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        T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 26, 2003, Vol. 7, No. 254

                          Headlines

AIR CANADA: Court Declares Equity Solicitation Process Completed
AMERCO: Asks Court to Extend Lease Decision Period Until Feb. 28
ANIXTER: Will Build New Distribution Facility In Alsip, Illinois
ARCH COAL: Sells a Portion of Interest in NRP for $115 Million
AURORA FOODS: Investment Requirements Waived on Interim Basis

BALLY TOTAL: Sells $37MM of Written-Down Receivables for $9MM
BUDGET GROUP: Lease Decision Period Extension Hearing on Jan. 12
CABLE & WIRELESS: Inks New and Expanded Customer Agreements
CALPINE CORP: Sells 50% Interest in Lost Pines 1 Power Project
CASELLA WASTE: Assumes Operation of Ontario County, NY Landfill

CEDARA SOFTWARE: $1M of 5% Debentures Converted to Common Shares
CONSOL ENERGY: Adopts Shareholders Rights Plan
COTT CORPORATION: Acquires Quality Beverage Brands LLC Assets
COUNTRY HOME BAKERS: Court Allows Asset Sale to J&J Snack Foods
CYCLELOGIC INC: Case Summary & 20 Largest Unsecured Creditors

DETROIT MEDICAL: Fitch Places B Debt Rating on Watch Negative
DIRECTV LATIN: Has Until March 1 to Make Lease-Related Decisions
DJ ORTHOPEDICS: Will File Form S-3 Shelf Registration Statement
DLJ MORTGAGE: S&P Junks Series 1997-CF1 Class B-1 Notes' Rating
DOBSON COMMUNICATIONS: Declares 12-1/4% Preferred Cash Dividend

ECHOSTAR COMMS: Unit Redeems 9-3/8% Senior Notes Five Years Early
ENRON CORP: Files Third Amended Joint Plan of Reorganization
EXIDE: Wants Solicitation Exclusivity Extended to February 15
FC CBO II: S&P Affirms B+ Class B Notes' Rating
FINOVA GROUP: Delivers Nine-Month Portfolio Collection Report

FLEMING: Plan Predicated on Limited Substantive Consolidation
FLOWSERVE: Lowers 2003 Outlook & Expects to Reduce Debt by $150M
GENERAL MARITIME: S&P Assigns Prelim. B+ Rating to $500M Shelf
GINGISS GROUP: Wants More Time to Make Lease-Related Decisions
GRANITE BROADCASTING: Closes $405MM Senior Secured Note Offering

HEALTHSOUTH: S&P Withdraws D Rating over Lack of Fin'l Reports
HUGHES ELECTRONICS: Split-Off and Sale to News Corp. Completed
IT GROUP: Committee Wants to Expand Role to Prosecute Actions
JUNIPER GENERATION: S&P Places B+ Sr. Sec. Note Rating on Watch
KAISER ALUMINUM: Farallon Capital Named to Creditors' Committee

L-3 COMMS: Initiates Full Redemption of 5.25% Convertible Notes
L-3 COMMS: Completes $400-Mill. 6-1/8% Senior Sub. Note Offering
LOEWEN GROUP: Seeks Court's Final Decree Closing 26 Cases
M-WAVE INC: Bank One Extends Demand Note Until January 31, 2004
MAGIS NETWORKS: Case Summary & 20 Largest Unsecured Creditors

MEDIACOM: Expects to Achieve Positive Free Cash Flow in 2004
MIKOHN GAMING: Inks Exclusive Distribution Pact with Park Place
MIRANT CORP: MAGI Committee Wants Nod to Assert Estate Claims
MISSISSIPPI CHEMICAL: Court Approves $97MM Financing Agreement
MORGUARD REIT: Reduced Credit Measures Prompt S&P's Rating Cuts

MOUNT SINAI MED.: Remedies Debt Service Coverage Covenant Default
MVP GROUP LLC: Voluntary Chapter 11 Case Summary
NAPRO BIOTHERAPEUTICS: Appoints Anne Bailey VP/GM, Genomics Div.
NATIONAL CENTURY: Wants to Continue Using Cash Collateral
NETDRIVEN SOLUTIONS: Sept. Net Capital Deficit Widens to $1.6MM

NORD PACIFIC: Settles All Litigation with Nord Resources Corp.
NORD PACIFIC: Inks Pact to Sell Assets to Allied Gold Under Plan
NORTEK: Selling Ply Gem Industries to Caxton-Iseman for $570MM
OWENS CORNING: Court Approves 4th Amended Disclosure Statement
OWOSSO CORP: Bank Group Agrees to Amend $10-Mil. Credit Facility

PACIFIC GAS: Earns Nod to Defray Plan Implementation Expenses
PARMALAT: Seeks Protection from Creditors in Parma, Italy
PARMALAT: Secured Noteholders Move to Wind-Up Two Cayman SPVs
PEABODY ENERGY: Will Acquire Coal Assets in Venezuela & Colorado
PETROLEUM GEO: Will Make Initial $18MM Excess Cash Distribution

QUEBECOR: Acquiring Videotron Preferred Shares Held by Carlyle
QWEST COMMUNICATIONS: Completes Tender Offer for Debt Securities
REDBACK NETWORKS: Bankr. Court Confirms Plan of Reorganization
REDBACK NETWORKS: Altman Group Named as Claims & Notice Agent
RELIANCE GROUP: Liquidator Files Q3 Liquidation Status Report

REPUBLIC ENGINEERED: Completes Sale of Assets to Perry Strategic
RESTRUCTURE PETROLEUM: Brings-In Stichter Riedel as Attorneys
RETIREMENT RESIDENCES: S&P Assigns BB Long-Term Credit Rating
ROBOTIC VISION: September 30 Balance Sheet Upside-Down by $10MM
ROGERS COMMS: Reaches Pact with Former Cable Atlantic Shareholders

ROUGE INDUSTRIES: Court Approves Sale of Company to Severstal
SCORES HOLDING: Eliminates $580K in Debt from Balance Sheet
SCOTTISH RE: Completes Acquisition of ERC Life Reinsurance Corp.
SOLUTIA INC: Wants Approval to Obtain $500-Million DIP Financing
SPECIALTY ENGRAVING: Case Summary & Largest Unsecured Creditors

SPIEGEL: Wants to Conduct GOB Sales at 30 Eddie Bauer Stores
ST. JOSEPH PRINTING: S&P Affirms B+ L-T Corporate Credit Rating
SWEETHEART CUP: Executes Definitive Pact to Sell Co. to Solo Cup
TANGER FACTORY: Balckstone JV Acquires Charter Oak Portfolio
TENFOLD CORP: Raises $10 Million in Private Placement Transaction

TIMKEN CO.: Completes Sale of Airframe Assets to RBC Bearings
TRW AUTOMOTIVE: Restated Sr. Sec. Bank Loan Gets S&P's BB Rating  
TYCO INT'L: Arranges New Bank Credit Facilities Totaling $2.5BB
UAL CORP: Ends Mesa MoU re Mesa's Proposed Acquisition Of ACA
VERESTAR INC: Commences Chapter 11 Reorganization in New York

VERITAS DGC: Matthew Fitzgerald Resigns as Chief Fin'l Officer
VISTEON: S&P Cuts Corp. Credit Rating over Weak Fin'l Results
VOLUME SERVICES: S&P Assigns Stable Outlook to Affirmed B+ Rating
WILLIAMS: Closes Three Asset Sale Transactions Totaling $120MM
WORLDCOM INC: Indiana State Wants to File Late Proof of Claim

WORLDGATE COMMS: Raises Additional $1 Mill. in Private Placement
ZOLTEK COS.: Reaches Definitive Refinancing Pact with Investors

* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings

                          *********

AIR CANADA: Court Declares Equity Solicitation Process Completed
----------------------------------------------------------------
At the Air Canada Applicants' behest, Mr. Justice Farley declares
that the equity solicitation process is completed.

Mr. Justice Farley, in his decision, observes that pressing
matters relating to Air Canada's restructuring should proceed
without disruption and delay in the interests of all stakeholders
and that there must be finalization and certainty in the equity
process.

While the Trinity Investment Agreement is in force, Mr. Justice
Farley rules that Cerberus Capital Management LP will not
negotiate nor deliver any further proposals or modify, qualify or
amend, waive or in any manner change any of the terms of the
investment proposal it submitted on December 10, 2003.  The
Applicants will report to the Court on December 22, 2003 the
material details of the Final Investment Proposal received from
Cerberus.

Sean F. Dunphy, Esq., at Stikeman Elliot LLP, in Toronto,
Ontario, explains that the damage to the estate by prolonging the
uncertainty regarding the completion of the equity plan sponsor
selection process outweighs the potential benefits of any
possible improvements that might be brought by any third party
who has not conducted due diligence.  Mr. Dunphy also notes that
Cerberus has previously agreed that the proposal submitted on
December 10, 2003 is its final and best proposal. (Air Canada
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERCO: Asks Court to Extend Lease Decision Period Until Feb. 28
----------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, the AMERCO
Debtors ask the Court to extend their time to assume or reject
unexpired non-residential real property leases to February 28,
2004.

                     The Debtors' Progress

According to Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni,
Ltd., in Reno, Nevada, since the Petition Dates, the Debtors have
made significant progress toward reorganizing their business and
emerging from Chapter 11.  To recall, on October 6, 2003, the
Debtors filed their Joint Plan of Reorganization and Disclosure
Statement.  

The progress the Debtors made toward their reorganization goals
in the relatively short period of time is highlighted by the
financial and operational challenges facing them on their
Petition Dates:

   (1) As of the Amerco Petition Date, the Debtors were unable
       to reach agreement with any of their key creditors
       regarding the consensual plan of reorganization;

   (2) Republic Western Insurance Company was placed under
       direct administrative supervision by the Arizona
       Department of Insurance, which had the potential of
       jeopardizing the insurance provided by RepWest to Amerco
       and U-Haul International;

   (3) As a result of the bankruptcy filing, Amerco was
       confronted with the very real possibility of having its
       preferred stock and common stock de-listed from the NYSE
       and NASDAQ; and

   (4) The Debtors were in the process of restating, with the
       assistance of newly retained auditors, their financial
       statements for fiscal years ending 2001 and 2002, and the
       filing of their annual and quarterly reports.

Mr. Beesley reports that the Debtors were able to overcome each
of these obstacles in the course of their operations:

   (a) The Debtors were able to negotiate consensual cash
       collateral stipulations with JPMorgan Chase Bank,
       Citibank N.A. and Bank of Montreal;

   (b) The Debtors were able to negotiate and obtain both interim
       and final approval of the $300,000,000 DIP Facility with
       a lending syndicate led by Wells Fargo Foothill, Inc.,
       which provided Amerco with the needed stability to avoid
       the Arizona Department from taking further regulatory
       action against RepWest;

   (c) On August 12, 2003, the Debtors and the holders of the
       $100,000,000 of debt securities issued by AREC entered
       into a Restructuring Agreement, which provides for the
       consensual treatment under the plan of reorganization of
       the AREC Notes;

   (d) On September 8, 2003, the Debtors, JPMorgan and certain
       co-lenders under the Senior Secured Facility, entered
       into a Restructuring Agreement, which provides for the
       consensual treatment of the Senior Secured Facility under
       a plan of reorganization;

   (e) On October 6, 2003, the Debtors filed with the Court the
       Joint Plan of Reorganization and Disclosure Statement.  
       The Plan was filed within the Debtors' initial 120-day
       exclusive period;

   (f) On November 5, 2003, the Debtors and Foothill entered
       into a commitment letter, wherein Foothill agreed to
       provide the Debtors, as reorganized, $550,000,000 in
       emergence financing under the Plan; and

   (g) On November 12, 2003, the Debtors and the Official
       Committee of Unsecured Creditors entered into the "Plan
       Support Agreement", which provides for payment in full
       of more than $700,000,000 of unsecured indebtedness of
       Amerco and effects a de-leveraging of Amerco without
       impairing any existing equity interests in Amerco.

Moreover, Mr. Beesley notes that since the Petition Date, the
Debtors were able to maintain their listing status on both NYSE
and NASDAQ, successfully restated their financial statements for
fiscal years 2001 and 2002 and timely filed all quarterly
reports.  As evidenced by the most recent 10-Q filing, the
Debtors also successfully operated their business during the
Chapter 11 proceedings.  Amerco reported a $44,000,000 profit for
the second quarter of fiscal year 2004, which represents a
$22,000,000 increase in profits for the same quarter of fiscal
year 2003.

                    The Lease Decision Period

Mr. Beesley tells the Court that AREC is primarily involved in
the leasing of real property and is a party to about 80 unexpired
non-residential property leases, both as lessor and lessee.  
Amerco, on the other hand, is currently a lessee under one
unexpired real property lease.  

The Debtors are current on all of their obligations to the non-
debtor parties under the Leases and promise to remain current on
those obligations postpetition.  Mr. Beesley relates that the
Debtors will provide for the assumption or rejection of
individual Leases in connection with the Plan confirmation.

Mr. Beesley asserts that the requested extension should be
granted because:

   (i) the Debtors made significant progress in these Chapter 11
       cases and are moving rapidly toward the confirmation of
       the Plan;

  (ii) the Plan will provide for the assumption or rejection of
       the Leases;

(iii) the Debtors require an extension since the existing
       Lease Decision Period expired before the Plan
       confirmation hearing; and

  (iv) it will not prejudice any non-debtor party to any Lease.

The Court will convene a hearing on January 27, 2004 to consider
the Debtors' request.  Accordingly, Judge Zive extends the lease
decision period until the conclusion of that hearing. (AMERCO
Bankruptcy News, Issue No. 16 Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ANIXTER: Will Build New Distribution Facility In Alsip, Illinois
----------------------------------------------------------------
Anixter International Inc. (NYSE: AXE), the world's leading
distributor of communication products, electrical and electronic
wire & cable and a leading distributor of fasteners and other
small parts ("C" Class inventory components) to Original Equipment
Manufacturers, has entered into a contract to lease a new 457,000
square foot distribution facility in Alsip, Illinois.

The new facility will replace an existing facility also located in
Alsip. The new facility will be designed and built to
specifications specifically to serve the needs of Anixter.  As
such, the building is expected to produce additional operating
efficiencies and result in lower operating costs for what has
historically been Anixter's largest distribution center.  Anixter
expects to relocate to the new facility in the fourth quarter of
2004.

Commenting on the new facility, Robert Grubbs, President and Chief
Executive Officer said, "When this new facility is combined with
the investments we have made in recent years in warehouse
management systems and automation, we will be in a position to
offer better-than-ever service levels for our customers. Our
existing facility's layout is relatively inefficient due to many
years of expanding a former multiple tenant building.  This new
designed-to-specification building will eliminate many of the
constraints and excess costs associated with that less efficient
layout.  Lastly, because of its close proximity to our existing
location, moving costs will be minimized and there should be no
dislocation of our workforce."

Anixter International (Fitch, BB+ Convertible Senior Notes
Ratings, Stable Outlook) is the world's leading distributor of
communication products, electrical and electronic wire & cable and
a leading distributor of fasteners and other small parts ("C"
Class inventory components) to Original Equipment Manufacturers.  
The company adds value to the distribution process by providing
its customers access to 1) innovative inventory management
programs, 2) more than 220,000 products and nearly $500 million in
inventory, 3) 151 warehouses with more than 4.5 million square
feet of space, and 4) locations in 180 cities in 40 countries.  
Founded in 1957 and headquartered near Chicago, Anixter trades on
The New York Stock Exchange under the symbol AXE.

Additional information about Anixter is available on the Internet
at http://www.anixter.com/


ARCH COAL: Sells a Portion of Interest in NRP for $115 Million
--------------------------------------------------------------
Arch Coal, Inc. (NYSE: ACI) completed the sale of its 4.8 million
subordinated units, general partner interests and incentive
distribution rights in Natural Resource Partners L.P. (NYSE: NRP)
to private investment groups led by Corbin J. Robertson, Jr.,
chairman and chief executive officer of NRP, for a purchase price
of $115 million.  

The transaction does not include the 2.9 million common units of
NRP owned by Arch.

"Through the formation of Natural Resource Partners, its initial
public offering, and now the sale of our subordinated units, we
have unlocked tremendous value for our shareholders," said Steven
F. Leer, Arch's president and chief executive officer.  "This
transaction is part of a long-term effort to monetize the value of
assets that were previously undervalued on our balance sheet,
while providing us with a timely infusion of cash that can be
applied to the proposed acquisition of Triton Coal Company."

In October 2002, Arch contributed assets to NRP that were valued
at $85 million on its balance sheet.  Through the sale of units at
the time of the IPO and the transaction described above, Arch has
sold a portion of its stake in NRP for total proceeds of $148
million.  "Arch's remaining 2.9 million common units have a
current market value of more than $110 million, and these common
units continue to represent an excellent investment," Leer said.

In addition to this continuing ownership position, NRP will remain
a valued business partner, according to Leer.  "We look forward to
continuing our strong and successful relationship with NRP in the
future," Leer added.

Including the proceeds from the transaction, Arch now has cash on
hand of more than $220 million.  "Our strong cash position should
enable us to finance a significant portion of Triton -- a large
and highly strategic acquisition -- without incurring significant
additional indebtedness," Leer said.  The Triton acquisition is
currently undergoing review by the Federal Trade Commission.

As a result of the sale of its subordinated units and general
partner interest in NRP, Arch expects to recognize a pre-tax gain
of $74.2 million, of which $42.7 million will be recognized in the
fourth quarter of 2003 and the remainder will be deferred until
future periods.  Deferred gains, including those from the sale of
NRP units at the time of the IPO, are expected to be recognized as
follows:  $12.5 million in 2004; $6.7 million in 2005; $4.1
million in 2006; and the remainder in the period 2007 through
2012.

Partially offsetting the expected fourth quarter gain will be a
pre-tax charge of $16.7 million related to the payout of a long-
term employee compensation plan based on the performance of the
company's stock over the past four years.

Natural Resource Partners L.P. is headquartered in Houston, Texas,
with its operations headquarters in Huntington, W.Va.  NRP is a
master limited partnership that is principally engaged in the
business of owning and managing coal properties in the three major
coal producing regions of the United States: Appalachia, the
Illinois Basin and the Powder River Basin.

Arch Coal (S&P, BB+ Corporate Credit Ratying, Negative) is the
nation's second largest coal producer, with subsidiary operations
in West Virginia, Kentucky, Virginia, Wyoming, Colorado and Utah.
Through these operations, Arch Coal provides the fuel for
approximately 6% of the electricity generated in the United
States.


AURORA FOODS: Investment Requirements Waived on Interim Basis
-------------------------------------------------------------
Section 345(b) of the Bankruptcy Code provides that the estate
must require from the entity with which the money is deposited or
invested, a bond in favor of the United States, secured by the
undertaking of an adequate corporate surety, "unless the court
for cause orders otherwise."

The Aurora Foods Debtors sought and obtained interim Court
approval to waive these investment and deposit requirements.  
Judge Walrath allows the Debtors to invest and deposit funds in
their Bank Accounts according to their established investment and
deposit practices, for as long as these are consistent with the
requisites of Section 345(b).

Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Wilmington, Delaware, explains that a key aspect of the
Debtors' Cash Management System is a concentration account
maintained with JPMorgan Chase, one of the largest banking
institutions in the United States.  As of December 31, 2002,
Chase has $759,000,000,000 in assets, and $42,000,000,000 in
stockholders' equity.  

On a daily basis, deposits collected in the Debtors' Concentration
Account move as needed through the Cash Management System to fund
disbursements, and are placed in overnight investments, pursuant
to the Debtors' established investment guidelines in the JPMorgan
U.S. Government Money Market Fund.  The Money Market Fund is AAA-
rated by Standard & Poor's and invests substantially all of its
assets in securities issued by the U.S. government and its
agencies.

According to Mr. Davis, funds from the Debtors' Concentration
Account that exceed $200,000 are automatically swept into the
Company's Investment Account at Chase.  Under a Money Market Fund
Sweep Agreement, Chase invests, at the close of business on each
banking day, the funds in Chase shares, of the Money Market Fund.
The Chase Shares are then redeemed on the next banking day, and
the redemption proceeds are credited back to the Concentration
Account.

The Debtors rely on the Bank Accounts to efficiently manage the
millions of dollars that flow through the Cash Management System
on a regular basis.  

The Federal Deposit Insurance Corporation, up to an applicable
limit per Debtor per financial institution, insures all of the
Debtors' bank accounts.  

If an objection is timely filed and served on or before
January 6, 2004, the objection will be heard on the next omnibus
hearing on January 9, 2004 at 11:00 a.m.  However, if no objection
is timely filed and served, then the Interim Order will become a
Final Order on January 5, 2004, without further notice, hearing,
or action. (Aurora Foods Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


BALLY TOTAL: Sells $37MM of Written-Down Receivables for $9MM
-------------------------------------------------------------
Bally Total Fitness (NYSE: BFT) announced that, on December 19,
2003, it completed the second and final phase of the liquidation
of a portfolio of approximately $500 million of previously
written-down receivables valued at approximately $37 million for
$9 million.

The Company will record a non-cash pretax charge of approximately
$28 million in the fourth quarter of fiscal 2003 as a result of
this sale. The Company completed the first phase of the process of
monetizing these non-strategic assets in June 2003, and at the
time, contemplated liquidating the remaining similar assets by
year-end.

"During 2003, we focused on simplifying the business and
maximizing free cash flow," said Paul Toback, Chairman, CEO and
President of Bally Total Fitness. "Monetizing these non-strategic
assets is consistent with this strategy."

Bally Total Fitness is the largest and only nationwide, commercial
operator of fitness centers, with approximately four million
members and nearly 420 facilities located in 29 states, Canada,
Asia and the Caribbean under the Bally Total Fitness(R), Crunch
Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada(R) brands. With an estimated
150 million annual visits to its clubs, Bally offers a unique
platform for distribution of a wide range of products and services
targeted to active, fitness-conscious adult consumers.

Bally Total Fitness (Fitch, B Senior Unsecured Debt and BB- Bank
Credit Facility Ratings, Negative Outlook) is the largest and only
nationwide, commercial operator of fitness centers, with four
million members and approximately 420 facilities located in 29
states, Canada, Asia and the Caribbean under the Bally Total
Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle
Fitness(R), Bally Sports Clubs(SM) and Sports Clubs of Canada(R)
brands. With an estimated 150 million annual visits to its clubs,
Bally offers a unique platform for distribution of a wide range

At September 30, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $54 million.


BUDGET GROUP: Lease Decision Period Extension Hearing on Jan. 12
----------------------------------------------------------------
The Budget Group Debtors ask the Court, pursuant to Section
365(d)(4) of the Bankruptcy Code, to extend the period to assume
or reject all of the remaining non-residential real property
leases to January 30, 2004.

Joseph A. Malfitano, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that the Debtors largely
completed the process of evaluating each of the unexpired non-
residential real property leases for their economic desirability
and compatibility with the Debtors' Chapter 11 process and
already obtained Court approval authorizing assumption and
assignment or rejection for the vast majority of their unexpired
non-residential real property leases.  

While the Debtors believe they made tremendous progress in
evaluating their unexpired non-residential real property leases,
an extension of their lease decision deadline will provide the
Debtors with the means to complete the process.  For instance,
the Debtors' car rental business outside of North America is
operated through BRAC Rent-A-Car International, Inc. and its
debtor and non-debtor subsidiaries.  BRACII continues to manage
certain operations and the Debtors identified a small number of
unexpired leases which remain to be evaluated to which BRACII is
a party.  In addition, given the inherent fluidity in the
operation of a large, complex, multinational business enterprise
like that of the Debtors', there may be additional unexpired
leases that were not yet identified by the Debtors.  As a result,
the Debtors need more time to evaluate their remaining unexpired
leases and to ensure that all unexpired leases were identified.

Mr. Malfitano asserts that granting an extension of time will
allow the Debtors to verify that they identified and evaluated
any other unexpired leases and determine if, in fact, each lease
were properly assumed and assigned or rejected.  Notably, since
the sale of substantially all of their assets, the Debtors
continue to manage and resolve certain administrative, corporate
and bankruptcy issues that accompanies the going concern sale of
their multibillion operations, including myriad issues arising in
connection with their executory contracts and unexpired leases.  

Mr. Malfitano assures the Court that there should be no prejudice
to the lessors under the unexpired leases if the lease decision
deadline were extended.  Pending their election to assume or
reject the unexpired leases, the Debtors will perform all of
their obligations arising from and after the Petition Date in a
timely fashion, including payment of postpetition rent due, as
required by Section 365(d)(3).  As a result, an extension affords
the Debtors the maximum flexibility in their Chapter 11 process
while preserving the lessors' right under the Bankruptcy Code.

The Court will convene a hearing on January 12, 2004 to consider  
the Debtors' request.  By application of Rule 9006-2 of the Local  
Rules of Bankruptcy Practice and Procedures of the United States  
Bankruptcy Court for the District of Delaware, the Debtors'  
lease decision period is automatically extended through the  
conclusion of that hearing.  (Budget Group Bankruptcy News, Issue
No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


CABLE & WIRELESS: Inks New and Expanded Customer Agreements
-----------------------------------------------------------
Cable & Wireless America (CWA) continues to see strong demand for
its industry-leading hosting and IP services, logging more than
800 new and expanded customer service orders in the third quarter
of this calendar year. On December 8 CWA announced that it signed
an agreement with an affiliate of Gores Technology Group, LLC to
purchase substantially all of the assets of CWA's US businesses.

At the same time, CWA filed voluntary Chapter 11 petitions to
facilitate the sale.

"Our customers and prospects are both loyal and savvy," said Clint
Heiden, executive vice president of sales for CWA. "The steady
stream of new service orders during times of uncertainty and
change is a testament to the strength of our products and
technology. It also says a lot about customer confidence in our
ability to execute a successful sale that is in their best
interest."

Cable & Wireless America delivers solutions that support the
online operations and mission-critical business applications of
leading finance, retail and technology companies, including 40
percent of Fortune 100 enterprises.

Heiden said new service orders from approximately 450 companies
are expected to generate more than $30 million in new revenue over
the term of the relevant contracts, which vary in length from one
to three years.  Among the companies that have new or expanded
agreements with CWA are American Greetings, Covisint, Kelley Blue
Book, Merrill Lynch, MetLife and Priceline.com.

"Cable & Wireless America has been our selected hosting company
for the past several years," said Steve Sheinheit, senior vice
president and chief technology officer for MetLife.  "Throughout
its restructuring, Cable & Wireless America has continued to
deliver the high quality of service we have come to rely on over
the course of our relationship.  We expect Cable & Wireless
America to continue as a preferred provider of facilities,
bandwidth, and managed services for MetLife."

John Parady, chief technology officer of Kelley Blue Book in
Irvine, Calif., said, "We have been a long-term customer of Cable
& Wireless America, going back several years when we selected them
as the hosting provider for the Kbb.com website.  We have
continued with Cable & Wireless America as a result of their
aggressive approach to servicing our needs and expanded the range
of services they provide to our business.  Throughout their
restructuring process we have had a very positive experience with
Cable & Wireless America and expect them to continue as a
preferred provider for Kelley Blue Book."

Heiden said Cable & Wireless America continues to work toward its
business goals and remains ahead of target on data center
consolidation, customer churn reduction, and other cost reductions
that have helped reduce operating losses by 100 million pounds
Sterling and free cash outflow by 156 million pounds in the first
half of the financial year compared to the second half of 2002/3
(as announced on November 12, 2003 in the interim results of Cable
and Wireless plc).

Prior to the agreement with Gores and the Chapter 11 filing, the
ongoing commercial dealings between Cable & Wireless America and
Cable and Wireless plc had been formalized in a separation
agreement, ensuring both companies can maintain continuity of
international services to their respective customers.

Cable & Wireless America is one of the leading providers of
complex hosting and IP solutions for global enterprises. The
company's portfolio of services includes a wide range of flexible
and secure IP connectivity and networking solutions along with
complete and secure infrastructure to support complex web hosting.
Cable & Wireless America comprises Cable & Wireless USA Inc. and
Cable & Wireless Internet Services, Inc..

For more information about Cable & Wireless America, go to
http://www.cwusa.com/

Cable & Wireless USA, Inc., and five of its affiliates filed
Chapter 11 protection on December 8, 2003, in the U.S. Bankruptcy
Court for the District of Delaware (Delaware) (Bankr. Lead Case
No. 03-13711). Curtis A. Hehn, Esq., and Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl Young Jones, represent the Debtors in
these bankruptcy proceedings.


CALPINE CORP: Sells 50% Interest in Lost Pines 1 Power Project
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN) has entered into a definitive
agreement to sell its 50-percent interest in the 545-megawatt Lost
Pines 1 Power Project to GenTex Power Corporation.

GenTex, Calpine's partner since the plant was developed and went
online in July of 2001, is an affiliate of the Lower Colorado
River Authority. Calpine remains the leading independent power
producer in Texas, with more than 6,000 megawatts in operation.
Calpine Energy Services will enter into an agreement with LCRA to
purchase 250 megawatts of electricity through December 31, 2004.
The company expects to report a gain on the sale of its interest
in the project when the transaction closes during the first
quarter of 2004.

"Calpine will benefit from an attractive return on its
investment," stated Darrell Hayslip, Calpine senior vice
president, marketing and sales. "In addition, LCRA will be able to
meet its growing energy requirements without building new
capacity.  They will now be able to take even greater advantage of
this modern, gas-fired, combined-cycle facility as the sole owner
and operator.

Calpine's 50-percent interest in the Lost Pines project is owned
by Calpine Construction Finance Company, L.P., which is a wholly
owned subsidiary of Calpine, and is included in the security
package for CCFC's $800 million secured note financing. CCFC
expects to approach the holders of these notes for their consent
to reinvest the net proceeds from this sale into additional power
generation assets.

LCRA is a nonprofit, self-funded conservation and reclamation
district dedicated to providing public services to the people of
Texas. LCRA generates and transmits wholesale electricity to
cooperatives and city-owned utilities serving more than 1 million
people. LCRA also manages the lower Colorado River, protects the
river's water quality, sells water, develops and operates water
and wastewater utilities, operates public parks, promotes soil,
water and energy conservation, and offers economic and community
development assistance to rural communities in its service area.  
For more information about LCRA, visit http://www.lcra.org/

Calpine (S&P, CCC+ Senior Unsecured Convertible Note and B Second
Priority Senior Secured Note Ratings, Negative Outlook) is a fully
integrated power company that owns and operates electricity
generating facilities and natural gas reserves. The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom. Calpine also owns nearly 900 billion cubic feet
equivalent of natural gas reserves, Calpine focuses its
marketing and sales activities on securing power contracts with
load-serving entities. The company has in-depth expertise in every
aspect of power generation from development through design,
engineering and construction management, into operations, fuel
supply and power marketing. Founded in 1984, Calpine is publicly
traded on the New York Stock Exchange under the symbol
CPN. For more information about Calpine, visit
http://www.calpine.com/


CASELLA WASTE: Assumes Operation of Ontario County, NY Landfill
---------------------------------------------------------------
Casella Waste Systems, Inc. (Nasdaq: CWST), a regional, non-
hazardous solid waste services company, has begun operating the
Ontario County, New York landfill as of mid-December, and has
assumed all future permitting and construction responsibility as
well.

The company was selected by the Ontario County Board of
Supervisors in October as the county's twenty-five year partner to
operate and develop the Subtitle D landfill.

"We're pleased to have been able to finalize the operating
agreement fairly quickly, and begin operating a superb facility
sooner than we expected," John W. Casella, chairman & CEO of
Casella Waste Systems, Inc., said. "This is a facility that will
play an important role in the growth and performance of our
business."

The Ontario County landfill is located in Seneca, New York, and is
currently permitted to accept 2,000 tons of municipal solid waste
per day.

Casella Waste Systems (S&P, BB- Corporate Credit Rating, Stable),
headquartered in Rutland, Vermont, provides collection, transfer,
disposal and recycling services primarily in the northeastern
United States.

For further information, visit the company's Web site at
http://www.casella.com/


CEDARA SOFTWARE: $1M of 5% Debentures Converted to Common Shares
----------------------------------------------------------------
Cedara Software Corp. (TSX:CDE/OTCBB:CDSWF), a leading independent
developer of medical software technologies for the global
healthcare market, announced that $1.0 million of outstanding 5%
unsecured subordinated convertible debentures, have elected to
convert into common shares of the Company at $2.50 per share.

This will result in the issuance of 400,000 common shares of the
Company. Prior to this conversion the Company had Convertible
Debentures of the principal sum of approximately $3.2 million
outstanding.

The Company also announced that it has decided to exercise its
right, in accordance with the terms of the Convertible Debentures,
to require the conversion of the remaining principal sum of
approximately $2.2 million into common shares of the Company at
$2.50 per share effective January 15, 2004. This will result in
the issuance of 867,120 common shares of the Company.

After these conversions are completed, no Convertible Debentures
of the Company will remain outstanding.

Cedara Software Corp. -- whose September 30, 2003 balance sheet
shows a total shareholders' equity deficit of about C$167,000 --
is a leading independent provider of medical technologies for many
of the world's leading medical device and healthcare information
technology companies. Cedara software is deployed in hospitals and
clinics worldwide - approximately 20,000 medical imaging systems
and 4,600 Picture Archiving and Communications System workstations
have been licensed to date. Cedara is enabling the future of the
healthcare industry with new innovative approaches to workflow,
data and image management, integration, the web, software
components and professional services. The company's medical
imaging solutions are used in all aspects of clinical workflow
including the capture of patient digital images; the sharing and
archiving of images; sophisticated tools to analyze and manipulate
images; and even the use of imaging in surgery. Cedara is unique
in that it has expertise and technologies that span all the major
digital imaging modalities including angiography, computed
tomography, echo-cardiology, digital X-ray, fluoroscopy,
mammography, magnetic resonance imaging, nuclear medicine,
positron emission tomography and ultrasound.


CONSOL ENERGY: Adopts Shareholders Rights Plan
----------------------------------------------
CONSOL Energy Inc. (NYSE: CNX) has adopted a Shareholder Rights
Plan that is designed to ensure that all shareholders of the
Company receive fair value for their Common Shares in the event of
any proposed takeover and to guard against the use of partial
tender offers or other coercive tactics to gain control of the
Company without offering fair value to CONSOL Energy shareholders.

J. Brett Harvey, president and chief executive officer, said, "We
believe that this Plan protects shareholder interests in the event
that the Company is confronted with coercive or unfair takeover
tactics, including offers that do not treat all stockholder
interests fairly or do not maximize the value of the Company."

Mr. Harvey stressed that the Plan is not intended, nor will it
operate, to prevent an acquisition of the Company on terms that
are favorable and fair to all stockholders.  "The Plan is designed
to deal with the very serious problem of unilateral actions by
hostile acquirors that are calculated to deprive the Board and
shareholders of their ability to pursue the Company's business
strategies and otherwise to seek to maximize long-term value for
all stockholders," he said.

Under the terms of the Plan, Rights were distributed as a dividend
at the rate of one Right for each Common Share held as of the
close of business Monday.  Shareholders will not actually receive
certificates for the Rights at this time, but the Rights will
become part of each outstanding Common Share. An additional Right
will be issued along with each Common Share that is issued or sold
by CONSOL Energy after today's date.  All Rights will expire on
December 22, 2013, unless otherwise extended by the Company's
Board of Directors.

Each Right will entitle the holder to buy 1/100 of a share of
Series A Junior Participating Preferred Shares of CONSOL Energy
Inc., at an exercise price of $80.00 per share.  Each Preferred
Share fraction is designed to be equivalent in voting and dividend
rights to one Common Share.  The Rights will be exercisable and
will trade separately from the Common Shares only if a person or
group, other than certain grand-fathered Shareholders, acquires
beneficial ownership of 15% or more of the Company's Common Shares
or commences a tender or exchange offer that would result in such
a person or group owning 15% or more of the Common Shares.  Only
when one or more of these events occur will stockholders receive
certificates for the Rights.

If any person actually acquires 15% or more of Common Shares --
other than through a tender or exchange offer for all Common
Shares that provides a fair price and other terms for such shares
-- or if a 15%-or-more shareholder engages in certain "self-
dealing" transactions or engages in a merger or other business
combination in which CONSOL Energy Inc. survives and its Common
Shares remain outstanding, the other shareholders will be able to
exercise the Rights and buy Common Shares of the Company having
approximately twice the value of the exercise price of the Rights.  
Additionally, if CONSOL Energy Inc. is involved in certain other
mergers where its shares are exchanged or certain major sales of
its assets occur, stockholders will be able to purchase the other
party's common shares in an amount equal to approximately twice
the value of the exercise price of the Rights.  Upon the
occurrence of any of these events, the Rights will no longer be
exercisable into Preferred Shares.

The Company will be entitled to redeem the Rights at $0.01 per
Right at any time until the tenth day following public
announcement that a person has acquired a 15% ownership position
in Common Shares of the Company.  The Company in its discretion
may extend the period during which it can redeem the Rights.

CONSOL Energy Inc. (S&P, BB- Corporate Credit Rating, Negative) is
the largest producer of high-Btu bituminous coal in the United
States, and the largest exporter of U.S. coal. CONSOL Energy has
20 bituminous coal mining complexes in seven states and in
Australia. In addition, the company is one of the largest U.S.
producers of coalbed methane, with daily gas production of
approximately 135 million cubic feet. The company also produces
electricity from coalbed methane at a joint-venture generating
facility in Virginia. CONSOL Energy has annual revenues of $2.2
billion. It received a U.S. Environmental Protection Agency 2002
Climate Protection Award, and received the U.S. Department of the
Interior's Office of Surface Mining 2003 and 2002 National Award
for Excellence in Surface Mining for the company's innovative
reclamation practices in southern Illinois. Additional information
about the company can be found at its web
Site at http://www.consolenergy.com/


COTT CORPORATION: Acquires Quality Beverage Brands LLC Assets
-------------------------------------------------------------
Cott Corporation (NYSE: COT; TSX; BCB) announced that its
subsidiary Cott Beverages Inc. is acquiring the retailer brand
beverage business of North Carolina's Quality Beverage Brands,
L.L.C., in a move aimed at enhancing Cott's capabilities and
expanding its customer base in the Mid-Atlantic region.

In addition, Cott has signed long-term manufacturing agreements
with Quality Beverage Brands' affiliate company, bottler
Independent Beverage Corporation.

The acquisition and related manufacturing agreements are expected
to add approximately $45 million a year to Cott's sales in the
United States and will include sales from new customers not
currently served by Cott. The terms of the transaction were not
disclosed.

"This acquisition increases our capacity to service customers in
this part of the country," said John K. Sheppard, Cott's president
and chief operating officer. "As well, building upon the strong
customer relationships Cliff Ritchie and his team have built over
the years, this acquisition allows us to offer our expertise in
retailer brands, product development and category management to a
number of new customers."

"We're very pleased to enter into this relationship with Cott",
said Cliff Ritchie, Quality Beverage Brands' chief executive
officer. "Our solid reputation for outstanding service and quality
will be enhanced by Cott's proven strengths in product innovation
and marketing. This combination will allow us to provide even
better service to our customers in the future."

Cott's presence in the US has expanded over the last three years
through a number of acquisitions and alliances, a strategic growth
pillar of the Company.

Headquartered in Charlotte, North Carolina, Quality Beverage
Brands and Independent Beverage Corporation supply many major
retailers in the Mid-Atlantic region.

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


COUNTRY HOME BAKERS: Court Allows Asset Sale to J&J Snack Foods
---------------------------------------------------------------
J & J Snack Foods Corp. (NASDAQ:JJSF) announced that an agreement
to acquire the bakery assets of Country Home Bakers, Inc., has
been approved by the United States Bankruptcy Court and that
closing of the purchase is scheduled for January 5, 2004.

Country Home Bakers, Inc., with its manufacturing facility in
Atlanta, GA, manufactures and distributes bakery products to the
food service and supermarket industries. Its product line includes
cookies, biscuits, and frozen doughs sold under the names READI-
BAKE, COUNTRY HOME and private labels sold through supermarket in-
store bakeries. Total sales are estimated to be approximately $55
million.

Gerald B. Shreiber, J & J's President and Chief Executive Officer,
commented, "We are excited with the opportunity before us. Country
Home Bakers has excellent products and a good nucleus of people.
We look forward to making the 'new' Country Home Bakers company a
successful one."

J & J Snack Foods Corp.'s principal products include SUPERPRETZEL,
PRETZEL FILLERS and other soft pretzels, ICEE and ARCTIC BLAST
frozen beverages, LUIGI'S, MAMA TISH'S, SHAPE UPS, MINUTE MAID(1)
and BARQ'S(2) and CHILL frozen juice bars and ices, TIO PEPE'S
churros, THE FUNNEL CAKE FACTORY funnel cakes, and MRS. GOODCOOKIE
and CAMDEN CREEK cookies. J & J has manufacturing facilities in
Pennsauken, Bridgeport and Bellmawr, New Jersey; Scranton and
Hatfield, Pennsylvania; Carrollton, Texas and Vernon (Los
Angeles), California.

Country Home Bakers filed for Chapter 11 protection on
February 14, 2003 in the United States Bankruptcy Court of the
District of Connecticut.


CYCLELOGIC INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CycleLogic, Inc.
        fka StarMedia Network, Inc.
        999 Brickell Ave., Suite 900
        Miami, Florida 33131

Bankruptcy Case No.: 03-13881

Type of Business: The Debtor has made the transition from
                  Internet media company to wireless software
                  provider. It offers Mobile Internet solutions
                  that allow wireless operators and their end
                  users to take full advantage of the Internet
                  across multiple platforms. See
                  http://www.cyclelogic.com/for more information.

Chapter 11 Petition Date: December 23, 2003

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Joseph A. Malfitano, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: 302-571-6600
                  Fax: 302-571-1253

Estimated Assets: More than $100 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
AT&T                          Trade                   $1,701,305
c/o Lowenstein, Sandler P.C.
Attn: Michael Hahn
65 Livingstone Avenue
Roseland, NJ 07068

Empire State Development      Trade                     $500,000
Corporation
633 3rd Avenue
New York, NY 10017

JP Morgan Securities, Inc.    Trade                     $500,000
270 Park Avenue
New York, NY 10017-2070

NY City Industrial            Government                $390,000
Development Agency
Attn: Chairman
110 William Street
New York, NY 10038

Clemons Management Corp.      Trade                     $383,509
Attn: Bernstein Real Estate
P.O. Box 27967
Newark, NJ 07101-7967

Vignette                      Trade                     $210,000

Kampfner, Adriana             Trade                     $159,211

Espuelas, Fernando and        Trade                     $118,528
Chen, Jack

WINSTAR                       Trade                      $94,409

Western Bank World Plaza      Trade                      $85,072

MarchFirst, Inc. (DIP)        Trade                      $77,500

MSLI Western Region Colle     Trade                      $44,557

IBM Global Services           Trade                      $40,837

Uccello Immobilien GMBH       Trade                      $36,973

UUNET (Former WorldCom)       Trade                      $28,363

Shared Technologies Faire     Trade                      $28,275

Teligent                      Trade                      $27,006

ESTUDIOS LUIS ECHECOPAR G     Trade                      $26,318

Premium Financing Special     Trade                      $24,096

Willkie Farr & Gallagher      Trade                      $15,512


DETROIT MEDICAL: Fitch Places B Debt Rating on Watch Negative
-------------------------------------------------------------
Fitch Ratings has placed approximately $569 million of Detroit
Medical Center's bonds on Rating Watch Negative. The bonds are
rated 'B'.

For certain outstanding issues, the action pertains to the
underlying ratings since these issues are insured by Ambac
Assurance Corp., whose insurer financial strength is rated 'AAA'
by Fitch. The outstanding bond issues are listed below.

Placement of the bonds on Rating Watch Negative is due to lack of
significant improvement in DMC's overall financial performance,
and little expectation of significant improvement in the near
future. In October DMC announced an agreement with the state,
Wayne County, and the city of Detroit, in which a maximum of $50
million of public funds were made available to DMC over a 10-month
period to cover operating shortfalls at Detroit Receiving Hospital
and University Health Center and Hutzel Hospital, which comprise
about 50% of DMC's current operating losses.

A temporary oversight committee consisting of two representatives
appointed by the Governor, two appointed by the Wayne County
Executive, and two appointed by the mayor has the power to approve
the monthly requests of the public funds. While the subsidy has
had an overall positive impact on operations Fitch believes that
the current level of public funding is insufficient to offset
current losses for the entire system. Additionally, its temporary
nature lends uncertainty to the future of any permanent subsidy.
However, the recent creation of the Detroit Wayne County Health
Authority, which may be involved in owning and/or operating DRH
and Hutzel, represents a recent positive development which could
provide a long term solution to the problem.

DMC expects to release an improvement plan in late January 2004.
As part of a ten-week engagement that involved 20-25 on-site
consultants, DMC hired Huron Consulting Group (HCG) to validate
its 2004 budget, identify areas for improvement including labor
productivity, revenue cycle enhancements, and supply chain
initiatives, and evaluate potential programmatic and facility
consolidation. Fitch believes the improvement plan by itself will
be insufficient to completely stem DMC's losses, given the level
of indigent care DMC provides.

Management expects fiscal 2003's bottom line loss to total $100
million including $25 million of public aid. Through the first 10
months of 2003, DMC posted an operating loss of $106 million, not
including amounts received from the aforementioned government
subsidy. In addition, management is also reviewing potential debt
restructuring options and has extended its $50 million line of
credit with GE through June 2004. Of note, on Jan. 5 the Wayne
County prosecutor will become DMC's new president and chief
executive officer, replacing its interim CEO.

Fitch will evaluate the improvement plan after it is released in
January along with any developments that relate to future
subsidies or the Detroit Wayne County Health Authority to
determine if a rating change is warranted. Fitch believes that
without a long term solution, the improvement plan by itself will
not result in significant operating improvement and negative
rating action is likely.

DMC operates nine hospitals, seven of which serve the metropolitan
Detroit area. DMC is the largest health care provider in the
Detroit market, with 11,954 full-time equivalent employees and
about $1.6 billion in annual revenues. DMC does not covenant to
provide quarterly disclosure to bondholders, as was standard
during DMC's last bond offering in 1998. However, DMC proactively
provides monthly financial statements to bondholders and other
interested parties requesting to be on its distribution list.

Outstanding debt:

-- $108,650,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1998A;

-- $174,460,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1997A*;

-- $42,615,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Sinai Hospital of Greater Detroit), series
   1995;

-- $131,445,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1993B*;

-- $109,320,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1993A;

-- $2,575,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1988A and 1988B.

* This is an underlying rating. The bonds are insured by Ambac
  Assurance Corporation whose insurer financial strength is rated
  'AAA' by Fitch.


DIRECTV LATIN: Has Until March 1 to Make Lease-Related Decisions
----------------------------------------------------------------
DirecTV Latin America LLC obtained the U.S. Bankruptcy Court's
approval to extend the time by which the Debtor must determine
whether it will assume, assume and assign, or reject unexpired
non-residential property leases, through and including March 1,
2004.

Alfred Villoch, III, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, told the Court that the Debtor is
a party to these unexpired non-residential property leases:

   Leased Premises                Lessor
   ---------------                ------
   2400 East Commercial Blvd.     CB Richard Ellis
   Fort Lauderdale, Florida       2400 East Commercial Blvd.
   33308                          Suite 708
                                  Fort Lauderdale, Florida 33308
  
   New Town Commerce Center       Iron Mountain
   3821 SW 47th Avenue            New Town Commerce Center
   Fort Lauderdale, Florida       3821 SW 47th Avenue
   33314                          Fort Lauderdale, Florida 33314
                                  Attn: Daniel Melendez

The Debtor leases the premises for its corporate offices and
headquarters and for its warehouse. (DirecTV Latin America
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DJ ORTHOPEDICS: Will File Form S-3 Shelf Registration Statement
---------------------------------------------------------------
dj Orthopedics, Inc., (NYSE: DJO), intends to file a shelf
registration statement on Form S-3 with the United States
Securities and Exchange Commission.

Once the shelf registration statement has been filed and
subsequently declared effective by the Securities and Exchange
Commission, it will allow dj Orthopedics to issue, from time to
time, up to $85,000,000 of common stock and will also allow
selling stockholders to sell, from time to time, up to 4,000,000
shares of dj Orthopedics' outstanding common stock.  The nature
and terms of any offering will be set forth in a supplemental
filing with the Securities and Exchange Commission.

dj Orthopedics currently intends to use the net proceeds from the
sale of common stock by it for general corporate purposes,
including repaying or refinancing debt or other corporate
obligations, acquisitions, working capital, capital expenditures,
repurchases and redemptions of securities, general and
administrative expenses and/or any other purpose permitted under
its senior secured credit facility.

The registration statement relating to these securities will be
filed with the Securities and Exchange Commission and has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.  

dj Orthopedics is a global orthopedic sports medicine company
focused on the design, manufacture and marketing of products and
services that regenerate and rehabilitate soft tissue and bone
after trauma, help protect against injury and treat osteoarthritis
of the knee.  Its broad range of over 600 rehabilitation products,
many of which are based on proprietary technologies, includes
rigid knee braces, soft goods, specialty and other complementary
orthopedic products such as cold therapy and pain management
systems.  The Company's regeneration products consist of two bone
growth stimulation devices, the OL1000, approved by the FDA in
1994, which utilizes patented Combined Magnetic Field technology
to deliver a highly specific, low-energy signal for the non-
invasive treatment of an established nonunion fracture acquired
secondary to trauma, excluding vertebrae and all flat bones, and
SpinaLogic(R), a state-of-the-art device used as an adjunct to
primary lumbar spinal fusion surgery for one or two levels,
approved by the FDA in late 1999.  The Company's products provide
solutions for orthopedic professionals and their patients
throughout the continuum of care, enabling people of all ages to
maintain active lifestyles.

                          *   *   *

As reported in the Troubled Company Reporter's October 13, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
senior secured debt rating to dj Orthopedics Inc.'s proposed $130
million  credit facility, consisting of a $105 million term loan
and a $25  million revolving credit facility maturing in 2008 and
2009, respectively. Standard & Poor's also affirmed its 'B+'
corporate credit and 'B-' subordinated debt ratings on the
company.

At the same time, Moody's Investors Service placed these ratings
of dj Orthopedics, LLC on review for possible downgrade:

     - Senior implied rating of B1;

     - Issuer rating of B2;

     - B1 rating on the $15.5 million guaranteed senior secured
       term loan due 06/30/2005;

     - B1 rating on the $25 million guaranteed senior secured
       revolving credit loan due 06/30/2005; and

     - B3 rating on the $75 million 12.625% guaranteed senior
       subordinated global notes due 06/15/2009.

Moody's cited that the review is prompted by the increase in debt
associated with the company's acquisition of the bone growth
stimulator assets of OrthoLogic Corporation. Dj Orthopedics plans
to finance the acquisition with senior bank debt.


DLJ MORTGAGE: S&P Junks Series 1997-CF1 Class B-1 Notes' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-1
of DLJ Mortgage Acceptance Corp.'s commercial mortgage pass-
through certificates series 1997-CF1.

At the same time, the rating is removed from CreditWatch with
negative implications. All other rated classes from this
transaction are affirmed.

The lowered rating reflects interest shortfalls triggered by the
disposition of the REO asset, Roberds Warehouse, located in West
Carollton, Ohio. The $4.71 million loan was liquidated for $1.2
million, which resulted in a 100% principal loss. As the proceeds
were not sufficient to cover outstanding advances, interest
shortfalls resulted. Both the realized loss and interest
shortfalls were reported on the December 2003 distribution
statement. It will be several months before the class B-1 is re-
paid the cumulative unpaid interest shortfall. This is provided
that future dispositions do not cause additional shortfalls, as
there are presently two REO assets in the trust.

The two REO assets are both limited-service hotels in South
Carolina and are expected to result in substantial losses. The
servicer advances for one REO, the Holiday Inn Express Motel in
Greenville, have been declared non-recoverable, and the servicer
will not make any additional advances. However, there have been
approximately $1.35 million in advances to date, and it remains to
be seen whether any future liquidation proceeds for this asset
will fully cover such advances. The other REO asset is a 152-room
Holiday Inn in Beaufort, for which Standard & Poor's expects a
significant principal loss upon disposition. In addition, there
are five other loans that are delinquent. Two of these delinquent
loans are in special servicing, and total 6% of the outstanding
pool balance.

Standard & Poor's stressed various loans in its analysis, and the
resulting credit enhancement levels adequately supported the
lowered and affirmed ratings. The ratings, however, are
constrained by liquidity and potential liquidity issues. Should
the liquidity issues in the trust improve, Standard & Poor's will
revisit the transaction.
   
                        RATING LOWERED
   
                 DLJ Mortgage Acceptance Corp.
       Commercial mortgage pass-thru certs series 1997-CF1
   
                     Rating
          Class   To        From          Credit Enhancement
          B-1     CCC+      B/Watch Neg                9.89%
    
                        RATINGS AFFIRMED
   
                 DLJ Mortgage Acceptance Corp.
       Commercial mortgage pass-thru certs series 1997-CF1
   
           
          Class      Rating         Credit Enhancement
          A-1B       AAA                       36.93%
          A-2        AA                        28.87%
          A-3        A                         18.66%


DOBSON COMMUNICATIONS: Declares 12-1/4% Preferred Cash Dividend
---------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) declared a cash
dividend on its outstanding 12-1/4% Senior Exchangeable Preferred
Stock. The dividend will be payable on January 15, 2004 to holders
of record at the close of business on January 1, 2004. CUSIPs for
the 12-1/4% Senior Exchangeable Preferred Stock are 256 072 30 7
and 256 069 30 3.

Holders of shares of 12-1/4% Senior Exchangeable Preferred Stock
will receive a cash payment of $31.31 per share held on the record
date. The cash dividend covers the period October 15, 2003 through
January 14, 2004. The dividends have an annual rate of 12-1/4% on
the $1,000 per share liquidation preference value of the preferred
stock.

Dobson Communications (S&P, CCC+ Senior Debt and B- Corporate
Credit Rating, Stable Outlook) is a leading provider of wireless
phone services to rural markets in the United States.
Headquartered in Oklahoma City, the Company owns or manages
wireless operations in 16 states. For additional information on
the Company and its operations, please visit its Web site at
http://www.dobson.net/


ECHOSTAR COMMS: Unit Redeems 9-3/8% Senior Notes Five Years Early
-----------------------------------------------------------------
EchoStar Communications Corporation (Nasdaq: DISH) announced that
its subsidiary, EchoStar DBS Corporation, has elected to retire
all of its outstanding 9-3/8% Senior Notes due 2009, five years
early pursuant to its optional early redemption right.

In accordance with the terms of the indenture governing the notes,
the outstanding principal amount of the notes will be redeemed
effective Feb. 1, 2004, at a redemption price of 104.688 percent
of the outstanding principal amount. Interest on the notes will be
paid through the Feb. 1, 2004, redemption date. The trustee for
the notes is the U.S. Bank Trust National Association. EchoStar
Communications Corporation and its affiliates may also from time
to time repurchase their securities, including the 9-3/8% Senior
Notes, prior to the redemption date. Any such repurchases will be
subject to market conditions and other factors.  

EchoStar Communications Corporation (Nasdaq:DISH) (S&P, BB-
Corporate Credit Rating, Stable), through its DISH Network(TM), is
the fastest growing U.S. provider of satellite television
entertainment services with 9 million customers. DISH Network
delivers advanced digital satellite television services, including
hundreds of video and audio channels, Interactive TV, digital
video recording, HDTV, international programming, professional
installation and 24-hour customer service. Headquartered in
Littleton, Colo., EchoStar has been a leader for 23 years in
digital satellite TV equipment sales and support worldwide.
EchoStar is included in the Nasdaq-100 Index and is a Fortune 500
company. Visit EchoStar's Web site at http://www.echostar.com/


ENRON CORP: Files Third Amended Joint Plan of Reorganization
------------------------------------------------------------
Enron and its Creditors Committee delivered to the Court their
Third Amended Joint Plan of Reorganization and Disclosure
Statement on December 17, 2003.

Stephen F. Cooper, Acting President, Acting Chief Executive  
Officer and Chief Restructuring Officer of Enron Corporation,
relates that after the filing of the Second Amended Plan on
November 13, 2003, the Court suggested that the parties continue
to attempt to achieve a global resolution satisfactory to the
Debtors, the Creditors Committee and the ENA Examiner.  After
additional negotiations, on December 5, 2003, the parties agreed
to modify certain provisions of the previous global compromise
and each supports all of the terms and conditions now
incorporated in the Third Amended Plan.

Notwithstanding the ENA Examiner's withdrawal of support for the
compromise embodied in the Initial Plan and the First Amended
Plan, the Debtors and the Creditors' Committee elected to
incorporate into the Second Amended Plan all of the economic and
governance provisions as previously agreed with the ENA Examiner,
with certain aspects conditioned on Classes of Guaranty Claims
voting to support the Second Amended Plan.  According to Mr.
Cooper, the new compromise reached with the ENA Examiner in the
Third Amended Plan preserves many of the central terms of the
prior version of the Plan, including:

   (i) Recoveries to Creditors holding Allowed Unsecured Claims
       will be equal to 30% of their recoveries in a modified
       substantive consolidation scenario plus 70% of their
       recoveries in a scenario where there is no consolidation;

  (ii) Holders of Allowed Guaranty Claims will be entitled to
       participate in the substantive consolidation scenario to
       the extent of 50% of their Allowed Guaranty Claims;

(iii) The net economic equity value of these assets attributed
       to ENE on the Debtors' books and records will be
       reallocated for the benefit of ENA and its Creditors:

       * the value attributable to Enron Canada estimated to be
         approximately $870,000,000;

       * 50% of the value attributable to CPS -- about
         $100,000,000; and

       * the value attributable to Bridgeline Holdings,
         estimated to be approximately $40,000,000;

  (iv) Distributions to Creditors on account of their Allowed
       Unsecured Claims will be made from a common currency of
       pooled assets, except that holders of Allowed Unsecured
       Claims against ENA and its trading subsidiaries will be
       entitled to receive Cash in lieu of up to $125,000,000 of
       Plan Securities;

   (v) Proceeds from avoidance actions involving two Debtors,
       other than those included in the definition of Litigation
       Trust Claims or Special Litigation Trust Claims, will be
       shared 50/50 between the transferor Debtor and the Debtor
       whose antecedent debt was satisfied; and

  (vi) The ENA Examiner will be consulted with respect to one of
       the five Persons and the Creditors' Committee will be
       consulted with respect to four of the five Persons to be
       appointed by the Debtors to the Board of Directors of
       Reorganized ENE and, to the extent the Litigation Trust
       and Remaining Asset Trusts are created, the Litigation
       Trust Board and the Remaining Asset Trust Boards.

Mr. Cooper informs the Court that the principal modifications to
the global compromise embodied in the Initial Plan, made as a
result of the new compromise with the ENA Examiner and as
incorporated in the Third Amended Plan include:

   (1) At the suggestion of the ENA Examiner, Litigation Trust
       Claims will be deemed to be ENE assets and will be
       defined as all claims and causes of action asserted by or
       on behalf of the Debtors or the Debtors' estates:

       (a) in the MegaClaim Litigation;

       (b) in the Montgomery County Litigation (other than claims
           and causes of action against insiders or former
           insiders of the Debtors); and

       (c) of the same nature against financial institutions, law
           firms, accountants and accounting firms, certain of
           the Debtors' other professionals and other Entities as
           may be described in the Plan Supplement.

       In addition, Litigation Trust Claims will include any and
       all avoidance actions that have been or may be commenced
       by or on behalf of the Debtors' estates against the
       Entities referenced in (a), (b) and (c).

       * As a result of the Litigation Trust Claims being deemed
         to be ENE assets, holders of Allowed Intercompany Claim
         and Allowed Guaranty Claims against ENE will share in
         any recoveries on Litigation Trust Claims as ENE
         Creditors;

       * Creditors of ENE's subsidiaries without Enron Guaranty
         Claims will nevertheless share in potential recoveries
         on Litigation Trust Claims (i) to the extent the value
         of ENE's assets are conveyed to the Creditor indirectly
         by virtue of distributions made on account of Allowed
         Intercompany Claims and (ii) by virtue of ENE's
         contribution to the modified substantive consolidation
         scenario that forms the basis of the 30/70 formula for
         distributions.  In addition, the Plan will reallocate a
         portion of the distributions to be made on account of
         Allowed Enron Guaranty Claims resulting from recoveries
         on Litigation Trust Claims in accordance with this
         formula:

         (a) 80% of the distributions will be retained by holders
             of the Allowed Enron Guaranty Claims; and

         (b) 20% of the distributions will be deemed
             redistributed to holders of General Unsecured Claims
             against the subsidiary Debtor that is the primary
             obligor corresponding to the Allowed Enron Guaranty
             Claims; provided, however, that, to the extent a
             holder of an Allowed Enron Guaranty Claim also holds
             a General Unsecured Claim for the primary obligation
             against the subsidiary Debtor, the General Unsecured
             Claim will be excluded from the redistribution under
             this scenario;

   (2) Special Litigation Trust Claims will be deemed to be
       assets of ENE and treated in the same manner as
       Litigation Trust Claims;

   (3) In the event the Litigation Trust or Special Litigation
       Trust is created, the Trust Interests will be distributed
       to holders of Allowed Claims as if the assets contained
       in those trusts were distributed to holders of Allowed
       Claims against ENE;

   (4) The role of the ENA Examiner will continue as it
       currently exists in accordance with prior orders of the
       Bankruptcy Court during the period following Confirmation
       of the Plan pending the Effective Date.  Within 20 days
       after the Confirmation Date, the ENA Examiner or any
       Creditor of ENA or its subsidiaries will have the right
       to file a motion requesting the Bankruptcy Court to
       define the duties of the ENA Examiner for the period
       following the Effective Date; provided, however, that if
       no pleading is filed within 20 days, the ENA Examiner's
       role will conclude on the Effective Date.

       * The agreement by the Debtors and the Creditors'
         Committee to the foregoing procedural mechanism for
         continuing the ENA Examiner after the Effective Date
         will not be deemed to create a presumption that the
         role of the ENA Examiner should or should not be
         continued.  In addition, in no event will the ENA
         Examiner's scope be expanded beyond the scope approved
         by Court order entered as of the date of the Disclosure
         Statement Order, except that any order approving an
         overhead expense methodology for any period following
         the Confirmation Date will be deemed to be included as
         within the scope of the orders; and

       * In the event the Court enters an order defining
         post-Effective Date duties of the ENA Examiner, the
         Creditors Committee will automatically continue to
         exist to exercise all of its statutory rights, powers
         and authority until the date the ENA Examiner's rights,
         powers and duties are fully terminated pursuant to a
         Final Order.  No position taken by the Debtors or the
         Creditors' Committee in opposition to any pleading
         relating to the ENA Examiner's post-Effective Date
         duties will result in a limitation of the statutory
         role of the Creditors' Committee; and

   (5) If the ENA Examiner's role concludes on the Effective
       Date, the Creditors Committee will continue to exist
       after the Effective Date to:

       (a) continue prosecuting claims or causes of action
           previously commenced by it on behalf of the Debtors'
           estates;

       (b) complete other litigation, if any, to which the
           Creditors Committee is a party as of the Effective
           Date; and

       (c) participate, with the Creditors Committee's
           professionals and the Reorganized Debtors and their
           professionals, on the joint task force created with
           respect to the prosecution of the Litigation Trust
           Claims pursuant to the terms and conditions and to
           the full extent agreed between the Creditors
           Committee and the Debtors as of the date of the
           Disclosure Statement Order.

       Challenges to Certain Claims Based on ENE Guaranties
                 and to Certain Large ENA Claims

In connection with its review of potential avoidance actions, the
Debtors and the Creditors Committee reviewed whether any Claims
based on guaranties are susceptible to challenge.  Pursuant to
fraudulent transfer laws permitting the Debtors to avoid
obligations incurred in exchange for less than reasonably
equivalent value, the Debtors timely commenced actions, or
obtained tolling agreements from intended defendants, to
challenge Claims against ENE predicated on guaranties issued,
amended or replaced during the one-year period preceding the
Initial Petition Date.  The Debtors estimate that Guaranty Claims
susceptible to challenge represent less than one-third in amount
of all Claims based on guaranties ENE executed.  Unless the
statute of limitations was consensually tolled by agreement with
a potential defendant, any and all constructive fraudulent
transfer challenges to Claims based on guaranties ENE executed
were commenced by adversary proceedings filed on or before
December 2, 2003.  The Debtors agreed not to assert constructive
fraudulent transfer as a basis for objection to the Claims under
Section 502(d) of the Bankruptcy Code unless an affirmative
action was or is timely filed.

Pursuant to the Plan, the Debtors will offer an opportunity to
compromise and settle any constructive fraudulent transfer
actions commenced with respect to Claims against ENE predicated
on guaranties issued, amended or replaced during the one-year
period preceding the Initial Petition Date.  Creditors whose
Claims have been so challenged will have the option of accepting
a discount to the allowed amount of the Claims at varying
percentages based on the proximity of the execution of the
guaranty to the Initial Petition Date.  In addition, after
discussions with the ENA Examiner, the Debtors determined not to
challenge, on constructive fraudulent transfer grounds,
guaranties issued with respect to the Citibank/Delta Prepays, the
Mahonia Prepaid Forward Contracts and the Yosemite and Credit
Link Notes.

Moreover, after discussions with the ENA Examiner, efforts to
reconcile large disputed ENA Claims will be expedited.  The
Debtors and the Creditors Committee agreed to commence any
challenges and to file and serve any objections to:

   (i) 20 of the largest Claims against ENA, no later than 50
       days after the Confirmation Date; and

  (ii) Claims asserted in connection with (A) the Apache/Choctaw
       financing transaction, (B) the Yosemite and Credit Linked
       Notes financing transaction, and (C) the Zephyrus/Tammy
       financing transaction no later than 20 days after the
       Confirmation Date.

             Property To Be Distributed Under The Plan

The Plan is premised on the distribution of all of the value of
the Debtors' assets in accordance with the priority scheme
contained in the Bankruptcy Code.  It is anticipated that
Creditor Cash will constitute approximately two-thirds of the
Plan Currency.  Excluding the potential value of interests in the
Litigation Trust and Special Litigation Trust, the Debtors
estimate that the value of total recoveries will be approximately
$12,000,000,000.

In an effort to maximize the value to Creditors, since the
Initial Petition Date, the Debtors conducted extensive due
diligence and sales efforts for substantially all of the Enron
Companies' core domestic and international assets, including, but
not limited to, exploring the sale of the Enron Companies'
interests in PGE, Transwestern, Citrus, Northern Plains, Elektro,
Cuiaba, BBPL, Transredes, Sithe, EcoElectrica, Mariner, CPS and
Trakya.  After an extensive marketing and auction process, the
Enron Companies received bids or other indications of interest on
most of the businesses named.  These bids and other indications
of interest have been considered and evaluated by the Enron
Companies, taking into consideration the potential long-term
value and benefits of retaining certain groupings of assets and
developing the assets for future value versus the potential for
selling those interests in the near term based on the bids and
indications of interest received.  In those instances where an
immediate sale maximized the value of the interest, the assets
were sold or are the subject of pending sales.  In those
instances where the long-term prospects are anticipated to
ultimately derive greater value, the assets were retained and
will be included either (a) in one of the Operating Entities with
the stock to be distributed to Creditors pursuant to the Plan or
(b) sold at a later date.  The Debtors continue to explore all
opportunities to maximize value to Creditors, including
continuing to consider a sale of one or more of the Operating
Entities.

A full-text copy of the Third Amended Plan and Disclosure
Statement is available for free at:

     http://bankrupt.com/misc/ThirdAmendedPlan.ZIP/  
(Enron Bankruptcy News, Issue No. 91; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EXIDE: Wants Solicitation Exclusivity Extended to February 15
-------------------------------------------------------------
The confirmation trial on the Exide Technologies Debtors' Fourth
Amended Plan concluded on November 12, 2003.  However, the Court
deferred ruling on the confirmation of the Plan.

Kathleen Marshall DePhillips, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., in Wilmington, Delaware, tells the
Court that the Debtors moved their Chapter 11 cases forward while
working with key constituencies including the Official Committees
and the prepetition lenders.  The Debtors filed what they
strongly feel is a viable reorganization plan.

To preserve the status quo, the Debtors ask the Court to extend
their exclusive period for soliciting acceptances of the Plan
through and including February 15, 2004, which is the date their
DIP Facility will expire.

Ms. DePhillips assures the Court that the Debtors are not seeking
to delay the administration of their cases. (Exide Bankruptcy
News, Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FC CBO II: S&P Affirms B+ Class B Notes' Rating
-----------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A notes issued by FC CBO II Ltd., an arbitrage CBO transaction
collateralized primarily by high-yield bonds. At the same time,
the rating on the class B notes is affirmed.

The raised rating on class A is due to the paydown of
approximately $140 million to the class A notes on the previous
payment date. However, due to the slight deterioration of the
credit quality of the underlying assets, the credit enhancement
available to support the class B notes is not enough to raise the
rating assigned to it.
   
                        RATING RAISED
   
                        FC CBO II Ltd.
   
                                Rating
                  Class     To           From
                  A         AA-          A+
   
                        RATING AFFIRMED
   
                       FC CBO II Ltd.
   
                       Class     Rating
                       B         B+
   
                      TRANSACTION INFORMATION
        Issuer:              FC CBO II Ltd.
        Co-issuer:           FC CBO II Corp.
        Current manager:     Bank of Montreal
        Underwriter:         Goldman Sachs & Co.
        Trustee:             JPMorganChase Bank
        Transaction type:    Cash flow arbitrage high-yield CBO
           
        TRANCHE               INITIAL     LAST          CURRENT
        INFORMATION           REPORT      ACTION        ACTION
        Date (MM/YYYY)        03/1999     03/2003       12/2003
        Class A notes rtg.    AA          A+            AA-
        Class A OC ratio      129.80%     111.30%       120.60%
        Class A OC ratio min. 119.00%     119.00%       119.00%
        Class A note bal.     $770.000mm  $690.464mm    $501.324mm
        Class B note rtg.     BBB-        B+            B+
        Class B OC ratio      119.76%     101.60%       106.5%
        Class B OC ratio min  110.00%     110.00%       110.00%
        Class B note bal.     $65.000mm   $66.147mm     $66.656mm
           
        PORTFOLIO BENCHMARKS                        CURRENT
        S&P Wtd. Avg. Rtg. (excl. defaulted)        B+
        S&P Default Measure (excl. defaulted)       4.12%
        S&P Variability Measure (excl. defaulted)   2.18%
        S&P Correlation Measure (excl. defaulted)   1.15
        Wtd. Avg. Coupon (excl. defaulted)          8.75%
        Wtd. Avg. Spread (excl. defaulted)          4.30%
        Oblig. Rtd. 'BBB-' and Above                5.34%
        Oblig. Rtd. 'BB-' and Above                 50.12%
        Oblig. Rtd. 'B-' and Above                  78.42%
        Oblig. Rtd. in 'CCC' Range                  10.50%
        Oblig. Rtd. 'CC', 'SD', or 'D'              11.09%
        Obligors on Watch Neg (excl. defaulted)     5.63%
           
        RATED OC RATIOS (ROCs)   CURRENT
        Class A notes            107.19% (AA-)
        Class B notes            104.58% (B+)
           
  
FINOVA GROUP: Delivers Nine-Month Portfolio Collection Report
-------------------------------------------------------------
The FINOVA Group Inc.'s current business activities are limited
to maximizing the value of its portfolio through the orderly
collection of its receivables.  These activities include
continued collection of its portfolio pursuant to contractual
terms and may include efforts to retain certain customer
relationships and restructure or terminate other relationships.  
FINOVA will consider the sale of certain portfolios if buyers can
be found at acceptable prices.  Due to restrictions contained in
FINOVA's debt agreements as well as its general inability to
access capital in the public and private markets, its only viable
source of cash flow is from the collection of its portfolio.

In a recent filing with the Securities and Exchange Commission,
Stuart A. Tashlik, Finova's Senior Vice President, Chief
Financial Officer and Principal Financial and Accounting Officer,
reports the activity in total financial assets, net of the
reserve for credit losses, for the nine months ended
September 30, 2003:

                   Collection of the Portfolio
                      (Dollars in thousands)

   Total financial assets at December 31, 2002       $3,156,151

   Cash activity:
   Fundings under outstanding customer commitments      322,116
   Collections and proceeds from financial assets    (1,574,143)
                                                     ----------
   Net cash flows                                    (1,252,027)

   Non-cash activity:
   Reversal of provision for credit losses              153,768
   Net charge-offs of financial assets                  (25,253)
   Other non-cash activity                                6,070
                                                     ----------
   Net non-cash activity                                134,585

   Total financial assets at September 30, 2003      $2,038,709
                                                     ==========

According to Mr. Tashlik, total financial assets, net of the
reserve for credit losses, declined to $2,000,000,000 at
September 30, 2003, down from $3,200,000,000 at December 31,
2002.  During 2003, net cash flows from the portfolio totaled
$1,300,000,000, while non-cash activity resulted in a $134,600,000
increase in net financial assets.  Components of net cash flow
included $1,200,000,000 from collections on financial assets,
including recoveries, $373,000,000 from the sale of assets,
excluding cash gains, offset by $322,100,000 of fundings under
outstanding customer commitments.  Collections on financial assets
included a significant level of prepayments -- customer payments
in advance of scheduled due dates.

Mr. Tashlik says that prepayments are not predictable.  Given the
decline in the size of FINOVA's asset portfolio, prepayment levels
as well as scheduled amortization are expected to decline over
time.

Non-cash activity included a $153,800,000 reversal of reserves
and other non-cash activity of $6,100,000, partially offset by a
$25,300,000 reduction related to markdowns of owned assets.

FINOVA's reserve for credit losses decreased to $305,800,000 at
September 30, 2003 from $540,300,000 at December 31, 2002.  At
September 30, 2003, the total carrying amount of impaired loans
and leases was $960,600,000, of which $321,700,000 were revenue
accruing.

Mr. Tashlik maintains that FINOVA established $257,400,000 in
impairment reserves related to $603,500,000 million of impaired
assets.  At December 31, 2002, the total carrying amount of
impaired loans and leases was $1,800,000,000, of which
$471,100,000 were revenue accruing.  Impairment reserves at
December 31, 2002 totaled $438,200,000 related to $1,200,000,000
of impaired assets.

Mr. Tashlik also reports that reserves on impaired assets
decreased due to (i) write-offs, primarily on the repossession of
aircraft, (ii) an improvement in pay-off and collection experience
on certain assets previously reserved, and (iii) FINOVA's
application of cash received on non-accruing assets -- thus
reducing the impairment reserves required on those assets.  
Partially offsetting these reductions were new impairment reserves
established for assets reclassified to impaired status during 2003
and additional reserves recorded on existing impaired assets.  
Other reserves related to estimated inherent losses on unimpaired
assets, decreased primarily as a result of collections, asset
sales, changes in historical loss experience and the migration of
certain accounts to impaired assets.

Accounts classified as non-accruing were $653,600,000 or 27.9% of
total financial assets before reserves at September 30, 2003 as
compared to $1,400,000,000 or 37.7% at December 31, 2002.  The
decline in non-accruing assets was primarily attributed to
$674,500,000 in collections and asset sales and $123,500,000 in
write-offs and net valuation markdowns, partially offset by the
migration of certain previously accruing accounts to non-accruing
status.  Also contributing to the decline was the return of
certain assets to accruing status following demonstration of
sustained performance and the classification of newly repossessed
aircraft as assets held for the production of income, which are
excluded from non-accruing assets.

Non-accruing assets, Mr. Tashlik further relates, continue to be
affected by FINOVA's concerns regarding its ability to fully
collect principal and interest on certain transactions that have
significant balloon payments or residual values due at maturity.  
FINOVA is concerned that certain of its customers will not have
the ability to obtain refinancing at maturity for the full amount
of these residual/balloon payments.  FINOVA's ability or
willingness to continue to extend credit to these borrowers may
be affected by its restricted access to the capital markets and
its assessment of the costs and benefits of doing so.  In certain
of these cases, FINOVA has classified transactions as non-
accruing even though principal and interest payments are current.  
If necessary, impairment reserves on these transactions are
established in accordance with SFAS No. 114. (Finova Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FLEMING: Plan Predicated on Limited Substantive Consolidation
-------------------------------------------------------------
Fleming Companies, Inc.'s Chapter 11 Plan is premised on the
limited substantive consolidation of the Fleming Debtors solely
for purposes of actions associated with confirmation of the Plan
and occurrence of the Effective Date, including voting,
confirmation and distribution.  As a result of this limited
consolidation, a Holder of Claims against one or more of the
Debtors arising from or relating to the same underlying debt that
would otherwise constitute Allowed Claims against two or more
Debtors will have only one Allowed Claim.

The Plan does not contemplate the merger or dissolution of any
Debtor, or the transfer or further commingling of any asset of
any Debtor, except that the assets of Fleming and certain Debtor
subsidiaries already being used by Fleming Convenience in its
operations will be formally vested in Core-Mark International
Inc., or one of its Debtor subsidiaries, and except to accomplish
the distributions under the Plan.  Therefore, the limited
substantive consolidation does not affect -- other than for
voting, claim treatment, or distribution -- the legal and
corporate structures of the Reorganized Debtors or any equity
interests in the Debtor subsidiaries.

The Debtors and the Creditors Committee believe that substantive
consolidation will promote a more expeditious and streamlined
distribution and recovery process for Creditors.  Substantive
consolidation of the Debtors' estates will result in:

       (i) the deemed consolidation of the Debtors' assets and
           liabilities;

      (ii) the deemed elimination of intercompany claims,
           multiple and duplicative creditor claims, joint and
           several liability claims and guarantees; and

     (iii) the payment of Allowed Claims from a common pool of
           assets.

Substantive consolidation will relieve the Debtors' estates from
having to engage in the costly and time-consuming exercise of
litigating intercompany claims as those claims will be
eliminated.  It will also relieve the Debtors from having to
litigate creditor claims against multiple Debtor entities on the
same liability, as only one claim will be deemed allowed and
payable from one common pool of assets.  The Debtors estimate
that over $20,000,000,000 in duplicate proofs of claim have been
filed against their estates.  Moreover, substantive consolidation
will provide for a greater recovery overall for the vast majority
of creditors. (Fleming Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FLOWSERVE: Lowers 2003 Outlook & Expects to Reduce Debt by $150M
----------------------------------------------------------------
Flowserve Corp. (NYSE:FLS) Monday reduced its earnings outlook for
2003 while reconfirming that it still expects to meet its current
year debt reduction target of $150 million and its cash flow
target.

                    Earnings Before Special Items

The company now expects full year 2003 earnings per share, before
special items, could be in the range of $1.10 to $1.15, which is
about 8 to 13 cents below its previous forecast issued on Oct. 21,
2003.

The reduced outlook is primarily due to project-related delays,
including some arising from customer requests and supplier delays,
lower than anticipated parts shipments and some operational
issues.

"Of course, due to the nature of our business, it is difficult to
predict actual shipments before month end. Therefore, it is
possible there could be some variation in earnings above or below
these estimates," said Flowserve Chairman, President and Chief
Executive Officer C. Scott Greer.

                  Earnings After Special Items

The company now expects that full year 2003 earnings per share,
after special items, could be in the range of 83 to 88 cents,
which is about 12 to 17 cents below its previous forecast issued
on Oct. 21, 2003. Special items are projected to be about 4 cents
higher than the prior estimate due to increased workforce
reductions, non-cash asset impairments and currency impacts.
Special items in 2003 include integration and restructuring costs
related to the May 2002 acquisition of the Invensys Flow Control
Division. Special items are expected to reduce earnings by about
27 cents a share for the year.

                 Cash Flow And Debt Reduction

"Despite the reduced earnings outlook, we still expect cash flow
to hold up," Greer said. "We are on target for debt reduction at
the same level as was planned prior to today's earnings forecast
reduction.

"For 2004, we project improved results compared with 2003 based on
our expected better backlog and anticipated improvement in our end
markets. We plan to provide more specific guidance for 2004 during
our regular quarterly conference call in February."

Flowserve will announce fourth quarter and full year 2003
financial results on Feb. 3, 2004.

Flowserve Corp. (S&P, BB- Corporate Credit Rating, Stable) is one
of the world's leading providers of industrial flow management
services. Operating in 56 countries, the company produces
engineered and industrial pumps for the process industries,
precision mechanical seals, automated and manual quarter-turn
valves, control valves and valve actuators, and provides a range
of related flow management services.


GENERAL MARITIME: S&P Assigns Prelim. B+ Rating to $500M Shelf
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
rating to senior unsecured debt securities and preliminary 'B+'
rating to subordinated debt securities filed under General
Maritime Corp.'s $500 million SEC Rule 415 shelf registration.
Standard & Poor's existing ratings on General Maritime, including
the 'BB' corporate credit rating, are affirmed.

"The ratings on New York, New York-based General Maritime reflect
the company's significant, but managed, exposure to the
competitive and volatile tanker spot markets and an aggressive
growth strategy," said Standard & Poor's credit analyst Kenneth L.
Farer. Positive credit factors include the company's favorable
business position as a large operator of midsize Aframax and
larger Suezmax petroleum tankers with a strong market share in the
Atlantic Basin; its diversified customer base of oil companies and
governmental agencies; and good access to liquidity. At Sept. 30,
2003, the company had approximately $710 million of lease-adjusted
debt.

Following the recent sale of four vessels in November 2003,
General Maritime's fleet is comprised of 42 oceangoing vessels (23
Aframax tankers and 19 Suezmax vessels), totaling 5.1 million
deadweight tons. The company's fleet size is substantial, with
vessels that are approximately the same average age as the global
fleet. The company's fleet has expanded through the acquisition of
existing vessels, such as the acquisition of 19 vessels from
Metrostar Management Corp. in May 2003 for $525 million, rather
than through the purchase of new vessels.

Following the recent sale of four vessels in November 2003,
General Maritime's fleet is comprised of 42 oceangoing vessels (23
Aframax tankers and 19 Suezmax vessels), totaling 5.1 million
deadweight tons. The company's fleet size is substantial, with
vessels that are approximately the same average age as the global
fleet. The company's fleet has expanded through the acquisition of
existing vessels, such as the acquisition of 19 vessels from
Metrostar Management Corp. in May 2003 for $525 million, rather
than through the purchase of new vessels.

Tanker rates increased dramatically late in the fourth quarter of
2002 and have continued at fairly strong levels in 2003, as a
result of the strong demand for oil. Rates are expected to remain
above average through the fourth quarter and into 2004 with
continued premiums paid for double-hulled tankers due to
heightened environmental concerns and the Oct. 21, 2003,
acceleration of the phase-out of single-hull vessels carrying
heavy grades of oil by the EU. On Dec. 4, 2003, the International
Maritime Organization, a specialized agency of the United Nations
responsible for improving international shipping safety and
prevention of marine pollution, announced phase-out plans similar
to the plan enacted by the EU. These rules will not negatively
affect General Maritime as all of its non-double-hulled tankers
are allowed to continue operating through 2010.

General Maritime's liquidity available under credit facilities and
strong market position should enable the company to maintain a
credit profile consistent with the rating. Downside risks are
limited by the favorable near- to intermediate-term industry
fundamentals and General Maritime's solid market position.
However, dramatic improvements are unlikely due to an aggressive
growth strategy in a competitive and cyclical market.


GINGISS GROUP: Wants More Time to Make Lease-Related Decisions
--------------------------------------------------------------
The Gingiss Group, Inc., and its debtor-affiliates seeks the U.S.
Bankruptcy Court for the District of Delaware to further extend
their time period within which they must decide whether to assume,
assume and assign, or reject their unexpired nonresidential real
property leases in these chapter 11 cases.

The Debtors are requesting the Court to afford them until March 2,
2004 to determine lease-related decisions. The Debtors report that
since the Petition Date the Debtors' management and professionals
have expended considerable energies on to effecting a smooth
transition to the chapter 11 environment.  This includes:

     -- responding to information requests and concerns of the
        Official Unsecured Creditors Committee and various
        creditor constituencies;

     -- handling the typical business emergencies that occur
        immediately following the commencement of a chapter 11
        case of a large operating company;

     -- addressing the Debtors' initial reporting requirement
        and obtaining approval for the process pursuant to which
        the assets will be exposed to auction.

Accordingly, the Debtors have not been able to evaluate the value
of the Real Property Leases to the Debtors' estates separate and
apart from the transactions contemplated by the sale.

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


GRANITE BROADCASTING: Closes $405MM Senior Secured Note Offering
----------------------------------------------------------------
Granite Broadcasting Corporation (Nasdaq: GBTVK) closed the
previously announced offering of $405 million aggregate principal
amount of its 9-3/4% senior secured notes due 2010.

In addition, Granite announced that in connection with the ongoing
tender offer for all of its outstanding 8-7/8% senior subordinated
notes due 2008 and related consent solicitation, Granite received
tenders and consents with respect to $62,564,000 principal amount
of 8-7/8% Notes, representing approximately 99.998% of the
outstanding principal amount of the 8-7/8% Notes, an amount
sufficient to amend certain provisions of the indenture governing
the 8-7/8% Notes.  

In connection with the consent solicitation, Granite and The Bank
of New York, the trustee under the indenture, executed a
supplemental indenture, which eliminates certain indenture
covenants and certain potential events of default contained in the
original indenture. Granite purchased all $62,564,000 principal
amount of the 8-7/8% Notes tendered Monday.

The tender offer for the 8-7/8% Notes is still open and will
expire at 5:00 p.m., New York City time, on Thursday, January 8,
2004, unless extended or earlier terminated.

Granite Broadcasting Corporation (Nasdaq: GBTVK) (S&P, CCC Long-
Term Corporate Credit Rating, Negative) operates eight television
stations in geographically diverse markets reaching over 6% of the
nation's television households.  Three stations are affiliated
with the NBC Television Network, two with the ABC Television
Network, one with the CBS Television Network, and two with the
Warner Brothers Television Network.  The NBC affiliates are KSEE-
TV, Fresno-Visalia, California, WEEK-TV, Peoria-Bloomington,
Illinois, and KBJR-TV, Duluth, Minnesota and Superior, Wisconsin.  
The ABC affiliates are WKBW-TV, Buffalo, New York, and WPTA-TV,
Fort Wayne, Indiana. The CBS affiliate is WTVH-TV, Syracuse, New
York.  The WB affiliates are KBWB-TV, San Francisco-Oakland-San
Jose, California, and WDWB-TV, Detroit, Michigan.


HEALTHSOUTH: S&P Withdraws D Rating over Lack of Fin'l Reports
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
HEALTHSOUTH Corp. due to insufficient information about the
company's operating performance, including a lack of audited
financial statements. Standard & Poor's does not expect the
company to be able to provide restated historical financial
statements, or to be able to generate current-period financial
statements, until at least the second half of 2004. The company
has not filed audited financial statements since Sept. 30, 2002.

On April 2, 2003, Standard & Poor's lowered its ratings on
HEALTHSOUTH Corp. to 'D' after the company failed to make required
principal and interest payments on a subordinated convertible bond
issue that matured on April 1, 2003. HEALTHSOUTH is currently
embroiled in extensive litigation over several years of allegedly
fraudulent financial statements and is understood to be in
discussions with its creditors about restructuring its debt.
Nearly all members of senior management have left the company, and
most of the important corporate functions have been assumed by
professional advisors. Although HEALTHSOUTH continues to operate
its business, neither its operations nor its financial performance
can be assessed by Standard & Poor's with confidence until the
company can generate audited financial statements.


HUGHES ELECTRONICS: Split-Off and Sale to News Corp. Completed
--------------------------------------------------------------
Weil, Gotshal & Manges LLP represented Hughes Electronics Corp., a
subsidiary of General Motors Corp., in the split off of Hughes
from GM and the acquisition by the News Corporation Ltd., of 34%
of the outstanding common stock of Hughes.  

The transaction was completed Monday.

In the transactions, GM spilt-off Hughes by distributing Hughes
common stock to the holders of GM Class H common stock in exchange
for the shares that they own and simultaneously sold its 19.8%
economic interest in Hughes to News Corporation in exchange for
cash and News Corporation Preferred American Depositary Shares.  
News Corporation then acquired from the former GM Class H common
stockholders an additional 14.2% of the outstanding shares of
Hughes common stock in exchange for News Corporation Preferred
ADSs.

Hughes is a world-leading provider of digital television
entertainment, broadband satellite networks and services, and
global video and data broadcasting.

Weil, Gotshal & Manges LLP is an international law firm of
approximately 1,100 attorneys, including over 285 partners.  Weil
Gotshal is headquartered in New York, with offices in Austin,
Boston, Brussels, Budapest, Dallas, Frankfurt, Houston, London,
Miami, Paris, Prague, Silicon Valley, Singapore, Warsaw and
Washington, D.C.

     Hughes Electronics Corp.
     General Counsel:  Larry D. Hunter
     Assistant General Counsel:  Keith Landenberger

Weil, Gotshal & Manges LLP Team Representing Hughes Electronics
Corp. Partners: Frederick S. Green and Michael E. Lubowitz
(Corporate, New York); Marc L. Silberberg (Tax, New York); Michael
K. Kam (Employee Benefits, New York)

Associates: Robert Jordan, Mark D. Mendoza, Nicole C. Ostrowski
and Jason R. Riesel (Corporate, New York); Max Goodman and Scott
M. Sontag (Tax, New York)

Hughes Electronics Corporation is a unit of General Motors
Corporation. The earnings of HUGHES are used to calculate the
earnings attributable to the General Motors Class H common stock
(NYSE: GMH).

                         *   *   *

As reported in Troubled Company Reporter's April 11, 2003 edition,
Standard & Poor's Ratings Services revised its CreditWatch listing
on Hughes Electronics Corp. and related entities to positive from
developing following the company's announcement that News Corp.
Ltd., (BBB-/Stable/--) will acquire 34% of the company. The
ratings had been on CreditWatch developing, reflecting uncertainty
regarding Hughes' future ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.

Ratings List:              To                   From

Hughes Electronics Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--

DirecTV Holdings LLC
   Senior secured debt    BB-/Watch Pos/--
   Senior unsecured debt  B/Watch Pos/--

PanAmSat Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--
   Senior secured debt    BB-/Watch Pos/--     BB-/Watch Dev/--
   Senior unsecured debt  B-/Watch Pos/--      B-/Watch Dev-


IT GROUP: Committee Wants to Expand Role to Prosecute Actions
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of The IT Group
Debtors asks U.S. Bankruptcy Court Justice Walrath to amend the
November 6, 2003 Order, which gave the Committee the authority to
prosecute avoidance actions on the Debtors' behalf.  

Jeffrey M. Schlerf, Esq., at The Bayard Firm PA, in Wilmington,
Delaware, asserts that the November 6 Order should be revised to
provide the Committee with additional authority to investigate,
and, if appropriate, prosecute the Debtors' other causes of
action.  

The Debtors and the Debtors' prepetition lenders consent to the
Committee's request, Mr. Schlerf tells Judge Walrath.  The
Committee and the Prepetition Lenders represent substantially all
of the Debtors' constituencies.  Pursuant to a global settlement
to be incorporated into the Debtors' Chapter 11 Plan, the
Debtors' unsecured creditors and Prepetition Lenders will share
in the recoveries of the Debtors' Other Estate Causes of Action,
in addition to the Avoidance Actions.

The Committee and the Prepetition Lenders believe that potential
claims and causes of action may exist against the Debtors'
current and former officers, directors, accountants, as well
prepetition advisors, agents and other professional persons.  

                           Shaw Objects  

If the Court approves the Committee's request, Christopher S.
Sontchi, Esq., at Ashby & Geddes, PA, in Wilmington, Delaware,
argues that Judge Walrath must declare that the Committee is not
receiving authority to pursue causes of action against the
Debtors' former officers and directors who have become Shaw Group
Inc.'s "Hired Employees."

To avoid confusion, Shaw wants the Court to rule that the
Committee is not empowered to bring any claim or cause of action
on the Debtors' behalf against these Hired Employees:

   -- David L. Backus,
   -- Mark Ballew,
   -- Dennis N. Galligan,
   -- Gary L. Gardner,
   -- Mary A. Geiger,
   -- Charles Gearhart,
   -- Ann P. Harris,
   -- William H. Higgenbotham,
   -- Thomas R. Marti,
   -- William L. Mulvey,
   -- Raymond J. Nardelli,
   -- Richard A. Peluso,
   -- James J. Pierson,
   -- James M. Redwine,
   -- Kevin R. Smith, and
   -- Enzo M. Zoratto.

According to Mr. Sontchi, Shaw attempted, in good faith, to reach
an agreement with the Committee, but was not even given the
courtesy of a reply.  Normally, the constraints of common sense
and Rule 11 would dictate that the Committee should not file suit
or threaten to file suit on baseless actions.  Shaw's experience
with the Committee's counsel, however, leads it to believe that
the constraints will not be effective to prevent the Committee
from threatening and harassing Shaw's employees.  Therefore, Shaw
asks the Court to deny the Committee's request with respect to
the Debtors' former officers and directors who have became Shaw's
Hired Employees. (IT Group Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


JUNIPER GENERATION: S&P Places B+ Sr. Sec. Note Rating on Watch
---------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'B+' rating on
Juniper Generation LLC's $105 million senior secured notes due
2012 on CreditWatch with positive implications.

The placement follows a similar rating action on Juniper's primary
offtaker, Pacific Gas & Electric Co.

"Because the rating on Juniper is currently constrained by the
rating on PG&E, Juniper could be upgraded along with a PG&E
upgrade," said Standard & Poor's credit analyst Tobias Hsieh.

"However, the rating on Juniper is unlikely to rise above a high
speculative-grade or low investment-grade level because of other
risk factors unrelated to PG&E," added Mr. Hsieh.

The rating on Juniper, a holding company with ownership interests
in a portfolio of 10 cogeneration facilities, reflects the PG&E
bankruptcy and the fact that Juniper's debt is paid after project-
level debt service.

However, PG&E has affirmed the offtake contract with the projects,
and the bankruptcy court has approved the affirmation.
Furthermore, Juniper's current energy pricing of 5.37 cents per
kWh is substantially more favorable than the projection at the
time of the bond issuance.


KAISER ALUMINUM: Farallon Capital Named to Creditors' Committee
---------------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for Region
3, amends the composition of the Official Committee of Unsecured
Creditors of the Kaiser Aluminum Debtors to reflect the addition
of Farallon Capital Management LLC, effective December 3, 2003.

The Committee is now composed of:

   1. Merrill Lynch Bond Fund Inc., High Income Portfolio
      Attn: Philip J. Brendel/Mike Brown
      800 Scudders Mill Road, Area 1B, Plainsboro, NJ 08536
      Phone: (609) 282-0143
      Fax: (609) 282-2756;

   2. Bank One Trust Company, N.A. as Indenture Trustee
      Attn: Donna J. Parisi
      P.O. Box 710181, Columbus, OH 43271-0181
      Phone: (614) 217-2881
      Fax: (614) 248-5195;

   3. Law Debenture Trust Company of New York,
      as Indenture Trustee
      Attn: Daniel R. Fisher, Esquire, Senior Vice President
      767 Third Avenue, 31st Floor, New York, NY 10017
      Phone: (212) 750-6474
      Fax: (212) 750-1361;

   4. U.S. Bank National Association, as Indenture Trustee
      Attn: Timothy J. Sandell
      180 East 5th Street, St. Paul, MN 55101
      Phone: (651) 244-0713
      Fax: (651) 244-5847;

   5. United Steelworkers of America
      Attn: Richard M. Seltzer, Esquire
      Five Gateway Center, Pittsburgh, PA 15222
      Phone: (412) 562-2400
      Fax: (412) 562-2574;

   6. Pension Benefit Guaranty Corp.
      Attn: Hector Banda
      1200 K Street, N.W., Washington DC 20005
      Phone: (202) 326-4070, ext. 3223
      Fax: (202) 326-4112; and

   7. Farallon Capital Management LLC
      Attn: Kurt Billick
      1 Maritime Plaza, Suite 1325, San Francisco, CA 94111
      Phone: (415) 421-2123
      Fax: (415) 421-2133
(Kaiser Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


L-3 COMMS: Initiates Full Redemption of 5.25% Convertible Notes
---------------------------------------------------------------
L-3 Communications Holdings, Inc. (NYSE: LLL) has initiated a full
redemption of all of its outstanding 5.25% Convertible Senior
Subordinated Notes due 2009.

On or prior to the close of business on Friday, January 9, 2004,
holders of the Convertible Notes may elect to convert their
Convertible Notes into common stock of L-3 Communications at a
conversion price of $40.75 by surrendering the Convertible Notes
in accordance with the indenture to The Bank of New York, as
conversion agent, at 101 Barclay Street, 8 West, New York, New
York, 10286, Attention: Bernard Arsenec, Reorganization Unit. As
of December 19, 2003, the last reported sales price of L-3's
common stock on the New York Stock Exchange was $48.57.

To the extent that holders of the Convertible Notes do not convert
their Convertible Notes into common stock of L-3 Communications,
such Convertible Notes will be redeemed on January 12, 2004 at a
redemption price of 102.625% of the principal amount thereof, plus
accrued and unpaid interest to January 12, 2004. On or before
January 12, 2004, such Convertible Notes should be presented to
The Bank of New York, as paying agent for the redemption, at the
address set forth in the Notice of Redemption, dated December 22,
2003, sent that day to all registered holders.

Interest on the Convertible Notes will cease to accrue on and
after January 12, 2004 and the only remaining right of holders of
the Convertible Notes is to receive payment of the redemption
price upon surrender to the paying agent, plus accrued and unpaid
interest up to, but not including, January 12, 2004.

Headquartered in New York City, L-3 Communications (S&P, BB+
Corporate Credit Rating, Positive Outlook) is a leading provider
of Intelligence, Surveillance and Reconnaissance systems, secure
communications systems, aircraft modernization, training and
government services and is a merchant supplier of a broad array of
high technology products. Its customers include the Department of
Defense, Department of Homeland Security, selected U.S. Government
intelligence agencies and aerospace prime contractors.


L-3 COMMS: Completes $400-Mill. 6-1/8% Senior Sub. Note Offering
----------------------------------------------------------------
L-3 Communications Holdings, Inc. (NYSE: LLL) announced that L-3
Communications Corporation, its wholly owned subsidiary, has
completed an offering of $400.0 million principal amount of 6-1/8%
Senior Subordinated Notes due 2014, with interest payable semi-
annually.

The notes were offered within the United States only to qualified
institutional investors pursuant to Rule 144A under the Securities
Act of 1933, and outside the United States to non-U.S. investors
only.

As previously announced, the proceeds of this offering will be
used to repay indebtedness outstanding under its senior credit
facilities and for general corporate purposes, including
acquisitions. Also as previously announced, L-3 intends to redeem
all of its outstanding 5.25% Convertible Senior Subordinated Notes
due 2009. To the extent that holders of the Convertible Notes do
not choose to convert their Convertible Notes into common stock of
L-3, all of such Convertible Notes will be redeemed at a
redemption price of 102.625% of the principal amount thereof, plus
accrued and unpaid interest, with the proceeds of this offering.

The securities have not been registered under the Securities Act
of 1933, as amended, or any state securities laws, and unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.

Headquartered in New York City, L-3 Communications (S&P, BB+
Corporate Credit Rating, Positive Outlook) is a leading provider
of Intelligence, Surveillance and Reconnaissance systems, secure
communications systems, aircraft modernization, training and
government services and is a merchant supplier of a broad array of
high technology products. Its customers include the Department of
Defense, Department of Homeland Security, selected U.S. Government
intelligence agencies and aerospace prime contractors.


LOEWEN GROUP: Seeks Court's Final Decree Closing 26 Cases
---------------------------------------------------------
The Reorganized Loewen Group Debtors ask Judge Walsh to close 26
more cases, leaving a total of 11 cases remaining open.

Courts have held that a Chapter 11 debtor should be removed from
the ongoing supervision of the bankruptcy court once the debtor's
estate has been fully administered.  By local court rule, a debtor
may seek entry of a final decree at any time after the confirmed
plan has been substantially consummated, so long as all fees due
to the Court Clerk or the United States Trustee have been paid.  
The Debtors report that these 26 estates have been fully
administered:

   Closing Debtors                                        Case No.
   ---------------                                        --------
   Barham Funeral Home, Inc.                               99-1294
   Blackhawk Garden of Memories, Inc.                      99-1319
   Blalock-Coleman Funeral Home, Inc.                      99-1320
   BLH Management, Inc.                                    99-1323
   Care Memorial Society, Inc.                             99-1350
   Carothers Holding Company, Inc.                         99-1351
   Charlotte Memorial Gardens, Inc.                        99-1374
   Danlan Corporation                                      99-1409
   Dudley M. Hughes Funeral Home, Inc.                     99-1437
   Graceland Cemetery Development Co.                      99-1524
   Gray Gish, Inc.                                         99-1527
   Greer-Mountain View Mortuary, Inc.                      99-1536
   John B. Romano & Sons, Inc.                             99-1604
   Kingston Memorial Gardens, Inc.                         99-1624
   Loewen Group, Inc.                                      99-1674
   Lower Valley Memorial Gardens, Inc.                     99-1691
   Ludlum Management Services, Inc.                        99-1692
   Memorial Gardens Association, Inc.                      99-1720
   Newby Funeral Home, Inc.                                99-1772
   O'Neill-Redden-Drown Funeral Home, Inc.                 99-1790
   Osiris Holding of Florida, Inc.                         99-1801
   Ourso Funeral Home, Airline Gonzales, Inc.              99-1809
   Roselawn Operations, Inc.                               99-1902
   Saint Clair Memorial Gardens, Inc.                      99-1916
   Spring Hill Cemetery Company                            99-1961
   Wilson County Memorial Park, Inc.                       99-2071

The Plan has been substantially consummated, and the deposits and
property transfers provided by the Plan have been completed.  
Moreover, the Reorganized Debtors have assumed the business and
management of the Closing Debtors' assets.  In addition, most
payments provided for under the Plan have been made.  All
pleadings and Contested Claims in the  Closing Cases have been, or
will soon be, finally resolved.  All fees  with respect to the
Closing Cases have also been paid.

The Reorganized Debtors recognize that there is a pending fee
dispute with the Office of the United States Trustee regarding the
calculation of quarterly fees.  Consistent with the rulings of
other courts and the Court's prior Orders closing the other
Debtors' cases, the Reorganized Debtors ask the Court to continue
its jurisdiction over the Quarterly Fee Dispute as it relates to
both the remaining Cases and the Closing Cases. (Loewen Bankruptcy
News, Issue No. 79; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


M-WAVE INC: Bank One Extends Demand Note Until January 31, 2004
---------------------------------------------------------------
M-Wave, Inc. (Nasdaq: MWAV), a value-added service provider of
high performance circuit boards used in a variety of digital and
high frequency applications sourced domestically and
internationally, announced the following development in its
restructuring.

       BANK ONE, NA EXTENDS ITS DEMAND NOTE DUE 12-31-03

M-Wave, Inc. presently owes Bank One, NA $2,413,533 which by
agreement is due and payable December 31, 2003. The collateral
securing the obligation includes the property, plant and equipment
located in West Chicago, Illinois and the property and former
plant located in Bensenville, Illinois. The Company presently pays
interest on this obligation at the prevailing Prime Rate. Bank One
confirmed an extension for 30 days until January 31, 2004.

The company was unable to meet its deadline of December 31, 2003
with respect to paying off the balance.  

Jim Mayer, Chief Restructuring Advisor to M-Wave's Board said:
"The extension will allow M-Wave further time to: 1.) Facilitate
sale of the Bensenville collateral assets, and to 2.) Pursue
strategic and financial alternatives that generate cash from its
West Chicago assets."

The Company expects to make further announcements about its
restructuring and turnaround efforts during the first quarter of
2004.

Established in 1988 and headquartered in the Chicago suburb of
West Chicago, Illinois, M-Wave is a value-added service provider
of high performance circuit boards. The Company's products are
used in a variety of telecommunications and industrial electronics
applications. M-Wave services customers like Federal Signal on
digital products and Celestica-Nortel and Remec with its patented
bonding technology, Flexlink II(TM), and its supply chain
management services including Virtual Manufacturing (VM) and the
Virtual Agent Procurement Program (VAP) whereby customers are
represented in Asia either on an exclusive or occasional basis in
sourcing and fulfilling high volume and technology circuit board
production in Asia through the Company's Singapore office. The
Company trades on the Nasdaq National market under the symbol
"MWAV." Visit the Company on its Web site at http://www.mwav.com/

Established in 1991 by a European-American joint venture between
Groupe Warrant of Belgium and DiversiCorp, Inc. of Dallas, Texas,
CSI provided cross-border collateral control that linked lenders
to their assets located both inside the U.S. and Western Europe.
In 1998 CSI was split off from the two partner companies and
evolved into a specialized consulting firm devoted to transitional
and troubled middle market companies. Jim Mayer, its Managing
Member, has 18 years of experience including 12 years as CEO of
DiversiCorp, Inc. and has managed or directed more than 50
engagements with troubled companies and provided a variety of
services directly to clients including: due diligence, workout,
collateral control, corporate restructuring, bankruptcy support,
cross-border secured finance and interim management. Mayer has
served on several boards of directors including the Turnaround
Management Association.

                          *    *    *    

                          Backgrounder

As reported in Troubled Company Reporter's November 19, 2003
edition, M-Wave, on October 1, 2003, entered into a new $2,413,533
loan with Bank One, NA that would mature on December 31, 2003, and
requires monthly payments of interest at the bank's prime rate.
This loan replaced the unpaid portion of the Industrial Revenue
Bonds that were used to fund the acquisition of the land and
construction of the Company's manufacturing plant located in West
Chicago, Illinois, and a related forbearance agreement with the
bank. Upon signing the new loan, the Company was no longer in
default of its obligations to the bank arising pursuant to the
IRB.

However, the Company said it needed to repay or renegotiate the
loan, or seek alternative financing, prior to the loans' maturity
date. Concurrent with the new loan, M-Wave paid $350,000 toward
then-outstanding principal obligations, and Bank One released
liens covering the company's accounts receivable and inventory.
Additional terms of the loan include assigning Bank One a lien on
the Company's real estate and improvements located in Bensenville,
IL, site of its former operations. Bank One was to receive a
payment of $650,000 upon sale of the Bensenville assets, to be
applied to the loan's principal. As of press time, the Company
has not sold the Bensenville assets.


MAGIS NETWORKS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Magis Networks, Inc.
        10145 Pacific Heights Blvd
        Floor 4
        San Diego, California 92130

Bankruptcy Case No.: 03-11307

Type of Business: The Debtor manufactures chipsets used in
                  home entertainment wireless networking
                  systems. The company's chips are designed to
                  support HDTV and DVD among other audio, video,
                  and data standards. See
                  http://www.magisnetworks.com/for more  
                  information.

Chapter 11 Petition Date: December 19, 2003

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Margaret M. Mann, Esq.
                  Heller, Ehrman, White, & McAuliffe LLP
                  4350 La Jolla Village Drive, 7th Floor
                  San Diego, CA 92122
                  Tel: 858-450-8400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
R.B. Income Properties        Real estate lease       $4,156,741
4350 La Jolla Village Drive
Suite 150
San Diego, CA 92122

Synopsis                      Supplies                $2,376,475
700 E. Middlefield Road
Mountain View, CA 94043

Cadence                       Supplies                  $754,060
Dept CH 10585
Suite 110
Palatine, IL 10585

Copper Mountain Networks,     Real estate lease         $636,290
Inc.
10145 Pacific Heights Blvd.
Suite 300
San Diego, CA 92121

Maxim Integrated Products     Trade debt                $493,110
120 San Gabriel Drive
Sunnyvale, CA 94086

Silicon Valley Bank-GATX      Claim secured by          $157,558
                              Equipment

TSMC                          Trade debt                $156,084

ISE Labs                      Trade debt                 $69,776

Jazz Semi                     Trade debt                 $47,250

ESMI                          Trade debt                 $39,935

Mefas                         Trade debt                 $28,986

FastRamp Test Services        Trade debt                 $24,704

HCL, LLC                      Trade debt                 $23,250

Test Equity                   Trade debt                 $21,728

Test Edge                     Trade debt                 $18,200

Continental Resources, Inc.   Trade debt                 $17,392

MEI                           Trade debt                 $13,597

Agilent Technologies          Trade debt                 $11,630

Kulicke & Sofia Industries,   Trade debt                 $10,176
Inc.

PricewaterhouseCoopers        Trade debt                  $9,261


MEDIACOM: Expects to Achieve Positive Free Cash Flow in 2004
------------------------------------------------------------
Mediacom Communications Corporation (Nasdaq:MCCC) announced
financial guidance for 2004.

The Company's specific financial forecasts for 2004 include:

     -- Revenues of $1.075 billion to $1.085 billion

     -- Operating income before depreciation and amortization of
        $425 million to $435 million

     -- Capital expenditures of $165 million to $175 million

     -- Unlevered free cash flow of at least $250 million

     -- Interest expense of $194 million to $200 million

     -- Free cash flow of at least $50 million

"During 2004--which we project will be our first full fiscal year
with positive free cash flow--we expect to grow unlevered free
cash flow by over 50% and to generate free cash flow of at least
$0.42 per share," said Rocco B. Commisso, Mediacom's Chairman and
CEO. "This strong free cash flow performance will be driven by
continued growth in operating income before depreciation and
amortization and, now that our cable network upgrade program is
behind us, a significant decline in capital expenditures."

"To bolster our competitive position in the video business in
2004, we plan to introduce digital video recorders and expand the
availability of video-on-demand and high-definition television to
our customers," Mr. Commisso continued. "Although we still expect
some pressure on basic subscribers next year, our forecast also
factors in another record performance from Mediacom Online and
solid growth in our advertising business. Lastly, we are on track
to launch voice-over-Internet-protocol telephony service in
certain markets during the second half of 2004."

The Company's 2004 guidance for operating income before
depreciation and amortization and capital expenditures reflects
the migration of certain labor and overhead costs from capital
expenditures to operating expenses as a direct result of the
completion of the Company's cable network upgrade program in 2003.
This migration has no impact on unlevered free cash flow or free
cash flow. The 2004 guidance also incorporates capital
expenditures and operating expenses related to the Company's VoIP
telephony launches planned for the second half of 2004.

               Use of Non-GAAP Financial Measures

"Operating income before depreciation and amortization,"
"unlevered free cash flow" and "free cash flow" are not financial
measures calculated in accordance with generally accepted
accounting principles in the United States. The Company defines
unlevered free cash flow as operating income before depreciation
and amortization less capital expenditures, and free cash flow as
operating income before depreciation and amortization less
interest expense, net and capital expenditures.

Operating income before depreciation and amortization is one of
the primary measures used by management to evaluate the Company's
performance and to forecast future results. The Company believes
operating income before depreciation and amortization is useful
for investors because it enables them to assess the Company's
performance in a manner similar to the method used by management,
and provides a measure that can be used to analyze, value and
compare the companies in the cable television industry, which may
have different depreciation and amortization policies. A
limitation of this measure, however, is that it excludes
depreciation and amortization, which represents the periodic costs
of certain capitalized tangible and intangible assets used in
generating revenues in the Company's business. Management utilizes
a separate process to budget, measure and evaluate capital
expenditures.

Free cash flow is used by management to evaluate the Company's
ability to service its debt and to fund continued growth with
internally generated funds. The Company believes free cash flow is
useful for investors because it enables them to assess the
Company's ability to service its debt and to fund continued growth
with internally generated funds in a manner similar to the method
used by management, and provides a measure that can be used to
analyze, value and compare companies in the cable television
industry. The Company's definition of free cash flow eliminates
the impact of quarterly working capital fluctuations, most notably
the timing of semi-annual cash interest payments on the Company's
senior notes. The only difference between the terms free cash flow
and unlevered free cash flow is that unlevered free cash flow does
not subtract interest expense, net. The Company's definitions of
free cash flow and unlevered free cash flow may not be comparable
to similarly titled measures used by other companies.

Operating income before depreciation and amortization, unlevered
free cash flow and free cash flow should not be regarded as
alternatives to either operating income or net loss as indicators
of operating performance or to the statement of cash flows as
measures of liquidity, nor should they be considered in isolation
or as substitutes for financial measures prepared in accordance
with GAAP. The Company believes that operating income is the most
directly comparable GAAP financial measure to operating income
before depreciation and amortization, and that net cash flows
provided by operating activities is the most directly comparable
GAAP measure to unlevered free cash flow and free cash flow. The
Company is unable to reconcile these non-GAAP measures to their
most directly comparable GAAP measures on a forward-looking basis
primarily because it is impractical to project the timing of
certain items, such as the initiation of depreciation relative to
network construction projects, or changes in working capital.

Mediacom Communications (S&P, BB Corporate Credit Rating,
Negative) is the nation's 8th largest cable television company and
the leading cable operator focused on serving the smaller cities
and towns in the United States. The Company's cable systems pass
approximately 2.73 million homes and serve about 1.56 million
basic subscribers in 23 states. Mediacom Communications offers a
wide array of broadband products and services, including
traditional video services, digital television, high-speed
Internet access, video-on-demand and high-definition television.


MIKOHN GAMING: Inks Exclusive Distribution Pact with Park Place
---------------------------------------------------------------
Mikohn Gaming Corporation (NASDAQ: MIKN) announced an exclusivity
agreement with Park Place Entertainment Corporation (NYSE:PPE) for
the distribution rights to its new Garfield(TM) slot game.

Under the terms of the agreement Park Place will have a 90-day
exclusive in each of the U.S. markets in which it operates
casinos. "We are pleased to acquire the rights to distribute
Mikohn's new Garfield(TM) game at our properties. This agreement
will offer our slot players another fun and interesting game that
features the conveniences of Ticketing Technology," said Kenneth
Geiger, Park Place Entertainment senior vice president of slot
operations.

Mikohn's new Garfield(TM) game is scheduled to debut in casinos in
early 2004.

Russ McMeekin, President and CEO of Mikohn Gaming commented; "Our
game designers have done a tremendous job creating a highly
entertaining game based on the Garfield(TM) character. This is the
first in a series of games based on the world's most lovable and
recognized feline. Offering slot players two base game features --
Appetite and Popcorn and three highly interactive bonus games --
Mission: Refrigerator, Target Practice and Slice of Life, this new
game with its enhanced premium top box operating on Mikohn's
robust Matrix platform, is sure to create excitement on the slot
floor."

Mikohn (S&P, B- Corporate Credit Rating, Negative Outlook) is a
diversified supplier to the casino gaming industry worldwide,
specializing in the development of innovative products with
recurring revenue potential. The Company develops, manufactures
and markets an expanding array of slot games, table games and
advanced player tracking and accounting systems for slot machines
and table games. The company is also a leader in exciting visual
displays and progressive jackpot technology for casinos worldwide.
There is a Mikohn product in virtually every casino in the world.
For further information, visit the Company's Web site:
http://www.mikohn.com/   

Park Place Entertainment Corporation (NYSE: PPE - News) is one of
the world's leading gaming companies. Park Place owns, manages or
has an interest in 29 gaming properties operating under the
Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand
names with a total of approximately two million square feet of
gaming space, 29,000 hotel rooms and 54,000 employees worldwide.
The company plans to change its name to Caesars Entertainment,
Inc. on January 6, 2004.

Additional information on Park Place Entertainment can be accessed
through the company's Web site at http://www.parkplace.com/  


MIRANT CORP: MAGI Committee Wants Nod to Assert Estate Claims
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC seeks the Court's authority, pursuant to Sections
362(a), 1103(b) and 1109(b) of the Bankruptcy Code, to assert, on
MAGI's behalf, claims against Debtors Mirant Corporation and
Mirant Americas, Inc. and certain of their current and former
officers and employees, as well as certain current and former
members of MAGI's board of managers.

              The Transfers of Substantial MAGI Cash

Starting in late 2001 and through 2002, Deborah D. Williamson,
Esq., at Cox & Smith Incorporated, in San Antonio, Texas, relates
that Mirant experienced a dramatic financial decline caused by a
combination of factors, including an abundance of new power
generation capacity with a resulting excess of supply positions
throughout the United States, the bankruptcy of several
significant energy sector companies, a reduction in energy
trading and a restriction of capital available to energy
companies.  As a result, Mirant had a net loss of $2,400,000,000
for the fiscal year ending December 31, 2002.

For most of year 2002, and possibly starting in 2001, Mirant had
not been a viable entity and survived only by financial trickery
and manipulation of its wholly owned subsidiaries to maintain the
fiction that it had the financial ability to pay its debts when
due.

Simultaneously, Ms. Williamson notes, MAGI's financial condition
also was declining during year 2002.  MAGI's revenues declined
over 50% in fiscal year 2002 compared to 2001.  The same trend is
true in MAGI's EBITDA and free cash flow.  

"Clearly, action was required by the management of both Mirant
and MAGI if the value of company assets and the interests of
creditors were going to be preserved and protected," Ms.
Williamson remarks.  However, the reaction of the Mirant
directors and the MAGI board of managers to this financial crisis
was just the opposite.  Instead of making changes to the business
plan or reducing overhead or operating expenses, Mirant and
Mirant Americas, through their directors, together with the MAGI
Managers, proceeded with a scheme to systematically deplete
MAGI's cash, for Mirant's sole benefit.  Mirant was able to
achieve this scheme because MAGI did not and does not now have
independent management or directors, but instead is run by a
board of managers, all of whom are Mirant directors or
executives.

According to Ms. Williamson, all of MAGI's Managers have had
conflicting roles in Mirant.  Thus, MAGI and its assets are
completely unprotected from Mirant and Mirant's conflicted
executives, and there is no responsible person whose sole charge
is to protect MAGI, and who is authorized to bring a lawsuit on
its behalf.

Ms. Williamson contends that if MAGI did have an independent
board of managers acting on its behalf, that board would be able
to ensure that the duties owed to the company and its creditors
were being observed.  Specifically, an independent board would
protect MAGI's interest by:

   * ensuring that MAGI creditors and other parties-in-interest
     receive financial and business information on a MAGI-only
     basis, and not just Mirant information on a consolidated
     basis;

   * evaluating proposed DIP financing involving MAGI assets to
     ensure that sufficient flexibility is maintained, so that
     MAGI could emerge from Chapter 11 separately from Mirant;

   * supervising the conduct of trading by MAEM on behalf of
     MAGI to safeguard MAGI's interests by verifying that all
     intercompany transactions related to trading are on fair
     and arm's-length terms; and

   * investigating, evaluating and, if appropriate, prosecuting
     any causes of action belonging to the MAGI estate.

Ms. Williamson points out that through Mirant's control and
dominion of MAGI management, during year 2002 and possibly
continuing in 2003, Mirant and its wholly owned subsidiary Mirant
Americas forced MAGI to make "dividend" payments that ultimately
were for the benefit of Mirant.  At the direction of the Mirant
Directors and with the assistance of MAGI Managers, MAGI issued
$134,000,000 in purported dividends during the first quarter of
2002, $453,000,000 during the second quarter and an additional
$209,000,000 in the third quarter of 2002.  Based on publicly
filed documents, there is no question that MAGI transferred
nearly $1,000,000,000 of its cash to the benefit of Mirant.  The
same public filings fail to state what value MAGI ever received
in exchange for these transfers.  Because of this, MAGI's very
existence was at risk, as its auditors issued a qualified "going
concern" opinion expressing "substantial doubt" as to the
company's ability to continue operating.

        The Delaware Litigation and the Mirant Complaint

As a result of the continuing pattern of neglect by the MAGI
Managers, on June 10, 2003, Ms. Williamson reports that an
informal committee of certain holders of publicly traded notes
issued by MAGI commenced litigation in the Delaware Chancery
Court against Mirant, Mirant Americas, the MAGI Managers and
certain former and current officers and directors of Mirant.  The
Plaintiffs in the Delaware litigation sought, among other things,
recovery of about $1,000,000,000 in MAGI cash that had been
transferred during the previous year.  The complaint asserted
claims for breach of fiduciary duty, fraudulent transfer,
conversion, aiding and abetting breach of fiduciary duty, as well
as well as federal securities law and common law tort claims.

When the U.S. Trustee appointed the MAGI Committee on July 25,
2003, its members immediately began to evaluate the assets of the
MAGI estate, including those claims asserted by the plaintiffs in
the Delaware Litigation.  Initially, the MAGI Committee attempted
to obtain from the Debtors information on intercompany transfers
of assets and any investigation thereof that Mirant may have
conducted.  However, Ms. Williamson informs the Court that the
MAGI Committee did not receive any substantive response to this
and subsequent inquiries, nor did the MAGI Committee receive any
indication that the Debtors were investigating or pursuing MAGI's
claims.  Indeed, a Mirant executive stated on September 18, 2003
that the Debtors would require significant additional time prior
to being able to provide any information to the MAGI Committee
regarding the $1,000,000,000 transfer.  Moreover, the Debtors
asked Judge Lynn to stay certain litigations, which included the
Delaware Litigation with respect to those individual non-debtor
defendants.  This request is made without providing any
explanation to the MAGI Committee as to how the Debtors would
resolve MAGI's significant claims against Mirant, or how the
claims could ever be resolved given that the present MAGI and
Mirant management is the same one that authorized the substantial
transfers of cash from MAGI.

Due to the Debtors' conflict of interest, Ms. Williamson asserts
that the MAGI Committee is the only party that can pursue these
claims on behalf of the MAGI estate:

A. The Claims against Mirant and Mirant Americas

   (a) Breach of Fiduciary Duty.  Mirant and Mirant Americas
       breached their fiduciary duties to MAGI and its creditors
       by authorizing the systematic transfer of MAGI's cash to
       Mirant's benefit during the time MAGI was suffering
       financial distress.  Mirant and Mirant Americas
       participated in and allowed these transfers to occur even
       though MAGI received less than equivalent value for the
       assets transferred and even though the transfers worsened
       MAGI's financial condition.  As a consequence of the
       breach, the MAGI estate has claims for damages against
       Mirant and Mirant Americas of at least $1,000,000,000;

   (b) Fraudulent Transfer.  Mirant and Mirant Americas caused
       the transfer of at least $1,000,000,000 of MAGI's assets,
       for which MAGI did not receive reasonably equivalent
       value.  These transfers were made with the actual intent
       to hinder, delay and defraud MAGI's creditors, left MAGI
       with insufficient capital with which to conduct its
       business and prevented MAGI from being able to satisfy
       its debts as they came due.  As a result, Mirant and
       Mirant Americas are liable for damages to the MAGI estate
       in an amount of not less than $1,000,000,000;

   (c) Conversion.  Starting in at least January 2002, Mirant
       and Mirant Americas directed MAGI to pay about
       $1,000,000,000 in purported distributions to Mirant
       Americas, for the benefit of Mirant.  Mirant presently
       exercises unlawful dominion and control over these funds,
       which rightfully belong to the MAGI estate.  As a result,
       Mirant and Mirant Americas have caused damages in an
       amount of not less than $1,000,000,000;

   (d) Restitution.  The receipt of $1,000,000,000 in dividends
       by Mirant and Mirant Americas through their tortious acts
       constitutes an unjustified retention of a benefit by
       Mirant and Mirant Americas.  Mirant and Mirant Americas
       have been and continue to be unjustly enriched based on
       their acts of conversion and the knowing receipt of
       fraudulent conveyances, all to the detriment of MAGI and
       its creditors.  Based on the unjust enrichment, the MAGI
       estate is entitled to restitution from each of Mirant and
       Mirant Americas in excess of $1,000,000,000; and

   (e) Constructive Trust.  The transfer of $1,000,000,000 in
       funds belonging to MAGI was the result of tortious acts
       and breaches of fiduciary duty by Mirant, the Mirant
       Directors and the MAGI Managers.  These transferred funds
       rightfully belong to the MAGI estate.  However, Mirant
       presently exercises dominion and control over these
       funds, resulting in an unjust enrichment of Mirant at the
       expense of MAGI and its creditors.  Mirant utilizes the
       funds to support its speculative energy trading business,
       including providing collateral to contract
       counterparties, all for the sole benefit of Mirant.  
       These funds rightfully belong to, and are property of,
       the MAGI estate.  Therefore, under principles of equity,
       a constructive trust should be imposed on these funds so
       that they may be returned to the estate of MAGI.

B. The Claims against the MAGI Managers

   (a) Breach of Fiduciary Duty.  The MAGI Managers had a
       fiduciary duty to MAGI and its constituents, including
       MAGI's creditors.  This fiduciary duty included the
       obligation to exercise independent judgment on behalf of
       the company and to take steps to preserve and protect
       MAGI assets by ensuring that the company received
       reasonably equivalent value for all transfers of assets.
       In violation of this duty, the MAGI Managers authorized
       and permitted the transfer of MAGI's cash to the benefit
       of Mirant while MAGI was suffering financial distress.
       As a direct and proximate result of this breach, MAGI has
       been damaged.  Therefore, the MAGI Managers are liable to
       MAGI for damages in an amount not less than $1,000,000;
       and

   (b) Aiding and Abetting Conversion.  Mirant and Mirant
       Americas' actions in directing MAGI to pay Mirant
       Americas at least $1,000,000 in purported distributions
       constituted the conversion of assets rightfully belonging
       to MAGI.  The MAGI Managers knowingly participated in
       that conversion, and provided substantial assistance to
       Mirant and Mirant Americas in achieving this conversion.
       As a consequence of this aiding and abetting, the MAGI
       Managers caused damage to the MAGI estate in an amount
       not less than $1,000,000,000.

C. The Claims Against the Mirant Directors

   (a) Aiding and Abetting Breach of Fiduciary Duty.  The Mirant
       Directors knowingly participated and substantially
       assisted in the breaches of fiduciary duty by the MAGI
       Managers in allowing the $1,000,000,0000 transfer of MAGI
       assets to Mirant and Mirant Americas in exchange for less
       than reasonably equivalent value.  Based on common
       control and overlapping executives and directors between
       MAGI and Mirant, the Mirant Directors participated in and
       substantially assisted in the transfer of assets.  As a
       consequence, the estate has claims against the Mirant
       Directors in an amount not less than $1,000,000,000;

   (b) Aiding and Abetting Fraudulent Transfer.  The Mirant
       Directors knowingly participated and substantially
       assisted in the $1,000,000,000 transfer of MAGI assets to
       Mirant without any consideration to MAGI.  As a
       consequence, the MAGI estate has damages against the
       Mirant Directors in an amount not less than
       $1,000,000,000; and

   (c) Aiding and Abetting Conversion.  The Mirant Directors
       knowingly participated in the conversion of MAGI cash by
       Mirant and Mirant Americas through the payment of
       purported dividends, and the Mirant Directors provided
       substantial assistance to Mirant and Mirant Americas in
       achieving the conversion.  As a consequence, the MAGI
       estate has damages against the Mirant Directors in an
       amount not less than $1,000,000,000.

Ms. Williamson argues that the request should be granted because:

   (i) due to inherent and intractable conflicts of interest
       among the MAGI Managers and other Debtors, MAGI cannot
       and will not pursue the Claims;

  (ii) the MAGI Committee is the only party capable of pursuing
       the valuable claims on behalf of the MAGI Estate;

(iii) the MAGI Estate's claims are colorable;

  (iv) demand on the Debtors to pursue the MAGI Estate's claims
       is futile due to inherent conflicts of interest; and

   (v) the MAGI Committee has properly requested leave from the
       Court to bring the suit. (Mirant Bankruptcy News, Issue
       No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MISSISSIPPI CHEMICAL: Court Approves $97MM Financing Agreement
--------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board:  MSPIQ.OB)
announced that the U.S. Bankruptcy Court in Jackson, Mississippi
has approved the company entering into a $96.7 million
Supplemental Post-Petition Credit Agreement.  

This term loan will be provided by certain funds managed by
Delaware Street Capital and DDJ Capital Management LLC for the
purpose of refinancing a portion of the company's existing secured
bank debt.

As agreed to by the company's existing bank group, led by Harris
Trust and Savings Bank, and the Official Unsecured Creditors
Committee, the term loan will be used to reduce pre-petition
secured bank debt by $90.0 million and to pay transaction-related
fees and expenses of approximately $6.7 million.  This
transaction, which is expected to close by December 30, 2003, will
lower the pre-petition bank credit facility to approximately $68
million and allow the company to retain its 50 percent equity
interest in Point Lisas Nitrogen Limited, formerly known as
Farmland MissChem Limited, its Trinidad ammonia facility. The term
loan facility matures on October 31, 2004.

In addition, the new investors or their affiliates will tender for
the remaining secured bank debt, including the obligations under
the debtor-in-possession (DIP) facility, at par plus accrued
interest (excluding default interest).  The tender is conditioned
upon acceptance by at least 51 percent of the participating banks
representing not less than 66-2/3% of the outstanding principal
amount.  This transaction is expected to close by January 27,
2004.  The company anticipates that the pre-petition secured loans
and the DIP facility will remain in place with current terms until
a plan of reorganization is confirmed by the U.S. Bankruptcy Court
or alternative financing is arranged.

As a result of these agreements, the U.S. Bankruptcy Court has
entered an order terminating the sale process involving the
company's equity interest in PLNL.  The company will pay Koch
Nitrogen Company a breakup fee in the amount of $3.8 million. This
fee will be paid out from proceeds of the term loan from the new
investors.

Charles O. Dunn, president and chief executive officer of
Mississippi Chemical Corporation, said, "We are very pleased with
the participation of Delaware Street Capital and DDJ Capital
Management.  Their active involvement and intention to convert a
substantial amount of their initial loan to equity in a
reorganization, in combination with potential similar conversions,
which we expect will be recommended by the Official Creditors'
Committee, will significantly reduce the company's debt. We
continue to experience improving conditions in our products'
markets, which combined with the prospect of a meaningful
deleveraging of the company's capital structure, will accelerate
the adoption of a viable plan of reorganization. Expediting the
process will be in the best interests of all constituent parties."

David Markus, a principal at Delaware Street Capital, said, "We
are pleased to provide this facility to enable Mississippi
Chemical to maintain a balanced portfolio of manufacturing and
distribution assets in the nitrogen and phosphate industries. Upon
completion of its restructuring plan, the company will be well
positioned to benefit from the improving fundamentals in the
agricultural sector. We look forward to working with the company
towards completing its reorganization, and facilitating a rapid
emergence from bankruptcy."

As part of the work toward a plan of reorganization, the company
will continue with the sale process of its potash assets, which is
expected to be completed during the first calendar quarter.  This
sale will also reduce the company's debt.

Mississippi Chemical Corporation is a leading North American
producer of nitrogen, phosphorus and potassium products used as
crop nutrients and in industrial applications.  Production
facilities are located in Mississippi, Louisiana and New Mexico,
and through our joint venture Point Lisas Nitrogen Limited, in The
Republic of Trinidad and Tobago. On May 15, 2003, Mississippi
Chemical Corporation, together with its domestic subsidiaries,
filed voluntary petitions seeking reorganization under Chapter 11
of the U.S. Bankruptcy Code.


MORGUARD REIT: Reduced Credit Measures Prompt S&P's Rating Cuts
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Morguard REIT to 'BB' from 'BB+'. At the same
time, Standard & Poor's lowered the senior secured debt ratings on
Morguard's five series of first mortgage bonds to 'BBB' from
'BBB+' and lowered the debt rating on Morguard's second mortgage
bond to 'BB+' from 'BBB-'. The outlook is stable.

The ratings were lowered due to the trust's declining credit
measures in the past number of years, stemming from increases in
debt and interest expense assumed from transactions during a time
of relatively low cash flow growth. As a result, the trust's debt
to total book value of capital has increased to about 68% as of
Sept. 30, 2003, up from 65% at year-end 2002 and 57% at year-end
2001. In addition, Morguard's debt service coverage ratio has
slipped to about 1.5x, approximately the same as at year-end 2002
and down from 1.7x at year-end 2001. EBITDA interest coverage at
1.85x has fallen below the 2.0x at year-end 2002. Since 2001, debt
has increased about 50%, to C$841 million from C$563 million,
while real estate assets at cost have increased 27% to C$1.26
billion from C$0.99 billion. Standard & Poor's classifies Morguard
REIT's C$147 million of convertible unsecured subordinated
debentures as debt and adds the interest on those debentures to
the total interest expense. The credit strengths of Morguard
include the good competitive position of the company's more
dominant assets, a management team experienced in the operation
and development of commercial properties, stable occupancy in its
portfolio, and a largely fixed-rate debt structure. Offsetting
these credit strengths is a capital structure that has become more
highly levered, a portfolio that is moderate in size with a heavy
dependence on the performance of five mall properties, and limited
financial flexibility.

The mortgage bonds are considered a secured debt obligation of
Morguard and therefore are notched off of the corporate credit
rating on Morguard. Hence, the rating actions on the mortgage
bonds are a direct reflection of the one-notch lowering of the
corporate credit rating, and not a reflection of performance of
the bond collateral. In a stressed analysis by Standard & Poor's,
the collateral coverage of the mortgage bonds is considered strong
enough that there is potential for receiving accrued interest
during a post-bankruptcy period. Therefore, the first mortgage
bonds have been rated three notches above the corporate credit
rating. The second mortgage bond is notched two below the first
mortgage bonds to reflect the subordinated position of those
bondholders.

Morguard is a medium size Canadian company with a portfolio of
retail, office, and industrial properties totaling approximately 9
million sq. ft. Portfolio occupancy at 92% is essentially
unchanged from 93% at year-end 2002 and 93% at year-end 2001. The
company has five key retail properties, each with notable local
market strength (St. Laurent Shopping Centre in Ottawa, Ontario,
The Centre at Circle and 8th in Saskatoon, Sask., Cambridge Centre
in Cambridge, Ont., Red Deer Centre in Red Deer, Alta., and
Shoppers Mall in Brandon, Man.). The trust has another 77 other
ffice, industrial, and retail properties. In 2003, the trust
acquired a portfolio of 10 properties containing 829,000 sq. ft.
in three retail, three industrial, and four office properties.
About 60% of the trust's net operating income is generated from
retail properties, followed by office at 26% and industrial at
14%.

The trust has roughly C$308,500 million in six mortgage bonds
outstanding rated by Standard & Poor's (C$55 million 6.76% series
D due March 28, 2006; C$106.2 million 6.7% due Oct. 9, 2006; C$55
million 7,72% series B due March 28, 2007; C$18.0 million 7.10%
due Oct. 9, 2007; C$25 million 7.51% series C due June 1, 2010;
and C49.3 million 6.725% due April 9, 2008). Three of the mortgage
bonds, totaling C$135 million, are secured by the St. Laurent
Centre and a pool of properties secures the balance of the other
three bonds. The St. Laurent Centre is a 946,000 square foot
enclosed regional mall with 220 stores and a freestanding six-
storey office building. The property is a dominant mall in its
market area and is a strong performer, with total occupancy of 98%
and sales per sq. ft. of the in-line tenants of approximately
C$580.00. A pool of 49 properties secures the remaining three
mortgage bonds. The properties in the pool are a mix of retail,
office, and industrial.

Liquidity appears moderate but adequate, given the trust's capital
needs in the near term. Debt maturities excluding bank lines are
manageable in the next two years, given that the majority is
secured debt that can likely be refinanced. A large portion of
debt matures in 2007 when the trust will have about C$167 million
of first mortgage bonds mature, as well as the C$147 million
convertible debt issue. Maintenance capital expenditures are
considered moderate and appear to be comfortably covered by cash
flow. Morguard's immediate cash availability is modest, with
reported availability under operating bank lines of about C$29.9
million (24% drawn) and balance-sheet cash of about C$300,000.
Morguard has room for about C$155 million in additional debt under
the 60% debt to gross book value limit specified in the trust
indenture, given the current 52.7% ratio.   

The lower credit measures for Morguard are sufficient for the
ratings category with some allowance for a further modest decline
in credit measures. Softer real estate fundamentals have weakened
results for many property companies. Nevertheless, Morguard's
portfolio diversity by product type and tenant should help to
maintain occupancy levels and mitigate any further declines,
should there be a prolonged period of downward pressure on
occupancy and rental rates. Furthermore, management has been
active in pursuing its stated diversification strategy.

   RATINGS LOWERED             To                From
  
   Morguard REIT
  
   Corporate credit rating     BB/Stable/--      BB+/Stable/--  
  
   Senior secured debt
  
   First mortgage bonds       BBB               BBB+
  
   Second mortgage bond       BB+               BBB-


MOUNT SINAI MED.: Remedies Debt Service Coverage Covenant Default
-----------------------------------------------------------------
Fitch Ratings received a notice from Sun Trust that the matters
raised in the Default Notice issued Nov. 18, 2003, for a debt
service coverage covenant violation in fiscal year 2002, have been
remedied, and therefore has determined that the Events of Default
described in the Default Notice do not exist. Fitch had expected
that the events of default would be withdrawn when it assigned a
'BB' rating to the approximately $107 million, series 2004 Mount
Sinai Medical Center, Florida bonds and the bonds listed below.
The bonds are expected to price in February 2004 through
negotiation led by Merrill Lynch & Co. Fitch will publish its full
rating report nearer to the time of pricing.

Outstanding debt:

-- $92,125,000 City of Miami Beach Health Facilities Authority,
   hospital revenue bonds, series 2001A (Mount Sinai Medical
   Center of Florida Project);

-- $30,430,000 City of Miami Beach Health Facilities Authority,
   hospital revenue bonds, series 2001B (Mount Sinai Medical
   Center of Florida Project);

-- $70,640,000 City of Miami Beach Health Facilities Authority,
   hospital revenue bonds, series 2001C (Mount Sinai Medical
   Center of Florida Project);

-- $98,000,000 City of Miami Beach Health Facilities Authority,
   hospital revenue bonds, series 1998 (Mount Sinai Medical Center
   of Florida Project).


MVP GROUP LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: MVP Group LLC
        aka Jilly's American Grill
        7301 E. Butherus Dr.
        Scottsdale, Arizona 85260-2414

Bankruptcy Case No.: 03-21929

Type of Business: Food restaurant and entertainment.

Chapter 11 Petition Date: December 16, 2003

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Franklin D. Dodge, Esq.
                  Ryan, Woodrow, & Rapp, P.L.C.
                  3101 N. Central Avenue, #1500
                  Phoenix, AZ 85012
                  Tel: 602-280-1000
                  Fax: 602-728-0422

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


NAPRO BIOTHERAPEUTICS: Appoints Anne Bailey VP/GM, Genomics Div.
----------------------------------------------------------------
NaPro BioTherapeutics, Inc (Nasdaq: NPRO) appointed Anne Bailey as
its Vice President of Diagnostics and Reagents and General Manager
of its Genomics Division.  

Ms. Bailey has over 25 years of management experience in the
medical diagnostics, reference laboratory and research products
industries.

Ms. Bailey received her B.S. in Biology/Chemistry from Samford
University and an M.S. in Biochemistry from Johns Hopkins
University.  Most recently Ms. Bailey served as Vice President of
Diagnostics at Variagenics and has held additional management
positions at Avitech Diagnostics, Photest Diagnostics and Metpath,
Inc.

Ms. Bailey commented on her appointment, "I am excited to join
NaPro's team of talented scientists at this pivotal time in the
company's development. I believe there is a wealth of untapped
commercial value for both therapeutic and diagnostic applications
for NaPro's gene editing technology.  I look forward to
participating in the commercialization of this unique platform
technology."

NaPro also announced that Mr. Jeffrey White, the President of
NaPro's Genomics Division, would be leaving the company, effective
January 2, 2004, to pursue other opportunities.  Mr. White will
continue as a consultant to the Company.

"We are delighted to have a manager of Anne Bailey's strong
background and experience joining us at this time in our Genomics
Division," commented Leonard P. Shaykin, Chairman and CEO of
NaPro.  "At the same time, we are sorry to see Jeff White leave
NaPro.  He has established a strong foundation for our therapeutic
and diagnostic programs within the Genomics Division.  We all wish
him well in his future endeavors."

NaPro BioTherapeutics, Inc., is a life science company focused on
the development of targeted therapies for the treatment of cancer
and hereditary disease.

NaPro BioTherapeutics' October 1, 2003 balance sheet shows a
working capital deficit of about $11 million, and a total
shareholders' equity deficit of about $3.5 million.


NATIONAL CENTURY: Wants to Continue Using Cash Collateral
---------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates want to continue using the Cash Collateral to fund  
their operations.  Accordingly, the Court authorizes the Debtors
to use the Cash Collateral through and including February 27,
2004.  

Judge Calhoun emphasizes that the funds transferred from the
Restricted SPV Accounts during the period December 6, 2003
through and including February 27, 2004 must not exceed
$16,000,000.

National Century Financial Enterprises, Inc.'s Thirteen-Week  
Projected Cash Flow report (updated December 2, 2003) for the  
period from December 5, 2003 to February 27, 2004 is available
for free at:  

http://bankrupt.com/misc/cashcollateralbudget_120503to022704.pdf/   

            National Century Financial Enterprises, Inc.
                  Thirteen-Week Cash Flow Forecast
                December 5, 2003 to February 27, 2004

Operating Cash Inflows
   A/R Receipts (Net)                                         $0
   Leases/Other                                                0
                                                  --------------
   Total Operating Cash Inflows                                0

Operating Cash Outflows
   Payroll                                               653,501
   Legal                                                 331,500
   Sundry Services                                       554,900
   Miscellaneous/Contingency                             233,793
                                                  --------------
   Total Cash Outflows from Ops.                       1,773,694

   Net Operating Cash Flow                            (1,773,694)

Non-Operating In/(Out)flows
   Asset Sales                                                 0
   Other Non-Operating Cash Inflows                            0
   Restructuring Prof. Fees and Expenses       
      Retained Debtor                                 (6,831,111)
      Retained Creditor                               (7,829,041)
      Non-Retained Professionals and Other               (20,000)
                                                  --------------
                                                     (14,680,151)

   Total Non-Operating In/(Out)flows                 (14,680,151)

   TOTAL NET CASH FLOW                               (16,453,845)

   Beginning Cash Balance                              3,174,286
   Net Cash Flow                                     (16,453,845)
   Transfers from Lockbox Funds                                0
   Transfers to NPF VI and NPF XII                             0
   Transfers from NPF VI and NPF XII                  13,279,559
   Total Available Net Cash Position                           0

   Cumulative Funding Need                           $13,279,559
                                                  ==============
(National Century Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NETDRIVEN SOLUTIONS: Sept. Net Capital Deficit Widens to $1.6MM
---------------------------------------------------------------
NetDriven Solutions Inc. (NDS: TSE) announced audited financial
results for the fiscal year ending September 30, 2003.

Fiscal 2003 was a difficult year for NetDriven. The Company's
vision of becoming a leading provider of IT managed services to
the Small Medium Enterprise marketplace was hampered by slow IT
spending. Despite some notable successes, adoption of the
Totaluptime product offering was disappointing and did not
generate forecasted revenue or cash flows. Unreceptive capital
markets resulted in the inability to raise sufficient financing to
sustain the Company in the interim while Totaluptime developed
critical mass. NetDriven no longer felt it was able to support the
effort necessary to successfully deploy the Totaluptime product in
the market.

During the 3rd and 4th quarters, the Company took necessary action
to improve the financial position of the Company. NetDriven has
sold or discontinued the operations of its subsidiaries and made
reductions in staffing and management. The Company has also
negotiated an informal arrangement with its creditors to settle
the majority of its outstanding indebtedness. The restructuring
efforts remain subject to regulatory approval.

With restructuring now substantially completed, NDS is considering
potential acquisition or merger opportunities with the view to
reestablishing value for the shareholders of the Company.

The Company's September 30, 2003 balance sheet shows a working
capital deficit of about $130,000 and a total shareholders' equity
deficit of about $1.6 million.

                              Revenue

Revenues associated with the discontinued operations of Partners
Computer Systems, Totaluptime and the Company's other subsidiaries
are accounted for in discontinued operations. Revenue from
continuing operations was minimal, including commissions on sales
of computer hardware and services.

                         Operating Expenses

Selling and Administrative

Selling and administrative expenses consist of compensation,
general and administrative expenses. Compensation consists of
payroll and benefits for NetDriven corporate employees (head
office), including severance, and for contractors aiding in the
restructuring of the business. General and administrative expenses
consist of office leases, office equipment, professional services
(legal, accounting, investor relations) etc. Relocation of the
Company to smaller facilities and use of more appropriately priced
professional services have served to control these expenses during
the restructuring period.

Production

Production expenses associated with continuing operations are
effectively nil. Hardware and software cost of sales associated
with subsidiaries disposed of in fiscal 2003 are classified with
discontinued operations.

Product Development Costs

Product development costs are the expenses associated with the
development team which was assumed in the Read Attachments
acquisition. During the 1st and 2nd quarters, this team advanced
the development of the KSuite knowledge protection and sharing
software prior to the decision to dispose of the product and its
subsequent sale.

                              Other

Debt Forgiveness

Debt forgiveness includes renegotiated settlement of indebtedness
with creditors totaling $628,219. This was associated with the
Company's restructuring efforts discussed in detail below.

Net Loss from Discontinued Operations

The net loss from discontinued operations in fiscal 2003 relates
to discontinued operations of its subsidiaries and partnership.
This amounted to a loss of $1,008,356.

                              Outlook

NetDriven has been working to restructure its operations to
extract the most value for all stakeholders and to obtain new
financing to sustain the Company as it seeks an acquisition,
merger partner or acquirer. The Company has been in discussion
with a number of parties who have expressed an interest in either
being acquired by or merging with NetDriven, however, as yet there
are no firm offers.

NetDriven is also pursuing potential merger opportunities or other
arrangements with organizations positioned to take advantage of
the Company's substantial tax loss carry forward. The Company has
incurred non-capital losses for income tax purposes of
approximately $12.6 million and estimated capital losses of
approximately $5.8 million.

Upon completing a merger or acquisition transaction, NDS will seek
to reestablish trading on the TSX.

                       Restructuring Plan

NetDriven has sold or discontinued the operations of its
subsidiaries and has substantially completed the informal
arrangement with its creditors to settle the majority of its
outstanding debt. During this time NetDriven fell below the
listing requirements for the TSX and was suspended from trading
August 1, 2003 and has 12 months to meet the listing requirements
of the TSX in order to reapply to resume trading.

Organizational Restructuring

In the last fiscal year the Company had accepted the resignations
of or terminated almost all management and employees and has
retained a minimal staff to assist in the restructuring while
maintaining minimal operations. All subsidiaries or entities
relating to Partners Computer Systems, including 956752 Ontario
Ltd., Ray Williams Holdings Ltd., Lightstream Technologies Inc.
and Partners Computer Systems, and TotalUptime Inc., were put into
voluntary bankruptcy by the Company as they were unable to meer
their financial obligations as they came due. In order to simplify
the corporate structure and reporting requirements, the remaining
subsidiary companies of the Company which were not active were
sold for nominal consideration. At this time, NetDriven has no
subsidiary companies.

Capital Restructuring

The Company has 33,006,678 shares issued and outstanding. The
Company has agreed to issue 13,099,701 common shares to various
creditors pursuant to an informal debt settlement arrangement.
Included in this amount are 10,000,000 common shares being issued
to settle a one time management restructuring charge. The share
issuance is subject to TSX approval. In addition, the Company has
substantially completed a private placement of 14,000,000 common
shares at a price of $0.02 per share for total proceeds of
$280,000. The proceeds have been utilized to satisfy the cash
component of the debt settlement arrangement with creditors; to
offset costs associated with the restructuring; and for general
working capital relating to reviewing prospective acquisitions.
The private placement remains subject to TSX approval. Further
capital alterations may be required to accommodate the needs of
new participants in the Company. Shareholder approval for an up to
20:1 consolidation of capital is being sought at the Annual
General Meeting to be held on January 19, 2004.

Strategic Alternatives

The Company is currently investigating strategic opportunities for
the shareholders such as an acquisition, joint venture or merger.

For more information on the Company, visit
http://www.netdrivensolutions.com/  


NORD PACIFIC: Settles All Litigation with Nord Resources Corp.
--------------------------------------------------------------
The Directors of Nord Resources Corporation (Other OTC:NRDS)
announced that Nord Resources Corporation and the individual
directors have agreed to a settlement of all litigation with Nord
Pacific Limited (Pink Sheets:NORPF) and associated parties and
have provided mutual releases for each other.

As part of the settlement agreement, Nord Pacific Limited will
transfer its 20% carried interest in the Johnson Camp Copper
Project back to the Resources. Pacific will also withdraw and seek
the dismissal of default judgments and litigation against
Resources and associated persons in both the State of New Mexico
Court and the U.S. District Court. Resources will seek to have the
action in the Court of Queen's Bench of New Brunswick terminated
and the interim order entered into against Pacific and its
directors withdrawn. Four of the five persons elected to the Board
of Pacific on June 28, 2003 have resigned.

            Nord Resources Benefits from Nord Pacific
                    Acquisition by Allied Gold

Pacific has entered into an agreement with Allied Gold Limited
which provides for the acquisition by Allied Gold of all the
outstanding shares of Nord Pacific under a Plan of Arrangement.
Under the Plan, Resources will effectively receive one share of
Allied Gold for each share of Pacific held which will be set forth
in the proxy statement submitted to shareholders in connection
with the shareholders meeting to be called to approve the Plan.

The Plan is subject to a number of conditions, including court
approval of the Plan in New Brunswick, regulatory approvals in the
United States, Canada and Australia and approval of the Plan at
shareholders meetings for both Pacific and Allied Gold. It is
currently expected that the shareholders meeting to approve the
Plan will be held sometime in late May or June 2004. It is
expected that the interim order of the New Brunswick Court, which
will provide for the meeting of shareholders to approve the
arrangement, will require a vote of 2/3 (two-thirds) of the
outstanding shares and options. The Directors of Resources
strongly endorse and support the Plan.

Pacific is involved in a joint venture with PGM Ventures
Corporation, a Canadian based company, on Pacific's Simberi Gold
Project and the Tabar Exploration Project, both located in Papua
New Guinea. Based on current information, PGM has recently earned
a 50% interest in the Simberi gold project by expending
US$1,500,000 on predevelopment activities.

Recently, a Feasibility Study was completed for the Simberi Gold
Project and the joint venture is taking steps to place the project
into production. Pacific estimates that it will take approximately
one year from construction commencement to achieve operational
status.

To earn a 50% interest in the Tabar exploration project, PGM must
fund US$2,000,000 in exploration activities.

Pacific's common stock closed at US$0.10 on December 19, 2003.
Allied Gold's common stock closed at A$0.23 on December 19, 2003.
As of that date, the currency exchange rate was US$0.735 for each
A$1.00.

Allied Gold is a newly listed resources company on the Australian
Stock Exchange (symbol:ALD.AX) and is headquartered in Perth,
Australia. It is engaged in the active exploration for, and
acquisition of, gold properties. It is currently affiliated with
Mineral Commodities, Inc., which is also traded on the AX
(symbol:MRC.AX). Mineral Commodities is engaged in a number of
projects, including the large Xolobeni heavy minerals project in
South Africa.

          Comments by Ronald A. Hirsch, Chairman and CEO
                      of Nord Resources

"The basis for litigation by Resources against Pacific was
primarily to protect the value of its Nord Pacific holding and
avoid dilution of its interests. We believe under the plan of
arrangement with Allied Gold and Nord Pacific, that this will be
achieved. It will also serve to underpin the current Simberi
Pacific-PGM Joint Venture agreement, allowing substantial upside
potential as the parties develop the project which should be
further enhanced by current higher gold prices."

"Nord Resources currently holds approximately 3.7 million Nord
Pacific shares and will be able to convert a A$280,000 Pacific
debt to 1.4 million additional shares under the plan of
arrangement, effectively maintaining its nearly 24% stake in
Pacific."

"Further, Nord Resources has received 300,000 PGM Venture
Corporation shares and other consideration in conjunction with its
settlement with Pacific."

Mr. Hirsch added, "With the litigation behind us, our recently
announced management changes and our new directors, we can now
focus on our major asset, the 100% owned Johnson Camp Copper Mine
in Dragoon, Arizona. We are currently in active negotiations to
advance the project, and should benefit from the rise in copper
prices."

                 Comments by Erland A. Anderson,
              President and COO of Nord Resources

"The settlement of litigation with Pacific is a very positive step
for Nord Resources. This action will allow Resources to move
forward with our important mission: the re-development of Johnson
Camp and the building of value for our shareholders. The Johnson
Camp Copper Mine is a significant asset for Nord Resources and the
mine is poised for a very early return to production after
financing arrangements are concluded. The project can begin
producing 99.999% copper cathode within three months of startup
and full mining operations can commence after eight months."

"The operating team at Johnson Camp, headed by Vice President and
General Manager Mike Attaway, is a seasoned group of professionals
with extensive experience in the heap leaching of copper. This
group is completely focused on returning Johnson Camp to
production."

"We are very anxious to put Nord Resources back on the map as a
producer of high grade copper cathode. At current copper prices
and based on Feasibility Study forecasts, Johnson Camp can be a
very profitable operation for Nord Resources."

                         Other Interests

Nord Resources also owns a 2.5 % royalty interest in Sierra Rutile
Limited, which, based on current information, is slated to resume
production of titanium dioxide in 2004. At one time, this project
represented over 50% of the entire exports of Sierra Leone.


NORD PACIFIC: Inks Pact to Sell Assets to Allied Gold Under Plan
----------------------------------------------------------------
The Directors of Nord Pacific Limited announced that Nord Pacific
and Allied Gold Limited have entered into an agreement which
provides for the acquisition by Allied Gold of all the outstanding
shares of Nord Pacific under a plan of Arrangement.

All Directors present at a meeting held on December 20, 2003
approved the Arrangement and have agreed to recommend that Nord
Pacific shareholders approve the Arrangement.

Under the Arrangement, Nord Pacific shareholders will effectively
receive one common share of Allied Gold for each share of Nord
Pacific that they own, as more fully described below and which
will be set forth in detail in the proxy statement to be submitted
to shareholders in connection with the shareholders meeting to be
called to approve the Arrangement.

Nord Resources Corporation (OTC: NRDS), which holds approximately
3.7 million shares (17%) of Nord Pacific, and the Management and
Directors of Nord Pacific, which hold 5.2 million shares (23%),
have agreed to vote their Nord Pacific shares in favor of the
Arrangement. Nord Pacific has agreed not to solicit or encourage
any competing acquisition proposals and has agreed to pay Allied
Gold a break fee of $240,000 plus expenses if the Arrangement
agreement is terminated under certain events. Upon termination of
the Arrangement agreement, the loans and other liabilities under
the Credit Facility Agreement described below may become due and
payable.

Allied Gold is expected to issue 23,670,152 shares to complete the
transaction. The payments by Allied Gold to each Nord Pacific
shareholder, who is not a resident of Canada for income tax
purposes, is subject to 25% Canadian withholding tax unless the
Nord Pacific shareholder provides a certificate from the Canadian
Customs and Revenue Authority that such tax need not be withheld.
If Allied is required to make any withholding tax payment on
behalf of a Nord shareholder only the balance of the consideration
owing will be provided to such shareholder in Allied Gold shares.
The necessary instructions on how to obtain such a certificate
will be provided to Nord Pacific shareholders as part of the proxy
information which will be sent to shareholders in connection with
the aforementioned shareholders meeting.

The actual means by which Nord Pacific shareholders are entitled
effectively to receive one Allied Gold share for each Nord Pacific
share are as follows. Nord Pacific shareholders will be entitled
to receive A$0.20 per share for each share of Nord Pacific that
they own payable by one share of Allied Gold for every A$0.20
payable to such shareholder. As the consideration is fixed in
terms of money this helps determine the amount of withholding tax
payable.

The Arrangement is subject to a number of conditions, including
court approval of the Arrangement in New Brunswick, regulatory
approvals in the U.S., Canada and Australia, and approval of the
Arrangement at shareholders meetings for both Pacific and Allied
Gold.

It is currently expected that the shareholders meeting to approve
the plan of Arrangement will be held sometime in late May or June
of 2004. It is expected that the interim order of the New
Brunswick court, which will provide for the meeting of
shareholders to approve the Arrangement, will require a vote of
2/3 (two-thirds) of the outstanding shares and options.

Nord Pacific has engaged Stark Winter Schenkein & Co. LLP of
Denver, Colorado, to audit the necessary financial statements and
annual report which are in arrears and are required by regulatory
authorities in order to solicit proxies for Nord Pacific's
shareholders meeting to vote on the Arrangement.

Allied Gold is a newly listed company on the Australian Stock
Exchange (symbol: ALD.AX) and is headquartered in Perth, Western
Australia. It is engaged in the active exploration for and
acquisition of gold properties. It is closely affiliated with its
parent company, Mineral Commodities Inc., which is also traded on
the ASX (symbol: MRC.AX). Mineral Commodities is engaged in a
number of projects including the large Xolobeni heavy minerals
project in South Africa.

Nord Pacific is traded on the U.S. Pink Sheets market (OTC: NORPF)
and has been historically engaged in gold and copper mining in
Australia and exploration and prospective development of gold
deposits, primarily on the Tabar Islands of Papua New Guinea.

Nord Pacific's common stock closed at US$0.10 on December 19,
2003. Allied Gold's common stock closed at A$0.23 on December 19,
2003. As of that date, the currency exchange rate was US$0.735 for
each A$1.00.

       Simberi Gold Project and Tabar Exploration Project

The Simberi Joint Venture includes the advanced Simberi Gold
Project located in the Tabar Islands of New Ireland Province,
Papua New Guinea, as well as a joint venture interest in the Tabar
Exploration Joint Venture.

As previously reported, these activities resulted in the discovery
of commercially mineable oxide gold deposits on Simberi Island,
which are now the subject of the Simberi Joint Venture between
Nord Pacific and PGM Ventures Corporation, a Canadian based
company. Based on current information, PGM has earned a 50%
interest in the Simberi Mining Joint Venture by expending
$1,500,000 on predevelopment activities.

The Simberi Gold Project is well advanced with a recently
completed Feasibility Study and the joint venture is taking steps
to place the project into production. It is expected that
construction of the mining and processing facilities will commence
in mid-2004 upon the successful arrangement of project finance.
The main permits for the operation, including a mining lease, have
been granted. Nord Pacific estimates that it will take
approximately one year from commencement of construction to
achieve an operational status.

Nord Pacific also holds a 99% interest in the Tabar Exploration
Joint Venture with PGM, the terms of which require the sole
funding of exploration activities by PGM in the amount of
$2,000,000 in order for PGM to earn a 50% interest in the joint
venture.

                         Other Projects

Nord Pacific holds a 22% interest in the Mandilla Well Joint
Venture with Newmont Mining exploring for gold in Western
Australia, and a 10% interest in the Monakoff Joint Venture with
Mount Isa Mines exploring for base and precious metals in
Queensland.

The Company also has a 100% interest in the Mapimi exploration
project located near Mapimi, Durango, Mexico, which surrounds the
old Ojuela mining district that produced significant tonnages of
high grade gold, silver, lead and zinc ores, and a nominal
interest in the dormant Young-Shannon gold project in Ontario.

                     Settlement of Litigation

Nord Pacific also announced that the Company and the individual
directors have agreed to a settlement of all litigation with Nord
Resources Corporation and associated parties, and have provided
mutual releases to each other. The settlement was necessary in
order for Allied Gold to be willing to proceed with the
Arrangement.

Among the main points of the settlement agreement, Nord Resources
recognizes the validity of share issuances to certain directors of
Nord Pacific and will seek to have the action in the Court of
Queen's Bench of New Brunswick terminated and an Interim Order
entered into against Nord Pacific and its directors withdrawn.
Nord Resources and associated persons also recognize the validity
of the Board of Directors of Nord Pacific as constituted at the
time of the commencement of the litigation. Nord Pacific will
transfer its 20% carried interest in Nord Resources' Johnson Camp
copper project back to Nord Resources and will recognize that it
owes a debt of A$280,000 to Nord Resources which it has agreed to
have Allied acquire in the Arrangement in exchange for Allied
shares at a rate of A$0.20 per share. Nord Pacific will also
withdraw and seek the dismissal of default judgments and
litigation against Nord Resources and associated persons in both
New Mexico State Court and U.S. Federal Court.

                    Financing by Allied Gold

Nord Pacific and Allied Gold have also entered into a Credit
Facility Agreement under which Allied Gold has agreed to loan up
to $5.4 million to Nord Pacific to fund its share of the Simberi
Joint Venture capital requirements and to fund ongoing corporate
costs prior to completion of the plan of Arrangement. The loans
will bear interest at LIBOR plus 2% and will mature on December
31, 2005. The loans will be advances in exchange for notes
convertible into Nord Pacific common stock, at Allied Gold's
option, at increasing prices per share. The initial $600,000 will
be convertible at a price of $0.05 per share, the next $1,800,000
at $0.10 per share, the next $1,000,000 at $0.15 per share, the
next $1,000,000 at $0.20 per share and the last $1,000,000 at
$0.25 per share. Once Allied Gold acquires notes that convert to
10% of the shares of Nord Pacific, it will be entitled to nominate
a director to replace an existing director on the Board of Nord
Pacific. When it has notes that convert to 50% of the shares of
Nord Pacific, it will be entitled to replace another director.

     Comments by Mark Welch, President and CEO of Nord Pacific

Mark Welch, Director, President and CEO of Nord Pacific said,
"Your Board and management are pleased with their association with
Allied Gold. As most shareholders know, it has been a difficult
time for our company, but we have good assets and good people who
have persevered under difficult circumstances. We believe that the
transaction creates the opportunity to create value for our
shareholders."

"Although Allied Gold is a new company, it is managed by
experienced and well-qualified mining and finance personnel who,
in conjunction with our people, will be able to take our projects
forward, especially the Simberi Gold Project and the associated
Tabar Exploration Project. Over the past several months, we have
developed a close working relationship with senior Allied Gold
management, and believe that the fortunes of Nord Pacific will be
in good hands and the future looks bright, especially with the new
luster to gold," he added.

Mr. Welch continued "On behalf of myself and my fellow directors,
I want to thank all shareholders, employees and other stakeholders
who have given us of their time and encouraging support during
difficult times. We have never lost faith in this company and its
potential, and thank you for your continued dedication."


NORTEK: Selling Ply Gem Industries to Caxton-Iseman for $570MM
--------------------------------------------------------------
Nortek, Inc., a leading international designer, manufacturer and
marketer of high-quality brand name building products, signed a
definitive agreement under which investment vehicles associated
with Caxton-Iseman Capital, Inc., will acquire Ply Gem Industries,
Inc., Nortek's wholly owned subsidiary, which encompasses Nortek's
Windows, Doors and Siding segment, in a transaction valued at
approximately $570 million.  

Nortek is owned by certain members of management and Kelso and
Company, L.P.

With its headquarters in Kearney, Missouri, Ply Gem manufactures
and distributes a range of products for use in the residential new
construction, do-it-yourself and professional renovation markets.  
Principal products include vinyl siding, windows, patio doors,
fencing, railing, decking and accessories marketed under the
Variform, Great Lakes, Napco, CWD and Kroy brand names.  Ply Gem's
2002 net sales were approximately $509 million and the business
has approximately 2,600 employees.

Richard L. Bready, Nortek's Chairman and Chief Executive Officer,
said, "The sale of Ply Gem is consistent with Nortek's strategy to
continually review and strengthen its core businesses.  The net
proceeds will enable Nortek to reduce outstanding indebtedness and
position Nortek to continue the profitable growth of its market-
leading businesses."

A commitment for debt financing for the transaction has been
received from UBS Loan Finance LLC.  The debt-financing commitment
and completion of the transaction, which is expected to occur
during the first quarter of 2004, are subject to customary closing
conditions.

UBS Securities LLC and Daroth Capital Advisors LLC served as
financial advisors to Nortek.

Nortek (a wholly owned subsidiary of Nortek Holdings, Inc.) is a
leading international manufacturer and distributor of high-
quality, competitively priced building, remodeling and indoor
environmental control products for the residential and commercial
markets.  Nortek offers a broad array of products for improving
the environments where people live and work.  Its products
currently include: range hoods and other spot ventilation
products; heating and air conditioning systems; vinyl products,
including windows and doors, siding, decking, fencing and
accessories; indoor air quality systems; and specialty electronic
products.

                          *    *    *

As previously reported in Troubled Company Reporter, Moody's
Investors Service assigned and confirmed ratings to Nortek,
Inc., with Stable outlook.

                         Rating Actions

      * B1 senior implied rating

      * B1 Issuer rating

      * Ba3 on the $200 million senior secured revolving credit
        facility due 2007

      * B1 on $175 million of 9.25% senior notes due 3/15/2007

      * B1 on $310 million of 9.125% senior notes due 9/1/2007

      * B1 on $210 million of 8.875% senior notes due 8/1/2008

      * B3 on $250 million of 9.875% senior subordinated notes
        due 6/15/2011

The ratings reflect Nortek's high debt leverage due to its
acquisition-based growth strategy and its negative tangible equity
of about $370 million at June 29, 2002.


OWENS CORNING: Court Approves 4th Amended Disclosure Statement
--------------------------------------------------------------
After a series of hearings since June 24, 2003, U.S. Bankruptcy
Court Judge Fitzgerald finds that the Owens Corning Debtors'
Fourth Amended Disclosure Statement contains adequate information
within the meaning of Section 1125 of the Bankruptcy Code.  The
objections filed by these entities were resolved through certain
modifications in the Disclosure Statement or overruled by the
Court:

    (1) Birmingham Fire Insurance Co. of Pennsylvania,
    (2) Granite State Insurance Co.,
    (3) Landmark Insurance Company,
    (4) Lexington Insurance Company,
    (5) National Union Fire Insurance Company of Pittsburgh, PA,
    (6) Mt. McKinley Insurance Company,
    (7) Allianz Insurance Company,
    (8) Allianz Underwriters Insurance Company,
    (9) Affiliated FM Insurance Company,
   (10) AXA-Belgium Insurance Company,
   (11) Royal Indemnity Company,
   (12) Century Indemnity Company,
   (13) Central National Insurance Company, and
   (14) Pacific Employers Insurance Company.

Judge Fitzgerald clarifies that his approval of the Disclosure
Statement is subject to:

   (1) the issuance of an order by the District Court or other
       court with appropriate jurisdiction after notice, that the
       Disclosure Statement will be circulated for voting
       without prejudice to the right of any party-in-interest
       to object to the entry of an order if no order or ruling
       on substantive consolidation is issued before the Plan
       and Disclosure Statement are approved for circulation and
       voting; and

   (2) revisions of the Trust Distribution Procedures ordered by
       the Court on the record on December 1, 2003 with respect
       to the definition of "foreign claims".

A separate order, after notice, will establish, inter alia:

   (1) the date, time and hearing on confirmation of the Plan;

   (2) the deadline and procedures for filing objections to the
       Plan;

   (3) the  deadline and procedures for filing responses to any
       objections to the Plan;

   (4) the deadline for casting votes to accept or reject the
       Plan;

   (5) the date by which the Debtors are to mail solicitation
       packages with respect to the Plan; and

   (6) the notice and publication procedures with respect to the
       hearing on the confirmation of the Plan and related
       maters.

The record date with respect to voting on the Plan will be
established by separate Court order.

Furthermore, the Court rules that the Debtors are authorized to
make non-substantive changes to the Disclosure Statement, the
Plan and related documents without further Court order,
including, without limitation, changes to correct typographical
and grammatical errors and to make conforming changes among the
Disclosure Statement, the Plan and any other related materials
prior the mailing to parties-in-interest.  No Disclosure
Statement or Plan will be mailed or otherwise circulated for
voting unless the package distributing the Plan and Disclosure
Statement includes a document duplicated and transmitted at the
Debtors' expense, expressing the view of the Official Committee
of Unsecured Creditors about the Plan and Disclosure Statement,
provided that the document will be submitted to the Plan
Proponents no later than 20 days after the entry of an order
directing the transmission of the Disclosure Statement and Plan
for voting and further provided that the Plan Proponents will
then have 10 additional days to raise any objection to the
documents proposed by the Creditors Committee with the applicable
court ordering the transmission of the Disclosure Statement and
Plan for voting.  In the event of any objection, no Plan or
Disclosure Statement will be transmitted until the objection is
resolved. (Owens Corning Bankruptcy News, Issue No. 64; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


OWOSSO CORP: Bank Group Agrees to Amend $10-Mil. Credit Facility
----------------------------------------------------------------
Owosso Corporation (OTC Bulletin Board: OWOS) has amended its $10
million credit facility with its current bank group. The existing
facility, due to expire on December 31, 2003, has been extended
until March 31, 2004.

Commenting on this announcement, George B. Lemmon Jr., the
Company's President and Chief Executive Officer, remarked, "We are
happy to have successfully completed this amendment and greatly
appreciate our credit facility lenders' confidence in Owosso
Corporation as we continue to move forward in our efforts to
properly position the Company and stabilize its capital  
structure."

Through its sole operating subsidiary, Stature Electric, Inc.,
Owosso Corporation manufactures fractional and integral horsepower
motors, gear motors, and motor part sets.  Significant markets for
Stature include commercial products and equipment, healthcare,
recreation and non-automotive transportation. Stature's component
products are sold throughout North America and in Europe,
primarily to original equipment manufacturers who use them in
their end products.
    
                          *    *    *

            Liquidity and Going Concern Uncertainty

In its most recent Form 10-Q filed with the Securities and Exchane
Commission, Owosso Corporation reported:

"The Company has experienced a significant downturn in its
operating results over the past several years and has been
required to modify its bank credit facility. Management intends to
dispose of its remaining non-operating asset, the real estate at
the Company's former Snowmax subsidiary. Management believes that
available cash and cash equivalents, cash flows from operations
and available borrowings under the Company's bank credit facility
will be sufficient to fund the Company's operating activities,
investing activities and debt maturities for fiscal 2003.

"In anticipation of management's belief that the Company would be
unable to remain in compliance with certain of its bank covenant
requirements throughout fiscal 2003, management entered into and
has successfully negotiated with the Company's lenders a waiver of
the minimum EBITDA covenant through the end of fiscal 2003. It is
management's intent to refinance the Company's bank credit
facility prior to its maturity in December 2003. There can be no
assurance, however, that management's plans for refinancing will
be successfully executed.

"The [Company's] condensed consolidated financial statements have
been prepared on a going concern basis of accounting and do not
reflect any adjustments that might result if the Company is unable
to continue as a going concern. The Company's recurring losses
from operations, working capital deficiency, potential default
under the terms of its bank credit facility and inability to
comply with debt and other bank covenants raise substantial doubt
about the Company's ability to continue as a going concern.

"Cash and cash equivalents were $541,000 at July 27, 2003. The
Company had negative working capital of $5.4 million at July 27,
2003, as compared to negative working capital of $5.4 million at
October 27, 2002. Net cash provided by operating activities of
continuing operations was $1.9 million for the nine months ended
July 27, 2003, as compared to net cash provided by operating
activities from continuing operations of $5.0 million in the
comparable period.

"Cash flows provided by investing activities from continuing
operations included $134,000 for capital expenditures for
equipment. The Company currently plans to invest approximately
$40,000 during the remainder of fiscal 2003. Management
anticipates funding capital expenditures with cash from operations
and borrowings under the Company's revolving credit facility.

"Net cash used in financing activities from continuing operations
included net repayments of $2,450,000 under the Company's
revolving credit agreement, and debt repayments of $190,000.

"At July 27, 2003, $4.5 million was outstanding under the
Company's revolving credit facility. The Company has experienced a
significant downturn in its operating results over the past four
years and starting at the end of fiscal 2000, was out of
compliance with covenants under its bank credit facility. In
February 2001, the Company entered into an amendment to its bank
credit facility agreement, wherein the lenders agreed to forbear
from exercising their rights and remedies under the facility in
connection with such non-compliance until February 15, 2002, at
which time the facility was to mature. This amendment to the bank
credit facility required reductions in the outstanding balance
under the facility during calendar 2001 and modified the interest
rates charged. The amendment required additional collateral,
effectively all of the assets of the Company, and additional
reporting requirements, as well as the addition of a covenant
requiring minimum operating profits. The amendment also required
the suspension of principal and interest payments on subordinated
debt, with an aggregate outstanding balance of $2.1 million as of
October 28, 2001. Furthermore, the amendment to the facility
prohibits the payment of preferred or common stock dividends and
prohibits the Company from purchasing its stock. Beginning in
August 2001, the Company was out of compliance with its minimum
operating profit covenant. In February 2002, the Company entered
into a further amendment to the facility, which extended the
maturity date to December 31, 2002, required further reductions in
the outstanding balance under the facility, based on expected
future asset sales, increased the interest rate charged and
replaced the minimum operating profit covenant with a minimum
EBITDA covenant. In December 2002, the Company entered into a
further amendment to the facility, which extends the maturity date
to December 31, 2003. This amendment requires further reductions
in the outstanding balance under the facility, based on expected
future asset sales and cash flow generated from operations, and
extended and adjusted the minimum EBITDA covenant for 2003. At the
beginning of the second quarter of 2003, management realized that
the EBITDA covenant would be violated in the future and entered
into negotiations with the Company's lenders to further modify the
minimum EBITDA covenant. In April 2003, the Company entered into a
further amendment to the facility, which adjusted the minimum
EBITDA required under the covenant. Borrowings under the facility
are charged interest at the Prime Rate plus 2.75% (6.75% at
July 27, 2003).

"Management intends to dispose of or liquidate its remaining non-
operating asset, the real estate at the Company's former Snowmax
subsidiary. Management believes that available cash and cash
equivalents, cash flows from operations and available borrowings
under the Company's bank credit facility will be sufficient to
fund the Company's operating activities, investing activities and
debt maturates for fiscal 2003.

"In anticipation of management's belief that the Company would be
unable to remain in compliance with certain of its bank covenant
requirements throughout fiscal 2003, management entered into and
has successfully negotiated with the Company's lenders a waiver of
the minimum EBITDA covenant through the end of fiscal 2003. It is
management's intent to refinance the Company's bank credit
facility prior to its maturity in December 2003. There can be no
assurance, however, that management's plans for refinancing will
be successfully executed.

"The Company has an interest rate swap agreement with one of its
banks with a notional amount of $4,550,000. The Company entered
into the interest rate swap agreement to change the fixed/variable
interest rate mix of its debt portfolio to reduce the Company's
aggregate risk to movements in interest rates. Such swap
agreements do not meet the stringent requirements for hedge
accounting under SFAS No. 133."


PACIFIC GAS: Earns Nod to Defray Plan Implementation Expenses
-------------------------------------------------------------
Pacific Gas and Electric Company obtained the Court's
authorization to incur Plan implementation expenses totaling
$15,000,000, including $2,200,000 in miscellaneous expenses to
afford flexibility to expend greater amounts in certain
categories.

The Plan implementation expenses are:

  I. Counsel Fees -- Estimate: $6,000,000

     This category include:

     (a) bank counsel fees and costs for negotiating and drafting
         agreements with respect to the credit facilities and due
         diligence review;

     (b) bond counsel fees and costs for negotiating and drafting
         documentation for the PC Bond amendments;

     (c) trustee's counsel fees and costs related to the
         preparation of the new mortgage indenture, PC Bond
         amendments and new debt issuances, including the New
         Money Notes;

     (d) underwriters' counsel in connection with drafting an
         indenture and due diligence for offerings of debt
         issuances -- other that the New Money Notes -- which may
         be necessary in connection with the debt facilities in
         the Settlement Plan;

     (e) counsel to credit providers in connection with drafting
         amendments and other documents related to PC Bonds; and

     (f) opinion counsel for foreign banks;

II. Trustee Related Expenses -- Estimate: $200,000

     Fees and costs related to indenture trustees include
     acceptance fees and administrative service fees related to
     the new debt offerings and to PC Bond document amendments,
     out-of-pocket expenses for overnight mail, couriers, outside
     fax services, conference call services and similar services,
     and escrow fees and fees for documentation and servicing of
     escrow accounts;

III. CPUC Fees -- Estimate: $1,950,000

     PG&E expects to incur substantial fees required by
     California Public Utilities Commission regulations in
     connection with new debt financings;

IV. Banks -- Estimate: $3,500,000

     PG&E expects to incur fees and expenses of various financial
     institutions, including commitment fees to reserve the
     lenders' commitments from the time of the syndication
     process until closing, and fees and expenses relating to
     disclosure documentation, as well as expenses relating to
     the syndication process, and costs for "road shows",
     including travel and meeting room rentals;

  V. Printing Fees -- Estimate: $550,000

     PG&E expects to incur substantial costs for the printing of
     offering documents;

VI. Pollution Control Bond Fees -- Estimate: $600,000

     Fees and costs to be incurred in connection with pollution
     control bonds include application and filing fees, and
     refundable performance deposit fees; and

VII. Miscellaneous -- Estimate: $2,200,000

     In each case, the fees and costs that PG&E expects to incur
     are difficult to estimate in advance, and the actual amount
     incurred in any given category may vary from the estimates
     provided, due to variation in the timing of the debt
     issuances and other unpredictable factors.

The fees and cost estimates are based on PG&E's estimates of the
scope of the services and costs and are difficult to estimate in
advance.  PG&E may re-allocate the expenses as necessary. (Pacific
Gas Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service,
Inc., 215/945-7000)    


PARMALAT: Seeks Protection from Creditors in Parma, Italy
---------------------------------------------------------

    PARMALAT: ADMISSION TO      |         PARMALAT: RICHIESTA
  EXTRAORDINARY ADMINISTRATION  |    AMMINISTRAZIONE STRAORDINARI
          REQUESTED             |
                                |
     Milan, Dec. 24 --          |       Milano, 24 dicembre --
Parmalat Finanziaria SpA        |  Parmalat Finanziaria SpA
communicates that its           |  comunica che la controllata
subsidiary Parmalat SpA,        |  Parmalat SpA, in seguito a
following the resolutions       |  quanto deliberato
taken at the Extraordinary      |  dall'Assemblea straordinaria
Shareholder Meeting of          |  dei Soci della stessa
Parmalat SpA held on December   |  Parmalat SpA tenutasi il 23
23, 2003, has filed with        |  dicembre 2003, ha richiesto
the Minister of Productive      |  con istanza motivata al
Activities and the Court of     |  ministro delle Attivit.
Parma, for admission to         |  Produttive, dandone
an extraordinary                |  contestuale comunicazione al
administration procedure by     |  Tribunale di Parma,
means of economic and           |  l'ammissione alla procedura
financial restructuring, as     |  di amministrazione
referred to in the              |  straordinaria tramite la
Legislative Decree on urgent    |  ristrutturazione economica di
measures for the                |  cui al Decreto Legge
restructuring of major          |  approvato ieri dal Consiglio
companies approved yesterday    |  dei Ministri relativo a
by the Italian Cabinet.  The    |  misure urgenti per la
decree is in the process of     |  ristrutturazione delle grandi
being published in the          |  imprese, in corso di
Official Gazette.               |  pubblicazione nella Gazzetta
                                |  Ufficiale.


PARMALAT: Secured Noteholders Move to Wind-Up Two Cayman SPVs
-------------------------------------------------------------
A group of noteholders of Food Holdings Limited and Dairy Holding
Limited, Cayman Island special-purpose vehicles established by
Parmalat S.p.A. filed winding up petitions against Food and Dairy
in the Grand Court of the Cayman Islands Wednesday morning.  

The Noteholder group is comprised of:

     * Jefferson-Pilot Life Insurance Company,
     * Monumental Life Insurance Company,
     * New York Life Insurance and Annuity Corporation,
     * Principal Life  Insurance Company,
     * Transamerica Occidental Life Insurance Company and
     * Transamerica Life Insurance Company.

The Food Holdings notes matured on December 17, 2003 and the Dairy
Holdings notes matured on December 22, 2003, and neither series
has been repaid.

The petitioning creditors have asked the Court to appoint Joint
Provisional Liquidators for the purpose of taking control of Food
and Dairy and their assets in order to protect the Noteholders'
secured interests.  The claims of the Noteholders are guaranteed
by Parmalat S.p.A.

This action by the Noteholders was taken in light of the
uncertainties surrounding Parmalat's commencement of its Italian
proceedings, as well as the need to protect the assets of Food and
Dairy, including their claims against Parmalat Capital Finance
Limited, also based in the Cayman Islands.

The Noteholders emphasized that this action in the Cayman Islands
was not intended to impede the efforts of Parmalat S.p.A to
preserve its business and develop a plan for the repayment of its
creditors, including the Noteholders. The Noteholders have
informed Enrico Bondi and his advisors of the Noteholders' desire
to work with them to maximize recoveries for the benefit of the
Noteholders and other creditors.

The Noteholders have retained Cadwalader Wickersham & Taft LLP as
independent legal counsel.  Bruce Zirinsky, Esq., leads the
Cadwalader team of lawyers.  Ernst & Young Corporate Finance LLC
provides the Noteholders with financial advisory services.


PEABODY ENERGY: Will Acquire Coal Assets in Venezuela & Colorado
----------------------------------------------------------------
Peabody Energy (NYSE: BTU) has signed memoranda of understanding
with RAG Coal International AG to purchase coal assets in Colorado
and a 25 percent interest in a coal operation in Venezuela.  

The purchase would include:

     --   The Twentymile Mine near Steamboat Springs, Colo.  The
          highly productive longwall mine produces approximately
          7.5 million tons per year of low-sulfur coal for
          electricity generators in the West, Southwest, Midwest
          and Mexico; and

     --   A 25 percent interest in Carbones del Guasare, S.A., a
          joint venture involving RAG, Anglo American plc and
          Carbozulia, a unit of the Venezuelan oil company PDVSA.  
          Carbones del Guasare operates the Paso Diablo surface
          mine in northwestern Venezuela, which produces nearly 7
          million metric tonnes per year of coal for electricity
          generation and steel production in Europe and North
          America.

The transaction is subject to a number of conditions and the
negotiation of definitive agreements.  It is expected to be
completed in the first half of 2004.

Peabody Energy (NYSE: BTU) (Fitch, BB+ Credit Facility and BB
Senior Unsecured Debt Ratings, Positive Outlook) is the world's
largest private-sector coal company, with 2002 sales of 198
million tons of coal and $2.7 billion in revenues.  Its coal
products fuel more than 9 percent of all U.S. electricity
generation and more than 2 percent of worldwide electricity
generation.


PETROLEUM GEO: Will Make Initial $18MM Excess Cash Distribution
---------------------------------------------------------------
Petroleum Geo-Services ASA (OSE: PGS; OTC: PGEOY) expects to
distribute by the end of the year $17,932,152 in excess cash
pursuant to its Modified First Amended Plan of Reorganization,
dated October 21, 2003.  

In accordance with the terms of the Plan (which was substantially
consummated on November 5, 2003) this distribution will be made to
the holders of Allowed Class 4 Claims (PGS' former bondholders and
bank debtholders).  The Company engaged an independent third party
to review its computation of excess cash.

PGS' previously announced discussions regarding a $70 million
working capital facility and a $40 million letter of credit
facility remain ongoing. If and when the working capital and
letter of credit facilities are finalized and cash collateral
associated with outstanding letters of credit is released, PGS
expects to make a second distribution of excess cash in an amount
of $22.7 million.  In addition, following completion of the 2003
audit of PGS' consolidated financial statements, an excess cash
additional recovery distribution will be made, if required, to the
holders of Allowed Class 4 Claims.  Currently, it is not possible
to estimate the amount of the excess cash additional recovery, if
any.

Petroleum Geo-Services ASA is a technologically focused oilfield
service company, principally involved in geophysical and floating
production services. PGS provides a broad range of seismic and
reservoir services, including acquisition, processing,
interpretation, and field evaluation.  PGS owns and operates four
floating production, storage and offloading units.  PGS operates
on a worldwide basis with headquarters in Oslo, Norway.  For more
information on Petroleum Geo-Services ASA visit
http://www.pgs.com/   


QUEBECOR: Acquiring Videotron Preferred Shares Held by Carlyle
--------------------------------------------------------------
Quebecor Inc. and Quebecor Media Inc. announced that Quebecor
Media has entered into an agreement with The Carlyle Group to
purchase the preferred shares held by Carlyle in Videotron Telecom
Ltd, Quebecor Media's business telecommunications venture.

The acquisition was made for a purchase price with a current value
estimated at approximately CA$125 million. A payment of CA$55
million was made to Carlyle at closing earlier today. The balance
of the purchase price is subject to variation on the basis of the
valuation of the common shares of Quebecor Media and is payable on
demand at any time after December 15, 2004, but no later than
December 15, 2008. Quebecor Media may, under certain conditions
and if its shares are publicly traded at that time, pay the
deferred purchase price by delivering 3,740,682 common shares to
Carlyle (123,602,807 common shares of QMI are currently
outstanding following a recent stock consolidation).

The President and CEO of Quebecor and Quebecor Media, Mr. Pierre
Karl Peladeau, said: "We are pleased by this arrangement with The
Carlyle Group that contributes to align our objectives. This
transaction is a significant development for our telecommunication
operations. It will enable us to create additional synergies with
other assets of the group and remove the uncertainty surrounding
the development of our business and residential telecommunication
services. This transaction will allow us to fully implement our
business strategies and further accelerate the development of our
telephony, Internet and data transmission services."

The 5,000 Class C Preferred Shares acquired by Quebecor Media were
yielding 9% dividends and were recorded on the balance sheet in
the amount of CA$278.7 million. In accordance with Canadian
generally accepted accounting principles, the shares were
classified under liabilities. Therefore, as a result of the
transaction, an estimated net gain, after taxes, of CA$153.7
million will be recorded in the consolidated income statement of
Quebecor Media, and an estimated net gain, after taxes and non-
controlling interest, of CA$84.1 million (or CA$1.30 per basic
share) will be accounted for in the consolidated income statement
of Quebecor Inc. Under generally accepted accounting principles in
the United States, the gain realized on the acquisition of
Videotron Telecom's redeemable preferred shares will be accounted
for as a capital stock transaction and therefore will not be
recognized in the income statement.

Videotron Telecom Ltd. is a provider of business
telecommunications services including local switch dial tone, long
distance, high speed data transmission and Internet connectivity.
Its network has over 8,400 km/cable in Quebec and 2,000 km/cable
in Ontario and reaches more than 80% of businesses located in the
metropolitan areas of Quebec and most of the business located in
the major metropolitan areas of Ontario. This business
telecommunications segment of Quebecor Media generated revenues of
$84.7 million and operating profit of $19.5 million for the twelve
month period ended September 30, 2003.

Quebecor Inc. (TSX: QBR.A, QBR.B) is a communications company with
operations in North America, Europe, Latin America and Asia. It
has two operating subsidiaries, Quebecor World Inc. and Quebecor
Media Inc. Quebecor World is one of the largest commercial print
media services company in the world. Quebecor Media is a leading
Canadian-based media company with interests in newspaper
publishing (Sun Media Corporation), cable television (Videotron
ltee), television broadcasting (TVA Group Inc.), Web integration
and technology (Nurun Inc. and Mindready Solutions Inc.), Internet
portals (Netgraphe Inc.), magazine publishing (TVA Publishing
Inc.), book publishing (half a dozen associated publishing
houses), distribution and retailing of cultural products
(Archambault Group Inc. and Le SuperClub Videotron ltee) and
business telecommunications (Videotron Telecom Ltd.).

Quebecor Media Inc. (S&P, B+ Long-term Corporate Credit Rating,
Stable Outlook), a subsidiary of Quebecor Inc. (TSX: QBR.A,
QBR.B), operates in Canada, the United States, France, Italy and
the UK. It is engaged in newspaper publishing (Sun Media
Corporation), cable television (Videotron ltee), broadcasting (TVA
Group Inc.), Web integration and technology (Nurun Inc. and
Mindready Solutions Inc.), Internet portals (Netgraphe Inc.),
magazines (TVA Publishing Inc.), books (half a dozen associated
publishing houses), distribution and retailing of cultural
products (Archambault Group Inc. and Le SuperClub Videotron ltee)
and business telecommunications (Videotron Telecom ltee).


QWEST COMMUNICATIONS: Completes Tender Offer for Debt Securities
----------------------------------------------------------------
Qwest Communications International Inc., and its wholly owned
subsidiaries, Qwest Capital Funding, Inc., and Qwest Services
Corporation, have successfully completed the purchase of $3
billion of their outstanding debt securities (notes) under their
cash tender offers, which commenced on November 19, 2003.  

In addition, the QSC senior credit facility has been paid down by
$500 million to $750 million.  As a result of the tender
completion and facility reduction, Qwest will realize total
interest savings of over $250 million annually.

"We increased the tender offer by $750 million, to $3 billion, due
to strong participation," said Oren G. Shaffer, Qwest's vice
chairman and CFO. "The success of this tender, coupled with our
credit facility reduction and the other steps we have taken,
enabled us to reduce total debt by $8.5 billion to approximately
$17.6 billion in a little over a year."

A total of approximately $3.2 billion in aggregate principal
amount of notes were tendered prior to the expiration of the
offers at midnight, EST, on December 19, 2003, consisting of
approximately $578 million aggregate principal amount of notes
maturing in 2005 through 2007, approximately $1.8 billion
aggregate principal amount of notes maturing in 2008 through 2011,
and approximately $736 million aggregate principal amount of notes
maturing in 2014 through 2031.  The companies accepted and  
purchased approximately $578 million aggregate principal amount of
notes maturing in 2005 through 2007, approximately $1.8 billion
aggregate principal amount of notes maturing in 2008 through 2011,
and $620 million aggregate principal amount of notes maturing in
2014 through 2031.  The settlement was completed Monday, and
interest was paid up to, but not including Monday.
    
Qwest accepted all validly tendered notes maturing in 2005 through
2007, and accepted all validly tendered notes in 2008 through 2011
pursuant to regulations under the Securities Exchange Act of 1934.  
The offer for the notes maturing in 2014 through 2031 was
oversubscribed.  In accordance with the rules established in the
offer, approximately 80 percent of the tendered 7.75 percent notes
due 2031 were accepted for purchase on a pro rat a basis according
to the principal amount tendered and none of the tendered QSC
14.00 percent notes due 2014 were accepted for purchase, other
than those accepted under the asset sale repurchase offer.

Banc of America Securities LLC and Goldman, Sachs & Co. were the
joint lead dealer managers for the offers and Lehman Brothers Inc.
was the co-dealer manager for the offers.

Qwest Communications International Inc. (NYSE: Q) -- whose recent
balance sheet shows a total shareholders' equity deficit of about
$2.8 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, please
visit the Qwest Web site at http://www.qwest.com/


REDBACK NETWORKS: Bankr. Court Confirms Plan of Reorganization
--------------------------------------------------------------
Redback Networks Inc. (Nasdaq:RBAKQ), a leading provider of
broadband networking systems, announced that the U.S. Bankruptcy
Court for the District of Delaware has confirmed the company's
pre-packaged plan of financial reorganization.

The court confirmation represents the final approval allowing the
company's plan to become effective and emerge from Chapter 11.

"[Mon]day Redback Networks turns the corner to achieve financial
health and long-term growth," said Kevin DeNuccio, president and
chief executive officer of Redback Networks. "We are extremely
pleased to have completed this crucial step in our financial
restructuring process and emerge with full support of customers,
partners and employees. A strong balance sheet, significantly
lower operational expenses, leading-edge solutions for broadband
subscriber management and a customer base of over 500 service
providers put us in a very strong position to take full advantage
of the improving market for strategic broadband infrastructure."

Redback filed its financial restructuring plan 49 days ago, on
November 3, as a "pre-packaged" plan for "fast track" approval by
the court. During the Chapter 11 process, the company has
maintained all of its normal business operations seamlessly and
without interruption. This schedule will facilitate meeting
NASDAQ's listing requirements which include confirmation of the
plan of reorganization by December 23, 2003, Redback's emergence
from bankruptcy by January 6, 2004 and meeting NASDAQ's minimum
bid price conditions.

This major step in the restructuring process comes at an opportune
time, as the importance of DSL in the product portfolio of service
providers is on the rise, and many major carriers around the world
are currently contemplating their next-generation broadband DSL
network architectures. When the plan of reorganization becomes
effective, Redback will have eliminated approximately $467 million
of its existing debt and have in place a stronger financial model
between revenue and expenses. This financial restructuring will
also give Redback the ability to address the long-term needs of
existing and potential customers and to participate fully in these
new market growth opportunities.

Redback Networks Inc. enables carriers and service providers to
build profitable next-generation broadband networks. The company's
User Intelligent Networks(TM) product portfolio includes the
industry-leading SMS(TM) family of subscriber management systems,
and the SmartEdge(R) Router and Service Gateway platforms, as well
as a comprehensive User-to-Network operating system software, and
a set of network provisioning and management software.

Founded in 1996 and headquartered in San Jose, Calif., with sales
and technical support centers located worldwide, Redback Networks
maintains a growing and global customer base of more than 500
carriers and service providers, including major local exchange
carriers (LECs), inter-exchange carriers (IXCs), PTTs and service
providers.


REDBACK NETWORKS: Altman Group Named as Claims & Notice Agent
-------------------------------------------------------------
Redback Networkd Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to appoint The
Altman Group, Inc., as Claims and Noticing Agent.

The Debtors estimate that there are several hundred known
creditors holding claims against the Debtor's estate and tens of
thousands parties in interest who require notices of various
matters.

In this engagement, Altman Group is expected to:

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

        1) a notice of the commencement of these chapter 11
           cases and the initial meeting of creditors under
           Section 34l(a) of the Bankruptcy Code;

        2) a notice of the claims bar date;

        3) notices of objections to claims;

        4) notices of any hearings on a disclosure statement and
           confirmation of a plan of reorganization; and

     b. file with the Clerk's Office a certificate or affidavit
        of service that includes:

          i) a copy of the notice served,

         ii) an alphabetical list of persons on whom the notice
             was served, along with their addresses, and

        iii) the date and manner of service;

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

     d. maintain official claims registers in this case by
        docketing all proofs of claim and proofs of interest in
        a claims database that includes the information for each
        such claim or interest asserted:

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

        2) the date the proof of claim or proof of interest was
           received by Altman and/or the Court;

        3) the claim number assigned to the proof of claim or      
           proof of interest; and

        4) the asserted amount and classification of the claim.

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

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

     g. maintain an up-to-date mailing list for all entities
        that have filed proofs of claim or proofs of interest
        and make such list available upon request to the Clerk's
        Office or any party in interest;

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

     i. record all transfers of claims pursuant to Federal Rule
        of Bankruptcy Procedure 3001(e) and, if directed to do
        so by the Court, provide notice of such transfers as
        required by Rule 3001(e);

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

     k. provide temporary employees to process claims as
        necessary;

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

     m. provide such other claims processing, noticing,
        balloting and related administrative services, as may be
        requested periodically by the Debtors.

Kenneth L. Altman reports his firm's professional hourly rates
are:

          Senior Managing Director      $275 per hour
          Managing Director             $250 per hour
          Senior Bankruptcy Consultant  $225 per hour
          Bankruptcy Consultant         $175 - $200 per hour
          Senior Account Executive      $125 - $150 per hour
          Telephone Service Rep.        $200 per hour
          
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 GROUP: Liquidator Files Q3 Liquidation Status Report
-------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, as Liquidator of Reliance Insurance Company, issues
a Status Report on the Liquidation of RIC for the Third Quarter
2003.

Ms. Koken reports that, despite the apparent precision of the
figures in the Balance Sheet, actual liability figures will not
be known for several years because:

   (1) it is not known how many Proofs of Claim will be filed and
       for what amounts; and

   (2) many claims will be contingent claims, dependent on a
       resolution of underlying litigation, which may not be
       resolved for several years.

Asset values may change over time due to:

   (1) the amount of reinsurance recoverable will not be known
       until all valid Proofs of Claim have been evaluated and
       allowed amounts determined; and

   (2) reinsurance collection will be affected by offsets,
       disputes and uncollectible amounts due to the financial
       condition of reinsurers.

The Status Report does not include an estimate of the liquidation
expenses that will be incurred by the Liquidator and the Guaranty
Associations in administering the estate over time.  Liquidation
and Guaranty Association expenses will be significant and will be
paid before distributions for claims under policies for losses
and other creditors.  Consequently, the ultimate distribution to
creditors of each class cannot be projected at this time.

According to Ms. Koken, RIC has maintained its 10,600,000 shares
of Symbol Technologies common stock with a $12.49 price per share
as at October 31, 2003 and a $132,200,000 market value.

                    Premiums and Receivables

As of June 30, 2003, RIC estimates $132,000,000 in current and
future premium receivables.  This sum includes receivables
arising from large deductible policies billed in the second
quarter of 2003.  The sum excludes premium receivables on assumed
business, which has been reclassified against related
liabilities.  Premium receivables are subject to material
adjustment as the set-off guidelines are implemented and areas of
dispute are resolved.

There are currently over 20 actions pending, both lawsuits and
arbitrations, against insureds and program managers for unpaid
premium involving in excess of $56,000,000.

                           Reinsurance

As of June 30, 2003, the reinsurance receivables and future
reinsurance recoverables aggregate $4,000,000,000 after deducting
the estimated uncollectible amounts and offsets.  RIC holds about
$1,300,000,000 in collateral as security for this exposure.  
Reinsurance collections in the first six months of 2003 totaled
$72,100,000, with $457,000,000 in total collections since the
date of liquidation.  This is inclusive of the receipts on
ordinary ceded loss billings, dispute settlements and
distributions from insolvent insurers.  The inventory of billed
reinsurance receivables is $520,500,000.  Approximately
$339,000,000 relates to pre-liquidation balances.  

RIC is "aggressively" attempting to collect reinsurance billings
and is in constant contact with its major reinsurers.  Formal
dispute resolution actions continue against several RIC
reinsurers with overdue balances, including John Hancock Life
Insurance Company, LDG Re's Work Comp Alt Pool and various
Underwriters at Lloyd's.

Ms. Koken advises that reinsurer financial strength is a problem
and will continue to be a major concern for the duration of the
liquidation proceedings.  RIC is monitoring the financial
condition of its major reinsurers and will attempt to settle its
overall exposure with distressed companies through commutation.  
However, significant write-offs for uncollectible reinsurance are
expected, Ms. Koken says.  

                        Asset Liquidation

The Liquidator continues to research and analyze each RIC
subsidiary and remaining illiquid securities to determine their
estimated value on sale and the best strategy and timing for
maximizing value.  RIC has foreign insurance subsidiaries in
Singapore and Hong Kong, which are currently solvent and in run-
off.  Strategies for disposing these subsidiaries are being
considered.

                            Operations

RIC has a total of 437 employees in both the Philadelphia and New
York City offices.  Since January 2003, RIC has hired 71
employees, primarily in the areas of claim and reinsurance
processing.  The staff has been reduced in all other areas with a
net increase of 21 employees.

Ancillary receivership proceedings have been initiated in
Arizona, Arkansas, Florida, Massachusetts, New Mexico, New York,
North Carolina, Oregon, Puerto Rico and South Carolina, primarily
to trigger the obligations of Guaranty Associations in those
states or to take possession of the statutory deposits so they
can be transferred to the appropriate Guaranty Association.


           Reliance Insurance Company (In Liquidation)
                  Special Purpose Balance Sheet
                         At June 30, 2003

Assets

  Short-term Investments                      $689,500,000
  Symbol Technologies Common Stock             137,700,000
  Non-liquid Investments                        25,800,000
  Statutory Deposits                            81,100,000
  Investments in Trust - Secured Creditors     317,200,000
  Real Estate Investments                       20,600,000
                                           ---------------
  Invested Assets                            1,271,900,000

  Investments in Affiliates                    133,000,000
                                           ---------------
Total Invested Assets                        1,404,900,000

  Premium Balances                             132,000,000
  Reinsurance Receivable                       520,500,000
  Reinsurance Recoverable                    3,448,700,000
  Early Access to Guaranty Associations        345,600,000
  Other Assets                                  39,100,000

Total Assets                                $5,890,800,000
                                           ===============

Liabilities

  Loss & Loss Adjustment Expenses - Direct   6,573,900,000
  Loss & Loss Adjustment Expenses - Assumed  1,232,400,000
  Funds Held                                   497,900,000
  Other Liabilities                            419,700,000
                                           ---------------
Total Liabilities                            8,723,900,000
                                           ---------------
Net Deficit                                ($2,833,100,000)
                                           ===============


           Reliance Insurance Company (In Liquidation)
                      Statement of Cash Flow
                 January 1, 2003 to June 30, 2003

Beginning Balance                             $602,600,000

Sources:
  Reinsurance Collections                       72,100,000
  Premium Collections                           12,900,000
  Subrogation Recoveries                        12,000,000
  Net Release of Secured Funds
    Cambridge Settlement                        17,900,000
  Released From Trust                           11,200,000
  Sales of Real Estate                          14,600,000
  Collateral Drawdowns                          19,200,000
  Investment Appreciation                        8,400,000
  Other                                          9,200,000
                                           ---------------
Total Sources                                 $177,500,000
                                           ---------------

Uses:

  Repayment to Non-Insurance Sub               (18,700,000)
  Loss & Loss Adjustment Expenses               (6,100,000)
  Operating Expenses                           (65,800,000)
                                           ---------------
Total Uses                                    ($90,600,000)
                                           ---------------
Net Increase in Funds                           86,900,000

Ending Balance                                $689,500,000
                                           ===============
(Reliance Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., 215/945-7000)     


REPUBLIC ENGINEERED: Completes Sale of Assets to Perry Strategic
----------------------------------------------------------------
Management of Republic Engineered Products, Inc., announced the
formation of the new company.

Republic was established with the completion of Perry Strategic
Capital Inc.'s previously announced purchase of substantially all
of the assets of Republic Engineered Products LLC.

The transaction, valued at $277.5 million, was approved by the
U.S. Bankruptcy Court in Akron, Ohio, on Tuesday, December 16, and
was completed on Friday, December 19.

"Republic is now very well positioned to succeed," said Joseph F.
Lapinsky, president and chief executive officer. "We retain the
plants, workforce and customer base that have made Republic the
leading name in special bar quality steel for a long time. As a
result of the sale of assets out of Chapter 11, we now have a
much-improved financial structure.

"We would again thank all those who supported our effort to
preserve the business and contributed to our ability to complete
this transaction in a timely fashion. There is still much to do
for us to be the success we believe we can be, and we are
dedicated to attaining the performance required to meet those
company objectives. We are looking forward to 2004, a new year for
a new Republic."

Republic Engineered Products Inc. is North America's leading
supplier of special bar quality steel, a highly engineered product
used in axles, drive trains, suspensions and other critical
components of automobiles, off- highway vehicles and industrial
equipment. With headquarters in Fairlawn, Ohio, the company
operates steelmaking centers in Canton and Lorain, Ohio, and
value-added rolling and finishing facilities in Canton, Lorain and
Massillon, Ohio; Lackawanna, N.Y.; Gary, Ind.; and Hamilton, Ont.
Republic employs over 2,300 people.


RESTRUCTURE PETROLEUM: Brings-In Stichter Riedel as Attorneys
-------------------------------------------------------------
Restructure Petroleum Marketing Services, Inc., seeks permission
from the U.S. Bankruptcy Court for the Middle District of Florida,
Tampa Division, to employ Stichter, Riedel, Blain & Prosser, PA,
as Counsel in its chapter 11 case.

The Debtor selected Stichter Riedel because the firm and its
attorneys have considerable experience in bankruptcy and debtor-
creditor law.

Stichter Riedel will:

     a) render legal advice with respect to the Debtor's powers
        and duties as a debtor in possession, the continued
        operation of the Debtor's business, and the management
        of its property;

     b) prepare on behalf of the Debtor necessary motions,
        applications, orders, reports, pleadings, and other
        legal papers;

     c) appear before this Court, any appellate courts, and the
        United States Trustee to represent and protect the
        interests of the Debtor;

     d) take all necessary legal steps to confirm a plan a plan
        of reorganization;

     e) represent the Debtor in all adversary proceedings,
        contested matters, and matters involving administration
        of this case, both in federal and in state courts;

     f) represent the Debtor in negotiations with potential
        financing sources and preparing contracts, security
        instruments, or other documents necessary to obtain
        financing; and

     g) perform all other legal services that may be necessary
        for the proper preservation and administration of this
        chapter 11 case.

The Debtor agrees to pay Stichter Riedel a reasonable fee for its
services in this case, subject to approval of the Court.  Scott A.
Stichter, Esq., reports that his firm received $25,000 from the
Debtor as a retainer to be applied first to prepetition services.  
Mr. Stichter did not disclose his hourly rate nor the firm's other
professional rates.

Headquartered in Tampa, Florida, Restructure Petroleum Marketing
Services, Inc., a motor fuel franchiser, files for chapter 11
protection on October 29, 2003 (Bankr. M.D. Fla. Case No.
03-22395).


RETIREMENT RESIDENCES: S&P Assigns BB Long-Term Credit Rating
-------------------------------------------------------------  
Standard & Poor's Ratings Services assigned a 'BB' long-term
corporate credit rating to Retirement Residences REIT. At the same
time, all ratings on the secured mortgage bonds were lowered to
'BB' from 'BBB'. The bond ratings were removed from CreditWatch
where they were placed July 21, 2003. The outlook is stable.

The secured mortgage bond ratings were placed on CreditWatch as a
result of the announced plan to acquire 50% of Lifestyle
Retirement Communities Ltd. with 100% debt financing, a
combination of assumed property debt and a convertible debenture
issue.

The corporate rating reflects the more aggressive leverage in the
REIT, the decline in occupancy and net operating income from the
trust's portfolio of Ontario-based retirement facilities, and the
pace of acquisitions. Standard & Poor's is concerned with the
added financial risk assumed by the trust during a time of
softening fundamentals.

The trust has increased its total debt to book value of capital to
67% as of Sept. 30, 2003, from 62% at year-end 2002, primarily a
result of the issuance of C$165 million of convertible
subordinated debentures, new mortgage debt, and the assumption of
new debt with the Lifestyle purchase. In addition, overall
operating margins have slipped and are under pressure, due to
higher utility and marketing costs. These operating stresses are
expected to put some pressure on the trust's already moderate debt
service coverage and EBITDA interest coverage ratios of 1.5x and
1.8x, respectively.

The operating environment for the assisted living segment of the
REIT's business (approximately 50% of NOI) has suffered more than
expected. In Ontario, the retirement facilities incurred a
material decline in occupancy and NOI as a result of the addition
of about 10,000 new competing beds entering the market in 2003,
with about another 5,000 to be added in 2004. Partly mitigating
the increase in competition is the moderate improvement in the
business profile of the REIT, given that the Lifestyle acquisition
adds greater geographic diversity and a larger operating business.

The analytical approach used to rate the secured mortgage bonds
reflects that the secured mortgage bonds have exposure to the
trust's credit quality. Hence, the rating treats them as well-
secured bonds of the trust, and, based on the collateral-specific
credit analysis, can provide some enhancement to the credit rating
on the trust if warranted under a stressed analysis.

The secured mortgage bonds were provided a nil enhancement from
the corporate rating, a reduction of two notches from the previous
rating. The notching reflects the analysis of the stressed
performance of the pool of properties and the resulting weak
collateral coverage. The collateral coverage for the bondholders
under the relevant stressed default scenario was below 1.0x;
hence, there is, for the bondholders, a strong likelihood of
recovery of substantial recovery of principal, with minimal loss
expected. Supplementing this recovery view is the fact that 23 of
the 29 properties have a first mortgage obligation ahead of the
secured bonds, which becomes germane to the recovery prospects for
the secured bondholders when the default scenario has a collateral
coverage less than 1x.

Underpinning the poor collateral coverage is the significantly
deteriorated operating performance of the pool of 29 properties
securing the mortgage bonds. These properties have witnessed about
a 20% decrease in NOI since mid-year 2002, with some properties
incurring a decrease in NOI of up to 74%. Occupancy in the
portfolio decreased sharply to 82.5% by September 2003 from 87.3%
in first-quarter 2003. The abrupt and unexpected depth of the NOI
decline is primarily a reflection of the increased competition of
new long-term care facilities in the Ontario market. The extent of
the competitive impact was more severe than expected, and it is
unclear whether the properties will suffer any additional negative
effects.

The liquidity of the trust appears moderate but adequate, given
the trust's capital needs in the near term. The trust's immediate
cash availability is modest, with reported availability under
operating bank lines of about C$27.7 million (80% drawn) and
balance-sheet cash of about C$21.6 million. The trust's coverage
of distributions is weak at 1.0x based on reported funds from
operation and approximately 0.85x after adjusting for estimates of
capital maintenance expenditures, convertible debenture interest,
and working capital.

Debt maturities as of Sept. 30, 2003, (excluding bank lines and
including convertible debentures) are concentrated in the next
three years, with about C$662 million or 41% of debt maturing. The
highest level of maturities is in 2004, with C$247 million due or
about 15% of the total. The secured mortgage debt nature of most
of the maturing debt positions the trust refinancing risk more
favorably. The total amount outstanding of the rated bonds is
C$126 million in three series. All series are recourse to the
trust and the bonds are secured against a second mortgage charge
on 23 properties and a first mortgage charge on six properties.
The previously mortgages cannot be upwardly financed.

As a property asset class, healthcare investments are generally
considered riskier than average, owing to indeterminate credit
quality of individual residents or tenants, and higher sensitivity
to increased competition and changes in the regulatory
environment. The current stable outlook reflects the room that
exists within the current rating for some additional modest
decline in credit measures, given the potential for continued weak
fundamentals. The longer-term outlook for the health care sector
in Canada is generally positive, as the demographic
characteristics are favorable with strong growth expected in the
age cohorts that constitute the market for independent living,
assisted living facilities, and skilled nursing facilities.

                        RATINGS ASSIGNED                                

                    Retirement Residences REIT

            Corporate credit rating      BB/Stable/--                

               RATINGS LOWERED                  TO      FROM

  Senior secured debt    First mortgage bonds   BB   BBB/Watch Neg


ROBOTIC VISION: September 30 Balance Sheet Upside-Down by $10MM
---------------------------------------------------------------
Robotic Vision Systems, Inc., (RVSI.PK) reported results for its
fiscal fourth quarter and fiscal year ended September 30, 2003.

Fourth quarter revenues were $13,499,000 compared to $10,125,000
in fiscal 2003's third quarter and $14,887,000 in fiscal 2002's
fourth quarter.  RVSI's net loss is fiscal 2003's fourth quarter
was $3,486,000, or $0.27 per share; compared to a net loss of
$3,252,000 or $0.26 per share in fiscal 2003's third quarter; and
$19,625,000, or $1.62 per share in fiscal 2002's fourth quarter.

Fiscal year 2003 revenues were $43,400,000 compared to $59,243,000
in fiscal year 2002.  The company's fiscal 2003 net loss was
$30,104,000 or $2.44 per share; compared to $41,774,000, or $4.19
per share, in fiscal 2002.

The above results incorporate consolidated revenues for both the
Semiconductor Equipment Group and Acuity CiMatrix.  All results
are inclusive of unusual gains and losses, and reflect the one-
for-five reverse stock split effected in November 2003.

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $21 million and a total shareholders'
equity deficit of about $10 million.

"The fourth quarter marked a turning point for RVSI," said Pat V.
Costa, Chairman and CEO of RVSI.  "We achieved positive cash flows
from operations, completed a $6 million private placement of
equity and put in place a new, $13 million revolving credit
facility that in turn gave us an important business partner.  All
of this is evidence that RVSI is on a strong footing for the
future.

"Both of our businesses are at an inflection point," Mr. Costa
said. "Demand is rising for semiconductor capital equipment and
our customers are telling us they will need to add capacity in the
coming year.  We believe we have the best products in the market
both for semiconductor package inspection and bumped wafer
inspection.  At Acuity CiMatrix, we continue to expand our blue-
chip customer base both for machine vision and Data Matrix reading
applications, and the Defense Department's mandate for unit level
traceability should push the entire market toward adoption of Data
Matrix-based direct parts marking.

"Despite strong bookings in the quarter at both of our businesses,
parts availability issues that are a legacy of earlier times will
constrain shipments and we will not be profitable in the December
quarter," Mr. Costa said.  "However, the balance of fiscal 2004
looks very positive.  We have the technology, the products, the
people, the financial resources and, now, the underlying demand to
achieve success."

Robotic Vision Systems, Inc., (RVSI.PK) has the most comprehensive
line of machine vision systems available today.  Headquartered in
Nashua, New Hampshire, with offices worldwide, RVSI is the world
leader in vision-based semiconductor inspection and Data Matrix-
based unit-level traceability.  Using leading-edge technology,
RVSI joins vision-enabled process equipment, high-performance
optics, lighting, and advanced hardware and software to assure
product quality, identify and track parts, control manufacturing
processes, and ultimately enhance profits for companies worldwide.  
Serving the semiconductor, electronics, aerospace, automotive,
pharmaceutical and packaging industries, RVSI holds more than 100
patents in a broad range of technologies.  For more information
visit http://www.rvsi.com/


ROGERS COMMS: Reaches Pact with Former Cable Atlantic Shareholders
------------------------------------------------------------------
Rogers Communications Inc. and the former principals of Cable
Atlantic settled their outstanding issue which arose from the
purchase of Newfoundland-based Cable Atlantic by Rogers in
February 2001. The issue was settled to the mutual satisfaction of
all parties, and the terms of the settlement were not disclosed.

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) (S&P,
BB+ L-T Corporate Credit Rating, Negative) is Canada's national
communications company, which is engaged in cable television,
broadband Internet access and video retailing through Rogers Cable
Inc.; digital PCS, cellular, wireless data communications and
paging through Rogers Wireless Communications Inc.; and radio,
television broadcasting, televised shopping and publishing
businesses through Rogers Media Inc.


ROUGE INDUSTRIES: Court Approves Sale of Company to Severstal
-------------------------------------------------------------
Rouge Industries, Inc., announced that the United States
Bankruptcy Court for the District of Delaware in Wilmington has
approved the sale to Severstal of substantially all of the
Company's assets pursuant to the terms of the asset purchase
agreement between the parties.

As previously announced, Severstal emerged as the highest and best
bidder in a competitive auction held on December 19, 2003 for
substantially all of the Company's assets, subject to bankruptcy
court approval.

The Company expects to use the proceeds of the sale to repay its
creditors and to fund administrative expenses.  Accordingly, there
will not be any amounts available to be distributed to the
Company's stockholders from the sale.  Completion of the
transaction remains subject to certain conditions with a final
closing expected by January 30, 2004.

On October 23, 2003, Rouge Industries, Inc., including its
subsidiaries Rouge Steel Company, QS Steel Inc. and Eveleth
Taconite Company, filed voluntary petitions for protection under
Chapter 11 of the United States Bankruptcy Code in the Court.  
Rouge Steel Company continues to operate its Dearborn, Michigan
steel making facilities and serve its customers.


SCORES HOLDING: Eliminates $580K in Debt from Balance Sheet
-----------------------------------------------------------
Scores Holding Company Inc., (OTCBB:SCOH) eliminated $580,600 in
long term debt and accrued interest from its balance sheet. The
elimination of this debt will be reflected in the Company's
audited balance sheet for the fiscal year ending December 31,
2003.

The loan in the original amount of $1,000,000 was made by a
private fund on August 7, 2002. The Company had the right to repay
the loan in full on its maturity date of August 7, 2007 by issuing
to the private fund a common stock purchase warrant for 100,000
shares of the Company's common stock. The exercise price for the
warrant shares was to be approximately 75% of the market price of
the Company's common stock at the maturity date of the loan.

The private fund has agreed to accept at this time a common stock
purchase warrant for 100,000 shares of the Company's common stock
at an exercise price per share equal to approximately 75% of the
current market price of the Company's common stock in full payment
of the balance of the loan.

"We are very pleased that we have been able to pay off this
substantial long term debt before the end of calendar year 2003 by
issuing a stock warrant. This transaction helps us achieve one of
our main goals for fiscal 2003, namely improving our balance sheet
to better position ourselves for profitable growth and increasing
shareholder value in the future" said Chairman and Chief Executive
Officer Richard Goldring.

Scores Holding's September 30, 2003 balance sheet shows a working
capital deficit of about $760,000 and a total shareholders' equity
deficit of about $1 million.


SCOTTISH RE: Completes Acquisition of ERC Life Reinsurance Corp.
----------------------------------------------------------------
Scottish Re Group Limited (NYSE:SCT) has completed its previously
announced acquisition of 95 percent of the outstanding capital
stock of ERC Life Reinsurance Corporation.

ERC Life, a Missouri company, was one of the companies through
which GE ERC has conducted its life reinsurance business in the
United States. The business of ERC Life consists of a closed block
of mostly traditional life reinsurance. ERC Life has in excess of
$800 million in total assets and $100 million of statutory capital
and surplus.

GE ERC has agreed to administer the business for up to nine months
from the date of acquisition and to assist with the transition of
the business to Scottish Re's systems. No GE ERC employees will
transfer to Scottish Re.

Scottish Re Group Limited is a global life reinsurance specialist
and issuer of customized life insurance based wealth management
products for high net worth individuals and families. Scottish Re
has operating companies in Bermuda, Charlotte, North Carolina,
Dublin, Ireland, Grand Cayman, and Windsor, England. Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (U.S.), Inc., which are
rated A- (excellent) by A.M. Best, A (strong) by Fitch Ratings, A3
(good) by Moody's and A- (strong) by Standard & Poor's and
Scottish Re Limited, which is rated A- (excellent) by A.M. Best, A
(strong) by Fitch Ratings and A- (strong) by Standard & Poor's.

As previously reported, Standard & Poor's Ratings Services
recently assigned its 'BB' preferred stock rating to the $115
million of hybrid capital units (mandatory convertible preferred
stock) being issued by Scottish Re Group Ltd. (NYSE:SCT).

The outlook is positive.


SOLUTIA INC: Wants Approval to Obtain $500-Million DIP Financing
----------------------------------------------------------------
The Solutia, Inc. Debtors filed for chapter 11 protection with
roughly $21 million in the bank.  Because the chapter 11 filings
constitute an immediate event of default under their Existing
Credit Agreement with Ableco Finance LLC, a unit of Cerberus
Capital Management, L.P., Wells Fargo Foothill, Inc., Congress
Financial Corporation, and other syndicate lenders, the Debtors
have no access to on-going working capital financing unless the
Bankruptcy Court approves a post-bankruptcy financing facility.  

Without available cash to meet the ongoing obligations that they
must incur to run their businesses, Solutia tells the Bankruptcy
Court that its business will fold.  The Debtors urgently need
bank credit to purchase raw materials and inventory, pay their
employees, maintain their manufacturing and distribution systems
and otherwise continue their businesses and operations.  Absent
immediate availability of new credit, the Debtors' operations
will be severely disrupted and they will be forced to cease or
sharply curtail operations of some or all of their businesses,
which in turn will limit or eliminate the Debtors' ability to
generate operating revenue.

Prior to the Petition Date, the Debtors solicited proposals from
potential post-bankruptcy lenders.  Lenders, generally, weren't
receptive to talking.  Talks with Ableco Finance, however, were
productive and culminated in documentation of a definitive
Secured Debtor-in-Possession Financing Facility providing the
Company with up to $500 million of new financing to (i) pay-off
the Existing Credit Facility and (ii) finance the company's
working capital needs through the chapter 11 restructuring
process.  

The DIP Loans will consist of:

   (a) a $50,000,000 Term Loan A Facility from:

         * Congress Financial Corporation (Central) and
         * Wells Fargo Foothill, Inc.

   (b) a $300,000,000 Term Loan B Facility from:

         * Ableco Finance LLC (together with its
              affiliate assignees);
         * Fortress Credit Opportunities I LP;
         * Highbridge/Zwirn Special Opportunities Fund L.P.;
         * Bernard National Loan Investors, Ltd.;
         * Nylon & Films, L.L.C.;
         * Oak Hill Securities Fund, L.P.;
         * Oak Hill Securities Fund II, L.P;
         * Cardinal Investment Partners I, L.P.;
         * Lerner Enterprises, L.P.;
         * Oak Hill Credit Partners I, Limited;
         * Oak Hill Credit Partners II, Limited;
         * P&PK Family Ltd. Partnership;
         * TRS Thebe LLC; and
         * Upper Columbia Capital Company, LLC; and

   (c) a $150,000,000 revolving credit facility from:

         * Congress Financial Corporation (Central) and
         * Wells Fargo Foothill, Inc.

The DIP Facility provides the Debtors with access to financing
through December __, 2005, subject to a Borrowing Base equal to:

      (1) the sum of:

          (A) up to 85% of the value of the Net Amount of
              Eligible Accounts less the amount, if any, of
              a Dilution Reserve (if bad debts exceed 5%)

              plus

          (B) the sum of up to:

              (x) 60% of the Book Value of the Eligible Inventory
                  constituting finished goods at such time

                  plus

              (y) 40% of the Book Value of the Eligible Inventory
                  constituting raw materials at such time

                  plus

              (z) the lesser of:

                  (1) 40% of the Book Value of the Eligible
                      Inventory constituting so-called Designated
                      Chemicals at such time and

                  (2) $20,000,000

          minus

      (2) such reserves as the Administrative Agent or the
          Documentation Agent may deem appropriate in the
          exercise of their business judgment made in good faith
          and exercised reasonably based upon the lending
          practices of the Administrative Agent or the
          Documentation Agent consistent with the general
          practices in the commercial finance industry.

The DIP Loans under each of the Term Loan Facilities will bear
interest at an annual rate equal to the greater of (a) the prime
rate announced by JPMorgan Chase Bank plus 9.125% and (b)
13.375%.  The DIP Loans under the Revolving Credit Facility bear
interest at an annual rate equal to the greater of (x) the prime
rate announced by JPMorgan Chase Bank plus 2.0% and (y) 6.25%.

The Debtors will pay the Lenders a variety of Fees:

     * a $4.5 or 5.0 million Closing Fee;
     * a $150,000 Quarterly Loan Servicing Fee;
     * 0.75% per year on every dollar NOT borrowed as an
       Unused Line Fee;
     * 6.00% Letter of Credit fees;
     * $1,500 per day per examiner for financial auditing work;
       and
     * the cost of all visits, audits, inspections, valuations
       and field examinations conducted by a third party on
       behalf of the Agents.

The DIP Loans will be secured by superpriority liens pursuant to
11 U.S.C. Sec. 364, subject only to a consensual $15,000,000
Carve-Out to permit payment of Professional Fees and fees charged
by the U.S. Trustee and Court Clerk.  

The Debtors agree to three key financial covenants:

  (1) The Debtors agree to limit their Capital Expenditures to:

         For the Period                    Maximum CapEx
         --------------                    -------------
         Through December 31, 2003          $__________
         In Fiscal Year 2004                $65,800,000
         In Fiscal Year 2005                $88,200,000

  (2) The Debtors covenant with the Lenders that Consolidated
      EBITDA will be no less than:

      Twelve-Month Period Ended     Minimum Consolidated EBITDA
      -------------------------     ----------------------------
      December 31, 2003                     $76,800,000
      January 31, 2004                      $60,400,000
      February 29, 2004                     $60,300,000
      March 31, 2004                        $56,300,000
      April 30, 2004                        $61,800,000
      May 31, 2004                          $64,700,000
      June 30, 2004                         $61,200,000
      July 31, 2004                         $61,300,000
      August 31, 2004                       $61,600,000
      September 30, 2004                    $74,000,000
      October 31, 2004                      $73,800,000
      November 30, 2004                     $77,800,000
      December 31, 2004                     $91,800,000
      January 31, 2005                     $104,600,000
      February 28, 2005                    $105,800,000
      March 31, 2005                       $113,400,000
      April 30, 2005                       $115,500,000
      May 31, 2005                         $116,900,000
      June 30, 2005                        $119,200,000
      July 31, 2005                        $123,300,000
      August 31, 2005                      $124,700,000
      September 30, 2005                   $124,500,000
      October 31, 2005                     $126,000,000
      November 30, 2005                    $120,900,000
      December 31, 2005                    $121,400,000

  (3) The Debtors further covenant with the Lenders that the
      ratio of (i) the difference between (A) Consolidated EBITDA
      and (B) Capital Expenditures (excluding the interest
      portion of Capital Lease Obligations included in Capital
      Expenditures) to (ii) the sum of (A) all principal of
      Indebtedness scheduled to be paid or prepaid during the
      period to the extent there is an equivalent permanent
      reduction in the commitments, plus (B) Consolidated Net
      Interest Expense, other than any one-time, non-cash
      Writeoffs of fees related to the replacement of the
      Existing Credit Agreement, plus (C) income taxes paid or
      payable during the period, plus (D) cash dividends or
      distributions paid (other than, in the case of any Loan
      Party, dividends or distributions paid by such Loan Party
      to any other Loan Party) during the period to fall below:

                                           Maximum Fixed
      Twelve-Month Period Ended        Charge Coverage Ratio
      -------------------------        ---------------------
      December 31, 2003                        (0.04)
      January 31, 2004                          0.08
      February 29, 2004                         0.04
      March 31, 2004                           (0.03)
      April 30, 2004                           (0.02)
      May 31, 2004                             (0.02)
      June 30, 2004                            (0.09)
      July 31, 2004                            (0.11)
      August 31, 2004                          (0.09)
      September 30, 2004                        0.02
      October 31, 2004                          0.04
      November 30, 2004                         0.10
      December 31, 2004                         0.30
      January 31, 2005                          0.42
      February 28, 2005                         0.43
      March 31, 2005                            0.50
      April 30, 2005                            0.51
      May 31, 2005                              0.51
      June 30, 2005                             0.52
      July 31, 2005                             0.53
      August 31, 2005                           0.53
      September 30, 2005                        0.50
      October 31, 2005                          0.49
      November 30, 2005                         0.40
      December 31, 2005                         0.38

Frederic L. Ragucci, Esq., at Schulte Roth & Zabel LLP in New
York serves as counsel to the DIP Lenders.

Judge Beatty finds that the need for DIP Financing is critical
and the business will be harmed if new financing isn't put in
place.  On an interim basis, pending a final hearing, Judge
Beatty authorizes the Debtors to borrow up to $75,000,000 under
the DIP Facility.  The Court will convene a Final DIP Financing
Hearing in January after a Creditors' Committee is formed, hires
professionals and has the opportunity to review the credit
agreement in detail. (Solutia Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPECIALTY ENGRAVING: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Specialty Engraving Systems Inc.
        152 Jim Ct
        Louisville, Kentucky 40229

Bankruptcy Case No.: 03-38732

Type of Business: Manufacturing of copper plated gravure
                  printing cylinders for decorative and
                  specialty market. For more information, visit
                  http://www.specialty-engraving.com/

Chapter 11 Petition Date: December 19, 2003

Court: Western District of Kentucky (Louisville)

Judge: Joan L. Cooper

Debtor's Counsel: David M. Cantor, Esq.
                  462 South 4th Avenue, Suite 2200
                  Louisville, KY 40202
                  Tel: 584-7400

Total Assets: $750,000

Total Debts:  $1,500,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
Internal Revenue Service                     $26,043

Theodore Cook                                 $6,800

Vee Met Co. Inc.                              $6,330

MSI Inc.                                      $4,780

Artisan Mold and Machining                    $4,275

Quality Tool                                  $4,248

Dark Diamond Tools Inc.                       $3,708

ADT Security Services                         $3,077

Meredith Machinery                            $2,889

Gosiger Inc.                                  $2,848

Derby Chemical                                $2,770

Enthone-Omi                                   $2,500

Electronic Gravure Service Inc.               $1,900

David Bass CPA                                $1,750

Retro Technologies                            $1,531

Technodiamant USA Inc.                        $1,215

Morris Garlove Waterman and                   $1,181
Johnson

Business Brokers & Consultants                $1,170

Stora Enso North America Corp.                $1,068

Precision Products                              $924


SPIEGEL: Wants to Conduct GOB Sales at 30 Eddie Bauer Stores
------------------------------------------------------------
James L. Garrity, Jr., Esq., at Shearman & Sterling LLP, in New
York, informs the Court that as of the Petition Date, Eddie Bauer
had 11,000 full and part-time employees in the United States and
Canada.  For the fiscal year ended December 31, 2002, Eddie Bauer
recorded $1,500,000,000 in revenue.  On April 29, 2003, the
Spiegel Debtors sought to liquidate and close 60 Eddie Bauer
stores.  By orders dated May 14, 2003 and May 22, 2003, the Court
granted the Debtors' request.  The Debtors have completed the
store closures contemplated.

By this motion, the Debtors now seek the Court's authority to
sell inventory and fixtures, and to conduct store closing sales
at 30 additional Eddie Bauer stores by way of an independent
liquidator.  The leases for 18 of these Stores will terminate in
accordance with their terms during the course of the proposed
store closing sales.

Mr. Garrity states that each of the Stores contains significant
levels of inventory.  The Stores also contain trade fixtures and
other personal property owned by the Debtors that may be subject
to the sales.  The realization of fair value for these assets as
promptly as possible will inure to the benefit of all parties-in-
interest.

                   Review of Store Performance

According to Mr. Garrity, Eddie Bauer has undertaken an
exhaustive financial and real estate lease status review of all
its retail stores.  The Debtors have determined that at least one
of these circumstances apply to all the Stores:

   (a) financial underperformance as indicated by negative annual
       operating cash flow and negative annual operating
       profitability, based on 2004 store level estimates.  These
       Stores were not closed in the prior round of store
       closures because they were previously estimated to
       generate positive cash flow for the second half of 2003;

   (b) the landlord's refusal to extend expiring leases;

   (c) the landlord refusal to extend or renegotiate leases on
       financially viable terms;

   (d) together with the Landlord, mutually-agreed upon closure
       of the Store as part of global renegotiation of Eddie
       Bauer's lease portfolio with that Landlord; or

   (e) desire, on behalf of Eddie Bauer, to strategically exit
       the Store for one or both of these reasons:

       -- expected continuation of sharp sales decline with a
          significant duration remaining on the lease; or

       -- opportunity to exit strategically unimportant locations
          due to natural lease expirations or expulsions on
          January 31, 2004.

Mr. Garrity notes that strategically unimportant locations suffer
from low annual sales volume, operating cash flow and operating
profitability, or may be located in the same geographic location
as an existing or new store.  In this instance, it is expected
that continued operation of the Store to be closed would detract
from the performance of the nearby store.

Mr. Garrity explains that absent the proposed Store closures and
an immediate liquidation of the Debtors' inventory at the Stores,
the Debtors will:

   (a) continue to suffer losses in under-performing stores to
       the detriment of their creditors and their estates;

   (b) fail to maximize recovery for their estates by not
       employing a liquidating agent to sell merchandise in
       closing stores; and

   (c) further damage their estates by failing to close stores on
       which global landlord renegotiations hinge.

                 Selection of the Stalking Horse

On November 18, 2003, the Debtors delivered via e-mail the
information on their proposed sale of the liquidation rights to
the Eddie Bauer inventory pursuant to the Store Closing Sales to
five liquidators who regularly conduct these liquidation sales.
Included in the mailing was a cover letter requesting the
recipient to review the materials and submit a bid for the
purchase of the Liquidation Rights no later than November 21,
2003.  The Debtors also included a form of a term sheet for the
bids to reduce the risk of receiving bids containing terms and
conditions that would be dissimilar and difficult to compare.  On
November 21, 2003, the Debtors received completed term sheets
from four of the five liquidators contacted.  The Debtors
completed an extensive analysis of each term sheet.

Based on their analysis, the Debtors selected the group comprised
of the Hilco Merchant Resources, LLC and the Ozer Group LLC, as
the "stalking horse" bidder for having submitted the highest and
best bid.  Thus, the Debtors propose to sell the right to
liquidate the inventory at the Stores to Hilco/Ozer or to other
independent liquidator that submits a higher and better offer at
an auction to be conducted in accordance with the proposed
procedures.

The terms and conditions of the Hilco/Ozer bid are summarized in
a Term Sheet.  Hilco/Ozer and the Debtors also intend to execute
an agency agreement that embodies the terms set forth in the Term
Sheet.  Hilco/Ozer or the successful bidder at the Auction will
be required to execute an agency agreement, the terms and
conditions of which will be at least as beneficial to the Debtors
as those set in the Term Sheet.

               The List of Stores to be Liquidated

Due to ongoing real estate negotiations and continued evaluation
of store performance, the list of the Stores to be closed has not
yet been finalized.  Accordingly, the Debtors intend to provide
notice to (i) each landlord party to a lease for a Store, and
(ii) the Attorney General of each state in which a Store is
located, via e-mail, fax or Federal Express, as the case may be,
of the proposed closing sale at the specific Store in which the
landlord and the Attorney General have an interest.  To minimize
the risk that the list of Stores will be disclosed during the
lucrative holiday shopping season, the Landlords and Attorneys
General will not be served with the list at that time.  Mr.
Garrity says that the list will be served, as attachment to the
Agency Agreement, only on the Debtors' postpetition secured
lenders; the counsel for the Official Committee of Unsecured
Creditors; and the United States trustee, via e-mail, fax, hand
delivery or Federal Express, as the case may be.

The Debtors maintain that sound business reasons have been
demonstrated to permit them to begin the Store Closing Sales by
January 9, 2004.  Therefore, pursuant to Section 363 of the
Bankruptcy Code, the Debtors seek authority to commence the Store
Closing Sales by January 9, 2004 and take related actions as are
reasonable and necessary in its connection.

Mr. Garrity adds that to the extent that the Debtors' secured
lenders or any other party assert a security interest in the
assets to be sold in the Store Closing Sales, the Debtors will
obtain the parties' consent of the sale free and clear of liens,
claims and encumbrances.  In the event the Debtors do not obtain
this consent from a secured creditor, they reserve the right to
demonstrate at the proposed Sale Hearing that the applicable
assets may be sold free and clear of the creditors' lien pursuant
to Section 363(f) of the Bankruptcy Code.

Furthermore, the Debtors also ask the Court that they, together
with the Liquidation Agent, in the conduct of the Store Closing
Sales and related transactions, be presumed to be in compliance
with any licensing and other requirements governing the conduct
of store closing or other inventory clearance sales, including
state and local statutes and regulations establishing licensing,
registration, or permitting requirements, waiting periods, time
limits, bulk sale restrictions or augmentation limitations that
would otherwise apply to the Store Closing Sales, provided that
the Store Closing Sales are conducted in accordance with the
terms of the Bidding Procedures Order and the Agency Agreement.
Finally, the Debtors ask the Court to waive any applicable bulk
sales laws. (Spiegel Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


ST. JOSEPH PRINTING: S&P Affirms B+ L-T Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Canadian
printing and media company St. Joseph Printing Ltd. to stable from
positive, based on the company's lower-than-expected growth in
profits and free cash flow generation. In addition, the rating on
the company's senior unsecured notes was lowered to 'B-' from 'B',
to reflect an elevated level of priority debt, which ranks ahead
of the unsecured notes. At the same time, the 'B+' long-term
corporate credit rating was affirmed.

"The ratings on St. Joseph's reflect the highly competitive and
cyclical commercial printing industry fundamentals, and the
company's marginal cash flow and equity base, which limit
financial flexibility," said Standard & Poor's credit analyst
Carrie Yakimovich. These factors are partially mitigated by
modern, efficient operations and profitable niche market
positions, including the digital imaging, content creation, and
government printing segments.

St. Joseph is the distant third-largest Canadian commercial
printer in a fragmented, but consolidating, C$9 billion printing
market. The company operates printing facilities in both the
Toronto, Ont. region, the largest print market in Canada, and in
the Ottawa-Hull region. These facilities serve both the retail
market and the historically more stable magazine and government
segments. Approximately 22% of St. Joseph's 2003 revenues were
generated by about 100 departments and agencies of the Canadian
federal government, and 15% by Sears Canada Inc. Significant
concentration of sales between two customers is tempered by their
strong credit quality, and long-standing, profitable
relationships. On the government printing side, competition has
intensified in the past couple of years due to soft printing
demand in the Ottawa region, leading to a decline in segment
revenue and tighter margins. This segment is expected to improve
in 2004 with an increase in legislative activities associated with
the change in federal government. The company's strength in
integrating its content creation and digital imaging capabilities
has culminated in an enhancement to St. Joseph's current
relationship with Sears Canada to provide all of the content
creation for Sears' catalogue, retail flyers, website, and in-
store signage for the next ten years. This agreement has partially
contributed to the 21.7% increase in media revenues year-to-date.
Media operations have also expanded recently via acquisition to
include the publishing of such magazines as Toronto Life,
Weddingbells, and Saturday Night.

St. Joseph's growth is expected to improve modestly in the near
term, pending the capitalization of new business opportunities and
an improvement in printing industry conditions. In addition, the
stable outlook incorporates the expectation that St. Joseph will
successfully refinance its senior unsecured notes. Failure to
secure a new financing commitment in the first half of 2004 could
prompt a ratings downgrade.


SWEETHEART CUP: Executes Definitive Pact to Sell Co. to Solo Cup
----------------------------------------------------------------
Sweetheart Cup Company Inc., announced the execution of a
definitive agreement for its acquisition by Solo Cup Company of
Highland Park, IL.

Each company is a leader in manufacturing and distributing
disposable foodservice and beverage-related products.

Dennis Mehiel, Chairman and CEO of parent company SF Holdings,
said the transaction is expected to close during the first quarter
of 2004.

"Two of our industry's strongest organizations will now be on a
single team managed by Robert Hulseman and Ron Whaley of Solo Cup
Company. I believe the future will be brighter for all of our
constituencies as a result," said Mehiel. "This dynamic new
company will have a broader reach, a more complete product line
and an improved cost basis. Our customers will be better served,
our vendors will enjoy growth opportunities and our employees face
a more secure future," he added.

Because Solo will acquire SF Holdings, two additional business
units are included in the transaction, Hoffmaster tissue and The
Fonda Brands private label plate business.

Terms of the transaction, the consummation of which is subject to
customary conditions and regulatory approvals, including Solo's
receipt of financing, were not disclosed. In connection with the
acquisition, all of Sweetheart's outstanding notes will be
repurchased or redeemed.

Jefferies and Company acted as the sole financial advisor to SF
Holdings in connection with the transaction.

Sweetheart Cup, a subsidiary of SF Holdings Group, Inc., located
in Owings Mills, Md., is a leading manufacturer and supplier of
single-service foodservice and beverage-related products in paper,
plastic, and foam. Sweetheart has three separate business units:
Foodservice, Packaging, and Consumer. Foodservice provides
products to independent and large national chain restaurants,
schools, business and industry foodservice locations, hospitals,
lodging, and recreation facilities. Packaging offers a variety of
paper and plastic containers for cultured and dairy products.
Consumer products, packaged in retail packs, are marketed for at-
home consumption in both Sweetheart and private-label brands sold
by leading retailers. For more information, visit
http://www.sweetheart.com/  

Solo Cup Company, headquartered in Highland Park, Ill., is a
leading manufacturer of single-use foodservice cups, bowls,
plates, cutlery and related items made from plastic, foam and
paper. A privately held company established in 1936, it operates
12 manufacturing plants, facilities in Panama, U.K., and Japan,
and seven warehouse/distribution centers. Its three channels
include Consumer, Foodservice, and International. The Consumer
channel sells the full range of products to retailers for direct
use by the consumer. The Foodservice channel sells institutional
products to organizations such as schools, restaurants, coffee
houses and hospitals. The International channel markets retail and
institutional products to more than 50 countries. For more
information, visit http://www.solocup.com/  

                         *    *    *

As reported in Troubled Company Reporter's December 5, 2003
edition, Standard & Poor's Ratings Services affirmed all of its
ratings on Owings Mills, Maryland-based Sweetheart Cup Co. Inc.,
following the company's announcement that it planned to issue $95
million of senior secured notes due in 2007 under Rule 144a with
registration rights and $20 million of junior subordinated notes
due in 2008.

If the refinancing is completed under the proposed terms and
conditions, Standard & Poor's will raise its corporate credit
rating on Sweetheart and subordinated debt rating on The Fonda
Group Inc. (which was merged into Sweetheart in 2002) by one notch
(to 'B-' and 'CCC', respectively). The ratings on the notes due in
2004 will be withdrawn and a 'CCC' senior secured debt rating will
be assigned to the new notes. The outlook will be stable. Standard
& Poor's is not rating the new subordinated debt, which will be
purchased by International Paper Co., one of Sweetheart's major
suppliers.

Subject to bank lender approval, the new notes will be secured by
property, plant, and equipment with a book value of about $45
million, and a market value that management estimates at about $90
million. The ratings on both the new senior secured and existing
subordinated notes will be two notches below the corporate credit
rating because of the significant amount of senior bank debt and
operating lease obligations secured with superior collateral, and
Standard & Poor's belief that in a distressed situation holders of
the new notes would only receive marginal recovery of principal
because the distressed asset value would likely be well below the
current market value.

If the refinancing is not completed and the bank debt is
accelerated, all the ratings will be lowered to 'D'.


TANGER FACTORY: Balckstone JV Acquires Charter Oak Portfolio
------------------------------------------------------------
Tanger Factory Outlet Centers, Inc. (NYSE: SKT), a leading owner,
developer and manager of factory outlet centers, announced the
closing of the acquisition of the Charter Oak Partners' portfolio
of nine factory outlet centers totaling approximately 3.3 million
square feet.  

Tanger and an affiliate of Blackstone Real Estate Advisors
acquired the portfolio through a joint venture in the form of a
limited liability company.  Tanger owns one-third and Blackstone
owns two-thirds of the joint venture.  Tanger is providing
operating, management, leasing and marketing services to the
properties for a fee.

The purchase price for this transaction was $491 million,
including the assumption of approximately $187 million of debt.  
Tanger financed the majority of its equity in the joint venture
with proceeds from the issuance of 2.3 million common shares at
$40.50 per share and expects that the transaction will be
accretive to its operating results in 2004.  The successful equity
financing will allow Tanger to maintain a strong balance sheet and
its current financial flexibility.  The New York-based
international investment banking partnership of Compass Advisers,
LLP were advisors to Tanger on the transaction.  The New York
based real estate company COP Holdings LLC, an affiliate of RFR
Holding LLC, were advisors to Blackstone and participated in the
transaction.

The factory outlets being acquired are located in:  Rehoboth
Beach, Delaware; Foley, Alabama; Myrtle Beach, South Carolina;
Park City, Utah; Hilton Head, South Carolina; Tilton, New
Hampshire; Lincoln City, Oregon; Westbrook, Connecticut and
Tuscola, Illinois.

"We are excited about this acquisition because, in our opinion, it
is an excellent economic fit for our shareholders, an accretive
investment, and in line with our strategy of creating increased
presence in high-end resort locations," stated Stanley K. Tanger,
Founder, Chairman of the Board and Chief Executive Officer of
Tanger.  "Adding the Tanger brand to these outstanding shopping
centers creates a more recognizable shopping experience for our
customers.  As we have proven, based upon our 22-year historical
performance, our managerial skills and marketing expertise will
add value to these established centers.  An extensive
remerchandising strategy will be designed to enhance the centers
and increase occupancy rates by adding additional upscale tenants
to the existing high quality roster."

Mr. Tanger noted that this acquisition would increase the centers
owned or managed by Tanger from 31 centers with 6.1 million square
feet to 40 centers with 9.3 million square feet, and solidify its
position in the outlet industry.  He stated that the increased
size of the Tanger portfolio will diversify Tanger's profile,
build on its management skills, and enhance the company's
shareholder value.  "We look forward to a long-term successful
partnership with Blackstone," Mr. Tanger added.

"We share Tanger Outlet Centers' enthusiasm for these assets,"
added Jonathan Gray, Senior Managing Director of Blackstone.  
"After thoroughly reviewing the portfolio and the factory outlet
industry, we decided to enter into partnership with Tanger.  We
have a very high regard for the Tanger management team, and this
investment is in keeping with our longstanding tradition of
partnering with high-quality corporations," he added.

Tanger Factory Outlets, Inc. (NYSE: SKT) (S&P, BB+ Corporate
Credit Rating, Stable), a fully integrated, self-administered and
self-managed publicly traded REIT, presently operates 33 centers
in 20 states coast to coast, totaling approximately 6.2 million
square feet of gross leasable area. For more information on
Tanger, visit http://www.tangeroutlet.com/      

The Blackstone Group, a private investment bank with offices in
New York, London and Hamburg, was founded in 1985.  Blackstone
Real Estate Advisors has raised four funds representing
approximately $4 billion in total equity.  The group has made over
100 separate investments in hotels, offices and other commercial
properties with a total transaction value in excess of $15
billion. In addition to real estate, The Blackstone Group's core
businesses include Private Equity Investing, Corporate Debt
Investing, Marketable Alternative Asset Management, Mergers &
Acquisitions Advisory, and Restructuring & Reorganization
Advisory.


TENFOLD CORP: Raises $10 Million in Private Placement Transaction
-----------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, completed raising $10 million in gross
proceeds through a private placement of 5 million shares of its
common stock at $2.00 per share, with no warrant coverage.  

Brean Murray & Co., Inc. acted as exclusive placement agent for
the transaction.

"TenFold is back," said Dr. Nancy Harvey, TenFold's President and
CEO. "Brean Murray & Co. helped us close healthy new investment in
TenFold at a small discount to market and with no warrant
coverage.  We will exit 2003 with a very solid cash position, the
strongest year-end cash position since 2000, and, as importantly,
with interested new institutional shareholders who appreciate the
bright future ahead of TenFold.  This cash gives TenFold the
flexibility to accelerate sales and marketing to drive our
EnterpriseTenFold technology into the market.  This also sets the
stage for TenFold to emerge as the software powerhouse that our
technology warrants.  I am grateful for Brean Murray's help and
for the continued support and leadership of our Board."

TenFold spent 2001-2002 and much of 2003 resolving legacy business
issues and creating solid new working relationships with its
customers to help customers experience the Speed, Quality, and
Power of TenFold's EnterpriseTenFold technology.  In the latter
half of 2003, TenFold began testing its go-forward sales model.  
Already, each of two new sales executives has closed modest new
account business and TenFold is now finalizing preparations to
replicate this direct sales model.  Also within the past 90 days,
TenFold released its Tsunami(TM) product to hundreds of interested
people to install from the Internet to see for themselves the
Speed, Quality, and Power of TenFold's remarkable applications
development platform.

"Nancy is doing an extraordinary job as our CEO.  She has
masterfully resolved enormous business, legal, and financial
liabilities that nearly destroyed TenFold.  That she did so
without blow-out financings, warrants, or other highly dilutive
and risky strategies, and while protecting our current
shareholders, creditors, employees, and customers, is a testament
to her vision for TenFold, her focused drive, and her disciplined
execution," said Jeffrey L. Walker, TenFold's Chairman of the
Board.  "She has put TenFold on a more solid financial foundation,
restored TenFold's reputation with its flagship clients, enabled
TenFold to release its most important technology, and prepared
TenFold for future growth.  This financing is both a terrific
capstone to the successes of the last three years and a solid
cornerstone for TenFold's future prospects."

For more information about TenFold, EnterpriseTenFold, or Tsunami,
please contact Sally White at 801-619-8232 or swhite@10fold.com.

TenFold (OTC Bulletin Board: TENF) licenses its patented
technology for applications development, EnterpriseTenFold(TM), to
organizations that face the daunting task of replacing obsolete
applications or building complex applications systems.  Unlike
traditional approaches, where business and technology requirements
create difficult IT bottlenecks, EnterpriseTenFold technology lets
a small, business team design, build, deploy, maintain, and
upgrade new or replacement applications with extraordinary speed
and limited demand on scarce IT resources.  For more information,
visit http://www.10fold.com/

Tenfold Corporation's September 30, 2003 balance sheet shows total
stockholders' deficit of $11,510,000 compared to a deficit of
$25,225,000 as of December 31, 2002


TIMKEN CO.: Completes Sale of Airframe Assets to RBC Bearings
-------------------------------------------------------------
The Timken Company (NYSE: TKR) has completed the sale of its
fixed-wing airframe product lines to Roller Bearing Company of
America, Inc.

The sale included certain assets related to airframe product
manufacture at the Standard Plant in Torrington, CT, as well as
selected airframe product lines manufactured in Keene, NH. Terms
of the sale were not disclosed.

Timken will continue to manufacture other aerospace products as
part of Timken Aerospace, including specialized, highly engineered
bearings for critical applications such as jet engines, gearboxes,
auxiliary power units, instrumentation and helicopters. Timken
also will continue to produce bearings for aircraft landing
wheels.

"The aerospace market is important to us, and we will continue our
strategy of providing our customers with advanced technology and
highly engineered bearings for selected applications," said Mike
Arnold, President - Industrial.

The sale to RBC Bearings includes products such as aircraft
control bearings, aircraft rod ends, radial bearings and aircraft
track rollers, which are manufactured at the Standard Plant. RBC
Bearings will be leasing manufacturing space from Timken at the
Standard Plant to produce these products.

The Timken Company (Moody's, Ba1 Senior Unsecured Debt, Senior
Implied and Senior Unsecured Issuer Ratings) --  
http://www.timken.com/ -- is a leading international manufacturer  
of highly engineered bearings, alloy and specialty steels and
components, and a provider of related products and services.  
Following its February 2003 acquisition of The Torrington Company,
Timken employed 28,000 people worldwide with operations in 29
countries.  In 2002, the combined companies had sales of
approximately $3.8 billion.


TRW AUTOMOTIVE: Restated Sr. Sec. Bank Loan Gets S&P's BB Rating  
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB' rating, the
same level as the corporate credit rating, to TRW Automotive
Inc.'s amended and restated senior secured bank credit facility. A
recovery rating of '3' was also assigned, indicating meaningful
recovery of principal (50%-80%) in a post-default scenario. At the
same time, Standard & Poor's placed the 'BB' ratings and all other
ratings on TRW on CreditWatch with positive implications.

Ratings will remain on CreditWatch pending completion of the bank
credit transaction and completion of parent company TRW Automotive
Holdings Corp.'s $805 million common stock offering (including an
over-allotment option), to be raised in an IPO, of which about
$331 million of net proceeds will be used to repurchase common
shares held by an affiliate of The Blackstone Group L.P.

Outstanding debt at Livonia, Michigan-based TRW at Sept. 26, 2003,
stood at about $3.3 billion.

"Approximately $328 million of net proceeds from the IPO, together
with $210 million of excess cash, will be used to pay down debt,
strengthening TRW's financial profile," said Standard & Poor's
credit analyst Daniel DiSenso. "Upon completion of these
transactions, we will raise the ratings on TRW one notch:
corporate credit to 'BB+' from 'BB'; senior secured debt to 'BB+'
from 'BB', senior unsecured debt to 'BB-' from 'B+', and
subordinated debt to 'BB-' from 'B+'."

The company's product lines include active safety systems and
components in the areas of braking, steering, and suspension;
passive safety systems and components such as inflatable
restraints (airbags), seat belts, and steering wheels; and other
automotive components, such as engine valves, engineered
fasteners, and body control systems.

Profitability should strengthen over the next few years,
reflecting a solid book of new business that will result in
increased content per vehicle and full benefits from restructuring
actions taken over the past few years. TRW has reduced headcount,
consolidated facilities, and relocated manufacturing to lower-cost
areas.

The bank credit facility consists of: $210 million tranche A-1
term loan, maturing in February 2009, replacing tranche A term
loan; $940 million tranche D-1 term loan, maturing in February
2011, replacing tranche C-1 term loan (net of $210 million of
excess cash that will be used to pay down a portion of tranche C-
1); 95 million euro tranche D-2 term loan, maturing in February
2011, replacing tranche C-2. TRW also has a non-restated $500
million revolving facility, maturing in February 2009.

The collateral package includes a first-perfected security
interest in substantially all the tangible and intangible assets
and first-priority pledge of the capital stock of the U.S.
borrower and each U.S. guarantor. In addition, there is a first-
priority interest in substantially all tangible and intangible
assets and a first-priority pledge of the capital stock (limited
to 65%) of each foreign borrower. The bank facility is
unconditionally guaranteed by Holdings and by each existing and
subsequently acquired domestic subsidiary of Holdings with certain
exceptions. In addition, obligations of foreign borrowers are
unconditionally guaranteed by such borrowers to the extent
permitted by applicable legal or contractual provisions, provided
that such guarantees would not result in adverse tax consequences.

About 25%-30% of TRW's total corporate assets are pledged to the
bank facility. In a bankruptcy scenario, TRW's business would
retain sufficient value to enable reorganization. However, given
the bank's relatively modest collateral package, Standard & Poor's
applied its discrete asset-valuation methodology assuming that
pledged assets would be liquidated in a bankruptcy scenario. It is
Standard & Poor's expectation that lenders would realize
meaningful recovery of principal in the event of a default or
bankruptcy. Potential causes for default could include a severe
cyclical downturn in demand, intensified pricing pressures, or
material market share losses, combined with internal operating
problems.


TYCO INT'L: Arranges New Bank Credit Facilities Totaling $2.5BB
---------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC) announced that Tyco
International Group S.A., its wholly owned subsidiary, has
completed its previously announced negotiations of new bank credit
facilities totaling $2.5 billion.  

As of Monday, it has entered into a new $1.0 billion 364-day
revolving credit facility with a term-out option, and a new $1.5
billion three-year revolving credit facility.  The terms and
conditions of these new credit agreements are significantly
improved from the Company's former credit facilities, resulting in
interest expense savings and increased flexibility in the
Company's covenants.

The new facilities replace the $1.5 billion undrawn 364-day
revolving credit facility, which was due to expire at the end of
January 2004, and the fully drawn $2 billion 5-year revolving
credit facility, which was due to expire in February 2006.  
Amounts outstanding under the terminated facilities were repaid
from proceeds of Tyco's recent $1.0 billion issuance of 10-year
notes and from partial utilization of its new credit facilities.  
The facilities were arranged by Banc of America Securities LLC and
Citigroup Global Markets Inc.

Tyco International Ltd. (Fitch, BB+ Senior Unsecured Debt and B
Commercial Paper Ratings, Stable Outlook) is a diversified
manufacturing and service company.  Tyco is the world's leading
provider of both electronic security services and fire protection
services; the worlds' leading supplier of passive electronic
components and a leading provider of undersea fiber optic networks
and services; a world leader in the medical products industry; and
the world's leading manufacturer of industrial valves and
controls. Tyco also holds a strong leadership position in plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2003 revenues from continuing operations of approximately
$37 billion.


UAL CORP: Ends Mesa MoU re Mesa's Proposed Acquisition Of ACA
-------------------------------------------------------------
UAL Corporation (OTC Bulletin Board:  UALAQ), the holding company
whose primary subsidiary is United Airlines, notified Mesa
Airlines of United's decision to end the non-binding memorandum of
understanding between the two companies regarding Mesa's proposed
acquisition of Atlantic Coast Airlines Holdings, Inc., United's
current United Express contract carrier at Dulles International
Airport, Washington, D.C.

Doug Hacker, United's Executive Vice President - Strategy, said,
"Given the uncertainty surrounding Mesa's consent solicitation
created by the preliminary injunction issued in federal court on
December 18, the Memorandum of Understanding no longer provides a
good basis for the purposes of United's ongoing business planning.  
United remains committed to our Dulles hub and to continuing to
provide reliable, high-quality service to United Express customers
at Dulles and the spoke cities served.  United now will focus only
on our other alternatives and continue to move steadily forward in
the best interests of our customers, our employees and our
creditors."

ACA has made clear that it no longer wants to serve as United's
contract United Express carrier at Dulles.  United has developed a
comprehensive plan to ensure that a full schedule of flights at
competitive fares will continue to be available to United's
customers at Dulles.

Hacker added, "Our discussions with the Metropolitan Washington
Airport Authority concerning our facilities plan have been very
positive and are continuing.  As a prudent business matter, we
also have completed planning for the appropriate aircraft and
baggage handling capabilities to maintain United Express service
intact at Dulles, should it become necessary."

United and United Express operate more than 3,300 flights a day on
a route network that spans the globe. News releases and other
information about United can be found at the company's Web site at
http://www.united.com/


VERESTAR INC: Commences Chapter 11 Reorganization in New York
-------------------------------------------------------------
Verestar, Inc., a global provider of end-to-end satellite and
fiber network solutions, filed a voluntary petition for Chapter 11
relief in the United States Bankruptcy Court of the Southern
District of New York, as part of its efforts to restructure and
reorganize its business.

Chapter 11 allows a company to continue operating in the ordinary
course of business while it develops and implements its
reorganization plan.

Verestar chose to file Chapter 11 as a result of an unprofitable
acquisition in 2000 and its associated long-term space
commitments, along with the financial impact of customer
bankruptcies due to the overall decline in the telecommunications
industry.

"This filing is the optimal solution to resolve the financial
issues facing Verestar and to regain our financial health," said
Ray O'Brien, President and Chief Operating Officer of Verestar.
"We remain committed to providing our customers with reliable,
responsive service and we do not anticipate that our customers
will experience any service interruptions. Our primary focus is to
seamlessly meet the communications requirements of our customers
while we take this company forward and position it for future
success."

In September 2003, SkyTerra Communications Inc. announced a
definitive agreement to acquire a majority interest in Verestar.
SkyTerra terminated that agreement earlier today, but is engaged
in negotiations with Verestar to acquire the Company's business,
subject to definitive documentation and bankruptcy court approval.
"We remain excited about the future prospects of Verestar and its
core business of providing data, voice and video solutions to
government, enterprise and broadcast customers," stated Jeff
Leddy, Chief Executive Officer and President of SkyTerra.

Verestar, Inc. is a leading global provider of end-to-end managed
network solutions via satellite and fiber. Government
organizations, multi-national corporations, broadcasters, and
communications companies around the globe choose Verestar for
reliable and flexible data, voice and video communications
solutions. For more information, visit the Company's Web site at
http://www.verestar.com/  


VERITAS DGC: Matthew Fitzgerald Resigns as Chief Fin'l Officer
--------------------------------------------------------------
Veritas DGC Inc. (NYSE:VTS) (TSX:VTS) announced that Matthew D.
Fitzgerald, Executive Vice President, Chief Financial Officer and
Treasurer, has resigned effective January 10, 2004 to pursue
another employment opportunity.

Vincent M. Thielen, currently Vice President, Corporate
Controller, will assume the duties previously carried out by Mr.
Fitzgerald on an interim basis until a successor is named.

Veritas DGC Inc. (Fitch, BB Senior Secured Debt Rating, Negative),
headquartered in Houston, Texas, is a leading provider of
integrated geological and reservoir technologies to the petroleum
industry worldwide.


VISTEON: S&P Cuts Corp. Credit Rating over Weak Fin'l Results
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Visteon Corp. to 'BB+' from 'BBB' because of the
company's weak financial results and weaker business risk profile
than previously believed, as evidenced by the recent restructuring
of its relationship with Ford Motor Co. (BBB-/Stable/A-3). In
addition, Standard & Poor's withdrew its 'A-3' commercial paper
rating on the company. Although the new agreement with Ford is a
positive for Visteon, Standard & Poor's has reassessed Visteon's
business profile in light of the agreement. The ratings were
removed from CreditWatch with negative implications, where they
were placed April 15, 2003, initially because of concerns over
unfunded postretirement obligations.

Dearborn, Michigan-based Visteon, one of the world's five largest
automotive component suppliers, has total debt of about $2
billion, including capitalized operating leases. The outlook is
stable.

"We consider Visteon's business profile to be below average," said
Standard & Poor's credit analyst Martin King. "The new commercial
agreements with Ford announced earlier today highlight the
challenges Visteon faces to be a competitive and viable stand-
alone automotive supplier."

In particular, Ford has agreed to:

     -- Reimburse Visteon for the difference between its United
        Auto Worker (UAW) wages and those of competitive Tier 1
        companies for new model programs won from Ford starting
        with model year 2007;

     -- Compensate Visteon for lost economic profits if business
        is re-sourced to new suppliers;

     -- Assume $1.7 billion of Visteon's retiree medical
        obligations and extend the time period for prefunding
        Visteon's remaining other postretirement employee benefits
        (OPEB) obligations for its employees leased from Ford;

     -- Fund up to $100 million of the costs to separate Visteon's
        computer systems from Ford; and

     -- Accelerate payment terms to Visteon for three years.
        Visteon has agreed to a schedule of annual price
        reductions that covers the four years of the agreement and
        must be competitive when bidding for future business.

Previously, Visteon was believed to be making slow, but adequate,
progress in improving its competitive position, despite the burden
of its high-wage workforce. Ford's willingness to subsidize
Visteon's cost structure, despite its own profitability issues,
has illuminated the extent of the competitive challenges that
continue to plague Visteon. Meanwhile, many of Visteon's
competitors are large, strong suppliers that are expected to
continue to improve their operations, which will make it even
harder for Visteon to catch up.

Visteon is expected to report a sizable loss for the fourth
quarter of 2003. In addition, Visteon will report numerous special
charges this year associated with the exit of its very
unprofitable seating business, restructuring actions in Europe and
North America, the impairment of assets related to underperforming
product lines, and a valuation allowance to reduce deferred tax
assets.

The benefits of the Ford agreement, and the potential
establishment of a Tier 1 wage structure for new hires, combined
with new business additions and ongoing productivity initiatives,
should result in improved earnings and cash flow generation for
Visteon in 2004. In addition, the completion of spending
associated with construction of a new headquarters complex and
computer systems work should further improve cash flow in 2005.
Still, Visteon's operating results are expected to remain subpar
for several years. Liquidity is fair, and there are no major debt
maturities until 2005.

Visteon's credit statistics were fair at the end of the third
quarter, but are expected to deteriorate in the fourth quarter
because of weak performance and reduced equity from asset write-
offs and losses. Standard & Poor's expects debt levels to trend
down and cash flow generation to increase over the next few years,
such that unadjusted FFO to debt averages 40%-50% and debt to
capital averages about 45%.


VOLUME SERVICES: S&P Assigns Stable Outlook to Affirmed B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Volume
Services America Holdings Inc., including the 'B+' corporate
credit rating. The outlook is stable.

At the same time, the ratings on food and beverage service
provider Volume Services America Inc. (VSA; doing business as
Centerplate) have been withdrawn and removed from CreditWatch,
where they were initially placed Feb. 14, 2003.

The rating actions reflect the company's improved financial
profile that addressed VSA's near-term refinancing risk following
the recently completed initial public offering of income deposit
securities (representing dividend paying shares in VSAH's common
stock and subordinated debt). Net proceeds of the transaction,
together with $70 million of borrowings under VSA's new unrated
credit facility and cash on hand, were used to repay VSA's
existing bank loan and to tender most of its outstanding
subordinated debt. Pro forma for the transaction, VSAH had about
$175 million of total debt outstanding at Sept. 30, 2003.

"The ratings reflect VSAH's overall weak financial profile, as
well as the seasonality and event-driven nature of its business,"
said Standard & Poor's credit analyst Jean Stout. "These factors
are somewhat mitigated by the firm's position as one of the
leading niche players in the fragmented recreational food service
industry and the contract nature of the business."

As of Sept. 30, 2003, the company had $27 million in cash and cash
equivalents and about two-thirds availability under its $75
million revolving line of credit. Pro forma for the transaction,
VSAH is expected to maintain minimal unrestricted cash balances as
cash is utilized to pay interest and dividends, but the company
should have sufficient availability under its new three-year $50
million revolving credit facility.

The company should have adequate liquidity for the rating during
the next few years. VSAH is expected to generate a modest amount
of discretionary cash flows after capital investments and
dividends. In addition, debt maturities for the next few years are
minimal, and net capital investments should be below 2003 levels
of about $30 million.

Spartanburg, South Carolina-based VSAH, through its operating
subsidiary, VSA, is a leading food and beverage service provider
in the fragmented recreational U.S. food service industry. The
company provides food and beverage concessions, high-end catering,
and merchandise services to sports facilities, convention centers,
and other entertainment venues in the U.S.


WILLIAMS: Closes Three Asset Sale Transactions Totaling $120MM
--------------------------------------------------------------
Williams (NYSE: WMB) recently closed three transactions involving
the sale of non-core assets in the company's midstream business
and international holdings.

Steve Malcolm, chairman, president and chief executive officer,
said, "This is more progress toward simplifying our asset base to
focus on natural gas production, processing and transportation in
key growth markets such as the Rockies and deepwater Gulf of
Mexico."

The agreements comprise aggregate total sale prices of
approximately $120 million.  To date, Williams has already
received approximately $97 million cash from the three sales,
subject to closing adjustments related to a midstream transaction.  
The following transactions have closed since Dec. 5:

     --  Eagle Rock Energy, Inc., has purchased a gas processing
         plant in the Oklahoma panhandle from Williams.  The Dry
         Trail plant purifies and liquefies CO2 from gas
         production in Texas County, Okla.  Eagle Rock is based in
         Houston.

     --  A subsidiary of the SemGroup, L.P. has purchased
         Williams' wholesale propane assets.  These assets
         primarily include seven propane distribution terminals in
         Kingsland, Light and North Little Rock, Ark.; Rosemount,
         Minn.; Green Bay and Janesville, Wisc., and Tokio, Wash.  
         SemGroup is based in Tulsa, Okla.

     --  Williams is exiting an international telecom investment
         the company made in 1997.  Brazil-based Algar has
         finalized an agreement for the structured purchase of
         Williams' 20 percent investment in Algar's telecom
         division.

Williams this year has sold or agreed to sell assets and certain
contracts that have or will result in aggregate cash receipts of
more than $3.4 billion.

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'.


WORLDCOM INC: Indiana State Wants to File Late Proof of Claim
-------------------------------------------------------------
Indiana Deputy Attorney General Brian D. Salwowski asks the U.S.
Bankruptcy Court overseeing the Worldcom Debtors' Chapter 11
proceedings, to allow the State of Indiana to file a late proof of
claim for $1,660,000.  The State of Indiana was not able to file a
proof of claim by the January 23, 2003 bar date.

Mr. Salwowski tells the Court that the delay in filing was based
on mere inadvertence and not by any conscious disregard of the
bar date.

On August 22, 2003, Marguerite M. Sweeney as Chief Counsel for
Telephone Privacy Enforcement of the Office of the Indiana
Attorney General discovered that no proof of claim had been filed
on behalf of the State of Indiana.

According to Ms. Sweeney, the $1,660,000 proof of claim
represents the maximum potential civil penalty amount that the
Indiana Attorney General could obtain in an action for 67
violations of Ind. Code Section 24-4.7-4.

Ms. Sweeney relates that in July 2001, the State of Indiana
enacted the Telephone Solicitation of Consumers Act, Ind. Code
24-4.7, which became effective January 1, 2002.  Ms. Sweeney
recounts that the Indiana Attorney General received 67 complaints
from individuals on Indiana's do-not-call list.  These
individuals complained about calls made allegedly by MCI WorldCom
between January 3, 2002 and July 19, 2002.  Further, Ms. Sweeney
informs the Court that the State of Indiana notified MCI WorldCom
of the complaints, and that they are engaged in settlement
negotiations.

Pursuant to Section 24-4.7-5-2 of the Indiana Code, the Indiana
Attorney General may obtain a civil penalty of up to $10,000 for
the first call in violation of Section 24-4.7-4, and up to
$25,000 for the subsequent violation. (Worldcom Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


WORLDGATE COMMS: Raises Additional $1 Mill. in Private Placement
----------------------------------------------------------------
WorldGate Communications, Inc. (Nasdaq: WGAT) reached an agreement
with Mototech, Inc., for the purchase of 625,000 shares of newly
issued common stock at $0.80 per share, resulting in $500,000 of
additional proceeds to the Company.  

WorldGate previously announced that it had contracted with
Mototech to assist the Company with the design and volume
manufacture of WorldGate's Ojo personal video phone.  The purchase
price for these shares will be paid by an equivalent reduction in
the development and initial procurement payments that would
otherwise be due to Mototech.

WorldGate earlier this month announced an investment of $1.1
million by certain institutional investors on December 1, 2003.  
An additional investment by these investors of $500,000 was
received on December 4, 2003.  The institutional investors
purchased an aggregate of 2,000,000 shares of newly issued common
stock at $0.80 per share.  This additional investment increases
the total investment by these institutional investors to $1.6
million.  The investors also received a right, for a limited
period of time, to purchase additional shares of up to 20% of the
common stock purchased by the investors in their additional
investment, at $0.80 a share, and five-year warrants to purchase
up to 600,000 shares of common stock at $1.00 per share.

The proceeds of the financings are expected to allow the Company
to develop the Company's Ojo video phone product, produce trial
units and conduct trials with cable and DSL operators.

The securities sold in these private placements have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States in the absence of an
effective registration statement or exemption from registration
requirements.  The Company has agreed to file a registration
statement on Form SB-2 by December 30, 2003 for purposes of
registering the shares of Common Stock acquired by the investors
for resale.

WorldGate is in the business of developing, manufacturing and
distributing video phones for personal and business use, to be
marketed with the Ojo brand name.  The Ojo video phone is designed
to conform with industry standards protocols, and utilizes
proprietary enhancements to the latest technology for voice and
video compression.  Ojo video phones are designed to operate on
the high speed data infrastructure currently provided by cable and
DSL providers. WorldGate has applied for patent protection for its
unique technology and techno-futuristic design that contribute to
the functionality and consumer appeal offered by the Ojo video
phone.  WorldGate believes that this unique combination of design,
technology and availability of broadband networks allows for real
life video communication experiences that were not economically or
technically viable a short time ago.

                             *   *   *

             Liquidity and Going Concern Considerations

In its SEC Form 10-Q filed on November 14, 2003, WorldGate
reported:

As of September 30, 2003 the Company had cash and cash equivalents
of $850.  The operating cash usage for the three and nine months
ended September 30, 2003 was $1,072 and $3,521, respectively.  On
September 30, 2003, the Company sold to TVGateway, LLC certain
interactive television intellectual property rights and certain
software and furniture also related to the ITV business that were
being used by TVGateway, for $2.4 million pursuant to an Asset
Purchase Agreement.  In addition, on August 7, 2003, TVGateway
redeemed WorldGate's equity interest in TVGateway for $600,000 in
cash pursuant to a redemption agreement.  The purchase price for
these assets in the aggregate was $3 million and will be used by
the Company to fund continuing operations, as well as to develop
and distribute its new Ojo video phone telephony product.  With
the September 30, 2003 closing of the TVGateway transaction and
receipt of the $2.4 million from TVGateway (less associated costs
of $300) on October 1, 2003, the Company projects that it will
have sufficient funding to continue operations into the first
quarter of 2004, assuming no additional funding is received.  As
part of this transaction the Company retained a royalty-free
license to certain of the transferred intellectual property rights
and software, and with such license the Company is able to
continue to support its current interactive television customers.  
Accordingly, at this time the Company expects to continue to
receive revenues from the operation of this business, although
given the Company's going concern considerations, no assurances
can be provided as to the amount and collectability of such
revenues, or to the period such revenues will continue to be
received.  However, the Company continues to evaluate the merits
of staying in the ITV business versus exiting and putting all its
focus behind video telephony.  If it were to exit the ITV business
it would lose the revenue from this business and could potentially
be faced with write-offs on inventory and equipment that would no
longer be needed.

The Company has no outstanding debt and its assets are not pledged
as collateral.  The Company continues to evaluate possibilities to
obtain additional financing through public or private equity or
debt offerings, bank debt financing, asset securitizations or from
other sources.  Such additional financing would be subject to the
risk of availability, may be dilutive to our shareholders, or
could impose restrictions on operating activities.  There can be
no assurance that this additional financing will be available on
terms acceptable to the Company, if at all.  The Company has
limited capacity to further reduce its workforce and scale back on
capital and operational expenditures to decrease cash burn given
the measures it has already taken to reduce staff and expenses.

The unaudited consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  Therefore, the financial statements do
not include any adjustments relating to the Company's ability to
operate as a going concern.  The appropriateness of using the
going concern basis in the future, however, will be dependent upon
the Company's ability to address its liquidity needs as described
above.  There is no assurance that the Company will be able to
address its liquidity needs through the measures described above
on acceptable terms and conditions, or at all, and, accordingly,
there is substantial doubt about the Company's ability to continue
as a going concern beyond the first quarter of 2004.


ZOLTEK COS.: Reaches Definitive Refinancing Pact with Investors
---------------------------------------------------------------
Zoltek Companies, Inc. (Nasdaq: ZOLT) entered into a definitive
agreement with institutional investors for the private placement
of $5.0 million aggregate principal amount of 6% convertible
debentures due July 2006.  

The amount of the financing may be increased to up to $7.0 million
under certain circumstances.  The debentures will be convertible
into shares of Zoltek's common stock at a price equal to $5.40 or
110% of the average trading price for the ten-day period prior to
the date of closing, whichever is lower.  The Company also agreed
to issue to the investors warrants to purchase additional shares
of the Company's common stock representing 25% of the number of
shares into which the debentures are convertible, with an exercise
price per share equal to the conversion price of the debentures.

The agreement is an element of the Company's previously announced
plan to refinance its debt obligations to better meet the
requirements of its developing carbon fiber manufacturing
business.  Other aspects include proposed refinancing of its real
estate assets and reduction and amendment of its bank loans, both
of which the Company presently is pursuing.  Closing of the
private placement and other parts of the financing is subject to
various conditions and currently is expected to occur in early to
mid-January 2004.

Zoltek is an applied technology and materials company.  Zoltek's
Carbon Fiber Business Unit is primarily focused on the
manufacturing and application of carbon fibers used as
reinforcement material in composites, oxidized acrylic fibers for
heat/fire barrier applications and aircraft brakes, and composite
design and engineering to support the Company's materials
business. Zoltek's Hungarian-based Specialty Products Business
Unit manufactures and markets acrylic fibers, nylon products and
industrial materials.

                          *    *    *

                Liquidity and Capital Resources

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Zoltek reported:

"The Company's primary sources of liquidity historically have been
cash flow from operating activities and borrowings under credit
facilities, supplemented with the net proceeds from three previous
public equity offerings, and long-term debt financing utilizing
the equity in the Company's real estate properties. Additional
sources of future liquidity are expected from the sale of the non-
core businesses of the Company's Hungarian operations.

"The Company's financing of its U.S. operations is separate from
that of its Hungarian operations. Availability of credit is based
on the collateral value at each operation. However, the covenants
of the term loan and revolving line of credit from a U.S. bank
apply to the Company on a consolidated basis.

"US Operations - In May 2001, the Company entered into a two-year
credit facility with a U.S. bank in the amount of $14.0 million.
The credit facility was structured as a term loan in the amount of
$4.0 million and a revolving credit loan in the amount of $10.0
million. In December 2001, June 2002 and September 2002 the
Company amended its credit agreement with the U.S. bank to waive
and modify certain financial covenants. In consideration for these
amendments, the interest rate on the term and revolving credit
loans was adjusted to the prime rate plus 1.0% per annum. As a
result of these waivers and modifications, at September 30, 2002,
the Company was in compliance with all financial covenants
requirements included in the credit agreement as amended.

"The Company executed an amended credit facility agreement, dated
as of February 13, 2003, with the U.S. bank. The amended credit
facility agreement is structured as a term loan in the amount of
$3.5 million (due February 13, 2005) and a revolving credit loan
in the amount of $5.0 million (due January 31, 2004). The Company
repaid $5.0 million of this loan from the proceeds of the sale of
subordinated convertible debentures. Borrowings under the new
facility are based on a formula of eligible accounts receivable
and inventories of the Company's U.S. - based subsidiaries. The
outstanding loans under the agreement bear interest at the prime
interest rate plus 2% per annum. The loan agreement contains
quarterly financial covenants related to borrowings, working
capital, debt coverage, current ratio and capital expenditures.
Total borrowings under the revolving credit agreement were $3.9
million and the available credit under this agreement was $1.1
million at June 30, 2003.

"The Company was not in compliance with the certain financial
covenants under its amended credit agreement with the U.S. bank as
of June 30, 2003. The Company subsequently received waivers from
the U.S. bank for these financial covenant violations as of June
30, 2003. The Company currently does not anticipate that it will
be in compliance with these financial covenants as of September
30, 2003 and, accordingly, the $3.3 million term loan with the
U.S. bank has been classified as a current liability at June 30,
2003.

"The Company also entered into a debenture purchase agreement,
dated as of February 13, 2003, under which the Company agreed to
issue and sell to 14 investors, including certain directors,
subordinated convertible debentures in the aggregate principal
amount of $8.1 million. The subordinated convertible debentures
have stated maturities of five years, bear interest at 7% per
annum and are convertible into an aggregate of 2,314,286 shares of
common stock of the Company at a conversion price of $3.50 per
share. The Company also issued to the investors five-year warrants
to purchase an aggregate of 405,000 shares of common stock of the
Company at an exercise price of $5.00 per share. The fair value of
the warrants, at the time of issuance, was estimated to be
$376,650. Proceeds from the issuance of these convertible
debentures were used to repay existing borrowings as well as for
working capital.

"The subordinated convertible debentures contain certain cross-
default provisions related to the Company's other debt agreements.
Accordingly, the covenant non-compliances under the Company's
senior U.S. credit facility at June 30, 2003 resulted in the
possibility of a default event being declared by the subordinated
convertible debenture holders, which would result in that debt
being immediately due and payable. Since the Company subsequently
received waivers from its senior U.S. lender the convertible
debentures are no longer in default. However, the Company
currently does not anticipate that it will be in compliance with
financial covenants included in the amended credit agreement with
the senior U.S credit facility as of September 30, 2003.
Accordingly, the Company has classified the subordinated
convertible debentures as a current liability at June 30, 2003.
However, in the event of future non-compliance under the Company's
senior U.S. bank credit facility, the Company could request a
waiver of the cross-default provision for the convertible
debenture holders and believes that the holders would be receptive
to such a request in conjunction with the proposed refinancing of
the Company.

"As of June 30, 2003, the Company had a balloon mortgage payment
of $1.5 million on its operating facility in Salt Lake City due to
a U.S. bank. The Company has not made this payment, however, the
Company has agreed with the U.S. bank to renew the note with a
maturity date of November 2004.

"Hungarian Operations - In May 2001, the Company's Hungarian
subsidiary entered into a credit facility with a Hungarian bank.
The facility consists of a $6.0 million bank guarantee and
factoring facility, a $4.0 million capital investment facility and
a $2.0 million working capital facility. All of the Hungarian bank
debt is due on November 30, 2003. Therefore, $10.8 million of the
debt is classified as current debt on the balance sheet as of June
30, 2003. The Company is seeking to obtain an extension of the
Hungarian bank debt.

"In March 2003, the Company's Hungarian subsidiary entered into a
credit agreement with another Hungarian bank for $2.2 million. The
facility consists of a bank guarantee, factoring and mortgages and
expires September 30, 2004. The Hungarian subsidiary was not in
compliance of one of its financial covenants at June 30, 2003, of
which it has not requested or received a waiver. Therefore, the
entire amount of the debt, $2.2 million, was classified as current
at that date Management is taking action to cure this default.

"Total borrowings of the Hungarian subsidiary were $12.9 million
at June 30, 2003. Borrowings under the Hungarian bank credit
facilities cannot be used in Zoltek's U.S. operations.

"Proposed Refinancing - The Company currently is seeking to obtain
new financing to replace, entirely or in part, the credit
agreement with the U.S. bank. The Company anticipates that this
new financing will include a combination of senior, revolving,
term and mortgage debt and may include additional equity
investment. The Company's objective is to obtain financing that
will result in substantially all of its debt that presently is
classified as current will be classified as long-term. Based on
indications of interest to date, the Company believes it will
achieve its financing objective, including negotiating covenants
that it will be able to meet in the future. However, the Company
can give no assurances that it will be successful in its attempt
to obtain new financing and, if the Company is unsuccessful, it
would have a material adverse effect on its future financial
condition and its ability to continue to pursue its current
business plan."


* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings
----------------------------------------------------------
Author:     Robert Sobel
Publisher:  Beard Books
Softcover:  240 pages
List Price: $34.95
Review by David Henderson

Order your personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1893122476/internetbankrupt

The marvelous thing about capitalism is that you, too, can be a
Master of the Universe.  If you are of a certain age, you will
recall that is the name commandeered by Wall Street bond traders
in their Glory Days.  Being one is a lot like surfing: you have to
catch the crest of the wave just right or you get slammed into the
drink, and even the ride never lasts forever.  There are no
Endless Summers in the market.

This book is the behind-the-scenes story of the financial wizards
and bare-knuckled businessmen who created the conglomerates, the
glamorous multi-form companies that marked the high noon of post-
World War II American capitalism.  Covering the period from the
end of the war to 1983, the author explains why and how the
conglomerate movement originated, how it mushroomed, and what
caused its startling and rapid decline.  Business historian Robert
Sobel chronicles the rise and fall of the first Masters of the
Universe in the U.S. and describes how the era gave rise to a
cadre of imaginative, bold, and often ruthless entrepreneurs who
took advantage of a buoyant stock market to create giant
enterprises, often through the exchange of overvalued paper for
real assets.  He covers the likes of Royal Little (Textron), Text
Thornton (Litton Industries), James Ling (Ling-Temco-Vought),
Charles Bludhorn (Gulf & Western) and Harold Geneen (ITT).  This
is a good read to put the recent boom and bust in a better
perspective.

While these men had vastly different personalities and processes,
they had a few things in common: ambition, the ability to seize
opportunities that others were too risk-averse to take, willing
bankers, and the expansive markets of the 1960s.  There is
something about an expansive market that attracts and creates
Masters of the Universe.  The Greek called it hubris.

The author tells a good joke to illustrate the successes and
failures of the period.  It seems the young son of a
Conglomerateur brings home a stray mongrel dog.  His father asks,
"How much do you think it's worth?" To which the boy replies, "At
least $30,000." The father gently tries to explain the market for
mongrel dogs, but the boy is undeterred and the next afternoon
proudly announces that he has sold the dog for $50,000.  The
father is proudly flabbergasted,  "You mean you found some fool
with that much money who paid you for that dog?"  "Not exactly,"
the son replies, "I traded it for two $25,000 cats."

While it lasted, the conglomerate struggles were a great slugfest
to watch: the heads of giant corporations battling each other for
control of other corporations, and all of it free from the rubric
of "synergy."  Nobody could pretend there was any synergy between
U.S. Steel and Marathon Oil.  This was raw capitalist power at
work, not a bunch of fluffy dot.commies pretending to defy market
gravity.

History repeats itself, endlessly, because so few people study
history.  The stagflation of the 1970s devalued the stock of
conglomerates and made it useless a currency to keep the schemes
afloat.  The wave crashed and waiting on the horizon for the next
big wave: the LBO Masters of the 1980s.

Robert Sobel was born in 1931 and died in 1999.  He was a prolific
chronicler of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles.  He was
a professor of business history at Hofstra University for 43 years
and he a Ph.D. from NYU.

                          *********

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 ***