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        T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, June 25, 2004, Vol. 8, No. 128

                           Headlines

AAMES FINANCIAL: Declares Preferred Stock Dividend Payable June 30
ACCESS WORLDWIDE: Welcomes Michael Dornemann to Board of Directors
ADELPHIA: Peter Venetis Wants to Advance Additional Defense Costs
AFFINITY: Patent Office To Reexamine Financial Account Patent
AIR CANADA: Accepts Cerberus' $250 Million Investment Proposal

AIR CANADA: Court Okays Pension Funding Proposal & OSFI Protocol
ALL AMERICAN SPORTPARK: Looks for New Funds to Meet Obligations
ALLEGHENY: Selling Interest in Ohio Valley Electric to Buckeye
ALLEGIANCE TELECOM: XO Communications Completes Acquisition
ALLIED WASTE: S&P Revises Ratings Outlook to Positive from Stable

ARTIFICIAL LIFE: Recurring Losses Spur Going Concern Uncertainty
AQUILA INC: S&P Lowers Corporate Credit Rating to CCC+ from B-
ARDENT HEALTH: S&P Assigns B+ Rating to $275M Senior Secured Debt
ARMSTRONG: Appoints Frank Ready As CEO Of Floor Products N.A.
B&B COMMUNICATIONS: Case Summary & 43 Largest Unsecured Creditors

BEACON HILL: S&P Puts BB Preference Share Rating on Negative Watch
BRIAZZ: Section 341(a) Meeting Scheduled to Commence on July 14
BIOPURE CORP: Appoints Zafiris Zafirelis As New President and CEO
BURLINGTON: BII Trust Wants To Extend Service Date For Complaints
CARROLS CORP: S&P Places Low-B Ratings on CreditWatch Negative

CHUMASH CASINO: S&P Affirms BB- Rating & Says Outlook Now Positive
CIT RV TRUST: S&P Places Ratings on CreditWatch Negative
CONSECO: Declares Preferred Stock Dividend Payable on August 16
CONSECO INC: Shareholders to Meet on August 24 in Carmel, Indiana
CRESCENT OPERATING: Court Confirms Reorganization Plan

DAN RIVER: Committee Employs Houlihan Lokey as Financial Advisor
DAVEL COMMS: Ability To Continue As A Going Concern Is In Doubt
DEZES CHIROPLUS: Case Summary & 6 Largest Unsecured Creditors
DII IND: Inks Stipulation Resolving Insurance Neutrality Issue
DOLE HOLDING: S&P Assigns BB- Rating to Corporate Credit

ENRON: Accepts Southern Union/GE's $2.35BB Offer for CrossCountry
ENRON: Panel Sues 6 Workers to Recover $7.2M Preferential Payments
ENRON: Wants 34 Creditors to Return $100MM+ Preferential Payments
ENRON CORP: Examiner Goldin Granted Relief From SPE Investigation
EXECUTIVE GLASS: Case Summary & 21 Largest Unsecured Creditors

FIRST AMERICAN: C. Reaves Named National Default Unit President
FISHER SCIENTIFIC: Anticipates Closing Apogent Merger on Aug. 2
FLEMING: Wants to Stretch Deadline To Remove Actions To Oct. 31
FREESCALE SEMICONDUCTOR: S&P Rates Corporate & Senior Debt at BB+
GEMSTAR-TV GUIDE: Reaches Final Settlement with SEC

GLOBAL CROSSING: Deloitte Completes Probe On Cost Of Access
GRUPO TMM: Launches Debt Exchange Offer & Consent Solicitation
INSIGHT HEALTH: S&P Places Low-B Ratings on Negative Watch
INTEGRATED ELECTRICAL: S&P Places BB/B+ Ratings on Negative Watch
INTERSTATE 95: Case Summary & 21 Largest Unsecured Creditors

J.P. MORGAN: Fitch Affirms $51.7M 1997-C5 Class F Rating at BB
KITCHEN ETC: First Creditors' Meeting Slated for July 13, 2004
LAS VEGAS SANDS: S&P Raises Corporate Credit Rating to B+
LB COMMERCIAL: Fitch Maintains Junk Rating on $17.3M Class L Notes
LONGBOW MINING: McKennon Wilson Replaces Moore Stephens as Auditor

MAGNITUDE INFORMATION: Needs More Capital to Continue Operations
MCWATTERS MINING: Creditors Approve Proposals under BIA
MEDICAL MAKEOVER: Former Auditors Air Going Concern Uncertainty
MERISANT WORLDWIDE: Extends 12 1/4% Senior Debt Offer to July 1
MIRANT CORP: Haverstraw Ask For Protective Order On Depositions

MORGAN STANLEY: Fitch Affirms $13.6M 1996-C1 Class F Rating at B
NATIONAL CENTURY: Unencumbered Assets Trust Wants Rule 2004 Exams
NEW WEATHERVANE: US Trustee Names 5-Member Creditors' Committee
NORTEL NETWORKS: S&P Keeps Low-B Ratings On CreditWatch Developing
NORTEL NETWORKS: Postpones Annual Shareholders' Meeting

OMI CORPORATION: Commences 12 Million Share Equity Offering
ORION TELECOMMS: Committee Turns to TRG for Financial Advice
PARMALAT GROUP: U.S. Debtors Tap Harry Davis As Auctioneer
PARMALAT GROUP: U.S. Debtors Opt to Reject Tuscan Supply Agreement
PEGASUS: Bar Date For Filing Proofs Of Claim Set On Oct. 12, 2004

PG&E NATIONAL: USGen Proposes New Employee Retention Program
PJ REALTY INC: Case Summary & 9 Largest Unsecured Creditors
PRIDE INT'L: Fitch Assigns 'B+' Rating to Senior Unsecured Notes
PRUDENTIAL: Fitch Affirms Low-B Ratings on 4 1999-NRF1 Classes
PRUDENTIAL: Fitch Affirms Low-B Ratings on 6 2003-PWR1 Classes

RCN CORP: Wants Court Nod To Continue Employee Retention Plan
RIVERSIDE HEALTHCARE: Case Summary & Largest Unsecured Creditors
RJ HOULE MECHANICAL: Case Summary & Largest Unsecured Creditors
SIGHT RESOURCE: Files for Chapter 11 Protection in S.D. Ohio
SIGHT RESOURCE: Case Summary & 20 Largest Unsecured Creditors

STELCO INC: Agrees With USWA Locals On Talks Process
UNIFLEX INC: Case Summary & 20 Largest Unsecured Creditors
UNITED AIRLINES: Applies To Employ Marr Hipp As Labor Counsel
UNITED AIRLINES: S&P Withdraws Ratings on Enhanced Equipment Certs
UNITED AUBURN: S&P Raises Corporate Credit Rating to BB from BB-

VILLA ST. MICHAEL: Taps Mehlman Greenblatt as Bankruptcy Counsel
W.R. GRACE: Court Wants Chapter 11 Plan Filed by October 14, 2004
Z-1 CDO 1996-1: Fitch Assigns Junk Rating to $21MM Class B Notes

* New England Consulting Partners Opens Detroit Area Office

* BOOK REVIEW: Leveraged Management Buyouts

                           *********

AAMES FINANCIAL: Declares Preferred Stock Dividend Payable June 30
------------------------------------------------------------------
Aames Financial Corporation (OTCBB:AMSF), a 50 year old national
subprime mortgage lender, declared a cash dividend on its Series B
convertible preferred stock, Series C convertible preferred stock,
and Series D convertible preferred stock for the quarter ending
June 30, 2004. The Company will pay this quarterly dividend,
approximately $2.9 million, on June 30, 2004 to stockholders of
record on June 15, 2004.

The quarterly cash dividend is calculated based upon the dividend
rate on the stated value of the shares accrued from April 1, 2004
through June 30, 2004. In connection with this cash dividend, the
holders of Series B Convertible Preferred Stock will receive
$0.016 per share, holders of Series C Convertible Preferred Stock
will receive $0.081 per share and holders of Series D Convertible
Preferred Stock will receive $0.014 per share. All fractional
payment amounts will be rounded up to the nearest cent for each
shareholder.

For more information, contact either Mr. Ronald J. Nicolas, Jr.,
Executive Vice President and Chief financial Officer or Jon D. Van
Deuren, Senior Vice President, Finance and Chief Accounting
Officer in the Company's Investor Relations Department at (323)
210-5311 or at info@aamescorp.com via email.

                     About Aames Financial

Aames Financial Corporation is a leading home equity lender, and
at March 31, 2004 operated 93 retail branches, five regional
broker operations centers and two National Loan Centers throughout
the United States.

As reported in the Troubled Company Reporter's April 1, 2004
edition, Fitch Ratings upgraded Aames Financial Corp's.
subordinated debt due 2006 to 'CCC' from 'CC'. Concurrent with
this action, Fitch has withdrawn the company's senior debt rating
of 'CCC' as the company has repaid its senior debt. The Rating
Outlook is Stable.

Fitch's rating action reflects the company's improved operating
performance and liquidity, brought on by more disciplined loan
origination and the robust mortgage environment. Since
implementing new standards in 2000, the company has achieved
better realization on its whole loan sales. Coupled with the
robust mortgage environment, Aames has been able to generate solid
earnings, relative to historical levels over the last year. While
the company's liquidity profile has improved, it remains highly
reliant on short-term warehouse facilities, and this is reflective
of the current rating.

Additional information on the company may be obtained by visiting
http://www.aames.net/


ACCESS WORLDWIDE: Welcomes Michael Dornemann to Board of Directors
------------------------------------------------------------------
Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC),
a leading outsourced marketing services organization, announced
that Michael Dornemann has been unanimously elected to the
Company's Board of Directors, effective June 22, 2004.

Mr. Dornemann has more than 30 years of corporate development,
strategic advisory, advertising and media experience. In 2001, he
founded Dornemann & Co., LLC, a media consulting firm. Earlier in
his career, Mr. Dornemann spent 18 years in the New York, Munich,
and Luxemburg offices of media conglomerate Bertelsmann AG where
he was an executive Board member for 16 years. Their major
operations include RTL Group, a European TV and radio broadcaster;
Random House, one of the world's largest book publishing groups;
Gruner + Jahr, a European magazine publisher; and BMG Music, a
global music company. In addition, Bertelsmann operates Arvato,
which provides media services, and DirectGroup Bertelsmann, a
global media distribution company that reaches audiences through
clubs and the Internet.

Previously, Mr. Dornemann was the Chairman and Chief Executive
Officer of Bertelsmann Entertainment Group and amassed several
accomplishments. He oversaw the formation and operation of the
Bertelsmann Entertainment Division which included BMG Music Group
(RCA Records and Ariola Records), one of the world's largest music
companies. The division also included RTL Group, a leading TV
operator in Europe.

In addition to his Board position with Access Worldwide,
Mr. Dornemann serves as Chairman of the Board of Strenesse AG, a
high-end German fashion house; Syntek Capital AG, an international
investment company whose portfolio consists of companies in the
media, advanced technology and software sectors; and Crossing
Pictures GmbH, a firm that invests in the production and
distribution of movies and TV advertising. He is also a member of
the Board of Directors of Directory M, an internet advertising
company, and Columbia Music Entertainment, one of the largest
independent music companies in the world based in Tokyo and
trading on the Tokyo Stock Exchange.

Shawkat Raslan, Chairman, President and Chief Executive Officer of
Access Worldwide, remarked, "Michael brings a new mix of business
experience to the Board with his strong background in marketing,
advertising and strategic development. I am excited to welcome him
to Access Worldwide."

Mr. Dornemann commented, "I am pleased to be elected to the Board
of Directors and have already made a financial investment in the
Company by becoming one of the ten largest shareholders. I look
forward to helping Access Worldwide sustain its revenue growth and
build shareholder value."

Founded in 1983, Access Worldwide -- whose March 31, 2004 balance
sheet shows a stockholders' deficit of $4,023,231 compared to a
deficit of $3,749,674 at December 31, 2003 -- provides a variety
of sales, marketing and medical education services. Among other
things, the company reaches physicians, pharmacists and patients
on behalf of pharmaceutical clients, educating them on new drugs,
prescribing indications, medical procedures and disease management
programs. Services include product stocking, medical education,
database management, clinical trial recruitment and teleservices.
For clients in the telecommunications, financial services,
insurance and consumer products industries, the company reaches
the established mainstream and growing multicultural markets with
multilingual teleservices. Access Worldwide is headquartered in
Boca Raton, Florida and has over 1,000 employees in offices
throughout the United States. More information is available at
http://www.awwc.com/


ADELPHIA: Peter Venetis Wants to Advance Additional Defense Costs
-----------------------------------------------------------------
Jeffrey T. Golenbock, Esq., at Golenbock Eiseman Assor Bell &
Peskoe, LLP, in New York, relates that Peter L. Venetis, a former
Adelphia Communications (ACOM) and Adelphia Business Solutions
(ABIZ) director, has been named defendant in around 50
civil suits alleging liability as a consequence of actions
allegedly taken by Mr. Venetis in his capacity as director.  To
defend himself, Mr. Venetis has been forced to retain a counsel
and incurred hundreds of thousands of dollars of fees in that
regard.  Mr. Venetis attempted to obtain coverage for the defense
costs under the Debtors' director and officer liability insurance
policies:

   (1) Directors and Officers Liability Insurance Policy issued
       by Associated Electric & Gas Service Limited, which
       provides a $25,000,000 primary layer of coverage;

   (2) Excess Policy issued by Federal Insurance Company of the
       Chubb Group of Insurance Companies, which provides
       coverage of up to $15,000,000 in excess of the coverage
       provided by the AEGIS Policy; and

   (3) Excess Policy issued by Greenwich Insurance Company,
       which provides coverage of up to $10,000,000 in excess of
       the coverage provided by the AEGIS Policy and the Federal
       Policy.

According to Mr. Golenbock, AEGIS refused coverage on several
grounds, including a concern that any distribution of proceeds
violates the automatic stay.  In 2002, the Rigases asked the
Bankruptcy Court to lift the stay to advance the Defense Costs.
The Bankruptcy Court granted the request in November 2002, after
determining that modifying the automatic stay is necessary for
any draw down on the D&O Policies' proceeds because the proceeds
constitute property of the Debtors' estate.

Notwithstanding the Bankruptcy Court's decision, Mr. Venetis,
along with the Rigases, was prohibited from enforcing his rights
against the Carriers because a declaratory judgment action filed
by the Carriers in the U.S. District Court for the Eastern
District of Pennsylvania, which seeks to rescind the D&O
Policies, had been stayed by the Bankruptcy Court.

On appeal, the U.S. District Court for the Southern District of
New York vacated and remanded the matter so the Bankruptcy Court
would determine if the Declaratory Judgment Action could be
stayed under Section 105(a) of the Bankruptcy Code.  The District
Court also held that the Debtors did not have a property interest
in the proceeds of the D&O Policies.  Despite the Rigases
prevailing over the issue, AEGIS continued to refuse to forward
Defense Costs to them.

The Bankruptcy Court then determined that, under Section 105(a),
it could not stay the Declaratory Judgment Action to the extent
it had been previously stayed.  The Bankruptcy Court, therefore,
denied the Debtors' request to stay the Declaratory Judgment
Action to the extent it did not involve rescission of the D&O
Policies or implicate deposition discovery.  The Bankruptcy Court
made clear that the insured may seek further advances from the
D&O Policies without threatening the Debtors' reorganization.

In the Pennsylvania proceeding, Mr. Venetis and the Rigases
sought for summary judgment requiring the Carriers to pay
$300,000 in Defense Costs per insured prior to an "adjudication
of the merits of the Carriers' claim of lack of coverage based on
exclusions in the policies or rescission of the policies."  The
Pennsylvania Court granted the request.

Consequently, Mr. Venetis entered into an undertaking with AEGIS
with respect to the possible repayment of any amounts forwarded
by AEGIS as Defense Costs.  Mr. Venetis submitted invoices to
AEGIS documenting around $920,000 in Defense Costs.  AEGIS paid
Mr. Venetis $300,000 to partially cover the Defense Costs.

Against this backdrop, Mr. Venetis asks the Bankruptcy Court
direct AEGIS to advance over $600,000 in additional funds to
cover the costs he has incurred to date.  Being a defendant in
about 50 different civil lawsuits, Mr. Venetis says that his
defense costs will continue to be substantial.

Mr. Golenbock reminds the Court that Mr. Venetis is in a far
different position than the Rigases insofar as the criminal
proceedings are concerned.  Unlike three of the Rigases,
Mr. Venetis was never charged with criminal wrongdoing.  The
allegations that ACOM made against Mr. Venetis in an adversary
proceeding are extremely limited.  While ACOM conclusorily
alleges that Mr. Venetis participated in a conspiracy with his
in-laws, there are no allegations that he personally took money
from ACOM, or that he actually participated in any of the
specific acts of wrongdoing that are part of the criminal
proceedings or that are alleged in ACOM's adversary complaint
with respect to other defendants.

Mr. Golenbock points out that the specific allegations that have
been made against Mr. Venetis in the adversary complaint consist
of little more than the fact that (i) he is married to John
Rigas' daughter, (ii) he served as a director of ACOM from late
1999 to June 2002, (iii) he traveled on the company plane with
his relatives on various occasions, and (iv) he failed to tell
the Board, after he became a member, that the companies his wife
worked for and had an interest in, had dealings with ACOM in
connection with a film.  Notwithstanding the fact that as an ACOM
and ABIZ director Mr. Venetis is covered by D&O insurance, ACOM
and the Carriers are attempting to deprive Mr. Venetis of the
benefit of the coverage based on unproven allegations. (Adelphia
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AFFINITY: Patent Office To Reexamine Financial Account Patent
-------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB:AFFI) announced that the
U.S. Patent and Trademark Office (PTO) has granted a request for
reexamination filed by Ameritrade Holding Corporation and
Federated Department Stores related to the Company's patent
covering the fully automated establishment of financial and credit
accounts (U.S. Patent No. 6,105,007). As previously announced, the
Company has filed a lawsuit against both Ameritrade and Federated
alleging infringement of U.S. Patent No. 6,105,007. The Company
has agreed to stay the lawsuits pending the conclusion of the
PTO's reexamination.

In other news, Affinity also announced that it is continuing its
negotiations with certain investors regarding the extension of its
convertible notes which became due earlier in June. Although these
discussions are proceeding, there remains the risk that Affinity
may be unable to extend the notes on a basis acceptable to the
investors or the Company.

Joe Boyle, Affinity's President and Chief Executive Officer,
stated, "This is the third time that we have had to prosecute the
reexamination of one of our patents. We have successfully defended
our first loan processing patent, U.S. Patent No. 5,870,721 C1,
and are continuing to prosecute the reexamination of our second
loan processing patent, U.S. Patent No. 5,940,811. We are
disappointed that we are again confronted with the prospects of
yet another potentially lengthy reexamination of one of our
patents. Our short-term objectives will be to evaluate the time it
will take to prosecute another reexamination and to continue to
negotiate the extension of our convertible notes which became due
earlier this month."

            About Affinity Technology Group, Inc.

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc. -- whose March 31, 2004 balance sheet shows a
stockholders' deficit of $1,452,569 -- owns a portfolio of patents
that cover the automated processing and establishment of loans,
financial accounts and credit accounts through an applicant-
directed remote interface, such as a personal computer or terminal
touch screen. Affinity's patent portfolio includes U. S. Patent
No. 5,870,721 C1, No. 5,940,811, and No. 6,105,007.


AIR CANADA: Accepts Cerberus' $250 Million Investment Proposal
--------------------------------------------------------------
Air Canada announced that pursuant to the recently completed
Private Equity Solicitation Process, it has accepted an investment
proposal from Cerberus ACE Investment, LLC, an affiliate of
Cerberus Capital Management, L.P., a New York based private
investment firm.

The Cerberus proposal provides for an investment of $250 million
in convertible preference shares under terms accepted and
supported by major financial stakeholders, the Company, the Board
and the Monitor. The Cerberus investment, in addition to the
$850 million raised through the Deutsche Bank Stand-By Purchase
Agreement, brings the total equity raised by Air Canada during
this process to $1.1 billion, one of the largest equity amounts
ever raised by an airline.

"We are pleased at having reached a successful outcome to the
equity process which has the solid support of our major financial
partners and creditors," said Robert Milton, President and Chief
Executive Officer of Air Canada. "The Cerberus investment
represents another concrete step towards our emergence from CCAA
targeted for September 30, 2004. The participation of a highly
successful financial investor like Cerberus, along with global
business leaders such as Deutsche Bank and GE Capital Services,
will further strengthen Air Canada's financial position upon
emergence and represents a powerful vote of confidence in our
business plan and the true potential of this airline going
forward.

"Our investment reflects Cerberus' confidence that Air Canada will
emerge from this process as an airline industry leader with true
potential for profitability and growth," said Brett Ingersoll,
Managing Director, Cerberus Capital Management L.P. "The airline's
new business model, lowered  costs and rationalized fleet along
with the strength derived from participation in Star Alliance will
transform Air Canada into a major competitor in the global airline
industry. We look forward to working with Robert Milton and the
Air Canada team as they execute the Company's business plan going
forward."

"This final step in the financing for Air Canada's emergence
further validates the Company's business plan and the strenuous
efforts made by Robert Milton and the entire team at Air Canada,"
said Michael Cohrs, Global Head of Investment Banking at Deutsche
Bank. "The airline will now emerge with a strong business model,
healthy balance sheet and a long-term strategic partner that will
ensure the highest quality of service and value creation for all
stakeholders."

It is anticipated that Cerberus will make a $250 million
investment in convertible preference shares of Air Canada
Enterprises, the new parent holding company to be incorporated.
The convertible preference shares will be convertible into common
shares at the option of Cerberus under certain conditions and will
initially upon issuance be convertible into approximately 9.2% of
the common equity of Air Canada Enterprises.

The convertible preference shares will have an annual non-cash
payable coupon of 5.0% which will be reflected in an increase in
the value of the convertible preference shares. Air Canada can
cause Cerberus to convert the convertible preference shares into
common shares, when the trading value of the common stock exceeds
certain thresholds. On the seventh anniversary of the date of
issuance, Cerberus shall be required to convert into common
shares, or under certain conditions, Air Canada will be required
to redeem the convertible preference shares by making a cash
payment to Cerberus equal to the then fully accreted value on the
tenth anniversary.

The agreement is subject to approval by the Court.

Air Canada's Private Equity Solicitation Process was supervised by
the Court-appointed Monitor, Ernst &Young, Inc. Seabury Securities
LLC of New York acted as financial advisors.

             Cerberus Capital Management, L.P.

Cerberus is a New York based private investment firm which,
together with its affiliates, manages in excess of USD$13 billion
of capital for various funds and accounts.

This capital is invested in holdings in the United States, Canada,
Europe and Asia. Cerberus owns a controlling interest in over 40
companies in a diverse array of businesses around the world
including operations in Canada. The investment will be made from
certain funds and accounts managed by Cerberus and is not subject
to financing conditions.

    Air Canada Comments on Value of Existing Common Shares

Air Canada reiterates that current shareholders of the corporation
will receive only nominal, if any, consideration for their
existing common shares upon the Corporation's emergence from CCAA
protection. The participation of current shareholders is expected
to be valued at less than 0.01% of the total equity of the
emerging corporation.

                       About Air Canada

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: Court Okays Pension Funding Proposal & OSFI Protocol
----------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

In a decision issued Wednesday, June 23, Mr. Justice James Farley
of the Ontario Superior Court approved the proposal with respect
to the funding of the Air Canada pension plan solvency deficit
which includes a provision for a funding schedule over a 10-year
period.

On May 14, 2004, Air Canada and the Office of the Superintendent
of Financial Institutions reached an agreement on a proposal which
satisfies the pension funding relief condition in the Deutsche
Bank Standby Purchase Agreement. The proposal established a
protocol under which OSFI has recommended to the federal
government the adoption of a regulation which would allow Air
Canada to extend the payment of pension plan solvency deficiencies
over a period of 10 years as opposed to the current maximum of
five years.

The proposal is conditional on the adoption of the regulation by
the federal government.

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.


ALL AMERICAN SPORTPARK: Looks for New Funds to Meet Obligations
---------------------------------------------------------------
All American SportPark Inc.'s operations consist of the Callaway
Golf Center located on 42 acres of land on the south end of the
Las Vegas "Strip."  The Callaway Golf Center includes the Divine
Nine par 3 golf course fully lighted for night golf, a 110-tee
two-tiered driving range which has been ranked the Number 2 golf
practice facility in the United States since it opened in October
1997, a 20,000 square foot clubhouse which includes the Callaway
Golf fitting center and two tenants: the Saint Andrews Golf Shop
retail store, and the Bistro 10 restaurant and bar.

Historically, the Company has incurred net losses.  As of March
31, 2004, the Company had a working capital deficit of $999,972
and a shareholders' equity deficiency of $6,544,649.

The Callaway Golf Center has generated positive cash flow since
1998.  However, this positive cash flow is used to fund corporate
overhead that is in place in support of the CGC and public company
operations, and there is no assurance that it will continue.

AASP management believes that its operations, and existing cash
balances as of March 31, 2004, may not be sufficient to fund
operating cash needs and debt service requirements over at least
the next 12 months.  In March 2003, the Company reached a
settlement with the general contractor and other entities
responsible for building the CGC wherein the Company received
$880,000.  Of this amount, approximately $200,000 was used to pay
outstanding legal and expert fees related to the lawsuit.  Part of
these settlement proceeds were used to fund continuing
operations.  Management continues to seek other sources of
funding, which may include Company officers or directors or other
related parties.  In addition, management continues to analyze all
operational and administrative costs of the Company and has made
and will continue to make the necessary cost reductions as
appropriate.

Among its alternative courses of action, management of the Company
may seek out and pursue a business combination transaction with an
existing private business enterprise that might have a desire to
take advantage of the Company's status as a public corporation.
There is no assurance that the Company will acquire a favorable
business opportunity through a business combination.  In addition,
even if the Company becomes involved in such a business
opportunity, there is no assurance that it would generate revenues
or profits, or that the market price of the Company's common stock
would be increased thereby.

Management continues to seek out financing to help fund working
capital needs of the Company.  In this regard, management believes
that additional borrowings against the CGC could be arranged
although there can be no assurance that the Company would be
successful in securing such financing or with terms acceptable to
the Company.


ALLEGHENY: Selling Interest in Ohio Valley Electric to Buckeye
--------------------------------------------------------------
Allegheny Energy, Inc. (NYSE:AYE) announced that it and its
subsidiary, Allegheny Energy Supply Company, LLC, will proceed
with their previously announced agreement with Buckeye Power
Generating, LLC, an affiliate of Buckeye Power, Inc., of Columbus,
Ohio, to sell their interests in the Ohio Valley Electric
Corporation (OVEC).

The Buckeye transaction is proceeding now that the other OVEC
utility owners have declined to exercise their right of first
offer from Allegheny Energy and Allegheny Energy Supply.

"The completion of the OVEC owner approval process moves us a step
closer to closing the Buckeye transaction and improving our
financial condition," stated Paul J. Evanson, Chairman and CEO.

In exchange for acquiring a nine percent equity interest and power
rights in OVEC, Buckeye will pay $102 million in cash and become
responsible for approximately $37 million in OVEC debt under the
OVEC power agreement. In addition, after closing on the
transaction, Allegheny Energy Supply will retain the rights to
nine percent of the power (approximately 203 megawatts) until
March 12, 2006.

Buckeye has until August 16, 2004, to obtain a commitment for
financing the transaction and receive an investment grade credit
rating. The agreement remains subject to certain closing
conditions, including third party consents, and state and federal
regulatory approvals.

OVEC is owned by several investor-owned electric utilities in the
Ohio Valley region. OVEC owns two coal-fired power plants with the
following year-round, net generating capability: the Kyger Creek
Plant (1,028 megawatts) at Cheshire, Ohio, and the Clifty Creek
Plant (1,228 megawatts) at Madison, Indiana. Allegheny Energy and
another subsidiary, Monongahela Power Company, also own a 3.5
percent equity interest and power rights in OVEC, which are not
included in the Buckeye transaction.

Buckeye Power, Inc., based in Columbus, is a member-owned
generation and transmission cooperative supplying power and energy
to the electric distribution cooperatives in Ohio. The
cooperatives' certified service territory covers nearly 40 percent
of the land area in the state and encompasses 77 of Ohio's 88
counties. They serve more than 335,000 homes, farms, businesses
and industries.

Headquartered in Greensburg, Pa., Allegheny Energy is an
integrated energy company with a portfolio of businesses,
including Allegheny Energy Supply, which owns and operates
electric generating facilities, and Allegheny Power, which
delivers low-cost, reliable electric and natural gas service to
about four million people in Pennsylvania, West Virginia,
Maryland, Virginia and Ohio. More information about Allegheny
Energy is available at http://www.alleghenyenergy.com/

                         *   *   *

As reported in the Troubled Company Reporter's March 18, 2004
edition, Fitch Ratings affirmed and removed from Rating Watch
Negative the ratings of Allegheny Energy, Inc. and the utility
subsidiaries:

     Allegheny Energy, Inc.

        -- Senior unsecured debt 'BB-';
        -- 11-7/8% notes due 2008 'B+'.

     Allegheny Capital Trust I

        -- Trust preferred stock 'B+'.

     West Penn Power Company

        -- Medium-term notes and senior unsecured 'BBB-'.

     Potomac Edison Company

        -- First mortgage bonds 'BBB';
        -- Senior unsecured notes 'BBB-'.

     Monongahela Power Company

        -- First mortgage bonds 'BBB';
        -- Medium-term notes 'BBB-';
        -- Pollution control revenue bonds (unsecured) 'BBB-';
        -- Preferred stock 'BB+'.

The Rating Outlook is Stable.

The 'BB-' rating of Allegheny Energy, Inc.'s former bank credit
facility maturing in January 2005 is withdrawn as that bank credit
facility has been terminated and replaced.


ALLEGIANCE TELECOM: XO Communications Completes Acquisition
-----------------------------------------------------------
Allegiance Telecom, Inc., a national local exchange carrier
providing competitive telecom services to business, announced the
completion of its acquisition by XO Communications, Inc. (OTC
Bulletin Board: XOCM) of Reston, Va. The combination of the two
companies creates the nation's largest provider of national local
telecommunications services focused exclusively on businesses.

Allegiance selected XO in February 2004, as the winning bidder to
purchase substantially all of the assets of Allegiance Telecom and
its subsidiaries, including the stock of Allegiance Telecom's
regulated operating subsidiaries. Under the terms of the purchase
agreement, XO paid approximately $322 million in cash and issued
approximately 45.38 million shares of XO common stock to
Allegiance Telecom. XO Communications has been managing the
acquired Allegiance Telecom business under the terms of an
operating agreement since April 14, 2004.

In addition, XO and Allegiance have resolved a number of related
disputes, and the Bankruptcy Court's approval of that settlement
agreement is expected shortly.

"The new XO will have the scale and size to serve even more
business customers for their local and national telecommunications
needs and provide a more cost-effective alternative to the
incumbents," said Carl Grivner, CEO of XO Communications. "The
combination of our assets and services not only strengthens XO's
ability to serve more business customers but significantly
enhances our position as a provider of wholesale local access
services to other telecommunications companies."

Shared Technologies, the customer premise equipment (CPE)
installation and maintenance business that was formerly a part of
Allegiance Telecom, operates as a free-standing enterprise based
in Coppell, Texas. Its stock is being held for the benefit of, or
distributed to, the Allegiance Telecom creditors.

XO Communications is a leading provider of national and local
telecommunications services to businesses, large enterprises and
telecommunications companies. XO offers a complete portfolio of
services, including local and long distance voice, dedicated
Internet access, private networking, data transport, and Web
hosting services as well as bundled voice and Internet solutions.
XO provides these services over an advanced, national facilities-
based IP network and serves more than 70 metropolitan markets
across the United States. For more information, visit
http://www.xo.com/

Allegiance Telecom, Inc. -- http://www.algx.com/-- is a
facilities-based national local exchange carrier headquartered in
Dallas, Texas. As the leader in competitive local service for
medium and small businesses, Allegiance offers "One source for
business telecom(TM)" -- a complete telecommunications package,
including local, long distance, international calling, high-speed
data transmission and Internet services and a full suite of
customer premise communications equipment and service offerings.
Allegiance serves 36 major metropolitan areas in the U.S. with its
single source approach. Allegiance's common stock is traded on the
Over The Counter Bulletin Board under the ALGXQ ticker symbol. It
announced financial restructuring plans under Chapter 11 of the
U.S. Bankruptcy Code on May 14, 2003.


ALLIED WASTE: S&P Revises Ratings Outlook to Positive from Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Allied
Waste Industries Inc. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings,
including the 'BB' corporate credit rating, on the company. About
$8 billion of debt is outstanding.

"The outlook revision is based on progress in debt reduction and
Standard & Poor's expectations of further material improvement to
the financial profile in the intermediate term," said Standard &
Poor's credit analyst Roman Szuper. "The rating action is also
supported by the emerging benefits of a recovering economy and
management's commitment to further deleveraging and achieving
stronger credit protection measures," the analyst added.

The ratings on Scottsdale, Arizona-based Allied Waste reflect a
below-average, albeit improving, financial profile, which
outweighs the company's strong competitive business position.

Allied Waste is the second-largest solid waste management
participant in the U.S., with 2003 revenues of $5.25 billion. The
firm provides collection, transfer, disposal, and recycling
services to about 10 million residential, commercial, and
industrial customers in 37 states. A national network of
facilities creates opportunities for modest growth through
internal development, focusing on the vertical integration
business model. Highly efficient operations are enhanced by
leading shares in most local markets, a low cost structure, good
collection-route density, and a high rate of waste
internalization.

Allied Waste's below-average financial profile stems mainly from
high debt levels incurred in the 1999 acquisition of Browning-
Ferris Industries Inc. Debt reduction was accelerated in 2003 and
2004 from the issuance of common equity and mandatory convertible
preferred stock, the proceeds from divestitures, and free cash
flow. Moreover, in December 2003, $1.3 billion of preferred stock
was converted into common stock, which  strengthened the capital
structure and saved about $500 million in cash over the next six
years by eliminating future dividend payments. In the intermediate
term, debt to EBITDA should improve to the 4.0x-4.5x range, EBITDA
and EBIT interest coverages approximately 3x and 2x, respectively,
and debt to capital around 70%. Additional strengthening is
expected longer term.


ARTIFICIAL LIFE: Recurring Losses Spur Going Concern Uncertainty
----------------------------------------------------------------
In the quarter ended March 31, 2004, Artificial Life, Inc.
generated only modest revenues of $9,690 as the sole focus of
efforts in this quarter was the production, release and
preparation for release at the end of the first quarter of 2004 of
the new products and applications especially for the mobile
computing markets in Asia and Europe.

The Company incurred losses of $183,853 for the first quarter 2004
and has aggregated losses of $31,134,309 through the end of March
2004.

Artificial Life's accumulated losses have severely impacted its
liquidity and cash position which, in turn, have significantly
impeded its ability to fund its operations. Consequently, in
connection with the Company's Annual Reports for the fiscal years
ended December 31, 2000, 2001, 2002 and 2003 the opinion of the
Company's independent certified public accountants stated that
there was substantial doubt about Artificial Life's ability to
continue as a going concern. As of March 31, 2004, the Company had
total assets of $133,524 and total liabilities of $3,673,509. As
of March 31, 2004, current assets were $49,686, and current
liabilities were $3,673,509.  Total funds raised in the first
quarter of 2004 were $313,500.

Since the third quarter of 2002 the Company has resumed some of
its R&D efforts to enhance its existing product line and to
develop new mobile applications and modules. The Company is
currently developing new products for Asian language based e-
learning and entertainment applications as well as mobile games.
The first new products and services have been launched in the
first quarter of 2004. There can be no guarantee that these new
products and services will contribute substantially to future
revenues of the Company.

To support the current efforts of developing new products, the
Company hired 13 contract consultants and 5 employees during the
first quarter of 2004.

In light of Artificial Life's restructuring and the resumption of
R&D efforts, results of operations to date are not indicative of
future results of operations. Moreover, management expects to
experience significant fluctuations in the future operating
results due to a variety of factors. Factors that may affect
operating results include the recovery of the global internet and
mobile markets, the general market acceptance of Company products,
the Company's ability to sell and license its intellectual
property, the amount of software consulting it undertakes in the
future, success in creating and entering into strategic alliances,
the Company's mix of product and service sales, its response to
competitive pressure, its ability to attract and retain qualified
personnel, its ability to execute business in the Asian markets
and the relocation of Company headquarters to Hong Kong. Gross
profit margins will vary from product to product and between
products and services. The sales mix may vary from period to
period and gross margins will fluctuate accordingly. In addition
to its restructuring efforts, the Company is seeking additional
financing to increase liquidity and capital resources. If unable
to obtain additional financing, there will be a material adverse
effect on Artificial Life's business.


AQUILA INC: S&P Lowers Corporate Credit Rating to CCC+ from B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Aquila Inc. to 'CCC+' from 'B-' following a preliminary
injunction issued by a U.S. District Court in Kansas City,
Missouri that prevents Aquila from using $504 million in proceeds
from the sale of its Canadian utilities.

Standard & Poor's also placed the rating on CreditWatch with
negative implications, pending the outcome of a hearing to
consider whether the injunction should be permanent. No date has
been set for that hearing.

Kansas City, Missouri-based energy provider Aquila has
approximately $2.7 billion of outstanding debt.

"The rating action reflects our concern that the injunction
significantly limits Aquila's liquidity and hampers management's
efforts to stabilize its vulnerable credit profile," said Standard
& Poor's credit analyst Rajeev Sharma.

The preliminary injunction was issued at the request of Chubb
Corp., which issued surety bonds in 1999 and 2000 to insure
natural gas delivery contracts purchased from Aquila by municipal
utilities in Nebraska.

The ruling found that the bond contracts allow Chubb to demand
collateral or be discharged from the liability of the gas
contracts. Aquila is currently delivering the gas as required by
the terms of the contracts that run through 2012. The prepaid gas
contracts with Chubb Insurance Group are currently valued at $504
million.

As of March 31, 2004, Aquila had about $728 million of cash
equivalents on hand. In June 2004, Aquila completed the sale of
its Canadian interests resulting in net proceeds of about $650
million. Management has indicated that they have the financial
capacity to satisfy upcoming debt maturities of $400 million in
2004, consisting of $250 million in senior notes due in July and
$150 million in senior notes due in October.

"Nevertheless, we remain concerned about liquidity requirements
related to working capital and operational needs particularly in
an environment of volatile gas prices," said Mr. Sharma. Moreover,
uncertainty associated with continuing unwinding of the company's
legacy trading book, volatility associated with commodity prices,
and further restructuring actions could adversely affect
liquidity."

The proceeds from the sale of Aquila's Canadian assets were
expected to be used toward meeting operational and working capital
needs. However, after the injunction, the proceeds will now serve
as collateral to Chubb.

Standard & Poor's will resolve the CreditWatch following a meeting
with the management of Aquila to assess the plan for addressing
this adverse ruling.


ARDENT HEALTH: S&P Assigns B+ Rating to $275M Senior Secured Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
and subordinated debt ratings on health care service provider
Ardent Health Services Inc., and removed the ratings from
CreditWatch, where they were placed May 11, 2004.

At the same time, Standard & Poor's assigned its 'B+' rating to
Ardent's proposed $275 million senior secured term loan due 2011,
and lowered its rating on the company's existing $125 million
senior secured revolving credit facility to 'B+' from 'BB-'. The
rating anticipates the possible expansion of the revolving credit
facility to $150 million.

The downgrade on the secured bank debt is due to the large
increase in the amount of secured bank debt outstanding and
consequently, lowered expectations for lender recovery in a
default scenario.

The proceeds of the new term loan will be used for the acquisition
of Hillcrest HealthCare System (B-/Stable/--), eastern Oklahoma's
largest health care provider, for $281 million plus working
capital.

As of March 31, 2004, Ardent's total debt outstanding was $261
million. The company's $125 million revolving credit facility due
2008 and new $275 million term loan due in 2011, which are rated
the same as the corporate credit rating, have been assigned a
recovery rating of '3'. This indicates the expectation for
meaningful (50%-80%), but not complete, recovery of principal in
the event of a default.

"The speculative-grade ratings on Nashville, Tennessee-based
Ardent Health Services, a company that owns and operates hospitals
and a health plan, reflect its still geographically concentrated
acute care asset portfolio, its reliance on behavioral hospitals
for a disproportionate amount of its earnings, as well as its
short track record operating its key assets," said Standard &
Poor's credit analyst David Peknay.

Ardent, a young company, has purchased the majority of its key
acute care assets, including seven hospitals and a health plan,
within the past two and a half years. It is purchasing Tulsa,
Okla.-based Hillcrest for $281 million plus working capital and a
$100 million capital commitment over five years. Hillcrest, with
nine hospitals, will reduce Ardent's current reliance on an
integrated delivery system of five hospitals and a health plan in
Albuquerque, N.M. After the transaction, the percentage of company
revenues derived from Albuquerque will decline to about 50%, from
70%. However, from a ratings standpoint, Hillcrest's historically
weak operating results, coupled with the additional debt leverage
after the acquisition, will more than offset the recent
improvement in Ardent's financial profile.

In addition, because the Albuquerque assets include a significant
health plan, the company is at risk for future premium trends as
well as the cost of care to a large enrollee base in the
Albuquerque market. Other key risks include Hillcrest's
historically poor financial performance and the uncertain future
of its supplementary government payments for graduate medical
education, which have bolstered its profitability.

Still, Ardent will benefit from a strong position in its two key
markets. In both Albuquerque and Tulsa, the company will control
about one-third of the local market. Ardent will attempt to
improve operating efficiency, invest in key areas such as
information systems, and add new services.


ARMSTRONG: Appoints Frank Ready As CEO Of Floor Products N.A.
-------------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ) announced
that Frank Ready has been named President and CEO of Armstrong
Floor Products North America, effective immediately.

"Preparation for Armstrong's emergence from Chapter 11 protection
will occupy an increasing percentage of my time," said Chairman
and CEO Mike Lockhart.  "To ensure the floor business in North
America loses none of the momentum it has generated in the
marketplace, we are promoting Frank Ready to CEO, Armstrong Floor
Products North America."

Frank has extensive experience in Armstrong's floor business.  He
has worked in sales and marketing, with Big Box customers,
builders, and independent retailers.  Frank also had a brief stint
overseeing AFP's manufacturing operations.  "The breadth of his
experience and his track record of success make him the perfect
choice for the job," added Lockhart.

Armstrong Holdings, Inc. is the parent company of Armstrong World
Industries, Inc., which designs, manufactures and sells interior
finishings, most notably floor coverings and ceiling systems,
around the world.  Headquartered in Lancaster, Pennsylvania,
Armstrong World -- http://www.armstrong.com/-- filed for chapter
11 protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., Weil, Gotshal & Manges LLP and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 62; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


B&B COMMUNICATIONS: Case Summary & 43 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: B&B Communications, Inc.
        dba Communications In Print
        7-2 Metropolitan Court
        Gaithersburg, Maryland 20878

Bankruptcy Case No.: 04-25077

Type of Business: The Debtor provides Commercial Printing
                  services.

Chapter 11 Petition Date: June 22, 2004

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Gins and Greenfeld
                  5028 Wisconsin Avenue, North West, Suite 300
                  Washington, DC 20016
                  Tel: 202-537-7050

Total Assets: $937,872

Total Debts:  $2,038,534

Debtor's 43 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
CIT                                        $210,000

AGFA Finance Group                         $175,000

Ford Motor Credit Co.                      $120,000

Fleet Line of Credit                        $74,365

Reed Hahn Litho                             $50,645

Wachovia Bank                               $49,936

CitiCapital                                 $40,000

Leaf Funding                                $35,000

Lindemmeyer Monroe                          $25,916

MBNA                                        $25,916

Bank of America-Platinum                    $25,000

Hickory Printing Group                      $18,440

Ris Paper Company                           $18,160

Pitman                                      $18,000

Grovemont Ltd.                              $17,070

American Express                            $11,243

CP Direct                                    $9,334

American Express-Gold                        $8,900

Chevy Chase-Visa                             $8,500

Fleet                                        $8,053

Capital One-Platinum                         $7,500

Atlantic Graphis Systems                     $7,500

Capital One                                  $6,683

Creative Print Group                         $6,576

American Express-Platinum                    $5,000

Halcyon Associates                           $4,817

Phoenix Printing                             $4,102

Stratis Corporation                          $4,038

Strickland Fire Protection                   $2,250

C&J Graphics                                 $3,691

Interstate Services                          $1,693

Cantwell & Cleary                            $1,309

Kohl & Madden                                $1,183

ITSI                                           $735

Capital One                                    $566

Capital One                                    $500

Pacesetter Graphic Service                     $429

Bishop Printing Company                        $324

Campbell & White                               $250

Roadway Express                                $219

Pyramid Printing                               $200

ORBIS                                           $37

BCT                                             $20


BEACON HILL: S&P Puts BB Preference Share Rating on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-1, A-2, B, C-1, and C-2 notes, and preference shares issued by
Beacon Hill CBO III Ltd., a cashflow arbitrage CDO of ABS/RMBS, on
CreditWatch with negative implications.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the transaction closed in August 2002, primarily a negative
migration in the credit quality of the assets within the
collateral pool.

Standard and Poor's also noted that due to negative credit
migration, the adjusted overcollateralization test currently
stands at 98.50%, and has fallen below its trigger of 101.0% since
the March 2004 payment date. Consequently, the preference shares
have not received interest payments since the March 2004 payment
date.

Standard & Poor's will be reviewing the results of the current
cash flow runs generated for Beacon Hill CBO III Ltd. to determine
the level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.

          Ratings Placed On CreditWatch Negative
                 Beacon Hill CBO III Ltd.

                          Rating
          Class               To               From
          A-1                 AAA/Watch Neg    AAA
          A-2                 AAA/Watch Neg    AAA
          B                   AA/Watch Neg     AA
          C-1                 BBB/Watch Neg    BBB
          C-2                 BBB/Watch Neg    BBB
          Preference shares   BB/Watch Neg     BB


BRIAZZ: Section 341(a) Meeting Scheduled to Commence on July 14
---------------------------------------------------------------
The United States Trustee will convene a meeting of Briazz, Inc.'s
creditors at 9:30 a.m., on July 14, 2004 in Room 614 at 1200 Sixth
Avenue, Seattle, Washington 98101.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Seattle, Washington, Briazz Inc. --
http://www.briazz.com/-- serves fresh, high-quality lunch and
breakfast foods and between-meal snacks from company owned cafes
in urban markets.  The Company filed for chapter 11 protection on
June 7, 2004 (Bankr. Wash. Case No. 04-17701).  Cynthia A. Kuno,
Esq., and J. Todd Tracy, Esq., and Crocker Kuno Ostrovsky LLC
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$5,400,000 in total assets and $12,200,000 in total debts.


BIOPURE CORP: Appoints Zafiris Zafirelis As New President and CEO
-----------------------------------------------------------------
Biopure Corporation (Nasdaq: BPUR) announced that its Board of
Directors has appointed a new president and chief executive
officer, restructured the company's executive management team, and
initiated a corporate strategic realignment. The changes at
Biopure include the following:

         New Strategic Focus on Cardiovascular Disease

Biopure has identified as its strategic focus the clinical
development of Hemopure as an oxygen therapeutic for potential
applications in cardiac ischemia, including ischemia associated
with acute coronary syndrome. Biopure is currently sponsoring a
six-center, 45-patient Phase II clinical trial in Europe to assess
the safety and feasibility of Hemopure, at low doses, as a
potential cardioprotective agent in patients undergoing coronary
angioplasty. The trial, which is being conducted in cardiac
catheterization labs at academic hospitals in The Netherlands,
Belgium and Germany, has reached 25 percent enrollment.

            Zafirelis Named President and CEO

Zafiris G. Zafirelis, age 59, has been appointed president and
chief executive officer of Biopure and a member of the board of
directors. He brings to the company more than 18 years of
experience at the CEO level, including the past nine years as CEO
of companies in the fields of interventional cardiology and
cardiac surgery. Zafirelis was CEO of MedQuest Product, Inc., Salt
Lake City, UT, a pioneering developer of implantable ventricular
assist devices. He previously served as CEO of CardiacAssist,
Inc., Pittsburgh, PA, and, for four years prior to Biopure's
initial public offering, as director of product applications at
Biopure. At the CEO-level, Zafirelis has assembled management
teams and directed operations ranging from technology licensing
through clinical trials and product launch in the United States
and European Union, primarily in the cardiology field.

            Continued Clinical Development of Hemopure
                  for Indication in Trauma

Biopure is continuing its current agreement with the U.S. Naval
Medical Research Center (NMRC) using Congressionally appropriated
funds to develop Hemopure as a therapeutic agent for trauma. Under
the agreement, the NMRC has primary responsibility for designing
and seeking FDA acceptance of a two-stage Phase III clinical trial
protocol for trauma in the out-of-hospital setting and for
conducting the trial in the United States. The company still
intends to proceed with its previously announced 50-patient, Phase
II clinical trial of Hemopure as a therapy for trauma in a
hospital setting in South Africa.

                         BLA Status

In pursuing both the cardiac and the trauma indications, as a
prerequisite to further company-sponsored clinical trials in the
United States, Biopure is continuing to address the U.S. Food and
Drug Administration's (FDA) questions regarding the product's
safety and efficacy and questions arising out of the company's
biologics license application (BLA) to market Hemopure in the
United States for an indication in orthopedic surgery patients. As
part of this process, the company is conducting FDA-requested
animal studies.

                   Interim Operating Team

Mr. Zafirelis has formed an interim operating team to assist
Biopure with the transition process in the clinical, regulatory,
and operations functions. Included in this team are Daniel
Burkhoff, M.D., Ph.D., a cardiologist/physiologist and adjunct
associate professor at Columbia University, who brings an
expertise in designing and executing clinical trials in
cardiology; Thomas Casey, a former partner at Ernst & Young L.L.P.
and a healthcare company CFO, who has a great deal of experience
in corporate restructurings; and Mary Ellen Freddo, a regulatory
expert with more than 20 years of experience managing FDA
submissions for biological products and therapeutics. In addition,
Francis H. Murphy, who had served as Biopure's interim CEO since
February 2004, has resumed the position of chief financial officer
he held from 1999 to January 2003. He replaces Ronald F. Richards,
who is leaving the company. Chief medical officer Douglas M.
Hansell, M.D. has also resigned.

                 Reduction in Workforce

As part of the restructuring effort, Biopure has reduced its staff
by 25 employees.

          Establishment of Medical Advisory Board

In keeping with Biopure's new focus in cardiology, the company,
under Mr. Zafirelis' direction, has established a Medical Advisory
Board comprised of six authorities in the fields of cardiovascular
research, interventional cardiology and cardiac care, under the
chairmanship of Dr. Martin Leon. The Medical Advisory Board
includes:

     -- Howard A. Cohen, M.D., professor of medicine, director of
        clinical services & associate director of the
        Cardiovascular Institute, University of Pittsburgh,
        Pittsburgh, PA

     -- David R. Holmes, M.D., professor of medicine, director of
        interventional cardiology, Mayo Clinic, Rochester, MN

     -- Spencer B. King, M.D., Fuqua chair of interventional
        cardiology, Fuqua Heart Center, clinical professor of
        medicine, Emory University, Atlanta, GA

     -- Martin B. Leon, M.D., chairman, Cardiovascular Research
        Foundation, director of cardiovascular research and
        education, Lenox Hill Hospital, New York, NY

     -- William D. O'Neill, M.D., director of cardiology, William
        Beaumont Hospitals, Royal Oak, MI

     -- Steven Schulman, M.D., director of Cardiac Care Unit,
        Johns Hopkins Medical Center, Baltimore, MD


Commenting on Biopure's focus, Dr. Martin B. Leon, Chairman of the
Medical Advisory Board, said, "Based on what we have seen so far,
we feel that Hemopure has the potential to help reduce infarct
size in patients with acute coronary syndrome."

              Nasdaq Stock Market Listing Notice

Biopure has received notice from The Nasdaq Stock Market that its
daily minimum bid price fell, and remained below, $1.00 for 30
consecutive business days. As a result, Biopure is out of
compliance with Nasdaq's $1.00 minimum bid price for continued
inclusion. The company has 180 calendar days, or until December
14, 2004 to regain compliance, and will have an additional 180
calendar days, if at December 14, 2004 the company meets Nasdaq's
initial listing criteria other than the bid price requirement.

                  About Biopure Corporation

Biopure Corporation is a leading developer, manufacturer and
marketer of intravenously administered pharmaceuticals, called
oxygen therapeutics, that deliver oxygen to the body's tissues.
Hemopure(R) [hemoglobin glutamer - 250 (bovine)], or HBOC-201, is
approved in South Africa for treating acutely anemic surgery
patients and for eliminating, delaying or reducing allogeneic red
blood cell transfusions in these patients. Biopure's veterinary
product Oxyglobin(R) [hemoglobin glutamer - 200 (bovine)], or
HBOC-301, the only oxygen therapeutic approved by the FDA and the
European Commission, is indicated for the treatment of anemia in
dogs.

                        *   *   *

             Liquidity and Capital Resources

In its Form 10-Q for the quarterly period ended April 30, 2004
filed with the Securities and Exchange Commission, Biopure
Corporation reports:

"At April 30, 2004, we had $11,865,000 in cash and cash
equivalents which we believe to be sufficient to fund operations
into September 2004 under the Company's current operating plan. To
fund operations through December 31, 2004, we estimate that we
will need to raise approximately $7,500,000. We plan to spend up
to $150,000 for the remainder of fiscal 2004 on capital projects
for our existing facilities. These capital expenditures are
included in the cash requirements identified above. Because the
Company's funds on hand at October 31, 2003 and forecast sales
were not sufficient to fund our operations into fiscal 2005, the
audit report of Ernst & Young LLP, the Company's independent
auditor, on our fiscal 2003 financial statements includes a going
concern modification. For us to remain a going concern we will
require significant funding.

"We expect to continue financing our operations, until we are
profitable, through sales of securities, strategic alliances and
other financing vehicles, if any, that might become available. The
Company is working to identify additional cost reductions.
However, there can be no assurance that additional cost reductions
will be identified nor that any such additional financing will be
available to the Company on terms that it deems acceptable, if at
all. If Hemopure were approved by the FDA as a red blood cell
replacement, the Company's revenue will be limited by
manufacturing capacity, and the Company does not expect prices for
that indication to permit it to become profitable unless it can
achieve economies of scale by increasing that capacity. We have
not been profitable since inception and had an accumulated deficit
of $451,655,000 as of April 30, 2004. We anticipate that we will
continue to generate losses for the next several years. Failure to
secure additional funding or modification of our clinical plans
could trigger impairment of certain long-term assets."


BURLINGTON: BII Trust Wants To Extend Service Date For Complaints
-----------------------------------------------------------------
The BII Distribution Trust, as representative of the Chapter 11
estates of Burlington Industries, Inc., and certain of its
domestic subsidiaries, asks the Court to extend by an additional
60 days the time within which it may effect service of original
process in the adversary proceedings filed against 24 defendants
within any judicial district of the United States or foreign
country.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, explains that the Creditor Trust was
required to commence adversary proceedings on November 12, 2003
to avoid the preclusive effect of the two-year statute of
limitations to commence avoidance actions.  After filing its
complaints and initiating the Adversary Proceedings, the Creditor
Trust attempted services at the last known address for each
Defendant.  However, certain of the addresses appear to be no
longer valid.  In addition, the Defendants:

   -- have either formally or informally contested service of the
      process;

   -- have not formally acknowledged that both the process and
      service of the process were proper; or

   -- have not acknowledged that they are the proper defendants.

The Creditor Trust has been working with the Defendants to
determine if the matters can be resolved without recourse to
further litigation.  The Creditor Trust extended many of the
Defendants' time to respond to the complaints pending the
parties' continuing discussions.  Thus, it is not known whether
certain Defendants intend to contest service of the process or
its sufficiency.  Moreover, certain Defendants are foreign
corporations, which require additional serving time.

Mr. DeFranceschi asserts that the fact that the statute of
limitations expired on November 12, 2003 is a further reason to
extend the service deadline.  If the complaints are not served
timely and the Adversary Proceedings are dismissed, the Creditor
Trust would be barred by the statute of limitations from re-
filing the complaints and would not have any chance to recover on
the causes of action for the benefit of the Debtors' estates.
This would be unfair to those who may benefit from any recovery
in the Adversary Proceedings. (Burlington Bankruptcy News, Issue
No. 51; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CARROLS CORP: S&P Places Low-B Ratings on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for quick-
service restaurant company Carrols Corp., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications. The CreditWatch placement is based on the company's
filing of a Form S-1 with the SEC to issue $450 million enhanced
yield securities. The company also indicated it will be securing a
new credit facility. Proceeds from the refinancing will be used
to:

     * Repurchase existing common stock, including from certain
       members of management;

     * Repay outstanding borrowings under the existing credit
       facility;

     * Repurchase all of Carrols' 9.5% senior subordinated notes;

     * Pay bonuses and other payments to certain members of
       management; and

     * Pay related fees and expenses.

Based on a preliminary review, Standard & Poor's believes that the
use of the EYS structure by Carrols exhibits a more aggressive
financial policy. It also reduces the company's financial
flexibility, as most of its cash flow will be used to pay debt
service and a dividend on the new common shares. As such, the
structure limits Carrols' ability to withstand potential operating
challenges, and also reduces the likelihood for future
deleveraging. Standard & Poor's will monitor the developments of
the proposed offer.

"The current ratings reflect Carrols' highly leveraged capital
structure and the risks of operating in the extremely competitive
quick-service restaurant industry," said Standard & Poor's credit
analyst Diane Shand. "Moreover, the company's strategy of
operating multiple restaurant concepts adds business and financial
risk. These weaknesses are partially offset by Carrols' solid
regional presence, generally good operating performance, and light
debt maturity schedule."

Syracuse, New York-based Carrols is one of the largest Burger King
franchisees, with 351 restaurants in 13 states in the Northeast,
Midwest, and Southeast. The company also operates and franchises
84 Pollo Tropical restaurants and 123 Taco Cabana restaurants.


CHUMASH CASINO: S&P Affirms BB- Rating & Says Outlook Now Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
the Chumash Casino & Resort Enterprise to positive from stable.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit and senior unsecured debt ratings on CCRE. Santa Ynez,
California-based CCRE operates the Chumash Casino for the Santa
Ynez Band of Mission Indians.

"The outlook revision reflects Standard & Poor's assessment that
operating results continue to be solid, resulting in good credit
measures for the rating," said Standard & Poor's credit analyst
Michael Scerbo. "In addition, it is our expectation that this
trend is likely to continue in the near term."

The Chumash Casino's strong performance and continued solid demand
characteristics are driving the construction of additional gaming
capacity, as well as an approximately 105-room hotel. This new
facility, which is being constructed in phases, is expected to
open completely in mid-2004, with the new casino previously opened
in mid-August 2003, several months ahead of schedule. While
construction risks continue to exist given the Phase II
development, the location of the new facility relative to the old
casino has thus far somewhat mitigated this risk. Standard &
Poor's expects that the market will be able to absorb the
additional capacity successfully, however, challenges remain in
operating a larger casino facility.


CIT RV TRUST: S&P Places Ratings on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on various
certificates and notes issued by CIT RV Trust 1997-A, CIT RV Trust
1998-A, and CIT RV Trust 1999-A on CreditWatch with negative
implications. Concurrently, Standard & Poor's affirmed its ratings
on the remaining rated certificates issued from the trusts.

The CreditWatch placements reflect continued diminution of the
trusts' reserve accounts as well as negative performance trends
displayed by the trusts' underlying pools of collateral, which
consists of installment sale contracts and direct loans secured by
new and used recreational vehicles.

As of the June 15, 2004 distribution date, the trusts continued to
exhibit noticeable levels of repossession inventories and loans
classified in late-stage delinquent status. More than 12% of the
trust pools consist of loans that are either in repossession
inventory or are 90 or more days delinquent. Consequently, it is
expected that the trusts will continue to generate insufficient
excess spread to fully cover monthly net losses, resulting in
continued draws upon the reserve accounts.

Additionally, the six-month average recovery rates exhibited by
the 1997-A and 1998-A trusts have declined since the November 2003
distribution date, and the six-month average recovery rate
displayed in the 1999-A pool during the same period has not
improved markedly. Moreover, the cumulative recovery rates
continued to decline across all trusts. Furthermore, all three
trusts have experienced higher-than-expected cumulative net losses
to date.

The affirmed ratings reflect adequate credit enhancement available
to support the ratings in light of expected remaining losses.

Standard & Poor's will complete a detailed analysis of the credit
performance of the referenced transactions relative to the
remaining credit support in order to determine if any rating
actions are necessary.

          Ratings Placed On CreditWatch Negative
                  CIT RV Trust 1997-A

                       Rating
               Class   To              From
               Certs   BBB-/Watch Neg  BBB-

                    CIT RV Trust 1998-A

                        Rating
               Class   To               From
               B       A/Watch Neg      A
               Certs   BB/Watch Neg    BB

                    CIT RV Trust 1999-A

                       Rating
               Class   To               From
               B       BBB-/Watch Neg   BBB-
               Certs   BB-/Watch Neg    BB-

                    Ratings Affirmed

                    CIT RV Trust 1997-A

                       Class   Rating
                       A-6     AAA
                       A-7     AAA
                       B       AA-

                    CIT RV Trust 1998-A

                         Class   Rating
                         A-4     AAA
                         A-5     AAA

                    CIT RV Trust 1999-A

                         Class   Rating
                         A-4     AAA
                         A-5     AAA


CONSECO: Declares Preferred Stock Dividend Payable on August 16
---------------------------------------------------------------
Conseco, Inc. (NYSE:CNO) announced that it has declared a dividend
on the outstanding shares of its Class B 5.50% Mandatorily
Convertible Preferred Stock (NYSE:CNO PrB) of $0.35521 per share.
The dividend is payable on August 16, 2004 to the holders of
record at the close of business on July 30, 2004. The initial
dividend represents the amount accrued from the issue date (May
12, 2004) to the payment date.

Conseco, Inc.'s insurance companies help protect working American
families and seniors from financial adversity: Medicare
supplement, long-term care, cancer, heart/stroke and accident
policies protect people against major unplanned expenses;
annuities and life insurance products help people plan for their
financial future.

                     *   *   *

As reported in the Troubled Company Reporter's May 31, 2004
edition, Standard & Poor's Ratings Services said that it raised
its counterparty credit and senior debt ratings on Conseco Inc. to
'BB-' from 'B-' and its preferred stock rating to 'B-' from
'CCC-', and removed the ratings from CreditWatch where they
were placed April 19, 2004.

At the same time, Standard & Poor's raised its counterparty credit
and financial strength (FSR) ratings on Bankers Life & Casualty
Co., Colonial Penn Life Insurance Co., Conseco Insurance Co.
(f.k.a. Conseco Annuity Assurance Co.), Conseco Health Insurance
Co., Conseco Life Insurance Co., and Conseco Life Insurance Co. of
NY to 'BB+' from 'BB-' and removed the ratings from CreditWatch
where they were placed April 19, 2004.

The outlook is stable.

"The upgrades reflect Conseco Inc.'s recapitalization, which
utilizes proceeds from the bank loan and preferred stock issue, in
conjunction with about $920 million of proceeds from a common
equity issuance to replace $1.3 billion of existing bank debt and
about $930 million of convertible exchangeable preferred stock and
enhance the capital of the insurance operations," said Standard &
Poor's credit analyst Jon Reichert.

"Standard & Poor's believes it is too early to consider Conseco
Inc.'s insurance operations to be investment grade largely due to
the uncertainty regarding the company's future competitive
position," Mr. Reichert added. "Before investment grade FSRs can
be considered, management will need to demonstrate its ability to
generate sustainable, profitable sales growth."

The outlook reflects Standard & Poor's expectation that management
will be challenged in its efforts to revitalize profitable sales
growth, primarily through its independent agent distribution
channel.


CONSECO INC: Shareholders to Meet on August 24 in Carmel, Indiana
-----------------------------------------------------------------
Conseco, Inc. (NYSE:CNO) announced that its annual meeting of
shareholders will be held at 9:00 a.m. (local time) on August 24,
2004 at its offices in Carmel, Indiana. Holders of record at the
close of business on July 7, 2004 will be entitled to vote at the
annual meeting. The annual meeting will also be available via
webcast, which will be accessible through the Investors section of
the company's website as follows:


http://www.conseco.com/conseco/selfservice/about/investors/webcasts.jhtml?ca
t=invest&subcat=webcast/

Conseco, Inc.'s insurance companies help protect working American
families and seniors from financial adversity: Medicare
supplement, long-term care, cancer, heart/stroke and accident
policies protect people against major unplanned expenses;
annuities and life insurance products help people plan for their
financial future.

                     *   *   *

As reported in the Troubled Company Reporter's May 31, 2004
edition, Standard & Poor's Ratings Services said that it raised
its counterparty credit and senior debt ratings on Conseco Inc. to
'BB-' from 'B-' and its preferred stock rating to 'B-' from
'CCC-', and removed the ratings from CreditWatch where they
were placed April 19, 2004.

At the same time, Standard & Poor's raised its counterparty credit
and financial strength (FSR) ratings on Bankers Life & Casualty
Co., Colonial Penn Life Insurance Co., Conseco Insurance Co.
(f.k.a. Conseco Annuity Assurance Co.), Conseco Health Insurance
Co., Conseco Life Insurance Co., and Conseco Life Insurance Co. of
NY to 'BB+' from 'BB-' and removed the ratings from CreditWatch
where they were placed April 19, 2004.

The outlook is stable.

"The upgrades reflect Conseco Inc.'s recapitalization, which
utilizes proceeds from the bank loan and preferred stock issue, in
conjunction with about $920 million of proceeds from a common
equity issuance to replace $1.3 billion of existing bank debt and
about $930 million of convertible exchangeable preferred stock and
enhance the capital of the insurance operations," said Standard &
Poor's credit analyst Jon Reichert.

"Standard & Poor's believes it is too early to consider Conseco
Inc.'s insurance operations to be investment grade largely due to
the uncertainty regarding the company's future competitive
position," Mr. Reichert added. "Before investment grade FSRs can
be considered, management will need to demonstrate its ability to
generate sustainable, profitable sales growth."

The outlook reflects Standard & Poor's expectation that management
will be challenged in its efforts to revitalize profitable sales
growth, primarily through its independent agent distribution
channel.


CRESCENT OPERATING: Court Confirms Reorganization Plan
------------------------------------------------------
Crescent Operating, Inc. (Pink Sheets:COPIQ) announced that the
United States Bankruptcy Court has entered an order confirming the
Company's plan of reorganization under the United States
Bankruptcy Code. Under the plan of reorganization the stock
transfer books were closed at the close of business on June 22,
2004.

Consummation of the plan of reorganization will occur upon the
sale of the Company's interest in Americold Logistics, LLC,
payment of creditors and distribution of shares of stock of
Crescent Real Estate Equities Company (NYSE: CEI) to Company
stockholders. The Company believes that the plan of reorganization
will be consummated during the third or fourth quarter of 2004.

The precise number of common shares of Crescent Real Estate that
will be distributed to Company stockholders will be calculated
based upon the formula described in the Company's January 2003
proxy statement and will take into account all amounts funded,
advanced or accrued by Crescent Real Estate or its affiliates in
connection with its Settlement Agreement with the Company and the
reorganization of the Company. Regardless of the number produced
by the final calculation under the Settlement Agreement formula,
however, the plan of reorganization provides that Crescent Real
Estate will issue common shares with a minimum value, based on the
final calculation, of $0.20 for each share of Company common
stock. Company stockholders will receive information on the exact
number of Crescent Real Estate common shares that Company
stockholders will be entitled to receive and how to turn in their
shares of Company common stock following completion of the final
calculation.

                    About the Company

Crescent Operating, Inc. is a management company which owns an
interest in a temperature controlled logistics operating company.
It has been a debtor-in-possession in proceedings under the United
States Bankruptcy Code since March 10, 2003.


DAN RIVER: Committee Employs Houlihan Lokey as Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Newnan Division gave its stamp of approval to the Official
Unsecured Creditors' Committee for Dan River Inc.'s chapter 11
cases in its application to employ Houlihan Lokey Howard & Zukin
Capital as its financial advisor.

Houlihan Lokey will:

   a) evaluate the assets and liabilities of the Debtors;

   b) analyze and review the financial and operating statements
      of the Debtors;

   c) analyze the business plans and forecasts of the Debtors;

   d) evaluate all aspects of the Debtors' debtor in possession
      financing, cash collateral usage and adequate protection
      therefore and any exit financing in connection with any
      plan of reorganization and any budgets relating thereto;

   e) provide such specific valuation or other financial
      analyses as the Committee may require in connection with
      the Cases;

   f) help with the claim resolution process and distributions
      relating thereto;

   g) assess the financial issues and options concerning:

      (1) the sale of any assets of the Debtors and the Company,
          either in whole or in part, and

      (2) the Debtors' plan(s) of reorganization or any other
          plan(s) of reorganization;

   h) prepare, analyze and explain of the Plan to various
      constituencies;

   i) assist the Committee in locating and obtaining post-
      petition and exit financing; and

   j) provide testimony in court on behalf of the Committee, if
      necessary.

Houlihan will compensated with:

   a) a $100,000 Monthly Fee; and

   b) Transaction Fee that will not exceed 1.25% of recoveries
      by unsecured creditors.

Headquartered in Danville, Virginia, Dan River Inc.
-- http://www.danriver.com/-- is a designer, manufacturer and and
marketer of textile products for the home fashions, apparel
fabrics and industrial markets.  The Company filed for chapter 11
protection on March 31, 2004 (Bankr. N.D. Ga. Case No.
04-10990).  James A. Pardo, Jr., Esq., at King & Spalding
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$441,800,000 in total assets and $371,800,000 in total debts.


DAVEL COMMS: Ability To Continue As A Going Concern Is In Doubt
---------------------------------------------------------------
Davel Communications, Inc. has incurred losses of approximately
$46.2 million and $5 million for the year ended December 31, 2003
and the three months ended March 31, 2004, respectively.

These losses were primarily attributable to declining revenues
attributable to increased competition from providers of wireless
communication services and a non-cash asset impairment losses in
2003.

In addition, as of March 31, 2004, the Company had a working
capital deficit of $10.6 million, which includes $1.9 million of
Federal universal service fees and other past due obligations, and
the Company's liabilities exceeded it assets by $107.5 million.

Although the Company is currently in compliance with the financial
covenants and debt payments due under its Credit Facility, as
amended, there can be no assurance that the Company will be able
to remain in compliance or refinance the remaining balance due at
maturity with its current or other lenders.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


DEZES CHIROPLUS: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dezes Chiroplus of Fullerton, P.A.
        16 East Chase Street
        Baltimore, Maryland 21202

Bankruptcy Case No.: 04-24740

Chapter 11 Petition Date: June 18, 2004

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Gerald Danoff, Esq.
                  Danoff, King & Hofmeister, P.A.
                  409 Washington Avenue, Suite 810
                  Towson, MD 21204

Total Assets: $0

Total Debts:  $1,063,823

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Care First of Maryland        Trade debt                $833,000
10455 Mill Run Court
Owing Mills 21117

Wells Fargo Financial         Credit card                $15,559

Bank America                  Credit card                $12,484

GNOC                          client interment           $10,800

Mudd, Harrison & Burch                                    $8,000

Discover Card                 Credit card                 $5,980


DII IND: Inks Stipulation Resolving Insurance Neutrality Issue
--------------------------------------------------------------
At the Bankruptcy Court's suggestion, the DII Industries, LLC
Debtors and several insurance companies proposed "insurance
neutrality" language they'd like to see included in the Debtors'
Plan and any Plan Confirmation Order.  The Debtors and the
Insurers continue to discuss the language each party proposed.

The Insurance Companies are:

    (1) ACE Property & Casualty Insurance Company,
    (2) Allianz AG,
    (3) Allianz Global Risks US Insurance Company,
    (4) Allianz Underwriters Insurance Company,
    (5) Allstate Insurance Company,
    (6) American Home Assurance Company,
    (7) American International Underwriters Insurance Company,
    (8) American Re-Insurance Co.,
    (9) Appalachian Insurance Company,
   (10) Appalachian Mutual Insurance Co.,
   (11) Associated International Insurance Company,
   (12) Birmingham Fire Insurance Company of Pennsylvania,
   (13) Central National Insurance Company of Omaha,
   (14) Century Indemnity Company,
   (15) Certain London Market Insurers,
   (16) Certain Underwriters at Lloyd's London,
   (17) Colonial Penn Insurance Company,
   (18) Columbia Casualty Company,
   (19) Continental Casualty Company,
   (20) Continental Insurance Company,
   (21) Employers Reinsurance Corporation,
   (22) Evanston Insurance Company,
   (23) Executive Risk Indemnity, Inc.,
   (24) Federal Insurance Company,
   (25) Fidelity & Casualty Company of New York,
   (26) Fireman's Fund Insurance Company,
   (27) First State Insurance Company,
   (28) Granite State Insurance Company,
   (29) Hartford Accident & Indemnity Company,
   (30) Hartford Casualty Insurance Company,
   (31) Insurance Company of North America,
   (32) Insurance Company of the State of Pennsylvania,
   (33) Landmark Insurance Company,
   (34) Lexington Insurance Company,
   (35) Lumbermens Mutual Casualty Co.,
   (36) National Union Fire Insurance Company of Pittsburgh, PA,
   (37) New England Insurance Company,
   (38) New Hampshire Insurance Company,
   (39) Northwestern National Insurance Company,
   (40) OneBeacon America Insurance Company,
   (41) Pacific Employers Insurance Company,
   (42) Seaton Insurance Company,
   (43) St. Paul Fire & Marine Insurance Company,
   (44) St. Paul Mercury Insurance Company,
   (45) Stonewall Insurance Company,
   (46) Swiss Reinsurance and European General,
   (47) TIG Insurance Company,
   (48) Transcontinental Insurance Company,
   (49) Travelers Casualty & Surety Company,
   (50) Twin City Fire Insurance Company,
   (51) Union Atlantique de Assurances Travelers
        Casualty & Surety Company,
   (52) U.S. Fire Insurance Company,
   (53) Westport Insurance Corporation,
   (54) Yosemite Insurance Company,
   (55) Zurich American Insurance Company,
   (56) Zurich Insurance Company (Switzerland), and
   (57) Zurich International, Ltd.

As a result of the discussions, the Debtors and the Insurers
stipulate that:

   (a) Prior to entry of any Confirmation Order by the Bankruptcy
       Court, the Debtors will file a technical amendment to the
       Plan amending and restating Section 11.4 --
       Asbestos/Silica Insurance Actions and Preservation of
       Insurance Claims and Defenses.

       A full-text copy of the Plan provision is available at no
       charge at:

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

   (b) The Debtors will request that the Confirmation Order, and
       any order entered by the U.S. District Court for the
       Western District of Pennsylvania in connection with the
       Plan confirmation, include these findings and provisions:

       * The Court, having found that the Asbestos/Silica
         Insurance Companies lack standing to appear in the
         Debtors' bankruptcy proceedings -- other than with
         respect to the Plan's "insurance neutrality" -- did not
         permit any Asbestos/Silica Insurance Company to object
         to the Plan, the Plan Documents, the Asbestos/Silica PI
         Trust Claimant Settlement Agreements, the Asbestos TDP,
         the Silica TDP, or the transactions contemplated by any
         of those documents, or to take discovery or present
         evidence in support of any potential objections.

       * In confirming the Plan and approving the other documents
         and transactions, the Court has not considered and is
         not deciding any matter at issue in any Asbestos/Silica
         Insurance Action.

       * The Plan constitutes a contract between the Debtors, on
         the one hand, and the holders of Asbestos PI Trust
         Claims and Silica PI Trust Claims and the Futures
         Representative, on the other hand.  The Debtor entered
         into that contract without the consent, permission or
         participation of any Asbestos/Silica Insurance Company.

       * In confirming the Plan and approving the related
         documents and the transactions they contemplate, the
         Court has not conducted any trial or hearing on, or made
         any findings, conclusions, or determinations regarding:

          (i) the merits of any one or more Asbestos PI Trust
              Claims or any one or more Silica PI Trust Claims,
              for insurance coverage purposes; or

         (ii) whether the settlement by the Debtors or the
              allowance and payment by the Asbestos PI Trust or
              the Silica PI Trust of any Asbestos PI Trust Claim
              or Demand, or Silica PI Trust Claim or Demand, is
              reasonable or appropriate for insurance coverage
              purposes.

   (c) The Stipulation does not affect the rights, if any, that:

       -- the Insurers otherwise would have to object to or
          appeal from any order entered by the Bankruptcy Court
          Court the Debtors' Chapter 11 Cases, or by any other
          court exercising jurisdiction over these cases, on any
          grounds that the Insurers may assert, including,
          without limitation that:

          * the Insurers will be injured by confirmation and
            consummation of the Plan even if their right and
            ability to contest insurance coverage for Claims and
            Demands paid pursuant to the Plan is not prejudiced;

          * the Plan should not be confirmed;

          * the Debtors' bankruptcy proceedings should be
            dismissed; or

          * Professor Eric Green should not have been appointed
            as the Futures Representative,

          provided, however, the Insurers agree -- for purposes
          of the Debtors' Chapter 11 cases only, taking into
          account the rulings previously issued by the Bankruptcy
          Court, and without prejudice to any position or
          argument taken or made to the contrary by the Insurers
          in other bankruptcy cases not involving the Debtors --
          that they will not object to or appeal from any order
          on the ground that the language subject to the
          Stipulation is insufficiently "insurance neutral" as
          compared with some other "insurance neutrality"
          language that might have been contained in the Plan or
          the Confirmation Order; or

       -- the Debtors otherwise would have to argue that:

          * the Insurers lack standing to object or appeal; or

          * any objection or appeal lacks merit,

          provided, however, the Debtors may not argue that the
          fact that the Insurers have entered into the
          Stipulation limits the Insurers' right to object to or
          appeal from any order.

   (d) The Insurers' objections to confirmation of the Plan are
       reserved.

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. 14;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DOLE HOLDING: S&P Assigns BB- Rating to Corporate Credit
--------------------------------------------------------
Standard & Poor's Ratings Services assigned a corporate credit
rating of 'BB-' to Dole Holding Co LLC. A 'BB-' corporate credit
rating was also assigned to Dole Holding Company Inc. At the same
time, Standard & Poor's assigned a 'B' rating to Dole Holding's
proposed $150 million second-lien term loan. Proceeds will be used
to partially fund the construction of The Wellbeing Center, a
five-star hotel, conference center, and full-service spa.

The 'BB-' corporate credit rating and other ratings on Dole Food
Co. Inc. have been affirmed.

The outlook is negative. Westlake Village, California-based Dole
Foods had about $2.2 billion of lease-adjusted debt outstanding as
of March 27, 2004.

"The ratings reflect Dole's highly leveraged financial profile,
which is mitigated by the company's leading position as a
worldwide marketer, distributor, processor, and grower of branded
fresh fruit, vegetables, and processed fruits," said Standard &
Poor's credit analyst Ronald Neysmith.

Dole is one of the world's largest producers of bananas and
pineapples. It is also a major marketer of citrus fruits, table
grapes, iceberg lettuce, celery, cauliflower, and broccoli, as
well as value-added, precut salads and vegetables. Produce is
grown on company-owned or leased land and is also sourced globally
through arrangements with independent growers. Despite the
company's defendable position, operating performance can be
affected by uncontrollable factors such as global supply,
political risk, currency swings, weather, and disease.


ENRON: Accepts Southern Union/GE's $2.35BB Offer for CrossCountry
-----------------------------------------------------------------
Enron announced that it has reached an agreement with a joint
venture of Southern Union Company and GE Commercial Finance Energy
Financial Services for the sale of CrossCountry Energy for
$2.35 billion, including the assumption of debt.

The Southern Union/GE bid will be the "stalking horse" for an
auction of Enron's North American natural gas pipeline business.
The U.S. Bankruptcy Court of the Southern District of New York
approved bidding procedures for a Sept. 1 auction among qualified
bidders, and the court is scheduled to approve the winning bid on
Sept. 9. Enron and its Official Unsecured Creditors' Committee
will solicit additional bids through Aug. 23. The sale of
CrossCountry Energy, which is also subject to certain regulatory
and governmental approvals, is expected to close by mid-December.

"We are very pleased that these quality assets are generating
value for our creditors," said Stephen F. Cooper, Enron's acting
CEO and chief restructuring officer. "These pipelines are high-
performing businesses, and that value was demonstrated today by
the higher bids we received."

Enron announced in May that it had reached a sale agreement with
NuCoastal LLC for the sale of CrossCountry Energy for
$2.2 billion, including the assumption of outstanding Transwestern
debt of approximately $430 million. However, the higher bid
offered by Southern Union/GE accepted by Enron and its Creditors'
Committee will now serve as the stalking horse.

                  About CrossCountry Energy

CrossCountry Energy is headquartered in Houston and has
approximately 1,100 employees. Transwestern Pipeline Company is a
wholly owned 2,600-mile pipeline system extending from West Texas
to the California border. Citrus Corp., which is held 50 percent
by Enron and 50 percent by Southern Natural Gas, an El Paso
affiliate, owns the 5,000-mile Florida Gas Transmission system
that runs from south Texas to south Florida. The wholly owned
Northern Plains Natural Gas Company is one of the general partners
of Northern Border Partners, L.P. (NYSE:NBP), which owns interests
in Northern Border Pipeline Company, Midwestern Gas Transmission
Company, Viking Gas Transmission Company and Guardian Pipeline,
LLC. CrossCountry Energy's Internet address is
http://www.crosscountryenergy.com/


ENRON: Panel Sues 6 Workers to Recover $7.2M Preferential Payments
------------------------------------------------------------------
Within one year prior to the Bankruptcy Petition Date, one or more
of the Enron Corporation Debtors made, or caused to be made, these
transfers to six employees:

   Employee                                         Amount
   --------                                         ------
   Amanda K. Martin                             $2,817,000
   David Oxley                                     750,000
   Lou L. Pai                                    2,660,000
   Phillippe A. Bibi                               425,000
   Richard B. Buy                                  400,000
   Robert H. Butts                                 150,000
                                               -----------
       TOTAL                                    $7,202,000

Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley & McCloy, LLP,
in New York, relates that pursuant to Section 547(b) of the
Bankruptcy Code, the Transfers are avoidable because the
Transfers:

   (a) were made within one year prior to the Petition Date,
       wherein the Debtors were considered to be insolvent;

   (b) constitute transfers of interests of the Debtors'
       property;

   (c) were made to, or for the benefit of, a creditor;

   (d) were made on account of an antecedent debt owed to the
       creditor; and

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

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

       -- the Transfers were not made; and

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

As avoidable preferential transfers, Mr. Kirpalani contends that
the Transfers are recoverable under the purview of Section
550(a).

In addition, Mr. Kirpalani tells the Court that the Transfers are
also fraudulent transfers in accordance with Section 548(a)(1)(B)
since the Debtors received less than reasonably equivalent value
in exchange for some or all of the Transfers.

In the alternative, Mr. Kirpalani asserts that the Transfers
should be considered fraudulent transfers that may be avoided and
recovered pursuant to Sections 554 and 550 of the Bankruptcy
Code, Sections 270 to 281 of the New York Debtor and Creditor Law
or other applicable law on these additional grounds:

   -- As a direct and proximate result of the Transfers, the
      Debtors and their creditors suffered losses amounting to
      at least the value of the Transfers; and

   -- At the time of the Transfers, there were creditors
      holding unsecured claims and there were insufficient
      assets to pay the Debtors' liabilities in full.

Accordingly, the Official Committee of Unsecured Creditors, on
the Debtors' behalf, seeks a Court judgment:

   (a) declaring the avoidance and setting aside of the
       Transfers pursuant to Section 547(b);

   (b) in the alternative, declaring the avoidance and setting
       aside of the Transfers pursuant to Section 548(a)(1)(B);

   (c) in the alternative, declaring the avoidance and setting
       aside of the Transfers pursuant to Bankruptcy Code
       Section 544, New York Debtor and Creditor Law Sections
       270-281 or other applicable law;

   (d) awarding to the Committee an amount equal to the
       Transfers and directing the Employees to immediately pay
       the Transfers pursuant to Section 550(a), together with
       interest from the date of the Transfers; and

   (e) awarding to the Committee its attorneys' fees, costs and
       other expenses incurred. (Enron Bankruptcy News, Issue No.
       113; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON: Wants 34 Creditors to Return $100MM+ Preferential Payments
-----------------------------------------------------------------
On or within 90 days prior to the Bankruptcy Petition Date, the
Enron Corporation Debtors made, or caused to be made, Transfers to
34 creditors:

   Creditor                                          Amount
   --------                                          ------
   Bronco Construction                             $338,391
   Border States Electric Supply                    130,538
   Brackett Green USA, Inc.                         174,788
   Brennan Industrial Contractors, Inc.              65,417
   British Construction Group, Ltd.                 443,003
   Bretford Manufacturing, Inc.                     139,381
   Brook Energy Services, Inc.                      144,142
   Brown & Root, Inc.                               269,226
   Bruns Bros Processing Equipment                   25,695
   Bulk-Tainers Corporation                          36,629
   Clark Reliance                                    84,419
   Connecticut General Life Ins Co.               1,678,005
   Doughty Brothers, Inc.                            30,807
   East Ohio Machinery Company                       43,650
   Eden Bioscience Corporation                      135,457
   FYI-Net, LP                                       48,186
   Honeywell                                        330,626
   GE Capital                                    91,678,368
   Industries 43                                     88,980
   John L. Wortham & Son, LLP                        43,477
   Puget Sound Energy, Inc.                          71,023
   Rosewood Contracting Corp./AFC                 1,329,534
   Siemens Building Technologies, Inc.               24,980
   VEI, Inc.                                        110,271
   Virginia Transformer Corporation               1,371,860
   Voith Fabrics                                     30,074
   Voith Sulzer Paper Technology                     86,406
   Volks Constructors Division                       49,284
   Vulcan Performance Chemicals                     288,486
   WA Matherne Svc, Inc.                            270,062
   Wahlco, Inc.                                      42,457
   Walters Wholesale Electric Company               371,484
   Warehouse Associates Corporate                   334,104
   Warren Electric Group                            141,913
                                              -------------
       TOTAL                                   $100,451,123

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

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

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

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

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

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

       -- Enron's cases were administered under Chapter 7;

       -- the Transfers had not been made; and

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

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

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

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

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

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

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

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

Accordingly, the Debtors seek a Court judgment:

   (i) avoiding and setting aside the Transfers pursuant to
       Section 547(b);

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

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

  (iv) awarding them their attorneys' fees, costs and other
       expenses incurred. (Enron Bankruptcy News, Issue No. 113;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Examiner Goldin Granted Relief From SPE Investigation
-----------------------------------------------------------------
Effective June 3, 2004, the Court discharges the ENA Examiner and
his Professionals solely from their duties set forth in the SPE
Expansion Order, and any commitments or representations of the
ENA Examiner to the United States Trustee with respect to his
duties set forth in the SPE Expansion Order.

Furthermore, the Court rules that:

   (a) Upon the Effective Date of any plan of reorganization for
       Enron Corporation, with respect to the SPE Investigation,
       neither the ENA Examiner nor his professionals will have
       any liability with respect to any act or omission,
       statement or representation relating to the ENA Examiner
       or any report, pleading or other writing in connection
       with the SPE Investigation;

   (b) Any creditor or party-in-interest to these cases are
       precluded from issuing or serving upon the ENA Examiner
       or his Professionals any discovery requests in connection
       with the SPE Investigation;

   (c) Except as prohibited by any existing confidentiality
       order, the ENA Examiner will deliver to the Debtors'
       counsel one copy of each report it filed in the Court
       respecting the SPE Investigation and all materials cited
       in the footnotes of each report, to the extent the ENA
       Examiner has not already done so.  The Debtors' counsel
       must maintain the confidentiality of the materials in
       accordance with any confidentiality order;

   (d) Notwithstanding anything to the contrary, the ENA
       Examiner and his Professionals are not required to
       produce to the Debtors any material comprising the work
       product of the ENA Examiner or his Professionals, or any
       material protected by the attorney-client privilege or
       other applicable privilege;

   (e) The ENA Examiner and his Professionals will be entitled
       to reimbursement for the costs of disposition of
       confidential materials;

   (f) The ENA Examiner and his Professionals, with respect to
       the SPE Investigation, will be bound by the terms of any
       subsequent Court Order respecting the disposition of
       documents in the Enron Corp. Examiner's possession and
       the reimbursement for the costs of disposition of the
       material under the terms of those orders;

   (g) The ENA Examiner and his Professionals will not destroy
       any documents or other materials related to the SPE
       Investigations until further Court order; and

   (h) After June 3, 2004, the ENA Examiner and his
       Professionals will not divulge any confidential
       information to any party not previously authorized to
       receive the information, which was obtained in the
       performance of their duties as examiner and professional
       in connection with the SPE Investigation and they agree
       that while the ENA estate has litigation pending, they
       will not make substantive oral or written public
       statements concerning substantive issues addressed in the
       Final SPE Report or investigated as part of the SPE
       Investigation. (Enron Bankruptcy News, Issue No. 113;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


EXECUTIVE GLASS: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Executive Glass Co., Inc.
        52 Montvale Avenue
        Stoneham, Massachusetts 02180

Bankruptcy Case No.: 04-14897

Type of Business: The Debtor is engaged in the business of auto
                  glass installation.
                  See http://www.executiveglass.com/

Chapter 11 Petition Date: June 10, 2004

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Richard M. Canzano, Esq.
                  Blumsack & Canzano
                  36 Commerce Way
                  Woburn, MA 01801
                  Tel: 781-935-3500

Total Assets: $1,072,556

Total Debts:  $2,184,753

Debtor's 21 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Pilkington North America      Promissory Note           $317,038
811 Madison Avenue
P.O. Box 799
Toledo, OH 43696-0799

Piyush Patel                  Rent in Arrears and       $188,500
                              Acc. rents

PPC Industries Inc.           Promissory Note           $130,000

Stoneham Eq. Partners         Rent in Arrears and       $105,354
                              Acc. rents

Mygrant Glass Company         Purchase goods            $100,600

WEEI Sports Radio             Advertising                $46,050

BlueCross BlueShield          Employee health            $40,553
                              insurance

Jackson Realty Trust          Rent in Arrears and        $37,863
                              Acc. rents

AMI Leasing & Fleet Mgmt.     Vehicle Leases             $28,046
Svcs.

WAAF 107.3 FM                 Advertising                $23,950

Woonteiler, Inc.              Public Relations           $23,290

Bartelstone Glass             Purchase goods             $22,935
Distributors

Adopt A Highway               Advertising                $18,139

Yellow Book USA               Advertising                $16,562

NPS LLC                       Services                   $15,600

PSC Trading                   Purchase goods             $13,325

TR Miller Co., Inc.           Advertising                $12,794

Regnante Sterio & Osborne     Legal services             $11,480

MBNA America                  Credit card purchases      $10,463

Curved Glass Distributors     Purchase goods              $6,900

Service Auto Glass            Purchase goods              $6,900


FIRST AMERICAN: C. Reaves Named National Default Unit President
---------------------------------------------------------------
First American Default Management Solutions, a member of The First
American Corporation (NYSE: FAF) family of companies, announced
that Caroline Reaves has been named president of its National
Default Outsourcing company.

Prior to joining First American, Reaves gained an extensive legal
and mortgage servicing background, including more than a decade of
service at Midland Mortgage Co./MidFirst Bank in Oklahoma City,
Okla. Reaves began her career at Midland Mortgage in 1991, then
moved to default management in 1994. Since then, she has managed
the bankruptcy, foreclosure, claims and property preservation
areas. Her most recent position was vice president of default
management, a post she had held since 1997.

"The extensive experience and proven leadership that Caroline
brings to First American will ensure the continued growth of our
default outsourcing solutions to mortgage servicers across the
nation," said Jay Frappier, president of First American Default
Management Solutions.

Reaves received a bachelor's degree from Louisiana Tech University
in 1985 and currently resides in Oklahoma City, but will be
relocating to Dallas.

First American National Default Outsourcing works to reduce the
cost of servicing by partnering with its customers to co-source
many default-related job functions such as foreclosure and
bankruptcy packaging, imaging, filing, document retrieval, mail
processing, system updates, invoice processing and claims
processing.

              About First American Corporation

The First American Corporation is a Fortune 500 company that
traces its history to 1889. As the nation's largest data provider,
the company supplies businesses and consumers with information
resources in connection with the major economic events of people's
lives, such as getting a job; renting an apartment; buying a car,
house, boat or airplane; securing a mortgage; opening or buying a
business; and planning for retirement. The First American Family
of Companies, many of which command leading market share positions
in their respective industries, operate within six primary
business segments including: Title Insurance and Services,
Specialty Insurance, Mortgage Information, Property Information,
Credit Information and Screening Information. With revenues of
$6.21 billion in 2003, First American has 29,000 employees in
approximately 1,800 offices throughout the United States and
abroad. More information about the company can be found at
http://www.firstam.com/

As previously reported, Standard & Poor's Ratings Services
affirmed its 'BBB' counterparty credit and senior debt ratings and
'BB+' preferred stock ratings on insurance holding company First
American Corp. (NYSE:FAF). Standard & Poor's also revised its
outlook on all the ratings to positive from stable.


FISHER SCIENTIFIC: Anticipates Closing Apogent Merger on Aug. 2
---------------------------------------------------------------
Fisher Scientific International Inc. (NYSE: FSH) announced that it
has been informed by Apogent Technologies Inc. (NYSE: AOT) that,
based on a review by Apogent's Board of Directors and its Audit
Committee, Apogent's Molecular BioProducts Inc. (MBP) subsidiary
in San Diego, Calif., may have improperly recognized between
$200,000 and $600,000 of revenue during the quarter ended March
31, 2004.

Fisher has been informed by Apogent that it believes this is an
isolated incident. Fisher noted that the amount of revenues
concerned is not material to Apogent, which had $298 million in
revenues during the second quarter. Fisher supports the review by
Apogent's Board of Directors and its Audit Committee. Fisher has
been and is continuing to conduct its own review of the matter
with its independent advisors.

Fisher expects to convene its annual meeting of stockholders on
June 28, 2004, solely for the purpose of voting on the election of
directors and the ratification of auditors, and to adjourn the
vote on the issuance of Fisher common stock in connection with the
Apogent merger to a date that the companies believe will allow the
closing of the merger to occur on Aug. 2, 2004. Closing on the
first business day of a month facilitates the efficient
coordination of systems cut-off and transfers. Fisher anticipates
that this date will also provide Fisher and Apogent and their
respective advisors with the time necessary to complete their
reviews of the matter and comply with required advanced notice and
other legal requirements for the meeting. The May 14, 2004, record
date for the meeting to vote on the merger is not expected to
change.

Paul M. Montrone, chairman and chief executive officer of Fisher
Scientific, stated, "We believe this is prudent, especially in
light of the current environment. We look forward to completing
our review of this matter quickly. We have been working closely
with the Apogent team over the past few months and continue to
believe in the strategic rationale for the Fisher-Apogent
combination."

           About Fisher Scientific International Inc.

As a world leader in serving science, Fisher Scientific
International Inc. (NYSE: FSH) offers more than 600,000 products
and services to more than 350,000 customers located in
approximately 145 countries. Fisher's customers include
pharmaceutical and biotech companies; colleges and universities;
medical-research institutions; hospitals and reference labs;
quality-control, process-control and R&D labs in various
industries; as well as government and first responders. As a
result of its broad product offering, electronic-commerce
capabilities and integrated global logistics network, Fisher
serves as a one-stop source of products, services and global
solutions for its customers. The company primarily serves the
scientific-research, clinical-laboratory and safety markets.
Additional information about Fisher is available on the company's
Web site at http://www.fisherscientific.com/

                      *   *   *

As reported in the Troubled Company Reporter's May 26, 2004
edition, Standard & Poor's Ratings Services' ratings on Fisher
Scientific  International Inc. remain on CreditWatch with positive
implications following the company's announcement of $3.6 billion
merger with Apogent Technologies Inc., which is expected to close
on or about July 1, 2004

Standard & Poor's will raise its corporate credit rating on
Hampton, New Hampshire-based life science equipment provider to
'BBB-' from 'BB' upon the upon completion of the merger. The
senior secured rating will be raised to 'BBB-' from 'BB+'. The
senior unsecured rating will be raised to 'BBB-' from 'BB-' as the
increased asset base suggests that unsecured senior creditors will
not be disadvantaged in bankruptcy by the presence of secured
lenders. The subordinated rating will be raised to 'BB+' from
'B+'.


FLEMING: Wants to Stretch Deadline To Remove Actions To Oct. 31
---------------------------------------------------------------
The Fleming Companies, Inc. Debtors need more time to file notices
of removal under Rule 9027(a)(2)(A) of the Federal Rules of
Bankruptcy Procedure with respect to any actions pending on the
Petition Date.  In this regard, the Debtors ask the Court to
extend their Removal Period, through and including October 31,
2004.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, explains that the
Debtors have been focusing all their available efforts on the
confirmation of a restructuring plan, including:

       -- analyzing and objecting to claims that impact on the
          feasibility of the Plan;

       -- obtaining a replacement, exit and Tranche B financing
          for the Plan;

       -- negotiating plan treatment with the reclamation
          claimants and other major creditor constituencies;

       -- settling numerous claims and disputes; and

       -- obtaining a consensual Disclosure Statement and Plan.

Ms. Jones tells the Court that the Debtors have not undertaken a
thorough analysis of their pending litigation to determine if
there are any matters that should be removed.  Ms. Jones asserts
that the extension will afford the Debtors an opportunity to make
fully informed decisions concerning the removal of all actions,
and will assure that the Debtors do not forfeit valuable rights
under 28 U.S.C. Section 1452.

Ms. Jones assures the Court that the Debtors' adversaries will
not be prejudiced with the extension because, in the event that
an action is removed, the other parties to the action sought to
be removed may seek to have the action remanded to the state
court pursuant to 28 U.S.C. Section 1452(b).

Judge Walrath will convene a hearing on July 9, 2004 at 4:00 p.m.
to consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the removal deadline is automatically extended through
the conclusion of that hearing.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FREESCALE SEMICONDUCTOR: S&P Rates Corporate & Senior Debt at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Austin, Texas-based Freescale Semiconductor Inc.,
and a 'BB+' rating to its planned $1.25 billion in senior
unsecured notes. The outlook is positive.

"The rating reflects the company's brief track record at current
profitability levels; the potential challenges it faces as an
independent company; ongoing high R&D expenditures needed to
maintain its technology base; and its second-tier position in the
growing wireless market, as well as its leadership position in the
automotive and networking semiconductor markets," said Standard &
Poor's credit analyst Bruce Hyman.

Freescale Semiconductor is Motorola Inc.'s semiconductor products
sector: it is expected to be spun off to shareholders by year-end,
following its planned IPO. The company has strong positions in the
networking, embedded control, and automotive semiconductor
markets. Its sales to Motorola's wireless phone unit are subject
to a purchase and supply agreement through 2006, although the
company has yet to achieve a significant presence with
unaffiliated cell phone makers. Pro forma for the IPO, Freescale
will have cash balances equal to about 40% of annual sales, a net
cash position of about $750 million, and could generate good
levels of free cash flows.

Freescale makes radio frequency chips for cell phones,
microcontrollers for networking equipment and for automobiles and
industrial applications, and manufactures sensors, power
management chips, and other semiconductors. The company is the
leading supplier of chips for networking, wireless base stations,
and many automotive applications, and has the industry's No. 5
position supplying wireless semiconductors core cellular handsets-
-largely to Motorola, a legacy of its historical position as a
Motorola division. Customer-supplier relationships are long-lived
in the networking and automotive sectors, and product platforms
can remain in production for several years, which tends to protect
revenue streams. Networking has experienced severe volatility, and
current revenue levels are well below historical peaks. Relatively
moderate growth and less severe fluctuations are expected in the
future. Automotive sales volatility is also generally moderate.
Cell phone chip sales could fluctuate, as technologies evolve and
as various phone makers' products come in or out of favor with
carriers and consumers. Substantially higher penetration of the
cell phone industry may be necessary for the wireless division to
sustain good profitability levels, given high R&D expenses in
this area. The company's manufacturing model entails an increasing
use of foundries and partnerships for leading edge applications,
while its existing advanced factories, currently serving wireless
applications, will be retargeted to serve networking and
automotive applications in the future.


GEMSTAR-TV GUIDE: Reaches Final Settlement with SEC
---------------------------------------------------
Gemstar-TV Guide International (Nasdaq: GMST) announced that it
has reached an agreement with the United States Securities and
Exchange Commission to resolve the Commission's investigation of
the Company. Pursuant to the agreement, the SEC filed a Complaint
and proposed Final Judgment with the Central District Court of
California. This agreement concludes the Commission's
investigation of Gemstar-TV Guide concerning the Company's past
revenue recognition and financial reporting practices. In 2003,
the Company restated all of the transactions that are the subject
of the SEC's Complaint.

The Company said: "Gemstar-TV Guide is pleased to have reached an
agreement with the SEC, and to conclude this chapter in the
Company's history. Since completing our management and corporate
governance restructuring in November 2002, Gemstar-TV Guide has
worked diligently to assist the SEC in its investigation. As we
put this matter behind us, we are focused on growing our strong
portfolio of assets, while working to best serve our shareholders,
our industry partners and consumers."

The SEC's complaint alleges that the Company violated certain
public reporting, record keeping and internal controls
requirements. Under the terms of the settlement, the Company will
pay a civil penalty of $10 million, without admitting or denying
the SEC's allegations. The Company will pay the $10 million civil
penalty using funds already set aside and expensed in connection
with the previously announced settlement agreement related to the
Consolidated Federal Securities Class Action litigation. The funds
paid to the SEC will be available for distribution to shareholders
pursuant to the Fair Funds provision of the Sarbanes-Oxley Act of
2002.

          About Gemstar-TV Guide International, Inc.

Gemstar-TV Guide International, Inc., (S&P, BB- Corporate Credit
Rating, Stable Outlook) is a leading media and technology company
that develops, licenses, markets and distributes technologies,
products and services targeted at the television guidance and home
entertainment needs of consumers worldwide. The Company's
businesses include: television media and publishing properties;
interactive program guide services and products; and technology
and intellectual property licensing. Additional information about
the Company can be found at http://www.gemstartvguide.com/


GLOBAL CROSSING: Deloitte Completes Probe On Cost Of Access
-----------------------------------------------------------
Global Crossing (NASDAQ: GLBCE) announced that Deloitte & Touche
LLP has completed an independent investigation of the facts and
circumstances giving rise to the company's previously announced
understatement of cost of access liabilities and expenses.

Deloitte & Touche reported that the investigative procedures it
performed did not reveal any management integrity issues related
to the cost of access accrual and expenses, or any knowledge by
management of an understatement related to the year-end 2003
financial statements until after the filing of such financial
statements in March 2004.

"We're pleased that Deloitte & Touche has been able to finish its
investigation and has reported that there was no finding of prior
knowledge by Global Crossing employees of the understatement and
nothing within the scope of their cost of access investigation
that raises concerns with management integrity," said John Legere,
Global Crossing's CEO.  "The company has responded to the
situation appropriately and expeditiously -- we uncovered a
problem, made prompt public disclosure, addressed the problem with
both internal and independent investigations, and are ensuring the
implementation of more stringent controls in the future."

Deloitte & Touche was retained by Global Crossing's independent
audit committee in May 2004 to conduct this investigation after
the company announced on April 27, 2004 that its previously
reported 2002 and 2003 financial statements should be disregarded
because of an understatement of its accrued cost of access
liability at year-end 2003.  Deloitte & Touche recently reported
the results of its investigation to Global Crossing's audit
committee and board of directors.

Deloitte & Touche's findings were based upon an investigation of
the company's existing processes and procedures for accounting for
cost of access expenses in North America and included reading more
than 90,000 e-mails and numerous other documents and interviewing
26 employees.  Based upon the investigative procedures it
performed, Deloitte & Touche observed that the issues surrounding
cost of access in North America do not appear to exist in Global
Crossing's operations in the UK and Europe.  Deloitte & Touche
observed that the company had in place detailed processes and
procedures for its cost of access accounting.  Consistent with the
previously reported results of the company's internal review,
Deloitte & Touche identified weaknesses in these processes,
procedures and controls in North America, including the failure to
reconcile estimates of cost of access expenses to vendor invoiced
amounts.

Based in part on Deloitte & Touche's observations regarding the
internal control weaknesses related to cost of access, Global
Crossing's board has directed management, under the oversight of
the audit committee, to continue implementation of appropriate
interim and long-term remediation measures to ensure accurate
reporting of financial information regarding cost of access.
These remediation measures include, among other things, adding
systems and procedures for reconciling vendor invoices to
accruals for cost of access expenses; conducting a required skill
level analysis for cost of access-related functions and
supplementing resources accordingly; developing comprehensive
documentation of cost of access expense and accrual processes and
procedures; hiring of an industry expert to assess organizational
structures and their relationship to reporting risk; and
improving support tools for estimating and disputing cost of
access expenses and training personnel on the use of such tools
and on cost of access processes.

As previously announced, the audit committee has retained Grant
Thornton LLP to evaluate the understated cost of access liability
and determine whether it can re-issue its previously withdrawn
audit reports dated March 8, 2004, December 23, 2003 and September
10, 2003 or whether a restatement of some or all of the related
financial statements is required.  As part of its audit
procedures, Grant Thornton will review Global Crossing's estimate
that the understatement ranged from approximately $50 million to
approximately $80 million, of which approximately $10 million
reflects an erroneous classification within Global Crossing's
emergence balance sheet under fresh start accounting rules.

The results of Deloitte & Touche's investigation satisfy one of
the conditions placed on availability of the remaining funds under
Global Crossing's bridge loan facility with Singapore Technologies
Telemedia.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GRUPO TMM: Launches Debt Exchange Offer & Consent Solicitation
--------------------------------------------------------------
Grupo TMM, S.A. (NYSE:TMM and BMV:TMM A) announced that it has
commenced its exchange offer for all of its outstanding 9 1/2
percent Notes due 2003 and its 10 1/4 percent Senior Notes due
2006. The exchange offer is being conducted to implement the
previously announced restructuring of the existing notes. The
Company has entered into voting agreements with the holders of
approximately 72 percent of the outstanding principal amount of
the existing notes, pursuant to which they have agreed to support
the restructuring and to exchange their existing notes. The
Company is also soliciting consents to the proposed amendments to
the indenture governing the 2006 notes and acceptances of a pre-
packaged plan of reorganization described below. The pre-packaged
plan would, if confirmed, implement the restructuring on
essentially the same terms as the exchange offer.

In the exchange offer, the Company is offering to exchange $1,000
principal amount of the Company's newly issued Senior Secured
Notes due 2007 for each $1,000 principal amount of existing notes
validly tendered in the exchange offer. Holders whose consents are
validly received prior to Thursday, July 8, 2004, will be entitled
to receive as a consent fee a pro rata portion of approximately
$21.1 million of new notes. Accrued unpaid interest on the
existing notes through the settlement date of the exchange offer
will be paid in additional new notes with a principal amount equal
to the amount of the accrued interest. On July 22, 2004, the
current expiration date of the exchange offer, the amount of
accrued interest on the 2003 notes and the 2006 notes will be
approximately $186 and $190, respectively, per $1,000 principal
amount of such existing notes.

The new notes will be guaranteed on a senior basis by each of the
Company's wholly-owned subsidiaries and will be secured by a
pledge of certain assets of the Company and the guarantors. The
new notes will bear interest initially at 10 1/2 percent per
annum, payable, at the option of the Company, in cash or in
additional new notes, provided that the Company must pay at least
2 percent per annum in cash interest. If the Company elects to pay
a portion of the interest in additional new notes, the interest
rate will increase.

The new notes will mature on August 1, 2007, subject to the right
of the Company to extend the maturity until August 1, 2008, under
certain circumstances. The new notes are redeemable at any time at
the option of the Company, and the Company is required to redeem
or repurchase notes with the proceeds of certain assets sales or
other payments.

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

The primary purpose of the consent solicitation is to eliminate
substantially all of the restrictive covenants of the indenture
governing the 2006 notes. Holders who tender their 2006 notes in
the exchange offer will be deemed, as a condition to a valid
tender, to have given their consent to the proposed amendments to
the indenture governing the 2006 notes. Concurrent with the
exchange offer, the Company is also soliciting votes to accept a
pre-packaged plan of reorganization under chapter 11 of the United
States Bankruptcy Code or, at the Company's election, Mexican
bankruptcy law, which, if confirmed, would accomplish the
restructuring on substantially the same terms as the out-of-court
restructuring through the exchange offer. Grupo TMM only expects
to seek confirmation of the pre-packaged plan of reorganization if
the minimum tender condition to its exchange offer is not
satisfied or waived.

The exchange offer is conditioned upon, among other things,
receipt of valid tenders (including exchanges pursuant to the
voting agreements) representing at least 98 percent of the
outstanding principal amount of the 2003 notes and at least 95
percent of the outstanding principal amount of the 2006 notes.
Pursuant to the voting agreements, holders of approximately 71
percent of the 2003 notes and approximately 72 percent of the 2006
notes have agreed to exchange their existing notes for new notes
and to vote in favor of the pre-packaged plan of reorganization.
Accordingly, the Company believes that it should have sufficient
support from the holders of the existing notes to complete the
restructuring through the pre-packaged plan if the minimum tender
condition of the exchange offer is not met.

Miller Buckfire Lewis Ying & Co., LLC and Elek, Moreno-Valle y
Associados are acting as financial advisors to Grupo TMM in
connection with the exchange offer and the restructuring.

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


INSIGHT HEALTH: S&P Places Low-B Ratings on Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured debt ratings and its 'B-' subordinated
debt rating for InSight Health Services Corp. on CreditWatch with
negative implications. InSight, a company that provides diagnostic
imaging services, is the operating subsidiary of InSight Health
Services Holdings Corp.

The CreditWatch placement follows the holding company's S-1 filing
with the SEC for an initial public offering of up to $675 million
of income deposit securities, representing shares of its Class A
common stock and 15-year senior subordinated notes. In connection
with these offerings, the operating subsidiary, InSight Health
Services Corp., is expected to commence a tender offer for its
$250 million 9.875% senior subordinated notes due in 2011. The
company is also expected to use proceeds from the IDS securities
and a new bank facility to refinance existing bank debt and to
fund a payment to its financial sponsors. As of May 31, 2004,
InSight's bank debt totaled $275 million.

Standard & Poor's believes that the IDS structure, in general,
exhibits an extremely aggressive financial policy.

"In issuing these securities, InSight will have significantly
reduced its financial flexibility given the anticipated high
demands on cash in the form of dividend and interest payments that
would together pay investors a committed yield," said Standard &
Poor's credit analyst Jill Unferth. "As a result, the structure
will limit the company's ability to withstand operating pressures
that currently affect the highly competitive diagnostic imaging
industry."

The IDS structure would also limit InSight's flexibility to
develop or acquire new imaging centers, which is central to the
company's growth strategy, and to invest capital to maintain its
existing centers and keep its equipment technology current. The
structure also would reduce the likelihood for future
deleveraging. Another, lesser, risk of the new structure is that
the subordinated debt portion of the securities may not be treated
as debt for U.S. federal income tax purposes. If all or a portion
of the subordinated notes are treated as equity rather than debt,
the interest on the subordinated notes will not be tax-deductible
by the company. This could make the IDS securities uneconomic and
expose InSight to refinancing risk.

InSight would be layering in this additional risk at a time when
Standard & Poor's is already concerned about the acquisitive and
debt-burdened company's exposure to heightened competition in the
industry, particularly in the mobile imaging segment, which
represented about 56% of its revenue as of March 31, 2004.

Standard & Poor's will meet with InSight's management and its
financial sponsors, J.W. Childs Associates and Halifax Group PLC,
to discuss the financial and business impact of the proposed
offering and will evaluate its effect on credit quality before
resolving the CreditWatch listing.

Lake Forest, California-based InSight provides diagnostic imaging
and information, treatment, and related management services
through a large network of fixed-site and mobile facilities,
located mainly in California, Arizona, New England, the Carolinas,
Florida, and the Mid-Atlantic states.


INTEGRATED ELECTRICAL: S&P Places BB/B+ Ratings on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and bank loan ratings and 'B+' subordinated debt rating on
Integrated Electrical Services Inc. on CreditWatch with negative
implications. At March 31, 2004, the Houston, Texas-based
electrical contracting services provider had about $254 million in
total debt outstanding.

"The CreditWatch listing reflects expectations of reduced
profitability in part due to underperforming operations and high
raw material costs, which IES has not been able to pass through to
the end-customer," said Standard & Poor's credit analyst Heather
Henyon. As such, it does not appear that the company will be able
to achieve Standard & Poor's expectations for leverage (3x-3.5x
total debt to EBITDA) or cash flow in fiscal 2004.

Standard & Poor's will meet with management to discuss the extent
of the underperformance at IES subsidiaries as well as the
company's plans for addressing these challenges. In addition,
Standard & Poor's will assess the impact of raw material price
fluctuations on backlog profitability and growth prospects for
commercial construction in the company's key geographic markets.


INTERSTATE 95: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Interstate 95 Distributors, Inc.
        1615 Wicomico Street
        Baltimore, Maryland 21230

Bankruptcy Case No.: 04-24513

Type of Business: The Debtor is a Food Product Distribution
                  Company.

Chapter 11 Petition Date: June 16, 2004

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsels: David M. Silbiger, Esq.
                   Mark R. Millstein, Esq.
                   Silbiger & Silbiger
                   110 East Lexington Street, Suite 100
                   Baltimore, MD 21202
                   Tel: 410-685-1616

Total Assets: $1,590,000

Total Debts:  $2,424,399

Debtor's 21 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
NARA Bank, N.A.               Business Debts            $545,911
16 West 32nd Street
New York, NY 10001-1493

Eby Brown, Inc.               Business Debts            $474,975
6610 Cabot Drive
Baltimore, MD 21226-3041

Eby Brown, Inc.               Business Debts            $359,275
6610 Cabot Drive
Baltimore, MD 21226-3041

NARA Bank, N.A.               Business Debts            $274,201
16 West 32nd Street
New York, NY 10001-5495

Internal Revenue Service      Withholding Tax           $150,000

District of Columbia          Unpaid Taxes              $117,860

Triple-C, Inc.                Business Debts            $110,888

Wicomico Operating Assoc.     Landlord / Tenant         $106,449
                              action

Cigarette Depot, Inc.         Business Debts             $70,000

Wicomico Operating Assoc.     Landlord / Tenant          $40,112
                              action

JJA Distributors, LLC         Business Debts             $38,512

Comptroller of Treasury       Withholding Tax            $30,000

Imperial Trading, Inc.        Business Debts             $29,755

Master Distributors, Inc.     Business Debts             $22,555

Aaron Industries              Business Debt              $14,811

Atlas Enterprises, Inc.       Business Debt              $13,400

United We Grow                Business Debts              $9,713

Miami Spice, Inc.             Business Debts              $8,294

P&H Tauber                    Business Debts              $3,072

Power Max Battery, Inc.       Business Debts              $2,600

Imperial Dax Co., Inc.        Unsecured claims            $2,016


J.P. MORGAN: Fitch Affirms $51.7M 1997-C5 Class F Rating at BB
--------------------------------------------------------------
Fitch Ratings affirms J.P. Morgan Commercial Mortgage Finance
Corp.'s mortgage pass-through certificates, series 1997-C5, as
follows:

               --$48.3 million class A-2 'AAA';
               --$298.9 million class A-3 'AAA';
               --Interest-only class X 'AAA';
               --$51.7 million class B 'AAA';
               --$56.9 million class C 'AAA';
               --$51.7 million class F 'BB'.

Fitch does not rate the $56.9 million class D, $15.5 million class
E, $36.2 million class G, $5.2 million class H or the $337,539
class NR certificates.

The affirmations reflect the current pool performance and credit
enhancement levels from loan payoffs and amortization. As of the
May 2004 distribution date, the pool's aggregate certificate
balance has been reduced by 39% to $621.4 million from $1.03
billion at issuance. The pool is well diversified by loan balance
and geographic locations.

Eleven loans (4.4%) are being specially serviced, including nine
delinquent loans (3.6%), two 60 days delinquent loans (0.7%), and
seven 90 days delinquent loans (2.9%). Losses are expected on
these loans. Losses realized to-date total $20.3 million, or 2% of
the original pool balance.

The largest specially serviced loan (1.07%) is secured by a hotel
in Lincolnshire, IL. The loan is 90 days delinquent and the
special servicer is evaluating workout options. The second
specially serviced loan (0.53%) is secured by a retail property in
Covington, VA. The property is 75% occupied. The third-party
reports have been ordered and the servicer is evaluating workout
options.


KITCHEN ETC: First Creditors' Meeting Slated for July 13, 2004
--------------------------------------------------------------
The United States Trustee will convene a meeting of Kitchen Etc.
Inc.'s creditors at 10:00 a.m., on July 13, 2004 in Room 2112 at
J. Caleb Boggs Federal Building, 2nd Floor, 844 King Street,
Wilmington, Delaware.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- is a leading multi-channel retailer
of household cooking and dining products. The Company filed for
chapter 11 protection on June 8, 2004 (Bankr. Del. Case No. 04-
11701).  Bradford J. Sandler, Esq., at Adelman Lavine Gold and
Levin, PC represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $32,276,000 in total assets and $33,268,000 in total debts.


LAS VEGAS SANDS: S&P Raises Corporate Credit Rating to B+
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Las Vegas Sands Inc. and on its subsidiary, Venetian
Casino Resort LLC, to 'B+' from 'B'. LVSI and VCR are jointly
referred as 'The Venetian'.

At the same time, the rating on the company's $850 million
11% mortgage notes due 2010 was raised to 'B' from 'B-'. These
ratings were removed from CreditWatch where they were placed on
April 13, 2004. The 'B+' rating on the company's existing bank
loan remains on CreditWatch with positive implications. Standard &
Poor's anticipates that the bank loan may be refinanced as a means
of funding a portion of the company's upcoming capital spending
initiatives and will resolve the CreditWatch status on this
facility once this is clear. The outlook is stable. Total
consolidated debt outstanding at March 31, 2004, was approximately
$1.4 billion.

"The upgrade reflects the good operating results at the Venetian
over the past several quarters partially related to the June 2003
opening of the successful Venezia tower, and the expectation that
this trend will continue during the intermediate term given the
positive momentum in Las Vegas," said Standard & Poor's credit
analyst Michael Scerbo. "The higher ratings also reflect the
company's enhanced liquidity position following the sale of its
Grand Canal Shoppes mall for $766 million and the expectation that
the Phase II expansion will be funded in a manner consistent with
the new ratings. In addition, the recent opening of LVSI's Sands
Macau casino somewhat decreases the consolidated company's cash
flow dependence on Las Vegas, even though it is not part of the
restricted group."

During the three months ended March 31, 2004, the company's
consolidated EBITDA soared more than 65% compared to the prior-
year period, to $98.8 million. The significantly improved
performance was the result of a greater casino revenues, higher
hotel room average daily rate, and management's ongoing efforts to
control costs. In addition, the property continues to benefit from
the mid-2003 opening of its new hotel tower and additional meeting
space.


LB COMMERCIAL: Fitch Maintains Junk Rating on $17.3M Class L Notes
------------------------------------------------------------------
LB Commercial Mortgage Trust's commercial mortgage pass-through
certificates, series 1998-C1, are upgraded by Fitch Ratings as
follows:

          --$86.4 million class B to 'AAA' from 'AA';
          --$86.4 million class C to 'AAA' from 'A';
          --$90.7 million class D to 'A+' to 'BBB';
          --$34.6 million class E to 'A-' from 'BBB-';
          --$51.8 million class F to 'BBB' from 'BB+';
          --$34.6 million class G to 'BB+' from 'BB';
          --$17.3 million class H to 'BB' from 'BB-'.

Additionally, the following classes are affirmed by Fitch:

          --$262.1 million class A-2 'AAA';
          --$642.3 million class A-3 'AAA';
          --Interest only class IO 'AAA';
          --$43.2 million class J 'B';
          --$17.3 million class K 'B-';
          --$17.3 million class L remains at 'CCC'.

Fitch does not rate the $12.3 million class M certificates.
The upgrades reflect the increased credit enhancement levels from
payoffs and amortization. As of the May 2004 distribution date,
the collateral balance had been reduced by 19% to $1.40 billion
from $1.73 billion at issuance. The deal benefits from being
diverse both geographically and by loan size with the five largest
loans constituting only 9% of the pool.

Realized losses to date total $17.8 million, or 1.28% of the
original principal balance. There are seven loans, representing 3%
of the deal, in special servicing. The largest of these loans,
Tilghman Square (1.1%), is secured by a 233,592 square foot retail
center located in Whitehall, PA. The current occupancy at the
property is 83%. The loan is currently 90 days delinquent. The
servicer is evaluating workout options. The next loan, Food For
Less Supermarket (0.29%), is secured by a vacant single tenant
retail property in Hempfield, PA. The loan recently became REO and
the property is being marketed for sale. Losses are expected on
several of the specially serviced loans.


LONGBOW MINING: McKennon Wilson Replaces Moore Stephens as Auditor
------------------------------------------------------------------
On May 7, 2004, the Board of Directors of Longbow Mining
Corporation approved a change in auditors. The Board of Directors
approved the dismissal of Moore Stephens Ellis Foster Ltd. as
Longbow's independent public accountants and the selection of
McKennon, Wilson & Morgan, LLP as their replacement.

Moore Stephens Ellis Foster's reports on the consolidated
financial statements of Longbow Mining Corp. and its subsidiaries
for the two most recent fiscal years ended December 31, 2003 and
2002 were modified as to uncertainty and contained a disclosure
stating that the financial statements were prepared based on the
assumption that Longbow Mining Corp. would continue as a going
concern.


MAGNITUDE INFORMATION: Needs More Capital to Continue Operations
----------------------------------------------------------------
Magnitude Information Systems Inc.'s primary product is an
integrated suite of proprietary software modules marketed under
the name ErgoManager(TM) which are designed to help individual
computer users and businesses increase productivity and reduce the
risk of potentially preventable repetitive stress injury (RSI).
These software modules can be applied individually or together in
a comprehensive ergonomic and early intervention program that
seeks to modify a user's behavior by monitoring computer usage
patterns over time and warning the user when to break a dangerous
trend in repetitive usage of an input device, such as a keyboard
or mouse. The product was developed to train people working on
computers, monitor computer-use related activities and evaluate a
user's risk exposure and propensity towards injury or loss of
effectiveness in connection with his/her day-to-day work.
Moreover, the software enables a company to not only address the
issue of health risks involving employees and to minimize
resulting potential liabilities, but delivers a powerful tool to
increase overall productivity.

The ability of the Company to continue its operations is dependent
on increasing sales and obtaining additional capital and
financing. In their report for the fiscal year ended December 31,
2003, the Company's auditors had expressed an opinion that, as a
result of the losses incurred, there was substantial doubt
regarding Magnitude's ability to continue as a going concern.
During the last two years and the first quarter in 2004 the
Company has relied on the private placement of its common and
preferred stock to fund its operations. Management's plans are to
continue seeking additional working capital through equity and
debt placements with private and institutional investors.

The Company's liquidity showed a relative improvement during the
quarter, as a result of the successful conclusion of a round of
private equity placements. The Company obtained approximately
$880,000 cash from such transactions.

At March 31, 2004, the deficit in working capital amounted to
$619,182, compared to $968,183 at December 31, 2003. Stockholders'
equity showed a surplus of $19,971 at the end of the quarter,
compared to an impairment of $377,851 at the beginning of the
year. The negative cash flow from operations totaled approximately
$592,000 and was financed by new equity which was obtained through
the placement of convertible preferred stock with accredited
private investors. In February 2004, the Company had filed a new
registration statement on Form SB-2 and an amendment to a
previously filed registration statement on Form SB-2, both of
which covered common shares directly issued as well as common
shares underlying the previously issued convertible preferred
stock and warrants, in connection with these and prior financing
transactions.  These filings are currently under review by the
Securities and Exchange Commission.

At mid-May, the Company had no bank debt. At March 31, 2004 its
short-term liabilities, aside from trade payables and accruals,
included certain notes aggregating $233,419 of which $99,890 was
owed to the chairman and chief executive officer of the Company in
form of a demand note. Also included are 416,948 in accrued
dividends, most of which are on outstanding series A, C, and D
preferred stock, which in view of the absence of surplus funds,
management does not plan to liquidate in the immediate future.

Current cash reserves and net cash flow from operations expected
during the near future are inadequate when measured against
present and anticipated future needs. In order to remedy the
resulting liquidity constraints and address any "going-concern"
issues, management is continuing negotiations with several
financing sources with the goal of obtaining commitments for
further investments in form of debt or equity capital, to be
funded during the upcoming quarter. There can be no assurance,
however, that these negotiations will lead to the desired outcome.


MCWATTERS MINING: Creditors Approve Proposals under BIA
-------------------------------------------------------
McWatters Mining announces that the Proposals to the Creditors of
Sigma-Lamaque Partnership and McWatters Mining made to the
respective creditors under the Bankruptcy and Insolvency Act were
accepted overwhelmingly by the aforementioned creditors at general
meetings held for this purpose on June 22, 2004 in Val-d'Or.

For each category of creditors, the approval of a majority in
number of the creditors and two thirds in value of the claims of
the creditors represented at the meeting were required.

The Proposals must now be ratified by the Superior Court of
Quebec at a hearing scheduled to occur on July 9, 2004.

McWatters is a Canadian gold producer, with reserves of
1.7 million ounces of gold and total resources of 6.8 million
ounces of gold. McWatters is also involved in developing an
extensive portfolio of exploration properties.


MEDICAL MAKEOVER: Former Auditors Air Going Concern Uncertainty
---------------------------------------------------------------
On May 11, 2004 Medical Makeover Corporation of America notified
Baum & Company, P.A. that they were being dismissed as the
Company's independent auditors.  The stated reason was that the
Company was re-engaging a former independent auditor of the
Company.

Kaufman, Rossin, & Co. audited the balance sheet as of December
31, 1999, and the related  statements of operations, stockholders'
equity and cash flows for the period from inception (March 29,
1999) through December 31, 1999.

Kaufman, Rossin, & Co. audited the balance sheet as of December
31, 2000, and the related  statements of  operations,  deficiency
in assets and cash flows for the year then ended, the period from
inception (March 29, 1999) through December 31, 1999 and for the
period from inception (March 29, 1999) through December 31, 2000.

Kaufman, Rossin, & Co. audited the balance sheet as of December
31, 2001, and the related  statements of operations, deficiency in
assets and cash flows for the years ended December 31, 2001,
December 31, 2000, and for the period from inception (March 29,
1999) through December 31, 2001.

Durland & Company, CPAs, P.A. audited the balance sheet, and the
related statements of  operations, stockholders' equity and cash
flows for the period from March 29, 1999 (Inception) through
December 31, 2002.

Baum & Company, P.A. audited the balance sheet as of December 31,
2003, and the related  statements of operations, stockholders'
equity and cash flows for the period from March 29, 1999
(Inception) through December 31, 2003.

All of the former accountants' reports for the last two fiscal
years contained uncertainties  as to the ability of the Company to
continue as a going concern.

On May 11, 2004, the Company's Board of Directors approved the
engagement the firm of Kaufman, Rossin, & Co. located at 2699
South Bayshore Drive, Miami, FL 33133, as the Company's
independent auditors.  Such appointment was accepted by Patrick F.
Gannon of the firm.


MERISANT WORLDWIDE: Extends 12 1/4% Senior Debt Offer to July 1
---------------------------------------------------------------
Merisant Worldwide, Inc. (formerly known as Tabletop Holdings,
Inc.) announced that it has extended the Expiration Date for its
previously announced tender offer for its 12 1/4% Senior
Subordinated Discount Notes due 2014 (CUSIP Nos. 87336NAA9 and
U81965AA0). The Expiration Date for the tender offer has been
extended from 5:00 p.m., New York City time, on June 22, 2004 to
5:00 p.m., New York City time, on July 1, 2004, unless further
extended.

Holders that validly tendered their Notes and validly delivered a
consent prior to 5:00 p.m., New York City time, on June 9, 2004
will be entitled to receive the Total Consideration calculated as
set forth below. Holders who validly tender their Notes after the
Consent Date but prior to 5:00 p.m., New York City time, on the
Expiration Date, will be entitled to receive the Tender Offer
Consideration, which will equal the Total Consideration minus the
consent payment of $20.00 per $1,000 principal amount at maturity
of the Notes.

The Total Consideration for each $1,000 principal amount at
maturity of Notes validly tendered and accepted for payment
pursuant to the tender offer and consents validly delivered prior
to the Consent Date pursuant to the consent solicitation is equal
to the product of (x) the accreted value of the Notes on the date
(the "Specified Date") that is 30 days immediately following the
payment date and (y) 129%. The accreted value of the Notes is
equal to the sum of (A) $585.64 (the accreted value for the semi-
annual accrual date immediately preceding such Specified Date) and
(B) an amount equal to the product of (x) $35.87 ($621.51, the
accreted value for the immediately following semi-annual accrual
date, less $585.64), multiplied by (y) a fraction, the numerator
of which is the number of days from May 15, 2004 (the immediately
preceding semi-annual accrual date) to the Specified Date, using a
360-day year of twelve 30-day months, and the denominator of which
is 180. Assuming the payment date is July 2, 2004, the Total
Consideration would be equal to $775.27 for each $1,000 principal
amount at maturity of Notes.

As of the Consent Date, 100%, or $136,040,000 aggregate principal
amount at maturity, of the Notes outstanding had been validly
tendered and not withdrawn with respect to the tender offer.
Accordingly, Merisant Worldwide has received the requisite
consents in order to effect the proposed amendments to the
indenture governing the Notes, as provided in the Offer to
Purchase and Consent Solicitation Statement dated May 20, 2004.
These consents may not be revoked unless the tender offer and
consent solicitation is terminated without any Notes being
purchased. The amendments to the indenture, which will not become
operative unless and until the Notes are accepted for purchase by
Merisant Worldwide, will eliminate substantially all of the
restrictive covenants and certain events of default and related
provisions contained in the indenture.

Except as otherwise described above, all terms and conditions of
the tender offer and consent solicitation, as previously amended,
are unchanged.

Credit Suisse First Boston LLC is the dealer manager for the
tender offer and the solicitation agent for the consent
solicitation. MacKenzie Partners, Inc. is the information agent
and Wells Fargo Bank, National Association is the depositary in
connection with the tender offer and consent solicitation. The
tender offer and consent solicitation are being made pursuant to
the Offer to Purchase and Consent Solicitation Statement, dated
May 20, 2004, and the related Consent and Letter of Transmittal,
which together set forth the complete terms of the tender offer
and consent solicitation, as the same have been amended as
announced on June 3, 2004 and today. Copies of the Offer to
Purchase and Consent Solicitation Statement and related documents
may be obtained from MacKenzie Partners, Inc. at 212-929-5500.
Additional information concerning the terms of the tender offer
and the consent solicitation may be obtained by contacting CSFB at
1-800-820-1653.


MIRANT CORP: Haverstraw Ask For Protective Order On Depositions
---------------------------------------------------------------
To recall, the United States District Court for the Northern
District of Texas held that both Mirant Corporation, et al., and
the Towns of Stony Point, Haverstraw and the Haverstraw-Stony
Point Central School District should put every effort into
bringing to trial the 13 tax certiorari proceedings currently
pending between the parties in the Supreme Court of the State of
New York prior to August 1, 2004.  Those trials are now set for
July 2004.

Notwithstanding the Debtors' consistent representations that
there were "issues" about the New York State Court's ability to
move forward with prompt trials, the Honorable Thomas A.
Dickerson has set firm deadlines in the New York Supreme Court
for the exchange of expert appraisals, the filing of pre-trial
memoranda and more than two weeks of trial.  Expert appraisals
will be exchanged for all nine Town of Haverstraw tax proceedings
on June 21, pretrial memoranda will be served and filed July 2,
and more than two weeks of joint trial have been ordered to start
July 6, 2004.  The Scheduling Order for the Town of Stony Point
provides for an appraisal exchange date of June 28, submission of
pretrial memoranda on July 13, and trial to commence July 27.

The New York State Court has advised that the July 28, 29, and 30
dates set aside for the Haverstraw matter can be devoted to the
Stony Point proceedings, should the parties so desire.  Judge
Dickerson's chambers has also advised that, with the exception of
two weeks at the end of August, when he is not available, Judge
Dickerson will continue to assign available trial dates as needed
to move the Haverstraw and Stony Point trials to completion as
soon as possible.

Nevertheless, the Debtors continue to seek discovery on matters
that, under New York law and the Federal Rules of Civil
Procedure, are irrelevant unnecessary distractions from the
matters to be tried in July.

                     The Deposition Notices

On May 14, 2004, the Debtors issued five deposition notices:

   1. A deposition of the Town of Haverstraw, New York pursuant
      to Rule 30(b) of the Federal Rules of Civil Procedure on:

      * The real property tax assessments for the Debtors' real
        property located in Haverstraw, including but not limited
        to the Bowline Electric Generating Station, for the years
        1995 to present;

      * The Board of Assessment Review process concerning the
        Debtors' real property located in Haverstraw, including
        but not limited to the Bowline Plant, for the years 1995
        to present;

      * All documents and communications by and between any
        officers, officials, agents, or employees of these
        entities:

        -- Haverstraw (including the Assessor's Office and the
           Board of Assessment Review);

        -- the County of Rockland;

        -- the New York State Legislature;

        -- the New York State Governor's Office; and

        -- the United States government; and

      * Haverstraw's budget for the years 1995 through the
        present;

   2. A deposition of the Town of Stony Point, New York on:

      * The real property tax assessments for the Debtors' real
        property located in Stony Point, including but not
        limited to the Lovett Electric Generating Station, for
        the years 1995 to present;

      * The Board of Assessment Review process concerning the
        Debtors' real property located in Stony Point, including
        but not limited to the Lovett Plant, for the years 1995
        to present;

      * All documents and communications by and between any
        officers, officials, agents, or employees of these
        entities:

        -- Stony Point (including the Assessor's Office and the
           Board of Assessment Review);

        -- the County of Rockland;

        -- the New York State Legislature;

        -- the New York State Governor's Office; and

        -- the United States government; and

      * Stony Point's budget for the years 1995 through the
        present;

   3. Deposition of David Adams, the Haverstraw Assessor;

   4. Deposition of Franklin Stein, the former Haverstraw
      Assessor; and

   5. Deposition of John O'Shaughnessy, the Stony Point Assessor.

John E. Mitchell, Esq., at Vinson & Elkins, LLP, in Dallas,
Texas, notes that some of the deposition areas noticed, like
communications between the Assessors and other government
officials, had already been discussed with the Bankruptcy Court
in the January 28, 2004 hearing in connection with the Debtors'
efforts to obtain similar information by way of document
production.  At that hearing, the Debtors' counsel, Christopher
Shore, stated that if the Towns "wanted to discuss holding back
on certain discovery while the cases go to trial in New York
State Court, [he] would be perfectly amenable to that," and Mr.
Shore then went on to explain how that discovery could be
pertinent to the record the Debtors wished to make on the
jurisdictional issue.

As the Deposition Notices at issue seek testimony on areas that
the Debtors appear to consider pertinent to jurisdiction, and
because the Debtors' counsel had represented a willingness to
delay the discovery until after the New York trials, the Towns
initiated a conference call with the Debtors' counsel to try to
identify:

   (a) which areas are relevant to the tax certiorari issues now
       set for trial, and

   (b) which areas could, as the Debtors' counsel had suggested,
       be deferred until after the New York trials.

Although the Debtors' counsel, Kathleen Pakenham, Esq., initially
agreed to outline the additional areas of examination intended so
that their relevance would be apparent, Ms. Pakenham left a voice
mail the next day advising that she would not do so, because the
"obvious" areas of deposition would be "the valuation function
that the assessors performed."

Notwithstanding that about-face, and the clear and abundant
authority which holds that how the assessors reach a valuation is
not relevant to a tax certiorari proceeding, Mr. Mitchell relates
that the Towns initiated another conference call to try to
identify any relevant areas for examination and to work out a way
to address them quickly.  In addition, in a good faith effort to
fully explain the Towns' concerns and issues, on May 26, 2004,
the Towns sent the Debtors an extremely detailed letter outlining
their positions, with legal authority included, setting forth a
detailed proposal for moving quickly through the relevant issues
now and reserving the rest.  In the May 26 Letter, the Towns also
invited the Debtors to provide legal citations to any authorities
they believed the Towns' counsel may have overlooked.

Unfortunately, on May 28, 2004, the Debtors' only response was a
two-sentence letter from Ms. Pakenham acknowledging the May 26
Letter and reminding the Towns of a status conference on June 16,
2004.  No substantive reply of any type was made and, in fact, it
was unclear what the Debtors' intentions were regarding the
Depositions.  That same day, the Towns responded, in writing,
requesting further clarification of the Debtors' intentions and
again reminding the Debtors that the Towns were open to having
substantive discussions with them.

With the noticed Depositions fast approaching, on the afternoon
of May 28, 2004, Mr. Mitchell participated in a telephone
conference with Timothy Mulvey of White & Case to discuss the
possibility of short-term continuances of the Depositions pending
further good faith discussions of the issues between the parties.
Unfortunately, Mr. Mulvey represented that the Debtors were
unwilling to continue the Depositions for any length of time --
other than to accommodate schedules -- and were equally unwilling
to discuss limiting the scope of the Depositions or otherwise
have any further discussions in an attempt to resolve the issues
between the parties.

Left with no choice, the Towns reluctantly, but necessarily, ask
the Court to issue a protective order that:

   (i) directs that the Depositions as to matters irrelevant to
       the July tax certiorari trials in New York should not be
       had at this time; and

  (ii) directs the parties to advise the Court of the status of
       the New York trials at the status conference scheduled
       for August 11, 2004, at which time any discovery not
       mooted by the commencement and progress of the New York
       trials can be addressed and, if necessary, scheduled.

Mr. Mitchell contends that the Towns' request should be granted
because:

   (a) the Debtors do not now need the deposition testimony they
       seek since it is irrelevant to the tax certiorari
       proceedings set for trial in New York or is otherwise
       unnecessary;

   (b) any discovery regarding the jurisdiction of the Court
       can be granted later, on an expedited basis, if needed;
       and

   (c) the Debtors' document production request is overbroad and
       unduly burdensome.

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


MORGAN STANLEY: Fitch Affirms $13.6M 1996-C1 Class F Rating at B
----------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital Inc.'s commercial
mortgage pass-through certificates, series 1996-C1, as follows:

          --$5.1 million class D-2 to 'AAA' from 'AA';
          --$18.7 million class E to 'BBB+' from 'BBB'.

The following classes are affirmed:

          --$31.8 million class A 'AAA';
          --Interest-only class X 'AAA';
          --$20.4 million class B 'AAA';
          --$18.7 million class C 'AAA';
          --$17 million class D-1 'AAA';
          --$13.6 million class F 'B'.

Fitch does not rate the $5.5 million class G certificates.
The rating upgrades reflect the increased credit enhancement
levels from loan payoffs and amortization. As of the June 2004
distribution date, the pool's certificate balance has paid down
61%, to $130.9 million from $340.5 million at issuance.

Currently, two loans (5.7%) are in special servicing and
delinquent. The larger loan (3.1%) is secured by a 383-pad
manufactured housing community located in Stillwater, NY. The loan
is in foreclosure and the special servicer is pursuing a note
sale. The second loan (2.6%) is secured by a multifamily property
in Kokomo, IN. The property is 77% occupied. The loan is 90 days
delinquent, and the special servicer is pursuing foreclosure.
Losses are expected on both loans.


NATIONAL CENTURY: Unencumbered Assets Trust Wants Rule 2004 Exams
-----------------------------------------------------------------
The Plan contemplates that, post-confirmation, the Unencumbered
Assets Trust will be the successor-in-interest to certain rights
and assets of the National Century Financial Enterprises, Inc.
Debtors, including the potential causes of action being sought to
be investigated.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Trust seeks the Court's authority to obtain
documents from 14 entities:

   (1) Brown Brothers Harriman,
   (2) California Bank & Trust,
   (3) Cede & Co.,
   (4) Depository Trust Company,
   (5) Donaldson, Lufkin & Jenrette Securities Corp.,
   (6) First Interstate,
   (7) GE Capital,
   (8) Huntington National Bank
   (9) Mellon Bank,
  (10) PNC Merchant Services,
  (11) PaineWebber,
  (12) Summit Bank,
  (13) Suntrust, and
  (14) Wells Fargo

The documents that the Trust seeks to obtain concerns:

   -- the Debtors' properties, assets, liabilities and financial
      condition;

   -- matters that may affect the continued administration of the
      Debtors' estate; and

   -- the identification and prosecution of certain potential
      claims against third parties by a representative of the
      Debtors' estates.

The Trust also wants to take the deposition of Kathy Wilson, a
witness who has knowledge of the subject matters.  Ms. Wilson is
an employee of Home Medical of America and Homecare
Concepts of America, which were entities both owned by the
Debtors' Founders and funded by the Debtors' healthcare
receivable program.

Given the number of parties from whom the Trust is seeking
materials, the information sought and the short time remaining
for the Trust to assert its claims, the Trust has concluded that
it would not be productive or efficient to engage in a party-by-
party effort to obtain materials informally.  Thus, the Trust has
not contacted the parties in advance and instead, determined to
use Rule 2004 to collect relevant information.

Sydney Ballesteros, Esq., at Gibbs & Bruns, in Houston, Texas,
relates that the requested discovery is essential for the Trust
to discharge properly its duties to the creditors it represents.
The request is necessary and appropriate and wholly consistent
with the Debtors' previous requests approved by the Court.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEW WEATHERVANE: US Trustee Names 5-Member Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 3 appointed 5 creditors to
serve on an Official Committee of Unsecured Creditors in New
Weathervane Retail Corp.'s Chapter 11 cases:

      1. Fashion Links International, Ltd.
         Attn: Kimberly Rencurrel
         76 La Salle Road,
         West Hartford, Connecticut 06107
         Phone: 860-233-1330
         Fax: 860-233-5482
         Cell: 860-805-3300;

      2. CRS Retail Systems
         Attn: Anthony Moccio
         15 Governor Drive
         Newburgh, New York 12550
         Phone: 845-926-4430
         Fax: 845-567-1244;

      3. Chain Link Graphix, LLC
         Attn: Betsy A. Oxendine
         8575D Sudley Road, Manassas, Virginia 20110
         Phone: 703-330-5314, Fax: 703-330-5315;

      4. Attn: Joanna McQuaid
         24 Terra Nova Circle
         Westport, Connecticut 06880
         Phone: 203-227-9543
         Cell: 646-338-5997; and

      5. Simon Property Group
         Attn: Ronald M. Tucker
         115 W. Washington Street
         Indianapolis, Indiana 46204
         Phone: 317-263-2346
         Fax: 317-263-7901.

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

Headquartered in New Britain, Connecticut, New Weathervane Retail
Corporation -- http://www.wvane.com/-- is a Women's specialty
retailer.  The Company filed for chapter 11 protection on June 3,
2004 (Bankr. Del. Case No. 04-11649).  William R. Firth, III,
Esq., at Pepper Hamilton LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $28,710,000 in total assets and
$24,576,000 in total debts.


NORTEL NETWORKS: S&P Keeps Low-B Ratings On CreditWatch Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its long-term
corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. remain on CreditWatch with
developing implications, where they were placed April 28, 2004.

As previously reported Standard & Poor's lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'.

Brampton, Ontario-based Nortel Networks is undergoing an
independent review of its financial results reported in each of
its quarters of 2003 and for earlier periods including 2002 and
2001. The company has not been in a position to file its Form 10K
for 2003 and has recently announced that it will not be in a
position to file the relevant financial statements in
second-quarter 2004. Relating to this, the CEO and CFO were
terminated for cause, and four senior finance executives were
placed on paid leave pending further progress of the review; the
company is also undergoing investigations by the SEC and Ontario
Securities Commission, and is the subject of a criminal
investigation in the U.S.

"The CreditWatch status reflects the near-term uncertainty
associated with Nortel Networks' noncompliance with the
requirements under its public indentures," said Standard & Poor's
credit analyst Mark Mettrick. As a result of the previously
announced delayed filing of its 2003 Form 10-K beyond March 30,
2004, Nortel Networks is not in compliance with obligations under
indentures representing its US$3.6 billion in public debt. Notice
of noncompliance has not been provided by holders of its
securities as a result of that delayed filing, although holders
have had the right to do so since March 30, 2004. If holders of at
least 25% of the amount outstanding of any debt securities were to
provide such notice of noncompliance to Nortel Networks, and if
the company were then to fail to file the 10-K within a further 90
days (the 90-day cure period), the holders would have the right to
accelerate the maturity of the relevant security. The ongoing
review means the filing of the 2003 Form 10-K and first-quarter
2004 financial reports will continue to be delayed.

Nortel Networks also has a performance-related support facility
provided by Export Development Canada for which the company has
received temporary waivers for noncompliance for reasons similar
to those above. The current waiver extends through to Aug. 30, or
on written notice from EDC, through the end of July. As of May 28,
2004, US$328 million of the US$750 million facility was
outstanding.

Standard & Poor's will closely monitor ongoing developments at
Nortel Networks. Should material amounts of debt be accelerated,
or should the accounting review identify material operational
issues, ratings could be lowered. Favorable resolution of
outstanding issues, including operating and earnings performance
consistent with earlier expectations remain possible, and could
result in an upgrade.


NORTEL NETWORKS: Postpones Annual Shareholders' Meeting
-------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) announced that its
application to the Ontario Superior Court of Justice for an order
extending the time for calling the Company's 2004 Annual
Shareholders' Meeting past the statutory deadline of June 30, 2004
was heard on June 23, 2004.

The postponement was sought because until such time as the 2003
audited financial statements of the Company are complete, the
Company is unable to satisfy the Canadian law requirement that the
financial statements be placed before the shareholders at the
Annual Shareholders' Meeting.

The Court granted an order extending the time for calling the
Company's 2004 Annual Shareholders' Meeting to a date not later
than December 31, 2004 or such later date as the Court may further
permit. The Company intends to hold its 2004 Annual Shareholders'
Meeting as soon as practicable after its 2003 audited financial
statements are completed and available for mailing to
shareholders.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges information.
The Company is supplying its service provider and enterprise
customers with communications technology and infrastructure to
enable value-added IP data, voice and multimedia services spanning
Wireless Networks, Wireline Networks, Enterprise Networks, and
Optical Networks. As a global company, Nortel Networks does
business in more than 150 countries. More information about Nortel
Networks can be found on the Web at http://www.nortelnetworks.com/


OMI CORPORATION: Commences 12 Million Share Equity Offering
-----------------------------------------------------------
OMI Corporation (NYSE:OMM), announced that it is making a public
offering of 12,000,000 shares of its common stock. The shares of
common stock will be offered pursuant to OMI's effective shelf
registration statement. Goldman, Sachs & Co. will act as sole
bookrunning lead manager and Dahlman, Rose, Weiss, LLC will act as
a co-manager. OMI expects to grant the underwriters an option to
purchase an additional 1,800,000 shares of its common stock based
on the same terms; this option would be exercisable within 30
days.

The proceeds of this offering will be used to partially fund a
purchase of vessels from Athenian Sea Carriers Ltd. If for some
reason the purchase is not consummated, OMI will use the proceeds
for general corporate purposes.

The offering will be made only by means of a prospectus. A
prospectus related to the offering will be filed with the
Securities and Exchange Commission. When available, copies of the
prospectus relating to the offering may be obtained from the
offices of Goldman, Sachs & Co., 85 Broad Street, New York, New
York 10004.

OMI is a major international owner and operator of crude oil
tankers and product carriers. Its fleet currently comprises 36
vessels, primarily Suezmaxes and product carriers, aggregating 3.0
million deadweight tons. The Company currently has 23 of its
vessels on time charter. OMI currently has on order five 37,000
and one 47,000 dwt ice class 1A product carriers. Two vessels are
scheduled to be delivered in 2004, three in 2005 and the last in
2006.

                     *   *   *

As reported in the Troubled Company Reporter's June 11, 2004
edition, Standard & Poor's Ratings Services it affirmed its 'BB'
corporate credit and its other ratings on OMI Corporation and
removed all the ratings from CreditWatch, where they were placed
on May 28, 2004. The removal from CreditWatch followed OMI's
announcement that it had withdrawn its offer to acquire unrated
Stelmar Shipping Ltd. The outlook is stable. Stamford,
Connecticut-based OMI has $613 million in lease-adjusted debt.

"The improved tanker market, even if it weakens somewhat, should
enable the company to maintain its credit profile," said Standard
& Poor's credit analyst Kenneth Farer. "However, ratings upside
potential is limited because of the ongoing fleet renewal program
and participation in the competitive and cyclical tanker market."


ORION TELECOMMS: Committee Turns to TRG for Financial Advice
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its nod of approval to the Official Unsecured Creditors
Committee for Orion Telecommunications Corp.'s chapter 11 cases to
employ The Recovery Group as its financial advisor.

Stephen Gray, Managing Director of Recovery Group reports that the
firm is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code.

The Committee expects the Recovery Group to:

   a. assist the Committee in its analysis of the proposed DIP
      facility, including exploration of alternative financing
      sources, as requested by the Committee;

   b. provide analysis of the Debtor's pre- and postpetition
      operations, financial information and financial
      projections;

   c. provide analysis of the Debtor's pre- and post-petition
      financial affairs and relationships;

   d. assist the Committee and/or its Counsel in any litigation
      arising out of the Chapter 11 case, including testimony,
      if necessary;

   e. assist to the Committee in its review of the financial
      aspects and valuation issues of a plan of reorganization
      to be proposed by the Debtor or other parties, potential
      asset sales or liquidation; and

   f. perform any other services that the Committee may deem
      necessary for its financial advisor to the Committee or
      that may be requested the Committee.

The firm's hourly billing rate range from:

         Designation           Billing Rate
         -----------           ------------
         Principal             $425 to $475 per hour
         Managing Director     $350 to $425 per hour
         Director              $310 to $350 per hour
         Consultant            $175 to $310 per hour

Headquartered in New York, New York, Orion Telecommunications
Corp. -- http://www.oriontelecommunications.com/-- is a market-
leading manufacturer and distributor of telecommunication
services.  The company filed for chapter 11 protection on April 1,
2004 (Bankr. S.D.N.Y. Case No. 04-12203).
Frank A. Oswald, Esq., at Togut, Segal & Segal LLP represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $16,347,957 in total
assets and $97,588,754 in total debts.


PARMALAT GROUP: U.S. Debtors Tap Harry Davis As Auctioneer
----------------------------------------------------------
The Parmalat U.S. Debtors seek the Court's permission to employ
Harry Davis & Company as exclusive agent and auctioneer in
connection with the sale of certain personal property owned by the
Debtors.

                        The Surplus Assets

The U.S. Debtors own certain miscellaneous equipment that is no
longer used in their business.  The Debtors and their
professionals believe that the Surplus Assets are not required
for a reorganization of the Debtors' business.  In April 2004,
the Debtors sought and obtained the Court's consent to sell any
Surplus Assets pursuant to certain procedures, in any manner they
choose.

After reviewing their options, the Debtors and their
professionals determined that for many of the Surplus Assets, an
auction would likely yield the greatest value.  Accordingly, the
Debtors solicited and received proposals from several
auctioneers.  The Debtors determined that Harry Davis suits their
need.

                     Services to be Rendered

Harry Davis is the leading auctioneer of dairy and food
processing equipment in the United States, capturing 70% to 80%
of the market share.  With 49 years of experience in conducting
industrial equipment auctions throughout the United States, Harry
Davis conducted more sales of this type of equipment than any
other auctioneer in the United States.  Harry Davis has extensive
industry contacts in the dairy and food processing industry that
enables it to identify potential buyers for the types of
equipment the U.S. Debtors intend to sell.  Moreover, Harry
Davis, the most recognized appraiser and consultant to the dairy
and related beverage industries, is a license auctioneer in
numerous states and has been appointed auctioneer by various
United States Bankruptcy Courts, including the United States
Bankruptcy Court for the Northern District of Illinois.

Harry Davis will act as the exclusive agent and auctioneer on the
Debtors' behalf in conducting an auction sale campaign of Surplus
Assets at the Debtors' facilities in:

   * Spring City, Pennsylvania,
   * Long Valley, New Jersey, and
   * West Caldwell, New Jersey.

Harry Davis' sale of the Surplus Assets will be in accordance
with the Sale Procedures and governed by an Auction Campaign
Proposal agreement dated June 8, 2004, between Parmalat USA
Corporation and Harry Davis.  The U.S. Debtors anticipate that
the auction of Surplus Assets will take place at their facilities
about six to eight weeks after the Court approves the firm's
employment.  Harry Davis will supply all necessary auctioneers,
office personnel and sales supervisors.

Before the Sale, Harry Davis will conduct a national and
international marketing and advertising campaign to attract as
many prospective purchasers to the auction as possible.  The
Marketing Campaign will utilize direct mail, the Internet, trade
journals, regional newspapers, and an international fax network
to distribute advance notice of the auction.  In addition, Harry
Davis will produce a full color direct mail brochure to be sent
to over 10,000 potential auction sale attendees.  The brochure
will contain detailed description and color photographs of the
equipment to be sold.  The contents of the direct mail brochure
as well as the final auction catalog will be available at Harry
Davis' well-known Internet Web site, http://www.harrydavis.com/
Print and direct mail advertising will be used to direct readers
to the Web site for updated information and for the auction
catalog and to expedite purchasing decisions.

Harry Davis has extensive selling experience in the food
processing industry and has developed a customer list of
thousands of active buyers across the United States, Mexico,
Canada, Latin America, Europe, and the Pacific Rim.  Harry Davis'
contact list includes buyers who have attended its sales in the
past as well as additional selected potential buyers in the food
processing, dairy, and related industries.  Harry Davis has been
successful in tapping into the rapidly growing export market for
processing equipment, and it will target these important buyers
for the auction of Surplus Assets.  Harry Davis will also make
special efforts to contact appropriate potential buyers outside
the dairy industry.

                          Compensation

Harry Davis' compensation is set according to the terms of the
Auction Campaign Proposal.  As compensation for rendering agent
and auction services to the Debtors, Harry Davis will receive a
buyer's premium with respect to all the sales.  The Buyer's
Premium will be 10% of the auction bid prices that will be added
to the auction bid prices and collected by Harry Davis directly
from each auction purchaser in addition to the sale price for the
asset.

In addition, the U.S. Debtors will reimburse Harry Davis from the
auction proceeds for:

   (a) advertising and sale promotion expense, which are budgeted
       at $20,000; and

   (b) direct sales costs including labor, travel, lodging, and
       meals for auction personnel as required for preparation
       and execution of the auction sales, which have been
       budgeted at $18,000.

Harry Davis will credit the Debtors 1% of the auction bid prices
or 10% of the Buyer's Premium to be applied against the auction
sales expenses.  A detailed accounting of all auction expenses
will be provided to the Debtors as part of the auction
accounting.

Throughout the auction sale, qualified Harry Davis data-entry
personnel will maintain accurate records of the bidding process.
All records of the auction sale will at all items be available to
the U.S. Debtors.  An accounting of all items will be provided to
the Debtors following the auctions.  All amounts will be
collected by Harry Davis.  Within further delay after the sale
completion, Harry Davis will provide the Debtors with a final
audit, an itemized accounting, and remittance.

Marcia J. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, assures the Court that Harry Davis will be providing the
U.S. Debtors a unique service, which they are the most qualified
to provide.

The U.S. Debtors maintain that the Buyer's Premium to be paid to
Harry Davis is fair and reasonable in the light of the fact that,
as opposed to seeking the assistance of third parties to perform
other necessary services, the Buyer's Premium includes, among
other things, the costs for individuals employed by Harry Davis
to assist in preparing, exhibiting the equipment and supervising
the sales.  The Debtors believe that Harry Davis is well
qualified to execute the duties of agent and auctioneer.

                        Disinterestedness

Martin L. Davis, a partner at Harry Davis, asserts that the firm
does not hold or represent any interest adverse to the U.S.
Debtors' estates, their creditors, or any other parties-in-
interest.  Harry Davis is a "disinterested person" as the term
defined under Section 101(14) of the Bankruptcy Code.

Mr. Davis discloses that two years ago, Harry Davis conducted two
auction sales in the ordinary course of business for Farmland
Dairies, LLC, in Columbus and Macon, both in Georgia.  From time
to time, Harry Davis sold equipment to the U.S. Debtors at
various auction sales.  Harry Davis also conducted auction sales,
provided appraisals and consulting services for, and sold
equipment to various of the Debtors' 20 largest unsecured
creditors, the Debtors' secured creditors, and others.  However,
Mr. Davis assures the Court that Harry Davis has no financial
interest in any of those entities.

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


PARMALAT GROUP: U.S. Debtors Opt to Reject Tuscan Supply Agreement
------------------------------------------------------------------
The Parmalat U.S. Debtors and Tuscan/Lehigh Dairies, Inc., are
parties to a May 30, 2003 supply agreement wherein the Debtors
process, package and load fluid milk products under the Tuscan
label or private labels for delivery to Tuscan customers in the
New York area for a specified processing fee, among other fees.
The processing was to occur at Farmland Dairies, LLC's Sunnydale
plant in Brooklyn, New York.  The Debtors also purchase and load
other products as requested by Tuscan for delivery in the New
York area.

On June 30, 2004, or, at Tuscan's option, July 1, 2004, the
volume of fluid milk products to be processed, packaged and
loaded by the Debtors under the Agreement is to increase
significantly from about 170,000 gallons per week to about
600,000 gallons per week.

The parties have been operating under the Agreement since 2003.
In reliance on the Agreement, Tuscan entered into a contract with
a third party for a term through at least 2016.  The pricing and
other commercial terms in the Customer Contract were negotiated
in reliance on the Agreement with the U.S. Debtors.  The Debtors'
inability or unwillingness to perform under the Agreement will
drastically reduce the economic benefits to Tuscan from the
Customer Contract and disrupt other contractual relationships.

               U.S. Debtors' Prepetition Defaults

Neil P. Forrest, Esq., at Swidler Berlin Shereff Friedman, LLP,
in New York, relates that the Agreement may be terminated under
these circumstances:

   (a) Either party has the right to terminate if there is a
       material breach of the Agreement, which has not been cured
       after 30 days' written notice to the breaching party;

   (b) Tuscan has the right to terminate immediately upon written
       notice if it has previously notified the Debtors of two
       material breaches during a period of three consecutive
       months, irrespective of whether or not one or both of the
       breaches were subsequently cured.

In December 2003, Tuscan notified the U.S. Debtors that they
committed a material breach of the Agreement in failing to notify
Tuscan of their inability to continue to supply Tropicana branded
products.  In January 2004, because of the Debtors' inability to
satisfy their obligations, Tuscan, from January 26 through 30,
2004, packaged and sold to the Debtors 56,000 gallons of Tuscan
Label HVD in gallon containers to fill the Debtors' third party
orders as required under the Agreement.

              U.S. Debtors' Postpetition Admissions

Although the parties continued to operate under the Agreement
before the Petition Date, the U.S. Debtors stated unequivocally
that they would not be able to meet the heightened volume
requirements and have no intention of performing on the existing
commercial terms.

In a number of conversations during the Postpetition Period, Tim
Barber, one of the U.S. Debtors' employees responsible for the
Agreement, Anthony Mayzun, the Debtors' Vice-President for
Finance, and James Mesterharm of Alix Partners, the Debtor's
financial advisors, stated to both Samuel L. Wolman, Tuscan's
general manager, and Pat Panko, Tuscan's Chief Financial Officer
with responsibility for the Agreement, that the Debtors are
unable and unwilling to perform and assume under the Agreement.

As a result, Tuscan sought a single alternative supplier with the
processing and loading capabilities to meet the Customer Contract
requirements.  However, the supplier's capacity to meet Tuscan's
needs will not be available indefinitely.  Thus, before June 30,
2004, Tuscan needs to know that it will have an ongoing source of
milk supply to prevent substantial economic harm and disruption
of its customer supply commitments.

In this regard, Tuscan asks the Court to compel the U.S. Debtors
to immediately assume or reject the Agreement.  Alternatively,
Tuscan asks the Court to lift the automatic stay so it may
terminate the Agreement.

Mr. Forrest tells the Court that Tuscan is willing to continue
operating under the Agreement under the condition that the U.S.
Debtors:

   -- make a commitment to assume the Agreement;

   -- meet its heightened obligations on the June 30, 2004 or
      July 1, 2004 Full Services Commencement Date; and

   -- perform under the terms of the Agreement.

                 U.S. Debtors Agree to Reject Pact

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, tells the Court that the U.S. Debtors tried to negotiate
certain amendments to the Agreement with Tuscan.  The Debtors
proposed certain modifications to alleviate the unduly burdensome
pricing and commercial terms of the Agreement.

However, Tuscan disagreed to the changes proposed by the U.S.
Debtors and even refused to relinquish the facilities provided by
the Debtors in their Brooklyn location.  Hence, the Debtors
believe that the assumption of the Agreement, which requires a
large utilization of the Debtors' capacity at their Brooklyn
location, limits their flexibility in operating their facilities.

Ms. Goldstein advises the Court that the U.S. Debtors consent to
the immediate rejection of the Agreement.  The Debtors believe
that the economic terms of the Agreement are detrimental to their
restructuring efforts.  In addition, the Agreement includes
certain provisions that are vague and, depending on
interpretation, could result in extraordinary losses for the
Debtors in the long term, as well as, costly and time-consuming
litigation.  The capacity that would be utilized by the Agreement
can be profitably deployed if it is rejected.

Accordingly, the Debtors ask the Court to:

   -- approve their request to reject the Agreement;

   -- compel Tuscan to relinquish the Debtors' facilities and
      remove from the Debtors' premises all of its property no
      later than June 30, 2004; and

   -- allow Tuscan to file a proof of claim for rejection
      damages, subject to all of the Debtors' rights, claims and
      defenses, including rights of set-off with respect to any
      of the claims.

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


PEGASUS: Bar Date For Filing Proofs Of Claim Set On Oct. 12, 2004
-----------------------------------------------------------------
The last day for Pegasus Satellite Communications, Inc.'s
creditors to file proofs of claim is October 12, 2004.
Governmental units have until December 31, 2004 to file their
proofs of claim.

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


PG&E NATIONAL: USGen Proposes New Employee Retention Program
------------------------------------------------------------
USGen New England, Inc., asks the Court for permission to
implement a new key employee retention plan to induce its senior
management team and other key employees to stick with the company
throughout its restructuring.

John Lucian, Esq., at Blank Rome, LLP, in Baltimore, Maryland,
explains that USGen's ability to preserve its business operations
and assets will be substantially hindered if it is unable to
retain the services of Key Employees.  Its ability to reorganize
may also be seriously jeopardized absent the continued dedication
and ongoing services of Key Employees.

Mr. Lucian reports that, in the last two months, six key
employees have resigned from USGen and many more are looking to
build their careers with growing organizations.  Investors are
buying and operating power plants and growing their companies
quickly.  Those investors are targeting their recruiting efforts
at individuals that have survived the turbulent years and have
demonstrated the skills necessary to be successful in a changing
environment.

Mr. Lucian contends that the loss of additional Key Employees to
other employers offering more stable positions with opportunities
for career advancement could make it difficult for USGen to
operate its business effectively and could delay and compromise
implementation of its reorganization.  Replacing the Key
Employees would be extremely difficult for USGen and would place
enormous burdens on the remaining Key Employees, especially given
the major role the Key Employees have played to date in USGen's
Chapter 11 case in general, and the sale and reorganization
process in particular.

The implementation of the New Retention Plan is absolutely
necessary to:

    (a) enable USGen to retain and motivate the Key Employees
        critical to completing the tasks required to adequately
        continue to operate its business and to accomplish the
        successful sale or sales of its assets or a stand-alone
        Reorganization Plan and, therefore, maximize value for
        USGen's creditors;

    (b) achieve flexibility for USGen with respect to both the
        duration of the Key Employees' retention and the amount of
        retention dollars given to specific individuals;

    (c) supplement the existing retention plan which is no
        longer adequate because of the longer time frame to
        complete a successful Reorganization; and

    (d) reduce the attrition of employees, as six key employees
        have resigned.

                      Existing Retention Plan

Before the Petition Date, USG Services Company, LLC, a subsidiary
of National Energy and Gas Transmission, Inc., assumed a service
contract with USGen under which it provided employee-related
services to USGen.  Other NEG service-providing affiliates also
provided services to USGen including NEGT Services Company, LLC.
Under the service contract, USGen is obligated to pay all costs
allocable to those employees who provide them with services.

The final payment under the Existing Retention Plan is due to be
made by USGen within 10 days of the effective date of its
reorganization plan.  The costs remaining for USGen under the
Existing Retention Plan, which covers 35 employees, total
$467,049 -- excluding a restructuring bonus for one senior
executive payable within 10 days of the Reorganization Plan's
consummation.

                   Proposed New Retention Plan

Mr. Lucian notes that the New Retention Plan will continue until
USGen's Reorganization is consummated.  Specifically, eligible
Key Employees will continue to accrue retention amounts until
they:

    -- are severed;

    -- receive a qualified offer of employment from a purchaser
       in the event of a sale and the sale is consummated;

    -- are notified by USGen that they will continue to be
       employed through a stand-alone reorganization plan and
       the plan is consummated; or

    -- have accrued five calendar quarters of retention amounts,
       ending August and November 2004, and February, May and
       August 2005.

                         Plan Components

The New Retention Plan will be effective as of June 1, 2004, and
cover 90 of USGen's 680 Employees.  The Plan contains three main
components:

    (1) Quarterly Retention Payments

        The retention payments to eligible Key Employees are based
        on a percentage of salary that accrues quarterly -- 25% of
        annual award accrues each quarter.  The payments are back-
        loaded to ensure that Key Employees do not resign
        immediately following a large retention payment.  Eligible
        Key Employees have been placed within groups and will
        receive a percentage of their annual salary.

        -- For Key Employees in Group A:

           Only 30% of the 25% accrued is paid per quarter -- 7.5%
           of an individual's annual award -- with the remainder
           deferred until severance or consummation of the
           Reorganization.

        -- For Employees in Group B:

           Only 40% of the 25% accrued is paid per quarter -- 10%
           of the individual's annual award -- with the remainder
           deferred until severance or consummation of the
           Reorganization.

        Each quarter, around $680,000 of retention costs will
        accrue -- excluding the most senior executives -- with
        $240,000 paid upon accrual and $440,000 deferred until
        severance or consummation of the Reorganization.
        Quarterly amounts will continue to accrue and be paid as
        disclosed for up to five quarters -- ending August and
        November 2004, and February, May and August 2005.
        Sometime before August 2005, if not yet finished with its
        restructuring, USGen will consider whether additional
        retention amounts will be required; and

    (2) Discretionary Pool

        A pool will be available to USGen's President, in his
        discretion, to award Key Employees for the completion of a
        specific task critical to the Reorganization.  The pool
        will be equal to 10% of the total Quarterly Retention
        Payments on an annual basis, or $270,000; and

    (3) Restructuring Bonus Pool -- Senior Management

        An incentive-based restructuring bonus pool -- based on
        certain performance-based criteria -- will be available to
        senior management of up to $550,000.

Mr. Lucian notes that there are 40 full-time equivalent NEG
employees who provide services to USGen through intercompany
allocations and their costs are paid by USGen.  These employees
may be transferred to USG Services to perform services on behalf
of USGen in the future and, in consultation with the Official
Committee of Unsecured Creditors, they may be added to the New
Retention Plan if they are deemed critical to USGen's operations.

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


PJ REALTY INC: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: P.J. Realty, Inc.
        46-52 Commercial Street
        Gloucester, Massachusetts 01930

Bankruptcy Case No.: 04-15059

Chapter 11 Petition Date: June 16, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsel: Stephen K. Fischer, Esq.
                  Metaxas, Norman & Pidgeon, LLP
                  900 Cummings Center, Suite 207T
                  Beverly, MA 01915
                  Tel: 978-927-8000
                  Fax: 978-922-6464

Total Assets: $1,101,695

Total Debts:  $1,437,103

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Business Loan Center, Inc.    Mortgage (First)           $40,000
                              Secured Value:
                              $1,100,000

Atlantic Koam Trading Co.                                $20,000

D&B Balt, Inc.                                           $18,000

John J. Conneely                                         $18,000

Sullivan Construction         Construction work          $18,000
Company, Inc.

D.F.C. International, Inc.                               $12,000

Mass Electric                 Judgment lien               $5,100

Envirobusiness, Inc.          Phase I Assessment          $2,050

Keyspan Energy/Boston Gas                                 $1,863


PRIDE INT'L: Fitch Assigns 'B+' Rating to Senior Unsecured Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+' senior unsecured debt rating to
Pride International Inc.'s newly issued senior unsecured notes and
a 'BB' rating for the proposed credit facility. The Rating Outlook
is Stable.

The unchanged ratings reflect Pride's relatively weak credit
profile, the regions where Pride operates, and the company's
competitive position in the oil and gas drilling market. These
ratings were initiated by Fitch as a service to users of its
ratings and are based on public information. Pride intends to use
the proceeds from the senior unsecured offering and new credit
facility to repay its existing credit facilities ($400 million)
and redeem its outstanding 9.375% senior notes ($175 million), 10%
senior notes ($200 million), and 9% convertible notes ($86
million). The consolidated net tangible asset covenants in Pride's
9.375% and 10% senior notes limited Pride's ability to borrow
under the revolving credit facilities. These transactions will
improve Pride's liquidity position.

The ratings reflect Pride's relatively weak credit profile, the
regions where the company operates, and its competitive position
in the oil and gas drilling market. A number of factors have
contributed to Pride's weaker-than-expected credit profile,
including problems with the technical services segment, persistent
weakness in the shallow-water Gulf of Mexico, and a heavily
leveraged balance sheet. Since mid-2003, the company has suffered
from significant cost overruns on several new platform rig
construction projects, including ExxonMobil's Kizomba A TLP in
West Africa and BP's Holstein spar project in the U.S. Gulf of
Mexico. In the latest twelve months (LTM) ended March 31, 2004,
the technical service segment's operating losses approached $95
million. Additionally, Pride has significant exposure to the
shallow waters of the Gulf of Mexico, a market that has been
particularly weak recently. The total offshore rig count in that
region has declined by about 50% since its peak in the spring of
2001 despite extremely strong commodity prices. Notably, to offset
the weak environment in the Gulf of Mexico, Pride mobilized
fourteen jackups and two semi-submersibles to Mexico, where
activity is robust.

Also contributing to Pride's weak credit profile are the debt-
funded capital expenditures used to finance new builds and
upgrades to its fleet in the past five years. Development of the
company's drillships, several Amethyst-class semi-submersibles,
and refurbishments on nearly all of its other semi-submersible
fleet has been funded primarily with debt. These factors
contributed to Pride generating negative free cash flow for the
sixth consecutive year in 2003. Pride's LTM EBITDA as of March 31,
2004, was $359 million, providing adjusted interest coverage of
2.2 times (x) and adjusted debt-to-EBITDA of 5.7x. At quarter's
end, Pride had $84 million of cash on hand, of which $43 million
was restricted. The company also had $162 million available
through its credit facilities but was prevented from further
borrowings under either facility due to the previously mentioned
consolidated net tangible asset covenants. Subsequent to the
refinancing of the senior unsecured notes, total debt and lease
obligations will be nearly $2 billion.

Fitch has concerns with several regions where Pride has
significant operations. In the intermediate term, Fitch is
pessimistic about the prospects of shallow-water domestic
drillers, given that demand in the shallow-water Gulf of Mexico
has been limited despite strong cash flows from the upstream. This
is evident by the weakness in the number of active jackups in the
Gulf of Mexico. The focus of operators domestically has shifted to
the deep-water Gulf of Mexico, where Pride's presence is limited.
Additionally, Fitch has a cautious view of businesses operating in
Argentina or Venezuela due to the political uncertainty in each
country. Fitch currently has a sovereign rating of 'DDD' for
Argentina and 'B-' for Venezuela.

Pride competes in the offshore drilling market and is a market
leader in the South American land drilling and service segment.
The company's commodity fleet of 33 jackup rigs is best suited for
shallow waters, with 80% of its fleet designed to drill in less
than 300 feet of water. Nearly all of its jackups are equipped to
drill depths of up to 20,000 feet. Its fleet of floating deepwater
units consists of ten semi-submersibles and two dynamically
positioned drillships. Of these twelve vessels, only six are
capable of drilling in water depths greater than 5,000 feet. The
company also operates 21 platform rigs, five tender-assisted rigs,
and three barge rigs. Pride's onshore fleet consists of 249 land
rigs, the majority of which are workover rigs located in Argentina
and Venezuela.

The company also provides a variety of oilfield services to
customers in Argentina, Venezuela, Bolivia, and Peru. Services
provided include integrated project management, directional and
horizontal drilling, environmental drilling, cementing, and
stimulation.


PRUDENTIAL: Fitch Affirms Low-B Ratings on 4 1999-NRF1 Classes
--------------------------------------------------------------
Fitch Ratings affirms Prudential Securities Secured Financing
Corp.'s commercial mortgage pass-through certificates, series
1999-NRF1 as follows:

               --$50.9 million class A-1 'AAA';
               --$480.3 million class A-2 'AAA';
               --Interest-only class A-EC 'AAA';
               --$51.1 million class B 'AAA';
               --$46.5 million class C 'AA';
               --$46.5 million class D 'BBB+';
               --$13.9 million class E 'BBB';
               --$20.9 million class F 'BB+';
               --$25.6 million class G 'BB';
               --$9.3 million class H 'BB-';
               --$9.3 million class J 'B+'.

The $15.8 million class K, $6.5 million class L, and $9.8 million
class M certificates are not rated by Fitch.

The rating affirmations reflect both stable loan performance and
paydowns since issuance. As of the June 2004 distribution date,
the transaction's aggregate principal balance has decreased 15.4%
to $786.2 million from $928.9 million at closing.

KeyBank Real Estate Capital, the master servicer, collected year-
end (YE) 2003 financials for 94.8% of the pool balance. Based on
the information provided, the resulting YE 2003 weighted average
debt service coverage ratio is 1.60 times (x) compared with 1.68x
at YE 2002 and 1.54x at issuance for the same loans. Twenty-six
loans (5.1%) have a YE 2003 DSCR below 1.0x. The largest of these
loans (0.7%), Radisson Inn, is located in Marlborough, MA and has
seen a decline in travel to the area.

Currently, five loans (0.6%) are in special servicing. The largest
specially serviced loan, Fountain View Retirement Village of Grant
(0.2%), is secured by a health care property in Grant, MI. The
loan transferred to the special servicer in May 2003. The special
servicer is pursuing foreclosure.


PRUDENTIAL: Fitch Affirms Low-B Ratings on 6 2003-PWR1 Classes
--------------------------------------------------------------
Prudential Commercial Mortgage Trust commercial mortgage pass-
through certificates, series 2003-PWR1, are affirmed by Fitch
Ratings as follows:

               --$254.7 million class A-1 'AAA';
               --$518.2 million class A-2 'AAA';
               --$32.4 million class B 'AA';
               --$36 million class C 'A';
               --$14.4 million class D 'A-';
               --$9.6 million class E 'BBB+';
               --$10.8 million class F 'BBB';
               --$12 million class G 'BBB-';
               --$16.8 million class H 'BB+';
               --$7.2 million class J 'BB';
               --$4.8 million class K 'BB-';
               --$7.2 million class L 'B+';
               --$3.6 million class M 'B';
               --$3.6 million class N 'B-'.

Fitch does not rate the $14.4 million class P certificates.

The rating affirmations follow Fitch's review of the transaction,
which closed in March 2003. As of the June 2004 distribution date,
the pool's aggregate certificate balance has decreased 1.49% to
$945.7 million from $960 million at issuance. To date, there have
been no loan payoffs or losses.

Fitch reviewed the three credit assessed loans in the pool, 1290
Avenue of the Americas (8.45%), The Furniture Plaza and Plaza
Suites (4.77%), and the Inland Portfolio (4.35%). Each loan
maintains an investment-grade credit assessment.

1290 Avenue of the Americas is secured by a 2 million square feet
(sf) office property, located in New York, NY. As of year-end (YE)
2003, the debt service coverage ratio provided by the master
servicer, Wells Fargo Bank, N.A., slightly decreased to 1.90 times
(x) from 1.93x at issuance and occupancy remained stable at 99%.

The Furniture Plaza and Plaza Suites is secured by a retail
property in High Point, NC. As of YE 2003, the DSCR provided by
the master servicer has increased marginally to 1.97x from 1.95x
at issuance. Occupancy for YE 2003 was 100% versus 98% at
issuance.

The Inland Portfolio comprises six retail properties located in
Florida, South Carolina, Virginia, and Georgia. As of YE 2003, the
DSCR provided by the master servicer has increased to 2.69x from
1.93x at issuance. Occupancy for YE 2003 is 100%, versus 96% at
issuance.

Currently, there are no delinquent loans or loans with the special
servicer.


RCN CORP: Wants Court Nod To Continue Employee Retention Plan
-------------------------------------------------------------
In anticipation of their restructuring and potential bankruptcy
cases, the RCN Companies adopted a key employee retention and
severance plan before the Petition Date to stabilize and maintain
their operations through the restructuring process.  Jay M.
Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in
New York, relates that RCN is jointly liable for all obligations
under the plan.  The Retention Plan was approved by RCN's Board
of Directors at a meeting held on January 12, 2004, became
effective on February 10, 2004, and was further modified by the
Board on May 26, 2004.

The Debtors believe that both the retention and severance
components of the Retention Plan are essential aspects of their
reorganization strategy.  Turnover of experienced management
personnel during the Debtors' Chapter 11 cases would severely
disrupt the operation of their businesses.  The Debtors believe
that the Retention Plan not only will ensure the continued
loyalty of certain key management personnel but will also
incentivize the Plan Participants thereby enabling the Debtors to
meet certain operational goals to further enhance the going
concern value of their businesses.

                 Summary of the Retention Plan

In addition to the Chief Executive Officer, the Retention Plan
divides Participants into three organizational tiers:

   (a) Tier 1 Participants consist of seven senior executives;

   (b) Tier 2 Participants consist of eight vice-president level
       employees; and

   (c) Tier 3 Participants consist of 60 employees at the
       management level or above.

The Retention Plan consists of two components -- the Retention
Bonuses and the Severance Benefits.

To participate in the Retention Plan, any Participant who is also
a participant under the RCN Companies' Chairman's Performance and
Retention Plan must execute a release and waiver relinquishing
all rights under the Chairman's Plan and releasing the RCN
Companies from any obligations under that Plan.  Benefits under
the Retention Plan are intended to be in lieu of any benefits
otherwise accruing to Participants under the Chairman's Plan.

                Payment of the Retention Bonuses

Under the Retention Plan, the General Retention Bonuses will be
payable to eligible Participants upon the Debtors' reaching
certain milestones in their Chapter 11 cases.  Furthermore, upon
the achievement of certain performance goals, certain
Participants will be eligible to receive the Performance
Component of the Retention Bonus.

A. General Retention Bonus

   The General Retention Bonus is payable to eligible
   Participants in two installments.  The first installment was
   paid prepetition, in May 2004.  The second installment of the
   General Retention Bonus will be payable to each eligible
   Participant when the order confirming the Debtors' plan of
   reorganization in their Chapter 11 cases becomes final.  The
   Second Installment will be paid pursuant to these terms:

   (a) The Chief Executive Officer did not receive any payment in
       the First Installment, but will receive 75% of his
       Retention Bonus in the Second Installment.

   (b) The Tier 1 Participants and the Tier 2 Participants
       received 25% of their Retention Bonus for the First
       Installment, and will receive another 50% of their
       Retention Bonus for the Second Installment.

   (c) Tier 3 Participants received 50% of their Retention Bonus
       for the First Installment, and will receive the remaining
       50% of their Retention Bonus for the Second Installment.

B. Performance Component

   The Chief Executive Officer and each eligible Tier 1
   Participant and Tier 2 Participant will receive 25% of his or
   her Retention Bonus as a Performance Bonus payable with the
   Second Installment if the Chief Executive Officer or the
   Tier 1 Participant or Tier 2 Participant has met certain
   operational targets established by the RCN Companies for the
   Participant.  There is no Performance Component of the
   Retention Bonus for Tier 3 Participants.  If the operational
   targets are not met, the Performance Component will not be
   paid.

   To the extent that all milestones are reached with respect to
   both the General Retention Bonuses and the Performance
   Component, the total amount of Retention Bonuses each
   Participant is eligible to receive will be:

   (a) with respect to the Chief Executive Officer, an aggregate
       amount equal to 120% of his Base Salary;

   (b) with respect to the Tier 1 Participants, an aggregate
       amount equal to 80% of each Participant's Base Salary;

   (c) with respect to Tier 2 Participants, an aggregate amount
       equal to 50% of each Participant's Base Salary; and

   (d) with respect to Tier 3 Participants, an aggregate amount
       determined by the Chief Executive Officer and communicated
       to the Participant which will be between 10% and 20% of
       that Participant's Base Salary.

   The total authorized amount of the Retention Component is
   estimated to be $3.45 million.

   To be eligible to receive the Second Installment of the
   Retention Bonus, Mr. Goffman says, a Participant must be
   continuously employed by the Debtors when the Confirmation
   Order becomes final.

   Notwithstanding these provisions, in the event that a Tier 1,
   Tier 2, or Tier 3 Participant's employment is terminated by
   the Debtors without Cause, by the Participant due to a
   material reduction in Base Salary, or if any Participant is
   terminated on account of his or her death or disability, in
   each case prior to payment of the Second Installment but
   following the Effective Date, the Participant -- or, in
   the case of death, his or her estate -- will be entitled to
   receive, at the time the amount would have been paid if the
   Participant's employment had not terminated, the full amount
   of the Second Installment of the General Retention Bonus
   payable to him or her, but not the Performance Component, if
   applicable.

   Unless the Chief Executive Officer is terminated by the RCN
   Companies for cause, the Chief Executive Officer will be
   entitled to receive the full amount of the General Retention
   Bonus payable to him, but not the Performance Component.

                Payment of the Severance Benefits

The Severance Benefits provisions of the Retention Plan cover all
Participants.  Subject to these terms, eligible Participants will
be entitled to these Severance Benefits:

   (a) Chief Executive Officer and Tier 1 Participant Severance

       The Chief Executive Officer or any eligible Tier 1
       Participant will receive an amount equal to 12 months of
       his or her base salary in effect at the time of
       termination of his or her employment, payable in
       accordance with the RCN Companies' normal payroll
       practices, and Health Insurance Benefits.

   (b) Tier 2 Participant Severance

       An eligible Tier 2 Participant will receive an amount
       equal to six months of the Participant's base salary in
       effect at the time of termination of his or her
       employment, payable in accordance with the RCN Companies'
       normal payroll practices, and Health Insurance Benefits.

   (c) Tier 3 Participant Severance

       An eligible Tier 3 Participant will receive an amount
       equal to the Participant's base salary for a period
       determined by the Chief Executive Officer which will be
       from four to six months, payable in accordance with the
       RCN Companies' normal payroll practices.

The Chief Executive Officer will be entitled to receive
Severance Benefits if its employment terminates with the RCN
Companies, other than a termination by the RCN Companies with
Cause, after the Effective Date and on or before six months
following the consummation of the Debtors' Chapter 11 Plan.

Tier 1 Participants and Tier 2 Participants will be entitled to
receive Severance Benefits in the event that the Participant's
employment with the RCN Companies is terminated:

   -- by the RCN Companies without Cause and not due to the
      Participant's death or disability; or

   -- by the Participant for Good Reason, in each case on a date
      that is after the Effective Date and on or before six
      months following the consummation of the Debtors' Chapter
      11 Plan.

The Tier 3 Participants will be entitled to receive Severance
Benefits in the event that the Participant's employment is
terminated by the RCN Companies other than for Cause and not due
to the Participant's death or disability after the Effective Date
and on or before six months following the consummation of the
Debtors' Plan.

Additionally, the Severance Benefits will be reduced by the
amount of salary a terminated Participant, other than the Chief
Executive Officer, receives from another employer during the
period that is:

   (1) six months after the separation date in the case of the
       Tier 1 Participants;

   (2) four months after the separation date in the case of Tier
       2 Participants; or

   (3) two months after the separation date in the case of Tier 3
       Participants.

Severance Benefits will not be reduced below the amount the
Participants would have otherwise received under the RCN
Companies' standard severance policy.

Notwithstanding these provisions, Mr. Goffman notes that
Participants, including the Chief Executive Officer, will only be
entitled to receive Severance Benefits under the Severance
Component if the Participant has first executed, and fails to
revoke within the statutory revocation period following
termination of employment, a release, in form and substance
satisfactory to the Debtors, of the RCN Companies and their
successors-in-interest of any claim or action related directly or
indirectly to the Participant's employment by the RCN Companies
or the Participant's termination.

The total amount of Severance Benefits authorized to be paid
under the Retention Plan is $6.1 million.  Since the RCN
Companies anticipate retaining a substantial number of the
employees covered by the Retention Plan to maintain their
continuing operations, they do not expect the total authorized
payout amount of Severance Benefits will be reached.

                   Retention Plan is Important

Hence, the Debtors seek the Court's permission to continue the
Retention Plan.  The Debtors' inability to continue the Retention
Plan would be detrimental to employee morale, and could affect the
Debtors' overall productivity.  If the key employees were to leave
their current jobs at this early stage in the Debtors' Chapter 11
cases, it is virtually assured that the Debtors would not be able
to attract replacement employees of comparable experience and
knowledge, or could do so only at great expense and detriment to
their estates.

"Given the importance of these critical Participants to the
Debtors' efforts to maximize the value of their estates, the
Court should approve the Key Employee Retention and Severance
Plan," Mr. Goffman says.

The costs associated with adoption of the Retention Plan are
reasonable in light of the benefits that the Participants will
provide to the Debtors' estates, their creditors and other
parties-in-interest.  Additionally, the cost of the Retention
Plan represents only a small percentage of the overall value of
the Debtors' estates.

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


RIVERSIDE HEALTHCARE: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Riverside Healthcare, Inc.
             dba Normandy Terrace Southeast
             17617 South Harrell's Ferry Road
             Baton Rouge, Louisiana 70816

Bankruptcy Case No.: 04-11943

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Heritage Oaks Healthcare, Inc.             04-11946

Type of Business: The Debtor is the owner and operator of one
                  nursing home facility located in San Antonio,
                  Texas.

Chapter 11 Petition Date: June 14, 2004

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtors' Counsels: Arthur A. Vingiello, Esq.
                   Kimberly Callaway, Esq.
                   Steffes, Vingiello & McKenzie, LLC
                   3029 South Sherwood Forest Boulevard
                   Suite 100
                   Baton Rouge, LA 70816
                   Tel: 225-368-1006

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

A. Riverside Healthcare, Inc.'s 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Glenn W. Cunningham                        $488,000
Law Office of Maloney & Maloney
115 East Travis, Suite 2000
San Antonio, TX 78205

US Dept of Treasury - FMS                  $389,134
Debt Management Services
P.O. Box 105576
Atlanta, GA 30348

Summit Services                            $202,900

Rehab Works, Inc.                          $196,598

Gulf South Medical Supply                  $166,841

Pharmerica Bank                            $144,808

Fulbright & Jaworski L.L.P.                $119,873

Functional Pathways                         $96,882

Starmed Health Personnel, Inc.              $86,593

Sysco                                       $68,998

Millennium Medical                          $50,904

Scrubs Medical Laundry                      $43,568

Novacare Holdings, Inc.                     $41,133

Mirage Medical Group                        $29,100

Adams and Reese, LLP                        $27,056

CBIZ Accounting, Tax & Advisory, Inc.       $23,791

Rural Metro Service                         $21,654

Alliance Clinical Laboratories              $16,978

City Public Service Board                   $12,486

ZA Business Services Corporate              $11,975

B. Heritage Oaks Healthcare's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Rehab Works, LLC                            $58,824

Summit Services                             $51,058

Functional Pathways                         $50,773

Gulf South Medical                          $10,962

Watson Sysco                                $10,387

BKD, LLP                                     $5,603

C B I Z Accounting, Tax & Advisory           $3,685

Ballinger Memorial Hospital                  $3,357

Keel Drug                                    $2,872

City of Ballinger - Water/Sewer              $1,906

Therapy Enterprises                          $1,856

Millenium Medical                            $1,644

Ecolab Pest Elim.                            $1,190

Telc, Inc.                                   $1,080

Sprint Data                                  $1,070

Calderon Textiles                              $957

Direct Supply Inc.                             $873

Shannon Clinic                                 $831

Borden, Inc.                                   $831

Texas Dept. of Human Services                  $720


RJ HOULE MECHANICAL: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: R. J. Houle Mechanical, Inc.
        112 Frederick Avenue, Suite H
        Rockville, Maryland 20850

Bankruptcy Case No.: 04-24620

Chapter 11 Petition Date: June 17, 2004

Court: District of Maryland (Greenbelt)

Judge: Duncan W. Keir

Debtor's Counsel: Alan H. Grant, Esq.
                  Alan H. Grant, P.C.
                  9210 Corporate Boulevard, Suite 390
                  Rockville, MD 20850
                  Tel: 301-258-1033

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Internal Revenue Service                   $757,697
31 Hopkins Plaza, Room 1150
Special Procedures Branch
Baltimore, MD 21201

Hajoca Corporation                          $73,790

Turboduct, Inc.                             $53,219

Marian Ostach                               $50,000

Energy Management Systems                   $29,856

Kenneth Modlin                              $28,000

BWI Distribution, Inc.                      $13,612

State of Maryland                           $11,772

State of Maryland                           $10,915

Skyline Equipment Sales                      $8,166

Baltimore Air Balance Co.                    $5,300

Maryland Unemployment Insurance Fund         $3,652

Montgomery General Hospital                  $2,237

Reed Construction Data                       $1,410

Nextel Communcations                         $1,270

District of Columbia                           $854

Roberts Oxygen Company, Inc.                   $585

Allegheny Power                                $460

James R. Clarke, PT, PA                        $357

Viking Office Products                          $72


SIGHT RESOURCE: Files for Chapter 11 Protection in S.D. Ohio
------------------------------------------------------------
Sight Resource Corporation (OTC:VISN), a provider of primary eye
care products, services, and managed vision care programs, and its
wholly owned subsidiaries, each filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of Ohio, Western
Division, at Cincinnati, Ohio. No trustee has been appointed, and
SRC and its subsidiaries continue to manage their business as
debtors in possession.

On June 23, 2004, SRC and its subsidiaries entered into an
agreement with CadleRock Joint Venture, L.P., pursuant to which
CadleRock lent $275,000 to SRC and its subsidiaries. CadleRock is
also a pre-filing secured creditor of SRC and its subsidiaries,
and the $275,000 loan was made in anticipation of the Chapter 11
filing. That loan, like the other amounts owing by SRC and its
subsidiaries to CadleRock, is secured by a security interest in
substantially all assets of SRC and its subsidiaries. The $275,000
loan, together with interest thereon, is repayable in ten equal
weekly installments beginning on July 6, 2004.

SRC also announced that, prior to the Chapter 11 filing,
substantially all of the assets of Kent Optical Company, a wholly
owned subsidiary of SRC, were transferred to CadleRock. In
consideration of the transfer, the secured debt owing to CadleRock
by SRC and its subsidiaries (including Kent Optical) was reduced
by $1,175,000. CadleRock immediately resold the assets to third
party purchasers for that amount. Apart from the $275,000 loan,
the remaining amount of the secured indebtedness (inclusive of
interest and fees) owing to CadleRock is approximately $434,000.
The scheduled maturity date of the $434,000 is June 30, 2004.

The transfer of the Kent Optical assets involved 20 retail optical
stores in Michigan. Contemporaneously with the transfer of the
assets to CadleRock, the retail leases relating to the 20
locations were assigned by Kent Optical to the purchasers of the
assets from CadleRock.

Apart from Kent Optical, SRC operates or operated five retail
optical chains. Those are Cambridge Eye Associates (Massachusetts
and New Hampshire), Vision World (Rhode Island), E. B. Brown
Opticians (Ohio and Pennsylvania), Eyeglass Emporium (Indiana) and
Vision Plaza (Louisiana and Mississippi). SRC has requested
Bankruptcy Court approval of the rejection of leases of 30 of the
32 E. B. Brown Opticians stores, all 15 Vision Plaza stores, the
two remaining stores operated under the Kent Optical name, and one
Eyeglass Emporium store. As of June 23, 2004, SRC discontinued
operations in the stores previously operated in locations covered
by the leases as to which approval to reject has been requested.

SRC's continuing operations include 19 stores operating under the
name Cambridge Eye Associates, six stores operating under the name
Vision World, six stores operating under the name Eyeglass
Emporium, and one E. B. Brown Opticians store.

SRC also stated that it is the subject of an informal inquiry by
the Securities and Exchange Commission. SRC is cooperating with
the inquiry. Prior to receipt of notice of the inquiry, SRC had
announced its inability to complete financial statements and file
periodic reports with the SEC for the year ended December 28, 2002
and the first three quarters of fiscal 2003. SRC still has not
filed periodic reports for those periods and also has not filed
reports for the fiscal year ended December 27, 2003 and the
quarter ended March 27, 2004.

SRC previously announced that it will be restating its previously
published financial statements for the first three quarters of
2002, and that it may be restating results for the fiscal year end
of 2001.

Under the direction of the Audit Committee of SRC's Board of
Directors, an investigation is being conducted of, among other
matters, SRC's inability to prepare financial statements and
whether such inability, to the extent attributable to
unsubstantiated accounting entries, is the result of system error,
error in judgment, negligence, intentional action, or other cause.
The investigation also covers a review of the Company's internal
controls over financial reporting. As already reported, SRC's
internal controls over financial reporting appear to have been
inadequate and should be strengthened. The investigation has been
interrupted by the filing of the Chapter 11 petitions (and SRC's
inability to make payments owing to parties assisting in the
investigation), but SRC presently intends to petition the
Bankruptcy Court for authority to engage counsel and accountants
to assist the Audit Committee in continuing the investigation.


SIGHT RESOURCE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Sight Resource Corporation
             6725 Miami Avenue
             Cincinnati, Ohio 45202

Bankruptcy Case No.: 04-14987

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Cambridge Eye Associates, Inc.             04-14989
      Douglas Vision World, Inc.                 04-14990
      E.B. Brown Opticians, Inc.                 04-14992
      Vision Plaza Corp.                         04-14994
      Eyeglass Emporium, Inc.                    04-14995
      eyeshop.com, inc.                          04-14996
      Kent Eyes Inc.                             04-14997
      Shawnee Optical, Inc.                      04-14998
      Kent Optometric Providers Inc.             04-14999

Type of Business: The Debtor manufactures, distributes and sells
                  to the general public eyewear and related
                  products and services through retail eye care
                  centers operated by its wholly owned
                  subsidiaries.
                  See http://www.sightresource.com/

Chapter 11 Petition Date: June 24, 2004

Court: Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtors' Counsels: Jennifer L. Maffett, Esq.
                   Louis F Solimine, Esq.
                   Thompson Hine LLP
                   2000 Courthouse Plaza North East
                   P.O. Box 8801
                   Dayton, OH 45401-8801
                   Tel: 937-443-6804

Total Assets: $5,400,000

Total Debts:  $12,500,000

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Marchon                                    $428,892
35 Hub Drive
Melville, NY 11747-3500

Vistakon Inc.                              $315,476
7500 Centurion Parkway
Jacksonville, FL 32256

W.A. Wilde Co.                             $265,415
200 Summer St.
Holliston, MA 01746-5838

First Source Yellow Pages                  $255,893
420 Boylston St.
Boston, MA 02116

Rodenstock North America                   $226,025

Optical Supply, Inc.                       $213,066

Jim Wilson & Associates                    $205,137

Tim Westra                                 $200,675

John Cress                                 $200,675

KPMG, LLP                                  $182,320

E'Lite, Inc.                               $158,817

Modo                                       $149,625

Howell Kelly                               $144,856

Neostyle Eyewear Corp.                     $126,853

Phonak, Inc.                               $113,586

News America Marketing                      $86,751

Ciba CL                                     $86,001

Viva International                          $84,254

Coopervision                                $83,743

Great Lakes Coating Lab                     $80,229


STELCO INC: Agrees With USWA Locals On Talks Process
----------------------------------------------------
Stelco Inc. (TSX: STE) announced that it had reached an agreement
with its USWA Locals establishing a framework for discussions on
restructuring and other matters between now and September 30,
2004.

The agreement, which was presented to the Ontario Superior Court
of Justice Wednesday morning, provides the terms and conditions on
which Stelco and its USWA Locals shall be governed in the period
up to September 30, 2004.

Under this agreement, the parties identified the process that will
govern discussions of such matters as the Lake Erie collective
bargaining negotiations and restructuring issues. The parties have
also reached an agreement on how grievances and arbitrations will
be handled during this interim period. In addition, the parties
have agreed on a process to resolve the Item 16 grievances. As
well, Stelco and the Lake Erie USWA Local 8782 agree to provide 90
days prior written notice of any potential lockout or work
stoppage respectively.

Courtney Pratt, Stelco's President and Chief Executive Officer,
said, "This agreement is a positive step forward and a win-win for
everyone concerned. The company and its unions have an agreement
as to how negotiations and discussions will proceed. Our customers
have the certainty of supply they need going forward. And all of
our stakeholders have the knowledge that the restructuring process
itself can proceed.

"The Judge said this agreement represents significant progress and
we agree. George Adams made a very positive contribution to this
process. The co-operation shown by all sides can and must carry
over into the upcoming discussions. As the Judge noted, we can now
proceed to the exchange of information and negotiation. We owe it
to all our stakeholders to make the most of this opportunity."

Stelco is the largest steel producer in Canada, with both
integrated and minimill production of rolled and manufactured
steel products at multiple production sites. In 2000, Stelco
shipped 4.7 million tons of steel, about one-quarter of Canadian
consumption. The company has a broad product mix with an above-
average amount of value-added. Stelco serves diverse markets but
has high exposure to the auto industry, which represents about 40%
of sales. The company has a competitive cost position in hot
rolled sheet, particularly at its Lake Erie plant, and in bar
products at its two minimills, and an average cost structure in
other product lines produced at Hilton Works. Stelco has invested
more than CDN$800 million since 1997 in its facilities to increase
capacity, reduce costs, and improve operating efficiency and
overall profitability. This is expected to result in higher
operating margins in the future.


UNIFLEX INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Uniflex, Inc.
        383 West John Street
        P.O. Box 9004
        Hicksville, New York 11802

Bankruptcy Case No.: 04-11852

Type of Business: The Debtor makes custom-printed plastic bags
                  and other plastic packaging for promotions and
                  advertising.  See http://www.uniflexbags.com/

Chapter 11 Petition Date: June 24, 2004

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: Peter C. Hughes, Esq.
                  Dilworth Paxson LLP
                  3200 The Mellon Bank Center
                  1735 Market Street
                  Philadelphia, PA 19103
                  Tel: 215-575-7282
                  Fax: 215-575-7200

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Honeywell Int. Inc.           Subordinated Debt      $10,223,450
Master Ret Trust

Welkom                        Purchase Agreement      $1,232,978
2181 Victory Parkway
Cincinnati, OH 45206

Favorite Plastics             Trade Debt              $1,134,424
1465 Utica Ave.
Brooklyn, NY 11234

TYCO Plastics                 Trade Debt                $474,564
P.O. Box 371947
Pittsburgh, PA 15250-7947

FEDEX                         Transportation            $234,916
                              Carrier

Allied Extruders Inc.         Trade Debt                $206,810

Cote                          Purchase Agreement        $153,598
                              and Trade Debt

Poly Expert Inc.              Trade Debt                $133,883

Roadway                       Transportation            $124,555
                              Carrier

Natech Plastics               Trade Debt                $110,913

3DA Corp.                     Training Program           $97,500
                              Debt

Pliant Corp.                  Trade Debt                 $94,834

Jamaica Ash and Rubbish       Service Debt               $89,330
Removal

DC Graphics Inc.              Trade Debt                 $80,896

CAI                           Trade Debt                 $74,090

Pacobond Inc.                 Trade Debt                 $70,729

Int'l Tape Co.                Trade Debt                 $54,788

Tekkote                       Trade Debt                 $53,343

Duro Designer                 Trade Debt                 $49,821

Nova Chemicals Inc.           Trade Debt                 $49,570


UNITED AIRLINES: Applies To Employ Marr Hipp As Labor Counsel
-------------------------------------------------------------
The United Airlines Inc. Debtors seek the Court's authority to
employ Marr, Hipp, Jones & Wang as special labor counsel.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
Cynthia M. Surrisi, Esq., formerly of Piper Rudnick, recently
moved to Marr Hipp.  The Debtors intend to employ Marr Hipp to
allow Ms. Surrisi to continue represent them in labor matters.

Ms. Surrisi represented the Debtors in labor matters since 1998.
Prior to 1998, Ms. Surrisi developed extensive experience
negotiating labor contracts in the airline industry, specializing
with pilots.  In 1998, the Debtors determined that Ms. Surrisi
was uniquely experienced and qualified to provide representation
in their labor relationships.  The Debtors then employed Piper
Rudnick to utilize the services of Ms. Surrisi.

The Debtors also employed Piper Rudnick to utilize the services
of another expert in airline labor law, Marilyn Pearson.  Ms.
Pearson represented the Debtors in their relationship with the
Association of Flight Attendants, focusing on flight attendant
labor issues.  The Debtors will continue to employ Piper Rudnick
to allow Ms. Pearson to continue in her role.

Mr. Sprayregen assures the Court that there will be minimal
duplication of services.  Ms. Surrisi operated within an entirely
separate and independent sphere from Ms. Pearson.  It is likely
that the Debtors' overall professional fees will decrease due to
a lower fee structure at Marr Hipp.  Marr Hipp will be
compensated on an hourly basis, plus reimbursement of actual and
necessary expenses incurred.

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


UNITED AIRLINES: S&P Withdraws Ratings on Enhanced Equipment Certs
------------------------------------------------------------------
Standard & Poor's withdrew its ratings on enhanced equipment trust
certificates of UAL Corp. unit United Air Lines Inc. (both rated
'D').

"The withdrawal of ratings on aircraft-backed debt is based on
expected further delays in United's planned emergence from
bankruptcy, which increases the risk of liquidity facilities
dedicated to the certificates being exhausted, and on the
potential for United to seek further concessions from holders of
aircraft-backed debt," said Standard & Poor's credit analyst
Philip Baggaley.

In addition, further delays in United's reorganization would add
to the difficulty of obtaining sufficient information on which
Standard & Poor's can base continuing rating surveillance. If
United receives a federal loan guarantee in response to an amended
application to the Air Transportation Stabilization Board or,
alternatively, if its application is rejected, United will likely
need to seek further cost reductions as part of a revised business
plan. That, in turn, could cause it to seek material revisions in
draft agreements largely completed with a group representing
holders of public aircraft-backed debt, including the rated
enhanced equipment trust certificates.

On June 17, 2004, the Air Transportation Stabilization Board
rejected United's application for a $1.6 billion federal loan
guarantee. The guarantee was to assist in arranging $2.0 billion
of secured bank debt to finance emergence from bankruptcy. In
rejecting the application, the board said that "United's prospects
have improved and that the airline credit markets have picked up,
making it more likely that United can find a loan without
government backing." The board also said that "a majority of the
board believes that the likelihood of United succeeding without a
loan guarantee is sufficiently high as to make a loan guarantee
unnecessary."

However, the Treasury Department, which voted against the
application, said that it is "open to reconsideration if United
submits an improved application in the coming days," and the
Transportation Department, which had voted to defer the decision
for one week pending further discussions with United, said that
"it stands ready to consider an improved application by United."
United was reported by media sources today to have submitted a
further amendment to its application for a federal loan guarantee.
The company has acknowledged only providing more information to
the Air Transportation Stabilization Board. Media reports describe
a reduced loan guarantee request, $1.1 billion instead of the
previous $1.6 billion, with the $500 million reduction to be
replaced by other sources of capital, such as equity and/or
unsecured debt.


UNITED AUBURN: S&P Raises Corporate Credit Rating to BB from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on United
Auburn Indian Community, including its corporate credit rating to
'BB' from 'BB-'. The outlook is positive. Auburn, Calif.-based
UAIC owns the Thunder Valley casino.

The upgrade reflects Standard & Poor's assessment that despite
Thunder Valley being open for only one year, its operating results
continue to be solid, resulting in good credit measures for the
rating. "We expect that this trend will continue in the near
term," said Standard & Poor's credit analyst Michael Scerbo.
Additionally, pursuant to the UAIC's recently signed compact
agreement with the State of California, Standard & Poor's
expects that the Tribe will install additional slot machines at
Thunder Valley, which is likely to further enhance operating
results, despite agreed upon payments to the state.

Ratings could be raised if the property's operating performance
continues to be solid, resulting in credit measures that are good
for the rating.


VILLA ST. MICHAEL: Taps Mehlman Greenblatt as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave its
stamp of approval to Villa St. Michael Limited Partnership in its
application to employ Mehlman, Greenblatt & Hare, LLC as its
attorneys.

The Debtor selected Mehlman Greenblatt because the firm has had
considerable experience in bankruptcy matters.  In this retention,
Mehlman Greenblatt is expected to provide:

   a) consultation with and advice to debtor as to its powers
      and duties as debtor in possession in the operation of its
      business and the management of its property;

   b) response, as necessary, under the circumstances of this
      case, to any effort of creditors to appoint a trustee in
      lieu of the debtor in possession or to rescind the
      automatic stay of Section 362 of the Bankruptcy Code as to
      its property;

   c) assistance to the debtor in the preparation of those
      documents required by the Bankruptcy Code, including the
      schedules and statement of financial affairs;

   d) representation of the debtor in the formulation and
      negotiation of a plan of reorganization, including the
      drafting and filing of the plan of reorganization and any
      amended or modified plans of reorganization as may be
      required, and including attendance at and management of
      the confirmation hearing;

   e) attendance at the meeting of creditors, any adjourned
      meeting of creditors, and such other bankruptcy court
      hearings as are required;

   f) assistance to the debtor in the preparation of a
      disclosure statement adequate to the circumstances of this
      case; and

   g) drafting and filing of such applications, orders, reports,
      complaints, and other bankruptcy court papers as are
      required of the debtor, or the debtor in possession, in
      the conduct of this case, and it is necessary to the
      debtor, as debtor in possession, to employ an attorney for
      such professional services.

Mehlman Greenblatt receives a $30,000 retainer to be charged
against its postpetition fees.

Headquartered in Baltimore, Maryland, Villa St. Michael Limited
Partnership, operates Villa St. Michael Nursing and Retirement
Center located in Baltimore, Maryland. The Company filed for
chapter 11 protection on May 27, 2004 (Bankr. Md. Case No.
04-23064).  Constance M. Hare, Esq., at Mehlman, Greenblatt &
Hare, LLC represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated assets of over $1 million and estimated debts of
more than $10 million.


W.R. GRACE: Court Wants Chapter 11 Plan Filed by October 14, 2004
-----------------------------------------------------------------
Judge Fitzgerald extends the W.R. Grace & Co. Debtors' Exclusive
Plan Filing Period through and including November 24, 2004 and
their Exclusive Solicitation Period through and including
January 24, 2005.  Judge Fitzgerald, however, requires the Debtors
to file a Chapter 11 plan by October 14, 2004. (W.R. Grace
Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


Z-1 CDO 1996-1: Fitch Assigns Junk Rating to $21MM Class B Notes
----------------------------------------------------------------
Fitch Ratings affirms one class of the notes issued by Z-1 CDO
1996-1 Ltd. The affirmation of these notes is a result of Fitch's
rating review process. The following rating actions are effective
immediately:

          --$188,712,685 class A-2 notes affirmed at 'AAA';
          --$21,000,000 class B notes remain at 'CC'.

Z-1 CDO, a corporate collateralized debt obligation (CDO) that
closed on Oct. 31, 1996, is currently managed by Patriarch
Partners V, LLC. Patriarch began managing the portfolio as of May
2, 2003 for their expertise in distressed debt portfolios. The
fund was originally established to invest in a portfolio of senior
unsecured, subordinated and emerging market debt securities.

The class A-2 notes are wrapped by MBIA Insurance Corp., rated
'AAA' by Fitch. The rating on the class A-2 notes is reliant on
the wrap by MBIA. As of the May 3, 2004 valuation report, the
class B notes are receiving current interest through the use of
both interest and principal proceeds. According to the May 3, 2004
valuation report, the class A-2 and B overcollateralization tests
were 72.39% and 65.34%, respectively, relative to test levels of
150% and 140%, respectively.


* New England Consulting Partners Opens Detroit Area Office
-----------------------------------------------------------
New England Consulting Partners, LLC, (NECP) a Boston-based
management consulting and strategic advisory firm, announced the
opening of its Detroit area office at 39555 Orchard Hill Place,
Suite 600, Novi, Michigan, 48375. The new office will be headed up
by one of its principals, Theodore Tzafaroglou. Mr. Tzafaroglou
has spent the past several years consulting owners of highly
leveraged and financially distressed companies for the purpose of
identifying and executing operational and financial restructuring
opportunities.

Tom Desmond, Managing Partner of NECP said, "Ted brings a wealth
of experience and an astute sense of manufacturing efficiency to
our firm. We are excited about having Ted head up our Mid West
region and are looking forward to assisting under performing
companies in the Detroit area and throughout the Mid West."

New England Consulting Partners, LLC specializes in a variety of
consulting and advisory services including operational cash flow,
interim and crisis management, financial restructuring, sales and
operational analyses, loan due diligence, IT strategy, business
valuations, mergers & acquisitions, liquidations, preference
analysis, fraudulent conveyance analysis, bankruptcy and
trusteeships.


* BOOK REVIEW: Leveraged Management Buyouts
-------------------------------------------
Author: Yakov Ahihud, editor
Publisher: Beard Books
Softcover: 268 pages
List Price: $34.95

Order your personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587981386/internetbankrupt

Review by Gail Owens Hoelscher

This book is the outcome of a 1988 conference organized by the
Salomon Brothers Center for the Study of Financial Institutions at
the Stern School of Business of New York University. It consists
of 12 papers presented at that conference, papers that represented
the first ever in-depth study of leveraged management buyouts
(MBOs).

MBOs were a hot topic in the late 1980s, as a rapidly growing
reorganization phenomenon closely tied to junk bonds. Debate over
MBOs centered around two uncertainties: fairness to shareholders
and possible conflicts of interest between management/acquirer and
shareholders, and doubts about the future performance of companies
acquired through MBOs. The authors' objective was to expand the
understanding of academics, practitioners, and policymakers of the
causes and consequences of MBOs and to contribute to data on
appropriate policies for legislation and regulation regarding
them.

The first of three sections reviews characteristics and
consequences of MBOs. The first chapter, by the editor, Yakov
Ahihud, surveys the empirical evidence on the effects of MBO
announcements on stock and bond prices. He considers arguments for
and against mandating an auction of the MBO target firm and
analyzes points of view about and evidence on conflicts of
interest between management and shareholders. He evaluates
motivations for MBOs, such as tax benefits and improved
incentives. The second chapter compares and contrasts the
characteristics of corporations subject to MBOs with other
corporations. Two authors then look into performance of target
firms before and after buyouts. One interviewed CEOs of
corporations acquired by MBO about their motivations for and
changes in managerial strategy after the MBO. Both authors found
that buyouts were followed by significant improvements in firms'
performance.

The focal points of the second section were legal and tax issues.
The first chapter discusses the role of management in MBOs,
potential conflict with shareholder interests, and the matter of
fairness. They analyzed court decisions and the proposed remedies,
and evaluated the legal consequences of various business practices
applied in MBOs. The second chapter discusses the sources of tax
benefits and various financing methods, with a focus on employee
stock option plans. The final chapter concluded that other
reorganization strategies could yield the same tax benefits as
MBOs.

The final section presents a lively debate on policy and
legislative options to resolve issues that arise from MBOs.
Authors include a U.S. congressman, an SEC commissioner and
professors from Harvard Law School and the School of Law at
Stanford University. Their viewpoints are discussed compellingly
and are often in opposition. One author avowed that MBOs were
already over-regulated while another argued for the need of an
auction for the corporation once an MBO proposal was announced.

Opinion on the two main questions addressed by the book was
varied. With regard to fairness, while shareholders received an
average of 30-40 percent over market price for their shares, some
were prevented from reaping the benefits of shrewd post-buyout
strategies. With regard to future performance clouded by heavy
debt, some MBOs failed, those that "may well have encountered
difficulties as a result of the financial pressures imposed by
leveraged transactions." More were successful, however, becoming
"reinvigorated companies that have regained a sharp competitive
edge as a result of an MBO." Anecdotal evidence suggested the
successes were due to management's desisting from "managing so
they can get to the country club by 3 pm."

Yakov Amihud is the Ira Leon Rennert Professor of Entrepreneurial
Finance at the Stern School of Business, New York University.


                           *********

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, Bernadette C. de Roda, Rizande B. Delos Santos, Paulo
Jose A. Solana, Jazel P. Laureno, Aileen M. Quijano and Peter A.
Chapman, Editors.

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

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

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

                *** End of Transmission ***