TCR_Public/040108.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, January 8, 2004, Vol. 8, No. 5

                          Headlines

AGERE SYSTEMS: Will Host Q1 2004 Results Webcast on January 27
ALPHARMA INC: Declares Quarterly Cash Dividend Payable on Jan 23
AMERCO: Woos Court to Approve Execution of 2 Commitment Letters
AMERICAN NATURAL: Reports Fourth Quarter 2003 Drilling Results
ANALYTICAL SURVEYS: KPMG LLP Expresses Going Concern Doubt

ANC RENTAL: Sues 64 Vendors to Recoup $4 Million in Transfers
ATA AIRLINES: Reports Increased December Traffic and Capacity
AURORA FOODS: First Creditors' Meeting to Convene on January 16
AVOTUS CORP: Grants 9.8 Million New Stock Options to Employees
AVOTUS: Inks Joint Marketing & Sales Relationship with Formity

BELL CANADA: Court Nixes Class Action Suits by BCI Shareholders
BETHLEHEM STEEL: Asks Court to Clear NY Environmental Settlement
CALPINE CORP: Sells Additional $250MM of 4.75% Convertible Notes
CAREMARK RX INC: Will Present at JPMorgan Conference on Tuesday
CLEAN ACQUISITION: Case Summary & 21 Largest Unsecured Creditors

COEUR D'ALENE: Proposes $130-Million Convertible Debt Offering
CONGOLEUM CORP: Appoints Altman Group as Claims and Notice Agent
CONSECO: Court Explains Reasoning Supporting Third-Party Releases
CONSTELLATION BRANDS: Third-Quarter Results Show Strong Growth
COVANTA ENERGY: Court Allows Payment of Danielson & Shaw's Fees

CRESCENT REAL: Firms-Up Sale of Woodlands Interest to Rouse Co.
CRESCENT REAL ESTATE: Rouse Acquires 52.5% Stake in Woodlands
DII INDUSTRIES: Court OKs Trumbull's Appointment as Claims Agent
ELIZABETH ARDEN: S&P Assigns B- Rating to Proposed Sr. Sub. Notes
ENRON CORP: Court Approves Pemex Settlement Proceeds Allocation

EXIDE: Lease Decision Period Extension Hearing Set for Jan. 22
EXTREME NETWORKS: Will Publish Q2 2004 Results on January 15
FALCON PRODUCTS: Weak Profitability Spurs S&P to Cut Ratings
FEDERAL-MOGUL: Court Allows Hoskins to Collect $8.8 Million
FLEMING COS.: Court to Consider Disclosure Statement on Jan. 21

FORMICA CORPORATION: Claim Trading Activity Report
GINGISS GROUP: Taps Tabet Divito as Insurance Litigation Counsel
HASBRO INC: Will Publish Fourth-Quarter Results on February 9
HAWAIIAN AIRLINES: Ranked #1 by DOT for On-Time Service in Nov.
HAYES LEMMERZ: Wins Supply Agreement with Strick Corporation

HAYNES: S&P Junks Ratings over Balance Sheet Restructuring News
HOVNANIAN ENT.: Reports 37% Increase in Net Contracts for Dec.
INDIANAPOLIS POWER: First Mortgage Bonds Gets S&P's BB+ Rating
INTERNATIONAL MULTIFOODS: Posts Improved Q3 Fiscal 2004 Results
INTERNATIONAL WIRE: Promotes Six Senior Management Officers

IT GROUP: Outlines Disbursing Agent's Powers & Duties Under Plan
JACKSON PRODUCTS: Majority of Noteholders Back Workout Plan
KAISER: Obtains Go-Signal to Sell Parcel 2 in Mead, Washington
KB GROUP: Case Summary & 11 Largest Unsecured Creditors
KB HOME: Enters South Carolina with Palmetto Homes Acquisition

LASERSIGHT INC: Files Reorganization Plan in S.D. of New York
LESLIE'S POOLMART: S&P Affirms Ratings & Changes Outlook to Pos.
LEVEL 3 COMMS: Files Forbearance Petition with FCC on VoIP
LTV CORP: Judge Bodoh Clears PBGC Settlement & Release Agreement
MAGELLAN HEALTH: S&P Assigns Low-B Counterparty & Sr. Debt Ratings

MESABA AVIATION: Flies 156 Mill. Revenue Passenger Miles in Dec.
MIRANT CORP: Equity Committee Hires Peter J. Solomon as Advisor
MOODY'S: Appoints Raymond W. McDaniel Chief Operating Officer
MOSAIC GROUP: Wants Plan-Filing Exclusivity Extended to April 30
MP STEEL CORP: Case Summary & 60 Largest Unsecured Creditors

N-VIRO INT'L: Receives New Patent in Organic Waste Management
N-VIRO INT'L: Liquidity Issues Raise Going Concern Uncertainty
NOMURA ASSET: Fitch Takes Rating Actions to Series 1998-D6 Notes
NORTH AMERICAN LIABILITY: Provides Details of Merger Transaction
NORTHWEST AIRLINES: Dec. Results Show Traffic & Capacity Decline

NOVA CHEMICALS: Will Issue $400MM Sr. Notes via Private Offering
NRG ENERGY: Supplements Creditor Distribution Information
OLD WEST ANNUITY: S&P Revises Counterparty Credit Rating to R
PACIFIC GAS: Expands Vantage Consulting Inc.'s Engagement Scope
PAPER WAREHOUSE: Will Auction Minn. Office Bldg. on Jan. 27, 2004

PARMALAT GROUP: SEC Sues Debtors, Seeking $1.5 Billion in Fines
PETCO ANIMAL: November Quarter Results Enter Positive Territory
PG&E NATIONAL: Enron Sues NEGT Energy Debtor to Recover $13 Mil.
PILLOWTEX CORP: Wants More Time to Make Lease-Related Decisions
PREMCOR INC: Will Publish Fourth Quarter 2003 Results on Jan. 29

PREMIER ENTERTAINMENT: S&P Rates $150M First Mortgage Notes at B-
PSYCHIATRIC SOLUTIONS: Arranges New $50 Million Credit Facility
QUINTEK: Sets-Up Standards for Encoding Digital Data on Microfilm
R & L ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors
REDBACK NETWORKS: Signs-Up PricewaterhouseCoopers as Accountants

SIX FLAGS: Fixes February 1 as Record Date for PIERS Dividend
SLATER STEEL: Will Unveil CCAA Liquidating Plan Tomorrow
SOLUTIA INC: Honoring & Paying Prepetition Lien & Custom Claims
TEEKAY SHIPPING: Declares Cash Dividend Payable by Month-End
TRI-UNION DEV'T: Signs-Up Bright and Brown as California Counsel

TYCO INT'L: Look for First-Quarter Fin'l Results on February 3
UNICO CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
UNITED STATES CAN: Proposes Exchange Offer for 10-7/8% Sr. Notes
UNITY WIRELESS: Inks Development Pact with Tier-One Customer
US AIRWAYS: December 2003 Revenue Passenger Miles Up by 3.4%

WEIRTON STEEL: Wants Nod for Amended Houlihan Lokey's Engagement
WERNER HOLDINGS: Holding Bondholder Conference Call Today
WESTPOINT STEVENS: Taps Yantek as Executory Contract Consultants
WESTPORT RESOURCES: Allan Keel Will Head Gulf of Mexico Division
WHEELING-PITTSBURGH: Caps Raw Materials Surcharge at $30 per Ton

W.R. GRACE: Woos Court to OK Foreign Subsidiaries' Restructuring
XO COMMUNICATIONS: Concludes $200 Million Rights Offering

                          *********

AGERE SYSTEMS: Will Host Q1 2004 Results Webcast on January 27
--------------------------------------------------------------
Agere Systems (NYSE: AGR.A, AGR.B) will host a webcast on Tuesday,
January 27, 2004, to report its financial results for the first
quarter of fiscal 2004, ended December 31, 2003.  The company
invites investors and others to listen to the earnings conference
call live over the Internet at 8:30 a.m. EST.

     What:   Agere Systems First Quarter Fiscal 2004
              Earnings Announcement
     When:   Tuesday, January 27, 2004, 8:30 a.m. EST
     Where:  http://www.agere.com/webcast/
     How:    Log on to the web at the address above, and click on
             the Audio link.

Subsequent to the conference call, the webcast will be available
on the Agere Web site at http://www.agere.com/webcast/

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


ALPHARMA INC: Declares Quarterly Cash Dividend Payable on Jan 23
----------------------------------------------------------------
Alpharma Inc., declared a regular quarterly cash dividend of
$0.045 per common share.  The dividend is payable January 23, 2004
to all shareholders on record as of January 13, 2004.

Alpharma Inc. (NYSE: ALO) (S&P, BB- Corporate Credit and Senior
Secured Debt Ratings) is a growing specialty pharmaceutical
company with expanding global leadership positions in products for
humans and animals. Uniquely positioned to expand internationally,
Alpharma is presently active in more than 60 countries.  Alpharma
is the #5 manufacturer of generic pharmaceutical products in the
U.S., offering solid, liquid and topical pharmaceuticals.  It is
also one of the largest manufacturers of generic solid dose
pharmaceuticals in Europe, with a growing presence in Southeast
Asia.

Alpharma is among the world's leading producers of several
important pharmaceutical-grade bulk antibiotics and is
internationally recognized as a leading provider of pharmaceutical
products for poultry, swine, cattle, and vaccines for farmed-fish
worldwide.

Alpharma press releases are also available at its Web site:
http://www.alpharma.com/


AMERCO: Woos Court to Approve Execution of 2 Commitment Letters
---------------------------------------------------------------
The AMERCO Debtors seek the Court's authority to execute:

   (a) a commitment letter dated December 1, 2003 with Canyon
       Capital Advisors LLC, as purchaser; and

   (b) a commitment letter dated December 4, 2003 with Double
       Black Diamond Offshore LDC and Black Diamond Offshore Ltd
       -- the Carlson Funds.

Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, relates that since the inception of these Chapter
11 cases, the Debtors have worked diligently to reach consensual
agreements with their major creditor constituencies regarding the
treatment of claims in a plan of reorganization.  To date, the
Debtors have reached written agreements regarding consensual plan
treatment with the Official Committee of Unsecured Creditors, the
holders of AREC unsecured notes and JP Morgan Chase Bank, as
agent for the lenders under the Debtors' $205,000,000 secured
credit facility.

The Debtors' agreement with the creditor constituencies are
memorialized in these Restructuring Agreements:

   (i) a restructuring agreement dated August 12, 2003 between
       the Debtors and the AREC Noteholders;

  (ii) the Amerco-Revolver Lenders Restructuring Agreement dated
       September 8, 2003 between the Debtors and JPMorgan; and

(iii) the Plan Support Agreement dated November 12, 2003
       between the Debtors and the Committee.

Furthermore, the terms of the Restructuring Agreements are
incorporated into the Debtors' First Amended Joint Plan of
Reorganization.

In brief summary, the Plan provides for the full and final
satisfaction of all claims against the Debtors and leaves equity
interests unimpaired.  The claims of the Debtors' major secured
and unsecured creditors will be satisfied with the combination
of:

   (a) cash;

   (b) $350,000,000 in principal amount of new notes -- the Term
       Loan A Notes -- to be issued in conjunction with a
       $550,000,000 exit financing facility;

   (c) $200,000,000 in principal amount of new notes -- the Term
       Loan B Notes -- to be issued pursuant to an indenture
       agreement; and

   (d) a $200,000,000 note issued by SAC Holding Company, a co-
       proponent of the Plan.

Mr. Beesley notes that the terms of the Plan and Restructuring
Agreements impose several obligations on the Debtors in
connection with the Term Loan B Notes.  The Restructuring
Agreement require the Debtors to use their best efforts to
arrange for a placement of a portion of the Term Loan B Notes
with institutional investors that are not affiliated with the
Debtors.  Moreover, under the Plan, the amount of cash and other
consideration received by JPMorgan, the AREC Noteholders and
Amerco's unsecured creditors will vary according to the Debtors'
ability to arrange for the placement of a certain amount of Term
Loan B Notes with independent investors.

It is anticipated that the interest rate of the Term Loan A Notes
will be higher than that of the Term Loan B Notes.  Accordingly,
if the Debtors are unable to place at least $20,000,000 of Term
Loan B Notes with independent institutional investors, and the
right of JPMorgan and the AREC Noteholders to take additional
Term Loan A Notes is thus triggered, the reorganized Debtors will
incur increased costs to service the obligations under the
securities issued to JPMorgan and the AREC Noteholders.  Thus, it
is in the best interests of the Debtors to ensure that at least
$20,000,000 of Term Loan B Notes are placed with independent
institutional investors.

To facilitate a decrease in the debt service obligations of the
reorganized Debtors, Mr. Beesley informs Judge Zive that the
Debtors entered into the Commitment Letters with CCA and the
Carlson Funds.  The Commitment Letters provide, among other
things, that the Debtors will issue, and CCA and the Carlson
Funds will each purchase $15,000,000 of Term Loan B Notes in
connection with the consummation of the Plan.  Thus, the closing
of the note issuance contemplated by the Commitment Letters will
enable the Debtors to ensure that at least $30,000,000 in Term
Loan B Notes are placed with independent investors.

The principal terms of the Commitment Letters are:

A. Issuer

   Amerco

B. Guarantors

   All Amerco U.S. affiliates and subsidiaries will guarantee
   all of Amerco's performance and payment obligations, with the
   exception of Republic Western Insurance Company, Oxford Life
   Insurance Company and SAC Holding Corporation.

C. Issuance

   CCA and the Carlson Funds will each receive $15,000,000 in
   Term Loan B Notes pursuant to the note purchase agreement and
   the Plan, and subject to an indenture.

D. Closing

   The Commitment Letters will expire if the contemplated
   transactions are not consummated on or before March 1, 2004.

E. Maturity

   The Term Loan B Notes matures five years from date of
   issuance.

F. Security

   The Term Loan B Notes will be secured by perfected second
   liens and security interests on substantially all of the
   assets of Amerco and the Guarantors as provided in the Exit
   Facility.  The liens and security interests will not attach
   to any assets that are not collateral under the Exit Facility.

G. Use of Proceeds

   To fund the Plan and provide working capital and for general
   corporate purposes.

H. Interest

   The Term Loan B Notes bear interest at a 9% annual rate,
   payable quarterly in arrears.  In the event of a default, the
   applicable interest rate on the Term Loan B Notes will
   increase by 2%.

I. Payment Premiums

   The Term Loan B Notes will bear these payment premiums:

   (a) prior to and including the first anniversary -- not
       callable;

   (b) after the first anniversary but prior to the second
       anniversary -- 105.5% of par;

   (c) after the second anniversary but prior to the third
       anniversary -- 104.5% of par;

   (d) after the third anniversary but prior to the fourth
       anniversary -- 101.0% of par; and

   (e) after the fourth anniversary -- at par.

J. SEC Registration

   The Term Loan B Notes issued to the Noteholders will be
   issued as a private placement pursuant to SEC Regulation D.
   Amerco will offer to exchange the Term Loan B Notes pursuant
   to a registered exchange offer filed with the SEC within 60
   days of closing and effective within 90 days thereafter so
   that the Term Loan B Notes will become part of a public and
   freely tradable $200,000,000 issuance thereafter.  Failure to
   offer the exchange will result in a 0.25% increase annual
   interest rate for the first quarter or portion thereafter
   during the failure and 0.5% for each quarter or portion
   thereof thereafter up to a maximum increase of 2.0%.

K. Fees and Costs

   The Debtors will pay these fees and costs to each of the
   Noteholders under the Commitment Letters:

   (a) a $100,000 commitment fee to be paid on the date the
       Commitment Letters are executed;

   (b) a $300,000 closing fee on the date the Note Purchase
       Agreement is closed;

   (c) a $150,000 work fee to be paid on the date of execution
       of the Commitment Letters to cover the time and third
       party expenses incurred by the Noteholders in connection
       with the Note Purchase Agreement; and

   (d) a $75,000 break-up fee to be paid to the Noteholders if
       the Note Purchase Agreement is not closed before
       March 1, 2004 or the Debtors engage in any discussions or
       negotiations with another investor to obtain an
       alternative transaction with respect to that
       contemplated by the Commitment Letters prior to April 1,
       2004.

L. Events of Default

   The Note Purchase Agreement and Indenture will include
   customary events of default, including, without limitation:

   (1) payment default,
   (2) failure to perform covenants,
   (3) breach of representations and warranties,
   (4) cross defaults,
   (5) initiation of bankruptcy proceedings,
   (6) failure of liens, and
   (7) the existence of judgments or attachments.

M. Indemnification

   The Note Purchase Agreement will contain customary
   indemnification provisions in favor of the Noteholders.

Mr. Beesley asserts that pursuant to Sections 105(a) and
503(b)(1) of the Bankruptcy Code, the Commitment Letters should
be approved because:

   (a) Given the magnitude of the debt offering contemplated
       under the Commitment Letters, the number and type of
       institutional investors that are capable and willing to
       enter into these transactions is limited;

   (b) After appropriate investigation and analysis, the
       Debtors' management reasonably concluded that CCA and
       the Carlson Funds' proposals were the best alternative
       available; and

   (c) Payment of various fees and charges relating to the
       Commitment Letters and similar transactions are generally
       allowed under Section 364 of the Bankruptcy Code. (AMERCO
       Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


AMERICAN NATURAL: Reports Fourth Quarter 2003 Drilling Results
--------------------------------------------------------------
American Natural Energy Corporation (TSX Venture: ANR.U) drilled 3
gross (.98 net) wells during the fourth quarter of 2003.  

The wells were drilled within ANEC's ExxonMobil Joint Development
project in St. Charles Parish, Louisiana.  The first well, known
as the DSCI-145, has been completed at vertical depths ranging
from 8,200 to 8,323 feet.  The DSCI-145 is currently producing
natural gas at an initial rate of 1.0 mmcf/d along with 5 barrels
of condensate.  The well is currently producing at 2,700 lbs.
flowing tubing pressure on a 9/64 choke.  A second well, known as
the DSCI-149, is currently being completed at vertical depths
ranging from 7,310 to 7,370 feet.  A gravel pack is being
installed and production testing is expected to begin by the end
of the first week of January.  A third well, known as the
ExxonMobil Fee 3, was drilled to a vertical depth of 7,767 feet
and was plugged at the completion of drilling operations.

Drilling of the ExxonMobil Fee 3 has been undertaken pursuant to
an amendment to the original ExxonMobil Joint Development
Agreement by adding an additional 1,280 acres to the joint
development acreage area. The term of the Agreement has also been
extended by one year to November 2007.

ANEC intends to spud a fourth well, the ExxonMobil Fee 2, in
approximately mid to late January.  The well will be drilled to a
vertical depth of 8,300 feet.

ANEC is a Tulsa, Oklahoma based independent exploration and
production company with operations in St. Charles Parish,
Louisiana.  
    
                         *    *    *

               Liquidity and Capital Resources

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

The Company has sustained substantial losses in the first three
quarters of 2003 and for the year 2002, totaling approximately
$3.9 million and $8.6 million, has a stockholders' deficit of $3.9
million and $1.4 million at September 30, 2003 and December 31,
2002, a working capital deficiency of approximately $3.6 million
all of which lead to questions concerning the ability of the
Company to meet its obligations as they come due. The Company also
has a need for substantial funds to develop its oil and gas
properties.

The Company's financial statements have been prepared on a going
concern basis which contemplates continuity of operations,
realization of assets and liquidation of liabilities in the
ordinary course of business. As a result of the losses incurred
and current negative working capital, there is no assurance that
the carrying amounts of assets will be realized or that
liabilities will be liquidated or settled for the amounts
recorded. The ability of the Company to continue as a going
concern is dependent upon adequate sources of capital and the
ability to sustain positive results of operations and cash flows
sufficient to continue to explore for and develop its oil and gas
reserves.

In the ordinary course of business, the Company makes substantial
capital expenditures for the exploration and development of oil
and natural gas reserves. Historically, the Company has financed
its capital expenditures, debt service and working capital
requirements with the proceeds of debt and private offering of its
securities. Cash flow from operations is sensitive to the prices
the Company receives for its oil and natural gas.

A reduction in planned capital spending or an extended decline in
oil and gas prices could result in less than anticipated cash flow
from operations and an inability to sell more of its common stock
or refinance its debt with current lenders or new lenders, which
would likely have a further  material adverse effect on the
Company.

The net proceeds of the Convertible Secured Debenture issuance,
after the payment of various debt and payables obligations, are
being used to fund the Company's exploration program on its
ExxonMobil joint development area. To the extent additional funds
are required to fully exploit and develop this area, it is
management's plan to raise additional capital through the sale of
its common stock, however, it currently has no firm commitment
from any potential investors.


ANALYTICAL SURVEYS: KPMG LLP Expresses Going Concern Doubt
----------------------------------------------------------
Analytical Surveys, Inc. (Nasdaq: ANLT), the leading provider of
utility-industry data collection, creation and management services
for the geographic information systems markets, announced that its
financial statements issued on December 29, 2003, contained a
going-concern qualification from its auditors relating to the
Company's fiscal 2003 financial statements.  

This announcement is in compliance with the new Nasdaq Rule
4350(b) requiring separate disclosure of receipt of an audit
opinion that contains a going-concern qualification, and does not
reflect any change or amendment to the financial statements issued
on December 29, 2003.

The Company's independent auditor, KPMG, LLP, has issued such a
going-concern qualification on the financial statements of the
Company for each fiscal year since the fiscal 2000 results were
reported on January 17, 2001. The going-concern qualification was
issued by KPMG based on the significant operating losses reported
in fiscal 2003 and 2002 and a lack of external financing to fund
working capital and debt requirements.

Since fiscal 2000, ASI has replaced the Board of Directors and
senior management team, eliminated all bank debt and recapitalized
the Company with a convertible debenture, and is implementing a
corporate turnaround effort designed to improve operating
efficiencies, reduce and eliminate cash losses and position ASI
for profitable operations.  Additionally, the Company's sales and
marketing team is pursuing market opportunities in both
traditional digital mapping and newly launched data management
initiatives.

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


ANC RENTAL: Sues 64 Vendors to Recoup $4 Million in Transfers
-------------------------------------------------------------
The ANC Rental Corporation Debtors seek to recover $3,955,841 paid
to 64 vendors during the 90-day period before the Petition Date.  
The Debtors assert that the payments were preferential in nature
and are avoidable pursuant to Section 550(a) of the Bankruptcy
Code.

The Debtors ask Judge Walrath to:

   -- direct the 64 Vendors to return the money, plus interest  
      and costs; and  

   -- pursuant to Section 502(d), disallow any claim by the  
      Vendors against them until the Vendors pay in full the
      amount owed.

The Vendors are:

      Vendors                              Amount of Transfer
      -------                              ------------------
      A1 Auto and Body Shop                          $111,042
      A1 Paint & Body, Inc.                             9,560
      AA Aloha Cars-R-Us Inc.                          19,540
      ABQ Collision, Inc.                              14,011
      Ace Appearance Center, Inc.                      12,401
      Active Collision Repairs                          8,966
      Adachi, Inc.                                      7,811
      Advanced Lighting Services, Inc.                 17,509
      Air Canada, Inc.                                168,148
      Alberta Body & Paint                             16,765
      Alberto Rodriguez                                 7,900
      Aliz Body Shop Towing                            23,093
      All Car Collission and Body, Inc.                13,378
      All City Towing Service, Inc.                     8,630
      All Points International                         22,917
      Amer Autoplex Collission Center                   9,797
      Ameraparts International LLC                      8,450
      America Auto Collission, Inc.                    17,091
      Auto Drive Express, Inc.                        224,178
      Automotive Networks, Inc.                         8,946
      Automotive Services of Hawaii LLC                16,166
      Autoreg LLC                                       8,116
      Avis Holdings Group                               7,691
      Azady Shuttle Service                           145,239
      B & M Towing Services, Inc.                      11,873
      B & R Towing LLC                                  9,256
      Bachman Chevrolet, Inc.                          12,015
      Bank of America Corporation                      60,015
      Bay Area Automotive Group                         9,436
      Beartooth Auto Delivery, Inc.                    10,055
      Doan Chevrolet Oldsmobile LLC                    23,786
      Dominion Short Pump, Inc.                         8,866
      Don Drennen Motor Company                        37,795
      Don Massey Cadillac, Inc.                       153,866
      Donald L. Hawley, Inc.                            8,989
      Dorschel Automotive Group                        34,102
      Double S Lawn Service                             8,800
      Double U, Inc.                                   19,351
      Doxon Toyota of Auburn                            9,648
      Dr. Dent of Gladstone                             8,475
      E & R Towing, Inc.                               11,518
      Eagle Collision, Inc.                            15,223
      East Rutherdord Auto Body                        13,969
      Eddie's Mechanics & Body Repair, Inc.             8,793
      Elhgin Ohare Auto Body & Repair, Inc.            20,807
      Eminent Domain, Inc.                              8,900
      Encantada Tours, Inc.                            10,039
      Encompass Global Technologies, Inc.              29,921
      Extra Man                                        12,355
      Fabrion of St. Louis, Inc.                       21,115
      Fried Frank Harris Shriver & Jacobson         2,185,099
      J Deluz Auto Body Repair                         12,487
      Jack Taylor Alexandria Toyota                     9,142
      Japs Olson Company                               71,316
      Jays Auto Body                                    8,334
      Jeff Belzer Chevrolet & Dodge, Inc.              18,659
      Jeff Wyler Automotive Family, Inc.               19,253
      Jennings Auto Repair Paint & Body                 7,522
      Jerry Ulm Dodge, Inc.                            18,023
      Jethrows                                         18,209
      Jim Lupient Oldsmobile, Inc.                     29,153
      Jim Reed Chevrolet, Co.                          29,766
      JM Auto Body Shop                                22,690
      Joe Ponders Used Cars, Inc.                      19,882
                                                   ----------
                                                   $3,955,841
(ANC Rental Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Reports Increased December Traffic and Capacity
-------------------------------------------------------------
ATA Airlines, Inc., the principal subsidiary of ATA Holdings Corp.
(Nasdaq: ATAH), reported that December scheduled service traffic,
measured in revenue passenger miles (RPMs), increased 15.2 percent
on 19.8 percent more capacity, measured in available seat miles
(ASMs), compared to 2002.  

ATA's December scheduled service passenger load factor decreased
2.8 points to 68.7 percent, and passenger enplanements grew by
11.9 percent compared to 2002.  ATA enplaned 897,738 scheduled
service passengers in December and 10,464,348 for the entire year
of 2003, which is an increase of 18.1 percent over 2002.

ATA Holdings Corp. common stock trades on the Nasdaq Stock Market
under the symbol "ATAH."  As of December 31, 2003, ATA has a fleet
of 32 Boeing 737-800s, 15 Boeing 757-200s, 12 Boeing 757-300s, and
6 Lockheed L-1011s. Chicago Express Airlines, Inc., the wholly
owned commuter airline based at Chicago-Midway Airport, operates
17 SAAB 340Bs.

ATA -- whose corporate credit is rated by Standard & Poor's at
'B-' -- is the nation's 10th largest passenger carrier, based on
revenue passenger miles and operates significant scheduled
services from Chicago-Midway, Indianapolis, St. Petersburg, Fla.
and San Francisco to over 40 business and vacation destinations.
Stock of the Company's parent company, ATA Holdings Corp.
(formerly known as Amtran, Inc.), is traded on the Nasdaq stock
market under the symbol "ATAH." For more information about the
Company, visit the Web site at http://www.ata.com/


AURORA FOODS: First Creditors' Meeting to Convene on January 16
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, has called for a
meeting of the Aurora Foods Debtors' creditors pursuant to Section
341(a) of the Bankruptcy Code to be held on January 16, 2004 at
10:00 a.m. at the Office of the United States Trustee, District of
Delaware, at J. Caleb Boggs Federal Building, 2nd Floor, Room
2112.  

All creditors are invited, but not required, to attend.  This
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath. (Aurora Foods Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


AVOTUS CORP: Grants 9.8 Million New Stock Options to Employees
--------------------------------------------------------------
Avotus Corporation (TSX Venture: AVS) issued an aggregate of
9,850,000 new stock options to eligible employees and directors.

These stock options were issued as a part of the increased stock
option pool previously announced on October 29, 2003. The new
options have been issued at $0.16. The options will not be
exercisable unless and until the debentures held by Jefferson
Partners and RoyNat are converted and shareholder approval has
been obtained. The grant of these options is also subject to
regulatory approval.

The total number of new options issued is based upon the
assumption that all debentures currently held by Jefferson
Partners and RoyNat are converted at $0.16. Should less than the
full amount of the debentures outstanding be converted, the number
of options exercisable will be rateable to the amount actually
converted, so that the options exercisable will never exceed 20%
of the issued and outstanding common shares of Avotus.

In addition, Avotus has issued 1,332,090 stock options to eligible
employees and directors in exchange for a like number of stock
options that were previously surrendered by those employees and
directors on June 30, 2003 pursuant to the voluntary stock option
exchange program. These options have also been issued at $0.16.

Avotus provides solutions that dramatically reduce the cost and
complexity of enterprise communications. Intelligent
Communications Management(TM) is Avotus' unique model for a
single, actionable environment that enables any company to bring
together decision-critical information about communications
expenses, infrastructure, and systems usage. Avotus is empowering
Fortune 500 companies as well as more than 3,000 organizations
worldwide to gain insight into and control over their
communications environment. Whether deployed as an on-site or
hosted application, or as a completely outsourced value-added
solution, Avotus improves productivity and efficiency while
enabling savings of as much as 20-40%.

The company's September 30, 2003, balance sheet reports a working
capital deficit of about $13.7 million while net capital deficit
tops $15 million.

As reported in Troubled Company Reporter's December 15, 2003
edition, Avotus Corporation and Jefferson Partners agreed to
extend the option period during which Jefferson may invest the
unadvanced amounts under the $6 million Series B convertible
debenture financing previously announced on April 22, 2003.

As announced on July 24, 2003, Jefferson invested a further $1.2
million in the Company by way of series B convertible debentures
under the Facility. The option period during which Jefferson may
elect to invest the remaining $4.8 million under the Facility,
which was previously to have expired on December 31, 2003, has
now been extended to June 30, 2004.


AVOTUS: Inks Joint Marketing & Sales Relationship with Formity
--------------------------------------------------------------
Avotus Corporation (TSX V:AVS) of Mississauga, Canada, signed a
joint marketing and sales relationship with Formity Systems, Inc.
of Murray Hill, New Jersey, and has also entered into a letter of
intent to acquire Formity.

The letter of intent provides that Formity will not entertain
other offers and that Avotus will not pursue competitive
technology acquisitions during a due diligence period, but is
otherwise non-binding. Terms of the deal are expected to be
finalized during the due diligence period. The addition of
Formity's technology, services, and expertise will allow Avotus to
enhance the key Expense Management component of its Intelligent
Communications Management model.

Formity provides industry-leading communications expense
management solutions with its NS Insight(TM) software that
electronically interacts with communications carriers' invoicing,
ordering and order status systems, using industry standard
protocols. The technology allows organizations to reduce their
communications costs by assuring that they pay only for their
actual usage of the equipment and circuits currently being used
and at the rates contracted. It also enables companies to
eliminate the manual reconciliation of invoices and transactions
to save time and money, as well as increase administrative
efficiencies.

Managed services based on these capabilities bring businesses in
all industries the ability to outsource the management of these
complex, time-consuming, and ongoing tasks. Significant ongoing
cost savings can be realized while eliminating the need for
substantial internal overhead investments.

"Formity is a perfect partner for Avotus," said Fred Lizza, Avotus
president and CEO. "Avotus ICM offers the opportunity for
corporations to gain control, for the first time, over their
entire voice and data communications environment - infrastructure
management, usage management and expense management. Formity has a
proven track record of providing dramatic, ongoing cost savings to
its customers. Together with our own capabilities we are able to
bring a proven set of products, managed services and domain
expertise to the market. The combination of Avotus' and Formity's
products, services and technical skills position us far, far ahead
of any competition."

The Formity NS Insight solutions will be integrated into Avotus'
Intelligent Communications Management model and offered as an
onsite software solution, an Internet-based Avotus-hosted service,
or as a complete set of managed services.

Said Chuck Machlin, Formity president and CEO, "Avotus' 20 years
of communications management experience, coupled with its large
number of Global 2000 customers, give it a foundation enjoyed by
no one else in the industry. By offering our expertise in
communications supply chain management with Avotus' comprehensive
communications management model, we will be able to offer
customers total control, visibility, and savings on their
telecommunications infrastructure. We're very excited about
combining our capabilities and believe that this union offers the
industry by far the most comprehensive set of solutions for
managing and controlling communications expenses."

Formity Systems, Inc. was founded to apply the proven efficiencies
of supply chain management to telecommunications assets. Formity
Systems' strategic objective is to provide enterprises with the
information and tools they need to effectively manage
telecommunications resources. NS Insight, Formity's flagship
product, serves as the platform that automates the
telecommunications supply chain and manages an enterprise's
purchased telecom services on an integrated, end-to-end basis.

With a depth of industry experience and technological innovation,
Formity Systems delivers complete control over the entire
telecommunications supply chain: requesting, ordering, inventory
management, invoice processing and cost allocation. For more
information, please visit http://www.formity.com/  

Avotus Corporation provides solutions that dramatically reduce the
cost and complexity of enterprise communications. Intelligent
Communications Management is Avotus' unique model for a single,
actionable environment that enables any company to bring together
decision-critical information about communications expenses,
infrastructure, and systems usage. Avotus is empowering Fortune
500 companies as well as more than 3,000 organizations worldwide
to gain insight into and control over their communications
environment. Whether deployed as an onsite or hosted application,
or as a completely outsourced value-added solution, Avotus
improves productivity and efficiency while enabling dramatic
savings.

The company has been consistently recognized for product and
service excellence and thought leadership for more than two
decades in a wide range of communications-intensive markets.
Avotus' solutions are strongly supported and endorsed by industry-
leading partners such as Avaya, Cisco, and Nortel. For more
information, visit http://www.avotus.com/

The company's September 30, 2003, balance sheet reports a working
capital deficit of about $13.7 million while net capital deficit
tops $15 million.

As reported in Troubled Company Reporter's December 15, 2003
edition, Avotus Corporation and Jefferson Partners agreed to
extend the option period during which Jefferson may invest the
unadvanced amounts under the $6 million Series B convertible
debenture financing previously announced on April 22, 2003.

As announced on July 24, 2003, Jefferson invested a further $1.2
million in the Company by way of series B convertible debentures
under the Facility. The option period during which Jefferson may
elect to invest the remaining $4.8 million under the Facility,
which was previously to have expired on December 31, 2003, has
now been extended to June 30, 2004.


BELL CANADA: Court Nixes Class Action Suits by BCI Shareholders
---------------------------------------------------------------
BCE Inc. (NYSE/TSX: BCE) announced that each of the $1 billion
lawsuits filed respectively by two common shareholders of Bell
Canada International Inc., against BCE and BCI have been dismissed
by the Ontario Superior Court of Justice. The Court dismissed both
lawsuits on the grounds that the actions abused the process of the
Court and disclosed no reasonable cause of action against BCE or
BCI, and ordered that neither plaintiff may amend his statement of
claim to again bring these suits before the Court. The Court's
decision is subject to appeal by the plaintiffs to the Ontario
Court of Appeal.

The first action, brought by Mr. Wilfred Shaw, was originally
filed on September 27, 2002, and sought court approval to proceed
by way of class action on behalf of all persons who owned BCI
common shares on December 3, 2001 in connection with the issuance
of BCI common shares on February 15, 2002 pursuant to BCI's
Recapitalization Plan and the implementation of BCI's Plan of
Arrangement approved by the Court on July 17, 2002. After the
original Shaw action was dismissed by the Court on May 9, 2003,
Mr. Shaw filed an amended statement of claim on June 27, 2003, and
on August 30, 2003, the second action, brought by Mr. Cameron
Gillespie was filed. The Gillespie lawsuit was substantially
identical to the Shaw amended statement of claim except with
respect to the name of the plaintiff. It is these two actions
which were dismissed by the Court's order issued yesterday.

BCE is Canada's largest communications company. It has 25 million
customer connections through the wireline, wireless, data/Internet
and satellite services it provides, largely under the Bell brand.
BCE's media interests are held by Bell Globemedia, including CTV
and The Globe and Mail. As well, BCE has e-commerce capabilities
provided under the BCE Emergis brand. BCE shares are listed in
Canada, the United States and Europe.

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


BETHLEHEM STEEL: Asks Court to Clear NY Environmental Settlement
----------------------------------------------------------------
The New York State Department of Environmental Conservation filed
proofs of claim on September 26, 2002, asserting liability
against the Bethlehem Steel Debtors, including:

   (a) liability for measures the Debtors are required to perform
       at, and surrounding the property previously owned by the
       Debtors at their Lackawanna, New York facility, for
       reimbursement of costs incurred by New York DEC in
       responding to the release and threatened release of
       hazardous substances at the facility, and for natural
       resource damages arising from the release pursuant to the:

       -- Comprehensive Environmental Response, Compensation and     
          Liability Act of 1980;

       -- Resource Conservation and Recovery Act;

       -- Clean Air Act;

       -- Article 19, Article 27, Titles 7, 9, and 13, and
          Article 40 of the New York Environmental Conservation
          Law;

       -- Section 181 of the New York Navigation Law; and

       -- common law claims;

   (b) liability for penalty claims pursuant to Article 71,
       Titles 21, 27, and 43 of the ECL, including violations of
       Article 19, arising from the exceedances of the opacity
       limits for waste heat stacks established at 6 NYCRR Part
       214.6, and violations of a 1995 order between New York DEC
       and the Debtors in the course of operation of waste heat
       stacks at Batteries Nos. 7 and 8 at the Lackawanna
       facility; and

   (c) liability as a generator of chemicals delivered to the:

       -- Booth Oil Company Site, listed in the Registry of
          Inactive Hazardous Waste Disposal Sites in New York
          State as Site # 9-32-100, located at 76 Robinson Street
          in the City of North Tonawanda, New York, for
          $6,000,000; and

       -- Frontier Chemical Processing Company, Inc. Site, listed
          in the Registry of Inactive Hazardous Waste Disposal
          Sites in New York State as Site # 9-32-110, located at
          Royal Avenue in the Town of Niagara Falls, New York,
          for at least $1,500,000.

On May 7, 2003, ISG purchased the Debtors' Lackawanna facility
and, under the Asset Purchase Agreement, ISG assumed all
liabilities and obligations relating to the Lackawanna facility
arising under any environmental law, except certain specifically
excluded liabilities under the Asset Purchase Agreement that are
not relevant.

Consequently, David R. Berz, Esq., at Weil, Gotshal & Manges LLP,
in New York, relates that the Debtors and the New York DEC
entered into a settlement agreement to expedite resolution of the
dispute and avoid prolonged and complicated litigation.

According to Mr. Berz, the Settlement Agreement:

   -- applies to and is binding upon, and will inure to the
      benefit of the New York DEC, the Debtors, and the Debtors'
      legal successors and assigns, and any trustee, liquidating
      trustee, examiner or receiver appointed in the Debtors'
      cases.  The Settlement Agreement does not affect or impair
      any claim of the New York DEC against ISG, including its
      subsidiaries, affiliates, successors or assigns, for
      liability assumed by ISG, including its subsidiaries,
      affiliates, successors or assigns, pursuant to the Asset
      Purchase Agreement or pursuant to ISG's independent status
      as an owner or operator of the Lackawanna facility, or as a
      generator or transporter of hazardous substances or
      hazardous wastes; and

   -- does not and will not be construed as affecting, impairing,
      or addressing any other claim that the State of New York,
      its agencies, or any other New York state governmental
      entity may have against the Debtors or any other person.

                       Withdrawal of Claims

The environmental liabilities of the Debtors set forth in New
York DEC's proof of claim relating to the Lackawanna facility
under CERCLA, RCRA, CAA, ECL and other New York State laws --
except for claims for penalties pursuant to Article 71, Titles
21, 27, and 43, including, without limitation, violations of
Article 19 arising from the exceedances of the opacity limits for
waste heat stacks established at 6 NYCRR Part 214.6, and
violations of a 1995 order between New York DEC and Debtor in the
course of operation of waste heat stacks at Batteries Nos. 7 and
8 at the Lackawanna facility -- have been assumed by ISG.  The
New York DEC, therefore, withdraws its claims against the Debtors
relating to the Lackawanna facility that have been assumed by
ISG, except that it does not withdraw its Penalty Claims.

Nothing in the Settlement Agreement will relieve:

   -- ISG, including its affiliates, subsidiaries, successors,
      and assigns, from its duty to comply with all obligations
      under environmental laws, and the obligations will not be
      impaired, affected by, diminished, offset, or otherwise
      diminished or altered by the Settlement Agreement or by
      confirmation of a plan of reorganization or dissolution.

      New York DEC withdraws its claims against the Debtors for
      any liability as a generator of chemicals delivered to the
      Booth Oil Site or to the Frontier Chemical Site;

   -- any other person or entity from any duty to comply with all
      obligations under environmental laws with respect to the
      Booth Oil Company Site or the Frontier Chemical Processing
      Company, Inc. Site, and the obligations will not be
      impaired, affected by, diminished, off-set, or otherwise
      diminished or altered by the Settlement Agreement or by
      confirmation of a plan of reorganization or dissolution; or

   -- offset, diminish, alter, or otherwise impair the liability
      of any other person or entity for any costs or damages
      incurred by New York DEC with respect to the Booth Oil
      Company Site or the Frontier Chemical Processing Company,
      Inc. Site.

                Allowance and Settlement of Claims

In settlement and satisfaction of the Penalty Claims asserted by
New York DEC in its September 26, 2002 proof of claim, except as
to those withdrawn claims, the Debtors agree that New York DEC
will have a general unsecured claim for $2,000,000.

                       Covenants Not To Sue

The New York DEC covenants not to sue or take any further
administrative action against the Debtors with respect to
penalties pursuant to:

   -- the ECL arising from exceedances of the opacity limits at
      the Lackawanna facility or violations of the 1995 consent
      decree relating to the operation of waste heat stacks at
      the Lackawanna facility; or

   -- CERCLA, RCRA, or the ECL or other New York State laws with
      respect to the Booth Oil Company Site or the Frontier
      Chemical Processing Company, Inc. Site.

The Debtors covenant not to sue, and agree not to assert or
pursue any claims or causes of action against the State of New
York or New York DEC with respect to the Lackawanna Facility,
Booth Oil Company Site, or the Frontier Chemical Processing
Company, Inc. Site.

The New York DEC and the Debtors expressly reserve all claims,
demands and causes of action, either judicial or administrative,
past, present or future, in law or equity, which the New York DEC
may have against any other party, including but not limited to,
any claims related to the assumption by ISG, including its
subsidiaries, affiliates, successors and assigns, of liabilities
under the Asset Purchase Agreement entered into on March 12, 2003
and approved by the Court on April 22, 2003.

The covenants not to sue will not apply to, nor affect any action
against the Debtors based, on:

   (a) a failure to meet a requirement of the agreement; or
   (b) criminal liability.

Mr. Berz asserts that the Settlement Agreement provides for a
fair resolution of the dispute between the parties and must,
thus, be approved.   (Bethlehem Bankruptcy News, Issue No. 49;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Sells Additional $250MM of 4.75% Convertible Notes
----------------------------------------------------------------
Calpine Corporation (NYSE: CPN) sold an additional $250 million of
its 4-3/4% Senior Unsecured Convertible Notes Due 2023, pursuant
to the exercise by the initial purchaser of its entire remaining
option.

This transaction is expected to close on January 9, 2004.  Net
proceeds from the offering will be used to repurchase or repay
existing indebtedness.

The 4-3/4% Senior Unsecured Convertible Notes Due 2023 were
offered in a private placement under Rule 144A, have not been
registered under the Securities Act of 1933, and may not be
offered in the United States absent registration or an applicable
exemption from registration requirements.  

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


CAREMARK RX INC: Will Present at JPMorgan Conference on Tuesday
---------------------------------------------------------------
Caremark Rx, Inc. (NYSE: CMX) intends to present jointly with
AdvancePCS (Nasdaq: ADVP) at the upcoming 22nd Annual JPMorgan
Healthcare Conference. The joint presentation is scheduled for
Tuesday, January 13, 2004 at the Westin St. Francis in San
Francisco.  The presentation will be broadcast live through the
Internet.  The webcast information is as follows:

      Date:  Tuesday, January 13, 2004
      Time:  8:30 a.m. Pacific Time

      Webcast Link:  http://equityconferences.jpmorgan.com/

Listeners should go to this site at least 15 minutes before the
event to install any necessary software such as RealPlayer or
Windows Media Player in order to listen to the webcast.  The
webcast will be archived and available for replay for a period of
90 days.

Caremark Rx, Inc. (S&P, BB+ Senior Secured Debt Rating, Positive)
is a leading pharmaceutical services company, providing
comprehensive drug benefit services through its affiliate Caremark
Inc. to over 1,200 health plan sponsors and their participants
throughout the U.S. Caremark's clients include corporate health
plans, managed care organizations, insurance companies, unions,
government agencies and other funded benefit
plans. The company operates a national retail pharmacy network
with over 55,000 participating pharmacies, four state-of-the-art
mail service pharmacies, the industry's only FDA-regulated
repackaging plant and nineteen specialty distribution mail service
pharmacies for delivery of advanced medications to individuals
with chronic or genetic diseases and disorders.

Additional information about Caremark Rx is available on the World
Wide Web at http://www.caremarkrx.com/


CLEAN ACQUISITION: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Clean Acquisition, Inc.
             6723 Stella Link
             Houston, Texas 77005

Bankruptcy Case No.: 04-30413

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Pilgrim Cleaners, Inc.                     04-30483

Type of Business: The Debtor provides laundry and dry cleaning
                  services in the industry.

Chapter 11 Petition Date: January 5, 2004

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtors' Counsels: Calvin C. Braun, Esq.
                   Attorney at Law
                   8100 Washington Avenue Suite 120
                   Houston, TX 77007
                   Tel: 713-880-3366
                   Fax: 713-880-3225

                         - and -
                   
                   Edward L Rothberg, Esq.
                   Weycer Kaplan Pulaski & Zuber
                   11 Greenway Plaza Suite 1400
                   Houston, TX 77046
                   Tel: 713-961-9045
                   Fax: 713-961-5341

                         Estimated Assets      Estimated Debts
                         ----------------      ---------------
Clean Acquisition, Inc.     $0 to $50,000        $1 M to $10 M
Pilgrim Cleaners, Inc.      $1 M to $10 M        $1 M to $10 M

A. Clean Acquisition, Inc.'s Largest Unsecured Creditor:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
JP Morgan Chase               Security Agreement      $4,750,000
f/n/a Texas Commerce Bank
712 Main Street, 24th Floor
Houston, TX 77252-8074

B. Pilgrim Cleaners, Inc.'s 20 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
Texas Renaissance Festival               $274,470
21778 FM 1774
Plantersville, TX 77363

Gulf Cleaning & Laundry Supply           $135,738

Alexius Group, LLC                        $70,000

Fulbright & Jaworski LLP                  $42,682

Rosenberg Supply Co.                      $37,818

Goot, Irwin M.                            $37,500

Mitchell Enterprises                      $23,587

Cleaners Hanger Co.                       $20,238

ADCO Inc.                                 $19,035

Graphic Media Group, Inc.                 $15,542

Philip Reclamation Services               $14,904

Excell Restoration, Inc.                  $13,087

Jet Press Printing & Graphics             $12,789

Harkrider Distributing Co., Inc.           $9,853

Office Depot Business Service              $9,362

Kustom Products Inc.                       $8,922

Nalco Company, Ondeo                       $8,718

Jones & Cook Stationers                    $8,542

Mustang Enterprises, Inc.                  $7,810

Dry Cleaning Computer Systems              $6,767


COEUR D'ALENE: Proposes $130-Million Convertible Debt Offering
--------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE), the world's largest
primary silver producer, intends to offer, subject to market and
other conditions, $130 million in principal amount of Convertible
Senior Notes due 2024.  

Coeur intends to use the proceeds of the Notes for general
corporate purposes, which may include the development of its
Kensington gold project and its San Bartolome silver project, each
of which are pending the completion of updated feasibility studies
and final construction decisions.  The Notes will be general
unsecured obligations, senior in right of payment to Coeur's other
indebtedness.  The Notes will be convertible at the option of the
holder under certain circumstances prior to maturity into shares
of Coeur's common stock at a conversion price to be determined.  
Coeur expects to grant the underwriters in this offering a 30-day
option to purchase up to an additional $19.5 million in principal
amount of Notes to cover over-allotments.

The offering is being made through an underwriting led by Deutsche
Bank Securities.  Offering of the Notes will be made only by means
of a prospectus under Coeur's existing shelf registration
statement, including the accompanying prospectus supplement
relating to the Notes.  Copies of a prospectus and the
accompanying prospectus supplement included will be available from
Deutsche Bank Securities Inc., 60 Wall Street, New York, New
York 10005.

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


CONGOLEUM CORP: Appoints Altman Group as Claims and Notice Agent
----------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates are seeking
permission from the U.S. Bankrutpcy Court for the District of New
Jersey to hire The Altman Group, Inc., as the official Claims,
Balloting and Noticing Agent in their chapter 11 cases.

The Altman Group will work closely with the Debtors through each
step of the claims and reconciliation process.  The Altman Group
is expected to provide services including:

     a) mailing a commencement of case notice to all creditors,
        security holders and other required parties;

     b) once the bar date has been set, mailing personalized
        proof of claim forms to all creditors with the scheduled
        amount noted;

     c) if requested, handling the docketing of any claims filed
        with the Court, or coordinating the receipt of filed
        claims;

     d) preparing the register of claims;

     e) preparing periodic updates of the register of claims to
        reflect claim amendments, stipulations, and rulings;

     f) preparing any exhibits for objections, as requested;

     g) testifying at hearings on claims objections;

     h) responding to creditors who may have questions about
        their claim or the claims process, although we do not
        assist individuals in completing a claim form;
     
     i) mailing other notices to claimants, as described later
        in this proposal;

     j) preparing a certified report of the voting result for
        delivery to the Bankruptcy Court; and

     k) providing such other agreed services as may be requested
        by the Debtors, Counsel to the Debtors or the Bankruptcy
        Court.

Kenneth L. Altman, discloses that Altman Group's fees for these
services are:

          Database Set-Up             $50 to $150 per hour
          Claims Docketing            $100 to $150 per hour
          Document Management         $100 to $150 per hour
          Reports                     $125 to $175 per hour
          Voting and Tabulation       $100 per hour
          Consulting Charges          $100 to $275 per hour

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoluem.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.


CONSECO: Court Explains Reasoning Supporting Third-Party Releases
-----------------------------------------------------------------
Judge Carol A. Doyle, presiding over the bankruptcy cases of
Conseco Inc., and its debtor-affiliates (Bankr. Case No.
02-49672), in the United States Bankruptcy Court, Northern
District of Illinois, Eastern Division, finds that the third-party
release provision included in the Debtors' proposed plan for
reorganization is purely a consensual release, one that can be
included in such a plan without the necessity of showing any
unusual circumstances.

Many parties filed objections to confirmation of Conseco's Sixth
Amended Plan and its related reorganizing Debtors.  Most of the
objections were resolved, but two remained unresolved at the
confirmation hearing.  

Judge Doyle's Memorandum Opinion addresses one issue raised in one
of those objections: Whether the Plan may properly include the
release of non-debtors by one group of creditors, namely, the
holders of Trust Originated Preferred Shares of Conseco Inc., who
are organized into a TOPrS Committee.  The TOPrs release is part
of a settlement reached between the TOPrS Committee and the
Debtors.

The Lead Plaintiffs object to the TOPrS release because it
releases non-debtors, including defendants in their class-action
lawsuit.  The objectors further contend that the TOPrs release
violates section 524(e) of the Bankruptcy Code because it releases
non-debtors.  The objectors argue, in the alternative, that a
release of non-debtors should be permitted only in unusual
circumstances, which do not exist in the instant case.   

Judge Doyle's Opinion rejects these arguments, finding that
section 524(e) does not bar inclusion of consensual releases of
non-debtors in a Chapter 11 plan.  The TOPrs release, she
concludes, may be included in the Plan because it is voluntary and
given in exchange for a distribution to which the TOPrs are not
otherwise entitled under the best interests of creditors test,  
which is set forth in 11 U.S.C. section 1129(a)(7)(A)(ii).  And
the Opinion, therefore, overrules the objection.

Anne Marrs Huber, James Spraygren, Kevin Morris, Roger J. Higgins,
Timothy D. Elliott, Ross M. Kwastenier, Anup Sathy, Kirkland &
Ellis, Micah Marcus, Chicago, Illinois, represent the Conseco
Debtors.

Background

Conseco Inc. and its many subsidiaries have a complex financial
structure, with various layers of bank and bond financing.  The
United States Trustee appointed a committee to represent the
TOPrS, all of whom own shares that are subordinated to most other
creditors.

The Debtors originally proposed a reorganization plan based on a
$3.8 billion valuation of the Debtors.  Under this valuation, the
TOPrS are not entitled to any distribution under the "best
interests of creditors test" which provides that each creditor who
has not accepted the plan receive at least what it would get in a
Chapter 7 liquidation (11 U.S.C. section 1129(a)(7)(A)(ii)).  

At trial, the TOPrS Committee objected to the Debtors' Sixth
Amended Reorganization Plan, contending that the Debtors are worth
significantly more than $4.8 billion. If the Debtors are valued at
$4.8 billion or higher the TOPrS would be entitled to a
distribution under section 1129 as identified and described above.

Subsequently, as part of the confirmation hearing on another
version of the Plan, the court conducted a lengthy trial to
determine the value of the Debtors for purposes of Section
1129(a)(7)(A)(ii).  At the trial, the TOPrS and the Debtors each
tried to prove that its valuation was the correct one.  While the
court was preparing its decision, the TOPrS Committee and the
Debtors reached a settlement.

Under the settlement, the TOPrS Committee and the Debtors agreed
that the value of the Debtors for purposes of section 1129, as
described above, is $3.8 billion, the amount the Debtors were
trying to establish during the trial.   The TOPrS distribution
under the Plan would be $0, because the TOPrS, under section 1129,
are not entitled to a distribution if the Debtors are valued at
$3.8 billion.

Instead, the settlement agreement provides that TOPrS who do not
opt out of the settlement will receive a distribution of 1.5% of
New Conseco common stock, warrants for New Conseco stock and a
share of potential post-confirmation litigation recoveries.  This
distribution comes from senior creditors who will give
participating ToprS a portion of the distribution to which the
senior creditors are entitled under section 1129(a)(7)(A)(ii).  
TOPrS who participate in the settlement give a broad release to
all third parties for almost any claims relating to Conseco or its
subsidiaries.  

The Debtors have filed a motion to approve this settlement under
Bankruptcy Rule 9019.  The Debtors also have included the basic
terms of the settlement and release in Article V of the
Reorganization Plan.

Is The TOPrS Release Permissible?

The objectors in the instant case -- Lead Plaintiffs who are
present and former TOPrS and who, as described  above, have filed
a class-action lawsuit "alleging violations of various securities
laws in connection with their purchase of Conseco's Trust
Originated Preferred Shares.   These Lead Plaintiffs argue,
firstly, that the TOPrS release violates 11 U.S.C. section 524(e)
of the Bankruptcy Code because it releases entities other than the
Debtors.  That section provides that "discharge of a debt of the
debtor does not affect the liability of any other entity on...such
debt."  The Lead Plaintiffs cite cases from other circuits as they
contend that this provision forbids the release of claims against
non-debtors.      

The Seventh Circuit, however, has held authoritatively that
Section 524(e) provides only that the discharge of a debt of the
debtor does not alter any other party's liability on the debt; it
does not prohibit inclusion of consensual releases in a Chapter 11
plan.  See In re Specialty Equipment Co. Inc., 32 F. 3d 1043, 1047
(7th Cir. 1993).

But the Lead Plaintiffs argue, secondly, that, to the extent third
party releases are ever permissible under the Bankruptcy Code, the
TOPrS release is too broad and should not be included in the Plan.  
The Lead Plaintiffs cite various cases in which courts have held
that a Chapter 11 plan cannot include a non-consensual release of
third parties unless there are unusual circumstances.  See In re
Dow Corning Corp., 280 F. 3d 648, 657 (6th Cir. 2002).  They assert
that the requisite "unusual circumstances" do not exist here.

Judge Doyle says in her Opinion that the Lead Plaintiffs
misapprehend the nature of the releases given by participating
TOPrS in Article V of the Plan.   It is not a compulsory release
that would require justification by special circumstances.  
Rather, the TOPrS release is part of a voluntary settlement that
may be included in the Plan pursuant to 11 U.S.C. section
1123(b)(6), providing that a plan may "include any other
appropriate provision not inconsistent with applicable provisions
of this title."

The TOPrS release in Article V of the current Plan is not imposed
as a condition to TOPrS receiving a distribution to which they are
entitled under section 1129 (a)(7)(A)(ii).  Under the agreed $3.8
billion valuation, the TOPrS are not entitled to any distribution
under section 1129.  Rather, participating TOPrS will receive the
distribution described in the release only as part of a separate
and completely voluntary compromise with the debtors and other
creditors to provide TOPrS with a distribution in return for the
release.

This voluntary release of non-debtors, writes Judge Doyle, in
exchange for a distribution of stock and other assets that would
otherwise go to more senior creditors does not conflict with any
provision of the Bankruptcy Code.  For these reasons, Judge Doyle,
writing for the Court, overrules the Lead Plaintiffs' objection
that the TOPrS release violates section 524(e), since that section
does not prohibit consensual releases; nor is such a release
impermissible under any other relevant section of the Bankruptcy
Code.     
      

CONSTELLATION BRANDS: Third-Quarter Results Show Strong Growth
--------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading
international producer and marketer of beverage alcohol brands,
reported record net sales of $987 million for its third quarter
ended November 30, 2003.  

Net sales increased 34 percent, led by the addition of wine sales
from the Hardy acquisition, double-digit growth in beer sales and
the U.K. wholesale business, and a positive two percent impact
from currency.

Net income as reported under generally accepted accounting
principles for the third quarter increased $18 million or 29
percent to reach $83 million and includes restructuring and
related charges and unusual costs of $8 million after tax.  Net
income on a comparable basis, excluding the restructuring and
related charges and unusual costs, increased 42 percent to reach a
record $91 million.  Reported diluted earnings per share increased
six percent to reach $0.73 per share, including a $0.07 per share
impact from the restructuring and related charges and unusual
costs.  Excluding these charges, diluted earnings per share
increased 16 percent to reach $0.80 per share.

Chairman and Chief Executive Officer Richard Sands said,
"Constellation's strengths -- our broad portfolio crossing three
major beverage alcohol categories, our vast geographical reach
across North America, Europe and Australia, and our scale which
provides strong routes-to-market -- together enabled us to grow at
the high end of our expectations.  On a category-by-category
basis, the beer pricing environment remains strong and our price
increase on select imported brands is being rolled out market-by-
market.  The wine pricing environment continues to be competitive,
and our strategy of investing behind our growth brands continues
to serve us well.  In spirits, we continue to see strong demand
mainly driven by innovative flavors and the resurgence of mixed
drinks.  With our breadth of product offering and scale, we
believe our portfolio is well positioned for growth ahead of the
overall industry."

             Constellation Beers and Spirits Results

Net sales for third quarter 2004 grew 11 percent to reach $307
million.  A 17 percent increase in beer sales and a four percent
increase in branded spirits sales drove this growth, partially
offset by a decline in bulk whisky and contract production sales.  
Imported beer growth was the result of continued consumer demand
and strong wholesaler demand of Mexican beers prior to the
Company's previously announced January 2004 price increase.  The
four percent increase in branded spirits sales was due to higher
volume and a favorable mix toward higher priced spirits brands,
including Black Velvet Canadian Whisky, Montezuma Tequila, Chi-
Chi's prepared cocktails and the 99 Cordials range.  The decline
in bulk whisky and contract production sales was due to a large
spot bulk whisky sale in the prior year period.

Operating income grew 21 percent to reach $72 million for the
third quarter due primarily to higher sales.

                 Constellation Wines Results

Net sales for third quarter 2004 were $681 million compared to
$462 million the prior year, an increase of $218 million, or 47
percent.  This increase was driven primarily by the addition of
sales from the Hardy acquisition.  Pro forma net sales for third
quarter 2004, which include $150 million of Hardy sales in the
prior year period, increased 11 percent driven by increases in
branded wines and the U.K. wholesale business, and a positive six
percent impact from currency.

On a pro forma basis branded wines increased by four percent as a
result of:

     * 16 percent growth in wine in the United Kingdom, led by
       Australian brands Banrock Station, Hardy VR and Hardy
       Crest, and California brand Echo Falls, and

     * greater than 20 percent growth in premium wines in the
       United States from brands such as Ravenswood, Blackstone,
       Simi and Franciscan from California, and Alice White and
       Hardys Stamp from Australia.

Operating income for third quarter 2004 was $113 million, an
increase of 49%.  The increase was driven primarily by the
additional sales from the Hardy acquisition.

            Corporate Operations and Other Results

Corporate expenses increased 53 percent to $11 million.  The
increase was due primarily to an increase in general corporate
expenses to support the Company's growth.

                          Outlook

The following statements are management's current diluted earnings
per share expectations both on a reported basis and comparable
basis for the fourth quarter ending February 29, 2004 and fiscal
year ending February 29, 2004:

       -- Diluted earnings per share on a reported basis for
          fourth quarter 2004 are expected to be within a range of
          $0.48 to $0.53 versus $0.56 for fourth quarter 2003.

       -- Diluted earnings per share on a reported basis for
          fiscal 2004 are expected to be within a range of $1.99
          to $2.04 versus $2.19 for fiscal 2003.

       -- Diluted earnings per share on a comparable basis for
          fourth quarter 2004 are expected to be within a range of
          $0.51 to $0.56 versus $0.44 for fourth quarter 2003.

       -- Diluted earnings per share on a comparable basis for
          fiscal 2004 are expected to be within a range of $2.45
          to $2.50 versus $2.07 for fiscal 2003.

A reconciliation of reported estimates to comparable estimates is
included in this media release.

Constellation Brands, Inc. (S&P, BB Corporate Credit and Senior
Unsecured Debt Ratings) is a leading international producer and
marketer of beverage alcohol brands, with a broad portfolio across
the wine, spirits and imported beer categories.  The Company is
the largest multi-category supplier of beverage alcohol in the
United States; a leading producer and exporter of wine from
Australia and New Zealand; and both a major producer and
independent drinks wholesaler in the United Kingdom.  Well-known
brands in Constellation's portfolio include: Corona Extra,
Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston,
Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys,
Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and
Blackthorn.


COVANTA ENERGY: Court Allows Payment of Danielson & Shaw's Fees
---------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates obtained the
U.S. Bankruptcy Court authority for:

   (a) the payment to Danielson Holding Corporation and D.E. Shaw
       of certain expense reimbursements in connection with the
       due diligence, negotiation, formulation and consummation of
       the Purchase Agreement and related exhibits and agreements,
       and alternative plans of reorganization and liquidation for
       the Debtors that seek to implement the Purchase Agreement;

   (b) the payment to DHC of a termination fee with respect to
       the transactions contemplated under the Agreement, which
       termination fee will be payable only if the Purchase
       Agreement is terminated pursuant to certain terms; and

   (c) the limited exclusivity provision of the Purchase
       Agreement.

As previously reported, the Covanta Energy Debtors and Danielson
Holding Corporation are currently in preparation of a new plan of
reorganization and a revised plan of liquidation that would be
premised upon the implementation of an Investment and Purchase
Agreement with DHC.

The Purchase Agreement and the DHC Proposed Plans contemplate
that:

   (1) DHC would acquire 100% of the common stock of reorganized
       Covanta in consideration for a $30,000,000 liquidity
       infusion;

   (2) DHC and Reorganized Covanta would enter into a tax sharing
       agreement; and

   (3) DHC, together with an investor group it has organized,
       including D.E. Shaw Laminar Portfolios, LLC, and certain
       of the Debtors, secured lenders would provide new
       revolving credit and letter of credit facilities for the
       Debtors' domestic and international operations.

                       Expense Reimbursement

The Purchase Agreement provides these Expense Reimbursements:

   (a) DHC Expense Reimbursements

       (1) Initial DHC Expense Reimbursement

           An expense reimbursement to DHC for actual, documented
           costs, fees and expenses incurred by DHC to date in an
           amount not to exceed $3,000,000.

       (2) Additional DHC Expense Reimbursement

           An additional expense reimbursement to DHC for further
           actual, documented costs, fees and expenses incurred
           by DHC through the Closing Date in an amount not to
           exceed $1,000,000.  The Additional DHC Expense
           Reimbursement will only be payable at the Closing or
           on the termination of the Purchase Agreement.

   (b) D.E. Shaw Expense Reimbursement

       An expense reimbursement to D.E. Shaw for actual,
       documented costs, fees and expenses in an amount not to
       exceed $350,000.

   (c) Geothermal Termination Expense Reimbursement

       Only in the event that the Purchase Agreement is
       terminated because of the Debtors' failure to consummate
       the Geothermal Sale, an expense reimbursement to DHC for
       out-of-pocket fees and expenses incurred by DHC in an
       amount not to exceed $1,000,000 over the amounts payable
       in respect of the DHC Expense Reimbursements.

A full-text copy of the Purchase Agreement is available for free
at:

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

                        Termination Fee

The Purchase Agreement provides for payment of the Termination
Fee for $12,000,000 to DHC under certain circumstances in
consideration for DHC's efforts and expenses in connection with
the Purchase Agreement and the DHC Proposed Plans.  The
Termination Fee would be payable only in the event that:

   (a) the Purchase Agreement is terminated for any reason under
       its terms, other than:

          (i) a material breach of a material covenant by DHC
              that cannot be cured before June 15, 2004; or

         (ii) the non-fulfillment of certain conditions precedent
              to the obligations of Covanta under the Purchase
              Agreement; and

   (b) Covanta closes an Alternative Transaction within six
       months of the termination, or contracts to close an
       Alternative Transaction within six months of the
       termination and the Alternative Transaction subsequently
       closes.

In the event the Purchase Agreement is terminated as a result of
a Termination Fee Event and DHC receives payment of the
Termination Fee, the payment, together with the Expense
Reimbursements, will:

   -- be full consideration for DHC's efforts and expenses in
      connection with the Purchase Agreement and the DHC
      Proposed Plans; and

   -- constitute liquidated and agreed damages to DHC in respect
      of the Purchase Agreement and the DHC Proposed Plans.

Covanta and the Reorganized Debtors will have no further
obligations under the Purchase Agreement or any further liability
to DHC.  DHC's sole and exclusive remedy will be strictly limited
to the payment of the Termination Fee and the Expense
Reimbursements as liquidated damages.  If payable, the Debtors
request that the Expense Reimbursements and the Termination Fee
constitute administrative priority claims against the Debtors'
estates under Section 503(b) of the Bankruptcy Code. (Covanta
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


CRESCENT REAL: Firms-Up Sale of Woodlands Interest to Rouse Co.
---------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) announced that
the following transactions have been completed on terms consistent
with a previously reported agreement.

    --  On December 31, 2003, The Rouse Company (NYSE: RSE)
        acquired Crescent's previously held 52.5% economic
        interest (including earned promote) in The Woodlands
        master-planned community in Houston for a gross purchase
        price of $387 million, $202 million in cash and $185
        million in debt. The debt represents 52.5% of the total
        partnership debt. Prior to closing, $18 million of the
        $202 million cash component was received by Crescent in
        the form of partnership distributions net of working
        capital adjustments. As a result of the sale transaction,
        Crescent will record a gross gain of approximately $87
        million, prior to closing expenses and income taxes.

    --  On December 31, 2003, Crescent acquired from Rouse two
        office properties and two leased restaurant parcels within
        the Hughes Center portfolio in Las Vegas for a gross
        purchase price of $39 million, $29 million in cash and $10
        million in assumed debt.

        By the end of the first quarter of 2004, Crescent is
        scheduled to acquire from Rouse the remaining six office
        properties (two of which are held in joint-venture
        arrangements with other partners) and seven leased
        restaurant parcels within the Hughes Center portfolio for
        a gross purchase price of $184 million, $97 million in
        cash and $87 million in assumed debt. The transactions are
        subject only to customary closing consents.

        As a result of these transactions, the Hughes Center
        office portfolio, including leased restaurant parcels, is
        anticipated to be acquired by Crescent from Rouse for a
        gross purchase price of $223 million, $126 million in cash
        and $97 million in assumed debt.

        In accordance with the original agreement, Crescent has
        also agreed to acquire, in March 2004, the undeveloped
        land within Hughes Center from Rouse for $10 million, $2.5
        million of which is to be paid in cash with the remaining
        $7.5 million to be paid by Crescent in the form of a note
        due December 2005.

More information related to Crescent's sale of The Woodlands will
be included in the Company's Form 8-K to be filed with the SEC by
January 15, 2004.

The Woodlands is a 27,000 acre master-planned community located
north of Houston which consists of undeveloped residential lots,
commercial acres and office properties. As a result of Rouse's
acquisition of Crescent's interest in The Woodlands on December
31, 2003, Rouse and Morgan Stanley Real Estate Fund II, L.P. own a
52.5% and 47.5% economic interest, respectively. Rouse and Morgan
Stanley equally share control of The Woodlands Operating Company,
L.P., which will continue to manage the development of The
Woodlands.

Hughes Center, located in the Central East submarket, is the
premier office address in Las Vegas. Constructed between 1986 and
1999, the Hughes Center complex contains eight Class A office
properties totaling 1.1 million square feet and is currently 94%
leased. Also included within the complex are leased restaurant
parcels and undeveloped land which is suitable for up to 400,000
square feet of future office space. Hughes Center is home to a
diverse, high quality customer base.

               CRESCENT 2003 EARNINGS OUTLOOK

As a result of Crescent's sale of The Woodlands on December 31,
2003, Crescent's management anticipates its 2003 FFO will be at
the upper end of its previously issued guidance for its 2003
estimated FFO range of $1.55 to $1.80 per share.

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

                         *    *    *

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

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

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

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


CRESCENT REAL ESTATE: Rouse Acquires 52.5% Stake in Woodlands
-------------------------------------------------------------
Officials at The Rouse Company (NYSE:RSE) announced that
affiliates of the Company completed the acquisition of a 52.5%
economic interest in the entities collectively known as The
Woodlands from Crescent Real Estate Equities Company (NYSE:CEI)
and related affiliates.

Morgan Stanley Real Estate Fund II, L.P., owns the remaining 47.5%
economic interest in The Woodlands. Affiliates of The Rouse
Company and MSREF II will equally share control of The Woodlands
Operating Company, L.P., which will continue to manage the
development of The Woodlands. With 30 years of operating history,
The Woodlands is the leading master-planned community in Houston,
Tex. and is currently home to 70,000 residents (up to 120,000
expected) and some 900 businesses employing approximately 30,000
people (50,000 anticipated). Crescent's interest in The Woodlands
includes its share of approximately 5,000 saleable residential and
commercial acres, plus numerous operating properties.

Concurrently, on December 31, 2003, affiliates of The Rouse
Company transferred two office properties and two leased
restaurant parcels located in Hughes Center, in Las Vegas, Nev. to
Crescent. During the first quarter of 2004, title to, or
partnership interests in, six other office properties (two of
which are in joint-venture arrangements with other partners),
seven leased parcels and undeveloped land, all in Hughes Center,
are scheduled to be transferred from affiliates of The Rouse
Company to Crescent.

Headquartered in Columbia, Md., The Rouse Company was founded in
1939 and became a public company in 1956. A premier real estate
development and management company, The Rouse Company, through its
numerous affiliates, operates more than 150 properties
encompassing retail, office, research and development and
industrial space in 22 states. The Company is also the developer
of the planned communities of Columbia, Md., Summerlin, along the
western edge of Las Vegas, Nev., and a new project in Houston,
Tex. The Company is also an investor in The Woodlands, a planned
community in Houston, Tex.

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

                         *    *    *

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

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

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

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


DII INDUSTRIES: Court OKs Trumbull's Appointment as Claims Agent
----------------------------------------------------------------
The DII Industries, and Kellogg, Brown & Root Debtors sought and
obtained the Court's authority to employ The Trumbull Group, on an
interim basis, as their claims and noticing agent.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, in Pittsburgh,
Pennsylvania, explains that the Debtors have identified more than
300,000 creditors, potential creditors, and other parties-in-
interest to whom certain notices, including notice of the
commencement of the Reorganization Cases, must be sent.  The
Debtors believe that the office of the Clerk of the Bankruptcy
Court for the Western District of Pennsylvania is not equipped to
efficiently and effectively docket and maintain the extremely
large number of proofs of claim that will likely be filed in
their cases.  The sheer magnitude of the Debtors' creditor body
makes it impracticable for the Clerk's Office to undertake the
task and send notices to the creditors and other parties-in-
interest.  Thus, Mr. Zanic states that the most effective and
efficient manner by which to accomplish the process of receiving,
docketing, maintaining, photocopying, and transmitting proofs of
claim in the Debtors' cases is to engage an independent third
party to act as an agent of the Court.

Trumbull is a data processing firm that specializes in noticing,
claims processing, and other administrative tasks in Chapter 11
cases.  The Debtors believe that Trumbull's assistance will
expedite service of Rule 2002 notices, streamline the claims
administration process, and permit them to focus on their
reorganization efforts.  The Debtors believe that Trumbull is
well qualified to provide these services, expertise,
consultation, and assistance.

As Claims and Noticing Agent, Trumbull will:

   (a) prepare and serve required notices, including:

       * a notice of the commencement of the Reorganization
         Cases and the initial meeting of creditors under Section
         341(a) of the Bankruptcy Code;

       * a notice of the claims bar date, if any;

       * notices of objections to Claims;

       * notices of any hearings on the Disclosure Statement and
         Confirmation of the Plan, as each may be amended; and

       * other miscellaneous notices as the Debtors or Court may
         deem necessary or appropriate for an orderly
         administration of these Reorganization Cases;

   (b) within five business days after service of a particular
       notice, file with the Clerk's Office a certificate or
       affidavit of service that includes:

       * a copy of the notice served;

       * an alphabetical list of persons on whom the notice was
         served, along with their address; and

       * the date and manner of service;

   (c) continue to provide necessary services in connection with
       prepetition balloting activities;

   (d) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

   (e) serve pleadings as required by the Debtors;

   (f) maintain official claims registers in these cases by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes these information for each
       Claim or Interest asserted:

       * the name and address of the Claimant or Interest holder
         and any agent, if the proof of claim or proof of
         interest was filed by an agent;

       * the date the proof of claim or proof of interest was
         received by Trumbull and the Court;

       * the claim number assigned to the proof of claim or proof
         of interest; and

       * the asserted amount and classification of the Claim;

   (g) provide these additional services relating to Claims
       processing:

       * Implement necessary security measures to ensure the
         completeness and integrity of the claims registers;

       * Transmit to the Clerk's Office a copy of the claims
         registers on a weekly basis, unless requested by the
         Clerk's Office on a more or less frequent basis;

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

       * Provide access to the public for examination of copies
         of the proofs of claim or proofs of interest filed in
         these cases without charge during regular business
         hours;

       * Record all transfers of Claims pursuant to Rule 3001(e)
         of the Federal Rules of Bankruptcy Procedure and provide
         notice of these transfers, if directed to do so by the
         Court;

       * Comply with applicable federal, state, municipal, and
         local statues, ordinances, rules, regulations, orders,
         and other requirements;

       * Provide temporary employees to process Claims, as
         necessary;

       * Promptly comply with further conditions and requirements
         as the Clerk's Office or the Court may at any time
         prescribe; and

       * Provide other Claims processing, noticing, and related
         administrative services as the Debtors may request from
         time to time.

Trumbull's fees and the expenses incurred in its performance of
the required services will be treated as an administrative
expense in the Debtors' estates and will be paid by the Debtors
in the ordinary course of business.  Trumbull will submit to the
Office of the United States Trustee, on a monthly basis, copies
of the invoices it submits to the Debtors for the services
rendered.

Trumbull President, Lorenzo Mendizabal, ascertains that neither
Trumbull nor any of its employee has any connection with the
Debtors, their creditors, or any other party-in-interest.  The
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.  Trumbull, Mr. Mendizabal
attests, does not hold or represent any interest adverse to the
Debtors' Estates. (DII & KBR Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ELIZABETH ARDEN: S&P Assigns B- Rating to Proposed Sr. Sub. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Elizabeth Arden Inc.'s proposed $150 million senior subordinated
notes, which are due 2014 and registered under Rule 144A. At the
same time, Standard & Poor's affirmed its 'B+' corporate credit
rating on the prestige beauty products company. In addition,
Standard & Poor's raised its rating on the firm's senior unsecured
notes one notch to 'B', reflecting the firm's reduced use of
secured debt financing.

The outlook is stable. The Miami Lakes, Florida-based company had
$379 million of debt outstanding as of Oct. 25, 2003.

Proceeds from the proposed senior subordinated debt offer will be
used to repay $104 million in 11-3/4% senior secured notes due
2011 and $20 million in 10-3/8% senior unsecured notes due 2007.
The rating on the subordinated debt is based on preliminary
offering statements and is subject to review upon final
documentation.

"The ratings on Elizabeth Arden reflect the company's narrow
product portfolio, highly seasonal sales, and concerns about the
very competitive fragrance business," said Standard & Poor's
credit analyst Patrick Jeffrey. "These factors are partially
mitigated by Elizabeth Arden's solid position in fragrances and
its wide distribution, especially in the high growth mass-
merchandising trade channel."


ENRON CORP: Court Approves Pemex Settlement Proceeds Allocation
---------------------------------------------------------------
With the approval of the Pemex Settlement Agreement, the Enron
Corporation Debtors estimate that they have $18,200,000 available
for distribution to Enron Entities.  In this regard, the Debtors
propose to use and allocate the $18,200,000 Settlement Proceeds
to:

                   Reimbursement of   Allocation of  
Enron Entity        CAByL Expenses    Net Proceeds    Percentage
------------       ----------------   -------------   ----------
Enron Equipment              $0        $14,946,830       82.13%
Procurement Co.

Enron Engineering
& Construction Co.       18,347                  0        0.10%

Enron Power                   0          2,016,737       11.08%
Construction Co.       

Enron Power Corp.     1,008,802            209,274        6.69%
                     ----------        -----------
  TOTAL              $1,027,149        $17,172,851

                          *     *     *

Judge Gonzalez approves the settlement proceeds allocation. (Enron
Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


EXIDE: Lease Decision Period Extension Hearing Set for Jan. 22
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on January 22, 2004 to consider the Exide
Technologies Debtors' request to extend their deadline to make
lease-related decisions.  

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

As previously reported, the Debtors asked the Court to extend the
period of time to decide whether to reject, assume or assign their
Unexpired Leases, through and including March 31, 2004. (Exide
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

  
EXTREME NETWORKS: Will Publish Q2 2004 Results on January 15
------------------------------------------------------------
Extreme Networks, Inc. (Nasdaq: EXTR), a leader in Ethernet
networking, plans to release the financial results of its fiscal
second quarter ended Dec. 31, 2003, on Thur., Jan. 15, 2004.

A conference call will follow at 8:30 a.m. Eastern Time (5:30 a.m.
Pacific Time).  A live webcast and replay of the call will be
available at http://www.extremenetworks.com/aboutus/investor/

Financial and statistical information to be discussed during the
conference call are posted on the Investor Relations section of
the Company's Web site at http://www.extremenetworks.com/

Extreme Networks (S&P, B Corporate Credit & CCC+ Conv. Sub. Note
Ratings, Stable) delivers the most effective applications and
services infrastructure by creating networks that are faster,
simpler and more cost-effective.  Headquartered in Santa Clara,
Calif., Extreme Networks markets its network switching solutions
in more than 50 countries.  For more information, visit
http://www.extremenetworks.com/


FALCON PRODUCTS: Weak Profitability Spurs S&P to Cut Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on furniture maker Falcon Products Inc. to 'B-' from 'B',
and lowered its subordinated debt rating to 'CCC' from 'CCC+'. The
ratings were removed from CreditWatch, where they were placed
Nov. 4, 2003.

The outlook is negative.

Total debt outstanding at Aug. 2, 2003, was approximately $169.2
million.

The downgrade on St. Louis, Missouri-based Falcon Products Inc.
reflects weak profitability resulting from the continued softness
within the furniture segments the company serves. Moreover, the
company has high debt leverage, and difficult market conditions
have continued to weaken credit measures.

"While Falcon has taken steps to improve its cost position,
including asset rationalization and other cost savings measures,
Standard & Poor's remains concerned about the company's prospects
for profit improvement," said credit analyst Martin Kounitz. In
the food service segment, Falcon has not yet fully replaced
revenues after completing a contract with Boston Market to
renovate restaurants. In addition, sales to the hospitality sector
continue to decline as hotel customers defer room refurbishment
investments. In the office contract segment, volume is flat.
Areas that have shown growth have not fully offset weak
hospitality, food service, and contract sales.

The company has been challenged by soft demand for furniture in
its core markets, restaurants, offices, and hospitality
businesses. EBITDA for the 12 months ended Aug. 2, 2003, adjusted
for restructuring, was down 34% versus 2002. Recently, the company
was awarded a contract to provide stacked chairs for the Orange
County Convention Center, and these began to ship in the fourth
quarter of 2003. However, overall net sales for the third quarter
of 2003 were $62.3 million, down approximately 12% from the same
period in 2002, mainly because revenues from Boston Market were
not replaced after its refurbishing contract was completed.

Falcon continues to take steps to reduce its cost structure, most
recently closing and consolidating manufacturing facilities and
converting from a defined benefit plan to a 401(k) plan.
Management also intends to streamline its supply chain. Total
savings from these actions are expected to be about $5 million to
$7 million in 2004.


FEDERAL-MOGUL: Court Allows Hoskins to Collect $8.8 Million
-----------------------------------------------------------
In consideration of the stipulation among Forest and Julia D.
Hoskins, the Federal-Mogul Debtors, and the Official Committee of
Unsecured Creditors, the Court:

   -- modifies the August 27, 2002 Order and the automatic stay
      solely for the limited purpose of allowing the Hoskins to
      collect the Missouri Judgment from the Bond against the
      Surety; and

   -- directs the Travelers Casualty and Surety Company of
      America to wire transfer $8,782,490 to Hoskins' counsel for
      trust accounts on January 5, 2004.

The August 27 Order was the Court's second stipulated Order,
which allowed the parties to prosecute and exhaust the appeal of
the Missouri Judgment, but maintained the automatic stay in all
other respects.

                         *    *    *

                         Backgrounder

Forest and Julia D. Hoskins sought relief from the automatic stay
to permit them and the Federal-Mogul Corporation Debtors to
continue to litigate an appeal filed by the Debtors in the
Missouri Supreme Court for money judgment.  The action was styled
Hoskins v. Business Men's Assurance Co.  The stay relief provided
that in the event the appeal was unsuccessful, the Hoskins will be
allowed to enforce the Missouri Judgment against an $8,916,392
supersedeas bond appertained to the Hoskins by the Debtors, as
principals, and Travelers Casualty and Surety Company of America,
as surety.

Subsequently, the Bankruptcy Court entered a Stipulated Order
among the Hoskins, the Debtors and the Official Committee of
Unsecured Creditors, allowing the appeal of the Missouri Judgment
to proceed in the Missouri Supreme Court.

The Missouri Supreme Court resolved the sole issue, which
provided it with subject matter jurisdiction over the Debtors'
appeal.  Without reaching the merits of the appeal, the Missouri
Supreme Court transferred the case to the Western District of
Missouri Court of Appeals for resolution of the remaining issues
on appeal.

On August 27, 2002, the Bankruptcy Court entered a second
Stipulated Order, which allowed the parties to prosecute and
exhaust the appeal of the Missouri Judgment.  The Western
District of Missouri Court of Appeals reversed the trial court
decision on the allowance of prejudgment interest, but otherwise
affirmed the Missouri Judgment.  The Supreme Court of Missouri
denied rehearing late October, so at this point, the Debtors have
exhausted their right to appeal the Missouri Judgment through the
Missouri state courts.  The Hoskins understand that the Debtors
have determined not to petition for a writ of certiorari from the
United States Supreme Court.

The Hoskins approached the Debtors through counsel about
consenting to modify the August 27, 2002 Order and the automatic
stay in these cases to allow them to collect on the Bond.  As it
turned out, the Debtors did not have any objection to the
Hoskins' request.

The Hoskins, therefore, asked the Court to approve their agreement
with the Debtors, modifying the August 27, 2002 Order and the
automatic stay, allowing them to collect the Missouri Judgment,
as amended on appeal, on the Bond. (Federal-Mogul Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COS.: Court to Consider Disclosure Statement on Jan. 21
---------------------------------------------------------------
U.S. Bankruptcy Court Justice Walrath will convene a hearing on
January 21, 2004 at 9:30 a.m. in Delaware to consider the adequacy
of the Fleming Debtors' Disclosure Statement filed in support of
the Debtors and Official Committee of Unsecured Creditors' joint
reorganization plan.  

At the Disclosure Statement Hearing, the Court will consider if
the Disclosure Statement contains adequate information required
under Section 1125 of the Bankruptcy Code.  A disclosure
statement, Section 1125 provides, must contain sufficient
information necessary to allow hypothetical creditors to make
informed decisions whether to approve to reject the debtors' plan.

Objections to the Disclosure Statement may be filed no later than
January 14, 2004 at 4:00 p.m. (Fleming Bankruptcy News, Issue No.
20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FORMICA CORPORATION: Claim Trading Activity Report
--------------------------------------------------
Papers delivered to the U.S. Bankruptcy Court in Manhattan show
purchases of unsecured claims against Formica Corporation and its
debtor-subsidiaries by:

     Stonehill Institutional Partners, L.P.
     885 Third Avenue, 30th Floor
     New York, NY 10022       
     Attention: Wayne Teetsel
                General Partner
                Telephone (212) 739-7474

     Liquidity Solutions, Inc.
     dba Capital Markets
     adba Revenue Management
     One University Plaza, Suite 518
     Hackensack, NJ 07601
     Attention: Robert K. Minkoff
                Telephone (201) 968-0001

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

     Polonius Partners, LLC
     1 Sound Shore Drive, Suite 100
     Greenwich, CT 06830
     Attention: Robert Gold
                Managing Director
                Telephone (203) 550-0067

     Tri-Factors
     One University Plaza, Suite 518
     Hackensack, NJ 07601
     Attention: Robert K. Minkoff
                Telephone (201) 968-0001

     Harvey's Personal Services, LLC
     9321 Electra Court
     Richmond, VA 23218
     Attention: Michael L. Harvey
                Telephone (804) 356-9525


     Debt Acquisition Company of America
     2120 W. Washington Street
     San Diego, CA 92110
     Attention: Traci Fette

     Platinum Partners, LP
     152 West 57th Street, 54th Floor
     New York, NY 10019
     Attention: Robert Kolter
                Portfolio Manager

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

Formica, together with its debtor and non-debtor-affiliates is a
preeminent worldwide manufacturer and marketer of decorative
surfacing materials.  The company filed for chapter 11 protection
on March 5, 2002. Alan B. Miller, Esq. and Stephen Karotkin, Esq.
at Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  As of September 30, 2001, the Company
reported consolidated assets of $858.8 million and liabilities of
$816.5 million.  

On July 1, 2003, the Bankruptcy Court approved a Stock Purchase
Agreement with an investment group sponsored by Cerberus Capital
Management L.P. and Oaktree Capital Management LLC pursuant to
which the investment group committed to invest $175 million in
cash in Formica and its subsidiaries.  The Company has proposed a
plan of reorganization built around that transaction and a
consensual reorganization reached with a Steering Committee for
its senior secured lenders and its Official Committee of unsecured
creditors.  Formica has secured approval of a Disclosure Statement
explaining their Plan of Reorganization.  A Confirmation Hearing
is scheduled for January 13, 2004.  Formica has executed a term
sheet so that it will have access to $65 million once the Plan is
confirmed and effective. The exit financing is to be provided by
The Foothill Group, Inc., an affiliate of Wells Fargo Foothill,
Inc.


GINGISS GROUP: Taps Tabet Divito as Insurance Litigation Counsel
----------------------------------------------------------------
The Gingiss Group, Inc., and its debtor-affiliates are seeking
permission from the U.S. Bankrutpcy Court for the District of
Delaware to employ and retain Tabet Divito & Rothstein LLC as
Special Insurance Coverage Litigation Counsel. The Debtors
selected the firm because of its extensive expertise and knowledge
in the field of business and insurance coverage litigation.

Since the Firm is already familiar with the Debtors' relevant
business affairs and litigation status, it is fully prepared to
immediately address the legal issues that will come before it in
this regard, with is critical to the successful sale of the
Debtors' assets and thereby critical to the Debtors' efforts to
maximize its recovery for its creditors.

The professionals who will be working under this engagement, and
their respective hourly rates, are:

          Michael Rothstein   $350 per hour
          Deborah Decker      $225 per hour
          Michael Grant       $205 per hour
          Diane Tasic         $90 per hour

Tabet Divito is expected to:

     a. provide legal advice with respect to the Insurance
        Coverage Litigation;

     b. prepare on behalf of the Debtors necessary
        applications, complaints, answers, declarations, orders,
        counterclaims, affidavits, reports, and other legal
        papers relating to the Insurance Coverage Litigation or
        other issues;

     c. appear, to the extent required by special insurance
        coverage litigation counsel in Court, and to protect the
        interests relating to insurance-related matters, and
        matters related or incidental thereto of the Debtors
        before the Court; and

     d. perform all other legal services for the Debtors that
        may be necessary and proper in these proceedings.

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


HASBRO INC: Will Publish Fourth-Quarter Results on February 9
-------------------------------------------------------------
Hasbro, Inc. (NYSE:HAS) will webcast its fourth quarter results
via the Internet. The webcast will take place on Monday, February
9, 2004 at 9:00 a.m. EST, following the release of Hasbro's
quarterly financial results.

The webcast will be available to investors and the media on
Hasbro's investor relations home page at http://www.hasbro.com/  
click on "Corporate Info", click on "Investor Information", then
click on the webcast microphone.

The audio webcast platform is Microsoft's Windows Media
Player(TM). To install Windows Media Player prior to the webcast,
log on to

  http://www.microsoft.com/windows/windowsmedia/en/download/default.asp/  

and follow the directions.

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


HAWAIIAN AIRLINES: Ranked #1 by DOT for On-Time Service in Nov.
---------------------------------------------------------------
The U.S. Department of Transportation reported that Hawaiian
Airlines, Hawaii's oldest and biggest airline, had the nation's
best on-time service for November 2003, with 93.3 percent of its
flights arriving on schedule.

The DOT issued its Air Travel Consumer Report for November
comparing the performance of Hawaiian and 17 other major and
regional airlines that file monthly statistics with the federal
government. On-time service, according to DOT standards, is any
flight arriving within 15 minutes of its scheduled time.

"We're elated that the hard work and diligence of our employees
has paid off and that Hawaiian is America's number one carrier in
November for getting travelers to their destinations on time.
Hawaiian had been more punctual than all of the airlines reporting
to DOT for the previous 10 months as well, but this is the first
time our data has been included in DOT's report," said Mark
Dunkerley, Hawaiian's president and chief operating officer.

"This outstanding performance is a direct result of
recommendations and initiatives put forth by Hawaiian Airlines
employees. Together with our operations managers, they deserve all
the credit."

Dunkerley noted that, beginning in January 2003, Hawaiian formed a
task team of front-line employees and a manager that conducted an
exhaustive evaluation of existing operations and all procedures
"above and below wing." Numerous recommendations were implemented
ranging in scope from minute procedural changes to increased
staffing, which have collectively resulted in consistently high
flight schedule reliability and enhanced customer service.

Hawaiian averages approximately 30 transpacific flights and 100
interisland flights daily. Dunkerley pointed out that the
consistency in on-time performance is especially impressive
considering that Hawaiian's interisland service consists of short,
back-to-back trips with only 25 minutes on the ground in between
flights. Any delays can potentially carry over to affect
departures and arrivals for the remainder of the day.

November marked the first month that Hawaiian began voluntarily
reporting its monthly flight statistics with DOT.

The November ranking by DOT follows an industry analysis prepared
by the Honolulu market research firm of Q-Mark Research & Polling,
which showed that Hawaiian had the nation's best year-to-date on-
time performance through October 2003, with 92.1 percent of
flights arriving on time for the first 10 months of the year. The
analysis covered approximately 40,000 flights and 4.6 million
passengers that Hawaiian serviced through October, and compared
data collected from the airline with the published data of DOT.

"On-time service is just one area of excellence in customer
service in which Hawaiian is continually striving to be the best
in the airline industry," Dunkerley said.

The Air Travel Consumer Report is available online at
http://www.airconsumer.ost.dot.gov/  

Hawaiian Airlines is recognized as one of the best airlines in
America. Business travelers recently surveyed by Conde Nast
Traveler rated Hawaiian Airlines as having the best in-flight
service and meals of any U.S. carrier. Hawaiian was recently
ranked fourth best in the nation overall by Travel + Leisure.

Founded in Honolulu 74 years ago, Hawaiian Airlines is Hawaii's
largest and longest-serving airline, and the second largest
provider of passenger air service between Hawaii and the mainland
U.S. Hawaiian offers nonstop service to Hawaii from more mainland
U.S. gateways than any other airline. Hawaiian also provides
approximately 100 daily jet flights among the Hawaiian Islands, as
well as service to American Samoa and Tahiti.

Hawaiian Airlines, Inc. is a subsidiary of Hawaiian Holdings, Inc.
(AMEX and PCX: HA). Since the appointment of a bankruptcy trustee
on May 16, 2003, Hawaiian Holdings has had no involvement in the
management of Hawaiian Airlines and has had limited access to
information concerning the airline.

Additional information on Hawaiian Airlines is available at
http://www.HawaiianAir.com/


HAYES LEMMERZ: Wins Supply Agreement with Strick Corporation
------------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) announced that
its Commercial Highway Division reached an agreement with Strick
Corporation.  The agreement provides that Hayes Lemmerz will
supply 100% of all standard, non-specified, wheel end components
for Strick in 2004 and 2005.  This includes CentruMount(R) Steel
Wheels, Cast Hub and Drums and Centrifuse(R) Brake Drums.

This agreement continues to support the Division's goal of
providing major trailer manufacturers with innovative and quality
components.  For more information about Hayes Lemmerz Commercial
Highway Division, visit http://ch.hayes-lemmerz.com/

Strick Corporation produces custom dry freight vans supplying
discerning customers with solutions to minimize both trailer and
freight damage while reducing maintenance costs.  For more
information visit their Web site at http://stricktrlr.com/

Hayes Lemmerz International, Inc. is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company has 43 plants, 2 joint venture facilities
and approximately 11,000 employees worldwide.


HAYNES: S&P Junks Ratings over Balance Sheet Restructuring News
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on Kokomo,
Indiana-based Haynes International Inc. to CC from CCC. The
downgrade follows the company's announcement that it retained an
outside entity to assist it in the restructuring of its balance
sheet.

"Demand for the company's high performance alloy products has been
significantly depressed during fiscal 2003 (ended Sept. 30, 2003),
primarily because of weakness in the aerospace and land based gas
turbine markets," said Standard & Poor's credit analyst Dominick
D'Ascoli. With lower capacity utilization from decreased volumes
and relatively high fixed costs, performance has suffered.
Exacerbating the situation are higher raw material and energy
costs.

Standard & Poor's believes it unlikely that conditions will
improve fast enough to enable Haynes to avoid liquidity problems
or be able to successfully refinance approximately $140 million of
11.625% notes maturing in September 2004. Financial performance is
extremely poor. For the 12-month period ending Sept. 30, 2003,
debt to EBITDA and EBITDA to interest were 16x and 0.6x,
respectively.


HOVNANIAN ENT.: Reports 37% Increase in Net Contracts for Dec.
--------------------------------------------------------------
Hovnanian Enterprises, Inc. (NYSE: HOV), a leading national
homebuilder, announced preliminary net contracts for the month of
December 2003.  The following table summarizes net contracts, by
region, for the month of December 2003:

             December      % Change     December       % Change
               2003          From         2003           From
               Net         December   Net Contracts    December
             Contracts        2002                        2002
             ---------     --------   -------------    ---------
                              ($ in millions)

Northeast      200           43.9%       $61.7          64.9%
(NJ, NY, PA, OH)

Southeast      172           15.4%        46.3          33.0%
(FL, MD, NC,
  SC, VA, WV)

Southwest      185           90.7%        30.8          71.0%
(AZ, TX)

West           226           -7.4%        76.3          13.9%
    (CA)
               ---           -----       -----          -----
Total:         783           24.5%      $215.1          36.8%

The number of active selling communities company-wide on
December 31, 2003 increased to 284 communities from 199
communities at the end of December 2002. The number of net
contracts in the Northeast in December 2003 includes the
effect of the Summit Homes acquisition, which closed in April
2003.  The number of net contracts in the Southwest in December
2003 includes the effect of the Great Western Homes' acquisition,
which closed in August 2003. The number of net contracts in the
Southeast in December 2003 includes the effect of the Windward
Homes acquisition, which closed in November 2003.

Hovnanian Enterprises, Inc. (S&P, BB Corporate Credit Rating,
Stable) founded in 1959 by Kevork S. Hovnanian, Chairman, is
headquartered in Red Bank, New Jersey.  The Company is one of the
nation's largest homebuilders with operations in Arizona,
California, Florida, Maryland, New Jersey, New York, Michigan,
North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The Company's homes are marketed and
sold under the trade names K. Hovnanian, Washington Homes, Goodman
Homes, Matzel & Mumford, Diamond Homes, Westminster Homes, Fortis
Homes, Forecast Homes, Parkside Homes, Brighton Homes, Parkwood
Builders, Summit Homes, Great Western Homes and Windward Homes.
As the developer of K. Hovnanian's Four Seasons communities, the
Company is also one of the nation's largest builders of active
adult homes.

Additional information on Hovnanian Enterprises, Inc., including a
summary investment profile and the Company's 2002 annual report,
can be accessed through the Investors page of the Hovnanian Web
site at http://www.khov.com/


INDIANAPOLIS POWER: First Mortgage Bonds Gets S&P's BB+ Rating
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB+' rating to
Indianapolis Power & Light Co.'s (IPL; BB+/Negative/--) $100
million first mortgage bonds due January 2034.

IPL is the primary subsidiary of IPALCO Enterprises Inc., an
Indianapolis, Ind.-based holding company that was acquired by The
AES Corp. in early 2001.

IPL has about $733 million in outstanding debt including current
maturities.

Proceeds will be used to retire all $80 million principal amount
of the company's 6.05% first mortgage bonds due February 2004 and
to finance a portion of the company's 2003-2006 construction
program.

The ratings on IPL reflect the company's linkage to AES. AES is a
global power company that owns assets throughout the world.
Standard & Poor's ratings on individual entities within AES are a
function of AES, whose consolidated financial profile is
significantly weaker than that of IPALCO and IPL.

"IPL's strong, stand-alone creditworthiness reflects an above-
average business position and healthy measurements. However,
servicing IPALCO's heavy debt burden depends entirely on the
dividend stream that IPL provides to IPALCO," said Standard &
Poor's credit analyst Barbara Eiseman. IPALCO's financial profile
remains very weak due to the late 2001 issuance of $750 million of
debt.

IPL's favorable business position is supported by low production
costs and competitive rates, lack of nuclear exposure, responsive
Indiana regulation, a healthy service area, and efficient
operations offset by relatively heavy environmental expenditures.

The negative outlook mirrors that of ultimate parent AES.


INTERNATIONAL MULTIFOODS: Posts Improved Q3 Fiscal 2004 Results
---------------------------------------------------------------
International Multifoods Corp. (NYSE:IMC) reported third-quarter
fiscal 2004 net earnings of $14.2 million, or 73 cents per diluted
share, compared with $10.6 million, or 55 cents per diluted share,
a year ago. Results in both periods include unusual and one-time
items, which are described below.

Last year's third-quarter results also included a loss from
discontinued operations of $2.2 million, or 11 cents per diluted
share.

Excluding unusual and one-time items, earnings from continuing
operations for the three months ended Nov. 29, 2003, were $14.8
million, or 76 cents per diluted share, compared with $15.8
million, or 81 cents per share, in the same period a year earlier.
The year-over-year decline in earnings was primarily attributable
to lower sales volumes and lower pension income.

Net sales in the current quarter were $273.7 million, down from
$301.2 million in the prior year.

"Our results in the quarter were in line with the expectations we
outlined in November and keep us on track to meet our revised
earnings and free cash flow estimates for the full year," said
Gary E. Costley, Multifoods chairman and chief executive officer.

"During the quarter, we began an across-the-board assessment of
our cost structure to identify ways to streamline the organization
and increase the efficiency of our operations," Costley said.
"With the cost-savings we generate, we intend to increase
investments in new initiatives that enhance the short- and long-
term value of our brands."

Capital expenditures for the quarter were $12.8 million and
included the final payment to General Mills for the purchase of a
manufacturing plant in Toledo, Ohio. Depreciation and amortization
totaled $5.7 million.

Debt at the end of the third quarter was $376.5 million, up
approximately $31 million from $345.2 million last year. The year-
over-year change was driven by an increase in working capital
levels and higher capital investment spending resulting primarily
from the company's November 2001 acquisition of the Pillsbury
desserts and specialty products business. Earlier this year, the
company purchased about $20 million in working capital from
General Mills that had been carried on their balance sheet under
terms of a transition services agreement entered into at the time
of the acquisition. Sequentially, the company reduced its debt
from the end of the second quarter by $10 million as a result of
positive operating cash flows.

Given the investments this year related to the brand acquisition
and the seasonality of the company's business, free cash flow for
the nine months ended Nov. 29, 2003, was a negative $27.3 million
(cash flows of $800,000 from continuing operations less capital
expenditures of $28.1 million). The company continues to expect
strong operating cash flows in the fourth quarter and remains
comfortable with its full-year free cash flow estimate of $5
million to $10 million.

Net interest expense for the quarter was $5.3 million, down from
$6 million a year ago. The effective tax rate for continuing
operations before unusual and one-time items was 33 percent
through the first nine months of fiscal 2004. Including unusual
and one-time items, the company's tax rate year-to-date was 30.2
percent. The company's cash taxes paid are substantially less than
book expense because of the recognition of net operating loss
carryforwards related to discontinued operations.

          Discussion of Third-Quarter Operating Results

Following is a review of the company's third-quarter operating
results by segment:

U.S. Consumer Products. Net sales for the third quarter were
$133.2 million, down about 12 percent from $151.8 million last
year, due to a 15-percent decline in total shipments. Operating
earnings were $23.9 million, essentially even with a year ago. The
benefits of higher average selling prices and lower selling and
promotional expenses helped to offset the lower shipment volumes
in the quarter.

For the 13 weeks ending Nov. 29, 2003, consumer take-away as
measured by dollar volume was down about 10 percent. This decline
was driven by aggressive competitive promotional activity and soft
category trends. Overall, retail distribution levels for the
company's consumer brands were essentially even with the third
quarter a year ago.

"As we indicated in November, an intensified competitive
environment and category softness hampered the performance of our
U.S. Consumer Products business in the quarter," Costley said. "We
are now starting to see slight moderation in competitive
promotional activity in the marketplace. In addition, we are
taking steps to enhance our operational and marketing approaches
in response to the competitive environment and marketplace trends.
While we are not satisfied with our current performance, we firmly
believe in the long-term value and potential of our brands, and
will continue to focus on bringing innovation to the categories to
drive profitable growth."

During the quarter, the company launched the "Pillsbury Kids Bake
It Fun" promotion, reinforcing the Pillsbury brand's strong
commitment to and appeal among households with young children. The
promotion gives kids the chance to win a $25,000 grand prize for
an innovative creation using Pillsbury baking mix or frosting
products.

Foodservice Products. Third-quarter net sales in Foodservice
Products were $53.4 million, down about 10 percent from $59.4
million in the prior year, as the planned rationalization of low-
margin accounts and product lines, and lower baking mix volumes in
the foodservice distributor channel more than offset growth in the
company's thaw-and-serve products. Excluding unusual items,
operating earnings were $600,000, down from $1.6 million a year
ago, due primarily to higher ingredient costs, principally for
eggs, and overall lower volumes. Including unusual items,
operating earnings in Foodservice Products were $300,000.

"We are beginning to see positive trends in some segments of the
foodservice industry," Costley said. "However, our Foodservice
Products business will continue to be affected near-term by higher
ingredient costs."

Canadian Foods. Net sales for the third quarter of fiscal 2004
were $87.1 million, down slightly from $90 million last year.
After adjusting for currency effects, sales were down
approximately 15 percent, as a result of lower volumes, primarily
in foodservice and consumer baking mixes, and export products.

Operating earnings were $6.4 million, down from $8.9 million in
the year-earlier period. This decline was largely attributable to
the lower sales volumes and lower returns on U.S. dollar-
denominated sales as a result of a stronger Canadian dollar.

For the 12 weeks ending Nov. 29, 2003, consumer take-away in flour
was up about 2 percent. In condiments, consumer take-away declined
about 1 percent primarily due to difficult comparisons with a year
ago when the company introduced its Bick's snack-sized pickles.

"In Canada, we are investing to sustain and build upon the equity
in our Robin Hood, Bick's and Golden Temple brands franchises,"
Costley said. "We expect our performance to improve next year and
beyond as we begin to realize the benefits of our investments in
consumer-driven new products and packaging innovations."

During the quarter, the company completed an upgrade and expansion
at its Montreal mill, which gives the company greater supply-chain
flexibility and improves productivity. The company also continues
to take steps to minimize the complexity of its Canadian
foodservice products business by reducing the number of products
it sells and eliminating duplicative items.

      Summary of Third-Quarter Unusual and One-Time Items

The company's third-quarter fiscal 2004 results include unusual
items totaling $1.1 million pre-tax, $600,000 after tax or 3 cents
per share, for severance costs related to the departure of two
executives. In last year's third quarter, the company recorded a
non-cash, pre-tax charge of $4.7 million, or 15 cents per share,
to write off pre-paid bank fees associated with the early
retirement of $194 million of debt.

                      Nine-Month Summary

Net earnings for the nine months ended Nov. 29, 2003, were $14.8
million, or 76 cents per diluted share, compared with a net loss
of $53.9 million, or $2.78 per share, for the same period a year
ago. Excluding unusual and one-time items, earnings from
continuing operations were $20.8 million, or $1.07 per diluted
share, compared with $23.4 million, or $1.20 per share, for the
first nine months of the prior year.

Net sales through the first nine months of fiscal 2004 were $696
million, down 3.6 percent from $721.7 million in fiscal 2003.

                          Outlook

For its fiscal year ending Feb. 28, 2004, Multifoods expects
earnings before unusual and one-time items of $1.30 to $1.40 per
share. Including unusual and one-time items, reported earnings per
share are expected to be in the range of 92 cents to $1.02. The
company may recognize additional charges in the fourth quarter for
restructuring actions related to the organizational assessment
that is under way.

For the full year, the company expects free cash flow of $5
million to $10 million ($43 million to $48 million of cash flows
from operating activities less $38 million of capital
expenditures).

Multifoods' annualized financial targets for the three-year period
beginning next fiscal year are net sales growth of 2 percent to 3
percent; operating earnings growth of 4 percent to 6 percent; and
earnings per share growth of 7 percent to 9 percent. The company
also expects to generate free cash flow of $100 million to $120
million (cash flows from operations of $180 million to $210
million less capital expenditures of $80 million to $90 million)
over the same three-year period.

Multifoods (S&P, BB- Corporate Credit Rating, Negative) is a
manufacturer and marketer of branded consumer foods and
foodservice products in North America. Multifoods' brands include
Pillsbury(R) baking mixes for items such as cakes, muffins,
brownies and quick breads; Pillsbury(R) ready-to-spread frostings;
Hungry Jack(R) pancake mixes, syrup and potato side dishes; Martha
White(R) baking mixes and ingredients; Robin Hood(R) flour and
baking mixes; Pet(R) evaporated milk and dry creamer; Farmhouse(R)
rice and pasta side dishes; Bick's(R) pickles and condiments in
Canada; Softasilk(R) premium cake flour; Red River(R) hot flax
cereal; and Golden Temple(R) Indian foods. Further information
about Multifoods is available on the Internet at
http://www.multifoods.com/  


INTERNATIONAL WIRE: Promotes Six Senior Management Officers
-----------------------------------------------------------
International Steel Group Inc. (NYSE: ISG) announced six senior
management promotions.  

In making the announcements, Rodney Mott, ISG President and CEO,
stated, "Each of these individuals has already made a substantial
contribution to ISG's success. Their promotions reflect the
company's recognition of their excellent work and our confidence
in the leadership they will continue to provide."

Lonnie Arnett is appointed Vice President, Controller and Chief
Accounting Officer.  Mr. Arnett has been serving as Vice President
Finance.  His responsibilities will include internal and external
financial reporting, financial analysis and tax management. Mr.
Arnett has 35 years of experience in accounting and finance, more
than 20 years of which has been in the steel industry.  He earned
a BS degree in Accounting from Western Kentucky University and is
a Certified Public Accountant.  Additionally, Mr. Arnett completed
the Advanced Management Program at Harvard University, Graduate
School of Business Administration.

Brian Kurtz is appointed Vice President, Finance and Treasurer.  
Mr. Kurtz has been serving as Vice President and Corporate
Controller. His responsibilities will include liquidity
management, risk management, investor and bank relations and
strategic project management.  Mr. Kurtz joined ISG in April, 2002
and has played a key role in developing ISG's financial function.
He earned a BS degree in Accounting from Virginia Tech and is a
Certified Public Accountant.

William Brake, Jr. is appointed Vice President and General Manager
of ISG Cleveland Inc.  Mr. Brake has been serving as General
Manager of ISG Cleveland since March, 2003.  His responsibilities
as General Manager will continue. He has 17 years of management
experience in the steel industry.  He earned a BS degree in
Electrical Engineering from Case Western Reserve University and an
MBA degree from the Weatherhead School of Management.

William McKenzie is appointed Vice President and General Manager
of ISG Plate Inc. at Coatesville, Pennsylvania.  Mr. McKenzie has
been serving as General Manager at Coatesville since May, 2003.
His responsibilities as General Manager will continue. He has 25
years of experience in the metals industry.  Mr. McKenzie earned a
BS degree in Mechanical Engineering from West Virginia University.

Karen Smith is appointed Vice President Human Resources.  Ms.
Smith has been serving as Assistant Vice President and Corporate
Manager Human Resources since April, 2002. She earned an AS degree
in Business from the University of Charleston. Ms. Smith
established and developed ISG's human resources function. Prior to
joining ISG, she had 28 years of human resources and benefits
experience, ten of which were in the metals industry.

Thomas Wood is appointed Vice President Labor Relations.  Mr. Wood
has been serving as Assistant Vice President and Corporate Manager
Labor Relations since April, 2002. Mr. Wood played a key role in
developing ISG's labor relations function.  He has nearly 35 years
of management experience in the steel industry.  Mr. Wood earned a
BS degree in Business from the University of Dayton and a JD
degree from the Marshall College of Law at Cleveland State
University.

All appointments are effective January 1, 2004

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

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


IT GROUP: Outlines Disbursing Agent's Powers & Duties Under Plan
----------------------------------------------------------------
Harry J. Soose Jr., IT Group's Chief Executive Officer, explains
that a Disbursing Agent will be appointed and will be empowered
and directed to:

   (a) take all steps and execute all instruments and documents
       necessary to make Distributions to holders of Allowed
       Claims;

   (b) make distributions contemplated by the Plan;

   (c) comply with the Plan and the obligations thereunder;

   (d) employ, retain, or replace professionals to represent it
       with respect to its responsibilities;

   (e) object to Claims as specified in the Plan and prosecute
       the objections;

   (f) compromise and settle any issue or dispute regarding the
       amount, validity, priority, treatment, or Allowance of any
       Claim as provided in the Plan;

   (g) make periodic reports regarding the status of  
       distributions under the Plan to the holders of Allowed
       Claims as requested by the Oversight Committee; and

   (h) exercise other powers as may be vested in the Disbursing
       Agent pursuant to the Plan.

The Disbursing Agent will, on each Distribution Date, make the
required Distributions specified under the Plan.  To the extent
all or a portion of a Contested Claim becomes an Allowed Claim
subsequent to the Effective Date, the Disbursing Agent will
distribute to the holder of the Contested Claim the applicable
Distribution on the Distribution Date, immediately following the
date the Contested Claim becomes an Allowed Claim.

Except as otherwise provided, the Disbursing Agent, together with
its officers, directors, employees, agents, and representatives,
are exculpated by all Persons, holders of Claims and Equity
Interests, and all other parties in interest, from any and all
Causes of Action, and other assertions of liability -- including
breach of fiduciary duty -- arising out of the discharge of the
powers and duties conferred upon the Disbursing Agent by the
Plan, any Final Order of the Bankruptcy Court entered pursuant to
or in the furtherance of the Plan, or applicable law, except
solely for actions or omissions arising out of the Disbursing
Agent's willful misconduct or gross negligence.

No holder of a Claim or an Equity Interest will have or pursue
any Claim or Cause of Action:

   -- against the Disbursing Agent or its officers, directors,
      employees, agents, and representatives for making payments
      or Distributions in accordance with the Plan; or

   -- against any holder of a Claim for receiving or retaining
      payments or transfers of assets as provided for by the
      Plait.

Nothing contained in the Plan will preclude or impair any holder
of an Allowed Claim from bringing an action in the Bankruptcy
Court against the Debtors to compel the making of Distributions
contemplated by the Plan on account of the Claim. (IT Group
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


JACKSON PRODUCTS: Majority of Noteholders Back Workout Plan
-----------------------------------------------------------
Jackson Products, Inc., has extended the expiration date of its
exchange offer to holders of its 9-1/2% senior subordinated notes
due 2005.

The exchange offer, as extended, is currently scheduled to expire
at 5:00 p.m., Eastern Time, on Friday, January 9, 2004, unless
further extended. As of January 5, 2004, Jackson Products had
received tenders of approximately $104.7 million in aggregate
principal amount of senior subordinated notes, representing
approximately 91% of the $115 million in aggregate principal
amount of senior subordinated notes subject to the exchange offer.
The exchange offer is conditioned upon tender of all outstanding
senior subordinated notes.

The shares of preferred stock and common stock issuable in the
restructuring will not be registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not
be offered or sold in the United States absent registration under
the Securities Act and applicable state securities laws or
available exemptions from such registration requirements.

Jackson Products designs, manufactures and distributes safety
products and serves a variety of niche applications within the
personal and highway safety markets, principally throughout North
America and in Europe. Jackson Products markets its products under
established, well-known brand names to an extensive network of
distributors, wholesalers, contractors and government agencies.
Jackson Products currently has two reportable business segments:
Personal Safety Products and Highway Safety Products.

                         *    *    *

As previously reported, Jackson Product announced that the lenders
under its secured credit facility, and in excess of 75% of the
holders of its 9-1/2% Senior Subordinated Notes due 2005, entered
into forbearance agreements regarding specified existing defaults
until October 21, 2003. The Lenders' and Bondholders' forbearance
was subject to JPI's satisfaction of certain monthly restructuring
milestones on various dates prior to October 21, 2003. The
Bondholders had proposed a restructuring framework to JPI and
various of its stakeholders.


KAISER: Obtains Go-Signal to Sell Parcel 2 in Mead, Washington  
--------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained the
Court's approval for the sale of Parcels 2 -- surplus properties
located near their alumina smelter in Mead, Washington, to Hanson
Industries, which owns property adjacent to Parcel 2, entered into
discussions regarding Hanson's potential purchase of Parcel 2.  

Consisting of 157.23 acres, Parcel 2 is near, but not contiguous
with, the Debtors' alumina smelter in Mead, Washington.  Parcel 2
includes a coke calciner plant, which the Debtors used in
connection with the operation of the Mead Facility.  The calciner
plant processes green coke -- removing volatiles -- to prepare it
for manufacturing into anodes or pot cathodes at the Mead
Facility.

Under a purchase and sale agreement with Hanson, the Debtors will
sell Parcel 2 to Hanson for $1,636,000.  Although the sale of
Parcel 2 includes the calciner plant, pursuant to the Hanson Sale
Agreement, the Debtors maintain ownership of the coke calciner
equipment and the right to use the plant and process green coke
for a period of one year after the closing.  Hanson will obtain
ownership of the coke calciner equipment if the Debtors fail to
relocate it within one year after the closing.

The material terms of the Hanson Sale Agreement are:

   (a) The Debtors will sell Parcel 2 together with:

        * all buildings, fixtures, equipment and other
          improvements, including all rights, titles and
          interests of the Debtors in and to easements,
          appurtenances, rights and privileges;

        * all rights, title and interests in all permits,
          certificate, approvals, and licenses -- to the extent
          freely assignable -- including certificates of
          occupancy and conditional use and other permits; and

        * all appurtenant rights titles, and interests of the
          Debtors to water rights;

   (b) Parcel 2 is being sold subject to certain limitations, and
       excludes certain fixtures, equipment and personal
       property.  Expressly excluded is the Debtors' coke
       calcining equipment.  The Debtors retain ownership of, and
       the right to operate, the equipment for one year after
       the closing.  Hanson will obtain ownership of the calciner
       equipment if the Debtors fail to relocate within one year
       of the closing;

   (c) The Debtors are not transferring any intellectual property
       rights, except for potential rights of contribution,
       reimbursement or receivables they may have against third
       parties with respect to certain environmental
       contamination matters.  The Debtors have the absolute and
       exclusive proprietary right to all names, marks, trade
       names, trademarks and corporate symbols and logos they
       use;

   (d) Parcel 2 is being sold on an "as is, where is" basis with
       all faults and without any warranties, representations or
       guarantees, either express or implied, as to its
       condition, fitness for any particular purpose,
       merchantability, or any other warranty of any kind,
       nature, or type from or on behalf of the Debtors;

   (e) Hanson is required to deposit $50,000 in earnest money
       with Spokane County Title Company -- the Parcel 2 Escrow
       Company -- upon execution of the Hanson Sale Agreement.
       The earnest money will be credited towards the purchase
       price upon closing of the sale.  Except in limited
       circumstances, the earnest money cannot be refunded after
       the due diligence period expires on December 4, 2003;

   (f) Hanson is required to deposit the cash balance of the
       purchase price, after taking into account the earnest
       money deposited, with the Parcel 2 Escrow Company, 10 days
       after the Court approves the Hanson Sale Agreement; and

   (g) If an auction is held with respect to Parcel 2 and Hanson
       is not the successful bidder at the auction, Hanson will
       be entitled to receive reimbursement of the lesser of:

       -- its reasonable out-of-pocket expenses incurred in
          connection with the purchase of Parcel 2; or

       -- 3% of the purchase price, payable upon the closing of
          Parcel 2 to a purchaser other than Hanson.

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. (Kaiser
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


KB GROUP: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: KB Group-Burleson, Ltd.
        2653 Tarna Drive
        Dallas, Texas 75229

Bankruptcy Case No.: 04-30424

Chapter 11 Petition Date: January 6, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: John P. Lewis, Jr.
                  1412 Main Street, Suite 210
                  Dallas, TX 75202
                  Tel: 214-742-5925

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Liano Utilities                             $71,147

Sunwest Excavation                          $60,798

Austin Bridge & Road, LP                    $40,710

Coleman & Associates Land                   $23,592

Classic Erosion Control                     $15,759

GEES, Inc.                                  $12,818

All Texas Fence, Inc.                        $5,830

Alpha Testing                                $3,550

Texas Dirt                                   $2,435

Surveyors & Engineers of North               $2,392

John Wise                                      $280


KB HOME: Enters South Carolina with Palmetto Homes Acquisition
--------------------------------------------------------------
KB Home (NYSE: KBH) acquired South Carolina-based Palmetto
Traditional Homes.

The move further strengthens KB Home's growing presence in the
Southeastern U.S.  Last March, the company established itself in
Georgia and North Carolina with the acquisition of Atlanta-based
Colony Homes and in November, KB Home launched two new divisions-
Treasure Coast and Fort Myers-in Florida.

"We're delighted to be entering the South Carolina market through
this acquisition," said KB Home Chairman and CEO Bruce Karatz.  
"Palmetto shares our passion for quality-built homes and excellent
customer service, and we welcome them as part of the KB Home team
as we grow our leadership position in the Southeast."

Palmetto currently builds in Charleston, Columbia and Greenville-
Spartanburg-Anderson, the three largest metropolitan areas in
South Carolina. In 2003, Palmetto delivered 570 homes, generating
revenues of approximately $90 million.

The expansion into South Carolina positions KB Home in 34 of the
top 75 U.S. housing markets.

"KB Home was the perfect way to take the foundation of quality and
integrity that Palmetto Traditional Homes was built on and bring
it to the next level," said Andy White, Palmetto Traditional Homes
president.  "KB Home shares our understanding that solid value is
the most significant benefit we can provide our homebuyers."

KB Home (Fitch, BB+ Senior Unsecured Debt and BB- Senior
Subordinated Debt Ratings) is one of America's largest
homebuilders with domestic operating divisions in the following
regions and states: West Coast-California; Southwest-Arizona,
Nevada and New Mexico; Central-Colorado, Illinois and Texas; and
Southeast-Florida, Georgia and North Carolina.  Kaufman & Broad
S.A., the Company's majority-owned subsidiary, is one of the
largest homebuilders in France.  In fiscal 2002, the Company
delivered 25,565 homes in the United States and France.  It also
operates KB Home Mortgage Company, a full-service mortgage company
for the convenience of its buyers.  Founded in 1957, KB Home is a
Fortune 500 company listed on the New York Stock Exchange under
the ticker symbol "KBH."  For more information about any of KB
Home's new home communities, visit the Company's Web site at
http://www.kbhome.com/


LASERSIGHT INC: Files Reorganization Plan in S.D. of New York
-------------------------------------------------------------
LaserSight, Incorporated (OTC Pink Sheets: LASEQ) received the
settlement proceeds from a Shareholder derivative suit which had
been pending in the United States District Court, Southern
District of New York.

The original action, in which LaserSight was a nominal defendant,
was filed pursuant to Section 16 of the Securities Exchange Act of
1934. The Company received, net of court ordered fees and costs,
approximately $250,000 of the $400,000 settlement.

On November 20, 2003, the Company filed its monthly operating
report for the period October 1, 2003 through October 31, 2003 and
on December 19, 2003 filed its monthly operating report for the
period November 1, 2003 through November 30, 2003; with the U.S.
Bankruptcy Court for the Middle District of Florida -- Orlando
Division. Copies of the operating report may be obtained for a fee
from the Bankruptcy Court's Web site located at
http://www.flmb.uscourts.gov/

On January 5, 2004, the Company filed its Reorganization Plan with
the U.S. Bankruptcy Court. The Plan was a result of negotiations
with the various parties involved and provides in part for Debtor
in Possession financing to be provided by New Industries
Investment Consultants (H.K.) LTD. NII is the Hong Kong based
affiliate of Shenzhen New Industries Medical Development Co.,
Shenzhen, the People's Republic of China. Shenzhen New Industries
is a company that specializes in advanced medical treatment
services; medical device distribution and medical project
investment and is the Company's largest customer. NII was the
holder of LaserSight's Series H Convertible Preferred Stock issued
during 2002. The Company has already received the first two
transfers of funds from NII as part of the $2.0 million of DIP
loans. Copies of the Plan may be obtained for a fee from the
Bankruptcy Court's Web site.

The Company's workforce has been recalled from its previously
announced furlough and has commenced ordering inventory component
parts and resumed limited manufacturing operations.

As previously disclosed in its most recently filed SEC Form 10-Q
Quarterly Report (Q1, May 15, 2003) and Form 10-K Annual Report,
the Company indicated that it had suffered recurring losses from
operations and has a significant accumulated deficit that raises
substantial doubt about its ability to continue as a going
concern. The financial statements included in the previously filed
SEC reports do not include any adjustments that might result from
the outcome of these uncertainties, including the bankruptcy and
subsequent reorganization.

Once the Company's Plan is approved, the Company may be required
to adopt "fresh start" reporting in accordance with the American
Institute of Certified Public Accountants' Statement of Position
90-7, Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code ("SOP 90-7"). Fresh- start reporting may result in
material changes to the Company's balance sheet, including
valuation of assets at fair value in accordance with principles of
the purchase method of accounting, valuation of liabilities
pursuant to provisions of the Plan (when and if approved) and
valuation of equity based on the reorganization value of the
ongoing business.


LESLIE'S POOLMART: S&P Affirms Ratings & Changes Outlook to Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Leslie's
Poolmart Inc. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'B' corporate credit rating. Approximately
$67 million of debt is affected by this action.

"The revised outlook reflects Leslie's improved operating
performance over the past three years through better shrink
control, inventory management, and customer service," said
Standard & Poor's credit analyst Patrick Jeffrey. "A ratings
upgrade could be considered over the next two years if the company
is able to continue to improve credit measures and effectively
manage the seasonal nature of the business."

The ratings reflect Phoenix, Ariz.-based Leslie's Poolmart Inc.'s
small sales and earnings base, as well as the highly seasonal
nature of its business, which can be affected by unfavorable
weather. These risks are somewhat offset by the company's leading
position in the stable retail pool-supply industry and its
improved operating performance over the past three years.

Although Leslie's 437 stores in 36 states make it the largest U.S.
pool-supply chain, the company competes with many local stores,
regional chains, home improvement centers, and discounters in a
highly fragmented industry. Although a national chain, Leslie's
does have some geographic concentration: About 41% of its store
base is in California and Texas. Vertical integration from a
remanufacturing facility and self-distribution contribute to the
company's good competitive position. Through improvements --
primarily in shrink control, inventory management, and customer
service -- the company improved its operating performance since
2001. Leslie's had sales of $327 million and lease-adjusted EBITDA
of $44 million in 2003.

Liquidity is provided by a $75 million revolving credit facility,
under which availability is determined by a borrowing base
formula. The facility matures in January 2008. Leslie's had $10
million of cash and $38 million of borrowing availability as of
Sept. 27, 2003. The company redeemed $30 million of senior
unsecured notes in the fourth quarter of 2003, and exchanged and
extended $60 million of senior notes to 2008. Revolving credit
facility availability and cash on hand should provide adequate
liquidity to fund working capital needs.


LEVEL 3 COMMS: Files Forbearance Petition with FCC on VoIP
----------------------------------------------------------
Level 3 Communications, LLC. (Nasdaq: LVLT), filed a "forbearance
petition" with the Federal Communications Commission asking the
agency to reaffirm that legacy switched access charges do not
apply to Voice over IP (VoIP).

Level 3 asks that the FCC grant its request while the Commission
completes its previously announced overhaul of the U.S.
intercarrier compensation regime.

"In granting this petition, the FCC would foster development and
growth of new VoIP applications by reducing the regulatory
uncertainty that currently surrounds Voice over IP," said James Q.
Crowe, Level 3's chief executive officer.  "VoIP promises to give
consumers an unprecedented level of control over their
communications services, and to make American businesses even more
productive and competitive in the global marketplace.  This will
happen, however, only if VoIP is allowed to develop without being
force-fit into outmoded regulatory constructs."

Under federal rules in place today, Voice over IP is generally
classified as an "information service."  As such, it is exempted
from the access charges imposed on traditional long distance
telecommunications services.  Some industry participants have
argued that access charges should be imposed on VoIP traffic when
traffic is exchanged between carriers.  Level 3 maintains that
such a move would be ill conceived and not in the public interest.
However, Level 3's petition would, if granted, maintain the
current access charge regime for rural carriers.

Level 3 makes its request at a time when the FCC is considering
eliminating switched access charges for all types of traffic, not  
just VoIP. In April 2001, the FCC initiated a formal proceeding to
explore reforming intercarrier compensation rules.  At the time,
the Commission said its goal was to move away from the existing
regime toward one that would provide "a stable foundation for the
pro-competitive goals of the Telecommunications Act of 1996."

"The existing intercarrier compensation regime is based on
implicit subsidies and obsolete conceptions of network
architecture and technology," Crowe said.  "Indeed, the FCC has
already recognized that we need to reform today's incoherent
patchwork of interconnection rules, which treat various carriers
differently and which have little basis in underlying costs.  It
simply does not make sense to compound that system's complexity by
forcing VoIP into an already illogical regulatory framework."

Level 3 supports FCC proposals to move to a unified intercarrier
compensation regime that eliminates non-cost-based carrier-to-
carrier payments, and that governs the exchange of traffic among
carriers under a single set of rules.  In addition, the company
supports industry development of guidelines and standards to
achieve a number of social policies that would enhance Voice over
IP as the technology continues to proliferate.  They include:

     -- Development of appropriate 911 and E911 interconnection
        and deployment standards for IP-originated VoIP;

     -- Development of packet-based standards for the
        Communications Assistance for Law Enforcement Act (CALEA);

     -- A universal service contribution mechanism that is
        "application neutral" but that ensures that IP-based
        communications contribute to universal service funding.

Under the federal Communications Act, the FCC must act on Level
3's forbearance petition within a year of the filing date, with a
possible three-month extension.  The petition has been assigned
FCC docket number WC 03-266.

Level 3 has been an industry pioneer in the development of Voice
over IP. The company introduced the world's first carrier-grade IP
voice termination service in 1999 and today offers a broad suite
of wholesale IP-based voice products.  The company also operates
the world's largest softswitch network, carrying IP-based voice
and data calls totaling more than 20 billion minutes every month.

Level 3 (Nasdaq: LVLT) is an international communications and
information services company.  The company operates one of the
largest Internet backbones in the world, is one of the largest
providers of wholesale dial-up service to ISPs in North America
and is the primary provider of Internet connectivity for millions
of broadband subscribers, through its cable and DSL partners.  The
company offers a wide range of communications services over its
22,500-mile broadband fiber optic network including Internet
Protocol (IP) services, broadband transport, colocation services,
and patented Softswitch-based managed modem and voice services.  
Its Web address is http://www.Level3.com/

The company offers information services through its subsidiaries,
Software Spectrum and (i)Structure.  For additional information,
visit their respective Web sites at
http://www.softwarespectrum.com/and http://www.i-structure.com/

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'CC' rating to Level 3
Communications Inc.'s shelf drawdown of $250 million convertible
senior notes due 2010. The outlook is negative.

Although cash proceeds improve Level 3's liquidity, Standard &
Poor's is still concerned about the company's ability to withstand
prolonged industry weakness, and risk from its acquisition
strategy.


LTV CORP: Judge Bodoh Clears PBGC Settlement & Release Agreement
----------------------------------------------------------------
The LTV Corporation Debtors obtained approval of U.S. Bankruptcy
Court Judge Bodoh for their settlement and release agreement with
Pension Benefit Guaranty Corporation.

LTV is the administrator of certain employee pension benefit
plans, including the LTV Steel Hourly Pension Plan, the LTV Steel
Salaried Defined Benefit Retirement Plan, the LTV Steel Mining
Company Pension Plan, the LTV Railroads Pension Plan, and the
Georgia Tubing Corporation Pension Plan.  The Copperweld Debtors
administer the Copperweld Corporation Shelby Division Pension Plan
for Production and Maintenance Employees, the Copperweld
Corporation Pension Plan and the Pension Plan for Miami Hourly
Employees.  The LTV Plans and the Copperweld Plans are subject to
ERISA.

The LTV Plans were not assumed either by ISG in the Integrated
Steel Sale transaction or by the purchaser of the LTV Tubular
Business.  As a result, PBGC determined that the LTV Plans must be
terminated to protect the interests of the LTV Plan participants.  
Between March 31, 2002 and April 30, 2003, PBGC and LTV entered
into a series of agreements terminating the LTV Plans and
appointing the PBGC trustee of these plans.

Based on the terminations of each of the LTV Plans, and in
anticipation of the termination of one or more of the Copperweld
Plans, PBGC asserted claims against the LTV Debtors for, among
other things, amounts arising out of, based on, or relating to the
termination, or future termination, of the LTV Plans and the
Copperweld Plans.

The Settlement Agreement fully resolves, compromises and settles
the claims between the LTV Debtors and PBGC arising under or in
connection with the Plan Terminations and the Plan Termination
Agreements.  The principal terms of the Settlement Agreement are:

       (a) PBGC's Administrative Expense Priority Claims

           The LTV Debtors and the PBGC agree that:

              (i) Administrative Claim No. 2822 relating to
                  the Georgia Tubing Corporation Pension Plan
                  will be reclassified and allowed as a general
                  unsecured non-priority claim for $85,455;

             (ii) Administrative Claim No. 807 for $1,093,120
                  for unpaid PBGC premiums for the LTV Steel
                  Hourly Pension Plan will be withdrawn with
                  prejudice; and

            (iii) PBGC will forever release and discharge the
                  LTV Debtors from any and all administrative
                  or priority claims, relating to the Plan
                  Termination Agreements or otherwise.  
                  However, PBGC will be entitled to continue to
                  assert its Administrative Claim No. 808 for
                  $48,240 for the reimbursement of actuarial
                  consulting costs.  The Debtors and all other
                  parties-in-interest will continue to be
                  entitled to object to the Substantial
                  Contribution Claim.

       (b) The PBGC's General Unsecured Claims

           The LTV Debtors and the PBGC agree that:

              (i) any and all general unsecured non-priority
                  claims for unfunded benefit liabilities, as
                  defined in 29 U.S.C. Section 1301(a)(18), of
                  the LTV Plans and the Copperweld Plans
                  resulting from the Plan Terminations,
                  including the Substantial Contribution Claim,
                  and asserted by PBGC against the LTV Debtors
                  will be fixed in the aggregate amount of
                  $1,450,000,000 against each of the LTV
                  Debtors' estates; and

             (ii) PBGC will forever release and discharge
                  each of the LTV Debtors from any and all
                  general unsecured non-priority claims,
                  relating to the Plan Terminations or otherwise.
                  However, the Unsecured Claim will be allowed
                  against each of the LTV Debtors and will be
                  paid or otherwise satisfied in accordance with
                  the treatment accorded to general unsecured
                  non-priority claims in each of the LTV Debtors'
                  cases.

       (c) Return of Assets

           Without further delay:

              (i) the LTV Debtors will deliver to PBGC, as
                  an asset of the LTV Steel Salaried Defined
                  Benefit Retirement Plan, a $2,661,268 rate
                  refund LTV received from CIGNA, representing
                  the surplus realized from the conversion of
                  the pre-ERISA CIGNA variable annuity policy
                  to a fixed annuity; and

             (ii) the PBGC will deliver to LTV, as an asset of
                  the LTV Steel Hourly Defined Contribution
                  Plan, $2,111,292 in net excess amount that was
                  erroneously transferred to PBGC, as trustee,
                  in connection with the termination of the
                  LTV Steel Hourly Pension Plan. (LTV Bankruptcy
                  News, Issue No. 59; Bankruptcy Creditors'
                  Service, Inc., 215/945-7000)


MAGELLAN HEALTH: S&P Assigns Low-B Counterparty & Sr. Debt Ratings
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' counterparty
credit, senior secured debt, and senior unsecured debt ratings to
behavioral health care company Magellan Health Services Inc.
(NASDAQ: MGLN).

Standard & Poor's also said that the outlook on MGLN is stable.

Standard & Poor's took this rating action in connection with
MGLN's emergence from bankruptcy effective today. The ratings are
supported by Standard & Poor's September 2003 analysis of the
company's plan of reorganization, which Standard & Poor's believes
has been substantially adopted in connection with MGLN's emergence
from bankruptcy.

Magellan is currently the largest provider of behavioral health
services in the U.S. "Magellan's key near-term challenges will
include establishing a more stable and consistent earnings stream,
fully implementing its operational improvement plan initiatives,
and improving the quality of its balance sheet," said Standard &
Poor's credit analyst Joseph Marinucci.


MESABA AVIATION: Flies 156 Mill. Revenue Passenger Miles in Dec.
----------------------------------------------------------------
Mesaba Aviation, Inc., a subsidiary company of MAIR Holdings, Inc.
(Nasdaq:MAIR), reported capacity and traffic for December. Mesaba
Aviation flew 245.2 million available seat miles (ASMs) in
December, which was up 8.0% year over year. Mesaba Aviation
carried 482,852 passengers in the month, which was down 0.4% year
over year generating 156.3 million revenue passenger miles (RPMs).

Passenger load factor, representing capacity filled, increased 0.7
points year over year to 63.7%.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines, operates as a
Northwest Jet Airlink and Northwest Airlink partner under service
agreements with Northwest Airlines. Currently, Mesaba Aviation
serves 112 cities in 30 states and Canada from Northwest's and
Mesaba Aviation's three major hubs: Detroit, Minneapolis/St. Paul,
and Memphis. Mesaba Aviation operates an advanced fleet of 99
regional jet and jet-prop aircraft, consisting of the 69 passenger
Avro RJ85 and the 30-34 passenger Saab SF340.

MAIR Holdings, Inc. is traded under the symbol MAIR on the NASDAQ
National Market.

More information about Mesaba Airlines is available on the
Internet at: http://www.mesaba.com/

                       *   *   *

On April 11, 2003, the Troubled Company Reporter cited that
Mesaba Aviation, Inc., a subsidiary company of Mesaba Holdings,
Inc. (Nasdaq:MAIR), announced the elimination of 33 management
positions as a result of declining flight activity from Fiscal
Year 2003 to what is forecasted in Fiscal Year 2004. This
decline reflects the current economic conditions in the airline
industry and lower consumer demand.

The positions affected include both staffed and open positions.
The airline has reduced its management headcount to 312 from
345, a reduction of nearly 10 percent. All affected employees
were assisted through a package of severance pay, benefits and
outplacement services.

Mesaba plans to eliminate approximately 50 positions from its non-
management workforce over the next six months, through a
combination of furloughs and voluntary leaves. In addition,
Mesaba is also freezing all management base pay in Fiscal Year
2004, which began on April 1, 2003.


MIRANT CORP: Equity Committee Hires Peter J. Solomon as Advisor
---------------------------------------------------------------
The Official Committee of Equity Security Holders, appointed in
the Mirant Debtors' chapter 11 cases, seeks the Court's authority
to retain Peter J. Solomon Company as its financial advisor,
effective as of September 19, 2003.

Joan McNiff, Co-Chair of the Equity Committee, reports that on
September 19, 2003, the Equity Committee selected Solomon because
of its experience and knowledge in the field of financial
restructuring in Chapter 11 matters and its strong background and
understanding of the merchant energy sector.  Since September 19,
Solomon has provided advice, analysis and consulting services to
the Equity Committee and its counsel.

As financial advisor, Solomon will be:

   (a) assisting the Equity Committee in assessing the operating
       and financial performance of and strategies for the
       Debtors;

   (b) reviewing and analyzing the business plan and financial
       projections the Debtors prepared, including but not
       limited to, testing assumptions and comparing those
       assumptions to historical and industry trends;

   (c) advising the Equity Committee regarding evaluating DIP
       financing, cash collateral and exit financing;

   (d) advising the Equity Committee in evaluating the valuation
       of the Debtors and their assets including valuations
       proposed by any interested party and providing expert
       testimony relating to valuation, if required;

   (e) assisting the Equity Committee in evaluating the Debtors'
       assets and liabilities;

   (f) assisting the Equity Committee in evaluating contracts
       and agreements that the Debtors are obligated under;

   (g) advising the Equity Committee regarding restructuring of
       the Debtors' existing indebtedness;

   (h) assisting the Equity Committee in developing, evaluating,
       structuring and negotiating the terms and conditions of
       any potential plans of reorganization;

   (i) assisting and participating in negotiations on behalf of
       the Equity Committee with the Debtors or any constituency
       involved in the Debtors' Chapter 11 cases;

   (j) preparing periodic reports as requested to the Equity
       Committee regarding the relevant operating, financial and
       other matters related to the Debtors' Chapter 11 cases;

   (k) estimating the value of any debt or securities, if any
       that may be issued in conjunction with a Plan including
       securities, which may be issued to equity holders;

   (l) providing testimony with regard to the recoveries to
       equity holders under a Plan;

   (m) to the extent requested by the Equity Committee, advising
       the Equity Committee (including with respect to valuation
       issues, among other things) in connection with one or
       more possible transactions, or series or combination of
       transactions, between the Debtors and a third party,
       whereby, directly or indirectly, an ownership interest in
       the Debtors, in its business or in all or any portion of
       its assets is to be transferred for consideration,
       including, without limitation, a sale or exchange of
       capital stock or assets with or without a purchase
       option, a merger or consolidation, a tender or exchange
       offer, a leveraged buy-out, the formation of a joint
       venture or partnership or any other business combination
       or similar transaction; and

   (n) rendering other financial advisory and investment banking
       services as may be agreed upon by Solomon and the Equity
       Committee in connection with the foregoing.

Anders Maxwell, a director of Peter J. Solomon Company, disclosed
to the Court all possible connections the firm may have in the
Debtors' cases.  Notwithstanding the connections, the Equity
Committee believes that Solomon is a "disinterested person" and
does not hold or represent an interest adverse to the Debtors'
estates with respect to the matters for which it is to be
employed.

According to Mr. Maxwell, Solomon proposes to render its services
on a monthly fee basis.  The monthly advisory fee will be
$150,000, payable in advance on the first business day of each
month.  Moreover, the Equity Committee asks the Court to
consider, at the time of the Plan confirmation, providing Solomon
further compensation in the form of an incentive based fee
attributable to the efforts of Solomon to enhance the value of
the equity interest retained by the Mirant Stockholders over the
pendency of the cases.  The Value-Added Fee would be based on the
gain over the current value of the Company's common stock and the
average trading price of the Company's or its successor's, stock
or other securities or the average market value of the other
assets received under a Plan by the Stockholders, measured during
the first 30 trading days after the Effective Date of the Plan.  
The Proposed Value-Added Fee will be equal to the sum of:

   (a) $1,000,000, plus

   (b) 0.40% of the Post Confirmation Equity Distribution Value
       in excess of $400,000,000.

To the extent that the Equity Committee is dissolved after the
effective date of any plan of reorganization, Ms. McNiff says
that Solomon will have independent standing to pursue an
application with the Court for the payment of the Value-Added
Fee.

Moreover, Mr. Maxwell tells Judge Lynn that it is Solomon's
policy to seek reimbursement from their clients on their out-of-
pocket expenses.

Solomon does not charge its clients for services on an hourly
basis.  Notwithstanding, Solomon will maintain detailed records
of time spent by its professionals in connection with the nature
of the services rendered, and to the extent required, Solomon
will make any time records available, subject to the records
being redacted to protect confidential and sensitive information,
for review.  Moreover, Mr. Maxwell adds that Solomon will
maintain records in support of any actual and necessary costs and
expenses incurred in connection with rendering of its services in
these cases.

Ms. McNiff contends that it is necessary to retain Solomon as
financial advisor so that the Equity Committee may properly
fulfill its duties under the Bankruptcy Code.  Because of
potential conflicts between the various constituencies in these
cases, the Equity Committee cannot simply rely on the opinions
expressed by financial professionals representing other
interests. (Mirant Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MOODY'S: Appoints Raymond W. McDaniel Chief Operating Officer
-------------------------------------------------------------
Moody's Corporation announced several new senior management
appointments.

Raymond W. McDaniel, Jr., Executive Vice President of Moody's
Corporation, has been named Chief Operating Officer of Moody's
Corporation in addition to his position as President of Moody's
Investors Service.  McDaniel, who will continue to report to John
Rutherfurd, Jr., Chairman and Chief Executive Officer of Moody's
Corporation, will have responsibility for both the Moody's
Investors Service and Moody's KMV businesses.

Moody's Investors Service named three executives to new senior
management positions, reporting to McDaniel. Brian M. Clarkson and
Christopher T. Mahoney, formerly Senior Managing Directors of
Moody's Investors Service, each have been named Executive Vice
President and Co-Chief Operating Officer of Moody's Investors
Service.  Clarkson will be responsible for Moody's global
Structured Finance and U.S. Public Finance businesses. Mahoney
will be responsible for Moody's global Corporate Finance,
Financial Institutions, and Sovereign Risk businesses.  Mahoney
also will continue to head the company's credit policy function.
The two will share management responsibility for the Moody's
Investors Service research business.  In addition, Chester V.A.
Murray has been named Executive Vice President-International for
Moody's Investors Service.  His responsibilities will include
international business development and investment activities, as
well as management of Moody's international offices and joint
venture relationships.

Jeanne Dering, Chief Financial Officer of Moody's Corporation,
will also assume senior executive responsibility for Moody's
Information Technology Group.

"Under Ray McDaniel's direction as a Senior Managing Director and
then President of Moody's Investors Service, the company has
experienced record levels of financial performance and implemented
important enhancements to Moody's ratings practices," said John
Rutherfurd, Jr. "Moody's Corporation and its shareholders will
continue to benefit from his perspective and depth of experience
in his new role as Chief Operating Officer."

McDaniel, 46, joined Moody's in 1987 and has led a number of
important initiatives to grow the core ratings and research
business, implement international expansion and new products, and
improve professional practices in the ratings business, enhancing
credit policies, rating committee processes, and credit research
capabilities. He was named President of Moody's Investors Service
in November 2001 and was elected to the Moody's Corporation Board
of Directors in April 2003.

"Brian Clarkson, Chris Mahoney, and Chester Murray will do an
outstanding job in guiding Moody's ongoing contributions to fair
and efficient credit markets, while pursuing new commercial
opportunities and initiatives for Moody's," said McDaniel.  "I
have strong confidence that this management team will continue to
achieve market leadership in credit analytics and research, and to
continue to offer to Moody's Corporation's shareholders a superior
long-term investment."

Clarkson, 47, joined Moody's in 1991. As Senior Managing Director
and head of Moody's Structured Finance Group in the Americas,
Clarkson was most recently responsible for all structured finance
ratings and research activities in the U.S., Canada and Latin
America. Under Clarkson's leadership, the U.S. structured finance
unit has been one of Moody's fastest-growing business lines, and
the firm has introduced a number of new data and analytical
products for the structured finance marketplace.

Mahoney, 49, joined Moody's in 1986. As Senior Managing Director
for Financial Institutions and Sovereign Risk, Mahoney managed one
of the firm's highest profile business lines. In 2001, Mahoney was
named Chair of the rating agency's Credit Policy Committee; he has
led a number of initiatives to enhance Moody's credit practices
and to increase transparency for market participants.

Murray, 48, joined Moody's in 1985 and has held a number of senior
management positions. Most recently he was the Chief Human
Resources Officer of Moody's Corporation. From 1996 through 2001,
he was Moody's senior executive in Europe.

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


MOSAIC GROUP: Wants Plan-Filing Exclusivity Extended to April 30
----------------------------------------------------------------
Mosaic Group (US) Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas' to extend
their exclusive periods to file a Chapter 11 Plan and to solicit
acceptances of that Plan.

The Debtors want the Court to extend the 120-day exclusive plan-
filing period for an additional 111 days to April 30, 2004, and
extend the 180-day solicitation period in which to obtain
acceptances to a Plan for an additional 78 days until June 29,
2004.

The Mosaic Debtors say they've been working with their secured
lenders on a potential plan and on resolving administrative claims
and assets of non-debtor subsidiaries . . . and those talks need
more time.  

The Debtors also argue that they need additional time to determine
an appropriate method for reorganizing or selling the company's
remaining divisions.

Mosaic Group (US) Inc., a world-leading provider of results-
driven, measurable marketing solutions for global brands, filed
for chapter 11 relief on December 17, 2002 (Bankr. N.D. Tex. Case
No. 02-81440).  Charles R. Gibbs, Esq., David H. Botter, Esq., and
Kevin D. Rice, Esq., at Akin, Gump, Strauss, Hauer & Feld,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it estimated
debts and assets of over $100 million each.  Mosaic Group, Inc. --
see http://www.mosaic.com-- also sought and obtained protection  
under the Companies' Creditors Arrangement Act in Canada.  


MP STEEL CORP: Case Summary & 60 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: MP Steel Corporation
             14th Street and 2nd Avenue
             P.O. Box 911
             Beaver Falls, Pennsylvania 15010

Bankruptcy Case No.: 04-20193

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     MP Steel Chicago, LLC,                     04-20191
     MP Steel Indiana LLC                       04-20192

Type of Business: The Debtor specializes in the heat treatment
                  of forgings, castings and long steel bar
                  product. See http://www.mpsteel.com/for more  
                  information.

Chapter 11 Petition Date: January 6, 2004

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtors' Counsel: James G. McLean, Esq.
                  Manion McDonough & Lucas,
                  600 Grant Street Suite 1414
                  Pittsburgh, Pennsylvania 15219
                  Tel: 412-232-0200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. MP Steel Corporation's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
City of Holland                            $115,985

Gail and Alan Hering                        $84,244

State of Michigan-CD                        $67,297

Mikalan Roofing Inc.                        $22,645

Air Products                                $20,838

Ryder Truck Rental                          $20,511

Charlevoix Energy Trading                   $18,459

Forklifts-Alta                              $16,290

MetoKote Corp.                              $12,814

Holland Charter Township                     $6,190

H. James Telman, Esq.                        $4,300

Wire Mesh Belt Co. of Canada                 $4,000

Waste Management                             $3,923

Broadmoor Products, Inc.                     $3,150

Great Lakes Industrial Furnace               $3,000

Babst, Calland, Clements                     $2,979
Two Gateway Center

Midwest Products Special                     $2,557

Forklifts West                               $2,090

Florida Drives & Gear Motors                 $1,950

Seubert & Associates                         $1,740

B. MP Steel Chicago's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Peoples Energy                             $122,950

Cook County Collector                       $80,142

Armil C.F.S.                                $22,700

ComEd                                       $18,048

Babst, Calland                              $16,577

Metal Tek International                     $13,000

Ryder Transportation                         $9,503

John J. Moroney                              $6,828

Pro-Tech Co. Inc.                            $6,291

Wire-Mesh Products Inc.                      $6,000

Alcon Industries, Inc.                       $5,465

Block Electric Company, Inc.                 $5,421

Wirco                                        $4,808

Manpower                                     $4,700

Great West                                   $4,456

Excel Environmental Inc.                     $4,335

Anzelc Welding & Fabricating                 $3,580

Chicago Metal Fabricator                     $3,350

NMHG Financial                               $3,060

ThermalFab Alloy, Inc.                       $3,000

C. MP Steel Indiana's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Northern Indiana Trading                   $558,453
P.O. Box 526
Auburn IN 46706

NOBLE REMC                                  $58,526

Babst, Calland                              $30,738

Wirco                                       $23,845

Alpern Rosenthall & Co.                     $21,006

MG Messer Industries                        $19,193

Great West                                  $17,750

Forge Industrial Staff                      $15,539

Noble County Treasurer                      $15,012

Seubert & Assoc.                            $12,631

Diane Vanderkaay                            $12,501

Gordon Dean Ramer                           $12,501

Complete Maintenance & Staff                $11,950

Wick-Fab Inc.                                $8,836

Industrial Finishing Services                $7,651

KMH Systems                                  $7,013

Penske Truck Leasing Co.                     $6,579

Furnace Belt Company Ltd.                    $6,500

Safety-Kleen                                 $6,359

Tork Products, Inc.                          $6,134


N-VIRO INT'L: Receives New Patent in Organic Waste Management
-------------------------------------------------------------
N-Viro International Corp. (OTC Bulletin Board: NVIC.OB) has been
issued a new patent in the field of organic waste management.  

The patent issued by the United States Patent office deals with
the modification of thermal ignition characteristics of organic
based waste materials.  The concept is to utilize mineral
by-products to raise the ignition characteristics of volatile
organic waste materials such as municipal biosolids and animal
manures so that they may be mechanically dried more cost
effectively and safely.  Additionally the modification of ignition
characteristics will allow the materials to be safely utilized as
an alternative fossil fuel additive.

"By raising the ignition characteristics of the residuals, we
greatly reduce, if not eliminate, the risk of spontaneous
combustion.  Thus, we eliminate the risk of unwanted fires.  The
process prevents fires during the treatment and drying process of
the waste material and enhances the burning efficiency of the
material as a fuel additive," Terry Logan, President and CEO of
the Company said.  The Company is working with LaFarge North
America to demonstrate the concept in cement kilns, and also has
demonstrations planned with a large coal-fired power generator in
the northeast United States by the second quarter of 2004.

This patent is the second patent the Company has been awarded in
the area of converting volatile organic material into alternative
fuel additives.  The first was issued June 18, 2002 and involves a
process and a system for using biomineral by-products as a fuel
and for NOx removal at coal burning power plants.  The process
involves the liberation of ammonia upon drying a mixture of
organic waste, coal combustion by-products and lime, having a pH
of at least 9.5 to a coal burner in a power plant.  A process is
also provided for fueling a coal burner of a power plant with coal
and a dried mixture of organic waste and combustion by-products.  
The Company believes the combination of the two patents is a
strong base of intellectual property in the field of thermal
processing.

Mike Nicholson, COO of the Company stated, "We believe this new
technology will improve the ability to beneficially utilize
municipal, agricultural and industrial wastes, and hope it
enhances N-Viro's market share in these areas."

N-Viro also announces the development of two new N-Viro facilities
in Indiana.  The N-Viro Class A biosolids treatment technology has
been chosen by the cities of Greenfield and Stueben Lakes.  The
Company currently licenses other operating facilities in Indiana
in the cities of Auburn, Anderson, Franklin and Fishers.  
Nicholson further stated, "The Company is pleased with the
continued acceptance of its technology in the municipal market,
and interest from municipalities has never been higher to better
utilize their residual by-products in cost-effective ways."

N-Viro International Corporation develops and licenses its
technology to municipalities and private companies.  N-Viro's
patented processes use lime and/or mineral-rich combustion by-
products to treat, pasteurize, immobilize and convert wastewater
sludge and other bio-organic wastes into biomineral agricultural
and soil-enrichment products with real market value.  More
information about N-Viro International can be obtained by
contacting the office, on the Internet at http://www.nviro.com/
    

N-VIRO INT'L: Liquidity Issues Raise Going Concern Uncertainty
--------------------------------------------------------------
N-Viro International Corporation's business strategy is to market
the N-Viro Process, which produces an "exceptional quality" sludge
product as defined in the Section 503  Sludge Regulations under
the Clean Water Act of 1987, with multiple commercial uses.  To
date, the Company's revenues primarily have been derived from the
licensing of the N-Viro Process to treat and recycle wastewater
sludge generated by municipal wastewater treatment plants and from
the sale to licensees of the alkaline admixture used in the N-Viro
Process.  The Company has also operated N-Viro facilities for
third parties on a start-up basis and currently operates one N-
Viro facility on a contract management  basis.

N-Viro International Corporation has in the past and continues to
sustain net and operating losses.  In addition, the Company has
used substantial amounts of working capital in its operations
which has reduced the Company's liquidity to a low level.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.

The Company was in violation of financial covenants governing its
credit facility, concerning the maintenance of both a tangible net
worth amount and positive debt service coverage ratio for the
period, which requires positive earnings.  The Company's bank  
waived this violation in light of the Company's net loss for the
nine months ended September 30, 2003, but required additional
consideration in exchange for this waiver. The Company obtained a
certificate of deposit in the amount of $75,000 with the Bank, and
transferred custodianship of its treasury stock to the Bank. At
September 30, 2003, the Company had $131,777 of borrowing capacity
under the Credit Facility.

The Company recorded a net loss of $811,000 for the nine months
ended September 30, 2003 compared to net income of $57,000 for the
same period ended in 2002, an increase in the  loss of
approximately $868,000.

The Company had a working capital deficit of $1,467,000 at
September 30, 2003, compared to a working capital deficit of
$847,000 at December 31, 2002, a decrease in working capital of
$620,000.  Current assets at September 30, 2003 included cash and
investments of $32,000, which is a decrease of $373,000 from
December 31, 2002.  This decrease in cash and investments was the
result of the Company closing on an $845,000 credit facility with
a local bank, and redeeming its $400,000 certificate of deposit in
the transaction to pay off current debt. The decrease in working
capital was principally due to the Credit Facility obtained which
assisted in refinancing existing short-term debt to long-term, but
offset by the operating loss for the nine month period.

N-Viro is currently pursuing sale of its investment in Florida N-
Viro, LP, which may provide, in management's opinion, additional
funds to finance the Company's cash requirements.  Because these
efforts are still in progress, there can be no assurance the
Company will successfully complete these negotiations.

The Company is currently in discussions with several companies in
the cement and fuel  industries for the development and
commercialization of the patented N-Viro fuel  technology.  
Because these discussions are still in progress, there can be no
assurance  they will be successful.


NOMURA ASSET: Fitch Takes Rating Actions to Series 1998-D6 Notes
----------------------------------------------------------------
Fitch Ratings upgrades Nomura Asset Securities Corp.'s commercial
mortgage pass-through certificates, series 1998-D6, as follows:

   -- $223.4 million class A-2 certificates to 'AAA' from 'AA';
   -- $204.7 million class A-3 to 'AA-' from 'A';
   -- $167.5 million class A-4 to 'A-' from 'BBB';
   -- 55.8 million class A-5 at 'BBB+' from 'BBB-'.

In addition, Fitch affirms the following classes:

        -- $247.8 million class A-1A 'AAA';
        -- $1.79 billion class A-1B 'AAA';
        -- $382.7 million class A-1C 'AAA';
        -- Interest-only class PS-1 'AAA';
        -- $37.2 million class B-2 'BB';
        -- $37.2 million class B-3 'BB-';
        -- $18.6 million class B-5 'B';
        -- $27.9 million class B-6 'B-'.

The $158.2 million class B-1, the $65.1 million class B-4 and the
$45.1 million classes B-7 and B-7H certificates are not rated by
Fitch.

The upgrades are primarily attributable to an increase in
subordination levels due to loan payoffs and amortization. As of
the November 2003 distribution date, the pool's aggregate
certificate balance has been reduced by 7.1%, to $3.46 billion
from $3.72 billion at issuance. The certificates are currently
collateralized by 314 fixed-rate mortgage loans and nine defeased
loans (1%). Eleven loans (2.9%) are being specially serviced
including two 30-day delinquent loans (0.12%), seven 90-day
delinquent loans (1.4%) and one loan in foreclosure (0.02%).
Realized losses to date total $1.5 million, with a weighted
average loss severity of 15%.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2002 financials for 91% of the non-defeased loans. The
YE-2002 weighted average debt service coverage ratio was 1.67
times, compared to 1.59x at issuance.

Fitch reviewed credit assessments of six loans (14.9%), three of
which have investment-grade credit assessments (9.5%). The Fitch
stressed DSCR for each loan was calculated using servicer-provided
net operating income less reserves, divided by a Fitch stressed
debt service payment.

The Fox Plaza loan (4.8% of the pool) is the largest loan in the
pool, collateralized by a 710,767 square feet office building in
Century City, California. Although occupancy has declined to 76%
as of September 2003 from 85% as of September 2002, performance
remains strong, with the trailing twelve-month June 2003 DSCR of
1.59x, compared to 1.21x at issuance.

The Bristol I pool (3.8%) is collateralized by 15 cross-
collateralized and cross-defaulted full-service hotels in six
states. The TTM June 2003 DSCR was 1.35x, compared to 1.73x at
issuance. Occupancy declined to 61% as of YE 2002 from 71% at
issuance. The 2002 RevPAR was $47.65.

The Burnham-Pacific pool (3.7%) is collateralized by nineteen
cross-collateralized and cross-defaulted anchored community
centers, located throughout California. The YE 2002 DSCR increased
to 2.27x from 1.68x at issuance. The 2002 occupancy was 91%,
consistent with issuance (90%).

The Innkeepers pool (1.1%) is collateralized by eight cross-
collateralized and cross-defaulted primarily limited service
hotels in six states. Performance has been affected by the
slowdown in economy. The YE 2002 DSCR declined to 1.63x from 1.77x
at issuance. The average occupancy declined to 68% as of YE 2002
from 71% at issuance. The 2002 RevPAR was $71.71.

The Morris Corp. loan (0.97%) is collateralized by two multi-
tenant suburban office buildings (521,700 sf) in Parsippany, NJ.
The YE 2002 DSCR was 2.36x compared to 2.17x at issuance.
Occupancy declined to 80% as of July 2003 from 86% in 2000, but is
consistent with issuance (82%).

The Westin Casuarina loan participation (0.5% of pool) is secured
by a leasehold interest in the 341-room beachfront resort hotel
located on the Grand Cayman Island. The TTM June 2003 DSCR was
1.57x versus 1.79x at issuance. The 2002 occupancy was 48%
compared to 71% at issuance. The 2002 RevPAR was $128.88.

Based on their stable performance, the Fox Plaza, Burnham-Pacific
and Morris Corp. maintain their investment grade credit
assessments.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


NORTH AMERICAN LIABILITY: Provides Details of Merger Transaction
----------------------------------------------------------------
On October 2, 2003, North American Liability Group Inc. (f/k/a
Stanfield Educational Alternatives Inc.) completed a triangular
merger with Nor-American Liability Corporation. Nor-American was a
newly formed Florida corporation that was created to support the
development of captive insurance programs and had no revenues as
of the date of the merger. At the closing, the Company acquired
all of Nor-American's issued and outstanding shares of common
stock in exchange for 160,000,000 "unregistered" and "restricted"
shares of the Company's common stock. The exchange was on a 16 for
1 basis, with Nor-American having 10,000,000 shares of common
stock issued and outstanding. As a result of the Merger, Nor-
American became a wholly owned subsidiary of the Company.

The Company, through its new subsidiary, will provide services to
professional groups seeking to obtain affordable professional
liability insurance rates through the creation of captive
insurance companies. The Company's services are anticipated to
include evaluation, development, and management of captive
insurance programs. The market for captive insurance programs has
grown over the past thirty years in response to increases in the
cost of medical liability insurance and related litigation. The
Company will seek physicians, attorneys, condominium associations
and other business and professional groups in similar industries
to assist in the creation and management of captive insurance
programs.

The controlling shareholder of Nor-American Liability Corporation
was Bradley Wilson, and pursuant to the terms of the Plan and
Agreement of Merger, the shareholders of Nor-American Liability
Corporation received 160,000,000 shares of common stock of North
American Liabilty Group Inc. Taking into account a forward split
of the 2001A Convertible Preferred Stock, and the issuance of new
stock pursuant to the terms of the merger, and assuming conversion
of all of the outstanding shares of 2001A Convertible Preferred
Stock, the former shareholders of Nor-American Liability
Corporation own 51.4% of the common stock of North American
Liability Group on a fully diluted basis. The transaction involved
the retirement and cancellation of shares of 2001A Convertible
Preferred Stock equivalent to 96,875,000 shares of common stock,
which was owned by John W. Bylsma, the former controlling
shareholder. Mr. Wilson presently owns or controls 50.8% of the
common stock of the Company, assuming full conversion of all
outstanding preferred stock.

The source of the consideration used by the Nor-American
stockholders to acquire their interest in the Company was the
exchange of their respective shares of the outstanding securities
of Nor-American. The primary basis of the "control" by the Nor-
American stockholders is stock ownership and/or management
positions.

In accordance with the Plan and Agreement of Merger the following
actions took place:

1. The issuance of 160,000,000 "unregistered" and "restricted"
   shares of the Company's common stock in exchange for all of
   Nor-American's issued and outstanding shares of common stock.
   The exchange was on a 16 for 1 basis, with Nor-American having
   10,000,000 shares of common stock issued and outstanding. As a
   result of the Merger, Nor-American became a wholly owned
   subsidiary of the Company.

2. The cancellation of the equivalent of 96,875,000 shares of
   2001A Convertible Preferred Stock owned by the Company's
   director and sole officer, as outlined above.

3. The issuance of 56,625,000 shares of "unregistered" and
   "restricted" common stock to holders of 2001A Convertible
   Preferred Stock, which does not include any issuance in
   connection with any of the shares referred to above.

4. A forward split of the remaining 2001A Convertible Preferred
   Stock, such at 94,375,000 shares of 2001A Convertible Preferred
   Stock remain issued and outstanding, which are convertible
   one-for-one for common stock of the Company.

5. The Company changed its name to "North American Liability
   Group, Inc."

At September 30, 2003, North American Liability Group Inc.'s
(f/k/a Stanfield Educational Alternatives Inc.) balance sheet
shows a total shareholders' equity deficit of about $1.3 million.

In December 1999, Innovative Technology Systems, Inc., authorized
and entered into an agreement effecting a tax-free exchange in a
reorganization pursuant to IRS Code 368(a)(1)(A).  Pursuant to the
agreement, Innovative exchanged one share of its previously
authorized but unissued shares of no par common stock in exchange
for two shares of Stanfield Educational Alternatives, Inc., common
stock.  In accordance with the agreement, Innovative acquired
all of the issued and outstanding shares of Stanfield in
exchange for shares of Innovative.  For accounting purposes,
the acquisition has been treated as an acquisition of
Innovative by Stanfield and as a recapitalization of Stanfield.  
Subsequent to the recapitilization, Innovative changed its name to
Stanfield Educational Alternatives, Inc. and is herein referred to
as the Company.

The Company is in its development stage and needs substantial
additional capital to complete its development and to reach an
operating stage.  The accompanying financial statements have
been prepared assuming that the Company will continue as a
going concern, and therefore, will recover the reported amount
of its assets and satisfy its liabilities on a timely basis in
the normal course of its operations.  


NORTHWEST AIRLINES: Dec. Results Show Traffic & Capacity Decline
----------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) announced a systemwide December
load factor of 78.1%, 1.2 points above December 2002.  Northwest
flew 5.73 billion revenue passenger miles (RPMs) and 7.34 billion
available seat miles (ASMs) in December 2003, a traffic decrease
of 4.8% and a capacity decline of 6.3% versus December 2002.

Northwest Airlines (S&P, B+ Corporate Credit Rating, Negative) is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,500 daily departures. With its travel partners,
Northwest serves nearly 750 cities in almost 120 countries on six
continents. In 2002, consumers from throughout the world
recognized Northwest's efforts to make travel easier. A
2002 J.D. Power and Associates study ranked airports at Detroit
and Minneapolis/St. Paul, home to Northwest's two largest hubs,
tied for second place among large domestic airports in overall
customer satisfaction. Readers of TTG Asia and TTG China named
Northwest "Best North American airline."

Visit Northwest's Web site at http://www.nwa.com/for more
information on the Company.


NOVA CHEMICALS: Will Issue $400MM Sr. Notes via Private Offering
----------------------------------------------------------------
NOVA Chemicals Corporation (NYSE:NCX)(TSX:NCX) intends to issue
$400 million of senior notes due 2012 in a private offering.

The Company plans to use the net proceeds of the offering to
redeem, on or about March 1, 2004, its 9.04% preferred securities
due 2048 and 9-1/2% preferred securities due 2047. The two issues
of preferred securities total $382.5 million. The balance of the
proceeds will be used for general corporate purposes.

The senior notes have not been registered under the United States
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements. The issuance of the senior notes has
been structured to allow secondary market trading under Rule 144A
under the Securities Act of 1933.

NOVA Chemicals (S&P, BB+ Long-Term Corporate Credit Rating,
Positive) is a focused, commodity chemical company producing
olefins/polyolefins and styrenics at 18 locations in the United
States, Canada, France, the Netherlands and the United Kingdom.
NOVA Chemicals Corporation shares trade on the Toronto and New
York exchanges under the trading symbol NCX. Visit NOVA Chemicals
on the Internet at http://www.novachemicals.com/


NRG ENERGY: Supplements Creditor Distribution Information
---------------------------------------------------------
NRG Energy, Inc. provides supplemental information relating to
distributions to its Class 5 (NRG Unsecured Claims) creditors, in
particularly with respect to the results of the reallocation
procedure as described in Article V of NRG's Plan of
Reorganization and the anticipated timing of future distributions.

               Distributions to Creditors in Class 5
          Not Participating in the Reallocation Procedure

On December 23, 2003, the following distributions were made to
NRG's former creditors holding allowed claims in Class 5 who did
not participate in the reallocation procedure.

-- $80.80 in cash per $1,000.00 of allowed claim. This cash
   distribution was made in lieu of the new 10 percent senior
   notes. No new notes will be issued; and

-- 16.1595 shares of new NRG common stock per $1,000.00 of allowed
   claim. (This number is for calculation purposes only, as the
   shares actually distributed will be rounded up to the nearest
   whole number).

Additionally, as provided for in NRG's Plan of Reorganization, the
following cash distributions will be made:

-- During February/March, 2004, an additional $125 million, equal
   to $20.34 per $1,000.00 of allowed claim. This additional
   amount is available as a result of the successfully completed
   $2.7 billion financing and will be paid using proceeds from the
   cash contributions made by Xcel Energy, Inc. as provided for in
   NRG's Plan of Reorganization and Xcel Settlement Agreement;

-- During February/March, 2004, an additional $38 million, equal
   to $6.18 per $1,000.00 of allowed claim. This amount is the
   first payment of the $390 million Xcel Release Based Amount as
   provided for in NRG's Plan of Reorganization and Xcel
   Settlement Agreement;

-- During April/May, 2004, an additional $352 million, equal to
   $57.27 per $1,000.00 of allowed claim. This is the second
   payment of the $390 million Xcel Release Based Amount, as
   provided for in NRG's Plan of Reorganization and Xcel
   Settlement Agreement; and

-- Up to an additional $25 million, equal to $4.04 per $1,000.00
   of allowed claim, subject to meeting certain liquidity
   thresholds in September 2004. This distribution would be made
   in October 2004.

              Results of the Reallocation Procedure

The results of the reallocation procedure can be summarized as
follows:

-- All eligible creditors that elected to exchange their new NRG
   common stock for additional cash were satisfied at the price
   per share indicated on their respective ballots. The cash from
   this exchange will be distributed consistent with the timing
   outlined above;

-- 75.681 percent of the cash amount an eligible creditor elected
   to contribute to the reallocation pool was exchanged for new
   NRG common stock (an aggregate amount of $131,388,494.00 in
   cash was contributed to the reallocation pool, of which
   $99,436,012.00 was exchanged for new NRG common stock);

-- Cash that was contributed to the reallocation pool was
   exchanged for new NRG common stock at a price of $21.69 per
   share. These shares were distributed on December 23, 2003. The
   remaining cash that was not used in the reallocation pool will
   be distributed consistent with the timing outlined above; and

-- None of the new 10 percent NRG senior notes were exchanged in
   the reallocation procedure.

As an example, a creditor holding an allowed claim in Class 5 of
$1,000.00 that participated in the reallocation procedure by
electing to contribute 100 percent of its initial cash allocation
to the reallocation pool will receive:

-- $80.80 in cash from the monetization of the new 10 percent NRG
   senior notes;

-- $20.38 in cash (the sum of $63.45 from the Release Based Amount
   and $20.34 from the additional $125 million distribution which
   were contributed to the reallocation pool less $63.41 that was
   used to exchange for new NRG common stock); and

-- 19.0830 shares of new NRG common stock (16.1595 shares from the
   initial allocation plus 2.9235 shares from the reallocation
   procedure).

Likewise, a creditor holding an allowed claim in Class 5 of
$1,000.00 that participated in the reallocation procedure by
electing to exchange their new NRG common stock at a price of
$22.25 per share, for example, would receive:

-- $80.80 in cash from the monetization of the new 10 percent NRG
   senior notes;

-- $443.34 in cash (the sum of $63.45 from the Xcel Release Based
   Amount, $20.34 from the additional $125 million distribution,
   and $359.55 from the exchange of 16.1595 shares at a price of
   $22.25 per share); and

-- 0.0 shares of new NRG common stock.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include competitive energy production and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.


OLD WEST ANNUITY: S&P Revises Counterparty Credit Rating to R
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its counterparty credit
and financial strength ratings on Old Standard Life Insurance Co.,
Old West Annuity & Life Insurance Co., and Western United Life
Assurance Co. to 'R' from 'BBpi'.

"These rating actions follow the Dec. 26, 2003, announcements that
all three companies have agreed to be put under voluntary
administrative supervision by the Departments of Insurance in
their respective states," explained Standard & Poor's credit
analyst James Sung.

The regulatory actions were taken as a precaution to protect the
companies and policyholders from problems related to the parent
companies. Summit Securities Inc. (AMEX:SGM.pr) owns Old Standard
Life Insurance Co. and Old West Annuity & Life Insurance Co.
Metropolitan Mortgage & Securities Co. (AMEX:MPD.pr) owns Western
United Life Holding Co., the direct owner of Western United Life
Assurance Co. On Dec. 26, 2003, all three parent companies
announced that they would not be filing their annual reports on
Form 10-K until Feb. 1, 2004, at the earliest because, among other
reasons, they might have incurred losses in excess of those
disclosed in their June 30, 2003, Form 10-Q reports. In the same
announcement, the three parent companies also suspended all
payments, including interest and principal, on their debentures
and notes, effective Dec. 26, 2003.

The American Stock Exchange had already halted trading on the
preferred stock of Summit Securities, Metropolitan Mortgage &
Securities, and Western United Life Holding Co. on Dec. 15, 2003.

Arizona-based Old West Annuity & Life Insurance Co. was founded
under the name Arizona Life Insurance Co. and was acquired by Old
Standard Life Insurance Co. in 1996. It is licensed to do business
in six states. As of Sept. 30, 2003, total assets were listed at
$235.5 million, with capital and surplus of $32.5 million.

Idaho-based Old Standard Life Insurance Co. commenced operations
in 1990 and is licensed to do business in eight states. As of
Sept. 30, 2003, total assets were listed at $423.7 million, with
capital and surplus of $53.8 million.

Washington-based Western United Life Assurance Co. commenced
operations in 1963 and does business primarily in Idaho, Montana,
Oregon, Texas, Utah, and Washington. As of Sept. 30, 2003, total
assets were listed at $1.7 billion, with surplus of $143.9
million.


PACIFIC GAS: Expands Vantage Consulting Inc.'s Engagement Scope
---------------------------------------------------------------
Pacific Gas and Electric Company sought and obtained the Court's
authority to extend Vantage Consulting, Inc.'s services to
include independent auditing for the period covering calendar
year 2003.  Vantage was initially engaged by PG&E in January 2002
to conduct an independent audit for the calendar year 2001.
PG&E then extended Vantage's application in November 2002 to
cover the 2002 audit.

James L. Lopes, Esq., at Howard, Rice, Nemerovski, Canady, Falk &
Rabkin, in San Francisco, California, explains that Vantage's
services is needed by PG&E in accordance with the required
compliance with the Affiliate Transaction Rules adopted by the
California Public Utilities Commission, which govern transactions
between PG&E and the other companies owned by its parent, PG&E
Corp.  The Affiliate Transaction Rules require PG&E to obtain an
independent audit of its compliance with the Rules.

Vantage is a management consulting firm with particular expertise
in the area of utility operating functions.  Vantage will conduct
the independent audit of PG&E's compliance with the Affiliate
Transaction Rules for the period covering January 1, 2003 through
December 31, 2003.

In addition, Mr. Lopes says, PG&E amended Vantage's contract on
October 9, 2003, which reflects a $297,826 maximum compensation
for the 2003 audit work -- the same compensation that was agreed
to for the 2001 and 2002 audits -- and extends the term of the
Contract to December 31, 2004.  The Amended Contract also
contains other minor conforming changes. (Pacific Gas Bankruptcy
News, Issue No. 68; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


PAPER WAREHOUSE: Will Auction Minn. Office Bldg. on Jan. 27, 2004
-----------------------------------------------------------------
Paper Warehouse, Inc., is the owner of an office building and
related land located at 7630 Excelsior Boulevard in St. Louis
Park, Minnesota.

Since the sale of substantially all of its business assets in
August 2003, the Debtor does not have use for the bulk of the
space located in this building.  Since August 2003, Paper
Warehouse has been actively marketing the property for sale.

Paper Warehouse asks the U.S. Bankruptcy Court for the District of
Minnesota to approve the sell the property to KNM Properties LLC
for $1.35 million, payable at closing, subject to higher and
better offers.

Interested parties must submit qualified bids on or before 5:00
p.m. on January 26, 2004, to the Debtor's lawyers:

        Ravich Meyer Kirkman McGrath & Nauman
        4545 IDS Center
        80 South 8th Street
        Minneapolis, Minnesota 55402
            Attn: Michael L. Meyer, Esq.

If the Debtor receives one or more qualified bids in addition to
KNM's, it will conduct an auction at 10:00 a.m. on January 27,
2004, at its lawyers' offices.  The highest and best offer will be
determined by the Debtor, with the consent of the Committee of
Unsecured Creditors, and presented to the Bankruptcy Court for
approval at a sale hearing before the Honorable Robert J. Kressel
January 28 at 10:30 a.m.

Objections to the proposed asset sale must be filed and received
before January 21, seven days before the hearing or filed and
served by mail not later than Jan. 16, ten days before the sale
hearing.

The Court may approve the sale without a hearing if no objections
are filed.

Paper Warehouse, Inc., and its subsidiaries are retail stores
specializing in party supplies and paper goods. The company filed
for chapter 11 protection on June 2, 2003 (Bankr. Minn. Case
No. 03-44030).  Michael L. Meyer, Esq., at Ravish Meyer Kirkman
McGrath & Nauman represents the Debtor in its restructuring
efforts. As of May 2, 2003, the Company listed $20,763,924 in
total assets and $26,546,615 in total debts.


PARMALAT GROUP: SEC Sues Debtors, Seeking $1.5 Billion in Fines
---------------------------------------------------------------
The Securities and Exchange Commission accuses Parmalat
Finanziaria S.p.A. and its subsidiaries of violating the anti-
fraud provisions of the Securities Act of 1933.  The Commission
asks the U.S. District Court for the Southern District of New
York to enjoin Parmalat from committing further violations of the
federal securities laws and compel Parmalat to pay a substantial
civil monetary penalty.

Corriere della Sera, citing an unnamed SEC official, says the
Commission may seek up to $1,500,000,000 in fines.  

Allison C. Rosenstock, Esq., counsel for the Securities and
Exchange Commission, explains that, from August through November
2003, Parmalat offered debt securities in the United States while
engaging in one of the largest and most brazen corporate
financial frauds in history.  As Parmalat acknowledged in a press
release dated December 19, 2003, the assets in its 2002 audited
financial statements were overstated by at least EUR3,950,000,000
-- $4,900,000,000 at current exchange rates.  During 2003,
Parmalat also falsely stated to prospective U.S. bond and note
investors to have used its "excess cash balances" -- which
actually did not exist -- to repurchase corporate debt securities
worth EUR2,900,000,000 -- $3,600,000,000 -- when in fact it had
not repurchased those debt obligations and they remained
outstanding.

During the previous five years, Parmalat induced U.S. investors
to purchase bonds and notes totaling $1,500,000,000.  In August
1996, Parmalat sponsored an offering of American Depositary
Receipts in the United States, with Citibank, N.A. as depositary.  
Parmalat actively participated in the establishment of the ADR
program.

Ms. Rosenstock contends that Parmalat knew, or was reckless in
not knowing, that its consolidated accounts for the fiscal year
ending December 31, 2002, and for the periods commencing the
first quarter 2003 through the third quarter 2003, inclusive,
contained material misstatements and omissions.  Unless
restrained and enjoined by the Court, Ms. Rosenstock says that
Parmalat will continue to engage in, transactions, acts,
practices, and courses of business that violate Section 17(a)
(Fraudulent Interstate Transactions) of the Securities Act [15
U.S.C. Section 77q(a)].

Under Section 17(a):

     "It shall be unlawful for any person in the offer or
     sale of any securities or any security-based swap
     agreement (as defined in section 206B of the
     Gramm-Leach-Bliley Act [15 USCS Section 78c note])
     by the use of any means or instruments of
     transportation or communication in interstate commerce
     or by use of the mails, directly or indirectly --

     1. to employ any device, scheme, or artifice to
        defraud; or

     2. to obtain money or property by means of any untrue
        statement of a material fact or any omission to
        state a material fact necessary in order to make
        the statements made, in light of the circumstances
        under which they were made, not misleading; or

     3. to engage in any transaction, practice, or course
        of business which operates or would operate as a
        fraud or deceit upon the purchaser.

                 Admissions by Former Management

On December 9, 2003, Calisto Tanzi, then Parmalat's Chairman and
Chief Executive Officer, and his son Stefano Tanzi, a senior
Parmalat executive, met with representatives from a New York
City-based private equity and financial advisory firm regarding a
possible leveraged buyout of Parmalat.  During that meeting, in
response to a comment by one of the Tanzis about liquidity
problems at Parmalat, one of the New York firm's representatives
noted that Parmalat's financial statements showed that the
company had a large amount of cash.  In response, Stefano Tanzi
stated that the cash was not there, and that Parmalat really had
only EUR500,000,000 in cash.

Later, Luciano Del Soldato, then Parmalat's Chief Financial
Officer, joined the meeting.  During a discussion of Parmalat's
outstanding debt, Mr. Del Soldato stated that Parmalat's debt was
actually EUR10,000,000,000, much higher than the balance sheet
showed.  Mr. Del Soldato indicated that the balance sheet was
incorrect because Parmalat had not repurchased EUR2,900,000,000
of Parmalat bonds.  The balance sheet falsely reflected that the
bonds had been repurchased.

Based on these revelations, the New York firm's representatives
offered to send members of the firm's restructuring group to meet
with the Tanzis.  The following day, representatives of the
firm's restructuring group met with the Tanzis, and informed them
that Parmalat needed to publicly disclose the facts disclosed to
the New York firm if that firm were to continue to have any
involvement.  When it became clear that the Tanzis were unwilling
to do so, the New York firm's representatives terminated their
discussions with Parmalat.

       The 2003 Note Offering and Previous Sales of Notes

>From 1998 through 2002, Parmalat and certain of its top managers
and directors, including Calisto Tanzi and its then Chief
Financial Officer Fausto Tonna, actively marketed and sold nearly
$1,500,000,000 in notes and bonds to U.S. investors.  To offer
and sell these debt securities, Parmalat participated in numerous
road shows in the United States, and on numerous occasions held
due diligence meetings for U.S. buyers of the bonds at its
headquarters near Parma, Italy.

In August 2003 and continuing through November 2003, Parmalat
fraudulently offered $100,000,000 of unsecured Senior Guaranteed
Notes to U.S. investors by materially overstating its assets and
materially understating its liabilities.  The attempted
$100,000,000 note offering failed after Parmalat's auditors
raised questions about certain Parmalat accounts.

                Equity Securities Sold in the U.S.

An ADR is a receipt issued by a depositary bank and represents a
specified amount of a foreign security that has been deposited
with a foreign branch or agent of the depositary, known as the
custodian.  The holder of an ADR is not the title owner of the
underlying shares.  The title owner of the underlying shares is
either the depositary, the custodian, or their agent.  The
depositary provides stock transfer services such as issuing and
canceling ADRs, maintaining a register of holders, and
distributing dividends in U.S. dollars.  It is the receipts of
deposit, rather than the actual securities of the issuer, that
are traded in the U.S. markets.  ADRs are tradable in the same
manner as any other registered American security, may be listed
on any of the major exchanges in the United States or traded over
the counter, and are subject to the U.S. federal securities laws.

Parmalat sponsors its ADR program, meaning that Parmalat actively
participated in the establishment of the ADR program and agreed
to various terms concerning the ADRs, and to the rights and
obligations of the parties involved -- Parmalat, Citibank, and
the owners of the ADRs.  Citibank, the depositary for Parmalat's
ADRs, provides transfer services.

Parmalat's ADRs were originally privately placed in the U.S. on
August 9, 1996.  The ADRs are traded on the over-the-counter
market in a 20:1 ratio -- 20 Parmalat shares per ADR -- and
quoted in the "Pink Sheets."  On December 19, 2003, the price of
Parmalat's ADRs closed at 40 cents, down 85 cents -- or 68% --
from the previous close, on volume of 16,070 ADRs traded.  Their
price had fluctuated between $3.4 and $1.10 over the past year.  
Before December 19, 2003, the price of Parmalat ADRs had been
artificially inflated by materially false and misleading
statements.

As of the end of 2002, Parmalat purportedly held EUR3,950,000,000
worth of cash and marketable securities in an account at Bank of
America in New York City held by its subsidiary Bonlat Financing
Corporation.  Bonlat is wholly owned by Parmalat and incorporated
in the Cayman Islands.  Bonlat's 2002 financial statements were
certified by Bonlat's auditors based upon a false confirmation
that Bonlat held these assets at Bank of America.  The accounts
and assets did not exist and the purported confirmation had been
forged.  These non-existent assets are reflected on Bonlat's 2002
books and records and, in turn, in Parmalat's 2002 consolidated
financial statements, as well as in its consolidated financial
statements as at June 30, 2003, which were provided to U.S.
investors to whom Parmalat offered notes in August through
November 2003.

In addition to grossly overstating the amount of the liquid
assets in its 2002 and June 30, 2003 financial statements
provided to U.S. investors, Parmalat provided those investors in
August 2003 with a private placement memorandum that contained
numerous material misstatements about the company's financial
condition.  The memorandum falsely states: "Liquidity is high
with significant cash and marketable securities balances. . . ."

Commissione Nazionale per la Societa e la Borsa -- Consob -- the
public authority responsible for regulating the Italian
securities market, is assisting the SEC in its continuing
investigation. (Parmalat Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PETCO ANIMAL: November Quarter Results Enter Positive Territory
---------------------------------------------------------------
PETCO Animal Supplies, Inc. is a leading specialty retailer of
premium pet food, supplies and services. As of November 1, 2003,
the Company operated 652 stores in 43 states and the District of
Columbia. The Company plans to follow a strategy of opening new
stores in new and existing markets, expanding, remodeling or
relocating certain existing stores and closing under-performing
stores. Since the middle of 2001, all new stores have been opened
in its millennium format, and the Company has engaged in a remodel
program to convert certain existing stores to this format. As a
result of its store expansion strategy, PETCO's operating results
may reflect lower average store contribution and operating margins
due to increased store pre-opening expenses and lower anticipated
sales volumes of newer stores.  The timing of costs incurred for
the remodel program may affect comparability from period to
period.

Net sales increased 11.9% to $1.2 billion for the thirty-nine
weeks ended November 1, 2003 from $1.1 billion for the thirty-nine
weeks ended November 2, 2002. The increase in net sales resulted
primarily from the comparable store net sales increase of 5.6% and
the addition of 61 new stores since the prior year period,
partially offset by the closure of nine stores, of which six were
relocated. The 52 net new stores added during the last twelve
months brings PETCO's store base to 652 locations nationwide. The
comparable store net sales increase was attributable to
improvements in product mix and increased traffic. The increase in
comparable store net sales accounted for approximately $59.5
million, or 46.7%, of the net sales increase, while the net
increase in the store base accounted for approximately $67.8
million, or 53.3%, of the net sales increase.

Gross profit increased 18.2%, or $59.6 million, to $386.0 million
from $326.4 million in the prior year period. Gross profit for the
thirty-nine weeks ended November 2, 2002 included a non-cash
stock-based compensation expense of $1.4 million related to the
deemed fair value of PETCO's common stock as a result of its
initial public offering. Gross profit as a percentage of net
sales, increased approximately 170 basis points compared to the
prior year period. The increase was primarily driven by the
continuing change in mix from lower-margin pet food sales to
higher-margin categories, such as pet accessories, supplies and
services.  The effect of the adoption of EITF 02-16 on gross
profit for the thirty-nine weeks ended November 1, 2003 included a
net benefit of 70 basis points.

Selling, general and administrative expenses increased to $298.7
million in the thirty-nine weeks ended November 1, 2003, compared
to $252.3 million in the prior year period. As a percentage of net
sales, these expenses increased to 24.9% from 23.6% in the prior
year period. Contributing to the increase were store pre-opening
costs, costs associated with the store remodel program, and
increased insurance, medical, dental and legal costs. In addition,
the adoption of EITF 02-16 in 2003 resulted in the
reclassification of $13.0 million of vendor consideration from an
offset to selling, general and administrative expenses to a $8.7
million reduction of cost of sales and a $4.3 million deferral,
reducing inventory, which will be recognized as a reduction of
cost of sales in future periods.

Management fees in the prior year period were $0.3 million in
addition to the aggregate amount of $12.5 million paid as a one-
time termination fee in February 2002 to terminate the management
services agreement that PETCO entered into in conjunction with its
leveraged recapitalization. Non-cash stock-based compensation and
other costs in the prior year period were $8.2 million. Non-cash
stock-based compensation expenses were based on the deemed fair
value of the Company's common stock as a result of its initial
public offering.

Operating income for the thirty-nine weeks ended November 1, 2003
increased to $87.3 million, or 7.3% of net sales, from $53.1
million, or 5.0% of net sales, in the prior year period. Operating
income in the prior year period includes management fees and
termination costs of $12.8 million and stock-based compensation
expense totaling $8.4 million.

Net interest expense was $20.0 million for the thirty-nine week
period ended November 1, 2003, compared with $25.3 million in the
prior year period. Lower debt levels due to the repayment of long-
term debt and lower interest rates specific to the Company's
credit facility contributed to the reduction in interest expense.
The early repayment of $50 million and amendment of the Company's
senior credit facility, completed during August 2003, resulted in
an immediate interest rate reduction of 0.5%, which is expected to
further positively impact interest expense in future periods.

Income taxes for the thirty-nine weeks ended November 1, 2003 were
$21.9 million, compared with $11.8 million in the prior year
period.  The lower rate in the current year was a result of a $3.4
million favorable resolution of an income tax accrual in the third
quarter of 2003 and certain non-deductible stock-based
compensation costs in the prior year. Excluding the favorable tax
resolution in the current year, the Company had an effective tax
rate of 39% for the thirty-nine weeks ended November 1, 2003.

Prior to the redemption in the first quarter of 2002 of all
Company previously outstanding preferred stock in connection with
its initial public offering, the holders of PETCO's series A
preferred stock and its series B preferred stock were entitled to
receive dividends at a rate of 14% and 12%, respectively. The
Company was not required to pay these dividends in cash, and the
unpaid dividends compounded quarterly. The dividends earned were
added to the principal balance of the preferred stock, with a
corresponding reduction in net earnings available to common
stockholders.

Net earnings available to common stockholders for the thirty-nine
weeks ended November 1, 2003 increased to $43.8 million, or $0.75
per diluted share, compared with a net loss available to common
stockholders of $7.8 million, or a $0.14 loss per diluted share,
for the prior year period. The thirty-nine week period ended
November 1, 2003 included a non-recurring $3.4 million favorable
resolution of an income tax accrual, and $1.6 million of debt
retirement costs resulting from an early repayment of a portion of
the Company's long-term senior credit facility.  The thirty-nine
week period ended November 2, 2002 included the following items:
$12.8 million in management fees and termination costs related to
the termination of a management services agreement that was
entered into in conjunction with PETCO's leveraged  
recapitalization; $8.4 million in stock-based compensation
expense, and other primarily financing and legal costs of $1.2
million, related to the initial public offering; debt retirement
costs of $3.3 million related to the early repurchase of senior
subordinated notes with proceeds of the initial public offering;
and an increase in the carrying amount and premium on redemption
of previously outstanding preferred stock of $20.5 million.

                 Liquidity and Capital Resources

PETCO has financed its operations and expansion program through
internal cash flow, external borrowings and the sale of equity
securities. At November 1, 2003 total assets were $563.1 million,
$248.5 million of which were current assets. Net cash provided by
operating activities was $98.6 million for the thirty-nine week
period ended November 1, 2003 compared to net cash provided by
operating activities of $56.6 million in the prior-year period.
Company sales are substantially on a cash basis. Therefore, cash
flow generated from operating stores provides a significant source
of liquidity. The Company uses operating cash principally to make
interest payments on debt and to purchase inventory. A portion of
the inventory purchased is financed through vendor credit terms.
The Company significantly increased its leverage following its
leveraged recapitalization in October 2000, and uses cash
generated from operating activities to service the increased debt
levels.

PETCO uses cash in investing activities to purchase fixed assets
for new stores, to acquire stores, to remodel certain existing
stores and, to a lesser extent, to purchase warehouse and office
fixtures, equipment and computer hardware and software in support
of its distribution and administrative functions. The Company
estimates that its purchases of fixed assets for fiscal 2003 will
be approximately $90 million to $95 million, which includes the
cost of purchasing additional land and office buildings adjacent
to its existing national support center offices, and the estimated
cost of remodeling existing stores into its millennium format.
Cash used in investing activities was $84.5 million, including
$14.0 million for the purchase of the land and office buildings,
and $44.3 million for the thirty-nine week periods ended November
1, 2003 and November 2, 2002, respectively.

The Company has historically financed some of its purchases of
equipment and fixtures through capital lease and other
obligations. No purchases of fixed assets were financed in this
manner during the thirty-nine week periods ended November 1, 2003
and November 2, 2002.

PETCO has a senior credit facility with a syndicate of banks that
expires between October 2, 2006 and October 2, 2008 that, as of
July 31, 2003, consisted of a $75.0 million revolving credit
facility and a $191.5 million term loan. On August 1, 2003, the
Company made an early repayment of $50 million of the term loan
from operating cash flows and incurred debt retirement costs of
$1.6 million. In connection with the repayment, the Company
entered into an amendment of the senior credit facility which
resulted in an immediate interest rate reduction of 0.5% on the
term loan and more favorable credit agreement terms.

As of November 1, 2003, the senior credit facility now consists of
a $75.0 million revolving credit facility and a $141.5 million
term loan for a total commitment of $216.5 million. Borrowings
under the senior credit facility are secured by substantially all
of PETCO's assets and bears interest (1) in the case of the
revolving facility, at PETCO's option, at the agent bank's base
rate plus a margin of up to 2.25%, or LIBOR plus a margin of up to
3.25%, based on the Company's leverage ratio at the time, and (2)
in the case of the term loan, at the Company's option, at the
agent bank's base rate plus a fixed margin of 1.5%, or LIBOR plus
a fixed margin of 2.5%. The effective interest rate of these
borrowings at November 1, 2003 was 3.64%. The amended credit
agreement contains certain affirmative and negative covenants
related to, among other things, indebtedness, interest and fixed
charges coverage and consolidated net worth. At November 1, 2003,
the Company was in full compliance with all of these covenants,
the outstanding balance of its term loan was $141.1 million and
there were no borrowings on its revolving credit facility, which
had $55 million of available credit.

PETCO's primary long-term capital requirement is funding for the
opening or acquisition of stores as well as the remodeling of
certain existing stores. Cash flows used in financing activities
were $54.5 million for the thirty-nine week period ended November
1, 2003 compared with cash flows used in financing activities of
$3.8 million for the thirty-nine week period ended November 2,
2002. During the thirty-nine week period ended November 2, 2002,
net proceeds of $273.1 million were generated from sales of
Company common stock. In addition, for the thirty-nine week period
ended November 2, 2002, PETCO used $239.8 million to redeem its
series A senior preferred stock and its series B junior preferred
stock and approximately $32.7 million of the net proceeds of the
initial public offering, plus approximately $1.8 million in cash-
on-hand, to repurchase $30.0 million in aggregate principal amount
of its senior subordinated notes at 110.5% of their face amount
plus accrued interest, leaving $170.0 million in aggregate
principal amount of its senior subordinated notes outstanding.
Remaining cash flows used in financing activities were repayments
of long-term debt agreements and other obligations.

As of February 1, 2003, the Company had available net operating
loss carryforwards of $19.3 million for federal income tax
purposes, which begin expiring in 2012, and $20.0 million for
state income tax purposes, which begin expiring in 2010.

Management anticipates that cash flows generated by operations and
funds available under the credit facility will be sufficient to
finance continued operations and planned store openings at least
through the next twelve months.

As previously reported, Standard & Poor's Ratings Services revised
its outlook on PETCO Animal Supplies Inc., to positive from
stable.

Standard & Poor's also affirmed its 'BB-' corporate credit and
senior secured bank loan ratings, as well as its 'B' subordinated
debt rating on this San Diego, California-based pet supplies
retailer.


PG&E NATIONAL: Enron Sues NEGT Energy Debtor to Recover $13 Mil.
----------------------------------------------------------------
On December 2, 2001, Enron Power Marketing, Inc. and certain of
its affiliated debtor entities filed for Chapter 11 protection
before the Bankruptcy Court for the Southern District of New
York.  Enron continues to operate its business and manage its
property as a debtor-in-possession.

Pursuant to Sections 547 and 550 of the Bankruptcy Code, Enron
seeks to avoid and recover $13,212,199 in preferential transfers
made, directly or indirectly, to NEGT Energy Trading - Power, LP,
formerly known as, PG&E Energy Trading - Power, LP.  Enron
asserts that it was already insolvent at the time the Transfer
was made.

In the alternative, Enron asks the Court to invalidate, pursuant
to Section 553, a $18,212,199 set-off effected by ET Power on
account of the Transfer.

Enron made the Transfer two days before its Petition Date, in
accordance with a Termination and Transaction Agreement entered
into on November 30, 2001, by and among Enron, ET Power and
Southern California Edison Company.  Under the Termination
Agreement, the parties took an obligation worth $18,212,199 owed
by Edison to Enron on an electrical power trading transaction,
and transferred it to ET Power.  As a part of the transaction, ET
Power returned $5,000,000 in collateral posted under its master
agreements to Enron.  Two days later, ET Power terminated its
master agreements with Enron and applied the acquired $18,212,199
Edison position to reduce an unrelated, larger $57,000,000
obligation owed by Enron to ET Power on other electrical power
trading transactions.

Had the Transfer not taken place, Enron would have received,
after netting out the $5,000,000 in collateral, $13,212,199 from
Edison.  ET Power, on the other hand, would have held only a
prepetition claim against Enron's estate for the $13,212,199,
among other amounts, which will be paid on a greatly discounted
basis -- Enron's current reorganization plan estimates that its
unsecured creditors will be paid 22.5 cents on the dollar.  As a
result, Enron made a preferential transfer to ET Power at the
expense Enron's other creditors. (PG&E National Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PILLOWTEX CORP: Wants More Time to Make Lease-Related Decisions
---------------------------------------------------------------
Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnel,
in Wilmington, Delaware, reminds the Court that the GGST Sale
Order extended the period during which the Pillowtex Debtors are
authorized, at GGST LLC's direction, to assume or reject the Real
Property Leases.  The Non-Fee Designation Expiration Date is the
earlier of July 29, 2004 and the expiration of the relevant
lease, subject to further extension as provided in the Sale
Agreement.  

The Real Property Leases refer to leases listed on Schedule
6.13(b) to the Sale Agreement.  Subsequently, the Debtors
discovered that a small number of leases subject to GGST's
designation rights were inadvertently omitted from Schedule
6.13(b) and listed instead on Schedule 6.11(a), which lists
certain of the Debtors' material contracts.  According to Mr.
Saydah, the Debtors remain parties to a few non-residential real
property leases subject to GGST's designation rights, which may
not be covered by the extension of the Debtors' period to assume
or reject under the GGST Sale Order.

The GGST Sale Agreement provides that, until the Fee Designation
Expiration Date, GGST will have the exclusive right to designate,
which Contracts will be assumed and assigned and to whom.  The
Fee Designation Expiration Date is December 29, 2004, subject to
further extension as provided in the Sale Agreement.  Contracts
include any of the Debtors' leases other than Real Property
Leases and other specifically excluded leases.

Accordingly, the Debtors ask the Court to extend through and
including March 31, 2004, the time in which they may assume or
reject all non-residential real property leases to which they are
a party, including the lease with Kathleen Mills for a Retail
Store parking lot in Eden, North Carolina.

Given that the GGST Sale Agreement provides that GGST is entitled
to additional time to analyze the Leases and to direct the
Debtors to assume or reject them, Mr. Saydah contends that
another 90-day extension is necessary and appropriate in the
circumstances.

The Court will convene a hearing tomorrow to consider the Debtors'
request.  By application of Del.Bankr.LR 9006-2, the Lease
Decision Period is automatically extended through the conclusion
of that hearing. (Pillowtex Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PREMCOR INC: Will Publish Fourth Quarter 2003 Results on Jan. 29
----------------------------------------------------------------
Premcor Inc. (NYSE: PCO) will host a conference call on
January 29, 2004 at 11:00 a.m. EST to discuss fourth quarter 2003
results and to provide an update on company operations.  Fourth
quarter results will be released earlier that day.

Interested parties may listen to the live conference call on the
Internet by logging on to the investor relations section of the
Premcor Inc. Web site at http://www.premcor.com/  There will also  
be a recorded playback available until February 5, 2004 at (888)
484-8256 or (402) 998-1381.

Premcor Inc. (S&P, BB- Senior Unsecured Debt Rating, Negative) is
one of the largest independent petroleum refiners and marketers of
unbranded transportation fuels and heating oil in the United
States.


PREMIER ENTERTAINMENT: S&P Rates $150M First Mortgage Notes at B-
-----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B-' rating to the
proposed $150 million first mortgage notes due 2012 to be issued
jointly by Premier Entertainment Biloxi LLC and its wholly owned
subsidiary Premier Finance Biloxi Corp. The notes will be secured
by substantially all the assets of the company other than certain
furniture, fixtures, and equipment that will be financed
separately on a secured basis.  

At the same time, Standard & Poor's assigned a 'B-' corporate
credit rating to Premier. The outlook is negative. Pro forma for
the offering, Biloxi, Mississippi-based Premier will have $150
million in debt, $50 million in preferred stock outstanding, and
$10 million in junior subordinated notes.

Proceeds from the proposed notes, along with the junior
subordinated notes and preferred stock, will be used to help fund
the construction and development of the Hard Rock Hotel & Casino
Biloxi, to fund four interest payments, to fund a contingency for
about 15% of the "hard costs", and for transaction-related
expenses.

"The ratings on Premier reflect intense competition within the
Biloxi market during the past few years, construction and start-up
risk associated with the planned development, and expected high
debt leverage," said Standard & Poor's credit analyst Peggy Hwan.
These factors are offset by a well-recognized brand, expected
adequate liquidity throughout construction, and the close
proximity of the proposed casino to MGM MIRAGE's Beau Rivage
Resort thereby driving additional foot traffic to the Hard Rock
Biloxi.  

Premier was formed to construct a casino resort to be built along
the Mississippi Gulf Coast.  The resort will incorporate the "Hard
Rock" theme, with similar characteristics as Hard Rock Hotel &
Casino in Las Vegas, and will display various rock memorabilia.  
The 50,000 sq. ft. single-level casino will include 1,500 slot
machines and 50 table games. The facility will also include a 306-
room hotel, 1,600 parking spaces, and various restaurant, retail
and entertainment amenities.

The negative outlook reflects the expectation that competitive
pressures in the mature Biloxi market will make it difficult for a
new entrant to be successful. Although the Hard Rock Biloxi will
benefit by having adequate liquidity throughout construction and
by being the newest property in the market, the company's current
financial profile provides modest cushion against increasing
competitive market pressures. Ratings could be lowered if
construction does not progress according to plan or if initial
performance fails to meet current expectations.


PSYCHIATRIC SOLUTIONS: Arranges New $50 Million Credit Facility
---------------------------------------------------------------
Psychiatric Solutions, Inc., (Nasdaq: PSYS) entered into an
agreement with Bank of America for a new $50 million revolving
credit facility to replace its $50 million revolving credit
facility with an asset-based lender.

PSI expects the new three-year facility to significantly lower its
future borrowing costs as a result of a lower interest rate and
reduced ongoing fees related to the new facility. The former
asset-based facility required PSI to pay interest and fees on a
minimum balance of $17.5 million, totaling more than $1.8 million
annually, regardless of whether there were any borrowings under
the facility. As a result of terminating the asset-based
agreement, PSI will incur a nonrecurring expense for the first
quarter of 2004 of approximately $6.5 million.

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


QUINTEK: Sets-Up Standards for Encoding Digital Data on Microfilm
-----------------------------------------------------------------
Quintek Technologies, Inc. (OTCBB:QTEK), the only manufacturer of
a chemical-free desktop microfilm solution, announced initiatives
to create a coalition consisting of representatives from within
the information storage industry to develop a standard for
encoding digital data on microfilm.

Robert Steele, President of Quintek commented, "The goal of the
coalition will be to create an open standard for long term
archival storage of digital data on film. This will be done in the
spirit of providing organizations with a cost effective solution
for compliance with records retention requirements in areas where
such storage is mandated."

Steele added, "We believe that Quintek's history of innovation in
film-based imaging makes Quintek an ideal organization to
coordinate the development of a defacto standard for storing and
retrieving digital data on film. This project could result in
greatly expanding the use of microfilm in the ever growing multi-
billion dollar information storage marketplace."

Quintek will be releasing more information regarding this project
as it develops.

Quintek is the only manufacturer of a chemical-free desktop
microfilm solution. The company currently sells hardware, software
and services for printing large format drawings such as blueprints
and CAD files (Computer Aided Design), directly to microfilm.
Quintek does business in the content and document management
services market, forecast by IDC Research to grow to $2.4 billion
by 2006 at a combined annual growth rate of 44%. Quintek targets
the aerospace, defense and AEC (Architecture, Engineering and
Construction) industries.

Quintek's printers are patented, modern, chemical-free, desktop-
sized units with an average sale price of over $65,000.
Competitive products for direct output of computer files to
microfilm are more expensive, large, specialized devices that
require constant replenishment and disposal of hazardous
chemicals.

The company's June 30, 2003, balance sheet discloses a total
shareholders' equity deficit of about $1.3 million.


R & L ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: R and L Enterprises, Inc.
        dba Longview Lanes
        aka R & L Enterprises, Inc.
        aka R & L Enterprises
        408 N. Spur 63
        Longview, Texas 75601

Bankruptcy Case No.: 04-60020

Type of Business: The Debtor locally owned and operated bowling
                  center that features 32 Brunswick Lanes, AMF
                  automatic scoring, a game room with a wide
                  variety of state-of-the-art video games, a full
                  snack bar, and leagues for everyone.

Chapter 11 Petition Date: January 6, 2004

Court: Eastern District of Texas (Tyler)

Debtor's Counsels: Amy Bates Ames, Esq.
                   Jason R. Searcy, Esq.
                   Jason R. Searcy, P.C.
                   P.O. Box 3929
                   Longview, TX 75606
                   Tel :903-757-3399

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Washington Mutual Finance     2nd lien on real          $800,000
formerly Bank United          estate
501 Spur 63

George Lavender               line of credit             $25,086

Bowling & Billards of Dallas                             $11,651

Internal Revenue Service      941 Taxes                   $5,641

Citi Business Card            Credit Card Purchases       $5,586

The Lighting Store                                        $4,481

Texas State Comptroller                                   $3,493

AMF Bowling Inc.                                          $2,906

Swepco American Power                                     $2,323

Sysco Corp.                                               $1,982

A-1 Service Co.                                           $1,056

Wacken Hut Corp.                                          $1,023

Dixie Paper Co.                                             $951

Pepsi Cola Corp.                                            $926

Gary D. Rees                  Prepetition wages             $600

Texas Workforce Commission    unemployment taxes            $248

Internal Revenue Service      940 taxes                     $206

Farmers Brothers                                            $198


REDBACK NETWORKS: Signs-Up PricewaterhouseCoopers as Accountants
----------------------------------------------------------------
Redback Networks, Inc., is asking for authority from the U.S.
Bankruptcy Court for the District of Delaware to retain
PricewaterhouseCoopers LLP as Accountants, Auditors and Tax
Advisors, nunc pro tunc to November 3, 2003.

PricewaterhouseCoopers will provide accounting, auditing and tax
advisory services as appropriate and feasible in order to advise
the Debtor in the course of Redback's chapter 11 case.  These
services include:

  A) Accounting and Auditing

     a) audits of the financial statements of the Debtor as may
        be required from time to time, and advice and assistance
        in the preparation and filing of financial statements
        and disclosure documents required by the Securities and
        Exchange Commission including Forms 10-K as required by
        applicable law or as requested by the Debtor;

     b) audits of my benefit plans as my be required by the
        Department of Labor or the Employee Retirement Income
        Security Act, as amended;

     c) review of the unaudited quarterly financial statements
        of the Debtor as required by applicable law or as
        requested by the Debtor; and

     d) performance of other related accounting services for the
        Debtor as may be necessary or desirable.

  B) Tax

     a) review of and assistance in the preparation and filing
        of my international, federal, state and city tax
        returns;

     b) advice and assistance regarding international, federal,
        state and city tax planning issues, including
        calculating net operating loss carry forwards and the
        tax consequences of any proposed plans of
        reorganization, and assistance in the preparation of my
        taxing authority ruling requests regarding the future           
        tax consequences of alternative reorganization
        structures;

     c) assistance regarding existing and future international,
        federal, state and city tax return examinations; and

     d) any and all other federal, state and city tax assistance
        as ma1y be requested from time to time.

Roger J. Guido will lead the team in this engagement.  He reports
that PricewaterhouseCoopers' personnel anticipated to be assigned
to this case for accounting and auditing services, and their
current rates are:

          Partners and Directors            $319 - $522 per hour
          Manager and Senior Manager        $172 - $255 per hour
          Associates and Senior Associates  $90 - $152 per hour
          Administrative Staff              $43 per hour

for tax advisory support, and their current rates are:

          Partners and Directors            $458 - $480 per hour
          Manager and Senior M1anager       $323 - $416 per hour
          Associates and Senior Associates  $131 - $217 per hour
          Administrative Staff              $62 per hour

Headquartered in San Jose, California, Redback Networks, Inc. is a
leading provider of advanced telecommunications networking
equipment. The Company filed for chapter 11 protection on
November 3, 2003 (Bankr. Del. Case No. 03-13359). Bruce Grohsgal,
Esq., Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., and G. Larry Engel, Esq., Jonathan N.P.
Gilliland, Esq., at Morgan Lewis & Bockius, LLP represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $591,675,000 in total
assets and $652,869,000 in total debts.


SIX FLAGS: Fixes February 1 as Record Date for PIERS Dividend
-------------------------------------------------------------
Six Flags, Inc. (NYSE: PKS and PKSPrB) has fixed February 1, 2004
as the record date for payment of a dividend for the quarter
ending February 15, 2004 to the holders of its Preferred Income
Equity Redeemable Shares, each such PIERS representing one one-
hundredth of a share of the Company's 7-1/4 % Convertible
Preferred Stock. Payment of the dividend, which will be paid 100%
in cash, will be made on February 15, 2004. The dividend will
aggregate $.453125 per PIERS.

Six Flags, Inc. is the world's largest regional theme park
company, with thirty-nine parks in markets throughout North
America and Europe.

Six Flags (S&P, B+ Corporate Credit Rating, Negative) is the
world's largest regional theme park company, currently with
thirty-nine parks throughout North America and Europe.


SLATER STEEL: Will Unveil CCAA Liquidating Plan Tomorrow
--------------------------------------------------------
Despite the United Steelworkers' attempt to save jobs and help
Slater Steel Inc., emerge from protection under the Companies'
Creditors Arrangement Act, the company intends to present a
liquidation plan in court tomorrow.

The Steelworkers heard from the company that negotiations have
ceased with the union representing its Quebec operations and that
any agreement in Hamilton would not save the company.

The company advised the union's negotiators that its business plan
required concessions from employees at both its Hamilton and
Quebec operations. The Steelworkers represents 350 members of
Local 4752, who are production workers at the company's Hamilton
operation. Employees in Tracey, Quebec are covered by a separate
collective agreement with another union.

"Our goal from the outset has been to ensure Slater Steel's
survival," said Marie Kelly, Steelworkers' Ontario/Atlantic
Assistant Director. "We developed a restructuring plan that would
have created operational efficiencies and help the company operate
more economically and effectively. We were prepared to work with
the company to save jobs and strengthen their operations. Instead,
Slater advised the union that it will not re-enter negotiations
because it believes it would not be sufficient to save the
company."

"Slater Steel had no intention of negotiating a restructuring plan
with us," said Steelworkers' Area Co-ordinator Tony DePaulo. "The
company's plan was to cut our members' wages and benefits without
any thought about how to restructure the operation."

Canada's steel industry and the thousands of jobs that go with it
are at risk. The Steelworkers has been fighting to keep Canadian
steel strong, but the federal government has so far failed to act.

The United Steelworkers represents 180,000 men and women working
in every sector of Canada's economy.


SOLUTIA INC: Honoring & Paying Prepetition Lien & Custom Claims
---------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates sought and obtained the
Court's authority to pay, in their discretion, lien claims, custom
claims and any related fees or charges.

                     Mechanics' Lien Claims

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, relates that the Debtors operate complex manufacturing
facilities throughout the United States.  The machinery and
equipment used at these facilities require a significant amount
of ongoing maintenance and repair.  In addition, the Debtors are
in the process of completing improvements to certain of their
facilities and conducting environmental remediation projects.  To
perform this work, the Debtors, in the ordinary course of
business, employ general contractors who may then employ numerous
subcontractors.  As of the Petition Date, the Debtors had ongoing
repair, maintenance, construction and environmental remediation
projects at or relating to several of their facilities.

Although the Debtors generally made timely payments to the
Contractors before the Petition Date, a substantial number of the
Contractors may not have been paid in full for prepetition
services provided because of the applicable invoice and payment
arrangements, which in many circumstances contemplate a payment
deadline weeks or months after work is performed.  To the extent
that the Debtors have not yet paid for repair, maintenance,
construction, installation or similar services, the Contractors
performing services may, under applicable state law, be entitled
to assert liens against the Debtors' real or personal property
that were the subject of the services, whether or not that
property remains in the possession or control of the Contractors,
to secure the payment of the prepetition amounts owed.

                     Possessory Lien Claims

The Debtors use third-party freight carriers to transport
essential goods and supplies to and from their production
facilities and deliver raw materials and finished goods to
customers and retailers, by a wide variety of modes including
truck, rail, ship, pipeline and airplane.  The Debtors and the
Freight Carriers also use warehousemen to store raw materials and
finished goods and to distribute them to and from the Debtors'
facilities.  As a result of these services, the Freight Carriers
and Warehousemen maintain possession of certain of the Debtors'
materials and products.  As of the Petition Date, many of the
Freight Carriers and Warehousemen had claims for storage,
transportation and related services previously provided to the
Debtors.

The Debtors rely on third-party processors to manufacture or
finish goods to the Debtors' exact specifications using, in many
cases, the Debtors':

   (a) proprietary technology,

   (b) trade secrets and other intellectual property, and

   (c) production equipment.

The Processors include certain specialized chemical companies
with whom the Debtors entered into "toll" agreements to process
and finish products produced by the Debtors.  At any given time,
the Processors may be performing services on, and therefore have
possession of, the Debtors' supplies, raw materials, work in
progress and finished goods.

Under the laws of most states, the Possessory Lien Holders may
assert liens on the goods in their possession to secure the
charges and expenses incurred in connection with the
transportation, storage or production of the goods.  Pursuant to
Section 362(b)(3) of the Bankruptcy Code, the act of perfecting
liens, to the extent consistent with Section 546(b), is expressly
excluded from the automatic stay.

                          Customs duties

The Debtors use the services of customs brokers and freight
forwarders to comply with complex customs laws and regulations of
the United States.  Mr. Reilly explains that the Customs Brokers
are a vital link in the Debtors' distribution system because they
complete paperwork necessary for customs clearance, prepare
import summaries, facilitate exportation of the Debtors'
products, obtain tariff numbers, coordinate movement of goods
from one mode of transport to another upon entry to the United
States and perform numerous other related services.

In the ordinary course of business, the Debtors pay brokers' fees
to the Customs Brokers for their services and reimburse the
Customs Brokers for any funds that they advance on behalf of the
Debtors to pay fees to the United States Customs Service relating
to raw materials, work in progress or finished goods delivered to
or from overseas locations as well as for charges of certain
ocean, air and land shippers and miscellaneous storage and
handling expenses.  As of the Petition Date, certain Brokers'
Fees, Customs Duties and Advances had not yet been paid.  The
payment of the Customs Claims is necessary to maintain the
uninterrupted operation of the Debtors' distribution network and
ensure that the Debtors receive and deliver raw materials and
other goods on a timely basis.

            Estimated Lien and Customs Claim Amounts

Because the daily operation of the Debtors' businesses involve
repairing and upgrading facilities and equipment, storing and
transporting goods and importing and exporting goods into and out
of the United States, the amount of the Lien Claims and Customs
Claims changes on a daily basis.  As a result, it is difficult
for the Debtors to determine the exact amount of the Lien Claims
and Customs Claims that have accrued but remain unpaid as of the
Petition Date.  The Debtors estimate, however, that the aggregate
prepetition amount they owe in respect of:

      (i) Mechanics' Lien Claims is $3,400,000;
     (ii) Possessory Lien Claims is $11,300,000; and
    (iii) Customs Claims is $200,000.

      Estimated Amounts Owed to Lien & Custom Claimholders
                  (including fees and charges)

               Claimant/Other Fees          Amount
               -------------------          ------
               Contractors              $3,400,000
               Customs                     200,000
               Trucking                  3,400,000
               Warehouses                2,300,000
               Water                     3,300,000
               Rail                      1,200,000
               Processors                1,100,000

                 The Need to Satisfy the Claims

The Debtors determined that payment of the Lien Claims is
necessary to ensure that essential services provided by, and
goods held by, the Contractors, Freight Carriers, Warehousemen,
Processors and Customs Brokers are available to them without
interruption and to preserve, to the fullest extent possible, the
value of their businesses for the benefit of all stakeholders.  
By contrast, failing to pay on these Obligations would impede the
Debtors' ability to obtain and deliver goods, operate their
businesses and effectuate a successful reorganization.

With respect to the Mechanics' Lien Claims, the Debtors believe
that their failure to satisfy those Claims could cause
significant disruption to the ongoing construction, repair,
environmental remediation and maintenance projects.  Certain
Contractors might cease working if their prepetition Claims are
not satisfied, which would likely result in increased or
duplicative project costs, delays in scheduled completion times
and, in certain cases, a risk that the Debtors' facilities would
suffer equipment failures because of delays in receiving
replacement equipment.  In the event of a work stoppage by
Contractors who are assisting the Debtors in complying with
applicable environmental laws and regulations, the Debtors'
environmental remediation efforts would be delayed, potentially
to the point at which the Debtors would run afoul of federal and
state regulations or judicial consent decrees.  The existence and
perfection of Mechanics' Liens by Contractors also could cause
significant complications to the Debtors in connection with any
asset sales or additional financing that may become necessary in
these Chapter 11 cases.

Similarly, the Debtors determined that failing to pay the
Possessory Lien Claims would significantly disrupt their business
operations.  The Possessory Lien Holders are likely to assert
entitlement to Possessory Liens for transportation, storage and
production of the goods in their possession as of the Petition
Date.  As a result, the Possessory Lien Holders may refuse to
deliver or release the goods before their claims have been
satisfied and their liens redeemed. If that were to occur, the
Debtors would lose the ability to obtain and use the raw
materials, work in progress and finished goods that were in
transit or otherwise in possession of the Possessory Lien Holders
on the Petition Date.

The Possessory Lien Claims relate to integral components of the
Debtors' manufacturing and distribution system, which depends on
the reliable, uninterrupted and efficient flow of raw materials
and goods.  In most cases, goods are moved through the Debtors'
manufacturing and distribution systems on a just-in-time basis --
that is, the Debtors' manufacturing facilities and customers
receive goods only as and when needed.  Even minimal delays in
the delivery of goods or services by a Freight Carrier,
Warehouseman or Processor could undermine the Debtors' ability to
meet internal production schedules or fulfill customers' supply
needs.  If the Debtors cannot receive raw materials and deliver
finished products on a timely basis and without interruption at
the onset of their Chapter 11 cases, the likely result would be
delays in delivery of goods to the Debtors' customers at the very
time when they have a critical need to regain customer confidence
to ensure a smooth transition into operations under Chapter 11.  
The value of their assets and their businesses, together with
their potential for a successful reorganization, could be
irreparably jeopardized.  Furthermore, the existence and
perfection of Possessory Liens could cause significant
complications to the Debtors in connection with any asset sales
or additional financing that may become necessary.

The Debtors also need to pay the Customs Claims to prevent any
disruption in their current arrangements with the Customs Brokers
and the essential services that they provide.  The Customs
Brokers may refuse to continue to make further Advances or pay
the Customs Duties on time if the outstanding Customs Claims
remain unpaid.  Non-payment of the Customs Claims would lead to a
severe disruption in the Debtors' distribution system, which
would result in damage to the Debtors' relationships with
customers whose orders go unsatisfied.  Non-payment also may
result in the imposition of liens against the Debtors, including
storage fees and related costs.

Even if the Debtors could replace the Customs Brokers, there is
no guarantee that services from other agents would be available
either in a timely manner or on terms as favorable as those the
Debtors currently enjoy.  Any replacement customs brokers and
freight forwarders would demand payment in advance.  Thus, the
Debtors would lose an inexpensive, existing source of financing.  
Moreover, the current import and export system is designed to
enable goods to flow to the Debtors and their customers, from
carrier to carrier, without any interruption for Customs Service
processing.  The Debtors' Customs Brokers know how this delivery
system works, whereas there is no guarantee that the replacement
customs brokers, even if any could be found quickly, could learn
the system in sufficient time to prevent its breakdown and the
consequent costs and delays, which would jeopardize the
efficiency of the Debtors' manufacturing processes and delivery
of goods to customers.

The Debtors represent that they have sufficient availability of
funds to pay their Lien and Custom Obligations in the ordinary
course of business by virtue of cash reserves, expected cash
flows from ongoing business operations and anticipated access to
debtor-in-possession financing. (Solutia Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TEEKAY SHIPPING: Declares Cash Dividend Payable by Month-End
------------------------------------------------------------
Teekay Shipping Corporation (NYSE:TK) announced that its Board of
Directors has voted to declare a cash dividend on its common stock
of $0.25 per share, payable on January 30, 2004 to all
shareholders of record as at January 16, 2004.

Teekay (S&P, BB+ Corporate Credit Rating, Stable Outlook) is the
leading provider of international crude oil and petroleum product
transportation services, transporting more than 10 percent of the
world's sea-borne oil. With offices in 12 countries, Teekay
employs more than 4,200 seagoing and shore-based staff around the
world. The Company has earned a reputation for safety and
excellence in providing transportation services to major oil
companies, oil traders and government agencies worldwide.

Teekay's common stock is listed on the New York Stock Exchange
where it trades under the symbol "TK".


TRI-UNION DEV'T: Signs-Up Bright and Brown as California Counsel
----------------------------------------------------------------
Tri-Union Development Corporation, along with Tri-Union Operating
Company, asks for authority from the U.S. Bankrutpcy Court for the
Southern District of Texas to employ Bright and Brown to serve as
special counsel with respect to issues concerning the California
Properties and any other matters arising under California state
law.

The Debtors selected Bright and Brown because of its extensive
experience representing oil and gas companies, its established
reputation, and its ability to advise the Debtors with respect to
issues concerning the California Properties.

Bright and Brown will provide:

     a. analysis and legal opinion regarding the nature and
        rights attributable to the Debtors' fractional undivided
        interest in mineral estates vis-a-vis their co-owners
        and creditors under California law;

     b. analysis and legal opinion regarding the rights and
        obligations of the Debtors under material operating
        agreements vis-a-vis their counterparties and creditors;
        and

     c. analysis and legal opinion regarding regulatory
        requirements and compliance under applicable California
        law regarding operation, development, environmental, and
        plugging and abandonment of oil and gas properties
        located in California.

Bright and Brown's professional rates range from:

          Partners           $380 to $415 per hour
          Associates         $175 to $315 per hour
          Legal Assistants   $75 to $95 per hour

The primary Bright and Brown professionals who will provide
services to the Debtors are:

          Gregory C. Brown   $415 per hour
          John Quirk         $385 per hour

Headquartered in Houston, Texas, Tri-Union Development Corporation
is an independent oil and natural gas company engaged in the
acquisition, development, exploration and production of oil and
natural gas properties. The Company filed for chapter 11
protection on October 20, 2003 (Bankr. S.D. Tex. Case No. 03-
44908).  Charles A Beckham, Jr., Esq., Eric B. Terry, Esq., JoAnn
Lippman, Esq., and Patrick Lamont Hughes, Esq., at Haynes & Boone
represent the Debtors in their restructuring efforts.  As of March
31, 2003, the Debtors listed $117,620,142 in total assets and
$167,519,109 in total debts.


TYCO INT'L: Look for First-Quarter Fin'l Results on February 3
--------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC) will report first
quarter results before trading begins Tuesday, Feb. 3, 2004.  The
company will hold a conference call for investors at 8:30 a.m.
EST.  The call may be accessed in three ways:

    -- By telephone dial-in with the capability to participate in
       the question-and-answer portion of the call. The telephone
       dial-in number for participants in the United States is
       (888) 423-3281. The telephone dial-in number for
       participants outside the United States is (612) 326-1003.
       Due to capacity limitations on the part of our
       teleconference service provider, the number of lines
       available is limited. If these lines have reached the
       limit, investors will need to call the "listen-only" number
       provided below.

    -- By telephone dial-in to participate in a "listen-only"
       mode. The telephone dial-in number for participants in the
       United States is (866) 254-5936. The telephone dial-in
       number for participants outside the United States is (612)
       326-1016. The access code for all "listen-only" callers is
       716126.  Investors who do not intend to ask questions
       should dial this number.

    -- At http://investors.tyco.com/medialist.cfm/a replay of the  
       call will be available through Feb. 13, 2004.

An audio replay of the conference call is scheduled to be
available at 3:30 p.m. Feb. 3, 2004 until 11:59 p.m. Feb. 10,
2004. The dial-in number for participants in the United States is
(800) 475-6701. For participants outside the United States the
dial-in number is (320) 365-3844. The replay access code for all
callers is 716127.

Tyco International Ltd. (Fitch, BB+ Senior Unsecured Debt and B
Commercial Paper Ratings, Stable Outlook) is a diversified
manufacturing and service company.  Tyco is the world's leading
provider of both electronic security services and fire protection
services; the worlds' leading supplier of passive electronic
components and a leading provider of undersea fiber optic networks
and services; a world leader in the medical products industry; and
the world's leading manufacturer of industrial valves and
controls. Tyco also holds a strong leadership position in plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2003 revenues from continuing operations of approximately
$37 billion.


UNICO CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Unico Construction Company
        3102 Mercer
        Laredo, Texas 78044

Bankruptcy Case No.: 04-50004

Type of Business: The Debtor is a builder/contractor.

Chapter 11 Petition Date: January 5, 2004

Court: Southern District of Texas (Laredo)

Judge: Wesley W. Steen

Debtor's Counsel: Jesse Blanco, Jr.
                  Attorney at Law
                  P.O. Box 680875
                  San Antonio, TX 78268
                  Tel: 210-509-6925

Total Assets: $325,732

Total Debts:  $1,277,560

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Laredo National Bank          Bank loan                 $475,534
P.O. Box 59
Laredo, TX 78042-0059

Laredo National Bank          Bank loan                 $450,457
P.O. Box 59                                         Collateral:
Laredo, TX 78042-0059                                    $77,140

Amadeo Juarez                                           $230,539

Francisco Vasquez D/B/A       Trade debt                 $37,020
Vasquez Painting

SIC Corporation                                          $29,976

Bielas Glass & Aluminum                                  $11,447

Garreth E. Shaw               Trade debt                 $10,842

Baum, Mejia & Co. P.L.L.C.    Trade debt                  $9,900

Timber Casework Mfg. Co.,                                 $8,645
Inc.

Best Masonry & Tool Supply,                               $5,600
Inc.

Classic Casework &                                        $3,016
Countertops, Inc.

Rosalva Guerra                                            $1,676

Classic Casework &                                        $1,550
Countertops, Inc.

Laredo ISD Tax Office                                       $552

Patricia A. Barrera, RTA                                    $251

Phyllis J. Colon,                                           $231
Tax Assessor-Collector

Laredo ISD Tax Office                                       $102

Patricia A. Barrera, RTA                                     $66

Phyllis J. Colon                                             $61

Patricia A. Barrera, RTA                                     $52


UNITED STATES CAN: Proposes Exchange Offer for 10-7/8% Sr. Notes
----------------------------------------------------------------
United States Can Company is offering to exchange its 10-7/8%
Series B Senior Secured Notes due 2010, or the exchange notes, for
all of its outstanding 10-7/8% Senior Secured Notes due 2010, or
the notes.

    - The exchange offer will remain in effect for a limited time
      and the Company does not currently intend to extend the
      expiration date of the exchange offer.

    - Tendered notes may be withdrawn at any time prior to the
      expiration of the exchange offer.

    - The exchange of notes for exchange notes pursuant to the
      exchange offer will not be a taxable event for U.S. federal
      income tax purposes

    - The Company does not intend to apply for listing of the
      exchange notes on any securities exchange or automated
      dealer quotation system.

                         THE EXCHANGE NOTES

    - The form and terms of the notes and the exchange notes are
      identical in all material respects, except that the exchange
      notes have been registered under the Securities Act of 1933
      and will not bear any legend restricting their transfer.

    - The exchange notes will be the Company's secured obligations
      and rank equal in right of payment with all of the Company's
      unsubordinated indebtedness and senior to all of its future
      indebtedness that by its terms is subordinated to the
      exchange notes.

                         BROKER-DEALERS

    - Each broker-dealer that receives exchange notes for its own
      account pursuant to the exchange offer must acknowledge that
      it will deliver a prospectus in connection with any resale
      of the exchange notes. The letter of transmittal states that
      by so acknowledging and by delivering a prospectus, a
      broker-dealer will not be deemed to admit that it is an
      "underwriter" within the meaning of the Securities Act.

    - This prospectus, as it may be amended or supplemented from
      time to time, may be used by a broker-dealer in connection
      with resales of exchange notes received in exchange for
      notes where the notes were acquired by the broker-dealer as
      a result of market-making activities or other trading
      activities.

    - U.S. Can has agreed that, starting on the expiration date of
      the exchange offer and ending on the close of business one
      year after the expiration date, it will make this prospectus
      available to any broker-dealer for use in connection with
      any resale of the exchange notes.

U.S. Can Corporation is a leading manufacturer of steel containers
for personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.

At September 28, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about #352 million.


UNITY WIRELESS: Inks Development Pact with Tier-One Customer
------------------------------------------------------------
Unity Wireless Corporation (OTCBB: UTYW), a developer of fully
integrated wireless subsystems and power amplifiers, signed an
agreement with a North American tier-one customer to develop and
manufacture fully-integrated wireless subsystems for base stations
applications. The units to be developed and manufactured will be
used for the customer's internal evaluation and product
certification.

This agreement follows the Company's success in meeting this
customer's qualification standards in 'proof-of-concept'
subsystems delivered in September and October.

Ilan Kenig, President and CEO of Unity Wireless Corporation
commented, "Our relationships with customers such as the one
mentioned in this release and our tier-one customer in China, we
think demonstrate that we can provide a completely integrated
solution for both medium and larger sized customers. We believe
that successful relationships with our larger customers will lead
to increased production volumes and increased and more predictable
revenues."

Unity Wireless' June 30, 2003, balance sheet shows a working
capital deficit of about $338,000.

Unity Wireless is a leading developer of fully integrated wireless
sub-systems and Smart Power Amplifier technology. The Company's
single-carrier and multi-carrier power amplifier products deliver
world-class efficiency and performance with field-proven quality
and reliability in thousands of base stations and repeaters around
the world.


US AIRWAYS: December 2003 Revenue Passenger Miles Up by 3.4%
------------------------------------------------------------
US Airways (Nasdaq: UAIR) reported its December 2003 passenger
traffic.

Mainline revenue passenger miles for December 2003 increased 4.1%
on a 3.4 increase in available seat miles compared to December
2002.  The passenger load factor was 72.9%, a 0.5 percentage point
increase compared to December 2002.

For the fourth quarter 2003, US Airways' revenue passenger miles
increased 7.0% on 0.6% more capacity compared to October through
December 2002.  The passenger load factor for the period was
72.7%, a 4.4 percentage point increase compared to the fourth
quarter of 2002.

Full year 2003 revenue passenger miles decreased 5.7% on 8.6% less
capacity compared to 2002.  The passenger load factor for the
period was 73.3%, a 2.3 percentage point increase compared to
2002.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc. -
- reported a 13.6% decrease in revenue passenger miles for the
month of December on 12.5% less capacity compared to the same
period in 2002.  The passenger load factor was 56.6%, a 0.7
percentage point decrease compared to December 2002.

For the fourth quarter 2003, revenue passenger miles for the three
wholly owned subsidiaries decreased 12.1 percent on 14.4% less
capacity compared to the fourth quarter 2002.  The passenger load
factor for the period was 56.9%, a 1.4 percentage point increase
compared to the fourth quarter of 2002.

The three wholly owned US Airways Express carriers reported a
15.3% decrease in revenue passenger miles on 15.3% less capacity
for the full year 2003, compared to 2002. The passenger load
factor was 53.4%, which was no change compared to the full year
2002.

Mainline system passenger unit revenue for December 2003 is
expected to increase between 0.9% and 1.9% compared to December
2002, excluding an expected positive adjustment of $34.2 million
to reduce the company's Air Traffic Liability.

US Airways ended the month by completing 98.2% of its scheduled
flights compared to December 2002 when it completed 97.9% of its
scheduled flights.  Operational performance in December 2003 was
affected in part by winter weather conditions.


WEIRTON STEEL: Wants Nod for Amended Houlihan Lokey's Engagement
----------------------------------------------------------------
To recall, on July 16, 2003, the U.S. Bankruptcy Court for the
Northern District of Virginia authorized Weirton Steel Corporation
to employ Houlihan Lokey Howard & Zukin Capital as its Investment
Banker.  Mark E. Freedlander, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, relates that the investment banking
services of Houlihan Lokey as set forth in the Engagement Letter
and as approved by the Court include:

   (a) the assessment of the Debtor's financial restructuring or
       other strategic alternatives; and

   (b) (1) the Restructuring Transaction -- a possible financial
           restructuring transaction of the Debtor;

       (2) the Sale Transaction -- a possible merger or other
           transaction involving the sale of all or substantially
           all of the business assets or equity interests of the
           Debtor in one or more transactions; and

       (3) the Financing Transaction -- a possible private
           placement of equity and debt securities.

The Debtor and Houlihan Lokey have jointly determined to modify
the Engagement Letter in order to eliminate the Restructuring
Transaction and Financing Transaction portions of Houlihan
Lokey's retention.

As set forth in the Amended Agreement dated November 25, 2003,
Houlihan Lokey will serve as the Debtor's financial advisor only
in connection with a Sale Transaction:

   (a) Houlihan Lokey will no longer advise the Debtor in
       connection with any Restructuring Transaction or Financing
       Transaction; and

   (b) The Debtor will not be obligated to pay, and Houlihan
       Lokey will not be entitled to receive, a Restructuring
       Transaction Fee or Financing Transaction Fee, each as
       defined in the Engagement Letter, whether pursuant to
       Sections 2(b)(i), 2(b)(ii), 2(c) of the Engagement Letter,
       or otherwise.

In addition, the Debtor will pay, and Houlihan Lokey will accept,
a final payment of Advisory Fees in the month of November pro
rata through November 6, 2003 as billed and submitted in normal
course pursuant to the Engagement Letter.  Except for the Final
Advisory Fee Payment, no additional Advisory Fees will be due and
payable under Section 2(a) of the Engagement Letter.

The Debtor agrees to timely pay Houlihan Lokey's invoice for its
billed but unreimbursed out-of-pocket expenses in the normal
course pursuant to the Engagement Letter.  The Debtor will
reimburse Houlihan Lokey for all additional expenses in
accordance with the Engagement Letter.

Section 5(b)(iii) of the Engagement Letter, and the calculation
of Houlihan Lokey's Sale Transaction Fee, will be modified as:

   "Upon the consummation of a Sale Transaction, the Company
   shall pay Houlihan Lokey of the Sale Transaction Fee (as
   calculated in accordance with Section 5 b)(iii) of the
   Agreement); provided that the Company agrees to pay to
   Houlihan Lokey the Sale Transaction Fee due to it under this
   paragraph 5 (without any further compromise or discount), then
   Houlihan Lokey shall agree to reduce said Sale Transaction Fee
   by 65% of the last three months of Advisory Fees or $292,500."

The Debtor and Houlihan Lokey also executed a mutual release.  
The mutual release proposes a general release by the Debtor of
Houlihan Lokey and by Houlihan Lokey of the Debtor for any and
all claims arising under the Engagement Letter for the period
through November 25, 2003, except for matters relating to
Houlihan Lokey's continued engagement in accordance with the
Amended Agreement.

Mr. Freedlander points out that Houlihan Lokey possesses
significant institutional knowledge of the Debtor, is already
familiar with the Debtor's business and affairs to the extent
necessary for the scope of the proposed services, and has been
actively engaged in the marketing of the Debtor's business and
assets since the commencement of Houlihan Lokey's engagement.  
Thus, the continuation of the Houlihan Lokey's proposed services
are necessary to assist the Debtor in its reorganization efforts.

Therefore, the Debtor asks the Court to approve the terms and
conditions of the Houlihan Lokey Amended Agreement, including but
not limited to the mutual release. (Weirton Bankruptcy News, Issue
No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WERNER HOLDINGS: Holding Bondholder Conference Call Today
---------------------------------------------------------
Werner Holding Co. (DE), Inc., a wholly owned subsidiary of Werner
Holding Co. (PA), Inc., is holding a conference call for the
holders of its outstanding 10% Senior Subordinated Notes due 2007
at 11:00 a.m. Eastern Standard Time today.  

The purpose of the call is to discuss the information recently
reported by the Company in its Current Report on Form 8-K dated
December 19, 2003.

To participate in the conference call, holders of the Notes and
other interested parties should call 877-691-0879 at 11:00 a.m.
EST on January 8, 2004.  To view the presentation slides that will
be discussed on the conference call, a participant should access
the following Internet link:

   http://orion.calleci.com/servlet/estreamgetevent?id=3171&folder=powerslides/  

There will not be an opportunity for questions during the
conference call. The digital replay of the conference call will be
available for seven days after the call by dialing 877-519-4471
and entering the PIN #4414489.  The presentation slides will also
be available for seven days following the call at the following
Web site:

   http://orion.calleci.com/servlet/estreamgetevent?id=3172&folder=powerslides/

As previously reported, Standard & Poor's Ratings Services
affirmed its ratings, including its 'B+' corporate credit rating,
on ladder manufacturer Werner Holdings (DE) Inc. The outlook
remains stable.

Standard & Poor's also assigned its 'B+' senior secured bank loan
rating to the company's $230 million credit facilities.


WESTPOINT STEVENS: Taps Yantek as Executory Contract Consultants
----------------------------------------------------------------
John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the WestPoint Stevens Debtors have about 1,150
executory contracts and unexpired leases that require review and
analysis, and may contain terms that the Debtors wish to
renegotiate.  

Accordingly, Judge Drain permits the Debtors to employ Yantek
Consulting Group, Inc. as their executory contract consultants to
assist them in accordance with the terms of a Consulting
Agreement.

Mr. Rapisardi elaborates that Yantek is a contract claims
specialist with extensive experience in analyzing executory
contracts, unexpired leases and related claims in connection with
Chapter 11 cases.  Yantek's professionals have provided similar
services to debtors in numerous bankruptcy cases.

As consultants, Yantek will:

   (a) review and, where appropriate, renegotiate certain terms
       of the Contracts;

   (b) provide the Debtors a projected savings calculation on a
       monthly basis demonstrating the realized savings as a
       result of the Services;

   (c) review the Debtors' lease agreements and identify leases
       that may be susceptible to recharacterization as a sale;
       and

   (d) render other bankruptcy services the Debtors will request.

Yantek will be compensated for its services at $150 per hour, not
to exceed a total of $35,000 for any single month, plus
reimbursement of reasonable expenses incurred.  In addition, the
Consulting Agreement provides for a contingency fee of 3% of all
savings realized from:

     (i) the reduction in cure amounts, including cure amounts
         converted to unsecured claims;

    (ii) the reduction of future payments on any executory
         contract of financing; and

   (iii) the forgiveness or reduction of purchase price option
         amounts at the end of agreements.

To protect the Debtors' estates from unreasonable costs under the
Contingency Fee arrangement, the Consulting Agreement provides
for a compensation cap.  In the event the total compensation from
the hourly rate plus the Contingency Fee reaches $400,000, Yantek
will receive no further compensation under the Consulting
Agreement until the total aggregate savings reach $13,000,000.  
At this point, Yantek will be entitled to receive 3% of any
savings above and beyond the $13,000,000 amount.  If the total
savings exceed $13,000,000, the net effect is that the Debtors
will essentially pay 3.1% of the savings on the first $13,000,000
and 3% for any savings above this mark.

The Debtors contend that the payment structure is reasonable
under the circumstances and provides Yantek with adequate
incentive to complete its services in an efficient manner.  
Furthermore, by implementing the Contingency Fee arrangement and
the associated Cap, moderate success by Yantek under the
Consulting Agreement will provide a net positive economic effect
on the Debtors' estates and provide a greater distribution for
their creditors and estates.

Mr. Rapisardi maintains that Yantek's employment is the most cost
effective mechanism by which the Debtors may analyze and
negotiate the Contracts, thus enabling their employees to focus
on their business operations and reorganization efforts rather
than the intricacies of the Bankruptcy Code and its effect on the
Contracts.  Moreover, using operational employees inexperienced
in bankruptcy to analyze and renegotiate various terms of the
Contracts would be less efficient than employing Yantek's
services.

Within the one-year period prior to the Petition Date, Yantek did
not receive any payments from the Debtors or render any
professional services to the Debtors.

The Debtors have been informed that Yantek will seek compensation
and reimbursement of expenses in accordance with that certain
"Administrative Order Pursuant to 11 U.S.C. [Sections] 105(a) and
331 Establishing Procedures for Interim Compensation and
Reimbursement of Expenses of Chapter 11 Professionals" entered on
June 18, 2003.  Consistent with its ordinary practice and the
practice of consultants in other Chapter 11 cases, whose fee
arrangements are typically not hour-based, Yantek does not
ordinarily maintain contemporaneous time records in one-tenth
hour increments.  At the Debtors' request, the Court excused
Yantek from compliance with such requirements and required Yantek
only to maintain such records in half-hour increments.

Frank Yantek, the firm's president, assures Judge Drain that
Yantek or its employees do not have any connection with, nor any
interest adverse to, the Debtors, their creditors, or any other
parties-in-interest or their attorneys and accountants. (WestPoint
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


WESTPORT RESOURCES: Allan Keel Will Head Gulf of Mexico Division
----------------------------------------------------------------
Westport Resources Corporation (NYSE: WRC) announced the
appointment of Allan D. Keel as Vice President and General Manager
of the Company's Gulf of Mexico Division.

Mr. Keel has over 20 years experience in the oil and gas industry
and previously worked with Westport from 1996 to 2000, during
which time the Company launched its offshore operations.  Most
recently, he served as a consultant to an international oil and
gas company establishing operations in the Gulf of Mexico.  Prior
to that, Mr. Keel was President and Chief Operating Officer of
Mariner Energy Company, an independent exploration and production
company active in the Gulf Coast and Gulf of Mexico.  Mr. Keel
also spent 12 years with Energen Resources based in Birmingham,
Alabama.  He holds both a Bachelor's and Master's degree in
Geology from the University of Alabama and a Master's degree in
Business Administration from Vanderbilt University.

"We are pleased to welcome Allan back to the Westport team.  He
was integral in establishing and growing our offshore presence,"
commented Barth Whitham, President and Chief Operating Officer of
Westport.  "Allan brings to Westport an existing knowledge of the
Company's personnel, operations and systems and extensive offshore
exploration and production experience."

Westport (S&P, BB Corporate Credit and Senior Unsecured, and B+
Senior Subordinated Debt Ratings) is an independent energy company
engaged in oil and natural gas exploitation, acquisition and
exploration activities primarily in the Gulf of Mexico, the Rocky
Mountains, Permian Basin/Mid-Continent and the Gulf Coast.


WHEELING-PITTSBURGH: Caps Raw Materials Surcharge at $30 per Ton
----------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation (Nasdaq: WPSC) announced a
$30.00 per ton surcharge on shipments of all steel and steel
products effective immediately and until further notice.

Steven W. Sorvold, vice president - commercial of WPSC and COO of
Wheeling Corrugating Company, said that the increase is based on
the dramatic increases in the cost of raw materials.

"This industry has experienced an unprecedented increase in both
the cost and the availability of our raw materials," said Sorvold.
"We have worked hard to lower and to control our own operating
costs. We continue to invest in new technology to give our
customers the highest quality steel at a competitive cost
structure."

Wheeling-Pittsburgh Steel Corporation is a metal products company
with 3,100 employees in facilities located in Steubenville, Mingo
Junction, Yorkville, and Martins Ferry, Ohio; Beech Bottom and
Follansbee, West Virginia; and Allenport, Pennsylvania. The
company's Wheeling Corrugating Division has 12 plants located
throughout the United States.


W.R. GRACE: Woos Court to OK Foreign Subsidiaries' Restructuring
----------------------------------------------------------------
The W.R. Grace Debtors seek Judge Fitzgerald's authority to
restructure their stock interests in and loans to certain foreign
subsidiaries to:

       (1) provide those subsidiaries with more efficient capital
           structures;

       (2) allow for the repayment of $32,000,000 to the Debtors;
           and

       (3) reduce foreign taxes paid by $1,000,000 per annum and
           foreign dividend withholding taxes by at least
           $2,600,000.

Currently, most of the Foreign Subsidiaries' financing
requirements are met by intercompany loans, either between
Foreign Subsidiaries, or between Foreign Subsidiaries and either
Grace-Conn. or Grace International Holdings, Inc., Grace-Conn.'s
U.S. finance subsidiary and one of the Debtors.  The Foreign
Subsidiaries also carry certain intercompany payable accounts
with each other and with Grace U.S., which are attributable to
their purchase of goods and services and the use of intangible
property.

Grace-Conn. has recently completed a review of the Foreign
Subsidiaries' local earnings and cash flow forecasts and has
concluded that $102,000,000 of the Foreign Liabilities is not
likely to be repaid in the near future.  Certain of these Subject
Liabilities were established when the Foreign Subsidiaries
maintained a larger operating base.  Therefore, with the current
operating base, it would take many years to service the Subject
Liabilities.

The obligors of the Subject Liabilities are Foreign Subsidiaries
located in France, Indonesia, the Philippines, Taiwan, Argentina,
Brazil and Chile.  The Restructuring Subsidiaries owe $50,000,000
to Grace U.S., while the remaining $52,000,000 is owed primarily
to Foreign Subsidiaries located in Belgium, the United Kingdom,
Spain, Italy, Japan, Singapore and Venezuela.

The Debtors concluded that the Subject Liabilities should be
converted to equity capital rather than maintained as long-term
debt to:

       (i) provide the Restructuring Subsidiaries with more
           efficient capital structures given their estimated
           earning capacity;

      (ii) reduce foreign taxes; and

     (iii) minimize foreign exchange risks.

As part of the restructuring, certain of the Foreign Subsidiaries
will either purchase newly issued shares of the Restructuring
Subsidiaries, or convert existing debt to shares of the
Restructuring Subsidiaries.  The Restructuring Subsidiaries will
use the proceeds of the cash purchases to repay $84,000,000 of
the Subject Liabilities, of which $32,000,000 will be repaid to
Grace U.S.

The use of Foreign Subsidiaries to provide increased equity
capitalization of the Restructuring Subsidiaries will result in
the creation of regional holding companies.  However, Grace-Conn.
will continue to be the indirect parent of the Restructuring
Subsidiaries through its ownership of the regional holding
companies.

The Foreign Subsidiaries that will make the equity investments
and, thereby, become regional holding companies are Grace
Construction Products Limited in the U.K. for Europe, Grace
Canada, Inc., for Latin America, and W. R. Grace (Singapore) Pte.
Ltd. for Asia Pacific.  The Holding Companies were selected on
the basis of their cash reserves, business alignment with the
Restructuring Subsidiaries, and the favorable legal and tax
regimes in their countries.

To implement the Foreign Restructuring, each Holding Company will
either purchase equity of the Restructuring Subsidiaries in its
region or convert currently existing debt into equity.  The
specific form of the capitalization in each country will be based
on local legal and tax requirements.

As part of the Foreign Restructuring, Grace U.S. will:

       (a) convert $13,700,000 of the liabilities of Grace Brasil
           Ltda. and $4,300,000 of the liabilities of Grace
           Quimica Compania Limitada to equity capital; and

       (b) contribute its 100% stock ownership interest in each
           of W. R. Grace Italiana S.p.A. in Italy and Grace
           N.V. in Belgium to Grace Construction UK.

Grace U.S. will capitalize Grace Brazil's and Grace Chile's
liabilities so that the equity interests received by Grace Canada
for its contribution better reflect the value of the companies,
as there are withholding tax risks to Grace U.S. that could
result if Grace Canada's contribution were deemed greater than
the values of the companies.  Additionally, the contribution of
Grace Italy and Grace Belgium stock to Grace Construction U.K.
will eliminate withholding taxes on dividend distributions,
yielding $1,500,000 in projected withholding tax savings on
currently distributable cash.

The Debtors do not expect that the implementation of the Foreign
Restructuring, including the establishment of the Holding
Companies, will have an adverse effect on the business, financial
condition, or results of operations of Grace-Conn. or of any of
the other Debtors.

The corporate structure of the European entities after the
restructuring:

                      _____________________
                     |                     |
                     |  W. R. Grace & Co.  |
                     |_____________________|
                                |
                      __________|__________
                     |                     |
                     |     Grace-Conn.     |
                     |_____________________|
                                |
                      __________|__________
                     |                     |
                     |     Grace U.K.      |
                     |_____________________|
                                |
  ______________    ____________|____________    _______________
|              |  |                         |  |               |
| Grace France |--| Grace Construction U.K. |--| Grace Belgium |
|______________|  |_________________________|  |_______________|
                                |
                      __________|__________
                     |                     |
                     |     Grace Italy     |
                     |_____________________|

Grace's Asia Pacific entities will be structured as:

                      _____________________
                     |                     |
                     |  W. R. Grace & Co.  |
                     |_____________________|
                                |
                      __________|__________
                     |                     |
                     |     Grace-Conn.     |
                     |_____________________|
                                |
                      __________|__________
                     |                     |
                     |     Grace H.K.      |
                     |_____________________|
                                |
   _________________    ________|________    ______________
  |                 |  |                 |  |              |
  | Grace Indonesia |--| Grace Singapore |--| Grace Taiwan |
  |_________________|  |_________________|  |______________|
                                |
                      __________|__________
                     |                     |
                     |  Grace Philippines  |
                     |_____________________|


Grace's Americas entities will be structured as:

                   _____________________
                  |                     |
                  |  W. R. Grace & Co.  |
                  |_____________________|
                             |
                   __________|__________    ____________________
                  |                     |  |                    |
                  |     Grace-Conn.     |--| German Holding Co. |
                  |_____________________|  |____________________|
                             |                        |
                   __________|__________              |
                  |                     |             |
                  |     Grace Canada    |             |
                  |_____________________|             |
                             |                        |
        _____________________|________________________|
       |                     |                        |
______|______       ________|________         _______|______
|             |     |                 |       |              |
| Grace Chili |     | Grace Argentina |       | Grace Brazil |
|_____________|     |_________________|       |______________|

(W.R. Grace Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


XO COMMUNICATIONS: Concludes $200 Million Rights Offering
---------------------------------------------------------
XO Communications, Inc. (OTCBB:XOCM.OB) has concluded its $200
million rights offering of 40 million shares of common stock at
$5.00 per share. Preliminary figures show that approximately 39.7
million shares were purchased in the offering, yielding gross
proceeds to XO of approximately $198.6 million. As stated in the
offering materials, all of the proceeds will be used to reduce
XO's outstanding debt. As soon as the figures and certain
regulatory matters have been finalized, XO will distribute the
shares purchased by those exercising rights.

Carl Grivner, XO's Chief Executive Officer, stated, "XO is
extremely pleased at the results of the rights offering." Mr.
Grivner noted that the Company had been given a large vote of
confidence by its largest stockholder, Carl Icahn, whose companies
purchased over 7 million shares for over $35 million. Mr. Grivner
went on to say, "I remain confident that XO Communications will
yield significant value and provide quality services for
businesses. Our unrivaled network assets and strong balance sheet
help to demonstrate XO's commitment to meeting the communications
needs of businesses in both the near and long term. The investor
confidence evidenced by the rights offering provides additional
motivation to aggressively implement our business plan on all
fronts." Mr. Icahn's entities will own in excess of 62% of XO's
outstanding common stock after distribution of the rights shares.

The rights offering was mandated in the Company's Chapter 11 plan
of reorganization pursuant to which it emerged from bankruptcy
approximately one year ago.

XO Communications is a leading broadband telecommunications
services provider offering a complete portfolio of
telecommunications services, including: local and long distance
voice, Internet access, Virtual Private Networking (VPN),
Ethernet, Wavelength, Web Hosting and Integrated voice and data
services.

XO Communications has assembled an unrivaled set of facilities-
based broadband networks and Tier One Internet peering
relationships in the United States. XO Communications currently
offers facilities-based broadband telecommunications services
within and between more than 60 markets throughout the United
States.

                          *********

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

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

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

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

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

                          *********

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

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

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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