TCR_Public/031222.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 22, 2003, Vol. 7, No. 252   

                          Headlines

ACCURATE PAVING: Voluntary Chapter 11 Case Summary
AGWAY ENERGY: Court Okays Suburban Propane Bid to Acquire Assets
AIR CANADA: Court Denies Mizuho's Appeal to Nix Trinity Deal
AIRGATE PCS: Sept. 30 Balance Sheet Upside-Down by $377 Million
ALLEGIANCE TELECOM: Inks Pact to Sell Assets to Qwest for $300MM

ALLIED WASTE: Will Convert Series A Preferred to Common Stock
ALTIMAX VARIETY: Will File Proposal to Settle Creditors' Claims
AURORA FOODS: Appoints Bankruptcy Services LLC as Claims Agent
BAVARIA FIN.: Fitch Withdraws Ratings After Meeting Obligations
BUCKEYE TECHNOLOGIES: Exchange Offer for 8.5% Sr. Notes Expires

BUDGET GROUP: Creditors' Panel to Appoint a Plan Administrator
CADIZ INC: Implements Reverse Stock Split Trading Adjustment
CAMBRIA COUNTY: S&P Affirms B Rating, Citing Weak Finances
CAM CBO I: Fitch Affirms Class C Note Rating at Lower-Junk Level
CHAMPIONSHIP AUTO: Violates 2004 Road America Sanctioning Pact

CHI-CHI'S: Jaspan Schlesinger Serving as Panel's Local Counsel
CLAY-TECH: Will Hold Special Feb. 2 Meeting to Wind Down Company
CONCENTRA OPERATING: Elects David George to Board of Directors
CONCENTRA INC: Moody's Withdraws Junk Sr. Debentures Rating
COTT CORPORATION: CEO Frank Weise Will Take $1 Salary in 2004

COTT: Thomas Lee Units Complete Offering of 7.5M Common Shares
COVANTA: Court Gives Nod for Anaheim Arena Termination Agreement
CREDIT SUISSE: Fitch Affirms Six Low-B 2002-CP3 Note Ratings
CROWN CASTLE: Determines Payment Consideration for Tender Offers
DAYTON SUPERIOR: S&P Drops Rating over Poor Market Expectations

DIRECTV LATIN: Classification & Treatment of Claims Under Plan
DIVERSIFIED CORPORATE: Secures New Wells Cargo Credit Facility
DLJ COMMERCIAL: Fitch Affirms Four Low-B Note Classes' Ratings
DOMAN IND.: Canadian Court Extends CCAA Stay Until Jan. 23, 2003
DONEGAL TOWN: Case Summary & 11 Largest Unsecured Creditors

DURATEK INC: S&P Rates Corp. Credit & Sr. Sec. Facility at BB-
ECHO SPRINGS: Creditors Approve CCAA Plan at December 15 Meeting
EGAIN COMMS: Fails to Meet Nasdaq Minimum Listing Requirements
ENRON CORP: Obtains Clearance for Catholic Bishop Settlement
FELCOR: Weaker-than-Expected Results Spur S&P Downgrades

FFP OPERATING: Turns to Hill Gilstrap for Ceccarelli Litigation
FLEMING COS.: Overview & Summary of Chapter 11 Plan
GE CAPITAL: Fitch Raises Rating for Class B-4 Notes to BB
GINGISS GROUP: J.P. Morgan Tapped as Claims and Noticing Agent
GREAT WESTERN COAL: Case Summary & 20 Largest Unsec. Creditors

GRUPO TMM: Reaches Restructuring Pact with Bondholder Committee
G-STAR: Fitch Affirms 2 Note/Share Class Ratings at Low-B Level
HANOVER COMPRESSOR: Settles Issues with SEC re Past Transactions
HARNISCHFEGER: Joy Global FY 2003 Results Enter Positive Zone
HARNISCHFEGER: Will Pay Quarterly Cash Dividend on January 13

HEADLINE MEDIA: August 31 Net Capital Deficit Widens to $8 Mill.
INTERPLAY ENTERTAINMENT: Reports Turnaround Initiatives Progress
INTERSTATE BAKERIES: Reports Weaker Second-Quarter Performance
INTERWAVE COMMUNICATIONS: Board Adopts Shareholder Rights Plan
IT GROUP: Wants Court Approval for Caterpillar Settlement Deal

KB HOME: Fiscal-Year 2003 Results Reflect Marked Improvement
L-3 COMMS: Moody's Assigns Ba3 Rating to Sr. Subordinated Notes
LA QUINTA: Fitch Affirms BB- Senior Unsecured Debt Ratings
LUCENT TECHNOLOGIES: Names John P. Giere Chief Marketing Officer
MDC CORP: Will Make December Interest Payment on Jan. 15

MESA AIR GROUP: Obtains Financing Commitment for Eight Aircraft
METATEC INC: Earns Approval of Asset Sale to MTI Acquisition LLC
MGM MIRAGE: Fitch Maintains Senior Secured Ratings at BB+
MIRANT CORP: Wants Court to Enforce Stay on Bonneville Power
MR. OIL CHANGE: Case Summary & 20 Largest Unsecured Creditors

N-45 FIRST: S&P Takes Rating Actions on Series 1999-1 Notes
NAT'L CENTURY: Treatment of Claims Under Second Amended Plan
NAT'L QUALITY: Independent Auditors Express Going Concern Doubts
NEXSTAR BROADCASTING: Prices $125MM Senior Sub. Note Offering
NEXTEL: S&P Assigns BB Rating to $2.2-Bil. Tranche E Term Loan

NEXTEL PARTNERS: Note Resale Registration Statement is Effective
NORTHWESTERN CORP: Elects R. Schrum VP of Human Resources & Comms.
NOMURA: Fitch Takes Rating Actions for 2 Series of Transactions
NORTEL NETWORKS: Board Declares Preferred Share Dividends
ORDERPRO LOGISTICS: CEO Explains E Designation to Trading Symbol

PACIFIC GAS: Hearing on Plan Confirmation to Convene Today
PAC-WEST TELECOMM: Cash Tender Offer for Senior Notes Expires
PARMALAT: Company & Bondholders Hire Restructuring Advisors
PHILLIPS-VAN HEUSEN: Launches Strategic Initiatives for Growth
PHYAMERICA: Judge Derby Confirms Plan of Reorganization

PHYAMERICA: Resurgence Asset Will Acquire Company for $90 Mill.
PINNACLE ENTERTAINMENT: Closes New $300MM Senior Credit Facility
PLAINTREE: Signs-Up Phi Co. Ltd. as Exclusive Japanese Reseller
PRIMEDIA INC: Promotes Scott Fogarty to President & CEO of Films
QWEST COMMS: Reaches Pact to Acquire Allegiance Telecom Assets

REDBACK NETWORKS: Gets Nod to Pay Jabil's Prepetition Claims
RESOURCE AMERICA: Trapeza Closes $300 Million Trapeza CDO V
RITE AID: November 29 Net Capital Deficit Narrows to $110 Mill.
SALON MEDIA: PwC Severs Ties & Burr Pilger Hired as New Auditor
SIERRA PACIFIC: Names Michael Yackira Chief Financial Officer

SOLECTRON CORP: First-Quarter 2004 Net Loss Balloons to $120MM
SPORTS CLUB: Moody's Hatchets Sr. Sec. Note Rating to Caa2
SOLUTIA INC: Committee Formation Meeting on Mon., Jan. 5 in NYC
SWEETHEART CUP: S&P Ups Rating to B- After Debt Refinancing
TCW LINC III: Fitch Downgrades & Affirms Various Note Classes

TECHNEST HLDGS: Needs Additional Financing to Maintain Operations
TEMPUR-PEDIC: Imminent Debt Repayment Spurs S&P's Positive Watch
TENET: Will Close Medical College of Pennsylvania Hospital in 2004
TENFOLD CORP: Hires Linda Valentine as SVP for Operations
TERRA INDUSTRIES: Elects Philip M. Baum to Board of Directors

THAXTON GROUP: Turns to Cherry Bekaert for Auditing Services  
TRI-UNION: Gets Court's Nod to Hire BDO Seidman as Accountants
UNITED AIRLINES: Applies for $1.6 Billion ATSB Loan Guarantee
UNITED AIRLINES: Flight Attendants Back Updated ATSB Application
UNITED AIRLINES: Committee Backs Move to Obtain Exit Financing

UNITEDGLOBALCOM: Completes Exchange Offer for UGC Europe Shares
US AIRWAYS: Asks for Court's Summary Judgment on Nason Claims
USGEN: Creditors Will File Certificateholder Proofs of Claim
U.S. STEEL CORP: Delivers Bid to Acquire Rouge Steel Assets
WCI STEEL: Appoints Patrick G. Tatom as President and CEO

WEIRTON STEEL: Court Extends Exclusive Filing Period to March 31
WINN-DIXIE: Laurence Appel Elected as SVP and Company Secretary
WISCONSIN AVE.: Fitch Affirms Classes B & C Note Ratings at BB/B
WORLDCOM INC: Allocates Up to $5.6 Billion of 3 Series of Notes
YOUTHSTREAM MEDIA: Joseph Corso Jr. Discloses 7.65% Equity Stake

ZI CORP: Inks Deal, Licensing eZiText(R) to Ambit Microsystems

* Dabney and Rabinowitz Join Fried Frank's Litigation Practice

* BOND PRICING: For the week of December 22 - 26, 2003

                          *********

ACCURATE PAVING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Accurate Paving, Inc.
        415 Mystic Ave.
        Medford, Massachusetts 02155

Bankruptcy Case No.: 03-20292

Type of Business: The Debtor is a paving contractor.

Chapter 11 Petition Date: December 17, 2003

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Mauser & Mauser
                  180 Canal Street
                  Boston, MA 02114
                  Tel: 617-720-5585

Total Assets: $1,300,000

Total Debts:  $1,967,296


AGWAY ENERGY: Court Okays Suburban Propane Bid to Acquire Assets
----------------------------------------------------------------
Suburban Propane Partners, L.P. (NYSE: SPH), a marketer of propane
gas and related products and services nationwide, announced that
the United States Bankruptcy Court for the Northern District of
New York has approved the bid of its operating partnership,
Suburban Propane, L.P. to acquire substantially all of the assets
of Agway Energy Products, LLC, Agway Energy Services, Inc., and
Agway Energy Services PA, Inc.

The Partnership expects to close this transaction prior to the end
of this year. The purchase price of $206 million is subject to
adjustments.

In making this announcement, President and Chief Executive Officer
Mark A. Alexander said, "Agway Energy's business model and
operating area make it a very attractive acquisition for a number
of reasons, all of which are supportive of and complement our
long-term growth strategy. This acquisition will transform
Suburban from a distributor of a single fuel with 750,000
customers into a complete energy marketer with the ability to
provide energy products and services to well over 1,000,000
customers. Agway Energy's propane business significantly increases
Suburban's position in the industry and its footprint in the
Northeast, one of Suburban's prime marketing areas. Agway Energy's
heating, ventilation and air conditioning business and many
locations throughout the Northeast provide an immediate growth
vehicle for Suburban's service and retail businesses. The heating
oil business represents an entirely new product for Suburban, one
which complements its other businesses."

Mr. Alexander added, "We've been extremely impressed with the
caliber of employees at Agway Energy, and we're glad to be
welcoming them into the Suburban family. We're very excited about
our future together as we transition into one of the largest full-
service energy providers in the United States."

Dennis W. Trautman, Agway Energy's Chief Operating Officer, will
become Suburban's Managing Director of Northeast Operations.
Agway's four General Managers will continue in their current roles
with Suburban.

Mr. Trautman said, "The history and culture of these two
organizations will enable us to provide superior customer service
through a talented group of employees. We're excited to introduce
all of Agway Energy's products and services to Suburban customers.
With Suburban's financial strength, Agway Energy will be well
positioned to continue thriving and supporting the many customers
and communities that have come to depend on us for their energy
needs."

Agway Energy, headquartered in Syracuse, New York, provides
heating oil, propane, natural gas and electricity and related
products and services to more than 400,000 residential, commercial
and agricultural customers throughout New York, New Jersey,
Pennsylvania and Vermont. Agway Energy is the second largest
heating oil retailer in the United States and among the top ten
propane marketers.

Suburban Propane Partners, L.P. is a publicly traded Master
Limited Partnership listed on the New York Stock Exchange.
Headquartered in Whippany, New Jersey, Suburban has been in the
customer service business since 1928. The Partnership serves
approximately 750,000 residential, commercial, industrial and
agricultural customers through 320 customer service centers in 40
states.


AIR CANADA: Court Denies Mizuho's Appeal to Nix Trinity Deal
------------------------------------------------------------
Air Canada, which is restructuring under the Companies' Creditors
Arrangement Act, reported that in a unanimous decision by three
judges, the Ontario Court of Appeal refused to overrule Justice
Farley's approval of the Trinity Time Agreement.

Justice Robert Blair of the Court of Appeal observed that the
Appeal Court should only grant leave to appeal in CCAA proceedings
sparingly and that selecting an equity plan sponsor is only one of
many steps in the airline's restructuring that will result in a
plan to be presented to the creditors for approval.

He further observed that the equity plan sponsor selection process
had been supported by the Monitor and had been bought into by all
stakeholders including Mizuho.


AIRGATE PCS: Sept. 30 Balance Sheet Upside-Down by $377 Million
---------------------------------------------------------------
AirGate PCS, Inc. (OTCBB:PCSA), a PCS Affiliate of Sprint,
announced financial and operating results for its fourth quarter
and fiscal year ended September 30, 2003.

Highlights of the quarter for stand-alone AirGate include the
following:

-- Cash and cash equivalents increased to $54.1 million from $30.8
   million from the third fiscal quarter of 2003 and from $4.9
   million at the end of fiscal year 2002.

-- Net loss improved to $7.8 million from $29.1 million in the
   fourth fiscal quarter of 2002.

-- EBITDA, earnings before interest, taxes, depreciation and
   amortization, was $15.3 million, an increase of $21.5 million
   from a deficit of $6.2 million in the fourth fiscal quarter of
   2002.

-- The Company announced a proposed debt restructuring to
   strengthen its balance sheet and substantially reduce debt
   service in 2005 and beyond.

                    Fourth Quarter Review

On an AirGate stand-alone basis, excluding iPCS, total revenues
were $89.3 million during the fourth fiscal quarter of 2003
compared with $87.4 million for the same period last year. Net
loss for AirGate on a stand-alone basis was $7.8 million for the
fourth fiscal quarter of 2003 and $29.1 million for the same
period of fiscal 2002. On a stand-alone basis, EBITDA, a non-GAAP
financial measure, for AirGate was $15.3 million during the fourth
fiscal quarter of 2003 compared with $6.2 million for the fourth
fiscal quarter of 2002. AirGate EBITDA for the quarter was
favorably impacted by special Sprint settlements of $1.9 million
and the effects of cost cutting measures taken earlier in the
year. Included in the AirGate fourth fiscal quarter of 2003
results are financial restructuring-related expenses of
approximately $3.0 million.

Consolidated revenues for the fourth fiscal quarter ended
September 30, 2003 were $89.3 million compared with $137.2 million
for the prior-year period. The Company reported a net loss of $7.8
million, or $0.29 per share, for the three months ended
September 30, 2003, compared with a net loss of $615.0 million, or
$23.83 per share, in the same period of fiscal 2002. Consolidated
EBITDA was $15.3 million during the fourth quarter of fiscal 2003,
which compares with an EBITDA loss of $566.4 million during the
fourth quarter of fiscal 2002. During the quarter ended
September 30, 2002, the Company recorded goodwill impairments of
$199.7 million, property and equipment impairments of $44.5
million, and intangible asset impairments of $312.0 million, each
of which was related to iPCS. The results of the unrestricted iPCS
subsidiary are included in the consolidated results of the fourth
fiscal quarter of 2002, but are excluded from the fourth fiscal
quarter of 2003 as a result of iPCS filing a Chapter 11 bankruptcy
case on February 23, 2003 for the purpose of effecting a court-
administered reorganization.

At September 30, 2003, the Company's balance sheet shows that
total liabilities exceeded its total assets by about $377 million.

                         Fiscal 2003 Review

For the fiscal year ended September 30, 2003, stand-alone AirGate
had revenues of $331.3 million and a net loss of $42.2 million.
For 2002, stand-alone AirGate had revenues of $313.5 million and a
net loss of $92.8 million. On a stand-alone basis, EBITDA for
AirGate improved by $63.5 million to $46.8 million for the year,
compared with $16.7 million for fiscal 2002. AirGate net loss and
EBITDA for fiscal 2003 were favorably impacted by $25.0 million in
higher service revenues, a $27.3 million reduction in sales and
marketing expenses, primarily in advertising, a $16.1 million
improvement in bad debt expense and $8.6 million in special
settlements received from Sprint. The improvements in net loss
were partially offset by financial restructuring-related expenses
of approximately $3.0 million, increased interest expense of $7.2
million and increased depreciation and amortization expense of
$5.8 million.

For the fiscal year ended September 30, 2003, the Company reported
consolidated revenues of $410.0 million compared with $456.6
million for the prior year. The Company reported a net loss of
$84.8 million, or $3.27 per share, for the fiscal year ended
September 30, 2003, compared with a net loss of $996.6 million or
$41.96 per share, for fiscal 2002. Consolidated EBITDA was $38.0
million for fiscal 2003. During the year ended September 30, 2002,
the Company recorded goodwill impairments of $460.9 million,
property and equipment impairments of $44.5 million, and
intangible asset impairments of $312.0 million, each of which was
related to the Company's investment in iPCS. The consolidated
fiscal year results include the results of the unrestricted iPCS
subsidiary for the period beginning December 1, 2001 and ending
September 30, 2002 for fiscal year 2002 and for the period
beginning October 1, 2002 and ending February 23, 2003 for fiscal
year 2003.

During fiscal year 2003, the Company increased cash and cash
equivalents by $49.2 million. The increase is primarily
attributable to $10.5 from Sprint special settlements, $39.7
million from other operating cash flow activities and $17.0
million in additional borrowings under the AirGate credit
facility, offset by $16.0 million in capital expenditures and $2.0
in payments under the credit facility.

"This past year has been full of challenges for AirGate, " said
Thomas M. Dougherty, president and chief executive officer of
AirGate PCS. "The Company has been encumbered by the bankruptcy
and separation of iPCS from AirGate, the lingering effects on the
business and on our subscriber base of the Clear Pay program, loss
in market share, more competitive conditions and the restructuring
of the debt on our balance sheet."

"Despite these added challenges in fiscal 2003, we have continued
to focus on enhancing our operating performance with our 'smart-
growth' strategy," Dougherty continued. "The first phase of this
strategy has been targeted on improving EBITDA and increasing cash
while realizing slower, higher credit quality subscriber growth.
As evidence of this progress, in the fourth quarter we achieved
our third consecutive quarter of double-digit positive EBITDA (in
millions) for stand-alone AirGate. In addition, we achieved fourth
quarter EBITDA of $15.3 million despite incurring approximately
$3.0 million of expenses related to our financial restructuring."

"As for the second phase of the strategy, we have taken steps to
improve our capital structure," Dougherty continued. "First, we
have increased our cash position to $54.1 million during the
fourth quarter from $30.8 million at the end of the prior quarter.
Second, we are in the middle of pursuing a financial restructuring
which would reduce our debt service in 2005 and beyond. We believe
that our proposed restructuring will provide AirGate with a more
appropriate level of leverage for the current wireless
environment. Furthermore, with a restructured balance sheet, we
believe we will be in a better position to further improve the
margins in our business and build more value for our
stakeholders."

"As disclosed when we announced our proposed financial
restructuring, during the fourth quarter we experienced some
additional challenges," Dougherty continued. "Gross activations
were softer than originally expected with the loss of distribution
channels such as Circuit City and declines in market share.
Further exacerbating this was a spike up in churn by about 50
basis points. Despite the contraction in our subscriber base by
approximately 4,700 subscribers during the quarter, monthly
recurring revenues not only held firm but also increased in
absolute terms over the prior quarter. Although we expect
subscriber growth to be relatively flat in the quarter ending
December 31, 2003, we have also made progress in the current
quarter towards improving future subscriber growth with the
addition of a major local distributor."

"We are optimistic about our prospects for fiscal 2004 and the
completion of our proposed financial restructuring," Dougherty
continued. "Our noteholders and lenders have supported us during
the challenges we have faced over the past 18 months and in our
restructuring efforts. We have entered into an amendment of our
credit facility, which provides needed flexibility to complete the
restructuring and additional financial covenant flexibility. We
have asked the noteholders who are parties to the support
agreement to extend the expiration date to February 14, 2004, to
provide us additional time to complete the SEC review process. We
look forward to completing this financial restructuring so we can
focus our efforts on phases three and four of our strategy in
which we plan to pursue reductions in many of our operating
expenses currently controlled by Sprint, improvements to churn,
and other initiatives to accelerate the growth and profitability
of our business."

             Guidance for December 31, 2003 Quarter

We anticipate that revenues for the quarter ending December 31,
2003 will be consistent with those reported for the first fiscal
quarter of 2003. We anticipate that expenses will increase over
the prior quarter ended September 30, 2003 as gross subscriber
additions increase slightly and we incur additional expenses
related to the financial restructuring. We anticipate that our
subscriber base will remain relatively flat compared to the
quarter ended September 30, 2003.

Churn has improved to lower levels in October and November;
however, the implementation on November 24, 2003 of wireless local
number portability in 35% of our markets makes churn trends more
difficult to predict in the near term. Wireless local number
portability has not had a significant effect on our business since
its November 24, 2003 implementation; however, its impact during
the quarter ending December 31, 2003 and beyond is difficult to
predict.

                        iPCS Treatment

As previously announced, AirGate's unrestricted subsidiary, iPCS,
Inc. and its subsidiaries, iPCS Wireless, Inc. and iPCS Equipment,
Inc., filed a Chapter 11 bankruptcy case on February 23, 2003, for
the purpose of effecting a court-administered reorganization.
Subsequent to February 23, 2003, AirGate no longer consolidated
the accounts and results of operations of iPCS and the accounts of
iPCS were recorded as an investment using the cost method of
accounting. The financial and operating results presented here for
the fourth fiscal quarter of 2003 are for AirGate stand-alone. On
October 17, 2003, AirGate transferred its iPCS stock to a trust
organized under Delaware law and no longer has any interest in
iPCS. As a result of this transfer, iPCS will be accounted for as
a discontinued operation and the iPCS investment (approximately
$184 million credit balance carrying amount) will be eliminated
and recorded as a non-monetary gain from disposition of
discontinuing operations.

                   Credit Facility Amendment

In contemplation of the proposed restructuring, AirGate entered
into an amendment to its credit facility on November 30, 2003.
Certain changes are effective and are used in determining
compliance with financial covenants for periods ending
December 31, 2003 and thereafter. These changes clarify certain
ambiguities and modify the definition of, and period for
calculating, EBITDA for purposes of complying with financial
covenants under the credit facility. Management expects these
changes to generally assist AirGate in complying with these
financial covenants for the next twelve months. Under the
amendment, AirGate is required to pre-pay $10.0 million of
principal on the date the restructuring is complete. Of this
prepayment, $7.5 million will be credited against principal
payments otherwise due in 2004 and $2.5 million will be credited
against principal payments otherwise coming due in 2005. Other
changes are not effective unless the restructuring is completed.

            Reduction in Sprint/Affiliate Roaming Rate

Sprint has unilaterally reduced the reciprocal roaming rate among
Sprint and its PCS Affiliates, including the Company, over time,
from $0.20 per minute of use prior to June 1, 2001, to $0.10 per
minute of use in calendar 2002 to $0.058 per minute of use in
2003. On December 4, 2003, Sprint notified us that it intends to
reduce the reciprocal roaming rate to $0.041 per minute of use in
2004. If this reduction had been in effect in fiscal 2003, it
would have increased our net loss by $4.3 million.

                        Auditor Opinion

In connection with their audit of our year-end financial results,
KPMG LLP, our independent auditors, included an explanatory
paragraph for "going concern" in their audit opinion with respect
to our fiscal 2003 financial statements. Such an explanatory
paragraph would result in a default under our credit facility. We
have obtained an amendment of our credit facility to permit this
explanatory paragraph and prevent a default under the credit
facility.

                    Additional Information

AirGate has filed an exchange offer registration statement and a
proxy statement relating to the restructuring transaction and
exchange offer with the Securities and Exchange Commission.
Broadview International, LLC and Masson and Company are advising
AirGate on the transaction. Jefferies & Company has been appointed
dealer-manager for the exchange offer. AirGate and its directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of AirGate with
respect to the transactions contemplated by the exchange offer.
Information about AirGate's directors and officers is included in
AirGate's Annual Report on Form 10-K filed with the SEC on
December 16, 2003 and in AirGate's Proxy Statement for its 2003
Annual Meeting of Shareowners filed with the SEC on
January 28, 2003.

The foregoing reference to the registered exchange offer shall not
constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of shares of AirGate's common
stock or AirGate's 9-3/8% senior subordinated secured notes due
2009 in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state. Investors and security holders
are urged to read the Registration Statement on Form S-4,
including the prospectus relating to the exchange offer and the
Proxy Statement on Schedule 14A (and, in each case, any amendments
thereto) because they contain important information.

Preliminary drafts of these documents have been filed, and
amendments to these documents have and will be filed, with the
SEC. When these and other documents are filed with the SEC, they
may be obtained at the SEC's Web site at http://www.sec.gov/ You  
may also obtain each of these documents (when available) from
AirGate by directing your request to Barbara L. Blackford, Vice
President, General Counsel and Corporate Secretary at (404) 525-
7272.

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to
sell wireless mobility communications network products and
services under the Sprint brand in territories within three states
located in the Southeastern United States. The territories include
over 7.2 million residents in key markets such as Charleston,
Columbia, and Greenville-Spartanburg, South Carolina; Augusta and
Savannah, Georgia; and Asheville, Wilmington and the Outer Banks
of North Carolina.


ALLEGIANCE TELECOM: Inks Pact to Sell Assets to Qwest for $300MM
----------------------------------------------------------------
Allegiance Telecom, Inc. (OTC Bulletin Board: ALGXQ) has entered
into an agreement for Qwest Communications International Inc.
(NYSE: Q) to purchase substantially all of the assets of
Allegiance Telecom and its subsidiaries, except for Allegiance's
customer premises equipment sales and maintenance business
operated under the name of Shared Technologies and certain other
Allegiance operations.

Under the terms of the agreement, Qwest will purchase Allegiance
assets for approximately $300 million in cash.  In addition, Qwest
will issue approximately $90 million of convertible debt with a
conversion price of $6.10 per share and a coupon of 1.5 percent.

"Upon closing of this transaction, Qwest will have more POPS
[points of presence] than any other inter-exchange carrier in the
U.S., allowing us to better serve existing customers and
immediately expand our ability to serve more businesses than ever
before," said Richard C. Notebaert, Qwest chairman and CEO.  "With
these assets, we expect to improve Qwest's profitability and
expand our delivery of end-to-end communications solutions to
businesses nationwide."

The agreement is subject to approval by the U.S. Bankruptcy Court
and certain other government regulatory agencies.  Allegiance has
filed a motion with the Bankruptcy Court to begin a sale process
in which Qwest will be designated as the stalking horse bidder and
other interested potential bidders will have an opportunity to
offer higher bids for the assets of Allegiance. If Qwest is
successful in the bidding process, the company expects to close on
the transaction in 2004.

"We're pleased to announce that Qwest has been selected as the
stalking horse bidder," said Royce Holland, chairman and chief
executive officer of Allegiance Telecom.  "A Qwest-Allegiance
pairing would dramatically increase competition in the telecom
industry and would result in the first large-scale out-of-region
competitor for local telephone service between the regional Bell
companies -- a huge benefit to medium and small businesses. This
bold and strategic move by Qwest is exactly the competition that
was envisioned when the 1996 Telecom Act was passed."

"The Allegiance management team is supportive of this agreement
and believes this is the next logical step in maximizing synergies
and enhancing the ability to serve customers," Holland said.

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.  More
information is available at http://www.qwest.com/

Allegiance Telecom is a facilities-based national local exchange
carrier headquartered in Dallas, Texas. Allegiance Telecom is
currently pursuing financial restructuring plans under Chapter 11
of the U.S. Bankruptcy Code, as previously announced on May 14,
2003.

As a leader in competitive local service for medium and small
businesses, Allegiance offers "One source for business
telecom(TM)" -- a complete package of telecommunications services,
including local, long distance, international calling, high-speed
data transmission and Internet services and a full suite of
customer premise communications equipment and service offerings.
Allegiance serves 36 major metropolitan areas in the U.S. with its
single source provider approach. Allegiance's common stock is
traded on the Over the Counter Bulletin Board under the symbol
ALGXQ.OB. The bankruptcy filings were made in the U.S. Bankruptcy
Court in the Southern District of New York, case number
03-13057(RDD).  For more information, visit http://www.algx.com/
or for additional information regarding the Company's
reorganization, visit http://www.algx.com/restructuring/


ALLIED WASTE: Will Convert Series A Preferred to Common Stock
-------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) announced that at a
special meeting held Thursday its shareholders approved the
exchange of the Company's $1.3 billion 6-1/2% Series A Senior
Convertible Preferred Stock for 110.5 million shares of Allied
Waste common stock.  

Under the terms of the agreement related to this conversion, the
holders of the newly issued shares are restricted from selling for
one year the shares of common stock they receive in this
transaction.

"The conversion of the Series A Preferred Stock to common stock
represents another important step in simplifying Allied Waste's
balance sheet and accelerating the Company's progression toward
investment grade attributes.  We are gratified that shareholders
are recognizing the value of these actions, as almost 95% of the
votes cast were in favor of the conversion," said Tom Van Weelden,
Chairman and CEO of Allied Waste.

This transaction closed and was effective on December 18, 2003.

Allied Waste Industries, Inc. (S&P, BB Corporate Credit Rating,
Stable Outlook), is the second largest, non-hazardous solid waste
management company in the United States, providing non-hazardous
waste collection, transfer, disposal and recycling services to
approximately 10 million customers. As of June 30, 2003, the
Company operated 333 collection companies, 171 transfer stations,
171 active landfills and 64 recycling facilities in 39 states.


ALTIMAX VARIETY: Will File Proposal to Settle Creditors' Claims
---------------------------------------------------------------
Denninghouse Inc. (TSX: DEH), operator of 331 stores under the
"Buck Or Two, "Dollar Ou Deux" and "The Incredible Five & Ten"
banners, reported that a franchisee, Altimax Variety Limited,
operator of 34 Buck Or Two stores in Atlantic Canada has formally
given notice of its intent, within 30 days, to file a proposal to
creditors to settle outstanding claims.

Denninghouse learned of this filing Wednesday last week.

In the days preceding this filing, Denninghouse issued notices of
default and Altimax responded with a notice of dispute under the
dispute resolution provisions of its franchise agreements.

Chairman and Chief Executive Officer, Dennis Klein said, "Although
we have not yet spoken with representatives of Altimax about the
filing, we deemed it prudent to report this event because of the
number of stores operated by this franchisee. From a financial
reporting perspective, any historical amounts owed to us as
franchisor are not material. Once we fully understand Altimax's
position, we will be able to better evaluate our options with
respect to the continued operation of these stores and any future
financial implications."

Mr. Klein added, "It is our policy to work closely with
franchisees who experience financial difficulties. However, if a
franchise operator is unable to continue store operations,
Denninghouse generally assumes responsibility for the operation of
the store until such time as improved results allow the Company to
offer the store for resale.

"We are thoroughly committed to Atlantic Canada as a strong market
for Buck Or Two. We will strive to ensure our valued Buck Or Two
customers are well served in the long term by having strong and
successful Buck Or Two stores operating throughout this region."


AURORA FOODS: Appoints Bankruptcy Services LLC as Claims Agent
--------------------------------------------------------------
Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Wilmington, Delaware, relates that the Aurora Foods Debtors
have hundreds of creditors, potential creditors, and parties-in-
interest to whom notices in these Chapter 11 cases must be sent.  
The size of the Debtors' creditor body makes it impracticable for
the Debtors to, without assistance, undertake the task of sending
notices to creditors and other parties-in-interest.  The Debtors
believe that the most effective and efficient manner by which to
provide notice and solicitation in these cases is to engage an
independent third party to act as an agent of the Court.

The Debtors seek to employ Bankruptcy Services LLC as Claims,
Noticing, and Balloting Agent of the Bankruptcy Court pursuant to
Rule 2002 of the Federal Rules of Bankruptcy Procedure and Rule
2002-1(f) of the Delaware Local Rules.

Bankruptcy Services is a data processing firm that specializes in
Chapter 11 administration, consulting, and analysis, including
noticing, claims processing, voting, and other administrative
tasks in chapter 11 cases.  The Debtors wish to engage Bankruptcy
Services to send out certain designated notices and to maintain
claims files and a claims and voting register to expedite service
of notices, streamline the claims administration process and
permit the Debtors to focus on their reorganization efforts.
The Debtors believe that Bankruptcy Services is well qualified to
provide the services and assistance needed.  

Bankruptcy Services will perform the these services, at the
Debtors' or the office of the Clerk of the Bankruptcy Court for
the District of Delaware's request:

A. Prepare and serve required notices, including:

   (a) A notice of commencement of these Chapter 11 cases and the
       initial meeting of creditors under Section 341(a) of the
       Bankruptcy Code;

   (b) Claims bar date notices;

   (c) Claims Objection notices;

   (d) Hearing notices on a disclosure statement and confirmation
       of a plan of reorganization; and

   (e) Other miscellaneous notices as the Debtors or the Court
       may deem necessary or appropriate for an orderly
       administration of these Chapter 11 cases;

B. Filing with the Clerk's Office affidavits of service that
   includes after the service of certain notices:

   (a) a copy of the notice served;

   (b) an alphabetical list of persons and their addresses on
       whom the notice was served; and

   (c) the date and manner of service;

C. Maintain copies of all proofs of claim and proofs of interest
   filed in these cases;

D. Maintain official claims registers in these cases by docketing
   all proofs of claim and proofs of interest in a claims
   database that includes information for each claim or interest
   asserted:

   (a) The name and address of the claimant or interest holder
       and any agent, if the proof of claim or proof of interest
       was filed by an agent;

   (b) The date the proof of claim or proof of interest was
       received by Bankruptcy Services and the Court;

   (c) The claim number assigned to the proof of claim or proof
       of interest; and

   (d) The asserted amount and classification of the claim;

E. Implement necessary security measures to ensure the
   completeness and integrity of the claim registers;

F. Transmit to the Clerk's Office a copy of the claim registers
   on a monthly basis, unless requested by the Clerk's Office on
   a more or less frequent basis;

G. Maintain a current mailing list for all entities that have
   filed proofs of claim or proofs of interest and make the list
   available to the Clerk's Office or any party-in-interest upon
   request;

H. Provide access to the public for examination of copies of the
   proofs of claim or proofs of interest filed in these cases
   without charge during regular business hours;

I. Record all transfers of claims pursuant to Rule 3001(e) of
   the Federal Rules of Bankruptcy Procedure and provide notice
   of the transfers as required by Bankruptcy Rule 3001(e);

J. Comply with applicable federal, state, municipal and local
   statutes, ordinances, rules, regulations, orders, and other
   requirements;

K. Provide temporary employees to process claims, as necessary;

L. Promptly comply with further conditions and requirements as
   the Clerk's Office or the Court may at any time prescribe;
   
M. Provide balloting and solicitation services, including
   preparing ballots, producing personalized ballots, and        
   tabulating creditor ballots on a daily basis; and

N. Provide other claims processing, noticing, balloting, and
   related administrative services as may be requested from time
   to time by the Debtors.

Other services that the Debtors need involve certain data
processing and ministerial administrative functions, including:
   
   (a) working with the Debtors and their undersigned counsel in
       preparing their schedules, statements of financial
       affairs, and master creditor lists, and any amendments to
       it, to the extent the service is solely administrative and
       does not amount to the rendering of legal advice;

   (b) if necessary, reconciling and resolving claims; and

   (c) acting as solicitation and disbursing agent in connection
       with the Chapter 11 plan process.

In turn, the Debtors will pay Bankruptcy Services its fees,
pursuant to its standard rates, that are at least as favorable as
the prices Bankruptcy Services charges in Chapter 11 cases in
which it has been retained to perform similar services.  

Bankruptcy Services' fees and expenses, incurred in the
performance of the services will be treated as administrative
expenses of the Debtors' Chapter 11 estates and will be paid by
the Debtors in the ordinary course of business.  As an
administrative agent and an adjunct to the Court, the Debtors do
not believe that Bankruptcy Services is a "professional" whose
retention is subject to approval under Section 327 of the
Bankruptcy Code or whose compensation is subject to approval of
the Court under Sections 330 and 331.

Bankruptcy Services will submit to the United States Trustee
copies of the invoices provided to the Debtors for services
rendered on a monthly basis.  If any dispute arises between
Bankruptcy Services and the Debtors that pertain to fees and
expenses, the dispute will be presented to the Court for its
resolution.

Bankruptcy Services represents, among other things, that:

   (1) It will not consider itself employed by the United States
       government and will not seek any compensation from the
       United States government in its capacity as the Claims,
       Noticing, and Balloting Agent in these Chapter 11 cases;

   (2) By accepting employment in these Chapter 11 cases, it
       waives any rights to receive compensation from the United
       States government;

   (3) It will not be an agent of the United States and not act
       on behalf of the United States; and

   (4) It will not employ any past or present employees of the
       Debtors in connection with its work.

Moreover, Bankruptcy Services will continue to serve as Claims,
Noticing, and Balloting Agent until the Court relieves it of the
service.  Specifically, in the event these cases are converted to
cases under Chapter 7 of the Bankruptcy Code, Bankruptcy Services
requests that it continues to be paid for its services until the
claims filed in the Chapter 11 cases have been completely
processed.  If claims agent representation is necessary in the
converted Chapter 7 cases, Bankruptcy Services will continue to
be paid in accordance with Section 156(c) of the Judiciary
Procedures.

Ron Jacobs, Bankruptcy Services LLC President, tells the Court
that to the best of his knowledge neither Bankruptcy Services nor
any of its employees has any:

   -- connection with the Debtors, their creditors or any other
      party-in-interest; and

   -- interest adverse to the Debtors' estates with respect to
      the matters which the Bankruptcy Services is to be engaged.

Accordingly, the Court grants the Debtors' request to employ
Bankruptcy Services LLC as Claims, Noticing and Balloting Agent
of the Bankruptcy Court. (Aurora Foods Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


BAVARIA FIN.: Fitch Withdraws Ratings After Meeting Obligations
---------------------------------------------------------------
Fitch Ratings has withdrawn the following ratings:

     -- Bavaria Finance Funding I LLC asset-backed commercial
          paper 'F1';
     -- Bavaria Delaware Finance I LLC, counterparty rating 'AAA';
     -- BAV Jersey Finance Limited, Class A-2 Indenture Notes
          'AA';
     -- BAV Jersey Finance Limited, Class B-1 Indenture Notes
          'BBB'.
     -- BAV Jersey Finance Limited, Class B-2 Indenture Notes
          'BB'.

The rating withdrawals are a result of the early retirement of the
BAV Jersey Finance Limited class A-2, B-1, and B-2 notes which
provide credit enhancement to the Bavaria Finance Funding I LLC's
commercial paper and support Bavaria Delaware Finance I LLC in
meeting its counterparty obligations in a timely manner.

BAV Jersey, Bavaria Finance, and Bavaria Delaware were established
in December 1999 and are sponsored, managed and administered by
Bayersiche Hypo- und Vereinsbank AG (HVB, rated 'A/F1'). Fitch's
ratings are being withdrawn following HVB's December 15, 2003 call
of all of BAV Jersey's outstanding Notes and repayment of all of
Bavaria Finance's outstanding commercial paper.


BUCKEYE TECHNOLOGIES: Exchange Offer for 8.5% Sr. Notes Expires
---------------------------------------------------------------
Buckeye Technologies Inc. (NYSE:BKI) has completed its offer to
exchange up to $200,000,000 aggregate principal amount of its
unregistered 8-1/2% Senior Notes due 2013, which were issued on
September 22, 2003, for debt securities of like principal amount
that have been registered under the Securities Act of 1933, as
amended.

The expiration date for the exchange offer was 5:00 p.m., New York
City time, on December 18, 2003, at which point all of the
aggregate principal amount of the outstanding 8-1/2% Senior Notes
due 2013 had been validly tendered in the exchange offer.

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: Creditors' Panel to Appoint a Plan Administrator
--------------------------------------------------------------
Prior to the Effective Date, the Creditors Committee in the
Chapter 11 cases of Budget Group Inc., and its debtor-affiliates
will designate a person who will serve as the Plan Administrator
under the Plan Administration Agreement and Liquidation Plan.  The
person will serve in that capacity until his or her resignation
or discharge and the appointment of a successor Plan
Administrator by the Plan Committee in accordance with the Plan
Administration Agreement.

           Rights, Powers and Duties of Reorganized BGI
                  and the Plan Administrator

The Reorganized BGI will retain and have all the rights, powers
and duties necessary to carry out its responsibilities under the
Plan.  The rights, powers and duties, which will be exercisable
by the Plan Administrator on behalf of the Reorganized BGI
pursuant to the Plan and the Plan Administration Agreement
subject to the limitations of the Plan Administration Agreement
and the Plan will include, among others:

    (1) investing Reorganized BGI's Cash, including, but not
        limited to, the Cash held in the Reserves in:

        (a) direct obligations of the United States of America or
            obligations of any agency or instrumentality thereof
            which are guaranteed by the full faith and credit of
            the United States of America;

        (b) short-term obligations of the United States of
            Treasury and repurchase agreements fully
            collateralized by obligations of the United States
            Treasury, including funds consisting solely or
            primarily of the obligations and repurchase
            agreements;

        (c) money market deposit accounts, checking accounts,
            saving accounts or certificates of deposit, or other
            time deposit accounts that are used by a commercial
            bank or savings institution organized under the laws
            of the United States of America or any state thereof;
            or

        (d) any other investments that may be permissible under
            Section 345 of the Bankruptcy Code of any other Court
            order;

    (2) calculating and paying all distributions to be made under
        the Plan, the Plan Administration Agreement and other
        Bankruptcy Court order to holders of Allowed U.S. Debtor
        Group Administrative Claims, Allowed Class 2A Claims,
        Allowed Class 3A Claims, Allowed Class 4A Claims and
        Allowed Class 5A Claims;

    (3) employing, supervising and compensating professionals
        retained to represent the interest of and serve on behalf
        of Reorganized BGI;

    (4) making and filing tax returns for any of the Debtors in
        the U.S. Debtor Group or Reorganized BGI;

    (5) seeking estimation of contingent or unliquidated claims
        under Section 503(c) of the Bankruptcy Code for claims
        filed against the estates of the U.S. Debtor Group;

    (6) seeking determination of tax liability under Section 505
        of the Bankruptcy Code;

    (7) prosecuting avoidance actions under Sections 544, 545,
        547, 548 and 553 of the Bankruptcy Code;

    (8) prosecuting turnover actions under Sections 542 and 543
        of the Bankruptcy Code;

    (9) prosecuting, settling, dismissing or otherwise disposing
        of the U.S. Debtor Group Litigation Claims;

   (10) dissolving Reorganized BGI;

   (11) exercising all powers and rights, and taking all actions
        contemplated by or provided for in the Plan
        Administration Agreement; and

   (12) taking any and all other actions necessary or appropriate
        to implement or consummate the Plan and the provisions of
        the Plan Administration Agreement.

                    Oversight by Plan Committee

The Plan Administrator will consult with the Plan Committee on a
regular basis with respect to his responsibilities under the Plan
and will have no authority to act on behalf of the Reorganized
BGI without first obtaining the Plan Committee's approval for the
actions, other than in connection with actions which are not
material or which are administrative in nature.  The Plan
Administrator may seek the Plan Committee's approval by providing
the Plan Committee with a written recommendation with respect to
any action the Plan Administrator proposes to take.  If the Plan
Committee does not respond within five business days of the Plan
Administrator sending the written recommendation, the Plan
Committee will be deemed to consent to the action and the Plan
Administrator may act accordingly.  In addition, the Plan
Administrator will not exercise any rights or take any actions on
behalf of the Reorganized BGI in a manner contrary to the
direction of a majority of the Plan Committee; provided, however,
that the Plan Administrator will have the authority to seek
direction from the Bankruptcy Court solely with respect to issues
on which the Plan Administrator in good faith believes its
fiduciary duty requires it to act in a manner contrary to the
direction of the Plan Committee.

              Compensation of the Plan Administrator

The Plan Administrator will be compensated from the Reorganized
BGI's Operating Reserve pursuant to the terms of the Plan
Administration Agreement.  Any professionals retained by the Plan
Administrator will be entitled to reasonable compensation for
services rendered and reimbursement of expenses incurred from
Reorganized BGI's Operating Reserve.  The payment of the fees and
expenses of the Plan Administrator and its retained professionals
will be made in the ordinary course of business and will not be
subject to Bankruptcy Court approval. (Budget Group Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc., 215/945-
7000)    


CADIZ INC: Implements Reverse Stock Split Trading Adjustment
------------------------------------------------------------
Cadiz Inc. (OTC:CDZI) announced that its previously reported 1 for
25 reverse stock split, became effective Thursday with trading in
the Company's stock.

As a result of the reverse split, the Company's trading symbol
changed from "CLCI" to "CDZI." All trading of the Company's stock
will be conducted under the new symbol.

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/

                         *    *    *

As reported in Troubled Company Reporter's December 10, 2003
edition, Cadiz Inc. 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.


CAMBRIA COUNTY: S&P Affirms B Rating, Citing Weak Finances
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' underlying
rating (SPUR) on Cambria County, Pennsylvania's outstanding GO
bonds. In addition, Standard & Poor's has revised its outlook to
negative and removed the rating from CreditWatch.

"The rating reflects a very weak financial position, with a
negative $4.5 million unreserved general fund balance projected
for fiscal year-end 2002; weak liquidity, requiring annual cash-
flow borrowing that increased to $10 million in 2002; limited tax-
revenue-raising flexibility for operations and maintenance, with
the fiscal 2004 O&M tax levy at the 25-mill limit; and a limited
local economic base with below average wealth indicators and a
historically high unemployment rate," commented Standard & Poor's
credit analyst Baltazar Juarez.

The bonds are secured by the county's GO pledge.

In July 2003, Standard and Poor's downgraded the county's GO
rating from 'BBB-' to 'B'. At this time, the rating was also
placed on CreditWatch with negative implications.

The negative CreditWatch was predicated on triggers that are in
place on outstanding county debt. With the county's GO rating
below investment grade, some of the county's outstanding debt,
including a $9.5 million GO bond issue, could become immediately
due and payable.

To date, however, management reports that no outstanding debt has
been called, and that no triggers are expected to be pulled.
Although no triggers have been pulled, the possibility still
exists that this debt could become immediately due and payable.

The CreditWatch Negative was also predicated on the county being
able to finalize the sale of the county-owned nursing home (Laurel
Crest Manor). The sale of this facility has been completed for
$11.5 million.

County management will use the bulk of these proceeds to repay a
tax and revenue anticipation note of $10.0 million coming due
Dec. 30, 2003.

An estimated $45.3 million of outstanding debt is affected by this
rating action.

The negative outlook reflects the triggers that are in place on
outstanding debt and the possibility that these triggers could be
activated requiring the debt to become immediately due and
payable.

The negative outlook is also predicated on management's ability to
develop a sound and meaningful multi-year financial plan that
addresses the substantial fiscal challenges.


CAM CBO I: Fitch Affirms Class C Note Rating at Lower-Junk Level
----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on CAM CBO I
Ltd.:

  -- $44,703,473 class A notes upgraded to 'AAA' from 'AA-';
  -- $21,000,000 class B notes downgraded to 'B+' from 'BB-';
  -- $27,838,615 class C notes affirmed at 'C';

CAM CBO I Ltd., a collateralized bond obligation, is managed by
Conning Asset Management. The CBO was established in November 1998
to issue debt and equity securities and to use the proceeds to
purchase high yield bond collateral. Since the end of the CBOs
revolving period on Dec. 1, 2002, principal has been used to
paydown the class A notes. The paydown has accelerated due to the
failure of overcollateralization tests, which have allowed for
some interest cashflows that would have been used to pay the class
C notes and the equity to retire the class A notes. Furthermore,
the class C notes have been capitalizing unpaid interest payments
or pay-in-kind for the last several payment periods.

According to the Nov. 18, 2003 trustee report, CAM CBO I's
collateral currently includes a par amount of $23 million (25.93%)
in defaulted assets. The class A OC test is passing at 142.3% with
a trigger of 134%. According to the report, the class A notes have
paid down 55.3% since closing. The class B and Total OC tests are
failing at 106.3% and 80.7% with triggers of 118% and 107%,
respectively.

Fitch has reviewed the credit quality of the individual assets
comprising the portfolio, including discussions with Conning Asset
Management. In addition, Fitch has conducted cash flow modeling
using various default timing and interest rate scenarios.

Fitch will continue to monitor CAM CBO I.


CHAMPIONSHIP AUTO: Violates 2004 Road America Sanctioning Pact
--------------------------------------------------------------
Road America has notified Championship Auto Racing Team that CART
breached its 2004 sanctioning agreement when it attempted to
assign its non-transferable contract with Road America to the Open
Wheel Racing Series, according to George Bruggenthies, president
and general manager.

CART signed over its assets to OWRS on Dec. 15 and filed for
bankruptcy on Dec. 16. CART alleges that the Road America contract
now is part of the bankruptcy proceedings to be decided by an
Indianapolis judge. Road America's attorneys notified CART on
Monday, Dec. 15.

"All of CART's assets are before a bankruptcy judge," said
Bruggenthies, "And resolution of the bankruptcy issues could take
quite a while. Everything is up on the air, and again this year
Road America's race fans can't make definitive plans.

"No one can predict the future, and the future for CART at this
point is uncertain," he continued, "Because everything is in the
hands of a judge who must make a decision on a complicated
bankruptcy."

"The Grand Prix of Road America's schedule will go forward with
the notation 'CART to be determined,'" said Bruggenthies, because
of the uncertainty. Other series slated to compete during the
Grand Prix of Road America Presented by the Chicago Tribune
weekend include Motorock Trans-Am Series for the BF Goodrich Cup,
Toyota Atlantic and a Barber Dodge Pro Series doubleheader. Other
series may be added.

"We have a business to run, and at the most basic level, products
to sell," Bruggenthies continued. "Our product is racing
entertainment and all that involves, from race fans making summer
plans and buying tickets to corporate relationships.

"We need adequate time to market our schedule. This unexpected
maneuver by CART has really placed things up in the air for 2004,"
he said. "We must be responsive to the motorsports business and
work to deliver an excellent racing and entertainment experience
for Road America's race fans, sponsors, riders and drivers."

In 2003 Road America negotiated, with race legend Mario Andretti's
help, a two-year contract with CART to end in 2004.

"It appears that there may be a new management group who may now
define Champ Cars," Bruggenthies said. "We'll keep the lines of
communication open, and like other open-wheel race fans, hope for
the best."

Championship Auto Racing Teams, Inc. (OTC Bulletin Board: CPNT.OB)
owns, operates and markets the 2003 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.


CHI-CHI'S: Jaspan Schlesinger Serving as Panel's Local Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Chi-Chi's Inc.,
seeks to hire Jaspan Schlesinger Hoffman LLP as Local Counsel.

Jaspan Schlesinger, as the Committee's local counsel, will:

     i) advise the Committee and representing it with respect to
        proposals and pleadings submitted by the Debtors or
        others to the Court or the Committee;

    ii) represent the Committee with respect to any plans of
        reorganization or disposition of assets proposed in
        these cases;

   iii) attend hearings, drafting pleadings and generally
        advocating positions which further the interests of the
        creditors represented by the Committee;

    iv) assist in the examination of the Debtors' affairs and a
        review of their operations;

     v) advise the Committee as to the progress of the Chapter
        11 cases; and

    vi) perform such other professional services as are in the
        best interests of those represented by the Committee.

Jaspan Schlesinger's hourly rates for work of this nature are:

          Paralegals       $140 per hour
          Associates       $250 per hour
          Partners         $350 per hour

Jaspan partner Frederick B. Rosner, Esq., assures the Court that
his firm has had no prior connection with the Debtors, their
creditors or any other party in interest and is a "disinterested
person" as defined in the Bankruptcy Code.

Headquartered in Irvine, California, Chi-Chi's Inc., and its
debtor-affiliates are all direct or indirect operating subsidiary
of Prandium and FRI-MRD Corporation and each engages in the
restaurant business. The Company filed for chapter 11 protection
on October 8, 2003 (Bank. Del. Case No. 03-13063). Bruce Grohsgal,
Esq., and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub represent the Debtors in their
restructuring efforts.  


CLAY-TECH: Will Hold Special Feb. 2 Meeting to Wind Down Company
----------------------------------------------------------------
Clay-Tech Industries Inc., announced that at the upcoming Annual
General and Special Meeting of its shareholders, to be held at
10:00 a.m., February 2, 2004 at the offices of Crooks, Lawyers in
Calgary, the Directors will lay before the shareholders a
resolution to wind up the Corporation.  

Clay-Tech ceased trading its shares on the Alberta Stock Exchange
in 1997 and was subsequently delisted. It traded over the counter
on the CDN for a short period of time but was unable to relist on
a public exchange. The assets of the Corporation were sold in
2002 and the bulk of the sale proceeds were distributed to the
shareholders. The directors of the company attempted to market
the Corporation as a Reverse Takeover shell, but their efforts
were unsuccessful.  

By winding up the company management hopes that the distribution
made to the shareholders in 2002 (classified at that time as an
advance to shareholders) will be able to be characterized as a
Return of Capital.


CONCENTRA OPERATING: Elects David George to Board of Directors
--------------------------------------------------------------
Concentra Operating Corporation announced the election of David A.
George (48), the former President of Advance PCS, to its Board of
Directors and to the Board of Directors of Concentra Inc., its
parent corporation, effective December 15, 2003.

As President of Advance PCS from 2000 to 2003, George was
successful in his efforts to expand the company's customer base
and integrate its product lines. He served as Executive Vice
President of its predecessor company, Advance Paradigm, Inc., from
1999 until its acquisition of PCS Health Systems, resulting in the
creation of Advance PCS. At Advance Paradigm, George was
responsible for leading the company's rapid growth, both
organically and through acquisitions. He commenced his tenure with
Advance Paradigm upon joining the company's Board of Directors in
1998.

George began his career in 1979 with The Prudential, progressing
through a number of positions of increasing authority, ultimately
serving as President of Southern Operations, based in Atlanta,
Georgia. He left The Prudential in 1994 to become a founding
officer and Executive Vice President of MetraHealth. From United
Healthcare's purchase of MetraHealth in 1995 through 1999, George
served as Executive Vice President of United Healthcare and
assumed a key role in integrating the two entities and in
overseeing multiple large customer initiatives for the company.
George provided strategic oversight and direction in the
successful development of MetraHealth's healthcare delivery
system.

"I am very pleased to welcome David to our Board of Directors,"
commented Daniel Thomas, Concentra's Chief Executive Officer,
noting that George's "expertise in the healthcare and insurance
industries, as well as his proven abilities to successfully
integrate organizations and product lines, will bring immediate
value to our Board."

Concentra (S&P, B+ Corporate Credit Rating, Negative),
headquartered in Addison, Texas, the successor to and a wholly
owned subsidiary of Concentra Inc., provides services designed to
contain healthcare and disability costs and serves the
occupational, auto and group healthcare markets.


CONCENTRA INC: Moody's Withdraws Junk Sr. Debentures Rating
-----------------------------------------------------------
Moody's Investors Service ratings for Concentra, Inc.'s 14% senior
discount debentures due 2010 were withdrawn after the company
redeemed the notes. Ratings for Concentra Operating Corporation
remain unchanged.

     Ratings Withdrawn

         Concentra, Inc.

          * Caa1, senior discount debentures due 2010;

     Ratings Unchanged

         Concentra Operating Corporation

          * B1, senior implied;
          * B1, senior secured revolving credit facility of $100
               million due 2008;
          * B1, senior secured term loan of $335 million due 2009;
          * B2, issuer rating;
          * B3, senior subordinated notes of $143 million due
               2009; and
          * B3, senior subordinated notes of $180 million due
               2010.

Concentra Operating Corporation is the leading provider of fully-
integrated services to the occupational, auto, and group
healthcare markets. Services include employment-related injury and
occupational healthcare, case management, and cost containment
services. Concentra, Inc., is the holding company for Concentra
Operating Corporation.    


COTT CORPORATION: CEO Frank Weise Will Take $1 Salary in 2004
-------------------------------------------------------------
Cott Corporation (NYSE:COT; TSX:BCB) announced that Frank E.
Weise, chairman and chief executive officer, asked the Company's
Board of Directors to reduce his base salary to $1.00 for 2004 and
to re-direct his pay to help fund a college scholarship program
for dependents of Cott employees.

"I attribute a great deal of my business success to a good
education," said Weise. "It is the hope of my wife Debbie and
myself that these funds will play a role in helping the children
of Cott employees take advantage of opportunities ahead of them."

Cott's Board of Directors has approved the move at its regularly
scheduled meeting. Commenting on the action, lead director Serge
Gouin applauded Weise's generosity by stating, "Frank has been an
exempl ary leader of Cott Corporation as evidenced by his recent
recognition as CEO of the year in Canada. It is refreshing to see
that this leadership extends to personally making a difference in
the lives of the families of Cott employees."

Separately, Weise said that the Company continues on track to
achieve its current 2003 guidance with earnings of $1.03-$1.07 per
diluted share. Sales are expected to increase by about 16%. EBITDA
is expected to be between $190 and $194 million. Capital spending
is expected to be approximately $50 million. Final results for the
year will be announced on or about January 29, 2004.

Looking ahead in 2004, Weise added that he continues to see a
positive environment and anticipates further strong growth for
retailer brands. He sees sales for Cott next year growing 10-12%
(excluding acquisitions), EBITDA between $218 and $222 million,
and earnings per diluted share in the range of $1.18-$1.22.
Capital spending of $56 million is anticipated.

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.


COTT: Thomas Lee Units Complete Offering of 7.5M Common Shares
--------------------------------------------------------------
Cott Corporation (TSX:BCB and NYSE:COT) announced the closing of
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 did 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: Court Gives Nod for Anaheim Arena Termination Agreement
----------------------------------------------------------------
Arrowhead Pond, an arena in Anaheim, California, is owned by
Anaheim Public Improvement Corporation, a corporation wholly
owned by the City, until June 14, 2023.  Pursuant to a management
agreement, Ogden Facility Management Corporation of Anaheim
managed the Arena since 1993.  Ogden FMCA, with its parent,
Covanta Energy Corporation, has also incurred certain
reimbursement obligations:

   -- in connection with financing for the construction and
      operation of the Arena through the issuance of certain
      certificates of participation; and

   -- pursuant to a leasehold transaction in connection with the
      Arena.

                     The Management Agreement

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that pursuant to the Management Agreement,
Ogden FMCA is required to manage the Arena in which it is
entitled to receive a management fee, calculated as various
specified percentages of the Arena's gross revenues.  The Fee is
currently limited to $3,700,000 per year.

Ogden FMCA collects all revenues generated by its operation of
the Arena on behalf of the City, and is required to apply these
amounts to pay all of the Arena's operating expenses and debt
service.  Ogden FMCA is obligated to make cash advances on behalf
of the City and APIC, to cover any shortfall if there is
insufficient cash on hand to pay the Arena's operating expenses
and debt service.  Covanta has guaranteed these obligations of
Ogden FMCA.  Consequently, Covanta is effectively responsible for
debt service for the Arena.

In connection with its management obligations, Ogden FMCA has
entered into certain executory contracts with third parties for
the provision of food and beverage service, janitorial
maintenance, events booking, and other services necessary for
management of the Arena.  Ogden FMCA is also in possession of
certain miscellaneous furniture, equipment and other assets, used
in the management of the Arena, and a substantial portion of
which are owned by the City or APIC.

                      The COPS Transaction
                  and the CSFB Letter of Credit

The Arena was partially refinanced in 1993 by the City's issuance
of $126,500,000 of COPS, which are currently issued as variable
rate debt.  The City had locked in the interest rate through an
Interest Rate Swap Agreement between Bank of America N.A. and the
City, dated January 12, 1999.  Covanta guaranteed the City's
obligations to Bank of America under the Swap Agreement, pursuant
to the Guaranty of Covanta in favor of Bank of America dated
January 12, 1999.  The COPS are periodically remarketed, tendered
and resold by Merrill Lynch, Pierce, Fenner & Smith, Inc., as
remarketing agent, for terms of no more than 270 days, pursuant
to the COPS Remarketing Agreement between Merrill Lynch, the City
and Ogden FMCA, dated December 1, 1993, and the COPS Trust
Agreement between the City and the Bank of New York Trust Company
of California, dated December 1, 1993.  The COPS interest rate is
reset at the time of each tender and resale, pursuant to the COPS
Trust Agreement.  Merrill Lynch most recently tendered and resold
the COPS on November 5, 2003.

The current outstanding principal amount of the COPS is
$113,700,000.  Scheduled payments of principal and interest on
the COPS are made through a direct draw on a letter of credit
issued by CSFB, amounting to $117,100,000, of which $2,100,000
has already been drawn.  Ogden FMCA and the City are required to
reimburse CSFB for the amount of any draws on the CSFB Letter of
Credit under the Bank Agreement by and among the City, Ogden FMCA
and CSFB, dated December 1, 1993.

The City's obligations under the Bank Agreement are limited,
generally to cash available to the City pursuant to the
Management Agreement.  CSFB has participated its rights under the
CSFB Letter of Credit and the Bank Agreement to certain other
financial institutions.  Covanta's obligations with respect to
the COPS Transaction and the CSFB Letter of Credit constitute an
"Opt-Out Facility" for purposes of Covanta's prepetition
Revolving Master Credit and Participation Agreement between
certain of the Debtors and the Prepetition Lenders, dated
March 14, 2001, and the Intercreditor Agreement, between certain
of the Debtors and the Prepetition Lenders, dated March 14, 2001.

On August 5, 2002, CSFB, on behalf of itself and the CSFB Bank
Group, filed a proof of claim in these proceedings, asserting a
claim in the amount of the CSFB Letter of Credit, plus certain
fees and expenses.

                    The Leasehold Transaction

In 1999, Ogden FMCA and Covanta entered into a leasehold
transaction with the City in connection with the Arena.  The
Leasehold Transaction was structured as a lease of the Arena by
the City to an investor trustee, and a subsequent sublease of the
Arena back to the City.  The Leasehold Transaction was executed
pursuant to the Participation Agreement by and among Covanta, the
City, Ogden FMCA, the Investor Trustee, certain debt and equity
investors and certain other entities, dated as of January 6,
1999.  The Participation Agreement integrates the transaction
documents that are part of the Leasehold Transaction.

In connection with the Leasehold Transaction, the Investor
Trustee obtained two Leasehold Financings:

   (a) the Leasehold Debt -- a debt financing from AIG-FP Funding
       Limited, as lender under a Loan and Security Agreement,
       between the Investor Trustee and AIG-FP, dated as of
       January 6, 1999; and

   (b) the Leasehold Equity -- an equity financing from Bankers
       Commercial Corporation.

In consideration for the Loan Agreement, the Investor Trustee
pledged to AIG-FP its assets and assigned its rights, privileges
and remedies under the Sublease Agreement and certain other of
the Leasehold Documents.

The proceeds of the Leasehold Financing were applied to the
Investor Trustee's advance payment of the rent to the City under
the Lease.  In turn, the City escrowed much of the Advance Rent
with AIG-FP Special Finance Limited, as Debt Payment Undertaker,
and AIG Matched Funding Corp., as Equity Payment Undertaker.  The
Advance Rent secured the City's own rent obligations back to the
Investor Trustee pursuant to the Sublease Agreement.  The
Sublease Obligations are defeased and paid in part by the Debt
Undertaker and the Equity Undertaker.

Covanta bears certain liability under the financing arrangement.
Primarily, the City's remaining principal obligations under the
Leasehold Transaction, including any shortfalls on the Sublease
Obligations to the Investor Trustee that are not defeased by the
Debt Undertaker and the Equity Undertaker, and certain
obligations to indemnify AIG-FP, are undertaken and guaranteed by
Covanta, pursuant to:

   -- the Agreement between Ogden Corporation and the City, dated
      January 6, 1999;

   -- the Guaranty  Agreement between Ogden Corporation, BCC,
      AIG-FP, AIG-FP Finance and certain other parties, dated
      January 6, 1999; and

   -- the Participation Agreement.

These obligations are also secured by:

   (a) the BCC Letter of Credit -- a $26,000,000 letter of credit
       issued by Westdeutsche Landesbank Girozentrale in favor of
       BCC; and

   (b) the AIG Letter of Credit -- a $1,540,000 letter of credit
       issued by WestLB in favor of AIG-FP.

Covanta is the reimbursement party for both of the Leasehold
Letters of Credit.

Among the events of default of the Leasehold Documents are
declared defaults in the COPS Documents.  Accordingly, if CSFB or
another party declares a default of any of the COPS Documents,
other parties would be able to declare a default in the Leasehold
Documents, including the Ogden Guaranty, the Ogden Agreement and
the Leasehold Letters of Credit.  The Leasehold Documents also
require Covanta to provide certain additional letter of credit
coverage securing the Shortfall, as well as other obligations of
the City in connection with its Leasehold Transaction, from time
to time.  Currently, there is an anticipated Shortfall of
$33,000,000, of which $26,000,000 is secured by the BCC Letter of
Credit.  As of November 6, 2003, Covanta has not provided
additional letters of credit in connection with the Shortfall or
other City obligations.

           Default Notices in Connection With the Arena

Ms. Buell tells the Court that the Debtors' Chapter 11
proceedings and their financial situation leading up to the
proceedings have resulted in several alleged defaults on the
Management Agreement and certain Leasehold Documents:

   (a) The City has given Ogden FMCA a notice of default under
       the Management Agreement.  In the default notice, the City
       stated that it did not propose to exercise its remedies at
       that time and is stayed from doing so as a result of these
       bankruptcy cases; and

   (b) AIG-FP delivered a notice of default to Covanta in April
       2002, alleging that the bankruptcy filing in these Chapter
       11 proceedings constituted a default under the Sublease
       Agreement and Loan Agreement.  The notice of default also
       advised the Debtors that AIG-FP intended to exercise its
       remedies under the Leasehold Documents.

In immediate response to the notice of default, Ogden FMCA and
Covanta commenced an adversary proceeding against AIG-FP and BCC,
seeking an injunction against the enforcement of their remedies
under any of the Leasehold Documents.  The Covanta Parties
dismissed with prejudice the Adversary Proceeding solely as
against the AIG Defendants on May 29, 2003.  BCC remains a
defendant in the Adversary Proceeding.  Neither the AIG
Defendants nor BCC are currently pursuing any remedies under the
Leasehold Documents.

                 The Debtors' Efforts To Terminate
           Its Obligations In Connection With The Arena

In September 1999, the Debtors announced that it intended to
dispose of its non-core entertainment businesses, including those
in connection with the Arena, as part of its restructuring.  To
that end, the Debtors retained Wasserstein Perella & Co. and,
after the commencement of the Chapter 11 proceedings, Chilmark to
supervise a sales process for the Management Agreement.

Chilmark solicited interest from potential purchasers.  The few
preliminary indications of interest to purchase the Management
Agreement outright did not result in any firm offers.  However,
the sales process resulted in an offer from the City to effect a
complete termination of the Covanta Parties' obligations in
connection with the Arena, and to replace Ogden FMCA with the
City Designee as manager of the Arena.  Ms. Buell states that
this offer and subsequent negotiations led to a comprehensive
termination agreement for the management and financing of the
Arena.  

Accordingly, the Debtors ask the Court to authorize and approve
the Termination Agreement and the transactions contemplated
therein.  The principal provisions of the Termination Agreement
include:

A. Termination and Rejection of Management Agreement

   Ogden FMCA and Covanta will terminate and reject the
   Management Agreement at the Closing and in connection with the
   termination, the Covanta Parties and the City agree to
   irrevocably and unconditionally release each other from all
   obligations in connection with the Management Agreement, as
   per a mutual general release to be entered into by the Covanta
   Parties and the City.  As a condition to Closing, the City
   will also withdraw all proofs of claim against the Covanta
   Parties in the Chapter 11 Proceedings.

B. Rejection of Contracts

   Ogden FMCA and Covanta will reject these Contracts:

      (1) Management Agreement;

      (2) Arena Concessions Agreement between OFM and Aramark
          Entertainment, Inc., dated April 1, 1993, as amended
          and supplemented from time to time;

      (3) Booking Agreement between OFM and Nederlander Anaheim,
          Inc., dated November 13, 2000;

      (4) Stage work contract between Hirsh Entertainment Group    
          and OFM, originally dated June 1, 1996, and as amended
          from time to time; and

      (5) Personnel Services contract between Staff Pro Inc. and
          OFM, dated November 30, 2001.

C. Withdrawal and Release of Ogden FMCA and Covanta From the  
   Leasehold Transaction

   As conditions to the Closing:

      (a) the Leasehold Participants will have released the
          Covanta Parties from their obligations under the
          Leasehold Documents;

      (b) the Ogden Guaranty and Ogden Agreement will have been
          terminated, and the Covanta Parties will have been
          released from all obligations thereunder; and

      (c) the Leasehold Letters of Credit will have been returned
          to Covanta, undrawn, for cancellation -- the Leasehold
          Actions.  

D. CSFB Settlement, Including Termination of the COPS Transaction

   At the Closing, the Termination Agreement contemplates the
   performance of the COPS Actions:

     (a) the COPS will have been repurchased in full, out of the
         proceeds from a draw on the COPS Letter of Credit, and
         cancelled;

     (b) Ogden FMCA, Covanta and the City will have been released
         from all of their obligations and security interests
         granted to CSFB under the COPS Financing Documents,
         except for the "CSFB Residual Claim" which is the CSFB
         Claim minus the Reimbursement Amount;

     (c) CSFB will retain the CSFB Residual Claim in the
         Chapter 11 proceedings against the Covanta Parties; and

     (d) CSFB's release instrument will reflect that the CSFB
         Residual Claim Amount will reflect the reduction of
         the CSFB Claim by the Reimbursement Amount.

   The Termination Agreement also contemplates the payment by
   Ogden FMCA of up to $250,000 in fees and expenses incurred
   including fees of its counsel, Latham & Watkins and its  
   financial advisors, TRG.

E. Reimbursement Amount

   At the Closing, the City will pay CSFB to partially reimburse
   CSFB for the draw on the CSFB Letter of Credit.  The
   Reimbursement Amount is the sum of the Initial Payment and
   Additional Payment:

      (a) Initial payment to CSFB of $40,000,000, subject to
          adjustment by means of an estimated working capital
          test minus $1,000,000.  The Debtors expect that there
          will likely be a significant upward adjustment to the
          Initial Payment;

      (b) Separate escrow payment of $1,000,000 to an escrow
          agent; and

      (c) Additional payment to CSFB of the Escrow, plus or minus
          an adjustment to reflect the difference between the
          amount of the Working Capital Adjustment and the actual
          working capital as of the Closing.

F. Assumed Liabilities

   Subject to the Termination Agreement, at the Closing, the City
   will assume from the Covanta Parties and thereafter pay,
   perform, or discharge, or cause the City Designee to pay,
   perform, or discharge, in accordance with their terms and hold
   the Covanta Parties harmless in respect of:

      (a) all Current Liabilities, including the City Payable, as
          of the Closing Date;

      (b) all obligations with associated with the Assigned
          Contracts arising on or after the Closing Date;

      (c) all obligations associated with the Miscellaneous
          Property, arising on or after the Closing Date;

      (d) liabilities and obligations pursuant to Section 7.9(b)
          of the Termination Agreement; and

      (e) any Cure Costs.

G. Assumption and Assignment of Contracts

   The Covanta Parties will seek authority to assume and then
   assign to the City or the City Designee each of the Designated
   Contracts, and to assign to the City or the City Designee each
   of the Postpetition Contracts at Closing, free and clear of
   all liens, claims and encumbrances except Permitted Liens.  
   The City will be obligated to pay all liabilities under the
   Designated Contracts and Postpetition Contracts that are
   actually assigned to the City or the City Designee as of the
   Closing, including any and all cure amounts arising under
   Section 365 of the Bankruptcy Code or otherwise.

H. Transfer of Miscellaneous Property

   At the Closing, Ogden FMCA will transfer to the City, and the
   City will accept from Ogden FMCA, all of Ogden FMCA's right
   and interest in, to and under all of the Miscellaneous
   Property, free and clear of all liens, claims and encumbrances
   except Permitted Liens.

I. Excluded Liabilities

   The City will not assume or be under an obligation to pay,
   discharge or perform, and will not be deemed to have assumed,
   or to have agreed to pay, discharge or perform, as a result of
   the consummation of the transactions contemplated in the
   Termination Agreement and will not be liable for any
   liability, claim, commitment or obligation of the Covanta
   Parties.

J. Employees
  
   Before the Closing, the City or the City Designee will offer
   employment to each Arena Employee.  With respect to each Arena
   Employee who accepts the employment as of the Closing, the
   City or the City Designee will provide similar compensation
   and working hours as each Arena Employee enjoyed immediately
   prior to the Closing for the 45-day period immediately
   following the Closing Date.  The City will also provide group
   health coverage to the Arena Employees who had group health
   plan coverage immediately prior to the Closing Date.

K. Termination

   The Termination Agreement may be terminated at any time prior
   to the Closing by:

      (a) mutual consent of the Parties;

      (b) either the Covanta Parties or the City if:

          (1) the Closing has not occurred prior to January 21,
              2004;

          (2) a Governmental Authority will have taken action  
              that has become final and non-appealable
              prohibiting the transactions contemplated by the
              Termination Agreement;

          (3) the Bankruptcy Court approves an alternative
              transaction that is considered "better and higher"
              to the Covanta Parties, from a financial
              perspective; or

          (4) if any of the mutual conditions precedent will
              have become definitively incapable of fulfillment
              or cure;

      (c) the Covanta Parties or the City, as the case may be:

          (1) in the event of certain uncured breaches or
              defaults of covenants or agreements, or
              inaccurate representations or warranties, of the
              Cities or the Covanta Parties and that:

                 (i) in the case of the City, are material;
                     and

                (ii) in the case of the Covanta Parties, would,
                     if not cured, constitute, or reasonably be
                     expected to constitute, a material adverse
                     effect; or

          (2) if any of the conditions precedent of the City or
              the Covanta Parties, will have become definitively
              incapable of fulfillment or cure; and

      (d) the City if the Approval Order will not have become
          a Final Order by December 21, 2003.

If approved and consummated, these transactions would reduce by
at least $67,000,000 the amount of actual or contingent secured
claims asserted against the Debtors.

The three central components of the transactions contemplated
under the Termination Agreement -- termination of the Management
Agreement and the Covanta Parties' obligations and liabilities;
withdrawal of the Covanta Parties from the Leasehold Transaction;
and the CSFB Settlement -- are substantially intertwined.  Ms.
Buell explains that the City agreed to make the Reimbursement
Amount, which allows for the CSFB Settlement, in consideration of
its right to enter into the New Management Agreement with the
City Designee.  Also, withdrawal of the Covanta Parties from the
Leasehold Transaction was made more feasible by the CSFB
Settlement, which eliminates the risk of CSFB declaring a default
of the COPS Documents and triggering defaults in the Leasehold
Documents.  Appropriately, each of these threads of the
Termination Agreement has an additional benefit -- facilitation
of each of the other components of the Termination Agreement.

Ultimately, consummation of the Termination Agreement obviates a
substantial amount of claims asserted against the Debtors.  The
Debtors expect that the aggregate amount of the reduction will be
at least $67,000,000.

                          *     *     *

Judge Blackshear grants the Debtors' request in all respects.  
Furthermore, the Court authorizes Ogden FMCA to pay CFSB $248,516
in satisfaction of the CSFB Expenses.  

Mighty Ducks Hockey Club, Inc. objected the Debtors' request to
approve the Termination Agreement.  To resolve the objection, the
Court authorizes the Debtors to enter into a letter agreement
with Mighty Ducks.  Pursuant to the Mighty Ducks Letter
Agreement, the City will make a $750,000 payment to the City
Designee from the funds used to pay the Reimbursement Amount, so
that the Reimbursement Amount will be decreased by that amount,
thereby increasing the CSFB Residual Claim by the same amount.

Notwithstanding anything in the Order, the assumption by the City
or City Designee of the Assigned Contracts with Mighty Ducks will
include any obligations existing on the Closing with respect to
the Assigned Contracts, and a precondition to the Closing will be
full execution and delivery of the Mighty Ducks Letter Agreement.
(Covanta Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


CREDIT SUISSE: Fitch Affirms Six Low-B 2002-CP3 Note Ratings
------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston's commercial
mortgage pass-through certificates, series 2002-CP3, as follows:

        -- $39 million class A-1 'AAA'
        -- $127.9 million class A-2 'AAA'
        -- $521.9 million class A-3 'AAA'
        -- Interest-only classes A-SP and A-X 'AAA';
        -- $34.7 million class B 'AA';
        -- $40.3 million class C 'A';
        -- $9 million class D 'A-';
        -- $10.1 million class E 'BBB+':
        -- $14.6 million class F 'BBB';
        -- $15.7 million class G 'BBB-';
        -- $11.2 million class H 'BB+';
        -- $17.9 million class J 'BB';
        -- $6.7 million class K 'BB-';
        -- $4.5 million class L 'B+';
        -- $11.2 million class M 'B';
        -- $4.8 million class N 'B-'.

Fitch does not rate the $15.7 million class O certificate.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing.

Midland Loan Services, the master servicer, collected year-end
2002 financials for 99.4% of the pool balance. Based on the
information provided the resulting YE 2002 weighted average debt
service coverage ratio is 1.50 times, compared to 1.49x at
issuance for the same loans.

Currently, two loans (0.38%) are in special servicing. The largest
loan is secured by a 33,934 square foot office building in Winter
Park, Florida and is currently 90+ days delinquent. The special
servicer has commenced the foreclosure process. The second
specially serviced loan is secured by an 11,943 square foot office
building in Ft. Lauderdale, Florida. The new borrower has brought
the loan current, which is pending return to the master servicer.
Two loans (0.56%) reported YE 2002 DSCRs below 1.00x. One of the
loans (0.34%), Glen Oaks, is located in Austin, TX and is
suffering due to increased tenant turnover. Fitch reviewed credit
assessment of the Westfarms Mall loan (8.8%), a 600,148 square
foot (sf) retail mall located in Farmington, Connecticut. The note
in this transaction is one of two pari passu A notes. The other is
held in a separate trust. The DSCR for the loan is calculated
using borrower provided net operating income less required
reserves divided by debt service payments based on the current
balance using a Fitch stressed refinance constant. Based on its
stable performance, evidenced by a YE 2002 1.87x stressed DSCR,
the loan maintains an investment grade credit assessment.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


CROWN CASTLE: Determines Payment Consideration for Tender Offers
----------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) has determined the
consideration to be paid in connection with its cash tender offers
and consent solicitations relating to its outstanding 10-3/8%
Senior Discount Notes due 2011 (CUSIP No. 228227AD6) and its
11-1/4% Senior Discount Notes due 2011 (CUSIP No. 228227AF1).  

The tender offers and consent solicitations are subject to the
terms and conditions set forth in the Company's Offer to Purchase
and Consent Solicitation Statement dated November 24, 2003.

Holders of the Senior Discount Notes who tendered prior to 5:00
p.m. (EST) on December 9, 2003 will receive the tender offer
consideration plus the consent payment of $20.00 per $1,000
principal amount at maturity of Senior Discount Notes.  Holders
who tender after the Consent Date but prior to 5:00 p.m. (EST) on
December 23, 2003 will receive only the tender offer
consideration.

Under the terms of the tender offer for the 10-3/8% Notes, the
consideration for each $1,000 principal amount at maturity of
10-3/8% Notes tendered was determined on the third business day
prior to the Expiration Date (December 18, 2003).  

The consideration was calculated by taking (i) the present value
of $1,051.87, which is the redemption price applicable to the
10-3/8% Notes on May 15, 2004, the first date on which the 10-3/8%
Notes may be redeemed, determined on the basis of a yield to such
date using the sum of the yield to maturity of the 3-1/4% U.S.
Treasury Note due May 31, 2004, plus 50 basis points, and
subtracting (ii) the consent payment of $20.00 per $1,000
principal amount at maturity of 10-3/8% Notes.  The consideration
per $1,000 principal amount payable at maturity to holders of
10-3/8% Notes who tender after the Consent Date but prior to the
Expiration Date is equal to $1,025.69.  The total consideration
per $1,000 principal amount payable at maturity to holders of
10-3/8% Notes who tendered prior to the Consent Date is equal to
$1,045.69, representing the sum of the tender offer consideration
and the consent payment of $20.00 per $1,000 principal amount at
maturity of 10-3/8% Notes.  The assumed payment date is
December 24, 2003.

Under the terms of the tender offer for the 11-1/4% Notes, the
consideration for each $1,000 principal amount at maturity of
11-1/4% Notes tendered was determined on the third business day
prior to the Expiration Date (December 18, 2003).  The
consideration was calculated by taking (i) the present value of
$1,056.25, which is the redemption price applicable to the 11-1/4%
Notes on August 1, 2004, the first date on which the 11-1/4% Notes
may be redeemed, determined on the basis of a yield to such date
using the sum of the yield to maturity of the 7-1/4% U.S. Treasury
Note due August 15, 2004, plus 50 basis points, and subtracting
(ii) the consent payment of $20.00 per $1,000 principal amount at
maturity of 11-1/4% Notes. The consideration per $1,000 principal
amount at maturity payable to holders of 11-1/4% Notes who tender
after the Consent Date but prior to the Expiration Date is equal
to $1,026.03.  The total consideration per $1,000 principal amount
at maturity payable to holders of 11-1/4% Notes who tendered prior
to the Consent Date is equal to $1,046.03, representing the sum of
the tender offer consideration and the consent payment of $20.00
per $1,000 principal amount at maturity of 11-1/4% Notes.  The
assumed payment date is December 24, 2003.

J.P. Morgan Securities Inc., is acting as the Dealer Manager and
Solicitation Agent for the tender offers.  Requests for documents
may be directed to MacKenzie Partners, Inc., the Information
Agent, by telephone at (800) 322-2885 (toll-free) or (212) 929-
5500 (collect), or in writing at 105 Madison Avenue, New York, New
York 10016, Attention: Steve Balet. Questions regarding the tender
offer may be directed to Brian Tramontozzi of JPMorgan at (212)
270-9153.

Crown Castle (S&P, B- Corporate Credit Rating, Stable Outlook) is
among the largest wireless tower operators in the industry, with
about 10,718 sites and 3,472 sites in the U.S. and U.K.,
respectively. The company derives more than 80% of its revenues
from the tower leasing business and the remainder from network
services.


DAYTON SUPERIOR: S&P Drops Rating over Poor Market Expectations
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
construction products manufacturer, Dayton Superior Corp. The
corporate credit rating is now 'B'. The outlook is negative.

"The downgrade reflects Standard & Poor's expectations that
commercial construction markets are unlikely to improve
sufficiently in the near term to strengthen Dayton Superior's
credit measures to levels appropriate for the former ratings,"
said Standard & Poor's credit analyst Pamela Rice. Although the
U.S. economy has shown signs of improvement, commercial
construction activity tends to lag the upturn in the general
economy, and therefore Standard & Poor's believes Dayton
Superior's financial performance will remain weak. The company had
negative free cash flow of almost $30 million during the first
three quarters of 2003. Total debt at Sept. 30, 2003 was about
$350 million, with debt to last-12-months' EBITDA a very
aggressive 7.5x.

The ratings on Dayton, Ohio-based Dayton Superior reflect the
lengthy downturn in nonresidential construction markets, a highly
competitive price environment, volatile raw material costs, and
very aggressive financial policies. These factors are partly
offset by leading positions in niche construction products
markets, good geographic and customer diversity, and a flexible
cost structure.

Dayton Superior is the largest North American manufacturer and
distributor of metal accessories and forms used in concrete
construction. Products, including ties, bar supports, metal
assemblies, modular forms, and construction chemicals, are sold
via independent distributors as well as the company's own
extensive internal distribution network. About two-thirds of the
company's sales are to the infrastructure (highways, bridges,
utilities, and airport runways) and institutional (schools,
government buildings, and hospitals) construction segments, which
have been historically less cyclical than commercial and
residential construction. Infrastructure construction and repair
markets should be relatively healthy over the next few years,
boosted by authorization of a high level of federal highway
spending, although fiscal problems in some states and
municipalities could dampen prospects.


DIRECTV LATIN: Classification & Treatment of Claims Under Plan
--------------------------------------------------------------
In accordance with Section 1122 of the Bankruptcy Code, DirecTV
Latin America, LLC's Plan provides for the classification of
claims and equity interests.  Section 1122(a) permits a plan to
place a claim or an interest in a particular class only if the
claim or interest is substantially similar to the other claims or
interests in that class.

Pursuant to Section 1123(a)(1), Administrative Expense Claims,
Priority Tax Claims and DIP Facility Claims are not classified
and the holders of these Claims are not entitled to vote to
accept or reject the Plan.  Allowed Administrative and Allowed
Priority Claims are to be paid in full on the Effective Date of
the Plan, or, for ordinary course Administrative Claims, when the
claims become due and, for tax claims, as contemplated under
Section 507(a)(8).

Claims against and Interests in the Debtor are classified for all
purposes including voting, confirmation and distribution pursuant
to the Plan and pursuant to Sections 1122 and 1123(a)(1).  A
Claim or Interest will be deemed classified in a particular Class
only to the extent that the Claim or Interest qualifies for the
description and will be deemed classified in a different Class to
the extent that any remainder of that Claim or Interest qualifies
for the description of that different Class.  A Claim or Interest
is in a particular Class only to the extent that the Claim or
Interest is allowed in that Class and has not been paid or
settled before the Effective Date.

The Plan designates seven classes of Claims against and Interests
in the Debtor.

Class   Description              Treatment
-----   -----------              -----------------------
N/A     Administrative           Unimpaired, Paid in full in cash
        Expense Claims
                                 Estimated Recovery: 100%

N/A     Priority Tax Claims      Unimpaired, Paid in full in cash

                                 Estimated Recovery: 100%

N/A     DIP Facility Claims      Claimants will receive
                                 a portion of the Class 3
                                 share of the Reorganized
                                 Debtor Member Units.

                                 Estimated Claims: $148,000,000
                                 Estimated Recovery: 100%

1      Priority Claims          Unimpaired, Paid in full in cash

                                 Estimated Claims: $63,000

                                 Estimated Recovery: 100%

2      Secured Claims           Each Holder will:

                                 (a) receive legal, equitable and
                                     contractual rights to which
                                     it is entitled;

                                 (b) receive the collateral
                                     securing the claim, or

                                 (c) be rendered unimpaired

                                 Estimated Claims: $2,300

                                 Estimated Recovery: 100%

3      Hughes Claims            Hughes will receive:

                                 (a) full and final satisfaction
                                     of its allowed DIP Facility
                                     Claim;

                                 (b) a share in consideration of
                                     the Additional Hughes
                                     Contributions; and

                                 (c) to the extent there is any
                                     remaining value attributable
                                     to its share, full and final
                                     satisfaction of its allowed
                                     claims.

                                 Estimated Claims: $1,394,000,000

                                 Impaired, entitled to vote

4      General Unsecured        Each Holder will receive cash
        Claims                   payments equal to 20% of its
                                 Allowed Claim, in full and
                                 final satisfaction of the
                                 Allowed Claim

                                 Estimated Claims: $606,500,000

                                 Impaired, entitled to vote

5      Subsidiary Claims        No distribution

                                 Reorganized DirecTV will
                                 retain its interest in each of
                                 the subsidiaries

                                 Estimated Claims: $37,500,000

                                 Impaired, not entitled to vote

6      Put Agreement Claims     No distribution, all rights
        and Interest             will be cancelled and fully
                                 extinguished

                                 Estimated Claims: $189,500,000

                                 Impaired, not entitled to vote

7      Old Membership           No distribution, interests will
        Interests                be fully extinguished

                                 Impaired, not entitled to vote
(DirecTV Latin America Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DIVERSIFIED CORPORATE: Secures New Wells Cargo Credit Facility
--------------------------------------------------------------
Diversified Corporate Resources, Inc. (Amex: HIR) has been
approved for a new Senior Credit facility and expects to close the
facility with Wells Fargo Business Credit immediately.  

This facility more than doubles the Company's previous facility
which was with Greenfield Commercial Credit.  J. Michael Moore,
the Chairman and CEO of the Company, commented that, "We have had
a great partnership with Don Barr and his people at Greenfield,
but this new relationship with Wells Fargo validates our turn
around efforts during 2003 and ensures us that we will have
sufficient credit with which to significantly grow our business".

Diversified Corporate Resources, Inc. is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioPharm and Finance and Accounting.  The Company
currently operates a nationwide network of nine regional offices.

                          *    *    *
   
As reported in the Troubled Company Reporter's September 4, 2003
edition, Diversified Corporate Resources, Inc. dismissed Weaver
and Tidwell, L.L.P. as its independent accountants, effective
August 19, 2003, and appointed BDO Seidman, LLP as its independent
accountants.

The Weaver and Tidwell, L.L.P. reports on the Company's 2000, 2001
and 2002 consolidated financial statements were qualified as to
uncertainty regarding Diversified Corporate Resources' ability to
continue as a going concern.


DLJ COMMERCIAL: Fitch Affirms Four Low-B Note Classes' Ratings
--------------------------------------------------------------
DLJ Commercial Mortgage Corp.'s commercial mortgage pass-through
certificates, series 1998-CG1, are upgraded by Fitch Ratings as
follows:

        -- $39.1 million class A-2 to 'AAA' from 'AA+';
        -- $78.2 million class A-3 to 'AA' from 'A+';
        -- $23.5 million class A-4 to 'A+' from 'A';
        -- $70.4 million class B-1 to 'BBB+' from 'BBB';
        -- $23.5 million class B-2 to 'BBB' from 'BBB-';
        -- $15.6 million class B-3 to 'BBB' from 'BBB-'.

In addition Fitch affirms the following classes:

        -- $74.5 million class A-1A at 'AAA';
        -- $835.3 million class A-1B at 'AAA';
        -- $39.1 million class A-1C at 'AAA;
        -- Interest-only class S at 'AAA';
        -- $66.5 million class B-4 at 'BB';
        -- $15.6 million class B-5 at 'BB-';
        -- $27.4 million class B-6 at 'B';
        -- $15.6 million class B-7 at 'B-';

Fitch does not rate the $18.5 million class C certificates.

The rating upgrades reflect the transaction's paydown and
continued improved performance which has resulted in higher
subordination levels. As of the November 2003 distribution date,
the pool's aggregate certificate balance has decreased by 14.0%
since closing, to $1.34 billion from $1.56 billion.

Fitch reviewed the performance and underlying collateral of the
deal's three loans with investment grade credit assessments,
Rivergate Apartments (6.5%), Resurgens Plaza (2.2%) and the
Camargue (2.0%). The Fitch stressed DSCR for each loan is
calculated using servicer provided net operating income less
reserves divided by Fitch stressed debt service payment.

The Rivergate Apartments (6.5%) located in New York, New York, has
706 units and was built in 1985. Occupancy as of December 31, 2002
was 93.5%, compared to 97% at closing. The year-end 2002 DSCR is
1.53 times, compared to 1.36x at closing. Fitch is concerned with
the decline in occupancy and NCF year-to-year, and will continue
to monitor the progress of the collateral. The Resurgens Plaza
(2.2%) is a 388,000 sq. ft. office property located in the
Buckhead section of Atlanta, Georgia. Occupancy as of December 31,
2002 was 89.6%, consisting mostly of professional service tenant
firms. The YE 2002 DSCR has slightly declined to 1.76x, compared
to 1.84x at closing. The decline in NCF is attributed to the
decline in occupancy. Fitch continues to monitor the leasing
activity.

The Camargue (2.0%) is a 261-unit multifamily property located in
New York, New York, which was built in 1979. The Fitch net cash
flow adjusted for non-cash items and capital expenditures
increased approximately 28.4% since issuance. The corresponding
DSCR as of YE 2002 DSCR is 1.60x, compared to 1.37x at closing.

GEMSA Loan Services, the master servicer, collected YE 2002
borrower operating statements for 97% of the pool's outstanding
balance. The weighted average DSCR for YE 2002 increased to 1.64x
from 1.32x at closing. Currently, there are four loans (1.5%) in
special servicing. The Blue Ash Hotel (0.38%), located in Ohio is
currently real estate owned. The property transferred to the
special servicer as a result of declining market conditions and
deferred maintenance. The property is currently being marketed for
sale by the special servicer and losses are expected.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


DOMAN IND.: Canadian Court Extends CCAA Stay Until Jan. 23, 2003
----------------------------------------------------------------
The Supreme Court of British Columbia issued an unopposed order in
connection with Doman Industries Limited's proceedings under the
Companies' Creditors Arrangement Act, extending the stay of
proceedings to January 23, 2004. A copy of the order may be
obtained by accessing the Company's Web site at
http://www.domans.com/  

The extension of the stay of proceedings was sought and granted to
allow the restructuring process contemplated by the October 10,
2003 order of the Court to continue beyond the date originally
contemplated under that order.

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and NBSK
pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.


DONEGAL TOWN: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Donegal Town, Inc.
        42 Brickyard Court
        York, Maine 03909

Bankruptcy Case No.: 03-22005

Type of Business: Human services for disabled persons.

Chapter 11 Petition Date: December 11, 2003

Court: District of Maine (Portland)

Judge: James B. Haines Jr.

Debtor's Counsel: Andrew R. Sarapas, Esq.
                  Verrill & Dana, LLP
                  One Portland Square
                  P.O. Box 586
                  Portland, ME 04112
                  Tel: 207-774-4000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sanford Institution for       BankLoans $1,039,000      $618,508
Savings
900 Main Street
P.O. Box 472
Sanford
ME 04073-0472

State of Maine                Wage Claims                $88,060

State of Maine (Maine Care)   Section 21 Claims          $55,080

Banknorth Mortgage            Bank Loan                  $29,528

Cummings Lamont & McNamee     Accounting Services        $10,760

Maine Employers' Mutual       Insurance                   $8,841
Insurance

American Express              Credit Advances             $3,059

Philadelphia Insurance        Insurance premiums          $2,437
Companies  

AT&T Wireless                 Telephone services          $2,358

Central Maine Power Co.       Electric Services           $1,556

Met Life Small Business       Insurance Premiums          $1,104
Center


DURATEK INC: S&P Rates Corp. Credit & Sr. Sec. Facility at BB-
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-/Stable/--'
corporate credit rating to Columbia, Maryland-based Duratek, Inc.

At the same time, Standard and Poor's assigned its 'BB-' rating to
Duratek's $145 million senior secured credit facilities. Proceeds
of the term loan will be used to redeem substantially all
preferred stock held by the current equity sponsor, The Carlyle
Group, and to refinance the company's existing bank debt. Pro
forma for the refinancing, total debt outstanding will be
approximately $115 million.

"The ratings on Duratek, Inc. reflect its modest size and cash
flow, compounded by the operational risks associated with contract
bidding in a low-growth industry," said Standard & Poor's credit
analyst Paul Blake. These factors are offset by its below-average
business profile, which reflects its steady revenue base, limited
competition in primary service areas, and technological expertise
in the radioactive waste treatment market.

Duratek provides safe, secure radioactive materials disposition
and nuclear facility operations for commercial and government
customers. Its operations include radioactive material
characterization, processing, transportation, accident containment
and restoration services, and final disposition. The Department of
Energy-related contracts, which together with other federal
agencies, generate the majority of backlog and about 50% of the
company's revenues. The remaining part of the company's business
is derived from the commercial and utilities sectors. The Federal
Services and Commercial Services operations have long-term
contracts to provide engineering and technical services. The terms
of the contracts vary depending on the services required including
several with additional cost provisions and fixed fee structures.
The company capitalizes on its ability to provide a comprehensive
offering of low-level radioactive waste-related services.


ECHO SPRINGS: Creditors Approve CCAA Plan at December 15 Meeting
----------------------------------------------------------------
Echo Springs Water Corp. (TSX Venture: EWC) announced that, at
meetings held on December 15, 2003, the creditors of the
Corporation voted to approve a proposed plan of reorganization
under the Companies' Creditors Arrangement Act.

As reported in previous press releases, the Corporation
originally filed for protection and was granted a stay of
proceedings under the CCAA on August 18, 2003, which had
subsequently been extended to November 14, 2003. On November 14,
2003, Justice Cameron of the Ontario Superior Court of Justice
granted an order permitting the Corporation to, amongst other
things, submit the Plan to certain of the Corporation's creditors
and to call the Creditors' Meetings to consider and, if thought
advisable, approve the Plan.

The Plan is based on the terms of an offer made by CJC Bottling
Limited to sponsor the reorganization of the Corporation
in the CCAA proceeding which has been accepted by the Corporation.
Pursuant to the Sponsorship Offer, the Corporation has entered
into an interim management agreement with CJC pursuant to which
the business operations of the Corporation are presently under the
direction and control of CJC.

The key elements of the Plan include:

- Upon the implementation of the Plan, the Corporation shall pay
  Ascent Ltd., its principal bottle supplier, $1.1 million. In  
  addition to this $1.1 million, effective on and from the
  implementation of the Plan, the Corporation will be liable to
  pay Ascent the sum of $3.3 million on such terms and security as
  will be agreed to between CJC and Ascent.

- The unsecured creditors of the Corporation with proven claims
  shall share in $250,000 (the "Settlement Fund") to be
  distributed within 60 days of the implementation of the Plan.
  Each unsecured creditor with proven claims shall receive full
  payment for the first $500 of its claim and shall share, on a
  proportionate basis, the balance of the Settlement Fund after
  deduction for the payment of the first $500 of its claim. The
  Settlement Fund shall be paid to the Monitor on or before the
  implementation of the Plan.

- The Corporation will be authorized to borrow funds from CJC on
  a revolving basis to cover operating costs, up to a maximum
  aggregate amount as has been agreed to between the Corporation
  and CJC.

- Pursuant to the Canada Business Corporations Act, the securities
  of the Corporation shall be cancelled for no consideration and
  be of no further force and effect upon the implementation of the
  Plan and in accordance with the steps set out in the Plan. The
  holders such securities will thereafter have no rights relating
  thereto or arising therefrom, including rights of dissent or
  appraisal or any other rights arising under provincial
  securities laws, except any rights existing under the Plan.  

Having received the requisite approval from creditors, the
Corporation intends to apply to the Ontario Superior Court of
Justice for an order sanctioning the Plan on Thursday,
December 18, 2003.  

Echo Springs Water Corp. bottles, markets and distributes natural
spring water in Canada and the United States under its brands
Echo Springs and Canada's Choice and under private label brands.
The Corporation is a member of the International Bottled Water
Association and the Canadian Bottled Water Association.


EGAIN COMMS: Fails to Meet Nasdaq Minimum Listing Requirements
--------------------------------------------------------------
eGain Communications Corporation (NASDAQ: EGAN), a leading
provider of customer service and contact center software to the
Global 2000, received a notification from The Nasdaq Stock Market,
Inc., that the Company fails to comply with the requirements for
continued listing set forth in Marketplace Rule 4310(c)(2)(B),
which include minimum thresholds for stockholders equity, net
income or market value of listed securities.

The notification states that shares of the Company's common stock
are therefore subject to delisting from The Nasdaq SmallCap
Market.

In response to the notification, eGain requested a hearing before
the Nasdaq Listing Qualifications Panel to review the Staff's
determination, the hearing date for which shall be provided by the
Staff. The request automatically stays the delisting of the
Company's common stock. The Company intends to present a plan at
such hearing through which it expects to regain full compliance
with the applicable listing requirements. Until the Panel's
ultimate determination, the Company's common stock will continue
to be traded on the Nasdaq SmallCap market.

eGain (NASDAQ: EGAN) is a leading provider of customer service and
contact center software and services. Trusted by prominent
companies worldwide, eGain has been helping organizations achieve
and sustain customer service excellence for over a decade. 24 of
the 50 largest global companies rely on eGain to transform their
traditional call centers into profit centers, and extend their
service-based competitive advantage. eGain Service 6(TM), the
company's software suite, available licensed or hosted, includes
integrated, best-in-class applications for customer email
management, knowledge management, web self-service, live web
collaboration via chat and co-browsing, automation of fax and
paper-based service interactions, and service fulfillment. These
robust applications are built on the eGain Service Management
Platform(TM) (eGain SMP(TM)), a scalable next-generation framework
that includes end-to-end service process management,
multi-channel, multi-site contact center management, a flexible
integration approach, and certified out-of-the-box integrations
with leading call center, content and business systems.

Headquartered in Sunnyvale, California, eGain has an operating
presence in 18 countries and serves over 800 enterprise customers
worldwide. To find out more about eGain, visit
http://www.eGain.com/

eGain Communications' September 30, 2003 balance sheet shows a
working capital deficit of about $1.4 million, while total
shareholders' equity further dwindled to about $2 million from
about $4 million three months ago.


ENRON CORP: Obtains Clearance for Catholic Bishop Settlement
------------------------------------------------------------
Enron Energy Services, Inc., Enron Energy Services Operations,
Inc. and Catholic Bishop of Chicago entered into these
agreements:

   (1) Master Energy Management Agreement, dated December 31,
       1998;

   (2) Master Energy Project, Design & Construction Services
       Agreement, dated December 31, 1998; and

   (3) Master Finance Agreement, dated December 31, 1998.

On January 4, 2002, the Court authorized the Debtors to reject the
three Agreements pursuant to Section 365 of the Bankruptcy Code.

EESI and EESO accordingly invoiced Catholic Bishop $1,060,000 for
services rendered pursuant to the Agreements.  On the other hand,
Catholic Bishop filed proofs of claim for rejection damages
against EESI and EESO for $12,840,000. Catholic Bishop believed
that it is entitled to recoup any rejection damages it suffered
against the accounts receivable owed to EESI and EESO.

The Parties amicably settled all matters between them related to
the Agreements and released each other from all claims,
obligations and liabilities.  On August 20, 2003, EESI, EESO and
Catholic Bishop executed a Settlement Agreement and Mutual
Release.  The salient terms of the Settlement Agreement provide
for:

   (i) a payment by Catholic Bishop to EESO and EESI;

  (ii) Catholic Bishop's withdrawal, with prejudice, of all
       proofs of claim; and

(iii) mutual releases by EESI, EESO and Catholic Bishop of all
       claims, obligations, and liabilities under the Agreements.

Accordingly, pursuant to Section 363 and Rule 9019 of the Federal
Rules of Bankruptcy Procedure, EESI and EESO sought and obtained
the Court's approval for their Settlement Agreement with Catholic
Bishop. (Enron Bankruptcy News, Issue No. 90; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FELCOR: Weaker-than-Expected Results Spur S&P Downgrades
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on FelCor
Lodging Trust Inc., including its corporate credit rating to 'B'
from 'B+'.

At the same time, the ratings were removed from CreditWatch where
they were placed on Oct. 31, 2003. The outlook is now stable.  
About $2 billion in debt was outstanding on Sept. 30, 2003.

"The rating actions follow the company's weaker-than-expected
operating performance in the second half of 2003 which has
resulted in credit measures worsening from previous expectations,"
said Standard & Poor's credit analyst Craig Parmelee.  When
factoring in a recovery period of 18 months - 24 months, credit
measures are not expected to achieve levels consistent with the
previous ratings.  Prior to the CreditWatch listing, the outlook
was negative (since May 2003) indicating that there was little
room for a further weakening of credit measures.  

The ratings for FelCor reflect the company's high debt leverage
and ownership of several under-performing hotels. These factors
are offset by its adequate liquidity position, sizable hotel
portfolio, and management's ongoing effort to sell non-strategic
and/or under-performing hotels.

FelCor's operating performance in 2003 has been weaker than
expected.  The company has twice revised EBITDA estimates this
year, and currently expects RevPAR to decline by 4.0%-4.6% for the
full year, and EBITDA to be in the range of $242 million - $247
million (before an $121 million impairment loss).  This compares
to an initial expectation (provided in April 2003) of a 3%-4%
decline in RevPAR, and EBITDA of $252 million - $260 million.  
While 2003 was worse than expected for many lodging companies,
FelCor's credit measures were already quite weak for the previous
rating, and have now weakened to the point that a recovery of
these measures during the next 18 months - 24 months to levels
that would have supported the previous rating is unlikely.


FFP OPERATING: Turns to Hill Gilstrap for Ceccarelli Litigation
---------------------------------------------------------------
FFP Operating Partners, LP asks for permission from the U.S.
Bankruptcy Court for the Northern District of Texas, Fort Worth
Division, to employ Hill Gilstrap, PC as Special Counsel.

The Debtor needs to employ Hill Gilstrap to provide litigation
services, including representation on the case pending before the
344th Judicial District Court of Harris County, Texas, Case
No. 2003-44551 styled FFP Partners, LP Plaintiff, vs. Jack J.
Ceccarelli and Environmental Corporation of America, Inc.,
Defendants.

Because Hill Gilstrap, PC has represented the Debtor in the
Judicial District lawsuit prior to the Petition date, and is
already familiar with the case, the Debtor feels that the firm is
well qualified to render its services.

The attorneys who will seek compensation in exchange for their
services and their current hourly rates are:

          Frank Hill             $300 per hour
          Tim Truman             $300 per hour
          Stephanie Klein        $155 per hour
          Matthew D. Germany     $135 per hour
          Paraprofessionals      $75 per hour

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.


FLEMING COS.: Overview & Summary of Chapter 11 Plan
---------------------------------------------------
The Plan provides for the reorganization of the Fleming Debtors
centered around their remaining convenience store wholesale
distribution business.  As a result of certain restructuring
transactions, the Debtors' corporate structure will change as of
the Plan Effective Date.  On the Effective Date, as a result of
the transfer of Fleming's assets to Core-Mark Holdings III, Core-
Mark International, Inc., Core-Mark Interrelated Companies, Inc.,
Core-Mark Mid-Continent, Inc., Minter-Weisman Co., Head
Distributing Co. and other subsidiaries of Fleming will become
indirect, wholly owned subsidiaries of Core-Mark Newco.  Two new,
wholly owned subsidiaries of Core-Mark Newco -- Core-Mark
Holdings I and Core-Mark Holdings II -- will each own 50% of
another new subsidiary, Core-Mark Holdings III.

                        _________________
                       |                 |
                       | Core-Mark Newco |
                       |_________________|
                                |
                  ______________|_______________
                 |                              |
      ___________|__________        ____________|__________
     |                      |      |                       |
     | Core-Mark Holdings I |      | Core-Mark Holdings II |
     |______________________|      |_______________________|
                 |                              |
                 |______________________________|
                                |
                     ___________|____________
                    |                        |
                    | Core-Mark Holdings III |
                    |________________________|
                                |
                     ___________|____________
                    |                        |
                    | Remaining Subsidiaries |
                    |   of the Debtors       |
                    |________________________|


All Cash necessary for Core-Mark Newco and the Post-Confirmation
Trust, as applicable, to make payments pursuant to the Plan will
be obtained from the Reorganized Debtors' existing Cash balances,
operations, the Exit Financing Facility, the Rights Offering and
prosecution of Causes of Action, including collections of the
Litigation Claims, unless such Cash is not sufficient to fund the
Plan.  In those circumstances, the Debtors, with the consent of
the Official Committee of Unsecured Creditors, reserve the right
to raise Cash from a sale of some or substantially all of their
assets.  On the Effective Date, the Reorganized Debtors are
authorized to execute and deliver those documents necessary or
appropriate to obtain the Exit Financing Facility.  The purpose
of the Rights Offering is to allow the Debtors, through a sale of
Core-Mark Newco stock, to raise funds not otherwise available
from the Exit Financing Facility and other sources.

While details are scant, the Debtors describe the sources of
funding for the Plan:

1.  Exit Facility

Cash payments to be made under the Plan will be made by Core-Mark
Newco and the Post-Confirmation Trust.  However, the Debtors and
the Reorganized Debtors are entitled to transfer funds between
and among themselves from the Exit Financing Facility and
otherwise as they determine to be necessary or appropriate to
enable Core-Mark Newco and the Trust to satisfy their
obligations.

2.  Rights Offering

There is to be a "Rights Offering" to Holders of Class 6 Claims.  
This will permit the Holder to exercise Equity Subscription
Rights to buy shares of Preferred Stock, which will in turn be
convertible into New Common Stock at an unstated conversion
price.  The PIK dividend is unstated, and, while this stock is to
have a liquidation preference over common stock, that too is
unidentified.

3.  Sale of Subscription Rights to Equity Investor

The Debtors advise that they have entered into an Equity
Commitment Letter with an unidentified Equity Investor on
unidentified terms which obligates the Equity Investors to buy
any remaining shares of Preferred Stock available after the
Holders of Class 6 Claims have exercised their Equity
Subscription Rights.

Accordingly, the Debtors warn that to the extent that a large
enough amount of Equity Subscription Rights are exercised so that
less than an unstated amount of Preferred Stock remains available
for sale to the Equity Investor, and the Equity Investor
exercises its unidentified minimum purchase right, each
Exercising Claim Holder will be cut back pro rata on the number
of shares of Preferred Stock for which the Claim Holder has
exercised its Equity Subscription Rights.

No date is given for the beginning or end of the Subscription
Period, nor is any amount stated for the Subscription Purchase
Price.

4.  Sale of Assets

In the event that the Debtors do not have sufficient Cash from
their existing cash balances on the Effective Date, the Exit
Financing Facility, the Rights Offering, and pursuit of lawsuits
against prepetition creditors and other defendants, the Debtors,
with the consent of the Creditors Committee, reserve the right to
fund the Plan through a "sale of some or substantially all of the
assets of the Debtors."  No further information is provided.

                  Continued Corporate Existence

Each Debtor will, as a Reorganized Debtor, continue to exist
after the Effective Date as a separate legal entity, each with
all the powers of a corporation or partnership, as applicable,
under the laws of its jurisdiction of organization and without
prejudice to any right to alter or terminate that existence --
whether by merger or otherwise -- under the applicable state law.  
On and after the Effective Date, all property of the Estate and
any property acquired by the Debtors or the Reorganized Debtors
under the Plan will vest in the applicable Reorganized Debtor,
free and clear of all Claims, liens, charges or other
encumbrances.  The Reorganized Debtors may operate their
businesses and may use, acquire or dispose of property without
supervision or approval by the Bankruptcy Court and free of any
restrictions of the Bankruptcy Code or Bankruptcy Rules, other
than those restrictions expressly imposed by the Plan and the
Confirmation Order.

                   Issuance of New Securities

On the Effective Date, all notes, instruments, certificates and
other documents evidencing (a) the Old Notes, (b) the Old Stock
and (c) any stock options, warrants or other rights to purchase
Old Stock will be cancelled, and the Debtors' obligations under
the Securities will be discharged.  On the Effective Date, except
to the extent otherwise provided in the Plan, any indenture
relating to any of the foregoing, including, without limitation,
the Indentures, will be deemed to be cancelled, as permitted by
Section 1123(a)(5)(F) of the Bankruptcy Code, and the Debtors'
obligations under the Indentures, except for the obligation to
indemnify the Old Notes Trustees, will be discharged.  The
indentures that govern the rights of the Holder of a Claim and
that are administered by the Old Notes Trustees, an agent or
servicer, however, will continue in effect solely for the
purposes of (i) allowing the Old Notes Trustees, agent or
servicer to make the distributions to be made on account of such
Claims under the Plan and to perform such other necessary
administrative functions with respect thereto and (ii) permitting
the Old Notes Trustees, agent or servicer to maintain any rights
or liens it may have for fees, costs and expenses under the
indenture or other agreement.  Any fees or expenses due to any of
the Old Notes Trustees, agent or servicer will be paid directly
by the Debtors and will not be deducted from any distributions to
the Holders of Claims and Equity Interests.

On the Effective Date, Core-Mark Newco will issue all securities,
notes, instruments, certificates and other documents required to
be issued pursuant to the Plan, including, without limitation,
the New Common and Preferred Stock, each of which will be
distributed as provided in the Plan.  Core-Mark Newco will
execute and deliver other agreements, documents and instruments,
including the Registration Rights Agreement, if applicable.

             Reorganized Debtors' Directors & Officers

As of the Effective Date, the Debtors' principal officers
immediately before the Effective Date will be the Reorganized
Debtors' officers.  Pursuant to Section 1129(a)(5), the Debtors
will disclose, on or before the Confirmation Date, the identity
and affiliations of any Person proposed to serve on the initial
board of directors of Core-Mark Newco and each Reorganized
Debtor.  The initial board of directors of Core-Mark Newco will
consist of seven members:

       * the Chief Executive Officer of Core-Mark Newco;
       * [___] representatives selected by the Committee; and
       * [___] representatives selected by the Equity Investors.

To the extent any such Person is an "insider" under the
Bankruptcy Code, the nature of any compensation for that Person
will also be disclosed.  Each director and officer will serve
from and after the Effective Date pursuant to the terms of such
Reorganized Debtor's certificate of incorporation, and other
constituent documents.

                     Post-Confirmation Trust

Under the Plan, Core-Mark Newco will form a Post-Confirmation
Trust to administer certain of its post-confirmation
responsibilities under the Plan.  Core-Mark Newco will sign a
post-confirmation funding agreement with the Trust to fund it
with appropriate funds to carry out its duties and
responsibilities.

In general, the powers, authority, responsibilities and duties of
the Trust, and the allocation of those powers, authority,
responsibilities and duties between the Trust and Core-Mark
Newco, are undecided at the moment.  This will be included in a
Trust Agreement to be mutually agreed upon by the Debtors and the
Creditors Committee.  The Debtors and the Committee will also
agree on the appointment of the Trustee and members of the Trust
Advisory Board. (Fleming Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GE CAPITAL: Fitch Raises Rating for Class B-4 Notes to BB
---------------------------------------------------------
Fitch Ratings has taken rating actions on the following GE Capital
Mortgage Services, mortgage pass-through certificate:

GE Capital Mortgage Services, mortgage pass-through certificate,
GEM series 1999-1

        -- Class A affirmed at 'AAA';
        -- Class M upgraded to 'AAA' from 'AA';
        -- Class B-1 upgraded to 'AAA' from 'A';
        -- Class B-2 upgraded to 'AA' from 'BBB';
        -- Class B-3 upgraded to 'A' from 'BB';
        -- Class B-4 upgraded to 'BB' from 'B'.

The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support levels. The
affirmation reflects credit enhancement consistent with future
loss expectations.


GINGISS GROUP: J.P. Morgan Tapped as Claims and Noticing Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to The Gingiss Group, Inc., and its debtor-
affiliates' application to employ J.P. Morgan Trust Company,
National Association, as Noticing and Claims Agent.  J.P. Morgan
acquired Bank One, N.A.'s claims and noticing agent business on
Nov. 15, 2003.  

The Debtors report numerous creditors and other parties-in-
interest that may impose heavy burden on the Court and the Office
of the Clerk of Court.  To relieve the Clerk's Office, J.P. Morgan
will:

     a. prepare and serve required notices in these Chapter 11           
        cases, including:

          i) notice of the commencement of these Chapter 11
             cases and the initial meeting of creditors under
             section 341(a) of the Bankruptcy Code;

         ii) notice of the claims bar date;

        iii) notice of objections to claims;

         iv) notice of any hearings on a disclosure statement
             and confirmation of a plan of reorganization; and

          v) other miscellaneous notices to any entities, as the
             Debtors or the Court may deem necessary or
             appropriate for an orderly administration of these
             Chapter 11 cases;

     b. after the mailing of a particular notice, file with the
        Clerk's Office a certificate or affidavit of service
        that includes a copy of the notice involved, an
        alphabetical list of persons to whom the notice was
        mailed and the date and manner of mailing;

     c. maintain copies of all proofs of claim and proofs of
        interest filed;

     d. maintain official claims registers, including, among
        other things, the following information for each proof
        of claim or proof of interest:

          i) the applicable Debtors;

         ii) the name and address of the claimant and any agent,
             if the date received;

        iii) the claim number assigned; and

         iv) the asserted amount and classification of the
             claim;

     e. implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f. transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     g. maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available upon request of a party in
        interest or the Clerk's Office;

     h. provide access to the public for examination of copies
        of the proofs of claim or proofs of interest, without
        charge, during regular business hours;.

     i. record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e);

     j. comply with applicable federal, state, municipal, and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     k. provide temporary employees to process claims, as
        necessary; and

     l. promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe.

Victoria Pavlick, a J.P. Morgan Vice President, reports the Firm's
applicable hourly rates in claims and noticing services:

     Database Set-Up                       $135 per hour
     Claims Docketing                      $60 per hour
     Document Management                   $60 per hour
     Software and System Charges           $135 per hour
     Reporting                             $135 per hour
     Consulting                            $150 per hour
     Balloting                             $72 per hour

     Professional Hourly Rates
     -------------------------
        Vice President/Principal           $195 per hour
        Senior Project Manager/Director    $150 per hour
        Senior Consultants/Senior
           Programmers/Quality Assurance   $135 per hour
        Bankruptcy Paralegal/
           Project Manager                 $110 per hour
        Consultants/Programmers            $100 per hour
        Supervisor                         $80 per hour
        Call Center Management             $75 per hour
        Administrative/Clerical            $50 per hour
        Call Center Attendants             $45 per hour

Headquartered in Addison, Illinois, The Gingiss Group, Inc., a
national men's formal wear rental and retail company, filed for
chapter 11 protection on November 3, 2003 (Bankr. Del. Case No.
03-13364).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub represent the
Debtors in their restructuring efforts. The Debtors listed debts
of over $50 million in their petition.


GREAT WESTERN COAL: Case Summary & 20 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Great Western Coal, Inc.
        dba New Horizon Coal, Inc.
        966 Route 990
        Coalgood, Kentucky 40818


Bankruptcy Case No.: 03-61955

Type of Business: A coal mining company.

Chapter 11 Petition Date: December 10, 2003

Court: Eastern District of Kentucky (London)

Judge: Joseph M. Scott Jr.

Debtor's Counsels: Robert Gregory Lathram, Esq.
                   Law Offices of R. Gregory, P.S.C.
                   113 West 5th Street
                   London, KY 40741
                   Tel: 606-862-1600

                         - and -

                   Elizabeth A. Hardy, Esq.
                   100 East Vine Street #803
                   Lexington, KY 40507
                   Tel: 859-233-2822
                   Fax: 859-233-2834

Total Assets: $1,596,725

Total Debts:  $10,148,184

Debtor's 20 Largest Unsecured Creditors:

Entity                                      Claim Amount
------                                      ------------
Travelers Casualty Insurance                  $2,800,000
14048 Park East Circle
Shantilly, VA 20151

Goddess Coal, Inc.                            $1,082,857
966 Route 990
Coalgood, KY 40818

Hall Land and Mining Company                    $910,298
c/o Kentucky River
Properties, LLC
Post Office Box 633650
Cincinnati, OH

Pankey Equipment                                $868,000
Leasing Company
4800 Legray Road
Arvin, CA 93203

Bernardo Capital Corporation                    $720,000
Post Office Box 482
Bonsall, CA 92003

Victor S. Pankey                                $600,000
3264 Shearer Crossing
Fallbrook, CA 92028

Brandeis Machinery & Supply Company             $456,937
P.O. Box 32230
Louisville, KY 40232

Dyno Nobel, Inc.                                $237,057

Cook Tire, Inc.                                  $53,850

J. R. Oil Company, Inc.                          $51,747

Nash and Powers Insurance Co., Inc.              $30,622

Howard Engineering, Inc.                         $21,199

Westfield Bank                                   $18,824

Office of Surface Mining                         $18,785

Beard Technologies                               $17,000

Converse and Company, Inc.                       $12,546

Green Hill Mining, Inc.                           $8,019

Baker Hughes Mining Tools                         $7,510

UniFirst Corporation                              $5,401

Kentucky Utilities                                $4,407


GRUPO TMM: Reaches Restructuring Pact with Bondholder Committee
---------------------------------------------------------------
Grupo TMM, S.A. (NYSE:TMM)(BMV:TMM A; TMM) has reached an
agreement on the principal terms of a restructuring with an ad hoc
committee of bondholders representing approximately 43 percent of
its 9-1/2% Senior Notes due 2003 and its 10-1/4% Senior Notes due
2006, in the aggregate principal amounts outstanding of $176.9
million and $200 million, respectively.

The restructuring will be accomplished through a registered
exchange offer of new senior secured notes for the Existing Notes,
together with a consent solicitation and prepackaged plan
solicitation.

The New Secured Notes will be senior obligations of TMM, will be
guaranteed by wholly-owned subsidiaries of TMM, and will be
secured by a lien on substantially all assets of TMM and such
guarantors; the New Secured Notes will mature in three years with
an option on the part of TMM to extend the New Secured Notes for
one additional year upon payment of an extension fee. The New
Secured Notes will have a cash coupon of 10-1/2% per annum,
payable semi-annually, for the first three years.

In addition, the Company may elect to pay a minimum of 2 percent
per annum in cash interest and the balance through the issuance of
additional New Secured Notes or TMM ADRs. If TMM elects to pay
interest other than in cash, the total interest rate will
initially be 12 percent per annum, increasing to 13 percent per
annum in the third year. TMM will have the right to redeem up to
$150 million of the New Secured Notes at 100 percent of the
principal amount thereof and to redeem the balance of the New
Secured Notes at 101 percent of the principal amount thereof. It
is anticipated that the New Secured Notes will be offered for the
Existing Notes and accrued interest thereon on a dollar-for-dollar
basis. The Company has agreed to pay a five percent incentive
payment, payable in additional New Secured Notes, to those holders
tendering their Existing Notes in the exchange offer.

Jose Serrano, chairman of TMM, and certain other controlling
shareholders have agreed to support the exchange offer and
prepackaged plan solicitation.

To the extent bondholders have any questions on the proposed
exchange, please contact Martin F. Lewis and Ronen Bojmel at
Miller Buckfire Lewis Ying & Co., LLC, the Company's financial
advisor or Alan D. Fragen and Oscar A. Mockridge of Houlihan Lokey
Howard & Zukin Capital, the ad hoc bondholders' committee's
financial advisor. Akin Gump Strauss Hauer & Feld LLP is legal
counsel to the ad hoc bondholders' committee.

     Martin F. Lewis                        
     Miller Buckfire Lewis Ying & Co., LLC  
     250 Park Avenue                        
     New York, New York 10177               
     Telephone: (212) 895-1805              
     Email: martin.lewis@mbly.com           

     Ronen Bojmel                           
     Miller Buckfire Lewis Ying & Co., LLC  
     250 Park Avenue                        
     New York, New York 10177               
     Telephone: (212) 895-1807              
     Email: ronen.bojmel@mbly.com           

     and

     Alan D. Fragen
     Lokey Howard & Zukin Capital
     1930 Century Park West
     Los Angeles, California 90067
     Telephone: (310) 788-5338
     Email: afragen@hlhz.com

     Oscar A. Mockridge Houlihan  
     Houlihan Lokey Howard & Zukin Capital  
     685 Third Avenue
     New York, New York 10017
     Telephone: (212) 497-4175  
     Email: omockridge@hlhz.com

TMM has submitted a Report on Form 6-K to the U.S. Securities and
Exchange Commission, which includes the Term Sheet for the New
Secured Notes and the restructuring, and interested parties are
referred to such filing and the exhibits for a more complete
description thereof.

Headquartered in Mexico City, Grupo TMM is a Latin American
multimodal transportation company. Through its branch offices and
network of subsidiary companies, Grupo TMM provides a dynamic
combination of ocean and land transportation services. Grupo TMM
also has a significant interest in TFM, which operates Mexico's
Northeast railway and carries over 40 percent of the country's
rail cargo. Grupo TMM's web site address is www.grupotmm.com and
TFM's Web site is http://www.tfm.com.mx/


G-STAR: Fitch Affirms 2 Note/Share Class Ratings at Low-B Level
---------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by G-Star
2002-1, Ltd. The affirmation of these notes is a result of Fitch's
annual rating review process. The following rating actions are
effective immediately:

        -- $158,044,901 Class A-1MM Notes affirm at 'AAA/F1+';
        -- $71,105,739,000 Class A-2 Notes affirm at 'AAA';
        -- $23,000,000 Class B-FL Notes affirm at 'A-';
        -- $27,300,000 Class B-FX Notes affirm at 'A-';
        -- $16,250,000 Class C Notes affirm at 'BB+';
        -- $10,200,000 Class D Shares affirm at 'BB-'.

G-Star 2002-1 is a collateralized bond obligation, which closed
April 25, 2002, supported by a static pool of commercial mortgage-
backed securities (CMBS; 51.4%) and real estate investment trusts
(REITs; 48.6%). Fitch has reviewed the credit quality of the
individual assets comprising the portfolio, including discussions
with GMAC Institutional Advisors, the collateral administrator.
According to the November 18, 2003 trustee report the class A
over-collateralization was 137.15%, the class B over-
collateralization was 112.46% and the class C was 106.28%,
relative to test levels of 122.80%, 108.20% and 104.50%,
respectively. The report also indicated that the class A notes
have paid down approximately 2.57% since closing. The CBO has
experienced no significant credit migration with a current
weighted average rating factor of 22.1 vs. an initial WARF of
20.0.

Based on the stable performance of the underlying collateral and
the comfortable cushion on the over-collateralization tests, Fitch
has affirmed all of the rated liabilities issued by G-Star 2002-1.
Fitch will continue to monitor this transaction.


HANOVER COMPRESSOR: Settles Issues with SEC re Past Transactions
----------------------------------------------------------------
Hanover Compressor Company (NYSE:HC), a global market leader in
full service natural gas compression and a leading provider of
service, fabrication and equipment for oil and natural gas
processing and transportation applications, has entered into a
settlement with the Securities and Exchange Commission, concluding
the previously disclosed SEC investigation into certain
transactions entered into by Hanover in fiscal years 1999, 2000
and 2001.

Hanover, without admitting or denying any of the SEC's findings,
has consented to the entry of a cease and desist order requiring
future compliance with certain periodic reporting, record keeping
and internal control provisions of the securities laws. The
settlement does not impose any monetary penalty, and no additional
restatements of Hanover's historical financial statements are
required.

Victor E. Grijalva, Hanover's chairman, stated: "This settlement
represents a key milestone for the Company while reaffirming our
commitment to ethics and being a leader in corporate governance."

During 2002, a number of the Company's senior executives involved
with the transactions underlying the SEC investigation resigned,
including the former chief executive officer and the chief
operating officer. In the same year, Hanover hired and appointed a
new chief executive officer and chief financial officer, hired and
appointed its first general counsel, added three independent
directors to its board of directors (including a new chairman of
the board, and a new chairman of the audit committee) and
implemented several changes to improve its controls and
procedures.

"The Company has responded to the challenges from the last two
years constructively and has emerged a stronger organization,"
said Chad Deaton, president and chief executive officer of
Hanover. "We look forward to continuing to focus our efforts on
continuous improvement not only in governance matters but also
with respect to our core business."

Mark Berg, Hanover's senior vice president and general counsel,
added: "Hanover is extremely pleased that this matter is now
concluded and is gratified that the SEC has recognized the
cooperation and remedial efforts of the Company and its new
management team in reaching its determination."

Hanover Compressor Company (S&P, BB- Corporate Credit Rating,
Negative) -- http://www.hanover-co.com/-- is a global market  
leader in full service natural gas compression and a leading
provider of service, fabrication and equipment for oil and natural
gas processing and transportation applications. Hanover sells and
provides this equipment on a rental, contract compression,
maintenance and acquisition leaseback basis to oil and natural gas
production, processing and transportation companies that are
increasingly seeking outsourcing solutions. Founded in 1990 and a
public company since 1997, Hanover's customers include both major
and premier independent producers as well as national oil
companies.


HARNISCHFEGER: Joy Global FY 2003 Results Enter Positive Zone
-------------------------------------------------------------
Joy Global Inc. (Nasdaq: JOYG) (f.k.a Harnischfeger Industries,
Inc.), a worldwide leader in high-productivity mining solutions,
reported results for the fourth quarter and fiscal year ended
November 1, 2003.  

Net sales were $378 million compared to $273 million in the fourth
quarter of last year, a 38% improvement.  Original equipment sales
increased significantly in the quarter in both underground and
surface mining segments compared to the prior year.  Net sales for
fiscal 2003 totaled $1.22 billion, an increase of 6% from sales of
$1.15 billion in fiscal 2002.

Operating income and adjusted EBITDA amounted to $24.0 million and
$41.0 million, respectively, for the quarter, versus $13.5 million
and $26.8 million, respectively, in the corresponding quarter of
fiscal 2002.  In total for fiscal 2003, operating income amounted
to $47.7 million and adjusted EBITDA totaled $107.1 million.  
Corresponding amounts in fiscal 2002 were an operating loss of
$(15.1) million and adjusted EBITDA of $97.6 million.  Gross
profit and operating margins improved in the current quarter over
those of the fourth quarter last year, due in part to improved
factory absorption, improved price realization, and cost reduction
programs, despite higher performance-based variable compensation
costs and manufacturing rationalization expenses. Gross profit and
operating margins for the year in total improved over the prior
year, with fiscal 2002 results being adversely affected by fresh-
start inventory adjustments during the first half of the year and
low absorption in the company's surface mining operations during a
six-month suspension in finished shovel production.

Net income totaled $15.1 million, or $0.30 per share, in the
fourth quarter, compared with net income of $6.0 million, or $0.12
per share, in the fourth quarter last year.  For fiscal 2003 in
total, net income was $18.5 million, or $0.37 per share, compared
with a net loss in fiscal 2002 of $28.0 million, or $0.56 per
share.  Fresh-start inventory adjustments and a loss on early
retirement of debt together reduced fiscal 2002 earnings by $0.74
per share.

"We are very pleased with the strong results achieved in the
quarter from both of our operations. Conditions continue to
improve in many of the markets our customers serve.  We anticipate
that these improvements will result in increased demand for our
aftermarket services and original equipment in fiscal 2004,
although at a more measured pace than we experienced in the fourth
quarter.  Our operating performance for the fiscal year was
positively impacted as we implemented successful cost reduction
initiatives, and experienced favorable industry conditions and a
stronger aftermarket business. Non-cash pension expense increased
by $12 million in fiscal 2003 and we expect that these and other
costs will increase again next year.  These increases should
continue to be offset by our ongoing cost reduction actions,"  
remarked John Hanson, Chairman, President and CEO.

                      P&H Mining Equipment

Net sales for the quarter at P&H Mining Equipment totaled $166
million, a 61% increase from the $103 million reported in the
fourth quarter of fiscal 2002.  Adjusted EBITDA more than tripled,
totaling $17.7 million for the quarter versus $5.7 million in the
corresponding quarter last year.  For fiscal 2003 in total, net
sales were $530 million compared to sales of $405 million in the
prior year.  Adjusted EBITDA totaled $50.1 million for the year
versus $24.8 million in the prior year.  The increase in fourth
quarter sales was due to significant growth in original equipment
revenues, combined with continued strengthening in the aftermarket
parts and service business. Overall, given the higher mix of
original equipment revenues, standard product margin percentages
in the quarter were lower despite stable price realization. This
lower standard margin was more than offset with improvements in
factory absorption.  As a result, overall gross profit margins
improved as a percent of sales.

"Operating revenues were strong in the fourth quarter at P&H, due
not only to a significant increase in original equipment revenues,
but also to our aftermarket parts and services business achieving
record levels in the quarter.  The growth in our aftermarket
business should continue in 2004 as our Life Cycle Management
Strategies are more fully implemented and we continue to increase
the number of customers who sign up for long-term relationships.  
Despite the quarterly strength in original equipment revenues and
increased levels of customer inquiries for new mining shovels, we
have not yet experienced increased shovel orders on an overall
basis.  Our shovel production schedule has not been significantly
increased in 2004 over 2003 levels, though we are provisioning
some long lead-time materials that will allow small increases in
shovel production later in the year," Hanson noted.

                     Joy Mining Machinery

Net sales for the fourth quarter at Joy Mining Machinery totaled
$212 million compared to sales in the fourth quarter of 2002 of
$170 million. Adjusted EBITDA totaled $31.2 million for the
quarter versus $24.1 million in the corresponding quarter last
year.  For fiscal 2003 in total, net sales were $686 million
compared to sales of $746 million in the prior year, largely due
to a year-to-year decline in the number of roof support system
shipments. Adjusted EBITDA totaled $80.4 million for the year
versus $89.0 million in the prior year.

Original equipment sales increased significantly in the quarter
due in part to the shipment of a roof support order.  
Additionally, conventional mining equipment such as continuous
miners showed some strength.  Finally, aftermarket revenues also
increased, both sequentially and quarter over quarter. Including
the roof support shipment, both standard and gross profit
percentages declined slightly in the current quarter over those of
the corresponding quarter last year.  As with P&H, Joy's quarterly
operating results were impacted by various expense increases,
including non-cash pension and performance-based variable
compensation expenses.

Mr. Hanson remarked, "Our results at Joy in the fourth quarter
were very positive.  Many of our major markets appeared to gain
strength, including the critical U.S. underground coal market.  
Domestic coal production continues on a slow recovery path.  
Conditions remain positive for a solid recovery in this market in
2004, although there are a number of factors such as weather and
economic activity which could result in the sporadic order
patterns we saw in 2003 continuing for a period of time."

                   Other Financial Matters

In a separate announcement, the company declared a cash dividend
of $.05 per share, payable on January 13, 2004, to shareholders of
record on December 29, 2003.  This is the first dividend declared
by the company since its emergence from reorganization in mid-
2001.  "The institution of a dividend is in keeping with our
commitment to enhance overall returns to our shareholders. We
considered a more significant dividend but judged the initial $.05
per share to be prudent given current debt agreement
restrictions," noted Mr. Hanson.

As of the end of the fourth quarter of fiscal 2003, the company
had cash balances of $149 million, an increase of $58 million from
the end of the previous quarter, and an increase of $78 million
from the end of fiscal 2002. Approximately half of the increase in
cash in the fourth quarter was due to improvements in overall
working capital management.  The cash increase for the year is net
of $60 million in special payments during fiscal 2003, including
pre-funding of pension liabilities, prepayment of industrial
revenue bonds, and buyout of a minority interest in an Australian
subsidiary.  Net debt was reduced by almost $90 million during
fiscal 2003 and now stands at less than $60 million.  Mr. Hanson
commented further, "Our focus on cash flow generation over the
last two years has resulted in net debt just greater than one-half
of trailing 12-month adjusted EBITDA and overall liquidity,
measured by cash and borrowing capacity, of almost $300 million.  
Although we anticipate some increases in working capital as
overall business conditions improve, particularly in the first
quarter of the year, we will continue to generate significant
amounts of cash in fiscal 2004."

                  Market Overview and Outlook

"We have been anticipating improving demand for our equipment and
services for more than a year.  We have been cautious in
predicting the timing of a recovery, and when it will translate
into increased orders for original equipment," remarked Mr.
Hanson.  "The major commodity markets served by our customers,
specifically U.S. coal and worldwide copper, are enjoying higher
prices and increasing demand for their production.  Tempering our
expectations, however, is the fact that new orders in the fourth
quarter were $28 million below quarterly shipments.  Therefore, we
expect our first quarter of 2004 to follow its seasonal pattern of
weakness, and for overall 2004 results to continue to show
quarter-to-quarter volatility.

"However, the improved market conditions, if they continue, will
favorably impact our overall results, in both the original
equipment and aftermarket segments of our business.  Given that
many of the major U.S. coal companies, in addition to
international copper producers, are forecasting higher production
levels in 2004, we are increasing our 12-month forecast of total
revenues.  Revenues for the next 12 months are anticipated to be
in the range of $1.25 to $1.40 billion.  It does not appear likely
that we can exceed this range given the lead times required to
increase output and the cautious nature of our customer base
resulting from the long period of soft and volatile commodity
markets."

Mr. Hanson concluded, "Cost increases will continue in 2004,
particularly with non-cash pension expenses rising by an
additional $15 million. Fortunately, we believe that these
increased costs will be largely offset by our cost reduction
initiatives, including strategic sourcing and the recently
completed manufacturing rationalization projects at both P&H and
Joy Mining, plus a reduction in intangible amortization as a
result of the effective use of our net operating loss
carryforwards.

"Within our forecasted revenue range and depending on revenue mix,
operating earnings in the next 12 months are expected to be in the
range of $72 to $97 million, and earnings per share in the range
of $0.60 to $0.90. With depreciation and amortization charges
estimated at $43 million during this period, adjusted EBITDA
should be in the range of $115 to $140 million. While these
projected results fall short of our targets of double digit
adjusted EBITDA margins, we are satisfied that we are continuing
to make progress toward this goal."

Joy Global Inc. is a worldwide leader in manufacturing, servicing
and distributing equipment for surface mining through its P&H
Mining Equipment division and underground mining through its Joy
Mining Machinery division.


HARNISCHFEGER: Will Pay Quarterly Cash Dividend on January 13
-------------------------------------------------------------
Joy Global Inc., (Nasdaq: JOYG) (f.k.a. Harnischfeger Industries,
Inc.) announced that its Board of Directors has declared a
quarterly dividend of $0.05 per share on the company's common
stock.  The initial dividend is payable January 13, 2004, to
shareholders of record on December 29, 2003.  This is the first
dividend paid by Joy Global since its emergence from
reorganization in July 2001.

Joy Global Inc. is a worldwide leader in manufacturing, servicing
and distributing equipment for surface mining through its P&H
Mining Equipment division and underground mining through its Joy
Mining Machinery division. Additional information about the
company can be found at its Web site at http://www.joyglobal.com/


HEADLINE MEDIA: August 31 Net Capital Deficit Widens to $8 Mill.
----------------------------------------------------------------
Headline Media Group Inc. announced its results for the three and
twelve months ended August 31, 2003.

                         HIGHLIGHTS

- Operating results and net income for the three and twelve months
  ended August 31, 2003 showed significant improvement over the
  prior year.

- Net loss before interest, income taxes, depreciation and
  amortization for the year ended August 31, 2003 was $3.2
  million, an improvement of $29.4 million from a loss of
  $32.6 million in the same period last year. For the year ended
  August 31, 2003, net loss was $6.2 million, an improvement of
  $30.3 million from a loss of $36.5 million in the same period
  last year.

- Net loss before interest, income taxes, depreciation and
  amortization for the three months ended August 31, 2003 was
  $0.9 million, an improvement of $17.9 million from a loss of
  $18.8 million in the same period last year. Net loss for the
  three months ended August 31, 2003 was $1.6 million, an
  improvement of $18.4 million from a loss of $20.0 million in the
  same period last year.

- Consolidated revenue for the year ended August 31, 2003
  decreased by $2.1 million to $30.3 million compared to $32.4
  million in the prior year. Revenue in the Sports and
  Entertainment Marketing group declined $4.3 million or 31.3%
  from $13.8 million for the year ended August 31, 2002 to $9.5
  million for the year ended August 31, 2003 due to lower
  advertising revenues. Broadcasting group revenue increased $2.3
  million or 12.2% from $18.6 million for the year ended
  August 31, 2002 to $20.9 million for the year ended August 31,
  2003 due to increased subscriber revenue and increased
  advertising revenue.

- Consolidated revenue for the three months ended August 31, 2003
  decreased by $0.1 million to $5.3 million compared to $5.4
  million in the prior year. This decrease was due to lower
  revenue in the Sports and Entertainment Marketing group. Revenue
  in the Sports and Entertainment Marketing group declined from
  $0.7 million for the three months ended August 31, 2002 to $0.6
  million for the three months ended August 31, 2003 due to lower
  advertising revenues. In the Broadcasting group, revenues
  remained flat at $4.7 million for the three months ended
  August 31, 2002 and 2003.

- In January 2003, the Company secured $0.5 million from a
  non-brokered private placement of 1,428,571 Class A Subordinate
  Voting shares with Levfam Holdings Inc., the Company's
  controlling shareholder, at a price of $0.35 per share.

- In August 2003, the Company issued 16,333,333 Class A
  Subordinate Voting Shares as part of a non-brokered private
  placement at a price of $.30 per share, for gross proceeds of
  $4.9 million.

- Following the year ended August 31, 2003, the Company entered
  into an agreement on December 5, 2003 to sell the Canadian
  operations of PrideVision TV. The value of the transaction is
  expected to be approximately $2.6 million, comprised of $1.5
  million of cash and the assumption by the purchaser of certain
  liabilities. The Company will retain the rights to develop
  PrideVision TV outside of Canada, and a 9.9 % interest in
  PrideVision TV's Canadian operations. The transaction is subject
  to approval by the Canadian Radio-Television and
  Telecommunications Commission.

               Three Months Ended August 31, 2003

Revenue for the fourth quarter decreased by $0.1 million to $5.3
million compared to $5.4 million in the prior year. The decrease
in revenue reflects a decline of $0.1 million in revenue for the
Sports and Entertainment Marketing group due to lower advertising
revenues. This advertising revenue decline was due to the loss of
the Canadian Hockey League property coupled with the loss of some
related package sales contracts that were not renewed in the
fiscal year. There was no increase in the revenue for Broadcasting
group as higher advertising revenues at The Score were offset by
lower advertising revenues at PrideVision TV.

Operating expenses excluding rights fees were $5.1 million during
the quarter, compared to $6.7 million in the prior year,
representing a decrease of $1.6 million. Operating expenses in the
Broadcasting group decreased $1.3 million compared to the prior
year, reflecting significant cost reduction initiatives
implemented at PrideVision TV which offset moderate operating
expense increases at The Score. Operating expenses for the Sports
and Entertainment Marketing group were $0.2 million less than the
prior year, mitigating the decline in revenues. Operating expenses
for the Corporate group were $0.1 million less than in the prior
year.

Program rights were $1.0 million during the quarter, compared to
$13.2 million in the prior year. Program rights for the quarter
were $1.0 million in the Broadcasting group. The reduction in
program rights for the Broadcasting group reflects lower program
rights fees for Major League Baseball, as a result of the
previously announced termination agreement, as well as lower
program rights costs for PrideVision TV as a result of the
implementation of cost containment initiatives and gains on
settlement of program liabilities of approximately $0.1 million.
Program rights for the quarter were nil in the Sports
Entertainment and Marketing Group versus $0.2 million in the prior
year.

Loss before interest, income taxes, depreciation and amortization
was $0.9 million for the fourth quarter of 2003 compared with a
loss of $18.8 million in the same quarter last year, representing
an improvement of $17.9 million over the prior year. The prior
year's loss included a program rights termination expense of $6.7
million at The Score and write-down of certain assets of
PrideVision TV, including fixed assets, programming and deferred
charges, resulting in a one-time charge of $4.3 million.

Interest expense for the fourth quarter was approximately $0.5
million compared to approximately $0.4 million in the prior year.
The increase of approximately $0.1 million reflects a higher
average loan balance outstanding for the period at The Score due
to the termination agreement of the Major League Baseball contract
and additional Company debt.

Depreciation expense was approximately $0.3 million in the fourth
quarter compared to approximately $0.4 million in the prior year.
The decrease in depreciation expense is due to lower fixed asset
additions in the current year. For the fourth quarter of 2003,
fixed asset additions were $2,000 compared to approximately
$106,000 in the prior year.

Amortization expense was $54,000 in the quarter, compared to $0.3
million in the prior year. The decrease in amortization reflects a
reduction in the amortization of goodwill compared to the prior
year as a result of a change in accounting policy. The Company has
adopted the provisions of The Canadian Institute of Chartered
Accountants' Handbook Section 3062 "Goodwill and Other Intangible
Assets", effective September 1, 2002. Section 3062 requires that
goodwill and intangible assets with indefinite useful lives no
longer be amortized, but instead be tested for impairment at least
annually by comparing the carrying value to the respective fair
value.

Net loss for the fourth quarter was $1.6 million or $0.02 per
share based on a weighted average 67.9 million Class A Subordinate
Voting Shares and Special Voting Shares outstanding, compared to a
net loss of $20.0 million or $0.31 per share based on a weighted
average 64.9 million Class A Subordinate Voting Shares and Special
Voting Shares outstanding in the prior year.

                      Broadcasting Group

Revenues for the Broadcasting group remained flat at $4.7 million
for the fourth quarter ended August 31, 2003 compared to the
fourth quarter ended August 31, 2002. Advertising revenue
decreased by approximately $0.2 million or 7.4% during the quarter
compared to the prior year primarily reflecting a decrease in
advertising revenue for The Score as a result of lower client
demand and decreased advertising demand at PrideVision TV.
Subscriber revenue increased by $0.2 million, or 11.9 % over the
same quarter last year, reflecting an increase in the average
number of paying subscribers. As at August 31, 2003, The Score had
approximately 5.3 million paying subscribers. PrideVision TV
generated $0.3 million in subscriber revenue during the quarter,
compared to $0.2 million in the previous year. As at August 31,
2003 PrideVision TV had approximately 21,000 paying subscribers.

Operating expenses were $4.8 million in the quarter, compared to
$11.5 million in the prior year, representing a decrease in
operating expenses of $6.7 million. The Score's operating expenses
decreased by $3.9 million to $4.4 million in the quarter compared
to $8.3 million in the prior year largely reflecting lower program
rights fees for Major League Baseball, as a result of the
previously announced termination agreement. Operating expenses for
PrideVision TV were approximately $0.4 million in the quarter,
compared to $3.2 million in the prior year due to lower program
rights, gains on settlement of liabilities, and other reduced
operating costs due to the implementation of cost reduction
initiatives.

Loss before interest, income taxes, depreciation and amortization
for the fourth quarter was $0.1 million versus a loss of $18.8
million in the prior year, resulting in an improvement in
operating performance of $18.7 million. The prior year's loss
included a program rights termination expense of $6.7 million at
The Score and write-down of certain assets of PrideVision TV,
including fixed assets, programming and deferred charges,
resulting in a one-time charge of $4.3 million.

             Sports and Entertainment Marketing Group

Revenue for St. Clair was $0.6 million in the fourth quarter
compared to $0.7 million in the prior year. The decrease in
revenue of $0.1 million reflects a decline in print and TV
advertising sales. St. Clair did not renew its broadcasting and
sponsorship rights for the 2003 Canadian Hockey League season and
as a result certain sales contracts that included packaged
advertising did not renew.

Operating expenses were $0.8 million in the quarter, compared to
$1.1 million in the prior year, representing a decrease in
operating expenses of $0.3 million. The decrease in expenses
primarily reflects lower printing and production costs, consistent
with the lower television advertising sales, as well as reduced
promotional and selling expenses as compared to the prior year.

Operating loss before interest, income taxes, depreciation and
amortization for the fourth quarter was $0.2 million compared to
$0.5 million in the prior year.

In the fourth quarter, St. Clair was unsuccessful in renewing a
contract to produce the game-night programs for the Toronto Maple
Leafs and Toronto Raptors. The loss of this contract is expected
to reduce the revenue and operating income of St. Clair in the
next fiscal year. Management is working on several initiatives to
offset the potential loss from this contract.

                          Corporate

Operating expenses and the loss before interest, income taxes,
depreciation and amortization for the Corporate group were $0.6
million in the fourth quarter of 2003 compared to $0.6 million in
the fourth quarter of 2002.

                  Year Ended August 31, 2003

Revenue for the year ended August 31, 2003 decreased by $2.1
million or 6.3% to $30.3 million from $32.4 million for the same
period last year. Advertising revenues decreased by $3.4 million
or 13.2% due to a decrease in advertising revenue in the Sports
and Entertainment Marketing Group of $4.3 million, partly offset
by an increase in advertising revenue in the Broadcasting Group of
$0.9 million over the prior year. The Sports and Entertainment
Marketing Group lost a major contract during the year ended
August 31, 2003 which significantly contributed to the decrease in
advertising revenue while volumes of magazines for the Toronto
Raptors and Toronto Maple Leafs were also adversely affected
advertising revenue due to lower spectator demand at those team
events.

Subscriber fee revenue increased by $1.4 million or 22.6%,
reflecting an increase average number of paying subscribers for
the year. At the end of August 2003, The Score had approximately
5.3 million paying subscribers. In addition, subscriber fee
revenue for PrideVision TV was $1.1 million for the year ended
August 31, 2003 compared to $0.5 million for the year ended
August 31, 2002. At the end of August 2003, PrideVision TV had
approximately 21,000 paying subscribers.

Operating expenses excluding rights fees were $26.3 million for
the year ended August 31, 2003 compared to $32.8 million in the
prior year, representing a decrease of $6.5 million during the
twelve month period. Operating expenses in the Broadcasting group
were $1.3 million lower in the twelve month period, reflecting
cost reduction initiatives implemented in PrideVision TV.
Operating expenses for the Sports and Entertainment Marketing
group were $2.8 million less than the prior year, mitigating some
of the decline in revenue of that group. Operating expenses for
the Corporate group were $0.3 million less than the prior year.

Program rights were $7.7 million for the year ended August 31,
2003, compared to $21.3 million in the prior year. Program rights
for the year were $5.7 million in the Broadcasting group and $2.0
million in the Sports Entertainment and Marketing Group versus
$18.3 million and $2.9 million respectively in the prior year. The
reduction in program rights for the Broadcasting group reflects
lower program rights fees for Major League Baseball as well as
lower program rights costs for PrideVision TV as a result of the
implementation of cost containment initiatives.

Gain on sale of investment - during the year ended August 31,
2003, the Company sold an investment in a private company for cash
proceeds of $0.4 million (US$0.3 million). The carrying value of
the investment at August 31, 2002 was nil. Together with other
sales of smaller investments, the total gain on sale amounted to
$0.5 million.

Loss before interest, income taxes, depreciation and amortization
for the year ended August 31, 2003 was $3.2 million, compared with
$32.6 million for the same period last year.

Interest income for the period decreased by $0.6 million to
$37,000 in the current year from $0.6 million in the prior year,
reflecting a decrease in the average cash, cash equivalents and
short-term investments outstanding during the period.

Interest expense for the period was $1.7 million, compared to $1.5
million in the prior year. The rise in interest expense reflects
an increase in the average outstanding bank indebtedness during
the period partially offset by lower interest rates.

Net loss for the year ended August 31, 2003 was $6.2 million or
$0.09 per share based on a weighted average 66.2 million Class A
Subordinate Voting Shares and Special Voting Shares outstanding,
compared to a net loss of $36.5 million or $0.56 per share based
on a weighted average 64.9 million Class A Subordinate Voting
Shares and Special Voting Shares outstanding in the prior year.

                Liquidity and Capital Resources

Cash flow used in operations for the three months ended August 31,
2003 was $0.4 million compared to $15.8 million in the prior year,
reflecting a net loss of $1.6 million in the current year as
compared to a net loss of $20.0 million in 2002, combined with
lower non-cash operating working capital movements. Cash flow used
in operations for the year ended August 31, 2003 was $4.2 million
compared to $35.9 million in the prior year, again reflecting
significantly lower operating losses and lower non-cash operating
working capital movements.

Cash flow from financing activities was $3.3 million for the three
months ended August 31, 2003 compared to cash flow from financing
activities of $12.5 million in the prior year. The Company drew
down $0.4 million from a credit facility provided by Levfam
Finance Inc. during the three months ended August 31, 2003. In the
prior year, the Company completed a credit facility for its
subsidiary, The Score and drew down $12.5 million on that credit
facility.

Cash flow from financing activities for the year ended August 31,
2003 was $4.6 million, as a result of loans from the credit
facility provided by Levfam Finance Inc. discussed above, the
repayment of a $2.0 million operating loan at The Score, and two
private placement equity issues amounting to $5.4 million,
compared to cash flow from financing activities of $3.6 million in
the prior year.

In January, 2003, the Company secured $0.5 million from a non-
brokered private placement of 1,428,571 Class A Subordinate Voting
shares with Levfam Holdings Inc., the Company's controlling
shareholder, at a price of $0.35 per share. In August 2003, the
Company issued 16,333,333 Class A Subordinate Voting Shares as
part of a non-brokered private placement at a price of $.30
per share, for gross proceeds of $4.9 million.

As part of the $4.9 million equity issue in August 2003, the
Company advanced approximately $2.4 million of the proceeds of the
private placement of Class A Subordinate Voting Shares to The
Score so that The Score could repay the $2.0 million operating
loan, plus accrued interest, from Levfam Finance Inc. and for
working capital purposes. As at August 31, 2003, the entire credit
facility amount of $2.0 million had been repaid in full.

Cash flow used in investment activities for the three months ended
August 31, 2003 was approximately $0.3 million compared to cash
flow from investment activities of $5.5 million in the prior year.
The decrease in cash flow from investment activities reflects
lower proceeds from the sale of short-term investments, and
comparable deferred charges compared to the prior year. Cash flow
used in investment activities for the year ended August 31, 2003
was $0.1 million compared to cash flow from investment activities
of $23.3 million in the prior year. The decrease in cash flow from
investment activities reflects lower proceeds from the sale of
short-term investments.

With the above credit facilities and financing in place and,
assuming the successful execution of its business plan and pending
the refinancing of The Score's bank credit facility that matures
on February 29, 2004, management believes there are sufficient
resources to fund operations until the end of fiscal 2004. During
2002 and continuing into fiscal 2003, the Company has introduced
significant cost cutting measures to preserve cash and to
strategically realign the Company's resources. Beyond fiscal 2004,
the Company will require additional funding in order to continue
operations and service the commitments under significant
agreements.

The Company is pursuing alternative financing with potential
lenders and investors, which if successful, will, in management's
view, enable the Company to achieve its business plans in the
long-term. No agreements with potential lenders or investors have
been reached yet and there can be no assurance that such  
agreements will be reached. In addition, the Company continues to
review other alternatives, which could involve renegotiating
existing cash commitments, a restructuring of the business units
which may include the divestiture of certain assets of the
Company, or attracting a strategic investor that would assist in
developing the business of the Company.

The Company's successful execution of its revised business plan is
dependant upon a number of factors that involve risks and
uncertainty. In particular, revenues in the specialty television
industry, including subscription and advertising revenues are
dependant upon audience acceptance, which cannot be accurately
predicted. In addition, the distribution of the Company's
specialty television channel, PrideVision TV, is limited to
digital subscribers. The subscriber base for digital services is
limited and the rate and extent to which this subscriber base will
grow is uncertain. Management expects the digital television
market will continue to grow and that the number of subscribers to
the service will increase. It remains uncertain that the
penetration rates required to ensure profitability will be
achieved.

At August 31, 2003, the Company's balance sheet shows a working
capital deficit of about $11 million and a total shareholders'
equity deficit of about $8 million.

                             Other

Subsequent to the year end, the Company entered into an agreement
on December 5, 2003 to sell the Canadian operations of PrideVision
TV. The transaction is subject to approval by the Canadian Radio-
Television and Telecommunications Commission. The value of the
transaction is expected to be approximately $2.6 million,
comprised of $1.5 million of cash and the assumption by the
purchaser of certain liabilities related to PrideVision TV. The
actual amount of liabilities assumed will be determined prior to
closing. Had the transaction closed on December 5, 2003, the
liabilities that would have been assumed by the purchaser totaled
approximately $1.1 million. As part of the transaction, the
Company will retain the rights to develop PrideVision TV outside
of Canada, and a 9.9 % interest in PrideVision TV's Canadian
operations.

In addition, Alan Friedman has resigned from the Board of
Directors of the Company effective December 31, 2003. The Company
would like to thank Mr. Friedman for his diligence and valued
service.

Headline Media Group Inc. (TSX: HMG) is a media company focused on
the specialty television sector through its main asset, The Score
Television Network. The Score is a national specialty television
service providing sports, news, information, highlights and live
event programming, available across Canada in over 5.3 million
homes. HMG also owns PrideVision TV, the world's first 24/7 GLBT
television network, and The St. Clair Group, a Canadian sports
marketing and specialty publishing company.


INTERPLAY ENTERTAINMENT: Reports Turnaround Initiatives Progress
----------------------------------------------------------------
Interplay Entertainment Corp. (OTC Bulletin Board: IPLY) held
Thursday its Annual Meeting of Stockholders in Irvine, Calif.  

Stockholders were invited to vote on two proposals: (i) election
of seven nominees for the board of directors and (ii) a proposal
to authorize an increase in the number of authorized shares by 50
million.

Shareholders approved all of management's proposals.

In addition, Interplay CEO Herve Caen made the following comments
to shareholders present:

"2003 has been a challenging period for the company.  A down
economy, a difficult legal dispute with our North American
distributor, and the adventures always associated with being a
game developer and publisher all presented obstacles for
management and staff.

"Yet, our trend toward profitability is strong.  Our sustained
focus on cost control continues to improve our balance sheet
position, while strategic sales of certain intellectual properties
and development of key franchise titles drive our revenue.  We
also purchased certain gaming rights, extended the contracts on
others, and re-energized some familiar Interplay brands.

"Going forward, we remain focused on a business plan driven by
content, flawless execution, and profitability, as opposed to pure
revenue growth at any cost.  Key titles are set for release in
January, and other high-profile games for consoles and PC are in
various phases of planning and development."

Interplay Entertainment Corp. -- whose September 30, 2003 balance
sheet shows a total shareholders' equity deficit of about $16
million -- is a worldwide developer and publisher of interactive
entertainment software for both core gamers and the mass market.
Founded in 1983, Interplay offers a broad range of products in the
action/arcade, adventure/role-playing game and strategy/puzzle
categories across multiple platforms, including Sony PlayStation2,
Microsoft Xbox, Nintendo GameCube and PCs.  Interplay's common
stock is publicly traded under the symbol IPLY.OB.  For more
information about Interplay please visit the Company's Web site
http://www.interplay.com/


INTERSTATE BAKERIES: Reports Weaker Second-Quarter Performance
--------------------------------------------------------------
Interstate Bakeries Corporation (NYSE:IBC), the nation's largest
wholesale baker and distributor of fresh baked bread and sweet
goods, reported diluted earnings per share of $0.16 on slightly
lower net sales for the twelve-week second quarter ended
November 15, 2003.

Included in the quarter's results were restructuring charges of
$2,060,000, or $0.03 per diluted share, related to the announced
closing of the Company's Grand Rapids, Michigan, bakery during the
quarter, as well as costs related to certain closures and
restructurings of several bakeries and thrift store locations
initiated during fiscal 2003.

The Company said a reduction in unit volume was the primary driver
in the quarter's decline in profit performance in comparison to
the prior year. In addition, the Company continued to incur higher
employee-related expenses and energy costs.

For the twelve weeks ended November 15, 2003, the Company
reported:

-- Net sales of $813,798,000, a 1.1 percent decrease in comparison
   to the prior year's $823,213,000.

-- Operating income of $19,631,000, compared to the previous
   year's $27,900,000. Included in the second quarter fiscal 2004
   operating income were restructuring charges of $2,060,000 while
   fiscal 2003 included restructuring charges of $1,450,000 and
   other charges of $3,591,000 related to a common stock award to
   our former Chief Executive Officer.

-- Net income of $7,127,000 compared to $11,636,000 in the prior
   year.

-- Earnings per diluted share of $0.16 compared to the prior
   year's earnings of $0.26 per diluted share. Included in second
   quarter fiscal 2004 diluted earnings per share were
   restructuring charges of $0.03 per diluted share while fiscal
   2003 diluted earnings per share included $0.02 per diluted
   share for restructuring charges and $0.05 per diluted share for
   other charges.

For the twenty-four weeks ended November 15, 2003, the Company
reported:

-- Net sales of $1,644,813,000, a 1.0 percent decrease in
   comparison to the prior year's $1,662,187,000.

-- Operating income of $46,138,000, compared to the previous
   year's $79,391,000. Included in fiscal 2004 operating income
   were restructuring charges of $2,692,000 and in fiscal 2003
   restructuring charges were $1,450,000 and other charges were
   $3,591,000.

-- Net income of $18,317,000 compared to $38,767,000 in the prior
   year.

-- Earnings per diluted share of $0.41 compared to the prior
   year's $0.85 per diluted share. Included in diluted earnings
   per share were restructuring charges of $0.04 and $0.02 per
   diluted share for fiscal 2004 and 2003, respectively, along
   with other charges of $0.05 per diluted share in fiscal 2003.

The Company reported sweet goods unit volume for the quarter was
down 6.2 percent from last year while total bread volume fell 2.9
percent compared to a year ago. For the quarter, branded bread
units sold were down 3.2 percent. "We continue to be concerned
about our unit volume declines," said IBC's Chief Executive
Officer, James R. Elsesser. "Impacting our unit volume
comparisons, however, is some of the unprofitable unit volume we
have eliminated over the last several months. We are continuing
our efforts to identify the right prices for our products in
today's competitive marketplace."

In addition, cost pressures continue. "Energy and employee-
related costs continue to increase. These rising expenses
contributed to an increase in our cost of products sold for the
quarter to 48.9 percent of net sales compared to 48.5 percent last
year and an increase in selling, delivery and administrative
expenses to 45.8 percent of net sales from 44.8 percent in the
prior year. We are examining every aspect of the way in which we
do business and working diligently to better control expenses,
while maintaining unit volume and improving profitability," Mr.
Elsesser said.

The Company took several steps during the second quarter to
improve performance, including:

-- A company-wide reorganization announced in October. The
   reorganization is part of Program SOAR, a broad-based
   initiative designed to rationalize investment in production,
   distribution and administrative functions.

-- The closing of the Grand Rapids, Michigan, bakery announced in
   November.

-- A major revision to its nonunion retiree health care program
   announced in early December. This revision will require
   retirees to pay a greater portion of their monthly health care
   costs, which previously were absorbed by the Company. These
   changes, along with favorable claims experience, are projected
   to reduce pre-tax expense by approximately $10,000,000 to
   $12,000,000 per year beginning in the third quarter of fiscal
   2004.

In addition, the Company has launched new advertising campaigns
for Wonder bread and Hostess cake, as well as Home Pride Country
breads in the midwest. Plus, it is continuing its market tests in
several regions of the country to better understand the value
equation in current market conditions. "Results of these market
tests should aid us in developing strategies for future volume
growth," Mr. Elsesser said.

Looking forward, Mr. Elsesser said: "While we intensify our
efforts to re-engineer our business for the long-term, we will not
lose sight of the need to identify areas, such as the changes to
our nonunion retiree health care plans, which can immediately
impact the bottom line. We will continue to work diligently to
effect those changes necessary to move IBC to the next level."

Interstate Bakeries Corporation (S&P, BB Corporate Credit and
Senior Secured Bank Loan Ratings, Negative) is the nation's
largest wholesale baker and distributor of fresh baked bread and
sweet goods, under various national brand names including Wonder,
Hostess, Dolly Madison, Merita and Drake's. The Company, with 58
bread and cake bakeries located in strategic markets from coast-
to-coast, is headquartered in Kansas City, Missouri.


INTERWAVE COMMUNICATIONS: Board Adopts Shareholder Rights Plan
--------------------------------------------------------------
interWAVE(R) Communications International Ltd. (Nasdaq: IWAV), a
pioneer in compact wireless voice communications systems,
announced that its Board of Directors has adopted a shareholder
rights plan.  

Under the plan, interWAVE Communications International Ltd., will
issue a dividend of one right for each common share held by
shareholders of record as of the close of business on December 30,
2003.

The shareholder rights plan is designed to guard against partial
tender offers and other coercive tactics to gain control of the
company without offering a fair and adequate price and terms to
all of the Company's shareholders.  The plan was not adopted in
response to any efforts to acquire the Company, and the Company is
not aware of any such efforts.

Each right will initially entitle shareholders to purchase a
fractional share of the company's preferred shares for $39.00.  
However, the rights are not immediately exercisable and will
become exercisable only upon the occurrence of certain events.  If
a person or group acquires, or announces a tender or exchange
offer that would result in the acquisition of twenty percent (20%)
or more of the Company's outstanding common shares while the
shareholder rights plan remains in place, then, unless the rights
are redeemed by the Company for $0.001 per right, the rights will
become exercisable by all rights holders except the acquiring
person or group for shares of the Company or shares of the third
party acquirer having a value of twice the right's then-current
exercise price.  Further details of the plan are outlined in a
letter that will be mailed to shareholders as of the record date.

interWAVE Communications International Ltd. (Nasdaq: IWAV) is a
global provider of compact network solutions and services that
offer innovative, cost-effective and scalable networks allowing
operators to "reach the unreached."  interWAVE solutions provide
economical, distributed networks intended to minimize capital
expenditures while accelerating customers' revenue generation.  
These solutions feature a product suite for the rapid and simple
deployment of end-to-end compact cellular systems.  interWAVE's
portable, mobile cellular networks provide vital and reliable
wireless communications capabilities for customers in over 50
countries.  The Company's U.S. subsidiary is headquartered at 2495
Leghorn Street, Mountain View, California, and can be contacted at
http://www.iwv.com/  
    
                          *    *    *

                Liquidity and Capital Resources

In its Form 10-K filed with the Securities and Exchange Commission
on September 30, 2002, interWAVE stated:

"Net cash used in operating activities in 2002, 2001 and 2000
was primarily a result of net operating losses. Net cash used in
operating activities for 2002 was primarily attributable to net
loss from operations, decreases in accounts payable and accrued
expenses and other liabilities, offset by non-cash depreciation
and amortization and losses on asset impairments and sales, as
well as decreases in inventory and trade receivables and
increases in deferred revenue. For 2001, net cash used in
operating activities was primarily attributable to net loss from
operations, increases in inventory and decreases in accounts
payable, offset by non-cash depreciation and amortization and
losses on asset impairments and sales, as well as decreases in
trade receivables and increases in accrued expenses and other
current liabilities and deferred revenue. For 2000, net cash
used in operating activities were primarily attributable to net
loss from operations and increases in trade receivables, offset
by increases in accounts payable.

"Investing Activities. For 2002, the primary source of cash in
investing activities was the sale of short-term investments. For
2001, our investing activities consisted primarily of the sale
of short-term investments offset by cash used in acquisitions
for $18.5 million. Other uses of cash in investing activities
consisted of purchases of $8.2 million in capital equipment and
intangible assets. We expect that capital expenditures will
decrease due to our continued cost-cutting efforts and
conservation of cash resources. For 2000, the primary use of
cash in investing activities were the purchases of short-term
investments and capital equipment.

"Financing Activities. During 2002, we raised $2.5 million from
the sale of shares and the exercise of warrants, options and
ESPPs. In 2001, the primary use of cash in financing activities
were principal payments on notes payable net of receipts on our
issuance of notes receivable to several of our customers. In
January 2000, we completed our initial public offering, which
raised $116.3 million net of costs.

"Commitments. We lease all of our facilities under operating
leases that expire at various dates through 2006. As of June 30,
2002, we had $7.1 million in future operating lease commitments.
In August 2002, we signed a new lease for 2,300 square feet of
facility with Hong Kong Technology Centre. We moved into the new
office at the end of August 2002. The new lease expires in
August 2004. In the future we expect to continue to finance the
acquisition of computer and network equipment through additional
equipment financing arrangements.

"As of June 30, 2002, we have two capital leases with GE
Capital. Aggregate future lease payments are $0.5 million, $0.5
million and $0.3 million for fiscal years 2003, 2004 and 2005,
respectively.

"Summary of Liquidity. There can be no assurances as to whether
our existing cash and cash equivalents plus short-term
investments will be sufficient to meet our liquidity
requirements. We have had recurring net losses, including net
losses of $64.3 million, $94.1 million and $28.4 million for the
years ended June 30, 2002, 2001 and 2000, respectively, and we
have used cash in operations of $28.8 million, $49.4 million,
and $21.8 million for the years ended June 30, 2002, 2001 and
2000, respectively. Management is currently forming and
attempting to execute plans to address these matters. These
plans include achieving revenues and margins that will sustain
levels of spending, reducing levels of spending, raising
additional amounts of cash through the issuance of debt, equity
or through other means such as customer prepayments. If
additional funds are raised through the issuance of preferred
equity or debt securities, these securities could have rights,
preferences and privileges senior to holders of common stock,
and the terms of any debt could impose restrictions on our
operations. The sale of additional equity or convertible debt
securities could result in additional dilution to our
stockholders, and we may not be able to obtain additional
financing on acceptable terms, if at all. If we are unable to
successfully execute such plans, we may be required to reduce
the scope of our planned operations, which could harm our
business, or we may even need to cease operations. In this
regard, our independent auditor's report contains a paragraph
expressing substantial doubt regarding our ability to continue
as a going concern. We cannot assure you that we will be
successful in the execution of our plans."


IT GROUP: Wants Court Approval for Caterpillar Settlement Deal
--------------------------------------------------------------
Prior to the Petition Date, The IT Group Debtors and Caterpillar
Financial Services Corporation entered into:

   -- three purchase money security agreements, bearing Contract
      Nos. 162345, 168100 and 171874, covering various pieces of
      Equipment; and

   -- several leases that the Debtors rejected postpetition.   

Consequently, Caterpillar Financial asserted Claims against the
Debtors:

   (a) The CAT Secured Claim -- Claim No. 1060 filed on April 10,
       2002, asserting a $1,292,149 secured claim, and a $176,525
       unsecured non-priority claim; and   

   (b) The CAT Unsecured Claims -- Claim Nos. 2701 and 2702,      
       identical proofs of claim filed on July 3, 2002,
       asserting a general unsecured claim each for $377,847 for
       damages arising from the rejection of the Leases.

Pursuant to the terms of the Shaw Sale Order, the Debtors were
required to create a separate interest bearing account related to
the CAT Secured Claim -- the CAT Reserve.  Furthermore, in
accordance with the Court's November 6, 2003 Order authorizing
the Official Committee of Unsecured Creditors to prosecute
avoidance actions on behalf of the Debtors' estates, the
Committee informally alleged that Caterpillar Financial may have
received avoidable preferential transfers in excess of $800,000.

                          The Settlement

Subsequently, the Debtors, the Committee and Caterpillar
Financial engaged in arm's-length, good faith negotiations, and
agreed to resolve the CAT Claims and the Preference Claims
pursuant to a settlement agreement.  The salient terms of
the Settlement Agreement are:

A. Caterpillar Financial will be granted an allowed secured claim
   for $1,130,000;

B. The Debtors will pay Caterpillar Financial $1,130,000 from the
   CAT Reserve;

C. Caterpillar Financial will withdraw its pending lift stay
   request and the CAT Claims;

D. Caterpillar Financial and all of its affiliates, predecessors,
   successors and assigns will release and discharge the Debtors
   and its predecessors, successors, parents, subsidiaries,
   affiliates and assignees from any and all claims and demands,
   actions and causes of action which Caterpillar Financial now
   has or may have had against the Debtors arising from the CAT
   Claims, the Security Agreements and the Leases, including, but
   not limited to, administrative claims allowable under Section
   503 of the Bankruptcy Code; and

E. The Debtors, and the Committee, in their capacity and on
   behalf of their predecessors, successors, parents,
   subsidiaries, affiliates and assigns release Caterpillar
   Financial and its predecessors, successors, parents,   
   subsidiaries, affiliates and assigns from any and all
   claims and demands, actions and causes of action which the
   Debtors now have or may have had against Caterpillar Financial
   with respect to the Avoidance Actions, the Security Agreements
   and the Leases.

Without the proposed settlement, Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington,
Delaware, points out, the parties will remain in dispute
concerning the CAT Claims and the Preference Claims.  The cost of
resolving the dispute could be costly.  In contrast, the
Settlement Agreement represents a fair and reasonable compromise
of the dispute between the Debtors and Caterpillar Financial.

Through the settlement, the Debtors are obtaining the release of
claims totaling $1,800,000.  While the Debtors had formulated
defenses to the CAT Claims, the likelihood of success of
the defenses are uncertain, as is the prospect of any recovery on
the Preference Claims.  In light of this uncertainty, the
Settlement Agreement represents a favorable outcome for the
Debtors, the Committee and Caterpillar Financial. Accordingly,
Mr. Galardi asserts that the Settlement Agreement is appropriate
and should be approved. (IT Group Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KB HOME: Fiscal-Year 2003 Results Reflect Marked Improvement
------------------------------------------------------------
KB Home (NYSE: KBH), one of the largest homebuilders in the United
States and France, announced its financial results for the fourth
quarter and fiscal year ended November 30, 2003.  

Highlights include:

    * The Company's total revenues for the year ended November 30,
      2003 reached $5.85 billion, up 16% from $5.03 billion posted
      in 2002, with unit deliveries of 27,331 homes increasing      
      from 25,452 in 2002.  Net income for 2003 totaled $370.8
      million, up 18% from $314.4 million in 2002.  Diluted
      earnings per share rose 23% to $8.80 in 2003 from $7.15
      in 2002.

    * The Company posted strong top-line growth in the fourth
      quarter of 2003 with unit deliveries of 8,874, up 12% from
      7,932 unit deliveries in the year-earlier quarter.  Fourth
      quarter revenues reached $1.87 billion in 2003, increasing
      11% from $1.68 billion in the corresponding quarter of
      2002.  For the quarter ended November 30, 2003, net income
      totaled $138.7 million, up 12% from $123.7 million in the
      year-earlier quarter, while earnings per diluted share
      reached $3.31, increasing 13% from $2.92 in the
      corresponding quarter of 2002.

    * Company-wide net orders for the fourth quarter ended
      November 30, 2003 increased 14% to 6,629 from the 5,831 net
      orders reported for the same quarter of 2002.  Backlog at
      November 30, 2003, in terms of both units and dollars,
      exhibited strong growth from the previous year and provides
      excellent visibility for 2004.  The Company's backlog at
      November 30, 2003 stood at 14,675 units, which was up 2,652
      units or 22% from 12,023 at November 30, 2002.  The dollar
      value of backlog at November 30, 2003 totaled approximately
      $3.07 billion, up 31% from $2.35 billion for the same period
      of 2002.

    * On September 30, 2003, the Company expanded its operations
      into Chicago, Illinois by acquiring substantially all of the
      homebuilding assets of Zale Homes, a privately-held builder
      of single-family homes.  The Zale acquisition marked the
      Company's entry into the greater Chicago market, the fifth
      largest single-family homebuilding market in the U.S., and
      was the first extension of the Company's operations beyond
      the Sunbelt.  The Company hopes to leverage its new position
      in the Midwest into future growth opportunities.  The
      combined effects of the Company's recent acquisition
      activity in the Southeast region and Chicago, development of
      start-up operations in two new Florida markets, Fort Myers
      and Treasure Coast, and growth in its other homebuilding
      operations are expected to drive the Company's results to
      higher levels in 2004.

    * On October 30, 2003, the Company entered into a four-year,
      $1.00 billion unsecured revolving credit facility with a
      consortium of banks.  The facility, which the Company
      believes is the largest multi-year revolver in the
      homebuilding industry, provides additional capacity for the
      Company's future growth.  At November 30, 2003, the Company
      had $803.2 million of available borrowing capacity under the
      new facility. In addition, the Company's ratio of debt to
      total capital at November 30, 2003 improved 3.8 percentage
      points to 44.0%, the lowest level for the Company in the
      past five years, from 47.8% at November 30, 2002.

    * On December 5, 2003, after the end of the fiscal year, the
      Company announced that it had increased the annual cash
      dividend on its common stock to $1.00 per share from $.30
      per share.  The first quarterly cash dividend at the
      increased rate of $.25 per share will be paid on
      February 25, 2004 to shareholders of record on February 11,
      2004.

"The outstanding financial performance achieved in the fourth
quarter propelled KB Home to our seventh consecutive year of solid
earnings," said Bruce Karatz, chairman and chief executive
officer.  "During 2003, we delivered more than 27,000 homes from
our geographically diverse operations, which, in the U.S., span
from coast to coast.  While expanding our operations in 2003, we
did not lose our focus on improving customer satisfaction.  In the
latest JD Power and Associates survey, which provides an external,
unbiased source for assessing customer satisfaction, KB Home
ranked high among the national publicly-held homebuilders, with
our customer satisfaction rating improving from the prior year."

Unit deliveries rose 12% to 8,874 in the fourth quarter of 2003
from 7,932 in the same quarter of 2002 primarily due to the
Company's increased presence in the Southeast region as a result
of its strategic investments there.  Total revenues for the fourth
quarter of 2003 amounted to $1.87 billion, up 11% from the year-
earlier quarter revenues of $1.68 billion. Housing revenues rose
15% to $1.84 billion from $1.60 billion in the year-earlier
quarter primarily as a result of an increase in unit volume.  The
Company's overall average selling price for the fourth quarter of
2003 was up only slightly compared to the corresponding quarter of
2002.

Construction operating income for the fourth quarter increased 18%
to $216.6 million in 2003 from $183.7 million in the year-earlier
quarter due to the combined effects of higher unit volume and an
improved operating margin. The Company's construction operating
margin increased to 11.7% in the fourth quarter of 2003 from 11.1%
in the fourth quarter of 2002, mainly driven by growth in the
housing gross margin to 23.4% in 2003 from 22.6% in 2002.  Net
income rose to $138.7 million in 2003, up 12% from $123.7 million
in the fourth quarter of 2002.

"The free cash flow generated from the Company's core operations
enabled us to repurchase stock, acquire companies and invest in
land during the year, while reducing our debt to total capital
ratio to 44.0% at November 30, 2003 from 47.8% a year ago," Karatz
said.  "With our leverage ratio below our targeted range and
substantial borrowing capacity available under our new $1.00
billion revolver, we believe we are set up to seize attractive new
opportunities to increase our community counts, to expand our
operations through acquisitions or de novo growth, and/or to
repurchase shares as we move forward.  After the end of our fiscal
year, we more than tripled the cash dividend on our common stock,
further evidencing our commitment to increasing shareholder
value."

For the year ended November 30, 2003, the Company's return on
average stockholders' equity reached 25.9%, marking the sixth
consecutive year in which the Company's return on average
stockholders' equity exceeded 20%.  In addition, the Company's
book value per share surpassed $40.00 for the first time in its
history at November 30, 2003.  The Company's stockholders' equity
at November 30, 2003 reached $1.59 billion, increasing $318.5
million from the previous year despite $108.3 million in share
repurchases made during the year.  The Company continues to
maintain a balanced approach to managing its business by
strengthening its financial position through a combination of
investing in de novo and organic growth, opportunistically buying
back stock and achieving record results from its core operations.

The Company generated 6,629 net orders for the quarter ended
November 30, 2003, which represented an increase of 14% from the
5,831 net orders posted for the same quarter of 2002.  The strong
net order growth drove the Company's backlog value to
approximately $3.07 billion at November 30, 2003, a 31% increase
compared to $2.35 billion at November 30, 2002.  Total backlog
units at November 30, 2003 were up 22% year-over-year to 14,675
units from 12,023 units at November 30, 2002.

"The Company's net orders in the fourth quarter remained solid and
boosted year-end backlog to robust levels," said Karatz.  "Over
the past ten years, our backlog value has grown at a compound
annual rate of 34%.  The Company's outlook is positive as
strategic investments in both new and existing markets, including
recent acquisitions in the Southeast region, the acquisition of
Zale in Chicago, and recently established start-up operations in
Fort Myers and Treasure Coast, Florida have extended the platform
for KB Home's continued growth.  The persistent housing supply-
demand imbalance along with strong demographic trends and the
potential for economic recovery and improved consumer confidence
further reinforce the Company's favorable point of view."

KB Home (Fitch, BB+ Senior Unsecured Debt and BB- Senior
Subordinated Debt Ratings) is one of America's largest
homebuilders with domestic operating divisions in the following
regions and states: West Coast-California; Southwest-Arizona,
Nevada and New Mexico; Central-Colorado, Illinois and Texas; and
Southeast-Florida, Georgia and North Carolina.  Kaufman & Broad
S.A., the Company's majority-owned subsidiary, is one of the
largest homebuilders in France.  In fiscal 2002, the Company
delivered 25,565 homes in the United States and France.  It also
operates KB Home Mortgage Company, a full-service mortgage company
for the convenience of its buyers.  Founded in 1957, KB Home is a
Fortune 500 company listed on the New York Stock Exchange under
the ticker symbol "KBH."  For more information about any of KB
Home's new home communities, visit the Company's Web site at
http://www.kbhome.com/


L-3 COMMS: Moody's Assigns Ba3 Rating to Sr. Subordinated Notes
---------------------------------------------------------------
Moody's Investors Service takes rating actions on L-3
Communication Corporation's senior subordinated debt issues.
Outlook for the ratings is positive.

                      Rating Actions:

     * proposed $400 million 6-1/8% senior subordinated notes,           
          assigned Ba3;
     * $2.1 billion senior subordinated notes, confirmed at Ba3;
     * senior implied rating; confirmed at Ba2; and
     * issuer rating; confirmed at Ba3.

Outlook is positive.

The rating actions reflect L-3's strong cash flow generation
resulting from their operations in a strong defense and government
contracting environment and the company's successful acquisition
of a stream of companies.

Headquartered in New York City, L-3 Communications Holdings
provides secure communication systems, link Training and
Simulation and airport security equipment and specialized
communication products.


LA QUINTA: Fitch Affirms BB- Senior Unsecured Debt Ratings
----------------------------------------------------------
Fitch Ratings has affirmed the senior unsecured ratings La Quinta
at 'BB-', and has revised the Rating Outlook to Stable from
Negative.

The ratings reflect La Quinta's sizable and geographically diverse
asset base of owned hotel properties, healthy liquidity, improved
capital structure, and strong track record in a challenging
environment. Risks include significant debt levels, minimal free
cash flow generation, potential acquisitions and limited brand
recognition.

The change in Outlook reflects LQI's improved capital structure,
stronger business profile, and recent strengthening of lodging
fundamentals. Overhang to the rating and Outlook is LQI's stated
priority of making a strategic acquisition with net proceeds of a
recent equity issuance. In the event proceeds are used to further
improve its capital structure, Fitch would likely review the
rating and/or outlook for possible upgrade.

Year-to-date, LQI has made strong headway towards improving its
capital structure. Over the last nine months, LQI has amended and
extended its revolving credit facility (now set to mature in April
2007 versus December 2003), issued $325 million in senior notes
(used to refinance near term maturities), and issued $184 million
in equity (which is currently in cash). These actions have
extended debt maturities to five years versus 2.5 years, and
almost doubled the weighted average maturity to 2008. The actions
also improved liquidity. Pro forma for the equity issuance as of
Sept. 30, 2003, LQI had $303 million of cash, and $127 million of
unused capacity under the new credit facility (net of a $23
million letter of credit). In addition, LQI had $117 million held
in short term investments to redeem the 7.114% notes in 2004.

At third quarter-end, Sept. 30, 2003, total debt was $895 million,
and net debt was $659 million versus $721 million and $712
million, respectively at fiscal year-end (FYE) 2002. Pro forma for
the equity offering, net debt stood at $475 million. Factoring in
the proceeds of the offering, LQI is expected to finish the year
with net leverage of 3.3 times (x) versus 4.3x in the prior year.
Looking forward, Fitch expects net debt levels to rise very
slightly in 2004, as free cash flow is expected to be limited
(roughly $20 million), and insufficient to fund the estimated $28
million premium for retirement of the 7.114% notes. Assuming a 0%-
5% increase in EBITDA improvement in 2004, net leverage is
expected to decrease 0.1x-0.2x. Further upside to the leverage
ratio could come through sale of $21 million in non-strategic
lodging properties currently earmarked for sale.

Fitch also recognizes La Quinta's improving business profile, as
it executes on its stated revenue growth strategies. Recent
results suggest that revenue initiatives implemented in 2002 ($150
million maintenance and renovation program, an enhanced loyalty
program, more pervasive electronic distribution and an expanded
sales force) are taking hold. After trailing its competitors in
the first quarter of 2003, LQI's RevPAR performance tracked with
its peer group in second quarter, and strongly outperformed in the
third. Looking forward, LQI's solid market position and revenue
initiatives are expected to drive RevPAR growth. Moreover, LQI
should be able to positively leverage RevPAR growth to EBITDA
increases in 2004 and beyond.

For the first nine months of 2003, LQI reported EBITDA of $123
million, down 14% from the prior year, on a revenues decrease of
3.9% to $395 million. Positive RevPAR gains of 6.7% in the third
quarter were offset by RevPAR weakness in the first half of the
year, during which RevPAR decreased 4.7% versus the prior year
period. Results were impacted by the weak economic environment,
the continuing impact of the 2001 terrorist attacks on the United
States and the war in Iraq and its aftermath, and ADR
deterioration due to pricing transparency and weak corporate
travel demand.

More generally, LQI should benefit from an improvement in industry
fundamentals. The lodging industry appears to be in the trough
phase of the cycle, and improving demand, as a result of a
strengthening economy, coupled with very low supply growth over
the next several years should translate into strong RevPAR growth
over the next several years. Fitch's expectation of an improving
lodging demand environment is based on a number of indicators,
including consistent industry RevPAR gains since June, solid group
bookings in first-quarter 2004 (1Q04), economic improvement,
continued strength in leisure travel, and evidence of healthier
corporate travel activity in recent months. Barring another
external shock, lodging companies should also benefit from easier
comparisons in 2004 given the negative environment created by the
Iraq war and SARS in 2003.


LUCENT TECHNOLOGIES: Names John P. Giere Chief Marketing Officer
----------------------------------------------------------------
Lucent Technologies (NYSE: LU) announced that John P. Giere, an
executive with global marketing and branding experience in the
communications industry, is joining the company as Chief Marketing
Officer, effective immediately.  

Giere, 40, was most recently a vice president at the Swedish
telecommunications company LM Ericsson, having led its global
branding and marketing program as well as business development
efforts into new markets.

In this position, Giere, will report to Lucent's chairman and CEO
Patricia Russo and build a central marketing organization to
support the Lucent branding, marketing strategy and global
marketing efforts.  He will oversee all of the company's marketing
initiatives and design a tightly linked team across its wireless,
wireline and services businesses to support these efforts.

"John comes to Lucent with an in-depth understanding of our
industry and customers, and considerable experience creating
innovative and award-winning customer marketing and branding
programs," said Russo.  "He will add a new dimension and
perspective to our drive for profitable, top-line growth, by
building and strengthening our marketing programs."

Giere was most recently located at Ericsson's headquarters in
Sweden where he was vice president of Business Development and New
Sales Push.  Prior to assuming that role, he was corporate vice
president of Global Branding and Marketing at the company.  He
joined Ericsson in 1996 as vice president of Strategic Marketing
and Business Development for their North American operations.

Prior to working for Ericsson, Giere held several positions in
public relations and government affairs.  From 1990 to 1996, he
was with Kutak Rock GRG Consulting Group in Washington, D.C.,
becoming president of the group in 1994.  He has also held
government affairs positions with the National Association of
Realtors and the Federal Home Loan Mortgage Corporation.

Giere holds a Bachelor's degree from Georgetown University in
Washington, D.C., and a Master's degree in Business Administration
(MBA) from the University of Maryland.

He serves on the Executive Committee of the Telecommunications
Industry Association.  He will be re-locating with his family from
Stockholm, Sweden, to New Jersey.

Lucent Technologies (S&P, B- Corporate Credit Rating, Negative
Outlook), headquartered in Murray Hill, N.J., USA, designs and
delivers networks for the world's largest communications service
providers. Backed by Bell Labs research and development, Lucent
relies on its strengths in mobility, optical, data and voice
networking technologies as well as software and services to
develop next-generation networks.  The company's systems, services
and software are designed to help customers quickly deploy and
better manage their networks and create new, revenue-generating
services that help businesses and consumers. For more information
on Lucent Technologies, visit its Web site at
http://www.lucent.com/


MDC CORP: Will Make December Interest Payment on Jan. 15
--------------------------------------------------------
MDC Corporation Inc. operating as MDC Partners of Toronto
discloses an interest payment on Adjustable Rate Exchangeable
Securities of C$0.1125 per Exchangeable Security for the month of
December 2003 payable on January 15, 2004 to Exchangeable Security
holders of record at the close of business on December 31, 2003.

A holder of an Exchangeable Security will have the right to
exchange the security for a unit of Custom Direct Income Fund once
MDC is entitled to effectively exchange its 20% ownership of
Custom Direct, Inc. into units of the Fund. MDC's shares of Custom
Direct, Inc. are effectively exchangeable into units of the Fund
once (a) the Fund has earned audited EBITDA of approximately
US$22.2 million for the year ending December 31, 2003 or for any
fiscal year subsequent to 2003, and (b) the Fund has made average
monthly per unit cash distributions of at least C$0.1125 for the
period from May 29, 2003 to December 31, 2003 or for any fiscal
year subsequent to 2003.

For purposes of determining whether the EBITDA target has been
met, the audited financial statements for the year ending December
31, 2003 are anticipated to be prepared by March 2004.

MDC Partners (S&P, BB- Long-Term Corporate Credit Rating) is one
of the world's leading marketing communications firms. Through its
partnership of entrepreneurial firms, MDC provides creative,
integrated and specialized communication services to leading
brands throughout the United States, Canada and the United
Kingdom. MDC Class A shares are publicly traded on the Toronto
Stock Exchange under the symbol MDZ.A and on the NASDAQ under the
symbol MDCA. The Exchangeable Securities are publicly traded on
the Toronto Stock Exchange under the symbol MDZ.N.


MESA AIR GROUP: Obtains Financing Commitment for Eight Aircraft
---------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA) has arranged permanent
financing for seven CRJ-900s and one CRJ-700 aircraft under lease
financing from a third party lessor.

"We are pleased to have obtained this financing commitment and are
encouraged by what appears to be an improvement in the financial
markets and continue to be optimistic about our ability to finance
future aircraft deliveries on attractive terms," said Jonathan
Ornstein, Mesa's Chairman and CEO.

Mesa currently operates 152 aircraft with 975 daily system
departures to 153 cities, 40 states, the District of Columbia,
Canada, Mexico and the Bahamas.  It operates in the West and
Midwest as America West Express; the Midwest and East as US
Airways Express; in Denver as Frontier Jet Express and United
Express; in Kansas City with Midwest Express and in New Mexico and
Texas as Mesa Airlines. The Company, which was founded in New
Mexico in 1982, has approximately 4,000 employees.  Mesa is a
member of the Regional Airline Association and Regional Aviation
Partners.


METATEC INC: Earns Approval of Asset Sale to MTI Acquisition LLC
----------------------------------------------------------------
Metatec, Inc. (OTCBB:METAE) announced that the sale of its assets
to MTI Acquisition LLC, a wholly owned subsidiary of ComVest
Investment Partners II LLC, and an affiliate of Commonwealth
Associates Group Holdings LLC was approved by the United States
Bankruptcy Court for the Southern District of Ohio.

MTI will purchase substantially all of the assets of Metatec for a
purchase price of $10.0 million, consisting of a $9.0 million
credit to ComVest II's secured-party creditor bankruptcy claim and
a $1.0 million cash payment to the bankruptcy estate. The closing
of this transaction is expected to be complete by December 23rd,
2003.

Chris Munro, Metatec's president and chief executive officer,
stated, "Approval of the asset sale brings us very close to a
positive conclusion of our Chapter 11 re-organization and provides
us with the opportunity to build a new company. We are excited
about the prospect of working with MTI to build and grow a
profitable niche supply chain company."

The business of Metatec enables companies to streamline the
process of delivering products and information to market by
providing technology driven supply chain solutions that increase
efficiencies and reduce costs. Technologies include a full range
of supply chain solutions and CD-ROM and DVD manufacturing
services. Extensive real-time customer-accessible online reporting
and tracking systems support all services. Metatec operations are
based in Dublin, Ohio.

More information about Metatec's business is available by visiting
the company's Web site at http://www.metatec.com/

ComVest II is a wholly owned subsidiary of Commonwealth Associates
Group Holdings LP which is an investment-management organization
focused on investing, restructuring, and managing growth
businesses in the information technology, healthcare and
telecommunications industries. ComVest II is an investment
partnership established in July 2003. ComVest II's primary focus
is to provide capital to restructure the balance sheets of quality
small-cap public and private businesses that are over-leveraged or
experiencing other short-term financial constraints.

Founded in 1988, Group Holdings has built a core expertise as an
investment bank to public and private small-cap companies focused
on deploying capital and providing other investment banking
services for high-growth businesses in the information technology,
healthcare and telecommunications sectors. The firm's primary
focus during the last two years has been on turnarounds,
reorganizations and restructurings. Since its inception, the firm
has led or managed equity investments in excess of $1.4 billion in
over 50 different small-cap companies. Group Holdings has also
acted as financial advisor on mergers, acquisitions,
recapitalizations, and similar transactions for its investment
banking clients.


MGM MIRAGE: Fitch Maintains Senior Secured Ratings at BB+
---------------------------------------------------------
Fitch Ratings has affirmed the senior secured ratings of MGM
MIRAGE at 'BB+', and has revised the Rating Outlook to Stable from
Positive. The ratings reflect MGG's market leading assets,
significant discretionary free cash flow, and visible growth
prospects. Offsetting factors include the MGG's limited geographic
diversification and continued risk that cash flow will be directed
toward share repurchases and/or other investment opportunities
rather than further capital structure strengthening. Approximately
$5.25 billion is affected by this rating action.

The change in Outlook incorporates Fitch's view that MGG's stated
plan of achieving investment grade status will extend over a much
longer timeframe than previously anticipated, given cash flow
deployment over the last four quarters. While the capacity has
been there to meet the target leverage of below 4.0 times,
management has undertaken aggressive share repurchases and heavy
capital spending which have precluded further credit improvement.
Strengthening of MGG's credit profile over the intermediate term
is more likely to derive from improved operating results as
opposed to debt repayment. Leverage at year end is expected to be
in the 4.7x range at fiscal year-end 2003, and should be
relatively flat through FYE 2004.

At Sept. 30, 2003, debt levels had risen to $5.25 billion versus
$5.07 billion in the prior year. In Fitch's view, cash flow
deployment over the last twelve months demonstrates a marked shift
in priorities. Over this period, debt increased $180 million,
while share repurchases totaled $367 million. In addition, MGG
announced in November that it repurchased an additional 4.0
million shares during 4Q03 for an estimated cost of $144 million.
This has occurred during a period of heavy capex spending ($575
million for FYE 2003). This contrasts with the previous 24-months
between Sept. 30, 2000 (shortly after Mirage Resorts was acquired)
and Sept. 30, 2002 when debt was reduced by $960 million to $5.075
billion, share repurchases totaled just $115 million, and annual
capex spending was in the $300-$350 million range.

Looking forward, capital spending is expected to be extensive in
2004 (flat with 2003 levels) and heavy share repurchase activity
is likely to continue. MGG announced in November that its board
had approved a new 10 million share repurchase program after
closing out its previous authorization. Based on recent precedent,
Fitch believes that free cash flow in 2004 after capital
expenditures will be diverted to share repurchases. Additional
share repurchases may be debt-financed and expansion of the
capital expenditure budget cannot be ruled out given potential
growth projects on the docket (UK Gaming, Macau, Detroit permanent
facility) that are not yet included. Based on current capital
deployment expectations, Fitch expects leverage to remain flat
next year given projected increases in EBITDA of 0-5%.

Taking account of current covenant restrictions, Fitch estimates
that MGG has $740 million in availability under its revolving
credit facilities and $154 million in cash on hand. MGG recently
refinanced its $2 billion 5-year revolver, and $600 million 364-
day revolver which were set to mature in April 2005 and April
2003, respectively. The new $2.5 billion facility, which matures
in November 2008, consists of a 5-year revolving credit facility
and a five year $1 billion term loan that reduces by 20% over the
final three years of its tenor. The facility contains similar
terms and covenants to the previous facilities. MGG's next
material maturity occurs in 2005 when roughly $500 million in
public debt maturities come due.

For the nine months ended Sept. 30, 2003, MGG reported EBITDA of
$895.8 million, down 6.6% after adjusting for the sale of the
Golden Nugget properties. Total revenues of $1.5 billion were
roughly flat with the prior year, despite lower table hold in
2003. The decrease in EBITDA was primarily the result of increased
labor costs in the quarter, along with increased property taxes
and insurance costs during the first half of the year, lower hold
in the third quarter as well as the $5 million paid to Nevada
gaming regulators to settle currency transaction reporting
violations at The Mirage.


MIRANT CORP: Wants Court to Enforce Stay on Bonneville Power
------------------------------------------------------------
Robin E. Phelan, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that on July 30, 2003, Bonneville Power Administration
mailed a Termination Letter to the Mirant Corp. Debtors pursuant
to which Bonneville purported to terminate all transactions it
entered into with the Debtors under an Agreement to Enable Future
Purchases, Sales and Exchanges of Power and Other Services
because of the Debtors' Chapter 11 petition.  Pursuant to the
Termination Letter, Bonneville:

   -- assessed a termination payment against the Debtors for
      $1,085,040;

   -- placed an administrative hold on the payment that it owed
      to the Debtors for its July purchases; and

   -- requested payment of the "net amount" of $533,026.

The Termination Letter also stated that Bonneville received
$523,389 from the Debtors as further assurance of payment and
that it would release those funds to the Debtors if the Debtors
paid the "net amount."  Bonneville did not ask the Court for stay
relief before sending the Termination Letter.

In response to the Termination Letter, Mr. Phelan informs the
Court that on August 7, 2003, the Debtors sent a letter to
Matthew Troy of the U.S. Department of Justice, Civil Division,
advising Bonneville that it is not a "forward contract merchant"
under Section 556 of the Bankruptcy Code and that its purported
termination of the Agreement violates Sections 362 and 365 of the
Bankruptcy Code.  The Debtors also demanded that Bonneville
immediately withdraw its purported termination.  Mr. Troy
responded on September 24, 2003, notifying Mirant of Bonneville's
refusal to withdraw the termination and pay its outstanding
balance.

Having no alternative, pursuant to Section 105(a) of the
Bankruptcy Code and Rule 9020 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to:

   (a) hold Bonneville in civil contempt for having violated the
       automatic stay of Section 362;

   (b) allow Bonneville to cure the contempt by immediately
       withdrawing its purported termination of the Agreement;
       and

   (c) assessing appropriate compensatory payments for the civil
       contempt, including, but not limited to, certain costs and
       attorneys' fees.

Mr. Phelan contends that sufficient cause warrants approving the
Debtors' request because:

   (a) by purporting to terminate the Agreement, assessing a
       "Termination Payment" and attempting to set off the
       Termination Payment with its July purchases, Bonneville
       committed an act to obtain possession of property of the
       estate and to exercise control over property of the
       Debtors' estates, in violation of Section 362(a)(3);

   (b) being a governmental unit, Bonneville is not protected by
       Section 556 since it is not a forward contract merchant;
       and

   (c) Bonneville refused to withdraw its Termination Letter
       despite the Debtors' request and explanation. (Mirant
       Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


MR. OIL CHANGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mr. Oil Change, Inc.
        2421 Clinton St.
        West Seneca, New York 14224

Bankruptcy Case No.: 03-19193

Type of Business: Oil Change Service

Chapter 11 Petition Date: December 12, 2003

Court: Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Peter D. Grubea, Esq.
                  69 Delaware Avenue
                  Suite 1006
                  Buffalo, NY 14202
                  Tel: 716-853-1366

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Charter One Bank              Corporate Guarantee     $2,800,000
Attn: Michael Kubala
115 Lawrence Bell Drive
Williamsville, NY 14221

Castrol                       Promissory Note           $860,000
P.O. Box 101099
Atlanta GA 30392

Petroleum Sales & Services    Property/Negligence       $300,000
  Inc.                        Claim
Attn: Bernie Kiefer
1100 Rand Bldg.
Buffalo NY 14203

Russhart Development, LLC     Rent/Lease Arrears        $250,000
Attn: James Busshart
2421 Clinton Street
West Seneca NY 14224

Castrol                       Trade Debt                $156,055

Ameripride                    Trade Debt                 $20,739

NYS Attorney General          Consumer Protection        $20,290
                              Claim

Jackle Fleischmann & Mugel    Legal Fees                 $11,900

Sage Microsystems, Inc.       Trade Debt                 $10,152

Verizon Directory Services    Trade Debt                  $7,575

Travers Collins & Company     Trade Debt                  $5,884

Unifirst                      Trade Debt                  $4,846

Argilus, LLC                  Trade Debt                  $4,000

Safety-Kleen                  Trade Debt                  $3,722

Rayteck Enterprises           Trade Debt                  $3,424

Getty Petroleum               Trade Debt                  $2,928

Toski, Schaefer & Co., PC     Trade Debt                  $2,666

Super Coups                   Trade Debt                  $2,600

MS Consultants, LLC           Trade Debt                  $2,600

Carco Group, Inc.             Trade Debt                  $2,151


N-45 FIRST: S&P Takes Rating Actions on Series 1999-1 Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of N-45 First CMBS Issuer Corp.'s series 1999-1.
Concurrently, ratings for five classes from the same transaction
are affirmed.

The raised and affirmed ratings reflect the enhanced credit
support levels from loan payoffs, strong loan payment history, and
improving financial performance.

As of Nov. 15, 2003, the pool consisted of 17 fixed-rate
commercial mortgages with an outstanding principal balance of
$44.7 million, down from 100 loans totaling $254.1 million at
issuance. The master and special servicer is Gespa CDPQ, an
indirect wholly owned subsidiary of Caisse de depot et placement
du Quebec. The servicer reported trailing 2003 net operating
income debt service coverage for 66% of the pool. Based on
this information, Standard & Poor's calculated a weighted average
DSC for the pool of 1.86x, up from 1.77x at issuance. All of the
loans that matured during 2003 have paid off. One loan, or
approximately $3.8 million, is scheduled to mature in 2004.

There are no specially serviced, delinquent, or watchlist loans in
the pool. There have been no losses taken against the pool. The
pool's performance can be partly attributed to the stable Canadian
real estate market. The performance also reflects the fact that
the mortgages are full recourse obligations of the respective
borrowers.

The overall pool composition includes retail (59%), office (25%),
industrial (14%), with the remaining property types comprising 2%
of the scheduled principal balance.

In its stress analysis, Standard & Poor's considered loans without
recent DSCs and near-term maturities. The resultant credit
enhancement levels support the raised and affirmed ratings.
    
                        RATINGS RAISED
    
                     Rating
        Class     To        From     Credit Enhancement (%)
        D         AAA       AA                       42.6
        E         AA+       BBB+                     22.7
        F         AA        BB+                      17.0
        G         BB        B                         5.7
        H         B+        B-                        4.3
            
                        RATINGS AFFIRMED
    
        Class    Rating     Credit Enhancement (%)
        A-2      AAA                         82.2
        B        AAA                         71.0
        C        AAA                         56.8
        J        CCC                          2.8
        IO       AAA                          N/A
        

NAT'L CENTURY: Treatment of Claims Under Second Amended Plan
------------------------------------------------------------
Under the National Century Debtors' Second Amended Plan of
Liquidation, the classification and estimated aggregate amount of
Claims in each Class are modified as:  
                                                Estimated Amount
   Class  Description                Status        of Claims  
   -----  -----------                ------     ----------------
   N/A    Administrative Claims      Unimpaired               --

   N/A    Priority Claims            Unimpaired               --

   C-1    Secured Bank Loan Claims   Unimpaired      $22,000,000
  
   C-2A   NPF VI Class A Noteholder  Impaired       $908,643,120
          Secured Claims

   C-2B   NPF VI Class B Noteholder  Impaired         19,000,000
          Claims

   C-3A   NPF XII Class A Noteholder Impaired      1,974,500,000
          Secured Claims

   C-3B   NPF XII Class B Noteholder Impaired         73,000,000
          Claims

   C-4    Other Secured Claims       Unimpaired        1,000,000

   C-5    Unsecured Priority Claims  Unimpaired               --  

   C-6    General Unsecured Claims   Impaired                 --

   C-7    Convenience Claims         Impaired          3,000,000

   C-8    Intercompany Claims        Impaired                N/A

   C-9    Penalty Claims             Impaired                 --  

   E-1     Old Stock Interests       Impaired                 --

                       Treatment of Claims

The treatment of four claims are also modified as:

Class C-2A: NPF VI Class A Noteholder Secured Claims

      On the Effective Date, each holder of an Allowed Claim in
      Class C-2A will receive its Pro Rata share of:

      (a) the NPF VI Initial Restricted SPV Funds
          Distribution;

      (b) the NPF VI Percentage of the Remaining Restricted
          SPV Funds Distribution;

      (c) the NPF VI Percentage of the interests in VI/XII
          Collateral Trust; and

      (d) any amounts that become available for distribution
          to NPF VI Class A Noteholders from the Amedisys
          Escrow under the terms of the Amedisys Escrow
          Agreement.

Class C-3A: NPF XII Class A Noteholder Secured Claims

      On the Effective Date, each holder of an Allowed Claim in
      Class C-3A will receive its Pro Rata share of:

      (a) the NPF XII Initial Restricted SPV Funds
          Distribution;
  
      (b) the NPF XII Percentage of the Remaining Restricted
          SPV Funds Distribution; and

      (c) the NPF XII Percentage of the interests in VI/XII
          Collateral Trust and the interests in the CSFB
          Claims Trust.

Class C-6: General Unsecured Claims are unsecured claims,
      including deficiency claims of the NPF VI Class A
      Noteholders and the NPF XII Class A Noteholders, against
      any Debtor that are not otherwise classified in Class C-5,
      C-7, C-8, or C-9.

      On the Effective Date, each holder of an Allowed Claim in
      Class C-6 will receive its Pro Rata share, interests in
      the Litigation Trust and the Unencumbered Assets Trust.

Class C-8: Intercompany Claims

      Except for Intercompany Claims between NPF VI and NPF XII,
      which are being compromised and settled pursuant to the  
      Plan and the Intercompany Settlement Agreement, no
      property will be distributed to or retained by the holders
      of Allowed Claims in Class C-8 on account of the claims.
(National Century Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NAT'L QUALITY: Independent Auditors Express Going Concern Doubts
----------------------------------------------------------------
National Quality Care Inc. has recorded net losses of $24,181 in
the current quarter.

Additionally, as of June 30, 2003 the Company's current
liabilities exceeded its current assets by $ 1,223,147. To date,
the Company has relied primarily on operating cash flow and debt
to sustain its operations. Management has taken certain actions
and is pursuing additional measures to support the Company's
current operating plan, including taking appropriate measures to
continue raising equity and other financing from various sources
and actively marketing to increase its patient base. Management
believes that the Company's ability to sustain operations and
pursue research and development activities is dependent upon its
ability to raise sufficient capital, which may not occur or be
under terms sufficient for the Company.

The focus of the Company's principal business operations is the
providing of high quality integrated dialysis services for
patients suffering from ESRD.

The Company is in the process of adopting a new business plan
devoted to the research, development, manufacture and sale of a
portable, artificial kidney device. The Company does not have
sufficient resources to implement its new business plan, but it
intends to obtain financing by selling equity or debt securities
of the Company and/or selling its principal assets related to its
existing business of providing integrated dialysis services for
patients suffering from chronic kidney failure or end stage renal
disease, including without limitation, the dialysis unit held by
its principal operating subsidiary, Los Angeles Community
Dialysis, Inc.

The Company intends to develop and ultimately make commercially
available a new artificial kidney for patients suffering from
chronic kidney failure, also known as end stage renal disease. The
intent is for the commercially available device to consist of a
dialyzing filter, several battery operated pumps, and several
other proprietary components. The device is intended to be fully
automated. In September 2001, Dr. Victor Gura, the Company's Chief
Executive Officer, Chairman of the Board of Directors and one of
its principal stockholders conceptualized the design of the
device. In January 2002, the Company assembled a core scientific
and engineering team. The Company has filed several patent
applications to protect its intellectual property.

National Quality Care has historically financed its research and
development activities through working capital provided from
operations. As disclosed in its financial statements for the year
ended December 31, 2002, the Company generated a net loss of
$758,400 during the year ended December 31, 2002 and, as of
December 31, 2002, had an accumulated deficit of approximately
$3,059,583. The Company experienced a loss from operations during
the year ended December 31, 2002 of approximately $519,389. As a
result, on January 1, 2003, the Company suspended its research and
development activities due to a lack of funds.

The Company is actively seeking financing to continue its research
and development activities and to progress beyond preliminary
testing. The Company has retained consultants to assist it in the
fundraising process. If the Company does not obtain sufficient
funding, it may not be able to complete research and development
activities and may be required to suspend such activities
indefinitely or discontinue such activities. There is no assurance
that the Company will be able to obtain such financing on
favorable terms, if at all, to continue its research and
development activities.

If the Company secures financing by selling its dialysis business,
there is a risk that the Company will not be able to generate
significant revenue from its remaining assets. Because the Company
does not expect to generate significant revenue from its research
and development activities, the Company may become dependent upon
the funds received from the sale of such assets and significant
external financing to implement its new business plan. There is no
assurance that the Company will be able to obtain such financing
on favorable terms, if at all.

National Quality Care is assessing the minimum amount of capital
required to resume research and development activities in a
meaningful manner. Upon receipt of such financing, the Company
intends to: (i) lease laboratory space; (ii) continue the
development of and internal laboratory testing and animal
experiments with the device; (iii) commence the construction of a
prototype using parts and software specifically designed for its
device; and (iv) successfully complete laboratory, animal and
human testing and trials. There can be no assurance, however, that
the minimum amount assessed will be sufficient for the Company to
successfully complete all such tests and trials.

The Company has been sued by certain of its vendors for failure to
pay outstanding payables. In June 2003, the Company entered into a
forbearance agreement with Baxter Healthcare related to a $347,275
judgment awarded against the Company in connection with a line of
credit previously extended to the Company, and has agreed to pay
Baxter $7,000 a month to avoid enforcement of the judgment. In
April 2003, the Company entered into a settlement with Gambro
Healthcare for a total sum of $117,500, and has agreed to pay
$3,125 per month against the settlement amount. Dr. Gura has
personally guaranteed each of these obligations. In addition, the
Company has been sued by Fresenius Financial,
Inc., which seeks $377,000 in damages arising from a claim related
to the Company's purchase of medical supplies. There can be no
assurance as to the outcome of this pending proceeding.

In addition, the Company owes approximately $292,000 in unpaid
payroll taxes to the Internal Revenue Service. The Company is
attempting to work out a payment plan, but there can be no
assurance as to the resolution of this matter.

National Quality Care Inc.'s independent auditors issued a
statement in their report included with the Company's audited
financial statements, as filed with the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2002, to the effect
that the Company's historical net losses, use of substantial
amounts of cash in its operating activities, and accumulated
deficit and net asset deficiency, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.


NEXSTAR BROADCASTING: Prices $125MM Senior Sub. Note Offering
-------------------------------------------------------------
Nexstar Broadcasting Group, Inc. (Nasdaq: NXST) (S&P, B+ Long-Term
Corporate Credit Rating, Stable Outlook) announced that its
wholly-owned subsidiary, Nexstar Finance, Inc., priced the sale,
in a private offering pursuant to Rule 144A and Regulation S under
the Securities Act of 1933, of $125 million principal amount of 7%
senior subordinated notes due 2014 at par.

The transaction is expected to close on December 30, 2003. Net
proceeds from the offering will be used to finance the Company's
acquisition of Quorum Broadcast Holdings, LLC.

The senior subordinated notes will rank equally with all of the
Company's other existing and future senior subordinated
indebtedness, and will be junior to the Company's senior
indebtedness, including debt under the Company's senior secured
credit facility. The senior subordinated notes will be guaranteed
by all of the Company's existing subsidiaries that are guarantors
under the Company's senior secured credit facility and outstanding
senior subordinated indebtedness.

The senior subordinated notes have been offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933 and to certain persons in offshore transactions
pursuant to Regulation S under the Securities Act of 1933. The
senior subordinated notes have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements.


NEXTEL: S&P Assigns BB Rating to $2.2-Bil. Tranche E Term Loan
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' rating to the
$2.2 billion tranche E term loan of Nextel Finance Co., a wholly
owned subsidiary of Reston, Virginia-based wireless service
provider Nextel Communications Inc. At the same  time, a recovery
rating of '1' was assigned to the loan. The term loan is  rated
one notch above the corporate credit rating; this and the '1'
recovery rating indicate a high expectation of full recovery of
principal in the event of a default. The loan, along with $575
million of cash, were used to refinance term loans B, C, and D.

In addition, Standard & Poor's affirmed its 'BB-' corporate credit
rating on Nextel. The outlook remains positive. Pro forma for this
refinancing and the retirement of about $2 billion of notes thus
far in the fourth quarter of 2003, total debt was about $10
billion at Sept. 30, 2003.

"The rating primarily reflects concern over Nextel's ability to
maintain a competitive edge with its service offering (push-to-
talk [PTT] and customized applications) in light of wireless
number portability and challenges from other wireless carriers
that have rolled out (i.e., Verizon Wireless and Sprint PCS) or
are planning to introduce (i.e., AT&T Wireless) PTT service," said
Standard & Poor's credit analyst Michael Tsao. Somewhat offsetting
this concern are three factors. First, Nextel has an entrenched
subscriber base in several industries. Since Nextel operates an
exclusive network that is not compatible with those operated by
other wireless carriers, subscribers are less likely to churn off,
as doing so would entail losing access to critical user groups;
anyone associated with these user groups is more likely to select
Nextel as his wireless service provider. Second, the company has
years of experience offering differentiated services by way of
targeting specific industries in terms of marketing and
applications support. It will take time for other carriers to
acquire the sufficient level of experience to materially challenge
Nextel. Third, the company has notably improved its financial
risk profile by lowering leverage (down to about 2.2x debt to
annualized EBITDA at Sept. 30, 2003, pro forma for these
transactions, from about 3.8x a year ago), growing free cash flow
(primarily through solid operations), and lengthening its maturity
profile.

Nextel had about $2.9 billion (about $1.6 billion of cash and $1.3
billion of bank credit facility availability) of liquidity at
Sept. 30, 2003, pro forma for cash retirement of debt in the
fourth quarter. This level of liquidity, when combined with such
factors as the company's ability to generate free cash flows, no
significant debt maturities until 2008, and adequate headroom
under bank covenants, give the company adequate cushion against
execution risks for the next few years.


NEXTEL PARTNERS: Note Resale Registration Statement is Effective
----------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) announced that its
registration statement covering resales by selling security
holders of its 1-1/2% Senior Convertible Notes due 2008 that were
initially issued in a private placement on August 6, 2003 and
shares of Class A common stock has been declared effective by the
Securities and Exchange Commission.

Nextel Partners will not receive any proceeds from resales by
selling security holders of the notes or the Class A common stock.

Nextel Partners, Inc., (Nasdaq:NXTP) (S&P, B- Corporate Credit
Rating, Positive Outlook), based in Kirkland, Wash., has the
exclusive right to provide digital wireless communications
services using the Nextel brand name in 31 states where
approximately 53 million people reside. Nextel Partners offers its
customers the same fully integrated, digital wireless
communications services available from Nextel Communications
including digital cellular, text and numeric messaging, wireless
Internet access and Direct Connect(SM) digital walkie-talkie, all
in a single wireless phone. Nextel Partners customers can
seamlessly access these services anywhere on Nextel's or Nextel
Partners' all-digital wireless network, which currently covers 293
of the top 300 U.S. markets. To learn more about Nextel Partners,
visit http://www.nextelpartners.com/ To learn more about Nextel's  
services, visit http://www.nextel.com/


NORTHWESTERN CORP: Elects R. Schrum VP of Human Resources & Comms.
------------------------------------------------------------------
The Board of Directors of NorthWestern Corporation (Pinksheets:
NTHWQ) announced that Roger P. Schrum has been elected Vice
President of Human Resources and Communications, effective
immediately.

In this new position, Schrum will be responsible for the
integration and management of the company's human resources,
communications and investor relations functions.  He reports to
Gary G. Drook, President and Chief Executive Officer.  Schrum is
taking over the company's Human Resources function from John Van
Camp who assumes the transitional position of Vice President of
Organization and Staffing as part of the company's Chapter 11
reorganization.  Van Camp reports to Bill Austin, NorthWestern's
Chief Restructuring Officer.

"Roger has been an extremely effective member of the turnaround
team and played a key role in managing our relationships with our
internal and external stakeholders.  His 20 years of management
experience in the energy and utility industry will be a strong
asset as we integrate our human resources and communications
functions," said Drook.

Schrum joined NorthWestern in 2001 as Vice President of External
Communications.  In 2002, he took over additional responsibility
for the company's overall communications and investor relations
functions.  Prior to joining NorthWestern, Schrum was General
Manager of Marketing Communications and Public Affairs at SCANA
Corporation, a South Carolina-based utility company.  He also held
management positions with Ashland, Inc., a Kentucky-based energy
company, and the Diamond Shamrock Corporation, a Texas-based oil
and gas company.  A Manhattan, Kansas native, Schrum holds a
Bachelor of Science degree from Pittsburg (Kansas) State
University and has completed the executive development program at
Indiana University.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation is one of the largest providers of electricity and
natural gas in the Upper Midwest and Northwest.  The Company filed
for Chapter 11 protection on September 14, 2003 (Bankr. Del. Case
No. 03-12872). Scott D. Cousins, Esq., Victoria Watson Counihan,
Esq., and William E. Chipman, Jr., Esq., at Greenberg Traurig LLP
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$2,624,886,000 in total assets and $2,758,578,000 in total debts.


NOMURA: Fitch Takes Rating Actions for 2 Series of Transactions
---------------------------------------------------------------
Fitch Ratings has downgraded the ratings on two classes of notes
issued by Nomura CBO 1997-1 Ltd. and affirmed the ratings of three
classes of notes issued by Nomura CBO 1997-2 Ltd. These two
transactions are both collateralized bond obligations backed
predominantly by high yield bonds.

The current ratings are:

    Nomura CBO 1997-1 Ltd.

        -- $209,918,820 class A-2 notes to 'B' from 'BB-';
        -- $40,800,000 class B notes to 'CC' from 'CCC-'.

    Nomura CBO 1997-2 Ltd.

        -- $144,927,224 class A-2 notes affirmed at 'AA-';
        -- $105,300,000 class A-3 notes affirmed at 'CC';
        -- $36,300,000 class B notes affirmed at 'C'.

These rating actions are the result of increased levels of
defaults and deteriorating credit quality of the underlying
collateral assets. In reaching the rating action, Fitch analyzed
and evaluated the results of cash flow model runs after applying
several different stress scenarios.

As stated in the Nomura CBO 1997-1 Ltd. December 2003 trustee
report, the notional amount of collateral is $264.5 million, and
includes 27 defaulted assets having a par value of $58.6 million.
The deal also contains 22.1% assets rated 'CCC+' or below,
excluding defaults. Nomura CBO 1997-1 Ltd. is currently failing
each of its overcollateralization tests. The current class A-2 OC
ratio is 105.5%, while having a trigger of 141%, the current class
B OC ratio is 87.8%, while having a trigger of 120%.

According to the Nomura CBO 1997-2 Ltd. December 2003 trustee
report, the notional amount of collateral is $286.9 million, and
includes 39 defaulted assets having a par value of $68.6 million.
The deal also contains 34.2% assets rated 'CCC+' or below,
excluding defaults. Nomura CBO 1997-2 Ltd. is currently failing
each of its OC tests. The current class A OC ratio is 96.5%, while
having a trigger of 135%, the current class B OC ratio is 83.9%,
while having a trigger of 113%.

Fitch will continue to monitor these transactions.


NORTEL NETWORKS: Board Declares Preferred Share Dividends
---------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles. The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively. The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime. The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime. The
dividend on each series is payable on February 12, 2004 to
shareholders of record of such series at the close of business on
January 30, 2004.

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/   


ORDERPRO LOGISTICS: CEO Explains E Designation to Trading Symbol
----------------------------------------------------------------
OrderPro Logistics (OTCBB:OPLO) has issued a "Letter to its
Shareholders," from CEO Richard Windorski.

Re: OPLO Share Price Alert

Dear Shareholder:

The purpose of this message is to comment on the recent "E"
designation on our trading symbol (OPLO) and the resulting price
trend on our stock and how this trend relates to your investment
in OrderPro Logistics. Last week an "E" designation was placed on
our symbol by NASD, the business that operates the Nasdaq Bulletin
Board, on which OrderPro Logistics is listed. The "E" designation
is a result of OPLO'S delayed filing of the 3rd Quarter Report
with the SEC. While it is unfortunate that our 3rd Quarter Report
was late, the delay was directly related to the transition from
our previous auditor to our new audit firm, Weinberg & Company,
and the unanticipated length of review time (a one time review
required when changing auditors) our new auditors were required to
spend on that process. The audit review nears completion and we
expect that the filing will occur in the next day or so and the
"E" designation to be removed from our symbol shortly thereafter.
We wish to assure our shareholders that the management of OrderPro
Logistics and their auditors are committed to accurate and timely
filing of all future Quarterly and Annual Reports.

We wish to assure our shareholders that the business of OrderPro
Logistics has not been disrupted during the interim and that the
execution of our stated business plan and the goals and objectives
therein continues unabated. We maintain that our revenue
projections of $40 million plus over the next 24 months are fully
attainable and unaffected by the delay in 3rd Quarter filing.

During the period the "E" designation has been placed on our stock
symbol (OPLOE) the share price has declined. OrderPro Logistics
management attributes the decline in share price directly, and
solely, to some misunderstanding and confusion experienced by a
number of investors and potential investors as to the significance
of the "E" designation and the subsequent liquidation of shares by
these same shareholders and a slow down in buying by potential
investors or repeat investors. Fortunately, most of our
shareholders have stayed the course, retained or added to their
position, and we wish to congratulate them on their wise decision.

Taking all current and forecasted factors into consideration, the
management of OrderPro Logistics recommends that all investors
evaluate their positions in OPLO. We believe that OPLO shares
purchased NOW represent an extraordinary value, a value that can
be maximized in either short or long term investment strategies,
and we strongly encourage all investors to participate.

We at OrderPro Logistics appreciate your support and wish you all
a prosperous 2004.

          Sincerely,

          Richard Windorski
          CEO
          OrderPro Logistics, Inc.  

OrderPro Logistics, Inc. is a customer-oriented provider of
innovative and cost-effective logistics solutions for companies
that ship products, as well as for freight carriers. To provide
cost-effective and efficient delivery, OrderPro Logistics created
proprietary web-enabled software to manage all transport/shipping
processes, maximize inbound- outbound savings, and complete real-
time logistics management services. With expertise and experience
in transportation, logistics management, computer/Internet
technology, and a philosophy of performance-based customer reward
systems, OrderPro Logistics has proven that transportation
brokerage/logistics management can be successful in a competitive
marketplace. With a team of highly capable and experienced
employees, the company works across functional lines to maximize
efficiency and provide exceptional service to customers. See
http://www.orderprologistics.com/  

                         *    *    *

           Liquidity and Going Concern Uncertainty

In its recent Form 10-QSB filed with the Securities and Exchange
Commission, OrderPro Logistics reported:

"OrderPro Logistics, Inc. had a net working capital deficit at
September 30, 2003 of $534,220. The Company has financed it
operations principally through the placement of convertible
debentures and the personal financial resources provided by the
founder and Chief Executive Officer. Management is attempting to
raise additional debt or equity capital to allow it to expand the
current level of operations. Both the public and private sale of
securities and/or debt instruments for expansion of operations
will be considered if such expansion would benefit the overall
growth and income objectives of the Company.

"Additional funds needed to continue operations through June 30,
2004 are $800,000. Of this amount approximately $500,000 will be
raised through operations. However, the funds required to continue
operations will not achieve solvency. The funds required to
achieve solvent operations would be approximately $1,500,000. If
the debenture holders elect not to convert to common stock,
OrderPro Logistics, Inc. will need an additional $331,703.80. An
infusion of capital would allow OrderPro Logistics, Inc. to fully
implement its business plan with the carriers and obtain all of
the pricing benefits that would accompany its Rapid Pay Program.
The earlier that this program can be achieved, the better the
prospects for achieving profitability.

"The Company's working capital and other capital requirements
during the next fiscal year and thereafter will vary based on the
sales revenue generated by the Company. A key operational need is
to pay the carriers for their services on a basis that is superior
to payment terms received from other shippers and brokers. When
payment to the carriers is made quickly, the Company will have a
greater number of carriers available to haul freight. The
relationship between increased revenue, increased receivables, and
increased capital is direct and impacted by delayed customer
payments. As revenue increases, the amount of capital needed to
fund the "Rapid Pay" program will increase.

"The Company's operations are not affected by seasonal
fluctuation. However, cash flows may at times be affected by
fluctuations in the timing of cash receipts from large contracts.

                         Management Plans

"The [Company's] financial statements have been prepared assuming
that the Company will continue as a going concern. The Company had
limited operations since inception, and has limited working
capital reserves. The Company expects to face many operating and
industry challenges and will be doing business in a highly
competitive industry.

"These financial statements do not include any adjustments
relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities
that might result should the Company be unable to continue as a
going concern."


PACIFIC GAS: Hearing on Plan Confirmation to Convene Today
----------------------------------------------------------
The California Public Utilities Commission (CPUC) approved a
settlement agreement between Pacific Gas and Electric Company, its
parent PG&E Corporation, and the CPUC, which paves the way for the
utility to emerge from Chapter 11 as an investment grade company
and provides significant rate reductions to its customers.

"The approval of the settlement agreement helps resolve much of
the uncertainty that our customers, company and investors have
faced, and which has gripped the state's energy industry for the
past three years," said Robert D. Glynn, Jr., Chairman, CEO and
President of PG&E Corporation.  "After Pacific Gas and Electric
Company emerges from Chapter 11, it can return to the traditional
roles it has played in California's economy; roles that have been
interrupted by the challenges of the energy crisis."

Glynn highlighted some of the important benefits of the settlement
agreement, including:

    -- A significant rate decrease for customers:  Customers will
       have their electricity rates reduced by approximately $670
       million in 2004, with the opportunity for additional rate
       reductions in the future.

    -- An opportunity for an additional $1 billion savings for
       customers: Through an agreement with The Utility Reform
       Network (TURN), the utility would expeditiously seek to
       refinance a portion of its costs after emerging from
       Chapter 11 under the settlement plan, if specific
       conditions are met.  The refinancing could potentially save
       customers approximately $1 billion in lower interest rates
       and tax savings over the term of the agreement.

    -- Environmental benefits, including the protection of the
       140,000 acres of sensitive watershed lands surrounding the
       company's hydroelectric facilities.

    -- Restoration of the utility's financial health and
       investment grade credit rating to allow the company to
       access the capital markets in order to finance, at
       historically low interest rates, the infrastructure
       improvements and long-term procurement of natural gas
       and electricity needed to support California's economy.

    -- Paying in full, or otherwise fully satisfying all valid
       creditors claims.

"We are firmly committed to working with the Commission to
strengthen the traditional regulatory relationship between the
utility and the CPUC," said Gordon R. Smith, Pacific Gas and
Electric Company's President and CEO.  "With the world watching
today, the Commission demonstrated the leadership required to help
reassure the financial community that California is back on track,
and to provide for a substantial reduction in customer rates."

PG&E's customers should recognize the efforts of TURN for forging
an agreement that could potentially save approximately $1 billion
in financing costs, and results in lower rates.  The utility will
work diligently with TURN to achieve these additional customer
savings.

Last week, the U.S. Bankruptcy Court issued a decision approving
PG&E's plan of reorganization and finding that the settlement
agreement is confirmable.  The Court has scheduled a hearing today
to discuss the confirmation order.  If the final approvals are
met, the utility has targeted the end of the first quarter of 2004
for its exit from Chapter 11.


PAC-WEST TELECOMM: Cash Tender Offer for Senior Notes Expires
-------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and small and medium-
sized enterprises in the western U.S., announced that its
previously announced cash tender offer to purchase up to $59.0
million, or approximately 62.0%, of the $95.1 million outstanding
principal amount of its Series B 13.5% Senior Notes due 2009 and
related consent solicitation expired at 5:00 p.m., New York City
time Thursday last week.

In addition, at a special meeting of Pac-West's shareholders held
Thursday, shareholders approved two proposals related to the
previously announced financing transaction with Deutsche Bank AG -
New York, acting through DB Advisors, LLC, as investment advisor.

Ravi Brar, Pac-West's CFO, said, "We are very pleased that our
bondholders and shareholders support this financing. Through this
transaction, we continue to fulfill our obligations to our
bondholders while improving financial performance and growth
prospects for our shareholders by reducing interest payments and
restrictive covenants."

Pac-West has been advised by the depositary for the tender offer
and consent solicitation that $79.3 million in aggregate principal
amount, or approximately 83.4%, of the outstanding Senior Notes
had been validly tendered and not withdrawn as of the expiration
time. The amount of Senior Notes tendered and not withdrawn prior
to the expiration time exceeds the $59.0 million maximum principal
amount of the Senior Notes the Company offered to purchase. As a
result, Pac-West expects to accept about $59.0 million in
principal amount of Senior Notes validly tendered and not
withdrawn on a pro-rata basis based upon the relative principal
amount of Senior Notes tendered by each noteholder (rounding to
the nearest $1,000 in principal amount). Following settlement of
the tender offer and consent solicitation, Pac-West expects to
have remaining outstanding about $36.1 million in aggregate
principal amount of its Senior Notes.

At a special meeting of Pac-West shareholders held Thursday,
shareholders voted in favor of a resolution approving the issuance
to Deutsche Bank of warrants to purchase 26,666,667 shares of Pac-
West's common stock at an exercise price of $1.50 per share and
the common stock issuance upon exercise of such warrants.

Pac-West's shareholders also voted in favor of a resolution
ratifying all other matters related to the issuance of the
warrants and the common stock issuable upon exercise of the
warrants, including the financing transactions with Deutsche Bank
pursuant to which the warrants are intended to be issued. As
previously announced, as part of the financing transaction, Pac-
West agreed to sell to Deutsche Bank a senior secured note in the
principal amount of $40.0 million in addition to the warrants
described above in exchange for $40.0 million less certain
expenses.

Pac-West's tender offer and consent solicitation were settled and
the related financing transactions with Deutsche Bank closed on
Friday, December 19, 2003.

UBS Securities LLC served as Dealer Manager in connection with the
tender offer and consent solicitation and Georgeson Shareholder
served as Information Agent in connection with the tender offer
and consent solicitation and Solicitation Agent in connection with
the proxy solicitation conducted with respect to the special
meeting.

Founded in 1980, Pac-West Telecomm, Inc. is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 100 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up Internet
traffic in California. In addition to California, Pac-West has
operations in Nevada, Washington, Arizona, and Oregon. For more
information, please visit Pac-West's Web site at
http://www.pacwest.com/  

                           *   *   *

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on
the 13.5% senior notes due 2009 was lowered to 'D' from 'C'.

S&P explained, "Given the company's significant dependence on
reciprocal compensation (the rates of which the company expects to
further decline in 2003) and its limited liquidity, Pac-West will
likely find the implementation of its business plan continue to be
challenging."


PARMALAT: Company & Bondholders Hire Restructuring Advisors
-----------------------------------------------------------
Parmalat generates more than 7 billion euros in annual revenue and
employs over 36,000 workers in 139 plants located in 30 countries
on five continents.  In addition to its nameplate milk products
that can be stored at room temperature for months, Parmalat's 40-
some brand product line includes yogurt, cheese, butter, cakes and
cookies (under the Mother's and Archway names), breads, pizza,
snack foods and vegetable sauces, soups and juices.  

Now dubbed Europe's Enron, Parmalat is delaying payment of debt
obligations, the Company's credit ratings have plummeted, and
there are charges that money supposedly deposited in a Cayman
Island bank account is missing.  Against that backdrop, Jeff St.
Onge at Bloomberg News reports, Parmalat and a group of
bondholders have hired top restructuring and workout advisors:

   Representing Parmalat:

     * Marcia Goldstein, Esq., at Weil, Gotshal & Manges LLP,   
       reportedly flew to Milan Friday to talk to Parmalat's
       Board about their legal options;

     * Richard Stables leads a team at Lazard LLC providing
       financial advisory services to the Company; and

     * Deloitte & Touche S.p.A. in Milan serves as the Company's
       auditors.

   A group of Parmalat bondholders has hired:

     * Bingham McCutchen LLP for legal advice; and

     * Houlihan Lokey Howard & Zukin for financial advice.

In connection with a 246.4 million euro offering of Zero Coupon
Equity Linked Bonds due 2022 issued by Parmalat SOPARFI S.A. (a
private limited liability company organized under the laws of the
Grand Duchy of Luxembourg) and guaranteed by Parmalat S.p.A., one
year ago, Zini & Associates Studio Legale in Milan and Zini &
Associates, Professional Corporation, in New York provided
Parmalat with legal advice about Italian legal issues and Arendt &
Medernach provided the company with legal counsel about matters
arising under Luxembourg law.  Morgan Stanley & Co. International
Limited, in its role as the Manager, turned to Skadden, Arps,
Slate, Meagher & Flom LLP in London for advice about matters of
English law and to Chiomenti in Rome for Italian legal matters.  

Calisto Tanzi, the company's founder, stepped down to make way for
turnaround specialist Enrico Bondi to take the helm.  One of Mr.
Bondi's aides will also replace Giovanni Tanzi, Calisto's brother,
on the Company's Board.  The Tanzi Family, through Coloniale
S.p.A., owns roughly 51% of the Company.

John Tagliabue, writing for The New York Times, related Saturday
that some of the alleged financial chicanery at Parmalat involves
500 million euros invested in Epicurum -- a low-profile hedge fund
based in the Cayman Islands.  Additionally, Mr. Tagliabue relates,
a Citigroup vehicle named Buconero -- meaning black hole in
Italian -- borrows money from some parts of Parmalat and lends
money to others.  Bank of America has said that a document dated
Mar. 6, 2003, confirming a 4 billion euro deposit of cash and cash
equivalents at Dec. 31, 2002, in an account belonging to Parmalat
subsidiary Bonlat Financing Corp. is a fake.  

The annual cost to insure repayment of $10 million of bond debt
owed by Parmalat Finanziaria SpA shot past the $2.5 million mark
Friday.  Parmalat bonds fell below a quarter-on-the-dollar Friday
and, before trading was halted, Parmalat stock tumbled to less
than 1/3 of a euro per share.  

Aflac Inc. disclosed Friday that it's dumped its securities
holdings in Parmalat Finanziaria SpA and will realize a $257
million investment loss on the sale.  

Parmalat Brasil Industria de Alimentos SA, according to a reporter
for Valor Economico who obtained a letter addressed to the
Company's Brazilian creditors, has suspended debt payments and
is asking creditors for their cooperation.  


PHILLIPS-VAN HEUSEN: Launches Strategic Initiatives for Growth
--------------------------------------------------------------
Phillips-Van Heusen Corporation announced a series of initiatives
which will allow the Company to concentrate on maximizing the
growth opportunities of the Calvin Klein brand and the Company's
existing wholesale dress shirt and sportswear businesses.

These include:

     -- Licensing the Bass brand for wholesale distribution to
        Brown Shoe Company and exiting the wholesale footwear
        business.

     -- Closing approximately 200 retail outlet stores.

As a result of these two actions, the Company will incur charges
of approximately $25 to $28 million after tax ($40 to $45 million
pre tax), of which $15 million will be non-cash. These charges
will be recorded over the next 12 months. Approximately $15
million will be taken in the fourth quarter of 2003, principally
for the costs to exit the Bass wholesale business and to record
the write off or impairment of leasehold improvements in the
outlet stores to be closed. The balance of the charges will be
incurred throughout fiscal 2004 and consists principally of
severance and lease exit costs. The exiting of these
underperforming businesses will free up about $40 million of
working capital and generate approximately $27 to $30 million of
positive cash flow.

As announced earlier, PVH signed an agreement with Brown Shoe
Company to license the Bass brand for wholesale distribution on a
worldwide basis and, as a result, will exit the wholesale footwear
business. The Company will continue to operate its Bass retail
business which markets Bass branded footwear, apparel and
accessories in the factory outlet channel.

Bruce Klatsky, Chairman & CEO stated, "Our wholesale footwear
business was unable to become more than marginally profitable. The
license agreement with Brown Shoe gives us the ability to partner
with a footwear company that has both the size and expertise to
grow the Bass footwear business and enhance its brand image."

Klatsky further stated that, "The closing of unprofitable and
marginally profitable outlet stores reduces our exposure to outlet
retailing. Over the last two years, the factory outlet channel has
been under significant competitive pressure which has resulted in
negative comp store sales comparisons and reduced overall
profitability. The elimination of these outlet stores should have
a beneficial impact on our future financial performance."

Continuing Klatsky said, "While these initiatives require us to
record a financial charge, overall these actions will have a
positive cash flow impact and should strengthen our business.
Further, the cash generated from exiting these underperforming
businesses will support our strategic initiatives to capitalize on
the growth opportunities for the Calvin Klein brand and further
enhance our wholesale dress shirt and sportswear businesses."

Klatsky concluded by stating, "While we are not through the
Christmas selling season as yet, we continue to be comfortable
with our previously announced 2003 earnings guidance. The
transactions announced today should help us in achieving ongoing
earnings growth of 15% per year for 2004 and beyond."

Phillips-Van Heusen Corporation (S&P, BB Corporate Credit Rating)
is one of the leading apparel and footwear companies in the world.
Its roster of owned and licensed brands includes Calvin Klein(R),
cK Calvin Klein(R), Van Heusen(R), Izod(R), Bass(R), Geoffrey
Beene(R), Arrow(R), DKNY(R), Kenneth Cole New York(R), and
Reaction by Kenneth Cole(R).


PHYAMERICA: Judge Derby Confirms Plan of Reorganization
-------------------------------------------------------
PhyAmerica announced that federal bankruptcy court Judge E.
Stephen Derby issued an order confirming its plan of
reorganization and authorizing the sale of substantially all of
its assets to R.D. PhyAm Acquisition Corporation.

R.D. PhyAm Acquisition Corporation is a joint venture of
Resurgence Asset Management, LLC and Stephen J. Dresnick, MD,
FACEP. Resurgence Asset Management, LLC is an investment manager
with $1.1 billion in capital under management.

Under the terms of the confirmation order, R.D. PhyAm Acquisition
Corporation will purchase the company for approximately $90
million and assume various liabilities. Additional funds will be
provided for working capital and growth of the company.

In order to facilitate the prompt and orderly closing of the sale,
the court also appointed Charles R. Goldstein, CPA, CIRA, CFE, of
Navigant Consulting, Inc. as the chief restructuring officer. Mr.
Goldstein is a highly experienced restructuring professional and
was the unanimous selection of PhyAmerica, the Official Committee
of Unsecured Creditors and NCFE, the largest creditor of
PhyAmerica, to assume the leadership of the company through the
closing of the sale to R.D. PhyAm Acquisition Corporation.

"I look forward to leading the Company through a smooth and
orderly exit from bankruptcy. The sale to R.D. PhyAmerica
Acquisition Corporation will give the Company the depth of access
to capital that not only will resolve its past financial
difficulties but will position it to once again grow and expand,"
said Mr. Goldstein. "PhyAmerica has a wonderfully dedicated
workforce that is focused on insuring a prompt transition to the
Company's new ownership," Goldstein observed.

PhyAmerica provides emergency physician and allied health
professional staffing and management to emergency departments at
approximately 180 hospitals in 28 states. Founded as Coastal
Healthcare Group, the company purchased Sterling Healthcare Group
in 1999 from FPA Medical Management Inc. of Miami, which had
acquired Sterling in 1996, while Dr. Dresnick was serving as its
Chairman and CEO.

Resurgence Asset Management, LLC is an investment manager with
$1.1 billion in capital under management. Resurgence specializes
in investing in distressed companies and other special situations,
and has been a leader in this field since 1989. Resurgence has a
history of successful investments in the Healthcare Industry
including physician practice management, ambulatory surgery
centers and hospitals. In other industries, Resurgence is
currently the majority shareholder of Levitz Home Furnishings,
Inc. and Sterling Chemicals, Inc. both purchased out of Chapter 11
proceedings.

Dr. Stephen Dresnick has extensive experience in the physician
practice management industry. From 1987 through 1998, Dr. Dresnick
served as President and Chief Executive Officer of Sterling
Healthcare Group, Inc., a physician contract management company he
founded in 1987. Sterling Healthcare Group, Inc. was acquired by
FPA Medical Management, Inc. of San Diego, California in October
of 1996. From 1996 to 1998 Dr. Dresnick continued to serve as
President of Sterling and also served as Vice Chairman of the
Board of Directors of FPA. In March 1998, Dr. Dresnick became the
President and Chief Executive Officer of FPA, and led its
successful restructuring including its ultimate sale to Coastal
Physicians' Group and Humana Health Plan. Since 1999 Dr. Dresnick
has been involved in numerous healthcare related investments.

Charles R. Goldstein is a Managing Director with Navigant
Consulting, Inc., an international management consulting firm. Mr.
Goldstein is a certified public accountant, and a certified
insolvency and restructuring advisor. Mr. Goldstein has more than
15 years experience providing financial analysis to debtors,
secured and unsecured creditors, trustees, and other interested
parties. He also has provided turnaround and crisis management
services to a variety of companies.


PHYAMERICA: Resurgence Asset Will Acquire Company for $90 Mill.
---------------------------------------------------------------
Resurgence Asset Management, LLC and Stephen J. Dresnick, MD,
FACEP, announced that Federal bankruptcy court Judge E. Stephen
Derby issued an order allowing their purchase of the operational
assets of PhyAmerica Physician Group and certain of its
affiliates.

Under the terms of the order, the Dresnick-Resurgence venture,
currently operating under the name R.D. PhyAm Acquisition
Corporation, will purchase the company for approximately $90
million in total consideration. Additional funds will be provided
for working capital and growth of the company.

Resurgence and Dr. Dresnick won the right to buy PhyAmerica on
November 25, 2003, when Judge Derby recognized their offer as the
highest and best bid. In order to assure that the company has
sufficient funds to pay physicians and employees without
disruption, the Dresnick-Resurgence venture has offered to provide
bridge financing until the closing. After the acquisition of
PhyAmerica is finalized, Dr. Dresnick will serve as CEO of the
company and lead its restructuring efforts.

"Our first order of business is to provide financial stability for
the company and to provide a swift and smooth transition for the
hospitals, physicians and employees who are the backbone of the
company and the key to our success," said Dr. Dresnick. "We look
forward to building a company whose dedication to quality is
unparalleled."

When asked about the location of corporate headquarters, Dr.
Dresnick noted that he is committed to maintaining a corporate
presence in Durham, North Carolina. "We will take every step we
can to retain current employees located there," added Dr.
Dresnick.

PhyAmerica provides emergency physician and allied health
professional staffing and management to emergency departments at
over 200 hospitals in 28 states. Founded as Coastal Healthcare
Group, the company bought Sterling Healthcare Group in 1999 from
FPA Medical Management Inc. of Miami, which had purchased Sterling
from Dr. Dresnick in 1996.

Resurgence Asset Management, LLC is an investment manager with
$1.1 billion in capital under management. Resurgence specializes
in investing in distressed companies and other special situations,
and has been a leader in this field since 1989. Resurgence has a
history of successful investments in the Healthcare Industry
including physician practice management, ambulatory surgery
centers and hospitals. In other industries, Resurgence is
currently the majority shareholder of Levitz Home Furnishings,
Inc. and Sterling Chemicals, Inc. both purchased out of Chapter 11
proceedings.

Dr. Stephen Dresnick has extensive experience in the physician
practice management industry. From 1987 through 1998, Dr. Dresnick
served as President and Chief Executive Officer of Sterling
Healthcare Group, Inc., a physician contract management company he
founded in1987. Sterling Healthcare Group, Inc. was acquired by
FPA Medical Management, Inc. of San Diego, California in October
of 1996. From 1996 to 1998 Dr. Dresnick continued to serve as
President of Sterling and also served as Vice Chairman of the
Board of Directors of FPA. In March 1998, Dr. Dresnick became the
President and Chief Executive Officer of FPA, and led its
successful restructuring including its ultimate sale to Coastal
Physicians' Group and Humana Health Plan. Since 1999 Dr. Dresnick
has been involved in numerous healthcare related investments.


PINNACLE ENTERTAINMENT: Closes New $300MM Senior Credit Facility
----------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) has entered into a new
$300 million senior credit facility.  

The new credit facility consists of a six-year $225 million term
loan facility, of which $78 million can be drawn on a delayed
basis through September 30, 2004, and a five-year $75 million
revolving credit facility.  The new credit facility replaces the
Company's existing $240 million senior credit facility.  The new
credit facility, like the existing credit facility, will help
finance the construction of the Company's Lake Charles, Louisiana
casino hotel.

The size of the new credit facility was originally targeted at
$290 million, but was increased by $10 million due to the
transaction being more than two times oversubscribed.  In
addition, the new credit facility has provided the Company a
reduced interest rate spread of approximately 100 basis points as
compared to the existing credit facility, reducing long-term
interest costs of the Company.  Over the life of the new credit
facility, the Company believes the interest savings as compared to
the existing credit facility more than offset the upfront
transaction expenses.  Although the transaction is economically
attractive, prepayment of the existing credit facility will result
in the write-off in the fourth quarter of the unamortized debt
issuance costs associated with the existing credit facility, which
amount is not expected to exceed $11 million.  Such amount is a
non-cash write-off to the Company.

"We are pleased to announce our new credit facility, which will
provide greater flexibility and lower interest rates than our
existing credit facility.  Under the new credit facility,
availability is not conditioned on the proceeds from asset sales
or equity issuances," said Daniel R. Lee, Pinnacle Entertainment's
Chairman and Chief Executive Officer.

The Company also announced that it has exercised its option to
repurchase 1,758,996 shares of its common stock, representing
approximately 6.8% of the Company's outstanding common stock, held
by the Company's former chairman, R.D. Hubbard.  The option
exercise price is $10 per share and the Company expects to settle
the transaction no later than Friday, December 19, 2003.

Pinnacle Entertainment (S&P, B Corporate Credit Rating, Stable)
owns and operates seven casinos (four with hotels) in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is also developing a major casino
resort in Lake Charles, Louisiana.


PLAINTREE: Signs-Up Phi Co. Ltd. as Exclusive Japanese Reseller
---------------------------------------------------------------
Plaintree Systems Inc., signed a contract with Phi Co. Ltd., to be
the exclusive distributor of Plaintree's products in Japan.
Headquartered in Tokyo, Phi Co. specializes in bringing North
American technology to the Pacific basin.

"Phi Co first came to Plaintree 18 months ago to see what we had
to offer" said David Watson, CEO. "Since then, they have been
comparing Plaintree's products with those of our main competitors.
We are very pleased that they have made the decision to go with
Plaintree as their supplier of choice for optical wireless as well
as Network switches. Phi Co flew here last week to launch the
partnership and has just placed its first order for demonstration
units of our WaveBridge and Waveswitch products," he continued.
"We expect this partnership to allow us to make great inroads into
this area of the world."

Plaintree continues to investigate sources of financing. However,
if Plaintree is not successful in obtaining the necessary funding
and/or if Plaintree does not meet its existing forecast,
continuation of the existing business may not be viable. There can
be no assurance that Plaintree will be able to raise additional
capital or that anticipated revenues will materialize or be at a
level sufficient to sustain Plaintree's operations.

Ottawa-based, Plaintree Systems Inc. -- http://www.plaintree.com/
-- develops and manufactures the WAVEBRIDGE series of Free Space
Optical wireless links using Class 1, eye-safe LED (Light Emitting
Diode) technology providing high-speed network connections for
ISPs, traditional telcos, GSM or cellular operators, airports and
campus networks. Acting as a replacement for cable, fiber or radio
frequency systems, the WAVEBRIDGE links offer broadband access
with no spectrum interference problems, and same day installation
for rapid network deployment. Plaintree also supports and
manufactures its existing lines of robust and user friendly
network switches.

Plaintree is publicly traded in Canada on The Toronto Stock
Exchange (Symbol: LAN) and in the U.S. on the OTC BB (LANPF), with
90,221,634 shares outstanding.

The Company's March 31, 2003, balance sheet discloses a working
capital deficit of about $1 million and a net capital deficit
topping $905,000.


PRIMEDIA INC: Promotes Scott Fogarty to President & CEO of Films
----------------------------------------------------------------
PRIMEDIA Inc. (NYSE: PRM), the leading targeted media company,
announced that Scott Fogarty (37) has been promoted to president
and CEO of Films for the Humanities & Sciences.

With this promotion, Mr. Fogarty will have responsibility for
extending the market leading position of Films for the Humanities
and Sciences, the leading provider of educational video content to
schools and universities.  In addition, he will direct curriculum-
based content initiatives currently under development with Channel
One, PRIMEDIA's satellite-distributed school news franchise.  He
will report to Jim Ritts, president and CEO of PRIMEDIA
Television.

"Our Films for the Humanities business has significant
opportunities for growth and development and we are focused on
capitalizing on our large content library and direct marketing and
satellite distribution positions to create altogether new revenue
streams," said Jim Ritts, president and CEO of Primedia
Television.  "Scott is a talented executive with the right blend
of strategic business development and video experience to help
implement our strategic growth plans for these education
businesses.  We are pleased that he will be taking on this
important role within the company."

Added Mr. Fogarty, "Films for the Humanities enjoys remarkably
high recognition in the college and high school education
communities.  This is a terrific opportunity for me to work with a
library of over 9,000 educational video titles and a strong
management team in the context of a rapidly evolving technology
landscape.  In this environment, I believe we can significantly
increase the benefits our customers enjoy from our excellent
content."

Mr. Fogarty most recently served as vice president of development
at PRIMEDIA's corporate office, where he was responsible for
corporate development activities at PRIMEDIA's education
companies, in addition to other PRIMEDIA segments.  Prior to
joining PRIMEDIA, he served as an executive in the television
industry at Telerep, a unit of Cox Enterprises.  He also has
worked in journalism, including positions at the International
Herald Tribune and Institutional Investor.

Mr. Fogarty earned an AB in History from Harvard University and an
MBA from Columbia University.

Films for the Humanities & Sciences (FFH) is the leading
distributor of videos, DVDs, and CD-ROMs to schools, colleges, and
libraries in North America, and the dominant, branded distributor
to higher education with more than 9,000 titles.  Founded in 1959
and located in Princeton since 1972, the company also has offices
in Great Britain.

PRIMEDIA (S&P, B Corporate Credit Rating, Stable) is the leading
targeted media company in the United States, with positions in
consumer and business-to-business markets. Our properties deliver
content via print as well as video, the Internet and live events
and offer highly effective advertising and marketing solutions in
some of the most sought after niche markets. With 2002 sales from
continuing businesses of $1.5 billion, PRIMEDIA is the #1 special
interest magazine publisher in the U.S. with more than 250 titles.
Our well known brands include Motor Trend, Automobile, New York,
Fly Fisherman, Power & Motoryacht, Creating Keepsakes, Ward's Auto
World, and Registered Rep. The company is also the #1 publisher
and distributor of free consumer guides, including Apartment
Guides. PRIMEDIA Television's leading brand is the Channel One
Network and About is one of the largest sources of original
content on the Internet. PRIMEDIA's stock symbol is: NYSE: PRM.


QWEST COMMS: Reaches Pact to Acquire Allegiance Telecom Assets
--------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) has signed an
agreement to purchase certain assets and associated revenue
streams from Allegiance Company, Inc (OTC: ALGXQ).  Qwest intends
to purchase network assets in 36 metro markets, 31 of which are
outside the Qwest local service region.  This will increase
Qwest's points of presence (POPs) by nearly 700 and provide
additional network facilities to support the delivery of
end-to-end voice and data communications to business customers
across the U.S.

Under the terms of the agreement, Qwest will purchase the
Allegiance assets for approximately $300 million in cash.  In
addition, Qwest will issue approximately $90 million of
convertible debt with a conversion price of $6.10 per share and a
coupon of 1.5 percent.  Allegiance currently carries approximately
$550 million in telecommunications traffic across these assets.
Qwest plans to combine and optimize this traffic -- with its
existing network traffic -- in the most cost-efficient manner in
2004.

The agreement is subject to approval by the U.S. Bankruptcy Court
and certain other government regulatory agencies.  Allegiance has
filed a motion with the Bankruptcy Court to begin a sale process
in which Qwest will be designated as the stalking horse bidder and
other interested potential bidders will have an opportunity to
offer higher bids for the assets of Allegiance. If Qwest is
successful in the bidding process, the company expects to close on
the transaction in 2004.

"Upon closing of this transaction, Qwest will have more POPs than
any other inter-exchange carrier in the U.S., allowing us to
better serve existing customers and immediately expand our ability
to serve more businesses than ever before," said Richard C.
Notebaert, Qwest chairman and CEO.  "With these assets, we expect
to improve Qwest's profitability and expand our delivery of end-
to-end communications solutions to businesses nationwide."

Qwest and Allegiance emphasized that they are committed to
ensuring that Allegiance customers continue to receive quality
service as the Allegiance bankruptcy process is resolved and its
customers are transitioned to Qwest.

Qwest expects to achieve significant cost synergies by using
Allegiance's local network POPs to connect Qwest's network to
business customers.  The company expects this acquisition to drive
profitable revenue and generate savings in access payments;
eliminate duplicative sales and administrative expenses; reduce
capital and network operating expenses; and greatly improve
Qwest's ability to activate new services for customers.  In
addition, the expanded access to local network facilities in key
U.S. markets will help support the company's delivery of new
enterprise communications services, such as Voice-over-IP.

"A Qwest-Allegiance pairing would dramatically increase
competition in the telecom industry and would result in the first
large scale out-of-region competitor for local telephone service
between the regional Bell companies -- a huge benefit to medium
and small businesses," said Royce Holland, chairman and chief
executive officer of Allegiance Telecom.

Allegiance Telecom is a facilities-based national local exchange
carrier headquartered in Dallas, Texas.  Allegiance offers
competitive local service for medium and small businesses, and a
complete package of telecommunications services, including local,
long-distance, international calling, high-speed data transmission
and Internet services.  Allegiance serves 36 major metropolitan
areas in the U.S. The company is currently pursuing financial
restructuring under Chapter 11 of the U.S. Bankruptcy Code. The
bankruptcy filings were announced May 14, 2003, and were made in
the U.S. Bankruptcy Court in the Southern District of New York.

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/


REDBACK NETWORKS: Gets Nod to Pay Jabil's Prepetition Claims
------------------------------------------------------------
Redback Networks Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to pay the
prepetition claims of Jabil Circuits, Inc.  Redback says Jabil is
an Essential Trade Creditor.

Jabil Circuits, Inc. is a global leader in the electronic
manufacturing services industry and provides services to world
leading electronics companies. For more than three decades, Jabil
Circuits has focused on developing a broad cache of high quality
services that reflect the needs of providers of "next generation"
technology. The Debtor reports that Jabil Circuits is the most
important of its trade vendors and is the sole provider of
assembled products.

Jabil Circuits plans and procures the Debtor's component
materials, maintains raw materials and unassembled finished goods,
assembles and completes the Debtor's products, and performs all
logistical functions. Jabil Circuits also performs testing of the
Debtor's finished products. Clearly, Jabil Circuits is critical to
the Debtor's successful reorganization.

Currently, the Debtor owes Jabil Circuits $9,649,062. Of this
amount, the Debtor estimates that it owes:

     a) $2,877,806 which became due and payable prior to the
        Petition Date on account of products manufactured and           
        delivered to the Debtor prior to the commencement of the
        Debtor's chapter 11 case;

     b) $696,391 for products manufactured and delivered prior
        to the Petition Date and payable on November 15, 2003;

     c) $652,197 for products manufactured and delivered prior
        to the Petition Date and payable on November 30, 2003;
        and

     d) $5,422,668 for excess and obsolete equipment that the
        Debtor is required to purchase from Jabil Circuits
        payable January 4, 2004.

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.


RESOURCE AMERICA: Trapeza Closes $300 Million Trapeza CDO V
-----------------------------------------------------------
Resource America, Inc. (NASDAQ:REXI) announced that Trapeza
Funding V, LLC, a joint venture between Financial Stocks, Inc., a
registered Investment Advisor, and Resource America, Inc., a
proprietary asset management company, has completed Trapeza CDO V,
Ltd., a $300 million pooled trust preferred collateralized debt
obligation through underwriters Credit Suisse First Boston and
SunTrust Robinson Humphrey, a division of SunTrust Capital
Markets, Inc.

Trapeza Capital Management, LLC, an affiliate, will act as
collateral manager of CDO V. With CDO V completed, Trapeza manages
over $1.7 billion of trust preferred securities.

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 visit its Web site at http://www.resourceamerica.com/
or contact Investor Relations at pschreiber@resourceamerica.com/  


RITE AID: November 29 Net Capital Deficit Narrows to $110 Mill.
---------------------------------------------------------------
Rite Aid Corporation (NYSE, PCX:RAD) announced financial results
for its third quarter, ended November 29, 2003.

Revenues for the 13-week third quarter increased 6.1 percent to
$4.1 billion versus revenues of $3.9 billion in the prior year
third quarter. Same store sales increased 6.4 percent during the
third quarter as compared to the year-ago like period, consisting
of a 6.5 percent pharmacy same store sales increase and a 6.2
percent increase in front-end same store sales. Prescription sales
accounted for 64.3 percent of total sales, and third party
prescription sales represented 93.4 percent of pharmacy sales.

Net income for the quarter was $22.5 million or earnings of $.03
per common share compared to last year's third quarter loss of
$16.4 million or a loss of $.05 per common share. The improvement
was due primarily to a 10.2 percent increase in adjusted EBITDA
(which is reconciled to net income or loss on the attached table)
and a reduction in the LIFO charge. The current year quarter
includes a LIFO credit of $1.4 million versus a LIFO charge of
$17.3 million in the prior year third quarter.

Adjusted EBITDA was $177.5 million or 4.3 percent of revenues
compared to $161.1 million or 4.2 percent of revenues last year.

In the third quarter, the company remodeled 63 stores and
relocated two stores. Stores in operation at the end of the
quarter totaled 3,386.

The Company's November 29, 2003 balance sheet shows that total
shareholders' equity deficit of about $110 million.

"We had a very good third quarter with a 10.2 percent increase in
EBITDA, thanks to our focus on improving customer satisfaction and
increasing sales," said Mary Sammons, Rite Aid president and CEO.
"As we move into the fourth quarter, this positive momentum
continues and we are comfortable with achieving the substantial
improvement in results we've forecasted for this year."

            Company Updates Guidance for Fiscal 2004

Based on current trends, Rite Aid confirmed that it expects sales
of $16.5 billion to $16.7 billion in fiscal 2004, which ends
February 28, 2004, with same store sales improving 5.5 percent to
6.5 percent over fiscal 2003. Results for the fifty-two weeks
ending February 28, 2004 are expected to be between a $13.0
million net loss and $15.0 million net income. The company also
confirmed that its adjusted EBITDA guidance for the year, as
reconciled on the attached table, is expected to be between $700.0
million and $725.0 million.

Capital expenditures are expected to be between $170.0 million to
$190.0 million in fiscal 2004, excluding the repurchase of $106.9
million of distribution assets that were previously held under a
synthetic lease arrangement.

              Preliminary Outlook for Fiscal 2005

Based on preliminary business plans, Rite Aid said it expects
sales of $17.4 billion to $17.6 billion in fiscal 2005, which ends
February 26, 2005, with same store sales improving 5.5 percent to
6.5 percent over fiscal 2004. Net income for fiscal 2005 is
expected to be between $112 million and $157 million. Adjusted
EBITDA, as reconciled on the attached table, for next fiscal year
is expected to be $800 million to $850 million. The company also
said it expects capital expenditures to be in the range of $300
million to $325 million.

"With the investments we're making in our business, particularly
in the pharmacy area, we are well positioned to again
significantly improve our performance and to continue to deliver
value to our shareholders in fiscal 2005," Sammons said.

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of nearly $16 billion and
approximately 3,400 stores in 28 states and the District of
Columbia. Information about Rite Aid, including corporate
background and press releases, is available through the company's
Web site at http://www.riteaid.com  


SALON MEDIA: PwC Severs Ties & Burr Pilger Hired as New Auditor
---------------------------------------------------------------
On October 30, 2003, PricewaterhouseCoopers LLP declined to stand
for reappointment as the Salon Media Group, Inc.'s independent
accountant after the filing of the Form 10-Q for the Company for
the quarter ended Sept. 30, 2003, which form was filed by Salon
Media Group on Nov. 13, 2003. Therefore, PricewaterhouseCoopers
LLP ceased serving as the Company's independent accountant as of
Nov. 13, 2003.

The reports of PricewaterhouseCoopers LLP on the financial
statements as of, and for, the two fiscal years ended March 31,
2003 and 2002 contained an explanatory paragraph that expressed
substantial doubt regarding Salon Media Group's ability to
continue as a going concern.                          

The Company engaged Burr, Pilger & Mayer LLP as its new
independent accountant on October 31, 2003.


SIERRA PACIFIC: Names Michael Yackira Chief Financial Officer
-------------------------------------------------------------
Walter M. Higgins, chairman and CEO of Sierra Pacific Resources
(NYSE: SRP), announced that Michael W. Yackira has been named
executive vice president and chief financial officer, effective
immediately.

Yackira, 52, has been executive vice president, strategy and
policy, since joining Sierra Pacific Resources in January 2003.

"During the year he has been with us, Michael has demonstrated a
range and depth of management and financial experience that makes
him the ideal person to assume the CFO position of our company,"
Higgins said.  "Michael has an extensive financial background in
our industry, having formerly served as CFO of FPL Group, one of
the largest electric utility holding companies in the United
States."

Among a number of management positions Yackira held during his 11
years with FPL Group, he also was senior vice president, finance
and CFO of Florida Power & Light Co.

Yackira, who is headquartered in Las Vegas, will continue to
report to Higgins, who had temporarily assumed the company's CFO
responsibilities when the former CFO, Richard Atkinson, resigned
earlier this month to accept a position with a non-utility company
in Oregon.

In addition to his CFO responsibilities, Yackira will continue to
oversee the company's regulatory affairs.  Yackira holds a BS
degree in accounting from the City University of New York's Lehman
College and is a Certified Public Accountant.  In addition to his
electric utility industry experience, he has held senior financial
positions in other industries, including CFO of Mars, Inc., vice
president of finance of St. Joe Petroleum, Inc., and a number of
executive and officer positions with subsidiaries of GTE
Corporation.

Headquartered in Nevada, Sierra Pacific Resources (S&P, B+
Corporate Credit Rating, Negative) is a holding company whose
principal subsidiaries are Nevada Power Company, the electric
utility for most of southern Nevada, and Sierra Pacific Power
Company, the electric utility for most of northern Nevada and the
Lake Tahoe area of California. Sierra Pacific Power Company also
distributes natural gas in the Reno-Sparks area of northern
Nevada. Other subsidiaries include the Tuscarora Gas Pipeline
Company, which owns a 50 percent interest in an interstate natural
gas transmission partnership.


SOLECTRON CORP: First-Quarter 2004 Net Loss Balloons to $120MM
--------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and integrated supply chain services,
reported GAAP sales of $2.7 billion in the first quarter of fiscal
2004, a 10.5 percent increase from GAAP sales of $2.4 billion in
the fourth quarter of fiscal 2003. Pro forma sales were $3.1
billion, up 10.7 percent from $2.8 billion in the fourth quarter
of fiscal 2003 and at the upper end of the company's guidance of
$2.7 billion to $3.1 billion. Solectron had pro forma sales of
$2.9 billion in the first quarter a year ago. (Solectron defines
pro forma sales as sales from continuing operations and from
divestitures that qualified for discontinued operations in the
first quarter of fiscal 2004.)

The company reported a GAAP net loss in the first quarter of $120
million, or 14 cents per diluted share, compared with a GAAP net
loss of $71 million, or 9 cents per diluted share, in the year-
earlier quarter. Excluding $27 million in restructuring and
impairment charges from continuing operations and $53 million in
goodwill and asset impairment charges related to discontinued
operations, Solectron had a pro forma net loss of $28 million, or
3 cents per diluted share, in the first quarter of fiscal 2004.
The company's guidance was for a pro forma net loss ranging from 4
cents to 1 cent per share.

"I am pleased with the strong progress we made in the quarter,"
said Mike Cannon, president and chief executive officer. "Revenue
increased more than 10 percent sequentially as we experienced
stronger demand across many of our market segments. We also
significantly reduced operating expenses and improved working
capital metrics.

"As we have discussed in earlier quarters, we have recently
completed a thorough strategic review of our business, resulting
in a more focused strategy to deliver integrated supply chain
services to our customers. An important element of that strategy
is to divest assets that are not central to our ongoing business,"
Cannon said. "I am pleased that earlier this month we signed a
definitive agreement to sell Dy 4 Systems for $110 million in
cash."

The other companies to be divested are Kavlico Corporation; SMART
Modular Technologies, Inc.; Stream International, Inc.;
Solectron's MicroTechnology division; and Solectron's 65 percent
interest in U.S. Robotics Corporation. The company plans to
announce the name of one other company included in discontinued
operations when it reaches a more advanced stage in the
divestiture process.

                    Second-Quarter Guidance

Fiscal second-quarter guidance is for GAAP sales to range from
$2.6 billion to $2.9 billion, and for pro forma EPS, which
excludes restructuring and impairment and other unusual items, to
range from a 3-cent loss to breakeven. This guidance is based on
the first-quarter continuing operations of Solectron.

                      Pro Forma Results

Solectron's guidance for the first quarter of fiscal 2004 was
based on continuing operations at the end of the fourth quarter of
fiscal 2003. During the first quarter of fiscal 2004, additional
companies qualified as discontinued operations and are accordingly
no longer included in our GAAP revenues. Accordingly, Solectron
provides "pro forma sales" information in this earnings release,
which combines sales from continuing operations and from these
discontinued operations, to help investors more readily compare
the first-quarter results with our previous guidance, and with the
GAAP revenues reported in the fourth quarter.

In addition to disclosing results of operations determined in
accordance with generally accepted accounting principles (GAAP),
Solectron also discloses non-GAAP results that include
discontinued operations added in the first-quarter and exclude
certain items. By disclosing this pro forma information,
management intends to provide investors with additional
information to further analyze the company's performance, core
results and underlying trends. Management utilizes a measure of
net income and earnings per share on a pro forma basis that
excludes certain charges to better assess operating performance
and to help investors compare our results with our previous
guidance. Each excluded item is considered to be of a non-
operational nature in the applicable period.

Earnings guidance is provided only on a pro forma basis (based on
first-quarter continuing operations) due to the inherent
difficulty in forecasting such charges. For example, Solectron
may, from time to time, retire debt based on market conditions. We
are unable to forecast any gains or losses resulting from these
retirements due to the uncertainty related to the timing and
pricing of such transactions. Consistent with industry practice,
management has historically applied these measures when discussing
earnings or earnings guidance and intends to continue doing so.

Pro forma information is not determined using GAAP; therefore, the
information is not necessarily comparable to other companies and
should not be used to compare the company's performance over
different periods. Pro forma information should not be viewed as a
substitute for, or superior to, net income or other data prepared
in accordance with GAAP as measures of our profitability or
liquidity. Users of this financial information should consider the
types of events and transactions for which adjustments have been
made.

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.


SPORTS CLUB: Moody's Hatchets Sr. Sec. Note Rating to Caa2
----------------------------------------------------------
Moody's Investors Service downgraded the ratings for Sports Club
Company, Inc.

                        Downgraded Ratings

                                               To       From

* $100 million 11.375% Senior Secured Notes    Caa2       B3
  due 3/15/2006
* Senior Implied rating                        Caa2       B3
* Senior Unsecured Issuer Rating               Caa3      Caa1

Outlook is negative.

The ratings downgrade mirrors the company's tight liquidity and
high leverage, compounded by a $5.7 million interest payment due
March 2004. The company is pursuing various capital options to
resolve to these concerns.

Sports Club Company, Inc., headquartered in Los Angeles,
California, operates high-end fitness clubs in the United States.


SOLUTIA INC: Committee Formation Meeting on Mon., Jan. 5 in NYC
---------------------------------------------------------------
The United States Trustee for Region II will convene a meeting of
the Solutia, Inc. Debtors' largest unsecured creditors on Monday,
January 5, 2004 at 12:00 noon for the purpose of forming a
committee of unsecured creditors in Solutia's Chapter 11 cases.  

The meeting will be held at:

       THE OFFICE OF THE UNITED STATES TRUSTEE
       80 Broad Street, Second Floor
       New York, New York 10004

This is not the meeting of creditors pursuant to Section 341 of
the Bankruptcy Code.  That meeting, required in all bankruptcy
cases, will be held at a later date.  A representative of the
Debtors will attend the organizational meeting and provide
background information regarding the cases, but not under oath.  

Contact Greg M. Zipes, Esq., at (212) 510-0500 to obtain a
statement of willingness to serve on a committee and for any
additional information about this meeting. (Solutia Bankruptcy
News, Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SWEETHEART CUP: S&P Ups Rating to B- After Debt Refinancing
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Owings
Mills, Maryland-based Sweetheart Cup Co. Inc., and assigned its
'CCC' senior secured debt rating to the company's offering of $100
million 9.5% senior secured notes due 2007, issued under Rule 144A
with registration rights.

The outlook is stable.

"The upgrade follows the company's closing on debt refinancing
that significantly improves its debt maturity profile," said
Standard & Poor's credit analyst Cynthia Werneth. There are now no
major debt maturities before 2007. Total bedt outstanding as of
Sept. 30, 2003 (including capitalized operating leases and parent
company obligations) was nearly $800 million. If this financing
had not been completed by year end, Sweetheart's bank credit
facility would have matured on Dec. 31, 2003.

In addition to the $100 million senior secured notes, the company
issued $20 million of junior subordinated notes due in 2008 to
International Paper Co., a major supplier. Proceeds of both issues
will be used to redeem in January 2004 all $93.8 million of
Sweetheart's 12% senior unsecured notes maturing in July 2004 and
to repay a portion of its senior secured credit facility.

The $100 million notes are secured by property, plant, and
equipment with a book value of about $45 million, and a market
value that management estimates at about $90 million. The ratings
on both the new senior secured notes and the existing $120 million
subordinated notes due 2007 issued by the Fonda Group Inc. (which
was merged into Sweetheart in 2002) are two notches below the
corporate credit rating. This is because of the significant amount
of senior bank debt and operating lease obligations secured with
superior collateral. Standard & Poor's believes that in a
distressed situation holders of the new notes would only receive
marginal recovery of principal because the distressed asset value
would likely be well below the current market value.

The ratings reflect a very aggressive financial profile that
overshadows the company's position as a leading provider of paper
and plastic food service items. Sweetheart sells branded and
private label paper, plastic, and foam products for institutional
and consumer use. It has national manufacturing and distribution
capability, enabling it to serve national accounts, and multiple
distribution channels. Nevertheless, there is some customer
concentration, with the five largest customers accounting for
31.2% of net sales.


TCW LINC III: Fitch Downgrades & Affirms Various Note Classes
-------------------------------------------------------------
Fitch Ratings has downgraded TCW LINC III CBO Ltd. as follows:

        -- $15,000,000 class A-1F notes to 'AA-' from 'AA';
        -- $96,000,000 class A-1 notes to 'AA-' from 'AA';
        -- $21,500,000 class A-2L notes to 'B+' from 'BB';
        -- $82,000,000 class A-2 notes to 'B+' from 'BB';

The following classes of TCW LINC III CBO Ltd. have been affirmed:

        -- $95,950,481 class A-1L notes 'AAA';
        -- $34,000,000 class A-3A notes 'CC';
        -- $45,000,000 class A-3B notes 'CC';
        -- $24,148,232 class B-1 notes 'C';
        -- $13,881,141 class B-2A notes 'C';
        -- $7,518,350 class B-2B notes 'C'.

TCW LINC III CBO Ltd., a collateralized bond obligation, is
managed by TCW Funds Management, Inc. The CBO was established in
July 1999 to issue debt and equity securities and to use the
proceeds to purchase high yield bond collateral.

According to the Nov. 17, 2003 trustee report, TCW LINC III CBO's
collateral currently includes a par amount of $68.415 million
(16.83%) in defaulted assets. The class A overcollateralization
test is failing at 90.81% with a trigger of 110% and the class B
OC test is failing at 80.86% with a trigger of 103%. Furthermore,
the class B-1, class B-2A, and class B-2B notes have been
capitalizing unpaid interest payments or pay-in-kind (PIK) for
several payment periods. Fitch has reviewed the credit quality of
the individual assets comprising the portfolio and has conducted
cash flow modeling using various default timing and interest rate
scenarios.

Fitch will continue to monitor TCW LINC III CBO.


TECHNEST HLDGS: Needs Additional Financing to Maintain Operations
-----------------------------------------------------------------
Technest Holdings Inc. has sold off most of its assets to fund its
limited operations including payment of professional fees so as to
continue to comply with Exchange Act of '34 Reporting Requirements
and on going operations. The Company has also written down all
investments and is in the process of closing all operations until
it finds an operating company to acquire or merge with. It
continues to monitor the investments that are in its investment
Portfolio. The Company's objective is to maintain good standing
while they explore a corporate and entity growth through merger
and/or acquisition. Whether the Company is able to sell the
remaining assets or not it believes to have exhausted all current
sources of capital and also believes that it is highly unlikely
that it will be able to secure additional capital that would be
required to undertake additional steps to continue operations as
heretofore existed.

The Company has a working capital deficiency at September 30, 2003
of approximately $268,000 and recorded net losses from operations
for the first nine months of 2003 of approximately $129,000.  This
raises substantial doubt about the Company's ability to  continue
as a going concern. The Company's continued existence is dependent
on its ability to obtain additional debt or equity financing. The
Company is continuing to pursue additional equity and debt
financing.  There are no assurances that the Company will receive
additional equity and debt financing.


TEMPUR-PEDIC: Imminent Debt Repayment Spurs S&P's Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on mattress
and bedding maker Tempur-Pedic International Inc. (formerly known
as TWI Holdings Inc.) and related entities on CreditWatch with
positive implications. The corporate credit rating on Tempur-Pedic
is 'B+'.

Total debt outstanding (including capitalized operating lease
obligations) was $389.9 million at Sept. 30, 2003.

"The CreditWatch listing reflects Lexington, Kentucky-based
Tempur-Pedic's plan to use the net proceeds from its upcoming
public offering of common stock to pay down part of the
outstanding balance on its senior secured credit facility and also
redeem a portion of its senior subordinated notes due 2010," said
Standard & Poor's analyst Marty Kounitz.

The company's new public offering of 18.75 million shares, from
which it expects proceeds of about $100 million, was filed in a
preliminary prospectus supplement to its existing shelf
registration. Of the 18.75 million, the company will offer 6.25
million shares, while the other 12.5 million will come from
selling shareholders.

Standard & Poor's estimates that pro forma operating lease-
adjusted total debt to EBITDA will be about 2.8x for the 12 months
ended Sept. 30, 2003, an improvement from 3.6x before the
offering.

Standard & Poor's will resolve the CreditWatch listing after
completion of the offering and a meeting with management,
evaluating its business and financial strategies and determining
if it can maintain the company's improvement in credit quality.
Given Tempur-Pedic's below-average business risk profile, the
ratings would likely be raised only by one notch.

Tempur-Pedic International Inc., through its primary subsidiary
Tempur World, manufactures and markets premium-priced foam
mattresses, pillows, and miscellaneous products under the Tempur-
Pedic brand as well as other brand names.


TENET: Will Close Medical College of Pennsylvania Hospital in 2004
------------------------------------------------------------------
Tenet Pennsylvania has provided notice to the Department of Health
of its intent to close Medical College of Pennsylvania Hospital on
March 31, 2004.

"This was a very difficult decision to make," said Phillip S.
Schaengold, vice president, operations, of Tenet Pennsylvania.  
"The Tenet team worked extraordinarily hard for more than five
years to revive MCP Hospital after years of neglect and decline
under previous owners. Unfortunately, a tough payor market, the
medical malpractice insurance crisis, state budget constraints, as
well as other factors, lead us to this action."

The 379-bed hospital has suffered sizable losses over the past 12
months, recently accelerating into losses of more than $5 million
per month. Cost containment efforts were immediately put in place
and a third-party consultant was brought in to review options
available to keep the hospital open. "However, losses of this
magnitude simply cannot be sustained," Schaengold said.

With Thursday's announcement, MCP has provided notice to the
Department of Health of its intent to close.  The facility
anticipates it will continue to accept new patients until
February 29, 2004.  Emergency room services will remain open until
February 29, 2004 as well.

Tenet Pennsylvania includes Graduate Hospital (248 beds),
Hahnemann University Hospital (618 beds), Roxborough Memorial
Hospital (125 beds), St. Christopher's Hospital for Children (161
beds) and Warminster Hospital (145 beds).  Tenet Pennsylvania can
be found on the World Wide Web at http://www.tenetpa.com/

Tenet Pennsylvania is part of Tenet Healthcare Corporation (NYSE:
THC). Through its subsidiaries, Tenet owns and operates 102 acute
care hospitals with 25,643 beds and numerous related health care
services.  Tenet and its subsidiaries employ approximately 107,500
people serving communities in 15 states.  Tenet's name reflects
its core business philosophy: the importance of shared values
among partners - including employees, physicians, insurers and
communities - in providing a full spectrum of health care.  Tenet
can be found on the World Wide Web at http://www.tenethealth.com/

Tenet Healthcare Corporation (Fitch, BB Senior Unsecured and Bank
Facility Ratings, Negative), through its subsidiaries, owns and
operates 101 acute care hospitals with 25,293 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 107,500 people serving communities in 15 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners - including employees, physicians,
insurers and communities - in providing a full spectrum of health
care. Tenet can be found on the World Wide Web at
http://www.tenethealth.com/    


TENFOLD CORP: Hires Linda Valentine as SVP for Operations
---------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, announced that Linda Valentine has joined
the company as Senior Vice President, Operations, and Chief of
Staff.

"We are pleased to welcome Linda Valentine as the newest member of
our executive leadership team," said Dr. Nancy Harvey, TenFold's
President and CEO.  "Linda is a seasoned executive who brings
significant corporate experience and personal leadership that will
contribute greatly to TenFold's continued maturation as a growth
technology company.  Linda will manage operations for the Central
and Western United States and Asia, and will direct TenFold
University and TenFold Support.  As Chief of Staff, Linda will
also oversee TenFold's Human Resources, Legal and IT departments."

Linda has over 25 years experience as a senior business executive
and a corporate attorney.  As Senior Vice President of Motorola,
she was one of the two highest ranked women in a company of over
150,000 employees.  Among other positions, she served as General
Counsel for Motorola's $30 billion communications business.  
Linda's business experience covers a broad range and depth of
corporate practice and management.  Beginning as an associate in a
large Philadelphia law firm, then moving to Atlantic Richfield
Company, United Airlines, and in 1984 to Motorola, she gained
extensive experience in mergers, acquisitions, joint ventures,
divestitures, securities, marketing, corporate law and governance,
finance and commercial matters. Linda is a graduate of the
University of Michigan and Georgetown University Law Center and
studied business in the MBA program of the University of Southern
California.

"With the recruitment of Linda Valentine, Nancy has demonstrated
her commitment to ensuring that TenFold's management team will
access the best possible talent and be marked by strength,
experience, and the ability to deliver attractive results while
driving unparalleled growth," said Jeffrey Walker, TenFold's
Chairman.  "Recruiting individuals, like Linda, with the expertise
to run tight global operations and bringing them on in advance of
growth will help TenFold avoid the pitfalls that have bedeviled
other companies as they have successfully driven up the growth
curve.  This will have tremendous value for TenFold long term."

TenFold (OTC Bulletin Board: TENF) licenses its patented
technology for applications development, EnterpriseTenFold(TM), to
organizations that face the daunting task of replacing obsolete
applications or building complex applications systems.  Unlike
traditional approaches, where business and technology requirements
create difficult IT bottlenecks, EnterpriseTenFold technology lets
a small, business team design, build, deploy, maintain, and
upgrade new or replacement applications with extraordinary speed
and limited demand on scarce IT resources.  For more information,
visit http://www.10fold.com/

Tenfold Corporation's September 30, 2003 balance sheet shows total
stockholders' deficit of $11,510,000 compared to a deficit of
$25,225,000 as of December 31, 2002


TERRA INDUSTRIES: Elects Philip M. Baum to Board of Directors
-------------------------------------------------------------
Terra Industries Inc. (NYSE: TRA) elected Philip M. Baum, (49),
CEO of the Ferrous Metals and Industries Division of Anglo
American plc, to its board of directors. Baum's nomination
coincides with the resignation of Eric Diack, Executive Vice
President of Finance for Anglo Industries, who has served on
Terra's board for four years.

Baum earned B. Com and LL.B degrees and a Higher Diploma in Tax
Law at the University of the Witwatersrand in Johannesburg, South
Africa. He joined Anglo American in 1979 and has worked in a
variety of positions. Baum headed the Anglo American and De Beers
Small and Medium Enterprise Initiative, and was Secretary to the
Executive Committee and the former Chairman's Personal Assistant.
In 1991 he was appointed an Alternate Director, and in 1997 an
Executive Director of the Anglo American Corporation. From 1996 to
2001 he was the Chief Executive of Anglo American Zimbabwe. In
March 2001, Baum was appointed Chief Operating Officer of Anglo
American Corporation of South Africa Limited. In October 2003 he
was appointed CEO-Ferrous Metals and Industries.

"We are pleased to welcome Philip to our board of directors," said
board chairman Hank Slack. "He brings a great deal of relevant
experience to the job, and we look forward to Terra's benefiting
from his contribution."

Terra Industries Inc. (Fitch, B+ Senior Secured Credit Facility
and Senior Secured Debt Ratings, Negative), with 2002 revenues of
$1 billion, is a leading international producer of nitrogen
products and methanol.

More information on Terra Industries are also available on its Web
Site at http://www.terraindustries.com/


THAXTON GROUP: Turns to Cherry Bekaert for Auditing Services  
------------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates want permission
from the U.S. Bankruptcy Court for the District of Delaware to
retain and employ Cherry, Bekaert & Holland, LLP, as their
Auditors and Tax Accountants, nunc pro tunc to October 17, 2003.

Cherry Bekaert will provide auditing and tax-related consultation
and services that are appropriate and feasible in order to ensure
the Debtors comply with all applicable federal laws and
regulations in the course of the companies' Chapter 11 cases,
including:

     a) audits of any benefit plans, including the Debtors'
        401(k) plan, as may be required by the Department of
        Labor or the Employee Retirement Income Security Act, as
        amended;

     b) review of and assistance in the preparation and filing
        of any tax returns; and

     c) any and all other tax assistance as may be requested
        from time to time.

Raymond R. Quintin reports that in exchange for its services, his
firm will bill the Debtors at customary hourly rates ranging from:

          Partners                $250 - $300 per hour
          Senior Managers         $160 - $215 per hour
          Managers                $130 - $150 per hour
          Seniors                 $110 - $125 per hour
          Staff                   $90 - $100 per hour
          Clerical                $75 - $85 per hour

The Debtors have also retained the law firms of Morris, Nichols,
Arsht & Tunnell and Rayburn, Cooper & Durham, P.A. to act as the
Debtors' general bankruptcy counsel.  The Debtors intend to ensure
that CBH coordinates their efforts with Morris Nichols and Rayburn
Cooper to prevent any needless duplication of effort.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company filed for chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Michael G. Busenkell, Esq., and
Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell
represent the Debtor in their restructuring efforts.  When the
Company filed for protection from it creditors, it listed
$206,000,000 in total assets and $242,000,000 in total debts.


TRI-UNION: Gets Court's Nod to Hire BDO Seidman as Accountants
--------------------------------------------------------------
Tri-Union Development Corporation, together with Tri-Union
Operating Company, sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ BDO
Seidman LLP as their Accountants.  

BDO partner Charles Dewhurst reports that BDO will provide:

     a) Accounting and Auditing Services:

          i. to audit and review examinations of the Debtors'           
             financial statements as may be required from time
             to time;

         ii. to analyze accounting issues and advise Debtors'
             management with respect to the proper accounting
             treatment of events;

        iii. to assist with the preparation and filing of the
             Debtors' financial statements and disclosure
             documents required by the Securities and Exchange
             Commission; and

         iv. to perform other accounting services to the Debtors
             as may be necessary and desirable.

     b) Tax Advisory Services:

          i. to advise and assist the Debtors with respect to tax
             planning issues, including, but not limited to,
             assistance in estimating net operating loss carry-
             forwards and federal, state and local taxes;

         ii. to advise and assist the Debtors with respect to the
             tax consequences of the terms of a plan of
             confirmation;

        iii. to advise the Debtors' management regarding
             transaction taxes, and state and local use taxes;

         iv. to advise the Debtors with respect to any tax matters
             relating to the Debtors' employee retirement plans;

          v. to advise the Debtors' management regarding any
             existing or future Internal Revenue Service, state,
             or local tax examinations; and

         vi. to advise the Debtors regarding any other research,
             review, planning or analysis regarding tax issues
             as may be requested from time to time.

BDO Seidman's customary hourly rates will apply in this retention:

          Partners and Directors           $450 to $575 per hour
          Senior Managers and Managers     $250 to $400 per hour
          Seniors and Staff                $125 to $185 per hour

Headquartered in Houston, Texas, Tri-Union Development Corporation
is an independent oil and natural gas company engaged in the
acquisition, development, exploration and production of oil and
natural gas properties. The Company filed for chapter 11
protection on October 20, 2003 (Bankr. S.D. Tex. Case No. 03-
44908).  Charles A Beckham, Jr., Esq., Eric B. Terry, Esq., JoAnn
Lippman, Esq., and Patrick Lamont Hughes, Esq., at Haynes & Boone
represent the Debtors in their restructuring efforts.  As of March
31, 2003, the Debtors listed $117,620,142 in total assets and
$167,519,109 in total debts.


UNITED AIRLINES: Applies for $1.6 Billion ATSB Loan Guarantee
-------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, filed an update to
its previous proposal to the Air Transportation Stabilization
Board (ATSB) for a federal loan guarantee.  

As part of its planned exit from Chapter 11 bankruptcy protection,
UAL is seeking $2 billion in financing, including a $1.6 billion
federal loan guarantee. JPMorgan and Citigroup have each agreed to
underwrite $200 million of the non-guaranteed portion of the
facility and $800 million of the guaranteed portion, pending
approval of a loan guarantee from the ATSB.  The financing is also
subject to approval by the U.S. Bankruptcy Court.

"United's restructuring plan was designed to create a competitive,
profitable company and to address the concerns raised by the ATSB
last year," said Glenn F. Tilton, United's Chairman, President and
Chief Executive Officer.  "The business plan we provided to the
ATSB today reflects a substantially stronger company."

The $1.6 billion federal loan guarantee sought by the Company is
$200 million less than the guarantee sought by United last year.  
The lower amount reflects an endorsement of the Company's business
plan by the commercial lending markets.  The remaining $400
million (or 20%) of the facility, which would be provided by the
banks without any guarantee by the federal government, is double
the size of the non-guaranteed portion the company included in its
2002 application.

When the company's business plan was submitted to the ATSB for
review in 2002, the board responded that United must reduce its
cost structure, develop a competitive response to the low cost
carriers, ensure that its financial projections were based on
conservative assumptions, and manage the company's pension
obligations.  This new [non-public] filing details the steps
United has taken to squarely address all these issues, as well as
the company's success in significantly reducing costs and
generating revenue while maintaining operating performance.

Since filing for chapter 11 protection on December 9, 2002, UAL
has reported more than $3 billion in net operating losses:

                                      Monthly Operating Loss
                                      ----------------------
          October 2003                   ($124,472,000)  
          September 2003                  (186,091,000)
          August 2003                      (46,265,000)
          July 2003                       (112,479,000)
          June 2003                       (310,210,000)
          May 2003                          64,275,000
          April 2003                      (374,884,000)
          March 2003                      (604,327,000)
          February 2003                   (367,345,000)
          January 2003                    (382,126,000)
          December 2002                   (581,226,000)

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 AIRLINES: Flight Attendants Back Updated ATSB Application
----------------------------------------------------------------
Association of Flight Attendants, AFL-CIO, United Airlines Master
Executive Council President Greg Davidowitch made this statement
in support of United Airlines' update to its previous proposal to
the Air Transportation Stabilization Board (ATSB) for a federal
loan guarantee:

"United Airlines has filed an update to its previous proposal to
the ATSB for a federal loan guarantee that includes labor and non-
labor cost reductions, revenue enhancements and other initiatives
that have positioned United for success in today's aviation
industry and the ability to compete in the future.

"United Airlines is a stronger company today through the
determination, substantial sacrifices and hard work of flight
attendants and other employees. The collective work of flight
attendants and all employees helped to create a viable business
plan for the carrier and provide a springboard for the future
success of our country's historic airline.

"On behalf of United's 21,000 flight attendants, we are convinced
that approving United's updated application is consistent with the
purposes of the Air Transportation Stabilization Act.  Approving
the loan guarantee is in the best interests of the airline
industry, the flying public, our economy, as well as the flight
attendants and all dedicated employees at United Airlines."

More than 46,000 flight attendants, including the 21,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. Visit http://www.unitedafa.org/
for more information.


UNITED AIRLINES: Committee Backs Move to Obtain Exit Financing
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of UAL Corporation (OTC Bulletin Board: UALAQ) and its
affiliates, including United Airlines, issued this statement
incident to the Company's filing of an update to its previous
proposal to the Air Transportation Stabilization Board (ATSB) for
a federal loan guarantee:

"The Creditors Committee supports the Company's goal to obtain
exit financing based upon its update to its previous proposal to
the ATSB for a federal loan guarantee," said Fruman Jacobson,
Sonnenschein Nath & Rosenthal, LLP, counsel to the Committee. "It
is important to the creditors of United that the Company emerge
expeditiously from bankruptcy as a strong, competitive airline."  


UNITEDGLOBALCOM: Completes Exchange Offer for UGC Europe Shares
---------------------------------------------------------------
UnitedGlobalCom, Inc., (Nasdaq: UCOMA) has successfully completed
its exchange offer for all of the outstanding publicly held shares
of UGC Europe, Inc.

The exchange offer and withdrawal rights expired at 5:00 p.m., New
York City time, on Thursday, December 18, 2003.  According to the
report of the exchange agent for the offer, 13,043,444 shares of
UGC Europe common stock have been tendered and not withdrawn
(including 818,167 shares of common stock subject to guaranteed
delivery). As a result of the offer, United and its subsidiaries
will own approximately 92.7% of UGC Europe's outstanding common
stock. United intends to promptly exchange shares properly
tendered and accepted, and in the case of shares tendered by
guaranteed delivery procedures, after timely delivery of shares
and required documentation.

United will acquire the remaining ownership of UGC Europe not
owned by United and its subsidiaries after the exchange offer
through a short-form merger under Delaware law pursuant to which
UGC Europe's remaining stockholders (other than United, its
subsidiaries and stockholders properly exercising dissenters'
rights) will be entitled to receive the same consideration offered
in the exchange offer, which is 10.3 shares of United's Class A
Common Stock and cash in lieu of fractional shares, without
interest, for each share of UGC Europe common stock. United
expects to complete the merger on December 19, 2003. At a special
meeting held on December 17, 2003, United's stockholders approved
the issuance of United's Class A Common Stock to be exchanged in
the exchange offer and the planned merger.

Once United completes the short-form merger, UGC Europe common
stock will no longer be listed on the Nasdaq National Market and
UGC Europe stockholders (other than United and its subsidiaries)
will have no further rights as stockholders other than the right
to receive the consideration in the Merger of United Shares and
cash in lieu of fractional shares or to exercise dissenters'
rights pursuant to Delaware law.  Following the merger, detailed
instructions will be mailed to stockholders outlining the steps
that UGC Europe's stockholders who did not tender their shares
must take in order to obtain the Merger consideration or exercise
their dissenters' appraisal rights under Delaware law.

              Notice For UGC Europe Stockholders

United has filed with the SEC an amendment to its Registration
Statement on Form S-4 (File No. 333-109496), and Europe
Acquisition, Inc., its wholly-owned subsidiary which is offering
to exchange the shares of UGC Europe, has filed with the SEC an
amendment to its Schedule TO.  The Registration Statement was
declared effective by the SEC on December 12, 2003, and on
December 18, 2003, United filed with the SEC a final prospectus
relating to the exchange offer and short form merger.  UGC EUROPE
STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THESE
DOCUMENTS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Materials filed with the SEC
are available electronically without charge at an Internet site
maintained by the SEC. The address of that site is
http://www.sec.gov/  

Documents filed with the SEC may be obtained from United without
charge by directing a request to Richard Abbott, Vice President of
Finance, UnitedGlobalCom, Inc., 4643 S. Ulster Street, Suite 1300,
Denver, CO 80237.

UnitedGlobalCom -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $2.7 billion -- is the
largest international broadband communications provider of video,
voice, and Internet services with operations in numerous
countries. Based on the Company's operating statistics at June 30,
2003, United's networks reached approximately 12.6 million homes
passed and 8.9 million RGUs, including approximately 7.4 million
video subscribers, 704,200 voice subscribers, and 825,600 high
speed Internet access subscribers.  United's major operating
subsidiaries include UGC Europe, a leading pan-European
broadband communications company; VTR GlobalCom, the largest
broadband communications provider in Chile; as well as several
strategic ventures in video and broadband businesses around the
world.

Visit http://www.unitedglobal.com/for further information about  
the company.


US AIRWAYS: Asks for Court's Summary Judgment on Nason Claims
-------------------------------------------------------------
Nason and Cullen, Inc. filed Claim No. 2612, as amended by Claim
No. 4512, in November 2002 for $1,752,663 relating to Nason's
construction of an aircraft maintenance hangar at the
Philadelphia International Airport.  The Reorganized US Airways
Debtors believe that the Claim was overstated by at least
$1,220,879.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, explains that Nason completed its work on the Project in
March 2001.  However, Nason waited five months, until August 31,
2001, to submit a Request for a Change Order to cover the
purported costs of alleged delays and other matters.  Mr. Butler
finds the request inexcusably late because the alleged events
giving rise to the Change Order Request, which Nason surely
recognized, occurred no later than March 2001.  The Final
Certificate of Occupancy was issued on December 27, 2000 and
Nason was only involved in minor finishing work by March 2001.

The alleged events cited by Nason that resulted in delays and
extra work underlying the Change Order Request include:
  
   (a) delays in the issuance of Project permits;

   (b) the demolition of the Hertz facility and the need for
       asbestos abatement and soil remediation;

   (c) alleged errors and omissions in the Project documents;

   (d) the delayed receipt of design information and utility
       connections;

   (e) the need for extra electrical work; and

   (f) restricted access to certain Project areas.

Mr. Butler holds that the Claim should be reduced by $1,220,879
because Nason submitted its Change Order Request five months
beyond the most generous computation of the 21-day period
required by Sections 4.3.2 and 8.2.1 of Nason's contract with
U.S. Airways.  In fact, Nason failed to submit the Change Order
Request more than five months after it admitted that it completed
all work on the Project and a year or more after the alleged
events giving rise to the Requested Change Order.  Under the
Contract, Nason is barred from asserting the Change Order
Request.

Accordingly, the Reorganized Debtors ask the Court to grant a
summary judgment in their favor:

      (i) holding that Nason failed to timely submit the Change
          Order Request within the 21-day period required the
          Contract;

     (ii) holding that Nason's failure to submit the Change Order
          Request in the time frame required by the Contract bars
          the Change Order Request; and

    (iii) reducing the Nason Claim by at least $1,220,879. (US
          Airways Bankruptcy News, Issue No. 44; Bankruptcy
          Creditors' Service, Inc., 215/945-7000)


USGEN: Creditors Will File Certificateholder Proofs of Claim
------------------------------------------------------------
An unofficial committee of certain holders of Bear Swamp Series A
and Series B Pass Through Certificates announced that it has
posted example forms for individual certificateholder proofs of
claim.

These forms may be used by any Bear Swamp certificateholders in
preparing their bankruptcy proofs of claim against USGen New
England, Inc., and National Energy & Gas Transmission, Inc. and
certain of its affiliates.  The Model Proofs of Claim have been
posted on the Web site at http://www.gcd.com/(click on "GCD  
Extranet Connection" at the bottom of the page and for USER insert
"Bear", and for PASSWORD insert "Swamp")+) of Gardner Carton &
Douglas, co-counsel to HSBC Bank USA, in its capacities as Lease
Indenture Trustee and Pass Through Trustee.  The bar date for
filing proofs of claim against both USGen and NEGT is January 9,
2004.  

Copies of the bar date orders from USGen and NEGT bankruptcies
have also been posted at http://www.gcd.com/

If an individual certificateholder wishes to pursue a claim
against either USGen or NEGT, it must file any such proof of claim
before such bar date.

Members of the unofficial committee referred to above intend to
file such proofs of claim on their own behalf in substantially the
form of the Model Proofs of Claim.  HSBC Bank USA will also be
filing proofs of claim against USGen and NEGT based on its claims
as Lease Indenture Trustee and Pass Through Trustee.  Copies of
HSBC Bank USA's proofs of claim, when filed, will be posted on the
website.  The unofficial committee has posted the Model Proofs of
Claim as a courtesy, and any certificateholder that considers
filing its own proofs of claim against USGen and NEGT should
consult with its own counsel in connection with filing such proofs
of claim.


U.S. STEEL CORP: Delivers Bid to Acquire Rouge Steel Assets
-----------------------------------------------------------
United States Steel Corporation (NYSE: X) submitted a bid to
acquire out of bankruptcy certain assets and joint venture
interests of Rouge Steel Company, and expects to actively compete
in the auction scheduled for Friday, December 19. The result of
Friday's auction will be subject to a bankruptcy court hearing on
Monday, December 22. As required by the Hart-Scott-Rodino Act, U.
S. Steel today made an antitrust filing with the Justice
Department regarding its intention to acquire Rouge's assets.

United States Steel Corporation (S&P, BB- Corporate Credit Rating,
Negative) is engaged domestically in the production, sale and
transportation of steel mill products, coke and taconite pellets
(iron ore); steel mill products distribution; the management of
mineral resources; the management and development of real estate;
engineering and consulting services; and, through U. S. Steel
Kosice in the Slovak Republic and U. S. Steel Balkan, d.o.o. in
Serbia, in the production and sale of steel mill products and coke
primarily for the central and western European markets. As
mentioned in Note 5, effective June 30, 2003, U. S. Steel is no
longer involved in the mining, processing and sale of coal.

For more information about U.S. Steel visit http://www.ussteel.com


WCI STEEL: Appoints Patrick G. Tatom as President and CEO
---------------------------------------------------------
WCI Steel, Inc., announced that Patrick G. Tatom has been named
president and chief executive officer effective Jan. 1, 2004, to
replace Edward R. Caine, who will assume the newly created
positions of vice chairman and chief restructuring officer.

WCI's ongoing reorganization efforts will be enhanced with Caine
overseeing the company's Chapter 11 reorganization and Tatom
taking over the primary leadership role in the company. Caine, who
turned 65 last month, will stay with WCI through the
reorganization process and then intends to retire.

"I value Ed's counsel and I look forward to working with him
through the leadership transition," Tatom said. "Due to the high
caliber of WCI's workforce and the strong loyalty of our customer
base, I have confidence that we will meet our objectives of
reorganizing into a strong, viable company that brings value to
all our stakeholders."

Tatom, 53, has been executive vice president and chief operating
officer since 2001. Tatom has been with WCI since its inception in
1988, first as general manager of sales until 1995 and then as
vice president of commercial until 1999 when he was named
executive vice president. He came to WCI in 1988 from LTV Steel
Co., where he had held various sales and marketing management
positions.

Caine came to WCI in 1996 after nearly 40 years in a number of
leadership positions at U.S. Steel Corp.

On Sept. 16, 2003, WCI filed a voluntary petition for protection
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Ohio, Eastern
Division in Youngstown.

WCI is an integrated steelmaker producing more than 185 grades of
custom and commodity flat-rolled steel at its Warren, Ohio
facility. WCI products are used by steel service centers,
convertors, electrical equipment manufacturers and the automotive
and construction markets.


WEIRTON STEEL: Court Extends Exclusive Filing Period to March 31
----------------------------------------------------------------
Weirton Steel Corporation believes that maximization of the value
of its bankruptcy estate can only be achieved as a result of
prompt emergence from Chapter 11, either in a stand-alone basis
or through a sale of all or substantially all of its business and
assets as a going concern.  The Debtor has continued to pursue
diligently its dual-track emergence strategy.

To that end, the Debtor has:

   (a) sought and obtained Court approval for two workforce
       reduction programs in an effort to further reduce
       operating expenses; and

   (b) negotiated with various vendors with respect to supply
       contract and lease concessions.

Significant progress has also been made toward confirmation of a
plan of reorganization.  

The Debtor also:

   (a) participated in expedited discovery with the Ad Hoc
       Noteholders Committee with respect to the proposed
       treatment of the claims of the noteholders and bondholders
       under the terms of the First Amended Plan;

   (b) negotiated emergence loan documentation; and

   (c) participated in emergence audit and due diligence with its
       post-emergence lender, Fleet Capital Corporation, and the
       ESLGB.

According to Mark E. Freedlander, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, although the Debtor has made
significant progress with respect to the confirmation of a plan,
several matters remain subject to final negotiation and
resolution, including the fact that the Debtor has yet to reach
agreement with the ISU regarding a new collective bargaining
agreement.  The Debtor believes that this lack of agreement with
the ISU may prevent them from confirming a plan at this time.

In addition, the Debtor continues to pursue its dual-track plan
strategy and is devoting significant time and energy to exploring
alternative restructuring strategies, including, but not limited
to, a sale of substantially all assets as a going concern or
strategic merger opportunities.  The Debtor is working on a daily
basis, with its Court-approved professionals, to model and
investigate numerous restructuring alternatives and to approach a
broad universe of prospective strategic and financial acquirers.

Accordingly, the Debtor sought and obtained a Court order
extending their exclusive period to file a plan to
March 31, 2004, and their exclusive period to solicit acceptances
of that plan through May 31, 2004.

Mr. Freedlander assures Judge Friend that the extension will not
harm the Debtor's creditors or other parties-in-interest and will
not result in a delay of the plan process.  To the contrary, it
will permit the plan process to move forward in an orderly
fashion. (Weirton Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WINN-DIXIE: Laurence Appel Elected as SVP and Company Secretary
---------------------------------------------------------------
Winn-Dixie Stores, Inc. (NYSE: WIN) announced the election of
Laurence Appel, Winn-Dixie Senior Vice President and General
Counsel, as Secretary of the Company, effective immediately. He
succeeds Judith W. Dixon, who is retiring December 31, 2003.

Dixon has been with Winn-Dixie for over 40 years and has served as
Secretary of the Company since her election in January 1995.  
Prior to this position, Dixon was Assistant Secretary for
Shareholder Relations.

"Judy has been a valuable and loyal Winn-Dixie associate and
served our company exceptionally well.  We are grateful for her
contribution," said Frank Lazaran, President and Chief Executive
Officer. "I am confident in Larry's ability to step into the role
of Secretary. He is the right choice for this role and will ensure
that our Company is in compliance with our corporate governance
policies and all legal and regulatory requirements."

The Secretary of the Company is responsible for advising the
Chairman of the Board and the Chief Executive Officer on proper
corporate governance, organizing board meetings and related
agendas, recording and maintaining minutes, serving as custodian
of records, and handling related board and governance matters.  
Appel will continue his duties as Winn-Dixie Senior Vice President
and General Counsel in addition to his new role as Corporate
Secretary.

Appel joined Winn-Dixie in September of 2002 from The Home Depot,
where he was Senior Vice President, Legal. He earned a bachelor of
arts degree from the University of Virginia and a Doctor of
Jurisprudence degree from the University of Pennsylvania.

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food
retailers in the nation and ranks 149 on the FORTUNE 500(R) list.
Founded in 1925, the company is headquartered in Jacksonville, FL,
and operates more than 1,070 stores in 12 states and the Bahamas.
Frank Lazaran serves as President and Chief Executive Officer.  
For more information, visit http://www.winn-dixie.com/

                         *    *    *

As reported in Troubled Company Reporter's October 13, 2003
edition, Moody's Investors Service placed all ratings of
Jacksonville, Florida-based supermarkets operator Winn-Dixie
Stores, Inc. under review for downgrade. These were:

     - $300 million 8.875% senior notes (2008) of Ba2,
     - $1.0 billion senior unsecured shelf of (P)Ba2,
     - Senior implied rating of Ba1, and
     - Long-term issuer rating of Ba2.

Moody's did not rate the current $300 million secured revolving
credit facility. Approximately $300 million of debt securities
were affected.

According to Moody's, the review was prompted by:

     (1) increasing concern that the company's financial
         flexibility has started to deteriorate after two quarters
         of poor operating performance,

     (2) the challenges in winning back customers through
         narrowing the price gap with efficient competitors such
         as Publix (not rated) and the Wal-Mart (senior unsecured
         rating of Aa2) supercenter format, and

     (3) revenue pressures that have confronted the traditional
         supermarkets since alternative grocery retailers started
         becoming prominent.


WISCONSIN AVE.: Fitch Affirms Classes B & C Note Ratings at BB/B
----------------------------------------------------------------
Wisconsin Avenue Securities' subordinate REMIC pass-through
certificates, series 1997-M8 are affirmed as follows:

        -- $3.7 million class B at 'BB';
        -- $1.2 million class C at 'B'.

The $4.7 million class A-1, $131.0 million class A-2, $13.4
million class A-3, and interest-only classes X-1 and X-2
certificates were exchanged for Federal National Mortgage
Association guaranteed REMIC pass-through certificates and are not
rated by Fitch.

The certificates are collateralized by 130 mortgage loans, which
are secured by cooperative apartment buildings. By loan balance,
95% of the pool is located in the New York City metropolitan area.
Fitch viewed this concentration positively because cooperatives
within the New York City market have historically experienced a
very stable rental market. As of the November 2003 distribution
date, the pool's aggregate principal balance has been reduced by
approximately 22% to $154 million from $196.2 million at issuance.

NCB, FSB, the master servicer, received year-end 2002 operating
statements on approximately 98% of the outstanding balance. The
year-end 2002 stressed weighted-average debt service coverage
ratio increased to 4.71 times vs. 4.64x at YE 2001 and 4.11x at
closing. The stressed DSCR's were calculated based on Fitch
mortgage constants and net operating income derived from
hypothetical market rental income (rather than cooperative
maintenance and other revenues) less actual borrower reported
expenses. The hypothetical market rental income is based on
conservative market rental rates.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


WORLDCOM INC: Allocates Up to $5.6 Billion of 3 Series of Notes
---------------------------------------------------------------
MCI (WCOEQ, MCWEQ) announced that the principal amount of the
senior notes the Company will issue on its emergence from
bankruptcy will be allocated 35 percent to the three-year notes,
35 percent to the five-year notes and 30 percent to the 10-year
notes.

The aggregate principal amount of all three series of notes will
be between $4,665,000,000 and $5,665,000,000, depending upon the
elections made by certain claim holders under the Company's plan
of reorganization.

In addition, MCI announced that the expiration date for the
delivery of election forms by the holders of claims in classes 5,
11 and 13 of the Company's plan of reorganization is being
extended to 4:15 p.m. (Eastern Time) on January 9, 2004. These
election forms allow the holders to elect to receive notes and/or
common stock of the reorganized Company upon its emergence from
bankruptcy. The previous expiration date was 4:00 p.m. (Eastern
Time) on December 24, 2003.

WorldCom, Inc. (WCOEQ, MCWEQ), which, together with its
subsidiaries, currently conducts business under the MCI brand
name, is a leading global communications provider, delivering
innovative, cost-effective, advanced communications connectivity
to businesses, governments and consumers. With the industry's most
expansive global IP backbone, based on the number of company-owned
POPs, and wholly-owned data networks, WorldCom develops the
converged communications products and services that are the
foundation for commerce and communications in today's market. For
more information, go to http://www.mci.com/


YOUTHSTREAM MEDIA: Joseph Corso Jr. Discloses 7.65% Equity Stake
----------------------------------------------------------------
Joseph Corso Jr. beneficially owns three million fifty thousand
shares of the common stock of YouthStream Media Networks, Inc.,
with sole voting powers.  The amount of the Company's stock held
by Mr. Corso Jr. represents 7.65% of the outstanding common stock
of the Company.

YouthStream Media Networks, Inc., operates a retail business,
Beyond the Wallr (also known as Trent Graphics), which sells
decorative wall posters and related items through a chain of
retail stores and on-campus sales events.

The company's June 30, 2003, balance sheet reports a working
capital deficit of about $2.4 million while its total
shareholders' equity loss tops $10.9 million.


ZI CORP: Inks Deal, Licensing eZiText(R) to Ambit Microsystems
--------------------------------------------------------------
Zi Corporation (Nasdaq: ZICA) (TSX: ZIC), a leading provider of  
intelligent interface solutions, licensed its user-friendly
eZiText(R) predictive text input technology to Taiwan-based Ambit
Microsystems Corporation, a global leader in the production of
networking and telecommunications components. The terms of the
agreement call for Ambit to license the Zi technology for use on
communications products in the telecom industry.

Gary Mendel, Vice President, Sales and Marketing, Zi Corporation,
said that the selection by Ambit puts Zi into their future product
implementations and is further evidence that leading consumer
electronics developers all over the world are recognizing the
superiority of the Zi technology.  

"Ambit is a company known for its development and manufacturing
expertise and we are excited to have our technology integrated in
their products," Mendel said. "It is very important for us to
penetrate further into the broad telecom market and our
relationship with Ambit will allow us to do that."

Zi's eZiText is a user-friendly text input technology that
significantly increases the ease, speed and accuracy of text input
on any electronic device, including mobile phones, hand-held
computers, telematic systems and television set-top boxes.
Incorporating eZiText into devices enable consumer electronic
manufacturers (OEMs and ODMs) and telecom carriers to provide
consumers with richer, more personalized text input experiences.  

Zi recently announced the launch of a series of new and innovative
enhancements to its core predictive text technology products with
the release of Version 6 for eZiText(R) and Version 2 for
eZiTap(TM). The new versions deliver enhancements to languages and
other predictive functions that make text entry even quicker and
easier for end users. In conjunction, overall memory consumption
is reduced, which improves implementation efficiency for Zi
customers. Visit http://www.zicorp.com/for additional  
information.

Zi Corporation -- http://www.zicorp.com/-- is a technology  
company that delivers intelligent interface solutions to enhance
the user experience of wireless and consumer technologies. The
company's intelligent predictive text interfaces, eZiTap(TM) and
eZiText, allow users to personalize the device and simplify text
entry providing consumers with easy interaction for short
messaging, e-mail, e-commerce, Web browsing and similar
applications in almost any written language. eZiNet(TM), Zi's new
client/network based data indexing and retrieval solution,
increases the usability for data-centric devices by reducing the
number of key strokes required to access multiple types of data
resident on a device, a network or both. Zi supports its strategic
partners and customers from offices in Asia, Europe and North
America. A publicly traded company, Zi Corporation is listed on
the Nasdaq National Market and the Toronto Stock Exchange.

At March 31, 2003, Zi Corporation's balance sheet shows a working
capital deficit of about $2 million.


* Dabney and Rabinowitz Join Fried Frank's Litigation Practice
--------------------------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson announced that James W.
Dabney and Stephen S. Rabinowitz will join Fried Frank as
litigation partners, resident in the New York office.

Both Mr. Dabney, 49, and Dr. Rabinowitz, 45, come to the firm from
Pennie & Edmonds LLP, a leading intellectual property law firm
that is ceasing the practice of law effective December 31, 2003,
where they specialized in intellectual property litigation.

"The addition of Jim and Stephen marks a rare opportunity to add
the highest caliber of resources to our litigation practice," said
Valerie Ford Jacob, co-managing partner of Fried Frank. "This
expansion of our capabilities complements our substantial
experience in large, complex litigations and broadens our range of
legal services associated with patent, unfair competition and
technology-related business activities and transactions."

"Jim and Stephen are highly regarded by their clients, and they
have developed a reputation as premier intellectual property
litigation attorneys. They have worked together for many years.
Their practice reinforces ours, as well as expands it. We welcome
them to our team," said William G. McGuinness, chairman of the
litigation department in Fried Frank's New York office.

Mr. Dabney has been lead trial counsel in numerous actions and
proceedings, including matters involving questions of validity,
enforceability, registrability, infringement or noninfringement of
U.S. patents, copyrights, trade secrets, trademarks and
neighboring rights, antitrust and other commercial disputes.

Before joining Pennie & Edmonds in 1989 as a partner, Mr. Dabney
was deputy coordinator of the intellectual property group at
Sullivan & Cromwell and served as a law clerk for the Hon. James
C. Hill, U.S. Court of Appeals for the Fifth Circuit in Atlanta,
Georgia.

Mr. Dabney received his JD, magna cum laude, in 1979 from Cornell
Law School, where he was a member of the board of editors of the
Cornell Law Review and a member of the Order of the Coif. He
received a BA in economics from Harvard College, magna cum laude,
in 1976.

Mr. Dabney is admitted to the bar in New York and New Jersey and
to practice before the Supreme Court of the United States; the
United States Court of Appeals for the Second, Third, Fourth,
Fifth, Sixth, Seventh, Eighth, Tenth and Eleventh Circuits and the
Federal Circuit; and the United States District Court for the
Eastern, Northern, Southern and Western Districts of New York; the
District of Connecticut; the District of New Jersey; the Central
and Northern Districts of Illinois; the Northern District of
Indiana; the Western District of Michigan; the Eastern District of
Wisconsin; and the District of the District of Columbia.

Dr. Rabinowitz's practice is primarily in the area of
biotechnology patent law. He has litigated patent cases pertaining
to recombinant DNA technology, nucleic acid amplification
technology, biochemical reagents such as enzymes and medical
diagnostics.

Dr. Rabinowitz received a JD, cum laude, in 1994 from Harvard Law
School. He qualified as a medical doctor in 1981, receiving his
MB, ChB from the University of Cape Town, South Africa and his PhD
in immunology from the University of Oxford.

Dr. Rabinowitz is admitted to the bar in New York and to practice
before the United States District Court for the Eastern and
Southern Districts of New York and the Northern District of
California; the United States Court of Appeals for the Federal
Circuit; and the United States Patent and Trademark Office.

Fried, Frank, Harris, Shriver & Jacobson is a leading
international law firm with approximately 550 attorneys in offices
in New York, Washington, DC, Los Angeles, London and Paris. It
handles major matters involving, among others, corporate
transactions, including mergers and acquisitions and financings;
litigation; real estate; antitrust counseling and litigation;
bankruptcy and restructuring; benefits and compensation;
environmental law; insurance; intellectual property and
technology; securities regulation, compliance and enforcement;
tax; and trusts and estates.


* BOND PRICING: For the week of December 22 - 26, 2003
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    41
Adelphia Communications                6.000%  02/15/06    41
Advantica Restaurant                  11.250%  01/15/08    69
American & Foreign Power               5.000%  03/01/30    70
American Airline                       7.377%  05/23/19    72
American Airline                       7.379%  05/23/16    71
AnnTaylor Stores                       0.550%  06/18/19    73
Bethlehem Steel                        8.450%  03/01/05     1
Burlington Northern                    3.200%  01/01/45    56
Comcast Corp.                          2.000%  10/15/29    34
Cox Communications Inc.                2.000%  11/15/29    32
Cummins Engine                         5.650%  03/01/98    73
Delta Air Lines                        8.300%  12/15/29    65
Delta Air Lines                        9.000%  05/15/16    71
Delta Air Lines                        9.250%  03/15/22    70
Delta Air Lines                        9.750%  05/15/21    72
Delta Air Lines                       10.375%  12/15/22    70
Elwood Energy                          8.159%  07/05/26    74
Fibermark Inc.                        10.750%  04/15/11    65
Finova Group                           7.500%  11/15/09    57
Foster Wheeler                         6.750%  11/15/05    73
Gulf Mobile Ohio                       5.000%  12/01/56    71
Levi Strauss                           7.000%  11/01/06    82
Levi Strauss                          11.625%  01/15/08    68
Levi Strauss                          12.250%  12/15/12    67        
Liberty Media                          3.750%  02/15/30    65
Liberty Media                          4.000%  11/15/29    69
Mirant Corp.                           2.500%  06/15/21    60
Mirant Corp.                           5.750%  07/15/07    62
Northern Pacific Railway               3.000%  01/01/47    56
RCN Corporation                       10.125%  01/15/10    68
Redback Networks                       5.000%  04/01/07    63
Southern Energy                        7.400%  07/15/04    64
Universal Health Services              0.426%  06/23/20    65
US Timberlands                         9.625%  11/15/07    54
Werner Holdings                       10.000%  11/15/07    74
Worldcom Inc.                          6.250%  08/15/03    33
Worldcom Inc.                          6.400%  08/15/05    34
Worldcom Inc.                          6.950%  08/15/28    33
Worldcom Inc.                          7.750%  04/01/07    33

                          *********

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 ***