TCR_Public/031223.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 23, 2003, Vol. 7, No. 253

                          Headlines

AFFILIATED FOODS: First Creditors Meeting Convenes on Jan. 7
AHOLD: S&P Ups Rating to BB Due to Improving Liquidity Position
AHOLD LEASE: S&P Raises Ratings on 2001-A Pass-Through Certs.
AIR CANADA: Pilots Question Choice of Two Aircraft Types
AIR CANADA: Jazz Pilots Support Order for Small Jets

ALLEGHENY ENERGY: First-Half Consolidated Loss Reaches $290 Mil.
AMAZON.COM INC: Fourth-Quarter Conference Call Set for Jan. 27
AMERCO: Plan Confirmation Hearing Date Slated for Feb. 2, 2004
AMERIKING: Cypress Completes Sale of 131 Burger King Restaurants
AMKOR TECH.: New Options Granted Under NASDAQ Market Rule 4350

ARCTIC EXPRESS: Creditors Must File Claims by November 14, 2003
ARVINMERITOR INC: Will Sell 75% APA JV Equity Stake to Kayaba
ASSET SECURITIZATION: Fitch Drops Series 1996-D3 Class B-3 to D
ATA HOLDINGS: Extends Exchange Offers for Two Notes to January 2
ATS LIQUIDATING: Enters Pact to Sell Segenix Rights to RegeneMed

AURORA FOODS: Hires Skadden Arps to Prosecute Chapter 11 Cases
BANKAMERICA: Fitch Takes Various Actions on 22 RMBS Classes
BUDGET GROUP: Chapter 7 Liquidation Inferior to Chapter 11 Plan
CENTRAL PARK EAST: Case Summary & 20 Largest Unsecured Creditors
CHASE FUNDING: Fitch Rates Class B-4 & B-5 Certificates at BB/B

COMMUNICATE.COM: Liquidity Issues Raise Going Concern Doubt
CONGOLEUM CORP: Extends Plan-Voting Deadline Until Tomorrow
COVANTA ENERGY: Gets OK to Pay Closing Bonuses to Key Employees
CROMPTON: Gets Conditional Amnesty in Nitrile Rubber Inquiry
DAN RIVER: Obtains Waiver of Potential Loan Covenant Violations

DELPHI CORP: Completes 1-For-1 Employee Option Exchange Offer
DIRECT INSITE: Names Michael J. Beecher as Chief Fin'l Officer
DIRECTV LATIN: 3rd Exclusivity Extension Hearing Set for Jan. 9
DRESSER: John T. McKenna Named President of Dresser Instruments
DT INDUSTRIES: Receives $5MM Purchase Order from Sweetheart Cup

EMERGENCY FILTRATION: Ability to Continue Operations Uncertain
ENRON: Solicitation Exclusivity Hearing Continues on January 8
EXIDE TECH.: Wants Lease Decision Period Stretched to March 31
FLEMING: Provides Plan's Classification and Treatment of Claims
FLEXTRONICS INT'L: Will Publish Third-Quarter Results on Jan. 27

GENESIS HEALTH: Neighborcare Converts Series A Preferred Shares
GEORGIA-PACIFIC: Selling Three Railroads to Genesee & Wyoming
GEORGIA-PACIFIC: Renews $900-Mil. Accounts Receivable Financing
GERDAU AMERISTEEL: Commences Exchange Offer for Senior Notes
GMACM MORTGAGE: Fitch Rates Class B-1 & B-2 Certificates at BB/B

GRUPO IUSACELL: Consummates 20:1 Series A & Series V Stock Swap
HEYDE HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
INFINIA, INC: Case Summary & 20 Largest Unsecured Creditors
INSITE VISION: Reaches Pact to Sell ISV-403 to Bausch & Lomb
INTEGRATED HEALTH: Premiere Panel Wants Plan Provisions Enforced

INTERPUBLIC: Will Redeem 1.8% Convertible Subordinated Notes
J.H. WHITNEY: Fitch Affirms Classes C and D Ratings at BB/B
JADE CBO: Fitch Affirms CC Second-Priority Senior Notes' Rating
JEFFERSON SMURFIT: Fitch Assigns B/B- Senior & Sub. Note Ratings
JP MORGAN: Fitch Cuts Ratings on Two Series 1998-C6 Classes to D

KAISER ALUMINUM: Selling 90% Valco Interest to Republic of Ghana
KAISER ALUMINUM: Agrees to Terminate Employees' Retirement Plan
KLEAN EARTH: Case Summary & 20 Largest Unsecured Creditors
LANDMARK III CDO: S&P Rates Class B-2L Notes at BB
MEDICAL ASSURANCE: S&P Lowers and Withdraws Low-B Ratings

MEMORIAL MEDICAL: Fitch Keeps B Debt Rating on Watch Negative
METRO HOSPITALITY: Case Summary & 7 Largest Unsecured Creditors
MIRANT CORP: Applauds FERC Settlement for Ancillary Services
MIRANT CORP: Brings-In Novack & Macey as Special Counsel
MORGAN STANLEY: S&P Ratings on 2 Classes Fall to Lower-B Levels

MORGAN STANLEY: Fitch Ups BB/B Ser. 1998-XL1 Note Class Ratings
NATIONAL CENTURY: Trusts to be Formed Under Second Amended Plan
NDCHEALTH: Appoints Laurie Glimcher and Steven Shulman to Board
NEW CENTURY FINANCIAL: Completes Equity Investment in NextAce
NEW CENTURY FIN'L: Completes Q4 Secondary Marketing Transactions

NHC COMMS: October 31 Net Capital Deficit Widens to C$6.5 Mill.
NORTHWEST AIRLINES: Fitch Rates Class D Trust Certificates at B
NUTRAQUEST: Panel Taps Nihill & Riedley as Forensic Accountants
OLD COUNTRY: Case Summary & 20 Largest Unsecured Creditors
OM GROUP: Files Form 10-Q and Amends Previously Reported Results

OPTION ONE MORTGAGE: Fitch Keeps Watch on BB Class B Note Rating
ORYX TECHNOLOGY: Discloses 43.3% Equity Stake in S2 Technologies
P-COM INC: Raises Additional Equity and Eliminates $3MM in Debt
PAC-WEST: Completes Financing Transaction with Deutsche Bank
PACIFIC GAS: S&P Places 'D' Corporate Rating on Watch Positive

PACIFIC GAS: Will Pay Up to Additional $4MM in Clean-Up Expenses
PARMALAT: Board Meets Later This Afternoon to Determine Next Step
PARMALAT: S&P Drops Rating to D on Missed Payment of Put Option
PARMALAT: Fitch Watching 69 Vulnerable CDOs Exposed to Parmalat
PARR CHEVROLET: Voluntary Chapter 11 Case Summary

PARTNER COMMS: Moody's Ratchets Four Low-B Ratings Up a Notch
PHYAMERICA: Obtains $8-Mill. Loan Facility from R.D. PhyAm Unit
PHYAMERICA: Court Approves Dresnick-Resurgence $8-Mil. Financing
PINNACLE CBO: Fitch Affirms Junk 2nd Priority Sr. Notes Rating
PLAINS ALL AMERICAN: Prices 2.5 Million Common Unit Offering

PORTOLA PACKAGING: Delays Filing Form 10-K for Fiscal 2003
POTLATCH CORP: Names William L. Driscoll to Board of Directors
QWEST COMMS: Sets Annual Shareholders' Meeting for May 25, 2004
RAYOVAC CORP: Exchange Offer for 8.50% Senior Sub. Notes Expires
REDBACK NETWORKS: Gets Nod to Hire Ordinary Course Professionals

RELIANCE: Wants Plan-Filing Exclusivity Extended to March 30
RESOURCE AMERICA: Reports Improved Operating Results for FY 2003
ROYAL CARIBBEAN: Inks Pact to Develop Cruise Port In New Jersey
SAFETY-KLEEN: Hoover Material Wants Approval to File Late Claim
SALOMON BROS: Fitch Affirms 7 & Lowers 2 Classes from 2 Issues

SDC INT'L: Considering Options, Including Bankruptcy Filing
SEL-LEB MARKETING: Extends Loan Agreement Until April 30, 2003
SLATER STEEL: Union Rejects Changes to Collective Agreement
SO. CALIFORNIA EDISON: Applauds Ninth Circuit Court Decision
SO. CALIF. EDISON: Will Redeem All Outstanding 8-3/8% QUIDS

SOLUTIA INC: Receives Court Approval of 'First Day' Motions
SOLUTIA INC: Gets Go-Signal to Use Lenders' Cash Collateral
SOLUTIA INC: Reports 10-15% Price Increase on Nylon Carpet Fiber
STAGE TRANSPORTATION: Case Summary & Largest Unsecured Creditors
STOLT OFFSHORE: Proposes Equity Capital Raising Initiatives

THAXTON GROUP: Committee Signs-Up HGH Associates as Accountants
TITANIUM: S&P Revises Outlook to Stable on Improved Performance
TRI-UNION: Obtains Nod to Hire Haynes and Boone as Attorneys
ULTRASTRIP SYSTEMS: BDO Seidman Resigns as Certifying Accountant
UNITED AIRLINES: Proposes Uniform Claims Estimation Procedures

VERESTAR INC: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Sealed Air Inks New $350MM Revolving Credit Facility
WEIRTON STEEL: Amends Cleveland-Cliffs Pellet Supply Agreement
WILLIAMS: Gets Order for Pipeline Restoration in Washington State
WORLD AIRWAYS: Shareholders Approve Proposed Debenture Exchange

WORLDCOM INC: Secures Approval for Global Exchange Settlement

* Large Companies with Insolvent Balance Sheets

                          *********

AFFILIATED FOODS: First Creditors Meeting Convenes on Jan. 7
------------------------------------------------------------
The United States Trustee will convene a meeting of Affiliated
Foods Stores, Inc.'s creditors on January 7, 2004, at 1:30 p.m.,
in Room B04 at 224 South Boulder Avenue in Tulsa, Oklahoma.  This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Affiliated Food Stores, Inc., a retailer headquartered in Abilene,
Texas, filed for chapter 11 protection on December 2, 2003 (Bankr.
N.D. Okla. Case No. 03-07101).  John E. Howland, Esq., at
Rosenstein, Fist & Ringold represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $17,387,901 in total assets and
$14,505,402 in total debts.


AHOLD: S&P Ups Rating to BB Due to Improving Liquidity Position
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Netherlands-based food retailer and
food service distributor Ahold Koninklijke N.V., to 'BB' from
'BB-'. The outlook is positive.

At the same time, all long-term ratings on Ahold were removed from
CreditWatch, where they were placed on Feb. 24, 2003, following
the announcement of substantial accounting irregularities. In
addition, Standard & Poor's affirmed its short-term 'B' corporate
credit rating on the group.
     
"The upgrade reflects Ahold's commitment to reduce debt--as
demonstrated by its recent ?3 billion rights issue and stated
objective of generating ?2.5 billion of proceeds from divestments
by the end of 2005--and its much improved liquidity position,"
said Standard & Poor's credit analyst Hugues de la Presle.
     
The proceeds from Ahold's recent rights issue will enable Ahold to
improve its debt measures. In light of the decline in the group's
profitability, these are, however, expected to remain weak for the
ratings at the end of 2003, with projected debt (adjusted for
operating leases, receivable securitizations, and unfunded
postretirement liabilities) to EBITDAR in excess of 4x. Debt
measures should benefit in 2004 from the expected recovery in the
group's profitability, along with proceeds from disposals and free
cash flow generation.
     
The ratings on Ahold continue to be underpinned by the solid
positions of its core operations, in particular Stop & Shop in the
North Eastern U.S. Ahold's Dutch flagship chain Albert Heijn has,
however, come under severe pressure this year and in response
significantly lowered its prices in October 2003. The group is
likely to have to reposition its pricing in the U.S. given soft
consumer spending, the growth of discounters, and the high margins
of Ahold's key U.S. operations in an industry in which it is
crucial to strike the right balance between margin maximization
and sales growth. The impact of any pricing repositioning on
earnings should, however, be offset by cost cutting.
     
In addition, Standard & Poor's expects that Ahold's new
management, despite operating in a tougher competitive
environment, will lift the group's operational performance and
deliver on its disposal program, thus improving Ahold's debt
measures.
   

AHOLD LEASE: S&P Raises Ratings on 2001-A Pass-Through Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1 and A-2 pass through certificates issued by Ahold Lease 2001-A
Pass Through Trusts to 'BB' from 'BB-'. Concurrently, the ratings
are removed from CreditWatch with positive implications, where
they were placed Nov. 10, 2003. The outlook is positive.
     
The rating actions follow the raised corporate credit rating on
Ahold Koninklijke N.V., to 'BB' from 'BB-' on Dec. 19, 2003, at
which time all of the ratings on Ahold were removed from
CreditWatch positive. The outlook on Ahold is positive.
     
The ratings on Ahold Lease 2001-A Pass Through Trusts are
dependent on the corporate credit rating on Ahold, which
guarantees the leases that serve as the source of payment on the
rated securities. The leases, which are "bondable" triple-net, are
on 46 properties including supermarkets and other retail stores,
office buildings, warehouses, and distribution centers in 13
states.
   
        RATINGS RAISED AND OFF CREDITWATCH; OUTLOOK POSITIVE
   
               Ahold Lease 2001-A Pass Through Trusts
                    Pass-thru trust certificates
   
                                Rating
               Class    To                From
               A-1      BB/Positive       BB-/Watch Pos
               A-2      BB/Positive       BB-/Watch Pos


AIR CANADA: Pilots Question Choice of Two Aircraft Types
--------------------------------------------------------
The Air Canada Pilots Association (ACPA) commented on Air Canada's
announcement of an agreement in principle to purchase 90 aircraft
from Bombardier and Embraer.

"We are pleased to see that Air Canada is now able to look ahead
to its future and plan for the ongoing composition of its fleet,"
said Captain Don Johnson, President of the Air Canada Pilots
Association. "We are, however, somewhat surprised at their choice
of aircraft."
    
The pilots group noted that the purchase announcement is really an
agreement in principle, subject to a number of conditions
including the approval of Air Canada's creditors, as well as the
approval of the court overseeing the airline's restructuring under
the Companies' Creditors Arrangement Act (CCAA).
    
ACPA is questioning why Air Canada has chosen two aircraft types
that have essentially a similar range and operational profile.
"Adding a whole new type into the fleet adds complexity to the
operation, and triggers additional start-up, training and
infrastructure costs," noted Captain Johnson.

The pilots expressed some surprise that part of the order did not
go to the Airbus A318, which seats up to 129 passengers. This jet
is a match for Air Canada's current Airbus fleet, providing
familiarity, flexibility, economical operating costs and a common
cockpit with the A319/320/321 series.

The Air Canada Pilots Association noted that it has not been
determined where these jets will fly within the Air Canada family.
"Our collective agreement stipulates that Air Canada pilots fly
the 50 seat jets, except for the 20 small jets that are flown by
Air Canada Jazz. However, last spring Air Canada Jazz made
promises to its pilots that conflict with our agreement; promises
that breach our contract and set the stage for confusion and
conflict," said Captain Johnson.
    
The pilots at Air Canada Jazz are represented by another
association. An attempt to resolve the conflicting labour
agreements will go before an arbitration process that gets
underway on January 17th, but may take some time to come to a
conclusion.
    
The Air Canada Pilots Association is the largest professional
pilot group in Canada, representing the approximately 3100 pilots
who operate Air Canada's mainline fleet.


AIR CANADA: Jazz Pilots Support Order for Small Jets
----------------------------------------------------    
The Air Line Pilots Association (ALPA), International's 1400 Air
Canada Jazz pilots are pleased with the corporate announcement on
the selection of the small jets that will form the core of Air
Canada and Air Canada Jazz's North American fleet strategy as part
of the global restructuring exercise.

Jazz Air Inc., a wholly-owned subsidiary of Air Canada, is a
current operator of small jets on behalf of Air Canada.

"We are fully supportive of Air Canada's corporate vision to renew
and expand the small jet fleet as part of the ongoing financial
and operational restructuring of Air Canada and Air Canada Jazz,"
said Captain Nick DiCintio, chairman of the Air Canada Jazz
pilots' unit of ALPA.  "We are confident that Air Canada is
responding appropriately to the rapidly evolving marketplace in
announcing a combination of expansion to the existing Bombardier
CRJ fleet, as well as the introduction of the new Embraer 190
aircraft," he added.

The Air Canada Jazz pilots have been working cooperatively with
Air Canada and Air Canada Jazz throughout the restructuring with a
view to realigning fleet and costs to ensure Air Canada's
continued success in the increasingly competitive North American
market with the ultimate objective of maximizing shareholder value
and economic return for all stakeholders.

"We view the announcement of a renewed and expanded small jet
fleet to be another positive step within CCAA which will certainly
lead to the successful restructuring of Air Canada and Air Canada
Jazz," emphasised Captain DiCintio.

The next step in the restructuring process will be an arbitration
concerning the allocation of these aircraft before Mr. Martin
Teplitsky, the arbitrator agreed upon by the Jazz pilots and the
Air Canada Pilots when earlier negotiations concerning this issue
proved inconclusive.  Such process is already underway and a final
determination is expected in advance of Air Canada's exit from
CCAA protection.
    
ALPA, the world's oldest and largest union of airline pilots,
represents 66,000 pilots at 43 carriers in Canada and the U.S.  
Air Canada Jazz provides service to over 70 destinations in Canada
and the United States, and services more communities in Canada
than any other airline.  Visit the ALPA Web site at
http://www.alpa.org/


ALLEGHENY ENERGY: First-Half Consolidated Loss Reaches $290 Mil.
----------------------------------------------------------------
Allegheny Energy, Inc. (NYSE:AYE) announced financial results for
the first and second quarters of 2003 and stated that it has filed
the related quarterly financial reports on Form 10-Q with the
Securities and Exchange Commission (SEC).

Allegheny expects to file its third quarter financial reports in
January.

Paul J. Evanson, Chairman and CEO, said, "As expected, results for
the first six months of 2003 reflect major losses in Allegheny's
trading activities in the Western United States energy markets,
including the write-down from renegotiating the California
contract. By selling that contract in September and closing out
other positions, we are now largely out of Western financial
trading.

"We remain on track in rebuilding Allegheny. The year 2004 will be
a time of transition for the Company as we focus on becoming
timely with our SEC filings, refinancing our debt, and creating a
high-performance culture that will improve both quality and cost.
I am confident that we are taking the right steps for long-term
success," concluded Mr. Evanson.

                 Consolidated Financial Results

First Six Months

Allegheny reported a consolidated loss for the first six months of
2003 of $290.3 million ($2.29 per share) compared with a
consolidated loss of $87.9 million ($0.70 per share) for the first
six months of 2002. Before cumulative effect of accounting
changes, the consolidated loss for the first six months of 2003
was $269.6 million ($2.13 per share) compared with consolidated
income of $42.6 million ($0.34 per share) for the first six months
of 2002. Major items in the first six months of 2003 which
affected earnings include:

-- A write-down in value of the renegotiated California Department
   of Water Resources power supply contract of $152.2 million
   ($89.8 million, net of income taxes). Allegheny sold the CDWR
   contract in September 2003 and has largely exited the Western
   energy markets;

-- Other unrealized losses and net realized losses for the first
   six months of 2003 of $198.5 million ($117.1 million, net of
   income taxes) and $37.3 million ($22.4 million, net of income
   taxes), respectively, as compared with unrealized gains of
   $128.1 million ($76.9 million, net of income taxes) and
   realized losses of $21.7 million ($13.0 million, net of income
   taxes) in the first six months of 2002, from Allegheny's
   trading business;

-- Recognition of a gain of $75.8 million ($56.7 million, net of
   income taxes) for the reapplication of Statement of Financial
   Accounting Standards (SFAS) No. 71, "Accounting for the Effects
   of Certain Types of Regulation," because of the reapplication
   of regulatory treatment to certain assets in West Virginia; and

-- Impairment charges of $28.5 million ($17.1 million, net of
   income taxes) for assets held for sale, including the Conemaugh
   Generating Station, which was sold in June 2003.

Operation expenses for the first six months of 2003 increased by
$80.8 million ($46.5 million, net of income taxes) as compared
with the first six months of 2002, due, in part, to higher costs
for employee benefits and outside services, as well as to the
impairment charges described above. Interest charges for the first
six months of 2003 increased $68.1 million ($39.2 million, net of
income taxes) over the same period of 2002. The increase reflects
both higher interest rates and the increase in average long-term
debt outstanding, including debt incurred in connection with
Allegheny's refinancing in February 2003.

Second Quarter

Allegheny reported a consolidated loss for the second quarter of
2003 of $231.5 million ($1.82 per share) compared with a
consolidated loss of $33.5 million ($0.27 per share) for the
second quarter of 2002. The increase in consolidated loss of
$198.0 million was due primarily to reduced net revenues in the
Generation and Marketing segment resulting from continuing losses
in its trading business and the continued price volatility in
energy markets in the Western United States.

Reported results for the second quarter reflect the write-down in
value of the CDWR power supply contract of $152.2 million as
described above and unrealized losses on commodity contracts of
$153.3 million ($88.9 million, net of income taxes) offset, in
part, by realized gains of $19.7 million ($11.6 million, net of
income taxes) on trading operations, primarily from the sale of
power purchase hedge agreements. In addition, interest charges
increased $38.1 million ($22.3 million, net of income taxes) over
the second quarter of 2002 for the reasons described above.

First Quarter

Allegheny recorded a consolidated loss for the first quarter of
2003 of $58.8 million ($0.46 per share) compared with a
consolidated loss of $54.4 million ($0.43 per share) for the first
quarter of 2002. Results of operations for the first quarter were
reduced by $12.1 million, net of income taxes, reflecting
cumulative effect of an accounting change associated with the
adoption of Emerging Issues Task Force (EITF) Issue No. 02-3,
"Accounting for Contracts Involved in Energy Trading and Risk
Management," and by $8.6 million, net of income taxes, reflecting
cumulative effect of an accounting change associated with the
adoption of SFAS No. 143, "Accounting for Asset Retirement
Obligations." Before cumulative effect of accounting changes, the
consolidated loss for the first quarter was $38.0 million ($0.30
per share) compared with consolidated income of $76.1 million
($0.61 per share) for the first quarter of 2002.

The decrease in earnings (before cumulative effect of accounting
changes) of $114.1 million was due primarily to reduced net
revenues in the Generation and Marketing segment as a result of
unrealized losses and realized losses on commodity contracts of
$45.2 million ($27.6 million, net of income taxes) and of $72.6
million ($44.4 million, net of income taxes), respectively, in
2003 as described above in the results for the first six months.
Earnings were also reduced by impairment charges on assets held
for sale as described above. Interest charges increased $30.0
million ($15.3 million, net of income taxes) over the first
quarter of 2002 for the reasons described above. These charges
were offset, in part, by the recognition of a gain from the
reapplication of SFAS No. 71 also as described above.

Generation and Marketing Segment

For the first six months of 2003, the segment reported a
consolidated loss (before cumulative effect of accounting changes)
of $315.6 million as compared with a consolidated loss (before the
cumulative effect of accounting changes) of $19.4 million in the
first six months of 2002. Wholesale revenues for the first six
months of 2003 decreased $512.0 million over the comparable period
in 2002 due primarily to the factors described above in the
consolidated results, including both unrealized and realized
losses in trading operations.

For the second quarter of 2003, the segment reported a
consolidated loss of $240.2 million compared to a consolidated
loss of $62.0 million in the second quarter of 2002. Wholesale
revenues for the second quarter of 2003 decreased $298.5 million
due primarily to the factors described above in the consolidated
results. In the prior comparable period, the segment had recorded
unrealized gains associated with its trading portfolio.

For the first quarter of 2003, the segment reported a consolidated
loss of $95.0 million compared with consolidated income of $42.6
million in the first quarter of 2002. Before cumulative effect of
accounting changes, the loss for the segment was $75.4 million
compared with income before cumulative effect of accounting
changes of $42.6 million for the second quarter of 2002. Wholesale
revenues for the first quarter decreased $213.5 million due
primarily to the factors discussed above in the consolidated
results. The losses were offset, in part, by unrealized gains from
the trading operations and the recognition of a gain of $61.7
million ($48.1 million, net of income taxes) from the
reapplication of SFAS No. 71 as discussed above in the
consolidated financial results.

Delivery and Services Segment

For the first six months of 2003, the segment reported
consolidated income (before cumulative effect of accounting
changes) of $53.7 million as compared with consolidated income of
$65.1 million in the first six months of 2002. The segment's
regulated electric revenues increased by $51.2 million and the
segment's regulated natural gas revenues increased by $29.0
million over the same period in 2002. Both increases were due
primarily to increased sales resulting from colder winter weather
across Allegheny's service territories. During the first six
months of 2003, the segment's unregulated services revenues
decreased $258.0 million from the same period in 2002 due
primarily to the sale of Alliance Energy Services on December 31,
2002.

For the second quarter of 2003, the segment reported consolidated
income of $4.3 million, compared with consolidated income of $25.9
million for the second quarter of 2002. The segment's regulated
electric and natural gas revenues remained relatively consistent
for the second quarter over the comparable period in 2002. During
the second quarter of 2003, the segment's unregulated services
revenues decreased $121.8 million from the same period in 2002 due
primarily to the sale of Alliance Energy Services as described
above.

For the first quarter of 2003, the segment reported consolidated
income (before cumulative effect of an accounting change) of $49.4
million compared with consolidated income of $39.2 million for the
first quarter of 2002. The segment's regulated electric revenues
increased $49.0 million and regulated natural gas revenues
increased $29.6 million in 2003 compared with the first quarter
2002, resulting from colder winter weather as described above in
the results for the first six months. The segment's unregulated
revenues decreased $136.2 million to $14.1 million in the first
quarter of 2003 due primarily to the sale of Alliance Energy
Services as described above. In addition, the first quarter
results of 2003 include a gain of $14.1 million ($8.6 million, net
of income taxes) from the reapplication of SFAS No. 71 as
discussed above in the consolidated financial results.

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

                         *    *    *

As reported in Troubled Company Reporter's October 3, 2003
edition, Fitch Ratings downgraded Allegheny Energy Inc., and its
subsidiaries. In addition, the Rating Watch status for all related
entities is revised to Negative from Evolving, with the exception
of West Penn Funding LLC and insured bonds of Allegheny Energy
Supply Co. LLC.

Ratings downgraded and on Rating Watch Negative by Fitch:

   Allegheny Energy, Inc.

      --Senior unsecured debt to 'BB-' from 'BB';
      --Bank credit facility maturing in 2005 to 'BB-' from 'BB';
      --11 7/8% notes due 2008 lowered to 'B+' from 'BB-'.

   Allegheny Capital Trust I

      -- Mandatorily trust preferred stocks to 'B+' from 'BB-'.

   Allegheny Energy Supply Company LLC

      --Unsecured bank credit facilities to 'B-' from 'B';
      --Senior unsecured notes lowered to 'B-' from 'B'.

   Allegheny Generating Company

      --Senior unsecured debentures lowered to 'B-' from 'B'.

Rating Watch revised to Negative from Evolving for the following
ratings:

   Allegheny Energy Supply Company LLC

      --Secured bank credit facilities with first priority
           lien 'BB-';
      --Secured bank credit facilities with a second priority
           lien 'B+'.

   Allegheny Energy Statutory Trust 2001-A Notes

      --Senior secured notes 'B+'.

   West Penn Power Company

      --Medium-term notes 'BBB-'.

   Potomac Edison Company

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

   Monongahela Power Company

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

Ratings affirmed; Rating Outlook Stable:

   West Penn Funding LLC

      --Transition bonds 'AAA'.

   Allegheny Energy Supply Company LLC

      --Pollution control bonds (MBIA-insured) 'AAA'.


AMAZON.COM INC: Fourth-Quarter Conference Call Set for Jan. 27
--------------------------------------------------------------
Amazon.com, Inc. (Nasdaq:AMZN) will webcast its fourth quarter
2003 financial results conference call on Tuesday, January 27,
2004, at 2:00 p.m. PT/5:00 p.m. ET.

The audio of this event will be webcast live and will be archived
at least through March 31, 2004, at http://www.amazon.com/ir/

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $1.1 billion.

Amazon.com, a Fortune 500 company based in Seattle, opened on the
World Wide Web in July 1995 and today offers Earth's Biggest
Selection.  Amazon.com seeks to be Earth's most customer-centric
company, where customers can find and discover anything they might
want to buy online, and endeavors to offer its customers the
lowest possible prices. Amazon.com and other sellers list millions
of unique new and used items in categories such as sporting goods,
apparel and accessories, books, music, DVDs, electronics and
office, kids and baby and home and garden.


AMERCO: Plan Confirmation Hearing Date Slated for Feb. 2, 2004
--------------------------------------------------------------
U.S. Bankruptcy Court Justice Zive grants the AMERCO Debtors'
request for approval of their Disclosure Statement and uniform
Solicitation Procedures, Voting Procedures and Ballot Forms.  

The Court establishes:

   (a) December 12, 2003 as the Record Date for purposes of
       determining which creditors are entitled to vote on the
       Plan;

   (b) January 20, 2004 at 4:00 p.m. EST as the Voting Deadline;

   (c) February 2, 2004 at 9:30 a.m. PST as the Confirmation
       Hearing Date;

   (d) January 16, 2004 at 4:00 p.m. PST s the Confirmation
       Objection deadline; and

   (e) January 26, 2004 as the Confirmation Objection Response
       deadline.

Judge Zive further authorizes the Debtors to employ Trumbull as
their Voting Agent in these cases. (AMERCO Bankruptcy News, Issue
No. 16 Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERIKING: Cypress Completes Sale of 131 Burger King Restaurants
----------------------------------------------------------------
The Cypress Group, an investment bank and advisory services firm,
completed the sale of AmeriKing's 131 Burger King restaurants
located primarily in Illinois and Wisconsin and 15 restaurants in
Chattanooga, Tennessee.

Prior to entering bankruptcy in December 2002, AmeriKing was the
second-largest independent Burger King franchisee. The Burger King
operations in Illinois were sold to Heartland Food Corporation, an
existing Burger King franchisee. The Tennessee restaurants were
sold to HomeTown Folks, LLC, a local Tennessee restaurant
operating company.

Early this month, Cypress also completed the sale of AmeriKing's
Texas and Colorado Burger King restaurants. AmeriKing anticipates
completing the sale of its remaining restaurants in Virginia,
North Carolina and Cincinnati by the end of January. All of
AmeriKing's assets are being sold as part of their Chapter 11
bankruptcy proceedings.

The Cypress Group acted as AmeriKing's exclusive financial advisor
in negotiating and structuring the sale of AmeriKing's assets. The
Cypress Group provides advisory and investment banking services to
the multi-unit and retail and restaurant industries.


AMKOR TECH.: New Options Granted Under NASDAQ Market Rule 4350
--------------------------------------------------------------
Amkor Technology, Inc. (Nasdaq: AMKR) announced that, in
accordance with NASDAQ Marketplace Rule 4350, as amended
October 14, 2003, twelve non-executive employees were granted
inducement stock options covering an aggregate of 27,200 shares of
common stock.  

These options were granted without stockholder approval pursuant
to NASDAQ Marketplace Rule 4350 (i)(1)(A)(iv) with the following
terms: each option has been classified as a non-qualified stock
option, has an exercise price equal to the fair market value on
the grant date, has a ten-year term, and vests as to 25% of the
award on the anniversary of the employee's start date and as to
1/48th of the award each month thereafter, subject to continued
employment through each relevant date.

Amkor Technology, Inc. (S&P, B Corporate Credit and Senior Debt
Ratings, Stable) is the world's largest provider of contract
semiconductor assembly and test services.  The company offers
semiconductor companies and electronics OEMs a complete set of
microelectronic design and manufacturing services.  More
information on Amkor is available from the company's SEC filings
and on Amkor's Web site at http://www.amkor.com/


ARCTIC EXPRESS: Creditors Must File Claims by November 14, 2003
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Ohio, Eastern Division, set 4:00 p.m. on January 22, 2004, as the
deadline for all creditors owed money on account of claims arising
prior to October 31, 2003, against:

     * Arctic Express, Inc., and
     * D&A Associates, Ltd.

Creditors must file written proofs of claim.  All known creditors
were supplied with customized claim forms reflecting how the
Debtors scheduled their claims.  

Claim forms must be received on or before the Bar Date by:

     Clerk, United States bankruptcy Court for the
        Southern District of Ohio
     170 North High Street
     Columbus, Ohio 43215

A copy of the Proof of Claim must also be mailed to the office of
the Debtors' counsel:

     Ms. Diance Katsulis
     Spencer Fane Britt & Browne LLP
     1000 Walnut, Suite 1400, Kansas City
     Missouri 64106    

Creditors need not file a Proof of Claim its claim or interest has
been properly scheduled as liquidated, non-contingent and
undisputed and in the correct amount of Debtors' bankruptcy
schedules.

Headquartered in Hilliard, Ohio, Arctic Express Inc., is one of
America's largest refrigerated transportation services.  The
Company filed for chapter 11 protection on October 31, 2003
(Bankr. S.D. Ohio, Case No. 03-66797).  Daniel D. Doyle, Esq., at
Spencer Fane Britt & Browne LLP and Guy R. Humphrey, Esq., at
Chester, Willcox & Saxbe LLP represent the Debtor in its
restructuring efforts.


ARVINMERITOR INC: Will Sell 75% APA JV Equity Stake to Kayaba
-------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) has signed a definitive agreement
to sell its 75 percent shareholdings in AP Amortiguadores, S.A.,
to joint venture partner Kayaba Industry Co., Ltd.  

In 1989 ArvinMeritor acquired shares in the joint venture company,
which manufactures shock absorbers for the global automotive
market.  The sale is subject to regulatory approval, and terms of
the transaction were not disclosed.

"ArvinMeritor is steadfast in its pursuit of becoming a market
leader of integrated suspension systems and modules for the light
vehicle market," said Sidney Del Gaudio, ArvinMeritor Light
Vehicle Systems vice president and general manager of
Undercarriage.  "By divesting the APA shares we solely focus our
more than 100 years of ride control expertise and resources on
designing and producing the next generation of ArvinMeritor
suspension system technologies."

AP Amortiguadores, S.A. has more than 780 employees in two
locations: Pamplona (Ororbia), Spain and Curitiba (Fazenda do Rio
Grande), Brazil.

In October 2001, ArvinMeritor dissolved its North American joint
venture with Kayaba Industry Co., Ltd.  This announcement marks
the company's final step to solely own and further develop
ArvinMeritor's ride control technologies.

ArvinMeritor, Inc. (S&P, BB+ Corporate Credit & Senior Unsecured
Debt Ratings, Negative) is a premier $7-billion global supplier of
a broad range of integrated systems, modules and components to the
motor vehicle industry.  The company serves light vehicle,
commercial truck, trailer and specialty original equipment
manufacturers and related aftermarkets.  In addition, ArvinMeritor
is a leader in coil coating applications.  The company is
headquartered in Troy, Mich., and employs 32,000 people at more
than 150 manufacturing facilities in 27 countries.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.  For more information, visit the company's Web
site at http://www.arvinmeritor.com/


ASSET SECURITIZATION: Fitch Drops Series 1996-D3 Class B-3 to D
---------------------------------------------------------------
Fitch Ratings downgrades Asset Securitization Corp.'s commercial
mortgage pass-through certificates, series 1996-D3, as follows:

     --$6.1 million class B-3 to 'D' from 'C'.

In addition, Fitch affirms the following classes:

     --$308.3 million class A-1C 'AAA';
     --$19.6 million class A-1D 'AAA';
     --Interest-only class A-CS2 'AAA';
     --$39.1 million class A-2 'AA';
     --$35.2 million class A-3 'A';
     --$39.1 million class A-4 'BBB';
     --$43 million class B-1 'BB';
     --$27.4 million class B-2 'CCC'.

Fitch does not rate the $15.7 million class A-5 certificates.

The downgrade is attributed to the liquidation of a hotel in
Lubbock, Texas (0.8%). The total loss to the trust from the
liquidation of this loan was approximately $2.4 million.


ATA HOLDINGS: Extends Exchange Offers for Two Notes to January 2
----------------------------------------------------------------
ATA Holdings Corp. (Nasdaq: ATAH), the parent company of ATA
Airlines, Inc., announced the extension of its offers to exchange:

     - newly issued 11% Senior Notes due 2009 and cash
       consideration for any and all of the $175 million
       outstanding principal amount of its 10-1/2 percent Senior
       Notes due 2004; and

     - newly issued 10-1/8% Senior Notes due 2010 and cash
       consideration for any and all of the $125 million  
       outstanding principal amount of its 9-5/8% Senior Notes due
       2005.

As part of the Exchange Offers, the Company is also seeking
solicitations of consents to amend the indentures under which the
Existing Notes were issued.  The Company has extended the
expiration date of the Exchange Offers until 5 p.m., New York City
Time, on January 2, 2004, unless further extended by the Company.  
In addition, the Company has extended the deadline for holders of
Existing Notes to deliver consents and receive the consent payment
to January 2, 2004, unless further extended by the Company.

As previously disclosed, the Company has been in discussions with
a group of holders of the Existing Notes with respect to the terms
of the pending Exchange Offers.  The Company believes it has
reached an agreement in principle with this group whereby these
holders will agree to exchange their Existing Notes pursuant to
amended offers to exchange reflecting this agreement.  Upon
reaching definitive agreement with this group and certain other
bondholders with whom this group will be in contact regarding the
terms of the amended offers, the Company expects to launch amended
offers to exchange the Existing Notes, reflecting these newly
agreed terms.  There are, however, several conditions that remain
to be satisfied prior to finalizing definitive agreements.  
Accordingly, the Company can offer no assurance that a definitive
agreement with this bondholder group will be finalized or that the
Company will launch these amended offers or that the exchange
offers will ultimately be successful.

The withdrawal deadline for the Exchange Offers has expired, and
tenders with respect to any Existing Notes that have already been
tendered or are subsequently tendered may not be withdrawn.  The
other terms of the Exchange Offers remain unchanged, and they are
subject to a number of significant conditions, including but not
limited to receiving valid tenders representing at least 85
percent in principal amount of each series of Existing Notes and
receiving the consent of the Air Transportation Stabilization
Board pursuant to the Company's government-guaranteed term loan.  
As of December 19, 2003, $11,510,000 principal amount of 2004
Notes and $29,550,000 principal amount of 2005 Notes had been
tendered and not withdrawn in the Exchange Offers.

The Exchange Offers are being made pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended.  The New Notes offered in the Exchange Offers
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.

Now celebrating its 30th year of operation, ATA (S&P, CCC
Corporate Credit Rating, Developing) is the nation's 10th largest
passenger carrier based on revenue passenger miles. ATA operates
significant scheduled service from Chicago-Midway, Hawaii,
Indianapolis, New York and San Francisco to more than 40 business
and vacation destinations. To learn more about the company, visit
the Web site at http://www.ata.com/


ATS LIQUIDATING: Enters Pact to Sell Segenix Rights to RegeneMed
----------------------------------------------------------------
The Trustee of the ATS Liquidating Trust (PinkSheets: ATISZ) has
entered into an agreement to sell the Trust's Segenix(TM)
intellectual property rights to RegeneMed, Inc., subject to
bankruptcy court approval as part of the ATS Chapter 11
Liquidating Plan of Reorganization.

The Trustee also filed a motion Friday with the bankruptcy court
seeking an order approving the sale to RegeneMed, Inc., or a
qualified overbidder.

Under the agreement, RegeneMed will pay the ATS Liquidating Trust
$100,000 at closing in addition to future milestone and royalty
payments conditional on future product development.

RegeneMed, or a successful overbidder, would acquire certain
intellectual property related to engineered tissue for drug
screening, drug development, and therapeutic applications in
endocrine, including liver and pancreas. The intellectual property
includes a sublicense of Patent 4,963,489. The buyer is aware that
the United States Patent and Trademark Office has granted a
request for ex parte reexamination of the 489 Patent and that the
PTO has received a request (which it has neither granted nor
denied) for reexamination of another patent that would also be
sublicensed under the agreement.

$25,000 of the purchase price would be held by the Trust pending
resolution of any issues involving the two patents. Should either
of the patents be found invalid, the $25,000 would be returned to
the buyer.

Further details of the transaction and information regarding the
overbid process may be obtained from the motion filed with the
bankruptcy court seeking approval of the above transaction.

As a result of the Plan which was confirmed by the Bankruptcy
Court by a final order dated March 21, 2003 and which became
effective on March 31, 2003, the stock of ATS was cancelled and
its former stockholders now hold non-trading interests in the ATS
Liquidating Trust. According to the terms of the Plan, the
Interests in the ATS Liquidating Trust are not to trade and the
Liquidating Trustee will only recognize as beneficiaries of the
Trust those equity holders of record as of the effective date of
the Plan. Any trading that may be occurring after the effective
date of the Plan under the symbol "atisz.pk" or otherwise is
unauthorized by the Plan and will not be recognized by the
Trustee. As a result of the terms of the Plan and the order of the
bankruptcy court confirming the Plan, the Securities and Exchange
Act of 1934 as amended and the rules promulgated thereunder no
longer apply to the Company since it has no issued stock, no
shareholders, and is no longer in business. However, to the extent
applicable, the above cautionary statement is made by the Trust
under the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.


AURORA FOODS: Hires Skadden Arps to Prosecute Chapter 11 Cases
--------------------------------------------------------------
The Aurora Foods Debtors seek the Court's authority to employ
Skadden, Arps, Slate, Meagher & Flom LLP, as their bankruptcy
counsel, in connection with the filing of their Chapter 11
petitions and the prosecution of their Chapter 11 cases, nunc pro
tunc to December 8, 2003.

Aurora Chief Restructuring Officer and Assistant Secretary,
Ronald B. Hutchison, relates that prior to May 2003, Skadden
performed legal work for the Debtors in connection with certain
restructuring matters.  In particular, Skadden advised a special
committee of disinterested directors in connection with Aurora's
obtaining a loan from its affiliates in 2002.

Skadden has advised the Debtors on the available strategic
alternatives and has become familiar with many of the potential
legal issues that may arise in the context of these Chapter 11
cases.  To that end, Skadden successfully provided the Debtors
assistance in:

   -- the negotiation, and subsequent execution of, an agreement
      and plan of reorganization and merger with Crunch Equity
      Holding, LLC; and

   -- the preparation of the Chapter 11 cases, as well as the
      various first day motions and other documents and pleadings
      necessary for the successful filing of the cases and
      reorganization of the Debtors' businesses.

Mr. Hutchison believes that continued representation by Skadden
is critical to the Debtors' efforts to restructure their
businesses because Skadden has become extremely familiar with the
Debtors' businesses and legal and financial affairs and,
accordingly, is well suited to guide the Debtors through the
Chapter 11 process.  The Debtors believe that Skadden is well
qualified and uniquely able to act on their behalf.

As the Debtors' Bankruptcy Counsel, Skadden will:

   (a) advise the Debtors with respect to their powers and duties
       as debtors and debtors-in-possession, in the continued
       management and operation of their businesses and
       properties;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest and advise and
       consult on the conduct of the case, including all of
       the legal and administrative requirements of operating in
       Chapter 11;

   (c) take all necessary actions to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced against
       those estates, negotiations concerning litigation in which
       the Debtors may be involved (other than matters with
       respect to which the Debtors have looked to other
       counsel), and objections to claims filed against the
       estates;

   (d) prepare, on the Debtors' behalf, motions, applications,
       answers, orders, reports, and papers necessary to the
       administration of the estates;

   (e) negotiate and prepare on the Debtors' behalf plan(s) of
       reorganization, disclosure statement(s), and all related
       agreements or documents, and take any necessary action
       on the Debtors' behalf to obtain confirmation of the
       plan(s);

   (f) advise the Debtors in connection with any sale of assets;

   (g) appear before the Bankruptcy Court, any appellate courts,
       and the U.S. Trustee, and protect the interests of the
       Debtors' estates before the courts and the U.S. Trustee;

   (h) continue to assist the Debtors with their efforts to
       consummate the Merger Agreement, as well as any further
       negotiations or modifications thereto; and

   (i) perform other necessary legal services and provide other
       necessary legal advice to the Debtors in connection with
       these Chapter 11 cases.

The Debtors intend to pay Skadden its fees based in part on its
customary hourly rates, which are periodically adjusted.  
Skadden's Standard Bundled Hourly Time Charge Schedule reflects:

     Partners and Of-counsel            $495 - 725
     Associates and counsel              240 - 485     
     Legal Assistants and support staff   80 - 195

These hourly rates are subject to periodic increases in the
normal course of the firm's business, often due to the increased
experience of a particular professional.  Particularly, Counsel
and Associates will observe these levels and rates:

                Level         Rate
                -----         ----
                 10           $485
                  9            475
                  8            455
                  7            435
                  6            415
                  5            395
                  4            375
                  3            335
                  2            295
                  1            240*

  * Fee for First Year Associates has moved to $280 per hour
    from $240 per hour, effective April 1, 2003.  

The Debtors will also reimburse Skadden for all other services
provided and for other charges and disbursements incurred in the
rendition of services.  These charges and disbursements include,
among other things, costs for telephone charges, photocopying,
travel, business meals, computerized research, messengers,
couriers, postage, witness fees, and other fees related to trials
and hearings.

The Debtors will employ Skadden under a general retainer because
of the extensive legal services that will be required in
connection with these cases and the firm's familiarity with the
Debtors' businesses.  Pursuant to a June 10, 2003 Engagement
Agreement, the Debtors paid Skadden a $400,000 retainer for
professional services and expenses.  

Under the terms of the Engagement Agreement, the retainer was
increased to $600,000 on October 22, 2003.  Before the filing of
the Debtors' Chapter 11 cases, Skadden submitted invoices to the
Debtors on a regular, periodic basis, for professional fees and
expenses, including estimated unposted professional fees and
expenses through the Petition Date.

With respect to these invoices, in the ordinary course of
business, the Debtors paid $4,344,860 for services rendered and
as reimbursement for charges and disbursements attributable to
legal services performed and charges and disbursements incurred
in contemplation of, or, in connection with these cases:

                         Invoice         Invoice      
Invoice    Period          Date          Amount     Payment Date
-------    ------        -------         -------    ------------
First      May 2003      06/20/2003     $306,456      07/10/2003
Second     June 2003     07/15/2003      794,233      07/16/2003
Third      July 2003     08/22/2003    1,066,370      09/12/2003
Fourth     August 2003   09/30/2003      484,150      10/09/2003
Fifth      Sept 2003     10/17/2003      541,764      10/22/2003
Sixth      Oct 15 2003   10/23/2003      218,499      11/05/2003
Seventh    Oct 30 2003   10/31/2003      262,345      11/26/2003
Eighth     Nov 15 2003   12/03/2003      174,333      12/05/2003
Ninth      Nov 30 2003   12/04/2003      496,711      12/05/2003

Skadden will issue a final billing statement for the actual fees,
charges, and disbursements incurred for the period prior to the
Petition Date.  The Final Billed Amount -- net of payments
received -- will be paid from amounts presently held by Skadden
and the balance will be held as a postpetition retainer to be
applied against any unpaid fees and expenses approved by the
Court with respect to Skadden's final fee application in these
cases.

J. Gregory Milmoe, a member of the firm, assures the Court that
Skadden is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code, and does not represent
any party-in-interest other than the Debtors in these Chapter 11
cases.  Furthermore, Skadden does not hold or represent any
interest adverse to the Debtors' estates. (Aurora Foods Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


BANKAMERICA: Fitch Takes Various Actions on 22 RMBS Classes
-----------------------------------------------------------
Fitch Ratings has performed a review of the BankAmerica
Manufactured Housing Transactions. Based on the review, the
following rating actions have been taken:

   Series 1995-BA1:

     --Class A-3 affirmed at 'AAA';
     --Class A-4 affirmed at 'AA-';
     --Class B-1 downgraded to 'B' from 'BBB';
     --Class B-2 downgraded to 'C' from 'CCC'.

   Series 1996-1:

     --Classes A-5 - A-6 affirmed at 'AAA';
     --Class A-7 affirmed at 'AA-';
     --Class B-1 remains at 'C';
     --Class B-2 remains at 'C'.

   Series 1997-1:

     --Classes A-7 - A-9 affirmed at 'AAA';
     --Class M remains at 'CCC';
     --Class B-1 remains at 'C';
     --Class B-2 remains at 'C'.

   Series 1997-2:

     --Classes A-7 - A-9 affirmed at 'AAA';
     --Class M remains at 'CCC';
     --Class B-1 remains at 'C';
     --Class B-2 remains at 'C'.

   Series 1998-1:

     --Class A-1 affirmed at 'AAA';
     --Class M downgraded to 'BBB' from 'AA-' and removed from
          Rating Watch Negative;
     --Class B-1 downgraded to 'B' from 'BBB' and removed from
          Rating Watch Negative;
     --Class B-2 downgraded to 'C' from 'B'.

   Series 1998-2:

     --Classes A-6 - A-7 affirmed at 'AAA';
     --Class M downgraded to 'B' from 'BBB';
     --Class B-1 downgraded to 'CCC' from 'B';
     --Class B-2 downgraded to 'C' from 'CCC'.

BankAmerica Housing Services was purchased by Greenpoint Credit in
1998. Although Greenpoint exited the manufactured housing lending
business in January 2002, the company continues to service its
portfolio of manufactured housing loans. The transactions reviewed
pay principal due to senior bonds prior to paying interest due to
subordinate bonds. Higher than expected losses have caused
significant interest shortfalls to various subordinate bonds in
all of the transactions.

The structures allow for interest to accrue on the shortfall
amount and to be recovered in the future if there is sufficient
available cash flow. Fitch's rating actions reflect the likelihood
of future repayment of accrued interest shortfalls. Classes rated
'CCC', 'CC' and 'C' are unlikely to recover interest due at any
point in the future.

Class A-7 of series 1996-1 is affirmed based on a Letter of Credit
issued by BankAmerica Corporation, currently rated 'AA' and on
Rating Watch Negative as of Oct. 27, 2003, by Fitch.


BUDGET GROUP: Chapter 7 Liquidation Inferior to Chapter 11 Plan
---------------------------------------------------------------
Robert Aprati, Executive Vice President, General Counsel and
Secretary of the BRAC Group, Inc., notes that substantially all
of the Budget Group Debtors' assets were already liquidated
pursuant to the North American Sale and the EMEA Sale.  Therefore,
the Debtors' estates consist of the remaining proceeds of those
sales, other de minimis assets not included as part of the sales,
and certain contingent recoveries potentially available through
avoidance actions and litigation.  

Although the Plan's proposed liquidation and a Chapter 7
liquidation would have the same goal of liquidating the remainder
of the Debtors' estates and distributing all of the proceeds to
creditors, the Debtors believe that the Plan provides a more
efficient vehicle to establish that goal.  Liquidating the
Debtors' estates pursuant to Chapter 7 would require a Chapter 7
trustee.  The appointment of a Chapter 7 Trustee, as well as any
professionals retained by the trustee, would increase the
operating costs associated with the liquidation of the Debtors'
estates.  Further, like the Debtors, the Chapter 7 trustee would
complete the liquidation of the Debtors' remaining assets,
resolve any Disputed Claims and make distributions to creditors.  
A Chapter 7 Trustee, however, would not have the benefit of the
institutional knowledge of the Debtors to resolve the Disputed
Claims efficiently.  The Debtors, therefore, believe that a
Chapter 7 Trustee, on average, would not be able to achieve as
favorable a resolution of Disputed Claims as the Debtors could.  

The Debtors also believe that distributions would occur in a
shorter time period pursuant to the Plan than if the Debtors'
estates were liquidated pursuant to a Chapter 7 liquidation.  A
conversion to Chapter 7 would require additional time, and a
Chapter 7 Trustee and any professionals hired by the Chapter 7
Trustee would need time to gain familiarity with the Debtors and
their creditors, thus delaying the initial distribution to
creditors.  In the likely event that litigation were necessary to
resolve claims asserted in the Chapter 7 cases, the delay could
be prolonged even further.

In a Chapter 7 liquidation, Administrative Claims, Priority Tax
Claims and classified Claims that are unimpaired under the Plan
likely would receive identical treatment to that which they would
receive under the Plan.  However, the amounts available to
unsecured creditors in a Chapter 7 liquidation would be less than
would be available under the Plan for, among other reasons:

   (1) the additional costs of a Chapter 7 trustee and
       professionals retained by the trustee;

   (2) loss of the institutional knowledge of the Debtors and
       their professionals and less favorable resolution of
       Disputed Claims; and

   (3) a delay in distributions and other costs resulting from
       the delay in the winding up the Debtors' estates.

Therefore, the unsecured creditors in the U.S. Debtor Group in
Classes 3A, 4A and 5A and BRACII in Class 4B would receive less
in a Chapter 7 liquidation than under the Plan.  Finally, holders
of Equity Interests would receive nothing under a Chapter 7
liquidation.  The Debtors believe that the Plan satisfies the
requirements of the "Best Interests Test" embodied in Section
1129(a)(7) of the Bankruptcy Code.

                     Alternatives to the Plan

If the Plan is not confirmed with respect to any of the Debtors,
these alternatives are available:

   (1) confirmation of another Chapter 11 Plan;
   
   (2) conversion of the Chapter 11 cases to cases under Chapter
       7 of the Bankruptcy Code; and

   (3) dismissal of the Chapter 11 cases leaving creditors and
       interest holders to pursue available non-bankruptcy
       remedies.  

Although the Debtors could theoretically file a new plan, the
most likely result if the Plan is not confirmed is that these
Chapter 11 cases will be converted to cases under Chapter 7 of
the Bankruptcy Code.  The Debtors believe that conversion of the
Chapter 11 cases to Chapter 7 cases would result in:

   (1) significant delay in distributions to all creditors who
       would receive a distribution under the Plan; and

   (2) diminished recoveries for certain classes of creditors,
       particularly holders of claims in Classes 3A, 4A, 5A and
       4B.

If these Chapter 11 cases are dismissed, creditors would be free
to pursue non-bankruptcy remedies in their attempts to satisfy
claims against the Debtors.  However, in that event, creditors
would be faced with the costs and difficulties of attempting each
on its own, to collect from a non-operating entity. (Budget Group
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 215/945-7000)    


CENTRAL PARK EAST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Central Park East Estates Inc.
             457 Poillon Avenue
             Staten Island, New York 10312

Bankruptcy Case No.: 1-03-26939

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Volpe DeSimone Inc.                        02-13435
     LRD Development Corp.                      02-13463

Type of Business: Real Estate for homes, active communities and
                  properties.

Chapter 11 Petition Date: December 19, 2003

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: David J Doyaga, Esq.
                  Doyaga & Schaefer
                  16 Court Street, Suite 2300
                  Brooklyn, NY 11241
                  Tel: 718-488-7500
                  Fax: 718-488-7505

Total Assets: $8,500,000

Total Debts:  $5,318,515

Debtor's 20 Largest Unsecured Creditors:

Entity                                   Claim Amount
------                                   ------------
John Discala                               $1,500,000
45 Wendy Drive
SI NY 10312

Joanne Discala                               $600,000
45 Wendy Drive
SI NY 10312

Tom Sagona                                   $555,000
30 Sagona Court
Staten Island NY 10309

Land Planning & Engineer                     $200,000

Anthony Discala                              $200,000

Nicole Cobos                                 $175,000

Philomena Discala                            $150,000

Esther Divirgilio                            $139,000

Gregory Markow                               $125,000

Abe Reiss Esq.                                $80,000

Frank & Rosa Maisano                          $55,000

Scaramix Concrete                             $30,000

NYC Dept. Of Finance                          $26,328

NYC Dept. Of Finance                          $21,276

John Scaramella                               $17,500

Mitchell Excavating                           $17,000

Pasquale Corbo Esq.                           $10,000

Country Tree Care                              $9,000

Interstate                                     $5,000

Normandeau Associates                          $3,411


CHASE FUNDING: Fitch Rates Class B-4 & B-5 Certificates at BB/B
---------------------------------------------------------------
Chase Funding Loan Acquisition Trust's $280.5 million mortgage
loan asset-backed certificates, series 2003-C2 classes IA, IA-X,
IA-P, IIA, IIA-X, IIA-P and R (senior certificates) are rated
'AAA' by Fitch. The class B-1 certificates ($6.0 million) are
rated 'AA', the class B-2 certificates ($4.5 million) are rated
'A', the class B-3 certificates ($3.9 million) are rated 'BBB',
the privately offered class B-4 certificates ($2.1 million) are
rated 'BB', and the privately offered class B-5 ($0.45 million)
are rated 'B'. The privately offered class B-6 certificates ($2.6
million) are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 6.50%
subordination provided by the 2.00% class B-1, the 1.50% class
B-2, the 1.30% class B-3, the 0.70% privately offered class B-4,
the 0.15% privately offered class B-5 and the 0.85% privately
offered class B-6 certificate. Fitch believes the above credit
enhancement will be adequate to support mortgagor defaults as well
as bankruptcy, fraud and special hazard losses in limited amounts.
In addition, the ratings also reflect the quality of the
underlying mortgage collateral, the strength of the legal and
financial structures, and the capabilities of Chase Manhattan
Mortgage Corporation as servicer, which is rated 'RPS1-' by Fitch
Ratings.

The trust consists of two cross-collateralized groups of
approximately 2,223 conventional, 15- and 30-year fixed rate, sub-
prime mortgage loans secured by first liens on real properties
with an aggregate principal balance of $300,000,333 as of the cut-
off date, December 1, 2003. The average outstanding principal
balance of the aggregate pool as of the cut-off date is $134,953.
The weighted average original loan-to-value ratio is 71.54%.

Group I consists of up to 15-year fixed rate mortgage loans with
an aggregate principal balance of $98,309,998 as of the cut-off
date. The weighted average OLTV is 68.01%, the average outstanding
principal balance is $117,315, the weighted average coupon is
5.13%, the weighted average remaining term is 171 months, and the
weighted average FICO score is 730. 83.55% of the Group I mortgage
loans have prepayment penalties. The loans are geographically
concentrated in CA (22.10%), NY (7.30%), and FL (6.40%).

Group II consists of up to 30-year fixed rate mortgage loans with
an aggregate principal balance of $201,690,335 as of the cut-off
date. The weighted average OLTV is 73.27%, the average outstanding
principal balance is $145,625, the weighted average coupon is
5.72%, the weighted average remaining term is 339 months, and the
weighted average FICO score is 721. 84.88% of the Group II
mortgage loans have prepayment penalties. The loans are
geographically concentrated in CA (29.60%), MN (6.20%), and NY
(5.90%).

None of the mortgage loans are 'High Cost Loans' as defined under
any local, state or federal laws.  

Wachovia Bank, N.A. will serve as trustee. Chase Funding, Inc.
will deposit the mortgage loans in the trust fund. The depositor
is a New York corporation and a wholly owned, indirect subsidiary
of JPMorgan Chase Bank, one of the underwriters.


COMMUNICATE.COM: Liquidity Issues Raise Going Concern Doubt
-----------------------------------------------------------
At September 30, 2003 Communicate.com had current liabilities in
excess of current assets resulting in a working capital deficit of
$153,694.

During the nine-month ended September 30, 2003 the Company had net
income of $178,042 and an increase in cash of $196,539, compared
to net loss of $1,324,129 and an increase in cash of $31,652 for
the same period of last year. Operating activities generated
cashflows of $250,897 from an increase in accounts payable and
from net income generated during the nine-month period, offset by
an increase in receivables and advances. The Company has
accumulated a deficit of $1,768,548 since inception and has a
stockholders' equity of $1,274,849 as at September 30, 2003. Due
to the working capital deficit, there is substantial doubt about
Communicate.com's ability to continue as a going concern. The
Company will only be able to continue operations if it raises
additional funds, either through profitable operations or outside
funding. The Company indicates that it cannot predict whether it
will be able to do so.

In October 2003, Communicate.com became a 63% majority shareholder
of  frequentTraveller.com, a company focused as a travel agency
business in general and more specifically assigned rescindable
travel rights for Brazil.com, Indonesia.com, Malaysia.com and
Vietnam.com. FrequentTraveller.com has three employees and is not
expected to generate sufficient revenue to cover expenses for at
least twelve months.

The Registrant negotiated with the lender to refinance a term loan
$375,000 due and payable on June 28, 2003 with otherwise similar
terms but with a new due and payable date of June 28, 2005. As
such, the note has been reclassified as a long-term liability. On
November 3, 2003, Registrant received $200,000 from the sale of a
domain name. Registrant has used a portion of the net proceeds,
net of a commission payable of $20,000 paid into trust, to reduce
the principal owing on a note payable by $75,000 to $300,000.
Registrant plans to set aside a portion of net proceeds from the
three remaining planned sales of domain names to pay down the note
and use the balance of proceeds for operations.

Registrant and its subsidiaries may not be able to satisfy its
cash requirements for the next 12 months without having to raise
additional funds. The Subsidiary’s expected cash requirement
for the next 12 months is $400,000.

Registrant expects to raise any additional funds not related to
the term loan by way of equity and/or debt financing, and through
the sale of non-strategic domain name assets. However, Registrant
may not be able to raise the required funds from such financings,
particularly in light of existing market conditions and the
perception by investors of those companies that, like the
Registrant, engage in e-commerce and related businesses. In that
case Registrant will proceed by approaching current shareholders
for loans or equity capital to cover operating costs.

Although the foregoing actions are expected to cover
Registrant’s anticipated cash needs for working capital and
capital expenditures for at least the next twelve months, no
assurance can be given that Registrant will be able to raise
sufficient cash to meet these cash requirements.

Registrant has no current plans to purchase any plant or
significant equipment.


CONGOLEUM CORP: Extends Plan-Voting Deadline Until Tomorrow
-----------------------------------------------------------
Congoleum Corporation (AMEX:CGM) has extended the deadline for
votes to be submitted on the approval of its pre-packaged Chapter
11 plan of reorganization until 5:00 p.m. Eastern Time on
December 24, 2003.

The parties entitled to vote on the plan are asbestos personal
injury claimants, Congoleum's secured lender and its majority
shareholder.

The deadline for completing the voting process has been extended
to allow Congoleum to clarify the plan based upon discussions with
Congoleum's secured lender concerning its treatment under the
plan. The voting extension should not affect Congoleum's plans to
commence bankruptcy proceedings in late December and seek
bankruptcy court confirmation of the plan as promptly as possible
thereafter.

As previously announced, under the terms of the plan, when
confirmed, Congoleum will contribute certain insurance rights and
a note for approximately $2.7 million (subject to a future
revaluation) to a trust to be formed pursuant to the plan for the
benefit of asbestos personal injury claimants, and all current and
future asbestos claims against Congoleum will be channeled to the
trust. Under the terms of the plan, Congoleum's other creditors
will be paid in full and its shareholders will maintain their
equity holdings in Congoleum. Copies of the plan and disclosure
statement have previously been filed by Congoleum with the
Securities and Exchange Commission. They can also be obtained by
visiting Congoleum's Web site at

  http://www.congoleum.com/investor_relations/investor_1.shtml/  

Congoleum Corporation is a leading manufacturer of resilient
flooring, serving both residential and commercial markets. Its
sheet and tile products are available in a wide variety of designs
and colors, and are used in remodeling, manufactured housing, new
construction and commercial applications. The Congoleum brand name
is recognized and trusted by consumers as representing a company
that has been supplying attractive and durable flooring products
for over a century.


COVANTA ENERGY: Gets OK to Pay Closing Bonuses to Key Employees
---------------------------------------------------------------
The Covanta Energy Debtors obtained permission from the Bankruptcy
Court to pay a maximum aggregate of $1 million as retention
bonuses to approximately 15 key Geothermal Employees upon the
Closing of the Proposed Sale or an Alternative Transaction.

The Debtors estimate that the maximum amount any individual would
receive would be approximately $325,000, with the average bonus
approximately $67,000. (Covanta Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


CROMPTON: Gets Conditional Amnesty in Nitrile Rubber Inquiry
------------------------------------------------------------
Crompton Corporation (NYSE:CK) is cooperating with competition
authorities in the U.S., Canada and the European Union that are
investigating possible anticompetitive activities by manufacturers
of nitrile rubber.

Crompton Corporation and its relevant affiliates have received
assurances of conditional amnesty from each of these authorities
with regard to criminal prosecution and fines with respect to
nitrile rubber. Amnesty is conditioned upon several factors,
including the company's continued cooperation with the
authorities.

Crompton acquired its nitrile rubber business in 1996 when the
company completed a merger with Uniroyal Chemical Corporation. In
1998, Crompton put its nitrile rubber business into a joint
venture and subsequently sold its interest in the joint venture in
December 2001. The joint venture had 2001 sales of approximately
$30 million.

Crompton Corporation (S&P, BB+ Corporate Credit Rating, Negative
Outlook), with annual sales from continuing operations of
approximately $2.2 billion, is a producer and marketer of
specialty chemicals and polymer products providing the solutions,
service and value its customers need to succeed. Additional
information is available at http://www.cromptoncorp.com/


DAN RIVER: Obtains Waiver of Potential Loan Covenant Violations
---------------------------------------------------------------
Dan River Inc. (NYSE: DRF) has entered into a second amendment and
waiver agreement with its lending group related to its senior
secured credit facility.

The amendment provides for permanent waiver of anticipated
violations of the minimum fixed charge coverage ratio and maximum
leverage covenants for the fourth quarter of fiscal 2003. Among
other things, the amendment provides monthly limitations on
capital expenditures and specifies minimum levels of excess
availability under the Company's revolving credit facility and
monthly operating EBITDA during the first quarter of fiscal 2004.

"We are pleased with the cooperation from our lending group in
working with us to date," said Joseph L. Lanier, Jr., Chairman and
CEO. "We will continue to work with them to negotiate such further
amendments or waivers as will be necessary."

At September 27, 2003, Dan River's (S&P, B+ Long-Term Corporate
Credit Rating, Stable Outlook) balance sheet shows that its total
current liabilities exceeded its total current assets by about $64  
million, while net capitalization dropped over 50% to about $109
million.


DELPHI CORP: Completes 1-For-1 Employee Option Exchange Offer
-------------------------------------------------------------
Delphi Corp. (NYSE: DPH) (S&P, BB cumulative trust preferred
securities, Negative) successfully completed its previously
announced one-for-one exchange offer, which gave eligible
employees the opportunity to exchange certain stock options for
cash-settled stock appreciation rights (SARs).  

The exchange offer expired at 5:00 p.m. EST, December 17, 2003.

Delphi has accepted options to purchase 8,359,476 shares of Delphi
common stock and granted 8,359,476 SARs in exchange.  Employees
tendered approximately 43 percent of all options eligible to be
exchanged in the offer. The cancellation of the tendered options
and issuance of cash-settled SARs was effective on December 17,
2003.   Employees who accepted the offer will receive a grant
letter documenting their participation in the transaction.

Each SAR has the same exercise price as the tendered option for
which it was exchanged.  Delphi's directors and top-ranking
executive officers, including those named in the company's proxy,
were not eligible to participate in the offer.

The terms and conditions of the exchange program are specified in
a Schedule TO on file with the Securities and Exchange Commission,
which is available for free at the Securities and Exchange
Commission's Web site at http://www.sec.gov/or through the  
Investor Relations page of Delphi's Web site at
http://www.delphi.com/


DIRECT INSITE: Names Michael J. Beecher as Chief Fin'l Officer
--------------------------------------------------------------
Direct Insite Corp. (OTCBB: DIRI) appointed Michael J. Beecher as
Chief Financial Officer.

James Cannavino, Chairman & CEO of Direct Insite said, "Direct
Insite has successfully developed and continues to deploy our
world-class Electronic Bill Presentment and Payment service
offering which targets the Fortune 500 Business-to-Business
market. This offering, termed "Invoices on Line", is presently
available in the US, Canada, and the major European countries
supporting EBP&P functions in the national language and currencies
of these countries. I welcome Michael with his strong financial
background to Direct Insite, and look forward to working with him
as we continue to globally grow and expand our business".

Previously, Mr. Beecher was Chief Financial Officer and Treasurer
of FiberCore, Inc., a publicly held company in the fiber-optics
industry. Previous to that Mr. Beecher was the Vice President
Administration and Finance at the University of Bridgeport. Mr.
Beecher began his career in public accounting working for over 6
years at Deloitte Haskins and Sells and is a Certified Public
Accountant as well as being a member of the American Institute of
Certified Public Accountants.

Mr. George Aronson, former Chief Financial Officer is leaving
Direct Insite to pursue other interests and opportunities. Mr.
Aronson will, however, continue to work with the company as a
consultant.

Direct Insite Corp. is a leading provider of Electronic Invoice
Presentment and Payment solutions targeted at large enterprise
customers. The Company's offering improves the delivery and
management of high volumes of invoice-related data while providing
a customer workflow system that better manages the complexity of
the presentation, analysis, dispute resolution, approval and
payment process. This reduces the administrative and operating
expenses for both "Biller" and "Payer" alike. Direct Insite also
provides managed services using patented d.b.Express(TM)
technology, a management information tool that allows users to
visually data mine large volumes of transactional data via the
Internet. A complete Internet Customer Care tool set integrated
with the EIP&P product set is also available. Additionally, the
Company offers an integrated order entry, workflow management,
provisioning, and invoice verification solution for large
enterprise clients, currently marketed under the trade name AMS
(Asset Management System).

Headquartered in Bohemia, NY, with offices in Dallas, TX, and
Chicago, IL, Direct Insite Corp. employs a staff of 65. For more
information about Direct Insite Corp., visit its Web site at
http://www.directinsite.com/  

Direct Insite's September 30, 2003 balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $740,000.


DIRECTV LATIN: 3rd Exclusivity Extension Hearing Set for Jan. 9
---------------------------------------------------------------
In light of the filing of the proposed recovery plan and the
disclosure statement, DirecTV Latin America LLC, the Official
Committee of Unsecured Creditors and Hughes Electronics
Corporation agree that the Debtor's Exclusive Proposal Period
should be further extended to and including February 28, 2004 and
its Exclusive Solicitation Period should be extended to and
including April 29, 2004.  

The Parties agree that an extension of the Debtor's exclusive
periods is necessary to enable them to complete the solicitation
and confirmation process with respect to the Plan, unimpeded by
any competing plan that might otherwise be filed.

By this motion, the Parties ask the Court to approve the proposed
extensions.

Judge Walsh will convene a hearing on January 9, 2004 at 9:30
a.m. to consider the request.  Pursuant to Del.Bankr.LR 9006-2,
the Debtor's Plan Filing Period is automatically extended through
the conclusion of that hearing. (DirecTV Latin America Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


DRESSER: John T. McKenna Named President of Dresser Instruments
---------------------------------------------------------------
Dresser, Inc. President Steve Lamb announced that John T. McKenna
was appointed President of Dresser Instruments, a business unit of
Dresser, Inc.

Mr. McKenna was most recently President of the Worldwide
Measurement and Instrument Division of Invensys, plc. He has over
25 years experience in manufacturing, most notably in automation
and process industries.

Mr. Lamb stated, "John is a strong addition to our operations
management team. He has an excellent track record of growing
businesses while implementing strategic changes similar to the
lean manufacturing and efficiency improvement initiatives underway
within Dresser."

Prior to joining Dresser, Mr. McKenna served in a variety of
positions in Invensys and predecessor companies starting in 1979.
In addition to his last posting, he was President of Invensys'
Systems Products Division and President and General Manager of
Foxboro Canada among other general management positions. He began
his career in 1977 with Brooklyn Union Gas Company.

Mr. McKenna has a Bachelor of Arts degree in Physics from College
of the Holy Cross in Worcester, Massachusetts (1977) and a Master
of Business Administration degree from Northeastern University in
Boston, Massachusetts (1983).

Dresser Instruments, a business unit of Dresser, Inc.,
manufactures gauges, thermometers, switches, transducers,
transmitters, calibration equipment and isolators for pressure
measurement and control. Dresser Instruments products are marketed
under the Ashcroft, Heise, Willy, Ebro and Weksler brands.

Headquartered in Dallas, Texas, Dresser, Inc. (S&P, BB- Corporate
Credit Rating) is a worldwide leader in the design, manufacture
and marketing of highly engineered equipment and services sold
primarily to customers in the flow control, measurement systems,
and compression and power systems segments of the energy industry.
Dresser has a widely distributed global presence, with over 7,500
employees and a sales presence in over 100 countries worldwide.
The Company's Web site can be accessed at http://www.dresser.com/


DT INDUSTRIES: Receives $5MM Purchase Order from Sweetheart Cup
---------------------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), a designer, manufacturer and
integrator of automation systems and related equipment used to
manufacture, assemble, test or package industrial and consumer
products, announced that its Detroit Tool and Engineering Company
subsidiary has received a $5.3 million purchase order from
Sweetheart Cup Company to manufacture equipment to be used to
produce Earthshell (Nasdaq: ERTH) Packaging(R) plates and bowls.

Dennis Mehiel, CEO, Sweetheart, stated:  "We are proud to award a
Purchase Order to DTE for equipment to produce Earthshell plates
and bowls.  DTE's core competencies in equipment manufacturing and
technical experience make them an ideal choice.  Sweetheart's
interest in Earthshell packaging is based on market interest in
the quality and environmental profile these products offer and in
maintaining our market leadership position.  We look forward to
working with DTE to provide our equipment needs, and to receiving
this new equipment as an integral part of a successful plant
start-up."

Delivery and installation of the equipment for commercial
production is expected during the fourth quarter (end of June
2004) of fiscal year 2004. Customer acceptance of and payment for
the equipment is subject to the equipment meeting specified
performance criteria.
    
As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on DT Industries Inc. to 'CCC+' from
'B-' and removed them from CreditWatch where they had been placed
on Sept. 11, 2003. The outlook is negative.     


EMERGENCY FILTRATION: Ability to Continue Operations Uncertain
--------------------------------------------------------------
Emergency Filtration Products Inc.'s financial statements are
prepared using generally accepted accounting principles applicable
to a going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of business.

The Company has incurred significant losses, which have resulted
in an accumulated deficit of $7,970,938 at September 30, 2003.  
The Company has raised approximately $1,011,000 through the
issuance of common shares pursuant to an SB-2 registration during
the nine months ended September 30, 2003. These funds have been
used to retire previously outstanding debt, to acquire additional
molds and equipment to be used in operations, and for ongoing
working capital.

Nevertheless, the Company's ability to continue as a going concern
may be dependent upon the success of management's ongoing business
plans which include a) continued product development efforts, and
b) continuing efforts to increase its product sales in the U.S.
and internationally.  For example, during April 2003, the Company
entered into an agreement with a Taiwan-based company whereby the
Contractor will manufacture, distribute, market and sell the
Company's new environmental mask to the Asian markets.

The Contractor has just recently begun production of the
environmental masks discussed above and the Company expects sales
to increase during the fourth quarter of 2003 as a result of the
Contractor's marketing and sales in the Asian market. It is the
intent of management to seek to create additional revenues through
the development and sales of its emergency respiration equipment,
sales of their environmental masks, and to rely upon additional
equity financing if required to sustain operations until revenues
are adequate to cover the costs.

Management can offer no assurance with respect to its ability to
create additional revenues, obtain additional equity financing or
execute its long-term business plans. The Company's ability to
continue as a going concern, however, may be dependent upon the
success of those plans.  


ENRON: Solicitation Exclusivity Hearing Continues on January 8
--------------------------------------------------------------
The U.S. Bankruptcy Court adjourns the hearing on the Enron
Debtors' request to extend their exclusive solicitation period to
January 8, 2004 at 10:00 a.m.  Accordingly, Judge Gonzalez extends
the current deadline until the conclusion of that hearing. (Enron
Bankruptcy News, Issue No. 90; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


EXIDE TECH.: Wants Lease Decision Period Stretched to March 31
--------------------------------------------------------------
In connection with the Exide Technologies Debtors' Fourth Amended
Joint Reorganization Plan, James E. O'Neill, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub P.C., in Wilmington,
Delaware, informs the Court that the Debtors have substantially
finalized their determinations whether to assume or reject their
unexpired leases.  

In the event that the Plan is confirmed, the Debtors will not
require additional time to make lease decisions.  However, in an
abundance of caution, in the event that confirmation is delayed or
the Plan is not confirmed, the Debtors need an extension of their
lease decision deadline to preserve their opportunity to re-
evaluate their determinations with respect to the Unexpired
Leases.

For this reason, the Debtors ask the Court to extend the period
of time to decide whether to reject, assume or assign their
Unexpired Leases, through and including March 31, 2004.

The Debtors are party to over 200 Unexpired Leases.  The
Unexpired Leases include office space throughout the country,
regional distribution centers, and strategically located branch
facilities.

The Unexpired Leases are of great value to the Debtors' estates,
and their treatment will potentially have a significant impact on
their reorganization and ultimate business plan as they emerge
from Chapter 11.  

Mr. O'Neill states that the Debtors' lessors will not be
prejudiced by an extension.  The extension is sought merely to
preserve the status quo during the Court's deliberation on the
Debtors' Plan.  The Debtors have acted with all appropriate
diligence in evaluating the Unexpired Leases, and have
substantially finalized their determinations whether to assume or
reject the Unexpired Leases in connection with the Plan.  
According to Mr. O'Neill, an extension will avert potential
statutory forfeiture of essential assets, promote the Debtors'
ability to maximize the value of their Chapter 11 estates and
avoid the incurrence of needless administrative expenses. (Exide
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLEMING: Provides Plan's Classification and Treatment of Claims
---------------------------------------------------------------
The proposed Plan of Reorganization contains the Fleming Companies
Debtors' proposed classification and treatment of claims against
and interests in their estates.  Any class of claims which is
"unimpaired" by the Plan is not entitled to vote to accept or
reject the plan, except for claims based on existing equity
interests in the Debtors or intercompany claims which are not
permitted by the Bankruptcy Code to vote in any case:  

       No.    Class Claims                         Status
       ---    ------------                         ------
       1      Other Priority Non-Tax Claims        Unimpaired

       2      Prepetition Lenders                  Unimpaired

       3A     Other Secured Claims                 Unimpaired

       3B     Approved Reclamation                 Unimpaired

       3C     DSD Trust                            Unimpaired

       4      PACA & PASA Claims                   Unimpaired

       5      Reclamation Claims Not               Impaired
              in Class 3B

       6      General Unsecured Claims             Impaired

       7      Convenience Claims                   Impaired

       8      Equity Interests                     Impaired

       9      Intercompany Claims                  Impaired

                 Treatment of Claims and Interests

Class 1 Other Priority Non-Tax Claims

Holders of Claims in Class 1 are to be paid in full on the Plan's
Effective Date or as soon as practicable after that.  This Class
is presumed by law to have accepted the Plan.

Class 2 Prepetition Lenders Claims

Holders of Claims in Class 2 are to be paid in full.  The
prepetition Lenders are then to assign their liens in the
Debtors' assets to the lenders under the Exit Facility, or assign
its liens to Core-Mark Newco, which liens when assigned will have
the same validity and priority as the liens presently held by
claimants in the Class.  If the liens assigned to Core-Mark
Newco, the liens may be further transferred to the Post-
Confirmation Trust, as applicable.  The Class is presumed by law
to have accepted the Plan.

Class 3A Other Secured Claims

On the Effective Date, or as soon after that as practicable, each
Holder of a Claim in the Class will receive one of three
treatments, at the Debtors' option, so that the Holders will be
unimpaired:

       (1) The payment of the Holder's Allowed Other Secured
           Claim in full, in Cash;

       (2) The sale or disposition proceeds of the property
           securing the Allowed Other Secured Claim to the
           extent of the value of the Holder's interests in
           the property; or

       (3) The surrender to the Holder of the property securing
           the Claim.

The Class is presumed by law to have accepted the Plan.

Class 3B Approved Reclamation Claims

On the Effective Date, or as soon as practicable, Core-Mark
Newco, or the Post-Confirmation Trust as applicable, will issue a
promissory note in favor of the Holders of Allowed Approved Trade
Creditor Reclamation Lien Claims in the estimated aggregate
amount of the Allowed Claims, to be reissued as the Claims are
Allowed by Final Order or settlement.  The Debtors propose to
grant a first-priority lien to the Holders on the proceeds of the
Litigation Claims, entitling the Holder its Ratable Proportion of
net Cash recoveries from Litigation Claims up to the total amount
of each Holder's Allowed Claim in the Class.  The distribution
is, at the Debtors' option, subject to reduction for unpaid
postpetition deductions, preference payments, and other
applicable set-off rights.  Since the Debtors deem the Class
unimpaired by the Plan, its members are not entitled to vote to
accept or reject the Plan.

Class 3C DSD Trust Claims

The Class includes DSD Trust Claims, which are those claims of
certain vendors that arose from the direct shipment of goods to
retailers, and which are the subject of ongoing litigation.  In
the event that the DSD Trust Claim Holders obtain a Final Order
in their favor in the pending litigation allowing their Claims --
on the later of the Effective Date or the date the DSD Trust
Claim Holders obtain a final order allowing their claims, or as
soon as practicable after that -- each Holder of an Allowed DSD
Trust Claim will be paid in full, in Cash.  This distribution is,
at the Debtors' option, subject to reduction for the unpaid
postpetition deductions, preference payments, and other
applicable set-off rights.  In the event the DSD Trust Claim
Holders do not prevail in their litigation, all Allowed DSD Trust
Claims will be treated as Class 6 General Unsecured Claims.  
Since the Debtors deem the Class unimpaired by the Plan, its
members are not entitled to vote to accept or reject the Plan.

Class 4 PACA & PASA Claims

On the Effective Date, or as soon as practicable after that, each
Holder of an Allowed PACA or PASA Claim will be paid in full in
Cash from the previously established PACA trust or from Core-Mark
Newco to the extent the PACA trust is insufficient to satisfy all
of the Allowed PACA and PASA Claims, with any remaining proceeds
of the PACA trust to be distributed to Core-Mark Newco.  Since
the Debtors deem the Class unimpaired by the Plan, its members
are not entitled to vote to accept or reject the Plan.

Class 5 Reclamation Claims Not in Class 3B

To the extent it is determined that the Debtors' inventory in
which the Holders of Allowed Valid Reclamation Claims have
asserted an interest has residual inventory value as of the
Petition Date, on the Effective Date or as soon as practicable
after that, Core-Mark Newco or the Post-Confirmation Trust, as
applicable, will issue a promissory note in favor of the Holders
of Allowed Valid Reclamation Claims that are not Class 3B Claims
in the amount of the residual inventory value.

The Debtors propose to grant a second-priority lien to the
Holders on the proceeds of the Litigation Claims, entitling the
Holder its Ratable Proportion of net Cash recoveries from
Litigation Claims up to the total amount of each Holder's Allowed
Claim in the Class -- but only after all Class 3B Claims are paid
in full.  In the event the residual inventory value is less than
the Allowed Amount of Valid Reclamation Claims, the remainder of
the Valid Reclamation Claims in excess of the residual inventory
value will be treated as Class 6 General Unsecured Claims.  Since
the Debtors deem the Class impaired by the Plan, its members are
entitled to vote to accept or reject the Plan.

Class 6 General Unsecured Claims

Holders of Class 6 Claims will be paid, on the Effective Date or
as soon after that as practicable, at the Debtors' option, in one
or a combination of:

       (i) a Ratable Proportion of New Common Stock, subject to
           dilution from the shares of New Common Stock issued
           on the conversion of Preferred stock issued under the
           Rights Offering and through the Management Incentive
           Plan; and

      (ii) in the event the Debtors, with the consent of the
           Creditors Committee, elect to sell some or all of
           their assets, a Ratable Proportion of Cash remaining
           from the sale of those assets after all of the
           Allowed Unclassified Claims and Claims in Classes 1
           through 5 have been satisfied in full.

As additional consideration, each Holder of a Class 6 Claim that
is listed on a "Rights Participation Schedule" will be entitled
to receive, in exchange for its claim, its Equity Subscription
Rights for shares of Preferred Stock.  Since the Debtors deem the
Class impaired by the Plan, its members are entitled to vote to
accept or reject the Plan.

Class 7 Convenience Claims

On or as soon as practicable after the Effective Date, each
Holder of an Allowed Convenience Claim will receive a Cash
distribution equal to 10% of the amount of its Claim.  However,
if the aggregate amount of Allowed Class 7 Claims exceeds
$1,000,000, each Holder will receive only its ratable proportion
of $1,000,000.  Since the Debtors deem the Class impaired by the
Plan, its members are entitled to vote to accept or reject the
Plan.

Class 8 Equity Interests

No distribution.  All shares are cancelled on the Effective Date.  
The Holders are deemed to reject the Plan, and are not entitled
to vote.

Class 9 Intercompany Claims

No distribution.  All shares are cancelled on the Effective Date.  
The Holders are deemed to reject the Plan, and are not entitled
to vote.

                       Unclassified Claims

Under the Plan, three kinds of claims are "unclassified" and have
no voting rights.

A. Administrative Claims

Each holder of an Allowed Administrative Claim, including holders
of Allowed Approved Trade Creditor Lien Claims, but excluding
claims for Professional Fees, will be paid the full unpaid amount
of the Allowed Administrative Claim in Cash on the Effective
Date, or as soon after that as practicable.  If the
Administrative Claim is allowed after the Effective Date, the
Claim will be paid as soon as practicable after its allowance.

Allowed Administrative Claims, which include Allowed Approved
Trade Creditor Lien Claims representing obligations incurred in
the ordinary course of business, or otherwise assumed by the
Debtors or Reorganized Debtors, will be assumed on the Effective
Date and paid or performed by the applicable Reorganized Debtor
when due in accordance with the terms of the underlying
agreement.

Holders of Administrative Claims that arose on or before
October 31, 2003, must file an Administrative Claim on or before
January 15, 2003.  Holders of Administrative Claims that arose
after October 31, 2003 that have not been paid on the Effective
Date must filed an Administrative Claim by the Second
Administrative Bar Date, which will be 45 days after the Plan
Effective Date.  If these claims are not timely filed, they will
be barred.

B.  Priority Tax Claims

Each Holder of an Allowed Priority Tax Claim that is due and
payable on or before the Effective Date will be paid, at the
option of the Reorganized Debtor, either:

       (i) in Cash in full on the Effective Date or as soon
           after that date as practicable; or

      (ii) in deferred Cash payments over a period not to
           exceed six years after the date of the assessment
           under the Bankruptcy Code, with interest at a rate
           agreed to by the parties or set by the Court.

C.  DIP Claims

On the Plan Effective Date, or as soon after it as practicable,
each Holder of an Allowed DIP Claim will be paid in full in Cash,
unless the Holder agrees to other payment or treatment. (Fleming
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLEXTRONICS INT'L: Will Publish Third-Quarter Results on Jan. 27
----------------------------------------------------------------
Flextronics (Nasdaq: FLEX) will report third quarter results on
Tuesday, January 27, 2004. The conference call, hosted by
Flextronics' senior management, will be held at 1:30 p.m. PST to
discuss the financial results of the Company and its future
outlook. This call will be broadcast via the Internet and may be
accessed by logging on to the Company's Web site at
http://www.flextronics.com/ A replay of the broadcast will remain  
available on the Company's Web site after the call.

Headquartered in Singapore, Flextronics (S&P, BB+ Corporate
Credit Rating, Stable) is the leading Electronics Manufacturing
Services provider focused on delivering supply chain services to
technology companies. Flextronics provides design, engineering,
manufacturing, and logistics operations in 29 countries and five
continents. This global presence allows for supply chain
excellence through a network of facilities situated in key markets
and geographies that provide customers with the resources,
technology, and capacity to optimize their operations.
Flextronics' ability to provide end-to-end services that include
innovative product design, test solutions, manufacturing, IT
expertise, network services, and logistics has established the
Company as the leading EMS provider with revenues of $13.4 billion
in its fiscal year ended March 31, 2003. For more information,
visit http://www.flextronics.com/


GENESIS HEALTH: Neighborcare Converts Series A Preferred Shares
---------------------------------------------------------------
NeighborCare, Inc. (f/k/a Genesis HealthCare Corporation, a former
subsidiary of Genesis Health Ventures Inc.) is exercising its
right to convert all of its outstanding Series A Preferred Stock
into common stock.  

For each share of Preferred Stock held, shareholders will receive
8.9375 shares of NeighborCare common stock, rounded down to the
nearest whole share with any fractional shares being paid in cash.

Series A Preferred Stock shareholders will receive a letter within
the next week explaining what actions to take to receive common
stock certificates for their preferred shares.  Preferred
Shareholders should not send their certificates to the Company or
the transfer agent before receiving this letter.

As a result of NeighborCare's recent spin-off transaction, the
conversion price of the Series A Participating Convertible
Preferred Stock has been adjusted in accordance with its Amended
and Restated Articles of Incorporation to $12.60 from $20.33.  In
addition, in accordance with NeighborCare's Amended and Restated
Articles of Incorporation, the Mandatory Conversion trigger for
the Convertible Preferred Stock has been reduced from $30.00 to
$18.60 as a consequence of the spin-off.  Because NeighborCare's
stock price has remained above the trigger price for 20 days, the
Company has the right to convert the stock by sending notice to
preferred stock holders.  The conversion is effective as of
December 16, 2003.

The conversion ratio is determined by dividing the Liquidation
Preference by the conversion price.  The Liquidation Preference is
$100 plus dividends accrued but unpaid through the date of
conversion.  Currently that is $112.61, making the conversion
ratio 8.9375:1.  The Preferred Stock will be converted into
approximately 3.6 million shares of common stock.

     NeighborCare's transfer agent contact information:
     StockTrans, Inc.
     44 W Lancaster Avenue
     Ardmore, PA 19003
     800-733-1121

NeighborCare, Inc. (Nasdaq: NCRX) is one of the nation's leading
institutional pharmacy providers serving long term care and
skilled nursing facilities, specialty hospitals, assisted and
independent living communities, and other assorted group settings.  
NeighborCare also provides infusion therapy services, home medical
equipment, respiratory therapy services, community-based retail
pharmacies and group purchasing.  In total, NeighborCare's
operations span the nation, providing pharmaceutical services in
32 states and the District of Columbia. Visit
http://www.neighborcare.com/for more information on the Company.


GEORGIA-PACIFIC: Selling Three Railroads to Genesee & Wyoming
-------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) and Genesee & Wyoming Inc.,
(NYSE: GWR) today announced they have signed an agreement for GWI
to acquire three short-line railroads from Georgia-Pacific for
$55.6 million.

In conjunction with the acquisition, GWI has entered into a 20-
year agreement to provide rail transportation service to Georgia-
Pacific facilities currently served by these railroad operations.

GWI will acquire the Chattahoochee Industrial Railroad (CIRR), the
Arkansas Louisiana & Mississippi Railroad Company (ALM), and the
Fordyce & Princeton Railroad Company (F&P).  For the 12 months
ended Sept. 30, 2003, these railroads reported a combined $18
million in revenues, of which Georgia-Pacific accounted for
approximately 90 percent.

"Consistent with our ongoing rationalization of non-strategic
assets, this transaction is an excellent opportunity to sell
assets that are more valuable to another company and use the
proceeds to repay debt," said A.D. "Pete" Correll, Georgia-Pacific
chairman and chief executive officer. "With GWI's expertise, we
believe the key manufacturing facilities served by these railroads
will continue to receive reliable service that meets their
transportation needs."

GWI said it plans to fund the acquisition under its $223 million
revolving credit facility and, following the acquisition, expects
to have approximately $120 million of additional availability.  As
of Sept. 30, 2003, pro forma for the Georgia-Pacific railroads,
GWI's total debt to total capitalization is expected to be
approximately 36 percent.  GWI expects the acquisitions to be
immediately accretive to its earnings.

GWI has agreed to purchase the stock of CIRR, ALM, and F&P under
Section 338 (h)(10) of the U.S. Tax Code and will therefore
benefit from the stepped-up tax basis of the Georgia-Pacific
assets. The boards of directors of both GWI and Georgia-Pacific
have approved the transaction, which is subject to regulatory
approval as well as other customary closing conditions.  The
acquisition is expected to be completed by Dec. 31, 2003.

Mortimer B. Fuller III, chairman and chief executive officer of
GWI, said, "We are excited to be operating railroads that serve
some of Georgia-Pacific's most important manufacturing facilities.  
Genesee & Wyoming is committed to providing world-class rail
service to Georgia-Pacific and our other on-line customers though
the expertise of our Rail Link subsidiary.  The heavy switching
nature of the railroads and their geographic proximity to other
Rail Link operations make this an excellent strategic fit, and we
see significant opportunity to enhance the service and operating
efficiency of the railroads."

                   Descriptions of Railroads

Based in Cedar Springs, Ga., CIRR operates more than 15 miles of
track between Hilton and Saffold, Ga., and interconnects with CSX
Corporation and Norfolk Southern.  CIRR serves Georgia-Pacific's
Cedar Springs containerboard mill, which is one of the company's
largest and lowest-cost containerboard facilities.  In 2002, CIRR
hauled 19,561 carloads, including pulp and paper (73 percent),
coal (13 percent), forest products (5 percent), metals (4
percent), and chemicals (4 percent).

Based in Crossett, Ark., the ALM and F&P are composed of 109 miles
of contiguous track between Monroe, La., and Fordyce, Ark., and
interconnect with Union Pacific and Kansas City Southern. In
Fordyce, the railroads serve one plywood plant and one oriented
strand board plant for Georgia-Pacific.  In Crossett, the
railroads serve one plywood plant, one lumber mill, a paper mill
complex producing tissue, paperboard and fine papers, and a
chemical facility. At Crossett, the softwood plywood plant is the
largest in the world while the paper mill is one of Georgia-
Pacific's largest producers of tissue and other paper.  In 2002,
the ALM and F&P hauled 22,470 carloads, including forest products
(67 percent), pulp and paper (14 percent), and chemicals (18
percent).

The CIRR, ALM and F&P will be managed by James W. Benz, president
of GWI's Rail Link subsidiary, headquartered in Jacksonville, Fla.  
Rail Link provides switching services to six facilities, including
three paper mills, proximate to the ALM and F&P and to one paper
mill near the CIRR.  In Georgia, Rail Link also operates the
railroads that serve the ports of Savannah and Brunswick and also
provides industrial railroad switching for paper mills in
Brunswick, Oglethorpe and Jesup.

GWI is a leading operator of short line and regional freight
railroads in the United States, Canada, Mexico, Australia and
Bolivia.  The company operates over 8,000 miles of owned and
leased track and over an additional 3,000 miles under track access
arrangements.

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative)  is one of the world's leading
manufacturers of tissue, packaging, paper, building products, pulp
and related chemicals. With 2002 annual sales of more than $23
billion, the company employs approximately 61,000 people at 400
locations in North America and Europe.  Its familiar consumer
tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products business has long been among the
nation's leading suppliers of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.  For more information, visit http://www.gp.com/


GEORGIA-PACIFIC: Renews $900-Mil. Accounts Receivable Financing
---------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) has completed the annual renewal
of its $900 million accounts receivable borrowing program, and
also has elected to reduce bank loan commitments.

The accounts receivable borrowing program has been extended
through Dec. 13, 2004.  This short-term financing program sells an
interest in certain receivables of Georgia-Pacific's domestic
businesses to banks and other entities.

In addition, Georgia-Pacific has elected to reduce from $3 billion
to $2.5 billion the amount available under its senior bank credit
facility that matures in November 2005.  The company uses this
facility for general corporate borrowings and letters of credit.
Of the reduction, $250 million is represented by repayment of the
term loan that comprises part of this facility, and $250 million
represents reduction of the available revolving credit amount.  As
a result, Georgia-Pacific has approximately $1.6 billion in unused
availability under this facility.

"We have made tremendous progress throughout 2003 in repaying and
refinancing our debt, lengthening maturities and reducing
refinancing risk," said Danny W. Huff, Georgia-Pacific executive
vice president and chief financial officer.  "Since the
acquisition of Fort James Corp. in November 2000, we have
dramatically reduced our overall debt and exposure to bank debt
markets."

The company also said it has completed the previously reported
monetization of a portion of its asbestos insurance receivable.
Proceeds of approximately $147 million from this action were used
for repayment of debt.

The monetization was made possible by an agreement the corporation
reached in the third quarter to confirm the total amount of
insurance to be paid by one of its insurers for Georgia-Pacific's
asbestos liabilities over the next several years. This agreement,
and a similar one with another company, allowed Georgia-Pacific to
increase its asbestos insurance receivable by $118 million in the
third quarter 2003.

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative)  is one of the world's leading
manufacturers of tissue, packaging, paper, building products, pulp
and related chemicals. With 2002 annual sales of more than $23
billion, the company employs approximately 61,000 people at 400
locations in North America and Europe.  Its familiar consumer
tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products business has long been among the
nation's leading suppliers of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.  For more information, visit http://www.gp.com/


GERDAU AMERISTEEL: Commences Exchange Offer for Senior Notes
------------------------------------------------------------
Gerdau Ameristeel Corporation (TSX:GNA.TO) announced the
commencement of an exchange offer to exchange up to US$405,000,000
aggregate principal amount of registered 10-3/8% Senior Notes due
2011 of Gerdau Ameristeel Corporation and GUSAP Partners for the
Issuers' outstanding Notes which were offered in a private
placement in June 2003. The Issuers received receipts for the
prospectus relating to the exchange offer from the Ontario
Securities Commission dated December 18, 2003 and the U.S.
registration statement became effective Friday.

The exchange offer is as contemplated in the Registration Rights
Agreement dated June 27, 2003, pursuant to which the Issuers
agreed to register substantially identical Notes, including
unconditional guarantees on the Notes from certain of Gerdau
Ameristeel's subsidiaries, and offer to exchange the registered
Exchange Notes for the Existing Notes.

The Exchange Notes (including the subsidiary guarantees) will have
substantially the same form and terms as the outstanding Existing
Notes, except that the Exchange Notes will be issued under a
prospectus in Ontario and the Exchange Notes and subsidiary
guarantees have been registered under the U.S. Securities Act of
1933, as amended, and will not be subject to restrictions on
transfer. The Exchange Notes will bear a different CUSIP number
from the Existing Notes. Any Existing Note not exchanged will
continue to have restrictions on transfer.
    
The Issuers will accept for exchange any and all Existing Notes
that are validly tendered and not withdrawn on or before 5:00
p.m., New York City time, January 23, 2004, unless extended.
Copies of the prospectus and transmittal materials governing the
exchange are in the process of being mailed to noteholders.
Additional copies can be obtained from the Exchange Agent,
SouthTrust Bank, by calling Woodie Alston at (205) 254-4131 or
Candace Miller at (205) 254-5486.

Gerdau Ameristeel (S&P, BB- Corporate Credit Rating, Stable) is
the second largest minimill steel producer in North America with
annual manufacturing capacity of over 6.8 million tons of mill
finished steel products. Through its vertically integrated network
of 11 minimills (including one 50%-owned minimill), 13 scrap
recycling facilities and 26 downstream operations, Gerdau
Ameristeel primarily serves customers in the eastern half of North
America. The Company's products are generally sold to steel
service centers, fabricators, or directly to original equipment
manufacturers for use in a variety of industries, including
construction, automotive, mining and equipment manufacturing.
Gerdau Ameristeel's common shares are traded on the Toronto Stock
Exchange under the symbol GNA.TO.

GUSAP Partners is a partnership formed between Gerdau Ameristeel
and its wholly- owned subsidiary, Gerdau Ameristeel MRM Special
Sections Inc. that was created for the purpose of borrowing and
providing funds to Gerdau Ameristeel and its subsidiaries.

For additional financial and investor information, visit
http://www.gerdauameristeel.com/


GMACM MORTGAGE: Fitch Rates Class B-1 & B-2 Certificates at BB/B
----------------------------------------------------------------
Fitch rates $449.1 million GMACM Mortgage pass-through
certificates, 2003-J9 classes A, PO, IO, R-I, R-II and R-III
certificates ($436.5 million) 'AAA'. In addition, the class M-1
certificates ($6,301,000) are rated 'AA', the class M-2
certificates ($2,700,000) are rated 'A', the class M-3
certificates ($1,800,000) are rated 'BBB', the privately offered
class B-1 certificates ($900,000) are rated 'BB', and the
privately offered class B-2 certificates ($900,000) are rated 'B'
by Fitch. The privately offered class B-3 certificates are not
rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.00%
subordination provided by the 1.40% class M-1 certificate, the
0.60% class M-2 certificate, the 0.40% class M-3 certificate , the
0.20% privately offered class B-1 certificate, the 0.20% privately
offered class B-2 certificate, and the 0.20% privately offered
class B-3 certificate. The ratings on the class M-1, M-2, M-3, B-
1, and B-2 certificates are based on their respective
subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral and the strength of
the legal and financial structures and GMAC Mortgage Corporation's
servicing capabilities as servicer. Fitch currently rates GMAC
Mortgage Corporation a 'RPS1' for Servicing.

As of the cut-off date, December 1, 2003, the trust consists of
one group of 1,017 conventional, fully amortizing 30-year fixed-
rate, mortgage loans secured by first liens on one- to four-family
residential properties, with an aggregate principal balance of
$450,041,566. The average unpaid principal balance as of the cut-
off date is $442,519. The weighted average original loan-to-value
ratio is 73.55%. The weighted average FICO score for the pool is
726. Rate/Term and Cash-out refinance loans represent 38.44% and
18.34% of the loan pool, respectively. The states that represent
the largest portion of the mortgage loans are California (30.11%),
Massachusetts (9.31%), New Jersey (9.19%), and Illinois (5.97%).
All other states represent less than 5% concentration of the total
mortgage pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The loans were sold by GMAC to Residential Asset Mortgage
Products, the depositor. The depositor, a special purpose
corporation, deposited the loans in the trust, which then issued
the certificates. For federal income tax purposes, election will
be made to treat the trust fund as three real estate mortgage
investment conduits.


GRUPO IUSACELL: Consummates 20:1 Series A & Series V Stock Swap
---------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) effected the
exchange of its Series A and Series V shares for new common,
ordinary, registered shares with no par value at a ratio of 20
Series A or Series V shares to 1 new share.

The Company did not issue fractional shares. Accordingly,
fractions of new shares were paid at a price equal to the opening
market price quoted on the Mexican Stock Exchange on October 17,
2003, of Ps.0.88 for each of the Series A or Series V shares, as
determined on the October 17, 2003 shareholders' meeting.

The number of new shares issued and outstanding is 93,101,240 with
a public float of approximately 25.4%.  The Company's ticker on
the Mexican Stock Exchange and the New York Stock Exchange
remained unchanged.

Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) (Iusacell) is
a wireless cellular and PCS service provider in seven of Mexico's
nine regions, including Mexico City, Guadalajara, Monterrey,
Tijuana, Acapulco, Puebla, Leon and Merida.  The Company's service
regions encompass a total of approximately 92 million POPs,
representing approximately 90% of the country's total population.


HEYDE HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Heyde Hospitality Inc.
             345 Frenette Drive
             Chippewa Falls, Wisconsin 54729

Bankruptcy Case No.: 1-03-19067

Debtor affiliate filing separate chapter 11 petition:

     Entity                                     Case No.
     ------                                     --------
     Dennis L. Heyde and Carol J. Heyde         1-03-19066

Type of Business: The Debtor owns, operates and manages
                  restaurants, inns and hotels.
                  See http://www.Heydehospitality.com/for more  
                  information on the Company.

Chapter 11 Petition Date: December 16, 2003

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Michael L. Meyer, Esq.
                  Ravich, Meyer, Kirkman, McGrath & Nauman,
                  4545 IDS Center
                  80 South Eighth Street
                  Minneapolis, MN 55402
                  Tel: 612-332-8511

Total Assets: $3,748,022

Total Debts:  $3,866,065

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Park Hospitality LLC          Franchise Fees            $631,881
P.O. Box 66
Chippewa Falls WI 54729

Northwest Lodging Inc.        Goods and Services        $124,771

City of Oshkosh               Goods and Services         $84,110

Park Inn & Suites Eau Claire  Goods and Services         $24,674

Sysco Food Baraboo            Goods and Services         $23,175

Shakopee Public Utilities     Goods and Services         $13,954

Rib Mountain Sanitary Dist.   Utilities                  $12,256

Sysco Eastern Wisconsin       Goods and Services         $11,950

Oshkosh Water & Sewer         Utilities                  $10,615

Sysco Minnesota               Goods and Services          $9,982

SVL Service                   Goods and Services          $9,801

Centerpoint Energy -          Utilities                   $9,389
Shakopee

Ameritech                     Goods and Services          $8,486

Rooney Printing               Goods and Services          $7,886

Guest Distribution            Goods and Services          $7,886

City of Eau Claire            Utilities                   $6,936

Lamar Enterprises             Goods and Services          $6,160

Avalon Fortress Security      Goods and Services          $5,591

R&S Heating & A/C             Goods and Services          $5,198

Saratoga Liquor               Goods and Services          $4,685


INFINIA INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Infinia, Inc.
             450 S. 400 E. Suite 200
             Bountiful, Utah 84010

Bankruptcy Case No.: 03-41481

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Infinia at Arizona, Inc.                   03-41482

Type of Business: Hospital/Nursing Home

Chapter 11 Petition Date: December 18, 2003

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: R. David Grant, Esq.
                  450 South 400 East, Suite 200
                  Bountiful, UT 84010
                  Tel: 801-295-8000

                           Estimated Assets     Estimated Debts
                           ----------------     ---------------
Infinia, Inc.              $10 M to $50 M       $1 M to $10 M
Infinia at Arizona, Inc.   $1 M to $10 M        $1 M to $10 M

A. Infinia, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Tax                   $3,495,920
50 South 200 East
Salt Lake City, UT
84111

DHS Medical Care Surcharge    Trade Debt              $661,842
85 East 7th Place
300 Golden Rule Bldg.
St. Paul, MN 55101

Achieve Training Corporation  Trade Debt              $272,604
P.O. Box 664230

Ohio Casualty Group                                   $243,917

Harris Beach LLP              Legal Fees              $158,849

Kick Technologies             Trade Debt              $135,303

United States Treasury        Trade Debt              $128,000
Office of Public
Correspondence

Medline Industries, Inc.      Trade Debt              $107,962

Stagg & Associates, P.C.      Accounting Debt          $99,793

Health Trac                   Trade Debt               $99,393

SRC Group Benefits            Insurance                $95,329

Compudata Health Corp         Trade Debt               $75,214

Maryland Capital LLC          Rental Fees              $68,601

Arent Fox                     Legal Fees               $66,487

Parsons, Behle & Latimer      Legal Fees               $54,831

Ogden Associates, LLC         Rental Fees              $40,187

Blackburn & Stoll             Legal Fees               $39,249

Tim English & Associates      Trade Debt               $32,710

Minnesota Associates, LLC     Rental Fees              $27,279

Thrifty White Stores          Trade Debt               $26,153


B. Infinia at Arizona, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Tax                       $984,433
50 South 200 East
Salt Lake City, UT
84111

Southern Desert Pharmacy      Trade Debt                $275,609
1833 W. Main St.
Suite 120
Mesa, AZ 85201

Medline Industries, Inc.      Trade Debt                $233,150

Health Trac                   Trade Debt                $121,572

Apex Healthcare               Trade Debt                 $94,604
Registry, LTD

MGA Healthcare Staffing       Trade Debt                 $83,522

EnduraCare Therapy            Trade Debt                 $74,358

Sacred Heart Nursing          Trade Debt                 $61,853
Services

Kick Technologies             Trade Debt                 $44,925

Platinum Select               Trade Debt                 $33,654

Salt River Project            Trade Debt                 $28,809

Integrated Healthcare         Trade Debt                 $28,530
Staffing

RCS Management Corporation    Trade Debt                 $24,880

Alternative Professional      Trade Debt                 $24,665
Services

Apparel Pro                   Trade Debt                $23,946

KCI The Clinical Advantage    Trade Debt                $21,179

Maintenance Warehouse         Trade Debt                $19,752

Fern Office Supplies          Trade Debt                $19,177

RCS Management                Trade Debt                $18,561

Endura Care                   Trade Debt                $18,175


INSITE VISION: Reaches Pact to Sell ISV-403 to Bausch & Lomb
------------------------------------------------------------
InSite Vision Incorporated (Amex: ISV), an ophthalmic
therapeutics, diagnostics and drug-delivery company, and Bausch &
Lomb (NYSE: BOL) have reached an agreement whereby InSite Vision
will sell its drug candidate ISV-403 for the treatment of ocular
infections to Bausch & Lomb.

Under the terms of the proposed transaction, InSite Vision will
receive a cash payment, reimbursement of certain ISV-403 product
development expenses and a percentage of future ISV-403 product
sales in all licensed countries. Bausch & Lomb will assume all
future ISV-403 development and commercialization expenses and,
following a transfer period, will be responsible for all
development activities, with assistance from InSite Vision as
appropriate.  In addition, at the closing of the transaction, the
August 2002 ISV-403 licensing agreement and the related Series A-1
Preferred Stock purchase agreement between Bausch & Lomb and
InSite Vision will be terminated and Bausch & Lomb will return to
InSite Vision for cancellation all shares of the Series A-1
Preferred Stock previously issued.  No further financial terms
were disclosed.

The companies anticipate completing the transaction, which is
contingent, among other things, on receipt of third-party consents
and the completion of certain pre-closing items, before the end of
2003.

"This strategic transaction will allow us to pursue development of
other products in our portfolio," said S. Kumar Chandrasekaran,
Ph.D., InSite Vision's president and chief executive officer.  "It
provides immediate value to our stockholders, while allowing
InSite Vision to share in the potential future commercial success
of ISV-403."

Bausch & Lomb indicated it expects to expense a portion of the
purchase price in the fourth quarter of 2003.  The company also
anticipates reversing a portion of previously recorded
restructuring reserves, with the net impact of the two items
resulting in no change to its previously issued guidance for the
fourth quarter.

ISV-403 combines a fourth-generation fluoroquinolone, SS734,
licensed from Japan's SSP, Co., Ltd., with InSite Vision's
patented drug delivery system, DuraSite(R).  Preclinical studies
with ISV-403 indicated that this drug candidate is effective
against bacteria resistant to third generation fluoroquinolone
products.  In August 2002, InSite Vision and Bausch & Lomb entered
a license agreement to develop and commercialize ISV-403 with
InSite responsible for all development activities.  In April 2003,
InSite Vision initiated a Phase I clinical trial with ISV-403 to
evaluate its systemic and ocular safety and tolerability in normal
volunteers.  The following month, InSite Vision received a notice
of allowance from the U.S. Patent and Trademark Office (USPTO)
related to ISV-403 for the treatment of ocular infections.

InSite Vision -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $4 million -- is an
ophthalmic products company focused on glaucoma, ocular infections
and retinal diseases.  In the area of glaucoma, the Company
conducts genomic research using TIGR and other genes.  A portion
of this research has been incorporated into the Company's
OcuGene(R) glaucoma genetic test for disease management, as well
as ISV-205, its novel glaucoma therapeutic.  ISV-205 uses InSite
Vision's proprietary DuraSite(R) drug-delivery technology, which
also is incorporated into the ocular infection products ISV-401
and ISV-403, and InSite Vision's retinal disease program.
Additional information can be found at
http://www.insitevision.com/

Bausch & Lomb is the eye health company, dedicated to perfecting
vision and enhancing life for consumers around the world.  Its
core businesses include soft and rigid gas permeable contact
lenses and lens care products, and ophthalmic surgical and
pharmaceutical products.  The Bausch & Lomb name is one of the
best known and most respected healthcare brands in the world.
Celebrating its 150th anniversary in 2003, the Company is
headquartered in Rochester, New York.  Bausch & Lomb's 2002
revenues were $1.8 billion; it employs approximately 11,500 people
worldwide and its products are available in more than 100
countries.  More information about the Company can be found on the
Bausch & Lomb Web site at http://www.bausch.com/

    
INTEGRATED HEALTH: Premiere Panel Wants Plan Provisions Enforced
----------------------------------------------------------------
Anthony M. Saccullo, Esq., at The Bayard Firm, in Wilmington,
Delaware, reminds the Court that pursuant to Section 6.2(1) of
the Amended Reorganization Plan, on the Effective Date, or as
soon as practicable, the Integrated Health Services Debtors,
through their Liquidating Manager, will:

   (1) pay to each holder of an Allowed Premiere Unsecured Claim
       an initial distribution as provided for under Section 4.7
       of the Amended Plan; and

   (2) transfer to the Disputed Premiere Unsecured Claims Account
       the Cash equal to the difference between the total amounts
       paid and $1,770,000.

The Amended Plan provides that each holder of an Allowed Premiere
Unsecured Claim will receive a distribution in Cash equal to 6%
of its Allowed Claim, provided that the aggregate amount of
Allowed Premiere Unsecured Claims does not exceed $22,000,000.  
In no event will the amount distributed under the Amended Plan to
holders of Allowed Premiere Unsecured Claims exceed $1,770,000.

The Amended Plan also provides that the fees and expenses
incurred by any Disbursing Agent after the Effective Date will
not be paid out of the distribution to Class 7.

The Official Committee of Unsecured Creditors of Premiere
Associates, Inc. and its subsidiaries has repeatedly communicated
to the Debtors its view that the Amended Plan provisions related
to the Premiere Unsecured Claims must be implemented.  However,
as of December 2, 2003, the Debtors have not:

   -- designated Premiere Unsecured Claims;

   -- objected to any Premiere Unsecured Claim; nor

   -- made distributions to holders of Allowed Premiere Unsecured
      Claims or to the Disputed Premiere Unsecured Claims
      Account.

By this motion, the Premiere Committee asks the Court to require
the Debtors to:

   (a) file a motion designating all of the Premiere Unsecured
       Claims; and

   (b) make the corresponding distributions on account of the
       Premiere Unsecured Claims to:

          -- the Allowed Premiere Unsecured Claims, or

          -- the Disputed Premiere Unsecured Claims Account.

Mr. Saccullo points out that more than 80 days have passed since
the Effective Date but the Debtors have not taken steps necessary
to accomplish a distribution under the Amended Plan on account of
the Premiere Unsecured Claims.  Any further delay will adversely
impact the holders of Premiere Unsecured Claims, Mr. Saccullo
asserts.

Mr. Saccullo explains that the Premiere Committee simply seeks to
set a more definite deadline by which the Debtors must designate
the Premiere Unsecured Claims and make distributions to holders
of Premiere Unsecured Claim or the proper reserve fund for
disputed Premiere Unsecured Claims.

The Premiere Unsecured Claims represent a discrete number of
claims that will not exceed $22,000,000 in full amount and
$1,770,000 in distributions.  Mr. Saccullo assures the Court that
a distribution of the discrete amount will not adversely or
materially impact the Debtors' ability to satisfy their other
obligations under the Amended Plan, but will advance the Debtors'
implementation of the Amended Plan.  (Integrated Health Bankruptcy
News, Issue No. 68; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


INTERPUBLIC: Will Redeem 1.8% Convertible Subordinated Notes
------------------------------------------------------------
The Interpublic Group of Companies, Inc. (NYSE: IPG) intends to
redeem all of its outstanding 1.80% Convertible Subordinated Notes
due 2004, with an aggregate principal amount of $249,960,000.

The redemption price will equal 96.6813% of the principal amount
of the notes plus original issue discount accrued to the
redemption date, or $978.10 per $1,000 principal amount of the
notes, plus accrued interest to the redemption date. The
redemption date will be January 20, 2004.

Holders of the notes may convert their notes into shares of
Interpublic common stock at a conversion rate of 26.772 common
shares per $1,000 principal amount of notes until the close of
business on January 19, 2004.

Interpublic (Fitch, BB+ Senior Unsecured Debt and BB- Convertible
Subordinated Debt Ratings, Negative Outlook) is one of the world's
leading organizations of advertising agencies and marketing
services companies. Major global brands include Draft, Foote, Cone
& Belding Worldwide, Golin/Harris International, Initiative Media,
Lowe & Partners Worldwide, McCann-Erickson, Universal McCann and
Weber Shandwick Worldwide. Leading domestic brands include
Campbell-Ewald, Deutsch and Hill Holliday.


J.H. WHITNEY: Fitch Affirms Classes C and D Ratings at BB/B
-----------------------------------------------------------
Fitch Ratings upgrades one class and affirms three classes of J.H.
Whitney Mezzanine Fund, L.P. The following rating actions are
effective immediately:

The following class has been upgraded:

     --$271,850,000 class A senior secured notes upgraded to 'AA'
          from 'A';

The following 3 classes have been affirmed:

     --$125,000,000 class B second senior secured notes affirmed
          at 'BBB';

     --$60,000,000 class C subordinated secured notes affirmed at
          'BB';

     --$15,000,000 class D senior participating notes affirmed at
          'B'.

The fund is a collateralized debt obligation managed by J.H.
Whitney & Co. The CDO was issued July 30, 1998 and is primarily
comprised of mezzanine debt. Fitch has reviewed in detail the
portfolio performance of the fund. In conjunction with this
review, Fitch discussed the current state of the portfolio with
the asset manager. JHW, founded in 1946, is the oldest U.S.
private capital investment firm. The firm focuses on the growth
capital niche and currently manages over $5 billion in assets.

The fund ended its reinvestment period in October 2003 and will
have its first payment date in the amortization period in January
2004. JHW has been successfully managing this portfolio and as a
result, the issuer is currently passing all of its performance
tests under Fitch guidelines. As of the November trustee report,
the amount of the total outstanding portfolio collateral balance
was $553 million, which was available to cover $471.9 million of
rated debt. The resulting total overcollateralization ratio of
117.2% exceeds the minimum trigger level of 105%. The fund also
benefits from a portfolio with a weighted average coupon of 12.7%
compared to a minimum coupon of 10.6%.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. As a result of
this analysis, Fitch has determined that excess spread in
conjunction with the end of the reinvestment period enhances the
class A break even default rates, which translates into an upgrade
of their rating. The original ratings assigned to the class B,
class C and class D notes still reflect the current risk to
noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


JADE CBO: Fitch Affirms CC Second-Priority Senior Notes' Rating
---------------------------------------------------------------
Fitch Ratings has upgraded the rating on the following class of
notes issued by Jade CBO Ltd., a collateralized bond obligation
backed by US corporate and emerging market bonds and loans:

     -- $34,361,542 senior notes to 'AA-' from 'BBB+'.

In conjunction with the upgrade, Fitch has removed the
aforementioned notes from Rating Watch Positive and has affirmed
the following class of notes:

     -- $23,556,369 second priority senior notes 'CC'.

Having exited its revolving period in November 2002, Jade is
currently de-levering in order of seniority. Additionally, the
senior notes have further amortized with diverted interest due to
breaches in the senior par value test and the second priority par
value test. Consequently, the increased amount of credit
enhancement available to the senior notes is, in Fitch's opinion,
sufficient to warrant an upgrade.

As of the last payment date, the second priority notes have
deferred interest of approximately $1.26 million. The original
note balance of the second priority notes was $22.3 million.

According to its Nov. 20, 2003 trustee report, Jade's senior par
value test was at 157.5% versus a 149% trigger, and its second
priority par value test was at 93.5% versus a 120% trigger. As of
the same date, the collateral pool included a par amount of $23.37
million (31.42%) of defaulted assets.

In reaching its rating actions, Fitch had conversations with
Morgan Stanley Asset Management, the collateral manager, regarding
the portfolio. Furthermore, Fitch reviewed the results of its cash
flow model runs after running several different default timing and
interest rate stress scenarios.

Fitch will continue to monitor this transaction.


JEFFERSON SMURFIT: Fitch Assigns B/B- Senior & Sub. Note Ratings
----------------------------------------------------------------
Fitch Ratings, the international rating agency, assigned Jefferson
Smurfit Group holding company JSG Funding Plc's EUR350 million
10.125% Senior Notes due 2012 and USD750 million 9.625% Senior
Notes due 2012 a 'B' rating and assigned a 'B-' rating to its
EUR107.9 million Subordinated Notes due 2013 and USD161.8 million
Subordinated Notes due 2013 (together the "Junior Notes"). The
agency also assigned JSG Acquisitions, a subsidiary of JSG Funding
Plc, a Senior Unsecured rating of 'B+' and a Senior Secured rating
of 'BB'. The Outlook is Stable.

The three and four-notch differential between the 'B' and 'B-'
ratings assigned to the Senior and Junior Notes respectively and
the 'BB' rating assigned to the Senior Secured facilities reflects
Fitch's view of the significant difference in potential recovery
prospects between the different classes of debt in the event of
any forced restructuring or distressed sale. The one-notch
differential between the Senior and Junior Notes reflects the
contractual subordination of the Junior Notes to the Senior Notes.
JSG also has EUR637m of existing debt outstanding that ranks pari-
passu with the Senior Secured facilities. As a consequence, the
Senior Notes are rated one notch below the Senior Unsecured rating
to reflect their subordination to the Senior Secured facilities,
the existing Yankee Bonds, the existing foreign subsidiary debt
and the unsecured creditors of JSG Acquisitions.

"In JSG's structure we still see bondholders' recourse limited to
an unsecured claim against the senior borrower's holding company,
albeit directly through a subordinated guarantee, rather than
solely through an indirect claim via an inter-company loan, which
is more commonplace in traditional European high yield structures"
said Marianela Gutierrez-Portillo of Fitch's Leveraged Finance
Group.

The net proceeds from the EUR350 million and original USD545m
Senior Notes and the EUR252.7m equivalent Junior Notes were used
to part-finance the EUR3.8 billion leveraged buyout of Jefferson
Smurfit Group by Madison Dearborn Partners in September 2002. The
USD205m Senior Notes issued by the group in February 2003 were
used to fund the cash consideration of EUR185m, in addition to the
exchange of the Group's 50% interest in Smurfit MBI Canada, for
the acquisition of Smurfit Stone Container's European operations.

The Senior Notes represent JSG Funding Plc's only senior unsecured
obligations and the Junior Notes represent its only general
unsecured obligations. The proceeds were down-streamed to an
intermediate holding company JSG Acquisitions through a
subordinated inter-company loan. This is contractually
subordinated in right of payment to the Senior Secured credit
facilities issued at the JSG Acquisition level. The Senior and
Junior Notes benefit from second ranking upstream guarantees
provided by the Subsidiary Guarantor.

Within the group's capital structure, the Senior Secured credit
facilities lent to JSG Acquisitions rank ahead of the Senior Notes
in terms of priority. JSG Funding's status as a holding company
with no tangible assets of its own means that it is entirely
reliant on upstream payments from its subsidiaries in the form of
dividends and distributions to make coupon payments on the Notes.
Additionally, the claims of holders of the Senior Notes will be
effectively subordinated to all existing and future third-party
indebtedness and liabilities, including trade payables, of JSG
Funding's subsidiaries.

Additionally, given the potential release of the second ranking
guarantees in the event of enforcement by senior lenders and sale
of the business during the 179 days standstill period, Fitch
believes that potential recoveries for the noteholders would be
likely to be severely restricted. This view is further supported
by the absence of a requirement that the senior secured lenders
obtain a "Fair Value" opinion for any sale of the business or
individual subsidiaries in the event that they enforce their
security.

Jefferson Smurfit is currently the largest European based
integrated manufacturer of containerboard, corrugated containers
and other paper-based packaging products, with operations in
Europe, Latin America, the United States and Canada. During the
first half of the fiscal year to June 30 2003 ("1H03"), the
company generated EBITDA of EUR331m on net sales of EUR2,396m,
compared with EBITDA and net sales of EUR288m and EUR2,363m during
the same period the previous year.

These ratings were initiated by Fitch as a service to users of its
ratings and are based on public information.


JP MORGAN: Fitch Cuts Ratings on Two Series 1998-C6 Classes to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of J.P. Morgan Commercial Mortgage Finance Corp.'s
mortgage pass-through certificates series 1998-C6, and removed
three from CreditWatch with negative implications. At the same
time, ratings are affirmed on six other classes from the same
transaction.

The 'D' ratings on the class G and H certificates reflect
cumulative and ongoing interest shortfalls that are not expected
to be paid back in the near term. The remaining lowered ratings
reflect potential further interest shortfalls associated with
several assets. The affirmed ratings are adequately supported at
existing credit enhancement levels.

According to the special servicer, CRIIMI MAE Services L.P., there
are four specially serviced loans ($56.1 million, 8% of the loan
pool). All four loans are over 90 days delinquent. The remaining
loans in the pool are current. Details are as follows:

     -- The ninth-largest loan in the pool, at $25.8 million,
        secured by a 203,761-sq.-ft. retail property in Honolulu,
        Hawaii. The loan was transferred to special servicing in
        May 2003. Upon the expiration of the lease in May 2003,
        Costco (131,607 sq. ft., 65%) vacated. As of Sept. 30,
        2003, occupancy was 27% with no prospective tenants. The
        loan is subject to a breach claim lawsuit between CRIIMI
        MAE, representing the trust, and JPMorganChase, the
        issuer, regarding the lease expiration for the property.
        The prospectus stated the Costco lease expired in 2008 as
        opposed to the actual lease expiration in 2003. An
        appraisal is expected in the first quarter of 2004.

     -- A 110,147-sq.-ft. office building in Reston, Va. secured
        by a loan for $14.3 million. The loan was transferred to
        special servicing in Jan. 2003. Upon lease expiration in
        August 2002, the sole tenant (U.S. General Services
        Administration) vacated. There are no prospective tenants.
        A note sale offer was accepted by CRIIMI MAE and is
        expected to fund by March 2004.

     -- A loan for $9.0 million secured by a 99-room hotel
        property in San Mateo, Calif. The loan was transferred to
        special servicing in August 2003. The hotel was 100%
        leased to United Airlines, which filed for bankruptcy and
        terminated its lease in July 2003. The borrower closed the
        hotel in August 2003. The borrower is currently
        negotiating a long-term lease with an area developer. An
        appraisal reduction amount estimated at $6.5 million is
        expected in the first quarter of 2004.

     -- A $7.0 million loan secured by a 1,080,260-sq.-ft.
        refrigerated warehouse in Dallas, Texas. The loan was
        transferred to special servicing in May 2001, and was
        subsequently deemed a nonrecoverable loan. The property
        suffers from environmental issues related to soil and
        groundwater contamination caused by various activities on
        the property. A Phase II environmental report is in
        process, with an expected completion in the first quarter
        of 2004. Current advances are $1.8 million and severe
        losses are expected on the loan depending on the extent of
        environmental damage.

The master servicer, Midland Loan Services Inc., reported a  
watchlist of 17 loans, with an aggregate principal balance of
$118.4 million (17%). The majority of the loans are on the
watchlist due to occupancy issues, lease expirations or low net
cash flow debt service coverage ratio levels.
     
Of particular note, is the fifth-largest loan in the pool, at
$33.4 million, which is secured by a portfolio of 11 multifamily
properties, with 1,835 units in the greater Greensboro, N.C. area.
The portfolio has performed poorly due to regional and macro
economic factors. Specifically, there were significant industry
layoffs in the immediate area as well as a favorable home-buying
environment. Both factors contributed to a June 30, 2003
portfolio-level DSCR and occupancy of 0.89x and 76%.

As of Dec. 15, 2003, Midland reported that the trust collateral
consisted of 83 loans, with an outstanding principal balance of
$699.1 million, down from 91 loans totaling $796.4 million at
issuance. Midland reported financial information for 98% of the
pool. Standard & Poor's calculated the DSCR for the current pool
increased to 1.75x, up from 1.54x at issuance. The current top 10
loans have an aggregate outstanding balance of $388.4 million
(56%). The weighted average DSCR for the top 10 loans increased to
1.97x, up from 1.66x at issuance.
     
The pool is geographically diverse, with collateral in 25 states.
Geographic concentrations are in Virginia (23%), California (15%),
and New Jersey (10%). Property type concentrations are office
(31%), multifamily (23%), retail (18%), and hotel (15%), with the
balance of the loans secured by industrial and senior housing
properties.
     
Standard & Poor's stressed various loans in its analysis and the
resultant credit enhancement levels adequately support the rating
actions.
   
      RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
          J.P. Morgan Commercial Mortgage Finance Corp.
           Mortgage pass-through certs series 1998-C6
   
                Rating
     Class   To         From           Credit Enhancement (%)
     F       B-         BB/Watch Neg                    5.70
     G       D          B/Watch Neg                     2.85
     H       D          CCC/Watch Neg                   1.99
    
                        RATINGS LOWERED
   
          J.P. Morgan Commercial Mortgage Finance Corp.
           Mortgage pass-through certs series 1998-C6
   
                Rating
     Class   To         From   Credit Enhancement (%)
     D       BBB-       BBB+                   13.67
     E       BB+        BBB-                   11.39
   
                        RATINGS AFFIRMED
   
              J.P. Morgan Commercial Finance Corp.
           Mortgage pass-through certs series 1998-C6
   
     Class   Rating   Credit Enhancement (%)
     A-1     AAA                      33.04
     A-2     AAA                      33.04
     A-3     AAA                      33.04
     B       AA+                      26.20
     C       A+                       20.51
     X       AAA                      N.A.


KAISER ALUMINUM: Selling 90% Valco Interest to Republic of Ghana
----------------------------------------------------------------
Kaiser Aluminum executed a Memorandum of Understanding to sell its
90% interest in Volta Aluminium Company Limited (Valco), which
owns and operates a primary aluminum smelter in Ghana, to the
Republic of Ghana for consideration of between US$35 million and
US$100 million, plus the assumption of all of Kaiser's related
liabilities and obligations.

The MOU contemplates that the transaction will close by April 30,
2004.

The consideration will be paid in 2004 and beyond. During 2004,
assuming the US$35 million minimum consideration, the Republic of
Ghana would pay US$7 million in cash to Kaiser and US$18 million
in cash to Valco, thereby reducing Kaiser's funding to Valco. The
remainder of the consideration (a minimum of US$10 million) will
be paid in cash to Kaiser over a five-year period from the closing
date. The Republic of Ghana's obligations to Kaiser will be
guaranteed by the Bank of Ghana.

The transaction is subject to due diligence and a number of
approvals, including by the President or Cabinet of the Republic
of Ghana, the Parliament of Ghana, the Boards of Directors of
Kaiser and of Valco, the U.S. Bankruptcy Court and the lenders
under Kaiser's Post-Petition Credit Agreement. In addition, the
purchase by the Republic of Ghana is subject to Alcoa's right of
first refusal pursuant to Valco's corporate governance
requirements.

Under the terms of the MOU, upon the execution of the MOU and the
payment by the Republic of Ghana of US$7 million into escrow, the
parties will suspend the pending international arbitration. Upon
the closing of the transaction, the parties will dismiss the
arbitration with prejudice.

"Kaiser and Ghana have been friends and business partners for 40
years. Ghana's industrialization in large part began with Kaiser's
commitment to the building of the Akosombo power facility. Kaiser
is pleased that the transaction provides the opportunity for
Valco's majority ownership and economic potential to be
transferred to the people of Ghana," said Kaiser President and
Chief Executive Officer Jack A. Hockema.

Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of fabricated
aluminum products, alumina, and primary aluminum.


KAISER ALUMINUM: Agrees to Terminate Employees' Retirement Plan
---------------------------------------------------------------
Kaiser Aluminum said that it had been notified by the Pension
Benefit Guaranty Corporation (PBGC) that the PBGC intends to
assume responsibility for the Kaiser Aluminum Salaried Employees
Retirement Plan (KRP) as of Dec. 17, 2003.

After appropriate consultation with its advisors, the Unsecured
Creditors' Committee, the Asbestos Claimants' Committee, and
certain other constituents, the company has reluctantly agreed to
the termination of the plan.

The company has stated since the inception of its Chapter 11
reorganization proceedings that pension obligations were one of
the significant legacy factors that would have to be addressed
during the reorganization process. Further, the company has stated
that it did not expect to make any pension contributions in
respect of its domestic pension plans during the pendency of the
cases because it believes that virtually all of such amounts are
pre-petition obligations. In addition, the company also has
previously stated that termination of the pension plans was a
possibility.

The PBGC action does not address seven other defined benefit plans
sponsored by the company and thus does not resolve all the
pertinent issues surrounding the company's material pension
obligations. As previously disclosed, the company is discussing
modification or termination of hourly retiree benefits pursuant to
collective bargaining with the appropriate union representatives.

Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of fabricated
aluminum products, alumina and primary aluminum.


KLEAN EARTH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Klean Earth Environmental Company
        dba KEECO
        12600 4th Ave W-11-I
        Everett, Washington 98204
                
Bankruptcy Case No.: 03-26025

Type of Business: The Debtor is a supplier of specialized chemical
                  reagents and treatment systems "for the
                  treatment of heavy metals". See
                  http://www.keeco.com/for more information

Chapter 11 Petition Date: December 16, 2003

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Stuart P. Kastner, Esq.
                  Montgomery, Purdue, Blankinship & Austin PLLC
                  701 5th Avenue #5800
                  Seattle, WA 98104
                  Tel: 206-682-7090

Total Assets: $2,017,983

Total Debts:  $5,456,237

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
John Marble                   Consulting Services     $1,883,000
PO Box 20141
Seattle, WA 98204

Jimmie Andrews                Personal (non-bank)     $1,061,450
12600 4th Ave., W-11-I        Loan
Everett, WA 98204

Marble Partnership            Personal (non-bank)       $312,071
727 3rd Ave.
San Francisco, CA 94118

Universal Aerospace Co.,      Personal (non-bank)       $220,000
Inc.                          Loan

Interaction                   Alleged marketing         $150,000
                              Assistance

James Roma                    Personal (non-bank)       $125,918
                              Loan

Jimmie Andrews                Back Wages                $125,171

James Hensch                  Back wages                $101,920

James Roma                    Personal (non-bank)       $100,000
                              Loan

Jimmie Andrews                Personal (non-bank)       $100,000
                              Loan

Steve Breda                   Personal (non-bank)       $100,000
                              Loan

James Roma                    Personal (non-bank)        $80,569
                              Loan

Paul Pedersen                 Back wages                 $73,884

William Anderson              Back wages                 $73,694

Paul Cullman                  Personal (non-bank)        $64,653
                              Loan

James Roma                    Back wages                 $53,709

Maret Partnership             Personal (non-bank)        $47,489
                              Loan

Henry Ackermann               Back wages                 $47,446

Sherman Leach                 Back wages                 $45,066

Susan Wiechmann               Personal (non-bank)        $38,528
                              Loan

LANDMARK III CDO: S&P Rates Class B-2L Notes at BB
--------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Landmark III CDO Ltd./Landmark III CDO Corp.'s $295.1 million
notes.

Landmark III CDO is a CLO backed primarily by loans.

The ratings are based on the following:

     -- Adequate credit support provided in the form of
        overcollateralization, subordination, and excess spread;

     -- Characteristics of the underlying collateral pool,
        consisting primarily of non-investment-grade senior
        secured loans;

     -- Scenario default rates of 32.4% for the class A-1L notes,
        32.4% for the class A-1LA notes, 32.4% for the class A-1LB
        notes, 28.1% for the class A-2L notes, 24.0% for the class
        A-3L notes, 21.3% for the class B-1L notes, and 15.7% for
        the class B-2L notes; and break-even loss rates of 37.8%
        for the class A-1L notes, 37.8% for the class A-1LA notes,
        37.8% for the class A-1LB notes, 34.3% for the class A-2L
        notes, 28.8% for the class A-3L notes, 24.5% for the class
        B-2L notes, and 22.6% for the class B-2L notes;

     -- Weighted average rating of 'BB-';

     -- Weighted average maturity for the portfolio of 5.11 years;

     -- S&P default measure of 3.01%;

     -- S&P variability measure of 1.80%; and

     -- S&P correlation measure of 1.1918.

Interest on the class B notes may be deferred up until the legal
final maturity of January 2016 without causing a default under
these obligations. The ratings on the notes, therefore, address
the ultimate payment of interest and principal.
     
                         RATINGS ASSIGNED

          Landmark III CDO Ltd./Landmark III CDO Corp.
   
               Class    Rating    Amount (mil. $)
               A-1L     AAA                 82.00
               A-1LA    AAA                124.00
               A-1LB    AAA                 31.00
               A-2L     AA                  16.50
               A-3L     A-                  19.70
               B-1L     BBB                 14.15
               B-2L     BB                   7.75


MEDICAL ASSURANCE: S&P Lowers and Withdraws Low-B Ratings
---------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its
counterparty credit and financial strength ratings on Medical
Assurance of West Virginia Inc., to 'BB' from 'A-' and assigned a
developing outlook.

Standard & Poor's subsequently withdrew the ratings at the
company's request.
     
The ratings on ProAssurance group members Medical Assurance Co.
and ProNational Insurance Co. (A-/Negative/--) are not affected by
this rating action.
     
"The rating action is in response to ProAssurance's announcement
to terminate the 100% quota share arrangement with MAWV," said
Standard & Poor's credit analyst Steve Ader. "Accordingly,
Standard & Poor's now views MAWV as a stand-alone entity that is
nonstrategic to the ProAssurance group." This differs from
Standard & Poor's prior belief that the company was an integral or
core member of the ProAssurance group and therefore assigned the
group rating.
     
The ratings on MAWV were based on a marginal business review,
capital, and earnings profile. The ratings were placed on
CreditWatch developing because of the uncertainties related to the
undefined reinsurance program for 2004 and beyond.


MEMORIAL MEDICAL: Fitch Keeps B Debt Rating on Watch Negative
-------------------------------------------------------------
Fitch Ratings learned that Province Healthcare Company, based in
Brentwood, TN, has agreed to lease Memorial Medical Center, Las
Cruces NM, for a term of 40 years. The City and Dona Ana County
elected officials voted last week to approve Province's proposal.
Fitch currently rates the Medical Center's outstanding series 1996
and 1998 bonds 'B' in the principle amount of $13.5 million and
$44.7 million, respectively. The Bonds are currently on Rating
Watch Negative.

Under the proposal, Province would fund its 40-year lease with an
upfront payment of $150 million. The Medical Center's outstanding
1996 and 1998 bonds would be paid off. The City plans to put the
remaining funds from the proceeds of the lease into a dedicated
fund and use the interest generated for a variety of health-
related projects.

Management confirmed the City and County's approval of Province's
lease proposal and stated that both parties are now in the due
diligence phase. The parties expect to finalize the transaction by
the end of February or early March. Until the transaction is
finalized, Fitch maintains the 'B' rating on the Medical Center's
outstanding bonds. The Rating Watch remains Negative. Should the
transaction be finalized and the outstanding bonds paid off, the
rating is likely to be withdrawn.


METRO HOSPITALITY: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Metro Hospitality Group, LLC
        157 South Mountain Avenue
        Montclair, New Jersey 07042

Bankruptcy Case No.: 03-50910

Type of Business: The Debtor is engaged in Hotel and management
                  services. It provides expertise exclusively to
                  hotels and restaurants worldwide.

Chapter 11 Petition Date: December 19, 2003

Court: District of New Jersey (Newark)

Debtor's Counsel: Stuart Gold
                  Mandelbaum Salsburg et. al.
                  155 Prospect Avenue
                  West Orange, NJ 07052
                  Tel: 973-736-4600
                  Fax: 973-325-7467

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,000 to $500,000

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Thomas Soriero                Loan                       $75,000

Dominick Pandolfo             Loan                       $50,000

Catmandu Engineering          Engineering services       $23,873

Salans New York               Legal Fees                  $9,587

Wiley Maehorn/Sirota          Legal Fees                  $5,477

Morris Nathanson Design       Design fees                 $3,754

True & Associates             Insurance premiums          $3,393


MIRANT CORP: Applauds FERC Settlement for Ancillary Services
------------------------------------------------------------
Mirant issued the following statement from Doug Miller, the
company's senior vice president and general counsel, in response
to the settlement announced today between Mirant and the Federal
Energy Regulatory Commission (FERC) related to the sale of  
ancillary services in California:

     - "As we have clearly stated in the past, Mirant operates by
       the rules. We are confident our actions complied with the
       market rules set by the California Independent System
       Operator (Cal ISO) and by FERC.

     - "Mirant is settling [Fri]day to put this matter behind us
       and avoid the significant investment in time and money
       required to fight this suit. This settlement is not an
       admission of guilt.

     - "FERC Chairman Pat Wood asked that the parties try to
       settle these issues.  Mirant continues working to comply."

Ancillary services are various types of generation capacity held
for contingency purposes, such as the loss of a critical
generation or transmission facility.  Ancillary services act as
replacement reserves for the Cal ISO to operate its system
reliably for the people of California.

This settlement represents a prudent business decision for Mirant.  
Due to the time and expense involved in protracted litigation,
Mirant determined that it would be expeditious to settle the
matter and move on.

Mirant settled with FERC for $3.66 million, which is a fraction of
the approximately $28 million alleged by the California parties in
the original claim made against the company. The settlement is
subject to approval by the Bankruptcy Court.


MIRANT CORP: Brings-In Novack & Macey as Special Counsel
--------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, the Mirant
Debtors sought and obtained the Court's authority to employ Novack
& Macey as their special counsel, nunc pro tunc to July 14, 2003.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that Novack is currently one of the Debtors'
ordinary course professionals.  Based on Novack's increased
involvement in certain of the Debtors' litigation matters, the
firm's monthly billing may exceed the monthly cap applicable to
ordinary course professionals.

According to Ms. Campbell, since December 1, 2000, Novack has
advised the Debtors with respect to a variety of legal issues.  
Specifically, Novack has:

   * represented State Line Energy, L.L.C. in various lawsuits
     regarding fraudulent conveyances against William B. Kelly,
     Midwest Financial Consulting, Family Christian Center, Inc.
     and Steve Munsey;

   * represented Southern Company Energy Marketing, L.P. in an
     arbitration claim against TenFold Corporation for breach of
     contract;

   * represented Mirant employees in response to subpoenas from
     the Securities and Exchange Commission relating to an
     investigation of TenFold Corporation;

   * represented Mirant Americas Energy Marketing, Inc. in a
     contract dispute with Washington Gas & Light;

   * represented Mirant Corporation, Mirant EcoElectrica
     Investments I, Ltd. and Mirant EcoElectrica Finance, Ltd.
     in defending a suit for breach of contract and fraud filed
     by Edison Mission Energy and EME del Caribe;

   * represented Mirant Americas, Inc. in an arbitration dispute
     with Wallula Generation, LLC; and

   * analyzed numerous power purchase agreements and tolling
     agreements for Mirant Americas Energy Marketing, L.P.

More recently, Novack represented the Debtors in connection with
the arbitration of the contract dispute with El Paso Merchant
Energy LP.  In the future, the Debtors may call on Novack to
represent them in non-bankruptcy related matters similar to the
arbitration of the contract dispute with El Paso.

Novack intends to apply to the Court for allowances of
compensation and reimbursement of actual expenses as permitted by
and in accordance with applicable provisions of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure and the Local
Rules and Orders of the Court for all services performed and
expenses incurred postpetition.  Novack will charge the Debtors
its customary hourly rates, which currently range from $103 to
$450 per hour.  These rates are subject to periodic changes in
the ordinary course of business.

Ms. Campbell asserts that it is crucial that Novack be employed
in the Debtors' cases to ensure that they can draw on the firm's
vast knowledge on the cases it is currently handling.  The
Debtors will require Novack to play a role in the Chapter 11
cases to ensure that the Debtors are receiving as much value as
possible and that none of the professionals are "reinventing the
wheel."  Ms. Campbell is concerned that if the employment is not
approved, the Debtors and all parties-in-interest will be
prejudiced by the time and related expense for other counsel to
familiarize themselves with the matters Novack is handling.

Ms. Campbell tells the Court that Novack will not render any
services typically performed by a bankruptcy counsel.  Among
other things, Novack will not ordinarily be involved in the
interfacing with the Court nor will it render services in
connection with the administration of the Debtors' Chapter 11
cases.

Eric Macey, Esq., a partner of Novack & Macey, assures the Court
that the members, counsel and associates of Novack do not have
any connection with or any interest adverse to the Debtors, their
creditors or any other party-in-interest, or their attorneys and
accountants. (Mirant Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MORGAN STANLEY: S&P Ratings on 2 Classes Fall to Lower-B Levels
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of Morgan Stanley Capital I Inc.'s commercial mortgage
pass-through certificates from series 1999-FN1. At the same time,
ratings on two classes are lowered, and ratings on five other
classes are affirmed, all from the same transaction.

The raised ratings reflect the improved operating performance of
the loan pool (year-end 2002 debt service coverage 1.51x, up from
1.40x at issuance) and increased credit support levels. The
lowered ratings reflect the concerns associated with two
delinquent loans ($10.3 million, 1.7% of the loan pool) and the
potential losses associated with three real estate owned
properties ($15.28 million, 2.6% of the loan pool). In addition,
as of November 2003, there were cumulative appraisal reductions
that totaled $10.0 million and cumulative interest shortfalls to
three classes (not rated by Standard & Poor's) that totaled
approximately $1.5 million. As of November 2003, realized losses
totaled $508,518.

The largest REO loan is Magnolia Manors ($7.6 million, 1.3% of
loan pool, with total exposure of $8.0 million), originally
secured by eight health care facilities in Alabama. In February
2000, the loan was transferred to special servicing, and four
facilities were liquidated (Andalusia, Jackson, Brewton, and
Monroeville) for $3.23 million. The proceeds were used to pay
special servicer fees, accrued advances, and interest. As of
November 2003, there were four health care facilities remaining
with 96 rooms located in Alabama. The special servicer, CRIIMI MAE
Services L.P., commenced servicing the remaining four facilities
in February 2002. To date, appraisal reductions total $5.8
million. In June 2003, the remaining four facilities (Jasper,
Valley, Smiths, and Alexander City) were appraised for $3.0
million. The September 2003 average occupancy for the four
facilities was 89%; however, DSC was below 1.0x. The facilities
will be listed for sale in the near future.

The second REO loan is Norcross Extended Stay (formerly Guest
House Inn, $5.7 million, 1.58% of loan pool, total exposure $6.2
million), a 188-room hotel in Norcross, Ga. The property became
REO in June 2003 due to a decline in the industry. To date,
appraisal reductions total $4.2 million. In April 2003, the
property was appraised "as is" for $2.0 million, and "stabilized"
for $2.25 million. CRIIMI MAE is marketing the property for sale.
     
The third REO property is Plantation Acres ($1.9 million, 0.33% of
loan pool, total exposure $2.0 million), a 192-pad mobile home
park in Augusta, Ga. The property transferred to special servicing
in April 2003 due to a decline in operating performance. In June
2003, the property was appraised "as is" for $1.7 million, and
"stabilized" for $2.0 million. CRIIMI MAE has placed a property
manager on site and intends to market the property for sale in the
near future.
     
The ninth-largest loan (Governors Crossing Outlet Center) in the
pool is the 90-plus days delinquent loan ($9.3 million, 1.6% of
the loan pool). The 135,033-sq.-ft. outlet center, built in 1998,
is located in Sevierville, Tenn. (25 miles northeast of Knoxville)
and was transferred to CRIIMI MAE in March 2003 due to payment
default. The property's submarket competition has increased since
issuance, and several leases are scheduled to expire during the
next year. Currently, a receiver is in place at the property
collecting rent. September 2003 occupancy was 88%, down from 90%
at issuance, and year-end DSC was 1.27x, down from 1.30x at
issuance. CRIIMI MAE plans to stabilize the property's occupancy,
and then market the property for sale. The 30-day delinquent loan,
Fairborn Apartments, is now current, and CRIIMI MAE intends to
return this loan to the master servicer, GMAC Commercial Mortgage
Corp., in January 2004.
     
In November 2003, the master servicer, GMACCM, placed 28 loans
($113.65 million, 19.2% of the loan pool) on its watchlist for
various reasons. Twelve loans ($57.12 million) are on the
watchlist because of DSC levels that are below 1.0x. Three top 10
loans are on the watchlist; the second- (Quail Oak Apartments,
located in Tampa, Fla.) and eighth-largest (Ramada Plaza Hotel,
located in San Diego, Calif.) loans are on the watchlist due to
DSC levels that are below 1.0x. The third-largest loan (Crown
Colony Office, located in Quincy, Mass.) is on the watchlist due
to near-term lease expirations of its top three tenants; GMACCM
recently advised Standard & Poor's that one of the three tenants
did renew its lease.

As of November 2003, the loan pool balance was $590.43 million
with 164 loans, down from $632.09 million with 166 loans at
issuance. The loan pool has nine different property types that
exceed 10% concentration; retail (20%), office (18%), multifamily
(15%), mobile home park (15%), and lodging (13%); and 33% of the
properties are located in California.
     
Standard & Poor's stressed the specially serviced loans and
watchlist loans in its analysis, and the stressed credit
enhancement levels adequately support the rating actions.
    
                        RATINGS RAISED
   
               Morgan Stanley Capital I Inc.
     Commercial mortgage pass-thru certs series 1999-FNV1
   
                      Rating
          Class   To           From   Credit Support (%)
          B       AAA           AA              26.68
          C       AA            A               22.13
          D       AA-           A-              19.99
          E       BBB+          BBB             14.90
   
                       RATINGS LOWERED
   
               Morgan Stanley Capital I Inc.
     Commercial mortgage pass-thru certs series 1999-FNV1
   
                      Rating
          Class   To           From   Credit Support (%)
          K       B            B+                  4.73
          L       B-           B                   3.66
   
                      RATINGS AFFIRMED
   
               Morgan Stanley Capital I Inc.
     Commercial mortgage pass-thru certs series 1999-FNV1
        
               Class   Rating     Credit Support (%)
               A-1     AAA                   32.30
               A-2     AAA                   32.30
               G       BB+                    9.01
               H       BB                     7.68
               X       AAA                     N/A


MORGAN STANLEY: Fitch Ups BB/B Ser. 1998-XL1 Note Class Ratings
---------------------------------------------------------------
Fitch Ratings has upgraded Morgan Stanley Capital I Inc.'s
commercial mortgage pass-through certificates, series 1998-XL1, as
follows:

     --$46.3 million class C to 'AAA' from 'AA+';
     --$64.8 million class D to 'AA+' from 'A+';
     --$46.3 million class E to 'A' from 'BBB';
     --$11.7 million class F to 'BBB+' from 'BBB-';
     --$30 million class G to 'BBB+' from 'BBB-';
     --$27.8 million class H to 'BBB-' from 'BB';
     --$13.9 million class J to 'B+' from 'B'.

Fitch also affirms the following classes:

     --$60 million class A-1 'AAA';
     --$102 million class A-2 'AAA';
     --$393.2 million class A-3 'AAA';
     --Interest-only class X 'AAA';
     --$13.9 million class B 'AAA'.

The upgrades are due to the repayment of the $59.5 million
Glenborough portfolio loan (6.4% of the transaction's cut-off date
balance) in December 2002, the defeasance of the Hotel Del
Coronado loan (18.3% of the transaction's current principal
balance) on Dec. 18, 2003, and the defeasance of the Wells Fargo
Tower loan (16.1%) in July 2003. No loans are in special
servicing. All but two of the ten loans are performing better than
Fitch underwritten expectations.

The certificates are currently collateralized by eight remaining
mortgage loans (66.2%) on 70 properties, and the two defeased
loans described above (34.4%) secured by U.S. government
treasuries. The weighted-average stressed debt service coverage
ratio for the 8 comparable mortgage loans has increased to 1.72
times from 1.42x at issuance.

The Center America Pool loan, the largest in the pool (18.9%), is
secured by 43 anchored neighborhood shopping centers located in
Texas, with twelve different grocery chain anchors. The pool's
stressed DSCR for year-end 2002 was 1.66x, compared to 1.60x for
YE 2001 and 1.37x at issuance. The pool's average occupancy as of
June 30, 2003 was 88.3%, compared with 92.3% at YE 2002, 89.6% at
YE 2001 and 91.7% at issuance.

Fitch has concerns with the retail concentration (45%),
particularly with two loans in which the retail collateral
performance has deteriorated since issuance. The Charlestowne Mall
loan (5.9%), secured by a two-level, four-anchor regional mall
located in St. Charles, IL, has in-line shop vacancy of 34%, a
decline from 23% at issuance. The borrower projects a 20% decline
in 2003 mall shop sales from YE 2002, which equates to a 25%
decline from issuance. The loan's YE 2002 stressed DSCR was 1.34x,
compared to 1.25x for YE 2001 and 1.49x at issuance. Fitch will be
monitoring this loan to see whether the recent replacement of the
vacant JC Penney store by Von Maur, a regional upscale fashion
retailer, will have positive effects on the center's performance.

The seven shopping centers collateralizing the Ramco-Gershenson
loan (5.8%) are at 83% economic occupancy as of June 2003, but
physical occupancy is only 73%, compared with 97% occupancy at
origination. Four of the centers, in Wisconsin, Tennessee and
South Carolina, have one or two vacant anchors, either due to
financial difficulties or non-renewal of expiring leases. Of the
nineteen anchor spaces in total for the seven centers, six are
currently vacant. The loan's YE 2002 stressed DSCR was 1.49x
compared to 1.76x for YE 2001 and 1.59x at issuance. In 2003, Wal-
Mart completed or is nearing completion of expansions, at its own
expense, in three properties in which their leases expire in 2008-
2009. The borrower built a new Wal-Mart at Troy Town Center, under
a new lease to 2025, and replaced a vacant anchor at Northwest
Crossing.

The two other retail loans have performed well: West Town Mall
loan (9.4%), secured by a five-anchor super-regional mall in
Knoxville TN, generated a YE 2002 DSCR of 2.17x vs. 1.78x at
issuance. In line occupancy at June 30, 2003 was 92%, the same as
at issuance. The Quail Springs Mall loan (5.2%), secured by a
three-level, four anchor super-regional mall in northern Oklahoma
City, has a YE 2002 DSCR of 2.47x vs. 1.12x at issuance. In line
occupancy at June 30, 2003 was 85%, compared to 80% at issuance.
Overall occupancy is 95%.

The remaining multifamily and office properties have also
improved: the California Acacia pool (8.7% - formerly known as
Magellan) consisting of 11 apartment properties in the Phoenix
area and southern California, generated a YE 2002 DSCR of 1.46x
vs. 1.17x at issuance; occupancy was 91.4% through June 30, 2003,
down from 94% at issuance. For the same periods, the EQR Pool
(6.2%), comprised of five apartment properties in Wisconsin,
Minnesota, and Illinois, had a 1.92x DSCR vs. 1.63x; occupancy was
92.7%, vs. 94% at issuance. The Courthouse Plaza I loan (5.6%)
secured by an office building in Arlington, VA, had a 1.34x DSCR
vs. 1.22x; occupancy was 92.2%, compared to 97% at issuance.

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


NATIONAL CENTURY: Trusts to be Formed Under Second Amended Plan
---------------------------------------------------------------
Under the National Century Financial Enterprises Debtors' Second
Amended Plan of Liquidation, several trusts will be created:

A. Formation of the CSFB Claims Trust

   As of the Effective Date, NPF XII will execute the CSFB Claims
   Trust Agreement, which will designate and identify the CSFB
   Claims Trustee.  The CSFB Claims Trustee will be authorized to
   take all other steps necessary to complete the formation of
   the CSFB Claims Trust.  The CSFB Claims Trust will have all
   duties, powers, standing and authority necessary to implement
   the Plan and to administer and liquidate the Assets of the
   CSFB Claims Trust for the benefit of the holders of beneficial
   interests in the CSFB Claims Trust.

   On the Effective Date, and in accordance with the
   Restructuring Transactions, NPF XII will assign and transfer
   to the CSFB Claims Trust all of its rights, title and interest
   in and to the CSFB Claims and the CSFB Claims Trust Restricted
   SPV Funds Holdback, for the benefit of holders of beneficial
   interests in the CSFB Claims Trust.  The transfers of Assets
   to the CSFB Claims Trust will be free and clear of any liens,
   claims or encumbrances, and no other entity will otherwise
   have any interest, legal, beneficial or otherwise, in any
   Assets upon their assignment and transfer to the CSFB Claims
   Trust; provided, however, that all the Assets will be
   transferred to the CSFB Claims Trust subject to these
   liabilities and obligations, and the CSFB Claims Trust will be
   responsible for satisfying all the liabilities and fulfilling
   all the obligations, like:

      (1) any expenses incurred for the benefit or in connection
          with the operation of the CSFB Claims Trust; and

      (2) any other obligations of the CSFB Claims Trust
          expressly set forth in the Plan.

B. Formation of the Litigation Trust

   As of the Effective Date, the Debtors will execute the  
   Litigation Trust Agreement, which will designate and identify
   the Litigation Trustee.  The Litigation Trustee will be
   authorized to take all other steps necessary to complete the
   formation of the Litigation Trust.  The Litigation Trust will
   have all duties, powers, standing and authority necessary to
   implement the Plan and to administer and liquidate the Assets
   of the Litigation Trust for the benefit of the holders of
   beneficial interests in the Litigation Trust.

   On the Effective Date, and in accordance with the
   Restructuring Transactions, the Debtors will assign and
   transfer to the Litigation Trust all of their rights, title
   and interest in and to:

      (1) all Causes of Action other than the Excluded Claims and
          the CSFB Claims; and

      (2) the Litigation Trust Restricted SPV Funds Holdback, for
          the benefit of holders of beneficial interests in the
          Litigation Trust.

   The transfers of Assets to the Litigation Trust will be free
   and clear of any liens, claims or encumbrances, and no other
   entity will otherwise have any interest, legal, beneficial or
   otherwise, in any Assets upon their assignment and transfer to
   the Litigation Trust; provided, however, that all the Assets
   will be transferred to the Litigation Trust subject to the
   these liabilities and obligations and the Litigation Trust
   will be responsible for satisfying all the liabilities and
   fulfilling all the obligations, like:
  
      (1) any expenses incurred for the benefit or in connection
          with the operation of the Litigation Trust; and

      (2) any other obligations of the Litigation Trust expressly
          set forth in the Plan.

C. Formation of the VI/XII Collateral Trust

   As of the Effective Date, NPF VI and NPF XII will execute the
   VI/XII Collateral Trust Agreement, which will designate and
   identify the VI/XII Collateral Trustee.  The VI/XII Collateral
   Trustee will be authorized to take all other steps necessary
   to complete the formation of the VI/XII Collateral Trust.  The
   VI/XII Collateral Trust will have all duties, powers, standing
   and authority necessary to implement the Plan and to
   administer and liquidate the Assets of the VI/XII Collateral
   Trust for the benefit of the holders of beneficial interests
   in the VI/XII Collateral Trust.

   On the Effective Date, and in accordance with the
   Restructuring Transactions, the Debtors will assign and
   transfer to the VI/XII Collateral Trust all of their rights,
   title and interest in and to any Assets of NPF VI and
   NPF XII encumbered by the liens of the Indenture Trustees.  
   The transfers of Assets to the VI/XII Collateral Trust will
   be free and clear of any liens, claims or encumbrances, and no
   other entity will otherwise have any interest, legal,
   beneficial or otherwise, in any Assets upon their assignment
   and transfer to the VI/XII Collateral Trust; provided,    
   however, that all the Assets will be transferred to the VI/XII
   Collateral Trust subject to these liabilities and obligations,
   and the VI/XII Collateral Trust will be responsible for
   satisfying all the liabilities and fulfilling all the
   obligations, like:

      (1) any Allowed Administrative Claims or Priority Claims
          that have not been paid;

      (2) except for expenses incurred in connection with the
          operation of the other trusts established by the Plan,
          any post-Effective Date expenses necessary or
          appropriate in respect of consummation of the Plan and
          winding up of the Debtors' Estates;

      (3) any expenses incurred for the benefit or in connection
          with the operation of the VI/XII Collateral Trust; and

      (4) any other obligations of the VI/XII Collateral Trust
          expressly set forth in the Plan.

D. Formation of the Unencumbered Assets Trust

   As of the Effective Date, the Debtors will execute the
   Unencumbered Assets Trust Agreement, which will designate and
   identify the Unencumbered Assets Trustee.  The Unencumbered
   Assets Trustee will be authorized to take all other steps
   necessary to complete the formation of the Unencumbered Assets
   Trust.  The Unencumbered Assets Trust will have all duties,
   powers, standing and authority necessary to implement the Plan
   and to administer and liquidate the Assets of the Unencumbered
   Assets Trust for the benefit of the holders of beneficial
   interests in the Unencumbered Assets Trust.

   On the Effective Date, and in accordance with the
   Restructuring Transactions, the Debtors will assign and
   transfer to the Unencumbered Assets Trust all of their rights,
   title and interest in and to all of their remaining Assets
   other than:

      (1) any Cash and other Assets otherwise designated for use
          or distribution under the Plan;

      (2) the Assets to be transferred to the CSFB Claims Trust
          pursuant to the Plan;

      (3) the Assets to be transferred to the Litigation Trust
          pursuant to the Plan;

      (4) the Assets to be transferred to the VI/XII Collateral
          Trust pursuant to the Plan; and

      (5) any Assets that have been sold or otherwise disposed of
          prior to the Effective Date.

   Notwithstanding any other provision of the Plan, the Assets to
   be assigned and transferred to the Unencumbered Assets Trust
   will include the Debtors' claims and causes of action relating
   to the litigation captioned National Medical Care, Inc., et
   al. v. Home Medical of America, Inc., Homecare Concepts of
   America, Inc., NCFE, Kachina, Inc., Thor Capital Holdings,
   LLC, Chartwell Care Givers of New York, Lance K. Poulsen and
   Craig W. Porter, Civ. Act. 00-1225-J (Sup. Ct. Mass.,
   Middlesex County).

   The transfers of Assets to the Unencumbered Assets Trust will  
   be free and clear of any liens, claims or encumbrances other
   than liens and security interests on and in the Assets
   securing Allowed Secured Claims, and no other entity will
   otherwise have any interest, legal, beneficial or otherwise,
   in any Assets upon their assignment and transfer to the
   Unencumbered Assets Trust.  All the Assets will be transferred
   to the Unencumbered Assets Trust subject to these liabilities
   and obligations, and the Unencumbered Assets Trust will be
   responsible for satisfying all the liabilities and fulfilling
   all obligations, like:

      (1) any Allowed Secured Claims that have not been paid to
          the extent the Claims are secured by liens and security
          interests on and in the Assets transferred to the
          Unencumbered Assets Trust;

      (2) any expenses incurred for the benefit or in connection
          with the operation of the Unencumbered Assets Trust;
          and

      (3) any other obligations of the Unencumbered Assets Trust
          expressly set forth in the Plan.

                       The Trust Agreements

The Trust Agreements generally will provide for, among other
things:

   (1) the payment of reasonable compensation to the Trustees;

   (2) the payment of other expenses of the Trusts, including the
       cost of pursuing the claims assigned to the Trusts;

   (3) the retention of counsel, accountants, financial advisors
       or other professionals and provision for their      
       compensation;

   (4) the valuation of all the Assets transferred to the Trusts
       on the Effective Date;

   (5) the investment of cash by the Trustees within certain
       limitations;

   (6) the preparation of tax returns and other reports of the
       Liquidation for the Trusts;

   (7) the orderly liquidation of the Trusts' assets; and

   (8) the prosecution of the Causes of Action assigned to the
       Trusts, which may include the litigation, settlement,
       abandonment or dismissal of any claims, rights or causes
       of action assigned to the Trusts. (National Century
       Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


NDCHEALTH: Appoints Laurie Glimcher and Steven Shulman to Board
---------------------------------------------------------------
NDCHealth Corporation (NYSE: NDC) appointed Laurie H. Glimcher,
M.D. and Steven J. Shulman to its Board of Directors effective
December 18, 2003, increasing the number of Board members to nine.

Laurie Glimcher is the Irene Heinz Given Professor of Medicine at
the Harvard School of Public Health and Professor of Immunology at
Harvard Medical School.  Dr. Glimcher is board certified in
Internal Medicine and Rheumatology and is an Associate
Rheumatologist at the Brigham and Woman's Hospital.  She is a
Fellow at the American Academy of Arts and Sciences, a member of
both the Institute of Medicine of the National Academy of Sciences
and the National Academy of Sciences, and President of the
American Association of Immunologists.  Dr. Glimcher's numerous
achievements include the Stohlman Memorial Scholar Award from the
Leukemia Society, the FASEB Excellence in Science Award and the
ASCI Outstanding Investigator Award.  She is on the Board of
Directors of Bristol-Myers Squibb and the Waters Corporation.

Dr. Glimcher will serve as a member of NDCHealth's Compensation
and Governance Committees.

Steve Shulman is chairman-elect and chief executive officer of
Magellan Health Services.  Prior to joining Magellan, Mr. Shulman
founded Internet HealthCare Group and served as its chairman and
chief executive Officer from 2000 to 2002.  He is also the former
chairman, president and chief executive officer of Prudential
HealthCare.  Prior to joining Prudential in 1997, Mr. Shulman
co-founded Value Health, Inc., a NYSE specialty managed care
company, where he also served as president of its Pharmacy and
Disease Management Group.  From 1974 to 1986, Mr. Shulman held
various senior positions with CIGNA Healthplans and Kaiser
Permanente.  He is a member of the Board of Directors of
BenefitPoint, Digital Insurance, Lumenos and RealMed. Mr. Shulman
will serve as a member of NDCHealth's Audit, Compensation and
Governance Committees.

"We are pleased to announce the appointments of Laurie Glimcher
and Steve Shulman to NDCHealth's Board of Directors.  Their
diverse business experience will add a broader industry
perspective as well as additional insight to ensure the
disciplined execution of our strategic plan," said Walter Hoff,
chairman and chief executive officer. "We believe that Laurie and
Steve's collective knowledge will also provide a valuable
contribution to enhancing our governance processes as we seek to
expand our leadership position in healthcare information
solutions."

NDCHealth (S&P, BB- Corporate Credit Rating, Stable) is a leading
provider of health information solutions to pharmacy, hospital,
physician, pharmaceutical and payer business.


NEW CENTURY FINANCIAL: Completes Equity Investment in NextAce
-------------------------------------------------------------
New Century Financial Corporation (Nasdaq: NCEN) has closed a
minority equity investment in NextAce Corporation, a company that
has developed new optical title search technology.  New Century
expects to use the software and processes developed by NextAce to
enable New Century and its customers to verify title information
in minutes.

"We are very excited about the technology," said Patrick Flanagan,
President of New Century Mortgage Corporation.  "It will improve
the efficiency of our loan approval process and enhance credit
quality," added Flanagan.

"We are pleased to have New Century as part of our team," said
Mike Armstrong, President of NextAce.  "Their leadership position
in developing and adopting technology for the mortgage industry
will provide us with a depth of knowledge as we improve the
integration of our solutions with mortgage and title insurance
providers," added Armstrong.

NextAce Corporation is a technology company that provides software
and services primarily to the title insurance and mortgage lender
industries. It's Title EDGE process was launched in 2003 to assist
title companies in streamlining the production of preliminary
title reports and commitments. Additional information on NextAce
can be found at http://www.nextace.com/  

New Century Financial Corporation (Nasdaq: NCEN) (S&P, BB- Long-
Term Counterparty Credit and B+ Convertible Senior Notes Ratings)
is one of the nation's largest specialty mortgage companies,
providing first and second mortgage products to borrowers
nationwide through its operating subsidiaries.  New Century is
committed to serving the communities in which it operates with
fair and responsible lending practices.  To find out more about
New Century, visit http://www.ncen.com/


NEW CENTURY FIN'L: Completes Q4 Secondary Marketing Transactions
----------------------------------------------------------------
New Century Financial Corporation (Nasdaq: NCEN) announced that
its secondary marketing subsidiaries have completed their fifth
on-balance sheet asset-backed securitization transaction this year
backed by $1.1 billion of adjustable-rate and fixed-rate mortgage
loans originated by New Century.  

The completion of this security brings New Century's on-balance
sheet portfolio total to $4.9 billion for 2003, which represents
approximately 18% of New Century's total 2003 production, targeted
at $27 billion.

Banc of America Securities LLC was lead manager and, together with
Morgan Stanley, Citigroup and UBS Investment Bank, underwrote the
New Century Home Equity Loan Trust, Series 2003-6 securitization,
which closed today, December 19, 2003.  This security offered 10
rated classes of certificates with a face value of $1.1 billion.

"Completing fiscal 2003 with almost $5.0 billion of portfolio
assets financed by on-balance sheet securitizations will
contribute significantly toward our 2004 EPS target of $7.00 or
higher," said Robert K. Cole, Chairman and CEO.

New Century Financial Corporation (Nasdaq: NCEN) (S&P, BB- Long-
Term Counterparty Credit and B+ Convertible Senior Notes Ratings)
is one of the nation's largest specialty mortgage companies,
providing first and second mortgage products to borrowers
nationwide through its operating subsidiaries.  New Century is
committed to serving the communities in which it operates with
fair and responsible lending practices.  To find out more about
New Century, visit http://www.ncen.com/


NHC COMMS: October 31 Net Capital Deficit Widens to C$6.5 Mill.
---------------------------------------------------------------
NHC Communications Inc. (TSE: NHC), a leading provider of
automated mainframe and cross-connect solutions for the copper-
based telecommunications market, reported its results for
the first quarter of fiscal 2004, ended October 31st, 2003. (All
amounts are expressed in Canadian dollars unless specified
otherwise).

Revenues in the first fiscal quarter of 2004 were $1.23 million
compared to revenues in the fourth fiscal quarter of 2003 of $0.63
million, an increase of 95 percent. Compared to first fiscal
quarter 2003 revenues of $3.06 million, the revenue decline was 60
percent. All of the revenues recognized in the first quarter of
fiscal 2004 were related to shipments to the Company's US ILEC
no. 1 customer.

Most of fiscal 2003 and first quarter of fiscal 2004 shipments
were not yet recognized as revenues as at October 31st, 2003,
since a major customer had not completed the testing of the
Company's new CMS Version 3 software, a UNIX(TM)/Oracle(TM)
element management system which controls the ControlPoint(TM)
robotic main distribution frame. The delivery of this new
software, which was stipulated under the contract's terms, should
be executed during fiscal 2004, at which time the short-term
portion of the deferred revenue of $25.26 million on the Company's
balance sheet will be recorded as revenues together with its
related cost. All of ControlPoint(TM) solutions installed by this
major customer will continue to be controlled by CMS 2.4, NHC's
Windows(TM) based software which uses a LAN/WAN to remotely
control the robotic main distribution frame (MDF), until the
delivery of the CMS Version 3 software.

During the first quarter of fiscal 2004, the Company completed
shipments of $4.03 million to its US ILEC no. 2 customer and,
accordingly, total deferred revenue included in the Company's
balance sheet increased to $26.30 million as of October 31st,
2003, from $22.27 million as of August 1, 2003.

The net loss totaled $1.41 million or a loss of four cents per
share in the first fiscal quarter of 2004. This is an improvement
from the fourth fiscal quarter of 2003, when the Company had a net
loss of $2.47 million or a loss of 8 cents per share.

The net loss in the first fiscal quarter of 2004 compares to a net
loss of $1.86 million or a loss of six cents per share in the
first fiscal quarter of 2003.

Lower spending for all operating expenses in the first fiscal
quarter of 2004 as a result of the implementation of cost-cutting
measures effective April 7, 2003, contributed to a smaller
sequential loss per share.

At October 31, 2003, the Company's balance sheet shows a working
capital deficit of about $7 million, and a total shareholders'
equity deficit of about $6.5 million.

Additional information, as well as the Management's Discussion and
Analysis of the financial results, will be filed shortly with the
relevant securities regulatory authorities and will be available
on the NHC Web site at http://www.nhc.com/

NHC Communications Inc. is a leading provider of products and
services enabling the management of voice and data communications
for telecommunication service providers. NHC's ControlPoint(TM)
solutions utilize a high-performance software driven Element
Management System controlling an automated, true any-to-any copper
cross-connect switch, to enable incumbent local exchange
carriers and other service providers to remotely perform the four
key tasks that historically have required manual on-site
management. These four tasks fundamental to all operations are
loop qualification, deployment and provisioning, fallback
switching and service migration of Voice and Data services
including DSL and T1/E1. Using ControlPoint(TM) NHC's customers
avoid the risk of human error and dramatically reduce labour and
operating costs. NHC maintains offices in Montreal, Quebec; Paris,
France; and Manassas, Virginia. "ControlPoint(TM)" is a trademark
of NHC Communications Inc. NHC may be contacted through its web
site at http://www.nhc.com/


NORTHWEST AIRLINES: Fitch Rates Class D Trust Certificates at B
---------------------------------------------------------------
Fitch rates Northwest Airlines class D Pass-Through Trust
certificates, series 2003-1 as follows:

     --$551,822,000 class D 10.5% pass-through trust
          certificates 'B'.

The class D certificates represent interests in the assets of the
2003-1 Pass-Through Trust, which has acquired a direct or indirect
interest in $551.8 million aggregate principal amount of the notes
secured directly or indirectly by 64 aircraft owned by Northwest
Airlines, Inc.

Fitch's expected rating primarily reflects Northwest Airlines
Inc.'s credit quality, but also reflects the value of the aircraft
securing the equipment notes underlying the class D certificates
and the availability under Section 1110 of the U.S. Bankruptcy
Code.


NUTRAQUEST: Panel Taps Nihill & Riedley as Forensic Accountants
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Nutraquest, Inc.'s chapter 11 case, seeks permission from the U.S.
Bankruptcy Court for the District of New Jersey to retain and
employ Nihill & Riedley, P.C. as accountants.

In its capacity, Nihill & Riedley will:

     a) conduct examinations of the Debtor's corporate
        financial, tax and accounting records to determine
        whether funds have been improperly accounted for and/or
        diverted away from creditors;

     b) identify assets of the Debtor and possible sources of
        recovery;

     c) calculate losses incurred by the Debtor;

     d) conduct investigations and interview witnesses regarding
        the existence and/or the misuse of corporate assets;

     e) trace funds and provide other services necessary to
        recover assets to maximize the estate for the benefit of
        the Debtor's creditors;

     f) assist counsel in the identification of preference
        payments and fraudulent transfers;

     g) provide reports and expert testimony and further assist
        counsel in the litigation to recover funds or damages as
        may appear appropriate to maximize the estate for the
        benefit of the Debtor's creditors;

     h) allocate and distribute remaining assets and proceeds
        from recovery efforts;

     i) conduct such review as may appear appropriate concerning
        the Debtor's Schedules, Statement of Financial Affairs,
        Operating Reports, the work and records of the Debtor
        and the work papers for the Debtor's tax returns and
        financial statements prepared by the Debtor's
        accountants, the acts, conduct, assets, liabilities,
        financial condition and solvency of the Debtor, the
        operation of the Debtor's businesses, any causes of
        action belonging to the Debtor's estate and its
        creditors, and any other matter of significance to the
        Creditors' Committee which may be relevant to the
        Chapter 11 case;

     j) perform such other accounting services as may be
        required by the Creditors' Committee in the Chapter 11
        case and in any related litigation or proceedings.

Nihill & Riedley Staff: Hourly Rates

          Principal           $250 per hour
          Senior Associate    $175 per hour
          Associate           $130 per hour
          Junior Associate    $90 per hour
          Data Specialist     $75 per hour
          Administrative      $35 per hour

The team will be lead by Ricardo J. Zayas, C.P.A. whose hourly
rate is $250.

Headquartered in Manasquan, New Jersey, Nutraquest, Inc. markets
the ephedra-based weight loss supplement, Xenadrine RFA-1. The
Company filed for chapter 11 protection on October 16, 2003
(Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and Simon
Kimmelman, Esq., at Sterns & Weinroth, P.C. represent the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of over
$10 million and estimated debts of over $50 million.


OLD COUNTRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Old Country Masonry, Inc.
        P.O. Box 844
        Stafford, Virginia 22555-0000

Bankruptcy Case No.: 03-15698

Type of Business: The Debtor is a masonry contractor for
                  commercial, industrial or residential
                  services.

Chapter 11 Petition Date: December 19, 2003

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Robert Easterling, Esq.
                  Easterling & Goodall
                  2217 Princess Ann Street Suite 100-2
                  Frederickburg, VA 22401
                  Tel: 540-373-5030

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $ 10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Tax                       $357,662
Special Proceedings
& Insolvency
P.O. Box 10025
Richmond, VA 23240-0000

Virginia Dept of Labor        OSHA claims               $259,309
& Industry
13 South 13th Street
Richmond, VA 23219-4101

Charleston Hospitality Inc.   Hotel expense              $87,372

American Home Assurance Co.   Open account               $72,489

Sunbelt Rentals               Equipment rent             $35,980

Airport Super 8               Hotel expense              $27,554

Days Inn                      Hotel expense              $21,922

Super 8 of Waldorf            Hotel expense              $20,039

Pacheco Manuel                Loan                       $20,000

Best Western of Seaford       Hotel expense              $19,369

Suburban Lodge                Hotel expense              $19,247

Turf Motel                    Hotel expense              $16,956

Commonwealth of Virginia                                 $14,358

Days Inn of Crabtree          Hotel expense              $13,027

The Breakers Motel            Hotel expense              $12,594

Days Inn of Salisbury         Hotel expense              $12,422

Red Mill Inn                  Hotel expense              $11,440

Terrace Motel                                            $11,222

C&D Concrete                  Trade debt                 $11,213

Super 8 of Midlothian         Hotel expense              $11,209


OM GROUP: Files Form 10-Q and Amends Previously Reported Results
----------------------------------------------------------------
OM Group, Inc. (NYSE: OMG) filed its 2003 third quarter Form 10-Q
with the Securities and Exchange Commission.  In its Form 10-Q the
Company made certain adjustments to the results previously
reported in a press release on October 30, 2003, that increase
third quarter diluted earnings per share to $2.19 per diluted
share from the $1.14 per diluted share as previously announced.

The adjustments include:

     -- The net gain on the sale of the Company's Precious Metals
        business has increased to $62.7 million after-tax versus
        the previously announced gain of $53.7 million after-tax
        due to lower-than-expected expenses associated with the
        transaction. In addition, certain charges previously
        deducted from the gain were reclassified to restructuring
        charges for continuing operations.

     -- The third quarter 2003 restructuring and other charges
        have been reduced to $23.5 million compared to $45.0
        million. The Company determined that a portion of the
        charges are more appropriately related to the earlier
        quarters of 2003 and that inventory previously included in
        the charges has value that can be realized in future
        operations.

     -- Results from continuing operations now include the
        Company's U.S. Fidelity electroless nickel business, which
        has been reclassified from discontinued operations to
        continued operations. This business had an operating loss
        of $6.0 million in the 2003 third quarter, including
        restructuring and other charges of $5.9 million.

The Company will this next week amended Form 10-Qs for the three-
month periods ended March 31 and June 30, 2003.

OM Group, Inc. (S&P, B+ Corporate Credit Rating, Stable) is a
leading, vertically integrated international producer and marketer
of value-added, metal-based specialty chemicals and related
materials. Headquartered in Cleveland, Ohio, OM Group operates
manufacturing facilities in the Americas, Europe, Asia, Africa and
Australia. For more information on OM Group, visit the Company's
Web site at http://www.omgi.com/


OPTION ONE MORTGAGE: Fitch Keeps Watch on BB Class B Note Rating
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Option One
Mortgage Corporation issues:

                    Series MESA 2001-2:

          -- Class A affirmed at 'AAA';
          -- Class M rated 'BBB' is placed on Rating Watch
               Negative;
          -- Class B rated 'BB' is placed on Rating Watch
               Negative.

                    Series 2001-2:

          -- Class A affirmed at 'AAA';
          -- Class M-1 affirmed at 'AA';
          -- Class M-2 affirmed at 'A';
          -- Class M-3 affirmed at 'BBB'.

                    Series 2001-3:

          -- Class A affirmed at 'AAA';
          -- Class M-1 affirmed at 'AA';
          -- Class M-2 affirmed at 'A';
          -- Class M-3 affirmed at 'BBB'.

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations.

The rating action on Series MESA 2001-2, Classes M and B, is taken
due to the level of losses incurred and the high delinquencies in
relation to the applicable credit support levels as of the
November 2003 distribution date.


ORYX TECHNOLOGY: Discloses 43.3% Equity Stake in S2 Technologies
----------------------------------------------------------------
On September 30, 2003, Oryx Technology Corp. announced that its
wholly-owned subsidiary, Oryx Ventures, LLC, made an additional
equity investment of $125,000 in S2 Technologies, Inc., an early-
stage middleware and software tools development company.  This
sale of Series B-1 Preferred Stock to the Company closed on
September 15, 2003. The Company's  voting ownership in S2
Technologies is now approximately 43.3% of all outstanding shares.

                         *     *     *

            Liquidity and Going Concern Uncertainty

In its Form 10-QSB filed with the Securities and Exchange
Commission, Oryx Technology reported:

"Our working capital increased $238,000 or 74% from $323,000 at
February 28, 2003, to $561,000 at August 31, 2003. This increase
is primarily attributed to proceeds of $625,000 from a private  
placement of our common stock in July 2003, partially offset by
cash used for an investment of $200,000 into S2 Technologies
by Oryx Ventures and a net loss from operations during the six
months ended August 31, 2003. Our ratio of current assets to
current liabilities was 3:1 at August 31, 2003 and 3.5:1 at
February 28, 2003.

"Net cash used by operations was $57,000 for the six months ended
August 31, 2003 compared to net cash used in operations  of
$486,000 for the six months ended August 31, 2002. The decrease in
net cash used in operations during the six months ended August 31,
2003 was primarily attributed to higher SurgX royalty revenue from
IRISO and a decrease in operating expenses. Cash used in
operations consisted primarily of operating losses adjusted for
non-cash related items, which include loss on investments,
depreciation.  Net cash used in investing activities was $200,000
and $946,000 for the six month periods ended August 31, 2003 and
2002, respectively, consisting  mainly of investments of $200,000
and $938,000, respectively, in S2 Technologies' Series Preferred  
Stock by Oryx Ventures.

"We do not expect to have any material capital expenditures for
the year ended February 29, 2004.

"As of August 31, 2003 we had an accumulated deficit of
approximately $26.3 million. We incurred net losses of
approximately $2.1 million for the fiscal year ended February 28,
2003 and $1.5 million for fiscal 2002. We expect to continue to
incur net losses and these losses may be substantial. We will need
to generate  substantially higher royalty fees to achieve and
sustain profitability and positive cash flow.

"In February  2003, as a result of the fact that the Company had  
insufficient capital to meet its working capital requirements
through the next twelve months, the opinion of the Company's
independent accountants with respect to the consolidated financial
statements included in the form 10-KSB for the year ended
February 28, 2003 includes an explanatory paragraph indicating
that these matters raise substantial doubt about the Company's  
ability to continue as a going concern.

"In July 2003, the Company successfully consummated the sale of
625,000 shares of its common stock and warrants to purchase up to
an additional 156,250 shares of common stock, resulting in cash
proceeds to the Company of $625,000.

"Management believes that it has sufficient capital to continue  
is business operations through fiscal 2004. However, in the event
the Company fails to meet its projecting operating plan for the
period, it may need additional funding. If the Company requires  
additional capital, there can be no assurance that such
transactions can be effected in time to meet its needs, if at all,
or that any such transaction will be on terms acceptable to the
Company or in the interest of its stockholders."


P-COM INC: Raises Additional Equity and Eliminates $3MM in Debt
---------------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCOM), a worldwide provider of
wireless telecom products and services, announced a series of
transactions that further strengthens the company's financial
position.

P-Com also announced that it has raised approximately $2.8 million
through the issuance of additional Series C Convertible Preferred
Stock and Warrants.  In addition, the company said it has
eliminated $3 million in debt in connection with the acquisition
of the Wave Wireless Networking division of SPEEDCOM Wireless
Corporation.  Approximately $2 million in debt was exchanged for
$2 million in Series D Convertible Preferred Stock of P-Com.

The remaining $1 million in debt was retired by making a $750,000
cash payment to the noteholders.

Complete details related to the terms of the Series C Convertible
Preferred Stock are in P-Com's Form 8-K, filed with the Securities
and Exchange Commission on October 7th, 2003, in connection with
the October 2003 equity-based financing that resulted in gross
proceeds to the company of $11 million.

"We have removed a substantial portion of the debt from our
balance sheet and essentially completed the restructuring
process," said Sam Smookler, CEO of P-Com.  "The restructuring
actions, coupled with our recent success in raising additional
working capital, will allow us to turn our full attention to
growing our business in 2004."

The financial transactions announced culminate a restructuring
program that included the conversion of $21 million in debt into
shares of Series B Convertible Preferred Stock, a substantial
portion of which has recently been converted into shares of P-Com
common stock.

Burnham Hill Partners acted as exclusive placement agent in
connection with Series C Preferred Stock financing and served as
financial advisor to P-Com in connection with the debt reduction
and issuance of Series D Preferred Stock.

P-Com, Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $20 million --
develops, manufactures, and markets point-to-point, spread
spectrum and point-to-multipoint, wireless access systems to the
worldwide telecommunications market. P-Com broadband wireless
access systems are designed to satisfy the high-speed, integrated
network requirements of Internet access associated with Business
to Business and E-Commerce business processes. Cellular and
personal communications service providers utilize P-Com point-to-
point systems to provide backhaul between base stations and mobile
switching centers. Government, utility, and business entities use
P-Com systems in public and private network applications. For more
information visit http://www.p-com.com/  

Burnham Hill Partners, based in New York City, formed in August
2003, is a division of Pali Capital, Inc., a NASD registered
broker dealer. The professionals at Burnham Hill Partners have
extensive experience providing comprehensive financing and
financial advisory services to publicly traded companies with
market capitalizations of up to $250 million. Burnham Hill
Partners' sector expertise includes telecommunications,
electronics equipment and services, network security and software
as well as medical devices and life sciences. For more information
on Burnham Hill Partners, its professionals and deal history call
212-980-2200.


PAC-WEST: Completes Financing Transaction with Deutsche Bank
------------------------------------------------------------
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 the successful
settlement of its previously announced cash tender offer and
consent solicitation and closing of its previously announced $40.0
million debt and equity private placement financing with Deutsche
Bank AG -- London, acting through DB Advisors, LLC, as investment
advisor.

Ravi Brar, Pac-West's CFO, said, "We are very pleased to have
successfully concluded these transactions which we believe have
strengthened Pac-West's financial and competitive positions. We
are also pleased to be partnering with Deutsche Bank, a world-
class strategic partner who shares our vision and endorses our
business model. These transactions are a continuation of the
capital restructuring efforts undertaken over the past two years
to reduce both our total amount and cost of debt. Pac-West has
been at a competitive disadvantage to other telecom providers who
have utilized bankruptcy proceedings to restructure debt loads. We
are proud that we have been able to work with our bondholders and
shareholders to achieve a more competitive capital structure,
which in addition to the most comprehensive network in California,
and industry leading In connection with the tender offer and
consent solicitation, Pac-West purchased $59.0 million in
aggregate principal amount of its Series B 13.5% Senior Notes due
2009. Following settlement of the tender offer and consent
solicitation, Pac-West has been advised by the depositary for the
tender offer and consent solicitation that it has remaining
outstanding about $36.1 mil,oG2/jlts to effect certain proposed
amendments to the indenture governing the Senior Notes. These
amendments to the indenture governing the Senior Notes, which are
now effective, eliminated most of the indenture's principal
restrictive covenants and amended certain other provisions
contained in the indenture.

The financing transaction involved the purchase by Deutsche Bank
of a floating rate, pay-in-kind senior secured note in the
principal amount of $40.0 million, which will mature in 2006 but
is extendable for up to an additional 18 months at the option of
Deutsche Bank. The note, which is secured by Pac-West's assets,
will accrue interest at a rate equal to LIBOR plus 50 basis
points. In addition, in the connection with the financing, Pac-
West has granted to Deutsche Bank 3-year warrants to purchase
26,666,667 million shares of Pac-West's common stock at an
exercise price of $1.50 per share, the issuance of which were
approved by Pac-West's shareholders at a special meeting of the
shareholders held on December 18, 2003. If Deutsche Bank extends
the maturity date of the senior secured note, the term of the
warrant will be extended to the same date. In addition, Pac-West
granted to Deutsche Bank certain registration rights in connection
with the issuance of the warrants.

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.

The tender offer and consent solicitation were made solely by
means of the Offer to Purchase and Consent Solicitation Statement,
dated October 30, 2003, as supplemented by the Supplement to Offer
to Purchase and Consent Solicitation Statement, dated November 17,
2003.

With roughly EUR 851 billion in assets, and approximately 69,300
employees, Deutsche Bank offers its 13 million clients
unparalleled financial services in 76 countries throughout the
world. Deutsche Bank competes to be the leading global provider of
financial solutions for demanding clients creating exceptional
value for its shareholders and people.

Deutsche Bank ranks among the global leaders in corporate banking
and securities, transaction banking, asset management, and private
wealth management, and has a significant private and banking
franchise in Germany and other selected countries in Continental
Europe. For more information, please visit Deutsche Bank's Web
site at http://www.deutschebank.com/  

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, 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."


PACIFIC GAS: S&P Places 'D' Corporate Rating on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'D' corporate credit
rating on regulated electric and gas utility company Pacific Gas &
Electric Co., on CreditWatch with positive implications.
     
San Francisco, Calif.-based PG&E had $10.4 billion of debt as of
Sept. 30, 2003.
     
"The CreditWatch listing reflects the California Public Utilities
Commission's (CPUC) December 18 decision to approve, with
modifications, a compromise plan for the emergence of PG&E from
bankruptcy," noted Standard & Poor's credit analyst David Bodek.
"The reorganization plan reflects terms negotiated by PG&E, the
CPUC's staff, and a consumer activist group, The Utility Reform
Network (TURN). The bankruptcy court must approve the plan
endorsed by the CPUC," he continued.

Assuming that the bankruptcy court concurs with the CPUC, the
commission's decision should pave the way toward strengthening the
utility's credit profile and its emergence from bankruptcy. A key
component of the reorganization plan is the creation of a $2.2
billion regulatory asset that will be deemed to supplement the
utility's rate base for ratemaking purposes. The regulatory asset
will have an equity component on which the utility will earn an
equity return. The regulatory asset will be amortized over nine
years.
     
The use of a regulatory asset construct to augment the rate base
will facilitate the CPUC's establishment of retail electric rates
that can support the debt service on bonds to be issued to
extinguish defaulted obligations. After the utility's emergence
from bankruptcy, the CPUC, PG&E, and TURN may agree to substitute
a bonded securitization for the regulatory asset. The
securitization would provide cash to compensate the utility for
the elimination of the regulatory asset. The substitution may only
occur if it will not impair the utility's credit ratings and will
require legislative action.
     
Under the negotiated reorganization plan, the CPUC has committed
to facilitate the achievement of investment-grade ratings and to
maintain investment-grade ratings, once assigned. The CPUC has
also pledged to provide the utility with an 11.22% ROE until
certain credit ratings are achieved. The CPUC will retain
ratemaking authority throughout the life of the agreement and has
not relinquished its police powers to the bankruptcy court.
     
The utility's credit ratings could rise appreciably on its
emergence from bankruptcy. However, the assignment of investment-
grade ratings on emergence is not a foregone conclusion for PG&E,
and it is unlikely that ratings higher than marginally investment
grade will be assigned.
     
The negotiated reorganization plan provides that the assignment of
investment-grade ratings is a precondition to the plan going into
effect. If investment-grade credit quality cannot be achieved, the
parties would need to waive this prerequisite. Waivers are
contemplated by the agreement.

Standard & Poor's must evaluate the CPUC's final decision on the
reorganization plan and any resulting revisions to the utility's
financial projections. Standard & Poor's assessment of the
reorganization plan and its financial implications will not solely
focus on the utility's direct debt obligations. The evaluation
will also gauge the utility's ability to support the debt and
administrative expenses of its parent, PG&E Corp., whose other
principal subsidiary, National Energy & Gas Transmission Inc.
(NEGT), is also in bankruptcy and is incapable of making
contributions that support its parent's obligations. NEGT was
formerly known as PG&E  National Energy Group Inc.
     
Standard & Poor's analysis will also assess debt and debt service
to be imputed to the utility as a result of fixed obligations
incurred through current and expected power supply contracts. In
particular, PG&E will face heightened exposure to financial and
operational risks, as it assumes increasing responsibility for
securing generation and fuel resources to meet customers' electric
needs as the California Department of Water Resources' electricity
contracts expire.
     
Because TURN has previously commenced legal actions by challenging
the recovery of expenses incurred by PG&E and Southern California
Edison Co. during California's energy crisis, its participation in
the negotiation of the reorganization plan diminishes, but does
not eliminate, the risk of judicial challenges to the CPUC's
reorganization plan decision.


PACIFIC GAS: Will Pay Up to Additional $4MM in Clean-Up Expenses
----------------------------------------------------------------
Pacific Gas and Electric Company sought and obtained the Court's
authority to pay up to an additional $4,000,000 in environmental
remediation-related expenditures in each of calendar years 2003
and 2004, for a total authorization of $26,000,000 per year.

In June 2001, PG&E obtained permission to spend $22,000,000 per
calendar year during its Chapter 11 administration for various
environmental remediation-related activities and programs.

Jeffrey L. Schaffer, Esq., at Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, reiterates the basic purpose and significance of
PG&E's environmental remediation programs.  According to Mr.
Schaffer, PG&E's operations include manufactured gas plant sites,
natural gas gathering system sites, natural gas compressor
station sites, electric transmission and distribution facilities,
steam-electric power plant sites, hydroelectric power plant
sites, nuclear power plant sties and service centers, in addition
to numerous separate parcels of real property and is a tenant
under more than 250 leases.  As a necessary part of its business,
PG&E uses a variety of different hazardous materials in a number
of its sites.  

Mr. Shaffer notes that given the size and nature of PG&E's
business operations, its long operating history, and the many
properties PG&E owns and leases, the cleanup of sites containing
hazardous substances is an ordinary and recurring part of PG&E's
business and will be for many years to come.

Mr. Schaffer represents that, for several reasons, the additional
$4,000,000 for Environmental Remediation Expenditures is
appropriate:

   -- California law is in many respects unclear, and may require
      PG&E to expend considerable resources and time defending
      itself against proceedings brought by governmental agencies
      seeking to force PG&E to investigate and clean up
      contaminated properties with an uncertain outcome of the
      proceedings;

   -- Because many of PG&E's cleanup programs are the subject of
      governmental orders and consent decrees, PG&E's
      non-compliance could result in fines the treatment of which
      in bankruptcy is uncertain;

   -- There is a benefit to the estate in avoiding a prolonged
      work stoppage at its cleanup sites, which could result in
      increased expenditures to the estate down the road;

   -- The amount of funds is relatively modest.  An additional
      $4,000,000 annually in 2003 and 2004 is a mere fraction of
      the existing $22,000,000 annual authorization; and

   -- There are obvious social benefits in allowing PG&E's
      cleanup activities to continue, including the prevention of
      further dispersal of contaminants into the environment.

Dr. Gordon C. Rausser, a Senior Consultant at Charles River
Associates, a consulting company, has spent months reviewing
historical date on site remediation and working with technical
experts on site cleanups to develop the estimated future expenses
of PG&E's environmental remediation program.  Dr. Rausser
prepared and filed with the Court a report on PG&E's anticipated
annual spending on environmental remediation projects and
cleanup-related claims for the years 2003 through 2007.  The
Rausser Report estimates are:

                                       Estimated
             Year                   Future Expenses
             ----                   ---------------
             2003                     $27,500,000
             2004                      25,900,000
             2005                      21,800,000
             2006                      19,610,000
             2007                      30,700,000

The Rausser Report indicates that PG&E's original estimate of
$22,000,000 per year for Environmental Remediation Expenditures
was, on average, lower than the anticipated expenditures. (Pacific
Gas Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service,
Inc., 215/945-7000)    


PARMALAT: Board Meets Later This Afternoon to Determine Next Step
-----------------------------------------------------------------
Parmalat Finanziaria S.p.A. issued a statement yesterday relating
that:

     (1) negotiations with the objective of delaying the execution
         of the acquisition of 18.18% of Parmalat Empreendimentos
         e Administra?ao Ltda are still in progress;

     (2) PricewaterhouseCoopers' investigations on the actual
         composition of the Group's financial assets and
         liabilities are still in progress;

     (3) the Board of Directors which met on December 19 mandated
         the Chairman to inform the judicial authorities of the
         occurrences, making clear to the same authorities the
         Board's commitment to draw up, as soon as possible, the
         plan of action most suited to the current situation,
         while in the meantime assuring the continuity of
         Parmalat's ongoing business.

     (4) The Boards of Directors of Parmalat Finanziaria S.p.A.
         and Parmalat S.p.A. have been called to meet in the late
         afternoon of December 23, 2003;

     (5) the Board of Directors of the controlled company Eurolat
         S.p.A. has been called to meet on December 27, 2003 to
         discuss the appointment of Enrico Bondi as Chairman of
         the company.

Yesterday afternoon Parmalat CEO Enrico Bondi met with the Italian
Industry Minister, Mr. Antonio Marzano.  Mr. Marzano plans to meet
with his cabinet today to discuss modifications of current
corporate crisis procedures with the objective of preserving the
continuity of Parmalat's business.  Mr. Marzano's input is
necessary for Parmalat to enter into a so-called Extraordinary
Administration proceeding under Italian law before a court in
Parma or Milan.  

Alessandro Pedrazzi, Esq., at Jones Day in Milan, relates that an
Extraordinary Administration proceeding is kind of like a U.S.
chapter 11 restructuring, imposes a moratorium on payment of old
debts and would give the company a 14-month breathing spell in
which to propose and negotiate a restructuring plan.  


PARMALAT: S&P Drops Rating to D on Missed Payment of Put Option
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Parmalat Finanziaria SpA and Parmalat SpA to 'D',
reflecting a default, from 'CC', following a missed payment on a
put option due on Dec. 17, 2003.
     
In addition, Standard & Poor's withdrew its ratings on Parmalat
Finanziaria, Parmalat, and related entities.
     
"The reliability of all key information supporting a credit
opinion is now questioned," said Standard & Poor's credit analyst
Hugues De La  Presle, following Friday's press release by Parmalat
indicating that Bank of America has denied the authenticity of a
document used to certify the existence of about ?3.95 billion of
securities and bank deposits, which represented almost all of the
firm's liquidity.
     
On Dec. 18, 2003, Parmalat announced that negotiations were still
in progress over delaying the execution of an approximately $400
million put option to buy out the minority shareholders of its
Brazilian subsidiary Parmalat Emprendimentos e Administracao Ltda.
A portion of the total obligation fell due on Dec. 17, 2003, with
the remainder coming due on Dec. 22, 2003.
     
The missed payment on the due date--which was immediately followed
by the confirmation that the company had hugely misrepresented its
liquidity position, at least over the past year--constitutes a
default under Standard & Poor's criteria.
     
Parmalat announced that Bank of America denied the authenticity of
a document certifying the existence of about Euro 3.95 billion of
bank deposits and securities as of Dec. 31, 2002. The purported
bank confirmation was used by Parmalat's local auditors, Grant
Thornton, for the certification of the 2002 accounts of Bonlat
Financing Corporation, a 100% owned and consolidated Cayman-based
subsidiary of the Parmalat group. This information leaves Standard
& Poor's with no way of substantiating an opinion that Parmalat
could service any of its other financial obligations.

This disclosure also clearly confirms Standard & Poor's previous
opinion that the information provided by Parmalat's top management
and its advisors up to Dec. 5, 2003, dramatically misrepresented
the group's liquidity position.
     
"This situation, compounded by a continued lack of access to
reliable information on the group's exact financial position, has
left Standard & Poor's with no other option than to withdraw all
of its ratings on Parmalat and related entities," Mr. De La Presle
said.


PARMALAT: Fitch Watching 69 Vulnerable CDOs Exposed to Parmalat
---------------------------------------------------------------
As part of its efforts to provide timely performance analytics to
the CDO markets, Fitch has identified 29 tranches from 11 global
public CDOs that may warrant placement of their ratings on Rating
Watch Negative, should a credit event be called on Parmalat.
Twenty-three private transactions are also vulnerable.

Fitch has identified 69 CDOs with exposure to Parmalat.  Total
notional exposure to Parmalat within this universe of CDOs is
greater than EUR700 million equivalent, constituting a mixture of
cash and synthetic exposure, typically held in high yield cash
CBOs and synthetic arbitrage CDOs. Exposure to Parmalat within the
CDOs ranges between around 20 basis points and 5%, with the median
around 1%. The transactions with exposure to Parmalat that have
not been identified as vulnerable to downgrade have sufficient
credit enhancement to absorb the loss assuming a 40% recovery
rate.

If the company were to default on its obligations or if it were to
restructure its debt, Fitch anticipates that these actions,
combined in most cases with the effects of further credit
deterioration elsewhere in the portfolios, would result in a
downgrade being warranted. The extent of any downgrade would
depend on: the size of the exposure to Parmalat; the extent of any
deterioration elsewhere in the reference portfolio; the position
of the notes in the capital structure; and the final recovery
amount. Any default of Parmalat would not in itself be expected to
contribute more than one notch to the downgrade of any note rated
single-A or higher.

Where protection has been bought on Parmalat in the most recently
rated synthetic CDOs, it would have been treated conservatively
within the analysis based on the market information available to
Fitch. This treatment in the original analysis would serve to
mitigate the severity of any required rating action should credit
events be called for Parmalat on these transactions.

As outlined in a recent publication by Fitch, called a "Global
Structured Finance: 2004 Outlook and 2003 Review," despite the
positive impact on CDOs of an improving global credit climate,
High yield CBOs and synthetic arbitrage CDOs continue to be
vulnerable to isolated credit events; a default by Parmalat would
be a clear illustration of this point.

Ratings that may be placed on Rating Watch Negative should a
credit event be called for Parmalat:

                         ANTHEA plc

        --Class B secured floating-rate notes 'A-';
        --Class C 'BB+'.

            BIFROST Investments Limited Series 13

        --Class 5B secured floating-rate notes 'AA';
        --Class 5C secured floating-rate notes 'A';
        --Class 7A secured floating-rate notes 'AAA';
        --Class 7B secured floating-rate notes 'AA';
        --Class 7C secured floating-rate notes 'A';
        --Class 7D secured floating-rate notes 'BBB';
        --Class 10B secured floating-rate notes 'AA';
        --Class 10C secured floating-rate notes 'A';
        --Class 10D secured floating-rate notes 'BBB'.

                         BIFROST Legolas 3

        --Class F secured floating-rate notes 'AA'.

                 BIFROST Investments Ltd Series 7

        --Class B secured floating-rate notes 'AA'.

                          CAESAR 2000

        --Class B secured floating-rate notes 'BB+'.
   
                   CDO Master Investments 2

        --Class B - Series 1 secured floating-rate notes 'AA';
        --Class C - Series 1 secured floating-rate notes 'BBB-'.

                         CYGNUS 2001

        --Class B secured floating-rate notes 'AA';
        --Class C secured floating-rate notes 'A'.
   
                           ILIAD 2

        --Class B secured floating-rate notes 'AA';
        --Class C secured floating-rate notes 'BBB-'.

                           TAGUS 2

        --Class A-1 secured floating-rate notes 'AAA';
        --Class A-2 secured floating-rate notes 'AAA';
        --Class B secured floating-rate notes 'AA';
        --Class C secured floating-rate notes 'A'.

                       VINTAGE CAPITAL

        --Class A-1 secured floating-rate notes 'AA+';
        --Class A-2 secured floating-rate notes 'AA+';
        --Class B secured floating-rate notes 'BB+';
        --Class C secured floating-rate notes 'CCC'.

                     EIRLES 4 Series 42

        --Series 42 secured floating-rate notes 'A'.


PARR CHEVROLET: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Parr Chevrolet-Pontiac-Oldsmobile, Inc.
        801 N. Center
        P.O. Box 1164
        Archer City, Texas 76351

Bankruptcy Case No.: 03-71083

Type of Business: Auto dealers and sales.

Chapter 11 Petition Date: December 17, 2003

Court: Northern District of Texas (Wichita Falls)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Ronald L. Yandell, Esq.
                  Law Offices of Ron L. Yandell
                  705 Eighth Street, Suite 720
                  Wichita Falls, Texas 76301
                  940-761-3131

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


PARTNER COMMS: Moody's Ratchets Four Low-B Ratings Up a Notch
-------------------------------------------------------------
Partner Communications Ltd., (NASDAQ, Tel Aviv: PTNR, London:
PCCD) announces that Moody's Investors Service upgraded the
ratings of Partner and changed the outlook for all ratings from
stable to positive.

The following ratings are affected:

     -- Senior implied rating upgraded from Ba3 to Ba2
     -- Issuer rating upgraded from B2 to B1
     -- $175 million senior subordinated notes upgraded
          from B2 to B1
     -- Senior bank credit facilities from Ba3 to Ba2

Moody's commented that the upgrade reflects the Company's
continued financial and operational progress since Moody's
previous upgrade in June of 2002.

Earlier this month, Standard & Poor's Ratings Services raised its
long-term ratings for Partner to 'BB-' from 'B+'. At the same
time, the senior unsecured subordinated debt rating was raised by
Standard & Poor's to 'B' from 'B-'. In August 2003, Maalot, the
Israel Securities Rating Company Ltd., strategic partner of
Standard & Poor's, awarded Partner an "A" rating.

Alan Gelman, Partner's CFO, said that the rating awarded the
Company by Moody's, one week after Standard and Poor's raised the
Company's rating, is further evidence of the confidence of the
financial community in the Company's financial strength, its
profitability, steady cash flow, and its debt service
capabilities. Mr. Gelman added that the positive outlook reflects
Moody's opinion that there is potential for further upward rating
pressure over the next twelve-to-eighteen months, depending on the
Company's ability to demonstrate continued financial progress
during its Third Generation rollout and as penetration levels in
the market further approach saturation levels.

Partner Communications Company Ltd. is a leading Israeli mobile
communications operator known for its GSM/GPRS based services and
the development of wirefree applications under the orange(TM)
brand. The Company commenced full commercial operations in January
1999 and, through its network, provides quality of service and a
range of features to over two million subscribers in Israel.
Partner subscribers can use roaming services in 125 destinations
using 280 GSM networks. The Company was awarded a 3G license in
2002. Partner's ADSs are quoted on NASDAQ under the symbol PTNR
and on the London Stock Exchange (LSE) under the symbol PCCD. Its
shares are quoted on the Tel Aviv Stock Exchange (TASE) under the
symbol PTNR. For further information please visit:
http://www.investors.partner.co.il/.
  

PHYAMERICA: Obtains $8-Mill. Loan Facility from R.D. PhyAm Unit
---------------------------------------------------------------
PhyAmerica announced that federal bankruptcy court Judge E.
Stephen Derby approved an $8 million loan facility for PhyAmerica
and its affiliates.

The loan was unanimously supported by PhyAmerica, the Official
Committee of Unsecured Creditors and NCFE, its largest creditor.
The loan was provided by an affiliate of R.D. PhyAm Acquisition
Corporation, which is the court approved purchaser of the
PhyAmerica business.

Charles Goldstein, PhyAmerica's Chief Restructuring Officer, said,
"We are very pleased with the support RDA is providing to
PhyAmerica as it transitions to new ownership. This additional
capital infusion will enable PhyAmerica to promptly close the sale
transaction previously approved by the court."


PHYAMERICA: Court Approves Dresnick-Resurgence $8-Mil. Financing
----------------------------------------------------------------
R.D. PhyAm Acquisition Corporation, a joint venture of Resurgence
Asset Management, LLC and Stephen J. Dresnick, MD, FACEP,
announced that Federal bankruptcy court Judge E. Stephen Derby
signed an order approving its $8 million bridge financing for
PhyAmerica Physician Group and certain of its affiliates.

The loan assures PhyAmerica's financial and operational stability
until the closing of RDA's acquisition of substantially all of the
company's assets, which is expected to occur in mid January 2004.

"The court's approval of this vitally needed bridge financing is a
crucial step toward financial stability for the company. It means
that the company's physicians and employees will be paid on time
and in full," said Dr. Dresnick, who will serve as CEO of the
company when the sale is finalized. "This loan is a demonstration
of our commitment to this industry and to the future of this
company. We believe that this also proves our willingness to use
our substantial capital resources for solving short-term needs as
well as funding future growth opportunities. Our physicians, who
work on the frontlines each day providing medical care to
patients, deserve to know that they will be paid on time,
particularly with the holidays right around the corner. The
company's hospital clients deserve the assurance that there will
be no disruption of critically needed coverage of their facilities
during the busy holiday season and beyond."

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. On December 15, 2003, the court confirmed
the Dresnick-Resurgence venture's reorganization plan for the
company.

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 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.


PINNACLE CBO: Fitch Affirms Junk 2nd Priority Sr. Notes Rating
--------------------------------------------------------------
Fitch Ratings has downgraded the rating on the following class of
notes issued by Pinnacle CBO Ltd., a collateralized bond
obligation backed by US corporate and emerging market bonds and
loans:

   --$74,326,461 senior notes to 'BBB' from 'A+'.

In conjunction with the downgrade, Fitch has removed the
aforementioned notes from Rating Watch Negative and has affirmed
the following class of notes:

   --$72,828,540 second priority senior notes 'C'.

Having exited its revolving period in November 2002, Pinnacle is
currently de-levering in order of seniority. Additionally, the
senior notes have further amortized with diverted interest due to
a breaches in the senior par value test and the second priority
par value test.

However, interest proceeds generated from the performing portfolio
alone are currently insufficient to service the senior note
coupon. This is a result of an interest rate mismatch between
Pinnacle's underlying collateral pool and its issued liabilities,
having 32% floating-rate collateral versus 100% fixed-rate notes.
Absent an interest rate hedge coupled with a low interest rate
environment, Pinnacle continues to be negatively impacted.
Consequently, principal is used to pay any unpaid interest due to
the senior notes after interest proceeds are exhausted. This
practice, using principal to pay interest to the senior notes,
further erodes senior note overcollateralization. This erosion of
principal accompanied by a decline in the credit quality of the
portfolio has prompted the downgrade.

As of the last payment date, the second priority notes have
deferred interest of approximately $16.83 million. The original
note balance of the second priority notes was $56 million.

According to its Nov. 21, 2003 trustee report, Pinnacle's senior
par value test was at 105.8% versus a 129% trigger, and its second
priority par value test was at 60.1% versus a 107% trigger. In
addition, its senior interest coverage test was at 99.1% versus a
142% trigger, and its second priority par value test was at 54.1%
versus a trigger of 113%. As of the same date, the collateral pool
included a par amount of $35.67 million (32.21%) of defaulted
assets.

In reaching its rating actions, Fitch had conversations with
Morgan Stanley Asset Management, the collateral manager, regarding
the portfolio. Furthermore, Fitch reviewed the results of its cash
flow model runs after running several different default timing and
interest rate stress scenarios.

Fitch will continue to monitor this transaction.


PLAINS ALL AMERICAN: Prices 2.5 Million Common Unit Offering
------------------------------------------------------------
Plains All American Pipeline, L.P. (NYSE: PAA) announced the
issuance and sale by the Partnership of 2,500,000 Common Units at
a public offering price of $31.94 per unit.  

UBS Securities LLC is serving as book-running lead manager of the
offering.  In addition, A.G. Edwards & Sons, Inc., Goldman, Sachs
& Co. and Wachovia Capital Markets, LLC are serving as co-managing
underwriters.

Excluding the underwriters' over-allotment option, net proceeds
from the offering, including the general partner's proportionate
capital contribution and expenses associated with the offering,
will be approximately $77.8 million.  The Partnership intends to
use the net proceeds from the offering to repay indebtedness under
its revolving credit facilities and for general partnership
purposes, including potential acquisitions.  The underwriters were
also granted an option to purchase up to an additional 375,000
Common Units.

A copy of the prospectus supplement and related base prospectus
relating to this offering may be obtained from UBS Securities LLC
at 1285 Avenue of the Americas, New York, NY 10019, Telephone 1-
212-713-8802 or from any of the other underwriters.  

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


PORTOLA PACKAGING: Delays Filing Form 10-K for Fiscal 2003
----------------------------------------------------------
The management of Portola Packaging, Inc. is in the process of
completing its financial statements for the fiscal year ended
August 31, 2003. It is anticipated that the statements for the
fiscal year ended August 31, 2003 will be filed within the time
period permitted by an SEC extension. The additional time is
required to incorporate recently compiled data necessary to
complete the filing and to correlate the information to be
presented in the financial statements with information to be
included in additional forms and the pro forma information to be
included in Form 8-K/A that will be filed at or about the same
time.

The Company's net loss for the fiscal year 2003 was approximately
$1,731,000 compared to reported net income of $4,573,000 for
fiscal year 2002.

At August 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $26 million.

Portola Packaging is a leading designer, manufacturer and marketer
of tamper evident plastic closures used in dairy, fruit juice,
bottled water, sports drinks, institutional food products and
other non-carbonated beverage products. The Company also produces
a wide variety of plastic bottles for use in the dairy, water and
juice industries, including various sized high-density bottles, as
well as five-gallon polycarbonate water bottles. In addition, the
Company designs, manufactures and markets capping equipment for
use in high-speed bottling, filling and packaging production lines
as well as manufactures and markets customized five-gallon water
capping and filling systems. The Company is also engaged in the
manufacture and sale of tooling and molds used in the blow molding
industry. For more information about Portola Packaging, visit the
Company's Web site at http://www.portpack.com/


POTLATCH CORP: Names William L. Driscoll to Board of Directors
--------------------------------------------------------------
Potlatch Corporation (NYSE:PCH) announced the election of William
L. Driscoll, 41, to Potlatch's board of directors effective
January 1, 2004.

Mr. Driscoll is Vice President of Strategic Accounts for PACCESS,
a $300 million Portland, Oregon, based provider of paper and
packaging solutions to paper mills, converters and global brands.

Prior to his current position, Mr. Driscoll served as Vice
President, Global Packaging Solutions, for PACCESS from June 2001
to December 2002, and Managing Director, Asian Operations, from
May 1998 to June 2001.

Mr. Driscoll served in a variety of positions with the
Weyerhaeuser Company from 1990 to 1998, including Sales and
Marketing Manager for a joint venture packaging plant between
Weyerhaeuser and SCA in Shanghai, China, and three years as Sales
and Marketing Manager for Weyerhaeuser's bleached paperboard
business.

Prior to Mr. Driscoll's tenure with Weyerhaeuser Company, he
served in the United States Marine Corps.

Mr. Driscoll holds an MA in Management, with a concentration in
Finance and Accounting, from Kellogg School of Management at
Northwestern University and a BA in Economics from Bates College.

Potlatch Corporation (Fitch, BB+ Senior Unsecured and BB Senior
Subordinated Ratings, Negative) is an integrated forest products
company with 1.5 million acres of timberland in Idaho, Minnesota
and Arkansas. Products include lumber, panels, bleached pulp,
paperboard and consumer tissue.


QWEST COMMS: Sets Annual Shareholders' Meeting for May 25, 2004
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) will hold its
next annual stockholders' meeting on May 25, 2004, in Denver,
Colorado.

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- 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, visit the Qwest Web site at http://www.qwest.com/


RAYOVAC CORP: Exchange Offer for 8.50% Senior Sub. Notes Expires
----------------------------------------------------------------
Rayovac Corporation (NYSE: ROV) announced that its offer to
exchange up to $350,000,000 aggregate principal amount of its
registered 8-1/2% Senior Subordinated Notes due 2013 for like
principal amount of its unregistered 8-1/2% Senior Subordinated
Notes due 2013, expired on December 18, 2003.  

At the time of the expiration, subject to confirmation of tenders
sent via the Guaranteed Delivery Procedures, $349,790,000
aggregate principal amount of the old notes had been tendered in
the exchange offer.

Holders with questions about the exchange offer may contact the
exchange agent at:

                    U.S. Bank National Association
                        60 Livingston Avenue
                     Saint Paul, Minnesota 55107
                      Telephone: (800) 934-6802

Rayovac Corporation has filed a registration statement on Form
S-4/A and a prospectus relating to the exchange offer with the
Securities and Exchange Commission (SEC) and has filed other
documents with the SEC which contain important information, all of
which the noteholders are urged to read.  These and other
documents relating to the exchange offer may be obtained for free
at the SEC's Web site -- http://www.sec.gov-- or from Rayovac  
Corporation by directing such request in writing to:  Rayovac
Corporation, 601 Rayovac Drive, Madison, Wisconsin, 53711,
Attention: John Daggett.  

Rayovac Corporation (S&P, B+ Corporate Credit Rating, Stable
Outlook) is a global consumer products company with a diverse
portfolio of world-class brands, including Rayovac, VARTA and
Remington. The Company holds many leading market positions
including: the world's leader in hearing aid batteries; the top
selling rechargeable battery brand in North America and Europe;
and the number one selling brand of men's and women's foil
electric razors in North America. Rayovac markets its products in
more than 100 countries and trades on the New York Stock Exchange
under the ROV symbol.


REDBACK NETWORKS: Gets Nod to Hire Ordinary Course Professionals
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Redback Networks, Inc.'s application to
continue employing the professionals it utilized in the ordinary
course of business.

The Debtor reports that prior to the Petition Date, it retained
the services of certain professionals to provide services in a
variety of discrete matters not directly related to this chapter
11 case, including legal, accounting and consulting services.

After due determination, the Court grants the Debtor an authority
to continue the employment of the Ordinary Course Professionals
postpetition without the necessity of filing formal applications
for employment and compensation by each professional with the
Court. The Debtor believes that it would be unduly burdensome on
the Debtor, the Ordinary Course Professionals and this Court to
require each Ordinary Course Professional to apply separately for
approval of its employment and compensation.

The Debtor wants to employ the Ordinary Course Professionals only
to the extent necessary in connection with the ongoing operations
and to preserve the value of the assets and its estate.

The Debtor is likewise authorized to pay against invoices, on a
monthly basis and without formal application to the Court by any
Ordinary Course Professional, after submission to the an
appropriate invoice setting forth in reasonable detail the nature
of the services rendered after the Petition Date, provided that
such fees does not exceed $254,500 for all Ordinary Course
Professionals.

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.


RELIANCE: Wants Plan-Filing Exclusivity Extended to March 30
------------------------------------------------------------
Reliance Group Holdings and Reliance Financial Services ask U.S.
Bankruptcy Court Judge Gonzalez to further extend their exclusive
periods to file and solicit acceptances of a plan.

Steven R. Gross, Esq., at Debevoise & Plimpton, recounts that the
Bankruptcy Court and the Commonwealth Court approved a Settlement
and related side letter between the Committees and the
Liquidator.  The Settlement resolved the Trust Action, the
Insurance Policy Action and the Bar Date Objection.

The Parties are now able to devote full attention to the
formulation of a plan for the Debtors, which will reflect the
Settlement.  However, Mr. Gross warns that it will take time to
implement the Settlement due to its complexity.  A major sticking
point has been the $433,600,000 in priority claims for
prepetition taxes submitted by the Internal Revenue Service and
other taxing authorities.  The Debtors have a tentative agreement
with the IRS for a refund of about $12,600,000 for 1988-1999.  
The IRS obtained approval of the Settlement and the calculation
of a refund, with interest, from the Joint Committee on Taxation.  
The Debtors are now reviewing the calculation.  If the parties
agree, the IRS will issue the refund and withdraw its proof of
claim.

Mr. Gross informs the Court that the Debtors are contesting the
merits and priority status of various tax claims asserted by New
York State and New York City and are negotiating with the
relevant taxing authorities.  Since these taxing authorities have
not provided a full explanation of their claims, assessing the
tax exposure and negotiating a compromise will require more time.

The Debtors seek a 90-day extension of the Exclusive Periods.  
They want the Exclusive Filing Period extended through March 30,
2004, and the Exclusive Solicitation Period through June 1, 2004.

Mr. Gross assures the Court that the extension will not prejudice
the Debtors' creditors, as the Debtors are continuing to preserve
the estate's assets through conservation and minimal
administrative expenses.  Termination of the Exclusive Periods at
this juncture could harm and prejudice the Debtors' estates.  In
view of the litigious nature of the Debtors' Chapter 11
proceedings, the uncertainty from premature termination of the
Exclusive Periods could have an adverse impact on the Debtors'
Chapter 11 cases.

The Debtors and the Committees are hopeful that a Plan for at
least one of the Debtors will be filed early next year.

                        High River Objects

On behalf of High River Limited Partnership, Leslie H. Scharf,
Esq., at Brown, Rudnick, Berlack & Israels, in New York City,
reminds the Court that the Debtors have held exclusivity for
almost two and a half years.  The Debtors mention that the
judicial approval of the Settlement, which was granted in July
2003, enabled them give "full attention" to a Plan.  However,
that "full attention" still has yielded no Plan.  Instead, it has
spawned two additional requests to extend the Exclusive Periods
and the continued payment of administrative expenses.  Based on
the interim fee applications, the three sets of professionals are
collectively billing about $300,000 per month as the proceedings
languish without a Plan.

"Simply put, these cases are stalled in their tracks," Mr. Scharf
says.

Mr. Scharf contends that, like its eight predecessors, the
Debtors' latest extension request shows no progress toward a
Plan, let alone progress that justifies a further extension of
exclusivity.  The current application makes the unsupported
assertion that resolution of tax claims and the implementation of
the Settlement will require "more time."  However, it has been
more than five months since the Settlement was approved.  With
these issues behind the Debtors, there is nothing to explain the
total lack of progress in formulating a Plan.

The Debtors assert, without supporting detail, that the
resolution of IRS and New York City tax claims and the
"complexity" of the Settlement are holding up a Plan.  These
conclusory and self-serving statements do not meet their burden
of proof to establish "cause" to extend exclusivity again.

The IRS's $433,600,000 claim has been resolved through a proposed
$12,600,000 refund.  The IRS has transmitted a calculation for
the refund, which the Debtors purportedly are "reviewing."  Mr.
Scharf notes that the IRS Settlement is not a new development.  
The Court approved it on September 4, 2002, about 15 months now.

Mr. Scharf asserts that none of the Debtors' excuses comes close
to constituting the requisite "cause."  It is impossible to
understand how a $12,600,000 IRS Refund, when compared to
$1,000,000,000 in assets available in the Debtors' estates --
that is, Cash, NOLs and Section 847 tax refunds -- precludes Plan
formulation.  The Debtors say that the various tax claims are
being assessed and analyzed, but offer no hint as to how long
this will take, or why a Plan cannot be formulated around the
claims.  The Court and other parties-in-interest should not have
to guess why another extension of exclusivity is necessary.  

Mr. Scharf maintains that the Debtors are using the Settlement as
an excuse to maintain exclusivity.  First, the Debtors claimed
that a Plan could not be formulated due to the outstanding
litigation issues with the Liquidator.  Now, the Debtors assert
that an unspecified "complexity" is holding up the Plan process.  
These unsupported and conclusory suggestions of "cause" are
insufficient. (Reliance Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 215/945-7000)     


RESOURCE AMERICA: Reports Improved Operating Results for FY 2003
----------------------------------------------------------------
Resource America, Inc. (NASDAQ:REXI) reported earnings from
continuing operations of $1.4 million or $.08 per common share
diluted and $9.7 million or $.55 per common share diluted for the
fourth quarter and fiscal year ended September 30, 2003,
respectively, as compared to $787,000 or $.04 and $8.4 million or
$.47 for the fourth quarter and fiscal year ended September 30,
2002, respectively.

The Company also reports record revenues for fiscal 2003 of $132.5
million. Included in net income from continuing operations in the
fourth quarter and fiscal year ended September 30, 2003 was a
charge of $543,000 resulting from the termination of the Company's
proposed senior notes offering. Without this charge the Company
would have reported net income of $1.7 million from continuing
operations or $.10 per common share diluted and net income of
$10.1 million from continuing operations or $.58 per common share
diluted for the fourth quarter and fiscal year ended September 30,
2003.

In connection with the Company's early adoption of Financial
Accounting Standards Board's Interpretation 46 "Consolidation of
Variable Interest Entities," ("FIN 46"). The Company has, for the
first time, consolidated certain entities in its real estate loan
business into its financial statements for the fiscal year and
quarter ended September 30, 2003. FIN 46, intended to increase the
transparency of off-balance sheet transactions and structures,
applies to the Company's holding of real estate loans acquired at
discount between 1991 and 1998. Since the Company controls certain
important indicia relating to these loans, including cash flow and
appointment of management, Fin 46 affects the Company's accounting
for these holdings. Fin 46's consolidation criteria are based on
analysis of risks and rewards, not formalities of ownership, and
represent a significant and complex modification of previous
accounting principles.

The adoption of FIN 46 results in a non cash loss of $13.9 million
net of income taxes ($.79 per common shares diluted) from a
cumulative effect of a change in accounting principle in the
fourth quarter and fiscal year ended September 30, 2003. The
adoption of FIN 46 also requires the recording of FIN 46 assets of
$300.9 million and liabilities of $186.6 million at September 30,
2003. For the fourth quarter and fiscal year ended September 30,
2003, the Company reported a net loss of $11.3 million and $2.9
million, respectively. Net loss per common share-diluted was $.64
and $.17 for the fourth quarter and fiscal year ended September
30, 2003.

EBITDDA (earnings before interest, taxes, depreciation, depletion
and amortization) for the fourth quarter and fiscal year ended
September 30, 2003 was $8.5 million and $40.0 million,
respectively, as compared to $6.9 million and $35.7 million for
the fourth quarter and fiscal year ended September 30, 2002,
respectively.

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

At September 30, 2003, the Company managed approximately $2.57
billion of assets in these sectors as follows:

    Energy assets                                $ .52 billion
    Real estate finance assets                   $ .68 billion
    Financial services assets                    $ 1.31 billion
    Equipment leasing assets                     $ .06 billion

Overall Highlights for the Fourth Quarter and Fiscal Year Ended
September 30, 2003 and Recent Developments:

-- The Company has called the remaining $26.2 million of its
   $115.0 million issuance of 12% Senior Notes due 2004 for early
   redemption. This redemption will occur on or before January 20,
   2004. Because of the Company's ability to redeem or repurchase
   this entire issue without the need for refinancing, the Company
   terminated its proposed senior notes offering and charged
   $543,000 to income during the fourth quarter. In addition,
   during the fiscal year ended September 30, 2003, the Company
   repurchased 519,950 shares of its common stock at an average
   price of $8.95 and at a range of $7.70 to $11.75.

-- During fiscal 2003, the Company more than doubled assets under
   management. Managed assets increased from $1.2 billion in 2002
   to $2.6 billion in 2003, an increase of 122% or $1.4 billion.
   The PV 10 value of energy assets under management increased
   from $332.3 million to $464.9 million, an increase of $132.5
   million (40%).

-- The PV-10 estimate of Company owned and managed proved energy
   reserves was $191.4 million at September 30, 2003 as compared
   to $132.5 million at September 30, 2003, an increase of $59.0
   million (45%).

-- The Company's energy division closed one Public and two private
   drilling programs raising a record $66.1 million in partnership
   subscriptions for the fiscal year ended 2003. For calendar year
   2003, fund raising totaled $75.1 million as compared to $51.0
   million in calendar year 2002.

-- EBITDDA from the Company's energy operations was $10.4 million
   and $34.0 million for the fourth quarter and fiscal year ended
   September 30, 2003 as compared to $6.7 million and $26.4
   million for the fourth quarter and fiscal year ended
   September 30, 2002, an increase of $3.7 million (55%) and $7.6
   million (29%), respectively.

-- The Company's financial services division grew explosively
   during the year. In fiscal 2003, the Company closed three
   secured CDO issuances collateralized by a pool of approximately
   $1.03 billion of diversified trust preferred securities.
   Subsequent to September 30, 2003, it closed two additional
   secured CDO issuances collateralized by an additional pool of
   approximately $700 million of diversified trust preferred
   securities. The Company is the co-general partner, co-
   collateral manager and an investor in all issuers. The Company
   is now preparing its sixth CDO offering. Closing is anticipated
   in early 2004 with approximately $400 million of additional
   trust preferred securities.

-- The Company continues to realize cash from its real estate
   finance operations and to expand its real estate asset
   management business. During fiscal 2003, over $9.6 million in
   cash was received from the resolution of three real estate
   loans and in October 2003, more than $36.0 million in cash was
   received from the resolution of four additional loans.

-- In December 2003, the Company entered into an agreement to
   recapitalize its investment in the National Press Building, a
   478,000 square foot, landmark office and retail building
   located in Washington, DC. The sale is expected to close by
   March 31, 2004, subject to customary contractual conditions.
   After expenses, the Company expects to receive proceeds of
   approximately $17.5 million including a $3.5 million note, and
   will retain a 25% investment in the building.

-- The Company closed its first real estate investment
   partnership, SR Real Estate Investors, LP, a joint venture with
   an unaffiliated partner focusing on the acquisition of multi-
   family properties. At September 30, 2003, the partnership had
   raised $20.0 million and acquired four properties with an
   estimated value of $82 million. In addition, the Company
   launched SR Real Estate Investors II, L.P., which is currently
   in the offering stage.


ROYAL CARIBBEAN: Inks Pact to Develop Cruise Port In New Jersey
---------------------------------------------------------------
Royal Caribbean Cruises Ltd. has signed a letter agreement with
the Bayonne Local Redevelopment Authority to construct and operate
a new cruise port facility at the former Bayonne Military Ocean
Terminal in New Jersey. The new facility will serve as a seasonal
homeport to two Royal Caribbean International ships, including one
of the world's largest cruise ships, the 3,114-passenger Voyager
of the Seas, which makes her New York metro area debut in May
2004.

"We are extremely pleased to cement this new relationship as we
expand our presence in the Northeast next year," said Adam
Goldstein, executive vice president, for Royal Caribbean. "We've
found an ideal site on New York Harbor, which provides the space
to comfortably and efficiently handle one of our largest ships. It
is also easily accessible and very convenient for guests coming in
from throughout the New York metro area and the extended
drive-market region, as well as for those arriving by air. All of
this allows us to provide an outstanding embarkation experience
for our guests."

"We are thrilled that Royal Caribbean discovered what a great
place Bayonne is to do business," said Bayonne Mayor Joseph V.
Doria, Jr. "This marks another exciting milestone in the
redevelopment of The Peninsula."

The former Bayonne Military Ocean Terminal, now renamed The
Peninsula at Bayonne Harbor, is a 430-acre, man-made peninsula
that extends into New York Harbor. Future plans for The Peninsula
at Bayonne Harbor call for a vibrant mixed-use waterfront
development comprised of residential, light industrial and office
space, film studios, a riverwalk and extensive recreational and
park areas.

The new cruise port will be located at the northeast corner of the
peninsula, offering unobstructed views of the Statue of Liberty
and the Manhattan skyline. Royal Caribbean will operate out of
existing structures for the immediate future. Long-term plans call
for construction of a new cruise terminal and supporting
facilities. The cruise port will be named in early 2004.

The peninsula is located just off the New Jersey Turnpike,
approximately 15 minutes from the Newark airport. A nearby Light
Rail service connects to both PATH and Amtrak train lines. In
addition, Royal Caribbean is looking into offering ferry service
from Manhattan to the cruise port.

Royal Caribbean will base two ships from the Royal Caribbean
International brand at the new port from May through October 2004.
Voyager of the Seas offers an alternating schedule of five-night
Canada and nine-night Caribbean cruises. Nordic Empress offers
alternating six-night and eight-night Bermuda itineraries. The
company's Celebrity Cruises brand also will return to the area,
with two ships sailing from the New York City Passenger Ship
Terminal in Manhattan. Bookings on all ships are open for sale.

Royal Caribbean Cruises Ltd. (S&P, BB+ Corporate Credit Rating,
Negative) is a global cruise vacation company that operates Royal
Caribbean International and Celebrity Cruises, with a combined
total of 25 ships in service and three under construction. The
company also offers unique land-tour vacations in Alaska, Canada
and Europe through its cruise-tour division. Additional
information can be found on http://www.royalcaribbean.com/   
http://www.celebrity.com/or http://www.rclinvestor.com/   


SAFETY-KLEEN: Hoover Material Wants Approval to File Late Claim
---------------------------------------------------------------
Hoover Material Handling Group, Inc. seeks U.S. Bankruptcy Court
Judge Walsh's permission to assert an administrative and lease
rejection claim against the Safety-Kleen Debtors' estates after
the deadline for filing proofs of claim.  

From September 1993 through June 2003, Hoover leased several
containers to the Debtors to be used to transport chemical agents
for the Debtors and their customers.

The term of the Leases is indefinite, terminating only when the
Debtors return the containers to Hoover under the terms of the
Leases.  The rent under the Leases ranges from $1.15 to $1.50 per
day per container.  The Leases require the return of the
containers to Hoover in "certifiably clean condition."  The
Debtors are responsible to pay cleaning fees at $350 per container
for any container not returned in that condition.  In the event of
loss or destruction of the containers, the Debtors are to pay
liquidated damages ranging from $933 to $1,135 per container.  The
total asset cost of the containers under the Leases is $910,559.

Hoover believes that, notwithstanding what appears to be a
rejection of the Leases, the Debtors continue to use the
containers in the operation of their business.  In fact, the
Debtors signed new Leases after the Petition Date.  The unpaid
rent due under the postpetition Leases to date is $319,970, and
rent continues to accrue.  Hoover contends that the costs of
cleaning any returned containers, or liquidated damages for any
containers not returned, represents an unliquidated postpetition
claim.  These amounts accrue interest at the rate of 1-1/2% per
month.

To date, Hoover complains that the Debtors have not returned any
containers, and indeed, refuse -- despite repeated requests --
even to tell where the containers are.

The Confirmation Order established the deadline for filing
administrative claims several months ago.  Hoover admits receiving
a copy of the Confirmation Order and the Administrative Claims Bar
Date Notice.  However, the Notice was not addressed to any
individual at Hoover, but was instead sent to a lockbox address
used only for the receipt of payments -- not general
correspondence.  Accordingly, Hoover did not discover the Bar Date
information "for some time" after it was received in the lockbox.  
Additionally, the person who discovered the Notice was "a low-
level employee with no experience in legal matters."  At about the
same time as the Notice arrived, Hoover was in the process of
closing the sale of one of its subsidiaries.  Hoover's employees
"were understandably focused on that transaction at that time."

Hoover also complains that the Notice was "drafted in legalese."  
In Few non-lawyers, and few non-bankruptcy lawyers, would be
likely to understand its significance.  Even if Hoover had, the
process of preparing the administrative claim was not easy.  There
are at least six Leases involved, hundreds of containers at
different rental and return values, and hundreds if not thousands
of separate rental payments due.  There is also an ongoing issue
as to how many of the containers, if any, have been returned and
the location of the containers.  Even if Hoover had received the
Bar Date Notice in a timely fashion, it would have been hard
pressed to file its claim by the Bar Date.

Every element of Hoover's claim is of a continuing nature and
arose, at least in part, after the Plan confirmation.  To that
extent, Hoover believes that its claim is not subject to the Bar
Date.  Moreover, Hoover notes that the postpetition Leases are not
"unexpired leases" within the meaning of the Bankruptcy Code and
cannot be rejected.  Therefore, the Plan confirmation did not
result in the rejection of the postpetition Leases and the Debtors
are responsible for all of their obligations under those Leases.

For all of these reasons, Hoover should be permitted to file a
late claim for its damages. (Safety-Kleen Bankruptcy News, Issue
No. 70; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


SALOMON BROS: Fitch Affirms 7 & Lowers 2 Classes from 2 Issues
--------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Salomon
Brothers Mortgage Securities VII, Inc., Mortgage Pass-Through
Certificates:

Salomon Brothers Mortgage Securities VII, Inc., Mortgage Pass-
Through Certificates, Series 1997-HUD1

   --Class A affirmed at 'AAA';
   --Class B-1 affirmed at 'AA';
   --Class B-2 affirmed at 'A';
   --Class B-3 affirmed at 'BBB';
   --Class B-4 downgraded to 'CCC' from 'B'.

Salomon Brothers Mortgage Securities VII, Inc., Mortgage Pass-
Through Certificates, Series 1997-HUD2

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

The rating actions reflect credit enhancement relative to future
loss expectations and the affirmations on the above classes
reflect credit enhancement consistent with future loss
expectations.


SDC INT'L: Considering Options, Including Bankruptcy Filing
-----------------------------------------------------------
SDC International (OTC:SDCN) announced that its Board of Directors
is considering what steps the company might take since its only
operating unit, Czech heavy-duty truck manufacturer, TATRA a.s.,
has been sold to Terex Corporation (NYSE:TEX).

SDC management is in discussions with its counsel and its
auditors, to complete all accounting and legal matters required to
satisfy and become current with respect to its public reporting
obligations under the Securities Exchange Act. The company
believes it will be necessary to file all quarterly and annual
reports before any future activities can be engaged. These filings
would take about 90 days to complete. Management is evaluating
three different scenarios: to find an operating company with which
to merge; to undergo liquidation to its shareholders; or, to
undergo a bankruptcy reorganization. In the event of liquidation,
it is unlikely that after all costs are considered, there would be
any material funds remaining to be disbursed to shareholders.

The Board plans to review management's proposals near the end of
January 2004.


SEL-LEB MARKETING: Extends Loan Agreement Until April 30, 2003
--------------------------------------------------------------
Sel-Leb Marketing, Inc., has signed an extension of its credit
facility with its primary lender, Merrill Lynch Business Financial
Services Inc.

As previously announced, the Company has been in default under its
Merrill Lynch loans, and the facility had terminated.  With the
extension, the facility will expire on April 30, 2004.  Merrill
Lynch has stated that it will not be renewing the facility beyond
that date, and has entered into the extension to allow the company
to locate an alternative financing arrangement.

The Company is examining and considering all available options. If
the Company is unable to obtain adequate alternative financing,
and its available cash is insufficient to satisfy the Company's
obligations to Merrill Lynch, Merrill Lynch would be entitled to
exercise all remedies available to it as a secured lender.  Any
inability to find adequate financing would have a material adverse
effect on the Company, including possibly requiring the Company to
significantly curtail or cease its operations.

Sel-Leb is a company primarily engaged in the distribution and
marketing of consumer products through mass merchandisers,
discount chain stores and food, drug and electronic retailers. The
Company's business also includes marketing and selling products to
be promoted by celebrity spokespersons and sold to mass
merchandise retailers.


SLATER STEEL: Union Rejects Changes to Collective Agreement
-----------------------------------------------------------
Slater Steel Inc., announced that the production and maintenance
union membership at Atlas Stainless Steels voted against changes
to its collective agreement that would provide for labour savings
that are integral to the Company's business plan.

Slater had previously stated that its ability to give effect to
its business plan was contingent on, among other things, achieving
significant labour savings at both Atlas Stainless Steels and
Hamilton Specialty Bar.

The Company said that, due to the fact that such savings have not
been achieved, a hearing before the Ontario Superior Court of
Justice has been scheduled for January 9, 2004. It is expected
that, in the absence of the required labour savings from both
divisions, the Company will be obligated to seek the Court's
approval of an orderly liquidation of both the Atlas Stainless
Steels and Hamilton Specialty Bar facilities.

Approximately 400 hourly and salaried positions at Atlas Stainless
Steels and approximately 430 hourly and salaried positions at
Hamilton Specialty Bar would be impacted. Slater said that it
would work with customers to implement an orderly transition.

The Company also stated that it would continue to operate Sorel
Forge in the normal course of business as it seeks a going concern
sale of that facility.

The Company once again stated that it does not expect that
shareholders will receive any value through this process.

Slater Steel is a mini mill producer of specialty steel products.
The Company's mini mills are located in Fort Wayne, Indiana;
Lemont, Illinois; Hamilton and Welland, Ontario and Sorel-Tracy,
Quebec. The Fort Wayne, Illinois and Welland, Ontario facilities
are in the process of being idled. The Lemont, Illinois facility
is in the process of being sold.

Slater Steel U.S., Inc., filed for chapter 11 protection on June
2, 2003 (Bankr. Del. Case No. 03-11639).  Daniel J. DeFranceschi,
Esq., and Paul Noble Heath, Esq., at Richards Layton & Finger,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets of over $10 million and debts of more than $100
million.


SO. CALIFORNIA EDISON: Applauds Ninth Circuit Court Decision
------------------------------------------------------------
Friday, the Ninth Circuit Court of Appeals affirmed the Oct. 5,
2001, judgment by U.S. District Court Judge Ronald S.W. Lew
approving the settlement agreement between Southern California
Edison and the California Public Utilities Commission that allowed
SCE to recover its procurement-related costs during California's
energy crisis.  

The Utility Reform Network had appealed the judgment.  This action
followed an earlier decision by the Ninth Circuit Court of Appeals
upholding the stipulated judgment on federal law grounds and a
California Supreme Court decision finding that the settlement was
consistent with state law.  

In response, SCE issued the following statement.

"We are pleased the Ninth Circuit has affirmed U. S. District
Court Judge Lew's stipulated judgment approving the settlement
agreement."

An Edison International (NYSE: EIX) (S&P, BB+ Corporate Credit
Ratin, Stable) company, Southern California Edison (Fitch, BB
Unsecured Debt and B+ Preferred Share Ratings, Positive) is one of
the nation's largest electric utilities, serving a population of
more than 12 million via 4.5 million customer accounts in a
50,000-square-mile service area within central, coastal and
Southern California.


SO. CALIF. EDISON: Will Redeem All Outstanding 8-3/8% QUIDS
-----------------------------------------------------------
Southern California Edison intends to redeem all of its
outstanding 8-3/8% Junior Subordinated Deferrable Interest
Debentures, Series A, Due 2044 (the "QUIDS"), on Monday, Jan. 26,
2004, at a redemption price of 100% of the principal amount, plus
accrued interest to the redemption date.

Payment will be made on or after Jan. 26, 2004, upon surrender of
the QUIDS at the offices of the trustee, as follows:

  By U. S. Mail                   By Overnight or Courier Delivery
  Bank One Trust Company, NA      Bank One/CTO
  Corporate Trust Operations      Suite 1-N (OH1-01840)
  P. O. Box 710184                1111 Polaris Parkway
  Columbus, OH 43271-0184         Columbus, OH 43240

The trustee's customer service telephone number is 1-800-346-5153.

An Edison International (NYSE: EIX) (S&P, BB+ Corporate Credit
Ratin, Stable) company, Southern California Edison (Fitch, BB
Unsecured Debt and B+ Preferred Share Ratings, Positive) is one of
the nation's largest electric utilities, serving a population of
more than 12 million via 4.5 million customer accounts in a
50,000-square-mile service area within central, coastal and
Southern California.


SOLUTIA INC: Receives Court Approval of 'First Day' Motions
-----------------------------------------------------------
Solutia Inc. (Pinksheets: SOLUQ) has received interim Court
approval of a $500 million debtor-in-possession (DIP) credit
facility, $350 million of which will replace Solutia's current
senior credit facility.

The Company has also received approval of a number of "first day
motions" from the U.S. Bankruptcy Court for the Southern District
of New York, including authorization to continue paying employee
wages, employee business expenses and obligations under the
Company's self-insured and third-party insured benefit plans, as
well as certain Company-sponsored benefit programs, without
interruption.

"We are pleased with the prompt approval by the Bankruptcy Court
of our 'first day motions,' which, taken together, will enable the
Company to operate without interruption and meet normal business
obligations," said John C. Hunter, chairman, president and chief
executive officer of Solutia. "Moreover, these accomplishments
will allow us to remain focused on serving customers, which is our
top priority."

Hunter said that Solutia's operations worldwide have continued
without interruption and customer needs have been met. "Our
operations in the U.S. and around the world continue to function
normally and we are maintaining our commitment to provide quality
goods and services to our customers," he said.

Additional information on Solutia's Chapter 11 reorganization is
available from the Company's web site, www.Solutia.com , or the
toll free Reorganization Information Line at 1-800-298-2303. The
case has been assigned to the Honorable Prudence C. Beatty under
case number 03-17949 (PCB). Information on the case can also be
obtained on the Bankruptcy Court's Web site with Pacer
registration: http://www.nysb.uscourts.gov/  

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


SOLUTIA INC: Gets Go-Signal to Use Lenders' Cash Collateral
-----------------------------------------------------------
The Solutia Debtors are parties to several prepetition financing
arrangements:

   Financing Arrangement             Amount         Maturity
   ---------------------             ------         --------
   Financing Agreement dated
   as of October 8, 2003          $350,000,000     10/08/2006

   6.72% Debentures under an
   Indenture, dated
   October 1, 1997                $150,000,000     10/15/2037

   11.25% Senior Secured
   Debentures under an
   Indenture, dated
   July 9, 2002                   $223,000,000     07/05/2009

   7.375% Debentures under an
   Indenture, dated
   October 1, 1997                $300,000,000     10/15/2027

In addition, the Debtors are guarantors of 6.25% Notes due
February 14, 2005, EUR200,000,000 outstanding, issued by Solutia
Europe SA/NV under a Fiscal Agency Agreement, dated
February 11, 2000.

On October 8, 2003, the Debtors entered into a financing
agreement for a three-year, $350,000,000 revolving credit
facility led by Ableco Finance LLC, a unit of Cerberus Capital
Management, L.P., Wells Fargo Foothill, Inc., Congress Financial
Corporation, and other syndicate lenders.  The proceeds of the
Existing Credit Facility were partially used to retire the
Debtors' former bank credit facility.   Debtors Solutia Systems,
CPFilms, Monchem International, Solutia Investments and Monchem
are guarantors of the Existing Credit Facility.

The Existing Credit Facility is secured by perfected, first
priority liens on most of the Debtors' working capital assets and
some, but not all, property, plant and equipment assets.  The
collateral securing the Existing Credit Facility does not include
certain assets included among the collateral that had been
pledged to the Debtors' former bank lending group.  The release
of the security interests in certain assets that had once been
pledged to the former bank lenders, combined with the release of
liens pursuant to an amendment to the credit agreement of Astaris
LLC, Debtors' 50/50 joint venture with FMC Corporation, had the
effect of releasing collateral securing the 2037 Debentures, the
Euro Notes and the 2027 Debentures, and causing such debt
instruments to revert from secured debt to unsecured debt.  The
debt instruments had been unsecured when issued, but, as a result
of "equal and ratable" clauses in their indentures, became
secured in 2002 when liens on certain assets were granted to the
Debtors' former bank lending group and to the Astaris lenders.  
When the consummation of the Existing Credit Facility resulted in
the release of those liens, the originally unsecured debt
instruments reverted to their previous unsecured status.  In
addition, the Lien Release had the effect of requiring the
release by the indenture trustee of some, but not all, of the
liens securing the 2009 Debentures.

As of the Petition Date, revolving amounts outstanding under the
Existing Credit Facility totaled $350,000,000, with $150,000,000
available as a subfacility for letters of credit.  As security
for all obligations under the Existing Credit Facility, the
Borrowers granted the Existing Lenders a security interest in
substantially all of their significant real property holdings and
personal property assets, including the stock of certain
subsidiaries, intercompany loans, accounts receivable, domestic
inventories, general intangibles and the proceeds thereof, as
well as the Debtors' facilities and properties located in
Martinsville, Virginia, Springfield, Massachusetts, Trenton,
Michigan and Alvin, Texas and other properties located in St.
Louis, Missouri, Columbia, Tennessee and Foley, Alabama, provided
that the amount of debt secured by liens on the "Four Principal
Properties" and the stock and intercompany loans of certain
subsidiaries are subject to certain limitations.  The Debtors
believe that the Existing Lenders have perfected, first priority
liens in substantially all of the Debtors' assets, subject to
permitted liens under the Existing Credit Facility.

The 2009 Debentures were issued under that certain Indenture,
dated as of July 9, 2002, among SOI Funding Corp., as issuer, and
HSBC Bank, US, as Indenture Trustee.  The claims of the holders
of the 2009 Debentures are secured by junior liens upon and
security interests in all of the Existing Collateral, except the
Principal Properties.  The 2009 Debentures are thus secured by
junior liens in the Cash Collateral as well.

By this Motion, the Debtors sought and obtained interim authority
to continue using the Lenders' Cash Collateral to finance their
day-to-day operations until a debtor-in-possession financing
facility can be put in place on a final basis.  

To adequately protect the Lenders, the Court grants the Existing
Lenders and Existing Agents superpriority administrative expense
claims and senior replacement liens and grants the 2009 Note
Holders and 2009 Note Trustee superpriority administrative
expense claims and junior replacement liens, subject to the terms
of the Amended Restated and Novated Junior Intercreditor
Agreement dated as of October 8, 2003, which remains in full
force and effect pursuant to section 510(a) of the Bankruptcy
Code.  

The Debtors' use of the Lenders Cash Collateral will be limited
to amounts set forth in a 13-Week Budget for the period from
December 19, 2003 through March 5, 2004.  A free copy of that 13-
Week Budget is available at:

     http://bankrupt.com/misc/SolutiaBudget.pdf/
(Solutia Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SOLUTIA INC: Reports 10-15% Price Increase on Nylon Carpet Fiber
----------------------------------------------------------------
Solutia Inc. (Pinksheets: SOLUQ) has announced a price increase on
nylon carpet fiber for the residential carpet market segment.  An
increase of ten to fifteen percent will become effective for
shipments on or after February 1, 2004 on unbranded residential
nylon staple and bulk continuous filament.

"Due to geopolitical factors impacting oil and the regional
factors impacting natural gas in the United States, our costs to
produce nylon fiber have soared this year.  While we have worked
hard to improve productivity and reduce costs, we have not been
able to overcome the raw material and energy cost increases we
have experienced.   Increased prices will help alleviate some, but
not all of the burden of these higher costs," said Brad Hill, Vice
President of Marketing and Business Management for Solutia's
Integrated Nylon Platform.

Solutia -- http://www.solutia.com/-- nylon carpet fiber products  
include Ultron(R) Contract Fibers and Wear-Dated(R) products.


STAGE TRANSPORTATION: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stage Transportation Corp.
        3167 Atlantic Avenue
        Brooklyn, New York 11208

Bankruptcy Case No.: 1-03-26747

Type of Business: Travel Transportation and Driver Services.

Chapter 11 Petition Date: December 16, 2003

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtor's Counsel: John E. Oliva, Esq.
                  Platzer, Swergold, Karlin, Levine,
                  Goldberg & Jaslow LLP
                  1065 Avenue of the Americas
                  New York, NY 10018
                  Tel: 212-593-3000
                  Fax: 212-593-0353

Total Assets: $479,570

Total Debts:  $1,845,223

Debtor's 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Washington Mutual             Note                      $775,000

Board of Education,           Trade                      Unknown
City of New York

NYC Department of             Trade                      Unknown
Transportation

NYC Dept. of Health & Mental  Trade                      Unknown
Hygiene


STOLT OFFSHORE: Proposes Equity Capital Raising Initiatives
-----------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO)
announced:

    * a Private Placement of 34.1m ordinary shares to
      institutional investors which is fully subscribed;

    * an additional 11.4m ordinary shares issued to Stolt-Nielsen
      S.A. in consideration for conversion of $25m of subordinated
      debt;

    * a Subsequent Issue of up to 13.0m ordinary shares to
      shareholders as of December 18, 2003 who were not given the
      opportunity to participate in this Private Placement;

    * subscription price for all the issues to be $2.20 per share;

    * gross proceeds are expected to be $75m from the Private
      Placement and up to $28.6m from the Subsequent Issue;

    * book equity to increase by a minimum of $100m and up to a
      maximum of $128.6m;

    * the Stolt Offshore Board will be calling an extraordinary
      general meeting of shareholders to approve the Private
      Placement and Subsequent Issue;

The Stolt Offshore Board has proposed an equity capital raising in
this form in order to:

    * accelerate the financial restructuring of the company;

    * enhance working capital to satisfy Stolt Offshore's
      commercial needs;

    * establish a capital structure from which to reap the full
      advantages of the strategic and organisational changes under
      the Blueprint.

The closing of the Private Placement will be subject to various
conditions being met by January 20, 2004 including, among others:

    * approval by the Stolt Offshore shareholders;

    * Stolt Offshore having entered into a new bonding facility in
      an amount not less than $150 million;

    * Stolt Offshore having amended certain terms of its existing
      revolving credit facilities, including extending the
      maturity date; and

    * Stolt-Nielsen Board approval for the conversion of
      subordinated debt.

These measures provide a basis for concluding negotiations with
Stolt Offshore lenders.

The Stolt Offshore shares will be traded exclusive of rights from
December 19, 2003. It is anticipated that the Subsequent Issue
will take place before the end of the second quarter 2004. The
subscription rights for the Subsequent Issue will not be tradeable
or transferable.  Shareholders of record as of December 18, 2003
who have not had the opportunity to participate in the Private
Placement, will have the right to subscribe for 0.6 new shares per
existing share held in the Company.

Tom Ehret, Stolt Offshore CEO, said, "This fully subscribed equity
raising is a vote of confidence in the progress Stolt Offshore has
made in recent months, in our strategy and in the commercial
opportunity before us.  Raising equity in this fashion should
allow us to complete our financial restructuring well ahead of
schedule, and will brings us swiftly back to our full competitive
potential in our market place."

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas.


THAXTON GROUP: Committee Signs-Up HGH Associates as Accountants
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Thaxton
Group, Inc.'s chapter 11 cases, asks the U.S. Bankruptcy Court for
the District of Delaware to employ HGH Associates LLP as
Accountants.

HGH Associates will assist the Committee and its counsel in the
investigation of the Debtors' financial affairs and provide other
accounting, financial advisory and valuation services.

Specifically, HGH Associates will:

     a) assist and advise the Committee in its analysis of the
        books and records of the Debtors and the control and
        disposition of its assets;

     b) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtors, the operation of Debtors' business, and the
        desirability of the continuation of such business, and
        any other matters relevant to the case or to the
        formulation of a Plan;

     c) assist and advise the Committee in its analysis of the
        Debtors' Statements and Schedules;

     d) assist the Committee in its investigation and analysis
        of the Debtors' financial operations, related-party
        transactions and accounts, asset recovery potential,
        preference and fraudulent conveyance issues, and other
        relevant issues which affect the maximization of
        recovery for the creditors of the Debtors pursuant to
        Sections 542, 550 and 553 of the Bankruptcy Code;

     e) analysis of financial information prepared by the
        Debtors or its accountants as requested by the Committee
        including, an analysis of the Debtors' financial
        statements as of the date of filing of the petition and
        assessment on behalf of the Committee of the Debtors'
        monthly operating reports and of the numerous
        reorganization issues involved;

     f) analysis of transactions with the Debtors' financing
        institutions and affiliates of the Debtors;

     g) attendance at meetings of the Committee and
        participation in telephonic conferences with members of
        the Committee and/or the Committee's counsel;

     h) review Debtors' proposed Plan and Disclosure Statement;

     i) assist the Committee or Debtors in the formation or
        modification of a Plan;

     j) assist the Committee in the evaluation of a proposed
        sale, if any, and related procedures under Section 363
        of the Bankruptcy Code, including identification of
        potential buyers;

     k) provide litigation support and forensic accounting
        services if requested and required; and

     l) perform such other accounting, consulting and financial
        advisory services as may be required and in the interest
        of creditors as requested by the Committee or counsel to
        the Committee which are in the best interest of the
        creditors.

The professionals primarily engaged in this retention and their
current hourly rates are:

          Peter A. Hoffman           $350 per hour
          David N. Vannort           $275 per hour
          Dean Sellers               $225 per hour
          Lewis A. Weinfeld          $225 per hour
          Gary Gerhards              $200 per hour
          Other Staff                $150 per hour

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.


TITANIUM: S&P Revises Outlook to Stable on Improved Performance
---------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Titanium
Metals Corporation to stable from negative.

In addition, Standard & Poor's affirmed all of its ratings on
Titanium Metals. The outlook revision reflects the company's
improved operating performance because of stabilization in the
company's key end market, commercial aerospace, and benefits from
its increased market share.
     
"The ratings reflect Denver, Colo.-based Titanium Metals Corp.'s
position as an integrated producer of titanium sponge and mill
products and soft end market conditions, partially tempered by
adequate liquidity and very low debt levels," said Standard &
Poor's credit analyst Dominick D'Ascoli.
     
TIMET, with last-12-months' sales of  $370 million, primarily
sells its titanium products to the highly cyclical and mature
aerospace markets.

Aerospace industry sales accounted for 67% of TIMET's 2002
revenue, with commercial and military aerospace volumes of 85% and
15% respectively.
     
Commercial aviation has been severely affected by the Sept. 11,
2001, terrorist attacks, a sluggish global economy, the Iraq war,
and SARS, which has caused deep losses at many airlines. As a
consequence, airplane orders declined over this period. Standard &
Poor's believes aircraft build rates have reached trough levels
and will linger at these levels in 2004, growing slowly
thereafter. The company also slightly benefits from its low
exposure to the improving military aerospace sector.

                        *    *    *  

In December of last year, Standard & Poor's Ratings Services
lowered its preferred stock rating on Titanium Metals Corp. to 'D'
from 'C' after the company deferred dividend payments on its
preferred securities.  Standard & Poor's affirmed its 'B-'
corporate credit rating on the company and said the outlook
remains negative.  

Meanwhile, Moody's rates the 6-5/8% Convertible Preferred
Securities issued by Timet Capital Trust I at Caa2.


TRI-UNION: Obtains Nod to Hire Haynes and Boone as Attorneys
------------------------------------------------------------
Tri-Union Development Corporation, together with Tri-Union
Operating Company, sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of Texas to retain
Haynes and Boone, LLP as Bankruptcy and Corporate Counsel.

Haynes and Boone will:

     a. advise the Debtors of their rights, powers and duties as
        debtors-in-possession continuing to operate their
        businesses and manage their properties and assets;

     b. advise the Debtors with regard to the operation,
        maintenance, and development of their oil and gas
        producing properties;

     c. advise the Debtors concerning, and assist in, the
        negotiation and documentation of financing agreements,
        purchase/sale agreements, and possible debt
        restructurings;

     d. review the nature and validity of agreements relating to
        the Debtors' interests in real and personal property and
        advise the Debtors with respect thereto;

     e. review the nature and validity of liens or claims
        asserted against the Debtors' property and assets and
        advise the Debtors concerning the enforceability of
        those liens or claims;

     f. advise the Debtors with regard to any governmental
        investigations and any compliance matters;

     g. advise the Debtors concerning preference, avoidance,
        fraudulent conveyance, recovery, or other actions that
        they may have to bring for the benefit of the bankruptcy
        estates, whether arising under chapter 5 of the
        Bankruptcy Code or other applicable law;

     h. prepare on behalf of the Debtors all necessary and
        appropriate applications, motions, pleadings, draft
        orders, notices, schedules, and other documents and
        review all financial and other reports to be filed in
        these bankruptcy cases;

     i. advise the Debtors concerning, and prepare responses to
        applications, motions, complaints, pleadings, notices,
        and other papers that may be filed and served in these
        bankruptcy cases;

     j. perform all other legal services for and on behalf of
        the Debtors that may be necessary or appropriate in the
        administration of these bankruptcy cases and operation
        of the Debtors' businesses; and

     k. work with and coordinate efforts among other
        professionals, including special counsels retained by
        the Debtors, to attempt to preclude any duplication of
        effort among those professionals and to guide those
        efforts in the overall framework of the reorganization
        of the Debtors.

The range of current hourly rates charged by Haynes and Boone for
attorneys and other professionals is:

          Partners                     $300 to $550 per hour
          Of Counsel and Special       $235 to $450 per hour
          Associates                   $165 to $360 per hour
          Legal Assistants             $70 to $170 per hour

The primary attorneys and other professionals who will provide
services to the Debtors and their standard hourly rates are:

          Charles A. Beckham, Jr.      $490 per hour
          Patrick L. Hughes            $450 per hour
          JoAnn Lippman                $310 per hour
          Eric Terry                   $340 per hour
          J. Greg McEldowney           $295 per hour
          Catherine Devorel            $175 per hour
          Kenneth J. Rusinko           $170 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.


ULTRASTRIP SYSTEMS: BDO Seidman Resigns as Certifying Accountant
----------------------------------------------------------------
On November 14, 2003, Ultrastrip Systems Inc., was advised by its
certifying accountant for the fiscal years ended December 31, 2002
and December 31, 2001, BDO Seidman, LLP, that they were resigning
as the certifying accountant. The Company's audit committee is
presently preparing to interview other accounting firms to audit
its financial statements for the fiscal year ended December 31,
2003.

The accountants' reports on the financial statements of Ultrastrip
Systems for both of the last two fiscal years contained an
explanatory paragraph in which BDO expressed substantial doubt as
to Ultrastrip Systems' ability to continue as a going concern.

The Company indicates that BDO made the decision to resign and the
Company's Audit Committee and Board of Directors did not
participate in their decision.

During the period of BDO's engagement and through November 14,
2003, BDO issued two management letters to Ultrastrip Systems
advising the Company that it noted several matters involving
internal control that it considered to be material weaknesses,
including the lack of a member in the Company's accounting
department with professional certification in accounting
experience and background, the need for a staff person who is
capable of maintaining internal accounting controls and preparing
the Company's financial statements, and the lack of written
policies to set forth accounting policies, internal controls and
safeguarding of corporate assets. In connection with the issuance
of the management letter BDO reviewed the findings with both the
Audit Committee of the Board of Directors and with the CEO. The
company will authorize BDO to review the findings with the new
certifying accountant if so requested by that new accountant.


UNITED AIRLINES: Proposes Uniform Claims Estimation Procedures
--------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, informs U.S.
Bankruptcy Court Judge Wedoff that thousands of claims have been
filed against the United Airlines Debtors' estates totaling
billions of dollars.  The Debtors and their professionals have
established a detailed strategy to address the large number of
improperly filed and groundless claims.  The Debtors are in the
midst of their claims analysis, reconciliation and objection
process.  As a result of the Omnibus Objections to Claims, many
duplicative claims, redundant claims, superseded claims and other
objectionable claims have been eliminated.  However, a significant
number of contingent, unliquidated or heavily disputed claims
remain.  There are about 1,000 claims outstanding alleging
billions of dollars in liability based on litigation, including 60
claims filed in excess of $1,000,000 each.  There are at least
1,000 more claims that allege liability for trade payables that
are unliquidated and heavily disputed.  

According to Mr. Sprayregen, adjudicating or liquidating these
claims will require an overwhelming number of hours of the
Court's time to prepare for, conduct and rule on potentially
hundreds of claims-objection trials.  It will also drain critical
resources from the Debtors, their Professionals, the Creditors
Committee and the claimholders.  This process could delay the
Debtors' efforts to emerge from bankruptcy.

As a result, Mr. Sprayregen says the Debtors must estimate
certain claims pursuant to Section 502(c) of the Bankruptcy Code.  
Mr. Sprayregen relates that the Debtors and their Professionals
have worked diligently to formulate a procedure to estimate the
Claims for all purposes, including voting and distribution.  The
Procedures envision four different tracks, which address the
varying levels of legal and factual complexity of the Claims.  
The tracks provide guidelines ranging from simple appeals with
documents and oral argument, to complex matters in which the
parties will submit documents and affidavits from up to five
witnesses, cross examine opposing witnesses and present oral
argument for up to three hours.

There are certain claims that are too factually or legally
complex, rendering the proposed Estimation Procedures
insufficient.  In these cases, the Debtors will utilize
alternative Claims Estimation Procedures that enhance the ability
of the Parties to present their positions.

Mr. Sprayregen warns that unless and until certain contingent,
unliquidated and heavily disputed claims are adjudicated, the
Debtors will be restricted from making meaningful distributions
under any Plan.  Otherwise the Debtors will have to fully resolve
the Claims or establish a reserve, which will surely reduce
distributions to claimholders.

By this motion, the Debtors ask the Court to approve the Claims
Estimation Procedures.

                     The Proposed Procedures

Pursuant to the Estimation Procedures, the Debtors will ask the
Court to estimate a Proof of Claim.  The Clerk will set an
Estimation Hearing.  Each Claim will be assigned a Track for
purposes of preparation and appearance at the Hearing.

Track 1 -- Litigation on Appeal

Claims suitable for Track 1 have already been decided by a trial
court.  

   -- If appellate briefs have been filed, they will be submitted
      to the Court.  The Court will hold a hearing with the
      Claimants and the Debtors, each given 15 minutes to argue
      their side.  The Court will then estimate the Claim.

   -- If appellate briefs have not been filed, the Claimant will
      file the brief as a response to the Debtors' Notice of
      Intent to Estimate.  The Debtors will file their brief as
      their Reply.  The Court will hold a hearing with the
      Claimants and the Debtors given 15 minutes to argue their
      side.  The Court will then estimate the Claim.

Track 2 -- Litigation at Trial (Simple)

The Debtors will file a Notice of Intent to Estimate, which will
describe their estimate of the Claim's value with supporting
reasoning.

The Claimant will file a Response, which may include an affidavit
from one witness setting forth the basis and evidence and any
other documentary evidence the Court should consider in
estimating the Claim.

The Debtors and the Creditors Committee will respond.  The
Response may include an affidavit from one witness setting forth
the basis and evidence and any other documentary evidence the
Court should consider in estimating the Claim.

If the Claimant files a Response, the Court will hold a hearing
where each side has 15 minutes to argue their side.  The Court
will then decide the claim.

Track 3 -- Litigation at Trial (Moderate)

The Debtors will file a Notice of Intent to Estimate, which will
describe their estimate of the Claim's value and supporting
reasoning.

The Claimant will file a Response, which may include an affidavit
from two witnesses setting forth the basis and evidence and any
other documentary evidence the Court should consider in
estimating the Claim.  The witnesses will attend the Estimation
Hearing.  The Claimant will not be able to elicit direct
testimony from the witnesses.  Rather, the affidavit will serve
as their testimony.  The Debtors will cross-examine the
witnesses.  The Debtors and the Claimants may request that the
other party produce documents relevant to the Claim.  The Debtors
may take the deposition upon oral examination of each witness --
to last not longer than three hours -- whose affidavit was
proffered in support of the Response.

The Debtors and the Creditors Committee will respond to the
Claimants, which may include affidavits from two witnesses.  The
witnesses will attend the Estimation Hearing.  The Debtors will
not be able to elicit direct testimony from the witnesses.  
Rather, the affidavit will serve as their testimony.  The
Claimants will cross-examine the witnesses at the hearing.  The
Debtors and the Claimants may request that the other party
produce documents relevant to the Claim.  The Claimants may take
the deposition upon oral examination of each witness -- to last
not longer than three hours -- whose affidavit was proffered in
support of the Response.

If the Claimant files a Response, the Court will hold a hearing
where each side will have 90 minutes to present their case,
inclusive of cross-examination.  The Court will then estimate the
Claim.

Track 4 -- Litigation at Trial (Complex)

The Debtors will file a Notice of Intent to Estimate, which will
describe their estimate of the Claim's value and supporting
reasoning.

The Claimant will file a response, which may include an affidavit
from five witnesses setting forth the basis and evidence and any
other documentary evidence the Court should consider in
estimating the Claim.  The witnesses will attend the Estimation
Hearing.  The Claimant will not be able to elicit direct
testimony from the witnesses.  Rather, the affidavit will serve
as their testimony.  The Debtors will cross-examine the witnesses
at the hearing.  The Debtors and the Claimant may request that
the other party produce documents relevant to the Claim.  The
Debtors may take the deposition upon oral examination of each
witness -- to last not longer than three hours -- whose affidavit
was proffered in support of the Response.  

After the Claimant submits its Response, the Debtors and the
Claimant may both request:

   (a) documents relevant to the Claim;

   (b) responses to no more than five interrogatories including
       discrete subparts; and

   (c) responses to no more than 15 requests for admission within
       four days of service of the interrogatories.

The Court will hold a hearing where each Party will have three
hours to present their case, inclusive of the time cross-
examining their opponent's witnesses and making arguments to the
Court.  The Court will then estimate the Claim.

                  Creditors' Committee Balks

The Official Committee of Unsecured Creditors has interposed a
formal objection arguing against the estimation procedures and
urging Judge Wedoff to decline approving the protcol.  (United
Airlines Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


VERESTAR INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Verestar, Inc.
             3040 Williams Drive Suite 100
             Fairfax, Virginia 22031

Bankruptcy Case No.: 03-18077

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Verestar International, Inc.               03-18079
     Verestar Networks, Inc.                    03-18081

Type of Business: The Debtor is a provider of satellite and
                  terrestrial-based network communication
                  services. See http://www.verestar.com/for more  
                  information on the Debtors.

Chapter 11 Petition Date: December 22, 2003

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Matthew Allen Feldman, Esq.
                  Willkie Farr & Gallagher LLP
                  787 Seventh Avenue
                  New York, NY 10019-6099
                  Tel: 212-728-8000
                  Fax: 212-728-8111

Estimated Assets: more than $100 Million

Estimated Debts:  more than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Intelsat Services             Trade Debt              $5,089,701
Corporation
3400 International Drive, N.W.
Washington D.C. 20008

PanAmSat Corporation          Trade Debt              $4,256,889
20 Westport Road
Wilton, Connecticut 06897

Loral Skynet                  Trade Debt              $3,199,990
500 Hills Drive
Bedminister, New Jersey 07921

Universal Service             Governmental Fee        $1,269,668
Administrative Company
2000 L Street, N.W., Suite 200
Washington, D.C. 20036

MCI                           Trade Debt                $935,048
2400 North Glenville Drive
Richardson, Texas 75082

BT North America, Inc.        Trade Debt                $856,344
Broadcast Services
2025 M Street, N.W. Suite 450
Washington, D.C. 20036

SES Americom                  Trade Debt                $790,343
Four Research Way
Princeton, New Jersey 08540

iDirect Technologies, Inc.    Trade Debt                $512,548
10803 Parkridge Boulevard
Reston, Virginia 20191

Verizon Federal Network       Trade Debt                $511,329
Systems
1300 North 17th Street,
Suite 1200
Arlington, Virginia 22209

Internap                      Trade Debt                $390,552
8180 Greensboro Drive,
Suite 300
McLean, Virginia 22102

Wiltel Communications LLC     Trade Debt                $387,841
111 East First Street
Tulsa, Oklahoma 74103

UUNet                         Trade Debt                $377,950
2400 North Glenville Drive
Richardson, Texas 75082

Satellite Mexicanos,          Trade Debt                $244,785
S.A. DE C.V

TracStar Systems              Trade Debt                $221,360

New Skies                     Trade Debt                $198,549

Orbit CT & T, Inc.            Trade Debt                $196,957

Telephone Systems             Trade Debt                $191,920
International, Inc.

Cable & Wireless USA, Inc.    Trade Debt                $166,874

Level 3 Communications LLC    Trade Debt                $138,554

Verizon Services              Trade Debt                $126,663
Organization, Inc.


W.R. GRACE: Sealed Air Inks New $350MM Revolving Credit Facility
---------------------------------------------------------------
Sealed Air Corporation (NYSE:SEE) has completed a new $350 million
senior unsecured multi-currency revolving credit facility due
2006.

The facility is available for general corporate purposes including
payment of cash amounts required to be paid pursuant to the
settlement agreement with the Committee of Asbestos Personal
Injury Claimants and the Committee of Asbestos Property Damage
Claimants in the W. R. Grace bankruptcy proceeding. Sealed Air did
not draw funds under the facility at closing.

Sealed Air also announced that it has retired a portion of its
outstanding long-term debt through repurchases in the open market.
The Company repurchased approximately $122.5 million face amount
of its 8.75% senior notes due July 1, 2008 and $50 million face
amount of its 6.95% senior notes due May 15, 2009. Sealed Air made
these repurchases, funded with available cash, at a premium to the
face amount of the notes, which will result in a net after-tax
charge to the Company's earnings of approximately $0.22 per share
in the fourth quarter of 2003. The annual interest expense on the
face amount of the repurchased debt was approximately $14 million.

Sealed Air is a leading global manufacturer of a wide range of
food, protective and specialty packaging materials and systems,
including such widely recognized brands as Bubble Wrap(R)
cushioning, Jiffy(R) protective mailers and Cryovac(R) food
packaging products. For more information about Sealed Air
Corporation, please visit the Company's Web site at
http://www.sealedair.com/   


WEIRTON STEEL: Amends Cleveland-Cliffs Pellet Supply Agreement
--------------------------------------------------------------
Weirton Steel Corporation has determined to continue its blast
furnace operations.  The Debtor's Chapter 11 Plan of
Reorganization contemplates ongoing blast furnace operations and
increased sales volumes.  Thus, the Debtor believes that it is
proper and necessary at this time to enter into supply agreements
for the two major ingredients in its blast furnace operations,
Coke and Pellets.

The Emergency Steel Guaranty Loan Board financing application
filed by the Debtor on June 30, 2003 includes financial
projections that require significant annual cost savings of
approximately $200,000,000 compared to the cost structure of
current operations.  The financial model incorporated into the
ESGLB application projects total annual supply contract savings
of approximately $21,000,000 per year.  The financing application
was conditionally approved by the ESLGB on November 13, 2003.  
Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that as a condition precedent to closing on
the ESGLB financing, the Debtor is required to demonstrate that
it has achieved the aggregate of the projected cost savings.

The Debtor's financial model incorporated into the ESGLB
application contemplates total annual supply contract savings of
$17,000,000 per year, including approximately $7,000,000 per year
in savings from one or more pellet supply agreements.  To satisfy
the cost savings contemplated in its bankruptcy emergence
financial model, the Debtor negotiated a revised pellet supply
agreement with Cleveland Cliffs containing terms and conditions
sufficient to satisfy the emergence model cost savings.

By this motion, the Debtor asks the Court to approve an amended
pellet supply agreement negotiated with The Cleveland-Cliffs Iron
Company.

              The Debtor's Blast Furnace Operations

The purpose of a blast furnace is to chemically reduce and
physically convert iron oxides into liquid iron called "hot
metal".  A blast furnace is a large steel stack lined with
refractory brick, where iron ore, Coke and limestone are combined
at the top and preheated air is blown into the bottom.  The
combined iron ore, Coke and limestone take several hours to
descend to the bottom of the blast furnace where they become
liquid slag and liquid iron.

Most iron oxides come into the blast furnace in the form of raw
ore, Pellets or sinter.  Raw ore is removed from the earth and
sized into pieces.  The raw ore generally has iron content ranges
of 50% to 70%, and can be charged directly into a blast furnace
without further processing.  Iron ore containing lower iron
content must be processed to increase iron content.

Pellets are produced from lower iron content ore by crushing the
ore into a very fine granular form, with waste product then
removed, and the remaining iron-rich granules rolled into balls
and fired in a furnace to produce strong marble-sized pellets
containing approximately 60% to 65% iron content.  When placed in
a blast furnace, iron ore pellets are heated, which causes a
series of purifying chemical reactions.  As a result of these
chemical reactions, the Pellets begin to soften and melt, and
finally trickle as liquid iron through the Coke to the bottom of
the blast furnace.

Coke is produced from a mixture of coals.  Coal is crushed and
ground into a granular form and then charged into an oven.  As
the oven is heated, the coal is cooked so that most of the
volatile matter, like oil and tar, are removed.  The cooked coal,
or Coke, is removed from the oven following almost one day of
reaction time, and then cooled and screened into pieces.

Compared to raw coal, Coke is very strong, with a high energy
value, providing permeability, for the heat and gases which are
required to reduce and melt Pellets in the blast furnace.  Coke,
ignited by the hot blast that is blown into the bottom of the
furnace, immediately reacts to create heat.  The ensuing series
of chemical reactions that occur by subjecting Coke to the hot
blast in the furnace begins with the creation of carbon monoxide
and ends with the transformation of Pellets into liquid iron.

              The Debtor's Current Pellet Agreement

The Debtor's operations do not internally provide a source of
Coke or Pellets for operations as the Debtor does not own, lease
or hold an interest in coal mines, ore mines, pellet making
facilities, or coke batteries.  Consequently, the Debtor is
required to obtain 100% of its Coke and Pellet requirements from
third party suppliers.  On an annualized basis, assuming
production by the Debtor of 2.9 gross tons of raw steel, the
Debtor is typically required to purchase approximately 1,200,000
tons of Coke and approximately 3,500,000 tons of Pellets.

Mr. Freedlander states that the Debtor is a party to a Pellet
Sale and Purchase Agreement with Cleveland-Cliffs originally
dated as of September 30, 1991, as amended from time to time.
There are eight formal amendments to the Cliffs Pellet Supply
Agreement.  Recently, a memorandum of understanding effective as
of April 1, 2003 served to further modify the Cliffs Pellet
Supply Agreement.

The Cliffs Pellet Supply Agreement requires Cleveland-Cliffs to
supply to the Debtor and the Debtor to purchase from Cleveland-
Cliffs 100% of its annual Pellet requirements through the date of
payment and satisfaction of the Debtor's obligations to MABCO
Steam Company LLC, but in no event later than 2015.  Pricing for
the Pellets under the Cliffs Pellet Supply Agreement is tiered
based on the location from which the Pellets are shipped, and a
combination of mine operating costs and world pellet pricing.

            FW Holdings, Inc. and MABCO Steam Company

On October 26, 2001, the Debtor sold its Foster Wheeler Steam
Generating Facility and related assets to its wholly owned
subsidiary, FW Holdings, Inc.  In turn, FW Holdings sold the FW
Facility to MABCO Steam Company LLC, which then leased the FW
Facility back to FW Holdings.  Cleveland-Cliffs is one of at
least 50 business entities, which are members of MABCO and are
among the Debtor's largest vendors.

Pursuant to the lease agreement between MABCO, as lessor, and FW
Holdings, as lessee, rent is payable quarterly for $1,242,000
less certain offsets allowed to MABCO under the Sale/Leaseback
Transaction.  The Debtor is a guarantor of FW Holdings'
obligations under the lease.

The term of the lease expires on December 31, 2012, at which time
FW Holdings or its designee is required to purchase the FW
Facility for $10.  FW Holdings also has the option to purchase
the FW Facility at any time prior to December 12, 2012, for the
outstanding rent due for the remainder of the term of the lease,
subject to certain adjustments.

In addition, the Debtor and FW Holdings are parties to a supply
agreement, whereby the Debtor agrees to purchase from FW Holdings
high and low pressure steam and electricity generated by the FW
Facility in exchange for a fee in an amount equal to the rent
payments due and payable by FW Holdings to MABCO under the lease.

               The Amended Pellet Supply Agreement

The salient terms of the Amended Pellet Supply Agreement between
the Debtor and Cleveland-Cliffs are:

   (a) Cleveland-Cliffs will supply 100% of the Debtor's Pellet
       requirements through December 31, 2003, and the greater of
       67% of the Debtor's Pellet requirements or 2,100,000 net
       tons per year, for calendar years 2004 and 2005.  

       The agreement will renew automatically beyond 2005,
       subject to a nine-month advance written cancellation
       notice by either party.  Cleveland-Cliffs will have the
       option for each year after 2005, to require the Debtor to
       purchase 100% of its Pellet requirements from Cleveland-
       Cliffs, provided that Cleveland-Cliffs gives notice of the
       election on or before September 1 of the immediately
       preceding year;

   (b) Cleveland-Cliffs will sell the Pellets FOB Weirton's plant
       and the Debtor will make payments by wire transfer for
       each calendar week on the second Wednesday following
       shipment.  Specific pricing details are to remain
       confidential, but will be submitted to the Bankruptcy
       Court under seal and provided to the professionals of
       Fleet, J.P. Morgan, the Official Committee of Unsecured
       Creditors, and the Ad Hoc Noteholders Committee;

   (c) On Plan confirmation, and on the first anniversary
       thereof, Cleveland-Cliffs will supply the Debtor
       $5,000,000 and $4,100,000, of Pellets at the existing
       contract price, with payments amortized in equal payments
       over five years;

   (d) The credit participation provided by Cleveland-Cliffs to
       the Debtor will be secured by a second priority security
       interest in the assets of FW Holdings.  This arrangement
       will have no other effect on the MABCO Transaction, and
       the Debtor will continue to guarantee the obligations of
       FW Holdings to MABCO; and

   (e) Cleveland-Cliffs will waive any claims that it may
       otherwise assert under the Cliffs Pellet Supply Agreement
       for the period of the Petition Date through the date on
       which the Amended Pellet Supply Agreement is terminated.
       The Debtor will waive all claims against Cleveland-Cliffs
       under or related to the Cliffs Pellet Supply Agreement or
       otherwise which exist or may be asserted as of approval of
       the Amended Pellet Supply Agreement, however, the Debtor
       will retain the right to assume or reject the Cliffs
       Pellet Supply Agreement.

Mr. Freedlander notes that the Amended Supply Agreement with
Cleveland Cliffs:

   (a) assures the Debtor 67% of its pellet requirements for
       calendar years 2004 and 2005;

   (b) fixes pellet prices at approximately $7,000,000 per year
       less than the Debtor currently pays; and

   (c) assuming that the Debtor emerges from Chapter 11
       protection prior to December 31, 2003, will provide
       $9,100,000 in additional post-confirmation credit.

The Debtor asserts that the Amended Pellet Supply Agreement with
Cleveland-Cliffs is supported by sound business justification,
considering the price, quantity, and credit terms.  (Weirton
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


WILLIAMS: Gets Order for Pipeline Restoration in Washington State
-----------------------------------------------------------------
A unit of Williams (NYSE: WMB) has received an order from the U.S.
Department of Transportation Office of Pipeline Safety regarding
restoration of transportation service on a segment of a natural
gas pipeline in western Washington.  The Office of Pipeline Safety
has issued an amendment to a previous Corrective Action Order
stipulating the actions Northwest Pipeline must take to restore
the pipeline to full service.

Williams' Northwest Pipeline received a Corrective Action Order on
May 2 following a pipeline rupture near Lake Tapps, Wash.  That
order directed Northwest to lower pressure by 20 percent and
perform a comprehensive integrity assessment on a 268-mile segment
of 26-inch pipeline in western Washington.

The pipeline experienced a second rupture in the same segment on
Dec. 13 near Toledo, Wash.  There were no injuries or property
damage associated with the incident.  Northwest took action on
Wednesday to idle the pipeline segment between Sumas and
Washougal, Wash., until the integrity on that section could be
assured.

Since the May 1 incident, Northwest has commenced an extensive
inspection program to ensure the safety and reliability of its 26-
inch pipeline in western Washington and continues to work closely
with the Office of Pipeline Safety and the Washington Utilities
and Transportation Commission.

"Issues specific to this pipeline segment -- including
environmental factors, such as soil acidity and moisture,
operating conditions, age and the type of coating -- can play a
role in creating these type of problems.  We are bringing all the
necessary resources to bear to ensure the integrity of our
facilities and keep our commitment to operate a safe and reliable
pipeline," said Doug Whisenant, senior vice president of Williams'
gas pipeline business. "The order received [Fri]day is consistent
with the inspection program already in progress and gives us a
timetable for completing the necessary work."

The decision to idle the 26-inch pipeline has had no immediate
impact on the company's ability to meet current market demand,
primarily because Northwest has a parallel 30-inch pipeline in the
same pipeline corridor.  In addition, the recent completion of the
Evergreen expansion project, typical wintertime flows and the
current sourcing of gas supplies between Sumas and the Rockies
mitigate the potential impact on service during this winter
heating season.  With the 26-inch pipeline idled, capacity at the
pipeline's northernmost receipt point at Sumas is estimated to be
approximately 950,000 dekatherms per day.

"As we take steps to comply with the requirement to develop a plan
for replacement of this idled pipeline segment, we are evaluating
alternative ways to replace that pipeline's transportation
capacity.  Our preliminary analysis shows that we could replace
the 376,000 dekatherms of daily capacity associated with the idled
26-inch Sumas to Washougal segment with about 100 miles of new 36-
inch pipeline," Whisenant said.

"Williams has and expects to have adequate financial resources to
comply with the order and replace the capacity, if required.  
Costs associated with the capacity replacement are expected to be
capitalized and recoverable through future rates in a way that
preserves Northwest's ability to be competitive in its market," he
said.

Williams' Northwest Pipeline, based in Salt Lake City, Utah
operates a 4,000-mile natural gas transmission pipeline.  The
pipeline provides natural gas service to the states of Washington,
Oregon, Idaho, Wyoming, Utah and Colorado.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com/  

As reported in Troubled Company Reporter's October 16, 2003
edition, Fitch Ratings affirmed The Williams Companies, Inc.'s
outstanding senior unsecured notes and debentures at 'B+'. Also
affirmed are outstanding credit ratings for WMB's wholly-owned
subsidiaries Northwest Pipeline Corp., Transcontinental Gas Pipe
Line Corp., and Williams Production RMT Co. The Rating Outlook for
each entity has been revised to Positive from Stable. Details of
the securities affected are listed below.

The following is a summary of outstanding ratings affected by the
action:

   The Williams Companies, Inc.

        -- Senior unsecured notes and debentures 'B+';
        -- Feline PACs 'B+';
        -- Senior secured debt 'BB';
        -- Junior subordinated convertible debentures. 'B-'.

   Williams Production RMT Co.

        -- Senior secured term loan B 'BB+'.

   Northwest Pipeline Corp.

        -- Senior unsecured notes and debentures 'BB'.

   Transcontinental Gas Pipe Line Corp.

        -- Senior unsecured notes and debentures 'BB'.


WORLD AIRWAYS: Shareholders Approve Proposed Debenture Exchange
---------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) announced that at the special
meeting reconvened Friday last week, its stockholders approved:

        * The proposed issuance of $25,545,000 principal amount of
          six-year 8% Convertible Senior Subordinated Debentures
          in exchange for $22,545,000 principal amount of the
          Company's currently outstanding 8% Convertible Senior
          Subordinated Debentures Due 2004 and $3 million in cash;
          and

        * The proposed issuance to the Air Transportation
          Stabilization Board of warrants to purchase shares of
          common stock in connection with a federal guarantee of
          $27 million to support a $30 million term loan facility.

The special meeting, originally scheduled for December 15, 2003,
had been adjourned until today because of lack of a quorum.

Hollis Harris, chairman and CEO of World Airways, said, "More than
90% of the voting shareholders supported these proposals, giving
us the green light to proceed with our plans to restructure our
debentures and secure approval for the federal loan guarantee from
the Air Transportation Stabilization Board.  Our stockholders'
action today removes one of the major contingencies to the closing
of the federally guaranteed loan and represents very positive news
for our Company."

The Company received conditional approval from the Air
Transportation Stabilization Board on April 23, 2003, for a
federal loan guarantee of $27 million, representing 90% of a new
$30 million term loan facility.  The Company entered into
agreements dated November 10, 2003, with three institutional
holders of existing debentures providing for the issuance of
$25,545,000 principal amount of new debentures in exchange for
$22,545,000 principal amount of existing debentures and $3 million
in cash.  Upon the closing of the ATSB guaranteed loan, the
Company will call the entire principal amount of existing
debentures.  Based on the redemption provisions of the indenture
governing the existing debentures, the redemption price of the
existing debentures will be 101.143% of their principal amount.

The ATSB approval remains subject to a number of additional
conditions, including the satisfaction of all the terms and
conditions proposed in the Company's application.

The Company's current goal is to complete the debenture
restructuring, receive final ATSB approval, and close the ATSB
guaranteed loan by the end of this year.

Utilizing a well-maintained fleet of international range, widebody
aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.  
For more information, visit the Company's Web site at
http://www.worldairways.com/

At September 30, 2003, the company's balance sheet is upside down
by $13.7 million.


WORLDCOM INC: Secures Approval for Global Exchange Settlement
-------------------------------------------------------------
WorldCom Technologies, Inc., predecessor-in-interest to MCI
WorldCom Communications, Inc., entered into a Telecommunications
Network Services Agreement with Global Exchange Services, Inc.,
formerly known as GE Information Services, Inc. on May 1, 1998.

Under the TNS Agreement, Global outsourced its telecommunications
network to MCI and MCI or its affiliates agreed to provide
ongoing communications and network management and transition-
related services to Global.

After May 1, 1998, Alfredo R. Perez, Esq., at Weil, Gotshal &
Manges LLP, in Houston, Texas, relates that Global began taking
deductions from MCI's invoices for services provided under the
TNS Agreement.  These deductions were taken for, among other
things, amounts paid by Global on behalf of MCI to third-party
service providers and credits to which Global claimed it was
entitled under the TNS Agreement.  MCI disputed whether certain
deductions taken through December 31, 2001 were proper under the
TNS Agreement and whether, if proper, Global had appropriate
documentation for the deductions as required by the TNS
Agreement.  Moreover, MCI asserted that Global had taken
deductions on invoices for amounts paid by Global on MCI's behalf
to third-party service providers that had not been included in
MCI's invoices.  Global disputed the rates and charges invoiced
by MCI, including, among other things, rates and charges related
to Termination Assistance Services under the TNS Agreement.

In connection with these disputes, MCI and Global entered into an
Audit Agreement, dated February 5, 2002 pursuant to which
PricewaterhouseCoopers was engaged to perform an audit of certain
of these disputed amounts for services rendered under the TNS
Agreement.  Upon PwC's completion of the agreed audit, PwC issued
a report finding, among other things, that Global owed MCI an
"immediate payment" equal to $13,226,000.  

Additionally, the PwC report indicated that MCI should adjust its
invoices to include certain charges from third-party service
providers, and that Global would be permitted to take deductions
for amounts paid to third-party service providers that had not
yet been taken.  Nevertheless, MCI and Global continue to have
ongoing disputes regarding their rights and obligations under the
TNS Agreement, which were not addressed by PwC in its audit
report.  Moreover, Global and MCI have repeatedly extended
certain deadlines to perform obligations and exercise rights
under the Audit Agreement.

Global filed Claim Nos. 29532 and 33014 against MCI for
$9,170,000 and $274,828.  The Global Claims allege that MCI
overbilled Global for prepetition services provided pursuant to
the TNS Agreement.

Prior to September 27, 2002, Global was a wholly owned subsidiary
of General Electric Company.  As of September 27, 2002, GE
effectively sold 90% of its equity interest in Global to Global
Acquisition Company, an affiliate of Francisco Partners.  After
the sale, Global continued its operations as the same corporate
entity doing business under a new name.  In connection with the
sale of GE's equity interest, GE agreed to indemnify Global
Acquisition for any liabilities related to the Global dispute
with MCI.  Nevertheless, the TNS Agreement continued in full
force and effect with respect to MCI and Global.

GE and MCI also have certain disputes that are separate and
distinct from those involving Global.  One separate and distinct
dispute is wherein GE challenged certain charges that MCI billed
to it under that certain Master Wide Area Network Services
Agreement pursuant to which MCI provides communications services
to GE and certain of its affiliates.  Accordingly, GE filed Claim
No. 31732 against MCI for $4,830,000, alleging improper
prepetition charges under the MSA or its predecessor agreements,
as the case may be.  

To resolve their disputes, the parties entered into a settlement
agreement, which provides that:

   (a) GE will pay MCI $4,000,000 in full satisfaction of all
       obligations that Global, GE, and any of their
       predecessors, successors, affiliates or assigns have or
       may in the future have to MCI under the TNS Agreement in
       connection with services provided to Global prior to
       September 30, 2002;

   (b) Global deductions for payments made to third-party
       service providers will be discontinued, except in certain
       limited instances;

   (c) Effective as of January 1, 2003, the monthly Managed
       Network Fee as defined in the TNS Agreement, payable by
       Global to MCI under the TNS Agreement is fixed at a new
       rate.  The Settlement Agreement provides for reductions in
       the event that Global ceases to use certain MCI services;

   (d) MCI will continue to provide Global with Termination
       Assistance Services under the terms and at the rates
       provided in the Settlement Agreement.  MCI will have no
       further obligation to apply Productivity Credits for the
       period after December 31, 2002.  Other credits, however,
       relative to charges that Global claimed should have been
       invoiced to GE rather than Global, or charges which Global
       claimed should have been waived by MCI, are provided for
       in the Settlement Agreement;

   (e) Any equipment for which Global may demand transfer under
       the TNS Agreement will be transferred to Global after
       payment of an amount equal to the net book value of the
       equipment.  The equipment will be transferred to Global
       "as is" and without warranties, whether express or
       implied;

   (f) MCI releases GE and Global from all liabilities, claims
       and obligations arising out of or related to the TNS
       Agreement, the MSA or its predecessor agreement, for
       services rendered by MCI to Global on or before
       December 31, 2002.  This release includes certain amounts
       determined to be owed to MCI as a result of the audit
       conducted by PwC.  MCI does not release other claims or
       rights to payment under the TNS Agreement, the MSA or its
       predecessor agreement for services provided to GE or any
       GE affiliate other than Global;

   (g) Global releases MCI from all liabilities, claims and
       obligations arising out of or related to the TNS
       Agreement, the MSA or its predecessor agreement, for
       services rendered by MCI to Global on or before
       December 31, 2002.  In addition, Global agrees to withdraw
       any and all claims or proofs of claim it has asserted or
       could assert against MCI in its Chapter 11 case;

   (h) Although GE and MCI will resolve certain specifically
       identified disputes between them apart from the Settlement
       Agreement, the Settlement Agreement provides that GE
       releases MCI from all liabilities, claims and obligations
       arising out of or related to the TNS Agreement, the MSA or
       its predecessor agreement, for services rendered by MCI to
       GE on or before December 31, 2002.  Further, upon
       resolving any remaining disputes between GE and MCI, GE
       agrees to withdraw or amend, as appropriate, the proofs of
       claim that it has filed against MCI in MCI's Chapter 11
       case;

   (i) MCI releases GE from all liabilities, claims and
       obligations arising out of or related to the TNS
       Agreement, the MSA or its predecessor agreement, for
       services rendered by MCI to GE on or before
       December 31, 2002.  This release does not apply to those
       disputes that are expressly reserved for resolution
       outside the context of the Settlement Agreement; and

   (j) The Settlement Agreement reaffirms and provides for  
       continuing business transactions between GE and MCI.  In
       connection with these provisions, the Settlement Agreement
       provides that MCI will seek approval from the Bankruptcy
       Court to assume the TNS Agreement under Section 365 of the
       Bankruptcy Code, subject to certain amendments.

GE and MCI expect to resolve certain specifically identified
billing disputes in the ordinary course of business, rather than
through the settlement being contemplated.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure and Section 365 of the Bankruptcy Code, MCI asks the
Court to:

    (i) approve the Settlement Agreement in its entirety; and

   (ii) authorize it to assume the TNS Agreement as amended by
        the terms of the Settlement Agreement.

                          *     *     *

Accordingly, the Court approves MCI's settlement agreement with
Global Exchange Services Inc.  Judge Gonzalez further declares
that Global's Claim Nos. 29532 and 33014, and GE's Claim No.
31732, are expunged without the necessity of further action by
the parties. (Worldcom Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
Education Lending Group EDLG        (26)       1,481      N.A.
Graftech International  GTI        (351)         859      108
Hexcel Corp             HXL        (127)         708     (531)
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Inkine Pharm            INKP         (6)          14        5
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,747    2,818
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
Microstrategy           MSTR        (34)          80       (7)
Nuvelo Inc.             NUVO         (4)          27       21
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (525)       1,243      195
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (2,830)      29,345     (475)
Quality Distribution    QLTY       (126)         387       19
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
Sigmatel Inc.           SGTL         (4)          18       (1)
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

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 ***