TCR_Public/040112.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 12, 2004, Vol. 8, No. 7

                          Headlines

AFC ENTERPRISES: Will Present at SG Cowen Conference Wednesday
AFTON FOOD: Restructures $8.4M Unsecured Debt & Lease Obligations
AKAMAI TECHNOLOGIES: Buys-Back $99MM of 5-1/2% Convertible Notes
AK STEEL: Will Publish Q4 and FY 2003 Results on January 30
AMEDISYS INC: $22.8 Million Financing Proceeds Used to Pay Debts

AMERADA HESS: Will Hold Q4 2003 Conference Call on January 28
AMERICAN RECREATIONAL: Changes Company Name to Bidville, Inc.
ANC RENTAL: Court Okays Stevens & Lee's Retention as Counsel
APARTMENT INVESTMENT: Taps Thomas Herzog as Chief Acctg. Officer
ARMSTRONG HOLDINGS: Shareholders Approve Proposed Dissolution

ASHLEY PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
ATA AIRLINES: William O'Donnell Promoted to SVP of Holding Co.
ATLANTIC EXPRESS: Emerges from Chapter 11 Reorganization Process
AURORA FOODS: Wants Until April 6, 2004, to File Schedules
AVISTA CORP: Will Host Fourth-Quarter Conference Call on Jan. 28

AVISTA CORP: Unit Plans for Improving Transmission Reliability
BETHLEHEM STEEL: Asks for Clearance of Allegheny Settlement Pact
BUDGET GROUP: Sets-Up Voting, Solicitation & Tabulation Protocol
BUILDERS PLUMBING: UST Appoints Official Creditors' Committee
CARMODY CONCRETE: Voluntary Chapter 11 Case Summary

CENTRA INDUSTRIES: Voluntary Chapter 11 Case Summary
CHESAPEAKE ENERGY: Caps Price of 20-Million Share Offering
COVAD COMMS: Inks Strategic Relationship Pact with Broadwing
CSK AUTO: Planned Refinancing Prompts S&P's Various Rating Actions
DII INDUSTRIES: Court Extends Schedule-Filing Time Until Feb. 29

DIRECT INSITE: James Cannavino to Continue as CEO Until 2007
DIRECTV LATIN AMERICA: Proposes Solicitation & Tabulation Protocol
DOLLAR GENERAL: SEC Considering Filing Civil Injunctive Action
D.R. HORTON: Fitch Assigns BB+ Rating to $200 Million Debt Issue
DUCANE GAS: First Creditors' Meeting Scheduled on January 16

DYNAMIC INT'L: Accumulated Losses Raise Going Concern Uncertainty
ENRON: Creditors Panel Sues to Recover $1.5MM from Carl Fastow
FLEMING COS: Core-Mark Brings-In Aon Consulting as Actuary
GLOBAL CROSSING: Inks Network and Access Services Pact with XO
HANOVER COMPRESSOR: Melvyn N. Klein Resigns from Company's Board

IDC CORPORATION: Case Summary & 20 Largest Unsecured Creditors
IGAMES ENTERTAINMENT: Closes Purchase of Available Money for $6M
IMCO RECYCLING: Pays Redemption Liability for German Subsidiary
INTERMET CORP: Completes Credit Facility Refinancing Transaction
INTERPOOL INC: S&P Drops Corporate Credit Rating a Notch to BB

ITS NETWORKS: Hendrick van Elst Discloses 60% Majority Stake
KB HOME: Appoints Kelly Masuda to Oversee Investor Relations
KMART CORP: Wants Go-Signal to Assume & Assign Sublease to ConCar
LEGACY HOTELS: Will Release Fourth Quarter Earnings on Jan. 27
LTV CORP: Court Grants Nod for Intercompany Claims Settlement

MERITAGE CORP: Look for Full-Year 2003 Results on January 28
MIRANT CORP: Obtains Final Nod to Retain McKinsey as Consultant
MOHEGAN TRIBAL: 1st-Quarter 2004 Conference Call Set for Jan. 30
MORENO VALLEY: Case Summary & 8 Largest Unsecured Creditors
NATIONAL CENTURY: Files Third Amended Plan & Disclosure Statement

NORTH AMERICAN LIABILITY: Closes Triangular Merger Transaction
NORTHSIDE BISHOP: Case Summary & 3 Largest Unsecured Creditors
N-VIRO INT'L: Sept. Working Capital Deficit Balloons to $1.4Mil.
PACIFIC ENERGY: Will Publish Fourth Quarter Results on Jan. 27
PACIFIC GAS: Court Clears Stipulation to Pursue Condemnation Suits

PARK PHARMACY: Seeks Nod for Asset Sale to Ascendant Solutions
PARMALAT GROUP: Pursuing Initiatives to Secure EUR$100M Financing
PETCO: Says Funds Still Sufficient to Maintain Short-Term Ops.
PHOTON CONTROL: Inks New Arrangement with Canadian Petroleum Co.
PLAYTEX PRODUCTS: Douglas D. Wheat Elected as Board's Chairman

QUADRAMED CORP: Says Fourth Quarter Sales Continue Upward Trend
RANGE RESOURCES: Raises Capital Budget for 2004 by 21% to $126MM
RAYOVAC CORP: Raises Earnings Projections for First-Quarter 2004
REDDY ICE: Completes Exchange Offer for 8-7/8% Senior Sub. Notes
SHROID CONSTRUCT: Case Summary & 21 Largest Unsecured Creditors

SIERRA PACIFIC: CPUC Approves 8.8% Electric Rates Increase
SIRIUS SATELLITE: Will Publish Q4 and FY 2003 Results on Jan. 28
SK GLOBAL AMERICA: Gets Until March 22, 2004 to Decide on Leases
SLATER STEEL: Seeks CCAA Stay Extension for Sorel-Tracy Plant
SLATER STEEL: Union Launches Call for Negotiations with Company

SOLUTIA INC: Obtains Extension to March 2 to File Schedules
SOLUTIA INC: Final DIP Financing Hearing Scheduled for Friday
SPIEGEL GROUP: Reports 33% Drop in Net Sales for December 2003
SYNQUEST: Board Okays Merger Between Viewlocity & Viesta Cos.
TENFOLD CORP: Ends 2003 with $12 Million in Cash Balances

TENNECO AUTOMOTIVE: Will Publish Q4 & FY 2003 Results on Jan. 27
TIMES SQUARE HOTEL: S&P Puts BB+ Certs. Rating on Watch Negative
TOYS "R" US: S&P Cuts L-T Corp. Rating to Speculative Grade Level
UNITED HOUSING: Case Summary & 7 Largest Unsecured Creditors
UNIVERSAL COMMS: Clarifies Status of Electric & Gas-Filed Suit

UNIVERSAL GUARDIAN: Losses & Default Spur Going Concern Doubts
US AIRWAYS: Union Balks at Further Cost Reduction Initiatives
US AIRWAYS: Flight Attendants Sue Carrier to Preclude Furloughs
VALEO INVESTMENT: S&P Places Class A-2 Rating on Watch Negative
VL DISSOLUTION: Performance Capital Discloses 10.07% Equity Stake

WAVING LEAVES: Section 341(a) Meeting to Convene on January 29
WEYERHAEUSER CO.: Board Declares Exchangeable Stock Dividend
WOODWORKERS WAREHOUSE: Inks New Agency Agreement with Garcel, Inc.
WORLDCOM INC: Intends to Cut Size of DIP Facility to $300 Mill.
WORLDCOM INC: Parker Prods Shareholders to Mull Legal Options

WORLDCOM: Whistleblower Decries Govt.'s Reversal on Contracting
WORLDGATE COMMS: Inks Amendments to Private Placement Pacts
W.R. GRACE: Asks Court Okay to Settle Massachusetts Refund Dispute

* BOND PRICING: For the week of January 12 - 16, 2004

                          *********

AFC ENTERPRISES: Will Present at SG Cowen Conference Wednesday
--------------------------------------------------------------
AFC Enterprises, Inc. (Ticker: AFCE), the franchisor and operator
of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced that
Frank Belatti, AFC's chairman and chief executive officer, and
Fred Beilstein, AFC's chief financial officer, will address
participants at the SG Cowen 2nd Annual Consumer Conference on
Wednesday, January 14, 2003, at 8:00 A.M. EST.

The AFC team will focus on the topic of driving value.

All interested parties are invited to listen to the live
presentation, beginning at 8:00 A.M. EST on the Company's website
at http://www.afce.com/

A replay of the web cast will be available on the site beginning
at approximately one hour following the live discussion and will
be available for 90 days following the conclusion of the
conference.

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

                          *    *    *

               Credit Facility and Current Ratings

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


AFTON FOOD: Restructures $8.4M Unsecured Debt & Lease Obligations
-----------------------------------------------------------------    
Afton Food Group Ltd. (TSXV: AFF) substantially completed the
restructuring of approximately $8.4 million of unsecured
liabilities and lease obligations.

The effect of this restructuring is to significantly improve
Afton's balance sheet, reducing short-term liabilities, and
increasing shareholders' equity.

    The specific impact of the restructuring is as follows:

        -  Write-off (forgiveness) of approximately $3.0 million
           in obligations
        -  Conversion of approximately $1.4 million of obligations
           to common equity by issue of common shares
        -  The balance of $4 million to be paid as follows:
           approximately $1.8 million in 2004, $1.7 million in
           2005 and the remaining $500 thousand will be paid in
           2006 through 2008.

To date the company has executed agreements with creditors having
balances of $7.4 million. The effect is as follows:

        -  Write-off (forgiveness) of $2.8 million in obligations
        -  Conversion of approximately $987 thousand of
           obligations to common equity by issue of common shares
        -  The balance of $3.6 million to be paid as follows:
           approximately $1.6 million in 2004, $1.513 million in
           2005 and the remaining $500 thousand will be paid in
           2006 through 2008.

The TSX Venture Exchange has given approval to the share issuances
contemplated above, approving the issue of 2,244,074 shares in
settlement of $897 thousand of obligations, (at $0.40 per share);
and 80,000 shares in settlement of $24 thousand in obligations,
(at $0.30 per share).

The TSXV has also approved the issue of 300,000 common shares at
$0.219 per share, in settlement of costs associated with the
restructuring advisor. All of the shares issued will be subject to
a 4 month hold as required under securities legislation.

The remaining creditor agreements have been negotiated and are
expected to be executed within the next two weeks at which time
the company will be issuing additional shares.

Combined with the earlier announced restructuring of all of  the
Company's senior and subordinated debt, and Afton's return to
profitability as evidenced by its third quarter earnings of 6
cents per share, completing this phase of Afton's restructuring
provides the Company with a significantly improved financial
position. This strengthened position provides a platform for the
continued implementation of the company's 20-point plan, which
emphasizes revenue growth, brand development, new store sales and
improvements in same store sales.

At September 30, 2003, the Company's current debts exceeded its
current assets by about CDN$1 million.

Afton owns, operates, develops and franchises QSR Brands and is a
leading franchise operator in Canada's Quick Service Restaurant
Industry. Afton's principal brands include 241 Pizza(R) and
Robin's Donuts(R).


AKAMAI TECHNOLOGIES: Buys-Back $99MM of 5-1/2% Convertible Notes
----------------------------------------------------------------
Akamai Technologies, Inc. (NASDAQ: AKAM) has repurchased, in
several individually negotiated transactions, an aggregate of $99
million in principal amount of its 5-1/2% Convertible Subordinated
Notes due 2007. Following these repurchases, an aggregate of $201
million in principal amount of the 5-1/2% Convertible Subordinated
Notes due 2007 remains outstanding.

The Company paid a total of $98.9 million in cash to certain
institutional investors to repurchase and retire the Notes. As a
result of the repurchases, the Company expects to realize interest
savings of $5.45 million annually through June 2007.

Akamai(R) - The Business Internet, is the world's largest on
demand distributed computing platform for conducting profitable e-
business. Overcoming the inherent limitations of the Internet,
Akamai's services ensure a high-performing, scalable, and secure
environment for organizations to cost effectively extend and
control their e-business infrastructure. Headquartered in
Cambridge, Massachusetts, Akamai's industry-leading services,
matched with world-class customer care, are used by hundreds of
today's most successful enterprises and government agencies around
the globe. For more information, visit http://www.akamai.com/

Akamai Technologies' September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $182 million.


AK STEEL: Will Publish Q4 and FY 2003 Results on January 30
-----------------------------------------------------------
AK Steel (NYSE: AKS) plans to release fourth quarter and full-year
2003 earnings results at approximately 8:00 a.m. Eastern Time on
Friday, January 30, 2004.

In conjunction with its earnings release, AK Steel will provide
live listening access on the Internet to its analyst conference
call to be held at 11:00 a.m. Eastern Time on January 30, 2004.

Access to the Webcast will be available from the home page of the
company's Website at http://www.aksteel.com/ The Webcast will be  
archived on the company's Web site following the call until
February 6, 2004 and will be accessible from the home page.

AK Steel (S&P, B+ Corporate Credit Rating, Negative Outlook)
produces flat-rolled carbon, stainless and electrical steel
products for automotive, appliance, construction and manufacturing
markets, as well as tubular steel products. The company has about
10,000 employees in plants and offices in Middletown, Coshocton,
Mansfield, Walbridge and Zanesville, Ohio; Ashland, Kentucky;
Rockport and Columbus, Indiana; and Butler, Pennsylvania. In
addition, the company produces snow and ice control products and
operates an industrial park on the Houston, Texas ship channel.


AMEDISYS INC: $22.8 Million Financing Proceeds Used to Pay Debts
----------------------------------------------------------------
On November 25, 2003, Amedisys, Inc., completed a $22,800,000
private placement financing. The Company sold 1.9 million shares
of its common stock at a negotiated price of $12.00 per share.    

The Company engaged Jefferies & Company, Inc. and Raymond James &
Associates as placement agents for the transaction pursuant to
which the placement agents received approximately 6% of the gross
proceeds in cash and warrants to purchase up to 95,000 shares of
common stock exercisable at $14.40 per share.  

Approximately $4.3 million of the net proceeds of the offering
(approximately $21.5 million) were used to prepay Medicare debt
and the remainder was used to eliminate the Company's working
capital deficit.  

The company's working capital deficit at September 30, 2003, tops
$6.5 million.


AMERADA HESS: Will Hold Q4 2003 Conference Call on January 28
-------------------------------------------------------------
Amerada Hess Corporation (NYSE: AHC) will hold a conference call
on Wednesday, January 28 at 12:00 p.m. Eastern Standard Time to
discuss its fourth quarter 2003 earnings release.  To phone into
the conference call, parties in the United States should dial 1-
800-361-0912 any time after 11:45 a.m. Eastern Standard Time.  
Outside the United States, parties should dial 1-913-981-5559.

This conference call will also be available by webcast at
http://www.hess.com/(audio only).  Forward looking and material  
information may be discussed during the conference call.

A replay of the conference call will be available from January 28,
2004 through February 4, 2004 by dialing 1-888-203-1112 and
entering the pass code 598650.  Outside the United States, parties
should dial 1-719-457-0820 and enter the pass code 598650.

Amerada Hess (S&P, BB+ Mandatory Convertible Preferred Shares
Rating, Negative Outlook), headquartered in New York, is a global
integrated energy company engaged in the exploration for and the
production, purchase, transportation and sale of crude oil and
natural gas, as well as the production and sale of refined
petroleum products.


AMERICAN RECREATIONAL: Changes Company Name to Bidville, Inc.
-------------------------------------------------------------
On December 10, 2003, American Recreational Enterprises, Inc., a
Nevada corporation,  NoBidding, Inc., a New Jersey corporation,
and the individual holders of the outstanding capital stock of Bid
consummated a reverse acquisition pursuant to a certain Share
Exchange Agreement.  Pursuant to the Agreement,  Bid and the
Holders tendered to the Company all issued and outstanding shares
of common stock of Bid in exchange for 20,000,000 shares of common
stock of the Company. The Reorganization is being accounted for as
a reverse acquisition.

The Board of Directors of the Company appointed Gerald C. Parker,
Michael Palandro, Robert W. Pearce, C. John Dewey and Edward
Orlando to serve as members of the Board  until the next meeting
of the shareholders in which directors were elected. Subsequently,
Jorge Elias tendered his resignation in accordance with the terms
of the Agreement and Gerald C. Parker was elected Chairman of the
Board.

The Company amended its Articles of Incorporation to change the
name of the Company  from American Recreational Enterprises, Inc.
to Bidville, Inc. on December 10, 2003. Total issued and
outstanding stock after effecting the Share Exchange Agreement is
25,360,007.

                Liquidity & Going Concern Doubt

In its latest Form 10QSB filing dated October 15, 2003, the
company reported a $29,400 working capital deficit.  

"It is the intent of management and significant stockholders to  
provide sufficient working capital necessary to support and
preserve the integrity of the corporate entity," American
Recreational said at that time.  "However, there is no legal
obligation for either management or significant stockholders to
provide additional future funding.  Should this pledge fail to
provide financing, the Company has not identified any alternative  
sources.  Consequently,  there is substantial doubt about the
Company's ability to continue as a going concern."

"The Company's need for capital may change dramatically as a
result of the implementation of it's current business plan," the
Company noted in the October 15 filing with the United States
Securities and Exchange Commission.


ANC RENTAL: Court Okays Stevens & Lee's Retention as Counsel
------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained the Court's authority, pursuant to Sections 327 and 328
of the Bankruptcy Code and Rule 2014 of the Federal Rules of
Bankruptcy Procedure, to employ Stevens & Lee as counsel, nunc pro
tunc to October 13, 2003. Stevens & Lee will assist Gazes &
Associates LLP in prosecuting avoidance actions on behalf of the
Debtors and their post confirmation estates.

Stevens & Lee will:

   (1) act as local counsel and will be available to assist
       Gazes in drafting, reviewing and filing documents with
       the Court, attend hearings and otherwise take any and all
       actions that are appropriate to protect the Debtors'
       interests; and

   (2) take a larger role in the avoidance litigation if need be
       and to the extent that Gazes has conflicts.

Stevens & Lee will charge its standard rates for the professional
services rendered to the Debtors:

       Legal assistants and paralegals      $110 - 165
       Associates                            165 - 350       
       Shareholders                          305 - 450

In the event that Stevens & Lee attorneys perform tasks that are
more appropriate for paralegals, the firm will bill the
attorney's time at the senior paralegal rate.  Stevens & Lee
rates are subject to periodic increases generally no more than
once at the beginning of each calendar year.  In addition,
Stevens & Lee will request reimbursement of its reasonable,
actual out-of-pocket expenses incurred. (ANC Rental Bankruptcy
News, Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


APARTMENT INVESTMENT: Taps Thomas Herzog as Chief Acctg. Officer
----------------------------------------------------------------
Apartment Investment and Management Company (NYSE: AIV) announced
that Thomas Herzog will join the company as Senior Vice President
and Chief Accounting Officer, starting January 19, 2004.  

Mr. Herzog will assume oversight of Aimco's accounting group and
report to Paul McAuliffe, Aimco's chief financial officer.

Mr. Herzog brings 14 years of accounting and real estate
experience to his responsibilities at Aimco.  Mr. Herzog most
recently served as Global Controller and Chief Accounting Officer
at GE Real Estate, which currently has approximately $28 billion
in assets.  Prior to GE Real Estate, Mr. Herzog worked at Deloitte
and Touche for ten years in audit and technical accounting.

"Tom Herzog will be a great addition to Aimco," said Paul
McAuliffe. "Tom's experience in accounting and real estate, and
Tom's responsibilities in running accounting at GE Real Estate,
will be of great value to Aimco.  Tom has the technical skills and
leadership ability to provide Aimco with excellence in financial
reporting and control processes."

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


ARMSTRONG HOLDINGS: Shareholders Approve Proposed Dissolution
-------------------------------------------------------------
Armstrong Holdings Inc. (OTC Bulletin Board: ACKHQ), the holding
company of Armstrong World Industries, Inc., announced that at a
recent special meeting of its shareholders, approval was received
for its conditional dissolution.

The dissolution is subject to Armstrong World Industries'
reorganization under Chapter 11 being confirmed and consummated.
Information regarding the proposed dissolution of Armstrong
Holdings, Inc. is contained in proxy materials previously sent to
shareholders and on the Internet at http://www.armstrong.com/

Armstrong Holdings, Inc. is the parent company of Armstrong World
Industries, Inc., a global leader in the design and manufacture of
floors, ceilings and cabinets. In 2002, Armstrong's net sales
totaled more than $3 billion. Based in Lancaster, PA, Armstrong
operates 58 plants in 14 countries and approximately 15,700
employees worldwide. More information about Armstrong is available
on the Internet at http://www.armstrong.com/


ASHLEY PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ashley Properties, LLC
        990 Route 73 North
        Marlton, New Jersey 08053-0000

Bankruptcy Case No.: 04-10494

Type of Business: Real estate and property management services.

Chapter 11 Petition Date: January 7, 2004

Court: District of New Jersey (Newark)

Judge: Judith H. Wizmur

Debtor's Counsel: William B. Callahan, Esq.
                  Flamm, Boroff & Bacine, P.C.
                  925 Harvest Drive, Suite 220
                  Blue Bell, Pennsylvania 19422
                  Tel: 215-239-6000

Total Assets: $1,250,420

Total Debts:  $833,000

Debtor's 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Evesham Township                                        $9,000

Donna Addleberger, PC       Trade Debt                  $3,000


ATA AIRLINES: William O'Donnell Promoted to SVP of Holding Co.
--------------------------------------------------------------
ATA Holdings Corp., parent company of ATA Airlines, Inc. (Nasdaq:
ATAH), announced that William F. O'Donnell has been promoted to
the position of Senior Vice President of Human Resources.  

In this role, O'Donnell will continue to oversee all human
resources and organizational development activities for the
nation's 10th largest airline, as well as serving on the company's
Executive Committee -- its core management team.

"Bill's expertise and leadership have been crucial to the growth
and recovery of this airline," said George Mikelsons, ATA Chairman
and Chief Executive Officer.  "His tremendous background and
extensive knowledge of organizational dynamics have made him an
invaluable asset to our management team.  He has been a key player
in all of ATA's decisions."

Since arriving at ATA, O'Donnell has been instrumental in
establishing and implementing several cost-effective and efficient
processes and procedures. He oversaw the restructuring of the
company's benefits programs, introduced procedures for new hire-
recruiting assessments, established organizational development
functions to oversee training and performance management, and
helped the company to incorporate an employee "self-service"
philosophy, which made it possible for employees to be more self-
sufficient by utilizing the employee web site for benefits
enrollment, information changes, etc.

O'Donnell has over 25 years of experience in progressive human
resources administration and consulting, 18 of which were with
William M. Mercer, Inc., an international human resource
consulting firm.  While with Mercer, he spent 10 years as head of
Mercer's Indianapolis office and headed their Minneapolis office
before joining ATA in August of 2001.

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/


ATLANTIC EXPRESS: Emerges from Chapter 11 Reorganization Process
----------------------------------------------------------------
Atlantic Express Transportation Group Inc., and its subsidiaries
announced their emergence from Chapter 11 reorganization
proceedings and the raising of $145 million in new financing.

The Company's Plan of Reorganization was confirmed by the U. S.
Bankruptcy Court for the Southern District of New York by order
dated September 4, 2003.

In connection with the emergence from reorganization, Atlantic
Express entered into a new $100 million revolving credit facility
with Congress Financial Corporation, as Agent, and a $45 million
financing with Banc of America Securities LLC. Rothschild, Inc.
was the Company's financial adviser throughout the bankruptcy
process including arranging the exit financing.

"This is a very important milestone for our company, and one that
also defines our future direction," said Domenic Gatto, the
founder and Chief Executive Officer of Atlantic Express. "We now
have the resources to execute our business strategy, and I am
confident that we will meet our new goals. I would like to thank
the more than 10,000 Atlantic Express employees, our valued
customers and creditors for their support during this challenging
period."

Atlantic Express is the fourth largest provider of school
transportation in the United States and is the LARGEST AMERICAN-
OWNED, AMERICAN-BASED SCHOOL BUS COMPANY. Atlantic Express
operates approximately 6,500 vehicles from coast to coast with
revenues of approximately $400 million. Atlantic is also one of
the nation's largest providers of paratransit service and provides
coach and charter and commuter transportation.


AURORA FOODS: Wants Until April 6, 2004, to File Schedules
----------------------------------------------------------
Schedules of assets and liabilities and statements of financial
affairs required pursuant to 11 U.S.C. Sec. 521(1) permit parties-
in-interest to understand and assess a debtor's assets and
liabilities and thereafter confirm a reorganization plan.

To prepare the Schedules and Statements, the Aurora Foods, Inc.
Debtors must gather information from books, records, and documents
relating to thousands of transactions.  However, Eric M. Davis,
Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in Wilmington,
Delaware, points out that the Debtors' businesses are complex.  
There are over a thousand known and potential creditors as well
as other parties-in-interest likely to be included in the
Debtors' Schedules and Statements.   

Consequently, the collection of the information necessary to
complete the Schedules and Statements would require an
expenditure of substantial time and effort on the part of the
Debtors, their employees, and professionals.  Given the size and
complexity of their businesses, the Debtors have not had the
opportunity to gather all of the information necessary to prepare
and file all of their Schedules and Statements.

Accordingly, the Debtors ask the Court to extend the deadline to
file their schedules of assets and liabilities and statements of
financial affairs to April 6, 2004, without prejudice to their
right to seek additional extensions.  Upon confirmation of their
Joint Reorganization Plan, however, the Debtors seek the Court's
permission to permanently waive the requirements to file the
Schedules and Statements.

Section 521(1) of the Bankruptcy Code permits the Court to waive
the requirement for the filing of schedules of assets and
liabilities and statements of financial affairs.  

Because the Debtors' Plan is the result of discussions with a
number of parties, and the Disclosure Statement will be provided
to all known creditors in the only impaired class, Mr. Davis
contends that the purpose for filing the Schedules and Statements
set forth in Rule 1007 of the Federal Rules of Bankruptcy
Procedure, has been fulfilled.  A significant amount of the
information called for in the various schedules and statements
have already been disclosed in the Disclosure Statement filed
with the Court.

The filing of all Schedules and Statements could be duplicative
in these cases and would burden the Debtors' estate for no useful
purpose.  Mr. Davis explains that Official Form No. 6 lists ten
Schedules from A through J, which a debtor ordinarily is required
to file in a traditional Chapter 11 case:

   -- Schedules A and B require a debtor to list its assets
      separated into the categories of "Real Property" and
      "Personal Property."  To the extent that the Debtors have
      assets that fall into these categories, the information is
      described in the Disclosure Statement and Plan, both of
      which will be distributed to all creditors known by the
      Debtors to hold claims in classes that are impaired under
      the Plan and entitled to vote.

   -- Schedules D, E, and F require a debtor to list its
      liabilities separated into the categories of "Creditors  
      Holding Secured Claims," "Creditors Holding Unsecured
      Priority Claims," and "Creditors Holding Unsecured
      Non-priority Claims."  The purpose of these schedules is to
      provide notice to the world at large of all liabilities
      recognized by a debtor, so that persons who assert a claim
      against the debtor have an opportunity to compare their
      claim to the debtor's schedules of liabilities and to file
      a proof of claim with respect to any difference that might
      exist.  The information required by Schedule D has been
      filed and is contained in the Creditor List.

      In addition, the Debtors seek to pay all priority claims
      normally listed on Schedule E.  The Plan contemplates that
      all general unsecured claims, which would normally be
      listed on Schedule F, will be paid in full.  Accordingly,
      the purpose for including scheduled information at this
      early stage in the case may not exist if claim payment
      requests are allowed and the Plan, as proposed, is
      confirmed.  The Claims Payment Request refers to the
      Debtors' request for authority to pay certain prepetition
      wages, sales and use taxes, obligations to customers under
      customer programs, and the general unsecured claims filed
      on the Petition Date.

   -- Schedule G, which requires a debtor to list all "Executory
      Contracts and Unexpired Leases," is not necessary in
      Aurora's case.  The Plan, as proposed, provides that all
      executory contracts and unexpired leases will be deemed
      assumed, except for:

      (a) the Office Lease Agreement, dated June 7, 2001 between
          Aurora and Duke-Weeks Realty Limited Partnership, for
          property located at 11432 Lackland Road, Suites 200 and   
          300, Maryland Heights, Missouri 63146, as amended
          April 24, 2002; and

      (b) Office Lease Agreement dated June 7, 2001 between the
          Aurora and Duke-Weeks Reality Limited Partnership,
          located at 2067 Westport Center Drive, St. Louis,   
          Missouri 63146.

      Thus, absolutely no prejudice is created with respect to
      parties to executory contracts or unexpired leases by
      waiving the requirement to file Schedule G.  

   -- Schedule H requires a debtor to list co-debtors.  Again,
      Mr. Davis asserts that all of the information relevant to
      this schedule has been disclosed in the Disclosure
      Statement.  Hence, filing Schedule H would be merely
      Duplicative and is not necessary.

   -- Schedules C, I and J require a debtor to list:

      (a) Property Claimed as Exempt;
      (b) Current Income; and
      (c) Current Expenditures.

      However, the Official forms of Schedules C, I and J do not
      apply to corporate debtors.

Bankruptcy Rule 1007(a)(3) requires a debtor to file a list of
its equity security holders.  Under Local Bankruptcy Rule
1007-1(a), the Debtors have filed or will file shortly a list of
all known holders of record of equity security holders.  Thus,
notice of the Petition Date, the Section 341(a) meeting of
creditors, which is set for January 16, 2004 at 10:00 A.M., and
the hearing on approval of the Debtors' Disclosure Statement and
confirmation of the Plan will be aptly provided.  (Aurora Foods
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
215/945-7000)   

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.  
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Sally McDonald Henry, Esq., and
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP provide Aurora with legal counsel, and David Y. Ying at Miller
Buckfire Lewis Ying & Co., LLP provides financial advisory
services.  


AVISTA CORP: Will Host Fourth-Quarter Conference Call on Jan. 28
----------------------------------------------------------------
Avista Corp. (NYSE:AVA) will hold its quarterly conference call to
discuss fourth quarter 2003 results on Wednesday, January 28,
2004, at 10:30 a.m. Eastern Time (7:30 a.m. Pacific Time). A news
release with fourth quarter earnings information will be issued at
7 a.m. Eastern Time (4 a.m. Pacific time).

This call is being webcast by CCBN and can be accessed at Avista's
Web site at http://www.avistacorp.com/or you may listen to the  
call by calling 1.800 901.5231 in the United States, passcode
54367258.

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at
http://www.fulldisclosure.com/or by visiting any of the investor  
sites in CCBN's Individual Investor Network. Institutional
investors can access the call via CCBN's password-protected event
management site, StreetEvents -- http://www.streetevents.com/

Avista Corp. (S&P, BB+ Corporate Credit Rating, Stable) is an
energy company involved in the production, transmission and
distribution of energy as well as other energy-related businesses.
Avista Utilities is a company operating division that provides
electric and natural gas service to customers in four western
states. Avista's non-regulated subsidiaries include Avista
Advantage, Avista Labs and Avista Energy. Avista Corp.'s stock is
traded under the ticker symbol "AVA" and its Internet address is
http://www.avistacorp.com/


AVISTA CORP: Unit Plans for Improving Transmission Reliability
--------------------------------------------------------------
Avista Utilities, an operating division of Avista Corp. (NYSE:
AVA), has completed site-selection plans for its Palouse-area
transmission project, which is part of the company's overall plan
to upgrade transmission lines throughout its service area.

The site selection follows six months of public meetings and input
gathering from citizens, community groups and local officials.

"The Palouse project will greatly improve the reliability of both
the regional and local transmission system and allow us to better
serve all of our customers," said David James, Avista Utilities
project manager.

                      Two-Phase Project

Phase One will upgrade and increase the capacity of the existing
50-year-old, 35-mile transmission line between Avista's Shawnee
and Rosalia substations. In addition, all wood poles will be
replaced with stronger steel poles. Planning is underway now to
ensure there will be no service disruptions and minimal
inconvenience to farm operators and property owners during this
project. Construction of this transmission line is scheduled to
begin in 2005.

Phase Two will build an east-west link between the Shawnee-Rosalia
line and the parallel Benewah-Moscow line. Connecting these two
lines will help ensure electric transmission reliability, and the
additional connection will serve as a backup between the Benewah
and Shawnee substations.

"These types of improvement projects are essential to maintaining
the reliability of the Northwest's power grid," said Brian
Silverstein, manager of transmission network planning for the
Bonneville Power Administration.

                   The Evaluation Process

During the past two months, five alternate routes for the new
transmission corridor for the east-to-west link were carefully
evaluated. The planning and discussions were centered on the five
key criteria Avista applies to transmission line projects. These
criteria are to:

    -- ensure the project benefits both system reliability and
       customer needs;

    -- use existing transmission corridors and line combinations
       whenever practical;

    -- ensure the cost of the project does not outweigh customer
       benefits;

    -- minimize impacts to farming and other landowner property
       uses;

    -- avoid, when possible, routes next to towns, housing,
       schools and airports.

The majority of the five routes evaluated did not meet these five
key criteria. One route was rejected because it would have been
too close to the community of Waverly. Another route was rejected
because it would not have met the reliability standards
established by the North American Electric Reliability Council and
Western Electricity Coordinating Council.

            The New East-West Transmission Corridor

After reviewing all of the options, as well as considering
community input and project criteria, Avista has identified the
area for the proposed east-west corridor. To connect the Shawnee-
Rosalia and the Benewah-Moscow parallel lines, Avista is planning
to:

    -- rebuild the existing transmission line from the Benewah
       Substation west and south along 11 miles of existing 115 kV
       transmission line to the Spokane and Whitman counties'
       border;

    -- build a new transmission line for approximately 14 miles
       along the Spokane/Whitman County boundary to the
       intersection of the Shawnee-Rosalia line.

In the coming weeks, Avista will meet with landowners along this
east-west line corridor, as well as with stakeholder groups in
Spokane and Whitman Counties.

"Reliable electricity is crucial to our region's economic
development, and we support Avista's efforts to improve their
system," said Whitman County Commissioner Greg Partch.

Additional details and updates on the project will be available on
the Avista Web site at  

     http://www.avistautilities.com/transmission/palouse/

Avista Corp. is an energy company involved in the production,
transmission and distribution of energy as well as other energy-
related businesses. Avista Utilities is a company operating
division that provides electric and natural gas service to
customers in four western states. Avista's non-regulated
subsidiaries include Avista Advantage and Avista Energy. Avista
Corp.'s stock is traded under the ticker symbol "AVA" and its
Internet address is http://www.avistacorp.com/


BETHLEHEM STEEL: Asks for Clearance of Allegheny Settlement Pact
----------------------------------------------------------------
Allegheny Ludlum Corporation and the Bethlehem Steel Debtors are
parties to a certain operating agreement dated November 20, 1998,
concerning the ownership and operation of two 8,000 horsepower
electric motors installed at the Debtors' steel processing
facility at Conshohocken, Pennsylvania.

Pursuant to a Bill of Sale dated November 26, 1999 between
Allegheny and the Debtors, Allegheny acquired ownership of a
vacuum oxygen decarburization unit located at the Debtors' steel
processing facility at Coatesville, Pennsylvania, which Allegheny
subsequently abandoned.  

Allegheny filed Claim No. 521200 in the Debtors' bankruptcy
proceedings.

On May 7, 2003, International Steel Group Inc. and certain of its
subsidiaries acquired substantially all of the Debtors' assets,
including the Debtors' Coatesville and Conshohocken facilities.  
Under the ISG Sale, the Debtors sought, among other things, to:

    * assume and assign the Operating Agreement; and

    * sell the VOD free and clear of all liens, claims and  
      encumbrances.

Allegheny objected to the ISG Sale and commenced an adversary
proceeding:

   -- challenging the Debtors' ability to assign the Operating
      Agreement to ISG, and transfer ownership of the VOD to ISG
      free and clear of Allegheny's asserted interests therein;
      and

   -- seeking payment for asserted damages out of the ISG Sale
      proceeds.

The Debtors and ISG jointly answered in opposition to Allegheny's
complaint and filed a counterclaim in the Adversary Proceeding
for payment of $1,517,598 for outstanding amounts due to the
Debtors.  Allegheny contested the counterclaim.

To resolve all outstanding issues concerning Allegheny's Claim,
the Operating Agreement, the Motors, the VOD and the
Counterclaim, the Debtors, ISG, and Allegheny entered into a
settlement agreement.

The terms of the settlement agreement are:

A. ISG will pay Allegheny $370,000 by wire transfer, of
   immediately available funds to an account Allegheny
   designates.

B. ISG Plate Inc. and Allegheny will enter into a services
   agreement, under which ISG Plate will agree to perform
   these services for Allegheny:

   (a) melting of scrap steel, nickel, chromium, molybdenum and
       other components of stainless steel into ingots or the
       continuous casting thereof into slabs at the Coatesville
       Facility;

   (b) the processing of ingots/slabs, including ingots/slabs of
       stainless steel, stainless precipitation hardening grades,
       maraging grades and nickel and nickel-based alloys capable
       of being processed at the Conshohocken Facility and the
       Coatesville Facility; and

   (c) handling, shipping, storage and other operations related
       to these services.

   ISG Plate's obligations with respect to volume and pricing of
   the services it performs pursuant to the Services Agreement
   will be as set forth in the Services Agreement.  The services
   will be provided on no less favorable terms for melting and
   processing such ingots or slabs than are provided by ISG Plate
   to similarly situated, unaffiliated third Parties at the
   Coatesville Facility and the Conshohocken Facility.

C. ISG agrees that, starting on December 31, 2003, for a term of
   15 years thereafter, ISG Plate will provide Allegheny 24
   months' written notice prior to production and sale of
   stainless steel plate at the Coatesville Facility or the
   Conshohocken Facility.  Notwithstanding anything to the
   contrary contained in these provisions or in the Services
   Agreement, the earliest date upon which ISG Plate may give
   Allegheny the notice is January 1, 2005.

   This provision will not apply to production and sale of
   Duracorr.  ISG Plate agrees not to give the written notice in
   the absence of a good faith intent, to enter into the
   production and sale of stainless steel plate at the
   Coatesville Facility or the Conshohocken Facility.  ISG
   acknowledges and agrees that the remedy at law for breach of
   this provision will be inadequate and that, in addition to any
   other remedies Allegheny may have, Allegheny will be entitled
   to injunctive relief in the event of any breach or threatened
   breach.

D. Effective May 7, 2003, Allegheny relinquishes all claims of
   right, title and ownership in the VOD, which will be vested in
   ISG.  ISG agrees to indemnify, defend and hold harmless
   Allegheny and its affiliates with respect to any claims
   arising from operation or use of the VOD for all periods from
   and after May 7, 2003.

E. Effective May 7, 2003, the Operating Agreement will be deemed
   terminated and of no more force and effect.  ISG agrees to
   indemnify, defend and hold harmless Allegheny and its
   affiliates with respect to any claims arising from operation
   or use of the Motors for all periods from and after May 7,
   2003.

F. The settlement agreement provides a full and complete
   resolution of all issues and claims that have been raised,
   asserted, or could have been raised and asserted by any party
   with respect to Allegheny's Claim, the Operating Agreement,
   the Motors, the VOD, and the Counterclaims.  Accordingly, on    
   December 31, 2003:

   (a) Allegheny's Claim is deemed withdrawn; and

   (b) the Adversary Proceeding, including the Counterclaim, is
       deemed dismissed.

   The withdrawal and dismissal will be with prejudice and
   Allegheny, ISG, ISG Plate and the Debtors will be forever
   barred from asserting any claim, or initiating any proceeding
   in any forum, concerning the matters resolved by these  
   settlement terms.

George A. Davis, Esq., at Weil, Gotshal & Manges, LLP, in New
York, asserts that the settlement agreement is a product of good
faith, arm's-length negotiations between the parties, providing
an appropriate resolution of the disputed issues.  The Debtors,
therefore, ask the Court to approve of the settlement agreement.       
(Bethlehem Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BUDGET GROUP: Sets-Up Voting, Solicitation & Tabulation Protocol
----------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates ask the Court to:

   (i) approve the solicitation and tabulation agent;

  (ii) establish the procedures for the solicitation and
       tabulation of votes to accept or reject the Plan,
       including:

       (a) the approval of the forms of ballots for submitting
           votes on the Plan;

       (b) setting the deadline for the submission of ballots;

       (c) approval of the contents of the proposed solicitation
           packages to be distributed to creditors and other
           parties-in-interest in connection with the
           solicitation of votes on the Plan; and

       (d) establishing the record date for Plan voting; and

(iii) schedule a hearing on Plan confirmation.

               Trumbull Services as Balloting Agent

Consistent with the Debtors' employment of Trumbull Services, LLC
as their Court-appointed claims administrator, Trumbull will
inspect, monitor and supervise the solicitation process, serve as
the tabulator of the ballots and certify to the Court the results
of the balloting.

          Form and Manner of Confirmation Hearing Notice

To ensure proper notice of the confirmation hearing of the Plan,
the Debtors propose to have Trumbull serve a notice of the
Confirmation Hearing, by first-class mail, on all of the Debtors'
known creditors entitled to vote on the Plan and to all other
parties entitled to receive notice pursuant to Rules 2002(b) and
3017 of the Federal Rules of Bankruptcy Procedure and the Local
Rules of Bankruptcy Practice and Procedures of the U.S.
Bankruptcy Court for the District of Delaware in accordance with
the timeframe the Court will set.  The Debtors will provide
notice of:

   (1) the Court's approval of the Disclosure Statement;

   (2) the Voting Deadline;

   (3) the time within which objections to confirmation of the
       Plan must be filed; and

   (4) the place, time and date for the Confirmation Hearing.

The Debtors also propose to have the Confirmation Hearing Notice
published at least once in the global and national editions of
The Wall Street Journal and the national editions of The New York
Times and USA Today.

Pursuant to Bankruptcy Rule 3017(d), the Debtors propose to have
Trumbull serve a notice of the Confirmation Hearing by first
class mail on:

   (1) all known creditors who are unimpaired under the Plan or
       who are impaired and deemed to reject the Plan; and

   (2) holders of Cherokee Assumed Liability Claims who release
       all claims against the Debtors under the Plan but were not
       classified and are not entitled to receive or retain any
       property under the Plan and thus are not entitled to vote
       to accept or reject the Plan.

The Notice to Non-voting Parties indicates:

   (1) the Court's approval of the Disclosure Statement;

   (2) the Voting Deadline;

   (3) the time within which objections to confirmation of the
       Plan must be filed;

   (4) the place, time and date for the Confirmation Hearing;

   (5) a summary of the Plan; and

   (6) entitlement of Non-voting Parties to receive a copy of the
       Plan and Disclosure Statement at the Debtors' expense upon
       written request.

             Mailing of Plan and Disclosure Statement

The Debtors ask the Court to authorize them and the Balloting
Agent to solicit votes on the Plan from holders of allowed
impaired claims against the Debtors.  Unsecured Claims are
impaired under the Plan and entitled to vote.  The Debtors
propose to mail the Confirmation Hearing Notice, the Disclosure
Statement, the Plan, appropriate ballots, and other materials as
the Court may approve to each holder of a claim that is eligible
to vote on the Plan in accordance with Section 1126 of the
Bankruptcy Code and Bankruptcy Rules 3017 and 3018.  The
Disclosure Statement and proposed ballots contain instructions
concerning the completion and submission of ballots.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, reports that the Debtors mailed notices of
the Disclosure Statement hearing to all creditors on or before
December 12, 2003.  The Debtors expect a number of those notices
will be returned by the United States Postal Service as
undeliverable.  The Debtors believe that it would be costly and
wasteful to mail Solicitation Packages and Notices to Non-voting
Parties to the same addresses from which notices of the
Disclosure Statement hearing are returned as undeliverable.  

Therefore, the Debtors ask Judge Case to dispense with the
mailing of Solicitation Packages and Notices to Non-voting
Parties to the entities listed at the addresses unless the
Debtors are provided with an accurate address prior to the
Disclosure Statement hearing.  The Debtors further propose that
they may, but will not be required to, attempt to locate the
correct address and resend prior to the Voting Deadline the
Solicitation Packages that are returned as undeliverable.

                           Record Date

The Debtors ask the Court to establish a record date for the
purpose of determining creditors entitled to vote on the Plan.

                          Master Ballots

The Debtors propose to use master ballots for the holders of the
Senior Notes, Convertible Subordinated Notes, and High Tides
Notes.  Thus, Mr. Brady states that the bank, broker, agent or
nominee for each class of Notes will be responsible for
forwarding Solicitation Packages containing a Confirmation
Hearing Notice, a copy of the Plan and Disclosure Statement, an
appropriate ballot, and a return envelope addressed to the
Nominee to each individual holder of the Notes.  The Noteholders
for all Notes will be instructed to return their completed
ballots to their Nominee so as to be received in sufficient time,
as may be determined by the Court, to allow the Nominee to cast
Master Ballots reflecting each Noteholder's vote.  The Nominee
will then be responsible for casting the Master Ballots
incorporating the total number of votes and aggregate face amount
of the Notes voting to accept and reject the Plan.

The Debtors ask the Court to authorize the Nominees to forward
the Solicitation Packages to the beneficial owners of the Notes
for voting and include a return envelope provided by and
addressed to the Nominee, so that the beneficial owner may return
the completed beneficial owner ballot to that entity.  The
Nominees should summarize the individual votes of their
beneficial owners from their beneficial owner ballots on an
appropriate Master Ballot and then return the Master Ballot to
the Balloting Agent on or before the Voting Deadline.  Mr. Brady
contends that this procedure adequately recognizes the complex
structure and workings of the securities industry, enables the
Debtors to transmit materials to the beneficial holders of the
Notes in an organized fashion, and affords beneficial owners of
the Notes a fair and reasonable opportunity to vote.

                       Approval of Ballots

Bankruptcy Rule 3017(d) provides that ballots for accepting or
rejecting the Plan should conform substantially to Official Form
No. 14.  According to Mr. Brady, the proposed forms are based on
Official Form No. 14, but were modified to meet the particular
requirements of the Debtors' Chapter 11 cases and the Plan.  The
proposed forms of ballots and Master Ballots are appropriately
tailored to the Plan and comply with Bankruptcy Rules 3017 and
3018.  

Mr. Brady informs the Court that the appropriate form of ballot
and Master Ballots will be distributed to the holders of claims
in Class 3A -- U.S. Debtor Group General Unsecured Claims, Class
4A -- U.S. Debtor Group Convertible Subordinated Note Claims,
Class 5A -- U.S. Debtor Group High Tides Claims, and Class 4B --
BRACII General Unsecured Claims.  All ballots and Master Ballots
will be accompanied by return envelopes addressed to the ballot
tabulation center at Trumbull Services, L.L.C, or Innisfree M&A
Incorporated or in the case of Noteholders who are the beneficial
holders, but not the record holders, to the Nominees.

               Voting Deadline and Vote Tabulation

Pursuant to Bankruptcy Rule 3017(c), at the time of or before the
approval of the Disclosure Statement, "the court shall fix a time
within which the holders of claims and interests may accept or
reject the plan. . . ."  Thus, the Court should set a date by
which all votes on the Plan must be received.

For purposes of voting on the Plan -- and not for the purpose of
allowance of, or distribution on account of, a claim and without
prejudice to the rights of the Debtors in any other context --
the Debtors propose that, with respect to all creditors, each
claim within the class of claims entitled to vote to accept or
reject the Plan be temporarily allowed in accordance with these
rules:

   (1) A claim will be temporarily allowed for voting purposes as
       listed in the Debtors' schedules of liabilities, provided
       that:

       (a) the claim is not scheduled as contingent,
           unliquidated, undetermined or disputed; and

       (b) no proof of claim has been timely filed;

   (2) Non-contingent, liquidated, determined or undisputed
       claims will be temporarily allowed for voting purposes as
       specified in a proof of claim timely filed with the Court
       or the Balloting Agent to the extent the proof of claim is
       not the subject of an objection;

   (3) Claims deemed allowed pursuant to the Plan will be
       temporarily allowed in the deemed allowed amount set forth
       in the Plan solely for purposes of voting;

   (4) Contingent, unliquidated or disputed claims listed on the
       Debtors' schedules of liabilities will be temporarily
       allowed for voting purposes in the amount allowed by the
       Court, pursuant to Bankruptcy Rule 3018(a), only if a
       motion is brought, notice is provided and a hearing is
       held prior to the Confirmation Hearing;

   (5) Ballots for timely filed claims, which are the subject of
       an objection filed before the Voting Deadline, will not be
       counted, unless temporarily allowed by the Court for
       voting purposes, pursuant to Bankruptcy Rule 3018(a),
       after a motion is brought by any creditor, notice is
       provided and a hearing is held prior to the Confirmation
       Hearing;

   (6) If an objection to a claim requested that the claim be
       reclassified and allowed in a fixed, reduced amount, the
       claim holder's ballot will be counted to the extent of the
       requested amount and in the requested category;

   (7) Ballots for timely filed claims, which are listed as
       contingent, unliquidated and disputed and are not the
       subject of an objection filed before the commencement of
       the Confirmation Hearing, will vote in the amount of $1,
       unless otherwise allowed by Court order after a timely
       filed Bankruptcy Rule 3018 motion; and

   (8) For purposes of the numerosity requirement of Section
       1126(c) of the Bankruptcy Code, separate claims held by a
       single creditor in a particular class will be aggregated
       as if the creditor held one claim against the Debtors in
       the class, and the votes related to the claims will be
       treated as a single vote to accept or reject the Plan.

In addition, the Debtors propose that creditors seeking to have a
claim temporarily allowed for purposes of voting to accept or
reject the Plan pursuant to Bankruptcy Rule 3018(a) be required
to file a motion for the relief no later than 10 days prior to
the Voting Deadline and that the Court schedule a hearing on the
motion prior to the confirmation portion of the Confirmation
Hearing.  In that regard, the Debtors submit that they would
endeavor to file any claim objection for voting purposes no later
than 20 days prior to the Voting Deadline.

Moreover, the Debtors ask the Court to direct that these voting
procedures and standard assumptions be used in tabulating the
ballots and Master Ballots:

   (1) Creditors must vote all of their claims within a
       particular class either to accept or reject the Plan and
       may not split their vote.  Accordingly, a ballot that
       partially rejects and partially accepts the Plan will not
       be counted;

   (2) Ballots that fail to indicate an acceptance or rejection
       of the Plan or that indicate both acceptance and rejection
       of the Plan, but which are otherwise properly executed and
       received prior to the Voting Deadline, will not be
       counted;

   (3) Only ballots that are timely received with original
       signatures will be counted.  Unsigned ballots will not be
       counted.  Facsimile ballots will not be counted unless the
       claimant receives the written consent of the Debtors;

   (4) Whenever a creditor casts more than one ballot voting the
       same claim prior to the Voting Deadline, the last ballot
       received prior to the Voting Deadline will be deemed to
       reflect the voter's intent and supercede any prior
       ballots; and

   (5) Any ballots received after the Voting Deadline will not be
       counted in determining whether the Plan has been accepted
       or rejected unless written consent is obtained from the
       Debtors after consultation with the Committee and UK
       Officeholder, as applicable.  The Debtors further ask that
       with respect to a transferred claim, the transferee will
       be entitled to receive a Solicitation Package and cast a
       ballot on account of the claim only if:

       (a) all actions necessary to effect the transfer of the
           claim pursuant to Bankruptcy Rule 3001(e) are
           completed by the Record Date; or

       (b) the transferee files by the Record Date:

            (i) the documentation required by Bankruptcy Rule
                3001(e) to evidence the transfer; and

           (ii) a sworn statement of the transferor supporting
                the validity of the transfer.

       Each transferee will be treated as a single creditor for
       purposes of the numerosity requirements in Section 1126(c)
       of the Bankruptcy Code and the other voting and
       solicitation procedures approved by the Court.

In the event a claim is transferred after the transferor has
completed a Ballot, the Debtors want the transferee of the claim
to be bound by any vote and the consequences thereof, including a
voluntary release of third parties, made on the ballot by the
holder as of the Record Date of the transferred claim.

                 Objections to Plan Confirmation

The Debtors further ask Judge Case to set a date by which any
objections to confirmation of the Plan must be filed and
received.  Confirmation objections must:

   (1) be in writing;

   (2) comply with the Bankruptcy Rules and the Local Bankruptcy
       Rules of the Court;

   (3) set forth the name of the objecting party and the nature
       and amount of any claim or interest alleged by the party
       against the Debtors or their assets;

   (4) state with particularity the provisions of the Plan
       objected to and the legal and factual basis for the
       objection; and

   (5) be filed with the Clerk of the Bankruptcy Court for the
       District of Delaware, 3rd Floor, 824 Market Street,
       Wilmington, Delaware 19801, together with proof of
       service, and served so as to be ACTUALLY RECEIVED on or
       before 4:00 p.m. (prevailing ET) on the date set by the
       Court by:

       (a) Sidley Austin Brown & Wood LLP
           Bank One Plaza
           10 South Dearborn Street
           Chicago, IL 60603
           Attn: Larry J. Nyhan, Esq.;

       (b) Young Conaway Stargatt & Taylor, LLP
           The Brandywine Building
           1000 West Street, 17th Floor
           Wilmington, DE 19801
           Attn: Robert S. Brady, Esq.;

       (c) Brown Rudnick Berlack Israels LLP
           One Financial Center
           Boston, MA 02111
           Attn: Harold J Marcus, Esq.;

       (d) Ashby & Geddes
           222 Delaware Avenue
           17th Floor
           Wilmington, DE 19801
           Attn: William P. Bowden;

       (e) Richards, Layton & Finger, P.A.
           One 14 Rodney Square
           P.O. Box 551
           Wilmington, DE 19899
           Attn: Mark Collins, Esq.; and

       (6) Office of the United States Trustee
           Caleb Boggs Federal Building
           844 N. King Street
           Wilmington, DE 19801
           Attn: Margaret Harrison, Esq.

Any objection not filed and served as set forth in the proposed
procedures should be deemed waived and not considered by the
Court.

The Debtors further request that they, or any other party
supporting the Plan, be afforded an opportunity to file a
response to any objection to confirmation of the Plan. (Budget
Group Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


BUILDERS PLUMBING: UST Appoints Official Creditors' Committee
-------------------------------------------------------------
The United States Trustee for Region 11 appointed 9 creditors to
serve on an Official Committee of Unsecured Creditors in Builders
Plumbing & Heating Supply Co.'s Chapter 11 cases:

       1. Rheem Manufacturing Company
          Attn: James Lore
          101 Bell Road
          Montgomery, AL 36117-4305

       2. Kohler Company
          Attn: James Frusher
          444 Highland Drive
          Kohler, WI 53044

       3. Delta Faucet Co.
          Attn: Carl K. McMaken
          Tom Good
          55 East 111th Street
          PO Box 40980
          Indianapolis, IN 46280

       4. Jacuzzi Whirlpool Bath
          Attn: Jeff L. Shonty
          Jim Kirkpatrick
          14801 Quorom Drive
          Addison, TX 75254

       5. Hunter Industries
          Attn: Judy Netteland
          1940 Diamond Street
          San Marcos, CA 92069

       6. Grobe America, Inc.
          Attn: Glen Paradise
          241 Covington Drive
          Bloomingdale, IL 60108

       7. Elkay Manufacturing
          Attn: Curt Rothlisberger
          2222 Camden Ct.
          Oak Brook, IL 60523

       8) Moen Incorporated
          Attn: Jeffrey W. Pietch
          25300 Al Moen Drive
          North Olsmted, OH 44070

       9) National FiberGlass
          Attn: Gregory Salach
          5 Greenwood Avenue
          Romeoville, IL 60446

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

A plumbing product distributor headquartered in Addison, Illinois,
Builders Plumbing & Heating Supply Co., filed for chapter 11
protection on December 5, 2003 (Bankr. N.D. Ill. Case No.
03-49243). Brian A. Audette, Esq., David N Missner, Esq., and
Marc I. Fenton, Esq., at Piper Rudnick represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed debs and assets of:

                                   Total Assets      Total Debts
                                   ------------      -----------
Builders Plumbing & Heating         $62,834,841      $57,559,894
   Supply Co.
Glendale Plumbing Supply Company    $13,302,215       $8,068,738
   Inc.
Southwest & Pipe & Supply Company,   $8,743,763      $11,207,567
   Inc.
Spesco Inc.                          $6,626,890       $7,742,802


CARMODY CONCRETE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Carmody Concrete Corp.
        9 South Court
        Wappingers Falls, New York 12590

Bankruptcy Case No.: 04-35057

Type of Business: The Debtor is an excavation, concrete and
                  masonry subcontractor.

Chapter 11 Petition Date: January 9, 2004

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Carlos J. Cuevas, Esq.
                  1250 Central Park Avenue
                  Yonkers, NY 10704
                  Tel: 914-964-7060
                  Fax: 914-964-7064

Total Assets: $818,500

Total Debts:  $1,110,464


CENTRA INDUSTRIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Lead Debtor: Centra Industries, Inc.
             7125 McGuire Road
             Fayetteville, Arkansas 72704

Bankruptcy Case No.: 04-70098

Debtor affiliate filing separate chapter 11 petition:

Entity                                              Case No.
------                                              --------
Midwest Cable Communications of Arkansas, Inc.      03-75126

Type of Business: The Debtor is a holding company specializing,
                  through its subsidiaries, in end-to-end
                  construction solutions for the
                  telecommunications, electric power, natural
                  gas and cable television industries, and
                  governmental infrastructure. The company's
                  comprehensive services include complete
                  engineering solutions, directional boring,
                  overhead wiring, cell tower construction and
                  maintenance, and last mile wiring.
                  See http://www.centraindustries.com/

Chapter 11 Petition Date: January 8, 2004

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Colli C. McKiever, Esq.
                  Attorney at Law
                  26 West Center, Suite 209
                  Fayetteville, AR 72701
                  Tel: 479-571-2848
                  Fax: 479-444-8907

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million


CHESAPEAKE ENERGY: Caps Price of 20-Million Share Offering
----------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has priced a public
offering of 20 million shares of its common stock at $13.51 per
share.  All shares are being sold by Chesapeake.  Chesapeake also
has granted the underwriters a 30-day option to purchase up to 3.0
million additional shares of its common stock solely to cover
over-allotments, if any.

Chesapeake expects the issuance and delivery of the shares to
occur on January 14, 2004, subject to satisfaction of customary
closing conditions. Chesapeake intends to use the net proceeds of
the offering to pay a portion of the aggregate $510 million
purchase price for three recently announced acquisitions.  The
largest of these, a pending acquisition for $420 million of Concho
Resources Inc., is expected to close by January 31, 2004.  If this
acquisition does not close, excess net proceeds of the offering
will be used for general corporate purposes, including repayment
of debt or possible future acquisitions.

Lehman Brothers, Banc of America Securities LLC, Citigroup and
Morgan Stanley acted as joint book-running managers for the
offering.  Copies of the prospectus relating to the offering may
be obtained from the offices of Lehman Brothers Inc., c/o ADP
Financial Services, Integrated Distribution Services, 1155 Long
Island Avenue, Edgewood, NY 11717, 631-254-7106; Banc of America
Securities LLC, 100 West 33rd Street, New York, NY 10001, 646-733-
4166; Citigroup Global Markets Inc., Brooklyn Army Terminal, 140
58th Street, 8th Floor, Brooklyn, New York 11220, Attn: Prospectus
Department, 718-765-6732; or Morgan Stanley, Prospectus
Department, 1585 Broadway, New York, NY 10036, 212-761-4000.

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


COVAD COMMS: Inks Strategic Relationship Pact with Broadwing
------------------------------------------------------------
Broadwing Communications -- a fully consolidated subsidiary of
Corvis Corporation (Nasdaq: CORV) -- announced a strategic
relationship agreement with Covad Communications (OTC Bulletin
Board: COVD) to offer Broadwing's enterprise customers nationwide
digital subscriber line or DSL access in the country's top
Metropolitan Statistical Areas (MSAs).

Under the terms of the agreement, Broadwing will expand its
current portfolio of access alternatives for Frame Relay and
Internet Protocol services to include DSL.  Broadwing will
interconnect its nationwide, all-optical network with Covad's
nationwide DSL network and expects to begin offering this service
to its customers during the first quarter of 2004.

"Our large enterprise customers have diverse networking needs.
They are continually looking for cost-effective ways to
interconnect their smaller facilities to their corporate wide area
networks and to offer redundancy to current private line access
connections. This is particularly important as customers look to
add new enhanced services such as Voice over Internet Protocol
(VoIP) and video conferencing to existing data networks," said
Mark F. Spagnolo, Broadwing's chief executive officer.

"We're excited about this new relationship with Covad: By adding
nationwide DSL connectivity to our portfolio of offerings, we
believe we can respond to a larger percentage of customer
opportunities," Spagnolo continued.

"Covad is pleased to be teaming with Broadwing and with the
opportunity for continued growth in our business class offerings,"
said Charles Hoffman, Covad's president and chief executive
officer.  "Our broadband expertise and our ability to combine our
nationwide DSL network with Broadwing's all-optical network will
enable them to offer highly competitive enterprise solutions to
their customers."

Broadwing Communications is an innovative provider of data, voice,
and video solutions to carriers and large enterprises.  Enabled by
its one-of-a-kind, all-optical network and award-winning IP
backbone, Broadwing offers a full suite of the highest quality
communications products and services, with unparalleled customer
focus and speed.  Broadwing is a fully consolidated subsidiary of
Corvis Corporation, a leading supplier of all-optical solutions
to service providers and government agencies worldwide.  For more
information, visit http://www.broadwing.com/

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

                         *    *    *

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

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

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


CSK AUTO: Planned Refinancing Prompts S&P's Various Rating Actions
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' rating to CSK
Auto Inc.'s planned $200 million senior subordinated note issue
due 2014. The senior subordinated notes will be issued pursuant to
Rule 144A with registration rights.

At the same time, Standard & Poor's lowered its rating on CSK's
senior secured bank loan to 'B+' from 'BB-' and assigned a
recovery rating of '3' to the loan. The bank loan is rated at the
same level as the corporate credit rating; this and the '3'
recovery rating indicate that lenders can expect a meaningful
(50%-80%) recovery of principal in the event of a default or
bankruptcy.

Other ratings on CSK, including the 'B+' corporate credit rating,
were affirmed. The outlook is positive.

The affirmation of the corporate credit rating is based on CSK's
planned refinancing of its capital structure, which should reduce
the company's interest expense and enhance its flexibility in
reducing debt in future years. The lowering of the senior secured
bank loan rating is based on the increased size of the facility
and the removal of the asset coverage ratio that previously
limited advances under the revolver. The company plans to increase
its senior secured bank facility by $100 million, to a total of
$425 million, and issue $200 million of subordinated debt.
Proceeds will be used to repay the existing $280 million of senior
unsecured notes due in 2006.

CSK has demonstrated better operating performance over the past
two years through improved in-stocks, new merchandise offerings,
and better utilization of vendor allowances. The ratings could be
upgraded over the next 12 months if the company is able to
continue to improve operations and reduce debt levels under its
new capital structure.

"The ratings on Phoenix, Arizona-based CSK reflect the company's
high leverage, inconsistent operating performance, and
participation in the highly competitive auto parts aftermarket
retail sector," said Standard & Poor's credit analyst Patrick
Jeffrey. "These factors are partially offset by CSK's leading
market position in the automotive aftermarket industry and its
improved operations over the past two years."

CSK is the largest retailer of automotive parts and accessories in
the Western U.S., with 1,108 stores in 19 states. The company's
primary focus has been on the $19 billion do-it-yourself segment,
which has been growing at about 4% annually. However, CSK is
expected to continue to grow its do-it-for-me segment, which is
anticipated to have higher growth rates than the do-it-yourself
segment.


DII INDUSTRIES: Court Extends Schedule-Filing Time Until Feb. 29
----------------------------------------------------------------
To prepare their Schedules of Assets and Liabilities and
Statements of Financial Affairs, the DII Industries Debtors must
obtain information from books, records, and documents relating to
a multitude of acquisitions and other transactions spanning
several years and involving thousands of creditors.  Although
certain of these books, records, and documents are located at the
Debtors' corporate headquarters, much of the information is
located at their various offices and job sites overseas.  The
Debtors estimate that the process of preparing the Schedules and
Statements would require the full-time services of 30 persons and
the assistance of over 120 employees from more than eight
different corporate divisions.

The Debtors also estimate that the Schedules and Statements will
take at least 90 days to complete at $1,025,000.  The cost does
not reflect the cost of the Debtors' related legal fees.  
However, this time period could easily become at least 120 days
due to the proximity of the bankruptcy filing to the holiday
season.  Consequently, the completion of the Schedules and
Statements will require an expenditure of significant time and
effort by the Debtors' employees, as well as a significant
increase in the cost involved to complete the Schedules and
Statements.  The cost of completing the Schedules and Statements
over a 120-day period is $1,250,000, excluding legal fees.  Many
of those employees simultaneously will be working on other
aspects of the Debtors' restructuring efforts and endeavoring to
stabilize operations by addressing the myriad of employee,
customer, and vendor issues raised by these Chapter 11 cases.

Notwithstanding their time estimates, in response to concerns
addressed by the United States Trustee, the Debtors believe that
a 60-day extension would suffice.  At the Debtors' behest, the
Court extended the deadline for the Debtors to file the Schedules
and Statements through and including February 29, 2004.  The
extension is without prejudice to the Debtors' right to seek a
further extension for cause shown, upon proper notice and
application.

Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, in
Pittsburgh, Pennsylvania, relates that one purpose of the
Schedules and Statements is to permit parties-in-interest to
understand and assess a debtor's assets and liabilities and then
negotiate and confirm a plan of reorganization.  Mr. Moser
recounts that the prepackaged Plan and Disclosure Statement have
already been negotiated by the Debtors, Halliburton Company, the
Asbestos Committee and the Legal Representative of Future
Asbestos-Related and Silica-Related Personal Injury Claimants.  
Moreover, a significant amount of the information called for in
the various Schedules and Statements required by Section 521(1)
of the Bankruptcy Code is disclosed in the Disclosure Statement
supporting the Debtors' Plan.

Official Form No. 6 lists ten Schedules, which a debtor
ordinarily is required to file.  Schedules A and B require a
debtor to list its assets separated into "Real Property" and
"Personal Property."  Mr. Moser explains that, to the extent they
have assets that fall into these categories, the Debtors have
provided information related to the amount of assets in the
Disclosure Statement and Plan, both of which were distributed to
all creditors known by the Debtors to hold claims in Classes that
are impaired and entitled to vote under the Plan.

Schedules D, E, and F require a debtor to list its liabilities
separated into the categories of "Creditors Holding Secured
Claims," "Creditors Holding Unsecured Priority Claims," and
"Creditors Holding Unsecured Non-priority Claims."  The purpose
of these Schedules is to provide notice of all liabilities
recognized by a debtor, so that persons who assert a claim have
an opportunity to compare their claim to the debtor's schedules
of liabilities and file a proof of claim with respect to any
difference that might exist.

Under the Plan, Mr. Moser notes that all creditors, other than
those holding Asbestos Unsecured Personal Injury Trust Claims and
Silica Unsecured Personal Injury Trust Claims, will be paid in
the ordinary course of business.  Any disputed claims will be
litigated, in all probability, in other forums.  Mr. Moser also
states that the Debtors are not seeking a bar date that will
preclude these creditors from asserting their claims.  Holders of
Asbestos Unsecured PI Trust Claims and Silica Unsecured PI Trust
Claims will be liquidated pursuant to the trust disposition
procedures provided for in the Asbestos PI Trust and the Silica
PI Trust.

Schedule G requires a debtor to list all "Executory Contracts and
Unexpired Leases."  Mr. Moser maintains that the Debtors are
seeking to assume certain executory contracts and leases,
including essentially all their ongoing construction and services
contracts.  All claims arising under the indemnification and
warranty agreements will be channeled to, and paid in accordance
with the Asbestos PI Trust and Silica PI Trust.

Schedule H requires a debtor to list "co-debtors."  Any
information relevant to this schedule is disclosed in the
Disclosure Statement.  Schedules C, I and J, which require a
debtor to list "Property Claimed as Exempt," "Current Income,"
and "Current Expenditures," do not apply to the Debtors.

Mr. Moser asserts that, because the Disclosure Statement contains
much of the information that would comprise the Schedules and
Statements, no party will be prejudiced by a delay in the filing
of the Schedules and Statements. (DII & KBR Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIRECT INSITE: James Cannavino to Continue as CEO Until 2007
------------------------------------------------------------
In December, 2003, Direct Insite Corporation extended its Services
Agreement with its Chief Executive Officer, James A. Cannavino,
for a term ending on August 24, 2007.  The  agreement calls for
compensation of $15,000 per month and 360,000 options, vesting
7,500 per month for the term of the agreement (48 months), to
purchase the Company's common stock at an exercise price of $1.16,
the closing price of the Company's common stock on the date the
agreement was effective. The agreement provides for reimbursement
of reasonable out-of-pocket expenses and further provides for
living and travel expenses not to exceed $11,000 per month.

In August, 2003, the Company executed an Employment Agreement with
its President, Robert L. Carberry for an employment term ending on
August 15, 2004 and thereafter a consulting  period ending on
February 15, 2007.  Compensation while serving as president will
be $240,000 per annum.  Additionally, he was granted options to
purchase 200,000 shares of the Company's common stock, 150,000
vesting upon execution of the agreement with the balance fully
vesting by January 1, 2004.  These options have an exercise price
of $1.16 per share. Further, in addition to reimbursement of
reasonable out of pocket business expenses, during his term as
President he will be entitled to living and travel expenses not to
exceed $3,100 per month.  During the consulting period (August 16,
2004 through  February 15, 2007) he will be required to consult
with the Company and its senior executive officers regarding its
respective businesses and operations.  Such consulting services
shall not require more than 48 days in any calendar year, nor more
than four days in any month.  The Company will pay $12,000 per
month.

Direct Insite's September 30, 2003, balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $740,000


DIRECTV LATIN AMERICA: Proposes Solicitation & Tabulation Protocol
------------------------------------------------------------------
DirecTV Latin America, LLC asks Judge Walsh to approve:

   * the Disclosure Statement supporting its Reorganization Plan;

   * certain procedures for the solicitation and tabulation of
     votes to accept or reject the Plan;

   * the form of notice to be provided;

   * the form of ballots to be used to vote on the Plan; and

   * the procedures for filing Confirmation Objections.

The Debtor also asks the Court to schedule the voting deadline
and the hearing date to consider confirmation of the Plan.

                 Approval of Disclosure Statement

Joel A. Waite, Esq., at Young, Conway, Stargatt & Taylor, LLP
relates that Section 1125 of the Bankruptcy Code provides that
for a disclosure statement to be approved, it must contain
"adequate information," which is defined as information
sufficient to enable hypothetical reasonable investors to make an
informed judgment about the Reorganization Plan to which the
disclosure statement relates.  The Debtor believes that the
Disclosure Statement contains adequate information to enable all
impaired creditors and interest holders to make an informed
judgment with respect to the Plan.  In conjunction with its legal
and financial advisors, the Debtor devoted substantial time and
effort in drafting the Disclosure Statement to ensure compliance
with Section 1125 of the Bankruptcy Code.

                      Solicitation Procedures

The Debtor will solicit votes to accept or reject the Plan from
impaired claimholders.  The Debtor proposes to provide a ballot
form together with the Confirmation Hearing Notice, the Plan and
Disclosure Statement to each claimholder that is to vote on the
Plan in accordance with Section 1126 of the Bankruptcy Code and
Rules 3017 and 3018 of the Federal Rules of Bankruptcy Procedure.
The proposed ballots contain detailed instructions concerning the
completion and submission of Ballots.  The Debtor further
proposes that creditors be directed to submit their executed
ballots directly to Bankruptcy Services, LLC.  Bankruptcy
Services has previously been retained pursuant to a Court order
to serve as the Debtor's balloting agent.  Bankruptcy Services
will tabulate the votes after the Voting Deadline and prepare a
report certifying the results to be presented to the Court at or
before the Confirmation Hearing.

                           Ballot Form

The Debtor presents a proposed form of ballots that is
appropriately tailored to the Plan and complies with Bankruptcy
Rules 3017 and 3018.  Claim amounts set forth by creditors on
their ballots will not be determinative as to the final allowance
of their claims.

               Voting Deadline and Vote Tabulation

The Debtor asks the Court to set a date by which all votes on the
Plan must be received.  In connection with Bankruptcy Services'
tabulation of votes received with respect to the Plan, the Debtor
asks the Court to direct that:

   (a) any votes received by Bankruptcy Services after the Voting
       Deadline not be counted in determining whether the Plan
       has been accepted or rejected;

   (b) any ballots transmitted by e-mail not be accepted;

   (c) any ballot, which is properly executed, but does not
       indicate acceptance or rejected, be deemed to be an
       acceptance of the Plan; and

   (d) any ballot that is not properly executed or on which both
       the acceptance and rejection box is checked be considered
       null and void and not be counted.

In connection with Bankruptcy Services' tabulation of votes
received with respect to the Plan, the Debtor requests that
holders of claims in voting classes that are impaired and have
either (i) been scheduled as liquidated, undisputed, and not
contingent, or (ii) filed a proof of claim that is not subject to
any pending objection by the Debtor, are provisionally allowed
for purposes of voting as a creditor to accept or reject the
Plan.

The amount of a claim used to tabulate acceptance or rejection of
the Plan will be either:

   (a) the claim listed in the Debtor's schedules of liabilities,
       provided that the claim is not scheduled as contingent,
       unliquidated, undetermined or disputed and that no proof
       of claim has been timely filed;

   (b) the non-contingent liquidated amount specified in a proof
       of claim timely filed with the Court or Bankruptcy
       Services to the extent the proof of claim is not the
       subject of a Debtor's objection;

   (c) if a proof of claim has been timely filed and is the
       subject of a Debtor's objection, in the amount provided
       for in the claim objection, if any, or in other amount as
       is temporarily allowed by the Court for voting purposes;
       or

   (d) if a proof of claim has been timely filed by an alleged
       creditor whose claim is not listed or is listed as
       disputed, contingent or unliquidated in the Debtor's
       schedule of liabilities, but who has timely filed a proof
       of claim that is contingent or in an unliquidated or
       unknown amount, and which proof of claim is not the
       subject of a Debtor's objection, in the amount of $1 or in
       other amount as is temporarily allowed by the Court for
       voting purposes.

        Confirmation Hearing Date and Objection Procedures

The Debtor asks the Court to set a date for the Confirmation
Hearing and a date by which any objections to Plan confirmation
must be filed and served on the Debtor and other parties-in-
interest.  Confirmation objections must:

   (a) be in writing;

   (b) comply with the Federal Rules of Bankruptcy Procedure;

   (c) set forth the names of the objecting party and the nature
       and amount of any claim or interest alleged by a party
       against the Debtor or its assets;

   (d) state with particularity the provisions of the Plan
       objected to and the legal and factual basis for the
       objection; and

   (e) be filed with the Clerk of the United States Bankruptcy
       Court for the District of Delaware at 824 North Market
       Street, 3rd Floor, in Wilmington, Delaware, with a copy
       served by other manner as will cause an objection to be
       received no later that 4:00 p.m. prevailing Eastern Time
       on the first business day that is at least seven days
       before the Confirmation Hearing, by the Debtor's counsel,
       Hughes Electronics Corporation, the Creditors Committee,
       and the U.S. Trustee.

Any objection not filed and served as set forth in the proposed
confirmation objection procedures will be deemed waived and not
considered by the Court.

                    Confirmation Hearing Notice

To ensure proper notice of the Confirmation Hearing, the Debtor
proposes to serve a notice to all known creditors, interest
holders and other entitled parties.  The Confirmation Hearing
Notice will be delivered in accordance with the timeframe to be
set by the Court, and will notify:

   (a) the Court's approval of the Disclosure Statement;

   (b) the Voting Deadline established with respect to the Plan;

   (c) the time within which objections, if any, to Plan
       confirmation must be filed and served;

   (d) the time, date and place of the Confirmation Hearing; and

   (e) contact information for any party-in-interest to obtain a
       copy of the Disclosure Statement and the Plan.

The Debtor proposes, in accordance with Bankruptcy Rule 3017, to
provide copies of the Confirmation Hearing Notice, together with
the Plan and Disclosure Statement, to:

   -- all persons or entities that have timely filed a proof of
      claim against the Debtor;

   -- all persons or entities that have not filed a proof of
      claim against the Debtor but who are listed on the Debtor's
      schedules as holding a claim or interest, which is impaired
      under the Plan;

   -- the Creditors Committee; and

   -- the United States Trustee.

Additionally, a copy of the Plan and Disclosure Statement will be
sent to any party-in-interest requesting a copy. (DirecTV Latin
America Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DOLLAR GENERAL: SEC Considering Filing Civil Injunctive Action  
--------------------------------------------------------------
As previously disclosed by Dollar General Corporation (NYSE: DG),
the staff of the U.S. Securities and Exchange Commission has been
conducting an investigation related to Dollar General's
January 14, 2002 restatement of its financial results for the
Company's fiscal years 1998 through 2000.  

Dollar General announced that it has received notice that the SEC
staff is considering recommending that the SEC bring a civil
injunctive action against the Company for alleged violations of
the federal securities laws in connection with circumstances
relating to the restatement.  The Company intends to review the
information provided by the SEC and respond before the staff makes
its final recommendation to the SEC.

Dollar General also noted that IBM's press release Thursday last
week regarding the "Wells Notice" IBM received from the SEC staff
relates to the same investigation.  The transaction referenced in
the IBM release was restated by Dollar General as part of the
January 14, 2002 restatement described above.

Dollar General has been cooperating in the SEC's investigation by
providing documents and other information to the SEC staff and has
settled the shareholder class action and derivative lawsuits
related to the restatement.

Dollar General (S&P, BB+ Corporate Credit Rating, Negative) is a
Fortune 500(R) discount retailer with 6,479 neighborhood stores in
27 states as of August 1, 2003. Dollar General stores offer
convenience and value to customers, by offering consumable basics,
items that are frequently used and replenished, such as food,
snacks, health and beauty aids and cleaning supplies, as well as
an appealing selection of basic apparel, housewares and seasonal
items at everyday low prices. The typical Dollar General store has
6,750 square feet of selling space and is located within five
miles of its target customers.


D.R. HORTON: Fitch Assigns BB+ Rating to $200 Million Debt Issue
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to D.R. Horton, Inc.'s
(NYSE: DHI) $200 million 5.000% senior notes due January 15, 2009.
The Rating Outlook is Stable. The issue will be ranked on a pari
passu basis with all other senior unsecured debt, including D.R.
Horton's $805 million unsecured bank credit facility. D.R. Horton
expects to use the proceeds from the new debt issue to redeem the
$150 million 8 3/8% senior notes scheduled to mature on June 15,
2004 and for other corporate purposes. The new issue has a much
more favorable rate relative to the debt it will replace.

Ratings for D. R. Horton are based on the company's above average
growth during the on-going housing expansion, execution of its
business model, steady capital structure and geographic and
product line diversity. The company has been an active
consolidator in the homebuilding industry which has kept debt
levels a bit higher than its peers. But management has also
exhibited an ability to quickly and successfully integrate its
many acquisitions. During fiscal 2002 the company completed its
largest acquisition in absolute size (Schuler Homes) and indicated
it planned no acquisitions in fiscal 2003 and none were done. It
now appears that the company will be much less acquisitive in the
future as it primarily focuses on harvesting the opportunities
within its current and adjacent markets. Coincident with this new
internally focused expansion strategy, the company will be
maintaining debt to capitalization in the low 40s (or better) and
annually generating free cash flow (a different pattern than was
typically the case in the past). Risk factors include the inherent
(although somewhat tempered) cyclicality of the homebuilding
industry. The ratings also manifest the company's historic
aggressive, yet controlled growth strategy, its relatively heavy
speculative building activity (which has notably lessened of late)
and planned consistent share repurchase activity.

D.R. Horton has typically expanded EBITDA margins over the past
several years on healthy price increases, volume improvements and
steady operating expense ratios and has produced record levels of
home closings, orders and backlog in excess of expectations for
this unprecedented lengthy upswing in the housing cycle. The
homebuilding EBITDA margin increased from 9.5% in 1997 to 13.9% in
2003. Although the company has benefited from strong economic
conditions, a degree of margin enhancement is also attributable to
broadened new product offerings. In addition, margins have
benefited from purchasing, access to capital and other scale
economies that have been captured by the large national
homebuilders in relation to smaller builders. These economies,
greater geographic diversification (than in the past), consistency
of performance over an extended period of time, low cost operating
structure and a return-on-capital focus provide the framework to
soften the margin impact of declining market conditions when they
occur. During the 1998 through 2002 period acquisitions accounted
for half of D.R. Horton's growth. As noted above, the company made
no acquisitions in 2003.

D.R. Horton's inventory consistently has been 1.6x to 1.8x
homebuilder debt and in fiscal 2003 ended the year at
approximately 2.0x. The company's inventory turns are a bit low
relative to its peers, reflecting the absence of unconsolidated
joint ventures and some historic bias towards owned lots (largely
due to the Continental Homes and Schuler Homes acquisitions).
However, as of Sept. 30, 2003 49.5% of its 179,370 lot supply was
owned with the balance controlled through options. Total lots
owned and controlled represent a 4.3 year supply based on
management's public guidance of a potential 15% increase in home
deliveries for fiscal 2004.

The homebuilding debt-to-capital ratio pretty consistently
declined from 59.9% at the end of 1998 to 44.7% at the end of
fiscal 2003. Homebuilding debt (net of unrestricted cash) divided
by total capital was 39.8% at the close of fiscal 2003. (D.R.
Horton does have substantial good will on its balance sheet,
$578.9 million as of Sept. 30, 2003 (representing 19.1% of
shareholders' equity), as a result of its many past acquisitions.)
The company's debt-to-EBITDA ratio remains slightly high relative
to its peers. However, absent major acquisitions and given high
cash flow trends, D.R. Horton's leverage ratios are likely to
continue to decline.


DUCANE GAS: First Creditors' Meeting Scheduled on January 16
------------------------------------------------------------
The United States Trustee will convene a meeting of Ducane Gas
Grills Inc.'s creditors on January 16, 2004, 10:00 a.m., at the
U.S. Trustee's Office, Room 557, Strom Thurmond Federal Building,
1835 Assembly Street, Columbia, South Carolina 29201. This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Headquartered in Columbia, South Carolina, Ducane Gas Grills,
Inc., distributes cooking gas grills.  The Company filed for
chapter 11 protection on December 5, 2003 (Bankr. S.C. Case No.
03-15219).  G. William McCarthy, Jr., Esq., at Robinson, Barton,
McCarthy, Calloway & Johnson, P.A., represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $10,715,764 in total assets and
$15,209,902 in total debts.  The Debtor's Chapter 11 Plan and
Disclosure Statement are due to be filed with the Court on
April 5, 2004.


DYNAMIC INT'L: Accumulated Losses Raise Going Concern Uncertainty
-----------------------------------------------------------------
Dynamic International, Inc.'s financial statements have been
prepared on a going concern basis, however, as disclosed in the
financial statements, the Company has an  accumulated deficit of
approximately $5,700,000 and a working capital deficiency of  
approximately $600,000. These factors raise substantial doubt
about the Company's  ability to continue as a going concern.

Management's plans rely, to a substantial extent, on the
availability of funding of its cash flow needs, by its affiliate.  
Although the Company has been able to make payments to reduce the
balance due to the affiliate there is uncertainty if the trend
will  continue.  In the first six months the Company had net
income of $563,000, however, there can be no assurance that
management's plans will continue to be successful. Management
believes that consumer demand for luggage has been and may
continue to be reduced by lingering effects of the September 11,
2001 terrorist attacks and, as a result,  expects that sales of
its luggage products will likely be negatively impacted for at
least the near term.

Most of the Company's products are purchased from China.  The
Company believes that, if  necessary, it will be able to obtain
its products from firms located in other countries at little, if
any, additional expense. The Company believes that an interruption
in  deliveries by a manufacturer located in a particular country
will not have a material adverse impact on the business of the
Company. Nevertheless, because of political instability in a
number of the supply countries, occasional import quotas and other
restrictions on trade or otherwise, there can be no assurance that
the Company  will at all times have access to a sufficient supply
of merchandise.

During the six months ended October 31, 2003, cash provided by
operations was $666,000.  This was primarily the result of net
income and a decrease in inventory of $563,000 and  $230,000 and
an increase in accounts payable and accrued expenses of $44,000
which were  offset by increases in accounts receivable and prepaid
expenses of $155,000 and $22,000, respectively.

The Company used cash of $668,000 to reduce the amount due to
Achim. The Company has received substantial financial support from
Achim. Achim is wholly owned by Marton B.  Grossman, the Chairman
and President of the Company.  Advances from Achim are due upon
demand.  The Company records interest on the unpaid balance due to
Achim at the  JPMorganChase prime rate plus 1%.  The amount of
interest recorded for the six months  ended October 31, 2003 and
2002 was $45,000 and $79,000, respectively.

The Company will continue to utilize the financial support of
Achim for inventory  purchases.  Achim is not obligated to
continue providing any support. In the event Achim  chooses not to
support the Company, it would have to reduce operations or seek to
find financial support from other third parties.


ENRON: Creditors Panel Sues to Recover $1.5MM from Carl Fastow
--------------------------------------------------------------
Enron Corporation made, or caused to be made, two monetary
transfers to Carl Fastow:

   Date               Amount
   ----               ------
   02/01/01         $1,300,000
   10/15/01            250,000

Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
in New York, relates that pursuant to Section 547(b) of the
Bankruptcy Code, the Transfers are avoidable because the
Transfers:

   (a) were made within one year prior to the Petition Date,
       wherein Enron was considered to be insolvent;

   (b) constitute transfers of interests of Enron property;

   (c) were made to, or for the benefit of, a creditor;

   (d) were made on account of an antecedent debt owed to the
       creditor prior to the dated on which the Transfers were
       made; and

   (e) enabled Mr. Fastow to receive more than it would have
       received if:

       -- this case was administered under Chapter 7 of the
          Bankruptcy Code;

       -- the Transfers were not made; and

       -- Mr. Fastow received payment of the Debt to the extent
          provided by the Bankruptcy Code.

As avoidable preferential transfers, Mr. Kirpalani contends that
the Transfers are recoverable under the purview of Section
550(a).

In addition, Mr. Kirpalani tells the Court that the Transfers are
also fraudulent transfers in accordance with Section 548(a)(1)(B)
since Enron received less than reasonably equivalent value in
exchange for some or all of the Transfers.

In the alternative, Mr. Kirpalani asserts that the Transfers
should be considered fraudulent transfers that may be avoided and
recovered pursuant to Sections 554 and 550 of the Bankruptcy
Code, Sections 270 to 281 of the New York Debtor and Creditor Law
or other applicable law on these additional grounds:

   -- As a direct and proximate result of the Transfers, Enron
      and its creditors suffered losses amounting to at least the
      value of the Transfers; and

   -- At the time of the Transfers, there were Enron creditors
      holding unsecured claims, and insufficient assets to pay
      Enron's liabilities in full.

Accordingly, the Official Committee of Unsecured Creditors, on
the Debtors' behalf, seeks a Court judgment:

   (a) declaring the avoidance and setting aside of the Transfers
       pursuant to Section 547(b);

   (b) in the alternative, declaring the avoidance and setting
       aside of the Transfers pursuant to Section 548(a)(1)(B);

   (c) in the alternative, declaring the avoidance and setting
       aside of the Transfers pursuant to Bankruptcy Code
       Section 544, New York Debtor and Creditor Law Sections
       270-281 or other applicable law;

   (d) awarding to the Committee judgment in an amount equal to
       the Transfers and directing Mr. Fastow to immediately pay
       the Transfers pursuant to Section 550(a), together with
       interest on the amount from the date of the Transfers;
       and

   (e) awarding to the Committee its attorneys' fees, costs and
       other expenses incurred. (Enron Bankruptcy News, Issue No.
       92; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COS: Core-Mark Brings-In Aon Consulting as Actuary
----------------------------------------------------------
Core-Mark International Inc. is currently preparing a request
seeking relief in connection with the Core-Mark International,
Inc., Non-Bargaining Employees Pension Plan.  In this regard,
Core-Mark seeks the Court's authority to employ Aon Consulting &
Insurance Services as its actuary.  Core-Mark needs Aon to assist
in the preparation and prosecution of the Core-Mark Pension Plan
Motion.

Specifically, Aon will:

       (a) prepare pension plan minimal funding projections;

       (b) prepare plan termination liability reports;

       (c) prepare affidavits in support of the Core-Mark
           Pension Plan Motion;

       (d) perform services in connection with appearance
           as an expert witness in connection with the Motion,
           if necessary; and

       (e) perform other actuarial services deemed by the
           Debtors and Aon to be necessary and required in
           connection with the Core-Mark Pension Plan Motion.

There are 167 participants in the Core-Mark Pension Plan.  Aon
provided general plan administration actuarial services for the
Core-Mark Pension Plan since September 1983.

Core-Mark will compensate Aon for its services in accordance with
the firm's customary hourly rates.  Aon's hourly billing
schedules are:

           Senior Vice Presidents            $470
           Vice Presidents                    350 - 400
           Assistant Vice Presidents          300 - 340
           Consultants                        200 - 290
           Associates                         150 - 280
           Administration/Paraprofessionals   100

The Fleming Debtors disclose that Aon performed services for Core-
Mark in connection with the general administration of the Core-
Mark Pension Plan.  While some of the prepetition fees incurred
for general administrative work were paid by Core-Mark, under the
United States Department of Labor guidelines, a significant
portion of Aon's fees were paid out of the pension plan assets.  
Aon also provided general administrative services after the
Petition Date.  Similarly, a significant portion of the fees for
this work was paid out of the pension plan assets.

The Debtors disclose that Aon is owed $1,050 with respect to its
prepetition fees and expenses for actuarial services incurred for
the Core-Mark defined benefit pension plan in October 2001.

Aon Vice President Leslie Soo Hoo assures the Court that Aon does
not hold any interest adverse to the Debtors or their estates.  
Aon is a disinterested person within the meaning of the
Bankruptcy Code.

Notwithstanding, Ms. Hoo says that Aon may provide actuarial
services to interested parties in matters unrelated to the
Debtors' cases.  Aon's assistance to these parties would be
primarily related to actuarial calculations.  To date, however,
no services have been provided to any creditor or other party-in-
interest, which could impact its rights in the Debtors' cases.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/>http://www.fleming.com/-- is the largest  
multi-tier distributor of consumer package goods in the United
States.  The Company filed for chapter 11 protection on April 1,
2003 (Bankr. Del. Case No. 03-10945).  Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi,
Esq., at Kirkland & Ellis represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $4,220,500,000 in assets and
$3,547,900,000 in liabilities. (Fleming Bankruptcy News, Issue No.
20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GLOBAL CROSSING: Inks Network and Access Services Pact with XO
--------------------------------------------------------------
Global Crossing (OTC: GLBCF) and XO Communications, Inc. (OTC
Bulletin Board: XOCM) announced two commercial agreements focused
on bringing both companies more effective pricing and services to
better serve their customers while leveraging their individual
strengths.

Global Crossing will benefit from XO's alternative local and metro
access facilities, while XO Communications will take advantage of
Global Crossing's network capabilities, enabling both companies to
deliver seamless connectivity to their customers.

In the first agreement, XO Communications, a national broadband
telecommunications services provider, agreed to purchase from
Global Crossing voice termination and private line termination
services for a guaranteed minimum of $50 million over the next
five years. The agreement contains provisions for Global Crossing
to sell up to an additional $50 million in services to XO
Communications. The new agreement amends the scope of a previous
agreement for private line services between the two companies.

In a separate deal, Global Crossing and XO Communications have
amended the scope of an existing agreement for the purchase of
local access and private line data services. Under the revised
agreement, Global Crossing will purchase a guaranteed minimum of
$70 million in services from XO Communications over the next five
years. The revised agreement is structured to facilitate the
purchase of additional services over and above the committed
amount during the term of the agreement.

"These two agreements effectively leverage the synergies between
our companies to benefit customers and boost our strong
competitive positioning," said John Legere, chief executive
officer of Global Crossing. "XO recognizes the outstanding quality
and performance capabilities of our global network.
Simultaneously, the access services provided by XO enable us to
recognize substantial costs savings in excess of 40 percent, and
to streamline and optimize our access delivery, further enhancing
our ability to provide a top-of-the-line customer experience."

"We're pleased to enter such mutually beneficial commercial
arrangements with Global Crossing," said Carl Grivner, chief
executive officer of XO Communications. "Global Crossing
appreciates that XO offers an unmatched combination of high
quality services, complementary network solutions and overall
value. This is a win-win for XO and Global Crossing."

This announcement expands a beneficial business relationship that
has developed between XO Communications and Global Crossing over
the past few years. The network services agreements became
effective upon Global Crossing's emergence from Chapter 11.

XO Communications, Inc. 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.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network. Its core network
connects more than 200 cities and 27 countries worldwide, and
delivers services to more than 500 major cities, 50 countries and
5 continents around the globe. The company's global sales and
support model matches the network footprint and, like the network,
delivers a consistent customer experience worldwide.

Global Crossing IP services are global in scale, linking the
world's enterprises, governments and carriers with customers,
employees and partners worldwide in a secure environment that is
ideally suited for IP-based business applications, allowing e-
commerce to thrive. The company offers a full range of managed
data and voice products including Global Crossing IP VPN Service,
Global Crossing Managed Services and Global Crossing VoIP
services, to more than 40 percent of the Fortune 500, as well as
700 carriers, mobile operators and ISPs.

Please visit http://www.globalcrossing.com/for more information  
about Global Crossing and http://www.xo.com/for more information  
about XO Communications.


HANOVER COMPRESSOR: Melvyn N. Klein Resigns from Company's Board
----------------------------------------------------------------
Hanover Compressor Company (NYSE:HC), a global market leader in
full service natural gas compression and a leading provider of
service, fabrication and equipment for oil and natural gas
processing and transportation applications, announced that Melvyn
N. Klein has resigned as a member of its Board of Directors.

Mr. Klein, the managing general partner of GKH Partners, L.P., has
served as a director of the company since 1991. GKH Partners, L.P.
and GKH Investments, L.P., which are partnerships affiliated with
Mr. Klein, are currently shareholders of Hanover's common stock
and have been since 1991. As previously disclosed by Hanover in
its most recent proxy statement, GKH Partners has informed the
company that it has extended the wind up process of the
partnership until Jan. 25, 2004.

"Mel Klein has been a valuable member of Hanover's Board of
Directors," commented Victor Grijalva, Hanover's Chairman of the
Board. "He has been instrumental in the growth of the company
since its early stages of development and we appreciate his
efforts and contributions in helping Hanover grow into the global
organization that it is today."

"I have enjoyed my relationship with Hanover over the last
thirteen years," stated Melvyn N. Klein. "I have great respect
for, and confidence in, the company's board of directors and
executive management team. With the winding up process of the GKH
partnership coming up shortly, I feel this is the proper time for
me to move on to pursue other interests."

Hanover Compressor Company (S&P, BB- Corporate Credit Rating,
Negative) -- http://www.hanover-co.com/-- is a global market  
leader in full service natural gas compression and a leading
provider of service, fabrication and equipment for oil and natural
gas processing and transportation applications. Hanover sells and
provides this equipment on a rental, contract compression,
maintenance and acquisition leaseback basis to oil and natural gas
production, processing and transportation companies that are
increasingly seeking outsourcing solutions. Founded in 1990 and a
public company since 1997, Hanover's customers include both major
and premier independent producers as well as national oil
companies.


IDC CORPORATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: IDC Corporation
        11-40 Borden Avenue
        Long Island City, New York 11101

Bankruptcy Case No.: 04-10585

Type of Business: The Debtor is a Preferred Supplier of
                  Construction Products for the Northern New
                  Jersey and New York Metro Areas.

Chapter 11 Petition Date: January 7, 2004

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Andrew I. Radmin, Esq.
                  Carkhuff & Radmin
                  598-600 Somerset Street
                  North Plainfield, NJ 07060
                  Tel: 908-754-9400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
Knauf Fiber Glass                        $630,328
1 Knauf Drive
Shelbyville, IN

Champion Plastics                        $621,919
220 Clifton Blvd.
Clifton, NJ 07011

Guardian Fiberglass Inc.                 $130,106

Roxul Inc.                               $126,486

TRM Manufacturing                        $105,589

American Express                          $92,492

Industrial Poly MFG. Inc.                 $68,141

Bankers                                   $65,805

Specified Technologies, Inc.              $54,942

Moore Products LLC                        $54,444

Chemrex, Inc.                             $48,948

General Electric Company                  $40,562

Olympic Glove                             $37,312

Arbill Glove (Eastco)                     $36,165

Amrep, Inc.                               $33,683

Prosoco Inc.                              $30,788

Aramsco                                   $27,523

Insulation Materials Corp.                $26,459

ITW Insulation Systems                    $21,666

Back to Nature/Dynacraft Inc.             $20,938


IGAMES ENTERTAINMENT: Closes Purchase of Available Money for $6M
----------------------------------------------------------------
iGames Entertainment Inc. (OTC Bulletin Board: IGME) announced
that the acquisition of Available Money, Inc. closed effective
January 6, 2004.  The $6,000,000 purchase price was paid with a
combination of cash and stock, with $2,000,000 in cash paid at
closing.

The expedited closing was made possible through the cooperation of
Chex Services, Inc., whom iGames Entertainment has agreed to
purchase through a previously announced transaction.  Chex
Services, Inc. provided financing for the cash payment at closing
on terms that will provide Chex Services, Inc. with a 50%
participation in Available Money's revenues and income for 90
days, and a 50% participation in Available Money's income until
the financing is repaid.

Christopher Wolfington, Chairman & CEO of iGames Entertainment
stated, "This transaction achieves many of our objectives,
including a stronger presence in the traditional gaming markets,
strong revenue and cash flow, and a more diversified customer base
to up sell our other products.

"The assistance of Chex Services to complete the transaction
demonstrates the validity of our plan to leverage the talents of
our seasoned management to build our combined companies into an
industry leader," stated Mr. Wolfington.

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

                            *    *    *

                    Going Concern Uncertainty

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

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

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


IMCO RECYCLING: Pays Redemption Liability for German Subsidiary  
---------------------------------------------------------------
IMCO Recycling Inc. (NYSE: IMR) announced that its German
subsidiary, VAW-IMCO Guss und Recycling GmbH, has prepaid in full
the redemption liability for the shares in VAW-IMCO owned by Hydro
Aluminium Deutschland GmbH.

IMCO Recycling announced in March that it had acquired effective
voting control of VAW-IMCO and that, effective March 1, 2003, the
subsidiary's accounts would be consolidated into its financial
statements.

VAW-IMCO operates aluminum recycling and foundry alloy facilities
in Grevenbroich and Toging that are major suppliers to the
European auto industry and other large aluminum markets.

In addition, the company said VAW-IMCO has acquired from Hydro an
aluminum recycling furnace and related assets and real estate
located at and adjacent to a VAW-IMCO facility.  The furnace will
continue to be used to process material for Hydro under a long-
term contract.

The company funded VAW-IMCO's redemption payment using a portion
of the proceeds from its October 2003 issuance of senior secured
notes due 2010.

The company also said it has acquired full ownership of a Mexican
subsidiary in which it previously held an 85 percent interest.  
The subsidiary's plant is located in Monterrey and recycles
aluminum dross and scrap for NEMAK, S.A. under a long-term
contract.

This facility was built in 2002 and utilizes proprietary recycling
furnaces redeployed from the company's U.S. operations.  It is
located near the NEMAK plant which is the largest cylinder head
and engine block casting facility in the Western hemisphere.

Don V. Ingram, IMCO Recycling's chairman and chief executive
officer, said: "We are pleased to complete these transactions
because they will strengthen our leadership role in the world
aluminum recycling and specialty alloys industry.  VAW-IMCO
increased its capacity, productivity and processing volume in
2003, and payment of the redemption liability gives us greater
financial flexibility to pursue European growth opportunities.  
Full ownership of our Mexican subsidiary, which also raised its
volume in 2003 and began performing additional services for NEMAK,
increases our participation in the growing Mexican auto industry.  
It also effectively positions IMCO for growth opportunities
created by the North American Free Trade Agreement (NAFTA)."

IMCO Recycling Inc. (S&P, B Corporate Credit Rating, Stable
Outlook) is one of the world's largest recyclers of aluminum and
zinc.  The company has 22 U.S. production plants and five
international facilities located in Brazil, Germany, Mexico and
Wales.  IMCO Recycling's headquarters office is in Irving, Texas.


INTERMET CORP: Completes Credit Facility Refinancing Transaction
----------------------------------------------------------------
INTERMET Corporation (Nasdaq: INMT), one of the world's leading
manufacturers of cast-metal automotive components, announced the
refinancing of its senior secured credit facility with a new $210-
million facility, which includes a $90-million revolving credit
facility maturing in January 2009, and a $120-million term loan
maturing in January 2010.

The objective of this new facility is to refinance existing debt,
improve liquidity, extend maturity dates and provide for longer-
term capital.  The agreement will provide INTERMET with less
restrictive covenants and increased liquidity.

Bob Belts, Vice President of Finance and Chief Financial Officer,
said, "We are pleased with this new agreement as it provides
INTERMET with a solid foundation and the resources necessary to
implement our business strategy.  As we have indicated previously,
our strategic focus is to grow the business profitably through
organic growth of existing products and the introduction of new
technologies for continuous improvement and new product
development.  The new credit facility is key to this objective."

With headquarters in Troy, Michigan, INTERMET Corporation (S&P,
BB- Corporate Credit Rating, Negative) is a manufacturer of
powertrain, chassis/suspension and structural components for the
automotive industry.  INTERMET's strategy is to be the world's
leading supplier of cast-metal automotive components.  The company
has more than 5,500 employees at facilities located in North
America and Europe.  More information is available on the Internet
at http://www.intermet.com/


INTERPOOL INC: S&P Drops Corporate Credit Rating a Notch to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on chassis
and marine cargo container lessor Interpool Inc., including the
corporate credit rating to 'BB' from 'BB+'. All ratings remain on
CreditWatch with negative implications, where they were placed
Oct. 10, 2003.

"The downgrade reflects Interpool's weaker financial flexibility
due to the continuing delay in filing its restated 2000 and 2001,
and 2002 and 2003 audited financial statements," said Standard &
Poor's credit analyst Betsy Snyder. "While the company still has
an adequate unrestricted cash position of over $100 million, it
has limited access to other funding sources until its audited
financial statements are complete. As a result, it has had to
forego some business opportunities in a strong demand
environment," the credit analyst continued.

Interpool's initial announcement of various accounting issues and
financial statements delays occurred in March 2003. At that time,
the company indicated that any restatements were expected to be
modest--resulting in an equity decline of around 1%-2% from the
2001 year-end previously reported amount, and an immaterial impact
on previously reported cash flow. The company's most recent
announcement of a continuing delay occurred on Dec. 29, 2003, due
to the accounting for an insurance claim receivable that it booked
in 2001 when a large customer became insolvent. Interpool now
expects its restated equity to decline by over 2%. Since then, the
company has been forced to seek waivers three times from its banks
regarding the filing of its restated 2000 and 2001 financial
statements and its 2002 and 2003 audited financial statements,
and will likely have to do so again, since current waivers expire
Jan. 9, 2004. In addition, the delay of the audited financial
statements has resulted in a suspension of trading in its shares
on the New York Stock Exchange.

Interpool continues to have strong market positions in chassis and
marine cargo container leasing, as well as an adequate financial
profile for a transportation equipment lessor. Interpool is the
largest chassis lessor in North America, with a fleet of over
200,000 units. Chassis are wheeled frames attached to cargo
containers that, when combined, are equivalent to a trailer that
can be trucked to its destination. Interpool's only major
competitor in this business is privately held Flexi-Van Leasing
Inc. The chassis leasing business has tended to generate strong
and stable cash flow, even in periods of economic weakness.

Interpool's other major business is marine cargo container
leasing, in which it is one of the larger participants, with a
fleet of approximately 800,000 units. It also owns 50% of
Container Applications International Inc. Marine cargo container
leasing is a more cyclical business, dependent on global economic
merchandise trends. However, Interpool's earnings and cash flow
from marine cargo container leasing are somewhat more stable than
those of most industry participants because it concentrates on
multiyear term leases, rather than short-term "master leases." As
a result, its revenues have been affected to a lesser extent
than its major competitors over the past several years, a period
in which most of the industry had suffered from overcapacity along
with weakness in global trade, a trend that began to reverse in
mid-2002. Since then, the industry has benefited from strong
demand and utilization rates have increased substantially.

Standard & Poor's will continue to monitor Interpool's situation
regarding its completed audited financial statements and the
ongoing support of its lenders to resolve the CreditWatch.


ITS NETWORKS: Hendrick van Elst Discloses 60% Majority Stake
------------------------------------------------------------
Effective November 28, 2003, ITS Networks Inc. entered into a
Purchase Agreement with Mr. Hendrik van Elst. Under the terms of
the Agreement, Mr. van Elst agreed to purchase a given number of
shares of the common stock of the Company which will represent
approximately 60% of the issued and outstanding shares of the
common stock of the Company for a purchase price of 2,900,000
Euros.  These shares of common stock of the Company shall be
subject to the restrictions imposed pursuant to Regulation S under
the Securities Act of 1933, as amended.  No bank or other
financing was utilized in connection with the purchase of the
common stock of the Company by Mr. van Elst.

The Agreement provides for a special meeting of the stockholder of
the Company be held  on or before February 27, 2004, to elect five
members to the Board of Directors of the Company, of which three
members are to be nominated by Mr. van Elst.  The Agreement  
further provides that the Company will file a Schedule 14C
information Statement with  the U.S. Securities and Exchange
Commission within 20 days of the closing of the  Agreement.

As a result of the Agreement, there will be a change in control of
the Company.

At June 30, 2003, the company's balance sheet discloses a net
capital deficit of about $5.8 million. Working capital deficit
tops $6 million.


KB HOME: Appoints Kelly Masuda to Oversee Investor Relations
------------------------------------------------------------
KB Home (NYSE: KBH) announced Kelly Masuda, currently vice
president and treasurer overseeing treasury operations, is
assuming responsibility for the company's investor relations
activities.

Masuda joined KB Home in 2003 to implement strategies for
expanding sources of capital to finance growth and drive higher
ratings for KB Home.

"Kelly's broad knowledge of capital markets, mergers and
acquisitions and investor relations in other organizations
uniquely prepares him for the next step at KB Home," said KB Home
Chief Financial Officer Dom Cecere.  "His financial knowledge and
experience make him the ideal candidate to take this critical area
to the next level.

"The arena of investor relations, capital markets and treasury are
now under one strategic financial umbrella for KB Home," added
Cecere.

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/


KMART CORP: Wants Go-Signal to Assume & Assign Sublease to ConCar
-----------------------------------------------------------------
Andrew Goldman, Esq., at Wilmer, Cutler & Pickering, in New York,
tells the Court that pursuant to the Plan, the Kmart Corporation
Debtors sought to assume a certain sublease with National Property
Analysts Master Limited Partnership for Kmart Store No. 3595,
located in San Mateo, California.  National Property filed a
limited objection to the Plan, arguing that it was not within the
Debtors' sound business judgment to assume the Sublease.  Before
the confirmation hearing, the Debtors and National Property
entered into a "standstill" stipulation adjourning the hearing on
the sublease assumption and the Objection until after the Plan is
confirmed.  The Debtors filed their reply to the Objection on
July 8, 2003.

Mr. Goldman states that on October 27, 2003, the Court submitted
the disputes to mediation before Judge Schwartz.  However, the
matter has not been resolved through mediation and the Debtors
want to modify their request to assume the Sublease.

The Debtors, therefore, seek the Court's authority to assume the
Sublease and assign it to Concar Enterprises, Inc.

Kmart is the sublessee under that certain Lease and Sublease
Agreement dated December 1, 1973, between National Property
Analyst Master Limited Partnership -- successor-in-interest to
San Mateo Properties Co. -- as sublessor, and Kmart -- successor-
in-interest to Montgomery Ward & Co., Inc. -- as sublessee,
pursuant to which Kmart subleases from National Property certain
premises located on Delaware Street in San Mateo, California.  
The premises include a parcel of land and two buildings, the
larger of which is called the Main Building and the smaller of
which is called the Michaels Building.

National Property is the lessee under that certain Lease, dated
October 31, 1972, between Concar Enterprises, as lessor, and
National Property, as lessee, pursuant to which National Property
leases the Premises from Concar.

Kmart, as sub-sublessor, and Octane Software, Inc., as sub-
sublessee, are parties to that certain Sublease, dated April 14,
2000, pursuant to which Kmart sub-subleases to Octane a portion
of the Main Building.

Kmart, as sub-sublessor, and Michael Stores, Inc., as sub-
sublessee, are parties to that certain Lease, dated December 14,
1994, pursuant to which Kmart sub-subleases to Michaels the
entire Michaels Building.  

Pursuant to the Sublease, the Debtors have the option to purchase
National Property's ground leasehold interest in the San Mateo
Premises.  Thus, if the Court approves the Concar Assignment
Agreement, the Debtors, or under certain circumstances Concar,
will exercise the right to purchase National Property's interest
as Sublessor under the Sublease, and the concerns raised by
National Property in its Objection will become moot.

Mr. Goldman informs the Court that for the past several months,
the Debtors received numerous offers with respect to an
assignment of the San Mateo Premises, including an offer by
National Property to "buy Kmart out" of the Sublease for
$6,000,000, which the Debtors rejected as being too low.  The
Debtors determined that Concar's $13,000,000 offer is the
highest.  On November 14, 2003, after good faith, arm's-length
negotiations, the Debtors and Concar entered into an assignment
agreement with respect to the San Mateo Premises.  The salient
terms of the Concar Assignment are:

   (a) Purchase Price: $13,000,000 for the Sublease

       The Redwood Contract is a lease assignment agreement
       intended to be executed between the Debtors and Concar
       relating to the Debtors' leasehold interest in the
       premises located at Veterans Boulevard in Redwood City,
       California.

       Under the Concar Assignment Agreement, if the Debtors and
       Concar do not enter into the Redwood Contract or do not
       close the Contract by the Closing Date, the Purchase Price
       will increase by $1,000,000;

   (b) Closing

       Closing is scheduled to occur on December 31, 2003, but
       under certain circumstances, it should not occur later
       than February 28, 2004.  The Debtors will assign all their
       right, title and interest in and to the Sublease and the
       Ground Lease, as well as all improvements on the San Mateo
       Premises at the Closing, free and clear of third party
       claims.  If the assignment of the Sublease has not yet
       closed, provided Concar will indemnify and hold the
       Debtors harmless from all costs and liabilities, the
       Debtors will timely exercise the option to purchase
       National Property's ground leasehold interest as provided
       in the Sublease for Concar.  Concar will provide a letter
       of credit or other reasonable security mutually acceptable
       to the parties for the purchase price payment if Concar
       asks the Debtors to exercise the option to purchase;

   (c) Take Back Lease

       Under certain circumstances, for nominal rent, the Debtors
       may, or may be required to, enter into a short-term take
       back lease which will enable it to liquidate the
       merchandise in the San Mateo store;

   (d) Conditions to Closing

       Concar's obligation to proceed to close the assignment of
       the San Mateo premises will be expressly conditioned on
       the satisfaction or Concar's written waiver of:

       -- Concar's due diligence review;

       -- the delivery of San Mateo Premises free of title and
          encumbrances except as the parties have agreed to; and

       -- a state of repair comparable to date.

The Debtors contend that because the issue regarding the Sublease
assumption remains unresolved, even in mediation, they are now
entitled to amend or modify their request to assume the Sublease
to include its assignment to Concar, as the Mediation Order
permits.  Moreover, the assumption and assignment to Concar
allows the Debtors to immediately realize the value of the
Sublease.

Mr. Goldman adds that the Debtors' request satisfies all the
technical requirements for assumption under Sections 365(b)(1)(A)
and 365(b)(B) of the Bankruptcy Code.  The Debtors dispute
National Property's view of the required "cure costs" associated
with the assumption of the Sublease.  While the Debtors estimate
that the cure costs will not exceed $535,000, National Property
argues that the cure costs will exceed $4,000,000.  Mr. Goldman
points out that as of October 15, 2003, the Debtors had
$1,200,000,000 in cash on hand and access to an additional
$2,000,000,000 credit line.  In addition, the Debtors will
realize $13,000,000 from the Sublease assignment.  Thus, Mr.
Goldman asserts that by any reasonable measure, the Debtors have
the financial resources to make any cure payment required in
connection with the assumption of the Sublease, whether the cure
amounts be $535,000 or $4,000,000.  In addition, it is Concar to
whom the Debtors intend to assign the assumed lease, therefore,
National Property's purported concern for being in default is
rendered moot.

Moreover, there is no issue with respect to adequate assurance of
future performance under the Sublease.  As Concar is the fee
owner of the property, and National Property will be bought out
of its lease from Concar, there can be no issue as to Concar's
ability to fulfill any obligations to National Property.  And
although the Debtors do not concede that the San Mateo Premises
is part of a "shopping center" within meaning of Section 365, all
the so-called "shopping center provisions" of the Bankruptcy Code
are satisfied.  The Debtors assure the Court that there will be
no decline in percentage rent.  The percentage rent due under the
lease will remain the same because either the Debtors or another
"big box" retailer will continue to occupy the San Mateo Premises
after the assignment.  Furthermore, in accordance with Section
365(b)(3)(D), the Debtors are not aware of any tenant disruption.
(Kmart Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LEGACY HOTELS: Will Release Fourth Quarter Earnings on Jan. 27
--------------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) will
release its fourth quarter and year-end earnings on
January 27, 2004 to be followed by a conference call that day at
1:30 p.m. Eastern Time. Participating on the call will be members
of Legacy's senior management.

Investors are invited to access the call by dialing 416-695-5806
or 1-800-273-9672. You will be required to identify yourself and
the organization on whose behalf you are participating. A
recording of this call will be made available beginning at 4:30
p.m. on January 27, 2004 through to February 3, 2004. To access
the recording please dial 416-695-5800 or 1-800-408-3053 and use
the reservation number 1518834.

A live audio webcast of this conference call will be available via
Legacy's Web site -- http://www.legacyhotels.ca/.An archived  
recording of the webcast will remain available on the website
until the next quarterly earnings conference call.

Legacy is Canada's premier hotel real estate investment trust with
24 luxury and first-class hotels and resorts with over 10,000
guestrooms located in Canada and the United States. The portfolio
includes landmark properties such as Fairmont Le Chƒteau
Frontenac, The Fairmont Royal York, The Fairmont Empress and The
Fairmont Olympic Hotel, Seattle.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
downgraded its ratings on Legacy Hotels Real Estate Investment
Trust (Legacy REIT or the trust) to 'BB-'. At the same time, the
senior unsecured debt rating was lowered to 'B+' from 'BB+'. The
outlook is negative.

The 'BB-' long-term corporate credit rating on Legacy REIT
reflects the deterioration of its business risk profile and
financial risk profile. Legacy REIT's credit strengths include a
portfolio of good quality real estate assets and its prominent
market position. Legacy REIT's credit weaknesses include the
aggressive business and financial policies of management, weak and
deteriorating credit measures, liquidity concerns, and uncertainty
in the lodging sector in general. Standard & Poor's is concerned
with Legacy REIT's business and financial strategies given a
challenging lodging environment when it is experiencing weakening
credit measures.


LTV CORP: Court Grants Nod for Intercompany Claims Settlement
-------------------------------------------------------------
The LTV Corporation, and its debtor-affiliates sought and obtained
Judge Bodoh's approval for a Settlement and Release Agreement
among the LTV Debtors, the Copperweld Debtors, the VP Debtors,
Copperweld Canada, Copperweld UK, the Copperweld DIP Lenders, the
Administrative Claimants' Committee and the Noteholders'
Committee, settling intercompany claims.

The long and complex series of cash management motions, DIP
borrowings, intercompany use of funds, and orders permitted the
creation of uncertain intercompany claims.

            Terms of Settlement and Release Agreement

       (1) Releases and Covenants Not to Sue:  The LTV Debtors,
           VP Buildings and the Copperweld Entities will
           exchange mutual releases and covenants not to sue
           each other based on the Intercompany Claims.  By
           way of example only, Copperweld will release any
           claims it may have to a Junior Contribution Lien,
           while LTV Corp. will release its claims for
           reimbursement for unallocated overhead.

       (2) Transfers of Assets and Claims:  Assignments and
           transfers will occur:

             (a) A pre-petition accounts receivable owed to LTV
                 Corp. or LTV Steel by Copperweld Canada will
                 be transferred to Copperweld;

             (b) The LTV Debtors will assign all of their rights
                 in any claims against Oswego Wire Inc., to
                 Copperweld; and

             (c) LTV International will transfer its interest in
                 the capital stock of Copperweld Canada to
                 Copperweld.

       (3) Distribution of Junior Contribution Lien Collateral:
           The proceeds of the collateral securing the Junior
           Contribution Liens will be distributed in these
           amounts:
                      $55,505,501 to VP Buildings;
                       $2,207,605 to LTV Steel de Mexico;
                       $2,396,838 to LTV Blanking Corp.;
                       $1,576,861 to LTV-Walbridge; and
                       $1,387,638 to Dearborn Leasing

       (4) Settlement Payments:  In consideration of the (i)
           releases, such as Copperweld's release of its claim
           to a $42.5 million Junior Contribution Lien; (ii)
           covenants not to sue; (iii) payments; and (iv) the
           other terms of the Agreement; LTV Steel will pay
           $22 million to Copperweld and $5 million to VP
           Buildings.

       (5) Sharing of Conditional Settlement Proceeds:  If the
           sum of the net proceeds from (i) the settlement of
           certain environmental litigation between LTV Steel
           and Baker Environmental Inc.; (ii) certain of LTV
           Steel's emissions credits; (iii) the judgment or
           settlement of LTV Steel's litigation against General
           Electric Company, that is currently pending before
           the Court; and (iv) certain tax refunds related to
           LTV Steel's former Chicago Coke facility and a refund
           claim of the former LTV Aerospace and Defense Company
            -- now known as Georgia Tubing Corporation --
           exceeds $8,000,000, then LTV Steel will pay:

           (a) out of any such excess up to $10,000,000, 20% to
               Copperweld and 30% to VP Buildings; and

           (b) out of any excess greater than $10,000,000, 10%
               to Copperweld and 40% to VP Buildings; however,
               in no event will such payments exceed $3,000,000
               to Copperweld and $7,000,000 to VP Buildings.

       (6) Post-Settlement Case Administration:  Because the
           Agreement effectuates a total separation of the
           estates, the Agreement contains terms governing the
           future relationships of the Debtors, including the
           reimbursement of various expenses of administration
           of these cases.  The fees and expenses of the
           professionals retained by the Noteholders' Committee
           after January 1, 2003, through March 31, 2003, will
           be borne solely by LTV Corp., other than fees and
           expenses related to the Copperweld Debtors, which
           will be borne by Copperweld.  Fees and expenses of
           professionals for the Noteholders' Committee after
           April 1, 2003, will be borne solely by VP Buildings,
           other than fees and expenses related to the
           Copperweld Debtors, which will be borne by
           Copperweld.  The Administrative Claimants' Committee
           will consent to the salary and healthcare benefits
           for one full-time active employee of LTV Steel until
           March 31, 2004, and will not seek relief from the
           Bankruptcy Court or otherwise cause the termination
           of any health care plan.  LTV Steel will terminate
           all health care plans no later than March 31, 2004,
           and provide Copperweld with at least 90 days' notice
           of that termination.  VP Buildings and certain other
           Debtors will reimburse each of the LTV Debtors for
           the out-of-pocket expenses of administering such
           Debtor's estate paid by the LTV Debtor, as the case
           may be, pursuant to a written budget agreed to by
           the Noteholders' Committee.  The LTV Debtors will be
           entitled to reimbursement of the payment of
           Copperweld's obligation for the Copperweld Debtors'
           and LTV International's United States Trustee fees,
           fees and expenses of tax professionals to the extent
           related to tax matters concerning one or more
           Copperweld Debtors or LTV International, any other
           expenses of LTV International, and any similar items
           agreed to in writing by Copperweld.

       (7) Substantive Consolidation:  The LTV Steel and Georgia
           Tubing estates will be substantively consolidated.

       (8) No Challenge Proceeding:  The LTV Debtors, VP
           Buildings, the Administrative Claimants' Committee,
           and the Noteholders' Committee will agree not to
           challenge Copperweld's right to a tax refund
           resulting from the carry-back of operating losses
           from 2001 and 2002. (LTV Bankruptcy News, Issue No. 59;
           Bankruptcy Creditors' Service, Inc., 215/945-7000)


MERITAGE CORP: Look for Full-Year 2003 Results on January 28
------------------------------------------------------------
Meritage Corporation (NYSE:MTH) announced all-time quarterly and
full-year records for homebuilding revenue and home closings along
with fourth quarter records for new home orders and backlog.

"The year 2003 marked Meritage's 16th consecutive year of record
revenue and number of homes closed," said Steve Hilton, Co-
Chairman and Co-CEO. "The Company's revenue of $1.46 billion from
5,642 home closings is consistent with our most recent guidance
and represents a five-year CAGR of 42% and 34% respectively."

Meritage reported that for the full year 2003, homebuilding
revenue was up 31% and the number of closings increased 23% over
2002. For the full year 2003, the Company reported 6,152 orders
for new homes, with a dollar value of $1.63 billion, up 37% and
41%, respectively, over 2002. Backlog, or the number of homes
sold, but not yet closed, rose 32% over year-end 2002, to $711
million at December 31, 2003.

"Homebuilding revenue in California was up 36% for the year, and
the dollar value of orders increased 14%, driven in part by new
community openings in 2003. For the full year 2003, homebuilding
revenue was up 49% in Texas, including organic growth of 21% and
the full year impact of Hammonds Homes. The dollar value of new
orders increased 44% for the full year in Texas," said John
Landon, Co- Chairman and Co-CEO. "Homebuilding revenue in Nevada
exceeded our expectations at $134 million in 2003, reflecting the
full year impact of our Perma-Bilt Homes acquisition. In Arizona,
homebuilding revenue was down 7%, while the dollar value of orders
was up 33%, caused by the introduction of new communities during
the year."

"During the fourth quarter of 2003 Texas benefited from a
significant improvement in Austin orders as that market continued
to recover from a weaker 2002," said Mr. Hilton. "We believe the
demand for homes in Houston remains strong, though our fourth
quarter orders were temporarily impacted by timing issues with lot
completions in some of our most successful communities. This,
along with softness in some areas of the Dallas market, offset the
gains in Austin, resulting in an overall 12% reduction in the
dollar value of new orders over the prior year's fourth quarter in
Texas. We believe that overall the Texas housing market remains
good. With our already established Texas divisions and the
addition of San Antonio, we anticipate sales and closings growth
there in 2004."

"Demand for homes in our California and Arizona markets was robust
during the 2003 fourth quarter, with the dollar value of new home
orders up 109% and 58%, respectively, over the year ago quarter.
Although the dollar value of orders in Nevada decreased 17% from
last year's fourth quarter, we anticipate order activity will
rebound in the second and third quarters of 2004 as six new
communities open for sales," continued Mr. Hilton.

"We are pleased with our 2003 order activity and resulting record
year-end backlog. Our 2003 performance reaffirms our choice of
markets and our strategy to grow through organic expansion and
selective acquisitions," added Landon. "Given a steady economy and
moderate mortgage rates along with activity from our recent
acquisition of Citation Homes of Southern California, we
anticipate the number of our 2004 home closings should range
between 6,600 to 6,900, generating revenue between $1.7 and $1.8
million, which would position Meritage for a 17th consecutive
record year," concluded Mr. Landon.

Meritage plans to release its 2003 full year earnings on
Wednesday, January 28, 2004, after market closing. In conjunction
with the earnings release, the Company will hold a conference call
on Thursday, January 29, 2004 at 11:00 a.m. EST. To participate in
the call, please dial in at least five minutes before the start
time. The domestic dial-in number for the call is 1-800-946-0783
and the international dial-in number is 1-719-457-2658. The
Company will be webcasting a presentation along with the
conference call. The webcast and presentation can be accessed
through the Company's Web site at http://www.meritagehomes.com/  
The call may also be accessed through CCBN for two weeks at
http://www.fulldisclosure.com/  

Meritage Corporation (Fitch, BB Senior Unsecured Debt Rating,
Stable) designs, builds and sells distinctive single-family homes
ranging from entry-level to semi-custom luxury and has built
approximately 28,000 homes in its 18 year history. The Company was
ranked 11th in Fortune magazine's September 2003 "Fastest Growing
Companies in America" list, its third appearance on this list. In
addition, Meritage was named as the 14th largest builder in the
U.S. for 2002 by Builder magazine in their May 2003 issue. The
Company has been included in THE BLOOMBERG 100 "HOT STOCKS",
compiled by Bloomberg Personal Finance Magazine and has been
ranked 4th by Forbes magazine in its "200 Best Small Companies in
America." Meritage operates in the Phoenix and Tucson, Arizona
markets under the Monterey Homes, Hancock Communities and Meritage
Homes brand names; in the Dallas/Ft. Worth, Austin, Houston and
San Antonio, Texas markets as Legacy Homes, Hammonds Homes and
Monterey Homes; in the East San Francisco Bay and Sacramento,
California markets as Meritage Homes; in the Inland Empire,
California market as Citation Homes of Southern California; and in
Las Vegas, Nevada as Perma-Bilt Homes. The Meritage web site is
located at http://www.meritagehomes.com/NYSE, Symbol: MTH.


MIRANT CORP: Obtains Final Nod to Retain McKinsey as Consultant
---------------------------------------------------------------
The Mirant Debtors sought and obtained Judge Lynn's final approval
to employ McKinsey & Company, Inc., as their Management
Consultant, provided that:

   (a) McKinsey and its affiliates and professionals are deemed
       to be "Protected Professionals" who are entitled to the
       protections set in the Protected Persons Order;

   (b) If the Protected Persons Order is terminated, violated,
       expires or otherwise does not provide the protections it
       is expected to provide, McKinsey has the right to seek
       indemnification from the Court for any and all work
       provided to the Debtors; and

   (c) In the event that the Engagement Letter is terminated by
       the Debtors without cause, or by McKinsey with cause, the
       firm will have the right to seek additional compensation,
       in addition to its Monthly Fees, based on the time spent
       by McKinsey in its performance of services for the
       Debtors and the reasonable value of those services, upon
       application to and as determined by the Court.

Judge Lynn further rules that the fees payable to McKinsey
pursuant to the Engagement Letter will be subject to review only
pursuant to the standards set in Section 328(a) of the Bankruptcy
Code and will not be subject to the standard of review set in
Section 330 of the Bankruptcy Code.  Notwithstanding, McKinsey
will file applications for allowance of compensation and
reimbursement of expenses pursuant to the procedures set forth in
Sections 330 and 331, any applicable Bankruptcy Rules, the
applicable local bankruptcy rules, any Court orders or any
procedures the Court established; provided, however that:

   (a) the approval of McKinsey's fees and expenses will be
       subject to the established review standards; and

   (b) McKinsey will not be required to maintain time records
       for services rendered and will not be required to provide
       or conform to any schedule of hourly rates.

McKinsey is authorized to proceed and complete Phase 1 and the
initial wave of Phase II; provided, however, that the engagement
will expire and McKinsey will not be authorized to proceed with
any further services from and after February 28, 2004.  After the
earlier of the completion of the Phase II initial wave or
February 28, 2004, the Debtors are required to re-apply;
provided, however, that any subsequent order, if granted, on a
new application to employ McKinsey will contain the same terms,
conditions and protections, other than the scope and costs for
any new services performed by McKinsey.

The total fees and expenses McKinsey will incur will be paid by
the Debtors in this sharing scheme:

   (a) $160,000 by Mirant Corporation; and

   (b) the balance of the fees and expenses will be shared
       ratably by Mirant Americas Generation LLC, Mirant Chalk
       Point LLC, Mirant Lovett LLC and Mirant Canal LLC.

As management consultant, McKinsey will:

   (a) identify and prioritize opportunities at the plant level
       and across the portfolio while building a fact-base and
       project infrastructure;

   (b) design an overall rollout plan to prioritize portfolio-
       level processes;

   (c) select the plan deep dive sequence;

   (d) address plant specific improvements by assembling a
       detailed fact base on both spend and activity; and

   (e) develop cash flow and EBIT improvement ideas. (Mirant
       Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


MOHEGAN TRIBAL: 1st-Quarter 2004 Conference Call Set for Jan. 30
----------------------------------------------------------------
Mohegan Tribal Gaming Authority will host a conference call and
simultaneous webcast regarding its first quarter fiscal year 2004
operating results on Friday, January 30, 2004 at 11:00 a.m.
(Eastern Standard Time).

Those interested in participating in the call should dial as
follows:

     (888) 748-0596
     (706) 643-0107(international)

     Conference ID: 4776594

Please call five minutes in advance to ensure that you are
connected prior to the initiation of the call.  Questions and
answers will be reserved for call-in analysts and investors.

Parties who want to listen to the live conference call on the
Internet may do so through a web link on the company's Web site at
http://www.mohegansun.com/in the "About Us/Investor  
Relations/Online Presentations" section. A replay of the call and
related information will be made available at the same location
on the company's Web site for thirty days subsequent to the call.

Interested parties may also listen to a taped replay of the entire
conference call commencing at approximately 1:00 p.m. (Eastern
Standard Time) on Friday, January 30, 2004. This replay will run
through February 14, 2004.

The access number for a taped replay of the conference call is as
follows:

     (800) 642-1687
     (706) 645-9291 (international)

     Conference ID: 4776594

A transcript will be available on the Authority's website for a
period of one year following the conference call.

The Authority (S&P, BB+ Corporate Credit Rating, Stable)
is an instrumentality of the Tribe, a federally recognized Indian
tribe with an approximately 405-acre reservation situated in
southeastern Connecticut, adjacent to Uncasville, Connecticut.  
The Authority has been granted the exclusive power to conduct and
regulate gaming activities on the existing reservation of the
Tribe, including the operation of Mohegan Sun, a gaming and
entertainment complex that is situated on a 240-acre site on the
Tribe's reservation.  The Tribe's gaming operation is one of only
two legally authorized gaming operations in New England offering
traditional slot machines and table games.  Mohegan Sun currently
operates in an approximately 3.0 million square foot facility,
which includes the Casino of the Earth, Casino of the Sky, the
Shops at Mohegan Sun, a 10,000-seat Arena, a 300-seat Cabaret,
meeting and convention space and an approximately 1,200-room
luxury hotel.  More information about Mohegan Sun and the
Authority can be obtained by visiting http://www.mohegansun.com/


MORENO VALLEY: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Moreno Valley Executive Suites
        24384 Sunnymead Blvd.
        Moreno Valley, California 92553

Bankruptcy Case No.: 04-10047

Type of Business: The Debtor owns a Hotel with luxurious rooms,
                  amenities and other features located in Moreno
                  Valley.

Chapter 11 Petition Date: January 5, 2004

Court: Central District of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: Stephen R. Wade, Esq.
                  400 North Mountain Avenue Suite 214B
                  Upland, CA 91786
                  Tel: 909-985-6500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 8 Largest Unsecured Creditors:

Entity                              Claim Amount
------                              ------------
Thyssen Krupp Elevator                    $4,578

Protection Service Industries, LP         $3,041

Philpot Floor Covering                    $2,300

Southern California Edison                $1,027

Travelers Service Center                    $700

Eastern Municipal Water District             $72

Golden State Landscaping Co.                $350

Sierra Springs Equipment Leasing            $298


NATIONAL CENTURY: Files Third Amended Plan & Disclosure Statement
-----------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor
subsidiaries presented to the Court their Third Amended Joint
Plan of Liquidation and Disclosure Statement on December 24, 2003
to address the objections made by various creditors.

David J. Coles, President of National Century Financial
Enterprises, reports that these modifications are included in the
Third Amended Plan:

A. Restructuring Transactions

   In accordance with the Restructuring Transactions, in
   connection with the initial distributions of Cash and the
   transfer of Assets to the Trusts, $3,000,000 will be
   transferred to a Disbursing Agent to be held for distribution
   to the holders of Allowed Claims in Class C-7.

B. Establishment of the Amedisys Escrow

   On the Effective Date, NPF VI will establish and fund the
   Amedisys Escrow from the NPF VI September 15 Funds.  The Funds
   in the Amedisys Escrow will be distributed in accordance with
   the terms of the Amedisys Escrow Agreement, as dictated by the
   terms of a Final Order in the Amedisys Adversary Proceeding or
   any appeal therefrom or in accordance with an agreement of the
   parties.  Any funds that are not ultimately paid to Amedisys
   from the Amedisys Escrow will be distributed Pro Rata to the
   holders of Allowed Secured Claims in respect of the NPF VI
   Class A Notes.

C. Treatment of Claims

   Class C-6 General Unsecured Claims:  Unsecured Claims,
         including Noteholder Deficiency Claim, against any
         Debtor that are not otherwise classified in Class C-5,
         C-7, C-8 or C-9.

         On the Effective Date, each holder of an Allowed Claim
         in Class C-6 will receive its Pro Rata share of the
         interests in the Unencumbered Assets Trust; provided
         that the beneficial interest in the Unencumbered Assets
         Trust on account of the Noteholder Deficiency Claim will
         be divided among the NPF VI Class A Noteholders and the
         NPF XII Class A Noteholders in proportion to the amounts
         of the Noteholders' Allowed Claims, including Secured
         Claims and Deficiency Claims, in respect of the NPF VI
         Class A Notes and NPF XII Class A Notes.

         In light of the nature of the Assets that will be
         transferred to the Unencumbered Assets Trust, the
         percentage recovery for holders of Allowed Claims in
         Class C-6 is highly uncertain and therefore not subject
         to estimation.

D. The Trusts Created Pursuant to the Plan

   On the Effective Date, the Debtors will transfer all of their
   remaining Assets, after certain distributions are made and
   certain obligations are satisfied in accordance with the Plan,
   to the Trusts.  The NPF VI/XII Collateral Trust will liquidate
   the collateral of the Indenture Trustees, including the causes
   of action that constitute part of the collateral.

E. Allowed Secondary Liability Claims

   No multiple recovery on account of any Allowed Secondary
   Liability Claim will be provided or permitted.  Furthermore,
   the treatment under the Plan of Claims in respect of the
   Notes, including the Noteholder Deficiency Claim, takes into
   account and satisfies any Secondary Liability Claims on
   account of the Notes.

D. Noteholder Deficiency Claim Settlement

   The Plan constitutes a good faith proposed compromise and
   settlement of certain claims and causes of action that have
   been or may be asserted by or against the Debtors and their
   Estates.  In drafting the Plan, in consultation with their
   creditor constituencies, the Debtors considered the numerous
   Claims and Interests that had been asserted against the
   Debtors to determined that most appropriate structure for the
   Plan.  Most significant to the analysis were the Claims filed
   by the Indenture Trustees, on behalf of the NPF VI Noteholders
   and the NPF XII Noteholders, aggregating approximately
   $3,000,000,000 directly against each of the Debtors, alleging
   that they each participated in a scheme to defraud the
   Noteholders in order to fund the operations of all of the
   Debtors.  In particular, the Indenture Trustees assert that
   the NCFE Consolidated Debtors each were beneficiaries of
   improper transfers of funds from NPF VI and NPF XII.  

   As a result of these and other facts, the Indenture Trustees
   have asserted direct claims against each of the Debtors on
   theories like conspiracy, fraud, misrepresentation, unjust
   enrichment, constructive trust, breach of contractual or
   fiduciary duties, breach of implied covenants of good faith
   and fair dealing and securities fraud.  Individual Noteholders
   have asserted similar Claims.  In addition, under similar
   theories, NPF VI and NPF XII have potentially billions of
   dollars in claims against each of the NCFE Consolidated
   Debtors.

   Because these Claims constitute the overwhelming majority of
   the General Unsecured Claims of any particular Debtor, the
   Debtors determined that it would be appropriate to settle
   these Claims pursuant to the terms of the Plan.  Accordingly,
   the Plan includes a settlement of the claims and causes of
   action among NPF VI, NPF XII, the NCFE Consolidated Debtors
   and their creditors.

   The key provisions of the Noteholder Deficiency Claim
   Settlement are:

      (a) The Debtors will assign and transfer to the
          Unencumbered Assets Trust all of their rights, title
          and interest in and to all of their remaining Assets
          other than:

          * any Cash and other Assets otherwise designated for
            use or distribution under the Plan;

          * the Assets to be transferred to the CSFB Claims
            Trust;

          * the Assets to be transferred to the VI/XII Collateral
            Trust; and

          * certain Assets that have been sold or otherwise
            disposed or prior to the Effective Date;

      (b) The Noteholder Deficiency Claim against the Debtors
          will be deemed to be $2,600,000,000, plus the amount of
          Avoidance Recovery Claims of the Noteholders against
          the Debtors with respect to the Notes, less the
          expected value of distributions received by the
          Noteholders on account of their Secured Claims in
          Classes C-2A and C-3A;

      (c) All holders of General Unsecured Claims against the
          Debtors in Class C-6, including the Noteholder
          Deficiency Claim, will receive the Pro Rata shares of
          interests in the Unencumbered Assets Trust; and

      (d) No property will be distributed or retained on account
          of any Intercompany Claim, except the Intercompany  
          Claims between NPF VI and NPF XII, which are being
          compromised and settled pursuant to the Intercompany
          Settlement Agreement.

F. The VI/XII Collateral Trust

   On the Effective Date, the Debtors will assign and transfer to
   the VI/XII Collateral all of their rights, title and interest
   in and to any and all Assets of NPF VI and NPF XII encumbered
   by the liens of the Indenture Trustee, including without
   limitation all claims and causes of action relating to the
   transfer of funds by NPF VI or NPF XII to Providers.

   The VI/XII Collateral Trust will be responsible for satisfying
   all liabilities and fulfilling these obligations:

      (a) any Allowed Administrative Claims, Priority Claims or
          Priority Tax Claims that were incurred for the benefit
          of the holders of Allowed Secured Claims in respect of
          Notes and have not been paid;

      (b) any expenses incurred for the benefit or in connection
          with the operation of the VI/XII Collateral Trust; and

      (c) any other obligations of the VI/XII Collateral Trust
          expressly set forth in the Plan.

G. Tax Treatment of the Trusts

   The Trust Agreement will require the Debtors and holders of
   beneficial interests in the Trusts to treat the Trusts for tax
   purposes as "liquidating trusts" within the meaning of
   Treasury Regulation Section 301,7701-4(d) and any comparable
   provision of state or local law.

H. Termination of the Trusts

   Each Trust will terminate upon the occurrence of the earlier
   of:

      (a) a liquidation, administration and distribution of
          Assets in accordance with the Plan and the full
          performance of all other duties and functions set forth
          in the Plan and the Trust Agreement; or

      (b) the fifth anniversary of the date of the formation of
          the Trust, subject to one or more finite extensions
          approved by the Bankruptcy Court.

A full-text copy of National Century's Third Amended Plan is  
available for free at:  

     http://bankrupt.com/misc/NC3rdamendedplan_blkline.pdf    
  
A full-text copy of National Century's Third Amended Disclosure  
Statement is available for free at:  

    http://bankrupt.com/misc/NC3rddiscstatement_blkline.pdf
  
(National Century Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NORTH AMERICAN LIABILITY: Closes Triangular 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 Liability 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."

The Company's Sept. 30, 2003, balance sheet discloses a net
capital deficit of about $1.3 million.


NORTHSIDE BISHOP: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Northside Bishop Trust
        4426-B Hugh Howell Road
        Suite 200
        Tucker, Georgia 30084

Bankruptcy Case No.: 04-90152

Type of Business: The Debtor is a Trust Fund.

Chapter 11 Petition Date: January 6, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Tanya Mitchell Graham, Esq.
                  The Law Office of Tanya Mitchell Graham
                  5295 Highway 78 Suite D-359
                  Stone Mountain, GA 30087
                  Tel: 770-469-0802

Total Assets: $1,116,500

Total Debts:  $2,675,458

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Maria Costopoulos             Mortgage                $1,075,458
c/o H. Dennis Panter, Esq.
1827 Powers Ferry Rd.
Bldg. 10, Ste. 200
Atlanta, GA 30339

Maria Costopoulos             Mortgage                  $800,000
c/o H. Dennis Panter, Esq.
1827 Powers Ferry Rd.
Bldg. 10, Ste. 200
Atlanta, GA 30339

Maria Costopoulos             Mortgage                  $800,000
c/o H. Dennis Panter, Esq.
1827 Powers Ferry Rd.
Bldg. 10, Ste. 200
Atlanta, GA 30339


N-VIRO INT'L: Sept. Working Capital Deficit Balloons to $1.4Mil.
----------------------------------------------------------------
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.


PACIFIC ENERGY: Will Publish Fourth Quarter Results on Jan. 27
--------------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX), will release its fourth
quarter and full year 2003 financial results and its outlook for
2004 on Tuesday, January 27, 2004, after the market closes.

A conference call to discuss the 2003 results and 2004 outlook
will take place on January 28, 2004, at 2:00 pm Eastern Time. The
dial in number for the live call is 800-901-5241. The passcode is
32717519.

The call will be available one hour after the end of the meeting
and will be replayed for one week by dialing 888-286-8010 (toll
free) using 58669395 as the passcode.

The call will also be available both live and by replay on the
Pacific Energy Partners, L.P. Web site at
http://www.PacificEnergyPartners.com/

The web cast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's Individual Investor Network. Institutional investors can
access the call via CCBN's password-protected event management
site, StreetEvents at http://www.streetevents.com/  

Pacific Energy Partners, L.P. (Moody's, Ba2 Corporate Credit
Rating) is a Delaware limited partnership headquartered in Long
Beach, California. Pacific Energy Partners is engaged principally
in the business of gathering, transporting, storing and
distributing crude oil and other related products in California
and the Rocky Mountain region. Pacific Energy Partners generates
revenues primarily by charging tariff rates for transporting crude
oil on its pipelines and by leasing capacity in its storage
facilities. Pacific Energy Partners also buys, blends and sells
crude oil, activities that are complimentary to its pipeline
transportation business.


PACIFIC GAS: Court Clears Stipulation to Pursue Condemnation Suits
------------------------------------------------------------------
On February 8, 2002, Pacific Gas and Electric Company obtained
authority to enter into contractual commitments and expend up to
$75,000,000 in connection with a Path 15 Upgrade Project.  The
Project involves the Western Area Power Administration of the
Department of Energy's construction of a new 500 kV transmission
line between PG&E's Los Banos and Gates substations to decrease
congestion on Path 15, a series of high-capacity transmission
lines that connect customers in Northern and Southern California
and forms part of the Pacific AC Intertie linking the Pacific
Northwest and Oregon to Southern California.

To carry out the Path 15 Upgrade Project, WAPA desires to
institute two condemnation actions to acquire easements across
PG&E's Los Banos and Gates substations necessary for the
placement of the new transmission line.  To that end, WAPA
prepared two Declarations of Taking under Federal law for filing
in the U.S. District Court for the Eastern District of California
-- one pertains to PG&E's real property interests in the County
of Merced and the other pertains to its real property interests
in the County of Fresno.

The automatic stay under Section 362 of the Bankruptcy Code
prohibits WAPA from commencing and prosecuting the Condemnation
Actions.  Under applicable eminent domain law, WAPA must pay PG&E
just compensation on fair market value for the interest that WAPA
seeks to acquire.

Consequently, PG&E and WAPA agree to resolve all Condemnation-
related issues.  In a Court-approved stipulation, the parties
agree that:

   (a) The automatic stay is modified effective immediately,
       notwithstanding Rule 4001(a)(3) of the Federal Rules of
       Bankruptcy Procedure, to permit WAPA to commence and
       prosecute, and PG&E to defend against, the Condemnation
       Actions; and

   (b) Each Condemnation Action will include the Court's order
       for delivery of possession, and judgment and order of
       condemnation as to PG&E's interest in the applicable PG&E
       Property.  In the event that WAPA and PG&E reach a
       consensual resolution in either Condemnation Action of the
       Just Compensation amount to be paid to PG&E, PG&E must
       first obtain the Court's approval of the resolution before
       either party proceeds to seek a judgment in the
       Condemnation Action incorporating any consensual
       resolution. (Pacific Gas Bankruptcy News, Issue No. 68;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PARK PHARMACY: Seeks Nod for Asset Sale to Ascendant Solutions
--------------------------------------------------------------
Pursuant to a letter of intent previously executed and reported on
November 13, 2003, Ascendant Solutions, Inc., through its wholly-
owned subsidiary Dougherty's Holdings, Inc., on December 9, 2003,
entered into an Asset Purchase Agreement with Park Pharmacy
Corporation Inc., a Colorado corporation.

According to the Agreement, DHI proposes to acquire substantially
all of the assets of Seller pursuant to a Plan of Reorganization
of the Seller under Chapter 11 of the U.S. Bankruptcy Code. The
Seller has been operating as a debtor in possession since
December 2, 2002. The Assets being purchased include all of the
cash and other assets of the Seller and all equity interests of
the following entities (each wholly-owned by Seller): (i)
Dougherty's Pharmacy, Inc., (ii) Park Operating GP, LLC, (iii)
Park LP Holdings, Inc., (iv) Park-Medicine Man GP LLC (v) Park
Infusion Services, L.P., and (vi) Park-Medicine Man, L.P.  

Seller is engaged as a provider of healthcare services through its
retail pharmacies and infusion therapy/specialty pharmacy services
units. Based in Dallas, Texas, the Seller operates one retail drug
store, Dougherty's Pharmacy, Inc., in Dallas and three pharmacies
in the area between Houston and the Gulf of Mexico coast under
the name Medicine Man. Infusion therapy/specialty pharmacy
services are located in Dallas, San Antonio and Houston and are
operated under the name Park Infusion Services.  

Pursuant to the Plan and the Agreement, the Company has deposited
$100,000 in a separate bank account (such deposit to be utilized
under the Agreement as part of the purchase price if the
acquisition closes) and would invest up to $1.5 million into DHI.
DHI would then assume long-term debt of the Seller of
approximately $6.25 million. In conjunction with the acquisition
of the Assets, including accounts receivable, inventory, and cash,
DHI will be assuming certain trade payables. For the twelve months
ended June 30, 2003, the Seller had (unaudited) revenues of
approximately $43.8 million.  

The proposed acquisition is subject to various conditions,
including bankruptcy court approval, and there can be no
assurances that the acquisition will close nor that the Company
will be able to integrate and execute the Seller's business
successfully.  


PARMALAT GROUP: Pursuing Initiatives to Secure EUR$100M Financing
-----------------------------------------------------------------
Dr. Enrico Bondi, CEO and Special Commissioner for Parmalat
Finanziaria SpA, is negotiating with Parmalat's main banks to
secure up to EUR100,000,000 or $126,000,000 in financing.  The
funds will be used to support Parmalat's operating costs,
including payment for wages and suppliers.  Mr. Bondi will ask
Banca IMI, Banca Intesa SpA, Capitalia SpA and Unicredito SpA to
grant new loans for Parmalat. (Parmalat Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PETCO: Says Funds Still Sufficient to Maintain Short-Term Ops.
--------------------------------------------------------------
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.

PETCO Animal Supplies' May 3, 2003 balance sheet shows a total
shareholders' equity of about $63,000 up from a deficit of about
$11 million recorded at February 1, 2003.


PHOTON CONTROL: Inks New Arrangement with Canadian Petroleum Co.
----------------------------------------------------------------
Photon Control Inc. (TSX-VEN: PHO) is pleased to report that it
has signed an arrangement with a leading petroleum producer
headquartered in Calgary to apply Photon flow metering technology
to measure coal bed methane flow. Photon will provide optical flow
metering through a wireline services contractor beginning in the
spring of 2004. Photon will receive development funds and
engineering support to adapt its optical flow meter technology to
a downhole configuration for this purpose.

The operator chose Photon's novel optical flow meters because of
their "tremendous advantage over current technology to accurately
measure individual coal seam production." Coal bed methane flow
rates can vary widely. Conventional meters have greater
restrictions in the range of rates of flow they can measure, where
one Photon Control meter will be capable of the full range of flow
measurement, thus potentially replacing several conventional
meters or eliminating time consuming and expensive multiple
downhole readings. Also, coal bed methane flow often contains
liquids, which can create maintenance problems or damage
conventional meters. The Photon meters present no obstruction in
the flow, have no moving parts and consequently cannot be damaged
by contaminants.

Photon Control Inc. develops products that use light (photons) for
measurement and control, using the inherent advantages of light
over electricity: the immunity to electromagnetic and RF
interference, the absence of hazards from electrical arcing or
sparking or susceptibility to corrosion and short-circuiting.
Photon's products offer improvements in cost, performance and
safety. Photon manufactures its controls and sensors for
medical and hazardous environments.

                          *    *    *

                     Liquidity and Solvency

In its recent SEC filing, the company disclosed that:

"At September 30, 2003, the Company had $279,385 in cash and cash
equivalents compared to $173,394 in cash and cash equivalents and
short-term investments as at December 31, 2002 and $355,559 at
September 30, 2002. In addition there was a working capital
deficiency of $300,919 as at June 30, 2003 compared to a
deficiency of $362,235 as at December 31, 2002 and working capital
of $33,193 at September 30, 2002. This reduction in liquidity and
increased working capital deficiency were caused by continuing
losses from operations, and the Company continued to fund its
operations during Q3 2003 by issuing common shares. In a private
placement that straddled Q2 2003 and Q3 2003, gross proceeds of
$668,245 were raised in Q3 2003 for total gross proceeds from the
private placement of $1,252,336."

"The Company's future operations are dependent upon the market's
acceptance of its products in order to ultimately generate future
profitable operations, and the Company's ability to secure
sufficient financing to fund future operations. There can be no
assurance that the Company's new products will be able to secure
market acceptance. Management is of the opinion that sufficient
working capital will be obtained from operations or external
financing to meet the Company's liabilities and commitments as
they become due, although there is a risk that additional
financing will not be available on a timely basis or on terms
acceptable to the Company."


PLAYTEX PRODUCTS: Douglas D. Wheat Elected as Board's Chairman
--------------------------------------------------------------
Playtex Products, Inc. (NYSE: PYX) announced that its Board of
Directors has elected Douglas D. Wheat as Chairman of the Board to
succeed Robert B. Haas as Chairman.

Mr. Haas will remain a director of Playtex. Todd D. Robichaux was
elected as a new member of the Board, replacing Wyche H. Walton
who resigned.

Mr. Wheat has been a director of Playtex since 1995 and is
President of Haas Wheat & Partners, L.P. Mr. Robichaux is a
Managing Director of Haas Wheat. Partnerships affiliated with Haas
Wheat are major shareholders of Playtex. Mr. Walton is a Managing
Director of Haas Wheat and has been a director of Playtex since
1998.

"After serving as Chairman of the Board for eight years, I am
delighted to pass the baton of Board leadership to Doug," said Mr.
Haas. "As my long-term partner in Haas Wheat, I am certain that
Doug is exceptionally well qualified to lead the Board of Playtex
as the Company continues to focus on its strategy to enhance
growth and profitability for the long-term and to maximize
shareholder value."

Playtex Products, Inc. (S&P, B+ Long-Term Corporate Credit and
Senior Unsecured Bank Loan Ratings, Developing) is a leading
manufacturer and distributor of a diversified portfolio of
personal care and consumer products, including Playtex infant
feeding products, Wet Ones, Baby Magic, Diaper Genie, Mr. Bubble,
Playtex tampons, Banana Boat, Woolite rug and upholstery cleaning
products, Playtex gloves, Binaca and Ogilvie.


QUADRAMED CORP: Says Fourth Quarter Sales Continue Upward Trend
---------------------------------------------------------------
QuadraMed(R) Corporation (OTCBB:QMDC.OB) announced that sales for
the fourth quarter 2003 continued an upward trend.

In the quarter ended December 31, 2003, QuadraMed closed three new
Affinity(R) HIS contracts and signed a fourth contract contingent
only on approval by the hospital's Board of Directors, which is
expected on January 21, 2004. The new Affinity clients are:

     -- Marion General Hospital, a 192-bed acute care facility,

     -- Chester River Hospital Center, a not-for-profit community
        care organization affiliated with Johns Hopkins Medicine,

     -- Correctional Health Services Corporation located in Puerto
        Rico.

The fourth contract is with an 800+ bed, multi-hospital system in
the greater Chicago metropolitan area. This sale, as well as the
sales to Chester River and the Puerto Rico Correctional System,
featured QuadraMed's patient safety solutions including
Computerized Physician Order Entry, patient charting, order
management and medication management.

The strong sales of enterprise systems reflects the continued
upturn in critical HIS bookings, which began almost immediately
upon the Company completing its restatement for the years 1999
through 2001, and SEC filings for 2002.

Other fourth quarter highlights include:

-- The Los Angeles County Department of Health Services, one of
   the nation's largest public health care systems, renewed their
   Affinity contract for maintenance support and extended the
   department's relationship with QuadraMed.

-- A multi-facility health care delivery system in the Midwest
   signed a major contract for a Master Person Index project.

-- Market share for the Company's coding and compliance solutions
   in Department of Veterans Affairs (VA) hospitals continued to
   expand.

-- New contracts for the Company's Quantim(R) HIM products
   exceeded the company's expectations.

-- Quantim Abstracting was introduced bringing the total number of
   applications launched on the Quantim platform to seven in less
   than 24 months.

Throughout 2003, QuadraMed continued heavy investment in the
development of new products. For the year ended December 31, 2003,
the Company anticipates that R&D spending will total approximately
20 percent of revenues and will increase, in absolute dollars, in
2004.

"QuadraMed weathered a protracted restatement and emerged in 2003
as a stronger, more determined company than ever before," said
Michael Wilstead, President and Chief Operating Officer. "The fact
that our sales team successfully executed four new HIS contracts
in the fourth quarter, added to the two contracts signed in the
second quarter, is truly amazing considering all of the obstacles
in our path during the first half of the year. I believe that this
upward sales trend indicates that QuadraMed is well on the way to
recovering the momentum it had before the restatement began in
mid-2002."

Wilstead added, "Our strong cash flow enabled us to continue R&D
spending during the protracted restatement period. One result of
this continued investment is that our CPOE system, formally
released in March, has already produced contracts for installation
in more than 25 healthcare facilities. Its rapid acceptance in the
marketplace is due to the 'intelligent' knowledge management built
into the application, which helps customers to significantly
increase patient safety and reduce risk. Considering that the CPOE
market is still largely untapped, the market's early recognition
of our product is certainly exciting. QuadraMed's next generation
products are providing both HIS and HIM customers with real world
solutions based upon technology that promotes smarter healthcare."

QuadraMed Executive Vice President and Chief Financial Officer,
Chuck Stahl said, "We are pleased with the number of contracts and
the dollar value of those contracts signed in the fourth quarter,
and we stand by the guidance we issued in November." He added,
"During the fourth quarter our stock migrated to the OTC Bulletin
Board and we took steps to have our stock relisted on a national
exchange."

Complete revenue numbers will be available as part of the
Company's year-end filing with the SEC. Summary financial
information for 2003 is expected to be released in late February
2004. Further information about QuadraMed, its financial reports,
products and services is available by visiting the Web site at
http://www.quadramed.com/  

QuadraMed -- whose September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $15 million -- is dedicated
to improving healthcare delivery by providing innovative
healthcare information technology and services. From clinical and
patient information management to revenue cycle and health
information management, QuadraMed delivers real-world solutions
that help healthcare professionals deliver outstanding patient
care with optimum efficiency. Behind our products and services is
a staff of more than 850 professionals whose experience and
dedication to service has earned QuadraMed the trust and loyalty
of customers at more than 1,900 healthcare provider facilities. To
find out more about QuadraMed, visit http://www.quadramed.com/  

QuadraMed's SEC filings can be accessed through the Investor
Relations section of its Web site at http://www.quadramed.com/or  
through the SEC's EDGAR Database at http://www.sec.gov/   
(QuadraMed's EDGAR CIK (Central Index Key) No. 0001018833).


RANGE RESOURCES: Raises Capital Budget for 2004 by 21% to $126MM
----------------------------------------------------------------
Range Resources Corporation (NYSE:RRC) announced that a $126
million capital budget had been set for 2004.

The budget, which excludes acquisitions, represents a 21% increase
over 2003 expenditures. The budget includes $109 million for
drilling and recompletions, $15 million for land and seismic and
$2 million for the expansion and enhancement of gathering systems
and facilities. Acquisitions, particularly those in proximity to
existing properties, will continue to be pursued but are
considered too unpredictable to be specifically budgeted.

In 2003, capital expenditures excluding acquisitions were funded
with less than 75% of internal cash flow. Based on the current
futures prices and existing hedges, 2004 capital spending should
again be funded with less than 75% of internal cash flow. Excess
cash flow may be used to reduce debt, fund acquisitions, increase
capital expenditures or to repurchase stock.

In 2003, approximately $104 million was spent on capital projects
and an additional $93 million on acquisitions. The Company
participated in the drilling of 359 gross (201 net) wells and 56
gross (45 net) recompletions. In 2004, the Company expects to
drill 409 gross (237 net) wells and to undertake 35 gross (29 net)
recompletions. Approximately half the budget has been allocated to
the Southwest region, including the Permian Basin, the
Midcontinent and East Texas, with the remaining 50% equally
divided between the Gulf Coast and Appalachia regions.

Commenting, John H. Pinkerton, Range's President, said, "Last year
proved extremely rewarding for Range and its shareholders. While
year-end engineering is not complete, the 2003 drilling program
was clearly successful. Our acquisition effort yielded excellent
results, more than replacing the year's production. In total, we
expect that reserve replacement comfortably exceeded 200% for the
year. The increase in the 2004 capital budget reflects
opportunities generated by last year's drilling and acquisitions,
strong energy prices, the Company's enhanced financial strength
and an attractive project inventory. We expect the 2004 drilling
budget will allow us to continue to more than replace production,
to fuel a steady increase in production and, based on current oil
and gas prices, to generate exceptional rates of return."

Range Resources Corporation (S&P, BB- Corporate Credit Rating,
Stable Outlook) is an independent oil and gas company operating in
the Permian, Midcontinent, Gulf Coast and Appalachian regions of
the United States.


RAYOVAC CORP: Raises Earnings Projections for First-Quarter 2004
----------------------------------------------------------------
Rayovac Corporation (NYSE: ROV) announced financial results for
its fiscal 2004 first quarter ended December 29, 2003 will be
stronger than initially anticipated.

Current company estimates expect diluted earnings per share of
between 62 cents and 65 cents for the quarter versus a previous
estimate of between 58 cents and 62 cents.  The company now
expects sales of approximately $454 million for the first fiscal
quarter, an 11 percent year-over-year growth compared to pro forma
sales for F'03 including Remington.

This improved performance is based on stronger than expected sales
growth in all three geographic regions, along with favorable sales
of Remington Products, which was acquired in September 2003.

The sales improvement was driven by improving alkaline sales in
the U.S., foreign currency strength in Europe and some improvement
in Latin American business conditions.  Remington also realized
favorable year over year sales growth due in part to the rollout
of its new men's and women's shaving products.

The company will be hosting its first quarter fiscal 2004
conference call on Thursday, January 22, 2004 at 9:30 a.m. (EST).

Rayovac Corporation (S&P, B+ Corporate Credit Rating, Stable
Outlook) is a global consumer products company with a diverse
portfolio of world-class brands, including Rayovac, VARTA and
Remington. The Company holds many leading market positions
including: the world's leader in hearing aid batteries; the top
selling rechargeable battery brand in North America and Europe;
and the number one selling brand of men's and women's foil
electric razors in North America. Rayovac markets its products in
more than 100 countries and trades on the New York Stock Exchange
under the ROV symbol.


REDDY ICE: Completes Exchange Offer for 8-7/8% Senior Sub. Notes
----------------------------------------------------------------
Reddy Ice Group, Inc., completed its offer to exchange registered
8-7/8% Senior Subordinated Notes due 2011 for its 8-7/8% Senior
Subordinated Notes due 2011 that were not registered under the
Securities Act of 1933.  

As of the end of business on January 8, 2003, 100% of the Old
Notes have been tendered for exchange.  Holders of Old Notes who
properly tendered for exchange will receive the New Notes promptly
after the close of exchange offer.

Reddy Ice (S&P, B+ Corporate Credit Rating, Stable) is the largest
manufacturer and distributor of packaged ice in the United States.  
With over 2,000 employees, the Company sells its products
primarily under the widely known Reddy Ice(R) brand to more than
82,000 locations in 32 states and the District of Columbia.  The
Company provides a broad array of product offerings in the
marketplace through traditional direct store delivery, warehouse
programs, and its proprietary technology, The Ice Factory(R).  
Reddy Ice serves most significant consumer packaged goods channels
of distribution, as well as restaurants, special entertainment
events, commercial users and the agricultural sector.  Reddy Ice
Group, Inc. is a wholly owned subsidiary of Reddy Ice Holdings,
Inc., an entity owned and managed by Trimaran Capital Partners and
Bear Stearns Merchant Banking.


SHROID CONSTRUCT: Case Summary & 21 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Shroid Construction, Inc.
        3 Martin Road
        Rye, New York 10580

Bankruptcy Case No.: 04-22048

Type of Business: The Debtor is a General Contractor of
                  installing or building exterior and interior
                  walls.

Chapter 11 Petition Date: January 8, 2004

Court: Southern District of New York (White Plains)

Debtor's Counsel: Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand Greene Genovese
                  & Gluck P.C.
                  1345 Avenue of the Americas 31st Floor
                  New York, NY 10105
                  Tel: 212-586-4050

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Largest Unsecured Creditors:

Entity                             Claim Amount
------                             ------------
A&B Preferred Inc.                       $2,753

Quadrozzi Concrete Corp.               $711,820
73-02 Amstel Blvd.
Arverne, NY 11692-0179

Cement & Concrete Fringe Funds         $290,354
35-30 Francis Lewis Blvd.
Flushing, NY 11358

Allied North America                   $175,200
Insurance Brokerage

Manhattan Demo                         $151,383

Mason Tenders Dist. Council            $120,730

Jordan Panel Systems                   $102,638

Quest Concrete Corp.                    $98,260

State of New York                       $84,334

US Rebar, Inc.                          $72,046

Bricklayers Fringe Benefit Funds        $70,012

Island Reinforcing                      $69,929

NYS Employment Taxes                    $50,061

Pioneer Windows, Inc.                   $47,616

Kel-Tech Construction Inc.              $46,850

Medway Construction, Inc.               $43,690

Hyde Park                               $37,367

Mason Industries Inc.                   $37,275

Metron Environmental Ltd.               $36,563

Moretrench American Corp.               $34,795

Blueprint Plumbing Corp.                $32,778


SIERRA PACIFIC: CPUC Approves 8.8% Electric Rates Increase
----------------------------------------------------------
The California Public Utilities Commission (CPUC) approved an
increase in rates for the approximately 45,000 electric customers
in the Lake Tahoe region of California served by Sierra Pacific
Power Company, a wholly owned subsidiary of Sierra Pacific
Resources (NYSE: SRP).

Effective January 2004, the $3 million, or 8.8%, increase is
applicable to all customer classes except medium and large
commercial customers, who will instead see an increase in their
monthly customer charge that offsets any overall increase in their
rates.  For typical residential customers using 650 kilowatt hours
of electricity the increase will be $4.27 per month, or 6.7%.

Sierra Pacific filed for the increase in April 2002 to cover
capital expenditures for new investments in the company's electric
system and maintenance of facilities to distribute electricity to
customers, according to Jeff Ceccarelli, President of Sierra
Pacific Power Company.

"Even with this increase, our customers' electric rates are
approximately 25-40 percent lower than they are for Californians
served by the state's largest utilities," Ceccarelli said.

Sierra Pacific's request was the second of a two-phased filing the
company began in June 2001.  The first phase allowed the company
to recover soaring costs of fuel and power purchased by Sierra
Pacific on behalf of its customers during the 2000-2001 energy
crisis throughout the West.

The CPUC action also reinstated the Energy Cost Adjustment Clause
(ECAC), which will allow Sierra Pacific to file for periodic
adjustments to reflect its actual costs for wholesale energy
supplies.  These costs are passed through dollar-for-dollar to
customers with no profit to the utility. Under the ECAC, rates
would be lowered if fuel and wholesale energy costs were to
decline, or rates would increase if these costs were to rise.

Approximately 80 percent of Sierra Pacific's California customers
reside in the Lake Tahoe Basin.  The company's California service
area extends from Portola in the north to Markleeville, Topaz Lake
and Coleville in the south. Sierra Pacific has approximately
275,000 customers in northern Nevada.

Headquartered in Nevada, Sierra Pacific Resources (S&P, B+
Corporate Credit Rating, Negative) is a holding company whose
principal subsidiaries are Nevada Power Company, the electric
utility for most of southern Nevada, and Sierra Pacific Power
Company, the electric utility for most of northern Nevada and the
Lake Tahoe area of California. Sierra Pacific Power Company also
distributes natural gas in the Reno-Sparks area of northern
Nevada. Other subsidiaries include the Tuscarora Gas Pipeline
Company, which owns a 50 percent interest in an interstate natural
gas transmission partnership.


SIRIUS SATELLITE: Will Publish Q4 and FY 2003 Results on Jan. 28
----------------------------------------------------------------
SIRIUS (Nasdaq: SIRI), known for delivering the very best in
commercial-free music and premium audio entertainment to cars and
homes across the country, will announce year-end and fourth
quarter 2003 financial and operating results on Wednesday,
January 28, 2004.

The company will hold a conference call at 10:00 A.M., Eastern
Time.  To access the call, please dial in approximately 10 minutes
prior to the start time using one of the numbers below:

     Call-in number: (973) 582-2745
     Toll-free number: (877) 691-0878
     Moderator: Joseph Clayton

The conference call will be simultaneously web-cast at
http://www.sirius.com/

If you are unable to participate in the live call on January 28,
an audio replay will be available after 12:00 P.M., Eastern Time,
on January 29, through midnight on February 28. To access a replay
of the call, please visit http://www.sirius.com/or dial one of  
the numbers below:

     Replay number: (973) 341-3080
     Toll-free replay number: (877) 519-4471
     Pass code: 4373514

SIRIUS (S&P, CCC Corporate Credit Rating, Stable) is the only
satellite radio service bringing listeners more than 100 streams
of the best music and entertainment coast-to-coast.  SIRIUS offers
60 music streams with no commercials, along with over 40 world-
class sports, news and entertainment streams for a monthly
subscription fee of only $12.95, with greater savings for upfront
payments of multiple months or a year or more.  Stream Jockeys
create and deliver uncompromised music in virtually every genre to
our listeners 24 hours a day.  Satellite radio products bringing
SIRIUS to listeners in the car, truck, home, RV and boat are
manufactured by Kenwood, Panasonic, Clarion and Audiovox, and are
available at major retailers including Circuit City, Best Buy, Car
Toys, Good Guys, Tweeter, Ultimate Electronics, Sears and
Crutchfield.  SIRIUS is the leading OEM satellite radio provider,
with exclusive partnerships with DaimlerChrysler, Ford and BMW.  
Automotive brands currently offering SIRIUS radios in select new
car models include BMW, MINI, Chrysler, Dodge, Jeep(R), Nissan,
Infiniti, Mazda and Audi.  Automotive brands that have announced
plans to offer SIRIUS in select models include Ford, Lincoln,
Mercury, Mercedes-Benz, Jaguar, Volvo, Volkswagen, Land Rover and
Aston Martin.


SK GLOBAL AMERICA: Gets Until March 22, 2004 to Decide on Leases
----------------------------------------------------------------
SK Global America, Inc. is a party to four unexpired leases of
nonresidential real property that have neither been assumed nor
rejected.  Pursuant to Section 365(d)(4) of the Bankruptcy Code,
the Debtor asked and obtained the Court's approval to further
extend the time within which it may assume or reject the Leases,
to March 22, 2004.  

The request is without prejudice to the rights of each of the
lessors to seek, for cause shown, an earlier date upon which the
Debtor must assume or reject a specific Lease.

By Court Order dated November 5, 2003, the Debtor's exclusive
periods to file a plan and solicit acceptances to the plan were
likewise extended to March 18, 2004, and May 18, 2004. (SK Global
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SLATER STEEL: Seeks CCAA Stay Extension for Sorel-Tracy Plant
-------------------------------------------------------------
Mississauga-based Slater Steel Inc. will once again request
extended court protection under the Companies' Creditors
Arrangement Act (CCAA) for its Atlas Stainless Steels plant in
Sorel-Tracy.

The company sought court approval Friday to wind down operations
at the plant, which employs more than 400 workers affiliated with
the Confederation des syndicats nationaux. But, according to the
company's motion, Slater will instead ask the Ontario Superior
Court of Justice to extend its creditor protection from its
original deadline of Jan. 30 until Feb. 27.

During a press conference in Montreal Thursday morning, CSN
President Claudette Carbonneau launched an urgent call for Slater
to return to the negotiating table in order to examine together
all avenues that would ensure the future of the Atlas Steels
plant.

Carbonneau deplored the fact that, until now, the steel maker was
not prepared to engage in serious discussions. "Taking into
account the stakes involved, including the preservation of jobs
and an important industrial sector in the Sorel-Tracy region,"
said the CSN president, "we believe that dialogue is preferable to
the liquidation of the company's operations."

                        A Clear Mandate

The president of the union at Atlas Stainless Steels, Yves
Lariv‚e, put the situation in context this morning. "Even though
they rejected financial concessions demanded by the employer by 94
per cent last Dec. 17, the workers did not tell us to close the
book on the matter," explained Lariv‚e. "They never rejected the
clear mandate that we were given in October, which is to negotiate
with the company on the whole future of the plant. The union is
ready to begin negotiations [Thurs]day [last week]."

                       Recall the Facts

In a letter sent Thursday morning to Slater Steel's senior vice-
president, Mr. Paul Davis, the union reviewed the facts of the
situation. Last May, the union and the company reached a five-year
collective agreement that contained several accommodations aimed
at assuring the financial health of the plant at Sorel-Tracy.
However, the company then decided to request bankruptcy protection
from its creditors days later, on June 2.

In August, Slater's representatives met with union leaders at its
plants in Quebec and elsewhere in North America to demand
financial concessions totaling $30 million, including $4 million
from workers in Sorel-Tracy.

The letter also reiterates that last autumn it had proposed an
approach intended to overhaul the way work is organized at the
plant with an eye to increasing its profitability, prior to any
talks touching on more financial concessions.


SLATER STEEL: Union Launches Call for Negotiations with Company
---------------------------------------------------------------
Claudette Carbonneau, president of the Confederation des syndicats
nationaux, launched an urgent call for negotiations with the
Mississauga-based Slater Steel company in a last-ditch effort to
assure the future of its Atlas Stainless Steels plant in Sorel-
Tracy.

Under bankruptcy protection, Slater Steel is expected to depose a
request in an Ontario court Friday to liquidate its assets at the
Atlas Steels plant, as well as at its installations in Hamilton.

"With more than 400 jobs threatened in Sorel-Tracy, a region
already in economic difficulty, we find it absurd that the
employer has not participated in serious discussions with the
union concerning the situation at Atlas Steels," said Carbonneau.
"Rather than having a real discussion, we've been treated to a
farce."

                     An Unusual Strategy

In the presence of the president of the Federation de la
metallurgie (CSN), Alain Lampron, Carbonneau also stated, "We do
not understand why the company does not want to examine all
avenues in an effort to maintain its activities at Sorel-Tracy and
the jobs that go with them."

The CSN president is astonished that "Slater continues to demand
salary concessions and refuses to consider any other solution to
make the plant more profitable, including reorganizing work in a
more efficient manner."

Alain Lampron also finds Slater's strategy curious, to say the
least. "Why does Slater want to liquidate its assets at any price
rather than sitting down with the union and discussing the
situation?" Lampron asked. "It's very unusual that it's the
company, rather than its creditors, that is asking for
liquidation."

Yves Larivee, president of the union at Atlas Stainless Steels in
Sorel- Tracy, maintains that the plant is still profitable for the
company. "The order card is full until spring and Atlas is still
accepting more," he noted.

                         A Clear Mandate

"Even though they rejected financial concessions demanded by the
employer by 94 per cent last Dec. 17, the workers did not tell us
to close the book on the matter," explained Lariv‚e. "They never
rejected the clear mandate that we were given in October, which is
to negotiate with the company on the whole future of the plant.
The union is ready to begin negotiations [Thurs]day." Lariv‚e
added that the union has always been careful to keep its members
informed of the situation.

                        Recall the Facts

In a letter sent this morning to Slater Steel's senior vice-
president, Paul Davis, the union reviewed the facts of the case at
Atlas Steels.

Last May, the union and the company reached a five-year collective
agreement that contained several accommodations aimed at assuring
the financial health of the plant at Sorel-Tracy.

However, the company then decided to request bankruptcy protection
from its creditors days later, on June 2.

In August, Slater's representatives met with union leaders at its
plants in Quebec and elsewhere in North America to demand
financial concessions totalling $30 million, including $4 million
from workers in Sorel-Tracy.

In the letter addressed to Mr. Davis, the union deplores the fact
that, "So far, we have not been able to have comprehensive
discussions on the overall situation with you or your
representatives. None of the discussions that have taken place
have been fully transparent or conducted on the basis of complete
information about the immediate and medium-term future of your
Sorel- Tracy plant."

The letter recalls as well that last autumn the union proposed an
approach intended reorganize work at the plant with an eye to
increasing its profitability, prior to any talks touching on more
financial concessions.

"It is five minutes to midnight," concluded CSN president
Carbonneau. "In the interests of all, we believe that Slater Steel
must choose the route of dialogue rather than undertaking judicial
procedures."


SOLUTIA INC: Obtains Extension to March 2 to File Schedules
-----------------------------------------------------------
Section 521 of the Bankruptcy Code provides that a debtor will
file its schedules of assets and liabilities and statements of
financial affairs within 15 days after filing "unless the court
orders otherwise."  Rules 1007(b) and (c) of the Federal Rules of
Bankruptcy Procedure require a debtor to file its Schedules and
Statements with its voluntary petition or, if the petition is
accompanied by a list of the debtor's creditors, within 15 days
from the date of filing its voluntary petition.

Solutia, Inc., and its debtor-affiliates tell the U.S. Bankruptcy
Court that a result of (a) the substantial size and scope of the
Debtors' businesses, (b) the complexity of their financial
affairs, (c) the limited staffing available to perform the
required internal review of the Debtors' accounts and affairs, and
(d) the press of business incident to the commencement of their
Chapter 11 cases, it was impossible to assemble the information
necessary to complete and file the Schedules and Statements before
the Petition Date.  

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, in New York
tells Judge Beatty, the Debtors likely will not be able to
complete their Schedules and Statements for weeks.  Mr. Reilly
points out that completing the Schedules and Statements accurately
for each of the 15 Debtors will require the collection, review and
assembly of a substantial amount of information.  The Debtors must
conduct a detailed review and valuation of their assets, and must
ascertain the pertinent information, including addresses and claim
amounts as of the Petition Date, for thousands of creditors and
contracting parties.

For many creditors, though, invoices indicating the amounts due
as of the Petition Date will still be outstanding 15 days from
now.  Therefore, if the Debtors were to file the Schedules and
Statements within the requisite 15-day period, they likely would
have to amend the Schedules and Statements later on to reflect
accurately the amounts they owe.

Mr. Reilly also notes that the employees who are occupied with
the complex transition toward operating the Debtors' businesses
in compliance with Bankruptcy Code requirements -- such as
accounts payable personnel who must distinguish between
prepetition and postpetition obligations -- are the same people
who are needed to compile the required information for the
Schedules and Statements.  In the immediate weeks ahead, the
Debtors require the time and effort of these employees to be
focused on the transition to Bankruptcy Code compliance.  
Therefore, the Debtors would be very hard pressed to complete the
Schedules and Statements within the 15-day period.

While the Debtors intend to complete the Schedules and Statements
as quickly as possible, it will be virtually impossible for them
to complete the Schedules and Statements accurately within the
time period specified by Bankruptcy Rule 1007(c) while
maintaining a smooth transition to operations under Chapter 11.  
For this reason, the Court extended the Debtors' time to file the
Schedules and Statements to and including March 2, 2004.

"[The extension] of time will contribute to the efficient
administration of these chapter 11 cases by allowing the Debtors
to devote additional time and resources toward the complete and
accurate preparation of the Statements and Schedules, thereby
providing a more complete foundation for the administration of
claims against the Debtors and for the development of a plan or
plans of reorganization in these cases," Mr. Reilly explains.
(Solutia Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SOLUTIA INC: Final DIP Financing Hearing Scheduled for Friday
-------------------------------------------------------------
Solutia Inc. (Pinksheets: SOLUQ) announced that the U.S.
Bankruptcy Court hearing on its application for approval of final
debtor-in-possession financing, originally scheduled for Jan. 9,
has been adjourned to 11 a.m. on Friday, Jan. 16.

An order approving interim DIP financing was entered by the U.S.
Bankruptcy Court on Dec. 19, 2003.

On Jan. 5, 2004, the Office of the U.S. Trustee announced the
selection of a Creditors' Committee for Solutia's chapter 11
proceedings. That Committee, upon being formed and having chosen
legal and financial advisors, requested that Solutia adjourn the
hearing on final DIP financing to give the Creditors' Committee
and its advisors time to study the proposed financing and to
comment thereon. In light of Solutia's current liquidity of
approximately $170 million (of which $140 million is in the United
States), Solutia agreed to request a brief adjournment and the
Court adjourned the hearing to Jan. 16.

As a result of the interim DIP approval, Solutia has received
expressions of interest in providing final DIP financing from a
number of financial institutions which had previously elected not
to submit a financing proposal to the Company. These expressions
of interest contemplate a financing which appears to be on more
favorable terms to Solutia than that currently proposed by the
existing DIP lenders. As required by its fiduciary duties under
the Bankruptcy Code, Solutia intends to use the time leading up to
the final hearing on Jan. 16 to investigate such possibilities to
determine if there are alternative financing arrangements
available on the required timetable which are more favorable to it
than the currently proposed DIP financing with the interim DIP
lenders and to then seek Court approval on Jan. 16 of the best
final DIP financing available to it.

Solutia -- http://www.Solutia.com/-- uses world-class skills in  
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day. Solutia
is a world leader in performance films for laminated safety glass
and after-market applications; process development and scale-up
services for pharmaceutical fine chemicals; specialties such as
water treatment chemicals, heat transfer fluids and aviation
hydraulic fluid and an integrated family of nylon products
including high-performance polymers and fibers.


SPIEGEL GROUP: Reports 33% Drop in Net Sales for December 2003
--------------------------------------------------------------
The Spiegel Group reported net sales of $249.2 million for the
five weeks ended January 3, 2004, a 33% decrease compared to net
sales of $371.8 million for the five weeks ended December 28,
2002.

Net sales for the 53-week period ended January 3, 2004, decreased
23% to $1.763 billion from $2.282 billion for the 52-weeks ended
December 28, 2002. Excluding net sales from the extra week in the
2003 fiscal year, net sales decreased 24% compared to the same 52-
week period in 2002.

The company also reported that comparable-store sales for its
Eddie Bauer division decreased 3% for the five-week period and 6%
for the 53-week period ended January 3, 2004, compared to the same
periods last year.

Net sales from retail and outlet stores for the month decreased 27
percent compared to the same period last year, primarily as a
result of store closings. The company has reduced its store base
by 18 percent, operating 469 stores at the end of December 2003
compared to 573 stores at the end of December 2002. Most of the
store closings resulted from actions taken as part of the
company's ongoing reorganization process.

The Group's direct net sales (catalog and e-commerce) decreased 42
percent for the month compared to the same period last year,
primarily due to lower customer demand and a planned reduction in
catalog circulation.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, specialty retail and outlet stores, and e-
commerce sites, including eddiebauer.com , newport-news.com and
spiegel.com . The Spiegel Group's businesses include Eddie Bauer,
Newport News and Spiegel Catalog. Investor relations information
is available on The Spiegel Group Web site at
http://www.thespiegelgroup.com/


SYNQUEST: Board Okays Merger Between Viewlocity & Viesta Cos.
-------------------------------------------------------------
Synquest Inc.'s Board of Directors, based upon the approval and
recommendation of a special committee of the board, has approved
an Agreement and Plan of Merger dated September 19, 2003, between
Viewlocity, Viesta Corporation and Viesta Acquisition Corporation,
and the transactions contemplated thereby.

The holders of approximately 69% of the outstanding shares of
Synquest common stock and Series A preferred stock, voting
together as a single class (with the Series A preferred stock
voting on a one vote per share basis), have approved the Merger
Agreement and the transactions contemplated thereby by written
consent in lieu of a meeting. As a result, no further action by
shareholders is required.     

Pursuant to the Merger Agreement, Viesta will acquire Viewlocity
through a merger of Merger Sub with and into Viewlocity with
Viewlocity remaining as the surviving corporation. Viewlocity will
become a wholly-owned subsidiary of Viesta as a result of the
Merger. Upon the effective time of the Merger, the holders of
Viewlocity's common stock will receive an aggregate of $80.00 in
cash (or approximately $0.000014 for each share of common stock)
and the holders of Viewlocity's Series A preferred stock will
receive an aggregate of $920.00 in cash (or approximately
$0.000083 for each share of Series A preferred stock). As a
result, a common shareholder will need to hold at least 715 shares
of common stock in order to receive the minimum payment of $0.01
(one cent) and a preferred shareholder will need to hold at least
121 shares of Series A preferred stock in order to receive the
minimum payment of $0.01 (one cent).    

As a condition to the Merger, certain of Viewlocity's creditors
have agreed to reduce the amounts that Viewlocity owes to them and
to restructure the terms of Viewlocity's obligations to them. The
consummation of the Merger and the creditors' obligation to reduce
and restructure Viewlocity's obligations are conditioned upon
Viesta receiving at least $7.0 million in equity investments prior
to the Merger. Investcorp/(212) Ventures Technology Fund I, L.P.
has agreed with Viesta that it will invest at least $7.0 million
in Viesta, subject to reduction to the extent other investors
invest in Viesta. It is anticipated that certain of Viewlocity's
current shareholders also will be investors in Viesta. As
previously disclosed in Viewlocity' s filings with the Securities
and Exchange Commission, Viewlocity had determined that it needed
to restructure its existing debt and raise additional debt or
equity capital, or engage in another strategic transaction, in
order to meet its financial obligations and to continue as a going
concern. As a result of Viewlocity's current financial condition,
including the level of its indebtedness and the fact that
Viewlocity is in default as to certain of its indebtedness,
Viewlocity is insolvent or near insolvency. In the absence of
additional capital or a strategic transaction, it is unlikely
Viewlocity will be able to continue to operate as a going concern.
Prior to executing the Merger Agreement, Viewlocity engaged in
discussions with numerous potential third party acquirers and
investors and considered multiple strategic alternatives. During
this process, Viewlocity actively sought third party investors,
including potential investments from certain of its current
shareholders, as well as business combination transactions that if
consummated would have provided additional capital to Viewlocity.
Viewlocity also pursued transactions that involved the sale of
Viewlocity. However, none of the potential investors would agree
to make an investment in Viewlocity, and none of the potential
third-party acquirers, including Viesta, expressed an interest in
a transaction that would provide more than nominal consideration
to Viewlocity's shareholders. Based on the limited number of
alternatives available, and an evaluation of these alternatives,
Viewlocity's special committee and Board of Directors concluded
that none of the other available alternatives would provide a more
favorable financial result for Viewlocity's shareholders and
creditors than the Merger and that the Merger is in the best
interests of Viewlocity's shareholders (other than those
shareholders who may invest in Viesta) and Viewlocity's creditors.
Viewlocity's special committee and Board of Directors reached this
conclusion in part because the Merger and debt restructuring will
provide Viewlocity's creditors with a greater opportunity to
recover more of the amounts owed to them in the future and provide
Viewlocity with the working capital necessary to continue as a
going concern.  The Merger has not been approved or disapproved by
the SEC or any state securities regulator, nor has the SEC or any
state securities regulator passed upon the fairness or merits of
the Merger or upon the accuracy or adequacy of the information
sent shareholders. Any representation to the contrary is a
criminal offense.     

Pursuant to Georgia law, Viewlocity is sending such notice to
shareholders who were record holders of shares of Viewlocity
capital stock at the close of business on September 15, 2003,
which is the first date on which shareholders executed the written
consent approving the Merger Agreement and the transactions
contemplated thereby. Pursuant to SEC rules, Viewlocity also is
sending such notice to shareholders who were holders of record of
Viewlocity capital stock at the close of business on December 10,
2003. Shareholder consent is not required and is not being
solicited in connection with this action. Pursuant to the Georgia
Business Corporation Code, shareholders were  provided with notice
of the approval of the Merger Agreement and the transactions
contemplated thereby, which approval was made by written consent
of the holders of a majority of the voting power of Viewlocity's
shareholders in the aggregate.

                         *   *   *

In its Nov. 13, 2003, Form 10-Q filing, the company reported:

"As previously disclosed in our filings with the Securities and
Exchange Commission, we had determined that we needed to
restructure our existing debt and raise additional debt or equity
capital, or engage in another strategic transaction, in order to
meet our financial obligations and to continue as a going concern.
As a result of our current financial condition, including the
level of our indebtedness, we are at or near the zone of
insolvency. In the absence of additional capital or a strategic
transaction, it is unlikely we will be able to continue to operate
as a going concern."


TENFOLD CORP: Ends 2003 with $12 Million in Cash Balances
---------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, announced its year-end 2003 cash balances
and affirmed prior earnings guidance.

TenFold had cash balances of approximately $12.2 million as of the
close of the fourth quarter of 2003 on December 31, 2003.

"Over the last three years of this turnaround, we've followed the
mantra 'cash is king,'" said Nancy Harvey, TenFold's President and
CEO.  "Tight fiscal and operational management enabled us to
maintain steady end-of-quarter cash balances in each of the last
four quarters.  And, after our recent private placement, we exited
Q4 with the strongest cash balance in several years."

"EnterpriseTenFold is the first in the most important software
category of all time," said Jeffrey L. Walker, TenFold's Founder
and Chairman.  "With relentless discipline, Nancy and her team
established a solid runway for TenFold.  Now, with a stronger cash
position and demonstrated services chassis, we can expect TenFold
to intensify awareness building and begin to build a sales engine
to take advantage of our unique, proven technology platform."

"At this time, we foresee no material changes to our prior
earnings guidance," added Dr. Harvey.  "We expect to release our
year-end financial results by early February pending completion of
our year-end audit.  We anticipate reporting break even to
modestly positive operating profitability for the fourth quarter
of 2003."

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

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


TENNECO AUTOMOTIVE: Will Publish Q4 & FY 2003 Results on Jan. 27
----------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) plans to issue its fourth quarter
and full-year 2003 earnings news release before the market opens
on Tuesday, January 27, 2004, and hold a conference call the same
day at 10:30 a.m. EST.  The purpose of the call is to discuss the
company's results of operations for the last fiscal quarter, as
well as other matters that may impact the company's outlook.

    News Release:        Before the market opens on Tuesday,
                         January 27, 2004. The news release will
                         be sent by email and fax to the Tenneco
                         Automotive investor distribution list and
                         will be available on First Call,
                         PRNewswire and the Tenneco Automotive Web
                         site.

    Conference Call:     Tuesday, January 27, 2004
                         The conference call will be hosted by
                         Mark Frissora, chairman and CEO and Ken
                         Trammell, senior vice president and chief
                         financial officer.

    Time:                10:30 a.m. Eastern time
                         9:30 a.m. Central time

    Phone Numbers:       888 394-4822 (domestic)
                         773 756-4631 (international)

    Passcode:            Tenneco Auto

    Conference Leader:   Leslie Hunziker

    Call Playback:       Available one hour following completion
                         of the call on Tuesday, January 27, 2004
                         through 5:00 p.m. EST, February 3, 2004.  
                         Call 800 679-9662 domestic or
                         402 220-0283 international.

    Web Site Broadcast:  http://www.tenneco-automotive.com/
                         For a "listen only" broadcast, go to the
                         company's Web site and select the "live
                         web cast" link.  Please go to the Web
                         site at least 15 minutes prior to the
                         start of the call to register and
                         download and install any necessary audio
                         software.  A replay of this call will
                         also be available on the Tenneco
                         Automotive Web site.

Tenneco Automotive (S&P, B Corporate Credit Rating, Stable
Outlook) is a $3.5 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,600
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names.  Among its products are
Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(R) mufflers and DynoMax(R)
performance exhaust products, and Monroe(R) Clevite(R) vibration
control components.


TIMES SQUARE HOTEL: S&P Puts BB+ Certs. Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' rating on
Times Square Hotel Trust's mortgage and lease amortizing
certificates on CreditWatch with negative implications.

The rating action follows the Jan. 7, 2003 placement of Standard &
Poor's 'BB+' corporate credit rating on Starwood Hotels & Resorts
Worldwide Inc. on CreditWatch negative. The Jan. 7, 2003
CreditWatch listing followed Starwood's recent announcement that
it, along with Lehman Brothers Holdings Inc., acquired all of the
outstanding senior debt of Le Meridien Hotels and Resorts Ltd.

The rating on Times Square Hotel Trust is based on the payments
and obligations of Starwood pursuant to a triple net lease of the
W New York-Times Square Hotel (the W - hotel) located on Broadway
at 47th Street, and as such, is dependent upon the corporate
credit rating on Starwood.


TOYS "R" US: S&P Cuts L-T Corp. Rating to Speculative Grade Level
-----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on Toys "R"
Us Inc. The long-term corporate credit rating was lowered to 'BB+'
from 'BBB-' and the short-term corporate credit rating was lowered
to 'B' from 'A-3'. In addition, the long-term ratings on the
company were placed on CreditWatch with negative implications.

"The downgrade reflects the continued deterioration in Toys "R"
Us' U.S. toy business and Standard & Poor's expectation that the
company will not show the recovery in performance and credit
ratios that was incorporated into the previous ratings," said
credit analyst Diane Shand. Toys' operations are being affected by
intense competition from Wal-Mart and Target. The company recently
announced 2003 holiday sales in the U.S. toy division decreased
4.9%, and that margins were under significant pressure because it
lowered prices to protect market share. However, it did not
provide other specific financial information. Although Toys is the
largest specialty toy retailer in the U.S., discount department
stores have been gaining share since the late 1990s, as price has
proven to be a compelling driver of seasonal sales.

Although some benefits are coming from the growing Babies 'R' Us
business and international operations, as well as from the
decision to close Kids "R" Us and Imaginarian Stores, Standard &
Poor's does not expect operating performance to meaningfully
improve until the U.S. toy business turns. Standard & Poor's
believes that Toys will continue to gain share from a dwindling
number of independents, but that it will continue to be
challenged by Wal-Mart and Target. Discounters often use low
prices on toys to generate traffic, offsetting the loss in gross
margin with other categories. In addition, Toys is not expanding
its store base, but Wal-Mart and Target are aggressively growing
theirs. Wal-Mart's current share of the U.S. toy market is
estimated to be about 20%, versus Toys' share of about 17%.0-
17.5%.

Toys retains its important position in the toy industry, a
geographically diverse store base, and good financial flexibility.
However, the company has an inconsistent record of performance
since 1995, and has not been able to reverse the negative trend in
its U.S. toy business despite management's repositioning efforts.
Standard & Poor's assessment is that Toys' business and financial
profiles are no longer consistent with an investment-grade rating.
Standard & Poor's CreditWatch review will determine whether a
'BB+' or 'BB' corporate credit rating better reflects the
company's business position and financial profile.


UNITED HOUSING: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: United Housing & Educational Development Corporation
        5650 S. 12th Ave. Ste 116
        Tucson, Arizona 85706

Bankruptcy Case No.: 04-00059

Type of Business: The Debtor provides Housing Loan programs and
                  community development services.

Chapter 11 Petition Date: January 8, 2004

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks PC
                  110 South Church Avenue #2270
                  Tucson, AZ 85701
                  Tel: 520-623-8330
                  Fax: 520-623-9157

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bank One, NA                                          $1,263,000
Managed Assets
P.O. Box 72, Dept. AZ1-1325
Phoenix, AZ 85001

PPEP/PMHDC                    Trade Debt                $290,379
1100 Ajo Way, Suite 210
Tucson, AZ 85713

Internal Revenue Service      taxes                     $266,251
210 E. Earll Dr.
Phoenix, AZ 85012

W.L. Framing, LLC             Trade Debt                $108,692

Advanta Leasing               Trade Debt                 $36,227

Alltel                        Trade Debt                 $22,063

American Express              Trade Debt                 $18,000


UNIVERSAL COMMS: Clarifies Status of Electric & Gas-Filed Suit
--------------------------------------------------------------
Universal Communication Systems Inc. (OTCBB:UCSY) company chairman
Michael J. Zwebner released the following statement to clarify the
status of the legal proceedings enacted by the company against
Electric & Gas Technology, Inc., (OTCBB:ELGT) and its president
Mr. Dan Zimmerman:

"On Friday December 19, at 4:38 pm ET, Electric & Gas Technology,
Inc., released a press release in response to the press release
issued by Universal Communication Systems, Inc. In their release,
ELGT claimed to clarify the status of its $60 million complaint
alleging infringement and fraud against UCSY and J.J. Reidy and
Company, Inc. as filed in Federal District Court, Northern
District of Texas - Dallas Division Cause No. 3-03CV-1798-G.

"The record will show that the ELGT press release has a number of
fundamental false statements.

     a) ELGT NEVER legally served the law suit on J.J Reidy & Co,
        Inc.,

     b) In the complaint as filed, there was NO claim and NO
        mention of any allegation of FRAUD.

     c) ELGT issued the false and misleading press release with
        deliberate intent to mis-inform the public and the
        investment community,

     d) ELGT issued the false and misleading press release with
        deliberate intent to cause damage UCSY and to its officers
        and directors.

"The official record is that on November 24th 2003, the Judge in
Texas, the Honorable Judge Joe Fish, ruled in favor of UCSY and
dismissed the case from Texas."

In the matter of the litigation in Florida, Mr. Zwebner went on to
state: "I repeat here the following text, being a copy of the ELGT
announcement,

"Separately, UCSY's $118 million complaint filed in Federal
District Court, Southern District of Florida Cause No. 03-22196-
CIV-Seitz/Bandstra, alleging defamation by ELGT and a company
director has been dismissed in Florida for failure to comply with
court orders. UCSY's counterclaim of infringement filed in the
same Federal District Court, Southern District of Florida Cause
No. 03-22250-CIV-King/O'Sullivan is pending UCSY's compliance with
court orders.'

"This statement made by ELGT, is nothing but a deliberate false
statement, designed to mislead the general public and the
investment community. ELGT have twisted the truth 100%, and have
done so with malicious intent.

"At NO time did UCSY fail to comply with court orders. At no time
was Case No. 03-22250-CIV-King/O'Sullivan pending UCSY's
compliance with court orders. This was a blatant lie and a false
statement issued by ELGT. The opposite is the truth.

"Yesterday, the 7th January 2004, in the US District Court,
Southern District of Florida, Judge Patricia A. Seitz, heard
several motions, and issued orders and rulings. Amongst the
numerous matters ruled upon, the Judge ordered:

1) By NO Later than January 14, 2004, DEFENDANTS (ELGT) shall
   submit a memorandum setting forth good cause as to why they
   should not be sanctioned for failure to comply with the court's
   October 24th 2003 order.

2) Because the Defendants have NOT complied with the court's
   orders, and have made NO effort to demonstrate good cause for
   their failure to do so, their Motions to Dismiss remain denied,
   and they shall have until and including January 16, 2004 to
   file an answer to the complaint. In the event that the
   defendants fail to respond to the Plaintiff's Complaint by
   January 16th 2004, the Court shall invite Plaintiff to file a
   Motion for Default against Defendants.

"The Judges orders in full will shortly be posted on the UCSY web
site."

Michael Zwebner ended his statement with the following: "We will
not be intimidated nor shaken by ELGT's deliberate and malicious
false actions and defamatory and misleading statements. The public
at large and the investment community will not be permitted to be
subjected to false and malicious statements that are untruthful in
content and misleading in fact. We will take all necessary action
to fully expose all of ELGT's false allegations and statements, at
all times. Our company will now be making additional filings in
this regard to the courts, seeking additional sanctions."

UCSY encourages all interested parties to use public access
sources such as PACER for up to date information on the progress
of this litigation.

          About Universal Communication Systems Inc.

For further information, visit http://www.ucsy.com/  

                  About AirWater Corporation

For further information, visit http://www.airwatercorp.com/  

            About Millennium Electric TOU Limited

For further information, visit

           http://www.millennium-electric-inc.com/  

Universal Communication Systems' June 30, 2003, balance sheet
reports a net capital deficit of about $6 million.


UNIVERSAL GUARDIAN: Losses & Default Spur Going Concern Doubts
--------------------------------------------------------------
Universal Guardian Holdings Inc. incurred a net loss since its
inception, as of September 30, 2003, had a working capital
deficit, is in default on certain notes payable and is involved in
certain litigation.  In addition, the Company was notified by the
U.S. Navy's prime-contractor that the task orders had been
terminated, to cease all work and to submit final invoices for the
Company, its subcontractors, equipment and related expenses.   
This notification will significantly impact future revenue. These
matters raise substantial doubt about the Company's ability to
continue as a going concern.  

Management plans to take the following steps that it believes will
be sufficient to provide the Company with the ability to continue
in existence.  Management plans to raise additional capital
through private equity financing by selling shares of the
Company's common stock, to reduce its corporate overhead, and to
seek new profitable contracts to install its security systems.

In August 2003, three members of Universal Guardian Holdings'
senior management team, including its Chief Financial Officer,
resigned from their positions.  In September 2003 another manager
resigned his position from the Company.  Management indicates that
it does not believe that in the long run these departures will
have a material impact on  operations.


US AIRWAYS: Union Balks at Further Cost Reduction Initiatives
-------------------------------------------------------------
US Airways' top executive postponed a series of employee meetings
to outline further cost reductions after sharp resistance from
workers and union leaders, the Washington Post reported.

David N. Siegel, president and CEO of the Arlington, Virginia-
based airline, said in a weekly telephone recording for workers
that "while I still want to go out on these road shows, the timing
is up in the air." Sources close to the airline said Siegel had
planned to meet with employees by late January or early February.

US Airways labor leaders have repeatedly objected to any further
cost cuts, saying they have already contributed more than $1.2
billion in concessions during the airline's bankruptcy
restructuring. Siegel's postponement comes after US Airways
reprimanded its flight attendants last month for taking
"excessive" sick days and warning them of the consequences of
abusing their leave time, reported the Post. (ABI World, Jan. 8,
2004)


US AIRWAYS: Flight Attendants Sue Carrier to Preclude Furloughs
---------------------------------------------------------------
US Airways flight attendants, represented by the Association of
Flight Attendants, CWA/AFL-CIO, filed a lawsuit in the U.S.
District Court for the Western District of Pennsylvania to prevent
airline management from executing an illegal process in the
involuntary furlough of 552 flight attendants.

"The jobs and livelihoods of people are at stake," said AFA US
Airways Master Executive Council President Perry Hayes.  "AFA will
fight with all legal means necessary to protect the US Airways
flight attendants from this kind of blatant disregard for our
contract and rights."

At the same time US Airways management has made a public spectacle
of asking for employee cooperation in turning the airline around,
it has set off this clash over furloughs, which also comes on the
heels of management-initiated disputes over the flight attendant
reserve system, sick leave, medical benefits, and cuts in the
amount of time flight attendants are credited for working.

In December, US Airways management announced that it was
involuntarily furloughing 552 flight attendants.  According to the
collective bargaining agreement between AFA and US Airways, before
flight attendants are involuntarily furloughed, the airline must
first offer a voluntary furlough. Once, during a furlough in June
2003, management attempted to by-pass the voluntary process, but
was ultimately forced to follow the contract after an arbitrator
ruled in favor of the flight attendants in an expedited process.

"Management seems to be unnecessarily creating problems with its
workers at a very delicate time for the airline," Hayes said.  
"Hopefully US Airways management will work with us instead of
against us in resolving this major dispute.  That will clear the
way to finally resolve the management problems that are preventing
this airline from turning around and winning the support of its
workers."

More than 45,000 flight attendants, including the 5,200 flight
attendants at US Airways, join together to form AFA, the world's
largest flight attendant union.


VALEO INVESTMENT: S&P Places Class A-2 Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A-2 notes issued by Valeo Investment Grade CDO II Ltd., an
investment-grade arbitrage CBO transaction and managed by
Deerfield Capital Management, on CreditWatch with negative
implications. At the same time, the 'AAA' rating assigned to the
class A-1 notes is affirmed based on a financial guarantee
insurance policy issued by Financial Security Assurance Inc.

The CreditWatch placement reflects factors that have negatively
affected the credit enhancement available to support the notes
since the last rating action was taken in September 2003. These
factors include a negative migration in the credit quality of the
performing assets in the pool. Currently, $188.8 million of the
assets (or 39.8% of the performing collateral) come from obligors
that have a non-investment-grade Standard & Poor's rating. The
class A-2 tranche continues to fail Standard & Poor's Trading
Model test, a measure of the ability of the credit quality in the
portfolio to support the rating on a given tranche. Additionally,
the deal has acknowledged $4.45 million in defaults since the
September 2003 rating action. The deal paid down $1.18 million to
the class A-1 noteholders during the December 2003 payment period.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Valeo Investment Grade CDO II Ltd. to
determine the level of future defaults the rated tranches can
withstand under various stressed default timing and interest rate
scenarios while still paying all of the rated interest and
principal due on the notes. The results of these cash flow runs
will be compared with the projected default performance of the
performing assets in the collateral pool to determine whether the
'BB+' rating currently assigned to the class A-2 notes is
consistent with the amount of credit enhancement available.
   
     RATING PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS
   
               Valeo Investment Grade CDO II Ltd.
   
                       Rating
        Class    To                From      Balance ($ mil.)
        A-2      BB+/Watch Neg     BB+                18.50
   
                        RATING AFFIRMED
   
                Valeo Investment Grade CDO II Ltd.
   
        Class     Rating                     Balance ($ mil.)
        A-1       AAA                                  440.7
    
        TRANSACTION INFORMATION
        Issuer:              Valeo Investment Grade CDO II Ltd.
        Co-issuer:           Valeo Investment Grade CDO II Corp.
        Current manager:     Deerfield Capital Management
        Underwriter:         Credit Suisse First Boston
                     International
        Trustee:             JPMorganChase Bank
        Transaction type:    Cash flow arbitrage CDO
   
        TRANCHE                 INITIAL      CURRENT
        INFORMATION             REPORT       ACTION
        Date (MM/YYYY)          6/2001       01/2004
        Class A-1 Bal ($ mil)   443.75       440.7
        Class A-1 Rating        AAA          AAA
        Class A-2 Bal ($ mil)   18.5         18.5
        Class A-2 Rating        AA           BB+/Watch Neg
   
        PORTFOLIO BENCHMARKS                       CURRENT
        S&P Wtd. Avg. Rtg. (excl. defaulted)       B
        S&P Default Measure (excl. defaulted)      1.93%
        S&P Variability Measure (excl. defaulted)  1.35%
        S&P Correlation Measure (excl. defaulted)  1.14%
        Wtd. Avg. Coupon (excl. defaulted)         7.25%
        Wtd. Avg. Spread (excl. defaulted)         2.5%
        Oblig. Rtd. 'BBB-' and Above               60.12%
        Oblig. Rtd. 'BB-' and Above                79.57%
        Oblig. Rtd. 'B-' and Above                 98.54%
        Oblig. Rtd. in 'CCC' Range                 1.46%
        Oblig. Rtd. 'CC', 'SD' or 'D'              2.75%
        Obligors on Watch Neg (excl. defaulted)    8.94%
    
        S&P RATED OC (ROC)       CURRENT
        Class A-1 notes          AAA insured
        Class A-2 notes          99.08% (BB+)


VL DISSOLUTION: Performance Capital Discloses 10.07% Equity Stake
-----------------------------------------------------------------
Performance Capital Group, LLC beneficially owns 941,860 shares of
the common stock of VL Dissolution Corporation, representing
10.07% of the outstanding common stock of the Company.  
Performance Capital holds sole voting and dispositive powers over
the stock.                                       

As of September 30, 2003, the company's net assets in liquidation
were $12.1 million, including cash, cash equivalents and
restricted cash of $2.8 million. During the quarter ended
September 30, 2003, VL Dissolution sold 550,000 shares of Sirenza
common stock generating proceeds of $2.1 million and extinguished
$809,000 of accounts payable and accrued costs of liquidation.


WAVING LEAVES: Section 341(a) Meeting to Convene on January 29
--------------------------------------------------------------
The United States Trustee will convene a meeting of Weaving
Leaves, Inc.'s creditors on January 29, 2004, 10:00 a.m., at the
Frank T. Bow Federal Building, 201 Cleveland Ave SW, Basement
B-13, Canton, Ohio 44702.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Wooster, Ohio, Waving Leaves, Inc., along with
Leaf Investments, LTD, filed for chapter 11 protection on December
3, 2003 (Bankr. N.D. Ohio Case No. 03-66524).  R. Timothy Coerdt,
Esq., at Wegman, Hessler & Vanderburg represents the Debtors in
their restructuring efforts. When the Company filed for protection
from their creditors, they listed debts and assets of:

                                Total Assets         Total Debts
                                ------------         -----------
Waving Leaves, Inc.               $6,806,785          $8,178,503
Leaf Investments, LTD             $3,818,990         $22,999,163


WEYERHAEUSER CO.: Board Declares Exchangeable Stock Dividend
------------------------------------------------------------
The Board of Directors of Weyerhaeuser Company Limited
(TSX:WYL)(Fitch, BB+ Senior Unsecured Long-Term Ratings, Stable
Outlook) on January 8, 2004, declared a dividend of U.S.$0.40 per
share on the exchangeable shares of the corporation payable
March 1, 2004, to shareholders of record at the close of business
January 30, 2004.

The dividend shall be paid in the Canadian Dollar equivalent at
the noon spot exchange rate on January 8, 2004, of 1.2788 the
Canadian Dollar equivalent amount is CDN$0.51.


WOODWORKERS WAREHOUSE: Inks New Agency Agreement with Garcel, Inc.
------------------------------------------------------------------
As previously reported, on December 2, 2003, Woodworkers
Warehouse, Inc. filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware. In
connection with the bankruptcy petition filing, the Company sought
orders from the Bankruptcy Court (1) authorizing the use of cash
collateral under its Loan Agreement with Bank of America, N.A.,
Foothill Capital Corporation and Transamerica Business Capital
Corporation to fund the Company's operations as a debtor-in-
possession and (2) approving an agency agreement dated November
25, 2003 between the Company, The Ozer Group LLC and Gordon
Brothers Retail Partners, LLC.

After an auction conducted in accordance with notice and bidding
procedures approved by the Bankruptcy Court, on December 4, 2003
the Company entered into an agency agreement with Garcel, Inc.,
d/b/a Great American Group whereby Great American will liquidate
the Company's inventories and store fixtures and equipment by
conducting "going out of business" sales at the Company's 93
retail store locations commencing on December 5, 2003 and ending
on January 31, 2004, subject to extension upon the mutual
agreement of the Company and Great American. The agency agreement
with Great American was accepted by the Company as a higher and
better bid and superseded the agency agreement with Ozer and GBRP,
in accordance with the Bankruptcy Code.  On December 5, 2003, the
Bankruptcy Court (1) entered an interim order authorizing the
Company's use of cash collateral under the Loan Agreement and (2)
approved the Agency Agreement with Great American, including the
Sales.


WORLDCOM INC: Intends to Cut Size of DIP Facility to $300 Mill.
---------------------------------------------------------------
MCI (WCOEQ, MCWEQ) plans to reduce the size of its Debtor-in-
Possession Credit Facility to $300 million from $1.06 billion.

The credit facility was arranged at the time the Company filed for
reorganization under U.S. bankruptcy laws. Since then, MCI has
accumulated cash balances which currently are in excess of $5
billion. With no currently expected need to borrow funds, MCI has
elected to decrease the credit facility and thereby reduce the
commitment fees it is paying. MCI anticipates the reduced size
credit facility will only be used when necessary to provide
letters of credit. At present, the Company has approximately $80
million of outstanding letters of credit.

In addition, MCI announced that the expiration date for the
delivery of election forms by the holders of claims in classes 5,
11 and 13 of the Company's plan of reorganization is being
extended to 4:15 p.m. (Eastern Time) on January 20, 2004. These
election forms allow the holders to elect to receive notes and/or
common stock of the reorganized Company upon its emergence from
bankruptcy. The previous expiration date was 4:15 p.m. (Eastern
Time) on January 9, 2004.

WorldCom, Inc. (WCOEQ, MCWEQ), which, together with its
subsidiaries, currently conducts business under the MCI brand
name, is a leading global communications provider, delivering
innovative, cost-effective, advanced communications connectivity
to businesses, governments and consumers. With the industry's most
expansive global IP backbone, based on the number of company-owned
POPs, and wholly-owned data networks, WorldCom develops the
converged communications products and services that are the
foundation for commerce and communications in today's market. For
more information, go to http://www.mci.com/


WORLDCOM INC: Parker Prods Shareholders to Mull Legal Options
-------------------------------------------------------------
Parker & Waichman -- http://www.worldcomstockfraud.com/-- is  
encouraging current and former shareholders to evaluate their
legal options in light of recently announced developments from MCI
WorldCom.

Wednesday last week, MCI WorldCom (Pink Sheets: WCOEQ, MCWEQ,
MCIAV) announced a series of steps that will help the company
emerge from bankruptcy. MCI will reduce the size of its Debtor-in-
Possession Credit Facility to $300 million from $1.06 billion;
this is a result of MCI accumulating significant cash balances
making it unnecessary for the company to borrow funds.

Additionally, the United States has lifted a ban on MCI which
barred the Company from receiving government contracts. When MCI
WorldCom emerges from bankruptcy shares of MCI WorldCom stock
trading under the symbols (WCOEQ and MCIAV) will be cancelled.

Parker & Waichman and associated counsel is currently representing
hundreds of current and former MCI WorldCom shareholders and
employees who have opted out of the class action lawsuit that was
certified last year by Judge Denise Cote in the Southern District
of New York. Parker & Waichman's team has filed claims against
Salomon Smith Barney, now operating as Citigroup Global Markets, a
unit of Citigroup, Inc. (NYSE: C) on behalf of MCI WorldCom
investors. These individuals have been financially injured by the
fraudulent and inappropriate advice of Salomon Smith Barney.
Former Salomon Smith Barney analyst Jack Grubman is also named in
the claims.

Current and former WorldCom and MCI shareholders and employees can
visit http://www.worldcomstockfraud.comand  
http://www.worldcomclassaction.comto view and download the  
WorldCom class action opt-out form, "Notice of Class Action."
Parker & Waichman encourages shareholders to request a free case
evaluation before deciding to opt-out of the class action. Parker
& Waichman is providing free case evaluations to all current and
former WorldCom and MCI shareholders and employees. Parker &
Waichman believes many shareholders may benefit from opting out of
the class action to pursue individual claims.

Current and former shareholders who desire to opt-out of the
WorldCom class action lawsuit must mail the opt-out form or
required information no later than February 20, 2004. This will
permit them to pursue individual claims against the defendants,
including Salomon Smith Barney. Parker & Waichman is encouraging
current and former shareholders to explore their legal options
before the opt-out deadline expires. Current and former WorldCom
and MCI shareholders who do not specifically "opt-out" of the
class action by filing the required form or information are
automatically included in the class action lawsuit.


WORLDCOM: Whistleblower Decries Govt.'s Reversal on Contracting
---------------------------------------------------------------
Mitch Marcus, a WorldCom whistleblower and founder of the
independent BoycottMCI.com -- http://www.BoycottMCI.com/-- issued  
the following statement in the wake of the U.S. government's
decision to allow MCI/WorldCom to renew existing federal contracts
and pursue new contracts:

"As someone who witnessed firsthand the deception and corruption
at WorldCom, I am appalled that the United States government has
blundered into this premature and unjustified decision to let MCI
off the debarment hook. It is also suspect that the government
should reinstate WorldCom just as its largest government telecom
contract -- the Federal Technology Service 2001contract awarded by
the General Services Administration -- is set to expire on
Saturday.

"The reality is that businesses and consumers are walking away
from WorldCom/MCI and the United States government should be
leading the way. MCI revenues are down a total of 25 percent since
it filed for bankruptcy in July 2002. In nearly every month during
that period, the company now known as MCI reported that it was
steadily losing revenues. Why? The answer is obvious: Residential
and business consumers do not want to do business with one of the
most notorious poster children for corporate fraud in the 1990s.

"Our boycott has been a successful effort and it is disheartening
to see the federal government rush in to save MCI by lavishing
taxpayer dollars on a company that does not deserve such a de
facto bail out. There is absolutely no reason to believe that this
leopard has changed its spots: I see no proof anywhere that the
same corporate culture that ruled at the anything-goes WorldCom
has been rooted out as the result of a handful of token window-
dressing changes at MCI.

"I urge Congress to look into this matter and to put pressure on
the Bush Administration to stop doing business with a company that
should be kicked off the line of those who have their hat in hand
for a federal dole."

Mitch Marcus is a former WorldCom account manager turned
whistleblower who resigned before the company acknowledged its $11
billion accounting scheme. Since its founding in May 2002, the Web
site now known as www.BoycottMCI.com has supported a variety of
steps to highlight problems at the former WorldCom. Marcus has
called for the debarment of the troubled telecommunications
company from future federal contracts.

BoycottMCI.com also has opposed efforts by the SEC to let WorldCom
off the hook with no meaningful penalty. Earlier this year, Marcus
highlighted financial issues that were buried in reports issued by
the former WorldCom.

BoycottMCI.com was established in May 2002 to: dissuade consumers,
businesses, and governmental entities from purchasing
Internet/data/telecom services and equipment from WorldCom, Inc.
or any of its owned companies or subsidiaries; encourage retail
and institutional investors to divest of all MCI/WorldCom equities
and initiate class action; and organize grassroots efforts to
encourage Federal and State investigations into WorldCom's
business practices. BoycottMCI.com founder Mitch Marcus is a
former WorldCom account relations manager, who resigned his
position due to concerns about company operations.


WORLDGATE COMMS: Inks Amendments to Private Placement Pacts
-----------------------------------------------------------
On December 4, 2003, WorldGate Communications, Inc., and certain
institutional investors amended and restated the definitive
agreements entered into by the Company and the Investors on
November 30, 2003, relating to a private placement of the
Company's common stock. The amendment and restatement of the
definitive agreements contemplates the sale of additional shares
of the Company's common stock, resulting in gross proceeds of an
additional $500,000 to the Company.  Ashenden Finance acted as the
Company's placement agent and received a fee equal to 5% of the
gross proceeds. In addition, Janney Montgomery Scott LLC received
a fee equal to 1% of the gross proceeds in connection with its
engagement by the Company.

The closing of this Additional Placement occurred on
December 4, 2003. In connection with the Additional Placement, the
Company sold 625,000 shares of newly issued common stock at $0.80
per share. The Investors also received a right, for a limited
period of time, to purchase additional shares of up to 20% of the
common stock purchased by the Investors in the Additional
Placement at $0.80 a share. The Investors also  received five-year
warrants to purchase up to 187,500 shares of common stock at $1.00
per share.  These securities are in addition to the securities
issued by the Company to the Investors on December 1, 2003.

The proceeds of the Additional Placement are expected to allow the
Company to further develop the Company's Ojo video phone product,
produce trial units and conduct trials with cable and DSL
operators.

The securities sold in the Additional Placement have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States in the absence of an
effective registration statement or exemption from registration
requirements. The Company has agreed to file a registration
statement on Form SB-2 on, or prior to, December 30, 2003 for
purposes of registering the shares of common stock acquired by the
Investors for resale.

                            *   *   *

             Liquidity and Going Concern Considerations

In its SEC Form 10-Q filed on November 14, 2003, WorldGate
Reported that:

As of September 30, 2003 the Company had cash and cash equivalents
of $850.  The operating cash usage for the three and nine months
ended September 30, 2003 was $1,072 and $3,521, respectively.  On
September 30, 2003, the Company sold to TVGateway, LLC certain
interactive television intellectual property rights and certain
software and furniture also related to the ITV business that were
being used by TVGateway, for $2.4 million pursuant to an Asset
Purchase Agreement.  In addition, on August 7, 2003, TVGateway
redeemed WorldGate's equity interest in TVGateway for $600,000 in
cash pursuant to a redemption agreement.  The purchase price for
these assets in the aggregate was $3 million and will be used by
the Company to fund continuing operations, as well as to develop
and distribute its new Ojo video phone telephony product.  With
the September 30, 2003 closing of the TVGateway transaction and
receipt of the $2.4 million from TVGateway (less associated costs
of $300) on October 1, 2003, the Company projects that it will
have sufficient funding to continue operations into the first
quarter of 2004, assuming no additional funding is received.  As
part of this transaction the Company retained a royalty-free
license to certain of the transferred intellectual property rights
and software, and with such license the Company is able to
continue to support its current interactive television customers.  
Accordingly, at this time the Company expects to continue to
receive revenues from the operation of this business, although
given the Company's going concern considerations, no assurances
can be provided as to the amount and collectability of such
revenues, or to the period such revenues will continue to be
received.  However, the Company continues to evaluate the merits
of staying in the ITV business versus exiting and putting all its
focus behind video telephony.  If it were to exit the ITV business
it would lose the revenue from this business and could potentially
be faced with write-offs on inventory and equipment that would no
longer be needed.

The Company has no outstanding debt and its assets are not pledged
as collateral.  The Company continues to evaluate possibilities to
obtain additional financing through public or private equity or
debt offerings, bank debt financing, asset securitizations or from
other sources.  Such additional financing would be subject to the
risk of availability, may be dilutive to our shareholders, or
could impose restrictions on operating activities.  There can be
no assurance that this additional financing will be available on
terms acceptable to the Company, if at all.  The Company has
limited capacity to further reduce its workforce and scale back on
capital and operational expenditures to decrease cash burn given
the measures it has already taken to reduce staff and expenses.

The unaudited consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  Therefore, the financial statements do
not include any adjustments relating to the Company's ability to
operate as a going concern.  The appropriateness of using the
going concern basis in the future, however, will be dependent upon
the Company's ability to address its liquidity needs as described
above.  There is no assurance that the Company will be able to
address its liquidity needs through the measures described above
on acceptable terms and conditions, or at all, and, accordingly,
there is substantial doubt about the Company's ability to continue
as a going concern beyond the first quarter of 2004


W.R. GRACE: Asks Court Okay to Settle Massachusetts Refund Dispute
------------------------------------------------------------------
The W.R. Grace Debtors want to settle a Massachusetts corporate
excise tax refund claim for the tax year 1986.  Through the
settlement, Grace-Conn. will receive $5,800,000 in principal and
interest, or 87% of the principal and interest on its total refund
claim.

The Massachusetts General Law Act imposes an annual corporate
excise tax on every foreign corporation authorized to do business
in the Commonwealth of Massachusetts.  Corporations must file an
annual corporate excise tax return and may file on a combined
basis.  The tax is imposed at a rate of 8.5% for the year at
issue, and is administered by the Massachusetts Commissioner of
Revenue.

During the 1986 tax year, the common parent of the current
Debtors and their affiliates for federal and state tax purposes
was Grace-Conn.  That year, Grace-Conn. divested a number of
subsidiaries in the retailing and restaurant business.  These
subsidiaries were Herman's Sporting Goods, Channel Home Centers,
and El Torito, Inc., and certain other restaurant chains.  Grace-
Conn. took the tax position that the gains from those divestments
were not related to its core specialty chemical business and so
were non-business-related gains taxable for state income tax law
purposes only in the State of New York, where its headquarters
and commercial domicile were then located.

The MCOR, however, took the position that the gains were
business-related.  The MCOR assessed $1,270,186 in tax with
respect to the gains.

Under Massachusetts law at that time, a taxpayer could not
dispute an unpaid tax assessment.  Grace-Conn., therefore, paid
the assessed amount and then filed an abatement application with
the MCOR for a refund of the tax paid, together with accrued
interest.  The application was denied in June 1996.  In December
1996, Grace-Conn. filed a petition with the Appellate Tax Board.  
A hearing took place in May 1998 before that Board.  On August 2,
1999, the Board ruled that Grace-Conn. was due a $1,260,186 tax
refund, plus $3,500,000 interest through August 31, 1999.  The
Board's opinion stated that the gains derived from the divestment
of the Divested Companies were not subject to Massachusetts tax.  
In January 2000, the MCOR appealed the decision to the
Massachusetts Appeals Court.  An attempt at mediation failed.

On April 17, 2002, the case was argued before the Appeals Court.  
On July 2, 2003, the Appeals Court ruled that the capital gains
resulting from the Herman's and El Torito divestments could not
be taxed because these subsidiaries were not related to Grace's
core specialty chemicals business.  The refund claim for Channel
and the other restaurant businesses were remanded to the
Appellate Tax Board for a determination as to whether their
business relationships with Grace were such that they were
related to Grace's core business, and, therefore, subject to
Massachusetts tax.

The claims ruled upon by the Appeals Court related to a $864,087
tax, plus $3,628,627 interest, resulting in a tax refund totaling
$4,492,714 which has been paid to Grace-Conn.  The claims
remanded to the Appellate Tax Board for decision relate to a
$406,099 tax, plus $1,773,779 interest, for a total of $2,139,878
through November 30, 2003.

By letter in December 2003, the MCOR offered to settle the
Remaining Claims for a $1,292,340 refund to Grace-Conn.,
consisting of $245,256 -- 80% of the Channel claim and 20% of the
remaining restaurant claims -- plus $1,047,084 interest through
November 30, 2003.  When combined with the previous $4,492,714
refunds received, the total refunds would amount to $5,785,054,
or 87% of the $6,632,592 total tax and interest at issue with
MCOR.

The Debtors conclude that they are not likely to obtain a more
favorable resolution of this matter.  Further negotiations with
the MCOR are unlikely to obtain a better settlement.  If no
negotiated settlement is reached, then the Remaining Claims will
be taken up by the Appellate Tax Board on remand.  In the case of
some of the businesses whose divestments are the subject of the
Remaining Claims, it is questionable whether the existing
documentation will be sufficient to convince the Appellate Tax
Board that the businesses were not unitary with Grace-Conn.

In any event, there is no certainty that the Appellate Tax
Board's conclusion will be more favorable than the proposed tax
refund, particularly because Grace-Conn. has already been granted
complete recovery on two-thirds of the issues at stake in its
claim, and will have obtained 87% of the claimed refund if it
accepts the proposed tax refund.

By this motion, the Debtors ask the Court to approve the
Settlement. (W.R. Grace Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


* BOND PRICING: For the week of January 12 - 16, 2004
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    42
Adelphia Communications                6.000%  02/15/06    41
American & Foreign Power               5.000%  03/01/30    68
AnnTaylor Stores                       0.550%  06/18/19    73
Burlington Northern                    3.200%  01/01/45    55
Comcast Corp.                          2.000%  10/15/29    34
Cox Communications Inc.                2.000%  11/15/29    33
Cummins Engine                         5.650%  03/01/98    72
Finova Group                           7.500%  11/15/09    59
Gulf Mobile Ohio                       5.000%  12/01/56    71
Inland Fiber                           9.625%  11/15/07    52
Internet Capital                       5.500%  12/21/04    74
Levi Strauss                           7.000%  11/01/06    66
Levi Strauss                          11.625%  01/15/08    66
Mirant Corp.                           2.500%  06/15/21    61
Mirant Corp.                           5.750%  07/15/07    62
Missouri Pacific Railroad              4.750%  01/01/30    73
Northern Pacific Railway               3.000%  01/01/47    54
Universal Health Services              0.426%  06/23/20    66
Worldcom Inc.                          6.250%  08/15/03    33
Worldcom Inc.                          6.400%  08/15/05    33

                          *********

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
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re-mailing and photocopying) is strictly prohibited without prior
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                *** End of Transmission ***