BPD compared
to 1,295,000 BPD in the second quarter of 2003. Natural gas
pipeline volumes in the second quarter of 2004 were 1,068 billion
British thermal units per day (BBtud) compared to 1,033 BBtud
transported during the second quarter of 2003.

Gross operating margin from the Mid-America and Seminole pipelines
for the second quarter of 2004 was $31.1 million compared to $39.9
million for the second quarter of 2003. Net NGL volumes
transported by the two pipelines increased by 43,000 BPD compared
to the same period last year. The $8.8 million decrease in gross
operating margin from the second quarter of last year was
primarily due to a one-time $3.8 million reduction in operating
expense in 2003 that did not recur in 2004; a $3.6 million
increase in repair, maintenance and fuel expenses, including $1.8
million that was attributable to the partnership's ongoing
pipeline integrity inspection program. The increase in expenses
from the prior year more than offset the increase in gross
operating margin associated with the higher transportation
volumes. Beginning July 1, 2004, the tariffs on the Mid-America
and Seminole pipeline will increase by approximately $7.2 million
on an annual basis as the result of the annual adjustment for the
increase in the Producer Price Index (PPI).

"The operating costs on the Mid-America and Seminole pipelines
have increased significantly over the last two years due to an
increase in fuel and pipeline integrity costs. The increase in
natural gas prices has materially increased the cost of fuel. In
2002, fuel costs for these two pipelines were approximately $34
million compared to an annualized rate of $50 million based on the
first six months of this year. Unlike regulated natural gas
pipelines, the fuel costs associated with these pipelines are not
automatically passed through to our pipeline customers. In
addition, we expect to spend approximately $11 million on pipeline
integrity costs during 2004 compared to a nominal amount in 2002.
We are currently evaluating a cost of service filing for the
recovery of these increased costs," stated Mr. Andras.

For the second quarter of 2004, gross operating margin from the
partnership's NGL import services decreased by $4.0 million from
the same quarter in 2003 due to a 118,000 BPD decrease in volume
at the import facility and its supporting pipeline facility.
Greater worldwide demand for NGLs during the quarter resulted in
competition for NGLs and the diversion of volumes to international
markets that normally would have been delivered to the U.S. Gulf
Coast.

"We have since seen a recovery in the demand for our import
services. Our import terminal is currently scheduled to run at
full capacity for most of the third quarter," continued Mr.
Andras.

Gross operating margin from the Lou-Tex NGL pipeline decreased by
$2.8 million due to a 12,000 BPD decrease in volume. This decrease
in margin and volume was due to the partnership's election to
maximize its total gross operating margin by diverting mixed NGLs
and refinery-grade propylene to other partnership facilities. The
decrease in gross operating margin from the Lou-Tex NGL pipeline
associated with this election was more than offset by an increase
in the gross operating margin from the Fractionation and
Processing segments.

Gross operating margin for the second quarter of 2004 included
$10.7 million in equity income associated with our 50% ownership
in the general partner of GulfTerra that was acquired in December
2003.

Total pipeline integrity inspection expense for the second quarter
of 2004 was approximately $3.1 million compared to $0.1 million in
the second quarter of 2003. In addition, approximately $1.2
million of major pipeline integrity repair costs were capitalized
during the second quarter of 2004 compared to $0.7 million in the
second quarter of last year. Major pipeline integrity repair costs
are capitalized and included in our sustaining capital
expenditures.

Fractionation -- Gross operating margin for the Fractionation
segment was $35.9 million for the second quarters of both 2004 and
2003. An increase in gross operating margin from the propylene
fractionation business offset decreases from the NGL fractionation
and butane isomerization businesses.

Gross operating margin from the propylene fractionation business
increased by $4.2 million during the second quarter of 2004 versus
the second quarter of 2003 due to improved unit margins and a
2,000 BPD increase in volume.

Gross operating margin for the NGL fractionation business
decreased by $3.4 million during the second quarter of 2004
compared to the same quarter in 2003. Gross operating margin
decreased by approximately $6.8 million due to a gain recorded in
the second quarter of 2003 from an inventory measurement
adjustment for mixed NGLs pending fractionation that did not recur
in the second quarter of 2004. This decrease was partially offset
by a 36,000 BPD increase in NGL fractionation volumes and an
increase in the value of percent-of-liquids revenues at the
expanded Norco fractionator.

Processing -- Gross operating margin for the Processing segment
was $4.4 million for the second quarter of 2004 compared to $2.7
million for the second quarter of 2003. Gross operating margin
from the partnership's natural gas processing business was $10.3
million during the second quarter of 2004 compared to $0.8 million
for the same quarter last year. Fee-based natural gas processing
volumes increased to 1,248 million cubic feet per day in the
second quarter of 2004 from 160 MMcfd in the second quarter of
2003 reflecting the effects of the conversion of the partnership's
major processing agreements to fee-based agreements. Equity NGL
production was 45,000 BPD for the second quarter of 2004 compared
to 39,000 BPD for the second quarter of 2003.

"Compared to the second quarter of last year, gross operating
margin generated by our natural gas processing business increased
by $9.5 million due to the conversion of all of our major
processing contracts to either fee-based or percent-of-liquids
type agreements. These agreements should provide our partnership
with a more stable stream of cash flow and a consistent return on
investment from this business."

Gross operating margin from NGL marketing activities was a loss of
$6.0 million during the second quarter of 2004 versus a profit of
$1.9 million in the second quarter of 2003. NGL marketing for the
second quarter of 2004 included a $15.2 million loss associated
with the ineffectiveness of a strategy that was used to manage the
partnership's NGL production and inventory on a seasonal basis.

Pipeline volumes expressed in terms of equivalent barrels per day
are on an energy equivalent basis where 3.8 million British
thermal units of natural gas are equivalent to one barrel of NGLs.

                        About the Company

Enterprise Products Partners L.P. is the second largest publicly-
traded midstream energy partnership with an enterprise value of
over $7 billion. Enterprise is a leading North American provider
of midstream energy services to producers and consumers of natural
gas and natural gas liquids. The Company's services include
natural gas transportation, processing and storage and NGL
fractionation (or separation), transportation, storage and
import/export terminaling.

                           *   *   *

As reported in the Troubled Company Reporter's May 20, 2004
edition, Standard & Poor's Rating Services lowered its corporate
credit ratings on Enterprise Products Partners L.P. and Enterprise
Products Operating L.P. to 'BB+' from 'BBB-' and removed the
ratings from CreditWatch with negative implications. The outlook
is stable.

The ratings were originally placed on CreditWatch on Dec. 15, 2003
as a result of the announcement of the merger between Enterprise
Products and GulfTerra Energy Partners L.P. (BB+/Watch Neg/--).

The rating action is based upon an assessment that the credit
rating on Enterprise Products will be 'BB+' whether or not the
proposed merger with GulfTerra takes place.

"On a stand-alone basis, Enterprise Products' creditworthiness has
deteriorated over the past year," said Standard & Poor's credit
analyst Peter Otersen.


ENWAVE: Canadian National Science Council Denies Funding Proposal
-----------------------------------------------------------------
EnWave Corporation (TSX.V: ENW) has received a response from the
National Science and Engineering Research Council of Canada
regarding the request for funding the microbicidal sponge project
as announced in a press release on May 12, 2004.

While Council's reviewers strongly endorsed the technical quality
and feasibility of the proposal, the grant selection committee
denied the application based upon certain aspects of the Company
business plan.  The Company intends to resubmit its application in
order to address the issues raised by the Council.

The Company will also seek funding from alternative governmental
funding agencies and will continue to develop the technology in
collaboration with scientists at the University of British
Columbia and at the Lindsley F. Kimball Research Institute of the
New York Blood Center, using the Company's own resources.

                      About the Company

EnWave is in the business of developing and marketing patented
vacuum microwave technology. The corporation's patented VM
technology provides unique products for global market
opportunities in many industries including: food processing,
pharmaceutical, chemical, biotechnology and nutraceuticals.

As of March 31, 2004, the Company posts a CDN$5,813,765
stockholder's deficit compared to a CDN$5,765,315 deficit at
September 30, 2003.


EXIDE TECH: Pachulski Wants to Collect $2,310,278 Final Fees
------------------------------------------------------------
Exide Technologies and its debtor affiliates employed Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., as bankruptcy co-
counsel in their Chapter 11 cases.  Pachulski filed 25 prior fee
applications:

                         Period        Approved        Approved
    Date Filed           Covered           Fees        Expenses
    ----------           -------       --------        --------
     07/03/02            04/2002        $65,347         $34,669
     07/29/02            05/2002        164,879          28,922
     08/12/02            06/2002         82,072          12,901
     10/01/02            07/2002         92,001          18,063
     10/25/02            08/2002         67,972          30,206
     11/12/02            09/2002         46,711          26,221
     12/06/02            10/2002         38,406          13,192
     12/31/02            11/2002         43,348          17,597
     01/22/03            12/2002         25,662          31,915
     03/03/03            01/2003         29,416          14,067
     04/22/03            02/2003         24,092          17,487
     05/28/03            03/2003         30,270          17,947
     06/13/03            04/2003         25,370          12,382
     07/09/03            05/2003         30,357          18,362
     07/30/03            06/2003         31,377          15,764
     09/18/03            07/2003         40,774          25,345
     10/01/03            08/2003         48,014          20,577
     10/30/03            09/2003         48,783          21,192
     12/22/03            10/2003        250,446          78,035
     01/26/04            11/2003         56,882          56,534
     02/18/04            12/2003         63,326          23,376
     03/16/04            01/2004         40,412          23,369
     04/05/04            02/2004         43,556          22,937
     05/10/04            03/2004        Pending         Pending
     06/01/04            04/2004        Pending         Pending

For March 2004, the firm seeks $83,963.50 as compensation and
$62,056.47 as reimbursement.  For April 2004, fees total $74,093
while expenses reached $78,674.11.

Hence, Pachulski asks the Court to approve the final allowance of
compensation for professional services rendered amounting to
$1,588,586 and the reimbursement of actual and necessary expenses
incurred equal to $721,692.

The compensation and reimbursement, totaling $2,310,278, covers
the period starting from April 15, 2002 through April 16, 2004.

                  Compensation by Project Category

    Project Category                    Total Hours         Fee
    ----------------                    -----------         ---
    Asset Analysis/Recovery                  0.7           $236
    Asset Disposition                       16.1          2,547
    Appeals                                 89.1         12,440
    Bankruptcy Litigation                1,479.2        413,985
    Case Administration                  1,078.2         84,000
    Claims Administration/Objections       168.9         15,226
    Compensation Professionals             304.6         60,138
    Compensation Professionals/Others      491.3         45,418
    Document Production                      0.7             98
    Employee Benefit/Pension                35.7         10,545
    Executory Contracts                    880.0        249,784
    Financial Filings                      129.4         35,618
    Financing                               68.9         19,712
    Litigation: Non-bankruptcy               5.5            832
    Meeting of Creditors                    40.7         18,218
    Operations                             160.5         37,481
    Plan and Disclosure                    707.2        195,788
    Reclamation Litigation                  13.2          2,312
    Retention of Professionals             212.5         59,738
    Retention of Professionals/Others      124.7         26,541
    Stay Litigation                         77.7         16,258
    Tax Issues                               3.2            716
    Travel                                  13.5          1,234

                        Summary of Expenses

              Category                        Expense
              --------                        -------
              Air Fare                         $1,250
              Auto Travel                       4,913
              Working Meals                     5,169
              Conference Call                   8,271
              Court Parking                        15
              Delivery/Courier                 69,074
              Express Mail                     35,987
              Filing Fee                        7,495
              Facsimile                        66,670
              Guest Parking                       408
              Hotel                             1,076
              In House Attorney Service            80
              In House Messenger                   30
              Meeting Room                      1,917
              Court Research                    7,353
              Outside Reproduction             44,957
              Reproduction                     59,959
              Postage                         361,584
              Overtime                          6,021
              Telephonic Expense                  163
              Transcript                       30,922
              Travel Expense                    2,061
              Legal Research                    6,316

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Wants to Expand AlixPartners' Employment
-------------------------------------------------------
According to David M. Sherbin, Federal-Mogul Corporation
Senior Vice President, General Counsel and Secretary, the
implementation of fresh start accounting is an important aspect of
the Debtors' plans to emerge from their Chapter 11 cases.  Under
standard accounting practices, debtors emerging from
reorganization under the Bankruptcy Code are required to adopt
fresh start accounting if two conditions are met:

    (a) The reorganization value of the assets of the debtor is
        less than the total of all postpetition liabilities and
        allowed claims; and

    (b) The holders of prepetition voting equity interests in the
        debtor receive less than 50% of the voting shares of the
        reorganized debtor and that the loss of control is not
        temporary.

Mr. Sherbin notes that under the Debtors' Third Amended Joint
Plan, these conditions may be met and, accordingly, the Debtors
will be required to implement a fresh start accounting process.
Through the fresh start accounting process, Mr. Sherbin explains,
the Debtors' reorganization value will be allocated to their
assets and liabilities based on the fair market value of the
assets and liabilities.  The resulting allocations will then be
used in the Debtors' financial reporting after emergence.

Given the magnitude of the Debtors' businesses and the attendant
complexity of the Debtors' accounting structure, the Debtors need
to begin the fresh start accounting process so as to facilitate
their smooth and expedient transition out of bankruptcy.

                 Search for the Right Professional

Unfortunately, the Debtors determined that there is not an
individual on their in-house accounting staff that possesses the
required experience, knowledge and skills to oversee the fresh
start accounting project.  Hence, the Debtors made the decision
to retain an outside professional.

The Debtors evaluated the fresh start accounting capabilities
available to them from each of the so-called Big Four public
accounting firms, at a fifth regional accounting firm, and at
AlixPartners, LLC.  The Debtors also evaluated the independence
of each of the firms.  Of the six potential firms, only
AlixPartners has the combination of independence and specialized
accounting knowledge.

AlixPartners currently provides financial advisory services to
the Debtors.

                      AlixPartners' Services

Hence, the Debtors seek the Court's authority to expand the scope
of AlixPartners' employment to include fresh start accounting
services, nunc pro tunc to June 23, 2004. AlixPartners, however,
will continue to provide advisory services.

AlixPartners will:

    (1) plan the fresh start accounting process;

    (2) obtain valuations necessary to implement the fresh start
        accounting;

    (3) prepare for the implementation of the fresh start
        accounting; and

    (4) implement and follow-up on the implementation of the fresh
        start accounting.

Although the tasks will generally occur one after the other,
certain aspects of the tasks will happen simultaneously given the
Debtors' anticipated timetable for emergence.

A. The Planning Phase

    AlixPartners will assist the Debtors' in-house accounting
    personnel in developing and enhancing plans for the fresh
    start accounting project, reaching decisions on certain key
    issues to be addressed in connection with the fresh start
    accounting, and preparing an initial model of how the fresh
    start accounting will work.

B. The Valuation Phase

    The valuation phase will include assisting the Debtors in
    evaluating and selecting the professionals to perform fair
    market valuations of their assets and liabilities in
    accordance with fresh start accounting principles, and then
    working with these professionals and the Debtors to obtain the
    valuations on which the fresh start accounting will be based.

C. The Preparation Phase

    AlixPartners will assist the Debtors in preparing for the
    implementation of the fresh start accounting, including:

    (a) developing instructions, in conjunction with the Debtors,
        for recording entries in the Debtors' general ledger at
        certain selected levels of the Debtors' operations;

    (b) determining how to handle the payment of administrative
        and priority claims as well as the payment of any costs
        that may be necessary to cure outstanding defaults under
        any of the Debtors' prepetition executory contracts;

    (c) addressing payments to unsecured creditors under the Plan;
        and

    (d) ensuring that specific procedures are known to the
        Debtors' in-house personnel and outside professionals, and
        in place for handling any changes in the corporate
        structure and the various reporting cut-off issues that
        may result from the Debtors' emergence.

D. The Implementation and Follow-Up Phase

    The Implementation Phase will include the actual recording of
    the fresh start accounting entries, as well as the important
    step of ensuring and verifying that the entries are property
    recorded.  Disclosures to the Securities and Exchange
    Commission relating to the Debtors' fresh start accounting
    will also need to be accurately prepared.

                         Fee Cap Increased

The Debtors also propose to increase the $125,000 monthly cap
applicable to AlixPartners' fees to $250,000.  The Debtors
believe that the modified cap will accommodate both AlixPartners'
existing services as well as the fresh start accounting services.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- <http://www.federal-mogul.com/>http://www.federal-mogul.com/--
is one of the world's largest automotive parts companies with
worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-
10582). Lawrence J. Nyhan, Esq., James F. Conlan, Esq., and Kevin
T. Lantry, Esq., at Sidley Austin Brown & Wood and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$10.15 billion in assets and $8.86 billion in liabilities.
(Federal-Mogul Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FINOVA GROUP: Sells Resort Portfolio for $133.3 Million
-------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on July 8, 2004, The FINOVA Group, Inc., disclosed the
sale and prepayment of virtually all of its resort portfolio.

FINOVA, through its principal operating subsidiary, FINOVA
Capital Corporation, completed the sale of a portion of its
timeshare resort portfolio for $133.3 million of net cash
proceeds on June 30, 2004.  Net proceeds were $22 million in
excess of FINOVA'S carrying amount.  The carrying amount had
previously been reduced by various adjustments, the majority of
which were due to the estimation of fair value in connection with
FINOVA'S implementation of fresh-start reporting upon emergence
from bankruptcy.  Accounting rules did not permit subsequent
adjustments for increases in estimated valuation until they were
realized.

Richard Lieberman, Senior Vice President, General Counsel and
Secretary of FINOVA, relates that during the second quarter of
2004, FINOVA collected, in the ordinary course of business, $275
million of prepayments from the resort portfolio.  The second
quarter events virtually eliminated FINOVA's resort portfolio
except for a few retained accounts.  These events substantially
reduced FINOVA's financial assets.

The collections, coupled with the proceeds from the asset sale,
will be used primarily to reduce FINOVA's outstanding
indebtedness, and fund $17 million into a segregated cash account
for potential distributions to stockholders.  However, those
distributions are currently prohibited by the indenture governing
the Notes.

Despite the favorable disposition of the resort portfolio, FINOVA
has a significant negative net worth, Mr. Lieberman says.  Based
on FINOVA's financial condition, it remains highly unlikely there
will be funds available to fully repay the outstanding principal
on the Notes.  As a result, there will be no return to the
FINOVA's stockholders.  FINOVA maintains that investing in its
debt and equity securities involves a high level of risk to the
investor.  (Finova Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FIRST CHESAPEAKE: Michael O'Hanlon Acquires Medical Capital Group
-----------------------------------------------------------------
On May 27, 2004, the Board of Directors of First Chesapeake
Financial Corporation (FCFK.PK) authorized the transfer of 100% of
the common stock of Medical Capital Group, Inc., a Florida
corporation, to Michael O'Hanlon, the principal organizer of the
wholly owned subsidiary.

MGC was formed in March 2004 by First Chesapeake to provide
medical billing, transcription, data entry, and audit services to
clients in the healthcare industry.

Final approval for a business plan to begin operations was never
given by First Chesapeake's Board of Directors. As a result of the
Board of Directors' review of First Chesapeake's present
situation, First Chesapeake has decided to transfer its interest
in MCG to Mr. O'Hanlon. First Chesapeake does not believe that
this transfer qualifies as a disposal of a "significant amount of
assets, otherwise than in the ordinary course of business",
requiring disclosure, due to the fact that MCG had yet to begin
operations or realize an incoming cash-flow resulting from
services provided to clients.

First Chesapeake Financial Corporation was incorporated in the
Commonwealth of Virginia on May 18, 1992. The Company is a
provider of financial services in the mortgage banking segment.
The Company's business strategy is to create a national retail and
wholesale mortgage banking business.

                       *   *   *

As reported in the Troubled Company Reporter's April 30, 2004
edition, First Chesapeake Financial Corporation (OTC BB: FCFKE)
disclosed that it defaulted on its Series F Senior Secured
Convertible Debenture issued to GL Equities, LLC on January 9,
2004.

First Chesapeake defaulted on the Series F Debenture by:

      (1) not making payments of interest for the Month of March
          on the Series F Debenture,

      (2) defaulting on mortgage payments for a pledged property,

      (3) not delivering stock powers to GL from All American
          Companies, Inc.,

      (4) not hiring a CFO reasonably acceptable to GL, and

      (5) not delivering stock certificates for shares of All
          American Companies, Inc. as required under an
          accompanying agreement to the Series F Debenture.

The Series F Debenture is secured by all of First Chesapeake's
tangible and intangible assets, as well as a Trust Mortgage Deed
encumbering certain real property in West Virginia owned by First
Chesapeake's subsidiary, Professional Property Developers, LC. The
Series F Debenture is also secured by 5,400,000 shares of First
Chesapeake common stock that All American Companies, Inc.
presently owns and an additional 4,600,000 shares of First
Chesapeake Common stock that it is entitled to have issued once
First Chesapeake's shareholders authorize an increase in the
number of authorized shares of common stock.

The Series F Debenture is guaranteed by All American Companies,
Inc., Collateral One Mortgage Corporation, a wholly owned
subsidiary of First Chesapeake, Professional Property Developers,
LC, a wholly owned subsidiary of First Chesapeake, Kautilya
Sharma, a/k/a Tony Sharma, the Chairman and CEO of First
Chesapeake, together with his wife Sheenoo Sharma.


FIRST CHESAPEAKE: Relocates Corporate Offices to Conshohocken, Pa.
------------------------------------------------------------------
On June 11, 2004, First Chesapeake Financial closed its corporate
offices in Boca Raton, Florida, which was subleased on a month-to-
month basis from another tenant. First Chesapeake has relocated
its corporate offices to 200 Four Falls, Suite 115, West
Conshohocken, Pennsylvania, outside of Philadelphia. Before moving
to Boca Raton on August 13, 2003, the Company's previous
headquarters was located in Philadelphia, Pennsylvania. First
Chesapeake is in the process of transferring its records to its
new Pennsylvania headquarters, where it will continue a full audit
of its finances.

First Chesapeake Financial Corporation was incorporated in the
Commonwealth of Virginia on May 18, 1992. The Company is a
provider of financial services in the mortgage banking segment.
The Company's business strategy is to create a national retail and
wholesale mortgage banking business.

                       *   *   *

As reported in the Troubled Company Reporter's April 30, 2004
edition, First Chesapeake Financial Corporation (OTC BB: FCFKE)
disclosed that it defaulted on its Series F Senior Secured
Convertible Debenture issued to GL Equities, LLC on January 9,
2004.

First Chesapeake defaulted on the Series F Debenture by:

      (1) not making payments of interest for the Month of March
          on the Series F Debenture,

      (2) defaulting on mortgage payments for a pledged property,

      (3) not delivering stock powers to GL from All American
          Companies, Inc.,

      (4) not hiring a CFO reasonably acceptable to GL, and

      (5) not delivering stock certificates for shares of All
          American Companies, Inc. as required under an
          accompanying agreement to the Series F Debenture.

The Series F Debenture is secured by all of First Chesapeake's
tangible and intangible assets, as well as a Trust Mortgage Deed
encumbering certain real property in West Virginia owned by First
Chesapeake's subsidiary, Professional Property Developers, LC. The
Series F Debenture is also secured by 5,400,000 shares of First
Chesapeake common stock that All American Companies, Inc.
presently owns and an additional 4,600,000 shares of First
Chesapeake Common stock that it is entitled to have issued once
First Chesapeake's shareholders authorize an increase in the
number of authorized shares of common stock.

The Series F Debenture is guaranteed by All American Companies,
Inc., Collateral One Mortgage Corporation, a wholly owned
subsidiary of First Chesapeake, Professional Property Developers,
LC, a wholly owned subsidiary of First Chesapeake, Kautilya
Sharma, a/k/a Tony Sharma, the Chairman and CEO of First
Chesapeake, together with his wife Sheenoo Sharma.


FIRST CHESAPEAKE: Involuntary Chapter 7 Petition Filed in Florida
-----------------------------------------------------------------
On June 14, 2004, First Chesapeake learned that an involuntary
bankruptcy petition under Chapter 7 of the Bankruptcy Code was
filed in the United States Bankruptcy Court for the Southern
District of Florida against the Company.  Although the Company has
not been served with the petition, the petitioners, Serafina
Martell, Daniel Bittinger, and Cynthia Estes, claim that First
Chesapeake is indebted to them in the aggregate amount of
$575,000, or the individual amounts of $25,000, $500,000, and
$50,000, respectively.

On April 26, 2004, Mr. Bittinger demanded payment from First
Chesapeake under a convertible promissory note for $250,000.00,
allegedly executed by the Company on November 3, 2003 and which
was due and payable on March 5, 2004. First Chesapeake disputes
the validity of this debt because its management does not believe
that the Company received consideration for its obligations under
the note. On April 26, 2004, Mr. Bittinger also demanded payment
under a second convertible promissory note, which was allegedly
entered into between Mr. Bittinger and the Company's former
management on November 3, 2003 for $250,000.00. On April 26, 2004,
after consultation with the Company's management, Mr. Bittinger
conceded that the second convertible promissory note for $250,000
was not a valid debt and marked the document as void and returned
it to the Company. The Company is unaware of any debts due
Mr. Bittinger as detailed in his petition. In the bankruptcy
petition, Ms. Estes and Ms. Martell indicate that their debts
arise from loans made to First Chesapeake. The Company is also
reviewing the validity of these alleged debts. The Company is in
the process of obtaining additional information regarding the
bankruptcy petition and is reviewing its rights, as well as the
potential effect of this action on the Company's business as a
whole. Once the petition is served, the Company plans on
vigorously defending against this action.

On June 14, 2004, First Chesapeake learned that Cynthia Estes, the
Manager of Professional Property Developers, LLC, a West Virginia
Limited Liability Company, filed a petition for bankruptcy under
Chapter 11 of the Bankruptcy Code on behalf of PPD. Ms. Estes and
the two other members of PPD transferred their entire interest to
First Chesapeake. Following the purchase, First Chesapeake
retained Ms. Estes as the Manager of PPD. Ms. Estes' petition
asserts that she is currently the sole member of PPD. First
Chesapeake is taking the position that PPD is a wholly-owned
subsidiary of First Chesapeake, and will assert the position that
First Chesapeake is the sole member of PPD in the Bankruptcy
Court. First Chesapeake is in the process of obtaining additional
information regarding the bankruptcy petition and is reviewing its
rights in regards to Ms. Estes' actions, as well as the potential
effect of this action on the Company's business as a whole.

First Chesapeake does not anticipate being able to file is Form
10-K for the year ended December 31, 2003 by June 27, 2004 as
disclosed in an 8-K filed on May 28, 2004.  Due to the recently
disclosed events, the Company is not in a position at this time to
estimate when its Annual Report will be filed. First Chesapeake
anticipates filing its Form 10-Q for the period ended March 31,
2004 at the same time that it files its 10-K for the year ended
December 31, 2003.


FIRST CHESAPEAKE FINANCIAL: Involuntary Chapter 7 Case Summary
--------------------------------------------------------------
Alleged Debtor: First Chesapeake Financial Corporation
                999 Yamato Road #100
                Boca Raton, Florida 33431

Involuntary Petition Date: June 14, 2004

Case Number: 04-32840

Chapter: 7

Court: Southern District of Florida (Palm Beach)

Judge: Steven H. Friedman

Petitioners' Counsel: Brian K. McMahon, Esq.
                      7301A W. Palmetto Park Road #305C
                      Boca Raton, FL 33433
                      Tel: 561-367-1232

Petitioners: Serafina Martell
             Daniel Bittinger
             Cynthia Estes

Aggregate Amount of Claims: $575,000


FIRST CHESAPEAKE: Faces $350,000 Lawsuit from Ex-Director D. Vinik
------------------------------------------------------------------
On May 28, 2004, First Chesapeake Financial was served with a
civil complaint for damages in excess of $350,000 filed by Donald
Vinik, a former Director of First Chesapeake, in the Circuit Court
of the 15th Judicial Circuit of Florida in Palm Beach County.

The complaint also names Kautilya Sharma, First Chesapeake's
former Chairman, CEO, and President, Sheenoo Sharma, Trade Tech
Holding, Inc., a Pennsylvania corporation, Geek Securities, Inc.,
a Delaware corporation primarily owned by Mr. Sharma, and
Collateral One Mortgage Corporation, a Virginia corporation and
wholly-owned subsidiary of First Chesapeake, as defendants.

Mr. Vinik alleges that he wired $350,000 into an account of First
Chesapeake in September, 2003 to purchase 50% of a company known
as Blue Ridge Land Development, which owned approximately 34 acres
of land in Putnam County, West Virginia. Mr. Vinik asserts that
the $350,000 was intended to purchase from First Chesapeake shares
of First Chesapeake common stock to be issued to Cynthia Estes in
exchange for 50% of Blue Ridge, with title being held in the name
of Mr. Sharma and Mr. Vinik, personally. First Chesapeake never
purchased Blue Ridge, and is investigating whether the $350,000
was wired into one of its accounts, as Mr. Vinik alleges, or
alternatively, into an account of one of the co-defendants.
Additionally, First Chesapeake asserts that as a Director, with
access to non-public information, Mr. Vinik was aware that First
Chesapeake did not have authorized and unissued common stock
available to consummate this transaction in addition to the fact
that this transaction was never authorized by its Board of
Directors. First Chesapeake has retained outside legal counsel to
vigorously defend against the claims of Mr. Vinik.


FIRST CHESAPEAKE: Cash Problems Spur Collateral One to Shut Down
----------------------------------------------------------------
On June 9, 2004, in response to cash flow problems, Collateral One
Mortgage Corporation, a wholly-owned subsidiary of First
Chesapeake Financial, closed all of its offices and laid off all
but three employees which were specifically retained for the
purpose of winding up operations. Collateral One's mortgage
origination business suffered an abrupt downturn following the
arrest of Kautilya Sharma, a/k/a Tony Sharma, First Chesapeake's
former Chairman, CEO, and President, for activities unrelated to
First Chesapeake. First Chesapeake is considering if filing a
petition for relief under Chapter 7 of the Bankruptcy Code
by Collateral One would be in First Chesapeake's best interests.


FLEMING COMPANIES: Court Confirms Joint Reorganization Plan
-----------------------------------------------------------
Fleming Companies, Inc. announced that the US Bankruptcy Court in
Delaware confirmed the Company's Third Amended Plan of
Reorganization filed jointly by Fleming and its Unsecured
Creditors' Committee. Following a confirmation hearing in
Wilmington, Delaware, Judge Mary Walrath ruled that Fleming had
met all of the necessary statutory requirements to confirm the
Plan. It is anticipated that the Plan will become effective in
mid-August.

The Plan provides for the reorganization of the Debtors centered
around the Fleming convenience store distribution operations
through the formation of a new entity which will be known as Core-
Mark Holding Company, Inc. Unsecured creditors will receive the
majority of the common stock of Core-Mark. Financing commitments
from General Electric Capital Corporation for a $240 million
revolving credit facility and a $10 million term loan have been
provided. Sankaty Advisors, LLC has provided a commitment for an
additional $70 million term loan facility. Additionally, Fleming's
remaining assets and liabilities not related to the convenience
operations will be transferred to either a Post-Confirmation
Trust, which will have the responsibility for liquidating such
assets and liabilities, pursuing causes of action and reconciling
and paying claims, or a Reclamation Creditors' Trust, which will
have similar responsibilities and rights with respect to
reclamation creditors.

Core-Mark distributes products to convenience stores and other
retailers from 22 distribution centers. Core-Mark's distribution
centers service customers in 38 states and five Canadian
provinces. Mike Walsh, President and Chief Executive Officer of
Core-Mark said, "We are pleased to emerge from bankruptcy as an
independent company with a loyal customer base and a strong
balance sheet. We look forward to working with our new board of
directors and owners to drive our business forward."

Archie Dykes, Chief Executive Officer of Fleming, said, "We
appreciate the strong support for our Plan of Reorganization by
creditors and lenders. They have been cooperative and constructive
partners throughout Fleming's reorganization process. We are also
grateful to our vendors, customers and associates for their
continued support during this challenging time, and we greatly
appreciate the time and attention Judge Walrath and the bankruptcy
court, clerks and staff have given to this case."

Sandra Schirmang, Co-Chair of the OCUC, added, "We have worked
hard to assist Core-Mark so that it may emerge from bankruptcy as
a strong company, with a healthy balance sheet and customer-
focused philosophy. Going forward, Core-Mark intends to have a
corporate governance structure that will allow the Company to
focus on the creation of long-term value. We welcome the
opportunity to work with senior management and associates to build
a brighter future for Core-Mark."

                       About Core-Mark

Core-Mark is a leading distributor of consumer packaged goods and
store supplies to the convenience retail industry. Core-Mark
provides distribution and logistics services as well as value-
added programs to over 19,500 customer locations across 38 states
and five Canadian provinces. Core-Mark services a variety of store
formats including traditional convenience retailers, mass
merchandisers, drug, liquor and specialty stores, and other stores
that carry consumer packaged goods.

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.


GENTEK INC: Henry Druker Transfers 1,240 Shares to Questor
----------------------------------------------------------
Henry L. Druker, Director of GenTek, Inc., acquired 1,240 shares
of GenTek common stock, par value $0 per share, which he
transferred to Questor Management Company, LLC, without
consideration.

In a regulatory filing with the Securities and Exchange
Commission on June 29, 2004, Mr. Druker disclosed that:

   -- Questor Partners Fund II, LP, holds 688,106 shares of
      GenTek common stock;

   -- Questor Side-By-Side Partners II, LP, holds 32,978 shares
      of GenTek stock; and

   -- Questor Side-By-Side Partners II 3(c)(1), LP, holds 12,452
      shares of GenTek stock.

Mr. Druker may be deemed to have indirect beneficial interests in
a portion of the GenTek common stock as a result of his ownership
interests in Questor Partners Fund II, Questor Side-By-Side
Partners II, and Questor Side-By-Side Partners II (3)(1).  Mr.
Druker disclaims beneficial ownership of the securities except to
the extent of his pecuniary interest, if any.  (GenTek Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


HERITAGE ORG: Signs-Up Doherty Long as Malpractice Attorney
-----------------------------------------------------------
The Heritage Organization, L.L.C., asks the U.S. Bankruptcy Court
for the Northern District of Texas Dallas Division, for permission
to engage Doherty Long Wagner L.L.P. as its special counsel.

The Debtor relates that it holds very valuable claims, one of
which is a legal malpractice claim, against its former in house
counsel, W. Ralph Canada, and needs a special litigation counsel
to pursue that cause of action.

The Debtor wants to employ Doherty Long as special counsel for the
specific purpose of pursuing professional malpractice and
negligence, breach of fiduciary duty and contract claims against
Mr. Canada.

Mr. Canada has a claim against the Debtor's estate in excess of $6
million, which the Debtor intends to dispute.  The primary
attorneys on this matter are Brett Wagner, Esq., and Mark Long,
Esq. They agreed to charge an hourly rate of $250 for their work.
Mr. Wagner may call upon additional attorneys in his firm to
assist in this case. Doherty Long professional billing rates range
from $50 to $100 per hour.

Additionally, Doherty Long will be paid a contingency fee, which
is a percentage of the total reduction in Mr. Canada's claim:

   -- 20% of the first $2 million reduction in Mr. Canada's
      claim,

   -- 15% of the next $2 million reduction in Mr. Canada's
      claim, and

   -- 10% of the remaining amount of Mr. Canada's claim if it is
      fully disallowed.

   -- 40% if an affirmative recovery over and above the
      disallowance or offset of Mr. Canada's claim is obtained.

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.


INTEGRATED HEALTH: Rotech Wants More Time to File Final Report
--------------------------------------------------------------
RoTech Medical Corporation and its subsidiaries ask the U.S.
Bankruptcy Court to further:

    (a) delay the automatic entry of a final decree closing their
        Chapter 11 cases until November 8, 2004; and

    (b) extend the date for filing a final report and accounting
        to the earlier of October 8, 2004 or 15 days before the
        hearing to consider any motion closing the Rotech Debtors'
        Chapter 11 cases.

Alfred Villoch, III, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, tells the Court that since Rotech's Plan
became effective, the Rotech Debtors have been working diligently
to review and reconcile the claims filed in their bankruptcy
cases and to prosecute or resolve pending claim objections.

To date, the Rotech Debtors have made substantial progress in
their claims administration process.  According to Mr. Villoch,
the Rotech Debtors just recently made an initial distribution to
allowed claimholders under the Rotech Plan.  However, there are
still disputed claims that have not been resolved or litigated.
The Rotech Debtors are also preparing to present evidence in
connection with certain adjourned claim objections to the Court.
Mr. Villoch states that once the remaining issues are resolved,
the Rotech Debtors expect making a second and final distribution
in their Chapter 11 cases.

The Rotech Debtors point out that delay in the entry of a final
decree will ensure a full opportunity for them to continue to
prosecute or resolve the pending claim objections and other
matters.

As to Rotech's request to extend the deadline for filing the
final report and accounting, Mr. Villoch explains that the
Court's jurisdiction may still be necessary while the claims
administration process is ongoing.

The Court will convene a hearing on August 4, 2004 to consider
the Rotech Debtors' request.  By application of Del.Bankr.LR
9006-2, the deadline for Rotech to file a final report is
automatically extended through the conclusion of that hearing.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 77; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


INT'L BIOCHEMICAL: Trustee Hires Ragsdale Beals as Attorneys
------------------------------------------------------------
Herbert C. Broadfoot II, the appointed Chapter 11 Trustee for
International Biochemical Industries, Inc.'s case, sought and
obtained approval from the U.S. Bankruptcy Court for the Northern
District of Georgia, Atlanta Division, to employ Ragsdale, Beals,
Hooper & Seigler, LLP to represent him as general counsel.

Mr. Broadfoot tells the Court that he has selected Ragsdale Beals
because it has considerable experience in matters of this nature.
The Firm will represent the Trustee in connection with carrying
out his duties required under the Bankruptcy Code.

The Ragsdale Beals attorneys currently bill at:

      Professionals              Designation   Billing Rate
      -------------              -----------   ------------
      Herbert C. Broadfoot II    Attorney      $275 per hour
      John W. Ragsdale, Jr.      Attorney      $275 per hour
      James R. Schulz            Attorney      $250 per hour
      William R. Patterson       Attorney      $240 per hour
      Herbert H. Gray III        Attorney      $235 per hour
      S. Lynn Robinson           Paralegal     $85 per hour
      Kelly B. Lyons             Paralegal     $75 per hour

Headquartered in Atlanta, Georgia, International BioChemical
Industries, Inc. -- http://www.bioshield.com/-- is a maker of
concentrated antiviral and antimicrobial products.  The Company
filed for chapter 11 protection on April 5, 2004 (Bankr. N.D. Ga.
Case No. 04-92814).  Jesse Blanco, Jr., Esq., represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $114,500 in assets and
$18,465,934 in debts.


INTERNET SATELLITE: Files for Chapter 11 Protection in Florida
--------------------------------------------------------------
Internet Satellite Platform, Inc. (ISAT), the leading provider of
wholesale satellite-based Internet services, has filed for Chapter
11 Bankruptcy Protection and is seeking interim and long-term
funding.

ISAT, which has over 200+ active Internet Service Provider and
Rural Telco partners and over 4,000 subscribers, filed for Chapter
11 Bankruptcy protection on June 9, 2004, after management was
unable to close on a second $500k tranche of a $2m Series C round
it had closed in April 2004. Not being able to close on the second
tranche of the Series C round left ISAT's management unable to
continue its operations at a level that the business and its
partners demanded.

ISAT's management has been in discussions with several entities
from within the industry since June 9, 2004 to secure needed
interim and permanent funding and believes that it will be able to
close an interim funding round in the near future. To date
however, management has been unable to secure funding.

"If ISAT is able to assemble the right combination of funding
partners, from within or outside the industry, we are confident
that our satellite Internet service can continue to be the best
performing and lowest priced Internet via satellite offering in
the Americas," said Mario J. Pino, President of ISAT.

Until the filing, ISAT built its wholesale satellite Internet
business steadily, and completed 2003 with revenues of
approximately $2 million. ISAT earns revenue on a wholesale basis
from end-users that subscribe to the Internet via satellite
service through it's 200+ active partners who retail the service
to their dial-up subscribers residing predominately in rural areas
of the United States.

To deliver the Internet via satellite service, ISAT leases
capacity on two (2) of SES AMERICOM satellites, AMC6 and AMC4.
ISAT's primary service is delivered within the United States via
the AMC6 satellite, in the KU band, with service also being
offered to the C band dish market via the AMC4 satellite. The
Internet via satellite signal is uplinked to these satellites from
two (2) teleport facilities located in Georgia (Crawford
Communications) and Maryland (SES AMERICOM).

ISAT's management believes that its flagship high-speed Internet
solution, SatXpress, optimizes the structural economics of
satellite technologies while capitalizing on the satellite
strengths: One-way broadcasting. The wholesale broadband solution
combines standards-based satellite technology with terrestrial-
based dialup service allowing ISPs and rural telco operators to
brand this solution to reach consumers and businesses in areas
where broadband access is not available.

               About Internet Satellite Platform, Inc.

Internet Satellite Platform, Inc. is a privately held Florida
corporation established to leverage the best in Internet and
satellite technologies. The company's highly reliable and scalable
satellite-based platform enables ISAT to extend broadband Internet
services through its ISP and Data CLEC partners to subscribers
living primarily in rural areas of the U.S., Canada and Latin
America, where other forms of terrestrial (e.g. cable modem or
DSL) broadband services are not available. ISAT is 19.9% owned by
SES AMERICOM, the largest supplier of satellite services in the
United States. ISAT utilizes SES AMERICOM's hybrid AMC-6 satellite
optimized to serve the enterprise, Internet/ISP, VSAT, and media
markets. As a member of the SES GLOBAL family, SES AMERICOM is
able to provide end-to-end telecommunications solutions to any
region in the world. For further information on ISAT or its
solutions, visit http://www.isatplatform.com/


INTERNET SATELLITE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Internet Satellite Platform Inc.
        201 Park Place, Suite 106
        Altamonte Springs, Florida 32701

Bankruptcy Case No.: 04-06672

Type of Business: The Debtor is the leading provider of
                  wholesale satellite-based Internet services.
                  See http://www.isatplatform.com/

Chapter 11 Petition Date: June 9, 2004

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsels: Gavin D. Lee, Esq.
                   201 Park Place, Suite 204
                   Altamonte Springs, FL 32701
                   Tel: 407-339-5151

                   Robert B. Branson, Esq.
                   Law Office of Robert Branson
                   1524 East Livingston Street
                   Orlando, FL 32803
                   Tel: 407-894-6834
                   Fax: 407-896-7370

Total Assets: $577,946

Total Debts:  $577,946

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Crawford Communications, Inc.              $114,425

B2C2                                        $66,610

Baker & Mckinzie                            $63,890

Microsoft Capital Credit Corporation        $62,445

Main Data, s. r. b.                         $50,375

Saturn Distributing                         $36,927

SEC Capital Services                        $33,329

Mentat, Inc.                                $30,000

United Healthcare                           $27,167

Cisco Capital Credit Corporation            $24,300

Del Financial Services                      $16,299

Joseph E. Fritts                            $14,503

Red Rocket Incorporated                     $13,446

Hewlett Packard Financial Services          $13,026

Crawford Communications, Inc.               $12,781

Lorenzo Thompson CPA                        $10,000

Nextel Communications                        $5,103

Kischman Corporation                         $4,585

KarlNet, Inc.                                $4,008

Market Models                                $3,826


KAISER ALUMINUM: Retirees' Panel Taps ABD Insurance as Consultant
-----------------------------------------------------------------
Pursuant to Sections 1114(b)(2), 1103(a) and 328(a) of the
Bankruptcy Code, the Official Committee of Retired Salaried
Employees in Kaiser Aluminum Corporation's chapter 11 proceedings
ask the Court for permission to retain ABD Insurance & Financial
Services, Inc.  The Committee wants to retain ABD as its retiree
benefits consultant.  The Committee asks that the retention be
approved nunc pro tunc to March 4, 2004.

Retirees Committee Chairman John E. Daniel explains that the
Committee wants ABD to identify and evaluate the Retirees'
options for replacement medical and prescription drug insurance
coverage.  ABD will gather data concerning various options, will
explore the feasibility of, and compare the advantages and
disadvantages of the options, and will make recommendations to
the Retirees Committee with respect to the options and their
anticipated costs.

Terri Ezaki will serve as ABD's project leader for the
Engagement.  Ms. Ezaki has been an employee benefits broker and
consultant for 10 years and has placed medical coverage for both
active and retiree employees during her tenure.  Ms. Ezaki is
licensed as a Life Agent in the state of California.

ABD entered into a Scope of Services Agreement dated March 5,
2004, with the Kaiser Aluminum Salaried Retirees Association, an
association of retired salaried employees of the Debtors.  Under
the Engagement Agreement, KASRA agreed to pay a $30,000 fee to
ABD in full compensation for all services to be rendered by ABD
to the Retirees Committee, and all costs to be incurred by ABD,
in connection with the Engagement.  KASRA paid ABD's fee in three
$10,000 payments on March 30, 2004, April 15, 2004, and May 1,
2004.

KASRA agreed to advance ABD's $30,000 fee from its own funds for
the benefit of the Retirees Committee due to the termination date
for the Retirees' medical insurance coverage.  Because the
services to be rendered by ABD will benefit all of the Retirees
rather than just those Retirees who are members of KASRA, Mr.
Daniel asserts that ABD's fee is a Retirees Committee expense in
connection with performing its duties under Section 1114.
Accordingly, the Retirees Committee will seek reimbursement of
ABD's fee and will repay KASRA for the amounts advanced by it to
ABD.

Ms. Ezaki assures the Court that the firm does not represent or
hold any interest adverse to the Debtors, their estates, or any
party-in-interest, with respect to the matters on which it is to
be employed.

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)


KMART: Asks Court to Expunge Preference Defendants' $31M Claims
---------------------------------------------------------------
In reviewing their books and records, Kmart Corporation and its
debtor affiliates found that they made payments to three claimants
that were avoidable under Section 547 of the Bankruptcy Code.
Through preference actions, the Debtors sought to avoid certain
payments made to the Preference Defendants within 90 days of the
Petition Date.

In light of the payments made to the Preference Defendants,
Andrew Goldman, Esq., at Wilmer, Cutler, Pickering, LLP, in New
York, asserts that the Preference Defendants are no longer
entitled to a claim pursuant to Section 502(d).  It would be
unfair for the Preference Defendants to be permitted to assert
and receive a distribution on a claim as other creditors who have
not received similar payments may do.

Accordingly, the Debtors ask the Court to expunge the Preference
Defendants' claims:

   Claimant                     Claim No.        Claim Amount
   --------                     ---------        ------------
   Deloitte Consulting, LP        48934           $14,730,843
   Haas Racing, Inc.              53473             4,000,000
                                  41340            11,825,651
   Sun Trust Bank                 36401               945,000
                                  36526             1,125,000

(Kmart Bankruptcy News, Issue No. 77; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KOMTEK INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: KomTek, Inc.
        40 Rockdale Street
        Worcester, Massachusetts 01606

Bankruptcy Case No.: 04-44249

Type of Business: The Debtor is a manufacturing company that
                  offers casting and forging capabilities under
                  a single management structure.
                  See http://www.komtek-kei.com/

Chapter 11 Petition Date: July 26, 2004

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Steven A. Kressler, Esq.
                  Kressler & Kressler, P.C.
                  11 Pleasant Street, Suite 200
                  Worcester, MA 01609
                  Tel: 508-791-8411
                  Fax: 508-752-6168

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
The CIT Group                            $2,600,000
1211 Avenue of The Americas
New York, NY 10036

US Small Business Administration           $993,000
Thomas P. O'Neil Bldg., Causeway St.
Boston, MA 02205

Cannon-Muskegon Corp.                      $174,334

AllVac/Allegheny Teledyne Co.              $142,065

SMS Eumuco, Inc.                           $131,225

Peterboro Tool Co., Inc.                   $113,465

Carpenter Technology Corp.                 $103,506

Cartech, Inc.                              $101,811

Steel Workers Pension Trust                 $89,881

Commerce Bank                               $86,327

Northeastern University                     $86,093

Fleet Bank                                  $85,300

Massachusetts Electric                      $82,294

E.V.L. Tool & Mold Co., Inc.                $79,888

Stowe & Degon                               $75,000

Aerodyne Ulbrich Alloys, Inc.               $63,470

Mass Materials Research, Inc.               $61,517

IHS Inc.                                    $47,352

Rolled Alloys Inc.                          $43,831

Cameron & Mittleman LLP                     $41,930


LEADING BRANDS: Settles Litigation with Three Licensors
-------------------------------------------------------
All litigation and disputes among Futuristic Brands USA, Inc., New
Sun Beverages Company (USA) Inc., Zemper International, SA, and
Thomas C. Lines, -- the Licensors -- and Leading Brands, Inc.
(NASDAQ:LBIX) and its subsidiaries and its Chairman & CEO Ralph D.
McRae have been settled.  No payment was made to Leading Brands,
Inc. or its subsidiaries or management by or on behalf of any of
the Licensors and no payment was made by the Leading Brands or Mr.
McRae to any of the Licensors.

The Licensors withdraw and retract any of their statements in
respect of Leading Brands, Inc. or Ralph D. McRae.

In October 2003, the action was commenced seeking damages for
improper and fraudulent conduct by those persons and their
associates and to prevent the improper termination of three
license agreements.  Issues surrounding the three license
agreements then became the subject of a lawsuit and arbitration
proceeding pending in Massachusetts against the Company initiated
by certain of the licensors.

Leading Brands, Inc. and its subsidiaries are engaged in the
bottling, distribution, sales, merchandising and brand management
of beverages and food products across North America.  The Company
primarily operates in the following integrated activities:
beverage packaging, food and beverage sales and distribution, as
well as brand licensing and development.

At February 29, 2004, Leading Brands' stockholders' deficit
widened to $17,524,051 from a $15,676,561 deficit at February 28,
2003.


MACMILLAN GOLD: Reports Positive Development in Mexico Drilling
---------------------------------------------------------------
MacMillan Gold Corporation reports the additional positive results
from the Phase IV drilling program completed at the Cerro de Oro
Gold and Silver Property in Zacatecas, Mexico.  Thus far in 2004,
the Company has completed twenty-seven reverse circulation drill
holes totaling 4,389 metres.  Results for nine holes were released
May 13, 2004 with an additional twelve holes released July 08,
2004. The remaining six holes as shown in the attached table
include what are the most exciting results since we began drilling
on this property in July of 2003.  The highlight is Hole 54, which
intersected from surface 41.1 m. of 1.44 g Au/t, 119.9 g Ag/t,
1.73% lead and 1.55% zinc.

All drill holes were vertical 5-inch diameter reverse circulation
and were completed by Layne de Mexico, S.A. de C.V. under the
supervision of Mr. David Bending, P.Geo., Vice President of
Exploration for MacMillan, and a Qualified Person.

Samples collected from each 1.524 m. interval were assayed by BSI
Inspectorate Laboratories of Sparks, Nevada with sample
preparation completed at their Mexican facilities.  Reported
intercepts are approximate true widths.

Hole 23 was drilled in the South Contact Target and intersected
mineralization including 3.6 m. of 0.31 g Au/t and 9.2 g Ag/t.
MacMillan plans to follow up on the South Contact Target with
diamond drilling at greater depth.

Holes 50 and 51 were drilled in the San Leonides Target in the
central portion of the Cerro de Oro valley, which extends over 3
km east to west and over 2 km north to south.  Drill locations
were selected from targets identified in the Induced Polarization
surveys conducted in January 2004 by Zonge Engineering and
Research Organization. Visual results of the Induced Polarization
are disclosed at http://www.macmillangold.com. Hole 50
intersected 9.1 m. of 0.40 g Au/t and 10.9 g Ag/t including 1.5 m.
of 1.40 g Au/t and 33.7 g Ag/t. Hole 51 intersected 41.1 m. of
28.9 g Ag/t including 4.6 m. of 103.3 g Ag/t and separately 4.6 m.
of 52.6 g Ag/t with 0.26% zinc.  These holes continue to indicate
the potential for a large size disseminated gold and silver
deposit within the San Leonides Target.

Holes 52 and 53 were drilled to further explore the Maderito
Target discovered in Hole 29 reported May 13, 2004. Hole 29
intersected 30.5 m. of 0.81 g Au/t and 13.6 g Ag/t including 13.7
m. of 1.41 g Au/t, 14.0 g Ag/t and 0.17% zinc.  Hole 52
intersected 9.1 m. of 0.39 g Au/t including 3.0 m. of 0.58 g Au/t.
Hole 53 was weakly mineralized with no intersects to report.

Hole 54 was also drilled to test Maderito and intersected 41.1 m.
starting at surface of 1.44 g Au/t, 119.9 g Ag/t, 1.73% lead and
1.55% zinc.  This intersect included 10.7 m. starting at surface
of 2.0 g Au/t, 275.7 g Ag/t, 3.8% lead and 1.5% zinc.

Mr. George A. Brown, President, CEO and Director reports that the
strong values and proximity to surface of the Hole 54 intersects
combined with the excellent logistics at the Cerro de Oro provide
MacMillan with strong indications that Cerro has excellent
exploration growth potential.  Logistics include road access,
abundant water, an existing power line onto the property, and a
nearby functional mining community at Conception del Oro. A follow
up drilling program is now being planned with the aim of
determining whether a significant resource exists at Maderito.
Additional drilling will also be included at the numerous other
target areas at Cerro including the San Leonides.  The aim at San
Leonides will be to attempt to expand upon existing results from
the Induced Polarization targeted drilling to develop a resource
of large volume lower grade disseminated gold and silver.

Management feels there are many geological similarities at Cerro
to the poly-metallic deposit reported by Western Silver at their
Penesquito nearby in Zacatecas.  The next phase of drilling at
Cerro will include diamond drilling so that we can obtain more
precise structural and grade information particularly in the
contact zone targets such as the Maderito and the previously
productive Santa Rosa Zones.  Diamond drill core will also provide
samples of mineralized intervals, which can be utilized for
preliminary metallurgical testing.  Diamond drilling will also
enable the Company to test some targets at greater depth and test
areas where ground water made reverse circulation drilling less
reliable.  Targets for diamond drilling will be selected after we
complete our geological interpretation of all 56 drill holes to
date.

According to the Company, MacMillan is adequately funded to
complete all of the exploration programs budgeted for this year on
its eight Mexican gold and/or silver projects.  Management feels
that proceeding diligently with good methodical exploration
programs is the means to provide increased asset value over time
to our shareholders.

MacMillan Gold Corp. is a Canadian resource company listed on the
TSX Venture Exchanges: Symbol "MMG"

As of March 31, 2004, the Company reported a $13,865,383
stockholders deficit compared to a $13,689,919 deficit at
September 30, 2003.


MAJESCOR: Closes $700K Financing with 4 Quebec-based Institutions
-----------------------------------------------------------------
Majescor Resources agreed to sell via non-brokered private
placements 3.6 million units at a price of $0.25 per unit for a
total of $900,000.

Each unit consists of one common share and one common share
purchase warrant.  Each common share purchase warrant will be
exercisable for a period of 12 months at $0.30 and at a price of
$0.35 for a further 12 months.  All securities issued will be
subject to a four (4) month hold period.

The company closed $700,000 out of the $900,000 with four Quebec-
based institutions:

   -- SIDEX $200,000;
   -- James Bay Development Corporation $200,000;
   -- FTQ Nord du Qu,bec $200,000;
   -- SODEMEX I, II, $100,000.

The remaining $200,000 will close shortly.

Andre Audet, Chairman and Chief Executive Officer of Majescor
Resources commented, "We are very pleased to have the support of
the Quebec venture and regional development funds.  These funds
will help advance our key Portage project in the Otish Mountains".

Majescor is a well-funded exploration company with a large
portfolio of diamond properties in Quebec, as well as projects in
Nunavut with Diamonds North Resources, Ltd., in the Northwest
Territories with Tyhee NWT Corporation and Diamondex Resources,
and in the USA with Dunsmuir Ventures, Ltd., and Firestone
Diamonds, PLC.

As of February 29, 2004, Majescor's stockholders' deficit widened
to $6,856,435 from a $3,910,870 deficit at February 28, 2003.


MIRANT CORPORATION: Wants to Implement Employee Severance Plan
--------------------------------------------------------------
Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, informs Judge Lynn that aside from the Key Employee
Retention Program, Mirant Corporation and its debtor affiliates
intend to provide a severance plan for Management Council members
and to provide for the continuation of the Mirant Services
Severance Pay Plan currently in effect for non-Management Council
Key Employees until one year after the Debtors' emergence from
Chapter 11.  The Debtors believe that the implementation of a KERP
Severance Plan serves a different, but equally important, function
than the performance-based or stay-based payments that the Key
Employees would receive under the KERP.

Mr. Phelan explains that the KERP Severance Plan is intended to
provide financial downside protection to the Key Employees and
their families against a potential sudden loss of employment.  In
the absence of a downside protection, Mr. Phelan is concerned
that employees might feel compelled to leave the Debtors' employ
in search of the financial security that alternative employment
with an employer in a more stable environment would otherwise
provide.

Pursuant to Section 363(b) of the Bankruptcy Code, the Debtors
seek the Court's authority to:

    (a) implement the KERP Severance Plan;

    (b) continue the General Severance Plan currently in effect
        for non-Key Employees;

    (c) modify the Change in Control Documents; and

    (d) modify the severance waiver to exclude claims arising
        under Retention Agreements.

                        KERP Severance Plan

Mr. Phelan tells the Court that under the KERP Severance Plan,
until one year after the Debtors' emergence from Chapter 11,
Management Council Key Employees are entitled, upon termination
without cause, to a severance payment totaling 24 months' base
salary plus target Short-Term Incentive and 24 months of medical
benefits.  Under the KERP Severance Plan, non-Management Council
Key Employees are entitled, upon termination without cause, to
participate in the General Severance Plan the Court previously
approved until one year after the Debtors' emergence from
Chapter 11.

The Debtors believe that the availability of the KERP Severance
Plan during the year after emergence from Chapter 11 provides an
additional level of security as the Debtors approach their
emergence from Chapter 11.  Any amounts paid under the KERP
Severance Plan are in addition to amounts paid to a severed
employee under the terms of Phase I and Phase II of the KERP.

             Modification of Change in Control Benefits

Prior to the Petition Date, Mr. Phelan relates that the Debtors
implemented the Mirant Services LLC Change in Control Severance
Plan and the Mirant Services LLC Executive Change in Control
Severance Plan.  The Change in Control Severance Plans were
designed to provide severance benefits to the Debtors' employees
whose employment is terminated subsequent to a change in control
of Mirant.

In addition, prior to the Petition Date, the Debtors implemented
the Amended and Restated Mirant Corporation Change in Control
Benefit Plan Determination Policy.  The CIC Determination Policy
governs the determination of a "change in control" of Mirant and
the benefits to be provided to employees under certain benefit
plans in the event of a Change in Control.  Besides establishing
the definition of Change in Control, the CIC Determination Policy
provided for the vesting and payment of accrued obligations and
benefits under the Incentive Plan, Non-Qualified Benefit Plans,
Supplemental Compensation Plan, Retention Agreements and Change
in Control Agreements.  Furthermore, a number of senior
employees, some of whom are Key Employees, are parties to
prepetition change in control agreements with the Debtors that
provide for benefits that are in excess of entitlements under the
Change in Control Severance Plans.

The Debtors estimate that there are contingent claims against the
Debtors arising under the Change in Control Documents totaling in
excess of $110,000,000 in the aggregate.  About $22,000,000 of
the aggregate claim represents Key Employees' contingent claims
against the Debtors arising under the Change in Control
Documents.  As part of the global resolution of various
outstanding employee compensation and benefit issues identified
by the Examiner and as a condition precedent to implementation of
the KERP and the KERP Severance Plan with respect to any
particular employee and modification of the current General
Severance Plan, the Debtors will modify or otherwise terminate
the Change in Control Documents to eliminate any liability that
may be triggered by the Debtors' Chapter 11 cases or transactions
in connection with the Debtors' emergence from Chapter 11.

               Continuation of General Severance Plan

In addition to living with the day-to-day uncertainty regarding
their own job security during the Debtors' Chapter 11 cases, Mr.
Phelan says that the Debtors' employees also possess very real
and personal concerns about their job security upon and after the
Debtors' emergence from Chapter 11.  The Debtors have discussed
these concerns with the Examiner and have determined that
providing a greater degree of certainty with respect to employee
obligations is in the best interests of the Debtors as well as
their employees.  The Debtors believe that it is appropriate
that, in connection with the modification of the Change in
Control Documents, they continue the General Severance Plan
currently in effect for employees until one year after the
Debtors' emergence.  The Debtors believe that the availability of
the current General Severance Plan through the year after
emergence from Chapter 11 provides an additional level of
certainty as the Debtors approach emergence and that the Debtors'
employees value the certainty substantially more than they value
any contingent obligations owing under the Change in Control
Documents.

Thus, while payments to a severed employee under the previously
approved General Severance Plan or the KERP Severance Plan will
reduce any distribution that the employee is otherwise entitled
to receive on account of an allowed claim under any employment or
severance agreement, the receipt of enhanced severance will be in
lieu of entitlement to treatment as an administrative claim, any
claim a severed employee may have on account of any Retention
Agreements, employment agreements, severance agreements or
employee benefit plans.

                 Modification of Severance Waivers

Pursuant to the Court's order, dated November 19, 2003, employees
are not required to waive claims arising under "employment and/or
severance agreements" as a condition precedent to receiving
enhanced severance under the Debtors' General Severance Plan so
that they do not have to weigh the probability of a successful
recovery on contractual claims against the certainty of receiving
a relatively reduced severance payment while facing unemployment.
While the Debtors did not previously expressly include Retention
Agreements within the definition of "employment agreement" as
used in the November 19th Order, thereby requiring severed
employees to waive claims arising under their Retention
Agreements to receive enhanced severance, the Debtors believe
that it is appropriate that the term "employment agreement" be
expanded to include Retention Agreements, so that severed
employees under the General Severance Plan as well as the KERP
Severance Plan are not similarly compelled to weigh the
probability of a distribution on account of a contractual claim
under the Retention Agreements against the certainty of receiving
the enhanced severance.

Moreover, the Debtors have determined that waiving claims against
active employees for the recovery of amounts arising from the
Initial Funding is fair and reasonable and benefits the Debtors'
estates.  Although no litigation currently exists between the
parties, the threat of litigation exists in light of the
contentions by certain parties that the Initial Funding was
inappropriate and represents an avoidable transfer.
Nevertheless, the Debtors believe that the uncertainties and
costs associated with litigating the claims will outweigh the
benefits, if any, that would be derived from a successful
avoidable transfer action.

                        Retention Agreements

Prior to the Petition Date, the Debtors were parties to various
retention agreements with certain of their employees, including
certain of the Key Employees.  On the Petition Date, the Debtors
sought and obtained Court authority to make payments under the
Retention Agreements on an interim basis for 50 days.  With the
expiration of the initial 50-day period, the Debtors ceased
paying the employees under their Retention Agreements.
Accordingly, it is likely that employees who are parties to the
Retention Agreements have claims against the Debtors for unpaid
amounts arising under the Retention Agreements.

As part of their ongoing contract assessment analysis, the
Debtors anticipate that they will reject the Retention
Agreements.  The Debtors believe that the KERP will replace the
function of the Retention Agreements and assist the Debtors in
retaining employees entitled to participate in the KERP in a
manner that is more consistent with the Debtors' current goals
and circumstances than the terms of the Retention Agreements.
Nevertheless, to avoid a potential windfall as a result of the
implementation of the KERP to any Key Employee who also is party
to a Retention Agreement, any distributions based on allowed
claims under the Retention Agreements arising from payments
accruing after January 14, 2004 under the terms of the Retention
Agreements will be reduced by the amount of any of the Remaining
Payments and any payments under Phase II of the KERP paid to that
Key Employee.

Mr. Phelan contends that employees should not be compelled to
relinquish prepetition claims under Retention Agreements simply
because they need money currently to support their families while
they are unemployed.  The Debtors believe that it is appropriate
that the term "employment agreement" as used in the November 19th
Order be expanded to include Retention Agreements, so that
severed employees are not compelled to weigh the probability of a
distribution on account of a contractual claim against the
certainty of receiving the enhanced severance.  As provided in
the November 19th Order, any distributions an employee ultimately
receives on account of an allowed claim arising under a Retention
Agreement will be reduced by the amount of the severance payment.

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)


NEW WORLD PASTA: Committee Wants to Hire Fried Frank as Counsel
---------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in New World
Pasta Company and its debtor-affiliates' cases, ask the U.S.
Bankruptcy Court for the Middle District of Pennsylvania for
permission to hire Fried, Frank, Harris, Shriver & Jacobson LLP as
its counsel.

The Committee submits that it is necessary to employ Fried Frank
to ensure that the interests of all of the Debtors' creditors are
adequately represented in an efficient and effective manner.

Fried Frank will provide its expertise with respect to bankruptcy
and restructuring related issues and will act as general
bankruptcy counsel for the Committee. Specifically, Fried Frank
will:

   a) provide legal advice with respect to the Committee's
      rights and interests, including without limitation, in the
      review and negotiation of any plan of reorganization and
      related documents;

   b) respond on behalf of the Committee to any and all
      applications, motions, answers, orders, reports and other
      pleadings in connection with the administration of the
      estates in these cases;

   c) file pleadings, applications and adversary proceedings to
      the extent necessary on behalf of the Committee; and

   d) perform any other legal services requested by the
      Committee in connection with these Cases and the
      confirmation and implementation of a plan of
      reorganization in the Debtors' Cases. Fried Frank has
      indicated a willingness to act on behalf of the Committee
      in all of these respects.

Bonnie Steigart, Esq., reports that Fried Frank professionals
currently bill:

         Designation            Billing Rate
         -----------            ------------
         Partners               $595 to $925 per hour
         Of Counsel             $515 to $850 per hour
         Special Counsel        $515 to $590 per hour
         Associates             $275 to $465 per hour
         Legal Assistants       $130 to $205 per hour

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, it estimated debts and assets of
over $100 million.


OMEGA HEALTHCARE: Publishes Second Quarter 2004 Financial Results
-----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) reported its results
of operations for the quarter ended June 30, 2004. The Company
also reported Funds From Operations available to common
stockholders for the three months ended June 30, 2004 of
$5.1 million. The $5.1 million of FFO available to common
stockholders for the quarter includes the impact of $2.3 million
of non-cash preferred stock redemption charges and a $3.0 million
charge relating to professional liability claims associated with
the Company's former owned and operated facilities. The Company
has disposed of or re-leased all such facilities and no longer
operates any facilities. FFO is presented in accordance with the
guidelines for the calculation and reporting of FFO issued by the
National Association of Real Estate Investment Trusts.

                        GAAP Net Income

After adjusting for the loss from discontinued operations of $137
thousand for the three months ended June 30, 2004, the Company
reported a net loss available to common stockholders of
($376) thousand and operating revenues of $22.3 million. This
compares to net income available to common stockholders of
$1.8 million and operating revenues of $21.5 million for the same
period in 2003.

   Second Quarter 2004 Highlights And Other Recent Developments

   -- Increased the Company's $125 million revolving credit
      facility to $175 million.

   -- Fully redeemed the Company's $57.5 million, 9.25% Series A
      preferred stock.

   -- Completed two separate acquisitions totaling $35 million of
      new investments.

            Financing Activities And Borrowing Arrangements

               Credit Facility Increased to $175 Million

On April 30, 2004, the Company exercised its right to increase the
revolving commitments under its existing $125 million credit
facility by an additional $50 million, to $175 million. All other
terms of the credit facility, which closed on March 22, 2004,
remain the same. The increase of the credit facility's revolving
commitments provides the Company with a current undrawn and unused
balance of approximately $135 million. Bank of America, N.A.
serves as Administrative Agent for the credit facility.

                9.25% Series A Preferred Redemption

On April 30, 2004, the Company fully redeemed its 9.25% Series A
Cumulative Preferred Stock (NYSE:OHI PrA). The Company redeemed
the 2.3 million shares of Series A at a price of $25.57813,
comprising the $25 liquidation value and accrued dividend. Under
FASB-EITF Issue D-42, "The Effect on the Calculation of Earnings
per Share for the Redemption or Induced Conversion of Preferred
Stock," the repurchase of the Series A preferred stock resulted in
a non-cash charge to net income available to common shareholders
of approximately $2.3 million reflecting the write-off of the
original issuance costs of the Series A preferred stock. This non-
cash charge did not have any effect on the Company's net worth.

                    Second Quarter 2004 Results

Revenues for the three months ended June 30, 2004 were $22.3
million. Expenses for the three months ended June 30, 2004 totaled
$7.2 million, comprised of $5.4 million of depreciation and
amortization expense and $1.8 million of general, administrative
and legal expenses. Cash interest expense for the quarter was $5.8
million. In addition, the Company recorded a $3.0 million charge
associated with professional liability claims.

As a result of mediation discussions in late May and June, the
Company settled a number of professional liability claims that
were associated with the Company's former owned and operated
portfolio. "We are pleased to have settled the six most
problematic patient liability lawsuits that arose during 2000 and
2001," stated C. Taylor Pickett, President and Chief Executive
Officer of Omega Healthcare Investors, Inc. "With only five
lawsuits remaining, all of which have insurance coverage beyond
certain deductibles, we believe we have eliminated the balance
sheet risks that were created in 2000 and 2001 when Omega was the
licensed operator of certain facilities. Furthermore, the expense
recorded during the quarter is carved out of the covenants for
both our credit facility and our bonds; therefore, Omega is not
limited in any way, including our ability to pay dividends."

During the three-month period ended June 30, 2004, the Company
sold one closed facility realizing proceeds of approximately $50
thousand, net of closing costs and other expenses, resulting in a
loss of approximately $137 thousand.

                           FFO Results

For the three months ended June 30, 2004, reportable FFO available
to common stockholders was $5.1 million compared to $8.5 million
for the same period in 2003 due to the factors mentioned above.
The $5.1 million of FFO for the quarter includes the impact of
$2.3 million of non-cash preferred stock redemption charges and a
$3.0 million charge relating to professional liability legal
settlements associated with the Company's former owned and
operated facilities. FFO is presented in accordance with the
guidelines for the calculation and reporting of FFO issued by the
National Association of Real Estate Investment Trusts. However,
when excluding the $5.3 million of redemption and professional
liability claim charges described above in 2004 and certain non-
recurring revenue and expense items in 2003, adjusted FFO was
$10.5 million or $0.22 per common share compared to $11.2 million
or $0.21 per common share for the same period in 2003. For further
information, see the attached "Funds From Operations" schedule and
notes.

                       Portfolio Developments

                        Investment Activity

During the second quarter of 2004, the Company closed on new
investments totaling approximately $35 million. The investment
activity involved two separate transactions - one was the $26
million purchase of three facilities in New England and the other
was a $9.4 million acquisition of two facilities in Texas. Yields
for the two investments were 10.25% and 11%, respectively. Both
acquisitions were done on behalf of existing tenants and the
accompanying leases were combined with existing Master Leases.

Net investment activity for the quarter was $30 million reflecting
the payoff of a $4.6 million mortgage loan on 5 facilities in
Missouri.

                           Other Assets

                         Closed Facilities

On April 30, 2004, the Company sold one closed facility located in
Illinois for net proceeds of approximately $50,000, resulting in a
loss of approximately $137,000. At the time of this press release,
the Company has three remaining closed facilities with a total net
book value of approximately $1.8 million.

               Sun Healthcare Group, Inc. Common Stock

Under the Company's restructuring agreement with Sun, previously
announced on January 26, 2004, the Company received the right to
convert deferred base rent owed to the Company, totaling
approximately $7.8 million, into 800,000 shares of Sun's common
stock, subject to certain non-dilution provisions and the right of
Sun to pay cash in an amount equal to the value of that stock in
lieu of issuing stock to the Company.

On March 30, 2004, the Company notified Sun of its intention to
exercise its right to convert the deferred base rent into fully
paid and non-assessable shares of Sun's common stock. On April 16,
2004, the Company received a stock certificate for 760,000 shares
of Sun's common stock and cash in the amount of approximately $0.5
million in exchange for the remaining 40,000 shares of Sun's
common stock. The Company is accounting for these shares as
"available-for-sale marketable securities" with changes in market
value recorded in equity.

                        Dividends

On July 20, 2004, the Company's Board of Directors announced a
common stock dividend of $0.18 per share. The common stock
dividend will be paid August 16, 2004 to common stockholders of
record on July 30, 2004. At the date of this release, the Company
had approximately 46.6 million common shares outstanding.

Also on July 20, 2004, the Company's Board of Directors declared
its regular quarterly dividends for all classes of preferred
stock, payable August 16, 2004 to preferred stockholders of record
on July 30, 2004. Series B and Series D preferred stockholders of
record on July 30, 2004 will be paid dividends in the amount of
approximately $0.53906 and $0.52344, per preferred share,
respectively, on August 16, 2004. The liquidation preference for
each of the Company's Series B and D preferred stock is $25.00.
Regular quarterly preferred dividends represent dividends for the
period May 1, 2004 through July 31, 2004 for the Series B and
Series D preferred stock.

         2004 And 2005 Adjusted FFO Guidance Affirmed

The Company affirmed its 2004 adjusted FFO available to common
stockholders to be between $0.88 and $0.90 per common share and
its 2005 adjusted FFO available to common stockholders to be
between $0.96 and $0.98 per common share.

The Company's adjusted FFO guidance (and related GAAP earnings
projections) for 2004 and 2005 excludes the future impacts of
gains and losses on the sales of assets and the impact of
acquisitions, expenses related to nursing home operations,
additional divestitures, certain one-time revenue and expense
items and capital transactions.

Reconciliation of the FFO guidance to the Company's projected GAAP
earnings is provided on a schedule attached to this Press Release.
The Company may, from time to time, update its publicly announced
FFO guidance, but it is not obligated to do so.

The Company's FFO guidance is based on a number of assumptions,
which are subject to change and many of which are outside the
control of the Company. If actual results vary from these
assumptions, the Company's expectations may change. There can be
no assurance that the Company will achieve these results.

                       About the Company

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

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

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

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


PACIFIC USA: Committee Nixes Subordinated Debt Swap Transactions
----------------------------------------------------------------
On June 18, 2004, AutoCorp Equities, Inc. (OTCBB: ACOR) disclosed
the rescission of certain previously-reported transactions in
accordance with their terms.

As reported in AutoCorp's 10-KSB for 2003 on May 18, 2004,
AutoCorp entered into agreements to:

      (A) repurchase 94 million shares of its common stock from
          Pacific Holdings Group (PHG) in exchange for a $940,000
          subordinated note;

      (B) purchase 7 million shares of nStor Technologies, Inc.
          (AMEX: NSO) from PHG in exchange for a $2.8 million
          subordinated note; and

      (C) convert an open account payable by its Pacific Auto
          Group, Inc. subsidiary into a subordinated note due to
          PHG.

As part of these transactions, the holders of all of AutoCorp's
Series A and B Convertible Preferred Shares agreed to amend the
conversion rights so that they would be initially exercisable in
May 2006.

As also described in AutoCorp's 2003 10-KSB, AutoCorp's indirect
wholly-owned subsidiary,  American Finance Company, Inc. agreed in
April 2004 to sell the shares of its AFCO  Receivables Funding
Corporation subsidiary to Legacy Receivables Corporation, an
entity controlled by certain executive officers of AutoCorp in
exchange for a subordinated note.

AutoCorp's indirect majority shareholder is Pacific USA Holdings
Corp. (PUSA), which is a Chapter 11 debtor-in-possession in
bankruptcy case no. 02-80906-SAF filed in the United States
District Court, Northern District of Texas, on December 2, 2002.
Neither AutoCorp  nor any of its subsidiaries is in bankruptcy
proceedings.  As stated in the AutoCorp 2003 10-KSB, all the
above-described transactions were subject to rescission under
certain circumstances.  On June 9, 2004, the Official Committee of
Unsecured Creditors of PUSA exercised its right to demand the
rescission of these transactions.  Accordingly, PHG has rescinded
all of these transactions and American Finance Company, Inc. has
rescinded the transaction with Legacy.

AutoCorp also disclosed that it has been advised that, pursuant to
an action by the Board of Directors of PUSA, Michael McCraw is no
longer AutoCorp's Chief Financial Officer and,  further, that Jack
Takacs is not a Director or Chairman of AutoCorp's Board of
Directors.  Because a replacement Chief Financial Officer has not
been named, this vacancy may contribute to a delay in AutoCorp's
filing its March 31, 2004 10-QSB.

As stated in the 2003 AutoCorp 10-KSB, AutoCorp continues to
evaluate and pursue alternatives  for recapitalization and
improvement of its liquidity and profitability.  At present,
AutoCorp is partly dependent for operating funds on investments
from its direct and indirect corporate parents.  However, there
can be no assurance that such alternatives will result in
sufficient new capital for AutoCorp's requirements and no
assurance that AutoCorp will continue to receive financial support
from its direct and indirect corporate parents.


PANEL TOWN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Panel Town of Dayton, Inc.
        dba Flooring Outlet of Ohio
        6107 Brandt Pike
        Huber Heights, Ohio 45452

Bankruptcy Case No.: 04-36359

Chapter 11 Petition Date: July 23, 2004

Court: Southern District of Ohio (Dayton)

Judge: William A. Clark

Debtor's Counsel: Alfred Wm. Schneble, III, Esq.
                  Schneble, Cass & Assoc. Co. L.P.A.
                  11 W. Monument Ave., Suite 402
                  Dayton, OH 45402
                  Tel: 937-222-1232
                  Fax: 937-222-5622

Total Assets: $338,500

Total Debts:  $1,188,873

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Del Norte Refinance, LLC      Vehicles, inventory       $314,712
c/o SN Servicing Corporation  & assets, etc.
P.O. Box 54325                Secured value:
New Orleans, LA 70154-4325    $50,000

Internal Revenue Service      Federal Tax for Form      $264,731
c/o Special Procedures        940 (02 & 03)
Cincinnati, OH 45999          Federal Tax for Form
                              941 (02, 03 & 04)

Bishop Distributing           Goods                      $90,675

Ed Dillin                     Unpaid rent                $66,000

Palmer Donavin Manufacturing  Goods                      $53,892

Palmer Donavin Manufacturing                             $52,323

SBC                           Advertising                $40,799

NBC 22 / Fox 45               Advertising Channel        $30,000
                              22 and 45

Bruce Wholesale Flooring      Goods                      $25,856

Dealers Supply                Goods                      $25,000

Ohio Valley Flooring          Goods                      $25,000

Miami Valley Broadcasting     Advertising                $23,232

Key Bank                      Visa Credit Card           $21,000

Schnippel Construction, Inc.  Goods                      $19,000

Misco Shawnee, Inc.           Goods                      $17,242

Clem Lumber & Distributing    Goods                      $14,924

Robert Flaugher               Goods                      $12,875
                              Atty. for Medallion
                              Hardwood

Ohio Dept. of Taxation        Sales Tax for 2003 &       $10,000
                              2004

Time Warner                   Advertisement               $9,852

Verizon Wireless              Cell Phones                 $9,800


PARMALAT: Farmland Sells Kinnet Distribution Assets to CoolBrands
-----------------------------------------------------------------
CoolBrands International Inc. (TSX: COB.A) acquired from Parmalat
the Kinnet Dairy DSD ice cream distribution business located
primarily in the State of Georgia, with additional distribution
coverage in areas of Alabama and South Carolina.

Pursuant to the transaction, CoolBrands' wholly owned subsidiary,
Eskimo Pie Frozen Distribution, Inc., acquired the entire Kinnet
Dairy ice cream distribution business, including customer lists,
route lists, delivery vehicles, trademarks and inventory, from
Parmalat's subsidiary Farmland Dairies LLC for an undisclosed cash
purchase price.  The business and assets acquired by CoolBrands do
not include any business or assets related to Parmalat's Kinnet
Dairy milk business, which Parmalat continues to operate.

On July 7, 2003, CoolBrands acquired from Nestle substantially all
of its distribution assets in the U.S., making CoolBrands one of
only two "direct-store-door" (DSD) ice cream distribution systems
with broad penetration of major markets across the U.S. in the
grocery and convenience channels, including in the States of
Washington, Oregon, California, Utah, Florida, Georgia, Maryland,
Pennsylvania, New Jersey, Delaware and the District of Columbia.

"This acquisition expands our distribution footprint, adds
operational synergies and enhances our strategic value as a
favored vendor to retailers in the grocery and convenience
channels across the Southeast region," stated CoolBrands'
President and Co-Chief Executive Officer, David J. Stein.
"Acquiring smaller regional systems such as Kinnet Dairy is part
of our strategy of expanding and strengthening our DSD system."

                 About CoolBrands International

CoolBrands International is a leader in the consumer products and
franchising segments of the frozen dessert industry, marketing a
diverse range of frozen dessert products under nationally and
internationally recognized brand names.  CoolBrands is the pre-
eminent company in the fast-growing "better-for-you" ice cream
category with offerings such as fat free, non-dairy Whole Fruit
(TM) Sorbet, Weight Watchers(R) Smart Ones(R) low-fat and fat-free
frozen desserts and new Atkins(R) Endulge(TM) controlled
carbohydrate super premium ice cream.  CoolBrands also competes in
the super premium ice cream category with the Dreamery(R) Ice
Cream and Godiva(R) Ice Cream brands.  In addition, CoolBrands
markets a wide variety of "all family" premium ice creams, frozen
novelties and frozen desserts under the Eskimo Pie(R),
Chipwich(R), Tropicana(R), Welch's(R), Yoplait(R), Betty
Crocker(R) and Trix(R) brand names.

CoolBrands' subsidiary, Eskimo Pie Frozen Distribution, operates
the second largest "direct store delivery" (DSD) ice cream
distribution system in the U.S., serving these CoolBrands products
and a growing family of Partner Brands to supermarkets,
convenience stores and other retail customers.

CoolBrands' subsidiary, Americana Foods, is a leading U.S.
manufacturer and supplier of soft serve mixes, packaged ice
cream, frozen yogurt and sorbet products and frozen novelties to
well known national retailers, food companies and restaurant
chains.  Americana Foods also manufactures and sells products for
the foodservice channel, which are extensively used to
standardize quality and reduce labor costs in on-site food
preparation.

CoolBrands' Foodservice Division manufactures and sells premium
soft serve ice cream and frozen yogurt to the foodservice
industry.  CoolBrands also manufactures and sells a full line of
quality flavors, chocolate coatings, fudge sauces, powders for
chocolate milk, egg nog bases and other ingredients and flexible
packaging products for use in private label dairy products in
addition to the Company's brands.

CoolBrands also franchises and licenses frozen dessert outlets
operated under a Family of Brands including Tropicana(R)
Smoothies, Juices & More, Swensen's(R) Ice Cream, I Can't Believe
It's Yogurt(R), Yogen Fruz(R), Bresler's(R) Premium Ice Cream,
Golden Swirl(R) and Ice Cream Churn(R), with company-owned,
franchised and non-traditional partnership locations around the
world.

                      About Parmalat

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 to Escrow Member Agreement Payments
------------------------------------------------------------
Pegasus Satellite Communications, Inc. and its debtor affiliates
distribute DirecTV programming services in their distribution
territories pursuant to the NRTC/Member Agreements for Marketing
and Distribution of DBS Services, as amended, between the National
Rural Telecommunications Cooperative and certain of the Debtors.
In exchange for the rights and benefits granted to the Debtors
under the Member Agreements, the Debtors make substantial payments
to the NRTC.  A portion of the payments covers programming and
other costs billed by DirecTV, Inc., to NRTC for services
ultimately delivered to the Debtors' subscribers.  The remainder
of the payments reflects charges by the NRTC and DirecTV that are
unrelated to the costs of providing services to the Debtors'
subscribers.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, relates that certain of the payments are
"Margin" payments charged by the NRTC, not DirecTV, under the
Member Agreements.  As a cooperative, NRTC is permitted to charge
Margin to recover internal costs for the provision of DBS
services.  In the past, NRTC collected Margin in excess of its
costs.  The collection of excess Margin has manifested itself in
the cooperative realizing revenues in excess of its expenses,
producing Net Savings.  The Net Savings are allocated to NRTC's
patrons, including the Debtors, in the form of patronage
distributions and undistributed patronage capital carried on the
books of the NRTC.  The Debtors estimate that their patronage
capital, together with currently distributable amounts, totals
$95,000,000.

The Debtors make monthly payments to NRTC in arrears.  The
Debtors' current payment to NRTC was due July 12, 2004, and
covers the time period between May 15, 2004 and June 13, 2004.
The total amount invoiced for that payment is $31,400,000, of
which $11,500,000 is attributable to the postpetition period.  In
addition, as of the Petition Date, a payment was due to NRTC on
June 9, 2004, which covered the prepetition time period between
April 15, 2004 and May 14, 2004.  The invoiced amount for that
time period was $31,500,000 and the Debtors have not paid that
prepetition amount due to NRTC.

NRTC has announced the termination of the Member Agreements
between the Debtors and NRTC effective August 31, 2004.  NRTC and
DirecTV have also announced the termination of the DBS Agreement
effective June 1, 2004.  As a result of the purported
termination, NRTC has not, and is allegedly not able, to fully
perform its obligations to the Debtors under the Member
Agreements to provide them with exclusive rights to distribute
DirecTV services in their territories.  NRTC has also directed
the Debtors to remit invoice payments to DirecTV rather than to
NRTC and has purportedly assigned an interest in the Debtors'
Subscriber information to DirecTV.

The Debtors seek the Court's authority to pay into the Registry of
the Court, the amounts invoiced for postpetition services that
NRTC may assert it is owed under the Member Agreements, which will
be held in escrow.  This is pending the Court's determination:

    -- of the reasonable value of the services provided by NRTC to
       the Debtors during the postpetition period; and

    -- of whether NRTC is a net creditor or debtor of these
       estates after consideration of the Debtors' recoupment or
       set-off arguments.

In the alternative, the Debtors seek the Court's authority to
establish an escrow account outside of the Court's Registry, but
under which a Court order is required for disbursements.  Mr.
Keach clarifies that the Debtors are not requesting authority to
assume the Member Agreements or to pay any prepetition claims of
the NRTC.  The Debtors reserve all rights to object to any of
NRTC's claims.

Mr. Keach asserts that the Debtors intend to honor all
postpetition obligations properly imposed on them pursuant to the
Member Agreements.  However, NRTC has not performed its
obligations to the Debtors under the Member Agreements since the
Petition Date.  The Debtors believe that the payments required by
the Member Agreements during the postpetition period, which may
be $30 to $35 million per month, grossly overstate the reasonable
value of services received by their estates.  The Member
Agreements expressly provide the Debtors the exclusive rights to
distribute DirecTV services in their exclusive territories and
require NRTC to maintain the confidentiality of the Debtors'
subscriber information.  The monthly fees required by the Member
Agreements are in consideration of NRTC's obligations.  Since the
Petition Date, the Debtors have not received the benefit of their
bargain under the Member Agreements.  To the contrary, DirecTV is
openly soliciting and activating subscribers in the Debtors'
exclusive territories, using the Debtors' Subscriber information.

Furthermore, the Debtors believe that they may have significant
recoupment or set-off rights against the NRTC for accrued but
unpaid excess Margin and patronage in addition to any other
future recoveries from the adversary proceeding commenced against
NRTC.

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)


PG&E CORP: To Webcast 2nd Quarter Earnings Result on August 3
-------------------------------------------------------------
PG&E Corporation (NYSE: PCG) will discuss Second Quarter 2004
Earnings live over the Internet on Tuesday, August 3, 2004 at 9:00
a.m. EDT.

To access the live webcast, log on to PG&E Corp.'s website at:

     http://www.pgecorp.com/financial/news/conference_calls.html

or call Investor Relations at 415-267-7080.

If you are unable to participate during the live webcast, the call
will be archived at http://www.pgecorp.com/Alternatively, a toll-
free replay of the conference call may be accessed shortly after
the live call through 9:00 p.m. EDT, August 10 by dialing 877-470-
0867. International callers may dial 402-220-0642.

PG&E Corporation is an energy-based holding company, headquartered
in San Francisco, California. Its operations include electric
generation, natural gas and electric transmission, and utility
distribution. It is the parent company of Pacific Gas and Electric
Company.

As previously announced, in February 2004, the Board voted to
terminate the Corporation's then-existing shareholder rights plan
upon Pacific Gas and Electric Company's exit from Chapter 11.
Pacific Gas and Electric Company emerged from Chapter 11 on April
12, 2004, and the rights that previously had been issued under the
plan expired on that date.


POLINA TAXI INC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Polina Taxi, Inc.
        9331 A Banes Street
        Philadelphia, Pennsylvania 19115

Bankruptcy Case No.: 04-30145

Chapter 11 Petition Date: July 26, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Albert A. Ciardi III, Esq.
                  Janssen Keenan & Ciardi, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 2050
                  Philadelphia, PA 19103
                  Tel: 215-599-7281
                  Fax: 215-665-8887

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Banco Popular North America                $830,000
120 Broadway, 16th Floor
New York, NY 10271

Tomorrow's Financing, Inc.                 $167,507

E.S.A. Financial Inc.                       $80,000


PURE TECH: Stockholders' Deficit Narrows to $8.8 Mil. at June 30
----------------------------------------------------------------
Pure Technologies Ltd., TSX-V: PUR, reports total revenues of
$3,067,000 for the second quarter of 2004 and year to date revenue
of $5,045,000 for the six months ended June 30, 2004.  This
compares with revenues of $1,335,000 and $2,808,000 for the
respective periods in 2003.

Pure experienced significant sales growth during the quarter
providing earnings of $0.04 per share (basic and diluted).  Year-
to-date revenue has already surpassed total revenue for 2003.
Pure has also been able to maintain strong margins for the quarter
and we expect this trend to continue.

During the quarter Pure began work on a major contract for the
Great Man-Made River Authority in Libya.  This contract is ongoing
and will generate further revenues for the remainder of the year.
In addition technical support revenues will continue into 2005.
Pure has been working closely with this client for over four years
providing state-of-the-art infrastructure monitoring technologies
to assist in the management of this water resources project.

Work also began on two new building projects, one in Canada and
one in the United States, and on multiple water and wastewater
monitoring projects.  The water and wastewater industry segment is
growing quickly and should provide increasing revenues for the
quarters to follow.

Pure continue to devote significant resources to research and
development, both for current technologies and new complementary
technologies.  Pure will continue to expand and protect its
intellectual property.  Significant patents are pending and as
previously announced the Company satisfactorily settled its patent
infringement suit against Physical Acoustics Corporation of New
Jersey.

Expansion of our marketing efforts has and will continue to be a
key focus of the Company.  Proceeds from the private placement
completed in the first quarter and the second private placement
closed subsequent to the second quarter will help facilitate this.

At June 30, 2004, Pure Technologies stockholders' deficit narrowed
to $8,821,000.  At December 31, 2003, the company's equity deficit
was pegged at $9,884,000.

                         About the Company

Pure Technologies is an international technology company, which
has developed patented and proprietary technologies for management
and surveillance of critical infrastructure.  Applications for
these technologies include bridges, pipelines, nuclear power
plants, high-rise buildings, parking structures and other
structures throughout the world.  Pure designs and supplies the
systems and provides continuing remote monitoring and technical
support from its headquarters in Calgary, Canada, its subsidiary
in the United States, and a strategic partnership overseas.


RCN CORPORATION: Five Entities Disclose Equity Interests
--------------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, two RCN Corporation officers report their direct and
beneficial ownership of non-derivative securities of RCN
Corporation:

                                                  No. of
     Name                    Position             Shares
     ----                    ---------            ------
     Michael J. Angi         Senior VP             5,000

     Deborah M. Royster      Senior VP            10,000
                             Gen. Counsel &
                             Corp. Secretary

Mr. Angi owns restricted Common Stock granted under the RCN
Corporation 1997 Equity Incentive Plan on September 30, 2002.
The Stock will vest 100% on September 30, 2005.

Ms. Royster owns restricted Common Stock granted under the 1997
Equity Incentive Plan on May 12, 2003.  The Stock will vest 100%
on May 12, 2005.

Mr. Angi also owns stock options for 20,000 RCN shares, which
expire on September 30, 2007.  The stock options were granted
under the 1997 Equity Incentive Plan on September 30, 2002.  As
of September 30, 2003, 6,667 options are vested.

Ms. Royster owns stock options for 15,000 RCN shares, which
expire on May 12, 2008.  Ms. Royster's stock options were granted
under the 1997 Equity Incentive Plan on May 12, 2003.  As of
May 12, 2004, 5,000 options are vested.

The remaining options for both Mr. Angi and Ms. Royster will vest
in equal installments over the second and third anniversary of
the grant date.

Three entities notify the U.S. Bankruptcy Court for the Southern
District of New York that they beneficially own shares of RCN
common stock.  Specifically:

   (a) as of July 12, 2004, Vulcan Ventures, Inc., became the
       beneficial owner of 1,222,250 shares of Series B Preferred
       Stock, which Vulcan Ventures acquired on February 28,
       2000;

   (b) as of March 31, 2004, HM4 RCN Partners became the
       beneficial owner of Series A 7% Senior Convertible
       Preferred Stock:

          No. of Shares             Date Acquired
          -------------             -------------
             250,000                  04/07/1999
               4,083                  06/30/1999
               4,446                  09/30/1999
               4,524                  12/31/1999
               4,603                  03/31/2000
               4,684                  06/30/2000
               4,766                  09/30/2000
               4,849                  12/31/2000
               4,934                  03/31/2001
               5,021                  06/30/2001
               5,108                  09/30/2001
               5,198                  12/31/2001
               5,289                  03/31/2002
               5,381                  06/30/2002
               5,476                  09/30/2002
               5,571                  12/31/2002
               5,669                  03/31/2003
               5,768                  06/30/2003
               5,869                  09/30/2003
               5,972                  12/31/2003
               6,076                  03/31/2004

   (c) as of July 12, 2004, Wells Fargo & Company became the
       beneficial owner of:

       No. of Shares    Date Acquired   Class or Series of Stock
       -------------    -------------   ------------------------
           247,009        12/29/2003    Series B Convertible
                                        Preferred Stock

        11,424,810        12/29/2003    Series B Common Stock

             4,323        03/31/2004    Series B Senior
                                        Convertible Preferred
                                        Stock

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


RELIANCE FINANCIAL: Overview of Bank Committee's 2nd Amended Plan
-----------------------------------------------------------------
On July 6, 2004, the Official Unsecured Bank Committee delivered
its Second Amended Plan of Reorganization and First Amended
Disclosure Statement for Reliance Financial Services Corporation
to the U.S. Bankruptcy Court in Manhattan.  The First Amended
Disclosure Statement was approved on July 7.

The Second Amended Plan and Disclosure Statement explains that the
Section 847 Refund recoveries and other tax assets will not be
available if Reorganized RFSC liquidates.  If the Chapter 11 Case
is converted to a Chapter 7, it is unlikely that there will be a
recovery by Reorganized RFSC from the Section 847 Refunds and
other tax assets.

To the extent that Claim Holders opt-out of assigning their
Litigation Claims to Reliance Group Holdings, Inc., they will not
be entitled to receive RFSC Litigation Proceeds.  Members of
Classes 2 and 4a without Litigation Claims will share in any
distribution of the RFSC Litigation Proceeds, unless they have
elected to opt-out.

The Second Amended Plan notes that $461,479,986 in Class 4a
Claims has been asserted.  However, the Bank Committee and the
Official Committee of Unsecured Creditors intend to object to all
4a Claims.  As a result, the amount of General Unsecured Claims
allowed by the Court will likely be significantly less.

The Second Amended Plan clarifies the Release Provisions.  The
Plan will not release a party from liability arising from willful
misconduct, gross negligence, intentional fraud or breach of
fiduciary duty that resulted in personal profit at the expense of
the estate.  The Plan will not release any party for knowing
misuse of confidential information.  The Plan will not limit the
liability of the Debtors', RGH's or the Committees' professionals
to their clients.

The releases do not cover former and current directors, officers
and executives of Reorganized RFSC and RGH from actions prior to
June 12, 2001.  This includes events connected to the Reliance
D&O Action or other actions by M. Diane Koken, the Insurance
Commissioner of the Commonwealth of Pennsylvania, as Liquidator
of Reliance Insurance Company.

The Second Amended Plan prohibits any transfer of New RFSC Common
Stock amounting to over 50% that would cause an "ownership
change" for tax purposes.  There will be no transfer of shares of
New RFSC Common Stock that would result in Reorganized RFSC
becoming a member of an affiliated group of corporations.

During the first 35 days after the first anniversary of the
Effective Date, shares of New RFSC Common Stock may only be
transferred pursuant to a tender offer by High River, LP, or its
affiliates.  The tender offer will be extended to all holders of
New RFSC Common Stock to tender their shares, up to a maximum of
49.9% of the outstanding shares.  If more than 49.9% of the New
RFSC Common Stock are tendered, the shares will be purchased on a
pro rata basis, based on the number of shares tendered by each
holder.  If High River and its affiliates would own less than 80%
of New RFSC Common Stock, the tender offer will be withdrawn, all
tendered shares returned to their holders and no transfer will be
permitted.

The Holder of an Allowed Liquidator Claim is entitled to full
settlement in exchange for its Claim, the payments under the Tax
Sharing Agreement and the PA Settlement Agreement, which includes
50% of the Section 847 Refunds and the Liquidator D&O Litigation
Proceeds.  To the extent payments are provided for under both
Agreements, the arrangement will not result in duplicate
payments.

After the Effective Date and as soon as the disposition of the
books and records of RFSC and Reorganized RFSC is legally
feasible, the CEO will seek to dispose of the books and records,
with notice to the Liquidator and other interested parties.  If
the Liquidator requires the books and records or determines that
they should not be disposed of, the Liquidator will be allowed
the opportunity to take possession of the books and records.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RENT-A-CENTER: Second Quarter Revenues Climb to $573 Million
------------------------------------------------------------
Rent-A-Center, Inc. (Nasdaq/NNM:RCII), the leading rent-to-own
operator in the U.S., reported quarterly revenues and net earnings
for the period ended June 30, 2004.

The Company, the nation's largest rent-to-own operator, had total
revenues for the quarter ended June 30, 2004, of $573 million, a
$19.7 million increase from $553.3 million for the same period in
the prior year. This increase of 3.6% in revenues was primarily
driven by incremental revenues generated in new and acquired
stores, offset by a decrease in same store sales of 2.3%.

Net earnings for the quarter ended June 30, 2004, were
$51.2 million representing an increase of 6.9% over $0.58 per
diluted share, or net earnings of $52.3 million, when excluding
the charges discussed below, reported for the same period in the
prior year. The increase in earnings per diluted share is
primarily the result of lower interest expense as well as a
reduction in the number of the Company's outstanding shares,
offset by a slight decrease in net earnings attributable to an
increase in operating expenses related to new store openings as
well as the recently closed and integrated acquisitions of Rainbow
Rentals and Rent-Rite.

Net earnings for the six months ended June 30, 2004, were
$103.4 million representing an increase of 8.7% over $1.15 per
diluted share, or net earnings of $103.3 million, when excluding
the charges discussed below, for the same period in the prior
year. Total revenues for the six months ended June 30, 2004,
increased to $1,158.4 million from $1,119.7 million in 2003,
representing an increase of 3.5%. Same store revenues for the six-
month period ending June 30, 2004, decreased 2.2%.

Through the six-month period ended June 30, 2004, the Company
generated cash flow from operations of approximately
$199.7 million, an increase of over 30% for the same period of the
prior year, while ending the quarter with $86.2 million of cash on
hand. The Company also announced that its Board of Directors has
increased the authorization for stock repurchases under the
Company's common stock repurchase program to $200 million. Through
the six month period ended June 30, 2004, the Company repurchased
2,621,400 shares for $77.3 million in cash under the program and
has utilized a total of $104.2 million of the total amount
authorized by its Board of Directors since the inception of the
plan.

"We are pleased to be reporting diluted earnings per share of
$0.62, the high side of our guidance for the quarter," commented
Mark E. Speese, the Company's Chairman and Chief Executive
Officer. "While we have seen an increase in total revenues, as
expected, our net earnings are slightly below last year,
reflecting the temporary impact of our two recent acquisitions,
our new store initiatives, as well as the impact on our same store
sales from, among other things, higher fuel and energy costs that
burden our customer." Speese continued, "We continue to believe
the recent acquisitions will add approximately $27 million to our
operating profits in 2005 as our proven business model takes root
in the acquired stores." Speese added, "Therefore, we intend to
continue pursuing our long term strategic initiative of increasing
our store base between 5% and 10% annually for the next several
years, realizing the negative impact on our same store sales
resulting from cannibalization as we strategically open stores
near market areas served by existing stores in order to meet
customer service objectives, gain incremental sales and increase
market penetration."

During the second quarter of 2004, the Company opened 25 new
locations and acquired 161 additional stores while consolidating
12 locations into existing stores. The Company also purchased
accounts from 63 additional locations during the second quarter of
2004. Since June 30, 2004, the Company has opened four additional
new stores while consolidating one location into an existing
store.

During the second quarter of 2003, the Company recorded
$27.7 million in pre-tax charges associated with its
recapitalization. These charges reduced diluted earnings per share
in the second quarter of 2003 by $0.19 to the reported diluted
earnings per share of $0.39. Additionally, these charges reduced
diluted earnings per share for the six month period ended June 30,
2003, by $0.19 to the reported diluted earnings per share of
$0.95.

                  Third Quarter 2004 Guidance

                           Revenues

   -- The Company expects total revenues to be in the range of
      $585 million to $590 million.

   -- Store rental and fee revenues are expected to be between
      $529 million and $534 million.

   -- Total store revenues are expected to be in the range of $572
      million to $577 million.

   -- Same store sales are expected to be in the (1.5%) to (2.5%)
      range.

   -- The Company expects to open 20-25 new store locations.

                              Expenses

   -- The Company expects depreciation of rental merchandise to be
      between 21.5% and 21.9% of store rental and fee revenue and
      cost of goods merchandise sales to be between 73% and 78% of
      store merchandise sales.

   -- Store salaries and other expenses are expected to be in the
      range of 56.0% and 57.5% of total store revenue.

   -- General and administrative expenses are expected to be
      between 3.2% and 3.4% of total revenue.

   -- Net interest expense is expected to be approximately $9.0
      million and amortization is expected to be approximately
      $3.0 million.

   -- The effective tax rate is expected to be between
      approximately 37.5% and 38.0% of pre-tax income.

   -- Diluted earnings per share are estimated to be in the range
      of $0.58 to $0.60.

   -- Diluted shares outstanding are estimated to be between 81.0
      million and 82.0 million shares.

                        Fiscal 2004 Guidance

                              Revenues

   -- The Company expects total revenues to be in the range of
      $2.36 billion and $2.38 billion.

   -- Store rental and fee revenues are expected to be between
      $2.10 billion and $2.12 billion.

   -- Total store revenues are expected to be in the range of
      $2.30 billion and $2.32 billion.

   -- Same store sales are expected to be in the (1.0%) to (2.0%)
      range.

   -- The Company expects to open approximately 100 new store
      locations.
                           Expenses

   -- The Company expects depreciation of rental merchandise to be
      between 21.5% and 21.9% of store rental and fee revenue and
      cost of goods merchandise sales to be between 72% and 76% of
      store merchandise sales.

   -- Store salaries and other expenses are expected to be in the
      range of 54.0% and 55.5% of total store revenue.

   -- General and administrative expenses are expected to be
      between 3.1% and 3.3% of total revenue.

   -- Net interest expense is expected to be between $35.0 million
      and $40.0 million and amortization of intangibles is
      expected to be approximately $11.0 million.

   -- The effective tax rate is expected to be between
      approximately 37.5% and 38.0% of pre-tax income.

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

                         *   *   *

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

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


SAFETY-KLEEN: JPMorgan to Acquire European Unit for EUR273,500,000
------------------------------------------------------------------
JPMorgan Partners, the private equity arm of J.P. Morgan Chase &
Co. (NYSE: JPM) signed a definitive agreement under which JPMP
will acquire Safety-Kleen Europe Ltd. from Electra Partners.  The
acquisition is valued at EUR273.5 million, with JPMP acquiring the
majority of the Company.  The senior team will roll-over a
substantial proportion of their shareholding and will continue to
lead the business.

Based in Isleworth, England, Safety-Kleen is Europe's leading
service provider for solvent and aqueous-based parts washers,
spray gun cleaners and brake cleaners, servicing both automotive
and general industrial customers.  Through rapid organic growth
and geographical expansion, Safety-Kleen has consistently grown
revenue and profitability over the last 12 years.  Today, the
Company services and continues to grow an installed base of
115,000 Company-owned machines at the premises of 100,000
customers across 12 European Countries.

"We are very proud of what we have accomplished at Safety-Kleen
Europe over the last five years. Our strong organic growth has
been driven by 1,200 dedicated Safety-Kleen people delivering
services every day to customers throughout our network.  We look
forward, with great confidence, to Safety-Kleen's future growth
and success in partnership with JPMorgan Partners, a private
equity firm which shares our vision for the business and which can
help us develop through access to its global network, capital base
and financial expertise," said Hyman Bielsky, Safety-Kleen CEO.

"Safety-Kleen is a first class company with a first class
management.  JPMorgan Partners is delighted to have the
opportunity to partner with this team and to support them in
taking the company to its next stage of development.  The business
is ideally positioned for strong future growth and profitability,
through further penetration of the industrial market and continued
geographic expansion," said Tom Walker, Partner at JPMP.

ING Barings served as financial adviser to JPMP with respect to
this acquisition.  Completion of the transaction, which is subject
to normal merger clearances, is expected to occur in August 2004.

                   Sale Agreement Conditional

Electra Investment Trust says that the completion of the
Transaction is conditional upon Irish and German competition
clearance.  It is presently expected that a competition clearance
decision will be made no later than mid-August 2004.

If the Transaction is completed, proceeds attributable to Electra
are expected to amount to circa GBP100 million which would give
rise to an uplift in Electra's net asset value per share of at
least 45p over the 31 March 2004 valuation of Safety-Kleen.

Electra invested GBP22.3 million in Safety-Kleen Europe in 1998 in
the management buy-out of Safety-Kleen.  (Safety-Kleen Bankruptcy
News, Issue No. 80; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SONIC ENVIRONMENTAL: Resumes Stock Trading on TSX Venture Exchange
------------------------------------------------------------------
Effective at 9:30 a.m., PST, July 26, 2004, Sonic Environmental
Solutions, Inc. shares resumed trading in the TSX Venture
Exchange.

Trading in the shares of the Company was halted at the request of
the Company, pending an announcement. This regulatory halt is
imposed by Market Regulation Services, the Market Regulator of the
Exchange pursuant to the provisions of Section 10.9(1) of the
Universal Market Integrity Rules.

The Company holds patents for low frequency sonic energy generator
technology and proprietary processes to remediate Polychlorinated
Biphenyls contaminated soils.

As of March 31, 2004, the Company has not yet developed its
technology to commercial production.  The ability of the Company
to realize the costs it has incurred to date on this technology is
dependent on the Company being able to commercialize the
technology and to operate its business without infringing on the
proprietary rights of third parties or having third parties
circumvent the Company's rights.

As of March 31, 2004, the company reported a CDN$2,138,228
stockholders' deficit compared to a CDN$1,717,111 deficit at
December 31, 2003.


SPEEDWARE LIMITED: Secures 15 New Contracts Worth Over $4 Million
-----------------------------------------------------------------
Speedware Ltd., a Hewlett-Packard Platinum Partner, signed 15 new
HP e3000 migration contracts worth over $4 million in the past
three months.  These software and services revenues, which will be
recognized over the next several quarters, primarily related to
the sale of licenses of Speedware's migration toolset, known as
AMXW.

Numerous companies rely on mission-critical enterprise
applications and databases that run on the HP e3000, a widely-used
Hewlett-Packard server that is being discontinued.  To take
advantage of this opportunity, Speedware now offers comprehensive
migration solutions designed to protect these companies' assets
and ensure business continuity as they move toward new computing
platforms, including UNIX and Windows. Headlining Speedware's
suite of solutions is AMXW, a software toolset designed to migrate
third-generation language applications, such as those written in
COBOL or C.  Speedware acquired the AMXW solution one year ago as
part of its ongoing growth strategy.  The strategy is gaining
traction in the market and therefore creating a significant new
source of revenue.

"We have invested significantly in our product offerings in recent
years, both through internal initiatives and external
acquisitions, and we are very proud of our ongoing success," said
Andy Kulakowski, Chief Operating Officer of Speedware Ltd. "These
new contracts confirm Speedware's leadership position in the HP
e3000 migration market space."

Speedware offers solutions to migrate a variety of third- and
fourth-generation language applications, databases, system
utilities and third-party technologies toward open systems.  In
addition, Speedware distributes and supports several third-party
complementary technologies, including Eloquence and Edwin, two
products developed by Speedware's European business partners.

                      About Speedware Ltd.

Speedware Ltd., a subsidiary of Speedware Corporation Inc. (TSX:
SPW), is a leading provider of complete HP e3000 migration
solutions, enterprise business intelligence software and
application development technology.  With a distribution network
spanning 35 countries, Speedware offers market leaders end-to-end
solutions to enhance their competitive advantage.  Celebrating
over 25 years in business, Speedware also provides professional
consulting services and industry-certified technical support. For
more information, visit Speedware on the Web at
http://www.speedware.com/migration

Speedware Corporation is a leading provider of enterprise IT
solutions, through its two operating companies Enterprise Computer
Systems Inc. and Speedware Ltd.  The Company's Enterprise
Application Solutions segment consists of the operations of ECS,
based in Greenville, South Carolina.  Its offerings include
enterprise resource planning, document management, data analytics,
reporting, e-commerce and dispatch software solutions, as well as
support and professional services which are focused on the
building materials market.  ECS is a leader in the building
materials market with over 2,200 installed sites worldwide.
Speedware Ltd., the Company's Development and Analytics Tools
segment, offers industry-specific business intelligence solutions,
application development technology and HP e3000 migration
solutions.  Speedware Ltd. has been in business for over 25 years
and its products are distributed internationally, both directly
and indirectly through business partners.

Speedware Corporation stockholders' deficit narrowed to
CDN$12,540,000 at March 31, 2004. At September 30, 2003, the
company posted a CDN$14,904,000 deficit.


SPIEGEL: SEC Revokes Class A Registration After Settlement Offer
---------------------------------------------------------------
The Spiegel Group reports that on July 23, 2004, the Securities
and Exchange Commission entered an order, pursuant to Section
12(j) of the Securities Exchange Act of 1934, as amended, that
immediately revokes the registration of the Class A common shares
of Spiegel, Inc. The Commission entered this order pursuant to an
Offer of Settlement submitted by Spiegel, Inc. in connection with
the pending investigation of the Company by the Commission.

As a result of the entry of the order, no member of a national
securities exchange, broker, or dealer shall make use of the mails
or any means of instrumentality of interstate commerce to effect
any transaction in, or to induce the purchase or sale of the
Shares.

As a result of the Commission's order, the Company is no longer
required to and does not anticipate making filings of annual,
quarterly or other reports pursuant to Section 13(a) of the
Exchange Act. Information about the Company will be available
through the "Reorganization Information" section of its Web site
at http://www.thespiegelgroup.com/

A copy of the order is available on the Commission's Web site at
http://www.sec.gov/

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts.


STERLING FINANCIAL: Reports Improved Second Quarter Results
-----------------------------------------------------------
Sterling Financial Corporation (Nasdaq: STSA) reported core
earnings of $13.53 million for the quarter ended June 30, 2004.
This compares with core earnings of $8.5 million for the quarter
ended June 30, 2003. Core earnings exclude merger and acquisition
costs, net gains on sales of securities, and a charge for costs
related to early repayment of debt, net of tax. Earnings excluding
these items were $13.48 million for the first quarter of 2004.
This compares with earnings of $9.5 million for the prior year's
comparable quarter.

Core earnings for the six months ended June 30, 2004, were $26.5
million which compares with core earnings of $16.4 million for
last year's comparable six-month period. Earnings excluding the
core earnings adjustments for the six months ended June 30, 2004
were $25.5 million compared to $17.3 million, or $1.08 per diluted
share for the prior year's comparable period. Earnings for both
the three- and six-month periods ended June 30, 2004, reflect
continued increases in net interest income and other income that
were primarily due to the completion of the merger of Klamath
First Bancorp, Inc., into Sterling earlier in the year.

Harold B. Gilkey, chairman and CEO, said, "We are extremely
pleased with the results of the second quarter which keep Sterling
on its profitability trend line for 2004. Our core earnings for
the quarter increased 59% from last year's second quarter and
highlight the success of our business plan."

Mr. Gilkey commented further, "Improved performance of Sterling's
key business lines - retail banking, corporate banking and
business banking -- contributed to the quarter's results. We have
successfully integrated the new branches acquired from the Klamath
merger to now focus on production. The new branches have achieved
notable performance as reflected by the growth in deposits and the
significant increase in consumer loans."

                     Second Quarter Highlights

     * Core earnings were $13.5 million for the quarter ended June
       30, 2004, compared to $8.5 million for the same period in
       2003, a 16% increase on a per share basis.

     * Earnings per diluted share were $0.58 for the quarter ended
       June 30, 2004, compared to $0.57 per diluted share for the
       same period in 2003.

     * Return on average tangible equity was 18.9% compared to
       19.3% for the comparable quarter last year.

     * Return on average equity was 12.4% for the quarter ended
       June 30, 2004, compared to 15.5% for the same period in
       2003.

     * Net interest income increased 62% over the second quarter
       of 2003.

     * Total deposits increased 12% on an annualized basis over
       the first quarter of 2004.

     * Record total loan originations increased 19% over the
       second quarter of 2003.

     * Nonperforming assets to total assets decreased to 27 basis
       points from 77 basis points at June 30, 2003.

     * Sterling paid a 10% stock dividend effective May 28, 2004.

Gilkey continued, "Our commitment to Hometown Helpful(R) service
is the foundation of our healthy revenue growth. A good balance of
net interest income and fee income, coupled with improved credit
quality has also contributed to a strong bottom line."

                        Operating Results

                       Net Interest Income

Most revenue and expense categories show significant increases
over the comparable prior year as a result of our recent merger
with Klamath. Sterling reported net interest income of $48.7
million for the three months ended June 30, 2004, compared to
$30.0 million for the same period in the prior year. The increase
over the comparable period in 2003 was primarily due to a volume
increase of $2.13 billion in average earning assets. The increase
in average earning assets was primarily due to the recent merger.
However, Sterling generated 22% of the growth in average earning
assets without taking the merger into consideration. Net interest
income for the six months ended June 30, 2004, was $94.4 million,
which compares with net interest income of $58.6 million for the
first six months of last year. The increase for the first six
months was also due to a volume increase in interest earning
assets.

Sterling's net interest margin of 3.40% for the second quarter of
2004 showed an increase of 9 basis points over last year's
comparable period. Sterling's net interest margin also increased 7
basis points over the first quarter of 2004. Net interest margin
for the six months ended June 30, 2004, was 3.36%, which
represented a modest increase from 3.33% for the comparable 2003
period.

                          Other Income

Total other income was $11.8 million for the three-month period
ended June 30, 2004, compared to $9.7 million for the same period
one year ago. This is primarily due to an increase in fees and
service charge income. Total other income was $24.7 million for
the six months ended June 30, 2004, compared to $16.8 million for
the same period one year ago. This increase is primarily due to an
increase in the volume of Sterling's transaction accounts
following the recent merger.

Fees and service charge income increased by 71% to $8.4 million
for the quarter from $4.9 million in the same period one year ago.
Fees and service charge income was $16.7 million and $9.2 million
for the six months ended June 30, 2004 and 2003, respectively, an
increase of 82%. These increases were primarily due to an increase
in transaction account fees, fees from cash management services
and an increase in the number of accounts. The total number of
transaction accounts as of June 30, 2004, was approximately
146,000, a 74% increase over the comparable period last year. This
increase was mainly due to the recent merger and the addition of
new branches in the first quarter. The total number of business
checking accounts nearly doubled from the same period last year to
nearly 100,000 accounts.

Income from mortgage banking operations for the quarter was
$1.8 million, compared with $2.5 million for the prior year's
comparable quarter. For the six months ended June 30, 2004, income
from mortgage banking operations was $3.0 million, compared with
$4.7 million for the same period in 2003. The decreases were
primarily due to an industry wide slowdown in residential
refinancing activity. While the mix of Sterling's income from
mortgage banking operations has historically been weighted toward
residential lending, Sterling's MBO this quarter included a
greater contribution from the commercial real estate lending
segment. During the quarter ended June 30, 2004, the commercial
real estate segment provided 34% of total MBO income, as compared
with 13% for the March 2004 quarter and 26% for the December 2003
quarter.

                     Operating Expenses

Total operating expenses were $37.1 million for the three months
ended June 30, 2004, compared with $22.6 million for the three
months ended June 30, 2003, an increase of 64%. Operating expenses
were $74.8 million and $44.0 million, respectively, for the six
months ended June 30, 2004 and 2003, an increase of 70%. The year-
over-year increases were primarily due to increases in personnel,
occupancy, and data processing expenses, as well as merger and
acquisition costs associated with the recent merger. Full-time
equivalent employees have increased year-over-year by 494 to 1,552
at June 30, 2004.

Commenting on operating expenses and efficiency, Mr. Gilkey
stated, "As we anticipated, our operating efficiency ratio
increased to 61.3%, compared to 56.9% in the second quarter of
2003. However, Sterling expects the ratio to decrease because the
merger and acquisition costs associated with the integration of
the recent merger are expected to decrease during the second half
of 2004. Income is also anticipated to increase, as our lending
personnel generate increased production."

                      Performance Ratios

Return on average tangible equity was 18.9% for the three months
ended June 30, 2004, compared with 19.3% for the same period in
2003. Average tangible equity represents total shareholders'
equity reduced by goodwill and other intangible assets. Return on
average equity was 12.4% for the three months ended June 30, 2004,
compared to 15.5% for the same period in 2003. The decrease in
both ratios primarily reflected higher average equity, most of
which was acquired in the recent merger. Return on average assets
was 0.86% for the three months ended June 30, 2004, compared to
0.98% for the same period in 2003. The decrease was primarily due
to the addition of approximately $1.5 billion in lower-yielding
assets from the recent merger and higher cost of operations.

                           Lending

At June 30, 2004, Sterling's net loans receivable increased to
$3.72 billion, up from $3.58 billion at March 31, 2004. Sterling's
loan growth has been directly related to the significant increase
in branch locations, market expansion and the addition of lending
personnel. Sterling's primary strength in lending is in building
customer relationships, which can lead to increased market share
in loans and deposits.

Sterling set a new record with total loan originations for the
quarter ended June 30, 2004, with total originations of $786.4
million compared to $658.8 million in the second quarter of 2003,
an increase of 19%. Sterling's construction, corporate, business
banking and consumer loan originations were $635.6 million, or
approximately 81%, of total loans. Additionally, as a result of a
successful home equity line promotion, consumer direct lending
originations were $127.8 million, more than double the level of
such originations for the second quarter of 2003, with over 40% of
the increase contributed by the new branches.

                       Credit Quality

Mr. Gilkey said, "We continued to successfully manage credit
quality during the past quarter. At June 30, 2004, total
nonperforming assets decreased to $16.9 million, or 0.27% of total
assets. This compares favorably with the second quarter 2003 level
of $31.4 million, or 0.77% of total assets. The decrease in this
ratio was primarily due to the sale of certain loans and the
improvement in the credit quality of certain large loans in the
commercial real estate and construction portfolio."

Classified assets were $80.7 million at June 30, 2004, a decrease
compared to $93.3 million at March 31, 2004, and basically flat
compared to $80.5 million at June 30, 2003. The loan delinquency
ratio decreased to 0.43% of total loans, compared to 0.83% of
total loans at March 31, 2004, and 1.13% of total loans at June
30, 2003. Classified assets decreased from the March 2004 quarter
primarily due to the sale of certain real estate owned properties,
as well as improvements in the status of certain business banking,
commercial real estate and construction loans. While the
improvement in the delinquency ratio reflects increased loan
volume, it primarily reflects a lower volume of delinquent
consumer and commercial real estate loans.

Sterling's loan charge-off ratio improved slightly and remained at
a very modest level. The annualized level of charge-offs to
average loans was 0.15% for the second quarter, a decrease from
0.17% at March 31, 2004, and 0.16% at June 30, 2003.

Sterling's provision for loan losses was $3.0 million for the
three months ended June 30, 2004, compared with $2.6 million for
the same period in 2003. At June 30, 2004, the loan loss allowance
totaled $45.3 million and was 1.20% of total loans. This compares
with an allowance of $32.0 million, or 1.19% of total loans at
June 30, 2003.

               Balance Sheet and Capital Management

At June 30, 2004, Sterling's total assets were $6.26 billion, up
from the prior year's comparable period of $4.10 billion.
Shareholders' equity decreased $22.1 million from March 31, 2004,
reflecting an increase in the unrealized loss on securities of
$36.1 million, net of taxes. Although investments are recorded at
market value, the related borrowings are recorded at cost. At June
30, 2004, the market value of borrowings increased by $21.0
million, net of income taxes, substantially mitigating the
unrealized loss. Excluding the unrealized loss component,
shareholders' equity was $439.6 million, a 3% increase from the
March 31, 2004, adjusted balance of $425.5 million and due
primarily to retained earnings.

Sterling's risk-based capital ratios continued to exceed the
"well- capitalized" requirements. As of June 30, 2004, Sterling's
book value per share had increased 19% to $18.05 from $15.15 at
the same period one year ago. Excluding the unrealized loss on
securities, Sterling's book value per share increased 28% to
$19.44 at June 30, 2004, as compared to $15.21 at June 30, 2003.

            Interest Rate Risk and Portfolio Position

It is widely anticipated that interest rates will increase in the
near future. Sterling anticipated this increase and has a
multilevel strategy in place that is designed to protect our
interest margin in such interest rate environments. Some of the
components of our strategy are: originating and retaining
variable-rate consumer, business banking, construction and
commercial real estate loans, which generally have higher yields
than residential permanent loans; utilizing the cash flows from
the asset-backed securities portfolio to fund increased production
of business banking, variable-rate commercial real estate,
consumer and construction loans; and selling certain long-term,
fixed-rate loans and investments. Additionally, over 50% of our
loan portfolio will reprice or mature over the next 12 months.

                     Goodwill Litigation

In May 1990, Sterling sued the U.S. Government with respect to the
loss of the goodwill treatment and other matters relating to
Sterling's past acquisitions of troubled thrift institutions. In
the Goodwill Litigation, Sterling seeks damages for, among other
things, breach of contract and for deprivation of property without
just compensation.

In September 2002, the U.S. Court of Federal Claims granted
Sterling Savings Bank's motion for summary judgment as to
liability on its contract claim, holding that the United States
Government owed contractual obligations to Sterling with respect
to its acquisition of three failing regional thrifts during the
1980s and had breached its contracts with Sterling. Sterling is
waiting for a trial date to be set to determine what amount, if
any, the government must pay in damages for its breach. The timing
and ultimate outcome of the Goodwill Litigation cannot be
predicted with certainty. Because of the effort required to bring
the case to conclusion, Sterling will likely continue to incur
legal expenses at levels similar to 2003 over the next one to two
years.

                           Outlook

"I am extremely pleased to report strong results for the second
quarter of 2004," said Mr. Gilkey. "Our earnings reflect
significant improvements in a number of key areas that drive our
performance, including core loan growth, higher revenues from our
noninterest income generating businesses, continued improvement in
asset quality and expense control. We are also gaining sales and
earnings momentum in our new markets and achieving operating
efficiencies from recent acquisitions. I believe we are well-
positioned to further improve profitability during the remainder
of 2004."

Mr. Gilkey continued, "We are proud to report that the "Perfect
Fit" banking products and Hometown Helpful approach have
contributed to a strong loan pipeline, a solid loan portfolio and
strong liquidity and capital. Our extensive Pacific Northwest
network of branches, corporate banking centers, business banking
offices and subsidiaries are all working together to contribute to
our bottom line. The core components of the organization remain
strong, and we remain particularly pleased with our strategic
positioning as a leader in community banking in the Pacific
Northwest."

                        About Sterling

Sterling Financial Corporation of Spokane, Washington, is a
unitary savings and loan holding company, which owns Sterling
Savings Bank. Sterling Savings is a Washington State-chartered,
federally insured stock savings association, which opened in April
1983. Sterling Savings, based in Spokane, Washington, has branches
throughout Washington, Oregon, Idaho and Montana. Through
Sterling's wholly owned subsidiaries, Action Mortgage Company and
INTERVEST-Mortgage Investment Company, it operates loan production
offices in Washington, Oregon, Idaho, Arizona and Montana.
Sterling's subsidiary Harbor Financial Services provides non-bank
investments, including mutual funds, variable annuities and tax-
deferred annuities and other investment products, through regional
representatives throughout Sterling's branch network.

                          *   *   *

As reported in the Troubled Company Reporter's July 22, 2004
edition, Fitch Ratings has upgraded the long-term rating of
Sterling Financial Corporation (STSA) to 'BB+' from 'BB'. All
other ratings have been affirmed by Fitch.

Additionally, Fitch has assigned ratings to Sterling Savings Bank,
including an investment grade long-term deposit rating of 'BBB-'.
A complete list of ratings is provided at the end of this release.

The rating upgrade reflects the progress that STSA has made
improving both its franchise as well as its balance sheet
structure. Through acquisitions, as well as organic growth, STSA
has created a Pacific Northwest franchise with approximately $6.1
billion in assets and 134 branches in four states. Additionally,
the company has been transforming itself from a thrift to a more
community banking oriented entity.

An improving level of earnings, aided by a relatively stable NIM
over an interest rate cycle, sound asset quality and increased
levels of capitalization are the drivers of our higher ratings
assessment. The successful continuation of these trends and the
additional accumulation of capital remain opportunities for
further ratings improvements.


SYBRON DENTAL: Posts Higher Sales & Income in Fiscal 3rd Quarter
----------------------------------------------------------------
Sybron Dental Specialties, Inc. (NYSE: SYD), a leading
manufacturer of a broad range of value-added products for the
dental and orthodontic professions including the specialty markets
of endodontics and infection prevention, reported its financial
results for its third fiscal quarter ended June 30, 2004.

                     Third Quarter Results

Net sales for the third quarter of fiscal 2004 totaled
$145.5 million, an increase of 8.4% over $134.2 million in the
prior year period. Sybron's total internal net sales growth rate,
which excludes currency fluctuations and the impact of
acquisitions made in the past twelve months, was 3.7% for the
third quarter. The Company's consumable products, which
represented approximately 96% of total net sales in the third
quarter of fiscal 2004, had an internal net sales growth rate of
6.7%. As expected, equipment sales declined by approximately 38%
from the prior year period, which benefited from the introduction
of the Company's LED curing light in fiscal 2003.

Net income for the third quarter of fiscal 2004 was $16.5 million,
or $0.41 per diluted share, an increase of 10.4% over net income
of $15.0 million, or $0.38 per diluted share, in the same period
of the previous year.

In the third quarter of fiscal 2004, Sybron generated
$21.5 million in free cash flow, defined as cash flows from
operating activities of $24.7 million minus capital expenditures
of $3.2 million. This compares with free cash flow of
$10.5 million in the same period of the previous year (cash flows
from operating activities of $13 million minus capital
expenditures of $2.5 million).

"We recorded another quarter of solid results through a
combination of organic growth and a meaningful contribution from
our August 2003 acquisition of SpofaDental," said Floyd W.
Pickrell, Jr., Chief Executive Officer of Sybron Dental
Specialties. "We have a number of new products, such as the
Premise(TM) nanocomposite, that are being well received. We also
continue to successfully increase the user base for our
established products, such as the Damon self-ligating brackets,
which is also having a positive impact on sales of peripheral
products like archwires."

                     Ormco and Kerr Highlights

During the third quarter, the Company's Ormco subsidiary generated
internal net sales growth of 9.7%, with strong growth in both
domestic and international sales. Sales in the quarter were
positively impacted by strong demand for the Damon 2 self-ligating
bracket and the Inspire Ice(TM) clear-ceramic bracket. In
addition, Ormco also had a very successful preview promotion for
the new Damon 3 self-ligating bracket, in which hundreds of top
users of the Damon system placed orders for an advance shipment of
the new, more esthetic version of the Damon bracket. The Company
is planning a broad launch of the Damon 3 bracket in September.

During the third quarter, the Kerr subsidiary's internal net sales
growth rate was negative 0.7%. Internal net sales of Kerr's
consumable products, which exclude equipment sales including the
popular LED curing light launched in fiscal 2003, increased 3.7%
over the prior year period.

Strong sales of the Premise nanocomposite, the new HiRes
magnification loupe, and infection prevention products helped to
offset the significant decline in sales of curing lights from the
previous year. In addition, SpofaDental continues to perform well
following its acquisition last year by Kerr and is seeing
significant sales of a new impression material developed for the
Central and Eastern European markets. The consolidation of
SpofaDental's operations from five facilities into one facility in
the city of Jicin in the Czech Republic is progressing on
schedule.

               Third Quarter Financial Highlights

Gross margins in the third quarter of 2004 improved to 56.3%,
compared with 55.4% in the same period of the previous year.

Selling, general and administrative expenses (SG&A) were $52.0
million, or 35.7% of net sales, in the third quarter of 2004,
compared with $44.8 million, or 33.4% of net sales, in the same
period of the prior year. The increase in SG&A as a percentage of
sales from the previous year is primarily attributable to an
increase in legal expenses related to patent infringement
lawsuits, as well as more activity related to the evaluation of
prospective mergers and acquisitions. One of the M&A
considerations resulted in the purchase of the Bioplant(R) product
line, announced on July 22, 2004, while other discussions remain
ongoing pursuant to the Company's strategy of maintaining
consistent dialogue with potential acquisition candidates.

Research and development expenditures were $2.5 million in the
third quarter of 2004, an increase of 15.9% from the $2.1 million
of expenditures in the same period of the prior year.

Operating income for the third quarter of 2004 was $29.6 million,
compared to $29.3 million in the third quarter of 2003. Earnings
before interest, taxes, depreciation and amortization (EBITDA) for
the quarter were $33.0 million. Operating income was 20.3% and
EBITDA was 22.7% of net sales for the quarter. Third quarter 2004
EBITDA is calculated by adding net income of $16.5 million, income
taxes of $8.1 million, net interest expense of $5.0 million, and
depreciation and amortization of approximately $3.4 million.

Sybron's effective tax rate in the third quarter of fiscal 2004
was 33%, compared to 36% in the same period of the prior year. The
reduced tax rate is primarily attributable to the benefits
resulting from the Company's consolidation of several of its
European facilities into Switzerland, which has a lower tax rate.

Net trade receivables were $103.5 million and days sales
outstanding (DSOs) were 59.3 days at June 30, 2004, which compares
with 58.7 days at June 30, 2003. Net inventory was $88.8 million
at the end of the third quarter and inventory days were 123 days,
which compares to 132 days at June 30, 2003.

Please refer to the supplemental schedules provided on the
Financial Report's section of Sybron's Investor Relations web site
-- http://www.sybrondental.com/investors/index.html-- that detail
the calculation of the Company's DSOs and inventory days.

Capital expenditures were $3.2 million in the third quarter of
fiscal 2004, compared with $2.5 million in the same period of the
previous year. The Company has determined that continuing to lease
its current corporate headquarters in Orange, California provides
greater economic benefits than purchasing the facility, and is
currently negotiating a 15-year lease extension.

The average debt outstanding for the quarter was approximately
$240.6 million with an average interest rate of 7.7%. The Company
paid down $15.8 million of debt in the third quarter, leaving
total debt outstanding of approximately $233.0 million at June 30,
2004.

Sybron's capital structure was 46.1% debt and 53.9% equity at June
30, 2004. This compares with 61.8% debt and 38.2% equity at June
30, 2003.

                     Amended Credit Facility

As a result of the recent upgrade in Sybron's credit rating by S&P
and Moody's, the Company has received a 50 basis point reduction
in the margin on its term loan. In addition, the covenants of
Sybron's credit facility have been amended to allow the Company to
utilize up to $100 million for stock repurchases or dividend
payments, at the Company's discretion. Previously, the Company was
limited to $25 million for these purposes. At this point in time,
Sybron does not have plans to initiate a stock repurchase program
or begin issuing a dividend.

                           Outlook

For the fourth quarter of fiscal 2004, Sybron expects revenue to
range from $137 million to $142 million, and diluted earnings per
share to range from $0.37 to $0.42.

Commenting on the outlook for Sybron, Mr. Pickrell said, "We
expect to see a continuation of recent trends in the near-term,
with growth in the orthodontic and endodontic areas outpacing
growth in the general dental area. At Kerr, we are focused on
raising additional awareness for the superior features of Premise
and utilizing its popularity to cross-market some of our other
products used in the restorative process, such as finishing discs
and polishers. We will also further strengthen our product
offerings for restorative procedures with the introduction of a
new self-adhesive cement during the fourth quarter that we believe
has excellent potential.

"There are a number of catalysts in place that we believe will
continue to drive strong results at Ormco, including the broad
launch of the Damon 3 bracket in September, which we believe will
enhance our efforts to convert orthodontists from traditional
brackets. Going forward, we intend to continue building the Damon
brand and introduce products such as Damon wires and other high
value peripheral products that can increase our share of the
overall treatment expenditures," said Mr. Pickrell.

Orange, California- based Sybron Dental Specialties, Inc., is a
leading manufacturer of products for the professional dental,
orthodontics and infection control markets in the United States
and abroad.

                           *   *   *

As reported in the Troubled Company Reporter's May 21, 2004
edition, Moody's Investors Service upgraded the ratings of Sybron
Dental Specialties, Inc. (SDS), to reflect the merger of Sybron
Dental Management, Inc. into SDS.

Ratings affected are:

   -- $150 million Senior Secured Revolver due, 2007, to Ba2 from
      Ba3

   -- $90 million Senior Secured Term Loan due, 2009, to Ba2 from
      Ba3

   -- $150 million Senior Subordinated Notes, due 2012, to B1 from
      B2

   -- Senior Implied Rating, to Ba2 from Ba3

   -- Senior Unsecured Issuer Rating, to Ba3 from B1

The outlook for the ratings is stable.

Moody's based its action on SDS' successful track record of both
organic growth and growth through acquisition combined with the
expected material improvement in credit measures over the past
several years.

Reportedly, SDS' debt has fallen from $341 million as of fiscal
year end September 30, 2002 to about $278 million as of fiscal
year end 2003. For the six months ended March 31, 2004, SDS's debt
has fallen further to $249 million. Moody's expects debt to reduce
another $30 to $40 million in fiscal 2004 to just above $200
million; a 40% reduction in debt since the end of the 2002. Lower
debt levels combined with stable operating performance has caused
SDS debt metrics to improve, says Moody's.


SYNOVUS FINANCIAL: Fitch Assigns Ratings to Four Subsidiaries
-------------------------------------------------------------
Fitch assigned a long-term debt rating of 'A' and a short-term
debt rating of 'F1' to five wholly owned bank subsidiaries of
Synovus Financial Corporation.  At the same time, Fitch withdrew
its ratings for Synovus subsidiaries Charter Bank & Trust Co. and
Mountain National Bank, as these two banks were merged into Bank
of North Georgia.  A complete list of the affected ratings
follows.

   Bank of Nashville

      -- Long-term deposits 'A+';
      -- Long-term issuer 'A';
      -- Short-term issuer 'F1';
      -- Individual 'B';
      -- Support '5'.

   First Nation Bank

      -- Long-term deposits 'A+';
      -- Long-term issuer 'A';
      -- Short-term issuer 'F1';
      -- Individual 'B';
      -- Support '5'.

   United Bank and Trust Company

      -- Long-term deposits 'A+';
      -- Long-term issuer 'A';
      -- Short-term issuer 'F1';
      -- Individual 'B';
      -- Support '5'.

   Trust One Bank

      -- Long-term deposits 'A+';
      -- Long-term issuer 'A';
      -- Short-term issuer 'F1';
      -- Individual 'B';
      -- Support '5'.

   Ratings Withdrawn

      Charter Bank & Trust Co.

         -- Long-term deposits 'A+';
         -- Long-term issuer 'A';
         -- Short-term issuer 'F1';
         -- Individual 'B';
         -- Support '5'.

      Mountain National Bank

         -- Long-term deposits 'A+';
         -- Long-term issuer 'A';
         -- Short-term issuer 'F1';
         -- Individual 'B';
         -- Support '5'.


TACTEX CONTROLS: Expects to Raise $2,000,000 from Equity Units
--------------------------------------------------------------
Tactex Controls Inc. reached an agreement with First Associates
Investments Inc., whereby First Associates has been appointed as
an Agent for and on behalf of Tactex to raise, on a commercially
reasonable best-efforts basis, up to $2,000,000 from the sale of
Units of Tactex at a price of $0.27 per Unit.  The Offering will
be conducted pursuant to a short form offering document under the
policies of the TSX Venture Exchange.

Each Unit will consist of one Common Share and one-half (1/2) of
one non-transferable Common Share Purchase Warrant, each whole
Warrant entitling the holder thereof to purchase one additional
Common Share at a price of $0.40 for a period of eighteen months
from the date of issue.

First Associates will receive a cash commission equal to 10% of
the gross proceeds received by the Corporation from the sale of
the Units, in addition to a due diligence administration fee of
$20,000.  The Agent will receive a non-transferable option to
acquire that number of Common Shares that is equal to 12% of the
gross number of Units sold, at a price of $0.27 per Common Share
for a period of 18 months from the date of closing.

The Corporation intends to use the proceeds of the Offering:

   (1) to exercise an option to acquire the rights to the Kinotex
       technology in the automotive market and to conduct research
       and development activities for products in that market;

   (2) increase the Corporation's current manufacturing capacity;

   (3) increase the Corporation's marketing activities in the
       health care and automotive markets; and

   (4) for working capital.

                          About Tactex

Tactex -- whose December 31, 2003 balance sheet shows a $932,244
stockholders' deficit compared to a $1,635,506 deficit at December
21, 2002 -- develops and manufactures Kinotex(R) - an innovative
pressure sensing technology based on fiber optics, that was
originally developed for the Canadian Space Agency.  Kinotex(R)
enables a new class of Input Devices and Pressure Sensors, which
allow expressive human touch control, patient monitoring and
diagnostic products.


TECH LABORATORIES: Obtains $10.5 Million Equity Commitment
----------------------------------------------------------
Tech Laboratories, Inc. (OTC Bulletin Board: TCHL) has obtained
$10.5 million in committed equity capital in the form of a Standby
Equity Distribution Agreement (SEDA) with Cornell Capital
Partners, L.P.

Under the terms of the SEDA, Cornell has committed to provide up
to $10.5 million of funding to the Company over a 24-month period
to be drawn down at the Company's discretion by the sale of its
common stock to Cornell.

Company President, Bernard M. Ciongoli, said the funds would be
primarily used for working capital.

"This recent round of financing and our developing relationship
with Cornell Capital is a milestone for our Company," said Mr.
Ciongoli. "They've recently helped restructure our debt and this
new funding instrument will provide us additional working
capital."

"We're are eager to assist Tech Laboratories in meeting its
ongoing financing needs and we look forward to a long-term
relationship with the company," said Walter Bukowski, Vice
President of Cornell Capital.

Tech Laboratories, Inc. manufactures, markets and sells patented
technology for positive access security to prevent unauthorized
hacker attacks. Its proprietary DynaTraX(TM) Enterprise Management
System (DEMS) enables users to reconfigure networks electronically
and also has security features that can trap and trace intrusions
(hackers) in a system automatically. This software/hardware system
provides the ultimate in positive access security against the
increasing threat posed by cyber-terrorists. The Company also
recently introduced DynaTraX(TM) Virtual Technician which provides
autonomic self-healing and self-managing of network technologies.

To view video on Tech Laboratories' comprehensive DynaTraX(TM)
technology, go to the Tech Laboratories, Inc. website at
http://www.techlabsinc.com/click on "Global Network Management
Communications" and download video.

                      About Cornell Capital

Based in Jersey City, NJ, Cornell Capital Partners, L.P. began
operations in January 2001 to address the financing needs of
publicly traded companies. Since then, Cornell Capital has
successfully financed numerous public companies.

                   About Tech Laboratories, Inc.

Tech Laboratories, Inc. manufactures, markets and sells a product
creating a new paradigm of automating and securing high-tech
networks at the physical layer. The Company's primary product,
DynaTraX(TM), a patented (US6414953B1) high-speed digital matrix
cross-connect switch with a revolutionary new technology, can
significantly reduce network downtime and achieve substantial
cost-savings in data and telecommunications networking
environments. DynaTraX(TM) has the ability to create a critical
and meaningful solution to stop hackers from intruding into
networks, thereby thwarting cyber-terrorists. DynaTraX(TM)
electronically disconnects a hacker, detected by Intrusion
Detection Software, and reconnects him to a simulated network
within 60-90 nanoseconds that allows you to hold and trace him.

                           *   *   *

As reported in the Troubled Company Reporter's January 2, 2004
edition, as a result of operating losses and negative cash flows
experienced during 2001 and 2002, and continuing in 2003, Tech
Laboratories Inc. has a tenuous liquidity position. If sales do
not improve or alternate financing is not obtained, substantial
doubt exists about Tech Labs' ability to continue as a going
concern.


TENNECO AUTOMOTIVE: Launches $500M 11-5/8% Senior Sub. Debt Offer
-----------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) has commenced a private placement
offering of $500,000,000 of Senior Subordinated Notes. In
connection with the offering, the company has commenced a tender
offer and consent solicitation for its outstanding $500 million
aggregate principal amount of 11-5/8% senior subordinated notes
due 2009. The company plans to use the net proceeds of the sale of
the notes and cash on hand to complete the offer to purchase.
These transactions are designed to reduce the company's annual
interest expense by up to $17 million annually.

The new notes will be senior subordinated obligations of Tenneco
Automotive and will mature in 2014 with interest payable semi-
annually. The notes will be guaranteed by each of Tenneco
Automotive's material domestic wholly-owned subsidiaries.

The tender offer will expire at midnight, Eastern Daylight Time,
on August 20, 2004, unless extended or earlier terminated. Holders
tendering their notes will be required to consent to certain
proposed amendments to the indenture governing the notes, which
will eliminate all of the restrictive covenants, amend the
satisfaction and discharge provision and eliminate certain events
of default provision in the indenture. The consent solicitation
will expire at midnight, Eastern Daylight Time, on August 6, 2004,
unless extended or earlier terminated.

Note holders who validly tender their outstanding notes before the
consent solicitation expires will receive $1,075.57 per $1,000
principal amount of notes, which includes a consent payment of
$15.00 per $1,000 principal amount of notes. Payment for these
notes is expected to be made on or as soon as practicable after
the first business day following expiration of the consent
solicitation. Note holders who validly tender their notes after
the consent solicitation expires and before the offer expires will
receive $1,060.57 per $1,000 principal amount of notes. Payment
for these notes is expected to be made on or as soon as
practicable after the first business day following expiration of
the tender offer. In either case, note holders who validly tender
their notes will be paid accrued and unpaid interest up to, but
not including, the date of payment for the notes.

                     Additional Information

The transactions are subject to meeting certain conditions,
including market conditions, the company's receipt of tenders of
outstanding notes representing at least 60 percent of the
principal amount of the notes outstanding, execution of a
supplemental indenture incorporating the proposed amendments, and
consent of the company's senior bank lenders to permit the
transactions on the terms proposed.

The terms of the tender offer are described in Tenneco
Automotive's Offer to Purchase and Consent Solicitation Statement
of July 26, 2004, which may be obtained from Global Bondholder
Services at (866) 937-2200 (U.S. toll free) or (212) 430-3774.

Tenneco Automotive has engaged J.P. Morgan Securities Inc., Banc
of America Securities LLC, Citigroup Global Markets, Inc. and
Deutsche Bank Securities Inc. to act as dealer managers in
connection with the tender offer and solicitation agents in
connection with the consent solicitation. For additional
information regarding the offer or consent solicitation, contact
J.P. Morgan Securities Inc., High Yield Capital Markets at (212)
970-9153.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consent with respect to
any securities. The tender offer and consent solicitation is being
made solely by the Offer to Purchase and Consent Solicitation
Statement of July 26, 2004.

Tenneco Automotive is offering the new senior subordinated notes
in reliance upon an exemption from registration under the
Securities Act of 1933 for an offer and sale of securities that
does not involve a public offering. The notes have not been
registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable
exemption from registration. This news release does not constitute
an offer to sell or the solicitation of an offer to buy any such
security and shall not constitute an offer, solicitation or sale
in any jurisdiction in which it would be unlawful.

Tenneco Automotive (S&P, B+ Corporate Credit Rating) is a $3.8
billion manufacturing company with headquarters in Lake Forest,
Illinois and approximately 19,200 employees worldwide. Tenneco
Automotive is one of the world's largest designers, manufacturers
and marketers of emission control and ride control products and
systems for the automotive original equipment market and the
aftermarket. Tenneco Automotive markets its products principally
under the Monroe(R), Walker(R), Gillet(R) and Clevite(R)Elastomer
brand names. Among its products are Sensa-Trac(R) and Monroe
Reflex(R) shocks and struts, Rancho(R) shock absorbers, Walker(R)
Quiet-Flow(R) mufflers, Dynomax(R) performance exhaust products,
and Clevite(R)Elastomer noise, vibration and harshness control
components.


TENNECO AUTOMOTIVE: S&P Rates $500M Sr. Subordinated Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Lake Forest, Ill.-based Tenneco Automotive Inc.'s $500 million
senior subordinated notes due 2014, to be issued under Rule 144A.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on Tenneco, a global manufacturer
of automotive components. The company has about $1.7 billion of
total debt, including operating leases and accounts receivable
sales. The outlook is positive.

Proceeds from the new debt issue will be used to fund Tenneco's
tender offer for its 11.625% $500 million subordinated notes due
2009. The transaction is expected to reduce annual interest cost
by $17 million, modestly improving the company's cash flow and
debt service coverage statistics. Liquidity will decline modestly,
however, because of payment of a tender premium and related fees
and expenses.

"The ratings on Tenneco reflect its aggressively leveraged capital
structure, weak but improving credit protection measures, and
slightly below-average business profile due to exposure to the
highly competitive and cyclical automotive markets," said
Standard & Poor's credit analyst Daniel DiSenso. This exposure
partially negates the benefits of strong market positions.

Tenneco is a leading global supplier of emissions-control and
ride-control products to the automotive original equipment (OE)
market and aftermarket. Tenneco has good customer, platform and
geographic diversity, and a balance between OE sales (75%) and
aftermarket sales (25%). Most of Tenneco's sales are generated in
North America (50%) and Europe (38%). Impending stricter emission
control standards, demand for improved vehicle stability, and
expected rapid growth of the Chinese automotive market create
favorable growth prospects for the company.


TNP RESOURCES: S&P Revises Credit Watch Implications to Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' corporate
credit ratings on utility holding company TNP Enterprises Inc. and
unit Texas-New Mexico Power Co. (TNMP) will remain on CreditWatch,
but that it will revise the CreditWatch implications to developing
from negative. The rating action follows TNP's announcement that
the utility holding company and its units, TNMP and retail
electric provider, First Choice Power (FCP), will be sold to PNM
Resources Inc. (BBB/Stable/A-2) for $1.024 billion. The
CreditWatch developing listing indicates that ratings may be
raised, lowered or affirmed.

The action affects about $800 million of rated debt and $175
million of preferred stock at the Fort Worth, Texas-based company.

"The revision of the CreditWatch listing to developing from
negative reflects the potential for a ratings upgrade based on the
stronger credit profile of PNM Resources," said Standard & Poor's
credit analyst Rajeev Sharma. "However, the developing
implications also reflect the pending nature of the transaction,
as regulatory approvals are required to successfully complete the
acquisition," he continued.

Without the successful completion of the sale, scheduled for the
end of 2005, TNP's ratings would be lowered due to the recent
adverse regulatory ruling associated with TNMP's 2004 true-up
proceeding with the Public Utility Commission of Texas (PUCT). The
PUCT order authorizes TNMP to recover $87 million in stranded
costs, as opposed to TNMP's request of $266 million in stranded-
cost recovery. Standard & Poor's is concerned that the order would
weaken credit metrics at the utility and holding company, and
delay the company's debt-reduction plans. These concerns would be
alleviated if the acquisition of TNP and its units are consummated
in a timely fashion.

Standard & Poor's will resolve the CreditWatch listing following a
meeting with TNP's and PNM's management and a full review of the
proposed transaction and financing plan.


TOM EXPLORATION: Will Get CDN$180,000 from Private Investor
-----------------------------------------------------------
Tom Exploration Inc. signs an agreement for private placement of
CDN$180,000 with a private investor for exploration and working
capital purposes.

The private investor will purchase 600,000 common shares of Tom
Exploration Inc., for a purchase price of $0.30 per share.  The
securities issued pursuant to this private placement are subject
to a holding period of four months.

                      Tom Exploration Inc.
                Enters into Consulting Agreement

Tom has signed consulting agreement with Mr. Pierre Morin to
provide services in the areas of finance, investment markets and
investor relations.  Mr. Morin will serve as a consultant to Tom
Exploration, Inc., and with assist in developing and implementing
a communications strategy to enhance the profile of Tom
Exploration, Inc., within the investment community.  Mr. Morin
will be paid a monthly retainer and has been granted an incentive
option for the purchase of 520,000 common shares at a price of
$0.40 per share for a period of three years.  The grant of the
options and the consulting agreement are subject to regulatory
approval.

Tom Exploration Inc., a junior exploration company with gold, base
metal and pge exposure and with properties located in the major
Canadian mining camps of Timmins (Ontario), Rouyn Noranda
(Quebec), and Belleterre (Quebec), is a public listed company
trading on the TSX Venture Exchange (TUM).

At January 31, 2004, the company's stockholders' deficit widened
to $9,292,040 from a $8,608,922 deficit at April 30, 2003.


TOWER AUTOMOTIVE: Moving Bowling Green Operations to Milan, Tenn.
-----------------------------------------------------------------
Tower Automotive, Inc. (NYSE:TWR) will transfer production of its
suspension link arm business, an automotive suspension component,
from the company's facility in Bowling Green, Ky., to its plant in
Milan, Tenn.

"The transfer of this product is part of a restructuring of our
North American operations to gain production efficiencies and
strengthen our competitiveness," said Tom Pitser, Tower
Automotive's leader of North American operations.

A total of 84 positions at Bowling Green will be affected by this
transfer. However, 17 jobs will remain at the Bowling Green
facility as part of the painting and coatings operations that will
continue.

The transfer of suspension link arm production to Milan, Tenn.,
will be completed by mid-October 2004. The Milan facility
currently employs 331 people and produces a variety of automotive
products, including: control arms, cross members, engine cradle
assemblies, heavy truck stampings, side rails and welded
assemblies. Milan's hourly workforce is represented by the United
Steel Workers of America.

Tower Automotive Inc. is a global designer and producer of vehicle
structural components and assemblies used by every major vehicle
manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, General
Motors, Honda, Hyundai/Kia, Nissan, Toyota and Volkswagen Group.
Products include body structures and assemblies, lower vehicle
frames and structures, chassis modules and systems, and suspension
components. The company is based in Novi, Michigan. Additional
company information is available at
http://www.towerautomotive.com/

                          *   *   *

As reported in the Troubled Company Reporter's May 20, 2004,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Novi, Michigan-based Tower Automotive Inc.'s $110 million 5.75%
convertible senior debentures maturing in May 2024, to be issued
in accordance with SEC Rule 144A with registration rights.

Proceeds from the offering, together with a portion of a new
senior secured bank credit facility, will repay outstanding
indebtedness under Tower's existing bank credit facility and
redeem Tower's $200 million 5% convertible subordinated notes due
Aug. 1, 2004.

"The transactions will improve Tower's financial flexibility by
extending debt maturities and increasing available liquidity,"
said Standard & Poor's credit analyst Daniel DiSenso. "Ratings
could be lowered, though, should there be a delay in the timing
of benefits to be derived from actions to turn the business
around, resulting in the deterioration of credit statistics."


TRADE PARTNERS: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Trade Partners Greenville, LLC
        c/o Bruce S. Kramer
        Borod & Kramer, P.C.
        80 Monroe, Suite G-1
        Memphis, Tennessee 38103

Bankruptcy Case No.: 04-09055

Type of Business: The Debtor owns vacant commercial real estate
                  in Greenville, Michigan.

Chapter 11 Petition Date: July 23, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtor's Counsel: Michael J. Quilling, Esq.
                  Quilling Selander Cummiskey & Lownds PC
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201
                  Tel: 214-871-2100

Total Assets: $1,810,000

Total Debts:  $2,894,187

Debtor's 8 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Trade Partners, Inc.          Debts / Services        $2,678,637
c/o Bruce S. Kramer, Receiver
Borod & Kramer, P.C.
80 Monroe, Ste. G-1
Memphis, TN 38103

Irwin Seating Company         Promissory Note         $1,871,072
P.O. Box 2429
325 Fruit Ridge Road, N.W.
Grand Rapids, MI 44501

McShane & Bowie PLC           Debts / Services            $9,088

City of Greenville            Debts / Services            $8,555

Brad's Services, Inc.         Debts / Services            $1,995

Turf Builders Inc.            Debts / Services            $1,438

Site Planning Development     Debts / Services              $258
Inc.

InterGlobal Waste Management  Debts / Services                $0
Inc.


TROPICAL SPORTSWEAR: Incurs $5.8 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Tropical Sportswear Int'l Corporation (Nasdaq:TSIC) released its
third quarter fiscal 2004 results.

Net sales for the third quarter of fiscal 2004 were $74.8 million
as compared with $96.7 million in the same period last year. The
Company incurred a net loss for the third quarter of fiscal 2004
of $5.8 million compared with a net loss for the third quarter of
fiscal 2003 of $30.6 million. Gross margin for the third quarter
of fiscal 2004 was $15.8 million, or 21.2% of net sales, as
compared with gross margin of $9.0 million, or 9.3% of net sales
for the same period last year.

Operating loss for the third quarter of fiscal 2004 was $586,000
as compared with an operating loss of $14.0 million in the same
period last year. Selling, general and administrative expenses in
the third quarter of fiscal 2004 are $4.2 million less than the
same period last year.

Net sales for the nine months of fiscal 2004 were $246.0 million
as compared with $308.5 million for the same period last year. The
Company incurred a net loss for the nine months of fiscal 2004 of
$12.2 million compared with a net loss of $34.9 million for the
same period last year. Gross margin for the nine months of fiscal
2004 was $49.7 million, or 20.2% net sales, as compared with gross
margin of $52.8 million, or 17.1% of net sales for the same period
last year.

Operating income for the nine months of fiscal 2004 was $801,000
as compared with an operating loss of $16.5 million in the same
period last year. Selling, general and administrative expenses for
the nine months of fiscal 2004 are $11.5 million less than the
same period last year.

Other income of $2.8 million for the nine months of fiscal 2004,
is composed of a $3.5 million gain on the sale of the Company's
unoccupied administration building, offset in part by $722,000 of
costs related to the phase out of the Tampa, Florida cutting
operations, consisting primarily of asset writedowns and losses on
the sale of machinery and equipment. Other charges of $6.1 million
recorded in the nine months of fiscal 2003 included costs
resulting from the separation of the Company's former chief
executive officer, costs related to disposing of one of the
Company's corporate aircraft, charges related to the closure of
the Duck Head(R) retail outlet store business, reserves for
certain contract disputes/litigation and investment banking
advisory fees. These items were offset, in part by a gain on the
sale of the Duck Head(R) trademarks and a reduction of estimated
costs related to the consolidation and reorganization of the
Company's Savane(R) division.

The Company also previously announced in June, the signing of a
new Loan and Security Agreement with The CIT Group. At the end of
June, availability under this agreement was $24.8 million. The
Company also wrote off approximately $1.7 million of debt issue
costs associated with its previous revolving credit line and real
estate loan during the third quarter of fiscal 2004.

Robin Cohan, Chief Financial Officer, commented: "TSI has made
significant progress both financially and operationally. We have
increased liquidity, reduced debt, and lowered expenses. Our new
bank facility was a strong vote of confidence by our lenders."

Richard Domino, President, commented: "Having improved our
financial position, TSI is working aggressively to identify more
ways to deliver greater value to our customers. A central part of
this process was the creation of three new strategic business
units. The value we will provide will be derived from designing
new products, enabling our customers to differentiate themselves
and minimize inventory risk, and leveraging our expertise to help
retailers increase demand for products, accelerate inventory
turnover and achieve higher margins. This, in turn, should enable
TSI to remain competitive in an industry that continues to
experience rapid change."

TSI is a designer, producer and marketer of high-quality branded
and retailer private branded apparel products that are sold to
major retailers in all levels and channels of distribution.
Primary product lines feature casual and dress-casual pants,
shorts, denim jeans, and woven and knit shirts. Major owned brands
include Savane(R), Farah(R), Flyers(TM), The Original Khaki
Co.(R), Bay to Bay(R), Two Pepper(R), Royal Palm(R), Banana
Joe(R), and Authentic Chino Casuals(R). Licensed brands include
Bill Blass(R) and Van Heusen(R). Retailer national private brands
that we produce include Puritan(R), George(TM), Member's Mark(R),
Sonoma(R), Croft & Barrow(R), St. John's Bay(R), Roundtree &
Yorke(R), Geoffrey Beene(R), Izod(R), and White Stag(R). TSI
distinguishes itself by providing major retailers with
comprehensive brand management programs and uses advanced
technology to provide retailers with customer, product and market
analyses, apparel design, and merchandising consulting and
inventory forecasting with a focus on return on investment.

                        *   *   *

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

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

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

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

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


TUCSON ELECTRIC: Fitch Rates Secured Credit Facility at BB+
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Tucson Electric Power
Company's second mortgage bonds and to a new $401 million credit
facility secured by second mortgage bonds.  Fitch has also
affirmed Tucson Electric's 'BB+' first mortgage and secured
pollution control revenue bond ratings and its 'BB-' unsecured
pollution control revenue and industrial development bond ratings.

Tucson Electric's ratings are:

   -- First mortgage bonds/ secured PCRBs 'BB+';
   -- Second mortgage bonds 'BB+';
   -- Secured credit facility 'BB+';
   -- Unsecured PCRBs/industrial development bonds 'BB-'.

The Rating Outlook is Stable.

The current ratings reflect Tucson Electric's weak interest
coverage ratios and highly leveraged balance sheet.  Favorably,
Tucson Electric generates free cash flow that should allow for
meaningful debt reduction.  The high business risk that results
from the absence of a power cost adjustment clause or deferral
mechanism and the rate cap under its 1999 industry restructuring
settlement agreement is largely mitigated by the company's long
coal-fired generation portfolio.  The second mortgage bonds are
rated the same as the first mortgage bonds and the first
collateral trust bonds due to the substantial value of the
collateral available to creditors secured by first and second
mortgage bonds.

The new $401 million credit facility closed on March 25, 2004 and
is composed of a $60 million revolving credit facility and a
$341 million letter of credit facility.  The letter of credit
facility supports Tucson Electric's $329 million variable rate,
tax-exempt bonds.  The credit agreement is secured by $401 million
in aggregate principal amount of second mortgage bonds and matures
on June 30, 2009.  Under the terms of the new credit facility,
Tucson Electric is prohibited from issuing additional first
mortgage debt.  A provision in the earlier agreement that limited
the proportion of Tucson Electric net income that can be paid to
UniSource Energy was eliminated. However, the Arizona Corporation
Commission still limits dividends to 75% of Tucson Electric net
income.

Importantly, Fitch expects Tucson Electric first mortgage debt to
be reduced, at the close of the merger, to levels sufficient to
trigger fall-away provisions in the utility's first collateral
trust indenture. Under the provisions of the first mortgage trust
indenture, the outstanding first mortgage lien now securing the
bonds will be replaced by a perfected second mortgage lien. As a
result, all of Tucson Electric's outstanding secured debt will
then be secured solely by the second mortgage lien and the first
mortgage deed of trust will be terminated.

In November 2003, Tucson Electric's direct parent, UniSource
Energy, entered into a merger agreement with Saguaro Utility Group
L.P., whereby Saguaro will purchase all of the UniSource Energy
common stock for $25.25 per share. Saguaro (which includes limited
partners Kohlberg Kravis Roberts & Co., L.P., J.P. Morgan
Partners, LLC and Wachovia Capital Partners) has agreed to acquire
UniSource Energy in a transaction valued at roughly $3 billion,
including assumed debt. The leveraged transaction, as planned,
will be financed by a $550 million equity investment and $660
million of new debt to be issued by a new holding company that
will be the parent of UniSource Energy. Two-hundred-sixty three
million of the new equity will be invested in Tucson Electric and
used to reduce utility debt.

Although there is currently no parent-level debt at UniSource
Energy, if the merger is consummated as planned, Tucson Electric
will be the indirect subsidiary of a highly leveraged parent
company. This concern is mitigated by the pre-funded debt
redemption feature of the merger proposal and regulatory
provisions limiting dividends to 100% of the utility's net income,
based on the utility's proposed post-acquisition capital structure
and current Arizona Corporation Commission limitations. The $263
million equity investment in Tucson Electric will accelerate debt
reductions previously anticipated to occur over a five-year
horizon, thereby easing regulatory restrictions limiting the
amount of dividends paid by Tucson Electric to its immediate
parent, UniSource Energy.

The $263 million cash transfer and debt redemption are targeted to
improve Tucson Electric's regulatory equity to 40% of total
capitalization (the calculation by the Arizona Corporation
Commission excludes capitalized lease obligations) enabling the
utility to dividend 100% of net income to its parent. The
incremental dividend payment is partially offset by lower interest
expense associated with the debt reduction.

Under the terms of the merger agreement, the investor group will
pay roughly $875 million for UniSource Energy equity and assume
about $2.1 billion of debt.  The merger has been approved by
shareholders and requires regulatory approvals from the Arizona
Corporation Commission, FERC, and the SEC. Management will remain
in place and UniSource Energy's corporate headquarters will remain
in Tucson, Arizona.  The merger, if approved, is expected in the
fourth quarter 2004.


UNIFI INC: S&P's Low-B Ratings Remain on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on Unifi
Inc., including its 'B+' corporate credit rating, remain on
CreditWatch with negative implications following the firm's
announcement of its intent to acquire the INVISTA filament
manufacturing assets located in Kinston, N.C. for $21 million.

As part of the purchase agreement, the manufacturing alliance
between Unifi and INVISTA (formerly with DuPont) will be
terminated. Sales from the Kinston facility were approximately
$300 million, of which two-thirds were to Unifi. With the
acquisition of these assets, Unifi will have a more integrated
manufacturing base in the United States.  Unifi's total debt
outstanding at March 28, 2004, was about $267.6 million.

"Resolution of the CreditWatch will depend, among other things, on
the Company's strategy regarding its operations in China," said
Standard & Poor's credit analyst Susan Ding. "In addition, we will
complete a review of the company's business strategies and
financial policies."

Unifi is a manufacturer and processor of textured polyester and
nylon yarns. Unifi's yarns are found in home furnishings, apparel
and industrial fabrics, automotive upholstery, and hosiery.


UNITED AIRLINES: Asks Court to Continue CBA Grievance Process
-------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
UAL Corporation and its debtor affiliates and each of their unions
are parties to collective bargaining agreements that establish
grievance processes. Disputes arising under the CBAs may be
submitted for arbitration to the System Board of Adjustment, a
statutorily mandated arbitration board.  The SBA is versed in CBAs
and labor laws and provides an efficient, cost-effective mechanism
for resolving labor disputes.

In this regard, the Debtors seek the Court's permission to modify
the automatic stay to allow the grievance process of their CBAs
to continue.

Mr. Sprayregen relates that at the June 18, 2004 hearing, the
Court questioned the Debtors' ability to arbitrate prepetition
grievances without first obtaining relief from the automatic
stay.  Mr. Sprayregen explains that the automatic stay does not
prevent the arbitration of prepetition grievances, although it
may prevent payment of monetary awards resulting from
arbitration.  However, the Debtors are not seeking permission to
pay monetary awards connected with arbitration.

                             Responses

(1) AFA and ALPA

The Association of Flight Attendants-Communications Workers of
America, AFL-CIO, and the Air Line Pilots Association,
International, want to be heard.  Robert S. Clayman, Esq., at
Guerrieri, Edmond & Clayman, in Washington, D.C., asserts that
the automatic stay does not apply to the grievance process.  The
Debtors' CBAs were not rejected pursuant to Section 1113 of the
Bankruptcy Code, so an order from the Court is not required.

(2) Creditors Committee

The Official Committee of Unsecured Creditors concurs with the
Debtors' position.  Patrick C. Maxcy, Esq., at Sonnenschein, Nath
& Rosenthal, says that the Court need not enter an order
modifying the stay to allow the employee arbitration process to
continue.  However, the Committee will not object if the Court
deems it necessary to enter an order.

(3) IAM

On behalf of the International Association of Machinists and
Aerospace Workers, AFL-CIO, Ira M. Levee, Esq., at Lowenstein
Sandler, in Roseland, New Jersey, states that the Debtors'
adequately demonstrate that the automatic stay does not apply to
the processing of prepetition grievances within the CBAs.
Indeed, the order entered by the Court approving the negotiated
modifications to the CBAs recognized that Section 1113 precludes
application of the automatic stay.  Accordingly, no order is
necessary.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Futures Rep Extends Terms CIBC World's Retention
----------------------------------------------------------
Dean M. Trafelet, Esq., the legal representative for the future
claimants in USG Corporation's chapter 11 proceedings, sought and
obtained the Court's authority to modify and extend the terms of
CIBC World Markets Corp.'s engagement through October 30, 2004.
CIBC serves as Mr. Trafelet's investment banker and financial
advisor.

Mr. Trafelet will continue to retain CIBC pursuant to the terms
of a supplemental letter agreement:

    (a) Term

        The Supplemental Letter Agreement has an initial term
        commencing from April 30, 2004 for a period of six months,
        provided that the Futures Representative has the right to
        continue CIBC's retention after the conclusion of the
        current period pursuant to a subsequent retention
        application and engagement letter to be negotiated.
        During the additional period, either the Futures
        Representative or CIBC may terminate the Supplemental
        Letter Agreement with 30 days advance written notice.

    (b) Fees

        As compensation for its services to the Futures
        Representative, CIBC proposes to charge the Debtors'
        estates a $135,000 monthly fee, nunc pro tunc to
        April 1, 2004, to be paid throughout the Current Period.

    (c) Expenses

        The Debtors will be obligated to reimburse CIBC for its a
        reasonable out-of-pocket expenses incurred.

    (d) Key Persons

        CIBC will make available to the Futures Representative the
        services of Joseph J. Radecki, Jr.  If Mr. Radecki ceases
        to be employed by CIBC, the Futures Representative is
        entitled to terminate the Agreement.

Mr. Radecki, as representative of CIBC, assures the Court that
the firm does not have or represent any interest materially
adverse to the interests of the Debtors or their estates,
creditors or equity interest holders.  CIBC is also a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones, Day, Reavis & Pogue represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $3,252,000,000 in assets and
$2,739,000,000 in debts. (USG Bankruptcy News, Issue No. 69;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


VANGUARD HEALTH: S&P Places Ratings on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on health
care service provider Vanguard Health Systems Inc., including the
company's 'B+' corporate credit rating, on CreditWatch with
negative implications.

"The CreditWatch listing follows the company's announcement
[Mon]day that Blackstone Group has entered into a definitive
agreement to acquire a majority interest in Vanguard in a
transaction valued at about $1.75 billion," said Standard & Poor's
credit analyst David Peknay. Vanguard's current majority owner is
Morgan Stanley Capital Partners. This transaction, if completed,
is expected to add to the company's financial leverage.

As of March 31, 2004, Vanguard's total debt outstanding was $526
million.

Standard & Poor's will monitor progress on the transaction in
conjunction with a rating review.


VITAL BASICS: Employing Point Capital as Investment Bankers
-----------------------------------------------------------
Vital Basics, Inc., and Vital Basics Media, Inc., ask the U.S.
Bankruptcy Court for the District of Maine for permission to
employ Point Capital Partners, LLC, as their investment banker.

The Debtors tell the Court that it intended to file a full payment
plan.  The Debtors are also committed to exploring all
alternatives to generate the best plan for creditors and for other
parties-in-interest.  The Debtors intend to explore new investment
possibilities, financing transactions or a sale of all or part of
their equity or assets.

The Debtors will look to Point Capital to:

   a) prepare financial analysis and model of the Debtors'
      business; prepare confidential memorandum regarding the
      Debtor;

   b) develop a list of qualified parties to enter into a
      Transaction;

   c) organize a "data room" and solicit interest of qualified
      parties to a potential transaction;

   d) meet with potentially interested parties, and solicit
      proposals for a transaction;

   e) review and analyze proposals and advise the Debtors with
      respect thereto; and

   f) assist the Debtor in negotiations with interested parties,
      and consummating a transaction.

Point Capital will receive a $30,000 retainer, which will be paid
at the rate of $10,000 per month for each three months following
its appointment. Point Capital will also be paid a success fee for
every successful transaction it facilitates:

   Total Consideration          Success Fee
   -------------------          -----------
   $20,000,000 or less          2.0%

   $20,000,001 to $30,000,000   2.0% multiplied by $20,000,000
                                plus 3.0% multiplied by the net
                                difference between the total
                                consideration and $20,000,000

   $30,000,001 or more          2.0% multiplied by $20,000,000
                                plus 3.0% multiplied by
                                $10,000,000 plus 5.0% multiplied
                                by the net difference between
                                the total consideration and
                                $30,000,000

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


W.R. GRACE: German Unit Acquires Grom HPLC Packing Tech & Services
------------------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA), announced that its German
subsidiary, Grace Holding GmbH, has acquired GROM ANALYTIK + HPLC
GmbH, located in Rottenburg-Halfingen.  Grom specializes in HPLC
(High Performance Liquid Chromatography) column packing technology
and services designed for high performance small molecule
applications.  The business will be integrated into Grace's
Davison Specialty Materials unit.  Terms of the deal were not
disclosed.

Founded in 1983, Grom is a privately-held specialty chromatography
business based in Germany.  The company manufactures columns and
provides packing and applications services for analytical and
preparative chromatography.

Grace, a global leader in silica material technology, has been
building its separations business through a strategy of internal
growth and acquisitions.  The company currently manufactures
VYDAC(R) columns and media for analytical, preparative, and
process applications and DAVISIL(R) chromatographic media. The
company recently introduced the DENALITM line of columns and media
for small-molecule separations.  Recent acquisitions include
MODcol Corporation, experts in preparative column packing
technology, and the Jones Chromatography HPLC line.

"This acquisition expands our column manufacturing capabilities,
especially for the important small-molecule segment of HPLC," said
Greg Poling, President, Grace Davison Specialty Materials. "Grom's
established expertise in small-molecule separations, service
capabilities and advanced small bore and capillary column packing
technology, combined with our silica material science, positions
us for continued growth in materials for pharmaceutical
applications.  In addition, the acquisition provides a strong base
for our separations business in Europe and enhances our technical
service capabilities in that region," Poling explained.  "We're
pleased to have the Grom organization join our business."  (W.R.
Grace Bankruptcy News, Issue No. 66; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


W.R. GRACE: Wants to Make $20 Million Retirement Fund Contribution
------------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates ask Judge Fitzgerald to
authorize -- but not require -- them to make a $19,725,000
contribution in 2004 into a trust that funds the defined benefit
retirement plans covering their employees, in accordance with a
proposed "funding strategy."

The Debtors remind Judge Fitzgerald that, about a year ago, she
authorized, but did not require, the Debtors to make
contributions to the Grace Retirement Plans of approximately $40
million in each for 2003 and 2004.  After discussions with the
three Official Committees, the order was submitted authorizing a
contribution of $40 million only for 2003.

The Debtors' management agreed that they, with the actuary of the
Grace Retirement Plans and others, would revisit updated data
during the first half of 2004 and would then consult with the
three Committees and submit another, separate motion with regard
to the proposed 2004 contributions.  The Debtors provided the
Committees' representatives with the results of the evaluation of
the updated data and held discussions.

                        The Retirement Plans

The Grace Retirement Plans currently consist of 14 funded,
defined benefit pension plans, each of which is qualified under
Section 401(k) of the Internal Revenue Code.  The most
significant Grace Retirement Plan is the "W. R. Grace & Co.
Retirement Plan for Salaried Employees," which makes up
approximately 83% of the assets, and 85% of the liabilities, of
the Grace Retirement Plans in the aggregate, depending on the
measure of liability.

Many of the Grace Retirement Plans are maintained pursuant to
collective bargaining agreements.  Unions representing the
Debtors' employees consistently for many years have placed a high
priority on the continuation and protection of accruals under the
Grace Retirement Plans and the periodic enhancement of benefits
under those Plans.  Virtually all of the Debtors' employees
consider continued benefit accruals under the Grace Retirement
Plans and the continued financial viability of those Plans as
important aspects of their employment relationship with the
Debtors and a key component of their financial plan for
retirement.

             Employees Covered by Grace Retirement Plans

The Debtors have a long history of providing employees with
defined benefit pension plans.  For instance, the Grace Salaried
Plan has been in existence since at least 1959.  Virtually all of
the Debtors' active employees are currently covered by one of the
Grace Retirement Plans and have been accruing benefits under a
Grace Retirement Plan for their entire period of employment with
the Debtors and expect to continue to accrue those benefits
throughout their employment with the Debtors.  The Grace Salaried
Plan alone covers over 2,160 active salaried employees -- of a
total U.S. workforce of approximately 3,400 employees -- or 64%
of the Debtors' domestic workforce.

Employers that are considered competitors or peers of the
Debtors' businesses with respect to recruitment and retention of
employees, generally maintain defined benefit pension plans for
their employees.  According to Hewitt Associates LLC, a
nationally recognized benefits consulting firm, 23 of the 26
companies the Debtors identified for purposes of employee benefit
comparisons maintained one or more defined benefit plans during
2002.  As a result, the Debtors believe that continued coverage
under, and the financial viability of, the Grace Retirement Plans
are vital components to maintain competitive retirement benefits,
which is key to attracting and retaining high-quality employees
for the Debtors' businesses.

During recent months, the Debtors' employees have expressed
continued concerns regarding the financial viability of the Grace
Retirement Plans, in part due to the continued underfunding of
the plans.  Therefore, the Debtors' management believes that
failure to restore the funded status of the Grace Retirement
Plans will have a substantial negative impact on the morale of
the Debtors' workforce, and thereby the productivity of the
Debtors' business.

               Funded Status of the Grace Retirement Plans

As of January 1, 2004 and January 1, 2003, the funded status of
the Grace Retirement Plans using Financial Accounting Standard
35, and including the Accumulated Benefit Obligations and the
Projected Benefit Obligation, is:

A. January 1, 2003
    (amounts to nearest million)

           Measure of          Economic
           Liability          Obligation        ABO
           ----------         ----------        ---
           [None stated]         $675          $781
           Asset Value            557           557
                                -----        ------
           Funded Status        -$118         -$224
                                =====         =====

B. January 1, 2004
    (amounts to nearest million)

           Measure of          Economic
           Liability          Obligation        ABO      PBO
           ----------         ----------        ---      ---
           [None stated]         $741          $879     $912
           Asset Value            658           658      658
                                -----         -----    -----
           Funded Status         -$83         -$221    -$254
                                =====         =====    =====

The change from January 2003 to January 2004 overall was
positive:

               Economic Obligation       +$35
               ABO                        +$3
               PBO                       -$12

The Debtors admit that the Grace Retirement Plans are still
underfunded by any generally accepted measure.  While the asset
value increased by approximately $101 million during 2003, the
liabilities also increased significantly.  Using the Economic
Obligation as a measure of liabilities, the amount of
underfunding decreased.  However, the underfunding remained
essentially unchanged using the ABO as a measure of liabilities,
and slightly increased using the PBO as the measure.

In addition, a cash flow analysis of the Grace Retirement Plans
indicates that for 2004 and subsequent calendar years, annual
benefit payments from the Grace Retirement Plans will total
approximately $70 million per year.  The total market value of
assets as of January 1, 2004, is $658 mullion, representing a
high proportion of total funds paid out on an annual basis when
compared to comparable funded retirement plans of other
employers.  This highlights the necessity for the Debtors to
continue to make substantial contributions to the Grace
Retirement Plans to assure their continued financial viability.

                        2004 Funding Strategy

To make up for the significant underfunding consistent with the
Debtors' business objectives, the Debtors developed a strategy
for funding the Grace Retirement Plans that is aimed to:

    (a) satisfy all legally required minimum contributions
        under Section 412 of the Internal Revenue Code;

    (b) avoid the requirement to provide an Underfunding
        Notice to Grace Retirement Plan participants; and

    (c) provide an opportunity to minimize the aggregate funding
        required over 2, 3 and 4 calendar year periods to the
        extent possible through making contributions slightly
        earlier than legally required.

Calculating contributions for 2004 using the Debtors' proposed
funding strategy would also have the important benefit of
permitting the Debtors' management to report to concerned
employees that substantial contributions will be made in 2004,
consistent with the objective of significantly improving the
funded status of the Grace Retirement Plans in a reasonable
period.

The Debtors' estimated contributions consistent with a
continuation of the 2004 funding strategy for the years 2004
through 2006 are:

        2004            2005           2006             2007
      -----------     -----------    ------------    ------------
      $19,725,000     $43,879,000    $143,452,000    $194,078,000

The Debtors' management believes that the only other viable
alternative to the 2004 funding strategy that could result in a
smaller contribution in 2004 than the projected $20 million is
for Grace to make contributions to each Grace Retirement Plan,
only at the time and in the amount required by Section 412.  This
"just-in-time" funding for the period 2004 through 2007 would be:

        2004            2005           2006             2007
      --------     -----------      ------------     ------------
      $109,000     $79,410,000      $144,411,000     $203,546,000

Approximately $109,000 is required under Section 412 to be
contributed during 2004.  However, more than $79 million would
then be required in 2005.  In addition, under the "just-in-time"
funding, the Debtors' management could not report to employees
that significant contributions were made during 2004.
Underfunding notices would be required to be distributed to
employees.

Overall, for each multiple calendar year period, the "just-in-
time" funding results in greater cumulative cash contributions
than a continuation of the 2004 Funding Strategy the Debtors
propose.

The Debtors will continue to evaluate the Plans and reserve the
right to refine or change the funding strategy for 2005 and
thereafter.  The Debtors nevertheless believe at this time that
the 2004 Funding Strategy they have selected offers a sound,
basic outline from which future funding strategies may be
derived.

                  Debtors' Sound Business Judgment

The Debtors currently expect that the 2004 Funding Strategy will
satisfy the minimum funding requirement for 2004 and avoid the
need to provide the Underfunding Notice for the 2005 plan year.
The 2004 Funding Strategy will permit the Debtors to begin the
process of fully funding the Grace Retirement Plans by 2007,
until at least the re-evaluation of the overall funding strategy
in early 2005.

The Debtors determine that the 2004 Funding Strategy is an
effective approach to funding the Grace Retirement Plans because
the legal funding requirements will be satisfied in a manner that
will also address the employee morale and competitiveness issues.
In particular, the 2004 Funding Strategy represents a systematic
method to eliminate the underfunding of the Grace Retirement
Plans within a reasonable period of time and demonstrates the
Debtors' commitment to fund those Plans by making significant
contributions in the current year.

The Debtors also assert that the 2004 Funding Strategy is
effective from a cash flow management perspective because it
provides for making legally required contributions to the Grace
Retirement Plans and avoiding the Underfunding Notice through
level contributions over 2004, and provides for flexibility as a
result of a scheduled re-evaluation of all aspects of the overall
funding strategy in early 2005.

The Debtors have determined that merely satisfying the minimum
funding requirements through "just-in-time" funding each year
would not address the concerns of employees because no
significant contributions would be made to the Grace Retirement
Plans for at least one year.  Moreover, satisfying the minimum
funding requirements would cause the Debtors to incur the
obligation to provide the Underfunding Notice to Grace Retirement
Plan participants.  The Debtors' management believes that
implementing a strategy that would merely satisfy the minimum
funding requirements each year is not consistent with the
Debtors' overall cash management approach because of the
potential for substantial variability in required contributions
from year to year.

In evaluating options with respect to funding the Grace
Retirement Plans, the Debtors have determined that:

    (a) the morale of the Debtors' employees is adversely affected
        by the current financial status of the Grace Retirement
        Plans; not addressing these employee concerns will lead
        to further erosion of morale and productivity and thereby
        result in a negative impact on the Debtors' ability to
        successfully reorganize;

    (b) merely satisfying the minimum funding requirements
        through "just-in-time" funding on an ongoing basis will
        not alleviate the employees' concerns; and

    (c) providing the Underfunding Notice to Grace Retirement
        participants would increase employees' concerns regarding
        the financial status of the Grace Retirement Plans, as
        well as the financial situation of the Debtors.  (W.R.
        Grace Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
        Service, Inc., 215/945-7000)


WAVEFRONT: Secures Multi-Point Monitoring Solutions Contract
------------------------------------------------------------
Wavefront Energy and Environmental Services Inc. (TSX Venture
Exchange: WEE), a provider of innovative technologies for fluid
flow optimization and monitoring processes, has recently been
awarded a monitoring project.  The project's value will
approximate $520,000 and involves a multi-point pressure and
temperature system to monitor pressure evolution of the reservoir
during steam injection and oil production.  This project
illustrates the trust their clients have in the quality of our
products and workmanship and the support we have provided them in
the past.

     About Wavefront Energy and Environmental Services Inc.

Wavefront -- whose February 29, 2004 balance sheet shows a
$4,902,455 stockholders' deficit compared to a $4,683,605 deficit
at August 21, 2003 -- develops, markets, and licenses proprietary
technologies in the energy and environmental sectors. The
company's Pressure Pulse Technology for fluid flow optimization
has been demonstrated to increase oil recovery.  Within the
environmental sector, Pressure Pulse Technology accelerates
contaminant recovery and improves in-ground treatment of
groundwater contaminants thereby reducing liabilities and
restoring the site to its natural state more rapidly.  Wavefront
trades on the TSX Venture Exchange under the symbol WEE and the
Company's website is http://www.onthewavefront.com/


WESTERN OIL: President Guy Turcotte to Assume Chairman's Position
-----------------------------------------------------------------
Western Oil Sands Inc. reports that Guy Turcotte anticipates
stepping down as President and Chief Executive Officer at the end
of this year or early next year and moving to the position of
Chairman of the Board of the Corporation at that time.  As
Chairman, Mr. Turcotte would succeed Geoff Cumming, who will
remain a director of the Corporation.

Mr. Turcotte stated "I have been CEO of three different public
companies for a period totaling approximately 25 years and feel it
is time to reduce my level of involvement in this capacity.  Now
that the ramp-up to full production of the Athabasca Oil Sands
Project nears completion, I feel very comfortable making this
change.  The past 5 years have been very exciting and challenging,
and I expect that the next few years will be equally so as the
Corporation pursues its expansion plans.  Our initial Project has
provided a solid platform for growth within our core business and
from which to pursue other opportunities, levering off the
strengths of our team.  Western has developed a strong management
team that is executing the Corporation's objectives, and I intend
to remain involved by providing strategic direction to the
Corporation in my new role as non-executive Chairman of the
Board."

In Mr. Turcotte's new role, he will be considered a related
director.  Therefore, the Board intends to establish a Vice
Chairman/Lead Director position to be held by an independent
director who will provide independent advice and input in the
management of governance issues for the Board.

The Board has established a search committee to identify and
evaluate potential candidates and to select a suitable person for
the position of Chief Executive Officer, which is anticipated to
occur by the end of this year or early next year.  Upon selection
of a suitable candidate, Mr. Turcotte will transition into the
role of Chairman of the Board.  As Chairman, Mr. Turcotte will
continue to office at Western and will maintain certain specific
responsibilities which will include a continuing role in managing
our relationships with our joint venture partners Shell Canada
Limited and Chevron Canada Limited; and advising on strategic,
operational and financial matters, including pursuing Western's
resolution of outstanding insurance claims.

Mr. Cumming, the Corporation's current Chairman, said, "the Board
and shareholders of Western express their thanks for Guy's
outstanding contribution to the founding of Western and his
dedication to the Corporation throughout the past 5 years.  We are
very pleased that Guy will remain directly involved with Western
as its new Chairman; this new role will enable him to continue to
provide valuable guidance to Western."

Western Oil Sands Inc. -- whose March 31, 2004 balance sheet shows
a $13,423,000 stockholders' deficit compared to a $7,720,000
deficit at December 31, 2003 -- is a Canadian oil sands
corporation which holds a 20 percent undivided interest in the
Athabasca Oil Sands Project together with Shell Canada Limited (60
percent) and Chevron Canada Limited (20 percent).  For additional
information, visit http://www.westernoilsands.com. The Common
Shares of Western are listed on the Toronto Stock Exchange under
the symbol "WTO".


WOMEN FIRST: Auctioning Pharmaceutical Assets on August 18
----------------------------------------------------------
Women First Healthcare, Inc., wants the U.S. Bankruptcy Court for
the District of Delaware to approve uniform bidding procedures to
flush out higher and better bids for its pharmaceutical business.
The Debtor's pharmaceutical business includes the Midrin,
Equagesic, Synalgos, and Wygesic product lines.

Women First has an offer in hand from FSC Laboratories, Inc., for
its pharmaceutical business.  Subject to higher and better bids
and an auction process, Women First signed an Asset Purchase
Agreement proposing to sell, assign and transfer the Assets to
FSC, free and clear of all liens, claims and encumbrances for
$1,750,000, less a $175,000 earnest money deposit.

Although the Debtor believes that its agreement with FSC is fair
and reasonable, the Bidding Procedures will establish a process
for solicitation of overbids to obtain the highest and best price
possible for the Assets.  FSC will be established as the "stalking
horse bidder."  Overbids must have an initial offer of at least
$350,000 more than the purchase price.  Bidding at any auction
will be in $100,000 increments.

If a superior bid emerges from the auction process, the Debtor
will pay FSC a $175,000 break-up fee plus expense reimbursement of
up to $75,000 on the date of the consummation of the Alternative
Transaction.

All Qualified Bidders have until 4:00 p.m. on August 9, 2004, to
submit their offers.  Written copies of an competing bids must be
delivered to:

   (a) Women First HealthCare, Inc.
       Attn: Richard Vincent
       5355 Mira Sorrento Place, Suite 700
       San Diego, California
       Fax: 858 509-1887;

       with copies sent to:

       Latham & Watkins LLP
       Attn: Robert A. Klyman, Esq.
       633 West Fifth Street, Suite 4000
       Los Angeles, California 90071
       Fax: 302 571-1253;

               and

       Young, Conaway, Stargatt & Taylor, LLP
       Attn: Michael R. Nestor, Esq.
       The Brandywine Buidling, 1000 West Street
       PO Box 391, Wilmington, Delaware 19899
       Fax: 302 571-1253;

   (b) counsel to FSC
       Robinson, Bradshaw & Hinson, PA
       Attn: David J. Clark, Esq.
       101 N. Tryon St., Suite 1900
       Charlotte, North Carolina 28246
       Fax: 704 373-3990;

   (c) counsel to the Lenders
       Paul, Weiss, Rifkind, Wharton & Garrison LLP
       Attn: Alan W. Kornberg, Esq.
       1285 Avenue of the Americas
       New York, New York 10019
       Fax: 212 492-0209;

   (d) Office of the United States Trustee
       Attn: David Klauder, Esq., and
             William Harrington, Esq.
       844 King Street, Room 2313
       Wilmington, Delaware 19801
       Fax: 302 573-6497; and

   (e) counsel to the Committee
       Reed Smith LLP
       Attn: Kirt F. Gwynne, Esq.
       1201 Market Street, Suite 1500
       Wilmington Delaware 19801
       Fax: 302 778-7575.

If a Qualified Bid is received on or before the Bid Deadline, an
auction will take place on August 18, 2004, at 10:00 a.m. at the
offices of Young, Conaway, Stargatt & Taylor, LLP.

Headquartered in San Diego, California, Women First HealthCare,
Inc. -- http://www.womenfirst.com/-- is a specialty
pharmaceutical company dedicated to improve the health and well-
being of midlife women. The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11278).
Michael R. Nestor, Esq., and Sean Matthew Beach, Esq., at Young
Conaway Stargatt & Taylor represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $49,089,000 in total assets and
$73,590,000 in total debts.


WORLDCOM INC: Agrees to Assume Three NCR Corporation Agreements
---------------------------------------------------------------
Worldcom Inc. and NCR Corporation entered into three agreements
from 1999 to 2001:

    (1) Partnership Service Agreement - Network Services, as
        revised and amended on May 18, 1999, under which certain
        of the Debtors purchased from NCR installation, support,
        and maintenance services;

    (2) Teaming Agreement, as revised and amended on January 27,
        2000, under which certain Service Orders and Statements of
        Work for Wells Fargo Bank and The Nasdaq Stock Market,
        Inc., fall; and

    (3) Global Services Agreement dated July 26, 2001.

NCR filed Claim No. 21691, asserting that the Debtors owe
$2,100,097 for certain prepetition goods and services it
provided.  The Debtors tell the Court that NCR owes them
$2,376,125 for certain prepetition goods and services they
provided.

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

    -- The Debtors will assume the Agreements.  The cure payment
       for the assumption will be $2,100,097.  The Cure Payment
       will be recognized and satisfied in full by deducting the
       Debtors' Debt from the NCR Debt.  The Debtors will not be
       obligated to make any other payment as a result of the
       assumption.  The Cure Payment will satisfy, discharge, and
       remedy the Debtors' Debt and all conditions, defaults, and
       amounts owed by the Debtors under or related to the
       Agreements that are necessary or required to enable or
       authorize the assumption.

    -- NCR will pay the Debtors $276,028:

    -- The NCR Claims will be deemed expunged and extinguished.
       The parties will pay, in accordance with the terms of the
       Agreements and the applicable invoices, all postpetition
       amounts that are due and owing.

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)


* Mary Anne Citrino Joins Blackstone's Corporate Advisory Group
---------------------------------------------------------------
Mary Anne Citrino has joined The Blackstone Group's Corporate
Advisory Group as a Senior Managing Director, bringing with her
over 20 years experience as a leading investment banker.

Prior to joining Blackstone, Ms. Citrino spent more than 20 years
advising clients at Morgan Stanley where she was appointed Global
Head of its Consumer Products Investment Banking Group in 2001.
Some of the more notable transactions in which she was involved
include advising Unilever on its acquisitions of Ben & Jerry's,
Slim-Fast and Helene Curtis as well as selling its Diversey Lever
business to SC Johnson. She also advised Pfizer on its sale of
Schick to Energizer, Hershey Trust on its attempted sale of
Hershey to Wrigley, and structured and advised on Heinz's spin of
assets to Del Monte. Prior to running the consumer products group,
Mary Anne was co-head of health care services investment banking
at Morgan Stanley.

Hamilton E. James, Vice Chairman of Blackstone said, "We are
delighted that Mary Anne has decided to join our fast growing
corporate advisory team. Her unique experience in the consumer
products and healthcare sectors will be extremely valuable and
complementary to our existing sector teams."

Ms. Citrino added, "Blackstone's extraordinary reputation, its
entrepreneurial approach to seeking strategic solutions and its
lack of conflicts, combined with the insights and opportunities
created by its principal activities, provides an outstanding
opportunity. I am enormously excited about advising clients from
the Blackstone platform, which is unique on Wall Street for its
independence and single-minded focus on its clients."

Mary Anne Citrino received a B.A. in Economics from Princeton
University, Phi Beta Kappa, and received her MBA from Harvard
Business School as a George F. Baker scholar.

                  About The Blackstone Group

The Blackstone Group -- http://www.blackstone.com/-- a private
investment and advisory firm with offices in New York, Atlanta,
Boston, London and Hamburg, was founded in 1985. Blackstone's
Corporate Advisory practice offers full transaction execution
capability, absolute confidentiality, senior level attention, a
focus on long-term strategic planning, and an absence of conflicts
of interest. The Blackstone Group's other core businesses include
Restructuring and Reorganization Advisory, Private Equity
Investing, Private Real Estate Investing, Corporate Debt
Investing, and Marketable Alternative Asset Management.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, TN
            Contact: 1-703-449-1316 or www.iwirc.com

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
          Marriott Marquis, New York City
             Contact: 312-578-6900 or www.turnaround.org

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
                  Contact: 1-800-726-2524; 903-592-5168;
                           dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
          JW Marriott Desert Ridge, Phoenix, AZ
             Contact: 312-578-6900 or www.turnaround.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
          Chicago Hilton & Towers, Chicago
             Contact: 312-578-6900 or www.turnaround.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                           *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

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