TCR_Public/040120.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, January 20, 2004, Vol. 8, No. 13

                          Headlines

360NETWORKS: Court Allows Balch's $1.6MM General Unsecured Claim
ABC-NACO INC: Knight Equity Markets Discloses 14.9% Equity Stake
ADELPHIA COMMS: Court OKs Bond & Pecaro as Appraisal Consultants
ADF GROUP: Further Cuts Workforce as Part of Restructuring Plan
AES CORP: Will Host Fourth-Quarter Conference Call on February 5

AGWAY INC: Files Chapter 11 Plan and Disclosure Statement
AIR CANADA: Ontario Court OKs Amended Trinity & GECAS Agreements
ANC RENTAL: Plan Confirmation Hearing Moved to April 6, 2004
APPLIED EXTRUSION: Hosting Q1 2004 Conference Call Tomorrow
ARVINMERITOR: Selects Sypris Solutions for Outsourcing Contracts

AURORA FOODS: Court Fixes Solicitation and Tabulation Procedures
BUILDERS PLUMBING: Committee Brings-In Gardner Carton as Counsel
CABLE & WIRELESS: XO Comm. Pitches Bid to Acquire Certain Assets
CABLE & WIRELESS: Receives Final Approval for $100M DIP Facility
CABLE & WIRELESS: Carl Icahn Wants GTG Disqualified from Auction

CABLETEL COMMS: Working Capital Insufficient to Meet Obligations
CENTENNIAL COMMS: Prices $325MM Senior Unsecured Debt Offering
CENTENNIAL COMMS: S&P Rates $750 Million Secured Bank Loan at B-
CONTINENTAL AIRLINES: Gordon Bethune Plans to Retire by Year-End
CORNING INC: S&P Revises Outlook to Stable on Ongoing Progress

COVANTA: Confirmation Hearing Continued to Mar. 3
CPT HOLDINGS: Earns Court Nod to Hire Ivey Barnum as Attorneys
DII INDUSTRIES: Brings-In Gollatz Griffin as Special Counsel
DIRECTV LATIN AMERICA: Secures 3rd Exclusive Period Extension
E*TRADE FIN'L: Ends Acquisition Talks with TD Bank Fin'l Group

ECHOSTAR: Secures Temporary Restraining Order against Viacom
EL PASO: Merchant Energy Unit Sells 25 Domestic Power Plants
ENRON: Hearing on PUHCA Exemption Request Set for February 2
ENRON: Alan Quaintance Taps Nixon Peabody as Special Counsel
ENRON CORP: Creditor Committee Sues Fallon to Recover $3 Million

EXTREME NETWORKS: Second-Quarter Net Loss Narrows to $5.6 Mill.
FACTORY 2-U STORES: Nasdaq Will Delist Shares on Thursday
FIRST UNION: Fitch Hatchets 2 Note Classes from 2 Issues to BB-
FLEMING COMPANIES: Marigold Demands Payment of $1.5MM PACA Claim
GENCORP INC: Schedules Annual Shareholders' Meeting for March 31

GERDAU AMERISTEEL: Schedules Q4 Conference Call for January 28
GMX RESOURCES: Closes Private Placement of $1M Debt and Warrants
GREAT AMERICAN FIN'L: Offering $75 Million 7.25% Sr. Debentures
HARNISCHFEGER: Wants to Inspect Beloit Trust's Books and Records
HEALTHSOUTH: Cures Remaining Payment Default & Retires Debentures

HOLLINGER INC: Press Holdings Int'l Launches Takeover Bid
HOLLINGER INC: Board Intends to Review Press Holdings Proposal
HOLLINGER INC: Appoints Richard Rohmer and Andre Bisson to Board
HOLLINGER: Ravelston & Argus Selling 78% Equity Stake for $178MM
HOLLINGER INT'L: Will Continue to Cooperate in SEC Investigation

HOLLINGER INT'L: Sues Hollinger Inc. et al. Seeking $200M Damages
HOLLINGER INT'L: David Radler Says Directors' Lawsuit Lacks Merit
I-STAT: Abbott Laboratories Launches Tender Offer for All Shares
ICOWORKS INC: Unit Secures $750,000 in Financing Commitment
IMPERIAL PLASTECH: Wins Permanent US Bankruptcy Court Injunction

IT GROUP: Wants More Time to Move Pending Actions to Del. Court
JAG MEDIA: Enters into LOI to Acquire Great Eastern Securities
KAISER ALUMINUM: Asks Court to Clear Pechiney Settlement Pact
KMART: Asks Court to Expunge $35M of Debit Balance Vendor Claims
LAIDLAW INC: Discloses Contingent Bonuses Offered

LAND O'LAKES: Completes Amendments to Senior Credit Facilities
LIN TV: Debenture Resale Registration Statement is Now Effective
MAGMA DESIGN: Recurring Losses Raise Going Concern Doubt
MANALEE HOTELS: Case Summary & 20 Largest Unsecured Creditors
MARLIN LEASING: Fitch Upgrades Ratings on Series 2000-1 & 2001-1

MILLER PUBLISHING: Case Summary & 20 Largest Unsecured Creditors
MIRANT CORP: Restructures Atlanta Lease Agreement with Cousins
MIRANT CORP: Obtains Final Approval of Blackstone's Engagement
NEW COURSE: Case Summary & 20 Largest Unsecured Creditors
NORTHWEST AIRLINES: Will Host 4th-Quarter Conference Call Friday

ONE PRICE CLOTHING: Sun One Price Backs Proposed Turnaround Plan
OWENS CORNING: Court Approves Settlement with Nova Chemicals
PARMALAT: Commissioner Confirms He's Not Selling Aussie Assets
PC CONNECTION: Will Publish Fourth-Quarter Results on January 29
PERFECT MATCH: Voluntary Chapter 11 Case Summary

PHOTOWORKS: Streamlines Operations Under Realignment Strategy
POSITIVE ACCESS: Voluntary Chapter 11 Case Summary
PREMCOR REFINING: Fitch Places Debt Ratings on Watch Positive
PREMCOR: S&P Affirms BB- Ratings and Maintains Negative Outlook
R.H. DONNELLEY: Appoints Thomas D. D'Orazio VP and Controller

RCN CORP: Pepco Holdings Monitoring RCN's Debt Restructuring
RED DOT: Thomas Carroll Must Return Funds from Company's Account
REMINGTON ARMS: S&P Cuts Rating to B Over Poor Sales Performance
REPTRON ELECTRONICS: Bankruptcy Court Confirms Chapter 11 Plan
ROYAL OLYMPIC: Allows Lenders to Proceed with Sale of Vessels

ROYAL OLYMPIC: Leonidas Xanthakos Named to Board and as New CEO
RSJ DEVELOPMENT: Voluntary Chapter 11 Case Summary
SIX FLAGS: Increases Term Loan & Redeems Some 9-3/4% Senior Notes
SOLUTIA INC: Court Approves $525 Million Citibank DIP Financing
SOLUTIA INC: Signs-Up Kroll Zolfo as Bankruptcy Consultant

STATION CASINOS: Declares Quarterly Dividend Payable on March 4
STOLT OFFSHORE: Revises Proposals to Increase Capital by $200MM
STONE & WEBSTER: Court Confirms Third Amended Joint Reorg. Plan
STRUCTURED ASSET: Fitch Affirms 15 & Downgrades 2 RMBS Ratings
SUMMITVILLE TILES: Gets Nod to Hire McDonald Hopkins as Counsel

SUN HEALTHCARE: Wants Claim Objection Deadline Moved to Mar. 16
SYMONS INTERNATIONAL: BDO Seidman Resigns as Independent Auditor
TEMBEC: Shuts Down Ontario Newsprint Paper Machine Indefinitely
UNITED AIRLINES: AFL-CIO Wants to Prevent Retiree Health Care Cuts
UNITED AIRLINES: Enters Stipulation to Assume Denver Airport Lease

UNITED RENTALS: Commences Tender Offer for 10-3/4% Senior Notes
UNITED STEEL: Wants More Time to File Schedules and Statements
US AIRWAYS: Has Until March 31, 2004 to Challenge Claims
USG CORP: Interior Unit Sells Relocatable Walls Biz to Ultrawall
WESTERN REFINING: Completes Gulf Coast-El Paso Pipeline Connection

WICKES INC: Waiver of Default Under Bank Facility Expires
WMC MORTGAGE: Fitch Affirms 13 Class Ratings & Removes Watch
WORLD AIRWAYS: Reaches Tentative Labor Agreement with Pilots
WORLDCOM INC: November 2003 Net Loss Narrows to $23 Million

* Large Companies with Insolvent Balance Sheets

                          *********

360NETWORKS: Court Allows Balch's $1.6MM General Unsecured Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court rules that the 360networks Debtors'
objection to Balch Enterprises, Inc.'s Claim No. 120200 has been
resolved and the Claim is allowed as a general unsecured claim for
$1,625,000.  

The Court will hear the remaining unresolved objections to 52
Claims on January 28, 2004 at 10:00 a.m. Eastern Standard Time or
on a later date the Court will establish.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber  
optic communications network products and services worldwide. The
Company filed for chapter 11 protection on June 28, 2001 (Bankr.
S.D.N.Y. Case No. 01-13721), obtained confirmation of a plan on
October 1, 2002, and emerged from chapter 11 on November 12, 2002.  
Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at Willkie
Farr & Gallagher, represents the Company before the Bankruptcy
Court.  When the Debtors filed for protection from its creditors,
they listed $6,326,000,000 in assets and $3,597,000,000 in
liabilities. (360 Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


ABC-NACO INC: Knight Equity Markets Discloses 14.9% Equity Stake
----------------------------------------------------------------
Knight Equity Markets, L.P. (formerly Knight Securities, L.P.) of
Jersey City, New Jersey, beneficially owns 2,975,142 shares of the
common stock of ABC-NACO Inc., which amount represents 14.97% of
the outstanding common stock of the Company.  Knight holds sole
power to vote, or to direct the vote, of the 2,975,142 shares, as
well as dispose of, or direct the disposition of, the entire
2,975,142 shares.

ABC-NACO, Inc., filed for Chapter 11 protection on October 18,
2001 (Bank. N.D. Ill. Case No. 01-36484) (Wedoff, J.) and
completed a sale of its assets to TCF Railco Acquisition Corp.
(owned by owned by Three Cities Funds III, L.P.) in late 2001
for $75 million (subject to certain adjustments and assumption
of certain liabilities).  The assets sold included all of the
United States operating assets of the Company's Rail Products,
Track Products and Rail Services units  together with the stock
of the Company's subsidiaries in Europe and its joint ventures  
in China.  The Canadian and Mexican subsidiaries in the Rail
Products Group were not included in the TCF Transaction.  Steven
B. Towbin, Esq., and Matthew A. Swanson, Esq., at D'Ancona &
Pflaum, represent the Debtors.  Since the Company has senior
secured bank and other debt in excess of $170 million, it is
unlikely that there will be proceeds available to satisfy the
claims of unsecured creditors or to provide any recovery to
shareholders.  


ADELPHIA COMMS: Court OKs Bond & Pecaro as Appraisal Consultants
----------------------------------------------------------------
The Adelphia Communications Debtors sought and obtained the
Court's authority to employ Bond & Pecaro, Inc. as appraisal
consultants to continue to assist the Debtors with, among other
things, appraisals of their various assets.  

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, informs the Court that since January 29, 2003, the Debtors
employed B&P as an ordinary course professional.  Due to the
volume of assets that must be appraised in these cases, the
Debtors determined that it is necessary to expand B&P's role.

According to Ms. Chapman, B&P provides its clients with
financial, valuation, and strategic consulting services, with a
particular expertise in the broadcasting, cable television,
wireless, publishing and Internet industries.  In addition, B&P
provides its clients with other services, including expert
testimony, property tax consultation, market research,
feasibility studies, strategic consulting, and financial and
economic analysis.  B&P's major clients include AT&T, Cable One,
CBS, Comcast, Cox Enterprises, Fox-News Group, General Electric-
NBC, The Hearst Corporation, The New York Times, Young
Broadcasting, and many others.  B&P appraised over 4,000
technology and media properties, including broadcasting, cable
publishing, telecommunications, and technology businesses.

B&P understands the Debtors' businesses and structures and has
vast expertise in the kinds of appraisals that the Debtors
require.  Thus, the Debtors believe B&P is well qualified to
serve as their appraisal consultants in these Chapter 11 cases.

Specifically, B&P will provide:

   (1) appraisals and valuations of franchise agreements,
       subscriber base assets, and other tangible and intangible
       assets;

   (2) comprehensive appraisals and valuations of certain
       acquisitions completed by the Debtors prior to the
       Petition Date; and

   (3) intangible asset impairment testing.

B&P will be compensated on a project-by-project basis, as agreed
between the Debtors and B&P, or an hourly basis, plus
reimbursement of actual and necessary expenses incurred by B&P.  
The hourly rates payable to B&P range between $250 and $350 for
principals, and between $60 and $225 for other employees.  All of
B&P's rates are subject to periodic, ordinary course,
adjustments.  

Timothy S. Pecaro, a principal at B&P, reports that in October
2002, B&P received $11,441 from the Debtors for work completed
prior to the Petition Date.  On November 18, 2003, B&P returned
the full payment to the Debtors.  In addition, B&P billed the
Debtors an additional $3,864 for work completed after the
Petition Date, but prior to being retained as an ordinary course
professional.  B&P will waive this outstanding postpetition
claim.  During the 90 days before the Petition Date, on June 18,
2002, B&P received a $171 payment from the Debtors on account of
work performed in March 2002.  B&P has outstanding prepetition
claims against the Debtors for fees and expenses for $52,230,
which includes the $11,441.

Since the Petition Date, the Debtors owe B&P $49,277 for billed
but unpaid fees and expenses through October 31, 2003.  In March
2003, B&P was paid $31,450 in fees and $128 in expenses by the
Debtors.  In May 2003, B&P was paid $85,475 in fees and $149 in
expenses by the Debtors.  In August 2003, B&P was paid $126,759
in fees and $482 in expenses.

Mr. Pecaro assures the Court that B&P did not represent and has
no relationship with these entities, 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. Pecaro further discloses that the principals and employees of
B&P:

   (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)


ADF GROUP: Further Cuts Workforce as Part of Restructuring Plan
---------------------------------------------------------------
ADF GROUP INC. (ticker symbol: DRX/TSX) announces that as per its
restructuring plan implemented in 2002-2003, and in order to
adjust its operations to the significant slowdown in the steel
superstructure industry, the Company continues to reduce its
workforce. During the month of January 2004, an additional 95
persons will be affected by these additional temporary layoffs.

Jean Paschini, Chairman of the board and chief executive officer
mentions that "we have accomplished a lot so far to reduce our
expenses, but the situation remains difficult and we do not
foresee any improvement in the non residential construction sector
before the third quarter of 2004. In this context, we continue to
emphasize on the reduction of our operating costs, the collection
of our receivables and the on-going negotiations and settlements
of outstanding additional contractual works. We will continue to
adjust the number of employees according to the level of
activity".

The Company is actively bidding on projects throughout North
America and abroad, and continues to focus on the projects
offering good profit margins.

ADF's Management sincerely thanks its personnel for its excellent
work and sustained efforts during this period of reorganization.

ADF Group Inc. is a North American leader in the design,
engineering, fabrication and erection of complex steel
superstructures, as well as in architectural metal work. ADF is
one of the few players in the industry capable of handling highly
technically complex megaprojects on fast-track schedules in the
commercial, institutional, industrial and public sectors.

At October 31, 2003, the Company's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $40 million, while its total shareholders' equity is further
whittled down to $24 million, from about $70 million nine months
ago.


AES CORP: Will Host Fourth-Quarter Conference Call on February 5
----------------------------------------------------------------
The AES Corporation (NYSE: AES) will provide a live and recorded
web cast of its conference call dated Thursday, February 5, 2004.
The call will be available online at http://www.aes.com/under the  
Investor Relations section.

The live web cast will begin at 9:00 am (Eastern Standard Time) on
Thursday, February 5, 2004, with the replay beginning shortly
after the completion of the live call. The replay will be
available until 6:00 pm on Friday, February 13, 2004.

Also, a telephonic replay of the call will be available from
approx. 12:00 pm on Thursday, February 5, until 6:00 pm on Friday,
February 13 (Eastern Standard Time). Please dial (877) 519 4471.
The system will ask for a reservation number, please enter 4410785
followed by the pound key #. International callers should dial
(973) 341 3080.

AES -- whose senior unsecured debt is rated at 'B' by Fitch -- is
a leading global power company comprised of contract generation,
competitive supply, large utilities and growth distribution
businesses.

The company's generating assets include interests in 118
facilities totaling over 45 gigawatts of capacity, in 28
countries. AES's electricity distribution network sells 89,614
gigawatt hours per year to over 11 million end-use customers.

For more general information visit http://www.aes.com/


AGWAY INC: Files Chapter 11 Plan and Disclosure Statement
---------------------------------------------------------
Agway, Inc., submitted its proposed Chapter 11 Plan and Disclosure
Statement to the U. S. Bankruptcy Court for the Northern District
of New York.

A Bankruptcy Court hearing has been scheduled for February 26,
2004 at 10:00 a.m. in Utica, NY to determine the adequacy of the
information provided in the Disclosure Statement. Until the
Bankruptcy Court makes its determination on the Disclosure
Statement, the information contained in the Disclosure Statement
should not be relied on for any purpose and solicitation of
creditors' votes on the Plan is not permitted.

The proposed Plan contemplates two distinct chapter 11 plans --
the Agway Chapter 11 Plan that substantively consolidates the
Agway, Inc., Agway General Agency, Brubaker Agronomic Consulting
Services LLC, Country Best Adams, LLC and Country Best-DeBerry LLC
chapter 11 cases, and the FCI Chapter 11 Plan, which pertains
solely to Agway's wholly-owned subsidiary Feed Commodities
International LLC chapter 11 case.

The Plan is a plan of liquidation that contemplates the sale of
all of the company's assets and the distribution of available
proceeds to creditors. To date, the company has sold all of its
major assets except Agway Feed & Nutrition, which remains for
sale.

In the proposed Disclosure Statement, the company estimates
recoveries for each Agway and FCI class of claims and equity
interests. Among the Agway classes are the following estimated
recoveries:

Secured claims consist of the claims of various mortgagees and
other secured creditors of Agway. As of December 17, 2003, the
company estimated allowed claims in this class of approximately
$1.5 million. The estimated recovery is 100 percent.

General unsecured claims consist primarily of claims of holders of
Agway's Subordinated Debt Securities, suppliers and other vendors.
While the aggregate amount of general unsecured claims timely
filed against Agway approximates $1 billion, the company estimates
that on completion of the claims resolution process the aggregate
amount of allowed general unsecured claims would range from
approximately $475 million to $500 million. The estimated
aggregate recovery is 54 to 66 percent. The company estimates that
when the Plan goes effective, the anticipated initial distribution
to holders of general unsecured claims will be in the range of 30
to 40 percent of the amount of their claim. The remaining
distributions will be made at the end of each subsequent six-month
period or more frequently as cash becomes available for
distribution.

Retiree benefit claims consist primarily of two ancillary pension
plan benefits (a $5,000 death benefit and a $600 per month benefit
for eligible under age-65 retirees who previously participated in
the company's employee/retiree medical program) and the company-
paid over age-65 retiree prescription drug benefit. In order to
resolve the retiree benefit claims, Agway intends to seek a
modification of its overfunded pension plan such that, subject to
available funding and obtaining requisite governmental approvals,
eligible participants in the two ancillary benefits would elect to
receive from the pension plan either a lump sum or lifetime
annuity generally equal to 62.5 percent of the value of their
eligible claim. Eligible participants in the over age-65 retiree
prescription drug program would elect to receive from the pension
plan either a lump sum or lifetime annuity generally equal to the
greater of $1,350 or the company's cost of the participating
beneficiaries' average annual usage (based on the period beginning
January 1, 2002 and ending May 31, 2003) multiplied by 2.25. If
these proposed modifications to the pension plan cannot be
effectuated in whole or in part, then affected prepetition retiree
benefit claims will be treated as general unsecured claims.

The company said that the treatment of certain retiree benefit
claims was negotiated consensually with the Official Committee of
Unsecured Creditors and the Official Committee of Holders of
Retiree Benefit Claims. In addition, the company said that the
proposed modifications to the pension plan will have no impact on
the ability of the pension plan to meet its vested benefit
obligations to employees, former employees and retirees. The
Retiree Committee is expected to formally endorse the Plan at or
prior to the February 26, 2004 Bankruptcy Court hearing.

Under the United States Bankruptcy Code, equity interests are
subordinate to secured and unsecured claims. As such, the company
anticipates no recovery for the holders of its preferred and
common stock.

With respect to the FCI Chapter 11 Plan, the company said that the
estimated recovery for secured claims is 100 percent and the
estimated aggregate recovery for general unsecured claims is 95 to
100 percent.

If the Bankruptcy Court approves the adequacy of the Disclosure
Statement, a vote solicitation package, including a copy of the
Plan, or, if amended, the amended Plan, and a ballot will be
mailed to Agway and FCI creditors who are eligible to vote. Those
eligible voters will be asked to accept or reject the Plan. At the
conclusion of the vote solicitation process, the Court will
conduct a plan confirmation hearing, which Agway has requested to
be held at the end of March 2004. If creditors accept the Plan,
and it is confirmed by the Court, distributions will commence on
the date that the Plan goes effective.

In addition to filing the proposed Plan with the Bankruptcy Court,
Agway intends to file its proposed Plan with the Securities and
Exchange Commission -- http://www.sec.gov/  

If Agway's Disclosure Statement is approved for mailing to
creditors, it will be made available at http://www.agway.com/

Agway, Inc. is an agricultural cooperative owned by 69,000
Northeast farmer-members. On October 1, 2002, Agway, Inc. and
certain of its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.


AIR CANADA: Ontario Court OKs Amended Trinity & GECAS Agreements
----------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

              Court Approves Amended Trinity Agreement

Justice Farley of the Ontario Superior Court approved the
amendments to the Trinity Equity Investment Agreement submitted on
December 19, 2003. The Air Canada Board of Directors reconfirmed
its selection of Trinity Time Investments as the company's equity
plan sponsor on December 21,
2003. The investment is $650 million for approximately 31 per cent
of the equity of the Company.

          Court Approves GECAS Global Restructuring Agreement
    
Justice Farley also approved a global restructuring agreement with
GE Capital Aviation Services (GECAS) on the restructuring of all
GECAS financed and managed aircraft as well as respecting new exit
and aircraft financing totaling approximately USD $1.5 billion.
    
"Two further cornerstones of the Air Canada restructuring have now
been approved by the Court," said Calin Rovinescu, Executive Vice
President and Chief Restructuring Officer. "With these approvals,
the key process of selecting an equity plan sponsor has now been
completed. The GECAS agreement is also pivotal to our successful
emergence as it provides critical exit and new aircraft financing
as well as a restructuring of about one-third of our fleet.
    
"With the support of Trinity, the equity plan sponsor, we expect
to now proceed expeditiously to complete the remaining steps to
exit CCAA protection - resolution of the pension deficit funding,
completion of the fleet restructuring, the Teplitsky arbitration
respecting the acquisition of Embraer and Bombardier aircraft, the
complex claims process and finally, the corporate reorganization
and submission of the Company's Plan of Arrangement."


ANC RENTAL: Plan Confirmation Hearing Moved to April 6, 2004
------------------------------------------------------------
The hearing to confirm the ANC Rental Debtors' proposed Plan was
initially scheduled for January 7, 2004.  

Literally 36 hours before the scheduled Confirmation Hearing, the
Debtors and the Official Committee of Unsecured Creditors were
informed that certain creditors, including Lehman Brothers, intend
to assert large administrative expense claims against the estates.  
If those claims, and other unknown potential claims of a similar
magnitude, are filed and ultimately allowed by the Court -- which
allowance the Debtors reserve the right to challenge -- then the
Debtors' ability to establish Plan feasibility could be
materially, and adversely, effected.

To "flush out" these and other potential administrative expense
claims, which the Debtor need to do to establish Plan feasibility
at the Confirmation Hearing, the Debtors and the Committee
promptly decided to ask the Court to continue the Confirmation
Hearing until early April 2004.

Accordingly, Judge Walrath will continue the Confirmation Hearing
on April 6, 2004 at 11:30 a.m. Eastern Time.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). Brad Eric Scheler, Esq., and
Matthew Gluck, Esq., at Fried, Frank, Harris, Shriver & Jacobson
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$6,497,541,000 in assets and $5,953,612,000 in liabilities. (ANC
Rental Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


APPLIED EXTRUSION: Hosting Q1 2004 Conference Call Tomorrow
-----------------------------------------------------------
Applied Extrusion Technologies, Inc. (NASDAQ NMS - AETC) will hold
a conference call tomorrow at 9:00 AM to discuss its financial
results for the first fiscal quarter ended December 31, 2003.

To listen live via the Internet, visit the Investor Relations
section of AET's Web site at http://www.aetfilms.com/ To access  
the conference call by phone, dial 1-888-394-8045 and reference
access code "AET Call". A taped replay of the conference call will
also be available from approximately 12:30 PM Eastern Time on
January 21, 2004 until midnight on January 28, 2004. To listen to
the replay, dial 1-877-519-4471 from within the U.S. or 973-341-
3080 from outside the U.S. and enter access code 4443669.

Applied Extrusion Technologies, Inc. (S&P, B Corporate Credit
Rating, Negative Outlook) is a leading North American developer
and manufacturer of specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
applications.


ARVINMERITOR: Selects Sypris Solutions for Outsourcing Contracts
----------------------------------------------------------------
Sypris Solutions, Inc. (Nasdaq/NM:SYPR) signed a letter of intent
with ArvinMeritor, Inc. (NYSE:ARM) to serve as a key supplier for
the manufacture of trailer axle beams and a variety of drive train
components for ArvinMeritor.

The outsourcing arrangement is expected to begin in phases over
the next several years and is forecast to cover an estimated $75
million of business per year when completed, based upon current
market conditions. The initial terms of the contracts vary, but in
each case represent a long-term, multi-year commitment to the
supply arrangement. The proposed deal includes the extension of an
existing contract between the parties through 2009.

The components to be manufactured will be incorporated into final
axle assemblies for sale to commercial vehicle OEMs such as
Freightliner, International, Mack, Paccar and Volvo, and to
trailer manufacturers such as Dorsey, Great Dane, Stoughton,
Trailmobile, Utility and Wabash, among others. Under the proposed
agreement, Sypris will acquire ArvinMeritor's Kenton, Ohio plant
that specializes in the manufacture of trailer axle beams. The
operation currently employs approximately 190 people.

The transaction remains subject to the satisfactory completion of
due diligence, the execution of definitive agreements, and the
receipt of board and regulatory approvals, among others. The
closing of the purchase of the Kenton plant is also conditioned
upon the ratification of a new collective bargaining agreement by
the members of the P.A.C.E. International Union. The parties hope
to complete all transactions by March 31, 2004.

Commenting on the announcement, Jeffrey T. Gill, president and
chief executive officer of Sypris Solutions, said, "We are very
pleased to have the opportunity to expand and extend our long-term
strategic partnership with ArvinMeritor. When completed, these
contracts are expected to add new business to our existing plants
in Kentucky, Ohio and North Carolina, while expanding our product
scope into trailer axle beams with the addition of the Kenton
plant."

Sypris Solutions is a diversified provider of technology-based
outsourced services and specialty products. The Company performs a
wide range of manufacturing and technical services, typically
under multi-year, sole-source contracts with major corporations
and government agencies in the markets for aerospace and defense
electronics, truck components and assemblies, and for users of
test and measurement equipment. For more information about Sypris
Solutions, visit its Web site at http://www.sypris.com/  

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/


AURORA FOODS: Court Fixes Solicitation and Tabulation Procedures
----------------------------------------------------------------
At the Aurora Foods Debtors' request, the Court established
procedures and relevant deadlines for the solicitation and
tabulation of votes to accept or reject the Debtors' First Amended
Plan.

                    Plan Confirmation Hearing

Judge Walrath will convene a hearing on February 17, 2004, at
12:30 p.m. to consider the confirmation of the Debtors' Plan.  
The confirmation hearing date may be continued from time to time,
by way of announcement of the continuance in open court, or
otherwise informing the Court, without further notice to parties-
in-interest.

Judge Walrath authorizes the Debtors to provide notice of the
Confirmation Hearing to all interested parties.  The Notice must
contain:

   (a) the Disclosure Statement approval,

   (b) the Confirmation Hearing date and time,

   (c) the deadline and procedures for filing objections to the
       Plan,

   (d) the Solicitation Record Date,

   (e) the deadline to cast Plan votes,

   (f) the Plan's release provisions, and

   (g) the treatment of assumed or rejected executory contracts
       or unexpired leases under the Plan.

The Confirmation Hearing Notice will be sent by mail.  The Notice
will also be published in the national editions of The Wall
Street Journal or The New York Times by January 15, 2004, and may
be accessed through the website of the Debtors' Notice and Voting
Agent, Bankruptcy Services Inc.  

The Debtors will include a copy of the Confirmation Hearing
Notice in the solicitation materials to be mailed by BSI to:

   (a) the Holders of the Claims and Interests in Classes 1
       through 8 under the Plan;

   (b) the Indenture Trustees for the Debt Securities;

   (c) the Securities and Exchange Commission;

   (d) the United States Trustee; and

   (e) all other Parties who requested notice in writing under
       Rule 2002.

                 Confirmation Objection Deadline

The deadline for filing and serving Plan confirmation objections
is February 9, 2004, at 4:00 p.m.  Confirmation Objections, if
any, must:

   (a) be in writing;

   (b) comply with the Bankruptcy Code, the Bankruptcy Rules, and
       the Local Bankruptcy Rules; and

   (c) contain the name of the objector and the nature and amount
       of any claim or interest asserted  by the objector
       against, or in the Debtors, their estates, or their
       property;

   (d) state with particularity the legal and factual bases for
       the objection, including suggested language to be added or
       existing language to be amended or deleted; and

   (e) be filed with the Court, together with a proof of
       service, and served by personal service, overnight
       delivery, or first-class mail, so as to be received no
       later than the Confirmation Objection Deadline, by:

       A. Counsel for the Debtors

          Skadden, Arps, Slate, Meagher & Flom LLP
          One Rodney Square
          Four Times Square
          New York, New York 10036-6522
          Attn: Sally McDonald Henry, Esq.

       B. United States Trustee

          U.S. Department of Justice
          The Office of the United States Trustee
          District of Delaware
          844 North King Street
          Wilmington, Delaware 19801
          Attn: Mark S. Kenney, Esq.

       C. Counsel for the Prepetition Lenders

          Simpson Thacher & Bartlett LLP
          425 Lexington Avenue
          New York, New York 10017
          Attn: Peter Pantaleo, Esq.

       D. Counsel for the Creditors Committee

          Debevoise & Plimpton
          919 Third Avenue
          New York, New York 10022
          Attn: Steven R. Gross, Esq.

       E. Counsel for J.W. Childs

          Kaye Scholer LLP
          425 Park Avenue
          New York, New York 10022
          Attn: Ed Emrich, Esq.
          Richard Smolev, Esq.

       F. Counsel for J.P. Morgan Partners

          0'Melveny & Myers
          30 Rockefeller Plaza
          New York, New York 10112
          Attn: Adam Harris, Esq.

       G. Counsel for C. Dean Metropoulos & Co.

          Paul, Weiss, Rifkind, Wharton & Garrison L.L.P.
          1285 Avenue of the Americas
          New York, New York 10019-6064
          Attn: Robert M. Hirsch, Esq.

The Court will overrule or refuse to consider Confirmation
Objections not timely filed and served.

                       Voting Deadline

Judge Walrath sets February 9, 2004, 5:00 p.m., as the deadline
for creditors to submit:

   -- ballots for voting to accept or reject the Plan and to
      elect to receive either cash or equity; and

   -- election forms for choosing to receive bondholder trust
      interests.

On January 13, 2004, the Debtors transmitted solicitation
packages to voting creditors and relevant notices to non-voting
creditors.  A Solicitation Package contains a copy of (i) the
Confirmation Hearing Notice, (ii) the Amended Disclosure
Statement including the Amended Plan and exhibits, and (iii) the
Solicitation Procedures Order.  The Debtors also mailed the
Solicitation Packages, by first-class mail, to:

   (a) the U.S. Trustee;

   (b) the indenture trustees for the Debtors' debt securities;

   (c) the Holders of Class 6 Claims;

   (d) the Securities and Exchange Commission; and

   (e) all parties who requested notice in writing under
       Bankruptcy Rule 2002.

For the votes to be counted, Ballots and Election Forms must be
returned to BSI on or before the Voting Deadline by:

   (a) mail in the return envelope provided;
   (b) overnight delivery; or
   (c) hand delivery.

Ballots or Election Forms submitted by facsimile transmission
will not be counted.

The Debtors have the absolute right to extend, by oral or written
notice to BSI, the period of time during which Ballots or
Election Forms will be accepted for any reason including, but not
limited to, determining whether or not the requisite acceptances
have been received by making any public announcement.  The
Debtors will not have any obligation to publish, advertise or
otherwise communicate any public announcement, other than by
issuing a news release through the Dow Jones News Service.

          Objections to Claims and Temporary Allowance
                  of Claims for Voting Purposes

The Debtors' deadline to object to claims for voting purposes is
January 26, 2004.  

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, creditors have until February 7, 2004, at 4:00 p.m. to
file and serve requests seeking the temporary allowance of their
claims for purposes of voting to accept or reject the Plan.  Any
party timely filing and serving a Rule 3018(a) request will be
given a ballot and permitted to cast a provisional vote to accept
or reject the Plan.  If the Debtors and the party are unable to
resolve the issues raised by Rule 3018(a) request before the
Voting Deadline, the Court will determine during the Confirmation
Hearing whether or not the provisional ballot will be counted.

Unless they obtain a Court order temporarily allowing their claim
for voting purposes in an amount deemed by the Court, these
creditors will not be entitled to vote on the Plan:

   (a) Creditors who filed a proof of claim against the Debtors:

       -- in an unliquidated amount, in whole or in part; or

       -- that reflects the claim as contingent or disputed, in
          whole or in part; or

   (b) Creditors who filed a proof of claim that is listed in the
       Plan as being, in whole or in part:

       -- disputed, contingent or unliquidated or which is listed
          as zero or in an unknown amount, and that has been
          superseded by a proof of claim asserting an
          unliquidated amount; or

       -- contingent, disputed or unliquidated, as to which the
          Debtors have not filed an objection.

Any claim to which a separate objection has been filed before
January 26, 2004 -- whether to the entire claim or a portion of
the claim -- will not be entitled to vote on the Plan and will
not be counted in determining whether the requirements of Section
1126(c) have been met unless:

   (a) the claim has been temporarily allowed for voting purposes
       pursuant to Rule 3018(a) and in accordance with the
       Solicitation Procedures Order; or

   (b) on or before the Voting Deadline, the objection to the
       claim has been resolved in favor of the creditor asserting
       the claim.

                       Solicitation Record Date

The Court sets January 6, 2004 as the date to determine:

   (a) the creditors and equity holders entitled to receive Non-
       Voting Packages;

   (b) the Class 6 bondholders entitled to vote to accept or
       reject the Plan;

   (c) the Class 6 bondholders entitled to make the Equity
       Election; and

   (d) the bondholders entitled to Subscription Rights.

                 Class 6 Ballot & Election Forms

Class 6 creditors are entitled to vote on the Plan.  Accordingly,
Class 6 creditors will receive a beneficial owner ballot and a
pre-addressed return envelope, along with the Solicitation
Package appropriate for the specific creditor.  All creditor
Ballots will be accompanied by pre-addressed return envelopes
addressed to BSI at Bankruptcy Services Inc., 757 Third Avenue,
3rd Floor, New York, New York 10017.

Class 6 creditors will also receive two election forms, which
will entitle Holders of Allowed Class 6 Claims to subscribe for
Class A Units of CEH LLC.  The Election Form will be distributed
along with the Solicitation Package and will be accompanied by
two pre-addressed return envelopes, one addressed to BSI and the
other addressed to the Claimholder's broker or nominee.

The Debtors also mailed, by first-class mail, to the Holders of
claims in Classes 1, 2, 3, 4, 5, 7 and 8:

   (a) the Confirmation Hearing Notice; and

   (b) the Notice of Non-Voting Status.

The Confirmation Hearing Notice, which will be included as part
of the Non-Voting Packages and the Solicitation Packages and will
be distributed to all the other parties, will direct anyone
wishing to review the Disclosure Statement and the Plan to access
http://www.bsillc.com/or call BSI at (646)282-2420.  

Any party wishing to review the complete Plan and the Disclosure
Statement, or any of its exhibits or appendices will have ample
opportunity to do so, in advance of the deadline for filing and
serving objections to the Plan's confirmation, and before the
Voting Deadline.

       Transmittal to Record Holders of Public Securities

The Solicitation Packages and Non-Voting Packages, as
appropriate, along with the appropriate Ballots and Election
Forms were also mailed to:

   (a) each holder of record of the Debtors' publicly held debt
       and equity securities as of the Record Date; and

   (b) each bank, brokerage or other custodian firm or nominee or
       their agents, identified by BSI, as an entity through
       which beneficial owners indirectly hold Debt Securities or
       equity securities.

To facilitate the mailing, each of the indenture trustees and
transfer agents, including, without limitation, Wilmington Trust,
as the indenture trustee for the Debt Securities and Continental
Stock Transfer & Trust Company -- the transfer agent for the
common stock -- are required to provide the names, addresses,
account numbers, and holdings of the Record Owners and Securities
Intermediaries as of the Solicitation Record Date, in electronic
file on disc or via e-mail or, if not available electronically,
in written form, to the applicable Voting Agent.

The Security Intermediaries, through which beneficial owners hold
Debt Securities or equity securities, will promptly distribute
the Solicitation Packages and Non-Voting Packages, including the
Election Form, or Non-Voting Packages, as appropriate, to the
holders and cooperate with BSI to accomplish the distribution.

         Voting by Beneficial Holders of Debt Securities

The Security Intermediaries, through whom beneficial owners hold
debt securities, will:

   (a) forward the Solicitation Packages, including the Election
       Form, to each beneficial owner of the applicable Debt
       Security for voting, including return envelopes provided
       by and addressed to the Security Intermediaries; or

   (2) prevalidate the Ballot by signing it and by indicating on
       the Ballot the record holder of the Debt Securities voted,
       the principal amount and the appropriate account number,
       and by forwarding the Solicitation Package along with the
       prevalidated Ballot to the beneficial owner of the Debt
       Security for voting, so that the beneficial owner may
       return the completed Ballot and Election Form directly to
       BSI in the return envelope provided in the Solicitation
       Package.

If the Ballots forwarded by a Security Intermediary are not
prevalidated, the Security Intermediary will summarize the
individual votes of its beneficial owners from their beneficial
owner Ballots on an appropriate master ballot, and then return
the Master Ballots to BSI for the Debtors' Debt Securities by the
Voting Deadline.

The Debtors will serve a copy of the Solicitation Procedures
Order on each indenture trustee and Security Intermediary
identified by BSI as an entity through which beneficial owners
hold Debt Securities and equity securities to ensure that they
have advance notice of these procedures.  The Debtors will
reimburse the entities for their reasonable out-of-pocket
expenses incurred in performing the tasks, upon the entities'
written request.

             When No Notice or Transmittal Necessary

No notice or service of any kind is required to be made to any
person whom the Debtors mailed a notice of the meeting of
creditors under Section 341, or any other notice or pleading, and
received the notices or pleadings returned by the U.S. Postal
Service marked "undeliverable as addressed," "moved -- left no
forwarding address," "forwarding order expired" or similar
marking or reason, unless they have been informed in writing of
the person's new address.

                          Vote Tabulation

A.  Votes Counted

Any Ballot timely received that contains sufficient information
to permit the identification of the claimant, and cast as either
an acceptance or rejection of the Plan, will be counted and
deemed to be cast as an acceptance or rejection, as the case may
be, of the Plan.  Ballots timely received that are cast in a
manner that neither indicate an acceptance nor rejection of the
Plan, nor indicate both an acceptance and rejection of the Plan,
will not be counted and will be deemed to constitute an
abstention by the holders with respect to voting on the Plan.  
Each record holder or beneficial owner of any Debt Security who
voted to accept or reject the Plan will be deemed to have voted
the full principal amount of its Claim relating to all Debt
Securities held or owned, notwithstanding anything to the
contrary on any Ballot.

B. Votes Not Counted

These Ballots will not be counted or considered for any purpose
in determining whether the Plan has been accepted or rejected:

   (a) Any Ballot received after the Voting Deadline, unless the
       deadline may have been extended, even if postmarked before
       the Voting Deadline;

   (b) Any Ballot that was sent by facsimile, transmission was
       illegible, or contained insufficient information to permit
       the identification of the claimant;

   (c) Any Ballot that indicated:

       -- neither an acceptance nor rejection of the Plan; or

       -- both an acceptance and rejection of the Plan;

   (d) Any Ballot cast by a person or entity that did not hold a
       claim in a class that was entitled to vote to accept or
       reject the Plan;

   (e) Any unsigned Ballot;

   (f) Any form of Ballot other than the form attached to the
       Order submitted; or

   (g) Any copy of a Ballot without an original signature.

Any party who delivered a valid Ballot for the acceptance or
rejection of the Plan may withdraw, subject to the Debtors' right
to contest the validity of the withdrawal, the acceptance or
rejection by delivering a written notice of withdrawal to BSI at
any time before the Voting Deadline.  A notice of withdrawal, to
be valid, must:

   (a) contain the description of the Claims to which it relates
       on the aggregate principal amount represented by the
       Claims;

   (b) be signed by the withdrawing party in the same manner as
       the Ballot being withdrawn;

   (c) contain a certification that the withdrawing party owns
       the Claims and possesses the right to withdraw the Ballot
       sought to be withdrawn; and

   (d) be received by BSI in a timely manner.

C. Changing Votes

Notwithstanding Rule 3018(a), whenever two or more Ballots
including the Master Ballots are cast voting the same claim
before the Voting Deadline, the last Ballot received before the
Voting Deadline will be deemed to reflect the voter's intent and
thus to supersede any prior Ballots, without prejudice to the
Debtors' right to object to the validity of the second Ballot on
any basis permitted by law, including Rule 3018(a), and, if the
objection is sustained, to count the first Ballot for all
purposes.

D. No Vote Division of Claims or Votes

Except as it may relate to the procedures with respect to Master
Ballots, creditors who vote may not divide their Claims or votes
associated therewith, and must vote all of their Claims within a
particular class either to accept or reject the plan.  A Ballot
partially accepting and partially rejecting the Plan will not be
counted for any purpose.

E. Counting of Ballots from Holders of Debt Securities

Unless the Ballots are prevalidated, all Security intermediaries
through which beneficial owners hold Debt Securities will receive
and summarize on a Master Ballot all beneficial owner Ballots
cast by the beneficial owners they serve and then return the
Master Ballot to BSI by the Voting Deadline.

All Security Intermediaries will retain, for inspection by the
Court, the Ballots cast by beneficial owners for one year after
the Solicitation Record Date.  Votes cast by the beneficial
owners through a Security Intermediary and transmitted by means
of a Master Ballot will be applied against the positions held by
the Security Intermediary as evidenced by the list of record
holders of the applicable Debt Security, or through participation
in a securities depository.  A Ballot will not be counted in
excess of the position maintained by the Security Intermediary on
the Record Date.

To the extent that conflicting, double, or overvotes are
submitted on a Master Ballot, BSI will attempt to resolve the
conflicting, double, or overvote before the Voting Deadline, to
ensure that the votes of beneficial owners of Debt Securities are
accurately tabulated.

To the extent that conflicting, double, or overvotes on a Master
Ballot are not reconcilable before the Voting Deadline, BSI will
be directed to count votes in the Master Ballot in the same
proportion as the votes to accept and reject the Plan submitted
on the Master Ballot that contained the conflicting, double or
overvote, but only to the extent of the applicable Security
Intermediary's position on the Record Date in the Debt Security.

The Security Intermediaries are authorized and directed to
complete multiple Master Ballots.  The votes reflected by the
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 Ballot received before the Voting Deadline will, to
the extent of inconsistency, supersede and revoke any prior
Master Ballot.  The Debtors will retain their 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 be counted.  The rights
of all parties-in-interest will be reserved with respect to which
Master Ballot will be tabulated, if two or more Ballots are cast
voting the same Claim.

                       Service and Notice

Any party-in-interest wishing to obtain a copy of the Disclosure
Statement, the Plan, or any notices may either (a) access
http://www.bsillc.com/or (ii) contact BSI at (646) 282-2420 to  
request for the documents.

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. 5; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


BUILDERS PLUMBING: Committee Brings-In Gardner Carton as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, gave the Official Unsecured Creditors Committee
of Builders Plumbing & Heating Supply Co., authority to hire
Gardner, Carton, & Douglas LLP as Counsel.

The professional services expected of Gardner Carton include:

     a) advising the Committee concerning its rights, powers,
        and duties under section 1103 of the Bankruptcy Code;

     b) advising the Committee concerning (lie administration of
        the Debtors' cases;

     c) advising the Committee concerning possible dispositions
        of property of the Debtors' estates and actions it might
        take to collect and to recover property for the benefit
        of Debtors' estates;

     d) counseling the Committee in connection with the
        formulation, negotiation, and confirmation of a plan of
        reorganization and related documents;

     e) reviewing the nature and validity of liens asserted
        against the property of the Debtors and advising the
        Committee concerning the enforceability of such liens;

     f) investigating and, if necessary, litigating any actions
        pursuant to sections 542 through 550 and section 553 of
        the Bankruptcy Code;

     g) preparing on behalf of the Committee all necessary and
        appropriate applications, motions, pleadings, draft
        orders, and other legal papers;

     h) advising the Committee concerning, and preparing
        responses to, applications, motions, pleadings, notices,
        and other papers that may be filed in these chapter 11
        cases; and

     i) performing all other legal services for and on behalf of
        the Committee that may be necessary or appropriate to
        assist the Committee in satisfying its duties under
        Section 1103 of the Bankruptcy Code.

Gardner Carton's current customary rates are:

          Partners        $450 - $675 per hour
          Counsel To      $500 per hour
          Associates      $240 - $425 per hour
          Paralegals      $170 - $215 per hour

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

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


CABLE & WIRELESS: XO Comm. Pitches Bid to Acquire Certain Assets
----------------------------------------------------------------
XO Communications, Inc. (OTCBB:XOCM.OB), one of the nation's
leading providers of broadband telecommunications services,
submitted a bid for the assets of Cable & Wireless USA Inc. and
Cable & Wireless Internet Services, Inc., jointly known as Cable &
Wireless America (CWA), wholly-owned subsidiaries of Cable and
Wireless plc (NYSE: CWP; LSE: CW).

Details about XO Communications' bid were not released.

XO Communications is a leading broadband telecommunications
services provider offering a complete set of telecommunications
services, including: local and long distance voice, Internet
access, Virtual Private Networking (VPN), Ethernet, Wavelength,
Web Hosting and Integrated voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the United
States. XO currently offers facilities-based broadband
telecommunications services within and between more than 70
markets throughout the United States.


CABLE & WIRELESS: Receives Final Approval for $100M DIP Facility
----------------------------------------------------------------
Cable & Wireless USA, Inc. and Cable & Wireless Internet Services,
Inc., announced that the U.S. Bankruptcy Court in Wilmington,
Delaware has granted final approval for the $100 million debtor-
in-possession (DIP) credit facility being provided by Cable and
Wireless plc (NYSE: CWP; LSE: CW).

As previously announced, CWA and certain of its affiliates filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code on
December 8, 2003, in conjunction with and as a condition to the
proposed sale of substantially all of the CWA assets to an
affiliate of Gores Technology Group, LLC.

Under terms of the DIP facility, CWA can borrow up to $100
million, if needed, to supplement its other sources of liquidity.
To date, CWA has had no borrowings from the DIP facility.

John S. Dubel, CWA's chief executive officer, said: "We are
pleased to have received final Court approval for the DIP
facility, which provides added assurance to our customers and
suppliers that our business operations will continue uninterrupted
through the completion of the sale transaction and reorganization
process."

CWA is among the leading providers of complex hosting and IP
solutions for global enterprises, counting 40% of the Fortune 100
among its customers. Its portfolio of services includes a wide
range of flexible and secure IP connectivity and networking
solutions along with complete and secure infrastructure to support
complex web hosting.

For more information about CWA, go to http://www.cwusa.com/


CABLE & WIRELESS: Carl Icahn Wants GTG Disqualified from Auction
----------------------------------------------------------------
Gores Technology Group, LLC issued the following statement in
response to court papers filed Friday last week by Carl Icahn
asking a bankruptcy court to disqualify GTG from an auction for
the assets of Cable & Wireless USA Inc.

"Mr. Icahn's actions are nothing more than a thinly-veiled attempt
to disrupt the bidding process," GTG said.

"Prior to hiring Brian D. Oliver from XO Communications, GTG and
Mr. Oliver decided that before consummating their agreement, Mr.
Oliver should talk with and receive the blessings of XO
management.  Mr. Oliver did just that.  He told XO's CEO Carl J.
Grivner of his opportunity to join GTG.  Mr. Oliver offered to
refrain from joining GTG until after the bidding process for the
Cable & Wireless assets had been completed.  Mr. Grivner gave Mr.
Oliver his blessing to join GTG immediately.

"We have had no discussions with Mr. Oliver about XO's strategy
relating to Cable & Wireless.  Our discussions were purely on an
operational level.

"This is a classic Carl Icahn tactic."

Gores Technology Group, LLC is a private investment firm focused
on the technology and telecommunications sectors. The firm
combines the seasoned M & A team of a traditional financial buyer
with the operational expertise and detailed due diligence
capabilities of a strategic buyer. Gores has a long standing
record of creating sustainable value in its portfolio companies by
focusing on customers and employees, supporting management with
operational expertise and providing the capital required for
growth. Headquartered in Los Angeles, California, Gores maintains
offices in Boulder, Colorado; New York, New York; London, United
Kingdom; and Zurich, Switzerland. Visit http://www.gores.com/for  
more information.


CABLETEL COMMS: Working Capital Insufficient to Meet Obligations
----------------------------------------------------------------
Cabletel Communications Corp. (AMEX: TTV; TSE: TTV), the leading
distributor of broadband equipment to the Canadian television and
telecommunications industries, announced that, as a result of,
among other things, continued weakness in its market, the Company
does not currently have adequate working capital to meet its
current obligations, thereby putting into doubt the Company's
ability to continue as a going concern.

To address these issues, the Company is actively exploring various
options including (i) raising additional financing through the
issuance of debt or equity securities, (ii) the restructuring of
existing obligations and (iii) selling the Company or certain of
its segments. There can be no assurances that any of these efforts
will be successful and the Company may be required to consider
alternative courses of action including filing a voluntary
petition seeking protection under applicable Canadian and/or U.S.
restructuring laws.

The Company has been in discussions with its lender under its
senior secured revolving credit facility regarding a restructuring
of the Company and addressing the liquidity issues. In addition,
the Company is currently in violation of a number of covenants
contained in that credit facility. The Company is working with its
lender to resolve these matters. However, there can be no
assurance that the Company will be successful in resolving such
matters. In the event that the Company is unable to resolve its
issues with its senior lenders, the lender may call a default of
the amounts outstanding under the loan agreement, an event that
would also result in cross defaults with respect to certain of the
Company's other obligations. In such event, the Company would not
be in a position to satisfy its obligations and would have to
consider alternative courses of action, including, but not limited
to, seeking protection under applicable bankruptcy laws.

The Company also announced that it has terminated its previously
announced negotiation of a restructuring of the payment terms of
its US $2.2 million (approximately US $ 1.2 million of which
remains outstanding) senior subordinated promissory note issued to
one of its major suppliers and has ceased paying amounts owed
under that note. As a result, the supplier has the right to demand
repayment of all outstanding amounts under that note, which is
unsecured and subordinated to the rights of the Company's senior
secured lender under the Company's senior credit facility. If such
a demand is made, the Company will not be in a position to make
those payments and would have to consider alternative courses of
action, including, but not limited to, seeking protection under
applicable bankruptcy laws.

Separately, the Company announced that Ron Eilath has resigned as
the Company's Chief Financial Officer. The Company is in the
process of conducting a search for a successor.

Cabletel Communications offers a wide variety of products to the
Canadian television and telecommunications industries required to
construct, build, maintain and upgrade systems. The Company's
engineering division offers technical advice and integration
support to customers. Stirling Connectors, Cabletel's
manufacturing division supplies national and international clients
with proprietary products for deployment in cable, DBS and other
wireless distribution systems. More information about Cabletel can
be found at http://www.cabletelgroup.com/


CENTENNIAL COMMS: Prices $325MM Senior Unsecured Debt Offering
--------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) priced $325 million
of 8.125% senior unsecured notes due 2014 to be issued in a
private placement pursuant to Rule 144A and Regulation S of the
Securities Act of 1933.

As previously announced, Centennial has received a commitment for
a new $750 million senior secured credit facility, consisting of a
$600 million, seven-year term loan maturing in 2011 and a $150
million, six-year revolving credit facility maturing in 2010. Term
loan borrowings under the new senior secured credit facility,
together with proceeds of the senior notes offering, will be used
to:

-- refinance and replace the Company's existing senior secured
   credit facilities, which have an outstanding principal balance
   of approximately $628 million as of November 30, 2003;

-- fund the repurchase of all of the Company's outstanding
   unsecured subordinated notes due 2009, which are currently
   accruing paid-in-kind interest at a rate of 13.0%. At
   November 30, 2003, the outstanding principal amount, including
   unaccreted value of the equity portion of the Mezzanine Debt,
   was approximately $194 million;

-- fund the redemption of up to $75 million aggregate principal
   amount of the Company's outstanding $370 million 10.75% senior
   subordinated notes due 2008; and

-- pay related fees and expenses.

Completion of each of the new senior secured credit facility and
the senior notes offering is conditioned on the closing of the
other transaction and is expected to occur on or about February 9,
2004. Each transaction is subject to customary closing conditions.
There can be no assurance that either the senior notes offering,
the new senior secured credit facility or the redemption of a
portion of our senior subordinated notes will be consummated as
planned, or at all.

The senior notes to be offered and sold will not be registered
under the Securities Act of 1933 or any state securities laws and
may not be offered or sold in the United States absent
registration under, or an applicable exemption from, the
registration requirements of the Securities Act of 1933 and
applicable state securities laws.

Centennial (S&P, B- Corporate Credit Rating, Negative) is one of
the largest independent wireless telecommunications service
providers in the United States and the Caribbean with
approximately 17.1 million Net Pops and approximately 929,700
wireless subscribers. Centennial's U.S. operations have
approximately 6.0 million Net Pops in small cities and rural
areas. Centennial's Caribbean integrated communications operation
owns and operates wireless licenses for approximately 11.1 million
Net Pops in Puerto Rico, the Dominican Republic and the U.S.
Virgin Islands, and provides voice, data, video and Internet
services on broadband networks in the region. Welsh, Carson
Anderson & Stowe and an affiliate of the Blackstone Group are
controlling shareholders of Centennial. For more information
regarding Centennial, visit its Web sites at
http://www.centennialcom.com/ and  http://www.centennialpr.com/


CENTENNIAL COMMS: S&P Rates $750 Million Secured Bank Loan at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to the
$750 million in secured bank facilities issued by Centennial
Communications Corp.'s subsidiaries, Centennial Cellular Operating
Co. LLC and Centennial Puerto Rico Operations Corp. (Centennial is
the guarantor).

At the same time, a recovery rating of '2' was assigned to the
bank loan. The secured bank loan is rated at the same level as the
corporate credit rating on the company; this and the '2' recovery
rating indicate expectations of a substantial recovery of
principal (80%-100%) in the event of a default. Borrowings from
the new $750 million bank facility, together with proceeds from
the recently issued $325 million senior unsecured notes issuance,
will be used to refinance the $628 million of debt outstanding
under the existing bank facility, as well as to repay about $197
million in 13% payment-in-kind mezzanine debt due in 2009 and
other outstanding debt.

The 'B-' corporate credit rating on Wall, N.J.-based wireless
operator Centennial was affirmed. The outlook is stable.
     
"The corporate credit rating reflects the high business risk
facing Centennial as a regional wireless carrier," said Standard &
Poor's credit analyst Catherine Cosentino. The regional wireless
carriers have faced ongoing competition from the larger national
players, such as Verizon Wireless and AT&T Wireless. Carriers such
as Centennial are disadvantaged relative to the national players
in terms of their ability to offer competitively priced national
plans. Moreover, the national players are expected to continue to
be aggressive in taking share from the regional carriers, given
the fact that overall wireless subscriber growth will continue to
slow because of increased overall wireless penetration.
     
Despite these risks, the company does benefit from a good business
position in the Puerto Rican wireless market, where it is one of
the dominant players. This market is attractive, given its
relatively low wireless penetration vis-?is the U.S. market. It
therefore has good growth prospects, especially since many
residents have begun to use wireless service as a substitute for
wireline service. Average revenue per user from this business has
tended to be higher than that of the U.S. business. The overall
Caribbean ARPU for the three months ended Nov. 30, 2003 totaled
$59, versus $55 in the U.S.
     
Centennial also faces a high degree of financial risk given its
fairly aggressive leverage. Debt to annualized EBITDA totaled 5.5x
(on an operating lease-adjusted basis) for the second quarter of
the fiscal year ending May 30, 2004.


CONTINENTAL AIRLINES: Gordon Bethune Plans to Retire by Year-End
----------------------------------------------------------------
Continental Airlines (NYSE: CAL) announced that its Chairman and
Chief Executive Officer, Gordon Bethune, has informed it that he
has elected to retire effective Dec. 31, 2004, as chairman and
chief executive officer.

Larry Kellner, 44, Continental's president and chief operating
officer, will succeed Mr. Bethune as chairman and chief executive
officer, effective Jan. 1, 2005.

"Larry Kellner is a strong leader with tremendous people,
operational, marketing and analytical skills," said Gordon
Bethune. "We've all worked closely with Larry for nine years, and
he's the perfect choice to succeed me at Continental. In addition,
we've built the best management team in the industry and Larry
will continue to be supported by those same leaders. More
importantly, they lead the 42,000 most professional men and women
in our business."

"I and the rest of the management team look forward to working
together with Gordon during this transitional year," said Larry
Kellner. "We owe our success to Gordon's leadership and his
creation of a culture and management team that work together to
outperform our competitors. Our award-winning employees deliver
the industry's best product. Our management team will remain
focused on giving our employees the tools and the autonomy to
continue to deliver that level of service to our customers."

Kellner was named president and elected to the board in May 2001,
and was given the additional responsibilities of chief operating
officer in March 2003. He joined the airline in 1995 as senior
vice president and chief financial officer and was named executive
vice president and CFO in November 1996.

Continental also announced that it will decrease the size of its
board from 14 members to 10 members, and that current directors
David Bonderman, Pat Foley, Richard Pogue and William Price will
not stand for re-election. The company's remaining 10 members,
including Bethune and Kellner, have been nominated for election at
its March 12, 2004 annual meeting.

"All four directors who are not standing for re-election joined
the board in 1993 and have each substantially contributed to the
company's success," said Gordon Bethune, chairman and chief
executive officer. "Mr. Bonderman led the successful
reorganization of Continental and provided the necessary capital,
focus and energy to cause the company to grow and prosper. Each of
Mssrs. Pogue, Price and Foley gave his unique talents to help
shape our future. We will be forever indebted to each of them."

"It has been a great pleasure working with Gordon and his team,"
said Mr. Bonderman. "Under Gordon's dynamic leadership,
Continental moved 'from worst to first' -- evolving from a
difficult post-bankruptcy period to become a great American
business success story. My colleagues and I wish Gordon and Larry
continued success during this transition year and in the future."

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


CORNING INC: S&P Revises Outlook to Stable on Ongoing Progress
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on 'BB+'-
rated Corning Inc., to stable from negative, reflecting the
company's ongoing progress toward sustainable profitability and
cash generation, diminished uncertainty regarding end-market
conditions, and reduced capital structure risks, including the
composition and amount of debt maturities.

Corning, N.Y.-based Corning had total lease-adjusted debt of $3.1
billion at Sept. 30, 2003.
     
"The rating incorporates expectations that Corning will continue
to make conservative financial policy decisions, including
maintaining a minimum cash balance of around $800 million," said
Standard & Poor's credit analyst Robert Schulz.
     
Telecommunications industry customers are restraining capital
spending, and recovery is not expected before 2005, although
quarter-to-quarter trends are likely to be volatile. Prospects are
brighter in the non-telecommunication business lines--the liquid
crystal display (LCD) and environmental segments in particular.
For example, in LCD flat-glass segment sales (televisions and
monitors), which have grown for eight sequential quarters (7% in
the third quarter), prices are declining, but growth rates and
cost reductions have exceeded price declines. Corning has the No.
1 position in larger LCD panels, which require a
disproportionately larger piece of glass than a smaller use. The
company's environmental-focused businesses are tied to automotive
production but should benefit from increasing regulatory
requirements over time.
     
Liquidity remains adequate and is an important underpinning of the
rating.


COVANTA: Confirmation Hearing Continued to Mar. 3
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will continue the hearing to consider the confirmation of the
Covanta Debtors' First Amended Joint Plan of Reorganization and
the Ogden Debtors' First Amended Joint Plan of Liquidation on
March 3, 2004 at 2:00 p.m., prevailing Eastern Time. (Covanta
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


CPT HOLDINGS: Earns Court Nod to Hire Ivey Barnum as Attorneys
--------------------------------------------------------------
CPT Holdings, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of Connecticut to employ and
retain Ivey, Barnum & O'Mara, LLC as Co-Counsel.

Ivey Barnum is a law firm of approximately 30 attorneys, having
its principal office at Greenwich, Connecticut. Ivey Barnum's
bankruptcy attorneys practice primarily in Connecticut.

Ivey Barnum is expected to:

     a) advise the Debtor of its powers and duties as debtor-in-
        possession;

     b) represent the Debtor with respect to all applications,
        motions, complaints, or other requests and at all
        hearings on matters pertaining to its affairs as debtor-
        in-possession and coordinating the efforts of other
        professionals that may be involved in the various
        matters, proceedings and hearings;

     c) counsel and represent the Debtor concerning the
        administration of claims and numerous other bankruptcy-
        related matters arising in the cases;

     d) assist in the preparation of necessary reports involving
        financial statements, the schedules of assets and
        liabilities, the statements of financial affairs, and
        other reports and documentation required by the
        Bankruptcy Code, the Bankruptcy Rules and the United
        States Trustee; and

     e) perform such other legal services that are desirable and                          
        necessary for the Debtor and coordinating the efforts of
        others engaged in efficiently prosecuting the
        administration of the Chapter 11 case.

The attorneys currently designated to represent the Debtor and
their current standard hourly rates are:

          Melissa Zelen Neier       $350 per hour
          Justin B. Blackball       $200 per hour
          J.T. Knight               $200 per hour

Headquartered in Greenwich, Connecticut, CPT Holdings, Inc., filed
for chapter 11 protection on December 11, 2003 (Bankr. Conn. Case
No. 03-51629).  Melissa Zelen Neier, Esq., Ivey, Barnum, and
O'Mara represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed $24,897
in total assets and $24,007,122 in total debts.


DII INDUSTRIES: Brings-In Gollatz Griffin as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court authorizes the DII Industries, LLC, and
Kellogg, Brown, & Root Debtors to employ Gollatz, Griffin & Ewing,
PC, as their special counsel.  Gollatz will advise and represent
the Debtors with respect to the asbestos and silica related claims
involved in their Chapter 11 cases.  

Gollatz has previously provided legal services to the Debtors.  
Hence, the Debtors believe that the firm is qualified to further
provide services that are necessary to the discharge of their
duties as debtors-in-possession.  The Debtors believe that the
Gollatz attorneys have the experience and expertise required to
perform the necessary tasks.

Gollatz served as the Debtors' national defense counsel for
asbestos and silica-related litigation and provided specific
insurance due diligence services since December 2002 and specific
claims review services since January 2003.  Gollatz will provide
continuing claims review services, claims management services,
insurance due diligence services and support for the Debtors'
insurance recovery efforts, as well as representation with
respect to any attempts to lift the automatic stay.

The Debtors will compensate Gollatz according to its standard
hourly rates for the engagement:

            Shareholders                $215 - 350
            Of Counsel                   170 - 225
            Associates                   120 - 225
            Legal Para-professionals      50 - 125
            Computer Professionals        85 - 125

The Debtors will reimburse Gollatz for all necessary expenses.

Frank H. Griffin, III, a member of Gollatz, attests that the firm
does not hold any interest adverse to the Debtors' estates.  
Gollatz is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

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 AMERICA: Secures 3rd Exclusive Period Extension
-------------------------------------------------------------
DirecTV Latin America LLC, the Official Committee of Unsecured
Creditors and Hughes Electronics Corporation obtained an extension
from the U.S. Bankruptcy Court for the District of Delaware of the
Exclusive Plan Proposal Period to and including February 28, 2004,
and a concomitant extension of the Exclusive Solicitation Period
to and including April 29, 2004. (DirecTV Latin America Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


E*TRADE FIN'L: Ends Acquisition Talks with TD Bank Fin'l Group
--------------------------------------------------------------
E*TRADE Financial Corporation and TD Bank Financial Group jointly
announce that they have mutually agreed to terminate discussions
that could have led to a possible transaction.  

Both companies agree that while there were potential benefits to
concluding a transaction that merited serious discussion, they
were unable to arrive at mutually agreeable terms.

The Toronto-Dominion Bank and its subsidiaries are collectively
known as TD Bank Financial Group. In Canada and around the world,
TD Bank Financial Group serves more than 13 million customers in
three key businesses:  personal and commercial banking including
TD Canada Trust; wealth management including the global operations
of TD Waterhouse; and Wholesale Banking, including TD Securities,
operating in a number of locations in key financial centres around
the globe. TD Bank Financial Group also ranks among the world's
leading on-line financial services firms, with more than 4.5
million on-line customers. TD Bank Financial Group had CDN$274
billion in assets, as of October 31, 2003. The Toronto-Dominion
Bank trades on the Toronto and New York Stock Exchanges under the
symbol "TD".

The E*TRADE FINANCIAL family of companies provide financial
services including brokerage, banking and lending for retail,
corporate and institutional customers.  Securities products and
services are offered by E*TRADE Securities LLC (Member NASD/SIPC).  
Bank and lending products and services are offered by E*TRADE
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.
    
                       *       *       *
    
As reported in the Troubled Company Reporter's January 16, 2004
edition, 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 was the result of E*TRADE's announcement
confirming that it was engaged in discussions with Toronto
Dominion Bank regarding a possible acquisition by E*TRADE of
Toronto Dominion's retail securities brokerage subsidiary, TD
Waterhouse.


ECHOSTAR: Secures Temporary Restraining Order against Viacom
------------------------------------------------------------
EchoStar Communication Corp.'s DISH Network issued the following
statement in response to the decision Friday last week by the U.S.
District Court in San Francisco to grant EchoStar's request for a
temporary restraining order allowing DISH Network to continue
broadcasting Viacom and CBS channels.

"We are pleased that the court recognizes that the interest of the
public is served by this temporary restraining order against
Viacom and CBS; but we are especially pleased that the American TV
viewer will have uninterrupted access to the public airwaves."

EchoStar Communications Corporation (Nasdaq:DISH) (S&P, BB-
Corporate Credit Rating, Stable), through its DISH Network(TM), is
the fastest growing U.S. provider of satellite television
entertainment services with 9 million customers. DISH Network
delivers advanced digital satellite television services, including
hundreds of video and audio channels, Interactive TV, digital
video recording, HDTV, international programming, professional
installation and 24-hour customer service. Headquartered in
Littleton, Colo., EchoStar has been a leader for 23 years in
digital satellite TV equipment sales and support worldwide.
EchoStar is included in the Nasdaq-100 Index and is a Fortune 500
company. Visit EchoStar's Web site at http://www.echostar.com/


EL PASO: Merchant Energy Unit Sells 25 Domestic Power Plants
------------------------------------------------------------
El Paso Merchant Energy, a business unit of El Paso Corporation
(NYSE: EP), agreed to sell 25 domestic power generation facilities
to Northern Star Generation LLC, a wholly-owned subsidiary of AIG
Highstar Generation LLC, for approximately $746 million plus the
assumption of approximately $174 million of consolidated non-
recourse debt, as of December 31, 2003.  

Northern Star Generation LLC and AIG Highstar Generation LLC are
units of AIG Global Investment Group (AIGGIG).

AIGGIG is acquiring these assets on behalf of its private equity
funds, affiliated companies, and third party clients.  AIG
Financial Products Corp. (AIGFP) is providing the acquisition
financing.  AIGGIG comprises a group of international investment
adviser companies which provide advice, investment products and
asset management services to clients around the world.

These power generation facilities are located in seven states
across the country with a net generation capacity of approximately
1,850 megawatts.

AIGGIG Chairman and CEO, Win Neuger, commented that "we are
excited about acquiring these assets as they comprise stable long
term cash flow principally with investment grade rated utilities.  
In addition, AIGFP provides us with proprietary monetization
capabilities for these assets to realize attractive upside."

"We are very pleased with this transaction, which is a major step
in the execution of our long-range plan," said Doug Foshee,
president and chief executive officer of El Paso.  "So far we have
announced or closed $2.3 billion of the $3.6 billion to $3.9
billion targeted under the plan, and we expect additional progress
in the first quarter."

This transaction represents a significant portion of El Paso's
domestic power portfolio, and the transaction is expected to close
during the second quarter of 2004.  The sale is subject to
customary conditions, including the receipt of Hart Scott Rodino
approval and other regulatory approvals.  The proceeds from the
sale will be used for debt repayment and general corporate
purposes.

Lehman Brothers advised the buyer, while Banc of America
Securities LLC served as El Paso's advisor.

An asset sales tracking report is now available on the company's
Web site at http://www.elpaso.com/under the investor relations  
resources section.

El Paso Corporation's (S&P, B Corporate Credit Rating, Negative
Outlook) purpose is to provide natural gas and related energy
products in a safe, efficient, dependable manner.  The company
owns North America's largest natural gas pipeline system and one
of North America's largest independent natural gas producers.  For
more information, visit http://www.elpaso.com/


ENRON: Hearing on PUHCA Exemption Request Set for February 2
------------------------------------------------------------
Northern Border Partners, L.P. (NYSE:NBP) announced that a hearing
date on or about February 2, 2004 has been set by the Securities
and Exchange Commission for Enron's pending application for
exemption from the Public Utility Holding Company Act of 1935
("PUHCA").

On December 31, 2003, Enron and other related entities filed an
application under Section 3(a)(4) of PUHCA. An applicant and its
subsidiaries are entitled to a temporary exemption pursuant to
Section 3c of PUHCA upon the filing of an application in good
faith until the SEC has acted on the application.

As disclosed previously, if Enron does not qualify for an
exemption under PUHCA it must register as a holding company. PUHCA
imposes a number of restrictions on the operations of registered
holding company systems that would affect Enron and its
subsidiaries, including Northern Plains Natural Gas Company and
Pan Border Gas Company, two of the general partners of Northern
Border Partners. Additionally, because of the voting interest held
by Enron through its general partner interests in Northern Border
Partners, the Partnership and certain of its subsidiaries would
also presumptively become subsidiaries within the Enron holding
company system.

Under the Partnership's current practices, the next distribution
is expected to be declared by January 20, 2004, payable on
February 13, 2004. Given the hearing in early February, it is
possible that Enron could be required to register under PUHCA
before February 13. Because of this possibility, the Partnership
does not intend to declare the distribution until Enron has been
granted its exemption. If Enron is required to register, the
Partnership may need to obtain SEC authority to declare and pay
distributions. While the Partnership cannot predict the timing or
the outcome of the SEC actions, it believes that the SEC routinely
grants permission for non-utility affiliates of a holding company
(such as the Partnership) to pay distributions in the normal
course of business.

"It is important to note that, while the Partnership's Policy
Committee does not expect to declare the distribution on January
20th, the Partnership intends to pay its full distribution for the
quarter ended December 31, 2003 once any requisite SEC authority
is received," said Bill Cordes, chairman and chief executive
officer of Northern Border Partners. "If the Partnership becomes
subject to PUHCA, we will make every effort to obtain any required
authority as soon as possible."


ENRON: Alan Quaintance Taps Nixon Peabody as Special Counsel
------------------------------------------------------------
Alan Quaintance, a current Enron Corporation employee, seeks the
Court's authority to retain Nixon Peabody LLP, as his special
counsel effective as of October 9, 2002, pursuant to Sections
327(e) and 330 of the Bankruptcy Code, Rules 2014(a) and 2016 of
the Federal Rules of Bankruptcy Procedure and the Swindler
Employment Order.

In connection with the various Investigations the U.S. government
and administrative entities and agencies commenced on the
Debtors, Mr. Quaintance retained Swidler Berlin Shereff Friedman
LLP to assist him in responding to the Investigation inquiries.  
Robert N.H. Christmas, Esq., at Nixon Peabody LLP, in New York,
tells Judge Gonzalez that on October 8, 2002, Swidler recommended
that Mr. Quaintance retain other counsel.  Thus, on October 9,
2002, Mr. Quaintance retained Nixon Peabody to represent him in
the related governmental inquiries.

Shortly thereafter, Mr. Quaintance's counsel tried but failed to
reach Andrew Weissman of the Enron Task Force to discuss Mr.
Quaintance's status in the Task Force's investigation.  Several
months after that, the Task Force finally made efforts to contact
Mr. Quaintance through Nixon Peabody.  At that time, the Task
Force indicated its interest in obtaining Mr. Quaintance's
cooperation as a witness in its investigation.  Mr. Christmas
reports that Mr. Quaintance has been cooperating, and intends to
continue to cooperate, with the Enron Task Force as a witness in
its investigation.

As counsel, Nixon Peabody provided, and is anticipated to
continue:

   (a) representing Mr. Quaintance as witness in connection with
       the Investigations;

   (b) representing Mr. Quaintance as witness in any litigation
       or arbitration matters relating to the Investigations;

   (c) attending meetings with third parties with respect to the
       Investigations on behalf of Mr. Quaintance;

   (d) appearing before the Bankruptcy Court, or any other
       Court, on behalf of Mr. Quaintance with respect to the
       Investigations;

   (e) facilitating and coordinating communications between Mr.
       Quaintance and other parties in connection with the
       Investigations; and

   (f) performing on behalf of Mr. Quaintance the full range of
       legal services normally associated with the
       Investigations.

Barry J. Pollack, Esq., a member at Nixon Peabody, is
representing Mr. Quaintance in the Investigation.  Mr. Pollack's
hourly rate is $330, subject to rate adjustment from time to
time.  Aside from Mr. Pollack's hourly rate, the firm will also
seek reimbursement of the out-of-pocket expenses incurred.  To
date, Nixon Peabody had devoted attorney time and expenses for
services rendered to Mr. Quaintance totaling at least $30,000.

Mr. Pollack assures Judge Gonzalez that to the best of his
knowledge, the partners and associates of Nixon Peabody do not
have any connection with the Debtors, their creditors or any
other party-in-interest.  In addition, the firm does not hold or
represent any interest adverse to the Debtors or their estates in
the matters to which it is to be engaged.

                          *     *     *

Pursuant to Sections 105(a), 327(e) and 363(b)(1) of the
Bankruptcy Code and the Swidler Order, the Court authorizes the
Debtors to retain Nixon Peabody as Mr. Quaintance's counsel in
connection with the Investigations, nunc pro tunc to July 2,
2003.  The Court reserves its decision on the request to retain
Nixon Peabody nunc pro tunc to July 2, 2003.  The Court will
pursue this matter, should Mr. Quaintance pursue it, only if he
obtains from Swidler an affidavit describing the circumstances of
its recommendation that he seek other counsel. (Enron Bankruptcy
News, Issue No. 93; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ENRON CORP: Creditor Committee Sues Fallon to Recover $3 Million
----------------------------------------------------------------
On the Enron Debtors' behalf, the Official Committee of Unsecured  
Creditors seeks to avoid and recover certain transfers amounting
to $2,900,000, which Enron made to James B. Fallon on February 1,
2001 and October 26, 2001, pursuant to Sections 544, 547, 548 and
550 of the Bankruptcy Code.

Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley & McCloy LLP,  
in New York, contends that the Transfers are avoidable and  
recoverable as a preferential transfer under Sections 547(b) and  
550(a) because the Transfers:

   (a) are considered to be Enron property;

   (b) were made within one year prior to the Petition Date;

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

   (d) were made on account of an antecedent debt owed to Mr.
       Fallon prior to the date on which the Transfers were  
       made; and

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

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

       -- the Transfers were not made; and

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

In the alternative, Mr. Kirpalani states that the Transfers can
be considered as fraudulent transfers in accordance with Section  
548(a)(1)(B) since Enron received less than reasonably equivalent  
value in exchange for some or all of the Transfers.  Moreover, at  
the time of the transfers, Enron was insolvent, or became  
insolvent as a result of the Transfers.

Furthermore, Mr. Kirpalani contends that, in the alternative, the  
fraudulent transfers may be avoidable and recoverable under  
Bankruptcy Code Sections 544 and 550, Sections 270-281 of the New  
York Debtors and Creditors Law or other applicable law given  
that:

   (a) As a direct and proximate result of the Transfers, Enron  
       and its creditors suffered losses by at least $2,900,000;  
       and

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

Thus, the Creditors Committee asks the Court to:

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

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

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

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

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


EXTREME NETWORKS: Second-Quarter Net Loss Narrows to $5.6 Mill.
---------------------------------------------------------------
Extreme Networks, Inc. (Nasdaq: EXTR), a leader in Ethernet
broadband networking solutions, announced financial results for
the fiscal second quarter ended Dec. 28, 2003.

Net revenue for the quarter was $83.4 million compared to $90.2
million in the second quarter of fiscal 2003.  Net loss was $5.6
million and loss per share was $0.05 compared to the net loss of
$19.0 million and a loss per share of $0.17 in the second quarter
of fiscal 2003.

These results are in line with the Company's preliminary
expectations that were announced on December 16, 2003.

The current quarter result reflects a non-cash expense of $1.0
million included in research and development expenses related to a
warrant issued to Avaya, Inc. on October 30, 2003 in conjunction
with the recently announced partnership agreement between Extreme
and Avaya.  Results for the second quarter of last year include
charges of $26.9 million related to restructuring and property and
equipment write-offs.

Cash and cash equivalents and investments at the end of second
quarter were $413 million, representing a $10 million increase
over the prior quarter of fiscal 2004.

"During the quarter, we undertook two major activities that
strengthen our position to catch the next wave in networking --
the availability of our fourth generation technology, the
BlackDiamond 10K chassis switch, and our strategic partnership
with Avaya," said Gordon Stitt, president and CEO. "With these
achievements, and our ongoing commitment to developing innovative
technology that enables our customer to build a network
infrastructure that serves as a strategic asset, we are on the
track to achieve our goal of renewed revenue growth."

Extreme also reiterated its expectations for the March 2004
quarter.  The Company expects revenues to increase sequentially,
to a range of $85 -- $90 million.  The Company also anticipates
that gross margins will improve sequentially and that operating
expenses will be in line with expenses in the current quarter.

Quarterly Business Highlights:

--  Extreme announced the new BlackDiamond 10K Chassis Switch
    Built on its fourth generation silicon technology, the new
    BlackDiamond 10K switch leads the industry in extensibility,
    resiliency and scalability in a 10 Gigabit Ethernet platform.  
    Equipped with a first-of-its kind modular software foundation,
    ExtremeWare XOS, the new BlackDiamond 10K enables customers to
    successfully build a next generation intelligent network core
    and allows them to easily migrate to a single converged
    network.

    With the introduction of the new BlackDiamond 10K, Extreme is
    Delivering on a unique strategy for revitalizing the network
    infrastructure to manage the hundreds of thousands of devices,
    both computing and non-computing, that will be managed from
    the main (core) network.  This strategy includes Extreme's
    Unified Access enterprise edge architecture designed to meet
    the needs of enterprises that have been waiting to deploy a
    single, secure and seamless network for both wired and
    wireless network access.

--  Extreme and Avaya Announce Comprehensive Strategic Alliance

    Extreme and Avaya formed a comprehensive strategic alliance to
    provide businesses around the world with one of the broadest
    arrays of converged technologies and services in the industry,
    all through a single relationship. Together the two Companies
    have agreed to jointly develop and market a range of
    standards-based converged solutions that will integrate
    Avaya's market leading IP telephony solutions and Extreme's
    award-winning Ethernet platforms. As part of the alliance,
    Avaya will be a reseller of Extreme's data networking
    portfolio and provide comprehensive planning, design,
    implementation and management services support through Avaya
    Global Services.

--  Extreme Powers New Advanced Academic Facility

    Extreme's award-winning Ethernet solutions are at the center
    of the new state-of-the-art John Gilbert Reese Center at Ohio
    State University, Newark and the Ohio Technical College.  This
    next generation network infrastructure delivers Gigabit and 10
    Gigabit speeds for a unique advanced academic environment that
    allows students to learn and communicate more effectively.

--  Increased Commitment to the Metro Ethernet Forum

    Extreme's strengthened its participation in the Metro Ethernet
    Forum with the appointment of Craig Easley to the Forum's
    board of directors.

--  Extreme Participates in National Demonstration of IPv6

    Extreme participated in an IPv6 Demonstration Collaborative
    Initiative in conjunction with the University of New
    Hampshire's Interoperability Labs. Extreme Ethernet switching
    platforms prove "ready for deployment" with demonstrated
    interoperability.

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


FACTORY 2-U STORES: Nasdaq Will Delist Shares on Thursday
---------------------------------------------------------
Factory 2-U Stores, Inc.'s (Nasdaq:FTUSQ) common stock will be
delisted from The Nasdaq Stock Market at the opening of its
business on January 22, 2004, subject to the Company's right to
appeal.

The Nasdaq Listing Qualifications Department has notified the
Company of its decision to delist the Company's common stock from
The Nasdaq Stock Market in accordance with Nasdaq Marketplace
Rules 4300 and 4450(f), based upon the following factors:

-- The Company's filing for protection pursuant to Chapter 11 of
   the U.S. Bankruptcy Code on January 13, 2004, and associated
   public interest concerns raised by it;

-- Concerns regarding the residual equity interest of the existing
   listed securities holders; and

-- Concerns about the Company's ability to sustain compliance with
   all of the requirements for continued listing on Nasdaq.

The Company does not intend to appeal Nasdaq's decision and
anticipates that its common stock will be delisted from The Nasdaq
Stock Market in accordance with Nasdaq's determination set forth
above.

Although the Company's common stock will not immediately be
eligible for quotation on the OTC Bulletin Board, the common stock
may become eligible if a market maker files an application in
accordance with SEC Rule 15C2-11 and such application is cleared.
Only a market maker, and not the Company, may file a Form 211.
Pursuant to Nasdaq Marketplace Rules 6530 and 6540, a Form 211
cannot be cleared if the Company is not current in its SEC filing
obligations. Although the Company intends to remain current in its
SEC filing obligations, there can be no assurance that it will do
so or that any market maker will file a Form 211 or that such a
Form 211, if filed by a market maker, will be cleared.

Effective with the opening of trading on January 15, 2004, the
letter "Q" has been appended to the Company's trading symbol.
Accordingly, the trading symbol for the Company's common stock was
changed from FTUS to FTUSQ as of the opening of trading on January
15, 2004.

Factory 2-U voluntarily filed a petition to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 13, 2004, in
order to implement a comprehensive operational and financial
restructuring of its business. The Company is continuing normal
operations.

Factory 2-U Stores, Inc. operates 243 "Factory 2-U" off-price
retail stores which sell branded casual apparel for the family, as
well as selected domestics and household merchandise at prices
which generally are significantly lower than the prices offered by
its discount competitors. The Company operates 32 stores in
Arizona, 2 stores in Arkansas, 65 stores in southern California,
63 stores in northern California, 1 store in Idaho, 8 stores in
Nevada, 9 stores in New Mexico, 1 store in Oklahoma, 14 stores in
Oregon, 34 stores in Texas, and 14 stores in Washington.


FIRST UNION: Fitch Hatchets 2 Note Classes from 2 Issues to BB-
---------------------------------------------------------------
Fitch Ratings has downgraded the following First Union HEL issues:

                         Series 1997-1

          --Class B is downgraded to 'BB-' from 'BBB-'.

                         Series 1997-2

          --Class B is downgraded to 'BB-' from 'BBB-'.

The negative rating actions taken reflect the poor performance of
the underlying collateral in the transaction. The level of losses
incurred has been higher than expected and have resulted in the
depletion of overcollateralization.


FLEMING COMPANIES: Marigold Demands Payment of $1.5MM PACA Claim
----------------------------------------------------------------
Marigold Foods, LLC asks Judge Walrath to force the Fleming
Debtors to immediately reconcile and pay its PACA Claim for
$1,500,361 under the Minnesota Wholesale Produce Dealers Act.

Marigold has assisted in every way to ensure that Fleming had all
of the documentation necessary to reconcile and pay its PACA
claim -- submission of documents, phone calls, and pleadings.  In
response to each phone call, Marigold's counsel was assured that
reconciliation was in process.

Despite these assurances, the Debtors continue to identify
Marigold's claim as unreconciled.  However, neither the Debtors
nor AlixPartners have provided Marigold or its counsel with any
specific information concerning the reconciliation, or any
objections to the PACA claim.  The Debtors continue to ask for
the same information -- and Marigold continues to replicate it.

Most recently, the Debtors told Marigold that its claim would, in
any event, be reduced to zero because the Debtors intend to set
off unpaid prepetition rebates and credits.  This was the first
time in six months that Marigold was advised of the Debtors'
intent to exercise any purported right of set-off.  Marigold has
asked for a detailed calculation of the amount of its prepetition
rebates and credits, which the Debtors believe comprise their
set-off claim, since Marigold's records reflect prepetition
rebates and credits substantially less than its claim.  To date,
the Debtors have not provided any substantiation for their
alleged right of set-off, nor have they "reconciled" or paid the
Claim.

Marigold concludes that the Debtors' actual objective is to avoid
payment on the Claim for as long as possible by raising
groundless objections and withholding information supporting the
Debtors' position.  As a result, Marigold is concerned that the
trust established under the PACA Order is being depleted by
payment of other claims.  There may be insufficient funds
remaining to pay Marigold's Claim.

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)


GENCORP INC: Schedules Annual Shareholders' Meeting for March 31
----------------------------------------------------------------
The Board of Directors of GenCorp Inc. (NYSE: GY) set a record
date of February 2, 2004 at 5:00 p.m. Eastern Standard Time for
determining the shareholders of record entitled to vote at the
Annual Meeting of Shareholders to be held March 31, 2004.

GenCorp is a technology-based company with positions in the
aerospace and defense, pharmaceutical fine chemicals and
automotive industries.  For more information, visit the Company's
Web site at http://www.GenCorp.com/

As previously reported, Standard & Poor's Ratings Services
assigned its 'B+' rating to GenCorp Inc.'s proposed $100 million
contingent convertible subordinated notes due 2024 and placed the
ratings on CreditWatch with negative implications. Standard &
Poor's other ratings on GenCorp, including the 'BB' corporate
credit rating, remain on CreditWatch with negative implications,
where they were placed on Jan. 9, 2004.


GERDAU AMERISTEEL: Schedules Q4 Conference Call for January 28
--------------------------------------------------------------
Gerdau Ameristeel Corporation (TSX: GNA) will host a conference
call to discuss its fourth quarter and year-end financial results
for the period ending December 31, 2003. The Company invites all
interested parties to participate.

    DATE:              Wednesday January 28, 2004

    TIME:              2:00pm, Eastern Time. Please call in 15
                       minutes prior to start time to secure a
                       line.

    DIAL-IN NUMBER:    416-405-9328 or 1-800-387-6216

    REFERENCE NUMBER:  1523665

    LIVE WEBCAST:      http://www.gerdauameristeel.com/(Please  
                       connect to this Web site at least 15
                       minutes prior to the conference call to
                       ensure adequate time for any software
                       download that may be needed to hear the
                       webcast)

    TAPED REPLAY:      416-695-5800 or 1-800-408-3053
                       available until February 4 at midnight.

Phillip Casey, President and CEO of Gerdau Ameristeel, will chair
the call. A question-and-answer session will follow, at which time
the operator will direct participants as to the correct procedure
for submitting questions.

A live audio webcast of the call will be available at
http://www.gerdauameristeel.com/Webcast attendees are welcome to  
listen to the conference in real-time or on-demand for 90 days.

Gerdau Ameristeel (S&P, BB- Corporate Credit Rating, Stable) is
the second largest minimill steel producer in North America with
annual manufacturing capacity of over 6.8 million tons of mill
finished steel products. Through its vertically integrated network
of 11 minimills (including one 50%-owned minimill), 13 scrap
recycling facilities and 26 downstream operations, Gerdau
Ameristeel primarily serves customers in the eastern half of North
America. The Company's products are generally sold to steel
service centers, fabricators, or directly to original equipment
manufacturers for use in a variety of industries, including
construction, automotive, mining and equipment manufacturing.
Gerdau Ameristeel's common shares are traded on the Toronto Stock
Exchange under the symbol GNA.TO.


GMX RESOURCES: Closes Private Placement of $1M Debt and Warrants
----------------------------------------------------------------
GMX Resources Inc., (Nasdaq: GMXR) -- http://www.gmxresources.com/
-- completed a private placement of $1,000,000 of 11% Senior
Subordinated Notes, maturing in 2007, with annual principal
installments prior to maturity of $100,000 and five-year warrants
to purchase 175,000 shares of Common Stock for $1.50 per share
(ten day average share price when marketing of the placement
commenced).

The Company used a placement agent to market the securities.  
Proceeds will be used for completion of wells with proved
developed non producing reserves (pdnp), other production
enhancements, further reduction in current liabilities, placement
fees and transaction costs associated with the transaction.  Work
on the pdnp completions and production enhancements are expected
to begin promptly.

The notes and warrants were not registered under the Securities
Act of 1933 or any applicable state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.

GMX Resources Inc. is an independent natural gas (85%) production
company headquartered in Oklahoma City, Oklahoma.  GMX has 51
producing wells in Texas & Louisiana, several proved developed
non-producing wells, 63 proved undeveloped locations and several
hundred other development locations in 17,000 acres on the Sabine
Uplift of East Texas.  GMX has 7 producing wells in New Mexico.  
The Company's strategy is to significantly increase production,
revenues and reinvest in increasing production.  GMX's goal is to
grow and build shareholder value.

As previously reported in Troubled Company Reporter, GMX Resources
Inc. signed a new note and extension of its existing credit line
of $7,160,000 to mature on March 1, 2004.

The note originally matured on May 1, 2003 and since that date GMX
and its lender have been operating under forbearance arrangements
which required GMX to pay substantially all of its available
monthly cash flow (after payment of current operating expenses) to
the lender. Under the amended agreement, GMX will be required to
make monthly payments of $90,000 in principal plus interest until
the extended maturity date of March 1, 2004.


GREAT AMERICAN FIN'L: Offering $75 Million 7.25% Sr. Debentures
---------------------------------------------------------------
Great American Financial Resources, Inc. (NYSE: GFR) announced an
offering of $75 million of 7-1/4% Senior Debentures due January
23, 2034 by its wholly-owned subsidiary, AAG Holding Company.

The Company has granted the underwriters an option to purchase up
to an additional $11.25 million of Debentures to cover over-
allotments, if any. The Debentures are fully and unconditionally
guaranteed by the Company. The Debentures were priced at 100% of
their principal amount and are redeemable on or after January 23,
2009 at 100% of their principal amount plus accrued and unpaid
interest to the redemption date. The Company has filed an
application to list the Debentures on The New York Stock Exchange.

The closing of the offering is expected to occur on January 22,
2004, and is subject to customary closing conditions. The
Debentures will be sold pursuant to the Company's shelf
registration statement, which was declared effective by the
Securities and Exchange Commission in September 2002.

The net proceeds from the offering will be used to redeem all of
the $75 million liquidation amount of 9-1/4% preferred securities
issued by one of the Company's wholly-owned subsidiary trusts.

GAFRI's (S&P, BB+ Preferred Stock Rating) subsidiaries include
Great American Life Insurance Company, Annuity Investors Life
Insurance Company, United Teacher Associates Insurance Company,
Loyal American Life Insurance Company, Great American Life
Assurance Company of Puerto Rico and Manhattan National Life
Insurance Company. Through these companies, GAFRI markets
traditional fixed and variable annuities and a variety of life,
supplemental health and long-term care insurance.


HARNISCHFEGER: Wants to Inspect Beloit Trust's Books and Records
----------------------------------------------------------------
Joy Global Inc., formerly known as Harnischfeger Industries, Inc.,
asks U.S. Bankruptcy Court Justice Walsh to order a look-see into
the Beloit Liquidating Trust's books and records.

According to Kathleen Marshall DePhillips, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub PC, David J. Boland signed a
Plan Administrator Agreement on behalf of the Beloit Trust, under
which the parties agreed that Judge Walsh would retain
jurisdiction over any disputes under the PA Agreement, and that
the Plan Administrator would "in an expeditious but orderly
manner, liquidate and convert to cash the Liquidating Trust
Assets, make timely distributions and not unduly prolong the
duration of the Liquidating Trust."

As the holder of substantial allowed claims against Beloit, Joy
Global is a beneficiary of the Beloit Trust.  To date, Joy Global
has $28,133,300 in unsecured claims against the Beloit Trust.  In
addition, Joy Global is the beneficial holder of $65,717,605 in
unsecured claims against Beloit.  Thus, in total, Joy Global is
the holder of over 25% of the unsecured claims asserted against
Beloit.

The PA Agreement requires that the Beloit Trust maintain "books
and records relating to the assets and income of the Liquidating
Trust and the payment of expenses . . . in such detail and for
such period of times as may be necessary to enable it to make a
full and proper accounting. . . ."  The PA Agreement further
provides that "beneficiaries shall have the right upon 30 days'
prior written notice delivered to the [Plan Administrator] to
inspect such books and records."

Under this contractual right, Joy Global sent the Beloit Trust a
letter on July 29, 2003, asking that the Trust make certain
financial documents available for its inspection on or before
August 28, 2003.  Among other things, Joy Global asked for profit
and loss statements, balance sheets, statements of cash flow, the
detail of all fees and expenses, and detailed information about
the dollar value of the assets recovered and the costs incurred to
recover those assets.

By letter dated August 18, 2003, the Beloit Trust responded by
providing Joy Global with summary financial information, to most
of which Joy Global already had access.  Significantly, the Trust
did not provide Joy Global with the specific financial documents
requested in the July letter.

Given the "inadequate financial information" provided by the
Beloit Trust in its August letter, Joy Global renewed its request
to inspect the Trust's books and records by an October 7, 2003
letter.  In a letter dated October 27, 2003, the Trust again
refused to permit Joy Global to inspect its books and records,
claiming that Joy Global's request amounted to "nothing more than
an attempt to obtain privileged information with respect to
ongoing litigation" between the Trust and Joy Global.

Joy Global again asked the Beloit Trust for access to its books
and records by letter dated December 19, 2003.  Joy Global assured
the Trust that it did not want to obtain any privileged
information.  Joy Global also emphasized that the Trust could
provide the requested financial information without revealing
privileged information related to the litigation.  Nonetheless,
the Trust refused to permit Joy Global to inspect its books and
records.

Ms. DePhillips assures Judge Walsh that Joy Global seeks to
inspect the Trust's books and records only "because of [Joy
Global's] concerns about the administration" of the Trust.  Two
factors have caused these concerns:

       -- From the summary information received by Joy Global
          from the Trust, it appears that the Trust "has spent
          excessive amounts of cash without any tangible benefit
          to the beneficiaries" of the Trust.

       -- The estimated recovery to the beneficiaries of the
          Trust has dramatically and inexplicably dropped from
          12.95% as of December 31, 2002, to 3.4% as of
          September 30, 2003, despite the fact that the Trust
          has spent millions of dollars attempting to recover
          assets.

As the holder or beneficial holder of over 25% of the unsecured
claims asserted against the Trust, these matters are of grave
concern to Joy Global.

Because the PA Agreement does not require that Joy Global give any
justification or reason for its request to inspect the Trust's
books and records, and Joy Global has provided the required
notice, the Trust should permit Joy Global to inspect its records
and books. (Harnischfeger Bankruptcy News, Issue No. 71;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


HEALTHSOUTH: Cures Remaining Payment Default & Retires Debentures
-----------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) refinanced its
3.25% Convertible Subordinated Debentures due April 1, 2003, from
the net proceeds of a $355 million loan arranged by Credit Suisse
First Boston.

The new senior subordinated term loan has an interest rate of
10.375% per annum, payable quarterly, with a 7-year maturity,
callable after the third year with a premium. HealthSouth also
issued warrants to the lender to purchase 10 million shares of
common stock. Each warrant will have a term of 10 years from the
date of issuance and an exercise price of $6.50 per share.

With this refinancing, HealthSouth is current on all of its
outstanding principal and interest payments due under the
Company's various borrowing agreements. HealthSouth intends to
remain current on all upcoming payments. The Company will seek to
reach agreements with the holders of its other outstanding
indebtedness, which may provide for increased interest rate
provisions or other consent fees, consistent with the leverage
ratios of the Company.

"[Fri]day's financing marks an important milestone in
HealthSouth's ongoing efforts to complete our restructuring," said
Joel C. Gordon, HealthSouth's Acting Chairman. "We appreciate the
support of our noteholders, bank lenders and stockholders and
thank them for their ongoing cooperation. We believe that this
refinancing is a major step towards HealthSouth's full recovery."

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations nationwide and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com/


HOLLINGER INC: Press Holdings Int'l Launches Takeover Bid
---------------------------------------------------------
The board of Press Holdings International Limited, owned by Sir
David and Sir Frederick Barclay, announced that it will launch a
takeover bid to acquire Hollinger Inc., of Canada, the controlling
stockholder of the United States corporation, Hollinger
International Inc., owner of The Daily Telegraph, The Sunday
Telegraph, The Chicago Sun-Times and The Jerusalem Post and
various other local titles.

PHIL has signed an agreement with Ravelston Corporation Limited to
purchase its controlling interest in Hollinger Inc under the
takeover bid.
    
Pursuant to the agreement with Ravelston, PHIL's wholly owned
Canadian subsidiary Press Acquisition Inc. will make the offer to
purchase all of the issued and outstanding retractable common and
preference shares of Hollinger Inc. for cash consideration of
Canadian $8.44 per Common Share, Canadian $9.53 per Series II
Preference Share and Canadian $10.00 per Series III Preference
Share. The closing market prices of Hollinger Inc. shares on
Friday 16 January 2004 was Canadian $3.90 per Common Share,
Canadian $6.40 per Series II Preference Share and Canadian $7.98
per Series III Preference Share. These per share amounts place a
value of Canadian $605.5m on Hollinger Inc. after inclusion of the
principal amount of outstanding debt of Hollinger Inc. of Canadian
$181.7 million.
    
Upon completion of the takeover bid and (if necessary) second-step
acquisition of any shares not tendered, Hollinger Inc. will become
a privately owned company. Press Acquisition will circulate the
offer to Hollinger Inc. shareholders within ten days. The offer
will be open for at least 35 days from that date unless withdrawn
or extended.
    
Completion of the offer for the common shares will be conditional
upon all of the shares of Hollinger Inc. owned or controlled by
Ravelston being tendered. Other customary conditions will apply,
including accuracy of the representations and warranties and
compliance with the covenants of Ravelston in its agreement with
PHIL and receipt of all necessary regulatory approvals. Completion
of the offer for the Series II Preference Shares and the Series
III Preference Shares will be conditional only upon completion of
the offer for the common shares in accordance with its terms.

Press Holdings Limited, the sister company to PHIL and also
controlled by Sir David and Sir Frederick Barclay, owns a group of
newspapers in the UK including The Scotsman, Scotland on Sunday
and The Business. The privately owned businesses, owned by Sir
David and Sir Frederick Barclay, have annual gross revenues of
around US$7bn and include The Ritz Hotel, London, Littlewoods
Stores and the mail order catalogue businesses Littlewoods and
Shop Direct. They also have operations in Japan, Sweden and
Ireland.

Welcoming the news, Sir David Barclay said:

"I am delighted that we have been able to enter into this
agreement and I have no doubt that the financial strength and
direction that we can bring will allow the group to flourish. To
that end we have sent a letter to the Hollinger International Inc.
Board offering to meet with them and a copy of the letter is
attached".


                             Press Holdings International Limited
BY FAX AND OVERNIGHT MAIL    Le Montaigne
                             7 Avenue de Grande Bretagne
                             98000 Monaco
                             (Correspondence address)

    January 18, 2004

    Board of Directors
    Hollinger International Inc
    401 North Wabash Avenue
    Suite 740
    Chicago
    Illinois 60611


    Dear Sirs:

    We wish to take this opportunity to inform the Board of
Directors Hollinger International Inc.  that Press Holdings
International Limited ("PHI") has signed an agreement today with
The Ravelston Corporation Limited and The Lord Black of
Crossharbour, which provides for PHI to make a tender offer for
all outstanding common and preferred shares of Hollinger Inc. The
tender offer will be fully financed at the time of commencement.
Upon completion of the tender offer and second-step acquisition of
any shares not tendered, Hollinger Inc will become a privately-
owned company.
    
We are convinced that PHI's acquisition of Hollinger Inc is in the
best interests of Hollinger International and its stockholders. We
would like to meet with the Board at the earliest possible time,
to discuss in detail the benefits to Hollinger International and
its stockholders that we believe would result from the transaction
and the role we envision for the Board in the process. Aidan
Barclay is prepared to meet with you in person, or, if you prefer,
to speak by telephone.

              Press Holdings International Limited

    PHI is the sister company of Press Holdings Limited, itself
the holding company for a media group which owns and operates the
following newspapers in the UK: The Scotsman Publications, which
includes "The Scotsman", "Edinburgh Evenings News", "Scotland on
Sunday" and, separately, "The Business" newspaper which is printed
and sold throughout the UK and Europe.

    PHI and Press Holdings Limited are both ultimately controlled
by Sir David and Sir Frederick Barclay. Aidan Barclay is the
Chairman and Chief Executive of Press Holdings Limited. Privately-
owned business activities of Sir David and Sir Frederick Barclay
include newspapers (detailed above); hotels - The Ritz, London,
and the Mirabeau, Monte Carlo as well as UK retail businesses -
Littlewoods Stores, Littlewoods mail order catalogues, Index
Catalogue shops and Shop Direct mail order catalogues, and
business operations in Japan, Sweden and Ireland. These businesses
have combined annual gross revenues of over US$7 billion.

    Benefits to Hollinger International and its Stockholders

    After careful study and consideration, we are confident the
acquisition of Hollinger Inc by PHI will provide immediate and
long-term benefits to the stockholders of Hollinger International
for a variety of reasons, including:

    a) Lord Black's controlling interest in Hollinger
       International and his associates' and affiliated companies'
       relationship with Hollinger International and its
       subsidiaries have brought (and most likely will continue to
       bring) significant media controversy to Hollinger
       International. We believe this continued media controversy
       is significantly harming the public image and stock price
       of Hollinger International and undermining its credibility
       in the financial markets. As part of the acquisition, the
       negative media attention should cease.

    b) The purchase of Hollinger Inc by Press Holdings
       International Limited which is part of a financially strong
       and well-managed organisation with extensive experience in
       owning and operating a broad range of industries, including
       UK newspapers, we believe will have a substantial benefit
       on the stock price of Hollinger International as it will
       bring credibility to the company and enable it to
       renegotiate its financial borrowings on improved terms.

    We have carefully considered the potential impact that the
acquisition could have on the financial position and liquidity of
Hollinger International and its subsidiaries and, in particular,
the impact of a change of control on Hollinger International's and
its subsidiaries' debt instruments. We are prepared to work
constructively with the Board and its senior management to ensure
that Hollinger International will continue to have sufficient
financing in place after the acquisition to enable Hollinger
International to continue to operate and grow its businesses.

    Our intentions are well meaning and constructive and we have
no wish to interfere with the review that Lazard LLC has been
instructed to undertake at the direction of the Board as well as
the Special Committee work that is currently being undertaken. We
should mention that we have had a longstanding business
relationship with Lazards spanning some 20 years.

    After completion of the acquisition, we will arrange the
payment to Hollinger International of amounts acknowledged by
Hollinger Inc to be owed to Hollinger International, subject to
confirmation that these amounts are due.

    We would be prepared to explore the possibilities, with the
approval of the Board, of commercial opportunities that exist to
increase shareholder value for all Hollinger International
stockholders. In particular these would include substantial
synergies between the existing Hollinger publications and ours in
the UK.

    We have established a level of trust and confidence in our
ongoing negotiations with Lord Black to ensure a timely and
successful transaction for all parties involved. We believe that
our acquisition of Hollinger Inc is the only viable alternative
that brings to a positive conclusion the existing relationships
among Lord Black and his associates and affiliated companies, on
the one hand, and Hollinger Inc and Hollinger International and
their respective subsidiaries, on the other hand. In addition, our
acquisition of Hollinger Inc removes the uncertainty in the
financial markets regarding the financial health and viability of
Hollinger International.

    It is clear to us that our acquisition of Hollinger Inc is the
best way to start the process of improving stockholder value at
Hollinger International.

    We look forward to hearing from you at your earliest
convenience, so that we can begin discussing how to realise the
benefits of our acquisition of Hollinger Inc for all parties
involved.

    Yours faithfully

    Sir David Barclay

    On behalf of Press Holdings International Limited

    Registered office: 22 Grenville Street, St Helier, Jersey,
                       Channel Islands

                        *     *     *

Hollinger's principal asset is its approximately 72.6% voting and
30.3% equity interest in Hollinger International. Hollinger
International is a global newspaper publisher with English-
language newspapers in the United States, Great Britain, and
Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great Britain,
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area, The Jerusalem Post and The International
Jerusalem Post in Israel, a portfolio of new media investments and
a variety of other assets.

On June 30, 2003, the company's net capital deficit tops $442
million while working capital deficit is at $398.8 million.


HOLLINGER INC: Board Intends to Review Press Holdings Proposal
--------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) stated that its Board of
Directors received a letter from Press Holdings International
Limited with respect to its intended takeover of Hollinger Inc.  

The Company and the Board intend to review the offer for Hollinger
Inc. and its implications for Hollinger International.

Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

                        *     *     *

Hollinger Inc.'s principal asset is its approximately 72.6% voting
and 30.3% equity interest in Hollinger International. Hollinger
International is a global newspaper publisher with English-
language newspapers in the United States, Great Britain, and
Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great Britain,
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area, The Jerusalem Post and The International
Jerusalem Post in Israel, a portfolio of new media investments and
a variety of other assets.

On June 30, 2003, the company's net capital deficit tops $442
million while working capital deficit is at $398.8 million.


HOLLINGER INC: Appoints Richard Rohmer and Andre Bisson to Board
----------------------------------------------------------------
Hollinger Inc., (TSX:HLG.C) (TSX:HLG.PR.B) (TSX:HLG.PR.C)
announced that Richard Rohmer, OC, QC and Andre Bisson, OC have
been appointed as directors of Hollinger.

Major General Rohmer is one of Canada's most decorated citizens.
An RCAF fighter-reconnaissance pilot in World War II, he concluded
his career in the Armed Forces after serving as Chief of Reserves.
He is Counsel to the law firm of Rohmer & Fenn, a best-selling
author, has twice served as chancellor of the University of
Windsor, is the patron of the Toronto branch of St. John's
Ambulance, the Honorary Chief Superintendent of the Ontario
Provincial Police and The Honorary Chief of the Toronto Emergency
Medical Service. His many awards include Officer of the Order of
Canada, Commander of the Order of Military Merit, the
Distinguished Flying Cross, the Order of Ontario and Queen's
Counsel. He formerly served as a director of Standard Broadcasting
Limited, Mediacom Inc., Southam Inc. and Ontario Development
Corporation.

Mr. Bisson has had a lengthy and distinguished career with the
Bank of Nova Scotia and held the titles of Senior Vice-President
and General Manager responsible for the Province of Quebec. Mr.
Bisson has been a member of the Board of Directors of numerous
companies, including, most recently, Power Financial Corporation,
Donahue Inc. and Axa Insurance Canada. He is former Chancellor of
the University of Montreal, is on the Board of Directors of
Transat A.T. Inc., is Chairman of the Advisory Board of Bank
Julius Baer Canada and is a member of the Advisory Board for The
Carlyle Group as well as Pirelli Cable and Systems North America.
Mr. Bisson holds an MBA from Harvard University and is an Officer
of the Order of Canada.

In addition, Messrs. Rohmer, Bisson and Peter G. White have been
appointed as members of Hollinger's Audit Committee.

Hollinger's principal asset is its approximately 72.6% voting and
30.3% equity interest in Hollinger International. Hollinger
International is a global newspaper publisher with English-
language newspapers in the United States, Great Britain, and
Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great Britain,
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area, The Jerusalem Post and The International
Jerusalem Post in Israel, a portfolio of new media investments and
a variety of other assets.

On June 30, 2003, the company's net capital deficit tops $442
million while working capital deficit is at $398.8 million.


HOLLINGER: Ravelston & Argus Selling 78% Equity Stake for $178MM
----------------------------------------------------------------
The Ravelston Corporation Limited and Argus Corporation Limited
(TSX: AR.PR.A, AR.PR.D, AR.PR.B) announce their acceptance of an
offer from Press Holdings International Ltd. (PHIL) for their 78%
holding of retractable common shares of Hollinger Inc. (TSX:
HLG.C, HLG.PR.B, HLG.PR.C) for approximately US$178 million. The
same offer at about CDN $8.44 per share, a 116% premium to
Friday's closing market, will be made to all shareholders.
Ravelston and Argus officers have also promised to tender their
Hollinger Inc. Series II and Series III preferred shares to the
PHIL offer for those securities.

After careful consideration, the directors of both companies have
concluded that this is the best way of removing financial
uncertainty and corporate governance and public relations
controversy from the Hollinger International Inc. (NYSE: HLR)
newspapers, while realizing a representative gain on the original
investments of Ravelston and Argus in Hollinger Inc.

The proprietors of PHIL, Sir David and Sir Frederick Barclay, are
widely respected and successful businessmen and newspaper
proprietors. They have pledged to respect both the process
undertaken by Lazards and the inquiry into various aspects of
Hollinger International's recent financial history undertaken by
the Special Committee.

The chairman of Ravelston, Argus, Hollinger Inc. and Hollinger
International, Lord Black, offered the chairman and counsel of
the Special Committee, Gordon Paris and Richard Breeden, the
right to match any bona fide offer for control of Hollinger Inc.
on January 13, 2004, but they effectively declined that offer on
January 15, and cancelled the scheduled meeting for further
substantive discussions on January 16.

Lord Black said: "It will be distressing to part from the
Telegraph newspapers, the Spectator, the Chicago newspapers and
the Jerusalem Post, in particular, but these fine titles must not
be hobbled any longer by the current controversies and financial
uncertainty. They will be in good and caring hands and we will be
able to focus exclusively on resolving current legal and public
relations concerns."

Hollinger Inc.'s principal asset is its approximately 72.6% voting
and 30.3% equity interest in Hollinger International. Hollinger
International is a global newspaper publisher with English-
language newspapers in the United States, Great Britain, and
Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great Britain,
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area, The Jerusalem Post and The International
Jerusalem Post in Israel, a portfolio of new media investments and
a variety of other assets.

On June 30, 2003, the company's net capital deficit tops $442
million while working capital deficit is at $398.8 million.


HOLLINGER INT'L: Will Continue to Cooperate in SEC Investigation
----------------------------------------------------------------
Hollinger International (NYSE: HLR) consented to the entry of a
Partial Final Judgment and Order of Permanent Injunction against
the Company in an action brought by the Securities and Exchange
Commission in the U.S. District Court for the Northern District of
Illinois.  

The Company has not admitted or denied the allegations in the
SEC's complaint, which allege facts substantially all of which
have previously been disclosed by the Company or alleged in
shareholder derivative suits.  The Order enjoins the Company from
violating provisions of the Securities Exchange Act of 1934,
including the requirements to file accurate Forms 10-K and 10-Q
and keep accurate books and records.  The Order requires the
Company to have the previously appointed Special Committee
complete its investigation and to permit the Special Committee to
take whatever actions it, in its sole discretion, deems necessary
to fulfill its mandate.

If certain actions are taken by the Board of Directors or the
stockholders of the Company that would interfere with the Special
Committee or its ability to carry out its mandate, then the Order
provides for the automatic appointment of Richard C. Breeden,
currently counsel to the Special Committee, as a Special Monitor
of the Company for the primary purpose of completing the ongoing
investigation and protecting the assets of the Company.

The Company is continuing to cooperate with the SEC with respect
to the matters covered by the Order, the continuing investigation
of the Special Committee and ongoing investigation by the
Commission.   The Company intends to continue its active
cooperation with the SEC and other government authorities.  The
SEC has reserved the right to bring additional actions, including
with regard to the matters alleged in the Complaint.

The Company intends to file a Form 8-K with a copy of the
Complaint and the Order promptly.

Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

The company's September 30, 2003, balance sheet discloses a
working capital deficit of about $293 million.


HOLLINGER INT'L: Sues Hollinger Inc. et al. Seeking $200M Damages
-----------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) announced that the
Special Committee of its Board of Directors has filed a lawsuit on
behalf of the Company in the U.S. District Court for the Southern
District of New York to recover damages and disgorgement of more
than $200 million, plus prejudgment interest, costs and fees.  The
suit names as Defendants the Company's controlling shareholder --
Hollinger Inc. -- as well as Lord Conrad M. Black of Crossharbour,
F. David Radler, and The Ravelston Corporation Limited and
Ravelston Management Inc.

Ravelston is the controlling shareholder of HLG, and is in turn
controlled by Lord Black.

The complaint charges that the Defendants diverted and usurped
corporate assets and opportunities from the Company through
systematic breaches of fiduciary duties owed to the Company and
its non-controlling public shareholders.  The complaint describes
two forms of abusive related-party transactions -- so-called "non-
competition agreements" and excessive management fees -- through
which the Company was damaged.  It alleges conduct including
paying unauthorized, unjustified or unwarranted amounts to various
Defendants, altering the Company's books and records to provide a
pretext for, or to conceal, such actions, misrepresenting or
omitting to provide material information in statements to the
Company's independent directors or to public shareholders, and
causing the Company to incur "excessive, unreasonable and
unjustifiable fees" for management services provided to the
Company by the Defendants.

The complaint seeks recovery of just over $90 million taken from
the Company in the form of payments to Defendants Black, Radler
and HLG in connection with so-called "non-competition" agreements
associated with dispositions of publishing businesses owned by the
Company.  The Company has previously sought recovery of just over
$32 million of this amount based on transfers that the Special
Committee determined were not authorized by the Company.  The
complaint seeks disgorgement of all such non-competition payments,
including more than $50 million paid to Defendants in connection
with the sale of assets to the CanWest Corporation that were
authorized by the Board of Directors.  The complaint charges that
some "non-compete" payments were not authorized, others were sham
transactions, and none took place on terms that were fair to the
Company's non-controlling shareholders.  Thus, the complaint seeks
recovery of all such non-compete payments whether or not they
received contemporaneous or other authorization from the Company's
Board of Directors.

The complaint also alleges that more than $224 million in
management fees paid to HLG or Ravelston were far in excess of the
cost to HLG or Ravelston of providing such services, and that it
was a breach of the fiduciary duty of the controlling shareholders
to impose fees of this magnitude on the Company.  The complaint
alleges that "Defendant HLG's control of "super-majority voting"
Class B shares was the instrumentality that allowed Defendants
Black and Radler to require that [the Company] use HLG and
Ravelston to provide management services rather than ... simply
hiring its own management".  The Company was, in effect, forced
into dependence on HLG and Ravelston for management services when
it could otherwise have easily hired its own management team to
lead the Company at far lower cost.  The complaint charges that  
"[t]he "Ravelston structure" resulted in tens or hundreds of
millions of dollars in excessive, unreasonable and unjustifiable
fees paid to HLG and Ravelston."

Gordon A. Paris, Interim Chief Executive Officer and Chairman of
the Special Committee, said,  "This litigation marks a substantial
step towards returning to our shareholders the value that was
inappropriately taken from this Company.  Our objective is to
recover all wrongfully diverted amounts, while we continue to
investigate other areas of possible improper conduct. During this
process, we are determined to ensure that the Company and its very
high quality assets are being managed effectively, in order to
provide enhanced value to all shareholders."

Richard C. Breeden, Counsel to the Special Committee, said, "In
light of what has been uncovered in our investigation to date, the
Special Committee determined that it could not wait any longer to
begin the process of recovering unjust, unwarranted or excessive
payments made to the Defendants in connection with both management
fees and non-compete payments.  The Special Committee is
continuing its intensive review of previous activities at
Hollinger International and will amend and expand the complaint or
take other appropriate action based upon additional findings."

In addition to recovery of all non-compete payments to the
Defendants and the excessive management fees paid to Defendants
HLG and Ravelston,  the complaint also seeks disgorgement from
Messrs. Black and Radler of all compensation paid by Hollinger
International during the period they were breaching fiduciary
duties to the Company, and disgorgement of all dividends received
by HLG during the period it was breaching its fiduciary duties as
the controlling shareholder, and all amounts it received as
"support payments" or otherwise from Ravelston that were derived
from excessive and improper management fees paid by Hollinger
International.   A breakdown of the disgorgement sought from each
of the Defendants is provided in the complaint.

The complaint includes those non-competition payments described in
the complaint filed by the Securities and Exchange Commission on
January 16, 2004.  As previously announced, the Company consented
to the entry of a Partial Final Judgment and Order of Permanent
Injunction against it brought by the SEC in the U.S. District
Court for the Northern District of Illinois.  The Order requires
the Company to have the Special Committee complete its
investigation and to permit the Special Committee to take whatever
actions it, in its sole discretion, deems necessary to fulfill its
mandate.  If certain actions are taken by the Board of Directors
or the stockholders of the Company that would interfere with the
Special Committee or its ability to carry out its mandate, then
the Order provides for the automatic appointment of Mr. Breeden as
a Special Monitor of the Company for the primary purpose of
completing the ongoing investigation and protecting the assets of
the Company. The Company is continuing to cooperate with the SEC
with respect to the matters covered by the Order, the continuing
investigation of the Special Committee and ongoing investigation
by the Commission.   The Company intends to continue its active
cooperation with the SEC and other government authorities.

A copy of the complaint filed by Hollinger International is
available on the Company's Web site at http://www.hollinger.com/

The Special Committee of Hollinger International's Board of
Directors includes Mr. Paris, the Hon. Raymond G.H. Seitz, and
Graham W. Savage, and it is being advised by Mr. Breeden, a former
Chairman of the SEC, who now heads the firm of Richard C. Breeden
& Co.  The Committee is conducting a comprehensive review of
previous activities at Hollinger International, which covers such
matters as payments to Lord Black and certain of his associates
and affiliates in the form of non-compete agreements, management
fees, and through various other related party transactions as well
as review and approval processes undertaken by the Board of
Directors and issues related to proper financial disclosure.

Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

The company's September 30, 2003, balance sheet shows a working
capital deficit of about $293 million.


HOLLINGER INT'L: David Radler Says Directors' Lawsuit Lacks Merit
-----------------------------------------------------------------
The following statement was issued by Anton Valukas of Jenner &
Block on behalf of David Radler:

"The lawsuit filed by the Special Committee of the Board of
Directors on behalf of Hollinger International Inc., against F.
David Radler lacks any factual or legal basis. At all times, all
management fees paid to Hollinger Inc. and Ravelston were fully
disclosed to and approved by Hollinger's Board of Directors and
Audit Committee. There has never been any evidence, nor could
there be, that information concerning any fees or calculations had
been withheld from the Board of Directors or the Audit Committee,
or Hollinger's outside auditors, or that any questions regarding
those fees had not been answered. The records of Hollinger's Board
of Directors and Audit Committee establish that Board and Audit
Committee members were fully apprised of and approved all fees.
Further, the record makes clear that Hollinger received
substantial and valuable services and benefits in exchange for all
fees that were paid.

"Likewise, at all times, Mr. Radler believed that the non-compete
payments to him that are now complained of were disclosed to and
approved by Hollinger's Board of Directors and Audit Committee.
Those records similarly reflect that Hollinger's outside auditors
were apprised of all the non-compete fees that were paid to Mr.
Radler contemporaneous with their payment. The written record
corroborates that ample disclosure was made and that Hollinger's
Board and Audit Committee were fully informed.

"Mr. Radler previously has agreed to cooperate with the Special
Committee's investigation into these issues, and he has done so.
He is disappointed that the Special Committee has chosen to file a
lawsuit before completing its investigation on an incomplete
record without affording him an opportunity to respond to its
findings. Moreover, Mr. Radler is confident that, after all the
facts and documents are reviewed, it will be clear that at all
times he acted in good faith and in Hollinger's best interests and
with the full knowledge and approval of Hollinger's Board of
Directors.

"Mr. Radler intends to defend against the lawsuit vigorously."

Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

The company's September 30, 2003, balance sheet discloses a
working capital deficit of about $293 million.


I-STAT: Abbott Laboratories Launches Tender Offer for All Shares
----------------------------------------------------------------
A Tender Offer Statement on Schedule TO has been filed with the
SEC relating to the offer by Senator Acquisition Corporation, a
Delaware corporation and a wholly owned subsidiary of Abbott
Laboratories, an Illinois corporation, to purchase (i) all of the
outstanding shares of common stock, par value $.15 per share, of
i-STAT Corporation, a Delaware corporation, together with the
associated preferred stock purchase rights issued pursuant to the
Stockholder Protection Agreement, dated June 26, 1995, between the
Company and Wachovia Bank N.A., as rights agent, at a price of
$15.35 per common share, (ii) all of the outstanding shares of
Series D Convertible Preferred Stock, par value $.10 per share, of
the Company, at a price per Series D Share equal to $15.35
multiplied by the number of common shares issuable upon conversion
of a Series D Share as of the final expiration of the offer,
without regard to certain restrictions on beneficial ownership,
and (iii) all of the outstanding six-year warrants to purchase
common shares expiring in 2007 and having an exercise price of
$8.00 per Share at a price of $7.35 per common share purchasable
pursuant to each such warrant, in each case net to the seller in
cash and without interest.

i-STAT Corporation was incorporated in Delaware in 1983. Together
with its wholly-owned subsidiaries, i-STAT Europe, i-STAT Canada
Limited and i-STAT Limited, the Company develops, manufactures and
markets medical diagnostic products for blood analysis that
provide health care professionals with immediate and accurate
critical, diagnostic information at the point of patient care.

The Company's current products, known as the i-STAT(R) System,
consist of portable, hand-held analyzers and single-use,
disposable cartridges, the majority of which simultaneously
perform different combinations of commonly ordered blood tests in
approximately two to three minutes. Coagulation and immunoassay
tests take longer than two to three minutes because of the nature
of these tests. The i-STAT System requires the user to perform
several simple steps, the results of which can be easily linked by
infrared transmission to a health care provider's information
system. The i-STAT System also includes peripheral components that
enable the results of tests to be transmitted by infrared means to
both a proprietary information system for managing the user's
point-of-care testing program and to the user's information
systems for billing and archiving. The Company intends for the i-
STAT System to become the standard of care for blood analysis at
the point of patient care, enabling rapid clinical intervention,
improved patient outcomes, and lower operational costs.

The i-STAT System currently performs blood tests for sodium,
potassium, chloride, glucose, creatinine, urea nitrogen,
hematocrit, ionized calcium, lactate, Celite(R) ACT (activated
clotting time), kaolin ACT, Prothrombin time, arterial blood gases
(PCO2 and PO2), bicarbonate, pH, and troponin I, a cardiac marker
capable of indicating the degree of heart muscle damage. The
i-STAT System also derives certain other values, such as total
carbon dioxide, base excess, anion gap, hemoglobin and O2
saturation, by calculation from the tests performed. The Company
continues to engage in research and development in order to
improve its existing products and develop new products based on
the i-STAT System technology.

i-STAT Corporation's September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $37 million.


ICOWORKS INC: Unit Secures $750,000 in Financing Commitment
-----------------------------------------------------------
Icoworks Inc. (OTCBB:ICOW) announced that its 53% owned subsidiary
Icoworks Holdings Inc., has secured $750,000 in financing
commitment.

The financing commitment is comprised of a $500,000 convertible
debenture and a postponement of a prior security interest to allow
the Company to receive proceeds of a $250,000 mortgage financing.
The convertible debenture entitles the holder to convert to a 40%
interest in Icoworks Holdings Inc. If such conversions occurs
prior to the proposed merger, Icoworks Inc.'s percentage ownership
of Icoworks Holdings Inc., would be reduced to 32%. The
convertible debenture and mortgage financing are expected to close
within 30 days.

The financing will provide additional time for management to
obtain alternate financing to replace the bridge loan, which had
been obtained to provide capital to acquire Premier Auctioneers
International Inc. and Santiago Sports and Classic Car Auctions.

Icoworks CEO Graham Douglas stated, "The challenges over the next
several months will see the group trying to achieve positive cash
flow while maintaining a growth strategy and securing long term
financing to replace the current bridge loan. This convertible
loan has provided us the flexibility to maintain our strategy and
achieve our objectives."

Icoworks Inc. has acquired a 53% interest in Icoworks Holdings
Inc. -- http://www.icoworks.com/-- an integrated  
Commercial/Industrial Auction company. In November of 2002
Icoworks Inc. announced its intent to merge with Icoworks
Holdings. Icoworks Inc. plans to acquire the remaining 47%
interest in Icoworks Holdings by issuing two shares of its common
stock for each remaining share of Icoworks Holdings. The Icoworks
merger remains subject to approval by the shareholders. The
shareholder meeting will be held once requisite regulatory
documents have been prepared and filed.

                         *    *    *

            Liquidity and Going Concern Uncertainty

Dohan and Company, CPA.'s of Miami, Florida, the Company's
independent auditors have stated in their October 16, 2003
Auditors Report:  "[T]he Company has continued to incur operating
losses, has used, rather than provided, cash from operations and
has an accumulated deficit of $3,621,898. These factors, and
others, raise substantial doubt about the Company's ability   to
continue as a going concern. The ability of the Company to
continue operations is subject to its ability to secure additional
capital to meet its obligations and to fund operations."

At June 30, 2003, Paragon Polaris, now known as Icoworks Inc., had
cash of $448,404 and a working capital deficiency of $1,562,863.
Its working capital deficiency is the result of a number of
factors including the expansion of operations and continuing
losses. Management anticipates that the Company will require
additional funding in order to achieve profitable operations and
to implement its plan of operations.  The amount due to joint
venture and guarantees was $2,449,626 at June 30, 2003. This
amount was comprised of a liability to the investors of the
Icoworks Joint Venture bought deal fund that was outstanding in
the amount of $1,243,017 at June 30, 2003. The balance of
$1,206,609 was comprised of amounts that Paragon Polaris had
guaranteed to receivers and consignors with respect to goods to be
auctioned by the Company where it has guaranteed a minimum sales
price to the receivers and consignors. In these arrangements, the
Company is at risk as to the ultimate sales price of the goods to
be sold. Accordingly, the goods that are the subject of these
arrangements are recorded by the Company as inventory. As a result
of the joint venture and guaranteed arrangements, Paragon Polaris'
inventory increased to $2,087,581 at June 30, 2003 from $9,695 at
June 30, 2002. Cash provided by operating activities was $392,114
during the year ended June 30, 2003, compared to cash used in
operating activities in the amount of $1,039,929 during the year
ended June 30, 2002. The Company experienced an increase in
inventory in the amount of $2,077,886 during this period and an
increase in accounts payable and accrued liabilities in the amount
of $717,860.

Management anticipates that the Company will require additional
financing in the amount of $500,000 over the next twelve months in
order to fund its shortfall in cash used in operating activities.


IMPERIAL PLASTECH: Wins Permanent US Bankruptcy Court Injunction
----------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) announced that Imperial PlasTech
and its subsidiaries, Imperial Pipe Corporation, Imperial Building
Products Corporation, Ameriplast Inc. and Imperial Building
Products (U.S.) Inc., obtained a further Order under Section 304
of the Bankruptcy Code in the United States Bankruptcy Court,
Northern District of Georgia, Atlanta Division on January 16,
2004.

The Order, among other things, recognizes, approves and implements
the Tenth Order of the Ontario Superior Court of Justice dated
December 9, 2003 and the provisions of the PlasTech Group's plan
of compromise or arrangement dated November 18, 2003, as approved
by the Canadian Court.

The Order also permanently enjoins and restrains PlasTech Group's
creditors and other parties-in-interest from: (a) taking any
action against the PlasTech Group or against any of their
respective property, or present or former shareholders, officers,
directors, employees, auditors, financial advisors, legal counsel,
or agents; (b) enforcing any judgment against any such Protected
Party with respect to such property; (c) taking any action to
create or enforce a lien against property of any Protected Party,
except as may be specifically provided for in the Tenth Order or
the Plan or as otherwise authorized in the Foreign Proceeding; and
(d) commencing or pursuing any other action against any Protected
Party, except as may be specifically provided for in the Tenth
Order or the Plan or as otherwise specifically authorized in the
insolvency proceeding pending before the Canadian Court under the
CCAA.

The Order also provides for the discharge and release of the
PlasTech Group from liabilities to the full extent provided for in
the Tenth Order and the Plan and provides that no successor or
other liability will attach to the PlasTech Group for any of their
actions taken after the date on which the CRO certifies that all
conditions precedent to the implementation of the Plan have been
satisfied or waived, except as may be expressly provided for in
the Plan or otherwise expressly ordered in the insolvency
proceeding pending before the Canadian Court under the CCAA.

There is no assurance however that the Company will emerge from
the reorganization proceedings.

The PlasTech Group is a diversified plastics manufacturer
supplying a number of markets and customers in the residential,
construction, industrial, oil and gas and telecommunications and
cable TV markets. Currently operating out of facilities in Atlanta
Georgia, Peterborough Ontario and Edmonton Alberta, the PlasTech
Group is focusing on the growth of its core businesses and
continues to assess its non-core businesses. For more information,
please access the group's Web site at http://www.implas.com/  


IT GROUP: Wants More Time to Move Pending Actions to Del. Court
---------------------------------------------------------------
Pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy
Procedure, the IT Group Debtors ask the U.S. Bankruptcy Court for
the District of Delaware to further extend their deadline to
remove actions pending on the Petition Date through the earlier
of:

    (a) April 7, 2004; or

    (b) 30 days after entry of an order terminating the automatic
        stay with respect to any particular action sought to be
        removed.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, informs Judge Walrath that the
Debtors remain parties to over 100 different judicial and
administrative proceedings currently pending in various courts
throughout the country.  Because of the number of Actions
involved and the wide variety of Claims, the Debtors require
additional time to determine which, if any, of the Actions should
be removed and, if appropriate, transferred to the Bankruptcy
Court.

The Debtors believe that an extension of the removal period will
afford them sufficient opportunity to make fully informed
decisions concerning the possible removal of Actions, protecting
their valuable right economically to adjudicate lawsuits, if the
circumstances warrant removal.

The Debtors have been working on, among other things:

   -- resolving environmental and insurance issues relating to
      their business operations at the Northern California sites;

   -- reviewing and analyzing the 7,000 claims filed in their
      cases; and

   -- working on defending or prosecuting adversary proceedings
      pending in their cases.

In addition, the Debtors and the Official Committee of Unsecured
Creditors have filed a Joint Plan of Reorganization and
Disclosure Statement on December 17, 2003.  The Plan is fair and
equitable to the Debtors' creditors.  In light of the Debtors'
significant achievements to date, Mr. Galardi asserts that an
extension is appropriate.

The Debtors' adversaries will not be prejudiced by the extension
because those adversaries may not prosecute the Actions absent
relief from the automatic stay.  Nothing will prejudice any party
to a proceeding the Debtors seek to remove from pursuing a
remand.

The Court will convene a hearing on February 23, 2004 to consider
the Debtors' request.  By application of Delaware Local Rule
9006-2, the Debtors' removal period is automatically extended
until the conclusion of that hearing.

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)  


JAG MEDIA: Enters into LOI to Acquire Great Eastern Securities
--------------------------------------------------------------
JAG Media Holdings, Inc. (OTCBB: JGMHA) entered into a letter of
intent to acquire Great Eastern Securities, Inc., a privately held
New York corporation and broker/dealer based in Syosset, New York.
Great Eastern offers a cost-efficient trading platform for brokers
and traders, including direct access trading, with individually
tailored commission rates.

Under the terms of the letter of intent the Company would purchase
all of the issued and outstanding capital stock of Great Eastern
for shares of the Company's common stock which, upon issuance,
would represent 57% of the Company's outstanding shares of Class A
Common Stock and Series 1 Class B Common Stock on a fully diluted
basis. The Great Eastern shareholders have agreed to a one-year
lock-up for 95% of the Company's shares that they receive in the
transaction.

"We are very excited about this proposed transaction with Great
Eastern Securities, Inc.", said Gary Valinoti, President & Chief
Executive Officer of JAG Media. "On top of Great Eastern's revenue
growth from $3.8 million in 2001 to $8.2 million in 2002 to a
preliminary estimate of $9.3 million in 2003, there are tremendous
synergies between Great Eastern's broker/dealer business and JAG
Media's content which we believe will provide significant growth
opportunities for both lines of business for the new company,"
continued Valinoti.

Jeffrey Ramson, CEO of Great Eastern Securities, said, "We are
very pleased by this opportunity. In addition to the services we
currently offer our clients, we can now offer exclusive content
from JAG Media, which will provide increased value to our existing
clients and network of registered representatives. As a public
company Great Eastern will have the opportunity to leverage our
existing business and provide a platform for significant growth."

In conjunction with the transaction, the Company will reposition
its JAG Notes consolidated research product as an institutional
product, with professional traders and brokers as the target
market. Once this change is implemented, the Company currently
intends to cease offering JAG Notes at its current retail
subscription rates. The Company also intends to use JAG Notes,
along with other content, to increase the value of the trading
platform and services Great Eastern offers to its traders and
retails brokers.

Upon consummation of the transaction, the Company's current
management team would resign from their positions as executive
officers and directors of JAG Media Holdings but would continue to
be involved in various capacities. Two members of the management
team will continue as employees of our JAG Media LLC operating
subsidiary and the third member of the management team would
continue as a consultant to the new Company. The transaction with
Great Eastern would trigger the change-in-control provisions in
the existing employment agreements of the Company's current
management team, resulting in the issuance of new options to
acquire shares of the Company's stock and severance payments to
such individuals.

The letter of intent summarized above will be filed with the SEC
as an exhibit to a Current Report on Form 8-K.

Any shares of JAG Media Holdings, Inc. to be offered and sold as
contemplated herein will not be registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the
United States absent such registration or an applicable exemption
from such registration requirements.

JAG Media Holdings, Inc. is a provider of Internet-based equities
research and financial information that offers its subscribers a
variety of stock market research, news, commentary and analysis,
including "JAG Notes", the Company's flagship early morning
consolidated research product. The Company also offers, through
its wholly-owned subsidiary, JAG Company Voice LLC, its "Company
Voice" service which provides publicly traded companies with
production services and distribution for their corporate messages
in streaming video/audio format. The Company's websites are
located at http://www.jagnotes.com/ and  
http://www.thecompanyvoice.com/  

Great Eastern is a registered broker/dealer and member of NASD &
SIPC. Great Eastern provides traders and retail brokers with a
tailored trading platform which can be utilized at any of Great
Eastern's branch offices or at each trader's or retail broker's
own office. Great Eastern also maintains a segregated
"institutional" department which handles hedge fund and other
institutional order flow. Great Eastern's corporate offices are
located in Syosset, NY and it also has branch/trading offices in
New York, NY, Hauppauge, NY, Woodbridge, NJ, Las Vegas, NV,
Draper, UT and Issaquah, WA. Great Eastern's Web site is located
at http://www.getrader.com/  

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


KAISER ALUMINUM: Asks Court to Clear Pechiney Settlement Pact
-------------------------------------------------------------
In 2000, the Kaiser Aluminum Debtors operated raw aluminum
production facilities in the Northwest region of the United States
that provided aluminum to the Debtors' fabricated products plants
in California and other locations for further processing.  
Subsequently, the Debtors ceased their production in the
Northwest.  To meet their continuing needs for that type of
aluminum, the Debtors entered into a supply contract with Pechiney
World Trade (U.S.A.), Inc., pursuant to which Pechiney agreed to
supply and deliver a specified quantity and type of aluminum per
month at a specified price for calendar year 2001.

Pechiney planned to satisfy the Debtors' requirements with
production from an aluminum plant in Columbia Falls, Montana.  In
January 2001, Pechiney announced that it was ceasing production
at the Columbia Falls Plant.  The Debtors immediately sought
assurances from Pechiney to continue to fulfill its obligations
to supply aluminum.  Although Pechiney continued to supply
aluminum to the Debtors through March 2001 from its existing
inventory, in April 2001, Pechiney declined to supply aluminum at
the prices required by their contract.  Pechiney maintained that
the economic decision of its supplier to curtail production at
the Columbia Falls Plant was a force majeure event excusing its
continued performance under the contract.

Based on Pechiney's refusal to perform, the Debtors sought to
cover their aluminum needs from other sources.  The Debtors were
able to cover their aluminum requirements in the open market, but
were required to do so at an increased cost at $1,000,000.

Following unsuccessful efforts to settle their contract dispute
without litigation, on May 23, 2003, the Debtors commenced an
adversary proceeding against Pechiney.  The Debtors alleged that
Pechiney breached its contractual obligations by failing to
deliver the aluminum specified in the contract to their
facilities.  Pechiney denied that it had breached the contract.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that, after the lawsuit was filed,
the Debtors and Pechiney entered into settlement negotiations in
an attempt to resolve the Lawsuit and avoid the substantial
expenditure of time and costs associated with litigation.  After
several months of negotiations, the Debtors and Pechiney reached
a settlement, which is embodied in a Settlement Agreement and
Supply Contract.

The terms of the Agreement, however, are non-public in nature.  
Under the Agreement, all claims of the Debtors and Pechiney
relating to the events that form the basis of the Lawsuit will be
released, and both parties will enter into a new aluminum supply
contract in which Pechiney will supply aluminum on favorable
terms to certain of the Debtors' aluminum facilities.  The Supply
Contract will assure the Debtors a continuing supply of aluminum
on favorable terms from Pechiney so that they will be able to
supply their smelter facilities with needed aluminum during 2004.

By this motion, the Debtors ask the Court to approve the
Settlement Agreement.  The Debtors also seek Judge Fitzgerald's
permission to enter into the Supply Contract.

Because of its sensitive nature, the Debtors propose to file
pertinent documents under seal.  The Debtors ask the Court to
hold an "in camera" hearing if the substance of the Agreement and
the Supply Contract must be discussed.

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)  


KMART: Asks Court to Expunge $35M of Debit Balance Vendor Claims
----------------------------------------------------------------
The Kmart Corporation Debtors identified 20 proofs of claim,
aggregating $35,151,483, filed by vendors who are in a debit-
balance position.

By this objection, the Debtors ask the Court to expunge in their
entirety the Debit Balance Vendor Claims:

          Type of Claims                  Claim Amount
          --------------                  ------------
          Secured                          $18,375,353
          Priority                           2,440,080
          Unsecured                         14,336,050

The Debtors also reserve their right to seek collection of the
debit balance amounts. (Kmart Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


LAIDLAW INC: Discloses Contingent Bonuses Offered
-------------------------------------------------
Laidlaw International Inc. and two of its subsidiaries, American
Medical Response, Inc. and EmCare Holdings, Inc., are parties to
an employment agreement effective October 1, 2002, with William
A. Sanger.

Under the agreement, Laidlaw Senior Vice-President and Chief
Financial Officer, Douglas A. Carty, relates that Mr. Sanger will
serve as President and Chief Executive Officer of AMR and Chief
Executive Officer of EmCare.  The agreement terms also provide
that Mr. Sanger is entitled to a bonus payment upon a sale, or an
initial public offering, of the AMR or EmCare stock.  This bonus
is also payable if Mr. Sanger remains employed until October 1,
2007 and neither a sale nor initial public offering has occurred.  

With respect to AMR, the bonus is equal to 5% of AMR's enterprise
value in excess of $410,000,000, at the time of the event that
entitles Mr. Sanger to the payment.  With respect to EmCare, the
bonus is equal to 5% of EmCare's enterprise value in excess of
$125,000,000, at the time of the event that entitles Mr. Sanger
to the payment.

EmCare, Mr. Carty continues, is likewise a party to an employment
agreement effective April 1, 2003, with Don S. Harvey under which
Mr. Harvey serves as EmCare's President and Chief Operating
Officer.  Similarly, the agreement terms provide that Mr. Harvey
is entitled to a bonus payment upon a sale, or an initial public
offering, of the EmCare stock, provided Mr. Harvey remains
employed under the agreement on the occurrence of the sale of
offering.  The bonus is equal to 2% of EmCare's enterprise value
in excess of $125,000,000 at the time of the event that entitles
Mr. Harvey to the payment.

No amounts were required to be accrued under these agreements as
of November 30, 2003. (Laidlaw Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


LAND O'LAKES: Completes Amendments to Senior Credit Facilities
--------------------------------------------------------------
Land O'Lakes, Inc., completed amendments to its existing senior
credit facilities.

Under the amendment to the revolving facility, the lenders have
committed to make advances and issue letters of credit until
January 2007 in an aggregate amount not to exceed $180 million,
subject to a borrowing base limitation.  In addition, the
amendment to the revolving facility increases the amount of that
facility available for the issuance of letters of credit from $50
million to $75 million, increases the spreads used to determine
interest rates on that facility, changes the basis on which those
spreads and commitment fees for that facility are determined from
the Company's senior secured long-term debt ratings to the
Company's leverage ratio, and adjusts the leverage ratio covenant
contained in that facility.   An amendment providing for the same
leverage ratio covenant modification and for a change in the
allocation of certain mandatory prepayments was also secured with
respect to the Company's term facility.  Under the amendments, the
Company is required to maintain a leverage ratio of initially no
greater than 4.75 to 1, with the maximum leverage ratio decreasing
in increments to 3.75 to 1 by December 16, 2006.

Land O'Lakes -- http://www.landolakesinc.com/-- is a national,  
farmer-owned food and agricultural cooperative, with annual sales
approaching $6 billion. Land O'Lakes does business in all 50
states and more than 50 countries. It is a leading marketer of a
full line of dairy-based consumer, foodservice and food ingredient
products across the United States; serves its international
customers with a variety of food and animal feed ingredients; and
provides farmers and local cooperatives with an extensive line of
agricultural supplies (feed, seed, crop nutrients and crop
protection products) and services.

                       *     *     *

As previously reported in Troubled Company Reporter, Moody's
Investors Service downgraded the ratings on Land O'Lakes, Inc.
Outlook is stable.

     Rating Action                           To           From

  Land O'Lakes, Inc.

     * Senior implied rating                 B1            Ba2

     * Senior secured rating                 B1            Ba2

     * Senior unsecured issuer rating        B2            Ba3

     * $250 million Senior secured bank
       facility, due 2004                    B1            Ba2

     * $291 million Senior secured term
       loan A, due 2006                      B1            Ba2

     * $234 million Senior secured term
       loan B, due 2008                      B1            Ba2

     * $350 million 8.75% Senior unsecured
       guaranteed Notes, due 2011            B2            Ba3

  Land O'Lakes Capital Trust I

     * $191 million 7.45% Trust preferred
       securities                            B3            Ba3

The lowered ratings reflect the company's weaker-than-expected
operating performance, giving rise to a constrained financial
flexibility and the deterioration of credit protection measures.


LIN TV: Debenture Resale Registration Statement is Now Effective
----------------------------------------------------------------
LIN TV Corp. (NYSE: TVL) announced that the Securities and
Exchange Commission has declared effective its registration
statement on Form S-3 relating to the resale by the holders of an
aggregate principal amount of $125 million of 2.50% Exchangeable
Senior Subordinated Debentures due 2033, and any shares of LIN TV
class A common stock issuable upon conversion of the Debentures.

In May 2003, LIN TV completed the sale of $125 million aggregate
principal amount of Debentures, as well as $200 million aggregate
principal amount of 6-1/2 % Senior Subordinated Notes due 2013, in
private placements to the initial purchasers of these securities.

The initial purchasers resold the Debentures to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended. The selling securityholders
may use the prospectus relating to the registration statement from
time to time to resell their Debentures and any shares of LIN TV
class A common stock issuable upon conversion of the Debentures.
The Company will not receive any proceeds from the sale of the
Debentures or any shares of LIN TV class A common stock issuable
upon conversion of the Debentures offered by the prospectus.

LIN TV currently operates 24 stations in 13 markets including two
stations under Local Marketing Agreements.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to LIN Television
Corporation's new $200 million senior subordinated note issue due
2013.

In addition, Standard & Poor's assigned its 'B' rating to the
company's new $100 million exchangeable senior subordinated note
issue due 2033. Proceeds are expected to be used to refinance
existing debt. At the same time, Standard & Poor's affirmed its
'BB-' corporate credit rating on LIN Television, an operating
subsidiary of LIN Holdings Corp. The outlook is stable. The
Providence, R.I.-based television owner and operator had
approximately $754.0 million of debt outstanding on March 31,
2003.


MAGMA DESIGN: Recurring Losses Raise Going Concern Doubt
--------------------------------------------------------
Magma Design Automation Inc. has incurred recurring operating
losses and negative cash flows from operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

During the year ended December 31, 2002 and 2001, Silicon Metrics
reported net losses of approximately $3,892,000 and $7,510,000 and
had operating cash flow deficits of approximately $3,109,000 and
$6,340,000. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management
believes the Company's ability to meet its obligations for the
next twelve months will be funded through 2003 operations. If
operations are not sufficient, management may be required to raise
additional equity to finance its operations through private
placements with new and/or existing stockholders. If these sources
of financing become unavailable to the Company, which management
believes is unlikely, management would adjust the current level of
operations and cash expenditures to an internally sustainable
level.

On October 17, 2003, Magma acquired Silicon Metrics, pursuant to
an Agreement and Plan of Merger and Reorganization dated October
16, 2003. Pursuant to the merger agreement, a wholly-owned
subsidiary of Magma merged with and into Silicon Metrics, with
Silicon Metrics continuing as the surviving corporation and a
wholly-owned subsidiary of Magma. Silicon Metrics develops
characterization and modeling software for chip design.

Magma agreed to pay $18.0 million in cash to Silicon Metrics'
security holders, including approximately $2.0 million payable to
participants in a Silicon Metrics acquisition bonus plan. In
addition, the Company paid approximately $0.8 million in
transaction fees. In addition, Magma may be required to pay up to
$14.0 million in contingent cash consideration pursuant to an
earn-out schedule, a portion of which may become payable to
participants in the Silicon Metrics acquisition bonus plan.
Pursuant to the terms of the merger agreement, $2.6 million of the
consideration was retained by Magma in a segregated bank account
to secure certain indemnification obligations of the Silicon
Metrics stockholders and bonus plan participants.


MANALEE HOTELS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Manalee Hotels Inc.
        1134 North Main Street
        Bellefontaine, Ohio 43311

Bankruptcy Case No.: 04-50453

Type of Business: The Debtor is a full service hotel with a
                  Restaurant, heated swimming pool and lounge on
                  the premises.  The property features 100
                  spacious guest rooms with either 1 king or 2
                  double beds with sofa sleepers. Amenities
                  include data port connections, iron and iron
                  boards, coffee makers, hair dryers, and color
                  cable TV.

Chapter 11 Petition Date: January 14, 2004

Court: Southern District of Ohio (Columbus)

Judge: Donald E. Calhoun Jr.

Debtor's Counsel: Steven L. Diller, Esq.
                  124 East Main Street
                  Van Wert, OH 45891
                  (419) 238-6621

Total Assets: $1,191,000

Total Debts:  $4,025,130

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sky Bank                      Mortgage & Security     $2,207,330
1800 Bethel Road              Agreement

Best Franchising, Inc.        Liquidated Damages-       $200,000
                              Breach of Fran

Logan County Treasurer        Personal Property         $190,000

Holiday Hospitality           Liquidated Damages-       $116,000
Franchise, One Atlantic       Breach of Fran

Robert Schweii                Judgment Lien             $100,000

City of Bellefontaine         Taxes                      $45,000

Sprint                        Telephone                  $35,000

Bureau of Workers             Premium Insurance          $16,000
Compensation

Sysco Food Service of         Judgment Lien               $9,440
Cincinna

Maintaince USA                Materials                   $9,000

Tesa Entry Lock System        Material & Labor            $8,500

Stokes Lazarus & Carmichael   Attorney fees               $7,500

Joel Valenti                  Judgment Lien               $5,956

Signage, Inc.                 Material & Labor            $5,300

Davis H. Elliott                                          $5,168

Sams Club                     Materials                   $4,700

American Builders and         Mechanics Lien              $4,074
Contract

Gordon Food Service           Supplies                    $4,000

Evergreen Rooms by Hartford                               $3,837

Ohio Department of Taxation   Judgment Lien-Sales         $3,830


MARLIN LEASING: Fitch Upgrades Ratings on Series 2000-1 & 2001-1
----------------------------------------------------------------
Fitch Ratings upgrades the following classes of securities for
Marlin Leasing Receivables III, LLC, Series 2000-1 (Marlin 2000-1)
and Marlin Leasing Receivables V, LLC, Series 2001-1 (Marlin 2001-
1).

Marlin Leasing Receivables III, LLC, Series 2000-1(Marlin 2000-1)

     -- Class A Equipment Contract Backed Notes are upgraded to
        'A+' from 'A';

     -- Class B Equipment Contract Backed Notes are upgraded to
        'A' from 'BBB';

     -- Class C Equipment Contract Backed Notes are upgraded to      
        'BBB' from 'BB'.

Marlin Leasing Receivables V, LLC, Series 2001-1(Marlin 2001-1)

     -- Class A Equipment Contract Backed Notes are upgraded to
        'A+' from 'A';

     -- Class B Equipment Contract Backed Notes are upgraded to
        'BBB+' from 'BBB';

     -- Class C Equipment Contract Backed Notes are upgraded to
        'BB+' from 'BB'.

In its review of the Marlin 2000-1 transaction, Fitch noted
increasing levels of credit enhancement available to the class A,
B, and C notes. The continued increase in credit enhancement is a
result of better than expected portfolio performance. As of
December 31, 2003, 30+ day delinquencies equal 3.69%, cumulative
net losses are 3.78%, and the recovery rate on previously
defaulted contracts is 44.59%. In addition, the transaction also
benefits from a reserve account ($1,017,500), over-
collateralization ($600,529), and expected future booked residual
realizations.

Similarly, in its review of the Marlin 2001-1 transaction, Fitch
noted increasing levels of credit enhancement available to the
class A, B, and C notes. The continued increase in credit
enhancement is a result of better than expected portfolio
performance. As of December 31, 2003, 30+ day delinquencies equal
2.89%, cumulative net losses are 2.78%, and the recovery rate on
previously defaulted contracts is 40.42%. In addition, the
transaction also benefits from a reserve account ($1,265,000),
over-collateralization ($1,356,076), and expected future booked
residual realizations.

In addition to the aforementioned transactions, Fitch also rated
the Marlin 2002-1 and 2003-1. Both transactions, while
demonstrating fewer months of history are performing within
expectations. Delinquency and gross default rates remain
relatively low, resulting in steadily increasing levels of credit
enhancement available to all classes.

Fitch will continue to closely monitor these transactions and may
take additional rating action in the event of changes in
performance and credit enhancement measures.


MILLER PUBLISHING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Miller Publishing Company
        230 South Second Street
        Miamisburg, Ohio 45342

Bankruptcy Case No.: 04-30164

Type of Business: The Debtor publishes newspapers.
                  See http://www.miller-publishing.com/

Chapter 11 Petition Date: January 9, 2004

Court: Southern District of Ohio (Dayton)

Judge: William A. Clark

Debtor's Counsel: Ira Rubin, Esq.
                  Goldman, Rubin & Shapiro
                  1340 Woodman Drive
                  Dayton, OH 45432
                  Tel: 937-254-4455

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
------                        ---------------       ------------
Newspaper Network Ohio        Loan                      $166,894

Newspaper Network of OH                                  $47,792

Baseview/MediaSpan                                       $10,741

Yeck Brothers Co.             Trade                       $5,530

Springboro Post Office        Trade                       $4,300

Ris Paper Co.                 Trade                       $3,888

Dunn & Taylor                                             $2,250

Robert Woods                  Trade                       $2,106

Deborah Kitchen                                           $1,495

Garrigan, Inc.                                            $1,295

AccuWeather, Inc.                                         $1,212

Side Effects, Inc.            Trade                       $1,000

Ameritech Bill Payment                                      $903

Philhower Construction                                      $842

Target Printing & Graph                                     $800

Integrity Printing                                          $788

Aramark Uniform Service                                     $762

KNJ Printers Supply                                         $752

Dan Darragh                                                 $661

DP&L                                                        $640


MIRANT CORP: Restructures Atlanta Lease Agreement with Cousins
--------------------------------------------------------------
Cousins Properties Incorporated (NYSE:CUZ) and an institutional
investor partner have reached an agreement with Mirant (MIRKQ) to
restructure the energy company's lease at 1155 Perimeter Center
West, a 363,000-square-foot office building in suburban Atlanta.

The lease amendment - which has been submitted for approval to the
U.S. Bankruptcy Court, Northern District in Fort Worth, Texas -
reduces Mirant's space obligation from 363,000 to approximately
216,000 square feet and shortens the lease term to three years.
The 216,000 square feet includes a specialized 67,000-square-foot
trading floor and data center, which was specially developed for
Mirant, and consolidates the company's operations into the
building's first six floors.

The lease calls for a net rental rate of $10 per square foot in
the first year, $10.50 per square foot in the second and $11 per
square foot in the third, and includes no tenant improvement
allowance and a reduced broker commission. These terms are
economically equivalent to the tenant paying a $14.50-per-square-
foot rental rate in the first year, escalated by $.50 each year,
with the tenant receiving market tenant improvement allowance and
with the partners paying full broker commission.

The lease amendment also includes an agreement that Cousins and
its partner will be entitled to an allowed pre-petition general
unsecured claim in bankruptcy in the amount of $16.725 million.

"It's been a long process but we are very happy that we've been
able to find a solution that serves both Mirant's and ownership's
current needs," said Craig Jones, president of Cousins' Office
Division. "With this lease, we were able to secure a tenant for
three years with no significant out of pocket costs and leave the
most desirable floors in the building available for new tenants.
We think the office market will be significantly stronger in three
years and hopefully during that time Mirant will establish itself
as a candidate for market-rate renewal. In addition, the three
years gives us time to examine additional ways to reposition the
project."

Cousins developed 1155 Perimeter Center West as the headquarters
for Mirant predecessor Southern Energy Inc. and completed the
project in 2000. Cousins shares ownership in the building with an
institutional investor.

Cousins Properties Incorporated, headquartered in Atlanta, has
extensive experience in the real estate industry, including the
development, acquisition, financing, management and leasing of
properties. The property types that Cousins actively invests in
include office, retail, medical office and land development
projects. The Company's portfolio consists of interests in 13.9
million square feet of office and medical office space, 2.1
million square feet of retail space and more than 250 acres of
strategically located land for future commercial development.
Cousins also provides leasing and management services to third-
party investors; its client-services portfolio comprises 6.3
million square feet of office space. Cousins is a fully integrated
equity real estate investment trust (REIT) that has been public
since 1962 and trades on the New York Stock Exchange under the
symbol "CUZ." For more information please visit
http://www.cousinsproperties.com/


MIRANT CORP: Obtains Final Approval of Blackstone's Engagement
--------------------------------------------------------------
The U.S. Bankruptcy Court permits the Mirant Debtors to employ The
Blackstone Group as their financial advisors effective July 14,
2003.  

Moreover, Judge Lynn rules that:

   (a) The Indemnification Provisions are not approved and will
       not be effective since the Protected Persons Order is
       already in place;

   (b) The Engagement Letter is modified to replace the words "in
       the event that the Restructuring is completed at any time
       prior to the expiration of 12 full months following the
       termination of this Agreement" with the words "in the
       event that the Restructuring is completed at any time
       prior to the expiration of two full months, or such later
       time as is found reasonable by the Court, following the
       termination of this Agreement"; and

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

                         *    *    *

Pursuant to an agreement dated June 1, 2003, Blackstone agreed
to:

    (a) assist in the evaluation of the Debtors' businesses,
        operations and prospects, including evaluation of
        proposed divestitures and other strategic transactions;

    (b) assist in the development, review and analysis of the
        Debtors' long-term business plan and related financial
        projections, including the development of a detailed
        financial model of the Debtors and the assessment of the
        restructuring objectives developed by the Debtors;

    (c) assist in the development of financial data and
        presentations to the Debtors' Boards of Directors -- or
        committees thereof -- various creditors, any official
        committees formed in a Chapter 11 proceeding, and other
        third parties;

    (d) analyze the Debtors' financial liquidity and evaluate
        alternatives to improve such liquidity;

    (e) analyze various restructuring scenarios and the potential
        impact of these scenarios on the value of the Debtors and
        the recoveries of those stakeholders impacted by the
        Chapter 11 proceeding;

    (f) assist in the development of a restructuring plan and
        provide strategic advice with regard to restructuring or
        refinancing the Debtors' obligations;

    (g) evaluate and assist in the determination of the Debtors'
        liquidity needs, debt capacity and alternative capital
        structures;

    (h) render financial advice to the Debtors and participate in
        meetings or negotiations among the Debtors and their
        creditors, suppliers, lessors and other interested
        parties with respect to any of the transactions
        contemplated in the Blackstone Agreement;

    (i) value securities offered by the Debtors in connection
        with a restructuring and determine a range of values of
        the Debtors on a going concern basis;

    (j) advise the Debtors and participate in negotiations with
        lenders with respect to potential waivers or amendments
        of various credit facilities;

    (k) advise the Debtors on the timing, nature and terms of new
        securities, other consideration and other inducements
        to be offered to creditors pursuant to the restructuring;

    (l) assist the Debtors in matters related to the Debtors'
        proposed DIP financing, and any other financing in these
        cases, including identifying potential sources of
        capital, assisting in the due diligence process, and
        negotiating the terms of any proposed financing, as
        requested;

    (m) provide testimony in any Chapter 11 case concerning any
        of the subjects encompassed by Blackstone's financial
        advisory services, if appropriate and as required;

    (n) assist the Debtors and the Debtors' counsel in preparing
        documentation required in connection with the
        restructuring;

    (o) assist the Debtors in the preparation of a liquidation
        analysis in connection with any proposed plan of
        reorganization;

    (p) assist and advise the Debtors concerning the terms,
        conditions and impact of any transaction;

    (q) provide advice to and attend meetings of the Board of
        Directors of the Debtors, and any relevant committees
        thereof; and

    (r) provide other advisory services as are customarily
        provided in connection with the analysis and negotiation
        of a restructuring as requested and mutually agreed.

In connection with its employment, Blackstone will charge the
Debtors in accordance with this Fee Structure:

    (a) A $225,000 monthly non-refundable advisory fee in cash
        with the first two Monthly Fees payable on the execution
        of the Blackstone Agreement by both parties and
        additional installments of the Monthly Fee payable in
        advance on each monthly anniversary of the Effective Date
        until the earlier of the completion of the Restructuring
        or the termination of Blackstone hereunder.  Blackstone
        agrees that if during any period its activity in
        connection with its retention is de minimis, the
        Blackstone will reduce the Monthly Fee for the period to
        reflect the lack of activity;

    (b) A Restructuring Fee equal to $7,000,000.  The
        Restructuring Fee will be deemed earned when the Company
        first sends definitive offer documents seeking to
        refinance, restructure, repurchase, modify or extend in a
        material respect a substantial portion of its existing
        credit facilities, existing notes, bonds or debentures,
        which mature prior to 2006 pursuant to terms approved by
        the Board of Directors.  The Restructuring Fee will be
        payable upon the consummation of a plan of reorganization;
        and

    (c) Reimbursement of all necessary, reasonable and documented
        third party out-of-pocket expenses incurred during its
        engagement, including but not limited to, travel and
        lodging, direct identifiable data processing, word
        processing and communication charges, courier services,
        working meals, and other necessary expenditures, payable
        upon rendition of invoices setting forth in reasonable
        detail the nature and amount of such expenses.  In
        connection therewith, the Debtors will maintain a $25,000
        expense advance for which Blackstone will account upon
        termination of the Agreement. (Mirant Bankruptcy News,
        Issue No. 18; Bankruptcy Creditors' Service, Inc.,
        215/945-7000)


NEW COURSE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: New Course Education Inc.
        1812 Chapel Hill Road
        Durham, North Carolina 27707-0000

Bankruptcy Case No.: 04-80163

Type of Business: The Debtor is a developer and provider of web
                  hosted educational and instructional software,
                  ProCourse. The software connects companies and
                  professionals with continuous online corporate
                  skill training functions. See  
                  http://www.procourse.com/

Chapter 11 Petition Date: January 16, 2004

Court: Middle District of North Carolina (Durham)

Debtor's Counsel: John A. Northen, Esq.
                  P.O. Box 2208
                  Chapel Hill, NC 27514
                  Tel: 919-968-4441

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Modis Professional Services,  Services                  $240,445
Inc.

Joseph H. Colclough           Loan                      $223,805

Howell Properties of Chapel   Judgment                  $174,398
Hill, LLC

William Ryan                  Loan                       $40,370

Daniels & Daniels             Services                   $36,390

Holly Mayo Borden             Settlement                 $35,500

Wyrick Robbins & Yates        Services                   $29,281

J. Harold Colclough           Rent                       $24,711

Dan Reimer                    Travel reimbursement       $12,295

David & Roberta Jones         Loan                       $12,000

Richard Rejdovjan             Loan                       $10,600

Woodrow & Linda Williams      Loan                       $10,600

Julian Upchurch               Loan                        $6,000

International Data            Consultants                 $5,000

Tom Granoff                   Consulting                  $4,918

David Hadden                  Expense Reimbursement       $3,498

Deloiotte & Touche            Services                    $3,457

Matthew Fass                  Consulting                  $3,452

Your Very Best Story          Consultants                 $3,083

ASTD                          Trade Show Booth            $2,665


NORTHWEST AIRLINES: Will Host 4th-Quarter Conference Call Friday
----------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) will conduct a live audio
webcast of its conference call with the financial community and
news media on Friday, January 23, 2004 at 11:30 a.m. EST to
discuss the company's fourth quarter financial and operating
results.  The webcast can be accessed at http://www.ir.nwa.com/

The webcast replay will be available through January 30, 2004.

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

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


ONE PRICE CLOTHING: Sun One Price Backs Proposed Turnaround Plan
----------------------------------------------------------------
One Price Clothing Stores, Inc. (OTC Bulletin Board: ONPR), an
operator of a national chain of retail specialty stores offering
first quality, in-season apparel and accessories for women and
children, announced that in response to recent liquidity problems
and concerns raised by its senior lenders arising from alleged
misrepresentations made to the Company's senior lenders by certain
of the Company's former employees, it has obtained additional
support from Sun One Price, LLC, the Company's majority
stockholder, and is seeking to obtain additional support from its
other stakeholders.

John Disa, the Company's Chief Executive Officer, said: "The
Company is diligently working with its senior lenders, landlords
and vendors to implement its turnaround strategy. The Company is
grateful for the strong support shown by its vendors to date and
intends to pay its landlords and vendors in full, but over a
longer term. While the Company remains in close contact with its
lenders, funding by such lenders has been restricted while the
Company seeks to obtain further support from its stakeholders.
Timely stakeholder support is viewed as essential for the Company
to obtain momentum for the Spring season, historically, the
Company's most profitable period. In the near term, merchandise
vendors that provide the support requested will receive cash on
delivery for a significant percentage of each purchase order, with
the remaining balance to be paid on normal terms and conditions."

Mr. Disa stated: "The Company intends to accelerate the
implementation of its turnaround plan in three ways. First, the
Company has taken steps designed to improve its merchandising
capability by reshaping its merchandising strategy and enhancing
its organizational model. Second, the Company plans to close
between 130-165 under-performing stores during 2004, 130 of which
are subject to leases that either expire in 2004 or that will
allow the Company to be released from its lease obligations. We
believe the remaining store base of approximately 385 stores will
provide the Company with a sound financial platform going forward.
Finally, the Company intends to further reduce its expenses by
continuing an expense reduction plan that has already permanently
reduced the Company's overhead by approximately $6.0 million. The
Company believes that accomplishing these three key steps, along
with obtaining satisfactory support from its stakeholders, will
put the Company in a sound financial position. Pending the receipt
of this support from its stakeholders, the Company has suspended
payments to landlords and merchandise vendors."

Lynn Skillen, the Company's Vice President and Interim Chief
Financial Officer, said: "Due to the sensitive nature of the
Company's liquidity issues, management is committed to working
with all stakeholders, reaching satisfactory long term resolutions
with its senior lenders and obtaining the support necessary from
its vendors. The Company's sales trends have been improving, as is
evidenced by the reduction in the decrease in period-over- period
comparable store sales from 11.4% in October to 8.6% in November
to 5.8% in December."

Scott King, Managing Director of Sun Capital Partners, Inc., an
affiliate of Sun One Price, LLC, added: "To assist the Company in
resolving its financial issues, Sun One Price, LLC will, if
permitted by the other lenders party to the Company's credit
facility, waive the interest on its participation interest in
loans made under the Company's credit facility and extend the term
of such loans. Sun One Price intends to work with the Company in
obtaining support from the Company's lenders, landlords, and
vendors, and is willing to invest up to $3.0 million of additional
capital in the Company if in its opinion, the Company reaches
satisfactory accommodations with its stakeholders. We are willing
to take these steps because we believe in John Disa and his
management team and the direction that they are taking the
Company. We also believe that accelerating the Company's
turnaround plan will return the Company to a sound financial
position in 2004."

One Price Clothing Stores, Inc. currently operates 549 stores in
30 states, the District of Columbia, Puerto Rico and the U.S.
Virgin Islands under the One Price & More!, BestPrice! Fashions
and BestPrice! Kids brands. For more information on One Price,
visit http://www.oneprice.com/  

                         *    *    *

As previously reported, One Price Clothing Stores Inc. incurred
operating losses during its three most recent fiscal years and the
six-month period ended August 2, 2003, and as of August 2, 2003,
the Company had a substantial working capital deficit.

The Company believes that these recent losses were exacerbated by
difficult economic conditions existing in the retail market within
which the Company operates. Since the end of fiscal 2002, the
Company has experienced a negative sales trend as compared with
the same period in prior fiscal years, even after adjusting for
the decrease in the number of stores the Company operates. The
Company's net sales for the first twenty-six weeks of fiscal 2003
were 12.5% below those for the same twenty-six weeks of fiscal
2002 which is well below the level of sales assumed in the
Company's fiscal 2003 business plan. Comparable store sales for
the first twenty-six weeks of fiscal 2003 decreased 10.3% as
compared with the same period in fiscal 2002. This difficult sales
trend occurred during one of the historically strongest net sales
periods of the Company's fiscal year. The primary reasons
identified for the fiscal 2003 year to date decrease in net sales
were imbalances in select merchandise categories, continued
weakness in consumer spending on apparel, cooler and wetter than
normal weather conditions in many of the Company's markets, and
continued economic uncertainty.

Deloitte & Touche LLP, of Greenville, South Carolina, the
Company's independent auditors have stated:  "We have previously
audited, in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet of
the Company as of February 1, 2003, and the related consolidated
statements of operations, shareholders' equity, and cash flows for
the year then ended (not presented herein); and in our report
dated May 16, 2003, we expressed an unqualified opinion on those
consolidated financial statements, and included an explanatory
paragraph concerning matters that raise substantial doubt about
the Company's ability to continue as a going concern."

Historically, the Company's primary needs for liquidity and
capital have been to fund its new store expansion and the related
investment in merchandise inventories. The Company historically
has relied upon cash provided by operations and borrowed funds
from its revolving credit facility to meet its liquidity needs.
During the Company's three most recent fiscal years, the Company
has primarily relied upon its credit facilities to offset cash
used in operations and to expand, relocate and open new stores.
Because of its existing levels of debt, management considers its
primary risk to liquidity to be its ability to generate adequate
levels of net sales and gross margin while effectively controlling
operating expenses. The Company relies on net sales and resultant
gross margin to provide sufficient cash flow to meet its financial
obligations. When net sales and gross margin levels have not been
sufficient in the past, the Company has drawn funds under its
credit facilities and/or negotiated with its lenders to provide
additional availability to meet its liquidity needs.

On June 27, 2003, the Company obtained $7,000,000 in additional
funding as a result of closing a transaction with Sun One Price,
LLC, an affiliate of Sun Capital Partners, Inc. (a private
investment firm based in Boca Raton, Florida) and three co-
investors. In exchange for the $7,000,000, the Company issued to
Sun One Price, 5,119,101 shares of its common stock, 100 shares of
its preferred stock (which are convertible into 11,964,500 shares
of common stock immediately upon amendment of the Company's
Certificate of Incorporation) and an anti-dilution warrant, the
result of which gave Sun One Price 85% of the voting rights of the
Company's common stock. Upon conversion of the 100 shares of
preferred stock to common stock, Sun One Price will own
approximately 85% of the Company's common shares outstanding and
will retain approximately 85% of the associated voting rights. The
anti-dilution warrant will allow Sun One Price to maintain its 85%
ownership position upon the exercise of options or warrants by
other investors. In addition, the Company also amended its
existing credit facility to, among other things, increase the
maximum credit from $44,650,000 to $54,650,000. The completion of
the equity investment and the amendments to the credit facility
was subject to certain conditions, including the Company obtaining
certain concessions from its existing vendors and finalization of
documentation reflecting the agreed upon enhancements to its
existing credit facility. These concessions included forgiveness
of $5,915,000 and deferral of up to 36 months of $4,099,000 of
amounts the Company owed to such vendors as of June 27, 2003. The
deferred amount bears interest at 5% per year.  These conditions
were satisfied and the stock purchase and related transactions
closed on June 27, 2003.

The Company's credit facilities consist of a revolving credit
agreement and term loan with its primary lender, a mortgage loan
collateralized by the Company's corporate offices and distribution
center and letter of credit facilities. Collectively, the credit
facilities contain certain financial and non-financial covenants,
with which the Company was in compliance at August 2, 2003.

The Company's ability to meet all obligations as they come due for
the twelve months ending July 2004, including planned capital
expenditures, is dependent upon the success in implementing its
strategies. There can be no assurance that the Company will be
successful in implementing these strategies.


OWENS CORNING: Court Approves Settlement with Nova Chemicals
------------------------------------------------------------
The Owens Corning Debtors sought and obtained Court approval of
their settlement agreement with Nova Chemicals Inc. and Nova
Chemicals (Canada) Ltd., pursuant to Sections 105(a) and 363 of
the Bankruptcy Code and Rule 9019 of the Federal Rules of
Bankruptcy Procedure.

Owens Corning, Nova Inc. and Nova Canada entered into an
agreement, dated June 1, 2000, providing the general terms for
Nova's sale of polystyrene products to Owens Corning.  In
furtherance of the Initial Agreement, Owens Corning and Nova
executed a more comprehensive agreement, dated December 15, 2000,
setting forth the complete and more specific terms and conditions
for the sale of polystyrene products from Nova to Owens Corning.
The term of the Sales Agreement expired on December 31, 2003.

On April 15, 2002, Nova timely filed against Owens Corning a
general unsecured, non-priority claim for $1,146,027, on account
of unpaid invoices for products sold to Owens Corning and alleged
unauthorized discounts taken by Owens Corning.  Owens Corning
disputes the amount of the Claim.

On January 24, 2003, Owens Corning paid to Nova $88,872, pursuant
to a Court order dated December 16, 2002.

The Debtors alleged that Nova may have received one or more
transfers of property totaling $759,514, net of subsequent new
value, that may be voidable as preferential transfers and that
the value thereof may be recoverable by one or more of the
Debtors under applicable law, including, but not limited to,
Sections 547 and 550 of the Bankruptcy Code.  Nova disputes the
Preference Claim.

The Debtors and Nova entered into a Court-approved Tolling
Agreement, dated September 11, 2002, pursuant to which any and
all applicable limitation periods to bar any claim or remedy or
the bringing of any action or proceeding that could be brought
under any applicable law to avoid or recover all of any portion
of the Preference Claim or the value thereof were tolled and
extended through and including the later of October 5, 2003 or 30
days after the effective date of a confirmed plan of
reorganization for the Debtors' cases.

Nova asserts that the Sales Agreement is an extension of the
Initial Agreement and that the Agreement is executory.  Owens
Corning contends that the executory nature of the Agreement is
subject to good faith dispute.  Nova requested that, in
consideration of certain favorable modifications to the
Agreement, Owens Corning assume the Agreement, as modified, and
pay to Nova what would be paid in the event of an assumption of
the Agreement.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that Nova is an important strategic
supplier of polystyrene products to Owens Corning and is actively
working with Owens Corning on various strategic initiatives, most
notably the development of certain next generation technology.

The parties agreed to settle the disputes concerning the nature
of the Agreement and the issues addressed in the Tolling
Agreement and entered into a Settlement Agreement.

                     The Settlement Agreement

Owens Corning and Nova engaged in discussions with respect to the
disputed issues and entered into a Settlement Agreement dated as
of September 16, 2003.  The salient terms of the Settlement
Agreement are:

   (1) Owens Corning and Nova will enter into an amended
       Agreement, which:
   
       (a) extends the term of the Agreement until December 31,
           2008; and

       (b) provides for:

            (i) more favorable pricing and rebate terms to Owens
                Corning; and

           (ii) a $500,000 payment to Owens Corning;

   (2) Owens Corning will pay to Nova $1,005,531.  The making of
       the Cure Payment will be in settlement of the disputes
       set forth in the Settlement Agreement and will satisfy any
       and all cure obligation, if any, owed with respect to the
       Agreement or the Amended Agreement pursuant to Section
       365(b)(1) of the Bankruptcy Code or otherwise;

   (3) Nova will amend the Claim to $0 by executing an Amendment
       and sending the Amendment to Owens Corning's Claims
       Agent;

   (4) Nova releases and forever discharges the Debtors, from any
       and all claims, liabilities and demands, which Nova had,
       now had or hereafter can, will or may have against the
       Debtors that arose or occurred prior to the date of the
       Settlement Agreement regarding the Agreement or the
       Amended Agreement;

   (5) The Settlement Agreement is in full and final satisfaction
       of any and all rights of Nova pursuant to Section 365,
       including, but not limited to, the right to contend that
       the Agreement or the Amended Agreement is executory and
       the right to recover any and all cure obligations that
       may be owed with respect to the Agreement or the Amended
       Agreement; and

   (6) The Debtors and the Debtors' estates release and forever
       discharge Nova from any and all claims, liabilities and
       demands which the Debtors or the Debtors' estates had, now
       had or hereafter can, will or may have against Nova. (Owens
       Corning Bankruptcy News, Issue No. 65; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)   


PARMALAT: Commissioner Confirms He's Not Selling Aussie Assets
--------------------------------------------------------------
Early last week, Parmalat Australia Limited Managing Director,
David Lord, made a brief visit to Parmalat global headquarters in
Italy, together with other senior executives of the global
Parmalat Group, for an update on the parent company's financial
situation and the administration of the world group.

During the discussions between Parmalat's government-appointed
administrator, Enrico Bondi, and Mr. Lord, Mr. Bondi underlined
his support of Parmalat Australia and its management.  Mr. Bondi
indicated that he is satisfied that the Australian business is
sound.  Mr. Bondi confirmed that there are no current plans for
the sale of any Parmalat Australia assets.

Mr. Lord reiterated that it was business as usual for Parmalat
Australia.

Parmalat Australian directors, including Mr. Lord, cannot direct
or influence events unfolding overseas.  They are committed and
legally required, however, to ensure the financial health and
well being of the Australian business.  Their primary focus
continues to be on the success of Parmalat Australia.

Operating independently within the wider global group, Parmalat
Australia is profitable, cash flow positive and stable.  It
continues to trade as normal. (Parmalat Bankruptcy News, Issue No.
3; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PC CONNECTION: Will Publish Fourth-Quarter Results on January 29
----------------------------------------------------------------
PC Connection, Inc. (NASDAQ: PCCC), a leading direct marketer of
information technology products and solutions, will release its
fourth quarter 2003 operating results on Thursday, January 29,
2004 at 7:00 a.m. Eastern Standard Time (EST).

On January 29, 2004 at 10:00 a.m. EST, management will review
these results during their quarterly conference call. The
conference call will be available to the general public on a live
webcast - in listen-only mode - on the Company's web site at
http://www.pcconnection.com/and on http://www.streetevents.com/  

PC Connection, Inc., a Fortune 1000 company, operates through
three sales subsidiaries, PC Connection Sales Corporation of
Merrimack, NH, GovConnection, Inc. of Rockville, MD, and
MoreDirect, Inc. of Boca Raton, FL. PC Connection Sales
Corporation is a rapid-response provider of information technology
(IT) products and solutions offering more than 100,000 brand-name
products to businesses through its staff of technically trained
outbound sales account managers and catalog telesales
representatives, its comprehensive web sites at
http://www.pcconnection.comand http://www.macconnection.com/and  
its catalogs PC Connection (1-800-800-5555) and MacConnection (1-
800-800-2222). GovConnection, Inc. is a rapid-response provider of
IT products and solutions, offering more than 100,000 brand-name
products to federal, state and local government agencies, and
educational institutions (1-800-800-0019). MoreDirect, Inc.
provides corporate technology buyers with a comprehensive web-
based e-procurement solution and in-depth IT supply-chain
expertise, serving as a one-stop source by aggregating more than
300,000 products from the inventories of leading IT wholesale
distributors and manufacturers. All three subsidiaries can deliver
custom-configured computer systems overnight.

                         *     *     *

As reported in Troubled Company Reporter's November 27, 2003
edition, PC Connection, Inc.'s lenders affirmed their $45 million
line of credit and key inventory purchase security agreements. The
lenders granted a waiver of a technical default resulting from the
loss of a General Services Administration contract earlier this
month by GovConnection, Inc., a subsidiary of holding company PC
Connection, Inc., formed following the acquisition of ComTeq
Federal, Inc. of Rockville, Md. in 1999.

Under the terms of its lender agreements, any event that has a
potential adverse material effect on a subsidiary of PC
Connection, Inc. is a technical default under the credit
agreements. The GSA contract is a purchasing vehicle that enables
GovConnection to supply technology products and parts to federal
government agencies. GovConnection continues to supply federal
agencies through a variety of other contracts and the open market,
and expects to apply for a new GSA contract in the near future.

PC Connection, Inc., currently maintains a $45 million line of
credit as well as key inventory purchase security agreements with
its lenders. Lines of credit are maintained on a short-term basis
for routine cyclical business operations such as the build-up of
inventory prior to periods of expected strong sales.


PERFECT MATCH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: Perfect Match Holding Corporation
             350 Passaic Street
             Fairfield, New Jersey 07004

Bankruptcy Case No.: 04-11192

Debtors affiliate filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Perfect Match New Jersey, Inc.             04-11194
     Perfect Match of New York, Inc.            04-11195
     Perfect Match of Chicago, LLC              04-11196

Type of Business: The Debtor is a resource for singles who want a       
                  professional, fun, safe and easy way of
                  meeting other singles they find compatible and
                  attractive. See http://www.perfectmatch-usa.com/

Chapter 11 Petition Date: January 13, 2004

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtors' Counsel: Daniel M. Eliades, Esq.
                  Forman, Holt & Eliades LLC
                  218 Route 17 North
                  Rochelle Park, NJ 07662
                  Tel: 201-845-1000

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Perfect Match Holding Corp.  $0 to $50,000      $1 M to $10 M
Perfect Match New Jersey,    $0 to $50,000      $500,000 to $1 M
  Inc.
Perfect Match of New York,   $0 to $50,000      $500,000 to $1 M
  Inc.
Perfect Match of Chicago,    $0 to $50,000      $100,000 to
  LLC                                           $500,000


PHOTOWORKS: Streamlines Operations Under Realignment Strategy
-------------------------------------------------------------
PhotoWorks(R) Inc. (OTCBB:FOTO), a leading provider of digital and
film photofinishing services, plans to cut costs, reduce its
workforce and create new positions as part of its realignment
strategy announced in November.

Effective Thursday last week, PhotoWorks is eliminating 38 jobs,
representing approximately 18 percent of its current workforce and
affecting all areas of the company. PhotoWorks anticipates an
annual cost savings of nearly $1.8 million in salaries and
benefits. The company will record a charge of approximately
$195,000 related to these workforce reductions in its second
quarter ending March 27, 2004.

Cost-cutting initiatives across the company are also being
implemented resulting in annual savings of approximately $300,000
in manufacturing, marketing and operating expenses. Some of this
cost containment will be realized immediately while other cost-
cutting initiatives will generate results over time.

The company plans to allocate some of these cost savings to
several newly created positions in digital product marketing, as
well as in technology, product and Web site development. "We are
realigning our organization to reflect the radical changes in our
business. We want our employees to have a passion for digital
photography and product innovation that supports our digital
business plans," stated President and CEO Philippe Sanchez. "With
a greater focus on accountability, vice presidents responsible for
technology and new product development, marketing, operations and
business development, finance and administration will report
directly to the CEO," Sanchez said.

          Cost Containment Integral to Revitalization

The decision to lay off employees is part of a broad business
strategy first announced in November 2003 by Sanchez soon after he
was named CEO. At that time, Sanchez stressed the need for
PhotoWorks to focus on its core businesses, with particular
attention to the high-growth digital photo processing sector.
Sanchez then outlined a program of expense reduction, increased
cash generation from operations, and balance sheet improvement.

"While always difficult, these layoffs are integral to our ongoing
strategic plan to establish sustainable profitability for
PhotoWorks," Sanchez said. "Last spring, PhotoWorks began a
program of spending reductions and operational efficiencies. These
measures are necessary to our revitalization and we are now
beginning to see positive results."

Sanchez noted that all employees affected by this reduction will
receive severance payments. A comprehensive outplacement and job
transition program will be available for all departing management
employees.

Formerly Seattle FilmWorks, PhotoWorks(R) has been delivering high
quality photographs to more than 6 million satisfied customers for
25 years. The company is dedicated to providing innovative and
inspiring ways for people to create, share and preserve their
photographic memories. Every day, digital and film photographers
come to www.photoworks.com to upload, enhance and print their best
photographic memories, simply and conveniently. The company offers
a 100% satisfaction guarantee. Based in Seattle, PhotoWorks is
publicly traded (OTCBB: FOTO). More information about PhotoWorks
is available at http://www.photoworks.com/

                           *     *     *

                Liquidity and Capital Resources

At September 27, 2003, Photoworks' balance sheet shows that its
total shareholders' equity is whittled further down to $564,000
from about $4.6 million a year ago.

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

"Net cash generated from operating activities in fiscal 2003 was
$3,930,000 compared to $1,445,000 in fiscal 2002 and net cash used
of $4,596,000 in fiscal 2001. In fiscal 2003, we generated cash
from operating activities primarily due to tax refunds we received
of $1,915,000 and the utilization of certain prepayments for
expenditures made in fiscal 2002 of $3,455,000, primarily for
prepayment of postage and other shipping costs and maintenance
contracts. In fiscal 2002, we generated cash from operations due
to a decrease in operating costs as compared to fiscal 2001,
combined with the tax benefits discussed above. In fiscal 2001, we
incurred a net loss of $12,122,000 that was partially offset by
non-cash charges related to depreciation and various other
operating expense accruals.

"Net cash used in investing activities was $256,000 in fiscal 2003
compared to $583,000 in fiscal 2002. Net cash used in investing
activities was $583,000 in fiscal 2002 compared to net cash
generated from investing activities of $842,000 in fiscal 2001. In
fiscal 2003 and 2002, we purchased additional equipment to support
our digital strategy. The increase in net cash generated from
investing activities for fiscal 2001 was primarily due to sales of
securities available-for-sale.

"Net cash used in financing activities was $93,000 compared to net
cash used of $2,548,000 in fiscal 2002 and net cash from financing
activities of $4,620,000 in fiscal 2001. Fiscal 2003 included
payments for lease obligations and in fiscal 2002, we paid off our
bank loan of $2,350,000. In fiscal 2001, net cash from financing
activities included proceeds from a bank loan and issuance of
Subordinated Convertible Debentures.

"The ratio of current assets to current liabilities was 1.46 to 1
at the end of fiscal 2003 compared to 1.80 to 1 at the end of
fiscal 2002 and .67 to 1 at the end of fiscal 2001. The decrease
in fiscal 2003 compared to fiscal 2002 is primarily due to a
decrease in income tax receivable and prepaid expenses as
discussed above, partially offset by increased cash and cash
equivalents and a decrease in accounts payable. The increase in
fiscal 2002 compared to fiscal 2001 is primarily due to an
increase in income tax receivable and prepaid expenses, partially
offset by decreases in inventory, accounts payable, and bank
loan payable.

"Net capital expenditures during fiscal 2003 totaled $270,000
compared to $668,000 in fiscal 2002 and $187,000 in fiscal 2001.
The expenditures related primarily to the purchase of additional
digital processing equipment. We have plans for capital
expenditures as needed, although at this time we have no binding
commitments.

"As of December 12, 2003, our principal source of liquidity
included approximately $4,094,000 of cash and cash equivalents. We
currently anticipate that existing cash and cash equivalents and
projected future cash flows from operations will be sufficient to
fund our operations, including any capital expenditures, and to
service our indebtedness through at least the next twelve months.
However, if we do not generate sufficient cash from operations to
satisfy our ongoing expenses, we may be required to seek external
sources of financing or refinance our obligations. Possible
sources of financing include the sale of equity securities or bank
borrowings. There can be no assurance that we will be able to
obtain adequate financing in the future."


POSITIVE ACCESS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Positive Access, Inc.
        4975 Steptoe #600
        Las Vegas, Nevada 89122

Bankruptcy Case No.: 04-10491

Chapter 11 Petition Date: January 16, 2004

Court: District of Nevada (Las Vegas)

Judge: Lloyd King

Debtor's Counsel: Thomas L. Kummer, Esq.
                  706 Brookdale Drive
                  Statesville, North Carolina 28677
                  Tel: 704-872-5852

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million


PREMCOR REFINING: Fitch Places Debt Ratings on Watch Positive
-------------------------------------------------------------
Fitch Ratings has placed the debt ratings of Premcor Refining
Group and Port Arthur Finance Corp. on Rating Watch Positive
following the announcement that Premcor Inc. has agreed to
purchase to the Delaware City, Delware refinery from Motiva
Enterprises LLC. Fitch Ratings rates the debt of Premcor Refining
Group and Port Arthur Finance Corp., as follows:

Premcor Refining Group

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

Port Arthur Finance Corp.

     --Senior secured notes 'BB'.

The acquisition of the 180,000 barrel per day (bpd) heavy crude
refinery is valued at approximately $800 million plus working
capital estimated at $100 million. In addition to the refinery,
the transaction also includes a petroleum coke gasification unit
and 160 megawatt cogeneration facility, which when fully
operational is expected to generate approximately $50 million of
EBITDA annually. The agreement also includes up to $125 million of
additional payments to Motiva if certain refining margins are met
or the gasification facility achieves certain performance
measures. Premcor intends to finance Delaware City conservatively,
which is expected to include a significant equity offering and the
assumption of $365 million of low cost tax exempt bonds. Closing
of the transaction is expected in May 2004.

Fitch anticipates raising each of the debt ratings under Premcor
one notch with the closing of the acquisition and will be meeting
with management in coming weeks to further review the transaction.
The purchase of Delaware City continues the conservatively
financed growth story outlined by management beginning with the
initial public offering in early 2002. Management has
significantly improved both its capital structure and operating
base over the past two years, and with Delaware City and the
completion of the Port Arthur expansion in 2006, Premcor will have
increased crude capacity to approximately 817,000 bpd from 610,000
bpd today.

Fitch, however, also continues to have concerns with the
significant capital expenditures required by Premcor and other
refiners to meet the low sulfur fuel specifications as well as
other regulatory spending. Although the Delaware City is already
capable of meeting the low sulfur gasoline regulations and
requires potentially only modest investments for on road diesel,
the refinery requires an estimated $175 million for scrubbers for
the refinery's coker and cat cracker. Although Fitch is cautiously
expecting a sustained higher refining margin environment, Premcor
would likely be free cash flow negative due to its significant
capital program under a weaker margin environment.


PREMCOR: S&P Affirms BB- Ratings and Maintains Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit ratings on Premcor Refining Group Inc., and its parent
company, Premcor USA Inc.

At the same time, Standard & Poor's affirmed its 'BB' senior
secured debt rating on Port Arthur Finance Corp., the issuer for
Port Arthur Coker Company L.P. The outlook remains negative.
     
In addition, Standard & Poor's placed its 'A+' rating on Motiva
Enterprises LLC's $365 million in aggregate Delaware Economic
Development bonds series 1997 A, B, and C on CreditWatch with
developing implications.

A ratings affirmation or upgrade of the Delaware Economic
Development bonds are contingent on Premcor's ability to provide a
credit support mechanism equivalent to or greater than the current
'A+' rating on the issues.
     
A rating downgrade would occur if the bonds were transferred to
Premcor with a weaker credit support mechanism in place. If the
bonds are not transferred to Premcor, the bonds would remain
obligations of Motiva and Standard & Poor's would affirm its
rating on the bonds with a stable outlook. In this case, Premcor
would be compelled to seek alternative financing.
     
The ratings affirmation on Premcor follows its announcement that
it has reached an agreement to purchase Motiva Enterprises'
180,000 barrels per day Delaware City refining complex.
     
Premcor is buying the Delaware City refinery for about $800
million, excluding inventory of about $100 million (at current
market prices) and a potential "earn out" of $125 million over the
next three years.
     
"The rating affirmation for Premcor reflects our assessment that
the transaction will improve Premcor's business risk profile
through the diversification of its cash flows while essentially
leaving the company's capital structure unchanged," said Standard
& Poor's credit analyst Steven Nocar.
     
"However, we are still concerned that Premcor's leverage could
rise and liquidity deteriorate if the industry experiences a
cyclical downturn before the company can complete its clean-fuels
spending program," added Mr. Nocar.


R.H. DONNELLEY: Appoints Thomas D. D'Orazio VP and Controller
-------------------------------------------------------------
R.H. Donnelley Corporation (NYSE:RHD), a leading publisher of
yellow page directories, announced that Thomas D. D'Orazio has
been appointed Vice President and Controller, effective January 5,
2004.

D'Orazio will replace William C. Drexler, who will be leaving the
Company to pursue other opportunities, following an orderly
transition.

D'Orazio was previously Vice President and Corporate Controller at
Pillowtex Corporation, one of the largest North American
manufacturers of home textile products with over $1 billion in
sales. At Pillowtex, D'Orazio oversaw accounting, tax and
financial systems. Before joining Pillowtex in 2001, D'Orazio was
Corporate Controller at Glatfelter, a publicly traded manufacturer
of specialty paper and engineered products. At Glatfelter,
D'Orazio oversaw all domestic and international accounting and
tax. Prior to Glatfelter, Mr. D'Orazio held a number of roles of
increasing responsibility in the finance organizations at textile
companies, including Forstmann & Company and Mohawk Industries,
Inc. D'Orazio spent three years as Assistant Project Manager,
Research and Technical Activities at the Financial Accounting
Standards Board. Prior to that, D'Orazio worked for Arthur
Andersen in New York. D'Orazio received his BBA in Accounting and
Financial Management from Pace University and is a licensed CPA in
the state of New York.

"We are delighted to add Tom to our finance leadership team," said
Steven M. Blondy, Senior Vice President and CFO of R.H. Donnelley.
"Tom has extensive experience managing all aspects of accounting,
finance and tax operations and brings valuable leadership as we
continue to drive the Company forward."

Blondy added, "We would also like to recognize Bill Drexler for
his tireless commitment and numerous contributions to R.H.
Donnelley during his 12-year tenure. Bill has added immeasurably
to the Company's success, in particular helping the Company
transition to an independent public company since 1998 and with
the integration of the SPA acquisition over the past year. We will
miss Bill and wish him all the best in his new pursuits."

D'Orazio said, "I am thrilled to join the management team at R.H.
Donnelley, a well respected industry leader in directional media.
I look forward to leveraging my experience in finance and
accounting operations to build on Donnelley's strong platform for
future growth."

R.H. Donnelley -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $61 million -- is a
leading publisher of yellow pages directories which publishes 260
directories under the Sprint Yellow Pages (R) brand in 18 states,
with major markets including Las Vegas, Orlando, and Lee County,
Florida. The Company also serves as the exclusive sales agent for
129 SBC directories under the SBC Smart Yellow Pages (R) brand in
Illinois and northwest Indiana through DonTech, its perpetual
partnership with SBC. Including DonTech, R.H. Donnelley serves
more than 250,000 local and national advertisers. For more
information, please visit R.H. Donnelley at http://www.rhd.com/  


RCN CORP: Pepco Holdings Monitoring RCN's Debt Restructuring
------------------------------------------------------------
Pepco Holdings, Inc. (NYSE: POM) is monitoring efforts by RCN
Corp., with which it shares joint ownership of Starpower
Communications, LLC, as RCN seeks to restructure its debt.

PHI's wholly owned subsidiary, Pepco Communications, L.L.C., owns
a 50 percent interest in Starpower, a joint venture with RCN.  
Starpower provides cable and telecommunication services to
households in the Washington, D.C. area.

RCN announced Thursday that it has chosen to defer the decision to
make an interest payment, due Thursday, of approximately $10.3
million with respect to its 10-1/8% Senior Notes due 2010.  RCN
also said it is continuing discussions with its Senior Secured
Lenders and an ad hoc committee of holders of its Senior Notes and
others concerning a consensual financial restructuring of its
balance sheet.  RCN, by contract, provides significant services to
Starpower, including billing, customer service operations and
acquisition of cable programming.

PHI is continuing to monitor the events involving RCN.  The book
value of PHI's investment in Starpower as of Sept. 30, 2003 was
approximately $141 million.  Starpower's recent contribution to
PHI's results of operations has been immaterial.

Pepco Holdings, Inc. is a diversified energy company with
headquarters in Washington, D.C.  Its principal operations consist
of Pepco and Conectiv Power Delivery, which deliver 50,000
gigawatt-hours of power to more than 1.8 million customers in
Washington, Delaware, Maryland, New Jersey and Virginia. PHI
engages in regulated utility operations by delivering electricity
and natural gas, and provides competitive energy and energy
products and services to residential and commercial customers.

                         *    *    *

As reported in Troubled Company Reporter's Monday Edition, RCN
Corporation (Nasdaq: RCNC) is continuing discussions with its
Senior Secured Lenders and an ad hoc committee of holders of its
Senior Notes and others on a consensual financial restructuring of
its balance sheet.

In anticipation of a successful negotiation, RCN has chosen to
defer the decision to make an interest payment scheduled to be
made on January 15, 2004, of approximately $10.3 million with
respect to its 10-1/8% Senior Notes due 2010.

That decision was made as part of the ongoing negotiations with
the Lenders. RCN has not made a final decision whether to make the
interest payment, but notes that it has sufficient liquidity to
make the payment if it chooses to do so.

While these negotiations have not yet reached an agreement, based
upon negotiations with the Noteholders' Committee, RCN anticipates
that such an agreement would result in a conversion of a
substantial portion of the Senior Notes into equity and an
extremely significant dilution of current equity. Although RCN is
actively pursuing these discussions towards a final agreement on a
consensual financial restructuring, there can be no assurance that
such an agreement will ultimately be reached.

If RCN does not make this interest payment on or before
February 13, 2004, an Event of Default would arise with respect to
the 10-1/8% Senior Notes and entitle, but not require, holders of
these Notes to declare the outstanding notes immediately due and
payable. Any acceleration of amounts due of this Note would, due
to cross default provisions in the Company's indentures governing
its other senior notes, entitle, but not require, the holders of
other senior notes to declare the Company's other senior notes
immediately due and payable if they so choose. In addition, the
failure to make the payment on or before February 13, 2004 would,
due to cross default provisions in the Company's senior credit
facilities, entitle, but not require, the Lenders to declare the
Company's credit facilities immediately due and payable.

RCN Corporation (Nasdaq: RCNC) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and
high speed internet services delivered over its own fiber-optic
local network to consumers in the most densely populated markets
in the U.S. RCN has more than one million customer connections and
provides service in Boston, New York, Philadelphia/Lehigh Valley,
Chicago, San Francisco, Los Angeles and Washington, D.C.
metropolitan markets.


RED DOT: Thomas Carroll Must Return Funds from Company's Account
----------------------------------------------------------------
Angela Tese-Milner, the Chapter 7 Trustee, brought an adversary
proceeding against Thomas Carroll, the former sole shareholder of
Red Dot Scenic Inc., seeking to avoid, as allegedly fraudulent
transfers from the company's checking account, four checks written
by David Brune, Red Dot's current sole shareholder.   

Mr. Brune wrote the four checks to Mr. Carroll to reduce a
personal debt related to Mr. Brune's purchase of Mr. Carroll's
interest in Red Dot.  Mr. Brune has not reimbursed Red Dot for the
amount of the checks he wrote on the Debtor's corporate checking
account.

The United States Bankruptcy Court for the Southern District
entered summary judgment in favor of the trustee, and Thomas
Carroll, the former shareholder, appealed. District Court Chief
Judge Michael Mukasey subsequently affirmed the Bankruptcy Court's
decision. And Mr. Carroll has appealed to the United States Court
of Appeals for the Second Circuit (Docket No. 03-5016).

Circuit Judges Van Graafeiland, Sack and John R. Gibson (of the
United States Court of Appeals for the Eighth Circuit, sitting by
designation) affirmed the two earlier rulings which held Mr.
Carroll, the former shareholder liable.  The Court of Appeals says
in its Per Curiam Opinion that the key issue is who was the
initial transferee of the funds in question.

Anne-Miriam V. Hart, New York, N.Y., appears for Defendant-
Appellant Thomas Carroll.  And Michael Milner of the law firm of
Tese & Milner appears for Chapter 7 Trustee Angela Tese-Milner,
Plaintiff-Appellee.

           Court Of Appeals Tracks Debtor's Funds
                 To The "Initial Transferee"

The Court, in its Per Curiam Opinion, finds the bankruptcy trustee
is permitted to avoid any transfers within one year of the filing
date for Chapter 11 for which a debtor did not receive reasonably
equivalent value, and at which time the debtor either was
insolvent or because of which became insolvent. 11 U.S.C. Section
548.  Neither party contests that the requirements of section 548
were met in the instant case.  But which party or parties in the
avoidable transfer is to be recognized as liable for return of
such funds.

If the recipient of the debtor funds was the initial transferee,
the bankruptcy code imposes strict liability and the bankruptcy
trustee may recover the funds from such initial transferee.  11
U.S.C. Section 550(a).  If the recipient was not the initial
transferee, however, he or she may assert a good faith defense.  
11 U.S.C. Section 550(b).  The sole issue on appeal, say the
judges, is whether Mr. Carroll is the initial transferee of the
Debtor's funds and therefore is strictly liable for their return.

In his well-reasoned and thorough opinion, state the judges,
District Court Chief Judge Mukasey concluded that, because the
funds moved from Red Dot's account directly to Mr. Carroll, the
former shareholder, Mr. Carroll is the initial transferee and
therefore is required to return the funds in question regardless
of any potential good faith defense.  In re Red Dot Scenic Inc.,
293 B.R. 116, 122 (S.D.N.Y. 2003).  Mr. Brune, the sole current
shareholder of Red Dot, exercised no control over the funds at
issue once they were transferred from Red Dot's corporate checking
account.  He, therefore, is not the initial transferee.

"We agree with both the district court's conclusion and its
reasoning, and we therefore affirm the opinion of the district
court," the Second Circuit says.


REMINGTON ARMS: S&P Cuts Rating to B Over Poor Sales Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Remington Arms Co. Inc., including its corporate credit rating to
'B' from 'B+', and removed them from CreditWatch where they were
placed on Nov. 18, 2003, based on soft demand for the company's
products.
     
The outlook is stable. Madison, N.C.-based firearms and ammunition
manufacturer had total debt outstanding of $289.6 million,
including $32 million RACI Holding Co. debt, at Sept. 30, 2003.  
     
"The rating action reflects Remington Arms' poor firearms and
ammunition sales and the expectation that the soft selling trend
will continue into 2004," said Standard & Poor's credit analyst
Andy Liu. For the nine months ended Sept. 30, 2003, Remington
Arms' revenue declined by 8.8% compared to the prior-year period.  
The company's three product segments all recorded lower sales.  
Firearm sales, its highest-margin category, declined by 8.8% due
to lower sales volume of higher-priced shotguns and centerfire
rifles.

Ammunition sales decreased by 8.1% as target and promotional
shotshell and various centerfire and rimfire rifle ammunition
products experienced lower volume. Sales for the company's third
segment, which includes fishing products, accessories, targets and
powder metal products, declined by 11.8%.
     
Poor hunting weather on the East Coast was one factor negatively
affecting sales. In addition, consumer demand has been focused
around lower-priced rifles. Remington Arms has minimum sales to
the U.S. military, and hence, does not benefit from the conflict
in Iraq. At this time, demand is not expected to recover
significantly in 2004. The company has implemented several steps
to control inventory levels including temporary plant closures and
production slowdowns.  Without a pickup in demand, margins are not
likely to strengthen.
     
The hunting and shooting sports business is experiencing a period
of weakness and its impact is reflected by the company's financial
performance. Standard & Poor's does not expect a further weakening
from current level in 2004. However, if trend worsens, suggesting
a secular element, or debt leverage increases, it could lead
Standard & Poor's to re-examine the outlook.


REPTRON ELECTRONICS: Bankruptcy Court Confirms Chapter 11 Plan
--------------------------------------------------------------
Reptron Electronics, Inc. (OTC Bulletin Board: REPT), an
electronics manufacturing services company, reported that its
Second Amended Plan of Reorganization under Chapter 11 of the
Bankruptcy Code was confirmed by the United States Bankruptcy
Court on January 14, 2004.

Reptron anticipates the effective date of this confirmation to
occur on January 26, 2004, which is about ninety days from the
original filing date.

Under the confirmed plan of reorganization, the Company's
unsecured class of creditors that includes its existing
convertible notes, will receive new notes with a total principal
amount of $30 million. The existing notes, along with all accrued
and unpaid interest, will be cancelled. The unsecured class of
creditors will also receive 95% of the common shares of the
reorganized Company. Existing common shareholders will receive the
remaining 5% of the common shares of the reorganized Company.

"The restructuring of our convertible notes is a key component in
our strategic plan, which we believe positions the Company to take
advantage of future growth opportunities," said Paul J. Plante,
Reptron's President and Chief Operating Officer. "Once the
restructuring is completed, Reptron will have reduced its debt
load by over $70 million over the past twelve months."

"We are extremely pleased to have completed this restructuring in
such a short time frame," continued Plante. "During this period,
we have worked very hard to ensure that suppliers were timely paid
and customers received the high quality service to which they are
accustomed. Sincere thanks to all customers, suppliers and
employees for their strong support during this restructuring."

Reptron Electronics, Inc. is an electronics manufacturing services
company providing engineering services, electronics manufacturing
services and display integration services. Reptron Manufacturing
Services offers full electronics manufacturing services including
complex circuit board assembly, complete supply chain services and
manufacturing engineering services to OEMs in a wide variety of
industries. Reptron Display and System Integration provides value-
added display design engineering and system integration services
to OEMs. For more information, visit http://www.reptron.com/


ROYAL OLYMPIC: Allows Lenders to Proceed with Sale of Vessels
-------------------------------------------------------------
Further to its announcement Thursday last week, Royal Olympic
Cruises, Inc., (Nasdaq: ROCLF) has further announced that under
the agreement with the German lending institutions referred to in
that announcement, Royal Olympic and its shipowning subsidiaries
in respect of the vessels OLYMPIA VOYAGER and OLYMPIA EXPLORER,
which subsidiaries are the debtors in a Chapter 11 proceeding in
the United States Bankruptcy Court for the District of Hawaii,
Royal Olympic and its two subsidiaries will consent to the lifting
of the automatic stay in that proceeding and will consent to the
lenders proceeding with the arrest and judicial sale of the two
vessels.

The agreement further provides for the lenders to release Royal
Olympic from the terms of its parent guarantees of the obligations
of the two shipowning subsidiaries under their respective loan
agreements with the lenders, contingent upon the satisfaction of
certain conditions.

Expressly without committing the lenders to enter any legal or
binding obligation whatsoever to any person or party (on the basis
that this shall not constitute a representation or warranty),
should the first mortgagees of the Vessels or their nominees
acquire the Vessels or either of them at the judicial sales, the
lenders will, entirely without commitment, consider entering into
discussion with Royal Olympic and/or prospective charterers and/or
prospective cabin space charterers (as the case may be) with a
view to exploring the possibility (on normal commercial arms
length terms ) of the Vessels or either of them being utilised to
perform any commitments/contracts/charters currently entered into
by or on behalf of Royal Olympic for the remainder of the
2003/2004 winter and the 2004 summer seasons, including the
Olympic Games August 2004.


ROYAL OLYMPIC: Leonidas Xanthakos Named to Board and as New CEO
---------------------------------------------------------------
Royal Olympic Cruise Lines, Inc. (Nasdaq: ROCLF) announced these
changes in its management and Board of Directors:  Mr. Yiannos Th.
Pantazis has resigned as Chief Executive Officer, but will
continue to serve as a Member of the Board, and Mr. Leonidas
Xanthakos, an officer and director of subsidiary shipowning
companies of Royal Olympic, has been elected to the Board of Royal
Olympic and appointed to the position of Chief Executive Officer.  

In the course of his career, and among other positions,
Mr. Xanthakos also has served as General Manager of the Coca Cola
Hellas subsidiary of Esso Pappas.


RSJ DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: RSJ Development LLP
        507 North 15th Avenue
        Altoona, Pennsylvania 16601

Bankruptcy Case No.: 04-20415

Chapter 11 Petition Date: January 12, 2004

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Bernard Markovitz

Debtor's Counsel: Michael Kaminski, Esq.
                  DKW Law Group PC
                  58th Floor US Steel Tower
                  600 Grant Street
                  Pittsburgh, PA 15219
                  Tel: 412-355-8117
                  Fax: 412-355-2609

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


SIX FLAGS: Increases Term Loan & Redeems Some 9-3/4% Senior Notes
-----------------------------------------------------------------
Six Flags, Inc. (NYSE: PKS) successfully completed a $130,000,000
increase of the term loan portion of its senior credit facility
and has used the proceeds of the additional loan to redeem in full
on January 15, 2004 all of the Company's 9-3/4% Senior Notes due
2007 that remained outstanding following the partial redemption of
these Notes on January 5, 2004.

As a result of the transactions, the nearest maturity on the
Company's public indebtedness is its 9-1/2% Senior Notes due 2009.

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


SOLUTIA INC: Court Approves $525 Million Citibank DIP Financing
---------------------------------------------------------------
Solutia Inc. (OTC Pink Sheets: SOLUQ) announced that the U.S.
Bankruptcy Court approved the Company's final debtor-in-possession
(DIP) financing. The Court also approved a number of other motions
dealing with a variety of operational issues.

The final DIP financing of $525 million will be provided by
Citicorp USA Inc., as Administrative, Collateral and Documentation
Agents and Citibank, N.A. as issuer. Funding will be completed on
Tuesday, Jan. 20, 2004. The new facility is at a very competitive
rate and is on more attractive terms than the Company's previously
arranged interim DIP financing.

After the interim DIP financing was approved on Dec. 19, 2003,
Solutia received expressions of interest to provide final DIP
financing from a number of financial institutions which had
previously elected not to submit a financing proposal to the
Company. As required by the federal Bankruptcy Code, Solutia had a
fiduciary obligation to investigate all offers to determine if
more attractive financing alternatives were available.

"Over the past two weeks, we have received proposals from a number
of prospective lenders. With the assistance of our advisors we
fully examined each offer and worked with the Official Committee
of Unsecured Creditors and its advisors to negotiate a financing
which best met the interests of Solutia and its creditors.
Depending upon the length of our reorganization process, we
estimate the financing to be provided by Citibank will save the
company from $20 million, to over $40 million when compared to the
terms of the interim DIP financing. This is a very positive
development and will be of great value as we develop our plan of
reorganization," said Jeffry Quinn, Senior Vice President, General
Counsel and Chief Restructuring Officer.

Proceeds from the final DIP financing arrangement will be used to
retire the Company's current senior credit facility of $350
million, repay the $75 million provided by the interim DIP and
provide approximately $100 million of new liquidity net of fees
and expenses.

In addition to the approval of the final DIP credit facility, the
court also approved a number of Company motions, and finalized
other orders which had been previously granted on an interim
basis, pertaining to its continued operations, retention of
outside advisors, and other matters.

For a complete list of approved orders or for more information on
Solutia's Chapter 11 case, including access to certain Court filed
documents, please visit http://www.trumbullgroup.com/  

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


SOLUTIA INC: Signs-Up Kroll Zolfo as Bankruptcy Consultant
----------------------------------------------------------
U.S. Bankruptcy Court Justice Beatty permits the Solutia Inc.
Debtors to employ Kroll Zolfo Coopers LLC as restructuring
advisors and bankruptcy consultants in their Chapter 11 cases.

Kroll Zolfo Cooper is a restructuring firm that has been employed
in numerous nationally prominent Chapter 11 cases.  Kroll Zolfo
Cooper specializes in assisting and advising debtors, creditors,
investors and court-appointed officials in bankruptcy proceedings
and out-of-court workouts.  The firm assists in developing or
analyzing and evaluating, negotiating and confirming plans of
reorganization and testifying about debt restructuring,
feasibility and other relevant issues.  

Since June 2, 2003, Kroll Zolfo Cooper provided advisory services
to the Debtors and their non-debtor affiliates on a variety of
reorganization and related finance issues, including advising and
assisting the Debtors' management in preparing for a Chapter 11
filing.  Kroll Zolfo Cooper assisted in the gathering of
information for first day motions, assisted in the preparation of
short-term cash flows reflecting the effects of a Chapter 11
filing, assisted in the communication and coordination of filing
requirements and operating activities and provided other
services.  Throughout these activities, Kroll Zolfo Cooper's
professionals worked closely with the Debtors' management,
employees, internal communications staff and other professionals
and have become deeply familiar with the Debtors' restructuring
and related internal financing needs.  As a result, Kroll Zolfo
Cooper developed significant relevant experience and expertise,
which will assist it in providing effective and efficient
services in the Debtors' Chapter 11 cases.

In accordance with its engagement letter with the Debtors dated
December 15, 2003, Kroll Zolfo Cooper will:

   (a) advise and assist the management in organizing the
       Debtors' resources and activities so as to effectively and
       efficiently plan, coordinate and manage the Chapter 11
       process and communicate with the customers, lenders,
       suppliers, employees, shareholders and other parties-in-
       interest;

   (b) assist the management in designing and implementing
       programs to manage or divest assets, improve operations,
       reduce costs and restructure as necessary with the
       objective of rehabilitating the business;

   (c) advise the Debtors in preparation of financial material
       and operating information to be provided to official
       committees, other constituencies and their professionals,
       and financial and operating information required by the
       Bankruptcy Court;

   (d) advise and assist management in the gathering and
       preparation of the information necessary for the
       development of a plan of reorganization and underlying
       business plan, including the related assumptions and
       rationale, along with other information to be included in
       the disclosure statement;

   (e) advise and assist the Debtors in forecasting, planning,
       controlling and other aspects of managing cash;

   (f) advise the Debtors with respect to resolving disputes and
       otherwise managing the claims process; and

   (g) provide other services as may be required by the Debtors.

Leonard J. LoBiondo, CPA, CIRA, the managing director of Kroll
Zolfo Cooper, will be responsible for the overall design of the
firm's services and direction of the engagement team.  Tom
Zambelli and Cindy Conners, as project managers, will be
responsible for all aspects of engagement administration and the
coordination of the efforts of the assigned staff.

Kroll Zolfo Cooper will be paid according to its customary hourly
rates:

       Managing Directors             $600 - 725
       Professional Staff              125 - 575
       Support Personnel                50 - 225

During the one-year period preceding the Petition Date, the
Debtors paid Kroll Zolfo Cooper $4,588,220 in respect of services
rendered and related expenses incurred.  Additionally, the
Debtors provided the firm with an $800,000 retainer.

Kroll Zolfo Cooper has not applied any portion of the Retainer
toward fees accrued or reimbursement of expenses incurred before
the Petition Date.  The balance of the Retainer as of the
Petition Date is $800,000.  To the best of the Debtors'
knowledge, they do not owe any amounts to Kroll Zolfo Cooper on
account of its prepetition fees and expenses.

The Debtors will also reimburse the firm for necessary out-of-
pocket expenses incurred.  In addition, Kroll Zolfo Cooper
utilizes employees of its parent, Kroll, Inc. and its other
subsidiaries from time to time.  Their rates are consistent with
the rates charged by Kroll Zolfo Cooper personnel.

Mr. LoBiondo attests that the firm is a "disinterested person,"
as that term is defined in Section 101(14) of the Bankruptcy
Code.  Mr. LoBiondo ascertains that Kroll Zolfo Cooper does not
hold or represent any interest adverse to the Debtors' estates.
(Solutia Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


STATION CASINOS: Declares Quarterly Dividend Payable on March 4
---------------------------------------------------------------
Station Casinos, Inc. (NYSE: STN) announced that its Board of
Directors has declared its quarterly cash dividend of $0.125 per
share.  

The dividend is payable on March 4, 2004 to shareholders of record
on February 12, 2004.

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.


STOLT OFFSHORE: Revises Proposals to Increase Capital by $200MM
---------------------------------------------------------------
Further to its announcement of December 19, 2003, Stolt Offshore
S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO), announces revised
proposals to increase its capital by up to $200 million.

The Company will raise up to $150 million through a conditional
Private Placement of $100 million and Subsequent Issue of up to
$50 million. Additionally, Stolt-Nielsen S.A. has the option to
convert up to $50 million in subordinated debt. The subscription
price for both offerings remains unchanged at $2.20 per share.

Following discussions with its shareholders and lenders about the
conditions of the previous proposals, the Board of Stolt Offshore
has identified an opportunity to increase the amount of equity
capital raised in the offering by up to 50%, and on better
conditions than had formerly been available, which would deliver a
commensurate improvement to the strength of the Company's balance
sheet.

These changes require revisions to the timetable for both the
equity offerings and the distribution of new information to
shareholders. Consequently the Extraordinary General Meeting (EGM)
scheduled for January 19, 2004 has been cancelled and an EGM of
shareholders will now be held on February 11, 2004 at 3:00pm local
time at the offices of Services Generaux de Gestion S.A., 23,
Avenue Monterey, L-2086 Luxembourg. The Board of Directors of
Stolt Offshore S.A. has determined that Common Shareholders of
record as of close of business on January 21, 2004 will be
entitled to vote. A new circular and invitation to the EGM will be
sent to shareholders on or about January 22, 2004.

The outline of the revised equity issue is as follows:

    - a Private Placement of 45.5 million new Common Shares to
      European institutional investors which is fully subscribed;

    - a Subsequent Issue of up to 22.8 million new Common Shares
      to shareholders as of January 15, 2004, (of record
      January 21, 2004) who were not given the opportunity to
      participate in this Private Placement; and

    - an option for Stolt-Nielsen S.A. to elect before
      February 12, 2004 to subscribe for up to an additional 22.8
      million Common Shares in

    - consideration for conversion of up to $50 million of
      subordinated loans to Stolt Offshore on the same terms as
      those in the proposed equity issue.

The Stolt Offshore Board has proposed the equity issue in order
to:

    - accelerate the financial restructuring of the Company
      through the raising of $100 million from the Private
      Placement and up to $50 million from the Subsequent Issue;
      And

    - establish a better capital structure through the increase of
      book equity by a minimum of $100 million and up to a maximum
      of $200 million from which to reap the full advantages of
      the recent strategic and organisational changes.

The closing of the Private Placement will be subject to various
conditions being met by February 12, 2004 including, among others:

    - approval by the Stolt Offshore shareholders;

    - Stolt Offshore having agreed a new bonding facility in an
      amount not less than $100 million; and

    - the conversion of the Company's "B" Shares, which are all
      owned by a subsidiary of Stolt-Nielsen S.A., to Common
      Shares on a 2:1 basis.

It is contemplated that the net proceeds from the Private
Placement and the Subsequent Issue will be used for (i) security
for the new bonding facility (as further described below), (ii)
working capital, (iii) prepayment of existing debt and/or (iv)
general corporate purposes. Stolt Offshore may review its status
regarding the Stolt-Nielsen S.A. liquidity line (which has not
been drawn) on completion of the Private Placement.

Assuming the completion of the equity issues in full, Stolt
Offshore will no longer be a majority controlled subsidiary of the
Stolt-Nielsen Group.

It is anticipated that the Subsequent Issue will take place before
the end of the second quarter of 2004. The subscription rights for
the Subsequent Issue will not be tradeable or transferrable. To
the extent that any such shareholders do not subscribe their
relative part of shares in the Subsequent Issue, the Company may
allocate these shares in the Subsequent Issue to other subscribers
in the Subsequent Issue, the subscribers in the Private Placement,
Stolt-Nielsen S.A., their respective affiliates or other
investors. Tom Ehret, Stolt Offshore CEO, said, "Today's revised
equity issue is a step forward from the initial proposals. It
brings Stolt Offshore additional capital strength to its balance
sheet, helping to sustain the recovery of the business and advance
its competitive potential in the market place."

Jacob Stolt-Nielsen, Chairman said, "We welcome this development
which significantly improves the financial capability of Stolt
Offshore. Stolt-Nielsen S.A. will remain a major and positive
shareholder in the Company."

The securities to be offered in the Private Placement have not and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States
without registration or an applicable exemption from the
registration requirements. This press release does not constitute
an offer to sell or the solicitation of an offer to buy any
securities in the United States nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful. Any public offering of securities to be
made in the United States will be made by means of a prospectus
that may be obtained from the issuer and that will contain
detailed information about the Company and management, as well as
financial statements.

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas

                         *    *    *

As reported in Troubled Company Reporter's January 2, 2004
edition, Stolt Offshore S.A. obtained an extension from
December 15, 2003 until April 30, 2004 of the waiver of banking
covenants.

Stolt Offshore continues discussions with its lenders towards a
long-term agreement.


STONE & WEBSTER: Court Confirms Third Amended Joint Reorg. Plan
---------------------------------------------------------------
Stone & Webster, Incorporated (OTC: SWBIQ.PK) and Stone & Webster
Engineers and Constructors, Inc., announced that the Third Amended
Joint Plan of Reorganization was confirmed Friday by the United
States Bankruptcy Court for the District of Delaware.

The Amended Plan, which had the support of Federal Insurance
Company and Maine Yankee Atomic Power Company, the companies' two
largest unsecured creditors, as well as the Official Committee of
Unsecured Creditors and the Official Committee of Equity Holders,
provides for the creation of separate consolidated estates for
Stone & Webster, Incorporated and certain of its debtor
subsidiaries and Stone & Webster Engineers and Constructors, Inc.
and certain of its debtor subsidiaries, with each estate to be
separately funded and administered. The Plan of Reorganization was
approved overwhelmingly by creditors and other parties in
interest.

The effective date of the Plan of Reorganization is expected to
occur by February 6, 2004. Pursuant to terms of the Amended Plan,
all trading in the common stock of Stone & Webster, Incorporated
will cease as of the close of business today and the Company's
stock transfer records will be closed.

It is anticipated that equity holders as of August 27, 2003 who
voted to accept the Amended Plan and tender their shares will
receive the initial distribution as contemplated within the
Amended Plan shortly after the effective date. Interested parties
are urged to read the Amended Plan and the related Disclosure
Statement, copies of which have been filed with the Bankruptcy
Court and the Securities and Exchange Commission. More information
is available on the companies' Web site at
http://www.stonewebinc.com/


STRUCTURED ASSET: Fitch Affirms 15 & Downgrades 2 RMBS Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed 15 and downgraded 2 classes of
Structured Asset Securities Corp. residential mortgage-backed
certificates, as follows:

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 1998-11 Group 1

     --Class 1-A Affirmed at 'AAA';
     --Class 1-B1 Affirmed at 'AAA';
     --Class 1-B2 Affirmed at 'AA';
     --Class 1-B3 Affirmed at 'BBB';
     --Class 1-B4 Downgraded to 'B' from 'BB';
     --Class 1-B5 Downgraded to 'D' from 'C'.

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 1998-11 Group 2

     --Class 2-A Affirmed at 'AAA';
     --Class 2-B1 Affirmed at 'AAA';
     --Class 2-B2 Affirmed at 'AAA';
     --Class 2-B3 Affirmed at 'AA';
     --Class 2-B4 Affirmed at 'BBB+';
     --Class 2-B5 Affirmed at 'BB'.

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2000-3

     --Class A Affirmed at 'AAA';
     --Class B1 Affirmed at 'AAA';
     --Class B2, BX Affirmed at 'A';
     --Class B3 Rated 'BB' remains on Rating Watch Negative;
     --Class B4 Affirmed at 'C'.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.

The downgrades of SASCO 1998-11 Group 1 class 1-B4 and 1-B5 are
taken due to the level of losses incurred, future loss
expectations and the high delinquencies in relation to the
applicable credit support levels as of the December 2003
distribution date.


SUMMITVILLE TILES: Gets Nod to Hire McDonald Hopkins as Counsel
---------------------------------------------------------------
Summitville Tiles, Inc., sought and obtained approval from the
U.S. Bankruptcy Court for the Northern District of Ohio to retain
and employ McDonald Hopkins Co., LPA as its counsel.

McDonald Hopkins will:

     a) file and monitor the Debtor's chapter 11 case and legal
        activities, and advising the Debtor on the legal
        ramifications of certain actions;

     b) provide the Debtor with advice regarding its obligations
        and duties;

     c) execute the Debtor's decisions by filing with the Court
        motions, objections, and other relevant documents;

     d) appear before the Court on all matters in this case
        relevant to the interests of the Debtor;

     e) assist the Debtor in the administration of this chapter
        11 case; and

     f) take such other actions as are necessary to protect the
        rights of the Debtor's estate.

The current hourly rates charged by McDonald Hopkins for
professionals and paraprofessionals are:

          Shareholders       $245 to $410 per hour
          Associates         $140 to $240 per hour
          Legal Assistants   $85 to $165 per hour
          Law Clerks         $75 per hour

Shawn M. Riley, Esq., assures the Court that McDonald Hopkins is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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 11 protection
on December 12, 2003 (Bankr. N.D. Ohio Case No. 03-46341).  When
the Company filed for protection from its creditors, it estimated
debts and assets of more than $10 million.


SUN HEALTHCARE: Wants Claim Objection Deadline Moved to Mar. 16
---------------------------------------------------------------
The Sun Healthcare Debtors ask the Court to further extend their
deadline to file objections to claims asserted in their cases,
through and including March 16, 2004.  

According to Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, an extension will give the
Debtors sufficient time to complete the evaluation of, and
objections to, all outstanding claims.

Mr. Silberglied points out that the Debtors have diligently
reviewed, analyzed, objected to, and reconciled a significant
volume of the claims filed in their Chapter 11 cases.  However,
the claims process was slowed to some degree by the turnover of
the Debtors' personnel, as well as by the limitations on the
number of claims which may be objected to, imposed by Rule 3007-1
of the Local Rules of Bankruptcy Procedure.  Arthur Andersen's
services have likewise been discontinued.  Thus, the review and
objection process has not proceeded as quickly as anticipated.  
To date, there are still claims that the Debtors have not yet
reviewed, and requests that have not yet been filed with the
Court.

Mr. Silberglied assures the Court that the Debtors' request is
not sought for purposes of delay and will not prejudice
claimants.  The Debtors will continue to diligently pursue timely
and efficient resolution of the remaining claims.  The Debtors
further reserve their rights to seek further extensions.

Judge Fitzgerald will convene a hearing on January 26, 2004 at
11:30 a.m. to consider the Debtors' request.  By application of  
Delaware Local Rule 9006-2, the Debtors' Claims Objection
Deadline is automatically extended until the conclusion of that
hearing. (Sun Healthcare Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


SYMONS INTERNATIONAL: BDO Seidman Resigns as Independent Auditor
----------------------------------------------------------------
On November 19, 2003, Symons International Group, Inc. was advised
by BDO Seidman, LLP of its resignation as independent accountant
of the Company.

During the audit of the Company's December 31, 2002 year ended
financial statements, the Company was advised that BDO disagreed
with the Company's reserve for loss and loss adjustment expenses
based upon an analysis of the reserves performed by the consulting
actuary engaged by BDO. The Company made an adjustment to its
reserves prior to BDO's issuance of opinion on the December 31,
2002 financial statements with respect to its insurance company
subsidiaries. BDO's report with respect to the years ended
December 31, 2001 and December 31, 2002 contained a going concern
opinion.

Symons International Group, Inc. -- whose March 31, 2003 balance
sheet shows a total shareholders' equity deficit of about $185
million -- owns insurance companies that underwrite and market
nonstandard private passenger automobile insurance. The Company's  
principal insurance company subsidiaries are Pafco General
Insurance Company and Superior Insurance Company. The Company is a
73.8% owned subsidiary of Goran Capital Inc.  

The parent company of Pafco and Superior is Superior Insurance
Group, Inc.  Pafco, Superior and Superior's subsidiaries, Superior
Guaranty Insurance Company and Superior American Insurance
Company, are engaged in the writing of insurance coverage for  
automobile physical damage andliability policies for nonstandard
risks. Nonstandard risk insureds are those individuals who are
unable to obtain insurance coverage through standard market
carriers due to factors such as poor premium payment history,
driving experience or violations, occupation or type of vehicle.
The Company offers several different policies that are directed
towards different classes of risk within the nonstandard market.
Premium rates for nonstandard risks are higher than for standard
risks. Since it can be viewed as a residual  market,  the  size  
of the nonstandard private passenger automobile insurance  market
changes with the insurance environment and grows when standard
coverage becomes more restrictive. Nonstandard policies have
relatively short policy periods and low limits of liability. Also,  
since the nonstandard automobile insurance business typically
experiences lower rates of retention than standard automobile
insurance, the number of new policyholders underwritten by  
nonstandard automobile insurance carriers each year is
substantially greater than the number of new policyholders
underwritten by standard carriers.


TEMBEC: Shuts Down Ontario Newsprint Paper Machine Indefinitely
---------------------------------------------------------------
Tembec said it will shut down one of its paper machines at its
newsprint facility in Kapuskasing, Ontario for an indefinite
period. The shutdown will remove an estimated 75,000 tonnes
annually from the marketplace, and will result in a work force
reduction of approximately 65 people.

Company officials noted that historically low newsprint prices,
combined with the strengthening Canadian dollar and high energy
and fiber costs in the province of Ontario had led to the
decision.
    
Tembec also announced that it will be raising newsprint prices in
the United States by US$50/tonne, effective February 1, 2004.

Tembec (S&P, BB Long-Term Corp. Credit, Negative) is an integrated
Canadian forest products company principally involved in the
production of wood products, market pulp and papers. The Company
has sales of approximately $4 billion, and its common shares are
listed on The Toronto Stock Exchange under the symbol TBC.
Additional information on Tembec is available on its Web site at
http://www.tembec.com/


UNITED AIRLINES: AFL-CIO Wants to Prevent Retiree Health Care Cuts
------------------------------------------------------------------
The United Airlines Master Executive Council of the Association of
Flight Attendants-CWA, AFL-CIO, filed a grievance last night for
an expedited hearing to stop airline management from unlawfully
seeking to impose devastating cuts to retiree medical benefits by
unilaterally changing the agreement reached between the parties in
the spring of 2003.

United management signed a letter of agreement in May 2003 to
ensure that flight attendants retiring before July 1, 2003 would
have access to health care benefits that were less costly and more
comprehensive than those that would be in place for those who
retire after that date.

Over 2,500 flight attendants retired before the July 1 deadline
believing their medical benefits were protected. United is now
seeking to slash the medical benefits for those retirees by
exploiting Section 1114 of the bankruptcy code despite the
airline's return to profitability. The cuts are not necessary for
United's successful reorganization.

"We will employ every legal means necessary to stop United
management's attempt to make 2,500 loyal employees become dupes of
management's dishonesty," said AFA United MEC President Greg
Davidowitch. "United management's attack on these workers will
cause incredible harm to these retirees who are now surviving on
the fixed, modest pension of a flight attendant.

"The sacrifices of front-line employees and recent retirees are
the reason United has begun to return to profitability,"
Davidowitch said. "Cooperation among management and workers is the
only way for our carrier to successfully navigate the bankruptcy
process. For the sake of our airline, I sincerely hope management
sees the value of abandoning this ill-conceived plan before it
hurts thousands of long-time employees."

Text of the grievance and the letter of agreement United signed
with AFA, promising access to low-cost, comprehensive health care
for those who retired before July 1, 2003 can be viewed at
http://www.unitedafa.org/ AFA has also reserved its right to  
pursue other legal remedies, if necessary.

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
http://www.unitedafa.org/


UNITED AIRLINES: Enters Stipulation to Assume Denver Airport Lease
------------------------------------------------------------------
United Air Lines, Inc., and the City and County of Denver have
reached a stipulation governing the assumption of the Airport Use
and Facilities Lease Agreement.  Pursuant to the Agreement, the
City will authorize the design and construction of these capital
projects:

Project Description           Estimated Cost    Cost Center
-------------------           --------------    -----------
Concourse B Commuter Facility    $40,000,000    Finish & Airfield
Taxiway Project                   10,000,000    Airfield
Ticketing Project                 15,000,000    Tenant Finish
UA Hangar Drainage Project         8,000,000    Airfield
UA Vibration Payment              13,000,000    UA Specific
Interim Gates on Concourse A       8,400,000    Multiple
Concourse A West Expansion        42,500,000    Multiple

The City may delay or halt the design and construction activities
if a material adverse change to United's financial condition
occurs before the confirmation of United's reorganization plan.

United acknowledges that the estimated costs are order-of-
magnitude only.  United agrees to revise project costs to reflect
changes in project scope and compliance with requirements from
the Federal Aviation Administration and Transportation Security
Administration.

Effective January 1, 2004, the City adjusted United's leasehold
space by reducing 22,000 square feet of exclusive space
identified by United as discrepancies and 33,000 square feet of
exclusive space identified by United as deletions.  United has
returned 1,600 square feet of Mod 1 West ticket counter and
associated back office and baggage system space.  Approximately
105,100 square feet of Concourse B baggage sortation space will
be classified as undeveloped space in the Terminal Complex.

The City will reduce all airline rates and charges on a net basis
by an aggregate of $83,000,000 over a seven-year period from 2004
through 2010.  The sources to the City for the reductions include
but are not limited to:

   (a) $1.50 Passenger Facility Charge revenues;

   (b) the City's share of revenue credit; and

   (c) annual debt service interest savings from refunding
       outstanding airport revenue bonds.

The City fully releases United from all claims arising out of the
UAL/DIA Airport Use and Facilities Lease Agreement.  (United
Airlines Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


UNITED RENTALS: Commences Tender Offer for 10-3/4% Senior Notes
---------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) intends to refinance a
substantial portion of its outstanding indebtedness over the next
several weeks.  The refinancing is being undertaken to take
advantage of current market opportunities that should allow the
company to reduce its interest expense and extend the maturities
of a substantial portion of its debt.

As part of the refinancing, the company expects to replace its
existing senior secured credit facility with a new secured credit
facility and refinance outstanding senior and subordinated notes.  
The refinancing will be funded primarily through the issuance of
new senior and subordinated notes and funds available under the
new secured credit facility. The debt expected to be refinanced
includes: (i) $640 million of term loans, (ii) all borrowings
under the company's revolving credit facility, (iii) $860 million
principal amount of 10-3/4% Senior Notes due 2008, (iv) $300
million principal amount of 9-1/4% Senior Subordinated Notes due
2009 and (v) $250 million principal amount of 9 % Senior
Subordinated Notes due 2009.

The company also announced that, as part of the refinancing, it as
commenced a cash tender offer and consent solicitation for all of
its outstanding 10-3/4% Senior Notes due 2008. These notes are
comprised of (i) $650 million principal amount of 10-3/4% Notes
issued under an indenture dated April 20, 2001 (CUSIP No.
911365AB0) and (ii) $210 million principal amount of 10-3/4% Notes
issued under an indenture dated December 24, 2002 (CUSIP No.
911365AE4).

The tender offer and consent solicitation is made upon the terms
and conditions in the Offer to Purchase and Consent Solicitation
Statement and related Consent and Letter of Transmittal dated
January 16, 2004.  The tender offer will expire at 12:00 midnight
(EST) on February 13, 2004, unless extended or terminated.  The
consent solicitation will expire at 5:00 p.m. (EST) on January 30,
2004, unless extended.

Under the terms of the tender offer, the consideration for each
$1,000 principal amount of notes tendered will be determined on
the tenth business day before the Expiration Date.  The
consideration will be calculated by taking (i) the present value
as of the payment date of (A) $1,053.75, which is the redemption
price applicable to the notes on April 15, 2005, the first date
on which the notes may be redeemed, and (B) the interest that
would accrue on the notes so tendered from and including the
payment date up to, but not including, the earliest redemption
date, in each case determined on the basis of a yield to such date
equal to the sum of (x) the yield to maturity on the 1.625% U.S.
Treasury Note due March 31, 2005, plus (y) 100 basis points, plus
(ii) accrued and unpaid interest, if any, up to, but not
including, the payment date, minus (iii) the consent payment
described below of $20.00 per $1,000 principal amount of notes.

In conjunction with the tender offer, the company is also
soliciting the consent of holders of the notes to eliminate
substantially all of the restrictive covenants and certain events
of default under the indentures for the notes, and to make certain
other amendments to such indentures.  Holders cannot tender their
notes without delivering a consent and cannot deliver a consent
without tendering their notes. Any notes tendered before the
Consent Date may be withdrawn at any time on or prior to the
Consent Date, but not thereafter.  Any notes tendered after the
Consent Date may not be withdrawn.

The company will pay a consent payment of $20.00 per $1,000
principal amount at maturity of notes validly tendered on or prior
to the Consent Date. Holders who tender their notes after the
Consent Date will not receive the consent payment.

The closing of the tender offer is subject to certain conditions,
including: (i) receipt by the company of gross proceeds from the
sale of new senior and senior subordinated notes of at least
$1,375 million, (ii) refinancing of the company's existing secured
credit facility with a new secured credit facility and (iii)
receipt of the required consents from holders to amend the
indentures for the 10-3/4% Notes.

The Company has retained Credit Suisse First Boston LLC, Banc of
America Securities LLC, and J.P. Morgan Securities Inc. to serve
as the Dealer Managers and Solicitation Agents for the tender
offer.  Requests for documents may be directed to MacKenzie
Partners, the Information Agent, by telephone at (800) 322-2885  
(toll-free) or (212) 929-5500 (collect).  Questions regarding
the tender offer may be directed to Credit Suisse First Boston, at
(800) 820-1653 (toll-free) or (212) 538-4807 (collect), Banc of
America Securities, at (888) 292-0070 (toll-free) or (212) 847-
5834 (collect), or JP Morgan, at (800) 245-8812 (toll-free) or
(212) 270-1100 (collect).

United Rentals, Inc. (S&P, BB Corporate Credit Rating) is the
largest equipment rental company in North America, with an
integrated network of more than 750 locations in 47 states, seven
Canadian provinces and Mexico. The company serves 1.8 million
customers, including construction and industrial companies,
manufacturers, utilities, municipalities, homeowners and others.
The company offers for rent over 600 different types of equipment
with a total original cost of approximately $3.6 billion.


UNITED STEEL: Wants More Time to File Schedules and Statements
--------------------------------------------------------------
United Steel Enterprises, Inc., asks the U.S. Bankruptcy Court for
the District of New Jersey for more 30 more days to file its
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  

To prepare the Schedules, the Debtor must gather extensive
information regarding all of its transactions and property.  This
task has and will continue to require a significant expenditure of
time and effort on the part of the Debtor and its employees.  The
Debtor tells the Court it has mobilized its available employees to
work diligently and expeditiously on the preparation of the
Schedules.

Among other things, the amount of information that must be
assembled and compiled, the significant amount of employee time
that must be devoted to the task of completing the Schedules, and
the limited number of employees who are available to assist the
Debtor to prepare the Schedules, the Debtor submits that ample
cause exists for the requested extension.  Consequently, the
Debtor asks the Court to stretch the Schedules Filing deadline
until February 15, 2004.

Headquartered in East Stroudsburg, Pennsylvania, United Steel
Enterprises, Inc., makes racks for use in industrial warehouse
storage and interior retail display.  The Company filed for
chapter 11 protection on December 15, 2003 (Bankr. N.J. Case No.
03-50284).  Paul R. DeFilippo, Esq., at Wollmuth Maher & Deutsch
LLP represents the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of over $10 million.


US AIRWAYS: Has Until March 31, 2004 to Challenge Claims
--------------------------------------------------------
The US Airways Group Debtors' deadline to object to Claims was
originally set by the Plan at September 29, 2003.  

On September 23, 2003, the Court extended the Claims Objection
Deadline until January 25, 2004.  

In a recent administrative order, Judge Mitchell extends the
Claims Objection Deadline to March 31, 2004. (US Airways
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Interior Unit Sells Relocatable Walls Biz to Ultrawall
----------------------------------------------------------------
USG Interiors, Inc., a subsidiary of USG Corporation (NYSE:USG),
sold its relocatable walls business and ULTRAWALL(R) System
product line to Ultrawall, LLC.

Both the ULTRAWALL System and THE LEARNING WALL(R) will now be
available from Ultrawall, LLC, headquartered in Compton, Calif. In
addition, USG Interiors will supply Ultrawall, LLC with all of the
gypsum baseboard used in these systems.

As part of the sales agreement, Ultrawall, LLC has purchased
selected ULTRAWALL and LEARNING WALL manufacturing equipment and
existing inventory from USG Interiors. This will enable the
company to manufacture and sell these innovative systems, which
are used in offices, schools and other areas. Modulex, Inc. will
continue to provide SMR door frames and other complementary
components used in the wall systems.

Both the ULTRAWALL System and THE LEARNING WALL will be marketed
through Ultrawall, LLC's nationwide network of regional
distributors.

Additional information about Ultrawall, LLC, its products and
dealers is available by contacting the company at 624 W. Carob
St., Compton, CA 90220, calling (877) 858-7292 or emailing
info@ultrawall.com. The company's Web site is
http://www.ultrawall.com/  

USG Interiors, Inc. is a subsidiary of USG Corporation, a Fortune
500 company with business units that are market leaders in their
key product groups: gypsum wallboard, joint compound and related
gypsum products; cement board; gypsum fiber panels; ceiling panels
and grid; and building products distribution. For additional
information, visit the USG Web site at http://www.usg.com/


WESTERN REFINING: Completes Gulf Coast-El Paso Pipeline Connection
------------------------------------------------------------------
Western Refining Company, L.P. has announced that construction
will be completed next month whereby Shell Oil Products US's
refined products pipeline system that transports products
originating from the Gulf Coast will terminate at Western's
refinery in El Paso.  

Pursuant to the agreements between Western, Shell Pipeline Company
LP, and Shell Oil Products US, the Shell entities will continue to
deliver refined products from the Gulf Coast to El Paso and will
terminal those products at Western's facilities. Additionally,
Western will ship substantial volumes of gasoline blendstocks from
Gulf Coast refineries to El Paso, thus enabling Western to more
than double its production of Phoenix grade (CBG) gasoline.

Western, already one of the largest suppliers of gasoline to
markets throughout the Southwestern United States, will
immediately increase its production of Phoenix grade gasoline.
Additionally, Western will now have the flexibility to modify its
production of other grades of gasoline such that the overall
result will be to significantly increase gasoline production at El
Paso.

When asked about the project, Paul Foster, President and CEO of
Western, said, "We are very excited about expanding our
relationship with Shell. This is a long-term arrangement and Shell
is a very good partner."

Financial details of the agreement have not been disclosed.

Western and several other refiners in the Southwestern market have
significantly increased their production capacities. It is
expected that, even after Kinder Morgan completes its expansion of
capacity from El Paso to Phoenix, existing refiner/suppliers will
utilize all the available pipeline capacity.

When asked about recent announcements that Longhorn Pipeline was
close to beginning deliveries from the Gulf Coast to El Paso,
Foster said, "We have been reading these announcements from
Longhorn for eight years and, if they ever begin operations, we
welcome more competition from Gulf Coast refiners. But I have my
doubts. People seem to forget that the Gulf Coast has had pipeline
access to El Paso for over six years. I am not confident that Gulf
Coast refiners will ever utilize the Longhorn system, but time
will tell." Western markets its products in El Paso, Texas;
Albuquerque, N.M.; Phoenix and Tucson, Ariz.; and in Ciudad
Juarez, Chihuahua, Mexico. Western is also active in the West
Coast and in Nevada.

As previously reported, Standard & Poor's Ratings Services
assigned its 'B+' corporate credit rating to privately held,
independent petroleum refiner Western Refining Company L.P.
Standard & Poor's also assigned its 'B+' rating to Western's $125
million senior secured bank term loan B due 2008. The outlook on
Western is stable.


WICKES INC: Waiver of Default Under Bank Facility Expires
---------------------------------------------------------
Wickes Inc. (OTCBB:WIKS.OB), a leading distributor of building
materials and manufacturer of value-added building components,
stated that the waiver previously granted under the Wickes senior
credit facility in respect of the event of default under the
senior credit facility resulting from the payment default on the
Senior Subordinated Notes has expired by its terms and the waiver
has not been extended at this time.

WICKES INC. is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
The Company distributes materials nationally and internationally,
operating building centers in the Midwest, Northeast and South.
The Company's building component manufacturing facilities produce
value-added products such as roof trusses, floor systems, framed
wall panels, pre-hung door units and window assemblies. Wickes
Inc.'s web site -- http://www.wickes.com/-- offers a full range  
of valuable services about the building materials and construction
industry.


WMC MORTGAGE: Fitch Affirms 13 Class Ratings & Removes Watch
------------------------------------------------------------
Fitch Ratings has taken rating actions on the following WMC
Mortgage Loan Pass-Through Certificates:

   Series 1997-1

     --Class M-1 affirmed at 'AA';
     --Class M-2 affirmed at 'A+';
     --Class B affirmed at 'BB' and removed from Rating Watch
       Negative.

   Series 1997-2

     --Class M-1 affirmed at 'AA';
     --Class M-2 affirmed at 'A';
     --Class B affirmed at 'B'.

   Series 1998-1

     --Class M-1 affirmed at 'AA';
     --Class M-2 affirmed at 'A';
     --Class B affirmed at 'BB' and removed from Rating Watch
       Negative.

   Series 1999-A

     --Class A affirmed at 'AAA';
     --Class M-1 affirmed at 'AA';
     --Class M-2 affirmed at 'A';
     --Class M-3 affirmed at 'BBB' and removed from Rating Watch
       Negative.

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations.


WORLD AIRWAYS: Reaches Tentative Labor Agreement with Pilots
------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) reached a tentative agreement
with the International Brotherhood of Teamsters (IBT) for an
extension of the agreement covering World's cockpit crewmembers
who are represented by the IBT.

The agreement, which became amendable July 1, 2003, will be
extended three years from January 1, 2004, and provides for work
rule changes and wage increases.  The Company anticipates a
thirty-day ratification period once the crewmembers receive
details of the agreement.

Hollis Harris, chairman and CEO, stated "We've built a strong
relationship with our pilots, and this has been a key component in
the success of World Airways.  We were able to reach a fair and
equitable agreement that met the needs of the pilots and supported
the financial goals for our company.  This is a testament to the
strength of our relationship with our pilots."

Utilizing a well-maintained fleet of international range, widebody
aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.
For more information, visit the Company's Web site at
http://www.worldairways.com/

At September 30, 2003, the company's balance sheet is upside down
by $13.7 million.


WORLDCOM INC: November 2003 Net Loss Narrows to $23 Million
-----------------------------------------------------------
MCI (WCOEQ, MCWEQ) filed its November 2003 monthly operating
report with the U.S. Bankruptcy Court for the Southern District of
New York.

During the month of November, MCI recorded $1.79 billion in
revenue versus $1.98 billion in October 2003, reflecting fewer
business days during the month and non-recurring equipment sales
in October 2003.

November's operating loss of $21 million was $14 million better
than October, with lower access costs and a sales, general and
administrative (SG&A) reduction of $144 million which more than
offset the lower revenue levels.

The Company had a net loss in November of $23 million, an
improvement of $171 million from October. The improvement resulted
from lower restatement items compared to October.

During the month of November, MCI recorded capital expenditures of
$90 million. November's cash balance increased to $5.7 billion
from $5.4 billion in October.

The financial results discussed in the Monthly Operating Reports
exclude the results of Embratel. On November 12, 2003, the Company
announced its intentions to sell its investment stake in Embratel.
Until MCI completes a thorough balance sheet evaluation, the
Company will not issue a balance sheet or cash flow statement as
part of its Monthly Operating Report.

The Monthly Operating Reports are available on MCI's Restructuring
Information Desk at: http://global.mci.com/news/infodesk/

Based on the Company's confirmed Plan of Reorganization, holders
of WorldCom preferred stock, WorldCom group common stock and MCI
group common stock will not receive any value upon MCI's emergence
from bankruptcy proceedings.

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


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

                          *********

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

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

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

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

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

                          *********

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

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

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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