TCR_Public/040106.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 6, 2004, Vol. 8, No. 3

                          Headlines

360NETWORKS: Avoidance Action Discovery Schedule Established
ACTUANT CORP: Acquires All Dresco B.V. Shares for $30 Million
ADELPHIA COMMS: Securities Claims Bar Date is January 9, 2004
AGERE SYSTEMS: Buys TeraBlaze to Serve Gigabit Ethernet Market
AIR CANADA: Restructures Certain Unexpired Leases and Contracts

AIRTRAIN AIRWAYS: Dec. 2003 Revenue Passenger Miles Up by 20%
AMERICAN FINANCIAL: Will Pay Quarterly Dividend on January 25
APOGENT TECHNOLOGIES: Closes Sale of $345MM Floating-Rate Notes
ARCHIBALD CANDY: Employees Fear "Chapter 22" Filing
ATA HOLDINGS: Further Extends Exchange Offers for Two Notes

AURORA FOODS: Will Pay Up to $1.1-Million Mechanic's Lien Claims
AVADO BRANDS: Secured Lenders Agree to Forbear Until January 31
BANC OF AMERICA: Fitch Takes Rating Actions on Ser. 2003-10 Notes
BRILLIANT DIGITAL: Secured Debt Maturity Extended to March 1
CENTURY/ML CABLE VENTURE: Claims Bar Date Set for Jan. 15, 2004

CKG ENERGY, INC: Involuntary Case Summary
COVANTA ENERGY: Heber Plan Declared Effective on Dec. 18, 2003
CRESCENT REAL: Hires Anthony B. Click as VP, Leasing in Dallas
CSK AUTO CORP: Prices Tender Offer for $280M of 12% Senior Notes
CYCLELOGIC: Paying $50,000 of Prepetition Critical Vendor Claims

DII INDUSTRIES: Will Pay Up to $4.5-Million of Tax Obligations
ENRON: Selling Smith Street Bldg. to Antonio Pacifico Trustee
ENVIRONMENTAL ELEMENTS: Completes Debt Restructuring Transaction
FEDERAL-MOGUL: PD Committee Brings-In Bilzin Sumberg as Counsel
FRANK'S NURSERY: Posts 10% Decline in December Same Store Sales

GLOBAL CROSSING: Pushing for Approval of Tekelec Settlement Pact
GOLDEN NORTHWEST: First Creditors' Meeting Set for January 29
GOODWILL CARE: Begins Chapter 7 Liquidation Process in Seattle
GOODWILL CARE: Voluntary Chapter 7 Case Summary
HA-LO INDUSTRIES: Plan Confirmation Objections Due on Jan. 12

INDIGINET: Taps Russell Bedford as New Independent Accountants
INFORMATION ARCHITECTS: Seeking New Funds to Continue Operations
INSCI CORP: Trading Symbol Changed to INCCV after Reverse Split
INTERFERON SCIENCES: Recurring Losses Raise Going Concern Doubt
IT GROUP: Plan Provides for Global Compromise & Settlement

JAG MEDIA: Preparing Prospectus for 25-Mill. Class A Share Issue
KAISER ALUMINUM: Secure Self Pitches Best Bid for Spokane Assets
KSAT: Obtains Canadian Certificate of Intent to Dissolve
LAIDLAW: Greyhound Meets Revolving Credit Facility Requirements
LEIGH ENTERPRISES: Case Summary & 14 Largest Unsecured Creditors

LITEGLOW INDUSTRIES: Bankruptcy Raises Going Concern Uncertainty
LITFUNDING: Reports Events Leading to Bankruptcy Filing in Nov.
LTV: ACC Files Preliminary Avoidance Suits Settlement Report
LUBY'S INC: First-Quarter 2004 Net Loss Widens to $4.5 Million
MACHINING CORPORATION: Signs-Up Brouse McDowell as Attorneys

MAGELLAN HEALTH: Completes Financial Workout & Exits Chapter 11
MAGELLAN HEALTH: Secures Court Approval of Stipulation with MTS
MIRANT CORP: Wants Nod to Hire Heller Ehrman as Special Counsel
MOBILE TOOL: Product Liability Claims Bar Date Set for Jan. 31
MOODY'S CORP: CEO Will Present at Smith Barney Conference Today

NEXTEL PARTNERS: Repurchases $67.7-Mill. of 12-1/2% Senior Notes
NEXTWAVE TELECOM: Wants 45 More Days to File Chapter 11 Plan
NOVADEL PHARMA: Hires J.H. Cohn as New Independent Accountants
ON SEMICONDUCTOR: Refinances About $48 Million of Term Loans
ON SEMICON.: Files Shelf Registration Statement for Common Stock

OTISH MOUNTAIN DIAMOND: Cash Sufficient to Continue Explorations
PACIFIC GAS: Investing $706 Mill. in Replacement Steam Generators
PENN TRAFFIC: Losses Climb to $27.2MM After Chapter 11 Filing
PG&E NATIONAL: Court Okays Proposed Excess Asset Sale Procedures
PHARMCHEM INC: Amends Bank Loan Pact and Extends Govt. Contract

PINE VALLEY SCHOOL: Case Summary & 11 Largest Unsecured Creditors
PSYCHIATRIC SOLUTIONS: Files SEC Form S-3 to Permit Stock Resale
RESTAURANTS NORTHWEST: Case Summary & Largest Unsecured Creditors
ROHN INDUSTRIES: CEO Horace Ward & CFO John Castle Resign
ROSS' TEAL LAKE: Case Summary & 20 Largest Unsecured Creditors

SATCON TECHNOLOGY: Books $2.2M in New Contracts in First Quarter
SHARK IND.: U.S. Trustee Amends Creditors' Committee Membership
SHILOH INDUSTRIES: Look for Q4 and Fiscal 2003 Results Tomorrow
SOLUTIA: Gets Interim Nod to Use Existing Investment Practices
STARWOOD HOTELS: Acquires Le Meridien's Outstanding Senior Debt

STELCO INC: Courtney Pratt Assumes Post as President & CEO
TENFOLD CORP: Chairman Will Present at Needham Conference Friday
TRINITY OF VIRGINIA: Case Summary & 20 Largest Unsec. Creditors
US AIRWAYS: Agrees to Allow Verizon Capital's $3.4 Million Claim
U.S. STEEL: Completes Voluntary Contribution to Pension Fund

USEC INC: Secures Regulatory Recertification of Uranium Plants
VERESTAR INC: US Trustee Appoints Official Creditors' Committee
VOLUME SVCS: Will Make Cash Payment on Income Deposit Securities
WINSTAR: Chapter 7 Trustee Wins Clearance for Lucent Settlement
XECHEM: Closes Acquisition of Ceptor, Increasing Drug Pipeline

* Large Companies with Insolvent Balance Sheets

                          *********

360NETWORKS: Avoidance Action Discovery Schedule Established
------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Reorganized
360networks Debtors, obtained the Court's approval establishing
dates for conducting and completing discovery and for filing and
responding to dispositive motions on 242 Adversary Actions.

With the Court's approval, the Committee will follow this
timetable:

Event                       Bucket 1      Bucket 2      Bucket 3
-----                       --------      --------      --------
Deadline for Initial        12/31/03      12/31/03      01/30/04
Disclosure under 26(a)

Deadline for Service of     01/30/04      01/15/04      02/13/04
Document demands, request
for admission and
interrogatories

Deadline for responses      30 days       30 days       30 days
to document demands,        after         after         after
requests for admission      service of    service of    request
and interrogatories         request       request       service

Designation of experts      04/02/04      03/12/04      02/27/04
and service of expert
reports

Disclosure of rebuttal      45 days       21 days       same as
experts and substance       after         after         bucket 2
of testimony, if any        service of    service of
                            opposing      opposing
                            party's       party's
                            designation   designation

Close of Discovery          07/14/04      05/07/04      04/16/04

Status Conference           07/__/04      05/__/04      05/__/04

Deadline for Dispositive    08/31/04      07/28/04      07/14/04
Motions

Required notice for         30 days       30 days       30 days
Dispositive Motions

Response to Dispositive     within the    within the    within
Motions                     notice        notice        the
                            period        period        notice
                                                        period

Replies to Dispositive      15 days       15 days       15 days
Motions                     after         after         after
                            service of    service of    service
                            response      response      of
                                                        response

The Committee also obtained the Court's nod for other procedures
to streamline the disposition of the Avoidance Actions:

   * If multiple Defendants file dispositive motions that raise
     a common principal issue or issues, the Committee would be
     authorized to file a consolidated memorandum in opposition,
     and the Court could issue a single opinion regarding the
     issues;

   * If common principal issues or defenses arise, the Committee
     would be authorized to file a consolidated motion or
     memorandum requesting the Court to determine or narrow the
     issues;

   * Except as provided for in the following sentence, no
     defendant in any Avoidance Action will be required to
     appear at any further pre-trial or status conferences
     unless specifically advised by the Committee or the Court
     that the appearance is required.  In any case where a
     dispositive motion is not filed by the applicable
     deadline, the Court will set a final pretrial conference
     and counsel and a party representative for each party with
     final settlement authority would be required to attend that
     conference in person;

   * Depositions are to be conducted in accordance with the
     Bankruptcy Rules and the Federal Rules of Civil Procedure.
     The Parties will be required to make all reasonable efforts
     to coordinate depositions among the Avoidance Actions,
     taking into particular consideration:

     (a) the costs to the Debtors' estates; and

     (b) the burden that will likely be imposed on the Debtors'
         employees, former employees and experts as a result of
         the numerous actions which are pending where deposition
         testimony of individuals may be required;

   * Any deadline contained in the Scheduling Order, excluding
     the discovery cut-off date and the deadlines for
     dispositive motions, may be extended by the parties'
     consent without any filing, notice to, or approval of the
     Court.  In the alternative, any deadline may be extended by
     the Court upon written motion and for good cause shown; and

   * In the discretion of the Committee, any notice, pleading or
     order applicable to multiple Avoidance Actions may be filed
     electronically in the main Chapter 11 case and recorded on
     that docket, rather than being filed in each adversary
     proceeding for each Preference Action.  Service of the
     documents will be made on each party affected thereby and
     service may be effected by e-mail, notwithstanding any
     provisions of the Federal Rules of Bankruptcy Procedure or
     the Local Rules of the Court. (360 Bankruptcy News, Issue No.
     60; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


ACTUANT CORP: Acquires All Dresco B.V. Shares for $30 Million
-------------------------------------------------------------
Actuant Corporation (NYSE:ATU) purchased all the outstanding
shares of Dresco B.V., for approximately $30 million.

A portion of the proceeds from Actuant's recent 2% senior
subordinated convertible debentures offering was used to fund the
transaction. Dresco, located in Wijchen, Netherlands, has
approximately 120 employees and is a market leader selling
electrical, plumbing and other supplies to the Benelux do-it-
yourself market.

Robert Arzbaecher, President and Chief Executive Officer of
Actuant, commented, "Dresco's market leadership, geographic
proximity, and logistics competency complements our Kopp business
and supports our overall Tools & Supplies segment strategy. The
additional new products, customers, and markets are natural
extensions to our global DIY platform. Dresco, with annual sales
of approximately $30 million, is expected to be modestly accretive
to Actuant's earnings per share during fiscal 2004."

Dresco's management team will continue to lead the business
following the acquisition, reporting to Guus Boel, Managing
Director of Kopp. Mr. Boel stated, "Dresco is a logical next step
for our European DIY business. The globalization of our customers,
demands for product line consolidation opportunities, and
potential synergies are all factors supporting this deal. We
believe that combining our respective product lines and new
product development initiatives will offer customers unparalleled
opportunity. I look forward to working with Albert Kalkhoven,
Dresco's former owner, and his management team to ensure a smooth
transition."

Actuant (S&P, BB Corporate Credit Rating, Stable Outlook),
headquartered in Milwaukee, Wisconsin, is a diversified industrial
company with operations in over 20 countries. The Actuant
businesses are market leaders in highly engineered position and
motion control systems and branded hydraulic and electrical tools.
Products are offered under such established brand names as
Enerpac, Gardner Bender, Kopp, Kwikee, Milwaukee Cylinder, Nielsen
Sessions, Power-Packer, and Power Gear.

For further information on Actuant and its business units, visit
the Company's Web site at http://www.actuant.com/


ADELPHIA COMMS: Securities Claims Bar Date is January 9, 2004
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directs Securities Law claim holders against Adelphia
Communications Corporation and its debtor-affiliates to file their
proofs of claim before 5:00 p.m. Eastern Time on January 9, 2004.

Securities Claimants purport to hold claims arising out of or
relating to the purchase, sale, issuance, or distribution of
securities issued by certain Debtors, based on damages claimed to
arise under applicable securities laws or pursuant to Section
510(b) of the Bankruptcy Code.

Claims must be received on or before Jan. 9.  If filed by mail,
proof of claim forms must be sent to:

        Adelphia Communications Corp.
        Claims Processing Center
        PO Box 5059
        Bowling Green Station
        New York, NY 10274-5059

If by hand or overnight courier, to:

        Adelphia Communications Corp.
        Claims Processing Center
        c/o United States Bankruptcy Court
        Southern District of New York
        One Bowling Green
        New York, NY 1004-1408

Adelphia Communications Corporation, with headquarters in
Coudersport, Pennsylvania, is the sixth largest cable television
company in the country.  The Debtor filed for Chapter 11
protection on June 25, 2002 (Bankr. S.D.N.Y. Case No. 02-41729).
Myron Trepper, Esq., Marc Abrams, Esq., and Shelley C. Chapman,
Esq., at Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.


AGERE SYSTEMS: Buys TeraBlaze to Serve Gigabit Ethernet Market
--------------------------------------------------------------
Agere Systems (NYSE: AGR.A, AGR.B) acquired TeraBlaze Inc., a
privately held developer of Gigabit Ethernet switching solutions
based in Cupertino, Calif.

With this acquisition, Agere expects to deliver high-density
switching solutions to serve the fast-growing Gigabit Ethernet
market.  TeraBlaze's industry-leading switch-on-a-chip technology
will enable Agere to provide single-chip GbE solutions to
equipment providers addressing SOHO (small office, home office)
and enterprise applications.

Agere acquired the Silicon Valley company in a stock transaction
for approximately 6.92 million shares of Agere Class A common
stock, valued at about $21 million based on the closing price of
$3.05 for an Agere Class A common stock on December 31, 2003.  
Excluding the impact of approximately $12-14 million for in-
process R&D charges, the acquisition is expected to have a minimal
impact on earnings of less than $0.005 per share for the full
fiscal year 2004 that will be offset by cost reductions already
underway.

In August 2003, Agere acquired Massana, a privately held provider
of GbE physical layer device solutions.  Based on the TruePHY(TM)
technology Agere developed through this acquisition, the company
is also announcing the availability of its Gigabit Ethernet single
port device, the 0.13-micron ET1011, the lowest-power PHY in the
industry.  With today's acquisition, Agere will combine
TeraBlaze's technology with its TruePHY family of GbE products and
deliver highly integrated PHY and switch solutions.

"The acquisition of TeraBlaze advances our strategy to take share
in the fast-growing Gigabit Ethernet market," said Sohail A. Khan,
executive vice president of Agere's Infrastructure Systems Group.  
"TeraBlaze together with TruePHY technology is a very powerful
combination, which gives us early mover advantage in bringing
integrated GbE switch and PHY solutions to this market."

Market research firm Dell'Oro Group estimates that the Gigabit
Ethernet switch market, into which Agere will sell the new single
chip switching solutions, will total approximately $12 billion in
2004.  IDC estimates that the Gigabit Ethernet switch ASIC/ASSP
market will see revenue greater than $500 million in 2004, and
more than $850 million in 2007.  Agere is capitalizing on this
market opportunity with competitive PHY and switch-on-a-chip
solutions for client and enterprise networking equipment
manufacturers.

"The surge in Gigabit Ethernet-over-copper PHY shipments in the
client device market will drive a rapid deployment of Gigabit
Ethernet switches in 2004 and 2005," said Ed Roberts, vice
president and general manager of Agere's Ethernet Division.  "We
now have the core technology to deliver a broad family of PHY and
switch solutions that scale from SOHO all the way to 48-port
enterprise applications. Our architecture and integration
capabilities will enable system manufacturers to offer the most
competitive price per port GbE products in the market."

Agere expects to deliver switch solutions bundled with multi-port
TruePHY products in the second half of 2004.

All 16 TeraBlaze employees will join Agere, including TeraBlaze
founder and CEO Shankar Mukherjee.

"The TeraBlaze design team jumped several important hurdles to
develop very high-density switching solutions with integrated
memory, enhanced network security and an integrated stacking bus,"
said Mukherjee.  "I'm delighted that these solutions will now
benefit from all the market and business advantages that come from
being a part of one of the world's foremost communications
semiconductor companies."

Agere Systems, whose $220 million Convertible Notes are rated by
Standard & Poor's at 'B', is a premier provider of advanced
integrated circuit solutions that access, move and store network
information. Agere's access portfolio enables seamless network
access and Internet connectivity through its industry-leading
WiFi/802.11 solutions for wireless LANs and computing
applications, as well as its GPRS offering for data-capable
cellular phones. The company also provides custom and standard
multi-service networking solutions, such as broadband Ethernet-
over-SONET/SDH components and wireless infrastructure chips, to
move information across metro, access and enterprise networks.
Agere is the market leader in providing integrated circuits such
as read-channel chips, preamplifiers and system-on-a-chip
solutions for high-density storage applications. Agere's
customers include the leading PC manufacturers, wireless
terminal providers, network equipment suppliers and hard-disk
drive providers.  More information about Agere Systems is
available from its Web site at http://www.agere.com/


AIR CANADA: Restructures Certain Unexpired Leases and Contracts
---------------------------------------------------------------
Murray McDonald, President of Ernst & Young, Inc., the Court-
appointed monitor, reports that, since April 1, 2003, Air Canada
reduced their total fleet size by 61 aircraft, including
repudiated and returned aircraft.  Of these 61, only 38 were
actually used by the Applicants as at April 1, 2003 since the
remaining 23 are comprised of:

   * three aircraft already sub-leased to an external third
     party.  The Applicants have since removed themselves from
     the leases by having the third party assume the lease
     obligation directly; and

   * 20 F28s parked and not in use.

Mr. McDonald says that Air Canada undertook to reduce its fleet
size to properly match current and anticipated capacity
requirements and to re-negotiate aircraft leasing costs to
reflect current market rates.

The Monitor tabulates the status of Air Canada's fleet reduction
and re-negotiation efforts:

                                              Air Canada   Jazz

Total Number of Aircraft as at April 1, 2003      259       130
Less: owned and parked aircraft                   (19)      (51)
                                               ------    ------
Number of Aircraft subject to re-negotiation      240        79

Status of Re-Negotiations:
Repudiations                                       21         5
Consensual returns or lease expirations            13         2
Re-negotiated under the GECAS agreement            61        10
Re-negotiated under the ECA agreement              38       n/a
Re-negotiated pursuant to other signed MOUs        52        20
Re-negotiated in principle, with MOUs pending      55        21
Other settled aircraft arrangements               n/a        20
                                               ------    ------
Lease remaining to be re-negotiated                 0         1
                                               ======    ======

The agreement entered into between Air Canada and GECAS covers an
additional three Air Canada aircraft and 20 Jazz aircraft for
which leases have expired or the aircraft have been returned on
consent as well as an additional 10 aircraft covered by the
Export Credit Agencies agreement for a total of 104 aircraft.

The "other settled aircraft arrangements" represents 20 F-28
aircraft that were owned by Jazz and had been previously parked.  
Pursuant to a prepetition agreement, GECAS was to take title to
these aircraft.  Under the terms of the Global Restructuring
Agreement reached with Air Canada after the Petition Date, GECAS
has given up the right to take title to the F-28s.

Mr. McDonald also notes that the Applicants received three new
aircraft since April 1, 2003 pursuant to their agreement with
GECAS.  The rental rates on these new aircraft reflect the
Applicants' view of the current fair market lease rates.  
Accordingly, after considering the unused aircraft and newly
delivered aircraft, the Applicants made a net reduction in their
operating fleet of 35 aircraft.  It is anticipated that further
reductions will occur as certain re-negotiated leases provide for
the early return of aircraft over the next 24 months.

Based on 2002 cost data, the net reduction in annual aircraft
lease payments with respect to all repudiated and returned
aircraft to date, offset by the cost of the newly delivered
aircraft is estimated to be CND140,000,000.

The Applicants continue to defer the stay period lease payments
for one remaining Jazz aircraft still under negotiation as well
as 55 Air Canada aircraft and 20 Jazz aircraft for which re-
negotiated terms have been agreed to in principle but for which
actual memorandums of understanding have yet to be executed.  The
Applicants continue to work towards finalizing the remaining MOUs
to formalize these agreements in principle.  The Applicants
expect to have them completed by January 31, 2004.  As additional
MOUs are signed, Mr. McDonald says, the lease payments will be
made at the revised lease rates, where applicable, while the
deficiency claims, if any, arising from the amended lease
agreements will be dealt with in the Claims Process.

The Applicants also entered into a tentative restructuring
agreement with respect to 38 Airbus aircraft involving syndicates
of lenders supported by the Export Credit Agencies of the United
Kingdom, France and Germany.  The ECA Agreement is subject to the
approval of the lending syndicates members' internal credit
departments as well as numerous other financial parties accessory
to the leases.  Discussions between the Applicants and certain of
these financial parties are continuing.  Accordingly, the ECA
Agreement has not been finalized and payments on the 38 aircraft
have not yet resumed.

The Applicants believe that they have made substantial progress
in the restructuring of their aircraft leases.

         Restructuring of Other Contractual Commitments

The Applicants continue to analyze all of their contractual
commitments and outsourcing contracts with a view to:

      (i) consolidating purchasing to benefit from volume
          discounts;

     (ii) identifying contracts which do not reflect current
          market pricing; and

    (iii) adapting current business processes to align them to
          evolving airline best practices as well as general
          industrial best practices in the fields of maintenance
          and inventory management.

Contracts have been repudiated where necessary to achieve these
objectives.

To date, the Applicants achieved CND250,000,000 in recurring
annual savings from the restructuring of various contracts and
business processes, including contracts in respect of
telecommunications, fuel, technology, in-flight catering, real
estate and inventory management.  The Applicants identified
further business processes and contract obligations, which are
subject to restructuring with a view to achieving CND350,000,000
in total annual cash savings. (Air Canada Bankruptcy News, Issue
No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIRTRAIN AIRWAYS: Dec. 2003 Revenue Passenger Miles Up by 20%
-------------------------------------------------------------
AirTran Airways, a subsidiary of AirTran Holdings, Inc.,
(NYSE:AAI) reported record traffic results for December 2003, the
fourth quarter and for the full year 2003.

AirTran Airways' record traffic, measured by revenue passenger
miles (RPMs), increased by 20.0 percent for the month of December
2003 versus the prior year on 20.1 percent more capacity, measured
by available seat miles (ASMs), with a load factor of 71.1
percent. For the month of December, the airline served a record
1,030,276 customers - a 13.2 percent increase year-over-year.

In addition, AirTran Airways' traffic grew by 27.5 percent in the
fourth quarter of 2003, compared to the same period in 2002 on
21.0 percent capacity growth. The airline served a record
3,008,111 customers during the fourth quarter - a 19.9 percent
increase year-over-year.

For the year, AirTran Airways traffic increased 28.0 percent over
2002 on a 21.7 percent increase in capacity. The airline served a
record 11,651,340 customers during 2003 - a 20.7 percent increase
year-over-year. The airline set new annual records for traffic,
capacity, load factor and passenger enplanements.

AirTran Airways (S&P/B-/Negative) is one of America's largest low-
fare airlines - employing more than 5,400 professional Crew
Members and serving 492 flights a day to 43 destinations. The
airline's hub is at Hartsfield Atlanta International Airport, the
world's busiest airport (by passenger volume), where it is the
second largest carrier operating 189 flights a day. The airline
never requires a roundtrip purchase or Saturday night stay, and
offers an affordable Business Class, assigned seating, easy online
booking and check-in, the A-Plus Rewards frequent flier program,
and the A2B corporate travel program. AirTran Airways, a
subsidiary of AirTran Holdings, Inc., (NYSE:AAI), is the world's
largest operator of the Boeing 717, the most modern,
environmentally friendly aircraft in its class. In 2004, the
company will begin taking delivery of 100 Boeing 737-700s, one of
the most popular and reliable jet aircraft in its class. For more
information, visit http://airtran.com/


AMERICAN FINANCIAL: Will Pay Quarterly Dividend on January 25
-------------------------------------------------------------
American Financial Group, Inc. (NYSE: AFG) announced that as of
January 2, 2004 it declared a quarterly dividend of $.12-1/2 per
share of American Financial Group Common Stock.  The dividend is
payable on January 25, 2004 to holders of record on January 15,
2004.

Through the operations of Great American Insurance Group, AFG
(A.M. Best, bb+ Preferred Securities Rating) is engaged primarily
in property and casualty insurance, focusing on specialized
commercial products for businesses, and in the sale of annuities,
life and supplemental health insurance products.


APOGENT TECHNOLOGIES: Closes Sale of $345MM Floating-Rate Notes
---------------------------------------------------------------
Apogent Technologies Inc. (NYSE: AOT) completed its private
offering and sale of $345 million principal amount of its floating
rate senior convertible contingent debt securities(SM) (CODES(SM))
due 2033.

On December 17, 2003, Apogent issued $300 million principal amount
of its floating rate CODES, and on December 30, 2003, Apogent
issued an additional $45 million principal amount of these
securities upon the exercise by the initial purchasers of their
option to purchase up to an additional $45 million principal
amount of CODES.

Apogent used approximately $70 million of the net proceeds from
the sale to fund the repurchase of 3,000,000 of its common shares
concurrently with the sale of its CODES on December 17, 2003.
Apogent has used or intends to use the remaining net proceeds to
pay down a portion of the amounts outstanding under its revolving
credit facility and for general corporate purposes.

The convertible securities bear interest at a floating rate equal
to 3-month LIBOR minus 125 basis points (but not less than 0% per
annum), payable in cash. The securities will be convertible into
shares of Apogent common stock at a conversion price of $33.09 per
share of common stock, subject to adjustment in certain
circumstances (reflecting a premium of approximately 42%, relative
to the closing price for Apogent's common stock of $23.30 on
December 11, 2003): (a) if the price of Apogent's common stock
exceeds the conversion price by 130% for at least 20 trading days
during specified periods, (b) on or before December 15, 2028, if
for at least 10 consecutive trading days, the securities trade
below 98% of the average conversion value for the securities
during that period, (c) if any of the credit ratings assigned to
the securities fall below specified levels or other adverse credit
rating developments occur, (d) if Apogent calls the securities for
redemption, or (e) upon the occurrence of specified corporate
transactions.

Apogent may redeem all or some of the convertible securities on or
after March 15, 2010 at par plus accrued and unpaid interest, if
any, to the redemption date. Apogent may be required to repurchase
the debt securities, at the option of the holders, on December 15,
2008, March 15, 2010, December 15, 2014, December 15, 2019,
December 15, 2024, and December 15, 2029, at par plus accrued and
unpaid interest, if any, to the redemption date. Apogent may also
be required to repurchase the securities upon a change in control
at par plus accrued and unpaid interest, if any, to the redemption
date.

Apogent will pay contingent interest during any quarterly period
commencing the quarterly interest period beginning December 15,
2009, if the trading price of the securities exceeds 120% of the
principal amount of the securities. The securities will mature on
December 15, 2033.

The offering was made to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as
amended.

The senior convertible debt securities and the common stock
issuable upon conversion of such securities have not been
registered under the Securities Act and, unless so registered, may
not be offered or sold in the United States absent registration or
an applicable exemption from registration under the Securities Act
and applicable state securities laws. This press release does not
constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state
in which such offer, solicitation, or sale would be unlawful.

                         *     *      *

As reported in Troubled Company Reporter's September 1, 2003
edition, Moody's Investors Service withdrew the Ba1 rating of
Portsmouth, New Hampshire-based Apogent Technologies, Inc.'s $500
million bank credit facility maturing December 2005.

In July 2003, Apogent replaced this facility with a new five-year
$500 million bank credit facility maturing in 2008. The new bank
credit facility maturing in 2008 is not rated.

The remaining ratings of Apogent are unchanged:

   - Ba1 senior implied

   - Ba1 issuer rating

   - Ba1 senior unsecured notes of $325 million due 2011

   - Ba1 senior unsecured convertible notes of $300 million due
     2021

   - Ba2 senior subordinated notes of $250 million due 2013


ARCHIBALD CANDY: Employees Fear "Chapter 22" Filing
---------------------------------------------------
Archibald Candy Corp. is exploring selling its Fannie May and
Fanny Farmer businesses amid claims by its employees that it is
preparing to cease candy-making and file for chapter 11 bankruptcy
for the second time in three years, according to the Associated
Press.

Following a demonstration by upset workers, the candy maker said
on Dec. 31 that it has no "definitive" agreement yet to sell its
more than 200 Fannie May candy stores in 12 states, including more
than half in Illinois.

Archibald representatives did not confirm or deny a purported
company document that employees say outlines plans to file for
federal bankruptcy court protection and close the Chicago candy-
making plant on Jan. 17. Any sale apparently would not include the
company's Laura Secord unit, which operates 174 stores in Canada.

The company first filed for chapter 11 on June 13, 2002, emerging
in late 2002 with creditors as its owners, including Capital
Delaware Street LLC, a Chicago-based investment firm that holds
about 30 percent.  (ABI World, Jan. 2, 2003)


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

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

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

As part of the Exchange Offers, the Company is also seeking
solicitations of consents to amend the indentures under which the
Existing Notes were issued.  The Company has extended the
expiration date of the Exchange Offers until 5 p.m., New York City
Time, on January 9, 2004, unless further extended by the Company.  

In addition, the Company has extended the deadline for holders of
Existing Notes to deliver consents and receive the consent payment
to January 9, 2004, unless further extended by the Company.

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

The withdrawal deadline for the Exchange Offers has expired, and
tenders with respect to any Existing Notes that have already been
tendered or are subsequently tendered may not be withdrawn.  The
other terms of the Exchange Offers remain unchanged, and they are
subject to a number of significant conditions, including but not
limited to receiving valid tenders representing at least 85
percent in principal amount of each series of Existing Notes and
receiving the consent of the Air Transportation Stabilization
Board pursuant to the Company's government-guaranteed term loan.  
As of January 2, 2004, $11,510,000 principal amount of 2004 Notes
and $29,550,000 principal amount of 2005 Notes had been tendered
and not withdrawn in the Exchange Offers.

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

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


AURORA FOODS: Will Pay Up to $1.1-Million Mechanic's Lien Claims
----------------------------------------------------------------
To maintain the enterprise value of the Aurora Foods Debtors'
estates and to facilitate the continued operation of the Debtors'
businesses, U.S. Bankruptcy Court Justice Walrath permits the
Debtors to pay the prepetition claims of materialmen arising on
account of prepetition goods and repair and other services
provided to the Debtors, to the extent that the claims have given
or could give rise to liens against, or interests in, the Debtors'
property.  Payments on the Lien Claims will be subject to certain
terms and conditions.  

The Debtors employ numerous Materialmen to provide goods and
services that give rise to a right to payment that could become
secured by liens against or interests in the Debtors' property.
The Debtors call on these Materialmen daily to provide
specialized goods and services related to the improvement and
refurbishment of the Debtors' equipment and physical plants, the
installation of new equipment, and the maintenance of the
Debtors' equipment and physical plants.

The Materialmen provide goods and services that are critical to
the preservation of the Debtors' estates and the continued
operation of the Debtors' businesses.  

The Debtors will not pay a Lien Claim unless the party holding
the Lien Claim has perfected or, in the Debtors' judgment, will
be capable of perfecting in the future, a lien against or
interest in the Debtors' property on account of such claim.

Judge Walrath rules that the total payments should not exceed
$1,100,000 and $125,000 per claim, without further Court order.

Any actions or payments made by the Debtors will not be deemed:

   (1) an assumption or adoption of any policy, program,
       practice, contract, or agreement, or will otherwise affect
       the Debtors' rights under Section 365 of the Bankruptcy
       Code to assume or reject any executory contract; and

   (2) an admission as to the validity of the underlying
       obligations or a waiver of any rights the Debtors may have
       to subsequently dispute the obligation on any ground that
       applicable law permits. (Aurora Foods Bankruptcy News,
       Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)  
  

AVADO BRANDS: Secured Lenders Agree to Forbear Until January 31
---------------------------------------------------------------
Avado Brands, Inc. (Pinksheets: AVDO), parent company of Don
Pablo's Mexican Kitchen and Hops Grillhouse & Brewery, executed a
forbearance agreement with its secured lenders.  

As part of this agreement, the secured lenders have agreed not to
seek remedies from Avado Brands through January 31, 2004 for non-
compliance with certain provisions of its credit agreement,
chiefly relating to the Company's previously announced events of
default under its secured credit facility and the indentures of
its 9-3/4% Senior Notes and 11-3/4% Senior Subordinated Notes. The
secured lenders have also agreed to provide new liquidity of $3
million.

The Company also reported that it is in discussions with holders
of its 9-3/4% Senior Notes with the goal of reaching a similar
forbearance agreement as well as a joint approach to restructuring
the Company's financial obligations.

"This forbearance agreement is an important sign of cooperation
and will allow us to work with our lenders to find ways to
restructure our financial obligations, ensuring that Avado Brands
is on a sound long-term footing while continuing to make payments
to our vendors and business partners," said Avado Brands' chief
financial officer Louis J. (Dusty) Profumo.

"We are currently in discussions with our secured lenders and
holders of our Senior Notes, and believe that all parties
recognize that Avado Brands is a company with strong restaurant
concepts, sound operations and skilled employees."

The Company on December 31, 2003 announced that it will not make
either the December 1, 2003 interest payment on its 9-3/4% Senior
Notes or the December 15, 2003 interest payment on its 11-3/4%
Senior Subordinated Notes within the 30 day no-default grace
periods for those payments, triggering an event of default under
its secured credit facility and the indentures of both series of
Notes.

The Company also announced that it anticipates that it will file
its Form 10-Q on or before January 9, 2004.

Avado Brands has previously disclosed that it has suffered from
recurring losses from operations, has an accumulated deficit and
has failed to meet certain financial covenant requirements,
thereby incurring an event of default under its secured credit
facility which matures on March 24, 2004.  These factors, outlined
in detail in the Company's second quarter SEC Form 10-Q, have
raised substantial doubt about the Company's ability to continue
as a going concern.  There can be no assurance that Avado Brands'
financial obligations can be restructured.

Avado Brands (S&P, D Corporate Credit Rating) owns and operates
two proprietary brands comprised of 108 Don Pablo's Mexican
Kitchens and 63 Hops Grillhouse & Breweries.


BANC OF AMERICA: Fitch Takes Rating Actions on Ser. 2003-10 Notes
-----------------------------------------------------------------
Banc of America Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 2003-10, are rated by Fitch Ratings as
follows:

Group 1 certificates:

        -- $276,776,286 classes 1-A-1 - 1-A-9, 1-A-R, 1-A-MR,
             1-A-LR and 1-30-IO 'AAA';
        -- $4,141,000 class 1-B-1 'AA';
        -- $1,714,000 class 1-B-2 'A';
        -- $856,000 class 1-B-3 'BBB';
        -- $572,000 class 1-B-4 'BB';
        -- $428,000 class 1-B-5 'B'.

Groups 2 and 4 certificates:

        -- $92,334,000 classes 2-A-1 - 2-A-8, 2-30-IO, 4-A-1,
             4-A-2 and 4-15-IO 'AAA';
        -- $1,235,000 class X-B-1 'AA';
        -- $571,000 class X-B-2 'A';
        -- $190,000 class X-B-3 'BBB';
        -- $142,000 class X-B-4 'BB';
        -- $95,000 class X-B-5 'B'. Group 3 certificates:
        -- $97,435,000 classes 3-A-1 and 3-15-IO 'AAA';
        -- $693,900 class 3-B-1 'AA';
        -- $198,000 class 3-B-2 'A';
        -- $149,000 class 3-B-3 'BBB';
        -- $99,000 class 3-B-4 'BB';
        -- $99,000 class 3-B-5 'B'.

and certificates of all four groups:

        -- $1,375,815 class A-PO 'AAA'.

The 'AAA' ratings on the group 1 senior certificates reflect the
2.85% subordination provided by the 1.45% class 1-B-1, 0.60% class
1-B-2, 0.30% class 1-B-3, 0.20% privately offered class 1-B-4,
0.15% privately offered class 1-B-5 and 0.15% privately offered
class 1-B-6.

The 'AAA' ratings on the group 2 and 4 senior certificates reflect
the 2.50% subordination provided by the 1.30% class X-B-1, 0.60%
class X-B-2, 0.20% class X-B-3 certificates, privately offered
0.15% class X-B-4, privately offered 0.10% class X-B-5 and
privately offered 0.15% class X-B-6.

The 'AAA' ratings on the group 3 senior certificates reflect the
1.35% subordination provided by the 0.70% class 3-B-1, 0.20% class
3-B-2, 0.15% class 3-B-3, 0.10% privately offered class 3-B-4,
0.10% privately offered class 3-B-5 and 0.10% privately offered
class 3-B-6.

The ratings also reflect the quality of the underlying collateral,
the capabilities of Bank of America Mortgage, Inc. as servicer
(rated 'RPS1' by Fitch), and Fitch's confidence in the integrity
of the legal and financial structure of the transaction.

Additional credit enhancement is provided for the class 1-A-3
certificates by an irrevocable financial guaranty insurance policy
provided by Radian Asset Assurance, Inc. (rated 'AA' by Fitch).
Fitch's 'AAA' ratings on the class 1-A-3 certificates are without
regard to the financial guaranty insurance policy.

The transaction is secured by four pools of mortgage loans, which
respectively collateralize the groups 1, 2, 3 and 4 certificates.
Groups 2 and 4 are cross-collateralized with each other, while
groups 1 and 3 are not cross-collateralized.

The group 1 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans, with original terms to
stated maturity ranging from 240 to 360 months. The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 69.60%. The average balance of the mortgage
loans is $497,579 and the weighted average coupon of the loans is
6.023%. The weighted average FICO credit score for the group is
742. Second homes and investor-occupied properties comprise 5.85%
and 1.16%, respectively, of the group 1 loans. Rate/Term and
cashout refinances represent 34.35% and 19.08%, respectively, of
the group 1 mortgage loans. The states that represent the largest
geographic concentration are California (50%), Florida (6.12%),
and Texas (5.22%). All other states comprise fewer than 5% of
properties in the group.

The group 2 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, single
family residential mortgage loans, with original terms to stated
maturity of 360 months. The weighted average OLTV for the mortgage
loans in the pool is approximately 67.58%. The average balance of
the mortgage loans is $521,422 and the WAC of the loans is 6.002%.
The weighted average FICO credit score for the group is 744.
Second homes and investor-occupied properties comprise 5.84% and
0.51%, respectively, of the group 2 loans. Rate/Term and cashout
refinances represent 43.52% and 13.04%, respectively, of the group
2 mortgage loans. All of the mortgage properties in group 2 are
located in the state of California.

The group 3 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, single
family residential mortgage loans, with original terms to stated
maturity ranging from 120 to 180 months. The weighted average OLTV
for the mortgage loans in the pool is approximately 58.47%. The
average balance of the mortgage loans is $519,097 and the WAC of
the loans is 5.416%. The weighted average FICO credit score for
the group is 741. Second homes comprise 8.34% of the group 3 loans
and there are no investor-occupied properties. Rate/Term and
cashout refinances represent 60.46% and 21.90%, respectively, of
the group 3 mortgage loans. The states that represent the largest
geographic concentration are California (49.99%), Florida (9.16%),
Virginia (6.84%), Texas (5.81%), and Illinois (5.18%). All other
states comprise fewer than 5% of properties in the group.

The group 4 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- and
four-family residential mortgage loans, with original terms to
stated maturity ranging from 120 to 180 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
55.69%. The average balance of the mortgage loans is $523,908 and
the WAC of the loans is 5.432%. The weighted average FICO credit
score for the group is 736. Second homes comprise 8.94% of the
group 4 loans and there are no investor-occupied properties.
Rate/Term and cashout refinances represent 59.61% and 19.37%,
respectively, of the group 4 mortgage loans. All of the mortgage
properties in group 4 are located in the state of California.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits. Wells Fargo
Bank Minnesota, National Association will act as trustee.


BRILLIANT DIGITAL: Secured Debt Maturity Extended to March 1
------------------------------------------------------------
Brilliant Digital Entertainment, Inc. (AMEX:BDE) obtained the
agreement from holders of its secured convertible promissory notes
to extend the maturity date of the notes from December 31, 2003 to
March 1, 2004.

At December 31, 2003, and after giving effect to the costs
incurred in obtaining the extension, the company was indebted to
the note holders in the approximate amount of $3.3 million. The
notes are secured by all of the company's assets and the assets of
its subsidiaries, B3D, Inc. and Brilliant Studios, Inc., and
guaranteed by B3D, Inc. and Brilliant Studios, Inc.
About Brilliant Digital Entertainment Inc.

Brilliant Digital Entertainment, Inc. (AMEX:BDE) is the parent
company of Altnet Inc. and a developer of 3D rich media
advertising and content creation technologies for the Internet.
The b3d rich media format is used to produce entertainment,
advertising and music content for consumers distributed over the
Internet. Find out more about the Company at
http://www.brilliantdigital.com/  

Altnet is the leading peer-to-peer distributor of secured digital
media that originates from content owners. Altnet reaches an
estimated 70,000,000 users and is the number one issuer of rights
managed music in the world. Altnet's products integrate with
websites, applications and peer-to-peer networks to allow Internet
users to simply and easily locate, download, preview and purchase
digital content. Altnet is a subsidiary of Brilliant Digital
Entertainment.

                         *    *    *

           Liquidity and Going Concern Uncertainty

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

"As of September 30, 2003, our cash and cash equivalents totaled
approximately $64,000.  This is a decrease of $172,000 as compared
to December 31, 2002.

"During the nine months ended September 30, 2003, we had a net
decrease in cash of $172,000.  The net cash used in  operating  
activities of $125,000 during the nine months ended September 30,
2003 was primarily the net result of the net loss of $2,372,00,  
the decrease in deferred revenue associated with a change in
accounting estimate related to the e-New Media agreement of
$2,097,000, and the increase in Accounts Receivable of $1,877,000.
These amounts were offset by the increase in accounts payable  and  
accrued expenses of $3,011,000 and non-cash expenses of
$3,317,000.

"Our operations generated negative cash flow during the nine
months ended September 30, 2002 and we are reporting a net loss
for the nine months ended September 30, 2003.  We expect a  
significant use of cash during the remainder of the 2003 fiscal
year as we continue to initiate the business opportunity for
Altnet, Inc. We anticipate that our current cash reserves, plus
our expected generation of cash from existing operations, may not
be sufficient to fund our anticipated expenditures for the
remainder of 2003. Consequently, we may require additional equity
or debt  financing  during 2003, the amount and timing of which
will depend in large part on our spending program. Our recent
financings  have  been  significantly dilutive to our stockholders  
and if additional funds are raised through the issuance of equity  
securities, our stockholders may experience significant additional
dilution.  Furthermore, there can be no assurance that additional  
financing will be available when needed or that if available, such
financing will include terms favorable to our stockholders or us.
If such financing is not available when required or is not
available on acceptable terms, we may be unable to develop or
enhance our products and services, take advantage of business
opportunities or respond to competitive pressures, any of which
could have a material adverse effect on our business, financial
condition and results of operations, and would most likely result
in our having to file for bankruptcy protection under the
Bankruptcy Code.

"The [Company's] consolidated financial statements have been
prepared assuming that we will continue as a going concern, which  
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  The carrying
amounts of assets and liabilities presented in the financial  
statements do not purport to represent realizable or settlement
values. The report of our Independent Certified Public Accountants  
for the December 31, 2002 financial statements included an  
explanatory paragraph expressing substantial doubt about our
ability to continue as a going concern."


CENTURY/ML CABLE VENTURE: Claims Bar Date Set for Jan. 15, 2004
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
directs creditors owed money by Century/ML Cable Venture to file
their proofs of claim against the Debtor on or before
January 15, 2004.  Proof of claim forms may be obtained at:

      http://www.uscourts.gov/bkforms/official/b10.pdf

All proof of claim forms must be received by the Bankruptcy Court
before 5:00 p.m. on Jan. 15. If filed by regular mail, claims must
be sent to:

        Century/ML Cable Venture Claims Processing Center
        c/o United States Bankruptcy Court
        Southern District of New York
        Bowling Green Station
        PO Box 5139
        New York, NY 10004-5139
        
If by overnight courier or hand delivery, to:

        Century/ML Cable Venture Claims Processing Center
        c/o United States Bankruptcy Court
        Southern District of New York
        One Bowling Green, Room 534
        New York, NY 10004-1408

Six categories of claims are exempted from the Bar Date:

        1. claims already properly filed with the Court or with
           the Claims Agent, Bankruptcy Services LLC;

        2. claims not listed as contingent, unliquidated or
           disputed in the Debtor's Schedules;

        3. claims previously allowed by Order of the Court;

        4. claims already paid in full by the Debtor;

        5. claims allowable under Sec. 503(b) and 507(a)(1) of the
           Bankruptcy Code as administration expense claims; and

        6. claims arising out of an equity interest in the
           Debtor's estate.                

Century/ML Cable Venture is a holder of the cable franchise in
Levittown, Puerto Rico and a New York joint venture between
Century Communications Corp., a wholly owned indirect subsidiary
of Adelphia Communications, and ML Media Partners, L.P.  The
Debtor filed for Chapter 11 relief on September 30, 2002 (Bankr.
S.D.N.Y. Case No. 02-14838).  Richard S. Toder, Esq., Neil H.
Herman, Esq., and Ron Baskin, Esq., at Morgan, Lewis & Bockius LLP
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets and debts of more than $100 Million.


CKG ENERGY, INC: Involuntary Case Summary
-----------------------------------------
Alleged Debtors: CKG Energy, Inc.
                 10713 Ranch Road 620
                 Bldg. F, Suite 621
                 Austin, Texas 78726

Involuntary Petition Date: December 31, 2003

Case Number: 03-70916

Chapter: 11

Court: Western District of Texas (Midland)

Judge: Ronald B. King

Petitioners' Counsel: Wiley France James, III, Esq.
                      James, Goldman & Haugland, P.C.
                      P.O. Box 1770
                      El Paso, TX 79949-1770
                      Tel: 915-532-3911
         
Petitioners: Computa Log USA, Inc.
             c/o Michael Stephenson
             500 Winscott Road
             Fort Worth, TX 76126

             Fleet Cementers, Inc.
             c/o Michael Stephenson
             500 Winscott Road
             Fort Worth, TX 76126

             Key Energy Services Inc.
             c/o Robert McKenzie
             6 Desta Dr Ste 4400
             Midland, TX 79705
             
             Baker Hughes Oilfield Operations
             c/o Christopher Ryan
             3900 Essex Lane
             Suite 1200
             Houston, TX 77027

             Basic Energy Services, L.P.
             c/o Judy McPeters
             P.O. Box 10460
             Midland, TX 79702
                                               
Aggregate Amount of Claims: $1,357,980


COVANTA ENERGY: Heber Plan Declared Effective on Dec. 18, 2003
--------------------------------------------------------------
Because each of the conditions to the Effective Date pursuant to
the Heber Plan occurred or was waived, the Court declared the
Heber Plan effective on December 18, 2003.

A. Administrative Fees Bar Date

   In accordance with the Heber Plan, all applications for actual
   and necessary costs and expenses incurred before the Effective
   Date pursuant to Sections 503(b), 507(a)(1), 507(b) or
   1114(e)(2) of the Bankruptcy Code must be filed with the
   Bankruptcy Court on or before 4:00 p.m. prevailing Eastern
   Time on January 19, 2004, except for:

      -- the U.S. Trustee Claims;

      -- the postpetition liabilities incurred and payable in
         the ordinary course of business by any Heber Debtor
         prior to the Closing Date; or

      -- fees and expenses incurred by:

            * Retained Professionals; and

            * Persons employed by the Heber Debtors or serving as
              independent contractors to the Reorganizing Debtors
              in connection with their reorganization efforts.

B. Record Date for Distributions

   The Distribution Record Date under the Heber Plan is
   November 21, 2003.  As of the close of business on the
   Distribution Record Date, the applicable Heber Debtors' books
   and records for each of the Classes of Claims or Equity
   Interests as maintained by the Heber Debtor or its agent, will
   be deemed closed, and there will be no further changes in the
   record holders of any of the Claims or Equity Interests.  The
   applicable Heber Debtor will have no obligation to recognize
   any transfer of Claims or Equity Interests occurring on or
   after the Distribution Record Date.

C. Exercise of Option to Purchase Certain Partnership Interests

   Pursuant to the Alternative Transaction Purchase Agreement, as
   contemplated by the Heber Plan, the Buyers have exercised
   their option to directly acquire the Equity Interests in the
   SIGC Project Company rather than the Equity Interests in SIGC
   One Sub and SIGC Two. (Covanta Bankruptcy News, Issue No. 44;
   Bankruptcy Creditors' Service, Inc., 215/945-7000)    


CRESCENT REAL: Hires Anthony B. Click as VP, Leasing in Dallas
--------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) announced that
Anthony B. "Tony" Click has joined Crescent's Dallas leasing team
as vice president, leasing.

Mr. Click's primary responsibility with the company will be
leasing Crescent's flagship property, The Crescent(R), in Uptown
Dallas.

Prior to joining Crescent, Mr. Click served as principal and
leader of the office development division for Trammell Crow
Company in Dallas, a position which he held since 1998. Mr. Click
was employed with Trammell Crow Company from 1992 through 2003.
His company, The Click Company, merged with Trammell Crow Company
in 1992.

"Tony's 20 years of experience in Dallas office leasing and
development will further strengthen our top ranking team, which
again leased over 3 million square feet of Class A office space in
Dallas in 2003. We are very excited to have Tony join us and look
forward to the opportunities he will bring," said John Zogg,
senior vice president, asset management & leasing for Crescent.

Crescent has agreed to grant common share options covering a total
of 25,000 common shares to Mr. Click as an inducement for his
employment. In accordance with NYSE Rule 303(A)(8), the grant was
approved by Crescent's independent executive compensation
committee. The exercise price for the options, which vest 20% per
year for each of the next five years, is equal to the closing
price of Crescent's common shares on the NYSE on January 2, 2004,
the date of the grant.

Crescent Real Estate Equities Company is one of the largest
publicly held real estate investment trusts in the nation. Through
its subsidiaries and joint ventures, Crescent owns and manages a
portfolio of 75 premier office properties totaling over 30 million
square feet located primarily in the Southwestern United States,
with major concentrations in Dallas, Houston, Austin and Denver.
In addition, the Company has investments in world-class resorts
and spas and upscale residential developments.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its ratings on Crescent Real Estate Equities
Co., and Crescent Real Estate Equities L.P., and removed them
from CreditWatch, where they were placed on Jan. 23, 2002.  The
outlook remains negative.

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

Crescent Real Estate Equities Co.
  Corporate credit rating            BB            BB/Watch Neg
  $200 million 6-3/4%
     preferred stock                 B             B/Watch Neg
  $1.5 billion mixed shelf   prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
   Corporate credit rating           BB            BB/Watch Neg
   $150 million 6 5/8% senior
      unsecured notes due 2002       B+            B+/Watch Neg
   $250 million 7 1/8% senior
      unsecured notes due 2007       B+            B+/Watch Neg


CSK AUTO CORP: Prices Tender Offer for $280M of 12% Senior Notes
----------------------------------------------------------------
CSK Auto Corp. (NYSE: CAO), the parent company of CSK Auto Inc., a
specialty retailer in the automotive aftermarket, announced the
consideration to be paid in the previously announced cash tender
offer and consent solicitation of CSK Auto Inc., for all of its
$280 million outstanding principal amount of 12% Senior Notes due
2006.

The consideration for each $1,000 principal amount of notes
tendered is $1,126.465 plus accrued and unpaid interest, plus a
consent payment of $20 per $1,000 principal amount of notes
tendered with consents on or prior to 5 p.m., New York City time,
on Dec. 31, 2003.

The consideration was determined as of 10 a.m., New York City
time, Friday, by reference to a fixed spread above the yield to
maturity of the 2.00% U.S. Treasury Note due Nov. 30, 2004.

The tender offer will expire at 12 midnight, New York City time,
on Jan. 15, 2004, unless extended by CSK Auto Inc. The
consummation of the tender offer is conditioned upon the
successful completion of a replacement financing consisting of a
new note offering and the amendment of the senior credit facility
of CSK Auto Inc., among other conditions. The settlement date will
promptly follow the expiration date.

Credit Suisse First Boston LLC is the Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer may be directed to Credit
Suisse First Boston's Liability Management Group at 800-820-1653.
Request for documents may be directed to MacKenzie Partners Inc.,
the Information Agent, at 212-929-5500.

The new notes to be offered have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

CSK Auto Corp. (S&P, B+ Corporate Credit Rating, Stable) is the
parent company of CSK Auto Inc., a specialty retailer in the
automotive aftermarket. As of May 4, 2003, the company operated
1,108 stores in 19 states under the brand names Checker Auto
Parts, Schuck's Auto Supply and Kragen Auto Parts.


CYCLELOGIC: Paying $50,000 of Prepetition Critical Vendor Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to CycleLogic, Inc.'s request to pay prepetition
claims held by certain of its critical vendors.

The Debtor has identified, but does not disclose the identity of,
certain critical vendors who are "absolutely essential to its
business operations."  These Critical Vendors primarily include
telecommunication and service providers for specialized computer
software and hardware.  In its motion, the Debtor seeks to pay, in
its discretion, up to $50,000 in the aggregate to the Critical
Vendors.

The Debtor believes that the authorization to make payment to the
Critical Vendors and preservation of their relationship is crucial
to the continued viability of its business, not to mention central
to its efforts to maximize value in this chapter 11 case.

These telecommunication and related services are simply not
readily available in the marketplace and either could not be
replaced or the delay in obtaining a replacement would
significantly harm the Debtor's business.

Headquartered in Miami, Florida, CycleLogic, Inc., has made the
transition from Internet media company to wireless software
provider. It offers Mobile Internet solutions that allow wireless
operators and their end users to take full advantage of the
Internet across multiple platforms.  The Company filed for chapter
11 protection on December 23, 2003 (Bankr. Del. Case No. 03-
13881).  Joseph A. Malfitano, Esq., at Young, Conaway, Stargatt &
Taylor represents the Debtor in its restructuring efforts.   When
the Company filed for protection from its creditors, it listed
assets of more than $100 million and debts of over $10 million.


DII INDUSTRIES: Will Pay Up to $4.5-Million of Tax Obligations
--------------------------------------------------------------
In connection with the normal operation of their businesses, the
DII Industries and Kellogg, Brown & Root Debtors accrue various
property, sales and use, excise and fuel taxes.  The Debtors (a)
incur and pay property taxes for the various pieces of property
they own, (b) collect sales, use and fuel taxes which must be paid
to various taxing authorities and (c) collect excise taxes on
amounts paid for certain types of fuels.

With the Court's permission, the Debtors will pay their
prepetition tax obligations in the ordinary course of business.  
The Debtors recognize that, in any event, they are obligated to
pay these taxes.  Therefore, they do not believe that their
Estates will be burdened by the payment of the prepetition taxes.

The Debtors estimate that, as of the Petition Date, they owe
$4,500,000 in taxes incurred prepetition but not yet paid to the
Taxing Authorities.  Of this amount, the Debtors estimate owing
$3,700,000 in prepetition property taxes.

On a monthly basis, the Debtors pay on average $760,000 in sales
and use taxes.  The Debtors are current on the payment of those
taxes, other than the accrued amounts or obligations that may
arise as a result of payments that have not cleared as of the
Petition Date.  The Debtors estimate that the amounts owed for
fuel and excise taxes are de minimis -- about $2,400. (DII & KBR
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ENRON: Selling Smith Street Bldg. to Antonio Pacifico Trustee
-------------------------------------------------------------
After the auction, U.S. Bankruptcy Court Justice Gonzalez
authorizes the sale of the 1400 Smith Street Building to Antonio
Pacifico Trustee for $55,500,000.  

The Enron Corporation Debtors are empowered to consummate the sale
and perform all obligations related to the transaction.  

Furthermore, the Court rules that all claims, liens and
encumbrances, except that of Fisk Electric Company, are forever
barred, estopped and permanently enjoined from being asserted
against Antonio Pacifico Trustee, its successors, assigns and
property.  The Enron Parties, Subagent Travis National Properties
Corporation and the Agent reserve their right to challenge the
validity and amount of Fisk's claims or liens.

                          *   *   *

                         Backgrounder

The Office Property is a multi-story, class A office building
located in downtown Houston, Texas consisting of 1,265,000
rentable square feet.  In April 1997, the Office Property was
refinanced with $284,500,000 in synthetic lease financing
involving:

   (a) a loan to Brazos Office Holdings LP by a syndicate of
       banks with JPMorgan Chase Bank as the Agent; and

   (b) a Land and Facilities Lease Agreement dated as of April
       14, 1997, covering the Office Property by and between
       Brazos, as lessor, and Organizational Partner, Inc., an
       affiliate of Enron, as lessee.

Enron guaranteed the performance of Organizational's obligations
under the Lease pursuant to a Parent Guaranty dated as of April
14, 1997.  Organizational assigned to ELP and ELP assumed all of
Organizational's rights and obligations under the Lease pursuant
to an Assignment and Assumption Agreement executed as of April 14,
1997.  ELP subleased the improved real property to Enron pursuant
to a Sublease dated as of April 14, 1997.  Enron assigned its
rights and obligations under the Sublease to EPSC pursuant to an
Assignment and Assumption Agreement dated as of July 31, 1997.

After the Petition Date, the Agent asserted that certain Events
of Default occurred.  Upon the occurrence of an Event of Default,
Mr. Sosland explains that the Lease provides the agent certain
right and remedy, including, without limitation, those that may
adversely affect ELP's right, title and interest in and to the
Office Property and the ability of Enron and its affiliates to
occupy it.  As ELP is not a debtor, the automatic stay would not
apply to prevent the Agent from exercising remedies it may have
against ELP under the Lease and other synthetic lease documents.

On October 10, 2002, the Agent filed Proofs of Claim Nos. 11224
and 11225 against Enron.  On October 15, 2002, Brazos filed Claim
Nos. 19149 and 19151 against Enron and Claim Nos. 19150 and 19152
against EPSC.  The Claims relate to Enron and EPSC's alleged
obligations under the Parent Guaranty.

As the occupancy of the Office Property was of paramount
importance to Enron, on May 14, 2002, the Enron Parties entered
into a Forbearance Agreement pursuant to which the Agent agreed
to forbear from taking actions under the synthetic lease
documents.  As amended, the Agent's forbearance will end on
December 31, 2003.

On September 2, 2003, TNPC, a wholly owned subsidiary of the
Agent, purchased at foreclosure Brazos' interest in the Lease and
the Property.  The foreclosure did not affect the right, title or
interest of ELP in or to the Property. (Enron Bankruptcy News,
Issue No. 92; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENVIRONMENTAL ELEMENTS: Completes Debt Restructuring Transaction
----------------------------------------------------------------
Environmental Elements Corporation (Pink Sheets: EECP)
successfully concluded negotiations and has executed documents
with its primary lender that will restructure its current debt
agreement.  

The new agreement provides for a $5,000,000 reduction of EEC's
outstanding line of credit balance, an increase in the borrowing
capacity under the line and a restructuring of the financial and
other covenants within the previous borrowing agreement.  In
return for these accommodations, EEC assigned to the Bank its
rights to a long-term lease on its headquarters building in
Baltimore, Maryland.

"This is a significant accomplishment for the Company and an
important component of our plan towards financial recovery," said
Lawrence Rychlak, President and CFO.  "We are very fortunate to
have a lender who has truly been an important and supportive
financial partner throughout the years and are very pleased to
conclude the months of effort by both parties and close this deal.  
This new financing package will strengthen our balance sheet,
lower our future interest cost and provide sufficient capital for
the Company to execute its operating plan into the future.  The
completion of this deal, coupled with our recent successes in
receiving significant orders for our products and services, closes
out our third fiscal quarter in great fashion and provides us with
a strong foundation for success for the remainder of this fiscal
year and into the next."

Environmental Elements Corporation is a solutions-oriented
provider of plant maintenance services, air pollution control
technology and complementary products.  For over 55 years, EEC has
served a broad range of customers in the power generation, pulp
and paper, waste-to-energy, rock products, metals and
petrochemical industries.

Environmental Elements' September 30, 2003 balance sheet shows a
working capital deficit of about $10 million, and a total
shareholders' equity deficit of about $12 million.


FEDERAL-MOGUL: PD Committee Brings-In Bilzin Sumberg as Counsel
---------------------------------------------------------------
The Official Committee of Asbestos Property Damage Claimants of
the Federal-Mogul Debtors, seeks the Court's authority to retain
Bilzin Sumberg Baena Price & Axelrod LLP, as their counsel nunc
pro tunc to November 17, 2003.

Asbestos PD Committee Co-Chairman, Daniel Speights, informs the
Court that in the interests of the asbestos property damage
claimants, the PD Committee will require the advice and
representation of Bilzin Sumberg during the administration of the
Debtors' Chapter 11 consolidated cases.

The PD Committee wants to retain Bilzin Sumberg to:

   (a) provide legal advice with respect to its rights, duties
       and powers in the Consolidated Cases;

   (b) provide assistance in:
          
       -- investigating the acts, conduct, assets, liabilities
          and financial condition of the Debtors;

       -- the operation of the Debtors' businesses; and

       -- the desirability of the continuance of the businesses
          and any other matter relevant to the Consolidated Cases
          or to the formation of a plan;

   (c) prepare pleadings and applications as may be necessary for
       the Committee's interests and objectives;

   (d) participate in formulating a plan or plans of
       reorganization;

   (e) assist in considering and requesting the appointment
       of a trustee or examiner or conversion, if necessary;

   (f) consult with the Debtors, their counsel and the
       United States Trustee concerning the administration of
       the estate;

   (g) represent them in hearings and other judicial proceedings;
       and

   (h) perform other legal services as may be required and as are
       deemed to be in the best interests of the PD Committee and
       the constituency that it represents.

Mr. Speights informs the Court that given the advanced stage of
the Consolidated Cases, the PD Committee will principally focus
its attention and utilize Bilzin Sumberg's services in connection
with the Debtors' reorganization and the treatment of asbestos
property damage claims.  

"It is not the PD Committee's intention to 'reinvent the wheel'
by revisiting matters generally concerning the administration of
the Consolidated Cases, which will duplicate the efforts, and
attendant expense, of other constituencies in the Consolidated
Cases," Mr. Speights contends.

Bilzin Sumberg's restructuring and bankruptcy group has extensive
experience with routine and complex in-court and out-of-court
reorganizations, placing substantial emphasis on creditors'
rights, corporate, banking and financial matters.  Bilzin Sumberg
also has considerable experience in reorganization cases before
the bankruptcy court and is uniquely well qualified to act as
counsel for the PD Committee.

According to Mr. Speights, Bilzin Sumberg's attorneys and
paralegal will be compensated based on these hourly rates:

          Partners
             Scott L. Baena             $550
             Robert W. Turken            410

          Associates
             Jay M. Sakalo               275
             Allyn S. Danzeisen          275

          Paralegal
             Luisa M. Flores             120

Scott L. Baena, a partner at Bilzin Sumberg, assures the Court
that the firm has no connection with, and holds no interest
adverse to the PD Committee.  Bilzin Sumberg is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code and
as required under Section 327(a).

Since Bilzin Sumberg does not have an office in Delaware, the
firm has coordinated with Ferry, Joseph & Pearce, P.A., a
Delaware law firm, to assist it in its representation of the PD
Committee.  The Firm and FJ&P will divide tasks and
responsibilities to avoid unnecessary and duplicative services.
(Federal-Mogul Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FRANK'S NURSERY: Posts 10% Decline in December Same Store Sales
---------------------------------------------------------------
Frank's Nursery & Crafts, Inc. (OTC:FNCN) reported net sales of
$35.6 million for the four week period ended December 28, 2003
versus net sales of $39.7 million for the corresponding period in
fiscal 2002, a comparable store decrease of 10.4%.

Net sales for the forty-eight week period ended December 28, 2003
were $313.1 million compared to $309.3 million for the
corresponding period in fiscal 2002, a comparable store increase
of 1.2%.

Franks Nursery -- whose November 2, 2003 balance sheet shows a
total shareholders' equity deficit of about $716,000 -- is the
nation's largest lawn and garden specialty retailer and operates
170 stores in 14 states. Franks Nursery is also a leading retailer
of indoor garden products and accessories, including silk floral
arrangements, as well as Christmas decor merchandise.


GLOBAL CROSSING: Pushing for Approval of Tekelec Settlement Pact
----------------------------------------------------------------
Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP, in New York,  
informs the Court that Tekelec is one of the Global Crossing
Debtors' largest vendors.  Tekelec provides the Debtors with
hardware and software products for the transport of voice signals
on their Network in various locations worldwide.  The Debtors
entered into a number of separate agreements with Tekelec for the
provision of equipment and support services.  The Agreements
provided that the Debtors would purchase a variety of equipment,
software, maintenance, warranties and support from Tekelec over a
period of several years.

In 2001, when the Debtors entered into the Agreements, they
anticipated a large scale build-out of their Network.  
Accordingly, the Debtors entered into the Agreements to obtain
the hardware and software necessary for the large expansion.
Since that time, the Debtors have significantly reduced their
operating costs and streamlined their businesses.  As a result,
much of the purchased hardware and software is now unnecessary
for the Debtors' ongoing operations.

Specifically, the Agreements are:

(1) World Master Agreement between Global Crossing North America,
    Inc. and Tekelec, dated August 2, 2001, which is the master
    agreement to all of the other agreements between the parties;

(2) European Supplement Agreement No. 1 to the World Master
    Agreement, dated August 3, 2001, between Tekelec and GC Pan
    European Crossing Holdings B.V., wherein the Debtors agreed
    to purchase $5,100,000 of hardware to support voice signaling
    services in Europe;

(3) Letter of Commitment, dated March 30, 2001, between Global
    Crossing Ltd. and Tekelec, wherein the Debtors agreed to
    purchase $13,600,000 of telecommunications equipment to
    be used throughout various locations worldwide;

(4) (a) Tekelec Quote for European Sentinel Monitoring Equipment
    and Three Year Millennium Warranty, and the related Support
    Services and Millennium Service Plan, and (b) Tekelec Quote
    for Tier 3 Custom Extended Warranty including (i) the Tekelec
    Standard Warranty and Tekelec Custom Extended Warranty and
    (ii) the Tekelec Customer Services Catalog Publication No.
    910-0124-01, pursuant to which Tekelec agreed to provide
    maintenance, warranties and support services to the Debtors
    for the hardware that they purchased under the other
    agreements.

A number of different disputes have arisen under the Agreements.
First, under the Commitment Letter, the Debtors agreed to
purchase $13,600,000 of telecommunications equipment from Tekelec
to be used throughout various locations worldwide.  Tekelec
argues that the Debtors breached the Commitment Letter by failing
to pay for equipment shipped on October 21, 2001 in connection
with the Debtors' European Network.  Similarly, Tekelec contends
that the Debtors breached the European Supplement Agreement No. 1
by failing to pay for a variety of equipment delivered to the
Debtors.

Furthermore, Tekelec asserted claims in the Debtors' Chapter 11
cases exceeding $14,000,000 for shipped goods, extended warranty
claims, backlog claims, and other account receivables related to
the Agreements.  While the Debtors dispute these claims, the
Debtors have not yet objected to them.

Due to changes in market conditions and their downsizing of
operations, the Debtors no longer require all the hardware and
software that they have committed to purchase under the
Agreements.  Nevertheless, the Debtors require certain of the
agreements for the ongoing operation of their Network.  Absent a
settlement, the Debtors believe that they may be required to pay
significant cure costs in connection with the assumption of the
agreements.

Following extensive arm's-length negotiations, the Debtors and
Tekelec entered into a settlement agreement that resolves the
parties' disputes under the Agreements.  The salient terms of the
Settlement Agreement are:

(A) Return of Equipment

    The Debtors will take all actions reasonably required to
    effectuate title transfer of the equipment that was delivered
    to them pursuant to the Commitment Letter to Tekelec free and
    clear of liens, claims and encumbrances.  In the event of
    default by the Debtors, the Settlement Agreement provides
    that Tekelec will have a single Allowed Administrative
    Expense Claim against the Debtors pursuant to Section 503 of
    the Bankruptcy Code, not to exceed the value of any equipment
    they fail to return.  The parties agree that the aggregate
    value of all equipment is $5,460,000;

(B) Allowed General Unsecured Claim

    Tekelec will have an allowed general unsecured claim in the
    Debtors' Chapter 11 cases aggregating to $8,058,000;

(C) Release by the Parties

    Without further delay, the Debtors and Tekelec fully and
    finally release, acquit and forever discharge each other,
    from any and all Claims, demands, obligations, actions,
    causes of action, rights or damages under any legal theory,
    including under contract, tort, or otherwise, which they now
    have, may claim to have or ever had, whether known or unknown
    in connection with the Agreements, other than Claims arising
    under any warranties contained in the Agreements or
    applicable law, provided, however, that the releases do not
    affect obligations expressly preserved by or contained in the
    Settlement Agreement;

(D) Collection of VAT Refund

    If Tekelec receives a VAT bad debt relief refund, the Debtors
    agree not to object to or contest this VAT refund.  The
    Debtors also agree that any bad debt relief notices required
    to be sent by Tekelec to the Debtors pursuant to the VAT
    regulations will not be deemed a violation of the automatic
    stay pursuant to Section 362 of the Bankruptcy Code.  The
    Debtors, however, will not be responsible to Tekelec for the
    payment of the VAT refund.  Without further delay, Tekelec
    will escrow an amount equal to GBP61,722, representing 20%
    of the expected VAT refund.  If the Debtors are required to
    pay the VAT Refund to the appropriate authorities in the
    United Kingdom, the Debtors will be entitled to receive 20%
    of any amounts that they are required to pay, plus interest,
    from the Escrowed Funds;

(E) Assumption of the World Master Agreement and Maintenance
    Agreements

    The Debtors will assume the World Master Agreement and the
    Maintenance Agreements.  Upon assumption, there is no cure
    required in connection with or arising from the assumption of
    the World Master Agreement and Maintenance Agreements
    pursuant to Section 365 of the Bankruptcy Code; and

(F) Rejection of European Supplement Agreement No. 1 and the
    Commitment Letter

    The Debtors will reject the European Supplement Agreement No.
    1 and the Commitment Letter.

By this motion, the Debtors ask the Court to approve their
Settlement Agreement with Tekelec.

Mr. Basta contends that the Settlement Agreement is fair and
equitable and falls well within the range of reasonableness.  The
Settlement Agreement resolves over $14,000,000 in claims against
the Debtors, without the need for protracted litigation, at a
fraction of that amount.  In addition, under the Settlement
Agreement, the Debtors will assume only those agreements that are
necessary to the continuing operations of the Network, without
the incurrence of any cure costs.  Moreover, under the Settlement
Agreement, Tekelec and the Debtors agree to release all claims
against each other for actions occurring before the date of the
Settlement Agreement.  This release dispels the threat of
potential litigation and allows the parties to resume a normal
business relationship.

Furthermore, Mr. Basta points out that under the Settlement
Agreement, the Debtors will recover from Tekelec 20% of any VAT
liability, which may exceed $104,810 and which may be owed by the
Debtors to authorities in the United Kingdom for failure to pay
for hardware and software purchased by the Debtors pursuant to
European Supplement Agreement No. 1.  Tekelec asserts that
because of the Debtors' non-payment, it may be entitled to a VAT
bad debt relief refund in an amount equal to GBP308,610, which
amount the United Kingdom HM Customs and Excise authorities may
seek to recover from the Debtors.  Pursuant to the Settlement
Agreement, if the Debtors are required to pay any VAT liability,
Tekelec will reimburse the Debtors from a segregated escrow
account established by Tekelec under the terms of the Settlement
Agreement, for 20% of any amounts paid by the Debtors. (Global
Crossing Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


GOLDEN NORTHWEST: First Creditors' Meeting Set for January 29
-------------------------------------------------------------
The United States Trustee will convene a meeting of Golden
Northwest Aluminum, Inc.'s creditors on January 29, 2004, at 3:30
p.m., at the US Trustee's Office, 620 SW Main Street, Room 223,
Portland, Oregon 97205.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in The Dalles, Oregon, Golden Northwest Aluminum,
Inc., is a primary aluminum producer.  The Company, together with
three affiliates, filed for chapter 11 protection on December 22,
2003 (Bankr. Or. Case No. 03-44107).  Richard C. Josephson, Esq.,
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed debts
and assets of more than $100 million each.


GOODWILL CARE: Begins Chapter 7 Liquidation Process in Seattle
--------------------------------------------------------------
The owners of Goodwill Care, a company that once operated 10 adult
homes in Snohomish County, Washington, have filed for chapter 7
bankruptcy and face a $6 million wrongful-death lawsuit filed by
the family of a former resident, the Seattle Times reports.

The state Department of Social and Health Services last year
investigated the death of 73-year-old Adela De Los Santos, one of
six residents at Goodwill Care's Snohomish home on Alice Avenue.
The company, owned by Michael and Margaret Goodwill of Lake
Stevens, earlier this year announced plans to close three of its
homes and sell the remaining seven. (ABI World, Jan. 2, 2004)


GOODWILL CARE: Voluntary Chapter 7 Case Summary
-----------------------------------------------
Lead Debtor: Goodwill Care Inc.
             c/o Margaret Goodwill
             2823 124th Ave NE
             Lake Stevens, Washington 98258-0000

Bankruptcy Case No.: 03-26472

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                         Case No.
     ------                                         --------
     Michael L. Goodwill and Margaret A. Goodwill   03-26473

Type of Business: The Debtor operates an Adult Home Care
                  Services.

Chapter 11 Petition Date: December 26, 2003

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtors' Counsel: Jonathan S. Smith, Esq.
                  Advantage Legal Group
                  11100 NE 8th Sreet # 750
                  Bellevue, WA 98004
                  425-452-9797
                  Fax: 425-453-2315

                              Total Assets      Total Debts
                              ------------      -----------
Goodwill Care Inc.                      $0       $6,204,013
Michael L. Goodwill and           $551,900       $7,815,582
  Margaret A. Goodwill


HA-LO INDUSTRIES: Plan Confirmation Objections Due on Jan. 12
-------------------------------------------------------------
On November 3, 2003, the U.S. Bankruptcy Court for the Northern
District of Illinois ruled on the adequacy of the Disclosure
Statement prepared by Ha-Lo Industries, its debtor-affiliates and
its Official Committee of Unsecured Creditors to explain their
proposed Second Amended Liquidating Plan.

The Court found that the Disclosure Statement contained the right
kind and amount of information to enable creditors to make
informed decisions whether to reject or accept the Plan.

Accordingly, the Honorable Carol A. Doyle will convene a hearing
to consider the confirmation of the Liquidating Plan for
January 28, 2004, at 11:00 a.m. CST.

Any party in interest objecting to the Plan must file with the
Bankruptcy Court a written objection on or before January 12,
2004.  Copies must also be sent to:

        1. Counsel for the Debtors
           LeBoeuf, Lamb, Greene & MacRae       
           One Embarcadero Center
           San Francisco, California 94111-3619
           Attn: Neal L. Wolf, Esq. and
                 Todd L. Padnos, Esq.

        2. Counsel for the Committee
           Piper Rudnick, LLP
           203 North LaSalle Street
           Suite 1800
           Chicago, Illinois 60601-1293
           Attn: Mark A. Berkoff, Esq.
                 Steven Christenholz, Esq.

        3. the Office of the United States Trustee
           227 W. Monroe Street
           Suite 3350
           Chicago, IL 60606
           Attn: Kathryn Gleason

Copies of the Plan and Disclosure Statement are on file with the
Clerk of the Bankruptcy Court.  They may also be obtained, upon
request, from the Debtors' Counsel.

Ha-Lo Industries, Inc., provides full service, innovative brand
marketing in the custom and promotional products industry. The
Company filed for chapter 11 protection on July 30, 2001.  Adam
G. Landis, Esq., Eric Lopez Schnabel, Esq., Mary Caloway, Esq., at
Klett Rooney Lieber & Schorling represent the Debtors in their
liquidating efforts.


INDIGINET: Taps Russell Bedford as New Independent Accountants
--------------------------------------------------------------
On November 18, 2003, Stark Winter Schenkein & Co., LLP, Indiginet
Inc.'s independent auditors, notified Indiginet that they intended
to resign from the client-auditor relationship with the Company.
Stark Winter's letter stating that the auditor-client relationship
with Indiginet was terminated was received by the Company on
November 24, 2003.

Stark Winter's reports on the Company's financial statements for
the years ended  December 31, 2001 and December 31, 2002 contained
an explanatory paragraph regarding the substantial doubt about the
Company's ability to continue as a going concern.

The decision to change accountants was not approved or recommended
by the Company's Board of Directors.

In the course of its review of Indiginet's financial statements
for the nine months period ended September 30, 2003, Stark Winter
was unable to determine whether all issuances of common stock by
the Company pursuant to S-8 registration statements complied with
all applicable securities laws and regulations.  In addition,
Stark Winter was not satisfied that the receipt of approximately
$253,000 of the proceeds received from the exercise of options to
purchase stock registered on Form S-8 by the officer of Company
did not violate the Sarbanes-Oxley Act.

The subject matter of the disagreements was discussed between
Stark Winter and the sole director of the Company and could not be
resolved to the satisfaction of Stark Winter.

Indiginet has authorized Stark Winter to respond fully to the
inquiries of the successor accountant concerning the subject
matter of each of the disagreements set forth  above.

On November 20, 2003 Indiginet engaged Russell Bedford Stefanou
Mirchandani LLP, certified public accountants, as its independent
accountants to report on the Company's balance sheet as of
December 31, 2003, and the related statements of income,
stockholders' equity and cash flows for the year then ended.  The
decision to appoint Russell Bedford Stefanou Mirchandani LLP was
approved by Indiginet's Board of Directors.


INFORMATION ARCHITECTS: Seeking New Funds to Continue Operations
----------------------------------------------------------------
Information Architects Corporation suspended all of its operations
in December 2002. In January 2003, the Company restarted
operations in connection with the intended acquisition of the
assets of Perceptre, LLC which was completed on June 16, 2003
and, as a result, incurred a net loss for the nine months ended
September 30, 2003 of $2,098,0123 compared with a net loss for the
September 30, 2002 of $ 9,459,750.

Information Architects had revenues of approximately $55,517 in
2002 compared to revenue of $112,368 in 2003. Most of the revenues
were generated in the three month period ended September 30, 2003
amounting to $110,547 representing the revenue generated after the
purchase of the assets of Perceptre, LLC. In 2002 the revenue for
the same three month period was only $7,672, related to the fact
the Company suspended operations in 2002 late in the year.

On November 10, 2003, Greentech USA Corp acquired all interests in
Perceptre. As part of that transaction Greentech agreed to assume
two promissory notes owed to New Mexico Bank and Trust which has a
security interest in the Company's software and which the Company
is liquidating. These notes are also personally guaranteed by
Messrs. Weinstein, Desiderio and Aguir, directors of the Company.

Since inception, the Company had an aggregate net loss of
approximately $72.4 million. In order to continue operations,
Information Architects will once again seek additional funding
from outside sources. Among the options that are currently being
explored to raise capital are the issuance of stock and/or debt
financing. Without additional funding, Information Architects will
not be able to continue operations.


INSCI CORP: Trading Symbol Changed to INCCV after Reverse Split
---------------------------------------------------------------
INSCI Corp. (OTC Bulletin Board: INCCV), a leading provider of
enterprise content management (ECM) solutions, announced that
effective January 2, 2004, its trading symbol changed to INCCV
from INSS.  

The symbol change came as expected as a result of the Company's
previously announced reverse stock split.  The Company anticipates
that the V appearing in the symbol will be removed following
verification and issuance of the new certificates reflecting the
one-for-ten reverse split.

INSCI Corp. (OTC Bulletin Board: INCCV) is a leading provider of
solutions for the enterprise content management (ECM) market.  
INSCI's technology provides a strong foundation enabling companies
to manage the full spectrum of enterprise content, from documents
to e-mail, graphics and video.  INSCI's ESP+ Solutions Suite
enables financial services companies, call centers, health
insurance organizations, utilities and government to provide
Internet-based access for virtually unlimited users to their
banking and financial statements, customer bills and similar
content.

INSCI's WebWare Digital Asset Management (DAM) products provide a
powerful media services platform for integrating rich media into
enterprise content management systems, marketing and communication
portals, web publishing systems, and e-commerce portals.  WebWare
was named by eContent Magazine in its 2002 eContent 100 list of
leading digital content industry companies, and recently was named
the 2003 Product of the Year for excellence in information and
communication technology by industry analysts Frost & Sullivan.  
The award will be formally presented in 2004.

For more information about INSCI, visit http://www.insci.com/

At June 30, 2003, INSCI Corp.'s balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $3 million.    


INTERFERON SCIENCES: Recurring Losses Raise Going Concern Doubt
---------------------------------------------------------------
On March 11, 2003, Interferon Sciences, Inc. sold all its
inventory related to its ALFERON N Injection product and granted a
license to sell the product to Hemispherx Biopharma, Inc.  In
exchange for the inventory and license, the Company received HEB
common stock with a guaranteed value of $675,000, an additional
62,500 shares of HEB common stock without a guaranteed value, and
a royalty equal to 6% of the net sales of ALFERON N Injection. The
HEB common stock is subject to selling restrictions. In addition,
HEB assumed approximately $408,000 of the Company's payables and
various other commitments. The Company and HEB also entered into
another agreement pursuant to which the Company will sell to HEB,
subject to regulatory approval, the Company's real estate
property, plant, equipment, furniture and fixtures, rights to
ALFERON N Injection and all of its patents, trademarks and other
intellectual property related to its natural alpha interferon
business. In exchange, the Company will receive (if and when
approved) $675,000 of HEB common stock with a guaranteed value, an
additional 62,500 shares of HEB common stock without a guaranteed
value and a royalty equal to 6% of the net sales of all products
sold containing natural alpha interferon. HEB will assume
approximately $2.5 million of the Company's indebtedness that
currently encumbers its assets. In addition, pending the
completion of this transaction, HEB will fund the operating costs
of the Company's facility such as insurance, heat, light, air
conditioning and equipment maintenance.

Upon completion of the transaction with HEB, ISI will not be
involved in the natural alpha interferon business and will not
have a manufacturing and research facility. In addition, on August
29, 2003, ISI and Metacine, Inc. agreed to terminate their
agreements. On October 17, 2003, ISI and Amphioxus Cell
Technologies, Inc. entered into a non-binding letter of intent
pursuant to which ISI (or a wholly owned subsidiary of ISI) will
acquire ACT. ACT is a biotechnology company that applies liver
biology solutions to problems in drug discovery and human
therapeutics. The shareholders of ACT will receive preferred stock
of ISI, convertible into a number of common shares of ISI equal to
75% of the fully diluted capitalization of ISI.

At September 30, 2003, the Company had approximately $201,000 of
cash and cash equivalents, with which to support future operating
activities and to satisfy its financial obligations as they become
payable.

As of November 20, 2003, the Company has sold 388,000 of the
shares of HEB common stock and received net proceeds of $965,000.

The Company has experienced significant operating losses since its
inception in 1980. As of September 30, 2003, the Company had an
accumulated deficit of approximately $138.6 million. For the nine
months ended September 30, 2003, the Company earned net income of
$1,739,000 and for the years ended December 31, 2002, 2001 and
2000, the Company incurred losses of approximately $2.7 million,
$6.4 million, and $2.7 million, respectively. Also, the Company
has limited liquid resources. These factors raise substantial
doubt about the Company's ability to continue as a going concern.

Based on the Company's sale to HEB, estimates of revenue,
expenses, and the timing of repayment to creditors, management
believes that the Company has sufficient resources to enable the
Company to continue operations until March 31, 2004. However,
actual results may differ materially from such estimate, and no
assurance can be given that additional funding will not be
required sooner than anticipated or that such additional funding,
whether from financial markets or from other sources, will be
available when needed or on terms acceptable to the Company.
Insufficient funds will require the Company to terminate
operations.


IT GROUP: Plan Provides for Global Compromise & Settlement
----------------------------------------------------------
The IT Group Debtors' proposed Plan provides for a global
compromise and settlement of all Causes of Action as of the
Effective Date by and between:

   -- the Prepetition Lenders and their Agent, Citicorp USA,
      Inc.; and

   -- the Debtors, the Subsidiaries that are not debtors, and the
      Committee.

The Plan Settlement provides that, upon the occurrence of the
Effective Date:

   (a) the Lender Claims will be deemed Allowed in full as      
       provided in the Plan;

   (b) the Committee Lawsuit will be dismissed with prejudice;

   (c) any and all Claims and Causes of Action of the Debtors,  
       the Subsidiaries that are not Debtors, and the Committee
       against the Agent and the Prepetition Lenders as of the
       Effective Date will be forever waived, discharged,
       released and enjoined;

   (d) the holders of Allowed Lender Claims will receive the
       treatment accorded the Claims under the Plan in complete
       satisfaction of any and all rights, claims and Causes of
       Action that comprise or arise under the Lender Claims,
       including without limitation, any subordination or other
       provisions in respect of the Old Notes, the holders
       thereof or the Indenture Trustee; and
                                                         
   (e) any right to a Distribution on account of any deficiency
       Claim, Unsecured Claim or Administrative Claims, other
       than any claims for the reimbursement of all fees and
       expenses of the Agent that will remain in effect, which
       will be treated and paid as an Administrative Claim in
       accordance with the Plan, by the holders of the Lender
       Claims will be forever waived, discharged, released and
       enjoined, which Claims will be deemed satisfied in full by
       the treatment accorded the Lender Claims under the Plan.

Pursuant to the Plan Settlement and subject to the occurrence of
the Effective Date:

-- Holders of an Allowed Lender Claim will receive under the
   Plan, in full and complete satisfaction of the Claim, its Pro
   Rata Share of:

   (a) 87.5% of the available Proceeds;

   (b) 90% of the Shaw Stock;

   (c) 20% of the Avoidance Action Recoveries; and

   (d) 75% of the first $10,000,000 of Estate Cause of Action
       Recoveries and 50% of the Estate Cause of Action
       Recoveries thereafter.       

-- Each holder of an Allowed General Unsecured Claim against a
   Debtor will receive on the Distribution Dates on account of
   its Allowed General Unsecured Claim, its Pro Rata Share of:

   (a) 12.5% of the Available Proceeds;

   (b) the proceeds from the sale of disposition of 10% of the
       Shaw Stock in accordance with the Plan;

   (c) 80% of he Avoidance Action Recoveries; and

   (d) 25% of the first $10,000,000 of Estate Cause of Action
       Recoveries and 50% of Estate Cause of Action Recoveries
       thereafter.

With Respect to holders of:

A. Litigation Unsecured Claims

   Each Litigation Unsecured claim will be liquidated and
   satisfied pursuant to the Plan ADR and to the extent any Claim
   becomes an Allowed Litigation Unsecured Claim as provided in
   the Plan ADR in excess of available insurance proceeds -- net
   of any deductible or self-insured retention payment -- to pay
   the Claim, if applicable, the holder of the Claim will receive
   on the Distribution Dates on account of its Allowed Litigation
   Unsecured Claim, its Pro Rata Share of the Distributions to
   holders of Allowed General Unsecured Claims under the Plan.  

B. Allowed Securities Litigation Claims and Allowed Subordinated
   Claims.

   Each holder of an Allowed Securities Litigation Claim will not
   receive or retain any Distribution on account of the Allowed
   Securities Litigation Claim or Allowed Subordinated Claim in
   accordance with Sections 510(b) and 510(c) of the Bankruptcy
   Code.  

C. Equity Interests in the Debtors

   All Equity Interests in each of the Debtors will be
   cancelled, annulled and extinguished on the Effective Date,
   and the Holders of the Equity Interests will not receive or
   retain any property under the Plan.

The Confirmation Order will approve the Plan Settlement and
authorize the parties to take all actions that are necessary or
appropriate to implement and give effect to the Plan Settlement
subject to the occurrence of the Effective Date. (IT Group
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


JAG MEDIA: Preparing Prospectus for 25-Mill. Class A Share Issue
----------------------------------------------------------------
Jag Media Holdings Inc. has prepared a prospectus relating to the
resale of up to 24,911,807 shares of its Class A common stock,
including 20,000,000 shares of its Class A common stock that
Cornell Capital, L.P. may receive pursuant to an equity line
purchase agreement entered into with JAG as of April 9, 2002.
Cornell Capital is an "underwriter" within the meaning of the
Securities Act in connection with the resale of these shares. In
connection with the equity line purchase agreement, JAG also
agreed to pay to Cornell Capital a cash fee on each closing date
under the equity line in an amount equal to five percent of the
total advance made to JAG by Cornell Capital at such closing,
which cash fee may be deducted by Cornell Capital from the gross
proceeds due and payable to JAG. Accordingly, both the 5% discount
on the purchase of the Class A common stock to be received by
Cornell Capital and the 5% cash fee received by Cornell Capital on
each closing date under the equity line will be underwriting
discounts under the Securities Act.

The following shares of JAG's Class A common stock are also being
registered for resale under the prospectus:

     o 10,000 shares issuable to Westrock Advisors, Inc, as a
       placement agent fee in connection with the equity line,

     o up to 1,000,000 shares issuable to Company President and
       Chief Executive Officer, Gary Valinoti, upon exercise of a
       stock option,

     o up to 500,000 shares issuable to Company Executive Vice
       President and Chief Operating Officer, Stephen J.
       Schoepfer, upon exercise of a stock option,

     o up to 500,000 shares issuable to Company Executive Vice
       President and Chief Financial Officer, Thomas J. Mazzarisi,
       upon exercise of a stock option,

     o up to 750,000 shares issuable to M.S. Farrell & Co., Inc.
       upon exercise of a stock purchase warrant (which amount
       assumes conversion of all Series 1 Class B shares into
       Class A shares),

     o up to 25,000 shares issuable to Butler Gonzalez LLP upon
       exercise of a stock purchase warrant,

     o up to 500,000 shares issuable to Strategic Growth
       International, Inc., upon exercise of a stock option (which
       amount assumes conversion of all Series 1 Class B shares
       into Class A shares),

     o 441,807 shares issued to Strategic Growth International
       Inc. as payment for services rendered to JAG under an
       investor relations agreement (which amount assumes
       conversion of all Series 1 Class B shares into Class A
       shares),

     o 1,000,000 shares owned by First Allied Capital Group, LLC,

     o 110,000 shares owned by Thomas J. Mazzarisi (which amount
       assumes conversion of all Series 1 Class B shares into
       Class A shares), and

     o 75,000 shares owned by Stephen J. Schoepfer (which amount
       assumes conversion of all Series 1 Class B shares into
       Class A shares).

JAG's Class A common stock is traded on the Nasdaq OTC Bulletin
Board under the symbol "JGMHA." On November 26, 2003, the closing
bid price of the Class A common stock as reported on the Nasdaq
OTC Bulletin Board was $0.38.

The shares of Class A common stock offered involve a high degree
of risk.  It is likely that the Class A common stock will be
subject to "penny stock" rules, which generally require that a
broker or dealer approve a person's account for transactions in
penny stocks and the broker or dealer receive from the investor a
written agreement to the transactions setting forth the identity
and quantity of the penny stock to be purchased before a trade
involving a penny stock is executed.

JAG Media Holdings' October 31, 2003 balance sheet shows that
total liabilities exceeded its total assets by about $255,000.


KAISER ALUMINUM: Secure Self Pitches Best Bid for Spokane Assets
----------------------------------------------------------------
Secure Self Storage, LLC submitted the successful bid for
Parcels 3 and 6B, in Spokane, Washington, pursuant to a Court-
approved auction under the terms of the Sale Agreement between
the Kaiser Aluminum Debtors and Secure LLC.

Secure LLC will purchase Parcels 3 and 6B, free and clear of
liens, claims, encumbrances and other interests, in accordance
with Section 363(f) of the Bankruptcy Code.  In addition, all
liens, claims, encumbrances and other interests will attach to
the proceeds of the sale with the same validity and priority as
they attached to the assets, provided that these liens, claims,
encumbrances and other interests will be on a super priority
basis pursuant to Sections 363, 364 and 507(b).

Judge Fitzgerald authorizes the Debtors to consummate the sale of
Parcels 3 and 6B and enter into any appropriate agreements or
transactions, including modifications or amendments to the Secure
LLC Sale Agreement that would not have a material adverse effect
on the Debtors, their creditors or the estate without any further
delay.

                        *     *     *

                         Backgrounder

The Kaiser Aluminum Debtors own several parcels of raw land
located in Spokane, Washington.  These surplus properties are
near, but not contiguous with or utilized by the Debtors' alumina
smelter in Mead, Washington.  Two of these properties are located
to the north and west of the actual plant site -- Parcels 3 and 6B
-- and another is located to the east -- Parcel 4.  Parcels 3 and
6B have never been used by the Debtors in the operation of the
Mead facility or for any other purpose and, in fact, are zoned for
residential use only.  While zoned for industrial use, Parcel 4
also has not been used by the Debtors in the operation of Mead
facility or for any other purposes.  As undeveloped land, the
Surplus Properties does not contain any buildings or other
improvements and would require a full range of infrastructure,
including streets, a sewer system and electricity, as a part of
their development.

                       The Sale Agreements

As a result of the Debtors' marketing efforts concerning the
surplus land, the Debtors and Secure Self Storage, LLC entered
discussions about purchasing Parcels 3 and 6B.  The Debtors
subsequently entered into a purchase and sale agreement with
Secure LLC, pursuant to which the Debtors agreed to sell
Parcels 3 and 6B for $1,230,000.  The Debtors also entered into
discussions, and subsequently reached a purchase and sale
agreement, with the Jack E. Hessel Trust to sell Parcel 4 for
$1,370,000.

Both Sale Agreements contain substantially similar terms:

   (a) The Surplus Properties are being sold on an "as is, where
       is" basis with all faults and without any warranties,
       representations or guarantees, either express or implied,
       as to the condition, fitness for any purpose,
       merchantability, or any other warranty or any kind, nature
       or type from or on behalf of the Debtors;

   (b) Secure LLC is required to deposit $50,000 and Jack
       Hessel is required to deposit $60,0000, in earnest money
       with a qualified title insurance company issuing the title
       policies for both of the Surplus Properties.  The earnest
       amounts will be credited towards the applicable purchase
       price upon closing of each sale.  Except in limited
       circumstances, the earnest amounts cannot be refunded
       after the expiration of due diligence periods identified
       in each of the Sale Agreements;

   (c) In the event that the Court orders that auctions are to be
       held for the sale of the Surplus Properties and Secure LLC
       or Jack Hessel are not the successful bidders of those
       properties, Secure LLC and Jack Hessel will each be
       entitled to receive reimbursement of the lesser of:

       -- their reasonable out-of-pocket expenses incurred in
          connection with purchases of the Surplus Properties; or

       -- 3% of the applicable purchase price. (Kaiser Bankruptcy
          News, Issue No. 36; Bankruptcy Creditors' Service, Inc.,
          215/945-7000)  


KSAT: Obtains Canadian Certificate of Intent to Dissolve
--------------------------------------------------------
A certificate of intent to dissolve was issued to KSAT Satellite
Networks Inc., under date of December 12, 2003 pursuant to the
Business Corporations Act (Yukon) (the "YBCA"), as approved by the
shareholders of KSAT at a special meeting duly called for the
purpose and held on the 20th day of June, 2003, at which the
shareholders passed a special resolution requiring KSAT to be
liquidated and dissolved voluntarily under the provisions of the
YBCA.

As required by the provisions of the YBCA, KSAT will publish and
deliver notice of the issuance of the certificate to each known
creditor, which notice will state that any person who has any
claim against KSAT must file proof of such claim with KSAT on or
before February 26, 2004, after which time the property of KSAT
will be distributed amongst the persons entitled thereto, having
regard to the claims of which KSAT then has notice.

Prior to commencing dissolution proceedings, KSAT was in the
satellite telecommunications business in China. The common shares
of KSAT trade on the Canadian NEX Board of the TSX Venture
Exchange under the trading symbol "KSA.H".


LAIDLAW: Greyhound Meets Revolving Credit Facility Requirements
---------------------------------------------------------------
In October 2000, Greyhound Lines, Inc., entered into a revolving
credit facility to fund working capital needs and for general
corporate purposes.  On May 14, 2003, Greyhound entered into an
amended and restated revolving credit facility superceding the
previous facility.

Kevin E. Benson, President, Chief Executive Officer, and Director
of Laidlaw International Inc., relates that letters of credit or
borrowings are available under the Greyhound Facility based on
the total of 80% of the appraised wholesale value of bus
collateral, plus 65% of the quick sale value of certain real
property collateral, minus $20,000,000 -- which at August 31,
2003, aggregated to $113,800,000 -- subject to a maximum of
$125,000,000, inclusive of a $70,000,000 letter of credit sub-
facility.  

Borrowings under the Greyhound Facility are available at a rate
equal to Wells Fargo Bank's prime rate plus 1.5% per annum or
LIBOR plus 3.5% per annum, as selected by Greyhound.  Letter of
Credit fees are 3.5% per annum.  Borrowings under the Greyhound
Facility mature on October 24, 2004.

The Greyhound Facility is secured by liens on substantially all
of Greyhound's assets and the stock and assets of certain of its
subsidiaries.  The Greyhound Facility is subject to certain
affirmative and negative operating and financial covenants,
including:

   -- maximum total debt to cash flow ratio;

   -- minimum cash flow to interest expense ratio;

   -- minimum cash flow;

   -- limitation on non-bus capital expenditures;

   -- limitations on additional liens, indebtedness, guarantees,
      asset disposals, advances, investment and loans; and

   -- restrictions on the redemption or retirement of certain
      subordinated indebtedness of equity interest, payment of
      dividends and transactions with affiliates, including
      Laidlaw International, Inc.

As of August 31, 2003, Mr. Benson reports that Greyhound had
$30,100,000 cash borrowings under the Facility, issued letters of
$46,700,000, and had $37,000,000 in availability.

As of August 31, 2003, Greyhound was in compliance with all
covenants.  But based on Greyhound's current financial forecast,
the management is unable to predict with reasonable assurance
whether Greyhound will remain in compliance with the terms of the
Greyhound Facility for the remainder of Calendar 2003 and 2004.  

In the audit report dated March 26, 2003, Greyhound's auditors
included an explanatory paragraph that stated that Greyhound's
consolidated financial statements had been prepared assuming
Greyhound will continue as a "going concern."  If Greyhound fails
to remain in compliance with the existing covenants, as modified,
Greyhound will seek further modifications to the Greyhound
Facility.  Additional modifications or the cost of the
modifications or other further changes to the Facility could have
a material adverse effect on Greyhound, Mr. Benson admits.

If the further modifications are required but are not obtained
from the lenders under the Greyhound Facility, Greyhound may seek
a replacement for the Facility from other financing sources.  If
alternate sources of financing are not then available, then
Greyhound may not be able to satisfy its obligations as they
become due and may not be able to continue as a "going concern."
(Laidlaw Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


LEIGH ENTERPRISES: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Leigh Enterprises, Inc.
        dba A.D. Price Funeral Establishment
        POB 1291
        Richmond, Virginia 23210-1291

Bankruptcy Case No.: 03-41964

Type of Business: Funeral Establishment

Chapter 11 Petition Date: December 29, 2003

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Robert A. Canfield
                  Canfield, Shapiro, Baer, et al.
                  2201 Libbie Avenue, Suite 200
                  Richmond, VA 23230
                  Tel: 804-673-6600
                  Fax: 804-673-6604

Total Assets: $1,083,550

Total Debts:  $2,154,316

Debtor's 14 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
BB&T                          All Assets of the       $1,200,000
                              Business to include    ($1,081,050
                              all real estate,         secured.)
                              vehicles and other
                              assets.

Consolidated Bank & Trust,    All Real Estate           $475,000
Inc.                                                   ($941,700
POB 26823                                              secured.)
Richmond, VA 23261

Industrial Development Auth.  212 E. Leigh Street       $212,000
                              Richmond, VA 23219       ($800,000
                                                       secured.)

Batesville Casket Co.                                   $135,000

Richmond Economic             212 E. Leigh Street        $66,980
Development                   Richmond, VA 232190      ($800,000
                                                       secured.)

Verizon                                                  $23,092

City of Richmond                                         $15,758

B&L Cremations Systems                                    $7,875

BB&T Bankcard                                             $6,459

City of Richmond                                          $3,973

Nextel Communications                                     $2,868

LeClair Ryan                                              $2,291

AT&T                                                      $1,576

Verizon                                                   $1,444


LITEGLOW INDUSTRIES: Bankruptcy Raises Going Concern Uncertainty
----------------------------------------------------------------
The financial statements of Liteglow Industries Inc. have been
prepared assuming that Liteglow Industries, Inc. will continue as
a going concern.  

The Company has suffered losses from operations during the nine
months ended September 30, 2003.  On October 2, 2003, Liteglow
Industries, Inc. filed a voluntary petition of relief, pursuant to
Chapter 11 of the United States Bankruptcy Act, in the United
States Bankruptcy Court for the Southern District of Florida, case
number 03-27244-BKC-RBR. Prior to the filing, the lender providing
the line of credit to the Company, informed the Company that it
was in technical default of a loan covenant.  Furthermore, at
September 30, 2003 the Company could not demonstrate that it had
sufficient liquidity to meet its routine operating costs for the
next year.  These circumstances raise substantial doubt about the
entity's ability to continue as a going concern.  

The Company believes that the following events necessitated the
need to file for bankruptcy protection.  Prior to the filing, the
lender providing the line of credit to the Company informed the
Company that it was in technical default of a loan covenant;
however, the Company disputes the merit of this claim.  
Additionally, certain major chain store customers returned
significant amounts of its unsold inventory under a guarantee
clause, and took credits that offset invoices that were to be paid
in the current period thereby impairing the Company's cash flow.
Finally, litigation costs relating to a settled patent
infringement case exceeded $250,000 and other threatened and
pending lawsuits involving the Company necessitated the Company
seeking relief.  The Company is unsure of the post-petition impact
the bankruptcy will have on operations.

Since the date of filing of the Petition, the Company has entered
into a Court approved cash collateral agreement with Merrill Lynch
Business Financial Services, Inc. which authorizes the Company to
use revenues to operate the business while in Chapter 11.  The
Company has the sole and exclusive right to file a Plan of
Reorganization on or before February 2, 2004.


LITFUNDING: Reports Events Leading to Bankruptcy Filing in Nov.
---------------------------------------------------------------
On April 2, 2003 several persons who alleged that they were joint
venturers and creditors of Litfunding Corporation, a Nevada
corporation, filed an involuntary bankruptcy petition against the
Company in the United States Bankruptcy Court, Central District of
California, Case No. LA03-19005 ES. The filing of the Petition
severely damaged the Company by, among other things, severely
devaluing its stock price. The Company believes that the Petition
was filed in bad faith, first because the Company does not believe
that Petitioners hold any claims against the Company, and second
because the Company believes that the Petitioners filed the
Petition solely to advance collateral litigation objectives.

The Company has spent the past eight months contesting the
Petition, and it has expended significant resources on this
effort. The material facts relative to this litigation, and the
Company's recent entry into a Chapter 11 proceeding, are
summarized below:

o On May 15, 2003, the Company moved the United States Bankruptcy
  Court for an order of dismissing the Petition. The Court treated
  the Company's motion as one for summary judgment and denied it
  on the ground that there were disputed factual issues, which
  would require an evidentiary hearing.

  On June 19, 2003, the Petitioners moved the Court for an order
  appointing an interim trustee. The Court denied that motion. The
  Court also set the matter for trial on August 28 and August 29,
  2003.

o In July, the Court continued the trial, upon application by the
  Petitioners, until September 23, 2003. Subsequently, the Court
  continued the matter to November 24 and 25th, 2003 and ordered
  the parties to mediation.

o A two day mediation occurred in September of 2003.
  Unfortunately, this mediation was unsuccessful. Approximately
  ten days after the mediation failed, counsel for the Petitioners
  sought a meeting to present another settlement proposal. A
  meeting was held on October 10, 2003, a Friday, to consider this
  proposal. This meeting was attended by the President of the
  Company and its counsel. At the conclusion of this meeting the
  parties entered into a stipulation. In summary, the Stipulation
  provided: (1) the Petitioners would convert their involuntary
  Chapter 7 proceeding to an involuntary Chapter 11 proceeding;
  (2) the Company would consent to the entry of an order of relief
  under Chapter 11; (3) the Company would reserve all of its
  rights to seek damages against the Petitioners relating to the
  bad-faith filing of the involuntary petition; and (4) the
  Petitioners agreed not to seek the appointment of a trustee for
  six months.

o Since the Stipulation provided for a consensual Chapter 11
  filing, the Company believed that it required the formal
  approval of the Company's Board of Directors prior to being
  valid and binding under Nevada law. Accordingly, on the very
  next business day, October 13, 2003, the Company's Board of
  Directors met to consider the Stipulation. After carefully
  considering the merits of the Stipulation, the Board of
  Directors voted to reject the Stipulation as written, because
  there were provisions therein that could negatively impact the
  ability of the Company's operating subsidiary, California
  Litfunding, a California corporation to raise capital
  prospectively, even though California Litfunding was not
  entering into bankruptcy proceeding under this agreement.
  Although the Petitioners were informed of this vote, they
  elected to file the Stipulation with the Court, and thereafter
  they endeavored to enforce the Stipulation through a motion. In
  the Motion To Enforce, the Petitioners contended, among other
  things that the Stipulation was enforceable without the
  necessity of a vote of the Company's Board of Directors.

o On November 14, 2003, a hearing was held on Motion To Enforce. A
  hearing on a motion filed by Litfunding Nevada seeking an order
  compelling the Petitioners to post a bond to secure any
  prospective damage judgment the Company might obtain against the
  Petitioners for the wrongful involuntary filing was heard on the
  same date. After considering the arguments of both parties, the
  Court concluded that the Stipulation was enforceable.
  Accordingly the Court granted the Motion To Enforce. An order
  for relief placing the Company into a Chapter 11 proceeding was
  entered by the Court on November 19, 2003. The Court also
  ordered the Petitioners to post a bond in the amount of
  $500,000.

As a result of the foregoing:

o The Company has been placed into Chapter 11 proceeding effective
  November 19, 2003. None of the Company's subsidiaries are in a
  bankruptcy proceeding.

o The Company is a holding company. Accordingly, it has nominal
  operations. The operating entity is California Litfunding, a
  California company, which is not in a bankruptcy. The Company
  does not believe that the Petitioners hold any claims against
  the Company.

o The Company has made several offers of settlement to the
  Petitioners. However, to date, none of these offers have been
  accepted.

o California LitFunding, which is not in bankruptcy, is seeking
  new sources of capital to fund its business operations, and it
  is in negotiations with several parties to reach this goal.

o The Company looks forward to promptly resolving its Chapter 11
  proceeding, either through the dismissal of this proceeding, or
  through the confirmation of a Chapter 11 plan.


LTV: ACC Files Preliminary Avoidance Suits Settlement Report
------------------------------------------------------------
The Official Committee of Administrative Claimants of The LTV
Corporation Debtors presents a Preliminary Report Regarding
Results Obtained from the Compromise and Settlement Proposal for
all LTV Steel Avoidance Litigation to inform the Court of the
preliminary results of the ACC's settlement of the LTV Steel
avoidance actions.

Matthew R. Goldman, Esq., at Baker & Hostetler LLP, in Cleveland,
Ohio, recounts that the ACC's goal is to settle as many currently
pending avoidance actions as possible in which LTV Steel is the
Plaintiff.  To achieve that goal, the ACC contacted hundreds of
defendants and extended settlement offers to those defendants in a
good faith effort to resolve as many of the pending adversary
proceedings as possible.

To date, Mr. Goldman reports that 261 avoidance actions have been
successfully settled.  Approximately $1,300,000 has been collected
and forwarded to LTV Steel, and a substantial number of
administrative claims have been reduced or eliminated.  A number
of the adversary proceedings could not be settled because some of
the defendants have filed their own bankruptcy cases or are in
receivership proceedings.

According to Mr. Goldman, the vast majority of the settled cases
do not require the filing of a motion to compromise under Fed. R.
Bankr. P. 9019.  Rather, the ACC is required to file a report with
the Court disclosing those cases that have been settled.  Mr.
Goldman relates that the ACC will file a final report informing
the Court of all settled cases.  In addition, LTV Steel is in the
process of counter-signing the settlement agreements, where
applicable, and filing the stipulations and agreed orders
dismissing the settled avoidance actions. (LTV Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


LUBY'S INC: First-Quarter 2004 Net Loss Widens to $4.5 Million
--------------------------------------------------------------
Luby's, Inc. (NYSE:LUB) announced the results of operations for
the first quarter of fiscal 2004, ended November 19, 2003. Bank
debt paydowns, primarily from the sale of real estate, totaled
$2.8 million in the first quarter, resulting in an ending bank
debt balance of $88.8 million. The Company also posted lower prime
costs (food and labor) as a percent of sales compared to the same
quarter last year.

"The first quarter helps bring into focus the operational
improvements that have occurred over the past year," said Chris
Pappas, President and CEO. "As a Company, we are operating more
efficiently at the restaurant level, which is indicative of our
hard work. We also are continuing to implement the other
components of our business plan, including selling properties to
pay down our debt."

For the first quarter, total Company sales declined approximately
3.9% to $70.0 million from $72.8 million a year ago. Of the total
decrease, $1.5 million relates to a 2.2% decline in same-store
sales. The remainder relates to net store closures not included in
the business plan. Total prime costs for the first quarter
decreased as a percentage of sales from 58.0% in the first quarter
of 2003 to 55.3% in the first quarter of 2004. Food cost decreased
from 27.7% a year ago to 27.2% this year, complemented by a labor
cost decrease from 30.3% in 2003 to 28.1% this year. The Company
was able to achieve a lower food cost, even in the face of higher
beef, dairy, and produce prices, because of store closures and the
efforts of the managers using food budgeting tools. The decrease
in labor cost was primarily the result of the continued efforts to
improve efficiency.

"Our managers have worked especially hard for the Company over the
past few quarters as we have introduced new systems, cost
management tools, and the 'Classic Combo' meals in the
restaurants. You can see the fruits of their work in our improved
year-over-year operational results, despite factors outside of
their control, like commodity food prices," said Pappas. "We
salute them for their efforts."

For the first quarter, general and administrative expenses
declined $715,000 compared to the same period last year. This was
due in part to increased efforts related to the Company's business
plan to better control expenses at the corporate level. Interest
expense was higher on a year-over-year basis, mostly due to an
increase in the amortization on the discount on the Company's
subordinated debt and an increase in the effective interest rate
on the Company's outstanding debt. Luby's reported a loss from
operations that compared favorably to the prior year, posting a
loss of $371,000 in 2004 compared to a loss of $1.5 million in
2003. The Company experienced a decline in other income, net from
$2.9 million a year ago to $192,000 this year, mostly due to gains
on real estate property sold during the first quarter of fiscal
2003.

The Company recognized two charges to its earnings during the
first quarter as a result of store closures and changes in
estimated fair value of properties held for sale. The first charge
of approximately $276,000 -- shown as a provision for asset
impairments and restaurant closings -- impacted the Company's
income (loss) from operations. This provision primarily includes
write-downs to properties marked for disposal under prior plans.
The second charge of approximately $2.0 million -- shown as
discontinued operations -- includes noncash charges of
approximately $742,000 whereby applicable restaurants closed
during the fiscal year were written down to their net realizable
value. Additional charges within discontinued operations included
operating losses from those closed locations, allocated interest
expense, and termination costs associated with the implementation
of the business plan to date, including lease settlements and
carrying costs of closed stores.

Luby's reported a loss before discontinued operations for the
first quarter of $2.5 million and a net loss of $4.5 million. This
compares to the first quarter of fiscal 2003, which featured a
loss before discontinued operations of $13,000 and a net loss of
$3.1 million. The Company posted an EBITDA of $4.2 million in the
first quarter of 2004, compared to an EBITDA of $2.8 million in
the first quarter of 2003 (see EBITDA reconciliation below).

The Company previously announced that during the implementation of
the business plan it will report same-store sales and cash flow
results of the Company's core stores. Same-store sales for these
core stores declined 2.0% for the first quarter of fiscal 2004
compared to a 2.6% decline for the same period last year. These
stores achieved a cash flow margin of 13.7% compared to last
year's results of 13.1%. Store-level cash flow margins are defined
as sales minus food cost, payroll, and occupancy and other
expenses, as a percent of sales.

Luby's provides its customers with delicious, home-style food,
value pricing, and outstanding customer service at its 142
restaurants in Dallas, Houston, San Antonio, the Rio Grande
Valley, and other locations throughout Texas and other states.
Luby's stock is traded on the New York Stock Exchange (symbol
LUB). For more information about Luby's, visit the Company's
website at www.lubys.com.

As reported in Troubled Company Reporter's May 27, 2003 edition,
Luby's was notified by its subordinated note holders, Chris and
Harris Pappas, that as a result of the ongoing default under the
Company's senior indebtedness (bank debt), the Company's
subordinated debt held by the Pappases was also in default. The
bank debt default also triggered an automatic suspension of
interest payments on the subordinated debt.


MACHINING CORPORATION: Signs-Up Brouse McDowell as Attorneys
------------------------------------------------------------
Machining Corporation of America, Inc., is asking for approval
from the U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, to retain and employ Brouse McDowell, LPA as
Counsel.

Brouse McDowell is particularly well suited for the type of
representation required by the Company, having expertise in all
aspects of the law that may arise in Debtor's Chapter 11 case. In
particular, Brouse McDowell has bankruptcy, business
restructuring, business law and litigation expertise, the Debtor
adds.

In this retention, Brouse McDowell will:

     a. advise Debtor of its rights, powers and duties as a
        debtor-in-possession in continuing to operate and manage
        its business and property;

     b. prepare on behalf of Debtor all necessary and
        appropriate applications, motions, pleadings, draft
        orders, notices, schedules and other documents, and
        reviewing all financial and other reports to be filed
        with the Court in its Chapter 11 case;

     c. advise Debtor concerning, and preparing responses to,
        applications, motions, pleadings, notices and other
        papers that may be filed and served in its Chapter 11
        case;

     d. advise Debtor concerning, and assisting in the
        negotiation and documentation of, the refinancing or
        sale of Debtor's assets; debt and lease restructuring;
        executory contract and unexpired lease assumptions,
        assignments or rejections; and related transactions;

     e. review the nature and validity of liens asserted against
        Debtor's property and advising Debtor concerning the
        enforceability of such liens;

     f. advise Debtor concerning the actions that it might take
        to collect and recover property for the benefit of its
        estate;

     g. counsel Debtor in connection with the formulation,
        negotiation and confirmation of a plan of reorganization
        and related documents; and

     h. perform such other legal services for and on behalf of
        Debtor as may be necessary or appropriate in the
        administration of its Chapter 11 case and Debtor's
        business, including advising and assisting Debtors with
        respect to debt restructuring, corporate governance
        issues related to such restructuring, stock or asset
        dispositions and general business and litigation
        matters.

Marc B. Merklin, Esq., a shareholder of Brouse McDowell reports
that the current hourly rates the firm charges range from:

          Shareholders         $190 to $315 per hour
          Associates           $125 to $220 per hour
          Paralegals           $85 to $125 per hour
          Law Clerks           $35 per hour

Headquartered in Barberton, Ohio, Machining Corporation of
America, Inc., is a production manufacturing facility for high-
volume and short-lot machining, heat treatment, and assembly. The
Company filed for chapter 11 protection on December 24, 2003
(Bankr. N.D. Ohio Case No.: 03-56738).  Marc B. Merklin, Esq., at
Brouse McDowell, LPA represent the Debtor in its restructuring
efforts. When the Company filed for protection from its creditors,
it listed both estimated debts and assets of over $10 million.


MAGELLAN HEALTH: Completes Financial Workout & Exits Chapter 11
---------------------------------------------------------------
Magellan Health Services, Inc., the nation's largest behavioral
health care company, has successfully consummated its financial
restructuring, establishing a sound capital structure that will
support and enhance the long-term growth and potential of its
business.

Magellan's restructuring reduced its debt by approximately $600
million and added approximately $150 million in new equity.
Accordingly, Magellan today exited from the Chapter 11 proceeding
it commenced on March 11, 2003.

Steven J. Shulman, chief executive officer of Magellan, said, "We
set a goal of establishing a capital structure that would provide
a healthy financial foundation for our business, and we are very
proud to have achieved that goal while increasing the quality of
service to our customers, members and providers.

"The 'new Magellan' delivers unparalleled service, strength and
solutions to all of our stakeholders, and our organization is
energized to grow. With our debt concerns behind us, we can
completely focus management's time and energy on our business and
providing a platform for growth and enhanced service. Further, we
can explore opportunities for innovation that leverage our
expertise as the market leader," Shulman concluded.

In giving effect to its restructuring plan, the Company exercised
its right to increase proportionately the number of common shares
to be issued pursuant to the plan and is issuing 2.3 shares for
each share stated in the plan to be issued. As a result, Magellan
is issuing an aggregate of approximately 35.3 million shares.

The Company's common shares will begin trading today on the Nasdaq
Stock Market under the ticker symbol "MGLN".

Magellan also announced the appointment of the new Board of
Directors as set forth in its plan of reorganization. The Board
comprises the following individuals:

-- Steven J. Shulman (board chairman), chief executive officer,
   Magellan Health Services

-- Rene Lerer, M.D., president and chief operating officer,
   Magellan Health Services

-- Saul E. Burian (compensation committee chair), director,
   Houlihan, Lokey, Howard & Zukin

-- Michael Diament, portfolio manager and director of bankruptcies
   and restructurings, Renegade Swish, LLC

-- Robert Haft, chairman, National Pharmacies Group

-- Mark L. Hilson, managing director, Onex Corporation

-- Robert M. Le Blanc (lead director), managing director, Onex
   Corporation

-- Christopher Govan, managing director, Onex Corporation

-- Michael P. Ressner (audit committee chair), adjunct professor
   of finance and accounting, North Carolina State University.

The Company announced that, as part of its reorganization, it
entered into a new credit agreement with Deutsche Bank and other
lenders that provides the Company with $100.0 million in term
loans, an $80.0 million letter of credit facility and a $50.0
million revolving credit facility. The term loans and any loans
under the revolving credit facility will bear interest at an
annual rate equal to LIBOR (or an alternate domestic reference
rate) plus 2.5%, and the letter of credit facility will bear
interest at an annual rate of 3.5%, subject to adjustment in
certain circumstances as provided by the credit agreement. The
facility will mature on August 15, 2008. There currently are no
loans outstanding under the revolving facility. The Company used
the proceeds from the term loans, together with other funds, to
repay all loans outstanding under its previous credit facilities.

As set forth in the plan, the common shares consist of two newly
authorized classes of common stock. Approximately 26.9 million
shares of Ordinary Common Stock are being issued to former
creditors and shareholders and approximately 8.4 million shares of
Multi-Vote Common Stock are being issued to an affiliate of Onex
Corporation in consideration of a cash investment of approximately
$100.6 million committed to by Onex as part of the restructuring
plan. In general, shares of the two classes of common stock have
the same powers, privileges and rights, except that the shares of
Multi-Vote Common Stock collectively are entitled to cast 50% of
the aggregate votes that may be cast by all common stockholders on
matters that come before common stockholders for a vote, and are
entitled to elect, voting as a separate class, four of the nine
directors. The Ordinary Common Stock is entitled to elect, voting
as a separate class, three of the nine directors. The remaining
two directors are to be elected by all common stockholders voting
together as one class (with the Multi-Vote Common Stock having 50%
of the vote).

Former common stockholders of Magellan as of the close of business
today will receive under the plan, for every 310 shares of old
common stock held, one share of Ordinary Common Stock and a
warrant to purchase one share of Ordinary Common Stock for $30.20
at any time through January 5, 2011. In the aggregate,
approximately 114,165 shares of Ordinary Common Stock and warrants
for an additional 114,165 shares are being issued to former common
shareholders.

Former preferred shareholders receive warrants on the same terms
to purchase an aggregate of 456,660 shares of Ordinary Common
Stock, as well as 456,660 shares of Ordinary Common Stock.
Pursuant to the plan, a warrant was issued to Aetna, Inc. to
purchase 230,000 shares of Ordinary Common Stock at $10.48 per
share at any time between January 5, 2006 and January 5, 2008. A
management incentive plan providing for stock options and other
equity incentive awards covering up to a total of approximately
6.4 million shares of Ordinary Common Stock also became effective
in accordance with the restructuring plan, under which 167,516
shares were granted to executive management and options for
approximately 4.3 million shares were granted to members of
management (including executive management). As a result, on a
fully diluted basis, Magellan would have an aggregate of 40.4
million shares outstanding or subject to outstanding options and
warrants.

The share issuances included approximately 5.1 million shares of
Ordinary Common Stock purchased on the exercise of subscription
rights provided to certain creditors under the restructuring plan
at a price of $12.39 per share. Of the approximately 35.3 million
shares being issued, approximately 0.5 million shares are being
held pending the resolution of certain disputed claims in the
bankruptcy.

All previously outstanding shares and notes were cancelled
effective yesterday and their former holders and other former
creditors of the company will be receiving notices regarding the
distributions to be made to them under the restructuring plan. All
previously outstanding options and warrants also were cancelled as
of 4:00 pm Eastern time yesterday.

Further information regarding the transactions that became
effective yesterday in accordance with the restructuring plan is
included in the Current Report filed by Magellan on the same day
with the Securities and Exchange Commission.

Headquartered in Columbia, Md., Magellan Health Services is the
country's leading behavioral managed care organization. Its
customers include health plans, corporations and government
agencies.


MAGELLAN HEALTH: Secures Court Approval of Stipulation with MTS
---------------------------------------------------------------
Magellan Health Services, Inc., obtained the U.S. Bankruptcy
Court's approval of a Stipulation MTS Health Partners L.P.,
resolving claim dispute between the parties.

The salient terms of the Stipulation are:

   (1) The Amended Proofs of Claim will be reduced and allowed
       for distribution purposes as one General Unsecured Claim
       against the Debtors for $2,100,000.  Except for the
       Amended Proofs of Claim, as reduced and allowed pursuant
       to the Stipulation and Order, MTS will have no other
       claims against the Debtors in their Chapter 11 cases;

   (2) Pursuant to the Plan, MTS is deemed to elect the Partial
       Cash-Out Election in respect of the shares of New Common
       Stock that MTS is entitled to receive pursuant to the
       Plan;

   (3) The Agreement will be deemed rejected pursuant to Section
       365 as of October 17, 2003;

   (4) The Stipulation constitutes a full and final compromise of
       any claims, legal or equitable, arising out of the
       Agreement, the services rendered pursuant to it, or the
       rejection of the Agreement or which were or could have
       been asserted by the Parties in the District Court Action,
       and the Parties mutually release those claims and agree
       that without further delay, they will file a stipulation
       of dismissal with prejudice of the District Court Action
       with the Clerk of the United States District Court for the
       Southern District of New York pursuant to Rule
       41(a)(1)(ii) of the Federal Rules of Civil Procedure; and
  
   (5) The payment of the Amended Proofs of Claim will be in full
       and complete satisfaction of any and all claims or causes
       of action that MTS has or may have against the Debtors
       arising in connection with the District Court Action or
       the Amended Proofs of Claim.

                          Backgrounder

Prior to the Petition Date, the Magellan Health Debtors entered
into a letter agreement with MTS Health Partners L.P., dated
June 15, 2002, pursuant to which MTS agreed to provide certain
financial advisory services to the Debtors.  In the fall of 2002,
the Debtors employed Gleacher Partners LLC to act as their
financial advisors.

In October 2002, alleging that the Debtors breached the
Agreement, MTS filed a complaint against the Debtors in the
United States District Court for the Southern District of New
York seeking damages.  On December 27, 2002, the Debtors answered
the complaint denying all allegations and asserted counterclaims
against MTS.

On the Petition Date, all proceedings in the District Court
Action were stayed.

On March 13, 2003, MTS filed Claim Nos. 1 through 5 against
certain of the Debtors, asserting claims aggregating $1,200,000
plus additional unliquidated amounts.  On July 24, 2003, MTS
amended the Proofs of Claim with Claim Nos. 4250, 4251, 4252,
4254, and 4255 to increase the claims to $11,000,000.

On August 8, 2003, MTS asked the Court to compel the Debtors to
allow or promptly object to the MTS Claim by establishing a date
by which the Debtors must object to the Amended Proofs of Claim.  
On August 18, 2003, the Debtors objected to the Original Proofs
of Claim, but not the Amended Proofs of Claim.  On September 12,
2003, MTS withdrew its request and agreed that the Claims
Objection would be deemed to object to the Amended Proofs of
Claim.

On September 18, 2003, the Debtors sought to reject the Agreement
pursuant to Section 365 of the Bankruptcy Code. (Magellan
Bankruptcy News, Issue No. 20: Bankruptcy Creditors' Service,
Inc., 215/945-7000)  

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt will drop from the Company's balance
sheet and Onex Corporation will invest more than $100 million in
new equity.  


MIRANT CORP: Wants Nod to Hire Heller Ehrman as Special Counsel
---------------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, Mirant Corp.
seeks the Court's permission to employ Heller Ehrman White &
McAuliffe LLP as their special counsel.

According to Michelle C. Campbell, Esq., at White & Case LLP, in
Miami, Florida, Heller served as project counsel on the Mirant
Oregon-Cayote Springs 2 (Boardman, OR) project since its
acquisition from Enron in 2000.  At present, the project is
jointly and equally owned by Avista Corporation and non-debtor
Mirant Oregon LLC.  Heller continues to represent the interest of
both owners in connection with the development, permitting and
operation of the facility.

Ms. Campbell tells the Court that the Debtors engaged Heller in
connection with the failure of the project's transformer,
recovery of insurance funds and potential legal action against
the transformer manufacturer.  Heller will also issue an opinion
letter regarding the project in connection with the Debtors' DIP
financing facility.

Ms. Campbell relates that Heller also served as project counsel
on the Mint Farm Generation-Mint Farm Project (Longview, WA),
since its inception.  Heller performed services in connection
with the development, permitting and construction of the
facility.  At present, construction on the project has been
suspended.

The Debtors anticipate that Heller will continue to serve as
project counsel to the Cayote Springs 2 project and assist with
non-bankruptcy related aspects of any sale or financing of the
Mint Farm project.  The Debtors believe that it is crucial to
employ Heller in their Chapter 11 cases to ensure that they can
draw on the firm's vast knowledge.  The Debtors will require
Heller to play a role in the Chapter 11 cases for them to receive
as much value as possible and that none of the professionals are
"reinventing the wheel."  Ms. Campbell points out that if the
Court does not authorize the Debtors to employ Heller, the
Debtors, their estates and all parties-in-interest would be
unduly prejudiced by the time and related expense for other
counsel to familiarize themselves with the work required.

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

Scot MacCormack, Esq., a partner of Heller, tells the Court that
to best of his knowledge, his firm does not have any connection
with or any interest adverse to the Debtors, their creditors, or
nay other party-in-interest, or their attorneys and accountants.

According to Mr. MacCormack, within one year prior to the
Petition Date, Heller received $166,000 from the Debtors in
connection with its prepetition services.  Moreover, Heller is
still owed $1,232 for services rendered to and cost incurred on
behalf of, the Debtors prior to the Petition Date.

Subject to the provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules and the Court orders, Heller will seek
compensation based on its customary hourly rates that are in
effect at the time the services are rendered.  Heller will also
seek reimbursement of its reasonable out-of-pocket expenses.
(Mirant Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MOBILE TOOL: Product Liability Claims Bar Date Set for Jan. 31
--------------------------------------------------------------
By Order of the U.S. Bankruptcy Code for the District of Delaware,
January 31, 2004, is fixed as the deadline for filing proofs of
claim based on product liability and personal injury claims
against Mobile Tool International, Inc., and its debtor-
affiliates.

Proof of claim forms for Product Claims must be received by the
Claims Agent on or before 4:00 p.m. Eastern time on Jan. 31.
Claims must be sent to:

       Delaware Claims Agency LLC
       c/o Mobile Tool International, Inc. and
           MTI-Insulated Products, Inc.
       PO Box 515
       Wilmington, DE 19899
       Tel: 800-838-6773

Four categories of claims are exempted from the bar date:

       1. product claims already properly filed with the Clerk of
          the Bankruptcy Court;

       2. claims not classified as product claims;

       3. pre-petition claims already paid in full by the Debtors;
          and

       4. Claims previously allowed by Order of the Court.

Mobile Tool International, Inc., is an employee-owned manufacturer
and distributor of equipment, including aerial lifts, digger
derricks and pressurization and monitoring systems, for the
telecommunications, CATV, electric utility and construction
industries.  The Company filed for chapter 11 protection on
September 30, 2002 (Bankr. Del. Case No. 02-12826).  Steven M.
Yoder, Esq., and Christopher A. Ward, Esq., at The Bayard Firm
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from its creditors, it listed
$65,250,000 in total assets and $46,580,000 in total debts.


MOODY'S CORP: CEO Will Present at Smith Barney Conference Today
---------------------------------------------------------------
John Rutherfurd, Jr., Chairman and CEO of Moody's Corporation
(NYSE: MCO), will speak at the Smith Barney Citigroup
Entertainment, Media and Telecommunications Conference today in
Phoenix, Arizona.

Mr. Rutherfurd's presentation will begin at approximately 10:15 AM
Mountain Time (12:15 PM Eastern Time) and will be webcast live.
The webcast can be accessed at Moody's Shareholder Relations Web
site at http://ir.moodys.com/  

Moody's Corporation (NYSE: MCO), whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of $139 million,
is the parent company of Moody's Investors Service, a leading
provider of credit ratings, research and analysis covering debt
instruments and securities in the global capital markets, and
Moody's KMV, a leading provider of market-based quantitative
services for banks and investors in credit-sensitive assets
serving the world's largest financial institutions. The
corporation, which employs approximately 2,100 employees in 18
countries, had reported revenue of $1.0 billion in 2002. Further
information is available at http://www.moodys.com/


NEXTEL PARTNERS: Repurchases $67.7-Mill. of 12-1/2% Senior Notes
----------------------------------------------------------------
Nextel Partners, Inc., (Nasdaq:NXTP) completed the redemption of
$67.7 million aggregate principal amount at maturity of its
12-1/2% senior notes due Nov. 15, 2009.

The total amount of the redemption, including accrued interest, of
$77.2 million was funded with the net proceeds of the company's
recently completed public equity offering. Immediately following
the completion of this transaction, the remaining aggregate
principal amount at maturity of the 12-1/2% senior notes was
approximately $146.3 million.

"Nextel Partners continues to take steps to reduce its cost of
capital and strengthen its financial position," said Barry Rowan,
Partners' chief financial officer and treasurer. "As a result of
this most recent transaction we have reduced our weighted average
cost of debt to 7.5%, a 34% improvement from 11.4% a year ago, and
we have lowered our annualized cash interest obligation by
approximately $8.5 million."

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


NEXTWAVE TELECOM: Wants 45 More Days to File Chapter 11 Plan
------------------------------------------------------------
NextWave Telecom Inc., asked the court overseeing its chapter 11
case for a 45-day extension of the company's exclusive right to
propose a reorganization plan, according to Dow Jones Newswires.
The wireless carrier, which has the sole right to file a chapter
11 plan until Jan. 9, said it wants court permission to stretch
its exclusivity period until Feb. 27, long enough to close a $1.4
billion sale of wireless personal communication system licenses to
Cingular Wireless LLC. The Federal Communications Commission has
yet to approve transfer of the licenses, the company said in court
papers asking for the extension of exclusive rights. If the FCC
approves the deal, NextWave could get at least $666 million to
fund its reorganization plan. The FCC, which is NextWave's largest
creditor, also would collect a share of the sale proceeds.

Since NextWave filed for bankruptcy protection in June 1998, it
has proposed three strategies to exit chapter 11 and pay
creditors, but continued litigation with the FCC has hindered the
process. However, the company said it has made progress in coming
to terms with the FCC over the Cingular transaction, and hopes to
move toward an overall resolution of disputes with the agency-key
to any reorganization plan, NextWave said in court papers. The
company is also seeking permission to extend its severance program
until May 7, 2004, or until a plan is confirmed. NextWave filed
its first reorganization plan in June 1999. (ABI World, January 2,
2004)


NOVADEL PHARMA: Hires J.H. Cohn as New Independent Accountants
--------------------------------------------------------------
On November 26, 2003, Novadel Pharma Inc.'s independent accounting
firm, Wiss & Company,  LLP, advised the Company that it resigned
as the independent accountant to audit the Company's financial
statements.

W&C's reports on the Company's financial statements for the
periods ended July 31, 2003 and July 31, 2002 were modified as to
an uncertainty relative to going concern.

The Company's Board of Directors accepted the resignation of W&C.

The Company engaged J.H. Cohn, LLC, as its new independent
accountants as of November 26, 2003.  


ON SEMICONDUCTOR: Refinances About $48 Million of Term Loans
------------------------------------------------------------
ON Semiconductor (Nasdaq:ONNN) successfully refinanced
approximately $48 million of the term loans under its senior
secured bank facility with the proceeds of a new loan provided to
the company's joint venture in Leshan, China by the China
Construction Bank.

This transaction reduces the interest rate on approximately $48
million of ON Semiconductor's bank debt from LIBOR plus 325 basis
points to LIBOR plus 150 basis points. The new loan facility is
comprised of two $24 million tranches, one with a 10-year term and
one with a three-year term extendible for an additional three
years under certain circumstances.

"As we continue to increase our presence in China, this
transaction is an important step in financing our development and
investment in this rapidly growing market," said Donald Colvin, ON
Semiconductor senior vice president and CFO. "Furthermore, the
reduced borrowing rate is expected to save ON Semiconductor
approximately $1 million per year in interest costs."

ON Semiconductor -- whose July 4, 2003 balance sheet shows a total
shareholders' equity deficit of about $750 million -- offers an
extensive portfolio of power- and data-management semiconductors
and standard semiconductor components that address the design
needs of today's sophisticated electronic products, appliances and
automobiles. For more information, visit ON Semiconductor's Web
site at http://www.onsemi.com/


ON SEMICON.: Files Shelf Registration Statement for Common Stock
----------------------------------------------------------------
ON Semiconductor (Nasdaq:ONNN) has filed a shelf registration
statement with the Securities and Exchange Commission relating to
the offer, from time to time, of up to 46.0 million shares of
common stock by the company and up to 17.25 million shares of
common stock by TPG Advisors II Inc., a selling stockholder.

The timing and amount of any offerings will depend on market and
general business conditions. Unless otherwise described in
connection with a particular offering, proceeds from the sale of
the shares by the company will be used for general corporate
purposes, which may include the repayment of indebtedness. The
company will not receive any of the proceeds from the sale of
shares by the selling stockholder.

ON Semiconductor -- whose July 4, 2003 balance sheet shows a total
shareholders' equity deficit of about $750 million -- offers an
extensive portfolio of power- and data-management semiconductors
and standard semiconductor components that address the design
needs of today's sophisticated electronic products, appliances and
automobiles. For more information, visit ON Semiconductor's Web
site at http://www.onsemi.com/


OTISH MOUNTAIN DIAMOND: Cash Sufficient to Continue Explorations
----------------------------------------------------------------
On November 30, 2003, Otish Mountain Diamond Company acquired 100%
of the issued and outstanding shares of Otish Mountain Diamond
Corp. in exchange for 15,000,000 shares of Otish Mountain Diamond
Company's common stock.  Upon 100% shareholder approval by Otish
Corp. shareholders, there will be 15,107,750 shares of Otish
Mountain Diamond Company's common stock outstanding. The Company
has 1,000,000 shares of Series A Preferred Stock outstanding which
are owned by Philipp Buschmann which vote 15,000,000 shares.  It
is anticipated that the Series A Preferred Stock will be redeemed
or cancelled by the Company in the near future.

Otish Corp. is engaged in diamond exploration activities in the
Otish Mountain area of Northern Quebec, Canada.  The current
exploration program consists of aerial aeromagnetic surveys of
Staked Property, ground sampling and laboratory testing of the
gathered samples.  The Staked Property is located in an under-
explored area that is in close proximity to such diamond discovery
properties as Ashton Mining and Majescor.  The Staked Property is
within such a distance to these diamond discovery properties that
geologist Jim Chapman believes that there is good potential for
the discovery of diamond bearing kimberlites on the Staked
Property.

The Company believes that it currently has adequate resources to
explore the Staked Property in search of an economic deposit of
rough diamonds and to complete its exploration program.  If, as a
result of its exploration program, the Company discovers an
economic deposit of rough diamonds on the Staked Property, the
Company will execute a feasibility plan for the development of a
mining operation on the Property, at which time the Company will
need additional funding to execute the plan and develop the mining
operation.  In the event that, after completion of the exploration
program, the Company has not discovered an economic deposit of
rough diamonds on the Staked Property, the Company will consider
other high potential exploration projects.

The Company currently does not offer any products or services.  In
the event that the Company, as a result of the exploration
program, discovers an economic deposit of rough diamonds on the
Staked Property, executes a feasibility plan, and develops a
mining operation on the Property, the Company intends to offer
gem-quality, commercial diamonds.

The diamond exploration industry is very competitive.  Several
diamond exploration firms have operations in the Otish Mountains
and in other areas throughout Canada.

The Company does not have any existing customers.

The Company has exclusive exploration rights to the Staked
Property that it has acquired. The Company does not have any
patent, trademark or license protection.

The Company acquired all necessary licenses and permits required
by the government of the Province of Quebec, Canada for mineral
exploration on the Staked Property.

The Company is conducting a two-year exploration program on
approximately 65,000 acres of Staked Property.  The Company
expects to complete the exploration program either in 2005 or
after it discovers an economic deposit of rough diamonds on the
Property, whichever occurs first.  The Company has spent roughly
$130,000 to date and plans to spend another $350,000 for
exploration purposes.

The Company has two full-time employees and a varying number of
subcontractors. The number of subcontractors that the Company uses
varies depending on the type and amount of work that is required.

The team responsible for developing the exploration program
consists of an experienced geophysicist, a managing director with
extensive experience in international business, and a governing
Board of Directors.  The Company selected this team based on skill
and experience that it deemed necessary to complete the timely and
efficient implementation of the exploration strategy including its
proposed objectives.

The Company acquired an undivided 100% right, title, and interest
in and to certain mining claims covering 491 claims comprising
approximately 62,000 acres of staked property in the Otish
Mountain and Superior Craton regions of Quebec, Canada pursuant to
an Assignment of Interest in Mineral Property Option Agreements,
and the exercise of its option to acquire such mining claims
pursuant to the following Mineral Property Option Agreements:

(1)  The "Lac Joubert" Mineral Property Option Agreement, as
     amended, covering 34 claims comprising approximately 4,341
     acres;

(2)  The "Lac Orillat" Mineral Property Option Agreement, as
     amended, covering 39 claims comprising approximately 4,978
     acres;

(3)  The "Lac Herve" Mineral Property Option Agreement, as
     amended, covering 277 claims comprising approximately 34,382
     acres;

(4)  The "Lac Square Rock" Mineral Property Option Agreement, as
     amended, covering 74 claims comprising approximately 9,488
     acres;

(5)  The "Lac Taffanel" Mineral Property Option Agreement, as
     amended, covering 60 claims comprising approximately 7,615
     acres;

(6)  The "Lac Leran # 2" Mineral Property Option Agreement, as
     amended, covering one claim comprising approximately 129
     acres; and

(7)  The "River Ruisseau" Mineral Property Option Agreement, as
     amended, covering 6 claims comprising approximately 750
     acres.

In addition, the Company has signed a Joint Venture agreement
whereby the Company invested $55,000 with Miranda Gold Corp for a
45% interest in the Lac Leran exploration  project which comprises
119 claims of approximately 15,000 acres.

The Company currently has a 1-year lease for 300 square feet of
office space located at One Penn Plaza, Suite 3600, 250 West 34th
Street, New York, NY, 10119.  The current lease commitment is $500
per month.  The Company also has a 1-year lease for 300 square
feet  of office space located at 1000 de la Gauchetiere  West,
Suite 2400, Montreal, H3B 4W5 Canada.  The current lease
commitment, which varies depending on use of the office space, is
an average $400 per  month.

                         *     *     *

As previously reported, effective November 10, 2003, the client-
auditor relationship between Otish Mountain Diamond Company
(formerly First Cypress, Inc.) and BDO Dunwoody LLP, Chartered
Accountants, ceased as the former accountant was dismissed, an
action which was approved by the Board of Directors.  

On November 10, 2003, the Company appointed Morgan & Company,
Chartered Accountants as its principal independent public
accountant.

The financial statements audited by BDO for the year ended
December 31, 2002 contained an explanatory paragraph pertaining to
the Company's inability to continue as a going concern.


PACIFIC GAS: Investing $706 Mill. in Replacement Steam Generators
-----------------------------------------------------------------
Pacific Gas and Electric Company seeks the Court's authority to
enter into contractual commitments for and incur multi-year
capital expenditures up to $706,000,000 for the design,
fabrication, delivery, and installation of replacement steam
generators at its Diablo Canyon Power Plant in support of the
Diablo Steam Generator Replacement Projects.  The Projects
involve the replacement of the four Unit 1 and four Unit 2 steam
generators.  The anticipated expenditures in connection with the
Projects will be incurred over a five-plus year period, with
$486,000,000 to be incurred in the final three years of the
Projects, between 2007 and 2009.

Diablo Canyon is a nuclear power plant located in San Luis Obispo
County, California.  The plant is the largest generating station
on the PG&E electric system and provides power for over 2,000,000
northern and central Californians from its two 1,100-megawatt
units.  The two units utilize eight steam generators to drive the
turbine generators and produce electricity.  The steam generators
are large U-tube heat exchangers that convert heat into steam and
are vital generation components.  The tubing material used in the
manufacturing of the steam generators has been shown over the
years to be susceptible to various forms of age-related
degradation.  The steam generators require replacement within the
next five or six years to avoid forced outages and the premature
shutdown of this critical generating resource.

PG&E is authorized to proceed, in the ordinary course of
business:

   (a) without notice to or approval of the Court or the Official
       Committee of Unsecured Creditors, with any project costing
       less than $10,000,000;

   (b) with notice to and no objection by the Creditors
       Committee, with any project costing more than $10,000,000
       and less than $50,000,000; and

   (c) only upon a motion noticed to the Committee and the United
       States Trustee on at least 10 business days' notice and
       approval of the Court, with any project anticipated to
       cost more than $50,000,000.

In any case, the Replacement Projects exceed the limits.

Barbara Gordon, Esq., at Howard, Rice, Nemerovski, Canady, Falk &
Rabkin, in San Francisco, California, informs the Court that the
approval of the California Public Utilities Commission is
required for the rate base addition resulting from the
Replacement Projects.  A special ratemaking application to the
CPUC will be necessary based on a certain proposed 2003-2006
Generation General Rate Case settlement.  The CPUC application
process normally requires 12 to 18 months.  To meet the schedule
for the first unit replacement, a contract must be awarded for
construction of the new steam generators by June 2004.

The application will request the CPUC to issue an interim
decision authorizing PG&E to enter into long lead-time component
contracts in June 2004 and, in the event that the Replacement
Projects are not ultimately approved by the CPUC, authorization
to fully recover expenditures to the point of decision and any
cancellation charges in rates.

Ms. Gordon assures the Court that the $706,000,000 expenditure is
the most cost-efficient and least-risk methods to implement and
attain the completion of the Replacement Projects. (Pacific Gas
Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service,
Inc., 215/945-7000)    


PENN TRAFFIC: Losses Climb to $27.2MM After Chapter 11 Filing
-------------------------------------------------------------
The Penn Traffic Co.'s total losses since filing for bankruptcy
protection in May have climbed to $27.2 million, Dow Jones
Newswires reported.

The Syracuse, New York-based regional grocer listed another $5.7
million in losses for November in documents filed with the U.S.
Bankruptcy Court in White Plains, New York. The latest losses were
nearly four times as large as Penn Traffic's losses in October,
when the company lost $1.5 million.

Before filing for bankruptcy in May, Penn Traffic operated 211
supermarkets in New York, New Hampshire, Vermont, Pennsylvania,
Ohio and West Virginia. It now operates 144 stores in New York and
Pennsylvania under the P&C, Quality and Bi-Lo names and has said
more store closings are possible. The company has until Jan. 29 to
file a reorganization plan with the court, but can ask for an
extension. (ABI World, Jan. 2, 2004)


PG&E NATIONAL: Court Okays Proposed Excess Asset Sale Procedures
----------------------------------------------------------------
National Energy & Gas Transmission, Inc. and its debtor-affiliates
obtained permission from the Court to implement a streamlined
procedure for the sale of certain non-core excess assets with a
book value and fair market value not exceeding $200,000 per asset,
free and clear of liens, claims and encumbrances.

The NEG Debtors also obtained the Court's authority to retain
brokers and appraisers to assist with the sales, as required.

The Excess Assets consist of various items of equipment, office
furniture, fixtures, vehicles, real property and residential real
property that the NEG Debtors no longer need in connection with
their ongoing businesses.  Because of the administrative costs
associated with carrying, storing and maintaining the Excess
Assets, the NEG Debtors determined that their estates will
benefit from the sale of the Excess Assets.

The NEG Debtors will adopt these procedures:

   (a) Sales may only be completed upon 10 days written notice
       by fax or hand delivery to:

       -- the Office of the United States Trustee;

       -- the Creditors Committees' counsel; and

       -- any party known by the NEG Debtors to assert a lien on
          the asset to be sold;

   (b) The NEG Debtors may employ brokers and appraisers on usual
       and customary terms to assist in the sales process;

   (c) The NEG Debtors will keep a detailed accounting of the
       proceeds from all dispositions and the cost of any broker
       services used for each transaction;

   (d) The Sale Notice will include:

       -- a description of each Excess Asset to be sold;

       -- the purchase price being paid for the asset;

       -- the name and address of the purchaser, and a statement
          as to whether the purchaser is an insider or affiliate
          of the NEG Debtors;

       -- the name of the applicable Debtor;

       -- a copy of the proposed purchase agreement, if any,
          intended to govern the sale; and

       -- the name and address of the broker, if any, with a
          statement of the broker's disinterestedness and the
          amount of any commission of other fee payable to the
          broker upon consummation of the sale;

   (e) All sales will be made subject to higher and better
       written offers received by the NEG Debtors before the
       expiration of the 10-day notice period;

   (f) If a written objection by one of the Notice Parties to any
       sale is received by the NEG Debtors' counsel within the
       notice period then, absent a settlement, Court approval of
       the sale will be required.  In the event that any
       objection relates solely to the use of proceeds from the
       sale, then the sale will proceed, but the NEG Debtors will
       hold the proceeds of the sale in a segregated account
       pending further Court order; and

   (g) All sales will be free and clear of liens, claims, and
       encumbrances, if any, with any liens, claims, and
       encumbrances to attach to the sale proceeds. (PG&E National
       Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)    


PHARMCHEM INC: Amends Bank Loan Pact and Extends Govt. Contract
---------------------------------------------------------------
PharmChem, Inc. (OTCBB:PCHM) reached an agreement with its
principal lender, Silicon Valley Bank, to amend the current Loan
Agreement between the Company and the Bank.

As a result of this amendment, the Company today made a one-time
principal payment of $650,000 on its term loan bringing the
balance to $600,000. In addition, monthly principal payments will
increase from $41,667 to $83,334 beginning in January 2004 which
would result in the term loan being fully amortized by July 2004.
Also, so long as the term loan is outstanding, the interest rate
on the revolving line of credit (which currently has a balance of
$2.5 million) will increase to prime plus 2%. Once the term loan
is fully paid, this interest rate will return to prime plus 1%.

Further, the financial covenants have been restructured so that
the three original covenants in place when the Loan Agreement was
initially executed have been replaced with a monthly minimum
tangible net worth covenant commencing December 2003.

The Company believes that the Bank required these modifications
because of the possible loss of all or a significant portion of
the Administrative Office of U.S. Courts (AOUSC) drug testing
contract which was previously announced on October 16, 2003. The
Company has filed a protest with GAO seeking recovery of at least
one-third of the AOUSC contract. On December 31, 2003, the Company
agreed to yet another extension of the original contract whereby
testing, by the Company on a national basis, may continue until
April 30, 2004. The Company has granted numerous contract
extensions to AOUSC since the expiration of the current contract
late in 2002. Estimated sales from the AOUSC drug testing work for
2003 will be $7.4 million or 26% of the Company's total sales.

The $650,000 payment to the Bank and the increase in the monthly
principal payments will heighten the liquidity issues the Company
is currently facing with the possible loss of the AOUSC contract.
The Company is taking steps, including implementing significant
cost cutting measures, to address this issue.

PharmChem is a leading independent laboratory providing integrated
drug testing services on a national basis to corporate and
governmental clients seeking to detect and deter the use of
illegal drugs. PharmChem operates a certified forensic drug-
testing laboratory in Haltom City, Texas.


PINE VALLEY SCHOOL: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pine Valley School and Group Home, Inc.
        P.O. Box 1101
        Berkeley Springs, West Virginia 25411

Bankruptcy Case No.: 03-04542

Type of Business: The Debtor is a school and group home for
                  Teens who have been expelled from public
                  school systems.

Chapter 11 Petition Date: December 29, 2003

Court: Northern District of West Virginia (Martinsburg)

Judge: L. Edward Friend II

Debtor's Counsel: James T. Kratovil, Esq.
                  Kratovil & Amore PLLC
                  211 West Washington Street
                  P.O. Box 337
                  Charles Town, WV 25414
                  Tel: 304-728-7718

Total Assets: $1,557,400

Total Debts:  $785,270

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bobby & Mary McBees           Loan                      $352,086
Berkeley Springs, WV 25411

Internal Revenue Service      Taxes                     $140,087

Centra Bank                   Loan                       $39,775

BB&T                          Loan                       $28,659

Jack Barnhart                 Loan                       $11,000

Berkeley Homes, Inc.          Loan                       $10,000

J.C. Kunkle & Associates      Other                       $5,340

Commonwealth Premium          Loan                        $4,216

Frederick Produce Company,    Purchases                   $4,180
Inc.

Duane Householder             Other                       $3,607

Farmers Mutual                Insurance                   $2,757


PSYCHIATRIC SOLUTIONS: Files SEC Form S-3 to Permit Stock Resale
----------------------------------------------------------------
Psychiatric Solutions, Inc., (Nasdaq: PSYS) announced that on
December 31, 2003, the Company filed a registration statement on
Form S-3 relating to the resale by certain existing stockholders
of common stock held by such stockholders and common stock
issuable upon conversion of the Company's series A convertible
preferred stock .  

The registration statement was filed in satisfaction of the
Company's obligation under a registration rights agreement with
such stockholders that was entered into in connection with the
initial sale of the series A convertible preferred stock.  All of
the stockholders listed in the registration statement as selling
stockholders remain subject to the terms of a lockup agreement
under the registration rights agreement and a lockup agreement
entered into in connection with Psychiatric Solutions' recent
public equity offering that would prevent such stockholders from
offering or selling any shares of common stock before April 1,
2004.

Psychiatric Solutions, Inc. (S&P, B+ Corporate Credit Rating,
Negative Outlook) offers an extensive continuum of behavioral
health programs to critically ill children, adolescents and adults
through its operation of 23 owned or leased freestanding
psychiatric inpatient facilities with more than 2,800 beds.  The
Company also manages freestanding psychiatric inpatient facilities
for government agencies and psychiatric inpatient units within
general acute care hospitals owned by others.


RESTAURANTS NORTHWEST: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Restaurants Northwest, Inc.
        3841 West Dimond Blvd.
        Anchorage, Alaska 99515

Bankruptcy Case No.: 03-01441

Type of Business: The Debtor is engaged in the restaurant
                  business. It owns and operates most of the
                  Burger King restaurants in Alaska.

Chapter 11 Petition Date: December 29, 2003

Court: District of Alaska (Anchorage)

Judge: Donald MacDonald IV

Debtor's Counsel: Michael R. Mills, Esq.
                  Bankston Gronning O'Hara Sedor Mill
                  Givens & Heaphy PC
                  601 West 5th Avenue, Suite 900
                  Anchorage, AK 99501
                  Tel: 907-276-1711
                  Fax: 907-279-5358

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
McCabe's                      Trade debt                $100,600

Alaska Logistics              Trade debt                 $90,200

Equity Marketing              Trade debt                 $80,100

Internal Revenue Service      Trade debt                 $62,900

Fairbanks North Star Borough  Trade debt                 $61,000

Krass & Monroe                Trade debt                 $59,200

Municipality Of Anchorage     Trade debt                 $42,200

Ketchikan Gateway Borough     Trade debt                 $41,900

Davison & Davison             Trade debt                 $29,200

Alaska Fresh Cut              Trade debt                 $27,900

State Of Alaska               Trade debt                 $24,900

Kenai Peninsula Borough       Trade debt                 $23,100

Chugach Electric              Trade debt                 $20,300

Alaska Consolidators          Trade debt                 $15,100

Thomas, Head & Greisen        Trade debt                 $13,900

Matanuska Susitna Borough     Trade debt                 $13,500

JR Simplot                    Trade debt                 $11,900

Xerox Corporation             Trade debt                 $11,100

Matanuska Electric            Trade debt                  $8,800

CSX Lines, Inc.               Trade debt                  $5,000


ROHN INDUSTRIES: CEO Horace Ward & CFO John Castle Resign
---------------------------------------------------------
Rohn Industries Inc., a manufacturer of telecommunications towers
under chapter 11 protection, said its chief executive and chief
financial officer have resigned, according to a Dow Jones Newswire
report. CEO Horace Ward and Chief Financial Officer John Castle
will continue to work for the company as it completes its
liquidation, according to a Form 8-K filed Tuesday with the
Securities and Exchange Commission.

Radian Communication Services Corp., Mississauga, Ontario, outbid
opening bidder SPX Corp. with a $7.9 million bid for Rohn
Industries assets in an auction Dec. 8.

The Frankfort, Indiana, company filed for bankruptcy protection on
Sept. 9, listing $2.9 million in assets and $14.5 million in
debts. (ABI World, Jan. 2, 2004)


ROSS' TEAL LAKE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ross' Teal Lake Lodge, Inc.
        aka Teal Wing Golf Club
        12425 North Ross Road
        Hayward, Wisconsin 54843

Bankruptcy Case No.: 1-03-19308

Type of Business: The Debtor provides lodging choices of Bed
                  and Breakfast, Country Inns, Small Hotels,
                  Resorts, Fishing, Fly-fishing, Skiing, Golf,
                  Tennis and Boating.

Chapter 11 Petition Date: December 29, 2003

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Denis P. Bartell, Esq.
                  DeWitt Ross & Stevens S.C.
                  2 East Mifflin Street
                  Suite 600
                  Madison, WI 53701
                  Tel: 608-255-8891

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bruce Caldwell                Loan to Debtor             $65,000

North Lakes Co-op             Trade Debt                 $48,240

PacJets                       Trade Debt                 $32,277

APEX Surveying                Trade Debt                 $18,872

Wells Fargo                   Trade Debt                 $18,003

Jim Imse                      Loan to Debtor             $15,000

UAP                           Trade Debt                 $12,037

Town of Spider Lake           Personal Property          $10,724
                              Taxes

Tom Imse                      Membership Fee             $10,000

Dale Jacobsen                 Membership Fee             $10,000

Attorney Mike Kelsey          Professional               $10,000
                              Services

Allan Nieml                   Membership Fee             $10,000

Dick Ulhlein                  Membership Fee             $10,000

Turf Supply                   Trade Debt                  $7,937

Bill Bowe                     Membership Fee              $5,000

Tony's Candles                Trade Debt                  $2,948

Allen Burdick                 Membership Fee              $1,500

Bill Hise                     Membership Fee              $1,500

Stan Regula                   Membership Fee              $1,500

Art Smith                     Membership Fee              $1,500


SATCON TECHNOLOGY: Books $2.2M in New Contracts in First Quarter
----------------------------------------------------------------
SatCon Technology Corporation(R) (Nasdaq NM: SATC), a manufacturer
of electronic power control systems, booked approximately $2.2
million in industrial product contracts during the first quarter,
which ended December 27, 2003.

The contracts were comprised of approximately $1.1 million in
vibration test systems including field service and parts. These
test systems are used to test items from small electronics to
missiles. The remaining $1.1 million in contracts was for
rectifiers and power supplies also including field service and
parts. The contracts are part of a projected $7.5 to $8.0 million
in overall bookings for the first quarter of fiscal 2004, which
supports our view that our business base is improving. Backlog at
the beginning of the quarter totaled approximately $20 million.

"We are seeing a renewed interest in industrial products," said
David Eisenhaure, SatCon's president and chief executive officer.
"The $1.1 million in vibration test systems business gives us
confidence that there is potential for growth in that business in
2004, and is an important reason why we decided to retain that
product line. In addition, we see continued evidence of quarterly
improvement over the first quarter of last year."

"Of particular importance to our business and bottom line is our
cash usage. As we mentioned in our recent investors conference
call, before considering approximately $2 million that we used to
reduce our vendor accounts, we expect our cash usage from
operations to be less than $1 million. We estimate that our cash
balance at the end of the quarter will be above $5 million with no
borrowings against our $6 million line of credit. We see this as
further progress toward reaching our goal of being cash flow
neutral in the near term, with an expected overall financial
improvement for fiscal year 2004."

SatCon Technology Corporation manufactures and sells power control
systems for critical military systems, alternative energy and
high-reliability industrial automation applications. Products
include inverter electronics from 5 kilowatts to 5 megawatts,
power switches, and hybrid microcircuits for industrial, medical,
military and aerospace applications. SatCon also develops and
builds digital power electronics, high-efficiency machines and
control systems for a variety of defense applications with the
strategy of transitioning those technologies into multiyear
production programs. For further information, please visit the
SatCon Web site at http://www.satcon.com/  

                         *    *    *

            Liquidity and Going Concern Uncertainty

In a Form 10-K filed with the Securities and Exchange Commission,
SatCon reported:

"As of September 30, 2003, we had $1.2 million of cash, of which
$0.5 million was restricted, and an outstanding loan balance to
Silicon Valley Bank of $1.8 million. In addition, at September 30,
2003 our trade payables totaled $4.7 million, of which $3.5
million were for invoices over 60 days old. In addition, we had
$1.3 million of accrued accounts payable at September 30, 2003 for
goods and services received but not yet invoiced.

"In October 2003, warrants to purchase 1.6 million shares of our
Common Stock were exercised for net proceeds of $1.5 million, we
sold an additional $0.1 million of convertible subordinated
debentures and we sold shares of series B preferred stock for
proceeds of approximately $7.1 million, net of placement agent's
fees.

"In November 2003, with the proceeds from these financing
transactions, we paid off the outstanding balance under the line
of credit of $1.8 million and the Bank released $0.4 million of
the $0.5 million of cash previously restricted. In addition, on
December 12, 2003, we amended our agreement with the Bank. Under
the amended agreement, the Bank will provide us with a line of
credit of up to approximately $6.3 million (the "Amended Loan").
The Amended Loan is secured by most of the assets of the Company
and advances under the Amended Loan are limited to 80% of eligible
accounts receivables, which will permit borrowings up to $5.0
million. Interest on outstanding borrowings accrues at a rate
equal to the Bank's prime rate of interest plus 1.5% per annum. In
addition, we will pay to the Bank a collateral handling fee of
2.4% per annum of the average daily outstanding balance. The
interest rate increases to the Bank's prime rate plus 3.0% per
annum and the collateral handling fee increases to 3.0% per annum
if we fail to meet certain financial ratios. We have also agreed
to the following fees: (i) a $23,250 non-refundable facility fee
upon the execution of the agreement; (ii) an unused line fee in an
amount equal to 0.50% per annum on the difference between $5
million and the average daily principal balance of the loans
outstanding during the month; and (iii) an early termination fee
of $25,000 if we terminate the agreement before June 12, 2004. The
Amended Loan contains certain financial covenants relating to
tangible net worth, as defined, which we must satisfy in order to
continue borrowing from the Bank. The Amended Loan matures on
December 9, 2004.

"We anticipate that our cash after these transactions, together
with the availability under the Amended Loan will be sufficient to
fund our operations through September 30, 2004. This assumes that
we will achieve our business plan and remain in compliance with
the Amended Loan. The business plan envisions a significant
increase in revenue and significant reductions in the cost
structure and the cash burn rate from the results experienced in
the recent past. If, however, we are unable to realize our plan,
we may not be in compliance with loan covenants which may cause a
default, as defined, and we may be forced to raise additional
funds by selling stock, restructuring its borrowing, selling
assets, or taking other actions to conserve our cash position.

"If additional funds are raised in the future through the issuance
of equity or convertible debt securities, the percentage ownership
of our stockholders will be reduced and our stockholders may
experience additional dilution. The terms of additional funding
may also limit our operating and financial flexibility. There can
be no assurance that additional financing of any kind will be
available to us on terms acceptable to us, or at all. Failure to
obtain future funding when needed or on acceptable terms would
materially, adversely affect our results of operations.

"We have recently reevaluated our business in light of recent
results and our October financing transactions. As a result of
this reevaluation, we have decided to retain our Ling Shaker
product line. And although we continue to consider selling our
patented smart predictive line control technology utilized by the
electric arc steel manufacturing industry and patents acquired
from Northrop Grumman related to hybrid electric vehicles, these
together represent less than $2 million of our total assets. We
have informed our financial advisor, Alliant Capital Partners (an
affiliate of the Bank) of our intentions and we are no longer
actively working with them to dispose of these assets.

"Our financial statements for our fiscal year ended September 30,
2003, which are included in our Annual Report on Form 10-K,
contain an audit report from Grant Thornton LLP. The audit report
contains a going concern qualification, which raises substantial
doubt with respect to our ability to continue as a going concern.
The receipt of a going concern qualification may create a concern
amongst our current and future customers and vendors as to whether
we will be able to fulfill our contractual obligations.

"We have incurred significant costs to develop our technologies
and products. These costs have exceeded total revenue. As a
result, we have incurred losses in each of the past five years. As
of September 30, 2003, we had an accumulated deficit of $116.7
million. Since inception, we have financed our operations and met
our capital expenditure requirements primarily through the sale of
private equity securities, public security offerings, borrowings
on our line of credit and capital equipment leases.

"As of September 30, 2003, our cash and cash equivalents were $1.2
million, including restricted cash and cash equivalents of $0.5
million, a decrease of $0.9 million from September 30, 2002. Cash
used in operating activities for the fiscal year ended September
30, 2003 was $7.3 million as compared to $15.3 million for fiscal
year ended September 30, 2002. Cash used in operating activities
during the fiscal year ended September 30, 2003 was primarily
attributable to the net loss, net of realized gain from the sale
of Beacon Power Corporation common stock and unrealized gain on
warrants to purchase common stock, offset by non-cash items such
as depreciation and amortization, increases in allowances for
doubtful accounts and excess and obsolete inventory, unrealized
loss from Series B warrants to purchase common stock, write-off of
impaired long-lived, goodwill and intangible assets, write-down of
investment in Beacon Power Corporation common stock, non-cash
compensation expense and decreases in working capital.

"Cash provided by investing activities during year ended September
30, 2003 was $1.5 million as compared to of $6.8 million for the
fiscal year ended September 30, 2002. Cash provided by investing
activities during the fiscal year ended September 30, 2003 was
primarily the result from proceeds from the sale of our Beacon
Power Corporation common stock of $1.7 million.

"Cash provided by financing activities for the fiscal year ended
September 30, 2003 was $4.8 million as compared to cash used by
financing activities of $0.3 million for the fiscal year ended
September 30, 2002. Net cash provided by financing activities
during the fiscal year ended September 30, 2003 includes $3.2
million from the proceeds from the sale of the Series A Preferred
Stock and the convertible subordinated debentures and $1.8 million
of net borrowing under the bank line of credit offset by $0.3
million of repayment of long-term debt."


SHARK IND.: U.S. Trustee Amends Creditors' Committee Membership
---------------------------------------------------------------
The U.S. Trustee for Region 12 appointed and subsequently amended
the members of the Committee of Unsecured Creditors in the Chapter
11 cases of Shark Industries, Ltd.  Benjamin Halperin of Bruce
Packaging has resigned and Ira Gary Pleason of Market Makers has
joined the Official Committee of Unsecured Creditors.

The Amended Unsecured Creditors Committee consists of:

        1. Market Makers
           425 Huehl #9
           Northbrook, IL 60062
           Attention: Ira Gary Pleason
           Tel. No.: 847-498-1818
     
        2. Victor Equipment Company
           Airport Road
           Denton, TX 76207
           Attention: Anthony SanGiovanni
           Tel: 940-381-1249

        3. Ballard & Associates, Inc.
           5117 West 105th Street
           Bloomington, MN 55437
           Attention: John E. Ballard
           Tel. No.: 952-893-0695

Mr. SanGiovanni is designated as Acting Chairperson pending
selection by the Committee members of a permanent Chairperson.

Shark Industries Ltd. sells automotive after market products. The
Debtor filed for Chapter 11 relief 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.


SHILOH INDUSTRIES: Look for Q4 and Fiscal 2003 Results Tomorrow
---------------------------------------------------------------
Shiloh Industries, Inc. (Nasdaq: SHLO), a leading manufacturer of
first operation blanks, engineered welded blanks, complex
stampings and modular assemblies for the automotive and heavy
truck industries, will announce earnings for the fourth quarter
and fiscal year ended October 31, 2003 tomorrow.  

A conference call to discuss the results will be held tomorrow at
11:00 a.m. (ET).

To listen to the conference call, dial (800) 374-0915
approximately five minutes prior to the start time and request the
Shiloh Industries year-end conference call.  A replay of the
conference call will be available from 2:00 p.m. (ET) tomorrow
through 5:00 p.m. (ET), Tuesday, January 13, 2004. To access the
replay, call (800) 642-1687 and enter conference code 4769699.

Headquartered in Cleveland, Ohio, Shiloh Industries (S&P, B
Corporate Credit Rating) is a leading manufacturer of blanks,
engineered welded blanks, engineered stampings and modular
assemblies for the automotive and heavy truck industries.  The
Company has 11 operating locations in Ohio, Georgia, Michigan,
Tennessee and Mexico, and employs approximately 2,500.


SOLUTIA: Gets Interim Nod to Use Existing Investment Practices
--------------------------------------------------------------
Section 345(b) of the Bankruptcy Code requires that any deposit
or other investment made by a debtor, except those insured or
guaranteed by the United States or by a department, agency or
instrumentality of the United States or backed by the full faith
and credit of the United States, must be secured by a bond in
favor of the United States that is secured by the undertaking of
a corporate surety approved by the United States Trustee or by
the deposit of securities of the kind specified in 31 U.S.C.
Section 9303.  Section 345(b) provides further, however, that a
bankruptcy court may allow the use of alternatives to these
approved investment guidelines "for cause."

           Prepetition Investment & Deposit Practices

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, relates that, as part of their Cash Management System, the
Solutia Debtors developed a practice and guidelines for deposits
and investments of excess funds within the Cash Management System
as permitted by the terms of the Debtors' prepetition secured
credit facility.  Under the Prepetition Practices, excess funds
within the Cash Management System are either:

   (a) maintained in domestic bank accounts below amounts insured
       by the United States;

   (b) maintained in domestic banks that appear on the approved
       bank list of the Office of the United States Trustee for
       Region 2; or

   (c) invested by the Debtors in the Dreyfus Government Prime
       Cash Management Fund.

The only exceptions are the checking, savings, and payroll
accounts maintained by the Debtor Axio Research Corporation with
Silicon Valley Bank for which the combined average balance is
less than $300,000.  Although the instances when the balances
with Silicon Valley exceed Federal Deposit Insurance Corporation
insured amounts are limited, the Debtors are working with the
U.S. Trustee to have Silicon Valley added to the Approved Bank
List.

Mr. Reilly informs the Court that, although the Debtors' cash
receipts are swept on a daily basis into an account owned and
controlled by their Existing Lenders, all funds transferred to
disbursement accounts either remain in those accounts or are
transferred by manual wire transfers to the Debtors' overnight
investment account, the Dreyfus Government Fund.  The Debtors'
disbursement accounts that may hold funds in excess of FDIC-
insured amounts until the disbursements clear are:

   (A) the Debtors' four disbursement accounts maintained with
       Citibank, N.A.;

   (B) the Debtors' 11 disbursement accounts maintained with
       Bank of America, N.A., and

   (C) the Debtors' Operating Account maintained with J.P. Morgan
       Chase, from which wire transfers are made for Solutia and
       CPFilms and from which payroll tax payments are made.

The Debtors' Cash Management System allows them to transfer funds
overnight from the Citibank and Chase Accounts into the Dreyfus
Government Fund.

Citibank, Bank of America, and Chase are all on the U.S.
Trustee's Approved Bank List.  Although at any given time the
amounts on deposit in these Accounts to prefund disbursements may
exceed the limits insured by the FDIC, the Debtors believe that
these deposits are, nevertheless, safe.  The Dreyfus Government
Fund is not insured or guaranteed by the FDIC or any other
government agency, but it invests only in securities issued or
guaranteed by the U.S. government or its agencies or
instrumentalities.

         The Need to Maintain the Prepetition Practices

"The Debtors have determined, in their business judgment, that it
is desirable to maintain their excess cash in income-producing
investments to the fullest extent possible.  These investments
must be primarily short term in nature, however, because of the
need for liquidity in the operation of the Debtors' businesses,"
Mr. Reilly relates.  

Mr. Reilly tells the Court that the Debtors' conservative
Prepetition Practices reflect the primary goals of preserving
principal, maintaining liquidity, diversifying investment risk
and maximizing earnings on the invested funds.  Mr. Reilly
explains that the yield on investments under the Prepetition
Practices will be greater than if the Debtors were restricted to
direct investments in government securities.  If the Debtors were
limited to investing directly in government securities, liquidity
considerations would limit their investments to very short-term
securities that would produce a lower return on the investments.  
Although the investment of excess cash in this manner may not
strictly comply with the approved guidelines for investing funds
under Section 345, the Debtors believe that the investment of
funds, nevertheless, would be safe and prudent and will yield the
maximum reasonable net return on the funds invested, taking into
account the safety of the investment.

On an interim basis, Judge Beatty authorizes the Debtors to
continue using their Prepetition Practices to the extent
permitted by the DIP Loan Agreement.  To the extent necessary,
the Court waives the Section 345(b) guidelines with respect to
the Debtors' continued practice of depositing and investing
excess funds in accordance with the Prepetition Practices.  The
Debtors will work with each of the banking institutions and the
U.S. Trustee to maintain the Accounts.

The Court also permits the Debtors to continue investing excess
cash in the Dreyfus Government Fund to allow them to maximize the
yield and liquidity while protecting the principal.  The Debtors
are also allowed to transfer $200,000 to the Dreyfus Government
Fund from the Dreyfus Cash Management Plus Fund to be set aside
pursuant to a litigation settlement agreement.

Judge Beatty will convene a hearing on January 16, 2004 to
consider final approval on the Debtors' request.  Objections are
due on January 9, 2004. (Solutia Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STARWOOD HOTELS: Acquires Le Meridien's Outstanding Senior Debt
---------------------------------------------------------------
Lehman Brothers Holdings Inc., and Starwood Hotels & Resorts
Worldwide, Inc. (NYSE:HOT) announced the acquisition of all of the
outstanding senior debt (approximately $1.3 billion), at a
discount, of Le Meridien Hotels and Resorts Ltd.

Starwood will fund $200 million through a high yield junior
participation in the debt. As part of this funding, Lehman and
Starwood have entered into an exclusive agreement to negotiate the
recapitalization of Le Meridien in the coming months. The Le
Meridien portfolio includes more than 120 upscale hotels and
resorts with significant concentration in major European cities
and resort destinations. For Starwood, the Le Meridien asset and
customer base are largely complementary to Starwood's own.

Starwood Hotels & Resorts Worldwide, Inc. (Fitch BB+ Convertible
Debt Rating, Negative) is one of the leading hotel and leisure
companies in the world with 740 properties in more than 80
countries and 105,000 employees at its owned and managed
properties. With internationally renowned brands, Starwood is a
fully integrated owner, operator and franchisor of hotels and
resorts including: St. Regis, The Luxury Collection, Sheraton,
Westin, Four Points by Sheraton, W brands, as well as Starwood
Vacation Ownership, Inc., one of the premier developers and
operators of high quality vacation interval ownership resorts. For
more information, visit http://www.starwood.com/

Lehman Brothers (ticker symbol NYSE:LEH), an innovator in global
finance, serves the financial needs of corporations, governments
and municipalities, institutional clients, and high-net-worth
individuals worldwide. Founded in 1850, Lehman Brothers maintains
leadership positions in equity and fixed income sales, trading and
research, investment banking, private equity, asset management and
private client services. The Firm is headquartered in New York,
London, and Tokyo and operates in a network of offices around the
world. For further information about Lehman Brothers' services,
products, and recruitment opportunities, visit Web site at
http://www.lehman.com/


STELCO INC: Courtney Pratt Assumes Post as President & CEO
----------------------------------------------------------
Stelco Inc. announced that Mr. Courtney Pratt has assumed his
responsibilities as President and Chief Executive Officer. In
November 2003, Mr. Pratt was appointed President and Chief
Executive Officer effective January 1, 2004.

Mr. Pratt commented on his new responsibilities: "Stelco's current
circumstances provide a major challenge for me and our senior
management team. While many companies in the North American steel
sector are experiencing appreciating share prices, reflecting
improved pricing on a variety of steel products and higher sales
volume from a general rebound in the manufacturing sector, Stelco
continues to produce losses and consume considerable amounts of
cash."

Commenting on the business review currently underway at Stelco,
Mr. Pratt advised that the challenge is to redeploy Stelco's
assets, improve productivity, and lower costs to restore the
competitive capabilities of the Corporation. Competition from
U.S.-based restructured steel mills has become a critical issue
for Stelco. Reducing costs significantly is required to allow
Stelco to remain viable. "We will be looking to our stakeholders
to work cooperatively to achieve necessary cost reductions and
undertake other measures to make Stelco competitive in the
marketplace and to rebuild its operational and financial
capability," added Mr. Pratt.

Stelco Inc. (S&P, B- Long-Term Corporate Credit Rating, Negative)
is Canada's largest and most diversified steel producer. Stelco is
involved in all major segments of the steel industry through its
integrated steel business, mini-mills, and manufactured products
businesses. Stelco has a presence in six Canadian provinces and
two states of the United States.  Consolidated net sales in 2002
were $2.8 billion.

To learn more about Stelco and its businesses, visit its Web site
at http://www.stelco.ca/


TENFOLD CORP: Chairman Will Present at Needham Conference Friday
----------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, announced that Jeffrey L. Walker,
Chairman and Chief Technology Officer, will speak at the Sixth
Annual Needham Growth Conference in New York 9:00 a.m. EST on
Friday, January 9th in the Spellman conference room at the Plaza
Hotel.

"Another sign of TenFold emerging as a growth technology company
is our being invited to speak at the prestigious Sixth Annual
Needham Growth Conference in New York," said Dr. Nancy Harvey,
TenFold's President and CEO. "We were invited by a highly regarded
software analyst who recently became impressed with TenFold
technology after having discovered our Tsunami product, installing
it from the Internet, and using it to build an enterprise CRM
application in a few hours."

Jeff Walker's presentation will broadcast live on the Internet via
the TenFold corporate Web site at http://www.10fold.com/on  
Friday, January 9, 2004 at 9:00 a.m. EST.  To access the live
webcast presentation, go to http://www.10fold.com/and click on  
the Jeffrey L. Walker Live At Needham Growth Conference link in
the Latest News section at the top right of the TenFold's home
page, then register to view the presentation.  We recommend that
you go to http://www.10fold.com/at least 10 minutes early to  
register and to download and install any necessary audio software.  
You may access a replay of the presentation following the
conclusion of the live event.

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

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


TRINITY OF VIRGINIA: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Trinity of Virginia, LLC
        dba New Fitness for Ladies
        P.O. Box 677
        Lambertville, Michigan 48144

Bankruptcy Case No.: 03-78885

Type of Business: Fitness center for ladies.

Chapter 11 Petition Date: December 30, 2003

Court: Eastern District of Virginia (Norfolk)

Judge: David H. Adams

Debtor's Counsel: Karen M. Crowley, Esq.
                  Marcus, Santoro & Kozak, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: 757-222-2224
                  Fax: 757-333-3390

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Monroe Bank & Trust           Bank                      $143,530

Village at Waterford          Lease Arrearage            $34,733

Richmond Times-Dispatch       Trade                      $21,854

Hungarybrook Limited          Lease Arrearage            $21,813

Lynnhaven Mechanical          Trade                      $20,600

A/H Charleston Associa        Lease Arrearage            $16,288

Weber-Obrien Ltd.             Trade                      $14,344

Richfield Associates          Lease Arrearage            $13,280

SL Nusbaum Realty Co.         Lease Arrearage            $12,029

Visa                          Trade                       $6,720

Coverall of Virginia          Trade                       $5,345

County of Henrico-14          Taxes                       $4,728

Chesterfield Treasurer        Taxes                       $2,536

Dominion of Virginia Power    Trade                       $2,416

James River Heating           Trade                       $2,163

Cananwill, Inc.               Trade                       $1,542

John T. Atkinson, Treasurer   Taxes                       $1,541

Verizon                       Trade                       $1,508

Airborne Express              Trade                       $1,471

Boise Cascade Ofc Products                                $1,034


US AIRWAYS: Agrees to Allow Verizon Capital's $3.4 Million Claim
----------------------------------------------------------------
On November 4, 2002, Verizon Capital Corp. filed Claim Nos. 4408
and 4409 for $319,902 each, against the US Airways Debtors.  

In addition, Verizon asserts liability for other contingent and
unliquidated amounts, including various tax indemnity claims
relating to Aircraft bearing N576US, N577US and N584US.  On
January 24, 2003, the Reorganized Debtors objected to Claim Nos.
4408 and 4409.  Verizon responded.

To settle the matter, the Parties agree to allow Claim No. 4408
as a General Unsecured Class USAI-7 Claim for all purposes under
the Plan for $3,404,359.  Claim No. 4409 is withdrawn.  Any and
all other Verizon Claims relating to the Aircraft are disallowed.
(US Airways Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


U.S. STEEL: Completes Voluntary Contribution to Pension Fund
------------------------------------------------------------
United States Steel Corporation (NYSE: X) said that in late
December it completed the voluntary contribution of timber cutting
rights, which were valued at $59 million by an independent
appraisal, to its defined benefit pension plan.

As a result, the company will record a pre-tax gain of
approximately $55 million in the fourth quarter of 2003 to reflect
the excess of the fair value of the contributed assets over their
net book value. In addition, U. S. Steel voluntarily contributed
$16 million in cash to its defined benefit pension plan, bringing
total 2003 contributions to $75 million.

In other company matters, U. S. Steel stated that it will record
pre-tax equity-based compensation expense of approximately $69
million in the fourth quarter of 2003 primarily for outstanding
stock appreciation rights. This charge is principally due to the
increase in the company's common stock price in the fourth quarter
of 2003 from $18.38 to $35.02 per share. These stock appreciation
rights were issued over the last ten years and allow the holders
to receive cash and/or common stock equal to the excess of the
fair market value of shares of common stock over the option price.
In accordance with FASB Interpretation No. 28 Accounting for Stock
Appreciation Rights and Other Variable Stock Option or Award
Plans, stock appreciation rights are accounted for on a
mark-to-market basis.

The company also reported that the Federal Trade Commission and
the Department of Justice Antitrust division have granted early
termination of the waiting period under the Hart-Scott-Rodino Act,
concerning its potential acquisition of Rouge Steel's 50 percent
interest in Double Eagle Steel Coating Company. The early
termination clears the way for U. S. Steel to pursue the purchase
free of antitrust considerations.

On matters affecting its coking operations, U. S. Steel noted that
one of its major suppliers of coking coal to the Clairton Coke
Works (Clairton) has declared force majeure under a coal supply
agreement and, at this time, the company has been unable to
consistently purchase the quantity and quality of coking coal
necessary to support full coke operations. As a result, U. S.
Steel has been compelled to reduce coke operations and declare
force majeure under its coke sales agreements from Clairton, and
shipments from Clairton have temporarily and proportionally been
reduced for both internal and external customers of coke until the
situation can be resolved. U. S. Steel is attempting to replace
this lost volume of coking coal from other sources at current
market prices, which are higher than the contract price from the
original supplier.

Regarding the company's consolidation and cost-cutting efforts,
U. S. Steel Chairman and CEO, Thomas J. Usher said, "We expect to
achieve our goal of more than $400 million in annual repeatable
costs savings by the end of 2004. We have achieved our targeted
domestic plant workforce reductions, made significant progress
integrating the assets acquired from National into our operations
and are implementing our domestic administrative cost reduction
programs."

"Steel prices continue to recover reflecting increased demand as
the domestic economy improves. Imports have declined due in part
to the relative value of the dollar, significant increases in
ocean freight and an improved demand for steel globally. Most of
our mini-mill competitors have initiated scrap surcharges as costs
for all raw materials continue to escalate. We will continue to
aggressively pursue price increases as market conditions warrant,"
Usher added.

With recent increases in global demand for steelmaking raw
materials, prices and related transportation costs are increasing
for commodities such as coking coal, coke, iron ore and scrap.
Future results will be affected by market prices for, and
availability of, these purchased commodities; however, U. S.
Steel's balanced domestic raw materials position and limited
dependence on steel scrap should mitigate the effects and improve
the competitive position of U. S. Steel's domestic operations. In
the United States, U. S. Steel purchases all of its coking coal
requirements and a portion of its scrap requirements, but is self-
sufficient in iron ore and is a net seller of coke. In Europe,
U. S. Steel purchases all of its coking coal and iron ore
requirements and a modest portion of its coke and scrap
requirements.

United States Steel Corporation (S&P, BB- Corporate Credit Rating,
Negative) is engaged domestically in the production, sale and
transportation of steel mill products, coke and taconite pellets
(iron ore); steel mill products distribution; the management of
mineral resources; the management and development of real estate;
engineering and consulting services; and, through U. S. Steel
Kosice in the Slovak Republic and U. S. Steel Balkan, d.o.o. in
Serbia, in the production and sale of steel mill products and coke
primarily for the central and western European markets. As
mentioned in Note 5, effective June 30, 2003, U. S. Steel is no
longer involved in the mining, processing and sale of coal.

For more information about U.S. Steel visit
http://www.ussteel.com/


USEC INC: Secures Regulatory Recertification of Uranium Plants
--------------------------------------------------------------
USEC Inc. (NYSE:USU) announced that its uranium enrichment plants
in Paducah, Kentucky and Piketon, Ohio have been recertified by
the U.S. Nuclear Regulatory Commission for five years.

The recertification represents the commission's determination that
the plants are in compliance with NRC safety, safeguards and
security regulations.

"Our production operations are focused on the fundamental
principles of safety, security, reliability and efficiency," said
Morris Brown, USEC's vice president of operations.

The gaseous diffusion plants, which began operations in the 1950s,
are required to be recertified by the NRC every five years. NRC
also is required, in consultation with the U.S. Department of
Energy and the U.S. Environmental Protection Agency, to submit a
report to Congress on the operation of the plants. The latest
report, covering the five-year period through September 30, 2003,
stated that the plants "provide adequate protection of public
health, safety, safeguards, security, and the environment." The
new NRC certificates, effective December 29, 2003, are valid until
December 31, 2008.

USEC ended enrichment operations at the Piketon plant in May 2001,
but the Company is maintaining the plant in standby condition
under a contract with DOE. USEC has also applied to the NRC for a
license to construct and operate the American Centrifuge
Demonstration Facility at the Piketon site. This facility will
demonstrate USEC's next generation gas centrifuge uranium
enrichment technology.

USEC Inc. (NYSE:USU) (S&P, BB Corporate Credit Rating, Stable), a
global energy company, is the world's leading supplier of enriched
uranium fuel for commercial nuclear power plants.


VERESTAR INC: US Trustee Appoints Official Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 2 appointed 5 creditors to an
Official Committee of Unsecured Creditors in Verestar, Inc.'s
Chapter 11 cases:

       1. PanAmSat Corporation
          20 Westport Road
          Wilton, CT 06897
          Attn: Zachary C. Green, Associate General Counsel
          Phone: (203) 210-8210
          Fax: (203) 210-8683

       2. Loral Spacecom Corporation
          d/b/a Loral Skynet
          600 Third Avenue
          New York, New York 10016
          Attn: Russell Mack
          Phone: (212) 338-5354
          Fax: (212) 867-5248

       3. iDirect, Inc.
          10803 Parkridge Boulevard
          Reston, VA 20191
          Attn: David Mountcastle, Director of Finance
          Phone: (703) 648-8022
          Fax: (703) 648-8014

       4. WilTel Communications, LLC
          One Technology Center, 15-L
          Tulsa, OK 74103
          Attn: Kevin L. Ward, Esq.
          Phone: (918) 547-1888
          
       5. BT plc
          350 Madison Avenue
          New York, New York 10017
          Attn: William McNamara, General Manager
          Phone: (646) 487-3874
          Fax: (646) 487-3988

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Fairfax, Virginia, Verestar, Inc., is a provider
of satellite and terrestrial-based network communication services.
The Company and two if its affiliates filed for chapter 11
protection on December 22, 2003 (Bankr. S.D.N.Y. Case No. 03-
18077).  Matthew Allen Feldman, Esq., at Willkie Farr & Gallagher
LLP represent the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
assets and debts of more than $100 million each.


VOLUME SVCS: Will Make Cash Payment on Income Deposit Securities
----------------------------------------------------------------
Volume Services America Holdings, Inc. (AMEX:CVP) (TSX:CVP.UN)
announced that a cash payment of U.S.$0.173 per Income Deposit
Security will be payable on January 20, 2004 to holders of record
of Income Deposit Securities at the close of business on
January 9, 2004.

Each of the Income Deposit Securities issued by the company in its
recent public offering is comprised of one share of common stock
and a subordinated note. The total payment of U.S.$0.173 reflects
a cash dividend of U.S.$0.088 per share of common stock
(U.S.$0.066 for the monthly period beginning December 20, 2003 and
ending January 19, 2004 and U.S.$0.022 for the initial stub period
beginning December 10, 2003 and ending December 19, 2003), as
announced yesterday by the company. The total payment of
U.S.$0.173 also includes an interest payment of U.S.$0.085
(U.S.$0.064 for the monthly period beginning December 20, 2003 and
ending January 19, 2004 and U.S.$0.021 for the initial stub period
beginning December 10, 2003 and ending December 19, 2003), as
provided in the subordinated note.

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.


WINSTAR: Chapter 7 Trustee Wins Clearance for Lucent Settlement
---------------------------------------------------------------
The Winstar Communications' Chapter 7 Trustee Christine C.
Schubert sought and obtained the Court's approval of a settlement
stipulation with Lucent Technologies Inc., which fully and finally
resolves all secured claims that Lucent asserted or may hold
against the Debtors' estates with respect to the proceeds from IDT
Winstar Acquisition, Inc.'s acquisition of substantially all the
Debtors' assets.

The Trustee and Lucent originally disagreed whether Lucent had a
valid, properly perfected, first priority lien in any portion of
the Sale Proceeds, and whether and to what extent a portion of
the Sale Proceeds should be allocated to any lien.  The parties
engaged in extensive discovery and each party retained experts in
prosecuting the Lien Adversary Proceeding.  After extensive
negotiations, both parties agreed to settle the dispute according
to these primary terms:

   (a) The Trustee agrees that Lucent holds a $5,500,000 valid,
       properly perfected, first priority secured lien in the
       Sale Proceeds, which represents the total value of
       Lucent's lien in the Acquired Assets;

   (b) Without further delay, the Trustee will place $5,500,000
       of the Sale Proceeds into an escrow account and will not
       release the funds to Lucent or any other party, except
       pursuant to a further final and non-appealable Court
       order, after notice and a hearing, or written agreement by
       the parties directing the Trustee to distribute the funds;

   (c) Lucent may seek relief from the Bankruptcy Court to compel
       the Trustee to distribute the $5,500,000 plus interest in
       satisfaction of its lien in the Acquired Assets on the
       earlier to occur of:

        (i) a resolution by the Bankruptcy Court or District
            Court through entry of a final and non-appealable
            order of, or resolution through written agreement of
            the parties with respect to, Count Eleven (Equitable
            Subordination) of the Trustee's Second Amended
            Complaint in the Contract Adversary Proceeding in a
            manner that some or all of Lucent's claims under the
            Lucent Credit Agreement, Supply Agreement or related
            agreements are not subject to equitable
            subordination; or

       (ii) a written agreement by the parties that Lucent may
            take such action;

   (d) Upon the transfer of the $5,500,000 into the Escrow
       Account, that portion of Lucent's secured proofs of claim
       relating to the Collateral constituting the Acquired
       Assets will be permanently reduced to $5,500,000, plus
       interest.  Any related deficiency claim will be deemed
       part of Lucent's unsecured proofs of claim.  Lucent's
       rights in connection with the remaining portion of its
       secured proofs of claim with respect to the Collateral not
       constituting the Acquired Assets will not be affected in
       any respect;

   (e) Lucent will be deemed to hold an allowed secured claim
       equal to $5,500,000 plus interest on account of its
       interest in the Sale Proceeds.  The Trustee will not
       distribute funds from the Escrow Account to Lucent in
       satisfaction of the Allowed Sales Proceeds Secured Claim;

   (f) Upon the Trustee's transfer, Lucent will waive, release
       and forever discharge any secured claims that it has or
       may have against the Sale Proceeds, except the Allowed
       Sales Proceeds Secured Claim.  Lucent will have a valid,
       properly perfected, first priority secured lien, without
       further action or filing, on account of the Allowed Sales
       Proceeds Secured Claim for the $5,500,000, plus interest,
       transferred to the Escrow Account;

   (g) The resolution of Lucent's secured claims against the
       Debtors' estates with respect to the Acquired Assets
       will have no effect on any rights that Lucent may have, if
       any, with respect to any general unsecured claims that
       Lucent may have asserted against the Debtors' estates.
       The Resolution will have no effect on any rights that
       Lucent may have with respect to any secured claim asserted
       against the Debtors' estates with respect to:

        (i) any assets that constitute the Collateral and are not
            the Acquired Assets; or

       (ii) any proceeds from any sales that are not the Sale
            Proceeds;

   (h) The resolution of Lucent's secured claims with respect to
       the Acquired Assets will have no effect on Lucent's rights
       with respect to a stipulation the parties entered in April
       2003, lifting the automatic stay and, alternatively,
       providing adequate protection with respect to certain
       investment and disbursement accounts;

   (i) The Trustee will not use any estate funds in which Lucent
       has an interest pursuant to any Bankruptcy Court order,
       stipulation, or settlement for any purpose in these
       cases without Lucent's prior written consent or further
       Court order; and

   (j) Upon the Trustee's transfer of the Sale Proceeds into the
       Escrow Account, Lucent will waive, release and forever
       discharge any and all claims that it may have against the
       Debtors' estates, the Trustee or her affiliates arising in
       connection with the Lab Equipment.

The Debtors believe that the Settlement avoids lengthy,
burdensome and expensive litigation, represents a reasonable
compromise of the value of the claims resolved and is well within
the range of litigation possibilities. (Winstar Bankruptcy News,
Issue No. 51; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


XECHEM: Closes Acquisition of Ceptor, Increasing Drug Pipeline
--------------------------------------------------------------
Xechem International, Inc. (OTCBB: XKEM) has completed the
acquisition of Ceptor Inc., a privately held bio-technology
company, significantly increasing Xechem's drug pipeline.

Xechem will issue $6,000,000 of Convertible Preferred Stock to
Ceptor's shareholders, and assume approximately $300,000 of debt.
Under the terms of the agreement, no shares will be converted
until at least 12 months.

"Ceptor provides Xechem a neuromuscular platform technology that
will produce both orphan drug products for the Company to develop
under its business model as well as large-market products
appropriate for partnering with major companies. This proprietary
technology includes the carrier molecules carnitine and taurine to
target any passenger molecules to skeletal muscle cells and nerve
cells, respectively. This will provide potential products for
muscular dystrophy, multiple sclerosis, ALS, epilepsy,
ototoxicity, nerve damage, and muscle wasting," said William
Pursley, Vice-Chairman and President of Xechem International.

Ceptor, is led by Dr. Alfred Stracher, Distinguished Professor and
Chairman of Biochemistry at Downstate Medical Center in Brooklyn,
New York. Dr. Stracher commented, "We are excited about the merger
and are looking forward to a higher profile for the Ceptor
technology." Ceptor will operate as a wholly-owned subsidiary of
Xechem.

Ceptor's lead product, MYODUR, includes the carnitine carrier and
the peptide, leupeptin, a known calpain inhibitor. Calpain is the
primary protease that degrades skeletal muscle. Because calpain is
up regulated in muscular dystrophy, the Company believes the
inhibiting effect of leupeptin along with the targeting effect of
carnitine makes MYODUR an ideal candidate for this orphan disease.
Xechem plans to file an IND for MYODUR to initiate a phase Ib
clinical trial in muscular dystrophy in 2004. The Company
estimates that muscular dystrophy represents a $1B+ market
opportunity.

For a larger indication such as epilepsy, NEURODUR, another
product candidate, has also been shown effective in animal models.
NEURODUR combines the nerve cell targeting molecule, taurine, with
valproic acid. Valproic acid, alone, represents the primary
therapy for epilepsy today but has proven to be very difficult to
regulate as a therapeutic. Too little provides no benefit and too
much can cause serious adverse effects. The Company believes
NEURODUR will offer a strong advantage because of the preciseness
and efficiency of its nerve cell targeting. Epilepsy is a
multibillion dollar market opportunity and represents an excellent
out-licensing candidate.

Finally, because carnitine, leupeptin, taurine and valproic acid,
individually, are all well known, safe and established molecules
to the FDA, the Company believes they represent a low-risk
development pathway as their combinations have shown no denaturing
of the individual components.

Dr. Ramesh Pandey, Chairman & CEO of Xechem International stated,
"The Ceptor technology is unique and will provide a platform for
treating many different diseases. We are gratified that the merger
has been completed."

Xechem International, Inc. is a fully integrated biopharmaceutical
company focusing on proprietary technologies for orphan diseases.
Its mission is to increase the quality and quantity of life of the
people who suffer from these diseases.

                          *    *    *

As previously reported, Xechem International, Inc. received a
letter, on October 4, 2003, from Wiss & Company, LLP,  the
Company's independent public accountants, dated September 30,
2003. In the letter, Wiss informed the Company that it had decided
to discontinue providing audit services to SEC clients and was
exiting this practice area. However, Wiss also advised the Company
by letter dated November 10, 2003 that it would continue to
provide services to the Company through  December 1, 2003, which
would include review of the Company's financial statements for the
three months ended September 30, 2003.  The Company had engaged
Wiss on December 13, 2002.

In its letter, Wiss stated that its decision was based on a
variety of business factors,  including the recent rash of
legislation changes enacted following the passing of the  
Sarbanes-Oxley Act of 2002.

The Company has not yet selected replacement independent public
accountants for Wiss; however, it is presently interviewing
candidates.  

Wiss' reports on the Company's consolidated financial statements
for the past year, which is the only year for which it provided
accounting services during its recent engagement, contained a
statement that there were doubts about the ability of the Company
to continue as a going concern.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
Education Lending Group EDLG        (26)       1,481      N.A.
Graftech International  GTI        (351)         859      108
Hexcel Corp             HXL        (127)         708     (531)
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Inkine Pharm            INKP         (6)          14        5
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,747    2,818
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
Microstrategy           MSTR        (34)          80       (7)
Nuvelo Inc.             NUVO         (4)          27       21
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (525)       1,243      195
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (2,830)      29,345     (475)
Quality Distribution    QLTY       (126)         387       19
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
Sigmatel Inc.           SGTL         (4)          18       (1)
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 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.

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