text: TCR_Public/040623.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 23, 2004, Vol. 8, No. 126 HeadlinesAAT COMMS: S&P Rates Proposed $325M Senior Credit Facility at B-ADELPHIA COMMUNICATIONS: Proposes Lease Rejection ProceduresADVANCED MEDICAL: Gets Enough Consents to Amend 9-1/4% Sr. NotesAIRLEASE: Board Decides to Cease Operations, Dissolve & LiquidateAMERICAN PLASTIC: Case Summary & 39 Largest Unsecured CreditorsANC RENTAL: Issues Notice To Assume And Assign 61 ContractsARCHIBALD: Picks M&M Meat Shops as Initial Bidder for Laura SecordARMSTRONG: Wants To Sell Land To Clark & Hessinger For $910,000ASTRIS ENERGI: Obtains Approval to Dissolve ATSI Joint VentureAURA SYSTEMS: Cures Default on Headquarters FacilitiesBANC OF AMERICA: S&P Gives Low-B Preliminary Ratings to 6 ClassesBRIDGEPORT METAL: Hires Ware Fressola for Patent Infringement WorkCHAS COAL LLC: Case Summary & 20 Largest Unsecured CreditorsDAN RIVER: Panel Gets Nod to Employ Alston & Bird as Co-CounselDB COMPANIES: Wants to Hire Cohn Khoury as Lead AttorneysDII IND: Wants Deadline To Remove Actions Moved to September 13ENRON CORPORATION: Proposes CrossCountry Bidding ProtocolENRON CORPORATION: Court Approves Petrobas Settlement AgreementENRON: Offshore Debtors Obtain Court Nod on U.S. Bank SettlementEPICENTRIX TECH: Reports Name Change & Cease Trade RevocationFEDERAL-MOGUL: 3rd Circuit Sends Asbestos Cases To Judge RodriguezFIBERMARK: Committee Hires Akin Gump as Bankruptcy Co-CounselFOAMEX: Technical Products Group Receives Federal Research GrantGEORGETOWN STEEL: International Steel Closes $18M+ Asset PurchaseGREAT PLAINS: Kansas City Power to Redeem Preferred SecuritiesGRENADA MANUFACTURING: Wants Until July 4 to Make Lease DecisionsHAYES LEMMERZ: Agrees to Extend ADP Avoidance Action DeadlineHEALTHSOUTH: Gets Requisite Consents to Amend 7.0% & 7.375% NotesISACSOFT: Receives 5-Year Contract from Province of ManitobaJ-C HAULING CO: Case Summary & 20 Largest Unsecured CreditorsJILLIAN'S ENTERTAINMENT: Appoints Kurtzman Carson as Claims AgentHIGHWOODS PROPERTIES: Closes $18MM Network Operations Center SaleKAISER ALUMINUM: Senior Subordinated Noteholders Form CommitteeKROLL INC: Holders May Convert 1.75% Convertible Notes to EquityLEFFERT DAIRY: Case Summary & 16 Largest Unsecured CreditorsMADISON ENTERTAINMENT: Case Summary & Largest Unsecured CreditorsMARKLIN PROPERTIES: Files Reorg. Plan and Disclosure StatementMIRANT CORPORATION: Objects To Perryville Energy's 3 Mega ClaimsMOLECULAR DIAGNOSTICS: Lantana Small Cap Holds 7.7% Equity StakeNAPAM INVESTMENTS: Case Summary & 10 Largest Unsecured CreditorsNCI BUILDING: Completes Refinancing & Calls for Note RedemptionNEFF CORP: Improved Performance Prompts S&P's Positive WatchNEWPOWER HOLDINGS: Kellogg Capital Discloses 10.74% Equity StakeOPTIMAL GEOMATICS: Balance Sheet Insolvent by $16M at January 31ORION TELECOMMUNICATIONS: Creditors Must File Claims by July 30OXIS INTERNATIONAL: Ray Rogers Retires as CEO, Pres. and ChairmanPARMALAT: Lenders Agree to Extend Deadline for Plan RequirementsPEGASUS SATELLITE: Honoring Prepetition Employee ObligationsPEGASUS: Wants Court Nod To Continue Support Services AgreementPEGASUS: Court Says DirecTV May Market Service in Same TerritoriesPG&E NATIONAL: Equilon Pays ET Gas $6M+ to Settle Contract DisputePORTOLA PACKAGING: Posts $42.3 Million Deficit at May 31, 2004POT OF GOLD PORTA: Case Summary & 20 Largest Unsecured CreditorsPROTECTIVE FINANCE: S&P Raises Series 1 Class D Rating to BB+QWEST COMMS: Opens New Spanish-Speaking Service Center in PhoenixRCN CORP: U.S. Trustee Appoints Unsecured Creditors' CommitteeREVLON CONSUMER: S&P Assigns B- Rating to Senior Secured DebtREVLON INC: Refinances Debt and Updates 2004 OutlookROO GROUP: Expands Operations to Meet Sales DemandRS GROUP: Appoints Ian Dennis Russell to Board of DirectorsSBD INC: Case Summary & 16 Largest Unsecured CreditorsSHOPKO SORES: Fitch Places Low-B Ratings on Watch PositiveSHYPPCO FINANCE: Fitch Downgrades Class A-2B Rating to BB-TELETECH HOLDINGS: Completes Debt Reduction PlanTHERMACLIME: S&P Places B- Corp. Credit Rating on Watch NegativeTRINITY PLUMAS: Extends Barnett Shale Acquisition to July 19UNIFAB INTERNATIONAL: Nasdaq to Delist Common Stock on June 28UAL CORP: Asks Court to Authorize Settlement With Mae EntitiesUS AIRWAYS: Agrees to Settle AT&T Aircraft Claims For $16,918,817US UNWIRED: S&P Raises Junk Ratings and Removes Credit WatchVIVENDI UNIVERSAL: Lays-Off 350 Workers as Part of Turnaround PlanWACHOVIA BANK: S&P Assigns Low-B Ratings to 6 Ser 2004-C12 ClassesWEIRTON: Gets Nod to Reject Contracts Except for GE Capital LeaseWESTERN WIRELESS: CFO to Present at Wachovia Conference TomorrowWINDERMERE SCHOOL: Asks to Employ Allen Lang as Special CounselW.R. GRACE: Proposes To Establish Non-Asbestos ADR Program* Chadbourne & Parke LLP Adds Attorneys to Pro Bono Committee* Upcoming Meetings, Conferences and Seminars *********AAT COMMS: S&P Rates Proposed $325M Senior Credit Facility at B-----------------------------------------------------------------Standard & Poor's Ratings Services assigned its 'B-' corporate credit rating to St. Louis, Missourri-based wireless tower operator AAT Communications Corp. In addition, the company's proposed $325 million senior secured credit facility has been assigned a 'B-' bank loan rating and a recovery rating of '3', which denotes the expectation for meaningful recovery of principal (50%-80%) in a hypothetical default. The new credit facility will mostly be used to refinance about $185 million of bank debt. The outlook is stable. Pro forma for the refinancing, AAT had outstanding debt of about $200 million, or about $242 million after adjusting for operating leases, at March 31, 2004. "Ratings reflect AAT's significant leverage, expectations of continued opportunistic acquisitions, and relatively small size compared to most of its rated peers," said Standard & Poor's credit analyst Michael Tsao. AAT's leverage, which was about 5.67x debt to annualized post-management fee EBITDA pro forma for the refinancing at the end of first-quarter 2004, is mainly the result of the company's debt-financed acquisition of more than 1,250 towers from wireless carriers and other tower operators since mid-2002. Management's acquisitive track record, combined with available funding and potential acquisition opportunities, make it likely that AAT will continue to make debt-financed acquisitions.Somewhat tempering these concerns are solid tower industry fundamentals. The tower industry is expected to benefit from continued growth of the wireless industry, driven by a combination of additional subscriber penetration and increasing minutes of use. Pressure on carriers to further improve their network quality, especially with the advent of number portability, should also benefit tower operators. The tower industry has significant competitive barriers, such as real estate zoning, high customer switching costs, and long-term leasing contracts with provisions for 3%-5% annual rental rate increases. Towers are also relatively immune to technology risk because they are not dependent on the type of transmission/reception technologies used by carriers and do not face any economically viable alternative. There is also good operating leverage, as towers have mostly fixed costs relating to ground leases, taxes, and maintenance. AAT is the sixth-largest tower operator in the U.S., with about 1,750 owned towers. A substantial portion of its revenues comes from major wireless carriers and their affiliates. Unlike other major tower operators, AAT is not involved in the volatile network services business. Because the company is privately owned by a group of financial investors, there is substantial likelihood that it will be managed to achieve aggressive growth and return on equity.ADELPHIA COMMUNICATIONS: Proposes Lease Rejection Procedures------------------------------------------------------------Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, LLP, in New York, informs the Court that the Adelphia Communications(ACOM) Debtors are parties to 30,000 contracts and leases, including around 1,200 unexpired real property leases and numerous personal property leases, multiple dwelling unit cable service agreements, and other executory contracts. Since the Petition Date, ACOM Debtors have been evaluating their Leases and Contracts to determine which should be rejected as unnecessary and burdensome to their ongoing business operations. The ACOM Debtors have already rejected around 100 leases and contracts.Given that decisions must be made with respect to the remainder of the Leases and Contracts in the weeks and months ahead, the ACOM Debtors propose to establish procedures to facilitate an expeditious and efficient process for rejecting the Leases and Contracts: (1) Any Lease or Contract the ACOM Debtors determined, in the exercise of their business judgment, to be unnecessary and burdensome to their ongoing business operations will be rejected on 10-business day written notice, via facsimile or overnight mail to: -- the non-Debtor party under the Lease and its counsel; -- the counsel for the Official Committee of Unsecured Creditors; -- the counsel for the Official Committee of Equity Holders; -- the counsel for the ACOM Debtors' lenders; and -- the Office of the United States Trustee; (2) The Rejection Notice will be accompanied by a copy of the Court's order approving the Lease Rejection Procedures. The Rejection Notice will be filed with the Court and served on the Notice Parties; (3) If an objection to a Rejection Notice is filed by a Notice Party and is served on the ACOM Debtors' counsel before the expiration of the 10-business day notice period, the ACOM Debtors may schedule the matter to be heard at an omnibus hearing that is at least three business days after the ACOM Debtors provide telephonic, e-mail or facsimile notice to the counsel for the objecting party of the scheduled hearing date; (4) If no objection to a Rejection Notice is timely received, the applicable Lease or Contract will be deemed rejected, and the related property, if any, will be deemed abandoned, on the later of: -- the date set forth in the Rejection Notice unless otherwise agreed, in writing, by the ACOM Debtors and the counterparty to the applicable Lease or Contract; and -- the date the Related Property is surrendered to the counterparty; (5) If a timely objection to a Rejection Notice is received and the Court ultimately approves the rejection of the applicable Lease or Contract, then the applicable Lease or Contract will be deemed rejected, and the Related Property, if any, will be deemed abandoned, as of the date determined by the Court and set forth in any order overruling the objection; and (6) Claims arising out of the rejection of the Leases or Contracts must be filed within 30 days of the date of the Rejection Notice in accordance with the Bar Date Order.The ACOM Debtors also seek the Court's authority to abandon certain personal property relating to and, in most instances, located in the premises governed by the Rejected Leases as of the effective Rejection Date, to the extent that: * they determine that any of their interest in the property has little or no value -- either in connection with their continuing operations or through a sale; or * that the preservation of the property will be burdensome to their estates, compared with the expense of removing or storing the property.In addition, the ACOM Debtors seek the Court's authority to execute and deliver all instruments and documents, and other actions as may be necessary or appropriate to implement and effectuate the Rejection Procedures.Ms. Chapman assures the Court that the counterparties to the Leases and Contracts will not be prejudiced by the Rejection Procedures because, on receipt of a Rejection Notice, the counterparties will have received advance notice of the ACOM Debtors' intent to reject a Lease or Contract, and of the effective date of the rejection. (Adelphia Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)ADVANCED MEDICAL: Gets Enough Consents to Amend 9-1/4% Sr. Notes----------------------------------------------------------------Advanced Medical Optics, Inc. (NYSE:AVO), announced that, as of 5:00 p.m., Eastern Daylight Time, on June 21, 2004, it had received tenders and related consents from holders of approximately 99.99 percent of the outstanding principal amount of its 9-1/4 percent Senior Subordinated Notes due 2010 (CUSIP number 00763MAC2) pursuant to its previously announced offer to purchase for cash any and all of the $70,000,000 outstanding principal amount of the Notes and solicitation of consents to certain proposed amendments to the indenture related to the Notes. The Consent Solicitation expired on the Consent Date. Pursuant to its terms, the Offer will remain open until 12:00 midnight, Eastern Daylight Time, on July 8, 2004, unless extended or earlier terminated. The Offer and the Consent Solicitation is conditioned upon, among other things, the completion by AMO of financing transactions to fund consummation of the Offer and the Consent Solicitation. AMO has received consents necessary to adopt the proposed amendments to the indenture related to the Notes. Among other things, these amendments would eliminate substantially all of the indenture's restrictive covenants and certain events of default contained in the indenture. The supplemental indenture effecting the proposed amendments will become operative on the Initial Payment Date, as described below. Subject to the terms and conditions of the Offer and the Consent Solicitation, AMO will pay the "Total Consideration" to the holders who have validly tendered their Notes and validly delivered their consents to the proposed amendments on or prior to the Consent Date. Total Consideration will be determined based upon the pricing formula set forth in the Offer to Purchase and Consent Solicitation Statement, dated June 9, 2004, pursuant to which the Offer and the Consent Solicitation are being made, with June 22, 2004 being the price determination date. The Total Consideration includes a consent payment of $30.00 per $1,000 principal amount of Notes, and is payable on the applicable payment date. Subject to the terms and conditions of the Offer and the Consent Solicitation, AMO expects to accept for payment and pay for all Notes that have been validly tendered and not validly withdrawn on or prior to the Consent Date on or promptly following the first business day after the Consent Date (the "Initial Payment Date"). AMO will pay to Holders who validly tender their Notes after the Consent Date, but on or prior to the Expiration Date, the Total Consideration minus the Consent Payment. Subject to the terms and conditions of the Offer and the Consent Solicitation, AMO expects to accept for payment and pay for all Notes that are validly tendered and not validly withdrawn after the Consent Date, but on or prior to the Expiration Date, on or promptly following the first business day after the Expiration Date. In addition, AMO may, at its option, elect to accept for payment, and pay for, Notes on interim payment dates after the Initial Payment Date and before the Final Payment Date. Holders will also be paid accrued and unpaid interest from the last interest payment date to, but not including, the applicable payment date. Holders may not withdraw their tenders or revoke their consents at any time after the Consent Date. Lehman Brothers Inc. is acting as the exclusive dealer manager and solicitation agent, Mellon Investor Services LLC is acting as the information agent and The Bank of New York is acting as depositary in connection with the Offer and the Consent Solicitation. Copies of the Statement,, the Letter of Transmittal and Consent, and other related documents may be obtained from the information agent at (877) 698-6865. Additional information concerning the terms of the Offer and Consent Solicitation may be obtained by contacting Lehman Brothers at (800) 438-3242 (toll free) and (212) 528-7581 (collect). About Advanced Medical Optics Advanced Medical Optics, Inc. is a global leader in the development, manufacturing and marketing of ophthalmic surgical and eye care products. The company focuses on developing a broad suite of innovative technologies and devices to address a wide range of eye disorders. Products in the ophthalmic surgical line include foldable intraocular lenses, phacoemulsification systems, viscoelastics and related products used in cataract surgery, and microkeratomes used in LASIK procedures for refractive error correction. AMO owns or has the rights to such ophthalmic surgical product brands as PhacoFlex, Clariflex, Array and Sensar foldable intraocular lenses, the Sovereign phacoemulsification system with WhiteStar(TM) technology and the Amadeus(TM) microkeratome. Products in the contact lens care line include disinfecting solutions, daily cleaners, enzymatic cleaners and lens rewetting drops. Among the contact lens care product brands the company possesses are COMPLETE, COMPLETE Blink-N-Clean, COMPLETE Moisture PLUS(TM), ConseptF, Consept 1 Step, Oxysept 1 Step, Ultracare, Ultrazyme, Total Care and blink(TM) branded products. Amadeus is a licensed product of, and a trademark of, SIS, Ltd. Advanced Medical Optics, Inc. is based in Santa Ana, California, and employs approximately 2,300 worldwide. The Company has direct operations in about 20 countries and markets products in approximately 60 countries. For more information, visit the Company's web site at http://www.amo-inc.com/ * * *As reported in the Troubled Company Reporter's June 18, 2004 edition, Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit and bank loan ratings and its 'B' subordinated debt rating on vision care company Advanced Medical Optics Inc. At the same time, Standard & Poor's assigned its 'B' subordinated debt rating to the company's proposed $275 million senior subordinated convertible notes due in 2024. The outlook is stable.AIRLEASE: Board Decides to Cease Operations, Dissolve & Liquidate-----------------------------------------------------------------Airlease Ltd., A California Limited Partnership, (OTC Bulletin Board: AIRL), announced that the Board of Directors of its General Partner has approved the cessation of the Partnership's business and the dissolution and liquidation of the Partnership. The Board's decision was prompted by the Partnership's sale last month of its three remaining aircraft. The Board is in the process of conducting a review to estimate and provide for the final liabilities of the Partnership. In addition, the Board currently anticipates making only two more distributions to Unitholders. First, the Board anticipates declaring, at the time it files its second quarter Form 10-QSB with the SEC, a distribution to the Unitholders of a majority of the net available funds. Second, the Board anticipates terminating the Partnership and making a final cash distribution to Unitholders out of its remaining net available funds by the end of 2004. The Partnership will continue to file its periodic reports with the Securities and Exchange Commission until the Partnership is terminated. AMERICAN PLASTIC: Case Summary & 39 Largest Unsecured Creditors---------------------------------------------------------------Debtor: American Plastic Surgery, LLC 3600 Mansell Road, Suite 150 Alpharetta, Georgia 30022Bankruptcy Case No.: 04-69432Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- American Plastic Surgery of Florida, LLC 04-69433Type of Business: The Debtor acquires, develops and manages elective cosmetic and laser surgery centers. See http://www.americanplasticsurgery.us/Chapter 11 Petition Date: June 10, 2004Court: Northern District of Georgia (Atlanta)Judge: C. Ray MullinsDebtor's Counsel: John A. Thomson, Jr., Esq. Womble, Carlyle, Sandridge & Rice, PLLC Suite 3500 One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309 Tel: 404-888-7409 Fax: 404-870-4841Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionA. American Plastic Surgery's 19 Largest Unsecured Creditors:Entity Claim Amount------ ------------Mentor-Aesthetics Products $161,545Allergan $31,160Copeland/Studios $12,070Maui Clinic Pharmacy $6,651Condon, Dennis $3,606Summer Street Properties LLC $3,437Altavilla, Patricia $2,523Permacare Janitorial Service $1,212ADP, Inc. $953Anesthesia Specialist $899Infinite Conferencing $876Aramatic Refreshment Servs. Inc. $780DHL Express Inc. $775Bellsouth $693dMedia $500Ascend Media, LLC $327Bryant Answering Service $124Crown Sanitary Supply, Inc. $107Mahoney, Ellen M.D. $19B. American Plastic Surgery of Florida's 20 Largest UnsecuredCreditors:Entity Claim Amount------ ------------McKesson General Medical Corp. $35,071United Anesthesia Group, Inc. $33,000Galleria Professional $29,538McKesson Specialty Dist. $27,097Bellsouth Advertising Publishing Corp. $26,834Pinnela, John $18,225Tri Factors Investment Corp. $11,264Byron Medical, Inc. $8,588Employment Resources $7,652Medallion Enterprises $4,792Holy Cross Hospital $4,515Telecheck Services, Inc. $4,500McKesson $4,272Health Waste Removal & Servs., Inc. $3,866Proex Surgical Inc. $3,855Reddy, Kris, M.D., P.A. $3,823W.L. Gore & Associates, Inc. $3,580Office Products America $3,118Lynx Cosmetisoft $3,000Larrieux, Rachel $2,455ANC RENTAL: Issues Notice To Assume And Assign 61 Contracts -----------------------------------------------------------On August 21, 2003, the Court authorized the ANC Rental Corporation Debtors' assumption and assignment of 233 leases and contracts to Vanguard Car Rental USA, Inc., and established procedures to assume and assign additional contracts and leases. The August 21 Order states that the Debtors may seek authority to assume and assign additional executory contracts and unexpired non-residential real property leases by providing notice of their intent to: -- Alamo Rental (US), Inc., -- National Rental (US), Inc., -- Vanguard, -- the counsel for Liberty Mutual Insurance Company, and -- each counterparty to the agreement,along with any cure amount. Pursuant to the August 21 Order, the Debtors sent notices to counterparties of 60 more contracts. The Debtors also provided Liberty and the Official Committee of Unsecured Creditors with copies of each Notice.Consequently, the Court authorizes the Debtors to assume and assign six contracts and equipment schedules to Vanguard: Counterparty Contract ------------ -------- Zenrin USA, Inc. Trademark License Pact ATEL Capital Equipment Fund, VIII, LLC Master Lease Agreement Equipment Schedule 1A Equipment Schedule 1B Equipment Schedule 2A Equipment Schedule 1BThe Debtors will also assume and assign to Vanguard 55 insurance policies issued by Travelers Insurance Company: A. Policy Holder -- Alamo Rent-A-Car, Inc.: (1) Loss Sensitive Policy -- URLUB 394J0905, (2) Loss Sensitive Policy -- URUB 397G6124, (3) Loss Sensitive Policy -- URUB 398G0358, (4) Loss Sensitive Policy -- UDSKUB 398G038A, (5) Loss Sensitive Policy -- URJUB 398G0334, (6) Loss Sensitive Policy -- URKUB 398G0346, and (7) Loss Sensitive Policy -- URLUB 398G0592, and B. Policy Holder -- National Car Rental Systems, Inc.: (1) TRFMC 105T8405, (2) TRNSL 105T6417, (3) TRMH 105T8510, (4) TRMH 105T8522, (5) TRMH 105T8534, (6) TRMV 106T5482, (7) TRMV 106T5851, (8) TRMV 106T6097, (9) TRMV 106T6270, (10) TRMV 106T6189, (11) TRBLA 106T7230, (12) TRMV 106T7346, (13) TRMV 106T736A, (14) TRBLA 106T744A, (15) TRMV 106T779A, (16) TRMV 106T8005, (17) TRBLA 106T8091, (18) TRBLA 132T7044, (19) TRBLA 140T3580, (20) TREEUB 191T4841, (21) TRMV 193T7264, (22) TRNSA 1931T7264, (23) TREENSA 193T7381, (24) TRND 199T0280, (25) TDSJUB 201T0782, (26) TROLJUB 224T3821, (27) TC2JCAP 230T7830, (28) TL2IUB 231T3314, (29) TROLJUB 232T8075, (30) TC2JUB 232T804A, (31) TJUB 232T8131, (32) TNSL 143T6771, (33) TNSL 143T6763, (34) TCPP 148T9205, (35) TCA 148T9217, (36) TCAS 149T6903, (37) TCAM 149T6915, (38) TCA 149T6927, (39) TEENSA 166T8011, (40) TMTC 189T5625, (41) TSIEX 198T3244, (42) TEENSA 198T7753, (43) TJGLSA 198T8393, (44) TJEAP 218T0734, (45) TJCAP 230T8003, (46) TJCAP 237T031A, (47) TCSCSSC 240T0089, and (48) CSCC 160T3203Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation, is the world's third-largest publicly traded car rental company. The Company filed for chapter 11 protection on November 13, 2001 (Bankr. Del. Case No. 01-11200). On April 15, 2004, Judge Walrath confirmed the Debtors' 3rd amended Chapter 11 Liquidation Plan, in accordance with Section 1129(a) and (b) of the Bankruptcy Code. Upon confirmation, Blank Rome, LLP, and Fried, Frank, Harris, Shriver & Jacobson, LLP, withdrew as the Debtors' counsel. Gazes & Associates, LLP, and Stevens & Lee, PC, serve as substitute counsel to represent the debtors' post-confirmation interests. When the Company filed for protection from their creditors, they listed $6,497,541,000 in assets and $5,953,612,000 in liabilities. (ANC Rental Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service, Inc., 215/945-7000) ARCHIBALD: Picks M&M Meat Shops as Initial Bidder for Laura Secord------------------------------------------------------------------ Chicago-based Archibald Candy Corporation announced that it has selected M&M Meat Shops Ltd., Canada's largest retail chain of specialty frozen foods, as the initial bidder in the sale of Laura Secord, one of Canada's leading marketers and retailers of boxed chocolates, scooped ice cream and other confectionery items.Under the agreement M&M Meat Shops, which was selected from a group of bidding companies, will acquire all of the assets of Laura Secord from Archibald and its Canadian subsidiary for an estimated aggregate amount of C$25.5 million. In addition, M&M Meat Shops has agreed to assume all of Laura Secord's existing leases, supplier and customer arrangements and employees. However, as specified in the definitive agreement signed with M&M Meat Shops, approval of the transaction is conditional upon the outcome of a formal auction process to be conducted under the joint supervision of the Courts in the U.S. and Canada in connection with the Chapter 11 proceedings initiated by Archibald, Laura Secord's parent company, in January 2004.This so called "stalking horse" process featuring the selection of an initial - or stalking horse - bidder and a subsequent formal auction process is common in the United States and is being considered more frequently in Canada. In accordance with procedures to be approved by the Courts, qualified potential bidders in both countries will be able to review the agreement executed with M&M Meat Shops and to submit competing bids before a stated deadline to be approved by the Courts. In the event that any parties submit qualified competing bids, Archibald expects to convene a formal auction in Toronto at a date to be determined. Following such date, the agreement with the successful bidder will be submitted to the Courts for approval.Any parties potentially interested in participating in the sale process and submitting competing proposals may contact Michael Levy of Paragon Capital Partners, the New York-based investment banker advising Archibald in connection with its divestiture of assets. Upon joint Court approval of the bidding procedures to be followed, Archibald intends to make public additional information in this regard."We're delighted that M&M Meat Shops will serve as our initial bidder, or stalking horse," said Jim Ross, Archibald's Chief Restructuring Officer. "M&M Meat Shops is one of Canada's most successful franchise chains with proven knowledge of the retail and foodservice industries. It has been recognized as one of the country's best-managed companies and is known for its business expertise and community involvement. M&M Meat Shops has set a minimum bid threshold for others to exceed if they are interested in acquiring Laura Secord."Mac Voisin, President of M&M Meat Shops, said, "We're pleased to have been chosen to provide the initial bid to acquire this Canadian retail icon. With an excellent brand, history and national reach, Laura Secord will make a wonderful partner. We would love the opportunity to be that partner."Tim Weichel, President of Laura Secord, said, "We welcome this next stage in our sale process. We're confident that, together with new ownership, we have the platform from which we can continue to build our business and generate value. We're very pleased that M&M Meat Shops has indicated that it will retain our employees and maintain our ongoing relationships with suppliers, customers, landlords and other stakeholders."Laura Secord is taking certain procedural steps in connection with Archibald's Court-supervised restructuring to facilitate the cross-border auction process. Laura Secord will apply for an Order of the Ontario Superior Court of Justice appointing an Interim Receiver with limited powers."The application for the appointment of an Interim Receiver is simply a procedural step taken in connection with the sale being conducted under Archibald's restructuring process," Jim Ross noted. "It is in no way indicative of Laura Secord's business or prospects. The company is doing well and has a bright future ahead, as evidenced by the number of parties that expressed interest in participating in the sale process.""Laura Secord is in excellent health and is well positioned for continued success," Tim Weichel added. "The company continues to enjoy tremendous good will, healthy performance, positive cash flow and solid results. Most recently we've enjoyed a successful Easter and Father's Day period, our "School's Out" teachers gift program is showing strong growth, and we've enhanced our popular ice cream offering with the introduction of some exciting new products."Under the Order being sought, if granted, the Interim Receiver's role will be limited to the sale process and will not include any measure of control over Laura Secord itself. The business will continue in the normal course and under management's direction. Laura Secord has been and continues to be current on all of its payments to its third party vendors, its landlords and its employees. Laura Secord is not in monetary default of any of its obligations."The agreement with M&M Meat Shops and other materials concerning the sale process will be available on the Web site -- http://www.kccllc.net/acc/-- of the U.S. claims agent in the matter of Archibald's restructuring once those materials are filed and approved.Founded in 1913, Laura Secord operates 160 retail shops, distributes its products in more than 2,000 third party retail outlets across Canada and has 1,600 employees. Laura Secord's business is conducted by Archibald Candy (Canada) Corporation, a wholly-owned subsidiary of Laura Secord Holdings Corporation, which is a wholly-owned subsidiary of Archibald. Archibald Candy (Canada) Corporation is not a direct party to Archibald's U.S. bankruptcy proceeding. Additional information on Laura Secord can be found at http://www.laurasecord.ca/A Kitchener-based business, M&M Meat Shops opened its first store in 1980 and now has more than 375 locations across Canada, including 200 in Ontario. M&M Meat Shops offers hundreds of meal ideas for today's busy families ranging from succulent steaks to delicious desserts. For more information on M&M Meat Shops visit http://www.mmmeatshops.com/ARMSTRONG: Wants To Sell Land To Clark & Hessinger For $910,000---------------------------------------------------------------Armstrong World Industries, Inc., proposes to sell, free and clear of liens, claims and encumbrances, 28.1 acres of land located in the Township of East Donegal, Lancaster County, Pennsylvania, to Jeffrey S. Clark, Ann M. Clark, Mark C. Hessinger, and Jennifer C. Hessinger. The Buyers will use the property as a distribution center for outdoor power equipment.AWI also seeks the Court's permission to pay Commercial Prime Properties a 6% commission on this sale. The purchase price is $910,000, or $32,500 per acre.AWI owns a parcel of vacant land consisting of approximately 98 acres located at the east end of its Marietta plant in the Township of East Donegal, Pennsylvania. AWI bought the property in 1973 with the original intent of expanding the Marietta plant. Prior Failed SalesThe property has never been used by AWI. In July 1998, AWI concluded that it did not anticipate any future need for the property and determined to sell it. Accordingly, AWI employed Commercial Prime Properties, then known as Commercial Industrial Brokers, Inc., to help sell it. For almost 6 years Commercial Prime engaged in extensive efforts to sell the property. In that time period, only two parties, other than the Buyers, expressed serious interest. The first prospective buyer negotiated to buy 50 of the 98 acres for $34,500 an acre. That transaction was terminated by the prospective buyer because of obstacles it met in the development process. A second prospective buyer expressed interest in the entire 98 acres at $34,500 per acre, and AWI was authorized by the Court to sell the property. However, the buyer could not find the necessary financing to close.AWI and Commercial Prime believe that there is a limited market for the property for various reasons, including its site in an industrial area. Even though there has been a substantial amount of industrial acreage on the market in Lancaster County, very little has actually sold because of a depressed market arising from the better access to highways available in neighboring highways, and their more aggressive promotion of industrial growth. The Sale TermsThe Buyers have deposited $5,000 with Commercial Prime, with the remainder of the purchase price to be paid at closing. AWI will pay $35,000 to Commercial Prime on closing from the purchase price.The Sale Agreement is expressly contingent on the Buyers' receipt of zoning approval from East Donegal Township to use the Marietta property as a distribution center. After completion of the due diligence period, the Buyers have an additional 240 days to obtain, at their sole cost, all necessary governmental agency permits and approvals for their intended use. If these approvals are not forthcoming within that period, the parties agree to an extension of 30 additional days.The sale is conditioned on the satisfactory completion of the Buyers' due diligence to be carried out over a 90-day period after the Court's approval of the sale. If any defects are discovered, notice will be given to AWI, and if not cure, the sale agreement will be void and the deposit will be returned to the Buyers.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. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000) ASTRIS ENERGI: Obtains Approval to Dissolve ATSI Joint Venture--------------------------------------------------------------Astris Energi Inc., the world's leading alkaline fuel celltechnology company, announced that the Quebec Superior Court has ruled in Astris' favour and supported its application to immediately wind up and liquidate Astris Transportation Systems Inc., a corporation that was formed jointly with Care Automotive Inc. Astris served notice in November 2003 that its agreements with Care were effectively terminated, as Care did not meet its funding commitment for the proposed joint venture which was to manufacture and market Astris fuel cell systems for vehicular use."We are pleased to have this situation successfully settled," said Jiri Nor, President and Chief Executive Officer. "Our focus is on progressing toward pilot production of our POWERSTACK MC250 later this summer, to be followed by full-scale production. We have signed one agreement and are discussing others which would support pilot production." About Astris Energi Inc.Astris is a late-stage development company committed to becoming the leading provider of affordable fuel cells and fuel cell generators internationally. Over the past 20 years, more than $17 million has been spent on the development of Astris' AFC. The company is commencing pilot production of its POWERSTACK(TM) MC 250 technology in 2004. Astris is the only publicly traded company in North America focused exclusively on the alkaline fuel cell.Additional information is also available at the company's website at http://www.astris.ca At December 31, 2003, Astris Energi Inc.'s balance sheet shows a total shareholders' deficit of $135,975.AURA SYSTEMS: Cures Default on Headquarters Facilities------------------------------------------------------Aura Systems, Inc. (OTC Bulletin Board: AURA) announced that it has cured the default on its headquarters facilities and that the previously announced foreclosure sale has been cancelled. Additionally, the Company has entered into a sale and leaseback agreement with a purchaser of the facilities whereby the Company will remain in its current location under a four year lease arrangement. The sale and leaseback transaction should close within the next 120 days. About Aura SystemsAura Systems Inc., an ISO 9001 certified company, is a technology leader in mobile power. The Company develops and sells AuraGen(R) mobile induction power systems to the industrial, commercial and defense mobile power generation markets. The Company's unique and patented energy solution is the only proven, commercially available pure sine wave power system that can continuously provide thousands of watts of power at low engine speed, and is fully integrated under the vehicle hood. The AuraGen(R) is capable of generating full power, up to 8,500 watts, at all engine speeds including enhanced engine idle speed for gasoline engines and at idle speed for bigger diesel engines. The AuraGen(R) combines sophisticated mechanical and electronics design, advanced engineering and breakthrough electromagnetic technology to produce a highly reliable and flexible mobile power generating system that creates alternating current (AC) and direct current (DC) electricity, both with and without the engine on. For more information about the Company's AuraGen(R) product visit the company's website at http://www.aurasystems.com/BANC OF AMERICA: S&P Gives Low-B Preliminary Ratings to 6 Classes-----------------------------------------------------------------Standard & Poor's Ratings Services assigned its preliminary ratings to Banc of America Commercial Mortgage Inc.'s $1.16 billion commercial mortgage pass-through certificates series 2004-3.The preliminary ratings are based on information as of June 21, 2004. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings.The preliminary ratings reflect the credit support provided by the subordinate classes of certificates, the liquidity provided by the fiscal agent, the economics of the underlying loans, and the geographic and property type diversity of the loans. Classes A-1, A-2, A-3, A-4, A-5, B, C, D, and E are currently being offered publicly. The remaining classes will be offered privately. Standard & Poor's analysis determined that, on a weighted average basis, the pool has a debt service coverage of 1.58x, a beginning LTV of 90.7%, and an ending LTV of 78.0%. Preliminary Ratings Assigned Banc of America Commercial Mortgage Inc. Class Rating Amount ($) A-1 AAA 23,000,000 A-2 AAA 34,000,000 A-3 AAA 125,000,000 A-4 AAA 110,000,000 A-5 AAA 414,397,485 B AA 28,879,200 C AA- 11,551,680 D A 24,547,319 E A- 11,551,680 A-1A AAA 284,159,066 F BBB+ 15,883,560 G BBB 11,551,680 H BBB- 15,883,560 J BB+ 4,331,880 K BB 5,775,840 L BB- 5,775,840 M B+ 4,331,880 N B 2,887,920 O B- 2,887,920 P N.R. 18,771,480 X* AAA 1,155,167,990** *Interest-only class. **Notional amount. N.R.-Not rated.BRIDGEPORT METAL: Hires Ware Fressola for Patent Infringement Work------------------------------------------------------------------The Bridgeport Metal Goods Manufacturing Company sought and obtained approval from the U.S. Bankruptcy Court for the District of Connecticut, Bridgeport Division, to employ Ware, Fressola, Van Der Sluys and Adolphson, LLP as its Special Counsel. The Debtor relates that Ware Fressola represented it prepetition in connection with the preparation and prosecution of patent applications in the United States and foreign countries. The firm has: i) advised the Debtor regarding various infringement issues; ii) evaluated new developments both for freedom from infringement and potential patent liability; iii) negotiated various agreement including license agreements; iv) prepared schedules for potential buyers; and v) represented the Debtor in third-party discovery matters.The Debtor wishes to retain Ware Fressola to continue handling all infringement issues, which are pivotal to the resolution of its chapter 11 proceeding and the reorganization of the Debtor.Ware Fressola will continue the patent-related services. The Debtor tells the Court that the firm has extensive knowledge of all matters that fall within the purview of intellectual property. The hourly rates charged by the firm range from $180 to $330 per hour. James Frederick, Esq., is anticipated to have primary responsibility on this case. Mr. Frederick's current hourly rate is $320 per hour.Headquartered in Bridgeport, Connecticut, Bridgeport Metal Goods Manufacturing Co. -- http://www.bmgmfg.com/-- is engaged in the business of manufacturing, decorating and assembling plastic cosmetic containers and packaging products. The Company filed for chapter 11 protection on March 30, 2004 (Bankr. D. Conn. Case No. 04-50412). Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley represent the Debtor in their restructuring efforts. When the Company filed for protection from its creditors, it listed both estimated debts and assets of over $10 million.CHAS COAL LLC: Case Summary & 20 Largest Unsecured Creditors------------------------------------------------------------Debtor: Chas Coal, LLC 830 South Main Street, Suite 3 London, Kentucky 40741Bankruptcy Case No.: 04-60972Type of Business: The Debtor is a provider of high quality, low sulfur Eastern Kentucky coal. See http://www.chascoal.com/Chapter 11 Petition Date: June 17, 2004Court: Eastern District of Kentucky (London)Judge: Joseph M. Scott Jr.Debtor's Counsel: Robert Gregory Lathram, Esq. Law Offices of R. Gregory Lathram, P.S.C. 113 West 5th Street London, KY 40741 Tel: 606-862-1600Total Assets: $28,080,624Total Debts: $8,601,895Debtor's 20 Largest Unsecured Creditors:Entity Claim Amount------ ------------Georgia Power Company $1,500,000c/o Southern Company Services, Inc.Post Office Box 2641Birmingham, AL 3521-8160Virginia Electric & Power Company $462,000Innsbrook Technical Center5000 Dominion, Boulevard 1NWSuperior Highwall Miners, Inc. $247,000South Mississippi Electric Power $226,864AssociateNational City Leasing Corporation $216,273Phillips Machine Service, Inc. $173,043Asher Land & Mineral LTD $145,979DiamondHead Coal Sales $131,128Industrial Supply $103,530Begley Resources, Inc. $87,753Whayne Supply Company $82,024Ashland Bulk Plant #5 $73,762Mineral Labs, Inc. $63,531Van Meter Insurance, Inc. $47,424Commonwealth Administrators, LLC $33,160Security Engineers, Inc. $30,614Kentucky Utilities $29,521Detroit Edison Company $25,000Austin Sales, Inc. $22,562Brooks Tire Service, Inc. $17,097DAN RIVER: Panel Gets Nod to Employ Alston & Bird as Co-Counsel ---------------------------------------------------------------The Official Unsecured Creditors Committee appointed in Dan River Inc.'s chapter 11 cases sought and obtained approval from the U.S. Bankruptcy Court for the Northern District of Georgia, Newnan Division, to hire Alston & Bird LLP as its co-counsel. The Committee expects Alston & Bird to: a) assist, advise and represent the Committee and its constituencies in connection with the administration of the Debtors' cases; b) assist, advise and represent the Committee in any investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation and profitability of the Debtors, the operation of the Debtors' businesses and the desirability of the continuance or disposition of such businesses, and any other matters relevant to the Debtors' cases or to the formation of the plan or plans of reorganization; c) assist, advise and represent the Committee in its participation in the negotiation, formulation and drafting of a plan or plans of reorganization, and in its advice to those represented by the Committee as to the Committee's recommendation with respect to any such plan or plans of reorganization; d) assist, advise and represent the Committee with respect to the legal issues raised by the Debtors' business operations; e) assist, advise and represent the Committee with respect to any investigation of causes of action that may enhance the Debtors' estates; f) assist, advise and represent the Committee in the performance of all of its duties and powers under the Bankruptcy Code and the Bankruptcy Rules and in the performance of such other services as are in the interest of those represented by the Committee.The hourly rates of those associates, counsel and partners of Alston & Bird who may be involved in these cases are: Professionals Billing Rate ------------- ------------ Dennis J. Connolly $545 per hour Mark I. Duedall $420 per hour Jason H. Watson $420 per hour William S. Sugden $185 per hourHeadquartered in Danville, Virginia, Dan River Inc. -- http://www.danriver.com/-- is a designer, manufacturer and and marketer of textile products for the home fashions, apparel fabrics and industrial markets. The Company filed for chapter 11 protection on March 31, 2004 (Bankr. N.D. Ga. Case No. 04-10990). James A. Pardo, Jr., Esq., at King & Spalding represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $441,800,000 in total assets and $371,800,000 in total debts.DB COMPANIES: Wants to Hire Cohn Khoury as Lead Attorneys---------------------------------------------------------DB Companies, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for permission to hire Cohn Khoury Madoff & Whitesell LLP as lead counsel in their chapter 11 proceedings. The Debtors tell the Court that the Firm has extensive expertise and experience in bankruptcy law and particularly in representing debtors in Chapter 11 cases. Additionally, the Firm has become intimately familiar with the Debtors' businesses and operations. Cohn Khoury will: a. provide legal advice with respect to the Company's powers and duties as debtors-in-possession in the continued operation of its business and management of its property; b. assist with the planned sale of the Company's assets; c. prepare on behalf of the Company necessary applications, motions, answers, orders, reports and other legal papers; d. appear in, and to protect the interests of the Company before this Court; e. negotiate, prepare and seek confirmation of any plan of liquidation that may be pursued by the Company; and f. perform all other legal services for the Company which may be necessary and proper in these Chapter 11 cases.The current hourly rates of the Firm's attorneys and paralegals are: Professionals Billing Rate ------------- ------------ Daniel C. Cohn $520 per hour A. Davis Whitesell $395 per hour David B. Madoff $375 per hour Michael A. Khoury $355 per hour Kristin M. McDonough $275 per hour Christopher M. Candon $235 per hour Michelle L. P. Alston $145 per hour (paralegal) Headquartered in Pawtucket, Rhode Island, DB Companies, Inc. -- http://www.dbmarts.com/-- operates and franchises a regional Chain of DB Mart convenience stores in Connecticut, Massachusetts, Rhode Island, and the Hudson Valley region of New York. The Company filed for chapter 11 protection on June 2, 2004 (Bankr. Del. Case No. 04-11618). William E. Chipman Jr., Esq., at Greenberg Traurig, LLP represents the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed estimated assets of over $50 million and debts of approximately $65 million.DII IND: Wants Deadline To Remove Actions Moved to September 13---------------------------------------------------------------The DII Industries, LLC Debtors ask the Court to extend the time within which they may file notices of removal with respect to civil actions pending on the Petition Date, through and including September 13, 2004, without prejudice to their right to seek further extensions.The Debtors are parties to numerous civil actions pending in various tribunals, and relating to a wide variety of claims.Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, in Pittsburgh, Pennsylvania, explains that the Debtors have no present intention to remove any of the Prepetition Actions. Nevertheless, an additional extension of the Removal Period is warranted to preserve the possibility of removal in the unlikely event that the Debtors' Chapter 11 cases fail to achieve the swift and orderly resolution expected.Mr. Zanic notes that by means of its Stay Relief Order, the Court has authorized the continuation of all non-asbestos or silica-related litigation against the Debtors during the pendency of their Chapter 11 cases. The Debtors' request to extend their Removal Period does not seek to alter or impair the protection granted by the Stay Relief Order in any way. Furthermore, the rights of the Debtors' adversaries will not be prejudiced by an extension since they will be able to continue litigation of the Prepetition Actions pending removal, and may seek to have any removed Prepetition Action remanded to the State Court pursuant to 28 U.S.C. Section 1452(b) following its removal.The Court will convene a hearing on July 21, 2004 to consider the Debtors' request. By application of Local Bankruptcy Rule 9013-6 for the Western District of Pennsylvania, the Debtors' Removal Period is extended until the disposition of the Debtors' request. Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged in the engineering and construction business, providing a wide range of services to energy and industrial customers and government entities in over 100 countries. DII has no business operations. The Company filed for chapter 11 protection on December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the Debtors in their restructuring efforts. (DII & KBR Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)ENRON CORPORATION: Proposes CrossCountry Bidding Protocol---------------------------------------------------------Enron Corporation, Enron Operations Services, LLC, and Enron Transportation Services, LLC, and non-debtor affiliate EOC Preferred, LLC, wish to implement a competitive bidding process that is designed to generate a maximum recovery for the Debtors.Hence, the Debtors ask the Court to: (a) establish procedures for the solicitation and consideration of qualified proposals, and for selection of the highest or best proposal, to purchase the Equity Interest; (b) approve the Sellers' payment of a break-up fee to NuCoastal, LLC, on the conditions set forth in the Purchase Agreement; (c) authorize and schedule the Auction at which higher bids will be solicited for the sale of the Equity Interest to be held on September 1, 2004; (d) schedule the Sale Hearing on September 9, 2004 where the Sellers will seek authority to enter into the Purchase Agreement with NuCoastal or the Winning Bidder; and (e) approve the Notice Procedures. The Bidding ProceduresThe Debtors propose these Bidding Procedures:A. Auction Date and Time The Auction will be held on September 1, 2004, commencing at 10:00 a.m. at the offices of Weil, Gotshal & Manges, LLP, in 767 Fifth Avenue, New York, New York.B. Adjournment of Auction The Auction may be adjourned as the Sellers, upon consultation with the Creditors Committee, deem appropriate. Reasonable notice of adjournment and the time and place for the Auction resumption will be given to NuCoastal, all entities submitting Competing Bids and the Creditors Committee.C. Bidding Process The Sellers will, in consultation with the Creditors Committee: (a) determine whether any person is a Qualified Bidder; (b) coordinate the efforts of potential bidders in conducting their due diligence reviews; (c) receive offers from Qualified Bidders; (d) provide notice to all relevant parties of these Bidding Procedures and the Auction; and (e) evaluate and negotiate any bid.D. Qualification as Bidder Any entity that wishes to make a bid for the Equity Interest must submit a Qualified Bid to purchase the Equity Interest in conformity of the Bidding Procedures. Only Qualified Bidders may participate in the Auction.E. Qualified Bids To be a Qualified Bidder, an offer to purchase must include: (a) a $25,000,000 cash deposit; (b) sufficient information to demonstrate that it has the financial wherewithal and ability to consummate the contemplated transactions and the ability to satisfy the Section 363(m) of the Bankruptcy Code requirements; and (c) evidence that it has obtained authorization and approval with respect to the submission of its bids.F. Bid Requirements The Sellers, upon consultation with the Creditors Committee, will entertain bids that are on substantially the same terms and conditions as those set forth in the Purchase Agreement. Each Competing Bid must be accompanied by a deposit at least equal to $25,000,000, delivered in the form of: -- wire transfer to: JPMorgan Chase Bank 500 Stanton Christiana Road Newark, DE 19713 ABA#021000021 For Credit to Weil, Gotshal & Manges, LLP Special Account Account#0158-37-474 Reference: 43889.0003/CCE/M.Sosland; or -- a cashier's check to: Weil, Gotshal & Manges, LLP Attention: Norman LaCroix, Director of Accounting 767 Fifth Avenue New York, New York 10153 Reference: Enron/CrossCountry Transaction; or -- an irrevocable letter of credit to the benefit of: JPMorgan Chase Bank, as Escrow Agent 600 Travis Street, Suite 1150 Houston, Texas 77002 If a bidder, other than NuCoastal, is the Winning Bidder, it will immediately direct Weil, Gotshal & Manges, LLP, to transfer its Earnest Money Deposit into an escrow account as required by the purchase agreement. Competing Bids must be in writing, signed by the bidder's authorized representative and received no later than 5:00 p.m. on August 23, 2004 by Enron Corporation, Weil, Gotshal & Manges, LLP, The Blackstone Group, LP, Milbank, Tweed, Hadley & McCloy, LLP, and Porter & Hedges LLP. Any Competing Bid must be presented under a contract substantially similar to the Purchase Agreement, marked to show any modifications. The initial overbid must be at least $45,000,000 greater than the Preliminary Purchase Price.G. Due Diligence Any Qualified Bidder who desires to conduct due diligence regarding the Equity Interest should contact: Raffiq Nathoo Senior Managing Director The Blackstone Group e-mail: email@example.com Tel: (212) 583-5000 Fax: (212) 583-5349 Before parties are allowed to conduct due diligence, they must execute a Confidentiality Agreement.H. Auction The Sellers will, after the Bid Deadline and prior to the commencement of the Auction, upon consultation with the Creditors Committee: (a) evaluate all Competing Bids received; (b) invite all Qualified Bidders to participate in the Auction; and (c) determine which Competing Bid reflects the highest or best offer for the Equity Interest and will announce it at the commencement of the Auction. The Sellers may reject any Competing Bid that is not in conformity with the requirements of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Bidding Procedures Order or that is in contrary to the best interests of the Sellers and the Debtors' estates and creditors. Subsequent bids at the Auction, including those of NuCoastal, must be in increments of at least $10,000,000 higher than the highest prior bid. If NuCoastal is the Winning Bidder at the conclusion of the Auction, its Purchase Price will be credited by the amount of the Purchaser Credit.I. Irrevocability of Certain Bids The Winning Bidder's bid will remain open and irrevocable in accordance with the terms of the Purchase Agreement executed. The bid of the next highest bidder will remain open and irrevocable until the earlier to occur of (i) the consummation of the sale and (ii) 90 days after entry of the Sale Order. J. Retention of Earnest Money Deposit The Earnest Money Deposit of the Winning Bidder will be retained by the Sellers in accordance with the purchase agreement. The Earnest Money Deposit of the next highest bidder will be held until the earlier to occur of (i) the consummation of a sale of the Equity Interest and (ii) 90 days after the entry of the Sale Order.K. Failure to Close In the event a Winning Bidder fails to consummate the proposed transaction by the agreed closing date, the Sellers will retain or return the Earnest Money Deposit and the parties maintain the right to pursue all available remedies. The Sellers are free to consummate the proposed transaction with the Back-up Bidder at the Auction without need for an additional Court order.L. Non-Confirming Bids With the exception of the Initial Overbid, and the provisions concerning the Purchaser Credit, the Sellers, in consultation with the Creditors Committee, will have the right to entertain non-conforming bids.M. Expenses Any bidders presenting bids will bear their own expenses in connection with the sale of the Equity Interest, whether or not the sale is ultimately approved.N. Conflicts Any conflicts between the terms and provisions of the Bidding Procedures Order and the Purchase Agreement will be resolved in favor of the Bidding Procedures Order.Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New York, contends that the proposed bidding procedures are fair and reasonable as they may enable the Sellers to induce one or more potential purchasers to submit a higher or better bid than that of NuCoastal. Break-Up FeeIn the event the Purchase Agreement is terminated due to the execution of a definitive agreement with the Winning Bidder other than NuCoastal or the Sellers have breached the Purchase Agreement, NuCoastal will be entitled to a $25,000,000 break-up fee. The Break-Up Fee will be an administrative expense claim under Sections 503(b) and 507(a)(1) of the Bankruptcy Code.According to Mr. Sosland, the approval of the Break-Up Fee and other forms of protection in connection with the sale of significant assets has become an established practice in Chapter 11 cases. The Break-Up Fee, which was negotiated at arm's length, should be approved because: -- it is reasonable in relation to the size of the proposed sale; -- it does not hamper any other party from offering a higher or better bid; and -- NuCoastal has undertaken extensive work in investigating, negotiating and drafting the necessary agreements. Notice ProceduresUpon entry of the Bidding Procedures Order, the Sellers propose to: (i) serve, on or before June 25, 2004, a copy of the notice of the Bidding Procedures, the Auction and the Sale Hearing to: -- NuCoastal and its counsel; -- the Creditors Committee's counsel, Milbank, Tweed, Hadley & McCloy, LLP; -- the Office of the U.S. Trustee; -- JPMorgan Chase's counsel, Davis, Polk & Wardwell; -- the Employee Committee's counsel, Kronish Lieb Weiner & Hellman, LLP; -- the ENA Examiner, Harrison Goldin; -- all entities who have filed notices of appearances as of June 15, 2004, requesting service of papers; -- all relevant taxing authorities; -- any entity known to them to assert a lien, claim or interest in the Equity Interest; -- all parties who expressed in writing an interest in acquiring the Equity Interest; and -- those entities identified as potentially qualified bidders; (ii) provide electronic notification of the Sale Motion, the Bidding Procedures Notice and the Bidding Procedures Order by filing a copy of the Bidding Procedures Notice with the Court; and (iii) on or before July 8, 2004, publish the Bidding Procedures Notice once in one or more publications they deem appropriate, including, but not limited to, The Wall Street Journal (national edition). Citrus Capital Stock AgreementThe Citrus Capital Stock Agreement provides that if either Principal -- El Paso, formerly known as Sonat, Inc., or Enron -- experience a change in control, the other Principal will have the option to: (i) purchase for cash all of the Citrus stock owned by the Principal to which the change of control relates; or (ii) require the Non-Electing Principal to purchase for cash all of the Electing Principal's Citrus stock.However, Mr. Sosland notes that pursuant to the terms of the Citrus Capital Stock Agreement, a change in control will not be deemed to have occurred in the circumstances where a transaction has been previously approved by the Continuing Directors of the Principal.The initial board of directors of CrossCountry consisted of five individuals who were appointed by the Sellers in connection with the formation and implementation of CrossCountry. Pursuant to a Court order dated December 1, 2003, authorizing and approving the assignment by Enron to CrossCountry or its designee of the Citrus Capital Stock Agreement, Enron plans to assign, and CrossCountry plans to assume, the Citrus Capital Stock Agreement. Accordingly, upon assignment of the Citrus Capital Stock Agreement to CrossCountry, the members of CrossCountry's board of directors serving at that time will constitute the "Continuing Directors" of the "Principal" for all purposes and will be entitled to nominate successor "Continuing Directors" under the Citrus Capital Stock Agreement.Mr. Sosland tells the Court that to facilitate the sale of the Equity Interest and for the benefit of the Debtors' estates, the CrossCountry Board of Directors will approve the proposed sale transaction prior to the Closing. Thus, upon the assignment by Enron and the assumption by CrossCountry of the Citrus Capital Stock Agreement, the "Continuing Directors" of the Principal will be deemed to approve the transaction in accordance with the terms of the Citrus Capital Stock Agreement. (Enron Bankruptcy News, Issue No. 113; Bankruptcy Creditors' Service, Inc., 215/945-7000)ENRON CORPORATION: Court Approves Petrobas Settlement Agreement---------------------------------------------------------------Enron Corporation, through its affiliates, Enron Argentina CIESA Holdings S.A., Enron Pipeline Company Argentina S.A., and Ponderosa Assets, LP, owns 50% of the capital stock of Compania de Inversiones de Energia S.A. Petrobas Brasileiro, S.A., through its affiliates Petrobas Energia S.A., formerly known as Compania Naviera Perez Companc S.A.C.F.I.M.F.A., and Petrobras Hispano Argentina S.A., owns the remaining 50% of the capital stock of CIESA.CIESA is the controlling shareholder of Transportadora de Gas del Sur S.A., which engages in the business of transporting natural gas throughout Argentina and processing natural gas and marketing liquid petroleum gases. CIESA owns: (i) 405,192,594 ordinary A shares of TGS, which shares constitute 100% of the issued and outstanding TGS A Shares and 51% of the total issued and outstanding capital stock of TGS; and (ii) 34,133,200 ordinary B shares of TGS, which shares constitute 4.3% of the total issued and outstanding capital stock of TGS.Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New York, relates that TGS, which was formed in 1992 in connection with the privatization of Gas del Estado S.E., the Argentine state-owned gas company, was granted a 35-year license to operate Argentina's largest natural gas pipeline system. The privatization was undertaken pursuant to a competitive bidding process under prescribed bidding rules -- the Pliego. In connection with the bid process, Enron formed the "Enron Economic Group," of which it was considered the "Controlling Company" and Transwestern Pipeline Company was considered a member.In 1992, when Enron, through EPCA, and Perez Companc obtained their indirect ownership interest in TGS via their ownership of CIESA, they and certain of their Affiliates entered into several agreements, undertakings, covenants and other obligations relating to the acquisition of TGS's business, including, without limitation: (i) an Owners Agreement, dated as of November 13, 1992, by and among EPCA, Citicorp Equity Investments S.A. and Perez Companc; (ii) a Shareholders Agreement, dated as of November 13, 1992, by and among EPCA, Citicorp Equity and Perez Companc; (iii) a Technical Assistance Agreement, dated as of November 13, 1992, by and between TGS and EPCA; (iv) a Guaranty, dated as of November 13, 1992, made by Transwestern, in favor of the other Owners guaranteeing EPCA's performance of the obligations under the Owners Agreement, the Shareholders Agreement; and (v) a Bid Agreement, dated as of November 13, 1992, by and among EPCA, Citicorp Equity and Perez Companc. The Bid Agreement has expired pursuant to its terms and is of no further force or effect.In November 2001, Mr. Sosland reports that Citicorp North America, Inc., as agent for a group of banks under a loan that provided financing for an affiliate of Enron, delivered a notice to Enron asserting that it had appointed Citibank, N.A., as a "portfolio manager" with respect to certain assets of Enron Affiliates, including Ponderosa's indirect ownership interests in CIESA and TGS, and that the portfolio manager has certain rights with respect to the disposition of the assets. Enron has disputed the validity, effectiveness and scope of CNAI's asserted appointment. Enron and CNAI are currently in negotiations to resolve the dispute and determine the methodology under which Enron, with or without CNAI's participation, will manage and dispose of the assets of Ponderosa, including the indirect ownership interests in CIESA and TGS.In January 2002, the Argentine government enacted legislation that adversely and significantly impacted TGS's financial condition and, consequently, CIESA's investment in TGS. The devaluation of the Argentine peso and the elimination of certain currency conversions caused TGS to default on certain of its financial obligations. As a result, TGS and CIESA have each undertaken a financial restructuring which may include, among other alternatives, a renegotiation of their obligations with third party lenders.The Parties wish to settle and resolve certain matters among them regarding their investment in TGS and CIESA, and release each other from certain obligations. The parties have engaged in extensive, arm's-length and good faith negotiations and discussions concerning the subject matter of the Settlement andRelease Agreement.Accordingly, Enron seeks the Court's approval of the Settlement and Release Agreement, and authority to implement and consummate the transactions contemplated thereby among Enron, Petrobras, PESA, Petrobras Hispano, EACH, EPCA and Ponderosa, which provides that: (i) each of the Petrobras Release, the Enron Release and the Transwestern Release, wherein they release each other from claims and obligations, will be simultaneously effected; (ii) EPCA, PESA and their applicable Affiliates will amend the Owners Agreement to provide that PESA will replace EPCA as the entity that nominates the General Manager of TGS pursuant to Article 4.3 of the Owners Agreement; and (iii) the First Swap Transactions and the Second Swap Transactions will be subsequently effected upon satisfaction of certain conditions precedent, including, with respect to the First Swap Transactions, the granting by ENARGAS of the ENARGAS Release.Under the First Swap Transactions, on the First Swap Closing Date, these obligations, covenants and agreements will be simultaneously effected: * EACH and EPCA will transfer to a business trust established by the Parties, or a designee of PESA, free and clear or any and all Liens, (i) 66,008,813.50 CIESA A Shares, which constitute about 100% of the CIESA A Shares and 25.5% of the capital stock of CIESA, and (ii) 37,534,424.50 CIESA B Shares, which constitute about 14.5% of the capital stock of CIESA; * the Petrobras Parties will transfer to EPCA, or a designated Affiliate, free and clear of any and all Liens, 58,410,452 Petrobras B Shares, constituting about 7.35% of the capital stock of TGS; and * the Shareholders Agreement and the Owners Agreement, and all amendments thereto, will be terminated and the New Shareholders Agreement will be executed and delivered to the parties thereto and to the Trust.The New Shareholders Agreement will provide, among other things: (i) certain preemptive and tag along rights for each of the shareholders of CIESA; (ii) that Ponderosa will retain the right to have appointed through CIESA one director of TGS so long as Ponderosa maintains, a 10% or greater ownership interest in CIESA; (iii) that Ponderosa's direct or indirect ownership interest and voting interest in CIESA will not be diluted below 10% of the outstanding capital stock of CIESA without the prior written consent of Ponderosa; and (iv) that PESA will be the entity that nominates the General Manager of TGS consistent with the same rights granted to PESA pursuant to the Owners Agreement, as amended.Under the Second Swap Transactions, on the Second Swap Closing Date, these obligations, covenants and agreements will be simultaneously effected: * subject to the simultaneous transfer of TGS B Shares, EACH and EPCA collectively will transfer and convey, free and clear of any and all Liens, 25,885,809.50 CIESA B Shares to any person PESA designates, which shares constitute 100% of the CIESA B Shares held by EACH and EPCA, collectively, and represent about 10% of the total issued and outstanding capital stock of CIESA; and * each of the Petrobras Parties will vote their equity interests in CIESA in favor of CIESA transferring and conveying 34,133,200 TGS B Shares to EPCA or its Affiliate as it may designate, which shares constitute 100% of the TGS B Shares held by CIESA and represent about 4.3% of the total issued and outstanding capital stock of TGS.In addition, the parties agree that EPCA's portion of the management fee payable by TGS under the terms of the Technical Assistance Agreement will be 57% and PESA's portion of the Management Fee will be 25%. The remaining 18% will be held by EPCA in a segregated bank account subject to certain conditions.Mr. Sosland argues that with the Settlement Agreement, Enron proposes to resolve certain issues related to its indirect interests in CIESA and TGS without litigation. The Settlement Agreement simplifies and clarifies the Parties' interests and rights with respect to TGS. * * *Judge Gonzalez approves the parties' settlement. (Enron Bankruptcy News, Issue No. 113; Bankruptcy Creditors' Service, Inc., 215/945-7000)ENRON: Offshore Debtors Obtain Court Nod on U.S. Bank Settlement----------------------------------------------------------------The Offshore Debtors sought and obtained the Court's approval of their Settlement Agreement with Enron Corporation and U.S. Bank, National Association.Ted A. Berkowitz, Esq., at Farrell Fritz, PC, in Uniondale, New York, relates that through a Shareholders Agreement entered into by GE Energy Financial Services, Inc., and Debtor Enron Mauritius Company's subsidiary, Enron Enterprises (Mauritius) Company, EMC owns 80% of Dabhol Power Company. Dabhol was formed to develop, construct, own and operate a power station and an LNG regasification facility and associated port facilities near the village of Dabhol in the State of Maharashtra, India, and to sell power to Maharashtra State Electricity Board pursuant to a Power Purchase Agreement, dated as of December 8, 1993.The Government of Maharashtra, India and the Government of India guaranteed MSEB's obligations under the Power Purchase Agreement. However, in January 2001, MSEB defaulted in its payment obligations to Dabhol and purported to rescind the Power Purchase Agreement. In addition, Maharashtra and India failed to honor their guarantees. These events set in motion a series of events that brought the Project to a halt.In connection with the Project, Dabhol borrowed significant funds and received other credit support from a number of Indian, international or offshore, and government-supported lenders, including OPIC. U.S. Bank was appointed by and acts as Offshore Collateral Agent to the Secured Parties.EMC agreed with U.S. Bank to contribute certain funds as equity to Dabhol in connection with the Dabhol Power Project under: (i) a Phase II Equity Contribution and Subscription Agreement, dated as of May 6, 1999; and (ii) a Phase II Project Completion Agreement, dated as of May 6, 1999.Mr. Berkowitz reports that each of the OPP Debtors is a party to a Pledge Agreement with U.S. Bank whereby EMC pledged its Dabhol shares to U.S. Bank, and Offshore Power Production C.V. and Enron India Holdings Ltd. each pledged their EMC shares to U.S. Bank to secure the payment of Dabhol's obligations to any Secured Party under the terms of the financing and other security documents supporting the financings. The pledged shares are held by U.S. Bank in the United States.According to Mr. Berkowitz, Enron guaranteed EMC's obligations under the Equity Contribution Agreement and the Completion Agreement pursuant to a Phase II Equity Contribution Guaranty, dated as of May 6, 1999. The Secured Parties are also beneficiaries under guaranties issued by the Government of Maharashtra, India and the Government of India.With MSEB's cessation of payments, the Secured Parties ceased advancing funds for Phase II of the Project and the obligations to the Secured Lenders are in default. Accordingly, U.S. Bank filed numerous proofs of claim against the OPP Debtors and Enron. In aggregate, U.S. Bank asserts almost $25,000,000,000 in monetary claims under the Agreements.On April 3, 2003, the Debtors objected the validity of U.S. Bank's Claims. Later, the parties entered into two Stipulations wherein U.S. Bank agreed, among other things: (a) to withdraw all claims arising out of the Equity Contribution Agreement; and (b) that the maximum amount of claims under the remaining claims it asserted was limited to the Maximum Completion Support Amount, the Phase I Outstanding Indebtedness and the Phase II Outstanding Indebtedness.Mr. Berkowitz reports that the parties conducted and completed discovery on Enron's and the OPP Debtors' Objection to the Remaining U.S. Bank Claims. The Enron Parties' position is that there is no liability under the Completion Agreement because numerous conditions precedent to EMC's obligations to contribute funds under the agreements were never satisfied. The Enron Parties also assert that the OPP Debtors' obligations under the Pledge Agreements are non-recourse obligations that can be satisfied by tendering their pledged shares to U.S. Bank and that, in any event, the amount of those obligations cannot exceed the "Total Outstanding Indebtedness" owed to all Secured Parties under their loans to Dabhol.The Parties have engaged in arm's-length and good faith negotiations and discussions concerning the Remaining U.S. Bank Claims. The Parties agree to these settlement terms:A. Secured Parties' Completion Agreement Claims U.S. Bank, on behalf of the Secured Parties, will acknowledge and agree that all obligations of EMC under the Completion Agreement will be deemed to have been satisfied, and therefore, all obligations of Enron pursuant to the Guaranty Agreement will be deemed to have been satisfied. In this connection, Claim No. 14305 against EMC and Claim No. 14303 against Enron will be deemed withdrawn, with prejudice, and expunged and disallowed in their entirety.B. Obligation of Enron Each of Enron and OPP will agree to hold, in the aggregate, directly or through their affiliates, at least 26% of the issued share capital of Dabhol -- the GOI Hold Requirement -- until: (1) a lower percentage holding of the issued share capital of Dabhol by Enron or OPP is permitted under paragraph 3(d) of the guarantee of the GOI issued in connection with the Dabhol Power Project; or (2) Enron ceases to meet the GOI Hold Requirement as a result of (x) the transfer by any of the Enron Parties of its ownership interests in Dabhol or any of the other Enron Parties to the Secured Parties or the Offshore Collateral Agent on behalf of the Secured Parties, (y) compliance by the Enron Debtors with any judicial or administrative rule, order, decree or legal process, or (z) the transfer by any of the Enron Parties of its ownership interests in Dabhol or any of the other Enron Parties pursuant to the terms of any plan of reorganization; provided, however, that Enron or OPP will not be deemed in breach of its undertaking in the Settlement Agreement or have any liability if a violation of the GOI Hold Requirement has occurred as a result of any of the transfers or other transactions comprising the Transaction pursuant to the Purchase Agreement completed at the first Closing on April 27, 2004, and Enron and OPP make no representation as to whether the Transaction may have resulted in a violation of the GOI Hold Requirement or its undertaking under the Settlement Agreement.C. Secured Parties' Pledge Agreement Claims As of the Settlement Date, the Enron Parties agree that the Pledge Agreements will be deemed to be valid and enforceable to create a perfected security interest in the Pledged Collateral to secure the Obligations. Consistent with the terms of the Stipulation and notwithstanding Section 1111(b) of the Bankruptcy Code or any similar provision whereby the holder of a non-recourse claim is permitted to have recourse against the applicable debtor, with respect to the claims the Secured Parties may have against the Enron Parties in connection with the Pledge Agreements, including those claims evidenced by Claim Nos. 14304, 14321 and 14306, the Parties agree that the Secured Parties' recourse against the Enron Parties in connection with the Pledge Agreements will be limited solely to the Pledged Collateral and that the Secured Parties will have no recourse against the Enron Parties for those claims and waive any and all rights they may have pursuant to the Bankruptcy Code or otherwise to any allowed claim against the Pledgors in an amount in excess of the value of the Pledged Collateral and to any recourse claim against the Pledgors. D. Consistent with a Plan of Reorganization Enron will acknowledge and agree that the Plan, as amended from time to time, will not be inconsistent with the Parties' rights and interests as set forth in the Settlement Agreement. The OPP Debtors will agree that any plan of reorganization submitted by or on behalf of any of the OPP Debtors will not be inconsistent with the Parties' rights and interests as set forth in the Settlement Agreement.Mr. Berkowitz contends that pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, the settlement is warranted because it extinguishes over $186 million of claims U.S. Bank asserted against EMC. Moreover, the Secured Parties waive any rights they may have against the OPP Debtors in an amount in excess of the value of the Pledge Collateral. Absent the settlement, the OPP Debtors would need to engage in lengthy, uncertain and expensive litigation to determine the validity of the Remaining U.S. Bank Claims. (Enron Bankruptcy News, Issue No. 113; Bankruptcy Creditors' Service, Inc., 215/945-7000)EPICENTRIX TECH: Reports Name Change & Cease Trade Revocation-------------------------------------------------------------EPICentrix Technologies, Inc. announces that following approval by the Company's shareholders at a Special Meeting held on June 17 2004, the name of the Company will soon be changed to "Ventura Gold Corp.", subject to regulatory approval. In addition, the Company's shareholders approved a change of business of the Company from the technology sector to return to the mineral resource sector. The Company has been notified by the British Columbia Securities Commission and the Alberta Securities Commission that full revocation of the cease trade orders affecting the Company's shares can be expected from the BCSC and the ASC within the next few days. This full revocation follows the March 2004 partial revocations of the cease trade orders by the BCSC and ASC and approval by the NEX Board of the TSX Venture Exchange, which allowed the Company to complete an interim CDN$335,000 non-brokered private placement financing. Approval by the NEX for the resumption of trading of the Company's shares on the NEX is pending the issue of the full revocation orders from the BCSC and the ASC. Following the acquisition of a mineral resource property of merit the Company will seek additional equity financing to fund exploration of the acquired property and, as soon as possible, its reinstatement as a Tier-2 company on the TSX Venture Exchange. At December 31, 2003, EPICentrix Technologies, Inc.'s balance sheet shows a total shareholders' deficit of US$565,961 compared to a deficit of US$739,841 at December 31, 2002The Company provides the following background information and experience of the current Board of Directors of the Company, as elected at the Annual and Special Meeting of the Company's shareholders on February 27, 2004: Stephen Kay, President, CFO and a Director Mr. Kay is a geologist with 31 years of gold exploration experience in Europe, South Africa, South America and the USA. Since 1993 he has been President, CEO and a director of International Minerals Corporation, a gold exploration and development company, which is listed on the Toronto, Zurich and Frankfurt Stock Exchanges with a market capitalization in excess of CDN$300 million. He is also an independent director of Arizona Star Resources, Consolidated Puma Resources and Victoria Resources. During Mr. Kay's tenure with the junior public companies listed above, none have had exploration projects that have become operating mines. During his 10 years (1973-1983) with Gold Fields Mining Corporation, he was responsible for the initial drilling of the 3 million ounce Mesquite gold deposit in California. With Amselco Exploration from 1983 to 1985, he was involved in the discoveries of the Colosseum and Yellow Aster gold mines, also in California. Rod McKeen, Secretary and a Director Mr. McKeen is a lawyer and senior partner with Axium Law Group in Vancouver, Canada since January 2004. Mr. McKeen has 22 years experience in all facets of securities and corporate law pertaining to the mining and exploration industry. Prior to forming Axium Law Group, Mr. McKeen was a partner in the law firm of Gowlings Lafleur Henderson LLP from April 2000 to December 2003 and a partner with the law firm Montpellier McKeen Varabioff Talbot and Guiffre from July 1996 to March 2000. Mr. McKeen's practice encompasses emerging to mid-size mineral resource companies with projects and operations around the world and involves dealing with stock exchanges and mergers, acquisitions and financing transactions on a similarly global basis. He is also Secretary and a co-director with Mr. Kay of International Minerals Corporation. Horst Gudemann, Director Mr. Gudemann is an independent geological consultant with 17 years experience in precious metal and diamond exploration in the USA, China and more recently in Mongolia. He worked in senior management as a consultant in several private mineral exploration and environmental companies before joining then Vancouver Stock Exchange-listed Asia Minerals Corporation from May 1996 until April 1998, where as a consultant he was responsible for business development for Asia Minerals' precious metal activities in the USA and China. In October 2000, Asia Minerals changed its name to American Bonanza Gold Mining Corp (TSX-V: BZA). Since 1998, Mr. Gudemann has been involved in several private mining and exploration related ventures and in 2002 was founder, Vice President and a director of MX Capital Corporation, which recently went public as TSX Venture-listed Asia Gold Corporation, a well-financed mineral exploration company operating in Mongolia that is controlled 51% by Ivanhoe Mines. In addition, Mr. Gudemann recently was successful in optioning several other precious and base metal properties in Mongolia to the TSX Venture-listed company, Kaieteur Resource Corporation. During Mr. Gudemann's tenure with the junior public companies listed above, none have had exploration projects that have become operating mines. Jamie Dunlap, Director Mr. Dunlap is a Registered Professional Engineer ("PE") with 40 years experience worldwide in International Project Management, General Management, Construction Management, Engineering, Business Development and Construction of marine, civil, industrial, and oil and gas field related development projects involving all fiscal, legal, cost, regulatory and client relations aspects. He spent 22 years with Brown and Root (a subsidiary of Fortune 500 American company, Halliburton) ultimately serving as General Manager Business Development with responsibility for all Marine Business activities in the Western Hemisphere. He was later employed as Vice President of Offshore Services and Technology Worldwide for Enron Engineering & Construction Company from 1997 until Enron's demise in 2001. Although Mr. Dunlap has not been employed directly in the precious metal industry to date, he brings a wealth of international hands-on technical and financial experience from the related oil and gas sector. FEDERAL-MOGUL: 3rd Circuit Sends Asbestos Cases To Judge Rodriguez------------------------------------------------------------------In his capacity as Chief Judge of the United States Court of Appeals for the Third Circuit, Anthony J. Scirica, designates Judge Joseph H. Rodriguez of the United States District Court for the District of Delaware in the matter of In Re: Federal-Mogul Global, Inc., Dist. of Del. Bankruptcy No. 01-10578. Judge Rodriguez will handle the duties formerly assigned to Judge Wolin "for such time as may be required to complete the business" of the Federal-Mogul cases. Judge Wolin requested the reassignment of the Federal-Mogul cases due to his impending retirement from the bench. Judge Rodriguez was born on December 12, 1930 in Camden, New Jersey. He earned his law degree from Rutgers University and was in private practice with the law firm of Brown and Connery. In 1982, he left to serve in the Office of Public Advocate/Public defenders of the state of New Jersey, in a Cabinet position. The New Jersey Office of the Public Defender describes Judge Rodriguez as a prominent trial attorney and former chairman of the State Commission on Investigation and the Board of Higher Education. Judge Rodriguez became U.S. District Judge in 1985. In 1999, he was the recipient of the "Medal of Honor Award" from the New Jersey State Bar Foundation and the "William J. Brennan Jr. Award" from the Association of Federal Bar of the State of New Jersey. Judge Rodriguez is also a recipient of the St. Thomas More Society Award. The award is given annually to a Catholic attorney who has distinguished himself or herself in the legal profession or on the bench.Headquartered in Southfield, Michigan, Federal-Mogul Corporation -- <http://www.federal-mogul.com/>http://www.federal-mogul.com/-- is one of the world's largest automotive parts companies with worldwide revenue of some $6 billion. The Company filed for chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from its creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000) FIBERMARK: Committee Hires Akin Gump as Bankruptcy Co-Counsel-------------------------------------------------------------The Official Unsecured Creditors Committee appointed in FiberMark, Inc.'s chapter 11 cases sought and obtained approval from the U.S. Bankruptcy Court for the District of Vermont to retain Akin Gump Strauss Hauer & Feld LLP as its co-counsel, nunc pro tunc to April 7, 2004.Akin Gump will: a. advise the Committee with respect to its rights, duties and powers in these chapter 11 cases; b. assist and advise the Committee in its consultations with the Debtors relative to the administration of these chapter 11 cases; c. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; d. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and their subsidiaries and affiliates and of the operations of such entities; e. assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non residential real property and executory contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; f. assist and advise the Committee as to its communications to the general creditor body regarding significant matters in these chapter 11 cases; g. represent the Committee at all hearings and other proceedings; h. review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety, and to the extent deemed appropriate by the Committee, support, join or object thereto; i. assist the Committee in lobbying, if appropriate; j. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; k. prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any of the foregoing; and l. perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth the Bankruptcy Code, the Bankruptcy Rules or other applicable law.Akin Gump will charge for its legal services on an hourly basis in its ordinary and customary hourly rates. Akin Gump's rates range from: Designation Billing Rate ----------- ------------ Partners $325 - $775 per hour Special Counsel and Counsel $325 - $725 per hour Associates $185 - $450 per hour Paraprofessionals $ 45 - $195 per hourThe professionals currently expected to have primary responsibility for providing services to the Committee are: Professional Designation Billing Rate ------------ ----------- ------------ Fred S. Hodara Partner $725 per hour Kerry E. Berchem Partner $500 per hour Jonathan L. Gold Counsel $450 per hour John Storz Counsel $440 per hour Angela Ferrante Associate $425 per hour Laura Luo Associate $300 per hour Brian M. Agboh Associate $240 per hourHeadquartered in Brattleboro, Vermont, FiberMark, Inc. -- http://www.fibermark.com/-- produces filter media for transportation applications and vacuum cleaning; cover stocks and cover materials for books, graphic design, and office supplies and base materials for specialty tapes, wallcoverings and sandpaper. The Company filed for chapter 11 protection on March 30, 2004 (Bankr. D. Vt. Case No. 04-10463). Adam S. Ravin, Esq., D. J. Baker, Esq., David M. Turetsky, Esq., Rosalie Walker Gray, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from its creditors, they listed $329,600,000 in total assets and $405,700,000 in total debts.FOAMEX: Technical Products Group Receives Federal Research Grant----------------------------------------------------------------Foamex International Inc. (NASDAQ:FMXI), the leading manufacturer of flexible polyurethane and advanced polymer foam products in North America, announced that its Technical Products Group has been selected by the Federal Aviation Administration to receive a congressionally appropriated Research and Development award in the amount of $729,062. The appropriation was made available at the request of members of the Pennsylvania and Indiana Congressional delegations, and through the leadership of Pennsylvania Senators Arlen Specter and Rick Santorum. The research funds will be used by Foamex's R&D Group to further the development of the Company's reticulated polyurethane Safety Foam technology for mitigating the effects of post-crash fuel fires in commercial passenger aircraft. The FAA has placed significant emphasis on passenger aircraft fuel tank fires, particularly since the tragic accident involving TWA 800 in July 1996. Foamex has more than 30 years of experience in supplying Safety Foam products to the U.S. Military to mitigate fuel related fires in military aircraft and has been a key innovator in the continued development and improvement of the technology during that period. Safety Foam products continue to be used by the U.S. Military to protect aircraft such as the C-130 P-3, F-15 and others. Safety Foam is a flexible, lightweight, 3-dimensional polymer fire screen that has helped prevent fuel tank fires caused by gunfire, electrical ignition, lightning strike and static discharge and is also believed to reduce the effects of post-crash fuel fires. Foamex participated with the FAA in cooperative research aimed at lessening the fire hazards associated with fuel release during survivable crashes over the last year and believes that this new action by Congress and the FAA further recognizes the potential value of Safety Foam products to mitigate fuel fire hazards associated with commercial aircraft, possibly saving passenger lives. Foamex utilizes unique VPF(SM) technology that may be employed in the development of the advanced foam products that further improve aircraft fire safety. VPF(SM) uses a fully enclosed environmental chamber to control the conditions under which the polyurethane foam is produced and allows independent control of foam properties and performance characteristics not normally possible in conventional foam making. Foamex is the only U.S. based foam manufacturer possessing this technology. Foamex's Vice President for Technology, Dr. Chiu Chan commented: "Foamex's predecessor collaborated with the U.S. Air Force to create the original Safety Foam technology more than 30 years ago. Combining those years of valuable experience together with recent novel technologies, such as VPF(SM), strongly positions us to develop innovative products that are suitable for today's commercial aircraft market and will improve the safety of air travel." Together with its other technical strengths such as foam reticulation, Foamex is uniquely capable of supporting the FAA and is pleased to be part of this important work. About Foamex International Inc. Foamex, headquartered in Linwood, PA, is the world's leading producer of flexible polyurethane and advanced polymer foam products in North America. Foamex Technical Products is the industry leader in developing innovative solutions in Automotive, Defense, Aerospace, Consumer, Electronics, Medical, Transportation and Industrial markets. For more information visit the Foamex web site at http://www.foamex.comor http://www.foamextechnicalproducts.com,e-mail Foamex at firstname.lastname@example.com or call the Technical Products Techline at 800-767-4997. At March 28, 2004, Foamex International Inc.'s balance sheet shows a shareholders' deficit of $205.3 million compared to a deficit of $203.1 million as of December 28, 2003.GEORGETOWN STEEL: International Steel Closes $18M+ Asset Purchase-----------------------------------------------------------------International Steel Group Inc. (NYSE: ISG) announced that it has completed the acquisition of the assets of the Georgetown Steel Company facility in Georgetown, South Carolina, for a purchase price of $18 million in cash, plus assumed liabilities."We want to thank the Georgetown community, the County of Georgetown and the United Steelworkers of America for their support in completing this transaction," said Rodney B. Mott, ISG's President and Chief Executive Officer. "We are committed to restarting and operating this facility. It has the reputation in the steel rod industry of producing high quality steel rod and we intend on maintaining this reputation."The Georgetown plant has the capability to produce high-quality wire rod products, which are used to make low carbon fine wire drawing, wire rope, tire cord, high-carbon machinery, and upholstery springs. The facility has annual steelmaking capacity of 1 million tons and rolling capacity of 800,000 tons, and also has the capacity to produce 500,000 tons annually of Direct Reduced Iron (DRI), a scrap substitute. Georgetown Steel filed for Chapter 11 bankruptcy protection in October 2003 and the plant has been idle since then."We have been looking to improve our product mix by broadening our offering of value-added products, and we are excited about entering the rod and wire market, which offers substantial growth opportunities for ISG," Mott added. About International Steel Group Inc.International Steel Group Inc. is the second largest integratedsteel producer in North America, based on steelmaking capacity.The Company has the capacity to cast more than 18 million tons ofsteel products annually. It ships a variety of steel products from11 major steel producing and finishing facilities in six states,including hot-rolled, cold-rolled and coated sheets, tin millproducts, carbon and alloy plates, rail products and semi-finishedshapes serving the automotive, construction, pipe and tube,appliance, container and machinery markets. About Georgetown SteelHeadquartered in Georgetown, South Carolina, Georgetown Steel Company, LLC manufactures high-carbon steel wire rod products using the Direct Reduced Iron (DRI) process. The Company filed for chapter 11 protection on October 21, 2003 (Bankr. S.C. Case No. 03-13156). Michael M. Beal, Esq., at McNair Law Firm P.A., represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed estimated debts and assets of over $50 million each.GREAT PLAINS: Kansas City Power to Redeem Preferred Securities--------------------------------------------------------------Kansas City Power & Light (NYSE: GXP) announced that on July 21, 2004, the company will redeem a series of preferred securities issued by a subsidiary financing trust. The redemption covers the entire issue of 8.3% Trust Originated Preferred Securities issued by KCPL Financing I with a face value of $150 million. As the preferred securities are being redeemed at par, security holders will receive $25 per preferred security, plus accrued and unpaid distributions to the redemption date. Distributions to be paid on June 30, 2004, to record holders as of June 29, 2004, will be paid in the normal manner in the amount of $0.51875 per security. Call notices for this issue are being mailed Monday by JPMorgan Chase Bank, as trustee. The preferred securities trade on the New York Stock Exchange under the ticker KLTPrT, CUSIP No. 482432200. Great Plains Energy Incorporated (NYSE:GXP), headquartered in Kansas City, MO, is the holding company for Kansas City Power & Light Company, a leading regulated provider of electricity in the Midwest; and Strategic Energy LLC, an energy management company providing load aggregation and power supply coordination. The Company's web site is http://www.greatplainsenergy.com/ * * *As reported in the Troubled Company Reporter's June 8, 2004 edition, Standard & Poor's Ratings Services assigned its preliminary rating of 'BBB-' to Great Plains Energy Inc.'s senior and subordinated unsecured debt securities, and 'BB+' to the trust-preferred securities filed by the energy holding company under a $648.2 million shelf registration filed with the SEC on April 15, 2004. At the same time, Standard & Poor's affirmed the company's ratings, including the 'BBB' corporate credit rating. The affirmation incorporates the expectation that a significant portion of any debt issuance under the shelf will be used for debt refinancing or repayment. The outlook is stable.GRENADA MANUFACTURING: Wants Until July 4 to Make Lease Decisions-----------------------------------------------------------------Grenada Manufacturing, LLC is asking the U.S. Bankruptcy Court for the Northern District of Mississippi to extend its time under 11 U.S.C. Sec. 365(d)(4) to decide on its unexpired nonresidential real property leases.The Debtor tells the Court that it hasn't made a determination with regard to the assumption or rejection of its unexpired leases. The Debtor tells the Court that it will need until July 4, 2004 to determine whether it will assume, assume and assign, or reject its unexpired nonresidential real property leases.The Debtor assures the Court that the requested extension will not cause any undue prejudice to any creditors and parties-in-interest in its case. Headquartered in Grenada, Mississippi, Grenada Manufacturing, LLC, filed for chapter 11 protection on April 5, 2004 (Bankr. N.D. Miss. Case No. 04-12077). Craig M. Geno, Esq., at Harris & Geno PLLC represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed both estimated debts and assets of over $10 million.HAYES LEMMERZ: Agrees to Extend ADP Avoidance Action Deadline-------------------------------------------------------------In a Court-approved stipulation, the HLI Creditor Trust and ADP,Inc., agree to extend the deadline by which the Trust may bringan action under Sections 544, 545, 547, 548, 550 or 553 of theBankruptcy Code against ADP to December 6, 2004.Furthermore, ADP waives any defense under Section 546(a) of theBankruptcy Code or the statute of limitations, or periods ofrepose as to any Avoidance Action filed by HLI Creditor Trust onor prior to December 6, 2004. (Hayes Lemmerz Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000) HEALTHSOUTH: Gets Requisite Consents to Amend 7.0% & 7.375% Notes -----------------------------------------------------------------HealthSouth Corp. (OTC Pink Sheets: HLSH) announced that holders of more than a majority in principal amount of its 7.000% Senior Notes due 2008 and 7.375% Senior Notes due 2006 have already delivered consents to approve proposed amendments to, and waivers under, the indenture governing such notes. HealthSouth has delivered evidence of its receipt of the requisite consents to the trustees for these issues which have made these consents irrevocable.HealthSouth is encouraged by the early response to its outstanding consent solicitations and looks forward to closing all of them on June 23, 2004. HealthSouth emphasized that if the conditions to a consent solicitation are satisfied, any noteholders who do not deliver valid consents prior to the expiration date of such consent solicitation will not receive a consent fee. The consent solicitations are currently scheduled to expire at 11:59 p.m., New York City time, on June 23, 2004.On June 8, 2004, HealthSouth announced that it reached an agreement with its Unofficial Committee of Noteholders pursuant to which HealthSouth will pay (i) $30.00 per $1,000 principal amount of notes to holders of its 8.375% Senior Notes due 2011, 6.875% Senior Notes due 2005 and 7.375% Senior Notes due 2006; (ii) $32.50 per $1,000 principal amount of notes to holders of its 7.000% Senior Notes due 2008; and (iii) $45.00 per $1,000 principal amount of notes to holders of its 7.625% Senior Notes due 2012. The payment of the consent fee remains conditioned upon the proposed amendments to the indentures becoming operative.Each holder of notes who consents to the proposed amendments will also be waiving all alleged and potential defaults under the indentures arising out of events occurring on or prior to the effectiveness of the proposed amendments. Consents for any series of notes may be revoked at any time prior to the date on which the trustee under the indenture for that series receives evidence that the requisite consents have been obtained.This news release is not a solicitation of consents with respect to any securities. The consent solicitations are being made only pursuant to the terms and conditions of the consent solicitation statements relating to each series of Notes and the accompanying documents. These documents can be obtained from Innisfree M&A Incorporated, the information agent, at 212-750-5833 (Banks and Brokers Call Collect) or 888-750-5834 (Noteholders Call Toll-Free). Questions regarding the solicitations should be directed to Credit Suisse First Boston, the solicitation agent, at 800-820-1653. About HealthSouthHealthSouth is the nation's largest provider of outpatient surgery, diagnostic imaging and rehabilitative healthcare services, with nearly 1,700 locations nationwide and abroad. HealthSouth can be found on the Web at http://www.healthsouth.com/ISACSOFT: Receives 5-Year Contract from Province of Manitoba------------------------------------------------------------ISACSOFT announced that it has received an exclusive 5 year agreement from the Province of Manitoba for licensing of "La Formule du savoir mathematics" courseware for grades 7 and 8 mathematics instruction in French."We are happy to see the expanded use of this high quality resource and look forward to continued growth both in Canada and internationally", said Ronald Brisebois, President and Chief Executive of ISACSOFT.LFS, which has been developed Using Rainbow technology, ISACSOFT'sstandards-friendly eLearning content development platform, has been proven in controlled testing environments that the utilization of this highly interactive, technology-driven courseware substantially improves student performance in mathematics and encourages students to be lifelong learners.This new licensing agreement is in addition to the licenses for grades 9 and 10 which have been previously licensed to Manitoba for mathematics instruction in French.ISACSOFT also announced that with its partners, CCDMD and Edouard-Montpetit CEGEP that its e-Knowledge and learning technology has received two awards from the Quebec Ministry of Education for its software offerings Chronos(TM) and "Quand le texte file doux"(TM)."These awards are another example of the value of our e-Knowledgeplatform", said Mr. Brisebois, "and is a further demonstration that our solutions being developed using these technologies are applicable across multiple industry and customer segments".ISACSOFT is also announcing the appointment of Mr. Jean Goulet to the Board of Directors. Professor Goulet is the dean of the Science faculty at Sherbrooke University, a position which he has held for the last seven years."Professor Goulet will be an important asset to our Board" stated Mr. Brisebois, "as his experience and expertise will be extremely useful as we expand our presence in the education market for our eLearning solutions," ABOUT ISACSOFTISACSOFT -- whose December 31, 2003, ICASOFT's balance sheet shows a total shareholders' deficit of $82,068 -- is a provider of content-based software solutions to its international customers. The revenue model is based on software licences, copyrighted content development, recurring revenues and services. The solutions of ISACSOFT include knowledge management, e-Learning management and document management. ISACSOFT is headquartered in Montreal, Canada with sales offices in New York, Barcelona and Quebec City, as well as an international network of distributors.J-C HAULING CO: Case Summary & 20 Largest Unsecured Creditors-------------------------------------------------------------Debtor: J-C Hauling Company 3803 Mine Haul Road Millstadt, Illinois 62260Bankruptcy Case No.: 04-32405Type of Business: The Debtor provides material transportation services. See http://www.jchauling.com/Chapter 11 Petition Date: June 16, 2004Court: Southern District of Illinois (East St. Louis)Judge: Kenneth J. MeyersDebtor's Counsel: Daniel D. Doyle, Esq. Spencer Fane Britt & Browne LLP 120 South Central Avenue, 5th Floor St. Louis, MO 63105 Tel: 314-863-7733 Fax: 314-862-4656Estimated Assets: $0 to $50,000Estimated Debts: $1 Million to $10 MillionDebtor's 20 Largest Unsecured Creditors:Entity Nature Of Claim Claim Amount------ --------------- ------------Columbia Quarry Material $76,198R & M Oil Fuel/Oil $59,509Tucker Tire Tires $51,411Morrietta Contract Work $28,217Wells Fargo Tax Deposits $20,568Matzenbacher Contract Work $19,499Sonnerborn Contract Work $18,120GHP Past Health $17,137 InsuranceIndependence Contract Work $16,407Millenium Contract Work $16,097Robert Krebel Contract Work $13,306Jerry Hellige Contract Work $13,060Dambacher Contract Work $11,155Roy Wollmeier Contract Work $10,350Gateway Sand and Travel Material $9,773Barnett Trucking Contract Work $7,374Kenneth Wilke Contract Work $7,335Spaeth Welding Parts/Repairs $7,166Iron Mountain Trap Rock Material $6,924C&C Broker Contract Work $6,693JILLIAN'S ENTERTAINMENT: Appoints Kurtzman Carson as Claims Agent-----------------------------------------------------------------Jillian's Entertainment Holdings, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the Western District of Kentucky for approval to appoint Kurtzman Carson Consultants LLC as their notice, claims and balloting agent. Kurtzman Carson will: a. prepare and serve required notices in these Chapter 11 Cases, including: (1) a notice of the commencement of these Chapter 11 Cases and the initial meeting of creditors under Section 341(a) of the Bankruptcy Code; (2) a notice of the claims bar date; (3) notices of objections to claims; (4) notices of any hearings on a disclosure statement and confirmation of a plan or plans of reorganization; and (5) other miscellaneous notices as the Debtors or Court may deem necessary or appropriate for an orderly administration of these Chapter 11 Cases; b. within 5 business days after the service of a particular notice, prepare for filing with the Clerk's Office a certificate or affidavit of service that includes: (i) an alphabetical list of persons on whom the notice was served, along with their addresses and (ii) the date and manner of service; c. maintain copies of all proofs of claim and proofs of interest filed in these Chapter 11 Cases; d. maintain official claims registers in these Chapter 11 Cases by docketing all proofs of claim and proofs of interest in a claims database that includes the following information for each such claim or interest asserted: (1) the name and address of the claimant or interest holder and any agent thereof, if the proof of claim or proof of interest was filed by an agent; (2) the date the proof of claim or proof of interest was received by Kurtzman Carson or the Court; (3) the claim number assigned to the proof of claim or proof of interest; and (4) the asserted amount and classification of the claim. e. implement necessary security measures to ensure the completeness and integrity of the claims registers; f. transmit to the Clerk's Office a copy of the claims registers on a weekly basis unless requested more or less frequently by the Clerk's Office; g. maintain an up-to-date mailing list for all entities that have filed proofs of claim or proofs of interest and make such list available upon request to the Clerk's Office or any party-in-interest; h. provide access to the public for examination of copies of the proofs of claim or proofs of interest filed in these Chapter 11 Cases without charge during regular business hours; i. record all transfers of claims pursuant to Fed. R. Bankr. P. 3001(e) and, if directed to do so by the Court, provide notice of such transfers as required by Fed. R. Bankr. P. 3001(e); j. comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders and other requirements; k. provide temporary employees to process claims as necessary; l. promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; m. provide such other claims processing, noticing, balloting, and related administrative services as may be requested from time to time by the Debtors; and n. act as balloting agent, which may include some or all of the following services: (1) printing of ballots including the printing of creditor and shareholder specific ballots; (2) preparing voting reports by plan class, creditor or shareholder and amount for review and approval by the client and its counsel; (3) coordinating the mailing of ballots, disclosure statement and plan of reorganization to all voting and non-voting parties and provide affidavit of service; (4) establishing a toll-free "800" number to receive questions regarding voting on the plan; and (5) receiving ballots at a post office box, inspecting ballots for conformity to voting procedures, date stamping and numbering ballots consecutively and tabulating and certifying the results.Kurtzman Carson will charge for services at its customary hourly billing rates: Consulting Services Billing Rate ------------------- ------------ Clerical $40 to $65 per hour Case Manager $75 to $115 per hour Bankruptcy Consultant $125 to $195 per hour Senior Bankruptcy Consultant $225 to $295 per hour Technology/Programming Consultant $125 to $195 per hourHeadquartered in Louisville, Kentucky, Jillian's Entertainment Holdings, Inc. -- http://www.jillians.com/-- operates more than 40 restaurant and entertainment complexes in about 20 US states. The Company filed for chapter 11 protection on May 23, 2004 (Bankr. W.D. Ky. Case No. 04-33192). Edward M. King, Esq., at Frost Brown Todd LLC and James H.M. Sprayregen, P.C. at Kirkland & Ellis LLP, represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed estimated assets of more than $100 million and estimated debts of over $50 million. HIGHWOODS PROPERTIES: Closes $18MM Network Operations Center Sale-----------------------------------------------------------------Highwoods Properties, Inc. (NYSE:HIW) announced that it has completed the sale of the Network Operations Center building at Highwoods Preserve in Tampa, Florida to The Depository Trust and Clearing Corporation. The Company initially announced this transaction in May 2004. Highwoods will receive net proceeds of approximately $18 million for the two-story, 176,000-square foot building, one third of which is shell space. In addition, within the next 12 months The Depository Trust is expected to purchase a 3.3-acre tract of vacant land within the Preserve, originally designated for future expansion, for net proceeds of approximately $1.5 million. As previously disclosed, the Company will record an impairment charge of approximately $3.6 million in the second quarter related to the building sale. The land sale will result in a gain of approximately $800,000 which will be recorded when that sale is completed. Ed Fritsch, President and COO of Highwoods Properties, stated, "The Depository Trust wanted to accelerate the closing of this transaction and everyone is pleased all the documentation could be completed and processed two months ahead of schedule. The sale of the Network Operations Center is an important milestone for Highwoods Preserve and we are hopeful this will accelerate interest among other corporations looking to relocate or establish operations in this world-class campus located in a business friendly state with a highly educated labor pool. The Depository Trust is a blue chip company that settled transactions valued at $923 trillion in 2003. The company will add prestige to Highwoods Preserve and we look forward to working closely with them to ensure a smooth transition as they assume responsibility for the Network Operations Center." About the Company Highwoods Properties, Inc., a member of the S&P MidCap 400 Index, is a fully integrated, self-administered real estate investment trust that provides leasing, management, development, construction and other customer-related services for its properties and for third parties. As of March 31, 2004, the Company owned or had an interest in 529 in-service office, industrial and retail properties encompassing approximately 41.7 million square feet. Highwoods also owns approximately 1,255 acres of development land. Highwoods is based in Raleigh, North Carolina, and its properties and development land are located in Florida, Georgia, Iowa, Kansas, Maryland, Missouri, North Carolina, South Carolina, Tennessee and Virginia. For more information about Highwoods Properties, please visit our Web site at http://www.highwoods.com/ * * *As reported in the Troubled Company Reporter's June 14, 2004 edition, Fitch Ratings affirms the 'BBB-' senior unsecured rating on Highwoods Properties, Inc.'s $810 million of outstanding senior unsecured notes due 2004 through 2018, and 'BB+' rating on $877 million of preferred stock. The Rating Outlook remains Negative.The ratings reflect the strength of HIW's unencumbered asset base as support for the company's unsecured borrowings, exceeding those of similarly-rated peers. The Fitch calculated book value of HIW's unencumbered assets exceeds unsecured borrowings by more than 2.7 times (x) (including land) and 2.45x (without land), as of first-quarter 2004 (1Q'04). Likewise, the net operating income generated by HIW's unencumbered assets is sufficient to cover its unsecured interest expense by 3.2x. It is this unencumbered asset base that remains the primary support for HIW's 'BBB-' senior unsecured rating.KAISER ALUMINUM: Senior Subordinated Noteholders Form Committee---------------------------------------------------------------In connection with the Kaiser Aluminum Corporation chapter 11 proceedings in Delaware, the Ad Hoc Committee of Kaiser Aluminum Senior Subordinated Noteholders has formed to discuss certain issues of mutual interest. Other Senior Subordinated Noteholders who might have an interest in joining the discussions should contact the Ad Hoc Committee's counsel: Evan Flaschen, Esq. Bingham McCutchen LLP Telephone (860) 240-2723Headquartered 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.KROLL INC: Holders May Convert 1.75% Convertible Notes to Equity ----------------------------------------------------------------Kroll Inc. (NASDAQ: KROL), the global risk consulting company, announced that, in connection with its proposed transaction with Marsh & McLennan Companies, Inc. (MMC), the holders of Kroll's 1.75% Convertible Subordinated Notes due 2014 will be entitled to convert their notes into shares of Kroll common stock. Currently, an aggregate of $175 million principal amount of these notes is outstanding. As previously announced, Kroll and MMC have entered into a merger agreement pursuant to which Kroll would become a subsidiary of MMC and Kroll stockholders would receive $37.00 in cash for each of their shares of Kroll common stock. Kroll has scheduled a special meeting of stockholders to be held in New York City on July 8, 2004 at 11:00 a.m., local time, to consider and vote on the adoption of the merger agreement with MMC. Pursuant to the terms of the indenture governing the notes, holders of notes will be entitled to convert their notes at any time during the period beginning 15 calendar days before the anticipated effective date of the merger and ending 15 calendar days after the actual effective date of the merger. Kroll anticipates that the merger will be effective on July 8, 2004 following the special meeting of stockholders, based on the assumption that the merger agreement with MMC will be adopted by Kroll's stockholders at the special meeting and all other conditions to the merger will be satisfied or waived. Accordingly, holders of notes may convert their notes during the period commencing on Wednesday, June 23, 2004 and ending on the day that is 15 calendar days after the merger is actually effective. If the merger becomes effective on July 8, 2004, the conversion period will end on Friday, July 23, 2004. Holders who convert their notes prior to completion of the merger will receive 28.5205 shares of Kroll common stock per $1,000 principal amount of notes. Cash will be paid in lieu of fractional shares. Each share of Kroll common stock that the notes are converted into will be converted in the merger into the right to receive $37.00 in cash. Accordingly, assuming consummation of the merger, holders of notes who convert prior to the merger and hold such shares of Kroll common stock until the merger is completed, and do not exercise appraisal rights under Delaware law, would be entitled to receive approximately $1,055 per $1,000 principal amount of notes. Conversion of the notes is irrevocable and will be binding even if the merger is not completed. Kroll cannot give any assurances that the merger will be completed on July 8, 2004, or that it will be completed at all. Holders who convert their notes following the completion of the merger will receive $37.00 per share of Kroll common stock that such note would have been convertible into had it been converted immediately prior to the merger, which is equal to approximately $1,055 per $1,000 principal amount of notes. Holders of notes as of the close of business on July 1, 2004, the record date for the first interest payment on the notes, will be entitled to receive such interest payment on their notes, which Kroll will pay on July 15, 2004. Holders that convert their notes prior to the close of business on July 1, 2004 will not be entitled to receive any interest on their notes. Holders as of the record date that convert their notes during the period from after the close of business on July 1 through July 14, 2004 will receive the interest payment on their notes on July 15, 2004 but, in accordance with the terms of the indenture governing the notes, are required to pay to Kroll an amount equal to that interest payment upon the conversion of their notes. Holders as of the record date that convert their notes on or after July 15, 2004 will be entitled to retain the interest payment on their notes. Holders of notes that remain outstanding after the conversion period relating to the merger as described above will not be able to convert their notes unless and until a subsequent conversion event occurs, and each note will then be convertible only into $37.00 per share of Kroll common stock that such note would have been convertible into had it been converted immediately prior to the merger, which is equal to approximately $1,055 per $1,000 principal amount of notes. Kroll cannot assure holders that another conversion event will occur following the merger. About the CompanyKroll Inc. (NASDAQ: KROL), the world's leading independent riskconsulting company, provides a broad range of investigative,intelligence, financial, security and technology services to helpclients reduce risks, solve problems and capitalize onopportunities. Headquartered in New York with more than 60 officeson six continents, Kroll has a multidisciplinary corps of morethan 2,600 employees and serves a global clientele of law firms,financial institutions, corporations, non-profit institutions,government agencies and individuals. Kroll has four businessgroups: (1) Background Screening, which provides employee,mortgage and resident screening, substance abuse testing, andidentity theft services; (2) Consulting Services, which providesinvestigations, intelligence, security, forensic accounting,litigation consulting, and valuation services; (3) CorporateAdvisory & Restructuring, which provides corporate restructuring,operational turnaround, strategic advisory services, financialcrisis management, and corporate finance services; and (4)Technology Services, which provides data recovery, electronicdiscovery, and computer forensics services and software. For moreinformation, please visit: http://www.krollworldwide.com/ * * *As reported in the Troubled Company Reporter's May 21, 2004edition, Standard & Poor's Ratings Services placed its ratings onKroll Inc., including its 'BB-' corporate credit rating, onCreditWatch with positive implications following Marsh & McLennanCos.'s (MMC;AA-/Watch Neg/A-1+) announcement that it intends toacquire Kroll for $1.95 billion in cash, with a significantportion to be financed by prospective debt transactions.In resolving the CreditWatch listing for Kroll, Standard & Poor'swill review the terms of the transaction, in particular, MMC'sintentions with regard to the existing indebtedness of Kroll.LEFFERT DAIRY: Case Summary & 16 Largest Unsecured Creditors------------------------------------------------------------Debtor: Leffert Dairy, LLC 16188 7th Road Plymouth, Indiana 46563Bankruptcy Case No.: 04-33341Chapter 11 Petition Date: June 17, 2004Court: Northern District of Indiana (South Bend Division)Judge: Harry C. Dees, Jr.Debtor's Counsel: Mark E. Wagner, Esq. Kizer & Neu 1406 West Plymouth Street P.O. Box 158 Bremen, IN 46506 Tel: 574-546-2626 Fax: 574-546-2608Total Assets: $1,051,275Total Debts: $2,500,595Debtor's 16 Largest Unsecured Creditors:Entity Nature Of Claim Claim Amount------ --------------- ------------Standard Federal Bank N.A. Claim incurred for $2,052,5002600 West Big Beaver Road loans to operateTroy, MI 48084 dairy Value of Security: $840,475 Unsecured Balance: $1,212,025Fulton-Marshall L.P. Incurred as operating $576,418P.O. Box 568 loan for 2004 cropRochester, IN 46975 cost Value of Security: $10,000 Unsecured Balance: $66,418Farm Service Agency Incurred for loan to $170,000 operate dairy operationMacy Elevator, Inc. Charges on Account $69,523James and Frances Leffert Incurred on or about $30,000 1/1/02 as a contractFarm Plan Charges on Account $25,353South County Veterinary Veterinary bill $11,668ServicesPremium Dairy Sales, Inc. Operating costs $7,298New Holland Plan Charges on Account $7,169Case Credit Charges on Account $5,877Granstrom Farms, LLC Operating costs $5,010Zimmerman Sales & Service Charges on account $4,342Shauns Family Dairy Corn chopping $3,400Northstar Cooperative Operating costs $2,770Michiana Contracting, Inc. Charges on Account $1,866Duhois Distributors, Inc. Operating costs $1,679MADISON ENTERTAINMENT: Case Summary & Largest Unsecured Creditors-----------------------------------------------------------------Debtor: Madison Entertainment, LLC dba Madison Theater 728 Madison Avenue Covington, Kentucky 41011Bankruptcy Case No.: 04-21491Type of Business: The Debtor owns a theater that offers a variety of live music, comedy, sports and film events. See http://www.madisontheateronline.com/Chapter 11 Petition Date: June 13, 2004Court: Eastern District of Kentucky (Covington)Judge: William S. HowardDebtor's Counsel: David A. Kruer, Esq. Dearfield, Kruer & Warren, LLC 602 Main Street, Suite 700 Cincinnati, OH 45202 Tel: 513-421-4428 Fax: 513-421-4009Estimated Assets: $500,000 to $1 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 13 Largest Unsecured Creditors:Entity Nature Of Claim Claim Amount------ --------------- ------------Provident Bank mixed use building $2,789,9131 East Fourth Street, MS2340 comprised of liveCincinnati, Ohio 45202 entertainment theater of approx. 13,000 square feet, adjacent business offices, and four residential Secured Value: $750,000City of Covington mixed use building $149,000 comprised of live entertainment theater of approx. 13,000 square feet, adjacent business offices, and four residential Secured Value: $750,000Ginter Electrical mixed use building $124,589Contractors, LLC comprised of live entertainment theater of approx. 13,000 square feet, adjacent business offices, and four residential Secured Value: $750,000County of Kenton real estate taxes for $45,400 '02 and '03Restaurant Equipment Dist., mixed use building $20,000Inc. comprised of live entertainment theater of approx. 13,000 square feet, adjacent business offices, and four residential Secured Value: $750,000City of Covington Real estate tax for $9,100 '02 and '03ASCAP License fees $8,400Select Specialties mixed use building $8,000Corporation comprised of live entertainment theater of approx. 13,000 square feet, adjacent business offices, and four residential Secured Value: $750,000BMI License fees $6,000Robert McMahon, Esq. Various legal $5,800 servicesMike Kraus, CPA on-going accounting $3,500 servicesCincinnati Bell Yellow page $3,400 advertising, disputed as a consequence of improper classificationTom Gaither advertising $3,400 renderingsMARKLIN PROPERTIES: Files Reorg. Plan and Disclosure Statement --------------------------------------------------------------Marklin Properties LLC filed its Chapter 11 Plan of Reorganization along with a Disclosure Statement explaining that plan with the U.S. Bankruptcy Court for the District of Arizona, Tucson Division. Full-text copies of the documents are available for a fee at: http://www.researcharchives.com/bin/download?id=040617025928 and http://www.researcharchives.com/bin/download?id=040617030128 The Plan provides for the classification of six classes of claims and interests according to their treatment: Class Treatment ----- --------- 1 - Administrative Unimpaired. Will be paid in cash payment Claims in full. 2 - Past Due Real Unimpaired. Will be paid in full in cash Estate Taxes or cashiered funds on or before 30 days of confirmation of the Plan or upon refinance of the property as approved by the court, whichever is sooner. 3 - Secured Claims Unimpaired. On or before the confirmation date of the Plan, debtor will "cure" the default by either: (1) payment of all amounts payable and reinstate the original maturity date of the note, or (2) obtain refinancing of the note and approval of such refinancing to pay Eloy Biltmore Holdings, L.L.C. the amounts due plus all unpaid principal due under the note for a release of its lien upon the property, or (3) obtain approval of a sale of all or a portion of the property within 12 months of the Effective Date of the Plan. 4 - Secured Second Impaired. The note will accrue interest at Liens 6% per annum from the filing of this Chapter 11 proceeding and shall be due and payable upon sale of the property or 24 months from the Effective Date of the Plan. 5 - Unsecured Impaired. Will bear no interest from the Claims date of filing and will be paid in full in the amount of the claim upon sale of the real property, but not later than 24 months from close of escrow. 6 - Equity Holders Unimpaired. Will retain their equity position in the company. Headquartered in Scottsdale, Arizona, Marklin Properties LLC filed for chapter 11 protection on May 21, 2004 (Bankr. D. Ariz. Case No. 04-02566). Jerry L. Cochran, Esq., at Cochran & Dahl, PC represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $11,167,619 in total assets and $8,355,012 in debts.MIRANT CORPORATION: Objects To Perryville Energy's 3 Mega Claims----------------------------------------------------------------Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas, relates that on December 15, 2003, Perryville Energy Partners, LLC, filed four proofs of claim against the Mirant Corp.Debtors. The Debtors have already objected to Claim No. 6261. The remaining three Claims are: (1) Claim No. 6262 against Mirant Americas, Inc., as a secured claim for $98,650,000. Claim No. 6262 is based on Mirant Americas' obligation under a Guaranty dated August 23, 2002, purporting to partially guarantee Mirant Americas Energy Marketing, LP's obligation to Perryville under a Tolling Agreement; (2) Claim No. 6263 against Mirant Americas as an unsecured claim for $98,650,000. Claim No. 6263 is also based on Mirant Americas' obligation under a Guaranty dated August 23, 2002, purporting to partially guarantee Mirant Americas Energy Marketing, LP's obligation to Perryville under a Tolling Agreement; and (3) Claim No. 6264 against Mirant Corporation for $177,178,391. Claim No. 6264 is based on an Amended and Restated Parent Guaranty, dated June 20, 2002, as amended on August 23, 2002, purporting to partially guarantee Mirant Americas Energy Marketing, LP's obligations under the Tolling Agreement.The Debtors object to Claim Nos. 6262, 6263 and 6264, and ask the Court to disallow or, in the alternative, reduce the Claims on these grounds: 1. For Claim No. 6262 and 6263 * While the Debtors have not yet completed their analysis of the issue, they believe that discovery in connection with the Objection will demonstrate that the Mirant Americas Guaranty constitutes a fraudulent obligation pursuant to Section 548(a) of the Bankruptcy Code and New York's codification of the Uniform Fraudulent Conveyance Act, made applicable by Section 544(b) of the Bankruptcy Code; * Claim Nos. 6262 and 6263 are overstated; * Claim Nos. 6262 and 6263 contain insufficient supporting documentation that would support Perryville's damage calculation, its mitigation of the damages or why it is entitled to costs and professional fees; * Perryville failed to establish a basis for treatment of Claim No. 6262 as a secured Claim; and * Claim Nos. 6262 and 6263 are duplicative of each other.2. For Claim No. 6264 * Mirant has no guaranty obligation upon satisfaction of Perryville's senior indebtedness. Pursuant to the Mirant Guaranty, Mirant's liability to Perryville is limited to a percentage of amounts due under Perryville's senior credit facility. Perryville intends to use the proceeds from the Entergy Sale to satisfy its senior indebtedness in full. Thus, Mirant's obligation under the Mirant Guaranty will be eliminated; * Claim No. 6264 is overstated; * Perryville failed to supply any meaningful support for its damage calculation, and failed to demonstrate its mitigation of the damages or explain why it is entitled to costs and professional fees; and * Perryville failed to establish a basis for treatment of Claim No. 6264 as a secured claim.Headquartered in Atlanta, Georgia, Mirant Corporation -- http://www.mirant.com/-- together with its direct and indirect subsidiaries, generate, sell and deliver electricity in North America, the Philippines and the Caribbean. The Company filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590). Thomas E. Lauria, Esq., at White & Case LLP represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000)MOLECULAR DIAGNOSTICS: Lantana Small Cap Holds 7.7% Equity Stake----------------------------------------------------------------Lantana Small Cap Growth LLC beneficially owns, with sole voting and dispositive powers, 5,547,882 shares of the common stock of Molecular Diagnostics, Inc. The amount held represents 7.7% of the outstanding common stock of the Company. Molecular Diagnostics -- whose March 31, 2004 balance sheet shows a total stockholders' equity deficit of $5,856,000 -- develops cost-effective cancer screening systems, which can be utilized in a laboratory or at the point-of-care, to assist in the early detection of cervical, gastrointestinal, and other cancers. The InPath System is being developed to provide medical practitioners with a highly accurate, low-cost, cervical cancer screening system that can be integrated into existing medical models or at the point-of-care. More information is available at http://www.Molecular-Dx.com/NAPAM INVESTMENTS: Case Summary & 10 Largest Unsecured Creditors----------------------------------------------------------------Debtor: Napam Investments, Inc. P.O. Box 790 Bettendorf, Iowa 52722-0014Bankruptcy Case No.: 04-03697Type of Business: The Debtor is a single asset real estate company.Chapter 11 Petition Date: June 10, 2004Court: Southern District of Iowa (Davenport)Judge: Lee M. JackwigDebtor's Counsel: David P. Miller, Esq. P.O. Box 4668 1707 Washington Street Davenport, IA 52804 Tel: 563-322-1360 Fax: 563-324-5109Total Assets: $1,248,112Total Debts: $1,489,991Debtor's 10 Largest Unsecured Creditors:Entity Nature Of Claim Claim Amount------ --------------- ------------Sohan Singh Gill Trade debt $25,000United Building Centers Trade debt $20,427Kone, Inc. Trade debt $19,583Peterson Plumbing Trade debt $16,523Quad Citiers Automatic Trade debt $15,514Sprinkler Co., Inc.Pastenak Law Firm PC Trade debt $4,000Scott County Treasurer $3,618Howard Steel Trade debt $2,566White's Roofing Trade debt $1,600City Of Davenport 1st lien on $116 real estateNCI BUILDING: Completes Refinancing & Calls for Note Redemption---------------------------------------------------------------NCI Building Systems, Inc. (NYSE: NCS) announced that it has completed a refinancing of its existing bank debt and has called for redemption its $125 million of 9-1/4% senior subordinated notes due 2009 at a redemption price of 104.625% of the aggregate principal amount thereof, plus accrued interest through the redemption date. The new $325 million senior, secured credit facility consists of a six-year, $200 million term loan and a five-year, $125 million revolver, both of which are secured by receivables, inventory, machinery and equipment. The Company said that after repayment of its previous borrowings and the redemption of the senior subordinated notes, it expects to have approximately $115 million in available borrowings under the new facility. As discussed in the Company's second-quarter earnings release, NCI expects to incur one-time expenses relating to the refinancing in the third quarter of fiscal 2004 of approximately $9.8 million ($0.28 per diluted share after tax), representing the call premium on the senior subordinated notes, the write off of unamortized deferred debt issuance costs, and other related costs.A.R. Ginn, Chairman and Chief Executive Officer, remarked, "These transactions continue a multi-year trend in which NCI has steadily strengthened its financial position, resulting in a recent increase in the Company's corporate credit and bank loan ratings by Standard & Poor's and Moody's. The restructuring of our debt at Monday's interest rates is expected to reduce our annual interest payments by approximately $8 million, assuming current average loan balances. It also enhances our ability to improve our industry leadership position through continuing initiatives to expand our market share, product line and geographic reach." This press release is not a notice of redemption of the 9 - 1/4% senior subordinated notes due 2009. Persons with questions regarding the redemption of the senior subordinated notes should contact The Bank of New York Corporate Trust Department, the Trustee and paying agent, at 101 Barclay Street, 8th floor, New York, New York 10286, telephone 212-815-6907. NCI Building Systems, Inc. is one of North America's largest integrated manufacturers of metal products for the nonresidential building industry. The Company operates manufacturing and distribution facilities located in 16 states and Mexico. * * *As reported in the Troubled Company Reporter's May 27, 2004 edition, Standard & Poor's Ratings Services raised its corporate credit and bank loan ratings on metal buildings manufacturer, NCI Building Systems Inc., to 'BB' from 'BB-', and its subordinated debt rating to 'B+' from 'B'. The outlook is stable.At the same time, Standard & Poor's assigned its 'BB' bank loan rating and its recovery rating of '3' to NCI's proposed $325 million senior secured credit facility, based on preliminary terms and conditions. The rating is the same as the corporate credit rating; this and the '3' recovery rating indicate that bank lenders can expect meaningful recovery of principal (50% to 80%) in the event of a default."The upgrade reflects NCI's improved financial profile resulting from its ability to substantially reduce debt even during the past few years of depressed nonresidential construction markets," said Standard & Poor's credit analyst Pamela Rice. NCI has reduced debt by $350 million to $228 million at Jan. 31, 2004, since acquiring Metal Building Components Inc. in 1998, including a reduction of almost $200 million since the start of the industry downturn in early 2001. The Houston, Texas-based company's competitive cost position has enabled it to gain market share in this challenging environment and generate over $50 million of free cash flow for debt reduction in each of the past three years.NEFF CORP: Improved Performance Prompts S&P's Positive Watch ------------------------------------------------------------Standard & Poor's Ratings Services placed the ratings of Neff Corp., including its 'B-' corporate credit rating, on CreditWatch with positive implications."The placement reflects the improved operating performance and financial profile stemming from Neff's turnaround, and improved industry fundamentals," said Standard & Poor's credit analyst John Sico. "We could raise the ratings modestly if the company can demonstrate sustained credit metrics notwithstanding increased capital spending that will become necessary."Miami, Florida-based Neff Corp. is a relatively modest-size regional equipment rental company that operates mainly in the Sunbelt, through nearly 70 locations. Total debt outstanding as of March 31, 2004, was about $250 million.Neff has benefited from an increase in rental rates and equipment utilization. Neff's credit protection measures have improved.Neff has held down its capital spending and is generating positive free cash flow. However, the aging of its fleet, especially its core earthmoving equipment, has increased maintenance and repair costs. Capital spending is expected to increase as a result of this aging and the improved industry conditions.While the industry is not expecting any significant recovery in the near term, some signs of improvement, including increased rental rates in the second half of 2003 and first quarter 2004, and the industry's deliberate aging of the fleet and reduced capital spending may be helping to shrink the oversupply of construction equipment.NEWPOWER HOLDINGS: Kellogg Capital Discloses 10.74% Equity Stake----------------------------------------------------------------Kellogg Capital Group, LLC beneficially owns 6,753,450 shares of the common stock of NewPower Holdings, Inc., with sole voting and dispositive powers. 6,753,450 shares represents 10.74% of the total outstanding common stock of NewPower Holdings. As previously reported, on August 15, 2003, the United States Bankruptcy Court for the Northern District of Georgia, Newnan Division confirmed the Second Amended Chapter 11 Plan with respect to NewPower Holdings, Inc. and TNPC Holdings, Inc., a wholly owned subsidiary of the Company. As previously reported, on February 28, 2003, the Bankruptcy Court previously confirmed the Plan, and the Plan has been effective as of March 11, 2003, with respect to The New Power Company, a wholly owned subsidiary of the Company. The Plan became effective on October 9, 2003 with respect to the Company and TNPC.OPTIMAL GEOMATICS: Balance Sheet Insolvent by $16M at January 31----------------------------------------------------------------Optimal Geomatics Inc., TSX-VEN: OPG announced its results for the 2004 annual fiscal year end. Revenues rose to $4,496,022, a 95% increase from the previous year. Gross profit increased, for a second year to $1,332,288 representing a gross margin of 30%.2004 Fiscal Highlights include: - Corporate Name Change Legal name change from Avcan Systems Inc. to Optimal Geomatics Inc. - Strategic changes in Management team Colum Caldwell, new President and CEO, Dmitri Rosenrauch CTO, Roger Bannon CFO, Nigel Appleton UK Managing Director - Announcements of Private Placement of Common Shares 3,699,233 common shares used for working capital - Growth of Sales and Technical Team Sales Team adds Kevin Eaton, GIS Business Development, 25yrs experience in land survey, GIS, and Pipeline regulation. Robert Iantria, North American Account Manager, diverse background including survey, photogrammetry, GIS, remote sensing, and engineering. Martin Berzins, Technical Support Manager, 20yrs experience in the overhead powering industry. - Growth in revenue almost doubled from previous year Revenue up from $2,308,375 to $4,496,022, a 95% increase - Received Additional contracts from existing customers TXU-Oncor, Connectiv, and EKU, contracts awarded maintaining strong relationships with our customers - New contract received from Pipeline Customer Oklahoma Natural Gas contract for pipeline services totaling over $500,000 USDColum Caldwell, the President, and Chief Executive Officer of Optimal commented, "It's been a pivotal year for Optimal. We have continued to achieve the short-term objectives set out for us over the past two years to refocus the organization. The team is motivated to have the coming year be a breakthrough year for the company. We will continue to seek out partners and build business relationships to help maximize margins and explore newinitiatives."At January 31, 2004, Optimal Geomatics' balance sheet shows a deficit of $15,892,655.There will be a conference call on July 27th at 10:15am PST to discuss the results. Analysts, investment professionals, shareholders, members of the media, and other interested parties who wish to participate can attend the AGM at the offices of Axium Law Group1107 unsmuir Street, Vancouver BC) or call five minutes prior to scheduled time at 604-899-1159 Vancouver local, or 403-232-6311 outside Vancouver, pass codes will be available on our website. Alternatively, you can listen to the playback by visiting our website at http://www.optimalgeo.com/2004AGM.html/ About Optimal Geomatics Inc.Optimal Geomatics specializes in providing highly accurate aerial mapping solutions to a customer-base, which is primarily composed of Electric and Gas utilities. Optimal employs a number of aerial surveying systems, including its proprietary Vid/Tracker for data acquisition, and applies innovative technology, techniques and expertise for in-house processing. The Company's unique mapping products and services help utilities reduce cost, improveefficiency, and better-manage their assets by turning raw data into highly valuable geospatial information and engineering reports. Optimal's customers include many of the major utilities across North America and Europe.ORION TELECOMMUNICATIONS: Creditors Must File Claims by July 30---------------------------------------------------------------The United States Bankruptcy Court for the Southern District of New York, set 5:00 p.m. on July 30, 2004, as the deadline for all creditors owed money on account of claims arising prior to April 1, 2004, by Orion Telecommunications Corp., to file their proofs of claim.Proof of claim forms must be filed either by mailing or delivering the original form by hand or overnight courier to: United States Bankruptcy Court Southern District of New York One Bowling Green, Room 534 New York, New York 10004-1408Six categories of claims are exempted from the Bar Date: (a) claims already properly filed; (b) claims scheduled in the right amount and not disputed, contingent or unliquidated; (c) claims previously allowed by the Bankruptcy Court; (d) claims already paid in full; (e) claims subject to another bankruptcy court-imposed deadline; and (f) administrative expense claims. Headquartered in New York, New York, Orion Telecommunications Corp. -- http://www.oriontelecommunications.com/-- is a market- leading manufacturer and distributor of telecommunication services. The company filed for chapter 11 protection on April 1, 2004 (Bankr. S.D.N.Y. Case No. 04-12203). Frank A. Oswald, Esq., at Togut, Segal & Segal LLP represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $16,347,957 in total assets and $97,588,754 in total debts.OXIS INTERNATIONAL: Ray Rogers Retires as CEO, Pres. and Chairman-----------------------------------------------------------------OXIS International, Inc. (OTCBB:OXIS) (Nouveau Marche:OXIS) announced the retirement of Ray R. Rogers, its Chief Executive Officer, President and Chairman of the Board. Rogers has decided to retire after more than a decade of service to OXIS and related companies. Dr. Gosse B. Bruinsma, MD, a current member of the Board, has been elected Chairman of the Board of Directors and will assume the role of acting CEO until a permanent CEO has been hired. Dr. Bruinsma will be assisted by Manus O'Donnell, a seasoned executive, who has been engaged as a special advisor to the OXIS Board. Manus O'Donnell will be located at OXIS's Portland headquarters. Dr. Bruinsma is President and Chief Operating Officer of Axonyx Inc, the majority shareholder in OXIS with an ownership of approximately 54% of the common shares outstanding. The Company has engaged The Stevenson Group, an executive search firm experienced in conducting CEO searches in the healthcare/diagnostics area. "The OXIS Board thanks Ray for his leadership and valuable contributions over the years," stated Dr. Bruinsma. "We wish him well in his future endeavors." "The Company is well positioned to advance its oxidative stress technologies," stated Mr. Rogers. "With the new majority shareholder in place, it is the appropriate time for me to step down and assist in the Company's leadership transition as it moves forward to the next phase of growth." OXIS International Inc., headquartered in Portland, Oregon, focuses on developing technologies and products to research, diagnose, treat and prevent diseases associated with damage from free radical and reactive oxygen species -- diseases of oxidative stress. The Company holds the rights to three therapeutic classes of compounds in the area of oxidative stress, and develops, manufactures and markets products and technologies to diagnose and treat diseases caused by oxidative stress. * * * Liquidity and Capital ResourcesIn its Form 10-QSB for the quarterly period ended March 31, 2004 filed with the Securities and Exchange Commission, Oxis International Inc. reports:"The Company's working capital deficit increased during the first quarter of 2004 by $14,000, from a deficit of $36,000 at December 31, 2003, to a deficit of $50,000 at March 31, 2004. The decrease in working capital resulted primarily from the net loss of $593,000 adjusted for depreciation and amortization, $56,000, and an investment in equipment and patents, $87,000. "Cash and cash equivalents decreased from $372,000 at December 31, 2003, to $308,000 at March 31, 2004. This decrease of $64,000 is a result of $483,000 used for operations and $87,000 invested in equipment and patents, offset by the receipt of $570,000 from the receipt of bridge loans proceeds on January 14, 2004 upon the sale of the Notes. "The Notes became immediately due and payable upon the closing of the Acquisition. As of the date of the filing of this report, the Company has not received a notice from any Note Holder notifying the Company of its failure to repay the Notes at or following the Acquisition. Accordingly, the Company believes there has not been an Event of Default under the Notes. However, upon receipt of such a notice, the Company will either need to repay all or a portion of the $570,000 principal under the Note(s), plus accrued interest, or permit conversion at the Event of Default Conversion Price. "The Company expects to incur operating losses for the foreseeable future. These losses and expenses may increase and fluctuate from quarter to quarter. There can be no assurance that the Company will ever achieve profitable operations. The report of the Company's independent auditors on the Company's financial statements for the period ended December 31, 2003, includes an explanatory paragraph referring to the Company's ability to continue as a going concern." PARMALAT: Lenders Agree to Extend Deadline for Plan Requirements----------------------------------------------------------------Pursuant to the DIP Financing Agreement and the Final DIP Order, the Parmalat U.S. Debtors are required to provide the Postpetition Lenders, on or before April 22, 2004, with: (i) definitive documentation relating to the sale of the assets of Farmland Dairies, LLC, and Milk Products of Alabama, LLC, acceptable to a majority in interest of the Lenders, in their sole discretion; or (ii) a business plan acceptable to a majority in interest of the Lenders, in their sole discretion, for substantially all of the assets of Farmland and Milk Products not subject to the definitive documentation.The U.S. Debtors' failure to satisfy these requirements constitutes an Absolute Termination Event, and the Lenders are immediately authorized to cease extending credit to or for the benefit of the Debtors, and terminate the DIP Facility.By letter agreements, General Electric Capital Corporation, as Postpetition Agent, agreed to extend the deadline to June 7, 2004.By this stipulation, the parties agree that the U.S. Debtors will: (a) provide the Lenders, on of before June 25, 2004, with a business plan acceptable to a majority in interest of the Lenders, in their sole discretion, for substantially all of the assets of Farmland; (b) provide the Lenders, on or before July 20, 2004, with a term sheet for a plan of reorganization; (c) provide the Lenders, on or before August 25, 2004, with a draft plan of reorganization; and (d) file a plan of reorganization and accompanying disclosure statement, on or before August 23, 2004.In all other respects, the Final DIP Order will remain in full force and effect.Headquartered in Wallington, New Jersey, Parmalat USA Corporation -- http://www.parmalatusa.com/-- generates more than 7 billion euros in annual revenue. The Parmalat Group's 40-some brand product line includes milk, yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices and employs over 36,000 workers in 139 plants located in 31 countries on six continents. The Company filed for chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP represent the Debtors in their restructuring efforts. On June 30, 2003, the Debtors listed EUR2,001,818,912 in assets and EUR1,061,786,417 in debts. (Parmalat Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000) PEGASUS SATELLITE: Honoring Prepetition Employee Obligations------------------------------------------------------------Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in Portland, Maine, relates that the Pegasus Satellite Communications, Inc. Debtors employ 329 salaried employees and 613 hourly employees. The continued and uninterrupted service of the Employees is essential to the Debtors' continuing operations and a successful Chapter 11 process. To minimize the personal hardship the Employees will suffer if prepetition employee-related obligations are not paid when due, and to maintain the Employees' morale during this critical time, the Debtors sought and obtained the Court's authority to: (a) pay all prepetition Employee claims for wages, salaries, contractual compensation, bonuses, sick pay, personal pay, holiday pay, vacation pay and accrued compensation; (b) make all payments for which Employee payroll deductions were made; (c) reimburse all prepetition Employee business expenses; (d) make prepetition contributions and pay benefits under certain Employee benefit plans; (e) honor workers' compensation obligations; (f) pay other miscellaneous Employee-related costs; and (g) continue Employee programs with respect to vacations, sick, personal and holiday leave and certain health, welfare, savings and other benefit programs.Judge Haines also directs the applicable banks and other financial institutions to receive, process, honor and pay all prepetition checks drawn on the Debtors' payroll accounts to make the payments. Wages, Salaries, and Other CompensationThe average monthly payroll for the Debtors' salaried and hourly Employees is about $3,200,000. The Employees are paid through a bi-weekly payroll cycle where certain Employees are paid one week in arrears and certain Employees are paid in-real-time terms. The Debtors employ Ceridian Corporation to calculate and issue the Employees' paychecks and direct deposits. The paychecks and direct deposits are drawn on Ceridian bank accounts. Most recently, the Debtors paid Ceridian on June 2, 2004. Outstanding unpaid wages, salaries and other compensation owed to the Employees and to the Contract Workers aggregate $293,000. Vacation, Sick, Personal Leave and HolidaysThe Employees are covered by the Debtors' vacation policy. Under the Vacation Policy, full-time Employees are eligible for up to four weeks of paid vacation annually depending on the number of hours worked, position, and number of years of credited service. Part-time Employees accrue vacation time on a pro-rated basis in accordance with the number of hours worked during a pay period, not to exceed 10 days per calendar year. The total annual cost to the Debtors for the Employees' vacation time under the Vacation Policy is about $1,300,000. The Debtors do not anticipate a payout for unused vacation days as of the Petition Date.The Debtors also provide full-time and part-time Employees with sick pay benefits in the event that an Employee becomes ill and is unable to work. Full and part-time Employees also receive up to four personal days per calendar year. The total annual cost to the Debtors for the Employees' sick leave is about $600,000 and $475,000 for personal leave, aggregating $1,075,000, and is included in gross payroll.Furthermore, Mr. Keach notes that Employees have seven paid holidays each year -- New Year's Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. If an hourly Employee is scheduled to work one of these holidays, the Employee is entitled to receive holiday pay equal to one day's pay in addition to the Employee's otherwise applicable hourly salary for that day. Reimbursable Business ExpensesEmployees may incur a variety of business expenses that are typically reimbursed by the Debtors pursuant to their normal business practices. The reimbursable business expenses incurred by the Employees include business travel expenses and entertainment expenses. All Reimbursable Business Expenses were incurred with the understanding that they would be reimbursed by the Debtors. As of the Petition Date, the Debtors estimate that there are no amounts owing with respect to Reimbursable Business Expenses. Insurance BenefitsThe Debtors provide medical, prescription drug, dental and vision insurance, life insurance, long-term disability, accidental death and dismemberment insurance and other related insurance to their Employees. The Debtors provide their full-time Employees -- at a substantially reduced cost -- with certain medical, prescription drug, dental and vision insurance programs through various providers. The average monthly cost for all these Health Benefits is $437,500 of which about 26% is withheld from Employee payroll on average as their required contributions to the various Health Benefit plans. As of the Petition Date, the Debtors estimate that accrued payables with respect to the Health Benefit plans may aggregate $1,600,000 to be paid over time in the ordinary course.According to Mr. Keach, the Debtors provide their active full-time Employees with life and disability insurance programs underwritten by Unum Life Insurance Company of America. Those insurance policies are 100% employer-paid and begin on the first of the month after two full calendar months of employment for eligible Employees. As of the Petition Date, the Debtors have no amounts owing to Unum Life.The Debtors also offer their active full-time Employees other optional insurance benefits, which the Employees fully pay for, like term life insurance, whole life insurance, dependent life insurance, critical care insurance and short-term disability insurance. The Debtors withhold the applicable premium amounts from the participating Employees' paychecks and subsequently forward the amount to the appropriate insurance provider, which is UnumProvident Corporation. As of the Petition Date, the Debtors believe that there are no amounts owing to UnumProvident. Savings PlanThe Debtors have a defined savings plan for their Employees, which is qualified under Section 401(k) of the Internal Revenue Code. The Saving Plan is administered by Prudential Investment Management Services, LLC. All active Employees who have completed at least one full calendar month of service are eligible to participate in the Savings Plan. Pursuant to the Savings Plan, the Debtors deduct the appropriate amounts from each participating Employee's payroll check and transfer the withheld funds to the plan trustee. In addition, under the Savings Plan, the Debtors provide matching contributions, in Pegasus Communications Corporation common stock, equal to 100% of each participating Employee's pre-tax contribution up to 6% of the Employee's annual base salary. As of the Petition Date, the Debtors believe that no amounts are owing with respect to amounts deducted from the Employees' paychecks but not yet remitted to the third-party recipients, and all matching contributions with respect to the deductions have been made. Employee Stock Purchase PlanThe Debtors offer their Employees the opportunity to participate in their employee stock purchase plan. Pursuant to the Stock Purchase Plan, eligible Employees may opt to purchase stock in Pegasus Communications Corporation, at a 15% discount, in an amount of up to 10% of their basic rate of compensation for each payroll period. The Debtors deduct the after-tax amount of the contribution from each participating Employee's payroll check and on or around the last business day of a calendar quarter, the contribution amount deducted from a participating Employee's paycheck is applied towards the purchase of Pegasus Communications stock. As of the Petition Date, the estimated contribution amount deducted from the Employee's paycheck participating in the Stock Purchase Plan, but not yet applied towards the price of Pegasus Communications stock, is about $24,000. Workers' Compensation Obligations and Related InsuranceAs required by certain states, the Debtors maintain workers' compensation policies and programs to provide Employees with workers' compensation coverage for claims arising from or related to their employment with them. The Debtors currently insure their workers' compensation liabilities pursuant to a policy between Pegasus Communications and Hartford Underwriters Insurance Company. Pursuant to the policy, Employees seeking reimbursement for work-related injuries file an incident report with the Debtor entity where the injury occurred. Hartford then investigates and determines which claims are meritorious. Currently, there are six workers' compensation claims pending against the Debtors, totaling $45,346. Because the Hartford policy does not have a cap or deductible, as of the Petition Date, there are no amounts owing by the Debtors with respect to workers' compensation claims. Severance BenefitsThe Debtors provide certain severance benefits to their Employees who have been involuntarily terminated for reasons other than unsatisfactory performance. The applicable amount of severance benefit under the Severance Plan for: (i) non-exempt staff is two weeks of base pay for each year of service with a minimum of two weeks; (ii) exempt staff is two weeks of base pay for each year of service with a minimum of four weeks; (iii) manager is 13 weeks of base pay; (iv) director is 26 weeks of base pay; (v) vice president is 52 weeks of base pay; (vi) senior vice president and above -- are determined on an individual basis but typically range from 18 to 24 months of base pay. The Debtors are currently paying severance benefits for three former employees with an estimated outstanding liability of about $20,000.Mr. Keach contends that continuing the Staff Severance Program is vital to the retention of Employees and any interruption in the program would severely harm the Debtors' estates. The majority of the Employees eligible for the Staff Severance Program work in the Debtors' call centers, which directly service the Debtors' customer base and are thus critical to the Debtors' operations. Payroll Taxes and DeductionsThe Debtors make bi-weekly payments to Ceridian to cover all outstanding tax obligations relating to employee and employer payroll taxes. Ceridian is responsible for filing and making payments to the appropriate federal, state and local taxing authorities. The estimated amount of the Debtors' accrued employee and employer payroll taxes, which have not been forwarded to Ceridian as of the Petition Date, is about $74,000. The employee portion is included in the gross pay of the Employees. Other BenefitsThe Debtors provide a number of other miscellaneous benefits to certain Employees. The Debtors offer their new full-time Employees 50 options on Pegasus Communications stock and their part-time Employees 25 options. The Debtors also offer their full-time Employees who have been employed one year, an educational assistance program of up to $2,500 per calendar year to pursue career-related educational course work at accredited institutions. Furthermore, the Debtors provide their Employees with an assistance program offering confidential counseling services. The Debtors also offer qualified Employees paid leave for jury duty, bereavement and certain military duties.Mr. Keach points out that few employees will continue to work for an entity that has filed a bankruptcy petition without assurance that they will be timely paid. The most critical employees tend to be the ones most able to secure new positions. Payment of the Employee Obligations will not prejudice the Debtors' other creditors because, with the exception of the Health Benefits, all unpaid amounts would give rise to priority claims under Sections 507(a)(3) and (4) of the Bankruptcy Code.Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite Communications, Inc. -- http://www.pgtv.com/-- is a leading independent provider of direct broadcast satellite (DBS) television. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. D. Me. Lead Case No. 04-20889) on June 2, 2004. Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,762,883,000 in assets and $1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000) PEGASUS: Wants Court Nod To Continue Support Services Agreement---------------------------------------------------------------The Pegasus Satellite Communications, Inc. Debtors, on one hand, and non-debtor affiliate Pegasus Communications Management Company, on the other hand, are parties to a Support Services Agreement, executed on June 2, 2004 and effective as of May 1, 2004. The Agreement memorializes the structure and services of the informal agreements that existed for at least five years before its execution. In anticipation of their Chapter 11 cases, the Debtors concluded that it was necessary to formalize an allocation methodology that would conform to their postpetition corporate structure. The Agreement contains an allocation method that the Debtors believe is appropriate.Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in Portland, Maine, relates that pursuant to the Agreement, Pegasus Communications provides these types of services to the Operating Affiliates: (a) Accounting and Financial Reporting (b) Cash and Treasury Management (c) Communications -- Investor Relations and Corporate (d) Employee Benefit Plan Management (e) Engineering and Research and Development (f) Executive and Staff Administration (g) Financial Planning and Analysis (h) General and Administrative Services (i) Global Sales and Service (j) Government Operations (k) Human Resources and Administration (l) In-House Legal Administration (m) Insurance (n) Payroll Management (o) Purchasing, Procurement and Transportation Administration (p) Quality Assurance (q) Systems Administration (r) Tax Services (s) Miscellaneous Services and CostsThe Operating Affiliates compensate Pegasus Communications for the Support Services based on the actual cost. The amount Pegasus Communications charges the Operating Affiliates for the Support Services is based on an estimate of the level of effort devoted by Pegasus Communication to each of the Operating Affiliates, including: -- the cost of compensation of each Operating Affiliate compared to total cost of compensation of all Operating Affiliates; -- the net assets employed by each Operating Affiliate compared to total net assets of all Operating Affiliates; -- the net revenue generated by each Operating Affiliate compared to total net revenue generated by all Operating Affiliates; or -- other similar allocation methods.According to Mr. Keach, the methodology for allocating Pegasus Communications' costs for the Support Services under the Agreement may be broken down into two tiers. The fist tier is allocated based on aggregate salaries for employees: (i) 7% to Pegasus Communications Corporation based on aggregate salaries for employees of Pegasus Development Corporation and its WiBand division; and (ii) 93% to Pegasus Satellite Communications, Inc., and its subsidiaries based on aggregate salaries for the employees of Pegasus Satellite Television, Inc., and Pegasus Broadcast Television, Inc. Under the second tier, the Debtors allocate the 93% allocated to Pegasus Satellite Communications under the first tier to the Debtors based on net revenue: (i) 97% is allocated to the Debtors' Satellite division; and (ii) 3% is allocated to the Debtors' Broadcast division.The Debtors estimate that the aggregate cost for Pegasus Communications' Support Services provided to the Debtors is about $1,900,000 per month, and $140,000 for the Debtors' non-debtor affiliates.Pursuant to the Agreement, the Operating Affiliates and Pegasus Communications also share the costs for certain services and benefits: (a) Employee Bonuses and Compensation (b) Employee Stock Purchase Plan (c) Healthcare, Medical, Insurance and Other Employee Welfare Plans (d) Property and Casualty Insurance (e) Office Space (f) Telecommunication Services (g) 401(k) Plan (h) Other Miscellaneous Shared ServicesCharges for the Shared Services are based on each Operating Affiliate's share of actual costs incurred by Pegasus Communications in performing the services.The Debtors estimate that the aggregate cost for Pegasus Communications' Shared Services provided to the Debtors is about $800,000 per month, and $250,000 per month for the Debtors' non-debtor affiliates.Pursuant to Section 363 of the Bankruptcy Code, the Debtors seek the Court's authority to continue using Pegasus Communications' Services pursuant to the Agreement.Mr. Keach asserts that without Pegasus Communications' provision of the Services, the Debtors would be forced to either perform the Services themselves or outsource them to third-parties -- neither of which are economically viable options.Performing the Services themselves would require the Debtors to expend valuable time and money to familiarize and train their employees with the numerous and varied tasks performed in connection with the Services, contends Mr. Keach. Saddling the Debtors' employees with additional tasks at this critical time would essentially divert their attention from their assigned responsibilities and ultimately the reorganization efforts at hand. Moreover, outsourcing the Services is not a viable, cost-effective option. Since Pegasus Communications merely charges the Debtors its share of the costs to perform the Services rather than being profit-based -- as a third-party would be -- the Debtors do not believe that any other party would perform the Services at equal to or lesser cost. Thus, continuation of the Agreement is a cost-efficient vehicle for the Debtors to receive services necessary to their daily business operations and reorganization efforts.Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite Communications, Inc. -- http://www.pgtv.com/-- is a leading independent provider of direct broadcast satellite (DBS) television. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. D. Me. Lead Case No. 04-20889) on June 2, 2004. Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,762,883,000 in assets and $1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000) PEGASUS: Court Says DirecTV May Market Service in Same Territories------------------------------------------------------------------A federal judge in the U.S. bankruptcy court in Portland, Maine, denied Pegasus' request for a temporary restraining order against DIRECTV to prevent DIRECTV from marketing its service directly to consumers in areas served by Pegasus Satellite Television, Inc. The court's ruling allows DIRECTV to continue to market its service and activate new customers in Pegasus territories. "We are pleased that Judge Haines understood our position and is allowing DIRECTV to continue to offer a competitive multichannel alternative for millions of consumers in rural America," said Steve Cox, executive vice president, Sales, Distribution and Business Development, DIRECTV, Inc. On June 1st, DIRECTV, Inc. and NRTC agreed to end NRTC's exclusive DIRECTV service distribution contract effective immediately. In connection with the agreement, NRTC's separate agreements with its members and affiliates, including Pegasus, for sale of DIRECTV services, were terminated, with an effective date of August 31, 2004. Pegasus Satellite Communications Corporation and certain of its subsidiaries, including Pegasus Satellite Television, Inc., filed a voluntary petition for relief under chapter 11 of the U.S. bankruptcy code on June 2nd. Until the effective date of the member and Pegasus contract terminations on Aug. 31, 2004, DIRECTV will provide services through the NRTC to its members and Pegasus on a non-exclusive basis so that DIRECTV service to customers in NRTC territories will not be disrupted. DIRECTV is the nation's leading digital multichannel television service provider with more than 12.6 million customers. DIRECTV and the Cyclone Design logo are registered trademarks of DIRECTV, Inc., a unit of The DIRECTV Group, Inc. (NYSE:DTV). The DIRECTV Group is a world-leading provider of digital multichannel television entertainment, broadband satellite networks and services, and global video and data broadcasting. The DIRECTV Group is 34 percent owned by Fox Entertainment Group, which is approximately 82 percent owned by News Corporation Ltd.Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite Communications, Inc. -- http://www.pgtv.com/-- is a leading independent provider of direct broadcast satellite (DBS) television. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. D. Me. Lead Case No. 04-20889) on June 2, 2004. Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,762,883,000 in assets and $1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000) PG&E NATIONAL: Equilon Pays ET Gas $6M+ to Settle Contract Dispute ------------------------------------------------------------------NEGT Energy Trading - Gas Corporation and Equilon Enterprises,LLC, doing business as Shell Oil Products US, resolved issuesarising out the termination of a Master Firm Purchase/SaleAgreement between them dated March 1, 1999. Pursuant to theSettlement Agreement, Equilon Enterprises will pay $6,476,850 toET Gas in full and final satisfaction of all claims arising outof the March 1999 Sale Agreement. The parties also agreed torelease each other from any liabilities arising out of the March1999 Sale Agreement.Additionally, Equilon Enterprises withdraws Claim No. 00143,which asserted $1,377,181 against National Energy and GasTransmission, Inc., relating to the March 1999 Sale Agreementtermination.Headquartered in Bethesda, Maryland, PG&E National Energy Group, Inc. -- http://www.pge.com/-- develops, builds, owns and operates electric generating and natural gas pipeline facilities and provides energy trading, marketing and risk-management services. The Company filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md. Case No. 03-30459). Matthew A. Feldman, Esq., Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr & Gallagher represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $7,613,000,000 in assets and $9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000) PORTOLA PACKAGING: Posts $42.3 Million Deficit at May 31, 2004--------------------------------------------------------------June 21, 2004 / Business WirePortola Packaging, Inc. reported results for its third quarter of fiscal year 2004, ended May 31, 2004. Sales were $62.3 million compared to $53.7 million for the same quarter of the prior year. For the first nine months of fiscal 2004 sales were $176.3 million compared to $156.8 million for the first nine months of fiscal 2003. Portola had operating income of $0.3 million for the third quarter of fiscal year 2004, compared to operating income of $3.8 million for the third quarter of fiscal year 2003. For the first nine months of fiscal 2004 the Company had an operating loss of $2.2 million compared to operating income of $6.4 million for the first nine months of fiscal 2003. Portola reported a net loss of $4.4 million for the third quarter of fiscal year 2004 compared to a net loss of $28,000 for the same period of fiscal year 2003, and a net loss of $16.2 million for the first nine months of fiscal 2004 compared to a net loss of $2.4 million for the same period in fiscal 2003. Gross profit decreased $0.3 million to $11.6 million for the third quarter of fiscal year 2004 compared to $11.9 million for the third quarter of fiscal year 2003. Gross profit decreased $2.8 million to $30.2 million for the first nine months of fiscal 2004 compared to $33 million for the first nine months of fiscal 2003. The decrease in gross profit was mainly attributable to resin price increases, decreased sales volume in the US and competitive pricing pressures in the US and the UK markets. In addition, the Company incurred one-time relocation and plant consolidation expenses of $0.4 million and $1.4 million during the third quarter and first nine months of fiscal 2004, respectively, that were charged to cost of sales. The Company incurred pretax restructuring charges of $1.6 million during the third quarter of fiscal 2004 and $3.5 million pretax restructuring charges during the first nine months of fiscal 2004 compared to $0.4 million for the first nine months in fiscal 2003. Foreign exchange loss for the third quarter of fiscal 2004 totaled $0.7 million as compared to a gain of $0.9 million for the same period in fiscal 2003. Foreign exchange gain for the first nine months of fiscal 2004 totaled $1.6 million compared to a gain of $0.8 million for the same period in fiscal 2003. During the third quarter of fiscal 2004, the Company closed on the sale of its manufacturing facility in Chino, California at a net sales price of $3.3 million and recognized a gain of $1.0 million. The Company also entered into a contract to sell its manufacturing facility in San Jose, California, at a net sales price of approximately $3.2 million. The transaction is expected to close in July 2004. As previously reported, the Company purchased certain machinery and equipment for production of dairy closures, together with certain inventory, accounts receivable, and other assets, from a competitor in the United Kingdom. The purchase price was approximately $4.1 million. This machinery and equipment is expected to be utilized in the UK and other Portola facilities outside of the UK. The competitor has ceased production of 38mm dairy closures for the UK market. During the third quarter of fiscal year 2004, appraisals were completed for the Company's real estate, machinery and equipment, which resulted in an additional $15 million of availability to the current borrowing base under its senior secured credit facility. After subtracting the minimum availability of $5 million, the Company's borrowing capacity has increased to approximately $35 million at the end of the third quarter of fiscal 2004. The Company's results for the third quarter and first nine months of fiscal 2003 do not include the results of Tech Industries, Incorporated which was acquired by the Company in the first quarter of fiscal 2004. EBITDA, decreased $3.7 million to $5.6 million in the third quarter of fiscal year 2004 compared to $9.3 million in the third quarter of fiscal year 2003, and decreased $8.4 million to $12.4 million for the first nine months of fiscal 2004 compared to $20.8 million for the first nine months of fiscal 2003. Adjusted EBITDA, which excludes the effect of restructuring charges, (gains) losses on sale of assets, loss on warrant redemption, one-time relocation costs, one-time Tech clean up costs and warrant interest (income) expense, decreased to $6.5 million in the third quarter of fiscal 2004 compared to $9.3 million in the third quarter of fiscal 2003 and decreased to $18.5 million for the first nine months of fiscal 2004 from $21.1 million for the same period in fiscal 2003. At May 31, 2004, Portola Packaging, Inc.'s balance sheet shows a stockholders' deficit of $42.3 million compared to a deficit of $26.1 million at August 31, 2003. About Portola Packaging, Inc Portola Packaging is a leading designer, manufacturer and marketer of tamper evident plastic closures used in dairy, fruit juice, bottled water, sports drinks, institutional food products and other non-carbonated beverage products. The Company also produces a wide variety of plastic bottles for use in the dairy, water and juice industries, including various high density bottles, as well as five-gallon polycarbonate water bottles. In addition, the Company designs, manufactures and markets capping equipment for use in high speed bottling, filling and packaging production lines as well as manufactures and markets customized five-gallon water capping and filling systems. The Company is also engaged in the manufacture and sale of tooling and molds used in the blow molding industry. For more information about Portola Packaging, visit the Company's web site at http://www.portpack.com/ About Portola Tech InternationalPortola Tech International is a leading manufacturer and marketer of plastic packaging components to the cosmetic, fragrance and toiletries industry. PTI's capabilities include injection and compression molding, thermal and ultraviolet metallizing, ultraviolet one coat spray technologies, silk screening, hot stamping, lining and multiple component assembly. In addition to offering the largest stock line of closures in the industry, with over 450 styles and sizes, PTI has a complementary line of heavy wall PETG and polypropylene jars. For more information about PTI, visit PTI's web site at http://www.techindustries.com/POT OF GOLD PORTA: Case Summary & 20 Largest Unsecured Creditors----------------------------------------------------------------Debtor: Pot of Gold Porta Potties, Inc. 39 Arrowhead Drive 20590 Jasper, Georgia 30143Bankruptcy Case No.: 04-21474Type of Business: The Debtor is engaged in the business of renting portable toilets and dumpsters at construction sites. Chapter 11 Petition Date: June 18, 2004Court: Northern District of Georgia (Gainesville)Judge: Robert BrizendineDebtor's Counsel: John B. Lyle, Esq. John B. Lyle, P.C. 376 Powder Springs Street, Suite 140 Marietta, GA 30064 Tel: 770-421-9400Total Assets: $979,377Total Debts: $1,471,082Debtor's 20 Largest Unsecured Creditors:Entity Nature Of Claim Claim Amount------ --------------- ------------Bank of North Georgia 2003 Sterling pump $545,9078025 Westside Parkway truckAlpharetta, GA 30004 Secured Value: $80,000Claud M. Hicks $364,577P.O. Box 998Jasper, GA 30143Helen Ridley $90,616IRS Payroll taxes $63,991Roger Ridley Deferred wages - 18 $52,000 monthsCherokee C&D Landfill $34,117Tiffany Ridley Deferred wages - 18 $31,200 monthsGreenlead Landfill $25,769Bell South Advertising Desk $16,315L&W Limestone $11,903Wilson Air Conditioning $6,897ServiceEagle Point Landfill $6,739New Holland Plan $5,130Jasper Tire Co. $4,789Rogers Lake Landfill $4,580Georgia Dept. of Revenue Payroll taxes $3,979Builders Insurance Group $3,865Auto Parts Company $3,432Fuel Man $3,237Jack Moore's Grading & $2,365HaulingPROTECTIVE FINANCE: S&P Raises Series 1 Class D Rating to BB+------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on three certificate classes from Protective Finance Corp. II's FASIT Series 1. At the same time, the ratings on the remaining three classes are affirmed.The raised ratings are due to increased credit enhancement since issuance due to amortization and loan payoffs. The affirmations on the A-1 and A-2 certificates is based on the 'AA' rating on Protective Life Insurance Co., while the affirmation on class E reflects credit support that adequately supports the current rating under various stress scenarios.As of May 25, 2004, the trust collateral consisted of 291 loans with an aggregate outstanding principal balance of $459.1 million. The master servicer, Protective Life Insurance Corp., provided year-end 2002 and year-end 2003 net cash flow debt service coverage figures for 96.3% and 1% of the pool, respectively. Based on this information, Standard & Poor's calculated a weighted average DSC of 1.35x for the pool. The DSC figures exclude six loans (2.77%) for which 2002 and 2003 financial data is not available. There are no loans on the servicer's watchlist and there have been no realized losses as of the last remittance report.The pool's average loan size is $1.6 million, with the top 10 loans comprising 15% of the pool by balance. Of the pool, 98.6% is fully amortizing. The pool is geographically diverse, with properties located in 31 states, and no state represents more than 10% of the pool. By property type, however, the pool is highly concentrated in retail (83%).As of the May 25, 2004 remittance date there are two loans with an outstanding balance of $1.5 million (0.32%) that are with the special servicer. The first asset is a 5,000 square foot (sq. ft.) office building located in New Orleans, Louisiana. The special servicer has negotiated a discounted payoff with the borrower and the loan is expected to be paid off within the next few months with a loss. The second asset is a 25,000 sq. ft. retail building located in Church Hill, Tennessee that is REO. The tenant, Fleming Foods, filed for chapter 11 and rejected the lease on this property, causing the special to foreclose on the property.The trust contains a "variable funding period" that allowed for additional deposits of loans from the closing date until Sept. 30, 2002. The FASIT was created in 1997, was upsized in 1998, and was upsized again in 1999. Ratings raised Protective Finance Corp. II Commercial mortgage FASIT certificates series I Rating Class To From Credit Support B AA A 24.92% C A+ BBB 17.68% D BB+ BB 9.65% Ratings Affirmed Protective Finance Corp. II Commercial mortgage FASIT certificates series I Class Rating Credit Enhancement A-1 AA 32.15% A-2 AA 32.15% E B 4.82%QWEST COMMS: Opens New Spanish-Speaking Service Center in Phoenix-----------------------------------------------------------------Qwest Communications International Inc. (NYSE:Q) announced the opening of a Spanish-speaking small-business center in Phoenix. The center is part of Qwest's company-wide initiative to provide increasing quality of service and support to Spanish-speaking customers in the growing Hispanic business and consumer markets. The full-service center, named El Centro de Negocios (translated as 'The Business Center') supports Spanish-speaking small-business customers in Hispanic communities across all of Qwest's local services market in 14 states. The center is staffed by Spanish-speaking Qwest service representatives. "Qwest is pleased to offer a resource that provides sales support to small-business customers in the growing Hispanic market," said Mark Pitchford, vice president of Qwest market management. "With sales representatives who are fluent in Spanish, Qwest can now communicate much better with our Hispanic small-business customers and meet their needs more quickly." "The center makes it easier for Spanish-speaking customers to do business with Qwest," said Jeff Clark, vice president of small business sales for Qwest's business markets group. "Customers previously considering switching carriers due to difficulty in receiving Spanish-language support are now staying with Qwest. Spanish-speaking small-business customers can simply call and get quick assistance through this new center." The El Centro de Negocios is open 8 a.m. to 5 p.m. (MST). Customers can call the center via Qwest's business customer care number (1-800-603-6000, select the Spanish-language service option). About Qwest Qwest Communications International Inc. (NYSE: Q) is a leading provider of voice, video and data services to more than 25 million customers. The company's 46,000 employees are committed to the "Spirit of Service" and providing world-class services that exceed customers' expectations for quality, value and reliability. For more information, please visit the Qwest Web site at http://www.qwest.com/At March 31, 2004, Qwest Communications International, Inc.'sbalance sheet shows a stockholders' deficit of $1,251,000,000compared to a deficit of $1,016,000,000 at December 31, 2003.RCN CORP: U.S. Trustee Appoints Unsecured Creditors' Committee--------------------------------------------------------------Deirdre A. Martini, the United States Trustee for Region 2, appointed three unsecured creditors to serve on an Official Committee of Unsecured Creditors in the RCN Corp. Debtors' Chapter 11 cases: (1) Tudor Investment Corp. 1275 King Street Greenwich, CT 06831 Attn: Darryl L. Schall, Analyst Tel. No. (818) 380-3065 Fax No. (203) 552-6248 (2) York Capital Management 390 Park Avenue, 15th Floor New York, NY 10022 Attn: Eric Edidin Tel. No. (212) 651-0500 Fax No. (212) 651-0501 (3) HSBC Bank USA 452 Fifth Avenue New York, NY 10018-2706 Attn: Ms. Sandra E. Horwitz Tel. No. (212) 525-1358 Fax No. (212) 525-1300Headquartered in Princeton, New Jersey, RCN Corporation -- http://www.rcn.com/-- is a provider of bundled Telecommunications services. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 04-13638) on May 27, 2004. Frederick D. Morris, Esq., and Jay M. Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,486,782,000 in assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000) REVLON CONSUMER: S&P Assigns B- Rating to Senior Secured Debt -------------------------------------------------------------Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on cosmetics manufacturer Revlon Consumer Products Corp. At the same time, Standard & Poor's assigned a 'B-' senior secured bank loan and a '2' recovery rating to Revlon's planned $750 million term loan maturing in 2010. As part of this transaction, Revlon is also issuing a $160 million revolving credit facility, which will not be rated. The company will have approximately $1.3 billion of debt outstanding, pro forma for the planned transaction. The '2' recovery rating on the term loan indicates that lenders are expected to recover a substantial amount of principal (80% to 100%) in the event of a default. The ratings on the company's existing bank loan and senior secured notes have been affirmed, however, these will be withdrawn upon the closing of the new term loan transaction. Standard & Poor's has revised its outlook on Revlon to negative from developing. "The outlook revision follows Revlon's announcement that it has revised its 2004 sales and earnings forecast downward," said Standard & Poor's credit analyst Patrick Jeffrey. "Sales are now expected to grow 3%, whereas, the previous forecast had expected 8%-9% growth. EBITDA, meanwhile, is now expected to be $190 million, a decline from the previous forecast of $200 million."The planned $910 million senior secured bank loan will be used to refinance $363 million of debt maturities in 2005, to refinance existing bank borrowings, and eliminate a bank waiver agreement for covenant violations that expires in January 2005. However, the company will still have about $190 million of debt maturing in 2006 and about $328 million of debt maturing in 2008. A $110 million equity back-stop from primary shareholder MacAndrews & Forbes is expected to be applied toward refinancing the 2006 maturities.The developing outlook previously assigned to the company had reflected the postponement of a previous debt offering and the remaining near-term liquidity risk relating to debt maturities and the expiration of the bank waiver agreement. Before Standard & Poor's considers a stable outlook, Revlon will need to demonstrate stability in its operations and maintain enough liquidity to refinance its debt maturities due in 2006. The rating on New York, New York-based Revlon reflects its participation in the highly competitive mass-market cosmetics industry, its high leverage, and an inconsistent operating history. These risks are mitigated somewhat by the company's leading position in the sector and some recent operating performance improvement. Revlon faces two significantly larger competitors with leading market positions, L'Oreal and Procter & Gamble Co.REVLON INC: Refinances Debt and Updates 2004 Outlook ----------------------------------------------------Revlon, Inc. (NYSE: REV), as part of its overall plan to continue to strengthen its brands, its relationships with retail customers, and its organization, announced a series of refinancing transactions, and updated its outlook for 2004. In making the announcement, the Company indicated that its wholly-owned subsidiary, Revlon Consumer Products Corporation, has signed an agreement with Citicorp USA, Inc. and Citigroup Global Markets Inc. for a fully-committed financing to refinance and extend to 2010 the maturities on the Company's debt that matures in 2005. The refinancing transactions announced Monday follow the consummation in March 2004 of the Company's successful exchange offers, which reduced debt and increased equity by more than $800 million. Commenting on the refinancing, Revlon President and CEO Jack Stahl stated, "Revlon continues to make meaningful progress to create long-term value and Monday's announcement outlines a key financial building block to doing so. At the same time, we expect to achieve strong growth in operating earnings for the year, despite our current expectation of relatively modest growth in 2004 in the overall U.S. mass market color cosmetics category." RCPC expects to enter into new credit facilities with Citigroup and a syndicate of lenders to refinance its existing credit facility (approximately $290 million outstanding), to refinance its 12% Senior Secured Notes ($363 million outstanding), and to cover transactional fees and expenses, tender costs, and accured interest (totaling approximately $95 million). RCPC currently expects that the new credit facilities will be for an aggregate amount of approximately $910 million, comprised of a $750 million term loan and a $160 million asset-based multi-currency revolving credit facility. As part of the refinancing announced Monday, the Company indicated that RCPC intends to shortly commence a cash tender offer to purchase any and all of the $363.0 million aggregate principal amount outstanding of its 12% Senior Secured Notes due 2005, at a price calculated using a yield to maturity of the 1.875% U.S. Treasury Note due November 30, 2005 plus 75 basis points. The Company expects the new credit facilities to be executed concurrently with the consummation of the tender offer, which is currently expected to occur in mid- to late-July 2004, and that a portion of the amounts borrowed will be used to purchase notes validly tendered in the tender offer, to repay the existing credit facility, to pay fees and expenses, and for general corporate purposes. As part of the planned tender offer, RCPC intends to solicit consents from holders of its 12% Senior Secured Notes for certain proposed amendments that would eliminate substantially all of the restrictive covenants contained in the indenture governing such notes and release the guarantees of RCPC's obligations, and the collateral securing the obligations of RCPC and the guarantors, under such indenture. Consummation of the tender offer and consent solicitation will be subject to various conditions, including but not limited to, RCPC's entering into the new credit facilities and RCPC's obtaining the required consents in the consent solicitation. Consummation of the new credit facilities and related terms is also subject to negotiation and execution of definitive documents and various customary conditions. There can be no assurance that any aspect of the refinancing will be consummated. The tender offer will be made only upon the terms contained in any tender offer materials provided to holders of the 12% Senior Secured Notes. 2004 Outlook Revlon also announced that it has revised its outlook for growth for 2004. The Company indicated that it expects to generate Adjusted EBITDA(1) for the year of approximately $190 million, with operating income of approximately $90 million. The Company's previous forecasts for Adjusted EBITDA and operating income were $200 million and $100 million, respectively. The Company indicated that it currently expects top-line growth of approximately 3% versus year-ago, compared with its previous expectation of growth in the 8% to 9% range. The revised sales outlook largely reflects the Company's current expectation of slower market growth in its key U.S. mass market(2) categories, particularly color cosmetics, which the Company currently expects to grow 1% to 2% in 2004, compared with 4% growth originally expected. In addition, the current sales outlook also reflects the Company's expectation that its U.S. color cosmetics business will now grow in line with the overall category. Importantly, the Company indicated that its productivity programs are delivering savings faster than planned, and it is aggressively managing costs to ensure spending, including brand support, is right-sized in relation to the revised sales outlook. In addition, Revlon indicated that its longer-term destination model outlook for productivity and margin enhancement remains intact, targeting operating margins of approximately 14% of gross sales within three to five years. Finally, Revlon indicated that the revised outlook for 2004 issued Monday supersedes previously forecasted information by the Company for the year. Commenting on the Company's 2004 outlook, Mr. Stahl indicated, "We went into 2004 expecting a more robust U.S. color cosmetics category than current trends would suggest. We are acting responsibly by revising our spending plans to more appropriately reflect our current top-line trends and expectations and by accelerating productivity savings ahead of schedule. As a result, I am pleased that we continue to expect strong growth in earnings for the year." 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.ROO GROUP: Expands Operations to Meet Sales Demand --------------------------------------------------ROO Group, Inc. (OTC BB: ROOG) announced that, in order to meet with growing demand for its on-demand video solutions, it has leased an additional 5,000 square foot premises in Australia to house its media operations staff, has appointed new staff within its international operations area, and is adding sales and support staff in the U.S. ROO Group, Inc. Chairman and CEO, Robert Petty, stated, "The demand for the company's video content solutions has increased dramatically over the past 6 months and we expect to announce the activation of two Fortune 100 customers over the following 60 days. We will continue to expand our sales and media operations in line with our growth." The growth in videos being viewed over the internet is clearly displayed in the Arbitron and Edison Media research "Internet and Multimedia 12", which found that over 50 million Americans have viewed video over the internet in the past month and recommended that advertisers look at running audio and video advertising, a feature supported by ROO's platform. The company's strategy continues to be to leverage its competitive advantage as a result of the pacific time zone differences and cost effectiveness of housing its media operations in Australia, which avoids running nightshifts in the UK and USA, while maintaining its sales and business development focus on the U.S. and European markets. The company has also recently announced its purchase of the business assets of Undercover Media Pty Ltd., a provider of music content, including photos, articles and interviews, to web sites worldwide and whose clients and distribution partners include Telstra Corporation, AAP, Coca Cola, Google, VH1, Nova, Artist Direct and News Now. The company has also recently completed the purchase of 80% of the ordinary shares of Reality Group Pty Ltd., a provider of integrated communication solutions, including company branding solutions, through online advertising and direct marketing solutions and whose clients include Saab Motor Corporation and British Petroleum. About ROO Group Inc. ROO Group Inc. -- whose March 31, 2004 balance sheet shows a stockholders' deficit of $900,417 -- is a global provider of digital media solutions and technology that enables the activation, marketing and distribution of digital media video content over the Internet and emerging broadcasting platforms such as set top boxes and wireless. RGI's products include syndication, technology, integration, and management of topical video content such as news, entertainment and fashion to its client's web sites. The distribution, programming and integration of interactive advertising solutions includes 15 to 30 second television-style video advertisements which can be played before and after selected topical video content over the Internet. In addition to the expansion and development of ROO TV's -- http://www.rootv.com-- network of country-based video-only web sites, RGI's strategy for 2004 is to expand its distribution of products and services and make strategic acquisitions in Asia Pacific, Europe and the United States markets to accelerate the company's growth. More information can be obtained from RGI's web site located at http://www.roomedia.comor the company's corporate site at http://www.roogroupinc.com/RS GROUP: Appoints Ian Dennis Russell to Board of Directors-----------------------------------------------------------RS Group Of Companies, Inc. (formerly Rent Shield Corp.) (OTCBB:RSGC), a provider of pass-through risk specialty insurance and reinsurance products, announced that it has appointed Ian Dennis Russell to its Board of Directors. Mr. Russell, 52, has spent the last 35 years as a insurance professional in the London and Lloyd's markets. He is currently CEO of London-based Dashwood, Brewer & Phipps Ltd, a 70-year old Lloyd's Insurance Broker noted for its broad expertise in numerous product lines including marine, automobile, credit and aviation. Mr. Russell also currently serves as a Director of Griffin Insurance Association, a mutual insurance association for Lloyd's Brokers Professional Indemnity Insurance. Prior to his work at Dashwood, Mr. Russell held positions at Russell Tudor Price & Co., Ltd, Follows Weller-Poley & Co., Ltd., and Sedgwick Collins, Ltd. RS Group of Companies recently announced that it had entered into an agreement, subject to FSA approval, to purchase 49% of the issued share capital of Dashwood, Brewer & Phipps Limited. Commenting on the appointment, John Hamilton, CEO of RS Group of Companies, stated, "Ian Russell is an outstanding addition to the RSGC Board. He is recognized as a significant player in the London and Lloyd's insurance markets. He brings to RSGC a wealth of leadership, experience and an extensive network of relationships and contacts in the insurance industry." About RS Group of Companies, Inc.RS Group of Companies, Inc. -- whose December 31, 2003balance sheet records a stockholders' equity deficit of $966,088 --has developed and is implementing a strategy to design, structure and sell a broad series of pass-through risk specialty insurance and reinsurance platforms throughout North America. In November 2003, through its wholly owned subsidiaries, the Company introduced its core pass-through risk solution, RentShield(TM)-- http://www.rentshieldexpress.com/-- a residential rental guarantee program being offered to North America's $300 billion residential real estate rental market. It is estimated that there are over 38 million rental units in the United States and Canada. Rental Guarantee was first developed in Finland to provide surety to residential property developers and is being used as an extremely effective marketing tool in the United Kingdom for the buy-to-let market. It protects investments in the rental units by receiving a guaranteed income on a certain timeline. Go to http://www.rentshieldcorp.com/for more information. SBD INC: Case Summary & 16 Largest Unsecured Creditors------------------------------------------------------Debtor: SBD, Inc. 1615 North Broadway Mt. Pleasant, Iowa 52641Bankruptcy Case No.: 04-03892Chapter 11 Petition Date: June 21, 2004Court: Southern District of Iowa (Des Moines)Judge: Lee M. JackwigDebtor's Counsel: Michael P. Mallaney, Esq. Hudson, Mallaney & Shindler, P.C. 5015 Grand Ridge Drive, Suite 100 West Des Moines, IA 50265-5749 Tel: 515-223-4567 Fax: 515-223-8887Estimated Assets: $500,000 to $1 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 16 Largest Unsecured Creditors:Entity Claim Amount------ ------------Dan E. McAllister $1,063,0053971 Gulfshore Blvd. North #603Naples FL 34103Monsanto Company $586,000800 North Lindbergh Blvd.St. Louis MO 63167Green Acres Land Company $251,755300 South JeffersonMt Pleasant IA 52641Pilot Grove Savings Bank $127,619Bio Plant Research $54,000The RTS Corp. $50,000Scott McAllister Farms $42,500Hensley, Kim & Edgington, LLC $36,814Kamlet Shepherd & Reichert LLP $34,860Petrie Bauer LLP $25,289First National Bank $6,410Rande A. McAllister, Esq. $3,201Wellmark of Iowa $2,252Farm & Home Publishers $448IOS Capital $334ABC Fire Extinguisher $256SHOPKO SORES: Fitch Places Low-B Ratings on Watch Positive ----------------------------------------------------------Fitch Ratings has placed the 'BB-' secured bank facility and 'B' senior note ratings of ShopKo Stores Inc. on Rating Watch Positive. Approximately $250 million of debt is affected. The Positive Rating Watch recognizes Shopko's aggressive debt retirement over the past three years, which has resulted in a significant improvement in credit metrics. Since fiscal 2001, Shopko has retired approximately $450 million of long-term debt. As a result, total adjusted debt to EBITDAR has strengthened for the past twelve months ended May 1, 2004 to 2.5 times (x) versus 4.3x in fiscal 2001 and EBITDAR/interest plus rents has improved to 3.8x versus 2.6x over the same period. Still of concern is Shopko's competitive operating environment, as the company faces a dramatic increase in Wal-Mart discount stores and supercenters in the upper Midwest since 1988 and near-term margin pressure as a result of a highly promotional retail strategy. Fitch will be closely monitoring Shopko's operating results over the next few quarters as the company focuses on maintaining positive comparable store sales and improving gross margins. Fitch is anticipating the margins will improve ahead of fiscal 2003 levels, as the company focuses on improved pricing and selling higher gross margined items. The events leading to an upgrade include the retirement of the $55 million 9% senior notes due Nov. 15, 2004 and an improvement in operating income, a direct result of margin improvement. Once the 9% notes are retired, Shopko will have one remaining public debt issue on its balance sheet, the $100 million 9.25% senior unsecured notes due March 2022. The remainder of Shopko's long-term debt includes bank debt, mortgages, and capital lease obligations. Cash flow from operations will be used to update its store base, as Shopko has used free cash flow to retire debt versus investment in infrastructure over the past few years. SHYPPCO FINANCE: Fitch Downgrades Class A-2B Rating to BB-----------------------------------------------------------Fitch Ratings affirms one tranche and downgrades two tranches issued by Shyppco Finance Company LLC. The following rating actions are effective immediately: --$31,941,609 class A-2A notes affirmed at 'AAA'; --$78,576,357 class A-2B notes downgraded to 'BB-' from 'BBB-'; --$35,135,770 class A-2C notes downgraded from 'BBB-' to 'BB-'; --$62,000,000 class A-3 notes remain at 'C'; --$16,500,000 class B notes remain at 'C'.Shyppco is a collateralized debt obligation, which closed May 5, 1998 and is managed by MBIA Capital Management Corp. Shyppco is composed primarily of high-yield bonds and approximately 17% investment-grade bonds. Included in this review, Fitch discussed the current state of the portfolio with the asset manager and their portfolio management strategy. In addition, Fitch conducted cash flow modeling utilizing various default timing and interest rate scenarios. Since the last rating action, the collateral has experienced further deterioration. The weighted average rating has decreased from 'B/B-' to 'B-/CCC+'. The overcollateralization ratio has decreased from 74.77% as of June 2002 to 55.05% as of the most recent trustee report dated May 10, 2004. The OC test is measured by the total collateral divided by the sum of classes A-2, A-3, and B notes, including deferred interest. An implied senior OC test (total collateral divided by the sum of class A-2A, A-2B, and A-2C notes) is equivalent to 103.42%. As of the most recent trustee report available, Shyppco's defaulted assets represented 14.25% or $21.32 million of total collateral and eligible investments. Assets rated 'CCC+' or lower represented approximately 45.47%, including defaults. The ratings of the class A-2A notes reflect the insurance wrap provided by MBIA Insurance Corp., rated 'AAA' by Fitch. The class A-2B and A-2C notes addresses the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The class A-3 and class B Notes have been deferring interest since December 1998.Fitch conducted cash flow modeling utilizing various default timing and interest rate scenarios to measure the breakeven default rates 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 the classes A-2B and A-2C notes no longer reflect the current risk to noteholders. TELETECH HOLDINGS: Completes Debt Reduction Plan------------------------------------------------TeleTech Holdings, Inc. (Nasdaq: TTEC), a leading global provider of customer solutions, announced the company completed its previously announced debt reduction plan, including structuring a new $100 million revolving credit facility in May, and recently paying off its $75 million senior notes.As previously announced, the above actions will result in an estimated pre-tax charge in the second quarter 2004 of approximately $8 million, of which just over $6 million will be a cash charge related to the senior notes 'make-whole' payment, and the remainder will be a non-cash charge to write-off previously capitalized debt issuance costs. The estimated pre-tax charge is lower than the company's original estimate of $9 million as a result of recent increases in long-term treasury rates. The company expects to recover the $8 million pre-tax charge from the estimated future savings associated with reduced interest expense.The company used approximately $60 million of existing cash to pay off the senior notes, and drew approximately $65 million on the new revolving credit agreement, consisting of $39 million to terminate the previous revolving credit facility and $25 million to terminate the senior notes, including the 'make-whole' payment. As a result, the company's total long-term debt decreased by approximately $50 million, and future annualized pre-tax interest expense is estimated to decrease by approximately $5 million."We believe our new capital structure is in the best, long-term interest of the shareholders and gives us the flexibility to continue growing the business, while also lowering future interest expense," said Dennis Lacey, TeleTech's chief financial officer. "Our debt reduction plan is one element of our previously announced cost reduction initiatives, and we remain committed to successfully executing the plan we outlined to further improve the company's long-term profitability." About TeletechTeleTech is a global leader of integrated customer solutions designed to help clients acquire, grow, and retain profitable relationships with their customers. TeleTech has built a worldwide capability supported by more than 33,000 professionals in North America, Latin America, Asia-Pacific and Europe. For additional information, visit http://www.teletech.com/ THERMACLIME: S&P Places B- Corp. Credit Rating on Watch Negative ----------------------------------------------------------------Standard & Poor's Ratings Services placed its 'B-' corporate credit rating on Oklahoma City, Oklahoma-based ThermaClime Inc. on CreditWatch with negative implications following the company's termination of its proposed notes offering. At the same time, Standard & Poor's withdrew its ratings on the proposed notes."The CreditWatch placement reflects heightened refinancing risk as a result of the cancellation of an $80 million notes offering," said Standard & Poor's credit analyst Dominick D'Ascoli. Proceeds from the proposed notes were to be used to repay debt due in 2005. Consequently, the company will need to explore alternative means of addressing upcoming debt maturities. As part of the CreditWatch action, Standard & Poor's will monitor the company's efforts to refinance. As such, ratings could be lowered if a refinancing transaction is not executed in a timely manner.ThermaClime, owned by LSB Industries Inc., manufactures components for heating and air conditioning systems. It also manufactures chemicals, including fertilizers, blasting-grade ammonium nitrate, and industrial acids.TRINITY PLUMAS: Extends Barnett Shale Acquisition to July 19------------------------------------------------------------Mr. Paul B. Manson, President of Trinity Plumas Capital Corporation announced that both the Company and Eagle Oil & Gas Co. have agreed to extend the closing date of the purchase of Barnett Shale Interests in Newark East Field until July 19, 2004 to allow the TSX Venture Exchange additional time for approval of the transaction. The engineering report submitted by the Company's engineering firm must be adjusted to meet additional requirements under the recently effective National Instrument 51-101. The Company has met all standards required for its USA banking relationships. The Company has agreed to pay a US$75,000 extension fee and an additional Performance Deposit of US$350,000 to effect the extension of the closing. The US$350,000 Performance Deposit will be applied to the purchase price. Mr. Manson reports, "In that our economic closing of this purchase was dated March 1, 2004, the project will virtually feel no economic impact by adjusting the closing date to July 19, 2004. The extension allows the Company to make the appropriate adjustments to meet all Canadian policy issues and improve on additional reserves and cash flow numbers given that additional wells have come on stream since announcing the definitive agreement between Trinity and Eagle." The acquisition of Barnett Shale Interests now consists of 22 producing natural gas wells and 2 shut-in wells awaiting fracture stimulation. The entire package includes an additional 23 Proved Undeveloped locations and 20 Probable Undeveloped locations to be drilled. About Trinity Trinity Plumas Capital Corp. is a resource exploration and development company. Its focus is on the efficient development of natural resources in North and Central America regions while maintaining high standards of environmental responsibility. At March 31, 2003, Trinity Plumas Capital Corp.'s balance sheet shows a total shareholders' deficit of $2,300,090 compared to a deficit of $15,504,414 at December 31, 2002.UNIFAB INTERNATIONAL: Nasdaq to Delist Common Stock on June 28--------------------------------------------------------------UNIFAB International, Inc. (NASDAQ: UFAB) reports that it received a final Nasdaq Staff Determination on June 17, 2004, indicating that the Company has not regained compliance with Nasdaq's market capitalization requirement, stockholders' equity requirement or requirement for net income from operations, as set forth in Marketplace Rule 4310(c)(2)(B). Consequently, the Company's common stock will be delisted from the NASDAQ SmallCap Market at the opening of business on June 28, 2004. "With no expectation that we could meet any one of the required Nasdaq standards in the foreseeable future, our Company was not able to prevent delisting from the Nasdaq SmallCap Market," said Martin K. Bech, Vice President and General Counsel of UNIFAB. The Company's common stock will be available on the OTC Bulletin Board, effective with the open of business on June 28, 2004, provided a market maker enters a quote on that day. If no quote is entered on June 28, then the Company's common stock may trade on the Bulletin Board upon application made by a broker-dealer. About the CompanyUNIFAB International, Inc. is a custom fabricator of topside facilities, equipment modules and other structures used in the development and production of oil and gas reserves. In addition, the Company designs and manufactures specialized process systems and refurbishes and retrofits existing jackets and decks. As reported in the Troubled Company Reporter's April 7, 2004 edition, UNIFAB International, Inc. (NASDAQ: UFAB) reports, as required by Nasdaq Marketplace Rule 4350(b), that the Company's independent auditor issued its audit report on the Company's financial statements for the year ended December 31, 2003. The report includes a "going concern qualification," which is an explanatory paragraph relating to the Company's ability to continue as a going concern, and states that the Company's recurring losses from operations, negative working capital position, and difficulties in meeting its financial obligations and funding its operations raise substantial doubt about the Company's ability to continue as a going concern. The qualification is due, in part, to the Company's dependence upon Midland Fabricators and Process Systems, LLC, its majority shareholder, for its working capital requirements. Under an informal arrangement with the Company, Midland has agreed to provide financial support and funding for working capital or other needs at Midland's discretion, from time to time. During the year ended December 31, 2003, Midland advanced $5.9 million to the Company for working capital, which is classified as a current liability at December 31, 2003. If Midland does not make available such additional funding to the Company when needed in the future, the Company could be unable to satisfy its working capital requirements and meet its obligations in the ordinary course of business.UAL CORP: Asks Court to Authorize Settlement With Mae Entities--------------------------------------------------------------The UAL Corporation Debtors ask Judge Wedoff for authorization to enter into an amendment to a General Services Agreement with Singapore Technologies Aerospace, Ltd., ST Mobile Aerospace Engineering, Inc., Dalfort Aerospace, LP, and ST Aviation Services Company PTE, LTD.ST Mobile Aerospace Engineering has been the Debtors' primary airframe maintenance services provider since 1996. ST Mobile Aerospace is currently the Debtors' exclusive provider of heavy-maintenance services for the Debtors' Airbus and 747 aircraft.On December 14, 2001, the Debtors entered into an agreement with the MAE Entities to provide airframe maintenance services. Although the Agreement is with all the MAE Entities, the Debtors have only used Mobile Aerospace Engineering's services.James H.M. Sprayregen, Esq., explains that the Debtors listed Mobile Aerospace Engineering on their bankruptcy schedules as having an unsecured, non-priority, prepetition claim for $4,689,427. On May 12, 2003, Mobile Aerospace Engineering filed a proof of claim for $4,769,975 alleging unpaid prepetition services performed under the Agreement.Mr. Sprayregen tells the Court that after the Petition, the Debtors asserted warranty claims against Mobile Aerospace Engineering: (a) $454,091 for damages to B747-400 reverser track beams; (b) $420,423 for damages to the nose landing gear of Aircraft A319; and (c) $4,719,700 for damages to a V2500 engine.Mobile Aerospace Engineering disputes the amounts owed for the reverser track beams and the V2500 engine. To reconcile these disputed amounts, the Parties engaged in good faith negotiations and reached an agreement: (1) The MAE Entities will pay the Debtors $2,880,746 to settle the Warranty Claims; (2) Mobile Aerospace Engineering's $4,769,975 claim will be treated as a general, unsecured, prepetition claim even if the Claim would otherwise be entitled to payment as a cure claim; (3) The 2004 labor rate for existing contract pricing will be reduced by $2 per hour for Mobile Aerospace Engineering's services; (4) The MAE Entities will remain the Debtors' exclusive heavy maintenance service providers during 2004 for the 747, A320 and A319 Aircraft; and (5) The Debtors will assume the Agreement in any plan of reorganization.The Agreement will allow the Debtors to avoid complex and time-consuming litigation. The Agreement mandates the MAE Entities to provide the Debtors with substantial benefits. The Debtors will benefit by continuing their business relationship with the MAE Entities because they are uniquely able to provide the high quality of service necessary to maintain the Aircraft.Headquartered in Chicago, Illinois, UAL Corporation -- http://www.united.com/-- through United Air Lines, Inc., is the holding company for United Airlines -- the world's second largest air carrier. the Company filed for chapter 11 protection on December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed $24,190,000,000 in assets and $22,787,000,000 in debts. (United Airlines Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000) US AIRWAYS: Agrees to Settle AT&T Aircraft Claims For $16,918,817-----------------------------------------------------------------AT&T Credit Holdings, Inc., successor to AT&T Credit Corporation, timely filed three claims, in unliquidated amounts, asserting various tax indemnity claims relating to Aircraft bearing Tail Nos. N436US, N651US and N652US.After extensive negotiations, AT&T and the Reorganized US Airways Group Inc. Debtors stipulate that the tax indemnity claims are allowed as Class USAI-7 General Unsecured Claims: Claim No. Tail No. Allowed Amount --------- -------- -------------- 5516 N436US $3,491,895 5521 N651US 6,713,461 5522 N652US 6,713,461 -------------- Total $16,918,817All other AT&T general unsecured claims relating to the three Aircraft are disallowed. (US Airways Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)US UNWIRED: S&P Raises Junk Ratings and Removes Credit Watch ------------------------------------------------------------Standard & Poor's Ratings Services raised its corporate credit rating on wireless carrier US Unwired Inc. to 'CCC+' from 'CCC-'. The subordinated debt rating was raised to 'CCC-' from 'C'. These ratings were removed from CreditWatch, where they were placed with positive implications on June 2, 2004, following the company's announcement of its refinancing plan and recent operating improvement, including better customer retention and cash flow growth. The upgrades are based on financial profile improvement from 3(a)(9) debt for equity exchanges, together with the company's recent offerings of $125 million senior secured first-priority floating rate notes due 2010 and $233.4 million in senior secured second-priority notes due 2012. The 'CCC+' rating on the first-priority notes and the 'CCC-' rating on the second-priority notes were affirmed. The ratings outlook is positive.Proceeds from the new notes were used to retire US Unwired's senior secured credit facility, to repurchase a portion of the 13.375% senior subordinated discount notes, and to fund the company's cash balance. (The 'CCC-' rating on the bank facility was withdrawn.) The $140.3 million March 31, 2004 pro forma cash balance will allow the company to call the approximately $89 million remaining face amount of 13.375% notes beginning in November 2004.The 'CC' corporate credit rating and 'C' senior unsecured debt rating on IWO Holdings Inc., a wholly-owned subsidiary of US Unwired, were affirmed. The outlook remains negative. IWO is a Sprint PCS affiliate operating in the Northeast. US Unwired expects to file IWO for bankruptcy protection because of very weak liquidity, which makes IWO unable to pay the July 2004 interest payment on its senior notes. Under the terms of the two new US Unwired issues, IWO is classified as an unrestricted subsidiary, and US Unwired is limited in its capacity to provide financial support to IWO.Lake Charles, Louisiana-based US Unwired, an affiliate of Sprint PCS, serves more than 430,000 wireless subscribers in markets totaling 11.3 million people in several Southern states. Pro forma for the June 2004 financing, the company's March 31, 2004 debt balance was $447.8 million."Ratings on US Unwired reflect high financial risk from elevated debt levels caused by negative discretionary cash flow incurred during the company's wireless network construction and business start-up period, a weaker market position compared with more deeply entrenched competitors because of the company's late entry into its territories, intense wireless industry competition, and a potential negative liquidity impact from pending litigation between the company and Sprint PCS," said Standard & Poor's credit analyst Eric Geil. "Furthermore, asset recoveries in the event of a default or bankruptcy could be restrained because the company does not own the wireless spectrum licenses that it uses. These factors are partly mitigated by US Unwired's growing wireless subscriber base and operating benefits from the Sprint PCS affiliation agreement."VIVENDI UNIVERSAL: Lays-Off 350 Workers as Part of Turnaround Plan------------------------------------------------------------------Vivendi Universal Games (VU Games) announced another step in its turnaround plan to improve operating effectiveness, reduce costs and position for growth. The changes include a significant staff reduction in its North American based operations resulting in the elimination of 350 staff positions. The Company's Blizzard Entertainment studio was not part of the staff reduction."Restructuring the organization and reducing our cost base are necessary to improve our operating effectiveness and profitability," said VU Games CEO Bruce Hack. "This constitutes another important step in our turnaround plan aimed to better position the Company for growth."With a global and more focused organization in place, VU Games is looking ahead to the second half of the year with several major releases scheduled for launch. VU Games plans to release World of Warcraft from Blizzard Entertainment, marking the Company's entry into the massively multi-player online role-playing games category. Other current and upcoming releases for 2004 include Crash Twinsanity, Leisure Suit Larry, The Chronicles of Riddick: Escape from Butcher Bay, Van Helsing, Ground Control II, Fight Club and Spyro: A Hero's Tail. About Vivendi Universal GamesHeadquartered in Los Angeles, VU Games (S&P, BB Long-Term and B Short-Term Corporate Credit Ratings, Positive) is a leading global developer, publisher and distributor of multi-platform interactive entertainment. Its development studios and publishing labels include Blizzard Entertainment, Sierra Entertainment, Fox Interactive and Massive Entertainment. VU Games' library of over 700 titles features multi-million unit selling properties such as Warcraft, StarCraft and Diablo from Blizzard; Crash Bandicoot, Spyro The Dragon, Ground Control, Tribes and Leisure Suit Larry.WACHOVIA BANK: S&P Assigns Low-B Ratings to 6 Ser 2004-C12 Classes------------------------------------------------------------------Standard & Poor's Ratings Services assigned its preliminary ratings to Wachovia Bank Commercial Mortgage Trust's $1.1 billion commercial mortgage pass-through certificates series 2004-C12.The preliminary ratings are based on information as of June 21, 2004. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings.The preliminary ratings reflect the credit support provided by the subordinate classes of certificates, the liquidity provided by the trustee, the economics of the underlying loans, and the geographic and property type diversity of the loans. Classes A-1, A-2, B, C, D, and E are currently being offered publicly. Standard & Poor's analysis determined that, on a weighted average basis, the pool has a debt service coverage of 1.58x, a beginning LTV of 90.3%, and an ending LTV of 77.6%. Preliminary Ratings Assigned Wachovia Bank Commercial Mortgage Trust 2004-C12 Class Rating Amount ($) A-1 AAA 327,879,000 A-2 AAA 478,063,000 B AA 25,250,000 C AA- 9,302,000 D A 22,592,000 E A- 10,631,000 A1-A AAA 115,031,000 F BBB+ 11,960,000 G BBB 11,960,000 H BBB- 13,289,000 J BB+ 3,986,000 K BB 2,657,000 L BB- 5,315,000 M B+ 3,986,000 N B 2,657,000 O B- 2,657,000 P N.R. 15,957,325 MAD BBB- 13,555,555 IO* AAA 1,063,172,325** *Interest-only class. **Notional amount. N.R.-Not rated.WEIRTON: Gets Nod to Reject Contracts Except for GE Capital Lease -----------------------------------------------------------------As previously reported, the Weirton Steel Corporation Debtors sought the Court's authority pursuant to Sections 105 and 365 of the Bankruptcy Code and Rules 2002, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure, to reject, effective the closing of the ISG Weirton Sale Transaction: (a) 71 executory contracts and unexpired leases; (b) all other executory contracts and unexpired leases to which any Debtor is a party and which have not previously been assumed by the Debtors and are not subject to a pending motion to assume the contract or lease. GE Capital RespondsGeneral Electric Capital Corporation entered into seven equipment leases with the Debtors pursuant to a Master Lease Agreement dated September 1, 1993 and various other documents. The leases and their corresponding expiration dates are: Lease Number Description Expiry Date ------------ ----------- ----------- 4064575-005 Herzog Automated Lab BOP/BOF January 4, 2004 4060203-004 Locomotive January 4, 2004 4074937-001 Railcar Mover & Cat 9086 April 23, 2003 4074937-002 Taylor Forklift at HCL Plant June 24, 2003 4074937-003 Autolift Ram Truck July 1, 2003 1007558-002 Slab Tracking System June 30, 2004 4060203-002 Overhead Cranes September 4, 2004 (2 Tin Mill; 1 Strip Steel)According to James A. Byrum, Jr., Esq., in Wheeling, West Virginia, the Debtors have not surrendered the equipment that is the subject of the GE Leases. The Debtors continue to be in possession of the leased equipment and continue to negotiate to amend, assume, and assign the GE Leases to ISG Weirton, Inc., while simultaneously seeking to reject the GE Leases. Mr. Byrum argues that the Debtors cannot reject Lease Nos. 4064575-005, 4060203-004, 4074937-001, 4074937-002 and 407-4937-003 because those leases have expired and Section 365(a) of the Bankruptcy Code permits a trustee or debtor-in-possession to reject only unexpired leases. The Debtors' attempt to reject the expired leases "effective upon the closing (Closing) of the Sale Transaction" is a transparent effort to gain leverage in the negotiations among GECC, the Debtors, and International Steel Group, Inc., and to eliminate GECC's administrative expense claim for continued use and possession of the leased equipment retroactive to May 17, 2004 without relinquishing possession of the leased equipment to GECC. On the other hand, Lease Nos. 1007558-002 and 4060203-002 have not expired and are thus, subject to assumption or rejection under Section 365. As the Debtors have sold substantially all of their assets to ISG Weirton, Inc., GECC cannot contest in good faith the Debtors' assertion that the rejection of those leases is consistent with the exercise of their business judgment. However, Mr. Byrum emphasizes, rejection should not be effective as of the "Closing," as the Debtors request. Rather, rejection should be effective only on the earlier of the surrender of all of the leased equipment to GECC or the entry of the Order approving the rejection of Lease Nos. 1007558-002 and 4060203-002.Mr. Byrum points out that the Debtors are not seeking to reject the GE Leases retroactively to the date of the "Closing" because it is equitable to do so. "The Debtors are seeking to reject the GE Leases retroactively to gain a negotiating advantage and to avoid their obligations under Section 365(d)(10) to timely perform all of their obligations under the GE Leases until they are rejected while continuing to retain the leased equipment." * * *Judge Friend authorizes the Debtors to reject all of their executory contracts and unexpired leases that are not Assigned Contracts or Transition Contracts, except for the unexpired leases of GE Capital Corporation, effective as of May 17, 2004.A full-text copy of the Rejected Contracts list is available for free at: http://bankrupt.com/misc/weirton_approvedrejectedcontracts.pdf Further, Judge Friends rules that: (a) The Debtors' request is continued as to those unexpired leases to which GE Capital is a party, with all rights of the Debtors and GE Capital being reserved; (b) The Order will not apply to any policy of insurance or executory contract for insurance coverage to which any Debtor is a party. The Insurance Policies will remain in full force and effect according to their terms unless they are earlier rejected by the applicable Debtor; and (c) Any claim by a non-Debtor party for contract rejection must be asserted no later than July 2, 2004. (Weirton Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000) WESTERN WIRELESS: CFO to Present at Wachovia Conference Tomorrow----------------------------------------------------------------Western Wireless Corporation (Nasdaq:WWCA), a leading provider of wireless communications services to rural America, announced that CFO Wayne Wisehart will present at the 14th Annual Wachovia Nantucket Equity Conference. Mr. Wisehart will speak at 8:30 a.m. EST on Thursday, June 24, 2004. The presentation will be broadcast live on the Internet. Investors wishing to hear the presentation can access the webcast at the following URL link: http://wsw.com/webcast/wa22/wwca Wachovia will archive the presentation for a period of 90 days following the live presentation. Alternatively, the presentation can be accessed through the Western Wireless web site at http://www.wwireless.com,Investor Relations, Events. About Western Wireless Corporation Western Wireless Corporation, located in Bellevue, Washington, serves over 1.2 million subscribers in 19 western states under the Cellular One(R) and Western Wireless(R) brand names. Through its subsidiaries and operating joint ventures, Western Wireless is licensed to offer service in eight foreign countries. As reported in the Troubled Company Reporter's April 23, 2004 edition, Standard & Poor's Ratings Services assigned its 'B-' bank loan rating and a recovery rating of '4' to Western Wireless Corp.'s new $1.5 billion secured credit facility, based on preliminary documentation. The '4' recovery rating indicates the expectation for a marginal recovery of principal (25%-50%) in the event of a default. Proceeds from the bank loan will be used to refinance existing bank debt.Simultaneously, Standard & Poor's affirmed its existing ratings on Western Wireless, including the 'B-' corporate credit rating. In addition, the outlook was revised to positive from stable due to lower debt leverage and liquidity improvement resulting from the new bank facility. WINDERMERE SCHOOL: Asks to Employ Allen Lang as Special Counsel ---------------------------------------------------------------Windermere School Partners, L.L.L.P., and Windermere Preparatory School, Inc., ask the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for permission to employ Allen, Lang, Carpenter & Peed, P.A., as their special counsel.Thomas R. Allen, Esq., will be principally engaged to provide the Debtors the necessary services. Mr. Allen will serve as real estate and business counsel and assist the Debtor in the closing of the sale of its assets in the proposed sale to Jeff Anderson and Ken Furnish.Mr. Allen reports that the debtor has paid the firm a $15,000 retainer, $7,500 for each debtor. The Debtor is informed that Allen Lang is "disinterested" and hold no interest adverse to the estate.Headquartered in Windermere, Florida, Windermere School Partners L.L.L.P., filed for chapter 11 protection on March 31, 2004 (Bankr. M.D. Fla. Case No. 04-03610). Frank M. Wolff, Esq., at Wolff Hill McFarlin & Herron PA represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed both estimated debts and assets of over $10 million.W.R. GRACE: Proposes To Establish Non-Asbestos ADR Program----------------------------------------------------------The W.R. Grace Debtors ask the Court to establish an alternative dispute resolution program, and to permit them to liquidate certain prepetition claims. David W. Carickhoff, Jr., Esq., at Pachulski Stang Ziehl Young Jones & Weintraub PC in Wilmington, Delaware, explains that the ADR program will establish a fair, expeditious and efficient procedure for resolving certain significant claims that are: (1) contested and unliquidated, and (2) currently pending against these estates.To date, 15,438 proofs of claim have been filed against the Grace Debtors' estates. The Debtors believe that many of the timely proofs of claim are patently illegitimate, duplicative, or otherwise grossly overstated in amount. The Debtors are currently pursuing a series of omnibus objections to deal with many of these proofs of claim.As a result of the Debtors' First, Second and Third Omnibus Claims Objections, 970 claims have been expunged and 566 have been reconciled, leaving 13,902 claims still to be reconciled. The Debtors anticipate pursuing further omnibus objections in addition to, and simultaneous with, the ADR Program. The Debtors are also completing an analysis to quantify the number of claims which have been paid or to which they have no objection, and will allow the claims.There are more than 200 filed, non-asbestos litigation-related claims, and the Debtors are aware of as many as 20 additional non-asbestos litigation claims for which no proof of claim has been filed. The litigation claims are primarily prepetition suits for non-asbestos products liability, breach of contract, personal injury, contract indemnification, employment-related discrimination, and environmental damages.The Debtors also dispute the substantive validity or amount of a substantial number of other non-asbestos claims. The resolution of these disputed claims turns on an examination of the facts and law underlying the claims, and will necessarily require dialogue, mediation or litigation.Mr. Carickhoff clarifies that the ADR Program does not contemplate the resolution of asbestos property damage or asbestos personal-injury claims. The ADR ProgramThe Debtors propose a two-stage process: negotiation and then, if necessary, mediation. The negotiation phase would provide the Debtors with a cost-effective method for resolving claims through the exchange of written offers between the parties. The mediation phase, where necessary, would afford the Debtors with an additional, efficient form of alternative dispute resolution that would permit the affected parties to use a neutral third party to help achieve a voluntary, mutually beneficial settlement.Under the ADR Program, the Debtors will have the right, but not the obligation, to designate certain Disputed Claims as ADR claims by sending the recipients an ADR Notice Package. The ADR claimants will then each have the option of either: (1) participating in the ADR Program; or (2) awaiting a subsequent liquidation of their claims through the claims objection process and related litigation in the Bankruptcy Court.Upon Court approval of the ADR Program, the Debtors will serve the holders of Disputed Claims that the Debtors believe can be resolved expeditiously under the ADR Program with a Notice, a copy of the Order, and a description of ADR Procedures. Disallowance if No Response to NoticeThe ADR Notice will direct the ADR Claimant to indicate on the Notice whether they wish to participate in the ADR Program, and return the completed and signed Notice to the Debtors within 30 calendar days after the date on the Notice. If an ADR Claimant fails to return a completed and signed ADR Notice on a timely basis, the ADR Claimant's claim will be forever discharged, disallowed, waived and expunged.If the ADR Claimant participates in the ADR Program, the Debtors, within a reasonable time after receipt of the Notice, will mail to the Claimant a Statement of Claim. Within 15 calendar days after receipt of the Statement of Claim, those ADR Claimants who still wish to participate in the ADR Program must return a completed Statement of Claim to the Debtors.The Statement of Claim requests information pertinent to resolving the ADR Claim, including: (1) the ADR Claimant's name and address; (2) the date and location of the alleged incident; (3) the name and address of any attorney representing the ADR Claimant; (4) the asserted amount of the ADR Claimant's claim; (5) the name and address of the applicable Debtor; (6) a list of witnesses; (7) any applicable medical reports; (8) any applicable incident reports; and (9) a short statement of the ADR Claimant's contention. Settlement Authority and ProceduresThe Debtors propose to compromise and settle those ADR claims for which the ADR Claimant participates in the ADR Program, and a mutual resolution of the ADR claim is reached. The Debtors will use a pre-approved stipulation to enter into final settlement agreements for any ADR claims. If the Debtors were required to file a request every time they resolved an ADR claim, the expense to these estates and demand on the Court's limited time would be considerable. Therefore, the Debtors will compromise and settle any ADR claim without further notice or court approval for: (a) an allowed claim amount that is 50% or less of the amount of the claim asserted in the ADR Claimant's proof of claim, as amended; or (b) in the Debtors' sole discretion, any single allowed claim for $100,000 or less.When the Debtors compromise and settle a Pre-Approved Settlement, they will filed with the Clerk of the Court and send to the claims agent for these bankruptcy cases an ADR Stipulation signed by the Debtors and the ADR Claimant. This ADR Stipulation will be effective and binding on all parties-in-interest upon its filing with the Clerk, and will not require the endorsement or approval of the Court.In the event that the Debtors and an ADR Claimant compromise and settle an ADR Claim that is not a Pre-Approved Settlement, the Debtors will seek Court approval of the settlement on 20 days' negative notice after service on the United States Trustee and the counsel for any official committee then recognized. If no objections are timely filed, the Debtors will submit an order approving the ADR Stipulation without further notice or hearing. If an objection is timely filed, then the matter will be scheduled for hearing at the next omnibus hearing that is at least 30 days following the date of the objection. Settlement OffersWithin 45 calendar days after receipt of a completed Statement of Claim, the Debtors will serve on the applicable ADR Claimant an initial settlement offer. Each ADR Claimant will be required to accept or reject the Initial Offer within 15 calendar days after its mailing.If the Initial Offer is not a Pre-Approved Settlement, then the Debtors will follow the Stipulation Approval Process. If for any reason the Court does not approve the settlement, the ADR Stipulation will be ineffective and the Debtors, in their sole discretion, may elect to either continue negotiations with the ADR Claimant, or treat the ADR Claimant as no longer participating in the ADR Program.If the ADR Claimant rejects the Initial Offer, then the Debtors will have the option of: (1) referring the ADR Claim to mediation; (2) making a second written settlement offer to the Claimant under the same procedural protocols as the First offer; or (3) treatment the ADR Claimant as having elected to no longer participate in the ADR Program.By mutual consent, any of these deadlines may be extended. Mediation ProceduresIf the settlement stage is unsuccessful, the Debtors may refer disputes with those ADR Claimants whose claims have not settled and which are not provisionally barred under the ADR Program to a Court-appointed mediator to conduct mandatory, non-binding mediation. The Debtors are in the process of identifying appropriate candidates to serve as mediator and intend shortly to file an application for the appointment of a mediator.The mediator's fee will be shared equally by the Debtors and the ADR Claimant. All fees required to be paid by an ADR Claimant must be paid within 30 calendar days after the relevant session. If an ADR Claimant does not pay the required fees when due, the ADR Claimant's claim will be forever disallowed, discharged, waived and expunged in its entirety without further Court order.The Debtors will notify the ADR Claimant in writing of the submission of his or her ADR Claim to mediation, and will forward to the mediator all Statements of Claim and other relevant information they have received from the Claimant, and any other materials the Debtors deem relevant to the ADR Claim.The mediator will schedule an initial mediation conference to occur within 45 days of the mediator's receipt of the mediation materials. The mediation will be held in the greater Baltimore, Maryland metropolitan area, or another location agreed upon by the Debtors, the ADR Claimant, and the mediator. The Debtors and the ADR Claimant must have a person at the initial and any subsequent mediation conference with authority to settle, but neither the Debtors nor the ADR Claimant are required to be represented by counsel.If an ADR Claimant fails to attend a properly noticed initial or subsequent mediation conference, or fails to materially comply with any mediation procedure, the ADR Claimant's claim will, without further Court order, be forever disallowed, discharged, waived and expunged against the Debtors, their estates, their successors, directors, officers and agents. Conclusion of MediationIf no consensual agreement is reached for settlement of the ADR Claimant's claim, and the Debtors do not believe that further mediation is likely to yield such an agreement, the Debtors will send the ADR Claimant, within 15 calendar days after the initial conference, a statement indicating that they do not believe the ADR Claim can be settled through mediation. If no consensual agreement is reached after the initial conference, and the Debtors believe that further mediation may yield an agreement, the mediator will schedule a subsequent mediation conference or conferences. If the Debtors subsequently believe that further mediation is not likely to yield an agreement, the Debtors will promptly send the ADR Claimant a Conclusion Statement.If a settlement agreement is reached, the same procedures will be followed as those applicable to the pre-mediation phase. LitigationFor those ADR Claimants whose ADR Claims are not resolved through mediation, the ADR Claimants must send the Debtors, within 15 days after receipt of the Conclusion Statement, a written notice that they desire to litigate their claims. If the ADR Claimant does not timely serve the Debtors with a Litigation Statement, the ADR Claimant will be deemed to have elected to no longer participate in the ADR Program, and their ADR Claim will be forever disallowed, discharged, waived and expunged against the Debtors and their estates without further Court order.If the Claimant timely serves the Debtors with a Litigation Statement, then the ADR Claimant's claim will be litigated in two ways, depending on whether the ADR Claim involves "immature" or "mature" litigation. If immature -- unresolved ADR Claims where the underlying litigation had not substantially progressed before the Petition Date -- the claim will proceed to litigation in the Bankruptcy Court. To the extent the Bankruptcy Court does not have jurisdiction, the matter will be resolved in the U.S. District Court for the District of Delaware.With respect to mature litigation, unresolved ADR Claims where: (1) the litigation had progressed through the discovery stage and was substantially ready for trial; or (2) where judgment was rendered and the matter was on appeal,the automatic stay will be lifted and the case will proceed to trial in the forum where the case was pending when the stay went into effect. Effect of Insurance or AbsenceTo the extent the amount of any resolved ADR Claim is not insured, the settlement amount will constitute an allowed claim against the Debtors' estates in their reorganization plan. To the extent that any resolved ADR Claims are covered by applicable insurance, then the insurance companies will make payments for the ADR Claims, only for any amounts exceeding any applicable deductibles for the relevant policies, as set out in the relevant policies, and the holder of the settled claim will have an allowed, prepetition claim against the Debtors' estates for the deductible amount. (W.R. Grace Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service, Inc., 215/945-7000)* Chadbourne & Parke LLP Adds Attorneys to Pro Bono Committee-------------------------------------------------------------In keeping with its recent global expansion, the international law firm of Chadbourne & Parke LLP announced that it has added attorneys from four of its overseas offices to the Firm's Pro Bono Committee.Named to the committee are Sylwester Pieckowski, international partner in the Warsaw office; Sergey Volfson, an associate in the Moscow office; Sergiy Onishchenko, an associate in the Kyiv office; and Amy McCarthy, an associate in the London office. Also named to fill two U.S. office committee vacancies were Amy Nelson in the Washington, DC office and Stacey Winograd in the New York office. The committee now has 20 partner and associate members.The move coincides with Chadbourne's recent expansion into Warsaw and Kyiv and with the expansion of pro bono legal services for the poor around the world. Chadbourne opened the Warsaw and Kyiv offices in January 2004."Chadbourne is committed to pro bono on a firmwide basis and we believe the expansion of our Pro Bono Committee will help us do even more for those around the world who cannot afford access to legal services, and for the organizations that assist those not able to afford legal services," said Charles K. O'Neill, Chadbourne's Managing Partner."There has been a significant increase in international pro bono activity and since Chadbourne now has a wider international presence, the time is good for us to expand our Pro Bono Committee to reflect that," said Committee Chair Bernard W. McCarthy, who has led Chadbourne's Pro Bono practice since 1996, and is the Firm's Pro Bono Partner.Some of Chadbourne's pro bono work in overseas offices includes: * In Moscow, advising the Danish Refugee Council, a private humanitarian organization concerned with refugee protection, on general compliance work, contracts and labor issues; assisting Perspectiva Foundation, a Russian NGO, in obtaining educational benefits for disabled students. * In Tashkent, provided legal assistance to an advisory committee in an effort to restructure a school and accredit it with the Uzbek educational authorities so as to provide new educational opportunities in Tashkent; and assisting in obtaining registration of a Chamber of Commerce in Uzbekistan. * In Warsaw, the Firm is handling more than 50 criminal and civil matters assigned by the courts and is providing assistance to Polish Humanitarian Action in cooperation with the EU Office of Humanitarian Assistance. * In London, assisting in forming a charitable organization, Mothers Calling, dedicated to promoting dialogue between Israeli and Palestinian mothers to increase communication and understanding. * In Kyiv, registered a unit of Junior Achievement and continue to provide ongoing advice regarding various legal issues. * Working on other unique pro bono projects around the world, such as helping a fundraising arm of an environmental group active in Mongolia, and working on the creation of a bank in a developing country. About Chadbourne & Parke LLPChadbourne & Parke LLP, an international law firm headquartered in New York City, provides a full range of legal services, including mergers and acquisitions, securities, project finance, corporate finance, energy, telecommunications, commercial and products liability litigation, securities litigation and regulatory enforcement, white collar defense, intellectual property, antitrust, domestic and international tax, reinsurance and insurance, environmental, real estate, bankruptcy and financial restructuring, employment law and ERISA, trusts and estates and government contract matters. The Firm has offices in New York, Washington, D.C., Los Angeles, Houston, Moscow, Kyiv, Warsaw (through a Polish partnership), Beijing and a multinational partnership, Chadbourne & Parke, in London. For additional information, visit http://www.chadbourne.com/* Upcoming Meetings, Conferences and Seminars---------------------------------------------June 10-12, 2004 ALI-ABA Chapter 11 Business Reorganizations Omni Hotel, San Francisco Contact: 1-800-CLE-NEWS; http://www.ali-aba.orgJune 14-15, 2004 TURNAROUND MANAGEMENT ASSOCIATION 2004 Advanced Education Workshop Toronto Univesity, Toronto Canada Contact: 312-578-6900 or www.turnaround.orgJune 24-25, 2004 BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT The Seventh Annual Conference on Corporate Reorganizations Successful Strategies for Restructuring Troubled Companies The Millennium Knickerbocker Hotel - Chicago Contact: 1-800-726-2524; 903-592-5168; email@example.com June 24-26,2004 AMERICAN BANKRUPTCY INSTITUTE Hawaii Bankruptcy Workshop Hyatt Regency Kauai, Kauai, Hawaii Contact: 1-703-739-0800 or http://www.abiworld.org July 15-18, 2004 AMERICAN BANKRUPTCY INSTITUTE The Mount Washington Hotel Bretton Woods, NH Contact: 1-703-739-0800 or http://www.abiworld.org July 28-31, 2004 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA Contact: 1-703-739-0800 or http://www.abiworld.org September 18-21, 2004 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference The Bellagio, Las Vegas, NV Contact: 1-703-739-0800 or http://www.abiworld.org October 9-10, 2004 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION IWIRC Annual Fall Conference Nashville, TN Contact: 1-703-449-1316 or www.iwirc.comOctober 10-13, 2004 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES Seventy Seventh Annual Meeting Nashville, TN Contact: http://www.ncbj.org/ October 15-18, 2004 TURNAROUND MANAGEMENT ASSOCIATION 2004 Annual Convention Marriott Marquis, New York City Contact: 312-578-6900 or www.turnaround.orgNovember 29-30, 2004 BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT The Eleventh Annual Conference on Distressed Investing Maximizing Profits in the Distressed Debt Market The Plaza Hotel - New York City Contact: 1-800-726-2524; 903-592-5168; email@example.com December 2-4, 2004 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Marriott's Camelback Inn, Scottsdale, AZ Contact: 1-703-739-0800 or http://www.abiworld.org March 9-12, 2005 TURNAROUND MANAGEMENT ASSOCIATION 2005 Spring Conference JW Marriott Desert Ridge, Phoenix, AZ Contact: 312-578-6900 or www.turnaround.orgApril 28- May 1, 2005 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting J.W. Marriot, Washington, DC Contact: 1-703-739-0800 or http://www.abiworld.org June 2-4, 2005 ALI-ABA Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities and Bankruptcy Omni Hotel, San Francisco Contact: 1-800-CLE-NEWS; http://www.ali-aba.orgJuly 14 -17, 2005 AMERICAN BANKRUPTCY INSTITUTE Ocean Edge Resort, Brewster, MA Contact: 1-703-739-0800 or http://www.abiworld.org July 27- 30, 2005 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop Kiawah Island Resort and Spa, Kiawah Island, SC Contact: 1-703-739-0800 or http://www.abiworld.org October 19-23, 2005 TURNAROUND MANAGEMENT ASSOCIATION 2005 Annual Convention Chicago Hilton & Towers, Chicago Contact: 312-578-6900 or www.turnaround.orgNovember 2-5, 2005 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES Seventy Eighth Annual Meeting San Antonio, TX Contact: http://www.ncbj.org/ December 1-3, 2005 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Hyatt Grand Champions Resort, Indian Wells, CA Contact: 1-703-739-0800 or http://www.abiworld.org The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to email@example.com are encouraged. *********Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report.Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test.A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to firstname.lastname@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 ***