TCR_Public/031218.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 18, 2003, Vol. 7, No. 250

                          Headlines

AEROTECH INC: Case Summary & 20 Largest Unsecured Creditors
AES TIETE: Noteholders Consent to Proposed Restructuring
AES TIETE: Fitch Downgrades Certs. Grantor Trust Rating to DDD
AGCO CORP: S&P Maintains Negative Watch on Speculative Ratings
AGWAY INC: Fresh Del Monte Will Acquire Country Best Produce

AIR CANADA: Monitor Seeks CCAA Stay Extension Until March 31
AIR CANADA: Teamster Canada Wants Jazz Air to Pay Pension Plan
AMCAST INDUSTRIAL: Nov. 30 Net Capital Deficit Stays at $41 Mil.
ANC RENTAL: Sues 60 Vendors to Recover $4 Million
ANVIL KNITWEAR: S&P Junks Rating over Poor Operating Performance

ARI NETWORK SERVICES: Peter H. Kamin Discloses 7.4% Equity Stake
AURORA FOODS: Wants to Honor & Pay $24MM of Customer Obligations
AVADO BRANDS: Interest Nonpayment Spurs S&P to Yank Ratings to D
AVITAR INC: Sells All Laboratory Subsidiary Assets for $1 Mill.
AXCESS INC: Completes Financial Restructuring Initiatives

BELL CANADA INT'L: Will Voluntarily Delist Shares From NASDAQ
BIG CITY RADIO: Will File for Dissolution with Del. Sec. of State
BUCKEYE TECHNOLOGIES: Expects to Incur Loss for December Quarter
BUDGET GROUP: Files Liquidation Plan and Disclosure Statement
CADIZ INC: Completes Refinancing and Sale of Agricultural Unit

CADIZ INC: Delays Reverse Stock Split Trading Adjustment
CASCADES: Unit Acquires All Cascades Boxboard Preferred Shares
CATELLUS DEV'T: Leases 1-Mil. S.F. in Two So. Calif. Buildings
CEDAR BRAKES I: S&P Ratchets $310M Debt Rating Down a Notch
CEDAR BRAKES: El Paso Downgrade Spurs S&P's Rating Cut on Bonds

CELL-LOC: Grants Incentive Stock Options to Directors & Officers
CHAMPIONSHIP AUTO: Cancels Dec. 19 Special Shareholders' Meeting
CHIQUITA: Provides Turnaround and Transformation Plan Overview
COEUR D'ALENE: SEC Declares Registration Statement Effective
COMPANHIA SIDERURGICA: Fitch Assigns B+ Foreign Currency Rating

CONE MILLS: Turns to Jefferies & Company for Financial Advice
COTT: Files Final Prospectus for Thomas Lee-Related Offering
COVANTA ENERGY: Wants Nod to Pay Fees Under DHC Sale Agreement
CSK AUTO CORP: Commences Cash Tender Offer for 12% Senior Notes
DIGITALNET INC: Completes Exchange Offer for 9% Senior Notes

DIVERSIFIED ASSET: Fitch Cuts Class B Note Rating to Junk Level
DPL CAPITAL: S&P Cuts Ratings of Three Related Synthetic Deals
ECLICKMD: Losses and Capital Deficit Raise Going Concern Doubt
ELAN CORP: About $800-Mill. of LYONS Surrendered for Repurchase
ENRON CORP: Asks Court to Approve Pemex Settlement Agreement

FAO INC: Fails to Come Up with Buyer for Toy Stores
FFP OPERATING: US Trustee Appoints 9-Member Creditors' Committee
FRONTLINE: Preferred Shareholders Okay Debt-to-Equity Conversion
GEORGETOWN STEEL: Hires CFO Solutions as Financial Consultants
GOLFGEAR INT'L: Must Raise New Capital to Continue Operations

GOODYEAR TIRE: S&P Puts Related B+ Note Rating on Watch Negative
GREAT LAKES AVIATION: Reports 20.4% Traffic Increase in November
HALLIBURTON: Takes Steps to Resolve Asbestos/Silica Liabilities
HALLIBUTON CO.: Asbestos News Prompts Share Prices to Go Up
HEALTHSOUTH: Makes Semi-Annual Interest Payments to Bondholders

INSITE VISION: Ernst & Young Steps Down as External Accountant
INTERPUBLIC: Prices Common Stock & Series A Preferred Offerings
KMART: Court Expunges 7 Assumed Contract Claims Totaling $18MM+
L-3 COMMS: $400 Million Subordinated Notes Get S&P's BB- Rating
LOUISIANA-PACIFIC: Tendered Notes Fail to Reach Required Number

MARLIN II: Fitch Withdraws D Rating on 2 Sr. Secured Debt Issues
MEDINEX SYSTEMS: Charles Whatmore Discloses 9.0% Equity Stake
MERCER INT'L: R. Ian Rigg Leaves Post as Company Trustee
MIRANT CORP: MAEM Sues Metromedia Energy to Recoup $33.6 Million
MPS GROUP: Sells Manchester Business Unit to Right Management

NORTEL: Wins Contract with Oxford Networks for DMS-10 System
NPS PHARMA: Names Alan Rauch, MD as SVP for Clinical Research
PACIFIC GAS: Intends to Refinance Portion of Utility Costs
PG&E NATIONAL: Wheelabrator's Request for Decision on Pact Nixed
PIONEER NATURAL: Arranges New $700-Million Sr. Credit Facility

PLAINS ALL AMERICAN: Will Acquire Shell's Stake in Pipeline Cos.
QWEST COMMS: Shareholders Re-Elect Three Directors to Board
RADIO UNICA: Wants Lease Decision Period Extended Until March 30
REDBACK: Court to Consider Plan & Disclosure Statement Tomorrow
RESIDENTIAL ACCREDIT: Fitch Takes Rating Actions on 74 Classes

RESOURCE AMERICA: Will Publish Q4 and Year-End Results Tomorrow
SAFETY-KLEEN: Wants Clarification of Plan Confirmation Order
SATURN (SOLUTIONS): First Quarter Fin'l Report Still Not Filed
SCM COMMS: S&P Withdraws B+ Class A Note Rating after Redemption
SILICON GRAPHICS: Shareholders Approve 185-Million Share Issue

SK GLOBAL: Sovereign Asset Says SK Corp. Directors Should Resign
SOLECTRON: Names Dave Purvis to Lead Design & Eng'g Services
SOLUTIA INC: Files for Chapter 11 Protection in S.D. of New York
SOLUTIA INC: Case Summary & 50 Largest Unsecured Creditors
SPECTAGUARD ACQUISITION: S&P Assigns B+ Rating to New Facilities

STEWART ENTERPRISES: Fourth-Quarter Net Loss Hits $90 Million
SURETY CAPITAL: Co.'s Ability to Continue Operations Uncertain
SWEETHEART HOLDINGS: Completes $120-Million Debt Refinancing
UAL: Secures $2-Billion Exit Financing from JPMorgan & Citigroup
UNITED STEEL: Case Summary & 20 Largest Unsecured Creditors

US AIRWAYS: Pilots Call for Removal of David Siegel & Neal Cohen
US AIRWAYS: Chairman Bronner Airs Confidence in Management Team
USG CORP: Asks Court to Reduce 73 Overstated Claims
VAIL RESORTS: Comments on Jury Verdict in Wyoming Litigation
VERITAS SOFTWARE: S&P Raises Corporate Credit Rating to BB+

WARNACO GROUP: Opens Calvin Klein Underwear Store in NY's Soho
WATERLINK: Selling All Assets & Operations to Compass Group Unit
WILTEL COMMS: Fitch Assigns B Rating to Senior Secured Facility
ZENITH NATIONAL: 5.75% Sr. Notes Convertible in 1st Quarter 2004

                          *********

AEROTECH INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: AeroTech, Inc.,
             2113 West 850 No.
             Cedar City, Utah 84720

Bankruptcy Case No.: 03-25306

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     -----                                     --------
     Industrial Solid Propulsion, Inc.,        03-25309

Type of Business: The Debtor, a Nevada corporation, develops,
                  manufactures and markets specialized composite
                  propellant hobby rocket motors.

Chapter 11 Petition Date: December 15, 2003

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtors' Counsel: Lenard E. Schwartzer, Esq.
                  3800 Howard Hughes Parkway #1100
                  Las Vegas, NV 89109
                  Tel: 702-693-4230

Total Assets: $248,738

Total Debts:  $5,941,339

Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bautista, M/J/R               Damages                 $2,285,468
c/o Cozen O'Connor
501 West Broadway, #1610
San Diego CA 92101

Patton Boggs, LLP             Legal services            $757,685
2550 M St. NW
Washington, DC 20037

Stick Shift City              Damages                   $350,000
c/o Cozen O'Connor
501 West Broadway, #1610
San Diego CA 92101

Modern Concepts, Inc.         Lawsuit                   $294,325
c/o Benson Dertoldo & Baker
7408 West Sahara Ave.
Las Vegas NV 89117

Biba, Ken                     Demand note               $276,278
1157 Stanyan Street
San Francisco CA 94117

Coker, John                   Demand note               $276,278
723 Chateau Drive
Hillsborough CA 94010

Ten Tong Trucking             Damages                   $248,206

Gates, Dirk                   Demand note               $225,000

Coker, John                   Promissory Note           $200,000

Hudson Automotive             Damages                   $181,000

Orbital Sciences              Damages                   $125,000

Solorzano Automotive Serv     Damages                   $100,000

Shaw Pittman Potts Trowbridge                            $50,000

Aerojet Propulsion Division   Services                   $48,211

Div. of Environment           Inspection fee             $40,993
Protection

Rosenfeld, Gary               Salary and Bonus           $35,775

Ten Ton Fork Lift             Lawsuit                    $25,770

Ellis Mountain Rocket Works   Vendor                     $23,200

Savois, Denise                Salary                     $19,000

Mercado, Arnold               Damages                    $16,700


AES TIETE: Noteholders Consent to Proposed Restructuring
--------------------------------------------------------
AES IHB Cayman, Ltd., and AES Tiete Holdings, Ltd., have obtained
consents from 100% of the holders of the $300,000,000 aggregate
principal amount 11.5% Trust Certificates due December 15, 2015 of
IHB to facilitate a proposed restructuring of Tiete Holdings's
indirect investments in the Brazilian electric power sector.

This restructuring contemplates, and the consents will permit,
among other things, the transfer of the share capital in Tiete
Holdings, currently pledged by AES Corp. and AES Communications
Latin America, Inc. as collateral for the Certificates, to a newly
organized Brazilian holding company. The share capital in Tiete
Holdings will remain subject to a lien in favor of the Trustee
with respect to the Certificates.

Tiete Holdings' Brazilian operating company, AES Tiete S.A., is a
power generation company which resulted from the reorganization
and privatization of certain assets of Companhia Energetica de Sao
Paulo, the energy company previously owned by the State of Sao
Paulo. Tiete supplies reliable, clean and cost-effective power to
the Brazilian market primarily through power purchase agreements
with several major distribution companies.


AES TIETE: Fitch Downgrades Certs. Grantor Trust Rating to DDD
--------------------------------------------------------------
Fitch Ratings has downgraded the AES Tiete Certificates Grantor
Trust to 'DDD' from 'CC' Rating Watch Negative.

The downgrade reflects the missed principal and interest payment
due Dec. 15, 2003 of approximately US$22 million. The issuer (AES
IHB Cayman, Ltd.'s, IHB) and certificate holders continue to
negotiate a debt restructuring for the certificates, which is
expected to be finalized in the near term. Recovery for
certificate holders is expected to be highly supported by the
underlying cash flow generation and net income of the operating
company, AES Tiete.


AGCO CORP: S&P Maintains Negative Watch on Speculative Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
AGCO Corp.'s $150 million convertible senior subordinated notes,
due 2033, and placed the rating on CreditWatch with negative
implications. Proceeds will be used to fund a portion of the
pending Valtra Corp. acquisition.

At the same time, Standard & Poor's said that its 'BB+' corporate
credit rating on AGCO Corp. will remain on CreditWatch where it
was placed on Sept. 10, 2003, pending completion of the deal to
purchase unrated Finland-based Valtra Corp. for ?600 million.
Assuming the deal is financed as outlined by the company to
Standard & Poor's, including at least $250 million of common
equity, the 'BB+' corporate credit rating will be affirmed,
reflecting a still-solid business profile and expectations for
an improving financial profile partly due to a less acquisitive
growth strategy in the future. The deal, which has received the
approval from the European Commission, is expected close in early
2004.

AGCO, the world's third-largest manufacturer of agricultural
equipment, is based in Duluth, Georgia, and had $787 million of
outstanding debt at Sept. 30, 2003.

"AGCO's proposed bank credit facility will be rated 'BB+', the
same as the corporate credit rating. AGCO's current bank credit
facility is rated 'BBB-', one notch above the corporate credit
rating, reflecting strong likelihood of full recovery of principal
in event of default or bankruptcy," said Standard & Poor's credit
analyst Daniel DiSenso.

"However, the new bank facility will be much larger than the
current facility, reducing collateral coverage, hence the new
rating will be equivalent to the corporate credit rating."

Following completion of the Valtra transaction, the rating on
AGCO's $250 million 9.5% senior unsecured notes due 2008 will be
lowered to 'BB-' from 'BB'. Pro forma for the Valtra acquisition,
the percentage of priority liabilities to total company assets
will rise to well over 40% causing the notes to be notched down
twice from the corporate credit rating.


AGWAY INC: Fresh Del Monte Will Acquire Country Best Produce
------------------------------------------------------------
Fresh Del Monte Produce Inc. (NYSE:FDP), one of the world's
largest producers and marketers of fresh and fresh-cut fruit and
vegetables, has entered into a definitive agreement to purchase
the assets of Country Best Produce from Agway, Inc.

Country Best is a leading East Coast processor and packager of
potatoes, onions, sweet corn, and other fruits and vegetables with
sales of approximately $100 million for the fiscal year ended
June 30, 2003.

Subject to the completion of the transaction, Fresh Del Monte will
acquire for $12.2 million in cash the assets of Country Best under
Section 363 of the U.S. Bankruptcy Code pursuant to Agway's
October 2002 voluntary filing with the U.S. Bankruptcy Court in
the Northern District of New York. The transaction, which is
subject to customary conditions and to final bankruptcy court
approval, is scheduled to close before year-end.

Under the agreement, Fresh Del Monte will acquire from Agway, Inc.
processing and packaging operations in Plant City, Florida;
Winder, Georgia; and Syracuse, New York. In addition, Fresh Del
Monte will acquire two regional facilities - one in the
Tampa/Central Florida market and the other in the Atlanta region.
Lastly, Fresh Del Monte will acquire a buying operation in Idaho
that facilitates sales between produce buyers and growers and
provides proximity to one of the nation's largest supplies of
high-quality potatoes.

"Acquiring Country Best Produce will help Fresh Del Monte to
strengthen our market position in two key product areas --
potatoes and onions -- while providing us with a meaningful
foothold in the growing sweet corn category," said Mohammad Abu-
Ghazaleh, Chairman and Chief Executive Officer of Fresh Del Monte.
"Country Best's considerable strength on the East Coast nicely
complements Fresh Del Monte's existing presence in our other
regions of the country and will allow us to better serve our
retail and foodservice customers on a nationwide basis. In
addition, the acquisition provides us with distribution
capabilities in Syracuse, which is a new market for us.
Synergistic with our acquisition of Standard Fruit & Vegetable of
Dallas earlier this year, the acquisition of Country Best will
both leverage and significantly expand our current repack
operations. As such, this transaction is consistent with our
strategy to expand our strong market position across a more
diverse platform of products and geographies," said Mr. Abu-
Ghazaleh.

Fresh Del Monte is a leading vertically integrated producer and
marketer of high quality fresh produce. The Company's primary
products include bananas, pineapples, melons, specialty melons,
tomatoes, potatoes, strawberries, onions, grapes, citrus, apples,
pears, peaches, plums and plantains. The Company markets its
products worldwide under the Del Monte(R) brand, a symbol of
product quality and reliability since 1892.

Agway, Inc. is an agricultural cooperative owned by 69,000
Northeast farmer-members. On October 1, 2002, Agway, Inc. and
certain of its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. Agway
Energy Products LLC, Agway Energy Services, Inc. and Agway Energy
Services-PA, Inc. were not included in the Chapter 11 filings. The
Cooperative is headquartered in Syracuse, NY. Its Web site is
http://www.agway.com/


AIR CANADA: Monitor Seeks CCAA Stay Extension Until March 31
------------------------------------------------------------
Air Canada, which is restructuring under the Companies' Creditors
Arrangement Act, announced the Sixteenth Report of the Monitor
that an overview of the agreement between Air Canada and Lufthansa
has been completed by Ernst and Young Inc., and is available at
http://www.aircanada.com/

In this Report, the Monitor discusses Air Canada's views with
respect to the critical nature of the Lufthansa relationship and
the proposed Canada Germany Cooperation Agreement.

          Seventeenth Report of the Monitor Requesting
   an Extension to the Stay of Proceedings to March 31, 2004

The Seventeenth Report of the Monitor, a comprehensive update on
the substantial progress made in the airline's restructuring under
the Companies' Creditors Arrangement Act, has been completed by
Ernst and Young Inc., and is also available at
http://www.aircanada.com/

In the Report, the Monitor recommends that the Court grant an
extension of the stay period to March 31, 2004.

The report includes an update on the following:

     a) The equity solicitation process;
     b) The Amex Card Partner Agreement;
     c) Pension matters;
     d) The status of discussions with labour unions;
     e) Negotiations with aircraft lessors;
     f) The GE Capital Aviation Services comprehensive
        aircraft and financing agreement;
     g) Restructuring of other contractual commitments;
     h) Product distribution systems;
     i) Operating results;
     j) Cash flow projections to March 5, 2004;
     k) Estimated obligations of the Company arising subsequent to
        April 1, 2003;
     l) Operating agreement with Lufthansa;
     m) Claims process;
     n) Progress in the development of the restructuring plan;
     o) Ancillary proceedings under Section 304 of the US
        Bankruptcy Code; and
     p) Extension of the stay of proceedings.


AIR CANADA: Teamster Canada Wants Jazz Air to Pay Pension Plan
--------------------------------------------------------------
At the request of the Canada Council of Teamsters, Mr. Justice
Farley directs Jazz Air Inc. to make the required contributions
to the Teamsters BC Master Employees Pension Plan -- Air Line
Division from August 1, 2003 forward.

Teamsters Canada is the certified bargaining agent of all Jazz
Air flight attendants.  Teamsters Canada has 650 members actively
employed by Jazz Air across Canada.  An additional 550 members
employed by Jazz Air are currently on lay-off.

Don Davis, Director of Legal Resources for Teamsters Canada,
Local No. 31 in British Columbia, explains that, pursuant to the
collective agreement, Jazz Air is required to contribute an
amount equal to 6% of the gross earnings per employee on a
monthly basis to the Teamster BC Master Employment Pension Plan.
Mr. Davis says that the pension plan is a "multi employer pension
plan" and is considered to be a defined contribution plan.

Mr. Davis relates that, in February 2003, Jazz Air ceased making
its pension contributions as required by its collective agreement
with Teamsters Canada.  Grievances have been filed with respect
to that default and are outstanding.

Mr. Davis is responsible for negotiating and enforcing the terms
and conditions of employment for Teamsters Canada members
employed by Jazz Air in British Columbia.  The employment terms
and conditions for all Jazz Air flight attendants are contained
in the collective agreement.

In view of Jazz Air's restructuring, Teamsters Canada agreed to
numerous concessions, including significant wage reductions,
health and welfare reductions, concessions on working conditions
and vacation reductions, as part of the Court-sanctioned
negotiation supervised by Justice Winkler.  The parties'
Memorandum of Understanding reduced Jazz Air's contribution
requirements to 4% of the gross earnings per employee.  Jazz Air
agreed to commence pension contributions "effective the 1st of
the month following the date of ratification."  Teamster Canada
members ratified the MOU in June 2003.  Accordingly, Jazz Air's
contributions were due August 1, 2003.

Mr. Davis maintains that Jazz Air failed to make any pension
contributions despite the plain language of the MOU and the
parties' clear understanding and agreement that pension
contributions would recommence.  Mr. Davis contends that, since
the Teamster BC Master Employees Pension Plan -- Airline Division
is a "multi employer pension plan," Jazz Air's failure to make
the required contributions also affects Teamster Canada members
employed by other employers who participate in the plan.  Jazz
Air's default undercuts the parties' negotiations and compromises
the integrity of the pension plan. (Air Canada Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMCAST INDUSTRIAL: Nov. 30 Net Capital Deficit Stays at $41 Mil.
----------------------------------------------------------------
Amcast Industrial Corporation (OTCBB:AICO) reported financial
results for its fiscal 2004 first quarter ended November 30, 2003.

Fiscal first quarter sales of $112.9 million compared with $112.2
million in the prior year. Net income for the quarter was $1.0
million, or $0.11 per diluted share, versus a prior-year quarterly
net loss from continuing operations of $1.8 million, or $0.21 per
diluted share. Including the cumulative effect of an accounting
change and discontinued operations, the net loss for the prior-
year quarter was $53.7 million, or $6.16 per diluted share.

The flat quarterly sales comparison resulted from lower gravity-
cast aluminum components sales that largely offset growth in
plumbing products, automotive wheels and pistons for automotive
air conditioning compressors. Engineered Components sales fell by
almost 3% over the prior-year quarter. Flow Control sales grew by
10% in the first quarter versus last year.

Amcast's first quarter profit was due to continued strong
performance by wheel plants and by the Wapakoneta, Ohio aluminum
components plant. Profit growth came from higher sales in the Flow
Control segment and improved operations at the Richmond, Indiana
plant. Selling, general, and administrative expenses were lower
than the prior-year by $1.9 million. Continued cost controls
contributed about $1.0 million, and the other $0.9 million was
attributable to one-time nonrecurring items.

At November 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of close to $41 million.

Joseph R. Grewe, President and Chief Executive Officer, said,
"Management's emphasis on building manufacturing productivity and
controlling costs continued to produce operational improvements
during the quarter. Gross profit margin in the quarter of 11.7% of
sales improved from 9.9% in last year's fiscal first quarter.
Productivity grew by 14% measured by sales per full-time-
equivalent employee. Excluding the benefit of one-time items, SG&A
expenses in the quarter decreased by 10% compared with last year."

Byron O. Pond, Chairman, said, "We continued to control capital
spending and manage net operating assets in the quarter. Net
operating assets at the end of the quarter declined by $4.2
million, or more than 3%, versus the level at the beginning of the
quarter. Amcast held capital expenditures to 20% of depreciation
and made $2.1 million of debt payments in the quarter. Amcast has
a cash balance of $10.1 million; plus there is $6.0 million in
cash restricted for debt principal and interest payments."

Mr. Grewe concluded, "This is the third consecutive quarter with
positive net income and the eighth consecutive quarter of positive
operating income from our continuing operations. We are pleased
that our profit improvement initiatives are working. Going
forward, we will continue our focus on improving operations at the
gravity casting plants. We will also further employ the Amcast
Production System and other operating actions that have proved
successful at most plants to reduce scrap, improve quality,
control costs, and minimize capital spending."

Amcast Industrial Corporation is a leading manufacturer of
technology-intensive metal products. Its two business segments are
brand name Flow Control Products marketed through national
distribution channels and Engineered Components for original
equipment manufacturers. The company serves the automotive,
construction, and industrial sectors of the economy.


ANC RENTAL: Sues 60 Vendors to Recover $4 Million
-------------------------------------------------
The ANC Rental Debtors have sued 60 vendors to recover $3,905,259
paid during the 90-day period prior to the Petition Date.  The
Debtors say these payments were preferential and are Avoidable
Transfers pursuant to Section 550(a) of the Bankruptcy Code.  The
Debtors ask Judge Walrath to:

   -- direct the 60 Vendors to return the money, plus interest
      and costs; and

   -- pursuant to Section 502(d), disallow any claim of the
      Vendors against the Debtors until the Vendors pay in full
      the amount owed.

These Vendors are:

      Vendors                              Amount of Transfer
      -------                              ------------------
      Alliance Collision, Inc.                        $12,018
      Andersen Dent Company                            19,150
      Aon risk Services of Mexico, Inc.                16,610
      APR Construction Management                      37,242
      Archer Daniels Midland, Co.                      13,349
      Ascrete, Inc.                                    12,667
      Associated Electric of Sarasota, Inc.             7,505
      Associated Tire & Battery Co., Inc.              18,514
      ATS Auto Transport Service, Ltd.                  7,725
      Auction Transport, Inc.                          13,800
      Auffenberg Kirkwood Mitsubishi                    8,773
      E & Y Capital Advisors LLC                    1,673,303
      E Business Technology Partners, Inc.             40,748
      E Talk Corporation                               24,871
      Equant Network Services, Inc.                    18,610
      Executive Conference Inc.                         7,636
      Experts, Inc.                                    13,800
      First Stop Systems LLC                          183,745
      Forrester Research, Inc.                         26,375
      Fortune Mountain Summons Mgt                    195,145
      G & K Services, Inc.                              7,933
      H & H Body Shop & Towing, Inc.                   14,934
      ID Technologies                                  38,126
      Ilog, Inc.                                       12,062
      Image Data LLC                                   11,423
      Industrial Cleaning Equipment Co.                 7,760
      Integri-color                                    10,005
      Interactive Information Services, Inc.           22,414
      Interstate Collission & Service Center           10,561
      Iowa Paint Manufacturing Company                  7,839
      James Arnold Consultants Inc.                    22,069
      Ken Ashworth and Associates                      26,919
      Madsen Sapp Mena Rodriguez & Co.                 23,251
      Martha Dolan                                      8,000
      Matson Navigation Company, Inc.                  58,913
      Merrill Lynch Howard Johnson & Co.              220,235
      Microsoft Expedia Travel Service                326,611
      Protective Life Insurance Co. of Alabama         29,820
      Rada Advertising, Inc.                           19,919
      Re/Max International, Inc.                       28,000
      RI Heller and Company LLC                        69,344
      Richard Seitz                                    45,677
      Right Choice Fulfillment Services                17,552
      Robinson & Maites, Inc.                          14,938
      Ronald Book PA                                   13,333
      Ross Equipment Co., Inc.                         48,836
      Rubicon Group, Inc.                              25,932
      Servsource USA, Inc.                             15,859
      Sidley Austin Brown & Wood LLP                    7,877
      Skillsoft Incorporated                           23,175
      Slhnet Investments LC                            47,533
      Sunshine Drive Service Corp                      18,381
      Susan Watson                                     10,338
      The Destination Group Ltd.                       15,000
      The Luntz Research Companies, Inc.               20,000
      TRG, Inc.                                        24,180
      Trigen Cinergy Solutions                        119,420
      Wrods & Pictures Communications, Inc.             7,950
      Xcelerate Corp.                                   9,540
      Xpedite Systems, Inc.                            92,015
                                                  -----------
                                                   $3,905,259
(ANC Rental Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANVIL KNITWEAR: S&P Junks Rating over Poor Operating Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on textile
and apparel manufacturer Anvil Knitwear Inc. and parent Anvil
Holdings Inc. The corporate credit rating was lowered to 'CCC+'
from 'B-'. The outlook is negative.

Standard & Poor's views both Anvil Knitwear and Anvil Holdings on
a consolidated basis. The New York, N.Y.-based firms had about
$135.8 million of total debt and about $48 million of preferred
stock outstanding at Nov. 1, 2003.

"The rating actions reflect Anvil Knitwear's continued poor
operating performance and Standard & Poor's expectation of
materially weaker credit protection measures for fiscal 2003 and
beyond," said credit analyst Susan H. Ding. "The downgrade also
reflects the difficulty the company faces in refinancing its
revolving credit facility, maturing March 11, 2004."

Anvil Knitwear posted continued revenue declines for the nine
months ended Nov. 1, 2003. The company also suffered significant
margin compression and an operating loss due to higher yarn
prices, lower selling prices for basic T-shirts, a shift in
product mix toward lower margin goods, and higher operating costs
related to the consolidation of its textile operations.

Standard & Poor's is concerned that Anvil's financial performance
will continue to be pressured by challenging business conditions
in the intermediate term. Moreover, it is uncertain when credit
protection measures will recover. The rating actions further
reflect Standard & Poor's concerns about the company's ability to
refinance its credit facilities maturing in March 2004. Despite
the automatic renewal provision of the existing credit agreement,
Standard & Poor's believes that continued deterioration in
operating performance could hurt the company's ability to either
renew or refinance these facilities.

The ratings on Anvil reflect its leveraged financial profile,
participation in the highly competitive imprinted segment of the
active wear market, exposure to raw material price fluctuations,
the commodity-like nature of most of its products, and some
customer concentration risk. Somewhat offsetting these factors is
the low fashion risk of basic company items such as T-shirts,
sweatshirts, and knit sport shirts, as well as Anvil's niche
product offerings.


ARI NETWORK SERVICES: Peter H. Kamin Discloses 7.4% Equity Stake
----------------------------------------------------------------
Peter H. Kamin, the Peter H. Kamin Childrens Trust, the Peter H.
Kamin Profit Sharing Plan and the Peter H. Kamin Family Foundation
beneficially own, with sole voting and dispositive powers, shares
of common stock of ARI Network Services, Inc.:

                                           No. of Shares
                                           -------------
     Peter H. Kamin                           233,000
     Peter H. Kamin Chidrens Trust            126,000
     Peter H. Kamin Profit Sharing Plan        40,700
     Peter H. Kamin Family Foundation          13,000

The aggregate amount thus held is 420,700 shares of the common
stock of ARI Networks Services.  The amount held represents 7.4%
of the total outstanding common stock of the Company.

ARI Network Services, Inc.'s October 31, 2003 balance sheet shows
a working capital deficit of about $5 million and a total
shareholders' equity deficit of close to $8 million.

ARI Network Services, Inc. is a leading provider of electronic
catalog-enabled business solutions for sales, service and
life- cycle product support in the manufactured equipment market.


AURORA FOODS: Wants to Honor & Pay $24MM of Customer Obligations
----------------------------------------------------------------
Before the Petition Date, Eric M. Davis, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Wilmington, Delaware, relates, the
Aurora Foods Debtors offered incentives and promotional programs
designed to ensure customer satisfaction.  The customer programs
consist principally of trade promotions and, to a lesser extent,
consumer-based marketing efforts like coupons.  The most
significant Customer Programs are:

A. Trade promotions:  Trade promotion is customary in the food
   industry and is crucial to the support of the Debtors'
   businesses.  Payments for customer prepetition obligations
   relating to trade promotions are made in the form of checks.
   In addition, Customer Obligations include deductions taken by
   customers on current or future invoices, and discounted
   pricing structures.  Trade promotions are typically evidenced
   by short-term contracts that pertain to individual products
   for set periods of time, which in the majority of cases are
   never longer than three months in duration.  As of the
   Petition Date, the Debtors estimate that accrued Customer
   Obligations on account of trade promotions to be paid to
   customers are $2,500,000 and deductions to be taken by
   customers on invoices are $22,000,000.

B. Consumer coupons:  The Debtors also market their products
   directly to consumers by issuing coupons.  Coupons typically
   provide consumers immediate discounts on purchases of the
   Debtors' products, generate trial usage, and increase purchase
   frequency.  The Debtors' coupons are printed in advertising
   inserted in freestanding inserts in weekend newspapers, in-
   store circulars, or other delivery methods, or are available
   on the product on the supermarket shelf.

   Under a contract with the Debtors, Carolina Manufacturer's
   Service, Inc. processes submitted coupons and provides for
   appropriate reimbursements.  The Debtors must remit to CMS
   sufficient funds to cover the reimbursed amounts.  As of the
   Petition Date, the Debtors estimate that accrued coupon-
   related obligation are $3,000,000.

C. Consumer refunds:  The Debtors issue refunds to their
   consumers for allegedly defective or damaged products.
   Payment for the Customer Obligations relating to refunds takes
   the form of checks issued by the Debtors.  Most of these
   refund checks are in the $3 to $5 range, with a maximum of $50
   per check.  The Debtors typically issue between $600 and $700
   in refund checks each month.  As of the Petition Date, accrued
   Customer Obligations relating to consumer refunds are $1,000.

D. Account reconciliations: The Debtors have 800 customers, and
   generally sell products on credit, resulting in an account
   receivable.  In the ordinary course of business, receivables
   are generated which the Debtors are unable to collect, due to
   the customer's financial condition or disputes concerning the
   price of promotions, or quantity or quality of merchandise.
   In these cases, the Debtors may choose to settle the matter
   quickly for payment at less than the face amount of the
   receivable.  To increase the likelihood of collecting
   outstanding receivables, the Debtors believe, consistent with
   prior practice, that it will be necessary for them to provide
   discounts or otherwise settle the invoiced amounts to collect
   outstanding balances.  Although disputes typically arise in
   connection with less than 1% of all sales and therefore the
   invoice adjustments are insignificant in terms of dollars, the
   burden associated with seeking judicial relief in each
   instance would be very costly to the Debtors' estates.

   If the Debtors were required to provide notice and conduct a
   hearing with respect to each account reconciliation that the
   Debtors negotiated with their customers, the Debtors' estates
   would incur a significant cost.  Moreover, the attendant delay
   could jeopardize the Debtors' ability to act quickly and in
   the best interests of their estates.  Accordingly, the Debtors
   seek authority to compromise or settle debts due and owing to
   the Debtors in the ordinary course of business and in
   accordance with prepetition practices.

   The Debtors submit that the total amount to be paid to, or
   deducted by, customers and consumers on account of Customer
   Obligations is de minimis, compared with the losses that the
   Debtors could suffer if the patronage of their customers and
   consumers were to erode at the outset of these cases.

By this motion, the Debtors seek the Court's authority pay or
otherwise honor the Customer Obligations.  The Debtors further
request authority to reconcile accounts in the ordinary course of
business and in accordance with prepetition practices, for
amounts due and owing by their customers, without notice and a
hearing, notwithstanding the automatic stay provided under
Section 362 of the Bankruptcy Code.

The Debtors also request that all banks and other financial
institutions on which checks to third parties are drawn under
this request, be authorized and directed to receive, process,
honor, and pay any and all checks, whether issued or presented
before or after the Petition Date, and to rely on the
representations of the Debtors as to which checks are authorized
to be paid.

Lastly, the Debtors seek Court authorization to provide
replacement checks to their customers for checks on account of
the Customer Obligations that are outstanding as of the Petition
Date and dishonored.

Because of the highly competitive nature of the food industry,
Mr. Davis contends that honoring the Customer Obligations is
necessary to maintain sales volume, customer satisfaction, and
goodwill.  If they are not authorized to honor the Customer
Obligations, the Debtors' valuable business relationships with
their customers and consumers will be severely jeopardized, which
would result in a loss of revenue.  In addition, honoring the
Customer Obligations and authorizing the Debtors to compromise or
settle debts due and owing to the Debtors in the ordinary course
of business and in accordance with prepetition practices, are
essential to the continued vitality of the Debtors' businesses
and, ultimately, to their prospects for a successful
reorganization.  Any disruption and adverse publicity that would
result from the failure to satisfy the Customer Obligations would
threaten the Debtors' customer and consumer base and, ultimately,
the Debtors' ability to reorganize, maintain, and enhance the
value of their businesses for the benefit of all parties-in-
interest.

The proposed treatment of the Customer Programs is authorized
under the "doctrine of necessity" and Section 105(a) of the
Bankruptcy Code, Mr. Davis asserts.  Nothing will be deemed an
assumption or adoption of any policy, program, practice,
contract, or agreement, or otherwise affect the Debtors' rights
under Section 365 to assume or reject any executory contract or
unexpired lease. (Aurora Foods Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AVADO BRANDS: Interest Nonpayment Spurs S&P to Yank Ratings to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its subordinated notes
rating on casual dining restaurant operator Avado Brands Inc to
'D' from 'C'. The rating was simultaneously removed from
CreditWatch. The corporate credit rating on Avado was lowered to
'D' on Dec. 1, 2003.

"The downgrade is the result of the company's failure to remit the
Dec. 15, 2003, interest payment on the subordinated notes," said
Standard & Poor's credit analyst Diane Shand. Avado Brands had
$170.6 million of funded debt as of June 29, 2003. The company
received an extension for the filing of its third-quarter results.


AVITAR INC: Sells All Laboratory Subsidiary Assets for $1 Mill.
---------------------------------------------------------------
Avitar, Inc. (Amex: AVR) has completed the sale of substantially
all the assets of United States Drug Testing Laboratories, Inc.,
for a total purchase price of $1 million, $500,000 of which was
paid upon closing.

Payment of the balance of the purchase price will be required when
the Buyer achieves certain revenue targets.  The Buyer also
acquired the name of USDTL and has entered into a Service and
Consulting Agreement with Avitar. Sums earned by the Buyer under
the Service and Consulting Agreement will be applied toward
payment of the balance of the purchase price.

"The sale of our USDTL operation will create non-dilutive capital
for Avitar while at the same time provide, on an as-needed basis,
out-sourced services for our drug-testing business," Peter P.
Phildius, Chairman & CEO, said.  "This will further allow us to
focus on our core business of rapid oral fluid diagnostics."

Avitar, Inc. develops, manufactures and markets innovative and
proprietary products in the oral fluid diagnostic market, disease
and clinical testing market, and customized polyurethane
applications used in the wound dressing industry. Oral fluid
diagnostics includes the estimated $1.5 billion drugs-of-abuse
testing market, which encompasses the corporate workplace and
criminal justice markets.  Avitar's products include
ORALscreen(TM), the world's first non-invasive, rapid, onsite oral
fluid test for drugs-of-abuse, and HAIRscreen(TM), a laboratory-
based hair test for detecting long-term drug abuse.  Additionally,
Avitar manufactures and markets HYDRASORB(TM), an absorbent
topical dressing for moderate to heavy exudating wounds.  In the
estimated $25 billion in vitro diagnostics market, Avitar is
developing diagnostic strategies for disease and clinical testing.
Some examples include influenza, diabetes and pregnancy.  For more
information, see Avitar's Web site at http://www.avitarinc.com/

Avitar, Inc.'s June 30, 2003 balance sheet shows a working capital
deficit of about $2.4 million, and a total shareholders' equity
deficit of about $1.4 million.


AXCESS INC: Completes Financial Restructuring Initiatives
---------------------------------------------------------
AXCESS International Inc. (OTC Bulletin Board: AXSI), an RFID and
digital video solutions provider to the security industry,
announced the completion of a financial restructuring plan
designed to significantly reduce the amount of debt and preferred
stock on the Company's balance sheet.

The result will be a reduction in the cost of financing the
business reflected through lower interest and dividend payments,
and improving financial performance per share. The Company
believes the healthier balance sheet will make it more attractive
to public investors and industry strategic partners.

One of the most significant improvements reported was the
reduction of total corporate debt by over 50% from approximately
$12 million to under $6 million. An outstanding note in default of
$4 million was rescheduled to a 5-year term. Also, as a result of
some of the Company's financing activities the balance sheet
contained a large amount of preferred stock in multiple classes.
This change will convert approximately $4 million (55%) of the
preferred stock to common stock. As a result of the restructuring,
the Company will issue 3.9 million shares of common stock and
approximately 2.7 million warrants.

"The plan took about six months to implement, and our ability to
get it done was a direct reflection of broad support from our
preferred equity and debt holders," commented Allan Frank, Vice
President & CFO of AXCESS. "This gives us a better opportunity to
show the real value of the Company as reflected in our core
technology, our market space, and our strategic partner sales
channels. Combined with a retrenchment in early 2003 which
dramatically reduced our operating expenses as well as two
successful financings, we feel the Company is very well positioned
for growth in 2004."

More information on the Company is available from the Company's
Web site at http://www.axsi.com/

AXCESS Inc. (OTC Bulletin Board: AXSI), headquartered in greater
Dallas, Texas, provides intelligent electronic security
surveillance systems that locate, identify, track, monitor, count,
and protect people, assets, and vehicles. The network-based
systems reduce loss, liability, and security system costs, while
boosting effectiveness and extending system coverage. AXCESS
utilizes two patented and integrated technologies: battery-powered
wireless tagging (commonly referred to as Active-Radio Frequency
Identification or RFID) and network-based, streaming digital video
(or CCTV). A particular focus is on automatic incident detection,
recording, and notification. The main applications are network-
based security video recording and surveillance, automatic
personnel and vehicle access control, and automatic electronic
asset surveillance, management and protection. AXCESS is a
VennWorks LLC partner company. More information is available at
http://www.axsi.com/


BELL CANADA INT'L: Will Voluntarily Delist Shares From NASDAQ
-------------------------------------------------------------
Bell Canada International Inc. will voluntarily delist its common
shares from the NASDAQ National Market and deregister its common
shares in the United States.

The delisting from NASDAQ will take effect at the close of trading
on December 31, 2003.  The de-listing from NASDAQ will not affect
the listing of BCI's common shares on The Toronto Stock Exchange,
where public trading in the company's shares will continue.

In conjunction with the de-listing, BCI will apply to the United
States Securities and Exchange Commission for the termination of
the registration of BCI's common shares with the SEC and the
suspension of all reporting obligations in the United States.  BCI
will remain a Canadian reporting issuer and all relevant documents
will continue to be available through the company's Web site --
http://www.bci.ca/-- and through SEDAR -- http://www.sedar.com/

BCI's decision to de-list from NASDAQ and de-register from the
SEC reflects the decline in the trading volume of BCI's shares on
NASDAQ and the company's effort to reduce costs in order to
maximize net proceeds that would be available for distribution to
its shareholders under BCI's Plan of Arrangement.

BCI is operating under a court supervised Plan of Arrangement,
pursuant to which BCI intends to monetize its assets in an orderly
fashion and resolve outstanding claims against it in an
expeditious manner with the ultimate objective of distributing the
net proceeds to its shareholder and dissolving the company.  BCI
is listed on the Toronto Stock Exchange under the symbol BI and
until December 31, 2003 on the NASDAQ National Market under the
symbol BCICF.  Visit the company's Web site at http://www.bci.ca/


BIG CITY RADIO: Will File for Dissolution with Del. Sec. of State
-----------------------------------------------------------------
Big City Radio, Inc. (AMEX: YFM) plans to file a certificate of
dissolution with the Delaware Secretary of State as of the close
of business on December 23, 2003, in accordance with its
previously announced plan of complete liquidation and dissolution.

Big City Radio intends to delist its Class A common stock from the
American Stock Exchange and to close its stock transfer books and
discontinue recording transfers of its common stock as of the
close of business on the date on which Big City Radio files the
certificate of dissolution with the Delaware Secretary of State.
After this final record date, there will be no further trading of
the Class A common stock on the American Stock Exchange and Big
City Radio will not record any further transfers of its common
stock on the books of Big City Radio except by will, intestate
succession, or operation of law. Therefore, shares of Big City
Radio common stock will not be freely transferable nor issuable
upon exercise of outstanding options. All distributions from Big
City Radio, if any, after the final record date will be made to
Big City Radio's stockholders pro rata according to their
respective holdings of common stock as of the final record date.

As soon as possible after the final record date, Big City Radio
intends to cease filing reports with the SEC under the Securities
Exchange Act of 1934 as permitted by SEC rules.

As of the date of this release, Big City Radio cannot predict with
certainty the amount, if any, it may have available for
distribution to its stockholders. The amount available for
distribution depends on several factors, some of which are beyond
Big City Radio's control. A description of the plan and
information about related matters is set forth in an information
statement that was filed with the SEC and mailed to stockholders
on December 3, 2003.


BUCKEYE TECHNOLOGIES: Expects to Incur Loss for December Quarter
----------------------------------------------------------------
Buckeye Technologies Inc., (NYSE:BKI) expects to incur a loss of
27-30 cents per share for the quarter ending December 31, 2003.

The Company anticipates the October-December quarter will be
negatively impacted 16-19 cents per share by the following
factors:

-- Lenzing Fibers, a specialty cellulose customer which owes
   Buckeye $3.7 million, has recently filed for Chapter 11
   reorganization bankruptcy. The Company is uncertain of the
   amount it will be able to recover and is establishing a reserve
   that will negatively impact earnings by six cents per share.

-- During the quarter, the Company incurred high manufacturing
   costs and reduced production at both its Foley, Florida wood
   pulp mill and its Memphis, Tennessee cotton cellulose facility.
   The poor operations traced to maintenance work accomplished in
   early October at each location. The Foley plant had difficulty
   reestablishing stable operations following the maintenance
   shutdown, and the Memphis plant was impacted by the startup of
   new equipment and processes associated with the production of
   paper grade products previously produced at the recently closed
   Lumberton cotton cellulose plant. Although both plants have now
   returned to normal operations, the reliability issues will
   reduce October-December earnings by approximately four to five
   cents per share.

-- A one-time retroactive payment as a part of the Foley labor
   agreement signed in October will reduce earnings by two cents
   per share.

-- Seasonally weak nonwovens sales will reduce earnings by two to
   three cents per share.

-- The impact of the strong Canadian dollar and Euro on the
   results at our Canadian and Glueckstadt, Germany facilities are
   expected to reduce earnings by two to three cents per share.

In addition to the operating items listed above, the Company
expects to incur previously reported refinancing and restructuring
charges which will further reduce earnings by about 11 cents per
share.

Sales for the quarter ending December 31, 2003 are expected to be
at or above the levels achieved in both the year ago quarter and
the immediately preceding quarter ended September 30, 2003.

Buckeye Chairman David B. Ferraro commented, "Although the high
costs we have recently experienced are very disappointing, they
are related to special situations and one-time events in the
current quarter. The combination of sales increases and cost
reductions now being implemented gives us confidence we will be
profitable in the January-March quarter."

Buckeye, which plans to announce its earnings for the quarter on
January 21, 2004, has scheduled a conference call at 10:30 a.m.
EST, Wednesday, December 17, 2003 to further discuss these issues.
All interested parties are invited to join the call by dialing
800-888-5452 (U.S.) or 719-867-0660 (International).

Buckeye (S&P, BB- Corporate Credit Rating, Stable Outlook), a
leading manufacturer and marketer of specialty cellulose and
absorbent products, is headquartered in Memphis, Tennessee, USA.
The Company currently operates facilities in the United States,
Germany, Canada, Ireland and Brazil. Its products are sold
worldwide to makers of consumer and industrial goods.


BUDGET GROUP: Files Liquidation Plan and Disclosure Statement
-------------------------------------------------------------
The Budget Group Debtors delivered their Plan of Liquidation and
Disclosure Statement to the Court on December 5, 2003.  Pursuant
to the Liquidating Plan, the Debtors' assets will be distributed
to holders of Allowed Claims in accordance with the priority
scheme established by the Bankruptcy Code.

According to Robert Aprati, Executive Vice President, General
Counsel and Secretary of the BRAC Group, Inc., the Plan provides
for separate cash distributions to the Allowed Claims Interests
holders in:

   (1) BRAC Rent-A-Car International, Inc.; and

   (2) Budget Group, Inc. and each of the other Debtors other
       than BRACII.

Mr. Aprati relates that substantially all of the Debtors' assets
were already sold, leaving the sales proceeds, other than the de
minimis assets and contingent recoveries through avoidance
actions and litigations, as the only remaining assets of the
Debtors.  The Plan reflects an allocation of value of the
Debtors' assets between the U.S. Debtor Group and BRACII,
consistent with the Allocation Settlement Agreement.  In
addition, the Plan contemplates the liquidation of the Debtors'
remaining unliquidated assets, including possible avoidance
actions and the Sixt Litigation.

Under the Plan, on the Effective Date or as soon thereafter as
practicable:

   (1) the members of the board of directors of each of the BGI
       subsidiary will be deemed to have resigned;

   (2) each of the BGI Subsidiary Debtors will be merged with and
       into BGI; and

   (3) the Chapter 11 cases of the BGI Subsidiary Debtors will be
       closed, following which any and all proceedings that could
       be brought or otherwise commenced in any BGI Subsidiary
       Debtor's or Reorganized BGI's Chapter 11 Case.

Mr. Aprati clarifies that BGI and BRACII will continue to exist
as Reorganized BGI and Reorganized BRACII after the Effective
Date in accordance with the laws of the State of Delaware.  As
soon as practicable after the Final Distribution Date, the Plan
Administrator or the UK Officeholder, as applicable, will:

   (i) effectuate the dissolution of the Reorganized BGI and
       Reorganized BRACII; and

  (ii) cause the resignation of the officers and directors of
       the Reorganized BGI and Reorganized BRACII.

The Plan provides that prior to the Effective Date, Reorganized
BRACII will fund the BRACII Administrative Claims Reserve and on
the Effective Date, all BRACII assets other than cash in the
BRACII Administrative Reserve will vest with the UK Administrator
for distribution in accordance with the BRACII CVA.  Pursuant to
the Plan, holders of Allowed Administrative Claims, Allowed
Priority Tax Claims and Allowed Priority Non-Tax claims against
BRACCI, which, in each case, are not UK Administration Claims,
will receive their distributions from the BRACII Administrative
Claims Reserve.  The Plan provides that all other holder of
claims against BRACII will receive their distributions from the
Vested Assets as and when provided in the BRACII CVA.

                   Substantive Consolidation
                   of the U.S. Debtor Group

The Plan provides for the substantive consolidation of the U.S.
Debtor Group, which does not include BRACII, for the purposes of
all actions associated with confirmation and consummation of the
Plan.  On the Confirmation Date or other date as may be set by
the Bankruptcy Court, but subject to the occurrence of the
Effective Date:

   (1) all U.S. Debtor Group Intercompany Claims, by, between and
       among the U.S. Debtor Group will be eliminated;

   (2) all assets and liabilities of the BGI Subsidiary Debtors
       will be merged or treated as if they were merged with the
       assets and liabilities of BGI;

   (3) any obligation of a Debtor in the U.S. Debtor Group and
       all guarantees thereof by one or more of the other Debtors
       in the U.S. Debtor Group will be deemed to be on
       obligation of BGI;

   (4) the Subsidiary Interests will be cancelled; and

   (5) each Claim filed or to be filed against any Debtor in the
       U.S. Debtor Group will be deemed filed only against BGI
       and will be deemed a single Claim against and a single
       obligation of BGI.

On the Confirmation Date, all Claims based on guarantees of
collection, payment or performance made by the Debtors in the
U.S. Debtor Group as to the obligations of another Debtor in the
U.S. Debtor Group will be released and of no further force and
effect.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, explains that there is substantial
identity, extensive interrelationship, and interdependence
between and among the U.S. Debtor Group.  The connections
include, but are not limited to:

   (1) the members of the board of directors and the officers for
       BGI and each of its direct and indirect subsidiaries
       within the U.S. Debtor Group have significant overlap;

   (2) the Debtors operated a "shared services" center through
       which the majority of the U.S. Debtor Group's
       administrative services were combined;

   (3) the Debtors prepared and disseminated consolidated
       financial reports to the public, including customers,
       suppliers, landlords, lenders, credit rating agencies and
       stockholders;

   (4) the Debtors file consolidated federal tax returns; and

   (5) the Debtors utilize a centralized cash management system.

The proposed substantive consolidation of the U.S. Debtor Group
will enable the Debtors to, among other things, effectuate
equitable distributions to creditors, avoid the calculation,
resolution and classification of intercompany claims and reduce
the administrative burden of tabulating separate votes with
respect to each of the Debtors in the U.S. Debtor Group.

Mr. Brady contends that substantive consolidation will expedite
the conclusion of the Chapter 11 Cases.  Absent substantive
consolidation, the U.S. Debtors would be required to attempt to
disentangle their assets and liabilities and litigate the
validity and priority of their Intercompany Claims.  The
reconciliation and resolution of the Intercompany Claims that
would be required by the disentanglement likely would be costly
and could significantly delay the conclusion of the Chapter 11
cases.

The standards for substantive consolidation likewise require that
BRACII not be substantively consolidated with the U.S. Debtor
Group.  The Debtors maintained detailed intercompany claims and
accounts between BRACII and the U.S. Debtor Group, and the
separate operating results for the international segment were
publicly reported by the Debtors.  The officers and directors of
BRACII were significantly different than those of the U.S. Debtor
Group.  BRACII typically entered into contracts and franchise
arrangement in its own name, and its right to franchise the
Budget trademark arose from an arrangement between Budget Rent a
Car Corporation, a member of the U.S. Debtor Group, and BRACII.
Furthermore, the Debtors believe that it is particularly
appropriate to treat BRACII's estate separately in light of the
parallel administration proceedings in England to which only
BRACII is a party.  Hence, substantive consolidation of the
Claims against BRACII with the Claims against the various members
of the U.S. Debtor Group would not be appropriate or necessary.

A free copy of the Debtors' Chapter 11 Plan is available at:

         http://bankrupt.com/misc/BudgetChapter11Plan.pdf/

A free copy of the Debtors' Disclosure Statement is available at:

     http://bankrupt.com/misc/BudgetDisclosureStatement.pdf/
(Budget Group Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CADIZ INC: Completes Refinancing and Sale of Agricultural Unit
--------------------------------------------------------------
Cadiz Inc. (OTCBB:CLCI) announced the completion of several
transactions including a comprehensive refinancing of the Company
and the divestiture of its agricultural operations. As a result,
Cadiz is now well positioned to continue the development of its
land and water related assets.

                          Refinancing

The major components of the refinancing include:

-- A three-year extension of the maturity date on the Company's
   $35 million debt facility;

-- Equity placements totaling $10.8 million;

-- The conversion of all of the Company's pre-existing convertible
   preferred stock into shares of common stock;

-- Completion of a binding agreement to divest the Company's
   agricultural subsidiary, Sun World International, Inc., and the
   associated debt of approximately $115 million; and

-- A reverse stock split of its common shares in the ratio of 1
   for 25.

The details of each of these transactions are as follows:

                    Extension of Debt Facility

Cadiz is pleased to report that it has completed arrangements for
up to a three-year extension of its senior debt facility with ING
Capital, LLC. As of September 30, 2003, the Company owed
$35,000,000 to ING under this facility. Interest has been paid
through that date and pursuant to the agreement the Company has
further deposited with ING an amount sufficient to allow for
interest payments through March 2005. The Company is entitled to
further extensions of the maturity date through September 30,
2006, conditional upon additional prepayments of interest. In
consideration for this arrangement the Company has issued to ING
100,000 shares of Series F Convertible Preferred Stock. This stock
is convertible into 1,728,955 shares of common stock, in whole or
part, at any time. In addition, this preferred stock gives ING the
right to appoint two directors to the Cadiz Board of Directors.

                       Equity Placements

In connection with this refinancing Cadiz raised $2,200,000 in a
June 2003 offering of common stock, as previously reported, and
then in early December 2003 raised an additional $8,600,000 from
institutional investors through the issuance of 3,440,000 shares
of common stock at $2.50 per share.

           Exchange of Preferred Stock for Common Stock

Cadiz has also completed the conversion of all of its pre-existing
Series D, E-1 and E-2 convertible preferred stock into an
aggregate of 400,000 shares of common stock. The Company had
$12,500,000 in principal amount of preferred stock outstanding
immediately prior to conversion.

               Sun World Bankruptcy Reorganization

As previously disclosed, in January 2003 Sun World filed for
protection under Chapter 11 in order to access its annual working
capital revolving credit facility. Having obtained this facility,
Sun World continued to operate its seasonal harvest activities as
normal. Sun World had approximately $115,000,000 in First Mortgage
Notes outstanding. These notes were guaranteed by Cadiz.

Since January 2003, Cadiz and other constituent interests at Sun
World have continued discussions toward the filing of a Plan of
Reorganization for Sun World. In this regard Cadiz is pleased to
announce that it has completed a binding agreement with the
holders of a majority of Sun World's First Mortgage Notes (the
"Bondholders"). The Agreement provides for the equity in Sun World
currently owned by Cadiz together with an unsecured claim due to
Cadiz from Sun World of $13,500,000 to be transferred to a trust
controlled by the Bondholders. Under the terms of this transfer,
the Bondholders have agreed to release Cadiz from any obligations
pursuant to the guaranty. This Agreement was approved by the
United States Bankruptcy Court in Riverside, California on
November 7, 2003 and is now binding upon Cadiz and the
Bondholders.

                         Reverse Split

Following a vote by stockholders in August 2003, Cadiz has also
completed, effective December 16, 2003, a reverse stock split in
the ratio of 1 for 25. All share amounts and values noted in this
press release are post-split.

                         Capitalization

Including all transactions listed above, Cadiz now has 6,375,491
shares of common stock outstanding and has reserved for issuance
an additional 2,797,191 shares (which includes all shares reserved
for issuance to ING upon conversion of its preferred stock),
resulting in a fully diluted amount outstanding of 9,012,682
shares.

                       Ongoing Operations

One of the objectives of the refinancing has been to retain
ownership of all the assets that relate to the Cadiz Groundwater
Storage and Dry-Year Supply Program.

Originally structured as a partnership with Metropolitan Water
District of Southern California, the Program is an innovative
water resource storage and supply program located in eastern San
Bernardino County, California. The Company owns more than 35,000
acres in and surrounding the Program area. In August 2002,
following five years of environmental and technical analysis, the
U.S. Department of the Interior issued an endorsement of the
Program in its Record of Decision, including specific Terms and
Conditions for a right-of-way grant for the Program's conveyance
pipeline. In October 2002, Metropolitan's Board of Directors
declined these Terms and Conditions and chose not to proceed with
implementation of the Program.

Given California's continued need for water storage and dry-year
supply alternatives, the Company remains committed to the Program
and is exploring all opportunities related thereto.

Founded in 1983, Cadiz Inc. is a publicly held water resource
management firm. The Company owns significant landholdings with
substantial water resources throughout California. Further
information on the Company can be obtained by visiting its
corporate Web site at http://www.cadizinc.com/


CADIZ INC: Delays Reverse Stock Split Trading Adjustment
--------------------------------------------------------
As previously announced, on December 15, 2003, Cadiz Inc.
(OTC:CLCI) effectuated a 1 for 25 reverse stock split with the
filing in Delaware of an amendment to its Certificate of
Incorporation. However the Company's stock is continuing to trade
on a pre-split basis pending NASDAQ announcement of the date of
effectiveness of the reverse split for trading purposes.

The Company anticipates such an announcement later this week.

Founded in 1983, Cadiz Inc. is a publicly held water resource
management firm. The Company owns significant landholdings with
substantial water resources throughout California. Further
information on the Company can be obtained by visiting its
corporate Web site at http://www.cadizinc.com/


CASCADES: Unit Acquires All Cascades Boxboard Preferred Shares
--------------------------------------------------------------
Cascades Inc. (Symbol: CAS-TSX) announced that 9135-2591 Quebec
Inc., a wholly owned subsidiary of Cascades, purchased all of the
outstanding Class A Preferred Shares of Cascades Boxboard Group
Inc., a wholly-owned subsidiary of Cascades, for $25 million in
cash.

Cascades Inc., (S&P, BB+, LT Corporate Credit Rating) is a leader
in the manufacturing of packaging products, tissue paper and
specialized fine papers. Internationally, Cascades employs 14,000
people and operates close to 150 modern and versatile operating
units located in Canada, the United States, France, England,
Germany and Sweden. Cascades recycles more than two million tons
of paper and board annually, supplying the majority of its fiber
requirements.


CATELLUS DEV'T: Leases 1-Mil. S.F. in Two So. Calif. Buildings
--------------------------------------------------------------
Catellus Development Corporation (NYSE: CDX) has executed two
leases totaling over one million square feet in two industrial
warehouse facilities located at two of its business parks in San
Bernardino County, in Southern California.

TSA Stores, Inc., a wholly owned subsidiary of The Sports
Authority, Inc., the largest sporting goods retailer in the
country, signed a 123-month lease for a 616,500 square foot
speculative development building, scheduled for completion in
March 2004, at Kaiser Commerce Center.  TSA will take occupancy in
April 2004.  Including the building leased to TSA Stores, Inc.,
Catellus has leased or sold approximately 3.7 million square feet
of recently developed distribution/warehouse space at Kaiser
Commerce Center in the past 30 months.

Toto USA, Inc., a wholly owned subsidiary of Toto Ltd., the
largest toilet manufacturer in the world, signed a 62-month lease
for an existing 406,000 square foot building located at nearby
Ontario Pacific Distribution Center.

The lease commenced November 1, 2003.  Ontario Pacific
Distribution Center consists of 1.3 million square feet in four
fully leased buildings developed by Catellus.

Both the 588-acre Kaiser Commerce Center, a former steel mill site
acquired by a wholly owned subsidiary of Catellus in June 2000,
and Ontario Pacific Distribution Center are located in Southern
California's Inland Empire, near the Ontario International Airport
and adjacent to the intersection of Interstates 10 and 15, a
location considered to be the center of the most sophisticated
transportation network in the western United States. Catellus owns
and manages approximately 8.7 million square feet of 100 percent
leased industrial property in the Inland Empire, most of which it
developed.

Catellus Development Corporation (S&P, BB Corporate Credit Rating,
Positive) is a publicly traded real estate development company
that owns and operates approximately 38.2 million square feet of
predominantly industrial property in many of the country's major
distribution centers and transportation corridors.  The company's
principal objective is sustainable, long-term growth in earnings,
which it seeks to achieve by applying its strategic resources:  a
lower-risk/higher-return rental portfolio, a focus on expanding
that portfolio through development, and the deployment of its
proven land development skills to select opportunities where it
can generate profits to recycle back into its business.  More
information on the company is available at
http://www.catellus.com/


CEDAR BRAKES I: S&P Ratchets $310M Debt Rating Down a Notch
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Cedar
Brakes I LLC's $310.6 million senior secured bonds to 'B-' from
'B'. The outlook is negative.

The rating action follows the downgrade of El Paso Corp. to 'B'
from 'B+' and the related downgrade of the senior unsecured rating
to 'B-' from 'B'.

Cedar Brakes I obtains electricity from El Paso Merchant Energy
L.P. under power purchase agreements, which is then sold to Public
Service Electric & Gas Co. (PSE&G; BBB/Stable/A-2). The
obligations of EPM under the PPAs are guaranteed by El Paso.

The rating on Cedar Brakes I is therefore constrained by the
minimum of the senior unsecured rating on either El Paso as the
mirror PPA guarantor or PSE&G (which has a 'BBB-' implied senior
unsecured rating) as the offtaker.

"The rating action on Cedar Brakes I is solely a function of the
El Paso rating action. There have been no other events that have
changed our opinion on the structure, which has operated as
designed in the transaction documents," said Standard & Poor's
credit analyst Michael Messer.

Standard & Poor's also said that the negative outlook reflects
that of El Paso as the mirror PPA guarantor.

The rating on El Paso could further decline if management falls
short on its operational plans or weaknesses in operating cash
flow from core businesses persist. Unexpected write-downs of
either El Paso's equity or exploration and production reserves
could also negatively impact future ratings.


CEDAR BRAKES: El Paso Downgrade Spurs S&P's Rating Cut on Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Cedar
Brakes II LLC's $431.4 million senior secured bonds to 'B-' from
'B'. The outlook is negative.

The rating action follows the downgrade of El Paso Corp. to 'B'
from 'B+' and the related downgrade of the senior unsecured rating
to 'B-' from 'B'.

Cedar Brakes II obtains electricity from El Paso Merchant Energy
L.P., under power purchase agreements, that is then sold to Public
Service Electric & Gas Co. (PSE&G; BBB/Stable/A-2). The
obligations of EPM under the PPAs are guaranteed by El Paso.

The rating on Cedar Brakes II is therefore constrained by the
minimum of the senior unsecured rating on either El Paso as the
mirror purchased power agreement guarantor or PSE&G (which has a
'BBB-' implied senior unsecured rating) as the offtaker.

"The rating action on Cedar Brakes II is solely a function of the
El Paso rating action. There have been no other events that have
changed our opinion on the structure, which has operated as
designed in the transaction documents," said Standard & Poor's
credit analyst Michael Messer.

Standard & Poor's also said that the negative outlook reflects
that of El Paso as the mirror PPA guarantor.

The rating on El Paso could further decline if management falls
short on its operational plans or if weaknesses in operating cash
flow from core businesses persist. Unexpected write-downs of
either El Paso's equity or exploration and production reserves
could also negatively impact future ratings.


CELL-LOC: Grants Incentive Stock Options to Directors & Officers
----------------------------------------------------------------
Cell-Loc Location Technologies Inc. (TSX-V: LTI) reported the
grant of incentive stock options to certain officers, directors
and employees of the Company, to purchase a total of 840,000
common shares at a price of $0.24 per share, based on the closing
price of the stock on Friday, December 12, 2003.

All of the options granted on December 12, 2003, vest over two
years; one third of the options shall be vested immediately, one
third on the one-year anniversary of the grant date and the
remaining one third on the two-year anniversary of the grant date.
Vested options can be exercised at any time during the five-year
period following the grant date. These options are granted under
the Company's stock option plan approved by shareholders on
December 1, 2003.

Cell Loc Inc. -- http://www.cell-loc.com/-- a leader in the
wireless location industry, is the developer of Cellocate(TM), a
family of network-based wireless location products that enable
location-based services. Located in Calgary, Alberta, Cell-Loc
currently develops, markets and supports its patented wireless
location technology in Asia as well as North and South America,
with a view to expanding globally. Cell-Loc is listed on the TSX
Venture Exchange under the trading symbol: "LTI."

The company's September 30, 2003, balance sheet reports a working
capital deficit of about $1.5 million.


CHAMPIONSHIP AUTO: Cancels Dec. 19 Special Shareholders' Meeting
----------------------------------------------------------------
Championship Auto Racing Teams, Inc. (OTC Bulletin Board: CPNT.OB)
has cancelled the special meeting of its stockholders that was
scheduled to be held tomorrow.

The special meeting had been called to allow Championship's
stockholders to vote on a proposal to adopt the Agreement and Plan
of Merger among Open Wheel Racing Series LLC, Open Wheel
Acquisition Corporation and Championship. However, as announced
today, Championship has entered into an Asset Purchase Agreement,
pursuant to which, among other things, the Merger Agreement has
been terminated by the mutual written consent of Open Wheel,
Acquisition Corp., and Championship.

As a result, Championship has cancelled the special meeting
of its stockholders.  It was reported previously that
representatives of Open Wheel had advised Championship it did not
believe that certain conditions to close the Merger Agreement were
going to be met and, therefore, the merger would not be completed.
Championship considered Open Wheel's position and believes that
the closing condition requiring the absence of a material adverse
effect could not be satisfied because of a decrease in the number
of teams planning on participating in the 2004 season.

Championship Auto Racing Teams, Inc. (OTC Bulletin Board: CPNT.OB)
owns, operates and markets the Bridgestone Presents The Champ Car
World Series Powered by Ford. Veteran racing teams such as
Newman/Haas Racing, Player's/Forsythe Racing, Team Rahal, Patrick
Racing and Walker Racing competed with many new teams this year in
pursuit of the Vanderbilt Cup.  CART Champ Cars are thoroughbred
racing machines that reach speeds in excess of 200 miles per hour,
showcasing the technical expertise of manufacturers such as Ford
Motor Company, Lola Cars, Walker Racing LLC, (Reynard) and
Bridgestone/Firestone North American Tire, LLC.  The 18-race 2003
Bridgestone Presents The Champ Car World Series Powered by Ford
was broadcast by television partners CBS and SPEED Channel. CART
also owns and operates its top development series, the Toyota
Atlantic Championship.  Learn more about CART's open-wheel racing
series at http://www.champcarworldseries.com/

                           *    *    *

On November 11, 2003, in response to a request by the management
of Championship Auto Racing Teams Inc., that Deloitte & Touche
LLP, the Company's independent auditor, reissue its report on the
Company's financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, and in
connection with the filing by the Company of a proxy statement on
November 13, 2003 relating to the pending transaction with Open
Wheel Racing Series LLC, Deloitte & Touche informed management
that its report on the Company's financial statements as of
December 31, 2002 and 2001, and for each of the three years in the
period ended December 31, 2002 would include an explanatory
paragraph indicating that developments during the nine-month
period ended September 30, 2003 raise substantial doubt about the
Company's ability to continue as a going concern.


CHIQUITA: Provides Turnaround and Transformation Plan Overview
--------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) updated Tuesday
analysts and investors on the company's progress against its 2002
action plan and provided a new strategic roadmap for the next four
years.

Cyrus Freidheim, chairman and chief executive officer, said the
company's turnaround was nearing completion. Freidheim declared
that the company was now beginning its transformation, in which
growth and organizational excellence would become the focus.

"Chiquita has delivered on the major commitments we made to our
shareholders in September of last year, thanks to the teamwork and
dedication displayed at every level in the company," Freidheim
said. "We improved the performance of our core fresh produce
business; sold many non-core assets, including our vegetable
canning business; exceeded our 2003 cost reduction targets;
strengthened our balance sheet; and increased our share in Europe
and Japan."

Freidheim continued: "Looking forward, we have begun to transform
the company by diversifying our earnings stream through Fresh Cut
Fruit and other new businesses by taking advantage of one of the
world's most respected -- and underleveraged -- brands; building a
team for the future and creating an innovation-based culture; and
improving shareholder value by further strengthening the balance
sheet and redeploying invested capital with a goal of achieving 15
percent average net income growth over the next four years."

Chiquita outlined a four-step strategy for 2004-2007: strengthen
the core business; transform the portfolio; achieve organizational
excellence; and improve shareholder value.

                    Strengthen the core business

"To strengthen the core banana business, we must continue to cut
costs and improve productivity," said Bob Kistinger, president and
chief operating officer of Chiquita Fresh Group. "We must also
improve profitability in North America, which despite impressive
strides, remains a challenge. We will do so by cutting costs,
exploring ways to reduce invested capital, and by innovation,
including new products, packaging, marketing, channels and
distribution.

"In Europe, which is our biggest market and where the Chiquita
brand commands a price premium, we are preparing for the
enlargement of the European Union in 2004 and the transition to a
tariff-only market by 2006," Kistinger said. He also noted that
the company plans to double its banana volume sold in Asia by
2007.

                     Transform the portfolio

"We intend to transform our business portfolio over the next four
years by leveraging the power of the Chiquita brand and focusing
on consumer-driven, fruit-based products with operating margins of
10 percent," said Jill Albrinck, senior vice president of strategy
and new business. "Our goal is to have 30 percent of our revenues
from new, higher-margin businesses by 2007." Chiquita will use a
disciplined process and strict criteria to decide what those
businesses should be. "Most of our new businesses will focus on
fruit products that are value-added, or require some degree of
processing, since these products generally have higher margin
potential," Albrinck said. "Our first new business -- Chiquita
Fresh Cut Fruit -- launched in November, and consumer feedback has
been outstanding."

                 Achieve organizational excellence

The company's third commitment is to achieve the kind of
organizational excellence that makes transformation possible.
"First and foremost, that means building the right team for the
future by adding the necessary brand, consumer and operational
skills at every level of the company, including the top,"
Freidheim said. "We must create a culture that pursues and rewards
innovation. It also means upgrading basic infrastructure, like
systems, that help world-class organizations achieve outstanding
results."

                    Improve shareholder value

"Improving shareholder value is a product of executing well on the
new strategy," said James Riley, senior vice president and chief
financial officer. "It's also a function of the right capital
structure, which is why one of our goals is to achieve investment-
grade financial performance by 2005." Riley noted that the company
would complete a new, more flexible bank facility by June 2004 and
look to opportunistically redeem or refinance its 10.56 percent
senior notes.

On the issue of dividends, the company said it would stick to the
timetable set forth last year and consider paying dividends or
repurchasing stock for 2005. "As the company has achieved some of
its goals ahead of schedule, investors have asked -- and we
carefully considered -- the issue of paying a dividend or buying
back stock.

"It's clear we must broaden our earnings stream to improve
shareholder value," Riley said. "As we have divested non-core
assets, we have become more dependent on bananas and on Europe.
It's also clear we have investment opportunities to leverage our
powerful brand. Growth and new businesses require capital. In
addition, given the upcoming regulatory changes in Europe and the
fact that we emerged from bankruptcy less than two years ago, we
elected to readdress the issue late next year."

Tuesday's presentation is available online at
http://www.chiquita.com/

Chiquita Brands International (S&P, B Corporate Credit Rating,
Positive) is a leading international marketer, producer and
distributor of high-quality fresh and processed foods. The
company's Chiquita Fresh division is one of the largest banana
producers in the world and a major supplier of bananas in North
America and Europe. Sold primarily under the premium Chiquita(R)
brand, the company also distributes and markets a variety of other
fresh fruits and vegetables.  Additional information is available
at http://www.chiquita.com/


COEUR D'ALENE: SEC Declares Registration Statement Effective
------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) announced that the
"universal shelf" registration statement on Form S-3 it filed on
December 11, 2003 was declared effective by the Securities and
Exchange Commission.

The Company filed the registration statement to register the offer
and sale by the Company from time to time of up to $150,000,000 of
various securities, which may include debt securities, preferred
stock, common stock and or warrants.

No securities associated with the registration statement have yet
been issued at this time.  The offering of the securities shall be
made only by means of a prospectus contained in the registration
statement filed with and declared effective by the Securities and
Exchange Commission.

Coeur d'Alene Mines Corporation (S&P, CCC Corporate Credit Rating,
Positive) is the world's largest primary silver producer, as well
as a significant, low-cost producer of gold, with anticipated 2003
production of 14.6 million ounces of silver and 112,000 ounces of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.


COMPANHIA SIDERURGICA: Fitch Assigns B+ Foreign Currency Rating
---------------------------------------------------------------
Fitch Ratings has assigned a 'B+,' senior unsecured foreign
currency to Companhia Siderurgica Nacional's US$350 million 10-
year bond that was issued through its subsidiary CSN Islands VIII
Corp., on December 16, 2003.

The Rating Outlook is Stable.

CSN's foreign currency rating is constrained by the Federative of
Brazil's 'B+,' foreign currency rating.

Fitch also maintains ratings for CSN export securitizations issued
through CSN Islands VI Corp. Fitch rates both the series 2003-1
US$142 million fixed-rate notes and the series 2003-2 $125 million
floating-rate notes 'BBB-.' Fitch also rates CSN's senior
unsecured local currency obligations 'BB+,' and has a national
scale rating of 'A+(bra).'

The proceeds from this issuance will be used primarily to
refinance existing obligations and extend the company's debt
maturity profile. With EBITDA of about BRL$2.2 billion as of
September 30, 2003, CSN's leverage, as measured by net debt-to-
EBITDA, was 1.8 times, while EBITDA-to-interest expense was about
5.0x. Due to increased production volumes, a higher value-added
product mix and a strong pricing environment, Fitch expects CSN to
continue to generate healthy operating cash flow for the remainder
of 2003 and into 2004. In 2003, CSN benefited from a lower overall
cost of financing and has been able to extend its debt maturity
profile.

Fitch also expects to see a reduction in net debt in 2004 such
that CSN's EBITDA-to-interest expense ratio would be above 5.0x,
while net debt-to-EBITDA could improve to less than 1.5x (and CSN
management has stated that it is committed to reducing the
company's ratio of net debt-to-EBITDA to 1.1x by the end of 2004).
Although a significant reduction in net debt is expected in the
near term, Fitch believes that further debt reduction will be
constrained over the next several years by the large debt-service
requirements of the company's controlling shareholder, Vicunha
Siderurgia S.A., which has a 46% stake in CSN but no operating
assets. In 2003, about one quarter of CSN's EBITDA, or about
BRL800 million, was needed for dividends in order for Vicunha to
meet debt service on its debentures of approximately BRL350
million. The estimated required dividend from CSN would likely be
about BRL700 million in 2004, BRL900 million in 2005 and BRL1.0
billion in 2006. These estimates are lower than prior ones as
Brazilian and inflation and interest rates have declined recently.
With an expected EBITDA of at least BRL3.0 billion in 2004 and
capital expenditures of about BRL500 million (excluding the
potential Casa de Pedra expansion), Fitch believes that CSN will
be able to meet the estimated dividend requirement.

The ratings reflect the company's position as one of the
industry's lowest cost steel producers due to its ownership of the
Casa de Pedra mine, one of the world's largest high-quality iron
ore bodies. CSN also benefits from its modern production
facilities, vertical integration and access to low-cost labor. The
ratings also factor in the concentrated nature of the Brazilian
steel industry, which limits competition based solely upon price.
In addition, transportation barriers minimize the amount of steel
imported into the Brazilian market. These factors allow CSN to
generate strong cash flows during troughs in the steel cycle and
in economic downturns in Brazil.

CSN ranks as one of the largest steel producers in Latin America
with annual production capacity of 5.8 million tons of crude
steel. CSN's fully integrated steel operations, located in the
state of Rio de Janeiro in Brazil, produce steel slabs and hot-
and cold-rolled coils and sheets for the automobile, construction
and appliance industries, among others. CSN also holds leading
market shares in the galvanized and tin-mill products.


CONE MILLS: Turns to Jefferies & Company for Financial Advice
-------------------------------------------------------------
Cone Mills Corporation and its debtor-affiliates are asking for
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Jefferies & Company, Inc., as Financial
Advisors.

The Debtors require Jefferies & Company to:

     a) analyze the business, operations, properties, financial
        condition and prospects of the Debtors;

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

     c) assist and advise the Debtors in developing a general
        strategy for accomplishing a restructuring;

     d) assist and advise the Debtors in implementing a plan of
        restructuring on behalf of the Debtors;

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

     f) assist acid advise the Company in any sale process; and

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

The Debtors will pay Jefferies & Company a retainer fee of
$125,000 per month.  In the event a restructuring is consummated,
Jefferies will receive:

     i) without a Sale, 1.25% of the Company's reorganized
        value; and

    ii) involving a Sale, 0.50% sale value up to the amount of
        any stalking horse bid accepted, plus 2.0% of any sale
        value realized in excess of the stalking horse bid.

Headquartered in Greensboro, North Carolina, Cone Mills
Corporation is one of the leading denim manufacturers in North
America. The Debtor also produces fabrics and operates a
commission finishing business. The Company, with its debtor-
affiliates filed for chapter 11 protection on September 24, 2003
(Bankr. Del. Case No. 03-12944).  Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $318,262,000 in total assets and
$224,809,000 in total debts.


COTT: Files Final Prospectus for Thomas Lee-Related Offering
------------------------------------------------------------
Cott Corporation (TSX:BCB and NYSE:COT) has filed a final
prospectus with Canadian securities regulatory authorities in
connection with the previously announced secondary offering of 7.5
million common shares of the Company by parties related or
affiliated with Thomas H. Lee Partners, L.P. at an offering price
of US$25.25 per Common Share, representing aggregate gross
proceeds to Thomas Lee of US$189,375,000.

The Company will not receive any proceeds from the sale of the
Common Shares.

The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States or to U.S. persons absent registration or an
applicable exemption from the registration requirements. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any State in which such offer, solicitation or sale
would be unlawful

Cott Corporation (S&P, BB Long-Term Corporate Credit and BB+
Senior Secured Debt Ratings) is the world's largest retailer brand
soft drink supplier, with the leading take home carbonated soft
drink market shares in this segment in its core markets of the
United States, Canada and the United Kingdom.


COVANTA ENERGY: Wants Nod to Pay Fees Under DHC Sale Agreement
--------------------------------------------------------------
James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton in
New York, relates that the Covanta Energy Debtors and Danielson
Holding Corporation are currently in preparation of a new plan of
reorganization and a revised plan of liquidation that would be
premised upon the implementation of an Investment and Purchase
Agreement with DHC.

The Purchase Agreement and the DHC Proposed Plans contemplate
that:

   (1) DHC would acquire 100% of the common stock of reorganized
       Covanta in consideration for a $30,000,000 liquidity
       infusion;

   (2) DHC and Reorganized Covanta would enter into a tax sharing
       agreement; and

   (3) DHC, together with an investor group it has organized,
       including D.E. Shaw Laminar Portfolios, LLC, and certain
       of the Debtors, secured lenders would provide new
       revolving credit and letter of credit facilities for the
       Debtors' domestic and international operations.

Mr. Bromley informs the Court that as of December 2, 2003, DHC
has incurred significant expenses in connection with the due
diligence, negotiation, formulation and consummation of the
Purchase Agreement and related exhibits and agreements and the
DHC Proposed Plans.  D.E. Shaw has also incurred significant
expenses in connection with its role as a participant in the DHC
Investor Group.

Although the Purchase Agreement has been executed on December 2,
2003 and DHC has made an Initial Deposit for $15,000,000, the DHC
Proposed Plans and the Purchase Agreement by their express terms
remain subject to numerous contingencies and conditions precedent
and there can be no guarantee that all these conditions will be
satisfied or that the DHC Proposed Plans will be confirmed, Mr.
Bromley says.

The parties have negotiated to obtain certain contractual
protections for themselves in the event that the conditions to
closing cannot be satisfied for reasons beyond their control.
By this motion, the Debtors ask the Court to authorize and
approve:

   (a) the payment to DHC and D.E. Shaw of certain expense
       reimbursements in connection with the due diligence,
       negotiation, formulation and consummation of the Purchase
       Agreement and related exhibits and agreements, and
       alternative plans of reorganization and liquidation for
       the Debtors that seek to implement the Purchase Agreement;

   (b) the payment to DHC of a termination fee with respect to
       the transactions contemplated under the Agreement, which
       termination fee will be payable only if the Purchase
       Agreement is terminated pursuant to certain terms; and

   (c) the limited exclusivity provision of the Purchase
       Agreement.

                       Expense Reimbursement

The Purchase Agreement provides these Expense Reimbursements:

   (a) DHC Expense Reimbursements

       (1) Initial DHC Expense Reimbursement

           An expense reimbursement to DHC for actual, documented
           costs, fees and expenses incurred by DHC to date in an
           amount not to exceed $3,000,000.

       (2) Additional DHC Expense Reimbursement

           An additional expense reimbursement to DHC for further
           actual, documented costs, fees and expenses incurred
           by DHC through the Closing Date in an amount not to
           exceed $1,000,000.  The Additional DHC Expense
           Reimbursement will only be payable at the Closing or
           on the termination of the Purchase Agreement.

   (b) D.E. Shaw Expense Reimbursement

       An expense reimbursement to D.E. Shaw for actual,
       documented costs, fees and expenses in an amount not to
       exceed $350,000.

   (c) Geothermal Termination Expense Reimbursement

       Only in the event that the Purchase Agreement is
       terminated because of the Debtors' failure to consummate
       the Geothermal Sale, an expense reimbursement to DHC for
       out-of-pocket fees and expenses incurred by DHC in an
       amount not to exceed $1,000,000 over the amounts payable
       in respect of the DHC Expense Reimbursements.

A full-text copy of the Purchase Agreement is available for free
at:

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

                         Termination Fee

The Purchase Agreement provides for payment of the Termination
Fee for $12,000,000 to DHC under certain circumstances in
consideration for DHC's efforts and expenses in connection with
the Purchase Agreement and the DHC Proposed Plans.  The
Termination Fee would be payable only in the event that:

   (a) the Purchase Agreement is terminated for any reason under
       its terms, other than:

          (i) a material breach of a material covenant by DHC
              that cannot be cured before June 15, 2004; or

         (ii) the non-fulfillment of certain conditions precedent
              to the obligations of Covanta under the Purchase
              Agreement; and

   (b) Covanta closes an Alternative Transaction within six
       months of the termination, or contracts to close an
       Alternative Transaction within six months of the
       termination and the Alternative Transaction subsequently
       closes.

In the event the Purchase Agreement is terminated as a result of
a Termination Fee Event and DHC receives payment of the
Termination Fee, the payment, together with the Expense
Reimbursements, will:

   -- be full consideration for DHC's efforts and expenses in
      connection with the Purchase Agreement and the DHC
      Proposed Plans; and

   -- constitute liquidated and agreed damages to DHC in respect
      of the Purchase Agreement and the DHC Proposed Plans.

Covanta and the Reorganized Debtors will have no further
obligations under the Purchase Agreement or any further liability
to DHC.  DHC's sole and exclusive remedy will be strictly limited
to the payment of the Termination Fee and the Expense
Reimbursements as liquidated damages.  If payable, the Debtors
request that the Expense Reimbursements and the Termination Fee
constitute administrative priority claims against the Debtors'
estates under Section 503(b) of the Bankruptcy Code.

                  Limited Exclusivity Provision

Pursuant to the Limited Exclusivity Provision under the Purchase
Agreement, Covanta and its subsidiaries, directors, officers,
employees, financial advisors, representatives and agents will
not:

   (a) solicit, initiate, engage or participate in or encourage
       discussion or negotiations with any person or entity other
       than DHC concerning any Alternative Transaction; or

   (b) provide any non-public information concerning the
       business, properties or assets of Covanta or any of its
       subsidiaries to any person or entity other than DHC.

Moreover, Covanta and its subsidiaries will cease any existing
activities, discussions and negotiations with any person other
than DHC with respect to any Alternative Transaction.

However, in the event that a person, entity or group delivers to
the Debtors an unsolicited bona fide offer to effect an
Alternative Transaction that Covanta's board of directors
determines would result in a transaction more favorable to the
Debtors' stakeholders from a financial point of view than the
transactions contemplated in the Purchase Agreement and for which
financing, to the extent required, is then committed or is likely
to be obtained and which transaction is likely to be consummated
-- a Superior Proposal -- the Debtors may, prior to the entry of
orders confirming the DHC Proposed Plans and to the extent
required by the Bankruptcy Code, the Bankruptcy Rules, the
operation and information requirements of the Office of the
United States Trustee, or any orders entered or approvals or
authorizations granted by the Court in these cases during the
period prior to Closing, or to the extent that Covanta's board of
directors determines that its fiduciary duties require it to do
so, participate in discussions or negotiations with, and furnish
information to, person, entity or group.

In the event that the Debtors receive a Superior Proposal,
nothing contained in the Purchase Agreement will prevent
Covanta's board of directors from approving the Superior Proposal
or requesting authorization of the Superior Proposal from the
Court, if the board of directors determines that the action is
required by its fiduciary duties.  In that case, the board of
directors may terminate the Purchase Agreement five business days
after DHC's receipt of a copy of the Superior Proposal.

Mr. Bromley asserts that the Debtors' request is warranted
because the Expense Reimbursements are:

   (a) an integral part of the DHC Proposed Plans, which
       represent a substantial benefit to the Debtors' estates
       and all parties-in-interest through the potential
       maximization of recoveries to all creditors under the DHC
       Proposed Plans;

   (b) reasonable and appropriate, in light of the substantial
       time and efforts that have been and will be expended by
       DHC and D.E. Shaw in connection with the due diligence,
       negotiation, formulation and consummation of the Purchase
       Agreement and related exhibits and agreements and DHC
       Proposed Plans;

   (c) necessary to ensure that DHC and D.E. Shaw will continue
       to engage in productive negotiations regarding the
       formulation and documentation of the DHC Proposed Plans;
       and

   (d) an actual and necessary cost and expense of preserving the
       Debtors' estates, within the meaning of Section 503(b) of
       the Bankruptcy Code.

Mr. Bromley adds that without authorization to pay the
Termination Fee, the Debtors may lose the opportunity to
implement the DHC Proposed Plans.  DHC and D.E. Shaw expressly
conditioned their continued commitment to further participate in
efforts towards consummation of the DHC Proposed Plans on the
Court's authorization of the Termination Fee.  This condition was
predicated on the need for DHC and D.E. Shaw to receive comfort
as to the Debtors' commitment to pursue the DHC Proposed Plans as
a viable alternative to the pending ESOP Plan.  As a result, the
Termination Fee is an expense necessary to maximize the value of
the Debtors' estates because it provides the necessary inducement
to DHC and D.E. Shaw to continue working towards implementation
of an alternative plan of reorganization that is both feasible
and preferable to the Debtors and their creditor constituencies.

Mr. Bromley maintains that the Limited Exclusivity Provision is
not only consistent with the Debtors' fiduciary duties, but is
also of substantial benefit to the Debtors' estates and all
parties-in-interest through the potential maximization of
recoveries to all creditors under the DHC Proposed Plans, and
necessary to ensure that DHC and D.E. Shaw will continue to
engage in productive negotiations regarding the formulation and
documentation of the DHC Proposed Plans. (Covanta Bankruptcy News,
Issue No. 43; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CSK AUTO CORP: Commences Cash Tender Offer for 12% Senior Notes
---------------------------------------------------------------
CSK Auto Corporation (NYSE:CAO), the parent company of CSK Auto,
Inc., a specialty retailer in the automotive aftermarket,
announced that CSK Auto, Inc., commenced a cash tender offer and
consent solicitation for all of its $280 million outstanding
principal amount of 12% Senior Notes due 2006.

The tender offer will expire at 12:00 midnight, New York City
time, on January 15, 2004, unless extended.

In connection with the tender offer, CSK Auto, Inc. is soliciting
consents to proposed amendments to the indenture governing the
notes that would eliminate substantially all of the restrictive
covenants and certain default provisions in the indenture. The
tender offer and consent solicitation are being made pursuant to
an Offer to Purchase and Consent Solicitation Statement dated
today and related Letter of Transmittal and Consent, which set
forth a more comprehensive description of the terms of the tender
offer and consent solicitation.

The principal purpose of the Offer to Purchase and the Consent
Solicitation is to acquire all notes and obtain consents as part
of CSK's plan to refinance its existing indebtedness in order to
reduce its annual interest expense. The consideration for the
tender offer and consent solicitation and the expenses incurred in
connection therewith will be funded by an increase in the
Company's existing senior credit facility of $100 million, from
$325 million to $425 million, the issuance of $200 million of
notes in a private placement and cash on hand.

The tender offer is conditioned upon the receipt of consents from
a majority in aggregate principal amount of the notes and the
successful completion of the replacement financing consisting of
the new bond offering and amendment to the senior credit facility,
among other conditions.

The consideration for each $1,000 principal amount of notes
tendered will be calculated as of 10:00 a.m., New York City time,
on January 2, 2004, unless extended, based on a fixed-spread
pricing formula using the yield of the 2.00% U.S. Treasury Note
due November 30, 2004, and a fixed spread of 100 bps, less $20 per
$1,000 principal amount of notes. The pricing formula assumes that
the notes would otherwise be redeemed in full at a price of $1,060
per $1,000 principal amount of notes on December 15, 2004, which
is the earliest date on which the notes may be redeemed by CSK
Auto, Inc. This fixed-spread pricing will result in consideration
for each $1,000 in principal amount tendered that would accrue
until December 15, 2004, for each note, as determined by reference
to a fixed spread over the yield to December 15, 2004, of the
designated reference security. Holders who tender their notes will
receive the accrued and unpaid interest on such notes through, but
not including, the payment date in connection with the tender
offer. In addition, a consent payment of $20 per $1,000 principal
amount of notes will only be paid to holders who tender their
notes and deliver their consents to the proposed amendments on or
prior to 5:00 p.m., New York City time, on December 31, 2003,
unless extended. Holders of notes who tender after 5:00 p.m., New
York City time on December 31, 2003, will not receive the consent
payment. The settlement date is currently expected to be
January 16, 2004.

Holders may withdraw their tenders and revoke their consents at
any time prior to 5:00 p.m., New York City time, on December 31,
2003, but not thereafter, except as may be required by law.

Holders who desire to tender their notes must consent to the
proposed amendments and holders may not deliver consents without
tendering the related notes. Holders may not revoke consents
without withdrawing the notes tendered pursuant to the tender
offer.

Credit Suisse First Boston LLC is the Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer may be directed to Credit
Suisse First Boston's Liability Management Group at 800-820-1653.
Request for documents may be directed to MacKenzie Partners, Inc.,
the Information Agent, at 212-929-5500.

CSK Auto Corp. (S&P, B+ Corporate Credit Rating, Stable) is the
parent company of CSK Auto Inc., a specialty retailer in the
automotive aftermarket. As of May 4, 2003, the company operated
1,108 stores in 19 states under the brand names Checker Auto
Parts, Schuck's Auto Supply and Kragen Auto Parts.


DIGITALNET INC: Completes Exchange Offer for 9% Senior Notes
------------------------------------------------------------
DigitalNet, Inc., has completed the exchange offer of $81,250,000
in aggregate principal amount of its 9% senior notes due 2010,
which have been registered under the Securities Act of 1933, as
amended, for an equal principal amount of its outstanding 9%
senior notes due 2010. DigitalNet, Inc. is a wholly-owned
subsidiary of DigitalNet Holdings, Inc. (Nasdaq:DNET), a leading
provider of managed network services, information security
solutions, and application development and integration services to
U.S. defense, intelligence and civilian federal government
agencies.

The initial offering period expired at 5:00 p.m., New York City
time, on December 15, 2003.

DigitalNet (S&P, B+ Corporate Credit Rating, Positive) builds,
integrates and manages enterprise network computing solutions that
provide government organizations with sustainable strategic
business advantages. With more than 30 years of experience, the
company provides Managed Network Services, Information Security
Solutions and Application Development Services and Solutions for
the U.S. Department of Defense, U.S. Government civilian agencies
and the intelligence community. We are focused on adding value to
our clients by increasing network reliability, reducing overall
network costs, and rapidly migrating mission critical network
computing environments to new technologies. Visit
http://www.digitalnet.com/for more information on the Company.


DIVERSIFIED ASSET: Fitch Cuts Class B Note Rating to Junk Level
---------------------------------------------------------------
Fitch Ratings downgrades the following three classes of
Diversified Asset Securitization Holdings I, L.P.:

        -- $170,057,095 class A-1 notes to 'AA+' from 'AAA';
        -- $35,103,529 class A-2 notes to 'AA+' from 'AAA';
        -- $30,445,711 class B notes to 'C' from 'B'.

DASH I is a structured finance collateralized debt obligation that
was originated and managed by Asset Allocation & Management, LLC.
The portfolio supporting the CDO is comprised of residential
mortgage-backed securities, commercial mortgage-backed securities,
CDOs, and commercial and consumer asset-backed securities.

Fitch has reviewed the credit quality of the underlying assets
comprising the portfolio by conducting a collateral review and a
cash flow analysis. The cash flows of the assets were stressed
using various default timing and interest rate scenarios. As a
result, Fitch determined that the ratings assigned to the class
A-1, A-2 and B notes no longer reflected the current risk to note-
holders.

According to the November 2003 trustee report, the transaction was
failing several of its eligibility criteria including percentage
of assets rated below 'BBB-' by Fitch. Approximately 28.8% of the
collateral pool is currently rated below 'BBB-' compared to a
restriction of 12.5%. The transaction is also failing its class A
overcollateralization test, which is currently at 110.3% compared
to a trigger of 114% and its class B OC test, which is currently
at 97.5% compared to a trigger of 103%.

As a result of failure of the class A OC test, the class B notes
have not received current interest on several recent payment dates
causing them to capitalize nearly $3.45 million. Fitch expects a
principal recovery on the class B notes of below 40%.

The portfolio contains two defaulted securities totaling $8.6
million (3.5%). Additionally, the portfolio has experienced
substantial credit deterioration in various sectors including
manufactured housing securitizations, aircraft lease
securitizations and mutual fund fee securitizations.

Fitch will continue to monitor this transaction.


DPL CAPITAL: S&P Cuts Ratings of Three Related Synthetic Deals
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
synthetic securities related to DPL Capital Trust II's preferred
capital securities, and removed them from CreditWatch with
negative implications, where they were placed Nov. 13, 2003.

The lowered ratings and CreditWatch removals reflect the lowered
rating and CreditWatch removal of the preferred stock rating on
DPL Inc. Dec. 10, 2003.

These DPL Capital-backed transactions are swap-independent
synthetic transactions that are weak-linked to the underlying
collateral, DPL Capital Trust II's preferred capital securities,
which are guaranteed by DPL Inc.

      RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

Structured Asset Trust Units Repackagings (SATURNS) DLP Capital
Security Backed Series 2002-3
$54.55 million callable units series 2002-3

                              Rating
        Class     To          From
        A units   B+          BB+/Watch Neg
        B units   B+          BB+/Watch Neg

Structured Asset Trust Units Repackagings (SATURNS) DLP Capital
Security Backed Series 2002-4
$42.5 million DPL Capital security-backed series 2002-4

                      Rating
        Class     To           From
        A units   B+           BB+/Watch Neg
        B units   B+           BB+/Watch Neg

Structured Asset Trust Unit Repackagings (SATURNS) DLP Capital
Security Backed Series 2002-7
$25 million DPL Capital security-backed series 2002-7

                      Rating
        Class     To           From
        A units   B+           BB+/Watch Neg
        B units   B+           BB+/Watch Neg


ECLICKMD: Losses and Capital Deficit Raise Going Concern Doubt
--------------------------------------------------------------
eClickMD Inc.'s consolidated financial statements for the period
ended September 30, 2003 were prepared on the assumption the
Company will continue as a going concern.

The Company sustained net losses of $481,012 and $2,873,215 during
the nine months ended September 30, 2003 and the year ended
December 31, 2002, respectively, and has accumulated losses
through September 30, 2003 of $11,989,502. Cash used in operating
activities for the same periods aggregated $677,663 and
$1,634,811, respectively. Total liabilities at September 30, 2003
of $4,995,190 (including approximately $43,780 to the Internal
Revenue Service for delinquent payroll taxes) exceed total assets
of $79,860.

On May 13, 2003, the Company, eClickMD, Inc., filed a voluntary
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code. The petition requesting an order for relief was
filed in the United States Bankruptcy Court, Western District of
Texas, Austin Division, where the case is now pending before the
Honorable Frank R. Monroe, Case No. 03-12387. As a debtor-in-
possession under Sections 1107 and 1108 of the Bankruptcy Code,
the Company remains in possession of its properties and assets,
and management continues to operate the business. The Company
intends to continue normal operations and does not currently
foresee any interruption to current operations. The Company cannot
engage in transactions outside the ordinary course of business
without the approval of the Bankruptcy Court. The Company
attributed the need to reorganize as a part of its financial
strategy to ease the Company's debt service associated with years
of high-cost technology development.

The Company's continued existence depends upon the success of
management's efforts to submit and receive Bankruptcy Court, pre-
petition creditor and shareholder approval for the Plan of
Reorganization, to raise additional capital necessary to meet the
Company's obligations as they come due and to obtain sufficient
capital to execute its business plan. The Company intends to
obtain capital primarily through issuances of debt or equity.
There can be no degree of assurance that the Company will be
successful in obtaining Bankruptcy Court, pre-petition creditor or
shareholder approval of the Plan of Reorganization or in
completing additional financing transactions.

Revenues for the nine months ended September 30, 2003 were
$182,040 compared to $256,524 for the same period in 2002. Fewer
customers were billed in 2003 as a result of a review of accounts
receivable that was completed early in 2002, where a significant
number of customers with aged receivable balances were assigned
former client status and were no longer billable in 2003. In
addition, as the Company maximized available resources in 2001 and
2002, fewer sales and marketing programs existed. Also resulting
in lower revenue was a change in the Company's billing model in
mid-year 2002 were physicians were no longer charged $35/month to
use the eClickMD, Inc. software exclusively for document signing.
The bankruptcy of a premier customer, Interlink Home Health, in
2002 also resulted in lower revenue in 2003. Interlink Home Health
was the exclusive customer of the Net.Care (Oasis) product and is
no longer using the service.

Operating expenses were $1,113,015 for the nine months ended
September 30, 2003 compared to $2,003,715 for the nine months
ended September 30, 2002. This 44% decrease in operating expenses
was primarily attributable to bad debt expense incurred in 2002
resulting from the write-off of notes receivable for the purchase
of equity totaling $275,794 and non-cash expenses incurred in 2002
for the issuance of common stock for financial consulting
services. In addition, an overall reduction in the number of
employees in 2003 coupled with lower salaries for the current
employees (gross salaries were reduced approximately 35% on March
16, 2003 in an effort to conserve cash resources going into the
period of reorganization) contributed to lower expenses.

Other Income was $634,985 for the nine months ended September 30,
2003. During the second quarter of 2003, and in conjunction with
preparing and filing the required pre-petition debt data required
to be filed with the Bankruptcy Court upon filing the voluntary
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code on May 13, 2003, the Company determined that the
amounts previously recorded on certain accounts payable trade
items needed to be revised based on new estimates of amounts owed.
Accordingly, the Company lowered accounts payable and credited
other non-operating income (other income) in the amount of
$68,645, resulting in a corresponding increase in net income for
the three-month and six-month periods ended June 30, 2003. In
addition, during the second quarter of 2003, Marion Robert Rice,
currently a director of eClickMD, Inc. made payment in full on
notes outstanding and in default between eClickMD, Inc. and
Commerical National Bank ($360,000 Line of Credit plus $21,797 in
accrued interest) and Brady National Bank ($15,000 Loan plus $876
in accrued interest). Mr. Rice personally guaranteed both of these
notes in prior periods when the loans were originated.

Accordingly, the Company eliminated the debt and accrued interest
and credited other non-operating income (other income), ecognizing
a gain on debt settlement of $397,673. While under the protection
of Chapter 11, the Company has the right to review all executory
contracts in place on the date of "the Filing" (May 13, 2003) and
either accept or reject these contracts in the proposed Plan of
Reorganization. On or about October 10, 2001, IBM Credit and the
Company entered into a Term Lease Master Agreement (TLMA) for
approximately $260,000 in computer hardware and the use of certain
software and services. Pursuant to the TLMA, IBM Credit and the
Company entered into a Supplement dated on or about April 24,
2002. The TMLA and the Supplement represented the official lease
contract. The lease contract was for a term of 48 months at a
monthly rate of $6,583. The Company recorded the lease contract as
a capital lease and booked an asset and corresponding capital
lease obligation and sales tax payable in the amount of $259,573.
Under the protection of Chapter 11, the Company elected to reject
the lease contract and returned the leased hardware to IBM on
August 28, 2003. On August 28, 2003, the  Bankruptcy Court
approved an order granting "IBM Credit LLC's Motion to Compel
Assumption or Rejection of executory Contract". As of August 28,
2003, the net book value of the equipment recorded as an asset
under the capital lease obligation totaled $14,413. As of August
28, 2003, the capital lease liability totaled $183,078.
Accordingly the Company recognized a gain on debt settlement
(other income) totaling $168,667.

Interest expense for the nine months ended September 30, 2003 was
$128,987 compared to $295,460 in 2002. Lower interest expense in
2003 resulted primarily from changes in the interest expense
accrual resulting from the bankruptcy filing. Principal and
interest payments may not be made on pre-petition unsecured debt
without Bankruptcy Court approval or until a plan of
reorganization defining the repayment terms has been confirmed.
The total interest on the pre-petition unsecured debt that was not
charged to earnings for the period from May 14, 2003 to
September 30, 2003 was $93,238. Such interest is not being accrued
as the Bankruptcy Code generally disallows the payment of interest
that accrues post-petition with respect to pre-petition unsecured
claims. These lower expenses were largely offset by higher
interest expense in the first quarter of 2003 resulting from a
higher debt load in year 2003 coupled with interest charges
incurred for the quarterly amortization of deferred financing
charges and debt discount in relation to the private placement
financings that occurred in the second and third quarters of 2002.

                  Liquidity and Capital Resources

Net cash used by operating activities for the nine-month period
ended September 30, 2003 and 2002 totaled $677,663 and $1,110,813,
respectively. Decreased net uses of cash in 2003 resulted from
lower operating expenses due to fewer employees on payroll and
lower financial consulting expenses.

Net cash provided by financing activities was $604,789 for the
nine months ended September 30, 2003 and $877,365 for the nine
months ended September 30, 2002 and consisted primarily of
borrowings on notes payable during 2003. During 2002, net cash
provided by financing activities consisted primarily of borrowings
on notes payable and convertible notes and debentures.


ELAN CORP: About $800-Mill. of LYONS Surrendered for Repurchase
---------------------------------------------------------------
Elan Corporation, plc, announced the results of its offer to
purchase its Liquid Yield Option(TM) Notes due 2018 (Zero Coupon
-- Subordinated).

Pursuant to the indenture under which the LYONs were issued, the
holders' option to surrender their LYONs for repurchase expired at
5:00 p.m. Eastern Standard Time on Monday, December 15, 2003.

Elan has been advised by the trustee for the LYONs, The Bank of
New York, that LYONs with an aggregate principal amount at
maturity of approximately $799.7 million were validly surrendered
for repurchase and not withdrawn, and Elan has repurchased all of
such LYONs. Approximately $1.6 million in aggregate principal
amount at maturity of LYONs remain outstanding following the
completion of the repurchase. The purchase price for the LYONs was
$616.57 in cash per $1,000 principal amount at maturity of the
LYONs. The aggregate purchase price for all LYONs validly
surrendered for repurchase and not withdrawn was approximately
$493.1 million.

Elan (S&P, B- Corporate Credit and CCC Subordinated Debt Ratings,
Stable) is focused on the discovery, development, manufacturing,
sale and marketing of novel therapeutic products in neurology,
severe pain and autoimmune diseases. Elan shares trade on the New
York, London and Irish Stock Exchanges.


ENRON CORP: Asks Court to Approve Pemex Settlement Agreement
------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Debtors Enron Engineering & Construction Company and
Enron Power Corporation ask the Court to approve the Settlement
Agreement and Mutual Release relating to Pemex Projects, by and
among:

   -- the Debtors,

   -- Enron Equipment Procurement Company and Enron Power
      Construction Company,

   -- the Cigsa Entities, AGE Mantenimiento, S. de R.L. de C.V.,
      Astilleros del Golfo, S.A. de C.V., CIGSA Construction,
      S.A. de C.V., and Construcciones Industriales del Golfo,
      S.A. de C.V.,

   -- Constructores Akal B y L, S. de R.L. de C.V.,

   -- Odebrecht Oil and Gas Services Limited,

   -- Odebrecht Oil & Gas Mexico, and

   -- Townbu Corporation.

According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Pemex Projects consist of:

A. The Cigsa-Enron Projects

   During 1997 and 1998, the Cigsa Entities and the Enron
   Entities entered into various agreement related to:

   (a) the joint execution and performance of the Pemex
       Exploracion y Produccion offshore oil and gas
       engineering, procurement and construction projects
       identified as EPC-18, PM-4036 and PM-4037; and

   (b) the funding by certain of the Enron Entities of the
       corresponding cash flow requirements of certain of the
       Cigsa Entities associated with the Cigsa-Enron Projects
       -- the Initial Cigsa-Enron Financing.

B. The CAByL Projects

   In May 1998, certain of the Enron Entities, Cigsa and
   Odebrecht UK entered into an agreement to form CAByL -- a
   Mexican limited liability company for the purpose of entering
   into additional construction contracts with Pemex.  CAByL's
   membership interests are owned by:

   (a) Odebrecht, to the extent of 50% of the issued and
       outstanding membership interests;

   (b) Cigsa, to the extent of 25% of the issued and outstanding
       membership interests; and

   (c) EPCC, to the extent of 25% of the issued and outstanding
       membership interests.

   In connection therewith, the parties entered into various
   agreements related to:

   (a) the joint execution and performance of the Pemex offshore
       oil and gas engineering, procurement and construction
       projects identified as EPC-24, EPC-37 and EPC-38; and

   (b) the funding by certain of the Enron Entities of the
       corresponding cash flow requirements of Cigsa associated
       with the CAByL Projects.

Mr. Sosland relates that pursuant to the terms of the relevant
agreements, the Enron Entities agreed to the Cash Flow Financings
on the condition that they would be repaid on or before the
completion of the projects for:

   (i) the cash advances provided in connection with the Pemex
       Projects; and

  (ii) the construction equipment and materials purchased by the
       Enron Entities and used in the completion of the
       projects.

The parties further envisioned that interest would accrue on the
Cash Flow Financings.  With respect to each Pemex Project, the
parties contemplated that if the project was profitable, the
Enron Entities would recover their costs in full and would share
in the profits of the project.  In the event that any of the
Pemex Projects was not profitable, it was understood and agreed
that the parties would bear the losses on that project evenly at
50% each.

Through EEPC, the Enron Entities financed the costs of the Pemex
Projects and all work has been completed.  To date, the Cigsa-
Enron Projects have incurred losses while the CAByL-Enron
Projects are expected to generate a profit.

                            The Claims

Prior to the Petition Date, the Enron Entities demanded the Cigsa
Entities to pay to them:

   (i) approximately $11,000,000, which represented the Cigsa
       Entities' share of the losses attributable to the Cigsa-
       Enron Projects;

  (ii) approximately $6,100,000, which represented Cash Flow
       Financings on the CAByL-Enron Projects that had not been
       repaid; and

(iii) the Enron Entities' share of profits generated by the
       CAByL-Enron Projects, which were estimated at that time
       between $14,000,000 to $15,000,000.

The Cigsa Entities retaliated by asserting claims against CAByL
or certain of the Enron Entities for $10,000,000 in allegedly
improper distributions made by CAByL to EPCC and $22,000,000,
which represented the combined Enron-Cigsa share of CAByL's
profits.

                          The Lawsuits

Shortly after Enron commenced its Chapter 11 case, Mr. Sosland
informs Judge Gonzalez that Cigsa filed these lawsuits in
Tampico, Mexico:

   (a) Measures in Preparation for a Lawsuit -- Cigsa
       Construccion, S.A. de C.V. vs. Constructores Akal B y L,
       S. de R.L. de C.V.; Granted by the 6th Civil Court for
       the Second Judicial District of Altamira, Tamaulipas;
       Docket Number 136/2002 and Summary Commercial Lawsuit:
       Cigsa Construccion S.A. de C.V. vs. Constructores Akal
       B y L, S. de R.L. de C.V.; In the 6th Civil court for the
       Second Judicial District of Altamira, Tamaulipas; Docket
       Number 298/2002; and

  (ii) Preventive Garnishment and Ordinary Commercial Lawsuit --
       Cigsa Construccion S.A. de C.V. vs. Enron Power
       Construction Company; IN the 4th Civil Court for the
       Second Judicial District of Altamira, Tamaulipas; Docket
       Number 73/2002.

Cigsa subsequently obtained default judgments in both lawsuits.
In the Cigsa-CAByL Litigation, the civil court authorized Cigsa
to attach up to $22,000,000 of CAByL's funds in satisfaction of
its claims against CAByL.  In the Cigsa-EPCC Litigation, the
civil found that EPCC owed Cigsa $10,000,000.

EPCC and CAByL each claimed that they were not properly served in
the lawsuits.  To prevent Cigsa from executing on the default
judgment, CAByL obtained an injunction, which was subsequently
affirmed in the lawsuit entitled Amparo Motion filed by
Constructores Akal B y L, S. de R.L. de C.V. In the 9th District
Federal Court, in Altamira, Tamaulipas.  In the same way, to
prevent execution of the judgment obtained in the Cigsa-EPCC
Litigation, EPCC sought an injunction pursuant to that Amparo
Motion EPCC filed with the 10th Federal District Court sitting in
Tampico, as well as the revision remedy filed to challenge the
judgment.  This matter is currently under review by the Second
Federal Appellate Court sitting in Ciudad Victoria Tamaulipas,
Mexico.

Likewise, the Enron Entities commenced litigation and other
proceedings against the Cigsa Entities with respect to the
various disputes.  In this regard, certain of the Enron Entities
recently commenced an arbitration proceeding against certain
Cigsa Entities in the International Chamber of Commerce
Arbitration, entitled Enron Equipment Procurement Company v.
Construcciones Industriales del Golfo, S.A. de C.V. and Cigsa
Construccion, S.A. de C.V., pursuant to which the Enron Entities
seek $3,600,000 allegedly owed by the Cigsa Entities with respect
to the EPC-18 Project.  The Arbitration is currently in its early
stages.

In addition, the Enron Entities also filed a lawsuit against
certain of the Cigsa Entities in the U.S. District Court for the
Southern District of Texas entitled "Enron Power Corp., Enron
Engineering & Construction, Enron Power Construction Company and
Enron Equipment Procurement Company v. Cigsa Construccion, S.A.
de C.V. and Astilleros del Golfo, S.A. de C.V.  In the U.S.
Litigation, the Enron Entitles seek $7,500,000 the Cigsa Entities
owe the Enron Entities with respect to the PM-4036 Project and
the PM-4037 Project.

Also, Townbu, the Odebrecht-affiliated subcontractor to CAByL,
filed a suit against CAByL in the 10th Civil Court for the Second
Judicial District of Altamira, Tamaulipas, entitled Summary
Commercial Lawsuit: Townbu Corporation v. Constructores Akal B y
L, S. de R.L. de C.V.  Townbu claims that CAByL has not paid
$17,300,000 of its invoices related to the fabrication and supply
of accommodation modules in connection with the CAByL-Enron
Projects.

                         The Settlement

Mr. Sosland informs the Court that the parties are in dispute
with respect to:

   (i) the amounts owed by Cigsa Entities to the Enron Entities
       under the various agreements related to the Pemex
       Projects;

  (ii) amounts owed to Townbu in connection with the CAByL-Enron
       Projects; and

(iii) amounts owed to the Cigsa Entities with respect to the
       Pemex Projects.

The parties wish to resolve all claims and issues related to the
Disputes and the Litigation and Arbitration Claims and to release
each other from all claims, obligations, liabilities and
lawsuits.

The Settlement Agreement provides, among other things, that:

A. Trust Accounts

   The parties will enter into a trust agreement with a mutually
   acceptable banking institution in Mexico, as trustee
   establishing seven separate trust accounts dedicated to:

     (i) the EPC-18 Project and for the exclusive benefit of
         Golfo and EEPC;

    (ii) the PM-4036 Project and for the exclusive benefit of
         AGE, Astilleros and EPCC;

   (iii) the payment of PM-4036 Project Taxes;

    (iv) the PM-4037 Project and for the exclusive benefit of
         Astilleros and EPCC;

     (v) the CAByL Projects and for the exclusive benefit of
         CAByL, Cigsa, certain of the Enron Entities, Odebrecht
         and Townbu;

    (vi) the payment of the CAByL Expenses on behalf of CAByL;
         and

   (vii) the payment of the Current CAByL IVA.

B. Agreements and Acknowledgments related to the Cigsa-Enron
   Projects

   The Cigsa Entities and the Enron Entities acknowledge and
   agree to the current balances in the trust accounts related
   to the Cigsa-Enron Projects, the treatment of future
   deposits into the accounts and the estimated amount of future
   receipts with respect to the projects, among other things.

C. Distribution of the Transferred Fideicomiso NAFIN Balance

   The Trustee will distribute the Transferred Fideicomiso
   NAFIN Balance from the EPC-18 Project Trust Account to:

   -- Golfo:

      (a) 1,786,153 Pesos representing 100% of the Fideicomiso
          NAFIN IVA; and

      (b) the aggregate of (A) $1,732 and (B) 2,822,303 Pesos,
          less the aggregate of (C) the Golfo Fideicomiso NAFIN
          Fee, if any, and (D) the Golfo Trustee Fee;

   -- EPCC, the aggregate of (i) $4,867 and (ii) 7,929,329
      Pesos, less the aggregate of (iii) the EEPC Fideicomiso
      NAFIN Fee, if any, and (iv) the EEPC Trustee Fee;

   -- the Fideicomiso NAFIN Administrator, the aggregate of
      the EEPC Fideicomiso NAFIN Fee and the Golfo Fideicomiso
      NAFIN Fee; and

   -- the Trustee, the aggregate of the EEPC Trustee Fee and
      the Golfo Trustee Fee.

   The remaining balance, if any, will be distributed (i) 73.75%
   to EEPC and (ii) 26.25% to Golfo.

D. Distribution of EPC-18 Project Future Receipts

   The Trustee will distribute from the EPC-18 Project Trust
   Account:

   -- to Golfo, the IVA Amount of any EPC-18 Project Future
      Receipts; and

   -- 50% of the Net EPC-18 Project Future Receipts to EEPC and
      50% of the Net EPC-18 Project Future Receipts to Golfo
      until the aggregate of the Net Cigsa-Enron Projects Future
      Receipts equals the equivalent of $6,000,000.  Thereafter,
      35% of the Net EPC-18 Project Future Receipts will be paid
      to EEPC and 65% will be paid to Golfo.

E. Distributions of PM-4036 Project Future Receipts

   The Trustee will distribute from the PM-4036 Project Trust
   Account:

   -- to Astilleros, the IVA Amount of any PM-4036 Project
      Future Receipts;

   -- 5,000,000 Pesos to the PM-4036 Project Taxes Reserve
      Trust Account; and

   -- 50% of the Net PM-4036 Project Future Receipts to EPCC
      and 50% to Astilleros until the aggregate of the Net
      Cigsa-Enron Projects Future Receipts equals the equivalent
      of $6,000,000.  Thereafter, 35% of the Net PM-4036 Project
      Future Receipts will be paid to EPCC and 65% will be
      paid to Astilleros.

F. Distributions of PM-4037 Project Future Receipts

   The Trustee will distribute from the PM-4037 Project Future
   Trust Account:

   -- to Astilleros, the IVA Amount of any PM-4037 Project
      Future Receipts; and

   -- 50% of the Net PM-4037 Project Future Receipts to EPCC and
      50% to Astilleros until the aggregate of the Net Cigsa-
      Enron Projects Future Receipts equals the equivalent of
      $6,000,000.  Thereafter, 35% of the Net PM-4037 Project
      Future Receipts will be paid to EPCC and 65% will be
      paid to Astilleros.

G. PM-4036 Project Taxes

   The Trustee will distribute the PM-4036 Project Taxes, if
   any, from the PM-4036 Project Taxes Reserve Trust Account to
   the appropriate Government Entity and the remaining balance,
   if any, will be deposited in the PM-4036 Project Trust
   Account.

H. Agreements and Acknowledgments related to CAByL Projects

   Odebrecht, Townbu, Cigsa and EPCC acknowledge and agree to
   the current balances in the trust accounts related to the
   CAByL-Enron Projects, the treatment of future deposits into
   the accounts and the estimated amount of future receipts with
   respect to the projects, among other things.

I. Distribution of CAByL Funds

   The Trustee will distribute from the CAByL Projects Trust
   Account the CAByL Accounts Balance:

   -- an amount equal to the Cigsa-Enron Current CAByL IVA
      Payment Amount to Cigsa;

   -- an amount equal to the sum of the Odebrecht CAByL IVA
      Payments and the Subsequent Odebrecht CAByL IVA
      Payments to Odebrecht;

   -- an amount equal to the Current CAByL IVA less the Cigsa-
      Enron Current CAByL IVA Payment less any Subsequent
      Odebrecht CAByL IVA Payments to CAByL IVA Trust Account;

   -- 4,500,000 Pesos to the CAByL Expenses Trust Account;

   -- the aggregate of (A) $10,923 and (B) 39,755,750 Pesos less
      the Odebrecht Trustee Fee to Odebrecht and Townbu;

   -- the aggregate of (A) $96,764 and (B) 70,400,667 Pesos of
      the EPCC portion of the Cigsa-Enron CAByL Funds, less the
      Enron Trustee Fee, to EPCC;

   -- the aggregate of (A) $34,441 and (B) 25,110,644 Pesos of
      the Cigsa-Construccion portion of the Cigsa-Enron CAByL
      Funds, less the Cigsa Trustee Fee, to Cigsa;

   -- an amount equal to the Odebrecht Trustee Fee, the Enron
      Trustee Fee and the Cigsa Trustee Fee to the Trustee; and

   -- the remaining balance of the CAByL Accounts Balance, if
      any, to the CAByL Expenses Trust Account.

J. Distributions of Finiquito Payments

   The Trustee will distribute the Finiquito Payments from the
   CAByL Projects Trust Account:

   -- the IVA amount of the Cigsa-Enron CAByL Finiquito Future
      Receipts to Cigsa;

   -- the IVA amount of the Odebrecht-Townbu Finiquito Future
      Receipts to the appropriate government entity for the
      payment of CAByL's IVA obligation;

   -- 100% of the payments of the Net Odebrecht-Townbu Finiquito
      Future Receipts to Odebrecht and Townbu;

   -- 73.75% of the payments of the Net Cigsa-Enron CAByL
      Finiquito Future Receipts to EPCC; and

   -- 26.25% of the payments of the Net Cigsa-Enron CAByL
      Finiquito Future Receipts to Cigsa; provided, however,
      that if CAByL has not received the CAByL IVA Credit at the
      time of the distribution, an amount equal to the Cigsa-
      Enron Current CAByL IVA Payment Amount will be withheld
      from the distribution to Cigsa and deposited in the CAByL
      IVA Trust Account.

K. Distributions of Post-Finiquito Payments

   The Trustee will distribute the Post-Finiquito Payments from
   the CAByL Projects Trust Account as:

   -- the IVA amount of the Cigsa-Enron CAByL Post-Finiquito
      Future Receipts to Cigsa;

   -- the IVA amount of the Odebrecht-Townbu Post-Finiquito
      Future Receipts to the appropriate Government Entity for
      the payment of CAByL's IVA obligations;

   -- 100% of the payments of the Net Odebrecht-Townbu Post-
      Finiquito Future Receipts to Odebrecht and Townbu;

   -- until the aggregate amount of the payments of the Net
      Cigsa-Enron CAByL Post-Finiquito Future Receipts equals
      $4,000,000, 50% of the Net Cigsa-Enron CAByL Post-
      Finiquito Future Receipts will be distributed to EPCC and
      50% of the Net Cigsa-Enron CAByL Post-Finiquito Future
      Receipts will be distributed to Cigsa; and

   -- after the aggregate amount of the payments of the Net
      Cigsa-Enron CAByL Post-Finiquito Future Receipts exceeds
      $4,000,000, 35% of the Net Cigsa-Enron CAByL Post-
      Finiquito Future Receipts will be distributed to EPCC and
      65% of the Net Cigsa-Enron CAByL Post-Finiquito Future
      Receipts will be distributed to Cigsa.

L. Other CAByL-Related Distributions

   Payments of CAByL IVA will be made from the CAByL IVA Trust
   Account and payments of the CAByL Expenses will be made from
   the CAByL Expenses Trust Account in accordance with the Trust
   Agreement.  Upon the liquidation of the CAByL Expenses Trust
   Account, the balance of that account, if any will be
   distributed to the members in accordance with their pro rata
   share.

M. Dismissal of Lawsuits and Arbitration

   The parties will cause the Litigation and Arbitration Claims
   to be dismissed. (Enron Bankruptcy News, Issue No. 90;
   Bankruptcy Creditors' Service, Inc., 215/945-7000)


FAO INC: Fails to Come Up with Buyer for Toy Stores
---------------------------------------------------
The deadline for bankrupt toy retailer FAO Inc. to find a buyer
has arrived and the possibility of a last minute rescue is
becoming less likely, industry watchers said, Reuters reported.

FAO, which last week filed for chapter 11 bankruptcy protection
for the second time this year, had until Dec. 15 to find a buyer
for both its upscale FAO Schwarz toy stores and its Right Start
stores, which sell baby toys and equipment such as playpens and
strollers. Pending the outcome of its efforts to find buyers for
FAO Schwarz and Right Start, FAO hired liquidators to sell
inventory of all three of its brands. Its Zany Brainy educational
toy chain went straight to liquidation.

Possible scenarios for the stores -- particularly the famed, but
loss-making FAO Schwarz -- are an acquisition by a private equity
firm or high-end retailer or liquidation, according to Reuters.
Some say that buyers are waiting in the wings for the company to
go belly up so they can pick up the best pieces. "If anything is
going to happen it will be that," said Kurt Barnard, head of
consulting firm Retail Forecasting Group, reported the newswire.
"They'll pick up the pieces at bargain basement prices. FAO has
one great negative force to contend with: it is in the toy
business." (ABI World, December 16, 2003)


FFP OPERATING: US Trustee Appoints 9-Member Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 6 appointed 9 creditors to
serve in the Official Committee of Unsecured Creditors in FFP
Operating Partners, LP's Chapter 11 case:

       1. Citgo Petroleum Corporation
          S. Jeffrey Bednar (Alternate, Earl Gilbert)
          P. O. Box 3758
          Tulsa, OK 74102-3758
          Tel: 918-495-5551; Fax: 918-495-5559
          ibednar@citgo.com

       2. Coca-Cola Enterprises, Inc.
          William Kaye
          31 Rose Lane
          Rockaway, NY 11518
          Tel: 516-374-3705; Fax: 516-569-6531
          billkay@optonline.net

       3. TXU Energy Retail Company
          Dan Carey or Teri Mace
          1601 Bryan, 7th Floor
          Dallas, TX 75201
          Tel: 214-812-7351; Fax: 214-812-5533
          dcarey1@txu.com

       4. Frito-Lay
          Stephen Harper
          5080 Spectrum Dr. #4E03
          Addison, TX 75001
          Tel: 972-376-7229; Fax: 972-376-7237
          stephen.harper@fritolay.com

       5. Grocery Supply Company
          Mary Ann Farmer
          P.O. Box 638
          Sulphur Springs TX 75483
          Tel: 903-885-7621, ext. 271; Fax: 903-439-0022
          mfarmer@grocerysupply.com

       6. Rice Wholesale Co., Inc.
          Chad Pickel
          P.O. Box 323
          Bristol VA 24201
          Te: 276-669-2633; Fax: 276-669-9512
          pickelcp@naxs.com

       7. Big Red/7Up Bottling Company of South Texas
          Todd Wilkes
          P.O. Box 200243
          San Antonio TX 78220
          Tel: 210-661-4271; Fax: 210-666-0911
          todd_wilkes@br7uptx.com

       8. SYSCO Food Services of San Antonio, LP
          Curtis A. Enke (Alternate-Mike Castellon)
          P.O. Box 18364
          San Antonio TX 78218
          Tel: 210-444-3940, ext. 4146; Fax: 210-666-1549
          enke.curtis@satx.sysco.com

       9. Affiliated Foods Inc.
          Margret Goodson, Credit Manager
          P.O. Box 30300
          Amarillo TX 79120
          Tel: 806-345-7709; Fax: 806-371-8839
          mgoodson@afiama.com

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

Headquartered in Fort Worth, Texas, FFP Operating Partners, LP,
together with other subsidiaries of FFP Partners, L.P., owns and
operates convenience stores, truck stops, and self-service motor
fuel outlets over a twelve state area.  The Company filed for
chapter 11 protection on October 23, 2003 (Bankr. N.D. Tex. Case
No. 03-90171).  Mark Joseph Petrocchi, Esq., at Colvin and
Petrocchi represent the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
over $10 million in assets and debts of over $50 million.


FRONTLINE: Preferred Shareholders Okay Debt-to-Equity Conversion
----------------------------------------------------------------
Frontline Communications Corp. (AMEX: FNT) -- http://www.fcc.net/
-- announced that its preferred stockholders voted to approve the
mandatory conversion of Frontline Series B convertible preferred
stock to common stock.

The conversion ratio is six shares of common stock for each share
of Series B convertible preferred stock.

Founded in 1995, Frontline Communications Corporation, traded on
the American Stock Exchange under the symbol FNT, has two
operating divisions, Provo and Frontline.

The Provo division -- http://www.provo.com.mx/-- acquired by
Frontline Communications Corp. in April, 2003, is a Mexican
corporation which maintains a dominant position within the prepaid
calling card and cellular phone airtime markets in Mexico. Provo
and its affiliates have been in operation for over seven years,
and had combined audited revenue in 2002 of approximately $100
million, with operating profits of over $800,000. The company
currently anticipates expanding existing Provo services to the
continental United States, and intends to begin marketing cash
cards, payroll cards and other forms of payroll and money transfer
services, through both the Frontline and Provo divisions, in the
near future.

The Frontline division provides high-quality Internet access and
Web hosting services to homes and businesses nationwide, and
offers Ecommerce, programming, and Web development services
through its PlanetMedia group -- http://www.pnetmedia.com/

Frontline plans on expanding its current services and offerings
beyond the traditional internet sector in the near future. The
Frontline division had revenue of approximately $5 million in
2002.

                          *   *   *

                 Seeking Additional Financing

In its Form 10-QSB for the quarter ended September 30, 2003, the
Company reported:

"We plan to raise additional financing. The availability of
capital resources is dependent upon prevailing market conditions,
interest rates and our financial condition. In July 2003, we
entered into a common stock purchase agreement with Fusion Capital
Fund II, LLC, whereby, Fusion Capital has agreed to purchase up to
$13 million of our common stock over a 40-month period. The
transaction is subject to satisfaction of several conditions and
there can be no assurance that we will in fact complete the
transaction.

"We believe that our acquisition of Provo will improve our
financial situation in two ways. Our annual expense related to our
status as a public reporting company total approximately $350,000.
With our acquisition of Provo, these costs will be spread over a
considerably larger revenue base, and Provo, as a profitable stand
alone entity, will help to offset these costs. In addition, Provo
will be able to increase its revenue in the near term if
additional working capital is available for inventory procurement.
We also anticipate that our status as a combined entity will
enhance our ability to secure additional debt and/or equity
financing so that we may satisfy our short-term debt obligations
and fund the launch of new product lines, such as the Provo
payroll card, thereby increasing the combined company's revenue
both in the U.S. and Mexico.

"We currently plan to continue both Frontline and Provo
operations, and hope to grow our long distance voice, dedicated
Internet bandwidth and Web site development product lines. Our
board of directors is currently evaluating the possibility of
divesting one or more of its low profit margin product lines in
order to raise cash. Based on current plans, management
anticipates that the cash on hand and cash flow from operations
will satisfy our capital requirements through at least the end of
2003. However, the agreement with Telmex requires Provo to repay
Telmex $3.8 million in November 2003. In addition, we were
required to repay $425,000 due under a bridge financing to IIG
Equity Opportunities Fund, Ltd. on October 3, 2003.

"We are presently attempting to negotiate a further extension with
the noteholder and Telmex. We currently lack the funds to pay
these obligations when they become due. Therefore, in order to
satisfy our debt obligations, we are currently pursuing additional
sources of financing, including potential sources for debt and
equity financing (or a combination of the two), and are exploring
the possibility of selling some of our assets so that we will have
sufficient funds to pay our debts as they become due. There can be
no assurance, however, that such financing will be available on
terms that are acceptable to us, or on any terms."


GEORGETOWN STEEL: Hires CFO Solutions as Financial Consultants
--------------------------------------------------------------
Georgetown Steel Company, LLC wants to retain CFO Solutions of SC,
LLC as Financial Consultants. James A. Ovenden is the manager and
primary financial consultant at CFO Solutions who will be working
with the Debtor.

In this engagement, CFO Solutions will:

     a) familiarize with the chapter 11 case and the work
        already started or completed by GSC personnel regarding
        future operating plans, asset dispositions, cash flow
        forecasts, etc.;

     b) review of cash flow and variance reporting models
        currently under development by GSC for presentation to
        secured lenders and subordinated debt holders;

     c) review of alternative financing, liquidation, and
        reorganization strategies developed by GSC;

     d) review of GSC's business plan and assist in the
        determination of values for GSC on a going concern and
        on a liquidation basis;

     e) negotiate with various creditor or shareholder groups as
        required;

     f) coordinate with outside legal counsel, as matters relate
        to financial and tax issues and the chapter 11 case; and

     g) consult with the Board of Directors of GSC as requested
        by them or by management.

CFO Solutions will be paid based on a rate of $1,500 per day, plus
out-of-pocket expenses; provided that in the event the services
provided amount to less than six hours in a day, an hourly rate of
$200 will apply.

Headquartered in Georgetown, South Carolina, Georgetown Steel
Company, LLC manufactures high-carbon steel wire rod products
using the Direct Reduced Iron 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.


GOLFGEAR INT'L: Must Raise New Capital to Continue Operations
-------------------------------------------------------------
The consolidated financial statements of GolfGear International,
Inc., as of, and for, the three months and nine months ended
September 30, 2003 have been prepared assuming that the Company
will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. The carrying amounts of assets and
liabilities presented in the consolidated financial statements do
not purport to represent the realizable or settlement values. The
Company has suffered recurring operating losses and requires
additional financing to continue operations.

For the three months and the nine months ended September 30, 2003
the Company incurred losses from operations of $406,444 and
$1,137,651, respectively, and a net loss of $655,786 and
$1,546,571, respectively. The Company used cash in operating
activities of $597,085 and  as of September 30, 2003 had a working
capital deficit of $2,138,623 and a stockholders' deficit of
$1,929,391. As a result of these factors, there is substantial
doubt about the Company's ability to continue as a going concern.

The Company is attempting to increase revenues through various
means, including expanding brands and product offerings, new
marketing programs, and direct marketing to customers, subject to
the availability of operating working capital resources. To the
extent that the Company is unable to increase revenues in 2003,
the Company's liquidity and ability to continue to conduct
operations may be impaired.

The Company will require additional capital to fund operating
requirements. The Company is exploring various alternatives to
raise this required capital, including convertible debentures,
private infusion of equity and various collateralized debt
instruments, but there can be no assurance that the Company will
be successful in this regard. To the extent that the Company is
unable to secure the capital necessary to fund its future cash
requirements on a timely basis and/or under acceptable terms and
conditions, the Company may have to substantially reduce its
operations to a level consistent with its available working
capital resources. The Company may also be required to consider a
formal or informal restructuring or reorganization.


GOODYEAR TIRE: S&P Puts Related B+ Note Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on
Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust's class A-1 certificates on
CreditWatch with negative implications.

Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust is a swap-independent synthetic
transaction that is weak-linked to the underlying securities,
Goodyear Tire & Rubber Co.'s 7% notes due March 15, 2028.

The CreditWatch placement follows the recent placement of the
ratings on the underlying securities on CreditWatch with negative
implications.


GREAT LAKES AVIATION: Reports 20.4% Traffic Increase in November
----------------------------------------------------------------
Great Lakes Aviation, Ltd. (OTC Bulletin Board: GLUX) announced
preliminary passenger traffic results for the month of November.

Scheduled service generated 11,278,000 revenue passenger miles, a
20.4 percent increase from the same month last year.  Available
seat miles decreased 3.0 percent to 27,813,000.  As a result, load
factor increased 7.8 points to 40.5 percent.  Passengers carried
increased 12.7 percent to 38,953 when compared with November 2002.

For the eleven months ending November 30, 2003 compared to the
same eleven month period in 2002, revenue passenger miles
decreased 9.7 percent to 111,521,000 while available seat miles
decreased 8.9 percent to 300,050,000, resulting in a load factor
of 37.2 percent for the year 2003 compared to 37.5 percent for the
same eleven month period in 2002.  The company carried 402,206
revenue passengers for the eleven month period ending November 30,
2003, a 13.5 percent decrease on a year over year basis.

                NOVEMBER AND YEAR TO DATE STATISTICS

                         November 2003   November 2002      Change
                         -------------   -------------      ------
Passengers Enplaned         38,953           34,555         12.7%
Revenue Passenger
  Miles (000)                11,278            9,370         20.4%
Available Seat Miles
  (000)                      27,813           28,686         -3.0%
Load Factor                   40.5%            32.7%   7.8 points

                           YTD 2003         YTD 2002        Change
Passengers Enplaned        402,206          464,762        -13.5%
Revenue Passenger
  Miles (000)               111,521          123,556         -9.7%
Available Seat Miles
  (000)                     300,050          329,460         -8.9%
Load Factor                   37.2%            37.5%  -0.3 points

As of December 1, 2003, Great Lakes is providing scheduled
passenger service at 41 airports in eleven states with a fleet of
Embraer EMB-120 Brasilias and Raytheon/Beech 1900D regional
airliners.  A total of 192 weekday flights are scheduled at three
hubs, with 182 flights at Denver, 4 flights at Minneapolis/St.
Paul, and 6 flights at Phoenix.  All scheduled flights are
operated under the Great Lakes Airlines marketing identity in
conjunction with code-share agreements with United Airlines and
Frontier Airlines at their Denver hub.

Additional information is available on the company Web site that
may be accessed at http://www.greatlakesav.com/

                            *    *    *

                     Going Concern Uncertainty

On February 28, 2003, the Company discontinued all operations at
its Chicago O'Hare hub along with corresponding service to the
subsidized communities of Manistee, Ironwood and Iron Mountain,
Michigan and Oshkosh, Wisconsin after the United States Department
of Transportation elected to select a carrier to provide EAS to a
different hub for all points except Oshkosh. At Oshkosh the
community's eligibility for subsidy was terminated.

In April 2003, the Company began negotiations with United to
modify and extend the existing code share agreement beyond its
current expiration date of April 30, 2004. During the negotiation
process, United filed a preemptive motion in the bankruptcy court
to reject the code share agreement. On July 11, 2003 the Company
and United signed a Memorandum of Understanding outlining the
terms of the proposed amendment to the code share agreement. On
July 18, 2003, United withdrew its bankruptcy court motion to
reject the code share agreement. Also effective on that date, the
Company and United amended their code share agreement, formalizing
the terms under which the two companies will operate in the
future.

Pursuant to the amendment to the code share agreement, the Company
granted United rights to enter five Denver hub markets for which
the Company previously had exclusivity rights. In exchange for
releasing exclusivity with respect to those markets, previous
restrictions placed on the Company regarding code sharing and
frequent flier program participation at the Denver hub with other
major carriers was removed. The Company and United also agreed on
a payment structure for amounts the Company owes United.

Subject to the Company's compliance with the code share agreement,
as amended, as of December 31, 2005, United has agreed to extend
the term of the code share agreement through April 30, 2007.
United may elect to assume or reject the amended code share
agreement in connection with its ongoing bankruptcy proceedings.

Due to significant losses in 2001 and 2002, at December 31, 2002,
the Company had exhausted its outside sources of working capital
and funds and was in arrears in payments to all the institutions
providing leases or debt financing for the Company's aircraft. On
December 31, 2002 and during the first four months of 2003, the
Company restructured its financing agreements with Raytheon
Aircraft Credit Corporation and certain other institutions
providing financing for the Company's aircraft. The effect of
these restructurings was to reduce the Company's total debt and
lease obligations owing to these creditors and to reduce the
amount of the Company's scheduled monthly debt and lease payments.
The restructuring with Raytheon also provided for the return of
seven surplus aircraft not used in current operations to Raytheon
during the course of 2003.

During 2003, the Company, due to the effects of reduced traffic
and correspondingly reduced revenue during the Iraq War, has been
unable to generate sufficient cash flow to service the Company's
restructured debt and lease payment obligations as required by the
Raytheon and other restructuring agreements. As of June 30, 2003
the Company was approximately $4.9 million, or 75%, in arrears in
respect of such rescheduled payments for the six months ending
June 30, 2003 and in default on substantially all of the Company's
agreements with the institutions providing financing for the
Company's aircraft.

There are significant uncertainties regarding the Company's
ability to achieve the necessary cash flow to meet the payments
required under the Raytheon and other restructuring agreements due
to a variety of factors beyond the Company's control, including
the outcome of United's reorganization in bankruptcy, the
evolution of United's continuing code share relationship with the
Company; reduced passenger demand as a result of general economic
conditions, public health concerns, security concerns and foreign
conflicts; volatility of fuel prices; and the amount of Essential
Air Service funding and financial support available from the U.S.
government.

Ultimately, the Company must generate sufficient revenue and cash
flow to meet the Company's obligations as currently structured,
obtain additional outside financing or renegotiate the Company's
restructured agreements with its creditors in order to set a level
of payments that can be reasonably serviced with the cash flows
generated by the Company under current market conditions. The
Company is engaged in on-going negotiations with Raytheon and its
other creditors with respect to its default under the terms of its
debt and lease agreements with these institutions.

The Company's auditors have included in their report dated
March 17, 2003 on the Company's financial statements for the year
ended December 31, 2002 an explanatory paragraph to the effect
that substantial doubt exists regarding the Company's ability to
continue as a going concern due to the Company's recurring losses
from operations and the fact that the Company has liabilities in
excess of assets at December 31, 2002.


HALLIBURTON: Takes Steps to Resolve Asbestos/Silica Liabilities
---------------------------------------------------------------
Halliburton (NYSE: HAL) is moving ahead with its previously
announced plan to resolve its asbestos and silica liabilities
through a prepackaged bankruptcy involving several of its
subsidiary companies.

The company's DII Industries, Kellogg Brown & Root and other
affected subsidiaries filed chapter 11 proceedings Tuesday in
bankruptcy court in Pittsburgh, Pennsylvania.  The cases have been
assigned to the Honorable Judith K. Fitzgerald.  The affected
subsidiaries will continue to be wholly owned by Halliburton and
will continue their normal operations.  Halliburton Company, the
company's Energy Services Group and KBR's government services
business are not included in the bankruptcy filing.

The balloting agent tabulating the votes on the proposed plan of
reorganization advised Halliburton that valid votes were received
from over 386,000 asbestos claimants and over 21,000 silica
claimants, representing substantially all known claimants and
meeting the voting requirements of section 524(g) of the
Bankruptcy Code.  Of the votes validly cast, over 98% of asbestos
claimants and over 99% of silica claimants have voted to accept
the proposed plan of reorganization.

Halliburton also announced that the pre-filing internal
reorganization of Halliburton subsidiaries described in the
solicitation materials for the proposed plan of reorganization was
completed as of Monday, December 15, 2003. In addition,
Halliburton's offer to issue 7.6% debentures in exchange for
outstanding 7.60% debentures of DII Industries has been completed,
and Halliburton issued $294 million of its 7.6% debentures on
December 15, 2003 in exchange for a like amount of DII debentures.

In connection with reaching agreement with representatives of
asbestos and silica claimants to limit to $2.775 billion the cash
required to settle pending claims subject to definitive
agreements, DII Industries agreed to pay $326 million of the
$2.775 billion cash amount prior to the chapter 11 filing. These
payments were made Tuesday prior to the chapter 11 filing.

As a result of filing the chapter 11 proceedings, Halliburton will
increase its accrual for current and future asbestos and silica
claims to reflect the full amount of the proposed settlement,
which will result in a pretax charge of approximately $1 billion
in the fourth quarter of 2003.  The tax effect on this charge is
minimal, as a valuation allowance will be established for the
incremental loss carryforward.  The after tax effect of this
charge on diluted earnings per share is approximately $2.29.  The
fourth quarter financial statements will reflect a
reclassification of charges from continuing to discontinued
operations reflecting our latest estimate of the actual claims
split between continuing and discontinued operations compared to
what we had previously recorded prior to completing a substantial
portion of the due diligence procedures.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries.  The Company serves its customers with a broad range
of products and services through its Energy Services and
Engineering and Construction Groups.  The Company's World Wide Web
site can be accessed at http://www.halliburton.com/


HALLIBUTON CO.: Asbestos News Prompts Share Prices to Go Up
-----------------------------------------------------------
Halliburton Co. shares rose on Dec. 12, 2003, after it announced
an important step toward resolving its asbestos disputes,
outweighing concerns over Pentagon allegations that it overcharged
the government for some Iraq work, Reuters reported.

"The news on the asbestos front will overpower any concerns about
the overcharging," said Jefferies & Co. analyst Stephen Gengaro,
who maintains his "buy" rating on Halliburton's stock and a price
target of $27 per share. On Dec. 12, the Houston-based oilfield
services company announced that more than 97 percent of asbestos
claimants accepted its reorganization plan, which will provide up
to $2.78 billion for claimants. That approval by claimants clears
the way for a bankruptcy filing by its DII Industries and Kellogg
Brown & Root units during the first quarter, analysts said,
lifting a burden weighing on the company for two years.

Analysts say Halliburton next must validate the claimant votes,
review the reorganization plan and submit the plan to the board.
The company could then file its prepackaged plan under chapter 11
bankruptcy rules. "It's slowly and gradually moving toward the
Holy Grail, which is an asbestos settlement," Gengaro said, which
would finally clear "the cloud of uncertainty over the company."
(ABI World, December 15, 2003)


HEALTHSOUTH: Makes Semi-Annual Interest Payments to Bondholders
---------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) has paid a total
of approximately $52 million in semi-annual interest payments to
its bondholders in December, representing all interest currently
due and payable.

HealthSouth made interest payments of approximately $35 million on
December 1, 2003 and approximately $17 million on December 15,
2003. The Company said that it intends to remain current on all
upcoming interest payments.

HealthSouth 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/


INSITE VISION: Ernst & Young Steps Down as External Accountant
--------------------------------------------------------------
On October 21, 2003, Ernst & Young LLP notified InSite Vision
Incorporated that it would resign as the Company's independent
public accountants effective following the completion of its
review of the Company's Form 10-Q for the quarter ended
September 30, 2003.

Ernst & Young completed its review of the Company's Form 10-Q for
the quarter ended September 30, 2003 on November 19, 2003 and
Ernst & Young's resignation became effective on November 19, 2003.
The Audit Committee of the Company's Board of Directors was
informed of, but did not recommend or approve, Ernst & Young's
resignation.

Ernst & Young's report on the financial statements for the year
ended December 31, 2002 contained an explanatory paragraph
expressing substantial doubt about the Company's ability to
continue as a going concern.

InSite Vision is an ophthalmic products company focused on
glaucoma, ocular infections and retinal diseases.  In the area of
glaucoma, the Company conducts genomic research using TIGR and
other genes.  A portion of this research has been incorporated
into the Company's OcuGene glaucoma genetic test for disease
management, as well as ISV-205, its novel glaucoma therapeutic.
ISV-205 uses InSite Vision's proprietary DuraSite drug-delivery
technology, which also is incorporated into the ocular infection
products ISV-401 and ISV-403, and InSite Vision's retinal disease
program.  Additional information can be found at
http://www.insitevision.com/

At September 30, 2003, InSite Vision's balance sheet shows a total
shareholders' equity deficit of about $4 million.


INTERPUBLIC: Prices Common Stock & Series A Preferred Offerings
---------------------------------------------------------------
The Interpublic Group of Companies, Inc. (NYSE:IPG) has priced its
$627.4 million concurrent offerings of common stock and Series A
mandatory convertible preferred stock.

The securities will be issued under the company's existing shelf
registration statement.

Interpublic will issue approximately 22.4 million shares of common
stock at $13.50 per share and 6.5 million shares of 3-year Series
A mandatory convertible preferred stock. The mandatory convertible
preferred stock will have a dividend yield of 5.375 percent. On
maturity, each share of Series A mandatory convertible preferred
stock will convert, subject to adjustment, to between 3.0358 and
3.7037 shares of common stock, depending on the then-current
market price of the company's common stock, representing a
conversion premium of approximately 22 percent over the stock
price of $13.50 per share. Under certain circumstances, the Series
A mandatory convertible preferred stock may be converted prior to
maturity at the option of the holders or the company. In each
offering, the underwriters have a 15 percent over-allotment
option.

Interpublic intends to use the net proceeds from these financing
activities to redeem its 1.80% Convertible Subordinated Notes due
2004. Funds raised in the offerings but not used in the offer to
redeem will be used for general corporate purposes and to further
strengthen the company's balance sheet and financial condition.

Citigroup, JPMorgan and UBS Investment Bank are acting as the
joint book-running managers for both the common stock offering and
the Series A mandatory convertible preferred stock offering.
Copies of the prospectus supplement can be obtained from Citigroup
(Prospectus Department, 140 58th Street, Brooklyn, NY 11220,
phone: (718-765-6732), JPMorgan (Prospectus Hotline, phone: 212-
552-5164), and UBS Investment Bank (ECMG Syndication, 299 Park
Avenue, New York, NY 10171, phone: 212-821-3000).

Interpublic (Fitch, BB+ Senior Unsecured, BB+ Multi-Currency Bank
Credit Facility, and BB- Convertible Subordinated Note Ratings,
Negative) is one of the world's leading organizations of
advertising agencies and marketing services companies. Its three
global operating groups are McCann-Erickson WorldGroup, The Lowe +
Draft Partnership, and the FCB Group. Major global brands include
Draft, Foote, Cone & Belding Worldwide, Golin/Harris
International, Initiative Media, Lowe Worldwide, McCann-Erickson,
Octagon, Universal McCann and Weber Shandwick Worldwide.


KMART: Court Expunges 7 Assumed Contract Claims Totaling $18MM+
---------------------------------------------------------------
The Kmart Debtors dispute proofs of claim that relate to
obligations under executory contracts or unexpired leases that
they later assumed.  Incident to the assumption of these contracts
and leases, the Debtors and the Claimants agreed whether the
Assumed Claims would be expunged or reclassified.

Accordingly, the Court expunges seven Assumed Contract Claims.
The Expunged Claims will be replaced in the claims register by
the Reclassified Amounts, which will retain the same claim
number.  The Reclassified Claims, however, are not allowed claims
and remain subject to further objections.  The Expunged Claims
are:

                                           Claim    Reclassified
Claimant                   Claim No.      Amount          Amount
--------                   ---------      ------    ------------
Compuware Corporation        18784      $391,195         $66,594
Hewlett Packard Co.          56015     3,899,756         131,191
12 Technologies Inc.         37626    10,309,269         341,354
Intervoice-Brite             03722        16,487           8,243
Kronos                       29227       223,341         201,443
NCR Corporation              47605     1,789,912          71,232
Rand Mc Nally & Co.          10261     2,175,077       2,157,172

The Court will continue the hearing on JDA Software Inc.'s
$2,602,607 Claim.

The Court also disallows and expunges 140 Assumed Contract
Claims, aggregating $152,870.  The Court will continue the
hearing on the remaining 209 Assumed Contract Claims, which
consists of:

          Type of Claim                  Claim Amount
          -------------                  ------------
          Secured                          $4,618,418
          Administrative                      113,827
          Priority                          1,798,072
          Unsecured                        20,993,824

The Court also expunges 451 Assumed Lease Claims, each for $0.
The Court will continue the hearing on the remaining 387 Assumed
Lease Claims, which total $92,371,066. (Kmart Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


L-3 COMMS: $400 Million Subordinated Notes Get S&P's BB- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to L-
3 Communications Corp.'s proposed $400 million senior subordinated
notes due 2013, which are to be sold under SEC Rule 144A with
registration rights.

At the same time, Standard & Poor's affirmed its ratings,
including the 'BB+' corporate credit rating, on the defense
electronics supplier. The outlook is positive. At Sept. 30, 2003,
L-3 had around $2.1 billion of debt outstanding.

"Ratings on New York, New York-based L-3 reflect an average
business profile, satisfactory profitability and cash generation,
and the risks of an active acquisition program," said Standard &
Poor's credit analyst Christopher DeNicolo. Proceeds from the new
notes will be used to repay revolver borrowings, as well as
general corporate purposes, including acquisitions. L-3 also
announced that it would be calling the $300 million 5.25%
convertible subordinated notes due 2009 issued by its parent, L-3
Communications Holdings Inc. However, the notes are likely to be
converted into equity, as the stock currently trades above
conversion price.

Credit quality benefits from an increasingly diverse program base
and efficient operations. Acquisitions are an important part of
the company's growth strategy, and the balance sheet has
periodically become highly leveraged because of debt-financed
transactions. However, management has a good record of restoring
financial flexibility by issuing equity.

L-3 provides secure communication systems, specialized
communications devices, and flight simulation and training.
Products include secure, high-data-rate communication systems,
microwave components, avionics, telemetry, and instrumentation
devices, and simulator training products and services. The firm's
revenues have grown rapidly through numerous acquisitions,
positioning L-3 to better compete in the growing intelligence,
surveillance, and reconnaissance market. Some well-supported
programs, with a high percentage of sole-source contracts,
mitigate the company's exposure to a competitive environment. The
company's funded backlog of almost $3.7 billion at Sept. 30, 2003,
provides good visibility of near-term revenues and profits.

Although significant increases in revenues and profits in recent
years have been driven largely by acquisitions, organic growth was
also solid. L-3's lease-adjusted debt to capital ratio, which was
around a satisfactory 50% at Sept. 30, 2003, increased slightly as
result of the recent $650 million Vertex Aerospace LLC
acquisition, but the likely conversion of the convertible notes
will restore leverage to previous levels. EBIT and EBITDA coverage
of interest are expected to be around 3.5x and 4.5x, respectively,
for 2003, up from 3x and 4x in 2002. The improvement is due to
good profitability at existing operations and the earnings
contributions from acquisitions. Funds from operations to debt,
an important credit protection measure, is appropriate for the
rating in the 20%-25% range. Goodwill accounts for more than 50%
of the firm's total assets, but a respectable return on permanent
capital (in the low- to midteens percent area) provides an
indication of the high value of the asset.

L-3's program diversity and financial profile have shown steady
improvement over the past few years due largely to acquisitions,
but also to efficient operations and organic growth. A
continuation of this trend could result in an upgrade.


LOUISIANA-PACIFIC: Tendered Notes Fail to Reach Required Number
---------------------------------------------------------------
Louisiana-Pacific Corporation (NYSE:LPX) announced that its tender
offer to purchase any and all of its 10.875% Senior Subordinated
Notes due 2008 and the related consent solicitation expired
Tuesday at 9:00 a.m. EST without receiving the requisite number of
Notes tendered.

As a result, LP will not purchase any Notes previously tendered
pursuant to the Offer, and the proposed amendments to the
indenture governing the Notes will not be effected pursuant to the
Solicitation. LP has instructed the depositary to promptly return
all Notes previously tendered to the tendering holders.

LP is a premier supplier of building materials, delivering
innovative, high-quality commodity and specialty products to its
retail, wholesale, homebuilding and industrial customers. Visit
LP's Web site at http://www.lpcorp.com/for additional information
on the company.

                           *    *    *

Since May 2002, Louisiana-Pacific Corp.'s debt ratings fell into
the low-B levels:

     Debt Obligation                  S&P   Moody's  Fitch
     ---------------                  ---   -------  -----
     Senior Secured Debt              BB+     Ba1      NR
     Senior Unsecured Debt
        8-1/2% Notes due 2005         BB-     Ba1      NR
        8-7/8% Notes due 2010         BB-     Ba1      NR
     Subordinated Debt
        10-7/8% Notes due 2008        B+      Ba2      NR

"Management's desire to significantly reduce debt and focus on
businesses in which the company has competitive market and cost
positions should help stabilize credit quality and result in
acceptable performance throughout the business cycle," S&P said
last year.


MARLIN II: Fitch Withdraws D Rating on 2 Sr. Secured Debt Issues
----------------------------------------------------------------
Fitch Ratings has withdrawn the 'D' ratings for the $475 million
principal amount of 6.31% senior secured notes due 2003 and EUR515
million principal amount of 6.19% senior secured notes due 2003
issued by Marlin Water Trust II.

Marlin was established to facilitate the off-balance sheet
financing of Enron Corp.'s water acquisitions. The Marlin Notes
were issued in July 2001 and were scheduled to mature in two years
after the issuance date. Marlin's 'D' rating was assigned on
Dec. 3, 2001 following Enron's bankruptcy filing and reflected
modest recoveries initially estimated by Fitch within the 20%-40%
bracket. Based on Bankruptcy Court filings, recoveries are
currently expected to be at the lower end of this range. Eventual
repayment to Marlin noteholders is anticipated to come from a
combination of cash collateral held by the trustee for the Notes
and an unsecured claim by noteholders against Enron.


MEDINEX SYSTEMS: Charles Whatmore Discloses 9.0% Equity Stake
-------------------------------------------------------------
Charles Whatmore beneficially owns 1,911,568 shares of the common
stock of Medinex Systems Inc. representing 9.0% of the outstanding
common stock of the Company. Mr.  Whatmore has actual sole voting
and dispositive power over the 1,911,568 shares owned by 746459
Alberta Ltd., of which Mr. Whatmore is the sole stockholder, sole
director and President.

The shares reported here as beneficially owned are exchangeable
shares issued by Maxus Holdings, Inc., a wholly-owned subsidiary
of Medinex Systems, which are immediately  exchangeable into
shares of common stock of the Company at the option of the holder
on a one share-for-one share basis.  Excludes the 5,734,704 shares
held by 775464 Alberta Ltd., of which Michele Whatmore, Mr.
Whatmore's wife, is the sole stockholder, sole director and
President and as to which Mr. Whatmore disclaims ownership.

On November 14, 2003, Medinex Systems acquired, through a stock
exchange transaction, three Alberta, Canada based companies and
one Mexico based company.  These companies are: Maxus, Maxus
Technology, Inc., Triple-Too Communications, Inc. and MAXUS
Technology, S. DE  R.L.  DE C.V. The Stock Exchange was effected
pursuant to the terms of a Canadian Share Exchange Agreement,
dated November 14, 2003.  As a result of the Stock Exchange,
Medinex issued an aggregate of 15 million shares of its common
stock, which number includes 10,267,840 shares issued by Maxus
Holdings, Inc. that are immediately  exchangeable for shares of
common stock on a one for one basis, to the stockholders of Maxus,
representing approximately 70.74% of its issued and outstanding
common stock  immediately subsequent to the Stock Exchange.  Upon
consummation of the Stock Exchange,  the Company assumed the
business operations of the Subsidiaries.  Through the
Subsidiaries,Medinex provides asset maximization, which involves
helping clients  maximize the use of their telecommunications
assets, whether through finding buyers for surplus equipment or
refurbishing older equipment, and electronic waste recycling,
which involves recycling those assets that cannot be sold.

Prior to the Stock Exchange, Medinex Systems Inc. formed a
subsidiary, Maxus (Nova Scotia) Company, a Nova Scotia Unlimited
Liability Company, on September 22, 2003, and  formed an
additional subsidiary, Maxus Holdings, Inc., a corporation
incorporated under the laws of the Province of Ontario, on
November 12, 2003. The Company incorporated these two subsidiaries
to accommodate certain tax considerations in the acquisition of
shares from Canadian stockholders of Maxus as a result of the
Stock Exchange.

To effect the Stock Exchange, on November 14, 2003 Medinex
Systems, through Nova Scotia Co, issued 4,732,160 shares of common
stock and, through Exchange Co, issued 10,267,840  Exchangeable
Shares, which are convertible to shares of common stock, in
exchange for all of the outstanding shares of Maxus. Medinex has
reserved 10,267,840 shares of common stock for issue to the
stockholders of Exchangeable Shares.  The holders of  Exchangeable
Shares have equal economic value as stockholders of common stock.
Holders of Exchangeable Shares also have conversion rights to
convert their shares into the identical number of shares of common
stock at any time, and in the event of the  Company's liquidation,
dissolution or winding-up, whether voluntary or involuntary, the
Exchangeable Shares will be redeemed for an equal number of shares
of common stock  enabling the holders to proportionally share in
assets available for distribution after satisfaction of all
liabilities and payments of the applicable liquidation
preferences.  According to Medinex, prior to the Stock Exchange,
there were no material relationships between the Company and
Maxus, or any of the parties' respective affiliates, directors or
officers, or any  associates of their respective officers or
directors.

Effective November 19, 2003, the sole director of Medinex Systems
Inc. appointed Michele  Whatmore as a member of the Board of
Directors and subsequently resigned. The reconstituted Board of
Directors then elected David Smith as Chief Executive Officer,
Michele Whatmore as President, James Ross as Chief Financial
Officer and Gary Powers as Chief Operations Officer.

Health care technology solutions provider Medinex Systems Inc. on
November 27, 2002, filed for chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court in Boise, Idaho.


MERCER INT'L: R. Ian Rigg Leaves Post as Company Trustee
--------------------------------------------------------
Mercer International Inc. (Nasdaq: MERCS, TSX:MRI.U) announces
that R. Ian Rigg has resigned as a trustee of the Company. The
resignation of Mr. Rigg was not the result of a disagreement with
the Company on any matter.

Jimmy S.H. Lee, Chief Executive Officer and President of the
Company, commented: "I want to express my appreciation for Ian's
contributions to the Company and wish him the best in his future
endeavors."

Mercer International Inc. is a European pulp and paper
manufacturing company. At September 30, 2003, the company's
balance sheet reports a working capital deficit of about E58
million.


MIRANT CORP: MAEM Sues Metromedia Energy to Recoup $33.6 Million
----------------------------------------------------------------
Mirant Americas Energy Marketing LP and Metromedia Energy entered
into a Master Aggregator Sale/Purchase Agreement on November 2,
2001.  The Master Agreement provides the framework for any
transaction between MAEM and Metromedia for MAEM's sale and
Metromedia's purchase of natural gas.  The Master Agreement also
contemplates buy-backs by MAEM of gas that Metromedia purchased
from MAEM but did not sell to its customers.  Occasionally, MAEM
bought back small quantities of gas that it sold to Metromedia.

Judith Elkin, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that the Master Agreement was for a Primary Term of five
years -- until November 2, 2006.  Thereafter, the Master
Agreement will operate on a month-to-month basis until terminated
by either party upon 90 days prior written notice.

The Master Agreement's payment terms are straightforward: MAEM
will provide Metromedia by the 10th day of each month with an
invoice setting forth the volume of gas sold during the preceding
month pursuant to each transaction and any other amounts due
under the Master Agreement.  All invoices were due and payable
without interest on the later of:

   (a) 15 days after receipt of the relevant invoice; or

   (b) the 25th day of the month in which the invoice was
       received.

Metromedia could pay an invoice 30 days after the Clause 7.2 due
date, but interest accrue on amounts not paid by the Clause 7.2
due date.  According to Ms. Elkin, on November 15, 2002, a First
Amendment to the Master Agreement extended the 30 days payment
term to 60 days, effective May 1, 2002, with regard to "all
payments due for deliveries commencing on or after May 1st 2002."

Failure to make payments on the due dates, without remedy within
10 business days after written notice of default, is considered
an Event of Default under the Master Agreement.  A Second
Amendment to the Master Agreement, dated December 6, 2002,
amended the cure period from 10 business days to 5 business days.

Ms. Elkin says that on November 2, 2001, MAEM and Metromedia also
entered into a Security and Lockbox Agreement.  Pursuant to the
Lockbox Agreement, the parties intended that all payments to
Metromedia from its customers for gas that had been supplied to
Metromedia by MAEM were the sole property of MAEM.  The lockbox
was intended to provide security and a regular flow of funds to
MAEM.  The funds deposited in the lockbox by Metromedia's
customers were to be provided first toward any amounts owing by
Metromedia to MAEM for its purchase of gas.  Only if MAEM's
accounts receivable were satisfied from the lockbox was any
remaining money to be disbursed to Metromedia.  However, that
situation never materialized.

Metromedia granted to MAEM a security interest in all gas
purchased by Metromedia's retail customers that was supplied to
Metromedia by MAEM and in any Proceeds and Payments generated
from Metromedia's resale of the gas supplied by MAEM.  That
security interest secured all obligations of Metromedia to MAEM,
including the obligation to pay MAEM for gas purchased under the
Master Agreement.  Metromedia also assigned to MAEM, "absolutely
and not merely as security," all payments from its customers for
gas purchased from Metromedia.

The parties agreed to establish two lockbox accounts and an
investment account for each lockbox, and that, simultaneous with
the execution of the Lockbox Agreement, Metromedia would instruct
in writing all of its customers for MAEM-supplied gas to pay all
Payments directly into the Lockbox Accounts.  Metromedia
warranted to MAEM that the Payments would be made without regard
to any set-off rights that the relevant customers could have
under any agreements with Metromedia.  Metromedia agreed not to
collect any Payments for MAEM-supplied gas sold to its customers,
and it further agreed that if it nonetheless received any
Payments directly, it would immediately transmit them to the
Lockbox Accounts, properly endorsed to MAEM.  Metromedia
specifically acknowledged that it would do so on behalf of MAEM,
and that it would hold any Payments in trust for MAEM.

Clause 5 of the Lockbox Agreement provided that the Lockbox
Accounts will be under the "sole dominion and control" of MAEM,
that neither Metromedia nor any entity claiming through
Metromedia will have "any right, title or interest in, control
over the use of, or any right to withdraw any amount from the
Lockbox accounts," and that MAEM will possess all right, title
and interest in and to all Items deposited into the Lockbox
Accounts, as well as the proceeds thereof.

Clause 9 of the Lockbox Agreement provided that the amounts in
the Lockbox Accounts could be applied on a daily basis against
amounts owed by Metromedia to MAEM for gas purchases.  If any
excess funds remained in the Lockbox Accounts after application
to all amounts owed MAEM, they were to be carried over to the
next daily period and held, along with new receipts, for payment
of further obligations of Metromedia to MAEM as the obligations
arose.

           Metromedia's Breach of the Master Agreement

Under the Master Agreement, MAEM and Metromedia entered into
numerous transactions for specific quantities of gas at specified
prices to be delivered at specified delivery points.  These
"Transactions," which typically were agreed in oral conversations
on recorded telephone lines, were documented in "Confirmations,"
as required by the Master Agreement.  Pursuant to these
Confirmations, MAEM delivered gas to Metromedia at agreed
delivery points, which gas Metromedia accepted.

Notwithstanding its consistent request for and acceptance of gas
provided by MAEM, Metromedia started to fail or delay to make
payments due pursuant to the Master Agreement and the relevant
Confirmations in November 2002.

As of that time, Ms. Elkin reports that MAEM was forced to write
monthly letters to Metromedia, reminding Metromedia of the
outstanding amounts and urging it to pay these amounts in
accordance with the payment terms set forth in the Master
Agreement and its Amendments.  In its letters, MAEM also reminded
Metromedia of MAEM's rights under the Master Agreement, including
its right to declare an Event of Default and exercise any or all
related remedies pursuant to the Master Agreement.

However, Metromedia continued to delay or fail to make the
payments that undisputedly were due.  At no point in time did
Metromedia complain to MAEM about the quality or delivery of the
gas or that MAEM's calculations of amounts due as set forth
in the monthly invoices were substantially incorrect.

Accordingly, on June 30, 2003, MAEM sent a delinquency letter to
Metromedia.  MAEM stated that, as of that day, Metromedia had
failed to pay, in total, $14,695,946 for the period of September
2002 through March 2003, and that the amount was past due and
payable under the Master Agreement.  MAEM further wrote that its
letter served as notice under the Master Agreement that
Metromedia had five business days -- until July 8, 2003 -- to pay
the $14,695,946, and that Mirant reserved the right to declare a
default and exercise the related remedies under the Master
Agreement should Metromedia fail to pay.

When Metromedia again failed to pay the amounts due, MAEM
notified Metromedia on July 8, 2003 that it was in default
pursuant to the Master Agreement.  Thus, pursuant to Section 13.1
of the Master Agreement, MAEM designated July 15, 2003 as the
Early Termination Date for all Transactions entered into pursuant
to the Master Agreement in its letter dated July 8, 2003.

The Master Agreement also provided that, upon termination of the
Master Agreement, any amounts or penalties due either party were
to be paid pursuant to the terms therein.  Any corrections or
adjustments to payments previously made were to be determined and
any refunds due were to be made at the earliest possible time,
and no later than 60 days following the termination.  That 60-day
period expired on September 13, 2003.

MAEM reconciled the outstanding amounts due from Metromedia,
including interest accrued to date, and as of September 12, 2003,
Metromedia owes MAEM $33,604,778.

           Metromedia's Breach of the Lockbox Agreement

Notwithstanding the clear provisions of the Lockbox Agreement, it
appears that some of Metromedia's customers did not make payments
directly into the Lockbox Accounts for gas supplied to Metromedia
by MAEM.  While some amounts were paid into the Lockbox Accounts,
they were far less than required for Metromedia to meet its
obligations to MAEM.

Upon information and belief, Ms. Elkin contends that Metromedia:

   (i) did not instruct all of its customers to remit payment
       directly to the Lockbox Accounts, in derogation of its
       unambiguous obligations under the Lockbox Agreement; and

  (ii) instead collected all or part of these payments itself
       and it did not deposit the payments into the Lockbox
       Accounts in the manner in which it was required to
       pursuant to the Lockbox Agreement's clear terms.

Thus, Metromedia thereby knowingly and willfully converted to its
own use funds that were MAEM's rightful property.  Metromedia's
breach of the Lockbox Agreement severely compromised MAEM's
security interest.  As a result, MAEM could not satisfy part of
the non-payments from funds in the Lockbox Accounts and these
amounts remain due and outstanding.

      MAEM Demands Turnover of Property, Damages, and Costs

Accordingly, MAEM asks Judge Gonzalez for a judgment that:

   (a) compels Metromedia, pursuant to Section 542 of the
       Bankruptcy Code, to turn over to the estate at least
       $33,604,778;

   (b) by reason of Metromedia's breach of the Master Agreement
       and fiduciary duties it owed to MAEM, entitles MAEM to
       damages in an amount to be finally determined at trial,
       but which, as of September 12, 2003, amount to at least
       $33,604,777.70; and

   (c) awards to MAEM pre-judgment interest, attorneys' fees and
       costs. (Mirant Bankruptcy News, Issue No. 15; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


MPS GROUP: Sells Manchester Business Unit to Right Management
-------------------------------------------------------------
MPS Group, Inc. (NYSE: MPS), a leading provider of specialty
staffing, consulting, and business solutions, announced the sale
of its career transition and executive development business unit,
Manchester, to Right Management Consultants.

MPS Group sold certain operating assets and transferred certain
operating liabilities to Right Management for $8 million in cash
while retaining the working capital of the business of
approximately $2 million.

"Our decision to sell Manchester is in keeping with our long-term
strategy of focusing on internal growth in our core Professional
and IT businesses, while pursuing strategic acquisitions primarily
in the legal, healthcare and finance/accounting markets," said
Timothy Payne, president and chief executive officer of MPS Group.
"Right Management Consultants is a quality company with a leading
position in the career transition and organizational consulting
markets, so we know our clients will continue to receive superior
service. We also believe that Right will be a great home for
Manchester's many talented employees."

"Over the course of the fourth quarter, we are encouraged by the
modest improvement we have seen in average days revenue and
billable consultant headcount across most of our business units,"
said Robert Crouch, chief financial officer of MPS Group. "We are
therefore pleased to reaffirm our previously provided fourth
quarter guidance of $265 million to $280 million in revenue and
$0.03 to $0.05 in diluted net income per common share, before the
accounting effects of the Manchester transaction. The Manchester
transaction will result in a non-cash, after-tax loss from the
sale of assets of $20.5 million, or $(0.19) per diluted common
share, thus we expect our diluted net loss per common share to be
in the range of $(0.14) to $(0.16)."

MPS Group (S&P, BB- Corporate Credit Rating, Stable) is a leading
provider of staffing, consulting, and solutions in the disciplines
of information technology, finance and accounting, law,
engineering, and healthcare. MPS Group delivers its services to
government entities and businesses in virtually all industries
throughout the United States, Canada, the United Kingdom, and
Europe. A Fortune 1000 company with headquarters in Jacksonville,
Florida, MPS Group trades on the New York Stock Exchange. For more
information about MPS Group, please visit http://www.mpsgroup.com/


NORTEL: Wins Contract with Oxford Networks for DMS-10 System
------------------------------------------------------------
Building on its rural market evolution initiative, Nortel Networks
(NYSE:NT)(TSX:NT) has signed up more than 400 service providers
for upgrade to the DMS-10 504 software release, which was accepted
for RUS listing in November 2003. These latest software
enhancements to Nortel Networks DMS-10 carrier-class switching
system are designed to help independent operating companies
deliver new revenue-generating services, reduce operational and
capital expenses, and increase security.

Nortel Networks has also announced that Oxford Networks, an IOC
serving over 30,000 residential and business customers throughout
Southern and Western Maine, has agreed to expand its network with
a fifth DMS-10 system. This additional switch is expected to be a
key component of Options(TM), a new offering from Oxford Networks
designed to provide advanced voice, data, and entertainment
services to virtually every home and business in Lewiston and
Auburn, Maine.

Oxford Networks is extending its extensive fiber network in
Lewiston and Auburn to deploy fiber-to- the-premise, together with
Nortel Networks DMS-10. Oxford Networks plans to use this
extension to offer new choices in communications services and
enhanced data infrastructure in these communities.

"Oxford Networks has evolved with the communities we serve, taking
the lead in identifying customer needs and offering innovative
solutions," said Rick Anstey, president and chief executive
officer, Oxford Networks. "Nortel Networks long-term commitment to
the rural market allows us to invest in the DMS-10 with
confidence, knowing that we can reliably provide our customers
with the communications choices they need. We will continue to
invest in Nortel Networks DMS-10 because it enables us to plan our
network evolution cost-effectively, including future support for
voice over IP."

In August 2002, Nortel Networks introduced enhancements to its
voice over IP portfolio designed to enable IOCs to effectively
evolve smaller networks to a more cost-effective packet
infrastructure. Based on Nortel Networks studies, these
enhancements can reduce an IOC's network migration costs by up to
40 percent while enabling delivery of new multimedia services.
Nortel Networks plans to continue the DMS-10's circuit-to-packet
evolution strategy with upcoming 600 Series software releases that
will enable new voice over IP capabilities, supporting the
evolutionary requirements of Nortel Networks large base of DMS-10
customers.

"The DMS-10 voice over IP enhancements are part of an ongoing
initiative to help our large base of rural market customers evolve
their networks to a more cost-effective packet infrastructure at
their own pace, preserving existing investments while laying the
foundation for new, multimedia services in the future," said Al
Safarikas, vice president of marketing, Wireline Networks, Nortel
Networks.

Nortel Networks DMS-10 504 software release includes Simultaneous
Ringing, Telemarketer Call Screening, and other revenue-generating
services. It also includes a new ESMA line peripheral that doubles
the number of individual digital loop carriers (DLC) supported per
frame; Facility Naming with labels descriptive of the type and
associated routing; and Alarm Dispatch for automatic dispatch of
technicians in response to carrier-programmable alarms.

"Nortel Networks ongoing investment in the DMS-10, coupled with
our leadership position in the voice over IP market, will help
IOCs deliver the same quality services to subscribers in rural
markets that are available to subscribers in major urban centers,"
Safarikas said.

To support the rural market, Nortel Networks continues to enhance
its DMS-10 to help IOCs meet the needs of rural subscribers.
Nortel Networks DMS-10 503 software release, which became
generally available in September 2002, gained significant momentum
in the rural market with more than 1,100 Nortel Networks DMS-10s
in North America upgraded and placed into service on the DMS-10
503 software release.

Nortel Networks plans to announce content for the DMS-10 505
software release in early 2004, with general availability in the
fourth quarter of 2004. This is expected to be the last 500 Series
software release. The next release to follow will be the 600
Series, which will enable voice over IP capability on the DMS-10.

Nortel Networks has a long history of working with service
providers to meet the needs of rural subscribers. More than 700
customers have deployed DMS-10 in North America alone,
representing more than six million subscriber lines.

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


NPS PHARMA: Names Alan Rauch, MD as SVP for Clinical Research
-------------------------------------------------------------
NPS Pharmaceuticals, Inc. (Nasdaq: NPSP) initiated a Phase IIa
clinical study with its proprietary broad spectrum neuromodulator,
isovaleramide (NPS 1776), to evaluate the compound's potential as
an acute therapy for migraine headaches.  The double-blind,
placebo-controlled trial is designed to assess the effectiveness
of a single oral administration of a low dose or a high dose of
isovaleramide in the relief of migraine pain and associated
symptoms, such as nausea and sensitivity to light or sound.
Approximately 200 patients will be enrolled in the study at
clinical sites throughout North America.

Alan Rauch, M.D., has also been appointed as NPS' Senior Vice
President, Clinical Research and Medical Affairs, and Chief
Medical Officer. Dr. Rauch, who received his M.D. from the
University of North Carolina, comes to NPS with many years of
scientific, medical, and business experience with both small
biomedical and large pharmaceutical companies.  He served most
recently as Director, Medical Science at Hoffman-LaRoche, Inc.
where he was involved with global drug development of early and
late-stage infectious disease therapies.  Prior to that, Dr. Rauch
was CEO of Galaxy Biomedical Services, a Houston, Texas-based
provider of consulting and interim management services for
pharmaceutical and biotechnology companies.  He has also served
as Senior Vice President, Clinical Affairs for Miravant
Pharmaceuticals of Santa Barbara, California, and as Director,
Medical Affairs, Anti-infectives and Anti-virals at GlaxoWellcome,
Inc. in Research Triangle Park, North Carolina.  In his new
position at NPS, Dr. Rauch will be responsible for the company's
clinical operations and medical affairs activities, and will
oversee medical writers, safety surveillance managers, risk
managers, and product physicians.  Dr. Rauch will work primarily
from his office at the company's facilities in Parsippany, New
Jersey.

NPS (S&P, B- Corporate Credit and Senior Unsecured Debt Ratings,
Stable) discovers, develops and intends to commercialize small
molecules and recombinant proteins as drugs, primarily for the
treatment of metabolic, bone and mineral, and central nervous
system disorders.  The company has drug candidates in various
stages of clinical development backed by a strong discovery
research effort.  Additional information is available on the
company's Web site at http://www.npsp.com/


PACIFIC GAS: Intends to Refinance Portion of Utility Costs
----------------------------------------------------------
In a joint filing made Monday night at the California Public
Utilities Commission, Pacific Gas and Electric Company and The
Utility Reform Network announced an agreement for PG&E to seek to
refinance a portion of its utility costs after emerging from
Chapter 11 under its proposed settlement plan. The refinancing
could potentially save customers approximately $1 billion in lower
interest rates and tax savings.

The joint filing notes that the compromise plan should be included
as modifications to Commission President Michael Peevey's
Alternate Proposed Decision #2, which should then be adopted by
the Commission at its meeting on Thursday, December 18. PG&E
believes that the adoption of these modifications will resolve all
the issues before the CPUC and the Bankruptcy Court.

Under the terms of this PG&E-TURN filing, which is based on
language from the Alternate Decision of Commissioner Geoffrey
Brown, Pacific Gas and Electric Company would emerge from Chapter
11 under the proposed settlement agreement it reached with the
CPUC staff, with the changes recommended in the Peevey Alternate
Decision. After implementing the settlement agreement and emerging
from Chapter 11, the utility would, if certain conditions are
satisfied, seek to refinance the remaining amount of the
Regulatory Asset and the associated taxes through a securitized,
dedicated rate component.

Refinance of the Regulatory Asset with a DRC would occur only if
state legislation is enacted authorizing the creation of a DRC in
a manner satisfactory to the CPUC, TURN, and PG&E (suggested
language acceptable to PG&E and TURN was included in the filing).
In addition, the CPUC must first determine that the refinancing
will save customers money compared to the Regulatory Asset
currently included in the bankruptcy plan. Based on current
interest rates, the parties believe that $1 billion in customer
savings potentially could be achieved over the life of the DRC, if
current economic conditions do not change significantly. Also, the
DRC could not adversely affect PG&E's investment grade credit
ratings after emerging from Chapter 11, and PG&E would be
permitted to rebalance its capital structure after receiving the
proceeds of the securitization.

If PG&E and TURN's compromise plan is accepted as a modification
to Peevey Alternate #2, PG&E and TURN have agreed not to oppose
Commission adoption of the decision. Under this Alternate, Pacific
Gas and Electric Company will still be able to provide its
customers with immediate, significant rate reduction, estimated to
be more than $670 million beginning in January 2004.


PG&E NATIONAL: Wheelabrator's Request for Decision on Pact Nixed
----------------------------------------------------------------
Wheelabrator North Andover Inc. owns and operates a solid waste-
fueled electric power generating facility in North Andover,
Massachusetts.  Wheelabrator obtains half of its solid waste
necessary to fuel the Facility from 23 communities in
northeastern Massachusetts.  Each of these communities has
entered into an essentially identical Service Agreement with
Wheelabrator, each dated as of April 8, 1981.  Under the terms of
the Service Agreements, the North East Solid Waste Committee,
which is composed of the 23 communities, pays service fees to
Wheelabrator for the disposal of their solid waste on a pro rate
basis in accordance with the annual tonnage of solid waste that
each community delivers or is obligated to deliver to
Wheelabrator.

Wheelabrator and USGen New England Inc. are parties to a power
purchase agreement, whereby Wheelabrator is obligated to sell to
USGen all the electric energy generated by the Facility.  USGen
is obligated to buy from Wheelabrator all of the Energy, except
for the electric energy necessary for the Facility's operation
and subject to a "Steam Utilization Right."  The Steam
Utilization Right gives Wheelabrator the right to sell or
otherwise utilize 30% of the average monthly steam produced by
the Facility for purposes other than the generation of
electricity.  The payments that Wheelabrator receives from USGen
for the Energy under the PPA represent 20% of the total revenue
necessary to operate and maintain the Facility.  Accordingly, the
loss of the Energy Revenues would significantly harm Wheelabrator
operations at the Facility.

Under the terms of the Service Agreements, Wheelabrator and NESWC
communities share in the Energy Revenues, with 10.5% allocated to
Wheelabrator and 89.5% allocated to the NESWC communities.  The
NESWC communities' portion of the Energy Revenues operates as an
offset to the Service Fees due under the Service Agreements.
Under the formula for calculation of the Service Fees, the NESWC
communities are required to pay Wheelabrator for:

   (a) the cost of operating and maintaining the Facility to
       provide for the disposal of the solid waste generated in
       the communities;

   (b) the full cost of the construction of the Facility; and

   (c) certain other costs.

Under the PPA, the Energy is delivered and billed to USGen on a
monthly basis and payment for all bills is required within 30
days of receipt of the bill.  The NESWC communities' portion of
the Energy Revenues from the bills is substantial, averaging
between $500,000 to $800,000 per month.

The PPA contains a creditworthiness provisions under which USGen
must maintain an investment grade rating of either Baa3 or higher
from Moody's Investors Service or BBB from Standard & Poor's for
its long term senior unsecured or other corporate debt.  If USGen
is downgraded below this investment grade rating by Moody's and
S&P, this creditworthiness provision requires USGen to either:

   -- provide guarantee from one of its affiliates who meets the
      investment grade criteria for the "Credit Amount"; or

   -- provide an irrevocable letter of credit or surety bond
      from a financial institution for the "Credit Amount".

The "Credit Amount" is an amount equal to the sum of the bills
for the Energy for the four months before the need to determine
the Credit Amount.

In October 2002, USGen was downgraded below the requisite
investment grade rating by Moody's and S&P.  USGen did not obtain
either a guaranty or a letter of credit for the Credit Amount, as
it was required to do under the PPA.  This clear contractual
obligation remained unfulfilled as of the Petition Date.  Had
USGen fulfilled this obligation, the immediate assumption or
rejection of the PPA by USGen would be unnecessary and the 23
NESWC communities would not be facing the possibility of having
to make further cuts in their already strained operating budgets.

The last monthly bill invoiced to USGen before the Petition Date
was the June 2003 bill amounting to $866,266.  Of the total
amount of the Final Prepetition Bill, $777,953 is allocated to
NESWC under the Service Agreement, and the remainder is to be
retained by Wheelabrator.  To date, the Final Prepetition Bill
remains unpaid and USGen has indicated to Wheelabrator that it
only intends to pay the Prepetition Bill upon a Court order that
it must do so in its bankruptcy proceeding.

The pricing terms of the PPA allows USGen to purchase the Energy
at a 10% discount below USGen's incremental cost of fuel during
peak periods and 20% discount below the New England Spot Price
during off-peak periods.  The PPA is extremely advantageous that
it allows USGen to purchase the Energy at below market rates.
Accordingly, USGen should be in a position to quickly determine
whether the PPA is a contract that it wants to assume or reject.

By this motion, Wheelabrator asks the Court to:

   (a) compel USGen to assume or reject the PPA;

   (b) require adequate assurance of future performance of the
       PPA by USGen pending its decision to assume or reject the
       PPA in the form of:

       -- prompt payment of the June 2003 invoice;

       -- prompt payment of the July 2003 invoice; and

       -- prompt payment of any subsequent invoices submitted to
          USGen under the PPA.

Wheelabrator does not intend to continue delivering the Energy to
the Debtors without adequate assurance of timely performance in
accordance with the PPA.

                          USGen Objects

Section 365(d)(2) of the Bankruptcy Code provides that a debtor-
in-possession may assume or reject an executory contract "at any
time prior to the confirmation of a plan of reorganization".  In
the interim, the non-debtor parties to executory contracts are
required to perform their postpetition obligations under the
contract as long as the debtor in possession performs its own
postpetition obligations, John Lucian, Esq., at Blank Rome LLP,
in Baltimore, Maryland, tells Judge Mannes, citing Data-Link
Sys., Inc. v. Whitcomb & Keller Mortgage Co., Inc. (In re
Whitcomb & Keller Mortgage Co., Inc.), 715 F.2d 375, 378 (7th
Cir. 1983).

Section 365(d)(2) also permits the Court, at the request of a
party to an executory contract, to order the debtor "to determine
within a specified period of time whether to assume or reject
such contract or lease."

According to Mr. Lucian, Wheelabrator has suffered little or no
harm in not knowing USGen's intentions with respect to the PPA.
USGen has been and remains current on all postpetition payment
obligations under the PPA, and intends to remain current on the
postpetition obligations.  Mr. Lucian says that there is
absolutely no reason to believe that USGen will not continue to
meet its payment obligations.  Moreover, USGen was current on its
prepetition payment obligations under the PPA but for the June
2003 invoice, received shortly before the Petition Date.  A
single outstanding prepetition invoice for a one-month period
does not warrant the compelled assumption or rejection of the
PPA.

With respect to the 20% total revenue necessary to operate and
maintain the Facility, Wheelabrator alleges that the loss of
these payments would significantly harm its operations at the
Facility.  Mr. Lucian contends that it is Wheelabrator's
responsibility to fulfill any contractual obligations it has with
the NESWC Communities.  Mr. Lucian points out that USGen is not
in privity of Wheelabrator's contract with the NEWSC Communities.
Therefore, USGen has no direct contractual obligation to the
NEWSC Communities.  Wheelabrator is contractually responsible for
meeting its obligations under the Service Agreements with the
NEWSC Communities, not USGen.  In addition, the NEWSC Communities
are not USGen's creditors and lack standing to assert any claim
against the estate.  Notwithstanding, USGen's continued payment
of all of its postpetition payment obligations reflects its
commitment to honoring the terms of the PPA.

Mr. Lucian maintains that the adequate assurance asked by
Wheelabrator includes the payment of prepetition amounts, which
is tantamount to "critical vendor" treatment.  Based on the
Court's explicit ruling with respect to USGen's Critical Vendor
Motion, Wheelabrator does not qualify as a critical vendor.  Mr.
Lucian states that this veiled attempt to circumvent the Court's
ruling by asking payment of prepetition obligations vis-a-vis
"adequate assurance" should not be condoned and Wheelabrator's
request should be denied.

                          *     *     *

Judge Mannes denies Wheelabrator's request to compel USGen's
decision on the Contract.

USGen has agreed to pay any undisputed future invoices for
postpetition goods and services within seven calendar days of
receipt. (PG&E National Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PIONEER NATURAL: Arranges New $700-Million Sr. Credit Facility
--------------------------------------------------------------
Pioneer Natural Resources Company (NYSE:PXD) announced the closing
of a new $700 million five-year unsecured revolving senior credit
facility, replacing its existing $575 million unsecured facility
scheduled to mature in March of 2005.

The new credit facility has terms consistent with investment grade
rated companies, and will be utilized to refinance Pioneer's
existing credit facility and for ongoing working capital and
general corporate purposes.

A banking syndicate Co-Arranged by J.P. Morgan Securities Inc. and
Wachovia Capital Markets, LLC will finance the new credit
facility. Other agent titled roles include JPMorgan Chase Bank as
Administrative Agent, Wachovia Bank National Association as
Syndication Agent, and Bank of America, N.A., Bank One, N.A.,
Fleet National Bank, and Wells Fargo Bank, N.A. as
Co-Documentation Agents. The facility was significantly
oversubscribed and was syndicated to 26 banks.

Timothy L. Dove, Executive Vice President and CFO, said, "We are
delighted to have such overwhelming support from the financial
community. All 26 of the financial institutions that were
contacted participated in this transaction. The 100% success rate
of our syndication reflects our strong financial condition, our
successful track record in terms of operational performance and
confidence in our plan going forward. This credit facility coupled
with significant excess cash flow over normal capital requirements
during the next few years provide us with substantial liquidity
and flexibility as we execute our strategy to deliver value-adding
growth for Pioneer."

Pioneer (S&P, BB+ Senior Unsecured Debt Rating, Positive) is a
large independent oil and gas exploration and production company
with operations in the United States, Canada, Argentina, South
Africa, Gabon and Tunisia. Pioneer's headquarters are in Dallas.
For more information, visit Pioneer's Web site at
http://www.pioneernrc.com/


PLAINS ALL AMERICAN: Will Acquire Shell's Stake in Pipeline Cos.
----------------------------------------------------------------
Plains All American Pipeline, L.P. (NYSE: PAA) has signed a
definitive agreement to acquire all of Shell Pipeline Company LP's
interests in SPLC Capline Company and SPLC Capwood Company, the
principal assets of which are interests in the Capline and Capwood
pipeline systems.

The total purchase price for the transaction is approximately $158
million, excluding transaction costs and any crude oil inventory
and line fill requirements.  The transaction is subject to the
performance of customary due diligence and receipt of regulatory
approvals and is expected to close within the next 45 to 90 days.

"The acquisition of the Capline and Capwood interests provides
Plains All American with a direct pipeline link to crude oil
markets in the Midwestern U.S.," said Greg L. Armstrong, Chairman
& Chief Executive Officer of the Partnership.  "These assets are a
complementary balance to our Cushing related transportation and
storage assets as they provide the Partnership with an additional
means to participate in the increasing movements of crude oil into
PADD II from the south.  Over the long term, as onshore domestic
oil production continues to deplete, we believe these assets are
well-positioned to benefit from increasing volumes of crude oil
from the Gulf of Mexico or from foreign imports."

The principal asset of SPLC Capline Company is an approximate 22%
undivided joint interest in the Capline Pipeline System, a 633-
mile, 40-inch mainline crude oil pipeline originating in St.
James, Louisiana and terminating in Patoka, Illinois.  The Capline
system is one of the primary transportation routes for crude oil
shipped into the Midwestern U.S., accessing over 2.7 million
barrels of refining capacity.  With a total system operating
capacity of 1.14 million barrels per day of crude oil,
approximately 248,000 barrels per day are subject to the interest
being acquired by the Partnership.  For the first nine months of
2003, throughput on the interest being acquired averaged
approximately 139,000 barrels per day.  Armstrong noted that, for
a variety of reasons, SPLC's Capline interest has provided the
swing transportation service for shipments on the Capline system.

The principal asset of SPLC Capwood Company is an approximate 76%
undivided joint interest in the Capwood Pipeline System, a 57-
mile, 20-inch mainline crude oil pipeline originating in Patoka,
Illinois and terminating in Wood River, Illinois.  The Capwood
system has an operating capacity of 277,000 barrels per day of
crude oil.  Of that capacity, approximately 211,000 barrels per
day are subject to the interest being acquired by the Partnership.
For the first nine months of 2003, throughput on the interest
being acquired averaged approximately 112,000 barrels per day.

The Partnership has sufficient immediate availability under its
revolving credit facilities to consummate this transaction and,
consistent with its financial growth strategy, intends to fund the
transaction with 50% equity.

Plains All American Pipeline, L.P. (S&P, BB+ Senior Unsecured
Rating, Positive) is engaged in interstate and intrastate crude
oil transportation, terminalling and storage, as well as crude oil
and LPG gathering and marketing activities, primarily in Texas,
California, Oklahoma and Louisiana and the Canadian Provinces of
Alberta and Saskatchewan. The Partnership's common units are
traded on the New York Stock Exchange under the symbol "PAA".  The
Partnership is headquartered in Houston, Texas.


QWEST COMMS: Shareholders Re-Elect Three Directors to Board
-----------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q), Tuesday held
its annual shareowners' meeting at the Denver Center for the
Performing Arts and announced preliminary voting results.  At the
meeting, shareowners re-elected three directors.

The three re-elected are Richard C. Notebaert with 96.15% voting
in favor, Philip F. Anschutz, with 79.77% voting in favor, and
Frank P. Popoff, with 90.29% voting in favor.

Shareowners also approved the amended and restated Employee Stock
Purchase Plan, with 95.69% voting in favor, and voted for
stockholder proposals that:

     *  The company exclude as a factor in determining annual or
        short-term incentive compensation for executive officers
        any impact on our net income from pension credits, with
        96.01% voting in favor;

     *  Take necessary steps to eliminate the classification of
        terms of Qwest's Board of Directors, with 96.85 percent
        voting in favor, and;

     *  Call for shareholder approval of future employment
        agreements with the company's executive officers that,
        upon termination of employment, provide cash and non-
        standard benefits exceeding three times the sum of a given
        executive's base salary plus target bonus, with 96.62%
        voting in favor.

To succeed, the proposals required the affirmative vote of a
majority of the shares present and entitled to vote.

Shareowners also disapproved of four other proposals, including:

     *  Requesting that the company adopt a policy of nominating
        director candidates such that, if elected, a substantial
        majority of directors would be independent, which was
        disapproved by shareholders with 36.37% voting in
        favor.  The company had noted in its proxy statement
        that its governance guidelines already require that its
        board of directors consist predominantly of independent
        directors.

     *  Requesting that the company adopt a policy that all future
        stock option grants to senior executives have an exercise
        price that is indexed to the stock prices of industry
        peers, which was disapproved by shareholders with 16.63%
        voting in favor;

     *  Requesting that Qwest adopt a policy that some portion of
        future stock option grants to senior executives have an
        exercise prices that is indexed to the stock prices of
        industry peers or is otherwise performance-based, which
        was disapproved by shareholders with 45.12% voting in
        favor.

     *  Requesting that the company establish a policy of
        expensing in its financial statements the costs of all
        future stock options issued by the company, which was
        disapproved by shareholders with 40.37% voting in favor.

Qwest also announced that its 2004 annual shareowners' meeting
will be held in the spring of 2004, subject to board approval.

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 47,000 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/


RADIO UNICA: Wants Lease Decision Period Extended Until March 30
----------------------------------------------------------------
Radio Unica Communications Corp., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
extend the time period within which they must determine whether to
assume, assume and assign, or reject their unexpired
nonresidential real property leases.

The Company's proposed chapter 11 plan provides for the sale of
substantially all of their assets pursuant to an asset purchase
agreement entered into by and among Radio Unica, Radio Unica
Corp., and certain subsidiary licensees and subsidiary operating
companies, and Multicultural Radio Broadcasting, Inc.  Among other
things, the Asset Purchase Agreement provides for the assignment
of certain nonresidential real property leases to Multicultural.

To facilitate the assignment of the Assigned Leases to
Multicultural, the Debtors have filed a motion to provide for the
assumption and assignment of the Assigned Leases to Multicultural.

The Assumption Motion provides that the assumption and assignment
of the Assigned Leases will be effective as of the closing date of
the transaction contemplated by the Asset Purchase Agreement.

The Debtors seek to extend their lease decision period through
March 30, 2004, to preserve their right to reject or assume the
Leases:

     i) if the Plan is not confirmed,

    ii) the Plan is confirmed outside of the 60 day statutory
        period set by section 365(d)(4) of the Bankruptcy Code,
        or

   iii) if the Debtors are unable to consummate their Plan prior
        to the Rejection Period and are required to reformulate
        their Plan.

The Debtors' continued use of the property leased, including
leased land for their broadcasting towers and production
facilities, is critical to their ongoing business operations until
the closing of the transaction contemplated by the Asset Purchase
Agreement.

Headquartered in Miami, Florida, Radio Unica Communications Corp.,
the only national Spanish-language AM radio network in the U.S.,
broadcasting 24-hours a day, 7-days a week, filed for chapter 11
protection on October 31, 2003 (Bankr. S.D. N.Y. Case No. 03-
16837).  Bennett Scott Silverberg, Esq., and J. Gregory Milmoe,
Esq., at Skadden Arps Slate Meagher & Flom, LLP represent the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $152,731,759 in total
assets and $183,254,159 in total debts.


REDBACK: Court to Consider Plan & Disclosure Statement Tomorrow
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
consider approval of Redback Networks, Inc.'s Disclosure Statement
and confirmation of the Reorganization Plan in a combined hearing
tomorrow in Phoenix.

As previously reported in the Troubled Company Reporter's
November 10, 2003 issue, the Debtor filed its Prepackaged Chapter
11 Plan with the Bankruptcy Court.

The combined hearing will take place at 10:00 a.m. tomorrow, at
the United States Bankruptcy Court, 2929 North Central Avenue,
10th Floor, Phoenix, Arizona 85012, Courtroom Number 6, before the
Honorable Charles G. Case, II.

During the combined hearing, the Court will consider the adequacy
of the Disclosure Statement, looking at whether it provided ample
information for all creditors to decide whether to accept or
reject the Plan.  The Court will then consider the merits of the
Plan and test its compliance with the 13 statutory requirements
set forth in 11 U.S.C. Sec. 1129(a).

Headquartered in San Jose, California, Redback Networks, Inc. is a
leading provider of advanced telecommunications networking
equipment. The Company filed for chapter 11 protection on
November 3, 2003 (Bankr. Del. Case No. 03-13359). Bruce Grohsgal,
Esq., Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., and G. Larry Engel, Esq., Jonathan N.P.
Gilliland, Esq., at Morgan Lewis & Bockius, LLP represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $591,675,000 in total
assets and $652,869,000 in total debts.


RESIDENTIAL ACCREDIT: Fitch Takes Rating Actions on 74 Classes
--------------------------------------------------------------
Fitch Ratings has upgraded seventeen classes and affirmed 74
classes for the following Residential Accredit Loans, Inc.
mortgage-pass through certificates:

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1997-QS7

        -- Class A, R affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 affirmed at 'AAA';
        -- Class M-3 affirmed at 'A+';
        -- Class B-1 affirmed at 'BB';
        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1998-QS4

        -- Class A, A-P, A-V, R affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 upgraded to 'AAA' from 'AA+';
        -- Class M-3 upgraded to 'A+' from 'A';
        -- Class B-1 upgraded to 'BB+' from 'BB';
        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 1999-QS13

        -- Class CB-1, CB-P, NB, A-P, A-V, R affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 affirmed to 'AA';
        -- Class M-3 affirmed to 'BBB';
        -- Class B-1 affirmed to 'BB';
        -- Class B-2 affirmed at 'CCC'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 2001-QS11

        -- Class A-1 - A-7, A-P, A-V, R affirmed at 'AAA';
        -- Class M-1 upgraded to 'AAA' from 'AA';
        -- Class M-2 upgraded to 'A+' from 'A';
        -- Class M-3 upgraded to 'BBB+' from 'BBB';
        -- Class B-1 affirmed at 'BB';
        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 2001-QS13

        -- Class A, R affirmed at 'AAA';
        -- Class M-1 upgraded to 'AAA' from 'AA';
        -- Class M-2 upgraded to 'AA' from 'A';
        -- Class M-3 upgraded to 'A' from 'BBB';
        -- Class B-1 affirmed at 'BB';
        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 2001-QS15

        -- Class A-1-A-6, A-P, A-V, R affirmed at 'AAA';
        -- Class M-1 upgraded to 'AAA' from 'AA';
        -- Class M-2 upgraded to 'AA' from 'A';
        -- Class M-3 affirmed at 'BBB';
        -- Class B-1 affirmed at 'BB';
        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 2001-QS16

        -- Class A-1 - A-7, A-P, A-V, R affirmed at 'AAA';
        -- Class M-1 upgraded to 'AAA' from 'AA';
        -- Class M-2 upgraded to 'AA-' from 'A';
        -- Class M-3 upgraded to 'A-' from 'BBB';
        -- Class B-1 affirmed at 'BB';
        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 2001-QS19

        -- Class A-1 - A-5, A-P, A-V, R affirmed at 'AAA';
        -- Class M-1 upgraded to 'AAA' from 'AA';
        -- Class M-2 upgraded to 'AA' from 'A';
        -- Class M-3 upgraded to 'BBB+' from 'BBB';
        -- Class B-1 affirmed at 'BB';
        -- Class B-2 affirmed at 'B'.

The upgrades reflect an increase in credit enhancement relative to
future loss expectations and the affirmations on the above classes
reflect credit enhancement consistent with future loss
expectations.


RESOURCE AMERICA: Will Publish Q4 and Year-End Results Tomorrow
---------------------------------------------------------------
Resource America Inc. (NASDAQ:REXI) will release its fourth
quarter and year end earnings tomorrow after the market closes and
will webcast live its quarterly conference call on Monday,
December 22, 2003 at 8:30 a.m. Eastern time.

All interested parties can access the live webcast from the
investor relations page of the Resource America, Inc. Web site by
going to http://www.resourceamerica.com/and clicking on 'investor
relations'. A replay of the webcast will be available on the same
website following the live call starting at 12:00 noon tomorrow
until midnight on Monday, January 5, 2004. A replay is also
available telephonically by calling 888-286-8010 and using
passcode 97563537.

Resource America Inc. (S&P, B Corporate Credit Rating, Negative)
is a proprietary asset management company that uses industry
specific expertise to generate and administer investment
opportunities for its own account and for outside investors in the
energy, real estate and equipment leasing industries. For more
information please visit its Web site at
http://www.resourceamerica.com/


SAFETY-KLEEN: Wants Clarification of Plan Confirmation Order
------------------------------------------------------------
The Safety-Kleen Debtors ask Judge Walsh to "clarify certain
findings of fact and conclusions of law" in the Order confirming
their First Amended Plan to confirm that they are authorized under
the Confirmation Order:

       (i) to enter into the proposed exit facility on
           substantially the terms set in the Final
           Term Sheet;

      (ii) to execute and deliver the Intercreditor
           Agreement among Bank of New York, as administrative
           agent for the Noteholders, Wells Fargo Foothill,
           Inc., Goldman Sachs Credit Partners L.P., and
           Silver Point Finance, LLC; and

     (iii) to declare the Effective Date of the Plan immediately
           upon the satisfaction or waiver of all the conditions
           to consummation of the Plan without the necessity to
           wait for December 31, 2003.

The Debtors believe that they are now poised to consummate the
Plan and emerge from Chapter 11.

After negotiating with the Exit Lenders over the past several
months, the Debtors reached agreement on the final terms of the
Exit Facility.  The Exit Lenders and the Steering Committee for
the Lenders, who are receiving the New Notes under the Plan, also
reached substantial agreement on the form of the Intercreditor
Agreement.  The Debtors, the Exit Lenders and the Steering
Committee are in the process of finalizing the documentation of
the various facilities, and the Debtors expect to be in a position
to close the Exit Facility and emerge from Chapter 11 during the
week of December 15th.

                         The Exit Facility

The Plan contemplates that the Reorganized Debtors would enter
into a four-year, $300,000,000 senior secured credit facility,
composed of:

       (i) a $125,000,000 revolver;

      (ii) a $60,000,000 letter of credit facility; and

     (iii) a $115,000,000 term loan to obtain the funds
           necessary for the Debtors' general working capital
           and capital expenditure requirements.

The Plan provides that the Debtors will file documents evidencing
the Exit Facility by the Confirmation Hearing.  The Confirmation
Order:

       -- approves the Exit Facility in substantially the form
          filed with the Bankruptcy Court; and

       -- authorizes the Debtors to execute the Exit Facility
          together with other documents as the Exit Lenders may
          reasonably require.

As of the confirmation hearing, the Exit Lenders' obligation to
finalize and extend the Exit Facility was subject to the Exit
Lenders' completion of and satisfaction with their business,
legal, and collateral due diligence, including a collateral audit
and review of the Reorganized Debtors' business plan.  These
reviews were underway as of the confirmation hearing date and
continued for several weeks after that.  As the Exit Lenders
completed their reviews, collateral audit and other due diligence,
they determined that the structure and pricing on the proposed
facility needed to be adjusted to reflect the results of the Exit
Lenders' final diligence.

                         The Final Term Sheet

Following additional negotiations among the Exit Lenders, the
Debtors and the Steering Committee, the Debtors received the Final
Term Sheet, which modified the structure of the proposed senior
secured credit facility to reflect the results of the completed
collateral audits and diligence reviews.  The salient terms of the
Final Term Sheet include:

       (a) Facilities.  Up to $295,000,000 in aggregate credit
           facility, whereby Foothill, Silver Point and Goldman
           Sachs would provide Safety-Kleen Systems with:

              (i) a $105,000,000 term loan;

             (ii) a revolving credit facility with an $85,000,000
                  maximum credit amount, including a $50,000,000
                  sub-limit for letters of credit and a
                  $10,000,000 sub-limit for borrowing in Canadian
                  currency by a Canadian Borrower; and

            (iii) a $105,000,000 letter of credit facility.

       (b) Interest Rates.  Amounts outstanding under the term
           loan would bear interest at LIBOR plus 7.50% with a
           2.50% LIBOR floor, paid current interest in cash,
           plus 10.00% per annum, paid in kind.  Advances
           outstanding under the revolving line of credit
           would bear interest at LIBOR plus 4.25%.

           Amounts outstanding under the letter of credit
           facility would bear interest at LIBOR plus 9.50%,
           with a 2.50% LIBOR floor -- plus bank issuance
           charges not to exceed 0.50%.

       (c) Collateral. The revolver will be secured by a first-
           priority perfected security interest in Systems'
           inventory and accounts receivable.  The letter of
           credit facility will be secured by a
           first-priority perfected security interest in:

              (i) substantially all of System's capital stock
                  and assets other than the Revolver Collateral;
                  and

             (ii) a second-priority lien on the Revolver
                  Collateral.

           The term loan will be secured by a second-priority
           lien on the L/C Facility Collateral and a third-
           priority lien on the Revolver Collateral.

                      The Intercreditor Agreement

Pursuant to the Plan, the U.S. prepetition lenders, as holders of
Allowed Class 3 Secured U.S. Lender Claims, will receive in full
satisfaction of their Claims New Common Stock and senior secured
second-lien notes in the aggregate principal amount of
$129,000,000.  The Plan and related documents contemplate that the
Exit Facility would be senior to the New Notes with respect to
collateral, and that the Exit Lenders, Noteholders and Reorganized
Debtors would negotiate and enter into an appropriate
intercreditor agreement.

The New Notes Term Sheet provides that the prepetition lenders
will have second-priority liens on all assets -- but limited to
65% of any first-tier foreign subsidiary's stock -- of Systems and
its parent companies and domestic subsidiaries, subject only to
the first lien of the proposed exit facility, or any permitted
refinancing, and an intercreditor agreement acceptable to the
noteholders and lenders under the Exit Facility.

Although there was no term sheet setting forth the specific terms
of the Intercreditor Agreement at the time of the confirmation
hearing, the Plan authorizes the Debtors to execute the Exit
Facility with such other documents as the Exit Lenders may
reasonably require.

The Debtors relate that the Exit Lenders and the Steering
Committee are proposing to enter into, and deliver at the closing
of the Exit Facility, an Intercreditor Agreement.  The
Intercreditor Agreement is a negotiated agreement between the Exit
Lenders and the Steering Committee, which sets forth the rights of
the Exit Lenders and the Noteholders vis-a-vis each other.  The
Intercreditor Agreement provides that:

       (i) each Noteholder will defer the payment of any
           and all obligations arising under the New Notes to
           the prior payment and satisfaction in full in cash of
           any and all indebtedness of Systems to any Exit
           Lender;

      (ii) the Noteholders' liens are junior to those of the
           Exit Lenders in terms of collateral position and
           priority of payment; and

     (iii) any cash interest payments provided for under the New
           Notes may be made during the term of the
           Intercreditor Agreement only if the Debtors satisfy
           certain financial and reporting requirements. (Safety-
           Kleen Bankruptcy News, Issue No. 70; Bankruptcy
           Creditors' Service, Inc., 215/945-7000)


SATURN (SOLUTIONS): First Quarter Fin'l Report Still Not Filed
--------------------------------------------------------------
Saturn (Solutions) Inc., said that there has been no material
change in the information nor any failure on Saturn's part to
fulfill its stated intentions contained in the notice of default
filed by Saturn on October 22, 2003 with the provincial securities
commissions.

Saturn has not filed its financial statements for the first
quarter ended August 31, 2003 within the prescribed time limit nor
has the Company mailed such statements to its shareholders. All
other material information concerning the affairs of Saturn has
been generally disclosed.

Should the financial statements not be issued by today, a general
cease trade order may be imposed against Saturn by the provincial
securities commissions.

                         *     *     *

Saturn's previously-announced assessment of strategic alternatives
available to the Company is continuing. These alternatives may
include an equity investment in Saturn, merger, partnership, joint
venture, sale, or a combination thereof. An announcement on the
outcome of the strategic review process will be made in due
course. However, Saturn undertakes no obligation to make any
announcement regarding its consideration of strategic alternatives
until an agreement, if any, has been signed or a decision not to
proceed with strategic alternatives is made.

Saturn further said that following Saturn's application, the
Irish courts have appointed a liquidator for Saturn Fulfilment
Services Limited, the Company's wholly-owned Irish subsidiary.
Saturn applied for the appointment of a liquidator in light of the
insolvency of its Irish subsidiary. Among the factors which led to
this development were: the departure from Ireland of several of
Saturn's major customers; a general decline in the Irish market; a
gain in strength of the Euro against the pound in late 2002 and
the first half of 2003, which undermined Saturn's efforts to
generate profitable new business in the United Kingdom; Saturn's
inability in July 2003 to resell inventory of a customer in
default to the Company; the loss of a major customer in August
2003; and an increase in rent at Saturn's main facilities in
Dublin. The financial impact on Saturn of the appointment of a
liquidator for Saturn Fulfilment Services cannot be determined at
this time.


SCM COMMS: S&P Withdraws B+ Class A Note Rating after Redemption
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on the
class A notes issued by SCM Communications CBO I Ltd., and managed
by Shenkman Capital Management Inc.

The rating was withdrawn following the complete redemption of the
class A notes on the Dec. 16, 2003 distribution date. The complete
redemption of the class A notes was a result of the liquidation of
the collateral pool so ordered by the class A noteholders, in
accordance with section 5.4 of the Indenture dated July 21, 1999.

                        RATING WITHDRAWN

                  SCM Communications CBO I Ltd.

                   Rating              Balance ($ mil.)
          Class   To     From         Orig.       Current
          A       NR     B+           220.475     0.000


SILICON GRAPHICS: Shareholders Approve 185-Million Share Issue
--------------------------------------------------------------
Silicon Graphics, Inc. (NYSE: SGI) announced that its stockholders
have approved all matters presented by the Company at its annual
meeting held on December 16, 2003.

These matters included the issuance of up to 185 million shares of
common stock in connection with SGI's exchange offer for its 5.25%
Senior Convertible Notes due 2004. Receipt of stockholder approval
satisfies a condition for SGI to complete the exchange offer. The
exchange offer also requires that the holders of at least 80% of
the convertible notes tender their notes before the expiration of
the offer on Friday, December 19, 2003 at midnight.

Other matters approved by SGI's stockholders at its annual meeting
included the re-election of three members of its Board of
Directors, an increase in the number of shares reserved for
issuance under its Employee Stock Purchase Plan, and an amendment
to the Company's certificate of incorporation to increase the
number of authorized shares from 500 to 750 million shares.

Noteholders are strongly advised to read the registration
statement, tender offer statement and other related documents when
they are filed with the Securities and Exchange Commission because
these documents contain important information. Stockholders and
noteholders may obtain a  free copy of these documents when
available from SGI or at the SEC's Web site at http://www.sec.gov/

Noteholders may obtain copies of the exchange offer materials when
available from MacKenzie Partners, the information agent for the
exchange offer, at 800-322-2885.

Silicon Graphics, Inc., manufactures servers (about 40% of sales)
as well as workstations used by customers ranging from scientists,
graphic artists, and engineers to large corporations and
government agencies. It also makes modeling and animation software
(through subsidiary Alias/Wavefront) and advanced graphics
computers that are used to create some of Hollywood's most
striking special effects. SGI has sold the supercomputer business
it acquired from Cray Research. It has also spun off its streaming
media software operations (Kasenna) and its microprocessor
business (MIPS Technologies).

At September 26, 2003, SGI's balance sheet shows a total
shareholders' equity deficit of about $211 million.


SK GLOBAL: Sovereign Asset Says SK Corp. Directors Should Resign
----------------------------------------------------------------
Sovereign Asset Management Ltd., which owns 41.3% of stock of
South Korea's largest oil refiner, SK Corp., remarks that SK
Corp. directors should resign for inadequate management.
Young-Sam Cho of Bloomberg News says Sovereign wants to get rid
of directors linked to SK Group, the nation's third-largest
diversified industrial group.

Sovereign has never taken a board seat, and it doesn't intend to
take a seat on SK Corp.'s board, Bloomberg's reports.  However,
Sovereign is intent on keeping its stake in the company, even if
it fails to vote out the directors opposed by foreign
shareholders.  Sovereign believes that SK Corp is not being
managed to its full potential, and that members of SK Corp.'s new
board of directors should be Korean. (SK Global Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLECTRON: Names Dave Purvis to Lead Design & Eng'g Services
------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and supply chain management services,
announced the appointment of Dave Purvis as executive vice
president, worldwide design and engineering services.

Purvis, who joined Solectron on Monday, is responsible for
worldwide design and engineering resources to provide high value,
innovative solutions for customers. He reports to Mike Cannon,
president and chief executive officer.

"With more than 30 years of experience, Dave will be instrumental
in further strengthening our design capabilities," Cannon said.
"Dave's strong engineering background and leadership skills will
help focus our design efforts in ways that add the most value to
our customers and to Solectron's financial results."

Purvis most recently was senior vice president and chief
technology officer at John Deere, where he successfully returned
four technology-based business divisions to profitability. Prior
to John Deere, Purvis worked 16 years at Allied Signal and
Honeywell, where he held various senior technology and engineering
roles. He was the leader of the engineering and technology
organization of the avionics and electronics business when Allied
Signal and Honeywell merged in 1999.

Purvis holds a bachelor's degree in applied mathematics from the
University of Illinois.

Solectron (S&P, B+ Corporate Credit Rating, Stable Outlook) --
http://www.solectron.com/-- provides a full range of global
manufacturing and supply chain management services to the world's
premier high-tech electronics companies. Solectron's offerings
include new-product design and introduction services, materials
management, product manufacturing, and product warranty and end-
of-life support. The company is based in Milpitas, California, and
had sales of $11 billion in fiscal 2003.


SOLUTIA INC: Files for Chapter 11 Protection in S.D. of New York
----------------------------------------------------------------
Solutia Inc. (NYSE: SOI), a leading manufacturer and provider of
performance films, specialty chemicals and an integrated family of
nylon products, and 14 of its U.S. subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York.

Solutia's affiliates outside the United States were not included
in the Chapter 11 filing. Solutia has approximately 6,700
employees worldwide.

During the Chapter 11 proceedings, Solutia's worldwide operations
will operate without interruption. The Company has taken steps to
ensure continued supply of goods and services to its customers. In
that regard, Solutia has received a commitment for up to $500
million in new debtor-in-possession financing, $350 million of
which will replace Solutia's current senior credit facility. Upon
Court approval, the DIP financing, combined with the Company's
cash from operations, will provide sufficient funding for
operations during the Chapter 11 process. Vendors will be paid in
full for all goods furnished and services provided after the
filing date as required by the Bankruptcy Code. The Company has
requested Court approval to continue to pay employees without
disruption and in the same manner as before the filing, and
expects the request to be granted as part of the Court's "first
day" orders.

The decision to file was made to obtain relief from the negative
impact on the Company caused by legacy liabilities, which include
litigation and settlement costs, environmental remediation and
Monsanto retiree healthcare obligations, Solutia was required to
assume when the Company was spun-off from the former Monsanto
Company, which is now known as Pharmacia, a wholly owned
subsidiary of Pfizer. These legal liabilities have been an
obstacle to Solutia's financial stability and success. Under the
U.S. Bankruptcy Code, these liabilities will be discharged as pre-
petition liabilities pursuant to a plan of reorganization.

"Solutia has spent approximately $100 million each year to service
legacy liabilities that it was required to accept at the time of
the spin-off from Monsanto," said John C. Hunter, chairman,
president and chief executive officer of Solutia. "We have taken
aggressive steps to offset these legacy costs and strengthen our
financial health by cutting more than $100 million from our
operating costs, working with Monsanto Corporation to resolve the
onerous Alabama PCB litigation, refinancing our credit facility
and beginning to restructure our broader debt portfolio.
Concurrently, we have made every effort to come to an out-of-court
resolution with Monsanto regarding these legacy liabilities.
However, these negotiations have not been successful.

"We simply could not continue to sustain our operations burdened
by Monsanto's legacy liabilities, which, combined with the
weakened state of the chemical manufacturing sector, current
economic conditions and the continuing high energy and crude oil
costs with unprecedented volatility, has prevented us from
realizing Solutia's true value," added Hunter. "Today's action
represents a significant step for Solutia, a turning point that
allows us to take control of our future. We believe that the
Chapter 11 process will give us a forum to shed these burdensome
liabilities and to compete on a more level playing field with
others in our industry.

"The protections afforded by Chapter 11 allow us to restore our
focus on operations, improve our balance sheet and realize the
full value of our businesses. In addition, the Company will be
better positioned to continue to provide its customers with the
high quality products and exceptional services they have grown to
expect from Solutia.

"When we successfully emerge from Chapter 11, Solutia's employees,
customers, and vendors can look forward to a company that can grow
and compete successfully in its marketplaces," Mr. Hunter said.
"We appreciate the ongoing loyalty and support of our employees.
Their dedication and hard work are critical to our success and
integral to the future of the Company. I would also like to thank
our customers, vendors and business partners for their continued
support during this process."

Additional information on Solutia's Chapter 11 reorganization is
available from the Company's Web site at http://www.Solutia.com/
The Company has also set up a toll free Reorganization Information
Line at 1-800-298-2303.

Solutia -- http://www.Solutia.com/-- uses world-class skills in
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day. Solutia
is a world leader in performance films for laminated safety glass
and after-market applications; process development and scale-up
services for pharmaceutical fine chemicals; specialties such as
water treatment chemicals, heat transfer fluids and aviation
hydraulic fluid and an integrated family of nylon products
including high-performance polymers and fibers.

Its Reorganization Web site is:

             http://www.solutia.com/reorganization/


SOLUTIA INC: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Solutia Inc.
             575 Maryville Center Drive
             St. Louis, MO 63166

Bankruptcy Case No.: 03-17949

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Solutia Business Enterprises Inc.          03-17948
     Solutia Systems, Inc.                      03-17950
     Solutia Overseas, Inc.                     03-17951
     CPFilms Inc.                               03-17952
     Solutia Management Company, Inc.           03-17953
     Monchem International, Inc.                03-17954
     Axio Research Corporation                  03-17955
     Solutia Investments, LLC                   03-17956
     Beamer Road Management Company             03-17957
     Monchem, Inc.                              03-17958
     Solutia Inter-America, Inc.                03-17959
     Solutia International Holding, LLC         03-17960
     Solutia Taiwan, Inc.                       03-17961
     Solutia Greater China, Inc.                03-17962

Type of Business: The Debtor produces and markets a variety of
                  high-performance chemical-based materials for
                  customers in the consumer, household,
                  automotive, pharmaceutical and  industrial
                  products industries.

Chapter 11 Petition Date: December 17, 2003

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Conor D. Reilly, Esq.
                  Richard M. Cieri, Esq.
                  Gibson, Dunn & Crutcher, LLP
                  200 Park Avenue
                  New York, NY 10166
                  Tel: 212-351-4000

Total Assets: $2,854,000,000

Total Debts:  $3,223,000,000

Debtors' 50 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
JPMorgan Chase Bank, as       Indenture Trustee     $300,000,000
Trustee                       for 7.375%
Institutional Trust Services  Debentures due
4 New York - 15th Floor       2027
New York, NY 10004

HSBC Bank of USA              Indenture Trustee     unliquidated
Issuer Services, as Trustee   for 11.25%
452 Fifth Avenue              Secured Notes
New York, New York 10018      Due 2009

KBC Bank NV, as Principal     Guarantee of Bond     $200,000,000
Paying Agent                  Debt
Havenlaan 2
1080 Brussels Belgium

JPMorgan Chase Bank, as       Indenture Trustee
Trustee                       for 6.72%
Institutional Trust Services  Debentures due 2037   $150,000,000
A New York Plaza -15th Floor
New York, New York

UCB S.A.                      Contract Claim         $29,243,440
Allee de la Recherche 60
1070 Brussels, Belgium

Kasowitz, Benson, Torres &    Litigation Claim       $25,000,000
Friedman LLP, as Escrow
Agent for the Abernathy
Plaintiffs
1633 Broadway
New York, New York

Gentle, Pickens, Eliason,     Litigation Claim       $25,000,000
Turner & Ritondo, as
Settlement
Administrator for the Tolbert
Plaintiffs
2 North 20th Street, Suite 1200
Birmingham, AL 35203

Equistar Chemicals LP         Trade debt              $5,386,728
One Houston Center, Suite
1600
1221 McKinney Street
P.O. Box 2583
Houston, TX 77252-2583

Dupont                        Trade debt              $5,332,488
Barley Mill Plaza 26-1206
P.O. Box 80026
Wilmington, DE 19880-0026

El Paso Merchant Energy       Trade debt              $4,749,537
1001 Louisiana Street
Houston, TX 77252-2511

Shell Chemical Co.            Trade debt              $4,465,787
One Shell Plaza, Suite 1980
P.O. Box 2463
Houston, TX 77252

Huntsman Petrochemical Corp.  Trade debt              $3,795,197
3040 Post Oak Boulevard
Houston, TX 77056

Chevron Phillips Chemical Co  Trade debt              $3,441,229
10001 Six Pines Drive
P.O. Box 4910
The Woodlands, TX 77380

BASF Corporation              Trade debt              $2,916,321
3000 Continental Drive North
Mount Olive, NJ 07828-1234

Celanese Ltd.                 Trade debt              $1,842,192
1601 West LBJ Freeway
P.O. Box 819005
Dallas, TX 75234

Dupont Teijin Films           Trade debt              $1,806,181
Hopewell Site, Discovery Drive
P.O. Box 411
Hopewell, VA 23860

Valero Marketing & Supply Co. Trade debt              $1,763,750
One Valero Way
P.O. Box 500
San Antonio, TX 78249

Toray Plastics                Trade debt              $1,736,149
50 Belver Avenue
No. Kingstown, RI 02852-7520

Kelley Services Inc.          Trade debt              $1,679,215
999 W. Beaver Rd
Troy, MI 48084

Mitsubishi International      Trade debt              $1,637,629
201 Hood Road
P.O. Box 1400 Greer, SC 29652

EDS Corp.                     Trade debt              $1,475,324
575 Maryville Centre Drive
P.O. Box 14947
St. Louis, MO 63150-4947

PPG Industries Inc.           Trade debt              $1,209,213
P.O. Box 40162
Atlanta, GA 31192-0162

Sud-Chemie Inc.               Trade debt              $1,205,259
P.O. Box 2913
Bedford Park, IL 60499-2913

Monsanto Company - E2NE       Trade debt              $1,026,180
800 North Lindberg Boulevard
St. Louis, Missouri 63167

Ethox Chemicals Inc.          Trade debt                $835,061
P.O. Box 5094 STA B
Greenville, SC 29606

Dynamic Industries Inc.       Trade debt                $806,358
P.O. Box 58835
20710 Gulf Frwy Suite 30
Webster, TX 77598-8835

Millennium Petrochemicals     Trade debt                $731,084
Inc.
20 Wright Avenue, Suite 100
Hunt Valley, MD 21030

Minnesota Life Insurance Co.  Trade debt                $673,379
400 Roberts Street N.
Saint Paul, MN 55101

JLM Industries Inc.           Trade debt                $660,164
8675 Hidden River Parkway
Tampa, FL 33637

Rhodia Inc.                   Trade debt                $590,171
259 Prospect Plains Road
Cranbury, NJ 08512-7500

Univar Ltd                    Trade debt                $578,592
8500 W. 68th Street
Bedford Park, IL 60501

Methanex Methanol Co.         Trade debt                $568,803
15301 Dallas Parkway, Suite
1150
Addison, TX 75001

Continental Nitrogen &        Trade debt                $555,569
Resources
12955 Courthouse Blvd.
Rosemount, MN 55068

Rothmax USA Inc.              Trade debt                $548,771
803 Main Street
Riverton, NJ 08077

Bekins Distribution Center    Trade debt                $533,079
1153 Triview Ave.
Sioux City, IA 51103

CIBA Specialty Chemicals      Trade debt                $529,119
Corp
540 White Plains Road
P.O. Box 2005
Tarrytown, NY 10591-9005

Tennessee Valley Authority    Trade debt                $477,002
400 West Summit Hill Drive
Knoxville, TN 37902-1499

Ferro Corporation             Trade debt                $465,900
7061 East Pleasant Valley Road
Independence, OH 44131

Ellis Carstarphen &           Professional services     $462,088
Dougherty
720 North Post Oak, Suite 330
Houston, TX 77061

Austin Industrial             Trade debt                $422,232
8031 Airport Blvd.
Houston, TX 77061

TOSCO Corp.                   Trade debt                $420,783
1400 Park Avenue
Linden, NJ 07036

DH Compounding                Trade debt                $418,424
1260 Carden Farm Drive
Clinton, TN 37716

Maxim Crane Works             Trade debt                $410,747
401 N. 16th Street
La Porte, Texas 77571

Hubbard & Drake               Services                  $388,527
1002 5th Ave SE
P.O. Box 1867
Decatur, AL 35602

Premcor Refining Group Inc.   Trade debt                $383,608
1700 East Putnam Avenue D
Old Greenwich, CT 06870

Standard Corporation          Trade debt                $378,384
1400 Main Street, Palmetto
Bilding Suite 1300
Columbia, SC 29201

CSX Transportation Inc.       Trade debt                $367,649
301 W. Bay St., 21st Floor
Jacksonville, FL 32202

Meredith Corp.                Trade debt                $364,171
1716 Locust Street
Des Moines, IA 50309-3023

Borden Chemical               Trade debt                $347,217
180 East Broad St.
Columbus, OH 43215

Gentle, Pickens, Eliason,     Litigation Claims     unliquidated
Turner & Ritondo, as
Settlement Administrator for
the Owens Plaintiffs
Suite 1200
Two North Twentieth Building
2 North 20th Street
Birmingham, AL 35203


SPECTAGUARD ACQUISITION: S&P Assigns B+ Rating to New Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
SpectaGuard Acquisition LLC's proposed supplemental senior secured
credit facilities of up to $55 million. SpectaGuard, a security
officer services provider, conducts its business under the name
Allied Security.

Proceeds of the new facilities, along with $15 million of
incremental subordinated notes and $12 million of new common
equity, will be used to finance the company's recently announced
acquisition of Professional Services Bureau and the potential
acquisitions of two other security services companies.

Standard & Poor's also affirmed its 'B+' corporate credit and
senior secured bank loan ratings on SpectaGuard.

The outlook is stable.

King of Prussia, Pennsylvania-based SpectaGuard had about $142
million of total debt outstanding at Sept. 30, 2003.

The rating on the proposed supplemental credit facilities is based
on preliminary terms and is subject to review upon final
documentation. These facilities comprise an increase of up to $10
million in the company's existing $20 million revolving credit
facility and a supplemental term loan facility of up to $45
million. Approximately $30 million of the $45 million supplemental
term loan will be drawn at closing, and the remaining $15 million
will be available for delayed draw through March 31, 2004, to fund
permitted acquisitions.

The increased bank loan continues to be rated the same as the
corporate credit rating because Standard & Poor's believes that
lenders could expect meaningful, but less than full, recovery of
principal in a distressed scenario.

The proposed acquisitions will provide SpectaGuard with increased
scale in its existing business, particularly in the New England
and metropolitan New York regions. However, this is offset by the
addition of about $60 million of incremental debt, which will
weaken SpectaGuard's credit protection measures in the near term.
Also, Standard & Poor's expects the company to pay down debt with
its modest free cash flows and does not anticipate sizable
acquisitions in the intermediate term.

The speculative-grade ratings on SpectaGuard reflect its narrow
business focus, limited size, and leveraged financial profile.
Somewhat offsetting these factors are the industry's favorable
growth prospects and the company's fairly stable cash flows and
modest capital expenditure requirements.

SpectaGuard is the third-largest participant in the niche U.S.
contract security officer services industry.


STEWART ENTERPRISES: Fourth-Quarter Net Loss Hits $90 Million
-------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS: STEI) reported its results
for the fourth quarter and fiscal year 2003 along with plans to
improve the Company's operating performance and cash flow. Plans
were announced earlier this month to sell or close a number of
small businesses that no longer fit the Company's profile and to
reduce and restructure the workforce.

William E. Rowe, Chairman and Chief Executive Officer, stated,
"With the completion of financial initiatives to improve our
balance sheet, we are taking actions designed to increase earnings
and support long-term growth. We have faced many challenges during
the past few years as we have transitioned our business model to
focus on liquidity, and now we have taken significant steps to
improve our costs and grow our revenues. Our operating
initiatives, combined with the restructuring of the workforce and
the strategic disposition of a number of our smaller operations,
are intended to improve earnings and cash flow for 2004 and
beyond. While we have had to make some tough decisions this year,
I am optimistic about our Company's future."

During the fourth quarter of 2003, the Company identified a number
of small businesses to close or sell, most of which were acquired
as part of a group of facilities, that are performing below
acceptable levels or no longer fit the Company's operating
profile. As a result, the Company recorded a non-cash impairment
of these long-lived assets of $34.3 million ($30.2 million after
tax, or $.28 per share) in the fourth quarter. Although the
Company identified these businesses during the fourth quarter, it
did not begin to market them until after the close of the quarter.
Accordingly, these operations are included in "operations to be
retained" as of October 31, 2003.

Collectively, these businesses generated revenue of $23 million
and very little gross profit during fiscal year 2003.
Additionally, in accordance with Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets," the
Company performed its annual evaluation of the carrying value of
goodwill associated with its cemetery and funeral home properties
during the fourth quarter. The evaluation confirmed the carrying
value of the funeral home goodwill but concluded that the Company
should record a non-cash impairment charge for goodwill related to
its cemetery segment of $73.0 million ($66.9 million after tax, or
$.62 per share) in the fourth quarter. Due to these non-cash
charges, the Company reported a net loss of $89.9 million, or $.83
per share for the fourth quarter ended October 31, 2003. Had the
Company not incurred these charges, net earnings for the quarter
ended October 31, 2003 would have been $7.2 million, or $.07 per
diluted share.

In the third quarter of 2003, the Company recorded a loss on early
extinguishment of debt of $11.3 million ($7.3 million after tax,
or $.07 per share) related to the redemption of all of its
outstanding Remarketable Or Redeemable Securities, and incurred a
charge to corporate general and administrative expenses of $2.5
million ($1.5 million after tax, or $.01 per share) for separation
pay to former officers. As a result of these third quarter charges
and the fourth quarter charges described above, the Company
reported a net loss of $73.4 million, or $.68 per share for the
fiscal year ended October 31, 2003. Had the Company not incurred
these charges, net earnings for the year would have been $32.5
million, or $.30 per diluted share. Excluding the anticipated
first quarter charge for severance costs, the Company expects
earnings per share in fiscal year 2004 to increase approximately
23 to 37 percent from the adjusted $.30 per share in 2003.

The Company also announced that including $23.3 million in tax
refunds related to the sale of the Company's foreign operations,
cash flow from operations for the fiscal year ended October 31,
2003 was $69.8 million, and free cash flow was $53.5 million. (See
tables under "Reconciliation of Non-GAAP Financial Measures.") As
of October 31, 2003, the Company had outstanding debt of $502.1
million. The Company received a tax refund of $33.2 million in
December of 2003 due to a change in the tax accounting methods for
cemetery merchandise revenue. The Company used the refund to
reduce its outstanding debt balance to $467.3 million as of
December 15, 2003.

The Company experienced an increase in funeral revenues from its
operations to be retained of $.2 million for the fourth quarter of
2003 compared to the fourth quarter of 2002. This increase was
principally due to an increase in the average revenue per funeral
call substantially offset by a 2.7 percent decrease in the number
of services performed by operations to be retained for the
quarter. Funeral operations to be retained achieved average
revenue increases of 3.2 percent per traditional funeral and 4.4
percent per cremation service, but those gains were partially
offset by a year over year reduction in funeral trust earnings,
resulting in an overall 2.7 percent increase in the average
revenue per funeral call for the quarter. The contribution of
trust earnings recognized as revenue upon the delivery of preneed
funerals was lower in the fourth quarter of 2003 than in the
comparable period of 2002 due to lower investment returns realized
in the Company's preneed funeral trust funds during the last few
years.

Cemetery revenues from operations to be retained decreased $.2
million during the fourth quarter of 2003 compared to the fourth
quarter of 2002, primarily due to a decline in revenue from
merchandise deliveries and perpetual care trust earnings, which
was partially offset by an increase in cemetery property sales.
The cemetery merchandise delivered during the current period had a
lower average value than the merchandise delivered during the
fourth quarter of 2002. The Company realized an annual average
return of 3.7 percent on its perpetual care trust funds during the
fourth quarter of 2003 compared to 6.5 percent in the comparable
period of 2002. Cemetery property sales increased 12 percent for
the fourth quarter of 2003 compared to the fourth quarter of 2002,
which the Company believes is directly attributable to its new
cemetery property sales initiative announced in September.

Mr. Rowe stated, "Throughout this fiscal year, we have reported on
a number of matters impacting Stewart and our industry with regard
to today's economy, consumer confidence, financial markets and
death trends. While these factors continue to adversely affect our
results, I am pleased with the results of our preneed sales
organization and with our ability to increase the average revenue
per funeral service during our fourth quarter."

Over the past four years, William E. Rowe, the Company's Chairman
and Chief Executive Officer, has been focused on improving the
Company's credit profile, reducing debt, increasing cash flow and
selling the Company's foreign assets. Having accomplished these
financial goals, the Company announced in June that Mr. Rowe would
re-assume responsibility for day-to-day operations. After spending
significant time in the field meeting with employees and observing
operations firsthand, Mr. Rowe announced a set of new operating
initiatives in September. The Company later announced that it
would sell or close a number of small businesses, enabling
management to focus on its most productive operations where the
operating initiatives can bring about the greatest benefits, and
where the Company is best positioned to deliver growth in revenue
and cash flow in the future.

The Company's operating initiatives include growth in the number
of funeral events performed, increased cemetery property sales
volume, cost improvements and employee development initiatives. As
part of the cost improvements, the Company reduced the employee
headcount throughout the organization, restructured certain
management functions and developed other cost-saving directives,
which together are expected to reduce costs by $16 to $20 million
annually. The Company also restructured to reduce layers of
management, which will bring leadership closer to those
individuals who have the greatest potential to improve the
performance of each location. The Company expects the reductions
to decrease costs without reducing the quality, service and value
consistently provided to families through its funeral homes and
cemeteries. Because the workforce reductions were implemented
after the end of fiscal year 2003, in the first quarter of fiscal
year 2004 the Company will record a charge to earnings in the
range of $2.4 to $2.6 million for severance and other costs
associated with the workforce reductions.

Mr. Rowe stated, "I look forward to reporting improved earnings
and cash flow as we implement these cost reductions and our other
operating initiatives. Our funeral call volume task force
assimilated the most successful tactics used by our top performing
businesses and suggestions from employees throughout the
organization and is developing strategies to drive growth in the
number of families served by our funeral operations with an
increased focus on preneed funeral sales. Our preneed cemetery
property task force is developing specific plans to increase
preneed property sales and attain new customers at strategically
selected properties. Our employee development task force is
implementing a mentoring program and succession plan for the
Company to enhance employee satisfaction through professional
growth."

Mr. Rowe concluded, "We began implementing our initiatives during
the late summer of 2003, targeting our businesses with the
greatest growth potential and making changes in our preneed sales
organization designed to increase preneed property and funeral
sales. These preneed sales are the primary drivers of sustainable
long-term growth in the number of families served by our
cemeteries and funeral homes. During the fourth quarter, we began
to see positive results from the early implementation of our
operating initiatives with a 12 percent increase in property sales
and a 15 percent increase in preneed funeral sales over the fourth
quarter of last year. We are encouraged by these results, and we
will continue to work hard to make sure we are managing all areas
of expense in our Company and looking at all revenue enhancement
opportunities. We look forward to next year as we anticipate
significant growth in our earnings per share and further
improvements in our cash flow resulting from the implementation of
our strategic plan."

Information regarding the Company's earnings and cash flow
forecasts and the principal assumptions used in those forecasts
can be found in this release under the heading "Company Forecasts
for Fiscal Year 2004."

In June of 2003, the Company announced that its Board of Directors
approved a new stock repurchase program that will allow the
Company to invest up to $25.0 million in repurchases of its Class
A common stock. As of December 15, 2003, the Company had purchased
nearly $3.0 million of the Company's Class A common stock pursuant
to this program for an average share price of $3.99.

           Fourth Quarter Results For Total Operations

-- Total funeral revenues decreased $3.5 million to $72.5 million,
   primarily due to the disposition of the Company's foreign
   operations in Canada, France and Argentina in 2002.

-- Total cemetery revenues decreased $.3 million to $56.2 million,
   primarily due to a decline in revenue from merchandise
   deliveries and a decline in perpetual care trust earnings,
   partially offset by an increase in property sales. The Company
   realized an annual average return of 3.7 percent in its
   perpetual care trust funds during the fourth quarter of 2003
   compared to 6.5 percent in the comparable period of 2002.

-- Gross profit decreased $2.1 million from $30.3 million in 2002
   to $28.2 million in 2003, primarily due to the decrease in
   funeral and cemetery revenue discussed above and an increase in
   insurance costs.

-- Corporate general and administrative expenses decreased $.6
   million from $4.9 million in 2002 to $4.3 million in 2003.

-- Depreciation and amortization was $13.3 million compared to
   $13.8 million for the corresponding period in 2002.

-- Interest expense decreased $.9 million to $13.1 million due to
   a $63.0 million decrease in the average debt outstanding during
   the fourth quarter of 2003 compared to the fourth quarter of
   2002, which was partially offset by an approximate 20 basis
   point increase in the average interest rate for the period.

           Year-To-Date Results For Total Operations

-- Total funeral revenues decreased $46.6 million to $298.6
   million, primarily due to the disposition of the Company's
   foreign operations in 2002. A decrease in the number of
   funerals performed and a decrease in trust earnings also
   contributed to the reduction in funeral revenue.

-- Total cemetery revenues decreased $12.6 million to $223.5
   million, primarily due to a decline in revenue from merchandise
   deliveries, a decline in perpetual care trust earnings and the
   disposition of the Company's foreign operations in 2002. The
   Company realized an annual average return of 4.2 percent on its
   perpetual care trust funds for fiscal year 2003 compared to 6.0
   percent in 2002.

-- Gross profit decreased $24.4 million from $144.8 million in
   2002 to $120.4 million in 2003, primarily due to a reduction in
   funeral and cemetery revenue as discussed above, combined with
   an increase in insurance costs. The disposition of the
   Company's foreign operations in 2002 also contributed to the
   decrease in gross profit.

-- Corporate general and administrative expenses increased $2.9
   million from $17.3 million in 2002 to $20.2 million in 2003,
   primarily due to the $2.5 million charge in the third quarter
   of 2003 for separation pay.

-- Depreciation and amortization was $53.7 million for fiscal year
   2003, compared to $56.2 million for the corresponding period in
   2002.

-- Interest expense decreased $8.8 million to $53.5 million due to
   a $113.2 million decrease in the average debt outstanding
   during fiscal year 2003 compared to 2002, which was partially
   offset by an approximate 30 basis point increase in the average
   interest rate for the period.

      Fourth Quarter Results For Operations To Be Retained

-- Funeral revenues increased $.2 million to $71.7 million
   compared to the fourth quarter of 2002, principally due to an
   increase in the average revenue per funeral call of 2.7
   percent, substantially offset by a 2.7 percent decrease in the
   number of services performed. Average revenue per funeral call
   increased notwithstanding reduced year over year trust earnings
   recognized upon the delivery of preneed funerals. Trust
   earnings recognition in fiscal year 2003 was lower than in the
   prior year due to lower investment returns realized on the
   Company's preneed funeral trust funds during the last few
   years.

-- The cremation rate for these businesses was 39.1 percent for
   the fourth quarter of 2003 compared to 38.9 percent for the
   fourth quarter of 2002.

-- Cemetery revenues decreased $.2 million to $56.0 million,
   primarily due to a decline in revenue from merchandise
   deliveries and perpetual care trust earnings, partially offset
   by an increase in property sales.

-- Funeral margins were 23.3 percent compared to 24.7 percent for
   the same period in 2002. The decrease was primarily due to a
   reduction in trust earnings and funeral calls, combined with an
   increase in insurance costs.

-- Cemetery margins were 20.9 percent compared to 22.8 percent for
   the same period in 2002. The decrease was primarily due to the
   decrease in cemetery revenue, combined with an increase in
   insurance costs.

-- For the quarter, gross profit decreased $2.1 million from $30.5
   million in 2002 to $28.4 million in 2003, primarily due to a
   reduction in cemetery revenue and an increase in insurance
   costs.

       Year-To-Date Results For Operations To Be Retained

-- Funeral revenues decreased $5.5 million to $294.2 million
   compared to the fiscal year ended October 31, 2002, principally
   due to a 2.8 percent decrease in the number of services
   performed, and reduced trust earnings recognized upon the
   delivery of preneed funerals, partially offset by an increase
   in average revenue. The average revenue per funeral call
   increased 1.7 percent notwithstanding reduced year over year
   trust earnings recognized upon the delivery of preneed
   funerals. Trust earnings recognition in fiscal year 2003 is
   lower than in the prior year due to lower investment returns
   realized in the Company's preneed funeral trust funds during
   the last few years.

-- The cremation rate for these businesses was 39.3 percent for
   fiscal year 2003 compared to 38.6 percent for fiscal year 2002.

-- Cemetery revenues decreased $8.9 million to $222.7 million,
   principally due to a decline in revenue from merchandise
   deliveries and a decline in perpetual care trust earnings.

-- Funeral margins were 24.2 percent compared to 27.5 percent for
   the same period in 2002. The decrease is due primarily to a
   decrease in funeral revenue as discussed above, combined with
   an increase in insurance costs.

-- Cemetery margins were 22.3 percent compared to 24.8 percent for
   the same period in 2002. The decrease is due primarily to a
   decrease in cemetery revenue as discussed above, combined with
   an increase in insurance costs.

-- For the year ended October 31, 2003, gross profit decreased
   $19.1 million from $139.9 million in 2002 to $120.8 million in
   2003, primarily due to a reduction in funeral and cemetery
   revenue as discussed above, coupled with an increase in
   insurance costs during fiscal year 2003.

     Fourth Quarter Results For Existing (Core) Operations

-- The Company experienced a 2.8 percent decrease in the number of
   funeral calls performed by businesses it has owned and operated
   for all of this fiscal year and last, and which it plans to
   retain as of October 31, 2003, substantially offset by a 2.8
   percent increase in the average revenue per funeral call
   performed by these businesses. Subsequent to the end of the
   fourth quarter of 2003, the Company announced plans to sell a
   number of small businesses, which remain in core operations in
   its 2003 financials.

     Year-To-Date Results For Existing (Core) Operations

-- The Company experienced a 2.9 percent decrease in the number of
   funeral calls performed by businesses it has owned and operated
   for all of this fiscal year and last, and which it plans to
   retain as of October 31, 2003, partially offset by a 1.7
   percent increase in the average revenue per funeral call
   performed by these businesses. Subsequent to the end of the
   fourth quarter of 2003, the Company announced plans to sell a
   number of small businesses, which remain in core operations in
   its 2003 financials.

        Cash Flow Results And Debt For Total Operations

-- Cash flow from operations for the quarter ended October 31,
   2003 was $23.6 million, compared to $33.5 million for the
   fourth quarter of 2002.

-- Cash flow from operations for the year ended October 31, 2003
   was $69.8 million, compared to $90.5 million for 2002,
   including the tax refunds of $23.3 million received in the
   third quarter of 2003 and $11.1 million received in the third
   quarter of 2002.

-- The decrease in operating cash flow is due primarily to a
   reduction in earnings before taxes, an increase in the
   investment in preneed activity and an increase in cash used to
   pay taxes. This decrease was partially offset by a $23.3
   million tax refund received related to the sale of foreign
   operations in fiscal year 2003, compared to an $11.1 million
   tax refund received related to the sale of foreign operations
   for the comparable period in 2002.

-- Free cash flow for the quarter ended October 31, 2003 was $20.2
   million, compared to $29.3 million for the fourth quarter of
   2002.

-- Free cash flow for the year ended October 31, 2003 was $53.5
   million, compared to $74.2 million for 2002, including the tax
   refunds discussed above.

-- As of October 31, 2003, the Company had outstanding debt of
   $502.1 million and cash and marketable securities of $20.9
   million.

-- As of December 15, 2003, the Company had outstanding debt of
   $467.3 million.

Founded in 1910, Stewart Enterprises (Fitch, BB+ Secured Bank
Credit Facilities and BB- Subordinated Debt Ratings, Stable) is
the third-largest provider of products and services in the death
care industry in the United States, currently owning and operating
300 funeral homes and 148 cemeteries.  Through its subsidiaries,
the Company provides a complete range of funeral merchandise and
services, along with cemetery property, merchandise and services,
both at the time of need and on a preneed basis.


SURETY CAPITAL: Co.'s Ability to Continue Operations Uncertain
--------------------------------------------------------------
Surety Capital Corporation has incurred significant losses, is
operating under a written formal agreement with the OCC and a
memorandum of understanding with the Federal Reserve Board and has
not paid interest payments which have become due on the
subordinated debt. The appropriateness of using the going concern
basis is dependent upon the Company's ability to improve
profitability through increasing marketing efforts, introducing
new deposit products, emphasizing loan growth and reducing non-
interest expense. In addition, the Company must meet the
requirements of the formal agreement and the memorandum of
understanding. The uncertainty of these conditions raises
substantial doubt about its ability to continue as a going
concern.

The Company's assets totaled $95.9 million at September 30, 2003,
representing an $8.1 million, or 7.8% decrease compared to $104.0
million at December 31, 2002. Cash and cash equivalents declined
$5.5 million, interest bearing deposits increased $3.2 million,
securities available for sale declined $2.3 million and loans,
adjusted for transfers to other real estate, declined $2.2 million
over the nine month period. The decrease in assets was primarily
the result of the management's decision to discontinue soliciting
funds from cities, counties, and other political subdivisions
("public funds"). Public funds deposits declined $8.0 million over
the nine month period. The decline was partly offset by increases
in other deposit categories. The decline in cash and securities
were directly related to the paying off of public fund deposit
accounts. Total securities declined $2.2 million, or 49.9%,
primarily due to the sale of securities at a profit, the call of
certain securities and repayments on mortgage-backed securities
and were $2.2 million at September 30, 2003. Net unrealized gains
were $3,000 at September 30, 2003 compared to $90,000 at
December 31, 2002.

Net loans decreased $4.4 million, or 6.2%, from $71.0 million at
December 31, 2002 to $66.6 million at September 30, 2003. IPF
loans decreased $2.5 million, or 24.4%, from December 31, 2002 due
primarily from the loss of a customer that referred significant
business to the Bank. Real estate loans decreased $200,000, or
0.5%, due to the foreclosure on a loan secured by industrial
property and transfer of the collateral to other real estate and
repossessed assets.

Commercial loans decreased $1.2 million, or 9.3%, primarily due to
repayments made in the ordinary course of business. Loans, net of
unearned interest, as a percentage of total deposits were 79.4% at
September 30, 2003 compared to 77.1% at December 31, 2002.

Other real estate owned and repossessed assets increased $1.2
million to $3.0 million at September 30, 2003. During the second
quarter, the Bank foreclosed on a loan secured by industrial
property. The Small Business Administration owned a second lien on
the property equal to approximately 40% of the original purchase
price. The SBA's position was extinguished in the foreclosure
proceedings and the Bank owns the land with no encumbrances.
Accordingly, the appraised value of the property significantly
exceeds the Bank's carrying value and no loan loss was recorded as
a result of the foreclosure. The property was a steel mill
consisting of several metal and brick buildings on 29 acres of
land in Fort Worth.  As of November 3, 2003, the Bank had entered
into a contract to demolish all the buildings except for one brick
building for a payment of $300,000 in cash to the Bank.  The Bank
also has a contract to sell the brick building and approximately
3/4 of an acre of land for $600,000.  The Bank is actively
pursuing several purchasers and developers for the remainder of
the acreage. The Bank also foreclosed on 22 homes during the third
quarter, 2003.  It has sold or has under contract five of these
homes as of November 3, 2003. No gain has been recorded on the
sales or loans as of September 30, 2003.

Other assets and accrued interest receivable increased $22,000
from December 31, 2002. Total deposits were $86.0 million at
September 30, 2003, an $8.0 million decrease, or 8.5%, from
December 31, 2002. Noninterest-bearing demand deposits increased
$2.2 million to $19.4 million and represented 22.6% of total
deposits at September 30, 2003, compared to $17.2 million, or
18.3% of total deposits, at December 31, 2002. Savings, NOW and
money market accounts decreased $6.7 million or 21.6%, due
primarily to a $5.1 million decrease in public funds deposits and
a $1.9 million decline in money market accounts, offset partly by
growth in other savings categories. Management decided not to
pursue public fund accounts due to minimum profitability of public
funds deposits and to decrease total assets to comply with capital
ratios established under the New Formal Agreement.  Also
contributing to the decrease in deposits was management's decision
to lower all its interest rates on interest bearing accounts
because of substantial amount of funds it was investing at federal
funds rates that are less than 1% per annum.

Time deposits over $100,000 and other time deposits decreased
$900,000 from December 31, 2002 to September 30, 2003. Time
deposits made up 49.1% of the deposit portfolio at September 30,
2003 compared to 48.7% at December 31, 2002. Substantially all of
the Company's time deposits mature in less than five years and are
obtained from customers in the Company's primary market. The
Company does not purchase brokered deposits. Based on past
experience and the Company's prevailing pricing strategies,
management believes a substantial percentage of such deposits will
renew with the Company at maturity. If there is a significant
deviation from historical experience, the Company can utilize
borrowings from the FHLB as an alternative to this source of
funds, subject to regulatory approval under the Formal Agreement.

Convertible subordinated debt totaled $4.4 million at
September 30, 2003 and December 31, 2002. Convertible subordinated
notes were issued on March 31, 1998 to provide funds to finance
the acquisition of TexStar National Bank. The notes bear interest
at a rate of 9% per annum until maturity. No principal payments
are due until maturity on March 31, 2008, while interest on the
notes is payable semi-annually. The Company has not yet met any of
its interest payment obligations on the $4.4 million convertible
subordinated debt since missing the payment that was due March 31,
2002. In February 2002, the Company notified the holders of its
convertible debt that it will not have funds to make future
interest payments and offered the holders certain options as
alternatives to interest payments. As of September 30, 2003, no
agreement had been reached as to any restructuring of the
convertible debt. Management does not know if it will be
successful in these negotiations. The amount of the principal and
any accrued and unpaid interest on the notes is subordinated in
right of payment to the prior payment in full of all senior
indebtedness of the Company, including the Bank's deposits. Upon
the occurrence of certain events involving the bankruptcy,
insolvency, reorganization, receivership or similar proceedings of
the Company, either the Trustee or the holders of not less than
25% in aggregate principal amount of the outstanding notes may
declare the principal of the notes, together with any accrued and
unpaid interest, to be immediately due and payable. The notes do
not otherwise provide for any right of acceleration of the payment
of principal thereof.


SWEETHEART HOLDINGS: Completes $120-Million Debt Refinancing
------------------------------------------------------------
Sweetheart Holdings Inc., announced that its subsidiary,
Sweetheart Cup Company Inc., had closed a $120 million debt
refinancing, comprised of $100 million of 9-1/2% Senior Secured
Notes due 2007, which were sold in a private placement to
institutional investors, and $20 million of 9-1/2% Junior
Subordinated Notes due 2008, which were sold to International
Paper Company, one of the Company's raw materials suppliers.

A portion of the proceeds of these offerings were used to repay
the term-loan portion and reduce by $10 million the revolving loan
portion of Sweetheart's senior credit facility, and the balance
will be used to redeem all of Sweetheart's outstanding 12% Senior
Notes due 2004, to pay related fees and expenses, and for general
corporate purposes. The Company has delivered notice of its intent
to redeem the 12% Senior Notes due 2004 to the trustee for such
notes and has deposited the required redemption payment with the
trustee. The redemption is expected to occur on or about
January 15, 2004.

The senior secured notes and the junior subordinated notes were
offered and sold in private placements and have not been
registered under the Securities Act of 1933. The senior secured
notes and the junior subordinated notes may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of the Securities
Act.

The Company (S&P, CCC+ Corporate Credit Rating, Developing) is one
of the largest converters and marketers of a broad line of
disposable food service products serving the North American
institutional and consumer markets.


UAL: Secures $2-Billion Exit Financing from JPMorgan & Citigroup
----------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, confirmed that it has
reached formal agreement to secure $2 billion in exit financing
with JPMorgan and Citigroup, marking a major step toward emerging
from Chapter 11 bankruptcy protection.

Under the financing plan, JPMorgan and Citigroup will each
underwrite $200 million of the non-guaranteed portion of the
facility and $800 million of the guaranteed portion, which
requires the backing of a loan guarantee from the Air
Transportation Stabilization Board. The Company plans to file an
update to its previous proposal to the ATSB shortly. Financing is
also subject to approval by the U.S. Bankruptcy Court.

"The competitive terms of this financing package -- especially the
willingness of both banks to include a substantial amount of at-
risk funding -- reflect the extraordinary progress United has made
this past year, and the credibility of our plan for the future,"
said Glenn F. Tilton, United's Chairman and Chief Executive
Officer. "We are very pleased to be working with both banks, and
look forward to moving ahead with them in the exit process and
beyond."

"Obtaining exit financing commitments on a timely basis is a major
step for United," said Jake Brace, United's executive vice
president and chief financial officer. "JPMorgan and Citigroup,
along with our other Debtor-in- Possession financing lenders, have
gained a deep understanding of our business and the progress
United has made on lowering costs, enhancing productivity and
improving revenue, which led directly to these exit financing
commitments."

"This is a vastly different company than it was a year ago, and we
believe all the pieces are now in place to enable United to
compete effectively," said Bill Repko, Managing Director, Head of
Restructuring, JPMorgan. "United has done all the right things to
position itself for a successful exit."

JPMorgan and Citigroup will serve as the joint lead arrangers and
co- administrative agents for the loan. They will also be joint
book runners with JPMorgan leading the syndication.

"We are extremely pleased to participate in providing financing
that assists United to complete its restructuring," said Chad
Leat, head of Global Loans and Leveraged Finance Capital Markets.
"United has made a great deal of progress, and we look forward to
continuing to work with them."

As part of its restructuring efforts, the company is on track to
reduce its costs by $5 billion annually by 2005, has improved its
revenue performance and has heightened operational results. UAL
generated an operating profit of $19 million in the third quarter
2003, the first time it has shown an operating profit since the
second quarter of 2000.

United and United Express operate more than 3,400 flights a day on
a route network that spans the globe. News releases and other
information about United may be found at the company's Web site at
http://www.united.com/


UNITED STEEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: United Steel Enterprises, Inc.
        P.O. Box 407
        East Stroudsburg, Pennsylvania 18301

Bankruptcy Case No.: 03-50284

Type of Business: The Debtor makes racks for use in industrial
                  warehouse storage and interior retail display.
                  Included among its products are pallet racks,
                  drive-in racks, and archival storage racks.

Chapter 11 Petition Date: December 15, 2003

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Paul R. DeFilippo, Esq.
                  Wollmuth Maher & Deutsch LLP
                  One Gateway Center, 9th Floor
                  Newark, NJ 07102
                  Tel: 973-733-9200
                  Fax: 973-733-9292

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Olympic Steel                 Trade                   $3,937,810
I Eastern Steel Rd.
Milfond, Ct. 06460

Heidtman Steel Products       Trade                     $785,991
2121 Grays Road
Baltimore, Maryland 21222

JM Steel Corp.                Trade                     $704,447
258 Kappa Drive
Pittsburg, Pennsylvania
15238

Primary Steel                 Trade                     $430,923
20 Davidson Lane
New Castle, Delaware 19720

Rohm and Haas Powder          Trade                     $297,006
Coatings
5 Commerce Drive
Reading, Pennsylvania 19612

Kingway Material Handling,    Trade                     $289,416
Inc.
240 Northpoint Parkway
Acworth, GA 30102

American Galvanizing Co.,     Trade                     $215,590

Hub Group, Inc.               Trade                     $208,114

Monarch Steel Company         Trade                     $184,691

Feralloy Corporation          Trade                     $180,328

ODC Integrated Logistics      Trade                     $158,340

Tax Collector                 Trade                     $157,328

Schaeffer Staffing Services,  Trade                     $141,663

Gky Industries                Trade                     $120,053

Nashville Wire Products       Trade                      $72,903

American Express              Trade                      $65,141

Valspar Powder Coatings       Trade                      $64,295

Dacs, Inc.                    Trade                      $62,638

Mandelbaurn Salsburg Gold     Trade                      $60,004

MG Industries                 Trade                      $57,754


US AIRWAYS: Pilots Call for Removal of David Siegel & Neal Cohen
----------------------------------------------------------------
The US Airways pilots' Master Executive Council, a unit of the Air
Line Pilots Association, International, representing over 5,000
pilots at US Airways, called for removal of the airline's top
management -- in particular, CEO David Siegel and CFO Neal Cohen.
This announcement comes in the wake of the recently released,
disappointing third-quarter financial results for the airline.

"US Airways pilots have supported this management through two
restructuring plans and our management still is unable to produce
positive results. Pay, benefits, and work rules have been slashed
and the pilots' pension plan has been terminated. We've given
billions of dollars' worth of concessions, the largest
concessionary package in the history of commercial aviation. In
bankruptcy, these senior executives had every tool, every
advantage they needed, to turn the airline around -- yet they've
failed," said Captain Bill Pollock, chairman of the US Airways
pilots' Master Executive Council.

"We have seen absolutely no accountability from management for the
tremendous investment we have already made, yet we keep hearing
their tired refrain that they need labor costs like those at
Southwest Airlines. The concession window is closed for this
management team," Pollock added.

ALPA leaders noted that the senior managers' calls for labor costs
on a par with those at Southwest Airlines have, in fact, already
been met. In the first half of 2003, US Airways applied 38 cents
of every revenue dollar to pay for labor, whereas at Southwest
this expenditure was 40 cents per dollar. The pilots' share of
those total labor costs amount to 13 cents at US Airways and 12
cents at Southwest. A 12-year captain at Southwest earns eight
percent more per hour than a pilot in the same position at US
Airways.

"US Airways' labor costs already are at or below industry
standards. The problem is not labor -- the problems are high
operating costs and low revenues resulting from failed business
strategies. We've emerged from fiscal bankruptcy; but we're
hamstrung by a management that remains bankrupt of vision,
leadership, management skills, and ideas," Captain Pollock said.

"No one wants this airline to survive and prosper more than its
employees. We are disappointed to have Siegel and Cohen breaching
our agreements and dismissing our concerns about the deterioration
of the product we offer our passengers. Considering their track
record, we've lost confidence in their ability to make a plan --
any plan -- work," said Captain Pollock.

ALPA is the world's oldest and largest union of professional
airline pilots, founded in 1931. It represents 66,000 airline
pilots at 42 carriers in the United States and Canada. Its Web
site is http://www.alpa.org/


US AIRWAYS: Chairman Bronner Airs Confidence in Management Team
---------------------------------------------------------------
Dr. David G. Bronner, chairman of the board for US Airways Group,
Inc. (Nasdaq: UAIR), issued the following statement after the Air
Line Pilots Association (ALPA) called for the resignation of
President and Chief Executive Officer David N. Siegel and the
senior management team:

"The US Airways Board of Directors has complete confidence in the
management team, and Dave Siegel in particular.  It is regrettable
that ALPA would suggest that a change in management is the
solution, when this management team has done a remarkable job and
earned the confidence of the investment community for their
leadership in tackling difficult issues.  The shareholders,
management and employees of US Airways all want the same thing: a
successful airline.  We are all frustrated with the reality of the
airline industry and the need for significant change by the legacy
carriers, but it is reality.

"ALPA's action does nothing to address the bigger issue of how we
complete our restructuring and become a successful company, and
ignores the fact that shareholders rely on management and union
leaders to work together to solve problems, rather than looking
for someone to blame.  Personally, I believe that US Airways has
thousands of great employees who want to see this airline
succeed, and we are going to focus on them, and not the
unconstructive statements of those who fail to recognize that the
world is changing and that we must adapt.

"Over the last year, this team has successfully emerged from
Chapter 11, secured a federal loan guarantee to enhance the
company's liquidity, implemented a business plan that has achieved
the greatest revenue and cost improvements in the industry, and
financed a significant regional jet order. To accomplish these
goals, Dave Siegel and his team have had to earn the confidence of
investors, government agencies, and the banking and financial
community.

"The Board of Directors will continue to work with Dave Siegel and
this management team to revise the business plan, to maintain the
confidence of all stakeholders and ensure the company's success
and growth."


USG CORP: Asks Court to Reduce 73 Overstated Claims
---------------------------------------------------
The USG Corporation Debtors determined that 73 claims assert
liabilities exceeding the amounts currently reflected in their
Books and Records as due and owing with respect to their
underlying obligations.  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, contends
that the Overstated Amount of each of the 73 Claims is improperly
asserted because:

   (a) it has already been paid or satisfied;

   (b) it has been included in the reduction Claim in error due
       to a miscalculation of the Claim Amount;

   (c) it lacks sufficient supporting documentation so that the
       Debtors are unable to ascertain a valid liability
       associated with it; or

   (d) it is not due and owing.

Thus, the Debtors ask the Court to reduce the 73 Claims to the
amount reflecting the proper calculation and fixed amount of the
asserted liability.

The Claims to be reduced include:

                             Claim      Asserted      Modified
Claimant                    Number      Amount        Amount
--------                    ------     --------      --------
Alabama Metal Ind.           5864      $447,964      $445,761
BPB America, Inc.            4176       103,126        98,153
Dale Incor                    762       164,964       163,708
Knauf Fiber Glass            4184       213,552       212,755
Lafarge Calcium Aluminates   5760       332,093       315,815
Multi Dynamics Corp. SL      1223     1,318,766     1,281,047
PPG Industries, Inc.         1148       350,081       335,088
(USG Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VAIL RESORTS: Comments on Jury Verdict in Wyoming Litigation
------------------------------------------------------------
Vail Resorts, Inc. (NYSE: MTN) announced that the jury in the
previously disclosed litigation in Wyoming rendered a total
verdict of $17.5 million in compensatory damages in both cases.
The Snake River Lodge & Spa (formally known as JHL&S LLC) was
found by the jury to only be 47.5 percent responsible for the
damages.

No punitive damages were awarded in either case.  Vail Resorts
owns approximately 51 percent of the Snake River Lodge & Spa.  The
damage award against the Snake River Lodge & Spa is entirely
covered by insurance.

Two local Jackson Hole contractors were found to be collectively
52.5 percent responsible.  All other Vail Resorts subsidiaries who
were defendants in the case were found by the jury to be
blameless, and were released from the case without owing any
damages.

"We were confident that the nine-person jury would reach a fair
decision in these cases after hearing all of the evidence," stated
Martha Rehm, senior vice president and general counsel of Vail
Resorts.  "The jury's unanimous finding of a compensatory damage
award far less than what was sought by the plaintiffs, combined
with its finding that no punitive damages were warranted, is
enormously gratifying for us.  No one associated with the Snake
River Lodge intended to do harm, and everyone associated with
Snake River Lodge and Vail Resorts deeply regrets that this tragic
accident ever happened," Rehm added.

Adam Aron, chairman and chief executive officer of Vail Resorts
said, "All of us at Vail Resorts and our various subsidiaries have
the deepest sympathy for Mrs. Williams and the family of Dr.
Williams and are profoundly sorry for the tragic accident that
took place at the Snake River Lodge & Spa in August of 2001.  We
have long wanted to settle this matter, and now that the trial is
over, we hope that the family can bring closure to their loss."

"From a financial perspective, as previously disclosed, our
insurance policies will completely cover the compensatory verdicts
rendered in these cases, and accordingly, the resolution of the
cases will not adversely affect Vail Resorts' fiscal 2004
results," Aron continued.

Vail Resorts, Inc. is the leading mountain resort operator in the
United States.  The Company's subsidiaries operate the mountain
resorts of Vail, Beaver Creek, Breckenridge and Keystone in
Colorado, Heavenly in California and Nevada, and the Grand Teton
Lodge Company in Jackson Hole, Wyo.  The Company also operates its
subsidiary, RockResorts, a luxury resort hotel company with 10
distinctive properties across the United States.  Vail Resorts
Development Company is the real estate planning, development,
construction, retail leasing and management subsidiary of Vail
Resorts, Inc. Vail Resorts is a publicly held company traded on
the New York Stock Exchange (NYSE: MTN).  The Vail Resorts company
website is http://www.vailresorts.com/and consumer website is
http://www.snow.com/

Vail Resorts, Inc. (S&P, BB- Corporate Credit Rating, Negative) is
a publicly held company traded on the New York Stock Exchange
(NYSE: MTN).


VERITAS SOFTWARE: S&P Raises Corporate Credit Rating to BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on VERITAS Software Corp. to 'BB+' from 'BB' and its
subordinated rating to 'BB-' from 'B+'. The outlook is stable.

"The upgrade reflects VERITAS' good execution during a difficult
IT spending environment and growth opportunities that include
products, platforms, and geographies," said Standard & Poor's
credit analyst Philip Schrank.

Mountain View, California-based VERITAS competes in the storage
management software market, with pro forma revenues in 2003 of
about $1.8 billion. The company has rated debt of $520 million.

VERITAS has a narrow product and revenue base, very competitive
industry conditions, and a moderately aggressive acquisition
strategy. These factors are tempered by a good niche market
position and adequate financial flexibility to support the
company's growth initiatives.

Product introductions and strategic alliances with key original
equipment manufacturers and system integrators should enhance
future performance. Switching costs are high for VERITAS'
customers, because of the significant investment in installation
and training, and so follow-on sales to existing customers and
their key suppliers are likely. Although VERITAS has developed a
leadership position in its niche, it faces technology risks,
threats from entrenched competitors, a currently weak IT spending
environment, and the challenges of integrating ongoing
acquisitions.

VERITAS is expected to maintain its market position and a similar
debt profile. The company has adequate financial flexibility to
fund its strategic initiatives, given its free cash flow and cash
position. Upside potential is currently limited by its business
profile, since growth initiatives to broaden its market are still
in the early stages.


WARNACO GROUP: Opens Calvin Klein Underwear Store in NY's Soho
--------------------------------------------------------------
A new freestanding Calvin Klein Underwear retail store opened at
104 Prince Street, New York City, on Sunday December 14, 2003.

Located in a landmark building in Soho, the 800 square foot store
stocks both men's and women's merchandise, concentrating on
fashion forward product. Additionally, the store will carry
exclusive women's items and fragrance.

Modern design elements are simple and concise to keep the focus on
the product. Clean lines and effective lighting make the store
approachable and inviting.

The new Calvin Klein Underwear store is the latest location in a
worldwide network of freestanding stores. This will be the first
Calvin Klein Underwear store in the U.S. - there are five in the
United Kingdom and 12 in Asia. Seven more stores will open in Asia
in 2004.

Warnaco is the owner of the Calvin Klein trademarks for underwear
and intimate apparel. As previously announced, Warnaco plans to
open additional Calvin Klein Underwear stores in the U.S. in 2004.

Joe Gromek, President and CEO of Warnaco, said "We have been very
successful with our Calvin Klein Underwear retail model in the UK
and Asia, and we're delighted with the opening of this first U.S.
retail location as we move to replicate the success of our
international business in the U.S."

"Free standing stores are always an excellent way for a brand to
communicate a comprehensive un-edited range of product a designer
makes. This is true of the new underwear store in Soho," said Tom
Murry, President and COO of Calvin Klein Inc. "Until now there has
not been a large retail space for our underwear customer in
downtown Manhattan."

The Soho store is owned and operated by Blue Vibes, a
multinational organization with many retail interests.

The Warnaco Group, Inc. (NASDAQ: WRNC), headquartered in New York,
is a leading manufacturer of intimate apparel, menswear,
jeanswear, swimwear, men's and women's sportswear and accessories
sold under such owned and licensed brands as Warner's(R), Olga(R),
Lejaby(R), Body Nancy Ganz(TM), Chaps Ralph Lauren(R), Calvin
Klein(R) men's and women's underwear, men's accessories, men's,
women's, junior women's and children's jeans and women's and
juniors swimwear, Speedo(R) men's, women's and children's
swimwear, sportswear and swimwear accessories, Anne Cole
Collection(R), Cole of California(R), Catalina(R) and Nautica(R)
swimwear.


WATERLINK: Selling All Assets & Operations to Compass Group Unit
----------------------------------------------------------------
Waterlink, Inc., (OTCBB:WLKNQ) and its wholly owned operating
subsidiary, Barnebey Sutcliffe Corporation, had executed an
agreement with a Barnebey Acquisition Corp., a newly formed
Delaware corporation affiliated with The Compass Group
International, LLC, for the Buyer to purchase substantially all of
the assets and business operations of Waterlink, including the
operations of Barnebey Sutcliffe Corporation and the subsidiaries
of the Registrant in the United Kingdom.

The agreement is for total cash consideration of approximately
$25,750,000, subject to certain pre-closing and post-closing
adjustments, and the assumption by the Buyer of certain
liabilities of Waterlink. The purchase is subject to the terms and
conditions of the purchase agreement, and the purchase price is
subject to certain adjustments required under the agreement, which
includes a provision for a working capital adjustment. A copy of
the purchase agreement is attached to the Company's report on Form
8-K, filed today with the U.S. Securities and Exchange Commission.

The purchase agreement is subject to the approval of U.S.
Bankruptcy Court for the District of Delaware and higher or better
offers from other potential purchasers. Waterlink intends to file
a motion with the Bankruptcy Court, requesting that the court
establish bidding procedures and a date and time for conducting an
auction to determine if there are higher or better offers for
Waterlink's assets and business. There can be no assurance that
the Bankruptcy Court will approve the proposed transaction, or
that final documentation will be reached on terms satisfactory to
all parties. Subject to receipt of the Bankruptcy Court's approval
and the satisfaction of other pre-closing conditions, Waterlink
expects the transaction to close in the first quarter of 2004.
Waterlink believes that all of the proceeds of the transaction
that it receives will be used to partially satisfy the claims of
creditors.

Waterlink is an international provider of integrated water and air
purification solutions for both industrial and municipal
customers. Waterlink's executive offices are located in Columbus,
Ohio, USA. More information about Waterlink can be obtained on the
Internet at http://www.waterlink.com/by e-mail inquiry to
waterlink@waterlink.com, or by contacting Don Weidig, Waterlink,
Inc., 835 North Cassady, Columbus, Ohio 43219 USA at 614-258-9501.


WILTEL COMMS: Fitch Assigns B Rating to Senior Secured Facility
---------------------------------------------------------------
Fitch Ratings has affirmed the 'B' rating assigned to the senior
secured bank facility of WilTel Communications, LLC (formerly
Williams Communications, LLC). WilTel Communications is a wholly
owned subsidiary of Wiltel Communications Group, Inc. Additionally
Fitch withdraws the senior secured rating assigned to Williams
Communications. The withdrawal is the result of the successful
completion of Leucadia National Corporation's exchange offer to
acquire all of the shares of Wiltel that it did not already own
and the subsequent merger of Wiltel into a wholly owned subsidiary
of Leucadia. With the rating withdrawal, Fitch will no longer be
providing financial analysis on Wiltel Communications or Wiltel.


ZENITH NATIONAL: 5.75% Sr. Notes Convertible in 1st Quarter 2004
----------------------------------------------------------------
Zenith National Insurance Corp. (NYSE:ZNT) (A.M. Best, bb
Preferred Securities Rating) reported that under the terms of the
indenture governing its 5.75% Convertible Senior Notes Due 2023,
each holder of Notes will have the right to convert their Notes
into Zenith's common stock, par value $1.00 per share, during the
first quarter of 2004, at a conversion rate of 40 shares per
$1,000 principal amount of Notes.

The full terms of the conversion rights of holders of the Notes
are set forth in the indenture governing the Notes. Under the
terms of the indenture, each holder has the right to convert such
holder's Notes during any fiscal quarter if the sale price of
Zenith's common stock for at least 20 trading days in the 30
trading-day period ending on the last trading day of the
immediately preceding fiscal quarter exceeds 120% of the
conversion price on that 30th trading day. As of the close of
trading on December 16, 2003, the sale price of Zenith's common
stock had exceeded the anticipated conversion price of $25.00 per
share at December 31, 2003 by 120% for 20 trading days during the
last 30 trading days of the fourth quarter of 2003. As a result of
this event, the Notes will be convertible during the period
beginning on January 1, 2004 and ending on March 31, 2004. Whether
the Notes will be convertible after March 31, 2004 will depend
upon the occurrence of events specified in the indenture,
including the sale price of Zenith's common stock.

                          *********

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

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

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

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

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  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 ***