TCR_Public/040121.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 21, 2004, Vol. 8, No. 14

                          Headlines

ADELPHIA COMMS: Equity Committee Hires Kroll Zolfo as Consultant
AEROCENTURY: JetFleet Unit Taps Kirk Watson as New Vice Pres.
AFFINITY: Jury Returns $386,000 Verdict in Ligon Lawsuit
AFG PACIFIC: Case Summary & 9 Largest Unsecured Creditors
AHOLD: Selling Remaining Convenience Stores in United States

ALTIMAX VARIETY: Firms-Up Pact to Sell 33 Stores to Denninghouse
AMERISTAR CASINOS: Will Publish Fourth-Quarter Results on Feb. 2
ANC RENTAL: Asks Court to Fix March 18 as Admin Claims Bar Date
ASPECT COMMS: Brings-In David West as SVP for EMEA's Int'l Sales
ASPECT COMMS: Taps William B. Maguire as Chief Info. Officer

AURORA FOODS: UST Amends Unsec. Creditors' Committee Membership
BENGAL ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
BOYD GROUP: Completes $14 Million Private Placement Deal
BUDGET GROUP: Asks Court to Clear BRAC & BRACII Settlement Pact
C AND D WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors

CASCADES INC: Publishing Quarterly & Year-End Results on Jan. 30
CKE RESTAURANTS: Names Haley EVP Marketing for Carl's & Hardee's
CME TELEMETRIX: Agrees to Sell Non-Core Assets to Raise Funds
COVANTA ENERGY: Bankr. Court Approves 2nd Disclosure Statement
CSK AUTO CORP: Completes Various Refinancing Transactions

DELPHAX TECHNOLOGIES: Auditors Express Going Concern Uncertainty
DII IND.: Court Appoints Prof. Green as Futures Representative
DIRECTV LATIN: Has Until March 15 to Move Actions to Del. Court
DOMAN: Reaches Tentative Agreement with Majority of Noteholders
DOW CORNING: Electronics Unit Enters Lithographic Solutions Market

DURATEK INC: Delivers Summary of Stockholders Rights Plan
DVI RECEIVABLES: Reaches Securitization Notes Settlement Pact
EASTERN PAPER: Talking with Lenders to Secure Additional Funding
ENRON CORP: SEC Denies Application for Exemption from PUHCA
ENRON: Court Clears Stipulation Granting Union Tank Admin Claim

ENRON CORP: Files Fourth Amended Plan and Disclosure Statement
ENUCLEUS INC: Completes Conversion of $1.6MM in Debt into Equity
FLEMING: Court Approves Watson Wyatt's Engagement as Actuary
GUILFORD MILLS: Sells Stake in American Textil to Textiles Zana
H TRANS CORPORATION: Case Summary & Largest Unsecured Creditor

HARNISCHFEGER: Joy Global Officers & Directors Trade Shares
HOLLINGER: Board Elects to Suspend Preferred Dividend Payment
HOLLINGER: Argus & Ravelston Take Action to Protect Tender Offer
INT'L BIOCHEM: Case Summary and 20 Largest Unsecured Creditors
IT GROUP: Settles Dispute over Services Pact with NHC Corp.

ITS NETWORKS: Closes EUR 2.9 Million Financing Transaction
KAISER ALUMINUM: Wins Clearance for Reliance Release Agreement
KMART CORP: Asks Court to Expunge $360-Mill. in Satisfied Claims
LAIDLAW INC: Provides Details of Stock Awards and Options
LAND O'LAKES: Will Hold Fourth-Quarter Conference Call on Feb. 2

LES BOUTIQUES: Appoints Pierre Marchesseault to Company's Board
MIRANT CORP: U.S. Trustee Amends Equity Committee Membership
NATIONAL CENTURY: Files 4th Amended Plan & Disclosure Statement
NOVA CHEMICALS: Confirms Redemption of 9.50% & 9.04% Preferreds
OKEREKE INC: Case Summary & 13 Largest Unsecured Creditors

OWENS CORNING: Offers Expanded Home Exterior Options for Builders
OWENS CORNING: Resolves Claims Dispute with Motion Industries
PARMALAT GROUP: Will Sell Parma Football Club at Season's End
PAVING STONE: Capital Deficits Raise Going Concern Uncertainty
PG&E NATIONAL: Court to Consider Disclosure Statement on Feb. 3

PROVIDIAN FINANCIAL: Reports Improved 4th-Quarter 2003 Results
QWEST COMMS: Wins Multi-Year University of Tennessee Contract
RAYOVAC: Will Acquire 85% of Ningbo Baowang China Battery Company
REDBACK NETWORKS: Turns to FTI Consulting for Financial Advice
RIVAL TECHNOLOGIES: Hires Dohan & Co. to Replace Grant Thornton

SCARBOROUGH-ST. JAMES: Brings-In Lazare Potter as Attorneys
SOLUTIA INC: Continuing Workers' Compensation Insurance Programs
STAMPEDE FUELS: Case Summary & 20 Largest Unsecured Creditors
SUMMITVILLE TILES: Wants to Appoint Trumbull as Claims Agent
TOR MINERALS: Raises $3.5 Mill. in Private Placement Transaction

TRANSDIGM INC: Provides Additional Info on FY 2003 Fin'l Results
TRANSTECHNOLOGY: Dec. 28 Net Capital Deficit Narrows to $4 Mill.
TRUMP HOTELS: Supports Ill. Riverboat License for South Suburbs
TV AZTECA: Board Nixes $40-Mill. Offer for Rights to Channel 40
UNITED AIRLINES: OurHouse Seeks Stay Relief to Pursue Claim

UNITED STEEL: Court Okays Wollmuth Maher as Bankruptcy Attorneys
US AIRWAYS: Enters Stipulation Allowing $2.4MM PBGC Admin. Claim
USG: Picks Transora to Synchronize Data with Hardlines Retailers
VSOURCE INC: Sells 6.58% Malaysian Unit Stake for about $1.6MM
W-MC, LLC: Case Summary & 4 Largest Unsecured Creditors

WEIRTON STEEL: Enters Global Settlement Agreement with US Steel
WESTERN GAS: Will Publish Q4 and Year-End 2003 Results on Feb 19
WICKES INC: Files for Chapter 11 Protection in N.D. of Illinois
YOUTHSTREAM MEDIA: Joseph Corso Jr. Discloses 8.53% Equity Stake

* AEG Partners Opens New York Office Led by Warner A. Fite
* Plante & Moran Finalizes Merger with Gleeson Sklar in Chicago

* Upcoming Meetings, Conferences and Seminars

                          *********

ADELPHIA COMMS: Equity Committee Hires Kroll Zolfo as Consultant
----------------------------------------------------------------
Adelphia Communications' Official Committee of Equity Security
Holders anticipates an increased focus on accounting issues when
it and other parties-in-interest receive:

   (1) the Debtors' long-term business plan, which will
       incorporate, among other things, EBITDA projection, which
       depend on modified capitalization procedures and other
       accounting treatments;

   (2) the Debtors' first audited financial statements since more
       than a year prior to the Petition Date; and

   (3) information as to the Debtors' prepetition cash flows and
       cash management, which may, depending upon forensic
       accounting analyses, be relevant to critical
       determinations in respect of inter-company balances and
       substantive consolidation issues.

Accordingly, ACOM's Official Committee of Equity Security Holders
sought and obtained the Court's authority to retain Kroll Zolfo
Cooper LLC as Litigation Support Consultants.

Norman N. Kinel, Esq., at Dreier LLP, in New York, relates that
Kroll Zolfo agreed to be compensated on an hourly basis and to
limit the fees that it may earn in any given month to no more
than $50,000.

Although Kroll Zolfo was providing services to the Equity
Committee since August 22, 2003, Kroll Zolfo's entitlement to
compensation will commence only as of September 23, 2003.  The
Equity Committee selected Kroll Zolfo based on their expertise
and experience at a national level in providing reorganization,
accounting and a broad range of consulting services to debtors
and other parties-in-interest in financially complex troubled
situations.  As one of the world's leading financial advisory,
consulting, litigation support and forensic accounting firms,
with a team of 350 restructuring, litigation and forensic
specialists in North America and Europe/UK, specializing in
advising debtors, creditors, investors and court-appointed
officials in formal bankruptcy proceedings and out-of-court
workouts, Kroll Zolfo has significant qualifications and
experience in these matters.

Kroll Zolfo has a reputation for quality and breadth of
experience, and a proven track record for success, earned by
serving clients in numerous nationally prominent bankruptcy
proceedings.

As Litigation Support Consultants, Kroll Zolfo will:

   (1) provide forensic accounting services as requested by the
       Equity Committee;

   (2) provide advice and assistance to the Equity Committee, and
       its counsel and advisors, in analyzing various accounting
       issues that have or may arise in the Debtors' cases;

   (3) attend meetings of the Equity Committee and any applicable
       subcommittee meetings, and other meetings concerning
       financial issues, that Kroll Zolfo is invited to attend;

   (4) provide expert testimony, and use their best efforts to
       utilize any particular individuals whom the Equity
       Committee may request for the testimony, as and when
       needed; and

   (5) provide other services as the Equity Committee or its
       Counsel requests and Kroll Zolfo agrees to perform.

Salvatore LoBiondo, Jr., a managing director of the firm, assures
the Court that Kroll Zolfo neither has a connection with, nor
holds an interest adverse to, the Debtors, their estates, their
creditors, or any party-in-interest in these cases.

Kroll Zolfo's fees will be based on the actual hours expended.
Kroll Zolfo's Fees will not exceed $50,000 a month, plus out-of-
pocket expenses.  In no event will Kroll Zolfo be required to
provide professional services that would result in fees exceeding
$50,000 per month.  All the billings will be in accordance with
Kroll Zolfo's customary practices and in accordance with
applicable guidelines of the Bankruptcy Court.  The billing
hourly rates for professionals who may be assigned to the
engagement in effect as of July 1, 2003 are:

                 Managing Director      $625 - 725
                 Professional Staff      125 - 575
                 Support Personnel        50 - 225

Kroll Zolfo will provide receipts or other supporting
documentation relating to expenses submitted for reimbursement.
(Adelphia Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AEROCENTURY: JetFleet Unit Taps Kirk Watson as New Vice Pres.
-------------------------------------------------------------
AeroCentury Corp., (Amex: ACY), an independent aircraft leasing
company, announced today that JetFleet Canada Ltd., a subsidiary
of its management company, JetFleet Management Corp., hired Kirk
Watson as Vice President, Aircraft Technical Services.

Mr. Watson joins AeroCentury from Avionco Inc., where he served as
Technical Director since 2001. Prior to joining Avionco,
Mr. Watson held various positions of increasing responsibility at
Avmax Group, Field Aviation West Ltd., and several regional
airline and airline service firms. Mr. Watson holds a
Certification in Management from Canadian Institute of Management
along with various airline maintenance licenses.

"We are very pleased that Kirk has agreed to join our management
team," said Marc J. Anderson, Chief Operating Officer of
AeroCentury. "We expect that his diversified and worldwide
experience in the aircraft industry with maintenance providers and
airlines will provide AeroCentury with the expertise necessary to
continue our growth and industry presence."

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

                         *   *   *

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

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


AFFINITY: Jury Returns $386,000 Verdict in Ligon Lawsuit
--------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB: AFFI) announced that the
second trial in connection with the lawsuit brought against the
company by Temple Ligon has resulted in a jury verdict against the
Company and its founder, Jeff Norris, of $386,148.

As previously announced, Mr. Ligon claims that Affinity breached
an agreement to give him a 1% equity interest in the company in
consideration of services Mr. Ligon claims to have performed in
1993 and 1994. Mr. Ligon sought damages in excess of $5 million.
The Company continues to believe that it has meritorious defenses
against Mr. Ligon's claims and is considering its legal options,
including filing an appeal.

Joe Boyle, Affinity's President and Chief Executive Officer, said,
"We are evaluating all legal options available to us, including
challenging the verdict through post trial motions or on appeal.
We have tried this matter twice and in both cases, the jury has
awarded Mr. Ligon an amount substantially below the amount of
damages he claims to have suffered. We continue to believe that
the company has meritorious defenses against Mr. Ligon's claims.
As this matter proceeds, we will take all appropriate actions
necessary to protect our stakeholders, including filing a petition
for relief under applicable bankruptcy laws if necessary."

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc., owns a portfolio of patents that cover the automated
processing and establishment of loans, financial accounts and
credit accounts through an applicant-directed remote interface,
such as a personal computer or terminal touch screen. Affinity's
patent portfolio includes U. S. Patent No. 5,870,721C1, No.
5,940,811, and No. 6,105,007.


AFG PACIFIC: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: AFG Pacific Properties, Inc.
        c/o Jerry Mabry
        Mabry & King, LLP
        19 Briar Hollow Lane, Suite 115
        Houston, Texas 77027

Bankruptcy Case No.: 04-30450

Type of Business: The Debtor owns a real estate property.

Chapter 11 Petition Date: January 5, 2004

Court: Southern District of Texas (Houston)

Judge: William R. Greendyke

Debtor's Counsel: Thomas S Henderson, III, Esq.
                  Floyd Isgur et al.
                  700 Louisiana Suite 4600
                  Houston, TX 77002
                  Tel: 713-222-1470

Estimated Assets: $10 to $50 Million

Estimated Debts:  $10 to $50 Million

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Joseph Hill, Trustee          Lawsuit Settlement      $2,250,000
Cage, Hill & Niehaus, LLP
5851 San Felipe, Suite 950
Houston, TX 77057

Fort Bend County Tax                                     Unknown
Collector

Fort Bend Drainage District                              Unknown

Fort Bend ISD                                            Unknown

Sienna Plantation Mud #1                                 Unknown
Allen Boone Humphries LLP

Sienna Plantation Mud #2                                 Unknown
Allen Boone Humphries LLP

Sienna Plantation Mud #4                                 Unknown
Vinson & Elkins

Sienna Plantation Mud #7                                 Unknown
Vinson & Elkins

Sienna Plantation Mud #9                                 Unknown
Vinson & Elkins


AHOLD: Selling Remaining Convenience Stores in United States
------------------------------------------------------------
Ahold announced that its U.S. subsidiary Tops Markets LLC intends
to divest its chain of 204 convenience stores. These are Ahold's
remaining convenience stores in the United States. The stores
operate under the banners of Wilson Farms Neighborhood Food Stores
(127), Sugarcreek Stores (67) and Tops Xpress (10).

The intended divestment of the Tops' convenience stores is part of
Ahold's strategic plan to restructure its portfolio in order to
focus on core food businesses. Ahold has not set a time frame for
the completion of this divestment. Ahold has retained investment
banking firm William Blair & Company, LLC (Chicago, Illinois) to
assist with the divestment.

Wilson Farms, a division of Tops Markets since 1969, operates
convenience stores in Western and Central New York. The Sugarcreek
convenience stores, all offering gasoline, were acquired by Tops
in 2000 and are located in Central and Northern New York. The
convenience stores are situated along major highways and in rural
areas. Tops Xpress are convenience stores offering gasoline in
Northern New York. Together, the convenience stores employ nearly
2,100 associates, including store associates, field specialists
and operations support.

                           *   *   *

As previously reported, Fitch Ratings, the international rating
agency, assigned Netherlands-based food retailer Koninklijke Ahold
NV a Stable Rating Outlook while removing it from Rating Watch
Negative. At the same time, the agency has affirmed Ahold's Senior
Unsecured rating at 'BB-' and its Short-term rating at 'B'.

The Stable Outlook reflects the benefits from a shareholder
approval for a fully underwritten EUR3billion rights issue. Ahold
however continues to face financial and operational difficulties
which have been reflected in the Q303 results. Ahold announced in
early November its strategy for reducing debt through its EUR3bn
rights issue and EUR2.5bn of asset disposals as well as improving
the trading performance of its core retail and foodservice
businesses. While the approved rights issue addresses immediate
liquidity concerns, operationally, the news is less positive with
Ahold's core Dutch and US retail operations both suffering from
increased competition, mainly from discounters, resulting in
operating profit margin erosion. Ahold's European flagship
operation, the Albert Heijn supermarket chain in the Netherlands,
recently reported both declining sales and profits, as consumers
turn to discount retailers. In reaction to this, Albert Heijn, has
amended its pricing structure which in turn would suggest that it
will be more challenging in the future to match historic operating
margin levels.


ALTIMAX VARIETY: Firms-Up Pact to Sell 33 Stores to Denninghouse
----------------------------------------------------------------
Denninghouse Inc. (TSX: DEH), operator of 330 stores under the
"Buck Or Two, "Dollar Ou Deux" and "The Incredible Five & Ten"
banners, has finalized an agreement with Altimax Variety Limited
to purchase the capital assets including fixtures, leaseholds,
computer and other equipment, signs, chattels, etc.

This asset purchase agreement is subject to a due diligence period
to allow for the physical inspection of the assets. The asset
purchase agreement does not include the purchase of any inventory
as Altimax has liquidated substantially all of the inventory
during the proposal period. The purchase price will be a maximum
amount of $600,000 in aggregate but will be offset by current
operating expenses payable to landlords and Denninghouse for the
period Altimax operated the stores during the proposal, from
December 16, 2003 to January 15, 2004.

Denninghouse previously reported that Altimax Variety Limited,
operator of 33 Buck Or Two stores in Atlantic Canada had formally
given notice of its intent, within 30 days, to file a proposal to
creditors to settle outstanding claims. On January 15, 2004,
Altimax filed its proposal that is now subject to unsecured
creditor approval. The proposal includes the asset purchase
agreement between Denninghouse and Altimax. In accordance with
relevant provisions of the Bankruptcy Act, the asset purchase
agreement must be approved by the court as part of Altimax's
proposal to settle outstanding claims.

In Altimax's notice of intention to file a proposal, Denninghouse
and its various subsidiaries are identified as unsecured creditors
owed approximately $400,000. This amount is higher than the
Company previously anticipated due to the fact that automatic
royalty withdrawals were subsequently returned as not honoured.
The Company will be in a better position to assess the full
financial impact of Altimax's creditor proceedings and to finalize
the purchase price when the bankruptcy court makes its final
determination.

Gregg Treadway, President and COO, stated, "We're looking forward
to getting these stores fully operational with fresh inventory so
that we can get back to serving our Atlantic Canada customers.
This is a strong market for Buck Or Two, and we're committed to
meeting our customers' needs. We have a strong team of retail
professionals in place implementing the Company's latest
merchandising and store-design strategies. We're very excited
about these changes and we firmly believe our customers will be as
well. We are particularly grateful for our vendor partners whose
ongoing support is allowing us to re-establish a strong retail
presence in the Atlantic Canada marketplace."

Denninghouse will also be opening two additional units in larger
relocated premises at West End Mall in Halifax & Downsview Mall in
Lower Sackville. Mr. Treadway added, "There are nineteen other
Buck Or Two stores located throughout Atlantic Canada which are
operated by other franchisees and are unaffected by Altimax's
creditor proceedings. These stores will continue providing quality
service to our Atlantic Canada customers."


AMERISTAR CASINOS: Will Publish Fourth-Quarter Results on Feb. 2
----------------------------------------------------------------
Ameristar Casinos, Inc. (Nasdaq: ASCA) plans to release its fourth
quarter 2003 earnings report on Monday, February 2 at 9 a.m.
Eastern Time.  A conference call discussing the company's
quarterly earnings is scheduled to follow the news release
distribution on Monday, February 2 at 2 p.m. Eastern Time.

Conference call participants are requested to dial in at least
five minutes early to ensure a prompt start.  The telephone number
is (800) 289-0485.

Ameristar's quarterly earnings conference call will be recorded,
and can be replayed until February 13, 2004 at 8 p.m. Eastern
Time.  To listen to the replay, call (888) 203-1112.  The replay
access code number is 702915.

Ameristar Casinos, Inc. (Nasdaq: ASCA) -- whose 10-3/4% Notes due
Feb. 2009 are rated 'B3' by Moody's and 'B' by Standard & Poor's
-- is an innovative, Las Vegas-based gaming and entertainment
company known for its distinctive, quality conscious hotel-casinos
and value orientation.  Led by President and Chief Executive
Officer Craig H. Neilsen, the organization's roots go back nearly
five decades to a tiny roadside casino in the high plateau country
that borders Idaho and Nevada. Publicly held since November 1993,
the corporation owns and operates six properties in Nevada,
Missouri, Iowa and Mississippi, two of which carry the prestigious
American Automobile Association's Four Diamond designation.
Ameristar's Common Stock is traded on the NASDAQ National Market
System under the symbol: ASCA. Visit Ameristar Casinos' Web site
at http://www.ameristarcasinos.com/for more information.


ANC RENTAL: Asks Court to Fix March 18 as Admin Claims Bar Date
---------------------------------------------------------------
The ANC Rental Debtors' proposed Plan contemplates the
establishment of a Liquidating Trust to liquidate, collect and
maximize the cash value of the remaining assets of the Debtors,
litigate certain avoidance actions and make distributions in
respect of any allowed claims against the Debtors' Estates.  The
Plan and Confirmation Order also sought to establish a deadline by
which parties would be required to file administrative claims.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, relates that certain creditors, including Lehman
Brothers, intend to assert large administrative expense claims
against the estates.

By this motion, the Debtors and the Official Committee of
Unsecured Creditors ask the Court to:

   (1) establish March 18, 2004 at 4:00 p.m. prevailing
       Eastern Time as the last day and time within which
       parties may file and serve requests for allowance of
       claims incurred after the Petition Date and on before
       January 30, 2004 for:

       (a) reimbursement of administrative expenses; and

       (b) compensation and expense reimbursement for substantial
           contribution to the Debtors' Chapter 11 cases;

   (2) approve the form and manner of notice of the
       Administrative Claims Bar Date; and

   (3) approve procedures for the adjudication of
       Administrative Claims.

The Debtors and the Committee prepared a form of notice of the
Administrative Claims Bar Date and a form of administrative claim
request.  The Debtors and the Committee propose to serve the
Administrative Claims Bar Date Notice and the Administrative
Claim Form on those persons who have requested notice in these
Chapter 11 cases pursuant to Rule 2002 of the Federal Rules of
Bankruptcy Procedure and all known and potential parties holding
potential Administrative Claims.

According to Ms. Fatell, the Administrative Claims Bar Date
Notice explains that requests for reimbursement of administrative
expenses, other than retained professionals or other entities
asserting a claim for fees for services rendered, and expenses
incurred, to the estates, must be filed with the Clerk of the
Court and served on the undersigned counsel to the Debtors and
the Committee on or before the Administrative Claims Bar Date.
In addition, the notice also provides that any party required to
file and serve a request for reimbursement in these Chapter 11
cases with respect to a particular Administrative Claim, but that
fails to do so by the Administrative Claim Bar Date, will be
forever barred, estopped and enjoined from:

   (1) asserting any Administrative Claim; and

   (2) receiving distributions under any plan in these Chapter 11
       cases on account of the Administrative Claim.

The Debtors and the Committee propose to serve the Administrative
Claims Bar Date Notice no later than February 3, 2004.  Notice
sent by this date will provide administrative claimants with a 45
days' notice of the Administrative Claims Bar Date.

To comply with the notice and hearing requirements of Section
503(b) of the Bankruptcy Code and to enable the Debtors and the
Committee to reconcile and, if necessary and appropriate, have
the Court adjudicate Administrative Claims as quickly and
efficiently as possible, the Debtors and the Committee propose
these procedures for addressing Administrative Claims:

   (1) The Debtors and the Committee ask -- but do not mandate --
       that parties asserting Administrative Claims not:

       (a) file a motion;

       (b) request a hearing; or

       (c) request immediate payment of any Administrative Claim.

       Payment of any Allowed Administrative Claim will be
       provided for in the Plan;

   (2) Administrative Claims filed on or prior to the
       Administrative Claim Bar Date will be reviewed by the
       Debtors and the Committee to jointly determine, in their
       sole discretion, whether:

       (a) the amount of the asserted Administrative Claim or the
           non-monetary allegations in the Administrative Claim
           are large enough or significant enough to potentially
           threaten the feasibility of the Plan; and

       (b) the Debtors and the Committee have an objection to a
           Significant Administrative Claim.

       If the Debtors and the Committee object to a Significant
       Administrative Claim, they will provide notice of their
       Objection to the party asserting the Significant
       Administrative Claim and attempt to resolve the matter
       consensually.  If the parties cannot resolve the
       objection, the Debtors and the Committee will file and
       serve a written objection and request the Court's
       expedited consideration for a final determination of
       the matter.  The party asserting the Significant
       Administrative Claim will be permitted to file a reply to
       the Claim Objection within 10 days after the Claim
       Objection was served and the Debtors and the Committee
       will be permitted to file a sur-reply within five days
       after that so long as all pleadings are filed not less
       than two business days prior to the hearing schedule to
       adjudicate the Significant Administrate Claim.  The
       parties will also reserve the right to conduct discovery
       as necessary and appropriate as mutually agreed or as
       ordered by the Court;

   (3) If an Administrative Claim is not a Significant
       Administrative Claim, the Debtors and the Committee may
       jointly decide, in their sole discretion, whether to
       dispute or allow the claim or to leave the claim
       unresolved and enable the Liquidating Trustee and his
       professionals to dispose of the claim as appropriate and
       as otherwise provided in the Plan; and

   (4) Other than the Administrative Claims Bar Date itself, the
       proposed administrative claim procedures are only
       intended to give the Debtors and the Committee a mechanism
       by which they can reconcile and, if necessary and
       appropriate, have the Court adjudicate Administrative
       Claims and will not otherwise restrict a parties'
       substantive rights and rights to assert an administrative
       expense claim in any manner appropriate pursuant to
       applicable law.

Ms. Fatell asserts that due to the nature and stage of the
Debtors' cases, the Debtors and the Committee believe that
establishing March 18, 2004 as the Administrative Claims Bar Date
will provide sufficient time for all administrative expense
claimants to file a written request for allowance of their
administrative expenses.  Further, approval of the proposed
procedures will provide the Debtors, the Committee and the Court
with a necessary and effective aid in administering these
proceedings.  The proposed Administrative Claims Bar Date and the
proposed procedures give the Debtors and the Committee the best
tools to efficiently achieve the goal of confirmation.

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)


ASPECT COMMS: Brings-In David West as SVP for EMEA's Int'l Sales
----------------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), a leading
provider of enterprise customer contact solutions, announced that
David West has joined Aspect as senior vice president of
international sales for EMEA, reporting to Jim Flatley, Aspect's
president of worldwide sales and services.

West will lead efforts to broaden Aspect's market reach in EMEA by
driving Aspect's indirect and direct strategies for the region.
West brings to Aspect a wealth of knowledge and experience derived
from more than 20 years of creating, directing and executing sales
and business development plans in Europe, North America and
Africa.

West was most recently the chief executive officer at Web services
software company Traxian Inc. Prior to that West was vice
president of worldwide enterprise accounts at Tarantella where he
doubled the revenue in his first year and established key
relationships with global companies including IBM, SUN and EDS.
West has also held executive-level positions at Amdahl Corporation
including vice president of strategic sales and corporate
marketing. In that role he was responsible for driving $420
million in target revenues from strategic accounts. West's
background also includes sales management roles at IBM Corporation
and Burroughs Machines Ltd.

"We know David will be a high-impact sales leader here at Aspect,"
said Flatley. "In addition to his strong EMEA experience, he has a
successful track record of building solution-oriented sales and
business development teams that consistently drive revenue and
achieve goals. We anticipate that he'll contribute greatly to the
development and implementation of strategy that will strengthen
our EMEA business."

"I'm looking forward to helping form and execute the strategy for
Aspect's EMEA business," said West. "Aspect has a compelling
vision and a strong offering for its customers. I'm excited about
leading Aspect's EMEA team in building strong relationships with
channel partners and customers, while streamlining the sales cycle
and reducing time to closure. There are many great opportunities
in the region that I look forward to developing into fruitful
results for Aspect."

Aspect Communications Corporation (S&P, B Corporate Credit Rating,
Positive) is the world's largest company focused exclusively on
contact center solutions, and the only one that unifies workforce,
information and communications to deliver exceptional customer
service. The Aspect brand is trusted by more than 75 percent of
the Fortune 50, and more than 3 million customer sales and service
professionals worldwide rely on Aspect's mission-critical business
communications solutions. The company's leadership is based on 18
years of expertise gained from more than 8,000 successful
implementations worldwide. Aspect is headquartered in San Jose,
California, with 24 offices in 11 countries around the world. For
more information, visit Aspect's Web site at
http://www.aspect.com/


ASPECT COMMS: Taps William B. Maguire as Chief Info. Officer
------------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), a leading
provider of enterprise customer contact solutions, announced that
William B. Maguire has joined Aspect as chief information officer
(CIO) and senior vice president, reporting to Gary Barnett,
Aspect's president and chief executive officer (interim).

Maguire brings to Aspect a wealth of knowledge and expertise on
leveraging advances in technology, reducing infrastructure costs
and optimizing systems to align with business objectives.
Maguire's background includes 25 years of experience in strategic
planning, business development and information systems management
for national and global operations.

Maguire was most recently the CIO at Legato Systems where he was
responsible for a complete redesign and implementation of
infrastructure to provide Legato's business units with systems and
tools for conducting daily operations more effectively and
efficiently while reducing costs by $3 million. Prior to his
tenure at Legato, Maguire held executive-level positions at Amdahl
Corporation where he was responsible for business operations
globally. As an executive for the United States Postal Service
(USPS) prior to his work at Amdahl, Maguire provided planning and
leadership direction to computer and telecommunications operations
for the 8th largest data center in North America. Maguire was also
responsible for the strategy and development of the USPS's
Disaster Recovery Center.

"Bill's accomplishments have had bottom-line impact in dynamic,
demanding environments," said Barnett. "He has a track record of
delivering solutions that companies need to operate dependable,
cost-effective IT operations. Additionally, his background will
allow him to help our customers' CIOs with their strategies and
planning needs relative to customer care and contact centers. I
look forward to working with Bill to align Aspect's IT solutions
to our business strategy and to help our customers' align theirs
as well."

"As a solutions provider, Aspect knows how important the
underpinnings of technology are to business performance," said
Maguire. "I look forward to ensuring that Aspect's internal
technology is aligned with its business strategy and guiding the
team to make Aspect's technology infrastructure even stronger, so
the company is well prepared to meet evolving business needs."

Aspect Communications Corporation (S&P, B Corporate Credit Rating,
Positive) is the world's largest company focused exclusively on
contact center solutions, and the only one that unifies workforce,
information and communications to deliver exceptional customer
service. The Aspect brand is trusted by more than 75 percent of
the Fortune 50, and more than 3 million customer sales and service
professionals worldwide rely on Aspect's mission-critical business
communications solutions. The company's leadership is based on 18
years of expertise gained from more than 8,000 successful
implementations worldwide. Aspect is headquartered in San Jose,
California, with 24 offices in 11 countries around the world. For
more information, visit Aspect's Web site at
http://www.aspect.com/


AURORA FOODS: UST Amends Unsec. Creditors' Committee Membership
---------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
amends the membership of the Official Committee of Unsecured
Creditors of Aurora Foods, to reflect the beneficial ownership of
bonds by OZ Master Fund, Ltd.  The members of the Committee are:

   (1) OZ Master Fund Ltd.
       c/o Oz Management, LLC
       Attn: Daniel S. Och
       9 West 57th Street,
       39th Floor, New York, NY 10019
       Phone: (212) 790-0165
       Fax: (212) 790-0065

   (2) Lehman Brothers, Inc.
       Attn: Frank Turner,
       745 7th Avenue, New York, NY 10019
       Phone: (212) 526-1463
       Fax: (646) 758-1986

   (3) OCM Opportunities Fund III, L.P.
       c/o Oaktree Capital Management
       Attn: Kenneth Liang
       333 S. Grand Avenue,
       28th Floor, Los Angeles, CA 90071
       Phone: (213) 830-6422
       Fax: (213) 830-8522

   (4) Wilmington Trust Company,
       as Indenture Trustee
       Attn: Sandra R. Ortiz
       1100 North Market Street,
       Wilmington, DE 19890-1615
       Phone: (302) 636-6056
       Fax: (302) 636-4143

   (5) Pequot Special Opportunities Fund, L.P.
       c/o Pequot Capital Management, Inc.
       Attn: Robert B. Webster
       11111 Santa Monica Blvd.,
       Suite 1210, Los Angeles, CA 90025
       Phone: (310) 689-5100
       Fax: (310) 689-5199

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)


BENGAL ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bengal Enterprises Inc.
        19345 Highway 35
        Sweeny, Texas 77480

Bankruptcy Case No.: 04-30288

Type of Business: Convenience store and car wash.

Chapter 11 Petition Date: January 5, 2004

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Attorney at Law
                  909 Fannin Suite 1580
                  Houston, TX 77010
                  Tel: 713-659-1333
                  Fax: 713-658-0334

Total Assets: $467,330

Total Debts:  $1,341,607

Debtor's 5 Largest Unsecured Creditors:

Entity                             Claim Amount
------                             ------------
Compass Bank                           $560,495
c/o Mr. Joe Klaus                 SECURED VALUE:
Attorney at Law                        $315,020
16201 Delozier, Suite 100
Houston, TX 77040

031499, Inc.                            $84,980

Zabed Billah                            $28,000

Internal Revenue Service                $10,000

Brazoria County                          $5,000


BOYD GROUP: Completes $14 Million Private Placement Deal
--------------------------------------------------------
The Boyd Group Income Fund (TSX: BYD.UN) completed a $14 million
private placement of subscription receipts.

The Boyd Group sold (1,750,000) subscription receipts at $8.00 per
subscription receipt, on a bought deal basis, to a syndicate of
underwriters led by Canaccord Capital Corporation and Wellington
West Capital Inc.

Each subscription receipt may be exchanged by the holder thereof
(for no additional consideration) for one unit of the Boyd Group
Income Fund and one-half of a unit purchase warrant upon the
completion of the previously announced acquisition by Boyd of a
multi-location collision repair business. Each whole Warrant is
exercisable into one Trust Unit at a price of $10.00 per Trust
Unit for a period of three years from the closing of this
offering. A definitive purchase and sale agreement in respect of
the Acquisition has been executed, however, closing of the
Acquisition remains subject to the completion of all necessary due
diligence and the receipt of all necessary consents and approvals.

Holders of subscription receipts shall receive an amount equal to
the full amount of all ordinary distributions on the outstanding
Trust Units during the period prior to the time that the
subscription receipts are exchanged for Trust Units. The net
proceeds of the offering are being held in escrow pending the
successful completion of the Acquisition and will be returned to
the investor in full (together with all accrued interest) if the
Acquisition is not completed on or before March 31, 2004.

The Fund is an unincorporated, open-ended mutual fund trust
created for the purposes of acquiring and holding certain
investments, including an interest in The Boyd Group Inc. and its
subsidiaries. The Boyd Group Inc. is the largest operator of
collision repair facilities in Canada and is among the largest in
North America.

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD)
(Fitch, BB+ Senior Secured Bank Credit Facility and BB- Senior
Unsecured Debt Ratings) is a leading diversified owner and
operator of 13 gaming entertainment properties located in Nevada,
New Jersey, Mississippi, Illinois, Indiana and Louisiana. Boyd
Gaming recently opened Borgata Hotel Casino and Spa at Renaissance
Pointe -- AOL keyword: borgata or http://www.theborgata.com/-- a
$1.1 billion entertainment destination hotel in Atlantic City,
through a joint venture with MGM MIRAGE.  Additional news and
information on Boyd Gaming can be found at
http://www.boydgaming.com/


BUDGET GROUP: Asks Court to Clear BRAC & BRACII Settlement Pact
---------------------------------------------------------------
William P. Bowden, Esq., at Ashby & Geddes, in Wilmington,
Delaware, recalls that on November 8, 2002, the Court authorized
The Budget Group Debtors' sale of assets to Cherokee Acquisition
Corporation.

The sale of the Debtors' North American assets to Cherokee
pursuant to the Cendant ASPA closed on November 22, 2002.

In exchange for the sale of the North American Assets, the
Debtors were to receive, among other things, $110,000,000 in cash
consideration, the payment of transaction, bankruptcy and
reorganization related expenses, the assumption of some contracts
and trade payables, and the assumption or repayment by Cherokee
of the Debtors' non-recourse asset-backed vehicle related debt,
which aggregated $2,800,000,000 as of September 30, 2002.  At
closing, Cherokee remitted to the Debtors net cash proceeds of
$101,851,250 consisting of the $110,000,000 purchase price less
some deductions and certain amounts that were required to be sent
into escrow accounts that may be subsequently available for
distribution to creditors.

On February 24, 2003, the Court approved the sale of the Debtors'
remaining car and truck rental assets in Europe, the Middle East
and Africa to Avis Europe plc and Zodiac Europe Ltd, pursuant to
that January 21, 2003 Asset Purchase Agreement by and among BRAC
Rent a Car Corporation, BRACII Rent-A-Car International Inc., the
U.K. Administrators in their capacity as administrators in the
U.K, Administration Proceedings, Budget France S.A., Budget Rent-
A-Car Espana S.A., and Budget Rent a Car GmbH and Avis Europe.
The February 24 Order also authorized the Debtors to hold the
proceeds received from the EMEA Sale in a bank account in the
United States with the consent of the U.K. Administrators.  The
transactions contemplated by the Avis Europe APA were consummated
on March 11, 2003.

Following consummation of the transactions contemplated by the
Cendant ASPA and the Avis Europe APA, Mr. Bowden reports that
disputes arose between BRAC, on the one hand, and BRACII, on the
other hand, regarding the appropriate allocation to the various
Debtors' estates of the Cendant Sale Proceeds and the Avis Europe
Sale Proceeds.  In addition, certain intercompany claims were
asserted by and between the U.S. Estates, on the one hand, and
BRACII, on the other hand, including, without limitation:

   (1) claims asserted by the U.S. Estates against BRACII:

       (a) administrative expense claims arising under Sections
           507(a)(1) and 503(b) of the Bankruptcy Code against
           BRACII, including, without limitation, administrative
           expense claims for:

            (i) postpetition amounts advanced to or for the
                benefit of BRACII; and

           (ii) reimbursement of fees, costs and expenses paid by
                BRAC on BRACII's behalf or that may otherwise be
                attributable to BRACII; and

       (b) prepetition claims against BRACII, including, without
           limitation, any and all intercompany claims; and

   (2) claims asserted by BRACII against the U.S. Estates:
       claims arising from:

       (a) the postpetition termination of the BRACII License
           Agreement; and

       (b) BRAC's entry into the BRAC License Agreement.

Upon the Creditors Committee's request and pursuant to an
August 15, 2003 Order, the Court appointed the Committee as
representative of the U.S. Estates for purposes of litigating the
disputes between the U.S. Estates and BRACII.  Similarly, the
Court recognized the U.K. Administrators as representative of
BRACII.  In addition, the Court, pursuant to an August 21, 2003
Order, established procedures for resolving, inter alia, the
Allocation Issues and the U.S.-U.K. Intercompany Claims.

In accordance with the provisions of the Procedures Order, on
August 22, 2003, the U.S. Estates, through the Creditors
Committee, and BRACII, through the U.K. Administrators, filed a
Joint Statement of Claims to be Litigated.

                          The Settlement

After substantial negotiations, the Creditors Committee, on
behalf of the U.S. Estates, and the U.K. Administrators, on
behalf of BRACII, agreed to resolve fully and finally all issues
concerning, inter alia:

   (1) the Allocation Issues;

   (2) the U.S.-U.K. Intercompany Claims;

   (3) all the claims set forth in the Statement of Claims; and

   (4) all claims relating to the proceeds and conduct of the
       Sixt Litigation.

In settlement of their disputes, the parties agreed to execute a
settlement agreement, the salient terms of which are:

   (1) Allocation of the Cendant Sale Proceeds.  One Hundred
       Percent of the Cendant Sale Proceeds will be allocated to
       the U.S. Estates.  None of the Cendant Sale Proceeds will
       be allocated to BRACII;

   (2) Allocation of the Avis Europe Sale Proceeds.  One Hundred
       Percent of the Avis Europe Sale Proceeds, less the U.S.
       Estates' Allocation Amount and the Claims Reserve Amount,
       will be allocated to BRACII.  The U.S. Estates'
       Allocation Amount will be allocated to the U.S. Estates.
       The U.S. Estates' Intercompany Claims will be deemed
       disallowed in their entirety for purposes of receiving
       distributions of the Avis Europe Sale Proceeds;

   (3) U.S. Estates' Administrative Claims.  Any and all of the
       U.S. Estates' Administrative Claims will, as of the
       Effective Date, be released, remised and forever
       discharged;

   (4) BRACII Claims Reserve.  On the Effective Date, a
       segregated fund not to exceed $3,050,000 will be
       established from the Avis Europe Sale Proceeds, which fund
       will be used towards satisfying allowed and unpaid Chapter
       11 Administrative Expense and Priority Claims and the fees
       and expenses of the BRACII Nominee and any professionals
       retained by the person or entity.  Any funds remaining in
       the BRACII Claims Reserve following satisfaction of the
       Chapter 11 Administrative Expense and Priority Claims and
       the fees and expenses of the BRACII Nominee and its
       professionals will be returned to BRACII.

       The Net Cash Proceeds of the Sixt Litigation will be
       allocated among the Debtors:

       (a) 100% of BRACII's Allocation Amount to BRACII, and,
           thereafter;

       (b) 50% of the balance of the Net Cash Proceeds of the
           Sixt Litigation to BRACII and 50% of the balance of
           the Net Cash Proceeds of the Sixt Litigation to the
           U.S. Estates;

   (5) Conduct of the Sixt Litigation.  The U.K. Administrators
       will have sole authority to prosecute, defend, settle or
       otherwise compromise the Sixt Litigation and will have
       sole responsibility and obligation for the payment of all
       Costs and Expenses incurred in connection with the
       prosecution or administration of the Sixt Litigation.
       Moreover, the U.K. Administrators, in their discretion,
       will have the sole authority to voluntarily dismiss,
       discontinue, settle or otherwise compromise the Sixt
       Litigation without obtaining the consent of the U.S.
       Estates, the Committee, or any other party-in-interest, or
       the approval of the Bankruptcy Court;

   (6) Administration of the Avis Europe Escrow Accounts.
       The U.K. Administrators will have sole responsibility
       for the administration of the Avis Europe Escrow Accounts
       and may settle or otherwise compromise any claims
       relating to the Avis Europe Escrow Accounts without
       obtaining the consent of the U.S. Estates, the Creditors
       Committee or any other party-in-interest.  The U.K.
       Administrators will also have sole responsibility and
       obligation for the payment of all Costs and Expenses
       incurred in connection with or relating to the
       administration of the Avis Europe Escrow Accounts or the
       resolution of any claims.  The U.K. Administrators will
       have the sole authority to prosecute, defend, settle,
       dismiss or otherwise compromise the Jaeban Proceedings.
       Any voluntary dismissal, settlement or other compromise of
       the Jaeban Proceedings will be subject to Bankruptcy
       Court approval and any objection that the Committee may
       assert in the Bankruptcy Court to the proposed voluntary
       dismissal, settlement or other compromise;

   (7) Professional Fees.  BRACII will pay EUR40,828 of the
       Eversheds Fees plus 100% of any VAT payable thereon will
       be paid by the U.S. Estates.  That portion of the Sidley
       Fees that were incurred by attorneys located in Sidley's
       London office will be paid by BRACII and the remainder of
       the Sidley Fees will be paid by the U.S. Estates.  Except
       as otherwise set forth in the Settlement Agreement, the
       Unpaid BRACII Professional Fees will be paid by the U.S.
       Estates; and

   (8) Release.  The U.S. Estates and the Committee, on the one
       hand, and BRACII and the U.K. Administrators, on the other
       hand, agree to the mutual release of any and all claims
       and causes of action that arose at any time prior to, or
       that may arise on, the Effective Date of the Settlement
       Agreement.

The U.K. Administrators and the Creditors Committee, on behalf of
the U.S. Estates and BRACII, seek the Court's authority, pursuant
to Section 105 of the Bankruptcy Code and Rule 9019(a) of the
Federal Rules of Bankruptcy Procedure, to enter into the
Settlement Agreement and thereby settle and resolve all issues
between the U.S. Estates and BRACII.

Mr. Bowden justifies that it is without question that litigation
of these disputes would be both time-consuming and exceedingly
costly for the U.S. Estates and BRACII.  However, the proposed
settlement will allow the U.S. Estates and BRACII to avoid the
uncertainty, delay and strain on both the human and financial
resources of their estates associated with the complex
litigation, to the benefit of the creditors of both the U.S.
Estates and BRACII.

In addition, the Settlement Agreement provides for the mutual
release of all intercompany claims between the U.S. Estates and
BRACII.  The mutual release of the claims is fair and reasonable
given the complexity of the claims asserted and the potential
risk associated with litigating the claims before the Bankruptcy
Court.  Moreover, as a result of the mutual releases, the
Settlement Agreement significantly reduces the total claims
asserted against each of the Debtors' estates, to the benefit of
the other creditors of both the U.S. Estates and BRACII, Mr.
Bowden says.

Moreover, the Debtors' proposed plan of reorganization
contemplates the consummation of the Settlement Agreement.
Likewise, BRACII's ability to propose and have approved documents
evidencing a company voluntary arrangement in the U.K.
Administration Proceedings is dependent on the consummation of
the Settlement Agreement.  Thus, any delay associated with the
litigation of these matters may significantly delay confirmation
of the Debtors' proposed plan of reorganization, as well as the
timely conclusion of the U.K. Administration Proceedings.
Furthermore, the Settlement Agreement provides a protocol for the
cooperative and efficient resolution of both the U.S. Cases and
the U.K. Administration Proceedings, which the parties believe
will aid in the administration of the U.S. Estates and BRACII
going forward.

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


C AND D WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: C and D Warehouse, Inc.
        aka C&D Warehouse, Inc.
        1905 Turning Basin, Suite 150
        Houston, Texas 77029

Bankruptcy Case No.: 04-30753

Type of Business: The Debtor specializes in plastics packaging,
                  public warehousing, and distribution services.
                  See http://www.canddwarehouse.com/

Chapter 11 Petition Date: January 9, 2004

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Preston T. Towber, Esq.
                  Goforth Lewis & Williams
                  1111 Bagby 22nd Floor
                  Houston, TX 77002
                  Tel: 713-713-650-0022
                  Fax: 713-650-3301

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
Anico Warehouse Trust                    $549,859
P.O. Box 924133
Houston, Texas 77292-4133

First Industrial Realty Trust, Inc.      $464,462
8850 Jameel Road, Suite 100
Houston, Texas 77040

AN/WRI Partnership, Ltd.                 $464,431
P.O. Box 924133
Houston, Texas 77292-4133

Greenbriar Holdings Houston LTD          $217,790

International Paper                      $198,263

Stewart & Stevenson                      $119,149

Pacesetter Personnel Service             $103,070

Treasurer, PTRA, Port                     $87,156

G & A Pallet Co.                          $74,960

Acme Skid & Plug                          $57,193

Four Star Transportation Inc.             $50,315

Wooden Pallets Inc.                       $37,022

United Health Care                        $36,574

IBS-Industrial                            $29,944

International Chem-Metals (USA) Inc.      $28,742

Mak Transportation                        $25,250

HISD Tax Office                           $23,873

Harris County Tax Assessor-Col            $21,829

Ferrellgas                                $11,879

Perry Scale Co.                           $11,796


CASCADES INC: Publishing Quarterly & Year-End Results on Jan. 30
----------------------------------------------------------------
Financial analysts are invited to attend Cascades Inc. fourth
quarter results conference call:

        Friday, January 30, 2004 at 9:00 a.m. ET

        Dial numbers:     (514) 807-8791
                          (416) 640-4127

        Replay:           (416) 640-1917 access code: 21033340 No.

Media and other interested individuals are invited to listen to
the live or deferred broadcast on the Cascades corporate Web site
at http://www.cascades.com/

Cascades Inc., (S&P, BB+, LT Corporate Credit Rating) is a leader
in the manufacturing of packaging products, tissue paper and
specialized fine papers. Internationally, Cascades employs 14,000
people and operates close to 150 modern and versatile operating
units located in Canada, the United States, France, England,
Germany and Sweden. Cascades recycles more than two million tons
of paper and board annually, supplying the majority of its fiber
requirements.


CKE RESTAURANTS: Names Haley EVP Marketing for Carl's & Hardee's
----------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) announced the appointment of
Brad Haley to executive vice president of marketing for the Carl's
Jr. and Hardee's brands.  Prior to his appointment, Haley was EVP
of marketing at Hardee's.  Haley takes on the responsibilities of
Steve Buchan, formerly the head of marketing at Carl's Jr., who
left the Company last year.

Andrew F. Puzder, president and CEO of CKE Restaurants, Inc.,
said, "Brad has been a key part of our efforts to re-establish
Hardee's relevance among our core target of 18 to 34 year-old
young, hungry guys.  With Hardee's and Carl's Jr. both pursuing a
premium burger strategy, as well as sharing the same marketing
services agencies, we feel there is a clear advantage in having
a single marketing head."

Before joining Hardee's, Haley was chief marketing officer for
Church's Chicken.  From 1992 to 1999, Haley served as corporate
vice president of marketing communications for Jack in the Box
restaurants.  As executive vice president of marketing, Mr. Haley
will lead all facets of marketing at both the Carl's Jr. and
Hardee's brands -- including brand positioning, advertising,
product development, merchandising, sales analysis, marketing
research, pricing and promotions.  Haley grew up in Fresno, Calif.
but now calls Santa Barbara his home.

CKE Restaurants, Inc. (S&P, B Corporate Credit Rating, Negative),
through its subsidiaries, franchisees and licensees, operates over
3,200 restaurants, including 1,000 Carl's Jr. restaurants, 2,181
Hardee's restaurants, and 97 La Salsa Fresh Mexican Grills in 44
states and in 14 countries. For more information, go to
http://www.ckr.com/


CME TELEMETRIX: Agrees to Sell Non-Core Assets to Raise Funds
-------------------------------------------------------------
CME Telemetrix Inc. (TSX Venture: CEM), a leading-edge developer
of near-infrared instruments, reached an agreement in principle to
sell certain of its non-core assets.

These assets include rights to CME's Food Analyzer Equipment
business and certain intellectual property rights considered non-
essential to the Company's core focus of developing and
commercializing devices for monitoring blood analytes. These
transactions are subject to due diligence by the purchaser and
negotiation of definitive documentation, and are expected to close
on January 30th, 2004.

"Selling these assets will provide the Company with funds to
maintain operations while seeking a suitable long-term financing
solution, and will have no impact on the revenue generating
potential of our blood analyte monitoring technology," said Duncan
McIntyre.

CME also announced that it has extended the closing date of its
previously announced private placement of securities. The closing
date is now expected to be on or about February 6, 2004.

In the fourth quarter of 2003, CME announced that it had entered
into a financing agreement with Wolverton Securities Ltd. as the
lead agent. Subject to regulatory approval and upon completion of
the transaction, CME may issue, on a best efforts private
placement basis, up to 8,333,500 units, at a price of $0.30 per
Unit for total gross proceeds of up to approximately $2,500,000.
Each Unit will consist of one common share and one half of one
non-transferable share purchase warrant. Each full share purchase
warrant will be exercisable into one common share at $0.60 during
the 24 months after the closing of the private placement. Proceeds
from the financing will be used for CME's continuing research
program as well as working capital and general corporate purposes.

CME Telemetrix is a leading developer of optical based
technologies. Through its expertise in optics, algorithms, and
electronics, the Company has developed a platform technology with
multiple commercial applications. Currently, the Company's primary
focus is the development of a device that utilizes near infrared
light for non-invasive blood analysis, particularly for measuring
blood glucose levels for people with diabetes.

CME Telemetrix has entered into licensing agreements with several
international companies. Additional information is available on
the Company's Web site at http://www.cmetele.com/


COVANTA ENERGY: Bankr. Court Approves 2nd Disclosure Statement
--------------------------------------------------------------
U.S. Bankruptcy Court Justice Blackshear approved the Covanta
Energy Debtors' Second Disclosure Statement with respect to the
Second Reorganization and Liquidation Plans on January 14, 2004.
The Court finds that the Second Disclosure Statement contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.

The Court overrules these objections to the extent not withdrawn
or resolved:

   (a) Credit Suisse First Boston;

   (b) Pitney Bowes Credit Corporation, Allstate Insurance
       Company, and Mission Funding Zeta; and

   (c) Michael Ellis, William B. Gordon, and Larry D. Williams.

                           Record Date

The Record Date for determining which holders of Claims against
the Debtors' estates are eligible to vote on the Second Plans,
and for determining the identity of each holder of Claims against
and Equity Interests in the Debtors that will receive a copy of
the Confirmation Hearing Notice is January 12, 2004.

Holders of Allowed 9.25% Debenture Claims that purchased the
securities after the Record Date or whose purchase of the
securities was registered after the Record Date and who wish to
vote on the Second Reorganization Plan or the Second Liquidation
Plan must arrange with their sellers to receive a proxy from the
record holder as of the Record Date.

                         Form of Ballots

There will be a separate form of Ballot, and when applicable,
Master Ballot, for each of these Classes or Subclasses of Allowed
Claims entitled to vote:

   Second Reorganization Plan

   Class/Subclass     Description
   --------------     -----------
   Subclass 3A        Secured Bank Claims
   Subclass 3B        Secured 9.25% Debenture Claims
   Subclass 3C        Other Secured Claims
   Class 4 - Ballot   Operating Company Unsecured Claims
   Class 6 - Ballot   Parent and Holding Company Unsecured Claims
   Class 8 - Ballot   Convenience Claims

   Second Liquidation Plan

   Class/Subclass   Description
   --------------   -----------
   Subclass 3A      Liquidation Secured Claims
   Subclass 3B      Other Secured Liquidation Claims

                       Solicitation Package

The Debtors will distribute the Solicitation Package no later
than January 26, 2004.  The Debtors are authorized to include in
the Solicitation Packages to be sent to unsecured creditors
entitled to vote under the Second Reorganization Plan, the letter
regarding the Creditors Committee's recommendation with respect
to the Second Reorganization Plan, which was provided to the
Court by the Creditors Committee's counsel.

                 Voting and Tabulation Procedures

   (a) All votes to accept or reject the Second Plans must be
       cast by using the appropriate Ballot or Master Ballot.
       Votes that are cast in any other manner will not be
       counted;

   (b) The amount of a Claim or Equity Interest will be
       calculated on the basis of the amount of the Allowed Claim
       or Allowed Equity Interest on the Record Date.  For voting
       purposes only:

          (1) the Subclass 3A Claims under the Second
              Reorganization Plan and the Secured Bank Claims
              under Subclass 3A of the Second Liquidation Plan
              are currently estimated in an aggregate amount of
              $415,000,000 including interest and fees, subject
              to ultimate resolution of the claims under the
              Prepetition Credit Agreement; and

          (2) the Subclass 3B Claims under the Second
              Reorganization Plan and the 9.25% Debenture Claims
              under Subclass 3A of the Second Liquidation Plan
              are currently estimated in an aggregate amount
              of $105,000,000 including interest and fees,
              subject to ultimate resolution of the claims under
              the 9.25% Debentures;

   (c) All Ballots and Master Ballots must be properly completed,
       executed, marked and actually received, via U.S. mail,
       overnight delivery or hand delivery by Bankruptcy
       Services, LLC, the Balloting Agent, on or before 4:00 p.m.
       prevailing Eastern Time on February 23, 2004;

   (d) The procedures used in the tabulation of votes cast with
       respect to the Second Plans are:

          (1) Pursuant to Section 1126(e) of the Bankruptcy Code,
              a vote may be disregarded if the Court determines,
              after notice and a hearing, that a vote was not
              solicited or procured in good faith or in
              accordance with the provisions of the Bankruptcy
              Code;

          (2) A holder of Claims or Equity Interests in more than
              one Class must use separate Ballots for each Class
              of Claims or Equity Interests;

          (3) Votes cast by holders of Claims or Equity Interests
              in each Class under the Second Plans will be
              tabulated separately by Class;

          (4) Votes cast by holders of Allowed Claims in
              Subclasses 3A and 3B under the Second
              Reorganization Plan and Subclasses 3A and 3B under
              the Second Liquidation Plan will be counted as a
              single Class of Claims under each Second Plan;

          (5) Any executed Ballot or Master Ballot received by
              the Balloting Agent that does not indicate either
              an acceptance or rejection of the Second Plan for
              which the vote was cast will be deemed to
              constitute an acceptance of that Second Plan;

          (6) Ballots must be returned by U.S. mail, hand
              delivery or overnight mail to the Balloting Agent.
              Master Ballots, however, may be returned by U.S.
              mail, hand delivery, overnight mail or facsimile to
              the Balloting Agent;

          (7) Except to the extent determined by the Debtors in
              their reasonable discretion or as otherwise
              permitted by the Court, the Debtors will not accept
              or count any Ballots or Master Ballots received
              after the Voting Deadline;

          (8) Whenever a voter submits more than one Ballot
              voting the same Claim prior to the Voting Deadline,
              the last Ballot received will be deemed to reflect
              the voter's intent and thus supersede any prior
              Ballots;

          (9) The authority of the signatory of each Ballot or
              Master Ballot will be presumed;

         (10) Voters must vote all of their Claim in a class or
              in different Classes either to accept or reject a
              Second Plan, and Ballots cast by the same holder in
              different classes which do not all vote to accept
              or reject a Second Plan will not be counted.
              Voters may not split their vote.  Accordingly, a
              Ballot that partially rejects and partially accepts
              will not be counted.  Furthermore, a voter will be
              deemed to have voted the full Allowed amount, no
              more or less, of the voter's position as reflected
              on either:

                 -- the Schedules as an undisputed,
                    non-contingent, and liquidated Claim; or

                 -- a proof of claim filed in these cases that
                    has not been subject to an objection by the
                    Debtors prior to February 2, 2004.

              However, if the Debtors file an objection to a
              proof of claim that seeks to reduce the amount of
              the proof of claim, the amount of the Claim will be
              counted as stated in the objection, unless
              temporarily allowed by the Court for voting
              purposes pursuant to Bankruptcy Rule 3018(a) after
              notice and hearing the objection is resolved by
              stipulation of the parties;

         (11) Ballots previously submitted by creditors and
              equity holders pursuant to the ESOP Disclosure
              Statement Order will not be counted in connection
              with the solicitation and tabulation of votes with
              respect to the Second Plans; and

         (12) The Debtors and their agents will have reasonable
              discretion to determine if a Ballot properly
              complies with the procedures and the voting
              instructions accompanying the Ballots and Master
              Ballots;

   (e) Any entity entitled to vote to accept or reject the Second
       Reorganization Plan or the Second Liquidation Plan may
       change its vote before the Voting Deadline by casting a
       superseding Ballot so that it is received on or before the
       deadline.  Entities desiring to change their votes after
       the Voting Deadline may only do so if they file a motion
       with the Court with sufficient notice so that it can be
       heard and considered prior to or at the Confirmation
       Hearing and they demonstrate "cause" pursuant to
       Bankruptcy Rule 3018(a);

   (f) A holder of any Claim (i) that is scheduled at zero or
       listed as disputed, unliquidated or contingent on the
       Debtors' schedules of assets and liabilities with respect
       to which no proof of claim has been filed, or (ii) for
       which a proof of claim has been filed and as to which an
       objection seeking disallowance of the proof of claim has
       been filed on or before February 2, 2004, will not be
       entitled to vote for or against any of the Second Plans
       unless either:

          (1) the Court, upon application of any holder,
              temporarily allows the Claim for the purpose of
              accepting or rejecting the Second Plans pursuant to
              Bankruptcy Rule 3018(a), in which case the amount
              of the Court-determined Allowed Claim will be used
              to tabulate the holder's vote; or

          (2) any objection by the Debtors is resolved by
              stipulation of the parties;

   (g) The Debtors' rights to redesignate Debtors as Reorganizing
       Debtors or Liquidating Debtors, at any time prior to 10
       days before the Confirmation Hearing are specifically
       reserved.  Holders of Claims or Equity Interests who are
       entitled to vote on the Second Plans who are affected by
       the redesignations will have five days from notice of the
       redesignation to vote to accept or reject the Second
       Reorganization Plan or the Second Liquidation Plan, as
       applicable.

                         Claims Objection

The Debtors are authorized to count and tabulate votes on the
Second Plans in accordance with any objections to claims seeking
to:

   -- disallow or reduce a Claim for voting purposes;

   -- disallow a Claim;

   -- reduce the amount of a Claim; and

   -- reallocate and transfer a proof of claim from one Debtor
      to another Debtor.

Claims Objections must be filed on or before February 2, 2004 at
4:00 p.m. prevailing Eastern Time.

                       Rule 3018(a) Motion

Any party seeking temporary allowance of a Claim for voting
purposes in a manner different than as stated in a Claims
Objection will be required to file with the Court a motion, with
evidence in support thereof, seeking temporary allowance of the
Claim pursuant to Bankruptcy Rule 3018(a) on or before
February 18, 2004 at 4:00 p.m. prevailing Eastern Time.  Any
holder of a Claim that is scheduled as zero, disputed,
unliquidated or contingent in the Schedules who wishes to vote on
the Second Plans must file a Rule 3018(a) Motion on or prior to
the Rule 3018(a) Motion Deadline.

With regard to any timely Rule 3018(a) Motion, the Debtors will
be permitted to file a response no later than February 23, 2004
at 4:00 p.m. prevailing Eastern Time.  A hearing on timely Rule
3018(a) Motions, if any, will be held on February 25, 2004 at
2:00 p.m. prevailing Eastern Time.

                       Confirmation Hearing

The hearing to consider confirmation of the Second Plans is
scheduled to commence on March 3, 2004 at 2:00 p.m. prevailing
Eastern Time.  The Confirmation Hearing may be continued from
time to time by announcing the continuance in open court or
otherwise without prior notice to parties-in-interest; provided,
however, that the Debtors file with the Court a notice of any
adjournment and post a notice of the adjournment on the Debtors'
website at http://www.covantaenergy.com/as soon as practicable.

           Confirmation Objection and Discovery Cut-off

The deadline for filing and serving objections to confirmation of
the Second Plans is February 23, 2004 at 4:00 p.m. prevailing
Eastern Time.

The discovery cut-off date relating to confirmation of the Second
Plans is February 18, 2004 at 4:00 p.m. prevailing Eastern
Time. (Covanta Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CSK AUTO CORP: Completes Various Refinancing Transactions
---------------------------------------------------------
CSK Auto Corp. (NYSE: CAO), the parent company of CSK Auto Inc., a
specialty retailer in the automotive aftermarket, announced the
consummation of its refinancing.

The components of the refinancing consist of the following:

-- CSK Auto Inc. repurchased approximately $265 million, or
   approximately 94%, of its $280 million outstanding principal
   amount of 12% senior notes due 2006 pursuant to a cash tender
   offer commenced Dec. 16, 2003. The tender offer expired at 12
   midnight, New York City time, on Jan. 15. CSK Auto Inc. also
   received the requisite consents to amend the indenture that
   will govern the remaining outstanding notes, which the company
   expects to redeem in December 2004, the first time such notes
   become redeemable pursuant to the indenture governing the
   notes.

-- CSK Auto Inc. amended and restated its senior credit facility,
   increasing the size of the facility from $325 million to $400
   million and lowering the interest rate margin on the term loan
   portion of such facility by 50 basis points. The amended and
   restated senior credit facility is comprised of $145 million of
   revolving credit facilities maturing in June 2008 and $255
   million of term loans maturing in June 2009.

-- CSK Auto Inc. issued $225 million of 7% senior subordinated
   notes due 2014. The new notes will be unsecured general senior
   subordinated obligations of CSK Auto Inc. Interest on the new
   notes is payable each Jan. 15 and July 15 and the new notes
   will mature on Jan. 15, 2014. The note offering was increased
   from $200 million due to strong investor demand.

"We are extremely pleased to close this refinancing on such
favorable terms to the company," said Maynard Jenkins, chairman
and chief executive officer of CSK Auto Corp. "The strong investor
demand is a further indication of the continuing positive momentum
resulting from our significantly improved financial condition and
strong operating results. Completing this refinancing is another
step in the company's strategic plan to reduce our overall cost of
capital and improve our free cash flow."

As a result of the refinancing, we expect pre-tax savings of
approximately $12 million to $14 million in annual interest
expense. Accordingly, this will increase our fiscal 2004 net
income estimate from a range of $58 million to $61 million to a
range of $65 million to $69 million. This results in an increase
in diluted earnings per common share of $0.16 to $0.18, assuming
approximately 47 million diluted shares outstanding. We are also
increasing our fiscal 2004 free cash flow estimate to between $73
million and $83 million.

In connection with the refinancing, we expect to record a charge
of approximately $44 million to $45 million ($27 million to $28
million after income taxes) in our fourth quarter ending Feb. 1,
2004. This charge will consist of premiums paid upon retirement of
CSK Auto Inc.'s $265 million of 12% senior notes, the write-off of
the unamortized debt discount associated with such notes, the
write-off of certain unamortized debt issuance costs, and certain
other fees and expenses associated with the refinancing, partially
offset by a fair market value adjustment to the senior notes
associated with the termination in June 2003 of an interest rate
swap agreement. The actual amount of the charge will be determined
upon final settlement of related costs and expenses.

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


DELPHAX TECHNOLOGIES: Auditors Express Going Concern Uncertainty
----------------------------------------------------------------
Delphax Technologies Inc. (Nasdaq: DLPX) filed on January 13,
2004, its fiscal 2003 Annual Report on Form 10-K, which includes
an audit opinion referring to a going concern uncertainty.

As previously disclosed, the company is negotiating with a new
lender to replace its credit facility that expired and matured on
December 31, 2003. The negotiations had not been completed as of
the deadline for filing the Annual Report on Form 10-K. The
company anticipates that the negotiations will be successful and
new financing completed within a few weeks. The current lender has
entered into a forbearance agreement that runs through January 31,
2004, in order to allow the company more time to arrange the new
financing.

Delphax Technologies Inc. is a global leader in the design,
manufacture and delivery of advanced digital print production
systems based on its patented electron-beam imaging (EBI)
technology. Delphax digital presses deliver industry-leading
throughput for both roll-fed and cut-sheet printing environments.
These flagship products are extremely versatile, providing
unparalleled capabilities in handling a wide range of substrates
from ultra lightweight paper to heavy stock. Delphax provides
digital printing solutions to publishers, direct mailers and other
printers that require systems capable of supporting a wide range
of commercial printing applications. The company also licenses and
manufactures EBI technology for OEM partners that create
differentiated product solutions for additional markets. There are
currently over 4,000 installations using Delphax EBI technology in
more than 60 countries worldwide. Headquartered in Minneapolis,
with subsidiary offices in Canada, the United Kingdom and France,
the company's common stock is publicly traded on the National
Market tier of the Nasdaq Stock Market under the symbol: DLPX.
Additional information is available on the company's Web site at
http://www.delphax.com/


DII IND.: Court Appoints Prof. Green as Futures Representative
--------------------------------------------------------------
The DII Industries, LLC and Kellogg, Brown & Root Debtors propose
to appoint a legal representative for the purpose of protecting
and representing the rights of persons who might subsequently
assert demands related to asbestos or silica exposure.  The
Debtors propose to appoint Professor Eric Green to serve in that
capacity.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart LLP, in
Pittsburgh, Pennsylvania, explains that appointing a Legal
Representative is required to afford appropriate protections to
persons who may subsequently hold asbestos-related and silica-
related personal-injury claims and demands.

According to Mr. Zanic, one key element of the Plan is the
issuance of channeling injunctions under Sections 105 and 524(g)
of the Bankruptcy Code, pursuant to which all current and future
Asbestos Unsecured PI Trust Claims and Demands against the
Debtor-Affiliated Protected Parties and Silica Unsecured PI Trust
Claims and Demands against the Debtor-Affiliated Protected
Parties will be channeled to the Asbestos PI Trust and Silica PI
Trust established under the Plan.  The Asbestos PI Trust and
Silica PI Trust will be empowered equitably to distribute
available Asbestos PI Trust Assets and Silica PI Trust Assets to
the holders of all Asbestos Unsecured PI Trust Claims and Silica
Unsecured PI Trust Claims in accordance with the applicable trust
distribution procedures.  Channeling injunctions are authorized
and may be issued if, among other things, a legal representative
is appointed for the purpose of protecting the rights of persons
that might subsequently assert Claims against the Debtors.

Mr. Zanic points out that the appointment of the Legal
Representative will facilitate the confirmation of the Plan and
will assure that the interests of future claimants will be
protected in this process.  Appointing a Legal Representative is
necessary to enable the Court to render constitutionally valid
and binding judgments against persons who may assert future
Asbestos Unsecured PI Trust Claims and Silica Unsecured PI Trust
Claims against the Debtor-Affiliated Protected Parties.  That, in
turn, will enable the Debtors' creditors, shareholders, settling
insurers, the Asbestos PI Trust and Silica PI Trust and others
who benefit from the channeling injunctions in the Plan, as well
as future holders of Asbestos Unsecured PI Trust Claims and
Silica Unsecured PI Trust Claims, to benefit from the creation of
the trusts and the transactions contemplated in the Plan.

Mr. Zanic relates that majority of the cases appointing an
independent representative for future claimants have done so
based on recognition of the potential conflict of interest
between present and future claimants.  The primary interest of
present claimants, and any committee representing only present
claimants, is to maximize present recoveries.  Demand holders are
concerned with ensuring that adequate provisions are also in
place for the payment of future claims.

Beginning summer of 2002, the Debtors and the Asbestos Committee
began interviewing candidates to serve as the Legal
Representative.  The Debtors sought a disinterested candidate
with recognized excellence in the field of mass torts and with
complete independence and previous experience serving as legal
representative in asbestos cases.  In September 2002, after
reviewing numerous suggestions, considering resumes from highly
qualified candidates, and careful deliberation, the Debtors, with
the concurrence of the members of the Asbestos Committee, asked
Prof. Green to serve as Legal Representative.  Prof. Green is a
nationally recognized mediator, arbitrator and neutral, having
co-founded two leading alternative dispute resolution firms,
Endispute and Resolutions, LLC, and having practiced and written
about the field of alternative dispute resolution for 20 years.

Prof. Green is a Professor of Law at Boston University School of
Law where he teaches courses in evidence, alternative dispute
resolution, and mass torts.  His work in asbestos and other toxic
tort litigation has been extensive.  He currently serves as the
court-appointed legal representative for future asbestos
personal-injury tort claimants in the Babcock & Wilcox Company,
et al. cases in the Eastern District of Louisiana and the
Federal-Mogul Products, Inc., et al. cases and the Fuller-Austin
Insulation Co. bankruptcy case in the District of Delaware.
Prof. Green currently serves as the legal representative to the
Fuller Austin Settlement Trust on behalf of future claimants.

Prof. Green has also served as the court-appointed special master
in the Ohio Asbestos Litigation (N.D. Ohio), the Connecticut
Asbestos Litigation (D. Ct.), and the Massachusetts Asbestos
Litigation (D. Mass.; Mass. Sup. Ct.).  He mediated and
arbitrated numerous cases involving asbestos personal-injury
claims, asbestos property damage claims, asbestos insurance
coverage claims, asbestos reinsurance and asbestos
indemnification claims.  He served as a special consultant to the
Manville Personal Injury Settlement Trust and as guardian ad
litem for the future claimants in In re Asbestos Litigation, 90
F.3d 963 (5th Cir. 1996) (Ahearn v. Fibreboard), 162 F.R.D. 505
(E.D. Tex. 1995)).  As special master and guardian ad litem,
Prof. Green assisted in the settlement of thousands of personal-
injury asbestos claims and reviewed these settlements for their
fairness, reasonableness and adequacy.

The Debtors appointed Prof. Green pursuant to an engagement
agreement dated October 22, 2002.  Following his appointment,
Prof. Green and his counsel, Young Conaway Stargatt & Taylor,
LLP, were actively involved in conducting due diligence with
respect to the prepetition settlement agreements and the Plan.
Prof. Green also retained the investment banking firm, Dresdner
Kleinwort Wasserstein, LLC, to serve as his financial advisor
with respect to the Debtors' financial affairs.  In addition,
Prof. Green engaged Analysis Research Planning Corporation as an
econometric expert to assist him in estimating the number of
likely future asbestos and silica-related claims, J.W. Wilson &
Associates, Inc. to provide expert economic, accounting and
financial analysis, Schiff Hardin & Waite to provide general
legal advice, and Doug C. Allen to provide technical services in
the areas of insurance coverage and construction.

Prof. Green spent significant time and resources analyzing the
Debtors' assets and reviewing the status of the pending asbestos
and silica claims and insurance coverage issues.  Prof. Green
actively negotiated the Plan Documents, including the terms of
the Asbestos PI Trust and Silica PI Trust created under the Plan.
Prof. Green, his counsel and other professionals undertook their
responsibilities diligently and negotiated with the various
parties in good faith.

In connection with his prepetition services and under the terms
of the Engagement Agreement, Prof. Green received a $9,000 per
diem fee, paid by the Debtors, plus reimbursement of customary
out-of-pocket expenses.

The Debtors will compensate Prof. Green for his postpetition
services at $600 per hour, plus reimbursement of customary out-
of-pocket expenses.  The Debtors also obtained liability
insurance coverage for Prof. Green through Illinois Union
Insurance Co., with a $47,700 annual premium.

Prof. Green is likely to retain certain professionals as he deems
appropriate to assist him in the performance of his duties.  The
Debtors will reimburse Prof. Green for the reasonable fees and
expenses incurred by these professionals for services within the
scope of his employment as allowed by the Court.  The Debtors
paid the fees and expenses of Prof. Green and these professionals
for their work before the Petition Date.

The Debtors will also indemnify and defend and hold Prof. Green
harmless, as well as his partners, associates, principals,
employees and professionals, from and against any losses, claims,
damages, or liabilities as a result of or in connection with
Prof. Green's services.

Prof. Green attests that he is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.  He has no
prior association with the Debtors, their ultimate parent, or any
of their subsidiaries or affiliates.

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: Has Until March 15 to Move Actions to Del. Court
---------------------------------------------------------------
DirecTV Latin America, LLC obtained permission from the U.S.
Bankruptcy Court for the District of Delaware extending, for the
third time, the Removal Period. Thus, the current deadline to
remove prepetition actions to and including the latest to occur
of:

   (a) March 15, 2004; or

   (b) 30 days after entry of an order terminating the automatic
       stay with respect to a particular action sought to be
       removed. (DirecTV Latin America Bankruptcy News, Issue No.
       18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DOMAN: Reaches Tentative Agreement with Majority of Noteholders
---------------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act ("CCAA") has filed with the
Court a special purpose report that is primarily intended to
provide summary information on the Company's progress with respect
to the Refinancing Solicitation Process for the period from
December 18, 2003 to January 19, 2004.

The Monitor reports that in excess of 60% of the unsecured
noteholders have reached a tentative agreement on the structure of
an unsecured creditor compromise and refinancing of the senior
secured notes and are working to finalize the agreement. Doman has
not been advised of the complete terms of that agreement. A copy
of the Monitor's report may be obtained by accessing the Company's
Web site at http://www.domans.com/or the Monitor's Web site at
http://www.kpmg.ca/doman/


DOW CORNING: Electronics Unit Enters Lithographic Solutions Market
------------------------------------------------------------------
Leveraging its decades of experience and proven resources as a
global-leader in materials technology and innovation, Dow Corning
Electronics announced its entry into the lithographic materials
market.

The first products in Dow Corning Electronics' lithographic
solutions platform are silicon-based resins designed for use in
developing advanced, 193 nm bilayer photoresists and anti-
reflective coatings.  Dow Corning Electronics is working with
leading companies in the microlithography industry to develop
these resins, and the company's new products are currently being
beta tested at several of Dow Corning Electronics' partner
companies.

The global market for 193 nm, deep UV photoresists is projected to
grow at a rate of 85% CAGR over the period 2004-2008, according to
market research firm Gartner Dataquest.  Deep UV photoresists, of
which these resins are an integral component, will continue to
play an essential role in the semiconductor industry's ability to
produce future generations of smaller, more powerful ICs.

As a global leader at the forefront of silicon-based solutions and
technology, Dow Corning Electronics continues to create value for
its customers by offering a wide range of product choices.  The
company's decision to expand into the lithographic materials
market was aided by the fact that these materials are, and will
continue to be, key enablers in IC manufacturing.

"There are many challenges in developing 193 nm processes, which
is exactly why we have chosen this technology node as our point of
entry into the lithographic materials market," said Dr. Anil
Saxena, Dow Corning Electronics' market manager for lithography
solutions.  "The ITRS roadmap calls for new materials to enhance
193 nm lithography.  Silicon-based materials will play an
important role in producing reliable, production-worthy bilayer
photoresists and anti-reflective coatings.  Dow Corning
Electronics is committed to working with strategic technology
partners to develop new resists that will minimize recurrent
problems such as line-edge roughness, narrow line widths, and
pattern collapse."

The advantages of using resins based on silsesquioxane materials
technology, sometimes referred to as silicon-cage technology, in
bilayer photoresists include improved resolution, superior etch
resistance, lower outgassing and a larger process window compared
to non-silicon-based photoresists.  Each of these performance
parameters contributes to higher device yields, with the potential
to offer substantial cost savings to chipmakers.

"By entering this market, Dow Corning Electronics can
simultaneously broaden its scope in meeting the global
semiconductor market's needs, as well as push the frontiers of
silicon-related chemistry," said James Easton, director of
business development for Dow Corning Electronics.  "We believe
that versatility is the hallmark of silicon materials technology.
For that reason, we continually strive to develop new applications
and products that can benefit from the process flexibility and
cost-effective advantages of silicon-based solutions.  This is a
natural step for Dow Corning Electronics."

Dow Corning Electronics -- http://www.dowcorning.com/electronics/
-- a business unit of Dow Corning Corporation -- is a globally
integrated provider of materials, application technology and
services, and is focused on providing innovative technology for
all segments of the electronics industry.  Dow Corning Electronics
has development and applications centers strategically located
throughout Asia, Europe and the United States.  The centers offer
advanced resources for electronics materials and services, and are
staffed with experienced professionals who can provide technical
support to customers locally.  Dow Corning Corporation is equally
owned by The Dow Chemical Company (NYSE: DOW) and Corning
Incorporated (NYSE: GLW).  More than half of Dow Corning
Corporation's sales are outside the United States.


DURATEK INC: Delivers Summary of Stockholders Rights Plan
---------------------------------------------------------
As previously announced, on December 16, 2003, the Board of
Directors of Duratek, Inc. adopted a Stockholder Rights Plan.

In connection with the Stockholder Rights Plan, a right to
purchase one one-thousandth of a share of Series B Junior
Participating Preferred Stock of the Company was distributed for
each outstanding share of common stock of the Company and each
outstanding share of 8% Cumulative Convertible Redeemable
Preferred Stock of the Company on an as-converted basis held of
record on December 29, 2003.

On or about January 5, 2003, the Company mailed to stockholders of
record on the Record Date a Summary of the Stockholder Rights
Plan.

Duratek (S&P, BB- Corporate Credit Rating, Stable Outlook)
provides safe, secure radioactive materials disposition
and nuclear facility operations for commercial and government
customers. Its operations include radioactive material
characterization, processing, transportation, accident containment
and restoration services, and final disposition. The Department of
Energy-related contracts, which together with other federal
agencies, generate the majority of backlog and about 50% of the
company's revenues. The remaining part of the company's business
is derived from the commercial and utilities sectors. The Federal
Services and Commercial Services operations have long-term
contracts to provide engineering and technical services. The terms
of the contracts vary depending on the services required including
several with additional cost provisions and fixed fee structures.
The company capitalizes on its ability to provide a comprehensive
offering of low-level radioactive waste-related services.


DVI RECEIVABLES: Reaches Securitization Notes Settlement Pact
-------------------------------------------------------------
On December 30, 2003, DVI Financial Services Inc., as servicer,
announced that it reached an agreement in principle, to settle
outstanding issues and claims, amend certain provisions of
governing documents and transfer servicing to Lyon Financial
Services, Inc. d/b/a US Bancorp Portfolio Services, in each case
with respect to the securitization notes issued by DVI Receivables
VIII, L.L.C., DVI Receivables X, L.L.C., DVI Receivables XI,
L.L.C., DVI Receivables XII, L.L.C., DVI Receivables XIV, L.L.C.,
DVI Receivables XVI, L.L.C., DVI Receivables XVII, L.L.C., DVI
Receivables XVIII, L.L.C. and DVI Receivables XIX, L.L.C.

Parties to the agreement in principle are DVIFS, USBPS, and
representatives of certain members of the Ad Hoc Committee of
Securitization Noteholders, who agreed to certain restrictions on
trading while negotiating this settlement agreement (including the
largest holder of the notes on an aggregated basis). The
Participating Representatives and counsel for the Ad Hoc Committee
have informed DVIFS that they believe the proposed terms of the
settlement agreement represent a fair compromise of the
outstanding issues between the securitization noteholders and
DVIFS and that they will recommend approval of the settlement
agreement to the members they represent and the other members of
the Ad Hoc Committee.

DVIFS requires the consent of the Ad Hoc Committee prior to filing
a motion seeking the approval of the settlement agreement by the
U.S. Bankruptcy Court for the District of Delaware. DVIFS
considers this agreement in principle with the Participating
Representatives of the Ad Hoc Committee, including the largest
noteholder, to be an important step toward consummating a
settlement agreement; however, no assurance can be given that this
agreement in principle will lead to the consummation of the
settlement agreement.


EASTERN PAPER: Talking with Lenders to Secure Additional Funding
----------------------------------------------------------------
For the past several weeks Eastern has been negotiating with its
lenders to secure sufficient new funding to support their
operations until they are able to complete their reorganization
under Chapter 11.

While all three of Eastern's lenders have said separately that
they were willing to provide the funding, as a group, they have
been unable to agree on the terms and structure of the loan.
Therefore, on Friday, January 16th, Eastern decided temporarily to
idle its operations in Lincoln and Brewer, Maine.

Joseph H. "Pepe" Torras, Jr., made the following statement
relative to this shut-down: "The shutdown is temporary. Eastern's
mills were shut down in an orderly fashion. The boilers are
running and are providing heat to the buildings and equipment. The
mills are ready to run. No customer service or sales people have
been laid off. The company took these steps voluntarily, to ensure
a full resumption of business at the earliest possible time."

Yesterday morning, Eastern's management and lenders were scheduled
to meet with Maine Governor Baldacci and Maine's Commissioner for
Economic Development.  "In that setting," Mr. Torras said prior to
the meeting, "we anticipate that a new funding package will be
hammered out, sufficient to allow Eastern's operations to resume
immediately and for a period long enough to conclude Eastern's
Chapter 11 reorganization."


ENRON CORP: SEC Denies Application for Exemption from PUHCA
-----------------------------------------------------------
TC PipeLines, LP owns a 30% general partner interest in Northern
Border Pipeline Company.  The remaining 70% is owned by Northern
Border Partners, L.P., a publicly traded limited partnership
controlled by affiliates of Enron Corp.

On December 31st, 2003, Northern Border Pipeline filed with the
Securities and Exchange Commission a current report on Form 8-K
stating that the SEC issued an order on December 29th, 2003
denying two applications filed by Enron seeking exemption under
Section 3(a)(1), 3(a)(3) and 3(a)(5) of the Public Utility Holding
Company Act of 1935. As set forth in more detail below, Enron has
currently filed for an exemption under Section 3(a)(4) of PUHCA,
based on the temporary nature of the applicants' current or
proposed interest in Portland General Electric Company, as
described in Enron's and certain of its subsidiaries' 1chapter 11
plan.

Two of Northern Border Partners' general partners, Northern Plains
Natural Gas Company  and Pan Border Gas Company, are owned by
Enron Corp.  In addition, all of the common stock of PGE is owned
by Enron. As the owner of PGE's common stock, Enron is a holding
company for purposes of PUHCA. If Enron does not qualify for an
exemption under PUHCA it must register as a holding company and
PUHCA would impose a number of restrictions on the operations of
registered holding company systems that would affect Enron and its
subsidiaries, including Northern Plains and Pan Border.
Additionally, because of the voting interest held by Enron through
its general partner interests in Northern Border Partners,
Northern Border Partners and certain of its subsidiaries,
including Northern Border Pipeline, would also presumptively
become subsidiaries within the Enron holding company system.

On December 29, 2003, the SEC issued an order denying two
applications filed by Enron seeking exemption as a public utility
holding company under Sections 3(a)(1), 3(a)(3) and 3(a)(5) of
PUHCA. The SEC order found, relative to the application under
Section 3(a)(1), that Enron's subsidiary, PGE, is not
predominantly and substantially intrastate in character and does
not carry on business substantially in a sigle state. Relative to
the application under Sections 3(a)(3) and 3(a)(5), the SEC found
that Enron was unable to establish that it is only incidentally a
holding company and that it derives no material part of its income
from an electric utility subsidiary.

On December 31, 2003, Enron and other related entities filed an
application under Section 3(a)(4) of PUHCA. This application
claims, for each of the applicants, an exemption as a public
utility holding company based on the temporary nature of the
applicants' current or proposed interest in PGE under the chapter
11 plan filed by Enron and certain of its subsidiaries.

In its current report on Form 8-K, Northern Border Pipeline states
that under Section 3(c) of PUHCA, Northern Border Partners and its
subsidiaries, including Northern Border Pipeline, are entitled to
a temporary exemption from PUHCA until the SEC has acted on the
Section 3(a)(4) application.


ENRON: Court Clears Stipulation Granting Union Tank Admin Claim
---------------------------------------------------------------
On June 1, 1990, Enron Gas Liquids, Inc., doing business as Enron
Clean Fuels Company, as lessee, and Union Tank Car Company, as
lessor, entered into a Service Agreement pursuant to which, among
other things, Union Tank agreed to lease various rail tank cars
to Enron Gas.  The Agreement provides, inter alia, that:

   -- Enron Gas will pay Union Tank, as additional rent, mileage
      equalization charges; and

   -- Upon the expiration or earlier termination of the
      Agreement, Enron Gas will return the Tank Cars to Union
      Tank empty, clean and free of all residue and otherwise in
      the same condition that each was furnished and that Enron
      Gas would be solely responsible for the proper condition
      and cleaning of the Tank Cars.

On January 11, 2002, Enron Gas served its Notice of Rejection of
the Agreement on Union Tank.  Despite the service of the
Rejection Notice, Enron Gas did not immediately surrender all of
the Tank Cars to Union Tank, but instead continued in possession
of one or more of the Tank Cars, which were surrendered at
various times through June 2002.

Enron Gas did not make any payments to Union Tank under the
Agreement since the Petition Date.  Thus, Union Tank demanded
Enron Gas to pay $369,000 for postpetition rent, mileage charges
and cleaning costs pursuant to the Agreement.

Moreover, Union Pacific Railroad Company held one Tank Car --
UTLX 201063 -- pending payment of certain claims, including,
without limitation, claims for storage and demurrage charges.

Union Tank filed four unsecured, non-priority proofs of claim
against Enron Gas:

   (i) Claim No. 2025 for $331,283;

  (ii) Claim No. 5989 for $700,013, which amends Claim No. 2125
       by including the $368,730 postpetition charges under the
       Agreement; and

(iii) Claim Nos. 5990 and 5991, which are duplicates of Claim
       No. 5989.

Claims Nos. 5989 and 5990 had been expunged through the Debtors'
Eight Omnibus Objection to Claims.

Through good faith and arm's-length negotiations, Enron Gas and
Union Tank agree to settle all claims, issues and disputes
arising from and relating to the Claims.  In a Court-approved
Stipulation, the Parties agree that:

   (a) Claim No. 2125 is deemed expunged such that the only
       remaining Prepetition Claim that Union Tank holds against
       Enron Gas is Claim No. 5991;

   (b) Claim No. 5991 for $700,014 is deemed amended, reduced
       and allowed as an unsecured non-priority claim for
       $331,284 -- the UTC Prepetition Claim;

   (c) Union Tank will have an allowed $312,000 Administrative
       Claim against Enron Gas for postpetition charges under
       the Agreement;

   (d) Enron Gas will pay $12,000 of the Allowed Administrative
       Expense Claim to Union Tank in full and final satisfaction
       of any and all claims arising from or relating to the
       Final Car, except for claims relating to the Final Car
       that are included in the UTC Prepetition Claim;

   (e) Upon receipt of the Initial Payment, Union Tank will
       deliver a $12,000 payment to Union Pacific in exchange for
       obtaining possession of the Final Car.  Union Tank agrees
       to accept the Final Car on an "as is, where is" basis with
       no representations or warranties;

   (f) Union Tank waives any and all claims relating to the
       Final Car, except claims included in the UTC Prepetition
       Claim, against Enron Gas;

   (g) Union Tank will provide Enron Gas proof of payment to
       Union Pacific and proof of Union Pacific's release of the
       Final Car into Union Tank's possession;

   (h) The Agreement is deemed rejected by Enron Gas as of
       January 12, 2002 pursuant to Section 365 of the
       Bankruptcy Code;

   (i) The remaining $300,000 of the Allowed Administrative
       Claim will be paid:

       -- in accordance with the terms and condition of Enron
          Gas' confirmed Chapter 11 Plan; or

       -- in the event a Plan is not confirmed, the amount or
          percentage to be paid will be equal to distributions
          to other holders of allowed administrative expense
          claims;

   (j) Union Tank agrees to waive and release the Debtors from
       any and all claims in connection with the Agreement,
       except for the UTC Prepetition Claim and the prepetition
       claim amounting to $500,000 filed against Enron Energy
       Services, Inc.; and

   (k) The Debtors are deemed to have waived and released Union
       Tank from any and all claims arising from or in
       connection with the Agreement. (Enron Bankruptcy News,
       Issue No. 93; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


ENRON CORP: Files Fourth Amended Plan and Disclosure Statement
--------------------------------------------------------------
On January 4, 2004, Enron and its Creditors Committee delivered
to the Court their Fourth Amended Joint Plan of Reorganization
and Disclosure Statement to clarify certain issues, including:

   * The Litigation Trust Claims will not include or constitute
     a release of, and in fact do not release any claims or
     causes of action that Entities who are not affiliates of
     the Debtors may have against Entities that are not
     affiliates of the Debtors;

   * Intercompany Claims that are owed to ENA by various Debtors
     is about $13,500,000,000;

   * Pursuant to the Plan, if the Litigation Trust and Special
     Litigation Trusts are to be formed, then:

     (a) on or after the Effective Date, if the board of
         directors of Reorganized ENE and, unless previously
         dissolved, the Creditors' Committee determine that the
         aggregate distributions of Plan Currency and Trust
         Interests (to the extent either or both trusts are
         formed) would permit distributions to be made to
         holders of Allowed Subordinated Claims, Enron Preferred
         Equity Interests or Enron Common Equity Interests, then
         the Debtors or Reorganized Debtors, as the case may be,
         will modify the Plan to provide for the distributions
         to be made; and

     (b) within 30 days following the creation of either trust,
         the Litigation Trust Board and Special Litigation Trust
         Board, as may be applicable, will inform the applicable
         trustee of the value of the assets transferred to the
         trust;

   * If the Debtors and the Creditors Committee determine not to
     consummate the CrossCountry Transaction, CrossCountry will
     be CrossCountry Distributing Company, either in its current
     form as a limited liability company or as converted to a
     corporation in the CrossCountry Conversion;

   * Upon the joint determination of the Debtors and the
     Creditors Committee, on or after the Effective Date, but no
     later than December 31st of the calendar year in which the
     Effective Date occurs, unless the date is otherwise
     extended by the Debtors and the Creditors Committee, the
     Special Litigation Trust will be established and become
     effective for the benefit of Allowed Claims in Classes 3
     through 190;

   * Changes in the estimated recoveries of creditors; and

   * Changes in the PGE projected financial statements.

A full-text copy of the Fourth Amended Plan and Disclosure
Statement is available for free at:

     http://bankrupt.com/misc/FourthAmendedPlan.ZIP
(Enron Bankruptcy News, Issue No. 94; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENUCLEUS INC: Completes Conversion of $1.6MM in Debt into Equity
----------------------------------------------------------------
eNucleus, Inc. (OTC Bulletin Board: ENCU), announced the
conversion of over $1.6 million of the Company's current and
senior secured debt into equity. Successfully concluding the
Company's long awaited recapitalization.

Under the terms of the agreements, creditors have agreed to
release the company of $1.6 million of short and long-term
obligations for the consideration of preferred stock convertible
into common at $0.02 per share, which was commensurate with the
market price of the stock the day the Company received its final
decree.

Additionally, eNucleus will be seeking shareholder consent for a 1
for 10 reverse stock split so that the Company can be better
positioned for advancement in the financial markets.

eNucleus' CEO John Paulsen commented, "We are now operating from a
position of strength and perfectly poised to execute our
acquisition and growth strategies."

eNucleus -- http://www.eNucleus.com/-- is a next generation
application company delivering robust software solutions to
companies in specific market verticals.  The seamless and
immediate exchange of critical business information provided by
our software solutions allows our clients to run their businesses
with maximum efficiency and profitability.

                          *   *   *

As previously reported, the Company's continued existence is
dependent on its ability to achieve future profitable operations
and its ability to obtain financial support. The satisfaction of
the Company's cash requirements hereafter will depend in large
part on its ability to successfully generate revenues from
operations and raise capital to fund operations. There can,
however, be no assurance that sufficient cash will be generated
from operations or that unanticipated events requiring the
expenditure of funds within its existing operations will not
occur. Management is aggressively pursuing additional sources of
funds, the form of which will vary depending upon prevailing
market and other conditions and may include high-yield financing
vehicles, short or long-term borrowings or the issuance of equity
securities. There can be no assurances that management's efforts
in these regards will be successful. Under any of these scenarios,
management believes that the Company's common stock would likely
be subject to substantial dilution to existing shareholders. The
uncertainty related to these matters and the Company's bankruptcy
status raise substantial doubt about its ability to continue as a
going concern.

Management believes that, despite the financial hurdles and
funding uncertainties going forward, it has under development a
business plan that, if successfully funded and executed, can
significantly improve operating results. The support of the
Company's creditors, vendors, customers, lenders, stockholders and
employees will continue to be key to the Company's future success.


FLEMING: Court Approves Watson Wyatt's Engagement as Actuary
------------------------------------------------------------
The Fleming Debtors obtained permission fro the U.S. Bankruptcy
Court to employ Watson Wyatt Worldwide to provide actuarial
services, nunc pro tunc to October 20, 2003.

Watson Wyatt will assist the Debtors in the:

       (a) preparation of pension plan minimum funding
           projections;

       (b) preparation of plan termination liability reports;

       (c) preparation of affidavits in support of the Fleming
           Pension Plans Motion;

       (d) performance of services in connection with appearance
           as an expert witness in connection with the Fleming
           Pension Plans Motion, if necessary; and

       (e) performance of other actuarial services deemed by the
           the Debtors and Watson Wyatt to be necessary and
           required in connection with the Fleming Pension Plans
           Motion.

Watson Wyatt's customary hourly rates, subject to periodic
adjustments, are:

             Senior Actuary            $430 - 605
             Mid-level Actuary          300 - 430
             Junior Actuary/Analyst     150 - 300
             Administrative Support     100 - 150

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)


GUILFORD MILLS: Sells Stake in American Textil to Textiles Zana
---------------------------------------------------------------
Until the first quarter of the 2004 fiscal year, Guilford Mills,
Inc., maintained Automotive and Apparel segment operations in
Mexico City, Mexico through certain majority owned Mexican
subsidiaries.

On December 18, 2003, the Company sold all of its capital stock in
the American Textil Group to Textiles Zana, S.A. de C.V., a
company controlled by Gabriel Nabielsky, the general manager of
the American Textil Group, and by Dr. Jacobo Zaidenweber who had
been a minority stockholder of a certain American Textil Group
company.

The terms of the transaction were determined through extensive
arms-length negotiations among the parties. The consideration for
the sale of the American Textil Group capital stock consisted of
the execution and delivery of certain agreements among the
parties, including supply and non-competition agreements, and the
release by the Principals of certain claims each had against the
Company, including a release (i) by the Minority Stockholder of a
claim against the Company arising from his fiscal 2003 exercise of
a put right relating to his previously held minority interest in a
predecessor to one of the American Textil Group companies and (ii)
by the General Manager of claims to certain benefits under Company
sponsored employee benefit plans. As part of the American Textil
Group sale, the Company purchased from an American Textil Group
company certain Automotive segment accounts receivable, with full
recourse against the American Textil Group, and certain Automotive
segment inventory.

Simultaneously with the closing of the sale of the American Textil
Group, the Company entered into a supply agreement with the
American Textil Group, pursuant to which (i) the Company or one of
its subsidiaries will become the vendor of record for virtually
all Mexican automotive segment programs which the American Textil
Group had supplied prior to the sale of the American Textil Group
and (ii) an American Textil Group company will supply the Company
or one of its subsidiaries with certain fabrics to service such
programs. Also in connection with the closing of the sale of the
American Textil Group, the parties entered into a non-competition
agreement pursuant to which the American Textil Group, AT
Acquisition and the Principals, on the one hand, and the Company,
on the other hand, agreed to refrain from competing with one
another in certain Apparel markets for a period of up to two
years; the non-competition agreement also prohibits the American
Textil Group, AT Acquisition and the Principals from competing
with the Company in the Automotive segment anywhere in the world
for at least a one year period.

Guilford Mills filed for Chapter 11 protection on March 13, 2002
in U.S. Bankruptcy Court for the Southern District of New York
(Manhattan). It emerged from bankruptcy proceedings in October
2002.


H TRANS CORPORATION: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: H Trans Corporation
        dba Fu-Kim
        2615 Fannin, Box 3
        Houston, Texas 77002

Bankruptcy Case No.: 04-30582

Type of Business: The Debtor owns real estate consisting of
                  Approximately 1-1/2 blocks of land located at
                  the 2600 block of Fannin Street in Downtown
                  Houston.  On a portion of the land, The Debtor
                  operates Fu-Kim Restaurant.

Chapter 11 Petition Date: January 6, 2004

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Preston T. Towber, Esq.
                  Goforth Lewis & Williams
                  1111 Bagby 22nd Floor
                  Houston, TX 77002
                  Tel: 713-650-0022
                  Fax: 713-650-3301

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

Entity                              Claim Amount
------                              ------------
Reliant Energy                            $5,516


HARNISCHFEGER: Joy Global Officers & Directors Trade Shares
-----------------------------------------------------------
Since December 26, 2003, Joy Global, formerly known as
Harnischfeger Industries Inc., senior officers have exercised
stock options and trading in Joy Global's shares to substantial
profit.

Michael S. Olsen, Controller, reports that, in a single day and
through exercise of stock options, he bought 23,336 shares of
common stock at prices ranging from $13.76 a share to $17.49, and
sold 21,336 shares at prices ranging from $25.33 to $25.48.

Donald C. Roof, Executive Vice President and Chief Financial
Officer, through exercise of stock options, acquired 48,223 shares
at a price of $13.76 per share.  Mr. Roof then sold a total of
49,334 shares at prices ranging from $26.47 to $26.36.  Mr. Roof
also bought 24,167 shares at $17.49 and sold 25,167 shares at
prices ranging from $26.36 to $26.28.  Mr. Roof further bought
24,167 shares at $16.09, and sold those same shares at prices
ranging from $26.28 to $26.24.  Mr. Roof also acquired 16,667
shares at $10.38 per share and sold 2,667 of those shares at
$26.24 per share.  Mr. Roof's spouse bought and sold 5,000 shares.
The price was not specified.

James A. Chokey, Officer for EVP Law and Environmental Affairs,
acquired 10,000 shares at $10.38 per share through the exercise of
his stock options, and immediately sold 7,600 shares at prices
ranging from $26.48 to $26.42.  Mr. Chokey also exercised an
option for 20,000 shares at $13.76, and sold 19,500 of those
shares at prices ranging from $27 to $27.06.

Mark E. Readinger, Executive Vice President, exercised a stock
option for 33,334 shares at $10.87 per share and, immediately,
sold 25,100 of those shares at $27.01.

Michael W. Sutherlin, Executive Vice President, exercised an
option for 40,000 shares of Joy Global's stock at $11.88 per
share, and sold 28,100 shares for prices ranging from $26.84 to
$26.50.

Dennis R. Winkleman, another Executive Vice President, exercised
his stock option for 20,000 shares at $13.76 per share, and sold
those shares at prices ranging from $26.47 to $26.43.  He then
exercised a second option for 10,000 shares at $10.38 and sold
8,000 of those shares for prices ranging from $26.43 to $26.41.

John Nils Hanson, Joy Global Chairman, CEO and President,
exercised options for 88,334 shares at $16.09, and sold 87,634 of
those shares at prices ranging from $26.94 to $26.90.  Mr. Hanson
exercised a second option for 40,000 shares at $10.38, and sold
10,000 of those shares at prices ranging from $26.99 to $26.97.
(Harnischfeger Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HOLLINGER: Board Elects to Suspend Preferred Dividend Payment
-------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) announced that,
after careful deliberation, Hollinger's Board of Directors elected
not to declare a quarterly cash dividend on its Series III
preference shares which would have been payable on February 6,
2004.

The Board of Directors concluded that Hollinger could not satisfy
the liquidity requirement under applicable law in respect of the
payment of such dividend. Dividends not declared on the Series III
preference shares in accordance with the terms thereof are added
to the retraction, redemption and liquidation entitlement of such
shares.

Hollinger further announced that Gordon W. Walker, QC has been
appointed as a director of Hollinger. Mr. Walker will also serve
as a member of Hollinger's Audit Committee.

Mr. Walker has had a distinguished career in politics at the
municipal and provincial levels. He served as city councillor in
London, Ontario for five years and as a Member of the Provincial
Parliament of Ontario for twelve years until 1985 during which
time he was, among other things, Provincial Secretary for
Justice, Minister of Consumer and Commercial Relations and
Minister of Industry and Trade. After leaving politics, Mr.
Walker was counsel to law firms Miller Thomson and Holden Day
Wilson and served as Canadian Commissioner to the International
Joint Commission. Mr. Walker is currently the principal of Walker
Consulting Inc. and a partner of First Canadian Property
Investments Limited. Mr. Walker has been a member of the Board of
Directors of numerous companies and currently is a director of
Cygnal Technologies Inc.

Hollinger further announced that Hollinger's Board of Directors
was advised by its Chairman, Lord Black, that he and Hollinger's
controlling shareholder, The Ravelston Corporation Limited, had
entered into an agreement with Press Holdings International
Limited pursuant to which he and Ravelston have agreed to tender,
or cause to be tendered, the shares of Hollinger which they own
directly or indirectly into a take-over bid to be made by PHIL for
all of the issued and outstanding shares of every class of
Hollinger.

Hollinger's principal asset is its approximately 72.6% voting and
30.3% equity interest in Hollinger International, Inc. 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.

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


HOLLINGER: Argus & Ravelston Take Action to Protect Tender Offer
----------------------------------------------------------------
Argus Corporation Limited (TSX: AR.PR.A, AR.PR.D, AR.PR.B) and
Ravelston Corporation Limited initiated a Notice of Action in the
Superior Court of Justice in Ontario to protect their agreement
with Press Holdings International Limited to tender their shares
of Hollinger Inc. (TSX: LLGC, HLG.PR.B, HLG.PR.C) to a take-over
bid to be made to all shareholders of Hollinger Inc.

The Notice of Action seeks a declaration from the Court that the
agreement is effective, valid and binding.

Argus and Ravelston also are seeking injunctions to prevent
Hollinger International Inc., (NYSE: HLR), Graham W. Savage,
Gordon A. Paris, Raymond G.H. Seitz, Richard R. Burt, James R.
Thompson and Richard Breeden from interfering with the
continuation and completion of the take-over bid.

Lord Black, Chairman and CEO of Argus and Ravelston said, "The
offer by Press Holdings International will provide substantial
value to all shareholders of Hollinger Inc. as well as benefiting
Hollinger International by allowing the company's fine media
properties to move forward without further distractions or
financial uncertainty. As a result, we are taking appropriate
legal action to prevent any interference whatsoever with the
completion of this transaction."

"As outlined in my letter to the Hollinger International Board
yesterday, I offered Mr. Paris and Mr. Breeden the opportunity
for Hollinger International to match, with a purchase through
preferred shares, any bona fide offer for control of Hollinger
Inc. They, however, declined that offer," Lord Black said.

"My letter to the Board also detailed some of the evidence my
attorneys have uncovered, including certain Board committee
minutes and other documents, which clearly contradict
representations made to me in November regarding the approval of
non-compete payments made to me. Since I relied on those
representations in agreeing to the November 15 restructuring
proposal, therefore that proposal clearly was never valid," Lord
Black added.

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.

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


INT'L BIOCHEM: Case Summary and 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: International BioChemical Industries, Inc.
        8725 Roswell Road Suite O, #304
        Atlanta, Georgia 30350

Bankruptcy Case No.: 04-31024

Type of Business: The Debtor makes concentrated antimicrobial
                  products intended for industrial, consumer
                  (through licensing), medical-device, and
                  institutional markets. Its non-toxic products
                  are designed to provide long-term protection
                  from more than 100 viral, bacteria, fungi, and
                  yeast organisms.

Chapter 11 Petition Date: January 17, 2004

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Jesse Blanco Jr., Esq.
                  Attorney at Law
                  P.O. Box 680875
                  San Antonio, Texas 78268
                  210-509-6925

Total Assets: $114,500

Total Debts:  $18,465,934

Debtor's 20 Largest Unsecured Creditors:

Entity                       Nature Of Claim        Claim Amount
------                       ---------------        ------------
Wilson LLC                   Convertible Securities   $7,931,840
South Ridge Capital Mgt.
90 Grove St.
Ridgefield, CT 06877

Jackson LLC                  Convertible Securities   $4,100,460
South Ridge Capital Mgt.
90 Grove St.
Ridgefield, CT 06877

Jamestown Management/        Business Services or     $1,654,000
Cologne Investors            Goods
2 Paces West Ste 1600
2727 Paces Ferry Rd
Atlanta, GA 30339

Jackson LLC                  Security Interest        $1,000,016
90 Grove St.
Ridgefield, CT 06877

Timothy Moses                Business Services or       $557,000
405 N. Errol Ct.             Goods
Atlanta, GA 30327

Simms Moss Kline and Davis   Business Services or       $500,000
400 N Park Town Ctr Ste 313  Goods
1000 Abernathy Rd.
Atlanta, GA 30328

Jackson LLC                  Security Interest          $500,000
90 Grove St
Ridgefield, CT 06877

Jacques Elfersey             Judgment                   $354,000
c/o Jeffrey R. Nickerson
515 The Chandler Bldg 127,
Peachtree NE
Atlanta, GA

Timothy Moses                Security Interest          $300,000
405 Errol Ct.
Atlanta, GA 30327

Duke Weeks Construction      Business Services or       $167,000
                             Goods

Inter-tel Leasing, Inc.      Judgment                   $140,000

Higgin Industries Inc.       Business Services or       $110,000
                             Goods

Feldman Sherb & Co, PC       Business Services or        $84,000
                             Goods

Travelers Property &         Business Services or        $80,000
Casualty Co., Inc.           Goods

Jamestown Management/        Business Services or        $66,391
Cologne Investors            Goods

Gary B Wolff P C             Business Services or        $66,153
                             Goods

SciReg Inc.                  Business Services or        $65,611
                             Goods

Adams Technologies Systems   Business Services or        $56,074
                             Goods

Consolidated Freightways     Business Services or        $53,000
                             Goods

Nasdaq                       Business Services or        $48,345
                             Goods


IT GROUP: Settles Dispute over Services Pact with NHC Corp.
-----------------------------------------------------------
To settle their dispute over IT Corporation Master Services
Agreement, the IT Group Debtors and NHC Corporation engaged in
arm's-length, good faith negotiations, resulting an agreement.

Pursuant to a Court-approved stipulation, the parties agree that:

   (a) The Debtors will turn over all Documents to NCH;

   (b) At a time mutually agreeable to NCH and the Debtors,
       after January 10, 2004 -- Turnover Date -- NCH may
       remove the Documents from the Debtors' custody and
       control, at NCH's sole expense.  NCH is not responsible
       for any costs or expenses for the storage and protection
       of the Documents before the Turnover Date;

   (c) During the period before the Turnover Date, the Debtors
       may review and inspect documents in their custody and
       control, remove documents that do not qualify as
       Documents, and make a copy of the Documents they seek to
       retain.  However, the Debtors must create and deliver, on
       the Turnover Date, a privilege log identifying all
       Documents they have removed, if any.  If the Debtors do
       not withhold any Documents, then they or their counsel may
       certify that in a letter, in lieu of a privilege log;

   (d) NCH will not assert against the Debtors a waiver of any
       privilege the Debtors hold, or duty of confidentiality,
       should the Debtors inadvertently turn over a Document
       subject to a privilege.  Nothing will affect, or be
       construed to limit NCH's right to challenge any asserted
       privilege;

   (e) The Debtors will not assert against NCH a waiver of
       any privilege NCH holds, or duty of confidentiality as to
       any Documents NCH retains.  Nothing will affect or be
       construed to limit the Debtors' right to challenge any
       asserted privilege.  The Debtors acknowledge that they
       have a continuing obligation of confidentiality regarding
       any Documents they retain.  The Official Committee of
       Unsecured Creditors is entitled to review any Documents.
       The Debtors will provide NCH at least five days' written
       notice of the review;

   (f) The Debtors may have access to the Documents, to inspect
       and copy them where they are stored, at the Debtors' sole
       expense, including all reasonable incidental costs, for
       purposes of any then pending litigation or legal
       proceeding, including the Debtors' bankruptcy cases,
       during normal business hours and upon seven days written
       notice to NCH;

   (g) Each has a continuing obligation of confidentiality
       regarding the Documents.  All Documents are confidential;

   (h) To provide written notice to the other party, by
       facsimile, of any informal or formal request they receive
       from a third party to inspect or copy Documents within
       five days of the request.  NCH will not be required to
       provide the Debtors notice, when:

       -- The Source Group or Wactor & Wick request access to
          the Documents; and

       -- a third party performing services for NCH in relation
          to a Site located in Sunnyvale, California, requests
          access to the Documents.

       To the extent the request is informal, the party receiving
       the request will refrain from producing any Documents for
       seven days, during which time the other party may attempt
       to negotiate any issue relating to the requested
       production with the third party.  If the party and the
       third party are unable to reach an agreement, the party
       receiving the request will not produce any Documents
       pursuant to the informal request, and will require the
       third party to issue formal discovery and will provide
       the other party with prompt notice.

       To the extent any formal request is made, whether or not
       in connection with an informal request, the party
       receiving the request will refrain from producing or
       making available the requested documents, if and to the
       extent, the action is consistent with that party's
       interpretation of its obligations under any applicable
       law.  These obligations also apply to any copy of the
       Documents;

   (i) NCH will retain the Documents turned over by the
       Debtors for a period of at least three years;

   (j) NCH waives any right to seek a request for payment
       of administrative expenses from the Debtors or their
       estates, including any request for attorneys' fees under
       the Agreement; and

   (k) NCH's Claim is deemed withdrawn on the Turnover Date,
       provided that NCH reserves its right to assert a new claim
       against the Debtors should the Documents not be turned
       over and the Debtors will not object to the timeliness of
       the New Claim.

                         *     *     *

                         Backgrounder

Pursuant to the IT Corporation Master Services Agreement between
NCH Corporation and the Debtors dated April 20, 1992, the IT Group
Debtors provided environmental management services to NCH at
specified locations.

The Master Services Agreement was to be in effect for one
calendar year and would thereupon continue from year to year.
Either party could terminate the Master Services Agreement at any
time, with or without cause, upon 30 days' prior written notice
to the other.

The Master Services Agreement also provides that "[u]pon [NCH's]
request, any reports, drawings, plans, or other documentation (or
copies thereof) furnished to IT by [NCH] shall be returned upon
completion of the Services.  IT may retain one (1) copy of any
documents prepared by or furnished to IT in the performance of
the Services."  NCH is entitled to the return of all documents
provided by NCH to the Debtors as well as all documents generated
by the Debtors in the course and scope of the performance of the
services under the Master Services Agreement.

By letter dated August 30, 2000, NCH provided written notice of
termination of the Master Services Agreement.  NCH also asked the
Debtors to "coordinate with the representative of The Source
Group for the transfer of all Project Documents -- charts, maps,
designs, drawing, blue-prints, schedules, chain-of-custody
documents, photographs, data, models and any other material
regardless of the format, like electronic or hard copies, used to
maintain the material."  However, the Debtors refused to comply
with its contractual obligations.

On July 10, 2002, NCH filed a proof of claim relating to the
retention of the Project Documents.

Accordingly, NCH asked Judge Walrath to compel the Debtors to
comply with its obligations under the Master Services Agreement
by delivering to NCH all of the Project Documents and awarding
reasonable attorneys' fees.

Richard H. Cross, Jr., Esq., at Cross & Associates, LLC, in
Wilmington, Delaware, argued that NCH is entitled to:

A. An order compelling the Debtors to comply with the terms of
   the Master Services Agreement.

   The Debtors have already been notified that the Master
   Services Agreement has been terminated and NCH has notified
   the Debtors of its request for the return of the Project
   Documents.  Given the Debtors' failure to perform, NCH is
   entitled to an order compelling the Debtors to return the
   Project Documents.

B. A constructive trust over the documents and an order
   requiring they be returned.

   A constructive trust over the property of a debtor is
   appropriate when:

   (a) it is shown that sufficient wrongdoing by the debtor in
       acquiring the property or a fiduciary relationship exists
       between the party and the debtor; and

   (b) the wrongfully held property is able to be traced.

   If both requirements are met, a constructive trust will be
   imposed, the property will be excluded from the estate under
   Section 541(d) of the Bankruptcy Code, and the property
   will be turned over to the claimant.

   Mr. Cross points out that the Debtors are wrongfully
   withholding the Project Documents, which are property of NCH
   to be returned upon completion of the services.  Furthermore,
   all of the Project Documents can be traced back to NCH.

C. Reasonable attorneys' fees and expenses for enforcement of
   the Master Services Agreement.

   The Master Services Agreement provides that the prevailing
   party will be entitled to recover its reasonable legal fees,
   costs, and expenses, to the maximum extent permitted by law,
   in bringing and maintaining the action, if an action is
   successful:

   -- alleging breach of the Agreement;

   -- to construe or enforce the terms and conditions of the
      Agreement, including non-payment of invoices; or

   -- to enjoin the other party from violating any term or
      condition of the Agreement.

   The Debtors breached the Master Services Agreement.

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)


ITS NETWORKS: Closes EUR 2.9 Million Financing Transaction
----------------------------------------------------------
ITS Networks, Inc. (OTCBB:ITST) closed its financing round for 2.9
Million Euros with a Dutch Investor Group headed by Hendrik van
Elst.

ITS Networks, Inc. President, Gustavo Gomez states, "We are
pleased to announce that we have successfully negotiated the entry
of a new investor which will invest 2.9 Million Euros. Under the
terms of the agreement the company will receive 2.9 million euros
by the end of January 2004 in exchange for restricted common
stock. This investor has committed to ensuring the viability of
the new business plan and of the company for the following years.
This year 2004 marks the start of a promising new era at ITS
Networks with the incorporation of this new shareholder."

Herman de Haas, Vice President of ITS Networks and CEO of
Teleconnect, continues "As we anticipated, the arrival of these
funds will enable the Company to affront our last existing
financial obligations and will be used to create a healthy balance
sheet, for working capital to increase network capacity as well as
for marketing and to help to facilitate potential acquisitions.
Teleconnect has recently been restructured in the prior year 2003
from an organizational, legal and financial point; the company on
a go forward basis for the year 2004 will now be able to ascertain
all of their goals. In addition the new funding will allow us to
become one of the Top 3 prepaid telecom operators in Spain
providing EBIT positive result in 2004."

ITS Networks, Inc. through its wholly owned subsidiary Teleconnect
Comunicaciones S.A., a Spanish telecommunications company, is a
major player in the prepaid telecoms industry in Spain. ITS
Networks, Inc. is quoted on a U.S. stock exchange. ITS Networks
provides commercial and residential users in Spain with a very
competitive array of prepaid services. Visit
http://www.teleconnect.es/for more information.

ITS Networks' June 30, 2003 balance sheet shows a working capital
deficit of about $6.4 million and a total shareholders' equity
deficit of about $5.8 million.


KAISER ALUMINUM: Wins Clearance for Reliance Release Agreement
--------------------------------------------------------------
The Kaiser Aluminum Debtors obtained the U.S. Bankruptcy Court's
approval of a release and indemnity agreement with Reliance
Insurance Company pursuant to which Reliance will release a
$2,000,000 letter of credit.

Judge Fitzgerald also lifts the automatic stay, to the extent
necessary, to permit the Debtors and Reliance Insurance Company
to effectuate the release of the $2,000,000 letter of credit.

The principal terms of the Release are:

   (a) Reliance will release the Letter of Credit to the Debtors
       without further delay and will take all steps necessary to
       effectuate the release;

   (b) The Debtors will indemnify and hold harmless Reliance from
       and against all liabilities under:

       -- the operation or existence of the Policies;

       -- the payment, adjustment, settlement or denial of claims
          under the Policies; and

       -- any breach of any conditions, terms, provisions or
          endorsements of the Policies; and

   (c) No failure or delay on the part of Reliance or the Debtors
       in exercising any right, power or remedy under the terms
       of the Release will operate as a waiver of the Release,
       nor will any single or partial exercise of any right
       preclude any other.  Any waiver of any provision of the
       Release, and any consent to any departure by Reliance or
       the Debtors from the terms of any provisions of the
       Release, will be effective only in the specific instance,
       and will be valid for the specific given purpose.

                         Backgrounder

Before the Petition Date, the Debtors contracted with Reliance,
an insurance company formed under the laws of the Commonwealth of
Pennsylvania, for the insurance of various retrospective premium
and deductible reimbursement, claims-based insurance policies
primarily providing them with environmental liability protection.
To secure their liability under two of the Policies and any
subsequent extensions or renewals, in respect of either
retrospective premium rating or payments within the policy
deductible, the Debtors issued collateral to Reliance in the form
of a letter of credit.  The Letter of Credit was originally
issued in 1994 for $3,000,000 and has been amended several times
both as to term and amount.  The Letter of Credit, which was
renewed under the Debtors' postpetition credit facility, has a
$2,000,000 current balance and expires on March 31, 2004.

In May 2001, Reliance was placed into rehabilitation upon a
Petition for Rehabilitation filed by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  On October 3, 2001, the
Commonwealth Court of Pennsylvania declared Reliance insolvent
and ordered the company into liquidation.  The liquidation is
proceeding under the law of Pennsylvania with the Commissioner
appointed as liquidator and a collateral committee overseeing the
collection and control of collateral securing policies issued by
Reliance.

The Debtors established that the policies, for which the Letters
of Credit had originally been issued, have either expired or been
cancelled.  Accordingly, the Debtors initiated communications
with Reliance to obtain the release of the Letter of Credit.
However, initial negotiations related to the release of the
Letter of Credit resulted in an impasse.  In June 2003, Reliance
offered to release the Letter of Credit in exchange for the
Debtors' release and indemnification of Reliance from obligation
and liabilities under the Policies.

Following a comprehensive review, the Debtors confirmed that the
release of Reliance from obligations under the Policies would
have no effect on them because the Policies are each claim-based
policies for which coverage has lapsed or expired.  Furthermore,
the Debtors determined that no open claims existed under the
Policies and that no claims could be brought under the Policies.
Although the Debtors have in place with Reliance certain
occurrence-based coverage related to their commercial umbrella
liability coverage for the period of October 1997 through October
2000, the Release will not affect that coverage.  Accordingly,
the Debtors agreed to enter into the Release.

The Debtors and Reliance have agreed in principle to enter into
the Release.

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 CORP: Asks Court to Expunge $360-Mill. in Satisfied Claims
----------------------------------------------------------------
Many Claimants filed claims that were later settled by the
Kmart Corporation Debtors.

There are 20 Satisfied Claims aggregating $360,554,765.  Because
the Satisfied Claims have already been settled, the Debtors want
them expunged and disallowed:

          Type of Claims                  Claim Amount
          --------------                  ------------
          Secured                          $39,277,254
          Administrative                     5,518,967
          Priority                          59,818,103
          Unsecured                        255,940,441
(Kmart Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LAIDLAW INC: Provides Details of Stock Awards and Options
---------------------------------------------------------
Pursuant to Laidlaw International Inc.'s 2003 Equity and
Performance Incentive Plan, in the first quarter of fiscal 2004,
Laidlaw issued stock-based compensation to various employees and
non-employee directors.  These grants to employees represent the
long-term incentive portion of Laidlaw's overall compensation
plan for management.  Due to the size and timing of the
issuances, Douglas A. Carty, Senior Vice-President and Chief
Financial Officer of Laidlaw, relates that the impact on
Laidlaw's consolidated financial statements is immaterial in the
first quarter.  A summary of stock based compensation issued in
the quarter shows:

A. Stock options

   On September 10, 2003, Laidlaw issued 57,375 non-qualified
   stock options to non-employee directors with a strike price of
   $10.33 per share, which was equal to the fair market value of
   Laidlaw's stock at the date of grant.  The stock options have
   a 10-year life and vest ratably over three years.

B. Stock options and tandem stock appreciation rights

   On November 24, 2003, Laidlaw issued 352,000 non-qualified
   stock options to key management employees with a strike price
   of $13.00 per share, which was equal to the fair market value
   of Laidlaw's stock, at the date of grant.  The stock options
   have a 10-year life and vest ratably over three years.

   In tandem with the stock option grant, each participant
   received a stock appreciation right, which allows the
   participant to receive, upon exercise of the right, the
   difference between the option strike price and fair market
   value of Laidlaw's stock, on the exercise date.  Laidlaw can
   choose whether to deliver Laidlaw common stock or cash to the
   participant upon exercise of the stock appreciation right.
   Any exercise of a tandem stock appreciation right will
   automatically cancel the underlying stock option and any
   exercise of the stock option will automatically cancel the
   tandem stock appreciation right.

C. Restricted Shares

   On September 10, 2003, Laidlaw issued 28,688 shares of
   restricted common stock to non-employee directors, which vest
   at the end of a three-year period.  During the vesting period,
   the participant has the rights of a shareholder in terms of
   voting and dividend rights but is restricted from transferring
   the shares.

D. Deferred Shares

   On November 24, 2003, Laidlaw issued 672,000 deferred shares
   to key management employees that vest ratably over a four-year
   period.  On each vesting date, the employee will receive
   Laidlaw common stock equal in number to the deferred shares
   that have vested.  On the delivery of the Laidlaw common
   stock, an equal number of deferred shares are terminated.  The
   participant has no voting rights with the deferred shares.
   (Laidlaw Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
   Service, Inc., 215/945-7000)


LAND O'LAKES: Will Hold Fourth-Quarter Conference Call on Feb. 2
----------------------------------------------------------------
Land O'Lakes, Inc., scheduled its fourth-quarter and year-end
earnings call for investors.  The call will begin at 1:00 p.m.
Eastern Standard Time on Monday, February 2, 2004.

The call will be preceded by an earnings release that morning.
Presentation materials related to the call will be made available
on Monday morning at Land O'Lakes web site at
http://www.landolakesinc.com/ under the heading "Our Company,"
then "Investor Call" and will be available through February 16,
2004.  The conference call will be led by Land O'Lakes Senior Vice
President and Chief Financial Officer Dan Knutson.

The dial-in numbers are:

        USA - 1-877-546-1565
        International - 1-773-756-4602
        Passcode:  "Land O'Lakes"

A replay of the conference call will be available through
February 16, 2004, at:

        USA - 1-888-568-0896
        International - 1-402-998-1574
        The replay access ID is: 3824

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 reported in Troubled Company Reporter's Tuesday Edition, 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.

                       *     *     *

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.


LES BOUTIQUES: Appoints Pierre Marchesseault to Company's Board
---------------------------------------------------------------
Les Boutiques San Francisco Incorporees (TSX:SF) appointed Mr.
Pierre Marchesseault as a member of the Corporation's Board of
Directors.

A graduate of HEC Montreal, the Universite de Montreal's school of
business, Mr. Marchesseault has been an active member of the
business community in Quebec and elsewhere in North America for
more than 20 years. He is president of his own firm, iMedias Web
Design, Inc.

Les Boutiques San Francisco Incorporees is presently proceeding
with the restructuring of its activities under the Companies'
Creditors Arrangement Act.


MIRANT CORP: U.S. Trustee Amends Equity Committee Membership
------------------------------------------------------------
Pursuant to Section 1102(a) of the Bankruptcy Code, the U.S.
Trustee for Region 17, William T. Neary, amends the membership of
the Official Committee of Equity Security Holders of the Mirant
Debtors to show that Smith Management LLC and Michael Sammons are
no longer part of the Equity Committee:

   (1) Joann McNiff
       Phaeton International/Phoenix Partners
       33 S. Franklin Avenue
       Bergenfield, NJ 07621
       (201) 385-2933
       Fax: (201) 385-2933
       jmcniff@optonline.net

   (2) Morris Weiss
       John Gorman
       Tejas Securities Group, Inc.
       112 E. Pecan, Suite 1510
       San Antonio, Texas 78205
       (210) 226-1555
       Fax: (210) 226-7571
       mdweiss@tejassec.com

   (3) Dana Messina
       Aria Partners
       11100 Santa Monica Blvd., Suite 825
       Los Angeles, CA 90025
       (310) 445-6511
       Fax: (310) 445-6522
       dmessina@ariapartners.com

   (4) Roger B. Smith
       301 Kemp Road
       Suwanee, GA 30024-1607
       (700) 418-1818
       Fax: (404) 842-4523
       rbsmith@bear.com

   (5) L. Matt Wilson
       950 E. Paces Ferry Road, Suite 3250
       Atlanta, GA 30326
       (404) 364-2240
       Fax: (404) 266-7459
       Matt@wiHaw.com

   (6) Andres Forero
       705 E, 43rd Street
       Austin, TX 78751
       (512) 380-7057
       Fax: (512) 380-7057
       aforero@mail.utexas.edu

   (7) Michael Willingham
       9202 Meaux Drive
       Houston, TX 77031
       (713) 270-8740
       Fax: (866) 876-5362
       mwillingham1@yahoo.com
(Mirant Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NATIONAL CENTURY: Files 4th Amended Plan & Disclosure Statement
---------------------------------------------------------------
National Century Financial Enterprises, Inc. and its debtor
subsidiaries presented to the Court their Fourth Amended Joint
Plan of Liquidation and Disclosure Statement on January 13, 2004.

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

A. Treatment of Claims and Interests

   The estimated aggregate amount of Claims in each Class is
   modified to reflect these amounts:

   Class  Description                Status     Amount of Claims
   -----  -----------                ------     ----------------
   N/A    Administrative Claims      Unimpaired               --

   N/A    Priority Claims            Unimpaired               --

   C-1    Secured Bank Loan Claims   Unimpaired               --

   C-2A   NPF VI Class A Noteholder  Impaired       $121,505,370
          Secured Claims Against
          NPF VI

   C-2B   NPF VI Class B Noteholder  Impaired         17,037,070
          Claims Against NPF VI

   C-3A   NPF XII Class A Noteholder Impaired        243,359,249
          Secured Claims Against
          NPF XII

   C-3B   NPF XII Class B Noteholder Impaired         73,000,000
          Claims Against NPF XII

   C-4    Other Secured Claims       Unimpaired        1,000,000

   C-5    Unsecured Priority Claims  Unimpaired           15,000

   C-6    General Unsecured Claims   Impaired      2,644,623,864

   C-7    Convenience Claims         Impaired          4,000,000

   C-8    Intercompany Claims        Impaired                N/A

   C-9    Penalty Claims             Impaired                 --

   E-1     Old Stock Interests       Impaired                 --

   With respect to Class C-1 Claims, the aggregate amount of the
   Bank Loan Claims is estimated to be $19,300,000.  However, the
   amount of Bank Loan Claims that are Secured Claims has not
   been determined by the Debtors.

   With respect to Class C-2B and C-3B Claims, to implement the
   subordination provisions of the NPF VI Indenture and the terms
   of the Intercompany Settlement Agreement, property that
   otherwise would be distributed to holders of Allowed Claims in
   Class C-2B and C-3B will be distributed to NPF VI Class A
   Noteholders and NPF XII Class A Noteholders.

B. Special Provisions Regarding Fee and Expense Claims of MetLife
   and Lloyds

   In full satisfaction of the Claims of MetLife and Lloyds for
   the reasonable fees and expenses incurred by the entities,
   including reasonable attorneys' fees, MetLife and Lloyds will
   receive from the Debtors or the VI/XII Collateral Trust on the
   Effective Date cash in the amount, not to exceed $400,000, as
   is agreed by the Debtors and the Subcommittees.

C. Amended Intercompany Settlement

   Under the Fourth Amended Plan, certain provisions of the
   Amended Intercompany Settlement between NPF XII and NPF VI are
   modified:

   (1) NPF VI Additional Cash Transfer

       The source of the Additional Cash Transfer will not be any
       of the NPF VI Reserve Accounts or the Medshares Escrow
       Funds.  To the extent that there are no available sources
       of the Additional Cash Transfer as of the Effective Date
       of the Plan, the Additional Cash Transfer will be paid
       from the holdback for funding the VI/XII Collateral Trust,
       in which event the VI/XII Collateral Trust subsequently
       will be reimbursed for the use of the holdback on a first
       priority basis from funds that otherwise would be
       available for distribution to the holders of NPF VI Notes
       from the VI/XII Collateral Trust.

   (2) Distribution to Holders of NPF VI Notes

       On the Effective Date, the holders of NPF VI Notes will
       receive a Pro Rata distribution of an amount equal to the
       sum of:

          * the amount of the funds in the NPF VI Restricted SPV
            Accounts as of September 15, 2003, and interest and
            income accrued thereon through the Effective Date;
            plus

          * the amount of the ING Payment; plus

          * the amount of the proceeds of the Medshares Escrow
            Funds; minus

          * the amount of the NPF VI Cash Transfer; minus

          * the amount of the Additional Cash Transfer, to the
            extent that the source of the transfer is the
            September 15 NPF VI Funds, the ING Payment or the
            Medshares Escrow Funds; minus

          * the NPF VI Percentage of the holdback for funding the
            VI/XII Collateral Trust; minus

          * the portion of the September 15 NPF VI Funds that has
            been withdrawn after September 15, 2003 but prior to
            the Effective Date from the NPF VI Restricted SPV
            Funds under the terms of the cash collateral orders
            entered from time to time by the Bankruptcy Court;
            minus

          * the amount, if any, of the Cash Collateral
            Adjustment; minus

          * 50% of the Remaining 50/50 Cash Collateral Amount;
            minus

          * the amount of the proceeds used to fund the Amedisys
            Escrow.

   (3) Distribution to Holders of NPF XII Notes

       On the Effective Date, the holders of NPF XII Notes will
       receive a Pro Rata distribution of an amount equal to the
       sum of:

          * the amount of funds in the NPF XII Restricted SPV
            Accounts as of September 15, 2003, and interest and
            income accrued thereon through the Effective Date;
            plus

          * the NPF VI Cash Transfer; plus

          * the Additional Cash Transfer; plus

          * the amount, if any, of the Cash Collateral
            Adjustment; minus

          * the NPF XII Percentage of the holdback for funding
            the VI/XII Collateral Trust; minus

          * CSFB Claims Trust Restricted SPV Funds Holdback;
            minus

          * 50% of the Remaining 50/50 Cash Collateral Amount.

   (4) Allocation of Cash Collateral Usage

       All past and future usages of cash collateral of JP Morgan
       and Bank One, and any successor indenture trustees, from
       the Petition Date through the Effective Date of the Plan
       will be allocated as between NPF VI and NPF XII in
       accordance with the terms of the cash collateral orders
       entered prior to January 6, 2004 by the Bankruptcy Court
       and the Intercompany Settlement Agreement, and the
       reservation of rights pursuant to the Cash Collateral
       Orders to seek an equitable readjustment of the allocation
       of Cash Collateral usage as between NPF VI and NPF XII
       will be deemed extinguished; provided, however, that
       neither this provision of the Intercompany Settlement
       Agreement nor the Cash Collateral Orders will govern the
       allocation of funds utilized to provide the initial
       funding of any of the trusts created pursuant to the Plan.

          * The first $16,453,845 of the Cash Collateral used by
            the Debtors from and after December 1, 2003 will be
            allocated as between NPF VI and NPF XII on the basis
            of 50% allocated to NPF VI and 50% allocated to NPF
            XII.  Any further usage of Cash Collateral beyond the
            Budgeted Amount during the period from December 1,
            2003 through the Effective Date of the Plan will be
            allocated as between NPF VI and NPF XII on the basis
            of the NPF VI Percentage allocated to NPF VI and the
            NPF XII Percentage allocated to NPF XII.

          * To the extent that, during the period from
            December 1, 2003 through the Effective Date of the
            Plan, the Debtors use less than the Budgeted Amount
            of Cash Collateral, on the Effective Date of the
            Plan:

            -- the amounts of the Initial NPF VI Distribution and
               the Initial NPF XII Distribution will each be
               reduced by 50% of the difference between the
               Budgeted Amount and the amount so used; and

            -- NPF VI and NPF XII will each pay to the VI/XII
               Collateral Trust 50% of the Remaining 50/50 Cash
               Collateral Amount, to be utilized by the trustee
               of the VI/XII Collateral Trust to satisfy
               administrative expense and other claims for which
               the VI/XII Collateral Trust is liable pursuant to
               the Plan.

   (5) Cash Collateral Usage After September 15, 2003

       The amount of the Cash Collateral Adjustment will be the
       amount equal to:

          * the NPF XII Percentage, multiplied by

          * the amount, if any, of NPF VI Restricted SPV Funds
            that:

            -- are not September 15 NPF VI Funds; and

            -- are used (i) to fund the use of Cash Collateral of
               the Indenture Trustee under the NPF VI Indenture
               by the Debtors from September 15, 2003 to the
               Effective Date of the Plan; or (ii) to pay 50% of
               the Remaining 50/50 Cash Collateral Amount to the
               VI/XII Collateral Trust.

       For purposes of determining the amount of the Cash
       Collateral Adjustment, any amount of NPF VI Restricted SPV
       Funds withdrawn after September 15, 2003 from the purchase
       or collection account of JP Morgan will be deemed to
       constitute September 15 NPF VI Funds until all of the
       September 15 NPF VI Funds in the account have been
       withdrawn.

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

   http://www.bankrupt.com/misc/natlcent_4thamendedplan.pdf

A full-text copy of National Century's Fourth Amended Disclosure
Statement is available for free at:

  http://www.bankrupt.com/misc/natlcent_4thdisclosurestat.pdf
(National Century Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NOVA CHEMICALS: Confirms Redemption of 9.50% & 9.04% Preferreds
---------------------------------------------------------------
NOVA Chemicals Corporation (NYSE:NCX) (TSX:NCX) has given
irrevocable notice to the trustee of its intent to redeem all of
its outstanding $210.0 million 9.50% preferred securities due
December 31, 2047 and $172.5 million 9.04% preferred securities
due March 31, 2048 on March 1, 2004.

The 9.50% preferred security is listed on the New York Stock
Exchange under the symbol NCX.Pr., and the 9.04% preferred
security is listed on the New York Stock Exchange under the symbol
NCX.PrA.

Holders of the 9.50% preferred securities will be entitled to
$1,015.83 per $1000.00 principal amount of 9.50% preferred
securities, which includes accrued and unpaid interest to the
redemption date. Holders of the 9.04% preferred securities will be
entitled to $1,015.07 per $1000.00 principal amount of 9.04%
preferred securities, which includes accrued and unpaid interest
to the redemption date. The redemption price is payable on
presentation and surrender of the preferred securities
certificates at the offices of Bank One Trust Company, N.A.
located at 111 Polaris Parkway, Suite 1-N, Columbus, OH 43240,
Attention: Corporate Trust Operations. Holders of the preferred
securities should contact Bank One Trust Company (customer
service: 1.800.346.5153 or 1.800.524.9472, facsimile at
1.312.407.8853, or e-mail at bondholder@bankone.com) or their
investment advisor with any questions on redeeming the preferred
securities.

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


OKEREKE INC: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Okereke Inc.
        6570 West Belfort
        Houston, Texas 77035

Bankruptcy Case No.: 04-30407

Chapter 11 Petition Date: January 5, 2004

Court: Southern District of Texas (Houston)

Judge: William R. Greendyke

Debtor's Counsel: Gregg K. Saxe, Esq.
                  Attorney at Law
                  720 North Post Oak Road Suite 600
                  Houston, TX 77024
                  Tel: 713-850-7444

Total Assets: $1,092,002

Total Debts:  $1,317,458

Debtor's 13 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Citicorp Vendor Finance                     $36,500

Commercial Money Center                     $20,000

New Court Leasing - Javelin                 $18,000

GE Capital                                  $15,666

Reliant Energy                               $3,500

Verizon Wireless                             $2,600

Wells Fargo Financial                        $2,500

Reliant Energy                               $1,000

Northern Leasing Systems                       $850

ADT Security                                   $800

Security Link                                  $674

Sprint PCS                                     $585

24 Hour Storage                                $433


OWENS CORNING: Offers Expanded Home Exterior Options for Builders
-----------------------------------------------------------------
Curb appeal.  Studies show that time and time again, it's key to
selling houses more quickly and for higher value -- and Owens
Corning's Exterior Systems Business is committed to delivering
options that help builders' products both stand out and reflect
homeowners' style or current market trends.

As part of this continuing commitment, Owens Corning is unveiling
two new products at the 2004 International Builders' Show,
including a new collection of western-inspired shingles and a new
texture of Cultured Stone(R) brand manufactured stone veneer --
plus expanded color options for many of the most popular lines.

                     Inspired by the West

In the West, the look consumers prefer is the rugged yet refined
style reminiscent of the thick, textured appearance of wood shake
-- and Owens Corning's new Woodcrest(TM) and Woodmoor(TM)
Collection shingles deliver that look with superior performance
and the Class A fire rating that living in high fire-risk areas
demands.  Woodcrest and Woodmoor shingles are ideal for the
low-slope roofs popular in western architecture, but are equally
suited for the steep slopes of more traditional homes.

The Woodcrest and Woodmoor collection is offered in seven colors
-- Timber, Granite, Sycamore, Chestnut, Red Rock, Mesquite and
Carbon. The collection's palette of colors reflects Owens
Corning's patented color blending technology that results in
shingles with more vibrant colors and the rich textures necessary
to create a striking but natural look.

The Woodcrest and Woodmoor collection also features Owens
Corning's exclusive TruBond(R) sealant, which seals at lower
temperatures and provides outstanding wind resistance. Extra-thick
Woodmoor shingles offer a limited lifetime warranty with a 110-mph
wind resistance limited warranty, while Woodcrest shingles provide
the assurance of a 50-year limited warranty with a 90-mph wind
resistance limited warranty.

"Alone, aesthetics or performance is not enough," said Brian
Chambers, vice president and general manager, Residential Roofing,
Owens Corning. "Today's builders and homeowners are looking for a
higher standard both in the way products maintain their
attractiveness and their performance.  Woodcrest and Woodmoor
shingles deliver on all those fronts -- with deeper colors, styles
that fit into their region's environment, durability, and in the
case of the West, the Class A fire protection rating needed to
protect their homes and their families."

The Woodcrest and Woodmoor collection will be available in the
Southwest, Rocky Mountain, and West Coast areas.

                From Classic to Contemporary

With Owens Corning's new Cultured Stone Rockface texture, builders
have even more flexibility to respond to demands for two of
today's hottest looks -- contemporary and old world. When
installed with complementary mortar, for example, Rockface's
rectilinear shapes impart a clean look perfect for modern homes.
The same texture installed with contrasting mortar produces a more
traditional appearance.

"A stone exterior enhances curb appeal and perceived value by
providing differentiation and character. Our new Rockface texture
provides the classic style that many homeowners are asking for
today, but it has the built-in versatility to accompany
contemporary architecture as well," said Scott Flowers, general
manager, Cultured Stone, Owens Corning.  "Rockface joins our
growing line of textures that allow builders to offer exciting
upgrades that create a feeling of 'must-have' in customers'
minds."

Appropriate to custom and production homes, Cultured Stone brand
Rockface is also perfect for landmark signage and landscaping
applications. The new product comes in five colors - Romano,
Dover, Bucks County, Stirling and Granite.

In addition to its new Rockface texture, Owens Corning introduces
several new colors to its line of Cultured Stone veneers:

    -- The Cobblefield(R) texture has been expanded to nine colors
       with the addition of Chardonnay, one of the most popular
       colors.

    -- Southern Ledgestone has expanded to eight colors with the
       addition of Gray.

    -- Country Ledgestone embraces the Southwest with the addition
       of Red Rock, produced initially as a custom color for the
       Las Vegas development of the same name.

    -- Quoins, defining architectural accents, are now available
       in the colors Gray, Taupe and Buckskin to complement the
       most popular textures.

Owens Corning is a world leader in building materials systems and
composite systems.  Founded in 1938, the company had sales of $4.9
billion in 2002.  Additional information is available on Owens
Corning's Web site at http://www.owenscorning.com/


OWENS CORNING: Resolves Claims Dispute with Motion Industries
-------------------------------------------------------------
On September 19, 1996, Owens Corning and Motion Industries, Inc.
entered into a three-year Multi-Plant Bearing & Transmission
Buying Agreement pursuant to which Motion Industries supplied to
Owens Corning bearings and mechanical and electrical transmission
products.  On December 1, 1999, Owens Corning and Motion
Industries entered into a one-year extension of the Buying
Agreement thereby extending the Buying Agreement until
December 31, 2000.

On January 1, 2001, in furtherance of the Buying Agreement, Owens
Corning and Motion Industries entered into a Supply/Services
Agreement, which restates the terms of Motion Industries'
provision to Owens Corning of certain bearings, mechanical,
electrical and fluid power transmission products and services.
The initial term of the Supply Agreement expired on December 31,
2003.  Automatic one-year renewal terms are provided.

Aside from the Buying Agreement, on December 19, 1996, Owens
Corning and Motion Industries also entered into a Customer
Consignment Agreement, which set forth the terms and conditions
pursuant to which Motion Industries would, from time to time,
deliver to Owens Corning, on a consignment basis, the amounts of
consigned materials, parts and supplies as mutually agreed upon
by the parties.  On October 1, 2001, Owens Corning and Motion
Industries entered into a further Customer Consignment Agreement.

On October 6, 2000, Norman L. Pernick, Esq., at Saul Ewing LLP,
in Wilmington, Delaware, reports that Motion Industries asserted
a reclamation demand on Owens Corning for $334,269 for goods
allegedly delivered between September 25 and October 5, 2000.
Owens Corning disputed the amount of the October 6, 2000
reclamation demand.

On November 15, 2000, Motion Industries asserted a revised
reclamation demand on Owens Corning as a result of Owens
Corning's position that certain goods consigned by Motion
Industries to Owens Corning were assets of the bankruptcy estates
as of the Petition Date.

On March 29, 2001, Motion Industries timely filed against Owens
Corning a Proof of Claim asserting a $1,114,373 general
unsecured, non-priority claim on account of unpaid invoices for
goods sold to Owens Corning, and which claim includes the
$334,269 worth of goods which were subject to the October 6, 2000
reclamation demand.

On March 29, 2001, Mr. Pernick relates that Motion Industries
timely filed against Owens Corning another Proof of Claim
asserting a secured claim for $912,168 on account of goods
allegedly consigned by Motion Industries to Owens Corning, which
claim is disputed by Owens Corning.

After a series of arm's-length, good faith negotiations between
the parties, Mr. Pernick tells the Court that Motion Industries
agreed to reduce its $334,269 reclamation demand to $94,203.
However, Owens Corning did not make any payment to Motion
Industries on account of the reduced reclamation demand.

Motion Industries asserts that the Supply Agreement is an
extension of the Buying Agreement and that the Consignment
Agreement is an extension of the Initial Consignment Agreement
and that both the Agreement and the Customer Consignment
Agreement are executory.  Owens Corning asserts that the
executory nature of the Agreement and the Customer Consignment
Agreement is subject to good faith dispute.  In consideration for
the provision of certain favorable modifications to the Agreement
and the Customer Consignment Agreement, Motion Industries
requested that Owens Corning assume the Agreement and the
Customer Consignment Agreement and pay to Motion Industries the
amount that would be paid in the event of an assumption of the
Agreement and the Customer Consignment Agreement.

Mr. Pernick relates that Motion Industries is an important
strategic supplier of certain bearings, mechanical, electrical
and fluid power transmission products used by Owens Corning in
maintaining and repairing Owens Corning's manufacturing equipment
and provides essential related services to Owens Corning.  It is
therefore essential to resolve the dispute between the parties.

After negotiations, Motion Industries agreed to:

   (1) extend the term of the Agreement and the Customer
       Consignment Agreement until December 31, 2004;

   (2) provide more favorable rebate terms to Owens Corning;

   (3) make a $700,000 payment to Owens Corning;

   (4) improve the payment terms with respect to the Agreement;

   (5) increase the guaranteed productivity cost savings to 8.5%
       of the current year's annual purchase volume; and

   (6) increase the amount of product available to Owens Corning
       on a consignment basis.

Accordingly, the Debtors sought and obtained Court approval of
the Settlement Agreement pursuant to Section 363 of the
Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy
Procedure. (Owens Corning Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARMALAT GROUP: Will Sell Parma Football Club at Season's End
-------------------------------------------------------------
On January 14, 2004, administrators of Parmalat Finanziaria
S.p.A. met with shareholders to discuss the future of the
company's football club, AC Parma.  A spokesman for Italian
Industry Minister Antonio Marzano indicated that Parma, which is
not a strategic asset of Parmalat, would be sold at the end of
the season.

The Tanzi family, which runs Parmalat, took over the football
club in 1991, spending millions of dollars to keep the best
football players in the team.  Two years after the takeover,
Parma won the European Cup Winners' Cup.  It won the UEFA Cup in
1995 and 1999.

The club is mired in debt.  Parma reportedly lost almost
$100,000,000 in 2003, and owes Parmalat a large proportion of the
debt, BBC News reports.

Parmalat's government-appointed administrator, Enrico Bondi,
believes that the club could still be saved.  Parma still has top
quality players to sell, including five members of the Italian
national under-21 team, Mr. Bondi points out.

The shareholders at the meeting appointed Mr. Bondi as president.
The shareholders also approved a plan to swap EUR20,000,000 of
Parma debt into equity. (Parmalat Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PAVING STONE: Capital Deficits Raise Going Concern Uncertainty
--------------------------------------------------------------
As reflected in Paving Stone Corporation's consolidated financial
statements the Company has a working capital deficiency of
$2,825,414 and a stockholders' deficiency of $2,756,446 as of
September 30, 2003 and a negative cash flows from operations of
$2,430 for the nine months ended September 30, 2003.  These
factors raise substantial doubt about its ability to continue as a
going concern. The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional
funds and implement its business plan.

Management has discontinued all of its paving installation
operations segments as of September 30, 2003.  Management has also
reduced other operating expenses during 2003 throughout the
Company to return to profitable operations during 2003.

Management's future plans also include restructuring its revolving
line of credit for which they are currently in active negotiations
with a financial institution.

The Company had a revolving line of credit with a financial
institution with a maximum  line of $2,500,000.  The line of
credit was payable on demand with interest at the 30-day dealer
commercial paper rate plus 2.55%.  It was secured by all the
assets of the Company and Paving Stone Industries, Inc., a
corporation owned by the majority  stockholder.  The line of
credit was due for renewal on April 30, 2003, and has not been
renegotiated for renewal.

On December 19, 2003, the Company signed a forbearance agreement
with the lender. The forbearance agreement is in effect through
March 31, 2004 and may be extended so long as the Company is
making required payments and is not otherwise in default. The
forbearance agreement is structured so that all payments received
by the Company shall be paid directly to a lockbox. One half of
all amounts received by the lender will be paid by the lender to
itself  and one half will be paid to the Company up to a maximum
of $125,000 per month.  Any amounts in excess of $125,000 shall be
paid 100% to the lender. In order for the Company not to be in
default, there must be at least $100,000 paid into the lockbox by
January  15, 2004 with a minimum of $50,000 paid to the lender.
Further,  the lender must receive an additional $500,000 paid into
the lockbox on or before  February 28, 2004 for a total amount of
$600,000 by the end of February and $300,000 paid to the lender.
Interest charged under this agreement is at the 30-day dealer
commercial paper rate plus 4.55%.

During the third quarter of 2003, as a result of continuous losses
incurred, Paving Stone discontinued all remaining paver
installation operations.  Going forward, its only  remaining line
of business is its newly created equipment resale subsidiary, PSC
Equipment, Inc. As previously reported, Paving Stone formed this
new division during the second quarter of 2003, to buy and sell
high grade commercial equipment.

To begin this new division, during the second quarter of 2003, the
Company purchased high grade food processing equipment located in
four sites around the USA with an appraised resale value of
$20,000,000. The Company issued 15,000,000 restricted common
shares and executed a $500,000 money purchase contract as
consideration for this purchase. This equipment was booked at cost
on the balance sheet at $1,350,000.

During the third quarter of 2003, the Company purchased additional
similar equipment having an appraised resale value of $14,000,000,
and recorded a sale of $7,000,000. This transaction generated an
individual non cash profit of $3,900,000 in the third  quarter of
2003.  The Company is continuing to aggressively market its
equipment inventory  for resale and continues to search for new
equipment inventory to purchase.

The Company's total assets from continuing operations as of
September 30, 2003 were $5,325,371, an increase of $5,325,371,
from zero assets at December 31, 2002. The increase was primarily
attributable to the purchase of equipment inventory described
above totaling $1,350,000, along with investments (restricted
stock proceeds) from the sale of equipment totaling $3,900,000.

Current liabilities from continuing operations increased by
$1,226,010, or 41.4%, from $2,957,425 at December 31, 2002 to
$4,183,435 at September 30, 2003. The increase is primarily
attributable to a reclassification of long-term debt to short-term
debt totaling $843,047.

Stockholders' deficit decreased from $5,663,225 at December 31,
2002 to $2,756,446, a decreased deficit of $2,906,779.  This was a
result of profits in the nine months ended  September 30, 2003 of
$1,186,315, along with increased additional paid in capital of
$1,620,989, largely a result of the $1,350,000 equipment inventory
purchase for common stock, described above.

For purposes of comparison, total current liabilities at September
30 2003 and December 31, 2002 amounted to $8,131,712 and
$8,909,038 respectively, creating working capital deficits of
$2,825,414  and $4,820,178, respectively.  These working capital
deficits are principally attributable to operating losses in the
first two quarters of 2003 and in the full year of 2002.  Total
liabilities at September 30, 2003 and December 31, 2002 were
$8,131,712  and $9,752,085, respectively, representing a decrease
of $1,620,373. This decrease is primarily due to a decrease in
liabilities from discontinued operations of $2,003,336, caused
primarily by the winding down of operations in Florida.
Shareholders' deficit at September 30, 2003 and December 31, 2002
was $2,756,446 and $5,663,225, respectively,  representing a
decreased deficit of $2,906,779. The decreased deficit is
primarily due to profits generated from the equipment inventory
sale described above.

The Company owes a former outside director $700,000 plus accrued
interest, and owes the C.E.O $136,744 plus accrued interest, under
promissory notes payable in January 2004.  The Company plans to
negotiate extensions on these notes, and plans to retire the
amounts owed using future cash profits generated from its
equipment resale division, after all scheduled payments have been
made under the forbearance agreement described above. If adequate
future cash profits are not available, the Company will attempt to
negotiate a retirement of these debts using portions of its stock
investments held.

The report of Paving Stone's independent on the Company's December
31, 2002 financial statements includes an explanatory paragraph
indicating that there is substantial doubt  about the Company's
ability to continue as a going concern due to substantial
recurring  losses from operations and a significant accumulated
deficit and working capital deficit.  The ability to continue as a
going concern will be determined by Paving Stone's ability to
obtain additional funding and to implement its business plan,
particularly pertaining to the new equipment resale division.

The Company has no assured available financial resources to meet
its September 30, 2003 working capital deficit of $2,825,414 and
future operating costs. If the Company is unable to fund its
working capital deficit and future operating costs through
operating  activities, the Company may be required to change its
proposed business plan and decrease its planned operations, which
could have a material adverse effect upon its business,  financial
condition, or results of operations.


PG&E NATIONAL: Court to Consider Disclosure Statement on Feb. 3
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Mannes will convene a hearing on
February 3, 2004, at 10:30 a.m. to consider the approval of
National Energy and Gas Transmission, Inc.'s First Amended
Disclosure Statement.

At the hearing, Judge Mannes will review whether the Amended
Disclosure Statement contains adequate information as required by
Section 1125 of the Bankruptcy Code to enable a hypothetical
creditor to make an informed decision whether to vote to accept or
reject NEG's Amended Plan.

Objections to the Amended Disclosure Statement may be filed and
served until January 27, 2004. (PG&E National Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PROVIDIAN FINANCIAL: Reports Improved 4th-Quarter 2003 Results
--------------------------------------------------------------
Providian Financial Corporation (NYSE: PVN) announced net income
for the fourth quarter of 2003 of $67.1 million, or $0.23 per
diluted share, compared to net income of $12.1 million, or $0.04
per diluted share in the fourth quarter of 2002.

For the full year 2003, net income totaled $196.2 million, or
$0.67 per diluted share, compared to net income for the full year
2002 of $218.2 million, or $0.75 per diluted share, and met the
Company's goal of exceeding full-year 2002 earnings exclusive of
the $30 million ($0.10 per diluted share) non-recurring tax
benefit realized in 2002.

"I am pleased with the progress we made this past year and believe
that we are very well positioned for the year ahead," said Joseph
Saunders, Providian's chairman and chief executive officer.  "We
are seeing positive financial trends in all areas of our business,
including credit, operations and marketing.  We expect a
continuation of these positive trends in 2004, highlighted by
lower net credit losses, lower operating expenses and additional
investment in our marketing initiatives. As a result, we expect to
see growth in our loan portfolio and growth in our bottom line
earnings in 2004."

                     Financial Highlights

Total net revenues on a reported basis, comprised of reported net
interest income and reported non-interest income, totaled $502.2
million in the fourth quarter of 2003, compared to $526.3 million
in the third quarter of 2003. Total net revenues on a managed
basis, comprised of net interest income and non-interest income
from both reported and securitized loans, totaled $951.4 million
in the fourth quarter of 2003, compared to $977.1 million in the
third quarter of 2003.

For the full year 2003, total net revenues were $2.15 billion on a
reported basis and $4.11 billion on a managed basis.  These
compare to full year 2002 total net revenues of $3.30 billion on a
reported basis and total net revenues of $5.60 billion on a
managed basis.

Net credit losses in the fourth quarter of 2003 were $147.9
million on a reported basis and $597.1 million on a managed basis,
resulting in reported and managed net credit loss rates of 9.97%
and 14.33%, respectively.  The fourth quarter net credit loss
rates compare to a reported net credit loss rate of 10.65% and a
managed net credit loss rate of 14.37% in the third quarter of
2003.  On a year-over-year basis these rates compare to a reported
net credit loss rate of 14.88% and a managed net credit loss rate
of 17.34% in the fourth quarter of 2002.  The Company's reported
and managed 30+ day delinquency rates at the end of the fourth
quarter of 2003 were 6.64% and 9.29%, respectively, compared to
7.18% and 9.68%, respectively, at the end of the third quarter of
2003.

Net credit losses for the full year 2003 were $837.3 million on a
reported basis and $2.80 billion on a managed basis, resulting in
reported and managed net credit loss rates of 12.79% and 15.82%,
respectively. This compares to net credit losses for the full year
2002 of $1.23 billion on a reported basis and $3.53 billion on a
managed basis, which resulted in reported and managed net credit
loss rates of 13.61% and 16.29%, respectively.

Non-interest expense for the fourth quarter of 2003 was $261.5
million, compared to $286.6 million in the third quarter of 2003.
For the full year 2003, non-interest expense was $1.20 billion,
compared to full year 2002 non-interest expense of $1.81 billion.

Loans receivable, as of December 31, 2003, were $6.28 billion on a
reported basis and $16.93 billion on a managed basis.  This
compares to reported loans receivable and managed loans receivable
at September 30, 2003 of $5.99 billion and $16.95 billion,
respectively.  The Company added approximately 420,000 gross new
accounts in the fourth quarter of 2003 and ended the quarter with
approximately 10.5 million customer accounts.

The Company ended the fourth quarter of 2003 with total equity of
$2.33 billion and an allowance for credit losses of $625.9
million, which together represent 47% of reported loans and 17% of
managed loans.  Cash and investments ended the quarter at
approximately $5.67 billion, representing approximately 40% of
total reported assets and approximately 24% of total managed
assets.

            Management Expectations for Fiscal 2004

The Company provides the following expectations for its business
performance in fiscal 2004:

     * Gross new accounts -- approximately 3 million
     * Managed total loans -- mid-to-high single digit growth rate
     * Managed net credit losses -- approximately $2.3 billion
     * Earnings per diluted share -- in a range around $0.90

               Managed Financial Information

The Company presents financial information on both a reported and
managed basis.  "Reported" financial information refers to GAAP
financial information while "managed" financial information is
derived by adjusting the reported financial information to add
back securitized loan balances and the related finance charge and
fee income, credit losses, and net interest costs.  The interests
the Company retains in the securitized loan balances creates
financial exposure to the current and expected cash flows of the
securitized loans.  Although the loans sold are not on the
Company's balance sheet, their performance affects the Company's
retained interests in the securitizations as well as its results
of operations and its financial position.  In addition, the
Company continues to service the securitized loans.

San Francisco-based Providian Financial is a leading provider of
credit cards to mainstream American customers throughout the U.S.
By combining experience, analysis, technology and outstanding
customer service, Providian seeks to build long-lasting
relationships with its customers by providing products and
services that meet their evolving financial needs.

As previously reported, Fitch Ratings upgraded the senior
unsecured rating of Providian Financial Corp. to 'B+' from 'B'.

The Rating Outlook for Providian was revised to Positive from
Stable. Approximately $1.1 billion of debt was affected by this
action.


QWEST COMMS: Wins Multi-Year University of Tennessee Contract
-------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) was awarded a
multi-year, multimillion-dollar contract by the University of
Tennessee and Tennessee Board of Regents. The statewide contract
calls for Qwest to be the exclusive provider of long-distance,
toll-free and calling card services.

"The University of Tennessee has made it a priority to anticipate
the growing communications needs of our students, faculty and
staff," said Steve Keys, University of Tennessee's director of
telephone services. "Through the communications solutions offered
by Qwest, we are extending a quality of service that will expand
with the diverse communications needs of the university
community."

"Qwest is pleased to contribute to the communications solutions of
Tennessee's higher educational systems," said Cliff Holtz,
executive vice president of Qwest business markets group. "This
contract demonstrates our leadership in providing communication
and network services to institutes of higher education. Qwest also
serves many other state universities including the University of
Texas and the University of Michigan."

Qwest will provide voice services to the Tennessee Board of
Regents, the nation's sixth largest higher education system, which
governs 45 post-secondary educational institutions, 13 two-year
colleges and 26 technology centers, providing programs to over
180,000 students in 90 of Tennessee's 95 counties. The agreement
also includes voice services to the University of Tennessee's five
universities, which represent approximately 42,000 students.

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 47,000 employees are committed to the
"Spirit of Service" and providing world-class services that exceed
customers' expectations for quality, value and reliability. For
more information, please visit the Qwest Web site at
http://www.qwest.com/

At March 31, 2003, Qwest Communications's balance sheet shows a
total shareholders' equity deficit of about $2.6 billion.


RAYOVAC: Will Acquire 85% of Ningbo Baowang China Battery Company
-----------------------------------------------------------------
Rayovac (NYSE: ROV) of Madison, Wisconsin, signed an agreement to
acquire 85 percent of the equity interest in Ningbo Baowang
Battery Company of Ninghai, China.

The remaining 15 percent equity interest in the operation will
continue to be held by Ningbo Baowang Investment Company and
founder/general manager of Ningbo Baowang, Mr. Dunyong Qian.

The transaction, subject to customary closing conditions including
approval by the Rayovac board of directors and the Chinese
government, is expected to close within 60-90 days.  Rayovac's
investment will be $24 million and is expected to be accretive in
the first year.

Ningbo Baowang, founded in 1995, produces alkaline and heavy duty
batteries for retail, OEM and private label customers.  The
company exports its batteries to customers throughout North and
South America, Europe and Asia.  In addition to export sales,
Ningbo Baowang has been building its distribution and market share
in China and now has 26 branches and regional sales offices and
distribution throughout China.  The Baowang brand has also been
recognized as a "Famous Brand" in China.

In addition to Ningbo Baowang Investment Co., Ltd., other
principal selling shareholders include:  Ningbo Veken Group Co.,
Ltd.; Polar Win Limited; and Heirigs & Associates, LLC.  Heirigs &
Associates will continue to serve as consultants following the
close of the transaction.

"With the alkaline battery market in China experiencing rapid
growth and our global customers expanding throughout Asia, it is
imperative that we increase our manufacturing capacity in that
part of the world," said Dave Jones, Rayovac chairman and CEO.
"The acquisition of Ningbo Baowang will enable us to accomplish
this objective."

"As one of the leading manufacturers of high-performance batteries
in China, Ningbo Baowang is pleased to join Rayovac's worldwide
group," said Mr. Dunyong Qian of Ningbo Baowang Investment Company
and founder/general manager of Ningbo Baowang.  "Rayovac's
strengths in technology leadership and worldwide distribution will
help drive Baowang's future growth."

"Ningbo Baowang is a high performing company with a very
successful operating team led by Mr. Qian and a strong market
network," said Mr. Guangyao Zhu, the current board chairman of
Ningbo Baowang and representative of the controlling shareholder,
Ningbo Veken Group Co., Ltd.  "The board of directors and I would
like to thank all the employees and managers for their hard work
and their great achievement.  We also sincerely hope that the
cooperation between Ningbo Baowang and Rayovac will be an exciting
new chapter in both of their histories."

Ningbo Baowang is a rapidly growing China manufacturer and
marketer of a complete portfolio of high-performance alkaline and
heavy duty batteries and other products. Sales are projected to
grow to $35 million in 2004.  Ningbo Baowang's manufacturing
capacity will be increased to approximately one billion batteries
by the end of 2004.  Baowang has received a number of awards
recognizing their achievements, including the highest national
honor of the "China Leading Brand."

Ningbo Veken Group Co., Ltd. is a global company listed on the
Shanghai Stock Exchange.  Its holdings include a united import and
export subsidiary, an investment subsidiary, a real estate company
and an energy and technology investment company.  It is one of
China's 500 most competitive enterprises and one of China's 100
largest export companies.  It also owns the "China Famous Brand"
Veken Home Textiles and controls Ningbo Baowang, which owns the
"China Famous Brand" Baowang.

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


REDBACK NETWORKS: Turns to FTI Consulting for Financial Advice
--------------------------------------------------------------
Redback Networks Inc., seeks permission from the U.S. Bankruptcy
Court for the District of Delaware to hire FTI Consulting, Inc.,
as its Financial Advisors.

The Debtor tells the Court that it is familiar with FTI's
professional standing and reputation. The Debtor understands that
FTI has a wealth of experience in providing financial advisory
services in restructuring and reorganizations and enjoys an
excellent reputation for services it has rendered in large and
complex chapter 11 cases.

FTI will provide:

     a. assistance to the Debtor in the preparation of financial
        related disclosures required by the Court, including the
        Schedules of Assets and Liabilities, the Statement of
        Financial Affairs and Monthly Operating Reports;

     b. assistance to the Debtor with information and analyses
        required pursuant to the Debtors' Debtor-In-Possession
        financing including, but not limited to, preparation for
        hearings regarding the use of cash collateral and DIP
        financing;

     c. assistance with the identification and implementation of
        short-term cash management procedures;

     d. assistance with the identification of executory
        contracts and leases and performance of cost/benefit
        evaluations with respect to the affirmation or rejection
        of each;

     e. assistance in the preparation of financial information
        for distribution to creditors and others, including, but
        not limited to, cash flow projections and budgets, cash
        receipts and disbursement analysis, analysis of various
        asset and liability accounts, and analysis of proposed
        transactions for which Court approval is sought;

     f. attendance at meetings and assistance in discussions
        with potential investors, banks and other secured
        lenders, any official committee(s) appointed in these
        chapter 11 cases, the U.S. Trustee, other parties in
        interest and professionals hired by the same, as
        requested;

     g. analysis of creditor claims by type, entity and
        individual claim, including assistance with development
        of databases, as necessary, to track such claims;

     h. assistance in the preparation of information and
        analysis necessary for the confirmation of a plan in
        these chapter 11 proceedings;

     i. assistance in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and
        preferential transfers; and

     j. such other general business consulting or such
        other assistance as Debtor's management or counsel may
        deem necessary that are consistent with the role of a
        financial advisor and not duplicative of services
        provided by other professionals in this proceeding.

Andrew Hinkelman, Managing Director of FTI, reports that the
customary hourly rates his firm charges are:

     Senior Managing Director          $550 - $625 per hour
     Directors /Managing Directors     $395 - $550 per hour
     Associates / Consultants          $195 - $365 per hour
     Administration/Paraprofessionals  $80 - $160 per hour

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


RIVAL TECHNOLOGIES: Hires Dohan & Co. to Replace Grant Thornton
---------------------------------------------------------------
Grant Thornton has been replaced as principal independent
accountant of Rival Technologies Inc. on December 23, 2003. The
Company has engaged Dohan & Company as its principal independent
accountant effective December 23, 2003. The decision to change
principal independent accountants has been approved by the
Company's Board of Directors.

The Former Accountant's auditors' report dated March 28, 2003 on
the Company's consolidated balance sheets at December 31, 2001 and
December 31, 2002 and the related consolidated statements of
operations and deficit and cash flows for the years ended
December 31, 2001 and December 31, 2002 contained a separate
paragraph stating that "the accompanying consolidated financial
statements have been prepared assuming that the Company will
continue as a going concern...[T]he Company has not established a
source of revenue, has a significant working capital deficiency,
and is dependent on its ability to raise substantial amounts of
equity funds. This raises substantial doubt about the Company's
ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty."


SCARBOROUGH-ST. JAMES: Brings-In Lazare Potter as Attorneys
-----------------------------------------------------------
Scarborough-St James Corporation and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ Lazare Potter Giacovas &
Kranjac LLP as counsel.

The Debtors have employed Lazare Potter as their attorneys in
connection with the commencement and prosecution of their chapter
11 cases. The Debtors relate that they have selected Lazare Potter
primarily because its bankruptcy practitioners have extensive
experience in the fields of bankruptcy and creditors' rights.

In this engagement, Lazare Potter is expected to provide
assistance with regard to:

     a. the administration of these cases and the exercise of
        oversight with respect to the Debtors' affairs,
        including all issues arising from or impacting the
        Debtors or these chapter 11 cases;

     b. the preparation on behalf of the Debtors of necessary
        applications, motions, memoranda, orders, reports and
        other legal papers;

     c. appearances in Court and at various meetings to
        represent the interests of the Debtors;

     d. representing the Debtors in examining and negotiating a
        potential sale of the Debtors' businesses;

     e. negotiating with the pre-petition lender and potential
        DIP lenders, as well as any creditors' committee
        appointed in these cases, for the benefit of the
        estates;

     f. formulating, negotiating, drafting, and pursuit of
        confirmation of a plan or plans of reorganization and
        matters related thereto;

     g. such communication with creditors and others as the
        Debtors may consider desirable or necessary; and

     h. the performance of all other legal services for the
        Debtors in connection with these chapter 11 cases, as
        required under the Bankruptcy Code and the Bankruptcy
        Rules, and the performance of such other services as are
        in the interests of Debtors.

Lazare Potter's hourly rates are:

          Partners          $280 - $350 per hour
          Counsel           $250 - $350 per hour
          Associates        $145 - $255 per hour
          Legal Assistants  $95 - $125 per hour

Michael T. Conway, Esq., a partner of the Lazare Potter, assures
that the firm is a "disinterested person" as defined in the
Bankruptcy Code.

Headquartered in New York, New York, Scarborough-St James
Corporation filed for chapter 11 protection on December 17, 2003
(Bankr. S.D.N.Y. Case No. 03-17966).  Michael T. Conway, Esq., at
Lazare Potter Giacovas & Kranjac, LLP represent the Debtors in
their restructuring efforts. When the Company filed for protection
from their creditors, they listed both estimated debts and assets
of more than $10 million.


SOLUTIA INC: Continuing Workers' Compensation Insurance Programs
----------------------------------------------------------------
As required by the laws of the states in which they operate, the
Debtors maintain workers' compensation insurance policies and
programs to provide their employees with compensation benefits
for claims arising from and related to their employment.  As a
result, the Solutia Debtors maintain workers' compensation
coverage for their employees in more than 20 states.  On average,
the Debtors' workers' compensation obligations cost between
$3,000,000 to $3,500,000 per year.

                     Self-insured programs

The Debtors currently maintain a self-insured workers'
compensation program in the State of Missouri and formerly
maintained a similar one in the Commonwealth of Massachusetts.
Broadspire Services, Inc., formerly known as Kemper Services/
NATLSCO, acts as a third party administrator for these self-
insured programs.  In this capacity, Broadspire processes and
pays all applicable workers' compensation claims as they arise
from a loss fund deposit of $214,000.  Broadspire is then
reimbursed by the Debtors.

To secure their obligations under the self-insured programs, the
Debtors established a $500,000 escrow trust account with the
State of Missouri on account of their Missouri obligations.  The
Debtors also posted a $4,000,000 surety bond through Travelers
Insurance Company with the applicable workers' compensation
authorities on account of their Massachusetts obligations.

The Debtors estimate that their liability under their self-
insured programs in Missouri and Massachusetts on account of
asserted workers' compensation claims and related attorneys fees
as of the Petition Date aggregate to $455,000.  The Self-Insured
Claims consist of seven open claims under the Missouri program --
estimated to be $65,000 -- and six open claims under the
Massachusetts program -- estimated at $388,000.  Furthermore, the
Debtors believe that additional workers' compensation claims may
be filed in respect of events that occurred before the Petition
Date.

                      State-funded programs

Debtors Axio Research Corporation and Solutia Inc. participate in
a "monopolistic" state-funded workers' compensation insurance
program in the State of Washington.  Under this program, the
Washington Department of Labor and Industry collects premiums and
then administers and pays all workers' compensation claims.
Solutia pays $250 in quarterly premiums to the Washington Labor
Department while Axio pays $1,715.  The amounts may rise or fall
depending on each company's payroll for employees working in
Washington during the coverage period.  The premiums are subject
to retroactive adjustment based on a final audit of the Debtors'
payroll system.  The Debtors estimate that the portion of
premiums accrued but not yet paid as of the Petition Date under
the Washington funded program is less than $2,000.

                         Insured programs

In the remaining states in which the Debtors have employees,
their workers' compensation obligations are currently covered by
a high-deductible workers' compensation and employer's liability
insurance policy issued by ACE American Insurance Company.
Broadspire administers claims against the Debtors in these
states.  The ACE Policy covers workers' compensation claims in
amounts required under applicable law, and employer liability
losses up to $2,000,000 per accident, with a deductible of up to
$1,000,000 per claim.  The annual premium for the ACE Policy is
$210,000, which the Debtors pay on a quarterly basis, plus
$315,000 in additional surcharges and assessments per year.  In
addition, the Debtors reimburse Broadspire for loss payments that
fall within the deductible under the ACE Policy and are initially
fronted by Broadspire, as administrator.

The Debtors have posted a letter of credit to cover their
obligations under the ACE Policy.  Similar to the Broadspire
letter of credit, the ACE letter of credit secures the Debtors'
obligations to the workers' compensation claims for $3,177,000.
As with the Broadspire letter of credit, the Debtors'
reimbursement obligations in respect of the ACE letter of credit
are fully secured by cash.

The Debtors estimate that their liability as of the Petition Date
on account of asserted workers' compensation claims and related
attorneys' fees in states where they run insured programs amounts
to $2,100,000.  This amount is comprised of 70 open claims for
$4,900,000 -- $2,800,000 of which has already been paid by the
Debtors.  Only one of these claims exceeds the Debtors'
$1,000,000 deductible per claim under the ACE Policy.  Therefore,
the vast majority of the Insured Claims are effectively self-
insured by the Debtors.

                 Incurred But Not Reported Claims

In addition to the Asserted Prepetition Claims, the Debtors
believe that new workers' compensation claims, under both the
self-insured and insured programs, may be filed in respect of
events that occurred before the Petition Date.  While the exact
amount of their liability for these incurred but unreported
claims is unknown, based on historical experience and actuarial
analysis, the Debtors estimate that it is less than $3,000,000.

                         Processing Costs

The Debtors incur costs incident to the Workers' Compensation
Insurance Programs, such as processing costs and accrued but
unpaid charges for the administration of the self-insured and
insured programs.  These costs typically amount to $127,000 per
year.  The Debtors estimate that the aggregate amount of their
liability on account of processing and administrative services
accrued but unpaid as of the Petition Date is $12,000.

          Workers' Insurance Programs Must Be Continued

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, points out that it is critical for the Debtors to continue
their Workers' Compensation Insurance Programs and ensure that
any Prepetition Workers' Compensation Claims, Prepetition
Premiums or Prepetition Processing Costs are paid in the ordinary
course of business.  Mr. Reilly explains that if the Workers'
Compensation Insurance Programs were not maintained, the Debtors
would be required to make alternative arrangements for workers'
compensation coverage, which would be at a higher cost.  Coverage
is required under all applicable state workers' compensation laws
and the Debtors will suffer severe consequences if they fail to
comply with these laws.  Moreover, if the workers' compensation
coverage is not maintained, the employees could bring lawsuits
for potentially unlimited damages and the Debtors' ongoing
business operations in certain states could be enjoined and their
officers could be subject to criminal prosecution.

In addition, if the Self-Insured Claims in Missouri are not paid,
the State may draw down the existing bonds posted by the Debtors
in accordance with applicable law.  Mr. Reilly relates that the
Debtors may be required to post additional security or may be
required to participate in the state workers' compensation fund
at a higher cost to them.  The Debtors' failure to pay the Self-
Insured Claims may also result in the revocation of their
certificate of self-insurance, thus requiring them to enter into
a more expensive workers' compensation plan.  In contrast,
payment of the Self-Insured Claims will not adversely affect the
distribution to the Debtors' unsecured creditors, because these
claims may be paid by drawing on the fully collateralized and
applicable letters of credit.

Furthermore, the Debtors believe that any delay in the payment of
workers' compensation benefits under their Workers' Compensation
Insurance Programs would have a negative effect on their
employees' morale at a time when the support is most critical.
Without the support of their workforce, the Debtors' operations
would be severely impaired.  Continuation of the Workers'
Compensation Insurance Programs will facilitate the Debtors'
reorganization efforts by helping to foster a sense of "business
as usual."

Mr. Reilly also states that payment of the Prepetition Processing
Costs is justified because failure to pay the amounts would
likely disrupt the services provided by third parties with
respect to the Workers' Compensation Insurance Programs.  By
paying the Prepetition Processing Costs, the Debtors may avoid
even a temporary service disruption and ensure that their
employees obtain all workers' compensation benefits without
interruption as required by applicable state laws.

Pursuant to Sections 105 and 363 of the Bankruptcy Code, the
Debtors sought and obtained the Court's authority, on an interim
basis, to continue their Workers' Compensation Insurance Programs
and to process and pay any Prepetition Workers' Compensation
Claims, Prepetition Premiums and Prepetition Processing Costs
that become payable postpetition or otherwise are due and owing.
The Court also authorizes all applicable banks and other
financial institutions to receive, process, honor and pay any and
all checks drawn on the Debtors' accounts for the Prepetition
Workers' Compensation Claims, the Prepetition Premiums and the
Prepetition Processing Costs, whether the checks were presented
before or after the Petition Date, provided that sufficient funds
are available. (Solutia Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


STAMPEDE FUELS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stampede Fuels, Inc.
        23815 Forest Trial
        Hockley, Texas 77477

Bankruptcy Case No.: 04-31040

Type of Business: Retailer of petroleum and oil products.

Chapter 11 Petition Date: January 19, 2004

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

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

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
------                        ---------------       ------------
Clifton Hall                  Misc. goods and           $642,500
12794 CR 307                  services
Navasota, Texas 77868

Phillips 66 Company           Misc. goods and           $300,198
1500 N. Priest Drive DC70     services
Tempe, AZ 85281

First Indemnity of America    Misc. goods and           $275,208
Insurance Co.                 services
c/o Alan Harlan
600 Signature Place
14755 Signature Place, LB 64
Houston, Texas 75254

Citgo Petroleum               Misc. goods and           $187,000
                              services

Renee Gordon                  Misc. goods and            $51,106
                              Services

Nextel                        Misc. goods and            $25,110
                              services

T&W/US Bancorp Portfolio      Misc. goods and            $15,459
Services                      services

Seminole Refinery             Misc. goods and             $9,925
                              services

Moore Kane & Associates       Misc. goods and             $8,527
                              services

Ford Motor Credit             Misc. goods and             $7,400
                              services

Commercial Leasing            Misc. goods and             $7,389
Corporation                   services

Delta Tanks                   Misc. goods and             $6,823
                              services

Ford Motor Credit             Misc. goods and             $6,442
                              services

Advanta                       Misc. goods and             $6,408
                              services

Excel Financial               Misc. goods and             $4,379
                              services

Eagle American                Misc. goods and             $4,375
                              services

Burbank Barrell               Misc. goods and             $3,968
                              services

Polar Service Center          Misc. goods and             $3,952
                              services

Ingersoll-Rand                Misc. goods and             $3,668
                              services

Gulf Coast Equipment          Misc. goods and             $3,502
                              services


SUMMITVILLE TILES: Wants to Appoint Trumbull as Claims Agent
------------------------------------------------------------
Summitville Tiles, Inc., asks for authority from the U.S.
Bankruptcy Court for the Northern District of Ohio to retain and
employ Trumbull Services, LLC as Claims, Noticing and Balloting
Agent.

The Debtor expects Trumbull to:

     a) prepare and serve required notices in this chapter 11
        case, including:

          i) a notice of the commencement of this chapter 11
             case arid the initial meeting of creditors under
             section 341(a) of the Bankruptcy Code;

         ii) a notice of the claims bar date;

        iii) notices of objections to claims;

         iv) notices of any hearings on a disclosure statement
             and confirmation of a plan or plans of
             reorganization; and

          v) such other miscellaneous notices as the Debtor or
             Court may deem necessary or appropriate for an
             orderly administration of this chapter 11 case.

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

          i) a copy of the notice served,

         ii) an alphabetical list of persons on whom the notice
             was served, along with their addresses, and (iii)
             the date and manner of service;

     c) maintain copies of all proofs of claim and proofs of
        interest filed in this case;

     d) maintain official claims registers in this case by
        docketing all proofs of claim and proofs of interest in
        a claims database that includes the following
        information for each such claim or interest asserted:

          i) the name and address of the claimant or interest
             holder and any agent thereof, if the proof of claim
             or proof of interest was filed by an agent;

         ii) the date the proof of claim or proof of interest
             was received by Trumbull and/or the Court;

        iii) the claim number assigned to the proof of claim or
             proof of interest; and

         iv) the asserted amount and classification of the
             claim.

     e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

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

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

     h) provide access to the public for examination of the
        proofs of claim or proofs of interest filed in this case
        without charge during regular business hours;

     i) record all transfers of claims pursuant to Rule 3001 (e)
        and provide notice of such transfers as required by Rule
        3001(e), if directed to do so by the Court;

     j) comply with applicable federal, state, municipal and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     k) provide temporary employees to process claims, as
        necessary;

     l) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe; and

     m) provide such other claims processing, noticing,
        balloting, and related administrative services as may be
        requested from time to time by the Debtor.

In addition, Trumbull will also assist the Debtor with:

     a) the preparation of its schedules, statements of
        financial affairs and master creditor list, and any
        amendments thereto;

     b) the reconciliation and resolution of claims; and

     c) the preparation, mailing and tabulation of ballots of
        certain creditors for the purpose of voting to accept or
        reject a plan or plans of reorganization.

Lorenzo Mendizabal reports that Trumbulls's consulting fees are:

     Administrative Support               $50 per hour
     Assistant Case Manager/Data Support  $65 to $80 per hour
     Case Manager                         $110 to $125
     Automation Consultant                $140 to $160 per hour
     Sr. Automation Consultant            $165 to $185 per hour
     Consultant                           $175 to $225 per hour
     Sr. Consultant                       $230 to $300 per hour

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).
Matthew A Salerno, Esq., and Shawn M Riley, Esq., at McDonald,
Hopkins, Burke & Haber Co LPA, represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it estimated debts and assets of more than $10
million.


TOR MINERALS: Raises $3.5 Mill. in Private Placement Transaction
----------------------------------------------------------------
TOR Minerals International (Nasdaq: TORM) raised $3.5 million
through the private placement of equity and convertible preferred
stock.  The proceeds will be used for the expansion of
manufacturing facilities, improving operational efficiencies, and
working capital purposes.

TOR Minerals raised approximately $2.5 million through the
placement of 526,316 shares of common stock at $4.75 to existing
shareholders and new institutional holders.  The company also
raised $1 million through the placement of 200,000 shares of
convertible preferred stock at $5.00.  The convertible preferred
stock has a six percent coupon rate, and each preferred share is
convertible into 0.84 shares of common stock and is redeemable at
the option of the Company after two years.  The common and
preferred shares have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.  The company has agreed to file a registration
statement with the Securities and Exchange Commission covering the
resale of the common shares within 90 days.

"TOR Minerals has a number of exciting growth opportunities
throughout its worldwide operations, and this funding will enable
us to pursue these opportunities more aggressively," said Richard
Bowers, president and chief executive officer.  "We will use these
funds, in part, to improve liquidity, to expand the capabilities
of our Netherlands facilities, to improve the operating
efficiencies of our Corpus Christi Operations, and, pending
completion of market and economic evaluations, the possible
expansion of the Corpus Christi facility.  We will also use the
funds for working capital to help support the increased sales we
are experiencing in our HITOX(R) and ALUPREM(R) product lines."

TOR Minerals is a producer of natural titanium dioxide pigment and
specialty aluminas.  The Company is headquartered in Corpus
Christi, TX, and operates production facilities in Corpus Christi,
The Netherlands and Malaysia.

                         *    *    *

               Liquidity and Capital Resources

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

"The Company has experienced significant growth over the nine
months ended September 30, 2003, and anticipates this growth to
continue depending on market conditions, our ability to access
additional capital to finance this growth and other factors, some
of which are beyond our control. The growth has resulted in an
increase in the investment in working capital and capital
improvements which have strained the Company's liquidity and will
require substantial additional funds in the fourth quarter of 2003
in order for the Company to meet its current short term
obligations of which approximately $2,498,000 is due in the fourth
quarter 2003. We are currently negotiating with our financial
institutions to increase and restructure the Company's debt, as
well as seeking additional equity financing through a private
placement of Preferred Stock, but there can be no assurance that
we will obtain this financing or that it will be obtained on terms
favorable to the Company. If the Company is not able to obtain
additional capital, it will have to draw down on its existing
credit facilities and available cash in order to meet its maturing
short term obligations, and if these resources are not sufficient,
we will have to seek a deferral of our short term payment
obligations. This will in turn adversely affect the Company's
liquidity and its ability to finance its business plans."


TRANSDIGM INC: Provides Additional Info on FY 2003 Fin'l Results
----------------------------------------------------------------
TransDigm Inc. announced additional information regarding fiscal
year 2003 performance as well as guidance for fiscal year 2004.

The Company's 2003 reported revenues were up 18% from 2002.
Approximately one-fourth of this growth was due to the Norco
acquisition.  The most significant contributor to the balance of
the growth was the introduction and installation across the entire
Airbus fleet of our new proprietary cockpit security systems.

Excluding our new cockpit security retrofit, aftermarket revenues,
which make up the majority of our revenues, grew in 2003.
Commercial aftermarket revenue was up slightly while defense
aftermarket revenue was up significantly.  Total OEM revenues,
consistent with industry wide production rates, declined in 2003.
Regional/business jet OEM revenues were almost even with prior
year while commercial transport revenues continued to decline.

Fourth quarter 2003 revenues when compared to the first half of
fiscal year 2003 run rate, were negatively impacted by both a
reduction in cockpit security activity and softer commercial
aftermarket revenues.

Due to the completion of the retrofit portion of the Airbus
cockpit security activity, offset to a certain degree by
anticipated improvement in commercial aftermarket revenues, our
fiscal 2004 revenues are anticipated to be slightly below 2003
revenues.  As a result of our niche market positions, proprietary
products and focused value generation strategy, we anticipate
EBITDA As Defined (see Note 1) to be up modestly in 2004.

W. Nicholas Howley, Chairman, President and Chief Executive
Officer, commented: "I am proud of TransDigm's performance in the
third year of a difficult market environment.  The 2003 results
reconfirm the fundamental strength of our proprietary niche market
positions; our value focused operating strategy as well as our
ability to sell innovative new products in all phases of the
market cycle.  We are hopeful that 2004 will be the start of a
long awaited upturn in the commercial aerospace industry."

TransDigm Inc. (S&P, B+ Corporate Credit Rating, Stable Outlook)
is a leading supplier of proprietary, highly engineered power
systems and airframe components servicing the aerospace industry.
Major products include ignition systems components, gear pumps,
electromechanical controls, actuators, batteries/chargers,
engineered connectors, latches and lavatory hardware.


TRANSTECHNOLOGY: Dec. 28 Net Capital Deficit Narrows to $4 Mill.
----------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) reported net income and
income from continuing operations of $664 thousand or $.10 per
diluted share for the third quarter ended December 28, 2003
compared with income from continuing operations of $1.4 million or
$.23 per diluted share in the previous fiscal year.

Including losses from discontinued operations in the third quarter
of the prior fiscal year, the net loss a year ago was $1.7 million
or $.27 per diluted share. Net sales for the fiscal 2004 third
quarter increased 7.2% to $16.7 million from $15.6 million for the
corresponding period of last year.

For the nine months ended December 28, 2003, the company reported
sales of $49.1 million, an 18.9% increase from the prior year's
nine month sales of $41.3 million. Income from continuing
operations and net income for the nine months of the current
fiscal year was $1.9 million or $.28 per share. For the nine month
period of the prior fiscal year the company reported a loss from
continuing operations of $.4 million or $.07 per diluted share and
a net loss of $7.7 million or $1.24 per diluted share.

At December 28, 2003, the company's balance sheet shows a total
shareholders' equity deficit of about $4 million.

Robert L. G. White, President and Chief Executive Officer of the
Company, said, "Our business performed well in the third quarter
with sales above our forecasted level as well as those of last
year's third quarter. We expect to achieve the full year sales,
operating income and EBITDA targets of $64 million, $11 million
and $13 million respectively, which were established at the
beginning of fiscal year 2004.

"Operating income in the quarter was below last year's third
quarter primarily due to a change in the mix of products sold. In
this year's quarter there was a greater proportion of lower margin
new equipment while last year's quarter had a significant spare
parts component with substantially higher margin. This shift in
the mix of our products resulted in a gross margin of 41.9% in the
third quarter of this year, which, while higher than our general
target margin of 40%, was far below the 48.1% gross margin of last
year's third quarter.

"Results for the third quarter of this year also include
approximately $700 thousand of legal and other costs associated
with the ongoing investigation by the Newark, New Jersey office of
the U.S. Attorney of our overhaul and repair operation. As a
result, General, Administrative and Selling costs were $385
thousand, or 9.6% higher than those of last year's third quarter,
offsetting a $231 thousand decrease in corporate office expenses
between the periods. Fiscal 2004's third quarter results also
included $1.0 million of non-recurring gains resulting from the
sale of the remaining interest in our former UK subsidiary and the
collection in full of a $2.0 million note associated with that
sale and the sale of a parcel of real estate in Pennsylvania."

Joseph F. Spanier, Vice President, Chief Financial Officer and
Treasurer, said, "Our cash flow for the quarter was very strong,
allowing us to reduce current liabilities by $4.5 million while
our debt increased only $800 thousand, all of which was the result
of an accrual of payment-in-kind interest. The application of cash
generated through operations and non-recurring collections has
improved our working capital position dramatically during the
first nine months of this fiscal year. Our working capital
increased to $18.8 million at December 28 from $11.2 million at
the beginning of the fiscal year while inventory and accounts
receivable remain essentially unchanged.

"Earnings before interest, taxes, depreciation and amortization
(EBITDA), and without regard to the above non-recurring items for
the fiscal 2004 third quarter, was $3.3 million, approximately $1
million less than reported in the third quarter of last year. For
the fiscal 2004 nine months, EBITDA was $11.1 million compared to
$9.0 million during the same period last year.

"Our biggest financial hurdle remains the interest rate we are
paying on our $56 million of subordinated debt, which rose to 19%
on January 1st. Based upon negotiations with prospective lenders,
which have been delayed as a result of the U.S. Attorney's
investigation, we believe that our effective interest rate could
be reduced by 50% through a refinancing, saving the Company
$100,000 per week in interest expense and cash flow. We hope to be
able to move forward with the restructuring of our existing senior
and subordinated debt immediately upon the resolution of the U.S.
Attorney's review of our overhaul and repair operations."

Mr. White concluded, "Our primary goal right now is to maintain
our focus on doing the best possible job for our customers. We
have implemented many changes in our overhaul and repair
operations in response to weaknesses in documentation and process
controls and procedures that were identified in the preliminary
report of The Bradlau Group (the independent fact finding firm
that our Board of Directors engaged to review those operations).
Our ability to perform well during this quarter of uncertainty and
distraction reflects the pride and confidence of our entire
workforce as they focus upon meeting our commitments to our
customers. We continue to believe that the outlook for our Company
remains strong."

TransTechnology Corporation -- http://www.transtechnology.com/--
operating as Breeze-Eastern -- http://www.breeze-eastern.com/--
is the world's leading designer and manufacturer of sophisticated
lifting devices for military and civilian aircraft, including
rescue hoists, cargo hooks, and weapons-lifting systems. The
company, which employs approximately 180 people at its facility in
Union, New Jersey, reported sales from continuing operations of
$55.0 million in the fiscal year ended March 31, 2003.


TRUMP HOTELS: Supports Ill. Riverboat License for South Suburbs
---------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc. (NYSE: DJT) announced it's
decision not to participate in the bidding process to merge with
the bankrupt Emerald Casino, Inc. as a means of acquiring an
Illinois riverboat license.

THCR has aligned with the South Suburban communities of Crestwood,
Riverdale, Blue Island, Ford Heights, Alsip, Midlothian, Posen,
Robbins, Calumet Park and Phoenix, and supports the efforts of the
South Suburban communities to develop a riverboat casino to be
located in Crestwood. THCR believes that the gaming taxes and job
creation from a Crestwood riverboat would do much to bolster the
economy of the South Suburbs.

Several factors compel THCR to conclude that an alternative means
of obtaining a riverboat license for the South Suburbs is
necessary. The bidders for Emerald Casino are expected to include
developers seeking to locate riverboats in Rosemont, Des Plaines
and Waukegan. A riverboat located in the South Suburbs, an
economically depressed area better meeting the criteria
established by the Illinois legislature, can not generate as much
revenue as a casino located in the more affluent suburbs. As a
result, THCR's commitment to the South Suburbs places it at a
competitive disadvantage to other bidders in the Emerald Casino
bankruptcy. In addition, the South Suburban communities have not
as yet reached agreement with the Metropolitan Water Reclamation
District, the owner of the proposed site in Crestwood, making it
impossible for THCR to submit the "binding commitment" required by
the Emerald Casino bankruptcy court bidding process.

Commenting on the THCR decision, Chairman Donald Trump said, "We
have been urged to submit a bid for Emerald Casino simply as a way
to publicize our support of the South Suburban communities.
However, rather than submitting a non-conforming bid for a
bankrupt company, we will continue to work with the South Suburban
communities in an effort to obtain a riverboat license for a
Crestwood riverboat."

THCR, through its wholly-owned subsidiaries, owns and operates
Trump Plaza Hotel and Casino, Trump Taj Mahal Casino Resort and
Trump Marina Hotel Casino in Atlantic City, New Jersey, as well as
Trump Casino Hotel in Gary, Indiana. The Company, through a
wholly-owned subsidiary, also manages Trump 29 Casino located near
Palm Springs, California.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B-' corporate credit and
senior secured debt ratings to Trump Casino Holdings LLC, the
newly formed parent company of Trump Marina Associates L.P.
(formerly Trump Castle Associates L.P.), Trump Indiana Inc., and
Trump Management Services LLC.

Standard & Poor's also assigned its 'B-' rating to the new $420
million first priority mortgage notes due March 15, 2010, and its
'CCC' rating to the new $50 million second priority mortgage notes
due September 15, 2010, that will be jointly issued by TCH and its
subsidiary, Trump Casino Funding Inc. Moreover, an affiliate of
TCH has agreed to purchase an additional $15 million aggregate
principal amount of second priority mortgage notes. The outlook is
stable.

At the same time, Standard & Poor's placed its 'CCC' corporate
credit rating for TCH affiliate, Trump Atlantic City Associates,
on CreditWatch with positive implications.


TV AZTECA: Board Nixes $40-Mill. Offer for Rights to Channel 40
---------------------------------------------------------------
TV Azteca, S.A. de C.V. (NYSE: TZA) (BMV: TVAZTCA), one of the two
largest producers of Spanish-language television programming in
the world, announced that its board of directors unanimously
rejected an offer from Isaac Saba, a prominent Mexican
businessman, to pay TV Azteca US$40 million in exchange for TV
Azteca's rights to purchase 51% of the equity of Televisora del
Valle de Mexico, the licensee of Channel 40 -- a UHF channel that
covers Mexico City -- as well as to liquidate debts of CNI with TV
Azteca.

As previously informed, since 2000, there has been litigation
between TV Azteca and CNI Channel 40, and between TV Azteca and
Javier Moreno Valle, President of CNI, for breach of contract by
Mr. Moreno Valle for failure to honor TV Azteca's equity option,
complemented by CNI's failure to pay its debts to TV Azteca.

At the end of 1998, TV Azteca formalized a 10-year strategic
alliance with CNI Channel 40 and Mr. Moreno Valle, through which
both companies would share the operating cash flow generated by
Channel 40, in exchange for which TV Azteca would, among other
things, provide programming to the channel and sell advertising
time for several years. In addition, it was agreed that TV Azteca
had the option to purchase the 51% equity stake, at a total
enterprise value of US$100 million, with certain yearly increases.

As part of the agreement, TV Azteca authorized payments of US$25
million to CNI Channel 40, which included US$15 million as an
advance on its 50% share of the EBITDA expected to be generated
over the first three years of operation and a US$10 million loan,
at the signing of the contract.

In December of 2002, TV Azteca received a favorable award from the
International Court of Arbitration, declaring that the option
agreement and the strategic alliance are valid and enforceable
against Mr. Moreno Valle. Nevertheless Mr. Moreno Valle has
refused to honor the award.

As part of its efforts to settle, TV Azteca analyzed the proposal
of Mr. Saba; however, TV Azteca considers that the opportunity
cost of receiving the US$40 million is too high because it would
imply abandoning the possibility of operating an upscale channel
in Mexico City in the future. Thus, the company prefers to
continue preserving its rights under the contracts signed by
Channel 40.

The company noted its previously announced six-year plan for uses
of cash does not contemplate receiving the US$40 million, and the
company ratifies its commitment to continue with the plan as has
been disclosed. The cash plan entails distributions to
shareholders of over US$500 million and TV Azteca debt reduction
of approximately US$250 million by 2008.

TV Azteca is one of the two largest producers of Spanish-language
television programming in the world, operating two national
television networks in Mexico, Azteca 13 and Azteca 7, through
more than 300 owned and operated stations across the country. TV
Azteca affiliates include Azteca America Network, a new broadcast
television network focused on the rapidly growing US Hispanic
market, and Todito.com, an Internet portal for North American
Spanish speakers.

                         *     *     *

As previously reported, Fitch Ratings assigned a 'B+' senior
unsecured rating to TV Azteca S.A. de C.V. The Rating Outlook is
Stable.

The rating applies to $125 million 10.375% senior notes due 2004,
$300 million 10.5% senior notes due 2007, and $122 million of
long-term loans.

TV Azteca's ratings are based on the company's solid business
position, strong cash flow from its Mexican TV broadcasting
business, leveraged financial position, near term liquidity and
refinancing needs, and the indirect burden of debt at parent
company Azteca Holdings in the form of associated dividend
required to service this debt.


UNITED AIRLINES: OurHouse Seeks Stay Relief to Pursue Claim
-----------------------------------------------------------
United New Ventures, Inc., is the predecessor to United Loyalty
Services.  Before the Petition Date, OurHouse filed a complaint
against United New Ventures before the Circuit Court of Cook
County, Illinois.  The lawsuit relates to ULS's "wrongful"
conduct in connection with the acquisition of MyPoints.com, Inc.

OurHouse and ULS entered into an agreement to jointly acquire
MyPoints.  OurHouse was to receive a valuable package of MyPoints
perpetual marketing rights.  MyPoints valued one component of
this package at $50,000,000.

Steven M. Hartmann, Esq., at Freeborn & Peters, says that ULS
induced OurHouse to acquiesce to changes to the deal and forego
its own attempts to acquire MyPoints by assuring OurHouse that it
would still receive the package of marketing rights described in
the agreement.  Instead, ULS proceeded with the MyPoints
acquisition and absconded with OurHouse's corporate opportunity
by refusing to provide the contractually stipulated marketing
rights post-acquisition.

Mr. Hartmann says that by cutting OurHouse out of the MyPoints
transaction and failing to deliver the marketing rights, ULS
breached its contractual obligations, committed fraud, tortiously
interfered with OurHouse's business expectancy and unjustly
enriched itself at OurHouse's expense.  OurHouse seeks
$150,000,000 for direct and foreseeable consequential damages, as
well as punitive damages.

Since the United Airlines Debtors filed for bankruptcy, OurHouse
has held a substantial unliquidated claim against ULS, which
constitutes a substantial portion of the total unsecured claims
against the ULS bankruptcy estate.  Mr. Hartmann suspects that,
although these cases are being jointly administered, ULS was
solvent at the Petition Date.  Accordingly, OurHouse is entitled
to full payment of its claim against ULS.

OurHouse asks Judge Wedoff to lift the automatic stay, pursuant
to Section 362(d) of the Bankruptcy Code, to permit the Circuit
Court to liquidate its Claim.  The Circuit Court is intimately
familiar with this matter, having presided over it for a lengthy
period of time.  Discovery was substantially completed before the
ULS bankruptcy filing stayed the case.  Remaining discovery could
be completed in a short time and the case could be ready for
trial in short order. (United Airlines Bankruptcy News, Issue No.
36; Bankruptcy Creditors' Service, Inc., 215/945-7000)


UNITED STEEL: Court Okays Wollmuth Maher as Bankruptcy Attorneys
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave its
nod of approval to United Steel Enterprises, Inc.'s application to
retain and employ Wollmuth Maher & Deutsche LLP as attorneys to
guide the company through a chapter 11 restructuring.

The Debtor expects Wollmuth Maher to:

     a. advise the Debtor with respect to its powers and duties
        as a debtor-in-possession in the management of its
        estate;

     b. assist in the preparation of the disclosure statement
        and plan of reorganization;

     c. negotiate with the Debtor's creditors and taking the
        necessary legal steps to confirm and consummate a plan
        of reorganization;

     d. prepare on behalf of the Debtor all necessary motions,
        applications, answers, proposed orders, reports and
        other papers to be filed by the Debtor in this matter;

     e. appear before the Bankruptcy Court to represent and
        protect the interests of the Debtor and its estate; and

     f. perform all other legal services for the Debtor that may
        be necessary and proper for its effective reorganization
        or liquidation, as well as other professional services
        customarily required, and such litigation services as
        may be required.

Paul R. DeFilippo, Esq., a member of Wollmuth Maher, tells the
Court that the Firm does not represent or hold an interest adverse
to the Debtor or its estate and is a disinterested person within
the meaning of Sections 101(14) and 327(a) of the Bankruptcy Code.

Mr. DeFilippo further reports that the firm will charge at its
usual hourly rates in similar services.  Wollmuth Maher's current
hourly rates are:

          Partners            $385 to $500 per hour
          Associates          $200 to $375 per hour
          Paraprofessionals   $95 to $115 per hour

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: Enters Stipulation Allowing $2.4MM PBGC Admin. Claim
----------------------------------------------------------------
On May 14, 2003, the Pension Benefit Guaranty Corporation filed
Claim Nos. 5627, 5628, 5629, 5630, 5631, 5632, 5633 and 5634,
each asserting an administrative claim against each Reorganized
US Airways Debtor for $2,434,945.  On September 26, 2003, the
Reorganized Debtors objected, asserting that the Claims were
duplicative.

To settle the matter, the parties agree that Claim Nos. 5627,
5628, 5629, 5630, 5631, 5633 and 5634 will be withdrawn.  Claim
No. 5632 is allowed as an administrative claim for $2,434,945. (US
Airways Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG: Picks Transora to Synchronize Data with Hardlines Retailers
----------------------------------------------------------------
Judith Sprieser, chief executive officer of Transora, the leading
provider of data synchronization solutions, announced that USG
Corporation, a Fortune 500 company specializing in gypsum-based
building products, has chosen Transora's data synchronization
solutions to synchronize data with key customers including Home
Depot, Lowe's and Ace Hardware.

According to a study sponsored by the Global Commerce Initiative
and produced by Cap Gemini Ernst & Young, global data
synchronization can provide a significant improvement to the
bottom lines of retailers and suppliers committed to data
synchronization. Hardlines retailers such as Home Depot, Lowe's
and Ace are now requesting that their suppliers support data
synchronization as a means to standardize how item information is
exchanged.

When making its decision regarding how to move forward with data
synchronization, USG wanted a provider that not only had a proven
data synchronization track record, but one that would work with
them each step of the way from training and education to testing
and implementation. In addition, because data synchronization is
rapidly evolving, USG wanted a provider that is engaged with the
ongoing efforts of the VICS Item Synchronization Implementation
Sub-Committee so that any relevant standards will be incorporated
into generally available solutions for use by the Hardlines
industry. Transora exceeded all of these criteria.

"Transora clearly demonstrated that they not only had the depth
and breadth of services to fully manage our data synchronization
program, but that they also have invaluable industry knowledge and
data synchronization expertise to ensure our long-term strategy
will be successful," said Laura Hunter, LinX Project Manager for
USG. "Transora actively participates along with USG and other
manufacturers and retailers on the VICS Hardlines Item
Synchronization and Implementation Planning Committees and is
playing a valuable role in pushing for rapid adoption of data
synchronization across the Hardlines industry. We feel confident
that we are not only utilizing superior technology, but that
Transora's solutions will augment the value of our internal
customer service systems' investments and allow us to offer our
customers reliable and timely product information to meet their
own merchandising needs."

"USG has taken a proactive approach to data synchronization and by
choosing Transora is well positioned to gain a leadership position
in the Hardlines industry," said Ken Fleming, President and COO of
Transora. "Leading retailers including Home Depot, Lowe's and Ace
Hardware are aggressively moving forward with data synchronization
and Transora is committed to ensuring our customers reap the full
benefits of their investment knowing that all standards and
compliance requirements are met - both today and for the long
term."

USG Corporation is a Fortune 500 company with subsidiaries 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 more information about USG Corporation, visit
the USG home page at http://www.usg.com/

Transora is a standards-based, e-commerce software and services
company specializing in data synchronization and collaborative
commerce technologies that facilitate trade efficiencies, reduce
the cost of commerce and streamline trading relationships among
manufacturers, suppliers and retailers. With headquarters in
Chicago, Transora's global operations include regional offices in
Birmingham (UK), Sao Paolo and Mexico City. To find out more about
Transora, visit http://www.Transora.com/


VSOURCE INC: Sells 6.58% Malaysian Unit Stake for about $1.6MM
--------------------------------------------------------------
On December 30, 2003, Vsource, Inc. entered into an agreement with
JMF Asset Management Sdn Bhd and Strait Investments Limited.
Pursuant to the terms and conditions of the Sale and Purchase
Agreement, Vsource will sell an aggregate of 6.58% of the issued
and outstanding share capital of its wholly-owned subsidiary
Vsource (Malaysia) Sdn Bhd to the Investors for total
consideration of Malaysian Ringgit 6.04 million (approximately
US$1.6 million).

Such sale was contemplated under the terms of the sale and
purchase agreement entered into on December 11, 2003 (the
"Symphony Agreement") between Vsource and Symphony House Berhad,
which contemplated the sale of up to 8.98% of the issued and
outstanding share capital of Vsource Malaysia in addition to the
30.34% purchased by Symphony House under the Symphony Agreement.

The parties intend to complete the sale under the Sale and
Purchase Agreement  simultaneously with the completion of the sale
under the Symphony Agreement, which is expected to take place by
January 31, 2004.

Vsource, Inc., headquartered in La Jolla, Calif., provides
customized business process outsourcing services to clients
worldwide.  Under Vsource Client Outsourcing Solutions, Vsource
delivers superior BPO solutions to Fortune 500 and Global 500
organizations.  Vsource COS include: Human Resource Solutions,
Warranty Solutions, Sales Solutions, and Vsource Foundation
Solutions, which include Customer Relationship Management,
Financial Services, Travel and Expense Claims, and Supply Chain
Management.  Under Vsource Human Capital Management solutions,
Vsource delivers Fortune 500 reliability to small and medium-sized
businesses in the U.S.  HCM solutions include: HR Management,
Health & Welfare, Administrative Services, and Risk Management.
For more information, logon to: http://www.vsource.com/

At July 31, 2003, Vsource balance sheet shows a total
shareholders' equity deficit of about $2.6 million.


W-MC, LLC: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: W-Mc, LLC
        2511 Building B
        Nasa Road 1, Suite 101
        Houston, Texas 77586

Bankruptcy Case No.: 04-30516

Chapter 11 Petition Date: January 5, 2004

Court: Southern District of Texas (Houston)

Judge: William R. Greendyke

Debtor's Counsel: Jack Eaton Withem, Esq.
                  Attorney at Law
                  13201 NorthWest Freeway Suite 512
                  Houston, TX 77040
                  Tel: 713-983-9755
                  Fax: 713-849-9240

Total Assets: $3,830,866

Total Debts:  $11,636,269

Debtor's 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Franchise Mortgage            Mortgage                $4,900,000
Acceptance Company                             Value: $3,700,000

Star Fuels                    Contractual                     $0

Shepherd Southwest            Contractual                     $0

Char Inc.                     Contractual                     $0


WEIRTON STEEL: Enters Global Settlement Agreement with US Steel
---------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Weirton Steel Corporation asks the Court to approve a
global settlement agreement and a postpetition commercial
arrangement between the Debtor and U.S. Steel Corporation, which
will guarantee the Debtor a supply of the two major ingredients
in its blast furnace operations -- screened metallurgical blast
furnace coke and iron oxide pellets -- through December 2005.  If
approved, the settlement will also resolve various pending
disputes between the Debtor and U.S. Steel presently before the
Court.

         The Debtor's Current Coke and Pellet Agreements

James H. Joseph, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, tells the Court that the Debtor's operations do not
internally provide a source of Coke or Pellets for operations as
the Debtor does not own, lease or hold an interest in coal mines,
ore mines, pellet making facilities, or coke batteries.
Consequently, the Debtor is required to obtain 100% of its Coke
and Pellet requirements from third party suppliers.  On an
annualized basis, the Debtor is typically required to purchase
1,200,000 tons of Coke and 3,500,000 tons of Pellets.

The Debtor is a party to a Coke Sale Agreement with U.S. Steel,
dated December 6, 1996, and recently amended as of January 31,
2003.  The current U.S. Steel Coke Supply Agreement provides,
inter alia, for U.S. Steel to supply the Debtor:

   * 750,000 natural net tons of coke for 2003, plus or minus 5%
     pro rata per calendar quarter, at a fixed price per net ton
     FOB loaded rail car, Clairton Works.  This amount of
     guaranteed Coke supply from U.S. Steel for 2003 represents
     65% of the Debtor's Coke requirements, assuming a 2003 Coke
     requirement by the Debtor of 1,150,000 tons; and

   * 850,000 natural net tons of Coke for 2004, plus or minus 10%
     pro rata per calendar quarter, at a price based on market
     price, which is to be determined during October 2003.  The
     2004 quantity of guaranteed Coke supply from U.S. Steel
     represents 71% of the Debtor's projected Coke requirements
     for 2004 assuming an annual Coke requirement by the Debtor
     of 1,200,000 tons.

The Debtor is also a party to a Coke Purchase Agreement with
Koppers Industries, Inc. dated as of November 21, 2001, and
amended September 10, 2002.  The Koppers Coke Supply Agreement
provides for Koppers to supply the Debtor 30,000 net tons of Coke
per month.  This amount represents 31% of the Debtor's Coke
requirements for 2003, assuming an annual Coke requirement by the
Debtor of 1,150,000 tons.

The Koppers Coke Supply Agreement was for a one-year term --
January 1, 2002 through December 31, 2002 -- and was amended to
extend through calendar year 2003.  The Koppers Coke Supply
Agreement will continue year-to-year unless terminated by written
notice given by either party no later than August 1 of the
preceding year.  On July 29, 2003, Koppers provided the Debtor a
written notice of its termination of the Koppers Coke Supply
Agreement effective December 31, 2003.  The Debtor attempted to
negotiate contractual terms with Koppers for additional supply of
Coke, but has been unsuccessful.  However, Koppers does supply
Coke to the Debtor on a spot basis as and when Koppers has
additional Coke available for sale.

The Debtor is also a party to a Pellet Sale and Purchase
Agreement with Cleveland-Cliffs Iron Company, dated September 30,
1991, as amended from time to time.  The Cliffs Pellet Supply
Agreement requires Cleveland-Cliffs to supply the Debtor, and the
Debtor to purchase from Cleveland-Cliffs 100% of its annual
Pellet requirements through December 31, 2008.  Pricing for the
Pellets under the Cliffs Pellet Supply Agreement is tiered based
on the location from which the Pellets are shipped and the
quantity of Pellets the Debtor purchased.  In December 2003, the
Court authorized the Debtor to execute an amended pellet supply
agreement with Cleveland-Cliffs so that during 2004 and 2005,
Cleveland-Cliffs will not provide the Debtor 100% of the Debtor's
pellet requirements, but instead, approximately 67% of the
Debtor's pellet requirements on credit at a fixed price.

                     Disputes with U.S. Steel

A. The U.S. Steel Claim

   The U.S. Steel Coke Supply Agreement provides for credit terms
   for 30 days net.  As of the Petition Date, U.S. Steel asserted
   a claim for $13,020,687 against the Debtor for Coke supplied
   but not paid.

B. The Demand Letter

   On May 20, 2003, U.S. Steel based on its belief of its rights
   under the Uniform Commercial Code, sent the Debtor a Demand
   Letter, advising the Debtor of U.S. Steel's intention to
   suspend shipments under the Coke Supply Agreement unless the
   Debtor immediately provided U.S. Steel a wire transfer payment
   for $1,842,750, representing payment in advance for
   approximately seven days of Coke shipments.  The Demand Letter
   further provided for continuing wire transfer payments in
   advance by the Debtor on a weekly basis, on the first work day
   of the week, representing cash in advance for estimated Coke
   shipments in each week.  Thus, since the Petition Date, the
   Debtor issued wire transfer payments to U.S. Steel in advance
   of Coke shipments.

C. Motion to Compel Payment

   On June 2, 2003, U.S. Steel asked the Court to compel the
   Debtor to immediately pay $1,059,710 for Coke allegedly
   supplied to the Debtor within 10 days of the Petition Date.
   Subsequently, the Debtor objected to U.S. Steel's request and
   asserted that all of the Coke subject to the Reclamation
   Demand had been consumed by the Debtor prior to its receipt of
   the Reclamation Demand, and to the extent that the Court could
   not conclude that the Coke had been consumed, asked the Court
   to defer any ruling on U.S. Steel's request until reclamation
   procedures had been established.

C. Motion to Compel Assumption or Rejection

   On June 3, 2003, U.S. Steel asked the Court to establish
   July 19, 2003 as the date by which the Debtor must determine
   whether to assume or reject the U.S. Steel Coke Supply
   Agreement.  The Debtor objected and asserted that it was
   premature to require its bankruptcy estate to assume or reject
   the Coke Supply Agreement before the Debtor had fully
   developed a plan to emerge from Chapter 11 protection.

D. Request for Adequate Assurance

   The Debtor also submitted a Request for Determination of
   Adequate Assurance, asserting that the Court should enforce
   the terms of the Coke Supply Agreement and compel U.S. Steel
   to provide 30-day payment terms to the Debtor, provided that
   the Debtor established adequate assurance for U.S. Steel's
   benefit in the form of minimum liquidity requirements and a
   maximum credit cap.

Mr. Joseph reports that the Debtor and U.S. Steel met on numerous
occasions and routinely communicated in an effort to resolve the
legal and commercial disputes between the parties and address, to
the greatest extent possible under the circumstances, the
Debtor's fuel and raw material requirements into the future.

                    Settlement with U.S. Steel

As a result of extensive negotiations, the parties reached a
commercial agreement for the supply of Coke and Pellets by U.S.
Steel.  The salient terms of the Settlement Agreement with U.S.
Steel are:

   (a) U.S. Steel will supply the Debtor 850,000 natural tons of
       Coke for calendar year 2004, plus or minus 10% by mutual
       agreement, at a price agreed upon by the Debtor and U.S.
       Steel per net ton FOB loaded rail car, Clairton Works.
       U.S. Steel will supply the Debtor 850,000 natural net tons
       of Coke for calendar year 2005, plus or minus 10% by
       mutual agreement, at the then current market price;

   (b) U.S. Steel will supply the Debtor approximately 1,000,000
       tons of Pellets for year 2004 and 2005, at 64.04% typical
       Fe content, net ton FOB lower lakes port.  The price of
       Pellets to be shipped in 2004 is based on certain year
       2003 shipment prices of U.S. Steel adjusted by the
       percentage change in the world price, adjustment capped
       at +/- 7%, and the price of Pellets to be shipped in 2005
       is the year 2004 shipment price adjusted by the percentage
       change in the world price adjustment capped at +/- 7%.
       All Pellets will be delivered on a consignment basis,
       and the Debtor will schedule the release of Pellets on a
       basis consistent with the usage of approximately 1,000,000
       tons per year and be invoiced by U.S. Steel at the time of
       release;

   (c) The Debtor will pay $12,875,444 to U.S. Steel as
       consideration for amending the Coke Supply Agreement in
       seven weekly installments of $1,750,000 per week and a
       final weekly installment of $625,444, with each weekly
       installment to be paid via wire transfer in equal payments
       on Tuesday and Friday of each week.  If the Debtor assumes
       the Coke Supply Agreement, the total cure amount will be
       limited to the Amendment Consideration and U.S. Steel will
       retain an unsecured claim for any difference between its
       current prepetition claim and the Amendment Consideration;

   (d) U.S. Steel will extend payment terms of 30 days on the
       supply of Coke and Pellets, subject to a credit limit
       equal to the Amendment Consideration paid.  The Debtor
       will pay invoices, via weekly wire transfer, to keep the
       balance owing U.S. Steel from exceeding the Amendment
       Consideration paid;

   (e) U.S. Steel will release the Debtor from its reclamation
       claims, and withdraw its Reclamation Motion and Motion to
       Compel.  The Debtor will withdraw its Adequate Assurance
       Request and release all avoidance action claims against
       U.S. Steel;

   (f) The Debtor's right to assign the Amended Coke Supply
       Agreement is conditioned on U.S. Steel's receipt of the
       total Amendment Consideration, and U.S. Steel's right to
       adjust the Coke and Pellet pricing thereunder to "market
       price" as of the effective date of the assignment; the
       adjustment to be determined in the manner provided in the
       Amended Coke Supply Agreement between the parties; and

   (g) The Debtor may, on 30 days' written notice, terminate the
       Amended Coke Supply Agreement in the event it emerges from
       bankruptcy and does not continue its blast furnace
       operations.

There currently exists a shortage of between 2,000,000 to
3,000,000 tons of Coke available to domestic steel producers when
compared to domestic consumption of Coke by integrated producers
of steel, due to the shutdown of several domestic and foreign
Coke batteries in the U.S. and China.  Mr. Joseph relates that
the Amended Supply Agreement with U.S. Steel will provide the
Debtor a reliable and significant source of Coke in a tight
market.

Mr. Joseph also notes that it questionable whether the Debtor
would prevail in its disputes with U.S. Steel.  In any event,
litigation would not provide the bankruptcy estate with the
necessary long-term benefits of guaranteed blast furnace
ingredients through 2005.  The most the Debtor could hope to
achieve in litigation is Coke supply through 2004.  The expense
and inconvenience of the litigation, Mr. Joseph says, favors
settlement, and the delay necessarily attendant to it practically
mandates settlement, in light of the Debtor's tight schedule in
its pursuit of Byrd Bill financing.

The settlement of the various underlying controversies with U.S.
Steel is important because the Debtor must have an amicable
relationship with its largest supplier, not an adversarial
relationship.  "Moreover, multi-year agreements with multi-
million dollars in cost savings are necessary elements to exit
financing and emergence from Chapter 11," says Mr. Joseph.
(Weirton Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WESTERN GAS: Will Publish Q4 and Year-End 2003 Results on Feb 19
----------------------------------------------------------------
Western Gas Resources, Inc. (NYSE: WGR) will release its fourth
quarter and year end 2003 earnings results at 7:00 a.m. Eastern
time on Thursday, February 19, 2004.  Western invites you to
listen to its fourth quarter and year end conference call via
telephone or live Webcast on Thursday, February 19, 2004 at 11:30
a.m. Eastern, 9:30 a.m. Mountain time.

To listen via telephone, dial (719) 457-2600 five to ten minutes
before the start of the call.  A replay will be available through
midnight, February 25, 2004, by dialing (719) 457-0820, pass code
768922.

The live conference call may also be accessed on the Internet by
logging onto Western's Web site at http://www.westerngas.com/
Select Financial/Investor Information, then the Current News
option on the menu.  Log on at least ten minutes prior to the
start of the call to register, download and install any necessary
audio software.  An audio replay of the call will also be
available on the Web site through February 29, 2004.

Western Gas Resources (Fitch, BB+ Senior Subordinated Debt and BB
Preferred Share Ratings, Stable) is an independent natural gas
explorer, producer, gatherer, processor, transporter and energy
marketer providing a broad range of services to its customers from
the wellhead to the sales delivery point.  The Company's producing
properties are located primarily in Wyoming, including the
developing Powder River Basin coal bed methane play, where Western
is a leading acreage holder and producer.  The Company also
designs, constructs, owns and operates natural gas gathering,
processing and treating facilities in major gas-producing basins
in the Rocky Mountain, Mid-Continent and West Texas regions of the
United States.  For additional Company information, visit
Western's Web site at http://www.westerngas.com/


WICKES INC: Files for Chapter 11 Protection in N.D. of Illinois
---------------------------------------------------------------
Wickes Inc. (OTCBB:WIKS), a leading distributor of building
materials and manufacturer of value-added building components,
filed a voluntary petition for reorganization under Chapter 11 of
the U.S. Bankruptcy Code to facilitate a restructuring of the
Company's debt.

The petition was filed in the U.S. Bankruptcy Court for the
Northern District of Illinois.

In conjunction with the filing, Wickes has received a commitment
for $100 million in new debtor-in-possession (DIP) financing,
which will replace Wickes' current senior credit facility. Upon
Bankruptcy Court approval and execution of definitive agreements,
the DIP financing will provide funding for the Company's ongoing
operations.

"Wickes has been operating with a highly leveraged balance sheet
for many years," said Jim O'Grady, President and Chief Executive
Officer of Wickes. "Our balance sheet problems have been
exacerbated by the fact that, in recent years, we've strayed away
from our core businesses and made significant capital expenditures
on non-core businesses," he said. "We simply could not continue to
operate effectively with our high debt levels and we made every
effort to work with our banks and bondholders to restructure our
debt out of court. However, these efforts were unsuccessful."

On Jan. 12, Wickes announced that it had terminated its exchange
offer with respect to its 11-5/8% Senior Subordinated Notes due to
the fact that the Company did not receive a sufficient percentage
of tenders. "When we determined that we would be unable to
complete the exchange offer, Wickes' senior management team and
our Board of Directors carefully examined all of our options. We
collectively concluded that Chapter 11 reorganization is the best
course for Wickes," said O'Grady. "The decision to seek protection
under Chapter 11 will allow Wickes to restructure its balance
sheet in a controlled and efficient forum while we continue to
operate our businesses."

O'Grady said that the Company intends to use the protections
afforded by the Chapter 11 process to de-leverage its balance
sheet while it continues to reorganize and refocus its operations.
"Since the beginning of 2003 we have taken a number of steps to
strengthen our balance sheet, improve our operations and refocus
on our core businesses," said O'Grady. "We have reduced and better
managed our costs. We have improved sales, profitability and
employee productivity by returning the Company to a more
traditional operating structure. Finally, we have changed our
corporate culture in a manner that will allow our employees to
focus more on building business relationships and providing our
customers with an even higher quality of service than before,"
said O'Grady. "At the same time, we have been analyzing our
business and identifying which of our assets are core vs.
non-core. Based on those analyses, we have discontinued our
non-essential programs and have been selling some of our
non-strategic assets where we can realize good value for those
assets or for other strategic reasons.

"Having already made great strides in reorganizing and refocusing
our operations, we are now able to work on restoring our financial
stability and ensuring our long-term financial health. With much
of our operational improvements already in place, Wickes is well
positioned to take advantage of the true value of our businesses
and emerge from Chapter 11 as a strong, profitable company," said
O'Grady.

During the Chapter 11 proceedings, Wickes will continue to operate
in the ordinary course of business. The Company said that it
expects to receive Court approval to, among other things, continue
payment of pre-petition and post-petition wages, salaries,
incentive plans, and medical, dental, disability, vacation and
most other benefits. The Company has sufficient financing to meet
its ongoing obligations and intends to continue doing business
with its customers and vendors in the same manner as before.

"We appreciate the ongoing loyalty and support of our employees,"
said O'Grady. "Their dedication and hard work are critical to our
success and integral to the future of the Company. I would also
like to thank our customers, vendors and business partners for
their continued support during this process," he added.

"The decision to file for Chapter 11 was made reluctantly by our
management team and our Board of Directors after we realized that
we had no other viable option for resolving our financial
situation. Now we are committed to making this reorganization
successful and leading Wickes towards a brighter future."

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.


YOUTHSTREAM MEDIA: Joseph Corso Jr. Discloses 8.53% Equity Stake
----------------------------------------------------------------
Joseph Corso Jr. beneficially owns, with sole voting and
dispositive powers, 3,400,000 shares of the common stock of
YouthStream Media Networks, Inc.  The amount represents
8.53% of the outstanding common stock of the Company.

YouthStream Media Networks, Inc., operates a retail business,
Beyond the Wallr (also known as Trent Graphics), which sells
decorative wall posters and related items through a chain of
retail stores and on-campus sales events.

The company's June 30, 2003, balance sheet reports a working
capital deficit of about $2.4 million while its total
shareholders' equity loss tops $10.9 million.


* AEG Partners Opens New York Office Led by Warner A. Fite
----------------------------------------------------------
Further expanding its national reach, AEG Partners LLC, the
premier strategic advisory and turnaround firm to distressed
middle market companies, yesterday announced its expansion into
the Eastern United States with the opening of a New York office
led by Warner A. Fite.

Part of its strategic expansion in 2003, AEG's opening of an
office in New York complements the firm's commitment to providing
clients with access to the active, hands-on involvement of senior-
level partners in all geographic markets.

Mr. Fite, who has been appointed to the position of Managing
Director and Head of the New York office, has considerable
experience in financial restructurings, with over twenty years of
experience specializing in turnarounds, workouts, and other
financial transactions.  Prior to joining AEG, Mr. Fite was the
Principal of Austerlitz Management, L.L.C., where he successfully
completed financial restructurings for private equity-sponsored
businesses, and served as the Chief Executive Officer and Chief
Financial Officer of companies in transition.

The appointment of Mr. Fite is the second senior-level addition to
AEG Partners within the past few months.  Earlier this year, the
firm recruited former Roll International executive and Latham &
Watkins partner, Robert Kors, to lead AEG's West Coast presence.

"We are delighted to welcome Warner Fite to the AEG Partners
team," said Craig Dean, principal and AEG Partners Managing
Director.  "Warner's appointment firmly reflects our mission to
provide expert, superior counsel to our clients across all key
markets.  His extensive experience and respected reputation within
the turnaround, restructuring and investment banking community
will translate into tremendous value for our clients."

Prior to his work at Austerlitz Management, Mr. Fite was Senior
Vice President of Merrill Lynch Interfunding Inc., responsible for
working out a $1.3 billion portfolio of mezzanine debt and private
equity investments. He has also served as Vice President and
Limited Partner of Merrill Lynch Capital Partners, Inc.

"I am very excited to be joining forces with AEG," said Mr. Fite.
"The firm's commitment to providing clients with unparalleled
depth, coupled with its broad-reaching capabilities, has broken
the traditional model, enabling the firm to deliver the highest
level of value and quality to clients."

AEG Partners' New York office can be reached at (212) 792-2178.
Warner Fite can be reached directly at wfite@AEGPartners.com

                        About AEG Partners

AEG Partners is the premier strategic advisory firm to distressed
middle market companies. The firm provides reliable, independent,
senior-level counsel that quickly secures the support of key
decision makers. AEG combines seasoned operational expertise with
a strong results focus to accurately identify and implement the
recovery and re-capitalization strategies necessary to improve
performance and drive stakeholder value.  The firm maintains
offices in New York, Chicago and Los Angeles. For additional
information, please visit http://www.aegpartners.com/


* Plante & Moran Finalizes Merger with Gleeson Sklar in Chicago
---------------------------------------------------------------
Plante & Moran, PLLC, a leading regional public accounting and
consulting firm in the Midwest, is moving full speed ahead with an
aggressive growth strategy to further position it as the
professional services firm of choice for middle market businesses
in the Great Lakes region. The firm announced a merger with the
highly respected Chicago-based accounting firm of Gleeson, Sklar,
Sawyers and Cumpata. This merger will create the 10th largest
accounting firm in the US. The combined firm, operating as Plante
& Moran, will include 18 offices, including three Illinois
locations, 1300 staff members & combined revenues of $191 million.

Bill Hermann, CPA, Plante & Moran's Managing Partner, says the
firm's newly extended geographic reach builds on the firm's 80
years of growth in Michigan and Ohio.

"Our merger with GSS&C is an entree into one of the nation's
largest markets. We'll build on GSS&C's 37 years in the Chicago
area, and Plante & Moran's 80 years building and growing in
Michigan and Ohio, to create a dynamic client-focused business
advisory firm that is committed to grow in the Chicago area."

George Cumpata, CPA, Managing Partner of GSS&C, will continue to
lead the Illinois region. He acknowledges the growing trend of
smaller firms partnering with larger regional firms to expand
client service capabilities.

"Depth of targeted industry services has been the cornerstone of
GSS&C since its founding," explains Cumpata. "Merging our
capabilities with Plante & Moran, however, takes us to an even
higher level and we know that our clients and staff will benefit
greatly from the intellectual resources and cumulative experience
that a larger firm provides."

The merger with GSS&C follows several other recent developments
for Plante & Moran, including:

     * The celebration of its 80 year anniversary in 2004

     * The creation of a new Columbus, Ohio office planned for
       July 2004 combining the firm's existing suburban Dublin and
       Lancaster offices; relocated offices in Benton Harbor/St.
       Joseph, Michigan in May 2004; and a new office in Portage,
       Michigan, which will combine the firm's existing offices in
       Kalamazoo and Battle Creek.

     * Inclusion on the 2004 FORTUNE magazine list of "The 100
       Best Companies to Work For" for the sixth consecutive year

     * Recognition by the industry trade publication, CPA
       Personnel Report, that of the nation's 15 largest firms,
       Plante & Moran has the highest percentage of female
       partners (19.1%)

     * Wrapping up its responsibilities as lead auditor in the
       Enron bankruptcy investigation

Plante & Moran is a professional services firm offering fully
integrated business advisory services to help our clients succeed.
With certified public accountants and consulting specialists
focused in specific industries, Plante & Moran's services include
technology and business consulting, assurance, tax, and family
wealth management. Founded in 1924, Plante & Moran is the nation's
11th largest certified public accounting and management consulting
firm according to Public Accounting Report. Plante & Moran has
been recognized by a number of organizations, including Fortune
magazine, as one of the country's best places to work. The firm
has a staff of 1,200 professionals in 15 offices throughout
Michigan and Ohio. Plante & Moran's Internet address is
http://www.plantemoran.com/

Gleeson, Sklar, Sawyers and Cumpata, LLP is among Chicago's top
mid-sized accounting and management consulting firms, offering a
unique portfolio of services to meet its clients' needs. Founded
in 1967, with offices in Chicago, Elgin, and Aurora, GSS&C serves
small and middle-market closely and publicly held-companies in
Chicagoland area and worldwide. GSS&C has grown to 120
professionals and is the 12th largest firm in Chicago according to
Crain's Chicago Business. GSS&C's internet address is
http://www.gsscllp.com/


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***