TCR_Public/040116.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 16, 2004, Vol. 8, No. 11

                          Headlines

ACTUANT CORP: Shareholders Elect Board at Annual Meeting
ADELPHIA COMMS: Court Approves LECG LLC as Economics Consultant
ADVANCED MARKETING: Banks Agree to Forbear Until January 30
AIRGATE PCS: Commences Exchange Offer for Outstanding Disc. Notes
ALPHASTAR INSURANCE: Brings-In Arent Fox as Bankruptcy Counsel

AMERICAN TOWER: S&P Affirms B- Corporate Credit Rating
AMERIPATH INC: S&P Affirms Low-B Ratings with Stable Outlook
ARCHIBALD CANDY: Alpine Buying Fannie May & Fanny Farmer Brands
ARINC INC: S&P Rates Corporate Credit at BB with Stable Outlook
ARVINMERITOR: Names Robert Guy VP of Finance for LVS Biz. Group

ATX COMMS: Files for Chapter 11 Reorganization in SD of New York
ATX COMMUNICATIONS: Voluntary Chapter 11 Case Summary
AURORA FOODS: Wants to Make $17.5-Mill. Termination Fee Payment
BLUE GRASS: Case Summary & 20 Largest Unsecured Creditors
BP INTERNATIONAL: Red Ink Continued to Flow in Second Quarter

BRIDGE: Plan Administrator Sues GovPX to Recover $1.4 Million
BRIGHTPOINT: Will Provide Cricket Integrated Logistics Services
BULL RUN CORP: November 30 Net Capital Deficit Narrows to $18MM
CARMIKE CINEMAS: Commences Tender Offer for 10-3/8% Senior Notes
CEC INDUSTRIES: Subsidiary Acquires PayCard Solutions Inc.

CLAYTON HOMES: Fitch Revises Rating Watch to Evolving
COEUR D'ALENE: Rochester Mine Silver Production Tops 100MM Ounces
COMMUNITY GENERAL: S&P Affirms BB Rating with Positive Outlook
COVANTA ENERGY: 9.25% Debentures Settlement Under 2nd Joint Plan
CSK AUTO CORP: Investcorp Group Sells 2.6-Mill. CSK Auto Shares

DII INDUSTRIES: Brings-In Kirkpatrick & Lockhart as Counsel
DIRECTV LATIN: Files First Amended Plan & Disclosure Statement
DLJ COMM'L: Fitch Affirms 5 Note Class Ratings at Low-B Level
E*TRADE FINANCIAL: S&P Keeping Watch on Low-B Credit Rating
EMCEE BROADCAST: Wireless Acquisition Acquires Assets at Auction

ENRON CORP: Proposes Uniform Hanover Sale Bidding Procedures
ENRON CORP: Court Approves Sale of CEG Shares for $158.5 Million
EON BANK: Fitch Assigns BB+ Rating to Proposed $150MM Debt Issue
FLEMING: Enters into Settlement with Westchester Fire Insurance
FORMICA CORP: Bankruptcy Court Confirms Plan of Reorganization

GRAYSTON CLO: Fitch Affirms $10MM Class B-2 Notes Rating at BB-
GRUPO IUSACELL: Bondholders Sue Following Default Under 10% Notes
GRUPO IUSACELL: Cellular Unit Hasn't Been Served with Complaint
HAYES LEMMERZ: Deadline to File Avoidance Actions Extended
HEIGHTS REALTY: Case Summary & 5 Largest Unsecured Creditors

ICO INC: Appoints W. Robert Parkey as President and CEO
INSCI CORP: Reports Trading Symbol Change to INCC from INCCV
IT GROUP: Committee Asks Court to Fix Solicitation Procedures
KAISER ALUMINUM: Wants to Reject Collective Bargaining Pacts
KB TOYS: Bankruptcy Filing Won't Adversely Impact Activision Inc.

KMART CORP: Wants $4BB Admin. Claims Reclassified as Non-Priority
LEAP WIRELESS: Promotes S. Douglas Hutcheson to EVP and CFO
LES BOUTIQUES: Delivers CCAA Restructuring Plan to Court in Quebec
LOEWEN GROUP: Judge Walsh Issues Final Decree Closing 26 Cases
MIRANT: Clarifies Remarks on Potential Philippine Business IPO

MIRANT: Wants Nod to Hire Richard Ellis as Real Estate Broker
NALCO: S&P Cuts Corp. Debt Rating to B+; Outlook Remains Stable
NAT'L CENTURY: Intercompany Claims Bar Date Extended to March 31
NATIONAL STEEL: Court Okays Amendments to Retirees Benefit Trust
ORGEON STEEL: Enters Tentative Agreement to Settle Labor Dispute

OREGON STEEL: Provides Overview of Labor Dispute Settlement Pact
OVERSEAS SHIPHOLDING: $500M Shelf Gets S&P's BB+/BB- Ratings
OWENS CORNING: Reaches Advanced Glassfiber Settlement Agreement
PARMALAT: FTSE Deletes Parmalat Finanziaria Shares from Trading
PREMCOR INC: Will Acquire Motiva Delaware City Refining Complex

PRIMUS TELECOMMS: Prices $240 Million 8% Senior Debt Offering
RENAISSANCE ENTERTAINMENT: Files Form 15 to Cease SEC Reporting
RESPONSE BIOMEDICAL: Reports Improved Performance for Year 2003
RICA FOODS: Fiscal Year 2003 Financial Results Sink into Red Ink
RUSSELL CORP: Will Present at ICR's 6th Annual Conference Today

SAKS INC: Extends Contract for Credit Card Processing Services
SIERRA-ROCKIES: Buys Let's Talk Health as Part of Chapter 11 Plan
SILICON GRAPHICS: Will Webcast Q2 2004 Results on Wednesday
SOLUTIA INC: Turns to Rothschild Inc for Financial Advice
SPECTRASITE: S&P Affirms B Rating & Revises Outlook to Positive

STATEWIDE INSURANCE: S&P Assigns R Ratings on Basis of Insolvency
STATION CASINOS: Launches Cash Tender Offer for 8-7/8% Notes
STERLING FIN'L: Will Publish Q4 and Year-End Results on Jan. 27
SUMMITVILLE TILES: UST Schedules Sec. 341(a) Meeting for Feb. 24
SUPERIOR ESSEX: S&P Rates Credit and Secured Bank Loan at B+/BB

TALKPOINT COMMS: Files for Chapter 11 Reorganization in Delaware
TALKPOINT COMMS: Case Summary & 20 Largest Unsecured Creditors
TERADYNE INC: Fourth-Quarter 2003 Net Loss Reaches $11 Million
TETON POWER: S&P Rates New $195 Million Term Loan at B+
TOYS "R" US: S&P Lowers Rating on Related Synthetic Deal to BB+

TYCO INT'L: Appoints C. Anthony Davidson as Controller and CAO
UNITED AIRLINES: Outlines Plan to Share Retirees' Medical Costs
UNITED AIRLINES: Flight Attendants Whine About Benefit Cuts
UNITED AIRLINES: Pushing for Approval of Proposed DOT Settlement
UNITED REFINING: Q1 Results Show Improved Operating Results

UNITED STATES CAN: Extends Exchange Offer for 10-7/8% Sr. Notes
US AIRWAYS: Will Consolidated Piedmont & Allegheny Airline Ops.
VOLUME SERVICES: Elects Steinmayer as SVP & Drewes as Exec. VP
WESTERN APARTMENT: Case Summary & 21 Largest Unsecured Creditors
WILLIAMS: Subsidiary Commences Open Season on Transco Pipeline

WORLDCOM INC: Judge Gonzalez Approves Verizon Settlement Pact
XTO ENERGY: Proposes Public Offering of $400 Mill. Senior Notes

* Morrison & Foerster Names Karen Hagberg to Head NY Office
* BOOK REVIEW: Transnational Mergers and Acquisitions
in the United States

                          *********

ACTUANT CORP: Shareholders Elect Board at Annual Meeting
--------------------------------------------------------
Actuant Corporation (NYSE:ATU) announced that its shareholders
elected the following directors at its Annual Meeting held Friday,
January 9, 2004:

   Robert Arzbaecher    Chairman, President and Chief Executive
                        Officer of Actuant

   Gustav Boel          President of Heinrich Kopp AG

   Bruce Chelberg       Retired Chairman and Chief Executive
                        Officer of Whitman Corporation

   H. Richard Crowther  Retired Vice Chairman of Illinois
                        Tools Works

   Thomas J. Fischer    Retired Partner of Arthur Andersen LLP -
                        Milwaukee office

   William Hall         Chief Executive Officer of Procyon
                        Technologies

   Kathleen Hempel      Former Vice Chairman and Chief Financial
                        Officer, Fort Howard Corporation

   Robert A. Peterson   President and Chief Executive Officer of
                        Norcross Safety Products L.L.C.

   William Sovey        Chairman of Newell Rubbermaid Inc.

Additionally, shareholders voted in favor of the Actuant
Corporation 2004 Employee Stock Purchase Plan, and the Amendment
to the Restated Articles of Incorporation of the Company
increasing the number of authorized shares of Class A Common Stock
from 32,000,000 to 42,000,000.

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

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


ADELPHIA COMMS: Court Approves LECG LLC as Economics Consultant
---------------------------------------------------------------
The Adelphia Communications Debtors sought and obtained the
Court's authority to employ LECG, LLC, pursuant to Sections
327(a), 328(a), 330 and 331 of the Bankruptcy Code, Rule 2014 of
the Federal Rules of Bankruptcy Procedure, and Local Bankruptcy
Rule 2014-1, to provide them with certain economics consulting
services, nunc pro tunc to August 1, 2003.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, informs the Court that LECG is an economics consulting firm
specializing in expert testimony, authoritative studies and
strategic advisory services.  LECG maintains offices in
Massachusetts, Texas, Illinois, Tennessee, New York, Utah,
California, Washington, D.C. and Pennsylvania and has over 175
experts worldwide.  LECG consultants include renowned academics,
respected private industry leaders and former senior-level
government officials.  LECG's expertise covers a variety of
practice areas, including economics and finance.  LECG has earned
a national reputation for assisting Fortune 500 corporations,
major law firms and government agencies with economic, financial
and forensic analyses and other expert services.

LECG will provide litigation support services to Boies Schiller &
Flexner LLP in connection with its representation of the Debtors
in these litigations:

   (1) Adelphia Communications Corp. v. Rigas, et al., Adversary
       Proceeding No. 02-cv-08051A, United States Bankruptcy
       Court for the Southern District of New York;

   (2) Adelphia Communications Corp. v. Deloitte & Touche, LLP,
       No. 000598, Court of Commons Pleas of Pennsylvania;

   (3) Securities & Exchange Commission v. Adelphia
       Communications Corp., No. 02-CIV-5776 (KMW), United States
       District Court for the Southern District of New York;

   (4) In re: Adelphia Communications Corp. Securities and
       Derivatives Litigation, MDL Docket No. 1529, United States
       District Court for the Southern District of New York; and

   (5) Adelphia Communications Corp. and its Affiliated Debtors
       in Possession and Official Committee of Unsecured
       Creditors of Adelphia Communications Corp. v. Bank of
       America, N.A., et al., 03-04942, United States District
       Court for the Southern District of New York.

LECG will also provide consulting and expert testimony services
to the Debtors in these Chapter 11 cases, including, but not
limited to, advising the Debtors in connection with:

   (1) investigations of claims asserted by and against the
       Debtors including claims relating to the Debtors'
       adherence to regulatory and accounting standards; and

   (2) evaluating damages, liability and economic harm resulting
       from non-compliance, if any, with certain standards.
   
To the extent that LECG provides consulting services to Boies
Schiller or any of the Debtors' other retained counsel in
connection with litigation matters, LECG's work will be performed
at the sole direction of Debtors' counsel and will be solely and
exclusively for the purpose of assisting counsel in their
representation of the Debtors.  Intrinsically, Ms. Chapman
explains, LECG's work may be of fundamental importance in the
formation of mental impressions and legal theories by counsel,
which may be used in counseling the Debtors and in the
representation of the Debtors.

Accordingly, for LECG to carry out its responsibilities, it may
be necessary for the Debtors' counsel to disclose their legal
analysis as well as other privileged information and attorney
work product.  Thus, the Court deems the status of any writings,
analysis, communications, and mental impressions formed, made,
produced, or created by LECG in connection with its assistance of
Boies Schiller or any of the Debtors' other retained counsel in
litigation matters as the work product of Boies Schiller or any
of the Debtors' other retained counsel in their capacity as the
Debtors' counsel.  The Court further provides that the
confidential and privileged status of the LECG Litigation Work
Product will not be affected by the fact that LECG has been
retained by the Debtors rather than by Boies Schiller or any of
the Debtors' other retained counsel.

In consideration for LECG's services, LECG will be compensated on
an hourly basis, plus reimbursement of actual and necessary
expenses incurred.  LECG's rates range between $350 and $750 per
hour for consultants and between $75 and $380 per hour for
support personnel.  All of LECG's rates are subject to periodic,
ordinary course, adjustments.  Key personnel from LECG that will
provide services to the Debtors include:

           Craig Elson                  $475
           David Teece                   500
           Thomas Britven                415
           Gene Deetz                    460
           David Wensel                  390      
           John Norris                   340

Other LECG employees will assist the key personnel as necessary
and appropriate.  Hourly rates for the support personnel are:

           Senior Professional Staff    $105 - 380
           Associate                      90 - 190
           Research Analyst               75 - 165

LECG will apply to the Court for interim and final allowance of
compensation and reimbursement of expenses.

According to Ms. Chapman, on April 17, 2002, LECG received $3,817
payment from the Debtors.  As of the Petition Date, LECG was owed
$23,704 in respect of services rendered prior to the Petition
Date.  LECG has $57,855 in outstanding bills to the Debtors for
postpetition fees and expenses through August 19, 2003.

Marvin A. Tenenbaum, Esq., a general counsel of LECG, assures the
Court that LECG did not represent and has no relationship with,
in any matter relating to these cases:

   (1) the Debtors;

   (2) their creditors or equity security holders;

   (3) any other parties-in-interest in this case;

   (4) their attorneys and accountants; or

   (5) the United States Trustee or any person employed in the
       Office of the United States Trustee.

Mr. Tenenbaum further discloses that the experts of LECG:

   (1) do not have any connection with the Debtors, their
       creditors, or any party-in-interest, or their attorneys;

   (2) do not hold or represent an interest adverse to the
       estate; and

   (3) are "disinterested persons" within the meaning of
       Section 101(14) of the Bankruptcy Code. (Adelphia
       Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


ADVANCED MARKETING: Banks Agree to Forbear Until January 30
-----------------------------------------------------------
Advanced Marketing Services, Inc. (NYSE:MKT) will restate its
previously filed financial statements for the fiscal years in the
five-year period ended March 31, 2003. The Company also issued
revised earnings guidance for the fiscal year ending March 31,
2004.

The restatement results from the Company's ongoing review of its
cooperative advertising practices and related accounting, and
relates primarily to the timing and quantification of recognition
of revenue and reversal of accrued liabilities. The effect of the
restatement currently is expected to be a total reduction to
cumulative net income for the five-year period of between
approximately $3.0 million and $9.0 million. Cumulative net income
for the five-year period, as previously reported, was $85.0
million.

The Company's review has established that for the five-year
period: (1) the estimated circulation communicated to publishers
for some cooperative advertising publications was greater than
actual subsequent circulation; and (2) certain accrued liabilities
related to cooperative advertising were inappropriately reversed
into income. The Company has determined that the advertising
revenue and related costs, and the income from the accrued
liabilities reversed, should be deferred until the Company
completes the process of reaching appropriate resolutions with
customers and vendors.

The Company has strengthened its internal controls and procedures,
including revenue recognition guidelines, and has implemented
other remedial measures, including the restructuring of its
advertising department, to prevent recurrence of the circumstances
that led to the restatement.

Because the restatement involves the deferral of certain revenue
and income, a portion of the reduction to the cumulative net
income for the five-year period may be earned in future periods
upon: (1) the completion of resolutions with customers and
publishers; and (2) the performance of services and incurrence of
costs arising out of those resolutions that are deemed necessary
for revenue recognition. The remaining portion of the amount
restated will be paid to customers and vendors.

The restatement constitutes an event of default under the
Company's Revolving Credit Agreement, and the banks have agreed to
forbear the default through January 30, 2004. The forbearance is
consistent with the previously reported agreement with the banks
to forbear until January 30, 2004, the event of default resulting
from the Company's delay in timely filing its Forms 10-Q for the
first and second quarters of fiscal year 2004. The Company intends
to complete and file its Forms 10-Q as promptly as possible. The
Company is seeking a longer forbearance from the banks, but there
can be no assurance that they will continue to forbear thereafter.
As of January 14, 2004, the Company had no outstanding balance
under the Revolving Credit Agreement.

The estimated range of the restatement in this public announcement
relates solely to the resolutions with vendors and customers
described above, and is independent of the ongoing investigations
being conducted by the United States Attorney for the Southern
District of California and the Securities and Exchange Commission.
The Company is cooperating fully in the investigations but cannot
predict the outcomes of the investigations.

The information and estimates concerning the restatement described
in this public announcement are subject to completion of analyses
by the Company and of required audit work by the Company's
independent auditor. The Company intends to file an amended Form
10-K for the year ended March 31, 2003, including restated
financial statements, as soon as the required analyses and audits
have been completed. The Company cautions that, until the amended
Form 10-K is filed, its historical financial statements should not
be relied upon. The Company intends to file its Forms 10-Q for
first three quarters of fiscal year 2004 ended June 2003,
September 2003 and December 2003 as soon as the amended Form 10-K
is filed.

The Company also announced a revision of previously announced
guidance relating to financial performance for its fiscal year
2004 ending March 31, 2004. The Company continues to believe that
net sales for the full year will approximate the $1.0 billion to
$1.1 billion previously announced. However, after analyzing the
mix of products sold during the third quarter, which included the
holiday season, the Company now believes that earnings per share
will be in the approximate range of $0.30 to $0.40 per diluted
share. Most of the decrease results from higher-than-forecasted
sales of lower-margin bestseller and mass-market categories,
lower-than-forecasted sales of the higher-margin juvenile, gift
and cookbook categories, and costs related to the ongoing
investigations by the US Attorney and the Securities and Exchange
Commission.

The Company expects that the shift in sales mix toward lower-
margin categories may continue, and is addressing ways to reduce
costs and improve efficiency in response to the trend. One example
is described in a separate public announcement made today
concerning the consolidation of the Company's distribution
operations. The current plan is to close the Reno facility by June
2004. The facility was acquired as part of the Publishers Group
West acquisition in January 2002. The Company estimates expenses
associated with this action to be approximately $3.0 million, with
$1.0 million falling in the fourth quarter of fiscal year 2004 and
$2.0 million falling in fiscal year 2005. Ongoing annual savings
are estimated to be approximately $2.0 million, with a portion of
these savings derived from lower costs associated with the new AMS
warehouse management system (PkMS).

The Company is fully focused on resolving the issues that led to
the restatement as it moves toward being able once again to file
its financial statements in a timely manner. It is equally
committed, with projections to reach the $1.0 billion net sales
milestone in the current fiscal year, to continue to take steps to
increase productivity and restore historical profit levels.

Headquartered in San Diego, CA, the Company is a leading global
provider of customized wholesaling, distribution and custom
publishing services to the book industry. The Company provides a
full range of value-added services that provide AMS customers with
book-buying advice and expert supply chain management, including
advertising and promotional support, to ensure the success of
their book programs. The Company's proprietary Vendor Managed
Inventory (VMI) software is a unique tool that allows its book
specialists efficiently and effectively to manage global book
distribution systems for the benefit of its warehouse clubs and
book store customers. The Company has extensive operations in the
U.S., Canada, Mexico, Singapore, the United Kingdom and Australia
and employs approximately 1,400 people worldwide.

For more information on the Company visit its Web site at
http://www.advmkt.com/


AIRGATE PCS: Commences Exchange Offer for Outstanding Disc. Notes
-----------------------------------------------------------------
AirGate PCS, Inc. (OTCBB:PCSA), a PCS Affiliate of Sprint,
commenced a public exchange offer to exchange newly-issued shares
of its common stock and newly-issued secured notes for all of its
outstanding discount notes.

AirGate had previously made a private offer, pursuant to a support
agreement, to holders of approximately 65% in principal amount of
its outstanding discount notes to exchange their discount notes
for common stock and new secured notes, on terms and conditions
substantially identical to those in the public exchange offer.
These holders have agreed to tender their outstanding discount
notes in a concurrent private exchange offer. Consummation of the
public and private exchange offers would occur simultaneously.

Each holder of AirGate's 13.5% Senior Subordinated Discount Notes
due 2009 will receive, for each $1,000 of aggregate principal
amount due at maturity that is tendered, 110.1384 shares of
AirGate's common stock (based on the current number of shares of
common stock outstanding and subject to adjustment) and $533.33 in
principal amount of AirGate's new 9-3/8% Senior Subordinated
Secured Notes due 2009. Completion of the exchange offers is
subject to a number of conditions, including the receipt of valid
tenders in the exchange offers from not less than 98% in aggregate
principal amount of AirGate's outstanding discount notes. This
minimum tender condition may be waived with the consent of a
majority of those holders of AirGate's discount notes who have
signed the support agreement, as amended.

AirGate also is soliciting holders of discount notes to consent to
the adoption of certain amendments to the indenture under which
AirGate's outstanding discount notes were issued. These amendments
will eliminate substantially all of the indenture's restrictive
covenants and will release all of the collateral securing it.

The exchange offers and related consent solicitations will each
expire at 11:59 p.m., New York City time, on Wednesday,
February 11, 2004, unless extended. The exchange offers and
related consent solicitations are elements of AirGate's previously
announced recapitalization plan. As part of this recapitalization
plan, AirGate is soliciting the approval of its shareowners to
issue the shares of its common stock in the exchange offers and
implement a 1 for 5 reverse split of its common stock, each of
which is a condition to completion of the exchange offers. In
addition, AirGate is soliciting the approval of its shareowners to
increase the number of shares of common stock reserved and
available for issuance under its long term incentive plan, amend
its long term incentive plan and issue restricted stock units and
stock options to certain of its executives, none of which is a
condition to completion of the exchange offers.

Concurrent with these exchange offers, AirGate also is soliciting
votes to accept or reject a prepackaged plan of reorganization,
which will attempt to accomplish the recapitalization transactions
through a bankruptcy proceeding on substantially the same terms as
the out-of-court recapitalization plan. AirGate does not intend to
file this prepackaged plan if the minimum tender and other
conditions to its exchange offers are satisfied or waived.

A special meeting of AirGate shareowners has been set for
Thursday, February 12, 2004, at 9:00 a.m. local time at SunTrust
Plaza, 303 Peachtree St. N.E., Suite 5300, Atlanta, Georgia 30308.
Shareowners of record on January 12, 2004, will be eligible to
vote at the special meeting and will be asked to approve the
matters described above.

Holders of discount notes may request additional copies of the
Prospectus and Solicitation Statement and the related Letter of
Transmittal and ballots by contacting Audrey Griswald at
Bondholder Communications Group, the information agent, at (212)
809-2663.

AirGate PCS, Inc. -- whose September 30, 2003 balance sheet shows
a total shareholders' equity deficit of about $377 million -- is
the PCS Affiliate of Sprint with the right to sell wireless
mobility communications network products and services under the
Sprint brand in territories within three states located in the
Southeastern United States. The territories include over 7.2
million residents in key markets such as Charleston, Columbia, and
Greenville-Spartanburg, South Carolina; Augusta and Savannah,
Georgia; and Asheville, Wilmington and the Outer Banks of North
Carolina.


ALPHASTAR INSURANCE: Brings-In Arent Fox as Bankruptcy Counsel
--------------------------------------------------------------
AlphaStar Insurance Group Limited and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York of their application to retain
Arent Fox Kintner Plotkin & Kahn, PLLC as attorneys in their
chapter 11 cases.

Arent Fox represented the Debtors for several months prior to the
Petition Date in consultation regarding various bankruptcy and
insolvency considerations.  Arent Fox also has represented many of
the Debtors and certain non-debtor affiliates in various other
matters over many years.  As a result, Arent Fox has gained
substantial institutional knowledge of the Debtors operations.

Schuyler G. Carroll, Esq., is the attorney primarily responsible
for Arent Fox's representation of the Debtors in this matter.  
Under Mr. Carroll's direction, Arent Fox will:

     a) provide the Debtors with legal counsel with respect to
        their powers and duties as debtors-in-possession in the
        continued operation of their businesses during these
        Chapter 11 cases;

     b) provide the Debtors with legal counsel with respect to
        their duty to maximize the value of the estates' assets
        and maximize the return to creditors;

     c) prepare on behalf of the Debtors all necessary
        applications, answers, orders, reports, and other legal
        documents which may be required in connection with these
        Chapter 11 cases;

     d) provide the Debtors with legal services with respect to
        formulating and negotiating a plan for reorganization
        with creditors; and

     e) perform such other legal services for the Debtors as may
        be required during the course of these Chapter 11 cases,
        including but not limited to, a sale of assets, the
        institution of actions against third parties, objections
        to claims, and the defense of actions which may be
        brought by third parties against the Debtors.

Mr. Carroll charges $395 per hour for his services. Other Arent
Fox professionals and paraprofessionals and their hourly rates
are:

          Members             $340 - $590 per hour
          Of Counsel          $340 - $580 per hour
          Associates          $175 - $395 per hour
          Legal Assistants    $165 - $190 per hour

Headquartered in New York, New York, AlphaStar Insurance Group
Limited, an insurance holding company, filed for chapter 11
protection on December 15, 2003 (Bankr. S.D. N.Y. Case No.
03-17903).  When the Company field for protection from their
creditors, they listed $8,000,000 in assets and $1,500,000 in
debts.


AMERICAN TOWER: S&P Affirms B- Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Boston,
Mass.-based wireless tower operator American Tower Corp. to
positive from stable.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit rating on the company. Total debt was $3.2 billion after
adjusting out about $284 million of restricted cash escrowed for
reducing debt ($3.6 billion after adjusting for operating leases
and the restricted cash) at Sept. 30, 2003.

The outlook revision incorporates two key factors. First are
developments in 2003 that alleviated earlier concerns over demand
for towers. Second is American Tower's strengthened prospects for
meaningfully reducing leverage in the near-to-intermediate term.
With respect to developments in 2003, there is greater likelihood
that carriers will maintain or increase tower-related spending in
light of more consumers substituting wireless for wireline and
carriers placing more emphasis on service quality, especially with
the advent of wireless number portability. In addition, the
concern over the impact of carrier consolidation on tower
operators has lessened. With significant capacity required to
support the growing use of wireless communications and high costs
associated with network reengineering, it seems more likely that
merged carriers will mostly maintain their respective networks.
The implication for American Tower is that the company will have
better prospects for achieving good revenue growth, improving free
cash flow as EBITDA margins grow to greater than 60% in the longer
term (from about 54% in third-quarter 2003) with the help of
strong operating leverage inherent in the tower leasing business,
and reducing its financial leverage.

"The rating reflects American Tower's high leverage, which
resulted from its aggressive debt-financed tower acquisition
activities during the 1999-2001 time frame," said Standard &
Poor's credit analyst Michael Tsao. Net of the restricted cash,
debt to annualized EBITDA was high at 7.9x, including about $14
million of annual interest income from the company's Mexican
subsidiary (8.1x after adjustment for operating leases) for the
quarter ended in September 2003. American Tower incurred more than
$3 billion of debt during 1999-2001 to finance the acquisition and
building of about 13,000 towers, based on the company's
expectations that growth in wireless services would strongly
bolster demand for limited tower space. However, largely in
response to capital market conditions, wireless carriers scaled
back their capital spending plans starting in 2001, preventing
American Tower from reducing its acquisition-related debt.
     
American Tower is among the largest wireless tower operators, with
about 15,000 towers, mostly in the U.S. The tower leasing business
accounted for about 85% of revenues and 98% of EBITDA in third-
quarter 2003. In its small network services operation, the company
serves as a consultant to wireless carriers in site acquisition,
network planning, radio frequency engineering, and construction.


AMERIPATH INC: S&P Affirms Low-B Ratings with Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on leading
anatomic pathology laboratory AmeriPath Inc., to stable from
positive. At the same time, Standard & Poor's affirmed its 'B+'
corporate credit and senior secured debt ratings and its 'B-'
subordinated debt rating on the company.

The outlook revision reflects slower than expected improvement in
the company's operations and credit profile. AmeriPath had
approximately $505 million of debt outstanding as of Sept. 30,
2003.
     
"The speculative-grade ratings reflect AmeriPath's participation
in the U.S. market for anatomic pathology services, a niche
segment of the diagnostic services market that is subject to
reimbursement risks and competitive uncertainties," said credit
analyst Jordan C. Grant. "The ratings also indicate management's
aggressive financial policy, evidenced by its acquisition of more
than 50 anatomic pathology businesses since its formation in 1996.
The company performed an LBO in 2003."

Riviera Beach, Fla.-based AmeriPath provides lab services for both
outpatient and inpatient hospital markets, and specializes in
dermatopathology, urology, women's health, and gastroenterology.
About 50% of the company's revenues are derived from outpatient
services, in which the company provides analysis of samples for
physicians using a network of regional and satellite laboratories.
Almost all of the company's remaining business is derived from its
hospital laboratories, through which AmeriPath serves as an
exclusive provider of professional pathology services for contract
clients. The company has achieved substantial scale in the
anatomic pathology lab segment, a field in which 80% of its
competitors are operated by groups of 10 or fewer physicians.

AmeriPath's business is concentrated in a relatively narrow field
that is subject to reimbursement risks. The rapid expansion of the
business has been assisted by a positive trend upward in both
Medicare and Medicaid reimbursement rates for anatomic pathology
procedures in past years, which should continue through 2004.
Nevertheless, reimbursement rates for 2005 and beyond have not yet
been finalized and may be less favorable.

Moreover, the company has experienced a slower rate of growth,
partially due to intensified competitive conditions. The company
faces increasing rivalry from large, diversified national clinical
labs allocating more resources to anatomic pathology. Laboratory
Corp. of America Holdings (BBB/Stable/--) acquired Dianon Systems
Inc., a direct competitor to AmeriPath, in early 2003, and Quest
Diagnostics Inc. (BBB/Positive/--) is processing more of its own
anatomic pathology samples.

AmeriPath has also faced challenges from soft hospital admissions,
which have reduced revenue and increased debt bad levels in the
company's inpatient business.


ARCHIBALD CANDY: Alpine Buying Fannie May & Fanny Farmer Brands
---------------------------------------------------------------
Archibald Candy Corporation has signed a preliminary agreement for
the sale of specific assets, including the Fannie May and Fanny
Farmer brands, to Alpine Confections, Inc., a well-respected candy
producer known for building and enhancing high quality brands.

While financial terms of the agreement were not disclosed, the
asset purchase agreement provides for continued availability of
Fannie May and Fanny Farmer products in their respective markets
through Alpine's U.S. operations. The Laura Secord brands, which
are part of a separate corporate entity, are not affected by this
transaction.  Further details of the transaction will be released
as appropriate.

As Archibald has indicated previously, all Fannie May and Fanny
Farmer retail stores will close between now and mid-February,
although Alpine may open some stores after a thorough evaluation
of the branded retail operations.

Archibald is continuing effects bargaining with its unions.

In announcing the agreement, James Ross, CRO of Archibald Candy
Corp., said: "Alpine is a financially strong company with an
excellent management team and a great track record for preserving
and enhancing confectionary brands. We believe Alpine is exactly
the right company for the Fannie May and Fanny Farmer brands,
which will prosper under their management.  Our belief is that
Alpine represents the best strategic opportunity for the Fannie
May brand to survive and enables consumers to continue enjoying
their favorite Fannie May products."

In commenting on the proposed transaction, Alpine co-founders
David L. Taiclet and Taz Murray said, "All of us at Alpine
Confections are deeply committed to making sure that consumers
continue enjoying their favorite Fannie May and Fanny Farmer
candies for many years to come. Fannie May will be a flagship
brand for us.  We're especially pleased that we will be able to
deliver the same fine candies the public loves."  Alpine plans to
continue working with Fannie May and Fanny Farmer current vendors
and manufacture these products in Alpine's state-of-the-art U.S.
production facilities over the long term.

Alpine Confections is a leading candy producer with four state-of-
the-art production facilities in the U.S. and Canada.  Founded in
Alpine, Utah, the company produces and licenses well-known brands
of fine candies, including Maxfield's, Mrs. Fields, Harry London,
Hallmark Chocolatier, Dolce d'Or and Botticelli.

Archibald Candy Corporation is being advised in this transaction
by New York-based merchant banking firm Paragon Capital Partners,
LLC.

As previously reported, Archibald filed in June 2002 for Chapter
11 bankruptcy and emerged from bankruptcy four months later. Since
then, the company has continued to struggle financially, and
ultimately the Board decided earlier this year to put the Fannie
May and Fanny Farmer businesses up for sale.


ARINC INC: S&P Rates Corporate Credit at BB with Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to ARINC Inc. The outlook is stable. At the same
time, Standard & Poor's assigned its 'BB' rating to the company's
proposed $200 million secured credit facility due 2011 and
assigned a recovery rating of '3', indicating a meaningful (50%-
80%) recovery of principal in the event of default.

"The ratings on ARINC reflect a small equity base, limited
financial flexibility, and the weak domestic commercial aviation
market, offset somewhat by the company's leading positions in
aviation communications markets and the positive outlook for
defense spending," said Standard & Poor's credit analyst
Christopher DeNicolo.
     
Annapolis, Md.-based ARINC is a leading provider of mission-
critical communications and IT services to the global aviation
industry (45% of revenues) and engineering services to the U.S.
military and other government agencies (55%). ARINC is granted the
exclusive right by the FCC to manage and license the radio
frequencies used by the airlines, and ARINC networks carry more
than half of all air-ground messages in the world between
commercial aircraft and airline operations centers. Other
commercial transportation products include airport check-in and
boarding systems, flight display and information systems, commuter
rail control and information systems, and mobile private digital
networks and ground communications systems. ARINC's principal
shareholders are the six large U.S. airlines.
     
ARINC also provides engineering services such as systems
engineering, acquisition and program management, operational
support, and life-cycle support for defense aviation systems, with
offices located at every U.S. Air Force base. It also provides
onsite technical and training support for complex electronic
systems for all branches of the military, and provides integration
of new navigational, communications, and command and control
systems for defense and other government agencies. This business,
though less volatile than the commercial operations, also has much
lower margins, as most contracts are time and material or cost-
plus in nature.

The company's defined benefit pension plan is currently
underfunded by $60 million due to historically low interest rates
and declining equity markets through 2002. In order to fully fund
the plan, ARINC has proposed to the Department of Labor a sale-
leaseback of its headquarters facility to the plan plus a $15
million cash contribution, which will be funded with proceeds from
its proposed $200 million credit facility. Approval from the
Department of Labor is expected to occur in the first half of
2004.
     
The new credit facility will also be used to refinance existing
bank debt and privately placed notes. Total debt will increase
modestly.
     
ARINC's leading niche market positions, steady defense business,
and efforts to address its underfunded pension should offset its
exposure to the commercial aviation market and somewhat higher
debt levels.


ARVINMERITOR: Names Robert Guy VP of Finance for LVS Biz. Group
---------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) announces that Robert (Rob) Guy has
been named vice president of Finance for the company's Light
Vehicle Systems (LVS) business group, and that Marc Pensa has been
named vice president of Finance for ArvinMeritor's Commercial
Vehicle Systems (CVS) business group.  Both men will report
directly to Rakesh Sachdev, ArvinMeritor vice president and
controller.  The appointments were effective Dec. 1, 2003.

In their new positions as Finance leaders of the LVS and CVS
businesses, Guy and Pensa are responsible for accounting;
financial planning and reporting; strategic planning; business
analysis; and operational support for their respective businesses.

Guy joined ArvinMeritor in 1999 as vice president of Finance for
CVS. Before coming to ArvinMeritor, he held a number of leadership
positions in a four-year career with Lear Corporation.  He began
his career in 1976 with 10 years at Ex-Cell-O Corporation,
followed by 10 years with Textron Automotive Co.

Guy holds a bachelor's degree in accounting from Michigan State
University and a master's degree in marketing from Northern
Illinois University.  He also did mergers-and-acquisitions course
work with the American Management Association, and participated in
the Textron Executive Development program through Harvard Business
School.

Pensa joined ArvinMeritor in 1990, and has held a number of
financial management positions within the CVS organization,
including positions with Rockwell International of Canada, ZF
Meritor and, most recently, senior director of Finance for the CVS
business group.  He began his career with KPMG in London, Ont.,
Canada.

A Certified General Accountant (CGA), Pensa earned a bachelor of
commerce degree in business administration, with honors, from the
University of Windsor in Windsor, Ont., Canada.

ArvinMeritor, Inc. (S&P, BB+ Corporate Credit Rating, Negative
Outlook) is a premier $8-billion global supplier of a broad range
of integrated systems, modules and components to the motor vehicle
industry.  The company serves light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and related
aftermarkets. Headquartered in Troy, Mich., ArvinMeritor employs
approximately 32,000 people at more than 150 manufacturing
facilities in 27 countries.  ArvinMeritor common stock is traded
on the New York Stock Exchange under the ticker symbol ARM.  For
more information, visit the company's Web site at
http://www.arvinmeritor.com/


ATX COMMS: Files for Chapter 11 Reorganization in SD of New York
----------------------------------------------------------------
ATX Communications, Inc., which, through its subsidiaries, is a
leading integrated communications provider, commenced the final
stage of its previously announced recapitalization initiative by
filing voluntary petitions for reorganization under the protection
of Chapter 11 of the U.S. Bankruptcy Code.

The filing includes all of the Company's subsidiaries, which will
continue to operate their businesses in the ordinary course. The
reorganization process is not expected to have any effect on the
Company's customers or operations.

The Company also has finalized debtor-in-possession financing to
be provided by Leucadia National Corporation (NYSE & PCX:LUK).
Leucadia is a diversified $2.8 billion holding company with
telecommunications and network assets through its ownership of
WilTel Communications Group, which operates one of the most
advanced fiber-based telecommunications networks in the world.
Leucadia has agreed to work cooperatively with ATX to achieve the
Company's recapitalization so as to preserve and maximize the
Company's operations and value. The terms of the financing are
consistent with the terms announced by the Company on December 23,
2003.

In addition to supporting ATX's restructuring initiative with new
financing, Leucadia has purchased the Company's $156 million
senior secured debt facility and has become the Company's sole
senior secured lender under the facility.

Thomas Gravina, ATX's president and chief executive officer,
stated, "This reorganization will allow the Company to operate in
the ordinary course, while we restructure under the protection of
the court in order to improve the Company's capital structure and
position it for growth in the future. This is a widely used
procedure that allows companies to reorganize in an orderly
fashion. We are very pleased that Leucadia has become our sole
secured lender and has demonstrated support of our restructuring
efforts, including through the financing that they have provided."

"Our customers have been, and will continue to be, our number one
priority and ATX will be there to meet their telecommunications
needs, both now and into the future. Daily operations will
continue as usual, and ATX intends to emerge from this proceeding
as swiftly as possible."

Through the proceeding, the Company intends to complete an effort
that began in 2001 to improve its operations and recapitalize. ATX
has demonstrated considerable success to date towards this
endeavor, improving profitability by more than $160 million
annually, generating positive EBITDA in seven of the past eight
quarters, recapitalizing approximately $600 million in unsecured
debt, and eliminating more than $140 million in other liabilities.

"Despite shifting economic conditions and difficult capital
markets in the telecom sector since 2000, we have made significant
progress towards achieving our objectives of improving the
Company's operations, increasing profitability, eliminating debt
and resolving outstanding litigation," said Gravina. "We believe
that by utilizing the protections granted by Chapter 11, we will
be able to complete our restructuring plans and position the
Company for a bright new future."

ATX filed its voluntary petitions in the U.S. Bankruptcy Court for
the Southern District of New York.

The Company has established a section on its Web site where
visitors may get updated information about its restructuring plan
and progress: http://www.atx.com/movingforward/  

Tracing its roots back to 1985, ATX Communications, Inc. is a
holding company which, through various wholly-owned subsidiaries,
is a facilities-based integrated communications provider offering
local exchange carrier and inter-exchange carrier telephone,
Internet, e-business, high-speed data, and wireless services to
business and residential customers in targeted markets throughout
the Mid-Atlantic and Midwest regions of the United States. Through
its various subsidiaries, ATX currently serves more than 300,000
business and residential customers. For more information about
ATX, visit http://www.atx.com/  

Leucadia National Corporation is a holding company for its
consolidated subsidiaries engaged in a variety of businesses,
including telecommunications (through WilTel Communications
Group), banking and lending (principally through American
Investment Bank, N.A.), manufacturing (through its Plastics
Division), real estate activities, winery operations, development
of a copper mine (through its 72.8% interest in MK Gold Company),
and property and casualty insurance and reinsurance. Leucadia
currently has equity interests of more than 5% in the following
domestic public companies: AmeriKing, Inc. (6.8%), Carmike
Cinemas, Inc. (11%), The FINOVA Group, Inc. (indirectly 25%
through its interest in Berkadia), HomeFed Corporation (30.3%),
Jackson Products, Inc. (8.8%), Jordan Industries, Inc. (10.1%),
Metrocall Holdings, Inc. (indirectly 7.3% through its interest in
WebLink Wireless, Inc.), and ParkerVision, Inc. (6.3%).


ATX COMMUNICATIONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: ATX Communications, Inc.
             50 Monument Road
             Bala Cynwyd, PA 19004

Bankruptcy Case No.: 04-10217

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                             Case No.
     ------                                             --------
     CoreComm New York, Inc.                            04-10214
     CoreComm Services LLC                              04-10215
     ATX Telecommunications Services of Virginia, LLC   04-10216
     CCL Historical, Inc.                               04-10218
     FiberStream, Inc.                                  04-10219
     Corecomm Communications, Inc.                      04-10220
     CoreComm Indiana, Inc.                             04-10221
     FiberStream of New York, Inc.                      04-10222
     CoreComm Michigan, Inc.                            04-10223
     CoreComm Illinois, Inc.                            04-10224
     CoreComm Newco, Inc.                               04-10225
     CoreComm Massachusetts, Inc.                       04-10226
     CoreComm Missouri, Inc.                            04-10227
     CoreComm Vermont, Inc.                             04-10228
     CoreComm New Jersey, Inc.                          04-10229
     CoreComm Ohio, Inc.                                04-10230
     CoreComm Wisconsin, Inc.                           04-10231
     CoreComm Pennsylvania, Inc.                        04-10232
     FCC Holdco I, Inc.                                 04-10233
     CoreComm Rhode Island, Inc.                        04-10234
     CoreComm West Virginia, Inc.                       04-10235
     Cortelyou Communications Corp.                     04-10236
     ATX Licensing, Inc.                                04-10237
     Digicom, Inc.                                      04-10238
     CoreComm-Voyager, Inc.                             04-10239
     CoreComm-ATX, Inc.                                 04-10240
     Voyager Data Services, Inc.                        04-10241
     Voyager Information Networks, Inc.                 04-10242
     CoreComm Internet Group, Inc.                      04-10243
     Horizon Telecommunications, Inc.                   04-10244
     Megsinet Internet, Inc.                            04-10245

Type of Business: One of the top Integrated Communications
                  Providers in the U.S, the Debtor, a local-
                  exchange and interexchange carrier provides
                  integrated voice and data services, operates a
                  nationwide ATM (asynchronous transfer mode)
                  network. See http://www.atx.com/

Chapter 11 Petition Date: January 15, 2004

Court: Southern District of New York (Manhattan)

Judge: Carter Beatty

Debtors' Counsels: Paul V. Shalhoub, Esq.
                   Marc Abrams, Esq.
                   Willkie, Farr, & Gallagher LLP
                   787 Seventh Avenue
                   New York, NY 10019
                   Tel: 212-728-8764
                   Fax: 212-728-8111

Total Assets: $160,231,000

Total Debts:  $329,906,000


AURORA FOODS: Wants to Make $17.5-Mill. Termination Fee Payment
---------------------------------------------------------------
Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, relates that Aurora Foods was
engaged in a comprehensive financial restructuring designed to
reduce its outstanding indebtedness, strengthen its balance sheet,
and improve its liquidity, thereby enabling it to successfully
reorganize and continue operations.  As part of its restructuring
efforts, Aurora entered into a stock purchase agreement in July
2003.  Under the stock purchase agreement, J.W. Childs Equity
Partners III, L.P. would invest $200,000,000 in exchange for
65.5% of the Debtors' equity, which would be effected through a
prenegotiated Chapter 11 Reorganization Plan to commence during
the second half of 2003.

After entering into the stock purchase agreement, J.W. Childs
engaged in discussions with J.P. Morgan Partners LLC and CDM
Investor Group LLC, which, in turn, engaged in negotiations for
the acquisition of Pinnacle Foods Holding Corporation from Hicks,
Muse, Tate & Furst, Inc.  At the same time, Aurora engaged in
negotiations with the prepetition lenders and the holders of the
publicly traded senior subordinated notes regarding the terms of
the restructuring.  Aurora's tranches of Subordinated Notes are:

   (1) 9-7/8% Senior Subordinated Notes due 2007;
   (2) 9-7/8% Series C Senior Subordinated Notes due 2007; and
   (3) 8-3/4% Senior Subordinated Notes due 2008.

                            The Merger

On August 8, 2003, Pinnacle entered into an agreement and Merger
Plan with Crunch Holding Corp. and Crunch Acquisition Corp., a
wholly owned subsidiary of Crunch Holding, providing for the
merger of Crunch Acquisition with and into Pinnacle after which
Pinnacle would become a wholly owned subsidiary of Crunch.  The
Pinnacle Transaction closed on November 25, 2003.

At various times from July through September 2003, Aurora, J.P.
Morgan, J.W. Childs, the Lenders and the holders of the
Subordinated Notes had discussions and negotiations with respect
to the Original Stock Purchase Agreement and the possibility of
combining Pinnacle and Aurora.

In September 2003, JPMP and J.W. Childs entered into a
transaction agreement pursuant to which they agreed to jointly
invest in both Pinnacle and Aurora, subject to reaching a
definitive agreement with Aurora.  Aurora undertook discussions
with J.W. Childs, JPMP, CDM and an informal committee of holders
of more than 50% of the Subordinated Notes in an attempt to
negotiate the terms of an amended transaction.  The amended
transaction was set to provide for the restructuring of Aurora
and the "Pinnacle-Aurora" Merger, in connection with a consensual
plan of reorganization.

On October 14, 2003, the Company issued a press release
announcing that it revised its previously announced financial
restructuring and had entered into a letter of intent, dated
October 13, 2003, with J.W. Childs, JPMP, CDM, and the
Noteholders Committee.  Under the LOI, the Aurora's previous
agreement with J.W. Childs would be amended to provide for a
comprehensive restructuring transaction in which Aurora and Sea
Coast Foods, Inc., would file for bankruptcy relief and would
then be combined with Pinnacle.

On November 25, 2003, the Aurora entered into an Agreement and
Plan of Reorganization and Merger with Crunch.  Crunch was formed
by J.W. Childs, JPMP, and CDM as the New Equity Investors, for
the purposes of making their respective investments in Pinnacle
and Aurora.  The Merger Agreement contemplates the restructuring
pursuant to the terms of the Plan, which was consensually agreed
to by the Lenders, the New Equity Investors, and the Noteholders
Committee.

Under the terms of the Plan, the Merger Agreement will be
approved, resulting in the payment in full of all creditors'
claims against the Debtors, other than the claims arising from
the Subordinated Notes.  Mr. Davis informs the Court that a
majority of the holders of the Subordinated Notes has agreed to
the treatment provided in the Plan.

           The Termination Fee and Expense Reimbursement

Crunch and its professionals expended considerable time, money,
and energy in pursuing the Merger Agreement and engaged in
prolonged, multilateral, good faith, arm's-length negotiations.  
Subsequently, the Debtors agreed to pay a termination fee and
expense reimbursement to Crunch.

The Merger Agreement provides that Crunch is entitled to the
Termination Fee, if, at the time of termination of the Agreement:

A. Crunch is not in material breach of any of its obligations
   under the Agreement; and

B. if the Merger Agreement is terminated by:

   (a) Crunch, if the Closing has not occurred by March 31, 2004,
       provided, that Crunch's failure to fulfill any obligation
       under the Merger Agreement will not have been the cause
       of, or will have resulted in, the failure of the Closing
       to occur by the date, and that Aurora  enters into an
       Alternative Agreement in respect of a Superior Proposal
       within six months after the termination;

   (b) Crunch, if Aurora enters into an Alternative Agreement and
       the Alternative Agreement is approved by the Bankruptcy
       Court; or

   (c) Aurora, if the Board of Directors determines in good
       faith, after consulting with outside counsel and financial
       advisors, that entering into an Alternative Agreement with
       regard to a Superior Proposal is necessary to satisfy the
       Board of Directors' fiduciary duties under applicable law.

In the event the Termination Fee becomes payable, the Merger
Agreement provides that the fee must be paid:

   (1) upon consummation of the transaction contemplated
       by the Alternative Agreement; and

   (2) within five business days after the date of termination or
       the later date as the Bankruptcy Court may direct, but in
       no event later than the earlier of the consummation of the  
       transaction contemplated by an Alternative Agreement and
       the effective date of a plan of reorganization.

The Merger Agreement further provides that Crunch will be
entitled to a $7,500,000 Expense Reimbursement, if it is entitled
to the Termination Fee.

In the event the Expense Reimbursement becomes payable as a
result of the Termination Fee becoming payable, the reimbursement
will be made:

   (1) upon the consummation of the transaction contemplated by
       the Alternative Agreement and the effective date of a plan
       of reorganization; and

   (2) within five business says after the date of termination or
       the later date as the Bankruptcy Court may direct, but in
       no event later than the earlier of the consummation of
       the transaction contemplated by an Alternative Agreement
       and the effective date of a plan of reorganization for
       Aurora.

Mr. Davis asserts that the Plan and Merger Agreement and
specifically the proposed break-up payment -- the termination fee
and expense reimbursement -- are the products of extensive, good
faith, arm's-length negotiations between the Debtors and Crunch.  
The Break-Up Payment amount is fair and reasonable, particularly
in view of:
   
   -- Crunch's efforts, to date;

   -- the stabilizing effect that the execution of the Old Stock
      Purchase Agreement and the Merger Agreement is expected to
      have on the Debtors' business; and

   -- the risk to Crunch of undertaking extensive due diligence
      without the certainty that the merger will be consummated.

Mr. Davis further asserts that investor protections like the
Break-Up Payment, encourage a potential acquirer to invest the
requisite time, money, and effort to negotiate with a debtor, and
perform the necessary due diligence despite the inherent risks
and uncertainties of the Chapter 11 process.

The Debtors believe that the Break-Up Payment is an actual,
necessary expense to attracting alternate offers in bankruptcy.
Despite the Debtors' efforts to find higher and better offers
prior to signing the Merger Agreement, the Debtors were unable to
obtain a firm commitment for a better transaction.  The Debtors'
agreement to pay the Break-Up Payment was a necessary inducement
for Crunch to enter into the Merger Agreement, resulting in
postpetition benefits to the Debtors' estates.  Thus, the Debtors
submit that the Break-Up Payment is an actual, necessary expense
to selling their assets and in administering their estates.  
Moreover, break-up fees like the Break-Up Payment have been found
to constitute administrative expenses under similar circumstances
in other cases, Mr. Davis contends.

Because the transactions contemplated by the Merger Agreement and
the Plan are adequate to permit distributions in full to general
unsecured creditors, the Debtors submit that any higher and
better offer will necessarily permit distributions in full to
general unsecured creditors.  Therefore, granting administrative
expense status to the Break-Up Payment will have little or no
impact on general unsecured claims.

For these reasons, the Debtors seek the Court's authority to:

   (a) pay the Break-Up Payment upon the terms and conditions
       of the Merger Agreement, comprising of:

        (i) $10,000,000 as Termination Fee; and

       (ii) $7,500,000 as Expense Reimbursement, which
            constitutes the reasonable legal, accounting,
            consulting, and other out-of-pocket expenses incurred
            by, or on behalf of Crunch or its affiliates, in
            connection with any of the transactions contemplated
            by the Merger Agreement; and

   (b) determine the Break-Up Payment to constitute an      
       administrative expense of the Debtors' estates.

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. (Aurora Foods Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


BLUE GRASS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Blue Grass Manufacturing Company of Lexington, Inc.
        1454 Jingle Bell Lane
        Lexington, KY 40509

Bankruptcy Case No.: 04-50071

Type of Business: The Debtor is a contract manufacturer,
                  servicing major Fortune 500 corporations.  As a
                  full-service contract manufacturer, BGM offers
                  an array of major products and services ranging
                  from machined components for the heavy truck
                  industry, tooling for automotive, fabricated
                  product for the utility industry, micro-welded
                  mounts for lighting, major electro-mechanical
                  assemblies for appliances and packaging services
                  for the consumer industry. See
                  http://www.bluegrassmfg.com/

Chapter 11 Petition Date: January 12, 2004

Court: Eastern District of Kentucky (Lexington)

Judge: Joseph M. Scott Jr.

Debtor's Counsel: Tracey N. Wise, Esq.
                  Wise DelCotto PLLC
                  219 North Upper Street
                  Lexington, KY 40507-1300
                  Tel: 859-231-5800

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Raymond Joshua H Esq.         Preference judgment       $167,074

Jorgensen Earle M Co.         Trade debt                 $25,047

Stoll Keenon and Park LLP     Legal services             $22,310

Chicago Tube and Iron         Trade debt                 $20,210

Main Line Supply Co. Inc.     Trade debt                 $14,814

Long Stanton Manufacturing    Trade debt                 $14,332
Co.

Willstaff Inc.                Trade debt                 $12,850
c/o Mark J Neal

General Casting Co            Trade debt                 $12,581

DSM Inc                       Trade debt                 $12,305

M and S Electronics Inc.      Trade debt                  $9,637

Auger Metal Products          Trade debt                  $9,552

Teknik S A de C V             Trade debt                  $8,777
c/o Chase Bank of Texas NA

Cincinnati Ventilating Co.    Trade debt                  $8,213

Hiler Industries              Trade debt                  $8,203

Doall Kentucky                Trade debt                  $5,824

Alro Group                    Trade debt                  $5,585

Kring Ray Farley and Riddle   Accounting Services         $5,500
PSC

Cincinnati Fastener           Trade debt                  $5,366

Kentucky Mountain Industries  Trade debt                  $5,146

Wright Powder Coatings Inc.   Trade debt                  $4,634


BP INTERNATIONAL: Red Ink Continued to Flow in Second Quarter
-------------------------------------------------------------
BP International, Inc. (OTCBB:BPIL) announced financial results
for the second quarter and six months ended November 30, 2003.

Net Revenues from continuing operations for the six month period
were $2.529 million versus $3.232 million for the same period in
2002, a 21.75% decline. However, at $1.245 million, net revenues
from continuing operations for the second quarter ended November
30, 2003 recorded only a 0.9% decrease from net revenues from
continuing operations for the same period, prior year, which were
$1.257 million.

The net loss applicable to common shareholders for the three-month
period was $437,373, or $(0.01) per share, compared to $282,546,
or $(0.01) per share, for the prior year period. For the first six
months of FYE 2004, the net loss applicable to common shareholders
was $884,738 or $(0.02) per share, compared to $318,720 or $(0.01)
per share for the same period in FYE 2003.

Commenting on the second quarter results, Larry Ball, CEO and
Chairman of the Board for BPI, said, "During the last eight
months, BPI has undergone massive reorganization and
restructuring. Some of that was painful, some of it was expensive,
but all of it was necessary to put us on track for the gains we
anticipate over the next three years. With those costs isolated, I
find our second quarter numbers to be very encouraging.

"Our product lines are seasonal, meaning sales fluctuate greatly
from one quarter to the next. Our first quarter numbers,
representing what are usually our busiest months, were down 35%
over the previous year. The reason for the first quarter decline
was management's focus on our reorganization, and our sales
reflected the confusion that usually accompanies serious
reorganization. The management team was focused inwardly,
analyzing our strengths and identifying the organizational
weaknesses that would prohibit the growth we wanted, and then
eliminating them.

"These second quarter numbers, despite representing months that
are traditionally our slowest months, stayed on par with the same
time period last year. This shows that the changes we made earlier
this year are in recovery and moving forward."

In June of 2003, Ball took the company public and spearheaded the
company's reorganization of the management team, the sales staff,
and a restructuring of the manufacturing facility based on
changing industrial trends. Much of the restructuring reflects the
company's commitment to new product lines which will position the
company to capitalize on emerging markets and new technologies.

Discussing his expectations for the remainder of this fiscal year,
Ball stated, "Our new textile fabrication plant, Telas Olefinas,
is now completed, outfitted, and just beginning to get up and
running. The significance of this facility on BPI's growth and
profitability cannot be overestimated. Telas Olefinas will assume
production of our current fabric needs while developing new
fabrics designed to dramatically improve performance and cosmetic
appearance in windscreens, privacy screens, and ShadeZone(TM)
fabrics -- our biggest sellers. This greatly increased capability
to design and manufacture specialty fabrics to our own
specifications gives BPI a tremendous advantage over the
competition, and will make us one of the few self-supportive
manufacturers in the industry.

"With the addition of ShadeZone(TM), our fabric architecture shade
structure line, we have positioned BPI to become a leader in a
wide open, exponentially expanding market. Because of the quality
and versatility of this line, coupled with the capabilities of
Telas Olefinas, we expect ShadeZone will soon eclipse the tennis
division as BPI's largest revenue generator. This is one of the
decisions our management team made last year, after recognizing
the tennis equipment market had peaked, and that we needed a new
and exciting product line that would carry us into serious and
rapid growth in the upcoming years."

Ball pointed to recently completed contracts representative of new
growth areas for BPI. Those jobs include: the contract to
manufacture Mike Bender's new golf swing equipment; major shade
structure contracts for municipal parks, the USTA Florida
Headquarters, and several Florida school districts; the batting
tunnels for the Montreal Expos and for the Pan American Games; and
the newly completed ShadeZone Golf Line, debuting at the PGA trade
show this month.

"These are all jobs we've announced in the last few months," Ball
said, "and they are just the tip of the iceberg. We are currently
finalizing contracts for ShadeZone structures at major theme
parks, athletic facilities, and entire school districts. In
addition, in February, 40 independent contractors from around the
country will be attending our first ShadeZone Distributor Training
Seminar so they can begin selling and installing our shade
structures in their respective states. All of this activity is
based on our carefully delineated 3-5 year growth strategy. I
consider BPI to be right on track for the gains we projected at
the beginning of this fiscal year."

                         *     *     *

            Liquidity and Going Concern Uncertainty

In a Form 10-QSB filed with the Securities and Exchange
Commission, BP International reported:

"Our principal source of working capital is income from
operations, borrowings under our revolving credit facilities, and
capital investment.

"We have experienced losses in the last two years and have relied
upon borrowings under our revolving credit facilities and capital
investment to maintain liquidity and continue operations. Our
auditors have raised substantial doubt about our ability to
continue as a going concern.

"We have a revolving credit line which is secured by certain
eligible receivables and certain eligible inventory. We can borrow
up to 50% of our eligible inventory and up to 80% of our eligible
receivables. The eligible inventory and eligible receivables is
recalculated monthly, and audited quarterly. Presently, we have
borrowed the maximum available under the credit line. In addition,
at May 31, 2003, we are not in compliance with certain covenants
associated with its revolving line of credit agreement.

"During 2002 and early 2003, we began to more fully develop our
industrial fabric operations. As a result, we incurred additional
advertising, personnel and research and development costs
associated with this effort. In addition, management has employed
additional administrative, production and sales staff in
anticipation of significantly increased sales volume (particularly
with respect to industrial fabrics) in fiscal 2004 in accordance
with our business plan. In connection with this effort, we have
restructured its long-term debt obligations and has identified
sources of additional equity capital.

"Accordingly, we feel that the activities described in the
preceding paragraph have positioned us to experience increased
sales volume of more profitable industrial fabrics. Further, we
contemplate that increased sales combined with anticipated
additional capital contributions, will significantly improve
operations and cash flow in 2004 and beyond. However, there can be
no assurance that management will be successful in obtaining
additional funding or in attaining profitable operations.

"We are aware of an uncertainty that could have a negative
material impact upon our income and short-term liquidity. We were
contracted to construct outdoor shade structures for the Collier
County school playgrounds in South Florida. We provided the
manufacturing for the project, and one of our large clients
contracted to perform the general contracting and installation. An
engineer we hired for the project developed an inadequate design
for several parts of the structure. Also, the bid documents upon
which we based our design contained directives with respect to
wind load for the project that were vaguely defined; as a result,
the project did not meet adequate wind load requirements.

"We are presently working with Collier County to resolve the
deficiencies in the project. All parties involved, the County,
ourselves, the engineer, and the general contractor, are presently
expressing their willingness and flexibility to participate in a
workout. Our present estimate indicates that corrective actions
costing $873,271 would resolve the deficiencies in the project. As
of the date of this report, we have paid $616,940.50 to make
corrections to the project. We remain confident that some of these
expenditures would be shared by the other participants in the
project, but the specific contributions have yet to be decided. We
have hired an attorney to offer his opinion with respect to our
ultimate liability. We expect this opinion shortly. Our potential
costs in connection with the project could be substantial, and
such costs could materially effect our operations.

"So far no cause of action has been filed with respect to the
project, and no party has threatened to bring a suit immediately.
However, it is possible that if we are not able to come to some
resolution with the County, that the matter could ripen into a
cause of action in which we would be a defendant. In such a suit,
we could face substantial losses that would materially effect our
operations.

"We are, however, aware of a trend that we feel could potentially
have a positive impact on our sales, revenue, and income. In the
past several years, increasing attention has been paid to the
potentially harmful effects of sun exposure, especially to our
nation's youth. Our ShadeZone line of outdoor shade structures is
designed to address this concern.

"We have relied upon capital investment and loans from a principal
shareholder, DM Ventures, LLC, and its affiliate LDM Holdings. We
cannot guarantee, however, that either DM Ventures or LDM Holdings
will continue to provide capital and loans to maintain our
liquidity. If we cannot secure additional capital investment or
loans in the upcoming year, our operations will be materially
affected."


BRIDGE: Plan Administrator Sues GovPX to Recover $1.4 Million
-------------------------------------------------------------
Using numerous technologies, the Bridge Information Systems
Debtors disseminated financial information and news products,
including real-time financial data, news and analytical tools, to
international financial markets and news media in over 65
countries.  As part of their operations, the Debtors retained
GovPX, Inc. to provide services related to the exchanges by which
their customers accessed data.

Scott P. Peltz, the Chapter 11 Plan Administrator, seeks to avoid
and recover preferential transfers made to GovPX.

Cynthia A. Fonner, Esq., at Foley & Lardner, in Chicago,
Illinois, relates that BIS America Administration, Inc., formerly
known as Bridge Information Systems America, Inc., made wire
transfers to GovPX:

   Wire Amount         Date
   -----------         ----
     $536,060       01/05/2001
      187,382       01/15/2001

TLR Administration, Inc., formerly known as Telerate, Inc.,
transferred $100,000 to GovPX via Check No. 1517730 dated
November 15, 2000.  TLR also made these wire transfers to GovPX:

   Wire Amount         Date
   -----------         ----
      $49,290       11/28/2000
      178,096       12/07/2000
      100,000       12/13/2000
       80,057       01/15/2001
       92,630       01/22/2001
       89,409       01/26/2001

Ms. Fonner argues that the Transfers are avoidable pursuant to
Section 547(b) of the Bankruptcy Code because each transfer:

   (a) was a transfer of an interest of a Debtor in property;

   (b) was to or for the benefit of a creditor;

   (c) was for or on account of an antecedent debt owed by the
       Debtor before the transfer was made;

   (d) was made while the Debtor was insolvent;

   (e) was made on or within 90 days before the Petition Date;
       and

   (f) enabled GovPX to receive more than it would have received:

          -- if these cases had been filed as Chapter 7 cases;

          -- had the transfer not been made; and

          -- had GovPX received payment of debt to the extent
             provided by the provisions of the Bankruptcy Code.

GovPX was the initial transferee of the Transfers pursuant to
Section 550(a)(1) of the Bankruptcy Code.  Under this statutory
provision, Ms. Fonner contends, Mr. Peltz may be able to recover
the Transfers from GovPX.

Mr. Peltz demanded the return of the Transfers by a letter dated
November 20, 2002.  GovPX believes that it possesses certain
affirmative defenses.  However, GovPX has not provided sufficient
information to Mr. Peltz to meet its burden.  Mr. Peltz is also
entitled to recover interest accruing at the applicable rate,
from the Demand Date to the date on which judgment is entered,
excepting the time during which matters were tolled, Ms. Fonner
adds.

Accordingly, Mr. Peltz asks Judge McDonald to enter a judgment in
his favor and against GovPX for $1,412,924, plus interest and
costs. (Bridge Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


BRIGHTPOINT: Will Provide Cricket Integrated Logistics Services
---------------------------------------------------------------
Leap Wireless International, Inc., a leading provider of unlimited
local wireless communications services and Brightpoint, Inc.
(NASDAQ:CELL), announced that Brightpoint's subsidiary,
Brightpoint North America L.P., has been selected to provide
integrated logistics services to Cricket Communications, Inc.

Brightpoint will provide Cricket with a variety of services,
including, but not limited to, inventory management, product
fulfillment and distribution, returns management, and credit
management services. The provision of these services is subject to
the finalization and execution of a definitive and binding service
agreement.

"We are excited about entering into this relationship with
Brightpoint," stated Glenn Umetsu, Leap's executive vice president
and chief operating officer. "Our selection of Brightpoint will
enable us to provide state-of-the-art supply chain services to our
Cricket retail outlets, national retailers and independent
dealers."

"We are pleased to provide Cricket with a range of integrated
logistics services to facilitate their innovative and customer-
focused service offering," stated J. Mark Howell, President of
Brightpoint, Inc. and Brightpoint Americas.

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the mass
market. Leap pioneered the Cricket Comfortable Wireless(R) service
that lets customers make all of their local calls from within
their local calling area and receive calls from anywhere for one
low, flat rate. For more information, please visit
http://www.leapwireless.com/  

With Cricket(R) service, customers can make unlimited local calls
over their service area for a low rate of $29.99 per month, plus
taxes and fees. For customers wanting more than just basic
unlimited wireless service, Cricket also provides two simple, cost
competitive value bundles with multiple calling features. Text
messaging and downloadable ringtones are also available for a
small additional fee, and Cricket customers can purchase long
distance service to anywhere in the United States, Mexico or
Canada either as part of value bundle or in per minute increments.
Cricket service is an affordable wireless alternative to
traditional landline service and appeals to people completely new
to wireless - from students to young families and local business
people. For more information, please visit www.mycricket.com.

Brightpoint is one of the world's largest distributors of mobile
phones. Brightpoint supports the global wireless
telecommunications and data industry, providing quickly deployed,
flexible and cost effective solutions. Brightpoint's innovative
services include distribution, channel management, fulfillment,
eBusiness solutions and other outsourced services that integrate
seamlessly with its customers. Additional information about
Brightpoint can be found on its Web site at
http://www.brightpoint.com/

As previously reported, Standard & Poor's Ratings Services raised
its corporate credit rating on Indianapolis, Indiana-based
Brightpoint Inc. to 'B+' from 'B'. The upgrade reflects Standard &
Poor's expectation of continued revenue growth and consistent
profitability. The outlook is stable. Total debt outstanding is
about $13 million.


BULL RUN CORP: November 30 Net Capital Deficit Narrows to $18MM
---------------------------------------------------------------
Bull Run Corporation announced a net loss of $1.1 million for its
first quarter ended November 30, 2003, compared to a net loss of
$1.2 million in the prior year.  Revenues from continuing
operations for the current year period were $21.6 million.  Prior
year revenues of $31.1 million and operating profit of $6.3
million included $5.3 million of nonrecurring consulting fee
income derived from a company in which Bull Run formerly held an
equity investment.  Prior year results also included non-cash non-
operating charges of approximately $5.2 million attributable to
Bull Run's former equity investment assets.

At November 30, 2003, Bull Run's balance sheet shows a working
capital deficit of about $77 million, and a total shareholders'
equity deficit of about $18 million.

Bull Run, through its wholly-owned operating company, Host
Communications, Inc., provides affinity, multimedia, promotional
and event management services to universities, athletic
conferences, corporations and associations.  During the prior
fiscal year ended August 31, 2003, Bull Run sold all of its
significant equity investment assets, generating proceeds of over
$46 million, of which, $38 million was used to reduce the
Company's long-term debt.  During the first quarter of the current
fiscal year, Bull Run converted over $8 million of debt to
preferred equity.  As a result of the reduction in outstanding
debt, interest expense for the recently completed quarter was
approximately half of the $2.2 million incurred during the same
period of the prior fiscal year.

Bull Run also announced that effective with the open of business
yesterday, its common stock was immediately eligible for quotation
on the OTC Bulletin Board under the trading symbol "BULL".
Effective with the open of business yesterday, the Company's
common stock will no longer be listed on the Nasdaq SmallCap


CARMIKE CINEMAS: Commences Tender Offer for 10-3/8% Senior Notes
----------------------------------------------------------------
Carmike Cinemas, Inc. (NASDAQ: CKEC) commenced a cash tender offer
for all $154.3 million outstanding principal amount of its 10-3/8%
Senior Subordinated Notes due 2009 (CUSIP No.143436AE3).

In connection with the tender offer, Carmike is soliciting holders
to consent to proposed amendments to the indenture governing the
notes, which will eliminate substantially all of the restrictive
covenants, certain related events of default and certain other
terms. The tender offer is subject to a number of conditions,
including receipt of certain consents and completion of certain
refinancing transactions.

Carmike may amend, extend or, subject to certain conditions,
terminate the tender offer and the consent solicitation. The terms
and conditions of the tender offer and the consent solicitation,
including the conditions of Carmike's obligation to accept the
notes tendered and pay the purchase price for them, are set forth
in an Offer to Purchase and Consent Solicitation Statement and
Letter of Transmittal and Consent dated January 14, 2004.

The tender offer will expire at 12:01 a.m. New York City time, on
Thursday, February 12, 2004, unless extended or earlier
terminated. Holders who validly tender their notes prior to 5:00
p.m., New York City time, on Wednesday, January 28, 2004, will
receive total consideration of $1,049.38 per $1,000 principal
amount of notes tendered. The total consideration is the sum of a
tender offer price of $1,046.88 per $1,000 principal amount of
notes tendered and a consent payment of $2.50 per $1,000 principal
amount of notes tendered. Holders who validly tender their notes
after the Consent Payment Deadline and prior to the Expiration
Time will receive only the tender offer consideration and will not
receive the consent payment. No tenders will be valid if submitted
after the Expiration Time. All payments will include accrued and
unpaid interest on the principal amount tendered to, but not
including, the payment date.

Holders who validly tender notes prior to the Consent Payment
Deadline will, by tendering those notes, be consenting to the
amendments to the indenture. Holders may not consent to the
amendments without tendering their notes and may not revoke their
consents without withdrawing the previously tendered notes to
which the consents relate.

Carmike has retained Goldman, Sachs & Co. to act as the exclusive
Dealer Manager and Solicitation Agent in connection with the
tender offer and consent solicitation. Questions regarding the
tender offer and consent solicitation and requests for documents
may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll
free) or Bondholder Communications Group, the Information and
Tender Agent in connection with the tender offer and consent
solicitation, at (888) 385-2663 (toll free).

Carmike's September 30, 2003, balance sheet discloses a
working capital deficit of about $36.5 million.   


CEC INDUSTRIES: Subsidiary Acquires PayCard Solutions Inc.
----------------------------------------------------------
On November 30, 2003, pursuant to an Acquisition and Financing
Agreement between CEC Industries, Inc., a Nevada corporation with
its principal place of business located at 136 Arbor Way,
Henderson, Nevada 89074, and PayCard Solutions, Inc., a Nevada  
corporation with its principal place of business located at 500
North Rainbow Blvd., Suite 300A, Las Vegas, Nevada 89107, CEC's
subsidiary, Paycard Unlimited, Inc., purchased all of the
outstanding shares of PayCard in consideration for the issuance of  
3,000,000 CEC shares to the PayCard shareholders and 200 shares or
twenty (20%) percent of the Subsidiary's outstanding shares,
whichever is greater.  

If CEC's common stock is not sufficient to generate a value of at
least $250,000 at the earlier of twenty four months or upon
liquidation, then CEC shall issue additional shares to the PayCard
shareholders such that the value is at least equal to $250,000.

Pursuant to the Agreement, CEC agreed to lend a total of $250,000
to PayCard for a term of one year with 8% interest which shall be
secured by Paycard's assets.  In addition, the Subsidiary ratified
management agreements with the following individuals which had
such agreements with PayCard:

                     Jill Stein, President

Jill Stein's area of expertise is strategic partnerships,
marketing alliances, and implementation of new products into the
marketplace. Jill Stein oversees all marketing  partnerships,
national sales campaigns, and marketing initiatives. Jill is also  
responsible for strategic development, processing contracts and
relationships, financial analysis and evaluation and compensation.

               Gloria Hall, Chief Financial Officer

Gloria Hall has over 20 years of experience as a Controller and
Finance Manager.  Gloria  is responsible for financial analysis,
evaluation, compensation, forecasting, budgeting and the Company's
competitive pricing structure for products and services.

                 Mele Gabales, VP Sales/Marketing

Mele Gabales' educational background is in electrical engineering
design, development,  and marketing. Mele is responsible for
generating and managing new and existing  strategic relationships.   
Mele oversees the department that recruits, hires, and trains the
inside/outside sales force and also heads the product development
and marketing group for stored value products.

                    Michael Anderson, Director

Michael Anderson has an extensive background in wholesale and
retail marketing, management and administration.  He has held the
positions of Corporate CEO, Corporate  CFO and director of
Operations.   His greatest strengths are administration, sales and
marketing. He has been a personal liaison for special projects
with Charles Munger, Vice Chairman of Berkshire Hathaway, Ed
Snyder, Owner of several professional sports teams, and William
Foley, CEO of Fidelity National Financial.  His sales and
marketing  experience spans over 40 years. Michael has also worked
on project teams developing and marketing wholesale and consumer
products. Specifically, Michael's experience in the insurance
industry will be highly valuable for penetrating that market.

PayCard Solutions, Inc. is a Nevada Corporation that was recently
formed to capitalize on the electronic payment solutions market.  
PayCard Solutions, Inc. provides an  electronic pay card to a wide
range of companies and individuals both domestically and  
internationally.  This market is at the beginning of an amazing
explosion and, according to the Company, PayCard Solutions, Inc.
is in a better position than any other company to take advantage
of this opportunity.

CEC Industries' September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $860,000.

The Company's financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplates continuation of the Company as a going concern.

The future success of the Company is likely dependent on its
ability to attain additional capital to develop its proposed
business objectives and ultimately, upon its ability to attain
future profitable operations.  There can be no assurance that the
Company will be successful in obtaining financing, or that it will
attain positive cash flow from operations.

The Company has sustained substantial losses over the years, the
ability of the Company to continue as a going concern is in
question.


CLAYTON HOMES: Fitch Revises Rating Watch to Evolving
-----------------------------------------------------
The Rating Watch on Clayton Homes and 21 classes of Vanderbilt
Mortgage manufactured housing securitizations ($225.8 million) has
been revised to Evolving from Positive by Fitch Ratings.

Currently, Fitch has an indicative senior unsecured rating of
'BB+' for Clayton Homes. In April 2003, Fitch placed the ratings
of Clayton Homes and 21 classes of Vanderbilt Mortgage
manufactured housing bonds on Rating Watch Positive. This was a
result of the April 2, 2003 announcement by Berkshire Hathaway,
Inc. to purchase Clayton Homes. Clayton provides limited
guarantees for 21 classes in twelve Vanderbilt Mortgage MH
securitizations rated by Fitch. The Positive Rating Watch
reflected the pending acquisition of Clayton Homes by Berkshire
Hathaway (rated 'AAA' by Fitch).

Berkshire Hathaway (BRK.A; BRK.B) completed its acquisition of
Clayton Homes, Inc. on Aug. 7. Legal challenges to the acquisition
were denied in late September by the Tennessee Supreme Court. On
Nov. 25, the Clayton Homes unit of Berkshire Hathaway indicated
that it had agreed to buy substantially all of the operations and
non-cash assets of Oakwood Homes Corp., a MH company that was
poised to emerge from Chapter 11 bankruptcy. The purchase of
Oakwood Homes is subject to approval by the company's creditors
and the bankruptcy court. Oakwood indicated that it and Berkshire
expect the purchase to close by March 31, 2004.

The current rating of 'BB+' on Clayton Homes is based on the
company's historically conservative corporate financial policy,
broad vertical integration, high recurring stream of income and
substantial free cash flow generation that results from its
operating model. Management clearly understands the dynamics of
the manufactured housing sector and had the discipline to not
over-expand during the last cyclical upturn. Concerns with Clayton
center on the high-risk credit profile of the financial services
operations (Vanderbilt Mortgage), and capital constraints required
to run a financial services unit. Continued pressures relating to
industry consumer and wholesale credit availability are also
concerns.

Although the acquisition of Clayton Homes has been completed, and
the 'AAA' rating of Berkshire Hathaway implies increased financial
strength, Berkshire Hathaway has not demonstrated explicit support
(i.e. guarantees) of Clayton's or Vanderbilt Mortgage's
outstanding and future debt. In addition, uncertainties related to
the pending acquisition of Oakwood Homes by Clayton
Homes/Berkshire Hathaway remain unresolved.

Classes placed on Rating Watch Evolving may be subject to
positive, neutral or negative rating action as a result of an
expected future development.

The following classes of Vanderbilt Mortgage and Finance MH
Contracts are on Rating Watch Evolving by Fitch:

   --Series 1998-A, Group I, I B-2;
   --Series 1998-A, Group II, II B-3;
   --Series 1998-B, Group I, I B-1;
   --Series 1998-B, Group II, II B-3;
   --Series 1998-C, Group I, I B-2;
   --Series 1998-C, Group II, IIB-3;
   --Series 1998-D, Group I, I B-2;
   --Series 1998-D, Group II, IIB-3;
   --Series 1999-A, Group I, I B-2;
   --Series 1999-A, Group II, II B-3;
   --Series 1999-B, Group I, I B-2;
   --Series 1999-B, Group II, II B-3;
   --Series 1999-C, Group I, I B-2;
   --Series 1999-C, Group II, II B-3;
   --Series 1999-D, Group I, I B-2;
   --Series 1999-D, Group II, II B-4;
   --Series 2000-A, Group I, I B-2;
   --Series 2000-A, Group II, II B-3;
   --Series 2000-C, Group I, B-2;
   --Series 2000-D, I B-2;
   --Series 2001-B, I B-2.


COEUR D'ALENE: Rochester Mine Silver Production Tops 100MM Ounces
-----------------------------------------------------------------
The Coeur Rochester mine, one of the largest and lowest cost
primary silver mines in the United States, this week surpassed 100
million ounces of historic silver production, reaching a major
milestone as one of the world's most productive silver mining
districts.  Rochester is owned and operated by Coeur d'Alene Mines
Corporation (NYSE: CDE), the world's largest primary silver
producer.

Rochester is the 7th largest silver mine in the world and also
produces a significant amount of gold.  Last year, historic gold
production surpassed 1 million total ounces.  Cash operating costs
have averaged $2.58 per ounce of silver since operations commenced
in 1986.

"Since it began operations, Rochester established Coeur as a
leading silver producer and has been our flagship operation ever
since," said Dennis E. Wheeler, Chairman and Chief Executive
Officer. "We expect many more years of silver and gold production
at Rochester.  This important milestone secures Rochester's place
among the world's significant silver mines."

Rochester has received five major environmental awards, including
awards for cultural resource protection, integration of
environmental protection measures into permitting activities and
wildlife habitat development and protection.  In 2001, Rochester
was presented with the Governor's Award for Excellence in mine
reclamation work.

The mine has also consistently operated at the highest levels of
safety for employees.  Rochester has received the Nevada Mining
Association's Safety Award six times in the last eight years.  
Three of those awards were for first place, making Rochester the
safest mine in its category in Nevada.  In 2002, the mine produced
6.4 million ounces of silver and 71,905 ounces of gold.  In the
most recent nine months reporting period ending September 30,
2003, the mine produced 4.1 million ounces of silver and 41,237
ounces of gold.  The most recent reserve report measured proven
and probable reserves at 39.7 million ounces of silver and 365,000
ounces of gold.

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


COMMUNITY GENERAL: S&P Affirms BB Rating with Positive Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from negative on $18.28 million of outstanding debt issued by the
Onondaga County Industrial Development Agency for Community
General Hospital of Greater Syracuse. In addition, Standard &
Poor's affirmed its 'BB' rating on the hospital's debt.
     
"The rating reflects CGH's ability to generally improve balance
sheet strength while successfully turning around operations with
the addition of new services, cost containment strategies, and
enhanced revenue cycle practices," said Standard & Poor's credit
analyst Kevin Holloran.
     
The outlook revision reflects a two-year improvement in liquidity;
a three-year trend of improved operating results, with an
operating income of $608,000 for the first nine months of fiscal
2003; and increases in CGH's overall case mix index, as well as
reductions in its overall average length of stay.
     
Also factored into the rating are Standard & Poor's concerns about
CGH's need for future capital expenditures and pension funding,
which collectively will be significant costs for CGH and CGH's
declining inpatient volumes in the Syracuse market.
     
CGH is a 356-bed, not-for-profit, acute-care facility located in
Onondaga County, N.Y. CGH, as of May 2003, completed the
separation from Health Alliance and Crouse Hospital, which is
emerging from bankruptcy and reestablishing itself as a
competitor. CGH provides medical, surgical, psychiatric, and
skilled-nursing care inpatient services, as well as outpatient
general diagnostic, ambulatory surgery, and emergency care
services. CGH currently maintains a 15% market share in the
competitive Syracuse marketplace.
     
The outlook is positive due to CGH's significant operational
improvements in both fiscals 2002 and 2003 year to date. CGH
resides in a competitive marketplace and appears to have
successfully turned operations around. However, declining
inpatient volumes and the need for sustained capital expenditures
may place constraints on CGH's ability to enhance its balance
sheet. Continued operational success in future fiscal years, along
with growth in unrestricted cash, will be necessary to achieve a
higher rating.


COVANTA ENERGY: 9.25% Debentures Settlement Under 2nd Joint Plan
----------------------------------------------------------------
To recall, the Official Committee of Unsecured Creditors of
Covanta Energy Corporation commenced an adversary proceeding
against Wells Fargo Bank Minnesota, National Association, in its
capacity as Indenture Trustee of 9.25% Debentures, and the
Informal Committee of Secured Debenture Holders, as Defendant-
Intervenor.  Covanta's Second Joint Plan of Reorganization
contemplates the settlement of the dispute between the Official
Creditors Committee and each Accepting Bondholder.

The salient terms of the 9.25% Settlement are:

A. Upon the entry of a Final Order confirming the Reorganization
   Plan in which the 9.25% Settlement has been accepted by
   Accepting Bondholders, the Official Committee will be deemed
   to have acknowledged, for those Accepting Bondholders, the
   validity, priority, non-avoidability, perfection and
   enforceability of Wells Fargo's liens and claims for Wells
   Fargo's benefit.  With respect to each Accepting Bondholder,
   the Official Committee will be deemed to have been fully
   released from any right to challenge the liens;

B. Upon confirmation of the Reorganization Plan, the holders of
   Allowed Parent and Holding Company Unsecured Claims will be
   entitled to receive 12.5% of the first $84,000,000 of each
   component of value distributable to the Accepting Bondholders
   pursuant to the Reorganization Plan -- the Settlement
   Distribution -- which entitlement will be effectuated under
   the Reorganization Plan;

C. Pursuant to the Reorganization Plan, all fees and expenses
   incurred by the Official Committee relating to the Adversary
   Proceeding through the Confirmation Date will be paid by the   
   Debtors, notwithstanding any prior order limiting the amount
   of cash collateral authorized to be used for the fees and
   expenses;

D. The holders of Allowed Parent and Holding Company Unsecured
   Claims will receive:

   (a) a waiver by Wells Fargo and the Accepting Bondholders of:

          (i) any deficiency claim on account of the Allowed
              Subclass 3B Secured Claims held by them; and

         (ii) the benefits of the subordination provisions
              contained in the Convertible Subordinated Bonds;
              and

   (b) the treatment and distributions provided in the Plan; and

E. The Accepting Bondholders agree not to file, sponsor, support
   or vote for any other reorganization plan or other transaction
   in the Chapter 11 proceedings which does not contain all of
   the substantive terms provided in the Settlement or is in any
   substantively inconsistent with any of the Settlement terms.
   (Covanta Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
   Service, Inc., 215/945-7000)   


CSK AUTO CORP: Investcorp Group Sells 2.6-Mill. CSK Auto Shares
---------------------------------------------------------------
CSK Auto Corp. (NYSE: CAO) announced that entities associated with
Investcorp, S.A., sold an aggregate of 2,634,819 shares of CSK
Auto Corp. common stock that they hold in a registered offering
and pursuant to Rule 144 of the Securities Act of 1933, as
amended.

The company will not receive any proceeds from these sales. Prior
to these transactions, the Investcorp Group owned approximately
6.7% of CSK Auto Corp.'s outstanding common stock. Upon completion
of the sales, the Investcorp Group will continue to hold
approximately 475,000 shares, or approximately 1.0% of CSK Auto
Corp.'s outstanding common stock.

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


DII INDUSTRIES: Brings-In Kirkpatrick & Lockhart as Counsel
-----------------------------------------------------------
The DII Industries, LLC, and Kellogg, Brown & Root Debtors sought
and obtained the Court's authority to employ Kirkpatrick &
Lockhart LLP as their bankruptcy counsel.

The Debtors determine that the attorneys affiliated with
Kirkpatrick are necessary to the discharge of their duties as
debtors-in-possession.  The Kirkpatrick attorneys are familiar
with the Debtors and their affairs, and have experience and
expertise sufficient to perform the tasks necessary to their
cases.  Kirkpatrick attorneys are admitted to practice before the
Courts of Pennsylvania, New York, Massachusetts, New Jersey,
Florida, Texas, California and the District of Columbia, and
other states and various bankruptcy, district, and appellate
courts across the country.

Kirkpatrick will advise and represent the Debtors with respect to
all reorganization matters, as well as any other matters that may
arise in the cases.  More specifically, Kirkpatrick will:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in their continued
       business operations and in managing their properties;

   (b) take all necessary action to protect and preserve the
       Debtors' Estates, including the prosecution of actions on
       behalf of the Debtors, the defense of any actions
       commenced against the Debtors, negotiations concerning
       all litigation in which the Debtors are involved, and
       objections to Claims filed against their estates;

   (c) prepare on behalf of the Debtors all necessary motions,
       answers, orders, reports, and other legal papers in
       connection with the administration of their estates;

   (d) assist the Debtors in preparing for and filing one or more
       amendments to the Disclosure Statement in accordance with
       Section 1125 of the Bankruptcy Code;

   (e) assist the Debtors in preparing for and filing one or more
       amendments to the Plan;

   (f) perform any and all other legal services for the Debtors
       in connection with the cases; and

   (g) perform legal services as the Debtors may request with
       respect to any matter, including, but not limited to,
       corporate finance and governance, contracts, anti-trust,
       labor, insurance, tax and litigation.

The Debtors intend to compensate Kirkpatrick according to its
standard hourly rates, which are subject to periodic adjustments
to reflect economic and other conditions.  The current hourly
rates for Kirkpatrick attorneys and paraprofessionals range from:

             Partners                   $235 - 600
             Counsel                     230 - 495
             Associates                  140 - 350
             Paraprofessionals            40 - 225

The Debtors will reimburse Kirkpatrick for all necessary expenses
incurred in connection with their cases.

Jeffrey N. Rich, a partner at Kirkpatrick, assures the Court that
the firm does not hold any interest adverse to the Debtors'
Estates.  However, Mr. Rich discloses that Kirkpatrick represents
Halliburton Company in connection with an SEC investigation
concerning revenue recognition issues associated with
construction-related contracts with Kellogg, Brown & Root, Inc.
after 2001 efforts to seek insurance coverage in connection with
the SEC investigation, and related class action lawsuits for
activities that occurred from January 1, 1998 through
December 31, 2001.

Kirkpatrick also represents Halliburton and DII Industries, LLC
in an August 11, 2003 action pending before The Court of Common
Pleas of Allegheny County in Pennsylvania, entitled RHI
Refractories Holding Company v. Halliburton Company and DII
Industries, LLC, formerly Dresser Industries, Inc. (Civil Action
No. G.D. 03-15273).  The RHI Action alleges breach of contract,
anticipatory repudiation, interference with contractual
relationships and fraudulent and negligent misrepresentation in
connection with a letter agreement between DII Industries and RHI
dated February 14, 2002.  DII Industries promised under the
Letter Agreement to, inter alia, provide RHI with certain
payments in the event specified conditions were satisfied with
respect to a reorganization plan for Harbison Walker Refractories
Company, a present RHI subsidiary and former subsidiary of DII
Industries, in H-W's Chapter 11 case before the Western District
of Pennsylvania.

Before the commencement of the RHI Action, on August 8, 2003, DII
Industries commenced an action with the District Court of Harris
County, Texas, seeking declaratory judgment that the conditions
set forth in the RHI Letter Agreement requiring it to make the
payments were not met and that, therefore, it is not obligated to
make those payments.

"The Halliburton Matters may affect the interests of the Debtors
and the RHI Action does affect the interests of DII Industries.  
However, those interests do not implicate existing or potential
disputes or conflicts between Halliburton and any of the
Debtors," Mr. Rich attests.

"Further, there are no other existing or known potential adverse
relationships between Halliburton and the Debtors that might
compromise [Kirkpatrick's] capacity or willingness to properly
and ethically discharge its duties as counsel to the Debtors in
their Reorganization Cases.

In light of its connections with Halliburton, and to avoid even
the possibility of a breach of its ethical duties to the Debtors,
Mr. Rich says that Kirkpatrick has instituted an ethical wall.  
The firm will ensure that no lawyer or paraprofessional working
on any matter for the Debtors may provide any substantive
information to Halliburton regarding the Debtors' cases or engage
in any representation of Halliburton on any matter adverse to the
Debtors.

Mr. Rich reports that the total billings for legal services
rendered or charges incurred with respect to Kirkpatrick's
representation in the Halliburton Matters amounts to less than 1%
of Kirkpatrick's revenues for the year ending November 30, 2003.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIRECTV LATIN: Files First Amended Plan & Disclosure Statement
--------------------------------------------------------------
DirecTV Latin America LLC delivered its First Amended Chapter 11
Plan and Disclosure Statement to the Court on January 7, 2003.  
The Debtor added an update on the recent transaction between
Hughes Electronics Corporation and General Motors Corporation.

On December 22, 2003, General Motors, Hughes and News Corporation
Limited completed a series of transactions that have resulted in
the split-off of Hughes from General Motors and News Corp.'s
acquisition of 34% of Hughes' outstanding common stock:

   (A) In the split-off, General Motor's former Class H common
       stockholders received shares in Hughes in exchange for
       their General Motors Class H shares.  As a result, Hughes
       has become a separate, publicly traded corporation, listed
       on the New York Stock Exchange.  General Motors also
       received a $275,000,000 special dividend from Hughes.

   (B) Simultaneous with Hughes' split-off, General Motors sold
       its 19.8% interest in Hughes to a News Corp. subsidiary.

   (C) News Corp. acquired an additional 14.2% of the equity of
       Hughes from the former General Motors Class H shareholders
       pursuant to a merger that occurred following the split-off
       and the stock sale to News Corp.

   (D) As a result of these transactions, a subsidiary of News
       Corp. now owns 34% common stock in Hughes.

The Debtor also revised its financial and subscriber projections:

          Financial Projections for Reorganized DirecTV
                         ($ in Millions)

                                 2003         2004        2005
                               Pro-Forma    Forecast    Forecast
                               ---------    --------    --------
Revenue                          $628         $602        $789
   Programming                   (301)        (219)       (224)
   Satellite Capacity             (62)         (55)        (54)
   Uplinking and Broadcasting
      Operation                   (24)         (20)        (21)
      Subscriber Services         (81)         (93)        (87)
      Subscriber Acquisition
         Costs                    (64)         (64)        (74)
      Bad Debt                    (24)         (13)        (14)
      Gain on Disposition
         of Assets                (29)           -           -
      Translation                   4          (19)          3
      G&A                         (86)         (72)        (84)
                               ---------    --------    --------
   Total Operating Expenses      (280)        (262)       (256)

Revenue Taxes/other               (51)         (43)        (52)

Operating Profit before interest
Depreciation & Amortization       (90)           3         182
   Interest                       (78)         (25)        (26)
   Restructuring Fees             (15)         (13)          -
   Taxes                          (50)         (32)        (35)
   Working Capital                124         (171)         13
   Total CapEx                    (80)         (96)       (159)
                               ---------    --------    --------
Net Cash Available/           
(Funding Required)              ($188)       ($334)       ($25)
                               =========    ========    ========

                                 2006         2007        2008
                               Forecast     Forecast    Forecast
                               --------     --------    --------
Revenue                        $1,008       $1,198      $1,355
   Programming                   (264)        (306)       (341)
   Satellite Capacity             (54)         (54)        (54)
   Uplinking and Broadcasting      
   Operations                     (22)         (22)        (22)
      Subscriber Services        (103)        (118)       (130)
      Subscriber Acquisition
         Costs                    (83)         (86)        (87)
      Bad Debt                    (18)         (22)        (25)
      Gain on Disposition  
         of Assets                  -            -           -
      Translation                  (3)          (3)         (4)
      G&A                         (88)         (90)        (93)
                               ---------    --------    --------
   Total Operating Expenses      (295)        (319)       (339)

Revenue Taxes/other               (64)         (76)        (83)

Operating Profit before interest
Depreciation & Amortization       309          422         515
   Interest                       (26)         (16)         (4)
   Restructuring Fees               -            -           -
   Taxes                          (37)         (56)        (98)
   Working Capital                 15           17          12
   Total CapEx                   (183)        (176)       (157)
                               ---------    --------    --------
Net Cash Available/         
(Funding Required)                $78         $191        $268
                               =========    ========    ========

The Financial Projections are based on subscriber projections:

          Reorganized DirecTV Subscriber Projections
                         ($ in Thousands)

                 2002A  2003F  2004F  2005F  2006F  2007F  2008F
                 -----  -----  -----  -----  -----  -----  -----
BOP Subscribers  1,610  1,582  1,500  1,634  1,974  2,346  2,697
Gross Additions    656    469    569    758    854    899    907
Churn             (684)  (551)  (435)  (417)  (482)  (548)  (613)
                 -----  -----  -----  -----  -----  -----  -----
Net Sub Additions  (28)   (86)   134    341    372    350    294

EOP Subscribers  1,582  1,500  1,634  1,974  2,346  2,697  2,991
Churn %             43%    36%    28%    23%    22%    22%    22%
                 =====  =====  =====  =====  =====  =====  =====

                      Class 3 Hughes Claim

The Amended Plan contemplates the same classification and
treatment of creditor claims.  However, the Debtor noted that the
estimated value of the portion of the Class 3 Share that Hughes
will receive on account of the Hughes Claim is $119,000,000 based
on its valuation.  The Hughes Claim is estimated to be
$1,394,000,000.  In conjunction with the settlement and
compromise of the Hughes Claim provided for in the Plan, the
Hughes Claim is deemed allowed.

A full-text copy of DirecTV Latin America's 1st Amended Plan, is
available for free at:

   http://bankrupt.com/misc/Directv_1st_amended_plan.pdf

A full-text copy of DirecTV Latin America's 1st Amended
Disclosure Statement is available for free at:

   http://bankrupt.com/misc/Directv_1st_amended_disclosure_statement.pdf
(DirecTV Latin America Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DLJ COMM'L: Fitch Affirms 5 Note Class Ratings at Low-B Level
-------------------------------------------------------------
DLJ Commercial Mortgage Corp's commercial mortgage pass-through
certificates, series 1999-CG1, $12.4 million class B-8 is affirmed
at 'B-' and removed from Rating Watch Negative by Fitch Ratings.

In addition, Fitch affirms the following classes:

     --$133.4 million class A-1A 'AAA';
     --$686.2 million class A-1B 'AAA';
     --Interest-only class S 'AAA';
     --$58.9 million class A-2 'AA';
     --$65.1 million class A-3 'A';
     --$18.6 million class A-4 'A-';
     --$46.5 million class B-1 'BBB';
     --$15.5 million class B-2 'BBB-';
     --$37.2 million class B-3 'BB+';
     --$21.7 million class B-4 'BB';
     --$9.3 million class B-5 'BB-';
     --$12.4 million class B-6 'B+';
     --$12.4 million class B-7 'B'.

The $17.9 million class C is not rated by Fitch.

The removal of Class B-8 from Rating Watch Negative is due to the
recent liquidation of one specially serviced loan, which has
resulted in a slightly lower loss than expected. As of the January
2004 distribution date, three loans (2%) are in special servicing.
Of the three, one is pending return to the master servicer due to
the recent leasing of vacant space and two are not expected to be
resolved in the immediate future.

The largest specially serviced loan, Holiday Inn New Orleans
Veterans (1%), is a limited-service hotel located in Metaire, LA,
and is currently owned by the trust. The special servicer has
completed improvements to the property and performance has
improved. The second largest specially serviced loan is Becker
Village Mall (1%), a retail property located in Roanoke Rapids,
NC. The space vacated by Kmart in June 2002 remains vacant and the
mall continues to compete unfavorably with a nearby Wal-Mart
Supercenter.

As of the January 2004 distribution date, the pool's aggregate
principal balance has been reduced by 7% to $1.15 billion from
$1.24 billion at issuance. To date, there have been losses in the
transaction totaling $6.9 million. Fitch will continue to monitor
the transaction as surveillance is ongoing.


E*TRADE FINANCIAL: S&P Keeping Watch on Low-B Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on E*TRADE
Financial Corp. and its subsidiaries, including its 'B+' long-term
counterparty credit rating on E*TRADE Financial Corp., on
CreditWatch with developing implications.

The CreditWatch listing is the result of E*TRADE's announcement
confirming that it is engaged in discussions with Toronto Dominion
Bank regarding a possible acquisition by E*TRADE of Toronto
Dominion's retail securities brokerage subsidiary, TD Waterhouse.

A CreditWatch listing with developing implications indicates that
the ratings on E*TRADE may be raised, lowered, or affirmed,
depending on the outcome of the discussions and the financing
details of the possible transaction. From a strategic point of
view, the combination of TD Waterhouse and E*TRADE would
substantially increase E*TRADE's market share of online trading,
transaction volumes, and customer accounts. Significant economies
of scale leading to expense reductions would also be likely.
Nevertheless, the transaction also presents integration risk that,
unless properly managed, could lead to an exodus of customer
accounts. In addition to the strategic ramifications of any
possible combination, Standard & Poor's will closely examine the
financing details of a transaction. A deal that involved
significant leveraging of the balance sheet could be viewed
negatively. Alternatively, a transaction financed largely with
stock would be viewed in a more positive light.

"Standard & Poor's review of E*TRADE's ratings is expected to be
completed no later than the closing of the transaction, or could
be updated sooner depending on transaction details being announced
before closing," said Standard & Poor's credit analyst Baylor A.
Lancaster.


EMCEE BROADCAST: Wireless Acquisition Acquires Assets at Auction
----------------------------------------------------------------
In October, Wireless Acquisition LLC, acquired substantially all
of the functional assets of bankrupt EMCEE Broadcast Products,
Inc. from the bankruptcy trustee at public auction.

These assets consist of the EMCEE trade name and trademarks,
exclusive rights to all of the intellectual property including
patents and designs, equipment documentation and manuals; also the
raw material and parts inventory, manufacturing work in progress,
and finished goods. A new company has been formed that will
operate under the EMCEE(R) brand name as EMCEE Communications. The
managing director is Ken Sherwood.

The company has also acquired the business assets of Precision
Communication Technology a company who had been providing customer
service for existing EMCEE customers since the former company
closed its doors.

The reorganized company will retain its customer service and
manufacturing operations in the Northeastern Pennsylvania area,
with a new location in Mountaintop, PA. Long time employees of the
former company have been retained to restart the company. The
technical and manufacturing center is open and operating, and
manufacturing operations have resumed. The company's system design
and installation operations and corporate organization have been
moved to Scottsdale, Arizona.

"EMCEE branded products and systems are installed in over 80
countries and continue to provide reliable service to
communications providers across the globe," remarked Jim Yard, CEO
of the new company, "Our first mission is to supply a continued
source of parts and technical service to the installed customer
base who has been utilizing EMCEE products since 1960."

Wireless Acquisition -- http://www.e-wti.com/-- is a privately  
held telecommunications technology investment, management, and
development company working with strategic sellers to acquire
under managed or underperforming businesses that provide mission-
critical telecommunications solutions and services. The selection
criteria requires that these businesses have a recurring revenue
base and have an existing customer base with long term and
favorable relationships. Their strategy is to assemble a complete
portfolio of equipment and systems to provide wireless service
providers with a one-stop source for video, voice and data
networking systems. Their portfolio includes companies and product
lines that represent presence in over 100 countries worldwide, and
which products and services are utilized by over one million end
user customers.

EMCEE Communications -- http://www.emceecom.com/-- is a global  
supplier of communications systems, equipment, and services. Major
markets are wireless communications -- which includes MMDS, ITFS,
broadcast, private communications networks, common carrier, and
government. EMCEE equipment has been installed in over 80
countries worldwide.


ENRON CORP: Proposes Uniform Hanover Sale Bidding Procedures
------------------------------------------------------------
In conjunction with their request for approval of the sale of the
Hanover Partnership Interests, after careful review and
consideration of possible options, the Enron Corporation Debtors
determine that they will maximize the realizable value of the
Partnership Interests, for the benefit of their estates and
creditors, if the sale is subjected to an auction.  Accordingly,
pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and
Rules 2002, 6004, 6006 and 9014(a) of the Federal Rules of
Bankruptcy Procedure, the Debtors ask the Court to:

   (a) approve the proposed Bidding Procedures with respect to
       the proposed sale of the Partnership Interests,
       including, without limitation, the payment of the
       Break-Up Fee to EMS Pipeline Services LLC;

   (b) approve the form and manner of the publication notice of
       the Sale of the Partnership Interests; and

   (c) schedule the auction with respect to the Partnership
       Interests.

                      The Bidding Procedures

Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene & MacRae LLP, in
New York, relates that Enron North America Corporation will only
accept bids for all or substantially all of the Partnership
Interests.  The Debtors propose to implement these procedures:

A. Initial Requirements

   A Potential Bidder must deliver to ENA an executed
   confidentiality agreement and its current audited financial
   statements or other acceptable financial information that
   demonstrates its financial capability to consummate the
   purchase of the Partnership Interests to be declared a
   "Qualified Bidder".

B. Information and Due Diligence

   Upon ENA's declaration that a Potential Bidder is a Qualified
   Bidder, ENA will deliver to the Qualified Bidder access to
   confidential information contained on electronic DealBench
   relating to the Partnership Interests and a copy of the
   Purchase Agreement.  To obtain access to due diligence or
   additional information from ENA, a Qualified Bidder must
   first advise ENA in writing of its preliminary proposal
   regarding:

   (a) purchase price range;

   (b) the structure and financing of the transaction;

   (c) any additional conditions to closing that it may wish to
       impose; and

   (d) the nature and extent of additional due diligence it may
       wish to conduct.

   If ENA determines that the preliminary proposal is likely to
   result in a bona fide and higher or better offer for the
   Partnership Interests or will produce greater value to it,
   ENA will afford the Qualified Bidder access to due diligence
   relevant to the Partnership Interests.

C. Bid Deadline and Bid Requirements

   All bids must be submitted to Jeff Bartlett of Enron North
   America Corporation and Herbert K. Ryder, Esq., at LeBoeuf,
   Lamb, Greene & MacRae LLP, no later than January 19, 2004 at
   5:00 p.m. Eastern Time.  A Bid should state that:

   (1) the Qualified Bidder offers to purchase the Partnership
       Interests on the terms and conditions set forth in the
       Purchase Agreement, marked to show those amendments and
       modifications to the Purchase Agreement; and

   (2) the Qualified Bidder's offer is irrevocable until
       rejected by ENA.

D. Good Faith Deposit

   A Qualified Bidder must accompany its bid with a good faith
   deposit equal to 10% of its bid either through an escrow
   account or an irrevocable letter of credit.  The Good Faith
   Deposit will be returned to the Qualified Bidder, including
   interest earned, within three days after ENA turns down the
   bid.

   ENA will consider a bid only if the bid:

   (a) provides for consideration of not less than 1% above
       EMS's Purchase Price plus the Break-UP Fee;

   (b) is not materially more burdensome to ENA than the terms
       of the EMS Purchase Agreement;

   (c) is not conditioned on obtaining financing or on the
       outcome of unperformed due diligence by the Qualified
       Bidder; and

   (d) does not request or entitle the Qualified Bidder to any
       break-up fee, termination fee, expense reimbursement or
       similar types of payment.

   ENA will value a Qualified Bid based on factors, including:

   (1) the amount of the Qualified Bid;

   (2) the value of the Partnership Interests not being
       purchased, if any;

   (3) the amount of ENA's liabilities to be assumed; and

   (4) the net value provided to ENA.

E. Auction, Bidding Increments and Bid Remaining Open

   If ENA receives a Qualified Bid other than that of EMS, an
   Auction will be conducted at the offices of LeBoeuf Lamb
   Greene & MacRae, in Houston, Texas, on January 22, 2004,
   beginning at 10:00 a.m., or on other time and place ENA
   determines.  

   The opening bid at the Auction will not be less than $44,000
   greater than the highest Qualified Bid submitted.  All offers
   subsequent to the opening bid at the Auction must exceed the
   prior offer by not less than $44,000.  The Debtors will
   timely communicate to each Qualified Bidder the amount of the
   highest Qualified Bid upon commencement of the Auction and
   the amount of each higher Qualified Bid as received at the
   Auction.

   Bids must remain open and irrevocable until the earlier to
   occur of:

   (a) the consummation of the Sale of the Partnership Interests;

   (b) 30 days after the Auction; or

   (c) March 1, 2004.

F. Modifications

   ENA will determine which Qualified Bid, if any, is the
   highest or best offer and may reject at any time before entry
   of a Sale Order, any bid that is:

   (a) inadequate or insufficient;

   (b) not in conformity with the requirements of the Bankruptcy
       Code, the Bidding Procedures Order or the terms and
       conditions of the Sale of the Partnership Interests; or

   (c) contrary to the best interests of the Debtors, their
       estates and their creditors.

G. Notice

   The Debtors will give notice of the Bid Procedures to the
   parties specified in the Case Management Order.  The Debtors
   will also publish the notice of the Sale of the Partnership
   Interests once in the national edition of "The Wall Street
   Journal" on or before five days prior to the Sale Hearing.
   This will give adequate notice to the Debtors' major creditor
   constituencies, those persons most interested in Enron's case
   and those who are potentially interested in bidding on the
   Partnership Interests.

                           Break-Up Fee

Pursuant to the EMS Purchase Agreement, Mr. Ryder notes that in
the event that the Partnership Interests are sold in an
Alternative Transaction, EMS will be entitled to receive from ENA
a break-up fee equal to 3% of the Purchase Price under the
Purchase Agreement.  Any Break-Up Fee will be paid on the date of
the consummation of any Alternative Transaction without the
requirement of any notice or demand from EMS.  The Break-Up Fee
will be payable directly from the cash component consideration of
any Alternative Transaction ENA will consummate.  However, a
Break-Up Fee will not be payable in the event that the Purchase
Material Adverse Effect occurs or EMS failed to provide and
maintain one or more letters of credit in the aggregate amount of
the Purchase Price.

According to Mr. Ryder, ENA's obligation to pay any Break-Up Fee
will be entitled to administrative expense claim status under
Sections 503(b)(1)(A) and 507(A)(1) of the Bankruptcy Code.  
Moreover, the Break-Up Fee and establishment of the Minimum
Overbid Amount are material inducements for, and conditions of,
EMS's entry into the Purchase Agreement.  Mr. Ryder assures the
Court that the payment of the Break-Up Fee will not diminish the
Debtors' estates.

In addition, Mr. Ryder argues that the Break-Up Fee should be
approved because it is a product of extended good faith, arm's-
length negotiations between ENA and EMS.  EMS, in its role of a
"stalking horse," has spent considerable time and effort and has
incurred substantial costs in connection with its due diligence
and negotiations to date and must expend additional efforts and
costs to complete the due diligence and the negotiation of
complex agreements that will serve as a floor against which other
parties may bid. (Enron Bankruptcy News, Issue No. 93; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Court Approves Sale of CEG Shares for $158.5 Million
----------------------------------------------------------------
Enron Corporation and Atlantic Commercial Finance, Inc., obtained
the Court's authority to give consent, by and through their
subsidiaries and affiliates, for the sale of these Equity
Interests:

   (a) common shares of Companhia Distribuidora de Gas do Rio de
       Janeiro - CEG, a company formed under the laws of Brazil;
       and

   (b) common and preferred shares of CEG-Rio S.A., a company
       formed under the laws of Brazil.

The Shares will be sold in accordance to the terms of the Share
Purchase Agreement, dated November 26, 2003, by and among non-
debtor Seller Enron International Brazil Gas Holdings LLC,
Purchaser Gas Natural Internacional SDG S.A. and Purchaser's
Parent, Gas Natural SDG, S.A.

CEG is the natural gas distributor for the city of Rio de
Janeiro, Brazil.  CEG-Rio is the natural gas distributor for the
remainder of the state of Rio de Janeiro.  Together, CEG and CEG-
Rio have exclusive, closed-access Concession Agreements to serve
the entire gas market in Rio de Janeiro.

Enron International indirectly owns 25.38% equity interest in CEG
and 33.75% equity interest in CEG-Rio.

                      The Purchase Agreement

On November 26, 2003, Enron International, Gas Natural
Internacional and Gas Natural SDG executed the Purchase
Agreement.  The principal terms of the Purchase Agreement
include:

A. Purchase Price

   The Purchase Price for the Equity Interests will be
   $158,500,000, subject to:

   (a) adjustment in the event that Purchase Rights are
       exercised in accordance with any of the Rights Offering
       Letters and any purchase in connection therewith is made
       at or prior to the Closing; and

   (b) withholding of amounts relating to Brazilian Taxes in the
       limited circumstances the Parties agreed on.

   Gas Natural Internacional has deposited $10,000 in escrow
   and will transfer the remainder of the Purchase Price to Enron
   International at Closing.

B. Equity Interests Conveyed

   At Closing, Enron International will convey:

   (a) 13,184,304,676 CEG common shares;

   (b) 250,385,317 CEG-Rio common shares; and

   (c) 422,934,823 CEG-Rio preferred shares.

C. Guaranty

   Gas Natural SDG unconditionally, irrevocably and absolutely
   guarantees to Enron International the due and punctual
   performance and discharge of all of Gas Natural
   Internacional's payment and performance obligations under the
   Purchase Agreement.

D. Conditions to Closing

   The transaction will close when these principal conditions
   are obtained or met:

   (1) Brazilian regulatory approval, if required;

   (2) Brazilian currency will not have devaluated against the
       U.S. Dollar beyond a threshold amount in respect of the
       circumstances described in the Purchase Agreement;

   (3) no change in Brazilian tax law that would cause Enron
       International, Gas Natural Internacional or Gas Natural
       SDG to be subjected to a material tax or withholding or
       deduction liability in respect of the Sale Transaction;

   (4) the accuracy in all material respects of representations
       without a material adverse change; and

   (5) the performance of pre-closing covenants.

E. Representations and Warranties

   The Purchase Agreement contains representations and
   warranties customary for a transaction of this nature.  
   However, there will be no surviving representations or
   indemnities after the Closing.

F. Solicitation

   Enron International agrees that, between November 26, 2003
   and the earlier of the Closing Date and the termination of
   the Purchase Agreement, neither Enron International nor any
   of its affiliates will solicit, initiate or encourage any
   other proposals, bids or offers from any Person relating to
   any acquisition or purchase of the Equity Interests.  
   However, Enron International may consider, respond to or
   accept unsolicited proposals, bids or offers relating to an
   Alternative Transaction for the Equity Interests that would
   constitute, or likely lead to, a Superior Transaction.

G. Break-Up Fee

   In the event the Purchase Agreement is terminated, Enron
   International agreed to pay to Gas Natural Internacional
   $10,000,000 upon consummation of an Alternative Transaction.
   (Enron Bankruptcy News, Issue No. 93; Bankruptcy Creditors'
   Service, Inc., 215/945-7000)


EON BANK: Fitch Assigns BB+ Rating to Proposed $150MM Debt Issue
----------------------------------------------------------------
Fitch Ratings, the international ratings agency, has assigned a
'BB+' rating to EON Bank's proposed USD150 million subordinated-
debt issue due 2014. A Long-term Senior Foreign Currency rating of
'BBB-' has also been assigned to the bank, as has a Short-term
Foreign Currency rating of 'F3'. At the same time the agency has
upgraded is Individual rating to C/D from D(s) reflecting steady
improvement in the bank's financial condition. Its Support rating
is unchanged at 3.

Established in 1963, EON is Malaysia's 7th largest local bank with
MYR32 billion (USD8 billion) in assets which account for 4% of the
system. In 1991 EON was majority acquired by EON Bhd, Malaysia's
largest auto distributor. EON Bhd refers its auto buying customers
to EON for finance and this has enabled the bank to grow a
sizeable auto loans business.

EON's asset quality is sound. At mid-2003 its NPLs/loans ratio
stood at 8.7% and were adequately covered by collateral and
reserves. Going forward this should remain the case given
Malaysia's low interest rate environment and reasonably good
growth outlook. In terms of EON's non-loan assets, there is only
one minor concern, that of debt paper holdings arising out of loan
restructurings.

Profitability is adequate. EON's margins are above-average,
although likely to come under pressure as interest rates rise
given the fixed-rate nature of its auto loans. This along with
reasonable efficiency offsets a low level of fee income.

EON's equity base, however, is only just adequate given its
relatively small size as well as its concentration of auto loans
for which it relies upon its parent. At mid-2003, equity stood at
8.3% of assets (CAR of 11.2%). After deducting goodwill and a
portion of deferred assets, however, it falls to 6.3%. Notably,
the proposed subordinated-debt issue (at 1.8% of assets - raising
the CAR to just on 14%) will provide some additional comfort to
senior creditors.


FLEMING: Enters into Settlement with Westchester Fire Insurance
---------------------------------------------------------------
Before the Petition Date, Westchester Fire Insurance Company
issued, on behalf of certain Debtors and in favor of various
obligees, surety bonds in a total penal sum of more than
$36,000,000.  Fleming Companies, Inc. is liable as an indemnitor
under the surety bonds.

Westchester holds a letter of credit as collateral for any losses
related to the Bonds.  The letter of credit was issued on
June 10, 2002 for $9,000,000, and increased on February 7, 2003,
by $11,000,000, for a total sum of $20,000,000.

On August 22, 2003, Westchester made a draw on the LOC for
$3,359,000 to satisfy liabilities under the Bonds.  On
November 4, 2003, Westchester made a second draw for $1,477,000
to satisfy additional liabilities under the Bonds.  As a result,
the LOC balance is $15,163,000.

The parties estimate that Westchester's actual remaining
liability under the Bonds ranges between $10,000,000 to
$20,000,000.

On December 17, 2003, Fleming filed an adversary proceeding
against Westchester to recover preferential payments.  Fleming
asserted that the $11,000,000 increase in the LOC given to
Westchester on February 7, 2003, was a preferential transfer.  
Fleming asked the Court to cancel the $11,000,000 portion of the
LOC, and, to the extent Westchester had drawn on that portion of
the LOC, for a money judgment equal to the draw, plus interest.  
Westchester denied the allegations and asserted defenses.

To settle the dispute, the parties stipulate and agree that:

       (1) Westchester will release $1,500,000 of the security
           it holds for the Bonds by authorizing Fleming to
           reduce the remaining amount of the LOC by $1,500,000
           -- from $15,163,000 to $13,663,000;

       (2) Within five business days after the date on which all
           prepetition tax obligations covered by the Bond
           issued by Westchester in favor of the Department of
           Revenue, State of Arizona, have been paid, and the
           Arizona Bond has been exonerated, Westchester will
           further reduce the then-outstanding amount of the LOC
           in an amount equal to the difference between:

              (i) $1,200,000, and

             (ii) the amount drawn against the Arizona Bond.

           If, at the time Westchester will make the additional
           Reduction the then-existing outstanding amount of
           the LOC is less than the Additional Reduction,
           Westchester will reduce the LOC to zero, and will pay
           the balance of the Additional Reduction to Fleming in
           cash; and

       (3) Fleming will dismiss the Adversary Proceeding with
           prejudice, with each party bearing its own costs
           and fees.

While the Debtors have "strong preference claims" against
Westchester, Westchester will assert various defenses to those
claims, including the defense of new value.  The Debtors believe
the new value defense has merit, although it is still likely that
they could prevail on their preference claims.  However, the
actual outcome is doubtful.  The Debtors also believe that the
expenses for professional fees and litigation costs can be
avoided.  The expenses in prosecuting the Claim would aggravate
the Debtors' liquidity situation.  The settlement, on the other
hand, immediately reduces the Debtors' liquidity crisis by
$1,500,000, with a promise of up to an additional $1,200,000,
depending on the manner in which the Arizona Bond claims are
resolved.

Accordingly, the Debtors ask Judge Walrath to approve the
Settlement.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
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. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FORMICA CORP: Bankruptcy Court Confirms Plan of Reorganization
--------------------------------------------------------------
Formica Corporation announced that the United States Bankruptcy
Court for the Southern District of New York confirmed the
company's Plan of Reorganization. Formica expects the Plan to
become effective shortly and remains on target to emerge from
Chapter 11 before the end of the first quarter of 2004.

"[Wednes]day's action by the Court represents a major milestone in
Formica's recovery and clears the path to emergence from Chapter
11," said Frank A. Riddick, III, President and Executive Officer
of Formica. "During the course of the Chapter 11 case, we
consistently emphasized that Formica's reorganization was a
balance-sheet restructuring aimed at substantially reducing its
debt. During the reorganization, we were able to demonstrate our
resilience with an array of innovative industry-leading new
products. Now that we will soon emerge, we intend to enhance our
industry leadership. We greatly appreciate the dedication of our
employees and the trust and support of our customers, design
community and suppliers throughout the restructuring process."

On July 1, 2003, the Court approved the Stock Purchase Agreement
with an investment group sponsored by Cerberus Capital Management
L.P. and Oaktree Capital Management LLC under which the investment
group committed to invest $175 million in cash in Formica and its
subsidiaries. Upon emergence, these investors will own
approximately 95% of the common stock of the new parent company of
Formica Corporation

Upon emergence, Formica's consolidated debt will be approximately
$160 million, as compared to more than $540 million of debt at the
time of the filing. Formica also announced that on the effective
date of the Plan it will enter into a $65 million revolving credit
facility to be provided by The Foothill Group, Inc., an affiliate
of Wells Fargo Foothill, Inc.

Formica Corporation was founded in 1913, and is the preeminent
worldwide manufacturer and marketer of decorative surfacing
materials, including high-pressure laminate, solid surfacing
materials and laminate flooring. Additional information about the
company is available on Formica's Web site at
http://www.formica.com/


GRAYSTON CLO: Fitch Affirms $10MM Class B-2 Notes Rating at BB-
---------------------------------------------------------------
Fitch Ratings affirms five classes of notes issued by Grayston CLO
2001-1, Ltd. These rating actions are the result of Fitch's annual
rating review process. The following rating actions are effective
immediately:

     --$288,000,000 class A-1L notes 'AAA';
     --$28,000,000 class A-2L notes 'AA-';
     --$31,000,000 class A-3L notes 'A-';
     --$17,000,000 class B-1L notes 'BBB-';
     --$10,000,000 class B-2 notes 'BB-'.

Grayston is a collateralized loan obligation managed by Bear
Stearns Asset Management. The CLO was issued April 2001 and is
predominantly comprised of high yield loans, with some allocation
to high yield bonds. Grayston is currently still in its revolving
period, which ends in May, 2006. Fitch has reviewed in detail the
portfolio performance of Grayston. In conjunction with this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.

According to the Dec. 02, 2003 trustee report, Grayston is
performing well as it is passing all of its performance tests
including overcollateralization and interest coverage tests, as
well as its portfolio profile tests. As of the Dec. 02, 2003
trustee report, the senior class A OC test was 123.7% relative to
a test level of 110% and down from 126.9% at the deal's effective
date. The class A OC test was 112.6% relative to a test level of
106% and down from 115.6% at the deal's effective date. The class
B OC test was 104.3% relative to a test level of 103% and down
from 107.2% at the deal's effective date. The IC ratio, currently
2.29%, is passing but is close to its test level of 2.20%. The
weighted average coupon of the portfolio is 8.51% compared to a
minimum of 8.41% and the weighted average spread of 3.09% is well
above the minimum level of 2.60%.

While Grayston is still passing its three OC tests and its
additional OC test, the portfolio has suffered some credit
deterioration. Grayston's current portfolio has $5.97 million of
defaulted securities which represents 1.65% of the total
collateral balance (excluding cash). These defaults are limited to
high yield bond exposures only. Furthermore, approximately 7% of
the portfolio is rated 'CCC+' or below. Grayston also has $32.5
million in principal cash, which represents approximately 8% of
the total collateral balance (excluding defaults and equity).
While Grayston is still in the reinvestment period this sizable
cash position downwardly affects the weighted average coupon,
weighted average spread, and interest coverage levels.
Nevertheless, BSAM has been successfully managing this portfolio
and as a result, the portfolio is currently passing all of its
performance tests and meeting all of its liability obligations.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. As a result of
this analysis, Fitch has determined that the original ratings
assigned to the above referenced notes still reflect the current
risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


GRUPO IUSACELL: Bondholders Sue Following Default Under 10% Notes
-----------------------------------------------------------------
Several holders of the Grupo Iusacell Celular 10% Senior Secured
Notes due 2004 filed a complaint in the Supreme Court of the State
of New York against Grupo Iusacell Celular, its subsidiaries, and
a syndicate of holders of Iusacell bank debt currently led by
Marathon Asset Management.

The holders of the Notes include funds and accounts managed by TCW
Asset Management Company, TCW Investment Management Company,
Gramercy Advisors LLC, and Agave Telecom Holdings LLC, and hold
31.8% of the 10% Notes. The complaint seeks to recover all amounts
due under the US$150 million 10% Notes, prevent Grupo Iusacell
Celular and the current holders of the bank debt from pursuing
further restructuring talks that may be prejudicial to the
Noteholders, and to assign to the Noteholders security interests
improperly granted to the bank debt holders. Iusacell failed to
make a scheduled interest payment on the 10% Notes due July 15,
2003, and the 10% Notes were subsequently declared due and payable
on Sept. 11, 2003. Defendants have approximately a month to
respond to the complaint.

The complaint was prompted by the failure of Iusacell's
controlling shareholder, Grupo Salinas, headed by Mexican
businessman Ricardo Salinas Pliego, to respond to the Noteholders'
efforts to engage in good faith restructuring talks. While most
market analysts agree that Iusacell appears to have too much debt,
the problem is a result of the US$350 million of bonds at the
holding company level, and not the amount of debt sustained at the
operating subsidiaries that are the obligors of the 10% Notes and
the bank debt. The debt at the operating company level resulted in
a comfortable leverage ratio of around 2.6x as of June 30, 2003,
prior to the purchase of Iusacell by the Salinas Group from
Verizon and Vodafone at the end of July 2003. Nonetheless, the
Salinas Group has insisted that holders of the 10% Notes agree to
a restructuring that provides a material amount of principal
forgiveness without any consideration.

Furthermore, the Noteholders are concerned that Grupo Salinas
representatives have indicated that they are pursuing a
restructuring with the bank debt holders that may compromise the
rights of the Noteholders. This concern is exacerbated since
Iusacell continues to pay interest under the bank debt, including
interest on portions of the debt publicly acknowledged as having
equal standing with the Notes.

The Noteholders' action was in part prompted by concerns raised by
recent public revelations of potentially improper practices by
Ricardo Salinas Pliego and Grupo Salinas in the restructuring of
the debt of their other wireless telephone venture, Unefon, and
the failure to disclose such practices in apparent violation of
the new Sarbanes-Oxley U.S. securities law. The Noteholders have
become increasingly concerned that Grupo Salinas has little
intention to maintain Grupo Iusacell as an independent, going
concern, as evidenced by the recent decision to terminate 500,000
subscribers, or 25% of its customers. Creditor and minority
shareholder rights of Grupo Iusacell might also be undermined by
informal or undisclosed arrangements with other Grupo Salinas
enterprises including retailer Grupo Elektra, broadcaster Grupo
Azteca, and Unefon.

"It is disturbing that, in modern Mexico today, aggressive
shareholders like Ricardo Salinas Pliego are still able to act
with such impunity against the interests of creditors and minority
shareholders," stated Robert L. Rauch, Managing Director at
Gramercy Advisors LLC. Many market analysts have stated that
Unefon -- in which Grupo Salinas has a controlling interest --
would likely benefit from the removal of a competitor in the event
Grupo Iusacell fails to restructure and is liquidated.

"Our discussions with representatives of Grupo Salinas to this
point have resulted in no progress, and it is increasingly
apparent that the new controlling shareholder of the company, who
paid only US$7.4 million for its stake, has little interest in
pursuing a mutually beneficial restructuring," said Mark
Christensen, Senior Vice President at TCW Asset Management
Company. He added, "Our preliminary due-diligence has revealed
that the current holders of the bank debt have certain collateral
which prior management may have improperly granted in violation of
the indenture governing the 10% Notes."


GRUPO IUSACELL: Cellular Unit Hasn't Been Served with Complaint
---------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) announced
that, as of 4:00 p.m. Mexico City time, its subsidiary, Grupo
Iusacell Celular, S.A. de C.V. has not been served with a
complaint with respect to the lawsuit announced through various
means of communication, by the law firm Manatt, Phelps & Philips,
representatives of certain holders of the notes due 2004.

Grupo Iusacell, S.A. de C.V. (Iusacell) (NYSE: CEL) (BMV: CEL) is
a wireless cellular and PCS service provider in seven of Mexico's
nine regions, including Mexico City, Guadalajara, Monterrey,
Tijuana, Acapulco, Puebla, Leon and Merida. The Company's service
regions encompass a total of approximately 92 million POPs,
representing approximately 90% of the country's total population.


HAYES LEMMERZ: Deadline to File Avoidance Actions Extended
----------------------------------------------------------
Pursuant to the Hayes Lemmerz Debtors' confirmed Plan, the HLI
Creditor Trust is authorized to commence and prosecute under
Section 1123(b)(3)(B) of the Bankruptcy Code, avoidance and
recovery actions, on behalf of the Debtors' Estates.  The Creditor
Trust entered into separate stipulations to extend the deadline to
bring an action or proceeding under Section 547 of the Bankruptcy
Code, with:

      Vendor                      Extended Date
      ------                      -------------
      LTV Steel Company, Inc.     February 5, 2004
      Safety-Kleen Corporation    March 5, 2004
      ADP, Inc.                   June 5, 2004

The Vendors agree to waive any defenses under Section 546(a) or
any applicable laws as to any Avoidance Action properly filed by
the Trust on or before June 5, 2004.  The Trust and LTV also
agree that no Avoidance Action will be allowed to recover more
than $14,176,993. (Hayes Lemmerz Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


HEIGHTS REALTY: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Heights Realty Corp.
        835 Highland Avenue
        Needham, Massachusetts 02494

Bankruptcy Case No.: 04-10273

Type of Business: Ownership of Real Property.

Chapter 11 Petition Date: January 14, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsel: Joseph G. Butler, Esq.
                  Barron & Stadfeld, P.C.
                  50 Staniford Street
                  Boston, MA 02114
                  Tel: 617-723-9800

Total Assets: $1,500,000

Total Debts:  $1,287,840

Debtor's 5 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Kenneth L. Kaplan                          $250,000
15 Canavan Circle
Needham, MA 02492

Julius Kaplan                               $10,839

Sculpture Hair Studio                       $10,000

Commonwealth of Massachusetts                $2,000

Burns & Levinson                                 $1


ICO INC: Appoints W. Robert Parkey as President and CEO
-------------------------------------------------------
The Board of Directors of ICO, Inc. (Nasdaq: ICOC) appointed W.
Robert Parkey, Jr. as President and Chief Executive Officer,
effective as of February 2, 2004.

Mr. Parkey will join the current senior management team, including
Jon C. Biro, ICO's Chief Financial Officer, who has been acting
Chief Executive Officer for the past several months.  Mr. Parkey
will also join the Company's Board of Directors on the same date.  
Mr. Parkey will finish the remaining weeks of James Calaway's
term, which ends at the Company's upcoming 2004 annual meeting of
stockholders.  Mr. Calaway will step down on January 31st in
connection with Mr. Parkey's appointment to the Board.

Mr. Parkey, who until recently was the President of ChevronTexaco
Global Trading, stated, "ICO represents an excellent global
business opportunity, and I am most pleased to accept the Board of
Directors' invitation to assume the leadership challenge as ICO's
new President and Chief Executive Officer.  ICO today enjoys a
solid global operating business base within the specialty polymers
manufacturing value chain.  The Company is highly committed to
providing outstanding customer service with ongoing research and
development in support of its product lines.  ICO's focused
restructuring and cost reduction plans that have been carried out
to date by Jon Biro and the executive leadership team have begun
to position the Company well for future profitable growth, as the
chemical industry is beginning to enjoy the nascent stages of a
long anticipated recovery.

"One of my primary objectives as ICO's new leader will be to
return ICO to consistent profitability, while ensuring that the
Company provides a strong business value proposition to its
customers, suppliers, employees and shareholders alike."

Joining Texaco, Inc. in 1998 from Aquila Power Corporation, where
he started and launched the company as its Vice President and
General Manager, Mr. Parkey initially became President of Texaco
Natural Gas, Inc., and subsequently President of Chevron Texaco
Global Trading.  In his last leadership post, Mr. Parkey was
challenged with the integration and transition of resources and
best practices of three heritage trading businesses, Caltex,
Chevron and Texaco.  He presided over the creation of a new 7.5
million barrel per day global crude oil and refined products
marketing and trading business, with principal offices in Houston,
Singapore, London, Moscow, and San Ramon, California.

Through nineteen locations worldwide, ICO Polymers produces and
markets ICORENE(TM) and COTENE(TM) rotational molding powders, as
well as ICOFLO(TM) powdered processing aids and ICOTEX(TM) powders
for textile producers.  ICO additionally provides WEDCO(TM) size
reduction and other tolling services for specialty polymers.  
ICO's Bayshore Industrial subsidiary produces specialty compounds,
concentrates, and additives primarily for the film industry.

At September 30, 2003, the Company's balance sheet shows that its
accumulated deficit further ballooned to close to $75 million,
whittling down its total shareholders' equity to about $67 million
from about $111 million a year ago.

As previously reported, Standard & Poor's withdrew its 'B+'
corporate credit and 'B-' senior unsecured debt rating on ICO
Inc., at the company's request.      


INSCI CORP: Reports Trading Symbol Change to INCC from INCCV
------------------------------------------------------------
INSCI Corp. (OTC Bulletin Board: INCC), a leading provider of
enterprise content management solutions, announced that effective
January 14, 2004, its trading symbol was changed to INCC from
INCCV.  

The V appearing in the symbol was removed following verification
and issuance of the new certificates reflecting the one-for-ten
reverse split, which became effective on January 2, 2004.

INSCI Corp. (OTC Bulletin Board: INCC) is a leading provider of
solutions for the enterprise content management (ECM) market.  
INSCI's technology provides a strong foundation for managing the
full spectrum of enterprise content, from documents to e-mail, and
graphics to video.  INSCI's fixed content and digital asset
management (DAM) systems are empowering world-leading companies to
enhance their bottom line, meet regulatory compliance
requirements, improve customer service, global marketing, media
syndication, and cross-media publishing.  For more information
about INSCI, visit http://www.insci.com/

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


IT GROUP: Committee Asks Court to Fix Solicitation Procedures
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of the IT Group
Debtors asks the Court to establish procedures and relevant
deadlines in connection with the solicitation and tabulation of
votes to accept or reject the Joint Reorganization Plan it filed
with the Debtors.

                    Plan Confirmation Hearing

The Committee asks the Court to schedule the Confirmation Hearing
on a date that will provide it ample time to assemble and mail
the solicitation packages within the 25-day notice period
prescribed under Rule 2002(b) of the Federal Rules of Bankruptcy
Procedure.  The package will contain voting instructions, ballot
forms, if applicable, notices of the Confirmation Hearing date
and time and the relevant deadlines for turning over the votes
and filing objections to confirmation of the Plan.

The Committee also proposes to set March 15, 2004, 4:00 p.m. as
the deadline:

   -- by which all votes to accept or reject the Plan must be
      submitted and actually received by a tabulation agent.  The
      Voting Deadline, however, may be extended at the
      Committee's request; and

   -- to file Confirmation Objections.  

Objections must be filed and served on the notice parties.

Jeffrey M. Schlerf, Esq., at The Bayard Firm PA, in Wilmington,  
Delaware, explains that the proposed schedule will facilitate
consummation of the transactions contemplated by the Plan and the
Disclosure Statement.  Setting a schedule, as proposed, will
maximize recoveries for the benefit of all creditors by, among
other things, reducing the administrative expenses of the
Debtors' cases.  Additionally, the proposed schedule affords
parties-in-interest ample notice of the Plan confirmation
proceedings.

Plan Confirmation Objections must:

   (a) be in writing;

   (b) state the name and address of the objecting party and the
       nature of the party's claim or interest;

   (c) state with particularity the basis and nature of any
       objection or proposed modification; and

   (d) be filed, together with proof of service, with the Court
       and served, so as to be actually received no later than
       4:00 p.m., on the Confirmation Objection Deadline, to:

            White & Case LLP
            Co-Counsel for the Committee
            Wachovia Financial Center Suite 4900
            200 South Biscayne Boulevard
            Miami, Florida 33131
            Attention: John K. Cunningham, Esq.

            The Bayard Firm LLP
            Co-Counsel for the Committee
            222 Delaware Avenue, Suite 900
            Wilmington, Delaware 19801
            Attention: Jeffrey M. Schlerf, Esq.

            Skadden, Arps, Slate, Meagher & Floor LLP
            Counsel for the Debtors and Debtors-in-Possession
            One Rodney Square P.O. Box 636
            Wilmington, Delaware 19801
            Attention: Marion M. Quirk, Esq.

            Weil, Gotshal & Manges LLP
            Counsel to Agent for Prepetition Lenders
            767 Fifth Avenue
            New York, New York 10153
            Attention: Steven Karotkin, Esq.

            The Office of the United States Trustee
            J. Caleb Boggs Federal Building
            844 King Street, Suite 2313
            Lock Box 35
            Wilmington, Delaware 19801-3519
            Attention: Mark S. Kenney, Esq.

                Solicitation and Voting Procedures

A. Voting Record Date

The Committee proposes to set January 14, 2004, which is six days
before the Disclosure Statement Hearing, as the record date for
determining:

   (a) the creditors and equity interest holders entitled to
       receive the Solicitation Packages and other notices; and

   (b) the creditors entitled to vote to accept or reject the
       Plan, notwithstanding anything to the contrary in the
       Bankruptcy Rules.

The establishment of the Voting Record Date is for transmission
purposes only and will have no preclusive effect with regard to
who is entitled to receive distributions under the Plan.

According to Mr. Schlerf, fixing the Voting Record Date earlier
than the date the Court approves the Disclosure Statement is
important because:

   -- Timing is necessary to give advance notice of the
      Voting Record Date and to allow sufficient time before the
      anticipated mailing of the Solicitation Package; and
  
   -- To compile a list of holders of the Debtors' "Old Notes",
      composed of 11-1/4% Senior Subordinated Notes due 2009 and
      8% Subordinated Notes due 2005, the registrars of the Old
      Notes require sufficient advance notice of the Record Date.

Due to the large number of holders of the Old Notes in the
Debtors' cases, compiling the list for purposes of mailing
notices takes considerable time and requires coordination among
the Committee, the Debtors' Noticing Agent and the registrars of
the Old Notes.  The Committee has instructed the registrars of
the Old Notes to generate ownership lists for the Old Notes as of
January 14, 2004.

B. Ballot Forms

The Plan Proponents will provide ballot forms to creditors
entitled to vote.  The Ballots are based on Official Form No. 14,
but have been modified to provide clear instructions to the
creditors as to voting procedures, the vote tabulation process
and the effects of casting a particular Ballot.  The slight
modifications are required to ensure the accuracy, completeness
and timeliness of voting on the Plan.  Classes 2, 3, 4A, and 4B
Claimants will use the Ballots to cast votes to accept or reject
the Plan.  A Master Ballot and a Beneficial Owner Ballot will be
used by the holders of Old Notes in Class 4A to cast votes to
accept or reject the Plan.  

C. Solicitation Package

Upon approval of the Disclosure Statement, the Debtors' Noticing
Agent will mail solicitation materials no later than February 13,
2004 -- the Solicitation Deadline -- to each holder of a Claim in
an impaired class that is (i) listed in the Debtors' Schedules as
of the Voting Record Date, or (ii) represented by a timely filed
proof of claim against any Debtor and, in either case, that is
not the subject of an objection.  The Solicitation Materials
include:

   * the Disclosure Approval Order;

   * the Disclosure Statement with the Plan attached as an  
     exhibit;

   * Confirmation Hearing Notice;

   * appropriate Ballots and voting instructions;

   * a pre-addressed postage prepaid return envelope for each
     Ballot; and

   * any other materials ordered by the Bankruptcy Court to be
     included as part of the Solicitation Package.

                   Notices of Plan Confirmation

A. Non-Voting Class Notice

Class 1, Administrative, and Tax Claims are unimpaired.  Holders
of these Claims are not entitled to vote on the acceptance or
rejection of the Plan.  Accordingly, the Committee is not
required to solicit the votes of these claimholders.  Instead of
sending a complete Solicitation Package to each of the Class 1,
Administrative, and Tax claimholders, the Committee will provide
a Non-Voting Class Notice, which summarizes the treatment
provisions of the Plan that relate to the classes of claims or
interests and provides:

   (a) notice of the filing of the Plan;

   (b) the Disclosure Approval Order;

   (c) instructions regarding how to obtain or view copies of the
       Disclosure Statement and Plan; and

   (d) the Confirmation Hearing Notice.

B. Contract/Lease Party Notice

Parties to certain of the Debtors' executory contracts and
unexpired leases may not have scheduled or filed claims in the
Debtors' bankruptcy cases, pending the disposition of their
contracts or leases by assumption or rejection, and, thus, may
not be in any group otherwise covered by the Solicitation
Procedures.  To ensure that the parties receive notice of the
Plan, the Committee will send the parties a Contract/Lease Party
Notice, which describes the provisions of the Plan relating to
the treatment of executory contracts and unexpired leases.  
However, the Committee reserves the right to send to certain
contract and lease parties a copy of the Disclosure Statement and
Plan, if there is a potential that the parties will, as a result
of the rejection of their contracts or leases, have claims that
are classified as General Unsecured Claims in Class 4A.

C. Contested Claims Notice

Only holders of allowed claims are entitled to vote to accept or
reject a plan.  However, Bankruptcy Rule 3018(a) permits a court,
after notice and hearing, to temporarily allow a contested claim
for voting purposes.  Accordingly, the Committee proposes that
"Contested Claimants" -- any holder of a claim in Classes 2, 3,
4A or B, whose claims are asserted in a proof of claim to which
an objection to the entirety of the claim is filed and served no
later than the Solicitation Deadline -- be not permitted to vote
on the Plan.  The Committee will distribute to each of the
Contested Claimants a package that includes:

   (a) a "Contested Claims Notice";

   (b) the Disclosure Statement with the Plan attached as an
       Exhibit; and

   (c) the Approval Order.

The Contested Claims Notice will inform the Contested Claimants
that their claims have been designated as Contested Claims and
that, absent filing a motion seeking allowance of the Contested
Claim for voting purposes only pursuant to Rule 3018(a), the
Claimants are not entitled to vote their contingent, unliquidated
or disputed claims.  The Claimants will be instructed in the
Contested Claims Notice to contact the Noticing Agent to receive
a Ballot for any claim, if a Rule 3018(a) Motion is timely filed.

Any holder of a Claim in Classes 2, 3, 4A or B that is partly
contingent, unliquidated or disputed, will receive a Solicitation
Package and will be permitted to vote the amount of the Claim
that is fixed or undisputed.  The Claimholder, however, may ask
the Court to temporarily allow the Claim in a higher amount, for
voting purposes.

D. Notice of Deemed Rejection

Classes 4C, 4D and 5 are impaired under the Plan.  The
Claimholders in these Classes will not receive or retain any
property under the Plan.  Hence, the Claimholders are deemed to
reject the Plan and are no longer entitled to vote.

Because the solicitation of Plan votes from these Claimholders is
unnecessary, instead of sending a complete Solicitation Package
to each, the Committee proposes to transmit a "Notice of Deemed
Rejection" to these creditors.  The Notice will summarize the
treatment provisions of the Plan that apply to the affected
creditors' claims.

E. Additional Solicitation Procedures

   (a) Publication Notice

       On or 15 days before the Confirmation Hearing, the
       Committee will have the Confirmation Hearing Notice
       published once in The Wall Street Journal, National
       Edition.

   (b) Return of Ballots

       Each claimant that has a Claim for which a Claim amount
       may be determined, and which Claim is not treated as
       unimpaired under the Plan as of the Voting Deadline, is
       entitled to vote to accept or reject the Plan.  All
       Ballots will be accompanied by return envelopes addressed
       to the Tabulation Agent.  No Ballots transmitted to the
       Tabulation Agent by facsimile transmission will be
       counted.  All Ballots must be actually received by the
       Tabulation Agent no later than 4:00 p.m., Prevailing
       Eastern Time, on the Voting Deadline.

   (c) Tabulation Agent

       The Committee appoints bankruptcy claims specialist,
       AlixPartners LLC, as Tabulation Agent.  The Tabulation
       Agent is responsible for the tabulation of Ballots
       received from all holders of voting Claims.  In addition,
       the Tabulation Agent will respond to inquiries concerning
       the Plan, the Disclosure Statement, and the Voting
       Procedures.

   (d) Pending Objections

       Consistent with the provisions of the Bankruptcy Code and
       the Bankruptcy Rules, the Voting Procedures provide that
       the holders of claims that are the subject of objections,
       that are filed and served by the Solicitation Deadline,
       are not entitled to vote on the Plan unless the Bankruptcy
       Court allows their claims, whether by disposition of the
       objection or temporarily for voting purposes only, by the
       Voting Deadline.

   (e) One Solicitation Package per Creditor

       To avoid duplication and reduce expenses:

       -- creditors holding unclassified claims or unimpaired
          claims and claims in a class that is designated as
          impaired and entitled to vote under the Plan, are
          entitled to receive only the Solicitation Package
          appropriate for the impaired class; and

       -- creditors who have filed duplicate claims in any given
          class would be entitled to receive only one
          Solicitation Package and allowed only one ballot for
          voting their claims with respect to that class.

F. Special Procedures for Holders of Public Securities

Because of the complexity and difficulty associated with reaching
beneficial owners of publicly traded securities -- many of which
hold their securities in brokerage accounts and through several
layers of ownership -- the Committee intends to send solicitation
materials, in a manner customary in the securities industry, so
as to maximize the likelihood that the beneficial owners of the
Debtors' publicly held securities will receive the materials in a
timely fashion.  The Debtors' public securities consist of the
Old Notes, which are classified in Class 4, and Equity Interests
in the Debtors classified in Class 5.

All known record holders, or their agents will be required to
provide the Noticing Agent and the Tabulation Agent with the
names, addresses, account numbers and holdings of the holders of
record as of the Voting Record Date of the beneficial holders in
electronic format.  The Solicitation Package will be transmitted
to the Old Noteholders in Class 4A, and the Notice of Deemed
Rejection to holders of Equity Interests in Class 5, by mailings
made no later than February 13, 2004, to:

   -- each beneficial holder of record, as of the Voting Record
      Date for which the Solicitation Agent has received
      addresses in electronic format from the applicable Record
      Holders; and

   -- each Record Holder identified by the Noticing Agent or
      Tabulation Agent, as an entity through which beneficial
      owners hold or held the public securities as of the Voting
      Record Date and from which the Noticing Agent or Tabulation
      Agent has not received addresses in electronic format.

Record Holders who failed to provide the Noticing Agent or
Tabulation Agent or their designated agent with addresses of
beneficial holders in electronic format, will promptly distribute
the Solicitation Packages or Notices of Deemed Rejection, as
applicable, to the beneficial owners for whom they hold the
securities.

The Solicitation Packages to be transmitted by Record Holders to
the beneficial holders of Old Notes will include a ballot for the
beneficial owners, and a return envelope provided by, and
addressed to, the Record Holders.  The Record Holders will then
summarize the individual votes reflected on the Beneficial Owner
Ballots on a master ballot to be provided to them by the
Committee and, then, return the Master Ballot to the Tabulation
Agent by the Voting Deadline.  Alternatively, the Record Holders
have the option of prevalidating the Beneficial Owner Ballots so
that beneficial owners can return them directly to the Tabulation
Agent.

If the Record Holder elects to "prevalidate" ballots:

   (a) the Record Holder will forward the Solicitation Package or
       copies of it, including (i) the Disclosure Statement and
       (ii) an individual ballot that has been prevalidated and
       (iii) a return envelope provided by and addressed to the
       Tabulation Agent, to the beneficial owner within five
       business days of the receipt by the Record Holder of the
       Solicitation Package;

   (b) the Record Holder should complete and execute the ballot
       and indicate on the ballot the name of the registered
       holder, the amount of securities held by the Record Holder
       for the beneficial owner and the account numbers for the
       accounts in which the securities are held by the Record
       Holder; and

   (c) the beneficial owner will return the prevalidated ballot
       to the Tabulation Agent.

This procedure, Mr. Schlerf explains, adequately recognizes the
complex structure of the securities industry, enables the
Committee to transmit voting materials and notices to the record
owners and beneficial owners of the Debtors' public securities,
and affords parties with a fair and reasonable opportunity to
exercise their rights.

The Committee seeks the Court's permission to reimburse the
Record Holders for their reasonable, actual, and necessary out-
of-pocket expenses incurred in performing the tasks, upon written
request.

G. No Notice Required

No Solicitation Packages or other notices will be transmitted to:

   (a) holders of claims listed on the Debtors' Schedules that
       have already been paid in full during the pendency of the
       Debtors' cases or that are authorized to be paid in full
       in the ordinary course of business pursuant to prior Court
       orders;

   (b) holders of claims listed on the Schedules as contingent,
       unliquidated, disputed, zero, or unknown in amount,
       if the holders did not timely file proofs of claim; and

   (c) any person to whom the Debtors mailed a notice of the
       Petition Date and first meeting of creditors or a notice
       of the Bar Date if either of the notices was returned
       marked "undeliverable" or "moved - no forwarding address"
       or for a similar reason, unless the Debtors have been
       informed in writing by the person of his or her new
       address before the Voting Record Date.

                      Tabulation Procedures

The Committee proposes these Tabulation Procedures:

    (1) A vote may be disregarded if the Court determines, after
        notice and a hearing, that the vote was not solicited or
        procured in good faith, or in accordance with the
        provisions of the Bankruptcy Code.

    (2) A claimholder with more than one class must use separate
        Ballots for each class of Claims.

    (3) If multiple Ballots are received by a claimholder, the
        last Ballot received from the holder before the
        Voting Deadline will be counted.

    (4) If multiple Ballots are received from different holders
        purporting to hold the same Claim, in the absence of
        contrary information establishing which claimant held the
        Claim as of the Voting Deadline, the latest-dated Ballot
        received before the Voting Deadline will be counted.

    (5) If multiple Ballots are received from a holder of a Claim
        and someone purporting to be his, her, or its attorney or
        agent, the Ballot received from the holder of the Claim
        will be counted, and the vote of the purported attorney
        or agent will not be counted.

    (6) A Ballot that is completed, but on which the claimant did
        not indicate whether to accept or reject the Plan, or
        that indicates both an acceptance and rejection of the
        Plan, will not be counted.

    (7) A Ballot transmitted by facsimile or electronic mail will
        not be counted.

    (8) A Ballot must be signed for the vote to be counted.

    (9) A Ballot cast by a person or entity that does not hold a
        claim in a class that is entitled to vote to accept or
        reject the Plan will not be counted.

   (10) A Ballot that is illegible or contains insufficient
        information to permit identification of the claimant will
        not be counted.

   (11) A Ballot received after the Voting Deadline unless the
        Committee has granted an extension of the Voting Deadline
        with respect to the Ballot will not be counted.

   (12) For voting purposes, the Tabulation Agent will be deemed
        to be in constructive receipt of any Ballot timely
        delivered to any address that it designates for the
        receipt of Ballots cast on the Plan.

Any claimant entitled to vote to accept or reject the Plan may
change its vote before the Voting Deadline by casting a
superseding Ballot so that the Tabulation Agent on, or before the
Voting Deadline receives the superseding Ballot.  Claimants
desiring to change their votes after the Voting Deadline may do
so only with the Court's approval, for "cause," pursuant to Rule
3018(a), by filing a motion with the Court on or before the
Confirmation Objection Deadline so that it may be heard and
considered at the Confirmation Hearing.

For voting purposes, the amount of a claim used to tabulate the
acceptance or rejection of the Plan, in order of priority, is:

   (i) the amount allowed, if, before the Voting Deadline:

       -- the Bankruptcy Court enters an order fully or partially
          allowing a Claim, whether for all purposes, or for
          voting purposes only; or

       -- the Committee and a Claimholder agree to fully or
          partially allow the Claim for voting purposes only and
          no objection to the allowance is received within
          seven days after service by first-class mail of notice
          of the agreement to the entities having filed a notice
          of appearance in the Debtors' bankruptcy cases;

  (ii) the liquidated amount specified in a proof of claim filed
       by the Voting Record Date, so long as the proof of claim
       has not been expunged, disallowed, disqualified or
       suspended by the Court;

(iii) the Claim amount listed in the Debtors' Schedules as
       liquidated, undisputed, and not contingent; and

  (iv) $1, for voting purposes only, if the Claim is listed in
       the Debtors' Schedules or the proof of claim has been
       timely filed by the Voting Record Date and the Claim is
       wholly contingent, unliquidated, or disputed, so long as
       the proof of claim has not been disallowed by the Court or
       is not the subject of an objection, filed and served by
       the Solicitation Deadline.

If the Debtors or the Committee has served an objection to a
claim by the Solicitation Deadline, the claim will be temporarily
disallowed for voting purposes only, and not for purposes of
disallowance of distribution, except to the extent, and in the
manner as the Court may order upon a Rule 3018(a) Motion that was
timely filed by the Rule 3018(a) Motion Deadline.

                       Rule 3018(a) Motion

If a Contested Claimant seeks to challenge allowance or
disallowance of its claim for voting purposes, the Claimant must
file with the Court and serve on the Committee and the Debtors, a
Rule 3018(a) Motion temporarily allowing the claim solely for
voting purposes.  The Rule 3018(a) Motion must be filed on or
before March 1, 2004.

The Claimant's Ballot will not be counted unless temporarily
allowed by the Court for voting purposes after notice and a
hearing.  Any party timely filing and serving a Rule 3018(a)
Motion will be provided a Ballot and permitted to cast a
provisional vote to accept or reject the Plan.  If, and to the
extent, that the Committee and the party are unable to resolve
the issues raised by the Rule 3018(a) Motion before the Voting
Deadline, then at the Confirmation Hearing, the Court will
determine whether the provisional Ballot should be counted as a
vote on the Plan.  This will help ensure an efficient tabulation
of Ballots to be completed accurately by the Confirmation
Hearing.

Nothing in the procedures affects the Committee's right to object
to any proof of claim after the Voting Record Date.

          Procedures for Counting Old Noteholder Ballots

The Committee proposes these procedures for tabulating votes cast
by the holders of Old Notes in Class 4A:

   (1) Banks, brokerage firms or agents electing to use the
       Master Ballot voting process, are required to retain for
       inspection by the Court, the Ballots cast by beneficial
       owners for one year following the Voting Deadline.

   (2) To avoid double counting:

       -- votes cast by beneficial owners of the Old Notes
          through a Record Holder, or its agent, and transmitted
          by means of a Master Ballot, will be applied against
          the positions held by the Record Holder with respect to
          the Old Notes; and

       -- votes submitted by a Record Holder, or its agent, on a
          Master Ballot will not be counted in excess of the
          position maintained by the bank, or brokerage firm, on
          the Voting Record Date in the Old Notes.

   (3) To the extent that conflicting votes or overvotes are
       submitted on a Master Ballot, the Tabulation Agent will
       attempt to resolve the conflict or overvote before the
       Voting Deadline to ensure that as many of the votes as
       possible are accurately tabulated.

   (4) To the extent that overvotes on a Master Ballot are not
       reconcilable before the Voting Deadline, the Tabulation
       Agent will count votes in respect of the Master Ballot in
       the same proportion as the votes to accept and reject the
       Plan submitted on the Master Ballot that contained the
       overvote, but only to the extent of the applicable bank's
       or brokerage firm's position on the Voting Record Date in
       the Old Notes.

   (5) Banks and brokerage firms generally are voting on behalf
       of the beneficial owners for whom they hold securities,
       and the Master Ballots that they fill out merely reflect
       the voting instructions given by those beneficial owners.
       Thus, Record Holders are authorized to complete multiple
       Master Ballots, and the votes reflected by the multiple
       Master Ballots will be counted, except to the extent that
       they are duplicative of other Master Ballots.

       If two or more Master Ballots submitted are inconsistent
       in whole or in part, the latest Master Ballots received
       before the Voting Deadline will, to the extent of the
       inconsistency, supersede and revoke any prior Master
       Ballot, subject to the Committee's right to object to the
       validity of the second Master Ballot on any basis
       permitted by law, including under Rule 3018(a).  If the
       objection is sustained, the first Master Ballot will then
       be counted.

   (6) To avoid inconsistent treatment, and provide guidance to
       the Committee and the Tabulation Agent, each beneficial
       owner of an Old Note is deemed to have voted the full
       principal amount of its claim relating to the Old Note,
       notwithstanding anything to the contrary on any ballot.

Mr. Schlerf maintains that the Voting and Tabulation Procedures
are without prejudice to the rights of the Debtors, the Committee
or any other party-in-interest in any other context to dispute
any unresolved Claim.  The Procedures embody an orderly and
logical method for soliciting and tabulating the Ballots of
voting parties as contemplated by the Bankruptcy Code and
Bankruptcy Rules.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com/-- together with its 92 direct and  
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KAISER ALUMINUM: Wants to Reject Collective Bargaining Pacts
------------------------------------------------------------
The Kaiser Aluminum Debtors' various efforts have enabled them, to
date, to maintain adequate liquidity to operate, but their cash
resources and liquidity continue to decline.  Excluding asset sale
proceeds and non-recurring insurance recoveries, during the 11
months ended November 30, 2003, the Debtors consumed $146,000,000
in cash.  Demand for fabricated aluminum product remains weak.
Until recently, metal prices remained at low levels.  In addition,
natural gas and fuel oil prices have increased to near
historically high levels and the U.S. dollar has weakened,
particularly against the Australian dollar and the U.K. Pound
Sterling, currencies in which the Debtors are exposed to
substantial costs in respect to their interests in Queensland
Alumina Limited and Anglesey Alumina Limited.  The curtailment
and ultimate idling of the Volta Aluminum Company Limited smelter
have further impaired the Debtors' financial condition.  As a
result of the adverse economic conditions, the Debtors have been
required to obtain a number of amendments to the DIP Facility to
address lower than projected operating performance.

According to Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the Debtors' cash
disbursements are currently exceeding cash receipts by
$10,000,000 per month.  The Debtors project $25,000,000 in
negative EBITDA for 2003.  The Debtors' cash flow is negative
even though they are not servicing their prepetition obligations,
including over $800,000,000 in bond and other indebtedness, and
are not making payments with respect to their pension and
asbestos liabilities.  Nonetheless, as required by Section 1114
of the Bankruptcy Code, the Debtors continue to pay their retiree
medical liabilities, which aggregate $60,000,000 per year and are
continuing to escalate at a significant rate.

Mr. DeFranceschi relates that, in September 2002, the Debtors
prepared a strategic plan for their business operations.  The
strategic plan envision that the Debtors would sell or otherwise
dispose of some or all of their Bauxite and Alumina and Primary
Aluminum assets and reorganize their Fabricated Products
business.

The strategic plan was shared with the Official Committee of
Unsecured Creditors, the Official Committee of Asbestos Claimants
and Martin J. Murphy, the legal representative of future asbestos
claimants.  After considerable due diligence was completed by the
parties, the Committees and the Futures Representative indicated
that they did not oppose the Debtors' strategic plan.

Beginning in March 2003, the Debtors initiated a process to
explore the sale of their interests in Alpart and Anglesey as
well as the Gramercy refinery in connection with their interests
in Kaiser Jamaica Bauxite Company.  After extensive marketing to
prospective purchasers around the world, bids were submitted in
November 2003.  For the most part, the bids proposed values for
the assets that were substantially less than anticipated.  At
present, the Debtors have not entered into any agreements to sell
one or more of the Commodities Assets.

Irrespective of whether the Debtors retain or sell some or all of
their Commodities Assets, Mr. DeFranceschi says, the Debtors will
not under any viable scenario be able to satisfy their pension
benefits obligations.  The Fabricated Products business, either
alone or in combination with the Commodities Assets, would not
generate cash flow even remotely sufficient to fund the Debtors'
pension benefits obligations.  There is, therefore, a need to
modify certain pension benefits.

By this motion, the Debtors seek the Court's authority to reject
collective bargaining agreements with the United Steelworkers of
America and the International Association of Machinists and
Aerospace Workers that set forth the Pension Benefit obligations
for their hourly retirees.  The Debtors want to remove any
contractual bar to the implementation of their pension proposals.

The Collective Bargaining Agreements are:

Name                                Location      Dates
----                                --------      -----
Kaiser Aluminum & Chemical                        September 18,
Corporation Gramercy Works and                    2000
USWA, Gramercy Local 5702,
Mead Local 329, Newark Local 341,
Tacoma Local 794, Trentwood
Local 338

Settlement Agreement between                      September 18,
Kaiser Aluminum & Chemical                        2000
Corporation and USWA

Kaiser Bellwood Corporation,        Bellwood,     October 8,
Bellwood Extrusion Plan and         Chesterfield  2001 to
USWA International Union,           County, VA    October 6,
on behalf of Local No. 440                        2004

Kaiser Bellwood Corporation,        Bellwood,     September 3,
Bellwood Extrusion Plant and        Chesterfield  2001 to
IAM and Aerospace Workers           County, VA    October 6,
                                                  2004

Kaiser Aluminum & Chemical          Bridgeview,   May 1, 2001
Corporation, Bridgeview             IL            to April 30,
Warehouse and Building Material,                  2004
Lumber, Box, Shaving, Roofing and
Insulating Chauffeurs, Teamsters,
Warehousemen and Helpers, and
Related Industry Employees
Watchmen, Security Guards,
Chicago and Vicinity, Illinois;
as well as Notions, Candies,
Cigar, Tobacco and Cigarette
Salesmen, Drivers, Helpers and
Inside Workers and Vending
Machine Drivers, Servicemen and
Inside Workers, Union Local 786

Kaiser Aluminum & Chemical          Gramercy      September 18,
Corporation, Gramercy Works and     Works         2000
USWA Local 5702 (Supplemental
Seniority Agreement)

Kaiser Aluminum & Chemical          Los Angeles,  April 30,
Corporation and Teamsters           CA            2001
Local 986 - Extrusion Plant

Kaiser Aluminum & Chemical          Mead Works    Draft of
Corporation, Mead Works and USWA                  September 18,
(Supplemental Agreement)                          2000 to
                                                  September 30,
                                                  2005

Kaiser Aluminum & Chemical          Newark Works  Draft of
Corporation, Newark Works and                     September 18,
USWA Local 341 (Supplemental                      2000 to
Seniority Agreement and Letters                   September 30,
of Agreement)                                     2005

Kaiser Aluminum & Chemical          Oxnard, CA    March 15,
Corporation and International                     1997
Brotherhood of Boilermakers, Iron
Shipbuilders, Blacksmiths,
Forgers and Helpers, Local Lodge
No. 343

Kaiser Aluminum & Chemical          Sherman, TX   February 4,
Corporation and IAM District 776,                 2000
Local 2082

Kaiser Aluminum & Chemical          Spokane, WA   September 18,
Corporation, Trentwood Works and                  2000
USWA Local 338 (Supplemental and
Local Agreements)

Kaiser Aluminum & Chemical          Spokane, WA   August 2000
Corporation, Trentwood Works and
USWA, Clerical and Technical Unit
(Supplemental and Local Agreement)

Kaiser Aluminum & Chemical          Tacoma Works  September 18,
Corporation, Tacoma Works and                     2000
USWA Local 7945 (Supplemental
Seniority Agreement)

Effective December 17, 2003, the Pension Benefit Guaranty
Corporation terminated the Kaiser Aluminum Salaried Employees
Retirement Plan pursuant to Section 4042(c) of the ERISA.  The
PBGC determined that the termination was necessary to protect the
interest of the Salaried Plan participants.  The PBGC
announcement regarding the termination did not discuss the
Debtors' remaining Hourly Plans.

Section 1113 establishes the procedural and substantive
prerequisites for rejection of a collective bargaining agreement.  
The Collective Bargaining Agreements can only be rejected after
these requirements are met:

   (a) The debtor must make a proposal to the union of
       modifications necessary to its restructuring that is
       based on the most reliable information available at the
       time and that assures that all affected parties are
       treated equitably;

   (b) The union must reject the proposal without good cause; and

   (c) The balance of equities must clearly favor the rejection
       of the agreement.

The Debtors have complied with these requirements by submitting
written proposals and by revising their proposals as necessary
when new data become available.  The proposals were based on
extensive financial, business and industry information routinely
used and maintained in the ordinary course of their business,
along with information and analysis provided by the Debtors'
restructuring and legal professionals.  The proposals include:

   * historical and projected financial performance data,

   * business plans,

   * liquidity and recovery analyses, and

   * other financial information.

Despite their good faith negotiations and considerable efforts,
the Debtors failed to reach negotiated agreements with the USWA
and the IAM.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
operates in all principal aspects of the aluminum industry,
including mining bauxite; refining bauxite into alumina;
production of primary aluminum from alumina; and manufacturing
fabricated and semi-fabricated aluminum products.  The Company
filed for chapter 11 protection on February 12, 2002 (Bankr. Del.
Case No. 02-10429).  Corinne Ball, Esq., at Jones, Day, Reavis &
Pogue, represents the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No.
37; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KB TOYS: Bankruptcy Filing Won't Adversely Impact Activision Inc.
-----------------------------------------------------------------
Activision, Inc. (Nasdaq: ATVI) announced that KB Toys' bankruptcy
filing will not have any impact on its earnings results, as the
company stopped shipping products to KB approximately three months
ago and no unpaid receivable is outstanding.

"We have been monitoring KB's financial situation for several
months now," states Ron Doornink, CEO, Activision Publishing, Inc.
"It is encouraging to see that the execution of our credit
policies and procedures was successful in identifying this
situation in advance."

Headquartered in Santa Monica, California, Activision, Inc. is a
leading worldwide developer, publisher and distributor of
interactive entertainment and leisure products. Founded in 1979,
Activision posted net revenues of $864 million for the fiscal year
ended March 31, 2003.

Activision maintains operations in the U.S., Canada, the United
Kingdom, France, Germany, Italy, Japan, Australia, Scandinavia and
the Netherlands. More information about Activision and its
products can be found on the company's World Wide Web site, which
is located at http://www.activision.com/

KB Toys, Inc. is the nation's largest combined mall-based and
online specialty toy retailer. It is a more than 80-year old
company, privately held and headquartered in Pittsfield,
Massachusetts. The Company and 69 of its affiliates filed for
Chapter 11 protection on January 14, 2003, in the U.S. Bankruptcy
Court for the District of Delaware (Lead Bankr. Case No. 04-
10120).


KMART CORP: Wants $4BB Admin. Claims Reclassified as Non-Priority
-----------------------------------------------------------------
There are 993 administrative claims that the Kmart Corporation
Debtors want reclassified as non-priority, general unsecured
claims.  The Reclassified Claims amount to $3,999,394,378.  The
Debtors clarify, however, that the claims to be reclassified are
not allowed claims and remain subject to further objections.
(Kmart Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LEAP WIRELESS: Promotes S. Douglas Hutcheson to EVP and CFO
-----------------------------------------------------------
Leap Wireless International, Inc., an innovator of wireless
communications services, promoted S. Douglas Hutcheson to
executive vice president and chief financial officer (CFO), and
Glenn Umetsu to executive vice president and chief operating
officer (COO). The promotions are in alignment with the Company's
recently confirmed reorganization process and plans to improve the
financial and operational performance of its business.

"Doug's experience, combined with his leadership over the past
months in dealing with our restructuring, make him well positioned
to continue to lead the Company's financial organization into the
future as a financially healthy company with a strong balance
sheet and substantially reduced debt," said Harvey P. White,
Leap's chairman and CEO. "In his new role, Doug will apply his
broad business background to the development of new practices and
procedures that are expected to strengthen the company further to
succeed in the strengthening telecommunications market."

White continued, "Glenn has been instrumental in building and
maintaining one of the most cost-effective, high quality networks
in the wireless industry. His demonstrated expertise underscores
his ability, as the company's new chief operating officer, to
continue our charter of making wireless even more affordable and
comfortable for consumers. Both Glenn and Doug understand the
bottom-line goals of the business and are ideal individuals to
lead the company's financial and operational efforts."

As executive vice president and CFO, Hutcheson will continue to be
responsible for the financial planning and accounting practices of
the organization, and for overseeing and directing treasury,
budgeting, audit, tax, accounting, capital equipment purchasing,
long-range forecasting and insurance activities. He will also
continue to lead the company's efforts in restructuring the
outstanding indebtedness of Leap and its subsidiaries via its
confirmed plan of reorganization. In addition, Hutcheson is also
assuming responsibility for the Company's information technology
department. Prior to this appointment, Hutcheson served as senior
vice president and chief financial officer.

In his new role as executive vice president and chief operating
officer, Umetsu is responsible for overseeing and directing the
Company's business operations across Leap's 39 markets in 20
states, including sales and distribution, customer services,
technology planning, and network operations. He previously held
the role of senior vice president, engineering operations.

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the mass
market. Leap pioneered the Cricket Comfortable Wirelessr service
that lets customers make all of their local calls from within
their local calling area and receive calls from anywhere for one
low, flat rate. For more information, please visit
http://www.leapwireless.com/  

With Cricket(R) service, customers can make unlimited local calls
over their service area for a low rate of $29.99 per month, plus
taxes and fees. For customers wanting more than just basic
unlimited wireless service, Cricket also provides two simple, cost
competitive value bundles with multiple calling features. Text
messaging and downloadable ringtones are also available for a
small additional fee, and Cricket customers can purchase long
distance service to anywhere in the United States, Mexico or
Canada either as part of value bundle or in per minute increments.
Cricket service is an affordable wireless alternative to
traditional landline service and appeals to people completely new
to wireless -- from students to young families and local business
people. For more information, please visit
http://www.mycricket.com/  

Leap Wireless, as previously reported, is currently in default of
all of its long-term financing agreements.


LES BOUTIQUES: Delivers CCAA Restructuring Plan to Court in Quebec
------------------------------------------------------------------
Les Boutiques San Francisco Incorporees presented the main
elements of its restructuring plan to the Superior Court of the
Province of Quebec, as part of a motion for extension under the
Companies' Creditors Arrangement Act. The Company asked the Court
to grant an initial period of 60 days to implement this plan. The
motion pertains to the Corporation, Les Ailes de la Mode
Incorporees and Les Editions San Francisco Incorporees.

"The proposed plan sets out to allow the Group to find a
definitive solution to its financial difficulties, caused mainly
by the Les Ailes de la Mode store in downtown Montreal, and to
begin again on a viable basis and in a context of continuity,"
said Gaetan Frigon, Chief Restructuring Officer. "We are
confident that, with this plan, the Group will be able to pursue
its activities profitably and generate the liquidities necessary
for its future development."

The principal elements of the restructuring plan are as follows:

- Concentration on two core businesses for which the Group has a
  strong position in the marketplace, namely the Les Ailes de la
  Mode (four stores) and the swimwear division, operated under the
  Bikini Village (39 stores) and San Francisco Maillots (21
  stores) banners.

- The sale of non-core activities, namely the San Francisco (36
  stores) and Victoire Delage/Moments Intimes (18 stores) banners.
  These sales will be made on a going-concern basis in order to
  maximize the value of these assets.

- Liquidation of the inventory of the downtown Les Ailes de la
  Mode store and temporary closure by April 30, 2004. The surface
  area of this store will be downsized from its present 225,000
  sq. ft. to 75,000 sq. ft. In doing so, the downtown store, when
  it re-opens in August 2004, will have a surface area and will be
  configured in a manner similar to the three other successful Les
  Ailes de la Mode stores in Brossard, Laval and Quebec City. A
  single concept for all Les Ailes de la Mode stores will
  facilitate management of the banner. Positive discussions have
  already begun with the real estate owner, Ivanhoe Cambridge, and
  the Group is confident that an agreement can be reached.

- The sale of the head office building on Lauzon Street in
  Boucherville, in the City of Longueuil, and the move of
  administrative personnel to office space available at the Les
  Ailes de la Mode store in Brossard.

- The closing of four unprofitable stores in the Bikini Village et
  San Francisco Maillots banners.

- Adoption of significant cost-cutting measures to reduce
  administrative expenses. These will be implemented in January
  and February and will continue throughout all of 2004 for
  recurring annual savings of approximately $8.5 million.

- The merchandise offered by the Les Ailes de la Mode stores will
  be updated to correspond more fully to customer expectations. As
  a result, in each store, the Company will strengthen departments
  for women's clothing, cosmetics, men's clothing, decoration,
  lingerie and women's accessories. The Les Ailes de la Mode
  stores will no longer offer departments for children, nor
  peripheral services (restaurants, hair dressing salons and
  concessions).

Once the implementation of the restructuring plan is well
underway, the Group intends to propose to its creditors and other
stakeholders a final plan or plans of arrangement (the
Arrangement). The Group considers that the Arrangement to be
proposed will be more beneficial for its creditors than a
liquidation, since it maintains the Company as a going concern.

Since the issuance of the initial order by Superior Court on
December 17, 2003, the Group has continued to operate in the
normal course, without disruption. All of the stores have
remained open and continue to do so.

"This restructuring plan will allow the Group to focus on two
strong concepts, Les Ailes de la Mode and swimwear sales," stated
Mr. Frigon. "Once the problems of the downtown store are settled,
the overall Les Ailes de la Mode banner will be able to achieve
success, especially with an even more targeted positioning that
corresponds to customer expectations. As far as Bikini Village
and San Francisco Maillots are concerned, they are already the
uncontested leaders in swimwear sales in Quebec. They are
profitable chains that offer interesting potential for growth.
Moreover, serious investors have already shown interest in taking
part in re-launching the Group based on these two focal points
for development."

                    PROPOSED APPOINTMENTS

In order to carry out this restructuring plan, Mr. Frigon has
proposed the appointment of Mr. Jean-Claude Gagnon, as Interim
Chief Operating Officer, and Mr. Laurent Meriaux, as Interim
Chief Financial Officer. Mr. Gagnon has had broad experience in
the retail sector while Mr. Meriaux was, among other things, in
charge of finance for a large renovation chain.


LOEWEN GROUP: Judge Walsh Issues Final Decree Closing 26 Cases
--------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
reminds Judge Walsh that the Quarterly Fee Dispute remains pending
before the Court.  The Quarterly Fee Dispute involves a
disagreement between the U.S. Trustee and the Reorganized Loewen
Group Debtors as to how fees payable pursuant to 28 U.S.C. Section
1930(a)(6) should be calculated.  The Quarterly Fee Dispute covers
all quarters during which these jointly administered cases have
been pending.

In the past, the Reorganized Debtors have filed a series of
motions to close certain cases.  In lieu of litigating the same
issues involved in the Quarterly Fee Dispute in the context of
each and every case closing, the Reorganized Debtors and the U.S.
Trustee have previously reached suitable arrangements to protect
the U.S. Trustee's interests in collecting outstanding quarterly
fees, while permitting the Reorganized Debtors to close certain
cases.  With each closing motion, the Reorganized Debtors
increased the amount of an existing letter of credit in the U.S.
Trustee's favor to account for the amount of post-Effective Date
quarterly fees, which the U.S. Trustee believes the Closing
Debtors owe.  In addition, the Court retained jurisdiction over
the Quarterly Fee Dispute.

Consistent with the prior arrangements, the U.S. Trustee will
continue to make an effort to resolve her concerns with respect to
the closing motion.  In the event that the U.S. Trustee does not
reach suitable arrangements with the Reorganized Debtors to
resolve those concerns, the U.S. Trustee asserts that the
Reorganized Debtors are, at a minimum, obligated to pay all post-
Effective Date quarterly fees due under 28 U.S.C. Section
1930(a)(6) and comply with their past-due reporting obligations in
connection therewith pending the resolution of the Quarterly Fee
Dispute.

              No Post-Confirmation Quarterly Reports

Since the Effective Date, U.S. Trustee notes that the Reorganized
Debtors have not filed any post-confirmation quarterly reports
with the Court indicating the amount of disbursements made in the
closing cases.  Taken together, 28 U.S.C. Section 1930(a)(6) and
Rule 2015(a)(5) of the Federal Rules of Bankruptcy Procedure
require the Reorganized Debtors to file reports that enable the
U.S. Trustee to verify the amount of fees payable and to collect
those fees.  Absent suitable protection for the U.S. Trustee's
interests, the post-Effective Date quarterly fee reporting and
payment obligations will have to be fulfilled before closing the
cases.

                   Debtors Will Increase Bond

To appease the U.S. Trustee, the Reorganized Debtors promise to
increase the bond amount to protect the U.S. Trustee's fees.  The
Reorganized Debtors would also continue to defer resolution of the
dispute pending closing of the remaining cases.

Consequently, Judge Walsh issues a final decree closing the 26
cases. (Loewen Bankruptcy News, Issue No. 80; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


MIRANT: Clarifies Remarks on Potential Philippine Business IPO
--------------------------------------------------------------
Mirant (MIRKQ) issued a statement clarifying remarks concerning
the potential IPO of a small portion of its Philippine operations.

The initial public offering (IPO) of part of Mirant's Philippine
business is not a new development and has been the subject of
previous public comment in both the Philippines and the United
States. Mirant remains committed to do the IPO, as required under
the Philippines' Electric Power Industry Reform Act (EPIRA), once
certain conditions and factors have been addressed. Mirant does
not anticipate an IPO in 2004 and cannot determine at what point
after 2004 such an IPO would be feasible.

On Tuesday, Jan. 13, Ed Bautista, president of Mirant's Philippine
operations, made public remarks on the potential IPO. He mentioned
it would be expected to raise approximately $325 million. Today,
Mirant's corporate operations announced that those valuations are
outdated and the Company would not be able to provide new
financial data until an in-depth evaluation occurs. The delayed
deregulation of the Philippine energy market and the privatization
of the Philippine National Power Corporation are two fundamental
events that would need to be completed before the Company would
begin to conduct a detailed evaluation.

Many factors affect the valuation of a potential securities
offering, some of which include market conditions in the industry,
current financial results of the issuing company, perceived
financial prospects for the issuing company and securities market
demand.

While the Company cannot yet determine the amount that would be
offered to the public, Mirant would consider offering
approximately 10 percent of the Corporation's shareholdings as
mandated by EPIRA, subject to the appropriate conditions.

Mirant is a competitive energy company that produces and sells
electricity in North America, the Caribbean, and the Philippines.
Mirant owns or controls more than 22,000 megawatts of electric
generating capacity globally. We operate an integrated asset
management and energy marketing organization from our headquarters
in Atlanta. For more information, please visit
http://www.mirant.com


MIRANT: Wants Nod to Hire Richard Ellis as Real Estate Broker
-------------------------------------------------------------
Pursuant to Sections 327(a) and 328 of the Bankruptcy Code, the
Mirant Debtors seek the Court's authority to employ CB Richard
Ellis, Inc., as their real estate broker with respect to their
headquarters lease in Atlanta, Georgia.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that the Debtors are headquartered in 1155
Perimeter Center West, where they lease a 67,000-foot trading
center and a 300,000 square foot office tower.  In connection
with the Plan formulation, the Debtors anticipate that the
quantity and type of space needs will change, necessitating a
possible renegotiation of the current lease or relocation to a
new property.  

According to Ms. Campbell, CB Richard is the global leader in
commercial real estate.  With 14,000 employees in 250 offices
across 48 countries, the firm completes more successful
transactions each year than any other firm in the world.

As real estate broker, CB Richard is expected to:

   (a) establish specifications of the Debtors' headquarters
       space needs;

   (b) identify and qualify alternative locations;

   (c) negotiate with the current landlord to reduce economic
       terms;

   (d) establish a letter of intent;

   (e) negotiate with the current landlord to reduce lease
       space to the Debtors' requirements and reduce the rate of
       the remaining space to market terms; and

   (f) negotiate the final lease with either the current or new
       landlord.

Consistent with industry standards and practice, Ms. Campbell
reports that as compensation, CB Richard typically receives
between 3% and 6% commission based on the total amount paid by
the tenant throughout the lease term.  In this instance, CB
Richard agreed to receive a commission equal to 3% of the total
amount payable for the specified new lease term, payable and
contingent on the close of the transaction.  In addition, CB
Richard will be entitled to reimbursement of its reasonable
expenses in connection with the engagement.

Ms. Campbell contends that the 3% commission is fair and
reasonable in light of:

   -- the industry practice;

   -- market rates charges for comparable services both in and
      out of the Chapter 11 context; and

   -- CB Richard's substantial experience in real estate
      brokerage.

Randy Merrill, Senior Vice President of CB Richard Ellis, Inc.,
assures Judge Lynn that to the best of his knowledge, information
and belief, CB Richard represents no interest adverse to the
Debtors or to their estates in the matters in which it is
proposed to be retained.  CB Richard is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code, as modified by Section 1107(b) of the Bankruptcy Code, in
that the firm, its partners and employees:

   (1) are not creditors, equity security holders or insiders of
       the Debtors;

   (2) are not and were not investment bankers for any
       outstanding security of the Debtors;

   (3) have not been, within three years prior to the Petition
       Date, investment bankers for a security of the Debtors,
       or an attorney for an investment banker in connection
       with the offer, sale, or issuance of a security of the
       Debtors;

   (4) are not and were not, within two years prior to the
       Petition Date, a director, officer, or employee of the
       Debtors or of the Debtors' investment banker; and

   (5) do not have an interest materially adverse to the
       interest of the Debtors' estates, or of any class of
       creditors or equity security holders, by reason of any
       direct or indirect relationship to, connection with, or
       interest in the Debtors or of the Debtors' investment
       banker, or for any other reason. (Mirant Bankruptcy News,
       Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)


NALCO: S&P Cuts Corp. Debt Rating to B+; Outlook Remains Stable
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its ratings on
Naperville, Ill.-based Nalco Co.

At the same time, Standard & Poor's assigned its 'B-' rating to
$450 million of senior discount notes due 2014 to be issued by
Nalco Finance Holdings LLC and Nalco Finance Holdings Inc.
Proceeds from the debt offering will fund a cash dividend to the
equity sponsors. The outlook is stable.
     
"The downgrade reflects the unexpected increase in the already
aggressive debt load as a result of this transaction," said
Standard & Poor's credit analyst Wesley Chinn. "Clearly, this debt
issuance is inconsistent with a strong commitment to improving the
credit quality profile that had been factored into prior ratings
and signals an important change in financial policy."
     
The overall creditworthiness of Nalco Co. reflects a strong
competitive position in water treatment and process chemicals,
solid operating margins, and stable cash flows, overshadowed by
very aggressive debt leverage. During the next several years,
management is expected to use discretionary cash generation for
debt reduction, thus aiding the necessary strengthening of key
financial ratios to appropriate levels for the revised ratings.
     
Nalco's credit quality reflects its position as a global leader in
providing water treatment and process improvement services,
chemicals and equipment programs for industrial and institutional
applications. It is focused on value-added offerings that are
technology- and service-intensive, and a well-established,
defensible business position underpins a solid track record of
revenues and operating profitability.

Even when key end markets experience cyclical downturns, overall
operating margins do not falter significantly, indicating the
resilience of this specialty chemicals business. On the other
hand, revenue and earnings prospects are tempered by the maturity
of certain markets, such as the water management services and
paper industry in North America, and energy services in North
America and Western Europe.


NAT'L CENTURY: Intercompany Claims Bar Date Extended to March 31
----------------------------------------------------------------
The National Century Financial Enterprises, Inc., its debtor-
affiliates, the Official Subcommittee of NPF VI Unsecured
Creditors and the Official Subcommittee of NPF XII Unsecured
Creditors have agreed that, to avoid the unnecessary imposition
of administrative costs and burdens on the Debtors' estates and
the Court, the Debtors should not be required to file proofs of
claim in respect of intercompany claims against other Debtors at
this time, and that the Intercompany Bar Date should be extended
further to March 31, 2004.

Accordingly, Judge Calhoun approves the parties' stipulation.
(National Century Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NATIONAL STEEL: Court Okays Amendments to Retirees Benefit Trust
----------------------------------------------------------------
The National Steel obtained permission from the Court to adopt the
Amendments to the Retirees Benefit Trust Agreement.

As proposed, the amendments to Agreement are:

   (a) reflects the change in Trustees from Mellon Bank to
       National City Bank;

   (b) transfers the Debtors' rights and obligations under
       the Trust Agreement to the VEBA's existing Administrative
       Committee;

   (c) modifies the procedures for amending the Trust Agreement
       and terminating the Trust;

   (d) grants the Administrative Committee the express authority
       to adopt one or more benefit plans to provide benefits to
       eligible individuals;

   (e) provides for the resignation of the current Employer
       Members of the Administrative Committee and the
       appointment of successor Employer Members; and

   (f) provides that an Employer Member vacancy on the
       Administrative Committee that may occur will be filled by
       the remaining Employer Members, or in the event there are
       no remaining Employer Members, the Trustee may petition a
       court to appoint one or more successor Employer Member,
       and that an Employer Member may be removed by the
       unanimous vote of the other Employer Members.

                         Backgrounder

Pursuant to collective bargaining agreements with the United
Steelworkers of America, United Plant Guard Workers of America,
International Chemical Workers, International Union of
Bricklayers and Allied Craftsmen, and International Hodcarriers,
Building and Common Labors Union of America, the National Steel
Debtors established, effective on December 29, 1994, a trust
governed by Section 501(c)(9) of the Internal Revenue Code, for
the purposes of holding and investing assets they contributed for
the future payment of certain post-retirement health care and life
insurance benefits for eligible Union retirees and their
dependents or beneficiaries through benefit plans to be
established.  

The Trust is governed by the National Steel Corporation
Represented Retirees Benefit Trust -- the Trust Agreement -- and
is commonly known as a "Taft-Hartley" trust.  The Trust is also
governed by Section 302 of the Labor Management Relations Act of
1947.  The Trust Agreement provides for an Administrative
Committee of six persons to administer the National Voluntary
Employee Beneficiary Association with three members designated by
the Debtors and three members designated by the USWA.  Pursuant to
the Trust Agreement, a successor member is designated by the
entity that appointed the predecessor entity, that is, the Debtors
or the USWA.

As a result of the U.S. Steel Sale, the Debtors intended to wind
up their affairs and go completely out of business.  Thus, the
Debtors and the Unions entered into separate agreements, in which
the parties agreed to make arrangements to provide retiree
benefits with the assets held in the VEBA.  In connection with the
implementation of the Effects Agreement, the Debtors and the USWA
decided that the Trust Agreement should be amended to allow the
VEBA to operate independent of the Debtors in light of the
anticipated termination of the Debtors' existence.  The parties
further agree that the VEBA assets will be used to begin providing
post-retirements health care and life insurance benefits to Union
retirees and their beneficiaries. (National Steel Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ORGEON STEEL: Enters Tentative Agreement to Settle Labor Dispute
----------------------------------------------------------------
Oregon Steel Mills, Inc. (NYSE:OS) (S&P, B Corporate Credit
Rating, Negative Outlook) announced a tentative agreement to
settle a six-year old labor dispute between the United Steel
Workers of America and the Company's majority-owned subsidiary
Rocky Mountain Steel Mills.

The Settlement is conditioned on, among other things, (1) its
approval by the Board of Directors of Oregon Steel Mills, Inc. and
the shareholders of RMSM, (2) ratification of a new collective
bargaining agreement being executed between RMSM and the Union,
(3) approval of the Settlement by the National Labor Relations
Board and the dismissal of cases pending before the Board related
to the labor dispute and (4) various pending legal actions between
Oregon Steel Mills and RMSM and the Union being dismissed.

The Settlement if approved will provide remedies for all
outstanding unfair labor practices between RMSM and the Union and
sets the stage for the ratification of a new five-year collective
bargaining agreement. This global settlement includes such terms
as the return of employees to their place within the bargaining
unit and job categories while providing continuity in the current
workforce, the creation of a labor dispute settlement trust to
address back pay, and certain pension improvements.

Jim Declusin, Oregon Steel Mills President and CEO, stated, "This
labor dispute lasted more than six years. After such a long period
of time, there were no winners. Many have said that the Union
entered negotiations in 1997 with a pre-determined intent to bring
about a strike. Unfortunately, neither the Union nor the Company
foresaw at that time the severe consequences the strike would have
on the Company and its workforce. Today we have put the dispute
behind us and look forward to working together with our workforce
to face the challenges of our industry."


OREGON STEEL: Provides Overview of Labor Dispute Settlement Pact
----------------------------------------------------------------
The United Steelworkers of America (USWA) reached a tentative
agreement to settle its longstanding labor dispute with Oregon
Steel Mills, Inc. (NYSE: OS) (S&P, B Corporate Credit Rating,
Negative Outlook) in Pueblo, Colorado.

USWA International President Leo W. Gerard, along with Terry
Bonds, Director of USWA District 12 in the southwestern United
States, said that details of the settlement will be explained to
members of the two USWA Locals representing workers at the
Company's CF&I Steel subsidiary in Pueblo before Union members
vote whether to approve the proposed agreement.

"More than six years after our members were forced on strike by
management's illegal strategy of confrontation and conflict,"
Gerard said, "the monumental struggle of Pueblo's Steelworkers can
come to a successful conclusion with the approval of this
settlement. But it will be a bittersweet victory," he added,
"because this dispute never should have happened, and because no
settlement can truly compensate Pueblo's Steelworkers, their
families and their community for the devastation and suffering
they were forced to endure."

According to Gerard while other steel companies were working with
the union to meet the challenges of global competition, Oregon
Steel executives inflexibly clung to their outmoded strategy of
confrontation, a course that saddled the company with massive
losses and mounting debt. "In the end," he said, "the Company's
Board of Directors had to make substantial changes in the
Company's top management to bring change at the bargaining table.

"Then, Oregon Steel's new CEO, Jim Declusin, and I arranged a
meeting where he pledged to work with us to find solutions,"
Gerard said. "And the results speak for themselves. You can only
bargain solutions if the other side is willing to listen."

"Hard bargaining has brought us to a tentative agreement that both
sides feel we can live with," added Terry Bonds. "While we've had
to give and take on some issues, the Company has moved miles from
its initial positions, and we addressed our key bargaining
objectives."

The proposed settlement includes:

-- Remedies for outstanding Unfair Labor Practices, including
   substantial back pay and complete amnesty for all conduct
   during the labor dispute.

-- Returning workers to the original positions they held before
   the strike.

-- Pension improvements, including pension credit for the entire
   period of the labor dispute and for service with predecessor
   companies.

Highlights of the tentative agreement will be distributed to
members of United Steelworkers Locals 2102 and 3267 at CF&I, now
doing business as Rocky Mountain Steel Mills, and a detailed
summary will be mailed to members' homes. The time & place of
explanation meetings and details of the ratification vote will be
announced when completed.

Members of United Steelworkers Locals 2102 and 3267 went on strike
against Oregon Steel's CF&I Steel subsidiary on October 3, 1997,
to protest the company's unfair labor practices and substandard
contract offer. When they ended their strike three months later,
management unlawfully refused to reinstate the vast majority of
Steelworkers to their jobs.

In May 2000, an Administrative Law Judge for the National Labor
Relations Board found the Company guilty of massive violations of
federal labor law and ordered the company to reinstate and pay
back-pay to the former strikers. The Company appealed the Judge's
decision and the case is pending before the NLRB in Washington.
The proposed settlement contains provisions to remedy the
Company's unfair labor practices and resolve the litigation.


OVERSEAS SHIPHOLDING: $500M Shelf Gets S&P's BB+/BB- Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
rating to senior unsecured debt securities and preliminary 'BB-'
rating to subordinated debt securities filed under Overseas
Shipholding Group Inc.'s $500 million SEC Rule 415 shelf
registration.

Standard & Poor's existing ratings on Overseas Shipholding,
including the 'BB+' corporate credit rating, are affirmed.
     
"Ratings for Overseas Shipholding reflect the company's
participation in the volatile, highly fragmented, capital-
intensive bulk ocean shipping industry, and historically volatile
earnings," said Standard & Poor's credit analyst Kenneth L. Farer.
"Positive rating factors include the company's business position
as a leading operator of tankers, with a diversified customer base
of oil companies and governmental agencies, and a relatively solid
balance sheet," the analyst continued.

Overseas Shipholding owns and operates a fleet of 52 oceangoing
vessels, totaling 9 million deadweight tons (dwt). The company's
fleet size is substantial, with vessels that are relatively modern
due to an ongoing fleet modernization program, which has been
replacing older, typically single-hull vessels with new double-
hulled vessels. The company participates in commercial pools with
other owners of modern vessels to provide additional flexibility
and high levels of service to customers, while providing
scheduling efficiencies to the overall pool.
     
Tanker rates increased dramatically in the fourth quarter of 2002
and continued at fairly strong levels in 2003, as a result of the
strong demand for oil and a fairly balanced level of ship
capacity. Rates are expected to remain above average into 2004,
with continued premiums paid for double-hulled tankers due to
heightened environmental concerns and the Oct. 21, 2003,
acceleration of the phase-out of single-hull vessels carrying
heavy grades of oil by the EU. On Dec. 4, 2003, the International
Maritime Organization, a specialized agency of the United Nations
responsible for improving international shipping safety and
prevention of marine pollution, announced phase-out plans similar
to the plan enacted by the EU. These rules will not negatively
affect Overseas Shipholding immediately as all of its non-double-
hulled tankers are allowed to continue operating through 2010.
     
The improved tanker market, even if it weakens somewhat, should
enable the company to maintain its credit profile. The volatile
tanker markets and periodic, significant investment requirements
of the shipping industry limits the potential for an upgrade.


OWENS CORNING: Reaches Advanced Glassfiber Settlement Agreement
---------------------------------------------------------------
In 1998, Owens Corning effectuated a series of transactions by
which it contributed the assets and liabilities comprising its
glassfiber yarns and specialty materials business to a
subsidiary, and then sold 51% of the subsidiary, Advanced
Glassfiber Yarns LLC, to an affiliate of Porcher Industries,
S.A., a French corporation.  Debtor Jefferson Holdings, Inc.
retained the remaining 49% of Advanced Glassfiber.

As part of its sale to Porcher, Owens Corning and certain of the
other Debtors agreed to execute a variety of license agreements,
non-compete agreements and supply agreements.

             Advanced Glassfiber's Bankruptcy Filing

On December 10, 2002, Advanced Glassfiber and AGY Capital Corp.
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  On June 23, 2003, the Advanced Glassfiber
Debtors filed their joint Chapter 11 plan of reorganization and a
related disclosure statement.

             Owens Corning/Advanced Glassfiber Claims

The Advanced Glassfiber Debtors scheduled certain prepetition
liabilities to Owens Corning and certain of its affiliates in the
Advanced Glassfiber Debtors' schedules of liabilities that are on
file with the Bankruptcy Court.  In addition, Owens Corning and
certain of its affiliates filed proofs of claim against the
Advanced Glassfiber Debtors, which may supersede certain or all
of the Owens Corning Scheduled Liabilities.  These Claims assert
non-priority general unsecured claims relating to, among other
things, goods sold and services performed and other asserted
claims, including, but not limited to, claims arising under the
Agreements.

Advanced Glassfiber also asserts various claims against Owens
Corning including, without limitation, claims relating to goods
and services performed and other claims relating to the
Agreements including, without limitation, set-off rights.

                        The Settlement

Advanced Glassfiber and Owens Corning provide each other with
various products, services and other benefits and entitlements
that are beneficial to the other's businesses and operations,
certain of which may not be replaceable, or even if replaceable,
may not be readily obtainable from alternative sources without
significant delay and expense and disruption or interruption of
important business functions, all of which could severely harm
the operations of both Advanced Glassfiber and Owens Corning.  As
a result, Owens Corning and Advanced Glassfiber engaged in
extensive negotiations respecting their present and future
business relationships and the claims asserted against one
another.  As a result of those negotiations, the parties agreed
to:

   (1) assume certain of the Agreements without modification;

   (2) assume certain of the Agreements with certain agreed-upon
       modifications;

   (3) enter into certain new agreements; and

   (4) settle their claims against one another.

The principal terms of the parties' agreement are:

A. These Agreements are to be assumed by both Owens Corning and
   Advanced Glassfiber without modification:

   (a) The Stormwater Agreement,
   (b) The Wastewater Treatment Agreement,
   (c) The Landfill Agreement,
   (d) The Landfill Sedimentation Basin Stormwater Agreement, and
   (e) The Software License Agreement.

B. These Agreements are to be assumed by both Owens Corning and
   Advanced Glassfiber, as modified:

   (a) LLC Interest Sale and Purchase Agreement, as amended by
       Amendment No. 2 to LLC Interest Sale and Purchase
       Agreement,

   (b) Glass Marbles Supply Agreement, as amended by Amended and
       Restated Glass Marbles Supply Agreement,

   (c) Amended and Restated Alloy Services Agreement,

   (d) Amended and Restated Lease Agreement,

   (e) Amended and Restated Sanitary Sewer Agreement,

   (f) Amended and Restated Sliver Supply Agreement,

   (g) Amended and Restated Borates Supply Agreement,

   (h) Amended and Restated Support Services Agreement,

   (i) Amended and Restated Low Tex Type 30 Supply Agreement,

   (j) Amended and Restated Manufacturing Services Agreement,

   (k) Amended and Restated Non-Compete Agreement, and

   (l) Amendment No. 1 to the Patent and Know How License
       Agreement;

C. The parties will enter into these new agreements:

   (a) The Aiken Mat Utility Services Agreement,
   (b) The Advantex G150 Supply Agreement, and
   (c) The Termination and Assignment Agreement;

D. The parties will exchange mutual releases, which will
   include, without limitation:

   (a) all prepetition amounts owed under the Agreements;

   (b) any avoidance actions or claims under Sections 544,
       545, 547, 548, 550 and 551 of the Bankruptcy Code; and

   (c) any present or future claims under the Advanced
       Glassfiber Amended and Restated Limited Liability
       Company Operating Agreement dated as of September 30,
       1998, as amended;

E. Notwithstanding, the Stipulation does not release or waive
   any party from the obligations arising under the Stipulation
   or their post-Effective Date obligations under the Unmodified
   Agreements, the Modified Agreements and the New Agreements.  
   In addition, the Stipulation does not waive or release the
   claim amounts of the Owens Corning entities of $4,300,000
   specified in the Termination Agreement -- the EB8
   Consideration Claims.  Although not waived by the
   Stipulation, the EB8 Consideration Claims are not deemed
   satisfied as partial consideration for the transfer of the
   "EB8 Assets" from Advanced Glassfiber to Owens Corning.  The
   Stipulation also does not affect the rights, claims and
   defenses of Advanced Glassfiber or the Debtors with respect
   to an Equipment Sublease Agreement, dated as of September 30,
   1998; and

F. Excluding the EB8 Consideration Claims, the OC Claims are
   disallowed and expunged in their entirety.  Similarly, all
   AGY Claims arising prior to December 10, 2002 are deemed
   withdrawn and expunged in their entirety.

The Amended Agreements contain a series of technical and related
amendments to the parties' business relationship.  The primary
issues and resolutions reflected in the agreements are:

   (1) Pension Issues.  The Agreements contain provisions, which
       require Advanced Glassfiber to compensate Owens Corning
       for certain pension and other obligations owed to Advanced
       Glassfiber employees previously employed by Owens Corning,
       and otherwise covered by Owens Corning's pension plan.  
       The Amended Agreements provide that Advanced Glassfiber
       will pay all postpetition liabilities on account of these
       pension obligations, and that on the effective date of its
       plan of reorganization, Advanced Glassfiber will post a
       letter of credit amounting to $2,800,000 to secure two
       years of its estimated liabilities to Owens Corning on
       account of pension issues.  The letter of credit is
       subject to dollar-for-dollar reduction, as Advanced
       Glassfiber makes pension-related payments to Owens Corning
       subsequent to the effective date of Advanced Glassfiber's
       confirmed plan of reorganization and the issuance of the
       letter of credit;

   (2) Non-Compete Issues.  Owens Corning will extend its Non-
       Compete Agreement with Advanced Glassfiber, until
       December 31, 2008; provided, however, that in the event
       Advanced Glassfiber fails to make any required, non-
       disputed, payment due to Owens Corning with respect to
       pension liabilities within 10 days of Advanced
       Glassfiber's receipt of a notice to cure the non-payment,
       or if a letter of credit is not available to cover the
       non-payment, the Non-Compete Agreement will immediately
       terminate;

   (3) Transfer of EB8 Assets.  The "EB8 Assets" consist of:

       (a) Advanced Glassfiber's existing customer lists with
           respect to the sale of yarn products manufactured
           utilizing EB8 platform technology; and

       (b) the "EB6/EB8 Specialized Product Platform" know-how
           listed in Schedule C to the Patent and Know How
           License Agreement.

       In full and complete payment for the transfer of the EB8
       Assets from Advanced Glassfiber to Owens Corning:

       (a) the EB8 Consideration Claims will be deemed satisfied;
           and

       (b) Owens Corning will, on the effective date of Advanced
           Glassfiber's plan of reorganization, pay Advanced
           Glassfiber $1,600,000, subject to credits for
           commissions paid to Advanced Glassfiber on account of
           EB8 from April 1, 2003 through the effective date of
           Advanced Glassfiber's plan.  

       Under no circumstances can the commissions exceed
       $1,600,000;

   (4) Termination of Battice Facility Supply Agreement.  The
       Battice Facility Supply Agreement will be terminated; and

   (5) The key terms of the New Agreements are:

       (a) Aiken Mat Utility Services Agreement.  This agreement
           addresses the provision of certain utility and other
           services by Advanced Glassfiber to Owens Corning's
           facility in Aiken, South Carolina, which is adjacent
           to a facility owned by Advanced Glassfiber; and

       (b) Advantex G150 Supply Agreement.  Under this agreement,
           SPRL agrees to produce and Advanced Glassfiber agrees
           to purchase two bushings of Advantex G150 product each
           month until December 31, 2003, on a "take or pay"
           basis, with Advanced Glassfiber to pay delivery,
           freight and warehouse charges.

Pursuant to an agreement between the parties, and subject to the
preservation of the EB8 Consideration Claims for the purpose of
deeming the claims satisfied in connection with Owens Corning's
purchase of the EB8 Assets, no "cure" amounts are to be payable,
to either the Debtors or Advanced Glassfiber, with respect to the
assumption of the Unmodified Agreements and the New Agreements.

Accordingly, the Debtors sought and obtained the Court's approval
of the parties' Stipulation.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, contends that the Modified and New Agreements help
Owens Corning favorably resolve certain operational risks
associated with Advanced Glassfiber's bankruptcy and financial
condition.  That is, the Modified Agreements and, more
particularly, the New Agreements, provide for Owens Corning to
obtain direct utility and related services for its operations at
the Huntingdon Facility and the Aiken Facility, which will permit
Owens Corning to conduct its operations at the facilities without
unnecessary reliance on Advanced Glassfiber.

More fundamentally, the Stipulation permits Owens Corning to
realize significant operational benefits:

   (1) The Stipulation, and the related amendment to the Glass
       Marble Supply Agreement, shortens the time period during
       which Owens Corning is required to supply Advanced
       Glassfiber with "glass marbles."  Rather than be obligated
       to supply glass marbles through 2005, the proposed       
       amendment to the Glass Marble Supply Agreement terminates
       Owens Corning's supply obligations as of December 31,
       2003.  This shorter time period permits Owens Corning to
       avoid expending significant funds, $10,000,000 on a
       scheduled "rebuild" of the furnace utilized for glass
       marble production.  The "rebuild" was previously scheduled
       for 2004 and will no longer be required;

   (2) The Stipulation, and the related Termination Agreement,
       relieves Owens Corning from the obligation, under the
       Battice Facility Supply Agreement, to supply Advanced
       Glassfiber with certain specialty yarn products, which
       Owens Corning has thus far produced at a loss of
       $2,000,000 per year;

   (3) The Stipulation provides a mechanism for Owens Corning to
       be compensated, on a going-forward basis, for certain
       pension exposure.  Advanced Glassfiber is required to make
       pension-related payments to Owens Corning on a going-
       forward basis and must post a letter of credit to secure
       certain of its pension obligations subsequent to the
       effective date of its plan; and

   (4) The Stipulation permits Owens Corning to regain effective
       operational control of the EB8 Assets.

It is anticipated that the commissions or royalties payable to
Owens Corning on account of the EB8 Assets will approximate
$1,200,000 per year. (Owens Corning Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PARMALAT: FTSE Deletes Parmalat Finanziaria Shares from Trading
---------------------------------------------------------------
Effective on the opening of trading on January 5, 2004, the FTSE
will delete Parmalat Finanziaria SpA shares from trading in these
indices:

     * FTSE All-World Index,
     * FTSE Multinationals,
     * FTSE Global Style Index, and
     * FTSE EuroMid.

The announcement came after the Italian Stock Exchange confirmed
the indefinite suspension of Parmalat shares.

FTSE Group is an independent company whose sole business is the
creation and management of indices and associated data services.
FTSE has no capital markets involvement.  The company originated
as a joint venture between the Financial Times and the London
Stock Exchange. (Parmalat Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PREMCOR INC: Will Acquire Motiva Delaware City Refining Complex
---------------------------------------------------------------
Premcor Inc.'s (NYSE: PCO) wholly owned subsidiary The Premcor
Refining Group Inc., will purchase Motiva Enterprises LLC's
Delaware City Refining Complex located in Delaware City, Delaware.  

The assets to be purchased include a heavy crude oil refinery
capable of processing in excess of 180,000 barrels per day (bpd),
a 2,400 tons-per-day (tpd) petroleum coke gasification unit, a 160
megawatt (MW) cogeneration facility, and related assets.  The
asset purchase price will be $435 million, plus the assumption by
Premcor of Motiva's obligations associated with $365 million of
tax-exempt bonds issued by the Delaware Economic Development
Authority (DEDA) in connection with the gasification and
cogeneration facilities, plus the value of petroleum inventories
at closing.  At current petroleum prices, the inventory value
would be approximately $100 million.  The assumption of the
tax-exempt bonds by Premcor is subject to the consent of the DEDA
and other parties involved in the financing.  

There is also a contingent purchase provision that may result in
an additional $25 million payment per year up to a total of $75
million over a three-year period depending on the level of
industry refining margins during that period, and a gasifier
performance provision that may result in an additional $25 million
payment per year up to a total of $50 million over a two-year
period depending on the achievement of certain performance
criteria at the gasification facility.

The Delaware City refinery is a high-conversion heavy crude oil
refinery with a Nelson complexity rating of 11.7.  Major process
units include a fluid coking unit, a fluid catalytic cracking
unit, a hydrocracking unit with a hydrogen plant, a continuous
catalytic reformer, an alkylation unit, and several hydrotreating
units.  Primary products include regular and premium conventional
and reformulated gasoline, low-sulfur diesel, home heating oil,
and jet fuel.  The refinery's production is sold in the U.S.
Northeast via pipeline, barge, and truck distribution.  The
refinery's petroleum coke production is gasified to fuel the
cogeneration facility, which supplies electricity and steam to the
refinery as well as outside sales to third parties.

Thomas D. O'Malley, Premcor's Chairman and Chief Executive
Officer, said, "This transaction, which will increase our crude
oil processing capability by approximately 30 percent, represents
a major step forward for Premcor.  We are extremely pleased to
have the opportunity to acquire the most technologically complex
refinery on the East Coast.  This will give us meaningful entry
into the attractive, product-short Northeast market.  The refinery
is capable of processing heavy-sour and high-acid crude oils,
which typically sell at a substantial discount to the benchmark
WTI crude oil.  The refinery has a clean product yield of
approximately 95 percent.  Refining margins in the Northeast have
historically seen premiums over Gulf Coast margins in the $2.00
per barrel range for reformulated gasoline.  The facility is in
excellent condition, having benefited from significant upgrades
under Motiva and its predecessors.  It is capable of meeting the
new E.P.A. low-sulfur fuel specifications with only a modest
investment. With all of these advantages, we are confident in
stating that this refinery acquisition will be immediately and
significantly accretive to Premcor's after-tax earnings per share
and cash flow."

O'Malley continued, "In addition to the refinery, this transaction
includes a coke gasification plant and cogeneration facility
located on the refinery site.  These assets have a significant
value above and beyond the refinery proper, converting low-value
petroleum coke into electricity, steam, and commercial gases
available to the refinery and outside third parties. Depending on
market and operating conditions, they can generate tens of
millions of dollars in annual cash operating earnings.  As we move
forward toward completing this acquisition, we will determine the
best means for maximizing the value of this related but separate
complex, whether that be to own and operate it alongside the
refinery or to monetize it via sale of all or part of it to a
third party."

Commenting on the acquisition financing, O'Malley said, "In line
with our long-stated goal of continuing to improve Premcor's
balance sheet, we intend to finance this purchase with an
approximately 50 percent mix of equity and debt, including the
assumption of the DEDA obligations."

A letter of interest has been approved and executed by both
companies. Completion of the sale is subject to the satisfaction
of certain conditions, including execution of a definitive
agreement and obtaining regulatory approvals.  The acquisition is
expected to close during the second quarter of 2004.

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


PRIMUS TELECOMMS: Prices $240 Million 8% Senior Debt Offering
-------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL),
announced that its direct and wholly owned subsidiary, Primus
Telecommunications Holding, Inc., has agreed to sell and has
priced $240 million of 8% senior notes due 2014.

The net proceeds are intended to be used to satisfy and discharge
all of the Company's outstanding 9-7/8% senior notes due 2008 and
the 11-1/4% senior notes due 2009 and the remaining net proceeds
are intended to be used to repay or repurchase other long-term
obligations or for capital expenditures, working capital and
general corporate purposes.

The Notes will be general unsecured obligations of the Issuer and
be fully and unconditionally guaranteed by PRIMUS
Telecommunications Group, Incorporated.

The offer has only been made to qualified institutional buyers
pursuant to Rule 144A and Regulation S under the Securities Act of
1933, as amended. The Notes have not been registered under the
Securities Act, and have not been offered or sold in the United
States or to a United States person and will not be offered or
sold absent registration or an applicable exemption from
registration requirements.

PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) is a
global facilities-based telecommunications services provider
offering international and domestic voice, Internet, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and western Europe. PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 250 points-of-presence
throughout the world, ownership interests in over 23 undersea
fiber optic cable systems, 19 carrier-grade international gateway
and domestic switches, and a variety of operating relationships
that allow it to deliver traffic worldwide. PRIMUS also has
deployed a global state-of-the-art broadband fiber optic ATM+IP
network and data centers to offer customers Internet, data,
hosting and e-commerce services. Founded in 1994, PRIMUS is based
in McLean, Virginia.

At September 30, 2003, PRIMUS Telecommunications Group, Inc.'s
balance sheet shows a working capital deficit of about $40
million, and a total shareholders' equity deficit of about $118
million.


RENAISSANCE ENTERTAINMENT: Files Form 15 to Cease SEC Reporting
---------------------------------------------------------------
Renaissance Entertainment Corporation announced that on January 7,
2004 the company filed a Form 15 with the Securities and Exchange
Commission.  

As a result, REC will cease to be a reporting company under the
Securities Exchange Act of 1934.  This action was taken by the
Board of Directors of the company in a unanimous vote at its
meeting on January 6, 2004 and will result in the suspension of
trading of REC stock on the Nasdaq Over-The-Counter Bulletin
Board.  Management strongly feels that this move is in the best
interests of the company and its shareholders by dramatically
reducing costs and thereby maximizing long-term value.

Renaissance Entertainment Corporation presently owns and produces
four Renaissance Faires: the Bristol Renaissance Faire in Kenosha,
Wisconsin, serving the Chicago/Milwaukee metropolitan region; the
Northern California Renaissance Pleasure Faire, serving the San
Francisco Bay and San Jose metropolitan areas; the Southern
California Renaissance Pleasure Faire in Devore, California
serving the greater Los Angeles metropolitan area; and the New
York Renaissance Faire serving the New York City metropolitan
area.

                         *     *     *

           Liquidity and Going Concern Uncertainty

The Company had a working capital deficit of $312,91 as of
June 30, 2003. While the Company believes that it has adequate
capital to fund anticipated operations for 2003, it believes it
may need additional capital for future fiscal periods.

Renaissance Entertainment has incurred operating losses in all
fiscal periods since 1995 except fiscal 2000. For the six months
ended June 30, 2003, the Company reported a net loss of
$260,197. There is no assurance that the Company will be
profitable in any subsequent period.

The Company's working capital deficit widened during the six-
months ended June 30, 2003, from $48,697 at December 31, 2002 to
$312,917 at June 30, 2003. The Company's working capital
requirements are greatest during the period from January 1 through
May 1, when it is incurring start-up expenses for its first Faire
of the season, the Southern California Faire.

Since 1998, the Company's financial statements have contained a
going concern clause. As mentioned, the Company has suffered
recurring losses from operations, has a negative stockholders'
equity and a working capital deficit that raise substantial doubts
about its ability to continue as a going concern.


RESPONSE BIOMEDICAL: Reports Improved Performance for Year 2003
---------------------------------------------------------------
Response Biomedical Corp. (RBM: TSX Venture Exchange; RBQ:
Frankfurt) reports revenue for the year ended December 31, 2003 of
$1.4 million (unaudited), compared with $190,000 in 2002.

Since January 2003, the Company has sold more than 125 RAMP
Systems. During the fourth quarter, the Company generated
approximately $420,000 exclusively from product sales, and
recorded revenue of $196,000 in December. The Company also began
experiencing repeat orders for high margin biodefense test
cartridges beginning in November, and West Nile Virus test sales
are materializing ahead of schedule.
    
"Response is well positioned to maintain tremendous growth with
steadily increasing sales in biodefense, West Nile and the
anticipated near-term commercial launch of RAMP cardiac systems in
the US, Europe and China," stated Bill Radvak, President and CEO.
"In keeping with our goal of commercializing four to six new tests
per year, the Company is exploring development opportunities to
expand the current product lines and broaden the RAMP portfolio
with new potential applications in water quality testing and food
safety, including tests for E-coli and BSE."

                      Biodefense Product Line
    
With more than 70 RAMP Systems sold to date for biodefense, recent
purchasers include the US Marine Corps, the Korean Government,
UCLA, the States of New Jersey and West Virginia, the City of
Philadelphia, and various public health and first response
agencies in the US. The Company also recently trained additional
UN biological weapons inspectors on RAMP and sold systems to the
Japanese Military for use as part of the multinational forces in
Iraq.

          Infectious Disease Product Line - West Nile Virus
    
The Company has realized earlier than anticipated revenue from
sales of the environmental RAMP West Nile Virus (WNV) Test during
the fourth quarter of 2003, with a robust and growing sales
pipeline. The Company has equipped and trained its sole US
distributor, ADAPCO Inc., the largest distributor of mosquito
control products and equipment in the US, in preparation for the
upcoming testing season. Importantly, one of the largest
arthropod-borne virus labs in the US (Harris County, Texas) has
recently procured RAMP products for immediate use.

                     Cardiac Product Line
    
To date, more than 45 RAMP cardiac systems have been sold outside
of North America, where the Company is building its international
distribution network. In early December, the Company filed for US
FDA market clearance of two additional cardiac marker tests for
detecting troponin I and CK-MB. Based on RAMP's performance during
multi-center US clinical trials, the Company looks forward to
commercially introducing all three RAMP cardiac marker tests in
the US early in 2004.

Response Biomedical develops, manufactures and markets rapid on-
site RAMP tests for medical and environmental applications
providing reliable information in minutes, anywhere, every time.
RAMP represents an entirely new class of diagnostic, with the
potential to be adapted to more than 250 medical and non-medical
tests currently performed in laboratories. The RAMP System
consists of a portable fluorescent Reader and single-use,
disposable Test Cartridges. RAMP tests are commercially available
for the early detection of heart attack, environmental detection
of West Nile virus, and biodefense applications including the
rapid on-site detection of anthrax, smallpox, ricin and botulinum
toxin.

Response Biomedical is a publicly traded company, listed on the
TSX Venture Exchange under the trading symbol "RBM". The Company
is also listed on Frankfurt Stock Exchange under the trading
symbol "RBQ". For further information, visit the Company's Web
site at http://www.responsebio.com/

The company's September 30, 2003, balance sheet reports a working
capital deficit of about CDN$2.5 million. Net capital deficit for
the same period tops CDN$2 million.


RICA FOODS: Fiscal Year 2003 Financial Results Sink into Red Ink
----------------------------------------------------------------
Rica Foods, Inc. (Amex: RCF) announced its results of operations
for the fiscal year ended September 30, 2003.

The Company's business primarily involves the production and
marketing of poultry products and animal feed and the operation of
quick-service fried chicken restaurants. The Company's two wholly
owned subsidiaries, As de Oros, S.A. and Pipasa, S.A., through
which the Company's operations are principally conducted,
distribute these products throughout Costa Rica and export mostly
within Central America.

For the year ended September 30, 2003, the Company generated a net
loss applicable to common stockholders of $930,396 ($0.07 losses
per share) compared to the generation of net income applicable to
common stockholders of $2,917,291 ($0.23 earnings per share) for
the year ended September 30, 2002.

For the fiscal year ended September 30, 2003, sales decreased by
2.11%, when compared to fiscal year 2002, mainly due to decreases
in the sales in the broiler, by-products and exports segments,
which was partly offset by an increase in sales in the animal feed
and quick-service restaurant segments. Cost of sales increased by
4.53%, primarily due to an increase in the cost of imported raw
material, such as corn and soybean meal, and the increased costs
associated with the renting of facilities to permit continued
production of by-products following the fire to the Company's by-
product processing plant in February 2003.

The Company uses segment profit margin information to analyze
segment performance, which is defined as the ratio between the
income or loss from operations associated with a segment and the
net sales associated with the subject segment.  Management
operates and organizes the financial information according to the
types of products offered to its customers. The Company operates
in seven business segments.

        Fiscal Year 2003 compared to Fiscal Year 2002

Broiler sales decreased by 13.4%, mainly due to a 11.3% decrease
in volume. The Company believes this decrease is mainly due to an
increase in domestic competition. The profit margin of this
segment decreased from 24.9% to 21.2%, mainly due to an increase
in the cost of imported raw material.

Animal feed sales increased by 21.2% for fiscal year 2003 when
compared to fiscal year 2002, which reflects a relative increase
in volume of 20.9%. The Company believes that the increase in
volume is mainly attributable to an increase in the number of
commercial animal feed customers and an increase in the sales of
aquaculture and live-stock feed.  In addition, the Company's sale
of pet food products increased as a result of intensified
marketing efforts and the addition of new distribution channels.
Segment profit decreased from 13.1% for fiscal year 2002 to 8.6%
for fiscal year 2003, mainly due to an increase in the costs of
imported raw material and variations in the sales mix.

By-product sales decreased by 2.5% for fiscal year 2003 when
compared to fiscal year 2002, mainly due to a relative decrease in
production volume of 0.7% and a decrease in the sales of higher
priced products.  The increased costs associated with the renting
of three by-product production facilities when the Company's by-
products processing plant was being reconstructed following a fire
in February 2003, and the increase in the costs of imported raw
material resulted in a decrease in the segment's profit margin
from 18.1% for fiscal year 2002 to 5.0% for fiscal year 2003.

Export sales decreased by 6.2% for fiscal year 2003 when compared
to fiscal year 2002, mainly due to the discontinuation of broiler
exports to Honduras as a result of the Honduran government's
restriction as of March 2002 of the import of poultry-related
products, a decrease in the export of by-products as a result of
the fire in the Company's by-product processing plant and a
decrease in the number of aquaculture feed customers. This
decrease was partially offset by an increase in the sale of pet
foods.  However, in November 2003, the Honduras government lifted
its restriction on the import of poultry-related products.  
Accordingly, the Company has once again initiated exporting
poultry-related products to Honduras. Profit margin increased from
10.1% for fiscal year 2002 to 18.6% for fiscal year 2003, mainly
due to a variation in the product mix to more profitable products.

Quick service restaurant sales increased by 33.2% for fiscal year
2003 when compared to fiscal year 2002, mainly due to the
Company's sales price campaign. Profit margin increased from 1.1%
to 2.4%, primarily due to the adoption of cost efficiency
measures.

Sales for the other products segment did not vary significantly,
decreasing by 1.8% for fiscal year 2003 when compared to fiscal
year 2002. The profit margin in this segment decreased from 1.5%
for fiscal year 2002 to -0.8% for fiscal year 2003, mainly due to
an increase in the cost of raw materials.

For fiscal 2003, general and administrative expenses decreased by
$1.20 million or 8.53% when compared to fiscal year 2002 mainly
due to Company's effort to improve efficiencies and adopt cost-
saving measures. For fiscal year 2003, selling expenses did not
vary significantly, decreasing by $121,025 or 0.63% when compared
to fiscal year 2002. Operating expenses represented 24.98% and
25.46% of net sales for fiscal years 2003 and 2002, respectively.

For the fiscal year ended September 30, 2003, other expenses
decreased by 6.97%.  This decrease was primarily the result of a
decrease in interest expenses and foreign exchange loss, mainly
attributable to a decrease in the Company's average indebtedness
and a decrease in the related average interest rate.  The Company
also recognized as an extraordinary item a gain in the amount of
$304,501, which is the result of the Company's receipt of
insurance proceeds in excess of the book value of equipment and
building facilities damaged in the by-products plant fire.

The Company's income tax expense was $206,475 for fiscal year
2003, compared to $1,041,596 for fiscal year 2002. Effective rates
for fiscal years 2003 and 2002 were 39.44% and 24.92%,
respectively. The decrease is mainly due to a decrease in taxable
income.

"Last year the Company encountered many challenges that it has
been able to successfully overcome, including the successful
reconstruction of the Company's by-products processing plant in
September of 2003 following the fire in February of the same year.
Management of the Company is encouraged by the positive strides
made by the Company during fiscal 2003 in the Animal Feed and
Quick Service business segments," notes Gina Sequeira, the
Company's Chief Financial Officer.

The Company is seeking to address its anticipated short-term
funding requirements by various means including, but not limited
to, entering into negotiations with certain of its lenders to
extend the maturity date on the short-tem indebtedness owed to
such lenders and seeking to secure long-term financing through the
private or public issuance of debt instruments. Although the
Company has entered into discussions with certain of its lenders
and a number of potential capital sources, there can be no
assurances that the Company will be able to achieve these
initiatives.

RFC is the parent Company of the largest poultry producers in
Costa Rica. The Company owns Corporacion Pipasa, S.A. and
Corporacion As de Oros, S.A., which supply approximately 62% of
the total Costa Rican poultry market.

As previously reported, Fitch Ratings withdrew its foreign
currency debt rating of 'BB', Rating Watch Negative, on the
Corporacion Pipasa S.A. and Corporacion As de Oros senior notes
due 2005 issued on a joint and several basis and guaranteed by
Rica Foods Inc. Pipasa and As de Oros are wholly-owned
subsidiaries of Rica Foods.

Fitch Ratings has withdrew the 'BB', Rating Watch Negative, senior
unsecured foreign currency and local currency debts ratings of
Rica Foods, as the company has no other rated debt instruments
outstanding.


RUSSELL CORP: Will Present at ICR's 6th Annual Conference Today
---------------------------------------------------------------
Russell Corporation (NYSE: RML) announced that a member of its
management team will be presenting at ICR's ("Integrated Corporate
Relations") Sixth Annual Leisure & Lifestyle Conference.  

Thomas Johnson, director of investor relations, will provide an
overview of the Company's products and operations.  The
presentation is scheduled for Friday, January 16, 2004 at 11:20
a.m. pacific time at the Hyatt Huntington Beach Resort in
Huntington Beach, California.

Russell Corporation (S&P, BB+ Corporate Credit Rating, Negative)
is a leading branded athletic, outdoor and activewear company with
over a century of success in marketing athletic uniforms, apparel
and equipment for a wide variety of sports, outdoor and fitness
activities. The company's brands include: Russell Athletic(R),
JERZEES(R), Mossy Oak(R), Cross Creek(R), Discus(R), Moving
Comfort(R), Bike(R), Spalding(R), and Dudley(R).  The company's
common stock is listed on the New York Stock Exchange under the
symbol RML. The company's Web site address is
http://www.russellcorp.com/


SAKS INC: Extends Contract for Credit Card Processing Services
--------------------------------------------------------------
Saks Incorporated signed a three-year contract extension for its
Visa(R), MasterCard(R), Discover(R) and American Express(R) credit
card processing services.  

Headquartered in Birmingham, Alabama, Saks Incorporated is one of
the premier retail enterprises, operating 378 stores in 39 states
with nearly $6 billion in annual revenue. Fifth Third Bank
Processing Solutions is the electronic payment processing division
of Fifth Third Bank.

"Fifth Third Bank has been a great credit card processing partner
since 1999," said Doug Markham, Vice President & Controller of
Saks Incorporated. "By utilizing Fifth Third Direct(SM), their
industry-leading back-office system, our credit card operations
are now fully automated and our payment systems have been
consolidated throughout the company's divisions. It's a natural
choice to continue this successful partnership."

Fifth Third Bank Senior Vice President Randall L. Haaff adds,
"Just as Saks has always been recognized for providing excellent
customer service and the finest quality merchandise, Fifth Third
prides itself in providing customized solutions, superior customer
service and unparalleled reliability for our customers."

Fifth Third Bank Processing Solutions processes 8.2 billion ATM
and POS transactions per year for more than 197,000 retail
locations and financial institutions worldwide, including The
Kroger Co., AutoZone, Abercrombie & Fitch, Nordstrom, Inc. and The
Finish Line.  Annually, Fifth Third processes $83 billion in
credit card sales.  According to The Nilson Report (March 2003),
Fifth Third Bank is the fifth largest bank acquirer.

Fifth Third Bancorp (Nasdaq: FITB) is a diversified financial
services company headquartered in Cincinnati, Ohio.  The Company
has $89 billion in assets, operates 17 affiliates with 960 full-
service Banking Centers, including 133 Bank Mart(R) locations open
seven days a week inside select grocery stores and 1,905 Jeanie(R)
ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida,
Tennessee and West Virginia.  The financial strength of Fifth
Third's affiliate banks continues to be recognized by rating
agencies with deposit ratings of AA- and Aa1 from Standard &
Poor's and Moody's, respectively.  Additionally, Fifth Third
Bancorp continues to maintain the highest short-term ratings
available at A-1+ and Prime-1 and is recognized by Moody's with
one of the highest senior debt ratings for any U.S. bank holding
company of Aa2.  Fifth Third operates four main businesses:  
Retail, Commercial, Investment Advisors and Fifth Third Processing
Solutions. Investor information and press releases can be viewed
at http://www.53.com/Fifth Third's common stock is traded through  
the NASDAQ National Market System under the symbol, "FITB."

Saks Incorporated (Fitch, BB+ Secured Bank Facility and BB- Senior
Note Ratings, Negative) operates Saks Fifth Avenue Enterprises
(SFAE), which consists of 62 Saks Fifth Avenue stores and 54 Saks
Off 5th stores. The Company also operates its Saks Department
Store Group (SDSG) with 243 department stores under the names of
Parisian, Proffitt's, McRae's, Younkers, Herberger's, Carson Pirie
Scott, Bergner's, and Boston Store and 19 Club Libby Lu specialty
stores.


SIERRA-ROCKIES: Buys Let's Talk Health as Part of Chapter 11 Plan
-----------------------------------------------------------------
Sierra-Rockies Corp. (OTC:SIRK) changed its name to Alpha
Nutraceuticals Inc. and that it has acquired the assets and
business of Let's Talk Health Inc., a privately held seller of
nutritional supplements and related products based in Chula Vista,
Calif.

The acquisition was in exchange for 3,000,000 shares of common
stock. The acquisition agreement required Let's Talk Health to
provide SIRK with assets consisting of inventory and equipment
valued at a minimum of $100,000.

At the same time, SIRK announced the resignation of its former
President, Daniel Lezak, and the appointment of Louis J. Paulsen
as president and director. Joining Paulsen on the Board of
Directors are James L. Cartmill, vice president of the company,
Robert J. Bliss, C.P.A., Howard A. Gutzmer and Colin J. Kelly. The
announcements were made by Mr. Paulsen.

The acquisition of Let's Talk Health's assets was part of a
Chapter 11 Plan of Reorganization confirmed by the United States
Bankruptcy Court. The Plan of Reorganization also provided for the
issuance of new "Units" to the creditors and former shareholders
of SIRK and to certain other parties. Each unit consists of one
common share, one "A" warrant to purchase one common share for
$2.50, and one "B" warrant to purchase one common share for
$10.00.

Former non-control shareholders of SIRK received 1 new Unit in
exchange for each 100 shares that they formerly owned. All old
shares were cancelled. The unsecured creditors of the company
received a total of 570,000 units in exchange for their claims,
and other parties received a total of 430,000 units. As a result
of these issuances there are now 4,117,029 shares of common stock
issued and outstanding.


SILICON GRAPHICS: Will Webcast Q2 2004 Results on Wednesday
-----------------------------------------------------------
Silicon Graphics, Inc. (NYSE: SGI) announces the following
Webcast:

    What:     SGI 2nd Quarter 2004 Financial Release

    When:     January 21, 2004 at 5:00 p.m. Eastern

    Where:    http://www.firstcallevents.com/service/ajwz396248565gf12.html

    How:      Live over the Internet -- Simply log on to the web
              at the address above.

    Contact:  Dwight McCarty, Manager of IR, +1-650-933-6102

Silicon Graphics, Inc., manufactures servers (about 40% of sales)
as well as workstations used by customers ranging from scientists,
graphic artists, and engineers to large corporations and
government agencies. It also makes modeling and animation software
(through subsidiary Alias/Wavefront) and advanced graphics
computers that are used to create some of Hollywood's most
striking special effects. SGI has sold the supercomputer business
it acquired from Cray Research. It has also spun off its streaming
media software operations (Kasenna) and its microprocessor
business (MIPS Technologies).

At September 26, 2003, SGI's balance sheet shows a total
shareholders' equity deficit of about $211 million.


SOLUTIA INC: Turns to Rothschild Inc for Financial Advice
---------------------------------------------------------
Solutia, Inc., and its debtor-affiliates require the services of a
financial advisor and investment banker in their Chapter 11 cases.  
The Debtors believe that Rothschild Inc. is highly qualified for
the job.

Jeffry N. Quinn, Solutia Inc. Senior Vice President, General
Counsel and Chief Restructuring Officer, informs the Court that
Rothschild is a member of one of the world's leading independent
investment banking groups, with expertise in domestic and cross
border mergers and acquisitions, restructurings, privatization
advice and other financial advisory services, and with particular
experience in providing high-quality financial advisory services
to financially troubled companies.  Rothschild's business
reorganization professionals have served as financial and
strategic advisors for debtors, creditors and other constituents
in numerous Chapter 11 cases.

More importantly, Mr. Quinn relates that, since July 12, 2002,
Rothschild provided services to the Debtors in connection with
their restructuring efforts.  Rothschild was initially employed
to assist and advise the Debtors in evaluating strategic
alternatives and their implementation pursuant to the terms of a
letter agreement dated July 12, 2002.  Rothschild played a
significant role in the refinancing of the Debtors' then-existing
bank facility in October 2003, the prepetition negotiation of
their debtor-in-possession financing facility and the prepetition
negotiations with their bondholders and the holders of bonds
issued by the Debtors' affiliate, Solutia Europe SA/NV.

In providing those services, Rothschild worked closely with the
Debtors' management and has become well acquainted with the
Debtors' businesses, capital structure, financial affairs and
related matters.  According to Mr. Quinn, Rothschild's prior
engagement is significantly connected with the challenges that
will face the Debtors in their Chapter 11 restructuring.  The
experience Rothschild gained before the Petition Date will
facilitate their provision of the services required by the
Debtors in their Chapter 11 cases.

Specifically, Rothschild will:

   (a) identify or initiate potential transactions that effect
       material amendments to or other material changes in any of
       the Debtors' outstanding indebtedness, trade claims,
       leases and other liabilities, or any restructuring,
       mergers or the acquisitions of all or substantially all of
       the Debtors' assets;

   (b) review and analyze the Debtors' assets and their operating
       and financial strategies;

   (c) review and analyze the business plans and financial
       projections prepared by the Debtors including, but not
       limited to, testing assumptions and comparing those
       assumptions to historical trends of the Debtors and
       industry trends;

   (d) evaluate the Debtors' debt capacity in light of their
       projected cash flows and assist in the determination of an
       appropriate capital structure;

   (e) assist the Debtors and their other professionals in
       reviewing the terms of any Transaction, in responding to
       the Transaction and, if directed, in evaluating
       alternative proposals for a Transaction, whether in
       connection with a reorganization plan or otherwise;

   (f) determine a range of values for the Debtors and any
       securities that the Debtors offer or propose to offer in
       connection with a Transaction;

   (g) advise the Debtors on the risks and benefits of
       considering a Transaction with respect to their
       intermediate and long-term business prospects and
       strategic alternatives to maximize their business
       enterprise value, whether pursuant to a Plan or otherwise;

   (h) review and analyze any proposals the Debtors receive from
       third parties in connection with a Transaction, including
       any proposals for debtor-in-financing, as appropriate;

   (i) assist or participate in negotiations with parties-in-
       interest, including any current or prospective creditors
       of, holders of equity in, or claimants against the Debtors
       or their representatives in connection with a Transaction;

   (j) advise and attend meetings of the Debtors' Boards of
       Directors, creditor groups, official constituencies and
       other interested parties;

   (k) if asked by the Debtors, participate in hearings
       before the Court and provide relevant testimony with
       respect to the matters described and issues arising in
       connection with any proposed Plan; and

   (l) render other financial advisory and investment banking
       services as are customarily provided or may be agreed upon
       with the Debtors.

The Debtors propose to pay Rothschild:

   (a) A $200,000 monthly cash advisory fee, whether or not a
       Transaction is proposed or consummated.  The Monthly Fee
       will be payable by the Debtors in advance on the first day
       of each month;

   (b) A $6,750,000 "Completion Fee," payable in cash on the
       earlier of the confirmation and effectiveness of a Plan or
       the closing of another Transaction, provided, that
       Rothschild will credit against the Completion Fee:

       (1) 50% of the Monthly Fees paid in excess of $600,000,
           which credit will not exceed $3,000,000;

       (2) 30% of any new capital fees paid; and

       (3) to the extent not otherwise applied against the fees
           and expenses of Rothschild under the terms of the
           Engagement Letter, the Retainer, provided that the sum
           of the credits will not exceed the Completion Fee;

   (c) A "New Capital Fee," if Rothschild is specifically asked
       by the Debtors, in writing, to provide relevant services
       with regard to raising of capital for the Debtors.  At the
       closing of any capital raise, Rothschild will be paid as
       New Capital Fee:

       (1) $5,000,000 on the closing of a senior secured debt
           facility, provided that Rothschild will be entitled to
           receive only one fee during the term of its
           engagement;

       (2) 3% of the face amount of any junior secured or senior
           or subordinated unsecured debt; and

       (3) 6% of any equity or hybrid capital raised which does
           not result in a recapitalization or change in control
           of the Debtors; and

   (d) To the extent the Debtors request Rothschild to perform
       additional services not contemplated by the Engagement
       Letter, the additional fees as will be mutually agreed
       upon by Rothschild and the Debtors, in writing, in
       advance.

In addition, the Debtors will reimburse Rothschild for any
reasonable expenses, including the fees, disbursements and other
charges of Rothschild's counsel.

During the one-year period preceding the Petition Date, the
Debtors paid Rothschild $6,984,300 in respect of services
rendered pursuant to the Engagement Letter and related expenses
incurred.  Pursuant to an April 1, 2003 engagement letter, the
Debtors provided Rothschild with a $400,000 retainer to be
applied against its fees and expenses.  In connection with the
amendment to the Engagement Letter dated as of October 1, 2003,
the Debtors agreed to increase Rothschild's retainer to $750,000.

Rothschild has not applied any portion of the Retainer toward the
fees that accrued or reimbursement of expenses that incurred
before the Petition Date.  The balance of the Retainer as of the
Petition Date is $750,000.  The Debtors do not owe any amounts to
Rothschild on account of its prepetition fees and expenses.

The Debtors also propose to indemnify and hold Rothschild
harmless against any liabilities arising out of or in connection
with its employment, except for any liability for losses, claims,
damages or liabilities incurred by the Debtors that are
judicially determined by a court of competent jurisdiction to
have primarily resulted from the firm's bad faith, self-dealing,
breach of fiduciary duty, if any, gross negligence or willful
misconduct.

Todd R. Snyder, Managing Director of Rothschild, assures the
Court that the firm has no connection with the Debtors, their
creditors or any other party-in-interest, or their attorneys and
accountants, except that Rothschild is connected with the Debtors
by virtue of its prepetition work for them.  Mr. Snyder attests
that Rothschild is a "disinterested person," pursuant to Sections
101(14) and 1107(b) of the Bankruptcy Code and as required by
Section 327(a).

At the Debtors' request, Judge Beatty authorizes the Debtors to
employ Rothschild on an interim basis.  Pending final approval,
Rothschild will receive (a) the Monthly Fees and (b)
reimbursement of expenses.  Judge Beatty will hold a final
hearing on January 16, 2004 in New York.  (Solutia Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SPECTRASITE: S&P Affirms B Rating & Revises Outlook to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Cary,
N.C.-based wireless tower operator SpectraSite Inc. to positive
from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'B' corporate credit rating. As of Sept.
30, 2003, the company had about $640 million in total debt
outstanding.
     
"The change in outlook reflects the fact that the company has
continued to improve its credit metrics over the last several
quarters due to increasing EBITDA from the leasing of its towers,"
said Standard & Poor's credit analyst Catherine Cosentino. As a
result of continued growth in EBITDA from this business, the
company has been able to achieve a debt to annualized EBITDA ratio
of about 5.5x (on an operating lease-adjusted basis and including
the estimated $141 million in potential SBC tower purchase
obligations) for the eight months ended Sept. 30, 2003. Excluding
the potential SBC tower obligations, the company's debt to EBITDA
for this period was 4.7x on an operating lease-adjusted basis.
This compares favorably with the 6.0x achieved by the company for
the two months ended Mar. 31, 2003, the first partial quarter
since its emergence from bankruptcy (5.2x, excluding the potential
SBC obligation). Excluding operating lease adjustments and the SBC
potential contractual requirements, debt to annualized EBITDA for
the eight months ended Sept. 30, 2003, totaled 4.0x, versus 4.5x
for the two-month annualized period ended Mar. 31, 2003. If the
company is able to demonstrate that such credit improvement is
sustainable and that good prospects exist for further improvement,
ratings could be raised.

Ratings reflect the high degree of financial risk from improving,
but still moderately aggressive, leverage. This financial risk
constrains the rating, despite the company's relatively protected
business position. Lower-than-anticipated co-location growth and
operating cash flow expansion in 2002 caused financial pressures
that prompted SpectraSite to file for bankruptcy in late 2002,
although its SpectraSite Communications intermediate holding
company and operating subsidiaries did not file for bankruptcy.
The company subsequently emerged from bankruptcy in February 2003
with $1.8 billion less debt.

A favorable risk factor is that wireless operators have few
feasible alternatives to using SpectraSite's towers. While an
existing tenant might choose to build its own towers (an expensive
undertaking) or lease from another company, both alternatives
entail considerable expense and could involve major system
reengineering. Contract rate escalations, coupled with modest
ongoing tower expansion requirements by the major national
wireless players, provide good prospects for EBITDA growth
sufficient to continue to improve SpectraSite's credit metrics.


STATEWIDE INSURANCE: S&P Assigns R Ratings on Basis of Insolvency
-----------------------------------------------------------------
On Jan. 14, 2004, Standard & Poor's Ratings Services assigned its
'R' counterparty credit and financial strength ratings to
Statewide Insurance Co. (IL) (Statewide) after the Illinois
Department of Insurance ordered the company to be liquidated on
the basis of insolvency, effective Jan. 6, 2004.

This rating action reflects the impairment of Statewide's
statutory surplus in excess of $21 million. Illinois Director of
Insurance, J. Anthony Clark will be the statutory liquidator and
will marshal the assets and identify the company's creditors. The
Illinois Insurance Guaranty Fund as well as other organizations in
the other licensed states will be responsible for the claims and
the defense of the policyholders.

Formed in 1979, Waukegan, Ill.-based Statewide has licenses in 26
states. It wrote commercial multiple peril, workers' compensation,
commercial auto, umbrella insurance policies, and surety bond. It
marketed its products primarily to small general contractors and
artisans. For the first ten months of 2003 it reported $13.7
million in direct premiums written.

An insurer rated 'R' is under regulatory supervision owing to its
financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one class
of obligations over others or pay some obligations and not others.
The rating does not apply to insurers subject only to nonfinancial
actions such as market conduct violations.

                         Ratings List

                    Statewide Insurance Co.

         Counterparty credit rating          R
         Financial strength rating           R


STATION CASINOS: Launches Cash Tender Offer for 8-7/8% Notes
------------------------------------------------------------
Station Casinos, Inc. (NYSE: STN) commenced a cash tender offer
and consent solicitation for any and all of its $199,900,000
aggregate principal amount of 8-7/8% Senior Subordinated Notes due
2008.

The Offer is scheduled to expire at 12:00 midnight, New York City
time, on Wednesday, February 11, 2004, unless extended or earlier
terminated.  The consent solicitation will expire at 5:00 p.m.,
New York City time, on Wednesday, January 28, 2004.  Holders
tendering their Notes will be required to consent to certain
proposed amendments to the indenture governing the Notes, which
will eliminate substantially all of the restrictive covenants.  
Holders may not tender their Notes without delivering consents or
deliver consents without tendering their Notes.

Holders who validly tender their Notes by the Consent Date will
receive the total consideration of $1,035.78 per $1,000 principal
amount of Notes (if such notes are accepted for purchase).  
Holders who validly tender their Notes after the Consent Date and
prior to the Expiration Date will receive as payment for the Notes
$1,005.78 per $1,000 principal amount of Notes (if such Notes are
accepted for purchase).  In either case, holders who validly
tender their Notes also will be paid accrued and unpaid interest
up to, but not including, the date of payment for the Notes (if
such Notes are accepted for purchase).

Holders who validly tender their Notes by the Consent Date will
receive payment on the initial settlement date, which is expected
to be on or about January 29, 2004.

The Offer is subject to the satisfaction of certain conditions,
including the Company's receipt of tenders of Notes representing a
majority of the principal amount of the Notes outstanding and
senior subordinated financing on terms acceptable to the Company
in an amount sufficient to consummate the Offer.  The terms of the
Offer are described in the Company's Offer to Purchase and Consent
Solicitation Statement dated January 14, 2004, copies of which may
be obtained from D.F. King & Co., Inc.

The Company has engaged Banc of America Securities LLC and
Deutsche Bank Securities Inc. to act as dealer managers and
solicitation agents in connection with the Offer. Questions
regarding the Offer and Consent may be directed to Banc of America
Securities LLC High Yield Special Products at (888) 292-0070 (US
toll-free) or (704) 388-4813 (collect) or Deutsche Bank
Securities, Inc., High Yield Capital Markets, at (212) 250-4270.
Requests for documentation may be directed to D.F. King & Co.,
Inc., the information agent for the Offer, at (800) 628-8532 (US
toll-free) or (212) 269-5550 (collect).

Station Casinos, Inc. (S&P, BB Corporate Credit Rating, Stable
Outlook) is the leading provider of gaming and entertainment to
the residents of Las Vegas, Nevada.  Station's properties are
regional entertainment destinations and include various amenities,
including numerous restaurants, entertainment venues, movie
theaters, bowling and convention/banquet space, as well as
traditional casino gaming offerings such as video poker, slot
machines, table games, bingo and race and sports wagering.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino and Fiesta Henderson Casino Hotel in Henderson, Nevada.
Station also owns a 50 percent interest in both Barley's Casino &
Brewing Company and Green Valley Ranch Station Casino in
Henderson, Nevada and a 6.7 percent interest in the Palms Casino
Resort in Las Vegas, Nevada.  In addition, Station manages the
Thunder Valley Casino in Sacramento, California on behalf of the
United Auburn Indian Community.


STERLING FIN'L: Will Publish Q4 and Year-End Results on Jan. 27
---------------------------------------------------------------
Sterling Financial Corporation (Nasdaq: STSA) will release fourth
quarter and fiscal year-end earnings at 1:30 p.m.  Pacific Time on
Tuesday, January 27, 2003.  

The Company will host a conference call for investors the  
following morning, January 28, 2003, at 8:00 a.m.  Pacific Time
to discuss the Company's financial results.  To participate in the
conference call, domestic callers should dial 712-257-0014
approximately five minutes before the scheduled start time.  You
will be asked by the operator to identify yourself and provide the
password "STERLING" to enter the call. A continuous replay will be
available approximately one hour following the conference call and
may be accessed by dialing 402-220-4721.  The continuous replay
will be offered through Friday, February 27, at 5:00 p.m.  Pacific
Time.

Additionally, Sterling's 2003 fourth quarter and fiscal year-end
earnings conference call is being made available on-line at the
Company's Web site at http://www.sterlingsavingsbank.com/

To access this audio presentation call, click on "Investor
Relations" then click on the live audio webcast icon.

Sterling Financial Corporation of Spokane, Washington, is a
unitary savings and loan holding company, which owns Sterling
Savings Bank.  Sterling Savings Bank is a Washington State-
chartered, federally insured stock savings association, which
opened in April 1983.  Sterling Savings, based in Spokane,
Washington, has branches throughout Washington, Idaho, Oregon and
western Montana.  Through Sterling's wholly owned subsidiaries,
Action Mortgage Company and INTERVEST-Mortgage Investment Company,
it operates loan production offices in Washington, Oregon, Idaho,
Arizona and Montana.  Sterling's subsidiary Harbor Financial
Services provides non-bank investments, including mutual funds,
variable annuities and tax-deferred annuities, through regional
representatives throughout Sterling Savings' branch network.  
Sterling's subsidiary Dime Service Corporation provides commercial
and consumer insurance products through its offices in Montana.

                         *     *     *

As previously reported, Fitch Ratings affirmed its ratings of
Sterling Financial Corporation following the company's
announcement that it has entered into a definitive agreement to
acquire Klamath First Bancorp, Inc.  KFBI, with approximately $1.5
billion in assets, is the holding company for Klamath First
Federal Savings and Loan Association, a savings and loan operating
branches in Oregon and Washington.

                         Ratings Affirmed:

     Sterling Financial Corporation

         -- Long-term Issuer 'BB';
         -- Short-term Issuer 'B';
         -- Individual Rating 'C';
         -- Support '5';
         -- Rating Outlook Stable.


SUMMITVILLE TILES: UST Schedules Sec. 341(a) Meeting for Feb. 24
----------------------------------------------------------------
The United States Trustee will convene a meeting of Summitville
Tiles, Inc.'s creditors on February 9, 2004, 1:30 p.m., at the
Federal Building and U.S. Courthouse, 10 East Commerce Street,
Room 340, Youngstown, Ohio 44503-1621.  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 Summitville, Ohio, Summitville Tiles, Inc.,
manufactures tile and installation products including a complete
line of grouts, mortars, epoxies, furan, latex, water proofing and
tile care products. The Company filed for chapter 111 protection
on December 12, 2003 (Bankr. N.D. Ohio Case No. 03-46341).  
Matthew A Salerno, Esq., and Shawn M Riley, Esq., at McDonald,
Hopkins, Burke & Haber Co LPA, represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed both estimated debts and assets of more
than $10 million.


SUPERIOR ESSEX: S&P Rates Credit and Secured Bank Loan at B+/BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Atlanta, Ga.-based Superior Essex Inc. Standard &
Poor's also assigned its 'BB' senior secured bank loan rating to
the $120 million senior secured revolving credit facility,
maturing in 2007, and its 'B+' rating to the $145 million second-
priority secured notes due 2008.

Superior Essex Communications LLC and Essex Group Inc., the
operating subsidiaries of Superior Essex Inc., are co-borrowers of
the credit facility and co-issuers of the notes. Superior Essex
Inc. is a guarantor of the notes co-issued by the two operating
subsidiaries.
     
At the same time, Standard & Poor's assigned its recovery rating
of '1' to the revolving credit facility. The 'BB' rating is two
notches higher than the corporate credit rating on Superior Essex.
The '1' recovery rating indicates a high expectation of full
recovery of principal in the event of default. Standard & Poor's
also assigned a recovery rating of '2' to the second-priority
secured notes, indicating that holders can expect substantial
(80%-100%) recovery of principal in the event of default, despite
the material amount of priority debt in the capital structure.
     
Superior Essex, a cable and wire supplier, had approximately $200
million of debt outstanding as of Dec. 31, 2003, $42 million drawn
on the revolving credit facility and $145 million of notes. The
outlook is stable.
     
Superior Essex emerged from Chapter 11 on Nov. 10, 2003, and is
the newly formed parent of the operating subsidiaries. The
previous parent was known as Superior Telecom Inc. Superior
Telecom filed for Chapter 11 protection on March 3, 2003.
     
Superior Essex participates in two segments of the cable and wire
industry. The company has a leading share of the North American
market for copper wire and cable and, to a lesser extent, fiber
optic cables, supplied to telecommunications carriers for use in
their local loops.

Superior Essex is also a major supplier and distributor of magnet
wire and related insulation and fabrication products used in a
range of industrial applications including motors, transformers,
generators and others.

"We recognize that revenue and profitability levels in 2003
probably represent performance near cyclical lows for Superior
Essex and that recovery will likely be gradual over the next
several years," said Standard & Poor's credit analyst Joshua
Davis.


TALKPOINT COMMS: Files for Chapter 11 Reorganization in Delaware
----------------------------------------------------------------
TalkPoint Communications Inc. (OTC Bulletin Board: TLKP.OB &
TLKPW.OB), the New York-headquartered provider of voice and visual
communications solutions to corporations and institutions, has
entered into an agreement to sell to TalkPoint Holdings LLC
substantially all of the Company's assets and that the Company
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
in the U.S. Bankruptcy Court for the District of Delaware.

The transaction, valued at approximately $850,000 including cash
and assumed liabilities, has been approved by the Company's Board
of Directors and is subject to, among other things, court
approval.

Commenting on the announcement, TalkPoint Communications' Chief
Executive Officer Nick Balletta said, "This financial
restructuring is the best option available for the Company's
customers, debtholders and employees and is the key to
strengthening the business to better serve customers in an
increasingly competitive environment. It has been a difficult
decision, but the sale and filing will allow TalkPoint
Communications to preserve the greatest value for our creditors
while ensuring the continuity of business operations for customers
and employees.

"We expect no reduction in the workforce," Mr. Balletta explained,
"so that the key employees who have made TalkPoint Communications
a success in the marketplace will be able to continue to
contribute their talent and expertise to customers worldwide. Most
importantly, this filing will allow TalkPoint Communications to
conduct business as usual, continuing to serve the client base at
the forefront of their markets with leading edge technology
solutions and superior customer service technologies."

               ADD ONE-- TALKPOINT AGREES TO SELL

The sale to TalkPoint Holdings LLC, a new company formed by former
TalkPoint directors, is subject to, among other things, Bankruptcy
Court approval pursuant to Section 363 of Chapter 11 of the U.S.
Bankruptcy Code. The Company expects to complete the transaction
within 90 days.

TalkPoint Holdings has agreed to provide up to $300,000 in post-
petition financing to TalkPoint Communications, which may be used
to fund operations prior to the completion of the transaction.
Throughout this period, TalkPoint Communications will conduct
business as usual, and expects no interruption of its operation or
delays in meeting commitments to its customers. The Company
intends to meet its post-petition obligations to vendors,
employees and others in the normal course of business.

TalkPoint, which is traded on the OTC Bulletin Board market under
the symbols TLKP.OB and TLKPW.OB, changed its name from Video
Network Communications Inc. and relocated its headquarters to 100
William Street in New York City in 2003.

Commenting on the market, Mr. Balletta said, "Like other industry
participants, we believe that the Internet is developing into a
prime medium for audio and video communications for customers
worldwide. Leading-edge applications permit corporations around-
the-globe to instantly communicate with employees, investors,
partners and consumers. We believe the market has a bright future
as reflected in the quality of blue-chip customers both here and
abroad who utilize TalkPoint's communication solutions today."


TALKPOINT COMMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TalkPoint Communications, Inc.
        fka Video Network Communications, Inc.
        fka Objective Communications, Inc.
        100 William Street 8th Floor
        New York, New York 10038

Bankruptcy Case No.: 04-10207

Type of Business: The Debtor provides easy-to-use voice and
                  visual communication services to the world's
                  business leaders, enabling them to make their
                  point efficiently and cost effectively.  The
                  Company uses the power and reach of the
                  Internet to deliver rich, interactive
                  information that enhances the effectiveness of
                  many parts of an organization -- investor
                  relations, marketing, sales, operations, human
                  resources, training and more. See
                  http://www.talkpointcommunications.com/

Chapter 11 Petition Date: January 14, 2004

Court: District of Delaware

Debtor's Counsel: Aaron A. Garber, Esq.
                  Pepper Hamilton LLP
                  1201 Market Street Suite 1600
                  Wilmington, DE 19899
                  Tel: 302-777-6500
                  Fax : 302-656-8865

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wu/Lighthouse 100             Landlord                  $233,943
William L.L.C.

Pease Development Authority   Landlord                  $191,656

Latham & Watkins LLP          Attorney                  $101,875

Skadden, Arps, Slate,         Telecom Vendor             $56,456
Meagher & Flom LLP

Integrated                    Telecom Vendor             $56,455
Telecommunications Inc.

Managed Health Funding        Health Insurance           $48,842

Deloitte & Touche             Auditors                   $41,399

Bowne of New York City, Inc.  Printer                    $41,282

WilTel Communications-        Netting on a               $37,386
Vyvx LLC

Focal Comm. Corp. of NY       Telecom/Utility            $34,400
                              Vendor

International Video-          VNCI Vendor                $32,000
Conferencing, Inc.

Radvision                                                $30,384

PacTec Communications, Inc.   Telecom Vendor             $29,312

Wiltel Communications         Telecom Vendor             $23,049

Global Crossing               Telecom Vendor             $22,892
Telecommunications

City of Portsmouth            Local Property tax         $17,810
(Local Property tax)

Kuchera Industries            VNCI Vendor                $17,675

Network Appliance             Maintenance Contract       $16,307

Robinson Brog Leiwand         Attorney                   $15,649
Greene Genovese & G

Ascent Media                  Telecom/Utility            $14,996
                              Vendor


TERADYNE INC: Fourth-Quarter 2003 Net Loss Reaches $11 Million
--------------------------------------------------------------
Teradyne, Inc., reported sales of $357.6 million for the fourth
quarter of 2003, and a net loss on a Generally Accepted Accounting
Principles (GAAP) basis of $11.5 million, or $0.06 per share. On a
pro forma basis for the fourth quarter, the company had profit of
$6.9 million, or $0.04 per share. Net orders for the quarter
increased 45% from the previous quarter, to $488.2 million.

"We ended 2003 with very strong order growth," said George
Chamillard, Teradyne Chairman and CEO. "With this momentum,
coupled with our cost reduction efforts, we expect to deliver
solid profit growth in the first quarter of 2004. We are
projecting sales to be between $400 and $430 million, with
earnings between 10 and 18 cents per share on a GAAP basis. Demand
for our products is very strong, particularly in semiconductor
test, and we are aggressively ramping to support our customers."

Teradyne (NYSE:TER) (S&P, B+ Corporate Credit & Senior Unsecured
Note Ratings, Stable) is the world's largest supplier of Automatic
Test Equipment, and a leading supplier of interconnection systems.
The company's products deliver competitive advantage to the
world's leading semiconductor, electronics, automotive and network
systems companies. In 2002, Teradyne had sales of $1.22 billion,
and currently employs about 6700 people worldwide. For more
information, visit http://www.teradyne.com/


TETON POWER: S&P Rates New $195 Million Term Loan at B+
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Teton Power Funding LLC's new $195 million seven-year senior
secured term loan facility. The outlook is stable.
     
Proceeds from the financing will be used to fund a portion of the
recent acquisition by parent company, ArcLight Capital Partners
LLC, of all the interests in UtilCo LLC from Aquila Inc.
     
"Ratings stability is based on the quality of cash distributions
from the 12 projects to pay down the term loan. We expect the
projects to generate sufficient levels of free cash flow to
service project level debt and the principal and interest payments
on the term loan," said Standard & Poor's credit analyst Rajeev
Sharma.
     
Key risks include an increased reliance on merchant plants, asset
concentration, and the refinancing of the remaining debt balance
beyond maturity in 2011. Offsetting factors include portfolio
diversification, high availability, and no construction risk.
     
Furthermore, 100% of UtilCo's share of the earnings of the
projects is included in the cash flow sweep provision of the term
loan and the generating assets are fully contracted with power
off-take agreements.
     
UtilCo is a holding company that has ownership interests (639 MW
net interest) in a diversified portfolio of 12 generation
projects.


TOYS "R" US: S&P Lowers Rating on Related Synthetic Deal to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Corporate
Backed Trust Certificates Toys "R" Us Debenture-Backed Series
2001-31 Trust and placed it on CreditWatch with negative
implications.
     
Corporate Backed Trust Certificates Toys "R" Us Debenture-Backed
Series 2001-31 is a swap-independent synthetic security that is
weak-linked to the underlying collateral, Toys "R" Us Inc.'s 8.75%
debentures due Sept. 1, 2021. The lowered rating and CreditWatch
placement reflects the credit quality of the underlying securities
issued by Toys "R" Us Inc.

        RATING LOWERED AND PLACED ON CREDITWATCH NEGATIVE
   
     Corporate Backed Trust Certificates Toys "R" Us Debenture
                   Backed Series 2001-31 Trust

       $13.09 million corporate backed trust certificates
   
                             Rating
               Class   To               From
               A-1     BB+/Watch Neg    BBB-


TYCO INT'L: Appoints C. Anthony Davidson as Controller and CAO
--------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC) appointed Carol
Anthony (John) Davidson as Senior Vice President, Controller, and
Chief Accounting Officer.

Davidson will join Tyco Jan. 26 from Dell Inc. where he served as
Vice President, Audit, Risk and Compliance. In this new position
at Tyco International, Davidson will oversee all financial
reporting and control, and accounting policy. Additionally, he
will work closely with the financial team across Tyco
International's five business segments to optimize financial
reporting and accounting systems, processes and controls.  
Davidson will report to David FitzPatrick, Executive Vice
President and Chief Financial Officer.

FitzPatrick said: "We are pleased to be filling this important
position with someone of John's high caliber. He has a well-
rounded financial and accounting background, excellent experience
working for large, leading global companies, and a proven track
record at developing and implementing new financial and accounting
systems and controls.  Having worked previously with John, I can
attest to his high standards and uncompromising integrity.  Simply
put, he does the right things right.  We are confident that John
will be a tremendous asset to Tyco."

Davidson said: "Tyco has a tremendous portfolio of businesses and
an outstanding management team that is clearly demonstrating its
commitment to excellence in corporate governance and financial
reporting control.  I am excited about joining the Tyco team and
about the opportunity to leverage my previous experiences in
financial and control programs with leading companies, including
Dell."

At Dell, Davidson has also served in other senior capacities,
including Chief Compliance Officer, Vice President and Corporate
Controller and Vice President of Internal Audit.  He joined Dell
in 1997 from Eastman Kodak Company, where he worked 16 years in a
variety of financial, accounting and auditing positions of
increasing responsibility.  He began his accounting and auditing
career at Arthur Andersen & Co.  Davidson is a Certified Public
Accountant and holds an MBA from the University of Rochester and a
B.S. in accounting from St. John Fisher College in Rochester, N.Y.

Tyco International Ltd. (Fitch, BB+ Senior Unsecured Debt and B
Commercial Paper Ratings, Stable Outlook) is a diversified
manufacturing and service company.  Tyco is the world's leading
provider of both electronic security services and fire protection
services; the worlds' leading supplier of passive electronic
components and a leading provider of undersea fiber optic networks
and services; a world leader in the medical products industry; and
the world's leading manufacturer of industrial valves and
controls. Tyco also holds a strong leadership position in plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2003 revenues from continuing operations of approximately
$37 billion.


UNITED AIRLINES: Outlines Plan to Share Retirees' Medical Costs
---------------------------------------------------------------
UAL Corp. (OTC Bulletin Board: UALAQ), the parent company of
United Airlines, said it is committed to reaching consensual
agreement with its retirees on shared costs for medical benefits.

As part of the company's plan to successfully emerge from Chapter
11 bankruptcy protection, United said it needs retirees to pay for
a greater portion of their medical benefits.

"We believe it is important to maintain medical benefits for our
35,000 retirees, so we are taking the difficult but necessary step
of asking retirees to pay a greater share of the costs," said
Peter McDonald, executive vice president - operations. "This
change will bring the medical benefits provided to current
retirees more in line with those available to future retirees and
offered by other large U.S. corporations. To this end, we will
work to reach consensual agreement with our retiree
representatives on changes to retiree medical benefits that are
fair and equitable."

United will seek to form a committee under Section 1114 of the
U.S. Bankruptcy Code to represent certain of its retired employee
groups in negotiations with the company on modifications to
retiree medical benefits. These changes would affect retired
employees formerly on United's U.S. payroll.

United will inform the U.S. Bankruptcy Court for the Northern
District of Illinois and the retirees' representatives that, in
the absence of consensual agreements, United intends to file a
motion under Section 1114 of Chapter 11 of the U.S. Bankruptcy
Code that would propose modifications to retiree medical benefit
plans. While United intends to work collaboratively with its
retirees' representatives, the filing of this motion may be
necessary as part of the 1114 process.

United and United Express operate more than 3,400 flights a day on
a route network that spans the globe. News releases and other
information about United may be found at the company's Web site at
http://www.united.com/


UNITED AIRLINES: Flight Attendants Whine About Benefit Cuts
-----------------------------------------------------------
The United Airlines Master Executive Council of the Association of
Flight Attendants-CWA, AFL-CIO, passed a resolution late Wednesday
condemning United management for its plan to impose devastating
cuts to retiree medical benefits through Section 1114 of the
bankruptcy code, even as the company is returning to
profitability.

United management enticed Flight Attendants to retire by agreeing
that if they retired by July 1, 2003 their comprehensive medical
benefits would be protected, while those retiring after July 1
would see their benefits cut and out-of-pocket costs raised. Over
2,500 Flight Attendants took the company at its word and retired
before the July 1 deadline. United is now seeking to slash the
medical benefits for those retirees by exploiting Section 1114 of
the bankruptcy code. The cuts are not necessary for United's
successful reorganization.

"United management's bait-and-switch tactics will hurt retired
Flight Attendants on fixed incomes and we will fight that with
every legal means necessary," said AFA United MEC President Greg
Davidowitch. "This is the kind of thing that destroys relations
between workers and management and ultimately jeopardizes the
stability of the airline at a very crucial period -- as a current
employee, I have to wonder what else they lied to us about."

United management recently filed an update to its earlier
application to the Air Transportation Stabilization Board for a
federal loan guarantee that it needs to secure financing for a
successful exit from bankruptcy. The update includes labor and
non-labor cost reductions and potential revenue enhancements that
were achieved as a result of workers' sacrifices through
restructured contracts that cut wages, benefits, and work rules.

"The sacrifices of front-line employees and recent retirees are
the reason for United's ability to restructure and succeed in the
long-term," Davidowitch said. "Short-sighted, naove actions that
threaten the working relationship between management and labor
will thrust us back to a time when lenders, analysts, the media,
and the employees collectively expressed no confidence in United
Airlines management."

More than 46,000 flight attendants, including the 21,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO. Visit at
http://www.unitedafa.org/  

        AFA United Master Executive Council Resolution:

WHEREAS, United Airlines Management has informed the Association
of Flight Attendants of its plans to impose devastating cuts to
retiree medical benefits through Section 1114 of the bankruptcy
code, even as the Company is returning to profitability; and,

WHEREAS, seeking to change retiree medical is not necessary for
United's successful reorganization, and it is especially abhorrent
to take more from retired United Flight Attendants who cannot
afford, on their limited fixed incomes, increases in their costs
for medical benefits or reductions in those benefits; and

WHEREAS, in the history of United Airlines only 1600 Flight
Attendants have retired and in the first six months of 2003 United
Airlines senior management enticed over 2500 Flight Attendants
into retiring with misleading promises of preserving the same
retiree benefits the Company now proposes to slash; and,

WHEREAS, Flight Attendants retire from their Company, they do not
retire from their Union; AFA will represent the retirees in the
Section 1114 process;

THEREFORE BE IT RESOLVED, that the United Master Executive Council
will take all actions necessary to:

    a. defeat the Company's attempt to impose upon retirees
       changes to health benefits that are in no way necessary and
       fair;

    b. compel the Company to uphold the promise which underlies
       the decision of 2500 Flight Attendants to retire from
       United;

    c. unite and mobilize all retired and active Flight Attendants
       in a grassroots campaign against United's decision to pick
       the pockets of those who can least afford it;

    d. enlist the support of all other constituencies, including
       the traveling public, members of Congress and retiree
       associations, so as to stop United from depriving retirees
       of benefits that are essential to their well-being;

    e. oppose in the bankruptcy court and any other appropriate
       forum, United's effort to force retirees to choose between
       paying for medical care and other basic necessities like
       food and rent.

THEREFORE BE IT FINALLY RESOLVED, that the United Flight
Attendants, both active and retired who have built this Union and
this Company, will stand together against these reprehensible
actions that will undermine labor peace at United and jeopardize
the Company's efforts to successfully reorganize.


UNITED AIRLINES: Pushing for Approval of Proposed DOT Settlement
----------------------------------------------------------------
The United Airlines Debtors ask U.S. Bankruptcy Court Justice
Wedoff to approve a settlement between United Air Lines, Inc., and
the United States Department of Transportation.  The Settlement
provides for a modification of the automatic stay allowing a set-
off.

Before the Petition Date, certain complaints were filed with the
DOT alleging that United failed to:

   (a) provide assistance to disabled passengers; and

   (b) adequately address customer disability complaints.

In response to the Complaints, the Debtors argued that the
enforcement action by the DOT was unwarranted.  However, the
DOT's Office of Aviation Enforcement concluded otherwise and
filed a prepetition proof of claim for $2,250,000 in civil
penalties on June 3, 2003.  Consequently, the Debtors and the DOT
engaged in a series of good-faith negotiations.

James H.M. Sprayregen, Esq., explains that the Settlement reduces
the DOT's claim against United from $2,250,000 to $1,100,000.  In
exchange for this concession, United will:

   -- cease any similar violations; and

   -- allow the United States to set off $100,000 held by the
      Internal Revenue Service against the DOT's $1,100,000
      prepetition claim.

The Settlement provides for two reductions in the claim amount.  
First, upon the proposed $100,000 set-off, $150,000 of the DOT's
$1,100,000 claim will be deemed satisfied.  Second, after 36
months from the Service Date of the Settlement and on United
making documented improvements to its service quality to
passengers with disabilities, the remaining $850,000 of the DOT's
claim will be deemed satisfied and the claim will be expunged.

Mr. Sprayregen assures the Court that entering into the
Settlement will provide greater benefit to the Debtors' estates
than litigating the controversy.  The Debtors will avoid complex
and involved litigation that would divert significant financial
and human resources from the Debtors' reorganization.  Also, the
Settlement represents a $1,150,000 reduction in civil penalties
assessed.  No hardship will be placed on the Debtors or any other
party by modifying the stay to allow the set-off. (United Airlines
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


UNITED REFINING: Q1 Results Show Improved Operating Results
-----------------------------------------------------------
United Refining Company, a leading regional refiner and marketer
of petroleum products announces improved operating results for the
first fiscal quarter ended November 30, 2003.

Operating income for the three months ended November 30, 2003 was
$13.1 million, an increase of $14.7 million over the three months
ended November 30, 2002 operating loss of $1.6 million.  Net sales
for the three months ended November 30, 2003 were $330.8 million,
an increase of $37.5 million, or 12.8% over the November 30, 2002
net sales of $293.3 million.  The increase in net sales and
profitability for the first quarter of fiscal year 2004 resulted
from a 3.5% increase in retail sales and a 26.6% increase in
wholesale sales.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) for the three months ended November 30, 2003 was $16.8
million compared to $2.6 million as of November 30, 2002.  The
first quarter EBITDA was the highest since the third quarter of
fiscal 2001.  

United Refining -- whose Corporate Credit status is rated by
Standard & Poor's at 'B-' -- owns and operates a 65,000 bpd
refinery in Warren, Pennsylvania. In addition to its wholesale
markets, the Company also operates 372 Kwik Fill(R) / Red Apple(R)
and Country Fair(R) retail gasoline and convenience stores located
primarily in western New York and western Pennsylvania.
    

UNITED STATES CAN: Extends Exchange Offer for 10-7/8% Sr. Notes
---------------------------------------------------------------
U.S. Can Corporation announced that its wholly owned subsidiary,
United States Can Company, is extending its offer to exchange the
$125 million aggregate principal amount outstanding of its 10-7/8%
Senior Secured Notes due 2010, or the notes, for an equal
aggregate principal amount of its 10-7/8% Series B Senior Secured
Notes due 2010, or the exchange notes.  

The exchange offer, which was scheduled to expire at 12:00
midnight, New York City time, on January 14, 2004 will now expire
at 5:00 p.m., New York City time, on January 16, 2004, unless
further extended.

The company has registered the exchange notes under the Securities
Act of 1933, while it has not registered the outstanding notes.  
The company is offering to exchange $1,000 principal amount of the
exchange notes for each $1,000 principal amount outstanding of the
notes.

Wells Fargo Bank Minnesota, National Association is serving as the
exchange agent in connection with the exchange offer.  Requests
for documentation and questions regarding the exchange offer
should be directed to the exchange agent at 800-344-5128.

U.S. Can Corporation is a leading manufacturer of steel containers
for personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.

At September 28, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about #352 million.


US AIRWAYS: Will Consolidated Piedmont & Allegheny Airline Ops.
---------------------------------------------------------------
US Airways Group, Inc., will consolidate the operations of two of
its wholly owned subsidiaries, Allegheny Airlines Inc., and
Piedmont Airlines Inc., with a target effective date of March 31,
2004.

As part of the transaction, Piedmont Airlines will operate the
entire de Havilland Dash-8 fleet.  Allegheny and Piedmont
currently operate 82 Dash-8s, with 41 flown by Allegheny and 41
flown by Piedmont, but the Dash-8 fleet size will likely decrease
as more regional jets are brought into the US Airways Express
network.

"We have an ongoing review of every aspect of our business to find
ways to operate more efficiently and compete more effectively, and
the consolidation of these two carriers will optimize the assets
of both companies," said Bruce Ashby, president of US Airways
Express.  "Turboprop aircraft will still have a role in our
network, but it is inefficient to have two wholly owned Dash-8
operators with duplicative overhead functions for a shrinking part
of the company.  We believe it provides the best outcome for our
employees."

Members of the US Airways Express management are meeting today
with representatives of the respective organized labor groups for
Allegheny and Piedmont to share details of the proposed
consolidation.

The preferred option is to merge Allegheny into Piedmont, allowing
for the orderly transition of the Allegheny employees into
Piedmont.

The other and less-preferred option would be a partial asset
transfer to Piedmont, the liquidation of the remaining Allegheny
assets, and the shutdown of the Allegheny operation.  Ashby said
this option can be avoided through the timely conclusion of labor
agreements about representation and work rules.

"Our focus is going to be on the orderly consolidation of the two
carriers, because that is clearly in the best interest of our
employees, customers and shareholders.  The timeline is short
because we believe it is best to resolve issues quickly so that
our employees have a clear understanding of what the future holds
for them," said Ashby.

The US Airways Express network comprises nine carriers operating
more than 2,000 flights daily, serving nearly 150 destinations in
the U.S., Canada, and the Caribbean.  The three wholly owned
subsidiaries are Allegheny Airlines, Piedmont Airlines and PSA
Airlines and the affiliate carriers are Air Midwest, Chautauqua
Airlines, Colgan Air, Mesa Airlines, Shuttle America and Trans
States Airlines.


VOLUME SERVICES: Elects Steinmayer as SVP & Drewes as Exec. VP
--------------------------------------------------------------
Volume Services America Holdings, Inc. (AMEX:CVP)(TSX:CVP.UN)
announced that Janet L. Steinmayer was promoted to senior
executive vice president, general counsel and secretary and
Douglas A. Drewes was elected executive vice president, effective
immediately.

Steinmayer, who has been with the company 10 years, served as
corporate vice president, general counsel and secretary until she
was promoted to executive vice president in January of 2000. She
is responsible for the legal, human resources, risk management,
investor relations and marketing departments of the company and
will in addition take on responsibility for information services.

Drewes, who has been with the company for 26 years, was named
regional vice president in 1986 and promoted to senior vice
president in 2002. Drewes will be responsible for approximately
80 of the catering, concessions and merchandise accounts of the
company.

"We are delighted to have Janet and Doug in these new roles,
helping to lead our business initiatives in their respective
areas," said Lawrence E. Honig, chairman and chief executive
officer. "They have demonstrated the leadership which will serve
as a strong foundation as we go forward."

Centerplate, the tradename for Volume Services America Holdings,
Inc.'s operating businesses, is a leading provider of catering,
concessions, merchandise and facilities management services for
sports facilities, convention centers and other entertainment
venues. Visit the company online at http://www.centerplate.com/  

                         *    *    *

As previously reported, Moody's Investors Service withdrew all its
ratings for Volume Services, Inc.

                        Withdrawn Ratings

        - B1 $184 million secured Bank Loan rating
        - B3 $100 million 11.25% senior subordinated notes
            (2009) rating
        - B1 Senior implied rating, and
        - B2 Long-term issuer rating.


WESTERN APARTMENT: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Western Apartment Supply & Maintenance Company
        2980 S. Kihei Road
        Kihei, Hawaii 96753

Bankruptcy Case No.: 04-00072

Debtor Affiliate filing separate chapter 11 petition:

     Debtor                               Case No.
     ------                               --------
     Great West Properties, Inc.          04-00073

Type of Business: The Debtor operates the Best Western Maui
                  Oceanfront Inn in Kihei, Maui, Hawaii.  

Chapter 11 Petition Date: January 12, 2004

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Jerrold K. Guben, Esq.
                  Reinwald O'Connor & Playdon
                  733 Bishop Street, Floor 24
                  Honolulu, HI 96813
                  Tel: 808-524-8350
                  Fax: 808-531-8628

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Thomas Cole                   Trade Debt                 $78,516

Phoenix Asset Advisors, Inc.  Trade Debt                 $32,000

Hawaii Tourism LLC            Trade Debt                 $24,998

Chris Hart & Partners         Trade Debt                 $17,368

Guest Supply                  Trade Debt                  $2,859

American Hotel                Trade Debt                  $2,429

Office Max                    Trade Debt                  $1,798

Passport Magazine             Trade Debt                  $1,390

Safekeeper                    Trade Debt                  $1,343

AT & T                        Trade Debt                  $1,127

Maui News                     Trade Debt                  $1,057

All Computer Service          Trade Debt                  $1,062

Safelok                       Trade Debt                  $1,043

Maui News                     Trade Debt                  $1,037

Absocold Corporation          Trade Debt                    $929

Maui Plastics                 Trade Debt                    $856

Expanets                      Trade Debt                    $821

Jobline                       Trade Debt                    $618

Jobline Express               Trade Debt                    $618

Travel Industry Association   Trade Debt                    $575

Microcom                      Trade Debt                    $550


WILLIAMS: Subsidiary Commences Open Season on Transco Pipeline
--------------------------------------------------------------
A unit of Williams (NYSE: WMB) is holding an open season from Jan.
14 to Feb. 13 for firm transportation service on its Transco
natural gas pipeline system.

New service from the Central New Jersey expansion project is
anticipated to be available in November 2005, subject to Federal
Energy Regulatory Commission approval.

"This expansion project is designed to meet the growing market
demand in the Northeast, while honoring our customer commitment
and respecting our capital discipline," said Doug Whisenant,
senior vice president of Williams' natural gas pipeline business.  
"This proposal is a reasonable and responsible step that meets
those criteria."

Interested shippers may subscribe for up to 150,000 dekatherms per
day of capacity.  The project will begin at Transco's Zone 6 at
Station 210 and extend to locations along the Trenton-Woodbury
line.

For additional information regarding the Central New Jersey  
expansion project contact Bill Sansom at (713) 215-3367 or Joan
Harris at (713) 215-2904.  Shippers must complete and return the
transportation service request by 5 p.m. CST on Feb. 13, 2004.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com/

As reported in Troubled Company Reporter's October 16, 2003
edition, Fitch Ratings affirmed The Williams Companies, Inc.'s
outstanding senior unsecured notes and debentures at 'B+'. Also
affirmed are outstanding credit ratings for WMB's wholly-owned
subsidiaries Northwest Pipeline Corp., Transcontinental Gas Pipe
Line Corp., and Williams Production RMT Co. The Rating Outlook for
each entity has been revised to Positive from Stable. Details of
the securities affected are listed below.

The following is a summary of outstanding ratings affected by the
action:

   The Williams Companies, Inc.

        -- Senior unsecured notes and debentures 'B+';
        -- Feline PACs 'B+';
        -- Senior secured debt 'BB';
        -- Junior subordinated convertible debentures. 'B-'.

   Williams Production RMT Co.

        -- Senior secured term loan B 'BB+'.

   Northwest Pipeline Corp.

        -- Senior unsecured notes and debentures 'BB'.

   Transcontinental Gas Pipe Line Corp.

        -- Senior unsecured notes and debentures 'BB'.


WORLDCOM INC: Judge Gonzalez Approves Verizon Settlement Pact
-------------------------------------------------------------
The Worldcom Debtors and Verizon Communications, Inc. dispute
whether "reciprocal compensation" is payable for the exchange of
telephone calls destined for Internet service providers.
"Reciprocal compensation" arrangements are intended to compensate
one party for the costs it incurs to transport and terminate
certain types of telecommunications traffic that originates on
the network of the other party.  The payments are generally
assessed on a per minute basis.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP, tells the
Court that the Debtors and Verizon disagree as to whether the
Interconnection Agreements require Verizon to pay reciprocal
compensation to the Debtors for calls made by Verizon customers
to the Debtors' customers, which are Internet service providers.  
Since 1997, the Debtors have been advocating their position that
Verizon should pay the reciprocal compensation on calls made by
its customers to the Debtors' ISP customers.  Verizon, on the
hand, believes that the reciprocal compensation is not owed on
these calls.  Numerous cases have been initiated in federal and
state courts, private arbitrations, the Federal Communications
Commission and state commission proceedings, on this issue.  The
results have been mixed, and many of the cases remain pending.

The FCC has addressed whether federal law requires the payment of
reciprocal compensation for calls made to ISPs.  In 1999, and
again in 2001, the FCC issued rulings addressing the compensation
for ISP-bound calls.  The U.S. Court of Appeals for the D.C.
Circuits has reviewed the rulings, and the issue remains subject
to FCC's further review and determination.  It is unclear when
the FCC will act on the questions pending before it, and what the
outcome of the FCC's deliberation will be.

                       Pending Litigation

Together with all unasserted reciprocal compensation and related
claims, and an unrelated contract rate dispute pending before the
New York Public Service Commission, the litigation relating to
the reciprocal compensation dispute between the parties is
currently pending before the FCC, as well as before state
commissions and federal and state courts in:

   -- California,
   -- the District of Columbia,
   -- Florida,
   -- Maryland,
   -- Massachusetts,
   -- Michigan,
   -- New Hampshire,
   -- New Jersey,
   -- New York,
   -- North Carolina,
   -- Pennsylvania, and
   -- Texas.

In the Litigation, the Debtors assert claims against Verizon for
hundreds of millions of dollars.

Given the extensiveness of the Litigation, the Debtors incurred,
and will continue to incur, significant costs in prosecuting the
Litigation absent a settlement.  It is presently unknown whether
the Debtors will prevail in the Litigation.  The Litigation
raises complex issues of telecommunications law, contract law,
and federal and state jurisdiction, Mr. Perez says.

Other considerations raised by the Litigation include:

   * If the Debtors are unsuccessful in the Litigation, they may
     be required to reimburse Verizon for reciprocal compensation
     payments that Verizon claims it was inappropriately required
     to make to them;

   * Even if the Debtors are successful in establishing the  
     applicability of reciprocal compensation to ISP-bound
     traffic, they may, nonetheless, be further required to
     resolve follow-on disputes concerning the appropriate
     contractual rate at which the compensation is payable to
     them; and

   * In some cases, the Debtors may also be required to
     demonstrate the volume of traffic for which compensation is
     due.

Given these uncertainties, the Litigation is likely to be
substantially protracted, Mr. Perez says.

Additionally, whether or to what extent carriers like the Debtors
and Verizon will remain entitled to compensation for the exchange
of ISP-bound traffic, as a matter of federal law, remains
unresolved.  The FCC is now analyzing this issue but has not
issued an order supplanting or reaffirming its existing
compensation regime.  This unresolved status causes uncertainty
in the parties' prospective contractual relationships.  

                     The Settlement Agreement

To resolve the Litigation without the costs and uncertainty
associated with the ongoing disputes, and establish a definite
and clear rate regime for intercarrier compensation for local
traffic, the parties agree that:

   (a) Verizon will pay $169,000,000 in cash to the Debtors;

   (b) The Litigation will be dismissed with prejudice and the
       parties will execute mutual releases;

   (c) A three-year rate regime for intercarrier compensation
       between the Debtors and Verizon for local traffic,
       including vNXX, UNE-P, and ISP-bound traffic, will be
       established.  The rates will apply to all of the Debtors'
       local exchange carriers and all Verizon local exchange
       carriers;

   (d) The Interconnection Agreements will be amended to
       implement these terms and provisions, including
       the implementation of the new rate structure; and

   (e) Nothing in the provisions constitutes an admission as to
       the truth or validity of any claim.

Mr. Perez contends that the Settlement Agreement is fair and
reasonable under the circumstances and in no way unjustly
enriches any of the Parties.  The Settlement Agreement:

   -- provides the Debtors with a $169,000,000 cash payment;

   -- relieves the Debtors of any potential liability to Verizon
      for the reimbursement of reciprocal compensation amounts
      previously paid by Verizon to them;

   -- disposes of extensive, lengthy, and expensive litigation
      which has distracted the Debtors' management for six years;
      and

   -- establishes a clear and definite rate system for
      telecommunications traffic between the parties.

Given these tangible and significant benefits, Judge Gonzalez
approves the terms of the Settlement Agreement. (Worldcom
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


XTO ENERGY: Proposes Public Offering of $400 Mill. Senior Notes
---------------------------------------------------------------
XTO Energy Inc. (NYSE: XTO) intends to commence a public offering
of $400 million of Senior Notes due 2014.  Proceeds of the
offering are expected to fund $249 million in recently announced
property acquisitions and to pay down bank debt under the
Company's revolving credit facility.

The Company also announced that as a result of the increase in its
corporate credit rating by Standard & Poor's to an investment
grade, all liens on producing properties and other collateral that
secured the Company's $800 million revolving credit facility have
been irrevocably released.

The offering will be made under the Company's effective shelf
registration statement.  Lehman Brothers and JP Morgan will be
joint book-running managers for the offering.  Copies of the
preliminary 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; or JP Morgan, Prospectus
Department, 270 Park Avenue, 8th Floor, New York, New York 10017,
Attention: Corporate Bonds Syndicate, 212-834-4533.

XTO Energy Inc. (S&P, BB+ Corporate Credit Rating, Positive
Outlook) is a premier domestic natural gas producer engaged in the
acquisition, exploitation and development of quality, long-lived
gas and oil properties.  The Company, whose predecessor companies
were established in 1986, completed its initial public offering in
May 1993.  Its properties are concentrated in Texas, New Mexico,
Arkansas, Oklahoma, Kansas, Wyoming, Colorado, Alaska and
Louisiana.


* Morrison & Foerster Names Karen Hagberg to Head NY Office
-----------------------------------------------------------
Morrison & Foerster LLP has named Karen L. Hagberg Managing
Partner of the firm's New York office.  Ms. Hagberg takes over
from Howard E. Heiss, who completed a three-year term as head of
the office at year end. The New York office has 138 attorneys.

"This office has a strong foundation in several areas of business
transactions and litigation that are growing in importance for the
entire firm," said Ms. Hagberg, a litigation partner who first
joined the New York office 17 years ago. "I intend to continue
pressing for growth in those practice areas and expect to see the
New York office play an increasingly key role in the firm's
future," she said.

Ms. Hagberg also expects to continue developing the Japan
practice, which links Japanese and American lawyers in Morrison &
Foerster's Tokyo office with a group of Japan-savvy stateside
attorneys, many of whom are in New York. Ms. Hagberg spent five
years in the Tokyo office and headed its litigation practice. She
returned to New York in August 2002. In November, American Lawyer
magazine called Morrison & Foerster's Japan practice "a model for
the future."

Ms. Hagberg's own practice focuses on litigation and arbitration
of complex commercial cases, in particular intellectual property
and antitrust matters. She advises both domestic and international
companies on IP-related issues, including patent litigation and
licensing, trademark and copyright. She supervised a multinational
patent litigation which involved suits in 11 venues around the
world on behalf of Fujitsu Limited against Samsung, and she is
currently representing Fujitsu in patent litigation relating to
plasma display technology.  Ms. Hagberg has also overseen a number
of internal investigations involving price fixing and other
matters.

Through the last three years as the economy struggled, the New
York office nonetheless diversified and thrived under Mr. Heiss.
The office's litigators have had continued success, with
significant recent growth in the IP litigation and counseling
practice, along with victories and favorable settlements in
several consumer class action and tax cases. The white collar
defense practice has become one of the more visible practices
nationally. And the office is serving as liaison counsel in one of
the largest securities class actions ever.

Lawyers from the office's technology transactions and M&A groups
have participated in some of the largest IT outsourcing deals
undertaken by U.S. and foreign companies. The real estate group
has been involved in financing, development and acquisition of
some of the most well-known properties in the U.S. and abroad. The
bankruptcy group advised creditors and debtors involved in several
of the largest Chapter 11 filings and corporate restructurings in
history.

In 2003 alone, the New York office made several notable practice
expansions and lateral hires, including the addition of several
prominent partners who create innovative structured products and
derivative securities; and the initiation of a wealth-management
practice counseling high-net-worth individuals on protecting their
assets. Additionally, the office carved out a larger space in its
building at 51st Street and Sixth Avenue, in anticipation of
robust growth in 2004.

"The New York office has more than held its own in the last
several years, growing in some key areas during a difficult
economic period," said Keith C. Wetmore, Chair of the Firm. "When
business sectors that drove the economy in the late '90s slowed
down, Howard moved the office forward through expansion in other
areas. In addition, he continued to build what has become a
preeminent white collar practice. We congratulate Karen on her new
role and expect continued success in New York under her
stewardship."

Morrison & Foerster LLP -- http://www.mofo.com/-- is one of the  
world's largest law firms, with approximately 1,000 lawyers in 19
offices worldwide.


* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States
-----------------------------------------------------
Author:     Sarkis J. Khoury
Publisher:  Beard Books
Softcover:  292 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587981505/internetbankrupt

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers.  Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.  
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today.  With its nearly 100 tables
of data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come.  And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S.  In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms.  Foreign acquisitions of U.S. companies grew from 20 in
1970 to 188 in 1978.  The tables had turned an Americans were
worried.  Acquisitions in the banking and insurance sectors were
increasing sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions.  Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plans, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets;  relative technological position; balance of
payments and economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979.  His historical review
includes foreign firms' industry preferences, choice of location
in the U.S., and methods for penetrating the U.S. market.  He
notes the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive.  He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term.  Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective.  Khoury's
research broke new ground and provided input for economic policy
at just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton.  He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.

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

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

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

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

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

                          *********

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

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

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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