text: TCR_Public/040712.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, July 12, 2004, Vol. 8, No. 142 HeadlinesAAIPHARMA INC: Regains Nasdaq Listing ComplianceADELPHIA COMMS: Wants to Employ Kirkpatrick & LockhartADESA INC: Schedules Second Quarter Earnings ReleaseAIR CANADA: Judge James Farley Approves Agreement with AirbusAIR CANADA: CUPE Ratifies New Collective AgreementALARIS MEDICAL: Commences Tender Offer for 7-1/4% Sr. Sub. NotesALLEGHENY TECHNOLOGIES: Names New Board Committee AppointmentsARMSTRONG HOLDINGS: Court Allows Extension To File NoticesBELVIDERE BAY LLC: Case Summary & 17 Largest Unsecured CreditorsBIP INTERNTIONAL: Case Summary & 11 Largest Unsecured CreditorsBRIDGE TECHNOLOGY: Section 341(a) Meeting Slated for July 29BURNS EQUIPMENT: Case Summary & 4 Largest Unsecured CreditorsCANDESCENT TECH: First Meeting of Creditors Fixed for July 14CHALK MEDIA: Signs Deal With Quebecor Unit Groupe ArchambaultCOLLINS & AIKMAN: Releases Preliminary Q2 2004 Operating ResultsCORAL REEF RESTAURANT: Voluntary Chapter 11 Case SummaryCORNING INC: Sells Frequency Control Business to Vectron Int'lCRITICAL PATH: OTC Lists Rights to Purchase E Preferred StockDII INDUSTRIES: Hires Jenkens & Gilchrist for Litigation WorkDOLLAR GENERAL: Reports $715.6 Million Retail Sales in JuneENDURANCE SPECIALTY: Prices $250 Million 7% Sr. Debt OfferingENRON CORP: Judge Gonzales Won't Nix Plan Negotiation LanguageEQUIFIN INC: AMEX to Move for Delisting of Company's Common StockFLEMING COMPANIES: Court Denies CHEP's Prelim Injunction RequestFOUNDATION COAL: S&P Assigns BB- Corporate Credit RatingGE CAPITAL: Fitch Affirms Low-B Ratings of 6 GECMC 2001-3 ClassesGLOBAL WATER: U.S. Bankruptcy Court Confirms Reorganization PlanGMAC COMMERCIAL: Fitch Affirms Low-B Ratings of 7 2002-C3 ClassesHAWAIIAN HOLDINGS: AFA Opposes Hawaiian Airlines Bonus PlanHERCULES INC: Names Charles Wardlaw VP & Chief Procurement OfficerHEXCEL CORP: S&P Revises Outlook To Positive From StableHOLLINGER INTERNATIONAL: Extends Consent Payment DeadlineHORIZON LINES: Carlyle Closes $650 Million Sale to Castle HarlanHUDSON RESPIRATORY: Teleflex Inc. Completes Senior Note FinancingINTERSTATE BAKERIES: Names Ronald B. Hutchison EVP and CFOKAISER ALUMINUM: Court Okays Payment To Century & NorandaJEFFWERBERPETS INC: Case Summary & 20 Largest Unsecured CreditorsKROLL INC: Adopts Merger Agreement with Marsh & McLennan CompaniesLES BOUTIQUES: National Bank Financial Recommends Modified OfferLES BOUTIQUES: Noteholders Approve Amended Plan of CompromiseLIBERATE TECH: Bankruptcy Case Transferred to San FranciscoMCMILLIN COS: S&P Assigns B+ Rating to Corporate CreditMEDIABAY INC: Names Yarvis and Neuwirth as Independent DirectorsMERRY-GO-ROUND: Trustee Hires Tom Hays as Turnaround ExpertMERRILL LYNCH: Fitch Affirms Classes H & J's Junk RatingsMIRAVANT: Demands Immediate Delisting From Berlin Stock ExchangeMORGANS HOTEL: Completes Sale of 90% Interest in Paramount HotelNETWORK INSTALLATION: Relocates Corporate HQ to Irvine, CaliforniaNEWAVE INC: Partners With IDI Global to Accelerate Current GrowthNEXEN INC: Sets Second Quarter 2004 Earnings and Conference CallNEXTEL FINANCE: S&P Rates $6.2 Billion Credit Facility at BB+NEXTWAVE: Auction Attracts Winning Bids Totaling $973.5 MillionNORTHWESTERN: Inks Pact with MPSC and MCC on Reorganization PlanNRG ENERGY: Asks Court To Approve Amended Thomassen AgreementOMI CORP: Will Not Pursue Stelmar TransactionONE EQUESTRIAN: Case Summary & 3 Largest Unsecured CreditorsPACIFIC GAS: Resolves Chevron Claim DisputesPARMALAT GROUP: Judge Drain Approves Interim Co-Pack AgreementPEGASUS SATELLITE: Court Okays Employment of ProfessionalsPER-SE TECHNOLOGIES: Will Report Q2 2004 Earnings on August 4PIVOTAL SELF: Closes Acquisition of Phantom Fiber CorporationRESIDENTIAL ASSET: Fitch Downgrades Class B Ratings to BREVLON INC: Offering $1,122.24 for Each $1,000 12% Senior NoteSINCLAIR BROADCAST: S&P Assigns BB Ratings To Term LoansSPIEGEL GROUP: Judge Allows Purchase Agreement with Newport NewsSPIEGEL GROUP: Reports $124.1 Million Net Sales in June 2004SR TELECOM: Subsidiary Launches Expanded Commercial OperationsTALCOTT NOTCH: Fitch Affirms Low-B Ratings of Classes A-4 & B-1TESORO PETROLEUM: Fitch Upgrades 4 Low-B Debt RatingsTITAN CORP: Releases Preliminary Results for Second Quarter 2004TOWER AUTOMOTIVE: Opens New Joint-Venture Facility in ChinaTSI TELSYS: Wins New Order for Turnkey RF SystemUNITED AIRLINES: Court Okays Marr Hipp as Special Labor CounselWACHOVIA BANK: Fitch Affirms Low-B Ratings of 6 2004-C12 ClassesWORLDCOM INC: Judge Gonzalez Rules KPMG Won't Be DisqualifiedW.R. GRACE: Futures Rep. Taps Phillips Goldman & Spence as CounselY-USA INC: Case Summary & 8 Largest Unsecured Creditors* Ballenger, Cleveland & Issa Expands Into High Growth Market* BOND PRICING: For the week of July 12 - July 16, 2004 *********AAIPHARMA INC: Regains Nasdaq Listing Compliance------------------------------------------------aaiPharma Inc. (Nasdaq: AAIIE) received notification from Nasdaq that the Company has evidenced compliance with the current requirements necessary for continued listing on The Nasdaq National Market. Effective with the open of business on Friday, July 9, 2004 the Company's ticker symbol will revert to AAII. About aaiPharma Inc. aaiPharma Inc. is a science-based pharmaceutical Company focused on pain management, with corporate headquarters in Wilmington, North Carolina. With more than 24 years of drug development expertise, the Company is focused on developing, acquiring, and marketing branded medicines in its targeted therapeutic areas. aaiPharma's development efforts are focused on developing improved medicines from established molecules through its significant research and development capabilities. * * *As reported in the Troubled Company Reporter's April 29, 2004 edition, Standard & Poor's Ratings Services affirmed its 'CCC' corporate credit and 'CC' subordinated debt ratings on aaiPharma Inc. At the same time, Standard & Poor's removed the ratings on the Wilmington, North Carolina-based specialty pharmaceutical company from CreditWatch. The outlook on aaiPharma is negative. "The low speculative-grade ratings reflect the company's improved but still limited liquidity given the lack of visibility of aaiPharma's profitability and cash flow generation," said Standard & Poor's credit analyst Arthur Wong. For more information on the Company, including its product development organization AAI Development Services, visit aaiPharma's website at http://www.aaipharma.com/ ADELPHIA COMMS: Wants to Employ Kirkpatrick & Lockhart ------------------------------------------------------Adelphia Communications Corp. and its debtor-affiliates asks the U.S. Bankruptcy Court for the Southern District of New York for authority to employ Kirkpatrick & Lockhart, LLP. The law firm will represent the Debtors in labor and employment, real estate and other litigation matters.Since July 25, 2002, the ACOM Debtors employed Kirkpatrick as an ordinary course professional. Due to the volume of labor matters that arose in the conduct of their businesses, the ACOM Debtors determined that it is necessary to expand Kirkpatrick's role and employ it as special counsel.Kirkpatrick, a firm with diverse practice, is one of the 50 largest law firms in the United States. It acquired national prominence in numerous practice areas, including investment management, securities enforcement, labor and employment, and insurance coverage. In addition to its main office in Pittsburgh, Kirkpatrick has offices in Boston, Dallas, Harrisburg, Miami, New York, Newark, San Francisco, Los Angeles, and Washington, D.C. Kirkpatrick has extensive expertise in representing clients in various labor matters, including collective bargaining negotiations, arbitrations and National Labor Relations Board proceedings.Kirkpatrick will provide legal representation to the ACOM Debtors in their Chapter 11 cases, including, but not limited to: (1) general advice and counseling on employment and labor- related issues; (2) representation on various labor matters, including collective bargaining negotiations, arbitrations, and NLRB proceedings; and (3) general representation, as requested by the ACOM Debtors, in connection with real estate matters, including, but not limited to, review and analysis of purchase and sale agreements, leases, and title matters.According to Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, LLP, in New York, the ACOM Debtors require knowledgeable attorneys to handle complicated labor and employment areas and those with extensive understanding of the ACOM Debtors' businesses. Kirkpatrick is well qualified to perform these services for the ACOM Debtors.In consideration for its services, Kirkpatrick will be compensated on an hourly basis, plus reimbursement of actual and necessary expenses incurred: Attorneys $180 - 550 Paralegals 110 - 180All of Kirkpatrick's rates are subject to periodic, ordinary course adjustments. The attorneys and paralegals involved in the ACOM Debtors' cases will likely span Kirkpatrick's rate ranges.According to Kirkpatrick's books and records: -- in the 90 days prior to the Petition Date, the firm received $64,000 from the ACOM Debtors and has outstanding claims for $59,000; and -- from the Petition Date, Kirkpatrick has received $305,700 in compensation for services rendered and expenses incurred pursuant to the orders approving the employment of ordinary course professional and is owed $269,000 in both billed and unbilled fees and expenses through April 2004.Thomas H. Petrides, Esq., a Kirkpatrick partner, discloses that the firm: -- does not represent any party, or hold any interest, adverse to the ACOM Debtors with respect to the matters on which it is to be retained; and -- has no connection with any of the potential parties-in- interest that would affect its ability to represent the ACOM Debtors in their Chapter 11 cases.To the extent that many of Kirkpatrick's clients might have claims against the ACOM Debtors, Mr. Petrides assures the Court that they would not represent that client in pursuing the claims.(Adelphia Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)ADESA INC: Schedules Second Quarter Earnings Release----------------------------------------------------ADESA, Inc. (NYSE: KAR) will announce its financial results for the quarter ended June 30, 2004 immediately after the financial markets close on Wednesday, July 21, 2004.Following the release, ADESA Chairman and CEO David Gartzke and ADESA Chief Financial Officer Cam Hitchcock will present an overview of financial results and other factors affecting performance during a conference call beginning at 4:30 p.m. EST.Also on the call, ALLETE President and CEO Don Shippar and ALLETE Chief Financial Officer James Vizanko will present an overview of ALLETE, Inc. (NYSE: ALE) financial results for the quarter. ALLETE is presently the controlling shareholder of ADESA, Inc.Interested parties may listen to the conference by calling (719) 457-2606 or by listening to a Webcast accessed either via the ADESA Web site at http://www.adesainc.com/or the ALLETE Web site at http://www.allete.com/With headquarters in Carmel, Indiana, ADESA is North America's largest publicly traded provider of wholesale vehicle auctions and the largest provider of used vehicle dealer floorplan financing. The company's holdings include 53 ADESA used vehicle auctions, 28 Impact salvage vehicle auctions, and 80 AFC loan production offices across North America. For further information on ADESA, Inc. visit the company's Web site at http://www.adesainc.com/ * * *As reported in the Troubled Company Reporter, June 4, 2004 issue, Standard & Poor's Rating Services assigned its 'B+' rating to ADESA Inc.'s proposed $125 million senior subordinated notes due 2012, and affirmed its 'BB' corporate credit and senior secured ratings on the Carmel, Indiana-based operator of wholesale used-vehicle auctions and provider of used-vehicle floorplan financing. The outlook is stable. AIR CANADA: Judge James Farley Approves Agreement with Airbus-------------------------------------------------------------Mr. Justice James Farley of the Ontario Superior Court approved on Friday March 19, 2004 the agreement between Airbus and Air Canada dated March 12, 2004 with respect to aircraft that have been ordered but were undelivered at the time of CCAA filing. The agreement provides for the purchase of two ultra-long-range widebody Airbus A340-500s, and their financing. The settlement also includes the cancellation of two narrowbody Airbus A321 deliveries and the deferred delivery to 2010 of three 350-seat widebody A340-600s with unilateral cancellation rights in favor of Air Canada. As part of the settlement, Airbus has agreed to waive any claim against Air Canada during the CCAA process.The purchase of these two A340-500 aircraft has been agreed to by Trinity Time Investments, Air Canada's equity plan sponsor.The Applicants intend to sell certain buyer furnished equipment relating to two A340-500 aircraft, free and clear of charges created by the Initial CCAA Order.Air Canada and AVSA S.A.R.L. were parties to three aircraft purchase agreements, including the A340-500/600 Purchase Agreement dated April 7, 1998, as amended. The A340-500/600 Purchase Agreement related to, among other things, Air Canada's acquisition of a number of aircraft, including the two A340-500 Aircraft. Under the A340-500/600 Purchase Agreement, the Aircraft were scheduled to be delivered to Air Canada in April and May 2003.As contemplated by the A340-500/600 Purchase Agreement, Air Canada furnished to AVSA the BFE so that it could be installed on the Aircraft before their delivery to Air Canada. Most of the items comprising the BFE were delivered to AVSA before April 1, 2003. However, title to the BFE remains with Air Canada.After the Petition Date, Air Canada did not take delivery of the Aircraft in April and May 2003, as contemplated by the A340-500/600 Purchase Agreement.In the context of the aircraft lease restructurings carried out by the airline, Air Canada and AVSA agreed to restructure the three aircraft purchase agreements, including the A340-500/600 Purchase Agreement, pursuant to a Memorandum of Understanding dated March 12, 2004 and a Term Sheet for the Provision of Certain Financing Support dated March 12, 2004. The MOU and the Term Sheet provide for the purchase of the Aircraft by Air Canada, the financing by AVSA, and an option to purchase certain other aircraft. The CCAA Court approved the MOU and the Term Sheet in March 2004.According to Ashley John Taylor, Esq., at Stikeman Elliott, LLP, the parties currently contemplate that, pursuant to the MOU and Term Sheet, Airbus Financial Services will finance the acquisition of the Aircraft by Air Canada from Bonaventure Limited, a corporation established by AVSA or an affiliate of AVSA for the purpose of acquiring the Aircraft and selling it to Air Canada. AVSA will sell the Aircraft, including the BFE installed thereon, to Bonaventure and will arrange for a loan to Bonaventure for the purpose of acquiring the Aircraft. Airbus Financial Services will receive security on the Aircraft to secure the obligations of Bonaventure under the loan. Bonaventure will sell the BFE-installed Aircraft to Air Canada by way of a conditional sale agreement.The delivery of the BFE-installed Aircraft to Bonaventure and then to Air Canada is scheduled to take place in June and July 2004. All of the BFE which was previously delivered to AVSA has either been installed on the Aircraft or will be installed prior to delivery of the Aircraft to Bonaventure.Under the transaction documents, title to the entire Aircraft, including the BFE, will pass to Air Canada upon payment of the financed amount. The financed amount is in respect of the net price of the Aircraft, after application of certain deposits and pre-delivery payments contemplated in the MOU and excludes the cost of the BFE. In a realization scenario any excess value in the Aircraft above Air Canada's financing obligations will flow back to Air Canada.The approval of the MOU and Term Sheet was granted on the basis that if Air Canada does not successfully emerge from the CCAA proceedings, the estate would not be prejudiced by the approval transaction other than to the extent of payments made during the CCAA proceedings. Mr. Taylor assures the Court that the sale of the BFE would not further prejudice the estate in the event Air Canada does not successfully emerge because the value of the BFE, which is contemplated to be sold to AVSA for nominal consideration, will be preserved through the mechanism of the conditional sale agreement. * * *TheCourt approves the motion to provide that any future sale of redundant or non-material assets will be free and clear of all charges created by the Initial CCAA Order.Headquartered in Saint-Laurent, Quebec Canada, Air Canada -- http://www.aircanada.ca/-- represents Canada's only major domestic and international network airline, providing scheduled and charter air transportation for passengers and cargo. The Company filed for CCAA protection on April 1, 2003 (Ontario Superior Court of Justice, Case No. 03-4932) and Section 304 petition with the U.S. Bankruptcy Court for the Southern District of New York (Case No. 03-11971). Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the Debtors' U.S. Counsel. When the Debtors filed for protection from its creditors, they listed C$7,816,000,000 in assets and C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000)AIR CANADA: CUPE Ratifies New Collective Agreement --------------------------------------------------Members of the Canadian Union of Public Employees voted to ratify the new collective agreement negotiated between Air Canada and the union representing its 6,500 flight attendants, said CUPE Air Canada Component President Pamela Sachs.Seventy per cent of members supported ratification. Voting concluded at noon on July 8, 2004."This new collective agreement represents significant sacrifices made by our members to once again save Air Canada," said Sachs. "For two years in a row our members have voted to make concessions out of their pockets while management attempts to walk away with a bonus.""It's time for a change. Our members expect their considerable financial sacrifices to turn this airline around, not to fill management's pockets. That is going to require change at the top. We need to see a change in management's philosophy and toward the people that make the airline work: its employees," said Sachs."Concessions from employees will not be enough to keep Air Canada flying and to ensure it becomes the preeminent carrier it can be," concluded Sachs.All of Air Canada's unionized employees reached new tentative agreements with the airline following concessionary negotiations in May. Air Canada said it needed to achieve concessions negotiated by the unions in 2003 in order to successfully restructure by securing a new financing deal and exitingbankruptcy protection.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.ALARIS MEDICAL: Commences Tender Offer for 7-1/4% Sr. Sub. Notes---------------------------------------------------------------- ALARIS Medical Systems, Inc. commenced a tender offer and consent solicitation for any and all of ALARIS' $175.0 million principal amount of 7-1/4 percent senior subordinated notes due 2011 (CUSIP No. 011638AD5). ALARIS is a wholly owned subsidiary of Cardinal Health, Inc. (NYSE: CAH), the leading provider of products and services supporting the health care industry. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated July 7, 2004, and a related Letter of Transmittal, which provide the terms and conditions of the tender offer and consent solicitation.In connection with the tender offer, ALARIS is soliciting consents from holders of the ALARIS notes to amend the indenture that governs the notes to eliminate or modify substantially all of the restrictive covenants and many of the provisions defining an "event of default." Consummation of the tender offer and consent solicitation is subject to various conditions, including but not limited to the receipt of the required consents in the consent solicitation.Under the notes indenture, ALARIS will have the right to exercise the "equity claw" option for 35% of the outstanding notes. The total consideration for this tender offer reflects the value of this option. The tender offer and consent solicitation are scheduled to expire at 12:00 midnight, eastern daylight time, on August 3, 2004 unless extended or terminated earlier. Holders who tender their notes on or before July 20, 2004 will receive "Total Consideration" for each $1,000 principal amount of Notes equal to the sum of (x) 35% of the "Equity Claw-Back Price" and (y) 65% of the "Fixed Spread Price." The Equity Claw-Back Price is equal to $1,072.50 per $1,000 principal amount of notes validly tendered. The Fixed Spread Price is equal to the present value on August 3, 2004 of all future cash flows on the notes to July 1, 2007 (the first date on which all notes may be redeemed at ALARIS' option), as more fully described in the Offer to Purchase and Consent Solicitation Statement. Holders tendering after the Consent Payment Deadline will only receive Offer Consideration, which is equal to the Total Consideration less the consent payment of $30.00 per $1,000 principal amount of notes.Holders who validly tender notes prior to the Consent Payment Deadline will, by tendering those notes, be consenting to the amendments to the notes indenture. Holders may not consent to the amendments without tendering their notes and may not revoke their consents without withdrawing the previously tendered notes to which the consents relate. No tenders will be valid if submitted after the Expiration Time. Holders who validly tender their notes will also receive accrued and unpaid interest up to, but not including, the settlement date. About Cardinal HealthCardinal Health, Inc. -- http://www.cardinal.com/-- is the leading provider of products and services supporting the health care industry. Cardinal Health develops, manufactures, packages and markets products for patient care; develops drug-delivery technologies; distributes pharmaceuticals, medical- surgical and laboratory supplies; and offers consulting and other services that improve quality and efficiency in health care. Headquartered in Dublin, Ohio, Cardinal Health employs more than 50,000 people on six continents and produces annual revenues of more than $50 billion. Cardinal Health is ranked No. 17 on the 2004 Fortune 500 list and was named one of the best U.S. companies by Forbes magazine for 2004. About ALARIS Medical Systems, Inc. ALARIS Medical Systems, Inc. (NYSE:AMI) develops and markets products for the safe delivery of intravenous medications. Our IV medication and infusion therapy delivery systems, software applications, needle-free disposables and related monitoring equipment are marketed in the United States and internationally. Our "smart" pumps, with the proprietary Guardrails Safety Software, help to reduce the risks and costs of medication errors, help to safeguard patients and clinicians and gather and record clinical information for review, analysis and interpretation. We provide our products, professional and technical support and training services to over 5,000 hospital and health care systems, as well as alternative care sites, in over 100 countries through our direct sales force and distributors. Headquartered in San Diego, California, we employ approximately 3,000 people worldwide. Additional information on ALARIS Medical Systems can be found at http://www.alarismed.com/ * * *As reported in the Troubled Company Reporter's May 21, 2004 edition, Standard & Poor's Ratings Services placed its 'BB-' corporate credit rating, its 'BB' senior secured bank loan rating, and its 'B' subordinated debt rating on San Diego, California-based ALARIS Medical Systems Inc. on CreditWatch with positive implications. "The CreditWatch listing follows the announcement that Cardinal Health Inc., a large medical products distribution firm, will acquire the innovative manufacturer of medication safety products for $2 billion," said Standard & Poor's credit analyst Jill Unferth. Upon completion of the transaction, Cardinal is expected to assume ALARIS' debt, including its $175 million 7.25% senior subordinated notes due in 2011, and the ratings will be raised to levels consistent with Cardinal's credit quality. At March 31, 2004, ALARIS had $338 million of debt outstanding.ALLEGHENY TECHNOLOGIES: Names New Board Committee Appointments--------------------------------------------------------------Allegheny Technologies Incorporated (NYSE:ATI) named: * James E. Rohr, 55, Chairman of ATI's Audit Committee and * Diane C. Creel, 55, Chairman of ATI's Finance Committee. Jim Rohr is Chairman and Chief Executive Officer of The PNC Financial Services Group, Inc. Diane Creel is Chairman, Chief Executive Officer and President of Ecovation Inc., a waste stream technology company. Both Mr. Rohr and Ms. Creel have been Directors of ATI since 1996. Mr. Rohr and Ms. Creel replace Frank V. Cahouet, 72, who has resigned from the Company's Board. Mr. Cahouet was Chairman, President and Chief Executive Officer of Mellon Financial Corporation prior to his retirement in 1998. "Frank Cahouet has provided many valuable contributions during his many years of service on the ATI Board," said Pat Hassey, ATI's Chairman, President and Chief Executive Officer. "We thank him for all that he has done and wish him well." About the Company Allegheny Technologies Incorporated (NYSE:ATI) is one of the largest and most diversified specialty materials producers in the world, with revenues of approximately $1.9 billion in 2003. The Company has approximately 8,800 employees world-wide and its talented people use innovative technologies to offer growing global markets a wide range of specialty materials. High-value products include nickel-based and cobalt-based alloys and superalloys, titanium and titanium alloys, specialty steels, super stainless steel, exotic alloys, which include zirconium, hafnium and niobium, tungsten materials, and highly engineered strip and Precision Rolled Stripr products. In addition, we produce commodity specialty materials such as stainless steel sheet and plate, silicon and tool steels, and forgings and castings. The Allegheny Technologies website can be found at http://www.alleghenytechnologies.com/ * * * As reported in the Troubled Company Reporter's December 29, 2003 edition, Standard & Poor's Ratings Services lowered its ratings on Pittsburgh, Pennsylvania-based Allegheny Technologies Inc. The company's ratings remain on CreditWatch, where they were placed on Oct. 23, 2003 with negative implications. Standard & Poor's Ratings Services placed its ratings on Allegheny Technologies Inc. (BB+ Corporate Credit Rating) on CreditWatch with negative implications, reflecting the company's continuing weak financial performance and heightened concerns that lackluster demand from key markets and increased global competitive pressures and high input costs will continue to more than offset management's efforts to improve its weak credit measures. In resolving the CreditWatch, Standard & Poor's will assess the company's prospects for improving its subpar profitability as well as its significant legacy liabilities in light of challenging stainless steel industry fundamentals.ARMSTRONG HOLDINGS: Court Allows Extension To File Notices----------------------------------------------------------The Bankruptcy Court gave Armstrong World Industries, Inc., Nitram Liquidators, Inc., and Desseaux Corporation of North America a further extension of their time to file notices to remove prepetition lawsuits and administrative proceedings, through and including: (i) 30 days after the date on which an order confirming the Plan is entered by the United States District Court for the District of Delaware; or (ii) 30 days after entry of an order terminating the automatic stay with respect to any particular action sought to be removed.Rebecca L. Booth, Esq., at Richards Layton & Finger, reminded Judge Fitzgerald that the Debtors are parties to numerous judicial and administrative proceedings currently pending before various courts or administrative agencies throughout the country. Due to the number of proceedings involved, and the wide variety of claims these proceedings present, the Debtors need more time to determine which, if any, of the proceedings should be removed and, if appropriate, transferred to this district.At the time that the last extension was granted, the parties anticipated that both Judge Newsome and District Judge Wolin would preside jointly over a hearing on the confirmation of the Plan in November 2003, and that the Debtors would emerge from bankruptcy by the end of 2003 -- making any further extensions of the Removal Deadline irrelevant. In light of the changed circumstances, the Debtors find it necessary to extend the Removal Period. The extension would protect the Debtors' valuable right to economically adjudicate lawsuits if the circumstances warrant removal.The extension will not prejudice the Debtors' adversaries because they may not prosecute the actions and proceedings pending relief from the stay. Furthermore, the Debtors assure the Court that the extension will not prejudice a party to a proceeding that the Debtors seek to remove because the party may seek remand of any removed action or proceeding.Headquartered in Lancaster, Pennsylvania, Armstrong World Industries, Inc. -- http://www.armstrong.com/-- the major operating subsidiary of Armstrong Holdings, Inc., designs, manufactures and sells interior finishings, most notably floor coverings and ceiling systems, around the world. The Company 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. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000) BELVIDERE BAY LLC: Case Summary & 17 Largest Unsecured Creditors----------------------------------------------------------------Debtor: Belvidere Bay LLC 518 Broadway Libertyville, Illinois 60048Bankruptcy Case No.: 04-25112Chapter 11 Petition Date: July 6, 2004Court: Northern District of Illinois (Chicago)Judge: Jack B. SchmettererDebtor's Counsel: David J. Schwab, Esq. Richards Ralph & Schwab, Chartered 175 East Hawthorn Parkway Suite 345 Vernon Hills, IL 60061 Tel: 847-367-9699Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 17 Largest Unsecured Creditors:Entity Nature Of Claim Claim Amount------ --------------- ------------Kodiak Realty, Ltd. Management Fee $73,500Lake County Collector 1st Half 2004 Real $65,000 Estate TaxesCom Ed Electric Utility $3,500 ServiceMary Petersen Miracle Daily Janitorial $2,425Cleaning ServiceThe Hartford Property and $700 Liability insuranceGreater Midwest Builders, Miscellaneous $575Inc. ongoing maintenancePeople's Energy Gas Utility Service $500Robinson Heating & Cooling, HVAC Maintenance $500Inc. ServiceKodiak Realty, Ltd. Misc. Supplies and $500 Maintenance serviceJoe Hashek Landscaping and snow $400 plowing maintenanceDam, Snell & Taveirne, Ltd. Professional $400 Accounting ServicesCity of Park City Water, Sewer and $300 Inspection FeesGroot Recycling & Waste Disposal Service $200ServicesSholl Plumbing, Inc. Plumbing Maintenance $200 ServiceSterling Elevator Service Elevator Maintenance $125SBC Fire Detection $100 telephone lineNorth Shore Sanitary Sewage Treatment $50District ServiceBIP INTERNTIONAL: Case Summary & 11 Largest Unsecured Creditors----------------------------------------------------------------Debtor: BIP Interntional, Inc. dba Global Interior Group 55 Old Turnpike Road, Suite 208 Nanuet, New York 10954-2450Bankruptcy Case No.: 04-23072Type of Business: The Debtor is an importer, exporter, wholesaler and general contractor for marine interior and joiner systems products.Chapter 11 Petition Date: July 8, 2004Court: Southern District of New York (White Plains)Debtor's Counsel: Harvey S. Barr, Esq. Barr & Haas, LLP 664 Chestnut Ridge Road P.O. Box 664 Spring Valley, NY 10977 Tel: 845-352-4080 Fax: 845-352-6777Total Assets: $359,243Total Debts: $8,224,311Debtor's 11 Largest Unsecured Creditors:Entity Nature Of Claim Claim Amount------ --------------- ------------Alpha GMBH & Co. Disputed Damage $4,353,685Schiffsbesitz KG ClaimMax Planck Strasse 35317 Bonn GermanyAlpha GMBH & Co. $2,167,552Schiffsbesitz KGMax Planck Strasse 35317 Bonn GermanyBIP Industries Co., Ltd. Purchases made for $527,94884-18 Guseo-dong, various projectsKeumjeong-ku (2003 & 2004) -Busan, Korea Trade account payablesAlpha GMBH & Co. $374,396Schiffsbesitz KGMax Planck Strasse 35317 Bonn GermanyBIP Industries Co., Ltd. Corporate Loans $374,39684-18 Guseo-dong (principal amount)Keumjeong-kuBusan, KoreaSungJu Co., Ltd. Business Loan $250,000Anderson St. Dennis & Glen Legal Fees $70,000PAMaritime and Technical Dr. Reggio (expert $52,180Service witness) Services - NY Arbitration (Giant 1)BIP Industries Co., Ltd. $33,807International Center for $10,300Dispute ResolutionSungJu Co., Ltd. $10,047BRIDGE TECHNOLOGY: Section 341(a) Meeting Slated for July 29------------------------------------------------------------The United States Trustee will convene a meeting of Bridge Technology Inc.'s creditors at 9:30 a.m., on July 28, 2004, in Room 1-159 at Ronald Reagan Federal Building, 411 W Fourth St., Santa Ana, California 92701. 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 Garden Grove, California, Bridge Technology Inc. -- http://www.bridgeus.com/-- is in the business of developing, marketing, and selling computer peripherals and computer system enhancement products. The Company filed for chapter 11 protection on June 21, 2004 (Bankr. C.D. Calif. Case No. 04-13988). Herbert N. Niermann, Esq., represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $19,498,905 in total assets and $13,067,848 in total debts.BURNS EQUIPMENT: Case Summary & 4 Largest Unsecured Creditors-------------------------------------------------------------Debtor: Burns Equipment Company, Inc. 530 Woodlake Circle Chesapeake, Virginia 23320Bankruptcy Case No.: 04-74024Chapter 11 Petition Date: June 29, 2004Court: Eastern District of Virginia (Norfolk)Judge: David H. AdamsDebtor's Counsel: John D. McIntyre, Esq. Willcox & Savage, P.C. 1800 Bank of America Center Norfolk, VA 23510 Tel: 757-628-5500Total Assets: $1,328,750Total Debts: $4,636,287Debtor's 4 Largest Unsecured Creditors:Entity Nature Of Claim Claim Amount------ --------------- ------------Bank of Hampton Roads Machinery and $2,875,000P.O. Box 1000 EquipmentChesapeake, VA 23327 Secured Value: $443,358CitiCapital Commercial Corp. $850,073Mr. Ed Kupp, Mail Box H02-115250 E. John Carpenter FreewayIrving, TX 75062City of Chesapeake 2003 Property Taxes $25,822 (due 6/10/04)Bank of Hampton Roads Deficiency Claim UnknownCANDESCENT TECH: First Meeting of Creditors Fixed for July 14-------------------------------------------------------------The United States Trustee will convene a meeting of Candescent Technologies Corp.'s creditors at 10:30 a.m., on July 14, 2004, at the U.S. Federal Building, 280 S. 1st St., Number 130, San Jose, California 95113. 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 Los Gatos, California, Candescent Technologies Corp. -- http://www.candescent.com/-- is a supplier of flat panel displays for notebook computers, communications and consumer products. The Company filed for chapter 11 protection on June 16, 2004 (Bankr. N.D. Calif. Case No. 04-53803). Ramon Naguiat, Esq., at Pachulski, Stang, Ziehl, Young et al represents the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed both estimated debt and assets of over $100 million each.CHALK MEDIA: Signs Deal With Quebecor Unit Groupe Archambault -------------------------------------------------------------Groupe Archambault's Illico on Demand, a wholly owned subsidiary of Quebecor Media, has purchased episodes of the Dave Chalk Connected television show from Chalk Media Corp. Illico on Demand will provide Quebec subscribers with instant access to the half-hour episodes of the Dave Chalk Connected television show. Illico's newly launched Video on Demand is a new service platform that is being offered to more than 1,433,000 Videotron cable customers; 240,000 of these customers currently subscribe to the Illico Digital television service. The Video onDemand service allows twenty-four hour access to programs and is exclusive to cable subscribers. Dave Chalk has stated that, "Chalk Media is excited to be part ofIllico's Video on Demand service. Video on Demand has clearly become an important aspect of television and will play a key role for television in the future". About Quebecor Inc.Quebecor Inc. (TSX: QBR.A - News, QBR.B - News) is a communications company with operations in North America, Europe, Latin America and Asia. It has two operating subsidiaries, Quebecor World Inc. and Quebecor Media Inc. Quebecor World is one of the largest commercial print media services company in the world. Quebecor Media is a leading Canadian-based media company with interests in newspaper publishing, cable television, television broadcasting, Web integration and technology, Internet portals, magazine publishing, book publishing, distribution and retailing of cultural products and business telecommunications. About Chalk Media Corp.Chalk Media (TSX-V: CKM) produces network television & in-flightentertainment programming and online training & marketing solutions. The company's television shows, ranging from Dave Chalk Computer Show to Dave Chalk Connected, have won many awards and accolades and have built a highly recognizable brand name. Leveraging this brand has allowed the company to build relationships with a blue-chip customer base and provide them withcustom online training and marketing solutions. Chalk Media's custom solutions help industry-leading companies communicate more effectively with their customers, distribution partners and employees.With offices in Toronto, Ontario and Vancouver, British Columbia, Chalk Media works with global organizations such as Samsung, Intrawest, TELUS Mobility, RBC Financial, HSBC, Future Shop, Terasen, Verizon, Sony, Bell Canada, Thomson Carswell and Microsoft.At March 31, 2004, Chalk Media Corp.'s balance sheet shows a deficit of C$416,886.COLLINS & AIKMAN: Releases Preliminary Q2 2004 Operating Results----------------------------------------------------------------Collins & Aikman Corporation (NYSE: CKC) held a meeting last week with certain institutional investors in the company's debt securities. The Company discussed preliminary financial results for the second quarter ended June 30, 2004. Conference call materials are available on the company's website at http://www.collinsaikman.com/investor/confcalls.htmlprior to the start of the meeting.Based on preliminary information, all of which is subject to review and change as the company prepares its full financial statements for the second quarter of 2004, the company estimates that sales will be in the range of $1.02 billion to $1.04 billion, operating profit will be in a range of $21 million to $27 million. Depreciation and amortization is expected to be approximately $36 million to $37 million. The company's net debt at June 30, 2004 is expected to be in the range of $1.436 billion to $1.442 billion. This information is preliminary and full financial statements are not yet prepared. This information should be reviewed in the context of the company's reported results once those are available. These estimates will be discussed on the conference call later this morning.Collins & Aikman Corporation, a Fortune 500 company, is a global leader in cockpit modules and automotive floor and acoustic systems and a leading supplier of instrument panels, automotive fabric, plastic-based trim and convertible top systems. The company's current operations span the globe through 16 countries, more than 100 facilities and nearly 24,000 employees who are committed to achieving total excellence. Collins & Aikman's high-quality products combine superior design, styling and manufacturing capabilities with NVH "quiet" technologies that are among the most effective in the industry. Information about Collins & Aikman is available on the Internet at http://www.collinsaikman.com/ * * *As reported in the Troubled Company Reporter's May 5, 2004 edition, Standard & Poor's Ratings Services placed its ratings on carpet manufacturer Collins & Aikman Floorcoverings Inc. on CreditWatch with negative implications, including the company's 'BB-' long-term corporate credit and senior secured debt ratings. The 'B' subordinated debt rating was also placed on CreditWatch. Collins & Aikman Floorcoverings' total debt outstanding at Jan. 31, 2004, was $209.3 million. "The CreditWatch placement follows the company's announcement that it is currently in discussions with its secured lenders to obtain a waiver and amendments to the covenants under its senior secured revolving credit facility for fiscal 2005 ending Jan. 31," said Standard & Poor's credit analyst Susan Ding. "Although the company expects to obtain these revisions, they have caused a delay in the company's 10-K filing with the SEC."CORAL REEF RESTAURANT: Voluntary Chapter 11 Case Summary--------------------------------------------------------Debtor: Coral Reef Restaurant, Inc. 819 8th Street Ocean City, New Jersey 08226Bankruptcy Case No.: 04-32580Type of Business: The Debtor operates a restaurant.Chapter 11 Petition Date: July 7, 2004Court: District of New Jersey (Camden)Judge: Gloria M. BurnsDebtor's Counsel: Tomas Espinosa, Esq. 4500 Cottage Place, 2nd Floor Union City, NJ 07087 Tel: 201-223-1803Estimated Assets: $1 Million to $10 MillionEstimated Debts: $500,000 to $1 MillionThe Debtor did not file a list of its 20-largest creditors.CORNING INC: Sells Frequency Control Business to Vectron Int'l--------------------------------------------------------------Corning Incorporated (NYSE:GLW) has agreed to sell its frequency control business to Vectron International, Incorporated. Financial details of the transaction are not being disclosed. Corning Frequency Control, part of Corning's telecommunications segment, was acquired in 2000 as part of Corning's purchase of Oak Industries. CFC designs and manufactures precision crystal oscillators, resonators, and filters that serve as stable frequency references for a broad range of wireless and wireline communications technologies. Vectron International is an industry veteran in the design, manufacture and marketing of crystal and Surface Acoustic Wave products. Corning expects to close the transaction in the third quarter of this year and realize a loss of approximately $25 million pre-tax in its third quarter results including the allocation of a portion of the telecommunications segment's goodwill. About Corning Incorporated Corning Incorporated -- http://www.corning.com/-- is a diversified technology company that concentrates its efforts on high-impact growth opportunities. Corning combines its expertise in specialty glass, ceramic materials, polymers and the manipulation of the properties of light, with strong process and manufacturing capabilities to develop, engineer and commercialize significant innovative products for the telecommunications, flat panel display, environmental, semiconductor, and life sciences industries. * * * As reported in the Troubled Company Reporter's March 11, 2004 edition, Standard & Poor's Rating Services assigned its 'BB+' rating to Corning Inc.'s proposed $400 million senior unsecured notes, consisting of a $200 million 10-year and a $200 million 12- year offering under the company's existing shelf registration. At the same time, Standard & Poor's affirmed its 'BB+' corporate credit rating and its other ratings on Corning. Proceeds of the issuance are expected to be used primarily to repay existing debt and for other corporate purposes. The ratings outlook is stable. "While the debt offering is viewed as a mild positive by improving the term structure of Corning's debt profile in addition to already substantial debt reduction, we remain mainly focused on cash flow and earnings improvement by Corning," said Standard & Poor's credit analyst Robert Schulz. Fitch Ratings also assigned a 'BB' rating to Corning Inc.'s proposed debt offering of $400 million of senior unsecured notes, consisting of two tranches of $200 million due 2014 and 2016. The 'B' convertible preferred stock is affirmed. According to Fitch, Corning's ratings reflect the strained but improved credit protection measures, negative free cash flow, and stabilizing but still challenging telecommunications end-markets which still comprised 46% of revenue as of December 31, 2003. Also recognized are the company's improved balance sheet and liquidity and leading positions in diverse markets.CRITICAL PATH: OTC Lists Rights to Purchase E Preferred Stock-------------------------------------------------------------Critical Path, Inc. (Nasdaq:CPTH) announced that its transferable subscription rights to purchase up to $21 million of Series E Preferred Stock of Critical Path in the previously announced rights offering will be quoted on the OTC Bulletin Board under the symbol CPTHR beginning on July 9, 2004. Critical Path has also been advised by Schwab Capital Markets L.P. that it intends to make a market in the transferable subscription rights until the expiration of the rights offering. The dealer-manager of the rights offering is Perseus Advisors, LLC. Additional copies of the prospectus and subscription documents may be obtained by writing to the information agent, Georgeson Shareholder Communications, Inc., 17 State Street, 10th Floor, New York, NY 10004, or by calling toll-free (800) 843-1451. Georgeson Shareholder Communications, Inc. will also answer questions and provide assistance concerning the subscription process. A post-effective amendment to the registration statement relating to these securities has been filed with the Securities and Exchange Commission and has been declared effective. The rights offering will only be made by means of a prospectus. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities in the rights offering, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. About Critical Path, Inc. Critical Path, Inc. (Nasdaq:CPTH) is a global provider of digital communications software and services, headquartered in San Francisco. More information is available at http://www.criticalpath.net/ At March 31, 2004, Critical Path's balance sheet shows a stockholders' deficit of $90.6 million compared to a deficit of $77.2 million at December 31, 2003.DII INDUSTRIES: Hires Jenkens & Gilchrist for Litigation Work-------------------------------------------------------------DII Industries, LLC, asks the U.S. Bankruptcy Court for permission to employ Jenkens & Gilchrist as their special counsel in connection with their Chapter 11 cases, nunc pro tunc to the Petition Date.The Debtors state that J&G is familiar with their operations, has previously provided legal services to them, and will provide services that are necessary to the discharge of their duties as debtors-in-possession. The Debtors tell the Court that the J&G attorneys have the experience and expertise required to perform the tasks necessary to their Chapter 11 cases.According to the Debtors, J&G will advise and represent KBR, Inc., as a defendant in connection with a certain litigation with Hirschfield Steel Company, Inc., and the Harris County/Houston Sports Authority concerning the construction of Minute Maid Park, formerly known as Enron Field. In addition, J&G will advise and represent KBR on some environmental matters and on some immigration matters for KBR employees.J&G was retained by the Debtors to continue performing these services as an ordinary course professional pursuant to a Court Order dated December 18, 2003. However, because J&G's fees for these services have exceeded the maximum amount allowed for qualification as an ordinary course professional, it is now necessary for J&G to be retained as special counsel to the Debtors pursuant to Section 327(e) of the Bankruptcy Code.The Debtors will compensate J&G according to its standard hourly rates: Partners $295 - 765 Of Counsel 290 - 555 Associates 180 - 495 Legal Para-professionals 75 - 185J&G's rates are adjusted from time to time to reflect changes in seniority, inflation, and other economic factors and conditions. The Debtors will also reimburse J&G for the out-of-pocket expenses it incurred in connection with the Debtors' cases.Nicholas A. Simms, Esq., assures the Court that J&G does not have an interest materially adverse to the interest of the Debtors' estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors or an investment banker.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. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)DOLLAR GENERAL: Reports $715.6 Million Retail Sales in June-----------------------------------------------------------Dollar General Corporation (NYSE: DG) reported total retail sales for the June five-week period ended July 2, 2004, equaled $715.6 million compared with $649.7 million last year, an increase of 10.1 percent. Same-store sales for the June period increased 2.3 percent. The average customer purchase in June was approximately $8.43 compared to $8.39 in the same period last year. Customer transactions in same-stores increased approximately 2.1 percent. For the nine weeks ended July 2, 2004, Dollar General total retail sales increased 11.0 percent to $1.3 billion from $1.2 billion for the nine weeks ended July 4, 2003. Same-store sales for the nine-week period increased 3.0 percent. For the 22 weeks ended July 2, 2004, Dollar General total retail sales increased 11.2 percent to $3.0 billion from $2.7 billion for the 22 weeks ended July 4, 2003. Same-store sales for the 22 weeks increased 3.1 percent. New Store Openings The Company opened 65 Dollar General stores in 24 states during the five-week period ended July 2, 2004. The 65 newest Dollar General store locations include nine in Wisconsin; eight in Texas, five in North Carolina, four in Arizona, three each in Florida, Iowa, Illinois, Louisiana, New Mexico, New York and Ohio; two each in Georgia, Michigan, Tennessee, Virginia and West Virginia; and one each in Alabama, Indiana, Kentucky, Maryland, Mississippi, Oklahoma, Pennsylvania and South Carolina. The Company closed 11 Dollar General stores during the period. The Company also opened two Dollar General Markets, one each in Tennessee and Kentucky, during the five-week period ended July 2, 2004. Year-to-date, the Company has opened 357 Dollar General stores and two Dollar General Markets and has closed 39 Dollar General stores. About Dollar General Dollar General is a Fortune 500(R) discount retailer. Dollar General stores offer convenience and value to customers by offering consumable basic items that are frequently used and replenished, such as food, snacks, health and beauty aids and cleaning supplies, as well as a selection of basic apparel, housewares and seasonal items at everyday low prices. The Company store support center is located in Goodlettsville, Tennessee. Dollar General's Web site is at http://www.dollargeneral.com/ * * *As reported in the Troubled Company Reporter's April 19, 2004 edition, Standard & Poor's Ratings Services revised its outlook on Dollar General Corp. to positive from negative. The revision is based on a preliminary resolution of the SEC investigation into accounting changes. The ratings on the company, including the 'BB+' corporate credit rating, were affirmed. "The ratings on Goodlettsville, Tenn.-based Dollar General reflect a highly competitive discount retail environment and risks associated with an aggressive expansion program, somewhat mitigated by a good market position and satisfactory cash flow protection," said Standard & Poor's credit analyst Mary Lou Burde.ENDURANCE SPECIALTY: Prices $250 Million 7% Sr. Debt Offering-------------------------------------------------------------Endurance Specialty Holdings Ltd. (NYSE:ENH), a Bermuda-based provider of property and casualty insurance and reinsurance, announced the pricing of $250 million principal amount of 7% Senior Notes. The Senior Notes will initially be offered by the underwriters at a price of 99.108% of their principal amount, providing an effective yield of 7.072%, and, unless previously redeemed, will mature on July 15, 2034. Endurance expects to use a portion of the net proceeds from the offering to repay the $103 million term loan outstanding under its bank credit facility and to use the remaining proceeds for general corporate purposes, including potential acquisitions and repurchases of its shares and share equivalents. The joint-book running managers are J.P. Morgan Securities Inc. and Barclays Capital Inc. A shelf registration statement relating to this offering was originally filed with the U.S. Securities and Exchange Commission on June 15, 2004 and has since been declared effective. This offering will be made pursuant to a prospectus supplement to the shelf registration statement on file with the SEC. Copies of the prospectus supplement, when available, may be obtained from J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017, Tel: (212) 834-4533 and from Barclays Capital Inc., 200 Park Avenue, New York, New York 10166, Tel: (212) 412-2663. About Endurance Specialty Holdings Endurance Specialty Holdings Ltd. is a global provider of property and casualty insurance and reinsurance. Through its operating subsidiaries, Endurance currently writes property per risk treaty reinsurance, property catastrophe reinsurance, casualty treaty reinsurance, property individual risks, casualty individual risks, and other specialty lines. Endurance's operating subsidiaries have been assigned a group rating of A from A.M. Best and A- from Standard & Poor's. Endurance's headquarters are located at Wellesley House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda and its mailing address is Endurance Specialty Holdings Ltd., Suite No. 784, No. 48 Par-la-Ville Road, Hamilton HM 11, Bermuda. For more information about Endurance, please visit http://www.endurance.bm/ * * * As reported in the Troubled Company Reporter's June 18, 2004 edition, Standard & Poor's Ratings Services assigned its 'BBB' counterparty credit rating to Endurance Specialty Holdings Ltd. and its preliminary 'BBB' senior debt, 'BBB-' subordinated debt, and 'BB+' preferred stock ratings to the company's $1.8 billion universal shelf registration. "The ratings on Endurance are based on its strong competitive position, which is supported by a diversified business platform," noted Standard & Poor's credit analyst Damien Magarelli. "In addition, Endurance maintains strong capital adequacy and strong operating performance." Offsetting these positive factors are concerns about Endurance's exposure to catastrophes and minimal reinsurance protections. Endurance also is a relatively new operation, and management has not been tested through difficult market cycles.ENRON CORP: Judge Gonzales Won't Nix Plan Negotiation Language--------------------------------------------------------------In Enron Corporation's chapter 11 cases, Appaloosa Management, LP, and Angelo Gordon & Co., LLP asked the Bankruptcy Court to issue an order in limine to preclude the Debtors and the Creditors Committee from introducing evidence at the hearing with respect to the Plan Confirmation and the Motion to Approve the Global Compromise of Inter-Estate Issues concerning their purported negotiations of the global compromise embodied in the Plan.At the hearing scheduled on June 3, 2004 with respect to the confirmation of the Plan and the Global Compromise Motion, the Debtors need to prove that the Plan was proposed in good faith and that the purported settlement and compromise that is the subject of the Global Compromise Motion was the product of good faith, arm's-length negotiations between the parties. Recognizing these requirements, the Debtors' Global Compromise Motion and the Disclosure Statement are replete with representations that the Debtors and the Creditors Committee have engaged in "extensive," "vigorous," "good faith," and "arm's-length" negotiations. Yet, Richard F. Casher, Esq., at Kasowitz, Benson, Torres & Friedman, LLP, in New York, contends that despite those representations and the significance of the issue, the Debtors and the Creditors Committee have refused to disclose the substance of the negotiations between them. The Committee and the Debtors assert that they are entitled to withhold the information on the grounds of a common interest privilege. "That position has no merit," Mr. Casher remarks. "There is no common interest privilege for negotiations between adversaries with respect to the terms of a potential settlement or plan of reorganization and, even if there were, the Debtors and the Committee have waived any privilege by placing their purported negotiations over the terms of the Plan squarely at issue in this case."Mr. Casher contends that if the Debtors and the Committee were in fact sufficiently united in interest throughout the time that they were designing and composing the Plan to justify the assertion of common interest privilege, then, by definition, they could not have been engaged in arm's-length negotiations with each other and the Debtors cannot satisfy the requisite burdens they must meet to obtain approval of the Plan or the Global Compromise Motion. Yosemite/CLN Noteholders Ad Hoc Committee Joins InThe Ad Hoc Committee joins Appaloosa Management, LP, and Angelo, Gordon & Co., LP, in their request to preclude the Debtors and the Creditors Committee from introducing evidence at the Confirmation Hearing regarding their negotiations of the Global Compromise. * * *For reasons stated in open court, Judge Gonzalez denies Appaloosa's request in its entirety. The Court reserves until a later date, to the extent necessary, any ruling on the question of the standing of Appaloosa and the Ad Hoc Committee to object to the confirmation of the Debtors' Fifth Amended Plan, as modified. The Court will address the question of whether sanctions should be imposed against Appaloosa and the Ad Hoc Committee pursuant to the Debtors' and the Committee's requests for costs and attorneys' fees at a separate hearing on appropriate notice to be provided by the Debtors.(Enron Bankruptcy News, Issue No. 115; Bankruptcy Creditors' Service, Inc., 215/945-7000)EQUIFIN INC: AMEX to Move for Delisting of Company's Common Stock-----------------------------------------------------------------At the close of business on July 7, 2004, the American Stock Exchange notified EquiFin, Inc. (AMEX:II) that it intends to make application to the Securities and Exchange Commission to strike EquiFin's common stock from listing and trading on the AMEX. The delisting application will be made as a result of the Company's inability to comply, at June 30, 2004, with the AMEX's continued listing standards set forth in Sections 1003 (a) (ii) - (iv) of the AMEX Company Guide due to (i) its stockholder's equity being less than $4 million and having sustained losses from continuing operations and/or net losses in three of its most recent fiscal years, (ii) its stockholder's equity being less than $6 million while having sustained losses in its five most recent fiscal years, and (iii) the existence of circumstances that make it questionable to the AMEX as to whether the Company will be able to continue its current operations and meet ongoing obligations. The Company has the right to appeal AMEX's decision to delist its common stock from trading on the Exchange, but at this time it has no reason, or intention, to do so. If the Company makes no application to appeal this AMEX decision, the trading of EquiFin's common stock on AMEX will cease on July 14, 2004. The Company intends to make application to NASDAQ for the trading of its common stock in the over-the-counter bulletin board market.EquiFin, Inc., (AMEX:II AND II,WS) an early stage, commercial finance company provides a range of capital solutions to small and mid-size business enterprises. * * * In its Form 10-KSB for fiscal year ended December 31, 2003 filed with the Securities and Exchange Commission, Equifin, Inc. reports: Liquidity and Capital Resources "Cash used in operating activities amounted to $916,000 for the year ended December 31, 2003. Investing activities required cash of $6,904,000, which included $7,474,000 for development of the loan portfolio which was offset to an extent by $250,000 received from the sale of a participation. Financing activities provided $8,510,000 in cash, which included $6,066,000 in borrowings and $2,880,000 from the sale of convertible notes. The result of these activities was a net increase in cash of $690,000 which increased cash to $1,078,000 at year-end December 31, 2003. "In December 2001, Equinox Business Credit Corp., an 81% owned subsidiary of the Company, entered into a Loan and Security Agreement with Wells Fargo Foothill, which provided for the initiation of a $20,000,000 revolving credit facility. The agreement provides for interest at the prime rate plus 1.25% (equal to 5.25% at December 31, 2003). Equinox is permitted to borrow under the Credit Facility at up to 85% of the borrowing base, which consists of eligible notes receivable, as defined in the Agreement. Under the terms of the Agreement, as amended, Equinox must maintain tangible net worth (including subordinated debt) of $3,000,000 from December 31, 2003 through February 29, 2004; $3,050,000 through May 31, 2004; $3,100,000 through August 31, 2004 and $3,150,000 thereafter; a leverage ratio, as defined, of not more than 5 to 1 and an interest coverage ratio of not less than 1.1 to 1, increasing to 1.25 to 1 beginning April 2004. Equinox did not maintain the tangible net worth requirement for December 31, 2002, January 31, 2003, February 28, 2003 and June 30, 2003 and the interest coverage ratio at September 30, 2003. Through amendments to the Agreement, the lender waived the defaults for those periods. "During 2004, Equinox is also required to realize, for each fiscal quarter in 2004, 75% of its projected revenues and projected earnings before tax based on projections previously furnished to Foothill. All the assets and the capital stock of Equinox are pledged to secure the Credit Facility, which is also guaranteed by the Company. There was $9,839,000 outstanding on the Credit Facility at December 31, 2003. The Agreement matures December 19, 2004 and the has lender informed the Company that it does not currently intend to renew the agreement. "The Company will seek to replace the credit facility prior to maturity, however there can be no assurance that such efforts will be successful. If our current facility is not replaced, we might negotiate a sale of our portfolio, apply all cash flow generated by the loans securing the facility to pay down our borrowings thereby adversely effecting our liquidity position. In this situation, we may not be able to satisfy our outstanding loan commitments, originate new loans or continue to fund our operations." Also, the report of Equifin Inc.'s independent public accountants includes this paragraph: "The Company incurred net losses and negative cash flows from its operating activities during 2003 and 2002. As of March 12, 2004, the Company did not have any other source of funds to replace the funds provided by the credit facility when it expires in December 2004. Such matters raise substantial doubt about the Company's ability to continue as a going concern."FLEMING COMPANIES: Court Denies CHEP's Prelim Injunction Request----------------------------------------------------------------In Fleming Companies, Inc.'s chapter 11 cases, Kurt F. Gwynne, Esq., at Reed Smith, LLP, in Wilmington, Delaware, tells the Court that CHEP USA leases wooden pallets to third parties, but at all times retains ownership of the pallets. To evidence that ownership, CHEP paints its pallets a distinctive blue color and imprints the pallets with CHEP's logo and the words "Property of CHEP." These pallets are never sold with the goods they transport. At the end of the supply chain, the receiving distributor off-loads the goods from the pallets and is responsible for returning the CHEP pallets to the nearest CHEP service center. The Distribution Letter AgreementIn September 1991, CHEP and Fleming signed a distribution letter agreement authorizing Fleming to receive the CHEP pallets from various manufacturers and others as a participating distributor in the CHEP pooling system. In the letter agreement, Fleming acknowledged CHEP's ownership interest in the pallets. Fleming agreed to use CHEP pallets to transfer loads to retail stores, and to bring the pallets back to Fleming's warehouse when the store has removed the goods from them. Fleming agreed to segregate the CHEP pallets from other pallets and return them to CHEP at Fleming's expense for redistribution into the CHEP pooling system.Under the letter agreement, Fleming agreed to pay CHEP an assessment of $15 per pallet for any lost or unaccounted for pallets. Lost pallets, which were later found, could be delivered to CHEP and an appropriate adjustment would be made. In a 1992 letter, CHEP agreed to reduce the damage assessment for lost pallets to $5 to the extent that the aggregate number of pallets deemed lost in any 12-month period did not exceed 1% of the number of pallets transferred to Fleming in that 12-month period.In August 2003, CHEP conducted an audit of the pallets at all of Fleming's distribution centers and found out that the Debtors lost 957,383 pallets. Of that number, the Debtors lost 316,401 pallets since the Petition Date. Accounting and the Kmart ClaimCHEP's ownership interest was expressly recognized and preserved under the Court Order approving the sale of the Debtors' Wholesale Business to C&S Acquisition. The Sale Order directed the Debtors to account for all of CHEP's pallets. However, Fleming failed to account to CHEP for the whereabouts of the 957,384 pallets lost.In December 2003, while reviewing Fleming's records in response to a discovery request, CHEP discovered that Fleming had filed an application for allowance and payment of an administrative expense claim in the bankruptcy case of In re Kmart Corporation in the U.S. Bankruptcy Court for the Northern District of Illinois. Fleming claimed that Kmart owed it $30,344,222, and attached a "Postpetition Balances A/R and A/P" which included a claim for CHEP pallets shipped by Fleming to Kmart after Kmart's bankruptcy filing, valued at $5,827,517, which amount equals 363,499 pallets at $15 per pallet.CHEP concludes that Fleming is charging Kmart a lost pallet fee for the CHEP pallets that Fleming delivered to Kmart. Fleming had no right to charge the lost pallet fee because the pallets are owned by CHEP -- not Fleming.In March 2003, Kmart asked the Illinois Bankruptcy Court to approve a settlement with Fleming, in which Fleming agreed to reduce its claim from $30.3 million to $15 million. Kmart agreed to pay Fleming $15 million on account of the allowed administrative claim no later than three business days after the settlement was approved. Later that month, Judge Susan Pierson Sonderby approved the settlement. Based on the settlement, Kmart paid Fleming $5,827,517 for the CHEP pallets Kmart lost.Mr. Gwynne contends that Fleming intentionally and improperly kept the funds for the CHEP pallets for which it had no right to receive and retain payment. By charging and retaining the fees paid by Kmart, Fleming improperly exercised dominion and control over the payment made for lost CHEP pallets in violation of CHEP's ownership rights and the distributor agreement.For these reasons, CHEP asks Judge Walrath to enjoin Fleming from reducing its cash below the amount of the settlement with Kmart. CHEP also seeks damages equal to the total value of its lost pallets. Fleming AnswersFleming denies all material allegations asserted by CHEP. However, Fleming admits that some, but not all, of the pallets that it delivered to Kmart were pallets owned by CHEP.Fleming asks the Court to dismiss CHEP's claims for unjust enrichment and imposition of a constructive trust based on three grounds: (1) The constructive trust fails because there is no identifiable res to which the trust may attach; (2) Fleming did not act as a conduit on CHEP's behalf when it received funds from Kmart in settlement of its administrative claim; and (3) CHEP does not allege facts establishing its right to a constructive trust.Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub, PC, in Wilmington, Delaware, contends that, since a constructive trust cannot be imposed, the unjust enrichment claim presents, at best, a duplicative unsecured claim. CHEP also does not state a claim for conversion, and its request for injunction is mooted by its inability to state a claim for imposition of a constructive trust.Ms. McFarland says that, although CHEP claims that Fleming received $5,827,517 from Kmart for the CHEP pallets, Fleming received a $15 million lump-sum payment from Kmart in settlement of several claims. No particular portion of that payment was allocated to CHEP's pallets, and no particular portion of that payment is thus an identifiable trust res.CHEP cannot establish that Fleming was merely a conduit for the Kmart payment. An entity acts as a conduit when it collects money from one source and forwards it to its intended recipient. There is nothing showing any obligation on Fleming's part to turn over any portion of the Kmart payment to CHEP, nor any showing that Fleming acted as CHEP's collection agent. Fleming's liability to CHEP is based entirely on its contract with CHEP, and is independent of any liability of Kmart to Fleming. Fleming, and Fleming alone, bears the risk of any pallets it loses or cannot account for.CHEP also does not show any federal interest in the contractual arrangement of the parties. In these circumstances, state law controls whether a constructive trust may be imposed. Fleming's actions in settling its claims with Kmart do not give rise to a constructive trust under the more rigorous state law standards. * * * At the hearing, the Debtors argued that, because their cash on hand balance will not fall below $20 million, no injunction is needed as CHEP could not be harmed on its $5 million claim. The Debtors would continue to maintain sufficient cash on hand to preserve CHEP's ability to trace its trust res pursuant to the lowest intermediate balance test.Consequently, CHEP deposed the corporate representative for Kmart relating to the issues raised in the Adversary Proceeding. Kmart's representative testified that it expected a release on all of the items set forth in the administrative claim and that Kmart did not exclude the CHEP pallet claim from the settlement payment.The Court held that Kmart may have decided not to pay any of the pallet claim because Kmart may have felt it was worthless. Accordingly, the Court denies CHEP's request for preliminary injunction.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. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000)FOUNDATION COAL: S&P Assigns BB- Corporate Credit Rating --------------------------------------------------------Standard & Poor's Rating Services assigned its 'BB-' corporate credit rating to Linthicum Heights, Maryland-based Foundation Coal Corp. The outlook is stable.In addition, Standard & Poor's assigned its 'BB-' bank loan rating and recovery rating of '4' to Foundation PA Coal Co.'s proposed $785 million secured credit facility, consisting of a $350 million revolving credit facility maturing in 2009 and a $435 million term loan B facility maturing in 2011. The 'BB-' rating is the same as the corporate credit rating; this and the '4' recovery rating indicate a marginal expectation of full recovery of principal in the event of a default. Standard & Poor's also assigned its 'B' rating to Foundation PA Coal's proposed $335 million senior unsecured notes, maturing in 2014."The ratings on Foundation Coal reflect its aggressive financial leverage, limited operating diversity, inherent operating risks, and exposure to expiring western coal supply contracts that are currently above spot prices," said Standard & Poor's credit analyst Dominick D'Ascoli. Partially offsetting these risks are its competitive cost position and favorable coal industry conditions.Foundation Coal will use the proceeds from the term loan and the senior unsecured notes in conjunction with $196 million of private equity to finance the $966 million acquisition of RAG American Coal Holding Inc. from RAG Coal International AG. Foundation Coal is owned by a private equity consortium consisting of First Reserve Corp., Blackstone Group L.P., and American Metals & Coal International, whose equity interests are 42.5%, 42.5%, and 15%, respectively. The transaction is expected to close in the third quarter of 2004. Foundation Coal has no assets apart from what it will be acquiring in this acquisition. The assets that Foundation Coal is acquiring from RAG American produced approximately 65 million tons of coal, or about 6% of total U.S. production in 2003, from four regions, including the Powder River Basin, the Illinois Basis, Central and Northern Appalachia.Standard & Poor's has a favorable near-term outlook for the coal industry because the factors responsible for the surge in spot coal prices remain in place and likely will persist in the short term. Depleting reserve bases in the Central Appalachia region, along with difficulties in permitting brownfield and greenfield expansions; lack of surety bond issuances; environmental lawsuits; and increased regulation have contributed to higher costs and declining production.GE CAPITAL: Fitch Affirms Low-B Ratings of 6 GECMC 2001-3 Classes-----------------------------------------------------------------Fitch affirms GE Capital Commercial Mortgage Pass-Through Certificates, series 2001-3, as follows: --$243.8 million class A-1 'AAA'; --$478.9 million class A-2 'AAA'; --Interest-only classes X-1 and X-2 'AAA'; --$42.2 million class B 'AA'; --$38.6 million class C 'A'; --$13.3 million class D 'A-'; --$7.2 million class E 'BBB+'; --$14.5 million class F 'BBB'; --$12.0 million class G 'BBB-'; --$27.7 million class H 'BB+'; --$8.4 million class I 'BB'; --$7.2 million class J 'BB-'; --$12.0 million class K 'B+'; --$4.8 million class L 'B'; --$4.8 million class M 'B-'.Fitch does not rate $21.7 million class N.The rating affirmations reflect the consistent overall loan performance and minimal reduction of the pool balance since closing. As of the June 2004 distribution date, the pool has paid down 2.8% to $937.1 million from $963.8 million at issuance.As of year-end 2003, the weighted average debt service coverage ratio for the pool is relatively stable at 1.64 times (x), from 1.67x as of YE 2002 for the same loans. However, the YE 2003 performance has increased since the 1.52x DSCR reported at issuance. The weighted average DSCR was calculated using financial statements collected as of June 2004 by the master servicer, GEMSA Loan Services, LP, for 99.00% of the loans remaining in the pool.Of concern in the transaction are two loans (0.85% of the pool) in special servicing. The first loan (0.68%) is secured by a multifamily apartment complex located in Centerville, OH. The special servicer conducted a foreclosure sale, in which the lender was the winning bidder. The second loan (0.17%), which is secured by a multifamily complex located in Middletown, OH, became REO in June 2004. While Fitch expects losses associated with these loans, the nonrated class N is sufficient to absorb losses at this time.GLOBAL WATER: U.S. Bankruptcy Court Confirms Reorganization Plan ----------------------------------------------------------------The U.S. Bankruptcy Court for the District of Colorado confirmed a chapter 11 plan of reorganization for Global Water Technologies, Inc., (OTC: GWTRQ). George Kast, Chairman and CEO stated, "We are delighted that these proceedings have concluded favorably. We will now move forward with the recovery efforts and the significant opportunities we have developed in one of the world's largest markets -- the water industry. Our past successes and proprietary technologies position GWT to become one of the world's leading water purification and services companies. The partnerships we have solidified during the past 12 months will enhance our product offerings, increase our distribution channels and accelerate our growth."The world's thirst for purified water continues to grow while the world's supply of fresh water is diminishing." About Global Water TechnologiesGlobal Water Technologies, Inc. (OTC: GWTRQ) is a water purification and services company with "clearly" innovative technologies, focused on the energy, oil and gas, process, HVAC and municipal markets. The company utilizes its proprietary technologies and services program to increase operating efficiencies, reduce water use and costs through its' comprehensive water management solutions. GWT's products treat over 10 billion gallons of water per day. GWT, through its former subsidiaries, has an established client base of over 500 customers in more than 25 countries worldwide and cumulative revenues in excess of $350 million. Some of these customers include: YORK International, Exelon, U.S. Air Force, DaimlerChrysler, General Electric.The Company filed for chapter 11 protection on May 14, 2003 (Bankr. Colo. Case No. 03-19278). Robert Padjen, Esq., at Rubner Padjen and Laufer LLC represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $60,023,000 in total assets and $55,544,553 in total debts.GMAC COMMERCIAL: Fitch Affirms Low-B Ratings of 7 2002-C3 Classes-----------------------------------------------------------------Fitch affirms GMAC Commercial Mortgage Pass-Through Certificates, series 2002-C3, as follows: --$194.2 million class A-1 'AAA'; --$406.4 million class A-2 'AAA'; --Interest-only classes X-1 and X-2 'AAA'; --$29.2 million class B 'AA'; --$11.7 million class C 'AA-' --$18.5 million class D 'A'; --$11.7 million class E 'A-'; --$9.7 million class F 'BBB+'; --$9.7 million class G 'BBB'; --$9.7 million class H 'BBB-'; --$18.5 million class J 'BB+'; --$8.7 million class K 'BB'; --$5.8 million class L 'BB-'; --$4.9 million class M 'B+'; --$3.9 million class N 'B'; --$2.7 million class O-1 'B-'; --$1.2 million class O-2 'B-'. Fitch does not rate $17.5 million class P.The rating affirmations reflect the consistent loan performance and minimal reduction of the pool collateral balance since closing. As of the June 2004 distribution date, the pool has paid down 1.71% to $763.9 million, from $777.4 million at issuance.As of year-end 2003, the weighted average debt service coverage ratio (DSCR) for the pool has increased to 1.61 times (x), from 1.59x as of YE 2002 for the same loans. The weighted average DSCR was calculated using financial statements collected as of June 2004 by the master servicer, GMAC Commercial Mortgage, for 61.25% of the loans in the pool.There is currently one loan (1.23%) in special servicing. The loan is secured by an industrial building located in Muhlenberg Township, PA. The special servicer is pursuing foreclosure on the property and losses, if any, associated with the disposition of this loan that are unknown at this time.HAWAIIAN HOLDINGS: AFA Opposes Hawaiian Airlines Bonus Plan-----------------------------------------------------------The Association of Flight Attendants--CWA, AFL-CIO, wants a federal bankruptcy court to reject a scheme offered by the trustee of Hawaiian Airlines to give huge bonuses to its executives and managers, even though the carrier has extracted concessions from its employees."Flight attendants made substantial sacrifices in order to ensure the recovery of our airline," said Sharon Soper, president of the AFA Master Executive Council at Hawaiian. "Now the trustee wants the bankruptcy court to approve a plan that would reward managers who did not share in these sacrifices."In March 2003, Hawaiian flight attendants agreed to a package of contract concessions worth $3.475 million per year in order to keep the carrier aloft - - just slightly more than the amount now earmarked for management bonuses. Earlier this year, the company demanded more concessions although it had returned to profitability.The AFA filing notes that the plan offered by Trustee Joshua Gotbaum, offered as a way to retain executives, in no way compels managers to remain at Hawaiian.More than 46,000 flight attendants join together to form AFA, the world's largest flight attendant union. AFA is part of the 700,000 member strong Communications Workers of America, AFL-CIO. Visit us at http://www.afanet.org/ About Hawaiian Holdings Hawaiian Holdings is a Delaware corporation that has been public since August 2002, when Hawaiian Airlines, which had been publicly held, became its wholly owned subsidiary in an internal corporate reorganization. Hawaiian Airlines filed for chapter 11 bankruptcy protection on March 21, 2003. HERCULES INC: Names Charles Wardlaw VP & Chief Procurement Officer------------------------------------------------------------------Charles Wardlaw joined Hercules Incorporated (NYSE:HPC) as Vice President and Chief Procurement Officer, reporting to Craig A. Rogerson, President and CEO. "Global Procurement plays a crucial role in achieving our business objectives, especially since economic conditions are producing increased pricing pressure on raw materials. "Chuck brings the knowledge and experience to Hercules that will further strengthen our Procurement organization and take that function to even higher levels of performance. His broad perspective will make him a valuable addition to our Senior Management Team," said Mr. Rogerson. Prior to joining Hercules, Mr. Wardlaw served as Vice President, Strategic Sourcing for Tyco International's Fire & Security Segment. He was instrumental in transitioning the strategic sourcing/global purchasing organization from a highly decentralized to a centralized, competency-based model. Prior to joining Tyco International in 2001, he was Global Sourcing Director for DuPont Dow Elastomers, LLC. His professional career with the DuPont Company spanned more than two decades, during which he held various positions of increasing responsibility including Technology Superintendent, Corian Building Products; and management positions in business planning, sales, marketing and manufacturing. Mr. Wardlaw earned a B.S. in Chemical Engineering from the University of Pennsylvania as well as a Fellowship to the University of London, Imperial College, where he received an M.Sc. He holds an MBA in Finance and International Business from Temple University.Hercules manufactures and markets chemical specialties globally for making a variety of products for home, office and industrial markets. For more information, visit the Hercules website at http://www.herc.com/ * * * As reported in the Troubled Company Reporter's March 24, 2004 edition, Standard & Poor's Ratings Services revised the outlook on Hercules Inc. to stable from positive. The outstanding ratings including the 'BB' corporate credit rating on this Wilmington, Del.-based company were affirmed. Standard & Poor's also assigned its 'B+' rating to Hercules' proposed $250 million senior subordinated notes due 2034. At the same time, Standard & Poor's assigned its 'BB' senior secured bank loan rating and its recovery rating of '2' to the company's proposed $150 million revolving credit facility due 2007 and $400 million term loan due 2010, based on preliminary terms and conditions. The 'BB' rating is the same as the corporate credit rating; this and the '2' recovery rating indicate that bank lenders can expect substantial (80%-100%) recovery of principal in the event of a default. The outlook revision reflects a slower-than-expected strengthening of the financial profile given higher potential asbestos-related obligations and the replacement of preferred securities, which had some equity-like characteristics, with debt. The ratings reflect Hercules' sizable debt burden and some exposure to asbestos litigation. These weaknesses are partially offset by Hercules' position as one of the larger specialty chemical companies in North America with annual revenues of approximately $1.8 billion, respectable operating margins, and prospects for improving cash flow generation.HEXCEL CORP: S&P Revises Outlook To Positive From Stable-------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Hexcel Corp. to positive from stable. At the same time, Standard & Poor's affirmed its ratings, including the 'B' corporate credit rating, on the advanced structure manufacturer. The firm has approximately $465 million in rated debt outstanding."The outlook revision reflects an improving financial profile due to lower debt levels and cost reductions, as well as brightening prospects for a recovery in the commercial aerospace industry," said Standard & Poor's credit analyst Christopher DeNicolo. In response to a difficult operating environment, Hexcel instituted a restructuring program, which has led to a $66 million reduction in cash fixed costs. As a result, operating margins have returned to the low teens percent area from low single digits in 2001. The issuance of $125 million in secured notes and $125 million of preferred stock in March 2003, with the proceeds used to reduce debt by a net $90 million, eliminated near-term liquidity concerns and improved the company's capital structure, which remains highly leveraged. Hexcel was able to reduce debt by a further $48 million in 2003 using free cash flows and proceeds from asset sales. As a consequence, debt to EBITDA declined to below 4.5x in 2003 from over 6x in 2002. The return to profitability in the first quarter of 2004 follows several years of losses.In the commercial aircraft market, weak air traffic, losses at airlines, and grounded aircraft have constrained demand for new planes and, thus, for the company's products. Production rates for commercial jetliners appear to have stabilized at low levels, but significant increases are not expected until 2006. However, in recent weeks Airbus has indicated that production rates for certain aircraft could be increased in the near to intermediate term. Hexcel is beginning to see a material amount of revenues from Airbus's A380 program as the first aircraft are now being built. Boeing has recently announced that a competitor of Hexcel, Toray Industries of Japan, will be providing the carbon fiber composites for the primary structures of its just-launched 7E7 jetliner. However, other composite parts, such as those for secondary structures, the interior, and the engines, have yet to be awarded and could be a source of growth in the long term if won by Hexcel. The 7E7 is expected to have 50% of its structure made from composites, the highest of any large commercial aircraft to date. The downturn in commercial aerospace and continued weakness in the electronic materials business have offset positive trends in some of the firm's smaller markets, such as military aircraft, wind energy, and soft body armor.Revenues and earnings are likely to benefit from favorable trends in military aircraft, ballistics, and wind energy, as well as a nascent recovery in the commercial aircraft market. These improvements combined with lower debt levels and cost reduction efforts, are expected to result in a credit profile that could warrant an upgrade in the intermediate term.HOLLINGER INTERNATIONAL: Extends Consent Payment Deadline---------------------------------------------------------Hollinger International Inc. (NYSE: HLR) announced, in connection with the previously announced tender offer and consent solicitation by its subsidiary Hollinger International Publishing Inc. for Publishing's outstanding 9% Senior Notes due 2010, Publishing is amending the Total Consideration and extending the consent payment deadline.As described in Publishing's Offer to Purchase and Consent Solicitation Statement dated June 24, 2004, the Total Consideration is determined by reference to a fixed spread over the bid-side yield to maturity of the 2-5/8% U.S. Treasury Note due November 15, 2006. Publishing is amending the fixed spread from 100 basis points to 50 basis points, and the Statement is hereby deemed amended to so provide. All other terms relating to the determination of the Total Consideration and the Tender Offer Consideration will remain as described in the Statement.In addition, Publishing is extending the Consent Payment Deadline. The Consent Payment Deadline, which was scheduled to expire at 5:00 p.m., New York City time, on July 8, 2004, is extended to5:00 p.m., New York City time, on July 15, 2004, unless further extended. Holders who validly tender their Notes by the Consent Payment Deadline will be entitled to a consent payment of $30 per $1,000 principal amount of Notes as part of the Total Consideration.The tender offer will expire at 12:00 midnight, New York City time, on July 30, 2004, unless extended. The payment date inrespect of Notes validly tendered on or prior to the Consent Payment Deadline is expected to be the date of, or a date promptlyfollowing, satisfaction of the conditions to the Offer. The payment date in respect of Notes validly tendered after the Consent Payment Deadline but on or prior to the Expiration Time, is expected to be, subject to the satisfaction of the conditions to the Offer, the date of or a date promptly following theExpiration Time. Notes purchased pursuant to the Offer will be paid for in immediately available funds on the applicable payment date.The Offer is subject to the satisfaction of certain conditions, including: (i) the consummation of the sale of Telegraph Group Limited to Press Acquisitions Limited, which sale shall have generated sufficient proceeds to allow Publishing to repay all of its borrowings under its existing bank credit facility and to purchase all of the Notes in the tender offer; (ii) the receipt of the requisite consents from the holders of at least a majority in aggregate principal amount of Notes and the execution of a supplemental indenture giving effect to the proposed amendments to the indenture for the Notes described above; and (iii) certain other customary conditions.Wachovia Securities is the exclusive Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Questions regarding the terms of the tender offer or consent solicitation should be directed to Wachovia Securities at (704) 715-8341 or toll-free at (866) 309-6316. The Depositary and Information Agent is Global Bondholder Services Corporation. Anyquestions or requests for assistance or additional copies of documents may be directed to the Information Agent at (212) 430-3774 or toll-free at (866) 470-3800. About Hollinger International Publishing Inc.Publishing is a wholly owned subsidiary of Hollinger International Inc., which is a leading publisher of English-language newspapers in the United States, the U.K. and Israel with a smaller presence in Canada. In addition, it owns or has interests in over 250 other publications, including non-daily newspapers and magazines. Included among its 144 paid newspapers are the Chicago Group's Chicago Sun-Times, the U.K. Newspaper Group's The DailyTelegraph and the Community Group's Jerusalem Post. * * *As reported in the Troubled Company Reporter's March 17, 2004 edition, Hollinger International Inc. (NYSE: HLR) announced that primarily as a result of the ongoing investigation being conducted by the Special Committee of the Company's Board of Directors, as well as the disruption of management services provided to the Company arising from its ongoing dispute with Ravelston Corporation Limited, the Company is not able to complete its financial reporting process and its audited financial statements for inclusion in the Annual Report on Form 10-K for fiscal year 2003 by the filing deadline. The Company intends to complete its financial reporting process as soon as practicable after thecompletion of the investigation by the Special Committee, and then promptly file the 10-K.The company's September 30, 2003, balance sheet shows a working capital deficit of about $293 million.HORIZON LINES: Carlyle Closes $650 Million Sale to Castle Harlan----------------------------------------------------------------Global private equity firm The Carlyle Group announced that it has closed its sale of Horizon Lines, the nation's leading Jones Act container shipping company, to private equity firm Castle Harlan for a purchase price of $650 million. Carlyle acquired its interest in Horizon Lines, formerly known as CSX Lines, from CSX Corp. in February 2003 in a recapitalization transaction valued at $300 million. Carlyle's sale yielded a return of more than 5x on invested equity. Carlyle Managing Director and head of the automotive and transportation group, Greg Ledford, said, "Our experience with Horizon has been exemplary from start to finish. We've created tremendous value for our investors while helping to establish Horizon Lines as a truly independent and stand alone company. We wish Chuck Raymond and the Horizon team well as they take the company to the next level of profitability and success." Based in Charlotte, North Carolina, Horizon Lines is the nation's largest ocean transportation company, with 16 vessels providing ocean transportation and logistics services from the U.S. mainland to Alaska, Hawaii / Guam, and Puerto Rico. Horizon Lines is the only vessel operator to serve all three of the major Jones Act trades. Under the Jones Act, the marine trade between U.S. ports is limited to U.S.-owned and organized companies operating U.S.-built and U.S.-flagged vessels manned predominantly by U.S.-citizen crews. Goldman, Sachs & Co. and Latham & Watkins LLP advised Carlyle on the transaction. The Carlyle Group is a global private equity firm with more than $18.3 billion under management. Carlyle generates extraordinary returns for its investors by employing a conservative, proven, and disciplined approach. Carlyle invests in buyouts, venture, real estate, and leveraged finance in North America, Europe, and Asia, focusing on aerospace & defense, automotive & transportation, consumer, energy & power, healthcare, industrial, technology & business services, and telecommunications & media. Since 1987, the firm has invested $10.8 billion of equity in 317 transactions. The Carlyle Group employs more than 500 people in 14 countries. In the aggregate, Carlyle portfolio companies have more than $31 billion in revenue and employ more than 151,000 people around the world. Visit http://www.carlyle.com/for additional information. Horizon Lines is one of the leading ocean cargo carriers operating between the Continental U.S. and Alaska, Puerto Rico, Hawaii, and Guam. Horizon Lines operates under the Jones Act, which requires cargo shipments between U.S. ports to be carried on U.S.-built vessels registered in the U.S. and crewed by U.S. citizens. The Jones Act provides a barrier to entry by prohibiting direct competition from foreign-flagged vessels. Customers include major manufacturing and consumer products companies that provide food and other staples to Alaska, Puerto Rico, Hawaii, and Guam. Competition from other modes of transportation is limited due to cost and geographic considerations. * * *As reported in the Troubled Company Reporter's June 28, 2004 edition, Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Horizon Lines Holding Corp. and lowered its ratings on subsidiary Horizon Lines LLC to 'B+' from 'BB-'. Ratings on Horizon Lines LLC were removed from CreditWatch, where they were placed on May 26, 2004, following the announcement that The Carlyle Group had agreed to sell its interest in Horizon Lines to Castle Harlan Inc., another private equity firm. The transaction will result in a new entity, Horizon Lines Holdings Corp., which will include Horizon Lines LLC as one of its subsidiaries. At the same time, Standard & Poor's assigned its 'B+' rating to the company's $25 million secured revolving credit facility, due 2009, its 'B+' rating to the company's $250 million secured term loan, due 2011, and its 'B-' rating to the company's proposed $250 million senior unsecured notes due 2012. Horizon Lines Holdings Corp. and Horizon Lines LLC are co-issuers and co-borrowers of the bank facility and notes offering. The bank facility is rated the same as the corporate credit rating, indicating an expectation of substantial recovery (80% to 100%) of principal in the event of default. Proceeds from the bank facility and senior secured notes will be used to finance Castle Harlan's $650 million acquisition of the company from The Carlyle Group. The rating outlook is stable. "The rating action reflects Horizon Lines' increased financial obligations and somewhat weakened financial profile after the acquisition by Castle Harlan," said Standard & Poor's credit analyst Kenneth L. Farer. Pro forma, Charlotte, North Carolina- based Horizon Lines has lease-adjusted debt of approximately $670 million, with debt to capital of 80%, compared with $406 million of lease-adjusted debt on March 31, 2004.HUDSON RESPIRATORY: Teleflex Inc. Completes Senior Note Financing-----------------------------------------------------------------Teleflex Incorporated (NYSE:TFX) announced the closing of a Senior Note financing for its recently completed acquisition of Hudson Respiratory Care, Inc. (Hudson). The offering of $350 million in Senior Notes was priced at 5.23% to 5.85% depending on the maturity. The notes consist of $150 million of seven-year notes, $100 million of ten-year notes, and $100 million of twelve-year notes. Rates are fixed over the tenure of the notes. Banc of America Securities, LLC arranged the financing of the Senior Notes through a group of 23 financial institutions. The proceeds were used to retire a $350 million bridge facility that was utilized to complete the Hudson purchase. About Teleflex Teleflex is a diversified industrial company with annual revenues of more than $2 billion. The company designs, manufactures and distributes quality engineered products and services for the automotive, medical, aerospace, marine and industrial markets worldwide. Teleflex employs more than 21,000 people worldwide who focus on providing innovative solutions for customers. Additional information about Teleflex can be obtained from the company's website at http://www.teleflex.com/ About Hudson Respiratory Care, Inc. Hudson RCI -- http://www.hudsonrci.com/-- is a privately held medical manufacturing firm specializing in disposable products for respiratory care and anesthesia. Corporate headquarters are located in Temecula, California, with a European office in Upplands Vasby, Sweden. Hudson RCI maintains manufacturing facilities in California, Illinois, Mexico, and Malaysia. Distribution centers located in California, Illinois, and the Netherlands service the needs of a vast network of distributors around the world. A team of 80 domestic and international sales representatives, supported by clinical and marketing personnel located in the Temecula and Stockholm offices, provide sales, service, technical support, and clinical information on Hudson RCI's broad range of respiratory care and anesthesia products. At March 31, 2004, Hudson Respiratory Care's balance sheet shows a stockholders' deficit of $168,019,000 compared to a deficit of $167,915,000 at December 31, 2003.INTERSTATE BAKERIES: Names Ronald B. Hutchison EVP and CFO----------------------------------------------------------Interstate Bakeries Corporation (NYSE:IBC), the nation's largest baker and distributor of fresh-baked bread and sweet goods, named Ronald B. Hutchison as Executive Vice President and Chief Financial Officer for IBC effective immediately. He will report directly to CEO James Elsesser and will work closely with Mr. Elsesser and other members of senior management to consolidate operations and improve profitability. The Chief Financial Officer position had been open since the retirement of Frank W. Coffey as CFO in May of 2003. "Ron brings a strong expertise in corporate finance and complex organizations," said James R. Elsesser, Chairman and Chief Executive Officer. "He will be a key participant in our refinancing activities and a major contributor in IBC's efforts to improve our operations, systems and financial performance." Hutchison, 54, joins IBC after one year at Aurora Foods in St. Louis where he was Executive Vice President, responsible for overseeing Aurora's restructuring and the negotiation of its merger with Pinnacle Foods. From 2002 to 2003, Mr. Hutchison was Executive Vice President for Kmart Corporation, where he oversaw the Company's reorganization. Prior to joining Kmart, Mr. Hutchison was Chief Financial Officer of Advantica Restaurant Group, Inc., parent company of the Denny's Corporation restaurant chain. Mr. Hutchison is a graduate of the University of Akron with a bachelor's degree in accounting and a Certified Public Accountant. Members of IBC's senior management who will report directly to Mr. Hutchison include Paul E. Yarick, Senior Vice President -- Finance and Treasurer, and Laura D. Robb, Vice President and Corporate Controller. Separately, IBC announced that the Audit Committee of its Board of Directors had retained the law firm of Skadden, Arps, Slate, Meagher & Flom LLP to investigate the Company's manner for setting its workers' compensation reserves and other reserves. As previously announced on June 3, 2004, the Company increased its reserve for workers' compensation during fiscal 2004 with a charge to pretax income of approximately $40 million. The Company currently expects that all or a portion of this charge relates to quarters of fiscal 2004 prior to the fourth quarter, although the Company's review has not been finalized. If the charge is taken in a quarter other than the fourth quarter, the Company will be required to restate its financial statements for the appropriate prior quarter(s). IBC does not expect to release its earnings for the fourth quarter and fiscal 2004 until the Audit Committee has reviewed the results of the investigation. About the Company Interstate Bakeries Corporation is the largest baker and distributor of fresh baked bread and sweet goods in the U.S. under various national brand names including Wonder, Hostess and Home Pride, as well as regional brand names such as Butternut, Dolly Madison, Drake's and Merita. The Company, with 55 bread and cake bakeries and more than 1,000 distribution centers located in strategic markets from coast to coast, is headquartered in Kansas City, Missouri. * * *In its Form 10-Q for the quarterly period ended March 6, 2004, Interstate Bakeries Corporation reports: Capital Resources and Liquidity "Cash from operating activities for the forty weeks ended March 6, 2004 was $100,143,000, down $26,719,000 from cash generated in the comparable period of fiscal 2003 of $126,862,000. This decrease is primarily attributable to a decrease in net income of $20,308,000 and working capital variances."We believe cash from ongoing operations, along with our borrowing capacity under our credit facilities, will be sufficient to fund our currently anticipated needs through fiscal 2004. However, while we have certain additional borrowing capacity under our senior secured credit facilities, the agreements with respect to those credit facilities contain certain financial covenants that have been, by amendment, relaxed through the first fiscal quarter of fiscal 2005, at which point the covenants revert to their original more stringent level. We may not be able to meet the relaxed covenants at fiscal year end, or the original covenants at the end of the first quarter of fiscal 2005, and during the fourth quarter of fiscal 2004 we will seek a further amendment from the lenders under these facilities. "To deal with these issues, we are actively exploring options for refinancing our debt. We plan to execute one or more such transactions. There is no assurance that amendments to our credit facility will be obtained or that any transactions will be consummated. "Projected cash needs for fiscal 2005 have not yet been finalized, but as the information herein indicates, cash demands will be substantial in relation to operating cash flows. In March 2004, we announced that our Board of Directors had suspended the dividend on IBC common stock effective for the fourth quarter of fiscal 2004."KAISER ALUMINUM: Court Okays Payment To Century & Noranda ---------------------------------------------------------The Bankruptcy Court authorizes Kaiser Aluminum Corporation , if the obligation arises, to pay Century Aluminum Company and Noranda Aluminum, Inc. -- comprising Gramercy Alumina, LLC, and St. Ann Bauxite Limited -- the $1,050,00 Termination Fee in accordance with the terms of the Purchase Agreement among Gramercy Alumina and Bauxite Limited, and the Debtors.The parties entered into a letter agreement on June 18, 2004, which modifies the termination rights under the Purchase Agreement. The modified provisions provides that: (a) The Debtors no longer have any right or ability to terminate the Purchase Agreement pursuant to: (i) a new labor agreement that may be reached by Gramercy Alumina and Bauxite Limited, and the USWA; and (ii) the Debtors not reaching an agreement with USWA with respect to their release from any obligations arising from or relating to a labor agreement from and after the Effective Time -- 11:59 p.m. on the closing date -- with respect to USWA-represented employees and employed at the Gramercy Site; provided that the Debtors may no longer exercise their rights of termination after they have reached an agreement with the USWA with respect to an exit agreement; (b) Gramercy Alumina and Bauxite Limited no longer have the right or ability to terminate the Purchase Agreement pursuant to these terms: (i) if Gramercy Alumina and Bauxite Limited are the prevailing bidder before the conclusion of the Sale Hearing, which has not concluded by: -- the date that is 90 calendar days after the date of the Purchase Agreement; or -- a later date as is agreed to in writing by the parties; (ii) if on or before the Pre-Hearing Termination Date, Gramercy Alumina and Bauxite Limited has not agreed with the USWA regarding a new labor agreement -- or the agreement has not been ratified by the Gramercy Represented Employees; (iii) before the earlier of: -- receipt of Gramercy Alumina and Bauxite Limited of written evidence that the Debtors have agreed with the USWA regarding a Gramercy Exit Agreement; and -- waiver by the Debtors of their right to terminate, if by the Pre-Hearing Termination Date, the Debtors have not agreed with the USWA regarding a Gramercy Exit Agreement; (c) Before August 16, 2004: * the Debtors will not exercise the termination rights if either: 1) before the Pre-Hearing Termination Date, Gramercy Alumina and Bauxite Limited has not obtained an agreement and consent between Gramercy Alumina and Bauxite Limited and the Jamaican governmental entities with respect to a fiscal regime for Gramercy Alumina and Bauxite Limited relating to their ownership of the Kaiser Bauxite Company Assets, including in respect of income taxes, bauxite levies, bauxite royalties, property taxes, customs duties, asset usage fees and land use, dedication and depletion fees, that is consistent with the release of the Debtors from any obligation to the Jamaican Government Entities arising from the operation of the KJBC operations from and after closing; or 2) by the Pre-Hearing Termination Date, the Debtors have not obtained from the Jamaican governmental entities an agreement with respect to the release of the Debtors from any obligations to the Jamaican Government arising from or relating to the operation of the Kaiser Jamaica Bauxite Company operations from and after the Effective Time -- provided that the Debtors may no longer exercise their rights of termination and the Debtors have obtained the Jamaican Government Release; and * Gramercy Alumina and Bauxite Limited will not exercise the termination rights if either: 1) on or before the Pre-Hearing Termination Date, Gramercy Alumina and Bauxite Limited will have not obtained the agreement and consent from the Jamaican Government Entities; or 2) before the earlier of: -- receipt by Gramercy Alumina and Bauxite Limited of written evidence that the Debtors have obtained the Jamaican Government Entities Release; and -- waiver by the Debtors of their right to terminate, if, on or before the Pre-Hearing Termination Date, the Debtors have not obtained the Jamaican Government Entities Release and Gramercy Alumina and Bauxite Limited have not received any evidence thereof. Headquartered in Houston, Texas, Kaiser Aluminum Corporation operates in all principal aspects of the aluminum industry, including mining bauxite; refining bauxite into alumina; production of primary aluminum from alumina; and manufacturing fabricated and semi-fabricated aluminum products. The Company filed for chapter 11 protection on February 12, 2002 (Bankr. Del. Case No. 02-10429). Corinne Ball, Esq., at Jones, Day, Reavis & Pogue, represent the Debtors in their restructuring efforts. On September 30, 2001, the Company listed $3,364,300,000 in assets and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000) JEFFWERBERPETS INC: Case Summary & 20 Largest Unsecured Creditors-----------------------------------------------------------------Debtor: Jeffwerberpets Inc. 1626 North Wilcox Avenue Hollywood, California 90028Bankruptcy Case No.: 04-24697Type of Business: The Debtor is a multifaceted media and manufacturing company dedicated to promoting the pet lifestyle and selling premium pet products. See http://www.jeffwerberpets.com/Chapter 11 Petition Date: July 6, 2004Court: Central District of California (Los Angeles)Judge: Maureen TigheDebtor's Counsel: Simon H. Langer, Esq. 416 South Spalding Drive #6 Beverly Hills, CA 90212 Tel: 310-552-6977Estimated Assets: $0 to $50,000Estimated Debts: $1 Million to $10 MillionDebtor's 20 Largest Unsecured Creditors:Entity Nature Of Claim Claim Amount------ --------------- ------------Sunny and Debbie Sassoon Note $140,000Family TrustVictor and Michelle Sassoon Note $100,000Family TrustEstate of Lloyd Rigler Note $85,000Covington & Burling Professional Legal $83,000 ServicesSeewack Family Trust Note $65,000Bruce Suggs Note $50,000Clarence Barksdale IRA Note $50,000Gilbert West Trade debt $40,000Overnight Transportation Trade debt $40,000Classic Containers Trade debt $34,000WetNOZ International Trade debt $33,000Premier Pet Products, LLC Trade debt $26,625Hemisphere Laboratories Trade debt $28,000Mario Ernst Note $25,000Snugga Luvs PM Enterprises, Trade debt $20,000Inc.Pro-form Laboratories Trade debt $12,500Calla Associates Inc. Trade debt $10,000Lewis T. Mann III Note $10,000David Maron Note $10,000American Fulfillment Trade debt $9,500KROLL INC: Adopts Merger Agreement with Marsh & McLennan Companies------------------------------------------------------------------At its special meeting of stockholders held Thursday, Kroll Inc. (Nasdaq:KROL) stockholders adopted the Agreement and Plan of Merger with Marsh & McLennan Companies, Inc. As previously announced on May 18, 2004, Kroll and MMC have entered into a merger agreement pursuant to which Kroll would become a subsidiary of MMC, and Kroll stockholders would receive $37 in cash for each of their shares. Kroll anticipates that the merger will be completed later Thursday, subject to the satisfaction or waiver of all other conditions to the merger. About the Company Kroll Inc. (NASDAQ: KROL), the world's leading independent risk consulting company, provides a broad range of investigative, intelligence, financial, security and technology services to help clients reduce risks, solve problems and capitalize on opportunities. Headquartered in New York with more than 60 offices on six continents, Kroll has a multidisciplinary corps of more than 2,600 employees and serves a global clientele of law firms, financial institutions, corporations, non-profit institutions, government agencies and individuals. Kroll has four business groups: (1) Background Screening, which provides employee, mortgage and resident screening, substance abuse testing, and identity theft services; (2) Consulting Services, which provides investigations, intelligence, security, forensic accounting, litigation consulting, and valuation services; (3) Corporate Advisory & Restructuring, which provides corporate restructuring, operational turnaround, strategic advisory services, financial crisis management, and corporate finance services; and (4) Technology Services, which provides data recovery, electronic discovery, and computer forensics services and software. For more information, please visit: http://www.krollworldwide.com/ * * * As reported in the Troubled Company Reporter's May 21, 2004 edition, Standard & Poor's Ratings Services placed its ratings on Kroll Inc., including its 'BB-' corporate credit rating, on CreditWatch with positive implications following Marsh & McLennan Cos.'s (MMC;AA-/Watch Neg/A-1+) announcement that it intends to acquire Kroll for $1.95 billion in cash, with a significant portion to be financed by prospective debt transactions. In resolving the CreditWatch listing for Kroll, Standard & Poor's will review the terms of the transaction, in particular, MMC's intentions with regard to the existing indebtedness of Kroll.LES BOUTIQUES: National Bank Financial Recommends Modified Offer ----------------------------------------------------------------National Bank Financial is pleased to announce that the committee representing its clients that hold debentures in Boutiques San Francisco has reached an agreement regarding the modified offerfor debenture holders of as part of the company's restructuring."This modified offer is beneficial for all parties. We were faced with the challenge of finding a solution that would allow us to protect the interests of our clients, while respecting the integrity and viability of the restructuring proposal presented by Boutiques San Francisco. It is clearly a step in the right direction for debenture holders and for Boutiques San Francisco, and we are pleased to continue to participate in the future of thecompany," said Mr. Luc Paiement, President of Individual Investor Services, National Bank Financial.Overall, the proposal allows for these debenture holders to obtainconvertible debentures identical to those held by the new investors.National Bank Financial is one of Canada's leading brokerage firms, with over 3,200 employees in more than 100 offices in Canada, the United States and Europe. It is a wholly owned subsidiary of the National Bank of Canada and offers a wide array of financial services to individual investors, private andpublic companies and government organizations. National Bank Financial is a member of the Canadian Investor Protection Fund. Its American counterpart, Putnam Lovell NBF Securities Inc., is an investment bank that serves the financial services sector in the United States.Les Boutiques San Francisco Incorporees operates 137 stores in Quebec, Ontario, British Columbia and Alberta under five banners and targeting as many market segments. The Corporation also operates a chain of four Les Ailes de La Mode specialty department stores.LES BOUTIQUES: Noteholders Approve Amended Plan of Compromise -------------------------------------------------------------Les Boutiques San Francisco Incorporees (TSX:SF.A) (TSX:SF.B) announced that, at a meeting held earlier Thursday, the holders of the 8% convertible unsecured subordinated debentures due 2008 approved the amended plan of compromise and arrangement, a crucial step in ensuring the continuity of the Corporation. The modified offer includes the cancellation of the issued and outstanding 8% Debentures with an aggregate par value of $14,992,000, and the issuance to the holders of 8% Debentures new debentures with a par value of $6,146,720 representing 41% of the total par value of the 8% Debentures. The new debentures will have a four-year term, they will be unsecured and will bear interest at a per annum rate of 12%. They will be redeemable at the discretion of the Corporation after the third anniversary of their issuance and may be converted, at the discretion of the holder, at any time up to maturity, in whole or in part, into Class B Subordinate Voting Shares of the Corporation at the conversion price of $0.50 per share. On July 5th, 93.4% of the chirographic creditors of the Corporation, 81.9% of Les Ailes de la Mode Incorporees creditors and 100% of Les Editions San Francisco Incorporees creditors approved the Amended Plan. The Amended Plan provides that the creditors of the Corporation will receive an aggregate amount representing 37% of their ordinary claims and creditors of Les Ailes an aggregate amount representing 10% of their ordinary claims. As for creditors of Les Editions, it is expected in the Amended Plan that all debt repayments received by Les Editions in installments be transferred to the Controller for distribution to creditors of Les Editions proportionate to their debt issue up to the amount of their proven claim. "The approval of the Amended Plan by debenture holders marks an important step in a process that started December 17, 2003, when the Corporation submitted a request to the Quebec Superior Court to exercise its rights under the Companies' Creditors Arrangement Act. Since that time, the restructuring team has worked without respite to resolve definitively the financial problems of the Corporation in order start again in a viable way and in a context of continuity," indicated Mr. Gaetan Frigon, Chief Restructuring Officer. "Over the last months, among other things, we proceeded with the sale of non-strategic activities, the closing of unprofitable stores, the reduction of general administration expenses as well as a reduction in the square-footage of the downtown Montreal Les Ailes de la Mode store and the signing of an agreement with Ivanhoe Cambridge," he added. "I am happy to be able to say: mission accomplished. I must thank all who have, in one way or another, contributed to successfully meeting the challenge of ensuring the continuity of a business that has been recognized for 25 years for its dynamism, vitality and originality," concluded Mr. Frigon. The next steps concerning the restructuring of the Corporation include submission tomorrow in Quebec Superior Court of a request to ratify the amended transaction and arrangement plan of the Corporation and the closing, before the end of July, of a private placement by a group of investors. The Amended Plan, the court orders issued under the Companies' Creditors Arrangement Act as well as the management reports of RSM Richter Inc., the court-appointed monitor, are available at http://www.rsmrichter.com/Additional information regarding the Corporation, including its annual and interim financial statements, is available through SEDAR at http://www.sedar.com/ Les Boutiques San Francisco Incorporees operates 137 stores in Quebec, Ontario, British Columbia and Alberta under five banners and targeting as many market segments. As part of its restructuring process, the Corporation has sold its Boutiques San Francisco as well as two lingerie boutiques, Victoire Delage and Moments Intimes. The Corporation still operates four Les Ailes de la Mode stores and a network of bathing suit stores operating under the banners Bikini Village and San Francisco Maillots. LIBERATE TECH: Bankruptcy Case Transferred to San Francisco-----------------------------------------------------------On April 30, 2004, Liberate Technologies, a Delaware corporation, filed a voluntary petition under Chapter 11 of Title 11 of the United States Code. The Chapter 11 Case was filed in the United States Bankruptcy Court for the District of Delaware (Bankr. Case No. 04-11299) and venue was subsequently transferred to the United States Bankruptcy Court for the Northern District of California, San Francisco Division (Bankr. Case No. 04-31394)(Carlson, J.). In San Francisco, Liberate Technologies is represented by: Crista Morrow, Esq. Desmond J. Cussen, Esq. Gibson, Dunn and Crutcher One Montgomery St., 31st Fl. San Francisco, CA 94104 Telephone (415) 393-8247 For several months prior to the Petition Date, the Debtor's Board of Directors considered and discussed the Debtor's ongoing restructuring activities, business activities and prospects, and potential strategic alternatives. On April 26, 2004, the Board authorized the Debtor to file a voluntary petition under Chapter 11 of the Bankruptcy Code in an effort to reorganize its business. In reaching its decision, the Board considered a number of factors including the Debtor's need to strengthen its financial position and reduce its cost structure. In particular, the Debtor has a number of potential liabilities and exposures that it is seeking to resolve in this Chapter 11 Case, including those arising from leases on excess facilities in San Carlos, California and the United Kingdom, claims from former employees, equipment leases, outstanding contracts with certain vendors and licensees, and pending shareholder and patent litigations. In addition the Debtor has retained (subject to approval of the Bankruptcy Court) Allen & Company as its financial advisor and investment banker to advise the Debtor on potential strategic alternatives that may arise.MCMILLIN COS: S&P Assigns B+ Rating to Corporate Credit ------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to McMillin Cos. LLC. In addition, a 'B-' rating was assigned to the company's $70 million 12.875% senior secured notes. The outlook is stable."The ratings acknowledge the company's good market position and improved diversity, as well as above average profitability and debt protection measures," said Standard & Poor's credit analyst George Skoufis. "The company however, is still a relatively small, concentrated builder, with higher-than-average leverage and limited financial flexibility, as well as a complex financial profile due to its reliance on joint ventures."A growing backlog of ordered homes should provide predictable revenues in the near term, and demand for housing should remain relatively strong due to the currently attractive supply/demand conditions in Southern California. Debt protection measures are strong for the assigned corporate credit rating, but could come under pressure as interest rates begin to steadily rise, given exposure to variable-rate debt. Standard & Poor's expects that management would manage its inventory and development pursuits if the housing market slows so as to maintain appropriate financial measures.MEDIABAY INC: Names Yarvis and Neuwirth as Independent Directors----------------------------------------------------------------MediaBay, Inc. (Nasdaq: MBAY), a leading spoken audio media marketing company, appointed: * Stephen Yarvis and * Paul D. Neuwirth as independent directors to the Company's Board of Directors. Mr. Neuwirth has also been appointed to the Audit Committee.Paul D. Neuwirth is a certified public accountant and the former Managing Partner of the Philadelphia office of Grant Thornton LLP, the fifth largest international accounting firm in the world. Mr. Neuwirth currently serves as consultant to Grant Thornton on client issues and on litigation cases since his retirement following over 30 years of service. In addition, since 1979, he has been on the faculty of The Wharton School of the University of Pennsylvania. Mr. Neuwirth is a member of the American Institute of CPAs, and served as a member and chairman of its Insurance Trust Committee for 12 years. Mr. Neuwirth holds a BBA degree from Baruch College.Stephen Yarvis joins MediaBay following a succession of senior sales and marketing positions with some of the largest consumer goods companies in the country including Revlon, Colgate Palmolive Mennen, Warner Lambert, and Pepsi-Cola. Most recently, Mr. Yarvis served as Senior Vice President of Government Sales at Revlon, averaging 13% annual growth and increasing operating margins by 28%. He was responsible for restructuring the division and transitioning from direct sales to a broker network. Mr. Yarvis holds an MBA from New York University, and a BA from Hobart College.MediaBay's Acting Chairman of the Board, John Levy commented, "We are pleased to welcome Stephen and Paul to our Board. Stephen's experience in consumer sales and marketing will prove valuable as we move forward with our strategy to digitize MediaBay and capitalize on our robust direct marketing and wholesale distribution channels. Paul's vast accounting and auditing experience, both as a practitioner and a member of the Wharton faculty will enhance our audit committee and assist the Board in its corporate governance role."The Company also announced the resignation of Mark Hershhorn from the Board of Directors.MediaBay, Inc. (Nasdaq: MBAY) is a multi-channel, media marketing company specializing in the $800 million audiobook industry and old-time radio distribution. MediaBay's industry-leading content library includes over 60,000 classic radio programs, 3,500 film and television programs and thousands of audiobooks. MediaBay distributes content through more than 20 million direct mail catalogs; streaming and downloadable audio over the Internet; over 7,000 retail outlets; and a 260 station syndicated radio show. For more information on MediaBay, visit http://www.MediaBay.com/ * * * As reported in the Troubled Company Reporter's April 23, 2004 edition, MediaBay, Inc. (Nasdaq: MBAY), filed its Annual Report on Form 10-K for the year ended December 31, 2003 with the Securities and Exchange Commission on April 14, 2004. Included in the Company's 10-K filing are consolidated financial statements audited by Amper Politziner & Mattia, independent auditors, as of and for the year ended December 31, 2003. Amper Politziner & Mattia has issued an opinion with respect to the financial statements, which includes an explanatory paragraph that raises substantial doubt about the Company's ability to continue as a going concern. In particular, the auditors' opinion states, "The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficiency, which raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of the uncertainty." MediaBay CEO Jeffrey Dittus commented, "The Company is exploring various financing alternatives including refinancing and restructuring its debt to meet its obligations, however there can be no assurance that any transactions will be completed."MERRY-GO-ROUND: Trustee Hires Tom Hays as Turnaround Expert----------------------------------------------------------- Deborah H. Devan, the Chapter 7 Trustee overseeing Merry-Go-Round Enterprises, Inc.'s liquidation, asks the U.S. Bankruptcy Court for the District of Maryland for permission to hire T. Hays, LLC, and consult with Thomas D. Hays, III, in his capacity as an expert in the area of turnaround management of a Chapter 11 Debtor-in-Possession. Mr. Mays is a Certified Turnaround Professional and a principal of NachmanHaysBrownstein, Inc. Mr. Hays is a past Chairman of the Turnaround Management Association and a past Chairman of the Association of Certified Turnaround Professionals. Mr. Hays will assist the Trustee as she continues her bid to disallow roughly $2.5 million of professional fees paid to the law firm of Swidler & Berlin, Ltd. As previously reported in the Troubled Company Reporter, Ms. Devan hired Prof. Geoffrey C. Hazard, Jr., at the University of Pennsylvania Law School, as a legal ethics expert in this matter. Swidler represented Merry-Go-Round in its failed attempt to restructure under chapter 11. Swidler, court papers allege, failed to disclose critical relationships with Ernst & Young, Merry-Go-Round's restructuring consultant. Ms. Devan extracted a $186 million settlement from E&Y in a lawsuit settled a couple of years ago. Mr. Hays will bill the estate $435 per hour for his services. Mr. Hays previously assisted in the litigation against Ernst & Young. To date, Ms. Devan has collected more than $270 million for the benefit of Merry-Go-Round's creditors. All allowed chapter 11 administrative claims (some 2,500 claims totaling $21.4 million) have been paid in full and Ms. Devan has made a 30% distribution to general unsecured creditors. Following that distribution, Ms. Devan sat on approximately $37 million of cash. Denying $2.5 million in compensation to Swidler on account of its chapter 11 claim should allow a greater percentage of that $37 million to flow to general unsecured creditors. Merry-Go-Round filed chapter 11 bankruptcy protection in 1994 (Bankr. Md. Case No. 94-5-0161-SD). Following a couple of failed attempts to find its place on the retail landscape, the case converted to a chapter 7 liquidation in early 1996. Since that time, Ms. Devan has worked on winding-up the Debtors' estates. Cynthia L. Leppert, Esq., and Jason N. St. John Esq., at Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., in Baltimore represent Ms. Devan.MERRILL LYNCH: Fitch Affirms Classes H & J's Junk Ratings ---------------------------------------------------------Fitch Ratings affirms Merrill Lynch Mortgage Investors, Inc.'s mortgage pass-through certificates, series 1999-C1, as follows: --$66.1 million class A-1 at 'AAA'; --$337.8 million class A-2 at 'AAA'; --Interest only class IO at 'AAA'; --$32.6 million class B at 'AA'; --$26.7 million class C at 'A'; --$8.9 million class D at 'A-'; --$20.7 million class E at 'BBB'; --$7.4 million class F at 'BB+'; --$23.7 million class G at 'B'; --$20.7 million class H at 'CC'; --$3.0 million class J at 'C'.Fitch does not rate the $13.3 million class K. The affirmations are the result of increased subordination levels offsetting the expected losses, which are in line with the loss expectations from Fitch's previous formal review.The collateral has paid down 9.5% to $536.3 million as of June 2004 from $592.5 million at issuance.Currently, there are seven loans in special servicing (12.5%), consisting of two real estate owned properties (3.2%), two loans in foreclosure (4.4%), one 90 days or more delinquent loan (2.9%), and two loans that are current. The largest of these loans (3.3%) is collateralized by an office property in Salt Lake City, UT. The loan is in foreclosure and a receiver is in place. The property is approximately 35% occupied, and according to the special servicer, ORIX Capital Markets, prospective tenants are interested in leasing space. The second largest specially serviced loan (2.9%) is 90 days or more delinquent and collateralized by an office property located in Irving, TX. The borrower has requested a loan restructure and ORIX is evaluating workout options. The third largest specially serviced loan (2.8%) is collateralized by two multifamily properties located in Virginia. The original loan was collateralized by four properties; however, two of the four were sold after the loan became REO. Proceeds of the two sold properties were used to pay down the outstanding loan amount. ORIX is currently marketing both remaining properties for sale. Losses are expected on most of the loans in special servicing.Fitch is also concerned with the high percentage of loans with year-end 2003 DSCRs less than 1.0x. As of June 2004, ORIX, as master servicer, collected 74.3% of YE 2003 operating statements. Loans with DSCRs less than 1.0x constitute 12.2% of the pool. In addition, there are six loans collateralized by single tenant Gateway 2000 stores (1.7%). These properties are vacant and the likelihood of releasing is unknown at this time. The loans remain current, and are on the master servicer's watchlist.ORIX is pursuing a representation and warranty claim against one of the loan sellers due to several matters, including presecuritization issues such as loan default, property condition, and fraud. While this lawsuit may lessen or eliminate losses to the trust, Fitch will assume losses based on property valuations until the lawsuit's outcome is known. MIRAVANT: Demands Immediate Delisting From Berlin Stock Exchange----------------------------------------------------------------Miravant Medical Technologies (OTCBB:MRVT), a pharmaceutical development company specializing in PhotoPoint(R) photodynamic therapy, has demanded an immediate delisting from the Berlin Stock Exchange in an attempt to prevent potential manipulative trading practices that are banned in the United States. In June 2004, Miravant learned that it was listed on the Berlin Stock Exchange. The Company did not apply for this listing. Recent public reports have indicated that traders may attempt to use this exchange to manipulate stock prices through a practice known as "naked short selling," which is banned in the United States. Miravant's management is currently in the process of requesting immediate removal of Miravant's common stock from this exchange. Investors interested in purchasing shares of Miravant should only purchase shares from the NASDAQ Over-The-Counter Bulletin Board under the symbol: MRVT. About Miravant Miravant Medical Technologies -- whose March 31, 2004 balance sheet shows a stockholders' deficit of $8,389,000 -- specializes in pharmaceuticals and devices for photoselective medicine, developing its proprietary PhotoPoint photodynamic therapy for large potential markets in ophthalmology, dermatology, cardiovascular disease and oncology. PhotoPoint PDT uses photoreactive drugs to selectively target diseased cells and blood vessels. The Company has submitted a New Drug Application for the drug SnET2 for the treatment of patients with wet age-related macular degeneration. Miravant's cardiovascular program focuses on life-threatening diseases, with PhotoPoint MV0633 in advanced preclinical testing for atherosclerosis, atherosclerotic vulnerable plaque and restenosis.MORGANS HOTEL: Completes Sale of 90% Interest in Paramount Hotel----------------------------------------------------------------Morgans Hotel Group completed the sale of a 90% interest in its Paramount Hotel in New York City for $128.5 million to Becker Ventures, a private investment company whose investments have included the Hard Rock Hotel in Chicago.This is the latest in a string of positive developments for Ian Schrager's MHG. On Tuesday, the company announced that it had entered into a sale/leaseback transaction on its San Francisco Clift Hotel with affiliates of Divco West Properties, under which Divco will pay MHG $71 million and MHG will retain a 99 year leasehold. The transaction also provides that MHG will receive any profit that might ensue from operations or a capital transaction.Clift's plan of reorganization incorporating the sale/leaseback transaction was filed with the United States Bankruptcy Court on June 30, 2004. The plan and the transaction are subject to Bankruptcy Court approval. Approval of the plan by the Court is expected to occur in September 2004. Clift's plan of reorganization provides for the satisfaction of all of the company's creditors in full."We anticipate being able to make a number of other positive announcements over the next several weeks," said Ian Schrager, chief executive officer of MHG. "The lodging markets in which we operate have shown strong improvement and our properties continue to outperform the market. They are doing extremely well."NETWORK INSTALLATION: Relocates Corporate HQ to Irvine, California------------------------------------------------------------------Network Installation Corp. (OTC Bulletin Board: NWIS) executed a new lease and will be relocating its corporate headquarters to 15235 Alton Parkway, Irvine, CA. In order to accommodate the Company's growth, the 10,000 square foot facility will house Network Installation's corporate staff as well as the Irvine sales and management team. The Company is expected to complete its relocation by August 1, 2004. About Network Installation Corp. Network Installation Corp. -- whose March 31, 2004 balance sheet reflects a stockholders' deficit of $1,607,403 -- provides communications solutions to the Fortune 1000, Government Agencies, Municipalities, K-12 and Universities and Multiple Property Owners. These solutions include the design, installation and deployment of data, voice and video networks as well as wireless networks and Wi-Fi. Through its wholly-owned subsidiary Del Mar Systems International, Inc., the Company also provides integrated telecom solutions including Voice over Internet Protocol applications. Network Installation maintains offices in Irvine, Los Angeles, Gold River and San Marcos, CA; Las Vegas, NV and Phoenix, AZ. To find out more about the company, visit http://www.networkinstallationcorp.net/NEWAVE INC: Partners With IDI Global to Accelerate Current Growth-----------------------------------------------------------------NeWave, Inc. (OTC Bulletin Board: NWAV) a provider of membership-based online products and services through its subsidiary OnlineSupplier.com, announced an agreement with IDI Global Inc. (OTC Bulletin Board: IDIB). The agreement will allow OnlineSupplier to offer to its members the ability to provide IDI Global services to their customers.Kevin Griffith, IDI Global CEO commented, "Given NeWave's exceptional distribution channel through OnlineSupplier.com, I believe this partnership will accelerate our current growth. The partnership with NeWave will initially add in excess of 11,000 new members within the next 60 days. The residual income added due to this partnership will continue to build on the primary premise of our business model."NeWave CEO Michael Hill stated, "The partnership with IDI will initially add meaningful in revenue to NeWave over the first sixty days as well as supply our members with additional services to offer their customers. We are excited about the opportunity to establish a new revenue stream and adding IDI to our list of partners." About IDI Global, Inc.Internet Development, Inc. is an application service provider of infrastructure technologies and services that implements comprehensive Internet-based business solutions. The technology engine that powers these programs allows both large complex organizations and small stand-alone businesses to exploit the full capabilities of the Internet. For additional information regarding IDI Global, Inc. please visit http://www.idiglobal.com/ About NeWave, Inc. NeWave, Inc. through its wholly-owned subsidiary Onlinesupplier.com offers a comprehensive line of products and services at wholesale prices through its online club membership. Additionally, NeWave's technology allows both large complex organizations and small stand-alone businesses to create, manage, and maintain effective website solutions for e-commerce. To find out more about NeWave (OTC Bulletin Board: NWAV), visit http://www.newave-inc.com/or http://www.onlinesupplier.com/ * * * As reported in the Troubled Company Reporter's June 8, 2004 edition, Kabani & Company's report on the Company's consolidated financial statements for the fiscal years ended December 31, 2003 and December 31, 2002 included an explanatory paragraph wherein they expressed substantial doubt about NeWave's ability to continue as a going concern.NEXEN INC: Sets Second Quarter 2004 Earnings and Conference Call ----------------------------------------------------------------Nexen will announce its second quarter earnings results before markets open on Thursday morning, July 15, 2004. We will holdour second quarter conference call that same day at 7:00 a.m. Mountain Time. Charlie Fischer, President and CEO, and MarvinRomanow, Executive Vice President and CFO, will discuss our financial and operating results and expectations for the future. To listen to the conference call, please call one of these two lines: 800-814-4861 (North American Toll-Free) 416-640-1907 (Toronto or International)A replay of the call will be available for two weeks starting 11:00 a.m. Eastern Time, July 15, 2004, by calling (416) 640-1917 and entering passcode 21055815 followed by the pound sign. A live and on demand webcast of the conference call will be available at http://www.nexeninc.com/ Nexen Inc. is an independent, Canadian-based global energy and chemicals company, listed on the Toronto and New York stock exchanges under the symbol NXY. We are uniquely positioned for growth in the deep-water Gulf of Mexico, the Athabasca oil sands of Alberta, the Middle East and West Africa. We add value for shareholders through successful full-cycle oil and gas explorationand development, a growing industrial bleaching chemicals business, and leadership in ethics, integrity and environmental protection. * * *As previously reported, Standard & Poor's Ratings Services affirmed its 'BBB' long-term corporate credit and senior unsecured debt ratings, its 'BBB-' subordinated debt rating and 'BB+' preferred stock rating on Calgary, Alberta-based Nexen Inc. following the company's announcement of the 67 million barrels of oil equivalent negative revision to the company's proven reserves. The outlook is stable.Nexen's average business risk profile reflects the company's 811 million boe proven reserve base and strong liquids focus; its geographically diversified exploration and production operations; and the business diversification provided through its chemicals operations. Nexen's moderate financial risk profile reflects the company's improved financial position achieved through its recent efforts to reduce debt. In addition, Nexen's financial policies focus on the diversification of debt types and maturities as a means of maintaining financial flexibility. Although the company has both increased capital expenditures and funded debt reduction on the strength of stronger pricing fundamentals in the recent past, debt levels could trend higher if Nexen proceeds with its North American development projects and expands its international operations in a less robust pricing environment.NEXTEL FINANCE: S&P Rates $6.2 Billion Credit Facility at BB+------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' rating to the proposed $6.2 billion senior secured credit facility of Nextel Finance Co., a wholly owned subsidiary of Reston, Virginia-based wireless service provider Nextel Communications Inc. This bank loan rating is based on preliminary documentation. Existing ratings on Nextel, including the 'BB+' corporate credit rating, were affirmed. The outlook remains positive.While the new bank facility, which comprises a $4 billion revolver and a $2.2 billion term loan, is secured, it is rated at the same level as the corporate credit rating since the liens that will be in place at inception of the new facility are designed to fall away upon certain, specified credit events. Under Standard & Poor's corporate ratings criteria, the potential removal of a security interest at a later date would be reflected immediately in the rating of the affected obligation. Existing unsecured debt would remain rated one notch below the corporate credit rating even if the security is removed from the new bank facility because it will remain structurally subordinated to the bank debt. Uses of the new revolver will include the refinancing of Nextel Finance's term loan A and providing for potential payments, or letter of credit backing for future payments, to be made in connection with FCC orders associated with a proposed spectrum swap. Pro forma for the redemption of the 6% convertible senior notes in second quarter 2004, consolidated debt was about $9.7 billion at March 31, 2004."Ratings reflect Nextel's good market position within a highly competitive industry and modest financial leverage," said Standard & Poor's credit analyst Michael Tsao. The company has successfully carved a market niche with its proprietary push-to-talk (PTT) product in what is a highly competitive industry with five other major and well-financed national players. Nextel's industry-leading average revenue per user and low subscriber churn, as well as the slowing pace of wireless growth, will attract increasing challenges to the company's PTT leadership position. Indeed, other carriers have either introduced or are planning to roll out their own PTT-type service. Because Nextel operates an exclusive network and a large number of subscribers in several sectors have come to depend on this network for critical services and access to important user groups, other carriers are expected to find it difficult to compete directly against the company even when the quality gap between Nextel's PTT service and those offered by competitors narrows in the next several years.NEXTWAVE: Auction Attracts Winning Bids Totaling $973.5 Million---------------------------------------------------------------Verizon Wireless and MetroPCS emerged as winners from NextWave Telecom's spectrum license rights auction. Verizon Wireless placed the winning bid of $930 million for a 10 MHz license principally covering the greater New York City metropolitan area, while MetroPCS placed winning bids totaling $43.5 million for 10 MHz licenses in two markets in Florida.Of the $973.5 million total auction proceeds, approximately $398 million will be paid to the Federal Communications Commission pursuant to the Global Resolution Agreement that the agency and NextWave entered into in April 2004. That agreement, which was approved in May 2004 by the bankruptcy court overseeing the company's reorganization, resolved all claims and potential claims between the FCC and NextWave."We're extremely pleased with the results," said Allen Salmasi, NextWave's Chairman and CEO. "Adding nearly $575 million of net proceeds to the company's balance sheet will greatly strengthen our financial position and will give us ample funds to pay our remaining creditors and complete the Chapter 11 reorganization process. We are now on a path to emerge from bankruptcy with no debt, an attractive spectrum footprint, and significant cash reserves."NextWave withdrew from the auction process its license rights in Denver, Portland, and Tulsa. Those licenses will remain in the company's portfolio.The winning bids of Verizon Wireless and MetroPCS will be submitted to the bankruptcy court for its approval at a hearing in White Plains, New York, on July 15, 2004, at 10 AM. Applications to assign the licenses to Verizon Wireless and to MetroPCS will be submitted to the FCC, and also will be submitted for review under the Hart-Scott-Rodino Antitrust Improvements Act. NextWave Telecom, Inc., headquartered in Hawthorne, N.Y., was organized in 1995 to provide high-speed wireless Internet access and voice communications services to consumer and business markets on a nationwide basis. NextWave is currently constructing a third-generation CDMA2000 1X network in all of its 95 PCS markets whose geographic scope covers more than 168 million POPs coast to coast, including all top 10 U.S. markets, 28 of the top 30 markets, and 40 of the top 50 markets. NextWave's "carriers' carrier" strategy allows existing carriers and new service providers to market NextWave's network services through innovative airtime arrangements. The company filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 98-23303) on December 23, 1998. Deborah Lynn Schrier-Rape, Esq. of Andrews & Kurth, LLP represents the debtor. NORTHWESTERN: Inks Pact with MPSC and MCC on Reorganization Plan----------------------------------------------------------------NorthWestern Corporation (Pink Sheets: NTHWQ) has reached a Stipulation and Settlement Agreement with the Montana Public Service Commission and the Montana Consumer Counsel resolving outstanding issues involving the Company's Plan of Reorganization which is currently before the U.S. Bankruptcy Court for the District of Delaware. As part of the agreement, the MPSC and MCC will not object to confirmation of the Company's Plan of Reorganization scheduled for Aug. 25, 2004. In addition, NorthWestern and the MCC agreed to the entry of a Consent Order by the MPSC to resolve its pending financial investigation.The agreement was unanimously approved by the MPSC and will be submitted for approval by the Bankruptcy Court at a hearing scheduled for July 15, 2004."Working with the MPSC and MCC, we have been able to successfully address their respective concerns involving the Company's reorganization," said Gary G. Drook, NorthWestern President and Chief Executive Officer. "Finalizing this agreement is another important milestone as we continue to make progress toward our goal of emerging from bankruptcy by the end of 2004."Mr. Drook added that the Company is currently soliciting support for its Plan of Reorganization from creditors eligible to vote. Creditors have until Aug. 2, 2004, to return their ballots to: Kurtzman Carson Consultants, LLC 12910 Culver Boulevard, Suite 1 Los Angeles, Calif. 90066-6709 Attn: Christopher R. Schepper Telephone: (866) 381-9100NorthWestern Corporation is one of the largest providers of electricity and natural gas in the Upper Midwest and Northwest. The company filed for chapter 11 protection (Bankr. Del. Case No. 03-12872) on September 14, 2003 before the Honorable Peter J. Walsh. Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., William E. Chipman, Jr., Esq., of Greenberg Traurig LLP Brandywine and Jesse H. Austin, III, Esq., Karol K. Denniston, Esq., Paul, Hastings, Esq. of Janofsky & Walker represent the debtor in its restructuring efforts.NRG ENERGY: Asks Court To Approve Amended Thomassen Agreement-------------------------------------------------------------In NRG Energy, Inc.'s chapter 11 cases, the Bankruptcy Court authorized and approved the Debtors' retention of Thomassen Amcot International, LLC, as brokers for the sale of the Turbine Assets of Debtors LSP-Nelson Energy, LLC, and NRG Nelson Turbines, LLC.As the Nelson Debtors now intend to sell substantially all of their assets, the Nelson Debtors and Thomassen entered into a letter agreement on June 28, 2004, amending the terms of Thomassen's original engagement. The Amended Thomassen Letter Agreement: (a) extends the terms of the original Thomassen Agreement for an additional 180 days subsequent to July 2, 2004; (b) expands the scope of Thomassen's ability to recover brokerage fees to cover the sale of all of the Nelson Assets, and the fees will be calculated as 3% of the gross selling price of any or all of the Nelson Assets; and (c) allows for reimbursement of Thomassen's expenses in connection with the Auction in an amount not to exceed $100,000.The Nelson Debtors believe that the Amended Thomassen Agreement will enable them to maximize sale proceeds for the Nelson Assets while minimizing expense to their estates. Accordingly, the Nelson Debtors ask the Court to approve the Amended Thomassen Agreement.NRG Energy, Inc. owns and operates a diverse portfolio of power-generating facilities, primarily in the United States. Its operations include baseload, intermediate, peaking, and cogeneration facilities, thermal energy production and energy resource recovery facilities. The company, along with its affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 03-13024) on May 14, 2003. Debtors' counsel are James H.M. Sprayregen, P.C., Matthew A. Cantor, Esq., and Robbin L. Itkin, Esq. of Kirkland & Ellis.When the company filed for protection from its creditors, it listed total assets of $10,310,000,000 and total liabilities of $9,229,000,000. (NRG Energy Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)OMI CORP: Will Not Pursue Stelmar Transaction---------------------------------------------OMI Corporation (NYSE:OMM), a leading international provider of seaborne transportation services for crude and petroleum products, announced an updated delivery schedule of vessels purchased from Athenian Sea Carriers, Ltd. and Arcadia Ship Management. Under these agreements, OMI will take delivery of a total of 14 vessels between July 2004 and June 2006. Specifically, the Athenian purchase agreement sets forth the transfer of four Suezmax tankers and one Handymax product carrier during July 2004. Additionally, seven Handymax product carriers are scheduled to deliver as follows: 1 vessel in the third quarter of 2004; two vessels in the first quarter of 2005, 1 vessel in the first quarter of 2006 and 3 vessels in the second quarter of 2006. Under the Arcadia purchase agreement, OMI will take delivery of two Suezmax tankers during August 2004. Also, OMI will take delivery of one 37,000 dwt Class 1A Ice Class vessel July 2004. This vessel will be time chartered under a profit-sharing agreement upon delivery of the vessel for a 5 year term. In addition, OMI announced that it is not pursuing an acquisition of or merger with Stelmar at this time. Craig Stevenson, Chairman and CEO of OMI said, "Given the significant and positive changes to OMI following our agreement to acquire 14 vessels from Athenian Sea Carriers, Ltd. and Arcadia Ship Management, together with our completed equity offerings, we do not believe pursuing a transaction with Stelmar at this time is in the best interests of our shareholders. In the near term, we will focus on integrating the Athenian and Arcadia acquisitions and the delivery of our previously ordered newbuildings." About OMI Corporation OMI is a major international owner and operator of crude oil tankers and product carriers. Its fleet currently comprises 36 vessels, primarily Suezmaxes and product carriers, aggregating 3.0 million deadweight tons. The Company currently has 23 of its vessels on time charter. OMI currently has on order five 37,000 and one 47,000 dwt ice class 1A product carriers. Two vessels are scheduled to be delivered in 2004, three in 2005 and the last in 2006. * * * As reported in the Troubled Company Reporter's June 11, 2004 edition, Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating and its other ratings on OMI Corporation and removed all the ratings from CreditWatch, where they were placed on May 28, 2004. The removal from CreditWatch followed OMI's announcement that it had withdrawn its offer to acquire unrated Stelmar Shipping Ltd. The outlook is stable. Stamford, Connecticut-based OMI has $613 million in lease-adjusted debt. "The improved tanker market, even if it weakens somewhat, should enable the company to maintain its credit profile," said Standard & Poor's credit analyst Kenneth Farer. "However, ratings upside potential is limited because of the ongoing fleet renewal program and participation in the competitive and cyclical tanker market."ONE EQUESTRIAN: Case Summary & 3 Largest Unsecured Creditors------------------------------------------------------------Debtor: One Equestrian Court, Inc. c/o Law offices of Avrum J. Rosen 38 New Street Huntington, New York 11743Bankruptcy Case No.: 04-84357Chapter 11 Petition Date: July 7, 2004Court: Eastern District of New York (Central Islip)Judge: Stan BernsteinDebtor's Counsel: Avrum J. Rosen, Esq. Law offices of Avrum J. Rosen 38 New Street Huntington, NY 11743 Tel: 631-423-8527 Fax: 631-423-4536Total Assets: $1,550,000Total Debts: $2,440,000Debtor's 3 Largest Unsecured Creditors:Entity Nature Of Claim Claim Amount------ --------------- ------------The Estate Of Robin Marci Value of Collateral: $600,000Kaufman 1,550,000C/O S. Robert And MarilynSchneider385 Ocean Blvd. Apt. 4KLong Branch, NJ 07740Champion Mortgage Co., Inc. Bank loan $250,000 Value of Collateral: $1,550,000CMI Capital Corp. Bank loan $40,000PACIFIC GAS: Resolves Chevron Claim Disputes --------------------------------------------In Pacific Gas and Electric Company's chapter 11 cases, on August 21, 2001, Chevron U.S.A., Inc. -- including its divisions, Chevron Products Co., Chevron Production Co., and CBRES -- filed Claim No. 4523, as amended and supplemented by proofs of claim subsequently filed as Claim Nos. 7867, 11873, 12672, and 13023, pursuant to which Chevron sought payment of: (a) $33,873 in connection with jet fuel sales made by Chevron to PG&E before the Petition Date; (b) at least $870,000 for overcharges which Chevron believes occurred while receiving electric standby service from PG&E at Chevron's refinery in Richmond, California; (c) at least $30,000,000 for contribution and indemnity for environmental remediation expenses with expenses with respect to real property located in Bakersfield, California; and (d) $327,354 for contribution and indemnity for environmental remediation expenses with respect to real property located in Brisbane, California. PG&E has paid $2,289 in interest accrued from and after the Petition Date through June 30, 2003 with respect to the Jet Fuel Sales Claim.On August 28, 2002, the Electric Standby Service Overcharge Claim was disallowed in its entirety.With respect to the Brisbane Environmental Indemnity Claim, PG&E, Chevron and certain other parties have entered into a settlement agreement and consent decree with the California Department of Toxic Substances Control. Pursuant to the Consent Decree, the parties agreed, inter alia, to resolve the issue by paying the Department of Toxic Substances Control's costs of removal, remedial action or response, incurred or to be incurred by the Department of Toxic Substances Control in response to the release and threatened release, of mercury at the applicable facility located in Brisbane, California.Accordingly, with the Court's consent, PG&E and Chevron resolve the remaining issues and agree that: (a) The Jet Fuel Sales Claim will be allowed as a $33,873 unsecured, non-priority claim, and will be treated like other similar allowed general unsecured claims in PG&E's Chapter 11 case. The $33,873 allowed amount of the Jet Fuel Sales Claim is comprised of: -- $5,769.69 with respect to jet fuel sold by Chevron to PG&E on March 17, 2001; -- $9,128.18 with respect to jet fuel sold by Chevron to PG&E on March 20, 2001; -- $9,129.39 with respect to jet fuel sold by Chevron to PG&E on March 20, 2001; and -- $9,846.08 with respect to jet fuel sold by Chevron to PG&E on March 20, 2001. (b) PG&E will pay Chevron interest owing with respect to the Jet Fuel Sales Claim accrued from and after June 30, 2002 through December 31, 2003, which amount will be added to the next quarterly interest payment to be made by PG&E to Chevron with respect to the Jet Fuel Sales Claim. PG&E will make payment to Chevron for interest accruing on and after January 1, 2004 with respect to the Jet Fuel Sales Claim quarterly, as with similar allowed general unsecured claims in PG&E's Chapter 11 case; (c) Chevron will amend the Proof of Claim to reflect the withdrawal of the Electric Standby Service Overcharge Claim and the Brisbane Environmental Indemnity Claim. The Amended Claim will amend and replace the Proof of Claim. Furthermore, the Amended Claim will relate back to the date that the Proof of Claim was initially filed, August 31, 2001, and will be treated as a timely filed proof of claim under the reorganization plan; and (d) The Bakersfield Environmental Indemnity Claim will be determined, resolved or adjudicated, in the same manner as claims classified in Class 8 -- Environmental, Fire Suppression, Pending Litigation, and Tort Claims -- pursuant to the Plan, and will survive the Plan effective date as if the Chapter 11 case had not been commenced. In resolution or adjudication of the Bakersfield Environmental Indemnity Claim, the claim will be deemed to be an allowed claim in a yet to be determined amount, provided that PG&E preserves all of its rights and defenses respecting the Bakersfield Environmental Indemnity Claim that exist under applicable non-bankruptcy law and certain provision of bankruptcy law, including Section 502(d) of the Bankruptcy Code.Headquartered in San Francisco, California, Pacific Gas and Electric Company -- http://www.pge.com/-- a wholly-owned subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest combination natural gas and electric utilities in the United States. The Company filed for Chapter 11 protection on April 6, 2001 (Bankr. N.D. Calif. Case No. 01-30923). James L. Lopes, Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the Debtors in their restructuring efforts. On June 30, 2001, the Company listed $23,216,000,000 in assets and $22,152,000,000 in debts. (Pacific Gas Bankruptcy News, Issue No. 79; Bankruptcy Creditors' Service, Inc., 215/945-7000) PARMALAT GROUP: Judge Drain Approves Interim Co-Pack Agreement--------------------------------------------------------------In Parmalat Group North America's chapter 11 cases, the Official Committee of Unsecured Creditors asks the Court to decline approval of the Interim Co-Pack Agreement unless the term of the Agreement is extended satisfactorily to be fair to unsecured creditors.The Settlement and Interim Co-Pack Agreement between the U.S. Debtors and Oak Tree Farm Dairy, Inc., provides for, inter alia, the payment of a $212,591 prepetition claim to Oak Tree. Moreover, the Debtors agreed to a full release of any preference recovery actions against Oak Tree. The Debtors believe that $225,000 of the payments made to Oak Tree before the Petition Date are not subject to readily available defenses.David M. LeMay, Esq., at Chadbourne & Parke, LLP, in New York, tells the Court that the Committee does not object to the basic terms of the Interim Co-Pack Agreement, nor does the Committee disagree with the U.S. Debtors' assessment of the commercial need to enter into a transaction of this nature. However, in the context of the Prepetition Claim Payment and the Preference Waiver, the Committee -- comprised of unsecured creditors holding claims similar to those of Oak Tree -- believes that the term of Interim Co-Pack Agreement should be extended modestly beyond the December 31, 2004 termination date.When the U.S. Debtors and Oak Tree began negotiating the terms of the Interim Co-Pack Agreement, the Debtors believed that a quick sale of substantially all of their assets was required to preserve the value of their estates for their creditors and other parties-in-interest. The Debtors recently determined, however, that a reorganization of their businesses as a going concern will provide greater benefits to creditors and other parties in interest. As a result of the Debtors' new reorganization strategy, the Debtors' emergence from bankruptcy may occur after the December 31, 2004 termination date of the Interim Co-Pack Agreement.The Interim Co-Pack Agreement, the Committee suggests, should be extended to at least March 31, 2005 so that the U.S. Debtors do not have to renegotiate the agreement in a mere six months while in the process of confirming a plan of reorganization. * * *Judge Drain denies the Committees' Objection and approves terms and conditions of the Interim Co-Pack Agreement.Headquartered in Wallington, New Jersey, Parmalat USA Corporation -- http://www.parmalatusa.com/-- generates more than 7 billion euros in annual revenue. The Parmalat Group's 40-some brand product line includes milk, yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices and employs over 36,000 workers in 139 plants located in 31 countries on six continents. The Company filed for chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP represent the Debtors in their restructuring efforts. On June 30, 2003, the Debtors listed EUR2,001,818,912 in assets and EUR1,061,786,417 in debts. (Parmalat Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000) PEGASUS SATELLITE: Court Okays Employment of Professionals----------------------------------------------------------Pegasus Satellite Communications, Inc., wants to employ the services of various professionals from time to time in the ordinary course of operating their business. Ordinary Course Professionals provide services to the Debtors in a variety of discrete matters, including regulatory issues, tax issues, employee benefit matters and employee-related litigation, intellectual property matters, commercial litigation, and real estate matters.The Debtors want to continue their employment of the Ordinary Course Professionals postpetition without the necessity of filing formal applications for employment and compensation by each professional pursuant to Sections 327, 328, 329 and 330 of the Bankruptcy Code. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in Portland, Maine, explains that because of the large number and geographic diversity of the professionals and the discreet nature of their services performed, it would be unwieldy and burdensome on both the Debtors and the Court to require the Ordinary Course Professional to apply separately for approval of its employment and compensation. Furthermore, the amount of fees paid to the Ordinary Course Professional may be de minimis in any given month but can vary widely from month to month.Mr. Keach asserts that the uninterrupted services of the Ordinary Course Professionals are vital to the Debtors' continuing operations and their ultimate ability to effectuate a successful Chapter 11 process. The cost of preparing and prosecuting the employment and fee applications would be significant and unnecessary because it would ultimately be borne by the Debtors' estates.To ensure that the Ordinary Course Professional is disinterested and does not represent or hold any interest adverse to the Debtors or their estates, the Debtors propose that each Ordinary Course Professional be required to file a declaration of disinterestedness with the Court, and to serve copies on: * the Debtors, * the Debtors' counsel: -- Bernstein, Shur, Sawyer & Nelson 100 Middle Street, P.O. Box 9729, Portland, Maine 04104 Attn: Robert J. Keach, Esq.; -- Sidley Austin Brown & Wood, LLP Bank One Plaza, 10 South Dearborn Street, Chicago, Illinois 60603 Attn: Larry J. Nyhan, Esq., and James F. Conlan, Esq., * the Office of the United States Trustee for the District of Maine, and * the attorneys for any committees that may be appointed.No firm providing services to any Debtor will receive payment for postpetition services rendered until the Declaration of Proposed Professional has been filed with the Court and served on the Notice Parties.The Debtors propose that the Notice Parties will have 15 days after the receipt of each Ordinary Course Professional's Declaration of Proposed Professional to object to the employment of the Professional.Although certain of the Ordinary Course Professionals may hold small unsecured claims against the Debtors, the Debtors do not believe that any of the Ordinary Course Professionals have an interest materially adverse to them, their estates, creditors, or other parties-in-interest. Mr. Keach clarifies that the Debtors are not seeking authority to pay prepetition amounts owed to the Ordinary Course Professionals. Payment ProcedureThe Debtors will pay, without formal Court application, 100% of the fees and disbursements of each Ordinary Course Professional without further delay, as long as: (a) the fees and disbursements do not exceed $20,000 per month for any Ordinary Course Professional, or $200,000 per annum for any Ordinary Course Professional for the duration of the Chapter 11 cases; and (b) no written objection to the payment of the invoice is made by or received by the Debtors. If the parties cannot resolve the objection, the Ordinary Course Professional whose fees are objected to may file a request for payment of the disputed amount with the Court.In the event that in any given month, the fees and disbursements of any Ordinary Course Professional exceed the Monthly Cap applicable, that Ordinary Course Professional would be required to apply for Court approval of all fees and disbursements for the month, but would be entitled to an interim payment up to the amount of the Monthly Cap as a credit against the fees and disbursements for the month ultimately allowed by the Court. In the event that the aggregate of the fees and disbursements exceeds the Aggregate Cap for any given year, the Ordinary Course Professional would be required, on a going-forward basis, to apply for Court approval of all its fees and disbursements in compliance with any interim compensation procedures.According to Mr. Keach, while some of the Ordinary Course Professionals may want to continue to represent the Debtors on an ongoing basis, others may be unwilling to do so if they are unable to be paid on a regular basis. If the expertise and background knowledge of any of the Ordinary Course Professionals with respect to the particular areas and matters for which they were responsible before the Petition Date is lost, the Debtors' estates will undoubtedly incur additional and unnecessary expenses, as other professionals without those background and expertise will have to be employed. * * *The Court allows the debtors to employ the Ordinary Course Professionals on terms substantially similar to those in effect before the Petition Date.Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite Communications, Inc. -- http://www.pgtv.com/-- is a leading independent provider of direct broadcast satellite 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. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000) PER-SE TECHNOLOGIES: Will Report Q2 2004 Earnings on August 4-------------------------------------------------------------Per-Se Technologies (Nasdaq: PSTI), the leader in Connective Healthcare solutions that help physicians and hospitals realize their financial goals, announces that it will release its second quarter 2004 earnings before the market opens on Wednesday, August 4, 2004. The Company will host a conference call with security analysts and institutional investors on Wednesday, August 4, 2004, at 10:00 a.m. Eastern Time to discuss its second quarter 2004 results. A simultaneous, listen-only webcast of the conference call will be available on the Company's website at http://www.per-se.com/in the Investor section by selecting the "Webcasts" link. Listeners should go to the website at least 15 minutes before the scheduled start time of the conference call to download and install any necessary audio software. For those unable to attend the live broadcast of the call, a replay will be available shortly after completion of the call and will be archived on Per-Se's website for approximately 60 days. About Per-Se Technologies Per-Se Technologies (Nasdaq:PSTI) is the leader in Connective Healthcare. Connective Healthcare solutions from Per-Se enable physicians and hospitals to achieve their income potential by creating an environment that streamlines and simplifies the complex administrative burden of providing healthcare. Per-Se's Connective Healthcare solutions help reduce administrative expenses, increase revenue and accelerate the movement of funds to benefit providers, payers and patients. More information is available at http://www.per-se.com/ At March 31, 2004, Per-Se Technologies' balance sheet shows a stockholders' deficit of $14,084,000 compared to a deficit of $17,612,000 at December 31, 2003.PIVOTAL SELF: Closes Acquisition of Phantom Fiber Corporation-------------------------------------------------------------Pivotal Self-Service Technologies Inc. (OTCBB: PVSS) is pleased to announce that the Company has completed the acquisition of Phantom Fiber Corporation. Effective July 7, 2004, the current directors being John Simmonds and Brian Usher-Jones resigned and were replaced by Jeffrey Halloran, Gordon Fowler, Stephen Gesner and Graham Simmonds. John Simmonds, Gary Hokkanen and Carrie Weiler, the Company's CEO, CFO and Secretary, respectively have resigned and are replaced by Jeffrey Halloran as CEO and Vince Bulbrook as CFO and Secretary. The Company over the next few days will complete a change in name from Pivotal Self-Service Technologies Inc. to Phantom Fiber Corporation and will change its trading symbol. Further details on the trading symbol will be communicated when available. In the interim the Company will continue to trade under "PVSS". Jeff Halloran, President and CEO for Phantom Fiber stated, "This is an exciting day at Phantom Fiber. With the acquisition now complete, we can continue executing on our aggressive strategy to extend our solutions to new markets, to forge new partnerships and further develop the Phantom Fiber brand within our industry. With an expanded sales and development team, we can effectively meet our objectives and the expectations of clients and shareholders." John Simmonds, former Chairman and CEO of Pivotal commented, "This completes the transition to Phantom Fiber. I look forward to seeing the result of the seeds we have planted." As a leading provider of secure wireless technology and mobile solutions, Phantom Fiber has launched an innovative wireless software framework that empowers enterprises to efficiently deploy commercial and productivity applications with high performance functionality onto java-enabled phones, smartphones and PDA phones across many communication platforms. Phantom Fiber delivers robust and secure, client / server applications, which are able to generate real revenue models and measurable returns. With solutions built for e-commerce, finance, field service, health and entertainment, the technology extends at anytime from anywhere to the hands of a mobile user. For more details on the company, technology and products, please visit http://www.phantomfiber.com/ * * *As reported in the Troubled Company Reporter's July 1, 2004 edition, Pivotal Self-Service Technologies Inc. has an accumulated deficit of $9,146,487 at March 31, 2004. As a result, substantial doubt exists about the Company's ability to continue to fund future operations using its existing resources. In order to ensure the success of the new business, the Company is dependent upon the ability to realize substantial value from its investment in available for sale securities. The business of Pivotal Self-Service Technologies Inc. (formerly known as Wireless Ventures Inc. and Hycomp, Inc.) is conducted through its wholly-owned Canadian subsidiary Prime Battery Products Limited. On December 31, 2002, Pivotal, through a newly incorporated wholly-owned subsidiary named Prime Battery completed the acquisition of certain business assets of DCS Battery Sales Ltd. Prime Battery distributes value priced batteries and other ancillary products to dollar stores in North America.RESIDENTIAL ASSET: Fitch Downgrades Class B Ratings to B--------------------------------------------------------Fitch Ratings has taken rating actions on the following Residential Asset Mortgage Products, Inc. issue:RAMP Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RZ3: --Class A-5 affirmed at 'AAA'; --Class M-1 affirmed at 'AA'; --Class M-2 affirmed at 'A'; --Class M-3 affirmed at 'BBB'; --Class B downgraded to 'B' from 'BB'.The affirmations of these classes reflect credit enhancement consistent with future loss expectations. The negative rating action on the class B bond is due to the decline in enhancement relative to the applicable credit support levels. As of the June 25, 2004 distribution date, the overcollateralization was $324,839.05 with a target of $1,075,000. REVLON INC: Offering $1,122.24 for Each $1,000 12% Senior Note--------------------------------------------------------------Revlon, Inc. (NYSE:REV) and its wholly-owned subsidiary, Revlon Consumer Products Corporation, together announced that, in connection with the tender offer and consent solicitation by RCPC with respect to any and all of RCPC's 12% Senior Secured Notes due 2005, RCPC will pay $1,122.24 for each $1,000 principal amount of 12% Notes purchased in the tender offer, plus accrued but unpaid interest up to, but not including, the settlement date. The purchase price includes a consent payment of $20.00 per $1,000 principal amount of 12% Notes. Holders of the 12% Notes who have validly tendered, and not withdrawn, their notes pursuant to the tender offer prior to 5:00 p.m. EDT on July 8, 2004 will receive the consent payment. The purchase price was determined by reference to a fixed spread of 75 basis points over the bid side yield (as quoted on Bloomberg screen PX4 at 2:00 p.m. EDT on July 8, 2004) of the 1.875% U.S. Treasury Note due November 30, 2005. The tender offer and consent solicitation will expire at 5:00 p.m. EDT on July 21, 2004, unless extended. The Company currently expects to have an initial settlement on July 9, 2004 for the 12% Notes tendered prior to such date, followed by a final settlement promptly after the July 21, 2004 expiration date for any 12% Notes tendered on or after the initial settlement date, subject to satisfying various conditions, including entry into and funding under the Company's new credit facility. In connection with the initial settlement expected to occur on July 9, 2004 and as part of the Company's previously-announced refinancing of the Company's debt that would otherwise mature in 2005, the Company also expects to enter into on July 9, 2004 a new $960 million credit facility with Citicorp USA, Inc. and Citigroup Global Markets Inc. and a syndicate of lenders. Holders of the notes can obtain copies of the Offer to Purchase and related materials from D.F. King & Co., Inc., the Information Agent, at (800) 949-2583 (toll free) or (212) 269-5550 (collect). Citigroup Global Markets Inc. is acting as Dealer Manager. Questions regarding the solicitation can be addressed to Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect). None of Revlon, RCPC, Citigroup or the Information Agent makes any recommendations as to whether or not holders should tender their notes pursuant to the tender offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their 12% Notes, and, if so, the principal amount of 12% Notes to tender. About Revlon Revlon is a worldwide cosmetics, fragrance, and personal care products company. The Company's vision is to deliver the promise of beauty through creating and developing the most consumer preferred brands. Websites featuring current product and promotional information can be reached at http://www.revlon.com and http://www.almay.com/Corporate investor relations information can be accessed at http://www.revloninc.com/ At March 31, 2004, Revlon Inc.'s consolidated balance sheet shows a stockholders' deficit of $956.4 million compared to a deficit of $1.72 billion at December 31, 2003.SINCLAIR BROADCAST: S&P Assigns BB Ratings To Term Loans--------------------------------------------------------Standard & Poor's Ratings Services assigned its 'BB' rating to Sinclair Television Group Inc.'s $150 million term loan A and $250 million term loan C. A recovery rating of '1' was also assigned to the term loans, indicating high expectations of a full recovery of principal in the event of default. Borrowings under the term loans are being used to refinance the existing term loan B.At the same time, Standard & Poor's affirmed its 'BB-' long-term corporate credit rating on parent company Sinclair Broadcast Group Inc. The outlook is negative.Hunt Valley, Maryland-based Sinclair had total debt outstanding of approximately $1.7 billion at March 31, 2004. "The effect of the transaction is to lower the company's interest expense," said Standard & Poor's credit analyst Alyse Michaelson. The rating on Sinclair continues to reflect high financial risk from aggressive, debt-financed TV station acquisitions and the mature long-term growth prospects for the TV station business. These factors are partially offset by the company's large television audience reach, the strong margin and discretionary cash flow potential inherent in the television broadcasting business, and station asset values. About one-third of Sinclair's total revenue is derived from generally lower-ranked stations affiliated with the still-developing WB and UPN TV networks.Television advertising is picking up in 2004 because of general economic improvement and significant political advertising. TV operators do not have the benefit of sizeable political ad dollars in nonelection years, which create difficult, albeit predictable, revenue comparisons in odd numbered years. Discretionary cash flow growth in 2004 is expected to benefit from the uptick in television advertising, meaningful political ad dollars, and considerably lower capital spending.The negative outlook recognizes that leverage is relatively high for the 'BB-' rating level. There is modest debt capacity at the current rating to withstand operating shortfalls, share repurchases, or acquisitions. Reducing leverage by using cash flow to lower debt, in both political and non-political years, will be important in any consideration of an outlook revision to stable. Stabilizing ad demand should represent a source of support in the intermediate term.SPIEGEL GROUP: Judge Allows Purchase Agreement with Newport News----------------------------------------------------------------Judge Blackshear authorizes Spiegel, Inc., Newport News, Inc., Newport News Services, LLC, and New Hampton Realty Corp. to enter into an amended purchase agreement with Newport News International Limited.On June 24, 2004, Newport News Holdings Corporation announced that Senior Management, in partnership with Golden Gate Capital, has acquired Newport News, a catalog and direct marketing company, from Spiegel, Inc. Post closing, the business will continue to operate under the Newport News Brand name. Terms of the deal were not disclosed. For additional information about the company, see http://www.newportnews.com/ "We are extremely pleased to see that Newport News will move forward under new ownership," said Geralynn Madonna President & CEO of Newport News Holdings Corporation. "This presents an exciting new opportunity for the company to reach its full potential and is a testament to the strength of the brand and the effort put forth by its employees. The Newport News team will remain focused on serving its customers and delivering on its brand promise of 'real style and real value.'"Newport News will continue to be headquartered in New York and operate a distribution facility in Virginia. About Golden Gate CapitalGolden Gate Capital http://www.goldengatecap.com/is a San Francisco- based private equity investment firm with approximately $2.5 billion of capital under management. Golden Gate Capital is dedicated to partnering with world-class management teams to invest in change-intensive, growth businesses. They target investments in situations where there is a demonstrable opportunity to significantly enhance a company's value. The principals of Golden Gate have a long and successful history of investing with management partners across a wide range of industries and transaction types. Consumer products and direct marketing businesses are a core focus of Golden Gate Capital. Other portfolio companies in the sector include Herbalife, Leiner Health Products and Lexicon Marketing. About Newport News Holdings CorporationNewport News Holdings Corporation reaches customers through the Newport News brand, as a dual-channel, direct marketer of moderately priced women's fashions, providing customers with an informative and rewarding shopping experience through catalogs and an e-commerce site http://www.newport-news.com/ Delivering on its brand promise of "real style, real value," Newport News fulfills the modern woman's desire for versatile, on-trend designs at easily affordable pricesHeadquartered in Downers Grove, Illinois, Spiegel, Inc. -- http://www.spiegel.com/-- is a leading international general merchandise and specialty retailer that offers apparel, home furnishings and other merchandise through catalogs, e-commerce sites and approximately 560 retail stores. The Company filed for Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No. 03-11540). James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq., at Shearman & Sterling represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $1,737,474,862 in assets and 1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000) SPIEGEL GROUP: Reports $124.1 Million Net Sales in June 2004------------------------------------------------------------The Spiegel Group reported net sales of $124.1 million for the five weeks ended July 3, 2004, a 23 percent decrease compared to net sales of $160.2 million for the five weeks ended June 28, 2003. Sales comparisons for June were impacted by the company's sale of its Newport News business. Net sales reported for June 2004 include the Newport News business through June 21, 2004, whereas last year's sales include results for the full five-week period. Excluding the Newport News business, the Group's net sales decreased 18 percent for the month of June 2004 compared to June 2003.For the 26 weeks ended July 3, 2004, total net sales declined 21 percent to $660.1 million from $840.2 million in the same period last year.The company also reported that comparable-store sales for its Eddie Bauer division decreased 11 percent for the five-week period and 6 percent for the 26-week period ended July 3, 2004, compared to the same periods last year.Net sales from retail and outlet stores fell 14 percent for the month compared to the same period last year, reflecting a decline in comparable- store sales and fewer stores compared to last year.The Group's direct net sales decreased 31 percent for the month compared to the same period last year primarily due to the sale of the Newport News business, lower customer response and a planned reduction in catalog circulation. Excluding the Newport News business, direct net sales decreased 23 percent for June compared to the same period last year.Headquartered in Downers Grove, Illinois, Spiegel, Inc. -- http://www.spiegel.com/-- is a leading international general merchandise and specialty retailer that offers apparel, home furnishings and other merchandise through catalogs, e-commerce sites and approximately 560 retail stores. The Company filed for Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No. 03-11540). James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq., at Shearman & Sterling represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $1,737,474,862 in assets and 1,706,761,176 in debts.SR TELECOM: Subsidiary Launches Expanded Commercial Operations -------------------------------------------------------------- SR Telecom(TM) Inc. (TSX: SRX; Nasdaq:SRXA) announced that its Chilean network operator subsidiary, CTR, has been granted a license by the Minister of Public Works and Telecommunicationsof Chile that allows CTR to provide urban wireless telecommunication services in the cities of Temuco, Talca, Los Angeles and Chillan. CTR expects to obtain a similar license for the cities of Osorno and Puerto Montt in the coming weeks.SR Telecom will deploy its broadband angel(TM) product for this network application. The angel deployment will permit CTR to offer carrier-class telephony and high-speed Internet access to urban customers at very competitive prices."The pilot project using our angel solution in Temuco was a definitive success, and we are very pleased to begin deploying angel in this region, which is contiguous with CTR's current service area," said David Adams, SR Telecom's Senior Vice-President, Finance and Chief Financial Officer. "This deployment is a part of our previously announced initiative to deploy up to6,000 new lines into several urban areas of Chile. In 2004, we anticipate deploying approximately 4,000 of these lines. The cost to us is minimal as we will be using surplus angel inventory. Combined with the recently approved increase in access charges, this initiative should enable CTR to achieve EBITDA of approximately $7 million on an annualized basis by the end of thecurrent fiscal year." About angelangel is a premier next generation Broadband Fixed Wireless Accessproduct that combines the most advanced multiplexing, Transmission, and modulation technologies to deliver DSL-equivalent data rates and carrier-class voice services within significantly less radio frequency spectrum than other solutions. Additionally, angel's extensive network management capabilities optimize deployability and operability. Developed in close collaboration with a large service provider, angel boosts subscriber coverage to levels that can exceed 95% of a serviceprovider's target market area, and remains cost effective in even the smallest applications. About CTRComunicacion y Telefonia Rural is a provider of local telephone and Internet access services to residential, commercial and institutional customers in a large, predominantly rural area of Chile. CTR is a majority-owned subsidiary of SR Telecom. About SR TelecomSR TELECOM (TSX: SRX, Nasdaq: SRXA) is one of the world's leadingproviders of Broadband Fixed Wireless Access technology, which links end-users to networks using wireless transmissions. For over two decades, the Company's products and solutions have been used by carriers and service providers to deliver advanced, robust and efficient telecommunications services to both urban and remote areas around the globe. SR Telecom's products have been deployed in over 120 countries, connecting nearly two million people.The Company's unrivalled portfolio of BFWA products enables its growing customer base to offer carrier-class voice, broadband data and high-speed Internet services. Its turnkey solutions include equipment, network planning, project management, installation and maintenance.SR Telecom is an active member of WiMAX Forum, a cooperative industry initiative which promotes the deployment of broadband wireless access networks by using a global standard and certifying interoperability of products and technologies. * * *As reported in the Troubled Company Reporter's May 05, 2004edition, Standard & Poor's Ratings Services lowered its long-term corporate credit and senior unsecured debt ratings on SR Telecom Inc. to 'CCC' from 'CCC+'. The outlook is negative."The ratings action reflects continued poor operating performanceand material negative free operating cash flow in 2003, andfollows the company's announcement that it plans to undertakeadditional restructuring of its operations," said Standard &Poor's credit analyst Michelle Aubin.The negative outlook reflects the possibility that the ratings onSR Telecom could be lowered further if the company's operatingperformance and liquidity position do not improve.TALCOTT NOTCH: Fitch Affirms Low-B Ratings of Classes A-4 & B-1 ---------------------------------------------------------------Fitch Ratings affirms six tranches issued by Talcott Notch CBO I, Ltd. The following rating actions are effective immediately: --$5,134,677 class A-1L floating-rate notes due 2009 'AAA'; --$63,000,000 class A-2L floating-rate notes due 2011 'AAA'; --$10,631,903 class A-3B variable coupon notes due 2011 'AA'; --$79,500,000 class A-3L floating-rate notes due 2011 'AA'; --$20,000,000 class A-4 8.417% notes due 2011 'BB+'; --$10,000,000 class B-1 9.667% notes due 2011 'B-'; --$12,000,000 class B-2L floating-rate notes due 2011 remains at 'CCC-'.Talcott Notch is a collateralized debt obligation which closed Oct. 20, 1999 and is managed by General Re-New England Asset Management. Talcott Notch is composed primarily of high yield bonds and loans. Included in this review, Fitch discussed the current state of the portfolio with the asset manager and their portfolio management strategy going forward. In addition, Fitch conducted cash flow modeling utilizing various default timing and interest rate scenarios.Since the last rating action the senior class A overcollateralization ratio increased from 122.8% as of April 17, 2003 to 131% as of the most recent trustee report dated June 17, 2004, and the class A OC ratio increased from 112.5% to 115.4%. The class B OC ratio of 100.9% failed versus the trigger of 103% and the interest coverage ratio of 111.4% failed versus the trigger of 130%. Defaulted assets represented 10.17% of the $201.5 million of total collateral and eligible investments. Assets rated 'CCC+' or lower represented approximately 32.4%, excluding defaults.Prior to the distribution date in April 2004, the collateral manager repurchased $13.5 million of class A-3L notes and $5 million of class A-3B notes in the secondary market at a discount to par. Fitch analyzed this action by the manager and determined that the repurchase increased all of the OC ratios and did not have a negative impact on any class of notes. The action did reduce the coverage test redemption amount paid to the class A-1L and the class A-2L. However, the class A-1L did receive a large cash redemption due to the failure of the interest coverage test during the period.Fitch conducted cash flow modeling utilizing various default timing and interest rate scenarios to measure the breakeven default rates going forward relative to the minimum cumulative default rates required for the rated liabilities. As a result of this analysis, Fitch has determined that the current ratings assigned to all classes of notes still reflect the current risk to noteholders.The ratings of the class A-1L, class A-2L and class A-3L notes address the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the aggregate principal amount by the final maturity date. The ratings of the class A-4, B-1 notes and B-2L notes address the likelihood that investors will receive the cumulative interest amount, as per the governing documents, as well as the aggregate principal amount final maturity date. The rating of the class A-3B addresses the likelihood that investors will receive the current accretion amount by the final maturity date.TESORO PETROLEUM: Fitch Upgrades 4 Low-B Debt Ratings -----------------------------------------------------Fitch Ratings has upgraded the debt ratings of Tesoro Petroleum Corporation following Tesoro's redemption of its $297.5 million of outstanding 9% senior subordinated notes on July 1. The ratings had been placed on Watch Positive in early June following the company's announcement it planned to redeem the notes. Fitch has upgraded the ratings on Tesoro's debt as follows: --Senior secured revolving credit facility to 'BB' from 'BB-'; --Senior secured notes to 'BB' from 'BB-'; --Senior secured term loan to 'BB' from 'BB-'; --Senior subordinated notes to 'B+' from 'B'.The ratings have been removed from Positive Rating Watch and the Rating Outlook is Stable.As expected, Tesoro redeemed the notes through cash on hand as the company benefited from another quarter of very strong refining margins. With the redemption of the notes, Tesoro has reduced balance sheet debt to approximately $1.3 billion from $2.1 billion at the time of the Golden Eagle acquisition in May 2002. Following the redemption, Tesoro had $136 million of cash invested and no borrowings under its recently amended $650 million credit facility. Tesoro owns and operates six crude oil refineries with a rated crude oil capacity of 560,000 barrels per day. Four of Tesoro's refineries are on the West Coast, with facilities in California, Alaska, Hawaii, and Washington. Tesoro also has refineries in Salt Lake City, Utah and Mandan, North Dakota. Tesoro sells refined products wholesale or through approximately 550 branded retail outlets. TITAN CORP: Releases Preliminary Results for Second Quarter 2004----------------------------------------------------------------The Titan Corporation (NYSE: TTN) announced preliminary financial results for the second quarter ended June 30, 2004, noting that the company's quarterly close procedures have not been completed for that period. The preliminary results are being provided to give an update on Titan's operations. The preliminary results are also being provided to announce material costs and charges expected to be recorded by Titan in the second quarter. Final results for the quarter ended June 30, 2004 are expected to be released in the first week of August 2004.Titan expects record revenues for the second quarter of 2004 in the range of $510 million to $515 million, reflecting a growth rate of 16-18% over the second quarter of 2003. Sequential growth over the first quarter of 2004 is expected to be 10-11%. Revenues from Titan's National Security Solutions businesses increased significantly in the services and systems integration areas.Projections for the company's net loss for the quarter and net loss per share include certain expected charges that have not yet been finally determined. The estimated range of the net loss is expected to be $62-$78 million, or $0.74-$0.93 per share, comprised of the following anticipated results and charges: Net loss from continuing operations of $27-$38 million, which includes: -- Operating profit of $33-$35 million, before merger-related costs, government investigation costs and reserves, asset impairments, and interest expense; -- Merger-related and government investigation costs incurred of approximately $8-$9 million; -- Accruals of reserves relating to the estimated additional costs to reach resolution with the government on the Foreign Corrupt Practices Act investigations of $26-$32 million, which are not expected to be tax deductible; and -- Asset impairment charges within continuing operations of $20-$25 million; -- Interest expense of approximately $9 million; -- An estimated tax provision on the operating profit above at an effective rate of 40%; and an estimated tax benefit on the merger-related and government investigation costs, asset impairment charges, and interest expense items above at an effective 40% tax rate. -- Loss on Discontinued Operations of approximately $35-$40 million."Our Board of Directors and management have completed plans for exiting non-core and under-performing businesses that have negatively impacted earnings and cash flow in the past. This strategy will allow us to focus on our National Security Solutions businesses, where we are clearly one of the leading providers," said Gene W. Ray, chairman, chief executive officer, and president."During the second quarter, Titan continued to generate strong revenue growth in our business of serving our nation's military, intelligence, and homeland security needs. We believe that Titan is well positioned to continue its strong revenue growth. In particular: -- Our backlog is more than $5 billion, and we are actively hiring to generate revenue on these contracts. We are presently advertising over 900 job openings on Titan's Web site to help service this backlog; -- Titan's new business opportunities continue to grow, with a healthy pipeline of new contract opportunities; -- We have retained all of Titan's operating general managers, all of whom are committed to delivering continued revenue growth and operating efficiencies," stated Ray. Operating PerformanceOperating profit margins continued to improve across most business areas, due primarily to economies of scale and favorable contract mix. However, these margins will be more than offset in the second quarter by the charges and costs listed above.As previously disclosed, Titan had reserved $3 million as of December 31, 2003 for resolution of the government FCPA investigations. Titan now estimates the incremental cost to resolve this matter with the government will be $26 - $32 million. The company is continuing to cooperate fully with the government to resolve the investigations. The actual provision to be recorded in the second quarter will be determined at the time final earnings are released in early August.The operating loss for the second quarter of 2004 is also expected to reflect approximately $20 - $25 million in asset impairment charges. Approximately half of these charges pertain to impairment of fixed assets directly related to the termination of a program by a civilian government agency in the second quarter, and a reduction in scope of planned business activities in Saudi Arabia. The remainder of these estimated charges are related to a reduction in the estimated realizable value of SureBeam-related assets that were transferred to Titan in an April 2004 bankruptcy court settlement as collateral for the $25 million owed by SureBeam to Titan, and a charge for impairment of a technology license Titan purchased from SureBeam in 2001. Our current estimates indicate insufficient future business and cash flows to recover the carrying value of these assets. Discontinued OperationsTitan also announced that it has put up for sale its non-core Datron World Communications business and its Titan Scan Technologies service business. Titan expects to record after-tax charges in discontinued operations of approximately $24-$28 million in the second quarter of 2004 related to the disposal of these two businesses. The charges are comprised of approximately $18 million of non-deductible impaired intangible assets, mostly goodwill, and fixed asset values not expected to be recovered in the disposal of these businesses.Titan also expects to record a charge of approximately $11 million, after-tax, pertaining to our discontinued Titan Wireless activities in Benin, Africa. This charge, principally the result of the Benin customer's cash flow deficiencies and inability to obtain adequate financing, represents a full allowance for the remaining amount of the past-due $14.5 million receivable on the underlying Benin contract, plus an additional $4 million accrual related to a contingent liability associated with a subcontractor on this project. LiquidityDays sales outstanding (DSO's) were down sequentially in the quarter to approximately 77 days from 84 days at March 31, 2004, and up from 72 days at December 31, 2003. Availability under Titan's senior credit facility at June 30, 2004 was $75 million. Bank debt, net of cash on hand, increased by approximately $20 million during the second quarter. The primary drivers of cash outflows during the second quarter of 2004 included increased receivables due to revenue growth, a $7 million payment to exit a leased facility that was accrued for in 2002, and cash costs related to the merger and the government investigation. Titan was in compliance with all covenants of its credit facility at June 30, 2004, after reflecting the projected range of all estimated charges and losses described above."The merger-related distractions and uncertainties of the last nine months are behind us," said Ray. "We will continue to work diligently to resolve the outstanding issues that face Titan. However, we believe that the heart of the Titan story is a well-positioned national security solutions provider with good growth prospects, a reenergized senior management team, 12,000 experienced, hard-working and dedicated employees, and a corporate culture whose overarching goal is creating shareholder value." Annual Meeting of Stockholders DateTitan also announced that the Board of Directors has established August 19, 2004 as the date of the Annual Meeting of Stockholders of the corporation. About Titan Headquartered in San Diego, The Titan Corporation is a leading provider of comprehensive information and communications systems solutions and services to the Department of Defense, intelligence agencies, and other federal government customers. As a provider of national security solutions, the company has approximately 12,000 employees and annualized sales of approximately $2 billion. * * * As reported in the Troubled Company Reporter's June 30, 2004 edition, Standard & Poor's Ratings Services said that it revised its CreditWatch listing on Titan Corp. to negative from developing, following Lockheed Martin Corp.'s (BBB/Stable/A-2) decision to terminate its $2.2 billion deal to acquire Titan (BB-/Watch Neg/--). The ratings on Titan were originally placed on CreditWatch with positive implications on Sept. 16, 2003, following the announced acquisition of Titan by Lockheed Martin. On March 9, 2004, the CreditWatch listing was revised to developing, following the announcement of a Justice Department probe into whether overseas consultants for Titan Corp. made illegal payments to foreign officials, which jeopardized the completion of its acquisition by Lockheed Martin. Lockheed Martin imposed a June 25, 2004 deadline for Titan to enter into an agreement with the Justice Department, which Titan was unable meet, leading to the termination of the merger.TOWER AUTOMOTIVE: Opens New Joint-Venture Facility in China-----------------------------------------------------------Tower Automotive, Inc. (NYSE:TWR) recently announced the official opening of a new facility for its joint venture operation in Wuhu, China. Tower Automotive owns 80 percent of the joint venture, which is called Tower Automotive Company Ltd. The remaining 20 percent is owned by Chery Automotive Company, a Chinese vehicle manufacturer. The joint venture supplies structural suspension components and other stamped assemblies, most of which are e-coated by the company, to Chery. The joint venture was established in March 2003 and has been operating in leased facilities while the new building was under construction. The new facility covers 28,000 square meters and has 200 employees. The official opening was attended by executives from Tower Automotive, Chery Automotive and First Auto Works (FAW), as well as government officials from Anhui Province. "With cooperation from our Chinese partner and the local authorities, our team at Tower Automotive Wuhu was able to build this facility in record time, and already has established excellent customer relationships," said Vincent Pairet, Regional Leader for Tower Automotive in Asia. "This represents a significant step forward for the growth of our business in Asia," added Tower Automotive President and CEO Kathleen Ligocki. "With operations in Korea, Japan and India as well, we are building a significant footprint in a region where the automotive industry is growing rapidly." Tower Automotive Inc. is a global designer and producer of vehicle structural components and assemblies used by every major vehicle manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, General Motors, Honda, Hyundai/Kia, Nissan, Toyota and Volkswagen Group. Products include body structures and assemblies, lower vehicle frames and structures, chassis modules and systems, and suspension components. The company is based in Novi, Michigan. Additional company information is available at http://www.towerautomotive.com/ * * *As reported in the Troubled Company Reporter's May 20, 2004, Standard & Poor's Ratings Services assigned its 'B-' rating to Novi, Michigan-based Tower Automotive Inc.'s $110 million 5.75% convertible senior debentures maturing in May 2024, to be issued in accordance with SEC Rule 144A with registration rights. Proceeds from the offering, together with a portion of a new senior secured bank credit facility, will repay outstanding indebtedness under Tower's existing bank credit facility and redeem Tower's $200 million 5% convertible subordinated notes due Aug. 1, 2004. "The transactions will improve Tower's financial flexibility by extending debt maturities and increasing available liquidity," said Standard & Poor's credit analyst Daniel DiSenso. "Ratings could be lowered, though, should there be a delay in the timing of benefits to be derived from actions to turn the business around, resulting in the deterioration of credit statistics."TSI TELSYS: Wins New Order for Turnkey RF System ------------------------------------------------TSX Venture Exchange "TSI" - TSI TelSys Corporation announced that its operating subsidiary, TSI TelSys Inc., has received an order worth U.S.$0.3 million from a U.S. defense and aerospacecontractor to deliver an integrated RF system.Jim Chesney, TSI TelSys' President/CEO said "We are very pleased to have received this order for an integrated RF system, as it not only involves delivery of TSI TelSys product, but it will once again utilize our system integration capabilities. The system, which will be built around TSI TelSys' Programmable Wideband Modem, may be one of the first systems ever delivered with high-rate, 16 parallel Viterbi decoding. We expect to deliver thisturnkey system by year-end."Headquartered in Columbia, Maryland, TSI TelSys designs, manufactures and markets high-performance range data receivers, data acquisition, simulation and communication systems for the test range and aerospace communities and provides related engineering services. The Company has been a pioneer in utilizing reconfigurable architectures for communications and data processing, and has incorporated this technology into its productline since 1996. The Company is a leader in providing multi-mission satellite communications systems adaptable to virtually any protocol format and that support data rates up to a gigabit per second.At December 26, 2003, TSI TelSys' balance sheet shows a deficit of C$1,145,834 as compared to a deficit of C$264,753 at December 27, 2002.UNITED AIRLINES: Court Okays Marr Hipp as Special Labor Counsel---------------------------------------------------------------The Court allows UAL Corporation/United Airlines Inc. 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. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000) WACHOVIA BANK: Fitch Affirms Low-B Ratings of 6 2004-C12 Classes----------------------------------------------------------------Wachovia Bank Commercial Mortgage Trust's commercial mortgage pass-through certificates, series 2004-C12, are rated by Fitch Ratings as follows: --$50,000,000 class A-1 'AAA'; --$199,000,000 class A-2 'AAA'; --$82,000,000 class A-3 'AAA'; --$474,876,000 class A-4 'AAA'; --$25,248,000 class B 'AA'; --$9,302,000 class C 'AA-'; --$22,590,000 class D 'A'; --$10,630,000 class E 'A-'; --$115,031,000 class A-1A 'AAA'; --$11,959,000 class F 'BBB+'; --$11,959,000 class G 'BBB'; --$13,288,000 class H 'BBB-'; --$3,986,000 class J 'BB+'; --$2,657,000 class K 'BB'; --$5,315,000 class L 'BB-'; --$3,986,000 class M 'B+'; --$2,657,000 class N 'B'; --$2,657,000 class O 'B-'; --$15,955,508 class P 'NR'; --$1,063,096,508 class IO* 'AAA'; --$13,555,555 class MAD 'BBB-'. * Notional Amount and Interest Only.Class P is not rated by Fitch Ratings. Classes A-1, A-2, A-3, A-4, B, C, D, and E are offered publicly, while classes A-1A, F, G, H, J, K, L, M, N, O, P, IO, and MAD are privately placed pursuant to rule 144A of the Securities Act of 1933. With the exception of the MAD certificates, which represent an interest in a subordinate note secured by the 11 Madison Avenue property, the certificates represent beneficial ownership interest in the trust, primary assets of which are 96 fixed-rate loans having an aggregate principal balance of approximately $1,063,096,508, as of the cutoff date. WORLDCOM INC: Judge Gonzalez Rules KPMG Won't Be Disqualified-------------------------------------------------------------Judge Gonzalez finds that KPMG does not hold an interest adverse to Worldcom Inc.'s estate and is disinterested under Section 327 of the Bankruptcy Code.The Court notes that there is no indication that KPMG is a creditor, an equity security holder or an insider. Moreover, KPMG was and is not a director, officer, or employee of the Debtors, nor do the States make any allegation that KPMG is or has been. Accordingly, Sections 101(14)(A) and (D) of the Bankruptcy Code are not applicable.KPMG does not have an interest adverse to the interests of the estate or of any class of creditors or equity holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors simply because there is a speculative possibility that in the future, some events may render KPMG and the adverse. There also is no indication that KPMG's tax services qualify as a prohibited activity. Thus, the States' contention that KPMG is not disinterested because it serves as both auditor and tax advisor to the Debtors does not appear to be well-founded.According to Judge Gonzalez, the issues raised in the WorldCom Examiner's Final Report did not rise to a level of concern for the Securities and Exchange Commission to warrant calling the matter to the attention of the District Court or the Bankruptcy Court. The SEC also stated that if they had concluded there was a violation of the Auditor Independence Rules, they would have "promptly raised the matter with the [C]ommissioners to see whether they thought further action would be appropriate."The SEC also addressed the issue of confidentiality and stated that it is generally up to the client's counsel to decide whether to disclose non-public preliminary document requests and thatgenerally, the SEC does not advise the client to do so. The SEC said that the reasons for keeping the SEC Requests confidential were to encourage compliance and not to unnecessarily upset the public marketplace.Nonetheless, the Court reviewed the SEC Production and found no indication that the Debtors' determination is an improper exercise of their reasonable business judgment. Judge Gonzalez also observes that there were no material facts in dispute regarding the grounds argued by the States that supported the contentions and legal arguments in the Disqualification Motion. In addition, the discovery requests made by the States are extremely broad and primarily focused on the litigation over the validity of the Royalty Charges rather than on the Disqualification Motion. If the discovery was appropriate at all, it would be in the context of any litigation regarding the Royalty Charges and not in a request to disqualify.The SEC Production, although reviewed by the Court, was not necessary to the disposition of the issues raised by the States in the Disqualification Motion. The SEC Production provided a more comprehensive review of issues related to KPMG's independence, not raised by the States in the Disqualification Motion.Judge Gonzalez also holds that "[t]he interests of all creditors in these Chapter 11 cases would have been hindered by the disqualification, as emergence could have been delayed without any foreseeable benefit to the Debtors' estates." The delay in bringing the Disqualification Motion until the eve of the Debtors' emergence from bankruptcy was potentially disruptive to the Debtors' reorganization. The disqualification would have potentially delayed the Effective Date of the Plan while the Debtors retained new auditors to certify the 2003 financials, delaying resolution of tax claims of Massachusetts and the other states and distributions to all creditors. Had the States raised the issue at an earlier juncture in the case, the Court could have taken corrective measures to address the States' concerns, if warranted.Judge Gonzalez further finds that the States, in addition to having filed the Disqualification Motion as a litigation tactic, was dilatory in the prosecution of the Disqualification Motion.The Court directs the Debtors to resume payments to KPMG under the Monthly Compensation Order, including any accrual of payments since March 19, 2004.Headquartered in Clinton, Mississippi, WorldCom, Inc., now known as MCI-- http://www.worldcom.com-- is a pre-eminent global communications provider, operating in more than 65 countries and maintaining one of the most expansive IP networks in the world. The Company filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y. Case No. 02-13532). On March 31, 2002, the Debtors listed $103,803,000,000 in assets and $45,897,000,000 in debts.On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S. Chapter 11 protection as MCI, Inc. This emergence signifies that MCI's plan of reorganization, confirmed on October 31, 2003, by the U. S. Bankruptcy Court for the Southern District of New York is now effective and the company has begun to distribute securities and cash to its creditors. (Worldcom Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000) W.R. GRACE: Futures Rep. Taps Phillips Goldman & Spence as Counsel------------------------------------------------------------------ In W.R. Grace & Co.'s chapter 11 cases, David T. Austern, the legal representative of future asbestos personal injury claimants, asks the Bankruptcy Court for permission to retain Phillips Goldman & Spence, PA, in Wilmington, Delaware, as his local counsel, retroactive to May 24, 2004.Specifically, Phillips Goldman will: (1) provide legal advice and representation with respect to the Futures Representative's powers and duties in connection with the Debtors' Chapter 11 cases, and any matters which may arise, including in connection with appropriate due diligence, the formulation of a plan, and one or more asbestos payment trusts; (2) prepare and file on the Futures Representative's behalf applications, motions, responses, objections and other pleadings as necessary and as authorized by the Futures Representative; (3) appear on the Futures Representative's behalf in the Debtors' Chapter 11 cases for hearings, meetings of creditors, and other matters as appropriate; (4) advise and represent the Futures Representative with respect to any contested matter, adversary proceeding, lawsuit or other proceeding to which the Futures Representative may be a party; and (5) perform all other necessary legal services that the Futures Representative authorizes or requests.On the Futures Representative's behalf, Phillips Goldman has begun conducting due diligence with respect to the Debtors and their non-debtor affiliates, their financial affairs, prepetition transactions, postpetition matters, and proposals regarding potential plans of reorganization.John C. Phillips, Esq., a director at Phillips Goldman, assures the Court that neither he nor his firm have or represent any interests adverse to the Futures Representative or the Debtors' estates on the matters for which approval of his firm's retention is sought. Phillips Goldman is a "disinterested person" within the meaning of the Bankruptcy Code. (W.R. Grace Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)Y-USA INC: Case Summary & 8 Largest Unsecured Creditors-------------------------------------------------------Debtor: Y-USA Inc. 615 Nash Street Suite 204 El Segundo, California 90245Bankruptcy Case No.: 04-24293Type of Business: The Debtor distributed DVD players until adverse by GBM Logistic forced it out of business.Chapter 11 Petition Date: June 29, 2004Court: Central District of California (Los Angeles)Judge: Ellen CarrollDebtor's Counsel: R. Gibson Pagter Jr., Esq. Pagter & Miller 1551 North Tustin Avenue, #850 Santa Ana, CA 92705-8636 Tel: 714-541-6072Total Assets: UnknownTotal Debts: $17,000,000Debtor's 8 Largest Unsecured Creditors:Entity Nature Of Claim Claim Amount------ --------------- ------------GBM Logistic Services, Inc. Trade Debt $17,146,413c/o James F. LindsayHomberger & Brewer, LLP444 So. Flower St., Ste 3010Los Angeles, CA 90071-2901Calpima Intern. (Macau) Trade Debt $67,375TradingU-Sheng Electronics Co. Ltd. Trade Debt $1,255Douglas J. Pettibone Notice Only Duplicate (Attorney for Arthur Blancone)Stuart Wallach Trade Debt To be amendedChristopher Nance Trade Debt To be amendedAirwaves International Trade Debt To be amendedFreightArthur Blancone Trade Debt To be amended* Ballenger, Cleveland & Issa Expands Into High Growth Market-------------------------------------------------------------The corporate consulting firm of Ballenger, Cleveland & Issa, LLC is pleased to announce the establishment of its new "Emerging and High Growth Companies" consulting practice area. BCI has established this new practice area to provide "value-added" services to those small and mid-sized companies experiencing high growth. One of the cornerstone services of this new practice area will be the provision of new capital through BCI's merchant banking group. The move to create this new practice area is designed to expand upon the Firm's long-established Reorganization and Insolvency Consulting expertise and existing client base, a client base that has benefited from the expertise of BCI and its team of professionals over the past twenty years. "Establishing an 'Emerging and High Growth Companies' practice area is a natural step for BCI," says J. Michael Issa, Executive Managing Director of BCI. "The same principles we employ in the 'turnaround and crisis management' process for troubled companies can greatly benefit those emerging and high growth companies in need of additional management support and new capital sources in order to maximize their potential to reach their next level of success." BCI's new "Emerging and High Growth Companies" practice area consists of the following services: -- General Business Management and Consultation -- Merchant and Investment Banking -- Merger, Sale or Acquisition Due Diligence -- Strategic Planning According to Christopher Wheeler, Managing Director of Special Industries at BCI, the expansion of services provided by BCI is also expected to be a logical extension of the firm's practice. "Given the scope of services traditionally offered by BCI, most of our clients didn't need our help once restored to health. Now we can offer those same clients additional assistance along their path to continued success and growth." Mr. Issa added, "More and more we see companies that cannot handle the business trauma and crisis-like climate that rapid growth can have on an emerging business. Because we have the knowledge and experience to deal with crises, BCI is well positioned to provide assistance to these companies before this growth turns from a positive to a negative." Ballenger Cleveland & Issa, LLC is a leading provider of corporate consulting and merchant banking services to companies with high growth potential in a broad range of industries and disciplines. From its three offices located in Southern California, BCI professionals are available to provide hands-on, specialized assistance in complex matters to domestic and international clients whose businesses are in transition or experiencing rapid growth. Without exception, the professionals at BCI each have decades of extensive hands-on operating experience in senior executive positions at numerous companies in a diverse range of industries. To learn more about BCI please visit http://www.bcillc.com/* BOND PRICING: For the week of July 12 - July 16, 2004------------------------------------------------------- Issuer Coupon Maturity Price ------ ------ -------- ----- American & Foreign Power 5.000% 03/01/30 67 AMR Corp. 10.200% 03/15/20 73 Burlington Northern 3.200% 01/01/45 54 Calpine Corp. 7.750% 04/15/09 62 Calpine Corp. 8.500% 02/15/11 63 Calpine Corp. 8.625% 08/15/10 63 Calpine Corp. 8.750% 07/15/07 69 Comcast Corp. 2.000% 10/15/29 38 Continental Airlines 4.500% 02/01/07 71 Cummins Engine 5.650% 03/01/98 71 Delta Airlines 2.875% 02/18/24 63 Delta Airlines 7.700% 12/15/05 65 Delta Airlines 7.900% 12/15/09 49 Delta Airlines 8.300% 12/15/29 40 Delta Airlines 9.00% 05/15/16 44 Delta Airlines 9.250% 03/15/22 42 Delta Airlines 9.750% 05/15/21 43 Delta Airlines 10.125% 05/15/10 51 Delta Airlines 10.375% 02/01/11 51 Elwood Energy 8.159% 07/05/26 71 Inland Fiber 9.625% 11/15/07 51 Missouri Pacific 4.750% 01/01/30 73 National Vision 12.000% 03/30/09 62 Northwest Airlines 7.875% 03/15/08 71 Northern Pacific Railway 3.000% 01/01/47 53Level 3 Communications 2.875% 07/15/10 73 *********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 email@example.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 NTroubled 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 ***