TCR_Public/031229.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 29, 2003, Vol. 7, No. 255

                          Headlines

ADSTAR INC: Raises $1.6 Million in Private Placement Transaction
AHOLD: Pursuing Talks with Joint Buyers over Sale of Disco Stake
AIR CANADA: CCAA Court Clears Lufthansa Cooperation Agreement
ALLEGHENY TECH: S&P Cuts & Maintains Ratings on Watch Negative
AMERCO: Asks Court to Enjoin National Union to Pay Defense Costs

ANNUITY & LIFE RE: Met Life Will Recapture Reinsurance Agreement
APPLICA INC: S&P Affirms B Corporate Credit Rating
ARVINMERITOR: Fitch Affirms & Removes BB+ Debt Rating from Watch
ATCHISON CASTING: Closes Sale of Core Operating Assets for $40MM
ATCHISON CASTING: KPS Confirms Completion of Asset Acquisition

ATLANTIC COAST: S&P Affirms Low-B Rating after Mesa Nixes Offer
AUDIBLE INC: Series C Preferred Shares Converted to Common Stock
AURORA FOODS: Seeks Court Approval to Pay Prepetition Taxes
BELL CANADA: Canbras Unit Completes Sale of Brazilian Assets
BIG CITY: Files Certificate of Dissolution in Del. Sec. of State

BOB'S STORES: Completes Sale of All Assets to The TJX Companies
BSB BANCORP: Fitch Keeps Watch on Various Low-B Debt Ratings
BUDGET GROUP: Committee Turns to Linda Burch for Business Advise
CANBRAS COMMS: Closes Sale of Broadband Comms. Ops. in Brazil
CAITHNESS COSO: S&P Ups Sr. Note Rating After SoCalEd's Upgrade

CELL TECH: Recurring Losses Raise Going Concern Uncertainty
CHESAPEAKE ENERGY: Extends Senior Notes Exchange Offer to Jan 12
COGENTRIX ENERGY: S&P Drops Credit Rating Down a Notch to BB-
COMDISCO INC: September 30, 2003 Asset Base Plummets by 84%
COVANTA ENERGY: Files Second Joint Plans & Disclosure Statement

CRITICAL PATH: Files Form 8-K in Connection with Rights Offering
DII IND.: Wants Final Nod to Continue Its Cash Management System
DIRECTV: Intends to Assume Restructured Programming Agreements
DOBSON COMMS: Inks Pact to Repurchase 12-1/4% Preferred Shares
DUANE READE: S&P Puts Ratings on Watch Negative over Merger News

DVI INC: Fitch Cuts Medical Equipment Securitization Ratings
DVI INC: Occupational Health Secures New Long-Term Financing
EB2B COMMERCE: Negative Cash Flows Spur Going Concern Doubts
ELDRIDGE HOUSE: Case Summary & 20 Largest Unsecured Creditors
ELIZABETH ARDEN: Commences Tender Offer for 11-3/4% Senior Notes

EL PASO: 6 Mil. Equity Security Units Tendered in Exchange Offer
ENUCLEUS: Monte Carlo Funding Discloses 24.54% Equity Stake
ENRON CORP: Disclosure Statement Hearing Continues on January 6
EURASIA HOLDING: Defaults on Equity Financing Pact Obligation
EXIDE: Wants to Extend Blackstone Group's Engagement as Advisor

FAIRFAX FINANCIAL: Unit Enters into $300-Mill. Credit Facility
FAO INC: Selling 34 Right Start Stores to Hancock Park Affiliate
FAO INC: Commences GOB Sale at 38 Right Start Store Locations
FLEMING COS.: Asks Court to Determine Reclamation Claim Amounts
FREESTAR: Must Raise Additional Funds to Continue Operations

GENERAL MEDIA: Files Proposed Plan and Disclosure Statement
GOLDEN NORTHWEST: Files for Chapter 11 Reorganization in Oregon
GOLDEN NORTHWEST: Case Summary & Largest Unsecured Creditors
GOLFGEAR: Suspended CEO and Director Donald A. Anderson Resigns
HASBRO INC: Tender Offer for Outstanding 8-1/2% Notes Expires

HAYES LEMMERZ: Has Until March 1, 2004 to Challenge Claims
HEALTHETECH INC: Shareholders Approve Financing & Reverse Split
HOLLINGER INT'L: KPMG Continues Professional Ties with Company
IMAGING TECH.: September Balance Sheet Upside Down by $110 Mill.
IMC GLOBAL: Closes Sale of Port Sutton Terminal to Kinder Morgan

IMPERIAL HOME: Wallpaper Maker Files Chapter 22 Cases in Delaware
IMPERIAL HOME: Case Summary & 40 Largest Unsecured Creditors
INTRAWEST INC: Will Divide Keystone Partnership Assets with Vail
IT GROUP: Court Fixes January 15, 2004 as Admin. Claims Bar Date
J.A. JONES: VT Griffin Services Acquires Contracts from Debtor

KAISER ALUMINUM: Asks Court to Enforce Stay on Kaiser Group
LES BOUTIQUES: Third-Quarter Net Loss Balloons to $43 Million
LDM TECH: Plastech's Planned Acquisition Spurs S&P's Pos. Watch
LEAP WIRELESS: Default on Current Long-Term Financing Agreements
MACHINING CORP: Case Summary & 20 Largest Unsecured Creditors

MEDICAL ASSURANCE: A.M. Best Cuts Financial Strength Rating to B
MEDIX RESOURCES: Closes Acquisition of Duncan Group Assets
MERRILL LYNCH: Fitch Rates Class B-4 & B-5 Certs. at Low-B Level
MILACRON: Banks Extend Receivables Liquidity Facility to Feb. 27
MIRANT CORP: MAGI Committee Brings-In Kroll Zolfo as Consultant

MORGAN STANLEY: S&P Takes Rating Actions on Ser. 1998-WF1 Notes
NATIONAL CENTURY: Gets Approval for California Claims Settlement
NATIONAL STEEL: Want Nod to Assume & Assign Lease Mining Rights
NET PERCEPTIONS: Board Evaluating Obsidian's Exchange Offer
NORTEL NETWORKS: Confirms Filing of Amended Financial Statements

NRG ENERGY: Bankr. Court Approves Meriden Settlement Agreement
NRG ENERGY: Closes $2.7BB Financing and 2 Units Exit Chapter 11
OKALOOSA COUNTY, FL: S&P Ups Revenue Bond Ratings to CCC+ & CCC
OLD BRIDGE CHEMICALS: Case Summary & Largest Unsecured Creditors
ONE PRICE CLOTHING: Terminates C. Burt Duren as Company's CFO

OREGON COAST AQUARIUM: Bond Trustee Agrees to Forbear Thru July 1
OWENS: Foster Seeks Relief Re Asbestos Claims' Final Settlement
PACIFICARE HEALTH: S&P Raises Counterparty Credit Rating to BB+
PARK PLACE: Selling Las Vegas Hilton to Colony Capital for $280M
PARMALAT: Parma Court Declares Company Insolvent at Sat. Hearing

PARMALAT: Calamos Investments Dumps Securities on Dec. 12
PG&E NATIONAL: ET Debtors Propose Contract Mediation Procedures
PHYAMERICA: Bankruptcy Court Okays New $8 Million Loan Facility
PSYCHIATRIC SOLUTIONS: Closes on Sale of 6.9 Million Shares
RELIANCE: Inks Release & Indemnity Agreement with Kaiser Aluminum

SAFETY-KLEEN: Successfully Emerges from Chapter 11 Bankruptcy
SBA COMMS: Cash Tender Offer for 12% Senior Disc. Notes Expires
SEQUOIA MORTGAGE: Fitch Assigns Low-Bs to Class B-4 & B-5 Notes
SIERRA PACIFIC: Names Ernest E. East as VP and New Gen. Counsel
SILVERLEAF RESORTS: Completes $66 Mill. Conduit Loan Transaction

SLATER STEEL: Extends DIP Financing Facility Until Jan. 9, 2004
SOLUTIA INC: Wants to Honor Prepetition Customer Obligations
SPARROW CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
SPIEGEL GROUP: Court Clears Hilco and Ozer Agency Agreement
SUNCOS CORPORATION: Case Summary & 1 Largest Unsecured Creditor

SWEETHEART CUP: S&P Keeps Watch Pending Acquisition by Solo Cup
TWINLAB CORP: Firms-Up Sale of All Assets to IdeaSphere Inc.
VAIL RESORTS: Agrees to Divide Keystone Assets with Intrawest
VANGUARD MEDIA: Signs-up Triax Capital as Financial Advisor
VERESTAR INC: SkyTerra Continues Negotiations to Acquire Assets

VICWEST: Reports Strong Q3 Results After Emergence from CCAA
WACHOVIA BANK: Fitch Takes Rating Actions on Ser. 2003-C9 Notes
WASHINGTON MUTUAL: Fitch Rates Class B-4 and B-5 Certs. at BB/B
WESTAR: Inks Pact to Sell Controlling Stake in Protection One
WESTAR: Protection One Comments on Westar Sale Agreement

WHEELING-PITTSBURGH: Responds to Rising Value of Common Stock
WILLOW WIND: Case Summary & 20 Largest Unsecured Creditors
WORLDCOM: Proposes Stipulation Resolving Iowa's Rejection Claims
WRC MEDIA: S&P Maintains Negative Watch on Low-B Level Ratings
W.R. GRACE: Court Okays State Street's Engagement for S&I Plan

XECHEM INT'L: Commences Hiring Process to Replace Auditor
YOUNG BROADCASTING: Amends and Restates Senior Credit Facility

* BOND PRICING: For the week of Dec. 29, 2003 - Jan. 2, 2004

                          *********

ADSTAR INC: Raises $1.6 Million in Private Placement Transaction
----------------------------------------------------------------
AdStar, Inc. (Nasdaq: ADST, ADSTW), a leading software and
application service provider for the classified advertising
industry, has completed a private placement of common stock,
raising $1.635 million.  The company initiated the private
placement on November 20, 2003 and sold 1,257,692 million shares
to accredited investors.

"This private placement continues to show the investment
community's confidence in our company and its technology," said
Leslie Bernhard, president and chief executive officer of AdStar.
"The capital raised in this recent private placement and the
remaining proceeds from our prior financing will provide us with
the resources we need to continue to aggressively grow our ASP
business and execute on our business plan.  The fruits of our plan
have already been demonstrated with the recent acquisition of
profitable Edgil Associates."

AdStar (Nasdaq: ADST, ADSTW), headquartered in Marina del Rey,
Calif., is a leading provider of remote advertising technology
products and services to the $20+ billion classified advertising
industry.  AdStar transforms publishers' Web sites into full-
service classified ad sales channels for their print and online
classified ad departments.  Since 1986, AdStar has set the
standard for remote ad entry software by allowing advertisers the
ability to place ads electronically with many of the largest
newspapers in the United States.  Today, AdStar's infrastructure,
through its private label model, powers classified ad sales for
more than 40 of the largest newspapers in the United States, the
Newspaper Association of America's bonafideclassifieds.com (where
ads can be placed in more than 120 newspapers), CareerBuilder, and
a growing number of other online and print media companies.  The
company's common stock is listed on the Nasdaq Stock Market under
the symbol "ADST."

                         *    *    *

               Liquidity and Capital Resources

In its Form 10-QSB for the period ended September 30, 2003, AdStar
reported:

"As of September 30, 2003, we had cash and cash equivalents of
approximately $1,041,000, cash held in escrow of $2,112,500, and
restricted cash of $20,000. Net cash provided by operations was
approximately $106,000 for the nine months ending September 30,
2003 compared with $584,000 used in operations for the comparable
2002 period. The $690,000 improvement was primarily related to a
$337,000 increase in due to publications, as a result of increased
transaction volumes and an increase in the average per ad price
charged by publications to advertisers on transactions for which
we process credit cards on behalf of publications, and a $387,000
increase in accrued expenses, primarily relating to unpaid
commissions of $199,000 and $125,000 to be refunded on the private
placement financing and a net increase of $67,000 in restructuring
costs. Amounts included in due to publications are a result of our
processing credit cards on behalf of certain of our customers as
part of ASP services provided. We receive net proceeds daily on
behalf of these customers for third party ads placed via credit
card. These transactions are reconciled monthly and submitted to
the publication, net of processing fees, generally within 35 days
from the month end.

"Net cash used in investing activities decreased to $548,000 for
the nine months ended September 30, 2003 compared with $1,259,000
in the same period in 2002. The $710,000 decrease is primarily the
result of $499,000 in savings achieved by the closing of the New
York office combined with the shifting and reduction of technical
staffing costs from capitalized projects to product maintenance
and development as we were nearing completion on major software
enhancement projects capitalized, primarily on the CareerBuilder
project, compared to the prior year and a reduction of $210,000
resulting from the issuance of shareholder notes receivable during
the comparable period in 2002.

"Net cash provided by financing activities decreased to $543,000
for the nine months ended September 30, 2003 compared with
$1,816,000 in the same period in 2002. The $1,273,000 decrease is
primarily due to $2,112,000 in gross proceeds from the September
30, 2003 private placement included as cash held in escrow reduced
by $175,000 of restricted cash refunded by Chase, included in
restricted cash offset by $1,742000 in net proceeds from the
private placement, $529,000 in net proceeds from the issuance of
Series B preferred stock to the Tribune Company and 252,000 in net
proceeds from sales of common stock for the exercise of options
and warrants for the nine months ended September 30, 2003 compared
with net proceeds of $1,722,000 from the issuance of Series A
preferred stock to Tribune Company, net proceeds of $152,000 from
the sale of common stock in a private placement, and $80,000 in
proceeds from capital leases for servers, during the nine months
ended September 30, 2002

"In April 2003, we received a notice from Nasdaq that our
stockholders' equity as of December 31, 2002 had fallen below its
$2,500,000 minimum stockholders' equity requirement. Although we
were in compliance as of the quarter ending March 31, 2003 and
responded to Nasdaq's inquiries, we fell below the minimum as of
the quarter ending June 30, 2003 and were notified September 16,
2003 that we no longer met the continued listing requirements and
our securities would be delisted from the Nasdaq SmallCap Market
at the opening of business on September 25, 2003. In accordance
with Nasdaq Marketplace rules we decided to appeal the Nasdaq's
Staff's determination to a Nasdaq Listing Qualification Panel and
requested an oral hearing, which was granted and held on October
23, 2003. We were informed by that Panel that we would not have a
formal response to our presentation until approximately 5 days
after the filing of this quarterly report.

"In June 2003, as part of management's strategy to regain and
maintain compliance with Nasdaq's minimum stockholders' equity
requirement, we engaged a financial consultant firm to explore
funding alternatives which would achieve our goal of maintaining
Nasdaq compliance until we are able to generate profits from
operations. As part of this arrangement we prepaid $10,000 in cash
and issued 26,786 shares of our common stock with a fair market
value of $30,000 for services to be rendered. At the time of the
receipt of the Nasdaq delisting notification we had received no
funding or firm commitments from the consultant. Subsequently, we
negotiated a settlement to reduce the common stock component of
the fee to 13,393 shares with a fair market value of $15,000 in
exchange for our right to sue for non-performance and a release of
the exclusivity component of the agreement.

"In September 2003, we entered into a private placement offering
for up to 1,690,000 shares of our common stock at a price of $1.25
per share. Through September 30, 2003, we raised, and held in
escrow, gross proceeds of $2,112,500 on sales of 1,690,000 shares.
On September 30, 2003 we reversed the sale of 100,000 shares,
refunded the related $125,000 and closed the offering. In
connection with this offering we paid a commission consisting of
$198,750 in cash and issued warrants to purchase 159,000 shares of
our common stock, at $1.87. The warrants are exercisable beginning
on March 31, 2004 and expire on March 31, 2009. The warrants we
valued using the Black Scholes method, which resulted in a value
of $261,169. This amount is being offset against the proceeds from
the private placement as a cost of financing.

"At September 30, 2003 the gross proceeds from the offering are
included in cash held in escrow and the related commission and
refund are included in accrued expenses.

"On October 21, 2003, we acquired Edgil Associates, Inc., through
a forward triangular merger for $1,520,000 in cash and 1,311,530
shares of AdStar common stock valued at $1.59 per share for a
total purchase price of $3,605,333, before adjustment to reflect
the costs of the merger. We believe that Edgil is a leading
supplier of complete automated payment processing systems and
content processing solutions for the publishing industry.

"Edgil will operate as a wholly owned subsidiary of AdStar and
AdStar's financial statements will include the results of Edgil
from the closing date of the acquisition (October 21, 2003).

"We are in the process of obtaining independent appraisals for the
purpose of allocating the purchase price to the individual assets
acquired and liabilities assumed. This will result in potential
adjustments to the carrying values of Edgil's recorded assets and
liabilities, the establishment of certain intangible assets, the
determination of the useful lives of intangible assets, some of
which may have indefinite lives not subject to amortization, and
the determination of the amount of any residual value that will be
allocated to goodwill. The allocation of the purchase price, after
the adjustment to reflect the costs of the merger, has not been
determined at this time.

"Management believes the results of the transaction, as described
above, demonstrate AdStar's compliance with Nasdaq's maintenance
requirements. We were informed by the Nasdaq Listing Qualification
Panel that we would not have a formal response to our presentation
until approximately 5 days after the filing of this quarterly
report. While we are confident that the Panel will find that we
are formally in compliance there can be no assurance of the
outcome of their decision. Should the Panel determine that we do
not meet their minimum requirements our securities may be delisted
from Nasdaq. In that event, trading, if any, in our common stock
and warrants would be conducted in the over-the-counter market on
the NASD's "OTC Bulletin Board" and on the Boston Stock Exchange.
Consequently, the liquidity of our securities could be impaired,
not only in the number of securities which could be bought and
sold, but also through delays in the timing of transactions,
reduction in security analysts and new media coverage of AdStar,
and lower prices for our securities than might otherwise be
obtained.

"As a result of the capital raised during the first and third
quarters of 2003 from Tribune Company and the private placement,
we expect our available funds, combined with cash generated from
existing operations, new customers, adjunct services now offered
to existing customers, the recent cut back in our work-force
combined with any further necessary additional reductions in our
work-force in the future, management's expectation that Edgil will
continue to be profitable and generate positive cash flow, along
with management's historical ability to obtain financings, will be
sufficient to meet our anticipated working capital needs through
September 30, 2004.

"We have generated operating losses during the past four years,
and we cannot guarantee that the anticipated increases in revenue
will occur in a timely manner, that we will be able to contain our
costs in accordance with our plans, that we have accurately
estimated the resources required to fulfill our obligations to
Tribune Company, or that we will be able to secure adequate funds
through financing arrangements at amounts or terms that would meet
our cash requirements. Although we are optimistic that our ASP
business will continue to be accepted in the marketplace, the
timing is not assured. Our ability to sell ASP business products
and service offerings during the current year may be hampered by
the current downturn in the advertising market and state of the
economy in general. These factors, coupled with our inexperience
in operating Edgil and the extended time frame required for
software sales, customization, and implementation, could delay our
ability to increase revenue to a level sufficient to cover our
expenses.

"In August 2002, Chase Merchant Services, L.L.C., a merchant bank
that provides credit card processing services for us, informed us
that it would require us to maintain a restricted cash balance of
$175,000. Chase indicated the primary reason for the reserve was
the significant increase in dollar volume of our transactions
during the second quarter 2002. As a result, in November 2002 we
entered into a new arrangement with another merchant banker in
which the terms and conditions do not require that we maintain a
reserve and subsequently terminated the contract with Chase on
April 30, 2003. Chase has since returned the $175,000.

"We currently have no additional borrowings available to us under
any credit arrangement, and we will look for additional debt and
equity financing's should cash provided from operations be
insufficient to support the ongoing operations of the business or
should we determine that additional product enhancements not
currently contemplated are warranted to secure or retain market
share. Adequate funds may not be available on terms acceptable to
us. If additional funds are raised through the issuance of equity
securities, dilution to existing stockholders may result. If
funding is insufficient at any time in the future, we may be
unable to develop or enhance our products or services, take
advantage of business opportunities or respond to competitive
pressures, any of which could have a material adverse effect on
our financial position, results of operations and cash flows."


AHOLD: Pursuing Talks with Joint Buyers over Sale of Disco Stake
----------------------------------------------------------------
Ahold is engaged in exclusive negotiations with joint prospective
buyers, the investor Mr. Francisco de Narvaez and Casino Guichard
Perrachon S.A., for the sale of Ahold's controlling stake in Disco
S.A. Ahold has no further comment to make on the negotiations at
this stage.

The intended divestment of Disco S.A. is part of Ahold's strategic
plan to restructure its portfolio, to divest underperforming
assets, and to concentrate on its mature and most stable markets.
Disco S.A. operates 237 stores in Argentina.

New back-up credit facility now closed Ahold also announced today
that its new EUR 300 million and USD 1.45 billion back-up credit
facility with a syndicate of banks has now closed. The outstanding
letters of credit have been rolled into the new facility. The
remaining cash portion of the new facility remains fully available
to the company.

                           *   *   *

As previously reported, Fitch Ratings, the international rating
agency, assigned Netherlands-based food retailer Koninklijke Ahold
NV a Stable Rating Outlook while removing it from Rating Watch
Negative. At the same time, the agency has affirmed Ahold's Senior
Unsecured rating at 'BB-' and its Short-term rating at 'B'.

The Stable Outlook reflects the benefits from the shareholder
approval, granted on Wednesday, for a fully underwritten
EUR3billion rights issue. Ahold however continues to face
financial and operational difficulties which have been reflected
in the Q303 results. Ahold announced in early November its
strategy for reducing debt through its EUR3bn rights issue and
EUR2.5bn of asset disposals as well as improving the trading
performance of its core retail and foodservice businesses. Whilst
the approved rights issue addresses immediate liquidity concerns,
operationally, the news is less positive with Ahold's core Dutch
and US retail operations both suffering from increased
competition, mainly from discounters, resulting in operating
profit margin erosion. Ahold's European flagship operation, the
Albert Heijn supermarket chain in the Netherlands, recently
reported both declining sales and profits, as consumers turn to
discount retailers. In reaction to this, Albert Heijn, has amended
its pricing structure which in turn would suggest that it will be
more challenging in the future to match historic operating margin
levels.


AIR CANADA: CCAA Court Clears Lufthansa Cooperation Agreement
-------------------------------------------------------------
Mr. Justice Farley approves the Canada-Germany Cooperation
Agreement between Air Canada and Deutsche Lufthansa
Aktiengesellschaft.  The CCAA Court recognizes that Air Canada's
relationship with Lufthansa is one of its most important
strategic relationships.  The loss of Lufthansa and any attendant
impact on Star Alliance would have had a significant impact on
Air Canada's future revenues and profitability.  The Cooperation
Agreement ensures that Air Canada's relationship with Lufthansa
continues and that the commitment of both parties to investing in
and developing the relationship is formalized by contract before
a plan of arrangement is put in place.

               Air Canada - Lufthansa Relationship

Air Canada and Lufthansa have been commercial partners since
before the formation of the Star Alliance network.  Currently,
Lufthansa, along with United Air Lines, Inc., is one of Air
Canada's two most significant network partners and is the only
Star Alliance partner with extensive operations throughout
Europe, the Middle East and Africa.  The majority of Air Canada
customers wishing to travel to these destinations where Air
Canada does not fly directly to, are flown via Air Canada to
Frankfurt, Germany and then connect via Lufthansa to their final
destination.

The Air Canada - Lufthansa relationship commenced in 1996 when
the parties signed a strategic alliance agreement that provided a
framework for additional separate agreements with respect to
potential areas of cooperation to be entered into.  Some of these
additional agreements are:

   (A) The Aeroplan Frequent Flyer Participation Agreement

       This agreement allows Aeroplan members who fly on
       Lufthansa routes to earn Aeroplan points for their travel;

   (B) The Miles & More International Carrier Participation
       Agreement

       This agreement allows members in the Lufthansa Miles &
       More Club to earn Miles and More points for travel on Air
       Canada routes;

   (C) The Code Sharing Agreement

       This agreement allows Air Canada to place its codes --
       that is, Air Canada flight numbers -- on Lufthansa
       operated routes and vice versa.  This gives Air Canada the
       ability to sell tickets to destinations it does not serve
       directly by booking a passenger on an Air Canada flight to
       either Frankfurt or Munich connecting to a Lufthansa
       flight under the AC code to their final destination.  To
       the customer, the connection is seamless;

   (D) The Sales Incentive Agreement

       This agreement specifies the commission to be payable to
       either Air Canada or Lufthansa for selling transportation
       on the other carrier;

   (E) The Slot Exchange Agreement

       Air Canada provides Lufthansa with the right to use
       certain of its slots at the Toronto airport; and

   (F) The Special Pro-Rate Agreement

       The Pro Rate agreement specifies the amount to be paid to
       Lufthansa for placing Air Canada passengers on Lufthansa
       connecting flights.  As a Star Alliance partner, the
       amount Air Canada pays to put a customer on a Lufthansa
       flight is on average significantly less than it pays on
       other carriers like Air France or British Airways.

Aside from the formal agreements, Air Canada and Lufthansa
participate in a joint venture arrangement that commenced in 1998
with a specific agreement covering flights between Montreal,
Canada and Frankfurt.  The arrangement provided for the equal
sharing of all revenues and expenses on this route, without
regard to which carrier operated the flights or sold the tickets.
The Montreal JV expired in 1999, and due to its success, Air
Canada and Lufthansa agreed to continue the arrangement as well
as to expand it to cover flights between Frankfurt and Calgary,
Frankfurt and Vancouver, Frankfurt and Toronto, Munich and
Toronto and Munich and Montreal, all without any form of written
agreement, although they were working to negotiate such a written
agreement before Air Canada filed for CCAA protection.
Currently, Lufthansa sells 55% of the tickets on the joint
venture routes while Air Canada operates 60% of the available
seat miles.

                     Lufthansa Loan Guaranty

In 1999, Onex Corporation and AMR Corporation attempted a hostile
take-over of Air Canada, which would have involved a merger of
Air Canada and Canadian Airlines International.  Had the take-
over occurred, Air Canada would have had to withdraw from the
Star Alliance as the new merged airline would be part of AMR's
one world alliance.

In defending itself from the take-over bid, Air Canada bought
back CND1,100,000,000 of its own shares.  Part of the funding for
this buyback was obtained through a loan advanced on December 22,
2000, by Kreditanstalt Fur Wiederaufbau to Applicant 3838722
Canada Inc.  3838722 Canada was incorporated solely for the
purposes of the KfW Loan.  The original principal amount of the
KfW Loan was $195,000,000.  Lufthansa and UAL each separately
guaranteed a portion of the loan.

Lufthansa's guarantee of the KfW Loan was made pursuant to a
guarantee agreement with KfW dated December 22, 2000.  If 3838722
Canada defaulted on any payments due under the loan, Lufthansa
would be required to make the payments based on the original loan
payment schedule.  Lufthansa's guarantee covers 48.08% of the
original principal amount of the loan.  The UAL guarantee covers
the remaining 51.92%.

Air Canada also entered into an agreement with Lufthansa and UAL
to pay them a fee for having guaranteed the loan.  The fee is
paid semiannually on each payment installment date under the KfW
Loan and is based on a percentage of the loan balance
outstanding, such percentage to fluctuate based on the credit
ratings of Air Canada and Lufthansa at the time.  As a result,
the percentage fee payable may range from 0.215% to 2.835% and
was 2.17% as at the date of the CCAA filing based on the credit
ratings of the two parties on that date.

Air Canada also entered into a reimbursement agreement with
Lufthansa and UAL, pursuant to which Air Canada agreed to
reimburse them for any payments they were required to make as a
result of their guarantees as well as to guarantee payment of the
fees payable under the Fee Agreement.

Immediately before the CCAA Petition Date, there remained
$175,500,000 outstanding on the KfW Loan.  Lufthansa guarantees
$84,380,400 of that amount.  KfW has since filed a proof of claim
in respect of the full amount outstanding under the Loan.

The next principal and interest payment due to KfW subsequent to
the Petition Date was to be made on June 23, 2003 for $6,700,000.
As the payment of the balance under the KfW Loan is stayed by the
Initial CCAA Order, 3838722 Canada did not make the payment.  As
a result, on July 3, 2003, KfW demanded payment from Lufthansa of
the portion of the installment due by 3838722 Canada, which
Lufthansa had guaranteed.  Pursuant to the Guarantee Agreement,
Lufthansa made the required $3,200,000 payment.

In July 2003, Lufthansa sought reimbursement by setting off
$4,171,197 -- comprised of the $3,200,000 it paid to KfW as well
as a $900,000 due to it under the Guarantee Agreement -- against
interline revenues due to Air Canada for July 2003.

Lufthansa took the position that it was entitled to exercise set-
off to recover amounts due under the Reimbursement Agreement.
Lufthansa further advised that if Air Canada did not honor the
Reimbursement Agreement, it would not continue the discussions
with respect to documenting the Informal JV, would no longer
treat Air Canada as a strategic partner and would take steps,
when entitled to do so, to compete with Air Canada which would
potentially have a significant effect on Air Canada's future
revenue potential.  Lufthansa believes that if Air Canada is to
continue to receive the benefits of certain of its Star Alliance
agreements, it must continue to honor its obligations under the
others.

         Impact of Termination of Lufthansa Relationship

While Air Canada's management believes that the airline's current
agreements with Lufthansa can be terminated, amended
unilaterally, or significantly diminished in scope on relatively
short notice, this action would have an extremely detrimental
impact on Air Canada's revenues.  The benefits Air Canada
receives from the agreements are not easily replaceable.  The
management noted these significant areas of risk in the event
Lufthansa terminates or amends the agreements:

      * The Code Sharing Agreement

        The Agreement contains provisions which allows Lufthansa
        to ask Air Canada to remove its codes from the Lufthansa-
        operated flights beyond Frankfurt and Munich with as
        little as 90 days' notice, thereby diminishing or
        eliminating the value provided to Air Canada through the
        agreement.  Currently, Air Canada code shares on 57
        Lufthansa routes to 37 cities out of Frankfurt or Munich.
        Without the code share ability, Air Canada would not be
        able to offer online products to these markets.  While
        customers could still purchase tickets on an interline
        basis through travel agents using computerized
        reservations systems, they are unlikely to do so as the
        connection would no longer appears to be a seamless one.
        Instead, customers are more likely to purchase tickets on
        other airlines;

      * The Special Pro-Rate Agreement

        Lufthansa can unilaterally change the interline prices it
        charges Air Canada for the Lufthansa-operated flights on
        30 days' notice.  Lufthansa can also change the booking
        classes made available for Air Canada to access.  This
        would result in Air Canada having to pay higher pro-rate
        amounts to other carriers to get customers to certain
        destinations, leading in turn to a decrease in Air
        Canada's revenue on its transatlantic routes; and

      * The Informal JV

        As this arrangement was not finalized, Lufthansa would be
        able to terminate it immediately.  In addition, Lufthansa
        indicated that it would increase the flights on its
        Canada-Germany routes.  As Lufthansa already accounts for
        55% of the revenue on these routes, Air Canada would
        likely lose a significant number of passengers.

With the loss of Lufthansa as its major European partner, Air
Canada believes that its international revenue would be severely
impacted.  The other European partners in the Star Alliance are
much smaller than Lufthansa and would not be able to provide
access to the same network.  Lufthansa is also the largest
partner for most of the other Star Alliance carriers, and
therefore, may be able to influence others to mute value or slow
growth for Air Canada.  In addition, the Star Alliance agreement
prohibits Air Canada from seeking an alliance with another major
European partner like Air France, British Airways or KLM as long
as it is a member of a competing alliance.  Even if Air Canada
were to decide to leave the Star Alliance, the management deems
that it would be faced with these constraints:

      (i) The Star Alliance agreement prohibits Air Canada from
          joining another alliance for a period of two years;

     (ii) Air Canada would have to reconfigure its entire
          international network to work with its new partners
          which would involve significant time and cost;

    (iii) Air Canada would have to invest significant resources
          in technical development with its new partners or new
          alliance;

     (iv) Air Canada may have to deal with regulatory
          restrictions to gain access to new bases; and

      (v) Airport slots in the other major European cities simply
          may not be available for some time.

The management believes that the loss of Lufthansa as a strategic
partner would have a significant negative financial impact on
future revenues and profitability.  A significant adverse
financial impact may result in material adverse change conditions
being triggered under the Trinity Time Investments Limited
agreement should the financial impact be material.  Accordingly,
the loss of the Lufthansa relationship may impair the timely
completion of the $1,100,000,000 equity financing.

                    The Cooperation Agreement

The Cooperation Agreement provides, among other things, that:

    * Both parties will work together to develop routes and
      flight schedules and to utilize aircraft on the joint
      venture routes;

    * Net profits from the joint venture routes -- defined as
      joint venture revenue less joint venture expenses -- will
      be shared equally between Lufthansa and Air Canada.  In
      addition, Air Canada will make these payments to Lufthansa:

                 Payment Date           Minimum Amount
                 ------------           --------------
                 December 23, 2003        $9,019,037
                 June 23, 2004             8,810,688
                 December 23, 2004         8,602,339
                 June 23, 2005             8,393,990
                 December 23, 2005         8,185,641
                 June 23, 2006             7,977,292
                 December 23, 2006         7,768,943
                 June 23, 2007             7,560,594
                 December 23, 2007         7,352,245
                 June 23, 2008             7,143,896
                 December 23, 2008         6,935,547
                 June 23, 2009             6,727 198
                 December 23, 2009         6,518,849

    * The initial term will extend to December 31, 2009 with
      automatic extensions for periods of two years each unless
      specific notice of termination is provided no later than 90
      days before the expiration date.  Either party may
      terminate the Cooperation Agreement early on 12 months
      notice.  However, if Lufthansa does so, it will lose the
      right to receive any further Minimum Amount payments.

The Minimum Amount payments that Air Canada is required to pay to
Lufthansa pursuant to the Cooperation Agreement are intended to
compensate Lufthansa for the amounts it would have otherwise been
entitled to receive under the Reimbursement Agreement and Fee
Agreement.  The 13 individual payment amounts are comprised of:

   (1) repayment installments of $6,310,500 on an opening amount
       of $82,036,500 -- Principal -- being the balance currently
       outstanding under the Lufthansa-guaranteed portion of the
       KfW Loan;

   (2) interest, payable in arrears -- with interest on the first
       installment calculated from June 23, 2003 -- on the
       principal outstanding balance as at each payment date at
       4.495% fixed rate; and

   (3) a fee of 2.0% of the Principal outstanding as at each
       payment date.

The quantum of the semi-annual Minimum Amount payments declines
over time, from $9,000,000 on December 23, 2003 to $6,500,000 on
December 23, 2009.

      Financial Impact of the Loss of Lufthansa Partnership

The Applicants prepared a financial analysis of the impact of
Lufthansa's termination of the Informal JV and any other actions
Lufthansa may take to terminate the current strategic partnership
between the two entities.  The financial analysis indicates that
the loss to Air Canada would be significantly in excess of the
Minimum Amounts payments to be made to Lufthansa pursuant to the
Cooperation Agreement.

                          The KfW Claim

KfW filed a proof of claim in respect of the total amount
outstanding under the Loan on the basis that its claim against
3838722 Canada will be compromised through the Applicants' Plan
of Arrangement.  At present, KfW does not know with certainty
whether Lufthansa will fulfill its obligations under the
Reimbursement Agreement through to the end of 2009.

Ernst & Young, Inc., the Court-appointed Monitor, finds it
inequitable to the Applicants' other creditors for the KfW claim
to be admitted if KfW is to be reimbursed by Lufthansa and
Lufthansa is to receive the Minimum Amount payments under the
Cooperation Agreement as it would, in effect, allow KfW or
Lufthansa a double recovery.

The Monitor has since been in discussions with KfW and Lufthansa
with respect to the KfW Claim.  KfW provided written confirmation
to the Monitor that the KfW Claim will be subrogated to
Lufthansa.  Lufthansa also provided written confirmation to the
Monitor that it will waive any right to vote or receive any
distribution in respect of the subrogated claim. (Air Canada
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ALLEGHENY TECH: S&P Cuts & Maintains Ratings on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Pittsburgh, Pennsylvania-based Allegheny Technologies Inc. The
company's ratings remain on CreditWatch, where they were placed on
Oct. 23, 2003 with negative implications.

"The downgrade follows Allegheny's announcement that it will
record a pre-tax special charge in the fourth quarter 2003,
totaling up to $205 million," said Standard & Poor's credit
analyst Paul Vastola. The charges include $65 million to $75
million relating primarily to salaried workforce reductions and
asset impairments of certain assets in its flat-rolled products
segment, and a non-cash accounting special charge of between $100
million and $130 million for the establishment of a valuation
allowance for a portion of its net deferred tax assets.

The asset impairment and workforce-reduction charges highlight the
poor earnings and cash-flow generation prospects of the company's
highly cyclical, commodity flat-rolled stainless steel products
segment, from which it derives the majority of its revenues. This
segment continues to underperform because of increased global
competitive pressures and high input (scrap, nickel, and energy)
costs. Moreover, continued weak demand from its key end markets --
aerospace and power generation -- has significantly affected this
high-fixed-cost operation, as well as its high-performance metals
segment. These conditions have more than offset management's
efforts to improve its poor credit measures, and likely will
persist through to 2005. Indeed, the company's EBITDA interest
coverage (adjusted for noncash benefit expenses) and its funds
from operations to debt were 1.7x and -3%, respectively, for the
12 months ended Sept. 30, 2003. The company's debt at Sept. 30,
2003, which totaled $564 million, does not include its underfunded
pension and OPEB plans of $267 million and $600 million at Dec.
31, 2002, respectively. Cash contributions to its pension plan are
not expected to be required for the next several years. Despite
the poor results, the company has maintained good liquidity, which
continues to be a key rating factor for the company. This has been
achieved primarily through tight working capital controls and a
reduction in its capital spending and dividends. Liquidity
consisted of $78 million in cash and $287 million of availability
under its $325 million revolving credit facility at Sept. 30,
2003. Moreover, Allegheny is expected to remain cash flow positive
in 2004, as it should benefit from ongoing cost reduction
initiatives, recent price increases and continued improvements
in its working capital management.

In resolving the CreditWatch, Standard & Poor's will assess the
company's prospects for improving its subpar profitability as well
as its significant legacy liabilities in light of challenging
stainless steel industry fundamentals.

                        *    *    *

As previously reported, Standard & Poor's Ratings Services placed
its ratings on Allegheny Technologies Inc. (BB+ Corporate Credit
Rating) on CreditWatch with negative implications, reflecting the
company's continuing weak financial performance and heightened
concerns that lackluster demand from key markets and increased
global competitive pressures and high input (scrap, nickel, and
energy) costs will continue to more than offset management's
efforts to improve its weak credit measures.


AMERCO: Asks Court to Enjoin National Union to Pay Defense Costs
----------------------------------------------------------------
Prior to the AMERCO Petition Date, four separate class action
lawsuits were filed in the U.S. District Court for the District
of Nevada, in which the Debtors' Officers and Directors were
named as defendants.  Bruce T. Beesley, Esq., at Beesley, Peck &
Matteoni, Ltd., in Reno, Nevada, relates that the Class Actions
all alleged that the Officers and Directors violated federal
securities laws in connection with their duties.  On August 27,
2003, the District Court consolidated all of the Class Actions
into one.

After the Petition Date, the Debtors and the lead plaintiffs in
the Class Actions executed a stipulation.  The Stipulation
provides that the plaintiffs were to file a consolidated, amended
complaint on or before November 20, 2003.  Then, the Officers and
Directors will have 60 days to respond to the Amended Complaint
once it is filed.  According to Mr. Beesley, the Amended
Complaint was filed on November 21, 2003.  Thus, the Officers and
Directors need to respond no later than January 20, 2003.
However, despite the execution of the Stipulation, the Officers
and Directors are not presently represented by counsel in the
Class Actions.

Mr. Beesley states that the Debtors have a corporate liability
policy -- Policy No. 561-59-34 -- issued by National Union Fire
Insurance Company of Pittsburgh, Pennsylvania.  The Policy
provides:

   -- a primary layer of coverage for $15,000,000;

   -- coverage for any past, present or future duly elected or
      appointed directors or officers of Amerco for any loss
      arising from a security claim;

   -- coverage to the Debtors to the extent of any securities
      claim made against the Debtors, and for securities claims
      made against the Officers and Directors to the extent
      that the Debtors are obligated to indemnity the Officers
      and Directors; and

   -- a provision of advance defense costs of a securities claim
      prior to its final disposition.

Pursuant to the Debtors' By-Laws, Mr. Beesley reports that the
Debtors are required to indemnify the Officers and Directors for
the costs of obtaining defense counsel in the Class Actions.
Owing to the Debtors' indemnification obligations to the Officers
and Directors, the costs of providing advance defense costs to
the Officers and Directors is covered by the Policy.

Moreover, Mr. Beesley notes that under the Debtors' First Amended
Plan, their indemnification obligations will be assumed by the
Debtors in connection with the Plan confirmation.  Accordingly,
the reorganized Debtors will be required to indemnify the
Officers and Directors under the terms of the By-Laws.

The Debtors requested National Union to advance funds under the
Policy to permit the Officers and Directors to retain defense
counsel in the Class Actions.  However, National Union advised
the Debtors that it will not advance funds under the Policy for
any purpose absent a Court order authorizing the payment.

In this regard, out of abundance of caution, the Debtors ask the
Court to direct National Union to advance, under the Policy,
funds necessary to permit the Officers and Directors to retain
defense counsel in the Class Actions.

Mr. Beesley contends that the request should be granted because:

   (a) the Debtors' believe, in the exercise of their best
       business judgment, that the funding of the Officers' and
       Directors' defense costs in the Class Actions is in the
       ordinary course of their business since the By-Laws
       require them to indemnify the Officers and Directors;

   (b) payment of the defense costs from the Policy will benefit
       the Debtors' their estates and all creditors and parties-
       in-interests in these cases as the Debtors need not
       divert other estate assets to pay the expenses; and

   (c) the payment from the Policy will lessen the risk that
       the Debtors will be required to further indemnify the
       Officers and Directors in connection with the Class
       Actions. (AMERCO Bankruptcy News, Issue No. 16 Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


ANNUITY & LIFE RE: Met Life Will Recapture Reinsurance Agreement
----------------------------------------------------------------
Annuity and Life Re (Holdings), Ltd. (NYSE: ANR) announced that
the panel in its arbitration proceeding with Met Life has ruled
that the Company's rate increase instituted in January 2003 and
effective March 5, 2003 is valid.

As a result of the ruling, Met Life has chosen to recapture the
business. In the fourth quarter of 2003 the Company will reverse
premium revenue, benefits and expenses associated with the
contract for the period March 6, 2003 through September 30, 2003.
While the Company is still finalizing the terms of the recapture
with Met Life, the net impact of these reversals, offset by the
cost associated with the recapture, is not expected to have a
material adverse effect on net income for the fourth quarter of
2003.

Annuity and Life Re (Holdings), Ltd. provides annuity and life
reinsurance to insurers through its wholly owned subsidiaries,
Annuity and Life Reassurance, Ltd. and Annuity and Life
Reassurance America, Inc.

                         *    *    *

As previously reported, Fitch Ratings withdrew its 'C' insurer
financial strength rating on Annuity & Life Reassurance, Ltd.

The rating was withdrawn due to the company's announcement earlier
this year that it had ceased writing new business and had notified
its existing reinsurance clients that it could not accept
additional cessions under previously established treaties.

                  ENTITY/ISSUE/ACTION/PRIOR RATING

           Annuity & Life Reassurance, Ltd.

               -- Insurer financial strength Withdrawn/'C'


APPLICA INC: S&P Affirms B Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on Applica Inc., a leading small
appliance manufacturer and marketer. All ratings are removed from
CreditWatch, where they were placed on Oct. 31, 2003.

The outlook on Miami Lakes, Florida-based Applica is negative.

Standard & Poor's lowered its ratings on Applica one notch in
October. "[Wednes]day's ratings affirmation follows a continued
examination of Applica's operational and financial strategies, a
review prompted by the firm's declining financial performance in
light of a very challenging operating environment heightened by
the firm's high debt levels," said Standard & Poor's credit
analyst Martin S. Kounitz. Total debt outstanding as of
Sept. 30, 2003, was $170 million.

Standard & Poor's expects that Applica will be able to improve its
financial results over the intermediate term as management
continues to implement a cost control strategy and focus on key
product lines for potential product expansion and innovation to
drive future revenue growth. In addition, Applica recently
announced a strategic partnership with Proctor & Gamble (AA-
/Stable/A-1+) to jointly develop two new products. The partnership
allows Applica to align its appliance products with leading P&G
brands, and leverage P&G's marketing prowess. The new products are
integral to plans for future revenue growth that result from
base appliance sales and a portion of the proceeds from the
consumables associated with each product, representing a
potentially recurring revenue stream. Standard & Poor's believes
that the new products could enhance Applica's product mix, and
will closely monitor the acceptance of these products when they
are introduced to consumers in the first half of 2004.

The ratings reflect Applica Inc.'s leveraged financial profile,
seasonality, and participation in the small household appliance
industry, which is mature. Standard & Poor's Ratings Services
attributes a high level of business risk to this industry because
of its low margins and intense competition. The small appliance
industry is currently faced with accelerating price deflation of
15% or more, as Chinese manufacturers ship lower-priced goods
through traditional sales channels, and U.S. retailers purchase
products directly from overseas manufacturers. These factors are
partially mitigated by the strength of the Black & Decker brand
name and the company's good cost structure. Applica has a
renewable licensing agreement with Black & Decker that expires in
December 2006, and relies strongly on the B&D brand for existing
and future revenue growth.

Standard & Poor's expects Applica to focus on improving
profitability in the intermediate term while maintaining credit-
protection ratios appropriate for the rating.


ARVINMERITOR: Fitch Affirms & Removes BB+ Debt Rating from Watch
----------------------------------------------------------------
Fitch Ratings has removed the Rating Watch Negative and affirmed
the ratings of ArvinMeritor Inc.'s senior unsecured debt at 'BB+'
and capital securities at 'BB-'. The Ratings Outlook is Stable.
The resolution of the Rating Watch Negative Status follows ARM's
recent action to unwind its proposed debt financed takeover bid
for Dana Corporation. This resolves the risk of a significant
capital structure change to the detriment of debt holders related
to the proposed deal. Furthermore, the removal of the Rating Watch
Negative reflects expectations that no other large debt funded
transactions are on the near horizon.

In addition, the affirmation of the ratings with a Stable Outlook
is reflective of ARM's substantial exposure to the rebounding
North American commercial vehicle market which is expected to
contribute heavily to an increase in consolidated profitability.
While ARM continues to maintain its competitive position as one of
the leading suppliers in the light vehicle original and after
markets, relentless pricing pressures from original equipment
customers and continuing softness for demand in the aftermarket
segment, are expected to keep profitability in these segments
relatively flat. Overall, consolidated profitability is expected
to improve with marginal positive net free cash flow generation
allowing for some net debt reduction going forward.

ARM's consolidated operating profit decreased $34 million or 10%
to $309 million for fiscal year ended September 30, 2003, largely
reflecting decreased profit contribution from the Light Vehicle
Systems operating segment (56% of sales). LVS operating profit was
down $39 million to $147 million. Increases in material costs
(related to steel tariffs imposed in 2002), higher than normal
launch costs with certain programs, higher restructuring costs,
and information technology related operational issues at a
facility in Mexico were some of the key factors affecting
profitability for LVS. While some factors, such as price downs to
customers, are persistent industry structural dynamics, Fitch
expects that better execution of a healthy schedule of program
launches should contribute to some margin recovery for the LVS
segment in 2004 against a relatively volume flat outlook. However,
rising costs related to steel, health care and pension will
continue to restrict margin expansion.

Commercial Vehicle Systems operating segment (31% of sales)
realized the benefits of earlier cost reductions and a recovering
market to post $122 million in operating profit for FY2003, an
increase of $34 million. The profitability gains are expected to
extend into FY2004 on the strength of continuing volume recovery.
Overall, Fitch expects that ARM's consolidated profitability will
improve in FY2004 based on stabilization in LVS and continuing
recovery in CVS which should more than overcome the risk of
continued decline in Light Vehicle Aftermarket (LVA) operating
segment, (11% of sales).

Gross balance sheet debt increased $72 million from year earlier
and amounted to $1.522 billion at September 30, 2003. In addition
to the increase in balance sheet debt, securitized receivables
funding more than doubled from $105 million at September 30, 2002
to $237 million at September 30, 2003. Increase in working
capital, due in part to consolidation of the Zeuna Starker
acquisition with its higher working capital base and inventory
growth in LVA, was one of the principal drivers of negative cash
flow and debt increase. The increased funding for pension
obligations and cash healthcare payments also accounted for the
cash usage. As a result of the increased debt levels and lower
profitability, credit metrics softened somewhat during FY2003.
Balance sheet debt-to-EBITDA stood at 3.0 times (x) at September
30, 2003 versus 2.7x a year earlier while EBITDA coverage of
interest incurred slipped a bit to 5.0x from 5.2x. Looking
forward, however, Fitch expects that stabilization in working
capital, and improving profitability should allow for free cash
flow generation and debt reduction.

Cash of $103 million and $1.15 billion of mostly un-drawn credit
facilities (maturing in June 2005) at September 30, 2003 afford
ample liquidity. Apart from one of the securitization funding
facilities which has to be renewed annually, no material piece of
debt is due in the near future.


ATCHISON CASTING: Closes Sale of Core Operating Assets for $40MM
----------------------------------------------------------------
Atchison Casting Corporation (Pinksheets: AHNCQ) and five
subsidiaries comprised of Amite Foundry and Machine, Inc.,
Prospect Foundry, Inc., Prime Cast, Incorporated, ACC Global
Corporation and London Precision Machine & Tool, Ltd., closed the
sale of their remaining operating assets out of bankruptcy to
subsidiaries of AmeriCast Technologies, Inc., an affiliate of
KPS Special Situations Fund II, L.P.

Total consideration paid for the purchase of the assets was $40
million payable in cash and a note plus the assumption of certain
liabilities.


ATCHISON CASTING: KPS Confirms Completion of Asset Acquisition
--------------------------------------------------------------
KPS Special Situations Fund II has completed the acquisition of
the remaining operating assets of Atchison Casting Corporation out
of bankruptcy.

Under the terms of the asset purchase agreement, KPS formed a new
company - AmeriCast Technologies, Inc. - to purchase five business
units of ACC for approximately $40 million.

"We are pleased to complete the acquisition of Atchison's
operating business units," said Stephen Presser, a Principal at
KPS. "The new company will have financial flexibility, a strong
franchise and an attractive position in the capital goods market
as the economy recovers. We will immediately begin working with
the Company's management, employees, and labor unions to reduce
costs, invest in capital improvements and build the business."

KPS has invested approximately $55 million in the transaction,
including interim working capital financing for AmeriCast between
the closing of the transaction and the final placement of an
asset-based lending facility. KPS has also concluded new, five-
year labor agreements with the United Steelworkers of America and
the Glass, Molders, Pottery, Plastics and Allied Workers
International Union that will help AmeriCast makes substantial
capital investment in the company's assets.

"Atchison has the most dedicated employees in the foundry industry
and an unmatched track record of quality and innovation," said Mr.
Presser. "We could not be more excited about the future of the new
company."

The Atchison acquisition constitutes the third KPS transaction in
the past six months and the fifth company that KPS has acquired
out of bankruptcy.

Atchison -- http://www.atchisoncastings.com/-- is a world leader
in the design, manufacture and supply of highly-engineered steel
and iron sand castings, machined components and assemblies.
Atchison casts large and difficult-to-manufacture parts and is a
critical supplier to Fortune 50 manufacturers in the locomotive,
mass transit, mining, agricultural equipment, construction, energy
and heavy-duty truck industries. KPS will acquire five Atchison
business units through AmeriCast: Atchison Steel Casting & Machine
based in Atchison, Kansas and St. Joseph, Missouri; Amite Foundry
& Machine based outside of New Orleans, Louisiana; Prospect
Foundry based in Minneapolis, Minnesota; London Precision Machine
and Tool based in London, Ontario; and ACC Global based in
Houston, Texas.

The KPS Special Situations Funds are a family of private equity
funds focused on constructive investing in restructurings,
turnarounds and other special situations. KPS has created new
companies to purchase operating assets out of bankruptcy;
established stand-alone entities to operate divested assets; and
recapitalized highly leveraged public and private companies. KPS
invests its capital concurrently with a cost reduction program,
capital investment, and a financial restructuring of the company's
liabilities either in or out of bankruptcy. The KPS investment
strategy and portfolio companies are described in detail at
http://www.kpsfund.com/


ATLANTIC COAST: S&P Affirms Low-B Rating after Mesa Nixes Offer
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Atlantic Coast Airlines Holdings Inc., including the 'B-'
corporate credit rating, and removed them from CreditWatch, where
they were placed Oct. 6, 2003. The outlook is negative.

"The ratings affirmation is based on the termination of regional
airline holding company Mesa Air Group Inc.'s unsolicited offer to
purchase Atlantic Coast Airlines Holdings," said Standard & Poor's
credit analyst Betsy Snyder. "Mesa terminated its offer after
United Air Lines Inc., Atlantic Coast's feeder partner at
Washington Dulles airport, terminated its memorandum of
understanding, under which both Mesa and Atlantic Coast would have
operated as United Express carriers at Dulles," the credit analyst
continued.

Ratings on Atlantic Coast Airlines Holdings Inc. reflect its
relatively small size within the high-risk U.S. airline industry
and substantial operating lease burden, mitigated to some extent
by revenue stability that has been provided by fee-per-departure
contracts with major airline partners. Atlantic Coast currently
operates two regional airlines that offer feeder service for both
United and Delta, primarily along the East Coast and in the
Midwest and Canada, under fee-per-departure agreements. Fee-per-
departure flying enables both United and Delta to take full
control of the seats Atlantic Coast flies for them as well as
responsibility for all risks, including fuel and the sale of
seats. These agreements reduce operating and financial risks for a
regional airline in periods of economic weakness, resulting in
more stable earnings and cash flow. However, in July 2003,
Atlantic Coast announced that it planned to establish a new low-
fare, independent airline, to be called Independence Air, to be
based at Dulles, anticipating that its relationship with United
will end when United exits from bankruptcy protection. The
transition to a low-fare, independent airline from a regional
feeder airline for a large network carrier will entail several
risks. While the company does benefit from its large market
presence at Dulles, where there is presently no low-fare
competition, it could find itself competing against other
low-fare carriers at relatively nearby airports (e.g., Southwest
Airlines Co. at Baltimore), and potential replacement United
Express partners at Dulles. In addition, there will be less
stability in the company's revenues and cash flow than it enjoyed
under the fee-per-departure agreement it had with United. Under
bankruptcy rules, United has the option to assume the existing
fee-per-departure agreement with Atlantic Coast by agreeing to
honor all terms in full or to reject the agreement.

Atlantic Coast expects United to reject those terms, when it
emerges from bankruptcy in mid-2004. Atlantic Coast expects to
maintain its relationship as a Delta Connection partner under its
new strategy.

Atlantic Coast's planned transition to an independent low-fare
airline entails significant risks. Failure to execute the new
strategy successfully could result in a downgrade.


AUDIBLE INC: Series C Preferred Shares Converted to Common Stock
----------------------------------------------------------------
Audible, Inc. (OTC BB: ADBL), the leading provider of digitally
delivered spoken word audio, announced the mandatory conversion of
its Series C Convertible Preferred Stock in accordance with terms
based on the price and trading volume of the company's common
stock over the last 60 days.

The Company believes that common stockholders will reap benefits
from this conversion as it results in the forfeiture of dividends,
liquidation preferences, and other preferential rights which were
associated with the Series C Convertible Preferred Stock.

"The significant strengthening of our balance sheet and cash
position afforded by our transaction with Bertelsmann and Apax
Partners last August - alongside our consistent operational
performance in 2003 - has clearly unlocked value for Audible
investors," said Donald Katz, chairman & CEO of Audible, Inc.
"This conversion of preferred shares is another beneficial event
for all of our shareholders - and it is an indication of a good
investment made by two important partners."

"The conversion of our shares of Series C Convertible Preferred
Stock testifies to investors' appreciation of Audible's recent
performance and its tremendous potential going forward," said Oren
Zeev, Audible board member and Partner at Apax Partners. "We are
very happy to join Microsoft, Amazon, and many others as proud
holders of Audible's common stock."

"Audible's clear leadership position in the emergent category of
digital media distribution led to our first partnership agreement
and investment in 2000, and to our subsequent purchase of Series C
Convertible Preferred Stock in August of 2003," said Richard
Sarnoff, President of Random House Ventures, a division of
Bertelsmann AG. "We welcome the mandatory conversion of these
preferred shares to common stock as investors and as strategic
partners."

Audible(R) -- http://www.audible.com/-- is the Internet's leading
premium spoken audio source. Content from Audible is downloaded
and played back on personal computers, CDs, or AudibleReady(R)
computer-based mobile devices. Audible has more than 34,000 hours
of audio programs and more than 135 content partners that include
leading audiobook publishers, broadcasters, entertainers, magazine
and newspaper publishers and business information providers.
Audible.com is Amazon.com's and the Apple iTunes Music Store's
pre-eminent provider of spoken word products for downloading or
streaming via the Web. Additionally, the Company is strategically
aligned with Random House, Inc. in the first-ever imprint to
produce spoken word content specifically suited for digital
distribution, Random House Audible. Among the Company's key
business relationships are Apple Corp., Gateway, Inc., Hewlett-
Packard Company, Microsoft Corporation, palmOne, Inc., PhatNoise
Inc., RealNetworks, Inc., Roxio, Inc., Sony Electronics, Texas
Instruments Inc., and VoiceAge Corp.

                         *   *   *

            Liquidity and Going Concern Uncertainty

In its Form 10-Q for the period ended September 30, 2003, Audible
Inc., reported, thus:

"The Company has experienced recurring losses since its inception
and as a result as of September 30, 2003, has an accumulated
deficit of $117,970,471. The Company raised $5,859,772, net of
direct costs, from the sale of Series C Convertible Preferred
stock in August 2003.  The Company's cash and cash equivalent
balances as of September 30, 2003 was $6,882,519. The Company
believes that its cash and cash equivalents balance will enable it
to meet its anticipated cash requirements for operations and
capital expenditures for the foreseeable future.

"The [Company's] financial statements have been prepared assuming
that the Company will continue as a going concern. While the
Company believes that its cash and cash equivalents balance will
enable it to meet its anticipated cash requirements for operations
and capital expenditures for the foreseeable future, beyond that
the Company may need to raise additional funds through public or
private financing or other arrangements. No assurance can be given
that such additional financing, when needed, will be available on
terms favorable to the Company or to the stockholders, if at all.
The accompanying financial statements do not include any
adjustments that might result from the outcome of this
uncertainty."


AURORA FOODS: Seeks Court Approval to Pay Prepetition Taxes
-----------------------------------------------------------
Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, relates that the Aurora Foods
Debtors, in the ordinary course of their businesses, incur various
tax liabilities, including sales and use taxes, and employment and
withholding taxes.  Before the Petition Date, the Debtors
generally paid their tax obligations as they became due.

                        Sales and Use Taxes

Sales and Use Taxes accrue daily in the ordinary course of the
Debtors' businesses, and are calculated based on statutorily
mandated percentages.  In some cases, Sales and Use Taxes are
paid in arrears after being collected by the Debtors.  Many
jurisdictions, however, require the Debtors to remit estimated
Sales and Use Taxes on a periodic basis during the month or
quarter in which sales are made.  The Debtors then generally
timely file a Sales and Use Taxes return with the relevant taxing
authority reporting the actual Sales and Use Taxes due, paying
any further amounts owed for the month or quarter.

                        "Trust Fund" Taxes

Mr. Davis points out that the Debtors distribute their goods
throughout the United States.  Because of the costs that would be
involved, the Debtors have not conducted an exhaustive survey of
all states and United States localities in which the Taxes are
due, to determine whether the taxes are "trust fund" taxes in
each and every jurisdiction.  Nevertheless, the Debtors
acknowledge that most, if not all of the Taxes likely constitute
so-called "trust fund" taxes that are required to be collected
from third parties and held in trust for payment to the tax
authorities.

To the extent that any Taxes are "trust fund" taxes collected by
the Debtors for remittance to Tax Authorities, they are not
property of the Debtors' estates under Section 541(d) of the
Bankruptcy Code.  The Debtors have no equitable interest in the
taxes and are obligated to remit to the appropriate Tax Authority
all amounts collected from customers or withheld from employees'
payroll checks.

Accordingly, the Court authorizes the Debtors to pay Taxes to Tax
Authorities in the ordinary course of their businesses, without
prejudice to the Debtors' rights to contest the amounts of any
taxes on any appropriate grounds.  Judge Walrath authorizes the
Debtors to pay Taxes not exceeding $1,000,000.

Prompt and regular payment of the Taxes would avoid any
unwarranted governmental action, Mr. Davis says.  Payment of the
Taxes is also appropriate because most, if not all of the Taxes
are entitled to priority status under Section 507(a)(8) of the
Bankruptcy Code and payment in full under any reorganization
plan.

The federal government and many states have laws providing that,
because the Taxes constitute "trust fund" taxes, the Debtors'
directors and officers or other responsible employees could,
under certain circumstances, be held personally liable for the
payment of the Taxes.  To the extent any accrued Taxes of the
Debtors were unpaid as of the Petition Date in these
jurisdictions, the Debtors' directors and officers could be
subject to lawsuits during the pendency of these Chapter 11
cases.  This would be extremely distracting for the Debtors'
directors and officers, whose full-time focus must be to devise
and implement a successful reorganization strategy for the
Debtors. (Aurora Foods Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BELL CANADA: Canbras Unit Completes Sale of Brazilian Assets
------------------------------------------------------------
Bell Canada International Inc., announced that its 75.6%-owned
subsidiary, Canbras Communications Corp., has completed the sale
of all of its interests in Canbras Participacoes Ltda., through
which Canbras holds substantially all of its broadband
communications operations in Brazil, to Horizon Cablevision do
Brasil S.A., pursuant to the agreement entered into by the parties
in October 2003.

Canbras received gross proceeds of $32.6 million, comprised of
$22.168 million in cash and a one year promissory note bearing
interest at 10% in the original principal amount of $10.432
million (subject to reduction in the event indemnification
obligations of Canbras arise under the terms of the sale
transaction).

Canbras announced the closing of the sale followed its receipt of
the requisite shareholder approval for the sale as well as for the
wind-up and dissolution of Canbras following the final
distribution of the net sale proceeds to the Canbras shareholders.
Based on Canbras' announced estimate of the net amount (after
payment of transaction expenses and winding-up costs) that it
expects to distribute to its shareholders of approximately $28
million ($0.51 per share), which assumes full payment of the one-
year note and no unforeseen claims against it, BCI expects to
receive $21 million as its pro rata share of such net proceeds.
The carrying value of BCI's investment in Canbras at September 30,
2003 was $15 million.

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


BIG CITY: Files Certificate of Dissolution in Del. Sec. of State
----------------------------------------------------------------
Big City Radio, Inc. (AMEX: YFM) has filed a certificate of
dissolution with the Delaware Secretary of State in accordance
with its previously announced plan of complete liquidation and
dissolution.

Big City Radio voluntarily delisted its Class A common stock from
the American Stock Exchange and closed its stock transfer books
and discontinued recording transfers of its common stock as of the
close of business Tuesday last week.

Thereafter, there will be no further trading of the Class A common
stock on the American Stock Exchange, and Big City Radio will not
record any further transfers of its common stock on the books of
Big City Radio except by will, intestate succession, or operation
of law. Shares of Big City Radio common stock are not freely
transferable nor issuable upon exercise of outstanding options.

All distributions from Big City Radio, if any, will be made to Big
City Radio's stockholders pro rata according to their respective
holdings of common stock as of the close of business today. Big
City Radio intends to cease filing reports with the SEC under the
Securities Exchange Act of 1934 as soon as practicable after today
as permitted by SEC rules.

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

                         *    *    *

In its most recent Form 10-Q filed with Securities and Exchange
Commission, Big City Radio reported:

"[E]vents of default exist under the Indenture governing Big City
Radio's Notes and Big City Radio entered into a Forbearance
Agreement with the holders of approximately $128 million principal
amount at maturity of the Notes, although the Forbearance
Agreement did not prevent the trustee under the Indenture or note-
holders that were not parties to the Forbearance Agreement from
pursuing remedies under the Indenture.

"Since its inception, Big City Radio incurred substantial net
operating losses primarily due to broadcast cash flow deficits
associated with the start up of its radio station operations.
During the quarter ended June 30, 2003, the Company completed
three of four planned asset sale transactions, and also amended
the fourth transaction to sell certain non-license assets. As a
result of these transactions, the Company has sold the majority of
its operating assets and now owns only WYXX-FM in Morris,
Illinois. The Company remains a party to some contracts formerly
used in the operations of the sold radio stations which were not
assumed by the purchasers of its radio properties. The Company
does not expect to incur material obligations under these
contracts. As a further result of the completed asset sales and
the realized and unrealized gains in the Entravision Class A
common stock since April 16, 2003, the date the Entravision
transaction was completed, the Company has reported a total
estimated tax provision for Federal and State taxes  of
approximately $10 million. This total provision was estimated
assuming the liquidation of the Entravision Class A common stock
at its closing price on June 30, 2003. The Company has contractual
liabilities to management under employment arrangements estimated
as approximately $2.2 million. As a result, Big City expects to
generate net operating losses for the foreseeable future.

"Prior to completion of the asset sales described above, Big City
Radio met its working capital needs primarily through borrowings,
including loans from Big City Radio's principal stockholders,
Stuart and Anita Subotnick, loans under credit facilities, and
proceeds from the issuance of the senior notes in March 1998. From
October 31, 2001 to the completion of the asset sales, Big City
Radio has met its working capital needs primarily from the
proceeds of the sale of Big City Radio's Phoenix radio stations
which it completed on that date.

"The Company failed to make the semi-annual interest payment of
$9,800,000 due on the senior notes on September 15, 2002. Big City
Radio's cash resources were insufficient to enable Big City Radio
to make the semi-annual interest payment within the 30-day grace
period provided under the indenture. The grace period expired on
October 15, 2002, thereby resulting in an additional event of
default under the indenture. On October 17, 2002, pursuant to the
indenture, holders of the senior notes delivered an acceleration
notice to Big City Radio declaring the principal and interest on
all of the senior notes to be immediately due and payable.

"In light of these developments, the Company evaluated its
strategic alternatives and the most efficient use of its capital.
On November 4, 2002, Big City Radio announced it had retained
Jorgenson Broadcast Brokerage to market and conduct an auction
sale of all of Big City Radio's radio stations.

"On November 13, 2002, Big City Radio, and the holders of
approximately $128,000,000 in principal amount of the senior notes
acting through an ad hoc committee of noteholders, entered into a
forbearance agreement. Under the forbearance agreement, the
signatory noteholders agreed to forebear, through January 31, 2003
(later extended to March 31, 2003 and subsequently to April 30,
2003), from taking, initiating or continuing any action to enforce
the Company's payment obligations under the senior notes,
including, without limitation, any involuntary bankruptcy filing
against the Company, or against any property, officers, directors,
employees or agents of the Company to collect on or enforce
payment of any indebtedness or obligations, or to otherwise assert
any claims or causes of action seeking payment under the senior
notes, in each case arising under or relating to the payment
default or the default arising from the failure to make the
required offer to repurchase senior notes or other existing
defaults known to the signatory noteholders as of November 13,
2002. Under the forbearance agreement, the Company agreed to
conduct the auction of its radio stations in a good faith manner
designed to sell the assets as soon as practicable for net cash
consideration in an amount at least sufficient to pay all
principal of, and accrued and unpaid interest on, the senior
notes. If the signatory noteholders reasonably believed that the
Company was not conducting the auction process in good faith or
was not operating or managing the business and financial affairs
of the Company in good faith in the ordinary course and consistent
with past practices, they could have notified the Company in
writing and could have elected to terminate the forbearance
agreement. The Company further agreed not to pay, discharge or
satisfy any liability or obligation except for obligations
reflected on the Company's balance sheet as of December 31, 2001
or incurred in the ordinary course since that date which were
paid, discharged or satisfied for fair and equivalent valued in
the ordinary course of business and consistent with past
practices. The forbearance agreement did not prevent the trustee
under the indenture or noteholders that are not parties to the
forbearance agreement from pursuing remedies under the indenture.

"Big City Radio and the noteholders executed an amendment to the
forbearance agreement as of January 14, 2003, in which the
expiration date of the forbearance period was extended from
January 31, 2003 through and including March 31, 2003. The
forbearance agreement was further amended to provide that:

- Big City Radio would pay the noteholders the net cash proceeds
  of any asset sale within five business days after the completion
  of such asset sale, until such time as the noteholders had
  received cash in an amount equal to all principal of, and
  accrued and unpaid interest on, the senior notes;

- the forbearance agreement could be terminated by either Big City
  Radio or the ad hoc committee upon written notice if:

- any party to the forbearance agreement failed to perform any of
  its obligations, or breached any of its representations,
  covenants or warranties, under the forbearance agreement,

- Big City Radio or any party to any asset purchase agreement for
  any asset sale which Big City Radio had publicly announced on or
  before January 6, 2003 breached any representation, warranty or
  covenant in such asset purchase agreement, and did not cure such
  breach within ten days, or

- one or more of the asset purchase agreements was terminated or
  modified in any material respect; and

- Big City Radio was required to immediately notify the ad hoc
  committee by written notice of:

- any breach by Big City Radio of the forbearance agreement,

- any breach by Big City Radio or any other party of any of the
  foregoing asset purchase agreements, whether or not such breach
  was curable, and

- any termination by Big City Radio or any other party thereto of
  any such asset purchase agreements.

"In addition, the forbearance agreement provided that it would
automatically terminate upon the filing of a voluntary or
involuntary petition under the insolvency or bankruptcy laws of
the United States or any state with respect to Big City Radio,
except that, upon the filing of an involuntary bankruptcy petition
by unaffiliated, arm's length creditors, Big City Radio would have
a period of ten days to obtain the dismissal or withdrawal of such
a petition before the forbearance agreement terminated as a result
of the filing. In March 2003, a second amendment to the
forbearance agreement was signed extending the forbearance period
through and including April 30, 2003. Although Big City Radio and
the signatory noteholders discussed a further extension of the
forbearance period, no such extension was executed.  Accordingly,
if any amounts remain to be paid under the Indenture governing the
Notes, the signatory noteholders are presently able to exercise
any and all remedies under the Indenture governing the Notes.

"Between December 23, 2002 and January 2, 2003, Big City Radio
signed asset purchase agreements to sell eleven of the twelve FCC
radio stations that it owned. In May 2003, the parties amended the
HBC asset purchase agreement permitting the transfer of non-
license assets in exchange for an initial payment of $29.875
million with a second and final payment of $3.0 million to be made
upon the transfer of the FCC license, which transfer was effected
and which payment was received on July 18, 2003. Following the
completion of these four asset purchase agreements, the Company
has received gross cash proceeds of approximately $197.9 million
and 3,766,478 shares of Entravision's Class A Common Stock. Under
the senior notes forbearance agreement described above, Big City
Radio is obligated to apply the net proceeds of the asset sales
first to pay the principal amount of the senior notes and all
accrued and unpaid interest thereon through the date of such
payment. The Company has paid the trustee for the bondholders
approximately $195.4 million. The Company is holding discussions
with bondholders and the trustee to determine what additional
amounts, if any, are required to be paid by the Company to the
Trustee for the benefit of the bondholders. These discussions
concern whether interest on interest was due and payable and
whether interest ceased to accrue on the dates on which payments
were made by the Company to the Trustee, or whether interest
continued to accrue until such subsequent dates on which the
Trustee made distributions to the bondholders. Depending on the
outcome of these discussions, the Company could be liable to the
bondholders in an additional amount of up to $1.28 million.  As of
June 30, 2003, the Company has recorded its interest payable
consistent with its assessment of the most likely outcome of this
contingency.

"Big City Radio will apply the net proceeds from the sale of its
sole remaining radio station asset, together with its other
liquidity sources, to pay any remaining principal and interest due
on the Notes and to pay expenses relating to the asset sales,
including employee severance, contractual liabilities to
management under employment arrangements, tax liabilities and
expenses associated with termination of contracts not assumed by
the buyers, as well as trade payables and other operating
expenses.

"If Big City Radio sells its sole remaining radio station, it will
have disposed of all of its operating properties. Its principal
sources of liquidity will then consist of cash on hand, amounts
earned on the investment of such cash and the shares of
Entravision Stock received in the sale of the Los Angeles radio
stations to Entravision. During the quarter ended June 30, 2003,
Big City Radio commenced a program of selling some of the shares
of Entravision Stock. As of August 1, 2003, Big City Radio had
sold an aggregate of 620,700 shares of Entravision Stock for total
proceeds of $6,815,000. Big City Radio will continue to seek
additional liquidity by selling shares of the Entravision Stock,
although any such sales will be subject to numerous factors
including market conditions and the timing of the Company's future
cash obligations. Big City Radio believes that these liquidity
sources will be sufficient to meet its short-term cash needs.

"The amount and nature of Big City Radio's long-term liquidity
needs will depend on, among other things, a decision by the board
of directors regarding future operations, if any, of Big City
Radio."


BOB'S STORES: Completes Sale of All Assets to The TJX Companies
---------------------------------------------------------------
The TJX Companies, Inc. (NYSE: TJX), the leading off-price
retailer of apparel and home fashions in the U.S. and worldwide,
completed its acquisition of Bob's Stores, a Connecticut-based,
value-oriented retail chain in the Northeast.

TJX has purchased substantially all of the assets of Bob's Stores
and its subsidiaries and assumed leases for 31 of Bob's Stores'
locations, its Meriden, Connecticut, office and warehouse lease,
along with specified operating contracts, and customer, vendor and
employee obligations. The estimated purchase price of $59 million
is subject to final adjustments, including a physical inventory,
and is net of funds provided by a third party.

Edmond J. English, President and Chief Executive Officer of The
TJX Companies, Inc., stated, "I am very pleased with the addition
of Bob's Stores to the TJX family of companies, which represents
another prospect for our Company's growth well into the future.
With our excellent track record of starting and acquiring
businesses, we believe Bob's Stores will be a significant long-
term growth vehicle for TJX, with the potential over time of
providing a multi-billion-dollar revenue stream and growing to be
a chain of 400 stores in the U.S. While we see significant long-
term potential with Bob's Stores, this acquisition is expected to
have only a minimal impact on TJX's earnings per share over the
next few years. We welcome Bob's Stores' management team and
organization to TJX and look forward to working with them."

The TJX Companies, Inc. is the leading off-price retailer of
apparel and home fashions in the U.S. and worldwide. The Company
operates 749 T.J. Maxx, 674 Marshalls, 182 HomeGoods, 99 A.J.
Wright, and 31 Bob's stores in the United States. In Canada, the
Company operates 160 Winners and 25 HomeSense stores, and in
Europe, 147 T.K. Maxx stores. TJX's press releases and financial
information are also available on the Internet at www.tjx.com.

For more detailed information about Bob's Stores, its strategic
fit with TJX, and TJX's future plans for this business, you may
access a recorded message from October 2003, when TJX originally
announced its plan to purchase Bob's Stores, via the Internet at
http://www.tjx.com/

A retail clothing chain headquartered in Meriden, Connecticut,
Bob's Stores, Inc., filed for chapter 11 protection on October 22,
2003 (Bankr. Del. Case No. 03-13254). Adam Hiller, Esq., at Pepper
Hamilton and Michael J. Pappone, Esq., at Goodwin Procter, LLP
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed debts
and assets of more than $100 million.


BSB BANCORP: Fitch Keeps Watch on Various Low-B Debt Ratings
------------------------------------------------------------
Fitch Ratings has placed the long-term ratings of BSB Bancorp and
its subsidiaries on Rating Watch Negative on the announcement
Wednesday last week that BSB will be acquired by Partners Trust
Financial Group, a mutual holding company based in Utica, New
York. In conjunction with this transaction, Partners Trust will
complete the second stage of its demutualization.

Partners Trust, with $1.3 billion in total assets, is not rated by
Fitch. The process of demutualization will require that Partners
Trust be valued by an appraiser to determine the number of shares
that will be issued in the second stage of the demutualization
process. As a result, it is not possible to make an accurate
estimate of capitalization levels of the combined Partners Trust
at this point in time.

The current ratings of BSB (which has total assets of $2.2
billion) reflect the difficulties encountered by the company. In
particular, BSB has been troubled by deterioration in the quality
of its commercial loan book during the past several years, with
provisions for loan losses nearly wiping out earnings in 2002. To
its credit, BSB has been working down its problem assets,
evidenced by a reduction in its NPA ratio to 2.79% as of Sept. 30,
2003, from 4.97% at year-end 2002.

Because it is not possible to determine the strength of the
capitalization of the combined company once the transaction is
completed, combined with the understanding that BSB will represent
approximately two-thirds of the combined organization, Fitch
believes that it is unlikely that the resulting company will be
rated any stronger than BSB stand-alone. Further, it seems
possible, and perhaps likely, that the capitalization of the
resulting company will be weaker than BSB's current capitalization
(at Sept. 30, 2002, BSB had Tier I Capital of 12.91%, Total Risk
Based Capital of 14.22% and Leverage of 8.64%), which combined
with integration challenges, creates a reasonable possibility that
the rating on the combined company could be lower.

In addition, because Fitch does not presently rate Partners Trust,
if Fitch is unable to ascertain sufficient information to rate the
combined company when the transaction is consummated, the ratings
on BSB, and it subsidiaries will be withdrawn at that time.

     Ratings placed on Rating Watch Negative by Fitch:

          BSB Bancorp

               -- Long-term senior debt 'BB'.

          BSB Bank & Trust

               -- Long-term deposits 'BB+';
               -- Long-term senior debt 'BB'.

     Other current ratings:

          BSB Bancorp

               -- Short-term 'B';
               -- Individual 'C/D';
               -- Support '5'.

          BSB Bank & Trust

               -- Short-term deposits 'B';
               -- Short-term 'B';
               -- Individual 'C/D';
               -- Support '5'.


BUDGET GROUP: Committee Turns to Linda Burch for Business Advise
----------------------------------------------------------------
William Bowden, Esq., at Ashby & Geddes P.A., in Wilmington,
Delaware, recounts that on February 20, 2003, the Court permitted
the Committee to retain Linda Burch as Rental Vehicle Business
Advisor in the Chapter 11 cases of Budget Group Inc. and its
debtor-affiliates, nunc pro tunc to December 2002.  Ms. Burch was
allowed to charge the Committee $250 per hour for her services, in
addition to costs and expenses incurred.

After the North American Sale, the Committee asked Ms. Burch for
advice regarding the disposition of the Debtors' remaining
business operations in Europe.  Ms. Burch assisted the Committee
in analyzing the rental vehicle business operations in Europe and
in determining whether to approve the EMEA Sale.

Because a dispute arose between the Debtors and Cendant regarding
certain terms of the Asset and Stock Purchase Agreement, on
May 5, 2003, the Debtors commenced an adversary proceeding
against Cendant seeking the Court's enforcement of certain ASPA
terms.  The Cendant Litigation is currently ongoing.

Among the disputes between the Debtors and Cendant is Cendant's
refusal to fulfill its contractual obligations under the ASPA to
assume the liability for certain of the vehicle personal injury
claims asserted against the Debtors.  If Cendant does not assume
the vehicle personal injury claims as it was required to do under
the ASPA, the potential exposure to the Debtors' estates of these
personal injury claims will amount to over $68,000,000.

The Committee now seeks Ms. Burch's assistance with the Cendant
Litigation, specifically the resolution of the dispute with
Cendant regarding the assumption of certain vehicle personal
injury claims.

Pursuant to Sections 1103 and 327(e) of the Bankruptcy Code, the
Committee seeks the Court's authority to provide Ms. Burch with a
$50,000 success fee in the event she materially contributes to a
settlement between Cendant and the Debtors regarding Cendant's
assumption of certain vehicle personal injury claims.

The Committee believes that the Success Fee, if paid to Ms.
Burch, would be a modest payment in light of the amount of the
personal injury claims and the potential litigation expenses that
the Debtors' estates would likely incur if the dispute regarding
the vehicle personal injury claims continued.

The Committee retained Ms. Burch due to her expertise in the
rental car industry.  She has over 30 years of experience from
various aspects of the vehicle leasing business including truck
rental, financing, licensing, operations, vehicle acquisition,
manufacturer negotiations and business dispositions.  Ms. Burch
demonstrated that she is well qualified to advise and counsel the
Committee in these Chapter 11 cases.

Ms. Burch advised the Committee that she will apply to the Court
for allowance of compensation for professional services rendered,
for reimbursement of charges and costs and expenses incurred, and
for payment of the Success Fee in these Chapter 11 cases in
accordance with the applicable provisions of the Bankruptcy Code,
the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy
Rules and Court orders. (Budget Group Bankruptcy News, Issue No.
30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CANBRAS COMMS: Closes Sale of Broadband Comms. Ops. in Brazil
-------------------------------------------------------------
Canbras Communications Corp. (TSX:CBC) announced that following
the receipt of the requisite approval of Canbras shareholders at
the special shareholders' meeting held on December 17, 2003, the
Corporation has completed the sale of all of its broadband
communications operations in Brazil to Horizon Cablevision do
Brasil S.A.

Pursuant to the agreement entered into in October 2003 with
Horizon, Canbras has sold to Horizon all of its equity and debt
interests in its subsidiary Canbras Participacoes Ltda.

Through CPAR, Canbras holds substantially all of its interests in
its broadband subsidiaries operating in the Greater Sao Paulo
area, including all of its interests in its core subsidiary
Canbras TVA Cabo Ltda., all such interests in the operating
subsidiaries being minority voting interests.

Canbras received gross proceeds of $32.6 million, comprised of
$22.168 million in cash and a one-year promissory note in the
original principal amount of $10.432 million, bearing interest at
10%. The promissory note is issued by CPAR and guaranteed by
Horizon, and the amount of the note is subject to reduction in the
event indemnification obligations of the Corporation arise under
the terms of the Horizon Sale transaction.

As a result of Horizon's acquisition of CPAR, Horizon has now
assumed the obligation to cause CPAR, following receipt of all
requisite regulatory approvals, to conclude the transactions under
the agreements entered into by CPAR in October 2003 with Cia.
Tecnica de Engenharia Eletrica in respect of the sale of all of
CPAR's interests in its cable television subsidiaries operating in
Parana State in exchange for the assumption by Alusa of the
obligations of such operations, as well as the transfer to Alusa
of the 78% interest held by CPAR in its subsidiary operating in
Guarulhos and the acquisition by CPAR from Alusa of its 21%
interest in the subsidiary operating in Sao Jose dos Campos.

At the December 17, 2003 special shareholders' meeting, the
requisite shareholder approval was also obtained in respect of the
wind-up and dissolution of the Corporation following the final
distribution of the net proceeds of the Horizon Sale transaction
to the Canbras shareholders. The Corporation currently estimates
that, assuming the one-year note received under the Horizon Sale
is paid in full, the net amount available for distribution to
Canbras shareholders, including interest on the one-year note,
will be approximately $28 million ($0.51 per share) taking into
account fees and expenses to complete the transactions and the
wind-up of the Corporation and assuming no unforeseen claims
against the Corporation arise.

Canbras anticipates that the initial distribution of a portion of
the net cash proceeds received from the Horizon Sale, which is
currently estimated to be approximately $0.25 per share will be
distributed to its shareholders during the first half of 2004.

Canbras also anticipates that a final distribution of the
Corporation's net proceeds will be made to shareholders in one or
more installments following receipt of the balance of the purchase
price payable by Horizon under the one-year promissory note and
the satisfaction of all remaining liabilities and obligations of
the Corporation, including winding up costs.

As a result of the completion of the sale of all Canbras'
operations to Horizon, the Corporation will no longer meet the
Toronto Stock Exchange listing requirements. The Corporation
intends, within the next 30 days, to voluntarily de-list its
common shares from the TSX and concurrently therewith to seek
approval of the transfer of the listing of its common shares on
the NEX, a new and separate board of the TSX Venture Exchange
where the Corporations' ticker symbol would be CBC.H. The NEX
provides a new trading forum for companies that have ceased to
carry on an active business. The Corporation expects that the
transfer of its listing from the TSX to the NEX will be seamless
and that trading in the Corporation's shares will not be
interrupted.

At September 30, 2003, Canbras' balance sheet shows a working
capital deficit of about CDN$7 million, while net capitalization
dwindled to about CDN$29 million from about CDN$118 million nine
months ago.

Canbras, through the Canbras Group of companies, is a leading
broadband communications services provider in Brazil, offering
cable television, high speed Internet access and data transmission
services in Greater Sao Paulo and surrounding areas, and cable TV
services in the State of Paran . Canbras Communications Corp.'s
common shares are listed on the Toronto Stock Exchange under the
trading symbol CBC. Visit its Web site at http://www.canbras.ca/


CAITHNESS COSO: S&P Ups Sr. Note Rating After SoCalEd's Upgrade
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Caithness
Coso Funding Corp.'s $254 million outstanding senior secured notes
to 'BB+' from 'BB' following the upgrade of its primary offtaker
Southern California Edison Co. to 'BBB' from 'BB'. The outlook is
stable.

The upgrade primarily reflects the project's improved ability to
meet debt service following expiry of the fixed price period on
April 30, 2007.

Caithness Coso earns energy and capacity revenues from SoCalEd
under long-term contracts. The energy price was revised by both
parties in 2002 and is fixed at 5.37 cents per kilowatt-hour (kWh)
from May 1, 2002 to April 30, 2007, after which time the energy
price is scheduled to revert back to SoCalEd's short run avoided
cost rate.

"The ratings stability reflects our expectation for continued
stable operations and cash flow at the project," said Standard &
Poor's credit analyst Terry Pratt.

"A further rating upgrade would require improved debt service
coverage past the fixed energy price period ending April 30, 2007
and favorable resolution of the line loss exposure," continued Mr.
Pratt.

Caithness Coso Funding is the funding vehicle for three 80 MW
geothermal power projects in California. The Coso projects produce
geothermal steam under long-term leases with the U.S. Navy and
Bureau of Land Management and then convert the steam to
electricity.

The Coso partnerships sell energy and capacity exclusively to
SoCalEd under long-term power purchase agreements that terminate
between 2010 to 2019.


CELL TECH: Recurring Losses Raise Going Concern Uncertainty
-----------------------------------------------------------
Cell Tech International Incorporated and The New Algae Company,
Inc., are engaged in producing and marketing food supplement and
personal care products made with blue-green algae harvested from
Klamath Lake, Oregon. The Company uses a multi-level distributor
network throughout the United States, the District of Columbia,
Guam, Puerto Rico, American Samoa, the Virgin Islands and Canada
to distribute its products.

During 2002, the Company was able to obtain new financing that
allowed it to repay the borrowings under the former line of
credit. As of September 30, 2003, the Company is in compliance
with the loan covenants under the new loan agreement.
Additionally, management has introduced several new products and
advertising campaigns in order to increase revenues and reverse
the trend of net losses in the first nine months of 2003 and prior
years. Although management believes that it has made progress
during the first nine months of 2003 on issues affecting the
Company's ability to continue as a going concern, it has
experienced recurring net losses and has negative working capital
at September 30, 2003. These conditions give rise to substantial
doubt about the Company's ability to continue as a going concern.
In their report on Cell Tech's financial statements for the year
ended December 31, 2002, the independent certified public
accountants included an explanatory paragraph expressing
substantial doubt about the company's ability to continue as a
going concern.

The Company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business.
The financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts
or the amounts and classification of liabilities that might be
necessary should Cell Tech be unable to continue as a going
concern. Its continuation as a going concern is dependent upon its
ability to generate sufficient cash flows to meet its obligations
on a timely basis.

Management is continuing efforts to raise both debt and equity
financing. However, there can be no assurance that it will be able
to service additional financing, or that if such financing were
available, whether the terms or conditions would be acceptable to
Cell Tech.


CHESAPEAKE ENERGY: Extends Senior Notes Exchange Offer to Jan 12
----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) extended its previously
announced exchange offer for its 8.125% Senior Notes due
April 1, 2011 (CUSIP No. 165167AS6).

Chesapeake said that it has extended the deadline for holders to
receive the early participation payment, the withdrawal deadline
and the expiration date for the offer.

As amended, the deadline for holders to receive an early
participation payment in cash of $10.00 for each $1,000 principal
amount of Notes validly tendered and accepted for exchange, and
the deadline for holders to withdraw tenders, is 5:00 p.m.,
Eastern Standard Time, on Friday, January 9, 2004.

The new expiration date for the Offer is 5:00 p.m., Eastern
Standard Time, on Monday, January 12, 2004.  Settlement for Notes
validly tendered and accepted is expected to be made on Wednesday,
January 14, 2004.

The Offer has been amended to provide that it will only be
consummated after, and subject to, the prior completion of an
offering of Chesapeake common stock with gross proceeds to the
company of at least $225 million.

All other terms and conditions of the Offer remain in effect as
previously announced.  Holders who have previously tendered Notes
in the Offer need not retender their Notes or take any other
action in response to this announcement.

On December 22, 2003, Chesapeake announced that it has entered
into agreements to acquire $510 million of Mid-Continent, Permian
Basin and onshore Gulf Coast oil and natural gas assets.  The
company announced that it anticipates financing these acquisitions
using approximately 50% common equity and 50% debt.  Although
these acquisitions are expected to be fully closed by January 30,
2004, the closing of these acquisitions is not a condition to
consummation of the Offer.

To date, approximately $380 million in aggregate principal amount
of the 2011 Notes have been tendered, including approximately $125
million aggregate principal amount of Notes tendered in exchange
for new 7.75% Senior Notes due 2015 and approximately $255 million
aggregate principal amount of Notes tendered in exchange for new
6.875% Senior Notes due 2016.

The terms of the Offer are described in the Company's Offer to
Exchange dated December 1, 2003, as amended by a Prospectus
Supplement dated December 24, 2003, which is being sent to
holders.  Copies of the offer documents may be obtained from D.F.
King & Co., Inc., the information agent for the Offer, at (800)
431-9633 (U.S. toll-free) and (212) 269-5550 (collect).

Banc of America Securities LLC, Deutsche Bank Securities and
Lehman Brothers are the joint lead dealer managers in connection
with the Offer. Questions regarding the Offer may be directed to
Banc of America Securities LLC, High Yield Special Products, at
888-292-0070 (US toll-free) and 704-388-4813 (collect), Deutsche
Bank Securities, High Yield Capital Markets, 212-250-7466
(collect) or Lehman Brothers, 800-438-3242 (U.S. toll-free) and
212-528-7581 (collect).

Chesapeake Energy Corporation (Fitch, BB- Senior Note and B
Preferred Share Ratings, Positive) is one of the six largest
independent natural gas producers in the U.S. Headquartered in
Oklahoma City, the company's operations are focused on exploratory
and developmental drilling and producing property acquisitions in
the Mid-Continent region of the United States.


COGENTRIX ENERGY: S&P Drops Credit Rating Down a Notch to BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cogentrix Energy Inc. to 'BB-' from 'BB' and removed the
rating from CreditWatch with negative implications. The outlook is
stable.

The downgrade reflects Standard & Poor's reassessment of
Cogentrix's stand-alone financial risk profile. Goldman Sachs'
acquisition of the company on Dec. 19, 2003, did not have an
impact on the rating.

Standard & Poor's also assigned its 'BB+' rating and its '1'
recovery rating to Cogentrix's $192 million senior secured bank
loan due 2006. The '1' recovery rating reflects a high expectation
for recovery of principal. The rating on the bank loan is two
notches above the 'BB-' corporate credit rating.

At the same time, Standard & Poor's lowered its rating on
Cogentrix's senior unsecured debt, which includes the $40 million
bond issuance due 2004 and $355 million bond issuance due 2008, to
'B+' from 'BB' and removed the rating from CreditWatch with
negative implications.

The downgrade of the bonds reflects the worsened prospect for
recovery in a default scenario now that the bonds are subordinated
to the secured bank loan.

"The ratings stability reflects Cogentrix's strong operational
performance and secured stream of contractual cash flow," said
Standard & Poor's credit analyst Tobias Hsieh. "However, the
rating depends on Goldman's commitment to paying down a
proportional amount of debt as it sells assets or monetizes
contracts consistent with a 'BB-' rating," added Mr. Hsieh.

Cogentrix is an independent power producer with ownership
interests in 26 power plants (4,212 MW of net generation
capacity). Its portfolio of generating assets is mainly located
within the U.S. and involve a mix of both coal-fired and gas-fired
assets.


COMDISCO INC: September 30, 2003 Asset Base Plummets by 84%
-----------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO) reported financial
results for its fiscal year ended September 30, 2003.

Comdisco emerged from Chapter 11 on August 12, 2002. Under its
Plan of Reorganization, Comdisco's business purpose is limited to
the orderly runoff or sale of its remaining assets.

Operating Results: For the fiscal year ended September 30, 2003,
the company reported net income of $100 million, or $23.91 per
common share. The company's asset base decreased by 84 percent to
$373 million at September 30, 2003 from $2.341 billion at
September 30, 2002. Total revenue decreased by 62 percent to $303
million and net cash flow from operations decreased by 60 percent
to $1.422 billion, in fiscal year 2003 compared to fiscal year
2002. The company expects its asset base, total revenue and cash
flow from operations to continue to decrease until the wind-down
of its operations is complete.

Please refer to the company's Annual Report on Form 10-K filed on
December 23, 2003 for complete financial statements.

Comdisco emerged from chapter 11 bankruptcy proceedings on
August 12, 2002. The purpose of reorganized Comdisco is to sell,
collect or otherwise reduce to money in an orderly manner the
remaining assets of the corporation. Pursuant to Comdisco's plan
of reorganization and restrictions contained in its certificate of
incorporation, Comdisco is specifically prohibited from engaging
in any business activities inconsistent with its limited business
purpose. Accordingly, within the next few years, it is anticipated
that Comdisco will have reduced all of its assets to cash and made
distributions of all available cash to holders of its common stock
and contingent distribution rights in the manner and priorities
set forth in the Plan. At that point, the company will cease
operations and no further distributions will be made.


COVANTA ENERGY: Files Second Joint Plans & Disclosure Statement
---------------------------------------------------------------
Anthony J. Orlando, President and Chief Executive Officer of
Covanta Energy Corporation and President of Ogden New York
Services, Inc., recalls that on September 8, 2003:

   * the Reorganizing Debtors filed with the Court their Joint
     Plan of Reorganization.  As amended and revised through
     November 13, 2003, the Joint Reorganization Plan is premised
     on the creation of an employee stock ownership plan for the
     Reorganized Debtors -- the ESOP Reorganization Plan;

   * certain of the Debtors also filed the Liquidating Debtors'
     Joint Plan of Liquidation as amended and revised through
     November 13, 2003 -- the ESOP Liquidation Plan; and

   * the Heber Debtors filed with the Court the Heber Plan.

On October 3, 2003, the Court approved the ESOP Disclosure
Statement, describing the ESOP Reorganization Plan, the ESOP
Liquidation Plan and the Heber Plan as providing adequate
information.  On October 13, 2003, the Debtors commenced
solicitation of voting of the ESOP Reorganization Plan and the
ESOP Liquidation Plan.

Subsequent to October 13, 2003, the Debtors concluded that an
alternative transaction -- the DHC Transaction -- would lead to
substantial benefits for the estates and their creditors compared
to the Plans premised on the ESOP Transaction.  Under the DHC
Transaction, Danielson Holding Corporation would purchase 100% of
the equity in Reorganized Covanta for $30,000,000 as part of a
plan of reorganization.  Accordingly, the Court adjourned
confirmation of the ESOP Plans first to December 17, 2003, and
subsequently to January 14, 2004.  On December 18, 2003, the
Debtors filed their Second Reorganization Plan, Second
Liquidation Plan and related Disclosure Statement.

Mr. Orlando discloses that each of the Second Plans is premised
on the DHC Transaction.  Assuming the Court approves the adequacy
of the Second Disclosure Statement, the Debtors intend to further
adjourn confirmation of the ESOP Plans to a later date, and to
withdraw the ESOP Plans upon confirmation of the Second Plans.

Mr. Orlando explains that the Debtors are proposing the Second
Plans in substitution for the ESOP Plans.  The Debtors will not
seek confirmation of the ESOP Plans so long as the DHC
Transaction has not been terminated.  Ballots previously
submitted by creditors and equity holders pursuant to the Court's
prior order approving the ESOP Disclosure Statement and ESOP
Short-form Disclosure Statement and establishing procedures for
voting with respect to the ESOP Plans, dated October 3, 2003 will
not be counted in connection with solicitation with respect to
the Second Plans.

A full-text copy of Covanta et al.'s Second Reorganization Plan
is available for free at:

     http://bankrupt.com/misc/Covanta_2nd_Joint_Plan_of_Reorganization.pdf/

A full-text copy of Ogden et al.'s Second Liquidation Plan
is available for free at:

     http://bankrupt.com/misc/Covanta_2nd_Joint_Plan_of_Liquidation.pdf

A full-text copy of the Debtors' Second Disclosure Statement is
available for free at:

     http://bankrupt.com/misc/Covanta_2nd_Disclosure_Statement.pdf/
(Covanta Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CRITICAL PATH: Files Form 8-K in Connection with Rights Offering
----------------------------------------------------------------
Critical Path, Inc. (Nasdaq:CPTH), a global leader in digital
communications software and services, filed, on Form 8-K with the
Securities and Exchange Commission, an updated report of its
independent accountants on the consolidated financial statements
and financial statement schedule of the Company.

This report, which contains a going concern qualification, has
been updated in connection with the filing of a registration
statement for the Company's previously announced public rights
offering. The form 8-K containing this report is now available
from the SEC's Web site at http://www.sec.gov/

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $61 million.

Critical Path, Inc. (Nasdaq: CPTH) is a global leader in digital
communications software and services. The company provides
messaging solutions - from wireless, secure and unified messaging
to basic email and personal information management - as well as
identity management solutions that simplify user profile
management and strengthen information security. The standards-
based Critical Path Communications Platform, built to perform
reliably at the scale of public networks, delivers the industry's
lowest total cost of ownership for messaging solutions and lays a
solid foundation for next-generation communications services.
Solutions are available on a hosted or licensed basis. Critical
Path's customers include more than 700 enterprises, 200 carriers
and service providers, eight national postal authorities and 35
government agencies. Critical Path is headquartered in San
Francisco. More information can be found at
http://www.criticalpath.net/


DII IND.: Wants Final Nod to Continue Its Cash Management System
----------------------------------------------------------------
Eric T. Moser, Esq., at Kirkpatrick & Lockhart, in Pittsburgh,
Pennsylvania, relates that DII Industries, LLC maintains a highly
centralized treasury finance function that covers all the Debtors
and their subsidiaries and affiliates.  The Debtors operate an
integrated cash management system that relies heavily on
intercompany accounting and the movement of funds from one
company to another.

Mr. Moser explains that the Cash Management System handles over
$100,000,000 of intercompany transactions per month.  The Cash
Management System is an integrated, centralized network of over
450 bank accounts worldwide that facilitate the timely and
efficient collection, concentration, management and disbursement
of funds used by the Debtors, their subsidiaries and affiliates.
The Cash Management System also processes over $1,000,000,000 of
third-party payments or third-party collections on a worldwide
basis per month.

Although the Cash Management System includes numerous accounts,
Mr. Moser states that the System has a logical structure that
allows for efficient, centralized control of the Debtors' cash
flows.  In the normal course of business, nearly all the Debtors'
domestic funds flow into and out of the accounts of the parent
company, DII Industries, and the Debtors' cash is consolidated
in a central concentration account maintained by DII Industries
at Citibank, N.A.  The DII Citibank Master Account is used to
centralize the cash management and short-term investments for the
Debtors and their affiliates.

The Cash Management System also includes both Internet-based
applications, CitiDirect and Wachovia Connection, and offline
systems, which include CitiBanking, Hexagon, ABN AMRO On-Line
Services, Chase Link, WorldLink and Citicash Manager.  Currently,
the CitiBanking application is operating on a local area network
with 29 individual users and the remaining electronic banking
systems operate as stand-alone systems.  These systems
facilitate, on a monthly basis, the worldwide processing of over
60,000 individual payments of all types and over 5,000 individual
receipts of all types.  The Debtors believe the Bank Accounts
maintained in the United States are held at financially stable
financial institutions.

According to Mr. Moser, the Cash Management System operates
entirely between the Debtors and their subsidiary entities.
Halliburton Company, the indirect parent of the Debtors,
maintains its own cash management system as a stand-alone account
structure outside of the Cash Management System.  Halliburton's
cash management system interfaces with the Debtors' Cash
Management System through the DII Citibank Master Account.  On a
daily basis, cash balances in excess of daily needs are invested
with Halliburton Energy Services, Inc., a direct subsidiary of
Halliburton, in accordance with the Debtors' investment
guidelines.  With the exception of this relationship with HESI,
the Cash Management System interacts with the Debtors and their
affiliates who are, directly or indirectly, wholly owned or
partially owned subsidiaries of DII Industries.

                Collection and Deposit Accounts

The Debtors and their affiliates' revenues are primarily
generated from industrial construction and maintenance-related
contractual agreements and their primary sources of cash receipts
are from checks, Automated Clearing House and wire transfers
resulting from these agreements.  The majority of the domestic
revenue checks received -- over 80% -- are deposited in a lockbox
account at JPMorgan Chase Bank.  Mr. Moser notes that the
JPMorgan Chase lockbox receipts are wired on a daily basis to the
DII Citibank Master Account.  The Debtors also receive domestic
funds via wire transfer and ACH credit directly in various
accounts that are also transferred into the DII Citibank Master
Account.  The "Citibank KBR Wire Receipt Accounts" collect
majority of the wire funds transfers.

On the disbursement side, the Cash Management System is primarily
centralized domestically using the DII Citibank Master Account.
Funds are swept from the DII Citibank Master Account into
numerous disbursement accounts that are used for various
purposes, including payroll, general and project management.
Disbursements are made by check, wire transfer or via ACH debits.
The initiation of third party payments is handled by the
transaction center in Houston, Texas for substantially all
payments originating from bank accounts residing in the United
States.  A small number of payments, all by check, are made from
local project offices throughout the United States.  The majority
of these domestic paper-based disbursements are handled primarily
through Citibank Delaware-controlled disbursement accounts,
including a Master Controlled Disbursement Account, Mr. Moser
says.  The CDA accounts are funded automatically from the DII
Citibank Master Account on an as-needed basis.

The disbursement accounts with Wachovia Bank National
Association, formerly known as First Union National Bank, are
funded via wire transfer from the DII Citibank Master Account to
the "KBR, Inc. Wachovia Master Account."  The Debtors and their
affiliates maintain separate accounts payable disbursement
accounts at Wachovia Bank, making both ACH and check payments.

The Debtors and their affiliates also have numerous special
purpose standalone demand deposit accounts at various financial
institutions.  The Debtors maintain accounts for offshore
payroll, construction projects, local project disbursements,
insurance, joint ventures and other special purpose accounts.
The stand-alone accounts are funded through wire transfers from
various Kellogg Brown & Root, Inc.-affiliated bank accounts on an
as-needed basis.  Through the use of lockbox accounts and
depository accounts for receipts and zero-balance, controlled
disbursement and special purpose accounts for disbursements --
all of which are connected through a main master concentration
account -- the Cash Management System allows the Debtors to
manage their cash needs effectively.

The Cash Management System also allows the Debtors to consolidate
and invest excess cash that remains in the System each evening.
The particular investments used by the Debtors are in accordance
with the terms of their longstanding investment guidelines.
Offshore excess funds, that are not invested with HESI, are also
invested in accordance with the terms of the Investment
Guidelines.

              International Cash Management System

The Debtors and their affiliates have substantial international
operations, which receive and disburse funds in U.S. Dollars and
foreign currencies.  The Debtors and their affiliates currently
use several means to manage cash in those foreign locations,
which include cash pooling and zero balance sweeps, or a
combination of both.  On a monthly basis, the accounts supporting
international operations held by the Debtors and their affiliates
process over 40,000 payments and receipts.  The Debtors' Cash
Management System is fully integrated with their foreign
affiliates' cash management systems and relies heavily on
intercompany accounting and intercompany movement of funds.

In a notional pool, balances in individual accounts are
maintained and the aggregate balance is the "pool" balance across
all accounts.  For zero balance sweeps, balances in individual
accounts are transferred to a concentration account and the
resulting account balance is brought to zero on a daily basis.
The Debtors and their wholly owned affiliates are currently
operating 13 pools.  At this time, the Cash Management System is
responsible for managing these pooling structures:

      AUD - Australian Dollar with Citibank Limited;
      CAD - Canadian Dollar with HSBC Bank Canada;
      GBP - Pound Sterling with Citibank, N.A.;
      GBP - Pound Sterling with HSBC Bank plc;
      KWD - Kuwait Dinar with National Bank of Kuwait;
      MXN - Mexican Peso with Banamex;
      SGD - Singapore Dollar with Citibank, N.A.;
      USD - U.S. Dollar with Citibank N.A. London;
      USD - U.S. Dollar with Citibank N.A. New York;
      USD - U.S. Dollar with Citibank N.A. Singapore;
      USD - U.S. Dollar with Citibank N.A. Singapore;
      USD - U.S. Dollar with HSBC Bank plc; and
      USD - U.S. Dollar with the National Bank of Kuwait.

Under the notional pool arrangements, the Debtors granted the
financial institutions, a right to set off among the accounts
that participate in the notional pool.  Mr. Moser notes that this
feature is critical to the functioning of the pool.  It is
important for the financial institutions to have assurance that
this component of the pooling can be used after the Petition Date
and that prepetition use is not subject to claw back.  The
financial institutions also require assurance that the pooling
agreements are valid and enforceable against the Debtors.

The Debtors and their affiliates are currently using Georgetown
Finance Limited and Laurel Financial Services B.V. as funding
companies, to manage the off-shore accounts.  The initiation of
the third party payments from accounts residing outside the
United States is handled by the transaction center in
Leatherhead, United Kingdom for the majority -- over 75% -- of
the payments.  Third party payments not made from the transaction
center in Leatherhead, United Kingdom are made from project
offices located across a wide number of locations around the
world.

The Debtors' global treasury department manages and enters into
spot foreign exchange transactions for funding the cash pools.
Effective September 1, 2003, the Debtors and their affiliates
were undertaking currency trades in the spot market with these
banks:

     * ABN AMRO Bank N.V.;
     * American Express Bank Ltd.;
     * Australia & New Zealand Banking Group Ltd.;
     * Banco ABN AMRO Real S.A.;
     * Banco do Brasil;
     * Bank of Montreal;
     * Citibank, N.A.;
     * Credit Suisse First Boston;
     * Danske Bank A/S;
     * HSBC Bank USA;
     * JPMorgan Chase Bank;
     * Merrill Lynch International Bank, Ltd.;
     * Nordea Bank Finland PLC;
     * Standard Chartered Bank; and
     * The Royal Bank of Scotland plc.

Foreign currency requirements are bought and sold by KBR or its
affiliates.  Excess foreign currencies offshore are converted to
U.S. dollars and repatriated back to the Debtors through the DII
Citibank Maser Account.

               Existing System Should Be Continued

Given the substantial size and complexity of the Debtors'
operations, as well as the preservation and enhancement of their
values as going concerns, Mr. Moser asserts that a successful
reorganization simply cannot be achieved if the Debtors' cash
management procedures are substantially disrupted.  The
participants in the Debtors' international operations, including
their vendors and customers, are sensitive to any disruption in
the Debtors' current business practices.  Since the international
participants often associate Chapter 11 filings with liquidation
and closure, it is important to reassure them that the filings
will protect the Debtors' going concern value.

Mr. Moser also contends that the delays resulting from opening
new accounts, revising cash management procedures, instructing
customers to redirect payments and informing vendors about new
payment procedures would negatively impact the Debtors' ability
to operate their businesses.  Consequently, this would
significantly disrupt the Debtors' relationships with their
customers and suppliers and impede their ability to make a
relatively seamless transition into Chapter 11.  Preserving the
status quo and avoiding the distraction that would be associated
with any substantial disruption in the Debtors' Cash Management
System obviously will facilitate the Debtors' reorganization
efforts.

The Cash Management System has been utilized by the Debtors for
at least 10 years and constitutes a customary and essential
business practice.  The Cash Management System was created and
implemented by the Debtors' management in the exercise of their
business judgment.  The Cash Management System is similar to
those commonly employed by corporate enterprises comparable to
the Debtors in size and complexity.

Mr. Moser emphasizes that the widespread use of this type of cash
management system provides numerous benefits, including the
ability to:

   (a) control and monitor corporate funds;

   (b) invest idle cash;

   (c) ensure cash availability; and

   (d) reduce administrative expenses by facilitating the
       movement of funds and the development of timely and
       accurate account balance and presentment information.

These controls are especially important, given the significant
volume of cash transactions and number of Bank Accounts managed
through the Cash Management System.

At the First Day Hearing, Judge Fitzgerald permits the Debtors to
continue using their Cash Management System on an interim basis.
Banks participating in the Cash Management System are directed to
continue servicing and administering the Debtors' Bank Accounts
without interruption.

Objections may be filed until January 5, 2004.  Judge Fitzgerald
will hold a hearing on January 13, 2004 to consider final
approval of the request as well as any objections that may be
filed. (DII & KBR Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DIRECTV: Intends to Assume Restructured Programming Agreements
--------------------------------------------------------------
DirecTV Latin America, LLC secures programming content from
programmers and, in the ordinary course of business, negotiates
contracts with various programmers, including leading television
and cable networks and motion picture studios, for programming
content that is made available throughout Latin America.  The
Programming is available in English, Spanish, or Portuguese and
includes a wide variety of entertainment, including popular
sports, special events, family programs and other offerings.

Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, explains that the macro-economic
conditions in certain markets deteriorated, resulting in
significant currency devaluations in Argentina, Brazil and
Venezuela.  Local economic conditions, including inflation and
currency devaluation, further impacted subscriber growth and led
to an increase in the number of subscribers who discontinued the
DirecTV service.

According to Mr. Waite, the Debtor's inability to grow its
subscriber base was particularly damaging to its business because
many of its most significant contracts with programmers -- HBO,
MTV and ESPN -- included rate structures that anticipated
substantial subscriber growth over the life of the contract.
When the projected subscriber levels failed to materialize, these
contracts became uneconomic and a major burden to the Debtor.

Mr. Waite relates that the currency devaluation in Latin America
created additional problems for the Debtor under its Programming
Agreements.  Since the Programming Agreements were denominated in
the U.S. dollars, the resulting currency mismatch between these
costs and the local currency revenues of the Debtor's local
operating companies exacerbated the difficulties presented by the
devaluations.  The Programming Agreements also contained other
uneconomic provisions, like minimum payment guarantees and
unfavorable tax withholding terms.

Mr. Waite relates that the Debtor's uneconomic Programming
Agreements each fell into one or more general categories:

   (a) Programming Agreements that were U.S. dollar-denominated
       and which either:

        -- did not contemplate price adjustments for devaluations
           to local currencies;

        -- required a negotiation with the program provider to
           determine whether and how much devaluation relief was
           available; or

        -- contained price adjustment provisions that did not
           adequately reflect the realities of the Latin American
           marketplace;

   (b) Programming Agreements with minimum guaranteed payments
       based on projected subscriber numbers that had not been
       achieved prior to and as of the Petition Date, resulting
       in the Debtor paying more for the Programming than the
       Operating Companies could competitively charge for it;

   (c) Programming Agreements that had a high fixed cost that
       could not be amortized given the size of the subscriber
       base or the market conditions; and

   (d) Programming Agreements that required payment with a
       withholding tax gross-up, requiring the Debtor to bear the
       full burden of the significant withholding taxes imposed
       on cash transfers across borders by the various countries
       in which the Programming was offered.

Mr. Waite recounts that the Debtor worked continuously before the
Petition Date to renegotiate its major Programming Agreements.
However, the Debtor was unable to align the Agreements
sufficiently with subscriber revenues and related market
conditions and, ultimately, was forced to file for Chapter 11
protection.  However, the Debtor had used, and continues to use,
the powers afforded to it under the Bankruptcy Code to
renegotiate its key Programming Agreements to more appropriately
align its programming costs with current subscriber levels and
projected subscriber growth, as well as to adjust other terms to
compensate for substantially different market conditions.

The Debtor's efforts have been successful and it now wants to
assume the Restructured Programming Agreements and make cure
payments to Affected Programmers through compromised Cure Claims.
The Affected Programmers agreed to restructure their original
Programming Agreements pursuant to the terms set forth in a
certain memoranda of understanding and will incorporate the terms
into amended and restated Programming Agreements in the form of
the "Long-Form" Restructuring Programming Agreements, which will
be fully executed by the parties without further delay.

Among the Debtor's most critical suppliers of Programming are
HBO, Turner Broadcasting, ESPN, MTV, Discovery, and LAP TV, which
represented around 58% of the Debtor's programming costs for the
year ended December 31, 2002.

Mr. Waite states that the Restructured Programming Agreements
represent a substantial improvement for the Debtor in terms of
its on-going Programming Costs by, among other things, reducing
per subscriber rates for the Programming, eliminating guaranteed
minimums under many of the Programming Agreements and
restructuring these agreements to reduce the Debtor's currency-
related risks and withholding taxes gross-up obligations.  The
Restructured Programming Agreements are well in line with the
programming costs contemplated by the Debtor's five-year business
plan on which it based its efforts to negotiate a consensual
reorganization plan with the Official Committee of Unsecured
Creditors.

The Debtor wants to assume the Restructured Programming
Agreements on the Plan Effective Date.  As a result, to the
extent that the Effective Date fails to occur for whatever
reason, the Affected Programmers' resulting claims will not have
increased priority.  The Debtor is prepared, however, to assume
the Restructured Programming Agreements of the Affected
Programmers immediately, provided that they agree to waive any
incremental administrative claim that would result as a
consequence of the immediately effective assumption in the event
the Effective Date fails to occur for whatever reason and the
Debtor is required to reject, or is unable to perform under, the
Restructured Programming Agreement.

Mr. Waite adds that the Affected Programmers have, as part of
their Restructured Programming Agreements, also agreed to accept
payment of the Compromised Cure Claims in full and satisfy all
the Debtor's cure obligations under the Bankruptcy Code.  The
Compromised Cure Claims, which aggregate $30,916,055 plus the
allowance of a general unsecured claim in favor of HBO for
$52,500,000, represent substantial discount to the actual cure
claims which would otherwise have been due to the Affected
Programmers on account of the prepetition arrearages due under
the Programming Agreements and the discounts the programmers have
accepted for continuing to supply Programming during the Debtor's
bankruptcy case.

The Affected Programmers' willingness to accept the Compromised
Cure Claims as well as to the contractual modifications set forth
in the Restructured Programming Agreements is contingent on the
Debtor paying the Compromised Cure Claims to the Affected
Programmers no later than December 31, 2003.  Because the
Restructured Programming Agreements represent an important
component of the Debtor's overall restructuring plan and are
further contemplated by and entirely consistent with the
agreement between the Debtor and the Committee with respect to
the terms of the consensual reorganization plan that will
facilitate the Debtor's emergence from Chapter 11, the Debtor
maintain that Compromised Cure Claims payment at this time is
reasonable and necessary under the circumstances.

The Debtor further notes that due to the proprietary nature of
the information set forth in the Restructured Programming
Agreements and the need to maintain confidentiality of the
individual Compromised Cure Claims of the Affected Programmers,
the terms of the Restructured Programming Agreements and the
individual amounts of the Compromised Cure Claims have not been,
and are not being, disclosed to any unrelated third party, except
for the Committee's professionals who have reviewed the
information.  Disclosure of the information would likely
undermine the agreements between the Debtor and each Affected
Programmer.  The Restructured Programming Agreements and
associated Compromised Cure Claims must remain confidential for
the Debtor to protect the proprietary information.  Without
confidentiality, the Debtor's efforts to confirm its
reorganization plan could be substantially impaired.

By this motion, the Debtor seeks the Court's authority to assume
the Restructured Programming Agreements effective on the Plan
Effective Date and pay the Compromised Cure Claims by
December 31, 2003. (DirecTV Latin America Bankruptcy News, Issue
No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DOBSON COMMS: Inks Pact to Repurchase 12-1/4% Preferred Shares
--------------------------------------------------------------
Dobson Communications Corporation (Nasdaq: DCEL) entered into an
agreement to repurchase in a private transaction approximately
$46.1 million (liquidation preference amount) of its 12-1/4%
Senior Exchangeable Preferred Stock for $48.9 million. CUSIPs for
the 12-1/4% Senior Exchangeable Preferred Stock are 256 072 30 7
and 256 069 30 3. The transaction is expected to close by year-
end.

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 wireless
operations in 16 states, with markets covering a population of
11.1 million. The Company serves 1.6 million customers. For
additional information on the Company and its operations, please
visit its Web site at http://www.dobson.net.


DUANE READE: S&P Puts Ratings on Watch Negative over Merger News
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Duane
Reade Inc., including the 'B+' corporate credit rating, on
CreditWatch with negative implications. The CreditWatch placement
follows Duane Reade's announcement that it has entered into a
definitive merger agreement to be acquired by an affiliate
of Oak Hill Capital Partners, L.P. Oak Hill Capital will be
acquiring Duane Reade's outstanding common stock for $17.00 per
share in cash. The aggregate value of the merger transaction
exceeds $700 million, including the repayment of indebtedness. The
transaction is subject to shareholder and regulatory approval and
is expected to close in the second quarter of calendar 2003.

"The CreditWatch listing reflects the possibility that ratings
could be lowered based on a potential deterioration in Duane
Reade's credit profile post merger," said credit analyst Diane
Shand. Standard & Poor's will monitor the developments of the
proposed offer.


DVI INC: Fitch Cuts Medical Equipment Securitization Ratings
------------------------------------------------------------
Fitch Ratings downgrades all DVI, Inc. sponsored medical equipment
lease transactions. In addition, all classes remain on Rating
Watch Negative.

On October 8, 2003 Fitch downgraded 56 classes of notes in 9 DVI
securitizations due to Fitch's concerns over the heightened
potential for significant collateral deterioration in light of
DVI's bankruptcy and continued concerns about DVI's ability to
service the portfolio with a reduced work force. In addition,
Fitch was concerned about the ongoing dispute between DVI and US
Bank as trustee over the interpretation of the documents related
to the Servicer Event of Default trigger, and the resulting pro
rata versus sequential pay structure.

The current downgrades reflect the dramatic rise in delinquency
levels in all transactions and continuing uncertainty as to the
timing of a portfolio servicing transfer. Delinquency rates in 8
of the 9 transactions have reached levels that trigger a
Delinquency Condition, which in turn triggers a change in the
principal payment priority from a pro rata to a sequential pay
structure. However, no principal payments have been made to note
holders since the August 2003 distribution date as a result of the
bankruptcy trigger dispute.

Given current delinquency rate trends and the reduced collections
staff at DVI, significant amounts of receivables will likely
default over the next two monthly reporting periods, which will
result in major reductions in credit enhancement levels. Fitch
believes that the timing and amount of any potential recoveries on
these defaults will be very hard to quantify at that point in
time. The timing of the anticipated servicing transfer remains
uncertain, and once a servicing transfer takes place, the impact
on receivables performance would likely take several months to be
realized. Based on Fitch's conversations with US Bank, it appears
that the earliest potential date for a transfer to occur would be
February 2004.

As indicated in previous releases, Fitch has been in regular
contact with the trustee and the back-up servicer, US Bank. Fitch
believes that US Bank has the appropriate capabilities to service
the DVI portfolio but any transfer will likely be complicated and
result in at least a temporary further decline in performance.

All classes of notes remain on Rating Watch Negative. The timing
and magnitude of any future rating actions may be accelerated
based upon the timing, quantity and quality of information that
Fitch receives.

        The following rating actions are taken:

   DVI Receivables VIII, L.L.C., Series 1999-1

        -- Class A-5 notes to 'A' from 'AA';
        -- Class B notes to 'BBB' from 'A';
        -- Class C notes to 'BB' from 'BBB';
        -- Class D notes to 'B' from 'BB';
        -- Class E notes to 'B-' from 'B'.

   DVI Receivables X, L.L.C., Series 1999-2,
   all outstanding classes;

        -- Class A-4 notes to 'BBB' from 'AA';
        -- Class B notes to 'BB' from 'A';
        -- Class C notes to 'B' from 'BBB';
        -- Class D notes to 'CCC' from 'BB';
        -- Class E notes to 'CCC' from 'B'.

   DVI Receivables XI, L.L.C., Series 2000-1,
   all outstanding classes;

        -- Class A-4 notes to 'A-' from 'AA';
        -- Class B notes to 'BBB-' from 'A';
        -- Class C notes to 'BB-' from 'BBB';
        -- Class D notes to 'B-' from 'BB';
        -- Class E notes to 'CCC' from 'B'.

   DVI Receivables XII, L.L.C., Series 2000-2,
   all outstanding classes;

        -- Class A-4 notes to 'A' from 'AA';
        -- Class B notes to 'BBB' from 'A';
        -- Class C notes to 'BB' from 'BBB';
        -- Class D notes to 'B' from 'BB';
        -- Class E notes to 'CCC' from 'B'.

   DVI Receivables XIV, L.L.C., Series 2001-1,
   all outstanding classes;

        -- Class A-4 notes to 'BBB+' from 'AA';
        -- Class B notes to 'BBB-' from 'A';
        -- Class C notes to 'BB-' from 'BBB';
        -- Class D notes to 'B-' from 'BB';
        -- Class E notes to 'CCC' from 'B'.

   DVI Receivables XVI, L.L.C., Series 2001-2,
   all outstanding classes;

        -- Class A-3 notes to 'BBB' from 'AA';
        -- Class A-4 notes to 'BBB-' from 'AA';
        -- Class B notes to 'BB' from 'A';
        -- Class C notes to 'B' from 'BBB';
        -- Class D notes to 'CCC' from 'BB';
        -- Class E notes to 'CCC' from 'B'.

   DVI Receivables XVII, L.L.C., Series 2002-1,
   all outstanding classes;

        -- Class A-3A notes to 'BBB' from 'AA';
        -- Class A-3B notes to 'BBB-' from 'AA';
        -- Class B notes to 'BB' from 'A';
        -- Class C notes to 'B' from 'BBB';
        -- Class D notes to 'CCC' from 'BB';
        -- Class E notes to 'CCC' from 'B'.

   DVI Receivables XVIII, L.L.C., Series 2002-2,

        -- Class A-3A and A-3B notes to 'A+' from 'AA';
        -- Class B notes to 'BBB' from 'A';
        -- Class C notes to 'BB' from 'BBB';
        -- Class D notes to 'B' from 'BB';
        -- Class E notes to 'B-' from 'B'.

   DVI Receivables XIX, L.L.C., Series 2003-1,
   all outstanding classes;

        -- Class A-1 notes are rated 'F1+';
        -- Class A-2A and A-2B notes to 'AA-' from 'AA',
        -- Class A-3A and A-3B notes to 'A' from 'AA';
        -- Class B notes to 'BBB' from 'A';
        -- Class C-1 and C-2 notes to 'BB' from 'BBB';
        -- Class D-1 notes to 'B' from 'BB';
        -- Class E-1 and E-2 notes to 'B-' from 'B'.


DVI INC: Occupational Health Secures New Long-Term Financing
------------------------------------------------------------
Occupational Health + Rehabilitation Inc (OTCBB:OHRI) announced
that on December 15 it closed on a new long-term debt financing of
$7,250,000 with CapitalSource, Inc (NYSE: CSE), a leading
commercial finance firm located in Chevy Chase, Maryland.

The new three-year revolving credit facility is secured by a
majority of OH+R's accounts receivable.

CapitalSource purchased OH+R's asset-based loan from DVI, Inc.
shortly before DVI filed for bankruptcy in late August. OH+R has
continued to operate under the terms of its agreement with DVI
while negotiating a new long-term arrangement with CapitalSource.

John C. Garbarino, OH+R's President and Chief Executive Officer,
said "We are very pleased to have been able to secure our new loan
with one of the leading providers of financing products to small
and mid-sized healthcare services companies. With this important
financing in place, we can focus on maximizing the many
opportunities in the marketplace which are now beginning to
present themselves as the economic recovery continues."

OH+R -- http://www.ohplus.com/-- is a leading occupational
healthcare provider specializing in the prevention, treatment, and
management of work-related injuries and illness, as well as
regulatory compliance services. The company currently operates 36
occupational health centers and also delivers workplace health
services at employer locations throughout the United States.
OH+R's mission is to reduce the cost of work-related
injuries/illness and other healthcare costs for employers while
improving the health status of employees through high quality care
and extraordinary service. OH+R is expanding its network of
service delivery sites throughout the United States, principally
through joint ventures and management agreements with hospitals
and development of its workplace health programs.

CapitalSource -- http://www.capitalsource.com/-- is a specialized
commercial finance company offering asset-based, senior, cash flow
and mezzanine financing to small and mid-sized borrowers through
three focused lending groups: Corporate Finance, Healthcare
Finance, and Structured Finance. By offering a broad array of
financial products, CapitalSource has issued more than $4 billion
in loan commitments.


EB2B COMMERCE: Negative Cash Flows Spur Going Concern Doubts
------------------------------------------------------------
eB2B Commerce, Inc., utilizes proprietary software to provide a
technology platform for buyers and suppliers to transfer business
documents via the Internet to their small and medium-sized trading
partners. These documents include, but are not limited to,
purchase orders, purchase order acknowledgements, advanced
shipping notices and invoices. The Company provides access via the
Internet to its proprietary software, which is maintained on its
hardware and on hosted hardware. The Company also offers
professional services, which provide consulting expertise to the
same client base, as well as to other businesses that prefer to
operate or outsource the transaction management and document
exchange of their business-to-business relationships. In addition,
until it discontinued these operations as of September 30, 2002,
the Company provided authorized technical education to its client
base, and also designed and delivered custom computer and
Internet-based training seminars.

Since its inception, the Company has accumulated deficits and
negative cash flows from operations, which raises substantial
doubt about its ability to continue as a going concern.

Total revenue for the third quarter ended September 30, 2003 was
$823,000, compared to $828,000 for the same period in 2002, a
decrease of $5,000, or 1%. Compared to revenue of $1,213,000 for
the second quarter of 2003, total revenue decreased by $390,000,
or 32%. The decrease in sequential revenue is primarily
attributable to the timing of completed large projects and revenue
recognition based on completion. Revenue for the nine-month
periods ended September 30, 2003 and 2002 amounted to $3,067,000
and $2,745,000, respectively, an increase of $322,000, or 12%.

Revenue from the Company's core transaction services business was
$622,000, an increase of $69,000, or 12%, for the third quarter
from the same period in 2002. Core transaction services revenue
decreased by $98,000, or 14%, from the $720,000 realized in the
second quarter of 2003 due to timing issues from completed
projects. For the nine-month periods ended September 30, 2003 and
2002, core transaction services revenue was $2,088,000 and
$1,785,000 respectively, an increase of $303,000, or 17%. The
increase in overall revenue is attributable to completion of new
software development projects for both existing and new customers,
as well as growth in eB2B's Trade GatewayTM supplier network.
Professional services consulting revenue for the third quarter
decreased by $74,000, or 27%, from the same period in 2002, and by
$95,000, or 32% from the second quarter of 2003. The decline was
primarily attributable to fewer professional services hours
billable to the Company's largest client as it reduced overall IT
spending levels during the summer of 2003. While the Company
expects revenue from this business line to remain relatively
stable as a result of billing increases to this and other clients,
it can give no assurances in this regard.

In the three-month periods ended September 30, 2003 and 2002, one
customer accounted for approximately 23% and 24% of the Company's
total revenue, respectively. No other customer accounted for 10%
or more of its total revenue for the respective periods.

Cost of revenue consists primarily of salaries and benefits for
employees providing technical support as well as salaries of
personnel and consultants providing consulting services to
clients. Total cost of revenue for the three-month periods ended
September 2003 and 2002 amounted to $156,000 and $303,000,
respectively, a decrease of $147,000 or 49% percent. The decrease
was a result of fewer professional services hours used during the
quarter. For the nine-month periods ended September 30, 2003 and
2002, cost of revenue was $459,000 and $836,000, respectively. The
decrease of $377,000, or 45%, was attributable to decreases in
professional services hours used in 2003.

Marketing and selling expenses consist primarily of employee
salaries, benefits and commissions, and the costs of promotional
materials, trade shows and other sales and marketing programs.
Marketing and selling expenses (exclusive of stock-based
compensation) decreased by $50,000, or 54%, to $43,000 for the
three months ended September 30, 2003, from the $93,000 for the
three months ended September 30, 2002, due to a decrease in travel
and related expenses. For the nine-month periods ended September
30, 2003 and 2002, marketing and selling expense was $189,000 and
$341,000 respectively. The decrease of $152,000, or 45% reflected
a decrease in travel and related expense and the elimination of
two sales positions.

Product development expenses mainly represent amortization of
capitalized software development costs and related costs
associated with the development of Company intellectual property
and technology infrastructure necessary to capture and process
transactions. Product development expenses (exclusive of stock-
based compensation) were approximately $64,000 and $144,000 for
the three-month periods ended September 30, 2003 and 2002,
respectively. The decrease of $80,000, or 56%, was primarily
attributable to a stabilized technology platform in 2002 and 2003,
resulting in less development expense capitalized in prior periods
and subsequent reduction in amortization in 2003. eB2B capitalizes
qualifying computer software costs incurred during the application
development stage. Accordingly, it anticipates that product
development expenses will fluctuate from quarter to quarter as
various milestones in the development are reached and future
versions of the Company's software are implemented. Product
development expense for the nine-month periods September 2003 and
2002 were $246,000 and $839,000 respectively. The decrease of
$593,000 or 71% was due to the stabilized technology platform and
subsequent reduction of amortization expense mentioned above.

General and administrative expenses consist primarily of employee
salaries and related expenses for executives, administrative and
finance personnel, as well as other consulting, legal and
professional fees and, to a lesser extent, facility and
communication costs. During the three-month periods ended
September 30, 2003 and 2002, total general and administrative
expenses (exclusive of stock-based compensation) amounted to
$550,000 and $1,169,000, respectively, a decrease of $619,000, or
53%. The decrease is attributable primarily to (i) reductions in
employees resulting in savings on salaries, severance and related
benefits of $260,000, (ii) reduction of healthcare expenses of
$25,000, (iii) reduction in insurance, legal, consulting, and
accounting of $97,000, and (iv) telecommunications of $129,000.
For the nine-month periods September 2003 and 2002, general and
administrative expenses were $1,851,000 and $4,328,000,
respectively. The decrease of $2,477,000, or 57% was primarily due
to (i) reduction in employee salaries and benefits of $1,053,000
(ii) reduction in healthcare expense of $93,000, (iii) reduction
in insurance, legal, consulting and accounting of $416,000, (iv)
reduction in marketing and public relations expense of $157,000
and, (v) reduction in telecommunications expense of $254,000.

Amortization of other intangibles are non-cash charges associated
with the DynamicWeb, and Bac-Tech business combinations.
Amortization expense was $83,000 and $710,000 for the three-month
periods ended September 30, 2003 and 2002, respectively. The
decrease of $627,000 is due primarily to the completion of
amortization of intangible assets acquired in the DWEB
acquisition. For the nine-month periods ending September 30, 2003
and 2002, amortization expense was $407,000 and $1,099,000
respectively, a decrease of $692,000, or 63%, also related to the
completion of amortization of DWEB intangibles.

During the three-month periods ended September 30, 2003 and 2002,
stock-based compensation expense amounted to $0 and $81,000,
respectively. The deferred stock compensation cost in 2002 related
to warrants issued to non-employees, and was expensed over the
period of the expected benefit. The balance of unearned stock-
based compensation at September 30, 2003 was zero. For the nine-
month periods ending September 30,2003 and 2002, stock-based
compensation expense amounted to $0 and $244,000 respectively,
related to the aforementioned warrants.

The Company defines Earnings Before Interest, Taxes, Depreciation
and Amortization ("EBITDA") as net income (loss) adjusted to
exclude: (i) provision (benefit) for income taxes, (ii) interest
income and expense, (iii) depreciation and amortization, and (iv)
income or loss from discontinued operations.

EBITDA is discussed because management considers it an important
indicator of the operational strength and performance of its
business based in part on the significant level of non-cash
expenses recorded by the Company to date, coupled with the fact
that these non-cash items are managed at the corporate level.
EBITDA, however, should not be considered an alternative to
operating or net income as an indicator of the performance of the
Company, or as an alternative to cash flows from operating
activities as a measure of liquidity, in each case determined in
accordance with accounting principles generally accepted in the
United States of America.

For the three-month periods ended September 30, 2003 and 2002,
EBITDA from continuing operations was $89,000 versus an EBITDA
loss of $719,000, respectively, an improvement of $808,000. For
the nine-months ended September 30, 2003, EBITDA was $1,231,000,
as compared to the loss of $1,367,000 reported for the same period
in 2002, an improvement of $2,598,000. The improvement in EBITDA
is a result of the savings from the Company's restructuring and
cost reduction measures implemented in 2002, particularly in
regard to general and administrative expense, negotiated
settlements of outstanding liabilities, as well as an overall
increase in revenues.

Interest and other expenses, net amounted to an expense of
$165,000 for the three-month period ended September 30, 2003
compared to $66,000 for the three-month period ended September 30,
2002. The higher interest expense for the third quarter 2003 is a
result of non-cash interest expense of $106,000 related to the
amortization of deferred financing fees and debt discount related
to warrants combined with interest of $26,000 on the notes issued
during the second half of 2002 and $33,000 of interest expense
related to the $2 million senior subordinated convertible notes
issued in January 2002 compared to interest expense offset by
interest earned on a higher average cash balance in the three-
month period ended September 30, 2002.

Net loss in the third quarter of 2003 was $238,000, compared to a
net loss of $2,158,000, for the same period last year,
representing an improvement of $1,920,000. For the nine-month
period ended September 30, 2003, net loss was $21,000, compared to
a net loss of $5,345,000, for the nine-month period ended
September 30, 2002. The improvement in net loss is a combined
result of the changes discussed above.

                 LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2003, eB2B's principal source of liquidity was
approximately $277,000 of cash and cash equivalents. The Company
drew down the remaining funds held in escrow pursuant to its July
2002 financing on April 29, 2003. As of September 30, 2003, the
Company had a negative working capital position of $4,865,000. The
report of its independent auditors' on the Company's financial
statements as of and for the year ended December 31, 2002 contains
an unqualified report with an explanatory paragraph which states
that the Company's recurring losses from operations and negative
cash flows from operations raise substantial doubt about eB2B's
ability to continue as a going concern.

As of November 20, 2003, unaudited cash and cash equivalent
balance was approximately $115,000. Though eB2B's ongoing
quarterly cash expenses more closely approximate its quarterly
revenue, the Company requires additional capital to resolve its
outstanding obligations, improve its working capital position, and
accelerate its growth.

Though the Company has shown stronger financial performance in the
past nine months, its reported EBITDA, which has been positive for
the prior four quarters, and its small 2003 net loss are partially
due to gains as a result of negotiated settlements with creditors
or reversals of accruals associated with resolved issues. Though
the Company has reported positive EBITDA for the first nine months
of 2003, it still has negative cash flows from operations for this
period. It used $124,000 of cash in continuing operations for the
nine-months ended September 30, 2003. At its current quarterly
expense rates, eB2B will require approximately $875,000 in
quarterly revenue and $930,000 in cash collections, respectively,
to report positive EBITDA and cash flow from operations. However,
there can be no assurances in this regard.

Currently, the Company is dependent on its month-to-month
collection activity as well as its best efforts in anticipating
expenses in order to continue operations. Any unexpected shortfall
in collections or unanticipated major expense could cause the
Company to scale back operations or even cause it to suspend or
cease operations.

The Company currently has contractual commitments from existing
and prospective customers to proceed with projects sufficient,
along with current capital, to fund its ongoing near term
operational needs. However, should the Company not be successful
in meeting deliverable schedules or project milestones, and is
unsuccessful in pursuing potential remedies it will need
additional capital immediately.


ELDRIDGE HOUSE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Eldridge House Investors LP
        dba The Eldridge Hotel
        701 Massachusetts
        Lawrence, Kansas 66044

Bankruptcy Case No.: 03-25292

Type of Business: The Company is a 48 room, all suite,
                  full-service hotel with the Jayhawker Lounge
                  and Shalor's Restaurant.  See
                  http://www.eldridgehotel.com/for more
                  information.

Chapter 11 Petition Date: December 22, 2003

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Thomas M. Mullinix, Esq.
                  Evans & Mullinix, P.A.
                  7225 Renner Road-Suite 200
                  Shawnee, Kansas 66217
                  Tel: 913-962-8700

Total Assets: $1,867,000

Total Debts: $1,969,648

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
IRS Special Procedures        Tax Liens for 940, 941    $211,935
                              And 1065 Taxes

kansas Department of Revenue  Real Estate               $108,444

Kansas Department of Revenue  State Sales Taxes,         $97,872
                              Guest Taxes,
                              Unemployment Taxes,
                              941 and 940 Taxes

Intrust Bank                  Overdrafts (amt. is        $80,000
                              est.)

Douglas County Treasurer      Real Property Taxes        $60,702

Excel Linen                   Trade Payable              $11,966

Barber Emerson Springer       Trade Payable               $8,600

SRH Mechanical Contractors    Judgement                   $6,832
Inc.

ARW Ltd.                      Trade Payable               $4,815

Tyco Fire and Security        Trade Payable               $4,798

AB Coker Company              Trade Payable               $3,743

M&M Bakery                    Trade Payable               $3,371

American Hotel Register       Trade Payable               $2,505

ESPN Regional Television      Trade Payable               $2,328

AM 580 WIBW                   Trade Payable               $2,200

MilSpec Security Group LLC    Trade Payable               $2,160

The Kansas City Star          Trade Payable               $2,016

Guest Distribution            Trade Payable               $1,650

Roberts Dairy Company         Trade Payable               $1,532

Sun Publications              Trade Payable               $1,495


ELIZABETH ARDEN: Commences Tender Offer for 11-3/4% Senior Notes
----------------------------------------------------------------
Elizabeth Arden, Inc. (NASDAQ: RDEN), a global prestige fragrance
and beauty products company, has commenced a cash tender offer and
consent solicitation for all of its $104,000,000 outstanding
principal amount of its 11-3/4% Senior Secured Notes due 2011.

The tender offer will expire at 12:00 midnight, New York City
time, on January 22, 2004, unless extended or earlier terminated.

The Company also called for redemption $20,000,000 aggregate
principal amount of its 10-3/8% Senior Notes due 2007. The
redemption date will be January 23, 2004.

The consideration for the tender offer and consent solicitation of
the 11-3/4% Notes, the redemption of the 10-3/8% Senior Notes and
the expenses and premiums incurred in connection therewith will be
funded with the proceeds from a private placement of debt
securities that the Company intends to undertake in early January.
The redemption of the 10-3/8% Senior Notes is not subject to the
private placement of debt securities and will be funded with the
Company's revolving credit facility if the tender offer is not
consummated.

In conjunction with the tender offer, Elizabeth Arden is
soliciting consents to the indenture pursuant to which the 11-3/4%
Notes were issued to eliminate substantially all of the
restrictive covenants, release all of the collateral securing the
11-3/4% Notes and eliminate certain default provisions.

The total consideration for each $1,000 principal amount of
11-3/4% Notes validly tendered and consenting on or prior to 12:00
midnight, New York City time, on January 7, 2004, unless extended
by the Company shall be $1,200. Holders who tender after the
Consent Date will receive $1,180 per $1,000 principal amount.
Holders may withdraw their tenders and revoke their Consents at
any time prior to 12:00 midnight, New York City time, on the
Consent Date but not thereafter. Holders who desire to tender
their 11-3/4% Notes must consent to the proposed amendments and
holders may not deliver Consents without tendering the related
11-3/4% Notes. If the requisite Consents are obtained, payment for
11-3/4% Notes tendered by the Consent Date will be made in same-
day funds on the first business day following the closing of the
private placement of debt securities. Payment for the remaining
11-3/4% Notes tendered and accepted by the Company is expected to
be made in same-day funds on the first business day following the
expiration of the tender offer.

The tender offer is conditioned on the Company receiving Consents
from holders representing at least 85% in aggregate principal
amount of the 11 3/4% Notes on or before the Consent Date, as well
as obtaining the requisite funding. The Company reserves the
option to terminate the tender offer at any time before its
expiration date.

Questions regarding the tender offer may be directed to Marcey
Becker, Senior Vice-President, Finance of the Company at (203)
462-5809. Request for documents may be directed to D.F. King &
Co., Inc., the Information Agent, at (212) 269-5550 or (800) 859-
8508 (toll-free).

Elizabeth Arden (S&P, B+ Corporate Credit and Senior Secured Debt
Ratings, Stable Outlook) is a global prestige fragrance and beauty
products company. The Company's portfolio of leading brands
includes the fragrance brands Red Door, Red Door Revealed,
Elizabeth Arden green tea, 5th Avenue, ardenbeauty, Elizabeth
Taylor's White Diamonds, Passion, Forever Elizabeth and Gardenia,
White Shoulders, Geoffrey Beene's Grey Flannel, Halston, Halston
Z-14, Unbound, PS Fine Cologne for Men, Design and Wings; the
Elizabeth Arden skin care line, including Ceramides and Eight Hour
Cream; and the Elizabeth Arden cosmetics line.


EL PASO: 6 Mil. Equity Security Units Tendered in Exchange Offer
----------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced the preliminary results
of its exchange offer for up to 10,350,000 of its 9.00% Equity
Security Units, which expired at 5:00 p.m., New York City time, on
Tuesday, December 23, 2003.

Based on a preliminary count, 6,057,953 Units were tendered for
exchange, including 165,469 Units tendered by notice of guaranteed
delivery.  This amount represents approximately 53 percent of the
outstanding Units.  In accordance with the terms of the exchange
offer, El Paso anticipates accepting all tendered Units without
proration among those tendering.  The final results of the
exchange offer will be announced promptly after completion of the
verification process.

In accordance with the terms and subject to the conditions of the
exchange offer, El Paso will exchange 2.5063 shares of its common
stock and $9.70 of cash for each Unit tendered.  Cash will be paid
in lieu of fractional shares in the exchange.  The consideration
for Units accepted will be delivered promptly after final
determination of the number of Units tendered.

El Paso Corporation (S&P, B+ L-T Corporate Credit Rating,
Negative) is the leading provider of natural gas services and the
largest pipeline company in North America.  The company has core
businesses in pipelines, production, and midstream services.  Rich
in assets, El Paso is committed to developing and delivering new
energy supplies and to meeting the growing demand for new energy
infrastructure.  For more information, visit
http://www.elpaso.com/


ENUCLEUS: Monte Carlo Funding Discloses 24.54% Equity Stake
-----------------------------------------------------------
Monte Carlo Funding Corp. beneficially owns 24,540,000 shares of
the common stock of eNucleus, Inc., which represents 24.54% of the
outstanding common stock of the Company.  Monte Carlo Funding
Corp. holds sole voting and dispositive powers over the stock.

Monte Carlo Funding Corp. is engaged primarily in the business of
funding, investment and consulting. Monte Carlo used personal
funds in the amount of $90,681.09 and the conversion of two
secured loans in obtaining the stock.  Monte Carlo converted loans
into equity pursuant to eNucleus' Chapter 11 Bankruptcy Plan.

                          *   *   *

As previously reported, the Company's continued existence is
dependent on its ability to achieve future profitable operations
and its ability to obtain financial support. The satisfaction of
the Company's cash requirements hereafter will depend in large
part on its ability to successfully generate revenues from
operations and raise capital to fund operations. There can,
however, be no assurance that sufficient cash will be generated
from operations or that unanticipated events requiring the
expenditure of funds within its existing operations will not
occur. Management is aggressively pursuing additional sources of
funds, the form of which will vary depending upon prevailing
market and other conditions and may include high-yield financing
vehicles, short or long-term borrowings or the issuance of equity
securities. There can be no assurances that management's efforts
in these regards will be successful. Under any of these scenarios,
management believes that the Company's common stock would likely
be subject to substantial dilution to existing shareholders. The
uncertainty related to these matters and the Company's bankruptcy
status raise substantial doubt about its ability to continue as a
going concern.

Management believes that, despite the financial hurdles and
funding uncertainties going forward, it has under development a
business plan that, if successfully funded and executed, can
significantly improve operating results. The support of the
Company's creditors, vendors, customers, lenders, stockholders and
employees will continue to be key to the Company's future success.


ENRON CORP: Disclosure Statement Hearing Continues on January 6
---------------------------------------------------------------
To allow creditors and other parties-in-interest an opportunity
to review the Third Amended Plan and Disclosure Statement of Enron
Corporation and its debtor-affiliates, and there being an
insufficient time to adequately complete the review and hearing
prior to the New Year, the hearing to consider the adequacy of the
Disclosure Statement is adjourned to January 6, 2004 at 10:00 a.m.
(New York Time). (Enron Bankruptcy News, Issue No. 91; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


EURASIA HOLDING: Defaults on Equity Financing Pact Obligation
-------------------------------------------------------------
Transmeridian Exploration, Inc. (OTCBB:TMXN) announced that
EurAsia Holding AG has defaulted on a portion of its obligations
under the previously announced $3.0 million private placement of
common stock.

The private placement will be closed with total proceeds of $1.2
million in exchange for 3,333,333 shares. EurAsia requested an
extension of time to complete the second tranche of the
investment, and the parties discussed terms of a settlement.

EurAsia did not accept the Company's proposal and also defaulted
on its remaining payment obligation which was due on December 23,
2003. The Subscription Agreement provides for default payments
totaling $200,000, which EurAsia has agreed to pay within 10 days
of December 23, 2003.

Under the original terms of the private placement, EurAsia had the
right to acquire a total of 10,000,000 shares at $0.30 per share.
The Company is surprised that EurAsia did not timely consummate
the transaction, in light of the large spread between the fixed
purchase price and the current market price of the stock. EurAsia
cited other investment priorities within its investor group for
the default.

                         Management Comments

Randall D. Keys, Chief Financial Officer of the Company,
commented, "The proceeds received from this private placement have
provided important liquidity to the Company. At the time we
entered into this transaction, we viewed it as having significant
financial and strategic benefits. Given the current market price
of our equity, we consider it beneficial that we are not diluting
our current shareholders at the fixed price of $0.30 per share."

                         Operational Update

The Company currently has two wells drilling in the South Alibek
Field. The South Alibek #4 has reached its programmed depth of
13,780 feet. Based on indications of hydrocarbons in several
intervals during the drilling of the KTII sections, the Company
will log and run production casing to begin testing the well. The
South Alibek #2 lost drilling time in December waiting on parts
for mechanical repairs to the drilling rig. It is currently
drilling at approximately 12,200 feet, with approximately 1,500
feet remaining to reach its programmed depth.

Transmeridian Exploration, Inc. (OTCBB:TMXN) is an independent oil
and gas company with headquarters in Houston, Texas. Founded in
2000, its primary objective is to acquire and develop oil
properties in the Caspian Sea region of the former Soviet Union.
TMXN primarily targets medium-sized fields with proved and
probable reserves and upside reserve potential. Its first major
project is the South Alibek Field in Kazakhstan.


EXIDE: Wants to Extend Blackstone Group's Engagement as Advisor
---------------------------------------------------------------
Exide Technologies and its debtor-affiliates ask the Court to
extend the employment of The Blackstone Group LP as financial
advisors in their Chapter 11 Cases under the same terms and
conditions.  Blackstone's engagement expired on November 30, 2003.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub PC, in Wilmington, Delaware, explains that the
Debtors have just completed a protracted confirmation hearing.
Mr. O'Neill says that circumstances have occurred which make it
necessary for the Debtors to avail themselves of their reserved
right to seek extension of Blackstone's employment.  The Debtors
are very satisfied with Blackstone's services.  They still need
the firm's services at this time.

"A change of financial advisors at this stage of the proceedings
is unwarranted and impractical," Mr. O'Neill points out. (Exide
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FAIRFAX FINANCIAL: Unit Enters into $300-Mill. Credit Facility
--------------------------------------------------------------
Fairfax Financial Holdings Limited announces that a wholly-owned
subsidiary has entered into a US$300 million revolving letter of
credit facility.

The facility is syndicated with 11 banks and will be used to
provide NAIC-eligible letters of credit for reinsurance contracts
of nSpire Re provided for the benefit of other Fairfax
subsidiaries. BMO Nesbitt Burns, Inc. acted as Lead Arranger and
Sole Book Runner in connection with this facility.

The facility is effectively secured by the assets held in trust
derived from the premiums on Fairfax's corporate insurance cover
ultimately reinsured with a Swiss Re subsidiary, and the interest
thereon. The lenders have the ability, in the event of a default,
to cause the commutation of this cover, thereby gaining access to
the above-mentioned assets. The aggregate amount of letters of
credit issued from time to time under this facility may not exceed
the agreed margined value of the assets in the trust account.

The US$161.9 million of letters of credit currently drawn under
Fairfax's syndicated credit facility will be cancelled or
transferred to this new facility.

Fairfax Financial Holdings Limited (S&P, BB Counterparty Credit
Rating, Stable) is a financial services holding company, which,
through its subsidiaries, is engaged in property, casualty and
life insurance and reinsurance, investment management and
insurance claims management.


FAO INC: Selling 34 Right Start Stores to Hancock Park Affiliate
----------------------------------------------------------------
FAO, Inc., received emergency approval of the sale of 34 Right
Start Stores to an affiliate of Hancock Park Associates of Los
Angeles. In an unusual move, the Bankruptcy Court entered an order
approving the sale that will be filed on today.

The Company reaffirmed its earlier stated position that it does
not expect any recovery would be available to its common
stockholders in connection with its bankruptcy.

FAO, Inc. owns a family of high quality, developmental,
educational and care brands for infants, toddlers and children and
is a leader in children's specialty retailing. FAO, Inc. owns and
operates the renowned children's toy retailer FAO Schwarz(R); The
Right Start(R), the leading specialty retailer of developmental,
educational and care products for infants and toddlers; and Zany
Brainy(R), the leading retailer of developmental toys and
educational products for kids. On December 4, 2003, FAO, Inc.
filed voluntary petitions under Chapter 11 of the Bankruptcy Code
in the U.S. Bankruptcy Court for the District of Delaware for
itself and its operating subsidiaries ZB Company, Inc. and FAO
Schwarz, Inc.

For additional information on FAO, Inc. or its family of brands,
visit online at http://www.irconnect.com/faoo/


FAO INC: Commences GOB Sale at 38 Right Start Store Locations
-------------------------------------------------------------
With a Federal Bankruptcy Court judge Tuesday last week rejecting
an offer for FAO, Inc.'s (FAOOQ.PK) The Right Start business,
going-out-of-business sales have commenced at all 38 of the
chain's stores.

Inventory clearance sales had been under way at The Right Start
since earlier this month, when parent company FAO, Inc. filed for
bankruptcy protection.

In the meantime, going-out-of-business sales continue at FAO,
Inc.'s 89 Zany Brainy stores, and store closing sales remain in
place at the company's 15 FAO Schwarz locations. All sales are
being conducted by a joint venture comprised of Calabasas, Calif.-
based Buxbaum Group, LLC, Columbus, Ohio-based SB Capital Group,
LLC, and Boston, Mass.-based Tiger Capital Group, LLC.

As previously reported, on December 4, FAO, Inc. filed voluntary
petitions under Chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware for itself and its
operating subsidiaries ZB Company, Inc. and FAO Schwarz, Inc.  The
company said that the purpose of the Chapter 11 filing was to
allow it to sell its FAO Schwarz and The Right Start businesses
and assets, and to liquidate its Zany Brainy business (including
leases) in an orderly manner. At the request of its lenders, the
company engaged the joint venture to sell inventory of all three
of its brands pending the outcome of its efforts to find buyers
for the FAO Schwarz and The Right Start businesses, and close a
transaction by December 15, 2003.  The company stated that if a
transaction was not completed by December 15, it could be required
to accelerate the liquidation of those two businesses and sell
remaining assets (including brands and leases) to conduct an
orderly wind-up of its affairs.  Negotiations are continuing on
the sale of certain FAO Schwarz assets.

FAO Schwarz departments within Parisian, Carson Pirie Scott,
Proffitt's McRae's, Boston Store, Bergner's, Herberger's, Younkers
and Saks Fifth Avenue department stores, as well as in Borders
stores, are not participating in the liquidation sale.

All sales in the 127 stores being liquidated will be final, with
cash and credit cards accepted.  The liquidating stores will
continue to accept gift certificates through January 11, 2004.
For a complete list of store locations, visit http://www.fao.com/
and click on the store locater for each brand.


FLEMING COS.: Asks Court to Determine Reclamation Claim Amounts
---------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates ask Judge
Walrath to find that reclamation claims made against their estates
have no value and are, at best, general unsecured claims.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub PC, in Wilmington, Delaware, reminds Judge Walrath that
the intention behind the enactment of Section 2-702 of the
Uniform Commercial Code, governing rights of reclamation, was to
grant a priority to otherwise unsecured sellers of goods over a
buyer's other unsecured creditors if the buyer purchased the
goods while insolvent.  The basis for this "unique" preference of
one group of unsecured creditors over another is the proposition
that the buyer's receipt of goods on credit while insolvent
amounts to an implicit business misrepresentation of solvency
and, therefore, is fraudulent.  The priority interest granted,
however, is limited to the specific goods sold and is made
subject to certain other interests, including the interests of a
secured lender.

As a result of the restrictions imposed on the preferential right
granted, and the realities of asset-based financing by many
buyers, Ms. Jones says that what has come to be known as the
"right" of reclamation has proven to have "little, if any, value"
in the state court arena.  Because the purpose of the Bankruptcy
Code generally, and Section 546(c) specifically, is to preserve
and not expand state-created property rights, the reclamation
right has fared no better in the bankruptcy courts.  The
reclaiming creditor in the Debtors' cases, no matter how
sympathetic, cannot escape this stark truth, Ms. Jones says.

                    No Priority Over DIP Lenders

The Debtors believe that the reclamation rights asserted in their
cases, even if found to be valid under state law, have no value
as a matter of law because the senior, secured claim of their
prepetition lenders exceeds the value of the goods subject to
reclamation and, therefore, any reclamation claim has no priority
over the lenders' claims.  Indeed, the Debtors assume that the
allegations in the reclamation claims are true -- specifically
that the reclaiming creditors have met their burden of
establishing valid reclamation claims under state law and that
the dollar amounts alleged in the claims filed are true and
accurate and not subject to any defenses or counterclaims.

               Anticipating the Arguments on Delay

Ironically, Ms. Jones says, some of the same creditors seeking
reclamation rights, and claiming prejudice from undue delay,
themselves owe the Debtors tens of millions of dollars from
postpetition claims that the Debtors have against them.  Those
claims alone exceed any amounts that the Debtors would owe these
creditors, even if their reclamation claims were found to be
valid.  The Debtors have substantial claims against some of the
largest reclamation creditors that substantially reduce, if not
eliminate, the reclamation claims asserted.  The impact on the
Debtors' reorganization efforts of the reclaiming creditors'
failure to honor their postpetition obligations to the Debtors
may never be known.

What is known is that any "delay" was essential to the proper
conduct of the Debtors' investigation and caused absolutely no
prejudice to the reclaiming creditors.  The Debtors note that an
eight-month investigation of hundreds of millions of dollars in
claims, which could result in millions of dollars of
administrative expenses if allowed, is more accurately
characterized as a discharge of their fiduciary obligations to
the estates and in any event can hardly be called a delay.  The
Debtors also note that while conducting their investigation, they
stabilized operations, sought and obtained DIP financing, and
managed to sell a portion of their business for an amount far in
excess of forced liquidation value.  Indeed, the Debtors now
believe that, as a result of their efforts, they will be able to
propose a consensual plan which satisfies the Lenders and
administrative claims in full and provides a recovery to their
unsecured creditors.

                 No Reduction in Rights by Delay

Furthermore, not one order entered by the Court since the
inception of these cases has compromised or otherwise diminished
the validity or the value of any right asserted in the
proceeding.  In fact, whatever right of reclamation each
reclamation creditor possessed as of the date it made its demand
still exists and its value has not changed.  Likewise, whatever
defenses the Debtors had to such rights still exist -- and, Ms.
Jones adds, the Debtors have many.

              Debtors Irretrievably Commingled Goods

With the exception of special order inventory, all of the goods
subject to reclamation were irretrievably commingled with the
Debtors' general inventory pool before the demands for return of
those goods were made as a result of the "Debtors' standard
storage practices."  Accordingly, the paramount and threshold
element in creating the right of reclamation -- that the
reclaiming creditors be able to specifically identify the goods
they seek to reclaim -- cannot be established.  Even if the
reclamation claimants could somehow identify their goods -- and
the burden is theirs -- when the Debtors themselves cannot, their
reclamation right is subject to the Lenders' liens.

                   Lenders' Claim is Superior

The amount of the Lenders' claim to date is $609,000,000.  The
aggregate amount of the "reclamation" claims asserted is
$280,400,732.  This amount represents the gross dollar amount of
claims that were filed as reclamation claims and does not reflect
any of the Debtors' defenses.

Accordingly, even assuming that the book value -- that is, the
invoiced amount -- is the appropriate method by which to value
the goods, which the Debtors contest, the value of the goods
subject to reclamation on an individual and aggregate basis is
woefully less than the Lenders' claim.  Accordingly, the
reclamation rights asserted, even if valid, have no value and
are, therefore, not entitled to priority status under Section
546(c).

                  Value of Inventory Irrelevant

Moreover, contrary to the contentions of some of the reclaiming
creditors, the value of the balance of the Debtors' inventory and
other assets is not relevant to the Court's analysis of the value
of any valid reclamation right asserted.  State law does not
grant a reclaiming creditor a priority interest in all of the
buyer's assets, the rights are specifically and statutorily
limited to the specific goods subject to reclamation.  Thus, the
value of the balance of the Debtors' inventory and other assets
would only be relevant if the reclaiming creditors could require
that the Lenders marshal their collateral, collecting from all
other assets before being paid from inventory proceeds.  As a
matter of law, they cannot.

                           No Marshaling

The doctrine of marshaling cannot be asserted against good faith
purchasers -- the status conferred on the Lenders with all the
attendant protections under the Uniform Commercial Code.  Even if
it could be asserted against good faith purchasers, the
reclaiming creditors are not secured creditors and, therefore,
have no standing to invoke the doctrine.  It is inconceivable
that a body of creditors that owes the Debtors hundreds of
millions of dollars would attempt to seek any equitable remedy,
much less one which the law plainly holds is not available to
them and which, if granted, would jeopardize the Debtors'
reorganization and substantially reduce recoveries for remaining
unsecured creditors.  Finally, the Court's Final DIP Order
expressly provides that neither the Debtors, nor their creditors
can demand that the Lenders marshal their collateral.  Thus, the
DIP Order defeats any attempt to demand marshaling now.

The Court's DIP Order did not prejudice the reclamation
creditors, Ms. Jones asserts.  The reclamation creditors were
extremely involved and active throughout the DIP financing
process.  They received notice of the final hearing and had the
opportunity to review the final order and object to the provision
that prohibits marshaling.

"That they did not is telling," Ms. Jones says.  "One can only
speculate; however, it is highly suspect that such a well-
represented and vocal body of creditors who have lodged numerous
objections in these cases would have sat on their rights when it
came to this provision.  More likely, their failure to object was
their tacit recognition that any right of reclamation did not
confer secured status on their claims under state law and that,
as unsecured creditors, they would fare better with an extension
of postpetition financing than they would if the Lenders
foreclosed on their collateral.  Hence, with or without the non-
marshaling provision, they would have been unable to demand
marshaling."

Ms. Jones tells the Court that the provision simply had no impact
on the reclamation claimants' rights and they knew it.
Speculation aside, the order was entered and it is binding
against the reclaiming creditors.  They may rue their silence but
they cannot "reclaim" their right to object to or otherwise
challenge the order.

                   Marshaling Won't Help Anyway

Even if the reclaiming creditors were able to create a new law to
enable them to demand marshaling, the doctrine provides them with
no relief.  It is insufficient to posit that because the Lenders
may be oversecured, any excess proceed after disposition of all
of the collateral in the Debtors' cases should go first to the
reclaiming creditors.  In fact, the law requires that the excess
proceeds be specifically traceable to the goods that are subject
to reclamation.  Ms. Jones explains that the reasoning behind
this unassailable requirement is that nothing under state law was
intended to or ever did grant reclaiming creditors a priority
over unsecured creditors in any assets other than the specific
goods sold by those creditors.  Because the identity of the goods
at issue could not have been preserved on the Lenders'
foreclosure of the Debtors' general inventory, the proceeds of
those goods could never have been traced.

Moreover, the bidders at such a foreclosure would base their bids
on the overall inventory mix -- not on any specific goods or
product.  Thus, it would be impossible to assign value to -- that
is, trace the proceeds of -- any subset of the inventory,
including the specific goods subject to reclamation regardless of
the timing of any sale -- past, present or future.

         Value Is Forced Liquidation, Not Going Concern

Ms. Jones maintains that, even if the proceeds of the goods
subject to reclamation were traceable, the Lenders are not
oversecured as to the aggregate collateral when the collateral is
subject to the only applicable valuation methodology -- forced
liquidation.  Forced liquidation is the only method that applies
because a forced liquidation value is the only value that could
have been realized for the collateral or any subset of the
collateral outside of bankruptcy.  The Court is bound to value
the claims based on what would have happened to the claims
outside of bankruptcy, whether the Court determines that value as
of the Petition Date, the demand dates, or today.

Specifically, had the Court modified the automatic stay to enable
the reclaiming creditors to reclaim their goods, the Court also
would have had to modify the stay to allow the Lenders to
exercise their senior rights in those goods.  In exercising those
rights, the Lenders could have either auctioned the goods or bid
in some portion of their debt to buy the goods.

At auction, which is a forced liquidation, the Lenders would have
realized forced liquidation value.  In addition, had the Lenders
obtained relief to foreclose on all of the Debtors' inventory,
they would have been forced to sell the inventory in bulk, and
would have received not a penny more than forced liquidation
value.  Moreover, even if they were able to receive a greater
value, there would have been no way to trace any excess proceeds
of the auction to the specific goods of the reclamation
creditors.

Finally, had the Lenders foreclosed on all of their collateral,
they would have realized foreclosure -- that is, forced
liquidation -- value for the collateral.  That value, even as to
the aggregate collateral, is less than the Lenders' claim.
Again, even had the Lender realized proceeds in excess of their
claim, there would have been no way to trace any excess proceeds
of the auction to the specific goods of the reclaiming creditors.
Therefore, the reclaiming creditors would not be entitled to a
priority over unsecured creditors in those excess proceeds as a
matter of law.

                  Reclamation Claimants Respond

Several reclamation claimants ask the Court to treat the Debtors'
request as a contested matter or an adversary proceeding.

The reclamation claimants are ConAgra Foods, Inc., Del Monte
Corp., Kraft Foods North America, Inc., Nestle USA, Inc., Nestle
Purina Pet Care Company, Nestle Prepared Foods Company, Nestle
Waters North America, Inc., Nestle Ice Cream Co. LLC, Sara Lee
Corporation, Sara Lee Bakery Group, Inc., and S.C. Johnson & Son
Inc.

Jason W. Staib, Esq., at Blank Rome LLP, in Wilmington, Delaware,
tells Judge Walrath that this is all necessary to provide more
than 600 reclamation claimants with a full and fair opportunity
to address, through appropriate motions, pleading and discovery,
the Debtors' request for a declaration that reclamation rights
with respect to more than $280,000,000 of inventory are entirely
invalid.

According to Mr. Staib, the simple fact is that before the
Petition Date, the Reclamation Creditors shipped to the Debtors
substantial amounts of goods for which they have not been paid.
The 11 Creditors alone have demanded the reclamation of goods
sold on credit to the Debtors aggregating $55,000,000.

The Debtors alleged that the goods subject to these reclamation
claims were "essential" and that their business operations would
be severely disrupted if vendors were allowed to exercise their
reclamation rights without a uniform procedure "that is fair to
all parties."  A fair procedure would be to permit all parties to
have adequate time to address the many issues raised by the
Debtors' request, Mr. Staib says. (Fleming Bankruptcy News, Issue
No. 19; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FREESTAR: Must Raise Additional Funds to Continue Operations
------------------------------------------------------------
During the three months ended September 30, 2003, Freestar
Technology Corporation recorded a net loss of $2,405,928, an
increase of $1,711,342, or approximately 246%, compared to the net
loss of $694,586 realized during the three months ended September
30, 2002.  The increase was due primarily to due to an increase in
non-cash compensation.

The Company may continue to incur losses on both a quarterly and
annual basis. In addition, the Company expects to continue to
incur significant costs of services and substantial operating
expenses.  Therefore, Freestar Technology will need to
significantly increase revenues to achieve profitability and a
positive cash flow.  The Company may not be able to generate
sufficient revenues to achieve profitability.

Freestar Technology will attempt to continue to fund its
operations through debt and equity financing until it achieves
profitability, of which there is no guarantee.  The Company
expects these concerns regarding its perceived viability to
continue throughout the fiscal year 2004.

Freestar Technology had a working capital deficit of $1,364,972 as
of September 30, 2003, which is an increase of approximately 10%
from a working capital deficit of $1,240,392 as of June 30, 2003.
The Company has needed to continually raise capital through
private offerings to fund its operations.

Management of the Company recognizes the need for the infusion of
cash during fiscal 2004. The Company is pursuing various financing
options. However, there can be no assurance that it will be able
to raise additional funds on favorable terms or at all.

Freestar Technology's continued operations, as well as the
implementation of its business plan, will depend upon its ability
to raise additional funds through bank borrowings, equity or debt
financing.  The Company estimates that it will need to raise
approximately $5,000,000 over the next twelve months for such
purposes.  However, adequate funds may not be available when
needed or may not be available on favorable terms to the Company.
The ability of the Company to continue as a going concern is
dependent on additional sources of capital and the success of the
Company's business plan. Regardless of whether the Company's cash
assets prove to be inadequate to meet the Company's operational
needs, the Company might seek to compensate providers of services
by issuance of stock in lieu of cash.  The notes to the Company's
current condensed consolidated financial statements, as well as
the audited consolidated financial statements for the year ended
June 30, 2003, include substantial doubt paragraphs regarding the
Company's ability to continue as a going concern.  The Company
believes it currently has adequate cash to fund anticipated cash
needs for at least the next three months.

If funding is insufficient at any time in the future, Freestar
Technology may not be able to take advantage of business
opportunities or respond to competitive pressures, any of which
could have a negative impact on the business, operating results
and financial condition.  In addition, insufficient funding may
have a material adverse effect on its financial condition, which
could require the Company to:

     - curtail operations significantly;
     - sell significant assets;
     - seek arrangements with strategic partners or other parties
       that may require the Company to relinquish significant
       rights to products, technologies or markets; or
     - explore other strategic alternatives including a merger or
       sale of the Company.

In addition, if additional shares were issued to obtain financing,
or compensate service providers, existing stockholders may suffer
a dilutive effect on their percentage of stock ownership.


GENERAL MEDIA: Files Proposed Plan and Disclosure Statement
-----------------------------------------------------------
General Media, Inc., the publisher of Penthouse magazine, together
with eight of its direct and indirect subsidiaries, announced the
filing of a proposed Plan of Reorganization with the United States
Bankruptcy Court.

If confirmed, the Plan would deleverage the Company's balance
sheet, restore liquidity, and enhance the Company's competitive
position in the marketplace. In addition to Penthouse magazine,
the Company publishes other magazines and is engaged in other
media and entertainment businesses. The Plan results from
discussions with the holders of approximately 89% of the Company's
15% Senior Notes due 2004 and its Official Committee of Unsecured
Creditors. Under the Plan, holders of the Company's Senior Notes
would exchange them for 1 million shares of common stock of the
reorganized Company, representing 100% of the new common equity,
plus new Term Loan Notes of up to $27 million. The new Term Loan
Notes will bear interest at 13% per annum, payable in kind for the
first three years of their seven-year term, and be secured by a
first priority lien on all the reorganized company's assets,
subordinate only to a lien granted to a lender under an exit
financing facility of up to $15 million. General unsecured
creditors, whose claims aggregate approximately $10 million, will
share pro rata in $2 million in cash and $3 million principal
amount of new Term Loan Notes.

General Media, Inc. is a 99.5% owned subsidiary of Penthouse
International, Inc. (OTCBB: PHSL.OB), which has not filed for
bankruptcy protection. No distribution on account of equity is
proposed under the Plan. In connection with the Plan, the Company
will enter into a ten-year agreement providing for Company founder
Robert C. Guccione to continue providing his services as publisher
emeritus of Penthouse magazine.

"We believe the continued publication of Penthouse is now ensured
for many years," commented Robert C. Guccione, Chairman and Chief
Executive Officer of General Media, Inc. and founder of Penthouse
magazine. "This Plan of Reorganization will enable us to go
forward as a financially viable enterprise with a manageable debt
load. It also represents an important vote of confidence on the
part of our major creditors, whose support has enabled us to
pursue this reorganization."

The Court has scheduled a hearing for January 21, 2004 to consider
approval of the proposed Disclosure Statement, filed along with
the Plan of Reorganization. As previously announced, the Company
filed a voluntary Chapter 11 petition on August 12, 2003 and
obtained a $6 million debtor-in-possession credit facility in
order to continue normal operations throughout the restructuring
period. The Company estimates that it will complete its
restructuring and emerge from Chapter 11 by the end of February
2004.

A copy of the proposed Plan of Reorganization and the related
Disclosure Statement will be posted on the Web site of the
Bankruptcy Court, http://www.nysb.uscourts.gov/


GOLDEN NORTHWEST: Files for Chapter 11 Reorganization in Oregon
---------------------------------------------------------------
Golden Northwest Aluminum, a primary aluminum producer that
operates aluminum smelter in Goldendale, Washington and Portland,
Oregon, along with three subsidiaries, on Monday last week filed
for Chapter 11 reorganization under the federal bankruptcy laws in
the U.S. Bankruptcy Court for the District of Oregon in Portland.

According to a report by the Knight Ridder/Tribune Business News,
the debt-saddled Company failed to pay a semi-annual payment of $9
million to its bondholders in July and is expected to miss the
January payment.

In documents filed with the Court, the Company listed over $100
million in assets, and over $100 million in liabilities.

The Company attributed its financial crisis to high electricity
prices, and a debt burden that the Company failed to restructure
or unload for more than a year now, the report continued.


GOLDEN NORTHWEST: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Golden Northwest Aluminum, Inc.
             aka KCE Enterprises, Inc.
             3133 West Second Street
             The Dalles, Oregon 97058

Bankruptcy Case No.: 03-44107

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Goldendale Holding Company                 03-44108
     Goldendale Aluminum Company                03-44109
     Northwest Aluminum Technologies, LLC       03-44110

Type of Business: The Debtor is a primary aluminum producer.
                  Operates aluminum smelter in Goldendale,
                  Washington and Portland, Oregon.
                  See http://www.gnaonline.com/for more
                  information on the Debtors.

Chapter 11 Petition Date: December 22, 2003

Court: District of Oregon (Portland)

Judge: Randall L. Dunn

Debtors' Counsel: Richard C. Josephson, Esq.
                  Stoel Rives LLP
                  900 SouthWest 5th Avenue, #2600
                  Portland, OR 97204-1268
                  Tel: 503-294-9537

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

A. Golden Northwest Aluminum's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
The Bank of New York          Loan                  $168,200,000
One Wall Street
New York, NY 10286

Hydro Aluminum Metal          Subordinated Debt      $20,000,000
Products
North America
9400 Williamsburg Plaza
US 40222 Louisville KY

Bonneville Power              Trade Payable          $16,058,415
Administration
P.O. Box 6000
San Francisco CA 94160-3536

Heller Ehrman Whiteman &      Trade Payable             $100,554
McAuliff

Kramer Levin Naftalis &       Trade Payable              $93,969
Franke

Murphy & Buchal LLP           Trade Payable              $32,512

Regulatory & Cogeneration     Trade Payable              $15,505
Services

Pacific NW Utilities          Trade Payable              $14,367
Conference Committee

Hardy Energy Consulting       Trade Payable               $6,018

Pac/West Communications       Trade Payable               $6,000

Patrick Dunn & Assoc. LTD     Trade Payable               $5,000

Ball Janik LLP                Trade Payable               $3,519

The Gallatin Group            Trade Payable               $3,105

Peter W. Hilderbrandt         Trade Payable               $1,517

Carter Ledyard & Milburn      Trade Payable               $1,216

US Bank                       Trade Payable               $1,018

Greg Pierce                   Trade Payable               $1,000

Benefit Enrollers             Trade Payable                 $904

US Bank                       Trade Payable                 $481

Bennett Bigelow & Leedom PS   Trade Payable                 $407


B. Goldendale Holding Company's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
The Bank of New York          Loan                  $168,200,000
One Wall Street
New York, NY 10286

Hydro Aluminum Metal          Subordinated Debt      $20,000,000
Products
North America
9400 Williamsburg Plaza
US 40222 Louisville KY


C. Goldendale Aluminum Company's 21 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
The Bank of New York          Loan                  $168,200,000
One Wall Street
New York, NY 10286

Hydro Aluminum Metal          Subordinated Debt      $20,000,000
Products
North America
9400 Williamsburg Plaza
US 40222 Louisville KY

Hydro Aluminum Metal          Trade Payable           $1,065,069
Products North America
9400 Williamsburg Plaza
US 40222 Louisville KY

Bonneville Power              Trade Payable             $961,463
Administration
P.O. Box 60000
San Francisco, CA 94160-4038

Public Utility District       Trade Payable              $28,166

Brown, Craig W.               Trade Payable              $26,180

Caswell, Jessie A.            Employee                   $18,692

Dept. of Ecology              Employee                   $15,207

Hert, Arthur D.               Employee                   $14,966

Wooster, Wayne E.             Employee                   $11,952

Link, William H.              Employee                   $10,985

Patton, Russell D.            Employee                   $10,380

Kimber, Charles B.            Employee                   $10,298

Rooney, David L.              Employee                   $10,265

NYL Benefit SVC Inc.          Trade Payable               $9,518

Furlong, Timothy T.           Employee                    $9,392

Barnett, Robert               Employee                    $9,145

Whitehead, Allen              Employee                    $8,567

Kimmet, Gary B.               Employee                    $7,909

Erickson, Dean M.             Employee                    $7,768

Macdonald, Robert J.          Employee                    $7,307


D. Northwest Aluminum Technologies' 8 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
The Bank of New York          Loan                  $168,200,000
One Wall Street
New York, NY 10286

Hydro Aluminum Metal          Subordinated Debt      $20,000,000
Products
North America
9400 Williamsburg Plaza
US 40222 Louisville KY

Andrew Alexander &            Trade Payable              $59,250
Associates

Mezner Env Consulting Inc.    Trade Payable              $10,275

McMaster Carr Supply          Trade Payable                 $571

Newark Electronics            Trade Payable                 $211

Airgas Norpac                 Trade Payable                 $135

Abrasive Technology           Trade Payable                  $98
Crystallite Corporation


GOLFGEAR: Suspended CEO and Director Donald A. Anderson Resigns
---------------------------------------------------------------
On Dec. 18, 2003, pending completion of an investigation into
possible violations of his employment contract and fiduciary
duties, Donald A. Anderson tendered his resignation as a member of
the Board of Directors of GolfGear International Inc.
(OTCBB:GEAR).

The following day, Anderson tendered his resignation as Chief
Executive Officer of GolfGear International Inc. and its
subsidiaries.

Anderson has been on suspension since Nov. 8, 2003. Anderson's job
responsibilities have been assumed by John Pierandozzi, Chief
Operating Officer and President.

The Board of Directors is confident that Pierandozzi will provide
the company with exceptional leadership. Through April 2002,
Pierandozzi was President and Chief Executive Officer of Carbite
Golf, nationally recognized manufacturer of putters and wedges.
There he redirected the company from an emphasis on broad-based
telemarketing that was dramatically unprofitable into a company
that was focused on the core product line of putters and wedges
and returned the company to profitability.

During his more than 20 years of experience in golf and golf-
related industries, Pierandozzi was a consultant to Adams Golf; a
principal in Applied Golf Technologies; an owner of a Nevada Bob's
franchise; and a consultant to Los Angeles County on County-run
golf facilities. He began his business career as executive vice
president of Pacific Malibu Development, the original developer of
the Lake Las Vegas project in Nevada. There he was involved in the
land and business planning, including the development and layout
of seven golf courses.

GolfGear's patent portfolio with respect to insert technology is
the largest and most comprehensive in the golf industry, with
seven domestic and two foreign patents issued related to forged-
face insert technology, and additional patents pending. These
patents incorporate a wide variety of forged-face insert
materials, including titanium, beryllium copper, stainless steel,
carbon steel, aluminum, and related alloys, and include technology
for variable face thickness of the insert.

GolfGear offers a full line of proprietary golf clubs, including
Tsunami drivers, fairway woods and irons; Leading Edge(R)
Championship Putters, Diva woods and irons for women; and
Players(R) clubs for junior golfers. The company has headquarters
at 5285 Industrial Dr., Huntington Beach, CA. Visit
http://www.golfgearint.com/for more information on the Company.

                         *    *    *

          Liquidity and Going Concern Uncertainty

As reported in Troubled Company Reporter's December 18, 2003
edition, GolfGear's consolidated financial statements, as of, and
for, the three months and nine months ended September 30, 2003
have been prepared assuming that the Company will continue as a
going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business.
The carrying amounts of assets and liabilities presented in the
consolidated financial statements do not purport to represent the
realizable or settlement values. The Company has suffered
recurring operating losses and requires additional financing to
continue operations.

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

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

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


HASBRO INC: Tender Offer for Outstanding 8-1/2% Notes Expires
-------------------------------------------------------------
Hasbro, Inc. (NYSE: HAS) announced that its tender offer for all
of its outstanding 8-1/2% Notes due 2006 (CUSIP No. 418056AL1)
expired at 12:00 midnight New York City time, on December 22,
2003, and that it has accepted for payment and will purchase all
Notes validly tendered pursuant to the tender offer and not
withdrawn prior to such expiration.

The terms and conditions of the tender offer are set forth in
Hasbro's Offer to Purchase dated November 24, 2003 and the related
Letter of Transmittal.

The aggregate principal amount of the Notes validly tendered and
not withdrawn was $167,257,000. The holders of the tendered Notes
who tendered their Notes prior to 5:00 p.m. New York City time on
December 8, 2003, the early tender date, will receive a price
equal to $1,130.00 per $1,000 principal amount of the Notes plus
accrued but unpaid interest to, but not including, the date of
payment for the Notes. Holders who tendered their Notes after the
early tender date will receive $1,110.00 per $1,000 principal
amount of Notes, plus accrued but unpaid interest to, but not
including, the date of payment for the Notes. The aggregate cost
to purchase the Notes tendered pursuant to the tender offer is
approximately $188,991,050 plus approximately $3,870,141 of
accrued but unpaid interest to, but not including, the day of
payment for the Notes.

Following the purchase of the Notes accepted in the tender offer,
approximately $32,743,000 in aggregate principal amount of the
Notes will remain outstanding and are scheduled to mature on
March 15, 2006.

Bear, Stearns & Co. Inc. and Barclays Capital Inc. served as the
Dealer Managers for the tender offer and D.F. King & Co., Inc.
served as the Information Agent. Questions regarding the tender
offer may be directed to Bear, Stearns & Co. Inc. at (877) 696-
2327 (toll free) or Barclays Capital Inc. at (888) 227-2275 (toll
free).

Hasbro (Fitch, BB Senior Unsecured Debt, Stable) is a worldwide
leader in children's and family leisure time and entertainment
products and services, including the design, manufacture and
marketing of games and toys ranging from traditional to high-tech.
Both internationally and in the U.S., its PLAYSKOOL, TONKA, SUPER
SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER and WIZARDS OF THE
COAST brands and products provide the highest quality and most
recognizable play experiences in the world.


HAYES LEMMERZ: Has Until March 1, 2004 to Challenge Claims
----------------------------------------------------------
Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, tells the Court that the
Reorganized Hayes Lemmerz Debtors have been diligent in reviewing
and objecting to claims.  There has been significant progress in
the claims resolution process prior to Plan Confirmation, and that
process has continued post-emergence.

However, 800 claims are still undergoing administration.  The
Claims have neither been determined to be unobjectionable as
filed or ultimately settled, nor disallowed and expunged.  The
Claims remain under review and in active negotiation by the
Reorganized Debtors.  Specifically, 260 Claims are pending
resolution.  The Reorganized Debtors anticipate potentially
objecting to up to 400 of the Claims under review that are not
already Claims under objection.

Mr. Clark relates that the Claims implicate substantive issues
that are more difficult to resolve and require careful review.
The Reorganized Debtors are likewise expending significant time
pursuing meaningful settlement discussions to resolve some of the
Claims prior to filing objections on a substantive basis, by
contacting most of the claimants.

Pursuant to Section 105(a) of the Bankruptcy Code, Rule 9006(b)
of the Federal Rules of Bankruptcy Procedure, and the Confirmed
Reorganizational Plan, the Reorganized Debtors ask the Court to:

    (i) extend the deadline to object to claims to March 1, 2004;
        and

   (ii) authorize them to seek a further extension of up to 60
        days without notice to parties-in-interest, upon a
        showing of cause to the Court.

An extension will give the Reorganized Debtors time to adequately
review the Claims and prevent the inadvertent allowance of Claims
that should not be allowed.

The Reorganized Debtors plan to file several additional
substantive objections in the next couple of months pursuant to
Rule 3007-1 of the Local Bankruptcy Rules of Delaware.

                          *     *     *

Judge Walrath promptly extends the Reorganized Debtors' deadline
to file objections to claims to March 1, 2004.  Upon a showing of
cause to the Court, the Debtors are further authorized to seek
another 60-day extension of the March 1, 2004 deadline, without
notice to parties-in-interest, except for Joseph Wolney.

Mr. Wolney holds a pension benefit claim against the Debtors,
Claim No. 1911, which was reflected as a claim to be expunged in
the Debtors' 11th Omnibus Objection to Claims.  Mr. Wolney argues
that his claim should not be expunged because the Debtors have
not yet resolved the issues of:

   -- discrimination;

   -- refusal of medical treatment of work-related injury;

   -- work placement;

   -- refusal to respond to formal complaint letters to the
      Company; and

   -- concerted collusion of the Debtors and the Union. (Hayes
      Lemmerz Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
      Service, Inc., 215/945-7000)


HEALTHETECH INC: Shareholders Approve Financing & Reverse Split
---------------------------------------------------------------
HealtheTech, Inc. (Nasdaq: HETC), a Colorado-based company that
develops and markets technologically advanced and proprietary
handheld medical devices and software for the measurement of
resting metabolic rate and nutrition monitoring, closed on the
full amount of its previously announced $11.7 million in financing
commitments from current and new investors.

The Company also announced that its stockholders had, at a special
meeting held on December 19, 2003, overwhelmingly approved the
financing transaction, which consisted of the sale of
HealtheTech's common stock at $0.76 per share and warrants to
purchase additional shares of common stock at the same price.
HealtheTech's stockholders also approved a reverse stock split in
a range from 1-to-2 to 1-to-15 to be determined by its Board of
Directors.

"We are very pleased that our stockholders have approved this
financing transaction by such a large margin," said James W.
Dennis, HealtheTech's Chairman and Chief Executive Officer.  "It
is a reaffirmation of our turnaround strategy, our technology and
our opportunities in the weight management market.  This funding
will now allow us to execute against this strategy in the fitness,
medical and corporate wellness areas in order to help address the
obesity crisis worldwide.  This financing transaction and the
reverse stock split, which we expect to effectuate in the next
several weeks, are the last in a series of major steps that we
have taken this year to position HealtheTech for success in 2004
and beyond.  We believe that we now have the capitalization,
structure and strategy to have a significant impact in the obesity
and weight management area."

HealtheTech, Inc., headquartered in Golden, CO., develops and
markets technologically advanced and proprietary handheld medical
devices and software for the measurement of resting metabolic rate
and monitoring of nutrition. HealtheTech's breakthrough products
assist healthcare professionals and wellness advisors in the areas
of medical nutrition therapy, weight management and fitness, to
provide cost-effective and personalized nutrition monitoring and
weight management tools.  HealtheTech's product line includes
hardware and software that allow consumers to monitor their health
and nutrition simply and easily.  The company's common stock is
traded on the Nasdaq National Market under the symbol "HETC."  For
more information, please visit http://www.healthetech.com/

                          *    *    *

               Liquidity and Capital Resources

In its most recent Form 10-Q filed with the Securities and
Exchange Commission, HealtheTech Inc., reported:

"Unrestricted cash, cash equivalents and short-term investments
totaled $8.7 million at September 30, 2003. Cash used in operating
activities was $14.1 million in the nine months ended
September 30, 2003 compared to $6.3 million in the comparable
period of 2002. The increase in usage reflects expenditures for
supporting an advertising and awareness campaign to support the
launch of our BalanceLog software in the mass-market retail
channel earlier in the year, severance payments to employees whose
jobs were eliminated as part of our company-wide cost reduction
program in the second quarter of 2003, and an $0.8 million payment
to our contract manufacturer for excess raw materials reserved in
previous years. The increase was offset primarily by a reduction
in our accounts receivable and prepaid expenses and a $0.9 million
customer deposit that will be refunded in the fourth quarter of
2003.

"Cash provided by investing activities was $5.9 million in the
nine months ended September 30, 2003, an increase of $7.9 million
from the comparable period of the prior year, primarily due to the
redemption of marketable equity securities and the release of a
cash collateral restriction on a letter of credit securing an
office building lease. These provisions are offset by minimal
purchases of capital and intangible assets.

"Cash flows from financing activities were $0.1 million in the
nine months ended September 30, 2003, a decrease of $28.0 million
from the comparable period of the prior year. Net cash from
financing activities for the nine months ended September 30, 2003
primarily reflects proceeds from the sale of equity securities
from our employee stock purchase plan and exercise of stock
options. Net cash from financing activities for the nine months
ended September 30, 2002 primarily reflects proceeds from the sale
of equity securities from our initial public offering and exercise
of stock options.

"We have no long-term debt. Stockholders' equity at September 30,
2003 was $13.5 million. We expect to continue to modestly invest
in sales and marketing programs and research and development. We
do not expect significant additions to property and equipment in
the near term. In May 2003, we entered into a $4.0 million
receivable-based line of credit with a large bank. Advances under
the line of credit are available to us pursuant to a borrowing-
base formula and subject to the maintenance of certain financial
covenants and other terms and conditions. Amounts outstanding
under the line of credit are due one year from the execution of
the agreement. As of September 30, 2003, there are no amounts
outstanding under the line of credit. The amount of available
credit under the line approximates $0.4 million at September 30,
2003.

"We do not believe our current cash, investments and cash
generated from operations is sufficient to fund our operations and
working capital needs through 2004 without obtaining additional
financing or significantly contracting the scope of our current
operations. We have initiated a process to obtain additional
capital, and we received initial commitments for the purchase of
$9.2 million of newly issued common stock and warrants in a
private placement from a group of accredited investors, subject to
shareholder approval and other closing conditions, including our
securing commitments for the purchase of common stock and warrants
in connection with the private placement representing aggregate
gross proceeds of at least $10 million. We anticipate a total
financing raise of $10 million to $14 million and expect the
closing of this financing to occur by the end of January 2004. We
believe that this additional capital would meet our operating and
capital needs through 2004. We cannot assure you that our
stockholders will approve the transaction, or that our current
estimates and assumptions of timing will remain unchanged. If, as
of January 2004, a sufficient financing or corporate partnering
transaction is not reasonably assured, we will be required to
significantly scale back our operations and reduce all
discretionary spending. In addition, if we do not consummate the
financing transaction, we would be forced to immediately consider
other financing or strategic alternatives and consider selling
some or all of our assets. We believe that the execution of such
actions would adversely impact our ability to generate increased
revenue.

"To the extent we raise additional capital by issuing equity
securities, our stockholders would at that time experience
substantial dilution."


HOLLINGER INT'L: KPMG Continues Professional Ties with Company
--------------------------------------------------------------
In response to inquiries from the media, Hollinger International,
Inc. (NYSE: HLR) confirmed that KPMG LLP is continuing in its role
as auditor for the Company.

Hollinger International said that it appreciated KPMG's
recognition of the remedial actions the Company had taken,
including changes to management, which strengthened Hollinger
International's governance for the benefit of investors and the
capital markets.

Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

The company's September 30, 2003, balance sheet discloses a
working capital deficit of about $293 million.


IMAGING TECH.: September Balance Sheet Upside Down by $110 Mill.
----------------------------------------------------------------
Imaging Technologies Corporation's unaudited consolidated
financial statements have been prepared assuming that the Company
will continue as a going concern. For the three months ended
September 30, 2003, the Company had a net loss of $2,353,000. As
of September 30,  2003, the Company had a negative working capital
deficiency of $30,139,000 and had a shareholders' deficiency of
$110,132,000. In addition, the Company is in default on certain
note payable obligations and is being sued by numerous trade
creditors for  nonpayment of amounts due.  The Company is also
deficient in its payments relating to payroll tax liabilities.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

The Company's revenues were $4,886,000 and $1,016,000 for the
three-month period ended September 30, 2003 and 2002,
respectively, an increase of $3,870,000 or 381%.  The  increase in
revenues was due primarily to the increase in the Company's PEO
customer base and the addition of temporary staffing operations
that began on September 1, 2003. Since the acquisition of SOG,
Imaging Technologies has lost several customers, primarily due  to
changes in rates for services, especially workers' compensation
insurance.  Additionally, the Company elected to terminate certain
customers due to profitability  concerns.  New customers,
particularly related to ExpertHR, a wholly-owned subsidiary  of
Greenland, have been acquired, and more are anticipated pursuant
to signed agreements, which the Company expects will contribute to
increased revenues in the current fiscal  year.

PEO revenues for the three-month period ended September 30, 2003
and 2002 were  $3,952,000 and $392,000, respectively, an increase
of $3,560,000, or 908%. The increase  in revenues was due
primarily to the increase in PEO customer base and the acquisition
of Greenland Corporation in January 2003.

On September 1, 2003, the Company hired certain employees who had
previously worked in  the temporary staffing business. As a
result, these new employees were able to bring to the Company
their books of business, which resulted in revenues of $767,000
since the date of their hire.

Sales of imaging products were $131,000 and $486,000 for the three
month period ended  September 30, 2003 and 2002, respectively, a
decrease of $355,000, or 73%.  The  decrease in product sales was
due to the suspension of sales and marketing activities
associated with the resale of office products, including copiers,
printers, and network  solutions.  The Company plans to further
evaluate its position related to product sales  and marketing.

Revenue from software sales, licensing fees and royalties were
$36,000 and $138,000 for  the three-month period ended September
30, 2003 and 2002 respectively, a decrease of $102,000, or 74%.
The reduction in software revenues was due to the Company's lack
of sufficient working capital to support sales and marketing
activities.  Royalties from  the licensing of ColorBlind source
code are insignificant and are reported as part of  software
sales.

Royalties and licensing fees vary from quarter to quarter and are
dependent on the  sales of products sold by OEM customers using
ITEC technologies. These revenues,  however, continue to decline,
and are expected to decline in the future due to Imaging
Technologies' focus on imaging product sales and its PEO
operations as opposed to  technology licensing activities.

Cost of PEO services  ere $3,151,000 (80% of PEO revenues) and
$142,000 (36% of PEO  revenues) for the three-month period ended
September 30, 2003 and 2002, respectively.  The decrease in gross
profit is due primarily to increased costs of workers'
compensation insurance premiums, which could not be passed on to
Company clients.

Cost of temporary staffing was $693,000 (90% of temporary staffing
revenue). There were no such revenues in the prior-year period.

Cost of products sold were $83,000 (63% of product sales) and
$235,000 (48% of product sales) for the three-month period ended
September 30, 2003 and 2002, respectively.  The  decrease in
margins is  due primarily to the substantial reduction in product
sales for  the reported periods as a result of the suspension of
sales and marketing activities  associated with the resale of
office products, including copiers, printers, and network
solutions.

Cost of software, licenses and royalties were $3,000 (15% of
associated revenues) and  $21,000 (15% of associated revenues) for
the three-month period ended September 30,  2003 and 2002,
respectively.

Selling, general and administrative expenses have consisted
primarily of salaries and commissions of sales and marketing
personnel, salaries and related costs for general corporate
functions, including finance, accounting, facilities and legal,
advertising  and other marketing related expenses, and fees for
professional  services.

Selling, general and administrative expenses for the three-month
period ended September 30, 2003 and 2002, respectively, were
$3,005,000 and $2,053,000 an increase of $952,000,  or 46%.  The
increase is due to the acquisition of Greenland and QPI, and the
increased overhead associated with operating a larger company.

There were no costs incurred for research and development in the
three months ended  September 30, 2003 and 2002.

The Company has been reducing its research and development costs
during the past several quarters.  It has suspended most of its
engineering and licensing activities  associated with OEM printer
products and has re-directed its research and development  costs
toward the support of its ColorBlind software products.

Interest and financing costs were $235,000 and $621,000 for the
three months ended  September 30, 2003 and 2002, respectively. The
decrease is a reduction in beneficial  conversions of the
Company's convertible debt compared to the year-earlier period.

                LIQUIDITY AND CAPITAL  RESOURCES

Historically, the Company has financed its operations primarily
through cash generated  from operations, debt financing, and from
the sale of equity securities.  Additionally,  in order to
facilitate its growth and future liquidity, the Company has made
some  strategic acquisitions.

As a result of some of the Company's financing activities, there
has been a significant  increase in the number of issued and
outstanding shares. During the three-month period  ended September
30, 2003, the Company issued an additional 84,152,447 shares.
These  shares of common stock were issued primarily for corporate
expenses in lieu of cash,  and for the exercise of warrants.

As of September 30, 2003, the Company had negative working capital
of $30,232,000, a  decrease in working capital of approximately
$1,786,000 as compared to June 30, 2003, due primarily to the net
loss in the quarterly period ended September 30, 2003.

Net cash used in operating activities was $465,000 for the three
month period ended  September 30, 2003 as compared to $121,000 for
the three months ended September 30,  2002, an increase of
$344,000, or 284%, due primarily to the suspension of the
Company's business and the additional cash requirements.

Cash used in investing activities was $124,000 for the three month
period ended September 30, 2003, an increase of $124,000 (100%)
from the year-earlier period.

Imaging Technologies has no material commitments for capital
expenditures.  Its 5% convertible preferred stock (which ranks
prior to ITEC's common stock), carries cumulative dividends, when
and as declared, at an annual rate of $50.00 per share.  The
aggregate amount of such dividends in arrears at September 30,
2003, was approximately $387,000.

The Company's capital requirements depend on numerous factors,
including market acceptance of its products and services, the
resources it devotes to marketing and  selling its products and
services, and other factors.


IMC GLOBAL: Closes Sale of Port Sutton Terminal to Kinder Morgan
----------------------------------------------------------------
IMC Global Inc. (NYSE: IGL) announced that its IMC Phosphates
Company has completed the sale of its Port Sutton marine terminal
in East Tampa, Florida to a subsidiary of Kinder Morgan Energy
Partners, L.P. (NYSE: KMP) for gross cash proceeds of $23.3
million.

Noting the divestiture continues a program to monetize non-core
assets and implement cost avoidance measures, IMC Global said
proceeds will be applied to reduce debt while its operating costs
for using Port Sutton will be lowered.

Kinder Morgan, with expertise in managing port and shipping
facilities, will operate Port Sutton while IMC, under a long-term
contract, maintains full access to the terminal's handling and
storage capabilities for its concentrated phosphates and animal
feed products.  IMC also retains a preexisting lease from a third
party for the terminal's 50,000-ton anhydrous ammonia handling
facility.

Originally owned and operated since 1965 by IMC Global's
predecessor company, International Minerals & Chemical
Corporation, Port Sutton occupies 114 acres south of the Port of
Tampa and includes two ship berths, one ship loader and a 50,000-
ton ammonia storage tank.

With 2002 revenues of $2.1 billion, IMC Global (S&P, B+ Corporate
Credit Rating, Stable) is the world's largest producer and
marketer of concentrated phosphates and potash crop nutrients for
the agricultural industry and a leading global provider of feed
ingredients for the animal nutrition industry.  For more
information, visit IMC Global's Web site at
http://www.imcglobal.com/


IMPERIAL HOME: Wallpaper Maker Files Chapter 22 Cases in Delaware
-----------------------------------------------------------------
"Notwithstanding the implementation of new business strategies and
the restructuring efforts taken during and after [one trip through
a chapter 11 restructuring], the Debtors' businesses have not
overcome market difficulties and have not returned to
profitability," Daniel M. Behrendt, Imperial Home D,cor Group
Holdings., Inc.'s Senior Vice President, Chief Financial Officer
and Treasurer tells the U.S. Bankruptcy Court for the District of
Delaware.  Moreover, the company's been in default under its bank
loan for some time and has been operating on a day-to-day basis
under the terms of a Forbearance Agreement with the Secured
Lenders.  As a result, the Company and its subsidiaries filed for
chapter 11 protection a second time Saturday afternoon.

Imperial produces residential wallcoverings and other home decor
products like stencils and self-stick wall art.  Imperial's
products are sold at retail outlets like The Home Depot, Kmart,
and Sherwin Williams stores.  In 2002, Imperial's sales topped
$200 million.  Imperial hired Brown Gibbons Lang & Company, L.P.,
about a year ago to talk about a debt refinancing plan.  Those
talks fell apart as sales revenues continued to fall.

Bank of America and Fleet Capital Corp. are Imperial's Secured
Lenders, owed approximately $8.9 million at this time.  The
Debtors propose to roll the prepetition loan into a $12 million
DIP Facility to provide 90 more days of working capital financing.

Imperial intends to sell its assets in a Sec. 363 Sale Process
without delay.  The Company has proposed uniform bidding
procedures and asks the Bankruptcy Court to approve them as
quickly as possible.  To preserve the value of the estate until
that sale can be completed, the Debtors bring a typical package of
First Day Motions to the Bankruptcy Court seeking approval to
honor prepetition obligations to their employees (including
continuation of a $650,000 Key Employee Retention Plan) and pay
select critical vendor claims.

McDonald Hopkins Co, LPA serves as lead counsel to Imperial and
Werb & Sullivan serves as local counsel.  SSG Capital Advisors,
L.P. is providing the company with investment banking services.
Robert J. Glendon at The Recovery Group serves as the Company's
restructuring consultant.  Trumbull's been hired as the official
claims and noticing agent.


IMPERIAL HOME: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Imperial Home Decor Group, Inc.
             23645 Mercantile Rd.
             Cleveland, Ohio 44122

Bankruptcy Case No.: 03-13899

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                       Case No.
     ------                                       --------
     Imperial Home Decor Group Holdings, Inc.     03-13898
     Imperial Home Decor Group Management, Inc.   03-13900
     Vernon Plastics, Inc.                        03-13901

Type of Business: The Debtor is a manufacturer and distributor of
                  home and commercial wall-coverings. The Company
                  also provides online wall-covering information
                  sales services. Products and services are sold
                  to multiple industries. See http://www.ihdg.com
                  for more information on the Company.

Chapter 11 Petition Date: December 27, 2003

Court: District of Delaware (Delaware)

Debtors' Counsel: Duane David Werb, Esq.
                  Werb & Sullivan
                  300 Delaware Avenue
                  10th Floor
                  Wilmington, DE 19801
                  Tel: 302 652-1100
                  Fax: 302-652-1111

                             Total Assets       Total Debts
                             ------------       -----------
Imperial Home Decor Group,   $50 M to $100 M    $50 M to $100 M
  Inc.
Imperial Home Decor Group    $0 to $50,000      $0 to $50,000
  Holdings, Inc.
Imperial Home Decor Group    $10 M to $50 M     $0 to $50,000
  Management, Inc.
Vernon Plastics, Inc.        $500,000 to $1 M   $1 M to $10 M

A. Imperial Home Decor Group's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
GE Capital Corporation        Equipment Lease           $472,034
1787 Sentry Parkway West
16 Sentry Park/West Ste 200
Blue Bell, PA 19422

Grafika Commercial Printing   Trade Debt                $218,092

Modern International          Trade Debt                $202,960
Graphics

UPS Supply Chain Solutions    Freight/Customs           $169,919
Inc.

FOLIA                         Trade Debt                $138,718

Eastern Display Group         Trade Debt                $131,068

Meredith Corporation          Trade Debt                $129,939

Ontario Wallcoverings         Trade Debt                $122,271

AG Industries Inc.            Trade Debt                $121,919

Kravet Fabrics, Inc.          Trade Debt                 $98,354

The Shamrock Companies, Inc.  Trade Debt                 $96,922

Raymond Waites                Trade Debt                 $91,096

Pro Marketing Inc.            Trade Debt                 $85,694

George Schmitt & Company      Trade Debt                 $81,091

Sprint                        Phone services             $72,245

Warner Bros. Consumer         Trade Debt                 $61,860

Smurfit-Stone                 Trade Debt                 $43,902

MTV Networks                  Trade Debt                 $40,713

Norstan Communications        Phone Equipment Lease      $36,994

Dan Klores Communications     Trade Debt                 $34,789

B. Vernon Plastics' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Formosa Plastics Corp.        Trade Debt                $803,963
9 Peachtree Hill Rd.
Livingston, NJ 07039

Exxon Chemical Americas       Trade Debt                $619,390
13501 Katy Freeway
Houston, TX 77079

Penn Color, Inc.              Trade Debt                $309,951

Baerlocher USA, LLC           Trade Debt                $155,800

Ashland Chemical Co.          Trade Debt                 $92,546

Knowlton                      Trade Debt                 $70,861

Kaneka Texas Corp.            Trade Debt                 $66,245

Teknor Apex Company           Trade Debt                 $48,084

Highland Industries, Inc.     Trade Debt                 $46,895

Foss Manufacturing Co.        Trade Debt                 $44,806

Pan Technology                Trade Debt                 $36,752

Triac Ind., Inc.              Trade Debt                 $35,186

Colorite Specialty Resins     Trade Debt                 $33,491

Burlington Bio-Medical        Trade Debt                 $29,841

MMS                           Trade Debt                 $27,500

BASF Corporation              Trade Debt                 $26,070

NPP-Lawrence                  Trade Debt                 $23,665

Great Northern Corp.          Trade Debt                 $20,370

Pacific Paper Products, Inc.  Trade Debt                 $20,155

OMYA Inc.                     Trade Debt                 $19,895


INTRAWEST INC: Will Divide Keystone Partnership Assets with Vail
----------------------------------------------------------------
Intrawest Corporation, the world's leading operator and developer
of village-centered resorts, reached an amicable agreement with
Vail Resorts to divide the remaining developable assets, to
liquidate remaining partnership inventory, and ultimately to
dissolve the Keystone Development Partnership formally known as
Keystone/Intrawest, L.L.C.

Under the agreement, Vail Resorts and Intrawest will each receive
parcels of developable land in the resort while Vail Resorts will
also assume control of the partnership's existing commercial
properties. Unsold standing inventory will remain in the
partnership and proceeds of the sales of these condominium units
will be distributed to the partners as sales occur. The
partnership will be dissolved once the existing inventory has been
sold.

The Keystone partnership was originally formed between Intrawest
and then Keystone owner, Ralston Purina, in 1993.

On signing the agreement, Vail Resorts dropped a lawsuit filed in
2002 after Intrawest assumed control of Winter Park Resort.

Intrawest Corporation (IDR:NYSE; ITW:TSX) (S&P, BB- Long-Term
Corporate Credit Rating, Positive Outlook) is the world's leading
developer and operator of village-centered resorts. The company
owns or controls 10 mountain resorts, including Whistler
Blackcomb, North America's most popular mountain resort. Intrawest
also owns Sandestin Golf and Beach Resort in Florida and has a
premier vacation ownership business, Club Intrawest. The Company
is developing additional resort villages at six resorts in North
America and Europe. The Company has a 45 per cent interest in
Alpine Helicopters Ltd., owner of Canadian Mountain Holidays, the
largest heli-skiing operation in the world. Intrawest is
headquartered in Vancouver, British Columbia and is located on the
World Wide Web at http://www.intrawest.com/


IT GROUP: Court Fixes January 15, 2004 as Admin. Claims Bar Date
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of The IT Group
Debtors sought and obtained Judge Walrath's approval to fix
January 15, 2003 as the initial Bar Date to file claims for
administrative costs or expenses arising, accruing or otherwise
becoming due and payable on and between January 16, 2002 and
November 15, 2003, including claims entitled to priority in
accordance with Sections 503(b) and 507(a) of the Bankruptcy Code.

The Administrative Bar Date would allow Administrative Expense
Claim holders 45 days, after notice is provided by the claims
agent, to assert their claims in the Debtors' Chapter 11 cases.

Five categories of Administrative Expense Claim holders are to be
excluded from filing a Claim, by the Administrative Bar Date:

   (a) Any person or entity that holds an Administrative Expense
       Claim that has been allowed by a Court order entered on or
       before the Administrative Bar Date;

   (b) Any Administrative Expense Claim which arose, accrued, or
       otherwise becomes due and payable subsequent to the
       Administrative Bar Date;

   (c) Any holder of an Administrative Expense Claim who, prior
       to the Administrative Bar Date filed a proof of
       Administrative Expense Claim with the Clerk of the
       Bankruptcy Court;

   (d) Any Administrative Expense Claim held by the Office of the
       U.S. Trustee under Section 1930(a)(6) of the Judiciary
       Procedures Code; and

   (e) Any professionals retained by the Debtors or the Committee
       under Court order pursuant to Sections 327, 328 or 1103 of
       the Bankruptcy Code.

The Committee, with the assistance of its counsel, claims agent
or its claims specialist, will be responsible for issuing a
notice of the Administrative Bar Date, as well as administering,
docketing and cataloguing all claims that are received.

The Court directs all potential claimants to file Administrative
Expense Claims on or before January 15, 2004, at 4:00 p.m., with:

   -- the Clerk of the Bankruptcy Court
      District of Delaware,
      824 Market Street, 3rd Floor,
      Wilmington, Delaware 19801; and

   -- Alix Partners LLC
      2100 McKinney Avenue, suite 800
      Dallas, Texas 75201. (IT Group Bankruptcy News, Issue No.
      37; Bankruptcy Creditors' Service, Inc., 215/945-7000)


J.A. JONES: VT Griffin Services Acquires Contracts from Debtor
--------------------------------------------------------------
VT Griffin Services, a subsidiary of the VT Group, a UK-based
support services and shipbuilding company, has expanded its United
States Government contract base by acquiring 10 key contracts held
by J.A. Jones Services Group with revenue in excess of $100
million annually.

J.A. Jones Services Group filed for Chapter 11 Bankruptcy on
October 29, 2003.

VT Griffin Services' $18 million offer was approved by the
Bankruptcy Court on December 22, 2003 with contract turnover to VT
Griffin Services' to take place no later than January 31, 2004.

VT Group Chief Executive Paul Lester commented, "The development
of VT Group's business in the US support services market builds on
the expertise that we have established as a leading provider of
support for the UK military. We believe that the US offers major
potential for expansion and, through organic growth and
acquisition, we aim to grow the business to annual revenues of
$500 million during the next five years. The J.A. Jones purchase
is an important milestone in that progress."

VT Griffin Services Executive Chairman Jim Griffin added, "We are
delighted to acquire these prestigious contracts. J.A. Jones
Services has an excellent reputation as a provider of quality
service in our industry and we plan to build upon that tradition."

The purchase includes seven US Navy contracts, the largest of
which is the ten-year Base Support contract for the Navy nuclear
submarine base at Kings Bay, Georgia. Other contracts purchased
include Center Operations and Maintenance Services for the Federal
Aviation Administration Technical Center, Atlantic City New
Jersey; and the Navy Facilities Management Contract, based in
California, which covers facilities services in four states.

Griffin Services was founded in 1982 by Executive Chairman James
J. Griffin and will employ over 2500 people in the United States
with this acquisition. VT Group is an international Government
services provider divided into two businesses - support services
and shipbuilding. Together, these activities employ 10,000 people
with annual revenue approximately GBP600 million ($1 billion).

VT Griffin Services is a focused provider of base operations
support and facility management services primarily to the
Department of Defense. The Company is based in Atlanta, GA, and
became part of the VT Group in December 2001.

VT Group is an international Government services provider. The
Group is divided into two businesses - support services and
shipbuilding. Together, these activities employ 10,000 people.
Revenue is approximately $1bn.

VT Support Services - comprising activities in both the military
and public sectors - now accounts for over two thirds of annual
revenue. Military support includes training, platform and
equipment maintenance and facilities management, while services
for the public sector focus on training and education, careers
guidance, and secure communications.


KAISER ALUMINUM: Asks Court to Enforce Stay on Kaiser Group
-----------------------------------------------------------
Kaiser Group International analyzed the statute of limitations
and choice of laws that may apply to their claims against
Travelers Group International, Inc.  The analysis establishes
that, under all of the possible choices of law that may
ultimately be found to govern the Travelers' litigation claims,
on or more of the claims may now lie outside the applicable
statute of limitations.  In the event that the Court denies
Kaiser Group's request to enforce the automatic stay pending
appeal, and requires the dismissal of the Kaiser Group Adversary,
Kaiser Group's claims would be time-barred by operation of law in
the jurisdictions implicated in the analysis.  Given the across
the board prejudice that Kaiser Group's choice of law analysis
establishes, a conclusive determination of exactly which
jurisdiction's law controls is not necessary.

Donald J. Detweiler, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, offers an overview of the statutes of limitations that
may apply to those claims for each of the jurisdictions
implicated in the choice of law analysis and an assessment of the
impact of the limitations on the Kaiser Group Adversary if the
Stay Pending Appeal is not granted.

The Travelers Litigation arises from Travelers' failure to pay a
premium refund due and owing, if at all, to Kaiser Group under a
builder's risk policy as part of Kaiser Group's work at the
Gramercy Facility.  Mr. Detweiler explains that the Builder's
Risk Policy does not contain an express choice of law provision.
While it is not necessary at this stage to engage in a full-blown
conflict of law analysis to determine exactly which forum's law
governs, a brief review of the relevant history suggests that
Kaiser Group will suffer substantial prejudice if the statute of
limitations from any of the jurisdictions is applied to Kaiser
Group's conversion claims against it.

Mr. Detweiler points out that Kaiser Group is a Delaware
corporation.  Travelers is organized under the laws of
Connecticut.  Kaiser Group does business in Fairfax, Virginia.
The Binder on the Builder's Risk Policy and invoice for the
insurance were issued to Kaiser Group at its Fairfax address.
Kaiser Group forwarded the invoice for the insurance to the
Kaiser Aluminum Debtors at their Baton Rouge, Louisiana address.
The payment on the invoice to the Debtors for the insurance was to
be sent to Kaiser Group at its Baltimore, Maryland address.  In
addition, the project for which the Policy was issued was located
in Gramercy, Louisiana.  Negotiations leading to the purchase of
the Policy were held in Richmond, Virginia.

In view of these, Mr. Detweiler asserts that Connecticut,
Delaware, Louisiana, or Virginia law may apply to Kaiser Group's
claims against Travelers.

The statues of limitations that apply to a breach of contract or
tort claim in each of the jurisdictions are:

   State               Contract                   Tort
   -----          ------------------       --------------------
   Delaware       3 Years (10 Del.C.       2/3 Years (10 Del.C.
                  Section 8106)            Sections 8106, 8119)

   Connecticut    6 Years (CT ST           3 Years (CT ST
                  Section 52-576)          Section 52-577)

   Virginia       5 Years (VA ST           2/5 Years (VA ST
                  Section 8.01-246)        Section 8.01-243)

   Louisiana      10 Years (La-C.C.        1 Year (La-C.C. art.
                  art. 3499)               3492)

The Bankruptcy Code does not contain a statute of limitations for
turnover actions.  Mr. Detweiler, however, notes that in Henry
Pope, III, Trustee v. Larry Clark, Alberta Clark and Tony Cherry
(In re Larry Clark), 274 B.R. 127, 134 (Bankr. W.D.Pa 2002):
citing In re Midway Airlines, Inc., 221 B.R. 411, 458 (Bankr.
N.D.Ill. 1998), and in Ira S. Greene v. Sydney Schmukler (In re
John DeBerry), 59 B.R. 891 (Bankr. E.D.N.Y. 1986), turnover
actions should be commenced within a reasonable period of time.

"It is undisputed that [Kaiser Group] cancelled the Builder's
Risk Policy on or about August 18, 2000," Mr. Detweiler says.

Notwithstanding the cancellation of the Policy before its
expiration -- a fact the Debtors concede -- Travelers did not
refund any premium to Kaiser Group.  By the Travelers Litigation,
Kaiser Group seeks all unearned premium due and owing it under
the Policy.  Consequently, the Court's failure to grant a stay
pending appeal will prejudice Kaiser Group's claims against
Travelers.

                        Debtors Respond

Rebecca L. Booth, Esq., at Richards, Layton & Finger, relates
that as an initial matter, it is significant that Kaiser Group's
claims will be time barred as a result of the dismissal of the
Kaiser Group Adversary only if there is an applicable statute of
limitation that had not yet expired when Kaiser Group filed the
Adversary Proceeding on July 23, 2003, but since that time has
expired.  If the applicable statute of limitation has not yet
expired, the dismissal of the Kaiser Group Adversary will result
in no prejudice to Kaiser Group because Kaiser Group can
intervene and assert its claims in the Debtors' lawsuit against
Monument Select Insurance Company, which involves the identical
facts and issue at the Kaiser Group Adversary and is currently
pending before the Delaware District Court.

Ms. Booth notes that Kaiser Group presents an array of statutes
of limitations from four different states that might apply to its
claims.  Kaiser Group summarily asserts that these numerous
statutes establish "across the board prejudice."  Kaiser Group,
however, makes no attempt at all to specifically apply the facts
to the law to establish that any of these particular statutes
actually ran during the last five months.  Of all the statutes
cited only the Delaware statute of limitation for breach of
contract could even arguably have ran during the applicable five-
month period.  Moreover, in Kaiser Group's opening appellate
brief filed with the Delaware District Court and its opposition
to the Debtors' request to intervene in the Kaiser Group
Adversary that Louisiana law applies in determining Kaiser
Groups' purported right to the unearned premiums, Kaiser Group's
assertion that Delaware law could possibly apply is:

   (a) based solely on Kaiser Group's state of incorporation --
       although Kaiser Engineers, Inc., not Kaiser Group, was the
       party to the insurance contract;

   (b) incorrect based on the application of well-accepted
       principles of conflict of laws; and

   (c) completely inconsistent with Kaiser Group's position in
       its other pleadings.

Ms. Booth contends that under even a rudimentary application of
fact to law, it is clear that consistent with Kaiser Group's
position in all of its other pleadings, Louisiana law governs
Kaiser Group's claims.  It is well established that, absent a
choice of law provision, the parties' rights and duties with
respect to an issue in a contract are determined by the local law
of the state, which has the most significant relationship to the
transaction.

Ms. Booth also points out that Section 193 of the Restatement
(Second) of Conflict of Laws provides that the "validity of
contract of fire, surety or casualty insurance and rights created
thereby are determined by the local law of the state which the
parties understood was to be the principle location of the
insured risk during the term of the policy. . . ."  Therefore,
there is no question that the principle location of insured risk,
and the locus with the greatest interest in the claims is
Louisiana.  Kaiser Group's claims arise from a policy that was
issued in connection with the construction project at the
Debtors' refinery in Gramercy, Louisiana in which Kaiser
Engineers were the construction manager.  Kaiser Engineers
contracted Louisiana-based Travelers, for the express purposes of
insuring risk for the construction project in Louisiana.

Ms. Booth tells the Court that consistent with Kaiser Group's
prior legal arguments regarding its purported right to the
unearned premiums, Louisiana law governs the issues raised in the
Kaiser Group Adversary.  As cited by Kaiser Group, the applicable
Louisiana statute of limitation periods for breach of contract is
10 years and tort claims is one year.  Hence, Ms. Booth says,
there is no question that the dismissal of the Kaiser Group
Adversary will not prejudice its ability to re-assert its claims.

Consequently, the Debtors ask the Court to deny Kaiser Group's
request. (Kaiser Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LES BOUTIQUES: Third-Quarter Net Loss Balloons to $43 Million
-------------------------------------------------------------
Following its filing for and receipt of protection under the
Companies' Creditors Arrangement Act, Les Boutiques San Francisco
Incorporees (TSX: SF.A and SF.B) announced its results for the
third quarter ended November 1, 2003, indicating among other
things, a write-off of $38.2 million principally related to the
Les Ailes de la Mode store in downtown Montreal.

"It was based on these anticipated results that we asked for and
obtained the protection of the Court to prepare a major
restructuring plan, a step that I found essential after taking on
the management of the Company," said Sylvain Toutant, President
and Chief Executive Officer.

                     Third Quarter Results

Net sales for the third quarter amounted to $43.4 million compared
to $72.0 million recorded in the same period a year earlier. The
decline in sales was principally due to the closing earlier in the
year of the Les Ailes de la Mode store at the Bayshore Centre in
Ottawa and to the sale of the Company's unprofitable banners:
Frisco, L'Officiel and West Coast. Early in the third quarter, the
Company also closed seven Bikini Village boutiques.

The Company recorded a loss of $43.1 million before taxes and non-
controlling interest for the third quarter of the current fiscal
year, compared to a loss of $1 million for the third quarter ended
November 2, 2002. The net loss for the third quarter is $43.2
million compared to a net loss of $839,000 in the third quarter of
2002, representing a loss per share of $3.55, compared to a per-
share loss of $0.08 for the same period last year.

For the nine-month period ended November 1, 2003, net corporate
sales amounted to $147.1 million, compared to $191.1 million for
the first nine months of 2002. The Company recorded a net loss of
$43.9 million ($3.63 per share) for the nine-month period ended
November 1, 2003, compared to a net loss of $1.4 million ($0.14
per share) for the period ended November 2, 2002.

               Changes to the Board of Directors

Mr. Paul-Andre Guillote has resigned as a member of the Board of
Directors and as chairman of the Audit Committee. Mr. Gaetan
Frigon replaces Mr. Guillote as Chairman of the Audit Committee.

San Francisco Group operates 117 stores, located in Quebec and
Ontario grouped under four banners, all aimed at targeting
different market segments. The Company also operates Les Ailes de
la Mode, a chain of four large specialized stores.

At November 1, 2003, the Company's balance sheet shows a working
capital deficit of about $18 million and a total shareholders'
equity deficit of about $433,000.

             CREDITOR PROTECTION AND RESTRUCTURING

On December 17, 2003, Les Boutiques San Francisco Incorporees and
its subsidiaries, Les Ailes de la Mode Incorporees and Les
Editions San Francisco Incorporees, filed for and obtained an
order from the Superior Court of Quebec providing protection from
creditors under the Companies' Creditors Arrangement Act (CCAA).
The CCAA order allows the Corporation to continue operating as it
attempts to develop a restructuring plan. The Corporation expects
to continue operating with the assistance of the Court appointed
Monitor and under the provisions of the CCAA Order. The Company is
working to restructure its operations and expects to propose to
its creditors a plan of arrangement, which would be submitted to
the Court for confirmation after the receipt of the required votes
of creditors.


LDM TECH: Plastech's Planned Acquisition Spurs S&P's Pos. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and senior secured bank loan ratings and 'CCC' subordinated
debt rating on Auburn Hills, Michigan-based LDM Technologies Inc.
on CreditWatch with positive implications. The actions reflect
Plastech Engineered Products' (unrated) announcement that it has
entered into a definitive agreement to acquire LDM Technologies.

"Although the terms of the transaction have not been disclosed,
the ratings action reflects our expectation that the combined
entity could have a stronger financial profile should the merger
be completed as planned," said Standard & Poor's credit analyst
Linli Chee.

The transaction is expected to close in February 2004, subject to
regulatory approval.

LDM supplies plastic instrument panel and interior components,
exterior trim components, and under-the-hood components to North
American automotive original equipment manufacturers.


LEAP WIRELESS: Default on Current Long-Term Financing Agreements
----------------------------------------------------------------
Leap Wireless International, Inc., a Delaware corporation,
together with its wholly owned subsidiaries, is a wireless
communications carrier that offers digital wireless service in the
United States under the brand "Cricket". Leap Wireless
International, Inc. conducts operations through its subsidiaries.

Leap has no independent operations or sources of operating revenue
other than through dividends, if any, from its operating
subsidiaries. Cricket service is operated by the Company's wholly
owned subsidiary, Cricket Communications, Inc., a wholly owned
subsidiary of Cricket Communications Holdings, Inc. Cricket and
the related subsidiaries of Leap and Cricket that hold ssets that
are used in the Cricket business or that hold assets pledged under
Cricket's senior secured vendor credit facilities are collectively
referred to herein as the "Cricket" companies. As of September 30,
2003, the Company provided wireless service in 39 markets.

On April 13, 2003, Leap, Cricket and substantially all of their
subsidiaries filed voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of California (jointly
administered as Case Nos. 03-03470-All to 03-03535-All). These
entities comprise substantially all of the operations of the
Company. Each of the debtors continues to manage its properties
and operate its business as a "debtor-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with
Sections 1107(a) and 1108 of Chapter 11.

At September 30, 2003, customers of the Company's Cricket service
were approximately 1,478,000, compared to approximately 1,497,000
at September 30, 2002. During the three months ended September 30,
2003, gross and net customer additions were approximately 215,000
and 18,000, respectively. At September 30, 2003, the total
potential customer base covered under its 39 operating markets was
approximately 25.4 million.

During the three months ended June 30, 2003, the quarter in which
Leap, Cricket and substantially all of their subsidiaries filed
voluntary petitions for relief under Chapter 11, the Company
experienced a net decline in the number of Cricket customers of
approximately 54,000. Previously, the Company had never
experienced a decline in total customers from one quarter to
another. Management believes that this decline was due in part to
the uncertainty caused by the announcement of filing for
bankruptcy protection and the anticipated restructuring. The
effect of these events was compounded by a significant reduction
in Company advertising campaigns during the first quarter of 2003
pending the bankruptcy filings.

During the three months ended September 30, 2003, the Company
added approximately 18,000 net customers and expects the number of
net customer additions to increase over the next 12 months as the
Company continues to make progress toward emerging from Chapter
11, and increase its advertising campaigns and promotions.
However, the effect of the Chapter 11 filings, coupled with the
highly competitive marketplace and the uncertainties surrounding
the effects of number portability (which will allow customers to
maintain their existing telephone number when switching to another
telecommunications provider), have adversely affected Leap's
ability to predict customer growth, so it cannot assure  that net
customer additions will increase. In addition, if the Company does
not continue to move toward a timely emergence from bankruptcy, it
may not be able to increase net customer additions.

During the three and nine months ended September 30, 2003, service
revenues increased $17.3 million and $67.9 million, respectively,
and equipment revenues increased $20.4 million and $47.9 million,
respectively, compared to the corresponding periods of the prior
year. The increase in service revenues related to the launch of a
new service plan in August 2002 that bundles caller ID, call
waiting, three-way calling, 500 minutes of available long distance
and virtually unlimited local service for a fixed monthly fee to
more effectively compete with other telecommunications providers.
Since its launch, this service plan has represented a significant
portion of gross customer additions, which has increased the
Company's average revenue per subscriber.

On November 17, 2003, Leap introduced three new service plans
designed to highlight the value offered to customers and to make
the selection of wireless service as simple and understandable as
possible to customers. One of these new plans is similar to the
plan launched in August 2002; it provides virtually unlimited
local service, multiple calling features and up to 1,000 minutes
of available long distance per month. The increase in equipment
revenues is primarily due to fewer rebates offered on handset
prices and a change in billing practices wherein, commencing in
October 2002, the Company no longer includes a first month of
service with the handset purchase, and new customers pay for their
service in arrears. As a result, the Company no longer allocates a
portion of the handset price to service revenues. Service revenues
for customers who pay in arrears were 49% and 39% of total service
revenues for the three and nine months ended September 30, 2003,
respectively.

The effect of the reduction in handset discounts and changes in
billing practices, which tend to increase equipment revenue,
combined with $4.5 million in activation fees that were
immediately recognized as equipment revenue after the adoption of
EITF Issue No. 00-21 on July 1, 2003, was partially offset by
decreases in the number of handsets sold for the nine months ended
September 30, 2003, compared to the corresponding period of the
prior year.

It is expected that service revenues for the Cricket business will
increase over the next 12 months due to an expected increase in
customers, partially offset by activation fees no longer being
recognized as service revenue. The Company expects that equipment
revenues will increase over the next 12 months due to increased
handset sales and higher selling prices and the recognition of
activation fees as equipment revenue, offset by increased handset
discounts and rebates.

During the three and nine months ended September 30, 2003, cost of
service decreased $3.7 million and increased $17.0 million,
respectively, compared to the corresponding periods of the prior
year. The decrease in cost of service for the three months ended
September 30, 2003 resulted from decreases in network related
repairs and maintenance costs and net amounts paid to third
parties for use of their networks. The increase in cost of service
for the nine months ended September 30, 2003 is primarily
attributable to increases in  long distance costs as a result of
the introduction of a service plan that includes 500 minutes of
available long distance each month. This was combined with
increases in engineering and other operational costs, partially
offset by decreases in payroll related costs. The Company expects
cost of service for the Cricket business to remain relatively
constant over the next 12 months.

During the three and nine months ended September 30, 2003, cost of
equipment decreased $9.4 million and $69.8 million, respectively,
compared to the corresponding periods of the prior year. The
decrease was due to decreases in the number of handsets sold and
lower prices paid for handsets during the three and nine months
ended September 30, 2003, compared to the corresponding periods of
the prior year, partially offset by a change in the mix of
handsets sold to include more higher-priced models. The Company
has sold its handsets to customers and third-party dealers and
distributors at prices below cost in order to grow and maintain
its customer base, which is typical of wireless providers. During
the three and nine months ended September 30, 2003, $14.6 million
and $47.9 million, respectively, of the total $17.2 million and
$54.5 million losses on equipment sales in these periods were
directly related to acquiring new customers. Management expects
cost of equipment for the Cricket business will increase over the
next 12 months due to increased handset sales.

For the three and nine months ended September 30, 2003, selling
and marketing expenses decreased $11.1 million and $30.3 million,
respectively, compared to the corresponding periods of the prior
year. The decrease in selling and marketing expenses is primarily
due to a decrease in advertising and related costs resulting from
management's focus on cash conservation during the course of its
bankruptcy proceedings. Selling and marketing expenses for the
three and nine months ended September 30, 2003 consisted primarily
of advertising, public relations and related payroll expenses.
Management expects selling and marketing expenses for the Cricket
business to increase over the next 12 months in connection with
the expected emergence from Chapter 11 and planned increases in
Company sales and marketing efforts.

For the three and nine months ended September 30, 2003, general
and administrative expenses decreased $0.3 million and $9.0
million, respectively, compared to the corresponding periods of
the prior year. The decrease in general and administrative
expenses is primarily due to reduced payroll and related costs,
certain tax expenses, and travel related costs, partially offset
by increases in legal and insurance costs. Management expects
general and administrative expense for the Cricket business to
increase over the next 12 months.

For the three and nine months ended September 30, 2003,
depreciation and amortization increased $4.6 million and $24.9
million, respectively, compared to the corresponding periods of
the prior year. The increase in depreciation and amortization
resulted from a larger base of network equipment in service.
Management expects depreciation to decline slightly over the next
12 months due to the Company's disposals of property and
equipment. However, it is expected that depreciation expense will
decrease significantly once Leap emerges from bankruptcy and
applies the fresh start reporting provisions of SOP 90-7.

During the nine months ended September 30, 2003, the Company
recorded an impairment charge of $171.1 million to reduce the
carrying value of its wireless licenses to their estimated fair
value. Management estimated the fair value of its wireless
licenses based on the information available to it, including a
valuation report prepared by a third-party consultant in
connection with the confirmation hearing for the Company's Plan.
During the three and nine months ended September 30, 2002, Leap
recorded an estimated impairment charge of $26.9 million to the
remaining goodwill balance. The goodwill related to the June 2000
acquisition of the remaining interest in Cricket Communications
Holdings that the Company did not already own.

During the three and nine months ended September 30, 2003, the
Company recorded charges of $2.7 million and $18.0 million,
respectively, associated with the disposal of certain network
assets and capitalized costs associated with cell sites that were
no longer expected to be used in the business. In addition, during
the three and nine months ended September 30, 2003, Leap
recognized $1.5 million and $4.8 million in expense for accrued
costs related to certain leases that it has ceased using before
the contractual termination date.

For the three and nine months ended September 30, 2003, interest
income remained flat and decreased $1.9 million, respectively,
compared to the corresponding periods of the prior year. The
decrease in interest income related to decreased restricted cash
equivalents and short-term investments and decreased average cash
and cash equivalents and investment balances.

For the three and nine months ended September 30, 2003, interest
expense decreased $56.0 million and $86.2 million, respectively,
compared to the corresponding periods of the prior year. The
decrease in interest expense resulted from the application of SOP
90-7 which requires that, commencing on the Petition Date, the
Company cease accruing interest and amortizing debt discounts and
debt issuance costs on pre-petition liabilities that are subject
to compromise. As a result, Leap ceased to accrue interest and to
amortize its debt discounts and debt issuance costs for its senior
notes, senior discount notes, vendor credit facilities, note
payable, and Qualcomm term loan. The Company is currently in
default of all of its long-term financing agreements.

Reorganization items for the nine months ended September 30, 2003
consisted of $8.5 million of professional fees for legal,
financial, advisory and valuation services and related expenses
directly associated with the Chapter 11 filings and reorganization
process, offset by the reversal of $1.5 million of certain pre-
petition liabilities related to contracts rejected in bankruptcy.

For the three and nine months ended September 30, 2003, income tax
expense increased $0.7 million and decreased $15.6 million,
respectively, compared to the corresponding periods of the prior
year. The decrease in income tax expense is related primarily to a
one-time income tax expense of $15.9 million for the three months
ended March 31, 2002 to increase the valuation allowance related
to the Company's net operating loss carryforwards in connection
with ceasing amortization of wireless licenses pursuant to the
Company's adoption of SFAS No. 142.


MACHINING CORP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Machining Corporation of America, Inc.
        401 Newell Street
        Barberton, Ohio 44203

Bankruptcy Case No.: 03-56738

Type of Business: The Debtor owns and operates a production
                  manufacturing facility for high-volume and
                  short-lot machining, heat treatment, and
                  assembly.

Chapter 11 Petition Date: December 24, 2003

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Marc B Merklin, Esq.
                  Brouse McDowell,
                  106 South Main Street
                  First National Tower #500
                  Akron, OH 44308-1417
                  Tel: 330-535-5711

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                    Claim Amount
------                                    ------------
John A. Donofrio - Summit County              $724,577
175 S. Main Street
Akron, OH 44308

Mercer Forge Company                          $229,238

Louisville Forge & Gear Works                 $137,862

Enron Energy Services                          $95,524

Ohio Edison Co.                                $76,426

Cunningham Supply Company                      $76,364

Jergens Inc.                                   $73,237

John M. Allen Co.                              $70,421

Techtool & Abrasives                           $62,620

Ohio Broach & Machine Co.                      $49,768

Grede Foundries, Inc.                          $30,754

Saw Service & Supply, Inc.                     $30,265

CitiCapital                                    $26,872

Astralloy Steel Products                       $20,839

Sawbrook Steel LLC                             $16,522

Parkland Group, Inc.                           $15,000

Noble Consulting Services                      $13,035

Eaton Steel Corp                               $12,436

Technical Equipment                             $9,829

Safety-Kleen Corp.                              $9,356


MEDICAL ASSURANCE: A.M. Best Cuts Financial Strength Rating to B
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from A- (Excellent) of Medical Assurance of West Virginia,
Inc., (Charleston, WV) a wholly-owned subsidiary of Medical
Assurance Company Inc., which, in turn, is a wholly-owned
subsidiary of ProAssurance Corporation (NYSE: PRA) (both located
in Delaware).

The rating outlook for Medical Assurance of West Virginia is
negative.

The financial strength rating of A- (Excellent) and stable outlook
for the remaining members of the ProAssurance Group are
unaffected.

This rating action follows ProAssurance's December 19, 2003,
announcement that it will terminate an existing quota share
reinsurance agreement with Medical Assurance of West Virginia,
effective January 1, 2004. Due to the cancellation of this
reinsurance agreement, Medical Assurance of West Virginia is no
longer qualified under A.M. Best's group rating methodology to be
rated as a member of the ProAssurance Group, is now viewed as a
non-strategic entity of the group and is rated on a stand-alone
basis.

The rating reflects the company's marginal prospective capital
adequacy, uncertain reinsurance strategy and modest operating
performance. Although the company is one of the leading writers of
medical malpractice coverage in West Virginia, its results are
highly susceptible to localized market dynamics such as rising
loss costs and any potential variations within the regulatory or
competitive environment. Additionally, with no excess reinsurance
in place, after January 1, 2004, Medical Assurance of West
Virginia is expected to retain aggregate limits of $1 million,
which represents approximately 10% of the company's projected
statutory surplus.


MEDIX RESOURCES: Closes Acquisition of Duncan Group Assets
----------------------------------------------------------
On November 10, 2003, Medix Resources, Inc., a Colorado
corporation, purchased, pursuant to an Asset Purchase Agreement,
the portion of the business of The Duncan Group, Inc., an Indiana
corporation, operated and known as Frontline Physicians
Exchange/Frontline Communications and substantially all of the
assets owned by Seller that are used in, or necessary for, the
conduct of, its 24-hour telemessaging service, including,
intellectual property, fixed assets, customer lists, goodwill,
cash and cash equivalents, in consideration of: (i) $1,500,000 in
cash, (ii) forbearance of a loan made by the Company to Seller in
the principal amount of $67,000, (iii) $500,000 in the form of
915,751 shares of common stock of the Company, (iv) $1,500,000 in
the form of 2,747,253 shares of common stock to be held in escrow,
subject to forfeiture to the Company if the 2003 gross revenues
from the Business do not equal or exceed $1,000,000, as determined
no later than March 31, 2004, (iv) 15% of gross revenues generated
by the Business in 2003 and 2004, payable upon completion of
annual audits (no later than March 31 following the end of each
such calendar year), subject to certain adjustments for unpaid
liabilities accruing prior to the closing and indemnification
claims, if any, of the Company, and (v) up to an additional
$2,500,000 in the form of shares of common stock upon the
achievement of certain milestones.

The Purchase Price will be reduced on a dollar-for-dollar basis if
the closing date working capital of the Business is less than
$5,000. The number of Cash Equivalent Shares and Forfeitable
Shares was determined based on the average closing price on the
American Stock Exchange for the 20 trading days immediately
preceding the closing date. The number of Incentive Shares, if
any, will be determined based on the average closing price on the
American Stock Exchange for the 20 trading days immediately
preceding the achievement of each milestone.

The Business provides telephone answering services to physicians
and other medically-related businesses and answering and other
virtual office services to non-medical businesses and
professionals. The Company currently intends to devote the
acquired assets for the purposes to which they were used by the
Seller prior to the acquisition. The source of funds for the
acquisition was the proceeds from a private placement of the
Company's securities.

In connection with the Asset Purchase Agreement, the Company has
entered into a Registration Rights Agreement which provides, among
other things, that the Company prepare and file a registration
statement on Form S-3 covering the (i) Cash Equivalent shares
within 20 days of the closing, (ii) the Forfeitable Shares within
20 days after the forfeiture provision application to such
Forfeitable Shares has lapsed, and (iii) the Incentive Shares
within 45 days of the achievement of each milestone applicable to
the Incentive Shares.

As of Sept. 30, 2003, the Company's balance sheet is upside down
by $2.3 million.


MERRILL LYNCH: Fitch Rates Class B-4 & B-5 Certs. at Low-B Level
----------------------------------------------------------------
Fitch rates Merrill Lynch Mortgage Investors, Inc.'s, $747.4
million mortgage pass-through certificates, series MLCC 2003-H, as
follows:

     -- $726.8 million class A-1, A-2, A-3A, A-3B, X-A-1, X-A-2,
          X-B and A-R senior certificates 'AAA';
     -- $7.9 million class B-1 certificates 'AA+';
     -- $6 million class B-2 certificates 'A+';
     -- $3.4 million class B-3 certificates 'BBB+';
     -- $1.9 million class B-4 certificates 'BB+';
     -- $1.5 million class B-5 certificates 'B+'.

The 'AAA' rating on the senior certificates reflects the 3.10%
subordination provided by the 1.05% class B-1, 0.80% class B-2,
0.45% class B-3, 0.25% privately offered class B-4, 0.20%
privately offered class B-5 and 0.35% privately offered class B-6
certificates (not rated by Fitch). Classes B-1, B-2, B-3, B-4 and
B-5 are rated 'AA+', 'A+', 'BBB+', 'BB+' and 'B+', respectively,
based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
cover credit losses. In addition, the ratings also reflect the
quality of the underlying mortgage collateral, strength of the
legal and financial structures and the primary servicing
capabilities of Cendant Mortgage Corporation (rated 'RPS1-' by
Fitch).

Generally, with certain limited exceptions, distributions to the
class A-1 and A-R certificates (and to the components of the class
X-A-1 and X-A-2 certificates related to pool 1) will be solely
derived from collections on the pool 1 mortgage loans,
distributions to the class A-2 certificates (and to the components
of the class X-A-1 and X-A-2 certificates related to pool 2) will
be solely derived from collections on the pool 2 mortgage loans,
and distributions to the class A-3A and A-3B certificates will
solely be derived from collections on the pool 3 mortgage loans.
Aggregate collections from all three pools of mortgage loans will
be available to make distributions on the class X-B certificates
and the subordinate certificates. In certain very limited
circumstances relating to a pool's experiencing either rapid
prepayments or disproportionately high realized losses, principal
and interest collected from the other pools may be applied to pay
principal or interest, or both, to the senior certificates of the
pool experiencing such conditions.

The trust consists of 1,989 conventional, fully amortizing,
primarily 25-year adjustable-rate mortgage loans secured by first
liens on one- to four-family residential properties, with an
aggregate principal balance of $750,000,973 as of the cut-off date
(Dec. 1, 2003). Each of the mortgage loans are indexed off the
one-month LIBOR or six-month LIBOR, and all of the loans pay
interest only for a period of ten years following the origination
of the mortgage loan. The average unpaid principal balance as of
Dec. 1, 2003 is $377,074. The weighted average original loan-to-
value ratio is 68.38%. The weighted average effective LTV is
64.44%. The weighted average FICO is 728. Cash-out refinance loans
represent 32.40% of the loan pool. The three states that represent
the largest portion of the mortgage loans are California (20.53%),
Florida (9.24%) and New York (6.56%).

All of the mortgage loans were either originated by Merrill Lynch
Credit Corporation pursuant to a private label relationship with
Cendant Mortgage Corporation or acquired by MLCC in the course of
its correspondent lending activities and underwritten in
accordance with MLCC underwriting guidelines as in effect at the
time of origination. Any mortgage loan with an OLTV in excess of
80% is required to have a primary mortgage insurance policy. There
are loans referred to as 'Additional Collateral Loans', which are
secured by a security interest, normally in securities owned by
the borrower, which generally does not exceed 30% of the loan
amount. Ambac Assurance Corporation provides a limited purpose
surety bond, which guarantees that the Trust receives certain
shortfalls and proceeds realized from the liquidation of the
additional collateral, up to 30% of the original principal amount
of that Additional Collateral Loan.

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

MLMI, the Depositor, will assign all its interest in the mortgage
loans to the trustee for the benefit of certificate holders. For
federal income tax purposes, an election will be made to treat the
trust fund as multiple real estate mortgage investment conduits.
Wells Fargo Bank Minnesota, National Association will act as
trustee.


MILACRON: Banks Extend Receivables Liquidity Facility to Feb. 27
----------------------------------------------------------------
Milacron Inc. (NYSE:MZ), a leading supplier of plastics processing
equipment and supplies and industrial fluids, announced that the
banks participating in the company's sale of receivables program
have agreed to extend the liquidity facility related to that
program to February 27, 2004.

The liquidity facility was due to expire at year-end 2003. In
addition, the receivables purchase agreement has been amended to
mature on February 27, 2004.

"Our banks continue to support us and provide us with the
flexibility we need while we focus our efforts on putting in place
more permanent financing," said Milacron chairman, president and
chief executive officer Ronald D. Brown.

Under the receivables program, Milacron can sell up to $40 million
of receivables, of which approximately $35 million is currently
utilized. PNC is the agent bank for the receivables program.

The receivables purchase agreement, with amendments that contain
all the provisions, will be filed with the Securities and Exchange
Commission.

First incorporated in 1884, Milacron (S&P, B- Corporate Credit
Rating, Negative) is a leading global supplier of plastics-
processing technologies and industrial fluids, with about 3,500
employees and major manufacturing facilities in North America,
Europe and Asia. For further information, visit
http://www.milacron.com/


MIRANT CORP: MAGI Committee Brings-In Kroll Zolfo as Consultant
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant Americas
Generation LLC seeks the Court's authority to retain Kroll Zolfo
Cooper LLC as its forensic accounting and litigation support
consultants, nunc pro tunc to August 20, 2003.

Charles Greer, Co-Chair of the MAGI Committee, relates that the
MAGI Committee selected Kroll because of the firm's experience at
a national level in matters of this character and its exemplary
qualifications to perform the required services.  In fact, Kroll
is well qualified to serve as forensic accounting and litigation
support consultants because it specializes in assisting and
advising debtors, creditors, investors and court-appointed
officials in bankruptcy proceedings and out-of-court workouts.
Kroll has been retained in numerous nationally prominent
bankruptcy proceedings.

As consultants, Kroll will be:

   (a) reviewing the financial records of the Debtors and other
       relevant data to assist the MAGI Committee in analyzing
       and determining the flow of funds between the Debtors,
       inter-company accounts between the Debtors, and
       investigating claims or causes of action arising from
       inter-company transactions;

   (b) assisting the MAGI Committee in understanding the trading
       contracts and evaluating the appropriateness of the
       related inter-company transactions; and

   (c) providing other services as the MAGI Committee may
       request.

Salvatore LoBiondo, Jr., managing director of Kroll Zolfo Cooper
LLC, tells the Court that in exchange for the services, the firm
intends to seek compensation in accordance with its customary
practices and in accordance with the guidelines of the Court.
Kroll charges fees based on actual hours expended to perform its
services at standard hourly rates established for each employee.
As of July 1, 2003, the hourly rates for Kroll professionals are:

   Managing Directors        $625 - 725
   Professional Staff         125 - 575
   Support Personnel           50 - 225

Moreover, Mr. LoBiondo adds that Kroll will also seek
reimbursement of any actual expenses incurred in performing the
retained services.

Mr. LoBiondo assures the Court that Kroll is not related to or
connected with and neither holds nor represents any interest
adverse to the Debtors, their estates, their creditors or any
other party-in-interest or their attorneys of the U.S. Trustee or
anyone employed in the Office of the U.S. Trustee in the matters
for which it is proposed to be retained.  Furthermore, Mr.
LoBiondo tells the Court that Kroll may represent or have
represented certain of the Debtors' creditors or other parties-
in-interest but in matters unrelated to these Chapter 11 cases.
Consequently, Kroll is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                       *    *    *

Judge Lynn authorizes the MAGI Committee to retain Kroll Zolfo,
nunc pro tunc to August 20, 2003, as its forensic accounting and
litigation support consultants. (Mirant Bankruptcy News, Issue No.
16; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MORGAN STANLEY: S&P Takes Rating Actions on Ser. 1998-WF1 Notes
---------------------------------------------------------------
Standard & Poor's raised its ratings on three classes of Morgan
Stanley Capital I Inc.'s commercial mortgage pass-through
certificates from series 1998-WF1. At the same time, ratings are
affirmed on eight other classes from the same transaction.

The rating actions are the result of the transaction's stable
financial performance, as evidenced by the reported debt service
coverage ratio of 1.54x, which has remained unchanged since
issuance. The actions also reflect increased credit support
levels, the result of a 20% paydown and amortization. Wells Fargo
Bank, the master servicer, supplied 2002 financials for 92.4% of
the pool. Slightly offsetting the stable performance is the
increased delinquency levels and watchlist items, both of which
have increased since some classes were upgraded in January 2002.

Specially serviced assets from the pool total $36.0 million (or
five mortgages). Four of these, with a scheduled principal balance
of $33.0 million, are delinquent.

The four delinquent mortgages are all 90-plus days delinquent. The
delinquent loans include the fifth largest mortgage in the pool
($25.4 million), which is secured by the Holiday Inn at Logan
Airport in Boston, Massachusetts. In August 2003, GMAC Commercial
Mortage Corp., the special servicer, granted the borrower a loan
modification, which will bring interest current, and said it would
waive replacement reserves and establish a lock box. The mortgage
will remain on the special servicer's watchlist until the property
is stabilized. The remaining three delinquent mortgages total $7.7
million. They include:

     -- A $2.0 million mortgage secured by a retail property
        located in Princeton, Illinois, which closed after the
        borrower filed for Chapter 11. However, the borrower
        believes it has found a prospective buyer. If the
        buyer is not successful in securing the property, GMACCM
        will foreclose on the property.

     -- A $2.6 million mortgage secured by a multifamily property
        located in Rochester, Illinois was transferred to the
        special servicer in April 2002. An appraisal reduction of
        $1.1 million has been applied to the loan. While under the
        management of the receiver, GMACCM approved a discounted
        payoff of $2.1 million to be finalized by year-end.

     -- A $3.1 million mortgage secured by a retail property in
        Kissimmee, Florida. The borrower entered into a deed-in-
        lieu, which is scheduled to close sometime before the end
        of the year. Previously occupied by Kmart, the vacant
        property was recently valued at $2.1 million in July 2003.

A $2.9 million mortgage secured by an industrial property in
Modesto, California has been specially serviced since November
1999, but is still current. A court-appointed receiver manages the
property, while the borrowers remain embroiled in litigation
because of an ownership dispute between the partners. Current
occupancy stands at 100%, and the property remains in good
condition.

The watchlist includes 49 mortgages totaling $296.6 million. Of
particular concern are four of the top 10 mortgages in the pool
that are on the watchlist.

     -- First is a $54.7 million mortgage (the largest mortgage in
        the pool) secured by the 404-room Scottsdale Plaza Resort
        located in Scottsdale, Arizona. Starting in 1998, all of
        the rooms were renovated, including 180 suites. Like many
        others, this hotel is suffering from declining occupancy
        levels. The declines are due to the struggling hotel
        sector, the weak economy, and increased competition from
        new properties such as the 950-room J.W. Marriott and 735-
        room Westin Kierland Resort and Spa. Occupancy levels for
        the hotel have fallen to 45.1% from 58.9% at issuance. The
        declining occupancy levels have resulted in revenue per
        available room of $63.64 and average daily rate of
        $145.43, down from $95.95 and $163.00, respectively, at
        issuance.

     -- Second is the fourth-largest mortgage in the pool totaling
        $29.9 million, which is secured by an office property in
        Rochester, New York. Occupancy levels have declined to 90%
        from 98.4% at issuance, resulting in current DSCR of
        1.12x, down from 1.49x at issue.

     -- Third is the seventh-largest mortgage totaling $15.8
        million, which is secured by a Radisson hotel in
        Monroeville, Pennsylvania. As of October 2003, occupancy
        was 58.7%, ADR was $81.44 and RevPAR was $47.79, compared
        to 65.5%, $78.94, and $51.71, respectively, at issuance.

     -- Fourth is the ninth-largest mortgage totaling $13.3
        million, which is secured by multifamily properties
        located in Reno, Nevada. Occupancy levels have declined to
        92.5% from 94.7% at issuance, partially due to the more
        favorable home purchasing environment. Consequently, DSCR
        has declined to 1.07x from 1.39x at issuance.

As of November 2003, the pool consisted of 266 mortgages with an
outstanding balance of $1,114.0 million, down from 299 mortgages
totaling $1.392 million at issuance. Following the resolution of
two delinquent mortgages, realized losses are currently at $2.8
million for the pool.

Standard & Poor's stressed the specially serviced loans and watch-
list loans in its analysis and the stressed credit enhancement
levels adequately support the rating action.

                        RATINGS RAISED

                   Morgan Stanley Capital I Inc.
        Commercial mortgage pass-thru certs series 1998-WF1

                    Rating
        Class   To           From   Credit Support (%)
        B       AAA          AA+                27.24
        C       AA-          A                  20.99
        D       BBB+         BBB                14.74

                        RATINGS AFFIRMED

                  Morgan Stanley Capital I Inc.
        Commercial mortgage pass-thru certs series 1998-WF1

        Class   Rating   Credit Support (%)
        A-1     AAA                  33.48
        A-2     AAA                  33.48
        X-1     AAA                  N.A.
        F       BB+                  9.74
        G       BB                   6.30
        H       BB-                  5.37
        J       B                    2.87
        K       B-                   1.93


NATIONAL CENTURY: Gets Approval for California Claims Settlement
----------------------------------------------------------------
Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, recounts that one of the health care companies to
which the National Century Debtors provided accounts receivable
financing prior to the Petition Date was Allegiant Physician
Services, Inc.  In December 1999, Allegiant emerged from its own
Chapter 11 bankruptcy case.  Pursuant to its bankruptcy plan of
reorganization dated December 9, 1999, Allegiant issued three
notes to the Debtors, each dated February 17, 2000:

   (1) a Secured Primary Residual Promissory Note to NPF-WL, Inc.
       in the principal amount of $9,800,000;

   (2) a Secured Convertible Residual Promissory Note to NPF-WL,
       Inc. in the principal amount of $2,500,000; and

   (3) a Limited Recourse Secured Promissory Note to NPF Capital,
       Inc. in the principal amount of 5500,000.

Pursuant to an Assignment and Assumption Agreement dated as of
February 2, 2001, NPF XII acquired the Allegiant Notes from NPF-
WL, Inc.  Mr. Oellermann relates that a limited number of
payments were made to NPF XII on account of the Allegiant Notes.
As of October 1, 2003, approximately $12,500,000 remained due and
owing on the Allegiant Notes.  As security for the repayment of
the Allegiant Notes, Allegiant assigned to the Debtors its right
to receive a portion of the proceeds of certain litigation that
has been pending in the California Superior Court since 1994,
captioned NPI Medical Group, et al. v. Republic Indemnity Co. of
America, Case No. BC 11609.

The California Litigation involves certain antitrust and other
claims brought against various insurance companies in respect of
workers' compensation coverage in the State of California.  The
assignment of that right is contained in two agreements:

   (1) a Litigation Control and Security Agreement and Assignment
       of Litigation Proceeds dated February 17, 2000; and

   (2) a California Litigation Proceeds Allocation Agreement
       dated March 1, 2001.

In connection with the issuance of the Allegiant Notes, Richard
L. Jackson, Surgical Information Systems, LLC f/k/a SIS
Acquisition, LLC and LocumTenens.com f/k/a LocumTenens
Acquisition, LLC issued notes and executed guaranties and related
financing documents in favor of NPF XII and NPF X, Inc.

After the Petition Date, faced with claims for prepetition
litigation expenses for $3,000,000 and going forward expenses
estimated at $100,000 per week, the Debtors sought to find
alternative sources to fund the California Litigation.  After
negotiations, the Debtors entered into an Omnibus Litigation
Control and Proceeds Allocation Agreement with the Jackson
Parties early this year.

On May 7, 2003, the Court authorized the Debtors to enter into
the 2003 Litigation Agreement.  Pursuant to the 2003 Litigation
Agreement:

   -- the Debtors ceded control over the California Litigation to
      the Jackson Parties in exchange for the agreement of the
      Jackson Parties to fund the continuing costs of prosecuting
      the California Litigation;

   -- the Jackson Parties paid $4,340,453 to NPF XII and
      $1,523,278 to NPF X; and

   -- the parties' rights to the proceeds of the California
      Litigation were amended.

The Court in the California litigation was set to begin jury
selection last October 22, 2003.  The parties to the California
Litigation participated in a three-day pretrial mediation
conducted by retired Los Angeles Superior Court Judge David
Horowitz.  At the conclusion of the mediation, Defendant Republic
Indemnity Co. of America offered to pay the remaining plaintiffs
$37,500,000.  The Plaintiffs are nominally a group of medical
practices and medical management companies.  The rights of the
proceeds of the California Litigation are held by the Debtors,
the Jackson Parties and a group of medical companies -- the Frome
Group.

Under the Prior Litigation Agreements and the 2003 Litigation
Agreement, the $37,500,000 settlement offer from Republic would
have been divided up as:

   (1) approximately $11,000,000 in payment or reimbursement of
       legal expenses, of which $1,532,278 would be paid to NPF X
       to reimburse it for previously paid legal expenses;

   (2) approximately $13,728,000 to NPF XII and $572,000 to NPF
       Capital, Inc. on account of the Allegiant Notes, plus an
       enhancement equal to 15% of any additional proceeds
       of the litigation after payment of the legal expenses and
       the Allegiant Notes; and

   (3) the remainder, or approximately $12,200,000, to the
       Jackson Parties and the Frome Group.

Mr. Oellermann notes that the Jackson Parties and the Frome Group
were unwilling to settle for that $12,200,000 amount and decided
to proceed to trial.  On the advice of trial counsel and the
mediator, Judge Horowitz, the Debtors offered to reduce their
share of the overall recovery to induce the Jackson Parties and
the Frome Group to accept the settlement offer.

                          The Settlement

At the conclusion of negotiations between the Debtors and the
parties regarding the allocation of the $37,500,000 settlement,
an agreement was finally reached.  Under the Settlement
Agreement, Republic will pay $37,500,000, to be divided as:

   (1) The Debtors will receive $11,250,000 from the settlement
       proceeds in full settlement of all of the Debtors' rights
       under the Allegiant Notes, the Prior Litigation Agreements
       and the 2003 Litigation Agreement.  The Debtors will waive
       any further interest in the remaining settlement proceeds;

   (2) Howrey will receive payment in full of its actual fees and
       expenses in connection with the California Litigation from
       the settlement proceeds, in an amount not to exceed
       $6,100,000, and Howrey will waive and release all claims
       it has against the Debtors, and the parties will enter
       into a mutual release agreement; and

   (3) The Jackson Parties and the Frome Group will share the
       remaining settlement amount.

By this motion, the Debtors seek the Court's authority to accept
the $11,250,000 portion of the California Litigation settlement
as payment in full on account of all amounts owed to them under
the Allegiant Notes, the Prior Litigation Agreements and the 2003
Litigation Agreement.

The Debtors propose that the $11,250,000 would be distributed as:

   (1) $1,532,278 to NPF X for reimbursement in full of its
       earlier funding of the California Litigation;

   (2) $9,338,123 to NPF XII; and

   (3) $379,599 to NPF Capital.

The division of the $9,717,722 between NPF XII and NPF Capital is
based on their pro rata shares of the principal amounts under the
Allegiant Notes.

Mr. Oellermann asserts that the Debtors' request is warranted for
these reasons:

   (1) Absent the Settlement, the results of the California
       Litigation itself are uncertain.  The Settlement will
       result in a very favorable resolution of the California
       Litigation that the Debtors could not otherwise compel
       the other Plaintiffs to accept.  Though the Debtors
       arguably were entitled to up to a $16,000,000 share of
       the $37,500,000 settlement under the 2003 Litigation
       Agreement, the other Plaintiffs would not settle the
       California Litigation if their aggregate recovery was
       limited to the $12,200,000 share remaining after paying
       the attorney's fees and the Debtors;

   (2) Given the size of the settlement amount, the uncertainties
       regarding the litigation and the costs of proceeding to
       trial, the Debtors would face significant hurdles in
       collecting more than the settlement amount from Republic
       absent the Settlement;

   (3) Because the other Plaintiffs would not accept the
       Settlement without the Debtors' agreement to accept an
       $11,250,000 portion, further litigation over the amount
       and treatment of the Debtors' claims, both in the context
       of the California Litigation and, possibly, thereafter
       among the Plaintiffs, would be expensive and time-
       consuming.  There is no assurance that the ultimate result
       would be any more favorable than the proposed treatment
       under the Settlement; and

   (4) The Settlement will allow the Debtors to collect
       immediately a significant amount of cash.  Moreover, the
       Settlement was negotiated by counsel to the NPF XII
       Subcommittee, in consultation with the Debtors, and the
       NPF XII Subcommittee strongly supports the Settlement.

                          *     *     *

Judge Calhoun approves the Settlement and the Settlement
Agreement.  The $11,250,000 of proceeds from the Settlement will
be initially paid into an escrow account at National City Bank in
the names of NCFE, NPF XII, NPF Capital and NPF X, pending
further hearing on the allocation of the Settlement Amount on
January 5, 2004 at 2:00 p.m. (National Century Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL STEEL: Want Nod to Assume & Assign Lease Mining Rights
---------------------------------------------------------------
National Steel Corporation and its debtor-affiliates seek the
Court's authority to assume a lease of coal and coal-related
mining rights with the Youghiogheny and Ohio Coal Company.  The
Debtors also seek permission to assign the Y&O Lease once they
have located a suitable assignee.

Timothy Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom, in
Chicago, Illinois, tells the Court that the Debtors entered into
the Y&O Lease in 1975 to provide economical access to coal, which
could be utilized in the ordinary course of their businesses.
Pursuant to the Y&O Lease, the Debtors have the rights to coal in
the Freeport scams on 8,000 acres of land in Rostraver Township,
Westmoreland County and Washington and Perry Townships in Fayette
County, in Pennsylvania.  The term of the Y&O Lease extends until
the time all the mineable and merchantable coal is exhausted from
the property.  In consideration for the rights to the coal, the
Debtors are obligated to pay the lessor a royalty amounting to
$0.60 per ton of clean coal mined, removed and shipped from the
property.  Upon entering into the Lease, the Debtors prepaid the
advance and minimum royalty payments, aggregating to $5,000,000,
which will be due under the Y&O Lease.

Mr. Pohl notes that the Debtors, having discontinued their
operations and sold substantially all their assets to U.S. Steel,
do not require the coal, which can be mined from the Leased
Property.  The Debtors believe that the Y&O Lease retains
economic value and should not be rejected pursuant to the Plan.

At execution, the Y&O Lease governed mining rights with respect
to 20,000 acres of property.  Subsequently, the Debtors gained
fee simple title to 12,000 acres, while the remaining 8,000 acres
are still subject to the Y&O Lease.  Together, the Owned Property
and the Leased Property give the Debtors the rights to a single
coal vein and, thus, a single indivisible property unit.

The Debtors believe that the Y&O enhances the value of the Owned
Property and that any potential purchaser of the assets will
desire the rights to the Y&O Lease.  Without the Y&O Lease, the
Debtors believe that they will be unable to maximize the value of
the Owned Property.  Hence, the Debtors determined to assume the
Y&O Lease so that they may assign the Y&O Lease to a third party.

Because the minimum and advance Royalty was prepaid, there will
be no ongoing, regular obligations to the lessor under the Y&O
Lease until the time a coal removal is commenced.  The only
current obligation under the Y&O Lease is the payment of property
taxes, which amount to $100,000 a year.  All property taxes
assessed to date have been paid.  Therefore, the Debtors will
incur little or no cost in assuming the Y&O Lease and seeking to
assign it to a third party.  If the Y&O Lease were rejected at
this time, the Debtors would be abandoning a valuable estate
asset.  Although they do not have a firm agreement with an
assignee, the Debtors believe that, because the terms and
conditions of the Y&O Lease are favorable to the Debtors, they
will be able to locate an assignee in connection with the sale of
the Owned Property. (National Steel Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NET PERCEPTIONS: Board Evaluating Obsidian's Exchange Offer
-----------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) has amended its Stockholder
Rights Plan so that the rights issued thereunder will not be
separately distributed to Net Perceptions stockholders and become
exercisable solely as a result of the commencement of a tender
offer or exchange offer for all outstanding shares of Net
Perceptions common stock.

In addition, the amendment provides that the rights will not
"flip-in" and entitle a holder to purchase Net Perceptions shares
at a discount upon consummation of such an offer which results in
the bidder beneficially owning at least 85% of the outstanding
shares of Net Perceptions common stock, excluding for purposes of
determining the number of shares of common stock outstanding those
shares owned by directors who are also officers of Net
Perceptions. Pursuant to the amendment, the rights will also not
be triggered by a subsequent merger of Net Perceptions with such a
bidder in which Net Perceptions stockholders receive the same
consideration as was paid or issued in the tender offer or
exchange offer. The amendment also clarifies that stockholders who
enter into voting agreements or understandings solely regarding
voting on Net Perceptions' proposed plan of liquidation and
dissolution will not be deemed to beneficially own the shares
owned by the other parties to such agreements or understandings. A
copy of the amendment to the Stockholder Rights Plan is being
filed today with the SEC as an exhibit to a current report on Form
8-K, and the foregoing description of the amendment is qualified
in its entirety by reference to such copy.

Separately, Net Perceptions stated that the unsolicited exchange
offer of Obsidian Enterprises, Inc. for shares of Net Perceptions
common stock was and is being considered by Net Perceptions' board
of directors, and that on or before December 31, 2003, Net
Perceptions will advise its stockholders whether it recommends
acceptance or rejection of the offer, expresses no opinion and
remains neutral toward the offer, or is unable to take a position
with respect to the offer, and the reasons for its position.
Accordingly, Net Perceptions requests that Net Perceptions'
stockholders defer making a determination whether to accept or
reject the offer until its board of directors makes its formal
recommendation.

       Additional Information about the Plan of Liquidation
                    and Where to Find It

In connection with the proposed plan of complete liquidation and
dissolution, on November 4, 2003, Net Perceptions filed with the
Securities and Exchange Commission preliminary forms of, and may
file with the SEC revised preliminary and definitive forms of, a
proxy statement and other relevant materials. SECURITY HOLDERS OF
NET PERCEPTIONS SHOULD READ THE APPLICABLE PROXY STATEMENT AND THE
OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT NET PERCEPTIONS AND THE PLAN OF
LIQUIDATION. Investors and security holders may obtain a copy of
the applicable proxy statement and such other relevant materials
(when and if they become available), and any other documents filed
by Net Perceptions with the SEC, for free at the SEC's Web site at
http://www.sec.gov/or for free from Net Perceptions by directing
a request to: Net Perceptions, Inc., 7700 France Avenue South,
Edina, Minnesota 55435, Attention: President.

Net Perceptions and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from Net
Perceptions' stockholders with respect to the proposed Plan of
Complete Liquidation and Dissolution. Information regarding the
direct and indirect interests of Net Perceptions' executive
officers and directors in the proposed Plan of Complete
Liquidation and Dissolution is included in the preliminary form
of, and will be included in any revised preliminary and definitive
form of, the proxy statement filed with the SEC in connection with
such proposed Plan.

                         *    *    *

                      Plan of Liquidation

In its latest Form 10-Q filed for period ended September 30, 2003,
Net Perceptions reported:

"The condensed consolidated financial statements were prepared on
the going concern basis of accounting, which contemplates
realization of assets and satisfaction of liabilities in the
normal course of business. On October 21, 2003, the Company
announced that its Board of Directors had unanimously approved a
Plan of Complete Liquidation and Dissolution which will be
submitted to the Company's stockholders for approval and adoption
at a special meeting of stockholders to be held as soon as
reasonably practicable. If the Company's stockholders approve the
Plan of Liquidation, the Company will adopt the liquidation basis
of accounting effective upon such approval. Inherent in the
liquidation basis of accounting are significant management
estimates and judgments. Under the liquidation basis of
accounting, assets are stated at their estimated net realizable
values and liabilities, including costs of liquidation, are stated
at their anticipated settlement amounts, all of which approximate
their estimated fair values. The estimated net realizable values
of assets and settlement amounts of liabilities will represent
management's best estimate of the recoverable values of the assets
and settlement amounts of liabilities.

"A preliminary proxy statement related to the Plan of Liquidation
was filed on Schedule 14A with the Securities and Exchange
Commission on November 4, 2003. The key features of the Plan of
Liquidation are (i) filing a Certificate of Dissolution with the
Secretary of State of Delaware and thereafter remaining in
existence as a non-operating entity for three years; (ii) winding
up our affairs, including selling remaining non-cash assets of the
Company, and taking such action as may be necessary to preserve
the value of our assets and distributing our assets in accordance
with the Plan; (iii) paying our creditors; (iv) terminating any of
our remaining commercial agreements, relationships or outstanding
obligations; (v) resolving our outstanding litigation; (vi)
establishing a contingency reserve for payment of the Company's
expenses and liabilities; and (vii) preparing to make
distributions to our stockholders."


NORTEL NETWORKS: Confirms Filing of Amended Financial Statements
----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT), consistent with its
previous announcements, filed with the United States Securities
and Exchange Commission an amended Annual Report on Form 10-K/A
for the year ended December 31, 2002, an amended Quarterly Report
on Form 10-Q/A for the period ended March 31, 2003 and an amended
Quarterly Report on Form 10-Q/A for the period ended June 30,
2003.

Nortel Networks had previously announced its intention to restate
its financial results for 2002, 2001 and 2000 and the first and
second quarters of 2003, as a result of a comprehensive asset and
liability review and certain related reviews that had been
undertaken by the Company. The filings contain certain restated
financial results for these periods prepared in accordance with
United States generally accepted accounting principles. Certain of
the information contained in the filings had previously been
reported in Nortel Networks Quarterly Report on Form 10-Q for the
period ended September 30, 2003.

Related filings with the Canadian regulatory authorities of
applicable restated financial results prepared in accordance with
Canadian generally accepted accounting principles are underway and
are expected to be completed shortly.

The financial results of Nortel Networks Limited, Nortel Networks
Corporation's principal operating subsidiary, are fully
consolidated into Nortel Networks results. NNL's preferred shares
are publicly traded in Canada. NNL has also filed with the SEC an
amended Annual Report on Form 10-K/A for the year ended
December 31, 2002, an amended Quarterly Report on Form 10-Q/A for
the period ended March 31, 2003 and an amended Quarterly Report on
Form 10-Q/A for the period ended June 30, 2003. The filings
contain certain restated NNL financial results for the applicable
periods prepared in accordance with United States generally
accepted accounting principles. Certain of the information
contained in the filings had previously been reported in NNL's
Quarterly Report on Form 10-Q for the period ended September 30,
2003. NNL's filings of applicable financial results with the
Canadian regulatory authorities are also underway and are expected
to be completed shortly.

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


NRG ENERGY: Bankr. Court Approves Meriden Settlement Agreement
--------------------------------------------------------------
Michael A. Cohen, Esq., at Kirkland & Ellis, in New York, relates
that in August 2001, Meriden Gas Turbines LLC and Dick
Corporation, in its capacity as a general contractor, drafted a
turnkey contract for the purpose of engineering and constructing
a 550-megawatt net capacity natural gas power generation plant in
the Meriden, Connecticut area.  The turnkey contract was never
executed.

Dick then proceeded with the construction of the Meriden Facility
pursuant to several executed limited notices to proceed.  Under
one executed LNTP entered into by Dick and Meriden on
August 3, 2001, the NRG Energy Debtors guaranteed the payment of
certain appropriate sums to Dick up to $9,000,000 in connection
with the construction of the Meriden Project.  The Debtors
incurred a similar obligation to Dick under another LNTP issued on
November 1, 2001, in which the Debtors guaranteed the payment of
certain appropriate sums to Dick up to $21,000,000.

All in all, the Debtors, Dick and Meriden negotiated five LNTPs
in connection with the Meriden Project, three of which were never
formally executed.  Dick received full payment from the Debtors
or Meriden on account of the two formally executed LNTPs for
services performed in connection with the Meriden Project.  Dick
also received partial payment from the Debtors or Meriden on
account of the three unexecuted LNTPs for services performed in
connection with the Meriden Project.

On August 26, 2002, Meriden notified Dick that the Meriden
Project was terminated.  Subsequently, on October 1, 2002, the
Debtors notified Dick that it did not have adequate funds to
complete the Meriden Project.  Shortly thereafter, Dick filed and
recorded mechanic's liens against the Meriden Project for
$34,000,000.  On October 23, 2002, Dick commenced a prejudgment
remedy proceeding captioned Dick Corporation v. Meriden Gas
Turbines LLC & NRG Energy, Inc. alleging various breach of
contract causes of action and seeking to collect money and
punitive damages against the Debtors and Meriden as joint
defendants in the Superior Court for the Judicial District of New
Haven County.

Thereafter, Dick suspended all of its construction activities
related to the Meriden Project.  The Meriden Litigation became
subject to the automatic stay provisions of the Bankruptcy Code
as of the Petition Date.  Overall, the amount of liens and claims
filed and recorded against the Meriden Project assets by Dick is
$47,000,000, with potential recourse to the Debtors.

                   The Kendall/Nelson Litigation

On November 11, 1999, LSP-Kendall Energy, LLC and Dick entered
into a contract for the engineering and construction of a power
plant to be located in Minooka, Illinois.  Kendall is a non-
debtor affiliate of the Debtors.  Under the contract, Dick
claims:

   (1) to have retained ownership of all patents and other
       intellectual property for the construction of the Kendall
       Project, including vendor drawings and other data
       necessary for the operation, maintenance, repair or
       alteration of the Kendall power plant; and

   (2) that the Debtors subsequently transferred Dick's
       intellectual property created in connection with the
       Kendall Project to LSP-Nelson Energy, LLC, a debtor
       affiliate of the Debtors.  Dick alleged that its
       intellectual property was allegedly transferred to Nelson
       for the purpose of constructing a power generation
       facility in Dixon, Illinois.

The Debtors and Nelson disputed both of Dick's claims.

On August 12, 2002, Dick filed a complaint alleging equitable
lien, unjust enrichment and conversion causes of action against
several defendants, including the Debtors and Nelson, in the
Circuit Court of Lee County, Illinois.  The proceeding was
removed on September 18, 2002 to the United States District Court
for the Northern District of Illinois.

In the Kendall/Nelson Litigation, Dick asserted that it suffered
damages in excess of $10,000,000.  On September 30, 2002, in
anticipation that the United States District Court for the
Northern District of Illinois would find that Dick held an
equitable lien against the Nelson Project, Dick filed a notice of
lis pendens in Lee County, Illinois against the Nelson Project
for the full amount of its alleged damages.  The Kendall/Nelson
Litigation became subject to the automatic stay provisions of the
Bankruptcy Code as of the Petition Date as to the Debtors, and as
of June 5, 2003 as to Nelson.

            Dick's Involvement in the Chapter 11 Cases

On July 11, 2003, Dick filed three proofs of claim with the
Bankruptcy Court in the aggregate amount potentially approaching
$60,000,000:

   (1) The Meriden Claim

       Claim No. 560 against the Debtors with regard to the
       Meriden project consists of a $34,400,000 secured portion
       and a $13,300,000 unsecured portion.

   (2) The Kendall Claim

       With respect to the Kendall Project, Dick asserted that to
       the extent that the Debtors hold an ownership interest in
       the Nelson Project, the equitable lien for damages in
       excess of $10,000,000 is a secured claim against the
       Debtors.  To that end, Dick filed Claim No. 561 against
       the Debtors -- the Kendall Claim.  Conversely, to the
       extent that NRG does not have an ownership interest in the
       Nelson Project, Dick asserted that it holds an unsecured
       claim against the Debtors in excess of $10,000,000.

   (3) The Nelson Claim

       In any event, Dick asserted that it holds a secured claim
       against Nelson directly in that same amount as the Kendall
       Claim.  Dick filed Claim No. 409 against Nelson.

Mr. Cohen reports that the Debtors and Dick have periodically
entertained the possibility of a settlement in an effort to
resolve their disputes.  Both parties have now reached an
agreement with respect to the Meriden Claim.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors sought and obtained Court approval of
their Settlement Agreement with Dick.

The salient terms of the Settlement Agreement are:

A. Consideration by the Debtors

   The Debtors will pay Dick in full satisfaction of the Meriden
   Claim.  In addition and subject to certain exclusions
   contained in the Settlement Agreement Term Sheet, Dick will be
   entitled to retain all personal property owned by the Debtors
   located at the Meriden Project.

B. Consideration by Dick

   Dick will:

      (i) waive all of its claims in the approximate amount of
          $47,700,000, including a $34,400,000 secured claim,
          that have been asserted in connection with the Meriden
          Project in these Chapter 11 cases; and

     (ii) ensure that all of the liens asserted against the
          Meriden Project by various subcontractors of Dick are
          discharged.

C. Mutual Releases

   The Debtors and Dick will exchange mutual releases.

The Settlement Agreement will conserve scarce resources of the
Debtors' bankruptcy estate and, therefore, is beneficial to the
Debtors' creditors.  The parties' claims with respect to the
Meriden Project are legally complex and intensely fact-sensitive,
and the related litigation has already consumed the Debtors'
significant resources and time.  The Settlement Agreement will
also avoid an extensive, highly contested litigation and thus,
preserve the estate's financial resources.  More importantly, the
Settlement Agreement will allow the Debtors to optimize the value
of the Meriden Project by limiting potential recourse to the
Debtors.  (NRG Energy Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NRG ENERGY: Closes $2.7BB Financing and 2 Units Exit Chapter 11
---------------------------------------------------------------
NRG Energy, Inc., which emerged from Chapter 11 on December 5, has
closed a $2.7 billion financing that includes:

     -- $1.25 billion of 8 percent second priority senior secured
        notes due 2013; and

     -- a $1.45 billion credit facility that includes both a $1.2
        billion senior secured term loan facility due 2010 and a
        $250 million revolving credit facility.

NRG increased the originally contemplated size of the financing by
$500 million from $2.2 billion to $2.7 billion.

The proceeds from this transaction will be used to:

     -- pay off notes issued by NRG operating subsidiaries, NRG
        Northeast Generating LLC and NRG South Central Generating
        LLC, in consummation of these entities' Chapter 11
        restructuring;

     -- pay off NRG Mid-Atlantic Generating LLC debt;

     -- make an additional $500 million cash distribution to NRG's
        former unsecured creditors, in lieu of issuing the $500
        million of subordinated notes originally called for under
        the NRG Plan of Reorganization; and

     -- fund a $250 million letter of credit facility.

In accordance with the Plan of Reorganization for NRG Northeast
Generating LLC and NRG South Central Generating LLC, the
completion of these financing transactions allows the operating
subsidiaries to emerge from bankruptcy, effective today. The
subsidiaries' Plan of Reorganization was approved by the U.S.
Bankruptcy Court for the Southern District of New York on November
25.

The notes are not registered under the Securities Act of 1933, or
any state securities laws. Therefore, the notes may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
of 1933 and any applicable state securities laws.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include competitive energy production and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.


OKALOOSA COUNTY, FL: S&P Ups Revenue Bond Ratings to CCC+ & CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Okaloosa
County (Emerald Coast Housing Corp.), Florida's $7.7 million
refunding revenue bonds series 1995A and $920,000 refunding
revenue bonds series 1995B to 'CCC+' and 'CCC' from 'CCC' and 'D',
respectively. The outlook is stable.

The upgrade reflects a full interest payment on July 1, 2003, and
the improved financial performance of the project.

The full principal and interest payment was made on July 1, 2003,
on the series 1995A bonds. The upgrade for the series 1995A bonds
reflects the full interest payment on all interest payments in
arrears. Debt service coverage for the series 1995A and the 1995A
subseries 2 declined to 0.86x and 0.71x, respectively, for the
calendar year ended Dec. 31, 2002, from 1.14x and 1.01x in 2001x,
respectively.

Debt service coverage, however, increased to 1.21x for the series
1995A and 1.08x for the 1995A subseries 2 for the period ended
July 31, 2003. The debt service reserve funds for both series are
fully funded at this time.

Based on unaudited year-to-date figures net operating income
increased to $858,339 annualized as of July 31, 2003. The average
asking rent is $442 per unit per month in fiscal 2002, a slight
increase from the previous year. Average rent went up to
approximately $457 per unit per month as of March 1, 2003. The
occupancy rate at the properties was 98.3% as of July 31, 2003,
with 13 of the 16 rental communities producing 100% occupancy.
The Fort Walton Beach/ Okaloosa County market has proven to be
much tighter than in the past. Commercial construction is growing
considerably, creating a greater demand for affordable housing
rentals.

The bonds were issued in 1995 to refund bonds issued in 1992 to
fund the acquisition of a 355-unit scattered site multifamily
project located in Fort Walton Beach, Florida. The owner is the
Emerald Coast Housing Corp. The project is structured as a project
under IRS regulations 6320, whereby ownership of the project
reverts to Okaloosa County after the bonds have been redeemed.


OLD BRIDGE CHEMICALS: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Old Bridge Chemicals, Inc.
             Old Waterworks Road
             Old Bridge, New Jersey 08857

Bankruptcy Case No.: 03-51134

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Madison Industries, Inc.                   03-51135

Type of Business: The Debtor is one of the leading manufacturers
                  of Copper and Zinc chemicals in the United
                  States. See http://www.oldbridgechem.com/for
                  more information on the Debtor.

Chapter 11 Petition Date: December 23, 2003

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Gary N. Marks, Esq.
                  Norris, McLaughlin & Marcus
                  721 Route 202-206,
                  PO Box 1018
                  Somerville, NJ 08876
                  Tel: 908-722-0700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Old Bridge Chemicals's 20 Largest Unsecured Creditors:

Entity                                    Claim Amount
------                                    ------------
Enron Energy Services                         $571,369
P.O. Box 846064
Dallas, TX 75284-6064

Ciba Specialty Chemicals Water Treatment      $500,000
560 White Plains Road
Attn: General Counsel
Tarrytown, NY 10591

City of Perth Amboy                           $250,000
260 High St.
Perth Amboy, NJ

American Iron & Metal Trading                 $243,652

Ni-Met Resources, Inc.                        $170,758

NJDEP                                         $112,500

JB Hunt Transport Inc.                         $96,572

Salitsky Alloys Inc.                           $84,984

Air Products & Chemicals                       $47,268

Swift Transportation Co.                       $44,792

Laroche Industries                             $43,387

Metalsco, Inc.                                 $42,250

Triangle Packaging                             $40,953

Jersey Central Power & Light                   $40,137

Sterns & Weinroth                              $39,226

Noranda Inc.                                   $33,060

Heritage Technologies LLC                      $29,842

Freehold Cartage Inc.                          $27,929

Chase Brass & Copper Co.                       $27,383

GATX Rail Div. Of Gatx Fin. Corp.              $27,268

B. Madison Industries' 20 Largest Unsecured Creditors:

Entity                                    Claim Amount
------                                    ------------
Enron Energy Services                         $571,369
P.O. Box 846064
Dallas, TX 75284-6064

Ciba Specialty Chemicals Water Treatment      $500,000
560 White Plains Road
Attn: General Counsel
Tarrytown, NY 10591

City of Perth Amboy                           $250,000
260 High St.
Perth Amboy, NJ

UGI Energy Services Inc.                      $206,635

NJDEP                                         $112,500

Honeywell Inc.                                 $98,159

Select Sales                                   $65,343

United Healthcare                              $61,880

Carus Chemical Co.                             $60,329

Freehold Cartage Inc.                          $54,543

Republic Environmental                         $53,120

Old Bridge Municipal Utilities                 $48,928

Hood Packaging Corp.                           $39,070

Jersey Central Power & Light                   $38,041

USA-PA                                         $19,287

J Pinz Scrap Metals                            $17,506

General Chemical                               $14,850

Norfalco                                       $12,739

Edwards Fiberglass Inc.                        $11,703

Schneider National Bulk                        $11,396


ONE PRICE CLOTHING: Terminates C. Burt Duren as Company's CFO
-------------------------------------------------------------
One Price Clothing Stores, Inc. (OTC: ONPR), an operator of a
national chain of retail specialty stores offering first quality,
in-season apparel and accessories for women and children,
announced the termination of C. Burt Duren, Chief Financial
Officer of the Company.

Mr. Duren was terminated because of issues raised regarding
representations made in connection with the Company's revolving
credit facility.  The Company is in close contact with its lenders
to address these representations and the default they appear to
trigger under the Company's revolving credit facility.

The Audit Committee of the Company's Board of Directors has
directed outside legal counsel to review the facts and
circumstances surrounding Mr. Duren's termination, and outside
legal counsel, on behalf of the Company, has contacted the
Securities and Exchange Commission about such matters.  Counsel
for the Audit Committee is in the process of engaging independent
forensic auditors to fully investigate all questions concerning
the Company's representations to its lenders and the impact of
such representations on the Company's financial reports filed with
the SEC.  The Company expects that the forensic auditors will be
engaged this week.  The Board and Company management are fully
cooperating with the independent investigation.

John Disa, the Company's Chief Executive Officer, said:  "We are
committed to fully investigating and resolving issues related to
representations made to our lenders and made in our financial
reports, and we will take appropriate action against any employee
or former employee found to have committed any wrongdoing.  We
have communicated an absolute zero tolerance policy for any such
acts and we plan to act promptly.  We appreciate the efforts of
Sun Capital Partners, Inc., an affiliate of our majority
stockholder, in connection with both the discovery and prompt
investigation and action regarding these important issues.
Preliminary indications are that these issues have been going on
prior to Sun Capital Partners, Inc.'s involvement with the
Company. We are also pleased to announce that Lynn Skillen, Vice
President of Sun Capital Partners, Inc. has agreed to serve as
interim Chief Financial Officer of the Company."

Marc J. Leder, Managing Director of Sun Capital Partners, Inc.
added:  "We are confident that John Disa, the Company's recently
appointed Chief Executive Officer, and his management team are
committed to resolving all issues with respect to past
representations to the Company's lenders and to the public. We are
also confident that John and his team are committed to
implementing the Company's new business plan designed to
rationalize its cost structure and strengthen its financial
condition and overall operations."

One Price Clothing Stores, Inc. currently operates 550 stores in
30 states, the District of Columbia, Puerto Rico and the U.S.
Virgin Islands under the One Price & More!, BestPrice! Fashions
and BestPrice! Kids brands.  For more information on One Price,
visit http://www.oneprice.com/

                         *    *    *

As previously reported, One Price Clothing Stores Inc. incurred
operating losses during its three most recent fiscal years and the
six-month period ended August 2, 2003, and as of August 2, 2003,
the Company had a substantial working capital deficit.

The Company believes that these recent losses were exacerbated by
difficult economic conditions existing in the retail market within
which the Company operates. Since the end of fiscal 2002, the
Company has experienced a negative sales trend as compared with
the same period in prior fiscal years, even after adjusting for
the decrease in the number of stores the Company operates. The
Company's net sales for the first twenty-six weeks of fiscal 2003
were 12.5% below those for the same twenty-six weeks of fiscal
2002 which is well below the level of sales assumed in the
Company's fiscal 2003 business plan. Comparable store sales for
the first twenty-six weeks of fiscal 2003 decreased 10.3% as
compared with the same period in fiscal 2002. This difficult sales
trend occurred during one of the historically strongest net sales
periods of the Company's fiscal year. The primary reasons
identified for the fiscal 2003 year to date decrease in net sales
were imbalances in select merchandise categories, continued
weakness in consumer spending on apparel, cooler and wetter than
normal weather conditions in many of the Company's markets, and
continued economic uncertainty.

Deloitte & Touche LLP, of Greenville, South Carolina, the
Company's independent auditors have stated:  "We have previously
audited, in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet of
the Company as of February 1, 2003, and the related consolidated
statements of operations, shareholders' equity, and cash flows for
the year then ended (not presented herein); and in our report
dated May 16, 2003, we expressed an unqualified opinion on those
consolidated financial statements, and included an explanatory
paragraph concerning matters that raise substantial doubt about
the Company's ability to continue as a going concern."

Historically, the Company's primary needs for liquidity and
capital have been to fund its new store expansion and the related
investment in merchandise inventories. The Company historically
has relied upon cash provided by operations and borrowed funds
from its revolving credit facility to meet its liquidity needs.
During the Company's three most recent fiscal years, the Company
has primarily relied upon its credit facilities to offset cash
used in operations and to expand, relocate and open new stores.
Because of its existing levels of debt, management considers its
primary risk to liquidity to be its ability to generate adequate
levels of net sales and gross margin while effectively controlling
operating expenses. The Company relies on net sales and resultant
gross margin to provide sufficient cash flow to meet its financial
obligations. When net sales and gross margin levels have not been
sufficient in the past, the Company has drawn funds under its
credit facilities and/or negotiated with its lenders to provide
additional availability to meet its liquidity needs.

On June 27, 2003, the Company obtained $7,000,000 in additional
funding as a result of closing a transaction with Sun One Price,
LLC, an affiliate of Sun Capital Partners, Inc. (a private
investment firm based in Boca Raton, Florida) and three co-
investors. In exchange for the $7,000,000, the Company issued to
Sun One Price, 5,119,101 shares of its common stock, 100 shares of
its preferred stock (which are convertible into 11,964,500 shares
of common stock immediately upon amendment of the Company's
Certificate of Incorporation) and an anti-dilution warrant, the
result of which gave Sun One Price 85% of the voting rights of the
Company's common stock. Upon conversion of the 100 shares of
preferred stock to common stock, Sun One Price will own
approximately 85% of the Company's common shares outstanding and
will retain approximately 85% of the associated voting rights. The
anti-dilution warrant will allow Sun One Price to maintain its 85%
ownership position upon the exercise of options or warrants by
other investors. In addition, the Company also amended its
existing credit facility to, among other things, increase the
maximum credit from $44,650,000 to $54,650,000. The completion of
the equity investment and the amendments to the credit facility
was subject to certain conditions, including the Company obtaining
certain concessions from its existing vendors and finalization of
documentation reflecting the agreed upon enhancements to its
existing credit facility. These concessions included forgiveness
of $5,915,000 and deferral of up to 36 months of $4,099,000 of
amounts the Company owed to such vendors as of June 27, 2003. The
deferred amount bears interest at 5% per year.  These conditions
were satisfied and the stock purchase and related transactions
closed on June 27, 2003.

The Company's credit facilities consist of a revolving credit
agreement and term loan with its primary lender, a mortgage loan
collateralized by the Company's corporate offices and distribution
center and letter of credit facilities. Collectively, the credit
facilities contain certain financial and non-financial covenants,
with which the Company was in compliance at August 2, 2003.

The Company's ability to meet all obligations as they come due for
the twelve months ending July 2004, including planned capital
expenditures, is dependent upon the success in implementing its
strategies. There can be no assurance that the Company will be
successful in implementing these strategies.


OREGON COAST AQUARIUM: Bond Trustee Agrees to Forbear Thru July 1
-----------------------------------------------------------------
The Board of Directors of the Oregon Coast Aquarium, Inc., has
entered into a Forbearance Agreement with the Bond Trustee,
concerning the Aquarium's obligations on $14,110,000 State of
Oregon Health, Housing, Educational and Cultural Facilities
Authority Revenue Bonds 1998 Series A, dated as of September 1,
1998.

The Bonds were issued for the benefit of the Aquarium to refinance
prior bonds and fund a portion of the costs associated with the
construction of Passages of the Deep.

Following discoveries in 2002, of unauthorized and unreported
financial transactions and declines in the operating revenues of
the Aquarium, the Board has taken significant steps to improve the
financial condition of the Aquarium including operational
improvements, marketing improvements, and a major capital
campaign. The Forbearance Agreement between the Bond Trustee and
the Aquarium continues an earlier arrangement between the two
parties. The Aquarium has agreed to meet certain revenue and
operational expense targets. The Forbearance Agreement is an
important step in the Board's continuing efforts to improve the
Aquarium's financial condition.

Under the terms of the Forbearance Agreement, the Bond Trustee has
agreed not to take any legal action against the Aquarium with
respect to the Bonds through July 1, 2004, unless the Aquarium
fails to meet its revenue and expense targets under the Agreement.
The Bond Trustee has continued to make interest payments on the
Bonds from established reserves.

The Aquarium will continue to take steps to improve its financial
condition. During the course of the next several months, the
Aquarium will be evaluating alternatives to restructure the
payment and other obligations of the Aquarium with respect to the
Bonds.

The board of directors has expressed thanks to bondholders for
their continued support for the Aquarium and to the public for
their ongoing assistance through attendance, volunteerism and
donations.


OWENS: Foster Seeks Relief Re Asbestos Claims' Final Settlement
---------------------------------------------------------------
Pursuant to Rule 23 of the Federal Rules of Civil Procedure, made
applicable by Rule 7023 of the Federal Rules of the Bankruptcy
Procedure, Foster & Sear, L.L.P., asks the Court for a
declaratory judgment against Owens Corning Corporation and
Fibreboard Corporation.

Foster & Sear is a law firm that represents individuals in
personal injury and wrongful death cases resulting from exposure
to asbestos and asbestos containing products.  Foster & Sear
represents thousands of persons with claims against Owens Corning
and Fibreboard for personal injuries and wrongful death suffered
as a result of exposure to asbestos manufactured and distributed
by the Debtors.

This exposure to asbestos or asbestos containing products
manufactured or distributed by the Debtors occurred when the
Asbestos Plaintiffs were performing everyday tasks, like earning
a living; but the exposure caused extraordinary illnesses ranging
from mesothelioma and assorted varieties of cancer, including,
but not limited to, lung cancer and various nonmalignant
illnesses.

Duane D. Werb, Esq., at Werb & Sullivan, in Wilmington, Delaware,
informs the Court that on behalf of the Asbestos Plaintiffs,
Foster & Sear filed numerous lawsuits in Texas State Courts on
account of the personal injuries and wrongful deaths suffered by
the Asbestos Plaintiffs from the asbestos the Debtors
manufactured and distributed.  These lawsuits sought damages from
the Debtors to compensate the Asbestos Plaintiffs for their
medical expenses, as well as other elements of compensatory and
punitive damages.

In an attempt to obtain adequate, timely, compensation for the
Asbestos Plaintiffs, Foster & Sear engaged in negotiations to
resolve these lawsuits, as well as other unfiled claims against
the Debtors.  These negotiations culminated in a National
Settlement Plan Agreement that Foster & Sear executed on behalf
of the Asbestos Plaintiffs on June 28, 1999.

The Initial Settlement provided for the release of liability for
asbestos claims of 7,200 pending Asbestos Plaintiffs and an
unlimited number of future claimants.  In exchange for these
releases, the Initial Settlement provided for certain levels of
payments to the Asbestos Plaintiffs as determined by each
Asbestos Plaintiff's illness, whether the claim was a currently
filed lawsuit and whether a Plaintiff was a pending or future
claimant.  These payments ranged from $288,000 for a filed case
of mesothelioma to $17,169 for an unfiled asbestos-related non-
malignant condition.  There was no cap on the total amount of
funds the Debtors will pay under the Initial Settlement.

The Initial Settlement noted that, although Foster & Sear
represented all of the Asbestos Plaintiffs, the decision to
participate in the Initial Settlement rested with each individual.
By letter dated March 2, 2000, Foster & Sear notified the Debtors
that because none of the claims as submitted over a period of
several months were approved for payment, Foster & Sear
anticipated that more than 12 of the Asbestos Plaintiffs would
choose to be Non-participating Plaintiffs.

By letter dated March 13, 2000, Foster & Sear confirmed receipt
of the March 10th letter from the Debtors terminating the Initial
Settlement.

As a result of continued negotiations between the parties, on
April 17, 2000, the Debtors and Foster & Sear, on behalf of 6,900
of the Asbestos Plaintiffs, executed a settlement agreement which
resolved the claims of those 6,900 Asbestos Plaintiffs resulting
from exposure to asbestos or asbestos containing products the
Debtors manufactured or distributed.

According to Mr. Werb, the Final Settlement represented a very
substantial compromise of the Asbestos Plaintiffs' claims.  Under
the Final Settlement, the Asbestos Plaintiffs accepted
significantly less compensation from the Debtors than under the
Initial Settlement in exchange for a streamlining of the
settlement process to provide expedited payment to the Asbestos
Plaintiffs, many of whom had little time to enjoy the fruits of
their settlement.  The Final Settlement also incorporated a
release form, fully negotiated by the parties, for execution by
the Asbestos Plaintiffs.  This release form was specifically
designed to satisfy qualification requirements for the Asbestos
Plaintiffs and to provide a full release to the Debtors for any
and all claims.

In exchange for releases of liability from the Asbestos
Plaintiffs, Mr. Werb reports that the Debtors each deposited
$40,000,000 into separate escrow accounts, which continue to be
maintained by Foster & Sear in trust for the exclusive benefit of
the Asbestos Plaintiffs.  In addition to the fixed amount of
liability afforded the Debtors through the Final Settlement, the
agreed amounts to be distributed to each of the Asbestos
Plaintiffs for certain illnesses were substantially reduced to
allow for the satisfaction of all claims through the Settlement
Funds.

Pursuant to the terms of the Final Settlement, after the deposits
were made into the escrow accounts, the Asbestos Plaintiffs were
the legal and equitable owners of the Settlement Funds.
Intrinsically, the Debtors maintained no property interest in,
right to, or control over the Settlement Funds.  The escrow
accounts did not provide for access by either of the Debtors;
thus, they agreed to relinquish any ownership interest, whether
legal, equitable, or even possessory, in the Settlement Funds.

Mr. Werb notes that the Final Settlement also contained a
reversionary provision -- that is, in the event that all
qualifying Asbestos Plaintiffs were paid the amounts as
determined for each of their illnesses, any remaining Settlement
Funds would be distributed, pro-rata, among the qualifying
Asbestos Plaintiffs.  The terms of the Final Settlement provided
that all of the Settlement Funds were to be distributed to the
qualifying Asbestos Plaintiffs, with no regard to how many
Asbestos Plaintiffs qualified to receive Settlement Funds.  Thus,
hypothetically, in the unlikely event that only one thousand of
the Asbestos Plaintiffs were able to qualify for payments under
the Final Settlement, the terms of the Final Settlement would
provide for the entire amount of the Settlement Funds to be
transferred to those one thousand Asbestos Plaintiffs with no
funds ever reverting back to the Debtors.  This provision was
beneficial to all parties; it reduced the administrative burden
on the Debtors and it provided for finality to the Asbestos
Plaintiffs.

Under the terms of the Final Settlement, Foster & Sear was to
transfer the Settlement Funds from the appropriate escrow
accounts to the Asbestos Plaintiffs once Foster & Sear met these
requirements:

   (1) Foster & Sear was to provide the Debtors with a release
       signed by the Asbestos Plaintiff;

   (2) Foster & Sear was to collect a written medical
       confirmation from a qualified physician stating that the
       Asbestos Plaintiff has or had an asbestos-related
       disease; and

   (3) Foster & Sear was to, within 90 days of making a
       distribution, collect evidence of exposure to an asbestos-
       containing product manufactured by the Debtor.

The Debtors' outside counsel approved the form of the release as
proper under the terms of the Final Settlement.

Foster & Sear prepared a file for each Asbestos Plaintiff
receiving the Settlement Funds that contained all information
required by the Final Settlement.  These Files were delivered to
the Debtors.  The Release Requirement and the Exposure Evidence
Requirement were fulfilled through the inclusion of a release
executed by each Asbestos Plaintiff in the form attached to the
Final Settlement and approved by the Debtors' counsel.  The
Medical Confirmation Requirement was also fulfilled.  Thus, all
prerequisites to the release of Settlement Funds from the escrow
account were met.

Mr. Werb relates that $65,000,000 of the Settlement Funds was
distributed to the Asbestos Plaintiffs and, within 90 days, files
were submitted pursuant to the Final Settlement.  As each
Asbestos Plaintiff received his or her portion of the Settlement
Funds in exchange for release of his or her claims against the
Debtors, those Asbestos Plaintiffs paid Foster & Sear a
proportionate contingency fee for legal services.

Subsequent to the distribution of $65,000,000 of the Settlement
Funds, on October 5, 2000, Foster & Sear was notified that the
Debtors filed for protection under the Bankruptcy Code.  Foster &
Sear made no further distributions of the Settlement Funds.
Together with the accrued interests, $15,000,000 remains in the
escrow accounts.

After the bankruptcy filings, Foster & Sear and the Debtors'
counsel continued to correspond regarding the effect of the
bankruptcy filings on the Settlement Fund.  Mr. Werb tells the
Court that the Debtors asserted that the remaining Settlement
Funds were property of their bankruptcy estates and, therefore,
subject to the automatic stay.  In the course of these
conversations and correspondence, the Debtors asserted that
despite the submission of releases in the form as attached to the
Final Settlement, Foster & Sear failed to submit proper exposure
evidence.  Foster & Sear since learned that the Debtors allege
that no exposure evidence were provided due to the wording of the
release to which the Debtors previously agreed.  However, Mr.
Werb notes that the Debtors did not dispute the Asbestos
Plaintiffs' compliance with any other term of the Final
Settlement.

The release, as attached to the Final Settlement and approved by
the Debtors' counsel, and executed by the Asbestos Plaintiffs,
states that "Plaintiffs allege that [insert Plaintiff's name] was
exposed to asbestos, including asbestos that came from a product
or product components or constituents, designed, manufactured,
distributed, used or otherwise handled by one or more of the
RELEASEES, and that this exposure to asbestos caused injury to
the Injured Party."

The Debtors represented to Foster & Sear that the release agreed
to in the Final Settlement and approved by their counsel does not
satisfy the Exposure Evidence Requirement because it employs the
word "allege" instead of the word "attest" or "affirm."  Indeed,
this entire dispute is over allegations of the meaning and
differences of "allege," "affirm," and "attest."

Mr. Werb points out that the wording of the release was approved,
in writing, on two separate occasions, by the Debtors' competent
counsel:

   (1) upon the execution of the Final Settlement; and

   (2) via facsimile from counsel.

In any event, the semantic acrobatics engaged by the Debtors are
nothing but dilatory.  In the context of the Final Settlement
these three words are synonymous.  Thus, the releases -- whether
or not approved by the Debtors -- fulfill the Exposure Evidence
Requirement.  The use of these words does not change the effect
of the Final Settlement.

In 2002, the expiration of the statute of limitations on filing
an action to seek the avoidance of any transfers the Debtors made
drew near.  Because this deadline was fast approaching, the
Debtors asked Foster & Sear to enter into a tolling agreement to
allow more time to determine whether an action was appropriate
against Foster & Sear.  Foster & Sear agreed, and entered into
that certain Tolling Agreement extending the deadline to file any
avoidance action against Foster & Sear or any of the Asbestos
Plaintiffs through and including October 5, 2003.

After execution of the Tolling Agreement, the Debtors continued
to assert that the releases, as submitted by the Asbestos
Plaintiffs, did not satisfy the Final Settlement.  In addition,
the Debtors continued to assert that they might initiate a
complaint to recover the Settlement Funds as a breach of contract
or fraudulent transfer against Foster & Sear as well as the
Asbestos Plaintiffs.  During all of these discussions and
allegations by the Debtors, Foster & Sear was prohibited from
distributing the remaining $15,000,000 of the Settlement Funds in
the escrow accounts to the Asbestos Plaintiffs, as contemplated
in the Final Settlement as just compensation for their injuries.

Forced by the circumstances, Foster & Sear seeks declaratory
relief that is necessary and appropriate to determine that:

   (1) it did not breach the Final Settlement;

   (2) the Settlement Funds are not property of the Debtors'
       bankruptcy estates;

   (3) Foster & Sear is not an initial transferee of the
       Settlement Funds; and

   (4) Foster & Sear is not a subsequent transferee of the
       Settlement Funds. (Owens Corning Bankruptcy News, Issue No.
       64; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFICARE HEALTH: S&P Raises Counterparty Credit Rating to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on PacifiCare Health Systems Inc. to 'BB+' from 'BB' and it
removed from CreditWatch.

Standard & Poor's also said that the outlook on PacifiCare is
stable.

"The ratings on PacifiCare had been placed on CreditWatch on
Nov. 12, 2003, after PacifiCare announced its 3.8 million share
issuance of its common stock and that it would apply a significant
portion of the proceeds to redeem $175 million in principal of the
company's outstanding 10.75% senior notes maturing on June 1,
2009," explained Standard & Poor's credit analyst Phillip C.
Tsang. "Standard & Poor's stated that upon completion of this
common stock issuance and the redemption of the company's
outstanding 10.75% senior notes, Standard & Poor's would raise its
ratings on PacifiCare one notch." PacifiCare completed the
redemption on Dec. 15, 2003.

PacifiCare holds a strong business position as a regional managed
care organization. It serves about 2.9 million members in eight
states and Guam, offering primarily HMO-related products and
services. Specialty products offered by the company include
dental, vision, life, behavioral health, and pharmacy management.
PacifiCare is one of the largest Medicare risk contractors in the
U.S. Standard & Poor's expects PacifiCare will benefit from the
new Medicare legislation that creates a new government-paid
prescription drug benefit for the elderly starting in 2006 and
provides for a 2% increase in Medicare+Choice reimbursement in
2004. PacifiCare, already profitable in the Medicare+Choice
business, will benefit from this fee increase.

Standard & Poor's believes PacifiCare's recapitalization plan will
result in a stronger capital profile, as the company's
capitalization, liquidity, and financial flexibility are expected
to improve. Standard & Poor's expects that PacifiCare's debt-
servicing costs will be lower. In addition, the company's
financial flexibility is expected to improve because of a lower
level of debt relative to shareholders' equity, providing it with
room to raise capital if needed.

More importantly, in 2003, PacifiCare's management has committed
to capitalize its operating subsidiaries at a much stronger level
than before. The level of statutory capital maintained at
PacifiCare's California HMO, its largest operating subsidiary, is
expected to increase significantly in 2003. In previous years, the
capital adequacy ratio at PacifiCare's California HMO was
particularly weak. PacifiCare's consolidated capital adequacy
ratio for all of its operating HMOs is expected to improve to a
strong level from the marginal level of previous years.


PARK PLACE: Selling Las Vegas Hilton to Colony Capital for $280M
----------------------------------------------------------------
Park Place Entertainment Corporation (NYSE: PPE) entered into a
definitive agreement to sell the Las Vegas Hilton to an affiliate
of Colony Capital, LLC, a Los Angeles based international private
investment firm, for approximately $280 million.

The transaction is expected to close by the end of the second
quarter of 2004 and is subject to customary closing conditions
outlined in the purchase agreement.

"The Las Vegas Hilton has been a longstanding and distinguished
member of the Park Place family, and it has a legendary place in
the history of Las Vegas," said Park Place President and Chief
Executive Officer Wallace R. Barr.

"However, as we move forward, the company's strategy is to focus
on core assets. In Las Vegas, those assets are Caesars Palace,
Bally's, Paris and the Flamingo - all located at the key
intersection of Flamingo Road and the Las Vegas Strip. Divesting
the Las Vegas Hilton allows us to concentrate on and reinvest in
those assets while continuing to reduce our overall level of
indebtedness," Barr added.

"The hotel-casino and the prime real estate on which it sits are
truly irreplaceable assets," said Thomas J. Barrack, Jr., Chairman
and CEO of Colony Capital. "We look forward to this opportunity to
further enhance and reposition the property."

Under the terms of the agreement, Colony will purchase all the
assets of the Las Vegas Hilton Hotel and Casino, and will assume
certain related current liabilities. The aggregate consideration
may be adjusted for changes in net working capital.

Colony expects to enter into an agreement with Hilton Hotels
Corporation pursuant to which the hotel will continue to use the
Hilton brand. The firm intends to continue the operation of the
property as a hotel-casino, and may construct additional
facilities on land that is currently unused. Colony, one of the
few private investment firms licensed in gaming, owns Resorts
International in Atlantic City and is a partner in Accor Casinos
in Europe. Nicholas Ribis, vice chairman of Resorts, will be a
partner in the Las Vegas Hilton acquisition.

Park Place intends to use the net proceeds from the sale -
estimated at $265 million after taxes - to reduce borrowings under
its revolving credit facilities. The company expects to report a
gain on sale of approximately $85 million after taxes, or $0.28
per diluted share, in the quarter in which the transaction closes.
Until the sale is completed, the Las Vegas Hilton will be
accounted for as an asset held for sale.

Earnings before interest, taxes, depreciation and amortization and
other non-cash charges (EBITDA) at the Las Vegas Hilton for the
twelve months ended September 30, 2003 totaled approximately $12
million. Depreciation and amortization was $18 million, and
operating income was ($6 million). For the twelve months ended
September 30, 2003, the company's pro forma fully diluted GAAP
earnings per share would have been $0.39 instead of $0.36, and the
leverage ratio would have been 4.17X vs. 4.37X. These pro forma
calculations assume that the after-tax proceeds would have been
used to pay down borrowings on the company's revolving credit
facilities.

"The sale of the Las Vegas Hilton will have a meaningful impact on
our financial position and should add to our earnings going
forward," said Park Place Executive Vice President and Chief
Financial Officer Harry C. Hagerty. "Pro forma for the sale, our
total debt at year-end 2003 would be approximately $4.3 billion,
representing a decrease of nearly $1 billion over the last two
years. From a cash flow perspective, the sale will be beneficial
since capital expenditures at the Las Vegas Hilton have exceeded
EBITDA for the last two years.

"The transaction has the potential to be more accretive to
earnings than the figures presented above would suggest," added
Hagerty. "Those figures assume that the net proceeds would have
been used to pay down debt on our revolver, which is a low return
investment. In both the projects we have already announced and
others under consideration, we hope to earn higher returns."

Opened in July, 1969 as The International, then the largest hotel
in Las Vegas, the Las Vegas Hilton immediately took its place as
the home of legendary entertainment. Barbra Streisand was the
featured performer at the opening gala and Elvis Presley made his
famous Las Vegas comeback at the hotel during its opening month.

Rising 30 stories above the desert skyline, the hotel adjoins the
3.2 million-square-foot Las Vegas Convention Center. The resort
features three distinct casinos, nearly 3,000 guest rooms and
suites, 13 restaurants, a pool, spa and fitness centers and more
than 200,000 square feet of conference space.

SG Cowen and CB Richard Ellis are advising Park Place. Goldman,
Sachs & Co. is the exclusive financial advisor to Colony on the
transaction.

For the past twelve years, Colony Capital has invested over $9.0
billion in over 5,000 assets through various corporate, portfolio,
and complex property transactions. Colony has a staff of over 100
and is headquartered in Los Angeles, with offices in New York,
Paris, Rome, Beirut, Singapore, Hawaii, Tokyo, Taipei, Shanghai
and Seoul.

Park Place Entertainment Corporation (NYSE: PPE) (Fitch, BB+
Senior Unsecured Debt and BB- Senior Subordinated Debt Ratings) 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. in January 2004, when it will begin trading
under the new ticker symbol (NYSE:CZR).

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


PARMALAT: Parma Court Declares Company Insolvent at Sat. Hearing
----------------------------------------------------------------
Acting on an expedited basis as the Company's behest, Judge
Vittorio Zanichelli convened an in camera hearing Saturday
afternoon in the Parma Court's Bankruptcy Section (Tribunale di
Parma, Sezione Fallimentare) to review Parmalat S.p.A.'s request
for protection from creditors.

Parmalat's petition for a temporary breathing spell is made
pursuant to a new law enacted on Dec. 23 tailored for troubled
companies with more than 1,000 workers and owing more than 1
billion euros six months.

Parmalat's Petition "is protected by the Law and it may not be
divulged or published," a creditors' attorney in Milan explains.
The facts on which Parmalat bases its request for protection and
any testimony Enrico Bondi may have proffered in support of that
relief are secret.

One prominent U.S. attorney representing bondholder interests
confirms that his firm hasn't seen definitive court documents from
the Italian courts and says he's not sure they will be made
public.  "Welcome to Italy," that attorney quips.

Judge Zanichelli's order entered Saturday:

    * finds that Parmalat S.p.A. is insolvent;

    * finds that the company qualifies to enter into an
      Extraordinary Administration (Amministrazione
      straordinaria) proceeding under Italian law;

    * appoints Enrico Bondi to serve as a so-called Commissioner
      in the Amministrazione straordinaria proceeding and gives
      him the authority to:

      -- operate the business in the ordinary course, and

      -- incur new debts to operate the business and repay those
         new obligations in the ordinary course; and

    * restrains creditors from commencing or continuing
      any action to collect a debt arising prior to December 27,
      2003.

A Surveillance Committee (Comitato di Sorveglianza) composed of a
small number of creditors will be appointed in the near future.
Over time Mr. Bondi and that Committee are expected to craft a
Reorganization Plan (Piano di risanamento) that will sell
unproductive assets, restructure core assets, recover assets that
improperly left the company, marshall the value of the estate, and
distribute that value to creditors based on their priority under
applicable law.  The restructuring proceeding is subject to
continuing supervision by the Ministry of Industry and Commerce.


PARMALAT: Calamos Investments Dumps Securities on Dec. 12
---------------------------------------------------------
In light of the recent accounting scandal uncovered at Parmalat,
one of Europe's biggest food groups, CALAMOS INVESTMENTS reports
that it sold all positions in the security on December 12, 2003
prior to the public release of allegations of fraud.

John P. Calamos, chairman and chief investment officer commented,
"While we were unaware of any fraud, our analysis of the company's
financials made us uncomfortable with the terms of the bonds and
their impact on bondholders should conditions continue to decay.
CALAMOS' portfolios are widely diversified.  As a result of the
sale in mid-December, the impact on CALAMOS products was minimal."

CALAMOS INVESTMENTS provides professional money management
services to clients that include major corporations, public and
private institutions, pension funds, insurance companies and
individuals and is an investment advisor to open-end and closed-
end funds.  It offers high yield, equity, global, growth and
income, convertible, and alternative investment strategies.
Engaged in securities research and investing since 1977, the firm
manages approximately $23 billion in assets as of November 30,
2003.


PG&E NATIONAL: ET Debtors Propose Contract Mediation Procedures
---------------------------------------------------------------
The Energy Trading Debtors ask the Court to approve a protocol
for the mediation of various trading and tolling contracts.

                      The Tolling Contracts

The ET Debtors are parties to various prepetition tolling
contracts, under which, they have the right, but not the
obligation, to provide fuel to a generating facility and then to
take the generated electricity.  In exchange for the right to use
the facility to convert its fuel into electricity, the ET Debtors
pay the facility owner a predetermined tolling fee on a periodic
basis.  The ET Debtors are then able to:

   (a) operate the facility using their own fuel; and

   (b) control the related electricity generation output without
       incurring the capital expense of owning the generating
       facility.

                      The Trading Contracts

In the ordinary course of business, the ET Debtors also entered
into various physical commodity contracts and derivative
contacts.  The physical commodity contracts provided for the
delivery of energy commodities.  As a general matter, derivative
contracts are financial contacts whose values are based on, or
derived from, the price of a traditional security, an asset, an
interest rate, or a market index.  In the case of energy
derivatives, the financial contracts typically are based on an
index price of an energy commodity or the comparative difference
between two indices based on energy commodities.  The ET Debtors'
businesses were by nature, sensitive to fluctuations in energy
and energy-related commodities prices, interest rates and foreign
currency exchange rates.  The ET Debtors entered into derivative
contracts to reduce the risks associated with the fluctuations.

The types of Trading Contracts are:

   (a) Forward Contracts

       A forward contract obligates the purchaser to acquire or
       deliver a commodity or asset on a specified date in the
       future at a specified price.

   (b) Futures Contract

       Similar to the forward contract, a futures contact
       also obligates the purchaser to acquire or deliver a
       commodity or asset at a specified price on a specified
       date in the future.  A futures contract differs from a
       forward contract in that it is generally available for
       purchase only on an organized commodity exchange or
       similar marketplace which serve as the contract
       counterparty to all participants and generally requires
       the posting of margin by contract participants.  Posting
       of margin requires participants to deposit money in an
       account with the exchange to be transferred to the
       exchange to the extent that the participant owes money on
       account of the futures contract or is in default on its
       obligation to the exchange.

   (c) Swap Contracts

       A swap contract obligates each party to a contract to
       exchange or swap cash flows at specified intervals.  An
       interest rate swap contract obligates one party to
       pay a cash flow calculated based on the application of a
       fixed rate of interest on a hypothetical principal amount,
       known as a notional amount, while the other party might be
       obligated to pay a cash flow calculated based on the
       application of a floating rate of interest on the same
       notional amount.

   (d) Option Contracts

       An option contract provides the purchaser the right, but
       not the obligation, to purchase or sell a security or
       asset at a specified price on a specified date.  Option
       contracts may be used for purposes of hedging or reducing
       risk or for purposes of speculating on the prices of
       underlying securities, assets or indices.

Recognizing the unique status of certain Trading Contracts in the
financial and commodity markets, the Bankruptcy Code contains
"safe harbor" provisions -- contained in Sections 555, 556, 559
and 560 of the Bankruptcy Code -- regarding Trading Contracts to
which a debtor-in-possession is a party.  The provisions
generally permit non-debtor counterparties to Safe Harbor
Contracts to exercise certain rights and remedies not generally
available to other contract counterparties in a bankruptcy case.

Among the Safe Harbor rights and protections under the Bankruptcy
Code are provisions that:

   (a) allow the non-debtor party to terminate, liquidate and
       apply collateral under a Safe Harbor Contract upon a
       bankruptcy of the other party, notwithstanding
       Section 365(e)(1);

   (b) protect prepetition payments made under a Safe Harbor
       Contract by the debtor to the non-debtor party from the
       avoidance powers of a trustee or debtor-in-possession
       except in particular cases of actual intent to defraud
       other creditors; and

   (c) permit the non-debtor party to set off mutual debts and
       claims against the debtor under a Safe Harbor Contract
       without the need to obtain relief from the automatic stay,
       so as long as the Safe Harbor Contracts allow for the
       set-off.

                     Arbitration Provisions

At the Petition Date, the ET Debtors had 200 Trading and Tolling
Contracts.  Of the contracts, 100 have some type of mandatory
arbitration provision.

The provisions vary as to the type of arbitration, the number of
arbitration, the independence of the arbitrators, the experience
of the arbitrators, the selection of arbitrators, and the
location of the proceedings.  While some disputes would be
decided by one arbitrator for the relevant industry, others would
be decided by three independent experts agreed to by the parties.
In some instances, only one of a panel of three arbitrators would
be independent.  None of the clauses require that the arbitrator
have any bankruptcy training or experience.  Moreover, the
contracts provide for differing rules to apply to the arbitration
proceedings and different prerequisites before the before the
parties go to arbitration.  Finally, most of the arbitration
provisions specify the particular locations where the arbitration
is to take place, typically alternating between the locations of
the contracting parties.

                   Protocol for the Mediation of
                   Trading and Tolling Contracts

The proposed Protocol provides a set of procedures to try to
resolve disputes relating to the ET Contracts -- whether or not
those contracts contain arbitration provisions -- in a fair and
efficient manner:

A. Assignment of Matters to Mediation

   (a) Automatic Assignment of Adversary Proceedings

       Assignment of a matter to mediation occurs automatically
       upon the filing of an adversary complaint and a responsive
       pleading.

   (b) Stipulation of Parties

       Any matter may be referred to mediation upon stipulation
       of the parties by written declaration, and in the event an
       adversary proceeding or other dispute is pending before
       the Bankruptcy Court, the written declaration will be in
       the form of a stipulated order to be filed with the Court.

   (c) Notice of Mediation Protocol

       Upon initiating an adversary proceeding against a party
       regarding a Safe Harbor Contract or Tolling Agreement, the
       ET Debtors, within five business days of filing the
       adversary proceeding, will send a copy of the Protocol and
       the list of mediators approved by the Court to the party.

B. Mediator

   (a) Appointment of the Mediators

       The Debtors will submit a list of proposed Mediators to
       the Court no later than January 16, 2004, and serve copies
       of that list on the United States Trustee and the Official
       Committee of Unsecured Creditors.  If no objection is
       filed with respect to any of the Mediators by
       January 26, 2004, the Mediators will be deemed approved
       without delay.  If an objection is filed as to any
       proposed Mediator, the ET Debtors will either withdraw the
       proposed Mediator's name from consideration or schedule a
       hearing to consider the approval of the proposed Mediator.
       However, the Court will retain the right to disapprove the
       designation of any proposed Mediator at any time.

   (b) Selection of a Mediator

       -- The ET Debtors and non-ET Debtors party will confer and
          attempt to agree on the selection of a Mediator.  If
          the parties cannot agree on a Mediator within five
          business days of assignment to mediation, on the
          request by either party, the Court will appoint a
          Mediator and alternate Mediator; or

       -- If the Mediator is unable to serve, the Mediator will
          file, within seven days after receipt of the notice of
          appointment, a notice of inability to accept
          appointment and immediately serve a copy on the
          appointed alternate Mediator.  The alternate Mediator
          will become the Mediator for the matter.  If neither
          can serve, the Court will appoint another Mediator and
          alternate Mediator.

   (c) Disqualification of a Mediator

       A Mediator may be disqualified in a particular matter for
       bias or prejudice as provided by Section 144 of the
       Judiciary Code or, if not, disinterested under Section 101
       of the Bankruptcy Code.  A Mediator will be disqualified
       in any matter where Section 455 of the Judiciary Code
       would require disqualification if that person were a
       justice, judge or magistrate.

   (d) Compensation of Mediators

       The Mediator's compensation will be on the terms that are
       satisfactory to the Mediator and subject the Court's
       approval.

C. Mediation

   (a) Scheduling of Mediation

       Upon consultation with all attorneys subject to the
       mediation, the Mediator will fix a reasonable time and
       place for the initial mediation conference of the parties
       with the Mediator and promptly will give the attorneys
       advance written notice of the conference.  The Mediator,
       in conjunction with the parties, will set a time for an
       initial mediation conference as soon after the assignment
       of the matter to mediation as practical.  To ensure prompt
       dispute resolution, the Mediator will have the duty and
       authority to establish the time for all mediation
       activities, including private meetings between the
       Mediator and parties and the submission of relevant
       documents.  The Mediator will have the authority to
       establish a deadline for the parties to act upon a
       proposed settlement or upon a settlement recommendation
       from the Mediator.

   (b) Mediation Conference

       A representative of each party will attend the mediation
       conference, and must have complete authority to negotiate
       all disputed amounts and issues, provided that any
       agreement by the ET Debtors will be subject to approvals
       and procedures established in the Settlement Protocol for
       Safe Harbor Contracts and any Court order.  The Mediator
       will control all procedural aspects of the mediation.  The
       Mediator will also have the discretion to require that the
       party representative or a non-attorney principal of the
       party with settlement authority be present at any
       conference, provided that any agreement by the ET Debtors
       will be subject to approvals and procedures established in
       the Settlement Protocol and any Court order.  The Mediator
       will also determine when the parties are to be present in
       the conference room.  The Mediator will report any willful
       failure to attend or participate in good faith in the
       mediation process or conference, and may result in the
       imposition of sanctions by the Court.

   (c) Summaries

       Unless otherwise mutually agreed, each party will provide
       to the Mediator and the other party a brief summary of the
       disputed issues and facts within ten 10 days of the
       appointment of the Mediator in the particular matter.  The
       summaries are not to be filed with the Court nor disclosed
       to any other person or entity, unless the filing party
       consents.

   (d) Recommendations of the Mediator

       The Mediator will have no obligation to make written
       comments or recommendations, provided that the Mediator
       may furnish the attorneys for the parties with a written
       settlement recommendation.  Any recommendation will not be
       filed with the Court.

   (e) Post-Mediation Procedures

       If, in the mediation, the parties reach an agreement
       regarding the disposition of the matter, the ET Debtors
       party will prepare appropriate documentation of the
       agreement reached.  The agreement will be subject to the
       process and procedures established in the Settlement
       Protocol and any order of the Court.  If the mediation
       ends in an impasse, the matter will be heard or tried as
       scheduled.

   (f) Termination of Mediation

       Upon the latter of 120 days after the submission of the
       summaries, if any -- or after the date of the appointment
       of the Mediator if no such summaries are provided -- and
       written notice by a party to the Mediator and the other
       party that the mediation process has failed, the mediation
       will be deemed terminated, and the Mediator excused and
       relieved from further responsibilities in the matter
       without further Court order.

   (g) Location

       All mediations will be held in the Washington, D.C. area
       unless otherwise agreed by the parties.

D. Expenses

   The Mediator's reasonable compensation and other costs and
   expenses associated with the mediation will be divided equally
   between the parties.

E. Confidentiality

   (a) Confidentiality as to the Bankruptcy Court and Third
       Parties

       Any statements made by the Mediator, by the parties or by
       others during the mediation process will not be divulged
       by any of the participants in the mediation, or their
       agents, or by the Mediator to the Court or to any third
       party.  All records, reports, or other documents received
       or made by a Mediator while serving in that capacity will
       be confidential and will not be provided to the Court,
       unless they would be otherwise admissible.  The Mediator
       will not be compelled to divulge the records or to testify
       in regard to the mediation in connection with any
       arbitral, judicial or other proceeding, including any
       hearing held by the Court in connection with the referred
       matter.  Nothing, however, precludes the Mediator from
       reporting the status -- although not content -- of the
       mediation effort to the Court orally or in writing, or
       from complying with the obligation to report failures to
       attend or to participate in good faith.

   (b) Confidentiality of Mediation Effort

       Rule 408 of the Federal Rules of Evidence will apply to
       mediation proceedings.  Except as permitted by Rule 408,
       no person may rely on or introduce as evidence in
       connection with any arbitral, judicial or other
       proceeding, including any hearing held by the Court, any
       aspect of the mediation effort, including, but not limited
       to:

       -- views expressed or suggestions made by any party with
          respect to a possible settlement of the dispute;

       -- admissions made by the other party in the course of the
          mediation proceedings; or

       -- proposals made or views expressed by the Mediator.

F. Tolling Period

   (a) Time

       Any dispute will be stayed for a period of 130 days
       pending mediation.  In the event that both parties
       mutually agree to extend mediation past 120 days, the
       parties will submit a proposed extension of mediation stay
       to the Court with a proposed stay extension.

   (b) Effect of Tolling Period

       The tolling period does not alter a party's:

       -- obligation to file a responsive pleading pursuant to
          the Federal Rules of Bankruptcy Procedure;

       -- ability to file a motion to dismiss; or

       -- ability to file a motion for summary judgment or
          partial summary judgment.

G. Certification of Issues to Bankruptcy Court

   The Mediator will have the authority to certify any legal
   issue of significance to the Court on his own initiative, or
   on the mutual agreement of the parties.  In the event of
   such certification, the Court will receive briefs from the
   parties on the issues referred pursuant to a schedule
   established by the Court.

H. Withdrawal of Reference

   The Protocol will not affect the right of any party to file a
   motion to withdrawal the reference of its case to the Court,
   and seek any other appropriate relief, provided that a copy of
   the Protocol accompany any such motion filed with a District
   Court.

I. Creditors Committees

   The Creditors Committees may receive status reports on the
   mediations from the ET Debtors, and the ET Debtors may consult
   with the Committees in order to discharge the Committees'
   duties. (PG&E National Bankruptcy News, Issue No. 12;
   Bankruptcy Creditors' Service, Inc., 215/945-7000)


PHYAMERICA: Bankruptcy Court Okays New $8 Million Loan Facility
---------------------------------------------------------------
On Friday, December 19, 2003, the federal bankruptcy court
approved a new $8 million loan facility for PhyAmerica and its
affiliates. The loan was unanimously supported by PhyAmerica, the
Official Committee of Unsecured Creditors, and NCFE, its largest
creditor. The loan is being provided by an affiliate of R.D. PhyAm
Acquisition Corporation, which is the court-approved purchaser of
the PhyAmerica business.

Charles R. Goldstein of Navigant Consulting, Inc., the court-
appointed chief restructuring officer of PhyAmerica, said "We are
very pleased with the support RDA is providing to PhyAmerica as it
transitions to new ownership. This additional capital infusion
will enable us to promptly close the sale transaction previously
approved by the court. Our target date for closing the sale
remains mid-January 2004."

Also on December 19, 2003, the federal bankruptcy court issued an
injunction prohibiting Dr. Steven Scott, for one year or further
order, from: (1) meeting with current employees and/or affiliates
of the Debtors and from making any representations or statements
concerning the former, current or future operations of the
Debtors; (2) communicating with any party to a Provider Contract
or any Provider about the operations of the Debtors; and (3)
taking any further actions to procure, service, impair or
otherwise interfere with the North Broward District contracts and
the relationship between the North Broward District and the
Debtors.

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

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

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

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


PSYCHIATRIC SOLUTIONS: Closes on Sale of 6.9 Million Shares
-----------------------------------------------------------
Psychiatric Solutions, Inc., (Nasdaq: PSYS) closed on the sale of
6,900,000 shares of common stock at $16.00 per share.

Of these shares, 900,000 were sold through the full exercise of
the underwriters' over-allotment option.  The Company sold
3,271,538 shares in the offering and received net proceeds of
approximately $49.5 million.  The Company intends to use the net
proceeds for general corporate purposes, including acquisitions.
Certain existing stockholders sold 3,628,462 shares in the
offering.  PSI will not receive any proceeds from the sale of
common stock by the selling stockholders.

Lehman Brothers is the sole book runner of the offering.  Merrill
Lynch, Raymond James, SunTrust Robinson Humphrey, Avondale
Partners, Stephens and Harris Nesbitt are the co-managers of the
offering.

Psychiatric Solutions, Inc. (S&P, B+ Corporate Credit Rating,
Negative Outlook) offers an extensive continuum of behavioral
health programs to critically ill children, adolescents and adults
through its operation of 23 owned or leased freestanding
psychiatric inpatient facilities with more than 2,800 beds.  The
Company also manages freestanding psychiatric inpatient facilities
for government agencies and psychiatric inpatient units within
general acute care hospitals owned by others.


RELIANCE: Inks Release & Indemnity Agreement with Kaiser Aluminum
-----------------------------------------------------------------
Reliance Insurance Company and Kaiser Aluminum & Chemical
Corporation asked the United States Bankruptcy Court for the
District of Delaware, where Kaiser's bankruptcy cases are
pending, to approve a release and indemnity agreement pursuant to
which RIC will release a $2,000,000 letter of credit.

RIC issued various retrospective premium and deductible
reimbursement, claims-based insurance policies primarily
providing Kaiser with environmental liability protection.

RIC asked Kaiser, as security under two of the Policies and any
subsequent extensions or renewals, in respect of either
retrospective premium rating or payments within the policy
deductible, for a Letter of Credit as collateral.  Kaiser
originally issued the Letter of Credit in 1994 for $3,000,000.
The Letter of Credit, which was renewed under Kaiser's
postpetition credit facility, has a $2,000,000 current balance
and will expire on March 31, 2004.

The Policies, for which the Letters of Credit had originally been
issued, have either expired or been cancelled.  Accordingly, RIC
and Kaiser began negotiations to release the Letter of Credit.
However, initial negotiations resulted in an impasse.  In June
2003, RIC offered to release the Letter of Credit in exchange for
Kaiser's release and indemnification of RIC from the obligation
and liabilities under the Policies.

Following a comprehensive review, Kaiser concluded that releasing
RIC from obligations under the Policies would have no effect
because the Policies are each claim-based for which coverage has
lapsed or expired.  Furthermore, no open claims existed under the
Policies and no claims could be brought.  Although RIC insures
Kaiser for certain occurrence-based coverage related to
commercial umbrella liability for October 1997 through October
2000, the Release will not affect that coverage.  Accordingly,
RIC and Kaiser agreed to enter into the Release.

RIC anticipates that its Collateral Committee will approve the
Release.

The principal terms of the Release are:

   (a) RIC will release the Letter of Credit to Kaiser and
       will take all steps necessary to effectuate the release;

   (b) Kaiser will indemnify and hold RIC harmless from and
       against all liabilities under:

       -- the operation or existence of the Policies;

       -- the payment, adjustment, settlement or denial of claims
          under the Policies; and

       -- any breach of any conditions, terms, provisions or
          endorsements of the Policies; and

   (c) No failure or delay on the part of RIC or Kaiser in
       exercising any right, power or remedy under the terms
       of the Release will operate as a waiver of the Release,
       nor will any single or partial exercise of any right
       preclude any other.  Any waiver of any provision of the
       Release, and any consent to any departure by RIC or
       Kaiser from the terms of any provisions of the Release,
       will be effective only in the specific instance, and will
       be valid for the specific given purpose.

According to Kaiser's attorney, Kimberly D. Newmarch, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware, the Release
will allow the Parties to avoid the uncertainty, time and expense
that would arise from litigation of the dispute. (Reliance
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SAFETY-KLEEN: Successfully Emerges from Chapter 11 Bankruptcy
-------------------------------------------------------------
Safety-Kleen Corp., emerged from Chapter 11 bankruptcy protection,
having fulfilled the final requirements of its reorganization
process.

"We are extremely pleased to have completed the bankruptcy
process," said Safety-Kleen Chairman, CEO and President Ronald A.
Rittenmeyer. "This has been a challenging process, but now it's
over and we are eager to focus all our energies on outperforming
the competition and maintaining our position as North America's
leading parts cleaner and industrial waste management service
provider."

"We appreciate the business of our customers, the dedication of
our employees, and the support of our vendors and creditors during
this difficult time," Rittenmeyer added. "With their help, we have
restructured our operations and finances, enhanced our competitive
position, and put together a business plan for moving forward."

Safety-Kleen entered into Chapter 11 bankruptcy protection
voluntarily on June 9, 2000. The U.S. Bankruptcy Court confirmed
the Company's Plan of Reorganization on Aug. 1, 2003, paving the
way for emergence upon completion of the remaining legal and
financial requirements. Safety-Kleen is emerging from bankruptcy
as a private company.

"The Safety-Kleen of today is essentially a new company that's
poised for a bright future," said Ronald W. Haddock, lead outside
director on Safety-Kleen's new Board of Directors. "This has been
a challenging turn-around, and the management team did a great job
leading the Company through a difficult, but necessary,
transformation."

"[Wednes]day marks the beginning of a new chapter in Safety-
Kleen's long history, and we start with a sharp focus on three
simple objectives: to be the best in our industry in quality of
service, customer satisfaction and profitability," said
Rittenmeyer. "We will be relentless in pursuing those objectives."

Safety-Kleen emerges from bankruptcy with a total senior secured
financing package valued at $295 million, including a $85 million
revolving credit facility, a $105 million term loan, and a $105
million letter of credit facility.

Additionally, under the Company's plan of reorganization:

- Holders of prepetition secured claims received 100 percent of
  the equity in the reorganized Company;

- Holders of general unsecured claims will receive an interest in
  a Safety-Kleen Creditor Trust; and,

- All prior common stock and securities of the Company were
  cancelled effective December 24, 2003, and there will be no
  distribution of cash or stock to the Company's prepetition
  stockholders.

Safety-Kleen is the leading parts cleaner and industrial waste
management company in North America, with approximately 5,000
employees serving hundreds of thousands of customers in the United
States, Canada and Puerto Rico.


SBA COMMS: Cash Tender Offer for 12% Senior Disc. Notes Expires
---------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) announced the
expiration of its previously announced cash tender offer to
purchase up to $153,300,000 aggregate principal amount of its 12%
Senior Discount Notes Due 2008 and its related consent
solicitation.

The tender offer and consent solicitation expired on December 23,
2003 at 12:00 midnight, New York City time.

As of the Expiration Date, holders of $210,225,000 principal
amount, or approximately 96% of the Notes, have tendered Notes and
consented to the proposed amendments to the indenture and holders
of approximately $6,695,000 principal amount, or approximately 3%,
have consented to the proposed amendments without tendering Notes.
SBA will accept for payment $153,327,000 aggregate principal
amount of Notes on a pro rata basis from holders who validly
tendered, and did not withdraw, Notes on or prior to the
Expiration Date.  The Company will accept for payment 72.935% of
the aggregate principal amount of Notes tendered by holders.
Holders will not receive any payment, including the consent
premium, with respect to any Notes not accepted for payment.  SBA
currently expects to pay for Notes that are accepted for payment
and Non-Tender Consents promptly after the Expiration Date.

Lehman Brothers served as the Dealer Manager for the tender offer
and Solicitation Agent for the consent solicitation and may be
contacted at 212-528-7581.  The information agent for the tender
offer and consent solicitation was D.F. King & Co., Inc.

SBA also announced that the net proceeds from its recent issue
(together with SBA Telecommunications, Inc., as co-issuer) of $275
million (gross proceeds) of 9.75% Senior Discount Notes due 2011
have or will be used approximately as follows: $167.1 million plus
accrued interest of $5.8 million for the $153.3 million principal
amount of Notes accepted in the tender offer; $79.5 million plus
accrued interest of $3.4 million plus 1.0 million shares of Class
A Common Stock in exchange for $83.6 million principal amount of
10.25% Senior Notes due 2009; and the remaining $13 million will
be temporarily applied to reduce amounts outstanding under SBA's
revolving line of credit. Pro forma for this use of proceeds, SBA
will have outstanding $275 million in accreted value of 9.75%
Senior Discount Notes due 2011, $406.4 million of 10.25% Senior
Notes due 2009, $65.7 million of 12% Senior Discount Notes due
2008 and approximately 55 million shares of common stock.

SBA (S&P, CCC Corporate Credit Rating, Developing Outlook) is a
leading independent owner and operator of wireless communications
infrastructure in the United States.  SBA generates revenue from
two primary businesses -- site leasing and site development
services.  The primary focus of the company is the leasing of
antenna space on its multi-tenant towers to a variety of wireless
service providers under long-term lease contracts.  Since it was
founded in 1989, SBA has participated in the development of over
20,000 antenna sites in the United States.


SEQUOIA MORTGAGE: Fitch Assigns Low-Bs to Class B-4 & B-5 Notes
---------------------------------------------------------------
Sequoia Mortgage Trust's mortgage pass-through certificates,
series 2003-8, are rated by Fitch Ratings as follows:

        -- $941,768,100 classes A-1, A-2, X-1, X-2, X-B,
             A-R 'AAA';
        -- $14,166,000 class B-1 'AA';
        -- $8,304,000 class B-2 'A';
        -- $4,884,000 class B-3 'BBB';
        -- $2,443,000 class B-4 'BB';
        -- $1,465,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.60%
subordination provided by the 1.45% class B-1, 0.85% class B-2,
0.50% class B-3 and 0.25% privately offered class B-4, 0.15%
privately offered class B-5 and 0.40% privately offered class B-6
certificates. The ratings on the class B-1, B-2, B-3, B-4 and B-5
certificates are based on their respective subordination.

The trust consists of two cross-collateralized groups of
adjustable-rate mortgage loans, designated as group 1 loans and
group 2 loans, with an aggregate principal balance of
$976,938,368.

The group 1 loans consist of 2,330 fully amortizing 25- and 30-
year adjustable-rate mortgage loans secured by first liens on one-
to four-family residential properties, with an aggregate principal
balance of $821,335,707, and a weighted average principal balance
of $352,505. All of the loans have interest-only terms of either
five or ten years, with principal and interest payments beginning
thereafter. The borrowers' interest rates adjust monthly based on
the one-month LIBOR rate plus a margin (14.55% of the loan group)
or semi-annually based on the six-month LIBOR rate plus a margin
(85.45% of the loan group). Morgan Stanley Dean Witter Credit
Corporation, Greenpoint Mortgage Funding, Inc., Bank of America,
N.A, and Cendant Mortgage Corporation originated 51.21%, 39.71%,
7.47%, and 1.61% of the group 1 mortgage loans, respectively. The
group 1 mortgage loans have weighted average original loan-to-
value ratio of 70.27%, and a weighted average FICO of 732. Second
home and investor-occupied properties comprise 11.46% and 2.59% of
the loans in group 1, respectively. The states with the largest
concentration of mortgage loans are California (25.73%), Florida
(11.44%), and Arizona (5.53%). All other states represent less
than 5% of the outstanding balance of the group 1 pool.

The group 2 loans consist of 475 fully amortizing 25- and 30-year
ARMs secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $155,602,661,
and a weighted average principal balance of $327,585. All of the
loans have interest only terms of either five or ten years, with
principal and interest payments beginning thereafter. All of the
borrowers' interest rates adjust semi-annually based on the six-
month LIBOR rate plus a margin. Morgan Stanley Dean Witter Credit
Corporation, Greenpoint Mortgage Funding, Inc., Bank of America,
N.A , Cendant Mortgage Corporation, and Merrill Lynch Credit
Corporation originated 48.95%, 42.25%, 5.18%, 3.45% , and 0.81% of
the group 1 mortgage loans, respectively. The group 2 mortgage
loans have a weighted average OLTV of 67.81%, and a weighted
average FICO of 724. Rate/Term refinance and cash-out refinance
loans represent 36.40% and 27.47% of the loan pool, respectively.
Second home and investor-occupied properties comprise 12.99% and
3.44% of the loans in group 2, respectively. The states with the
largest concentration of mortgage loans are California (25.80%),
Florida (14.36%), New York (5.88%), and Arizona (5.28%). All other
states represent less than 5% of the outstanding balance of the
group 2 pool.

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly-owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders. For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits. HSBC Bank USA will act
as trustee.


SIERRA PACIFIC: Names Ernest E. East as VP and New Gen. Counsel
---------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) announced that Ernest E. East
has been elected vice president, general counsel and corporate
secretary, and will be joining the company in January 2004.

East, 61, has been general counsel for several major corporations
and has more than 30 years experience handling legal affairs and
regulatory issues. Most recently, he has been senior vice
president, general counsel and chief compliance officer of Hyatt
Gaming Services, L.L.C., in Chicago, Ill., a position he has held
since 1998.

Sierra Pacific Resources' current general counsel, C. Stanley
Hunterton, senior partner in the Las Vegas-based law firm,
Hunterton & Associates, will continue to supply outside legal
services to the company and assist during the transition period.

"We want to express our sincerest thanks and appreciation to Stan
for the exceptional legal advice and guidance he has provided to
me, our Board of Directors and company while serving as general
counsel," said Walter M. Higgins, chairman and chief executive
officer of Sierra Pacific Resources. "We are delighted that Stan
will continue as part of the Sierra Pacific/Nevada Power team and
provide us with legal services as outside counsel.

"Ernie brings a wealth of corporate and regulatory knowledge that
should prove invaluable to our organization," Higgins added.  "We
welcome him and look forward to his contributions as a member of
our management team."  The general counsel will be headquartered
at Sierra Pacific's offices in Las Vegas and also will maintain an
office in the company's Reno facilities.

Prior to serving as Hyatt Gaming's general counsel, East was
general counsel for such leading companies as Del Webb Corporation
and Trump Hotels and Casino Resorts.  Earlier in his career he was
associate general counsel for Georgia-Pacific Corporation and
Boise Cascade Corporation.

He holds a B.A. from the University of Tulsa and a J.D. from the
University of Arkansas School of Law.  Immediately following
graduation from law school, he served as an attorney with the
Securities and Exchange Commission in Washington, D.C.

East and his wife, Janet, will be relocating to Las Vegas from
their current residence in Barrington, Ill.

Headquartered in Nevada, Sierra Pacific Resources (S&P, B+
Corporate Credit Rating, Negative) is a holding company whose
principal subsidiaries are Nevada Power Company, the electric
utility for most of southern Nevada, and Sierra Pacific Power
Company, the electric utility for most of northern Nevada and the
Lake Tahoe area of California. Sierra Pacific Power Company also
distributes natural gas in the Reno-Sparks area of northern
Nevada. Other subsidiaries include the Tuscarora Gas Pipeline
Company, which owns a 50 percent interest in an interstate natural
gas transmission partnership.


SILVERLEAF RESORTS: Completes $66 Mill. Conduit Loan Transaction
----------------------------------------------------------------
Silverleaf Resorts, Inc. (OTC:SVLF) closed a $66.4 million conduit
term loan transaction through a wholly owned financing subsidiary,
Silverleaf Finance II, Inc.

This conduit loan was arranged through Textron Financial
Corporation, one of Silverleaf's existing senior lenders. Under
the terms of the new conduit loan, Silverleaf has sold
approximately $78.1 million of its vacation interval receivables
to its subsidiary SF-II for an amount equal to the aggregate
principal balances of the receivables. The purchase of these
receivables from Silverleaf was financed by Textron through a one-
time advance to SF-II of $66.4 million, which is approximately 85%
of the outstanding balance of the receivables SF-II purchased from
Silverleaf. All customer receivables transferred from Silverleaf
to SF-II have been pledged as security to Textron.

Textron has also received as additional collateral a pledge of all
of Silverleaf's equity interest in SF-II and a $15.7 million
demand note from Silverleaf to SF-II. Proceeds from the sale of
the receivables to SF-II will be used by Silverleaf to pay down by
approximately $65.5 million the amounts outstanding under its two
senior revolving credit facilities. Textron's new conduit loan to
SF-II will mature in 2014 and bears interest at a fixed annual
rate of approximately 7.035 %.

Silverleaf further announced that as a result of the closing of
Textron's $66.4 million conduit loan, it has obtained a two year
extension of its senior revolving credit facilities with Textron
and one if its other senior lenders. These two revolving
facilities are now extended through March 31, 2006. Additionally,
the Company has obtained from another of its existing lenders an
extension through March 31, 2006 of its existing revolving credit
facility through the Company's other financing subsidiary,
Silverleaf Finance I, Inc.; however, in order to obtain a two year
extension of this facility, the Company has agreed to reduce the
principal amount of the facility from $100 million to $85 million.

The new conduit loan and revolving loan extensions announced today
will improve Silverleaf's ability to finance its operations at
existing levels through 2004. However, the Company must still
obtain alternative lines of credit to refinance an approximately
$17.6 million secured receivables facility through a senior lender
that matures in August 2004. Due to the Company's lack of
liquidity necessary to pay this loan when it matures, the Company
must obtain such alternative financing, or negotiate an extension
of the maturity date with the lender, or a payment default will
result when the $17.6 million facility matures in August 2004.

Silverleaf also announced actions taken at its annual meeting of
shareholders held on December 16, 2003. At the meeting, each of
Silverleaf's current five directors was reelected to serve on the
Company's Board of Directors until the Company's next annual
meeting. Those reelected are J. Richard Budd, III, James B.
Francis, Jr., Herbert B. Hirsch, Robert E. Mead, and R. Janet
Whitmore. Additionally, the shareholders adopted amendments to the
Company's Articles of Incorporation which eliminate the staggered
terms of its board of directors and reduce from two-thirds to a
simple majority the number of outstanding shares necessary to
approve mergers, share exchanges, consolidations, dissolutions, or
sales of all or substantially all of the Company's assets. The
shareholders also approved the Company's 2003 Stock Option Plan
and ratified the selection of BDO Seidman, LLP as the Company's
independent auditor for 2003.

Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns
and operates 12 timeshare resorts in various stages of
development. Silverleaf Resorts offer a wide array of country
club-like amenities, such as golf, swimming, horseback riding,
boating, and many organized activities for children and adults.
Silverleaf has a managed ownership base of over 109,000.

                         *    *    *

As reported in Troubled Company Reporter's November 27, 2003
edition, Silverleaf Resorts announced it entered into agreements
with its three senior lenders to amend its senior credit
facilities to modify certain financial covenants under which the
Company has been in default since March 31, 2003.

The amended covenants:

-- increase from 52.5% to 55% the maximum permitted ratio of
   sales and marketing expenses to total sales for each quarter
   beginning with the quarter ended March 31, 2003; and

-- exclude the Company's $28.7 million increase in its allowance
   for uncollectible notes in the quarter ended March 31, 2003
   from the calculation of the Company's minimum required
   consolidated net income, and from the calculation of the
   Company's minimum required interest coverage ratio of 1.25 to
   1.0.

In addition to the above amendments, the Company also received
waivers under its senior credit facilities of covenant defaults
which occurred in the first quarter of 2003 due to the Company's
increase in its allowance for uncollectible notes and its failure
to maintain a ratio of sales and marketing expense to total sales
of no more than 52.5%.

As a result of these amendments and waivers the Company is now in
full compliance with all of its credit facilities with its senior
lenders. However, the Company's ability to borrow any new amounts
under its loan agreements with its three current senior lenders
will expire on March 31, 2004.


SLATER STEEL: Extends DIP Financing Facility Until Jan. 9, 2004
---------------------------------------------------------------
Slater Steel Inc. announced that it has entered into an agreement
with its lenders to amend its debtor-in-possession financing
facility. The amendment provides for the extension of the facility
to January 9, 2004. In addition, the facility is to be reduced
by $7.5 million to $7.5 million. The amendment to the DIP facility
was based on the Company's forecast of cash requirements through
to the period ended January 9, 2004.

The DIP amendment is subject to U.S. court approval.

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


SOLUTIA INC: Wants to Honor Prepetition Customer Obligations
------------------------------------------------------------
Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, relates that as a worldwide manufacturer and distributor of
high-performance chemical-based products, the Solutia, Inc.
Debtors generally sell their products on a wholesale basis to
other manufacturers, home improvement stores, mass merchants and
specialty retailers. To support their worldwide sales efforts, the
Debtors engage in certain practices in the ordinary course of
business to develop and sustain their products' positive
reputations in the marketplace.  In particular, the Debtors
maintain credit, warranty and promotional programs to generate
goodwill, meet competitive market pressures and ensure customer
satisfaction. Majority of the Debtors' obligations under Customer
Programs do not require cash outlays, but rather involve providing
no-cost or low-cost goods and services to customers in the
ordinary course of business.

                         Credit Programs

Mr. Reilly tells the Court that the Debtors use a credit-based
program of volume discounts to enhance product loyalty among
their existing customers and to attract new customers.  Under
this program, credits and discounts are awarded to purchasing or
referring customers based on sales levels and forecasting
accuracy.  The discounts awarded under this program typically
range from 1% to 5% depending on sales volume, the customer and
the product.  The program also provides for miscellaneous
credits, allowances and outlays to customers, awarded on a case-
by-case basis, such as rebates, discounts, merchandise returns,
refunds, adjustments, free goods, inventory buy-backs, trade-ins
and recycling.

Most Credits are satisfied either through the issuance of credit
memos, which are applied against current or future invoices, or
through net reductions in sales prices, rather than by the
Debtors' cash expenditures.  Historically, the Debtors accrue
$34,000,000 in expenses per year on account of the Credits. Of
this amount, $22,000,000 represents reductions in sales prices
resulting from the application of discounts and other Credits
rather than the actual costs the Debtors incur.  The remaining
$12,000,000 of expenses represents actual costs incurred by the
Debtors in the form of cash rebates provided to customers.  The
Debtors estimate that less than $1,000,000 in potential cash
rebate obligations on account of the Credits were outstanding as
of the Petition Date.

In addition to incentive-related Credits, the Debtors from time
to time provide Credits to significant customers to resolve
disputes or complaints raised by these customers.  Over the past
five years, the Debtors estimate that their total liability for
these negotiated Credits has been $5,000,000, of which only a
portion has been paid in the form of cash rebates to the
customers.

                        Warranty Programs

The Debtors offer and extend warranties to cover certain of their
products sold to customers and consumers, including their Wear-
Dated(R) carpets and their Llumar(R), Vista(R) and Gila(R) window
films.  Although the type and scope of warranties vary depending
on the product, the warranties generally impose an obligation on
the Debtors either to repair or replace, or to provide a credit
or refund for, products that are defective, nonconforming or
otherwise unacceptable to customers or consumers.  Historically,
the Debtors accrue $4,000,000 in expenses per year on account of
the Warranty Claims based on sales and historical trends.  This
amount represents both actual costs incurred by the Debtors,
resulting from repairing or cleaning products, issuing
replacement products or issuing cash refunds, and non-cash
expenses related to credit memos, which are expensed at the
retail price.  The Debtors satisfy the Warranty Claims primarily
by repairing or cleaning existing products, issuing replacement
products or issuing credits to customers or consumers, rather
than by issuing cash refunds.

                       Promotional Programs

The Debtors maintain programs with certain customers or
retailers, primarily in connection with their Nylon business,
under which the customer or retailer promotes and advertises the
Debtors' products.  In addition, the Debtors offer incentive
payments, generally in the form of debit cards, to certain retail
sales personnel who meet targeted sales thresholds for the
Debtors' products.  Historically, the Debtors spend $17,000,000
per year on account of these promotional and incentive programs,
of which $15,000,000 represents cash expenditures to customers or
retailers on account of promotional programs and $2,000,000
represents cash expenditures in the form of debit cards to sales
personnel at customer-retailers on account of the incentive
programs.  As of the Petition Date, the Debtors estimate that
they had outstanding obligations of less than $4,000,000 to
customers and retailers under the promotional programs and had
obligations of less than $2,000,000 to sales personnel relating
to the debit cards.

            The Need to Continue the Customer Programs
                   And Honor Customer Obligations

Mr. Reilly explains that the success and viability of the
Debtors' businesses depend on the loyalty and confidence of their
customers.  The continuation of the Customer Programs and the
payment of the Customer Obligations are essential to the Debtors'
ability to maintain the loyalty of their existing customers,
attract new customers, maintain a positive reputation in the
marketplace by standing behind their products and stay
competitive in the industry with others who offer programs
similar to the Customer Programs.  Any delay in honoring or
paying the Customer Obligations could severely and irreparably
impair the Debtors' relations with their customers at a
time when the loyalty and support of those customers are
extremely important.  By contrast, honoring or paying the
Customer Obligations will require limited expenditure of estate
funds, because most of the those obligations will be satisfied
through the provision of goods and services rather than cash
payments.  Accordingly, the Debtors have determined that it is
necessary to continue the Customer Programs and to pay the
Customer Obligations to preserve their relationships with
customers and their reputation in the marketplace.

At the Debtors' request, the Court authorizes them to continue
their existing customer programs and to honor and pay prepetition
obligations under these programs in the ordinary course of
business, pursuant to Sections 105 and 363 of the Bankruptcy
Code.  Additionally, all applicable banks and other financial
institutions are authorized and directed, when requested by the
Debtors, to receive, process, honor and pay all checks drawn on
the Debtors' accounts for the Customer Obligations whether these
checks were presented before or after the Petition Date, provided
that sufficient funds are available.

Mr. Reilly states that honoring and paying the Customer
Obligations is essential to preserve the value of the Debtors'
businesses through continued operations.  If the Customer
Obligations are not honored or paid, the Debtors will risk their
businesses' tangible and intangible loss of value related to,
among other things, the erosion of their existing customer base
and the reduced ability to attract new customers in the
marketplace that could result from the perception that they have
defaulted on obligations to customers and have failed to offer
incentives comparable to those of their competitors.

Mr. Reilly notes that certain applicable case law authorizes the
satisfaction or payment of prepetition claims in these
circumstances:

   (a) The Doctrine of Necessity

       Sections 363(b) of the Bankruptcy Code provides that a
       debtor-in-possession may, in the exercise of its business
       judgment, use property of the estate outside the ordinary
       course of business.  Furthermore, Section 105, which
       codifies the equitable powers of bankruptcy courts,
       authorizes the Court to "issue any order, process, or
       judgment that is necessary or appropriate to carry out the
       provisions of [the Bankruptcy Code]."

   (b) Application to the Customer Obligations

       Taken together, the nature of the Customer Obligations,
       the substantial harm to the Debtors' businesses that would
       be caused if these obligations are not honored, and the
       related potential for loss of value in the Debtors'
       estates, all lead to the conclusion that the Customer
       Obligations fall well within the scope of obligations
       whose payment may be authorized pursuant to the doctrine
       of necessity.

Mr. Reilly also ascertains that the Debtors have sufficient
availability of funds to pay the amounts in the ordinary course
of business by virtue of cash reserves, expected cash flows from
ongoing business operations and anticipated access to debtor-in-
possession financing.  Also, under the Debtors' existing cash
management system, the Debtors represent that checks or wire
transfer requests can be readily identified as relating to an
authorized payment in respect of the Customer Obligations.
Accordingly, the Debtors believe that checks or wire transfer
requests, other than those relating to authorized payments, will
not be honored inadvertently and that all applicable banks and
other financial institutions should be authorized and directed,
when requested by the Debtors, to receive, process, honor and pay
any and all checks or wire transfer requests in respect of the
Customer Obligations. (Solutia Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPARROW CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Sparrow Construction Corporation
        998 Prospect Avenue
        Pelham Manor, New York 10803

Bankruptcy Case No.: 03-24105

Type of Business: The Debtor is a developer, general contractor,
                  and construction manager for major urban
                  buildings or of historical building
                  rehabilitation.

Chapter 11 Petition Date: December 23, 2003

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtors' Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue
                  Suite 510
                  Harrison, NY 10528
                  Tel: 914-381-7400
                  Fax: 914-381-7406

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
Medco Plumbing Inc.                       $3,000,000
65-11 Fresh Meadow Lane
Flushing, NY 11365

Sparrow Mining Company of Suffolk, LLC      $365,000
151 South Street
Manorville, New York 11949

Lucadamo & Sons, Inc.                       $300,000
215 South 13th Avenue
Mt. Vernon, New York 10550

Arctic Air Conditioning System Inc.         $250,050
3816 Romboouts Ave
Bronx, NY 10466

Heller Electric Service                     $100,173

Ranco Sand & Stone Corp.                    $100,000

Nick Drew Construction                       $83,933

Raskin Carpets Inc.                          $79,417

Select Contractor Coverage Corp.             $75,642

J&D Plumbing & Heating                       $73,695

Reliant Electrical                           $71,868

Global Concrete                              $46,220

Heights Elevator Corp.                       $24,910

Aon Risk Service                             $24,133

Chase Business Credit                        $17,519

Preservation Resources Development Corp.     $13,809

Intel Contracting Co.                        $13,196

Design 2147 Ltd.                              $7,879

BP Independent Ruprographics                  $7,271

United States Liability Insurance Group       $7,000


SPIEGEL GROUP: Court Clears Hilco and Ozer Agency Agreement
-----------------------------------------------------------
Hilco Merchant Resources, LLC and the Ozer Group LLC will execute
an Agency Agreement in connection with the auction for the
liquidation of 30 additional Eddie Bauer Stores.  The principal
terms and conditions of the Agency Agreement, as set forth in a
Term Sheet, are:

A. Payments to Eddie Bauer and Compensation to Agent

   (a) As a guaranty of the Agent's performance, Eddie Bauer will
       receive from the Agent the "Guaranteed Amount" equal to
       the sum of 95% of the aggregate Cost Value of Merchandise.
       "Cost Value" means the standard cost of each item of
       Merchandise as recorded in Eddie Bauer's inventory records
       as of the Sale Commencement Date, except for defective
       merchandise.

   (b) The Guaranteed Amount will be calculated based on the
       final certified inventory report of the Inventory Taking.

   (c) The merchandise to be sold in the Sale will include:

       * all first quality merchandise together with any
         irregular merchandise that is (i) physically present in
         the Stores on the Sale Commencement Date or (ii) in
         transit to the Stores on or before the Sale
         Commencement Date;

       * all defective merchandise held for sale in the Stores
         on the Sale Commencement Date and jointly identified as
         defective by the Agent and Eddie Bauer during the
         Inventory Taking and priced as agreed by the parties;
         and

       * additional merchandise jointly identified by the
         Merchant and the Agent and priced as agreed by the
         parties.

   (d) The Agent will receive all Proceeds after payment of:

       * Expenses;

       * the Guaranteed Amount; and

       * any other amounts payable from the proceeds to
         Eddie Bauer.

   (e) "Proceeds" means total sales of Merchandise plus
       insurance proceeds, if any, minus sales taxes and
       returns, allowances and credits.

   (f) The Agent may use Eddie Bauer's credit card facilities.
       All credit card proceeds will be held by Eddie Bauer for
       the Agent.

B. Expenses to be Paid by Agent

   (a) The Agent will be responsible for all expenses incurred
       in conducting the Sale, including, but not limited to:

       * base hourly salary and overtime for the actual days and
         hours worked by Retained Store and Field Management
         employees together with holiday and sick pay;

       * holiday pay, vacation pay, disability pay and sick
         pay;

       * FICA and unemployment taxes;

       * worker's compensation, 401(k), health care, disability
         insurance and payroll processing fees;

       * the full fees and costs of the Inventory Taking;

       * the Agent's supervision and travel expenses;

       * all advertising, promotional and signage expenses;

       * credit card and bank card fees, chargebacks and
         discounts;

       * costs of security at Stores;

       * the pro-rata portion of insurance attributable to the
         Stores and the Merchandise during the Sale Term;

       * all costs of transfer of Merchandise from Store to
         Store during the Sale Term;

       * the Agent's own incentive and retention bonuses for
         Store employees and any severance payments related to
         Store employees;

       * occupancy expenses on a per diem per store basis until
         the date upon which the Agent vacates a Store;

       * expenses arising from any service contracts relating
         to the Stores including, but not limited to custodial
         and housekeeping, cash register maintenance, ordinary
         course maintenance, telephone expenses, fixture and
         furniture rental, custodial, store systems- voice and
         data lines, POS maintenance, bankcard, and other
         security;

       * costs of any damage to FF&E or to the Stores
         incurred during the course of the Sale;

       * other costs deemed appropriate by the Agent;

       * costs of store supplies needed for the Sale in excess
         of the supplies on hand; and

       * all other customary store-operating expenses and
         supplies including but not limited to bags and boxes,
         postage and other expenses.

C. The Store Closing Sales will be conducted in accordance with
   the sale guidelines.

D. In the event that the Stalking Horse is not the successful
   bidder at the Auction, a $50,000 break-up fee will be
   payable to the Stalking Horse, and the Stalking Horse will be
   entitled to receive reimbursement of its documented,
   reasonable out-of-pocket expenses incurred in connection with
   the transaction, in an amount not to exceed $25,000.

E. The Agent will have the right to use the Stores and the
   Debtors' employees, services, FF&E and other supplies on hand
   at the Stores in conducting the Store Closing Sales.

F. At Eddie Bauer's request, the Agent will sell selected FF&E
   and will receive a commission of 20% on the FF&E sales.

The Spiegel Group Debtors believe that the terms and conditions of
the Term Sheet, which will be incorporated in the Agency
Agreement, are fair and reasonable and comparable to the terms of
similar agreements in comparable liquidation sales.  Accordingly,
the Debtors determine that there are sound business reasons to
sell the Liquidation Rights to Hilco & Ozer, subject to overbids
at the Auction.

The Debtors believe that Hilco & Ozer do not have any interest
with respect to the transaction that is materially adverse to
their estates and other creditors.  The Debtors will verify the
same with respect to any bidder at the Auction.  James L.
Garrity, Jr., Esq., at Shearman & Sterling, LLP, in New York,
relates that any prevailing bidder is entitled to the protections
under Sections 363(m) and 363(n) of the Bankruptcy Code, as the
Agency Agreement will be the product of a good faith, arm's-
length transaction and will not be the result of collusive
bidding.

Accordingly, the Debtors ask the Court to approve the Agency
Agreement.

Mr. Garrity points out that allowing a professional liquidator to
liquidate the inventory at the Stores through promotional store
closing sales will enable the Debtors to maximize sale proceeds
for the inventory while allowing them to focus on their
reorganization effort.  It also will be more cost effective for
the Debtors to allow a liquidation agent to conduct the Store
Closing Sales than to conduct such sales on their own.
Liquidation agents generally have extensive knowledge, expertise
and experience in conducting store closing sales.

The Debtors intend to file the Agency Agreement with the Court,
and serve it by December 30, 2003 via e-mail, fax or Federal
Express, as the case may be, on interested parties.

                        *    *    *

Judge Blackshear promptly authorizes the Debtors to enter into
the Agency Agreement based on the Term Sheet with Hilco & Ozer as
the Stalking Horse.  Furthermore, the Court approves the payment
of a break-up fee, expense reimbursement and bid protections for
Hilco & Ozer, subject to the execution and delivery of the Agency
Agreement. (Spiegel Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


SUNCOS CORPORATION: Case Summary & 1 Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: SUNCOS Corporation
        c/o ICOS Corporation
        22021 20th Avenue SE
        Bothell, Washington 98021

Bankruptcy Case No.: 03-13888

Type of Business: Biotechnology company focused on the
                  development of medications for the treatment
                  of chronic inflammatory diseases.

Chapter 11 Petition Date: December 23, 2003

Court: District of Delaware (Delaware)

Debtor's Counsel: Mark D. Collins, Esq.
                  Richards Layton & Finger
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, Delaware 19899
                  Tel: 302-651-7531
                  Fax: 302-651-7701

Total Assets: $24,743

Total Debts:  $3,321,751

Debtor's 1 Largest Unsecured Creditor:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Philip M. Wallace             Trade Debt                  $1,000


SWEETHEART CUP: S&P Keeps Watch Pending Acquisition by Solo Cup
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Owings
Mills, Maryland-based Sweetheart Cup Co. Inc. on CreditWatch with
developing implications following the announcement that unrated
Highland Park, Illinois-based Solo Cup Co. has entered into a
definitive agreement to acquire Sweetheart's ultimate parent
company, SF Holdings Group Inc. Developing implications mean that
ratings could be raised, lowered, or affirmed.

"The transaction, the terms of which were not disclosed, is
expected to close in the first quarter of 2004 and is subject to
customary conditions (including financing) and regulatory
approvals," said Standard & Poor's credit analyst Cynthia Werneth.
In connection with the acquisition, all of Sweetheart's
outstanding notes will be repurchased or redeemed.

In resolving the CreditWatch, Standard & Poor's plans to meet with
Solo's management and assign ratings to the combined entity.

                      *   *   *

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.


TWINLAB CORP: Firms-Up Sale of All Assets to IdeaSphere Inc.
------------------------------------------------------------
Twinlab Corporation (OTCBB: TWLB.PK), Twin Laboratories Inc. and
Twin Laboratories (UK) Ltd., on December 19, 2003, completed the
sale of substantially all of the assets of the Company to
IdeaSphere, Inc., of Grand Rapids, Michigan.

On September 4, 2003, the Company commenced voluntary cases under
chapter 11 of the Federal Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. At that
time, the Company also announced that it had entered into an asset
purchase agreement with IdeaSphere, Inc. The asset sale was
completed pursuant to section 363 of the Federal Bankruptcy Code
and a sale order entered by the Bankruptcy Court on October 30,
2003.

Additional Twinlab information is available on the World Wide Web
at: http://www.twinlab.com/


VAIL RESORTS: Agrees to Divide Keystone Assets with Intrawest
-------------------------------------------------------------
Vail Resorts, Inc. (NYSE: MTN), the leading mountain resort
operator in the United States, reached an amicable agreement with
Intrawest Corporation to divide the remaining developable assets,
to jointly liquidate remaining partnership inventory, and
ultimately to dissolve the Keystone development partnership known
formally as Keystone/Intrawest, L.L.C.

Under the agreement, Vail Resorts and Intrawest will each receive
parcels of developable land in the resort while Vail Resorts will
also assume control of the existing commercial properties
currently in the partnership.  Unsold standing inventory will
remain in the partnership and proceeds of the sales of these
condominium units will be distributed to the partners as sales
occur.

The partnership will be dissolved once existing inventory has been
sold.  As a part of this agreement, Vail Resorts has dropped the
lawsuit that it filed in October 2002 against Intrawest over
developing real estate at the Winter Park Ski Resort.

The partnership was originally formed between Intrawest and then
Keystone owner, Ralston Purina, in 1993.

Vail Resorts, Inc. is the leading mountain resort operator in the
United States.  The Company's subsidiaries operate the mountain
resorts of Vail, Beaver Creek, Breckenridge and Keystone in
Colorado, Heavenly in California and Nevada, and the Grand Teton
Lodge Company in Jackson Hole, Wyo.  The Company also operates its
subsidiary, RockResorts, a luxury resort hotel company with 10
distinctive properties across the United States.  Vail Resorts
Development Company is the real estate planning, development,
construction, retail leasing and management subsidiary of Vail
Resorts, Inc. The Vail Resorts company Web site is
http://www.vailresorts.com/and consumer Web site is
http://www.snow.com/

Vail Resorts, Inc. (S&P, BB- Corporate Credit Rating, Negative) is
a publicly held company traded on the New York Stock Exchange
(NYSE: MTN).


VANGUARD MEDIA: Signs-up Triax Capital as Financial Advisor
-----------------------------------------------------------
Triax Capital Advisors, a New York based restructuring firm, has
been hired to explore strategic alternatives for Vanguarde Media,
a company that publishes magazines for the urban woman ("Heart &
Soul" and "Honey"), and the affluent African-American ("Savoy")
and has produced a business conference aimed at marketing
executives: The Impact Marketing Retreat Conference.

Vanguarde filed for Chapter 11 protection on November 26, 2003 and
is looking to reorganize its business.

Bo Kemp, Executive Vice President of Vanguarde said, "We are
actively exploring every possible alternative and are confident
that Triax will successfully assist Vanguarde in its
reorganization proceedings."

Joseph E. Sarachek, a Managing Partner at Triax stated, "Our team
is diligently assessing all strategic alternatives for Vanguarde
Media's portfolio, including a sale of some or all assets,
potential financings, strategic partnerships and a stand-alone
plan to maximize recovery for all constituencies involved in the
case."

Mr. Kemp stated that "Since the bankruptcy filing we have received
numerous inquiries from parties interested in our Company and we
are pleased to have Triax's bankruptcy and media expertise to
assist us in the process."

Sarachek added,  "We view these assets as extremely valuable and
do not believe the bankruptcy process will impair them.  The
Company was clearly gaining ground on the publishing side, and was
still reeling from the internet bust which unfortunately consumed
millions of dollars which might other have been used by the
magazines to reach profitability.  It is possible that with a
modest infusion of funds, the Company can be restructured."

In 2002, Vanguarde generated about $25 million in revenues.  Total
advertising revenues for the three publications rose 54 percent in
2002.   For the first ten months of the year, according to
Publishers Information Bureau, Heart & Soul's ad pages were up
39.9 percent to 421.6 pages; Honey's rose 9 percent to 500.9
pages, and Savoy's rose 18.1 percent to 454.5 pages. Circulation
for the largest title, Honey, was 419,621 for the first six months
of the year.

Sarachek said, "Vanguarde also wasn't aligned with a major media
company, which could have provided the financial resources to
weather the storm. Triax will also be exploring partnerships with
established media companies as a possible restructuring
alternative."

Triax Capital Advisors, LLC provides advisory services to parties
involved with highly leveraged companies and special situations,
and has particular expertise in the media and communications
sector.  Triax is able to provide unique capabilities, including
financial and operational restructuring and flexible compensation
structures that focus on success-fee formulas.  The firm has
seasoned professionals that specialize in turnaround and financial
advisory services, crisis management, investments and capital
raising, investment banking / M&A advice, and fairness and
valuation opinions. The firm's expertise spans across various
sectors including telecom, media, technology, security, financial
services, food service, aerospace, and general manufacturing.
Triax is located in New York. Visit the Triax Capital Advisors Web
site at http://www.triaxadvisors.com/


VERESTAR INC: SkyTerra Continues Negotiations to Acquire Assets
---------------------------------------------------------------
SkyTerra Communications, Inc. (OTCBB:SKYT) terminated the Stock
Purchase Agreement by and among a wholly owned subsidiary of
SkyTerra, Verestar and Verestar's parent company that was
previously announced on September 2, 2003.

Verestar filed for bankruptcy protection under Chapter 11 of the
United States Bankruptcy Code.

SkyTerra is continuing negotiations to acquire all or a
substantial portion of Verestar's business, which is to provide
integrated satellite and fiber services to government
organizations, multi-national corporations, broadcasters and
communications companies. By utilizing leased satellite and
terrestrial capacity, its teleports in the United States and
Europe, and a team of approximately 300 employees, Verestar
designs, engineers and deploys managed networks for data, voice
and video communications services.

There can be no assurances that SkyTerra will be able to agree
upon satisfactory terms with Verestar. Any definitive agreement
between Verestar and SkyTerra will be subject to bankruptcy court
approval. In connection with the termination, SkyTerra is pursuing
payment from Verestar's parent company of a break-up fee of
approximately $3.5 million.


VICWEST: Reports Strong Q3 Results After Emergence from CCAA
------------------------------------------------------------
Vicwest Corporation reported net income of $1,606,000 for the
three months ended September 30, 2003 from revenues of
$78,800,000. (All figures in Canadian dollars).

On September 15, 2003, the Company emerged from restructuring
pursuant to the Companies' Creditors Arrangement Act ("CCAA") with
implementation of its court-sanctioned Plan of Compromise and
Reorganization (the "CCAA Plan").

               2003 Third Quarter Highlights

- Emerged from CCAA protection on September 15, 2003 with a strong
  balance sheet comprised of $26 million working capital, $11
  million long term debt and $37 million of common equity held by
  a supportive and broad Canadian institutional shareholder base.

- Obtained a $52 million five year secured credit facility
  including a $12 million term facility and a $40 million working
  capital facility providing sufficient financing to support
  growth.

- Revenues of $78.8 million, up 6.9% over the same period in 2002
  reflecting improving markets for the Company's products and the
  Company's leading position in the Canadian market.

- Earned $1.6 million of net income, a turnaround from the $0.1
  million loss in the prior year's period.

Tony Molluso, Interim President & CEO, commented, "I am
particularly encouraged by the strong results for the third
quarter, a period during which the Company was mostly operating
under CCAA protection. With a conservative balance sheet now
underpinning the business, improving markets and a number of
operational improvement initiatives already underway and bearing
results, I anticipate revenue and earnings growth for Vicwest over
the foreseeable future as we re-establish the Company as the
leading manufacturer of metal building products in Canada."

                      Operating Results

Sales in the third quarter of 2003 of $78,753,000 were 6.9% above
the $73,652,000 in the third quarter of 2002 due to improvement in
the industrial, commercial and institutional construction markets
and continued improvement in the agricultural market for grain and
fertilizer storage products. Gross margins were 17.0% in the third
quarter of 2003 compared to 15.1% in the comparable period of 2002
primarily as a result of lower raw material steel prices. Selling,
general, and administrative costs were $5,586,000 in the third
quarter of 2003 compared to $6,153,000 in 2002.

Operating income was $2,194,000 in the third quarter of 2003
compared to income of $4,199,000 in the third quarter of 2002. The
decline in operating income during the current quarter reflected
improvements in margin, decreases in selling, general and
administrative costs and depreciation of $2,875,000 that were
offset by restructuring charges of $4,880,000. The Company
incurred interest expense of $629,000 in the third quarter of
2003, significantly lower than $3,855,000 in the 2002 period
primarily as a result of the suspension of interest payments
during the CCAA restructuring period and the subsequent conversion
to equity of $83,984,000 12.5% senior subordinated notes in
accordance with the CCAA Plan.

Income before income taxes was $1,583,000 in the third quarter of
2003 compared to a loss of $83,000 in the comparable period in
2002. The change over the third quarter of 2002 is due to the
margin, expense and interest improvements described above as well
as the impact of the $3,149,000 write off of deferred financing
costs in the third quarter of 2002.

Sales for the nine months ended September 30, 2003 were
$179,128,000 compared to $180,015,000 during the first nine months
of 2002. Gross margins were 14.1 % in the first three quarters of
2003 compared to 14.4% in the corresponding 2002 period. The sales
recovery began in the third quarter of 2003 as described above.
Margin improvements in the third quarter of 2003 partially offset
margin deterioration due to pricing pressures in the first two
quarters of 2003. Selling, general and administrative expenses
were $15,494,000 in the first nine months of 2003, compared to
$16,015,000 in the first nine months of 2002. Restructuring
charges for the first nine months of 2003 totaled $10,419,000
compared to $512,000 in the same period of 2002. Operating loss of
$2,943,000 for the nine months of 2003 was significantly below
earnings of $7,029,000 in the comparable period of 2002. The
deterioration in operating results is attributable to the one-time
restructuring charges incurred in 2003. Interest income of
$315,000 in the nine months of 2003 is down from $8,418,000
accrued in the comparable period of 2002 reflecting the write-off
at December 31, 2002 of $83,984,000 in principal owing from a
related party, Magnatrax Corporation, in the form of an unsecured
note. Loss before income taxes was $9,262,000 for the first nine
months of 2003 compared to earnings of $867,000 for the comparable
period in 2002. The decline is due to the one-time restructuring
costs incurred in 2003. Changes in interest income and expense
were offset by the 2002 write-off of deferred finance costs.

                Liquidity and Capital Resources

On May 12, 2003, the Company obtained protection under the CCAA in
the Ontario Superior Court of Justice (the "Court") for protection
from its creditors to allow for development of a restructuring
plan.

Pursuant to a Court Order obtained on May 26, 2003, the Company
repaid its outstanding senior credit facility with a Debtor in
Possession ("DIP") facility. On September 15, 2003 the DIP
facility was retired with proceeds from a new $52,000,000 five
year secured credit facility. Receipt of a $12,000,000 term loan
and advances of $25,567,000 on the revolving credit facility were
used to retire the $34,250,000 balance of DIP financing, related
interest, restructuring and debt acquisition costs.

Cash provided from operating activities before changes in non-cash
working capital was $2,359,000 for the third quarter of 2003
compared to cash inflow of $3,369,000 in the third quarter of
2002. Cash used by operating activities after net changes in non-
cash working capital was $1,755,000 for the third quarter of 2003
compared to cash inflow of $3,321,000 in the third quarter of
2002. The cash flow generated from improved margin and operating
expenses in 2003 was more than offset by cash restructuring
charges and increases in non-cash working capital items.

For the nine months ended September 30, 2003, cash used in
operating activities before changes in working capital was
$6,795,000 compared to cash inflow of $9,936,000 in the comparable
period of 2002. Cash used in operating activities after net change
in non-cash working capital was $5,757,000 for the first three
quarters of 2003 compared to cash inflow of $16,088,000 in the
first three quarters of 2002. The difference in cash flows for the
first nine months of 2003 compared to 2002 is primarily due to an
increase in cash restructuring charges of $9,907,000 in 2003 and
improvements in non-cash working capital of $6,152,000 in 2002,
which were not replicated in 2003.

Investing activities consisted of net capital asset additions of
$239,000 and a reduction in restricted cash of $112,000 for a net
outflow of $126,000 in the third quarter of 2003. Net capital
asset additions were $426,000 in the same quarter of 2002. For the
first nine months of 2003 net capital additions were $743,000
compared to $1,236,000 in the first nine months of 2002.

Financing activities in terms of bank debt, DIP financing and
amounts due to related parties used $781,000 in the third quarter
of 2003 compared to a use of funds of $8,530,000 in the 2002
period. For the nine months ended September 30, 2003 financing
activities used $77,000 compared to a use of $10,014,000 for the
first nine months of 2002.

Total decrease in cash during the first three quarters of 2003 was
$6,460,000 compared to an increase of $5,367,000 during the first
three quarters of 2002.

As a result of the seasonal nature of its business, the Company
generates most of its cash flow late in the second half of the
year.

                         Outlook

On September 15, 2003, the Company implemented the CCAA Plan
which, among other things, resulted in a conversion of debt to
equity and enabled Vicwest to restructure its balance sheet and
operations. The Company is firmly positioned as a well-financed,
stand-alone business committed to meeting the needs and
expectations of its customers, shareholders and employees. As
previously reported, the executive search commissioned by the
board of directors to recruit a permanent President and CEO is
well underway.

Improvements in sales revenues during the third quarter of 2003
are evidence of improved market conditions and the Company's
ability to take advantage of its dominant position in the Canadian
marketplace. The Company is pursuing sales growth initiatives in
all product lines and, as a result, expects profitability to
continue to improve into 2004. Cost reduction programs already
underway will also continue to improve profitability by reducing
operating expenses and enhancing margins.

Following the completion of all outstanding regulatory filings by
the end of December, the Company will make application for a
listing of its common shares on the Toronto Stock Exchange.

Vicwest Corporation, with corporate offices in Oakville, Ontario,
is Canada's leading manufacturer of metal roofing, siding and
other metal building products. Westeel Limited, the Company's
wholly-owned subsidiary based in Winnipeg, is Canada's foremost
manufacturer of steel containment products for the storage of
grain, fertilizer and petroleum products.


WACHOVIA BANK: Fitch Takes Rating Actions on Ser. 2003-C9 Notes
---------------------------------------------------------------
Wachovia Bank Commercial Mortgage Trust, series 2003-C9,
commercial mortgage pass-through certificates are rated by Fitch
Ratings as follows:

        -- $108,367,000 class A-1 'AAA';
        -- $123,823,000 class A-2 'AAA';
        -- $210,302,000 class A-3 'AAA';
        -- $508,476,000 class A-4 'AAA';
        -- $1,149,211,695 class X-C 'AAA';
        -- $1,044,955,000 class X-P 'AAA';
        -- $34,476,000 class B 'AA';
        -- $17,238,000 class C 'AA-';
        -- $33,039,000 class D 'A';
        -- $14,366,000 class E 'A-';
        -- $15,801,000 class F 'BBB+';
        -- $15,802,000 class G 'BBB';
        -- $15,801,000 class H 'BBB-';
        -- $8,619,000 class J 'BB+';
        -- $5,746,000 class K 'BB';
        -- $4,310,000 class L 'BB-';
        -- $4,309,000 class M 'B+';
        -- $5,746,000 class N 'B';
        -- $2,873,000 class O 'B-';
        -- $20,117,695 class P 'NR'.

Classes A-1, A-2, A-3, A-4, B, C, D, and E are offered publicly,
while classes X-C, X-P, F, G, H, J, K, L, M, N, O and P are
privately placed pursuant to rule 144A of the Securities Act of
1933. The certificates represent beneficial ownership interest in
the trust, primary assets of which are 118 fixed-rate loans having
an aggregate principal balance of approximately $1,149,211,695, as
of the cutoff date.


WASHINGTON MUTUAL: Fitch Rates Class B-4 and B-5 Certs. at BB/B
---------------------------------------------------------------
Fitch rates Washington Mutual Mortgage Securities Corp.'s mortgage
pass-through certificates, series 2003-AR12, as follows:

     -- $604.7 million classes A-1 though A-6, X and R senior
          certificates 'AAA';
     -- $7,492,000 class B-1 certificate 'AA';
     -- $4,994,000 class B-2 certificate 'A';
     -- $3,121,000 class B-3 certificate 'BBB';
     -- $1,248,000 class B-4 certificate 'BB';
     -- $936,000 class B-5 certificate 'B'.

Class B-6 certificate ($1,877,207) is not rated by Fitch. The
class B-4, B-5 and B-6 certificates are being offered privately.

The 'AAA' rating on senior certificates reflects the 3.15%
subordination provided by the 1.20% class B-1 certificate, 0.80%
class B-2 certificate, 0.50% class B-3 certificate, 0.20%
privately offered class B-4 certificate, 0.15% privately offered
class B-5 certificate and 0.30% privately offered class B-6
certificate. The ratings on the subordinate classes B-1 through B-
5 certificates are based on their respective subordination levels.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral, strength of the
legal and financial structures, and Washington Mutual Mortgage
Securities Corp.'s servicing capabilities as master servicer.
Fitch currently rates Washington Mutual Bank, FA 'RMS2+' for
master servicing.

The mortgage loans provide for a fixed interest rate during an
initial period of approximately five years. Thereafter, the
interest rate will adjust annually for 76.2% of the mortgage loans
based on the weekly average yield on US Treasury Securities
adjusted to a constant maturity of one year (one-year CMT) plus a
margin. The interest rate for the remaining 23.8% of the mortgage
loans will adjust annually based on the one-year LIBOR rate plus a
margin.

The trust is comprised of one group of 1,007 conventional, 30-year
5/1 hybrid adjustable-rate mortgage loans with an aggregate
principal balance of $624,366,307. The loans are secured by first
liens on residential properties. Approximately 89.4% of the
mortgage loans have interest only payments scheduled during the
initial five-year period, with principal and interest payments
beginning on the first interest rate adjustment date. The average
principal balance as of the cut-off date is $620,026. The weighted
average loan-to-value ratio is 67.1% and the weighted average FICO
score is 745. Cash-out and rate/term refinance loans represent
30.08% and 25.18% of the loan pool, respectively. The states that
represent the largest portion of mortgage loans are California
(64.39%) and New York (7.30%). All other loans represent less than
5% of the loan pool.

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

The certificates are issued pursuant to a pooling and servicing
agreement dated Dec. 1, 2003 among Washington Mutual Mortgage
Securities Corp., as depositor and master servicer, and Deutsche
Bank National Trust Company, as trustee. For federal income tax
purposes, elections will be made to treat the trust fund as two
real estate mortgage investment conduits.


WESTAR: Inks Pact to Sell Controlling Stake in Protection One
-------------------------------------------------------------
Westar Energy, Inc. (NYSE:WR) has entered into a definitive
agreement to sell its approximately 88% equity interest in
Protection One, Inc. and to transfer its rights and obligations as
the lender under its Protection One senior credit facility to one
or more entities formed by Quadrangle Capital Partners LP and
Quadrangle Master Funding Ltd.

The sale, expected to be completed during the first quarter of
2004, is subject to customary conditions precedent to closing,
including approval from the Kansas Corporation Commission.

Protection One is one of the largest providers of monitored
security services in the United States, serving more than 1
million residential and commercial customers. It has operations in
more than 60 branch offices and multiple call centers, employing a
staff of approximately 2,300 people.

Westar Energy expects to use the net cash proceeds from the
transaction to reduce debt and strengthen its balance sheet. In
total, this transaction, together with the proceeds Westar Energy
expects to receive from its investment in Protection One senior
bonds (face value $26.6 million), is expected to reduce Westar
Energy's debt by more than $500 million, which includes:

-- $120 million in cash, payable at closing;

-- Up to an additional $39.2 million of post-closing cash proceeds
   that are contingent upon future tax payments and recoveries on
   the securities being acquired by Quadrangle. Such contingent
   payments depend upon post-closing facts and circumstances and
   may not materialize or may not be paid for a significant period
   beyond closing;

-- De-consolidation of approximately $305 million of Protection
   One's public debt currently consolidated on Westar Energy's
   books; and

-- Generation of a tax loss the company expects to use to offset
   other taxable income. The total amount and timing of this
   benefit will depend on post-closing circumstances.

"This transaction is consistent with our debt reduction and
restructuring plan and provides our customers, investors and
employees further clarity as to our strategy of being a pure
Kansas electric utility," said Mark Ruelle, Westar Energy chief
financial officer.

Lehman Brothers advised Westar Energy on the transaction.

Westar Energy, Inc. (NYSE:WR) is the largest electric utility in
Kansas and provides electric service to about 654,000 customers in
the state. Westar Energy has nearly 6,000 megawatts of electric
generation capacity and operates and coordinates more than 34,800
miles of electric distribution and transmission lines. For more
information about Westar Energy, visit http://www.wr.com/

Quadrangle Group LLC oversees Quadrangle Capital Partners LP, a
private equity fund that specializes in the media and
communications industries, and Quadrangle Master Funding Ltd.,
which invests in financially troubled companies across industry
groups. Quadrangle Group was founded in March 2000 by former
Managing Directors of Lazard Freres & Co. LLC. Visit
http://www.quadranglegroup.com/for additional information.

                         *    *    *

               Fitch Affirms Low-B Debt Ratings

As previously reported, Fitch Ratings affirmed the ratings of
Westar Energy and its wholly-owned utility operating subsidiary,
Kansas Gas & Electric.

Westar's ratings are as follows:

     -- Senior secured debt 'BB+';
     -- Senior unsecured debt 'BB-';
     -- Preferred stock 'B+'.

The trust preferred securities of Western Resources Capital Trust
I, are affirmed at 'B+' by Fitch. The ratings of KG&E's senior
secured debt are affirmed at 'BB+'. The Rating Outlook was revised
to Positive.


WESTAR: Protection One Comments on Westar Sale Agreement
--------------------------------------------------------
Protection One, Inc. (OTC Bulletin Board: POIX) announced that
Westar Energy, Inc. (NYSE: WR) disclosed that Westar Energy
entered into a definitive agreement to sell its approximately 88%
equity interest in Protection One and to transfer its rights and
obligations as the lender under Protection One's credit facility
to affiliates of Quadrangle Group LLC --
http://www.quadranglegroup.com/

Westar Energy further announced that the transaction is expected
to be completed during the first quarter of 2004, subject to
customary conditions precedent to closing, including approval from
the Kansas Corporation Commission.  Protection One is not a party
to this agreement.

Richard Ginsburg, President and Chief Executive Officer of
Protection One, stated, "We remain committed to serving our more
than one million customers and appreciate the dedication of
Protection One's employees as Westar Energy appears to be nearing
the consummation of the sale of its interests in our company."

Protection One, one of the leading commercial and residential
security service providers in the United States, provides
monitoring and related security services to more than one million
residential and commercial customers in North America and is a
leading security provider to the multifamily housing market
through Network Multifamily.  For more information about
Protection One, visit http://www.ProtectionOne.com/

                         *    *    *

               Fitch Affirms Low-B Debt Ratings

As previously reported, Fitch Ratings affirmed the ratings of
Westar Energy and its wholly-owned utility operating subsidiary,
Kansas Gas & Electric.

Westar's ratings are as follows:

     -- Senior secured debt 'BB+';
     -- Senior unsecured debt 'BB-';
     -- Preferred stock 'B+'.

The trust preferred securities of Western Resources Capital Trust
I, are affirmed at 'B+' by Fitch. The ratings of KG&E's senior
secured debt are affirmed at 'BB+'. The Rating Outlook was revised
to Positive.


WHEELING-PITTSBURGH: Responds to Rising Value of Common Stock
-------------------------------------------------------------
Recent increased interest in the common stock of Wheeling-
Pittsburgh Steel Corporation (Nasdaq: WPSC) has led the company to
release the following statement:

The Company knows of no reason for the recent increased trading
and volatility of its shares, other than perhaps statements by
others outside of Wheeling Pittsburgh Corporation.

It is the policy of Wheeling-Pittsburgh Steel Corporation
officials not to comment publicly on the status of the company's
common stock. Further comment will not be forthcoming.

Wheeling-Pittsburgh Steel Corporation is a metal products company
with 3,100 employees in facilities located in Steubenville, Mingo
Junction, Yorkville, and Martins Ferry, Ohio; Beech Bottom and
Follansbee, West Virginia; and Allenport, Pennsylvania. The
company's Wheeling Corrugating Division has 16 plants located
throughout the United States.


WILLOW WIND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Willow Wind Organic Farms Inc.
        157 S. Monroe St.
        Spokane, Washington 99301

Bankruptcy Case No.: 03-09997

Type of Business: The Debtor produces organic vegetables on its
                  640-acre farm in Washington State and is
                  developing a 2,000-acre farm in Oregon.  Its
                  vegetables are available under the Earth's
                  Finest Organic label.

Chapter 11 Petition Date: December 11, 2003

Court: Eastern District of Washington

Judge: Patricia C. Williams

Debtor's Counsel: Barry W. Davidson, Esq.
                  Davidson Medelros
                  1280 Bank Of America Center
                  601 West Riverside Avenue
                  Spokane, WA 99201

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
------                        ---------------       ------------
National Frozen Foods, Inc.   Trade Debt                $167,488

MarBan, USA                   Trade Debt                 $60,118

Norsun Corp.                  Trade Debt                 $57,638

Harris Moran                  Trade Debt                 $52,875

Strathroy Foods Limited       Trade Debt                 $24,199

Crites Moscow Growers, Inc.   Trade Debt                 $22,500

Washington Trust Bank         Trade Debt                 $22,200

Millard Refrig Service, Inc.  Trade Debt                 $19,638

Millard Transport, Inc.       Trade Debt                 $16,802

Consumer New Services         Trade Debt                 $12,970

Stagnito Com, Inc.            Trade Debt                 $12,853

Lukins & Annis, P.S.          Legal Services             $11,731

May Trucking Co.              Trade Debt                  $9,574

Chep Canada, Inc.             Trade Debt                  $7,084

Jones Produce Dehy, Inc.      Trade Debt                  $6,508

Accountemps, Inc.             Services                    $6,477

Americold Corp. - Milwaukee   Trade Debt                  $6,361
Unit 94

Kosher Supervision of Am      Trade Debt                  $5,748

Profile Pursuit, Inc.         Trade Debt                  $7,500

S.H. Blackwell Co., Inc.      Trade Debt                  $6,812


WORLDCOM: Proposes Stipulation Resolving Iowa's Rejection Claims
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates purchase certain
telecommunications services from Iowa Network Services, Inc. by
submitting service orders pursuant to a Master Services Agreement,
dated May 11, 1998 and amended June 1, 1999.

The Debtors rejected certain of the Service Orders.

INS filed proofs of claim asserting $1,794,771 in damages in
connection with the Debtors' rejection of the Service Orders:

            Claim Number            Amount
            ------------            ------
               34700              $1,135,358
               35025                 479,932
               35676                  22,412
               35789                 157,069
               34085                  38,120

The Parties disagree with regard to whether the Service Orders
are contracts capable of being severed from the Master Services
Agreement and independently rejected or assumed.

INS sold Claim No. 34085 for $38,120 to Deutsche Bank pursuant to
a transaction arranged by the National Exchange Carrier
Association.

To resolve the remaining INS Rejection Damages Claims, the
Parties stipulate and agree that:

   (1) The Debtors will make a $80,360 cash payment as an
       administrative expense claim for the Debtors' use of
       circuits during the 30-day notice period required for
       disconnection of circuits under the Master Service
       Agreement;

   (2) INS will receive a Class 6, Allowed General Unsecured
       Claim for $187,207; and

   (3) Nothing in the Stipulation will affect:

          (a) Claim No. 11219 for $1,274,554 or Claim No. 10980
              for $66, filed by INS for the outstanding amounts
              owed by the Debtors in connection with prepetition
              services rendered; or

          (b) Any other claim of INS for prepetition services
              rendered. (Worldcom Bankruptcy News, Issue No. 45;
              Bankruptcy Creditors' Service, Inc., 215/945-7000)


WRC MEDIA: S&P Maintains Negative Watch on Low-B Level Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on WRC
Media Inc., including its corporate credit rating to 'B' from
'B+'.

At the same time, the ratings remain on CreditWatch with negative
implications where they were placed on June 6, 2003. New York, New
York-based WRC Media is a supplemental education publisher serving
the school, library, and home markets. Total debt and preferred
stock as of Sept. 30, 2003, was about $399 million.

"The downgrade reflects the company's high debt leverage, a weak
near-term earnings outlook in supplemental education, and strained
liquidity, which the company is endeavoring to address," said
Standard & Poor's credit analyst Hal Diamond. The debt to EBITDA
ratio was 5.41x as of Sept. 30, 2003, while the debt to EBITDA
covenant steps down to 5.00x from 5.50x on Dec. 31, 2003.  The
company expects that it will not be in compliance with its debt
leverage covenant as of Dec. 31, 2003. WRC Media has been
evaluating alternatives for resolving its liquidity issues,
though no definitive plan has been reached.

EBITDA declined 1% in the three months ended Sept. 30, 2003,
reflecting reductions in state and local educational spending for
supplemental educational materials. The company expects that these
cuts and delayed purchases will negatively affect its revenues in
the fourth quarter, which historically has been the company's
second strongest quarter. Additionally, the SEC has initiated a
preliminary inquiry concerning WRC Media's reserve for bad debt
expenses in the first quarter of 2003, revenue recognition for the
fourth quarter of 2002, and certain other of the company's
financial policies and practices.

Standard & Poor's will reevaluate the company's future business
and financial strategies, developments related to the SEC inquiry,
as well as WRC Media's prospects for boosting its cushion of
covenant compliance and liquidity, in resolving the CreditWatch
listing.


W.R. GRACE: Court Okays State Street's Engagement for S&I Plan
--------------------------------------------------------------
The W.R. Grace & Co. Debtors created an "Investment and Benefits
Committee" which is composed of the individuals employed by Grace
to manage the S&I Plan.  The Debtors amend their Application to
include this Committee as an applicant.

Consequently, Judge Fitzgerald authorizes Grace and the Committee
to employ State Street for a period up to one year as investment
manager and fiduciary of the Grace stock held in the S&I Plan.
If the Debtors and the Committee believe that State Street's
employment beyond that one year is necessary, they are instructed
to reapply for Court authorization. (W.R. Grace Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


XECHEM INT'L: Commences Hiring Process to Replace Auditor
---------------------------------------------------------
On October 4, 2003, Xechem International, Inc., received a letter
from Wiss & Company,  LLP, the Company's independent public
accountants, dated September 30, 2003. In the letter, Wiss
informed the Company that it had decided to discontinue providing
audit services to SEC clients and was exiting this practice area.
However, Wiss also advised the Company by letter dated November 10
and November 18,  2003 that it would continue  to provide services
to the Company through December 1, 2003, which would include
review of the Company's Form 10-QSB for the three months ended
September 30, 2003, at which time it would resign from providing
audit services to the Company.  The Company had engaged Wiss on
December 13, 2002.

In its letters, Wiss stated that its decision was based on a
variety of business factors, including the recent rash of
legislation changes enacted following the passing of the Sarbanes-
Oxley Act of 2002.

The Company has not yet selected replacement independent public
accountants for Wiss; however, it is presently interviewing
candidates.  The Company will announce the Company's new
independent public accountants as soon as such replacement is
selected.

The Company's decision to accept Wiss' resignation was approved by
the Audit Committee of the Company.

Wiss' reports on the Company's consolidated financial statements
for the past  year, contained a statement that there were doubts
about the ability of the Company to continue as a going concern.


YOUNG BROADCASTING: Amends and Restates Senior Credit Facility
--------------------------------------------------------------
Young Broadcasting Inc. (Nasdaq: YBTVA) amended and restated its
existing senior credit facility.

The amended and restated facility provides for a $20 million
revolving credit facility. The revolving facility will mature in
June 2008. Borrowings under the revolving facility are conditioned
upon YBI having on hand cash and cash equivalents of at least $50
million, and having a senior secured debt to operating cash flow
ratio (as defined in the facility) of not more than 1.75x.

Young Broadcasting (S&P, B Long-Term Corporate Credit Rating,
Negative Outlook) owns eleven television stations and the national
television representation firm, Adam Young Inc. Six stations are
affiliated with the ABC Television Network (WKRN-TV - Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, WTVO-TV - Rockford, IL and WBAY-TV - Green Bay,
WI), three are affiliated with the CBS Television Network (WLNS-TV
- Lansing, MI, KLFY-TV - Lafayette, LA and KELO-TV - Sioux Falls,
SD) and one is affiliated with the NBC Television Network (KWQC-TV
- Davenport, IA). KRON-TV - San Francisco, CA is the largest
independent station in the U.S. and the only independent VHF
station in its market.


* BOND PRICING: For the week of Dec. 29, 2003 - Jan. 2, 2004
------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    42
American & Foreign Power               5.000%  03/01/30    70
AnnTaylor Stores                       0.550%  06/18/19    72
Best Buy                               0.684%  06/27/21    74
Burlington Northern                    3.200%  01/01/45    56
Comcast Corp.                          2.000%  10/15/29    34
Cox Communications Inc.                2.000%  11/15/29    32
Cummins Engine                         5.650%  03/01/98    73
Delta Air Lines                        9.750%  05/15/21    73
Elwood Energy                          8.159%  07/05/26    74
Finova Group                           7.500%  11/15/09    57
Gulf Mobile Ohio                       5.000%  12/01/56    71
Inland Fiber                           9.625%  11/15/07    53
Mirant Corp.                           2.500%  06/15/21    61
Mirant Corp.                           5.750%  07/15/07    62
Northern Pacific Railway               3.000%  01/01/47    55
Universal Health Services              0.426%  06/23/20    65
Worldcom Inc.                          6.250%  08/15/03    32

                          *********

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 ***