TCR_Public/040107.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 7, 2004, Vol. 8, No. 4

                          Headlines

ADVANCED ENERGY: Will Webcast Q4 Conference Call on February 12
AEROCENTURY: First Bank Joins Credit Facility, Upping it to $50M
AFC ENTERPRISES: Appoints Frederick Beilstein as New CFO
ALAMOSA HOLDINGS: S&P Uprgades Corporate Credit Rating to CCC+
ALLIED WASTE: Completes Divestitures, Raising $176MM of Proceeds

AMERICA WEST: Reports 5.3% Increase in December 2003 Traffic
AMERICAN AIRLINES: Dec. Traffic Stays Flat Despite Capacity Drop
AMERISOURCEBERGEN: Fitch Expects No Immediate Change to Ratings
ANCHOR GLASS: Completes Upgrade Program in Salem, NJ Facility
APARTMENT INVESTMENT: Forms Joint Venture with GE Real Estate

ART FOUR HICKORY: Case Summary & 14 Largest Unsecured Creditors
AURORA FOODS: Asking for Injunction against Utility Companies
BETHLEHEM STEEL: Dissolved After Liquidation Plan Takes Effect
BETHLEHEM STEEL: Asks Court to Fix Adversary Proceeding Protocol
CARILION HEALTH: Fitch Withdraws Bq Insurer Fin'l Strength Rating

CENTRAL WAYNE: Has Until Feb. 2 to File Schedules & Statements
COMMONWEALTH ELECTRIC: Case Summary & Largest Unsecured Creditors
CONGOLEUM CORP: Wants More Time to File Schedules & Statements
CONTINENTAL AIRLINES: December 2003 Traffic Climbs by 7.6%
COVAD COMMS: Confirms Fourth Quarter 2003 Financial Guidance

COVANTA: Court to Consider DHC Disclosure Statement on Jan. 14
DALECO RESOURCE: Tri-Coastal Unit Restructures Outstanding Debt
DII INDUSTRIES: Gets Nod to Pay Prepetition Employee Obligations
DOBSON COMMS: Declares 13% Preferred Share Cash Dividend
DOBSON: Issues Redemption Notice for Remaining 12-1/4% Sr. Notes

DOW CORNING: Investing GBP100 Million in Dow Corning Limited
DT INDUSTRIES: Defaults on Senior Credit Facility
DYNEGY INC: Reaches Pact to End Batesville Tolling Arrangement
EAST COUNTY MEDICAL: California Health Care Group Faces Bankruptcy
ENRON CORP: Committee Sues Andrews & Kurth to Recoup $5.4 Mil.

EXIDE: Solicitation Exclusivity Extension Hearing on January 22
FARMLAND INDUSTRIES: Claim Trading Activity Report
FEDERAL-MOGUL: PD Committee Hires J.H. Cohn as Financial Advisor
FMC CORP: Will Publish Fourth Quarter 2003 Results on February 2
GATEWAY INC: Lowers Previous Fourth Quarter Earnings Guidance

GE COMM'L: S&P Assigns Preliminary Ratings to Ser. 2004-C1 Notes
GEMSTAR-TV GUIDE: SEC Amends Suit Against Former Executives
GLOBAL CROSSING: Wants Clearance for Qwest Settlement Agreement
GOLDEN NORTHWEST: Look for Schedules & Statements by January 21
GRAPHIC PACKAGING: Will Publish Fourth-Quarter Results on Feb. 4

HANGER ORTHOPEDIC: Court of Appeals Affirms Calif. Suit Dismissal
HAWK CORPORATION: Commences Trading on American Stock Exchange
HILTON HOTELS: Look for Q4 and Year-End Results on January 26
HORSEHEAD: Suns Capital Unit Completes Purchase of All Assets
IGAMES ENTERTAINMENT: Reaffirms Acquisition of Equitex Inc. Unit

IGAMES ENTERTAINMENT: Completes Money Centers of America Merger
INTERPUBLIC GROUP: Agrees to Sell Unit's Four MotorSports Tracks
IT GROUP: Outlines Alternatives If Court Won't Confirm Plan
JET 1 CENTER: Case Summary & 9 Largest Unsecured Creditors
KAISER: Retirees' Committee Earns Nod to Hire Orrick as Counsel

KRAVITZ BAGELS: Case Summary & 20 Largest Unsecured Creditors
LES BOUTIQUES: G. Frigon Assumes Chief Restructuring Officer Post
LTV: Wants Go-Signal to Settle Allocation Appeals and Disputes
MAGELLAN HEALTH: Onex Invests $101 Million for New 24% Stake
MCWATTERS: Closes Sale of Kiena Mine Complex to Wesdome Gold

MERCY HOSPITAL: S&P Drops Revenue Bonds' Rating to Default Level
MESA AIR GROUP: Reports 71.1% Increase In December 2003 Traffic
MET-COIL: Wants Exclusive Plan-Filing Period Extended to April 30
MICRO INTERCONNECT: Keating Reverse Discloses 80% Equity Stake
MIRANT CORP: Plan-Filing Exclusivity Extended Until April 30

MSW ENERGY: Completes Exchange Offer for 8.50% Sr. Secured Notes
NATURADE: Extends Wells Fargo Credit Pact Until March 31, 2004
NEWPORT: Clinda Assumes Debt Owed to Investors and Ex-Employee
NUEVO ENERGY: Closes Sale of Calif. Real Estate Assets for $47MM
NUEVO ENERGY: Ups Realized Price for Calif. Crude Oil Production

OFFSHORE LOGISTICS: Will Fall Short of Analysts' Q4 Estimates
OMEGA HEALTHCARE: Arranges $50-Mill. Acquisition Line of Credit
ORBIMAGE INC: Officially Emerges from Chapter 11 Proceedings
OXFORD INDUSTRIES: Appoints S. Anthony Margolis to Board
OXFORD IND.: Declares 14% Increase in Quarterly Cash Dividend

PACIFIC GAS: Asks Court to OK Settlement with Santa Clara City
PG&E NAT'L: Wants Court Nod for Modified Cash Management Order
PREMCOR REFINING: Soliciting Proposals for Ethanol Supply
REDBACK NETWORKS: Consummates Plan and Exits Chapter 11 Process
REDBACK NETWORKS: Secures $30-Million Equity Funding from TCV

ROGERS COMMS: Will Publish 4th Quarter Results on Feb. 12, 2004
SIEBEL SYSTEMS: Reports Preliminary Fourth Quarter Fin'l Results
SMARTIRE SYSTEMS: Raises $2.7M via Private Placement Transaction
SOLUTIA INC: Honoring & Paying Prepetition Employee Obligations
SUBURBAN PRODUCTS: Case Summary & 20 Largest Unsecured Creditors

TRANSWITCH CORP: Increases Fourth Quarter 2003 Earnings Guidance
UNITED NATIONAL: Fitch Ups & Withdraws Ratings after PNC Merger
UNITEDGLOBALCOM INC: Liberty Media Acquires Controlling Stake
UNIVERSAL HEALTH: Closes Acquisition of 4 Acute Care Hospitals
US AIRWAYS: Inks Lease Pacts for Pittsburgh Airport Facilities

WALTER INDUSTRIES: Names Larry Comegys Pres. of Jim Walter Unit
WESTAR: Protection One Sale Pact Spurs S&P's Outlook Revision
WESTPOINT STEVENS: Court Okays American Appraisal as Consultants
WEYERHAEUSER CO.: Will Host Annual Analyst Meeting on May 20
WINSTAR: Chapter 7 Trustee Taps Sklar & Paul as Special Counsel

WIRELESS NETWORKS: Closes $10 Million Equity Financing Agreement
WSI MFG.: Wants Nod for Dunlop's Engagement as Special Counsel

* CLLA Supports State-Backed Student Loan Discharges

* Upcoming Meetings, Conferences and Seminars

                          *********

ADVANCED ENERGY: Will Webcast Q4 Conference Call on February 12  
---------------------------------------------------------------
In conjunction with Advanced Energy's (Nasdaq: AEIS) fourth
quarter and year end 2003 financial results, you are invited to
listen to its conference call that will be broadcast live over the
Internet on Thursday, February 12 at 5:00 pm ET with management of
Advanced Energy.

     What:     Advanced Energy Fourth Quarter and Year End 2003
               Financial Results

     When:     Thursday, February 12, 2004, 5:00 pm ET/3:00 pm
               MT/2:00 pm PT

     Where:    http://www.advanced-energy.com/

     How:      Live and rebroadcast over the Internet:  Simply log
               onto the web at the address above.

               Live call via telephone:  888-713-4717
               International callers may dial 706-679-7720

               Replay via telephone: 706-645-9291, code 4682617
               (available for one week)

     Contact:  Cathy Kawakami, 970-407-6732
               ( cathy.kawakami@aei.com )
               
               Kim Klenzak, 970-407-6305 ( kim.klenzak@aei.com )

Advanced Energy (S&P, B+ Corporate Credit and B- Subordinated Debt
Ratings, Negative) is a global leader in the development and
support of technologies critical to high-technology manufacturing
processes used in the production of semiconductors, flat panel
displays, data storage products, compact discs, digital video
discs, architectural glass, and other advanced product
applications.

Leveraging a diverse product portfolio and technology leadership,
AE creates solutions that maximize process impact, improve
productivity and lower cost of ownership for its customers.  This
portfolio includes a comprehensive line of technology solutions in
power, flow, thermal management, plasma and ion beam sources, and
integrated process monitoring and control for original equipment
manufacturers and end-users around the world.

AE operates in regional centers in North America, Asia and Europe
and offers global sales and support through direct offices,
representatives and distributors.  Founded in 1981, AE is a
publicly held company traded on the Nasdaq National Market under
the symbol AEIS.  For more information, visit AE's corporate Web
site: http://www.advanced-energy.com/


AEROCENTURY: First Bank Joins Credit Facility, Upping it to $50M
----------------------------------------------------------------
AeroCentury Corp., (Amex: ACY), an independent aircraft leasing
company, announced that First Bank & Trust has joined the
Company's credit facility.  As a result, the credit facility has
been increased from $40 million to $50 million.

Neal D. Crispin, President of AeroCentury, said, "Having our
facility back at $50 million gives us additional flexibility in
pursuing acquisition opportunities.  We look forward to working
closely with First Bank & Trust and our other lenders."

William G. Nelle, Jr., Senior Vice President, Commercial & Private
Banking of First Bank & Trust, said, "We are pleased to join the
AeroCentury facility. They are a local company with worldwide
presence, ideally suited to our efforts to expand in the San
Francisco Bay Area."

First Bank, dba First Bank & Trust in California, is one of the
largest privately owned banks in the country with more than $7
billion in assets and nearly 150 locations in California, Texas,
Missouri and Illinois.

The full text of the amendment to the credit agreement adding
First Bank & Trust as a participant has been filed in a Form 8-K
report with the Securities & Exchange Commission, and is available
through the Internet at the SEC's EDGAR system.  The filing can
also be accessed by clicking "SEC Filings" on the Company's home
page at http://www.aerocentury.com/

AeroCentury is an aircraft operating lessor and finance company
specializing in leasing regional aircraft and engines utilizing
triple net leases. The Company's aircraft and engines are on lease
to regional airlines and commercial users worldwide.

                         *   *   *

As reported in Troubled Company Reporter's September 2, 2003
edition, AeroCentury Corp., obtained a waiver by lenders led by
National City Bank of the Company's non-compliance with a
financial ratio covenant, which non-compliance arose out of the
default by a Haitian regional air carrier under a lease for two
deHavilland Dash-7 aircraft. The aircraft were recently
repossessed and are being prepared for re-lease or re-sale.

The waiver was contained in the agreement reached with the lenders
extending the maturity date of the Company's credit facility to
August 31, 2003.


AFC ENTERPRISES: Appoints Frederick Beilstein as New CFO
--------------------------------------------------------
AFC Enterprises, Inc. (Ticker: AFCE), the franchisor and operator
of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, appointed Frederick
B. Beilstein as Chief Financial Officer effective immediately.  

In addition to overseeing the Company's financial matters,
Beilstein will be responsible for determining and implementing the
most effective strategies for AFC to leverage its financial
flexibility and maximize shareholder value.

"Fred has demonstrated a range and depth of management and
financial experience that makes him the ideal person to assume the
CFO position for AFC which is a role that I have held since April,
in addition to my duties as Chairman and CEO," stated Frank
Belatti.  "Fred's extensive financial background will greatly
assist us in our efforts to drive stakeholder value."

Beilstein, age 56, joins AFC with considerable financial and
transaction related experience having first been the CFO of Days
Inn of America where he was instrumental to the company's initial
public stock offering, private debt placements and public debt
offerings.  Following that responsibility, Blackstone Capital
Partners, L.P. recruited Beilstein to critically evaluate Edgcomb
Metals Company where he served as CFO and eventually spearheaded
the sale of the business to Usinor Sacilor, a French steel
company.  Beilstein then became Treasurer and CFO of The Actava
Group Inc. (formerly Fuqua Industries, Inc.), a diversified
holding company with interests in the manufacturing and service
industries, where he drove the company's acquisition and divesture
related activities.  He then became President and COO of the ERA
Real Estate Division of Cendant Corporation assuming management
responsibility of ERA that included the oversight of franchise
support and sales initiatives.

Most recently, Beilstein had been the Principal and founder of
Beilstein & Company, a financial and operational consulting
practice with concentration in advising companies on strategic
issues such as refinancing and recapitalization opportunities.  
One of his clients included Americold Logistics, LLC where he
formerly served as Treasurer and CFO, just prior to establishing
Beilstein & Company.

Beilstein holds a Bachelor of Science degree in accounting from
Benjamin Franklin University, now a part of George Washington
University, and is a Certified Public Accountant.

AFC Enterprises, Inc. is the franchisor and operator of 4,077
restaurants, bakeries and cafes as of November 30, 2003, in the
United States, Puerto Rico and 35 foreign countries under the
brand names Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally. AFC's primary
objective is to be the world's Franchisor of Choice(R) by offering
investment opportunities in highly recognizable brands and
exceptional franchisee support systems and services. AFC
Enterprises had system-wide sales of approximately $2.7 billion in
2002 and can be found on the World Wide Web at
http://www.afce.com/

                          *    *    *

               Credit Facility and Current Ratings

The Company's outstanding debt under its credit facility
agreement, net of investments, at the end of Period 9 of 2003 was
approximately $125 million, down from approximately $218 million
at the end of 2002 as a result of cash generated from ongoing
operations and the sale of its Seattle Coffee Company subsidiary.
On August 25, 2003, Standard & Poor's Ratings Services raised the
Company's senior secured bank loan ratings to 'B' from 'CCC+' and
on August 28, 2003, Moody's Investor Service lowered the Company's
secured credit facility rating from Ba2 to B1.


ALAMOSA HOLDINGS: S&P Uprgades Corporate Credit Rating to CCC+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sprint PCS affiliate Alamosa Holdings Inc. and
subsidiaries to 'CCC+' from 'SD'.

The rating was lowered to 'SD' (denoting a selective default on
the debt of wholly owned subsidiary, Alamosa Delaware Inc.) on
Nov. 12, 2003, after the company completed an exchange offer on
its public debt for less than the accreted face amount of the
securities. The outlook is developing.

At the same time, a 'CCC' rating was assigned to the proposed $225
million senior notes due 2012 of Alamosa Delaware, which will be
issued under Rule 144A with registration rights. Proceeds from the
new notes will be used to repay the senior secured credit facility
of wholly owned subsidiary Alamosa Holdings LLC. The 'CCC' rating
on the senior notes, which is one notch below the corporate credit
rating, is based on Standard & Poor's expectations that any
increase in priority obligations, including structurally senior
debt, will be substantially less than the $200 million of bank
debt being repaid.

The rating on the senior secured credit facility of Alamosa
Holdings LLC was raised to 'CCC+' from 'CC' and was removed from
CreditWatch, where it was placed with positive implications on
Nov. 12, 2003, upon completion of the debt exchange offer by
Alamosa Delaware. Ratings on the credit facility will be withdrawn
after the facility is repaid.

In addition, Alamosa Delaware's 12% senior discount notes due 2009
and its 11% senior notes due 2010 were rated 'CCC'. These notes
and convertible preferred stock were issued earlier in the
previously mentioned exchange offering for Alamosa Delaware's
12.875% senior discount notes, 12.5% senior notes, and 13.625%
senior notes. Ratings on these three issues have been withdrawn.

"The ratings on Alamosa reflect a weak business profile from the
intensely competitive wireless industry, which is experiencing
slowing demand because of rising penetration levels; high
financial risk from minimal discretionary cash flow; a revenue-
based franchise fee that limits margin potential; later market
entry compared to that of competitors; and uncertain asset
recovery values because the company does not hold its wireless
licenses," said Standard & Poor's credit analyst Eric Geil.
"These factors are partially offset by Alamosa's gradual
improvement in operating performance, as well as brand recognition
and operating benefits from the Sprint PCS affiliation."

Eliminating the secured credit facilities will reduce financial
pressure from rising debt amortization and covenants. The
discounted debt exchange transaction, completed on Nov. 11, 2003,
improved the company's financial profile by eliminating about $240
million in debt. In conjunction with the exchange, Alamosa amended
its affiliation agreement with Sprint PCS to lower charges for
administrative services provided by Sprint to Alamosa, and to
permit Alamosa to more easily opt out of Sprint programs and
promotions.

Lubbock, Texas-based Alamosa is the largest Sprint PCS affiliate
and provides wireless services to about 693,000 subscribers in
markets with a combined covered population of about 11.9 million.
The company had $704.5 million debt outstanding Sept. 30, 2003,
pro forma for the exchange offering and proposed $225 million
senior notes.


ALLIED WASTE: Completes Divestitures, Raising $176MM of Proceeds
----------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) announced that effective
December 31, 2003, it had successfully completed its 2003
Divestiture Program aimed at generating $300 million of proceeds
for debt repayment.

Allied Waste completed portions of the previously announced
divestiture of its northern and central Florida operations to
Capital Environmental Resource, Inc. (Nasdaq: CERI), which
generated approximately $76 million of proceeds. The sale of the
remaining Florida operations is expected to close during the first
quarter of 2004 and result in approximately $44 million of
proceeds.

The Company also has completed the sale of certain non-integrated
operations in Virginia, Idaho and Wyoming to two separate private
companies for combined proceeds of approximately $100 million.  
These operations represent approximately $58 million in annual
revenue, and include collection, transfer and recycling
operations.

"We are pleased to have successfully completed the 2003
Divestiture Program, and to have done so at valuations exceeding
our original expectations," said Tom Van Weelden, Chairman and CEO
of Allied Waste.  "The proceeds from the divestitures of these
non-integrated operations have been used to repay debt."

Allied Waste announced its Divestiture Program in March 2003 with
stated goals of divesting $450 million of annual revenue and $75
million of annual operating income before depreciation and
amortization for expected proceeds of $300 million.  Upon the
completion of the balance of the Florida divestiture, the Company
will have completed the divestiture of approximately $335 million
of annual revenue and approximately $65 million of annual
operating income before depreciation and amortization for expected
proceeds of approximately $330 million.

Allied Waste Industries, Inc. (S&P, BB Corporate Credit Rating,
Stable Outlook), is the second largest, non-hazardous solid waste
management company in the United States, providing non-hazardous
waste collection, transfer, disposal and recycling services to
approximately 10 million customers. As of June 30, 2003, the
Company operated 333 collection companies, 171 transfer stations,
171 active landfills and 64 recycling facilities in 39 states.


AMERICA WEST: Reports 5.3% Increase in December 2003 Traffic
------------------------------------------------------------
America West Airlines (NYSE: AWA) reported traffic statistics for
the month of December, fourth quarter and year-end 2003.  

Revenue passenger miles (RPMs) for December 2003 were a record 1.8
billion, an increase of 5.3 percent from December 2002.  Capacity
for December 2003 was a record 2.4 billion available seat miles
(ASMs), up 4.8 percent from December 2002.  The passenger load
factor for the month of December was a record 74.6 percent vs.
74.2 percent in December 2002.

The load factor for the fourth quarter 2003 was a record 75.5
percent, up 2.3 points from fourth quarter 2002. RPMs for the
quarter increased 4.2 percent to a record 5.3 billion, and ASMs
for the quarter increased to a record 7.0 billion vs. 6.9 billion
in the fourth quarter of 2002.

Year-to-date load factor was a record 76.4 percent, up 2.8 points
from 2002.  Year-to-date RPMs were a record 21.3 billion, a 7.1
percent increase from 2002.  Available seat miles increased 3.3
percent for the current year to a record 27.9 billion.

"December marks our ninth consecutive month of record traffic,
which increased by 5.3 percent year-over-year, and outpaced our
capacity growth of 4.8 percent.  We are pleased with our unit
revenue performance, particularly unit revenue generated during
the holidays, and will continue to implement our 2004 growth plans
that include increasing utilization, adding flight frequencies in
existing markets as well as entering new routes, and aggressively
exploring more future point-to-point flying," said Scott Kirby,
executive vice president, sales and marketing.

Founded in 1931, ALPA is the world's oldest and largest pilot
union, representing 66,000 members at 42 airlines in the United
States and Canada, including nearly 1,700 pilots at America West
Airlines.  Visit the ALPA Web site at http://www.alpa.org/

As previously reported, Fitch Ratings initiated coverage of
America West Airlines, Inc., a subsidiary of America West Holdings
Corp., and assigned a rating of 'CCC' to the company's senior
unsecured debt. The Rating Outlook for America West is Stable.


AMERICAN AIRLINES: Dec. Traffic Stays Flat Despite Capacity Drop
----------------------------------------------------------------
American Airlines, the world's largest carrier, reported a monthly
load factor of 73.7 percent, an increase of 0.5 points compared to
last year.  Year-over-year gains were achieved in both domestic
and international markets, with a load factor increase of 0.2
points in domestic markets and 0.9 points in international
markets.

Despite a decline in capacity, December traffic was essentially
unchanged compared to last year.  Traffic grew 10.2 percent in
international markets, with 8.9 percent more capacity year over
year.  In domestic markets, traffic was down 4.2 percent year over
year on a capacity decline of 4.5 percent.

American boarded 7.4 million passengers in November.

American Airlines (Fitch, CCC+ Convertible Unsecured Note Rating,
Negative) is the world's largest carrier.  American, American
Eagle and the AmericanConnection regional carriers serve more than
250 cities in over 40 countries with more than 3,900 daily
flights.  The combined network fleet numbers more than 1,000
aircraft.  American's award-winning Web site, AA.com, provides
users with easy access to check and book fares, plus personalized
news, information and travel offers.  American Airlines is a
founding member of the oneworld Alliance.


AMERISOURCEBERGEN: Fitch Expects No Immediate Change to Ratings
---------------------------------------------------------------
Fitch Ratings does not expect an immediate change in the ratings
or Rating Outlook for AmerisourceBergen Corp. following the
company's recent announcement that it lost its contract with the
U.S. Department of Veterans Affairs (VA), the company's largest
customer. Fitch intends to meet with ABC management to more fully
understand the credit implications stemming from the contract
loss. ABC's current ratings are as follows: Bank Credit Facilities
'BBB-', Senior Unsecured Debt 'BB+', Subordinated Debt 'BB', Trust
Originated Preferred Securities 'BB-'. ABC's current Rating
Outlook is Positive.

The VA contract represented approximately 7% of ABC's total
revenue in 2003 (ABC's fiscal 2003 year ended Sept. 30, 2003).
According to the company, no other customer represents more than
5% of total revenues (prior to the loss of the VA contract).
According to ABC management, the contract loss was a pricing
decision on the VA's part. Fitch is encouraged that ABC management
appears disciplined in its sell-side contract negotiations.
However, the loss of a significant, profitable customer is cause
for concern and is expected to impact future profitability in a
negative fashion.

However, Fitch cites that ABC's credit statistics have exceeded
Fitch's recent expectations and are strong for the rating
category. The loss of the VA contract may be mitigated by the core
strength of ABC's credit profile. Additionally, ABC has, generally
speaking, been less aggressive than its peers in terms of buy-
side, inventory contracting (speculative buying). Thus, the recent
trend which has seen diminished buy-side opportunities is likely
to impact ABC less than the other major industry participants.

Given the complexity and depth of the VA contract Fitch intends to
meet with ABC management within 30 days to fully understand credit
related issues stemming from the contract loss including
profitability, ABC's cost structure, working capital impact and
effect on future contracting practices. Importantly, the loss of
such a large contract plus less inventory speculation buying has
significant working capital implications which need to be
considered when assessing ABC's future credit profile.

For fiscal year 2003 (ended Sept. 30, 2003) ABC's coverage
(EBITDA/interest incurred) was 6.7 times, leverage (total
debt/EBITDA) was 2.0x. Free cash flow (cash from operations less
capital expenditures and dividends) was $254 million in 2003.
ABC's liquidity position includes approximately $1.7 billion
availability through various liquidity sources.


ANCHOR GLASS: Completes Upgrade Program in Salem, NJ Facility
-------------------------------------------------------------
Anchor Glass Container Corporation (Nasdaq:AGCC) completed two
furnace rebuilds at its facility in Salem, New Jersey.

"We are proud of the work done by our people in Salem," said
Richard M. Deneau, president and chief executive officer. "They
completed two major furnace rebuilds over the holiday period, on
time and on budget."

The Salem plant operates three furnaces and six forming machines.
Approximately 310 people are employed at the plant, which
manufactures flint glass containers for the beverage industry.

Anchor Glass Container Corporation (S&P, B+ Corporate Credit
Rating, Stable Outlook) is the third largest manufacturer of glass
containers in the United States. It has nine strategically located
facilities where it produces a diverse line of flint (clear),
amber, green and other colored glass containers for the beer,
beverage, food, liquor and flavored alcoholic beverage markets.


APARTMENT INVESTMENT: Forms Joint Venture with GE Real Estate
-------------------------------------------------------------
Apartment Investment and Management Company (NYSE: AIV) formed a
joint venture (the "JV") with GE Real Estate.  

At closing on December 30, 2003, Aimco transferred to the JV
interests in 33 of its apartment properties with a total of 9,534
units and GE Real Estate contributed cash.

The 33 properties have a gross value estimated at approximately
$346 million and currently have $204 million in mortgage debt that
was assumed by the JV.  GE Real Estate received a 75% non-managing
member interest in the JV, and Aimco received a 25% managing
member interest in the JV.  Aimco will continue to manage the
properties and will receive a promoted interest if leveraged
returns to GE Real Estate exceed 11%.  As a result of its control
over day-to-day operations, Aimco will continue to consolidate in
its financial statements the properties contributed to the JV.  
Aimco will not recognize any GAAP gain or loss as a result of this
transaction.

Aimco received approximately $107 million in cash proceeds at
closing, before transaction costs and funding of reserves.  Aimco
intends to use the net proceeds to redeem preferred stock, to fund
acquisitions of limited partnership interests, and for general
corporate purposes.  The annualized effect of the transaction on
Aimco's Adjusted Funds from Operations and Funds from Operations
is expected to be $0.00 per share and a reduction of $0.02 per
share, respectively, assuming 75% of the proceeds isused to redeem
preferred stock and 25% is used to fund acquisitions of limited
partnership interests.  Based on the expected timing of the
preferred stock redemption, Aimco anticipates that there will be
an incremental reduction in AFFO and FFO of $0.01 per share in the
first quarter 2004.

"We are pleased to expand our relationship with GE Real Estate
through the formation of this joint venture," said Paul McAuliffe,
Aimco's chief financial officer.  "This transaction allows Aimco
to raise equity capital at a competitive cost compared to property
sales and to reduce mortgage and preferred leverage."

The JV is expected to acquire additional apartment properties in
2004, including five properties that have been underwritten and
are expected to close in the first and second quarter of 2004,
bringing the total to 38 properties.  GE Real Estate plans to
invest up to $300 million of equity in the JV for investment in
apartment properties, including the investment made to date,
subject to its underwriting approval.

"This JV brings together two organizations with significant
complementary resources," said Rick Hurd, managing director,
Institutional Equity Group at GE Real Estate.  "GE Real Estate
will provide a reliable source of capital while Aimco offers
valuable experience in real estate operations to help maximize the
value of these properties.  We are pleased to partner with Aimco,
and we look forward to adding properties to the joint venture over
the coming months," he said.

The 38 properties, which include 10,794 apartments units, are part
of Aimco's core portfolio and are located as follows:

                             Number of          Number of
                             Properties           Units
                             ----------         ---------
           Houston                14              3,101
           Dallas                  3                920
           Nashville               1                300
           Chicago                 3                785
           Cincinnati              3                666
           Grand Rapids            1              1,710
           Tampa                   6              1,591
           San Antonio             1                224
           Washington D.C.         1                360
           Virginia Beach          2                746
           Southern California     3                391
                                  --             ------
                         Total:   38             10,794

Aimco (Fitch, BB+ Preferred Share Rating, Negative) is a real
estate investment trust headquartered in Denver, Colorado owning
and operating a geographically diversified portfolio of apartment
communities through 19 regional operating centers.  Aimco, through
its subsidiaries, operates approximately 1,685 properties,
including approximately 300,000 apartment units, and serves
approximately one million residents each year.  Aimco's properties
are located in 47 states, the District of Columbia
and Puerto Rico.  Aimco common shares are included in the S&P 500.

GE Real Estate -- http://www.gerealestate.com/-- a business unit  
of GE Commercial Finance, is one of the world's leading resources
for commercial real estate capital.  Headquartered in Stamford,
Connecticut, GE Real Estate has assets of nearly $28 billion and
more than 30 offices throughout North America, Europe and Asia.  
GE Commercial Finance, with approximately $200 billion in assets,
provides a broad range of financing products and services to
businesses of all sizes throughout the world.  GE is an AAA-rated,
diversified services, technology and manufacturing company, with
operations worldwide.


ART FOUR HICKORY: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Art Four Hickory Corporation  
        1750 Wittington Place  
        Dallas, Texas 75234

Bankruptcy Case No.: 04-30104

Chapter 11 Petition Date: January 3, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: M. Bruce Peele, Esq.
                  1504 Westlake, Suite 101
                  Plano, TX 75075
                  Tel: 972-516-9884

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 14 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Carrollton Farmers Branch                               $380,766
ISD

Dallas County                                           $219,615

Valwood Improvement                                      $70,086

NE Construction               Trade Debt                 $36,030

Simplex Grinnell LP           Trade Debt                 $11,994

The Brickman Group, Ltd       Trade Debt                  $6,610

TGS Architects, Inc.          Trade Debt                  $2,741

Regis Property Management     Trade Debt                  $2,235

International Building        Trade Debt                  $1,744
Service

Custom Specialties, Inc.      Trade Debt                    $645

Lighting Supply, Inc.         Trade Debt                    $504

AmAlloy, Inc.                 Trade Debt                    $128

Fast Signs                    Trade Debt                    $119

Orkin Exterminating Co.       Trade Debt                     $65


AURORA FOODS: Asking for Injunction against Utility Companies
-------------------------------------------------------------
Aurora Foods and its affiliated debtors use electricity, gas,
water, telephone, telecommunications, and other utility services
essential to their operations.  The Debtors' corporate and
administrative facilities are dependent on electricity for
lighting and general office use.  Moreover, telephone service is
necessary to permit the Debtors to conduct sales and marketing
functions and to communicate among the manufacturing plants'
offices and facilities, and with customers and vendors.  Continued
water service is necessary to process the Company's finished
products and to maintain sanitary lavatory facilities for
employees.  Maintenance of gas service is essential to provide
power to the Debtors' equipment.  

Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
points out that any interruption of these services would severely
disrupt the Debtors' day-to-day operations and diminish the
likelihood of a successful reorganization.

In view of their Chapter 11 filing, the Debtors acknowledge that
the utility companies will be asking for adequate assurance of
future payments in exchange for their uninterrupted services.  To
this end, the Debtors ask the Court to:

   (a) prohibit the Utility Companies from altering, refusing,
       or discontinuing services on account of unpaid prepetition
       invoices or prepetition claims;

   (b) deem the Utility Companies to have adequate assurance
       of future payment, but establish a procedure for Utility
       Companies to request that the Debtors provide additional
       adequate assurance of future payment;

   (c) authorize, but not direct, the Debtors to pay prepetition
       amounts owing to a Utility, and provide that if a Utility
       Company accepts the payment, the Utility Company will be
       deemed to be adequately assured of future payment and to
       have waived any right to seek additional adequate
       assurances in the form of a deposit or otherwise;

   (d) provide that if a Utility Company timely and properly
       requests from the Debtors additional adequate assurance
       that the Debtors believe is unreasonable, and the Debtors
       are unable to resolve the request consensually with the
       Utility Company, then on the request of the Utility
       Company, the Debtors will file a motion for determination
       of adequate assurance of payment and obtain a hearing
       thereon;

   (e) provide that any Utility Company having made a request
       for additional adequate assurance of payment, will be
       deemed to have adequate assurance of payment until the
       Court enters a final order in connection with the request,
       finding that the Utility Company is not adequately assured
       of future payment; and

   (f) provide that any Utility Company that does not timely,
       and in writing, request additional adequate assurance of
       payment, will be deemed to be adequately assured of
       payment under Section 366(b) of the Bankruptcy Code.

The Debtors further ask Judge Walrath to require Utility
Companies to include with any request for additional adequate
assurance of payment:

   (1) the account number of each account for which the Utility
       Company is seeking additional adequate assurance;

   (2) the outstanding balance of each account for which the
       Utility is seeking additional adequate assurance; and

   (3) a summary of the Debtors' payment history.

Mr. Davis asserts that, as of the Petition Date, the Debtors had
no significant defaults or arrearages with respect to any utility
bill, nor have there been any defaults historically.   
Substantially all of the Debtors' utility bills are current, with
the possible exception of those bills received shortly before the
Petition Date.  

Mr. Davis contends that the administrative expense priority
provided under Sections 503(b) and 507(a)(1) of the Bankruptcy
Code, the Debtors' past payment history and the Debtors'
financial condition adequately assure payment to the Utility
Companies without the need for deposits or other security.  The
Debtors have, or will continue to have, sufficient funds from
operations to make timely payments to all Utility Companies for
postpetition services.  As a further commitment to the Utility
Companies of prompt payment for services, the Debtors seek the
Court's authority pay all undisputed prepetition amounts owed to
the Utility Companies, if any are owed, in lieu of making
deposits.  The Debtors also ask Judge Walrath to deem:

   -- that any Utility Company accepting the payment on account
      of prepetition claims is adequately assured and has waived
      any right to additional adequate assurance, in the form of
      a deposit or otherwise; and

   -- that any Utility Company that does not timely request     
      additional adequate assurance has adequate assurance under
      Section 366.

The Utility Companies will be given time to make their requests
for adequate assurance to the Debtors.  Requests must be served
both on the Debtors and on their counsel.

                          *     *     *

The Court will convene a hearing on the Debtors' request on
January 9, 2004 at 11:00 a.m.  In a Bridge Order, Judge Walrath
extends the deadline for the Debtors to provide Utility Companies
adequate assurance until the conclusion of that hearing.

Section 366(b) of the Bankruptcy Code provides that utilities may
alter, refuse or discontinue service if a debtor fails to provide
adequate assurance of payment for service within 20 days after
the Petition Date.

Judge Walrath prohibits the Debtors' service providers from
altering, refusing, or discontinuing services, and requiring
adequate assurance of payment as a condition of receiving
services during the Extension, on the condition that:

   (1) the Extension is without prejudice to the right of any
       Utility Company to request that the Extension be
       shortened; and

   (2) the Debtors will maintain the burden of proving that the
       Utility Companies are adequately assured of payment.
       (Aurora Foods Bankruptcy News, Issue No. 3; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)   


BETHLEHEM STEEL: Dissolved After Liquidation Plan Takes Effect
--------------------------------------------------------------
Bethlehem Steel Corporation announced that its Plan of
Liquidation, which was confirmed by the United States Bankruptcy
Court for the Southern District of New York on October 22, 2003,
became effective on December 31, 2003, and, pursuant to that Plan,
Bethlehem Steel Corporation and its remaining subsidiaries were
dissolved on December 31, 2003.

Additionally, all of the outstanding stock of Bethlehem Steel
Corporation has been cancelled.

                  State of Delaware Compelled
                   to Effectuate Dissolution

On December 11, 2003, the Debtors informed the Delaware
Department of State of their intent to file a Certificate of
Dissolution, in accordance with the Confirmation Order.  The
State, however, refused to give effect to the Certificate -- and
thereby release the Debtors from franchise tax liability for the
year 2004 -- until such time as the Debtors have paid $27,000 of
unsecured, prepetition franchise taxes owing to Delaware.

Under the terms of the Debtors' confirmed Liquidation Plan,
George A. Davis, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that distributions to holders of general unsecured
claims will not be made until after the occurrence of the
effective date of the Plan, and will represent only a fraction of
the total allowed amount of prepetition general unsecured claims.

The Debtors sought and obtained a Court order directing the State
of accept and effectuate the terms of the Certificate on or prior
to December 31, 2003.

Judge Lifland ruled that the Confirmation Order, which provides
that a certificate of dissolution "shall be accepted by each of
the respective state filing offices and recorded in accordance
with applicable state law and shall become effective in
accordance with their terms and the provisions of state law," is
clarified so as not to require the payment of any Prepetition
Franchise Taxes or other amounts as a condition to acceptance and
compliance by any state filing office.


BETHLEHEM STEEL: Asks Court to Fix Adversary Proceeding Protocol
----------------------------------------------------------------
The Bethlehem Steel Debtors, their counsel and counsel for the
Creditors' Committee have worked over the past several months to
determine whether any payments made by the Debtors to third
parties within the 90-day period prior to the Petition Date,
constitute preferential transfers that may be avoided and
recovered by the Debtors.  

To that end, the Debtors have filed over 3,000 adversary
proceedings, seeking recoveries totaling over $400,000,000.  The
Debtors have also sent demand letters seeking recoveries from
additional parties who received preferential payments totaling
less than $1,500.

Pursuant to the Debtors' confirmed Liquidation Plan, there is a
brief period of time between the Confirmation Date and the Plan's
Effective Date, when the Debtors have the exclusive right to
prosecute and resolve the Preference Actions.  On the Effective
Date, however, the Preference Actions will be assigned to a
liquidating trust and a liquidating trustee will thereafter have
the exclusive right to prosecute and resolve the Preference
Actions.  

By this motion, the Debtors ask the Court to establish certain
procedures governing all preference claims and actions asserted
under Sections 547 and 550 of the Bankruptcy Code, whether via
demand letter or lawsuit, including:

   (a) establishing procedures under which the Debtors would be   
       permitted to settle Preference Actions, whether or not an
       adversary proceeding has been commenced, without the
       requirement of noticing all creditors or bringing each of
       the proposed settlements before the Court for approval;

   (b) eliminating the requirement of a scheduling conference
       pursuant;

   (c) modifying time limits with respect to certain service and
       filing requirements;

   (d) as of the Effective Date, substituting the Liquidating
       Trustee of the Liquidating Trust as plaintiff in all of
       the then pending Preference Actions, without the need for
       filing any further documentation; and

   (e) as of the Effective Date, substituting as plaintiff's
       counsel the law firm of Kramer Levin Naftalis & Frankel,
       LLP for the law firm of Weil, Gotshal & Manges LLP, with
       respect to certain cases without the need for filing any
       further documentation.

Certain of the procedures apply to the pre-Effective Date period,
while the rest apply to the post-Effective Date period.  The
proposed procedures are appropriate and will substantially aid in
the efficient administration of the Preference Actions for both
the Debtors and the Court, George A. Davis, Esq., at Weil,
Gotshal & Manges, LLP, in New York, says.

Without the proposed procedures, Mr. Davis continues, it will be
extremely difficult for the Debtors to prosecute the Preference
Actions in an efficient and timely manner, and equally difficult
for the Court to administer the Debtors' Chapter 11 matters.  The
procedures will minimize the administrative costs to the estates
and the administrative burden to the Court.

A general order establishing streamlined settlement procedures,
including a limited notice list, for the pre-Effective Date
period will result in substantial financial savings for the
estates because the cost of serving all interested parties with
notice of every settlement will be prohibitive.

Additionally, the streamlined settlement procedures --
particularly eliminating the need to seek Court approval of every
settlement -- will promote settlements because they may
obviate the need for defendants to retain outside counsel during
the settlement process.

Often, not having to expend substantial resources for outside
counsel is a major consideration in a party's willingness to
settle quickly, Mr. Davis remarks.

A modification of the time restrictions applicable to certain
service and filing requirements is likewise necessary for orderly
prosecution of the Preference Actions.  In particular, extending
the time to:

   (a) serve a summons and complaint from 10 to 20 days from the
       date the summons is issued, and, concomitantly, extending
       the time for the defendant to answer from 30 to 40 days
       from the date the summons is issued;

   (b) file a proof of service from three to 30 days; and

   (c) serve the summons and complaint from 120 to 240 days after
       the date the complaint was filed.

While the Debtors intend to make every effort to adhere to the
time requirements in the Federal Rules of Bankruptcy Procedure,
experience in other large bankruptcy cases with many preference
actions teaches that compliance with the time restrictions in
every single adversary proceeding is extremely difficult.  Often,
this is due to circumstances beyond the Debtors' control
including, among other things, the Clerk's Office not being able
to process the summonses as quickly as necessary and the
inability to serve the defendant the first time around because it
has moved and the new address, if any, is difficult to ascertain.

           Prosecution of Preference Actions Procedures

With respect to the prosecution of any Preference Action where an
adversary proceeding has been commenced, the Debtors seek an
order providing that:

A. Either the Debtors, or the Liquidating Trustee, as the case
   may be, may in their sole discretion, extend the time to take
   any action required under the Bankruptcy Rules, including but
   not limited to, the time to move or answer the complaint and
   no order of the Court is required to effectuate the
   extensions;

B. With respect to any summons not already issued, the time
   limits set forth in Bankruptcy Rule 7004(e) with respect to
   service of the complaint will be increased from 10 days to 20
   days from the date of issuance of the summons and the time for
   answering the complaint will be increased from 30 days to 40
   days from the date of issuance of the summons;

C. The time to file proof of service of the summons and complaint
   in any Preference Action under Local Bankruptcy Rule 9078-1    
   will be extended from three days to 30 days from the date of
   service;

D. The time limit set forth in Rule 4(m) of the Federal Rules of
   Civil Procedure, made applicable by Bankruptcy Rule 7004(a),
   to effectuate service of the summons and complaint in any
   Preference Action, is extended from 120 days to 240 days
   from the date the complaint was filed;

E. Mandatory meeting before scheduling conference/discovery plan,  
   is not applicable in any Preference Action; and

F. No motion may be made without the Court's prior approval,
   which may be sought, on notice, via telephone conference with
   the Court.

                      Settlement Procedures

Specifically with respect to the settlement of any Preference
Action, the Debtors ask the Court to declare that:

A. Through the Effective Date, with respect to the settlement of
   any Preference Action where the amount demanded is less than
   $10,000, the Debtors will be authorized to consummate the
   proposed settlement without Court order or giving notice to,
   or receiving consent from, any other party.

B. Through the Effective Date, with respect to the settlement of
   any Preference Action where the amount demanded is greater
   than $10,000 but less than $1,500,000, the Debtors will
   provide 10 days' notice of any proposed settlement by
   overnight mail, fax, or e-mail solely to the Official
   Committee of Unsecured Creditors and the Office of the United
   States Trustee.  If no written objection is received from the
   Committee or the U.S. Trustee within the 10-day period,
   the Debtors will be authorized to consummate the proposed
   settlement without Court order or consent of any other party.  
   In the event the Committee or the U.S. Trustee serves
   a written objection within the requisite time, the Debtors may
   ask the Court to approve the settlement pursuant to Bankruptcy
   Rule 9019 upon limited notice to the Committee, the U.S.
   Trustee and the defendant in that particular Preference
   Action.

Given the sheer volume of the Preference Actions, allowing the
Debtors and, after the Effective Date, the Liquidating Trustee,
to set discovery schedules and to extend deadlines where
necessary without Court order, will provide them with needed
flexibility to properly manage the adversary proceedings, Mr.
Davis asserts.  The Court will also be protected from being
swamped with, and having to review and sign, scheduling orders
and stipulations, in literally thousands of adversary
proceedings.

It is equally imperative that the time limitations for service of
the summons and complaint -- 10 days from the date the summons is
issued and 120 days from the date the complaint is filed -- be
modified with respect to those cases where summons have not
already been issued.  The first Preference Actions were filed on
September 22, 2003, which means that the 120-day period, with
respect to those complaints, expires on January 20, 2004.

The Debtors believe that a general order governing settlement
procedures is imperative.  Without the order, the Court's docket
could be clogged with hearings on Bankruptcy Rule 9019 motions
and the Debtors will incur unnecessary expenses in serving the
motion papers on all creditors.  Additionally, by allowing the
Debtors to settle certain smaller Preference Actions without the
need to notify any parties, the Debtors' counsel may devote their
resources to resolving the next case, rather than tending to the
administration of those cases that have already been settled.

As the two-year limitation period for commencing avoidance
actions expired on or about October 20, 2003, failure to comply
with the 120-day service period might mean that any re-filed
action could be dismissed as untimely.  Were the Court to find
that good cause has not been shown, the Debtors submit that the
Court should exercise its discretion to grant the requested
enlargements of time. (Bethlehem Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CARILION HEALTH: Fitch Withdraws Bq Insurer Fin'l Strength Rating
-----------------------------------------------------------------
Fitch Ratings has withdrawn its 'Bq' quantitative insurer
financial strength rating on Carilion Health Plan, Inc. of
Virginia. Effective 12/31/2003 Carilion Health Plan has stopped
writing business due to a decision from parent company, Carilion
Health Systems.

Fitch's quantitative insurer financial strength ratings (Q-IFS
ratings) are generated solely based on quantitative analysis of
publicly available financial statement data filed by the HMO on a
quarterly basis with its state regulator. Although the model's
general assumptions are reviewed by Fitch's rating committee, the
Q-IFS ratings generated by the model on individual HMOs are not
reviewed by the rating committee.

                        Rating Withdrawn

                    Carilion Health Plan, Inc.

        -- Quantitative insurer financial strength - 'Bq'


CENTRAL WAYNE: Has Until Feb. 2 to File Schedules & Statements
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland granted
Central Wayne Energy Recovery Limited Partnership an extension of
time to file its schedules of assets and liabilities, statements
of financial affairs and lists of executory contracts and
unexpired leases required under 11 U.S.C. Sec. 521(1).  The Debtor
have until February 2, 2004 to file these required documents.

Headquartered in Baltimore, Maryland, Central Wayne Energy
Recovery LP owns a waste-to-energy system facility that converts
the heat energy generated by incinerating waste to electricity, is
a proven, environmentally sound technology that is helping to
ensure the preservation of land and other natural resources.  The
Company filed for chapter 11 protection on December 29, 2003
(Bankr. Md. Case No. 03-82780).  Maria Chavez Ruark, Esq., at
Piper Rudnick LLP represents the Debtor in their restructuring
efforts.  When the Company filed for chapter 11 protection, it
listed estimated assets of over $10 million and debts of over $100
million.


COMMONWEALTH ELECTRIC: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Commonwealth Electric of Minnesota, Inc.
        2850 Anthony Lane South
        Minneapolis, Minnesota 55418

Bankruptcy Case No.: 03-38683

Type of Business: Electrical service provider for commercial
                  and industrial building owners and managers.
                  One of the leading electrical contractors.
                  See http://www.cecomn.com/for more information.

Chapter 11 Petition Date: December 31, 2003

Court: District of Minnesota (Minneapolis)

Judge: Dennis D. O'Brien

Debtor's Counsel: Thomas J. Flynn, Esq.
                  Larkin, Hoffman, Daly & Lindgren, Ltd.
                  1500 Wells Fargo Plaza
                  7900 Xerxes Avenue South
                  Minneapolis, MN 55431
                  Tel: 952-835-3800

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                   Claim Amount
------                                   ------------
Viking Electric Supply                       $697,237
451 Industrial Boulevard
Minneapolis, MN 55413

Towey, Terry                                 $490,000
5131 Wooddale Glen
Edina, MN 55424

Electrical Industry                          $347,864
Fringe Benefit 110
1330 Conway Street, #130
St. Paul, MN 55106

Border States Electric SU                    $172,440

Sap Building, LLC                            $145,865

Mpls. Electrical                             $145,398

Modern Heating and Air                       $140,580

A.I. Credit                                  $117,895

Werner Electric Supply Co.                   $113,078

Industrial Equities LLP                       $92,158

Thompson Electric Company                     $83,699

Graybar Electric Co., Inc.                    $75,589

Siegel Brill Greupner                         $65,201

LBP Mechanical, Inc.                          $61,002

Frederickson & Byron, PA                      $57,714

United Electric Co.                           $50,089

Lindquist, Dale                               $50,000

Nelson, Jim                                   $46,161

Power/Mation                                  $41,698

RSM McGladrey, Inc.                           $32,480


CONGOLEUM CORP: Wants More Time to File Schedules & Statements
--------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to extend the time
period within which they must file their schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).  

The Debtors report that their efforts have been focused on
negotiating their pending prepackaged Plan of Reorganization and
soliciting votes supporting that Plan.  Given the time necessary
to accomplish the solicitation of the Plan and the size and
complexity of their businesses, the Debtors have not had the
opportunity to gather all of the information necessary to prepare
their Schedules and Statements.

The Debtors believe that an extension until March 1, 2004, will
likely provide sufficient time to prepare and file the Schedules
and Statements.

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient  
sheet and tile floor covering products with a wide variety of
product features, designs and colors. The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524). Domenic Pacitti, Esq., at Saul Ewing, LLP represent the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.


CONTINENTAL AIRLINES: December 2003 Traffic Climbs by 7.6%
----------------------------------------------------------
Continental Airlines (NYSE: CAL) reported a record December
systemwide mainline load factor of 77.0 percent, 3.1 points above
last year's December load factor.  

In addition, the airline had a record December domestic mainline
load factor of 76.2 percent, 0.8 points above December 2002, and a
record international mainline load factor of 78.1 percent, 6.7
points above December 2002.

During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 76.8 percent and a
systemwide mainline completion factor of 99.1 percent.

In December 2003, Continental flew 5.2 billion mainline revenue
passenger miles (RPMs) and 6.7 billion mainline available seat
miles (ASMs) systemwide, resulting in a traffic increase of 7.6
percent and a capacity increase of 3.3 percent as compared to
December 2002.  Domestic mainline traffic was 3.2 billion RPMs in
December 2003, up 3.9 percent from December 2002, and domestic
mainline capacity was 4.2 billion ASMs, up 2.7 percent from
December 2002.

Systemwide December 2003 passenger revenue per available seat mile
(RASM) is estimated to have increased between 0.5 and 1.5 percent
compared to December 2002.  For November 2003, systemwide RASM
increased 5.5 percent as compared to November 2002.  If the Sunday
immediately following Thanksgiving had occurred in December this
year as it did last year, November 2003 systemwide RASM would have
increased only about 3 percent year-over-year while December 2003
systemwide RASM would have increased between 3.0 percent and 4.0
percent year-over-year.

Continental's regional operations (Continental Express) set a
record December load factor of 70.6 percent, 3.1 points above last
year's December load factor.  Regional RPMs were 555.1 million and
regional ASMs were 786.0 million in December 2003, resulting in a
traffic increase of 46.3 percent and a capacity increase of 39.9
percent versus December 2002.

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


COVAD COMMS: Confirms Fourth Quarter 2003 Financial Guidance
------------------------------------------------------------
Covad Communications (OTCBB:COVD) ended 2003 with over 517,000
subscriber lines in service, representing 36 percent growth since
December 31, 2002.

Covad expects to meet or exceed the financial guidance provided
for the fourth quarter of 2003, including:

-- Broadband subscription billings in the range of $84-88 million;

-- Revenue in the range of $101-105 million;

-- Earnings before interest, taxes, depreciation and amortization
   (EBITDA) in the range of negative $2 million to positive $2
   million;

-- Net loss in the range of $18-23 million; and

-- Net cash usage in range of $20-25 million.

Net line count additions for the fourth quarter of 2003 were
26,000. Line-splitting, which Covad launched in the second half of
2003, made a quick contribution to growth by providing 29% of
Covad's Q4 2003 net adds. Line-split lines are shared with a
competitive voice service provider with Covad providing the DSL
service. The company's ability to meet its fourth quarter of 2003
line count guidance was greatly affected by reduced pricing in the
marketplace that resulted in lower than expected orders for stand-
alone data services using line sharing, and higher churn rates.

"While we expect to meet all financial guidance for the fourth
quarter of 2003, we had lower than expected line count growth in
both our wholesale and direct business units due to aggressive
pricing strategies in the industry," said Charles Hoffman, Covad
president and chief executive officer. "We are actively engaged
with our competitive voice carrier partners to provide a voice and
data bundled service that we believe should result in less price
sensitivity and churn. In addition, we are working with our
partners to reduce customer disconnects in the first 60 days of
service and we have already begun to see the benefit of this
program."

Hoffman added, "It is important to note that we continue to run
our business with the financial discipline necessary to achieve
our goal of EBITDA profitability."

Covad plans to announce 2003 year-end results in late February of
2004.

Covad is a leading national broadband service provider of high-
speed Internet and network access utilizing Digital Subscriber
Line (DSL) technology. It offers DSL, T1, managed security,
hosting, IP, dial-up services and bundled voice and data services
directly through Covad's network and through Internet Service
Providers, value-added resellers, telecommunications carriers and
affinity groups to small and medium-sized businesses and home
users. Covad operates the largest national DSL network with
services currently available in 96 of the top Metropolitan
Statistical Areas (MSAs). Covad's network currently covers more
than 45 million homes and business and reaches approximately 45
percent of all U.S. homes and businesses. Corporate headquarters
is located at 110 Rio Robles San Jose, CA 95134. For more
information, visit the Company's Web Site at http://www.covad.com/  

                         *    *    *

Since inception, Covad Communications Group, Inc. has generated
significant net and operating losses and continues to experience
negative operating cash flow. As of September 30, 2003, the
Company had an accumulated deficit of $1.6 billion, and expects
operating losses and negative cash flow to continue at least into
2004.  Shareholder equity on the company's $350 million balance
sheet has narrowed to $4 million.  Although the Company claims to
currently have a plan in place that it believes will ultimately
allow it to achieve positive cash flows from its operating
activities without raising additional capital, its cash reserves
are limited and  its plan is based on assumptions, which the
Company believes are reasonable, but some of which are out of
Company control. If actual events differ from the Company's
assumptions, Covad may need to raise additional capital on terms
that are less favorable than it desires, which may have a material
adverse effect on its financial condition and could cause
significant dilution to its stockholders.

In the past Covad has described its expectation of attaining cash
flow sufficiency from its operating activities in mid-2004.
Subsequent to its announcement of these expectations the FCC
announced the results of its Triennial Review and on August 21,
2003, issued its order. The order may impact Covad's cash flow
from operations and the manner in which the Company progresses
towards cash flow sufficiency. In particular, Covad's ability to
continue to sell stand-alone consumer-grade services to new
customers will likely depend on its ability to negotiate with the
telephone companies fair and reasonable prices for line-shared
services that are substantially lower than the cost of a separate
line. If it cannot reach reasonable terms with the telephone
companies, the Company may be unable to sell stand-alone consumer-
grade services to new customers. In that event, Covad would be
required to, and the Company believes it can, adjust its business
plan so that it can still reach cash flow sufficiency in mid-2004.
However, in this event, its growth could be impaired because of
reduced access to the consumer market.

Nonetheless, adverse business, legal, regulatory or legislative
developments, such as the inability to continue line-sharing, may
require the Company to raise additional financing, raise its
prices or substantially decrease its cost structure. Covad also
recognizes that it may not be able to raise additional capital,
especially under the current capital market conditions. If unable
to acquire additional capital on favorable terms when needed, or
are required to raise it on terms that are less satisfactory than
the Company desires, its financial condition will be adversely
affected.


COVANTA: Court to Consider DHC Disclosure Statement on Jan. 14
--------------------------------------------------------------
At the Covanta Energy Debtors' behest, the U.S. Bankruptcy Court
for the Southern District of New York established January 14, 2004
at 2:00 p.m. as the date and time for the Danielson Holding
Corporation Disclosure Statement Hearing.

                         Backgrounder

Notwithstanding the filing of the Covanta Energy Debtors' First
Amended Joint Plan of Reorganization and the Debtors' First
Amended Joint Plan of Liquidation, and the mailing of solicitation
packages for the purposes of soliciting votes on the Initial
Plans, the Debtors have continued to consider proposals for
alternative plans of reorganization.

The continued consideration of alternative plans was explicitly
contemplated by the Initial Plans and the First Disclosure
Statement.  In large part, the Debtors' ongoing effort in this
regard has been at the request of its creditor constituencies.

The Debtors have spent a significant amount of time engaging in
extensive discussions and negotiations with representatives of
Danielson Holding Corporation and D.E. Shaw Laminar Portfolios,
LLC, regarding a potential alternative transaction, which would
serve as the basis for alternative plans of reorganization and
liquidation.  As a result of the discussions and negotiations,
Covanta and DHC have entered into an Investment and Purchase
Agreement, dated December 2, 2003.

The Debtors and DHC are currently working on the preparation of a
new plan of reorganization and a revised plan of liquidation that
would be premised on the implementation of the Purchase Agreement.  
In contrast to the ESOP structure contemplated under the First
Amended Reorganization Plan, the Purchase Agreement provides for
an equity investment by DHC and a concomitant deleveraging of the
Reorganized Debtors.  The Debtors anticipate that they will file:

   (a) the DHC Proposed Plans;

   (b) a new disclosure statement with respect to the DHC
       Proposed Plans; and

   (c) a new short-form disclosure statement with respect to the
       DHC Proposed Plans.

The Debtors believe that the DHC Proposed Plans, if filed, would
contain sufficient material modifications to the prior Initial
Plans to require, pursuant to Section 1127 of the Bankruptcy Code
and Rule 3019 of the Federal Rules of Bankruptcy Procedure, a
hearing to consider approval of the DHC Disclosure Statement as
well as subsequent solicitation of votes with respect to the DHC
Proposed Plans. (Covanta Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


DALECO RESOURCE: Tri-Coastal Unit Restructures Outstanding Debt
---------------------------------------------------------------
Dov Amir, Chairman of Daleco Resources Corporation (OTC:DLOV)
reported that its wholly owned subsidiary, Tri-Coastal Energy, LP
has completed the refinancing and restructuring of its previously
reported outstanding, non-recourse obligations under its Heller
Project Funding through a private capital group.

The specific terms of the transaction were not available for
publication.

He added that, subject to a final accounting review by the
Company's auditors, the transaction would improve the "book value"
of the Company's common stock by $0.20 to $0.25 per share.

Gary Novinskie, Daleco's President, stated that the Company has
been working on the transaction for some time to "clean up" its
balance sheet. He noted that while the obligations associated with
Heller Project Funding which amounted to roughly $6,700,000 in
base principle and accrued interest were non-recourse to the
Company, that fact that they were reported on the Company's
financial filings had a significant psychological impact on how
the financial community viewed stability of the Company. As a
result of the restructuring transaction, the Company will instead
record a residual obligation of $655,000 on its consolidated
books. Mr. Novinskie added that in addition to very the favorable
impact on the Company's financials, the restructuring should allow
Tri-Coastal Energy, LP to be more aggressive in its efforts to
exploit the yet unrealized value of its oil and natural gas
properties

Daleco Resources is an international asset and technology
aggregation and monetization company with operating subsidiaries
active in oil and gas, timber, minerals, environmental remediation
and technology. Tri-Coastal Energy, LP is one of the wholly owned
subsidiaries of Daleco Resources Corporation that are active in
the development and production of oil and natural gas in Texas,
Oklahoma, Alabama, Pennsylvania and West Virginia

                         *    *    *

                 Going Concern Uncertainty

In a recent Form 10-Q filed with the Securities and Exchange
Commission, Daleco Resources reported:

"The [Company's] financial statements have been prepared on the
basis of a going concern, which contemplates that the Company will
be able to realize assets and discharge liabilities in the normal
course of business. Accordingly, they do not give effect to
adjustments that would be necessary should the Company be required
to liquidate its assets. For the quarter ending June 30, 2003, the
Company reported a loss of $488,035. The ability of the Company to
meet its total liabilities of $11,412,116, of which $6,840,961 is
nonrecourse to the Company and to continue as a going concern is
dependent upon the availability of future funding, achieving
profitable timber operations and successful development of its
mineral assets. On July 24, 2002, the Company entered into a
$10,000,000 Equity Line of Credit Agreement with Cornell Capital
Partners, L.P.

"As part of the transaction, the Company issued to CCP a two year
convertible debenture in a face amount of $300,000. The debenture
was convertible into common stock at a price equal to the lesser
of 120% of the final bid price on the Closing Date or 80% of the
average lowest three closing bid prices as reported by Bloomberg
of the Company's common stock for the five trading days
immediately preceding the date of the conversion. As on
January 24, 2003, the entire debenture had been converted into the
common stock of the Company. The equity line provides for the
Company to draw down $75,000 per week over a three-year period. As
of June 30, 2003, the Company had not utilized any portion of the
Equity Line of Credit. In accordance with the provisions of the
Equity Line of Credit, the Company filed a registration statement
on Form SB-2 with the Securities and Exchange Commission, which
became effect on November 7, 2002.

"The Company will continue to seek and evaluate 'project specific'
funding commitments and other capital funding alternatives if and
as they become available.

"As of June 30, 2003, the Company and certain of it subsidiaries
were in default of certain debt obligations. The holders of these
instruments are working with the Company to achieve the ultimate
extinguishment of the obligations."


DII INDUSTRIES: Gets Nod to Pay Prepetition Employee Obligations
----------------------------------------------------------------
The DII Industries Debtors seek the Court's authority to continue:

   (a) paying wage, salary, travel expense reimbursement and
       other compensation in the ordinary course of business
       including the payment of certain prepetition obligations;
       and

   (b) maintaining their benefit programs in the ordinary course
       of business, including the payment of certain prepetition
       obligations.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, in Pittsburgh,
Pennsylvania, explains that any delay in paying the compensation
due to the Debtors' employees will severely disrupt their
relationships with their employees and may irreparably impair
employee morale at a time when the employees' dedication,
confidence, and cooperation are critical to consummate a
successful reorganization.

                 Wages, Salaries and Commissions

Mr. Zanic states that, collectively, the Debtors employ 15,000
full-time active employees and 150 part-time active employees at
their 165 locations in 27 states, as well as various foreign
countries.  Of the full-time active employees, 10,000 are paid
hourly and 5,000 are salaried.

In the ordinary course of business, the Debtors issue payroll
checks to their employees, along with electronic fund and wire
transfers.  The employees are generally paid on a weekly and bi-
weekly basis.  The Debtors' payroll is $75,500,000 per month.  
The Debtors estimate that, as of December 16, 2003, $20,820,000
in accrued prepetition wages, salaries, and overtime earned by
their employees before the Petition Date remains unpaid during
their regular and customary salary and hourly wage payroll
periods.

Mr. Zanic notes that each of the Debtors' employees would have a
priority claim of up to $4,650 with respect to all their accrued
but unpaid prepetition wages or salaries and benefits earned
within 90 days before the Petition Date pursuant to Section
507(a)(3) of the Bankruptcy Code.  Before the Petition Date, the
Debtors paid any identifiable employees with Wage Obligations
over the priority amount.  Consequently, to the extent the
employees were identified, the Debtors are not seeking payment of
wages over the priority amount, but only to pay those employees
who are owed prepetition wages under the priority amount.  Due to
the priority status of the Wage Obligations and the likelihood
that these obligations would be entitled to be paid in any event,
the Debtors find it necessary to pay these prepetition Wage
Obligations.

The Debtors employ the services of 160 temporary employees
engaged and paid through third party employment agencies.  In
preparation for their Reorganization Cases, the Debtors paid the
Agencies for services that were fixed and determinable to the
extent possible.  As of the Petition Date, the Debtors owe the
Agencies $300,000 for the services provided by the temporary
employees before the Petition Date.

The Debtors also employ 650 independent contractors.  The
Independent Contractors provide services that would otherwise be
provided by the Debtors' regular employees, like financial
services, information services, engineering, sales and security.  
The average monthly cost of these Independent Contractors is
$5,100,000.  In preparation for their Reorganization Cases,
before the Petition Date, the Debtors paid the Independent
Contractors for the services that were fixed and determinable to
the extent possible.  As of the Petition Date, Independent
Contractors are owed $2,000,000 for the services rendered before
the Petition Date.

Mr. Zanic says that employing temporary employees and Independent
Contractors is crucial to the Debtors' continuing business
operations.  Payment to the Agencies and Independent Contractors
will allow the Debtors to continue utilizing their services on a
going forward basis.

                       Other Compensation

The Debtors provide certain other compensation to their
employees, including paid vacation, sick and personal days, pay
for time dedicated to jury duty, expense reimbursement and
severance.  The Debtors intend to continue paying these
obligations in the ordinary course of business:

(1) Vacation Pay

    Employees are entitled to sick leave, vacation and holiday
    pay depending on the number of hours worked per year and
    years of employment.  The amount of paid time off per year
    ranges from 112 to 240 hours for full time employees.
    Additionally, there are seven paid holidays provided each
    year.  The Debtors estimate that the amount of sick and
    vacation pay earned but not taken by employees as of the
    Petition Date does not exceed $63,700,000.

(2) Expenses Reimbursement

    Before the Petition Date, and in the ordinary course of
    business, the Debtors reimbursed employees for certain
    expenses incurred in the scope of their employment.  These
    prepetition expenses relate to business travel, business
    meals, relocation allowances, telephone costs, car expenses,
    mileage reimbursement and other miscellaneous business
    expenses.  All these expenses were incurred on the Debtors'
    behalf and with the understanding that these would be
    reimbursed.  On average each week, the Debtors owe $750,000
    to 650 employees for Reimbursable Expenses.  The Debtors find
    it difficult to estimate the amount of Reimbursable Expenses
    outstanding as of the Petition Date because, not all
    employees have submitted expense reports.  However, as of the
    Petition Date, the Debtors estimate that they have incurred
    Reimbursable Expenses in an amount not materially different
    from the weekly average.

(3) Jury Duty and Other Miscellaneous Benefits

    The Debtors also provide other miscellaneous benefits to
    their employees, including jury duty payment, funeral leave,
    adoption assistance, out-placement benefits, employee
    assistance program, educational assistance, credit union,
    health or fitness, day care and relocation pay.  The
    aggregate annual cost of these benefits is de minimis -- less
    than $100,000.

(4) Incentive Programs

    The Debtors provide annual bonus and award opportunities
    for certain eligible employees.  Awards are determined on a
    fiscal year basis and are paid annually.  The Debtors
    estimate that the amount of unpaid bonuses earned by eligible
    employees under the Incentive Programs is $2,510,000.

(5) Severance

    The Debtors provide severance benefits to all covered full
    time employees working on a U.S. payroll who are
    involuntarily terminated from employment in connection with
    a reduction in force or for the Debtors' convenience.
    The severance benefit is equal to one week of base pay for
    each full year of service up to a maximum of eight weeks pay
    for "exempt pay" employees and four weeks for "non-exempt
    pay" employees.  These are not considered "Covered Employees"
    under the policy:

    -- employees assigned to construction, fabrication, or
       maintenance projects;

    -- employees classified as temporary, craft or inactive; or

    -- employees covered by a collective bargaining agreement.

    Annually, the Debtors are liable for $3,200,000 in severance
    and redundancy pay.  As of the Petition Date, the Debtors are
    unaware of any significant severance obligations.

                         Benefit Programs

The Debtors implement various plans and policies to provide their
employees with medical, dental, prescription drug, disability,
life insurance, accidental death and dismemberment insurance,
vision insurance, retirement savings, pension, stock and other
similar benefits:

(1) Medical Benefits

    The Debtors provide primary health coverage for all covered
    employees and their eligible dependents, including coverage
    for medical, dental, prescription drug and mental health
    expenses.  This coverage is self-insured.  The Debtors' self-
    insured plans are administered by Hewitt Associates, with
    Blue Cross Blue Shield and United Healthcare as the primary
    medical claim vendors.  Presently, 11,000 employees and their
    eligible dependents are covered through the Debtors' self-
    insured plans.  The Debtors' liability under the self-insured
    plans as of the Petition Date is $8,750,000.

(2) Insurance

    The Debtors provide and make available certain life insurance
    and disability insurance to their employees:

    * Life Insurance

      The Debtors provide employer-paid basic life insurance to
      all covered employees equal to $50,000 or the amount of the
      individual employee's annual salary, whichever is less.
      The aggregate annual cost of the life insurance in 2002 was
      $1,200,000.  The Debtors also offer optional life insurance
      and accidental death and dismemberment insurance for their
      employees, including spouses and dependents.  Employees pay
      the full cost of the optional insurance.

    * Disability

      The Debtors provide various long-term and short-term
      disability benefits to their employees.  Short-term
      benefits range between 60% and 100% of an employee's base
      pay, depending on the length of service, for a maximum
      benefit of 26 weeks.  Long-term benefits range from 50% to
      60% of base pay and may extend to age 65.  The aggregate
      annual employer costs of the short-term benefits average
      $3,800,000 and the long-term benefits average $700,000.

(3) Savings Plans

    The Debtors maintain several qualified defined contribution
    savings plans that meet the requirements of Section 401(a)
    and 401(k) of the Internal Revenue Code.  Employees may elect
    to make before-tax contributions to the Savings Plans through
    payroll deductions, which are paid to a trust on a periodic
    basis.  The Debtors also make contributions to the plans.

    The two primary Savings Plans are the KBR Retirement and
    Savings Plan, and the Brown & Root Employees' Retirement and
    Savings Plan.  In 2003, the KBR Plan provided for matching
    employer contributions in the amount of 100% of the first 4%
    of employee contributions.  For 2004, the KBR Plan provides
    for matching employer contributions in the amount of 100% of
    the first 3% of compensation, and 50% of the next 3% of
    compensation, for a maximum employer contribution of 4.5% of
    eligible employee compensation.

    In 2003, the Brown & Root Plan has a maximum matching
    employer contribution of $250.  For 2004, the matching
    formula becomes 50% of the first 4% of employee deferrals,
    for a maximum match of 2% of employee compensation.  Employee
    deferrals and employer matching contributions are funded
    weekly.

(4) Retirement Plans

    The Debtors maintain several retirement plans that include
    qualified defined benefit plans under the Internal Revenue
    Code, as well as certain non-qualified plans.  The Debtors
    are responsible for making minimum funding contributions to
    the Retirement Plans, based on annual actuarial calculations.

    * KBR Retirement and Savings Plan

      The plan covers the Debtors' engineering, technical and
      administrative employees and matches employee deferrals up
      to 4% of eligible compensation.  The Debtors expect their
      plan obligation to be $700,000 as of the Petition Date.

    * Brown & Root Employees Retirement and Savings Plan

      The plan covers the Debtors' hourly workers who are
      located on each particular project site and matches
      employee deferrals up to a maximum of $250.  The Debtors
      expect their plan obligation to be $2,000 as of the
      Petition Date.

    * Brown & Root Hourly Employees' Pension Plan

      The plan applies to government service employees covered
      under the Service Contract Act.  The Debtors are unable to
      estimate the potential plan obligation as of the Petition
      Date since employer contributions are based on a formula
      determined in specific government contracts.  However,
      contributions in 2002 were $350,000.

    The Debtors maintain several other non-qualified plans for
    pension and retirement purposes, including the Halliburton
    Elective Deferral Plan, the Senior Executive Deferred
    Compensation Plan, the MW Kellogg Long Term Performance Plan,
    the B&R Deferred Compensation Plan and the B&R Officers
    Supplemental Retirement Plan.

(5) Employee Stock Purchase Plans

    The Debtors participate in an employee stock purchase plan,
    which is qualified under Section 401(a) of the Internal
    Revenue Code.  The Debtors also participate in a restricted
    stock ownership plan, a non-qualified stock ownership plan.

(6) Flexible Spending Program

    The Debtors maintain a "flexible spending program" that
    allows employees to make pre-tax premium payments to medical
    coverage, heath and dependant care accounts.  Employee
    contributions to the flexible spending plan are made through
    payroll deductions.  Funds are reimbursed to employees as
    receipts for health and dependant care expenses.
    Reimbursement to a given employee cannot exceed payroll
    deductions at any given point in time.  The Debtors expect
    their obligation with respect to the flex accounts to be
    $600,000 as of the Petition Date.

(7) Workers' Compensation Programs

    The Debtors provide certain workers' compensation programs
    for payment of workers' compensation benefits.  Pursuant to
    state laws, the Debtors must maintain Workers' Compensation
    Programs in the ordinary course of business to ensure prompt
    and efficient payment and reimbursement of workers'
    compensation claims to their employees.  The Workers'
    Compensation Programs are utilized to make payments as claims
    arise.

    Certain benefits under the Workers' Compensation Programs
    have been awarded before the Petition Date, but have yet to
    be fully paid.  Certain claims that were filed prepetition
    have yet to be resolved.  For the claims administration
    process to operate in an efficient manner, the Debtors
    believe that the claim assessment, determination and
    adjudication must continue.

(8) Social Security, Income Taxes and Other Withholding

    The Debtors routinely withhold from employee paychecks
    amounts that they are required to transmit to third parties
    for purposes like credit union payments, insurance, union
    dues, savings plans deposits, wage garnishments, court
    ordered deductions, child support payments and other wage and
    salary check-offs and deductions.  Withholdings include
    Social Security, FICA, federal and state income taxes,
    garnishments, health care benefits, union dues, retirement
    fund withholding and charitable donations.  The Debtors
    believe that these withheld funds, to the extent that they
    remain in their possession, constitute amounts held in
    trust and, therefore are not property of their estates.  The
    amount owed for ESPP, payroll and withholding taxes, and
    amounts owed to third parties on the Petition Date totals
    $6,420,000.

                       *     *     *

Judge Fitzgerald authorizes the Debtors to pay all wages,
salaries, and commissions and other employee benefits, including
prepetition amounts due, in the ordinary course of business,
provided, however, that:

   * the Debtors establish a separate escrow account, the
     deposits of which will be invested in short-term investment
     grade securities pursuant to their standard investment
     practices and policies in an amount equal to any payments
     for prepetition amounts made to their employees to the
     extent these payments exceed $4,650 to any one employee.
     The Reserve will be distributed by further Court order; and

   * the Excess Payments are subject to the right of the Court to
     order that the Excess Payments be recovered for the estates'
     benefit.

The Court also authorizes and empowers the Debtors to pay all
amounts due to Agencies for services rendered by temporary
employees and all amounts due to Independent Contractors.  The
Debtors may continue their Benefit Programs.

The Court directs all banks to receive, process, honor and pay
any and all checks drawn on the Debtors' payroll and general
disbursement accounts related to the payment of obligations and
benefits, provided that sufficient funds are on deposit in the
applicable accounts to cover these payments. (DII & KBR Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


DOBSON COMMS: Declares 13% Preferred Share Cash Dividend
--------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) declared a cash
dividend on its outstanding 13% Senior Exchangeable Preferred
Stock. The dividend will be payable on February 1, 2004 to holders
of record at the close of business on January 15, 2004. The CUSIP
for the 13% Senior Exchangeable Preferred Stock is 256 072 50 5.

Holders of shares of 13% Senior Exchangeable Preferred Stock will
receive a cash payment of $33.22 per share held on the record
date. The cash dividend covers the period November 1, 2003 through
January 31, 2004. The dividends have an annual rate of 13% on the
$1,000 per share liquidation preference value of the preferred
stock.

Dobson Communications (S&P, CCC+ Senior Debt and B- Corporate
Credit Rating, Stable Outlook) is a leading provider of wireless
phone services to rural markets in the United States.
Headquartered in Oklahoma City, the Company owns wireless
operations in 16 states, with markets covering a population of
11.1 million. The Company serves 1.6 million customers. For
additional information on the Company and its operations, please
visit its Web site at http://www.dobson.net/


DOBSON: Issues Redemption Notice for Remaining 12-1/4% Sr. Notes
----------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) issued notice of
redemption of the remaining $5.2 million in Dobson/Sygnet 12 1/4%
Senior Notes due 2008 (CUSIP No. 25607PAB4). The redemption date
will be February 5, 2004, and holders will receive $1,061.25 per
note plus accrued interest to and including February 4, 2004.

Dobson Communications (S&P, CCC+ Senior Debt and B- Corporate
Credit Rating, Stable Outlook) is a leading provider of wireless
phone services to rural markets in the United States.
Headquartered in Oklahoma City, the Company owns wireless
operations in 16 states, with markets covering a population of
11.1 million. The Company serves 1.6 million customers. For
additional information on the Company and its operations, please
visit its Web site at http://www.dobson.net/


DOW CORNING: Investing GBP100 Million in Dow Corning Limited
------------------------------------------------------------
Doe Corning Limited is an English limited liability company based
in Barry, Wales, and is a wholly owned subsidiary of Dow Corning
Corporation.  DCL's primary asset is a basic silicone
manufacturing plan located in Barry -- DCC's only basic silicone
plant in Europe.  The Barry Plant employs over 600 people and
provides intermediate products used by other Dow Corning plants
around the world.  

In 1995, Dow Corning announced a major expansion of the Barry
Plant that would more than double its size.  With Bankruptcy Court
approval, DCC provided the financing for that in the form of a
GBP250 million revolving credit facility -- GBP200 million for the
expansion and GBP50 million for working capital.  DCL owes DCC
approximately GBP175 million under the Revolver.  The loan
facility matures by its own terms on Dec. 31, 2005.  DCC receives
GBP750,000 ($1.3 million) monthly interest payments.  

Ordinarily, the U.S. income tax DCC would pay on the interest it
receives would be offset by a corresponding income tax deduction
by DCL in the U.K.  DCL, however, is operating at a loss and
doesn't have any income against which to deduct the interest it
pays to DCC on the Revolver.  As a result, the Revolver is a net
tax burden and net cash loss to DCC.  

To change the drain to a gain, David Ellerbe, Esq., at Neligan
Tarpley Andrews & Foley LLP, in Dallas, Texas, tells the Honorable
Denise Page Hood presiding over Dow Corning's on-going chapter 11
case in the U.S. District Court for the Eastern District of
Michigan, DCC proposes to invest GBP100 million of additional
capital in DCL.  DCL, in turn, will reduce the balance of the
Revolver by GBP100 million.  That will result in a substantial tax
benefit to DCC by reducing DCC's taxable U.S. interest income
while there's no corresponding deduction available U.K. deduction.  

Dow Corning filed for chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512), to resolve silicone
implant-related tort liability.  Judge Spector confirmed Dow
Corning's Plan of Reorganization in the bankruptcy court years
ago.  Judge Hood in the U.S. District Court for the Eastern
District of Michigan now presides over Dow Corning's chapter 11
cases.  Four appeals from the Dow Corning's bankruptcy cases
remain to be resolved in the District Court or by the United
States Court of Appeals for the Sixth Circuit.  Mr. Ellerbe notes
that this investment will have no impact on Dow Corning's ability
to perform its obligations under the confirmed Amended Joint Plan
of Reorganization.  

Dow Corning -- http://www.dowcorning.com-- develops, manufactures  
and markets diverse silicon-based products and services, and
currently offers more than 7,000 products to more than 25,000
customers around the world.  Dow Corning is a global leader in
silicon-based materials with shares equally owned by The Dow
Chemical Company and Corning Inc.   More than half of Dow
Corning's $2.7 billion in annual sales are outside the United
States.        


DT INDUSTRIES: Defaults on Senior Credit Facility
-------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), a designer, manufacturer and
integrator of automation systems and related equipment used to
manufacture, assemble, test or package industrial and consumer
products, failed to make mandatory principal prepayments in the
aggregate amount of approximately $2.7 million due on December 31,
2003 and is therefore in default under its senior credit facility.  

The company is in negotiations on a forbearance agreement with its
senior lenders.

The company also announced that it has entered into an agreement
to sell its Converting Technologies division.  The company expects
the transaction to close by January 16, 2004.  Net proceeds from
the transaction will be used to reduce debt and satisfy the
payment obligations described above.

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on DT Industries Inc. to 'CCC+' from
'B-' and removed them from CreditWatch where they had been placed
on Sept. 11, 2003. The outlook is negative.     


DYNEGY INC: Reaches Pact to End Batesville Tolling Arrangement
--------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) has reached an agreement with Virginia
Electric and Power Company, a subsidiary of Dominion Resources
Inc. (NYSE:D), to terminate a wholesale power tolling contract
totaling approximately 110 megawatts.

Under the terms of the agreement, which became effective on Dec.
29, 2003, Dynegy paid Virginia Power $34 million to end the
arrangement. As a result, Dynegy eliminated approximately $63
million in future capacity payments as well as collateral
obligations of $12.5 million.

The contract, which was entered into in 2000, called for Virginia
Power to buy the electricity produced at a Batesville, Miss.,
power generating station and sell the output to Dynegy through May
2010. Dynegy announced in October 2002 its intent to exit the
third-party marketing and trading business. Consistent with this
goal, Dynegy has since reached agreements to terminate four of
eight tolling arrangements.

Dynegy will record a fourth quarter pre-tax charge of $34 million
(approximately $22 million after-tax) in its customer risk
management segment associated with this termination.

"The termination of the Batesville contract met our goal of
eliminating at least half our tolls prior to the end of 2003,"
said Bruce A. Williamson, president and chief executive officer of
Dynegy Inc. "It adds to the progress Dynegy has made in exiting
tolling arrangements, which represent the most significant portion
of the company's remaining third-party marketing and trading
business. Our commitment is to continue to evaluate the remaining
tolling arrangements on an individual basis, while maintaining our
focus on liquidity and our operating energy businesses."

Dynegy Inc. (S&P, B Corporate Credit Rating, Negative) provides
electricity, natural gas and natural gas liquids to wholesale
customers in the United States and to retail customers in the
state of Illinois.  The company owns and operates a diverse
portfolio of energy assets, including power plants totaling
approximately 13,00 megawatts of net generating capacity, gas
processing plants that process more than 2 billion cubic feet of
natural gas per day and approximately 40,000 miles of electric
transmission and distribution lines.


EAST COUNTY MEDICAL: California Health Care Group Faces Bankruptcy
------------------------------------------------------------------
California's East Contra Costa County's dominant medical group may
be forced into bankruptcy early this year, several of its board
members said, reported ContraCostaTimes.com.

A series of financial setbacks have made the fate of East County
Medical Group, consisting of 200 doctors and 18,700 patients,
highly uncertain. The latest blow came last week, when health
insurer Health Net said it was terminating its contract with the
medical group, taking away 42 percent of East County's business.
One board member estimated East County Medical Group is about $5
million in debt.

Board members said a final decision will be made within the week.
(ABI World, Jan. 5, 2004)


ENRON CORP: Committee Sues Andrews & Kurth to Recoup $5.4 Mil.
--------------------------------------------------------------
From September 4, 2001 through November 30, 2001, Enron
Corporation made, or caused to be made, transfers totaling
$5,438,531 to or for the benefit of Andrews & Kurth LLP.  

The Official Committee of Unsecured Creditors, on behalf of Enron
Corporation, Enron North America Corporation, ECT Resources
Corporation, Enron Energy Services Operations, Inc., Enron
Property and Services Corporation, Enron Engineering &
Construction Co., Enron Construction Management Services Co.,
Enron Industrial Markets LLC and Enron Broadband Services, Inc.,
seeks to recover the Transfers.

Susheel Kirpalani, Esq., at Milbank Tweed Hadley & McCloy LLP, in
New York, relates that the Transfers:

   (a) constitute transfers of interests of the Debtors'
       property;

   (b) were made for the benefit of a creditor;

   (c) were made on account of, antecedent debts owed to Andrews
       prior to the dates on which the Transfers were made; and

   (d) were made when the Debtors were insolvent for purposes of
       Section 547(b) of the Bankruptcy Code; and

   (e) enabled Andrews to receive more than it would have
       received if:

       -- these cases were administered under Chapter 7 of the
          Bankruptcy Code;

       -- the Transfers were not made; and

       -- Andrews had received payment of the Debt to the extent
          provided by the Bankruptcy Code.

Thus, Mr. Kirpalani concludes that the Transfers constitute
avoidable preferential transfers pursuant to Section 547(b).  In
accordance with Section 550(a) of the Bankruptcy Code, the
Creditors' Committee may recover from Andrews, on behalf of the
Debtors, the amount of the Transfers, plus interest.

In the alternative, Mr. Kirpalani asserts that the Transfers may
be avoided and recovered as fraudulent transfers since:

   (a) the Transfers constitute transfers of interests in
       the Debtor' property;

   (b) the Transfers were to or for the benefit of Andrews;

   (c) the Debtors received less than reasonable equivalent
       value in exchange for some or all of the Transfers;

   (d) the Debtors were insolvent, or became insolvent, or had
       unreasonable small capital in relation to its businesses
       or its transactions at the time or as the result of the
       Transfers; and

   (e) the Transfers were made within one year prior to the
       Petition Date.

Furthermore, pursuant to Sections 544 and 550(a)(1) of the
Bankruptcy Code, Sections 270-281 of the New York Debtor and
Creditor Law and other applicable law, Mr. Kirpalani argues that,
in the alternative, the Court should permit the Committee to
avoid and recover the fraudulent transfers because:

   (a) the Debtors received less than fair consideration or less
       than reasonable equivalent value in exchange for some or
       all of the Transfers;

   (b) as a direct and proximate result of the Transfers, the
       Debtors and their creditors suffered losses amounting to
       at least the value of the Transfers; and

   (c) at the time of the Transfers, there were creditors
       holding unsecured claims and insufficient assets to pay
       the Debtors' liabilities in full. (Enron Bankruptcy News,
       Issue No. 92; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)


EXIDE: Solicitation Exclusivity Extension Hearing on January 22
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on January 22, 2004 to consider Exide
Technologies' request to extend the Exclusive Period within which
they may solicit acceptances of a chapter 11 Plan through and
including February 15, 2004.  

By application of Del.Bankr.LR 9006-2, the Debtors' exclusive
solicitation period is automatically extended through the
conclusion of that hearing.

As previously reported, the Bankruptcy Court denied Exide's
lender-supported low-ball valuation-based Plan after strenuous
opposition by unsecured creditors.  The parties are attempting to
negotiate new economic terms for a consensual plan between now and
Jan. 22.  (Exide Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 215/945-7000)

  
FARMLAND INDUSTRIES: Claim Trading Activity Report
--------------------------------------------------
Papers delivered to the U.S. Bankruptcy Court in Kansas City show
purchases of unsecured claims against Farmaland Industries, Inc.,
and its debtor-subsidiaries by:

     Madison Liquidity Investors
     6310 Lamar Ave., Suite 120
     Overland Park, KS 66202
     Attention: Kristy Stark
                Telephone (800) 896-8913

     Debt Acquisition Company of America
     2120 W. Washington Street
     San Diego, CA 92110
     Attention: Traci J. Fette
                Telephone (619) 220-8900

     Revenue Management
     One University Plaza, Suite 518
     Hackensack, NJ 07601
     Attention: Rocco Duardo
                Telephone (201) 968-0001

     Next Factors, Inc.
     72 Van Reipen Ave., Suite 37
     Jersey City, NJ 07306
     Attention: Santa Roman
                Telephone (201) 659-0209

     Fair Harbor Capital, LLC
     875 Avenue of the Americas, Suite 2305
     New York, NY 10001
     Attention: Joseph Grand
                Telephone (212) 967-4035

     KT Trust
     One University Plaza, Suite 518
     Hackensack, NJ 07601
     Attention: Helena De Young
                Telephone (201) 968-0001

     Longacre Master Fund, Ltd.
     810 Seventh Avenue, 22nd Floor
     New York, NY 10019
     Attention: Vladimir Jelisavcic
                Steven S. Weissman
                Telephone (212) 259-4350
                Fax (212) 259-4345
                http://www.longacrellc.com/

     Allenwood Capital, LLC
     1040 Ulmstead Circle
     Arnold, MD 21012
     Attention: Victor Knox
                Telephone (410) 757-8180

     Contrarian Funds, LLC
     Contrarian Capital Trade Claims, LP
     411 West Putnam Avenue, S-225
     Greenwich, CT 06830
     Attention: Alpa Jimenez
                Janice Stanton
                Telephone (203) 862-8200

     Carmine Funding
     c/o Heath Hardcastle, Esq.
     Albright, Rusher & Hardcastle
     15 West 6th Street, Suite 2600
     Tulsa, OK 74119-5434
     Attention: Charles V. Pyle, Jr.
                President
                Telephone (918) 587-2627

     Capital Investors, LLC
     One University Plaza, Suite 518
     Hackensack, NJ 07601
     Attention: Helena De Young
                Telephone (201) 968-0001

     Sierra Liquidity Fund, LLC
     2699 White Road, Suite 255
     Irvine, CA 92614
     Attention: J. Riley
                Telephone (949) 660-1144 ext. 10
                Fax (949) 660-0632
                jriley@sierrafunds.com

     Trade-Debt.Net
     P.O. Box 1487
     West Babylon, NY 11704
     Attention: Timothy McGuire

     ReGen Capital I, Inc.
     P.O. Box 626
     Planetarium Station
     New York, NY 10024-0540
     Attention: Neil H_________

Farmland Industries, Inc., and its debtor-affiliates, filed for
Chapter 11 protection on May 31, 2002. Laurence M. Frazen, Esq.,
Cynthia Dillard Parres, Esq., and Robert M. Thompson, Esq., at
Bryan Cave LLP represent the Debtors in their restructuring
efforts. When the debtors filed for protection from its creditors,
it listed total assets of $2.7 billion and total liabilities of  
$1.9 billion.

On December 16, 2003, the Bankruptcy Court confirmed Farmland's
Second Amended Joint Plan Of Reorganization, As Modified.  The
Company expects to consummate the Plan shortly after the sale of a
refinery and nitrogen fertilizer facility located in Coffeyville,
Kansas, in the first quarter of 2004.  That condition may be
waived with the consent of official Bondholders' and Unsecured
Creditors' Committees.  If Farmland is unable to complete the sale
of the Coffeyville assets and if that condition is not waived, the
Company anticipates that the Plan will nonetheless be consummated
no later than June 13, 2004.  


FEDERAL-MOGUL: PD Committee Hires J.H. Cohn as Financial Advisor
----------------------------------------------------------------
Asbestos PD Committee Co-Chairman, Daniel Speights, informs the
Court that J.H. Cohn LLP possesses experience and knowledge in
the area of providing financial advisory and restructuring
services needed by the Official Committee of Asbestos Property
Damage Claimants of the Federal-Mogul Debtors.  

J.H. Cohn will principally focus its attention and provide
services for the Debtors' reorganization and the treatment of
asbestos property damage claims.  The firm will assist and advise
in:

   (a) understanding and evaluating the Debtors' corporate,
       operational, and financial structure;

   (b) identifying and evaluating the Debtors' assets by legal
       entity;

   (c) monitoring the Debtors' postpetition operating results and
       cash flows;

   (d) evaluating the Debtors' current and projected financial
       operations;

   (e) reviewing historical financial information of the Debtors;

   (f) reviewing the Debtors' proposed transactions and motions;

   (g) reviewing and evaluating claims against the Debtors by
       legal entity;

   (h) establishing an equitable process to quantify and resolve
       asbestos property damage claims;

   (i) preparing dividend analyses; and

   (j) identifying and evaluating strategies to maximize the
       value of the estate, including the proposed plan of   
       reorganization.

J.H. Cohn will also identify and evaluate the Debtors' insurance
policies and ascertain whether coverage applies within the
relevant time period.  Furthermore, J.H. Cohn will render other
bankruptcy and consulting services, attend hearings and meetings,
and other assistance as the PD Committee and its counsel may deem
necessary.

J.H. Cohn will be compensated based on these hourly billing
rates:

                    Senior Partner    $495
                    Partner            425
                    Director           385
                    Senior Manager     330
                    Manager            300
                    Supervisor         275
                    Senior Accountant  230
                    Staff              175
                    Paraprofessional   120

In the normal course of business, the firm revises the hourly
rates every February 1 of each year.  Expenses will be charged at
actual costs incurred and will include charges for travel,
messenger or express mail, copying, telephone, facsimile, etc.

J.H. Cohn has indicated its willingness to act on the PD
Committee's behalf and to be compensated in accordance with the
requirements of the Court, the Bankruptcy Code and Bankruptcy
Rules as to the fee and expense applications of professionals
employed by bankruptcy estates.

Bernard A. Katz, a member at J.H. Cohn, assures the Court that
the firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code, and does not hold or
represent any interest adverse to the Committee's estates.

Accordingly, the PD Committee seeks the Court's authority to
retain J.H. Cohn LLP, as its accountant and financial advisor,
nunc pro tunc to December 3, 2003.  (Federal-Mogul Bankruptcy
News, Issue No. 48; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FMC CORP: Will Publish Fourth Quarter 2003 Results on February 2
----------------------------------------------------------------
FMC Corporation (NYSE: FMC) announced the following schedule and
teleconference information for its fourth quarter 2003 earnings
release:

        -- Earnings Release: February 2, 2004, after close of
                             market via PR Newswire and on the web
                             at http://ir.fmc.com/

        -- Teleconference:   February 3, 2004, at 10:00 a.m.
                             Eastern Standard Time (EST) hosted by
                             Eric Norris, Director Investor
                             Relations. Listen-only mode on the
                             web at http://ir.fmc.com/

        -- Webcast Replay:   Available beginning at 4:00 p.m. on
                             February 3, 2004 on the web at
                             http://ir.fmc.com/

FMC Corporation (S&P, BB+ $300 Million Senior Secured Notes
Rating, Negative) is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and quality
products.  The company employs approximately 5,500 people
throughout the world.  FMC Corporation divides its businesses into
three segments: Agricultural Products, Specialty Chemicals and
Industrial Chemicals.


GATEWAY INC: Lowers Previous Fourth Quarter Earnings Guidance
-------------------------------------------------------------
Gateway, Inc. (NYSE: GTW) said that later this month it expects to
report an operating loss at the low end of its previous EPS
guidance range, and revenue of approximately $880 million,
compared with its previous guidance of $925 million to $975
million.  EPS guidance does not include the impact of previously
announced restructuring and transformation costs, which are
currently estimated to be approximately $42 million to $45
million, compared with the company's original projection of $50
million to $60 million.  These estimates are subject to
finalization of results and year-end audit.

The company said that sales of its new higher margin consumer
electronics products, notably digital televisions and digital
cameras, were strong over the holiday shopping season.  For
example, the company's digital camera unit sales increased more
than 200% in the fourth quarter over the third quarter, largely
resulting from the sales ramp of Gateway-branded digital cameras
throughout the quarter.  In addition, Gateway said its digital
television revenue increased approximately 20% in the fourth
quarter over the third quarter and that it set a company record
for shipping digital TV units in the month of December, more than
doubling the volume of any previous month since entering the
market with its 42-inch plasma television in November 2002.

As a result, Gateway said that it expects its CE revenue as a
percentage of total revenue to increase significantly on a
sequential basis in the fourth quarter and that the company's
total gross margin percentage, including PC margins, will improve
on a sequential basis.  The company also said its selling, general
and administrative (SG&A) cost savings in the quarter exceeded
targets.

The company's positive performance, however, was partially offset
by other factors, primarily: constrained supply for the company's
610 Media Center PC, its FMC-901 Family Room Media Center PC and
HDTV models; and increased competitive PC pricing promotions that
impacted Gateway's ability to drive demand in certain PC segments,
particularly the notebook and low-priced desktop categories.

The company said its sales to professional segments, including
small- and medium-sized businesses, government agencies,
educational institutions and enterprise accounts, were in line
with internal expectations for the fourth quarter.

On the operations front, the fourth quarter of 2003 was the first
period during which Gateway's new product fulfillment model became
fully operational. This new go-to-market model contributed to the
company's achievement of approximately $265 million in annual cost
of goods sold savings in 2003, exceeding its original goal of $200
million.

Gateway reaffirmed that it exited the year with more than $1
billion in cash and marketable securities.

"We're pleased with the progress we're making in driving
improvements in our business each quarter," said Ted Waitt,
Gateway Chairman and CEO.  "Our branded integrator strategy is
working and in 2004, we intend to continue leveraging that
strategy to drive further improvement in our results."

Gateway will provide more detail on its performance in the quarter
when the company releases its fourth quarter and full year results
on January 29.

Since its founding in 1985, Gateway (NYSE: GTW) (S&P, B+ Corporate
Credit Rating, Stable) has been a technology and direct-marketing
pioneer, using its call centers, web site and retail network to
build direct customer relationships. As it transforms itself from
being a leading PC company into a branded integrator of
personalized technology solutions, the company's line of Gateway-
branded products is expanding to include digital TVs, DLP
projectors, tablet PCs and systems and networking products and
services. Gateway is America's second most admired computer
company, according to Fortune magazine, and its products and
services received more than 125 awards and honors last year. For
more information, visit http://www.gateway.com/


GE COMM'L: S&P Assigns Preliminary Ratings to Ser. 2004-C1 Notes
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its preliminary
ratings to GE Commercial Mortgage Corp.'s $1.3 billion commercial
mortgage pass-through certificates series 2004-C1.

The preliminary ratings are based on information as of
Jan. 5, 2004. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, A-3,
B, and C are currently being offered publicly. Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.57x, a beginning loan-to-value
(LTV) of 90.7%, and an ending LTV of 77.5%.

                PRELIMINARY RATINGS ASSIGNED
                GE Commercial Mortgage Corp.
        Commercial mortgage pass-through certs series 2004-C1
   
        Class               Rating               Amount ($)
        A-1                 AAA                112,709,000
        A-2                 AAA                280,168,000
        A-3                 AAA                380,472,000
        B                   AA                  38,724,000
        C                   AA-                 16,136,000
        A-1A                AAA                304,489,000
        D                   A                   30,657,000
        E                   A-                  14,522,000
        F                   BBB+                20,975,000
        G                   BBB                 12,909,000
        H                   BBB-                17,749,000
        J                   BB+                  9,681,000
        K                   BB                   9,681,000
        L                   BB-                  6,454,000
        M                   B+                   8,068,000
        N                   B                    4,840,000
        O                   B-                   3,227,000
        P                   N.R.                19,363,213
        X-1*                AAA              1,290,824,213
        X-2*                AAA              1,237,532,000
   
        *Interest-only class.


GEMSTAR-TV GUIDE: SEC Amends Suit Against Former Executives
-----------------------------------------------------------
Gemstar-TV Guide International, Inc. (NASDAQ: GMST) issued the
following statement regarding the SEC's amended civil complaint
filed Monday in which certain former Company executives are
charged with fraud:

"None of the individuals named in [Mon]day's SEC filing currently
serves Gemstar-TV Guide in any capacity. Following the completion
of a comprehensive management and corporate governance
restructuring in November 2002, an entirely new senior management
team was put into place at Gemstar-TV Guide.

"Since the management restructuring, the Company's current
management has worked closely in cooperation with the SEC in
connection with this investigation. The Company believes that it
has resolved its past accounting issues and has taken significant
steps towards the resolution of associated regulatory issues.
Further, the new management team is implementing revised operating
plans across the Company."

Gemstar-TV Guide International, Inc. (S&P, BB- Corporate Credit
Rating, Stable Outlook), is a leading media and technology company
that develops, licenses, markets and distributes technologies,
products and services targeted at the television guidance and home
entertainment needs of consumers worldwide. The Company's
businesses include: television media and publishing properties;
interactive program guide services and products; and technology
and intellectual property licensing. Additional information about
the Company can be found at http://www.gemstartvguide.com/   


GLOBAL CROSSING: Wants Clearance for Qwest Settlement Agreement
---------------------------------------------------------------
The Global Crossing Debtors are party to a number of agreements
with Qwest Transoceanic Inc., Qwest Communications Corporation,
and certain Qwest affiliates.  Following lengthy negotiations, the
Debtors and Qwest have agreed to restructure their various
contractual relationships by amending and assuming one of the
Agreements, abandoning certain assets to QTI pursuant to Section
554 of the Bankruptcy Code, and terminating the other Agreements.  
To facilitate the restructuring of their relationships, the
Debtors and Qwest entered into a settlement agreement.

During the period between March, 2001 and June, 2001, the Debtors
and Qwest entered into a number of agreements wherein the Debtors
purchased from QTI an indefeasible right of use in certain
telecommunications fibers and related assets.  Pursuant to the
European Agreements, QTI is obligated to provide the Debtors with
telecommunications capacity, dark fiber, and certain specified
telecommunications ducts, all located in Europe.  The aggregate
purchase price of European Assets pursuant to the European
Agreements is $110,000,000.  The Debtors paid the European Asset
Purchase Price in full upon execution of the European Agreements.
The Debtors entered into the European Agreements to integrate the
European Assets into their Network and therefore expanding the
Network throughout Europe.

On September 30, 2001, the Debtors and QTI entered into a number
of agreements wherein the Debtors agreed to sell
telecommunications capacity to QTI in the South American portion
of the Debtors' Network.  The aggregate purchase price under the
SAC Agreements is $78,000,000.  QTI paid the SAC Purchase Price
in full upon execution of the SAC Agreements.

The Debtors and QCC are party to a certain agreement dated as
of June 27, 2001.  Pursuant to the Atlantic Agreement, QCC
purchased from the Debtors an IRU in certain telecommunications
fibers on the Debtors' Network between London and New York for
$8,000,000, which was paid in full by QTI upon execution of the
Atlantic Agreement.  The Atlantic Agreement provides the Debtors
with $320,000 revenue per year.

Pursuant to the European Agreements, QTI agreed to deliver the
European Assets to the Debtors for integration into the Debtors'
Network.  QTI purchased the Assets from KPN Qwest, which, at that
time, was an affiliate of QTI.

During the period of time following the execution of the European
Agreements, the Debtors made numerous attempts to obtain all
technical and logistical information from KPNQ necessary to
integrate the European Assets into the Network.  KPNQ, however,
did not respond to the requests and the Debtors were unable to
access the European Assets.  In May, 2002, KPNQ filed for
bankruptcy protection in the Netherlands.  Following the KPNQ
Bankruptcy, the Debtors informed QTI that it was in default under
the European Agreements and that they intended to exercise their
legal remedies.  The Debtors and QTI subsequently entered into
negotiations in an attempt to resolve the Debtors' claim against
QTI.  QTI denies any liability to the Debtors.

Following extensive arm's-length negotiations, the Debtors and
Qwest agreed and the Court approved that:

   (a) The European Assets will be deemed abandoned to QTI
       pursuant to Section 554 of the Bankruptcy Code.  Each of
       the European Agreements is terminated as of December 11,
       2003.  All rights and obligations of the Parties pursuant
       to the European Agreements will terminate and cease to be
       of any effect;

   (b) As of December 11, 2003, the SAC Assets purchased by QTI
       will be deemed returned to the Debtors.  Each of the SAC
       Agreements is terminated.  All rights and obligations of
       the Parties pursuant to the SAC Agreements will terminate
       and cease to be of any effect;

   (c) A portion of the Atlantic Agreement is modified so that
       the Annual Maintenance Costs payable by Qwest to GC
       Bandwidth under the Atlantic Agreement will be reduced to
       $240,000 per annum.  The Atlantic Agreement is otherwise
       affirmed in all respects by the Parties and remains fully
       enforceable and deemed assumed by the Debtors as of
       December 9, 2003;

   (d) The Qwest Entities and the Debtors agree to waive any
       amounts due, and withdraw any default notices or payment
       requests previously issued with respect to the Agreements;

   (e) On December 11, 2003, the Debtors and QCC will enter into
       a new lease for 1 STM-1 between Buenos Aires, Argentina
       and Miami, Florida, which will be for a term ending
       March 31, 2005; and

   (f) The Debtors and Qwest agree to fully and finally release
       the other from any and all Claims relating to or arising
       out of the Agreements.

The Debtors assert that the Settlement Agreement is fair and
equitable and falls well within the range of reasonableness as it
enables the parties to avoid the costs of litigation relating to
QTI's breach of the European Agreements.  Given the nature of the
European Assets, litigation of the factual issues relating to the
European Assets could be lengthy and expensive.  These
undertakings would continue to be a drain on the Debtors'
monetary resources.

In addition, notwithstanding the veracity of their claim against
QTI, the Debtors believe they would face a number of risks in
commencing litigation against QTI.  Given the complex factual
issues, the Debtors determined that the outcome of any litigation
regarding the European Assets is far from clear.  Furthermore,
integration of the European Assets into the Network would require
significant capital expenditures and the incurrence of ongoing
maintenance costs.  Also, due to their Chapter 11 cases, the
profound and unforeseen changes in the telecommunications
marketplace since the purchase of the European Assets and, as a
result of these two developments, the Debtors' adoption of a
revised business plan, the Debtors no longer have a need for the
European Assets.

By entering into the Settlement Agreement the Debtors will
relinquish ownership of the European Assets but will retain
ownership of the SAC Assets, which are already integrated into
the Network.  Although the original contract price of the SAC
Assets is less than the contract price of the European Assets,
the prices were calculated at a time when the telecommunications
industry was experiencing unprecedented growth and neither the
SAC Assets nor the European Assets are currently valued at their
contract price.  The Settlement Agreement also provides for the
assumption of the Atlantic Agreement, which provides the Debtors
with ongoing income for maintenance. (Global Crossing Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


GOLDEN NORTHWEST: Look for Schedules & Statements by January 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon gave Golden
Northwest Aluminum, Inc., and its debtor-affiliates an extension
of time to file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtors have until January 21, 2004 to file the required
documents.

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.


GRAPHIC PACKAGING: Will Publish Fourth-Quarter Results on Feb. 4
----------------------------------------------------------------
Graphic Packaging Corporation (NYSE: GPK) will release results for
the fourth quarter and full year 2003 on Wednesday, Feb. 4th after
the close of the market.  The following day, the company will host
a conference call for analysts, investors and other interested
parties to discuss the fourth quarter results.

At 10:00 a.m. EST on Thursday, Feb. 5th, individuals are invited
to dial in to listen live to the broadcast.  To access the
conference call, listeners calling from within North America
should dial 800-726-5281 at least 15 minutes prior to the start of
the conference call.  Replays of the call will be available for
one week following the completion of the call and can be accessed
at 800-633-8284 (Access #21177757).

Graphic Packaging Corporation was formed in August 2003 as a
result of the merger of Riverwood Holding, Inc. and Graphic
Packaging International Corporation.  Graphic Packaging is a
leading provider of paperboard packaging solutions to the
beverage, food and other consumer product industries. Additional
information about Graphic Packaging, its business and its products
is available on the Company's Web site at
http://www.graphicpkg.com/

Graphic Packaging International Corporation (NYSE: GPK) (S&P, B+
Corporate Credit Rating), with 2002 revenues of approximately $1.1
billion, is America's leading folding carton packaging supplier to
the food, beverage and other consumable products markets.  The
company's customers include some of the most instantly recognized
companies in the world.  Graphic Packaging operates one large
recycled paperboard mill and 19 modern converting facilities as
well as three research and design centers located throughout the
nation.  The company holds over 150 U.S. patents for its printing
and package converting processes. Additional information about the
company can be found at http://www.graphicpkg.com/   


HANGER ORTHOPEDIC: Court of Appeals Affirms Calif. Suit Dismissal
-----------------------------------------------------------------
Hanger Orthopedic Group, Inc. (NYSE: HGR) announced that the
United States Court of Appeals for the Fourth Circuit has affirmed
the dismissal by the United States District court for the District
of Maryland of the complaint in Ottmann v. Hanger Orthopedic
Group, Inc., et al.

In a unanimous decision issued December 22, 2003, the three judge
panel affirmed the dismissal of the complaint, which had alleged
that Company officials had made misleading statements relating to
the impact of Hanger's acquisition of NovaCare in 1999.  The
opinion concluded that the allegations did not support "the
reckless or intentional conduct" required to support liability.

Ivan R. Sabel, Chairman of Hanger, and a defendant in the lawsuit,
along with Hanger's former Chief Financial Officer, observed, that
"While we were always comfortable that our statements relating to
the NovaCare merger were forthright, we are obviously pleased to
have the Court of Appeals endorse the prior two District Court
dismissals of the complaint."

Hanger Orthopedic Group, Inc. (S&P, B+ Corporate Credit Rating),
headquartered in Bethesda, Maryland, is the world's premier
provider of orthotic and prosthetic patient-care services. Hanger
is the market leader in the United States, owning and operating
591 patient-care centers in 44 states and the District of
Columbia, with 3,139 employees including 875 certified
practitioners.  Hanger is organized into two business segments:
patient-care, which consists of nationwide orthotic and prosthetic
practice centers, and distribution, which consists of distribution
centers managing the supply chain of orthotic and prosthetic
componentry to Hanger and third party patient-care centers.  In
addition, Hanger operates the largest orthotic and prosthetic
managed care network in the country.


HAWK CORPORATION: Commences Trading on American Stock Exchange
--------------------------------------------------------------
Hawk Corporation (NYSE: HWK) announced that its Class A common
stock has been approved for listing on the American Stock Exchange
(AMEX).  

The Company's Class A common stock is expected to commence trading
on the AMEX today at the opening of the market and will continue
to trade under "HWK", its current ticker symbol.  Trading of
Hawk's Class A common stock on the New York Stock Exchange will be
discontinued at the close of the market on Tuesday January 6,
2004, because, as previously announced by Hawk, the Company does
not presently meet the NYSE's continued listing criteria for
market capitalization and stockholders' equity.

Additionally, the Company announced that it has filed an
application with AMEX to have its 12% Senior Notes due December 1,
2006 listed on the exchange. The Company expects the listing to be
approved shortly.

Ronald E. Weinberg, Chairman and Chief Executive Officer of Hawk,
said, "We are pleased to make this move to the American Stock
Exchange.  This listing will allow us to continue to provide an
efficient trading market in our stock and at the same time, we
believe it will provide enhanced market awareness for our
shareholders."  Mr. Weinberg added, "Hawk Corporation looks
forward to a great relationship with AMEX as our trading partner."

Hawk Corporation -- whose Corporate Credit Rating has been upgrade
by Standard & Poor's to 'single-B' -- is a leading worldwide
supplier of highly engineered products. Its friction products
group is a leading supplier of friction materials for brakes,
clutches and transmissions used in airplanes, trucks, construction
equipment, farm equipment and recreational vehicles.  Through its
precision components group, the Company is a leading supplier of
powder metal and metal injected molded components for industrial
applications, including pump, motor and transmission elements,
gears, pistons and anti-lock sensor rings.  The Company's
performance automotive group manufactures clutches and gearboxes
for motorsport applications and performance automotive markets.
The Company's motor group designs and manufactures die-cast
aluminum rotors for fractional and subfractional electric motors
used in appliances, business equipment and HVAC systems.
Headquartered in Cleveland, Ohio, Hawk has approximately 1,700
employees and 16 manufacturing sites in five countries.

Hawk Corporation is online at: http://www.hawkcorp.com/


HILTON HOTELS: Look for Q4 and Year-End Results on January 26
-------------------------------------------------------------
Hilton Hotels Corporation (NYSE:HLT) has scheduled Monday,
January 26, 2004 for the release of the company's fourth
quarter/year-end financial results and conference call.

The results will be issued prior to the opening of the market on
January 26, with a conference call to follow that day at 12 p.m.
Eastern time (9 a.m. Pacific). The dial in numbers are 800-299-
0433 (domestic)/617-801-9712 (international), passcode #44271061.

Forward-looking statements and other material information
concerning anticipated future events and expectations may be
discussed on this conference call.

The conference call will also be webcast simultaneously via
Hilton's investor relations Web site. Investors wishing to access
the call on the web should log on to
http://www.hiltonworldwide.com/click the investor relations tab  
and click on the quarterly conference call link.

A replay of the call will be available by telephone until February
2nd at 8 p.m. Eastern (5 p.m. Pacific). To access, dial 888-286-
8010 (domestic)/617-801-6888 (international), passcode #44271061.
Additionally, a replay will be available indefinitely on
Hiltonworldwide.com.

As previously reported, Fitch Ratings affirmed the senior
unsecured ratings of Hilton Hotels Corporation at 'BB+' and
revised the Outlook to Stable from Negative.


HORSEHEAD: Suns Capital Unit Completes Purchase of All Assets
-------------------------------------------------------------
Horsehead Corp., an affiliate of Sun Capital Partners, has
completed the process of acquiring substantially all of the
operating assets of Horsehead Industries, Inc., including its Zinc
Corporation of America (ZCA) and Horsehead Resource Development
Co., operations.  The purchase was completed on December 23,
2003.

Horsehead is the largest zinc producer in the United States and
the world's largest recycler of zinc bearing materials, including
the steel industry's EAF Dust. The company annually produces over
165,000 tons of zinc products and recycles more than 450,000 tons
of EAF Dust. Horsehead conducts its business under the Zinc
Corporation of America and Horsehead Resource Development (HRD)
brands and employs over 1000 people in six states.

Sun Capital Partners, Inc. is a leading private investment firm
focused on leveraged buyouts.  Sun has invested in more than 50
companies during the past several years with combined sales in
excess of $8.0 billion.  Sun has more than $700 million under
management and is making new investments through Sun Capital
Partners III QP, LP, a $500 million fund raised in January 2003.
Participating in Sun's fund are leading fund-of-funds investors,
university endowments, pension funds, financial institutions and
high net worth individuals, families and trusts.  For more
information about Sun, visit http://www.SunCapPart.com/

As reported in Troubled Company Reporter's December 17, 2003
edition, Chief Judge Stuart M. Bernstein of the U.S. Bankruptcy
Court (Southern District of New York) approved the sale of
substantially all of Horsehead Industries's operating assets to an
affiliate of Sun Capital Partners.


IGAMES ENTERTAINMENT: Reaffirms Acquisition of Equitex Inc. Unit
----------------------------------------------------------------
iGames Entertainment, Inc. (OTCBB: IGME) and Equitex, Inc.
(NASDAQ: EQTX) have reaffirmed their transaction announced on
November 12, 2003, for the acquisition of Equitex subsidiary, Chex
Services, Inc., by iGames Entertainment under the previously
outlined terms.

The companies stated they are moving forward in the most
expeditious manner to file the appropriate proxy statements and
bring the transaction to a vote of stockholders as quickly as
possible.

Christopher Wolfington, Chairman and Chief Executive Officer of
iGames Entertainment stated: "The synergies and merits of the Chex
Services transaction were never dependent on any one contract for
its success. We remain committed to the transaction and look
forward to closing as soon as possible. We are confident that Chex
Services has more than sufficient remedies to vindicate the
wrongful action taken against them. From a business perspective,
the recent events have allowed Chex Services to accelerate cost-
cutting measures we otherwise had to postpone until our
transaction closed," continued Mr. Wolfington.

"Despite the loss of the Seminole Tribe of Florida contract, Chex
Services remains a strong vibrant company with our dozens of other
contracts," stated Henry Fong, President of Equitex, Inc. "We are
confident the cost-savings measures we are currently finalizing
along with new product introductions for 2004 will minimize the
effect of this loss and help position Chex for further success. I
believe the combination of Chex with iGames and Money Centers of
America will only strengthen the combined companies' position
within the industry. We intend to outline the Chex Services cost-
savings measures in a press release later this week," stated Mr.
Fong.

Closing of the Chex Services - iGames Entertainment transaction is
subject to certain requirements including necessary stockholder
approval, completion of final documentation, due diligence and
other customary pre-closing conditions.

iGames Entertainment, Inc. develops, manufactures and markets
technology-based products for the gaming industry. The Company's
growth strategy is to become the innovator in cash access and
financial management systems for the gaming industry. The business
model is specifically focused on specialty transactions in the
cash access segment of the funds transfer industry. For a complete
corporate profile on iGames Entertainment Inc., please visit the
Company's corporate Web site at
http://www.igamesentertainment.com/  

Equitex, Inc. is a holding company operating through its wholly
owned subsidiary Chex Services of Minnetonka, Minnesota, as well
as its majority owned subsidiary Denaris Corporation. Chex
Services provides comprehensive cash access services to casinos
and other gaming facilities. Denaris was formed to provide stored
value card services.

                            *    *    *

                    Going Concern Uncertainty

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

"The [Company's] financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has
a net loss of $940,395 for the six months ended September 30,
2003, an accumulated deficit of $3,808,343 at September 30, 2003,
cash used in operations of $576,088 for the six months ended
September 30, 2003, and requires additional funds to implement our
business plan. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

"Management is in the process of implementing its business plan
and has begun to generate revenues. Management believes that sales
of its Protector and placement of new table games will continue to
contribute to its operating cash flows. Additionally, management
is actively seeking additional sources of capital, but no
assurance can be made that capital will be available on reasonable
terms. Management believes the actions it is taking allow the
Company to continue as a going concern. The financial statements
do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern."


IGAMES ENTERTAINMENT: Completes Money Centers of America Merger
---------------------------------------------------------------
iGames Entertainment Inc. (OTC Bulletin Board: IGME) announced
that the previously announced merger with Money Centers of America
closed on Friday, January 2, 2004. Following closing, iGames
Entertainment appointed Christopher M. Wolfington as its new
Chairman & CEO.

Christopher Wolfington, Chairman & CEO of iGames Entertainment
stated, "This is just the first step in executing our business
plan.  We will continue to aggressively pursue sales and
acquisitions to build our platform for the future."

"We are extremely excited about the closing with Money Centers and
combining our efforts in one focused direction.  We look forward
to a profitable and rewarding future and will give our newly
appointed Chairman and CEO, Chris Wolfington, the support needed
to accomplish it," stated Jeremy Stein, President of iGames
Entertainment.

iGames Entertainment, Inc. develops, manufactures and markets
technology-based products for the gaming industry. The Company's
growth strategy is to become the innovator in cash access and
financial management systems for the gaming industry.  The
business model is specifically focused on specialty transactions
in the cash access segment of the funds transfer industry. For a
complete corporate profile on iGames Entertainment Inc., please
visit the Company's corporate Web site at
http://www.igamesentertainment.com/


INTERPUBLIC GROUP: Agrees to Sell Unit's Four MotorSports Tracks
----------------------------------------------------------------
The Interpublic Group of Companies (NYSE: IPG) agreed to sell the
four automobile racing tracks owned by its Brands Hatch Circuits
unit to MotorSport Vision Limited for an undisclosed sum. The sale
includes Brands Hatch, Oulton Park, Cadwell Park and Snetterton.

As a result of the sale, Interpublic's interest in UK motorsport
will now be limited to its obligations related to the Formula One
British Grand Prix and the lease of the Silverstone track. Brands
Hatch Circuits has therefore been re-named Silverstone Motorsport
Limited. Today's sale of the four tracks does not affect
Interpublic's interests and commitments in relation to
Silverstone, including the remaining payments under an executory
contract and an operating lease.

MotorSport Vision Limited is a new company led by Jonathan Palmer
that has been established for the purposes of owning and
developing the four circuits. This new company will be added to
Mr. Palmer's existing motorsport activities which operate under
the Bedford Motorsport Limited brand name and provides motorsport
experiences focussed on the corporate market.

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


IT GROUP: Outlines Alternatives If Court Won't Confirm Plan
-----------------------------------------------------------
If the IT Group Debtors' plan is not confirmed and consummated,
the theoretical alternatives include:

   (a) seeking a liquidation of the Debtors under Chapter 7 of    
       the Bankruptcy Code; and

   (b) the preparation and presentation of an alternative Chapter
       11 plan.    

                    Liquidation Under Chapter 7

If no Chapter 11 plan can be confirmed, these Chapter 11 Cases
may be converted to cases under Chapter 7 in which a trustee
would be elected or appointed to liquidate the assets of the
Debtors.  The Debtors and the Committee believe that liquidation
under Chapter 7 would result in:

   -- smaller distributions being made to Creditors than those
      provided for in the Plan because of the additional
      administrative expenses involved in the appointment of a
      trustee and attorneys and other professionals to assist the
      trustee; and

   -- additional expenses and claims, some of which would be
      entitled to priority, which would be generated during the
      liquidation and from the rejection of unexpired leases and
      executory contracts in connection with the cessation of   
      the Debtors' operations.

                Alternative Plan of Reorganization        

The Debtors and the Committee or any other party-in-interest
could attempt to formulate a different Chapter 11 plan.  However,
both the Debtors and the Committee believe that the proposed Plan
provides and enables creditors to realize the highest recoveries
under the circumstances.  Accordingly, the Creditors' Committee  
"strongly recommends" that creditors vote to accept the Plan. (IT
Group Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


JET 1 CENTER: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jet 1 Center, Inc.
        377 Citation Point
        Naples, Florida 34104

Bankruptcy Case No.: 03-26514

Type of Business: The Debtor operates car rentals, limousines,
                  hotel reservations, catering and other
                  services. See http://www.jet1.net/for more  
                  information on the Debtor.

Chapter 11 Petition Date: December 29, 2003

Court: Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Lori V. Vaughan, Esq.
                  Foley & Lardner
                  P.O. Box 3391
                  Tampa, Florida 33601
                  Tel: 813-229-2300
                  Fax: 813-221-4210

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature of Claim      Claim Amount
------                        ---------------      ------------
Air BP Aviation Services                               $309,760
P.O. Box 4700, Unit 3
Portland, OR 97208

Conroy, Coleman & Hazzard                               $71,516

Jet 1, Inc.                                              $2,497

State Farm Insurance                                       $533

N Magazine                                                 $361

Follage Design Systems                                      $69

Fantozzi's of Olde Naples                                   $68

Internal Revenue Service                                Unknown

Naples Airport Authority      Landlord/Rent             Unknown  


KAISER: Retirees' Committee Earns Nod to Hire Orrick as Counsel
---------------------------------------------------------------
The Official Committee of Retired Employees of the Kaiser Aluminum
Debtors obtained the Court's authority to retain Orrick,
Herrington & Sutcliffe LLP as its bankruptcy counsel.

Orrick Herrington will replace Brobeck, Phleger & Harrison LLP --
the Retirees Committee's original bankruptcy counsel.  Brobeck
dissolved in February 2003 and Frederick D. Holden, the Brobeck
partner responsible for representing the Retirees' Committee in
the Debtors' cases, became a partner with Orrick Herrington.  
Barbara P. Pletcher, the other Brobeck attorney, who extensively
represented the Retirees' Committee in these cases, also became a
partner with Orrick Herrington in September 2003.

Orrick Herrington will prosecute the interest of salaried retirees
in the Debtors' bankruptcy cases.

Orrick Herrington will be compensated in accordance with its
current standard hourly rates:

     Frederick D. Holden, Jr., bankruptcy partner        $520
     Barbara P. Pletcher, employee benefits partner       525
     Eric M. Frater, associate                            305
     Linda Sigler, bankruptcy paralegal                   200

Orrick Herrington will also be reimbursed for its actual and
necessary expenses incurred in the duration of the cases. (Kaiser
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  

Kaiser Aluminum Corporation filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429).  Through Kaiser
Aluminum & Chemical Corporation, and other subsidiaries,
affiliates and joint ventures, the company operates in all
principal aspects of the aluminum industry.  Kaiser's $3 billion
of assets and 5,800 employees generate over $1.5 billion in annual
revenue.  Corinne Ball, Esq., at Jones Day serves as lead counsel
in Kaiser's restructuring and Lazard Freres & Co. provides
financial advisory services to the Company.  Kaiser's exclusive
period to propose a chapter 11 plan expires on February 20, 2004.  
Bank of America leads a consortium of lenders providing $285
million of DIP Financing through February 13, 2005.  


KRAVITZ BAGELS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Kravitz Bagels, Inc.
             12485 Commissioner Dr.
             North Jackson, Ohio 44451

Bankruptcy Case No.: 04-40006

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Kravitz Land Corp.                         04-40008

Type of Business: The Debtor is a manufacturer of food products.  

Chapter 11 Petition Date: January 3, 2004

Court: Northern District of Ohio (Youngstown)

Judge: Successor to Judge Bodoh

Debtors' Counsel: Melissa M. Macejko, Esq.
                  Suhar & Macejko, LLC
                  1101 Metropolitan Tower
                  P.O. Box 1497
                  Youngstown, OH 44501-1497
                  Tel: 330-744-9007

                                  Total Assets       Total Debts
                                  ------------       -----------
Kravitz Bagels, Inc.                  $549,443        $2,941,146
Kravitz Land Corp.                    $640,000        $1,992,461

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
National City Bank            Equipment               $1,006,290
1900 E. Ninth St.                                      ($314,000
Cleveland, OH 44114-3484                               secured.)

Mahoning Valley Industrial    Equipment                 $120,000
Loan Fund

Cereal Food Processors, Inc.  Trade debt                 $76,139

General Mills Finance         Trade debt                 $37,492

Ohio Edison Co.               Utilities                  $29,258

Pliant Corp.                  Bags                       $26,662

Ohio Farmers, Inc.            Trade debt                 $26,656

Fleischer's Bagels, LLC       Trade debt                 $24,348

Caravan Products Co., Inc.    Trade debt                 $19,711

Quaker Capital Management     Professional fee           $18,000

Zilka & Co.                   Trade debt                 $17,874

The Callos Group              Temp labor                 $17,521

Randstad                      Temp labor                 $17,100

Ohlson Packaging              Equipment                  $15,200

Citicorp. Del Lease, Inc.     Caterpillar forklift       $13,500
                                                         ($5,000
                                                       secured.)

Revent Incorp.                Oven parts                 $13,035

Great American Line, Inc.     Freight                     $9,326

Yurchyk & Davis               Professional fee            $8,447

Lesaffre Yeast Corp.          Trade debt                  $8,295

Kandal Cold Storage           Frozen storage              $8,058


LES BOUTIQUES: G. Frigon Assumes Chief Restructuring Officer Post
-----------------------------------------------------------------
Les Boutiques San Francisco Incorporees announces that Mr. Gaetan
Frigon has agreed to act as Chief Restructuring Officer of the
Corporation.

In this function, Mr. Frigon will be responsible for preparing a
restructuring plan, as stipulated in the Court Order issued
December 17, 2003, under the Companies' Creditors Arrangement Act.

Mr. Frigon has had extensive experience in the business world,
including senior administrative positions in a number of large
retail businesses. His mandate will be to draw up, in cooperation
with Richter & Associes Inc., the Court-appointed monitor, an
operational, commercial, financial and corporate restructuring
plan. This plan must be presented to the Court by January 15,
2003.

"Even though the context is not easy, it is important to do
everything necessary to preserve the maximum number of jobs for
the 2,500 people presently employed by the Corporation. That is
why, at the request of the Board of Directors, I have agreed to
take on this mandate to introduce corrective measures. Due to the
seriousness of the situation, difficult decisions will have to be
made and that is what I will set out to do in the best interests
of employees, suppliers, creditors, shareholders and other
partners," Mr. Frigon stated.

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

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


LTV: Wants Go-Signal to Settle Allocation Appeals and Disputes
--------------------------------------------------------------
The Official Committee of Administrative Claimants and LTV Steel
Company, Inc., seek Judge Bodoh's permission to enter into a
multiparty settlement agreement that resolves:

       (i) appeals related to the wind down of the LTV
           Steel bankruptcy case;

      (ii) all of the appeals of the Order allocating the
           proceeds of the sale of LTV Steel to ISG related
           to LTV Steel's former Indiana Harbor facilities;
           and

     (iii) prospective litigation over the Lake County,
           Indiana Administrative Tax Claim.

                  The Prospective Lake County Dispute

Lake County asserts $23,750,000 in administrative claims against
the Debtors' estates.  The Debtors dispute the validity and amount
of the claims.  The Settlement Agreement reduces, fixes and allows
Lake County's administrative tax claim, without the need for the
commencement of litigation, and permits settlement of the appeals.

                           The Settlement

Pursuant to the Settlement Agreement, Lake County, Appellants
JWP/Hyre, Hunter, Calumet, Didier, Hasse, and Foster, the ACC and
LTV Steel agree that:

       (1) The Settling Appellants will dismiss, with prejudice
           their appeals.

       (2) In exchange for the Settling Appellants' dismissals,
           Lake County's administrative claim for taxes will be
           fixed and allowed for $8,100,000 against the LTV
           Steel estate.  Lake County's allowed administrative
           claim will be paid or otherwise satisfied in
           accordance with the treatment accorded to other
           allowed administrative claims in the LTV Steel case.
           Lake County will have no other administrative or
           priority claim of any kind in any of the Debtors'
           bankruptcy cases.

       (3) Lake County will receive $250,000 cash on account of
           its first-priority lien on real property at Debtors'
           former Indiana Harbor facility.  The $250,000
           represents the settlement amount of Lake County's
           lien on the Indiana Harbor real property.  The
           $250,000 allocation will reduce the amount allocable
           to the Hennepin Works under the Allocation Order.
           The allocation will not otherwise modify in any manner
           the allocation set forth in the Allocation Order for
           any of the other property sold in the ISG Sale.

       (4) The Settling Appellants will enter into a separate
           agreement -- to which neither the Debtors nor the ACC
           are parties -- that:

              (i) allocates the initial $250,000 payment on
                  account of Lake County's first priority lien
                  on the Debtors' former Indiana Harbor
                  facility's real property among themselves,
                  as the Settling Appellants see fit;

             (ii) provides that Lake County will receive and
                  retain the first $2,500,000 in cash that is
                  to be distributed on account of its allowed
                  administrative claim [Lake County's portion
                  of the $250,000 initial payment will be
                  included in the $2,500,000 for purposes of
                  determining the overall amounts to be retained
                  by Lake County]; and

            (iii) Lake County's retained portion of the
                  distributions on account of its allowed
                  administrative claim and the Allocation Payment
                  will be capped at $2,500,000, and it will
                  retain no further portion of the distributions
                  on account of its allowed administrative claim
                  and the Allocation Payment.  The remaining
                  amounts to be distributed on account of Lake
                  County's allowed administrative claim and the
                  Allocation Payment will be redistributed by
                  Lake County to the other Settling Appellants
                  pursuant to the terms of their independent
                  Inter-Appellant Agreement.

       (5) All amounts to be distributed to the Settling
           Appellants pursuant to the Settlement Agreement and
           Inter-Appellant Agreement will be in addition to the
           amounts to be distributed on account of the Settling
           Appellants' allowed administrative claims in
           LTV Steel's Chapter 11 case pursuant to any separate
           plan or motion to distribute estate assets that is
           approved by the Court.  However, the total amount
           to be distributed to the Settling Appellants on
           account of Lake County's allowed administrative claim
           and the $250,000 Allocation Payment on account of
           Lake County's first-priority lien will not exceed
           a combined total of $4,300,000.  Any amounts that
           would otherwise be distributable to the Settling
           Appellants on account of Lake County's allowed
           administrative claim and its first priority lien
           claim -- that is, the Allocation Payment -- pursuant
           to the Term Sheet and which would exceed the
           $4,300,000 maximum distribution amount on such claims
           will not be distributed to the Settling Appellants by
           the LTV Steel Estate.  Those excess amounts will,
           instead, remain in the LTV Steel Estate and will
           be distributed to administrative claimants other than
           the Settling Appellants.

       (6) The Settling Appellants will release all claims
           against all of the Debtors, other than:

              (a) the previously allowed administrative claims
                  and the payments to be made with respect to
                  the administrative claims;

              (b) the Lake County administrative claim; and

              (c) the Allocation Payment to be made pursuant to
                  the Settlement. (LTV Bankruptcy News, Issue
                  No. 59; Bankruptcy Creditors' Service, Inc.,
                  215/945-7000)


MAGELLAN HEALTH: Onex Invests $101 Million for New 24% Stake
------------------------------------------------------------
Onex Corporation has completed the purchase of its equity
investment in Magellan Health Services, Inc.  This is the first
investment through Onex' new fund, Onex Partners LP. Onex
Partners' investment was US$101 million for an approximate 24%
ownership interest.  Onex has control of Magellan and is expected
to itself be a 25% Limited Partner in Onex Partners.

Magellan Health Services is the leading behavioral managed
healthcare organization in the United States. Its customers
include health plans, corporations and government agencies.

Onex' investment in Magellan was an integral part of the financial
reorganization plan of Magellan approved by the Bankruptcy court.
Today, Magellan emerges from bankruptcy with a reduction in debt
of approximately US$600 million, which combined with the total
investment in new equity of US$150 million from Onex and
Magellan's creditors, places Magellan in a very strong financial
position. Magellan's common equity is expected to begin trading on
the Nasdaq stock exchange under the trading symbol MGLN on
January 6, 2004.

"Magellan represents an outstanding platform in the healthcare
industry for Onex," said Robert Le Blanc, an Onex Managing
Director. "We look forward to working in partnership with
Magellan's management team to grow the business and build value
for all shareholders."

Onex Partners LP is a private equity fund established by Onex
Corporation. The Fund has closed on over US$1.2 billion in
commitments and is targeting total commitments of US$1.6 billion
by early 2004. The Fund is to provide capital for new Onex-
sponsored acquisitions not related to Onex' existing operating
companies or ONCAP. Onex has committed US$400 million to the Fund
and controls the General Partner.

Onex Corporation is a diversified company with annual consolidated
revenues of approximately $18 billion and consolidated assets of
approximately $15 billion. Onex is one of Canada's largest
companies with global operations in service, manufacturing and
technology industries. Its subsidiaries include Celestica Inc.,
Loews Cineplex Entertainment Corporation, ClientLogic Corporation,
Dura Automotive Systems, Inc., J.L. French Automotive Castings,
Inc., Bostrom Holding, Inc., InsLogic Corporation, Performance
Logistics Group, Inc. and Radian Communication Services
Corporation. Onex shares trade on the Toronto Stock Exchange under
the stock symbol OCX.

For more information on Onex Corporation, visit its Web site at
http://www.onex.com/   

Onex Corporation's security filings can also be accessed at
http://www.sedar.com/


MCWATTERS: Closes Sale of Kiena Mine Complex to Wesdome Gold
------------------------------------------------------------
McWatters (TSX: MWA, MWA.DB) completed the sale of its Kiena Mine
Complex situated in Val-d'or, Quebec, to Wesdome Gold Mines Inc.
The aggregate consideration paid to McWatters was $3 million cash,
a 4% NSR on existing resources from the Kiena property and a
further 2% NSR on any new resources found on the Kiena property.
Moreover, Wesdome will pay McWatters a further $1 million if, as
and when the Kiena mill resumes commercial production. Wesdome
will also pay McWatters $1.50 per tonne for ore processed at
Kiena from any source for up to 5 million tonnes with $1.00 per
tonne payable on ore processed from any source thereafter.

The majority of the proceeds of the sale were used for the final
repayment of McWatters' bank term loan and obligations arising
from the gold hedging program of its Sigma-Lamaque Limited
Partnership.

                            Outlook

In the near term, McWatters intends to focus all of its energies
towards the resumption of the Sigma-Lamaque open pit operation.

At September 30, 2003, the McWatters Mining's balance sheet
discloses a working capital deficit of about $1 million.


MERCY HOSPITAL: S&P Drops Revenue Bonds' Rating to Default Level
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' from
'CCC' on the Illinois Health Facilities Authority's outstanding
$45.9 million series 1992 revenue bonds and $19.2 million series
1996 bonds, issued for Mercy Hospital and Medical Center.

The rating was lowered due to a missed principal payment that was
required to bondholders on Jan. 1, 2004. The trustee did, however,
make the necessary interest payment to bondholders that was due
Jan. 1, 2004.

"As Standard & Poor's most recent review, dated Dec. 8, 2003,
indicated, the weak 'CCC' credit rating, with a negative outlook
stemmed from the tenuous unrestricted cash position, missed
quarterly payments to the trustee in calendar year 2003, as well
as failure to replenish the debt service reserve after the trustee
drew down on the DSR to make semi-annual interest payments on July
1, 2003," said Standard & Poor's credit analyst Suzie Desai. "At
the time of our last review, management was not able to
definitively state that sufficient funds were available to make
the next payment. In addition, Mercy was in technical default on
its loan agreements that required it to make trustee payments and
replenish its debt service reserve fund," she added.


MESA AIR GROUP: Reports 71.1% Increase In December 2003 Traffic
---------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA) reported its preliminary
traffic figures, on-time performance, and completion rate figures
for December 2003.  Year-over-year revenue passenger miles
increased 71.1% in December 2003 to 350.5 million, compared to
204.9 million in December 2002.

Total available seat miles increased 56.1% in December 2003 to
503.7 million from 322.7 million in December 2002 and passengers
carried increased 49.3% to 722,500 from 483,993 a year ago.  Load
factor increased to 69.6% in December 2003 versus 63.5% in
December 2002, an increase of 6.1 points.  Mesa's controllable
completion rate, which excludes weather-related cancellations, was
98.9% in December.  Mesa Air Group's on-time arrival performance
for the month of December was 74.9%.

"Our business is built upon providing a reliable and cost
efficient product to our mainline partners and our operational
performance in December was superb.  I would like to thank all of
our employees for making the holiday season a safe and happy one
for our passengers," said Jonathan Ornstein, Mesa's Chairman and
Chief Executive Officer.

Mesa currently operates 155 aircraft with 975 daily system
departures to 153 cities, 40 states, the District of Columbia,
Canada, Mexico and the Bahamas.  It operates in the West and
Midwest as America West Express; the Midwest and East as US
Airways Express; in Denver as United Express; in Kansas City with
Midwest Express and in New Mexico and Texas as Mesa Airlines.  The
Company, which was founded in New Mexico in 1982, has
approximately 4,000 employees.  Mesa is a member of the Regional
Airline Association and Regional Aviation Partners.


MET-COIL: Wants Exclusive Plan-Filing Period Extended to April 30
-----------------------------------------------------------------
Met-Coil Systems Corporation asks the U.S. Bankruptcy Court for
the District of Delaware to extend its exclusive periods to file a
chapter 11 Plan and to solicit acceptances of that Plan.

The Debtor has, in fact, prepared and filed a Plan, Disclosure
Statement and Solicitation Procedures Motion.  Nevertheless, the
Debtor wants to extend the Exclusive Periods to protect its
exclusive rights under Sec. 1121 of the Bankruptcy Code in the
event it files an amended plan of reorganization after the initial
Exclusive Filing Period or if solicitation of the Plan doesn't
begin until after the initial Exclusive Solicitation Period.

Met-Coil wants its exclusive plan-filing period extended to
April 30, 2004, and its solicitation period to run through
June 30, 2004, without prejudice to the company's right to seek
further extensions of the Exclusive Periods.

The Debtor argues that the size and complexity of its business and
financing arrangements compel the requested extension of the
Exclusive Periods.  Met-Coil is party to various environmental
disputes that must be considered in reaching a consensual plan.
The Debtor believes that the varied and often competing interests
of its creditor constituencies makes its case one in which it is
especially appropriate to extend the exclusive periods.

Headquartered in Westfield, Massachusetts, Met-Coil Systems
Corporation manufactures coil sheet metal processing equipment and
integrated systems for producing blanks from sheet metal coils.
The Company filed for chapter 11 protection on August 26, 2003
(Bankr. Del. Case No. 03-12676).  James C. Carignan, Esq., and
Jason W. Harbour, Esq., at Morris Nichols Arsht & Tunnell
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed more
than $10 million in assets and more than $50 million in debts.


MICRO INTERCONNECT: Keating Reverse Discloses 80% Equity Stake
--------------------------------------------------------------
On November 4, 2003, N. Edward Berg agreed to sell 1,000,000
shares of the common stock of Micro Interconnect Technology, Inc.
owned by him to the Keating Reverse Merger Fund, LLC at a price of
$.165 per share.

In connection with this transaction, Mr. Berg resigned as a member
of the MITR's Board of Directors and as its President and
nominated Mr. Keating as his successor. Concurrently, the
principal executive office of the Company was moved to Suite 2,
645 Beachland Boulevard, Vero Beach, FL 32963.

The Keating Reverse Merger Fund, LLC owns 2,000,000 shares, or 80%
of the Company's common stock and MITR's other stockholders own
500,000 shares, or 20% of its common stock. Mr. Berg has no
continuing economic interest in the Company as either stockholders
or creditors.

Micro Interconnect Technology, Inc., whose September 30, 2003
balance sheet shows a total shareholders' equity deficit of about
$350,000, was organized under the laws of the State of Nevada on
February 11, 1998. The Company's planned principal operations are  
to license patented processes that improve the production of
printed circuit boards. The Company has not generated any revenue  
from its planned principal operations and is considered a
development stage company. The Company has, at the present time,
not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company
and other relevant factors.


MIRANT CORP: Plan-Filing Exclusivity Extended Until April 30
------------------------------------------------------------
U.S. Bankruptcy Court Judge Lynn extends the Mirant Debtors'
exclusive period to file a plan until April 30, 2004 and the
exclusive period to solicit acceptances of that plan until
June 30, 2004.  

Moreover, the Court rules that the Creditors Committees may file a
motion to shorten the Exclusive Periods if the Debtors fail to
deliver to the Committees by March 1, 2004:

   (1) their business plan with five-year financial projections;
       and

   (2) a report on intercompany claims and transactions, direct
       or indirect, between Mirant Americas Generation LLC and
       Mirant Corporation.

In addition, the Debtors will:

   (a) provide the Committees ongoing access to and input in
       the development of the business plan;

   (b) use best efforts to provide the Committees with a draft
       of qualitative business plan, without projections, by
       January 15, 2004; and

   (c) provide each Committee as promptly as reasonably possible
       all information and data requested by the Committees
       relating to intercompany claims; provided that the
       Debtors and each of the Committees will reserve all of
       their rights with respect to the production of witnesses
       in connection with the examination of intercompany claims.
       (Mirant Bankruptcy News, Issue No. 17; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


MSW ENERGY: Completes Exchange Offer for 8.50% Sr. Secured Notes
----------------------------------------------------------------
MSW Energy Holdings LLC announces the closing of the offer to
exchange $200 million aggregate principal amount of 8-1/2% Series
A Senior Secured Notes Due 2010 for 8-1/2% Series B Senior Secured
Notes Due 2010. All of the Old Notes were exchanged.

The offer to exchange the Old Notes for the Exchange Notes expired
on December 22, 2003. The Old Notes and the Exchange Notes are
substantially identical in all material respects, except that the
Exchange Notes have been registered under the Securities Act of
1933, as amended.

MSW Energy owns a 49.8% interest in Ref-Fuel Holdings LLC. Ref-
Fuel Holdings owns 100% of American Ref-Fuel Company LLC. American
Ref-Fuel Company is an owner and operator of six waste-to-energy
facilities and related businesses in the United States. MSW Energy
and MSW Energy Finance Co., Inc., its wholly owned subsidiary,
issued the Old Notes on June 25, 2003 to finance MSW Energy's
acquisition of its 49.8% interest in Ref-Fuel Holdings.

As previously reported, Standard & Poor's Ratings Services
assigned its preliminary 'BB-' rating to the proposed $225 million
senior secured notes due 2010 issued by MSW Energy Holdings II LLC
and co-issued by MSW Energy Finance Co. II LLC.

The outlook is stable.


NATURADE: Extends Wells Fargo Credit Pact Until March 31, 2004
--------------------------------------------------------------
On January 27, 2000, Naturade Inc., entered into a three year
Credit and Security Agreement with Wells Fargo Business Credit,
which initially provided for a $3 million secured line of credit
at the prime rate plus 1.5% to be used for working capital,
including inventory and receivables.

On December 20, 2001, the terms of the Credit and Security
Agreement were modified to include waiving the enforcement of
existing defaults, increasing the credit available to the Company
to a maximum of $4,500,000 with an inventory maximum subline of
$2,000,000, increasing the floating rate to the prime rate plus 2%
and extending the maturity date to December 31, 2003. On September
19, 2002, the terms of the Credit and Security Agreement were
modified to include waiving the enforcement of existing defaults,
reducing the credit availability of the Company to a maximum of
$4,325,000, requiring that the Company maintain certain minimum
levels of cash, and reducing the covenants regarding minimum net
income and minimum book net worth.   

On March 24, 2003, the terms of the Credit and Security Agreement
were further amended to include waiving the enforcement of
existing defaults, increasing the floating rate to the prime rate
plus 4.5% and reducing the covenants regarding minimum net income
and minimum book net worth. Borrowings under this agreement
totaled $1,786,998 at December 31, 2002. On April 15, 2003, the
terms of the agreement were further modified to provide approval
for the Loan Agreement entered into with Health Holdings &
Botanicals, LLC and David A. Weil and provide a Special Revolving
Advance to the Company in the amount of $175,000 available upon
certain conditions after June 30, 2003 and expiring on
December 15, 2003.

On November 6, 2003, the terms of the Credit and Security
agreement were further modified by the Eighth Amendment to Loan
and Security Agreement and Waiver, to provide an extension of the
expiration date of the agreement from December 31, 2003 until
March 31, 2004 and release a $175,000 Availability Reserve.

Borrowings under the Credit and Security Agreement, which totaled
$1,368,227 at September 30, 2003, are collateralized by
substantially all the assets of the Company. At September 30,
2003, the prime rate was 4.0% and the interest charge under the
Credit and Security Agreement was 8.5%.  The Credit and Security
Agreement contains covenants which, among other things, require
that certain financial ratios be met.

Naturade Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $3 million -- is a
branded natural products marketing company focused on high growth,
innovative products designed to nourish the health and well being
of consumers. The Company concentrates on the rapidly expanding
soy food market, which reached sales of almost $2.5 billion in
2002 and is expected to grow 15% to 20% per year reaching $5 to $6
billion by 2005, according to Soyatech market research dated
February 2001. The Company has purposely avoided the vitamin
category, where growth has been flat, as well as the herbal
category, which has experienced 15% to 25% declines per year since
the late nineties. The Company's products include Naturade Total
Soy, a full line of nutritionally complete meal replacements
available in several flavors of powders, ready-to-drink products
and bars, Naturade Low Carb protein boosters, Aloe Vera 80 health
and beauty care products and other niche dietary supplements. The
Company's products are sold in over 10,000 supermarkets and drug
stores (e.g., Kroger, Fred Meyer, Safeway and Albertson's, Longs
Drug and Sav On Drug), mass merchants (e.g., Wal*Mart and Kmart),
club stores (e.g., Sam's Clubs and Costco), natural food
supermarkets (e.g., Whole Foods and Wild Oats) and over 5,000
independent health food stores.

                            *    *    *

                    Liquidity and Capital Resources

The Company used cash of $521,960 from operating activities in the
nine months ended September 30, 2003, compared to a use of cash of
$990,144 in operating activities for the nine months ended
September 30, 2002. This decrease in cash used from operating
activities is primarily due to the reduction in the Company's
operating loss of $1,144,796 combined with a reduction in
inventories of $489,979 partially offset by a volume related
increase in receivables of $1,128,873 compared to the same period
in 2002.

Net cash provided by inventories was $607,574 for the nine months
ended September 30, 2003 compared to net cash provided by
inventories of $117,595 for the nine months ended September 30,
2002 primarily due to lower December sales in 2002 and higher
inventories at the end of the period resulting in an increase in
cash provided when inventories were reduced to normal levels.

Net cash provided by accounts receivable was $95,516 for the nine
month period ended September 30, 2003 compared to net cash
provided from accounts receivable of $1,224,353 for the same
period of 2002, principally due to increased sales volume in 2003
compared to the same period in 2002.  Customer terms have remained
constant however, there is a slight increase in days sales
outstanding due to increased volume in the mass market channel
which generally pays more slowly than the Health channel.

Net cash used in accounts payable and accrued expenses was
$420,101 for the nine month period ended September 30, 2003
compared to net cash used of $799,924 the same period of 2002,
principally due a higher level of accrued insurance related to
premium increases for director's and officer's insurance and
workers compensation insurance.

The provision for excess and obsolete inventory used $0 in cash
for the nine month period ended September 30, 2003 compared to
$30,000 the same period of 2002, principally due to the disposal
of excess product lines in 2002 and the implementation of an
inventory management system in 2003 decreasing excess inventory
levels.

Net cash used by prepaid expenses was $200,905 for the nine month
period ended September 30, 2003 compared to net cash provided in
the same period of 2002 of $174,070, principally due to increased
prepaid insurance costs related to directors' and officers'
insurance premiums.

The Company's working capital decreased $181,693 from ($1,429,771)
at December 31, 2002 to ($1,611,464) at September 30, 2003. This
decrease was largely due to a decrease in inventory as a result of
a concentrated inventory reduction program partially offset by a
decrease in accounts payable and borrowings on the Company's
credit facility.

Cash used in investment activities during the nine months ended
September 30, 2003 was $3,797 compared to $7,289 for the nine
months ended September 30, 2002.

The Company's cash used in financing activities was $10,796 for
the nine months ended September 30, 2003, compared to cash
provided by financing activities of $1,759,174 for the same period
of 2002. The September 30, 2003 amount was the result of the Loan
Agreement (described in Note 5) partially offset by net pay downs
on the Company's line of credit.  The September 30, 2002 amount
was the result of the $2.5 million from the Private Equity
Transaction, conversion into equity of the Health Holdings debt,
and a decrease in borrowings under the Credit Agreement.

As of September 30, 2003, the Company was in compliance with all
of the covenants of the Credit and Security Agreement with Wells
Fargo.

The Company's financial statements have been prepared on a going-
concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business.
At September 30, 2003, the Company has an accumulated deficit of
$21,982,924, a net working capital deficit of $1,611,465 and a
stockholders' capital deficiency of $2,991,001, and has incurred
recurring net losses. These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty. The Company's independent auditors qualified their
opinion on the Company's December 31, 2002 financial statements by
including an explanatory paragraph in which they expressed
substantial doubt about the Company's ability to continue as a
going concern

The Company believes that its existing cash balances and financing
arrangements will provide it with sufficient funds to finance its
operations during the next twelve months, provided that Wells
Fargo does not exercise its right to terminate, or demand
immediate payment of all amounts outstanding under the Credit
Agreement. However, the Company may seek to raise additional funds
through the sale of public or private equity and/or debt
financings or from other sources. No assurance can be given that
additional financing will be available in the future or that, if
available, such financing will be obtainable on terms acceptable
to the Company or its stockholders.


NEWPORT: Clinda Assumes Debt Owed to Investors and Ex-Employee
--------------------------------------------------------------
Newport International Group Inc. (OTCBB:NWPO) signed an agreement
to sell certain assets to Clinda Development, a privately owned
real estate development company affiliated with a minority
shareholder and creditor, in exchange for the assumption of
certain debts owed by the company to investors and a former
employee. The debts total approximately $110,000.

As part of the agreement Newport will pay to Clinda or its
designees, $11,000. Newport is retaining certain rights it may
have to properties in Wellington, Florida. The transaction is
expected to close on or before January 31, 2004.

Separately, the company has entered into negotiations with its
secured debt holder. The secured debt holder represents the
remaining notes outstanding of Newport's debt. The debt holder has
agreed to temporarily waive a default provision as Newport seeks
possible strategic alternatives. Newport has been unable to secure
financing for its land projects as of this date and does not at
this time believe it will be able to secure such financing in the
foreseeable future.

Newport is actively pursuing all alternatives including possible
mergers and acquisitions. While the secured debt holder can
exercise the default provision at any time, Newport believes that
it will have adequate time to explore all possibilities currently
available.


NUEVO ENERGY: Closes Sale of Calif. Real Estate Assets for $47MM
----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced the sale of Tonner
Hills, an 810-acre real estate development project located in
Orange County, California, to affiliates of Shea Homes Limited
Partnership and Standard Pacific Corp. for approximately $47
million.

Pursuant to terms of the purchase and sale agreement, $16 million
of the purchase price has been received by Nuevo, $22.5 million
will be received within 90 days and the remaining $8.5 million
will be received upon completion of certain habitat restoration
work performed by Nuevo. In addition, the buyers have assumed the
obligation to perform the oil field accommodation necessary to
render Tonner Hills suitable for a residential housing
development. Tonner Hills overlays the Brea-Olinda Field, a
producing oil and gas field, sold in February 2003.

In a separate transaction, Nuevo sold an office building and
contiguous acreage located in Orcutt, California, to a California-
based private entity for approximately $2.9 million. As of
September 30, 2003, both Tonner Hills and the Orcutt property were
included in assets held for sale on Nuevo's balance sheet.

"Our top priority in 2003 was to monetize non-core assets and
reduce debt outstanding, both of which were accomplished," stated
Jim Payne, Chairman, President and CEO. "In 2003, we sold $132
million of non-core assets, including the aforementioned
properties. Free cash flow from operations combined with proceeds
from non-core asset sales enabled us to eliminate $185 million of
high coupon debt in 2003. The full impact of actions taken in
2003, including a dramatic reduction in debt outstanding and
higher negotiated California crude oil price differentials, will
flow to the bottom-line in 2004. As we enter 2004, we will
continue our strategy of financial discipline as well as seek
growth opportunities using proceeds from the most recent real
estate sales and free cash flow from operations for these
purposes."

Nuevo Energy Company (S&P, BB- Corporate Credit Rating, Stable) is
a Houston, Texas-based company primarily engaged in the
acquisition, exploitation, development, exploration and production
of crude oil and natural gas. Nuevo's domestic producing
properties are located onshore and offshore California and in West
Texas. Nuevo is the largest independent producer of oil and gas in
California. The Company's international producing property is
located offshore the Republic of Congo in West Africa. To learn
more about Nuevo, please refer to the Company's internet site at
http://www.nuevoenergy.com/


NUEVO ENERGY: Ups Realized Price for Calif. Crude Oil Production
----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced that higher crude oil
price differentials have been established for approximately 85% of
its California crude oil production, or 30,500 barrels per day,
which is sold to ConocoPhillips (formerly Tosco) under an existing
long-term contract.

For each type of crude oil that Nuevo produces in California, this
contract provides pricing related to a percentage of the NYMEX
price based on crude oil quality and location differences.

Based upon Nuevo's current crude oil production mix, its new
weighted average crude oil price will be approximately 81.6% of
the NYMEX crude oil price compared to 73.6% under existing pricing
terms. The new crude oil price differentials will be effective
January 1, 2004 until December 31, 2005. Subsequent to this date,
periodic pricing adjustments will be made every two years as
provided for in the contract until the contract expires on
January 1, 2015.

"The new crude oil price differentials for our California crude
oil production are reflective of the current pricing environment,"
stated Jim Payne, Chairman, President and CEO. "As an example, at
a NYMEX crude oil price of $27.50 a barrel and a California
production level similar to 2003, the new crude oil price
differentials will generate an incremental $25 million in cash
flow in 2004 compared to 2003."

In 2004, approximately 15% of Nuevo's crude oil production in
California will be sold at market prices under separate contracts.

Nuevo Energy Company (S&P, BB- Corporate Credit Rating, Stable) is
a Houston, Texas-based company primarily engaged in the
acquisition, exploitation, development, exploration and production
of crude oil and natural gas. Nuevo's domestic producing
properties are located onshore and offshore California and in West
Texas. Nuevo is the largest independent producer of oil and gas in
California. The Company's international producing property is
located offshore the Republic of Congo in West Africa. To learn
more about Nuevo, please refer to the Company's internet site at
http://www.nuevoenergy.com/


OFFSHORE LOGISTICS: Will Fall Short of Analysts' Q4 Estimates
-------------------------------------------------------------
Offshore Logistics, Inc. (NYSE:OLG) announced that its third
quarter financial results will be below current analysts' earnings
expectations. For the three months ended December 31, 2003, the
Company estimates it will generate diluted earnings per share in
the range of $0.18 to $0.25.

The Company's Gulf of Mexico operations were stable during the
December quarter. However, flight activity declines coupled with
higher costs in the North Sea are expected to result in close to
breakeven operating earnings from that market. Cost savings from
the Company's previously announced North Sea restructuring program
will not have an impact on earnings until the fourth fiscal
quarter. Continued poor results on certain contracts in Nigeria
also exerted significant downward pressure on fiscal third quarter
International operating results and margins. These contracts are
under close management review, and negotiations with customers
relating to rate increases are ongoing. However, it will likely
take several months to improve Nigerian margins and return the
Company's International business unit profitability to historical
levels. Foreign exchange transaction losses due to the weakening
of the U.S. dollar are also expected to negatively impact
consolidated earnings.

The Company will release its December 31, 2003 earnings results in
early February 2004 and will announce the day and time of the
release and related conference call at a later date.

Offshore Logistics, Inc. (S&P, BB+ Corporate Credit Rating, Stable
Outlook) is a major provider of helicopter transportation services
to the oil and gas industry worldwide. Through its subsidiaries,
affiliates and joint ventures, the Company provides transportation
services in most oil and gas producing regions including the
United States Gulf of Mexico and Alaska, the North Sea, Africa,
Mexico, South America, Australia, Egypt and the Far East. The
Company's Common Stock is traded on the New York Stock Exchange
under the symbol OLG.


OMEGA HEALTHCARE: Arranges $50-Mill. Acquisition Line of Credit
---------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) has closed on a new
$50 million acquisition line of credit. The Company has also re-
leased six skilled nursing facilities, sold two SNFs and sold its
investment in an Australian asset.

                    Acquisition Line of Credit

Effective December 31, 2003, the Company closed on a four-year,
$50 million revolving acquisition line of credit arranged by GE
Healthcare Financial Services. The acquisition line of credit will
be secured by first liens on potential facilities acquired or
assignments of mortgages made on new acquisitions. The interest
rate of LIBOR plus 3.75% with a 6% floor on the revolving
acquisition line of credit is identical to the Company's existing
Credit Facility also arranged by GE Healthcare Financial Services.

"The combination of our current revolver availability and cash on
hand of approximately $39 million, coupled with the new GE
revolving acquisition line provides the Company with a great deal
of flexibility to initiate a growth strategy in 2004. The Company
is actively reviewing a number of skilled nursing facility and
assisted living facility acquisition opportunities," said Taylor
Pickett, President and CEO of Omega Healthcare Investors, Inc.

                    Sun Healthcare Group, Inc.

Effective January 1, 2004, the Company re-leased five SNFs to an
existing operator under a new Master Lease, which has a 5-year
term and has an initial annual lease rate of $0.75 million. Four
SNFs formerly leased by Sun Healthcare Group, Inc. ("Sun"), three
located in Illinois and one located in Indiana, representing 449
total beds, were part of this transaction. The fifth SNF in the
transaction, located in Illinois, representing 128 beds, was the
last remaining owned and operated facility in the Company's
portfolio.

Also on December 1, 2003 the Company re-leased one SNF, formerly
leased by Sun, located in California and representing 59 beds, to
a new operator under a lease, which has a ten-year term and has an
initial annual lease rate of $0.12 million.

Separately, the Company continues its ongoing restructuring
discussions with Sun. At the time of this press release, the
Company cannot determine the timing or outcome of these
discussions. There can be no assurance that Sun will continue to
pay rent at the current level, although, the Company believes that
alternative operators would be available to lease or buy the
remaining Sun facilities if an appropriate agreement is not
completed with Sun.

As a result of the above-mentioned transitions of the five former
Sun facilities, Sun now operates 35 of the Company's facilities,
down from 50 facilities one year ago. The Company is in the
process of negotiating terms and conditions for the re-lease of
five additional Sun properties with new operators. For the month
of January, Sun remitted approximately $1.55 million in lease
payments or $18.6 million on an annual basis.

               Claremont Healthcare Holdings, Inc.

Effective December 1, 2003, the Company sold one SNF formerly
leased by Claremont Healthcare Holdings, Inc., located in Illinois
and representing 150 beds, for $9.0 million. The Company received
net proceeds of approximately $6.0 million in cash and a $3.0
million, five-year, 10.5% secured note for the balance. This
transaction results in a non-cash, non-FFO accounting loss of
approximately $3.8 million, which will be recorded in the fourth
quarter of 2003.

On November 7, 2003, the Company re-leased two SNFs formerly
leased by Claremont, located in Ohio and representing 270 beds, to
a new operator under a Master Lease, which has a ten-year term and
has an initial annual lease rate of $1.2 million.

Separately, the Company continues its ongoing restructuring
discussions with Claremont regarding the five facilities Claremont
currently leases from the Company. At the time of this press
release, the Company cannot determine the timing or outcome of
these discussions. Claremont failed to pay base rent due during
the fourth quarter of 2003 in the amount of $1.5 million. During
the fourth quarter of 2003, the Company applied security deposits
in the amount of $1.0 million to pay Claremont's rent payments and
the Company demanded that Claremont restore the $1.5 million
security deposit. As of the date of this press release, the
Company has no additional security deposits with Claremont. The
Company is recognizing revenue from Claremont on a cash-basis as
it is received.

                          Other Assets

On December 4, 2003, the Company sold its investment in Principal
Healthcare Finance Trust realizing proceeds of approximately $1.5
million, net of closing costs, resulting in a gain of
approximately $0.1 million. Also in December, the Company sold one
closed facility located in Massachusetts, realizing proceeds of
approximately $0.4 million, net of closing costs, resulting in a
gain of approximately $0.1 million. At the time of this press
release, the Company has six closed facilities remaining with a
total net book value of $2.4 million.

Omega (S&P, B+ Corporate Credit Rating, Stable) is a Real Estate
Investment Trust investing in and providing financing to the long-
term care industry. At June 30, 2003, the Company owned or held
mortgages on 221 skilled nursing and assisted living facilities
with approximately 21,900 beds located in 28 states and operated
by 34 third-party healthcare operating companies.


ORBIMAGE INC: Officially Emerges from Chapter 11 Proceedings
------------------------------------------------------------
ORBIMAGE Inc. (formerly Orbital Imaging Corporation) officially
emerged from bankruptcy protection effective December 31, 2003.  

As previously announced, ORBIMAGE's final plan of reorganization
was confirmed on October 24, 2003 by the United States Bankruptcy
Court for the Eastern District of Virginia.  The company also
officially changed its name to ORBIMAGE Inc.

"Our emergence from bankruptcy protection marks the final
milestone in the new beginning for ORBIMAGE.  Not only do we have
a much stronger balance sheet, we also have a new satellite that's
performing exceptionally well, over $250 million in sales backlog,
an exceptional team of experienced professionals, and solid
business partnerships," said Matt O'Connell, ORBIMAGE's Chief
Executive Officer.  "In addition to ORBIMAGE's bright future, I am
also confident in the growth trend of the commercial remote
sensing industry overall."

As part of the final reorganization, on December 31, 2003 all
existing notes and shares of capital stock of Orbital Imaging
Corporation were cancelled.  Holders of the Company's old notes
and the Company's other general unsecured creditors received $50
million in new Senior Subordinated Notes due 2008 and 6 million
shares of common stock, representing approximately 99% of the
outstanding capital stock of ORBIMAGE Inc.  Holders of certain
debt obligations incurred during the Company's bankruptcy received
approximately $19 million in new Senior Notes due 2008.  
Additionally, holders of the Company's Series A Preferred Stock
received warrants to purchase up to approximately 319,000 shares
of common stock of ORBIMAGE Inc.

ORBIMAGE is a leading global provider of Earth imagery products
and services, with a constellation of digital remote sensing
satellites and a worldwide integrated image receiving, processing
and distribution network. The company currently operates the new
OrbView-3 high-resolution satellite launched on June 26, 2003
which offers one-meter panchromatic (black and white) and four-
meter multispectral (color) digital imagery on a global basis
and the OrbView-2 ocean and land multispectral imaging satellite
that was launched in 1997.

For more information about ORBIMAGE, visit its Web site at
http://www.orbimage.com/


OXFORD INDUSTRIES: Appoints S. Anthony Margolis to Board
--------------------------------------------------------
Oxford Industries, Inc. (NYSE: OXM) announced the appointment of
S. Anthony Margolis to the company's Board of Directors.  

Mr. Margolis is Group Vice President of Oxford Industries as well
as co-founder and Chief Executive Officer of Tommy Bahama.

"The Tommy Bahama business has been a great addition to Oxford and
Tony has been a great addition to the Oxford's senior management
team," commented J. Hicks Lanier, Chairman and President of Oxford
Industries. "We are delighted to have Tony join our board and we
look forward to benefiting from his broad experience in marketing
and brand building."

Oxford Industries, Inc. (S&P, BB- Long-Term Corporate Credit
Rating, Stable) is a leading producer and marketer of branded and
private label apparel for men, women and children. Oxford provides
retailers and consumers with a wide variety of apparel products
and services to suit their individual needs. Oxford's brands
include Tommy Bahama(R), Indigo Palms(TM), Island Soft(TM), Ely &
Walker(R) and Oxford Golf(R). The Company also holds exclusive
licenses to produce and sell certain product categories under the
Tommy Hilfiger(R), Nautica(R), Geoffrey Beene(R), Slates(R),
Dockers(R) and Oscar de la Renta(R) labels. Oxford's customers are
found in every major channel of distribution including national
chains, specialty catalogs, mass merchants, department stores,
specialty stores and Internet retailers. The Company's common
stock has traded on the NYSE since 1964 under the symbol OXM. For
more information, visit its Web site at http://www.oxfordinc.com/


OXFORD IND.: Declares 14% Increase in Quarterly Cash Dividend
-------------------------------------------------------------
Oxford Industries' Board of Directors declared a 14% increase in
the quarterly cash dividend from $0.105 to $0.12 per share of
common stock payable February 28, 2004 to shareholders of record
on February 17, 2004.  This is the 175th consecutive quarterly
cash dividend since Oxford became publicly-owned in 1960.

Oxford Industries, Inc. (S&P, BB- Long-Term Corporate Credit
Rating, Stable) is a leading producer and marketer of branded and
private label apparel for men, women and children. Oxford provides
retailers and consumers with a wide variety of apparel products
and services to suit their individual needs. Oxford's brands
include Tommy Bahama(R), Indigo Palms(TM), Island Soft(TM), Ely &
Walker(R) and Oxford Golf(R). The Company also holds exclusive
licenses to produce and sell certain product categories under the
Tommy Hilfiger(R), Nautica(R), Geoffrey Beene(R), Slates(R),
Dockers(R) and Oscar de la Renta(R) labels. Oxford's customers are
found in every major channel of distribution including national
chains, specialty catalogs, mass merchants, department stores,
specialty stores and Internet retailers. The Company's common
stock has traded on the NYSE since 1964 under the symbol OXM. For
more information, visit its Web site at http://www.oxfordinc.com/


PACIFIC GAS: Asks Court to OK Settlement with Santa Clara City
--------------------------------------------------------------
On March 8, 1990, Pacific Gas and Electric Company and the City
of Santa Clara, California, entered into the Grizzly Development
and Mokelumne Settlement Agreement.  Under the Grizzly Agreement,
PG&E sells, inter alia, capacity and energy to Santa Clara at
prices reflected in the Grizzly Agreement.

On October 3, 2001, Santa Clara filed a timely proof of claim
asserting -- in addition to "reserved claims" -- prepetition
"known claims" amounting $3,285,612 for the energy sold to PG&E
by the City under an Interconnection Agreement among the parties
and for certain royalties owed by PG&E to Santa Clara.  In May
2003, the parties entered into a stipulation, pursuant to which
Santa Clara partially withdrew $44,514 of its Known Claims,
reducing its Known Claims to $3,241,097.

William J. Lafferty, Esq., at Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, in San Francisco, California, says that, because
PG&E has not completed its review and investigation of Santa
Clara's claim, PG&E has not yet determined whether or not it will
object to the claim.  Accordingly, the parties agreed that Santa
Clara's offset rights under Section 553 of the Bankruptcy Code
need not be effectuated until any disputes regarding Santa
Clara's prepetition claims are resolved.

Mr. Lafferty also relates that, as a result of a billing error
that went undetected for several years, PG&E under-billed Santa
Clara for the Power Sale for the period January 1, 1998 through
August 31, 2001.  On November 30, 2001, PG&E filed a Proof of
Claim against Santa Clara, pursuant to Section 900 of the
California Government Code, amounting to $10,419,766 for the
Under-billed Amount.  PG&E subsequently recalculated the Under-
billed Amount and determined that it should be reduced to
$8,458,653.  Santa Clara denies that it is liable for the Under-
billed Amount.

To resolve all outstanding issues without expending the time and
resources associated with further legal proceedings, the parties
stipulate and agree that:

   (a) Santa Clara will pay $4,200,000 to PG&E, in exchange for
       PG&E's release of Santa Clara for all claims arising out
       of the Dispute -- $2,100,000 of the Settlement Payment is
       based on the power sold to Santa Clara by PG&E under the
       Grizzly Agreement before the Petition Date, while the
       remaining $2,100,000 is based on the power sold to Santa
       Clara after the Petition Date;

   (b) Without further delay, Santa Clara will pay to PG&E the
       postpetition amount;

   (c) At the same time, Santa Clara will deposit the prepetition
       amount in a mutually agreeable interest bearing escrow
       account.  The prepetition amount will remain in the escrow
       account until the parties have resolved Santa Clara's
       Proof of Claim, whether by agreement, through settlement
       or other Bankruptcy Court process.  Once Santa Clara's
       Proof of Claim is resolved, the funds in the escrow
       account will be distributed to the parties in the amounts
       that reflect the Settlement.  The cost of establishing and
       maintaining the escrow account will be shared equally by
       the parties; and

   (d) PG&E will withdraw its Claim against Santa Clara, with
       prejudice.  PG&E agrees not to reassert the Claim.

By this motion, PG&E asks the Court to approve the Settlement
Agreement. (Pacific Gas Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PG&E NAT'L: Wants Court Nod for Modified Cash Management Order
--------------------------------------------------------------
On the Petition Date, the PG&E National Energy Group Debtors
obtained permission from the Court to continue using their
existing Cash Management System, Bank Accounts and Checks and
other Business Forms.  The Court also waived the Investment and
Deposit Guidelines established in Section 345 of the Bankruptcy
Code.

Subsequently, the United States Trustee asked for certain
modifications to the form of the Cash Management Order.  The U.S.
Trustee and the NEG Debtors negotiated extensively with respect
to how best to modify the Cash Management Order so as to satisfy
the U.S. Trustee's policy goals while avoiding unnecessary
burdens on the Debtors' estates.

As a result of these negotiations, the U.S. Trustee and the NEG
Debtors agreed on a modified form of Cash Management Order, which
embodies four principal changes or clarifications requested by
the U.S. Trustee:

   (1) The first change requires the Debtors to obtain Court
       approval for the transfer of any funds to non-debtor
       affiliates outside the ordinary course of the Debtors'
       businesses.

       This change modifies the language in the Cash Management
       Order providing for administrative expense status pursuant
       to Sections 503(b)(1) and 507(a)(1) for inter-debtor
       transfers.  The NEG Debtors find this change acceptable
       because they do not intend to make any transfers outside
       the ordinary course of business without seeking prior
       Court approval.  Moreover, the Debtors believe that all
       transfers in the ordinary course of business would, by
       law, enjoy the administrative status referenced in the
       prior version of the Cash Management Order.

   (2) The next change replaces the language allowing the Debtors
       to continue utilizing existing forms without labeling the
       forms with a "debtor-in-possession" designation with the
       language stating that the Debtors are required to comply
       with the Section 345(b) provisions with respect to their
       operating bank accounts.

       This change is also acceptable to the Debtors because they
       already added "debtor-in-possession" to their checks when
       they changed their names.

   (3) The third change adds the requirement that the Debtors
       provide certain additional information in their monthly
       operating reports.

       The U.S. Trustee requested this additional information as
       part of its review of the Debtors' monthly operating
       reports.  The Debtors are more than willing to accommodate
       this request and have, in fact, already begun doing so in
       the September operating reports.

   (4) The final modification spells out certain requirements
       with which the Debtors must comply related to their
       institutional investment policy, rather than simply
       providing for an objection period to their investment
       policy.

       The Debtors reviewed the clarification sought by the U.S.
       Trustee and find it acceptable because their existing
       investments already comply with the clarified standards.

By this motion, the Debtors ask the Court to approve the
amendments to the Cash Management Order. (PG&E National Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-
7000)    


PREMCOR REFINING: Soliciting Proposals for Ethanol Supply
---------------------------------------------------------
The Premcor Refining Group Inc., a wholly-owned subsidiary of
Premcor Inc. (NYSE: PCO), is soliciting proposals from qualified
ethanol suppliers.  

PRG is one of the largest independent petroleum refiners and
suppliers of unbranded petroleum products in the United States.  
The company owns and operates refineries in Texas, Ohio and
Tennessee with a combined crude oil throughput capacity of
approximately 610,000 barrels per day.  PRG sells refined products
through its proprietary distribution system, extensive third-party
arrangements, in the bulk market, and through a variety of product
exchanges.  Products are marketed in the Midwest, Gulf Coast,
Eastern and Southeastern United States.

As a result of its activity in the marketing of transportation
fuels, PRG is a significant consumer of ethanol at its various
locations throughout the Midwest and Southeastern regions of the
United States.  PRG will issue a tender to qualified suppliers
requesting proposals to supply PRG's ethanol requirements.  The
company intends to award one supplier with the entire demand.  The
winning supplier will be required to provide product and inventory
management at the company's designated locations.

Qualified suppliers will be requested to submit proposals for
consideration.  For additional information, interested parties
should contact the company as shown below.

    Contact:
    Proposal Information
    Bernie Topper (203) 698-7517
    Bob Luby (203) 698-7516

    Media
    Joe Watson, (203) 698-7510

                         *    *    *

As previously reported, Fitch Ratings assigned the senior
unsecured debt rating of 'BB-' of Premcor Refining Group to the
proposed offering by the company of $210 million of 6-3/4% senior
notes due 2011.

Fitch also assigned the rating of 'B' to the proposed offering
of $175 million of 7-3/4% senior subordinated notes by the company
due 2012. The Rating Outlook for PRG remains Positive.

Fitch Ratings rates the debt of Premcor Refining Group, as
follows:

                              PRG

        -- $760 million secured credit facility 'BB';
        -- Senior unsecured notes 'BB-';
        -- Senior subordinated notes 'B'.

REDBACK NETWORKS: Consummates Plan and Exits Chapter 11 Process
---------------------------------------------------------------
Redback Networks Inc. (Nasdaq:RBAKD), a leading provider of
broadband networking systems, announced that its plan of
reorganization as confirmed by the U.S. Bankruptcy Court for the
District of Delaware on December 19, 2003 became effective at 6:00
PM Pacific Time on January 2, 2004, and it has exited from
Chapter 11.

"Redback Networks has emerged as a powerful, new company with the
products, technologies, partnerships and customers of a well-
established firm," said Kevin DeNuccio, president and chief
executive officer of Redback Networks. "We successfully completed
the crucial step of financial restructuring in near record time
and are now free to more confidently compete in the dynamic,
growing market for strategic broadband infrastructure."

Redback Networks filed its financial restructuring plan on
November 3, as a "pre-packaged" plan for "fast track" approval by
the court. The court confirmed it 49 days later, on December 19,
2003. During the Chapter 11 process, the company has maintained
all of its normal business operations seamlessly and without
interruption. This schedule meets with NASDAQ's listing
requirements, which include confirmation of the plan of
reorganization by December 23, 2003 and emergence from bankruptcy
by January 6, 2004, and now Redback Networks will face NASDAQ's
minimum bid price conditions. The company's ticker symbol will
include a "D" for the next ten trading days to indicate it has
executed a reverse stock split as a part of its financial
restructuring.

This major step in the restructuring process comes at an opportune
time, as the importance of DSL in the product portfolio of service
providers is on the rise, and many major carriers around the world
are currently contemplating their next-generation broadband DSL
network architectures. Redback has eliminated approximately $467
million of its existing debt and has eliminated $44M in annual
expenses from its expense model, resulting in a stronger financial
model between revenue and expenses. This financial restructuring
gives Redback the ability to address the long-term needs of
existing and potential customers and to participate fully in these
new market growth opportunities.

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

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


REDBACK NETWORKS: Secures $30-Million Equity Funding from TCV
-------------------------------------------------------------
Redback Networks Inc. (Nasdaq:RBAKD), a leading provider of
broadband networking systems, received $30 million in equity
funding from Technology Crossover Ventures (TCV), a premier
provider of growth capital to technology companies.

In addition, the company announced that its plan of reorganization
became effective at 6:00 p.m. Pacific Time on January 2, and it
has successfully completed the Chapter 11 process (please see
separate story).

"Having successfully completed our financial restructuring and
having built a strong and unique position in the growing market
for strategic broadband infrastructure, we are moving down the
path towards profitability and long-term growth," said Kevin
DeNuccio, president and chief executive officer of Redback
Networks. "The funding and endorsement from TCV will ensure
uninterrupted momentum as we continue to move forward and should
serve as a significant sign of progress, furthering the confidence
of our customers and partners."

"We believe that Redback Networks holds an important position in
the quickly expanding market for strategic broadband
infrastructure," said John Drew, General Partner, Technology
Crossover Ventures. "TCV is committed to the long-term success of
our investments, and we're excited to contribute to Redback's
future in a promising market."

In return for their $30 Million investment TCV received 651,749
shares of Series B convertible preferred shares that can be
converted into common stock at a one for ten ratio. TCV also
received warrants exercisable for 1,629,373 shares of common stock
at an exercise price of $5.00 per common share.

The shares of preferred stock and warrants sold to the investors
have not been registered under the Securities Act of 1933.
Accordingly, these securities may not be offered or sold in the
United States, except pursuant to the effectiveness of a
registration statement or an applicable exemption from the
registration requirements of the Securities Act. Redback has
agreed to file a registration statement covering resales of the
common stock issuable upon conversion of the Series B preferred
stock and exercise of the warrants by TCV. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy the common stock.

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

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


ROGERS COMMS: Will Publish 4th Quarter Results on Feb. 12, 2004
---------------------------------------------------------------
Rogers Communications Inc. disclosed selected preliminary
subscriber results for the fourth quarter ended December 31, 2003
and initial financial and operating guidance for 2004.

"Rogers' cable and wireless subscriber results in both the fourth
quarter and for the full year 2003 clearly reflect our continued
success in providing innovation, convenience and value for our
customers," said Ted Rogers, President and CEO of Rogers
Communications. "As our guidance for 2004 suggests, we will remain
disciplined in the execution of our strategy of profitable
growth."

Rogers Communications expects to release fourth quarter 2003
financial and operating results, including full subscriber
results, on or about February 12, 2004.

                           Guidance

The following initial 2004 guidance for revenue, operating profit,
subscriber and capital expenditure levels is forward looking
information. Operating profit is defined as operating income
before depreciation, amortization, interest, income taxes, non-
operating items and non-recurring items, and is a standard measure
that is commonly reported and widely used in the communications
industry to assist in understanding and comparing operating
results. Operating profit is not a defined term under generally
accepted accounting principles. Accordingly, this measure should
not be considered as a substitute or an alternative for net income
(loss) or cash flow, in each case as determined in accordance with
GAAP.

Operating profit guidance reflects the Company's planned adoption
of accounting to expense stock options as required under Canadian
GAAP effective January 1, 2004. The Company estimates that the
additional expense that will be recorded in 2004 on a consolidated
basis associated with this accounting change is approximately $13
million, of which $6 million is expected at Cable, $5 million is
expected at Wireless (before giving effect to the 44%          
non-controlling interest elimination), and $2 million is expected
at Media.

Rogers Cable expects to generate revenue in the $1,910 million to
$1,950 million range and operating profit before management fees
in the $710 million to $730 million range for full year 2004.
Cable estimates it will add between 120,000 and 150,000 net
broadband Internet subscribers and between 100,000 and 120,000 net
digital cable subscribers (households) by the end of 2004. Basic
cable subscriber levels are expected to be flat to a decline of up
to 1%. Total capital expenditures at Cable in 2004 are expected to
be between $440 million and $465 million.

Rogers Wireless expects to report network revenues (excluding
revenue from equipment sales) of approximately $2,240 million to
$2,280 million for the full year 2004. Operating profit before
management fees is expected to be in the $820 million to $845
million range in 2004. Total wireless voice and data net
subscriber additions in 2004 are expected to be approximately
350,000 to 400,000. Total capital expenditures at Wireless in 2004
are expected to be between $400 million and $425 million.

Rogers Media expects to report revenue of approximately $920
million to $940 million and operating profit before management
fees of between $115 million to $120 million in 2004.

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


SIEBEL SYSTEMS: Reports Preliminary Fourth Quarter Fin'l Results
----------------------------------------------------------------
Siebel Systems, Inc. (Nasdaq:SEBL), a leading provider of
eBusiness applications software, announced preliminary results for
the fourth quarter ended December 31, 2003.

The company expects total revenues for the fourth quarter of 2003
to be approximately $365 million and license revenues to be
approximately $150 million. Earnings per share for the fourth
quarter of 2003 are expected to be approximately $0.08 per share.
The company's estimated cash, cash equivalents, and short-term
investments are approximately $2.02 billion as of December 31,
2003, the net result of over $40 million in cash generated from
operations during the quarter offset by a reduction for
acquisitions and other investments including the UpShot and Motiva
transactions which closed in the fourth quarter.

Previous management guidance provided on October 15, 2003 had been
for total revenues for the fourth quarter of 2003 to be in the
range of $335 million to $355 million, license revenues to be in
the range of $120 million to $140 million, and earnings per share
to be $0.05-$0.06 per share.

In addition, Siebel announced the completion of its 2003
reorganization and restructuring activities with the realignment
of its worldwide sales organization into three geographic
operating units -- the Americas, Europe Middle East and Africa,
and Asia Pacific. Each of these units will be headed by veteran
Siebel sales executives with broadened operational
responsibilities who will report directly to the CEO. No
additional charges are expected as a result of this realignment.

Siebel Systems will announce final results for the fourth quarter
of 2003 and for the full year 2003 on January 21, 2004.

Siebel Systems, Inc. (Nasdaq:SEBL) (S&P, BB Corporate Credit and
B+ Subordinated Ratings), is a leading provider of eBusiness
applications software, enabling corporations to sell to, market
to, and serve customers across multiple channels and
lines of business. With more than 3,500 customer deployments
worldwide, Siebel Systems provides organizations with a proven
set of industry-specific best practices, CRM applications, and
business processes, empowering them to consistently deliver
superior customer experiences and establish more profitable
customer relationships. Siebel Systems' sales and service
facilities are located in more than 28 countries.


SMARTIRE SYSTEMS: Raises $2.7M via Private Placement Transaction
----------------------------------------------------------------
SmarTire Systems Inc. (OTCBB: SMTR) realized net proceeds of
$2.725 million from a private placement of discounted unsecured
convertible debentures and warrants to an investment group
consisting primarily of current institutional shareholders.
Complete terms of the financing will be released in the Company's
8-K filing.

Robert Rudman, President and Chief Executive Officer of SmarTire
stated, "This is the fourth significant financing that has been
arranged by our investment bankers and increases the total 2003
financings to approximately $10 million. The net proceeds of this
most recent financing will enable the Company to build inventory
levels and to execute on certain strategic business development
initiatives. Our investment bankers were also instrumental in
arranging our $15 million equity line of credit, which we
previously announced on July 28, 2003. We are very pleased with
the ongoing commitment and support that our financial partner has
demonstrated during this past year."

SmarTire Systems Inc. develops and markets proprietary tire
monitoring systems for the transportation industry worldwide.
Incorporated in 1987, SmarTire is a public company with offices in
North America and Europe. Additional information can be found at
http://www.smartire.com/

                         *    *    *

        Capital Resources and Going Concern Uncertainty

In a Form 10-QSB filed with Securities and Exchange Commission,
SmarTire Systems reported:

"The Company requires additional financing to fund its operations.
The Company has incurred recurring operating losses and has a
deficit of $51,294,373. Although the Company has working capital
of $1,662,348 as at October 31, 2003, during the three month
period ended October 31, 2003, the Company used cash of $1,748,529
in operating activities.

"The Company is pursuing various alternatives to meet its
intermediate and long-term financial requirements. During fiscal
2003, the Company realized gross proceeds of $8,078,000 from
financing activities and arranged a $15 million equity line of
credit to fund its operations. In addition, during the quarter
ended October 31, 2003, the Company realized gross proceeds of
$698,799 from financing activities and subsequent to the end of
the quarter ended October 31, 2003, the Company realized
additional gross proceeds of $1,324,466 from financing activities
to fund its operations. There can be no assurance that additional
financing will be available to the Company when needed or, if
available, that it can be obtained on commercially reasonable
terms. These consolidated financial statements have been prepared
on the going concern basis which assumes that adequate sources of
financing will be obtained as required and that the Company's
assets will be realized and liabilities settled in the ordinary
course of business. Accordingly, these consolidated financial
statements do not include any adjustments related to the
recoverability of assets and classification of assets and
liabilities that might be necessary should the Company be unable
to continue as a going concern.

"We have continued to finance our activities primarily through the
issuance and sale of securities. We have incurred losses from
operations in each year since inception. As at October 31, 2003,
we had an accumulated deficit of $51,294,373. Our net loss for the
quarter ended October 31, 2003 was $3,263,143 compared to
$2,070,373 for the quarter ended October 31, 2002. As of October
31, 2003, our stockholders' equity was $5,605,947 and we had
working capital of $1,662,348.

"Our cash position at October 31, 2003 was $749,304 as compared to
$1,843,694 at July 31, 2003. This decrease was due to the net cash
used in operations partially offset by financing and investing
activities, each as described below.

"Our net loss of $3,263,143 for the quarter ended October 31, 2003
includes non-cash charges of $314,952 for depreciation and
amortization, $120,882 for compensation expense, $1,350,445 for
finance and interest expense and $46,810 for shares and warrants
issued for services received. Decreases in non-cash working
capital during this period amounted to $285,558. Non-cash working
capital changes included decreases in receivables, deferred
revenue, inventory and prepaid expenses and an increase in
accounts payable and accrued liabilities."


SOLUTIA INC: Honoring & Paying Prepetition Employee Obligations
---------------------------------------------------------------
The Solutia Debtors currently employ 5,415 full-time and part-time
hourly and salaried employees, including 740 union employees who
are represented under seven different collective bargaining
agreements.  About 35 of the Employees are employed by Debtor
Axio Research Corporation.  The remainder of the Employees
primarily is employed by Solutia Inc., although Solutia seconds
570 of these Employees to Debtor CPFilms Inc. and allocates the
costs of these Employees to CPFilms.

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, relates that the Debtors depend on the Employees to oversee
virtually every aspect of their businesses, in an extremely wide
range of activities, from product development to distribution,
from finance to human resources, and from manufacturing to
management.  The Employees' skills, their specialized knowledge
and understanding of the Debtors' business operations, their
relationships with customers, vendors and other third parties are
all essential to the Debtors' ability to continue their
operations and reorganize successfully.  Put simply, a
significant unplanned loss of Employees would result in
significant loss on the Debtors' value as a going concern.

The Debtors also rely on the services of 1,632 independent
contractors and temporary employees to perform essential
functions on a cost-effective basis.  Around 50 of the
contractors and temporary employees are employed directly by the
Debtors, and the remainder is employed through contractual
arrangements with 50 temporary employment agencies.

The Debtors carefully reviewed the functions of each of their
temporary employees and independent contractors, as well as the
potential alternate sources of personnel to fulfill those
functions.  The Debtors identified 315 temporary employees and
independent contractors who provide services that are essential
to the functioning of their businesses, who are not likely to be
easily replaceable and who may not be bound by applicable law to
continue providing services to them after the Petition Date.

The Critical Contractors, who include highly skilled
professionals as well as workers who are deeply familiar with the
Debtors' businesses, provide essential labor to the Debtors
primarily with respect to manufacturing, maintenance, security,
legal, sales and distribution services.  The Debtors rely on the
Critical Contractors to operate and maintain their complex
manufacturing facilities located throughout the United States and
perform pharmaceutical consulting services.  In this regard, the
Critical Contractors are essential to maintaining the going
concern value of the Debtors' business operations.  Many of the
Critical Contractors have worked exclusively for the Debtors for
a substantial period of time and are now functioning as employee-
equivalent personnel who have acquired substantial knowledge of
the Debtors' business systems and particularized needs.

The Debtors also believe that there is a substantial risk of
losing some or all of the Critical Contractors if they cannot
timely pay their obligations for the Critical Contractors'
prepetition services.  If that were to occur, the Debtors would
experience disruptions in critical operations until replacement
personnel could be identified, trained and become familiar with
the operations -- all of which would likely involve significant
cost.  The Debtors cannot use their Employees to replace the lost
services, both because they do not have enough Employees for that
purpose and because the Critical Contractors have specialized
knowledge of aspects of the operations that the Employees do not
possess.  Accordingly, the Debtors need to maintain the services
of the Critical Contractors to continue their business operations
without interruption.

         Amounts due to Employees and Critical Contractors

As of the Petition Date, Mr. Reilly reports that many of the
Employees and the Critical Contractors were owed or had accrued
amounts due for wages, salaries, overtime pay, sales commissions,
contractual compensation, sick pay, vacation pay, holiday pay and
other compensation and for reimbursement of business expenses
that the Employees have paid directly.

The Debtors also had outstanding obligations to their Employees
related to:

   (a) periodic payroll deductions for 401(k) savings programs,
       benefit plans, charitable contributions, garnishments,
       support payments, flexible spending accounts, an employee
       stock purchase plan and other similar programs;

   (b) withholdings from the Employees' paychecks for federal,
       state and local income, Social Security, Medicare and
       other taxes; and

   (c) the employer portion of payroll-related taxes.

Mr. Reilly explains that the Prepetition Compensation,
Prepetition Business Expenses, Deductions, Withholdings and Taxes
were unpaid as of the Petition Date because:

      (i) the Debtors maintain 12 different payrolls and some of  
          these payroll periods were interrupted by the
          Chapter 11 filing;

     (ii) certain checks issued to the Employees and Critical
          Contractors before the Petition Date have not yet been
          presented for payment or have not yet cleared the
          banking system and, accordingly, were not honored and
          paid as of the Petition Date;

    (iii) the Employees and Critical Contractors have not yet
          been paid certain of their salaries, contractual
          compensation and wages for services previously rendered
          to the Debtors or have not yet been reimbursed for
          business expenses previously advanced on the Debtors'
          behalf; and

     (iv) certain other forms of compensation, including sick
          pay, vacation pay and holiday pay, relate to
          prepetition services which, although earned in whole or
          in part prepetition, will become payable in the future
          in the ordinary course of business.

The Debtors estimate that, as of the Petition Date, $5,030,000 in
Prepetition Compensation, $100,000 in Prepetition Business
Expenses and $950,000 in Deductions had accrued but remained
unpaid.  About $1,430,000 of the Prepetition Compensation relates
to obligations to the Critical Contractors that had accrued but
remained unpaid.  The Debtors estimate that the Withholdings
total $800,000 and the Taxes attributable to the Prepetition
Compensation total $250,000.

               Obligations under Benefit Programs

The Debtors maintain employee benefit programs for their hourly,
salaried, nonunion Employees and union Employees, including
programs for health, dental, life and disability insurance, a
defined-benefit pension plan, a 401(k) savings plan and other
similar programs.  As of the Petition Date, Mr. Reilly reports
that obligations under the Benefit Program had accrued but
remained unpaid because they will become payable in the ordinary
course of business on a later date.  The obligations are:

     1. Self-Insured Plans

The Debtors maintain self-insured plans that provide medical,
dental, prescription drug, mental health and disability benefits.  
Third parties serve as claims agents for, and process and pay,
claims by the Employees under the Self-Insured Plans.  The
Debtors anticipate that the claims that accrued under the Self-
Insured Plans before the Petition Date will be submitted
postpetition.  Based on historical levels, the Debtors estimate
that $5,423,000 in prepetition claims and related administrative
charges under the Self-Insured Plans will be submitted.

     2. Third-Party Insured Plans

The Debtors maintain certain insured benefit plans under which
they or their Employees contribute to the payment of premiums for
insurance or other coverage provided by third parties.  The
Insured Plans include:

   -- term life insurance,
   -- business travel accident insurance,
   -- accidental death and dismemberment insurance, and
   -- an HMO medical plan.

Based on the historical levels of premiums, the Debtors estimate
that the accrued but unpaid share of premium contributions under
the third-party plans, as of the Petition Date, total $132,000.

     3. Company-Sponsored Benefit Programs

The Debtors sponsor other Benefit Programs under which they or
their Employees contribute to the Benefits provided to the
Employees.  The Benefit Programs include:

   -- 401(k) savings plans,
   -- a defined benefit pension plan,
   -- flexible spending accounts,
   -- an adoption assistance program, and
   -- an Employee assistance program.

Based on the historical levels of participation in the
Non-insured Programs, the Debtors estimate that, as of the
Petition Date, the accrued but unpaid obligation under the Non-
insured Programs aggregate $160,000.

           Amounts due on account of Severance Benefits

In the ordinary course of business, the Debtors maintain a
severance program for eligible non-union Employees pursuant to
which terminated Employees are entitled to:

   (a) lump-sum separation cash payments under a Separation Pay
       Plan in exchange for providing the Debtors with a release
       of any claims;

   (b) the continuation of medical and dental insurance for up to
       four months under the Separation Pay Plan;

   (c) health insurance in accordance with the Consolidated
       Omnibus Budget Reconciliation Act of 1985; and

   (d) benefits from an Employee assistance program.

The Debtors also provide Severance Benefits to former union
Employees in accordance with the applicable collective bargaining
agreements.

According to Mr. Reilly, the Debtors are in the process of
developing a postpetition employee retention program.  Before the
program is developed and presented to the Court for approval,
however, the Debtors find it is necessary to continue to honor
their obligations with respect to the Severance Benefits for the
Employees terminated before the Petition Date.  Payment of the
Severance Benefits without interruption is necessary to avoid the
disruption to the Debtors' businesses that would occur as a
result of the negative effect on the morale of the current
Employees if the Severance Benefits promised to their former co-
workers were not made and the resulting potential attrition of
current Employees.

As of the Petition Date, the Debtors had obligations with respect
to the Severance Benefits for 55 former Employees terminated
before the Petition Date totaling $53,000.  These obligations
resulted primarily from workforce reductions related to the
Debtors' ongoing cost reduction initiatives.

                         Processing Costs

The Debtors incur external costs incident to the Prepetition
Compensation, the Deductions, the Benefit Programs and the
Severance Benefits, including processing costs and administrative
charges.  The Debtors estimate that, as of the Petition Date, the
aggregate Processing Cost total $1,070,000.  The Debtors believe
that the failure to pay the Prepetition Processing Costs would
disrupt the services from third-party providers.  Any delay or
disruption in the payment of the Prepetition Compensation,
Deductions, Prepetition Business Expenses, Prepetition Benefits
and Prepetition Severance Benefits likely would significantly
impair Workforce morale at the very time when the Debtors have a
critical need for dedication, confidence and cooperation from
their Workforce to ensure a smooth transition into operations
under Chapter 11.

At the First Day Hearing, Judge Beatty authorizes the Debtors to
pay their prepetition Employee and Contractor Obligations as well
as the Obligations under the Employee Benefit Plans and related
expenses.  The Court directs all banks and other financial
institutions doing business with the Debtors to receive, process,
honor and pay any and all checks drawn on the Debtors' accounts
for any authorized payments, whether the checks were presented
before or after the Petition Date, provided that sufficient funds
are available. (Solutia Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


SUBURBAN PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Suburban Products, Inc.
        672 Fuller Road
        Chicopee, Massachusetts 01020

Bankruptcy Case No.: 04-40005

Type of Business: The Debtor manufactures and distributes plastic
                  products.

Chapter 11 Petition Date: January 4, 2004

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Francis Lafayette, Esq.
                  P.O. Box 1020
                  Palmer, MA 01069
                  Tel: 413-283-7785

Total Assets: $1,100,000

Total Debts:  $1,932,981

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Donold O. Connor              Term Note                 $387,593
37 Alderbrook Land
West Springfield, MA 01089

City of Chicopee              taxes                      $97,256

Internal Revenue Service      taxes                      $70,000

James O' Connor               vendor                     $45,167

Steven P. Roberts             vendor                     $45,006

VEMS Enterprises              vendor                     $31,431

Westbank                      loan                       $30,433

Frame Master Incorporate      vendor                     $26,708

Lynne O'Connor                vendor                     $26,497

Bacon & Wilson                legal services             $15,391

J.M. O'Brien                  vendor                     $13,129

East Coast Trading, Inc.      vendor                      $9,000

Bay State Gas                 Utility Service             $8,052

Halcyon Waterbed Corp.        vendor                      $7,406

Advantage Business Cards      vendor                      $6,353

Mass. Dept. of Revenue        vendor                      $6,133

USF Red Star                  vendor                      $5,736

SI-CAL. Inc.                  vendor                      $5,151

Aaron Industries Corp.        vendor                      $4,257

Sterling Commerce             vendor                      $3,773


TRANSWITCH CORP: Increases Fourth Quarter 2003 Earnings Guidance
----------------------------------------------------------------
TranSwitch Corporation (NASDAQ:TXCC), a leading developer and
global supplier of innovative high-speed VLSI solutions for
communications applications, updated the outlook of its financial
performance for the fourth quarter, which ended December 31, 2003.

TranSwitch expects fourth quarter net revenues to be approximately
$6.5 million to $7.0 million, as compared to the previous guidance
of approximately $5.3 million. Stronger demand across the
Company's established product lines contributed to the better than
expected net revenues this quarter.

The Company continues to work with its customers to assess first
quarter demand. Additional information will be provided as part of
the Company's fourth quarter financial conference call.

TranSwitch will be releasing its financial results for the fourth
quarter, 2003, on January 20, 2004 at approximately 4:15 pm
Eastern time. A conference call to discuss these results will be
held on that day at 5:30 pm Eastern time. To listen to the live
call, investors can dial (706) 679-0410 and reference leader Peter
Tallian. The call will be recorded and a replay will be available
two hours after the conclusion of the live broadcast through
January 30, 2004. To access the replay, dial (706) 645-9291 and
enter conference ID number: 4801244. Investors can also access an
audio webcast via http://www.vcall.com/by clicking on the  
TranSwitch Corporation conference call link. This audio webcast
will also be available on a replay basis for 10 business days.

TranSwitch Corporation (S&P, B- Corporate Credit Rating,
Negative), headquartered in Shelton, Connecticut, is a leading
developer and global supplier of innovative high-speed VLSI
semiconductor solutions - Connectivity Engines(TM) - to original
equipment manufacturers who serve three end-markets: the Worldwide
Public Network Infrastructure, the Internet Infrastructure, and
corporate Wide Area Networks. Combining its in-depth understanding
of applicable global communication standards and its world-class
expertise in semiconductor design, TranSwitch Corporation
implements communications standards in VLSI solutions which
deliver high levels of performance. Committed to providing high-
quality products and service, TranSwitch is ISO 9001 - 2000
registered. Detailed information on TranSwitch products, news
announcements, seminars, service and support is available on
TranSwitch's home page at the World Wide Web site -
http://www.transwitch.com/


UNITED NATIONAL: Fitch Ups & Withdraws Ratings after PNC Merger
---------------------------------------------------------------
Fitch Ratings has upgraded the ratings for United National Bancorp
following its acquisition by PNC Financial Services Group, Inc.
UNBJ's ratings are removed from Rating Watch Positive where they
were listed effective August 21, 2003, and aligned with PNC's
ratings. At the same time, Fitch has withdrawn UNBJ's ratings in
recognition of the fact that UNBJ has been fully merged with and
into PNC.

          Ratings Upgraded, Removed from Rating Watch Positive
                            and Withdrawn:

                       United National Bancorp

             -- Long-term Senior to 'A' from 'BBB-';
             -- Short-term Senior to 'F1' from 'F3';
             -- Individual to 'B/C' from 'C'.

          Rating Upgraded and Removed from Rating Watch Positive:

                         UNB Capital Trust I

             -- Trust Preferred to 'A-' from 'BB+'.


UNITEDGLOBALCOM INC: Liberty Media Acquires Controlling Stake
-------------------------------------------------------------
UnitedGlobalCom, Inc. (Nasdaq: UCOMA), and Liberty Media
Corporation (NYSE: L, LMC.B) announced that Liberty Media has
acquired all of the outstanding shares of Class B common stock of
UnitedGlobalCom, Inc. from United's founding shareholders.

All of United's holders of its 8,198,016 outstanding shares of
Class B common stock have transferred their Class B shares to
Liberty Media in exchange for 12,576,968 shares of Liberty Media
Series A Common Stock and a cash payment of approximately 50% of
the Founders' estimated federal and state income tax liability
arising from the transaction.  The combination of the Class B
shares with the 307.5 million shares already owned by Liberty
Media gives Liberty Media ownership of approximately 53.6% of
United's common stock representing approximately 92% of the voting
power of United's shares.  In addition, under the Standstill
Agreement entered into by Liberty Media and United, Liberty Media
has the pre-emptive right to purchase an additional 15,173,898
Class A shares.

The restrictions on the exercise by Liberty Media of its voting
power with respect to United have terminated.  The Standstill
Agreement with United limits Liberty Media's ownership of United
common stock to 90 percent of the outstanding common stock unless
it makes an offer or effects another transaction to acquire all
outstanding United common stock.  Under certain circumstances,
such an offer or transaction would require an independent
appraisal to establish the price to be paid to stockholders
unaffiliated with Liberty Media.

Gene W. Schneider has resigned as Chief Executive Officer of
United, but will remain as Chairman of the Board.  Michael T.
Fries, currently President, Chief Operating Officer and a director
of United, has been appointed Chief Executive Officer effective
immediately.  He will also retain the title of President and
become a member of a newly established Executive Committee of the
Board consisting of Mr. Fries, Robert Bennett and John Malone.

Al Carollo, Curt Rochelle and Tina Wildes have resigned from the
board of directors of United.  Paul Gould was appointed to
United's board to fill one of the vacancies.  Mr. Gould is
currently a director of Liberty Media and a Managing Director of
Allen & Company Incorporated, an investment banking services
company.

Mr. Robert Bennett, President and CEO of Liberty Media stated,
"The addition of United makes Liberty Media one of the largest
broadband distribution companies in the world.  United's global
presence, particularly in Europe, provides a distribution platform
from which we can pursue expansion opportunities and launch new
value-added services over United's substantially upgraded
broadband networks."  Mr. Bennett went on to say, "We are looking
forward to working more closely with Mike Fries and the rest of
the management team and we are also very pleased that Gene
Schneider has agreed to remain as Chairman of the company he
helped create."

UnitedGlobalCom -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $2.7 billion -- is the
largest international broadband communications provider of video,
voice, and Internet services with operations in numerous
countries. Based on the Company's operating statistics at June 30,
2003, United's networks reached approximately 12.6 million homes
passed and 8.9 million RGUs, including approximately 7.4 million
video subscribers, 704,200 voice subscribers, and 825,600 high
speed Internet access subscribers.  United's major operating
subsidiaries include UGC Europe, a leading pan-European
broadband communications company; VTR GlobalCom, the largest
broadband communications provider in Chile; as well as several
strategic ventures in video and broadband businesses around the
world.

Visit http://www.unitedglobal.com/for further information about  
the company.

Liberty Media Corporation (NYSE: L, LMC.B) owns interests in a
broad range of companies operating primarily in the areas of
interactive television, international distribution and content,
and television networks.  Liberty Media and its affiliated
companies operate in the United States, Europe, South America and
Asia with some of the world's most recognized and respected
brands, including QVC, Encore, STARZ!, Discovery, UnitedGlobalCom,
Inc., IAC/InterActiveCorp, and The News Corporation.


UNIVERSAL HEALTH: Closes Acquisition of 4 Acute Care Hospitals
--------------------------------------------------------------
Universal Health Services, Inc. (NYSE: UHS) completed the
previously announced acquisition of four acute care hospitals
effective January 1, 2004.

Three hospitals were acquired from Vista Health System and its
affiliate including 228-bed Corona Regional Medical Center located
in Corona, California, 112-bed French Medical Center located in
San Luis Obispo, California and 65-bed Arroyo Grande Community
Hospital located in Arroyo Grande, California.  The Company also
competed the acquisition of a 90% controlling interest in the 306-
bed Pendleton Methodist Hospital in East New Orleans, Louisiana.  
The combined 2004 net revenue of these acquisitions is expected to
be approximately $280 million.

Universal Health Services, Inc. is one of the nation's largest
hospital companies, operating acute care and behavioral health
hospitals, ambulatory and radiation centers nationwide, Puerto
Rico and in France.  It acts as the advisor to Universal Health
Realty Income Trust, a real estate investment trust (NYSE: UHT).

For additional information on the Company, visit
http://www.uhsinc.com/

Universal Health Services' 0.426% bonds due 2020 are currently
trading way below par at about 66 cents-on-the-dollar.


US AIRWAYS: Inks Lease Pacts for Pittsburgh Airport Facilities
--------------------------------------------------------------
US Airways (Nasdaq: UAIR) signed a long-term lease agreement for
10 gates and related terminal and support facilities at Pittsburgh
International Airport, to replace the lease that was rejected as
part of the company's Chapter 11 reorganization.

Under the agreement, US Airways will lease 10 gates and associated
operations and ticketing space on a signatory basis through 2018.  
The balance of 40 gates and other facilities currently used by US
Airways and its US Airways Express carriers at Pittsburgh will be
leased on a month-to-month, non-signatory basis.

Additionally, US Airways has signed a three-year lease agreement
for its current on-airport support facilities, including
maintenance hangars, cargo, mail sorting and foodservice
facilities.  This includes an option for either party to terminate
the agreement with respect to all or part of the facilities after
the first year.

The company said that it will continue to negotiate with the
Allegheny County Airport Authority, Allegheny County and the
Commonwealth of Pennsylvania in the hope that a broader agreement
can be reached in order to maintain its hub operations at
Pittsburgh.  State and local officials are exploring whether new
revenue sources can be devoted to relieve airlines operating at
Pittsburgh of some of the cost of servicing the $640 million debt
load the airport carries.  In the meantime, US Airways has agreed
to operate a schedule close to its existing service at Pittsburgh
through September 2004, in order to allow negotiations to
continue.

"We are quite appreciative of the leadership Allegheny County
Executive Dan Onorato has already demonstrated in reaching an
alternative agreement for facilities while we collectively explore
all other options," said Christopher Chiames, US Airways' senior
vice president of corporate affairs.  "We remain optimistic that
Mr. Onorato can work constructively with Governor Rendell and
the Airport Authority to identify new sources of revenue for the
airport.  Our discussions over the past several months have
demonstrated that all parties recognize that this is about new
revenue and lowering the cost of doing business at the airport for
all airlines, and not a subsidy targeted to US Airways."

Chiames said that US Airways officials recognize that a budget
crisis in the state, and competing state and local fiscal
priorities have extended the process beyond what was originally
envisioned.

"When we rejected the leases last March, effective Jan. 5, 2004,
we believed it gave all parties plenty of time to find a solution
that would allow us to cost-effectively maintain our Pittsburgh
hub," said Chiames. "Despite the lengthy process, our
conversations with public officials remain constructive, and at
the same time, they recognize that we are trying to complete a
financial restructuring that did not end with our emergence from
Chapter 11 last year.  We understand that public officials have
some difficult choices to make, and in turn, they understand that
we must begin making business decisions very soon and that these
negotiations must be concluded quickly."

As a signatory for 10 gates and related facilities, US Airways
still has the largest financial commitment to the Allegheny County
Airport Authority of any airline serving Pittsburgh.

US Airways currently serves nearly 100 destinations nonstop with
approximately 375 daily flights from Pittsburgh International
Airport.


WALTER INDUSTRIES: Names Larry Comegys Pres. of Jim Walter Unit
---------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) announced that Larry Comegys,
a homebuilding executive with extensive experience in the
industry, has been named President of its Jim Walter Homes
subsidiary.

Mr. Comegys, 52, was the Florida Region President for Pulte Homes
in 1997-2002, heading an operation that built over 2,800 homes a
year and generated approximately $500 million in revenue per year.
Prior to that, he served as West Florida Division President for
Pulte Homes, as Vice President/General Manager for UDC Homes in
San Francisco, and as Manager of Planning for Mobil Land
Development Corp. in San Francisco.

Most recently, Mr. Comegys has been a partner in the Wilherst
Group, a commercial and residential developer based in Tampa. He
holds an undergraduate degree from Drew University in Madison,
N.J., and a master's in business administration from the Wharton
School of Business at the University of Pennsylvania.

"We are extremely pleased to have an executive with Larry's
credentials to help us deliver on our growth objectives within the
homebuilding business," said Don DeFosset, Chairman and Chief
Executive Officer of Walter Industries. "His significant
experience at several major homebuilders will be invaluable as he
directs our initiatives beyond traditional on-your-lot
homebuilding."

Mr. Comegys succeeds Mike Roberts, who is retiring after a
distinguished 36-year career with the company. Mr. Roberts, who
was named President of Jim Walter Homes in August 2001, had
previously been Executive Vice President of Jim Walter Homes, and
prior to that, served as Senior Vice President of Field Operations
and Senior Vice President of Construction. During his tenure as
President, Mr. Roberts launched a number of significant
initiatives designed to grow the homebuilding operation's sales,
including the Company's first subdivisions in Alabama and
Louisiana.

Jim Walter Homes, based in Tampa, builds approximately 4,100
affordable homes per year across the South. The company builds
stick-built homes under the Jim Walter Homes, Dream Homes and
Neatherlin Homes brands, and also builds modular homes under the
Crestline Homes brand.

Walter Industries, Inc. (S&P, BB Corporate Credit Rating, Stable)
is a diversified company with five principal operating businesses
and annual revenues of $1.9 billion. The Company is a leader in
homebuilding, home financing, water transmission products, energy
services and specialty aluminum products. Based in Tampa, Florida,
the Company employs approximately 6,300.


WESTAR: Protection One Sale Pact Spurs S&P's Outlook Revision
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit ratings on electric generation and transmission company
Westar Energy Inc. and subsidiary Kansas Gas & Electric Co. and
revised the outlook on the companies to positive from developing.

Approximately $2.67 billion of total debt was outstanding at
Sept. 30, 2003.

The outlook revision results from meaningful actions that Westar
has taken to strengthen its aggressively leveraged balance sheet
and improve its overall financial profile, as well as continued
expectations for additional credit enhancing initiatives.

"As expected, the company has entered into a definitive agreement
to sell its 88% stake in Protection One Inc., its monitored
security business. Importantly, this critical step moves Westar
closer to becoming a pure vertically integrated electric utility,"
said Standard & Poor's credit analyst Barbara Eiseman.

The sale, which is expected to close this quarter, is subject to
Kansas Corporation Commission approval. Since KCC has already
approved a settlement agreement regarding Westar's restructuring
plan, Standard & Poor's expects the commission to endorse the
divestiture.

"The sale price, while lower than originally envisioned, still
enables Westar to reduce its heavy debt burden, but increases the
future amount of common stock issuances needed to achieve
investment-grade ratings," said Ms. Eiseman.

The positive outlook assumes that the sale of Protection One is
actually consummated and reflects the possibility for credit
improvement following completion of Westar's restructuring plan.
Standard & Poor's expects that additional balance sheet improving
initiatives, such as sizable common stock offerings with proceeds
applied toward debt reduction, will be needed to achieve
investment-grade ratings.


WESTPOINT STEVENS: Court Okays American Appraisal as Consultants
----------------------------------------------------------------
The WestPoint Stevens sought and obtained the Court's authority to
employ American Appraisal Associates, Inc. as their consultants to
assist in the valuation and restatement of assets and liabilities
as they emerge from their Chapter 11 cases.

John J. Rapisardi, Esq., at Weil, Gotshal, Manges LLP, in New
York, relates that the Debtors will employ American Appraisal as
Asset Valuation Consultants in accordance with the terms of a
certain letter of agreement dated September 23, 2003.  American
Appraisal will obtain a valuation of all tangible and intangible
assets to enable the Debtors to restate their assets and
liabilities at the appropriate fair value for fresh start
accounting purposes in accordance with Statement of Position 90-
7, Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code, as issued by the American Institute of Certified
Public Accountants.  The Debtors believe that American Appraisal
is uniquely qualified to serve as their Asset Valuation
Consultants because the firm has considerable experience in the
area, which will inure to the benefit of their creditors and
estates.

Mr. Rapisardi states that American Appraisal is one of the
largest independent valuation firms in the world and maintains
expertise in the valuation of intangible assets, real property
and equipment.  American Appraisal provides independent opinions
of the value of assets of companies around the world for a wide
range of purposes, including financial reporting, federal
taxation, collateral financing, corporate restructuring,
bankruptcy, property insurance and general corporate planning
purposes.  Specifically, American Appraisal will:

   (a) assist the Debtors in determining, asset by asset, the
       value of certain tangible and intangible assets, excluding
       working capital assets, leased equipment and personal
       property owned by their employees, appearing on their
       books and records at 45 locations;

   (b) physically inspect assets, which the Debtors believe to
       have a fair market value greater than $25,000 at 28 of
       their locations;

   (c) incorporate into the Valuation the Debtors' intended use
       and associated costs, including the sale of each
       individual asset; and

   (d) provide the Debtors with a Summary Appraisal Report
       intended to comply with the reporting requirements under
       the Uniform Standards of Professional Appraisal Practice.

American Appraisal will be compensated for its Asset Valuation
Services at its customary hourly rates, which vary depending on
the experience level of the engagement team, plus reimbursement
of actual and necessary expenses incurred.  The customary hourly
rates, subject to periodic adjustments, charged by American
Appraisal's personnel anticipated to be assigned to these cases
currently range between $250 and $275 per hour.  American
Appraisal estimates that professional fees for the Asset
Valuation Services incurred during the pendency of the Debtors'
Chapter 11 cases will be $487,000, excluding other necessary
expenses.

Mike Rathburn, Associate General Counsel for American Appraisal,
assures the Court that:

   (a) American Appraisal is not employed by, and has not been
       employed by, any entity other than the Debtors in matters
       related to the Chapter 11 cases; and

   (b) American Appraisal has about 1,000 employees worldwide.
       It is possible that certain of its employees hold
       securities of the Debtors or interests in mutual funds or
       other investment vehicles that may own the Debtors'
       securities.

Mr. Rathburn lists certain interested parties that are current or
former clients of American Appraisal:

       Bank of America
       Morgan Stanley & Co., Inc.
       General Electric Capital Corporation
       Cognis Canada Corporation
       Sears, Roebuck & Co.
       ABN AMRO Advisory, Inc.
       Sun Trust Bank
       Wachovia Bank
       Soceite Generale
       Fidelity
       Credit Suisse
       Dan River, Inc.
       Oxford Industries, Inc.

Mr. Rathburn explains that services currently provided to these
parties are wholly unrelated to any claims that these entities
may have against the Debtors.  None of these relationships or
services currently provided has any relation to the Debtors'
bankruptcy proceedings.  Mr. Rathburn attests that American
Appraisal does not have any connection with, or any interest
adverse to, the Debtors, their creditors, or any other parties-
in-interest. (WestPoint Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WEYERHAEUSER CO.: Will Host Annual Analyst Meeting on May 20
------------------------------------------------------------
Weyerhaeuser Company (NYSE: WY) will issue quarterly earnings
reports before the market opens on these dates:

       Jan. 23  - 2003 fourth quarter and year-end results
       April 23 - 2004 first quarter results
       July 23  - 2004 second quarter results
       Oct. 22  - 2004 third quarter results

The company will hold a live conference call and webcast at 7 a.m.
Pacific (10 a.m. Eastern) the day it announces quarterly earnings.  
Additional details on call-in procedures will be provided prior to
the release of each quarter's results.

Weyerhaeuser also said that it will host its annual analyst
meeting at the Waldorf Astoria in New York on May 20 beginning at
8:30 a.m.  Additional information on the conference will be
provided later.

Weyerhaeuser Company (Fitch, BB+ Senior Unsecured Long-Term
Ratings, Stable Outlook), one of the world's largest integrated
forest products companies, was incorporated in 1900.  In 2002,
sales were $29.1 billion ($18.5 billion US).  It has offices or
operations in 18 countries, with customers worldwide. Weyerhaeuser
is principally engaged in the growing and harvesting of timber;
the manufacture, distribution and sale of forest products; and
real estate construction, development and related activities.  
Weyerhaeuser Company Limited, a wholly owned subsidiary, has
Exchangeable Shares listed on the Toronto Stock Exchange under the
symbol WYL. Additional information about Weyerhaeuser's
businesses, products and practices is available at
http://www.weyerhaeuser.com/


WINSTAR: Chapter 7 Trustee Taps Sklar & Paul as Special Counsel
---------------------------------------------------------------
Christine C. Shubert, Winstar Communications' Chapter 7 Trustee,
seeks the Court's authority to employ Sklar & Paul PC as special
counsel to assist her in specific tasks of collecting judgments in
the Debtors' Chapter 7 cases.

The Trustee recognizes Sklar's extensive experience and knowledge
in the field of collection law.  Sklar will be paid a contingency
fee based on one-third of collected judgments, plus reimbursement
of all costs.

Andrew Sklar, Esq., assures the Court that the firm does not hold
or represent any interest materially adverse to the Debtors'
estates or any class of creditors.  The firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code. (Winstar Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WIRELESS NETWORKS: Closes $10 Million Equity Financing Agreement
----------------------------------------------------------------
Wireless Networks Inc. closed its previously announced $10 million
financing pursuant to an agreement with a syndicate led by Acumen
Capital Finance Partners Limited and including Emerging Equities
Inc. and Leede Financial Markets Inc. Following the closing,
Wireless has approximately $10.1 million in working capital, no
debt, and 5.49 million post-consolidation shares outstanding. In
addition, Wireless has available $5.25 million of non-capital tax
losses which can be applied against future income through 2010.

This successful financing completes the initial recapitalization
and reorganization of Wireless Networks Inc. In early 2004 the
company intends to change its name to "Spry Energy Ltd." and will
complete the consolidation of its outstanding shares on a 95 old
shares for 1 new share basis.

Spry Energy Ltd. will operate as a private oil and gas company
focused on opportunities in Western Canada. The management team
currently includes Mr. Ken Bowie, President and CEO; Mr. Kevin
Adair, Vice President Engineering; Mr. Jeff Screen, Vice President
Operations; and Mr. Vince Ekvall, Vice President Exploration.

Mr. Gary Bugeaud from the law firm Burnet, Duckworth & Palmer LLP
is the Corporate Secretary.

                            *    *    *

As previously reported, Wireless Networks Inc. effected a further
round of layoffs implemented with a view to reducing overhead to
the skeletal level. The Corporation has been unable to secure
further financing from any source and, accordingly, is not able to
proceed with its business plan. Delays in the delivery of
commercial versions of the Corporation's product have exacerbated
the problem as sales have been nominal. Additionally, the TSX
Venture Exchange has advised the Corporation that it does not meet
the minimum listing requirements, a risk that was disclosed in the
Corporation's January 28, 2003 prospectus.

The Corporation is working toward marshalling its remaining
resources in an orderly fashion to address the claims of
outstanding creditors. In that regard, the Corporation is seeking
purchasers of its technology and associated products and looking
for opportunities to combine with other companies who may wish to
take advantage of its tax pools and shareholder base.


WSI MFG.: Wants Nod for Dunlop's Engagement as Special Counsel
--------------------------------------------------------------
WSI Manufacturing, Inc., asks for authority from the U.S.
Bankruptcy Court for the District of Minnesota to continue its
employment of Dunlop, Codding & Rogers, P.C. as special counsel in
on-going patent-related litigation.

Since February 2002, Dunlop Codding has represented WSI in a
patent lawsuit initiated by Petitioners Mark Cheatwood and Chad
Strickland lodged in the U.S. District Court for the Western
District of Oklahoma.  A federal jury found that WSI infringed the
Plaintiffs' patent and awarded the plaintiffs $602,570.  The
judgment can now be appealed and WSI wants Dunlop Codding to
prosecute that appeal.

As of the filing date, WSI owed Dunlop Codding approximately
$100,000 for services rendered in the Patent Litigation.  Although
this is a claim against the debtor's estate, the Debtor asserts
that it is not an interest adverse to WSI in the Patent
Litigation, which is the matter on which the firm is employed.
Pursuant to 11 USC Sec. 1107, WSI argues, a firm is not
disqualified solely because it represented a debtor before the
commencement of the bankruptcy case.

Dunlop Codding's will be paid on an hourly basis under a general
retainer agreement. The hourly rates of those likely to perform
legal services in the Patent Litigation are:

        Attorney                 Position       Hourly Rate
        -------                  --------       -----------
        G. Neal Rogers           Shareholder        $250
        Joseph P. Titterington   Shareholder        $250
        Robert Trent Pipes       Shareholder        $250

The Debtor believes that the firm is disinterested within the
meaning of Section 327(e) of the Bankruptcy Code.

WSI Manufacturing, Inc., filed for Chapter 11 relief on
September 19, 2003 (Bankr. Minn. Case No. 03-46641).  Heather
Brown Thayer, Esq., at Fredrikson & Byron PA represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets of
$500,000 to $1 Million and estimated debts of $1 Million to $10
Million.  
  

* CLLA Supports State-Backed Student Loan Discharges
----------------------------------------------------
The Commercial Law League of America delivered an amicus brief in
support of the Sixth Circuit's decision in Hood v. Tennessee
Student Assistance Corp., 319 F.3d 755 (6th Cir. 2003).  There the
Sixth Circuit rejected the State's assertion of sovereign immunity
as a defense to a debtor's complaint to have a student loan
discharged.  A CLLA summary of that ruling is available at no
charge at

   http://www.cllabankruptcy.org/bankruptcy/march2003.htm#6

Laurence Kaiser, Esq., prepared the League's amicus brief. Mr.
Kaiser graduated from Georgetown University Law Center in 1975 and
has been in private practice in New York City since then.  He has
specialized in bankruptcy since 1980, and was one of the founders
of Piliero Goldstein Kaiser & Mitchell, LLP.  Mr. Kaiser helped
represent six bankruptcy judges during the Marathon constitutional
crisis in 1984.  

Louis S. Robin, Esq., at Fitzgerald, O'Brien, Robin & Shapiro, in
Longmeadow, Mass. (louis.robin@prodigy.net), provides a summary of
the Commercial Law League's arguments to the United States Supreme
Court:

The CLLA has long represented and advocated creditor interests,
but its members recognize that the fair, equitable, uniform and
efficient administration of bankruptcy cases and debtor-creditor
relations requires that all parties, including the States,
participate in the bankruptcy process.  

Had the States retained sovereign immunity from the discharge of
indebtedness (or from other generally applicable bankruptcy court
powers) that would have perpetuated the very disunity, disorder
and uncertainty which the Framers and the People confronted and
rectified when they granted Congress the power to enact uniform
laws on the subject of bankruptcies.  

Mr. Kaiser's discussion turns to the background of bankruptcy at
the end of the 18th Century.  When the Constitution was enacted,
debtors and creditors confronted differing State laws, rights and
remedies.  The hodgepodge of laws and their uneven enforcement
offered debtors no assurance that the protections afforded by the
bankruptcy law of one state would be enforced in another state: a
state cannot by such a law discharge one of its own citizens from
his contracts with citizens of other states, though made after the
passage of the law, unless they voluntarily became parties to the
proceedings in insolvency.  Brown v. Smart, 145 U.S. 454, 457
(1892).  The disparate laws and multiple jurisdictions also
adversely affected creditors. The Colonies began to recognize that
the property of an insolvent belonged to all creditors, not simply
the quickest (Mann at 47-48), but the realization of that ideal
was difficult.  The Framers' response to these problems was two-
fold:

     * First, of course, was to grant Congress the power
       to enact uniform laws on the subject of
       bankruptcies.

     * Second, was the early bankruptcy legislation enacted
       under that power.

Congress turned to bankruptcy legislation in the first session of
the 1st Congress and returned to the subject of bankruptcy in each
of the next four Congresses [enacting bankruptcy legislation in
1800].  Three aspects of the Bankruptcy Act of 1800 provide
compelling evidence that the States did not retain -- and were
understood at the time as having not retained -- sovereign
immunity over the subject of bankruptcies:

     * First, the Bankruptcy Act of 1800 was enacted only
       three years after the enactment of the Eleventh
       Amendment and only seven years after Chisolm v.
       Georgia, 2 Dall. 419 (1793) -- the decision that
       shocked the nation into enacting that amendment.
       College Savings Bank v. Florida Prepaid
       Postsecondary Education Expense Board, 527 U.S. 666,
       669 (1999). It is illogical -- if not extraordinary
       -- to assume that the Congress in 1800 disregarded
       or ignored the recent reaffirmation of the States'
       sovereignty immunity.  Yet, the 1800 Act expressly
       made debts owed to the States immune from discharge.  
       Bankruptcy Act of 1800, Sec. 62.  That affirmative
       statutory grant of immunity would have been
       superfluous if the States had retained sovereign
       immunity in bankruptcy.

     * Second, the 1800 Act contained uniform exemptions
       for debtors. Id., Sec. 34. Nothing in the Act
       suggests an individual debtor could not enforce
       those exemptions against the States or recover
       exempt property in the possession of the State.
       Congress must have understood that that would be the
       result and that debtors would be without a remedy if
       the States -- as they argue today -- enjoyed
       sovereign immunity.

     * Third, the 1800 Act expressly authorized federal
       courts to issue writs of habeas corpus to free
       debtors from state prisons.  Id., Sec. 38.  That
       provision uniquely conferred federal jurisdiction
       over the States and their conduct.  The inclusion of
       the writ of habeas corpus -- without recorded
       dissent or concern -- in the 1800 Act demonstrates
       compellingly that the Framers understood that the
       power to enact uniform laws on the subject of
       bankruptcies was intended to invade the usual
       prerogatives and protections of State sovereignty.

Mr. Kaiser also focuses on the language of the Constitution,
noting the language and placement of the bankruptcy clause (it is
a cardinal principle of statutory construction that a statute
ought to be so construed that no clause, sentence, or word shall
be superfluous, void, or insignificant).  Further, the bankruptcy
discharge is enforced by private suits, ordinarily subject to
sovereign immunity defenses, as opposed to the federal government
bringing suit to enforce the discharge, which might not be subject
to sovereign immunity defenses. Lastly, the dignity of the states
is not affected because the discharge is not utilized to collect
any debts from the states, the uniform application of the
discharge against all creditors, and that the action in the case
at bar is an action to determine whether the discharge applies to
a particular debt.

Although Mr. Kaiser concentrates on the discharge issues at bar,
the history of the Constitution, the language of the clause, and
other related historical issues, he notes the scope of the states'
sovereign immunity arguments.  Taken to an extreme, the States
could avoid automatic stay violations, circumvent fraudulent
transfer and preference actions, frustrate sales free and clear of
liens, and evade turnover actions.  All would deny creditors and
debtors necessary remedies for effective bankruptcy relief.

A full-text copy of the League's Amicus Brief is available at no
charge at:

  http://www.cllabankruptcy.org/bankruptcy/TNStud.v.Hood-AmBrofCommercialLaw.pdf


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 18-19, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Healthcare Transactions
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
         Annual Spring Meeting
            J.W. Marriott, Washington, D.C.
               Contact: 1-703-739-0800 or http://www.abiworld.org  

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 17-18, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Corporation Reorganizations
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

November 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Distressed Investing 2004
         The Plaza Hotel, New York
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org  

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

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

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

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

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

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

                          *********

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

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

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***