TCR_Public/040102.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 2, 2004, Vol. 8, No. 1

                          Headlines

3D SYSTEMS: Appoints Fred R. Jones as VP and Chief Fin'l Officer
21ST CENTURY HOLDING: Raises Earnings Guidance for Year 2004
AES CORP: Brazilian Units Completes $2.3-Bil. Debt Restructuring
AIR CANADA: Board of Directors Reconfirms Selection of Trinity
AMERCO: Continuing JPMorgan Cash Collateral Use Until Feb. 28

ANALYTICAL SURVEYS: 2003 Year-End Net Loss Reaches $4 Million
ASSISTED LIVING: Executes $88 Mill. Debt Refinancing Arrangement
AURORA FOODS: Gets Approval to Pay Vendors' PACA and PASA Claims
BRIDGE INFORMATION: Agrees to Stay Objection to ADP Claims
CENTRAL WAYNE: Case Summary & 20 Largest Unsecured Creditors

CHAMPIONLYTE: Receives Initial Purchase Order from Tree of Life
CHANNEL MASTER: Selling Assets to Andrew Corp. for $15 Million
CHAPARRAL RESOURCES: Liquidity Issues Raise Going Concern Doubt
CLEARLY CANADIAN: Continuing Initiatives to Secure New Funding
COEUR D'ALENE: Bolivian & Alaskan Mine Prospects Look Good

COMMONWEALTH BIOTECH.: Ability to Continue Operations Uncertain
CONGOLEUM: Files Prepackaged Chapter 11 Asbestos Case in Trenton
CONSECO INC: S&P Assigns Prelim. Junk Ratings to $3 Bill. Shelf
CONTINENTAL AIRLINES: Extends F-R Note Exchange Offer to Monday
COVANTA ENERGY: Provides Business Plan Under Second Joint Plan

CREDIT SUISSE: S&P Lowers Classes I-M-2 & II-M-2 Ratings to B
DELPHAX TECHNOLOGIES: Delays Filing of SEC Form 10-K by 15 Days
DII INDUSTRIES: Final DIP Financing Hearing Slated for Feb. 11
DIXIE GROUP: Completes Sale of Yarn Production Plant to Shaw
DRESSER INC: Makes Voluntary Debt Prepayment of $15 Million

ENRON: Broadband Unit Selling Metromedia Claims to Liquidity
ENTERPRISE TECH.: Recurring Losses Raise Going Concern Doubt
EXIDE: Judge Carey Denies Confirmation of Low-Ball Value Plan
EXIDE: Committee Wants to Commence Adversary Case against R2
FANSTEEL INC: Court Allows Modifications to Amended Joint Plan

FEDERAL-MOGUL: Gets OK to Enter into Agreements with F-M Gorzyce
FINZER IMAGING: Case Summary & 20 Largest Unsecured Creditors
FRIEDMAN'S INC: 2003 Annual Report on Form 10-K Will Be Late
GEM KINGDOM: Case Summary & 20 Largest Unsecured Creditors
GINGISS GROUP: Selling 127 Locations to May Department Stores

GLAS-AIRE: Must Generate Sufficient Cash Flow to Continue Ops.
GRUPPO TMM: Closes Additional $25MM Under Receivables Facility
GTC TELECOM: Sept. 30 Balance Sheet Upside-Down by $6.7 Million
HAYNES INT'L: Sept. 30 Net Capital Deficit Narrows to $97 Mill.
HOST MARRIOTT: Sells Plaza San Antonio Marriott Hotel for $34MM

IFCO SYSTEMS: Three New Members Elected to Board of Directors
IMPSAT FIBER NETWORKS: Issues $16 Million Seven-Year Bond
INTERNATIONAL WIRE: Continues Recapitalization Discussions
INTERPOOL INC: Further Delays Filing of 2002 Report on Form 10-K
INTERPOOL: Fitch Junks Preferred Stock Rating & Keeps Neg. Watch

IT GROUP INC: Files Chapter 11 Plan and Disclosure Statement
JUPITER MARINE: Former Auditors Air Going Concern Uncertainty
KAISER ALUMINUM: Feb. 29 Fixed as Louisiana PI Claims Bar Date
LAIDLAW: Discloses Identity of Company's New Executive Officers
LES BOUTIQUES: Sylvain Toutant Resigns as Pres., CEO & Director

MIRANT CORP: Asks Court to Fix March 12, 2004 as MAEC Bar Date
NANOPIERCE TECH.: Ability to Meet Liquidity Needs Uncertain
NATIONAL CENTURY: Keeps Solicitation Exclusivity Until Feb. 17
NATIONAL STEEL: Secures Clearance for EPA Settlement Agreement
NEW YORK WATER: S&P Cuts Credit Rating to BB with Stable Outlook

PENN TREATY AMERICAN: Recommences Sales of Insurance in Kentucky
PG&E: USGEN Asks Court to Clear Brayton Facility Upgrade Pact
PINNACLE ENTERTAINMENT: Repurchases Shares Held by Ex-Chairman
RELIANT RESOURCES: Prepays $917M of Debt; Cancels $300M Facility
RENT-WAY INC: Commences Exchange Offer for 11-7/8% Senior Notes

ROBOTIC VISION: Opens Acuity CiMatrix Sales Office in Shanghai
RURAL CELLULAR: Commences Trading on Nasdaq National Market
SCIENTIFIC GAMES: Will Close Clifton, New Jersey Office
SEA CONTAINERS: Rail Unit Gets OK to Bid for Kent Rail Franchise
SELECT MEDICAL CORP: Opens Second Hospital in Wichita, Kansas

SENIOR HOUSING: Closes $86-Mill. Purchase and Lease Transactions
SHARK INDUSTRIES: Turns to Steven Nosek for Bankruptcy Advice
SOLUTIA INC: Court Okays Trumbull's Appointment as Claims Agent
SOUTHWALL TECH.: Appoints George Boyadjieff as New Chairman
SPEIZMAN IND.: SouthTrust Bank Agrees to Forbear Until March 31

SPIEGEL: Court Approves BDO Seidman's Engagement as Accountants
STOLT OFFSHORE: Obtains Further Waiver Extension Until April 30
SYMBOL: Federal Appeals Court Dismisses Appeal vs. Metrologic
TECH LABORATORIES: Must Generate Fresh Funds to Continue Ops.
TECHCANA: Fin'l Workout Efforts Yield Positive Results in 2003

THAXTON GROUP: Seeks Nod to Employ Rayburn Cooper as Co-Counsel
TRI-UNION: Secures OK to Hire Burns Wooley as Litigation Counsel
UNIFI INC: Continuing Joint Venture Talks with Kaiping Polyester
VERIDIEN: Losses and Capital Deficit Raise Going Concern Doubt
VIDEO WITHOUT BOUNDARIES: Funds Insufficient to Meet Cash Needs

VOLUME SERVICES: Declares Cash Dividend Payable on January 20
WCI COMMUNITIES: Expands into NW Florida with New Acquisition
WILLIAMS CONTROLS: Sept. 30 Net Capital Deficit Widens to $17MM
WORLDCOM: State of New Jersey Has Until April 1 to File Claims

* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
  and Other Disasters

                          *********

3D SYSTEMS: Appoints Fred R. Jones as VP and Chief Fin'l Officer
----------------------------------------------------------------
3D Systems Corp., (Nasdaq: TDSC) has named Fred R. Jones vice
president and chief financial officer effective immediately.

"We are very pleased that Fred Jones has joined 3D Systems as
chief financial officer," said Abe Reichental, 3D Systems'
president and chief executive officer. "Fred has built strong
financial operations' teams, managed financial aspects of major
mergers and acquisitions, added focus to return on capital and
provided strong credibility with capital market participants. His
demonstrated leadership and strategic skills in financial matters,
extensive experience in working as a senior financial executive
with major publicly held companies, and his recent experience
implementing internal control programs mandated by the Sarbanes-
Oxley legislation are exactly what 3D Systems needs to support the
execution of our business strategy and to provide the highest
degree of integrity in our financial reporting."

Jones brings to 3D Systems a strong finance background, having
provided CFO services through his own consulting firm and having
previously served as chief financial officer for two NYSE-listed
firms: Thomas & Betts Corporation (NYSE:TNB) and Joy Technologies,
Inc. He also served as president of ABB Financial Services, Inc.
following ABB's acquisition of Combustion Engineering, Inc., where
he was treasurer. He previously held finance positions at The Penn
Central Corporation and The First National Bank of Chicago.

Jones holds a bachelor's degree in computer science from the
University of Missouri at Rolla and an MBA in finance from
Stanford University.

The Company also announced that Robert M. Grace, Jr. has joined
the Company as Vice President, General Counsel and Secretary.

Grace formerly worked at Sealed Air Corporation (NYSE:SEE) for
more than 22 years where he held the positions of General Counsel
and Secretary and more recently Special Counsel in charge of all
legal aspects of M&A and financing activities.

Grace graduated from Williams College in 1969 with highest honors
in Economics and from Columbia University Law School in New York
City in 1972 where he was a Harlan Fiske Stone Scholar. He is a
member of the New York Bar and of numerous organizations involved
with corporate law practice, including the American Society of
Corporate Secretaries, the American Bar Association, the
International Bar Association, the Corporate Counsel Association
and the New York State Bar Association.

"Having had the privilege of working with Bob for more than 20
years, I was very pleased that he chose to join me as a critical
player in our new management team," said Abe Reichental. "I am
confident that I can rely on his exceptional talents and
capabilities to help our Company meet the challenges and develop
the opportunities ahead."

Founded in 1986, 3D Systems(R), the solid imaging company(SM),
provides solid imaging products and systems solutions that reduce
the time and cost of designing products and facilitate direct and
indirect manufacturing. Its systems utilize patented proprietary
technologies to create physical objects from digital input that
can be used in design communication, prototyping, and as
functional end-use parts.

3D Systems offers a wide range of imaging, communication rapid
prototyping and on demand manufacturing systems including the MJM
product line (InVision(TM) 3-D printer and ThermoJet(R) solid
object printer), SLA(R) (stereolithography) systems, SLS(R)
(selective laser sintering) systems, and Accura(R) materials
(including photopolymers, metals, nylons, engineering plastics,
and thermoplastics).

More information on the company is available at
http://www.3dsystems.com/

                         *    *    *

                   Going Concern Uncertainty

The Company's condensed consolidated financial statements have
been prepared assuming the Company will continue as a going
concern. The Company incurred operating losses totaling $14.4
million and $21.4 million for the nine months ended September 26,
2003 and the year ended December 31, 2002, respectively. In
addition, the Company had a working capital deficit of $4.4
million and an accumulated deficit in earnings of $35.8 million at
September 26, 2003. These factors among others raise substantial
doubt about the Company's ability to continue as a going concern.

Management's plans include raising additional working capital
through debt or equity financing. In May 2003, the Company sold
approximately 2.6 million shares of its Series B Convertible
Preferred Stock for aggregate consideration of $15.8 million and
the Company repaid $9.6 million of the U.S. Bank term loan balance
with a portion of the net proceeds.

Management intends to obtain debt financing to replace the U.S.
Bank financing, and in July 2003, management accepted a proposal
from Congress Financial, a subsidiary of Wachovia, to provide a
secured revolving credit facility of up to $20.0 million, subject
to its completion of due diligence to its satisfaction and other
conditions. In October 2003, Congress determined not to extend a
commitment of financing to the Company. In October 2003,
management accepted a proposal from Silicon Valley Bank to provide
a revolving line of credit up to $12.0 million. In October 2003,
Silicon Valley Bank preliminarily approved this credit facility.
Any credit facility will be subject to completion by Silicon of
its due diligence and other customary closing conditions.

Management continues to pursue alternative financing sources.
Additionally, management intends to pursue a program to improve
its operating performance and to continue cost saving programs.
However, there is no assurance that the Company will succeed in
accomplishing any or all of these initiatives.


21ST CENTURY HOLDING: Raises Earnings Guidance for Year 2004
------------------------------------------------------------
21st Century Holding Company (Nasdaq:TCHC), a vertically
integrated financial services holding company, is raising its
guidance for calendar year 2004.

President and Chairman of the Board, Edward J. Lawson, announced
that he is raising the guidance for the Company's calendar year
2004 from $2.50 to $3.00 per share to $3.25 to $3.75 per share on
a GAAP basis, before dilution. Revenue guidance is also being
raised from 20-30% growth rate to a 40-50% growth target for all
of 2004 and 2005. For calendar year 2003 ending December 31, 2003,
the Company continues to believe it will meet or exceed its
previous guidance of $2.25 to $2.45 per share.

Mr. Lawson said, "I am making these changes to our guidance now
due to a surge in growth in our property and general liability
lines of business. I believe that these trends, coupled with
expansion into other states, will continue to drive earnings and
revenue over the next several years."

Mr. Lawson continued, "I would also like to take this opportunity
to wish all of our shareholders a warm, happy and prosperous new
year."

The Company, through its subsidiaries, underwrites standard and
non-standard personal automobile insurance, flood insurance,
general liability insurance, mobile home insurance and homeowners'
property and casualty insurance in the State of Florida. The
Company underwrites general liability in the state of Georgia as a
surplus lines carrier. In addition, the Company has underwriting
authority and process' claims for third party insurance companies.
In addition to insurance services, the Company offers premium
finance services to its insureds as well as insureds of third
party insurance companies. Lastly, the Company offers other
ancillary services including licensing of its tax preparation
software products, electronic income tax filing, tax preparation
and tag and title transfer services.

The Company offers single and master franchise opportunities to
individuals through its subsidiaries Fed USA Insurance/Financial
Services and EXPRESSTAX(R) Franchise Corporation.

As previously reported in Troubled Company Reporter, 21st Century
Holding Company said that AM Best reaffirmed ratings for Federated
National Insurance Company ("B" rated) and American Vehicle
Insurance Company ("B+" rated) and changing their outlook from
negative to stable.


AES CORP: Brazilian Units Completes $2.3-Bil. Debt Restructuring
----------------------------------------------------------------
The AES Corporation (NYSE: AES) announced that several of its
Brazilian subsidiaries have reached agreement regarding the
successful restructuring of approximately $2.3 billion of non-
recourse debt associated with those businesses.

Negotiations with Banco Nacional de Desenvolvimento Economico e
Social to restructure approximately $1.2 billion in outstanding
loans owed to BNDES by several of AES's Brazilian subsidiaries
have been completed. The parties signed definitive documentation
in Rio de Janeiro, concluding nearly eighteen months of
negotiations. As a result of the restructuring, AES and BNDES have
created a new company, Brasiliana Energia, which will hold AES'
direct and indirect interests in AES Eletropaulo, AES Uruguaiana
and AES Tiete. AES Sul will be contributed upon the successful
completion of its financial restructuring.

Pursuant to the shareholders' agreement signed between AES and
BNDES, AES controls Brasiliana Energia through its ownership of a
majority of the voting shares of the company. AES will own 50.1%
of the common shares and BNDES will own 49.9% of the common shares
plus non-voting preferred shares that will provide BNDES with
approximately 53% of the total capital of Brasiliana Energia. AES
equity interests in Eletropaulo, Uruguaiana and AES Tiete together
with $90 million contributed by AES and its Brazilian subsidiaries
will be applied to reduce the outstanding debt owed to BNDES from
$1.2 billion to $510 million. The remaining outstanding balance of
$510 million (which remains non-recourse to AES) will be payable
over an 11 year period.

Closing of the transaction is subject only to approval from
Agencia Nacional de Energia Eletrica and the Brazilian Central
Bank, both of which are expected to be received no later than
January 2004.

AES also announced today that Eletropaulo had reached agreement
with its private creditors to reschedule approximately 2.3 billion
reais ($787 million) of outstanding debt over the next five years.
The agreement with Eletropaulo creditors resolves all outstanding
defaults and accelerations with its operating company lenders. As
the result of this transaction, 70% of the reprofiled debt will be
demoninated in Brazilian Reais (compared with 34% today).
Additionally, as a result of the reprofiling transaction,
approximately 75% of Eletropaulo's debt will be denominated in
Brazilian Reais (compared with 58% Monday). Closing of the
Eletropaulo reprofiling transaction is subject to definitive
documentation to be entered into no later than February 16, 2004.

Lastly, AES Tiete Holding, Ltd through its subsidiary AES IHB
Cayman, Ltd has reached agreement with $300 million aggregate
principal amount of 11.5% trust certificates due December 2015 to
obtain the required consents for the transaction with BNDES and to
restructure various payment terms of the obligations.

Paul Hanrahan, President and Chief Executive Officer of AES,
stated, " We are extremely pleased that all of the hard work over
these last 18 months has concluded by reaching these significant
milestones. Our agreement with BNDES is particularly important to
us because we now have the stability necessary to move forward
with our businesses in an attractive and promising electricity
market in South America's largest economy. The Brazilian
government has made great strides over the past year to
reconstitute a stable electricity market that once again will be
attractive for new investment."

"With the completion of these transactions, we now have a
sustainable capital structure for our Brazilian businesses.
Throughout these difficult months, BNDES has constructively
engaged with us in a search for mutually acceptable solutions."
said Joseph C. Brandt, Executive Vice President and Chief
Operating Officer of AES. "We are enthusiastic about working
together as partners. We also appreciate the hard work, expression
of confidence and support shown to us by the commercial banks and
bondholders at Eletropaulo and Tiete. "

AES -- whose senior unsecured debt is rated at 'B' by Fitch -- is
a leading global power company comprised of contract generation,
competitive supply, large utilities and growth distribution
businesses.

The company's generating assets include interests in 118
facilities totaling over 45 gigawatts of capacity, in 28
countries. AES's electricity distribution network sells 89,614
gigawatt hours per year to over 11 million end-use customers.

For more general information visit http://www.aes.com/


AIR CANADA: Board of Directors Reconfirms Selection of Trinity  
--------------------------------------------------------------
Air Canada's Board of Directors met Sunday afternoon, December 21,
2003, to consider the improved offer from Trinity Time Investments
received late Friday evening as well as the court sanctioned final
Cerberus offer submitted on December 10.  

The Board received the advice of the Seabury Group and Merrill
Lynch as well as independent legal counsel.  

Following its deliberations, the Board reconfirmed its selection
of Trinity Time Investments as the company's equity plan sponsor.  

                     Apples-to-Apples Basis

In a letter dated December 22, 2003, R. E. Brown, chairman of Air
Canada's Board of Directors, informs Mr. Justice Farley that, in
arriving at a conclusion, the Board took into account both
financial and non-financial considerations.

"The analysis received by the Board made it clear that, when
analyzed on an apples-to-apples basis, the Trinity and Cerberus
proposals do not produce significantly discrepant economic
outcomes," Mr. Brown says.

Mr. Brown relates that, by making use of assumptions that the
Board considered reasonable, including comparable,
capitalizations of the emergent Air Canada under the two
proposals, the analyses indicated that the Cerberus proposal
might provide marginally better economic results at the lower end
of the expected range of likely equity market values for the
enterprise as a whole, with a superior economic result under the
Trinity offer at higher value levels.

"But even modest changes in projected financial results of the
restructured Air Canada would have a major impact on these
outcomes," Mr. Brown points out.

In this context, non-financial considerations assumed particular
salience.  The Board considered a number of them,, including the
synergies and benefits each offeror asserted for its proposal.

Mr. Brown says that the support of major creditors, like Deutsche
Bank Securities Inc. and General Electric Capital Corporation, to
the Trinity proposal was significant.

              Cerberus Offers Choices to Air Canada

On December 10, 2003, Cerberus Capital Management LP tendered a
revised offer incorporating modifications to certain key
financial terms and conditions in the Trinity Investment
Agreement approved by the CCAA Court.

The Cerberus Offer presents two investment options to Air
Canada's Board of Directors:

   -- Option A

      (a) Cerberus would pay CND650,000,000 for 25% of the fully
          diluted equity of Air Canada Enterprise;

      (b) A CND450,000,000 Rights Offering would be made
          available to creditors;

      (c) At Air Canada's request, Cerberus would support a grant
          to creditors who subscribe for shares under the Rights
          Offering of an over-allotment of shares not otherwise
          taken up by the creditors which would require Cerberus
          to seek from Deutsche Bank an amendment to the Deutsche
          Bank Standby Agreement approved by the CCAA Court on
          December 8, 2003;

      (d) If Cerberus was successful negotiating the redemption
          of the note issued to General Electric Capital Aviation
          Services before the Applicants exit from CCAA
          protection, that portion of the equity of Air Canada
          Enterprise into which it otherwise would have been
          convertible would be allocated to unsecured
          creditors on a pro-rata basis;

      (e) The price for shares to be purchased by Deutsche Bank
          as the standby purchaser and those creditors who
          exercise their option to subscribe for equity under the
          Rights Offering, would be set at a 19.96% discount to
          the price paid by Cerberus -- effectively adjusting the
          pricing so that it will be identical to the pricing
          contained in the Trinity Investment Agreement;

      (f) The conversion price of the GECAS Note into equity
          would be set at a 19.96% discount to the price paid by
          Cerberus;

      (g) Five-year warrants for additional equity in
          Air Canada Enterprise would be issued to those
          creditors who subscribe for shares in the Rights
          Offering.  The Creditor Warrants would have an exercise
          price equivalent to a CND5,000,000,000 equity valuation
          and would be subject to a dilution formula with a cap
          at 15% of the equity of Air Canada Enterprise;

      (h) Senior Notes of up to CND500,000,000 would be made
          available to those creditors that elect not to receive
          equity as part of the restructuring;

      (i) A cash pool of between CND25,000,000 and CND100,000,000
          would be made available to a convenience class of
          creditors;

      (j) At the option of Air Canada or if the GECAS Note is not
          redeemed, the equity investment from Cerberus would be
          reduced to CND550,000,000 with a proportional reduction
          in the amount of fully diluted equity to be allocated
          to Cerberus; and

      (k) Cerberus would reimburse Air Canada for the payment of
          the CND19,500,000 Break Fee to Trinity.

   -- Option B

      (a) Cerberus would pay CND275,000,000 for 10.38% of the
          fully diluted equity of Air Canada Enterprise;

      (b) The over-allotment provisions and the GECAS Note
          retirement options under Option A would, if agreements
          could be reached with Deutsche Bank and GECAS, also be
          offered to Air Canada under Option B;

      (c) A Rights Offering ranging from CND600,000,000 to
          CND825,000,000 would be made available to creditors.
          Deutsche Bank would be offered the right to backstop
          CND450,000,000 of the Rights Offering on the terms
          contained in the Standby Agreement and Cerberus would
          backstop the remainder of the Rights Offering of
          between CND150,000,000 and CND375,000,000.  Cerberus'
          investment would be adjusted upward on a dollar-for-
          dollar basis to the extent Cerberus' backstop of the
          Rights Offering falls below CND375,000,000.  Deutsche
          Bank and Cerberus would purchase unexercised Rights
          Offering Shares on a pro-rata basis which would require
          Cerberus to seek from Deutsche Bank an amendment to the
          Standby Agreement; and

      (d) The subscription price for shares under the Rights
          Offering, would be set at a price that is a 21.47%
          discount to the price paid by Cerberus -- effectively
          adjusting the pricing so that it will be identical to
          the pricing contained in the Trinity Investment
          Agreement.

Under both Option A and Option B, these provisions apply:

      (i) At Air Canada's request, Cerberus would support a grant
          to creditors who subscribe for shares under the Rights
          Offering of an over-allotment of shares not otherwise
          taken up by creditors; and

     (ii) Should it be possible for Cerberus to retire the GECAS
          Note prior to the Applicants' exit from CCAA
          protection, that portion of the equity of Air Canada
          Enterprise into which it otherwise would have been
          convertible would be allocated to creditors on a
          pro-rata basis;

                       Other Salient Terms

Air Canada Board        Composition of the 12 members of the
                        Board under either option is:

                        * 4 selected by Cerberus -- 1 would be
                          selected by a participant in the Rights
                          Offering if more than CND650,000,000
                          was raised through the Rights Offering;

                        * 1 management director;

                        * 2 nominees selected by Deutsche Bank;
                          and

                        * 5 nominees selected by a committee
                          comprised of the CEO, a member of
                          the Unsecured Creditors' Committee and
                          Cerberus;

                        Remaining directors must be satisfactory
                        to Cerberus.

Voting Control          Voting control of the Class A shares to
                        held by Cerberus would be calculated as
                        the greater of:

                        -- 25% of the total number of votes
                           attached to all outstanding shares;
                           and

                        -- The percentage of the total votes that
                           is equal to the lessor of:

                           (a) The maximum percentage set forth
                               in the Canada Transportation Act
                               and the Air Canada Public
                               Participation Act; and

                           (b) The percentage of the total equity
                               that the number of Class A shares
                               represent.

Conditions Precedent    Conditions precedent in favor of Cerberus
                        contain these changes as against the
                        Trinity Investment Agreement:

                        -- Agreements with the Office of the
                           Superintendent of Financial
                           Institutions and relevant labor and
                           retiree groups regarding the amount
                           and timing of cash flow, funding
                           requirements and amortization of
                           solvency deficiencies will be on terms
                           at least as favorable to Air Canada as
                           that provided in the written
                           presentation from Air Canada to the
                           OSFI on October 27, 2003; and

                        -- Cerberus does not require comfort or
                           assurance from relevant governmental
                           agencies in connection with charges
                           for airport ground rents, navigation
                           charges and security charges.

Other Terms             (a) A representation by Air Canada that
                            material agreements like the Star
                            Alliance, GE and Amex Card agreements
                            are accurately reflected in, and are
                            consistent with, the Applicants'
                            business plans;

                        (b) Removal of the "fiduciary out"
                            language in the Trinity Investment
                            Agreement and the elimination of the
                            concept of "Superior Proposal" in
                            connection with the Board's
                            consideration of competing investment
                            proposals;

                        (c) Air Canada will provide Cerberus with
                            copies of all documents before filing
                            them with any governmental authority
                            and Air Canada would accept and make
                            all reasonable changes suggested by
                            Cerberus; and

                        (d) Cerberus to receive written evidence
                            from any governmental authority
                            regarding the compliance of the
                            contemplated transactions with the
                            Canada Transportation Act and the Air
                            Canada Public Participation Act
                            regarding foreign ownership and
                            control.

Expense Reimbursement   Air Canada is to reimburse Cerberus for
                        its expenses:

                        (a) Cerberus' reasonable expenses
                            incurred through November 8, 2003;
                            plus

                        (b) An expense reimbursement to be paid
                            on the Closing, or from time-to-time
                            before the Closing, calculated as the
                            lesser of:

                            * CND12,000,000; and

                            * The actual out-of-pocket costs less
                              the amount already reimbursed by
                              Air Canada for costs incurred to
                              November 8, 2003.

Retention of            Messrs. Robert Milton, Air Canada
Key Officers            President and Chief Executive Officer;
                        Calin Rovinescu, Chief Restructuring
                        Officer; and Montie Brewer, Executive
                        Vice President, Commercial will be
                        retained.

                        Cerberus wants each officer to enter into
                        employment agreements satisfactory to it
                        as conditions to Closing.

                        In lieu of a restricted stock grant to
                        Messrs. Milton and Rovinescu, Cerberus
                        would support a CND10,000,000 aggregate
                        cash bonus by the Board of Directors of
                        Air Canada Enterprise to the two
                        executive officers, to be paid over a
                        four-year period.

Management Stock
Option                  Cerberus would support the establishment
                        of a management stock option plan program
                        on the Closing Date not to exceed 5% of
                        the fully diluted shares of Air Canada
                        Enterprise of which no more than 3% will
                        be issued on the Closing Date.

          Trinity Secures GECAS, Deutsche Bank Support

Trinity Time Investments entered into an agreement with GE
Capital that requires Trinity or its assignee, which includes Air
Canada, to purchase (i) the GECAS Note and (ii) the GECAS
warrants for 4% of the fully diluted equity of Air Canada
Enterprise, which are to be made available to GE Capital.  The
GECAS Note and the GE Warrants are instruments created under the
Global Restructuring Agreement executed by Air Canada with GE
Capital.

Trinity advised both the Applicants and Ernst & Young, Inc., the
Court-appointed Monitor, that the GECAS Note and the GE Warrants
will be cancelled when the Applicants exit from CCAA protection
under the terms of the GECC Agreement and that all of the fully-
diluted equity associated with the GECAS Note and the GE Warrants
will be transferred to the Applicant's unsecured creditors.  
GECAS will receive a cash payment from Trinity in a single agreed
amount for both the GECAS Note and the GE Warrants -- which
amount equals the face value of the GECAS Note plus an additional
agreed amount.

On December 19, 2003, Trinity submitted a revised investment
offer to Air Canada's Board.  Pursuant to the new provisions of
the Amended Trinity Investment Agreement, Trinity will permit Air
Canada to repay the GECAS Note at its principal amount of
$106,000,000 plus a 9% early redemption premium.  The GE Warrants
will be cancelled upon the Applicants' exit from CCAA without
payment or other consideration payable by the Applicants.  Under
all circumstances the consideration to be received by GECC for
the cancellation of the GE Warrants will be shouldered by
Trinity.

Trinity promises to make the transactions contemplated by the
GECC Agreement effective immediately on the Closing.  Assuming
that the Applicants' Global Restructuring Agreement with GE
Capital is approved and that the GE Capital-Trinity transactions
are consummated, the Applicants' unsecured creditors will receive
an additional 9.56% of the fully diluted equity of Air Canada
Enterprise.

The Monitor received and reviewed a copy of the GECC Agreement.  
The GECC Agreement, however, is subject to confidentiality
agreements and cannot be disclosed.

Trinity also entered into an agreement with Deutsche Bank that is
based on the consideration Trinity made available to Deutsche
Bank for certain amendments to be allowed by Deutsche Bank to the
Standby Purchase Agreement.  The amendment is subject to further
clarification.

The Amended Standby Purchase Agreement provides to creditors who
elect to purchase equity pursuant to the Rights Offering an
opportunity to receive an over-allotment of equity to a maximum
of one-half of the un-subscribed Rights Offering Shares.  As an
example, if 40% of the shares under the Rights Offering are
subscribed, then an additional 30% -- which is one-half of the
un-subscribed Rights Offering shares of 60% -- of the Rights
Offering Shares can be subscribed by creditors pursuant to the
over-allotment provision.  The Amended Standby Purchase Agreement
also contains provisions to address the issue of the re-
allocation of Rights Offering Shares relating to disputed claims.

            Other Revisions to the Trinity Investment

The condition in favor of Trinity with respect to the pension
plans issues is amended by the addition of an assurance that
Trinity agrees to accept the Applicants' position as set out in
their October 27, 2003 letter to the OSFI.  The condition
requiring government assurances is clarified by the addition of
language that Trinity does not require any legislative amendment.

The language concerning the treatment of a competing investment
proposal and the "fiduciary out" is removed and any reference to
a "Superior Proposal" is eliminated from the Amended Trinity
Investment Agreement.  An additional covenant is added which
requires Air Canada to accept reasonable changes suggested by
Trinity in connection with any filing or submission to any
governmental entity.

Trinity seeks additional funding from Air Canada for its
reasonable actual out-of-pocket expenses incurred through
December 19, 2003.

Trinity proposes the development of management equity linked
compensation arrangements, which will provide a maximum of 5% of
the fully diluted equity -- maximum of 3% on Closing -- through a
combination of options and stock grants to all management in the
aggregate.  These limits are the same as under the Cerberus
Offer.

Trinity amends its previous proposal requiring that on the
Closing, each of Messrs. Milton and Rovinescu will hold not less
than 0.25% of the equity.  The amount is raised to not less than
1% of the total equity within 3 years.  The equity shares will be
acquired under the management equity linked compensation
arrangements and included in the maximum 5% allocation.

                        Seabury's Analyses

Seabury Securities LLC, the Applicants' financial adviser,
performed detailed financial analyses that compare the Cerberus
Offer and the Amended Trinity Investment Agreement.  The
financial analyses considered these matters affecting the
ultimate recovery to the Applicants' creditors:

   -- The amount of equity allocated to those creditors who do
      not participate in the Rights Offering;

   -- The amount of equity allocated to creditors pursuant to the
      Rights Offering and possible over-allotment privileges;

   -- The potential dilutive effects of various financial
      instruments, like the GECAS Note, the GE Warrants,
      Management stock grants or options and the Creditor
      Warrants;

   -- The potential benefits to the Applicants -- and hence,
      the creditors -- from the early retirement of the GECAS
      Note and GE Warrants;

   -- The potential equity valuation of Air Canada Enterprise
      upon exit from CCAA and forecast potential equity
      valuations one to two years following emergence from CCAA;

   -- The potential adjustments to the equity valuation for cash
      raised or utilized on Closing, and cash raised pursuant to
      the Creditor Warrants;

   -- The potential value of Creditor Warrants to creditors who
      hold Creditor Warrants under the Cerberus Offer;

   -- Assumptions concerning the expected creditor participation
      rates in the Rights Offering and the over-allotment; and

   -- Assumptions concerning the potential amount of aggregate
      Allowed Claims for purposes of distribution under the CCAA
      restructuring plan.

On December 18, 2003, the Air Canada Board employed Merrill Lynch
to provide independent financial advice.  In accordance with its
mandate, Merrill Lynch confirmed to the Board that it agreed with
the financial methodology, assumptions and calculations used by
Seabury.

Seabury presented a summary of the potential equity allocations
under different scenarios:

                                   Trinity   Cerberus   Cerberus
   Stakeholder                     Dec. 19   Option A   Option B
   -----------                     -------   --------   --------
   Equity Plan Sponsor              31.13%     25.00%     19.39%
   GE Capital                        0.00%      9.57%      9.57%
   Creditors - Claims               44.30%     40.79%     37.39%
   Creditors - Rights Offering      16.17%     10.81%     19.82%
   Total Creditors                  60.47%     51.60%     57.22%
   Deutsche Bank Standby Agreement   5.39%     10.81%     10.81%
   Management                        3.00%      3.00%      3.00%
   Existing Shareholders             0.01%      0.01%      0.01%
                                   =======   ========   ========

Seabury assumes under the Amended Trinity Agreement Analysis that
50% of the creditors exercise their Rights pursuant to the Rights
Offering plus an over-allotment by creditors of another 25% of
the Rights Offering Shares.  Seabury also assumes the retirement
of the GECAS Note and the GE Warrants.

Seabury assumes under Option A of the Cerberus Offer that 50% of
the creditors exercise their Rights pursuant to the Rights
Offering with no ability to subscribe for an over-allotment.  
Seabury also assumes a CND650,000,000 investment from Cerberus to
reflect an equivalent capitalization.  The equity allocation
under Option A does not reflect a retirement of the GECAS Note
since Cerberus has not completed those arrangements.

Seabury assumes under Option B that 50% of the creditors exercise
their Rights pursuant to the Rights Offering with no ability to
subscribe for an over-allotment.  Seabury also assumes that
amendments are made to the Standby Agreement to allow for pro-
rata take-up between Deutsche Bank and Cerberus of the
unexercised Rights Offering Shares.

The equity allocations also assume that the over-allotment
arrangements between Trinity and Deutsche Bank cannot be
duplicated by Cerberus.

Seabury reports the financial impact of the arrangements Trinity
entered with GE Capital and Deutsche Bank:

      (i) There is a 9.56% reduction in equity allocated to GE
          Capital in connection with the GECAS Note and the GE
          Warrants and a corresponding reallocation to the
          Applicants' unsecured creditors; and

     (ii) There is an increase in the amount of equity that
          creditors may acquire under the Rights Offering -- at
          the same price paid by Trinity -- and, consequently, a
          decrease in the amount of equity that may be available
          to Deutsche Bank under the Amended Standby Agreement.

Both of the impacts increase the amount of equity available to
the Applicants' unsecured creditors and, therefore, potentially
increasing the overall recovery for creditors under the Amended
Trinity Investment Agreement.

            Valuation and Creditor Recovery Assumptions

Many financial creditors have valued the post-CCAA Air Canada
equity in a range of up to CND5,000,000,000 or more.  In its
analysis, Seabury assumed a variety of potential equity
valuations within the range of CND2,650,000,000 to
CND7,000,000,000 -- with the most likely range at +/-
CND3,750,000,000 -- and the effect of such assumed values on the
ultimate recovery to stakeholders.

Assuming the total Allowed Claims are CND10,000,000,000, Seabury
developed a range of potential stakeholder recoveries:

Total Equity                         Trinity  Cerberus  Cerberus
Valuation          Creditor          Dec. 19  Option A  Option B
----------------   --------          -------  --------  --------
CND2,650,000,000   Participating       0.116    0.127     0.121
                   Creditor

                   Non-Participating   0.115    0.114     0.111
                   Creditor

                   Blended Recovery    0.115    0.120     0.116

   3,750,000,000   Participating       0.200    0.202     0.206
                   Creditor

                   Non-Participating   0.163    0.157     0.152
                   Creditor

                   Blended Recovery    0.182    0.179     0.179

   5,000,000,000   Participating       0.296    0.289     0.302
                   Creditor

                   Non-Participating   0.219    0.205     0.199
                   Creditor

                   Blended Recovery    0.257    0.247     0.251

   7,000,000,000   Participating       0.449    0.431     0.456
                   Creditor

                   Non-Participating   0.307    0.282     0.274
                   Creditor

                   Blended Recovery    0.378    0.356     0.365
                                     =======  =======   =======

The Seabury Estimated Recoveries reflect that:

   -- Cerberus Option A results in higher recoveries to creditors
      at the lower assumed equity valuation when Cerberus invests
      CND650,000,000;

   -- the Amended Trinity Investment Agreement results in higher
      creditor recoveries at the middle and higher expected
      equity valuation ranges, particularly recoveries to
      Non-Participating Creditors; and

   -- Cerberus Option B, which represents a very different equity
      structure, provides for lower overall recoveries to
      creditors on a blended basis with greater recoveries to the
      Participating Creditors, but at the expense of
      Non-Participating Creditors who realize lower recoveries.

                 Other Qualitative Considerations

The Board also considered certain qualitative factors associated
with the Cerberus Offer and the Amended Trinity Investment,
including:

      (i) Cerberus Option B is not responsive to producing an
          equity plan sponsor that would have significant
          ownership and the ability to provide meaningful
          leadership in Air Canada Enterprise;

     (ii) Relative certainty of regulatory approvals in a timely
          fashion respecting foreign ownership restrictions and
          control issues;

    (iii) The relative ability to bring leadership and to assist
          the Applicants in achieving closure to outstanding
          restructuring initiatives like the pension deficit
          funding agreements and aircraft purchase and funding
          arrangements;

     (iv) Timeline to close the equity funding and related
          agreements and ability to manage potential Material
          Adverse Changes;

      (v) Ability of management to work with the equity plan
          sponsor; and

     (vi) The equity plan sponsor's contribution to Air Canada's
          business prospects. (Air Canada Bankruptcy News, Issue
          No. 23; Bankruptcy Creditors' Service, Inc., 215/945-
          7000)


AMERCO: Continuing JPMorgan Cash Collateral Use Until Feb. 28
-------------------------------------------------------------
Under a Court-approved Stipulation with JPMorgan Chase Bank, the
AMERCO Debtors are authorized to use the Cash Collateral and
JPMorgan is granted with adequate protection.  The Stipulation
provides a December 31, 2003 Termination Event.

To ensure that the substantial progress the Debtors have made
toward their reorganization efforts are not jeopardized, the
Debtors and JPMorgan, as administrative agent of the lenders
under the June 28, 2002 Credit Agreement, agree to modify the
Amerco and AREC Final Order on Cash Collateral so that the
Debtors' rights to use the cash collateral is extended up to and
including February 28, 2004.  

Judge Zive approves the parties' agreement in all respects.
(AMERCO Bankruptcy News, Issue No. 16 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANALYTICAL SURVEYS: 2003 Year-End Net Loss Reaches $4 Million
-------------------------------------------------------------
Analytical Surveys, Inc. (Nasdaq: ANLT), the leading provider of
utility-industry data collection, creation and management services
for the geographic information systems (GIS) markets, announced
financial results for its fiscal year ended September 30, 2003.

Revenue for the fiscal year was $15.0 million compared with $19.1
million in fiscal 2002.  Net loss available to common shareholders
was $3.9 million, or $4.75 per diluted share, versus net earnings
available to common shareholders of $4.5 million, or $2.42 per
diluted share, last year.  Net earnings in 2002 were impacted by
several non-operational items, including a substantial gain on the
extinguishment of debt and a significant income tax benefit.  Net
loss in 2003 incorporated several costs associated with
consolidation of the Company's operations, including the closure
of ASI's Indianapolis facility and the relocation of its
headquarters to San Antonio, Texas.

The decline in 2003 revenue was attributed to sluggishness within
the domestic GIS market.  This resulted in a decrease in the
quantity and size of contracts on which the Company has been
working.  ASI ended fiscal 2003 with an order backlog of $7.9
million versus $19.5 million at the end of last year.

Norman Rokosh, president and CEO, said, "Spending on IT services
by our utility market customers has been slower to accelerate than
the broader economy.  However, we are currently experiencing a
notable increase in customer interest for our new GIS data-
maintenance services.  We have achieved a significant increase in
new service contracts signed since our September 30, fiscal year
end.

"We are gratified by our success during the past year at reducing
costs and improving corporate efficiencies," Rokosh added.  
"Collectively, G&A expense, salaries and subcontractor costs were
down 23% from fiscal 2002 levels.  We also resolved several
administrative issues that proved a significant drain on
management's time and attention.  In April, we regained compliance
with Nasdaq's listing requirements, and in September we finalized
a successful settlement with the Securities and Exchange
Commission regarding the 1999 restatement of ASI's financial
results.  Subsequent to our fiscal year end, we announced we had
prevailed in an arbitration case brought by two former owners of
our Texas subsidiary relating to a 1998 acquisition by ASI.

"With these issues behind us and signs of increased market
activity on the horizon, we are encouraged about the prospects for
the coming year," Rokosh said.  "Finally, I would like to thank
our employees, our industry partners and our shareholders for
their continued support of ASI."

Analytical Surveys Inc. provides technology-enabled solutions and
expert services for geospatial data management, including data
capture and conversion, planning, implementation, distribution
strategies and maintenance services.  Through its affiliates, ASI
has played a leading role in the geospatial industry for more than
40 years.  The Company is dedicated to providing utilities and
government with responsive, proactive solutions that maximize the
value of information and technology assets.  ASI is headquartered
in San Antonio, Texas and maintains operations in Waukesha,
Wisconsin.  For more information, visit http://www.anlt.com/

                         *    *    *

          Liquidity and Going Concern Uncertainty

In its 2003 Annual Report file with the Securities and Exchange
Commission's Form 10-K, Analytical Surveys reported:

"We currently do not have a line of credit with any lender. The
terms of our senior secured convertible note restricts our ability
to secure additional debt and also contain customary default
provisions, which if triggered and exercised, would make it
difficult for us to meet the debt payments. During the fiscal
years of 2000 through 2003, we experienced significant operating
losses with corresponding reductions in working capital and net
worth, excluding the impact of debt forgiveness. Our revenues and
backlog have also decreased substantially during the same period.
These factors, among others raise substantial doubt about our
ability to continue as a going concern. We rely solely on cash
flow from operations to fund future operations and expenditures.
We attempt to negotiate new contracts to minimize negative cash
flow and frequently monitor and forecast our cash availability.
There is no assurance that the cash flow from operations will be
sufficient to meet our capital requirements.

"Historically, our principal source of liquidity has consisted of
cash flow from operations supplemented by secured lines-of-credit
and other borrowings. We did not have a working capital line-of-
credit as of September 30, 2003. Other borrowings consist of a
$1.9 million senior secured convertible debenture and redeemable
preferred stock.

"On March 31, 2003, we made our final bank debt payment, paying in
full a $175,000 unsecured promissory note that matured on
March 31, 2003. The $1.9 million senior secured convertible note,
which has a face value of $2.0 million maturing April 2, 2005,
bears interest at an annual rate of five percent, but interest is
not payable until maturity. The senior secured convertible note
must be converted at maturity to Common Stock as described below.

"The senior secured convertible note is convertible at any time
into Common Stock at a price equal to the lesser of (i) $4.00,
(ii) 90% of the average closing bid prices of the Common Stock for
the 90 trading days ending the trading date immediately preceding
the closing date of April 2, 2002 (calculated to be $4.69), and
(iii) 90% of the average closing bid prices for the 3 trading days
having the lowest closing bid price during the 20 trading days
immediately prior to the conversion date, but under any event, the
number of shares issuable upon full conversion of the note must
constitute at least 38% of the issued and outstanding shares, on a
fully diluted basis, as of the date of full conversion. If at the
time of conversion of the note, the price of the Common Stock has
dropped below $4.00 per share, the number of shares of Common
Stock issuable upon conversion of the note and upon exercise of
the warrants would increase. Similarly, if ASI issues shares of
Common Stock at a price of less than $4.00 per share, the
conversion price and the exercise price decrease to that lower
price, and the number of shares issuable under the note and the
warrants would therefore increase. At the time of conversion, any
unpaid interest is to be paid in shares of Common Stock.

"If the note had been converted in full on September 30, 2003, the
conversion price would have been $1.19, and we would have issued
1,806,722 shares to redeem the principal and accrued interest. The
note is subject to mandatory conversion in three years and is
secured by all of our assets. All amounts and prices have been
adjusted to reflect the one-for-ten reverse split of Common Stock
that became effective October 2, 2002.

"The holder of the senior secured convertible note, Tonga
Partners, L.P., also received warrants to purchase an additional
500,000 shares of Common Stock (subject to adjustment). One whole
warrant entitles Tonga to acquire an additional share of Common
Stock at an exercise price equal to 115% of the conversion price
of the note. Assuming an exercise price of $1.37 per share (115%
of $1.19), the aggregate exercise price for the warrants would be
$685,000 for the issuance of 500,000 shares of Common Stock, but
the shares issuable upon conversion of the note and exercise of
warrants are to be no less than 55% of the outstanding Common
Stock (unless Tonga exercises the warrants in a cashless exercise
where Tonga uses the value of some of the warrants to pay the
exercise price for other warrants).

"On November 6, 2003, we issued 261,458 shares of our Common Stock
pursuant to the partial conversion of the senior secured
convertible debenture. The shares were issued at a price of $1.24
for an aggregate conversion of $300,000 of principle payable and
$24,208 of interest payable. The $2 million debenture was
exchanged for the shares and a $1.7 million debenture bearing the
same terms. The newly issued shares increased our total common
shares outstanding from 823,965 to 1,085,423. Tonga owned 24% of
our outstanding shares immediately after the partial conversion.

"Pursuant to the conversion, the exercise price of 75,000 shares
underlying the warrant was set at $1.43 per share. The exercise
price of the remaining shares will be set accordingly upon the
conversion, if any, of the remainder of the note.

"We are required to register the shares underlying the note and
warrants. Also, ASI is generally restricted from issuing
additional equity securities without Tonga's consent, and the
Holder has a right of first refusal as to certain subsequent
financings. In addition, we are obligated to continue the listing
of our Common Stock on the Nasdaq SmallCap Market pursuant to the
Note and Warrant Purchase Agreement entered into with Tonga, our
controlling beneficial shareholder, and any breach of this
obligation might result in the acceleration of the Company's
obligations under the senior secured convertible note payable to
Tonga.

"As part of the transaction, Tonga was granted the opportunity to
appoint a majority of ASI's board of directors and, as a result,
controls ASI. In addition, upon exercise of the warrants and
conversion of the note, Tonga will own a majority of the Common
Stock, thereby giving Tonga additional control over ASI.

"On December 28, 2001, we issued 1.6 million shares of no par
value Series A Preferred Stock, at an original issue price of
$2.00 per share. We are entitled to redeem the shares within one
year of issuance at $1.00 per share ($1.6 million), and the
redemption price increases $.20 per year until the fifth
anniversary, at which time the shares must be redeemed at a price
of $2.00 per share. As of the date of this report, we have not
redeemed the shares. The agreement calls for a mandatory payment
of $800,000 by the third anniversary. The preferred stock earns a
dividend at the annual rate of 5.00% of the then redemption price
on a cumulative, non-participating basis and has a liquidation
preference equal to the then redemption value of shares
outstanding at the time of such liquidation.

"During the fiscal years of 2000 through 2003, we experienced
significant operating losses with corresponding reductions in
working capital and net worth, excluding the impact of debt
forgiveness, and do not currently have any external financing in
place to support operating cash flow requirements. Our revenues
and backlog have also decreased substantially during the same
period. Our senior secured convertible note also contains
customary default provisions, which if triggered and exercised,
would make it difficult for us to meet these debt payments.

"To address the going concern issue, management has implemented
financial and operational restructuring plans designed to improve
operating efficiencies, reduce and eliminate cash losses and
position ASI for profitable operations. In fiscal 2002, we
improved our working capital position by reducing our bank debt
through the issuance of preferred stock and convertible debt and
with the collection of a $1.2 million federal income tax refund.
The consolidation of our production operations in fiscal 2003 to
two solution centers has resulted in lower general and
administrative costs and improved operating efficiencies.
Additionally, the relocation of our corporate headquarters has
resulted in additional savings realized with a smaller corporate
staff and efficiencies in occupancy and travel related expenses.
Our sales and marketing team is pursuing market opportunities in
both our traditional digital mapping and newly launched data
management initiatives. We continue to focus on cost control as we
develop the data management initiative.

"The financial statements do not include any adjustments relating
to the recoverability of assets and the classifications of
liabilities that might be necessary should we be unable to
continue as a going concern. However, we believe that our
turnaround efforts, if successful, will improve operations and
generate sufficient cash to meet our obligations in a timely
manner.

"In the absence of a line of credit and limitations on securing
additional debt, we depend on internal cash flow to sustain
operations. Internal cash flow is significantly affected by
customer contract terms and progress achieved on projects.
Fluctuations in internal cash flow are reflected in three
contract-related accounts: accounts receivable; revenues in excess
of billings; and billings in excess of revenues. Under the
percentage of completion method of accounting:

   "Accounts receivable" is created when an amount becomes due
    from a customer, which typically occurs when an event
    specified in the contract triggers a billing.  

   "Revenues in excess of billings" occur when we have performed
    under a contract even though a billing event has not been
    triggered.  

   "Billings in excess of revenues" occur when we receive an
    advance or deposit against work yet to be performed.  

"These accounts, which represent a significant investment by us in
our business, affect our cash flow as projects are signed,
performed, billed and collected. At September 30, 2003, we had
multiple contracts with four customers, each of which accounted
for more than 10% of our consolidated revenues in fiscal 2003. One
customer accounted for 58% of total accounts receivable and
revenue in excess of billings at September 30, 2003. At September
30, 2002, three customers represented 72% (43%, 17% and 12%,
respectively) of the total balance of net accounts receivable and
revenue in excess of billings. Billing terms are negotiated in a
competitive environment and, as stated above, are based on
reaching project milestones. We anticipate that sufficient billing
milestones will be achieved during fiscal 2004 such that revenue
in excess of billings for these customer contracts will begin to
decline.

"Our operating activities used $0.9 million cash in fiscal 2003
and provided positive cash flow of $2.3 million in fiscal 2002 and
$0.3 million in fiscal 2001. Contract-related accounts described
in the previous paragraph declined $1.5 million, $6.0 million, and
$8.7 million in fiscal 2003, 2002, and 2001, respectively.
Accounts payable and accrued expenses increased $0.5 million in
fiscal 2003 and decreased $2.0 million in fiscal 2002 and $3.5
million in fiscal 2001. The decrease in fiscal 2001 reflects the
Company's reduced size of operations, in part due to the sale of
our Colorado Springs, Colorado office. Prepaid expenses remained
constant in fiscal 2003, decreased by $0.5 million in fiscal 2002
and increased by $0.2 million in fiscal 2001.

"Cash provided by investing activities principally consisted of
proceeds from sales of assets, offset by the purchases of
equipment and leasehold improvements. In fiscal year 2001, we
enhanced cash flow by $8.6 million from the sale of assets,
primarily from the sale of Colorado assets. We purchased equipment
and leasehold improvements totaling $0.2 million, $0.4 million,
and $0.4 million in 2003, 2002, and 2001, respectively.

"Cash used by financing activities for fiscal years 2003, 2002,
and 2001 was $0.1 million, $0.5 million, and $10.1 million,
respectively. Financing activities consisted primarily of net
borrowings and payments under lines of credit for working capital
purposes and net borrowings and payments of long-term debt used in
operations and the purchase of equipment and leasehold
improvements. We reduced debt by $6.0 million with proceeds from
the sale of our Colorado Springs, Colorado office in fiscal 2001."


ASSISTED LIVING: Executes $88 Mill. Debt Refinancing Arrangement
----------------------------------------------------------------
Assisted Living Concepts, Inc. (OTCBB:ASLC), a national provider
of assisted living services, announced the refinance of its Junior
and Senior Notes and the secured loan provided by GE Capital,
which have a total principal amount of approximately $88 million.

The Jr. Notes were due to mature on January 2012, and would have
converted to cash pay interest of 12% in 2005. The Sr. Notes were
due to mature on January 2009 and accrued interest at 10%. The GE
Capital loan had a maturity of December 2004, and a minimum
interest rate of 8%.

These facilities are being replaced by a loan from Red Capital, as
lender for Fannie Mae, in the amount of $38.4 million and a new
loan from GE Capital in the amount of $50 million.

The loan from Red Capital has a fixed interest rate of 6.24%, and
matures in 10 years. The loan from GE is comprised of a $35
million term loan and a $15 million revolving loan, both of which
accrue interest at LIBOR plus 4.0% and have an initial interest
rate of 5.75%. The term loan matures in 5 years, and the revolving
loan matures in 2 years but may be extended annually thereafter.
Each of the loans is to subsidiary companies and is non-recourse
to ALC, subject to a limited guaranty by ALC. The Company's
weighted average interest rate is expected to decrease from 7.36%
in 2003 to 5.76% in 2004, based on the initial GE interest rate,
which is subject to change.

Under the terms of the Junior and Senior Indentures, all of the
Junior and Senior Notes are being redeemed, and final payment of
all principal and interest will be made on or about January 30,
2004. In addition, the Indentures are being legally defeased,
satisfied and discharged. The Company expects to record a charge
in the 4th quarter of 2003 for approximately $3.0 million in
connection with the write off of deferred finance and other costs
associated with the Notes and the old GE Capital facility.

"We are very pleased with the new loans, which essentially
complete the restructuring of our balance sheet by replacing the
agreements that the Company entered into upon emerging from
bankruptcy in 2002," said Steven Vick, Chief Executive Officer.
"Completion of these transactions will not only lower our interest
expense substantially, but will provide increased financial
flexibility."

ALC owns, leases and operates 177 assisted living residences with
6,838 units for older adults who need help with the activities of
daily living, such as eating, bathing, dressing and medication
management. The Company has operations in Oregon, Washington,
Idaho, Nebraska, Iowa, Arizona, Texas, New Jersey, Ohio,
Pennsylvania, Indiana, Louisiana, Michigan and South Carolina.

                          *    *    *

               Liquidity and Capital Resources

In its most recent Form 10-Q filed with the Securities and
Exchange Commission, Assisted Living reported:

"At September 30, 2003, we had working capital of $1.1 million and
unrestricted cash and cash equivalents of $10.9 million.

"Net cash provided by operating activities was $7.3 million during
the nine months ended September 30, 2003. The primary sources were
net income of $2.8 million and $5.1 million for depreciation and
amortization.

"Net cash provided by investing activities was $5.1 million during
the nine months ended September 30, 2003. The primary sources were
the release of $4.3 million of restricted cash related to the
amended agreements with U.S. Bank and the sale of properties for
$2.6 million. These sources were offset by purchases of property
and equipment totaling $2.5 million.

"Net cash used in financing activities was $8.7 million during the
nine months ended September 30, 2003, all of which related to
payments on long-term debt. Of this amount, $4.3 million released
from U.S. Bank was used to partially pay down the amount
outstanding on the G.E. Capital Credit Facility.

"Related to the New Notes, in June 2003 the Company received a
notice of default from the Trustee indicating that the Company
failed to comply with a non-financial covenant under the
Indentures pertaining to the New Notes that requires the Company
to deliver an annual opinion stating that all filings, recordings
or other actions that are necessary to maintain the Liens under
the Collateral Documents (as such terms are defined under the
Indentures pertaining to the New Notes) have been done, or that no
such action is required. The Company has delivered the required
annual opinions to the Trustee and has received notice from the
Trustee that the Default referenced in the Notice has been cured.

"In July 2003, the Company completed an open market purchase of a
portion of the Company's outstanding 10% Senior Secured Notes due
2009 and Junior Secured Notes due 2012. The transaction included
the purchase of $147,889 principal amount of Senior Secured Notes
and $34,178 principal amount of Junior Secured Notes. Because the
purchase of the Junior Notes is not permitted under the Indentures
and constitutes a Default there under, and the purchase of the
Senior Notes may not be permitted and could constitute Default
there under, although this issue is not clear, the Company
cancelled the purchase transaction with the seller in September
2003.

"The Company has a series of reimbursement agreements with U.S.
Bank for letters of credit that secure certain of our Revenue
bonds payable, which total approximately $23.9 million as of
September 30, 2003. An amendment to these agreements signed in
September 2003 released $4.3 million of previously restricted cash
to the Company, extended the expiration of the letters of credit
to January 2005, amended the annual fees to be 2% of the stated
amount of the letters of credit, and set in place new financial
covenants. The Company was in compliance with these new covenants
at September 30, 2003. Failure to comply with these covenants
would constitute an event of default, which would allow U.S. Bank
to declare any amounts outstanding under the loan documents to be
due and payable. Any such default could have a material adverse
effect on the Company.

"Our credit agreements with U.S. Bank contain certain restrictive
and financial covenants, including certain financial ratios. The
agreements also require us to deposit $500,000 in cash collateral
with U.S. Bank in the event certain regulatory actions are
commenced with respect to the properties securing our obligations
to U.S. Bank. U.S. Bank is required to release such deposits upon
satisfactory resolution of the regulatory action. As of the date
of this filing, no such deposits have been required.

"The Company leases 37 of its facilities, representing 1,426
units, from LTC Properties, Inc.  In accordance with the Company's
plan of reorganization, effective January 1, 2002, the Company
entered into a Master Lease Agreement with LTC under which 16
leases were consolidated. This Master Lease Agreement provides for
aggregate rent reductions of $875,000 per year and restructures
the provision related to minimum rent increases for the 16
properties for the initial remaining term. The Master Lease
Agreement and other LTC lease agreements also provides LTC with
the option to exercise certain remedies, including the termination
of the Master Lease Agreement and the other LTC leases, upon the
occurrence of an Event of Default. A change of control of the
Company is deemed to be an Event of Default. A change of control
is deemed to occur if, among other things, (i) any person,
directly or indirectly, is or becomes the beneficial owner of
thirty percent (30%) or more of the combined voting power of the
Company's outstanding voting securities, (ii) the stockholders
approve under certain conditions a merger or consolidation of the
Company with another corporation or entity, or (iii) the
stockholders approve a plan of liquidation or sale of all or
substantially all of the assets of the Company. If the surviving
entity has a net worth of $75 million or more, the change of
control does not constitute an Event of Default. In addition,
there are cross default provisions in the LTC leases. At the same
time that the Company entered into the Master Lease Agreement, it
also amended 16 other leases with LTC under which the renewal
rights of certain of those leases are tied together differently
than previously with certain other leases.

"An Event of Default under the LTC leases including a change of
control of the Company that resulted in the termination of the LTC
leases would significantly impair the Company's cash flow from
operations and could have a material adverse effect on the
Company.

"Under the Senior Notes and Junior Notes the Company is required
to make an offer to repurchase the Senior Notes and the Junior
Notes upon the occurrence of a change of control of the Company. A
change of control as defined in the Indentures includes, among
other things, the acquisition by any person or group of beneficial
ownership greater than 50% of the total voting power of the common
stock of the Company. The Change of Control Offer must be at a
price equal to 101% of the principal amount of the Senior Notes
and Junior Notes, together with accrued and unpaid interest. The
occurrence of a change of control under the Indentures could have
a material adverse effect on the Company.

"As indicated in Amendment No. 9 to Schedule 13D/A, filed with the
SEC on June 13, 2003 on behalf of BRU Holding Co., LLC, BET
Associates, L.P., and Bruce E. Toll, Bruce Toll has acquired
beneficial ownership of 1,110,426 shares (17.26%) of common stock
of the Company. The Filing Persons further indicated that they
have acquired the Company's securities for investment purposes but
are currently re-evaluating their position and possible
alternative future courses of action, including the possibility of
seeking to acquire control of the Company, although no specific
plan or proposal has been formulated. According to Amendment
No. 12, to Schedule 13D/A, filed with the SEC on October 20, 2003,
Bruce Toll has acquired beneficial ownership of 1,795,161 shares
of common stock of the Company, or 27.91% of the Company's common
stock, (based on 6,431,925 shares of common stock outstanding) and
the Filing Persons have no intent to purchase additional shares
which would increase their beneficial ownership percentage in
excess of 29.9%. In the event the Filing Persons purchase a block
of 50,000 or more shares of common stock during the period from
September 18, 2003 through September 17, 2004, Mr. Toll as agreed
to purchase an additional 557,214 shares of common stock from
National Healthcare Investments, Inc. at the highest amount paid
for a block of 50,000 or more shares of common stock during such
twelve-month period. W. Andrew Adams, the Company's Chairman of
the Board, is President, Chief Executive Officer and Chairman of
the Board of Directors of National Healthcare Investments, Inc.

"Certain of our leases and loan agreements, including the LTC
leases, contain covenants and cross-default provisions such that a
default on one of those agreements could cause us to be in default
on one or more other agreements which would have a material
adverse effect on the Company.

"Our ability to make payments on and to refinance any of our
indebtedness, to satisfy our lease obligations and to fund planned
capital expenditures will depend on our ability to generate cash
in the future. This, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and
other factors that are beyond our control.

"Based upon our current level of operations, we believe that our
current cash on hand and expected cash flow from operations are
sufficient to meet our liquidity needs for at least the next
twelve months.

"There can be no assurance, however, that our business will
generate sufficient cash flow from operations, or that currently
anticipated cost savings and operating improvements will be
realized on schedule, both of which may be necessary to enable us
to pay our indebtedness, to satisfy our lease obligations and to
fund our other liquidity needs. As a result, we may need to
refinance all or a portion of our indebtedness, on or before
maturity. There can be no assurance that we will be able to
refinance any of our indebtedness, on commercially reasonable
terms or at all."


AURORA FOODS: Gets Approval to Pay Vendors' PACA and PASA Claims
----------------------------------------------------------------
The Aurora Foods Debtors do not believe that certain of their
vendors sold them goods before the Petition Date that constitute
"perishable agricultural commodities" under the Perishable
Agricultural Commodities Act, and possibly "livestock" or
"poultry" under the Packers and Stockyard Act.  Consequently,
there should be no valid PASA claims.  

As a protective measure, however, the Debtors seek the Court's
permission to address and resolve valid PASA & PACA Trust Claims,
in the event their vendors may have rights under PACA and PASA.

                The PACA and PASA Statutory Schemes

Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
relates that certain of the Debtors' vendors sold goods covered
by PACA and PASA statutes.  PACA establishes a statutory trust in
favor of vendors of covered commodities, and provides that:

   "Perishable agricultural commodities received by a commission
   merchant, dealer or broker in all transactions, and all
   inventories of food or other products derived from perishable
   agricultural commodities, and any receivables or proceeds
   from the sale of the commodities or products, will be held by
   the commission merchant, dealer, or broker, in trust, for the
   benefit of all unpaid suppliers or sellers of the commodities
   or agents involved in the transaction, until full payment of
   the sums owing in connection with the transactions has been
   received by the unpaid suppliers, sellers, or agents."

PASA, on the other hand, creates a virtually identical statutory
trust scheme for the delivery of "livestock," "poultry," and
other eligible goods.  The legislative history expressly notes
that the PACA trust was modeled on trust amendments to PASA.

The statutory trusts created under PACA and PASA are composed of:

   (a) the purchaser's inventory of PASA & PACA Goods;

   (b) products derived from PASA & PACA Goods; and

   (c) accounts receivable and proceeds obtained with respect to
       the sale of PASA & PACA Goods or products derived
       therefrom, among other things.

The cases construing PACA and PASA consistently hold that PACA
and PASA trust assets do not become "property of the estate"
under Section 541 of the Bankruptcy Code.  Third Circuit
interprets that, "the [PACA] trust provision . . . provides
unpaid suppliers with priority over secured lenders with regard
to PACA trust assets held in trust by produce purchasers.  It
effectively vitiates a lender's security interest in trust assets
held by produce purchasers vis-a-vis unpaid produce suppliers."

Therefore, the distribution of assets to beneficiaries of PASA &
PACA statutory trusts falls outside both:

    (i) the priority scheme established by the Bankruptcy Code;  
        and

   (ii) the plan process (i.e., trust beneficiaries may be paid
        outside, and before, a confirmed plan of reorganization).

The distribution of trust assets to PASA & PACA trust
beneficiaries, however, remains under the control of the
bankruptcy court presiding over the relevant bankruptcy case.  
Both PACA and PASA impose certain procedural steps that must be
taken by a seller in order to preserve its rights as a trust
beneficiary.  For example, under PACA, an unpaid supplier of
perishable agricultural commodities must have provided written
notice of intent to preserve the benefits of the trust to the
dealer within 30 calendar days:

      (1) after expiration of the time prescribed by which
          payment must be made, as set forth in regulations
          issued by the Secretary;

      (2) after expiration of the other time by which payment
          must be made, as the parties have expressly agreed to
          in writing before entering into the transaction; or

      (3) after the time the supplier, seller, or agent has
          received notice that the payment instrument promptly
          presented for payment has been dishonored.  The written
          notice to the dealer will contain information, in
          sufficient detail, to identify the transaction subject
          to the trust.  When the parties expressly agree to a
          payment time period different from that established by
          the Secretary [of Agriculture] [i.e., ten days], a copy
          of the agreement will be filed in the records of each
          party to the transaction and the terms of payment will
          be disclosed on invoices, accountings, and other
          documents relating to the transaction.

Mr. Davis points out that failure to comply with these
requirements renders the claim concerning the PASA & PACA Goods a
general unsecured claim.

                        Proposed Treatment

In light of the statutory trusts created by PACA and PASA, and
the Debtors' bankruptcy filing, the Debtors believe a number of
its Vendors will give written notices under PACA and PASA to
preserve their rights under these statutes.

Mr. Davis explains that valid claims under PACA and PASA, even
claims arising prior to the Petition Date, would be entitled to
payment from the applicable statutory trust, ahead of all other
creditors of the Debtors and outside of a reorganization plan.

To qualify for payment, PASA & PACA Trust Claimants must provide
the Debtors and their counsel:

   -- written notice of the existence of the PASA & PACA Trust
      Claims; and

   -- copies of invoices or other billing documents evidencing
      the delivery of the alleged PASA & PACA Goods to the
      Debtors' facilities.

Mr. Davis emphasizes that any PASA or PACA Trust Claimant who
accepts payment from the Debtors on account of its valid PASA or
PACA Trust Claim will be deemed to have waived any and all
claims, of whatever type, kind, or priority, against:

    (a) the Debtors;

    (b) their property and estates; or

    (c) any funds and other property held in trust by the Debtors
        that do not constitute "property of the estate," but only
        with respect to invoices or goods included in the Notice.

The Debtors ask the Court to preserve their ability to contest
any invoice of a PACA or PASA Trust Claimant on ordinary, non-
bankruptcy grounds like prior payment, defective or spoiled
goods, or non-delivery.

Accordingly, the Court approves the Debtors' request.  Judge
Walrath authorizes the Debtors to pay valid prepetition PASA &
PACA Trust Claims to the extent that the claims are determined to
be valid. (Aurora Foods Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


BRIDGE INFORMATION: Agrees to Stay Objection to ADP Claims
----------------------------------------------------------
Automatic Data Processing, Inc., on behalf of itself and as agent
for Wilco International Limited and ADP Financial Information
Services, Inc., timely filed proofs of claim for $989,355, against
the Bridge Information Systems Debtors.  

ADP also disputed the Plan Administrator's allegation that the
Debtors made preferential transfers to ADP amounting to
$3,710,025.  By letter dated December 17, 2002, the Plan
Administrator demanded ADP to return the amount of the Preference
Claim.

In a Court-approved stipulation, ADP and the Plan Administrator
agree that:

   (a) the Plan Administrator's request, to the extent it seeks
       to reduce or disallow the Claim, is stayed and there will
       be no allowance or disallowance of the Claim until the
       time when:

          (1) the parties settle the Preference Claim and the
              Court approves the Settlement by a final order; or

          (2) the Court enters a final order resolving the
              Preference Claim and, in the meantime, the parties
              reserve all of their rights relating to the Claim;

   (b) the Plan Administrator will not make any distributions to
       ADP in connection with the Claim until the time the Claim
       has been allowed either by settlement or by final order;
       and

   (c) the Plan Administrator and ADP reserve all rights and
       defenses. (Bridge Bankruptcy News, Issue No. 54; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)    


CENTRAL WAYNE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Central Wayne Energy Recovery LP
        750 East Pratt Street
        Baltimore, Maryland 21202

Bankruptcy Case No.: 03-82780

Type of Business: The Debtor owns a waste-to-energy system
                  facility that converts the heat energy
                  generated by incinerating waste to
                  electricity, is a proven, environmentally
                  sound technology that is helping to ensure the
                  preservation of land and other natural
                  resources.

Chapter 11 Petition Date: December 29, 2003

Court: District of Maryland (Baltimore)

Debtor's Counsel: Maria Chavez Ruark, Esq.
                  Piper Rudnick LLP
                  6225 Smith Avenue
                  Baltimore, MD 21209
                  Tel: 410-580-3000

Estimated Assets: $10 to $50 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wilmington Trust                                     $93,389,000
Rodney Square North
Wilmington, DE 19899-0001

COSI Central Wayne, Inc.                              $6,597,120
111 Market Place, Suite 200
Baltimore, MD 21202-7110

CE Wayne I, Inc.                                      $3,727,646
750 East Pratt Street
Baltimore, MD 21202

Black & Veatch Limited of     Trade Debt              $1,000,000
Michigan
P.O. Box 802295
Kansas City, MO 64180-2295

John J. Riley, Treasurer                                $974,617
City of Dearborn Hghts, 6045
Fenton Dearborn Heights
MI 48127

Babcock Borsig Power          Trade Debt                $651,988
P.O. Box 3496
Boston, MA 02241-3496

John J. Riley, Treasurer                                $379,806
City of Dearborn Hgts, 6045
Fenton Dearborn Heights
MI 48127

Constellation Power, Inc.                               $376,660
111 Market Place, Suite 200
Dearborn Heights, MI 48127

CMS Energy                    Trade Debt                $288,231
P.O. Box 7247-8311
Philadelphia, PA 19170-8311

Caterpillar Financial         Trade Debt                $173,316
Services Corp.

Alliance Energy Services      Trade Debt                $117,219

Nedrow Refractories Company   Trade Debt                 $99,568

Kalamazoo Boiler Company      Trade Debt                 $91,748

Clean Environmental Services  Trade Debt                 $83,503

Monarch Welding &             Trade Debt                 $69,802
Engineering, Inc.

Delray Mechanical             Trade Debt                 $61,119
Corporation

Longhorn Leasing              Trade Debt                 $54,730

Inland Waters Pollution       Trade Debt                 $48,535
Control, Inc.

Conestoga-Rovers &            Trade Debt                 $41,198
Associates

Capital Waste, Inc.           Trade Debt                 $40,885


CHAMPIONLYTE: Receives Initial Purchase Order from Tree of Life
---------------------------------------------------------------
ChampionLyte Beverages, Inc., a wholly owned subsidiary of
ChampionLyte Holdings, Inc. (OTC Bulletin Board: CPLY) has
received an initial purchase order from Tree of Life Northeast to
distribute sugar-free ChampionLyte(R).

The purchase order was placed through ChampionLyte Beverages'
national broker Alldiet, Inc.

According to its Website, Tree of Life provides customized service
to more than 15,000 retail stores throughout the United States and
Canada.  Its retail customers range from neighborhood health and
natural food stores to regional, multi-regional and national
supermarket chains and independents.

"Tree of Life is another example of how sugar-free and zero carb
ChampionLyte(R) is being welcomed by health and natural food
distributors," said Eli Greenstein, president of Alldiet and a
ChampionLyte Holdings' director."

Alldiet, Inc., based in Great Neck, N.Y. and Boca Raton, Fla.,
markets sugar-free products to major health food distributors,
drug store chains, supermarket chains and major diet plans.

A significant advantage of ChampionLyte(R) is that it replaces
electrolytes, especially after exercise, without the ingredients
that would cause weight gain -- particularly sugar.  For example,
if a man or woman runs on a treadmill for 30 minutes they would
burn about 150 calories.  By drinking one of the popular major
brand sports drinks that contain 33 to 37 grams of sugar (that's
33 to 37 individual one-gram packs of sugar) after working out
on a treadmill, they would either cancel out the calories they
just burned off, or actually gain more calories than burned during
the workout.

ChampionLyte Holdings, Inc. is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY. Its recently formed beverage division,
ChampionLyte Beverages, Inc., a Florida corporation, manufactures,
markets and sells ChampionLyte(R), the first completely sugar-free
entry into the multi-billion dollar isotonic sports drink market.
Its The Old Fashioned Syrup Company subsidiary manufactures,
distributes and markets three flavors of sugar-free syrups. The
products are sold in more than 20,000 retail outlets including
some of the nation's largest supermarket.
    
                         *     *     *

On June 25, 2003, Radin Glass & Co, LLP was dismissed as the
independent auditor for Championlyte Holdings Inc. and Massella
Roumbos LLP was appointed as the new independent auditor for the
Company.

Radin Glass & Co, LLP 's report on the financial statements for
the year ended December 31, 2002 contained an explanatory
paragraph reflecting an uncertainty because the realization of a
major portion of the Company's assets is dependent upon its
ability to meet its future financing requirements and the success
of future operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.


CHANNEL MASTER: Selling Assets to Andrew Corp. for $15 Million
--------------------------------------------------------------
Channel Master Holdings, Inc., and its debtor-affiliates want to
sell substantially all of their assets to Andrew Corporation for
$15 million or to any higher bidder that might emerge.  

On the Petition Date, the Debtors report $60 million in tangible
and intangible assets, excluding goodwill, and $95 million in
liabilities.  Of these liabilities, $13,300,000 consists of
accounts payable, including those of the foreign subsidiaries.

In part, the Debtors completed a financial restructuring in
December 2002.  The financial restructuring was insufficient, and
in consultation with its Lender Group, the Debtors determined that
a sale of the companies as a going concern is the best method to
maximize value of the assets of the Debtors and that a stand-alone
restructuring is not a feasible alternative.  

The Debtors hired SG Cowen Securities to market their assets and
secure a buyer or investor.  Prepetition, SG Cowen contacted 24
parties and Andrew Corporation inked a definitive agreement.

The Debtors have determined that they cannot continue to operate
without additional funding.  Such funding is severely limited and
is sufficiently only to permit the Debtors either to complete this
sale process or to conduct an orderly liquidation of the Debtors'
assets.  Delaying a sale could seriously jeopardize the value of
the Debtors' business and the remaining value for the Debtors'
creditors. The values realized from an orderly liquidation are far
less than the proposed sale purchase price and, therefore, it is
very mush in the interests of creditors to realize the sale value
now.

The Debtors assure the Court that the Agreement with Andrew
Corporation is the product of good faith and arm's-length
negotiation.  Thus, the Debtors submit that the proposed sale of
substantially all of their assets is entirely consistent with the
guidelines set forth in the Third Circuit.

Headquartered in Smithfield, North Carolina, Channel Master
Holdings, Inc., with the Debtor-affiliates, are leading designer
and manufacturer of high-volume, superior quality antenna products
for the satellite communications industry both in the U.S. and
internationally.  The Company filed for chapter 11 protection on
October 2, 2003 (Bankr. Del. Case No. 03-13004). David B.
Stratton, Esq., at Pepper Hamilton LLP represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $50 million each.


CHAPARRAL RESOURCES: Liquidity Issues Raise Going Concern Doubt
---------------------------------------------------------------
Chaparral Resources, Inc.'s financial statements have been
presented on the basis that it is a going concern, which
contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has a
working capital deficiency as of September 30, 2003. In addition,
the Company has experienced limitations in obtaining 100% export
quota for the sale of its hydrocarbons. These conditions create
uncertainties relating to the Company's ability to meet all
expenditure and cash flow requirements through the next twelve
months. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company is seeking to alleviate these conditions by obtaining
100% export of all hydrocarbons produced from the Karakuduk Field
through discussions with the Government of Kazakhstan. On July 17,
2003, the Company took the first step toward the commencement of
arbitration proceedings in Switzerland for the breach of the
Agreement by the Government of Kazakhstan by initiating a required
three-month period of consultation with the Government. The
Government indicated an interest in trying to resolve this matter
during the consultation period.

Although the consultation period has expired, the Company and the
Government are continuing to negotiate a possible resolution of
this matter. If the matter cannot be resolved in a satisfactory
manner, the Company has reserved its right to commence formal
arbitration proceedings pursuant to its contractual arrangements
with the Government.

In addition, the Company is attempting to obtain additional debt
financing to cover any cash flow deficiencies that may occur and
refinance the Company's loan with JSC Kazkommertsbank in order to
reduce the Company's current interest rate of 14% and alleviate
the Company's current working capital deficiency.

No assurances can be provided, however, that if arbitration is
instituted, it will be successful or that if successful, the
Company will be able to enforce the award in Kazakhstan, or that
the Company will be able to export 100% or a significant portion
of its production, and that the Company will be able to obtain
additional financing and cash flow from operations to meet working
capital requirements in the future.

A payment of principal and interest was due on the KKM Credit
Facility on November 6, 2003. The Company paid the current
interest due, but the Company and Kazkommertsbank have agreed to
defer the repayment of $1 million in principal to a date that is
currently being negotiated.

The Company's operations for the nine months ended September 30,
2003 resulted in a net income of $1.01 million compared to a net
income of $4.04 million for the nine months ended September 30,
2002. The $3.03 million decrease in net income is the result of
several factors: (i) higher sales revenue during 2003, offset by
(ii) higher transportation and depletion costs, (iii) a $5.34
million extraordinary gain recognized as a result of the
restructuring of indebtedness during 2002, (iv) recognition of a
$1.02 million gain as a result of the adoption of SFAS 143 on
January 1, 2003, and (v) lower interest costs.

Revenues were $39.59 million for the nine months ended September
30, 2003 compared with $32.47 million for the nine months ended
September 30, 2002. The $7.12 million increase is the result of
higher oil volumes sold and higher prices received for oil during
the nine months ended September 30, 2003. During the nine months
ended September 30, 2003, Chaparral sold approximately 1,917,000
barrels of crude oil, recognizing $39.59 million, or $20.65 per
barrel, in revenue. Comparably, the Company sold approximately
1,881,000 barrels of crude oil, recognizing $32.47 million in
revenue, or $17.26 per barrel, for the nine months ended September
30, 2002. The result is a favorable price variance of $6.51
million and a favorable volume variance of $0.61 million.

Transportation costs for the nine months ended September 30, 2003
were $7.92 million, or $4.13 per barrel, and operating costs
associated with sales were $4.2 million, or $2.19 per barrel.
Comparatively, transportation costs for the nine months ended
September 30, 2002 were $7.03 million or $3.74 per barrel, and
operating costs associated with sales were $5.95 million, or $3.16
per barrel. The increase in transportation costs per barrel is
mainly due to higher tariffs imposed on the Company during 2003.
The decrease in operating cost per barrel is mainly due to (i)
higher volumes of oil sold during the period, (ii) significantly
lower transportation costs from the wellhead to entry point of the
KTO export pipeline, following the commission of the KKM pipeline,
and (iii) lower work-over cost for the current year due to the
increase in capital activities during 2003.

Depreciation and depletion expense was $12.90 million for the nine
months ended September 30, 2003 compared to $9.71 million for the
nine months ended September 30, 2002. The $3.19 million increase
is the result of higher oil volumes sold and higher effective
depletion rates during 2003. During the nine months ended
September 30, 2003, the Company recognized a total depletion
expense of $12.33 million or $6.43 per barrel, compared to $9.16
million or $4.87 per barrel in depletion expense for the nine
months ended September 30, 2002. The increase in the effective
depletion rate of $1.56 per barrel is due to increased estimated
capital expenditures for the development of the field for future
years and reductions to the Company's estimated proved reserves.

Interest expense decreased from $4.45 million for the nine months
ended September 30, 2002 to $3.36 million for the nine months
ended September 30, 2003. The $1.09 million decrease is due to the
lower financing costs of Company restructured indebtedness. Its
cost of financing the development of the Karakuduk Field has
improved from a pre-restructuring annual interest rate of LIBOR
plus 19.75% compounded daily during the first five months in 2002,
to a simple fixed annual interest rate of 14%, generating savings
of approximately $600,000 per quarter. In addition, interest
expense for the period ended September 30, 2003 reflects a loan
discount of $178,000 and is net of capitalized interest of
$371,000.

General and administrative costs increased from $4.84 million for
the nine months ended September 30, 2002 to $5.13 million for the
nine months ended September 30, 2003. The $290,000 increase was
due to higher legal fees as a result of the Company's arbitration
proceedings of $118,000 and higher labor costs of $352,000 due to
a production bonus given to the employees of the Company for
achieving 10,000 barrels per day in production and 1 million tons
(approximately 8 million barrels) cumulative production, net of
$180,000 in cost savings in other general and administrative
areas.


CLEARLY CANADIAN: Continuing Initiatives to Secure New Funding
--------------------------------------------------------------
Clearly Canadian Beverage Corporation (OTCBB:CCBC) (TSX:CLV) is
continuing to work with its financial advisor, MNC Multinational
of Montreal, in an attempt to secure a strategic partnership and
additional working capital funding for the Company.

Also, the Company is pursuing the opportunity of selling certain
business units and assets in an effort to raise more funding for
operating activities.

Although the Company is optimistic with its prospects for its
beverage products for 2004 and beyond, the Company will require
additional immediate and long term financing in order to implement
its current strategic business plan and maintain current and
ongoing operations. The Company's 2004 business plan will focus on
expanding sales for its core brand, Clearly Canadian(R) sparkling
flavoured water, and will be supported by the significant
reorganization made to the Company's distribution system and sales
team in 2003.

Based in Vancouver, B.C., Clearly Canadian markets premium
alternative beverages and products, including Clearly Canadian(R)
sparkling flavored water, Clearly Canadian O+2(R) and Tre
Limone(R) which are distributed in the United States, Canada and
various other countries. Clearly Canadian also holds the exclusive
license to manufacture, distribute and sell certain Reebok
beverage products in the United States, Canada and the Caribbean.
Additional information on Clearly Canadian may be obtained on the
world wide web at http://www.clearly.ca/  

At Sept. 30, 2003, Clearly Canadian's balance sheet reports a
working capital deficit of about $1.3 million.


COEUR D'ALENE: Bolivian & Alaskan Mine Prospects Look Good
----------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE), the world's largest
primary silver producer, said that ongoing optimization and
feasibility work at both its San Bartolome (Bolivia) silver
project and Kensington (Alaska) gold project have significantly
improved their expected project economics, with development
timetables at the two properties currently estimated to add to
company gold and silver production in 2006.

Based on current information, Coeur plans silver production at San
Bartolome of 6 million ounces per year at an average cash
operating cost of approximately $2.50 per ounce.  At Kensington,
based on current information, Coeur estimates production averaging
100,000 ounces of gold per year at an average cash operating cost
of approximately $195 per ounce.  Final construction decisions on
both properties are expected in the second quarter of 2004, with
an 18-month construction timeframe for each mine.

"We are very pleased with the excellent progress updates from our
ongoing efforts to further enhance Coeur's two world-class
development projects, which are expected to increase company-wide
silver production by 41% and gold production by 89% over current
levels, at very low cash operating costs," said Dennis E. Wheeler,
Chairman and Chief Executive Officer.  "Both of these fully-owned
Coeur projects are key components of our strategic plan to grow
low-cost silver and gold production and cash flow for our
shareholders, capitalizing on continued strong market demand for
both metals.  No fatal flaws have been identified in either
project at this stage of the feasibility studies.  The final
feasibility studies will, of course, define final project
parameters and provide the basis for the construction decision."

                        San Bartolome

San Bartolome has an anticipated mine life of approximately 14
years. Capital costs to construct the mine are estimated at $80
million.   Proven and probable reserves measure 123 million ounces
of silver, contained in silver-bearing gravel deposits that can be
hauled directly to processing facilities.  The deposits are
located near Potosi, Bolivia, in a region with historical silver
production of over two billion ounces.

In addition, Coeur has established that tin can be commercially
recovered, which has significantly benefited project economics.  
The final feasibility study and necessary permits at San Bartolome
are expected in the second quarter of 2004, with a construction
decision following.

                         Kensington

The Kensington Gold Project is located approximately 45 miles
north of Juneau, Alaska and contains an estimated 1.8 million
ounces of proven and probable gold reserves and 1.4 million ounces
of resources.  Following re-engineering and optimization work,
capital costs necessary to place Kensington into production are
currently estimated at $75 million, with a current mine life of at
least ten years.  Coeur believes that significant exploration
potential exists at Kensington and intends to continue an active
exploration program upon commencement of mine development.

Coeur anticipates receiving all necessary permits for Kensington
during the second quarter of 2004, and plans to reach a final
decision on developing the mine after completion of the
permitting.

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


COMMONWEALTH BIOTECH.: Ability to Continue Operations Uncertain
---------------------------------------------------------------
The financial statements of Commonwealth BioTechnologies Inc. have
been prepared assuming the Company will continue as a going
concern.

The Company incurred losses totaling $93,920 during the nine-month
period ended September 30, 2003 and has a history of losses that
have resulted in an accumulated deficit of $8,957,833 at
September 30, 2003. In addition, the Company has had negative cash
flows in three of the past five years. The years in which the
Company reached positive cash flows were years in which equity
offerings were completed.  Management has taken a number of steps
to improve cash flow and liquidity. Beginning in the summer of
2001, the Company reduced personnel levels, curtailed research and
development expenses, reduced marketing expenditures, and deferred
directors' fees and a portion of officers' compensation. The
Company has also reduced or delayed expenditures on items that are
not critical to operations.

There can be no assurance that any funds required during the next
twelve months or  thereafter can be generated from operations or
that if such required funds are not internally generated that
funds will be available from external sources such as debt or
equity financing or other potential sources. The lack of
additional capital resulting from the inability to generate cash
flow from operations or to raise capital from external sources
would force the Company to substantially curtail or cease
operations and would, therefore, have a material adverse effect on
its business.

Further, there can be no assurance that any such required funds
will be available on attractive terms or that they will not have a
significantly dilutive effect on the Company's existing
shareholders. There is substantial doubt about the Company's
ability to continue as a going concern.

The Company's prior independent auditors have included a paragraph
emphasizing "going concern" in their report on the Company's 2002
financial statements.


CONGOLEUM: Files Prepackaged Chapter 11 Asbestos Case in Trenton
----------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) announced Wednesday that it
obtained the asbestos claimant votes necessary for approval of its
pre-packaged Chapter 11 plan of reorganization, and filed a
chapter 11 petition in Trenton, New Jersey.   Congoleum will now
seek bankruptcy court confirmation of the plan as promptly as
possible.  Congoleum is pursuing a pre-packaged bankruptcy
proceeding as a means to resolve claims asserted against it
related to the use of asbestos in its products decades ago.


The balloting agent tabulating the votes on the proposed plan of
reorganization advised Congoleum that the overwhelming majority of
votes cast were cast in favor of the plan and were more than
sufficient to satisfy the requirements of the bankruptcy code.

Under the terms of the plan, when confirmed, Congoleum will
contribute certain insurance rights and a note for approximately
$2.7 million (subject to a future revaluation) to a trust to be
formed pursuant to the plan for the benefit of asbestos personal
injury claimants.  All current and future asbestos claims against
Congoleum will be channeled to the trust and Congoleum will have
no further liability for such claims. The terms of the plan also
provide that Congoleum's other creditors will be paid in full and
its shareholders will maintain their equity holdings in Congoleum.
Congoleum also indicated that it expects to record a charge of
approximately $3.7 million in the fourth quarter of 2003 to
increase its reserve for estimated costs required to complete its
reorganization.

Roger S. Marcus, Chairman of the Board, commented "This filing
marks another major milestone in resolving our asbestos problem.
Our next challenge is to get our plan confirmed by the court as
quickly as the process allows. We believe the steps taken over the
past year to prepare for this filing will be extremely helpful in
accomplishing this. Until then, we expect to conduct business as
usual.  I thank our employees, suppliers, customers, and investors
for their continued support through this endeavor."

                         Plan Documents

Copies of the plan and disclosure statement have been filed by
Congoleum with the Securities and Exchange Commission:

   JOINT PREPACKAGED PLAN OF REORGANIZATION UNDER CHAPTER 11 OF
   THE BANKRUPTCY CODE OF CONGOLEUM CORPORATION, CONGOLEUM
   SALES, INC., and CONGOLEUM FISCAL, INC.

     http://www.sec.gov/Archives/edgar/data/23341/000117152003000320/ex99-2.txt

   DISCLOSURE STATEMENT IN SUPPORT OF THE DEBTORS' PLAN:
  
     http://www.sec.gov/Archives/edgar/data/23341/000117152003000320/ex99-3.txt

They can also be obtained by visiting Congoleum's website at
http://www.congoleum.com/investor_relations/investor_1.shtml

                         Professionals

Congoleum is represented in its chapter 11 proceeding by:

          Norman L. Pernick, Esq.
          Domenic E. Pacitti, Esq.
          SAUL EWING LLP                 
          200 Delaware Avenue
          Wilmington, Delaware 19899
          Tel: (302) 421-6800
          Fax: (302) 421-6813

             - and -

          Jeffrey C. Hampton
          SAUL EWING LLP                 
          Centre Square West
          1500 Market Street
          Philadelphia, Pennsylvania 19102-2186
          Tel: (215) 972-7777
          Fax: (215) 972-7725

SSG Capital Advisors serves as Congoleum's financial advisors.

Congoleum also retained Gilbert Heintz & Randolph LLP to advise
and assist it in the negotiation of a settlement with the
Claimants' Representative and the formulation of a prepackaged
plan of reorganization.  Congoleum retained Kenesis Group as a
consultant to assist Congoleum in the negotiation of the
settlement of and the processing of certain Asbestos Claims. In
addition, Dughi, Hewit & Palatucci, P.C. has served as Congoleum's
insurance and coverage litigation counsel and Segal McCambridge,
Singer & Mahoney Ltd. has served as litigation counsel to
Congoleum to coordinate defense for Asbestos Claims.

The Futures Representative engaged the law firm of Swidler Berlin
Shereff Friedman, LLP as his legal counsel and CIBC World Markets
Corp. as his financial advisor.  The Futures Representative and
his professionals conducted their own due diligence review,
including consulting with advisors to the Company and the
Claimants' Representative.

A Pre-Petition Asbestos Claimants' Committee -- consisting of
Perry Weitz, Esquire, Joe Rice, Esquire, Steve Kazan, Esquire,
Russell Budd, Esquire, Bryan Blevins, Esquire, John Cooney,
Esquire and Matt Bergmann, Esquire -- organized to represent
present claimants.  The members of the Pre-Petition Asbestos
Claimants' Committee represent a majority of the holders of
Asbestos Personal Injury Claims and a diverse mix of the types of
such Asbestos Claimants.  While the Pre-Petition Asbestos
Claimants' Committee did not have a role in the bulk of the
negotiation of the Plan Documents, it has reviewed and approved
such documents.  

The Committee hired L. Tersigni Consulting, P.C. to conduct a due
diligence investigation of (a) the business affairs of Congoleum,
(b) the equity value of Congoleum, and (c) the feasibility of a
plan of reorganization.  The Pre-Petition Asbestos Claimants'
Committee has also been apprised of the results of the due
diligence investigation undertaken by LTC and considered such
results in connection with its review and approval of the Plan.
LTC's due diligence review has consisted of a thorough
investigation of the past and present business activities of
Congoleum and the relationship between Congoleum and its
Affiliates.  Congoleum cooperated with LTC in its investigation
and produced numerous documents in response to the requests of
LTC.  CIBC completed a similar investigation for the Future
Claimants' Representative.

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



CONSECO INC: S&P Assigns Prelim. Junk Ratings to $3 Bill. Shelf
---------------------------------------------------------------
On Dec. 29, 2003, Standard & Poor's Ratings Services assigned its
preliminary 'B-' senior unsecured debt, 'CCC' subordinated debt,
and 'CCC-' preferred stock ratings to Conseco Inc.'s $3 billion
universal shelf registration, which was filed with the SEC on Dec.
5, 2003.

If securities are issued from this shelf, the proceeds are
anticipated to be used for a recapitalization of the holding
company. If a recapitalization does occur, Standard & Poor's will
analyze the resulting structure to determine if any rating actions
are warranted.

Conseco's current capital structure was settled upon to allow the
company to emerge from bankruptcy, which it did on Sept. 10, 2003.
Although the structure achieved its purpose, with what Standard &
Poor's projects to be a statutory fixed-charge coverage run rate
of about 1.4x in 2004, it has left the company with little margin
for error and susceptible to any economic or business downturns.
The debt-servicing requirements associated with the current
capital structure clearly serve as an impediment to any upward
movement in the ratings.

Another ratings constraint is the current lack of an earnings
track record for the new Conseco. Reported results since
bankruptcy emergence have been generally positive. However, it
will take three to five quarters of actual results to determine
how effective management has been at re-attracting the independent
agent force to sell Conseco products and if the products are
priced appropriately to deliver a stream of statutory earnings
sufficient to generate the capital needed to fund additional
growth. The major weakness in Conseco's insurance operations is
its long-term care business at Conseco Senior Health Insurance Co.
(CCC/WatchNeg/--), and it remains to be seen how the ongoing
earnings losses at this entity will ultimately be rectified.

                         Ratings List

     Conseco Inc.'s $3 billion universal shelf registration

         Preliminary senior unsecured debt rating   B-
         Preliminary subordinated debt rating       CCC
         Preliminary preferred stock rating         CCC-


CONTINENTAL AIRLINES: Extends F-R Note Exchange Offer to Monday
---------------------------------------------------------------
Continental Airlines, Inc. (NYSE: CAL) extended the expiration
date for its offer to exchange up to $97,000,000 aggregate
principal amount of its unregistered Floating Rate Secured
Subordinated Notes due 2007, which were issued on May 9, 2003, for
a like principal amount of Floating Rate Secured Subordinated
Notes due 2007 that have been registered under the Securities Act
of 1933, as amended.  

The exchange offer will now expire at 5:00 p.m., New York City
time, on January 5, 2004, unless extended further.  All other
terms of the exchange offer remain unchanged.

As of 5:00 p.m., New York City time, on December 29, 2003, the
original expiration date, Continental Airlines, Inc. was advised
by the exchange agent that an aggregate principal amount of
approximately $94,000,000 of Old Subordinated Notes had been
validly tendered in the exchange offer.

Requests for assistance regarding the exchange offer or for copies
of the exchange offer materials should be directed to the exchange
agent, Wilmington Trust Company, Corporate Trust Reorg Services,
1100 North Market Street, Wilmington, Delaware 19890-1615,
telephone: (302) 636-6469, facsimile: (302) 636-4145.

Continental Airlines (S&P, B Corporate Credit Rating, Stable
Outlook) is the world's seventh-largest airline with more than
2,200 daily departures to 127 domestic and 96 international
destinations throughout the Americas, Europe and Asia.  With
42,000 mainline employees, the airline has hubs serving New York,
Houston, Cleveland and Guam, and carries approximately 41 million
passengers per year.  Fortune ranks Continental one of the 100
Best Companies to Work For in America, highest among major U.S.
carriers in the quality of its service and products, and No. 2 on
its list of Most Admired Global Airlines.  For more company
information, visit http://www.continental.com/  


COVANTA ENERGY: Provides Business Plan Under Second Joint Plan
--------------------------------------------------------------
During the pendency of the Chapter 11 Cases, the Covanta Energy
Debtors' primary objectives have been to dispose of those
remaining non-core assets and to maintain the successful operation
of its core Waste To Energy, Independent Power Projects and Water
projects.  Since the Petition Date, the Core Operations have
continued to perform well.  In 2002, the WTE projects achieved
records in all major performance categories.  The facilities
processed over 10,270,000 tons of waste and sold over 4.966 GWh of
electricity.  

Anthony J. Orlando, President of Covanta Energy Corporation,
reports that the WTE projects' operating performance through
November 2003 is on track to surpass last year's production
levels.  As of November 30, 2003, the WTE projects have processed
over 9,530,000 tons of waste and have sold over 4,490 GWh of
electricity.  These production levels represent a waste
processing performance of 165,000 tons more than last year's
production level through November.  

The domestic IPP facilities also performed well in 2002 and 2003,
meeting their key production goals and posting a net electrical
production of 1,507 through November 2003.  In 2002 and 2003, the
Debtors conducted its typical comprehensive scheduled maintenance
and plant preservation program, including semi-annual boiler
maintenance outages as well as several major turbine/generator
overhauls.  

Mr. Orlando states that the development of the business plan was
performed as part of the Debtors' regular and recurring budgeting
process, with additional years of operation added to the focus.  
The Debtors' strategic business plan has three primary
components:

A. Maintenance of Core Operations

   The Debtors took steps at the onset of the Chapter 11 Cases to
   insure that its clients, partners and vendors understood the
   nature of the bankruptcy proceedings and that the Debtors
   intended to continue its tradition of operating excellence.  
   During their Chapter 11 Cases, the Debtors continued to
   achieve operational success at its Core Operations.  With few
   exceptions, the Business Plan was based on continued operation
   or ownership of the Debtors' existing Core Operations.

B. Disposal of Remaining Non-Core Operations

   As of the Petition Date, the Debtors had, as significant
   non-core assets remaining, the Aviation Fueling Assets and the
   Arenas.  During the course of the Chapter 11 Cases, the
   Debtors had been actively working to dispose of these assets
   in a structured environment.  The Business Plan assumes that
   those and the other non-core operations will not be part of
   Reorganized Covanta.

   Since the Petition Date, the Debtors sold assets and resolved
   a number of issues pertaining to the non-core operations,
   including:

      (a) the sale, or disposal of its interests in the Argentine
          Assets, its interests in the Team and Corel Centre, the
          Aviation Fueling Assets and certain equipment,
          furniture and fixtures at former non-core operations;

      (b) the collection of deferred purchase prices; and

      (c) the settlement of certain claims held by Covanta.

C. Corporate Overhead Costs

   Shortly after the Petition Date, the Debtors re-evaluated its
   corporate overhead structure and embarked on a reorganization
   to eliminate organizational redundancy and streamline overall
   costs.  The Debtors also focused on more tightly aligning its
   corporate functions with the requirements and expectations of
   the ongoing WTE, IPP and Water projects.

   The Debtors implemented a reduction in force in September 2002
   that eliminated 87 corporate positions, the closure of
   satellite development offices and the reduction in all other
   costs not related directly to maintaining operations at their
   current high levels.  As part of the reduction in force, WTE
   and domestic IPP headquarters management were combined and
   numerous other structural changes were instituted to improve
   management efficiency.  These changes reduced annual overhead
   cost by $20,000,000.  In addition, further reductions in
   overhead staff will be effected primarily with respect to
   geothermal operations, most notably the closure of its Fairfax  
   Virginia office, which housed its corporate staff responsible
   for asset management of its domestic IPP operations.  Neither
   reduction affected the staffing at any of the facilities.
   (Covanta Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
   Service, Inc., 215/945-7000)    


CREDIT SUISSE: S&P Lowers Classes I-M-2 & II-M-2 Ratings to B
-------------------------------------------------------------
Standard & Poor's lowered its rating on class I-M-2 from Credit
Suisse First Boston Mortgage Securities Corp.'s mortgage pass-
through certificates series 2002-18 loan group one to 'B' from 'A'
and removed it from CreditWatch, where it was placed Oct. 2, 2003.

At the same time, the rating on class II-M-2 of series 2002-19
loan group two from the same issuer is lowered to 'B' from 'A'.
Concurrently, ratings are affirmed on 33 other classes from the
same two transactions.
     
The CreditWatch removal of the rating on I-M-2 class reflects the
fact that a servicer investigation into early payment defaults
determined that there were no extraneous reasons for such
defaults. Therefore, the losses already incurred by the collateral
will not be remedied. As a result, the rating is lowered to 'B'
from 'A', reflecting the actual credit support available to the
class. The actual credit support, as of November 2003, was
approximately 0.45%, significantly lower than its original level
of 2.25%. The credit support percentages comprise the current
overcollateralization and credit to excess interest cash flow. The
deterioration of the credit support resulted from the net losses
incurred by the transaction during three remittance periods. These
losses were well in excess of the excess interest cash flow
produced during the same periods, resulting in the write-down of
the o/c to its current level of 0.23%. The o/c target is 0.50% of
the original pool balance. Total delinquencies, as of November
2003, were 15.52%, with serious delinquencies (90-plus,
foreclosure, and REO) of 11.47%. Cumulative realized losses were
0.42%.
     
The lowered rating on class II-M-2 of series 2002-19 loan group
two resulted from the monthly net losses (which were well in
excess of monthly excess interest) incurred by the collateral. The
actual credit support, as of November 2003, was approximately
0.14%, significantly less than its original level of 2.50%. The
credit support percentages comprise the current o/c and credit to
excess interest cash flow. During the November 2003 remittance
period, the transaction incurred a net loss of $345,995, with less
than $9,000 in excess to cover that loss. As a consequence of the
losses, the o/c has been reduced to its current level of 0.28%
from its target of 0.50%. As of the November remittance period,
total delinquencies were 16.13%, with serious delinquencies of
13.25%. Cumulative realized losses were 0.28%.
     
Furthermore, both transactions have negatively projected excess
interest cash flow until the interest only (IO) class for each
transaction matures. The IO classes have a maturity of 30 months
from the closing date. The IO class will mature in 11 months for
series 2002-18 and 12 months for series 2002-19.
     
The negatively projected excess interest cash flow resulted from
the significant paydown of the collateral for each transaction. As
the collateral balances shrink, the interest cash flow also
shrinks. However, since the IO classes receive a fixed percentage
of interest on a fixed notional balance until maturity, they will
consume an increasing share of the available interest each month.
The projections show that in about two months, the mortgage pools
will no longer be able to generate sufficient interest cash flow
to cover their respective certificate interest payment
obligations. Standard & Poor's will continue to closely monitor
the performance of these transactions and make appropriate rating
adjustments as needed.
     
The affirmed ratings reflect adequate actual and project credit
support percentages at this time. Credit support for these
transactions is provided by subordination, overcollateralization,
and excess interest cash flow. The collateral consists of fixed-
rate, fist lien mortgage loans secured by one- to four-family
residential properties. The mortgage loans had original maturities
of not more than 30 years.
   
               RATING LOWERED AND OFF CREDITWATCH
   
       Credit Suisse First Boston Mortgage Securities Corp.
            Mortgage-backed pass-through certificates
    
                                   Rating
          Series    Class       To         From
          2002-18   I-M-2       B          A/Watch Neg
   
                        RATING LOWERED
   
       Credit Suisse First Boston Mortgage Securities Corp.
            Mortgage-backed pass-through certificates
    
                                   Rating
          Series    Class       To         From
          2002-19   II-M-2      B          A
    
                       RATINGS AFFIRMED
    
       Credit Suisse First Boston Mortgage Securities Corp.
            Mortgage-backed pass-through certificates
    
     Series    Class                                      Rating
     2002-18   I-A-3, I-A-4, I-A-5, I-A-IO, I-PP, II-A-1     AAA
     2002-18   I-X, II-PP                                    AAA
     2002-18   I-M-1, II-B-1                                  AA
     2002-18   II-B-2                                         A-
     2002-18   II-B-3                                        BBB
     2002-19   I-A-4, I-A-5, I-A-15, I-A-16, I-A-17, I-A-18  AAA
     2002-19   I-A-19, II-A-2, II-A-3, II-A-4, II-A-5        AAA
     2002-19   III-A-1, I-P, I-X, III-P, II-A-IO, II-PP      AAA
     2002-19   C-B-1                                         AAA
     2002-19   C-B-2, II-M-1                                  AA
     2002-19   C-B-3                                          A-


DELPHAX TECHNOLOGIES: Delays Filing of SEC Form 10-K by 15 Days
---------------------------------------------------------------
Delphax Technologies Inc. (Nasdaq: DLPX) said it would delay the
filing of its Annual Report on Form 10-K with the Securities and
Exchange Commission while it continues negotiations for a new
credit facility.  

In a filing Monday on Form 12b-25 with the Securities and Exchange
Commission, the company reported that it is in ongoing
negotiations with a new lender to replace its existing credit
facility that matures on December 31, 2003.  The negotiations and
documentation of the transaction with the proposed new lender have
not been completed as of December 29, 2003 when the Annual Report
on Form 10-K is due. Consequently, the company expects to file the
Annual Report on Form 10-K within 15 days.

Delphax Technologies Inc. is a global leader in the design,
manufacture and delivery of advanced digital print production
systems based on its patented electron-beam imaging (EBI)
technology.  Delphax digital presses deliver industry-leading
throughput for both roll-fed and cut-sheet printing environments.  
These flagship products are extremely versatile, providing
unparalleled capabilities in handling a wide range of substrates
from ultra lightweight paper to heavy stock.  Delphax provides
digital printing solutions to publishers, direct mailers and other
printers that require systems capable of supporting a wide range
of commercial printing applications.  The company also licenses
and manufactures EBI technology for OEM partners that create
differentiated product solutions for additional markets.  There
are currently over 4,000 installations using Delphax EBI
technology in more than 60 countries worldwide.  Headquartered in
Minneapolis, with subsidiary offices in Canada, the United Kingdom
and France, the company's common stock is publicly traded on the
National Market tier of the Nasdaq Stock Market under the symbol:
DLPX.  Additional information is available on the company's
Web site at http://www.delphax.com/

                         *    *    *

                   Old Credit Agreement Problems

In its Form 10-Q filed with the Securities and Exchange
Commission, Delphax Technologies reported:

"Effective December 20, 2001, the Company entered into a bank
credit agreement, secured by substantially all the assets of the
Company. The credit agreement provides for term and revolving
loans. The term loan portion of the credit facility was advanced
as a single borrowing on December 20, 2001, in the amount of $4.0
million, $2.8 million of which remained outstanding as of June 30,
2003. No amount repaid or prepaid on any term loan may be borrowed
again. The Company may borrow on a revolving loan basis up to the
lesser of the revolving credit commitment or the then current
borrowing base.

"On December 18, 2002, the lender and the Company amended the
credit agreement. Under the amendment, installment payments of
$250,000 were due and paid on the term loan on December 31, 2002,
March 31, 2003 and June 30, 2003, with another installment of
$250,000 due September 30, 2003, and the balance of the term loans
due on December 31, 2003. The amendment reduced the revolving
credit commitment from $12.5 million as of December 31, 2002, to
$11.5 million effective on January 1, 2003, and $10.5 million
effective on July 1, 2003, and the facility matures and comes due
on December 31, 2003. As of June 30, 2003, revolving loans
outstanding were $10.4 million. The revolving credit commitment is
subject to a commitment fee of 0.5% per annum on the unused
portion of the commitment. Term loans and revolving loans, at the
Company's election, may be outstanding at one of two rates, the
bank's prime rate plus 1% or the bank's adjusted LIBOR rate plus
4%, provided that $3.0 million of the principal amount of the
revolving loans bear interest at the fixed rate of 7.35% per
annum. As of June 30, 2003, $9.3 million was outstanding at the
bank's adjusted LIBOR rate plus 4%, $3.0 million at 7.35%,
$900,000 at the bank's prime rate plus 1% and in total, at a
weighted average interest rate of approximately 6.9%.

"On August 11, 2003, the lender and the Company entered into a
second amendment to the Company's credit agreement. The amendment
increases the lender's revolving credit commitment from $10.5
million to $12.0 million, relaxes certain financial covenants in
the credit agreement and waives financial covenant defaults that
would have existed as of June 30, 2003 absent the amendment. There
is no change in the maturity date, interest rates or principal
payment schedule for the loans under the credit agreement.

"The Company believes, but cannot assure, that it will be able to
fully meet the terms of the amended agreement. The Company's
ability to fund its future working capital requirements is
dependent upon its ability to extend or renegotiate financing
before the end of the current term of the facility. If necessary,
the Company believes it has the ability to secure alternative
forms of financing to meet its working capital requirements.
However, the pricing of these alternative forms of financing may
not be as favorable as the current credit facility."


DII INDUSTRIES: Final DIP Financing Hearing Slated for Feb. 11
--------------------------------------------------------------
Eric T. Moser, Esq., at Kirkpatrick & Lockhart, in Pittsburgh,
Pennsylvania, informs the Court that historically, DII Industries
and Kellogg, Brown & Root have financed their business operations
through the revenue realized by existing engineering and
construction contracts, the companies' revenue backlog, the
available cash reserves, intercompany loans from Halliburton
Company and discrete financing arrangements.

                   DIP Financing Negotiations

Mr. Moser relates that the Debtors began exploring options for
postpetition financing because of their increased need for
working capital and to have sufficient reserves to maintain the
operation of their businesses in the ordinary course.  Many of
the Debtors' projects and engineering and construction services
contracts also require that a bond or a letter of credit be
posted to secure the Debtors' performance under the contracts.

To resolve their mounting financial concerns, the Debtors
explored options for debtor-in-possession financing from third
party sources.  In the late spring and early summer of 2003, the
Debtors conducted a joint study with J.P. Morgan Chase Bank
regarding financing alternatives from various third party
lenders.  As part of that study, JPMorgan conducted significant
due diligence regarding the Debtors' assets and liabilities and
businesses, including, without limitation, interviews with
numerous of the Debtors' employees, and approached various third
party lenders to explore options for DIP financing.  The lenders
were interested in providing receivables-based lending.  
Receivables-backed financing, the Debtors concluded, wouldn't be
sufficient to meet the companies' potential financing needs.

                  Halliburton to the Rescue

Due to the nature of the Debtors' businesses, no lender was
willing to commit an amount anywhere near what has been offered
by Halliburton Energy Services, Inc. and Halliburton.  
Since the Debtors were unable to locate any alternative sources
of financing, their best alternative was to seek postpetition
financing from HESI and Halliburton.  The Debtors commenced
discussions with HESI and Halliburton concerning a potential
postpetition credit facility in September 2003 that would be
sufficient to address their working capital needs.  The Debtors,
HESI and Halliburton ultimately reached an agreement on the
material terms of a DIP facility in December 2003.

Without the proposed DIP financing by HESI and Halliburton, the
Debtors fear they may not have sufficient funds to finance their
business operations.  The Debtors' continued financial viability
and their ability to successfully reorganize depends heavily on
the HESI financing.

                 $350,000,000 Revolving Facility

Until June 30, 2004, in million-dollar increments, HESI agrees to
lend $150,000,000 to DII Industries and Kellogg Brown & Root,
Inc. on a revolving basis and Halliburton will provide letter of
credit accommodations.  In its sole discretion, HESI may increase
its lending commitment to $350,000,000.  All obligations of DII
Industries and KBR are guaranteed by the other Debtors.

Pursuant to the DIP Financing Agreement and the Debtors' cash
management strategy, DII Industries and KBR will make
intercompany loans to the other Debtors and their non-debtor
affiliates to enable these entities to meet their working capital
needs.

The terms of the DIP Agreement are:

Revolving Credit Loans        HESI will, in its discretion,
                              make revolving credit loans to DII
                              Industries and KBR at any time and
                              from time to time during the
                              Availability Period.

Commitment                    An aggregate amount not to exceed
                              $150,000,000, subject to HESI's
                              right, in its sole discretion, to
                              increase the commitment from time
                              to time to an aggregate amount
                              equal to the lesser of:

                                (i) $350,000,000; and

                               (ii) the maximum amount authorized
                                    by the DIP Financing Orders
                                    then in effect.

Availability Period           The period from and including the
                              Effective Date to but excluding the
                              earlier of the Maturity Date and
                              the Date of Termination of the
                              Commitment.

Letter of Credit              Halliburton will, in its sole
Accommodations                discretion, cause the issuance of
                              letters of credit for the account
                              of DII Industries or KBR or any of
                              their subsidiaries at any time
                              during the Availability Period.

Maximum Amount                The aggregate maximum amount of
                              all outstanding financial
                              accommodations made by HESI and
                              Halliburton to DII Industries and
                              KBR will not exceed $350,000,000.

Interest                      Each Loan will bear interest at the
                              Prime Rate plus 2%.  In the event
                              of a default, the interest rate
                              increases by 2%.

Prepayment                    The Loans may be prepaid at any
                              time in whole or in part without
                              premium or penalty.

Maturity Date                 The earlier of:

                                (i) June 30, 2004; and

                               (ii) the date HESI terminates the
                                    Commitment due to an Event of
                                    Default.

           Super-Priority Administrative Expense Claim
                     and $10,000,000 Carve-Out

The Debtors will provide HESI and Halliburton with an allowed
super-priority administrative expense claim in their cases
pursuant to Section 364(c)(1) of the Bankruptcy Code.  HESI and
Halliburton's Claim will have priority over all administrative
expenses of the kinds specified in Sections 503(b) and 507(b),
subject only to a consensual Carve-Out.

The DIP Financing Agreement provides a Carve-Out from HESI ad
Halliburton's super-priority claim for:

   (1) the payment of allowed and unpaid fees and expenses for
       professionals retained by the Debtors or any statutory
       committee appointed in the cases in an aggregate amount
       not to exceed $10,000,000; and

   (2) the payment of any unpaid fees owed to the United States
       Trustee pursuant to 28 U.S.C. Sec. 1930 and to the Clerk
       of the Bankruptcy Court.

The DIP Financing Agreement contains representations and
warranties, and affirmative and negative covenants binding on the
Debtors that are typical of DIP financing.

The Debtors believe that to the extent, if any, that they have
other secured creditors, these creditors are adequately protected
as required by Sections 361, 363, or 364 as their liens are
unaffected by the financing provided under the DIP Financing
Agreement.

                        Events of Default

The DIP Financing Agreement sets forth various Events of Default,
which permit HESI and Halliburton to terminate the obligation to
provide financial accommodations, including, without limitation:

     (i) the failure to make payments when due after applicable
         cure periods;

    (ii) breaches of representations, warranties and covenants;

   (iii) dismissal of the Debtors' cases, conversion of the cases
         to cases under Chapter 7 of the Bankruptcy Code or the
         appointment of a Chapter 11 trustee or examiner; and

    (iv) the entry of an order granting stay relief to other
         secured creditors holding liens in excess of $500,000.

On an Event of Default, and at any time during the continuance of
the event, HESI or Halliburton may, on notice to the Debtors,
terminate the commitment and declare the Loans then outstanding
to be due and payable in whole or in part.  The automatic stay
provided under Section 362 will be deemed automatically vacated
five business days after HESI and Halliburton provide the Default
Notice.

On an interim basis, Judge Fitzgerald permits the Debtors to
obtain up to $350,000,000 in postpetition financing from HESI and
Halliburton.  HESI and Halliburton are granted allowed super-
priority administrative expense claims for any and all amount
owed by the Debtors in connection with the DIP Facility.

The Court, however, rules that the Interim DIP Financing Order is
without prejudice to any party-in-interest's right to assert
avoidance or other claims against HESI or Halliburton.

Judge Fitzgerald will convene a hearing on February 11, 2004 to
consider final approval of the DIP Facility.  Objections to the
Financing may be filed until January 23, 2004. (DII & KBR
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DIXIE GROUP: Completes Sale of Yarn Production Plant to Shaw
------------------------------------------------------------
The Dixie Group, Inc. (Nasdaq/NM:DXYN) completed the previously
announced sale of its Ringgold, Georgia, spun carpet yarn
production facility to Shaw Industries Group, Inc. for a cash
purchase price of approximately $6.7 million. Specific terms were
not disclosed.

The transaction, which will be recorded in the Company's fiscal
quarter ending March 27, 2004, is not expected to result in a
material net gain or loss.

Dixie's Chairman and Chief Executive Officer Daniel K. Frierson,
said, "Proceeds from this sale, plus funds generated from working
capital reductions, will be used to reduce debt under the
Company's Senior Credit Agreement, thereby strengthening our
balance sheet and improving our financial flexibility."

The Dixie Group (S&P, B+ Corporate Credit Rating, Positive) --
http://www.thedixiegroup.com-- is a leading carpet and rug
manufacturer and supplier to higher-end residential and commercial
customers serviced by Fabrica International, Masland Carpets and
to consumers through major retailers under the Dixie Home name.


DRESSER INC: Makes Voluntary Debt Prepayment of $15 Million
-----------------------------------------------------------
Dresser, Inc., made an optional debt prepayment in the amount of
$15 million, which was applied to its senior term loan B on
Dec. 24, 2003.

For the year, the Company has reduced its senior term loan B by a
total of $22.5 million through optional prepayments.

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


ENRON: Broadband Unit Selling Metromedia Claims to Liquidity
------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code and Rule 6004 of
the Federal Rules of Bankruptcy Procedure, Enron Broadband
Services, Inc., seeks the Court's permission to sell and assign
its $3,749,983 general unsecured claim against Metromedia Fiber
Network, Inc., et al. to Liquidity Solutions, Inc., or its
assignee for $487,498 -- 13% of the Claim's face value.

Metromedia filed for Chapter 11 protection on May 20, 2002.  
Pursuant to a court order, October 18, 2002 was fixed as the last
day for filing claims against Metromedia.  

Neil Berger, Esq., at Togut, Segal & Segal LLP, in New York,
informs Judge Gonzalez that EBS timely filed its Claim on
October 16, 2002.  The EBS Claim asserts a prepetition obligation
due and owing by Metromedia to EBS under certain lease, IRU and
collection agreements between Metromedia and EBS relating to
fiber-optic networks maintained by both EBS and Metromedia.  
Metromedia has not contested the EBS Claim.

By an August 21, 2003 Court Order in the Metromedia cases, their
Second Amended Plan of Reorganization was confirmed pursuant to
Section 1129 of the Bankruptcy Code.  Under the Metromedia Plan,
Mr. Berger tells the Court that the EBS Claim was designated as a
Class 7 Subsidiary Unsecured Claim.  Holders of Class 7
Subsidiary Unsecured Claims will receive a pro rata distribution
of a portion of the new common stock of the reorganized
Metromedia.  The Metromedia Disclosure Statement projects that
the treatment of Class 7 Claims is estimated to result in a
recovery of about 7.4% as of the projected stock distribution
date.

Thus, Mr. Berger asserts that the contemplated sale of the EBS
Claim should be approved because:

   (a) the sale will generate a meaningful cash recovery for
       EBS's estate in lieu of the shares of stock in
       reorganized Metromedia that it would otherwise receive
       and then have to liquidate;

   (b) EBS believes that the value to be received represents a
       significant premium over the estimated value of the
       reorganized Metromedia stock; and

   (c) the sale transaction was negotiated by the parties in
       good faith and at arm's length.

Mr. Berger further relates that other than the DIP Liens, there
is no lien against the EBS Claim.  To the extent that any liens,
claims or encumbrances exist, EBS proposes to attach the lien,
claim or encumbrances to the sale proceeds, with the same
validity, enforceability, priority, force and effect that they
now have, subject to the rights, claims, defenses and objections
of the Debtors. (Enron Bankruptcy News, Issue No. 92; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENTERPRISE TECH.: Recurring Losses Raise Going Concern Doubt
------------------------------------------------------------
To date, Enterprise Technologies Inc. has not been profitable. The
Company faces all the risks common to companies in their early
stages of development, including under-capitalization and
uncertainty of funding sources, high initial expenditure levels
and uncertain revenue streams, an unproven business model, and
difficulties in managing growth.

Its recurring losses raise substantial doubt about its ability to
continue as a going concern. It is the Company's belief that it
will continue to incur losses for at least the next 12 months and
management believes the Company has sufficient cash to satisfy its
operations for at least the next twelve months. However,
additional funding may be necessary if the Company begins to
develop any other technology-based ventures. Enterprise does not
expect that sufficient cash will be generated from operations to
fund its growth for the foreseeable future. As a result,
management expects to aggressively pursue additional sources of
funds, the form of which will vary depending upon prevailing
market and other conditions and may include a sale transaction or
the issuance of equity securities.

The Company has explored the possibility of selling or merging
with another Company. Although the Company has not entered into
any binding agreement to effect such a transaction, the Board of
Directors of the Company does consider such offers and would
consider all of the terms of any such offer as part of its
fiduciary duty to determine whether any such transaction is in the
best interest of the Company's stockholders. If the Board of
Directors does determine that a sale or merger of the Company is
in the best interests of the Company's stockholders, the Board of
Directors may determine to pursue such a transaction and the
consideration to be paid in connection with such transaction would
be used to expand the Company's business and fund future
operations.

There is no assurance that the Company will be able to raise funds
through a sale or equity transaction, or if such funding is
available, that it will be on favorable terms. Enterprise
Technologies' common stock is currently traded on the over-the-
counter market on an electronic bulletin board.


EXIDE: Judge Carey Denies Confirmation of Low-Ball Value Plan
-------------------------------------------------------------
Judge Carey declined to confirm Exide Technologies' Fourth Amended
Plan of Reorganization earlier this week.  A free copy of Judge
Carey's 50-page Opinion is available at no charge at:

          http://bankrupt.com/misc/3401ConfOp.pdf

Judge Carey finds and concludes that:

    * Exide is properly valued at $1.4 to $1.6 billion;

    * the $1 billion valuation on which Exide's Lender-supported
      Fourth Amended Plan is premised is too low;

    * the Plan is unfair to unsecured creditors;

    * the third-party releases buried in the Plan are
      inappropriate;

    * the Plan's exculpation provisions are too broad;

    * the Subordination Injunction is improper; and

    * the Plan will not be confirmed.  

                  Back to the Negotiating Table

Judge Carey wants Exide, the Banks and the Committee to renew
negotiations on a consensual exit from Chapter 11 and to report
back on the status of such negotiations on or before January 22,
2004.  

Exide responded by saying that the Company will seek to renew
negotiations with its creditors on the terms of the Plan.  

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
representing a committee of Exide's unsecured creditors, said his
client looks forward to those talks.  

                       Business and Usual

Craig H. Muhlhauser, Chairman, Chief Executive Officer and
President of Exide Technologies, said, "While not the outcome we
were hoping to achieve, we will work with all creditor groups to
address the issues that have been raised. The Company believes it
has secured the necessary extensions in its DIP financing and
standstill agreements to provide sufficient time for the creditor
groups to engage in meaningful discussions on the terms of a
consensual plan.

In the meantime, I want to assure our customers that this ruling
has no effect on our continued commitment to meet their needs
worldwide and our ability to operate in the ordinary course of
business, and I want to thank them, our suppliers and employees
for their continued support."

                           About Exide

Exide Technologies, with operations in 89 countries and fiscal
2003 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The Company's three global business groups -- transportation,
motive power and network power -- provide a comprehensive range of
stored electrical energy products and services for industrial and
transportation applications.

Transportation markets include original-equipment and aftermarket
automotive, heavy-duty truck, agricultural and marine
applications, and new technologies for hybrid vehicles and 42-volt
automotive applications. Industrial markets include network power
applications such as telecommunications systems, fuel-cell load
leveling, electric utilities, railroads, photovoltaic (solar-power
related) and uninterruptible power supply (UPS), and motive-power
applications including lift trucks, mining and other commercial
vehicles.  

Further information about Exide and its financial results are
available at http://www.exide.com


EXIDE: Committee Wants to Commence Adversary Case against R2
------------------------------------------------------------
R2 Investments LDC and R2 Top Hat Ltd. served as ex officio
members of the Official Committee of Unsecured Creditors of the
Exide Technologies Debtors and owed fiduciary and confidentiality
duties to the Committee.  As a member of the Committee, R2
routinely received privileged and confidential information from
the Committee and its financial and legal advisors.

On October 1, 2003, the Court authorized the Committee to examine
R2 pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.  Pursuant to the Order, the Committee subpoenaed
documents from R2 and took depositions of present and former R2
employees.

Aaron A. Garber, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, reports that through the 2004 Examination, the
Committee obtained evidence that during the time R2 was an ex
officio Committee member and was in possession of highly
confidential and privileged information, R2 violated its
fiduciary and confidentiality duties to the Committee and its
constituents.  R2 implemented a plan to profit at the unsecured
creditors' expense by buying up Exide secured debt to gain both
profit and control in the restructuring process, then engaged in
secret negotiations with Angelo Gordon Capital Funding Partners
L.P., the single largest Bank Debtholder and a member of the
secured creditors steering committee, to support a plan that
attempts to hand Exide to secured creditors at the unsecured
creditors' expense.  R2 also extracted a promise from Angelo
Gordon to prematurely terminate the process by which the Debtors
were seeking a sale of their business -- a result it knew would
eliminate the possibility that the Committee could influence
changes to the process to make it a meaningful exercise and
severely damage the Committee and its constituents.  These
actions were all planned and performed by the same R2 personnel
that were actively involved on the Committee.

Before the Petition Date, the Debtors' bondholders formed an
informal committee to collectively represent their interests vis-
.-vis the Debtors during the prepetition stage.  R2 was a key
member of that informal bondholders' committee and participated
actively alongside its legal counsel.  Through its analyst,
Rebecca Pacholder, R2 assembled as many bondholders friendly to
R2 as it could rally to come on board the informal committee.

Once the Committee was formed on April 28, 2002, R2 campaigned
for the Committee members to grant it ex officio membership.  The
Committee did so.  As an ex officio Committee member, R2 actively
participated in each Committee meeting, aggressively lobbying
bondholders to take various positions.  R2 employees or agents,
Ms. Pacholder, Michael Diament, Scott McCarty, and William
Hollaway each attended meetings and were heavily involved both
behind the scenes and at meetings in the Committee's decision-
making, strategizing, and negotiating.

R2 served on certain subcommittees formed by the Committee to
deal with critical issues like the Key Employee Retention Plan
and the success fees and terms of engagement for Blackstone and
Alix Partners wherein R2 was the Committee's primary negotiator.  
R2 was also the only Committee member attending the Debtors' due
diligence meetings.

As an ex officio Committee member, R2 assumed express fiduciary
duties by virtue of the Committee's By-laws.  These By-laws
impose on R2 strict confidentiality obligations.  R2 confirmed
its confidentiality obligations and further affirmed its alliance
with the Committee's interests by letter dated February 20, 2003.

Mr. Garber states that R2 participated in countless conference
calls, meetings and discussions, and engaged in correspondence,
in which confidential and privileged information was discussed,
strategies were developed, and plans were implemented on the
Committee's behalf with the Committee's legal advisors, Akin Gump
Hauer & Feld LLP and financial advisors, Jefferies & Company,
Inc.  Throughout its tenure as an ex officio Committee member --
and especially because of its self-imposed dominant role in every
aspect of the Committee's functions -- R2 was given access to
highly confidential financial information and protected legal
material.  Pursuant to the confidentiality clause of the
Committee By-laws, Jefferies presented its analyses to the
Committee, including R2, and responded to R2's questions and
requests with the understanding that this information was for the
Committee's sole benefit, and would neither be disclosed outside
the Committee nor used other than in furtherance of the
Committee's statutory duties.  Furthermore, R2 solicited and
received privileged information directly from the Committee's
legal counsel on numerous occasions in regular meetings and
correspondence, and in response to R2's direct requests to Akin
Gump to facilitate its chosen roles as lead negotiator and
strategist for the Committee.

Each communication between R2 and Akin Gump contained information
that R2 was entitled to only because of its status as Committee
member.  This information was not intended to be used for
anything other than Committee business.  Notwithstanding R2's
guarantees of confidentiality, R2 misused this confidential
information.

According to Mr. Garber, R2 produced to the Committee a schedule
of its trading in Exide debt.  The Schedule revealed that, while
it was serving on the Committee and receiving confidential
information, and engaging in privileged and confidential
discussions regarding the Debtors' future and the plans and
analyses of the Committee and its advisors, R2 began buying large
amounts of secured debt.  Starting in September 2002 and
continuing throughout is tenure as an ex officio Committee
member, but without prior notice to the Committee, its
constituents or the Court, R2 purchased over $47,000,000 of
secured debt.

Majority of these purchases occurred between the beginning of
R2's discussions with Angelo Gordon and the present.  R2 also
traded in unsecured debt, ceasing its purchase of unsecured bonds
in November 2002, which coincides with the start of R2's
discussions with Angelo Gordon.  Disturbingly, Mr. Garber notes
that there was no confidentiality "wall" placed between the R2
personnel engaged in these trades and those in possession of
confidential and privileged information.  In fact, it appears
that the R2 personnel who were making R2's Exide debt trading
decisions were the very same people who were actively involved on
the Committee.

While in possession of highly confidential and privileged
information obtained as a result of its Committee membership, R2
made two separate proposals to acquire a controlling interest in
the Debtors.  Under the first proposal submitted to the Debtors
in January 2003, R2 proposed to invest $100,000,000 in cash in
return for 40% of the equity in the Reorganized Debtors.  The
combination of the new $100,000,000 equity investment plus R2's
secured claim would result in R2 ultimately owning 66.5% of the
Debtors.  Under this proposal, the unsecured creditors would get
nothing.  On March 14, 2003, R2 made a second proposal for the
Debtors' reorganization, which explained R2's belief that it was
an inappropriate time for the Debtors to be attempting to raise
equity capital.  R2 also attached an alternative proposal
providing for a $200,000,000 loan from R2 to address the Debtors'
near term liquidity needs.

While R2 was serving as an ex officio Committee member, Mr.
Diament and Mr. McCarty sought out and had discussions with Todd
Arden and Jeff Aronson of Angelo Gordon concerning various
aspects of the Debtors' bankruptcy, including their financial
considerations.  The communications between R2 and Angelo Gordon,
when viewed collectively and in the context are damning, and the
end result proves the point.  On April 30, 2003, while R2 was an
ex officio Committee member, R2 and Angelo Gordon concluded their
negotiations and agreed that the Private Equity Process would be
terminated at R2's demand, in exchange for certain considerations
by R2.  According to Mr. Diament and Mr. McCarty, Angelo Gordon
and R2 came to an agreement where:

   (a) R2 would support the Stand-alone Restructuring Plan that
       had been designed by Angelo Gordon;

   (b) New Exide would emerge from bankruptcy as a private
       company with no additional debt upon emergence;

   (c) R2 would receive two seats on the Board of Directors of  
       New Exide; and

   (d) R2 would remove its name from the adversary proceeding  
       filed by the Committee.

Mr. Garber relates that there were conversations between R2 and
Angelo Gordon leading up to the April 30 meeting.  R2's agreement
to go along with the Bank Group's strategies contradicts what R2
knew was in the Committee's best interest and its constituents.

For instance, Mr. McCarty conceded that part of the strategy for
the Bank Group was to push the Debtors out of bankruptcy, which,
R2 acknowledges, is not in the Committee's best interest.  
Similarly, having been privy to the Committee's confidential
discussions regarding an analyses of the Private Equity Process,
R2's negotiators with Angelo Gordon were well aware that a
premature termination of the Private Equity Process would render
the existing private equity bids meaningless and misleading, as
in indicia of the value of the enterprise, and would eliminate
the Committee's ability to influence changes to the process to
make it a meaningful exercise, and all of which would severely
prejudice the unsecured creditors' interests.

On January 16, 2003, the Committee and R2 filed an adversary
proceeding against Credit Suisse First Boston and Salomon Smith
Barney.  In connection with the Adversary Proceeding, the
Committee and R2 entered into a Joint Prosecution Agreement
pursuant to which the parties acknowledge their desire and
purpose to share and exchange "strategies, legal theories,
confidence, information, and documents which may be useful in
each parties' efforts."  Pursuant to the Joint Agreement, the
Committee and its counsel revealed confidential and privileged
information to R2 and its counsel for the purposes set forth in
the Joint Agreement.

The Committee believed that R2 had become a prime and zealous
advocate of the claims against the Adversary Proceeding
defendants.  The evidence shows, however, that while R2 was
teaming up as co-plaintiff with the Committee, it was also
pursuing a deal with Angelo Gordon.  Under this deal, R2 assured
Angelo Gordon that it would terminate its role as the Committee's
co-plaintiff in the adversary proceeding, which was a material
part of the deal struck at the April 30th meeting.  Thus, R2's
collaboration with the Committee may have been intended only to
give it leverage in its secret discussions with Angelo Gordon.  
Notwithstanding its agreement to abandon the Adversary
Proceeding, R2 cannot deny the merits of the Adversary
Proceeding.

Taken together, the facts outlined demonstrate that R2 breached
its fiduciary and confidentiality duties to the Committee.  At
some point, R2 determined that its parochial interests lay in
siding not with the unsecured creditors, but the holders of
secured debt.  Instead of resigning from the Committee at that
point, however, it remained on the Committee and continued to
access the confidential, non-public information provided to
Committee members.  With that information in hand, R2 engaged in
a campaign of secured claims trading that allowed it to not only
increase its likelihood of realizing a profit at the expense of
other claimholders but more importantly to increase its leverage
over the reorganization processes to the point where it could
ultimately negotiate the April 30, 2003 deal to surrender the
Debtors' estates to secured creditors at the expense of the
unsecured class.  R2's exploitation of its ex officio membership
and disregard of its fiduciary duties resulted in direct and
substantial harm to the Committee and its constituents.

Pursuant to Sections 105, 510(b), and 1109(b) of the Bankruptcy
Code, the Committee seeks the Court's authority to commence an
adversary proceeding against R2 seeking to equitably subordinate
all claims that R2 holds against the Debtors' estates on the
grounds that it breached its fiduciary duties and violated
confidentiality agreements pertaining to its membership on the
Committee.

Unless the Court grants the Committee's request, unsecured
creditors risk forfeiture of valuable rights and the potential
for an increased distribution.  Mr. Garber contends that the
Committee is the body best suited to prosecute an equitable
subordination action against R2 because:

   (a) the Committee has already taken action with respect to R2,
       including the 2004 examination;

   (b) the Debtors will not bring an action, as indicated by the
       release of claims both generally and as to R2 as set forth
       in the Plan; and

   (c) the unsecured creditors stand to benefit if the
       prosecution of an action for equitable subordination
       against R2 is successful. (Exide Bankruptcy News, Issue
       No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FANSTEEL INC: Court Allows Modifications to Amended Joint Plan
--------------------------------------------------------------
Fansteel Inc. (Pinksheets: FNSTQ) announced that, after a hearing
conducted on December 22, 2003, the United States District Court
for the District of Delaware, the court responsible for overseeing
the Company's Chapter 11 cases, approved and entered an order
confirming the modifications to the amended joint plan of Plan of
reorganization for Fansteel and its U.S. subsidiaries.  

The Plan, as modified, provides for the implementation of a
settlement of disputes with the State of Oklahoma regarding the
required transfer of an OPDES water discharge permit to FMRI, a
newly formed special purpose subsidiary of Fansteel.  The NRC, the
official committee of unsecured creditors, and the PBGC as well as
other creditors supported the modifications to the Plan.

Gary Tessitore, Fansteel's President and Chief Executive stated
that "While the Company has yet to fulfill all of the conditions
to an effective date, we consider the settlement with the State of
Oklahoma to be a resolution of the major hurdle to the
effectiveness of the Second Amended Plan.  The Company believes
that it is likely it will be able to satisfy the remaining
conditions for an anticipated effective date of January 23, 2004."

As previously reported, on January 15, 2002, Fansteel Inc. and its
U.S. subsidiaries filed voluntary petitions for reorganization
relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court in Wilmington, Delaware. The
cases have been assigned to the Honorable Judge Joseph J. Farnan,
Jr. and are being jointly administered under Case Number 02-10109.  
The Company and its U.S. subsidiaries' first amended joint plan of
reorganization was confirmed on November 17, 2003.

  
FEDERAL-MOGUL: Gets OK to Enter into Agreements with F-M Gorzyce
----------------------------------------------------------------
Federal-Mogul Bradford Limited is the Debtors' principal English
operating company and the operator of a piston and pin-
manufacturing facility in Bradford, England.  Federal-Mogul
Gorzyce S.A., on the other hand, is an indirect subsidiary of
Debtor Federal-Mogul Corporation located in, and incorporated
under, the laws of Poland.  Both Bradford and Gorzyce are members
of the Debtors and their non-debtor affiliates' Pistons Global
Product Group.  Bradford also carries on other business at its
facility in addition to the manufacture of pistons, like:

   -- manufacturing gasoline and light vehicle diesel pins;
   -- providing certain engineering technology; and
   -- providing sales support to the Pistons Group.

The manufacturing operations of the Bradford pistons business
utilize a large quantity of assets located at the Bradford
facility that are used in the making and selling of gasoline and
light vehicle diesel pistons and piston castings, like machinery,
tooling, and similar items.  The Bradford Pistons Business also
consistently maintains inventories of raw materials, consumables,
spares and finished goods, as well as related technology, know-
how, and customer goodwill.  As Bradford carries on its business
as an agency company of T&N Limited, under English law, T&N is
the beneficial owner of the assets used in the Bradford Pistons
Business, and Bradford is its legal owner.

To avoid significant disruption to the operations of the Federal-
Mogul Pistons Group, most of the equipment, machinery and tooling
-- the Chattels -- used in the manufacturing operations of the
Federal-Mogul Bradford Limited Pistons Business will be
transferred to Federal-Mogul Gorzyce S.A.'s facility in Poland,
periodically throughout 2004.  

The Debtors believe that relocating the manufacturing operations
of the Bradford Pistons Business to Gorzyce, where labor and
overhead costs are significantly lower, will lead to substantial
improvement in the financial performance of the business and a
reversal of recent operating losses.

Michael P. Migliore, Esq., at Pachulski, Stang, Ziehl, Young
Jones & Weintraub, P.C., in Wilmington, Delaware, relates that
the Debtors intend to wind down their piston-manufacturing
operations in Bradford in an orderly fashion, as the assets used
in the operations are transferred to Gorzyce.

In view of the operations transfer, T&N Limited and Federal-Mogul
Bradford Limited seek the Court's authority to enter into a:

   (a) Chattel Lease of the Plant, Machinery and Tooling; and

   (b) License Agreement of the Know-How used in the pistons-
       manufacturing business of Bradford to Federal-Mogul
       Gorzyce S.A.

T&N Limited and Federal-Mogul Bradford additionally seek the
Court's permission to grant Gorzyce the option to purchase, among
others, the Chattels and the Know-How License used in the
Bradford Pistons Business.    

Specifically, the transactions provide that:

A. The Terms

   The Chattel Lease and the Know-How License will each have a  
   five-year primary term.  The Debtors propose that:

   -- the lease covering the Chattels will be entered into not
      later than January 1, 2004; and

   -- the license covering the Know-How to be entered into prior
      to June 30, 2004.      

B. The Purchase Option

   The agreements will contain the Purchase Option, under which
   Gorzyce may purchase:

   (a) the Chattels, the Know-How License, and the Customer
       Goodwill outright to a confirmed Chapter 11 Plan of the
       Debtors, consistent with Section 524(g)(3)(A)(ii) of the
       Bankruptcy Code; and

   (b) the inventories of raw materials, consumables and
       maintenance spares -- the Goods -- held by the Bradford
       Pistons Business, at a time of Gorzyce's choosing.

C. The Consideration

   Gorzyce will pay Bradford:

   (a) GBP800,000 as initial payment, upon entering into the
       Chattel Lease, with GBP360,000 as quarterly rental
       payments for five years;

   (b) Royalty payments equal to the greater of GBP200,000 or 2%
       of the value of product sales for the use of the Know-How
       License; and

   (c) GBP1,000,000 as purchase price for the Goods payable at
       the time as Gorzyce elects to purchase the Goods, but not
       later than June 30, 2004.

   These amounts are exclusive of value added tax in the United    
   Kingdom, which will be paid by Gorzyce to the extent
   applicable.

   Under the Purchase Option, the purchase price for:

   -- the Chattels will equal the amount of the unpaid lease
      payments for the remainder of the lease term; and

   -- the Know-How and the Customer Goodwill will be equivalent
      to GBP1,000,000, less than the amount of royalty payments
      made by Gorzyce to Bradford under the Know-How License.

E. The Guaranty

   Gorzyce's obligations under the Chattel Lease, Know-How
   License and related agreements will be guaranteed by Federal-   
   Mogul Holding Deutschland GmbH, a direct non-Debtor subsidiary
   of Federal-Mogul Corporation located in Germany.

F. The Trading Indemnity

   (a) Gorzyce agrees to indemnify Bradford and the Bradford
       Administrators for $17,000,000, against any trading losses
       that would result during the period from January 1, 2004
       to the date of Bradford's emergence from Chapter 11 and
       administration proceedings, which will likely include the
       period that the pistons-manufacturing operations of the
       Bradford Pistons Business will be wound down and
       transferred in stages to Gorzyce;

   (b) Interim payments of the Trading Indemnity can be required
       by the Bradford Administrators if, prior to emergence,
       Bradford's trading losses exceed GBP4,500,000, in which
       case Gorzyce will make an interim payment of the Trading
       Indemnity equal to the amount by which the trading losses
       exceed GBP4,500,000; and

   (c) The Bradford Administrators can also require interim
       payments of the Trading Indemnity to be made if there are
       any trading losses after June 30, 2005 -- as measured from
       January 1, 2004 -- up to a maximum aggregate amount of
       GBP10,000,000, in the event the Debtors have not emerged
       from their Chapter 11 proceedings by the date.  

                       The Purchase Option

Mr. Migliore relates that the cumulative effect of the
agreements, prior to the exercise of the Purchase Option, will
allow Gorzyce to function as a subcontractor to Bradford for the
manufacturing aspects of the Bradford Pistons Business.  After
Gorzyce's exercise of the Purchase option, Gorzyce intends to
appoint Bradford as its distributor to customers in the United
Kingdom of the products -- the manufacturing of which is to be
transferred from Bradford to Gorzyce.  Bradford, in turn, will
continue the sales and marketing aspects of the business relating
to the UK customers.

                      The Customer Goodwill

The Customer Goodwill to be acquired by Gorzyce, including
beneficial ownership of the customer contracts, will be that
relating to the Bradford Pistons Business other than with respect
to the Ford Puma engine, which will remain with Bradford.  Legal
title to the customer contracts to which Bradford is presently a
party will remain with Bradford and will not be assumed or
assigned to Gorzyce.  Instead, Bradford will purchase piston
assemblies manufactured by Gorzyce and the Izmit factory of
Dereli Holding AS, and sell the assemblies on to the third-party
customers of the Bradford Pistons Business.  Dereli Holding AS is
a joint venture, 50% owned by Federal-Mogul Corporation.

To address potential warranty claims that may be made by
customers against Bradford on account of parts manufactured by
Gorzyce, Gorzyce will provide Bradford with a parts warranty that
will be substantially co-extensive with that provided by Bradford
to its customers.

All Bradford's assets not related to the manufacturing operations
of the Bradford Pistons Business will remain at the Bradford
facility.  The Debtors estimate $17,000,000 as value of the
assets including the land and buildings at the Bradford facility,
of which $3,400,000 are accounts receivable relating to the
Bradford Pistons Business.  

                       The Effect on Labor

The contemplated move of the manufacturing operations of the
Bradford Pistons Business to Gorzyce will require the Debtors to
make certain redundancy, that is severance payments to those
Bradford employees that are terminated as a result of the
shifting operations to Gorzyce yet remain with the Bradford
Pistons Business until the termination.  Payment to employees has
two components:

   (1) Severance Component -- which refer to payments made to all
       employees at the facility, reflecting site contracts,
       established practice, and contingencies, totaling
       $10,700,000; and

   (2) Enhanced Severance Payment -- which includes a loyalty
       bonus payable to all employees to secure cooperation
       during the wind-down of the business and retention
       payments that will only be made in the event that the
       recipient of a payment remains with the business through
       the date of his or her termination in connection with the
       cessation of the business.  The retention payments will be
       made throughout 2004 and 2005.  The enhanced severance
       payments total to $4,760,000.

With the exception of the required statutory severance payments,
Mr. Migliore asserts that the payments are products of the
Debtors' intensive, arm's-length negotiations with union and
employee representatives at the Bradford Facility.

                      The Trading Indemnity

Mr. Migliore relates that in the event that Gorzyce makes a
payment under the Trading Indemnity, the payment will be refunded
by Bradford to Gorzyce at such time Bradford's trading results
after January 1, 2004 show a consistent profit, which is expected
to be no later than December 31, 2005.   

For purposes of determining whether an interim payment is
warranted, but not for the purpose of the Trading Indemnity
itself, trading losses will be calculated taking account of the:

   -- severance payments;
   
   -- any purchase price received by Bradford for the Goods; and
   
   -- premiums, rentals or royalties received by Bradford under
      the Chattel Lease and Know-How License.

The Debtors believe that the Trading Indemnity represents a fair
allocation of the risk that Bradford might incur trading losses.  
This is the Debtors' opportunity to structure the transfer of
assets used in the piston manufacturing operations at Bradford so
as not to disrupt the ability of the Pistons Group to meet its
customer obligations during the transfer of the Bradford Pistons
Business to Gorzyce.

Additionally, Gorzyce agreed to indemnify Bradford with respect
to the non-subordinated prepetition trade creditors of Bradford,
whose claims -- both unsecured claims and those entitled to
priority under English law -- equal GBP3,400,000.  The indemnity
will apply by the later of December 31, 2005 or Bradford's
emergence from its Chapter 11 proceedings.  Payments on the
indemnity will be distributed to all non-subordinated creditors
of Bradford on a pro rata basis.

                   Subordination of Contracts

To implement these transactions, certain of the Debtors have
agreed to subordinate their intercompany claims against Bradford:

   Federal-Mogul Export Services Limited        GBP1,350,873
   Federal-Mogul Products, Inc.                      198,581
   Leeds Piston Ring Engineering Limited           4,440,000
   Sintration Limited                              5,545,000
   T&N Limited (Branch Capital Account)           10,694,703
   T&N Limited (Loan Account)                      3,630,776

The Debtors envision that, as part of their over all
reorganization process, a number of the Debtors and their non-
Debtor affiliates will enter into subordination agreements with
respect to their prepetition claims against one another.  The
subordination aims to:

   -- preserve the recoveries envisioned for non-affiliated
      creditors of Bradford; and

   -- secure the support of Bradford's creditors for the
      proposed relocation of the Bradford Piston Business's
      manufacturing operations to Gorzyce.

Mr. Migliore asserts that relocating the manufacturing operations
of the Bradford Pistons Business to Federal-Mogul Gorzyce S.A,
where labor and overhead costs are significantly lower, will lead
to substantial improvement in the financial performance of the
business and a reversal of recent operating losses.

                         *     *     *

The Court authorizes the Debtors to enter into the Chattel Lease
and the Know-How License.  Additionally, Judge Newsome permits
the Debtors to enter into other agreements that are necessary to
effect the transactions, including, without limitation, a master
agreement incorporating the terms of all the transactions,
including, but not limited to the Purchase Option and the sale of
Goods.

Following execution of the lease agreement respecting the
Chattels, Bradford and T&N will be authorized to transfer
possession of the Chattels to Gorzyce.  Moreover, subject to
execution of the master agreement and any necessary additional
agreement, Bradford is authorized to sell the Goods to Gorzyce,
which sale will be free and clear of all liens, claims and
encumbrances.

Those of the Debtors holding intercompany claims against Bradford
are authorized to enter into agreements as may be necessary to
subordinate claims to those of Bradford's non-subordinated, third
party prepetition trade creditors. (Federal-Mogul Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FINZER IMAGING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Finzer Imaging Systems, Inc.
        fka Finzer Businss Systems, Inc.
        11001 East 51st Avenue
        Denver, Colorado 80239

Bankruptcy Case No.: 03-35452

Type of Business: The Debtor is a leading world manufacturer and
                  distributor of office automation equipments such
                  as copy machines.

Chapter 11 Petition Date: December 23, 2003

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsels: David M. Miller, Esq.
                   Lee M. Kutner, Esq.
                   Kutner Miller Kearns, P.C.
                   303 East 17th Avenue
                   Suite 500
                   Denver, CO 80203
                   Tel: 303-832-2400

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Vectra Bank                   Trade Debt                $350,000
Special Asset Group,
3rd Floor
1650 S. Colorado Blvd.
Denver, CO 80222

Frontier Business Solutions   Trade Debt                $245,000

Markusson Green Jarvis, P.C.  Trade Debt                 $50,459

Hein & Associates, LLP        Trade Debt                 $37,611

Velocity Express Contact      Trade Debt                 $33,718

Dell Financial Services                                  $30,622

Vectra Bank                                              $29,152

U.S. Bank                                                $25,872

De Lage Landen                Trade Debt                 $22,402
Financial Services

Equitrac Corporation          Trade Debt                 $17,879

Safeco Insurance              Trade Debt                 $16,846

U.S. Bank - Visa                                         $12,593

Public service Co. of         Utilities                  $10,400
Colorado

China Dragon Gourmet          Trade Debt                  $8,400
Enterprises, Inc.

4815 List Drive Business      Trade Debt                  $6,320
Center

Dworkin, Chambers             Legal Services              $6,246
& Williams, P.C.

Dixon and Snow, P.O.          Legal Services              $5,249

Diligenz                      Trade Debt                  $4,449

Appleone                      Trade Debt                  $4,318

HotJobs.Com                   Trade Debt                  $4,200


FRIEDMAN'S INC: 2003 Annual Report on Form 10-K Will Be Late
------------------------------------------------------------
Friedman's Inc. (NYSE: FRM) announced that the filing of its
annual report on Form 10-K with the Securities and Exchange
Commission (SEC) for the fiscal year ending September 27, 2003,
which was due with the SEC on December 29, 2003, will be delayed.

The principal reasons for the delay are the previously disclosed
restatement of the Company's financials for at least the last
three fiscal years, the formal investigation being conducted by
the SEC and the Department of Justice, and the audit committee's
continuing investigation of these matters. Based on the current
status of these matters, Friedman's expects to file its Form 10-K
by the end of February 2004. The Company expects to provide
preliminary financial information for the restated periods and the
year ended September 27, 2003 prior to that date. On January 7,
2004, the Company intends to announce sales results for its first
fiscal quarter ended December 27, 2003.

The Company has been notified by its lenders that it is in default
under certain provisions of its credit agreement. As the
preliminary financial information becomes available, the Company
will be in discussions with its lenders regarding these matters in
an attempt to resolve them prior to the filing of its annual
report. At present, the Company's lenders continue to provide the
Company with the benefits of its credit agreement, with certain
limited exceptions, although they have the right to terminate
their support at any time.

Friedman's Inc. is a leading specialty retailer of fine jewelry
based in Savannah, Georgia. The Company is the leading operator of
fine jewelry stores located in power strip centers. At December
29, 2003, Friedman's Inc. operated a total of 710 stores in 20
states, of which 482 were located in power strip centers and 228
were located in regional malls. Friedman's Class A Common Stock is
traded on the New York Stock Exchange (NYSE Symbol, FRM). As of
December 8, 2003, Crescent Jewelers, the Company's west coast
affiliate, operated 179 stores in six western states, 102 of which
were located in regional malls and 77 of which were located in
power strip centers. On a combined basis, Friedman's and Crescent
operate 889 stores in 25 states of which 559 were located in power
strip centers and 330 were located in regional malls.


GEM KINGDOM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gem Kingdom, Inc.
        404 Sunport Lane, Suite 100
        Orlando, Florida 32809

Bankruptcy Case No.: 6:03-bk-14913

Type of Business: The Debtor is a world leader in the importing
                  and wholesale distribution of minerals,
                  crystals, crystal cluster, amethyst cathedrals
                  and geodes, points, spheres and products
                  manufactured from Genuine Gemstones.
                  See http://www.gemkingdom.com/for more  
                  information.

Chapter 11 Petition Date: December 23, 2003

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Frank M. Wolff, Esq.
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: 407-648-0058
                  Fax: 407-648-0681

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      941 Tax                   $152,076
Insolvency

East Group Properties                                   $101,598

Rostirolla Serras e Pedras                               $74,861
Ltda. Rua Dr Jose Atilio Vera

Copersol Ind. Com. De                                    $52,335
Pedras LTDA.

Lagranha e Cia                                           $39,805

Holland & Knight LLP                                     $30,797

Federal Express                                          $28,263

Bri Pedras                                               $27,690

Noble Stones Com. Imp. Exp.                              $26,359
LTDA

J B Hunt                                                 $25,190

David S. Burke / Award                                   $21,703
Communication

Nelcir De Lima /                                         $18,988
for Copersol Rua Prudente
de Moraes

Emery Forwarding                                         $18,426

Priority One Brokers                                     $15,004

Joel Arem                                                $15,000

Julio Benigno Fernandez                                  $10,275

Florida Design's Sourcebook                               $9,730

Newcourt Financial                                        $9,715

Wing Wo Hing Trading Co.                                  $9,039

The Hartford                                              $8,368


GINGISS GROUP: Selling 127 Locations to May Department Stores
-------------------------------------------------------------
The May Department Stores Company (NYSE: MAY) announced the
purchase of certain assets of the Gingiss Group in a cash
transaction.  May is acquiring 125 company-owned Gingiss
Formalwear and Gary's Tux Shop stores and two Gingiss Group
service centers located in Addison, Ill., and Van Nuys, Calif.

Gingiss is a leading national tuxedo rental and sales retailer,
based in Addison, Ill.  May will operate the Gingiss and Gary's
Tux stores as part of its Bridal Group, which includes David's
Bridal, Priscilla of Boston and After Hours Formalwear.

"We are pleased that Gingiss is joining our growing national
network of Bridal Group businesses and will help contribute to
May's pursuit of younger customers," said Gene Kahn, May's
chairman and chief executive officer. "May's bridal business has
great synergy.  The links between our Bridal Group businesses and
our department stores' wedding registries are critical to our
strategy of attracting young-adult customers to our department
stores and especially to our home stores."

Robert Huth, head of May's Bridal Group and president and chief
executive officer of David's Bridal, said, "We continue to make
strategic acquisitions that expand our national presence.  
Acquiring Gingiss further enhances our ability to serve engaged
couples by creating a premier chain of tuxedo stores which will
complement David's Bridal."

During 2003, May acquired 225 tuxedo stores, including 125 Gingiss
Formalwear and Gary's Tux Shop stores, 25 Modern Tuxedo stores,
and 64 Desmonds Formalwear stores.  In addition, May's Bridal
Group has opened 30 David's Bridal stores and nine After Hours
Formalwear stores to date this year.

The May Department Stores Company now will operate 448 department
stores under the names of Lord & Taylor, Famous-Barr, Filene's,
Foley's, Hecht's, Kaufmann's, L.S. Ayres, Meier & Frank,
Robinsons-May, Strawbridge's, and The Jones Store, as well as 210
David's Bridal stores, 462 After Hours Formalwear stores, and 10
Priscilla of Boston stores.  May operates in 46 states, the
District of Columbia, and Puerto Rico.

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


GLAS-AIRE: Must Generate Sufficient Cash Flow to Continue Ops.
--------------------------------------------------------------
Glas-Aire Industries Group Ltd., a Nevada corporation, was
incorporated on September 29, 1992. The Company manufactures and
distributes wind deflector products to automobile manufacturers in
the United States, Canada and Japan.

The Company incurred a net loss of $1,281,775 and $3,385,414 for
the years ended December 31, 2002 and 2001 respectively. At
June 30, 2003 it had a working capital deficiency of $1,700,036.
Glas-Aire has historically met its cash requirements to sustain
its operations from funds from operation and debt financing.

The Company estimates its current cash requirements to sustain
operations for the next twelve months through June 2004 to be
$13,200,000. However, there can be no assurance that the Company
will generate sufficient cash flow from operations to address all
cash flow needs. Additionally, the Company's primary lender has
indicated that, although the loans remain on a demand basis, the
loans may be repaid in accordance with the terms and conditions
outlined in the banking agreement. This includes amortized
payments on the non-revolving facilities. Thus, the Company will
continue making periodic payments on the debt. Management believes
that the Company will be able to maintain these credit facilities
on a going forward basis; however, there can be no assurance that
this will occur.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


GRUPPO TMM: Closes Additional $25MM Under Receivables Facility
--------------------------------------------------------------
Grupo TMM, S.A. (NYSE: TMM and BMV: TMM A) has closed an
additional $25 million of certificates under its receivables
securitization program, which now totals $76.3 million.

The additional certificates have the same terms and conditions as
the existing certificates originally issued on August 19, 2003,
and also require monthly amortization of principal and interest
and mature in three years.

Funding for the additional securitization certificates was
arranged by the U.S.-based Maple Commercial Finance Group, a
division of Toronto-based Maple Financial Group Inc., and funding
was provided by affiliate Maple Bank GmbH, a German commercial
bank. Mexico City-based Axis Advisors LP acted as structuring
agent and co-arranger, and provided financial advisory services to
the company.

The foregoing is announced as a matter of record only, and does
not constitute an offer to sell securities or the solicitation of
an offer to buy securities.

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

Grupo TMM's Web site address is http://www.grupotmm.com/and  
TFM's Web site is http://www.tfm.com.mx/


GTC TELECOM: Sept. 30 Balance Sheet Upside-Down by $6.7 Million
---------------------------------------------------------------
GTC Telecom Corporation provides various services including,
telecommunication services, which includes long distance telephone
and calling card services, Internet related services including
Internet Service Provider access and business process outsourcing
services.  

GTC Telecom Corp., was organized as a Nevada Corporation on
May 17, 1994 and is currently based in Costa Mesa, California. The
Company trades on  the Over-The-Counter Bulletin Board under the
symbol "GTCC".

As of September 30, 2003, the Company has negative working capital
of $4,607,183, liabilities from the underpayment of payroll taxes,
an accumulated deficit of $15,573,021, and a stockholders' deficit
of $6,685,436; in addition, through September 30, 2003, the
Company historically had losses from operations and a lack of
profitable operational history, among other matters, that raise
substantial doubt about its ability to continue as a going
concern.  

The Company hopes to continue to increase revenues from additional
revenue sources and/or increase margins through continued
negotiations with MCI/WorldCom and other cost cutting measures.  
In the absence of significant increases in revenues and margins,
the Company intends to fund operations through additional debt  
and equity financing arrangements.  The successful outcome of
future activities cannot be determined at this time and there are
no assurances that if achieved, the Company will have sufficient
funds to execute its intended business plan or generate positive    
operating results.

These circumstances raise substantial doubt about the Company's
ability to continue as a going concern.  


HAYNES INT'L: Sept. 30 Net Capital Deficit Narrows to $97 Mill.
---------------------------------------------------------------
Haynes International, Inc., reported audited financial results for
its fiscal year ended September 30, 2003.

Net revenue decreased 21.1% to approximately $178.1 million,
compared to approximately $225.9 million in fiscal 2002. The
Company reported a net loss of approximately $63.0 million for
fiscal 2003, compared to net income of approximately $0.9 million
for fiscal 2002.

The net loss for the fiscal year ending September 30, 2003, was
largely attributable to a valuation allowance of $54.7 million
recorded at September 30, 2003 against all of the Company's US
deferred tax assets as a result of management's determination that
it is more likely than not that certain future tax benefits will
not be realized.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $97 million.

The Independent auditor's report on the Company's consolidated
financial statements for the fiscal year ended September 30, 2003,
includes a statement to the effect that the possibility that the
Company may not generate sufficient liquidity to meet its
financial obligations as they come due and may be unable to
maintain compliance with its debt covenants during fiscal 2004
raises substantial doubt about its ability to continue as a going
concern.

Richard C. Lappin, Chairman of the Board of Haynes International,
Inc., said that the Company has retained the professionals at
Conway, Del Genio, Gries & Co. LLC, a New York-based advisory firm
specializing in corporate restructurings and mergers and
acquisitions, to assist it in undertaking a financial
restructuring designed to strengthen the Company's balance sheet
and achieve sustainable cash flows.

"A timely, orderly restructuring will allow us to respond more
effectively to changing market conditions and preserve and enhance
our financial foundation," stated Francis Petro, Chief Executive
Officer of Haynes International, Inc. Francis Petro also stated
that, "Our industry has been hit hard by a combination of negative
market conditions, including pricing pressures from foreign
competitors, rising raw material and energy costs and declining
commercial aerospace and land-based gas turbine business."

Haynes International, Inc. is a leading developer, manufacturer
and marketer of technologically advanced, high performance alloys,
primarily for use in the aerospace and chemical processing
industries.


HOST MARRIOTT: Sells Plaza San Antonio Marriott Hotel for $34MM
---------------------------------------------------------------
Host Marriott Corporation (NYSE: HMT) closed on the sale of the
Plaza San Antonio, a Marriott franchised hotel in San Antonio,
Texas for total consideration of approximately $34.4 million.  

The proceeds are expected to be used to repay debt obligations or
for other corporate purposes.

Host Marriott Corporation (S&P/B+/Stable) is a lodging real estate
company, which owns 122 upscale and luxury full-service hotel
properties primarily operated under Marriott, Ritz-Carlton, Four
Seasons, Hyatt, Hilton and Swissotel brand names. For further
information on Host Marriott Corporation, visit the Company's Web
site at http://www.hostmarriott.com/


IFCO SYSTEMS: Three New Members Elected to Board of Directors
-------------------------------------------------------------
The Extraordinary General Meeting of IFCO Systems N.V.
(Frankfurt:IFE1) accepted the resignation of the former Directors
C, Mr. Jeremy Brade, Mr. Antonius C.M. Heijmen and Mr. Richard
J. Moon, from the board under full discharge effective Dec. 29,
2003.

Mr. Michael Phillips, Mr. Ralf Gruss and Dr. Philipp Gusinde were
elected as the new Directors C to the Board of Directors of IFCO
Systems N.V., effective immediately. The Extraordinary General
Meeting of IFCO Systems N.V. also adopted the 2002 Annual Accounts
and discharged the members of the Board of Directors for the
fulfillment of their duties during the financial year 2002.

IFCO Systems is a world-wide logistics service provider with
approximately 160 locations in Europe and North America. IFCO
Systems operates a pool of more than 65 million RPCs (Reusable
Plastic Containers) globally, which are used as a logistic system
predominantly for fresh produce by leading grocery retailers.

In the United States, IFCO Systems also provides a national
network of pallet management services. With more than 45 million
wooden pallets recycled annually, IFCO Systems is the market
leader in this industry. In 2002 IFCO Systems generated revenues
of 380.7 million USD.

                         *      *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's withdrew its double-'C' bank loan rating on IFCO Systems
N.V.'s $178 million secured bank credit facility.

At the same time Standard & Poor's withdrew its corporate credit
and subordinated debt ratings on the company, which was lowered to
'D' on March 15, 2002, after IFCO failed to make its interest
payment on its 10.625% senior subordinated notes due 2010.


IMPSAT FIBER NETWORKS: Issues $16 Million Seven-Year Bond
---------------------------------------------------------
Impsat Fiber Networks, Inc., a leading provider of integrated
broadband data, Internet and voice telecommunications services in
Latin America, announced the issuance of a Ps45 billion (US$16.1
million) bond.

                           Overview

The Company announced the issuance by Impsat S.A., the Company's
operating subsidiary in Colombia (Impsat Colombia), of a Ps45
billion (US$16.1 million) bond. The bond, which was issued at par
on December 18, 2003, has a seven-year term. The coupon of the
bond will bear CPI + 8% per annum, and interest will be payable
quarterly in arrears. Principal will be payable in two
installments of 50% each, the first at the end of the fifth
anniversary of issuance and the second at the final maturity date.
Duff & Phelps de Colombia granted this issue a AA+ credit rating.

The proceeds of the offering have been used to partially prepay a
syndicated loan made to Impsat Colombia by a group of Colombian
banks. The prepayment of such loan releases Impsat Colombia from
certain financial restrictions and subjects it to more favorable
financial covenants.

"This is an exceptional way to close this year," CEO Ricardo
Verdaguer said. "This is our first attempt to raise money in the
capital markets since our financial restructuring and the results
were outstanding. To have successfully completed a seven-year term
bond offering less than nine months after our emergence from
Chapter 11 demonstrates the market's confidence in the Company's
operational prospects. Further, this kind of achievement
reinforces the efforts we have made towards strengthening the
Company's capital structure."

The bond, which was oversubscribed, is listed on the Bolsa de
Valores de Colombia (the Colombian stock exchange) and was offered
and sold in Colombia to qualified investors in accordance with
Regulation S under the U.S. Securities Act of 1933 (the
"Securities Act"). The bond is not and will not be registered
under the Securities Act or the securities laws of any state in
the United States, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements under the Securities Act and any
applicable state securities laws. This announcement does not
constitute an offer to sell or the solicitation of an offer to buy
any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.

Impsat Fiber Networks, Inc. is a leading provider of fully
integrated broadband data, Internet and voice telecommunications
services in Latin America. Impsat operates an extensive pan-Latin
American high capacity broadband network in Brazil, Argentina,
Chile and Colombia using advanced technologies, including IP/ATM
switching, DWDM, and non-zero dispersion fiber optics. The Company
has also deployed thirteen facilities to provide hosting services
Impsat currently provides services to more than 2,700 national and
multinational companies, government entities and wholesale
services to carriers, ISPs and other service providers throughout
the region. The Company has local operations in Argentina,
Colombia, Venezuela, Ecuador, Brazil, the United States, Chile and
Peru. Visit http://www.impsat.com/for more information.  


INTERNATIONAL WIRE: Continues Recapitalization Discussions
----------------------------------------------------------
International Wire Group, Inc., continues to be actively engaged
in discussions regarding a recapitalization with an Ad-Hoc
Committee of holders of its 11.75% Senior Subordinated Notes and
the largest equity holder of its parent company.

Members of the Ad-Hoc Committee are being represented by Stroock &
Stroock & Lavan LLP and Houlihan Lokey Howard & Zukin.

Chief Executive Officer Joseph Fiamingo said, "Over the last few
weeks we have been working cooperatively with the Ad Hoc Committee
to facilitate its due diligence review. The Company and the Ad Hoc
Committee have exchanged recapitalization proposals and we believe
we are narrowing the gap on our outstanding issues. We look
forward to a continuing meaningful dialogue and hope that we can
reach agreement with the Ad Hoc Committee and our equity holders
regarding a consensual recapitalization in the not too distant
future."

International Wire Group, Inc., headquartered in St. Louis,
Missouri, is a leading manufacturer and marketer of wire products,
including bare and tin-plated copper wire and insulated copper
wire. The Company's products include a broad spectrum of copper
wire configurations and gauges with a variety of electrical and
conductive characteristics that are utilized by a wide variety of
customers primarily in the appliance, automotive, electronics /
data communications and general industrial / energy industries.
The Company manufactures and distributes its products in 22
facilities strategically located in the United States, Mexico,
France, Italy and the Philippines.

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on International Wire Group Inc. to 'D' following the
company's announcement to forego making the Dec. 1, 2003, interest
payment on its 11.75% senior subordinated notes.


INTERPOOL INC: Further Delays Filing of 2002 Report on Form 10-K
----------------------------------------------------------------
Interpool, Inc. (NYSE:IPX) anticipates an additional delay in the
completion of its restated 2000 and 2001 financial statements and
2002 financial statements and the filing of its Annual Report on
Form 10-K for 2002 with the Securities and Exchange Commission.

This additional delay will be necessary to allow Interpool and its
auditors to complete further analysis of the accounting for a
pending claim by Interpool under its insurance policy covering
lease defaults. This analysis was prompted by a comment by a
representative of the Securities and Exchange Commission at a mid-
December conference on accounting, which precipitated the need for
further review by Interpool and its auditors of Interpool's
accounting for this insurance contract.

Although Interpool had hoped to file its 2002 Form 10-K with the
Securities and Exchange Commission by December 31, 2003, Interpool
stated that it will now be necessary to reconsider the effect on
its restated 2000 and 2001 financial statements of the claim
submitted by Interpool to its insurance carriers and that this
will delay the completion and filing of the 2002 Form 10-K.
Interpool's independent auditors, KPMG LLP, advised Interpool
management on December 26, 2003, that it may be necessary for
Interpool to change its accounting for this insurance claim. As
previously announced, Interpool's 2002 Form 10-K has been delayed
since March 2003 because Interpool has been engaged in a
restatement of its historical financial statements for 2000 and
2001 and because of a now-completed internal inquiry into
Interpool's accounting and related matters conducted by special
counsel engaged by the Audit Committee of Interpool's Board of
Directors.

The new accounting issue under consideration relates to a
previously disclosed claim submitted by Interpool to its insurance
carriers, seeking to recover amounts owed by a significant
customer based in South Korea. The customer had defaulted on its
lease payments and commenced insolvency proceedings in 2001.
Interpool maintained insurance related to such lessee defaults,
which covered certain per diem rental charges as well as loss,
damage and recovery costs related to the equipment on lease that
were billable to the lessee under the terms of the lease.
Interpool recorded the recoverable per diem rental charges in its
2001 revenues and recorded other amounts recoverable under the
terms of the insurance policy as they would have been recorded if
no default under the lease had occurred. This accounting treatment
was approved by Interpool's former auditors, Arthur Andersen LLP.
At December 31, 2002, Interpool had recorded a receivable of $33.2
million related to this claim.

On December 26, 2003, KPMG advised Interpool that remarks by a
member of the SEC accounting staff at a mid-December conference
(as subsequently expanded upon through additional staff comments)
appeared by analogy to suggest that classification of, and
correspondingly the accounting for, the lease contract and the
lease default insurance contract may need to be separated. This
would suggest that revenue recognition for a portion of the
amounts recoverable under the insurance contract should be
deferred until Interpool actually receives payment from its
insurance carriers. Interpool and KPMG are currently analyzing the
impact of this potential change on the accounting used by
Interpool in the consolidated financial statements to be issued.
Interpool noted that any such accounting change would have no
effect on Interpool's cash flow or on the strength and
collectibility of its insurance claim.

While Interpool, in consultation with KPMG, will complete its
analysis and make any required changes to its financial statements
as promptly as practicable, Interpool management now expects that
this analysis will delay the completion of Interpool's audited
2000, 2001 and 2002 financial statements and 2002 Form 10-K beyond
the previously announced target date of December 31, 2003. Until
the extent of any potential changes is determined, Interpool is
not able to predict whether it will be possible to complete and
file the Form 10-K by January 9, 2004, the date on which numerous
waivers previously granted by Interpool's financial institutions
are scheduled to expire. If Interpool concludes that the Form 10-K
cannot be filed by that date, it will seek further extensions of
these waivers. Interpool also stated that, if it is determined
that recognition of revenue relating to a portion of the insurance
claim must be deferred until the claim is paid, it would cause the
reduction in Interpool's restated stockholders' equity as of
December 31, 2001 to be greater than Interpool's previous estimate
of 2% of its December 31, 2001 stockholders equity as originally
reported.

As previously announced, Interpool's insurance claim is disputed
by its insurance carriers, who commenced legal proceedings in
December 2002 seeking rescission of Interpool's customer default
insurance coverage or, in the alternative, a declaration that the
premiums paid for this insurance were inadequate. The insurance
carriers also dispute the timing of notice of the loss and the
amount of the loss. Interpool is vigorously pursuing its claim for
recovery and believes that it has strong claims under the
insurance policy and defenses to the arguments asserted by the
insurance underwriters. Although it is impossible to give
assurances as to the ultimate outcome of this proceeding in view
of the uncertainties inherent in any litigation, based upon the
progress of this case to date and the merits of its position, and
after consultation with external counsel, Interpool believes that
the facts as they have been developed through discovery, and the
applicable law, should entitle it to a recovery in the full amount
of its claim.

Interpool also stated that, in light of the additional delay in
completing and filing its 2002 Form 10-K with the SEC, it
anticipates that The New York Stock Exchange potentially will
suspend trading in Interpool's common stock and other listed
securities and commence delisting proceedings. Interpool said that
if the New York Stock Exchange takes such action, the company
would request that trading be allowed to resume when its Form 10-K
is filed. It is Interpool's understanding that the New York Stock
Exchange has an appeal process available that the company may
avail itself of in due course. Interpool noted that, except for
its delayed reports, it believes it is in compliance with all New
York Stock Exchange listing requirements. If the common stock is
suspended from trading on the New York Stock Exchange, Interpool
would attempt to make alternative arrangements to maintain a
trading market for its securities.

Interpool is one of the world's leading suppliers of equipment and
services to the transportation industry. It is the world's largest
lessor of intermodal container chassis and a world-leading lessor
of cargo containers used in international trade.


INTERPOOL: Fitch Junks Preferred Stock Rating & Keeps Neg. Watch
----------------------------------------------------------------
Fitch Ratings lowers Interpool, Inc.'s senior secured, senior
unsecured, and preferred stock ratings to 'BB-', 'B', and 'CCC+'
from 'BB+', 'BB', and 'B+', respectively. The ratings remain on
Rating Watch Negative where they were placed on Oct. 10, 2003.
Approximately $295 million of debt and trust preferred securities
are affected by Fitch's actions.

The rating actions follow the announcement by Interpool that it
will not be able to file its 2002 10-K by Dec. 31, 2003.
Interpool's independent auditors, KPMG LLP, advised Interpool
management on Dec. 26, 2003, that it may be necessary for
Interpool to change its accounting for a portion of a $33 million
insurance claim, which was filed in 2001 for equipment leased to
South Korean steamship line that subsequently filed for
bankruptcy. Interpool recognized a portion of this unpaid claim as
revenue in both 2001 and 2002.

As a result, Interpool will need to revise its income statement
and balance sheets for fiscal years 2001 and 2002. While
management does not believe that these revisions will have an
impact on Interpool's cash flow during these periods, the
adjustments are likely to cause shareholders' equity to decline by
more than 2%, which had been previously estimated by the company.

More importantly, these revisions and subsequent reauditing by
KPMG will place significant pressure on management to complete the
2002 10-K by Jan. 9, 2004 - the expiration date of the existing
waivers by the company's lenders for the completion of the 10-K.
If Interpool is unable to file its 10-K by Jan. 9, 2004,
management will be forced to seek a fourth waiver from its
lenders. While the lenders have been cooperative thus far, there
is no guarantee that management will be able to secure another
waiver. Therefore, this could set off a series of events that
would unfavorably impact Interpool and would be outside of
management's control. Fitch notes that the New York Stock Exchange
suspended trading of Interpool's common equity, trust preferred
securities, and convertible redeemable subordinated debentures
today.

Fitch views Interpool's situation as being very fluid and will be
closely monitoring the company as events unfold over the near
term.

Tracing its roots to 1968 and based in Princeton, NJ, Interpool,
Inc. through its subsidiaries is the largest lessor of domestic
chassis and one of the largest lessors of marine containers in the
world.


IT GROUP INC: Files Chapter 11 Plan and Disclosure Statement
------------------------------------------------------------
The IT Group, Inc. Debtors delivered their Joint Plan of
Reorganization and Disclosure Statement to the Bankruptcy Court on
December 17, 2003.  The Plan contemplates the liquidation of all
remaining assets of the Debtors and the resolution of all
outstanding claims against and interests in the Debtors' Estates.

According to Harry J. Soose Jr., IT Group's Chief Executive
Officer, the central component of the Plan is the compromise and
settlement of any and all claims and causes of action.  In
addition, all of the Debtors' remaining Assets will be liquidated
for the benefit of the allowed Claims against the Debtors in
accordance with the Plan, including the prosecution of Avoidance
Actions and Estate Causes of Action.

The Plan is filed as a joint Plan for all of the Debtors for
purposes of administrative convenience and efficiency.  The Plan
provides for the substantive consolidation of the Debtors for all
purposes under the Plan.  Voting on the Plan, confirmation of the
Plan, and Distributions under the Plan will be considered and
accomplished on a consolidated basis.

                    Substantive Consolidation                     

All of the Debtors' assets and liabilities will be substantively
consolidated.  Specifically, on the Effective Date:

   -- all intercompany claims by and among the Debtors will be
      eliminated;    

   -- all assets and liabilities of the Debtors other than IT
      Group will be merged or treated as though they were merged      
      into and with the assets and liabilities of IT Group;

   -- all guarantees of the Debtors of the obligations of any
      other Debtor and any joint or several liability of any of
      the Debtors will be deemed to be one obligation of the
      consolidated Debtors;

   -- all Equity Interest owned by any of the Debtors in any
      other Debtor will be treated as though they were
      extinguished; and

   -- each and every Claim filed or to be filed in these Chapter
      11 Cases against any of the Debtors will be deemed filed
      against the consolidated Debtors, and will be deemed one
      Claim against the consolidated Debtors.  

                IT Group Subsidiary Guarantees

All claims based on the Debtors' guarantees of collection,
payment of performance of any obligation made by any Subsidiary,
which is not a Debtor and all claims against any Subsidiary for
which any of the Debtors are jointly and severally liable, in
each case which arise prior to the Effective Date, will be
discharged, released, extinguished and of no further force of
effect.

              Merger of IT Group Corporate Entities

On the Effective Date, any or all of the Debtors, other than IT
Group, and Subsidiaries of the Debtors may, as the sole option of
the Debtors and the Committee, be:

   (a) merged into one or more of the Debtors; or

   (b) dissolved.

Upon occurrence of any merger, all assets of the merged entities
will be transferred to and become the assets of the surviving
entity, and all liabilities of the merged entities, except to the
extent discharged, released or extinguished pursuant to the Plan
and Confirmation Order, will be assumed by and will become the
liabilities of the surviving entity.  All mergers and
dissolutions will be effective as of the Effective Date pursuant
to the Confirmation Order without any further action by the
stockholders or directors of any of the Debtors.

                            Shaw Stock

In accordance with the Plan Settlement, title to:

   -- 10% of the Shaw Stock will vest in the Reorganized IT
      Group, free and clear of all Claims, Equity Interests,
      liens, security interests, encumbrances, and other
      interests, except as expressly provided in the Plan; and

   -- 90% of the Shaw Stock will be distributed to holders of
      Allowed Lender Claims in accordance with the Plan, free and
      clear of all Claims, Equity interests, liens, security
      interests, encumbrances, and other interests, except as
      otherwise expressly provided in the Plan.

Subject to the Plan, the Reorganized IT Group may sell or
otherwise dispose of the Shaw Stock for the benefit of holders of
Allowed General Unsecured Claims to effectuate Distributions to
the holders in accordance with the Plan.

                        Formation of Trust

A trust will be formed and constituted in accordance with the
Trust Agreement on the Effective Date.  The Trustee's
compensation will be disclosed at, or prior to the Confirmation
Hearing, in an amount agreed to by the Creditors' Committee and
the Citicorp USA, Inc.  Upon entry of the Final Decree:

   (a) the Trust will be dissolved without further action by
       Reorganized IT Group or the Oversight Committee; and

   (b) the Trustee will be discharged from any further duties
       under the Trust Agreement.

                Formation of Reorganized IT Group

The Plan calls for the merger of any or all of the Debtors
entities into one surviving entity, the Reorganized IT Group,
which will receive the Debtors' remaining assets.  Accordingly,
all Assets of the Debtors, including the Estate Cause of Action
and Avoidance Actions, will vest in Reorganized IT Group to be
liquidated and distributed to holders of Allowed Claims in
accordance with the Plan.  The Reorganized IT Group will issue
New Common Stock, which will be held in trust for the benefit of
holders of allowed Claims against the Debtors.

These actions will be taken with respect to Reorganized IT Group:

   (a) the New Charter and the New By-Laws will be duly adopted;
       and

   (b) the issuance of the New Common Stock will be authorized.

Except as otherwise provided in the Plan, the post-Effective Date
management of the Reorganized IT Group will be the general
responsibility of the Plan Administrator, subject to the
direction and supervision by the Oversight Committee as provided
in the Plan.  The Plan Administrator, subject to the supervision
of the Oversight Committee, will direct the management of the
Reorganized IT Group.  

                   Vesting of Assets of Debtors

Title to all of the Assets of the Debtors will vest in the
Reorganized IT Group, free and clear of all Claims, Equity
Interests, liens, security interests, encumbrances, and other
interests.  Subject to the Plan and direction by the Oversight
Committee, the Reorganized IT Group may use, acquire and
otherwise dispose of its Assets free of any restrictions of the
Bankruptcy Code, on and after the occurrence of the Effective
Date.

               Reconstitution of Board of Directors

If applicable, the initial board of directors of the Reorganized
IT Group will be composed of the individuals identified at, or
prior to the Confirmation Hearing.  From and after the Effective
Date, the current board of directors of the IT Group will be
dissolved and the board of directors of the Reorganized IT Group
will be selected and determined in accordance with the provisions
of the New Charter and the New By-Laws for Reorganized IT Group.

               The New Charter and the New By-Laws

Pursuant to the Plan, the charter and by-laws of Reorganized IT
Group will be amended and restated in substantially the form of
the New Charter and New By-Laws, to, among other things:

   (a) prohibit the issuance of nonvoting equity securities as
       required by Section 1123(a)(6) of the Bankruptcy Code,
       subject to further amendment of the New Charter as
       permitted by applicable law; and

   (b) otherwise effectuate the provisions of the Plan.

            Cancellation of Instruments and Agreements

Except as otherwise provided, all promissory notes, share
certificates, instruments, indentures, or agreements evidencing,
giving rise to, or governing any Claim or Equity Interest will be
deemed cancelled and annulled without further act or action under
any applicable agreement, law, regulation, order, or rule, and
the obligations of the Debtors under the promissory notes, share
certificates, instruments, indentures, or agreements will be
discharged.

The Indentures will survive confirmation of the Plan solely to
effectuate Distributions to be made to holders of the Old Notes
as provided and to enforce the rights, duties and administrative
functions of the Indenture Trustee with respect to the
Distributions.

Nothing in the Plan will be deemed to impair, waive or discharge
the Indenture Trustee's charging lien or any other rights or
obligations of the Indenture Trustee under the Indentures.  On
the final Distributions to the holders of the Old Notes pursuant
to the Plan, the Indentures will be cancelled and deemed
terminated, and the Indenture Trustee will be discharged of any
further duties, without any further act or action under any
applicable agreement, law, regulations, order, or rate and the
obligations of the Debtors under the Indentures will be
discharged.

                         Causes of Action

Avoidance Actions and Estate Causes of Action will be retained
by, and vested in, the Reorganized IT Group upon the occurrence
of the Effective Date.  Except as otherwise provided in the Plan,
the Debtors' rights to commence and prosecute the Causes of
Action, including Avoidance Actions and Estate Causes of Action,
will be preserved notwithstanding consummation of the Plan.  Any
recovery realized by the Reorganized IT Group on behalf of the
Debtors on account of the Causes of Action will be the property
of Reorganized IT Group and, except as otherwise provided in the
Plan, distributed to holders of Allowed Claims in accordance with
the Plan.

                         Employee Matters

On the occurrence of the Effective Date:

A. The Debtors will remit any payments outstanding as of the
   Effective Date that are due and payable pursuant to the terms
   of a certain Severance Retention Program approved by the
   Bankruptcy Court on August 29, 2002; and

B. The Soose Loans and accrued interest will be deemed to be
   forgiven.  Within three business days of the Effective Date,
   the Debtors will remit all federal, state and local
   withholding taxes and all related interests associated with
   the loan forgiveness and the corresponding salary gross-up so
   that Harry J. Soose, Jr., incurs no personal out-of-pocket
   expenses.

               Appointment of the Disbursing Agent

The Reorganized IT Group, acting through the Plan Administrator,
will be appointed to serve as the Disbursing Agent for all of the
Debtors.  All Cash necessary for the Disbursing Agent to make
payments and Distributions pursuant to the Plan will be obtained
from existing Cash balances and the disposition of the Assets
pursuant to the Plan.

                         Sources of Cash

Pursuant to the Plan Settlement, an Administrative Reserve will
be held in an account maintained by the Reorganized IT Group to
fund post-Effective Date administrative and related costs
associated with administration of the Chapter 11 Cases and
implementation of the Plan including, without limitation, the
fees and costs of the Disbursing Agent, the Reorganized IT Group,
the Plan Administrator, the Chief Litigation Officer and the
Oversight Committee pursuant to the Plan, excluding costs
relating to the IT Environmental Liquidating Trust.

To the extent the Administrative Reserve is insufficient to fund
administration of the Chapter 11 Cases and implementation of the
Plan, the Bankruptcy Court may approve an Administrative
Surcharge against the Litigation Recoveries upon application by
the Plan Administrator, the Chief Litigation Officer, the
Committee Designees or the Oversight Committee, upon notice to
the Reorganized IT Group, the Plan Administrator, the Chief
Litigation Officer, the Oversight Committee, the Agent and any
other party in interest as directed by the Bankruptcy Court.

                     Discharge of the Debtors

The rights afforded in the Plan and the treatment of all Claims
and Equity Interests will be in exchange for and in complete
satisfaction, discharge, and release of all Claims and Equity
Interests of any nature whatsoever, including any interest
accrued thereon from and after the Petition Date, against the
Debtors or any of their Estates, Assets, properties, or interests
in property.  

Except as otherwise provided, all Claims against and Equity
Interests in the Debtors will be satisfied, discharged, and
released in full.  The Debtors will not be responsible for any
obligations, except those expressly assumed by any of the Debtors
in the Plan.  All Persons will be precluded and forever barred
from asserting against the Debtors, the Reorganized IT Group,
their successors or assigns, or their Assets, properties, or
interests in property any other or further Claims based on any
act or omission, transaction, or other activity of any kind or
nature that occurred prior to the Effective Date, whether or not
the facts of or legal bases therefore were known or existed prior
to the Effective Date.

                Dissolution of Creditors' Committee

The appointment of the Committee will terminate on the later of:

   (a) the Effective Date; and

   (b) the date the last order of the Bankruptcy Court allowing
       or disallowing a Fee Claim becomes a Final Order.

On the termination, the members of the Committee will be released
and discharged of and from all further authority, duties,
responsibilities, and obligations relating to and arising from
and in connection with the Chapter 11 Cases, and the Committee
will be deemed dissolved, unless prior thereto the Bankruptcy
Court will have entered an order extending the existence of the
Committee.  The decisions of the Committee through the
dissolution date will be deemed ratified and approved in all
respects.

The Debtors and the Committee foresee that the Effective Date
will be on or before March 2004.  Of course, there can be no
certainty that the Effective Date will occur by that date, and
the satisfaction of many of the conditions to the occurrence of
the Effective Date is beyond the control of the Plan Proponents

A full-text copy of IT Group's Disclosure Statement is available
for free at:

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

A full-text copy of IT Group's Reorganization Plan is available
for free at:

            http://bankrupt.com/misc/IT_Reorg_Plan.pdf  
(IT Group Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


JUPITER MARINE: Former Auditors Air Going Concern Uncertainty
-------------------------------------------------------------
Jupiter Marine International Holdings, Inc., a Florida
corporation, was incorporated on May 19, 1998. On May 26, 1998,
JMIH acquired all of the outstanding shares of common stock of
Jupiter Marine International, Inc., a boat manufacturing company,
which was incorporated under the laws of the State of Florida on
November 7, 1997. On February 17, 2000, JMIH purchased certain of
the assets of Phoenix Marine International, Inc., mostly
consisting of molds for inboard powered sportfishing boats. JMIH
formed a new wholly owned subsidiary, Phoenix Yacht Corporation to
hold these assets.

The Company, from its inception, has experienced poor cash flows
and has met its cash requirements by issuing, through private
placements, its common and preferred stock. Additionally, the
Company has met its financial obligations through third party
loans. The Company anticipates that funds received from these
sources and cash generated from operations should be sufficient to
satisfy the Company's contemplated cash requirements for at least
the next twelve months. After such time, the Company anticipates
that cash generated from operations will be sufficient to fund its
operations, although there can be no assurances that this will be
the case.

The Company extended to November 30, 2003 its revolving line of
credit with a financial institution. The credit line was also
increased to $500,000 from $250,000. The note on the line of
credit bears interest at the financial institution's index rate
plus 2% (6.0% at July 26, 2003). The note is collateralized by all
of the Company's assets and is personally guaranteed by Carl
Herndon, President of the Company.

The Company sells it product to independent dealers.  During the
years ended July 26, 2003 and July 27, 2002, the Company's sales
to major customers were approximately 59% (four customers) and 58%
(two customers) of its net sales, respectively. The Company's
accounts receivable at each year end are substantially due from
these customers.

On July 26, 2002, the Board of Directors the Company approved the
engagement of Spicer, Jeffries & Co. as independent auditors of
the Company for the fiscal year ended July 27, 2002, to replace
the firm of BDO Seidman, LLP, who were dismissed as the Company's
auditors, effective July 26, 2002. The dismissal of BDO was
approved by the Company's Board of Directors.

The reports of BDO on the Company's financial statements for
fiscal years ended July 29, 2000 and July 28, 2001 were modified
to include an explanatory paragraph wherein they expressed
substantial doubt about the Company's ability to continue as a
going concern.

In connection with the audits of the Company's financial
statements of Jupiter Marine International Holdings, Inc. and
Subsidiaries as of July 26, 2003 and July 27, 2002, and the
related consolidated statements of operations, changes in
shareholders' equity, and cash flows for the years then ended,
there was no such explanatory paragraph included by the auditing
firm of Spicer, Jeffries & Co.


KAISER ALUMINUM: Feb. 29 Fixed as Louisiana PI Claims Bar Date
--------------------------------------------------------------
In a Court-approved stipulation, the Kaiser Aluminum Debtors and
certain Louisiana Personal Injury Claimants agree that the
deadline for the Louisiana Personal Injury Claimants to file
Hearing Loss and Coal Tar Exposure Claims is extended to
February 29, 2004.  

Should the parties reach an agreement relating to the handling,
method of compensation, and liquidation of the Hearing Loss and
Coal Tar Exposure Claims in connection with any reorganization
plan, the parties stipulate that the Claims addressed by the
Agreement will no longer be subject to the February 29, 2004
General Bar Date.  

This is without prejudice to the Debtors' right to later request
for the establishment of one or more bar dates with respect to the
Claims. (Kaiser Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


LAIDLAW: Discloses Identity of Company's New Executive Officers
---------------------------------------------------------------
As of November 24, 2003, Laidlaw International, Inc.'s executive
officers are:

      Name                          Position
      ----                          --------
      Kevin E. Benson               Director, President and   
                                    Chief Executive Officer

      Douglas A. Carty              Senior Vice President and
                                    Chief Financial Officer

      Ivan R. Cairns                Senior Vice President and
                                    General Counsel

      Wayne R. Bishop               Vice President and
                                    Controller

      D. Geoffrey Mann              Vice President, Treasurer

      Jeffrey W. Sanders            Vice President, Corporate
                                    Development
(Laidlaw Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


LES BOUTIQUES: Sylvain Toutant Resigns as Pres., CEO & Director
---------------------------------------------------------------
Mr. Sylvain Toutant announced that he is leaving his position as
president and Chief Executive Officer of Les Boutiques San
Francisco and a member of the Board of Directors.

Mr. Toutant has held this position since mid-September and
informed the members of his Board of Directors that he no longer
wished to continue.

Since assuming his position, Mr. Toutant has taken the measures
that the situation demanded, permitting the Company to file for
protection under the Companies' Creditors Arrangement Act and
providing it with the possibility of remedying the situation.

However, Mr. Toutant, who has a highly specialized expertise in
the retail sector, noted that the business' present situation
requires another kind of expertise.


MIRANT CORP: Asks Court to Fix March 12, 2004 as MAEC Bar Date
--------------------------------------------------------------
Ian T. Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
recalls that on November 18, 2003, the MAEC Debtors -- Mirant
Americas Energy Capital LP and Mirant Americas Energy Capital
Assets LLC -- filed for Chapter 11 protection.  

MAEC, formerly known as Southern Producer Services LP, engaged in
the business of lending money to smaller oil and gas production
companies located primarily in Texas and Louisiana that drilled
in Texas and Louisiana or offshore on the continental shelf in
the Gulf of Mexico.  MAEC's relationship to these companies was
that of a traditional lender.  

According to Mr. Peck, the MAEC Debtors' assets consist of
$2,400,000 cash in bank accounts MAEC held.  The Debtors did not
provide any funding to the MAEC Debtors since the Initial
Debtors' Petition Date.

On December 7, 2001, Mr. Peck relates that Stroud Investments
2001 Ltd., and Stroud Oil Properties, Inc., filed a lawsuit in
the 272nd Judicial District Curt of Brazos County, Texas against
Predator Development Company LLC.  Stroud had been a borrower
under one of the loans MAEC made and which had been sold to
Lehman Commercial Paper, Inc. and H/Z Acquisition Partners LLC.  
On June 16, 2003, Predator filed an Original Third-Party Petition
against Mirant, MAEC and MAECA.

On July 25, 2003, Predator filed a Motion for Severance in the
Brazos Lawsuit, asking the Texas State Court to sever out any and
all claims, counterclaims or third party claims by, between or
among Stroud, Predator, and MAEC and MAECA, and make them the
subject of a separate suit thereby leaving the claims involving
Mirant stayed and isolated in its own cause.  The Texas State
Court denied Predator's Severance Motion and stayed all claims
against Mirant, MAEC and MAEC pending further Court order.

On September 9, 2003, Predator filed a Motion for Severance of
Claims in the Brazos Lawsuit, asking the Texas State Court to
sever out any and all claims or counterclaims among Stroud and
Predator and make them the subject of a separate suit thereby
leaving the claims involving Mirant, MAEC and MAECA stayed and
isolated in its own cause.  Again, the Texas State Court denied
Predator's request.

Predator filed a Stay Relief Motion to complete the pending State
Court Litigation involving Non-Debtor Entities.  The MAEC Debtors
determine that their assets should be protected and administered
in the orderly fashion provided by the Bankruptcy Code.  
Accordingly, to allow for an orderly administration of all of the
Debtors' operations, Chapter 11 petitions were prepared and filed
for the MAEC Debtors.

By this motion, the Debtors ask the Court, pursuant to Rule
3003(c)(3) of the Federal Rules of Bankruptcy Procedure, to
establish March 12, 2004 as the last day for all MAEC Debtors'
creditors to file a claim.  

Furthermore, the Debtors ask Judge Lynn to rule that the Bar Date
applies to all known and unknown creditors, subject to these
exceptions:

A. Co-Debtor or Sureties

   The Debtors ask the Court to establish April 11, 2004 as
   the last day by which parties, including the Debtors, could
   file claims of co-debtors, sureties or guarantors under
   Section 501(b) of the Bankruptcy Code.  

B. Non-Debtor Parties to Rejected Executory Contracts or
   Unexpired Leases

   The Debtors ask the Court to establish the later of either
   the Bar Date or 30 calendar days after the entry of an order
   approving the rejection of an executory contract or lease,
   as the last day for filing claims arising out of the
   rejection of an executory contract or unexpired lease.

C. Entities Asserting Claims Arising from the Recovery of a
   Voidable Transfer

   The Debtors ask the Court to establish the later of either
   the Bar Date or the first business day that is at least 30
   calendar days after the mailing of the notice of entry of any
   order approving the avoidance of the transfer, as the Bar
   Date for filing claims arising out of a voidable transfer.

D. Entities Asserting Claims Arising from the Assessment of
   Certain Taxes

   The Debtors ask the Court to establish the later of either
   the Bar Date or the first business day that is at least 30
   calendar days after the date the relevant tax claim arises,
   as the bar date for filing claims arising from the assessment
   of certain taxes described in Section 502(i).

E. Governmental Units

   Pursuant to Bankruptcy Rule 3003(c)(1), the bar date for
   filing proofs of claim by governmental units is May 17, 2004
   at 5:00 p.m. Prevailing Eastern Time.

F. Creditors Holding Claims that Were Reduced by Amendments to
   the Debtors' Schedules

   The Debtors propose that if an amendment to the Schedules
   reduces the liquidated amount of a scheduled claim, or
   reclassifies a scheduled, undisputed, liquidated, non-
   contingent claim as disputed, unliquidated, or contingent,
   the affected claimant may file a proof of claim on the later
   of the Bar Date or the first business day that is at least
   30 calendar days after the mailing of the notice of the
   amendment in accordance with Bankruptcy Rule 1009, but only
   to the extent the proof of claim does not exceed the amount
   scheduled for the claim before the amendment.  The Debtors
   further propose that creditors not be entitled to an
   extension of the Bar Date if a Schedule amendment increases
   the scheduled amount of an undisputed, liquidated, non-
   contingent claim.

G. Holders of Administrative Claims

   The Debtors propose that neither the Bar Date nor any other
   deadline proposed applies to requests for payment of
   administrative expenses arising in the MAEC Debtors' cases
   under Sections 503, 507(a)(1), 507(b), 330(a), 331 or 364 of
   the Bankruptcy Code.  The Debtors anticipate that an
   administrative claims bar date will be established as part of
   any confirmation order entered in these cases.

These entities need not file a proof of claim against the MAEC
Debtors' estates:

   (a) any person or entity that has already properly filed,
       with the Clerk of the United States Bankruptcy Court for
       the Northern District of Texas, a proof of claim against
       the MAEC Debtors using a claim form which substantially
       conforms to Official Form No. 10;

   (b) any person or entity whose claim has been paid by the
       MAEC Debtors;

   (c) any directors, officers or employees of the MAEC Debtors
       as of the MAEC Debtors' Petition Date that have or may
       have claims against the MAEC Debtors for indemnification,
       contribution, subrogation or reimbursement;

   (d) a Debtor having a claim against a MAEC Debtor;

   (e) any direct or indirect non-debtor subsidiary of a MAEC
       Debtor having a claim against a MAEC Debtor; and

   (f) any professional whose retention in these Chapter 11
       cases has been approved by the Court.

In filing proofs of claim, the Debtors propose these procedural
requirements:

1. Claims filed before the entry of the Order Establishing a Bar
   Date

   The Debtors propose that any claim that was filed with the
   Clerk of the United States Bankruptcy Court for the Northern
   District of Texas before the entry of the Bar Date Order, that
   substantially conforms to the Official Form No. 10, will be
   deemed properly filed, subject to the right of the Debtors or
   any other party-in-interest to object to the allowance
   thereof.

2. Transfers of Claims

   The Debtors propose that if a timely filed claim is
   transferred, the transferee must both:

    (i) file a notice of transfer of the claim with the Claims
        Agent, in accordance with Bankruptcy Rule 3001(e), by
        forwarding the notice to the Claims Agent; and

   (ii) serve a copy of the notice of transfer on the Debtors'
        counsel.

3. Form of Proof of Claim

   Due to the size and complexity of these Chapter 11 cases,
   with the assistance of the Claims Agent, Bankruptcy Services,
   LLC, the Debtors will prepare a proof of claim form tailored
   to conform to these cases, based on Official Form 10.  The
   Debtors' proposed substantive modifications to the Official
   Form include:

   (a) adding a list of both of the Debtors, their case numbers,
       and their respective trade names and former names;

   (b) providing room for BSI to add the name and address of
       each creditor;

   (c) allowing the creditor to correct any incorrect
       information contained in the name and address portion;

   (d) adding additional categories to the "Basis of Claim"
       section; and

   (e) certain instructions.

   The Debtors ask the Court to approve the Proof of Claim and
   the substantive modifications to Official Form 10.

4. Substance of Proof of Claim

   The Debtors propose that proofs of claim against the MAEC
   Debtors' estates be:

   (a) written in the English language;

   (b) denominated in lawful currency of the United States as of
       the MAEC Debtors' Petition Date; and

   (c) supported by evidence in accordance with the requirements
       of applicable laws and rules.

5. Place and Time for Filing Proofs of Claim

   Proofs of claim must be filed so that they are actually
   received by BSI, on or before the Bar Date (or alternative
   deadline for filing special claims), by 5:00 p.m. Prevailing
   Eastern Time.

6. No Prejudice Regarding Claim Objections

   Notwithstanding the fact that the MAEC Debtors have scheduled
   a claim as liquidated and undisputed, the Debtors will not be
   precluded from objecting to any claim, whether scheduled or
   not.

If the creditors fail to timely or properly file a proof of claim
in accordance with the Bar Date Order, this should be grounds for
disallowance of the claim, render the creditor ineligible for
distributions under any confirmed Chapter 11 plan of
reorganization and render the claimant bound by the terms of any
confirmed plan of reorganization.

The Debtors intend to mail notices of the Bar Date to interested
parties by January 12, 2004 to:

   * all known creditors reflected in the Schedules;

   * all parties that have requested special notice in these
     cases; and

   * all other parties-in-interest as required by Rules
     2002(i), (j), and (k) of the Federal Rules of Bankruptcy
     Procedure.

Mr. Peck reports that, with the assistance of AlixPartners LLC,
the Debtors are preparing the Schedules of Assets and
Liabilities, Statements of Financial Affairs, and Schedules of
Executory Contracts and Unexpired Leases for the MAEC Debtors.  
The Debtors anticipate filing the Schedules on or before
January 13, 2004.  The Schedules will include a substantially
complete and accurate list of all of the MAEC Debtors' potential
creditors and interest holders, as well as an accurate estimate
of the magnitude of claims against the MAEC Debtors' estates.

According to Mr. Peck, the Bar Date provides a deadline to
identify any possible unknown claim against the MAEC Debtors'
estates and to give parties additional certainty regarding the
magnitude of claims against the MAEC Debtors' estates.  Mr. Peck
contends that the proposed Bar Dates are reasonable because it
gives creditors ample time to determine whether to file claims
against the MAEC Debtors' estates. (Mirant Bankruptcy News, Issue
No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NANOPIERCE TECH.: Ability to Meet Liquidity Needs Uncertain
-----------------------------------------------------------
NanoPierce Technologies Inc.'s financial statements for the three
months ended September 30, 2003 have been prepared on a going
concern basis, which contemplates the realization of assets and
the settlement of liabilities and commitments in the normal course
of business.  

The Company reported a net loss of $454,864 for the three months
ended September 30, 2003, and an accumulated deficit of
$21,528,484 as of September 30, 2003. The Company has not
recognized any significant revenues from its PI technology, and
the Company expects to use cash in operations during the next  
year.  In addition, a letter of intent with Meshed Systems, GmbH,
in which Meshed Systems was to make a 100,000 Euro investment in
EPT for a 51% equity interest was cancelled in November 2003. The
Company has also experienced difficulty and uncertainty in meeting
its liquidity needs. These factors raise substantial doubt about
the Company's ability to continue as a going  concern.

To address its current cash flow concerns, the Company issued
769,231 shares of common  stock in exchange for $100,000 cash
during the three months ended September 30, 2003.  The Company is
in discussions with investment bankers and financial institutions  
attempting to raise additional funds to support current and future
operations.  This  includes attempting to raise additional working
capital through the sale of additional capital stock or through
the issuance of  debt.

Currently, the Company does not have a revolving loan agreement
with any financial institution, nor can the Company provide any
assurance it will be able to enter into  any such agreement in the
future, or be able to raise funds through a further issuance  of
debt or equity in the Company.

The Company is engaged in the design, development and licensing of
products using its intellectual property, the PI Technology.  The
PI Technology consists of patents, pending patent applications,
patent applications in preparation, trade secrets, trade names,
and trademarks.  The PI Technology improves electrical, thermal
and mechanical characteristics of electronic products.  The
Company has designated and is  commercializing its PI Technology
as the NanoPierce Connection System (NCS(TM)) and has begun to
market the PI Technology to companies in various industries for a
wide range of applications.


NATIONAL CENTURY: Keeps Solicitation Exclusivity Until Feb. 17
--------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates obtained the Court's approval extending the period
during which they have the exclusive right to solicit acceptances
of their joint plan of liquidation through and including
February 17, 2004. (National Century Bankruptcy News, Issue No.
28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL STEEL: Secures Clearance for EPA Settlement Agreement
--------------------------------------------------------------
The Environmental Protection Agency filed numerous proofs of
claim against the National Steel Debtors, asserting claims under
the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. Section 9601 et seq. for unreimbursed
environmental response costs incurred by the United States at two
sites owned and operated by the Debtors.  The EPA also filed
Proofs of Claim pursuant to the Clean Air Act, 42 U.S.C. Section
7401 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et
seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et
seq., the Resource Conservation and Recovery Act, 42 U.S.C.
Section 6901 et seq., the Emergency Planning and Community Right-
to-Know Act, 42 U.S.C. Section 11001, and the CERCLA for at least
$27,500 per day for civil penalties.

The Debtors dispute the amount of the EPA Claims.

To expeditiously and efficiently resolve the EPA Claims, the
Debtors sought and obtained the Court's authority to enter into
negotiations with the EPA, which resulted in a settlement
agreement.  Pursuant to the Settlement Agreement, the Debtors
agree that the EPA will be allowed these general unsecured
claims:

   (a) a general unsecured claim for $115,565 for the
       response costs at the Abby Street/Hickory Woods
       Subdivision Site located in Buffalo, New York;

   (b) a general unsecured claim for $5,200 for the response
       costs at the Rasmussen Dump Site located in Green Oak
       Township, Michigan; and

   (c) a general unsecured claim for $2,100,000 for civil
       penalties.

In consideration for the Allowed Claims, the EPA covenants not to
bring civil or administrative action against the Debtors pursuant
to Sections 106 and 107 of CERCLA and Section 7003 of RCRA.

The Debtors ascertain that there is sufficient business
justification for them to enter into the EPA Settlement
Agreement.  The Settlement Agreement avoids the uncertainty and
costs associated with litigating the EPA Claims. (National Steel
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NEW YORK WATER: S&P Cuts Credit Rating to BB with Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on water utility New York Water Service Corp., to 'BB' from
'BBB'. Standard & Poor's also lowered its senior secured rating at
New York Water to 'BBB-' from 'BBB+'.

All ratings were removed from CreditWatch, where they were placed
on Nov. 7, 2003. The outlook is stable.

As of June 30, 2003, the company had $16.6 million of debt
outstanding.
     
"These rating actions result from the weak financial performance
of New York Water's unrated parent company, Utilities & Industries
Management Corp., primarily due to losses at its newspaper
business and the weak economy's effect on the company's spring
manufacturing business," noted Standard & Poor's credit analyst
Andrew Watt.
     
New York Water's stand-alone financial profile is characterized by
low debt leverage and good earnings protection measures. Total
debt to total capital is about 43%. For the 12-months ended June
30, 2003, adjusted pretax income interest coverage was 3.9x, and
ROE was almost 11%. For the fiscal-year ended March 31, 2003, the
utility had net cash flow of $1.5 million, but no discretionary
cash flow, due to capital expenditures. Adjusted funds from
operations (FFO) interest coverage was 4.5x, and adjusted FFO to
average total debt was about 28%.
     
The stable outlook assumes consistent operating performance at the
water utility and adherence to the requirement to maintain $8
million in treasury securities. The stable outlook also assumes
steady financial performance on a consolidated basis. If credit-
protection measures weaken because of adverse business conditions
or because excess cash is distributed to the parent, the ratings
could be lowered.


PENN TREATY AMERICAN: Recommences Sales of Insurance in Kentucky
----------------------------------------------------------------
Penn Treaty American Corporation (NYSE: PTA) received approval to
recommence sales of long-term care insurance in the state of
Kentucky.

Electronic rate books for its currently approved product line are
now available for licensed agents.  Printed rate books will be
available for ordering on Wednesday December 31, 2003.

Penn Treaty American Corporation (S&P, CCC- Counterparty Credit
Rating, Stable), through its wholly owned direct and indirect
subsidiaries, Penn Treaty Network America Insurance Company,
American Network Insurance Company, American Independent Network
Insurance Company of New York, United Insurance Group Agency,
Inc., Network Insurance Senior Health Division and Senior
Financial Consultants Company, is primarily engaged in the
underwriting, marketing and sale of individual and group accident
and health insurance products, principally covering long-term
nursing home and home health care.


PG&E: USGEN Asks Court to Clear Brayton Facility Upgrade Pact
-------------------------------------------------------------
USGen New England, Inc. owns and operates a fossil-fueled power
plan in Somerset, Massachusetts, known as the Brayton Point
Facility.  The Brayton Point Facility produces power through four
separate boiler units.

In May 2001, the Massachusetts Department of Environmental
Protection promulgated new regulations requiring fossil-fueled
power plants to further reduce air emissions.  The regulation
require, among other things, reductions in nitrogen oxide and
sulfur dioxide emissions by October 1, 2006, pursuant to an
Emissions Control Plan for each facility.  Failure to implement
the ECP could force USGen to cease operating the Brayton Point
Facility as early as October 2004.

On June 7, 2002, USGen received a Final Approval by the DEP of
its ECP for the Brayton Point Facility.  The Plan proposed the
installation of two Selective Catalytic Reduction Systems to
control nitrogen oxide and the Flue Gas Desulfurization System to
control sulfur dioxide, all of which were to be installed by
October 1, 2006.

In 2003, USGen began to investigate the possibility of using
lower sulfur coals as a less capital-intensive means of complying
with the DEP Regulations in the near term, allowing deferral of
the installation of the FGD System.  By late September 2003,
USGen successfully completed its testing of lower sulfur coals,
and in October 2003, sought DEP approval to defer installation of
the FGD System.

On November 26, 2003, the DEP approved USGen's request to
implement the ECP using a phased approach.  The first phase will
include installation of SCR Systems on two boiler units for
nitrogen oxide reductions by October 1, 2006, and the use of a
combination of lower sulfur coals and Early Reduction Credits --
reduction of sulfur dioxide emissions below its historical actual
emissions, achieved between the effective date of the DEP
Regularizations on May 11, 2001 and October 1, 2006 -- for sulfur
dioxide compliance.  The second phase will include installation
of the FGD System with an expected in-service date of October 1,
2010.  As the use of alternative fuels was included as an option
in the ECP for the Brayton Point Facility, no amendments or
revisions to the ECP were deemed necessary by the DEP.

By this motion, USGen seeks the Court's authority to enter into a
contract with Babcock Power Environmental Inc. for the design,
engineering, procurement, construction and installation of
material and equipment in connection with the ECP at the Brayton
Point Facility.

John Lucian, Esq., at Blank Rome LLP, in Baltimore, Maryland,
explains that Babcock Power was determined to have best complied
with the technical, legal and economic aspects of the detailed
specifications of the ECP.  In addition, Babcock Power is the
leading supplier of selective catalytic reduction equipment in
the United States.  Its proposed equipment was technically
superior, and its bid, over Babcock & Wilcox's and Wheelabrator
Air Pollution Control's bids, contained the lowest firm price.

Mr. Lucian informs the Court that the base contract price for the
design, fabrication and installation of the two SCR Systems is
$96,777,581, exclusive of insurance.  The base contract price for
design, fabrication and installation of the FGD System is
$79,162,200, exclusive of insurance.

Mr. Lucian maintains that USGen's imminent need focuses on the
SCR Systems to reduce nitrogen oxide emissions.  Based on the
preliminary success with the testing of lower sulfur coal, USGen
does not need to begin fabrication and installation of the FGD
System immediately and is cautiously optimistic that the FGD
System may be deferred for several years, if not longer.  To
maximize the preservation of estate resources, USGen intends only
to proceed with the two SCR Systems and proceed with the FGD
System in the future as circumstances may require.

Mr. Lucian reminds the Court that the failure to perform the
upgrades could jeopardize USGen's permit and licenses to operate
the Brayton Point Facility and could result in a shutdown of
operations.  Babcock Power is guaranteeing completion of the ECP
by the October 2006 compliance deadline or else Babcock Power
will be obligated to pay a stipulated per diem payment to USGen.  
The guarantee is conditioned upon Court approval of the contract
with Babcock Power by no later than January 6, 2004, so that
Babcock Power may promptly begin work without jeopardizing
critical path requirements.  If USGen does not obtain Court
approval by January 6, 2003, Babcock Power will not guarantee
completion of the work by the October 1, 2006 compliance date and
will increase the contract price substantially.

Mr. Lucian assures the Court that the terms of the contract
between USGen and Babcock Power represent the best economic terms
available to USGen to accomplish the DEP requirement within the
time constraints.  In addition, Mr. Lucian represents that the
proposal to implement only the SCR Systems at this time is in the
best interest of creditors because it preserves the estate
resources.  The DEP Regulations contain provisions for future
reductions in emissions of mercury and carbon dioxide, but the
DEP has not yet issued final regulations with specific standards
for those emissions categories. (PG&E National Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PINNACLE ENTERTAINMENT: Repurchases Shares Held by Ex-Chairman
--------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) said that on December 19,
2003 it settled the previously announced exercise to repurchase
1,758,996 shares of its common stock held by the Company's former
chairman, R.D. Hubbard.  

The option exercise price was $10 per share.  The shares
repurchased from Mr. Hubbard represented approximately 6.8% of the
Company's outstanding common stock.

In addition, the Company announced that on December 23, 2003 it
completed the repurchase of 249,990 shares of its common stock
from the R.D. and Joan Dale Hubbard Foundation, also at a price of
$10 per share.  The Company entered into the stock purchase
agreement with the Hubbard Foundation on December 22, 2003.  
Following these repurchases, approximately 23.9 million shares of
the Company's common stock remain outstanding, compared to
approximately 25.9 million at December 31, 2002.

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

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


RELIANT RESOURCES: Prepays $917M of Debt; Cancels $300M Facility
----------------------------------------------------------------
Reliant Resources, Inc., (NYSE: RRI) prepaid a total of $917
million of debt, cancelled a $300 million senior priority credit
facility, which has never been used, and obtained an amendment to
its bank credit facilities that will give the company greater
flexibility to purchase selected generating assets to support its
retail business in Texas.

"The amendment we have obtained is consistent with our recent
announcement that we are unlikely to exercise our option to
purchase CenterPoint Energy Inc.'s 81 percent interest in Texas
Genco, Inc.," said Joel V. Staff, chairman and chief executive
officer.  "We have modified our bank credit facilities in a way
that will allow us, when opportunities arise in the future, to
purchase individual generating assets to serve our Texas retail
customers.  The early pay down of our bank debt and the
cancellation of our $300 million senior priority credit facility
are very tangible signs of the progress we have made in beginning
to rebuild the financial strength of the company."

Reliant has prepaid approximately $917 million of debt with funds
from an escrow account that had been established, under terms of
its bank credit facilities, for the possible purchase of
CenterPoint's stake in Texas Genco. Approximately $784 million was
used for the permanent prepayment of the company's bank term
loans, and $133 million was used to pay down its revolving credit
facility, which can be re-borrowed over time.  As aggregate term
loan prepayments in 2003 now exceed $2 billion, the company has
fully satisfied all "soft amortization" targets contained in its
bank credit facility, avoiding the associated fees and warrants.  
Reliant has no further amortization requirements under these
credit facilities until their maturity in 2007.

In addition to the bank debt prepayments, Reliant cancelled its
$300 million senior priority credit facility that would have
matured in December 2004 in order to eliminate the associated
costs.  Since obtaining the facility in March 2003, the company
has made changes to its business operations to reduce liquidity
needs, and it has never used the facility.

Under the amendment to its bank credit facilities, Reliant has
gained the ability to purchase up to $1 billion of individual
generating assets from Texas Genco and others to support its Texas
retail business and to raise debt to finance any such asset
acquisitions.  It retains the right to purchase the stock of Texas
Genco either through the option mechanism in January 2004 or
outside the option mechanism by September 2004.

Reliant Resources, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S., marketing those services under the Reliant Energy
brand name.  The company provides a complete suite of energy
products and services to more than 1.7 million electricity
customers in Texas ranging from residences and small businesses to
large commercial, industrial and institutional customers.  Reliant
also serves large commercial and industrial clients in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection.  The company
has approximately 20,000 megawatts of power generation capacity in
operation, under construction or under contract in the U.S. For
more information, visit http://www.reliantresources.com/   

                           *    *    *

As reported in Troubled Company Reporter's October 7, 2003
edition, Fitch anticipated no change in Reliant Resources, Inc.'s
credit ratings or Rating Outlook based on the announcement that
RRI had reached a settlement agreement with the Federal Energy
Regulatory Commission with respect to certain western energy
market investigations.

RRI's ratings are as follows:

   - senior secured debt 'B+';
   - senior unsecured debt 'B';
   - convertible senior subordinated notes 'B-'


RENT-WAY INC: Commences Exchange Offer for 11-7/8% Senior Notes
---------------------------------------------------------------
Rent-Way, Inc. (NYSE: RWY) commenced an exchange offer for its
11-7/8% Senior Secured Notes due 2010.  

Pursuant to the exchange offer, $205 million of Rent-Way's 11-7/8%
Senior Secured Notes due 2010, which have been registered under
the Securities Act of 1933, as amended, are being offered for
exchange for $205 million of its outstanding 11-7/8% Senior
Secured Notes due 2010, which were issued on June 2, 2003 in a
transaction exempt from registration.

The exchange offer will expire at 5:00 p.m., New York City time,  
on January 29, 2004.  The newly issued notes have substantially
identical terms to the previously outstanding notes, except that
the new notes have been registered under the Securities Act of
1933 and will not be subject to restrictions on transfer.  The
exchange offer was made to satisfy Rent-Way's obligations under a
registration rights agreement entered into with the initial
purchaser of the outstanding notes at the time such notes were
originally issued.  Manufacturers and Traders Trust Company will
act as exchange agent for the exchange offer.

Rent-Way has filed a registration statement, including a
prospectus and other related documents, on Form S-4 with the
United States Securities and Exchange Commission in connection
with this exchange offer.  The terms of the newly issued notes are
set forth in the prospectus.  

Rent-Way (S&P, B+ Corporate Credit Rating, Stable) is one of the
nation's largest operators of rental-purchase stores.  Rent-Way
rents quality name brand merchandise such as home entertainment
equipment, computers, furniture and appliances from 753 stores in
33 states.


ROBOTIC VISION: Opens Acuity CiMatrix Sales Office in Shanghai
--------------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI) (RVSI.PK) announced that its
Acuity CiMatrix division has opened a sales office in Shanghai,
People's Republic of China, and has appointed Andrew Lee as
Managing Director, Asia.  This move strengthens RVSI's presence in
the Asia-Pacific region, where the division also operates a sales
office in Singapore.

"With its numerous manufacturing operations, the Asia-Pacific
market offers many opportunities for RVSI's direct part marking,
traceability, and machine vision solutions," said Ray England,
RVSI's Vice President of Worldwide Sales and Marketing.  "By
opening the Shanghai office and assigning Andrew Lee to oversee a
growing network of distributors in the region, RVSI is seeking to
aggressively expand its market share in Asia.  We welcome Andrew
to his new role and look forward to his success."

"I am accepting this assignment for RVSI, and I welcome the
opportunity to strengthen and extend the company's distribution
network in the region," Mr. Lee said.  "RVSI's solutions are
already deployed by large manufacturers in the area, and I look
forward to building upon this success."

RVSI's new office in Shanghai is located at Ln. 1038, No. 171
Huashan Road, Suite 1202, Shanghai, PRC (Tel: +86 138-1766-4478).

As further evidence of RVSI's growing strength in the Asia-Pacific
market, RVSI Acuity CiMatrix also announced its selection as
preferred vendor for a significant international traceability
program being implemented in the Philippines by a European-based
automotive electronics manufacturer.  The manufacturer, an
internationally recognized supplier of advanced technology
automotive electronics, has a product line that includes
electronic steering systems, airbag control units, and roll-over
sensors.  These devices carry lengthy service warranties and
require extensive retention of manufacturing and repair records.  
The Data Matrix (a two-dimensional barcode symbol) etched onto
each part provides unit-level traceability of the part across its
full service life.

Acuity CiMatrix is supplying HawkEye 1500-series smart cameras
that will be used to read Data Matrix marks etched on components
manufactured and assembled in the manufacturer's facilities.  The
HawkEye 1500-series readers provide easy setup, line changeover,
and maintenance while delivering consistently high read- and up-
times.  The program has thus far resulted in Data Matrix reader
orders from facilities in the Philippines.

"This is an important contract with long-term potential for RVSI,"
said Mr. England.  "The customer is implementing a global
traceability project built around Data Matrix marks etched
directly on printed circuit boards. They found that their existing
supplier's systems could not read these marks with any
consistency, and so they set out to find a vendor that could.  
After extensive, head-to-head testing that included the latest
generation of Data Matrix reading system from its incumbent
supplier, the customer chose RVSI and placed orders for more than
100 of our HawkEye 1500-series direct part mark readers.

"The same specification that resulted in our selection as vendor
of choice is being implemented by the customer's key
subcontractors, which gives us opportunities to replicate this
success at their facilities in Europe and Asia," Mr. England said.

Robotic Vision Systems, Inc. (NasdaqSC: ROBVE) -- whose June 30,
2003 balance sheet shows a total shareholders' equity deficit of
about $13 million -- has the most comprehensive line of machine
vision systems available today. Headquartered in Nashua, New
Hampshire, with offices worldwide, RVSI is the world leader in
vision-based semiconductor inspection and Data Matrix-based unit-
level traceability. Using leading-edge technology, RVSI joins
vision-enabled process equipment, high- performance optics,
lighting, and advanced hardware and software to assure product
quality, identify and track parts, control manufacturing
processes, and ultimately enhance profits for companies worldwide.
Serving the semiconductor, electronics, aerospace, automotive,
pharmaceutical and packaging industries, RVSI holds approximately
100 patents in a broad range of technologies. For more information
visit http://www.rvsi.com/


RURAL CELLULAR: Commences Trading on Nasdaq National Market
-----------------------------------------------------------
Rural Cellular Corporation (RCCC) has been approved for listing on
The Nasdaq National Market.

Rural Cellular Corporation announced that its Class A Common Stock
has been approved for listing on The Nasdaq National Market. The
move from the Over-The-Counter Bulletin Board to The Nasdaq
National Market became effective at the opening of regular trading
on Tuesday, December 30, 2003.

Rural Cellular Corporation's Class A Common Stock will continue to
trade under the symbol RCCC.

Richard P. Ekstrand, President and Chief Executive Officer,
commented: "This step toward bringing greater visibility and
trading advantages to our equity holders reflects the confidence
we maintain regarding the strength of our business."

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 14 states. For additional
information on the Company and its operations, visit its Web site
at http://www.rccwireless.com/

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $528 million.


SCIENTIFIC GAMES: Will Close Clifton, New Jersey Office
-------------------------------------------------------
Scientific Games Corporation (Nasdaq: SGMS) will close its
Clifton, New Jersey office.

The company anticipates savings of at least $5.0 million annually
from the closing, which is expected to be completed by June 2004.

Lorne Weil, chairman and CEO of Scientific Games, said, "Although
it is never easy to make these decisions, it is vital that we
bring all of our on-line lottery systems people together under one
roof.  When we acquired IGT OnLine Entertainment Systems in
November, Scientific Games gained some exceptional talent.  We
spoke repeatedly about the terrific synergies available to us and
the opportunities for growth that the acquisition would deliver
but we must make this move to take full advantage of them.  By
integrating game development, field operations, and customer
service we will maximize our effectiveness in the on-line market."

Scientific Games Corporation (S&P, BB- Corporate Credit Rating,
Stable Outlook) is the leading integrated supplier of instant
tickets, systems and services to lotteries, and the leading
supplier of wagering systems and services to pari-mutuel
operators.  It is also a licensed pari-mutuel gaming operator in
Connecticut and the Netherlands and is a leading supplier of
prepaid phone cards to telephone companies.  Scientific Games'
customers are in the United States and more than 60 other
countries. For more information about Scientific Games, please
visit its Web site at http://www.scientificgames.com/


SEA CONTAINERS: Rail Unit Gets OK to Bid for Kent Rail Franchise
----------------------------------------------------------------
Sea Containers Ltd., (NYSE: SCRA and SCRB) --
http://www.seacontainers.com/-- passenger and freight  
transportation operator, marine container lessor and leisure
industry investor, announced that its United Kingdom rail
subsidiary, GNER Holdings Ltd., had been given the green light by
Britain's Strategic Rail Authority, to bid for the new Integrated
Kent Rail Franchise which will provide services between London and
southeast England from 2005.

Three other companies have also pre-qualified to bid. Bids will be
submitted in 2004 with a view to the new franchisee taking over in
2005.

The Integrated Kent Franchise differs from GNER's existing
franchise in that it is primarily a commuter service while GNER's
franchise is primarily long distance. However, GNER believes the
main problems today on the routes of the Integrated Kent Franchise
are poor quality service, stations and punctuality. GNER has
demonstrated it has the ability to provide service and travel
conditions of the highest quality and it intends to apply this
expertise to a transformation of existing conditions on the
Integrated Kent Franchise routes.

The new franchise will serve the inner London terminals of
Victoria, Charing Cross, Blackfriars, Cannon Street, Waterloo East
and London Bridge and connect them with Hastings, Ashford,
Folkestone, Dover and Ramsgate. It is expected the franchise will
include new train services using the high speed Channel Tunnel
Rail Link between Folkestone and St. Pancras station in London. In
revenue terms this new franchise should generate in excess of
GBP375 million ($650 million) per annum. The term of the new
franchise is expected to be at least 7 years.

As a separate matter, GNER and Network Rail have signed an
agreement settling GNER's claims for loss of revenue and other
costs arising out of the Hatfield rail disaster in October, 2000.
The agreement provides that GNER will refund GBP4.5 million ($7.9
million) of track access charges over-withheld from Network Rail.
The agreement does not have any adverse earnings impact on GNER.
GNER has also agreed to cap any continuing claims against Network
Rail resulting from Hatfield at the level of normal performance
penalties payable under GNER's track access agreement.

As previously reported, Standard & Poor's Ratings Services revised
its outlook on Sea Containers Ltd. to stable from negative, citing
the company's improving earnings and diminished near-term
refinancing risk. At the same time, Standard & Poor's ratings on
Sea Containers, including the 'BB-' corporate credit rating, were
affirmed.


SELECT MEDICAL CORP: Opens Second Hospital in Wichita, Kansas
-------------------------------------------------------------
Select Medical Corporation (NYSE: SEM) opened a new long-term
acute care hospital located in Wichita, Kansas.  Select Specialty
Hospital - Wichita (Central Campus) is a 35-bed hospital located
within Via Christie Regional Medical Center.  

Select Specialty Hospital - Wichita will treat patients with
serious and often complex medical conditions such as respiratory
failure, neuromuscular disorders, cardiac disorders, non-healing
wounds, renal disorders and cancer.

Robert A. Ortenzio, Select Medical's President and Chief Executive
Officer, commented, "We are pleased to open our fourth hospital in
Kansas and to expand our specialty acute care services in
Wichita."

Select Medical Corporation (S&P, BB- Corporate Credit Rating,
Stable) is a leading operator of specialty hospitals in the United
States.  Select operates 77 long-term acute care hospitals in 24
states.  Select operates four acute medical rehabilitation
hospitals in New Jersey.  Select is also a leading operator of
outpatient rehabilitation clinics in the United States and Canada.
Select operates approximately 829 outpatient rehabilitation
clinics in the United States and Canada.  Select also provides
medical rehabilitation services on a contract basis at nursing
homes, hospitals, assisted living and senior care centers, schools
and worksites.  Information about Select is available at
http://www.selectmedicalcorp.com/


SENIOR HOUSING: Closes $86-Mill. Purchase and Lease Transactions
----------------------------------------------------------------
Senior Housing Properties Trust (NYSE: SNH) closed an $86.6
million purchase and lease transaction with NewSeasons Assisted
Living Communities, Inc.

NewSeasons owns and operates assisted living communities in
Pennsylvania and New Jersey. In the transaction which closed
today, SNH purchased 10 of these communities with resident
capacity of 1,019 for $86.6 million. Simultaneously, NewSeasons
leased these communities from SNH for an initial term ending in
2017, plus tenant renewal option terms thereafter for a total of
30 years. The rent payable to SNH will average approximately $9.3
million/year during the initial lease term; although it will
commence at a lower rate of approximately $8 million/year and then
increase at agreed times during the lease term.

NewSeasons is a subsidiary of Independence Blue Cross, or IBC. IBC
is a large regional health insurance company based in
Philadelphia, Pennsylvania serving approximately 2.9 million lives
in the southeastern Pennsylvania marketplace. IBC has annual
revenues of approximately $8.5 billion. IBC has guaranteed
NewSeasons' financial obligations to SNH.

Six of the 10 communities which SNH has purchased are located in
Pennsylvania and four are located in New Jersey. The occupancy of
these communities at present is approximately 81%. One hundred
percent of the revenues at these communities are paid by residents
from their private resources.

SNH purchased the 10 communities free and clear of all mortgage
debts. SNH funded this purchase by drawings under its revolving
bank credit facility.

In addition to the transaction which closed Monday, SNH,
NewSeasons and IBC have entered an agreement for the possible
expansion of their business relationships by adding up to four
assisted living communities with resident capacity for 540. These
four communities are currently encumbered by mortgage debts. SNH
will purchase these communities if and when these mortgage debts
are prepaid or assumed on terms mutually acceptable to SNH,
NewSeasons, IBC and the lenders, respectively. If all four of
these communities are purchased, SNH's purchase price will be
$28.4 million, the communities will be added to the lease for the
10 properties and the rent payable will be increased pro rata to
the purchase price paid.

Senior Housing Properties Trust (S&P, BB- Corporate Credit Rating,
Stable Outlook) is a real estate investment trust, or REIT, which
invests in senior housing properties, including apartment
buildings for aged residents, independent living properties,
assisted living facilities and nursing homes.


SHARK INDUSTRIES: Turns to Steven Nosek for Bankruptcy Advice
-------------------------------------------------------------
Shark Industries, Ltd., asks for authority from the U.S.
Bankruptcy Court for the District of Minnesota to appoint Steven
B. Nosek, Esq., as its Counsel in these Chapter 11 cases.

The Debtor discloses that it lacks the necessary skills and
knowledge to formulate a Plan of Reorganization, nor does it wish
to proceed pro se during the pending bankruptcy proceedings
without securing the advice of and representation by competent
legal counsel.

The Debtor selected Mr. Nosek because of his knowledge of the
company's financial affairs and business operations and because of
his proven competency in the field of bankruptcy.

As Counsel, Mr. Nosek's services will include:

        * pre-petition planning and analysis of the Debtor's
          financial situation,

        * planned use of cash collateral, post-petition financing,
          and the rendering of advice and assistance to determine
          if Debtor should file a Petition for Relief under Title
          11 of the United States Code,

        * preparation and filing of a Petition for Relief,
          Statement of Financial Affairs, and other documents
          required by the Court,

        * representation of the Debtor at expected adversary
          proceedings,

        * meeting of creditors and formulation of a Plan of
          Reorganization of the Debtor's business.  

The Debtors ask for permission to pay Mr. Nosek his fees and costs
under paydown provisions which would allow the Counsel to issue
monthly statements to the Debtor and the U.S. Trustee and receive
payment for 80% of attorney's fees and 100% of incurred costs, all
prior to obtaining approval of the Court.  Mr. Nosek will make
interim applications and one final application for compensation.  
Holdbacks will be paid only after the Court approves a formal fee
application.

The Debtor believes that Mr. Nosek is disinterested within the
meaning of Section 327 of the U.S. Bankruptcy Code.

Shark Industries Ltd. business is the sale of automotive after
market products. The Debtor filed for Chapter 11 relif on
November 14, 2003, (Bankr. Minn. Case No. 03-37759). Steven B.
Nosek, Esq., represents the Debtor in its restructuring efforts.
When the debtor filed for protection from its creditors, it listed
total assets of $4,418,000 and total debts of $4,564,000.


SOLUTIA INC: Court Okays Trumbull's Appointment as Claims Agent
---------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates believe that their
Chapter 11 cases will involve thousands of creditors and other
parties-in-interest to whom certain notices, including the notice
of the commencement of these cases and the initial meeting of the
Debtors' creditors, must be sent.  This large number of creditors
and parties-in-interest may impose administrative and other
burdens upon the Clerk of the Court during these cases.

Thus, to relieve the Court and the Clerk of the Court of these
burdens, the Debtors sought and obtained permission to employ The
Trumbull Group, LLC and Trumbull Services, LLC as the official
claims and noticing agent in their Chapter 11 cases.

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, informs the Court that Trumbull is a data processing firm
that specializes in claims processing, noticing and other
administrative tasks in Chapter 11 cases.  The Debtors seek to
engage Trumbull, which is on the list of claims agents approved
by the Clerk of the Court, to transmit certain designated
notices, maintain claims files and a claims register, assist the
Debtors with preparation of creditor lists and schedules and
statements of financial affairs, and assist with administrative
functions relating to each of these matters.  The Debtors believe
that Trumbull is well qualified to provide these services.  
Mr. Reilly notes that Trumbull has performed identical or
substantially similar services in several large Chapter 11 cases,

The Debtors propose to engage Trumbull pursuant to the terms and
conditions set forth in an agreement dated October 27, 2003.  
Consistent with the Retention Agreement, the Debtors anticipate
that Trumbull will perform these services as the Claims and
Noticing Agent:

(A) Prepare and serve required notices in these Chapter 11 cases,
    including:

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

    * notice of any claims bar date;

    * notice of any objections to claims;

    * notice of any hearings on a disclosure statement and
      confirmation of a reorganization plan, together with
      related objection deadlines; and

    * any other notices as the Debtors or the Court may deem
      necessary or appropriate for an orderly administration of
      these Chapter 11 cases;

(B) File with the Court a certificate or affidavit of service
    with respect to any notice, within five business days of
    serving the notice, that includes:

    -- a copy of the notice served;
    -- an alphabetical list of persons upon whom the notice was
       served; and
    -- the date and manner of service;

(C) Maintain a list of the Debtors' creditors;

(D) Maintain copies of all proofs of claim and proofs of interest
    filed in these cases until the cases are closed;

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

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

    * the date the proof of claim or proof of interest was
      received by the Court;

    * the claim number assigned to the proof of claim or proof of
      interest;

    * the asserted amount and classification of the claim; and

    * the name of the Debtor against which the claim or interest
      is asserted;

(F) Implement necessary security measures to ensure the
    completeness and integrity of the claims registers;

(G) Transmit to the Clerk of the Court a copy of the claims
    registers on a weekly basis, unless requested by the Clerk of
    the Court on a more or less frequent basis;

(H) Maintain an up-to-date mailing list for all entities that
    have filed proofs of claim or interest in these cases and
    make the list available upon request to the Clerk of the
    Court or, at the expense of the requesting party, to any
    party-in-interest;

(I) Provide access to the public during regular business hours,
    without charge, for examining copies of the proofs of claim
    or interest filed in these cases;

(J) Record all transfers of claims pursuant to Rule 3001(e) of
    the Federal Rules of Bankruptcy Procedure and provide notice
    of these transfers to the extent required by this Bankruptcy
    Rule;

(K) Provide temporary employees to process claims, as necessary;

(L) Assist the Debtors with the solicitation and tabulation of
    votes in connection with any reorganization plan;

(M) Comply promptly with further conditions and requirements as
    the Clerk of the Court or the Court may at any time
    prescribe;

(N) Provide other claims processing, noticing, consulting and
    related administrative services as may be requested from time
    to time by the Debtors; and

(O) Assist the Debtors with, among other things, the preparation
    of their schedules of assets and liabilities, statements of
    financial affairs and master creditor lists and any
    amendments, and the reconciliation and resolution of claims
    and other related services and technical support in
    connection with all these matters.

The Debtors propose to pay Trumbull for its services from the
assets of their estates.  The compensation and fees to be
provided to Trumbull are set forth in a Retention Agreement and
are subject to adjustment by Trumbull on the first year
anniversary of the Retention Agreement and every twelve months
after, provided that Trumbull grants the Debtors 60 days notice
of any increase in compensation or fees.  The Debtors believe
that the compensation and fees sought by Trumbull are fair and
reasonable.

Before the Petition Date, the Debtors paid Trumbull a $10,000
retainer in accordance with the Retention Agreement.  The
Retention Agreement contemplates that invoices will be paid upon
submission from the retainer, which will then be replenished by
the Debtors within 30 days of receiving the invoices.  At the
conclusion of Trumbull's engagement, the retainer will be applied
to pay Trumbull's outstanding invoices or, if there are no
invoices outstanding, will be returned to the Debtors.

The Debtors propose to pay, in the ordinary course of business,
Trumbull's fees and expenses for services under the Retention
Agreement upon the submission of monthly invoices summarizing, in
reasonable detail, the services for which compensation is sought.  
Trumbull will maintain detailed records of any actual and
necessary costs and expenses incurred in connection with the
services performed under the Retention Agreement.  Trumbull will
also submit to the United States Trustee, on a monthly basis,
copies of the invoices submitted to the Debtors.

Because Trumbull would be an administrative agent and adjunct to
the Court, the Debtors do not believe that Trumbull is a
"professional" whose retention is subject to approval under
Sections 327 and 328 of the Bankruptcy Code or whose compensation
is subject to the Court's approval under Sections 330 and 331.  
Nevertheless, Trumbull complies with the standards for employing
or retaining these professionals.  

Lorenzo Mendizabal, Trumbull's President, assures the Court that:

   -- neither Trumbull nor any of its employees holds or
      represents any interest adverse to the Debtors' estates or
      creditors;  

   -- Trumbull is a "disinterested person" pursuant to Sections
      101(14) and 1107(b) of the Bankruptcy Code. (Solutia
      Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
      Inc., 215/945-7000)


SOUTHWALL TECH.: Appoints George Boyadjieff as New Chairman
-----------------------------------------------------------
Southwall Technologies Inc. (Nasdaq:SWTX), a global developer,
manufacturer and marketer of thin-film coatings for the electronic
display, automotive glass and architectural markets, announced
that on Dec. 19, 2003, the Southwall board of directors appointed
George Boyadjieff as its new chairman.

The appointment was a condition of the recently announced bank
guarantee and equity financing package led by Needham & Company,
Inc.

Boyadjieff succeeds Joseph P. Reagan, who will continue as a
Southwall director. As the chairman emeritus and recently retired
chief executive officer of Varco International, Inc. (NYSE:VRC),
Boyadjieff led the diversified oilfield equipment manufacturer and
service provider to over $1.3 billion in fiscal 2002 revenues.
After joining Varco in 1969, he served as CEO from 1991 through
2002 and chairman of the board from 1998 to 2003.

"I'm very pleased to have the opportunity to help guide Southwall
in restructuring the business," said Boyadjieff. "We have a solid
management team in place and exciting potential growth
opportunities in front of us, particularly in the flat panel
display market."

"George brings a wealth of business experience and knowledge to
Southwall," commented Thomas G. Hood, president and chief
executive officer. "We are fortunate to have someone with George's
background on board and are looking forward to his contributions
as our business gains momentum during 2004."

Southwall Technologies Inc., designs and produces thin film
coatings that selectively absorb, reflect or transmit light.
Southwall products are used in a number of automotive, electronic
display and architectural glass products to enhance optical and
thermal performance characteristics, improve user comfort and
reduce energy costs. Southwall is an ISO 9001:2000-certified
manufacturer and exports advanced thin film coatings to over 25
countries around the world. Southwall's customers include Audi,
BMW, DaimlerChrysler, Hewlett-Packard, Mitsubishi Electric, Mitsui
Chemicals, Peugeot-Citroen, Pilkington, Renault, Saint-Gobain
SEKURIT, and Volvo.

                         *     *     *

           Liquidity and Going Concern Uncertainty

In its most recent Form 10-Q filed with the Securities and
Exchange Commission, Southwall Technologies reported:

Liquidity:

"Our cash and cash equivalents increased by $0.4 million from $2.0
million at December 31, 2002, to $2.4 million at June 29, 2003.
Cash provided by operating activities for the first six months of
2003 increased by $1.7 million, from $0.07 million provided during
the first six months of 2002, to $1.8 million provided during the
first six months of 2003. The increase in cash provided by
operating activities was primarily the result of a decrease in
accounts receivable and inventory, and partially offset by a
reduction in accounts payable and accrued liabilities. The cash
used in investing activities decreased by $0.3 million, from $2.6
million during the first six months of 2002, to $2.4 million
during the first six months of 2003. The decrease in cash used in
investing activities was primarily the result of lower capital
expenditures and a reduction in restricted cash. Cash generated
from financing activities decreased by $0.5 million, from $1.6
million during the first six months of 2002, to $1.1 million
during the first six months of 2003. The decrease was primarily
attributable to significantly less cash received through the
exercise of employee stock options, partially offset by additional
borrowings from our lines of credit during the first six months of
2003.

"We entered into an agreement with the Saxony government in May
1999 under which we receive investment grants. Since 1999 through
June 29, 2003, we had received $6.4 million cumulatively of the
grants and accounted for these grants by applying the proceeds
received to reduce the cost of our fixed assets of our Dresden
manufacturing facility. If we fail to meet certain requirements in
connection with these grants, the Saxony government has the right
to demand repayment of the grants (see Note 6 - Government Grants
and Investment Allowances, in the notes to condensed consolidated
financial statements included herewith). Since 1999 through June
29, 2003, we had also received $5.7 million in investment
allowances, which are reimbursements for capital expenditures,
from the Saxony government and those proceeds were also applied to
reduce the cost of our fixed assets of our Dresden manufacturing
facility. We expect to receive approximately $1.0 million in
investment allowances in the second half of 2003, based on
investments made during 2002. The funds received have been applied
to reduce the cost of our fixed assets of our Dresden
manufacturing facility. Additionally, we have received $0.5
million of Saxony government grants that as of June 29, 2003 were
recorded as an advance until we earn the grant through future
expenditures. The total annual amount of investment grants and
investment allowances that we are entitled to seek varies from
year to year based upon the amount of our capital expenditures
that meet certain requirements of the Saxony government.
Generally, we are not eligible to seek total investment grants and
allowances for any year in excess of 33% of our eligible capital
expenditures for that year. We expect to continue to finance a
portion of our capital expenditures in Dresden with additional
grants from the Saxony government and additional loans from German
banks, some of which may be guaranteed by the Saxony government.
However, we cannot guarantee that we will be eligible for or will
receive additional grants in the future from the Saxony
government. Under the terms of our grant agreement with the Saxony
government, we are required to meet investment and hiring targets
by June 30, 2006. If we fail to meet those targets, the Saxony
government is permitted to require us to repay all grants and
investment allowances previously received by us from the Saxony
government.

Borrowing arrangements:

"On May 16, 2003, the Company entered into a $10.0 million
receivable financing line of credit agreements with a financial
institution that expires on May 16, 2004, subject to automatic
one- year renewals unless terminated at any time by either party.
The line of credit bears an annual interest rate of 7% above the
financial institution's Base Rate (which was 4% at June 29, 2003),
and is calculated based on the average daily accounts receivable
against which the Company has borrowed. Half of the $10.0 million
line of credit is represented by a $5.0 million credit line,
guaranteed by the United States Export-Import Bank. Availability
under the EXIM line is limited to 90% of eligible foreign
receivables acceptable to the lender. The remaining $5.0 million
portion of the $10.0 million credit line is supported by domestic
receivables. Availability under the domestic line of credit is
limited to 70% of eligible domestic receivable acceptable to the
lender. The financial institution reserves the right to lower the
70% and 90% of eligible receivable standards for borrowings under
the credit agreements. In connection with the line of credit, the
Company granted to the bank a lien upon and security interest in,
and right of set off with respect to all of the Company's right,
title and interest in all personal property and other assets, but
not certain of the Company Dresden assets and properties. The
borrowing arrangements require the Company to maintain minimum net
tangible net worth of $33.0 million, current ratio of at least
0.70, and revenues equal to or greater than 80% of revenues
projected. As part of the agreements, the Company incurred and
paid a one-time commitment fee of $0.1 million in the second
quarter of 2003, which will be amortized over the life of the
agreements. As of June 29, 2003, the Company had approximately
$3.0 million of borrowings outstanding and $1.8 million of
availability under the line of credit. The Company was in
compliance with all financial covenants as of June 29, 2003.

"At December 31, 2001 and 2002, we were not in compliance with
certain of the covenants of the guarantee by Teijin of the
Japanese bank loan. Teijin and the Japanese bank waived the
defaults under Teijin's guarantee of the loan that may exist for
any measurement period through and including September 30, 2003
arising out of our failure to comply with the minimum quick ratio,
tangible net worth and maximum debt/tangible net worth covenants.
The waiver was conditioned on our agreement to prepay $2.5 million
of the debt out of the proceeds of our follow-on public offering,
which prepayment of $2.5 million along with a scheduled principal
payment of $1.25 million was made on November 6, 2002. On May 6,
2003, we made a scheduled payment of $1.25 million. Under the
terms of the loan agreement, the remaining balance of $1.25
million outstanding under this loan at June 29, 2003 is due on
November 6, 2003. Accordingly, we have classified it as current.

"Our borrowing arrangements with various German banks as of June
29, 2003 are described in Note 5 - Term Debt in the condensed
consolidated financial statements. We are in compliance with all
of the covenants of the German bank loans, and we have classified
$9.5 million outstanding under the German bank loans as a long-
term liability at June 29, 2003.

"We are in default under a master sale-leaseback agreement with
respect to two of our production machines. We have withheld lease
payments in connection with a dispute with the leasing company. An
agent purporting to act on behalf of the leasing company has
recently filed suit against us to recover the unpaid lease
payments and the alleged residual value of the machines, totaling
$6.5 million in the aggregate. The leasing company holds a
security interest in the production machines and may be able to
repossess them. As a result, we have classified all $3.3 million
outstanding under those agreements as short-term capital lease
liabilities as of June 29, 2003.

Capital expenditures:

"We anticipate spending approximately $4.0 million in capital
expenditures in 2003, approximately $1.2 million of which will
consist of progress payments for a production machine (PM 10) in
Dresden, approximately $1.5 million of which will be used to
install a new enterprise resource planning system, and
approximately $1.3 million of which will be used to maintain and
upgrade our production facilities in Palo Alto and Tempe. For the
first six months of 2003, we incurred $2.2  million in capital
expenditures, compared to $3.2 million in capital expenditures for
the same period in 2002.

Financing needs:

"We have prepared our consolidated financial statements assuming
we will continue as a going concern and meet our obligations as
they become due. We incurred a net loss in the first six months of
2003, and expect to incur net losses through the remainder of
2003. These factors together with our working capital position and
our significant debt service and other contractual obligations at
June 29, 2003 raise substantial doubt about our ability to
continue as a going concern. We will continue to look for
additional financing to fund our operations. However, we cannot
provide any assurance that alternative sources of financing will
be available at all or on terms acceptable to us. If we are unable
to obtain additional financing sources, we may be unable to
satisfactorily meet all our cash commitments required to fully
implement our business plans.

"In December 2002, we restructured our operations to reduce our
cost structure by reducing our work force in Palo Alto and
vacating excess facilities after consolidating our operations in
Palo Alto. These actions are expected to help improve our
operating results in 2003 but will continue to impact our
operating cash flows until our lease commitments for the excess
facilities expire in December 2004."


SPEIZMAN IND.: SouthTrust Bank Agrees to Forbear Until March 31
---------------------------------------------------------------
Speizman Industries, Inc. (OTC Bulletin Board: SPZN) reported
that, effective December 31, 2003, it entered into a Seventh
Amendment and Forbearance Agreement relating to its credit
facility with SouthTrust Bank, extending the maturity date until
March 31, 2004.  

The credit facility as amended provides a revolving credit
facility up to $8.0 million and an additional line of credit for
issuance of documentary letters of credit up to $4.5 million.  

The availability under the combined facility is limited to a
borrowing base as defined by the bank.  The Company, as of
December 27, 2003, had borrowings with SouthTrust Bank of $7.2
million under the revolving credit facility and had unused
availability under both lines of $1.4 million.

Speizman Industries is a leader in the sale and distribution of
specialized industrial machinery, parts and equipment.  The
Company acts as exclusive distributor in the United States,
Canada, and Mexico for leading Italian manufacturers of textile
equipment and is a leading distributor in the United States of
industrial laundry equipment representing several United States
manufacturers.

For additional information on Speizman Industries, visit the
Company's Web site at http://www.speizman.com/

As reported in Troubled Company Reporter's April 7, 2003 edition,
Speizman Industries, effective March 31, 2003, entered into a
Sixth Amendment and Forbearance Agreement relating to its credit
facility with SouthTrust Bank, extending the maturity date until
December 31, 2003. The credit facility as amended provides a
revolving credit facility up to $10.0 million and an additional
line of credit for issuance of documentary letters of credit up to
$7.5 million. The availability under the combined facility is
limited to a borrowing base as defined by the bank. The Company,
as of March 31, 2003, had borrowings with SouthTrust Bank of $4.8
million under the revolving credit facility and had unused
availability of $2.5 million.


SPIEGEL: Court Approves BDO Seidman's Engagement as Accountants
---------------------------------------------------------------
The Spiegel Group Debtors sought and obtained the Court's
authority to employ BDO Seidman, LLP as their independent public
accountants nunc pro tunc to December 1, 2003.

BDO is a national professional services firm providing assurance,
tax, financial advisory and consulting services to private and
publicly traded businesses.  For more than 90 years, BDO has
provided quality service and leadership through the active
involvement of its most experienced and committed professionals.
BDO serves clients through more than 35 offices and 200 alliance
firm locations nationwide.  As a member firm of BDO
International, BDO serves clients by leveraging a global
distribution network of resources comprised of nearly 600 member
firm offices in 100 countries.

In March 2003, the Debtors entered into a consent and stipulation
with the Securities and Exchange Commission resolving, in part,
claims asserted in an action brought against the Debtors by the
SEC.  Under the Stipulation, the Debtors consented to the
appointment of an independent examiner by the United States
District Court for the Northern District of Illinois Eastern
Division to review their financial records since January 1, 2000,
and to provide a report to the Illinois District Court and other
parties regarding their financial condition and financial
accounting.  

On September 5, 2003, the independent examiner submitted a report
to the Illinois District Court and other parties.  The
Independent Examiner's Report identified accounting issues and
raised concerns about the audit work KPMG LLP performed.  Due to
the questions raised in the Independent Examiner's Report, the
Debtors concluded that their interests would be best served by
bringing in new auditors.  Accordingly, on November 17, 2003, the
Debtors terminated KPMG's engagement.

BDO has stated its desire and willingness to act as the Debtors'
independent public accountants and render the necessary
professional services they require.  Moreover, the Debtors
believe that BDO is well qualified to serve as their independent
public accountants.  

BDO will provide assurance, tax, financial advisory and
consulting services typical of a national independent public
accounting firm including:

   (a) Audit

       Auditing the Debtors' consolidated balance sheet as of
       December 31, 2003 and the related consolidated statements
       of operations, stockholders' equity and cash flows for the
       year then ending in accordance with auditing standards
       generally accepted in the United States of America and
       expressing an opinion on the Debtors' financial statements
       based on that audit.

   (b) Reviews of Interim Financial Information

       Review of the unaudited condensed quarterly financial
       statements to be filed with the Securities and Exchange
       Commission for the quarters ended March 31, June 30, and  
       September 30, 2003, and of the unaudited financial
       information for the quarter ending December 31, 2003 to be
       included in a note to the annual financial statements to
       be included in Form 10-K.

   (c) Other Services

       In addition, BDO will apply auditing procedures to
       financial statements for the years ended December 31, 2002
       and 2001, as required and as requested by the Debtors.  
       However, BDO can give no assurances that those procedures
       will result in a report from them regarding those earlier
       period financial statements.  At the Debtors' request, BDO
       may also provide consulting services with respect to
       current business, operational, accounting, and auditing
       matters affecting them.

James L. Garrity, Jr., Esq., at Shearman & Sterling, in New York,
maintains that the functions to be performed by BDO will ensure
the most economic and effective means for the Debtors to be
represented in and during their Chapter 11 cases while continuing
to operate their businesses.

The Debtors will compensate BDO based on the time expended in
rendering the professional services at billing rates commensurate
with the experience and position of the professional performing
the services and will be computed at the hourly billing rates
customarily charged by BDO:

     Partners                    $400 - 600
     Senior Managers              300 - 400
     Managers                     200 - 300
     Seniors                      140 - 225
     Associates                    85 - 160

The Debtors will also reimburse BDO for its reasonable out-of
pocket expenses and internal charges for certain support
activities.

James J. Gerace, a partner at BDO, assures the Court that the
firm does not hold or represent any interest adverse to any
of the Debtors with respect to the matters on which it is to be
employed.  Mr. Gerace also attests that BDO has no relationship
to the Debtors, any of the Debtors' significant creditors,
certain other parties-in-interest in their Chapter 11 cases, or
to the attorneys that are known to be assisting them in their
Chapter 11 cases.  BDO is a "disinterested person" as the term is
defined is Section 101(14) of the Bankruptcy Code.

As required by applicable law, the Debtors will not indemnify BDO
from claims that arise from its work product.  The BDO Engagement
Letter, however, provides that the Debtors agree to indemnify BDO
from any and all claims that may arise from any differences
between the electronic version of the financial statements and
audit report presented on the Debtors' web site, now and in the
future, and the signed version of the financial statements and
audit report provided to the audit committee and the Debtors'
management by BDO. (Spiegel Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


STOLT OFFSHORE: Obtains Further Waiver Extension Until April 30
---------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO)
obtained an extension from December 15, 2003 until April 30, 2004
of the waiver of banking covenants.

Stolt Offshore continues discussions with its lenders towards a
long-term agreement.

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas


SYMBOL: Federal Appeals Court Dismisses Appeal vs. Metrologic
-------------------------------------------------------------
Metrologic Instruments, Inc. (NASDAQ: MTLG), experts in optical
image capture and processing solutions for a variety of point-of-
sale, commercial and industrial applications, announced that in a
decision entered on December 23, 2003, the United States Court of
Appeals for the Second Circuit dismissed Symbol Technologies,
Inc.'s (NYSE: SBL) appeal against Metrologic for lack of
jurisdiction.

Symbol had appealed the earlier decision of the United States
District Court for the Eastern District of New York, which had
granted Metrologic's motion for summary judgment on Symbol's
breach of contract claims in the action between the parties.

Metrologic designs, manufactures and markets bar code scanning and
high-speed automated data capture systems solutions using laser,
holographic, camera and vision-based technologies. Metrologic
offers expertise in 1D and 2D bar code reading, portable data
collection, optical character recognition, image lift, and parcel
dimensioning and singulation detection for customers in retail,
commercial, manufacturing, transportation and logistics, and
postal and parcel delivery industries. In addition to its
extensive line of bar code scanning and vision system equipment,
Metrologic also provides laser beam delivery and control systems
to semi-conductor and fiber optic manufacturers, as well as a
variety of highly sophisticated optical systems. Metrologic
products are sold in more than 110 countries worldwide through
Metrologic's sales, service and distribution offices located in
North and South America, Europe and Asia.

Symbol Technologies, Inc. delivers enterprise mobility solutions
that enable anywhere, anytime data and voice communication
designed to increase productivity, reduce costs and realize
competitive advantage. Symbol systems and services integrate
ruggedized mobile computing, advanced data capture, wireless
networking and mobility software for the world's leading
retailers, transportation and logistics companies, manufacturers,
government agencies and providers of healthcare, hospitality and
security. More information is available at http://www.symbol.com/

                         *     *     *

As reported in Troubled Company Reporter's September 19, 2003
edition, Symbol Technologies reached agreement with its bank group
to extend the Company's credit facility waiver for 60 days. The
waiver allows Symbol additional time to become current with its
periodic filings with the Securities and Exchange Commission.

As part of the agreement, Symbol reduced the credit facility from
$350 million to $100 million. The credit agreement originally was
signed in late 1998 and will expire by its terms in January 2004.

The previously reported investigations by the SEC and the U.S.
Attorney's office are ongoing. The Company intends to file with
the SEC its 2002 Annual Report on Form 10-K as well as Forms 10-Q
for the 2003 first and second quarters upon the completion of
their audits by the Company's external auditors.


TECH LABORATORIES: Must Generate Fresh Funds to Continue Ops.
-------------------------------------------------------------
As a result of operating losses and negative cash flows
experienced during 2001 and 2002, and continuing in 2003, Tech
Laboratories Inc. has a tenuous liquidity position. If sales do
not improve or alternate financing is not obtained, substantial
doubt exists about Tech Labs' ability to continue as a going
concern.

Sales were $32,619 for the third quarter of 2003 as compared to
$42,597 for the similar period of 2002. This decrease was due to
the continuing effects of the economic downturn.

Cost of sales of $28,338 for the third quarter of 2003 has
inreased by $7,962 compared to the same period of 2002, primarily
due to inefficiencies caused by the sales decline.

Selling, administrative, and general expenses decreased by
$421,112 compared to the same period of 2002 due to reductions in
marketing, sales, and administrative expense necessitated by sales
reductions offset by accruals of executive salaries not paid to
date, in 2003.

Loss from operations of $223,768 improved $3,172 compared to a
loss of $226,940 for the prior period as a direct result of cost
reductions.

The Company's operating activities generated a negative cash flow
of $22,550 during the nine months ended Sept. 30, 2003, as
compared to a negative cash flow of $755,715 during the nine
months ended Sept. 30, 2002.


TECHCANA: Fin'l Workout Efforts Yield Positive Results in 2003
--------------------------------------------------------------
TechCana announces that during the period covering its last
financial year, subsidiary Pan-O-Starr inc., generated sales in
the amount of $1.4M, which resulted in operation losses of $3.2M.

Because of these poor results, the company took certain steps
towards major financial restructuring during the year. This
required exercise greatly reduced the company's internal
activities as well as its credibility in the marketplace. The
funds absorbed by the subsidiary and the running costs of the
company have practically eaten up all of the remaining capital
contributions which amounted to $1.5M as outlined in the
consolidated statements ending July 31, 2003.

On a positive note, financial restructuring has resulted in
reducing the debt and realizing gains on settlement of debt in the
amount of $3.1M. This operation has allowed closing of the
financial year with benefits amounting to $0.4M which, translates
into a profit of $0.03 per share on a fully diluted basis. In this
context, the company has also gone ahead with striking out
pre-launch capitalization costs and the cost of capitalized
financing which amounts to approximately $0.5M. These amounts have
been charged back to the administration and financial costs of the
company.

Stagnation of sales over the last months of this financial year
was the cause of significant cash drain on the company so it was
decided to cease manufacturing operations as of last July 11. A
significant investment program that included the purchase of
equipment amounting to approximately $0.5M has been put on the
back burner in order to give us time to evaluate the competitive
positioning of POS in the manufacturing of birch furniture panels.
Various studies are underway which might result in the realignment
of the company's original mission. Studies and discussions are
underway with various potential strategic partners making it
possible to take appropriate action early in 2004.

All possible efforts will be taken to allow the re-launching of
this company into a niche market that is profitable in the short
term while ensuring the company's future in the marketplace.

Keep in mind that uncertainty brought about by the revival of the
company and the lack of a well defined business plan outlining the
future of POS would bring back the complete long-term debt to
short term liabilities and cause balance of payment problems
consequently which would in turn destabilize TechCana's financial
situation on a consolidated basis. Management is of the opinion
that certain arrangements with secured creditors are possible with
a well defined business plan and the possibility of new injection
of funds.

Management and members of the Board of Directors are confident
that studies presently underway and discussions being held with
various potential partners will allow re-launching of POS early in
2004.


THAXTON GROUP: Seeks Nod to Employ Rayburn Cooper as Co-Counsel
---------------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ the legal services of Rayburn, Cooper & Durham, PA as Co-
Counsel in these bankruptcy cases.

The Debtors selected Rayburn Cooper, among other reasons presented
to the Court, for the knowledge the firm has acquired from its
prepetition employment by the Company.

In this engagement, Rayburn Cooper will:

     a) give Debtors legal advice with respect to its powers and
        duties as debtors in possession in the continued
        operation of their businesses and management of their
        assets and properties;

     b) assist in taking all necessary action to protect and
        preserve the Debtors' estates, including the prosecution
        of actions on the Debtors' behalves, the defense of any
        actions commenced against the Debtors, the negotiation
        of disputed in which the Debtors are involved, and in
        preparation of objections to claims filed against the
        Debtors' estates;

     c) assist in preparing on behalf of the Debtors all
        necessary schedules, statements, applications, answers,
        orders, reports, motions and notices for the sale of
        assets and other legal papers in connection with the
        administration of the estates;

     d) advise and assist in formulating and preparing a plan of
        reorganization on behalf of the Debtors, the related
        disclosure statement, and any revisions, amendments
        relating to such documents, and all related materials;
        and

     e) perform all other legal services for Debtors as debtors
        in possession which may be necessary in these cases.

The schedule of billing rates for Rayburn Cooper professionals is:

     Attorneys
     ---------
       C. Richard Rayburn, Jr.         $400 per hour
       Albert F. Durham                $330 per hour
       W. Scott Cooper                 $280 per hour
       Paul R. Baynard                 $250 per hour
       Patricia B. Edmondson           $215 per hour
       James B. Gatehouse              $205 per hour
       G. Kirkland Hardymon            $205 per hour
       Sherry L. Huckabee              $170 per hour
       David S. Melin                  $155 per hour
       J. Christopher Riddle           $140 per hour
       John R. Miller, Jr.             $125 per hour
       Heather N. Johnson              $115 per hour
       Ross R. Fulton                  $115 per hour

     Paralegals
     ----------
       Shannon L. Myers                $ 85 per hour
       Julia L. Robinson               $ 85 per hour
       Lisa S. Kelly                   $ 70 per hour

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company filed for chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Michael G. Busenkell, Esq., and
Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell
represent the Debtor in their restructuring efforts.  When the
Company filed for protection from it creditors, it listed
$206,000,000 in total assets and $242,000,000 in total debts.


TRI-UNION: Secures OK to Hire Burns Wooley as Litigation Counsel
----------------------------------------------------------------
Tri-Union Development Corporation and Tri-Union Operating Company
sought and obtained approval from the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, to retain Burns,
Wooley, Marseglia & Zabel, LLP as Special Litigation Counsel.

Tri-Union is a co-defendant in a state court lawsuit brought by
royalty owners and other non-operating working interest owners for
unpaid royalties and underpaid working interest in wells operated
by Tri-Union and in which it is a working interest owner.  The
case was originally styled Helton v. Tri-Union, Cause No. 97-28512
and was pending before the 80th Judicial District Court of Harris
County, Texas until it was dismissed for want of prosecution.  For
the past two years, the State Court Action was abated pending
resolution of an adversary created when Tri-Union removed the
claims against it to the bankruptcy court. Burns Wooley represents
the Debtors in the Helton Litigation. In addition, Burns Wooley
was retained for five other oil and gas litigation matters.

The Debtors selected Burns Wooley to act as special litigation
counsel because of its extensive experience and knowledge of the
Helton Litigation and other oil and gas litigation matters.  The
interruption and duplicative costs associated with obtaining
substitute counsel to replace Burns Wooley at this point would
harm the Debtors, their bankruptcy estates and their creditors.

Consequently, the Court gave the Debtors an authority to continue
employing Burns Wooley in the Helton Litigation and in any other
oil and gas litigation matters.  

Thomas A. Zabel, Esq., reports that Burns Wooley will bill the
Debtors at its current hourly rates:

          Partners                  $200 to $350 per hour
          Of Counsel and Special    $250 to $300 per hour
          Associates                $165 to $200 per hour
          Legal Assistants          $50 to $100 per hour

Headquartered in Houston, Texas, Tri-Union Development Corporation
is an independent oil and natural gas company engaged in the
acquisition, development, exploration and production of oil and
natural gas properties. The Company filed for chapter 11
protection on October 20, 2003 (Bankr. S.D. Tex. Case No. 03-
44908).  Charles A Beckham, Jr., Esq., Eric B. Terry, Esq., JoAnn
Lippman, Esq., and Patrick Lamont Hughes, Esq., at Haynes & Boone
represent the Debtors in their restructuring efforts.  As of March
31, 2003, the Debtors listed $117,620,142 in total assets and
$167,519,109 in total debts.


UNIFI INC: Continuing Joint Venture Talks with Kaiping Polyester
----------------------------------------------------------------
Unifi, Inc. (NYSE: UFI) announced that discussions related to a
joint venture with Kaiping Polyester Enterprises Group are
continuing into 2004.  The company originally announced that
negotiations were expected to conclude by the end of calendar
2003.

Brian Parke, chief executive officer for Unifi said, "The
negotiations are continuing with satisfactory progress and
results.  However, this is an extremely complicated deal that
requires an extraordinary amount of work to bring to the point of
closure and implementation.  We are moving toward the approval
stage, but we want to be realistic in our expectations as to how
long this final process may take.  Obviously, at this time there
are no assurances that we will close the proposed deal."

Unifi Inc. (NYSE: UFI) (S&P, B+ Corporate Credit and Senior
Unsecured Debt Ratings, Negative Outlook) is one of the world's
largest producers and processors of textured yarns.  The company's
primary business is the texturing, dyeing, twisting, covering, and
beaming of multi-filament polyester and nylon yarns.  Unifi's
textured yarns are found in home furnishings, apparel, and
industrial fabrics, automotive, upholstery, hosiery, and sewing
thread.  For more information about Unifi, visit
http://www.unifi-inc.com/


VERIDIEN: Losses and Capital Deficit Raise Going Concern Doubt
--------------------------------------------------------------
Veridien Corporation is a Health Care company incorporated in
Delaware focusing on infection control and other Healthy Lifestyle
products. The Company has developed patented and unique products
including Surface Disinfectants, Antiseptic Hand Cleansers,
Instrument Presoak and SUN PROTECTION PRODUCTS.

The flagship product, VIRAHOL, Hospital Disinfectant/Cleaner &
Instrument Presoak, is now being marketed as VIRAGUARD, Hospital
Disinfectant/Cleaner & Instrument Presoak. VIRAGUARD, Hospital
Disinfectant/Cleaner & Instrument Presoak and VIRAGUARD, Hospital
Surface Disinfectant Towelette are EPA registered disinfectants
designed for effective disinfecting, cleaning and deodorizing of
hard, inanimate nonporous surfaces. VIRAGUARD, Antiseptic Hand Gel
and VIRAGUARD, Antimicrobial Hand Wipes, which are regulated by
the FDA and utilize Veridien's patented formulation, are effective
against germs when soap and water hand washing is not possible.

The Company has incurred losses since its incorporation. At
September 30, 2003, the Company had an accumulated deficit of
$34,576,104. Historically, the principal source of financing for
the Company's research and development and business activities
have been through sales, equity offerings, and debt. As of
September 30, 2003 and September 30, 2002 it had working capital
deficits of approximately $3,838,617 and $2,634,354 respectively.
Its independent certified public accountants stated in their
report on the 2002 consolidated financial statements that due to
losses from operations and a working capital deficit, there is
substantial doubt about the Company's ability to continue as a
going concern.

Veridien is addressing the going concern issue in virtually every
aspect of its operation. It continues to cut operating expenses
and are successfully changing its product mix such that the
Company is achieving improved margins. Because of its significant
losses incurred since inception, it has become substantially
dependent on (1)loans from officers, directors, and third parties,
(2)private placements of its securities, (3) revenue from sales,
and (4)liquidation of its marketable securities to fund
operations.


VIDEO WITHOUT BOUNDARIES: Funds Insufficient to Meet Cash Needs
---------------------------------------------------------------
Video Without Boundaries now provides products and services in the
converging digital media on demand, enhanced home entertainment
and emerging interactive consumer electronics markets. VWB is
focused on home entertainment media products and solutions that
enhance the consumer experience, while providing new revenue
opportunities for online music and movie content providers. VWB is
becoming a supplier of broadband products, services and content
including its ability to deliver broadcast quality digital video
and web interactivity at transfer rates as low as 56K.

Video Without Boundaries a provider of streaming digital media and
video on demand services, has recently taken actions to reduce the
company's operating cost. These changes will also balance the
company's investment across its two key markets: streaming digital
media and video on demand services. Due to the continued decline
in economic activity and weakened capital and business spending
for emerging technology products and services, VWB has redirected
its human and capital resources towards its most profitable
products and services, while reducing its exposure to unprofitable
markets.

The company is attempting to develop new business partnerships in
regards to its streaming media business within the home
entertainment marketplace. Over the last 12 months, all major PC,
consumer electronics, and set-top box manufactures have added
streaming media players within their products to capitalize on the
growth of broadband connections and streaming content offered over
the Internet. With more than 10 million broadband households and
nearly 35 million broadband-enabled screens, VWB is attempting to
capitalize on the growth of this market through its professional
services division and potential new partnerships and business
ventures.

As of September 30, 2003 the Company had cash and net working
capital of $70,856 and a deficit $1,143,687, respectively. The
Company believes that its current working capital, and cash
generated from operations will not be sufficient to meet the
Company's cash requirements for the next twelve months without the
ability to obtain profitable operations and/or obtain additional
financing which the Company is in negotiation to receive. Its
independent public accountant has included as a footnote in their
report on the Company's financial statements, stating that certain
factors raise substantial doubt about Video Without Boundaries'
ability to continue as a going concern.

If the Company is not successful in generating sufficient cash
flow from operations or in raising additional capital when
required in sufficient amounts and on acceptable terms, these
failures could have a material adverse effect on the Company's
business, results of operations and financial condition. If
additional funds are raised through the issuance of equity
securities, the percentage ownership of the Company's then-current
stockholders would be diluted.

There can be no assurance that the Company will be able to raise
any required capital necessary to achieve its targeted growth
rates and future continuance on favorable terms or at all.


VOLUME SERVICES: Declares Cash Dividend Payable on January 20
-------------------------------------------------------------
Volume Services America Holdings, Inc. (AMEX:CVP)(TSX:CVP.UN)
announced that its Board of Directors has approved a cash dividend
of U.S.$0.088 per share of common stock, to be payable on January
20, 2004 to shareholders of record at the close of business on
January 9, 2004.

Each of the Income Deposit Securities issued by the company in its
recent public offering includes one share of common stock. The
amount of the dividend reflects both the anticipated monthly
dividend of U.S.$0.066 per share for the period beginning December
20, 2003 and ending January 19, 2004, plus U.S.$0.022 per share
for the period beginning December 10, 2003 and ending December 19,
2003.

Centerplate, the tradename for Volume Services America Holdings,
Inc.'s operating businesses, is a leading provider of catering,
concessions, merchandise and facilities management services for
sports facilities, convention centers and other entertainment
venues. Visit the company online at http://www.centerplate.com/

                         *    *    *

As previously reported, Moody's Investors Service withdrew all its
ratings for Volume Services, Inc.

                        Withdrawn Ratings

        - B1 $184 million secured Bank Loan rating
        - B3 $100 million 11.25% senior subordinated notes
            (2009) rating
        - B1 Senior implied rating, and
        - B2 Long-term issuer rating.


WCI COMMUNITIES: Expands into NW Florida with New Acquisition
-------------------------------------------------------------
Building on its success of developing lifestyle-rich, luxury
residential communities, WCI Communities, Inc. (NYSE:WCI) acquired
400 acres in Perdido Key near Pensacola, Florida.

WCI's acquisition marks the company's first expansion into
Northwest Florida, a housing market that has expanded sharply
since 1999.

WCI acquired the property from previous owners under Chapter 11
bankruptcy protection with approvals intact, and WCI will repay
secured and unsecured creditors 100-percent of their claims prior
to starting development activity. Terms of the sale were not
disclosed.

The 400 acres purchased by WCI on Perdido Key consists of 116
acres of protected preserve and 165 acres of developable land. The
purchase also includes a 200 foot-wide beachfront site on the Gulf
of Mexico immediately adjacent to the south of the primary piece
of property.

"As developable waterfront property becomes scarce, the
opportunity to acquire property such as Perdido Key is rare. With
WCI's expertise in developing leisure-oriented master-planned
communities, we believe our development of Lost Key will be an
economic benefit and a natural addition to the area," stated Wanda
Cross, WCI's division president responsible for the development of
Lost Key.

According to Cross, the existing property is permitted for 2000
units, but WCI is in early planning stages in terms of the overall
site plan. The number of housing units, architecture, and
amenities to be included have yet to be finalized. The company
will release details of the site development as the project
progresses in 2004.

A pivotal element of the purchase is Lost Key Golf Club, an
18-hole championship golf course designed by Arnold Palmer. Lost
Key is an Audubon International Silver Signature Golf Course,
built in conjunction with Audubon International's Principle's of
Sustainability, encompassing natural resources and preserving the
flora and fauna of the Key.

Lost Key Golf Club remains open to the public and WCI has named
Greg Jones, previously Club Manager at WCI's Tarpon Cove in
Naples, Florida as the new Club Manager; and Ray Hafner,
previously with WCI's Venetian Golf and River Club in Venice,
Florida, as Lost Key's Head Golf Professional.

Based in Bonita Springs, Florida, WCI (S&P, BB- Corporate Credit
Rating, Positive) has been creating amenity-rich, leisure-oriented
master-planned communities for more than 50 years. WCI's award-
winning communities offer primary, retirement, and second home
buyers traditional and tower home choices with prices from the
mid-$100,000s to more than $10 million and currently feature more
than 600 holes of golf and 1,000 boat slips as well as country
club, tennis and recreational facilities. The company also derives
income from its 28-office Prudential Florida WCI Realty division,
its mortgage and title businesses, and its amenities division,
which operates many of the clubhouses, golf courses, restaurants,
and marinas within its 30 communities. The company currently owns
and controls developable land of approximately 14,000 acres.


WILLIAMS CONTROLS: Sept. 30 Net Capital Deficit Widens to $17MM
---------------------------------------------------------------
Williams Controls, Inc., (OTC: WMCO) announced its results for the
fourth quarter and full year ended September 30, 2003.  

Net sales of $14,000,000 for the fourth quarter ended
September 30, 2003 were 5.2% lower than the net sales of
$14,771,000 recorded for the corresponding quarter last year.  Net
sales for the year ended September 30, 2003 decreased to
$51,919,000 compared to $52,504,000 for the comparable period in
fiscal 2002.  The Company reported a net loss allocable to common
shareholders of $908,000 or $0.05 per share (diluted) for the
fourth quarter 2003 compared to net income allocable to common
shareholders of $1,704,000 or $0.03 per diluted share for the
corresponding 2002 quarter.  For the year ended September 30,
2003, net loss allocable to common shareholders was $1,075,000 or
$0.05 per share, compared to a net loss of $1,604,000 or $0.08 per
share for the year ended September 30, 2002.  As previously
announced, on September 30, 2003 the Company sold the assets of
its passenger car and light truck product lines.  Excluding the
estimated losses related to these product lines, pro forma net
income allocable to common shareholders for the fourth quarter
ended September 30, 2003 was $1,046,000, or $0.03 per diluted
share and $3,881,000, or $0.16 per diluted share for the full year
ended September 30, 2003.

Net sales for heavy truck and transit bus product lines increased
$992,000 for the year ended September 30, 2003; however, total net
sales decreased in fiscal 2003 when compared to 2002, as a direct
result of lower sales volumes in the passenger car and light truck
product lines, which decreased $1,289,000.

Net income from continuing operations for the full year ended
September 30, 2003 was $816,000 compared to a net loss from
continuing operations of $2,345,000 in fiscal 2002.  Included in
income from continuing operations for fiscal 2003 is a $951,000
gain related to a settlement with a former customer, and beginning
in the fourth quarter of 2003 Series B Preferred stock dividends
and accretion, which totaled $731,000.  These dividends and
accretion are now classified as interest expense as a result of
classification requirements required by the adoption of Statement
of Financial Accounting Standards No. 150.  Prior to the fourth
quarter of 2003, these dividends and accretion were recorded after
Net income (loss).  Reflected in the loss from continuing
operations for fiscal 2002 is a loss on impairment of a former
investment with Ajay for $3,565,000.  Excluding these items, net
income from continuing operations for the year ended September 30,
2003 was $596,000 compared to income of $1,220,000 for the year
ended September 30, 2002.  The Company attributes the earnings
decline to start-up problems related to several of the Company's
passenger car and light truck contracts, higher warranty costs for
passenger car, light truck and heavy truck electronic throttle
control systems and higher manufacturing costs in heavy truck and
transit bus related primarily to the strike by the Company's union
employees at the Portland facility for most of fiscal 2003. A new
five year agreement was reached in August, 2003 which settled the
strike. Year to year declines in gross margin of $3,647,000 were
partially offset by reduced administrative costs of $1,461,000.

Net sales in the fourth quarter 2003 were $771,000, or 5.2%, lower
than the corresponding quarter in the prior year due to lower unit
sales volumes in the heavy truck and transit bus product lines.

The net loss from continuing operations in the fourth quarter of
fiscal 2003 was $908,000 compared to income from continuing
operations of $498,000 for the same quarter of 2002.  This
decrease in fourth quarter net income from continuing operations
resulted from higher than anticipated startup costs associated
with product launches in the passenger car and light truck product
lines, the recording of additional warranty reserves and as
discussed above the $731,000 of Series B Preferred stock dividends
and accretion being recorded as interest expense starting in the
fourth quarter of fiscal 2003. Gross margins in the fourth quarter
of fiscal 2003 were $1,642,000 lower than the margins in the
fourth quarter of fiscal 2002.  This gross margin reduction was
partially offset by reduced research and development, selling and
administrative costs of $552,000.

Net income (loss) allocable to common shareholders for the fourth
quarter of 2003 was a loss of $908,000 or $.05 per diluted share
compared to income of $1,704,000 or $.03 per diluted share in the
fourth quarter of fiscal 2002. Net income allocable to common
shareholders for the fourth quarter of fiscal 2002 includes a
charge for dividends and accretion on preferred stock of
$684,000, or $.01 per diluted share, whereas the fourth quarter
ended September 30, 2003 does not include a charge for dividends
and accretion as these are recorded as interest expense as
explained above.  For the year ended September 30, 2003, net loss
allocable to common shareholders includes a charge for dividends
and accretion on preferred stock of $2,011,000, or $.10 per
diluted share compared to $1,566,000 or $.08 per diluted share for
the corresponding period in fiscal 2002.  Net income loss
allocable to common shareholders for the quarter and year ended
September 30, 2002 also include a $923,000 gain related to the
conversion of Series A Preferred stock to Series A-1 Preferred
stock.  Net income (loss) allocable to common shareholders
included gains from discontinued operations of $967,000 for the
fourth quarter of 2002 and $120,000 and $1,384,000 for the years
ended September 30, 2003 and 2002, respectively.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $17 million.

Williams Controls' Board Chairman Gene Goodson stated,
"Unfortunately, we continued to have higher than expected
passenger car and light truck launch costs and that combined with
some lingering manufacturing problems in our heavy truck line kept
our gross margins depressed."  

He continued, "Through the sale of our passenger car and light
truck product lines and the settlement of the strike at our
Portland facility we expect our gross margins to improve and our
operating costs to decrease."  He concluded, "Additionally,
industry projections show an improvement in the truck market for
next year, and we believe that we are positioned to take advantage
of that improved market.  We appreciate the continued support of
our customers and suppliers as Williams positions itself for
growth."

Williams Controls is a designer, manufacturer and integrator of
sensors and controls for the motor vehicle industry.  For more
information, visit the Company's Web site at http://www.wmco.com/
    

WORLDCOM: State of New Jersey Has Until April 1 to File Claims
--------------------------------------------------------------
The State of New Jersey timely filed certain proofs of claim for
unpaid state taxes and penalties owed by the Worldcom Debtors to
New Jersey.  New Jersey also asserts that it may have additional
claims apart from those earlier filed.

The Debtors and New Jersey resolved to settle the issue relating
to the Additional Claims.  The Settlement provides that the State
of New Jersey will be allowed to file new or amended proofs of
claim relating to the Additional Claims until March 1, 2004.  New
Jersey will have the unilateral right to extend the Bar Date for
Additional Claims to no later than April 1, 2004 upon written
notice.  Notices must be sent to MCI by registered mail, return
receipt requested, on or before March 1, 2004, through:

      Douglas A. Richards and Alfredo R. Perez, Esq.,
      Weil, Gotshal & Manges, LLP,
      700 Louisiana Street
      Suite 1600, Houston, TX 77002
(Worldcom Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
               and Other Disasters
-----------------------------------------------------------
Author:     Sallie Tisdale
Publisher:  BeardBooks
Softcover:  270 pages
List Price: $34.95
Review by Henry Berry

Order your own personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981645/internetbankrupt   

An earlier edition of "The Sorcerer's Apprentice" won an American
Health Book Award in 1986. The book has been recognized as an
outstanding book on popular science. Tisdale brings to her subject
of the wide and engrossing field of health and illness the
perspective, as well as the special sympathies and sensitivities,
of a registered nurse. She is an exceptionally skilled writer.
Again and again, her descriptions of ill individuals and images of
illnesses such as cancer and meningitis make a lasting impression.
Tisdale accomplishes the tricky business of bringing the reader to
an understanding of what persons experience when they are ill; and
in doing this, to understand more about the nature of illness as
well. Her style and aim as a writer are like that of a medical or
science journalist for leading major newspaper, say the "New York
Times" or "Los Angeles Times." To this informative, readable style
is added the probing interest and concern of the philosopher
trying to shed some light on one of the central and most
unsettling aspects of human existence. In this insightful,
illuminating, probing exploration of the mystery of illness,
Tisdale also outlines the limits of the effectiveness of
treatments and cures, even with modern medicine's store of
technology and drugs. These are often called "miracles" of modern
medicine. But from this author's perspective, with the most
serious, life-threatening, illnesses, doctors and other health-
care professionals are like sorcerer's trying to work magic on
them. They hope to bring improvement, but can never be sure what
they do will bring it about. Tisdale's intent is not to debunk
modern medicine, belittle its resources and ways, or suggest that
the medical profession holds out false hopes. Her intent is do
report on the mystery of serious illness as she has witnessed it
and from this, imagined what it is like in her varied work as a
registered nurse. She also writes from her own experiences in
being chronically ill when she was younger and the pain and
surgery going with this.

She writes, "I want to get at the reasons for the strange state of
amnesia we in the health professions find ourselves in. I want to
find clues to my weird experiences, try to sense the nature of
being sick." The amnesia of health professionals is their state of
mind from the demands placed on them all the time by patients,
employers, and society, as well as themselves, to cure illness, to
save lives, to make sick people feel better. Doctors, surgeons,
nurses, and other health-care professionals become primarily
technicians applying the wonders of modern medicine. Because of
the volume of patients, they do not get to spend much time with
any one or a few of them. It's all they can do to apply the
prescribed treatment, apply more of it if it doesn't work the
first time, and try something else if this treatment doesn't seem
to be effective. Added to this is keeping up with the new medical
studies and treatments. But Tisdale stepped out of this problem-
solving outlook, can-do, perfectionist mentality by opting to
spend most of her time in nursing homes, where she would be among
old persons she would see regularly, away from the high-charged
atmosphere of a hospital with its "many medical students,
technicians, administrators, and insurance review artists." To
stay on her "medical toes," she balanced this with working
occasional shifts in a nearby hospital. In her hospital work, she
worked in a neonatal intensive care unit (NICU), intensive care
unit (ICU), a burn center, and in a surgery room. From this
combination of work with the infirm, ill, and the latest medical
technology and procedures among highly-skilled professionals,
Tisdale learned that "being sick is the strangest of states." This
is not the lesson nearly all other health-care workers come away
with. For them, sick persons are like something that has to be
"fixed." They're focused on the practical, physical matter of
treating a malady. Unlike this author, they're not focused
consciously on the nature of pain and what the patient is
experiencing. The pragmatic, results-oriented medical profession
is focused on the effects of treatment. Tisdale brings into the
picture of health care and seriously-ill patients all of what the
medical profession in its amnesia, as she called it, overlooks.

Simply in describing what she observes, Tisdale leads those in the
medical profession as well as other interested readers to see what
they normally overlook, what they normally do not see in the
business and pressures of their work. She describes the beginning
of a hip-replacement operation, the surgeon "takes the scalpel and
cuts--the top of the hip to a third of the way down the thigh--and
cuts again through the globular yellow fat, and deeper. The
resident follows with a cautery, holding tiny spraying blood
vessels and burning them shut with an electric current. One small,
throbbing arteriole escapes, and his glasses and cheek are
splattered." One learns more about what is actually going on in an
operation from this and following passages than from seeing one of
those glimpses of operations commonly shown on TV. The author
explains the illness of meningitis, "The brain becomes swollen
with blood and tissue fluid, its entire surface layered with
pus...The pressure in the skull increases until the winding
convolutions of the brain are flattened out...The spreading
infection and pressure from the growing turbulent ocean sitting on
top of the brain cause permanent weakness and paralysis,
blindness, deafness...." This dramatic depiction of meningitis
brings together medical facts, symptoms, and effects on the
patient. Tisdale does this repeatedly to present illness and the
persons whose lives revolve around it from patients and relatives
to doctors and nurses in a light readers could never imagine, even
those who are immersed in this world.

Tisdale's main point is that the miracles of modern medicine do
not unquestionably end the miseries of illness, or even
unquestionably alleviate them. As much as they bring some relief
to ill individuals and sometimes cure illness, in many cases they
bring on other kinds of pains and sorrows. Tisdale reminds readers
that the mystery of illness does, and always will, elude the
miracle of medical technology, drugs, and practices. Part of the
mystery of the paradoxes of treatment and the elusiveness of
restored health for ill persons she focuses on is "simply the
mystery of illness. Erosion, obviously, is natural. Our bodies are
essentially entropic." This is what many persons, both among the
public and medical professionals, tend to forget. "The Sorcerer's
Apprentice" serves as a reminder that the faith and hope placed in
modern medicine need to be balanced with an awareness of the
mystery of illness which will always be a part of human life.

                          *********

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 2004.  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 ***