TCR_Public/040122.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 22, 2004, Vol. 8, No. 15

                          Headlines

ACCLAIM ENTERTAINMENT: Shareholders OK Proposals at Annual Meeting
ADELPHIA COMMS: Equity Committee Gets Nod to Hire Bragar Wexler
AFFINITY GROUP: Commences Tender Offer for 11% Senior Notes
AHG REALTY HOLDINGS: Case Summary & 9 Largest Unsecured Creditors
AHOLD: Undertakes Further Corporate Restructuring Initiatives

AIR CANADA: Union Files Grievance against Executives' Bonuses
AIR CANADA: Preliminary Injunction Hearing Continues on April 14
AIRGAS INC: Declares Regular Dividend for Fourth Quarter FY2004
ANC RENTAL: Settles Claims Dispute with Walt Disney & ABC
APPLIED EXTRUSION: FY2004 First Quarter Net Loss Widens to $8.2M

ARMOR: Annual Earnings Guidance Conference Call Set for Jan. 27
AQUILA INC: Unit Commences $4.4 Million Power Line Upgrade
ASBURY AUTOMOTIVE: Elects Durham as Non-Executive Board Chairman
ATX COMMUNICATIONS: List of 30 Largest Unsecured Creditors
AURORA FOODS: Honoring Up to $1.25-Mill. of Employee Obligations

BMC INDUSTRIES: Continues Waver Extension Talks with Bank Lenders
BUCKEYE TECHNOLOGIES: December-Quarter Loss Reaches $10 Million
BUDGET GROUP: Disclosure Statement Hearing Reset to February 4
BUILDERS PLUMBING: Seeks Nod to Appoint Trumbull as Claims Agent
CADEMA CORP: McGladrey & Pullen Resigns as Independent Auditors

CANWEST GLOBAL: Lord Black and David Radler Leaving Co.'s Board
CAPITAL CITY: Case Summary & 10 Largest Unsecured Creditors
CART INC: Case Summary & 20 Largest Unsecured Creditors
CEC INDUSTRIES: PayCard Inks Marketing Pact with La Economica
CENTRAL PARK: First Creditors' Meeting to Convene on January 26

CHESAPEAKE: S&P Assigns Shelf Registration BB/B+ Prelim. Ratings
CITY OF PITTSBURGH: Fitch Affirms BB $869-Million Bond Rating
CONSOL ENERGY: Elects Three Independent Board Members
CONSOL ENERGY: Special Committee Completes Investigation
DANA CORP: Will Publish Fourth-Quarter Results on February 11

DELTA PHONES INC: Case Summary & 20 Largest Unsecured Creditors
DELTA WOODSIDE: Second-Quarter 2004 Results Reflect Improvement
DII INDUSTRIES: Proposes Uniform Interim Compensation Procedures
DIRECTV LATIN: Court Approves Infront Rejection Claim Settlement
DT INDUSTRIES: Sells Converting Technologies Division to Sencorp

DUTCHESS MANOR, LLC: Case Summary & Largest Unsecured Creditor
DYNEGY: Settles Western Energy Markets Trading Issues with FERC
EASTERN PAPER: Pursuing Talks with Lenders on Continued Funding
EMERALD CASINO: Caesars Ent. Submits New Bid for Casino in Chicago
ENRON CORP: Files Fifth Amended Plan and Disclosure Statement

ENRON CORP: Plan Confirmation Hearing Will Commence on April 20
FLEMING COMPANIES: Core-Mark Secures Nod to Hire Aon as Actuary
FMC CORP: Annual Shareholders' Meeting Set for April 27, 2004
GLOBAL CROSSING: Court Approves Cable & Wireless Settlement Pact
GRAND COURT LIFESTYLES: Taps Keen Realty to Sell Co-op Shares

HEALTH CARE REIT: Declares December Quarter Regular Dividend
HOLLINGER INC: Director Andre Bisson Resigns Due to Conflict
HOLLINGER INC: Says Andre Bisson Denies Ever Being a Board Member
HOLLINGER INT'L: Forms Committee to Review Press Holdings' Offer
INFINIA: Creditors' First Meeting Scheduled for January 22, 2004

INFOUSA INC: Will Implement Management Stock Purchase Plan
INT'L SURFACING: Hires Tedder James to Replace Ernst & Young
IT GROUP: Committee Obtains Nod to Prosecute Avoidance Actions
IVACO INC: Reports Progress in Implementing Cost Reduction Efforts
KAISER ALUMINUM: Secures Clearance for Old Republic Stipulation

KINETIC CONCEPTS: Proposes Exchange Offer for 7-3/8% Notes
KMART: Wants $107M Expired Statute of Limitation Claims Expunged
LEHMAN BROTHERS: Fitch Affirms 6 Low-B & Junk Note Class Ratings
MAGNATRAX CORP: Successfully Emerges from Chapter 11 Proceedings
MIRANT: Court Okays Peter J. Solomon as Equity Committee Advisor

MIRANT CORP: West Georgia Continuing Use of Cash Collateral
NATIONAL CENTURY: Provides Liquidation Analysis Under 4th Plan
NEXSTAR BROADCASTING: Appoints Paul Greeley to Head Marketing
ONEIDA LTD: Agrees to Sell Buffalo China Factory for $5.5 Mill.
ORDERPRO LOGISTICS: Capital Deficits Raise Going Concern Doubt

PANAVISION INC: Completes Credit Facility Refinancing Transaction
PARMALAT CAPITAL: Cayman JPLs Turn to U.S. Courts for Assistance
PARMALAT GROUP: Stefano & Paolo Tanzi Resigns as Board Members
PG&E NATIONAL: Proposes Uniform Solicitation & Voting Procedures
PINNACLE ENTERTAINMENT: Proposes Common Stock Public Offering

PLAINS ALL AMERICAN: Cushing Terminal Phase IV Expansion Underway
RIGHT ON CASUALS: Case Summary & 21 Largest Unsecured Creditors
SANMINA-SCI: Reports Improved First-Quarter Financial Results
SANMINA-SCI: Rick R. Ackel Will Step Down as Chief Fin'l Officer
SHAW COMMS: First-Quarter Financial Results Enter Positive Zone

SOLUTIA INC: Fitch Withdraws D Ratings after Bankruptcy Filing
SOLUTIA: Court Okays Blackwell Sanders' Engagement as Counsel
SPECIALTY FOODS: Declares Cash Distribution Payable on March 1
TECO ENERGY: Closes Sale of Stake in Heritage Propane Partners
TENERA INC: Ceases Operations and Commences Winding-Down Process

TENET HEALTHCARE: IASIS Will Buy Lake Mead Hospital Medical Center
THERMADYNE: S&P Rates Corporate & Sr. Sub. Debt Ratings at B+/B-
TRANS-SHAPE INC: Case Summary & 20 Largest Unsecured Creditors
TRANSWITCH CORP: Fourth-Quarter 2003 Net Loss Tops $11 Million
UAL CORP: Will Publish Q4 and FY 2003 Results on January 27, 2004

UNITEDGLOBALCOM: UPC Broadband Amends Senior Bank Facility
US AIRWAYS: Agrees to Reduce Two Wells Fargo Aircraft Claims
USG CORP: Chapter 11 Cases Reassigned to Judge Judith Fitzgerald
VALLEY LODGE: Case Summary & 2 Largest Unsecured Creditors
VENTAS INC: Will Present at UBS Global Conference on February 2

VERTEX INTERACTIVE: Liquidity Issues Raise Going Concern Doubt
WEIRTON STEEL: Cleveland-Cliffs Balks at Designated Claim Amount
WELLMAN INC: Plans to Refinance Substantially All of its Debt
WESTERN GAS: Names John F. Chandler as Chief Operating Officer
WORLDCOM INC: Appoints Glenn Hutchins & Mark Neporent to Board

* Sheryl L. Toby Co-Leading Dykema Gossett Restructuring Practice
* William H. Narwold Joins Motley Rice LLC as Member

                          *********

ACCLAIM ENTERTAINMENT: Shareholders OK Proposals at Annual Meeting
------------------------------------------------------------------
Acclaim Entertainment, Inc. (Nasdaq: AKLM), a global video
entertainment software developer and publisher, announced the
results of its 2003 Annual Meeting of stockholders, held on
January 20, 2003 in Hauppauge, New York.  The Company's
stockholders approved all of the matters set forth in the
Company's proxy statement.

The stockholders:

     * Elected Gregory E. Fischbach, James R. Scoroposki, Kenneth
       L. Coleman, Bernard J. Fischbach, Robert H. Groman, James
       Scibelli and Michael Tannen to the Board of Directors for
       terms ending upon the 2004 annual stockholders meeting.

     * Approved the issuance of up to 32,000,000 shares of the
       Company's common stock at a discount to the market price in
       accordance with the amended terms of the Company's
       September/October 2003 offering of Convertible Subordinated
       Notes.  The conversion price of the Notes and the exercise
       price for the Warrants will be adjusted from $0.8945 per
       share to $0.57 per share.

     * Approved, for a three-month period commencing on the date
       of this meeting, the potential issuance of up to 50,000,000
       shares of the Company's common stock at a discount to the
       market price in capital raising transactions.

     * Approved an amendment to the Company's Certificate of
       Incorporation to increase the Company's authorized shares
       of common stock from 200,000,000 shares to 300,000,000
       shares.

     * Approved an amendment to the Company's 1998 Stock Incentive
       Plan, increasing the shares of Common Stock which are
       subject to the plan by 10,000,000 shares.

     * Approved the issuance of 1,500,000 shares of the Company's
       Common stock to Rodney Cousens in connection with his
       appointment to the position of Chief Executive Officer of
       the Company.

     * Ratified the appointment of KPMG LLP to serve as the
       independent auditors of the Company for its fiscal year
       ending March 31, 2004.

Based in Glen Cove, N.Y., Acclaim Entertainment, Inc., is a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  Acclaim owns and operates five studios located in the
United States and the United Kingdom, and publishes and
distributes its software through its subsidiaries in North
America, the United Kingdom, Australia, Germany, France and Spain.
The Company uses regional distributors worldwide.  Acclaim also
distributes entertainment software for other publishers worldwide,
publishes software gaming strategy guides and issues "special
edition" comic magazines periodically. Acclaim's corporate
headquarters are in Glen Cove, New York and Acclaim's common stock
is publicly traded on NASDAQ.SC under the symbol AKLM.  For more
information please visit its Web site at http://www.acclaim.com/

At September 28, 2003, Acclaim Entertainment's balance sheet shows
a total shareholders' equity deficit of about $55 million.


ADELPHIA COMMS: Equity Committee Gets Nod to Hire Bragar Wexler
---------------------------------------------------------------
The Adelphia Communications ACOM Equity Committee sought and
obtained the Court's permission to retain Bragar Wexler Eagel &
Morgenstern, LLP as its sole general counsel for all purposes in
connection with these cases, in the place of its current general
counsel Sidley Austin Brown & Wood.  By consolidating its legal
representation into one law firm, the Equity Committee seeks to
preserve estate assets and promote the efficient administration of
these cases by:

   (1) eliminating any possible duplication of effort
       necessitated by having attorneys at more than one firm
       stay apprised of significant case developments;

   (2) eliminating any costs and expenses that may result from
       the need for coordination between and among the firms
       currently representing the Equity Committee;

   (3) reducing the hourly rates charged by the Equity
       Committee's counsel;

   (4) removing any uncertainty concerning which of the Equity
       Committee's counsel has authority for handling any
       particular matter; and

   (5) permitting the Equity Committee to obtain strategic advice
       on all aspects of these cases from a single law firm
       handling all aspects of its representation.

From the beginning of these cases, the Equity Committee relied on
Sidley Austin as general counsel.  As the Court and parties-in-
interest are aware, in July 2003, Norman N. Kinel, Esq., a Sidley
Austin partner with significant responsibility for the Equity
Committee's representation in these cases, left Sidley Austin to
join Dreier LLP.  To minimize any disruption in its legal team,
and to avoid unnecessary legal expenses, the Equity Committee
sought to retain Dreier LLP as co-lead counsel along with Sidley
Austin.

However, the U.S. Trustee, the ACOM Debtors and the Official
Committee of Unsecured Creditors each objected to the Dreier
Application, citing concerns about, among other things, the
potential for duplication of efforts between Dreier and Sidley
Austin, possible lack of clarity regarding the two firms' roles,
and possible additional expenses resulting from the Equity
Committee's retention of another law firm.

In response to those concerns, the Equity Committee decided to
retain Bragar Wexler as its sole general counsel.

Bragar Wexler has been acting as the Equity Committee's special
conflicts counsel since August 20, 2002.  Bragar Wexler's work in
this role has been wide ranging, from analyzing the Debtors'
complex financial structure, reviewing millions of pages of
documents and numerous transactions, to researching and rendering
advice to the Equity Committee concerning certain aspects of the
administration of the Debtors' estates.

To discharge the responsibilities and to minimize expense to the
Debtors' estates, Van Greenfield, Co-Chair of the Equity
Committee, reports that Bragar Wexler was in regular contact with
the Debtors' counsel, the Creditors Committee's counsel, the
Equity Committee members, and other parties-in-interest as
appropriate to provide the Equity Committee with proper legal
representation, to regularly provide the Equity Committee with
advice relating to the Equity Committee's rights and duties, and
to appropriately coordinate Bragar Wexler's investigatory efforts
with those of other parties-in-interest.  Bragar Wexler also has
taken pains at every step to coordinate its efforts with those of
Sidley Austin and, more recently, the Dreier firm.

Because of its active participation in these cases to date, Mr.
Greenfield asserts, Bragar Wexler is uniquely qualified to now
assume the role of general counsel to the Equity Committee.  As
an active and essential member of the Equity Committee's legal
team from the beginning, Bragar Wexler is able to do what no
other prospective firm is capable of doing -- assume the role of
the Equity Committee's general counsel with a minimum of
incremental time and effort to familiarize itself with all
aspects of these cases that affect the Equity Committee.

The Equity Committee selected Bragar Wexler as replacement
general counsel based on Bragar Wexler's performance as special
counsel to date, as well as the firm's extensive experience and
knowledge in the field of bankruptcy and creditors' rights and
its regular representation of defrauded investors in major
securities fraud and class action lawsuits.

Compensation will be payable to Bragar Wexler on an hourly basis,
plus reimbursement of actual, necessary expenses incurred by
Bragar Wexler.  The Equity Committee and Bragar Wexler discussed
and may, in the future, consider modifying their hourly fee
agreement to a full or partial contingency fee or other
agreement.

Peter D. Morgenstern, Esq., of Bragar Wexler, relates that the
firm's hourly rates for work of the nature to be provided to the
Equity Committee currently range from $500 to $600 for partners
and counsel, $210 to $400 for associates, and $150 to 175 for
paralegals.  These hourly rates are subject to periodic
adjustments to reflect economic and other conditions.  These
rates are set at a level designed to compensate the firm fairly
for the work of its attorneys and paralegals and to cover fixed
and routine overhead expenses.  

It is the firm's policy to charge its clients in all areas of
practice for all other expenses incurred in connection with the
client's case.  The expenses charged to clients include, among
other things, telephone and telecopier toll and other charges,
mail and express mail charges, special or hand delivery charges,
document processing, photocopying charges, travel expenses,
expenses for "working meals," computerized research,
transcription costs, as well as non-ordinary overhead expenses
such as secretarial and other overtime.  

Mr. Morgenstern assures the Court that Bragar Wexler:

   (1) does not hold or represent any interest adverse to the
       Debtors' estates or the Equity Committee or the equity
       holders the Equity Committee represents in the matters
       upon which it has been and is to be engaged; and

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


AFFINITY GROUP: Commences Tender Offer for 11% Senior Notes
-----------------------------------------------------------
Affinity Group Holding, Inc. has commenced a cash tender offer for
all of its 11% Senior Notes due 2007.  

Concurrently, the Company is soliciting consents from the holders
of the Notes to the adoption of certain proposed amendments to the
indenture dated as of April 2, 1997 under which the Notes were
issued.  The total consideration to be paid for validly tendered
Notes will be equal to $1,036.67 per $1,000 principal amount of
Notes plus accrued and unpaid interest on the Notes up to, but not
including, the date of payment.  The total consideration includes
a consent payment of $20 per $1,000 principal amount of Notes
payable only to holders who validly tender their Notes (and do not
revoke) and validly deliver their consents prior to the expiration
of the consent solicitation.  Holders who tender their Notes
after the expiration of the consent solicitation will receive
total consideration less the consent payment, or $1,016.67 per
$1,000 principal amount of the Notes.

The consent solicitation expires at 5:00 p.m., New York City time,
on February 2, 2004, unless the consent solicitation period is
extended or earlier terminated by the Company in accordance with
the terms of the consent solicitation.  The tender offer expires
at midnight, New York City time, on February 17, 2004, unless the
tender offer period is extended by the Company in accordance with
the terms of the tender offer.

The tender offer is conditioned upon, among other things, a
minimum tender condition, a requisite consents condition and the
completion of an offering by Affinity Group, Inc. of new senior
subordinated notes.  These notes will not be registered under the
Securities Act of 1933, as amended or any state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements thereunder.

CIBC World Markets Corp. is acting as dealer manager and
solicitation agent for the tender offer and the consent
solicitation.  The depositary for the tender offer and consent
solicitation is The Bank of New York.  Questions regarding the
tender offer and consent solicitation may be directed to CIBC
World Markets Corp., telephone number (212) 885-4489.  Requests
for copies of the Offer to Purchase and Consent Solicitation
Statement and related documents may be directed to The Bank of New
York, telephone number (212) 815-3750.

Affinity (S&P, BB- Corporate Credit Rating, Negative Outlook) is a
direct marketing company that sells products and services to its
membership base of RV owners.  The company has gradually increased
its presence in the RV accessory retail market. Revenues from
retail operations now comprise more than half of total revenues.  


AHG REALTY HOLDINGS: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: AHG Realty Holdings, LLC
        359 Second Avenue
        New York, New York 10010

Bankruptcy Case No.: 04-10360

Type of Business: The Debtor owns Real Estate.

Chapter 11 Petition Date: January 20, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Lori A. Schwartz, Esq.
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas 31st Floor
                  New York, NY 10105
                  Tel: 212-586-4050
                  Fax: 212-956-2164

Total Assets: $3,502,000

Total Debts:  $3,073,046

Debtor's 9 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
NYCTL 1998-2 Trust                         $131,070

Brookwood Group Inc.                        $13,676

DGA Security                                 $2,400

Otis/Robert Elevator                         $2,016

XO Communications                            $1,724

Con Edison                                     $560

Arch Wireless                                  $286

Waste Management                               $230

Evans Water                                     $22


AHOLD: Undertakes Further Corporate Restructuring Initiatives
-------------------------------------------------------------
Ahold (NYSE:AHO) announced further steps in its strategic program
to streamline the company and improve long-term efficiency.

The Ahold U.S. Retail corporate headquarters, currently located in
Chantilly, Virginia, will be closed. Ahold U.S. Retail and
Corporate functions will be aligned with those of the new business
arena being created, based in the Boston, Massachusetts area. This
arena will integrate the back-office functions of Ahold operating
companies, Stop & Shop and Giant-Landover. The change is effective
July 2004.

In addition, Ahold's regional support organization for European
operations, the Zaandam-based European Competence Center (ECC),
will also be closed. Services provided by the ECC will be aligned
with the requirements of the Ahold corporate headquarters and the
Netherlands arena. This change is effective March 2004.

Commenting on this announcement, Ahold President and CEO Anders
Moberg said, "This is part of our stated commitment and strategy
to integrate the many different parts of our operations into a
single company with a single focus on generating value for
customers. These actions are essential steps that will enable us
to simplify and streamline our organization and ultimately improve
our customer offering."

                      Ahold USA Integration

Ahold USA oversees approximately 1,300 supermarkets operated
through six retail companies in the United States. As part of
Ahold's 'Road to Recovery' strategy announced on November 7, 2003,
a new business arena is in the process of being created to combine
the administrative and managerial functions of Stop & Shop in the
Boston area and Giant Food LLC in Landover, Maryland. Ahold USA
will now also be combined into this arena. In conjunction with
this decision, the current Ahold U.S. headquarters' facility will
close and selected U.S. administrative functions will relocate to
Massachusetts by July 2004. Approximately 100 associates are
currently employed at the Ahold USA corporate headquarters located
in Virginia.

Ahold USA President and CEO Bill Grize commented, "We are
confident that this integration will speed decision-making, better
align support services with the needs of the businesses, and
provide for more numerous career opportunities for our people."

Integration of European Competence Center The ECC supports the
retail and foodservice operations of the four European arenas: The
Netherlands, Nordic countries, Central Europe and Iberia. The
integration of the ECC functions into Ahold corporate headquarters
and the Netherlands arena will lead to harmonization and effective
business process management, and improved and more efficient
infrastructure and control activities. Approximately 115
associates are currently employed at the European Competence
Center.

                           *   *   *

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.


AIR CANADA: Union Files Grievance against Executives' Bonuses
-------------------------------------------------------------
Flight attendants have a message for Air Canada's new owners. They
won't let greedy senior executives and managers at Air Canada
pocket a $160 million windfall while workers alone suffer the
consequences of the company's insolvency, CUPE Air Canada
Component President Pamela Sachs said today.

The union filed a grievance requesting that Air Canada abide by
the collective agreement it signed with the Air Canada Component
of CUPE and make payments equivalent to those the company will
give senior executives and management. The scheme will result in a
$30 million windfall each for senior executives Robert Milton and
Calin Rovinescu and an additional $100 million for senior
management.

Last May the company and the union signed a Memorandum of
Understanding which sets out that no one within the company will
receive a bonus payment without CUPE members receiving an
equivalent payment or benefit.

"It's important that Mr. Li realize that flight attendants are
doing their share for the long-term viability of the airline,"
said Sachs. "And it's not fair that we are consistently left
paying the bill after the executives' banquet."

"We agreed to concessions on the basis that everyone would be
treated equitably. But the company continued to look for a
backdoor way to reward the very people leading the charge on
flight attendants' compensation, benefits and working conditions.
We look to Mr. Li to see that the pain is shared fairly," said
Sachs.

Air Canada must abide by its own collective agreement. The union
is simply saying a deal is a deal and that our members and their
families must be treated fairly," CUPE National President Paul
Moist said. "It is outrageous that senior executives and managers
are being rewarded for gutting the wages and benefits of workers
and forcing CUPE members and other workers to pay the costs of the
company's insolvency."

The MOU was signed on May 29, 2003 and became effective June 1,
2003 as part of the union's last collective agreement. Discussions
between the union and the company for worker concessions flowed
from the Company Creditors Arrangement Act negotiations between
Air Canada and CUPE. At the time the union insisted everyone
should share the pain fairly during the company's insolvency.
Unionized workers have given a total $1.1 billion for six years to
Air Canada.

The executive bonus scheme was authorized under the terms of the
agreement between Mr. Victor Li of Trinity Times Investments and
Air Canada after months of negotiations.


AIR CANADA: Preliminary Injunction Hearing Continues on April 14
----------------------------------------------------------------
No objections to the continuation of Air Canada's Preliminary
Injunction were received.  Accordingly, Judge Beatty extends the
Preliminary Injunction indefinitely until further Court order.  
All persons subject to the jurisdiction of the U.S. Court are
enjoined and restrained from commencing or continuing any action
to collect a prepetition debt without obtaining relief from the
Court.

Notwithstanding, the Applicants, International Air Transport
Association and Airlines Clearing House, Inc., and their
participants, may continue to participate in and implement
routine billings and clearinghouse settlements in accordance with
the terms of their agreement dated April 11, 2003.

Judge Beatty will convene a hearing on April 14, 2004 at 2:30
p.m. to consider whether to continue the terms of the Preliminary
Injunction beyond that date.  Any objections to the further
continuation of the Preliminary Injunction must be in writing,
filed with the U.S. District for the Southern District of New
York and served on:

     (i) Blank Rome LLP
         405 Lexington Avenue
         New York, New York 10174
         Attn: Marc E. Richards, Esquire

    (ii) Willkie Farr & Gallagher LLP
         787 Seventh Avenue
         New York, New York 10019
         Attn: Matthew A. Feldman, Esquire

   (iii) Stikeman Elliott LLP
         5300 Commerce Court West, 199 Bay Street
         Toronto, Canada M5L 1B9
         Attn: Sean F. Dunphy, Esquire

    (iv) Lenczner Slaght Royce Smith Griffin
         130 Adelaide Street West, #2600
         Toronto, Canada M5H 3P5
         Attn: Peter J. Osborne, Esquire

     (v) Ernst & Young Inc.
         Toronto Dominion Centre
         222 Bay Street, P.O. Box 251
         Toronto, Ontario M5K 1J7
         Attn: Brian Denega

Objections must be received by April 7, 2004 at 4:00 p.m. (Air
Canada Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AIRGAS INC: Declares Regular Dividend for Fourth Quarter FY2004
---------------------------------------------------------------
Airgas, Inc.'s (NYSE:ARG) Board of Directors has declared a
regular quarterly cash dividend of $0.04 per share. The dividend
will be payable March 31, 2004 to shareholders of record as of
March 15, 2004.

Airgas, Inc. (NYSE:ARG) (S&P, BB Corporate Credit Rating,
Positive) is the largest U.S. distributor of industrial, medical
and specialty gases, welding, safety and related products. Its
integrated network of nearly 800 locations includes branches,
retail stores, gas fill plants, specialty gas labs, production
facilities and distribution centers. Airgas also  distributes its
products and services through eBusiness, catalog and telesales
channels. Its national scale and strong local presence offer a
competitive edge to its diversified customer base. For more
information, visit http://www.airgas.com/


ANC RENTAL: Settles Claims Dispute with Walt Disney & ABC
---------------------------------------------------------
Prior to the Petition Date, the ANC Rental Debtors had a number of
relationships with Walt Disney World Co., ABC Sports, Inc. and
American Broadcasting Companies, Inc.  In particular, pursuant to
a Participant Agreement dated as of October 20, 1998, the Debtors
were the "Official Car Rental Companies of the WALT DISNEY WORLDS
Resort" and the "Official Car Rental Companies of DISNEYLAND."  
The Participant Agreement was amended and assumed and subsequently
assigned to Vanguard Car Rental USA Inc. as part of the sale of
the Debtors' assets.

Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington, Delaware,
reports that the Debtors also sponsored certain Walt Disney and
ABC Sports sporting events.  Pursuant to a Golf Classic
Sponsorship Agreement dated as of January 4, 1999, National Car
Rental System, Inc. sponsored Walt Disney's Golf Classic.  
Pursuant to a Bowl Championship Series Sponsorship Package
Agreement dated as of August 21, 1998, National was a sponsor of
ABC Sports' Bowl Championship Series.  The Golf Agreement and the
Bowl Agreement were each rejected pursuant to a Court order dated
December 17, 2001.  

As a result of the rejection of those contracts, Walt Disney and
ABC Sports filed two proofs of claim:

   Claim No. 06263 -- $2,067,772
   Claim NO. 06292 -- $5,200,000  

Walt Disney also filed Claim No. 06264 in an unliquidated amount
to cover any other rejection damages, which it or its affiliates
may suffer.  American Broadcasting and Walt Disney also filed
additional proofs of claim:

   (1) American Broadcasting filed Claim No. 06265 for $358,925
       and Claim No. 06293 for $252,505 to cover unpaid
       advertising invoices asserting damages;
   
   (2) Walt Disney filed Claim No. 06262 amounting to $19,753
       for unpaid fuel invoices; and

   (3) Walt Disney filed Claim No. 06294 for an unliquidated
       amount in respect of liabilities on behalf of its
       employees who rented cars from the Debtors.

On the other hand, the Debtors believe that they may have certain
preference claims against Walt Disney, ABC Sports, American
Broadcasting or their affiliates for payments made within the 90-
day period preceding the Petition Date.  According to Mr. Packel,
the Debtors made a number of payments to Walt Disney, ABC Sports,
American Broadcasting or their affiliates within the preference
period.  All but four of the payments made to Walt Disney, ABC
Sports, American Broadcasting or their affiliates within 90 days
of the Petition Date were made within 35 days of invoice.  The
four payments that were made beyond 35 days from invoice total
$284,317 and the longest period from invoice to payment was 66
days.

Walt Disney, ABC Sports and American Broadcasting informed the
Debtors that they would vigorously contest any preference actions
brought against them.  Given the defenses that Walt Disney, ABC
Sports and American Broadcasting could assert in any litigation,
the Debtors and the Committee entered into discussions with them
in an attempt to resolve all issues between the Debtors and these
entities.  Those discussions produced the settlement contained in
the Settlement Agreement.

Pursuant to the Settlement Agreement, Mr. Packel relates, the
Debtors will release all claims which they may have against Walt
Disney, ABC Sports, American Broadcasting and their affiliates,
including, without limitation, any claims under Sections 544
through 551 of the Bankruptcy Code.  In exchange, each of Walt
Disney, ABC Sports, and American Broadcasting will release any
claims, which they have against the Debtors and their affiliates
that arose prior to the Petition Date.  Walt Disney, ABC Sports,
American Broadcasting will only be entitled to a recovery in
respect of the Claims under these circumstances:

   (1) if the amount payable to general unsecured creditors on a
       pro rata basis is equal to or less than five cents on the
       dollar, there will be no payment in respect of the
       Claims; and

   (2) if the amount payable to general unsecured creditors on a
       pro rata basis is greater than five cents on the dollar,
       then Walt Disney, ABC Sports, American Broadcasting, as
       the case may be, will be entitled to receive 50% of the
       pro rata amount payable to other creditors.

However, if other unsecured creditors receive a recovery of eight
cents on the dollar, there will be a distribution in respect of
the Claim in the amount of four cents on the dollar.

The Debtors and their successors will retain the right to review
and, if appropriate, challenge the amount, validity and priority
of the Claims.

Accordingly, the Debtors sought and obtained the Court's
authority to enter into the Settlement Agreement.

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


APPLIED EXTRUSION: FY2004 First Quarter Net Loss Widens to $8.2M
----------------------------------------------------------------
Applied Extrusion Technologies, Inc. (NASDAQ NMS - AETC) announced
financial results for its first fiscal quarter ended December 31,
2003.

                    First Quarter 2004 Results

Sales for the first quarter of fiscal 2004 of $57.6 million were
$1.8 million, or three percent, lower compared with the first
quarter of fiscal 2003. A five percent decline in unit volume was
partially offset by a two percent increase in average selling
prices. The average selling price reflects a unit price increase
of approximately five percent; partially offset by a less
favorable sales mix as a result of lower label sales in the first
quarter of fiscal 2004.

Gross profit for the first quarter of $9.6 million was $2.6
million, or 22 percent, lower than the first quarter of fiscal
2003. The $2.6 million reduction was due to an approximate
increase of $3.0 million in raw material costs, a $1.0 million
increase in depreciation expense, and lower volume. These cost
increases were partially offset by $2.0 million of improved price
realization and manufacturing efficiencies realized during the
current period. Gross margin was 16.6 percent versus 20.5 percent
in fiscal 2003.

Operating expenses of $7.1 million were $1.0 million, or 13
percent, lower, as compared with the same period of the prior
year. Approximately half of these savings reflect the benefit of
our cost reduction programs, and the remaining half reflects
nonrecurring restructuring transition expenses incurred in the
first quarter of fiscal 2003. Operating profit of $2.4 million for
the first quarter was $1.6 million lower than the same period in
fiscal 2003.

Interest expense of $10.6 million was $3.3 million higher than the
first quarter of fiscal 2003. This increase reflects approximately
$2.2 million of nonrecurring expenses associated with the
Company's refinancing on October 3, 2003. The remaining increase
of $1.1 million is due to a higher average debt balance and lower
capitalized interest.

The net loss for the first quarter of fiscal 2004 was $8.2
million, or $.64 per share, compared with a net loss of $3.3
million, or $.26 per share, for the first quarter of fiscal 2003.

For the three months ended December 31, 2003, the Company
generated earnings before interest, taxes, depreciation and
amortization (EBITDA) of $9.2 million compared with EBITDA of $9.8
million for the first quarter of fiscal 2003.

            Balance Sheet, Cash Flow and Liquidity

The Company used approximately $1.8 million of cash in the first
quarter. While, consistent with our historical seasonality,
inventories increased by approximately $8.7 million. The use of
cash was limited to $1.8 million due to non-cash charges of
approximately $7.2 million and an increase in payables and
accruals. Inventories are expected to decline significantly,
beginning in the second quarter and throughout the fiscal year, as
a result of successful sales initiatives instituted by the Company
over the past several months.

As previously announced, the Company entered into a new $100
million credit facility with GE Capital Finance on October 3,
2003. The credit facility consists of a $50 million term loan and
a $50 million revolving line of credit. At December 31, 2003, the
Company had borrowings of $19.5 million pursuant to its revolving
line of credit. Unused availability under this revolving credit
facility at quarter end was approximately $25.5 million. Net Debt
(total debt less cash) at December 31, 2003 was $339 million,
representing 92 percent of total capitalization.

                      Company Comments

Commenting on the results, Amin J. Khoury, Chairman and Chief
Executive Officer, said: "Industry demand during our first quarter
has remained sluggish. Nevertheless we expect substantial volume
and revenue growth, beginning in the second quarter, and for the
balance of fiscal 2004."

Mr. Khoury further remarked, "We remain encouraged by the
commercial prospects for our high-value proprietary products. We
will continue to carefully control capital expenditures and
constantly reevaluate our cost structure. We remain focused on
executing a successful turnaround in a difficult business
environment. Our objective is to generate positive free cash flow
in 2004 and to achieve acceptable levels of profitability over
time through continuous improvement in product mix and capacity
utilization."

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


ARMOR: Annual Earnings Guidance Conference Call Set for Jan. 27
---------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH), a leading manufacturer and
distributor of security products, vehicle armor systems and human
safety and survival systems serving law enforcement, military,
homeland defense and commercial markets, will host its annual
earnings guidance conference call on Tuesday, January 27, 2004, at
4:30 p.m. (Eastern).  The Company intends to discuss its
expectations for the first quarter and full year fiscal 2004.

Robert Schiller, President and Chief Operating Officer, commented,
"We continue to be pleased with both the strong operational and
strategic direction of our business.  Visibility for fiscal 2004
is good and we are anticipating growth rates for both sales and
earnings from our continuing operations and from our recent
acquisition of Simula, Inc."

There are two ways to participate in the conference call -- via
teleconference or webcast.  Access the webcast by visiting the
Armor Holdings, Inc. Web site -- http://www.armorholdings.com/--   
You may listen by selecting Investor Relations and clicking on the
microphone.

Via telephone, the dial-in number is 1-888-273-9885 for domestic
callers, or 1-612-332-0820 for international callers.  There is no
passcode required for this call.  There will be a question/answer
session at the end of the conference call, at which point only
securities analysts will be able to ask questions.  However, all
callers will be able to listen to the questions and answers during
this period.

An archived copy of the call will be available via a replay at
800-475-6701 -- access code 718261 for domestic callers, or 320-
365-3844 -- access code 718261 for international callers.  The
teleconference replay will be available beginning at 8:00 p.m. on
Tuesday, January 27th, and ends at 11:59 p.m. on Wednesday,
February 4th.

Armor Holdings (S&P, BB Corporate Credit Rating, Stable), included
in FORBES magazine's list of "200 Best Small Companies" in 2002,
and a member of the S&P Smallcap 600 Index, is a leading
manufacturer of security products for law enforcement personnel
around the world through its Armor Holdings Products division and
is one of the world's largest and most experienced passenger
vehicle armoring manufacturers through its Mobile Security
division.  Armor Holdings Products manufactures and sells a broad
range of high quality branded law enforcement equipment.  Such
products include ballistic resistant vests and tactical armor,
less-lethal munitions, safety holsters, batons, anti-riot products
and a variety of crime scene related equipment, including narcotic
identification kits. Armor Holdings Mobile Security, through its
commercial business, armors a variety of vehicles, including
limousines, sedans, sport utility vehicles, and money transport
vehicles, to protect against varying degrees of ballistic and
blast threats.  Through its military program, it is the prime
contractor to the U.S. Military for the supply of armoring and
blast protection for High Mobility Multi-purpose Wheeled Vehicles,
commonly known as HMMWVs. Through our newly acquired subsidiary,
Simula, Inc., we provide human safety and survival systems to the
U.S. Military and major aerospace and defense prime contractors.


AQUILA INC: Unit Commences $4.4 Million Power Line Upgrade
----------------------------------------------------------
Aquila Networks Canada recently began installation of a $4.4
million upgraded power line to stretch 60 kilometres from
Plamondon to Wandering River.

The enhanced power link is the biggest project in Aquila's Alberta
operating history and will enable a 40 percent increase in the
capacity of Pembina Pipeline Corporation's pump station east of
Wandering River. Pembina transports oil from the Syncrude Canada
Ltd. facility at Fort McMurray to Edmonton via its Alberta Oil
Sands Pipeline.
    
The additional power supply is required by Pembina to meet
Syncrude's growing pipeline transportation requirements by
facilitating an increase in the pipeline's capacity from the
current rate of 275,000 barrels per day to 389,000 barrels per
day.
    
"Aquila is always looking for opportunities to respond to industry
needs," said Don Debienne, VP, Operations for Aquila, "and we're
pleased to be able to provide this additional service at Pembina's
request."

Construction began in early January and is expected to finish at
the end of March 2004. Media tours of the line improvements will
take place January 26, at 10 a.m. along Highway 55 near Plamondon.
For further details and to RSVP, please contact Natika Sunstrum at
(403) 514-4595.
    
Aquila Networks Canada is an investor-owned electricity utility
with more than 525,000 customers in British Columbia and Alberta.
Based in Kansas City, Mo., Aquila, Inc. (S&P, B+ Credit Facility
Rating, Negative) is Aquila Networks Canada's parent company,
which operates electricity and natural gas distribution networks
in seven states in the U.S. and in Canada. More information is
available at http://www.aquila.com/


ASBURY AUTOMOTIVE: Elects Durham as Non-Executive Board Chairman
----------------------------------------------------------------
Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest
automotive retail and service companies in the U.S., announced
that the Board of Directors has elected Michael J. Durham as Non-
Executive Chairman of the Board and Thomas R. Gibson as Chairman
Emeritus.

In his new capacity, a non-operational position, Mr. Durham will
provide Board leadership, conforming to modern corporate
governance philosophies of independence.  He will serve as a
liaison between the Board and the management team, and remain a
member of the Audit Committee.  He joined Asbury's Board in March
2003.  He is a self-employed consultant at Cognizant Associates,
Inc., a consulting firm he founded.  Previously, Mr. Durham was
president and CEO of Sabre, Inc.  He also was with AMR
Corporation, American Airlines' parent, for 16 years in a number
of senior roles, including senior vice president and treasurer of
AMR and CFO of American Airlines.

"I would like to congratulate Michael Durham," said Kenneth B.
Gilman, President and CEO of Asbury.  "I have enjoyed working with
him over the past year, and have found his wisdom and experience
to be of great value.  Given the increasing challenges of leading
a public company in today's environment, particularly from a
governance perspective, I welcome Michael's support and increased
commitment to Asbury."

Mr. Gibson has resigned as Chairman of the Board and as a
director, and has been elected Chairman Emeritus.  Mr. Gibson is
one of the founders of Asbury Automotive and has served as
Chairman since the Board's inception in 1995.  During his tenure,
Asbury completed the major "platform" acquisitions that created
the Company, as well as its successful initial public offering in
2002.

"We would like to thank Tom Gibson for his tireless dedication to
Asbury Automotive Group," said Mr. Gilman.  "Understandably, after
nearly a decade with Asbury, he has decided he wants more time to
pursue a variety of other interests.  Tom has provided us with
invaluable leadership, so we are fortunate to have the benefit of
his ongoing guidance and counsel as he continues to serve in his
new role as Chairman Emeritus."

Asbury Automotive Group, Inc. (S&P, BB- Corporate Credit Rating,
Stable), headquartered in Stamford, Connecticut, is one of the
largest automobile retailers in the U.S., with 2002 revenues of
$4.5 billion.  Built through a combination of organic growth and a
series of strategic acquisitions, Asbury now operates through nine
geographically concentrated, individually branded "platforms."
These platforms currently operate 95 retail auto stores,
encompassing 138 franchises for the sale and servicing of 35
different brands of American, European and Asian automobiles.
Asbury believes that its product mix includes one of the highest
proportions of luxury and mid-line import brands among leading
public U.S. automotive retailers.  The Company offers customers an
extensive range of automotive products and services, including new
and used vehicle sales and related financing and insurance,
vehicle maintenance and repair services, replacement parts and
service contracts.


ATX COMMUNICATIONS: List of 30 Largest Unsecured Creditors
----------------------------------------------------------
ATX Communications, Inc., and its dozens of debtor-affiliates
released a consolidated list of their 30-largest unsecured
creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Verizon Communications        Trade Date             $28,489,524
110 Allen Road                
Liberty Corner, NJ 07938

SBC/Ameritech                 Trade Debt             $29,401,073
722 North Broadway, Flr 11
Milwaukee, WI 53202

NTL Europe, Inc.              Loan                   $20,031,000
as Indenture Trustee under
10.75% Unsecured Convertible
PIK Notes, due 2011
37 Purchase Street
Rye, NY 10580

General Electric Capital      Capital Lease           $8,652,148
Corporation
Winston & Strawn
35 West Wacker Drive
Chicago, IL 60601

Universal Service             Universal Service       $6,546,794
Adminstrative Company         Fund Fees
2120 L Street, N.W.,
Suite 600, Washington,
D.C. 20037

HSBC as Indenture Trustee     Loan                    $4,957,613
under 6.0% Convertible
Subordinated Notes
10 East 40th Street,
14th Floor,
New York, NY 10016

New York Access Billing       Trade Debt              $1,830,347
100 State Street,
Suite 650, Albany,
NY 12207

Qwest                         Trade Debt              $1,812,511
633 Charles Drive
Gilbertsville, PA 19525

Sprint                        Trade Debt              $1,374,211
1201 Walnut Bottom Road
Carlisle, PA

Easton Telecom Services, LLC  Jury award              $1,014,082
Van Deusen & Wagner,
LLC Attorneys at Law
1400 Renaissance Building
1230 Euclid Avenue
Cleveland, OH 44115-1817

Adelphia Business Solutions   Trade Debt                $989,568
401 E City Avenue
Bala Cynwyd, PA 19004

Oakbrook Estates              Rent                      $702,509
c/o Dearborn Station
47 W. Polk Street, Suite M11
Chicago, IL 60605

Focal Communications Corp.    Trade Debt                $614,431
200 North LaSalle Street
Chicago, Illinois 60601

AT&T                          Trade Debt                $326,284
1200 Peachtree St, NE
Rm 5070, Promenade I
Atlanta, GA 30309

Swidler Berlin Shereff &      Trade Debt                $668,620
Freidman
The Washington Harbor
3000 K Street, NW,
Suite 300, Washington,
D.C. 20007-5116

Broadwing Communications      Trade Debt                $583,651
1122 Capital of Texas
Highway South
Austin, TX 79746-6426

Allegiance                    Trade Debt                $565,791
Telecommunications, Inc.
9201 N. Central Expressway
Dallas, TX 75231

Cavalier Telephone            Trade Debt                $503,635
2134 W. Laburnum Ave.
Richmond, VA 23227

XO Communications             Trade Debt                $468,263
11111 Sunset Hills Road
Reston, VA 20190-5339

Verizon Wireless              Trade Debt                $468,209
51 Chubb Way
Branchburg, NJ 08876

EDS Corporation               Trade Debt                $454,523
13500 Riverport Drive
Suite 300, Maryland
Heights, MO 63043

Alltel 13560 Morris Road      Trade Debt                $429,457
One ALLTEL Center
Alpharetta, GA 30004

Pennsylvania Department of    Tax Obligation            $426,156
Revenue
Office of Chief Counsel
Dept. 281061
Harrisburg, PA 17128-1061

US LEC Corp. Morrocroft III   Trade Debt                $370,347
6801 Morrison Blvd.
Charlotte, NC 28211

Time Warner Telecom           Trade Debt                $357,008
10475 Park Measdows
Dr, Littleton, CO 80124

ICG Telecom Dept 23           Trade Debt                $309,413
Denver CO 80291-0283

Monument Road Associates      Trade Debt                $300,877
University City Housing
1630 Locust Street
Philadelphia, PA 19104

Skadden, Arps, Meagan & Flom  Trade Debt                $254,125
Four Times Square
New York, NY 10036-6522

TMP/Hudson Global Resources   Trade Debt                $227,938

Choice One                    Trade Debt                $222,206

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

ATX Communications filed for chapter 11 protection on January 15,
2004 (Bankr. S.D.N.Y. Case No. 04-10217) to complete a
recapitalization initiative in which Leucadia National Corporation
provides the company with debtor-in-possession financing and
agrees to convert $156 million of senior secured debt into equity.  
Paul V. Shalhoub, Esq. and Marc Abrams, Esq. at Willkie, Farr, &
Gallagher LLP represent the Company.  ATX reported $160,231,000 in
assets and $329,906,000 in liabilities when it filed for
bankruptcy protection.


AURORA FOODS: Honoring Up to $1.25-Mill. of Employee Obligations
----------------------------------------------------------------
Before the Petition Date, the Aurora Foods Debtors paid severance
benefits to terminated employees under established company
severance plans.  The Severance Plans generally provide for salary
continuance based on various factors including years of service
and pay grade, employee benefits continuance, outplacement
assistance, and COBRA.  In addition, the Severance Obligations
owed to one terminated employee include a country club membership
and car allowance.

In conjunction with a reduction in force at its corporate
headquarters, the Debtors entered into separation agreements with
certain employees whose employment ended between April 1 and
June 23, 2003.  The Separation Agreements provide for salary
continuance for a period ranging from 18 weeks to 18 months.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Wilmington, Delaware, tells the Court that the Debtors entered
into the Severance Plans and the Separation Agreements in the
ordinary course of their business.  On a bi-weekly basis, their
Severance Obligations amount to $100,800 and range from $2,300 to
$15,385 in each individual case.  The Debtors owe Severance
Obligations to 17 former employees.  On the Petition Date, the
Severance Obligations total $1,250,000 in the aggregate, and
range from $2,030 to $451,154 in each individual case.  If the
Plan is consummated by March 31, 2004, the aggregate payments on
account of the Severance Obligations will be $806,100.

Mr. Ivester asserts that ordinary course payment of the Severance
Obligations is important to maintain employee morale in the
Debtors' cases.  Employee morale is especially vulnerable because
the Debtors have already announced their intention to reject the
unexpired leases on their corporate headquarters in St. Louis,
Missouri.  As a result, their employees are particularly
sensitive to the Debtors' ability to pay severance.  If the
Debtors are not permitted to pay the Severance Obligations in the
ordinary course, the Terminated Employees may also suffer
personal hardship.  The Terminated Employees may be unable to pay
basic living expenses.  This could severely erode employee morale
and result in unmanageable employee turnover during the critical
early stages of the Debtors' Chapter 11 cases.

Failure to fulfill the Debtors' Severance Obligations could
strain relations between management and employees, which could
adversely affect the likelihood of a successful reorganization.  
Any significant deterioration in morale at this time will
substantially and adversely impact the Debtors and their ability
to reorganize, thereby resulting in immediate and irreparable
harm to the Debtors and their estates.

By this motion, the Debtors seek the Court's permission to
accelerate the timing of the payment of the Severance
Obligations, in the ordinary course, pending consummation of the
Plan, at which time all remaining Severance Obligations would be
paid in full.  The Debtors expect to fully pay the Severance
Obligations before March 31, 2004.

The timely payments would alleviate the difficulties that might
ensue as a result of postponing the payments, Mr. Ivester
explains.  The Severance Obligations are reasonable compared with
the importance and necessity of preserving employee loyalty and
morale.  Moreover, the amounts to be paid are minimal when
compared with the difficulties and losses the Terminated
Employees may suffer if the Severance Obligations are not paid.

Mr. Ivester points out that Sections 507(a)(3) and 507(a)(4) of
the Bankruptcy Code give priority up to $4,650 per individual for
prepetition claims for wages, salaries, vacation, severance, sick
leave, and claims for contributions to employee benefit plans.  
Although in most cases the Debtors owe Severance Obligations in
amounts greater than $4,650 to any one Terminated Employee, the
Debtors believe that no prejudice to creditors or other parties-
in-interest would result if their Severance Obligations are paid.

                       *     *     *

Judge Walrath permits the Debtors to pay their Severance
Obligations and any associated withholding or payroll-related
taxes, on the condition that total payments do not exceed
$1,250,000.

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)   


BMC INDUSTRIES: Continues Waver Extension Talks with Bank Lenders
-----------------------------------------------------------------
BMC Industries, Inc. (OTCBB:BMMI) announced that discussions with
its lenders continue regarding an additional waiver extension and
interest deferral to its bank credit agreement.

The company has been operating under a waiver granted on November
19, 2003, which expired on January 13, 2004. Following notice by
BMC to its bank group that the company expected to be out of
compliance with certain covenants and obligations under its credit
agreement as of June 30, 2003, the company's banks granted an
initial two-week waiver to BMC on June 30, 2003, and subsequent
waivers on July 15, 2003, September 15, 2003, and November 19,
2003.

BMC Industries Inc., founded in 1907, is currently comprised of
two business segments: Optical Products and Buckbee-Mears. The
Optical Products group, operating under the Vision-Ease Lens trade
name, is a leading designer, manufacturer and distributor of
polycarbonate and glass eyewear lenses. Vision-Ease Lens also
distributes plastic eyewear lenses. Vision-Ease Lens is a
technology and a market share leader in the polycarbonate lens
segment of the market. Polycarbonate lenses are thinner and
lighter than lenses made of other materials, while providing
inherent ultraviolet (UV) filtering and impact resistant
characteristics. The Buckbee-Mears group is the only North
American manufacturer of aperture masks, a key component in color
television picture tubes. The company has announced its plans to
wind down the operations of its Buckbee-Mears division by June
2004. For more information about BMC Industries, visit the
company's Web site at http://www.bmcind.com/


BUCKEYE TECHNOLOGIES: December-Quarter Loss Reaches $10 Million
---------------------------------------------------------------
Buckeye Technologies Inc. (NYSE:BKI) incurred a loss of $10.0
million after tax (27 cents per share) in the quarter ended
December 31, 2003. The loss was due to the combination of
previously reported refinancing, restructuring, and impairment
costs of $3.8 million after tax (10 cents per share) and higher
than normal expenses which were described in the Company's
December 16 earnings warning. The actual results are within the
27-30 cents per share loss estimate which was previously provided.

Net sales for the October-December quarter were $160.3 million, 5%
above the $153.1 million in the same quarter of the prior year and
3% above the $155.8 million in the immediately preceding quarter
which ended September 30, 2003.

Buckeye Chairman David B. Ferraro commented, "Although we are
extremely disappointed in our October-December results, the high
costs which led to these losses are related to special situations
and one-time events in the just completed quarter. We are pleased
with the growth in our sales and confident that this will continue
over the remainder of the fiscal year."

Buckeye (S&P, BB- Corporate Credit Rating, Stable Outlook), a
leading manufacturer and marketer of specialty cellulose and
absorbent products, is headquartered in Memphis, Tennessee, USA.
The Company currently operates facilities in the United States,
Germany, Canada, Ireland and Brazil. Its products are sold
worldwide to makers of consumer and industrial goods.


BUDGET GROUP: Disclosure Statement Hearing Reset to February 4
--------------------------------------------------------------
The hearing to consider the approval of the Budget Group Debtors'
Disclosure Statement is moved to February 4, 2004 at 10:00 a.m.
prevailing Mountain Time before Judge Charles G. Case II, at the
United States Bankruptcy Court for the District of Arizona, 2929
N. Central Avenue, 10th Floor, Courtroom #6, Phoenix, Arizona
85012.

The Debtors plan to amend the Disclosure Statement on or before
January 26, 2004 to address the objections raised by various
parties.

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)   


BUILDERS PLUMBING: Seeks Nod to Appoint Trumbull as Claims Agent
----------------------------------------------------------------
Builders Plumbing & Heating Supply, Co., and its debtor-affiliates
seek approval from the U.S. Bankruptcy Court for the Northern
District of Illinois to appoint The Trumbull Group, LLC as Claims,
Notice and Balloting Agent.

In its capacity, Trumbull will:

     a) prepare and serve required notices in these chapter 11
        cases, including:

        1) a notice of commencement of these chapter 11 cases
           and the initial meeting of creditors under Section
           341(a) of the Bankruptcy Code;

        2) a notice of the claims bar date;

        3) notices of objections to claims;

        4) notices of any hearings on a disclosure statement and
           confirmation of a plan of reorganization; and

        5) such other miscellaneous notices as the Debtors or
           the Court may deem necessary or appropriate for an
           orderly administration of these chapter 11 cases;

     b) within five business days after the service of a
        particular notice, file with the Clerk's Office an
        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 these cases;

     d) maintain official claims registers in these cases 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:

        1) 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;

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

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

        4) the asserted amount and classification of the claim;

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

     t) 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 a current 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 copies
        of the proofs of claim or proofs of interest filed in
        these cases without charge during regular business
        hours;

     i) record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e);

     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 and
        related administrative services as may be requested
        front time to time by the Debtors.

Trumbull's consulting fees are:

          Administrative Support           $50 per hour
          Assistant Case Management/
            Data Specialist                $65 to $80 per hour
          Case Manager                     $110 to $125 per hour
          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

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

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


CADEMA CORP: McGladrey & Pullen Resigns as Independent Auditors
---------------------------------------------------------------
On October 16, 2003, McGladrey & Pullen LLP resigned as the
independent accountants of Cadema Corporation.  McGladrey did not
issue an opinion on the Company's December 31, 2002 financial
statements.

The report issued by McGladrey on Cadema Corporation for the
fiscal years December 31, 2001 and 2000 did not contain any
adverse opinion or disclaimer of opinion, but did contain an
explanatory paragraph expressing uncertainty as to the Company's
ability to continue as a going concern.

Due to fiscal constraints, an audit of the December 31, 2002
financial statements was not conducted and an independent
accountant did not conduct a review of interim information
subsequent to September 30, 2002.

A decision to engage a replacement auditor has not been approved
by the Board of Directors.


CANWEST GLOBAL: Lord Black and David Radler Leaving Co.'s Board
---------------------------------------------------------------
CanWest Global Communications Corp announced that Lord Black of
Crossharbour. P.C. (Can), O.C., K.C.S.G. and Mr. F. David Radler,
both current members of CanWest's Board of Directors, have
indicated that they will no longer be standing for election to the
Board of CanWest at the Company's annual general meeting on
January 29, 2004.

The Board and the Company would like to extend their sincere
thanks to Lord Black and Mr. Radler for their significant
contributions over the past three years, and offer their best
wishes for the future.
    
The Asper family, controlling shareholders, in consultation with
the Board, will announce shortly whom they intend to put forward
in their place.
    
CanWest Global Communications Corp. (S&P, B+ Long-Term Corporate
Credit and Senior Unsecured Ratings, Stable) (NYSE: CWG; TSX:
CGS.S and CGS.A) -- http://www.canwestglobal.com/-- is an
international media company. CanWest, Canada's largest publisher
of daily newspapers, owns, operates and/or holds substantial
interests in newspapers, conventional television, out-of-home
advertising, specialty cable channels, radio networks and web
sites in Canada, New Zealand, Australia, Ireland and the United
Kingdom. The Company's program production and distribution
division operates in several countries throughout the world.


CAPITAL CITY: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Capital City Enterprises, Inc.
        1350 East Flamingo Road #78
        Las Vegas, Nevada 89119

Bankruptcy Case No.: 04-10433

Chapter 11 Petition Date: January 15, 2004

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Robert C. Lepome, Esq.
                  330 South 3rd Street #1100B
                  Las Vegas, NV 89101
                  Tel: 702-385-5509

Total Assets: $28,459,620

Total Debts:  $17,004,000

Debtor's 10 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Investment Equity Homes       Judgment on Appeal to   $9,500,000
c/o Bob Olson, Esq.           NV Sup. Ct.
530 S. Las Vegas Blvd.

Capital Business              Misc.                     $200,000
Administrator

Tibsherany                    Misc.                      $93,000
c/o Robert Bachman

Perlman Architects            Misc.                      $78,000
Peel, Brimley Spangler

Ken Fleming                   Promissory Note            $50,000

Joseph Ivan/Horizon Bankcorp  Promissory Note            $50,000

Joseph Ivan                   Promissory Note            $50,000

Ahern Rentals                 Judgment                   $42,000

Stantac Consulting            Misc.                      $16,000

Jenkins Partnership II        Contact of Sale            $30,000


CART INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Cart, Inc.
        aka Championship Auto Racing Teams, Inc.
        5350 Lakeview Parkway South Drive
        Indianapolis, Indiana 46208

Bankruptcy Case No.: 03-23385

Type of Business: The Debtor organizes Bridgestone races and
                  operates Toyota Atlantic Championship circuit,
                  a development league series. Services include
                  content, both proprietary and aggregated from
                  other sources; forums; games; charity auctions;
                  and audio streaming services. See
                  http://www.cart.com/

Chapter 11 Petition Date: December 16, 2003

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: James M. Carr, Esq.
                  Baker & Daniels
                  300 North Meridian Street Suite 2700
                  Indianapolis, IN 46204-1782

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Forsythe Racing Inc.          Prize Money             $1,150,000
7231 Georgetown Road
Indianapolis, IN 46268

Newman Haas Racing            Prize Money               $700,000
500 Tower Parkway
Lincolnshire, IL 60069-3600

Brands Hatch Circuits         Joint Venture             $376,960
Fawkham Longfield
Kent, UK DA3 8NG

Racer Communications, Inc.    Public Relations/         $356,727
1371 East Warner Avenue,      Trade Debt
Suite E
Tustin, CA 92780

Team Rahal, Inc.              Prize Money               $300,000
4601 Lyman Drive
Hilliard, OH 43026

K & K Insurance Group Inc.    Liability Insurance       $294,273
8580 Innovation Way
Chicago, IL 60682-0085

IMG Cleveland                 Promoter Fees             $224,272

Herdez Competition            Prize Money               $140,000

Indy Car Australia Gold       Promoter Fees             $132,949
Coast

Patrick Racing                Prize Money               $130,000

Fernandez Racing Inc.         Prize Money               $120,000

Walker Racing Inc.            Prize Money               $110,000

Rocketsports                  Prize Money               $100,000

Octagon CSI                   Int'l TV Highlight         $97,168
                              Broadcast

Mario Andretti                Personal Services          $90,000

Grand Prix of Denver          Race Promotion             $89,571

Bryan Herta                   Claim Settlement           $75,000

Renaissance Esmeralda Resort  Trade Debt                 $61,752

The Milwaukee Mile            Race Promotion             $47,595

Grupo Automovillistico        Race Promotion             $45,562
Nacional y Deporti


CEC INDUSTRIES: PayCard Inks Marketing Pact with La Economica
-------------------------------------------------------------
CEC Industries Corp. (OTC Pink Sheets: CECC) announced that its
PayCard Solutions, Inc. subsidiary, an up-and-coming leader in the
burgeoning billion-dollar electronic prepaid and stored value card
industry, has signed a joint marketing agreement with La Economia
de Dios.  

The internationally popular Hispanic Ministry reaches more than
180 million viewers and listeners through its network of
television and radio stations.

"TSO, a PayCard marketing partner, who has cultured a 25-year
relationship with Dr. Juan Bruno Caamano, was instrumental in
executing this agreement," said Michael Anderson, Director of
Business Development for PayCard.  "We are delighted to have a
prestigious partner like La Economia De Dios offering PayCard's
prepaid debit card and prepaid MasterCard to its 15 million
Hispanic domestic viewers and over 180 million international
viewers."

"PayCard's prepaid solutions will provide a safe, convenient and
easy-to-use product for our cardholders," said Dr. Juan Bruno
Caamano, Founder and President of La Economia De Dios.  "We're
excited about offering the card through our network of
approximately 2,500 churches in the U.S. and we anticipate 100,000
domestic cardholders within six to nine months."

Dr. Bruno said they will launch the PayCard product at the
Almavision Anniversary Party on Saturday, January 24, 2004 at the
Los Angeles Forum.  To date, more than 18,000 tickets have been
sold to the event, which is expected to be a sell-out.

PayCard offers prepaid and stored value products.  The PIN-based
cash-value cards can be loaded with a cash value and used as a
safe way for carrying funds for vacations, business trips and
other travel. They may be given to spouses, children and as gifts
and are a convenient way to transfer money to people in other
states and countries. Other functions of the card include Money
Transfer Card, Sales Incentive Card, Rebate Card, Shopping Card,
Teen Card and Gift Card. PayCard's payroll card programs include
both employer-based programs, implemented and endorsed by large
employers, and employee-based programs, offered to employees on an
individual basis and implemented in a style similar to direct
deposit. The card can be utilized at 8 million locations
worldwide. In addition to being useful for employers, these
programs are also money saving solutions for multi-level sales
organizations, health organizations and any other company that
distributes to individuals or receives funds from individuals on a
regular basis. The pin-based cards for both of these programs may
also be upgraded to a signature-based card so they may be used for
a larger variety of purchases.

PayCard Solutions, Inc. is an up-and-coming industry leader in
designing, implementing, marketing and providing high-tech
solutions for stored value products, prepaid products and co-
branded electronic paycards. The Company has grown substantially
by providing solutions for small and large businesses, nationwide
chain outlets, associations, network marketing organizations,
insurance companies, individuals and independent sales
organizations.

La Economia De Dios is an International Hispanic Christian
Ministry.  Dr. Juan Bruno Caamano, founder and president of La
Economia De Dios and Almavision, broadcasts through television and
radio stations across the globe. Dr. Juan Bruno Caamano has 7
television stations in the U.S. and in 23 Spanish-speaking nations
that reaches over 15 million domestic viewers and 180 million
people worldwide.  The ministry has acquired two new television
stations this year in Puerto Rico that reaches 4 1/2 million
viewers, one in the Dominican Republic that reaches 10 million
viewers, and one in Mexico that reaches viewers in 5 cities.

CEC Industries' September 30, 2003 balance sheet shows a working
capital deficit of about $700,000 and a total shareholders' equity
deficit of about $860,000.


CENTRAL PARK: First Creditors' Meeting to Convene on January 26
---------------------------------------------------------------
The United States Trustee will convene a meeting of Central Park
East Estates, Inc.'s creditors on January 26, 2004, 10:30 a.m., at
11 Livingston Street, Suite 1102, Brooklyn, New York 11201. This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Staten Island, New York, Central Park East
Estates Inc., is in the business of Real Estate for homes, active
communities and properties.  The Company filed for chapter 11
protection on December 19, 2003 (Bankr. E.D.N.Y. Case No. 03-
26939).  David J Doyaga, Esq., at Doyaga & Schaefer represents the
Debtors in their restructuring efforts. When the Debtors filed for
protection from their creditors, they listed $8,500,000 in total
assets and $5,318,515 in total debts.


CHESAPEAKE: S&P Assigns Shelf Registration BB/B+ Prelim. Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
senior unsecured debt rating and preliminary 'B+' subordinated
debt rating to specialty packaging producer, Chesapeake Corp.s
$300 million Rule 415 universal shelf registration. All other
ratings were affirmed.

The outlook is stable.

"Proceeds from any securities issued under the shelf registration
could be used for general corporate purposes, including debt
repayment or acquisition financing," said Standard & Poor's credit
analyst Pamela Rice. Chesapeake's operating subsidiaries are not
expected to guarantee any senior unsecured notes that might be
issued under this registration. As a result, the actual senior
unsecured debt rating at the time of issuance could be one or two
notches below the corporate credit rating, based on the amount of
priority liabilities expected to rank ahead of senior unsecured
lenders in the event of bankruptcy.
     
The ratings on Richmond, Va.-based Chesapeake Corp. reflect its
limited product diversity, competitive pricing pressures, modest
level of discretionary cash flow, and aggressive debt leverage,
partially offset by its leading position in European specialty
packaging markets, value-added product mix, diverse end use
markets, and relatively stable demand.


CITY OF PITTSBURGH: Fitch Affirms BB $869-Million Bond Rating
-------------------------------------------------------------
Fitch Ratings affirms the 'BB' rating on the City of Pittsburgh,
PA's $869.3 million of outstanding general obligation bonds. The
city remains on Rating Watch Negative, indicating the possibility
of a further downgrade.

This rating action is based on Fitch's review of a summary of the
city's adopted 2004 budget, as well as recent discussions with
city finance officials regarding Pittsburgh's liquidity position
and its status under the Financially Distressed Municipalities Act
(Act 47). Fitch previously lowered Pittsburgh to the current
rating level on Nov. 7, 2003, primarily due to concerns regarding
the city's ability to access external sources of liquidity that
might have been needed to meet a Mar. 1, 2004 debt service
payment, a need which now appears less imminent.

Fitch believes the city's 2004 budget, while technically balanced,
reflects ongoing structural problems in the form of unrealistic
revenue and expenditure reduction assumptions and the continued
use of one-shot measures in lieu of permanent balancing
strategies. Moreover, the formal declaration of financial distress
by the commonwealth in December 2003 is but a starting point on an
elongated sequence of events that may, or may not result in the
adoption of revenue and spending adjustments needed to achieve
structural balance.

During the intervening weeks since Fitch's Nov. 7 downgrade, the
city has slightly improved its financial position, ending 2003
with an unaudited $29.7 million general fund cash position, or
approximately $8.5 million higher than forecast in November. As a
result, Pittsburgh now projects that it will be able to meet all
financial obligations in the first quarter of 2004, including a
$48.6 million debt service payment due March 1. In addition to the
improved ending cash position, the city reports that its property
tax bills will be mailed as scheduled, allowing for timely receipt
of escrowed real estate tax payments that are discounted by 2% if
received on or before Feb. 10. Cash available at the end of
February is projected at $19.1 million, after payment of debt
service to the bond trustee; the amount is equal to less than 5%
of the 2004 operating budget.

Negotiations have been completed with four major regional banks
regarding a credit facility of up to $40 million, which the city
now projects it will not need to draw upon until the third quarter
of 2004, if at all. Terms were not provided to Fitch, but were
reportedly favorable. The credit facility could be closed quickly
should the need arise. Realization of budgeted revenue
enhancements and planned savings initiatives, along with the
potential impact of unanticipated costs, continue to present risks
to near term cash flow given the city's slim financial cushion.

At present Fitch anticipates that its next review of this rating
will begin in conjunction with the formal filing of a financial
recovery plan, which must happen within 90 days of the appointment
of a coordinator. The Secretary of the Pennsylvania Department of
Community and Economic Development is due to appoint a coordinator
by the end of January. If circumstances warrant, such as in the
case of legislative action outside the Act 47 process, Fitch also
may comment.


CONSOL ENERGY: Elects Three Independent Board Members
-----------------------------------------------------
CONSOL Energy Inc. (NYSE: CNX) has elected three independent
members to its Board of Directors.

They will serve until the next election of directors at the annual
meeting of shareholders, expected to be in late 2004.

"We have added both breadth and depth to our Board of Directors,"
said J. Brett Harvey, president and chief executive officer of
CONSOL Energy Inc. "Each of our new directors brings skills and
experience that are well-suited to the needs of the company."

Those elected were:

William E. Davis, 61, of Skaneateles, New York. Mr. Davis has
spent much of his career in the electric power industry, most
recently as chairman of National Grid USA, a subsidiary of
National Grid Transco, of London. He also served in a number of
senior and executive management positions, including chairman and
chief executive officer, at Niagara Mohawk Power Corporation.
Mr. Davis also was the executive deputy commissioner of the New
York State Energy.

William P. Powell, 47, of New Canaan, Connecticut. Mr. Powell
currently is managing director of Williams Street Advisors, an
investment banking advisory boutique. He had been Co-Head of
Dillion Read's Corporate Finance Department prior to the firm's
sale and subsequent merger with UBS AG. and remained in the
Corporate Finance Department of the merged firm until he helped
found Williams Street Advisors.  Since 1993, he has been a
director of Cytec Industries where he chairs the Governance
Committee and serves on the Audit Committee.

Joseph T. Williams, 66, of Dallas, Texas. Following 18 years with
Chevron Corp., Mr. Williams held chairman and chief executive
officer positions with both private and publicly traded oil and
natural gas exploration and production companies. He most recently
was chairman and chief executive officer of DevX Energy, Inc.,
after serving as president and chief executive officer of MCN
Investment Corporation.

CONSOL Energy Inc. (S&P, BB- Corporate Credit Rating, Negative) is
the largest producer of high-Btu bituminous coal in the United
States. CONSOL Energy has 20 bituminous coal mining complexes in
seven states and in Australia. In addition, the company is one of
the largest U.S. producers of coalbed methane with daily gas
production of approximately 135 million cubic feet from wells in
Pennsylvania, Virginia and West Virginia. The company also has a
joint-venture company to produce natural gas in Virginia and
Tennessee, and the company produces electricity from coalbed
methane at a joint-venture generating facility in Virginia.

CONSOL Energy Inc. has annual revenues of $2.2 billion. It
received the U.S. Department of the Interior's Office of Surface
Mining National Award for Excellence in Surface Mining for the
company's innovative reclamation practices in 2002 and 2003. Also
in 2003, the company was recognized as a leader in innovation in
business technology and IT operations by its addition to
Information Week magazine's "Information Week 500," one of only 28
energy and utility companies being honored. In 2002, the company
received a U.S. Environmental Protection Agency Climate Protection
Award. Additional information about the company can be found at
its Web site at http://www.consolenergy.com/


CONSOL ENERGY: Special Committee Completes Investigation
--------------------------------------------------------
CONSOL Energy Inc. (NYSE: CNX) announced that a Special Committee
of its Board of Directors has completed its previously announced
investigation and delivered its report to the Board on the
allegations made in an anonymous letter received by CONSOL last
October.  

During the course of its investigation, the Special Committee
expanded the matters under review to include allegations made in
other anonymous letters received after the investigation
commenced.  The Special Committee's report, supported by the
signed report of its independent counsel, states that the
Committee "found no evidence of fraud or malfeasance with respect
to any of the matters reviewed."

In addition, the Committee found "no evidence to suggest that
CONSOL's publicly issued financial statements were incorrect with
respect to any of the matters reviewed."

In October 2003, the Board of Directors formed the Special
Committee to conduct an inquiry into the validity of claims in an
anonymous letter addressed to the Securities and Exchange
Commission.  The Special Committee was composed of Directors
Patricia A. Hammick, who served as its Chair, and James E.
Altmeyer.  The Special Committee, with the assistance of its
independent counsel Kirkpatrick & Lockhart LLP, conducted an
investigation that took place over the span of 14 weeks, and
consisted of a review of over 170,000 pages of documents and the
interview of 60 CONSOL employees, officers, directors and other
parties.

The Special Committee's report also addressed ancillary matters
which came to its attention as a result of the investigation.  The
report placed particular emphasis on CONSOL's need to adopt best
practices with respect to corporate governance and earnings
guidance.  In that regard, the Board established a Nominating and
Corporate Governance Committee, to be chaired by Ms. Hammick, to
solidify the Board's commitment to the best practices of corporate
governance now and in the future.

"This report reaffirms the integrity of our management team," John
Whitmire, Chairman of CONSOL Energy Inc., stated.  "We now look
forward to concluding our pending securities filings and turning
our attention to the implementation of the various recommendations
made by the Special Committee."

Brett Harvey, President and Chief Executive Officer of CONSOL
Energy Inc., said: "The full management team welcomes the
continued support of the Board and looks forward to working with
the Board and our new Nominating and Corporate Governance
Committee in moving CONSOL Energy forward as a leader in corporate
governance practices.  We will also be undertaking a review of our
earnings guidance practices in the near term.  With respect to our
pending registration statements and other securities filings, we
will be working with the SEC and our independent accountants to
identify the next steps to be taken in regard to those filings so
that they may proceed."

CONSOL Energy Inc. (S&P, BB- Corporate Credit Rating, Negative) is
the largest producer of high-Btu bituminous coal in the United
States. CONSOL Energy has 20 bituminous coal mining complexes in
seven states and in Australia. In addition, the company is one of
the largest U.S. producers of coalbed methane with daily gas
production of approximately 135 million cubic feet from wells in
Pennsylvania, Virginia and West Virginia. The company also has a
joint-venture company to produce natural gas in Virginia and
Tennessee, and the company produces electricity from coalbed
methane at a joint-venture generating facility in Virginia.

CONSOL Energy Inc. has annual revenues of $2.2 billion. It
received the U.S. Department of the Interior's Office of Surface
Mining National Award for Excellence in Surface Mining for the
company's innovative reclamation practices in 2002 and 2003. Also
in 2003, the company was recognized as a leader in innovation in
business technology and IT operations by its addition to
Information Week magazine's "Information Week 500," one of only 28
energy and utility companies being honored. In 2002, the company
received a U.S. Environmental Protection Agency Climate Protection
Award. Additional information about the company can be found at
its Web site at http://www.consolenergy.com/


DANA CORP: Will Publish Fourth-Quarter Results on February 11
-------------------------------------------------------------
Dana Corporation (NYSE: DCN) will announce its fourth quarter
results on Wednesday, February 11, 2004.  A conference call is
scheduled for 10:00am EST.  Bill Carroll, Dana's acting president
and chief operating officer and Bob Richter, Dana's chief
financial officer, will host the call.

The call may be accessed via Dana's Web site http://www.dana.com/
where it will be accompanied by a slide presentation, or by
dialing (800) 275-3210.  Please dial into the conference 5 minutes
prior to the call.

An audio recording of this conference call will be available after
1:00pm EST on February 11, 2004.  To access this recording, please
dial (800) 537-8823 if calling from within the U.S. or Canada and
(800) 472-8810 if calling from anywhere within Ohio.

Webcast replay will be available after 3:00 pm EST on February 11,
2004. This replay may also be accessed via Dana's Web site
http://www.dana.com/

Dana Corporation (S&P, BB Corporate Credit and Senior Unsecured
Debt Ratings, Positive) is a global leader in the design,
engineering, and manufacture of value-added products and systems
for automotive, commercial, and off-highway vehicle manufacturers
and their related aftermarkets.  The company employs approximately
60,000 people worldwide.  Founded in 1904 and based in Toledo,
Ohio, Dana operates hundreds of technology, manufacturing, and
customer service facilities in 30 countries. The company reported
2002 sales of $9.5 billion.


DELTA PHONES INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Delta Phones Inc.
             1245 East Diehl Road Suite 300
             Naperville, Illinois 60563

Bankruptcy Case No.: 04-00823

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     EZ Talk Communications, LLC                04-00828

Type of Business: The Debtor is a local exchange carrier.

Chapter 11 Petition Date: January 8, 2004

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Michael J. Davis, Esq.
                  Kofkin, Springer, Scheinbaum & Davis
                  611 South Addison Road
                  Addison, IL 60101

                               Total Assets    Total Debts
                               ------------    -----------
Delta Phones Inc.                $3,614,298    $10,209,692
EZ Talk Communications, LLC        $418,532     $3,643,102

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
SBC Bill Payment Center                    Unknown

Bell South                                 Unknown

Bell South                                 Unknown

FREMA Group, LLC                           Unknown

Sales tax AR                               Unknown
Dept. of Finance and Administration

Sales tax MO                               Unknown
Missouri Department of Revenue

Sales tax TX                               Unknown
Texas Comptroller of Public

Sales tax OK
Oklahoma Tax Comm. Franchise Tax           Unknown

SPRINT                                     Unknown

CenturyTel                                 Unknown

Sales tax TN                               Unknown
Tennessee Dept. of Revenue

Sales tax AL                               Unknown
Alabama Dept. of Revenue

Sales tax KY                               Unknown
Kentucky Revenue Cabinet

Sales tax LA                               Unknown
Louisiana Dept. of Revenue

CCH Incorporated                           Unknown

Wright, Lindsey & Jennings, LLP            Unknown

NECA USF TX                                Unknown

Casey & Gentz, LLP                         Unknown

Sales tax KS                               Unknown
Kansas Retailers' Sales Tax

M & T Capital Group                        Unknown


DELTA WOODSIDE: Second-Quarter 2004 Results Reflect Improvement
---------------------------------------------------------------
Delta Woodside Industries, Inc. (NYSE: DLW) reported net sales of
$48.5 million for the quarter ended December 27, 2003, an increase
of 35.3% when compared to net sales of $35.9 million for the
quarter ended December 28, 2002. The increase over the prior year
quarter was the result of increased unit sales partially offset by
a 2.3% decline in average sales price.

For the six months ended December 27, 2003, the Company reported
net sales of $91.1 million as compared to net sales of $82.0
million for the previous year six months ended December 28, 2002.
The increase was the result of an increase in unit sales partially
offset by a 1.0% decline in average sales price. Unit sales
increased because customer demand improved, primarily as a result
of stronger retail sales coupled with improved demand for military
fabrics. Product mix changes accounted for the decline in average
sales price.

The Company reported an operating profit of $1.9 million for the
quarter ended December 27, 2003 compared to an operating profit of
$1.2 million in the prior year quarter. For the six months ended
December 27, 2003 the Company reported an operating loss of
$78,000 compared to an operating profit of $4.3 million for the
six months ended December 28, 2002. The Company reported net
income of $0.7 million or $0.11 per common share for the quarter
ended December 27, 2003 compared to net income of $0.3 million or
$0.05 per common share for the quarter ended December 28, 2002.
For the six months ended December 27, 2003, the Company reported a
net loss of $2.5 million or $0.42 per common share as compared to
net income of $1.7 million and $0.29 per common share for the
previous year's six months ended December 28, 2002. The
improvement in operating profit in the current year quarter was
impacted by improved manufacturing costs absorbed due to increased
running schedules and a gain on disposal of equipment reflected in
other operating income, partially offset by deteriorating margins
on commodity products due to continued pressure from imports
coupled with over capacity of domestic textile production. The
operating loss for the current year six month period resulted
principally from unabsorbed manufacturing costs associated with
reduced running schedules brought on by reduced customer demand in
the first quarter. Increased employee benefit costs in the first
quarter also contributed to the operating loss.

For the current quarter and six months ended December 27, 2003 the
Company recorded tax expense of $35,000. For the prior year
quarter and six months ended December 28, 2002, the Company
recorded a tax expense of $0.2 million and $1.1 million,
respectively.

On January 16, 2004, based on the recommendation of Delta
Woodside's Compensation Committee, the Board (with Mr. Garrett
abstaining) approved an amendment of the Company's deferred
compensation plan. The amendment is contingent on receiving the
requisite consent of the Company's revolving credit agreement
lender. Based on conversations with the revolving credit lender,
the Company believes that this consent will be obtained. The
deferred compensation plan amendment provides that each
participant's deferred compensation account will be paid to the
participant upon the earlier of the participant's termination of
employment or in accordance with a schedule of payment that will
pay approximately 40%, 30%, 20% and 10% of the participant's
current account on February 15 of 2004, 2005, 2006 and 2007,
respectively. Any such February 15 payment will be conditioned on
there being no default under the Delta Mills Senior Note Indenture
or the Company's revolving credit facility and on compliance with
the fixed charge coverage ratio test in the Senior Note Indenture.
The Compensation Committee and the Board adopted this amendment as
a measure to retain key employees who, in light of the general
difficulties in the textile industry, have expressed a desire to
diversify their retirement assets. As of December 31, 2003, the
Company's aggregate deferred compensation liability was
approximately $8 million. Of this amount, approximately
$1,949,000, $463,000 and $131,000 were for the account of William
F. Garrett, CEO, William H. Hardman, Jr., CFO, and Donald C.
Walker, Controller, respectively.

As a result of this amendment to the deferred compensation plan,
approximately $3.7 million, which represents the first February 15
payment, plus distributions anticipated to occur in the next
twelve months due to participant retirements, has been
reclassified on the balance sheet at December 27, 2003 from
deferred compensation to accrued employee compensation in current
liabilities. The Company estimates that this amendment will result
in interest savings of $1.1 million over the next four years and
approximately $5.1 million over the term of the original plan.

As previously announced, the Company received notification from
the New York Stock Exchange (NYSE) on November 3, 2003 that the
Company was below the continued listing standard that provides
that a listed company's average market capitalization cannot be
less than $15 million over a consecutive 30 trading day period.
The Company's plan for restoring compliance with the $15 million
market capitalization criterion was submitted to the NYSE on
December 2, 2003. As a result of its review, the NYSE's Compliance
Committee has informed the Company that if the Company restores
its absolute and 30 trading day average market capitalization to
the required $15 million level by March 31, 2004 (and the 30-day
average market capitalization does not fall below $7.5 million
before such date), NYSE will refrain from initiating suspension
and delisting procedures against the Company subject to the
Company staying in compliance with the NYSE's continued listing
criteria over a monitoring period lasting until May 2005. The
Company currently expects to return to compliance with the
continued listing criteria by March 31, 2004 and remain in
compliance during the monitoring period; however, there can be no
assurance to this effect. Since January 9, 2004, the Company's
market capitalization has been in excess of $15 million.

At the end of the quarter ended December 27, 2003 the Company's
operating subsidiary Delta Mills, Inc. was in compliance with the
financial covenants of its $50 million revolving credit agreement
with GMAC.

W.F. Garrett, President and CEO, commented, "While I and the
management team are pleased with the second quarter results,
everyone involved recognizes we are still in a volatile textile
environment. We understand that within the next twelve months we
will be faced with greater competition. We believe we are prepared
for this challenge, and also recognize that every quarter for the
foreseeable future will remain a challenge."

Delta Woodside Industries, Inc. -- whose corporate credit rating
is currently rated at CCC by Standard & Poor's -- is headquartered
in Greenville, South Carolina. Through its wholly owned
subsidiary, Delta Mills, it manufactures and sells textile
products for the apparel industry. The Company employs about
1,600 people and operates five plants located in South Carolina.


DII INDUSTRIES: Proposes Uniform Interim Compensation Procedures
----------------------------------------------------------------
Michael G. Zanic, Esq., at Kirkpatrick & Lockhart LLP, in
Pittsburgh, Pennsylvania, notes that the DII Industries, and
Kellogg, Brown & Root Debtors' reorganization will be complex in
that it will entail:

   * resolution of claims for personal injury or other damages
     caused or allegedly caused by asbestos or silica, or
     products containing asbestos or silica; and

   * confirmation of a reorganization plan that utilizes the
     release and channeling injunction provisions set forth in
     Section 524(g) of the Bankruptcy Code.

Mr. Zanic states that based on experience in similar bankruptcy
proceedings, it is anticipated that the U.S. Trustee will form an
official Asbestos Committee, and may also form an official Silica
Committee and an official committee of unsecured trade creditors.  
Any committee formed by the U.S. Trustee is likely to hire
professionals to represent them in the Debtors' Chapter 11 cases.
It is also expected that the Futures Representative will be
appointed to represent unknown holders of Asbestos PI Trust
Claims and Silica PI Trust Claims and will hire professionals as
well.  Accordingly, it is anticipated that a significant number
of fee applications will be filed in the Debtors' bankruptcy
cases.

Because of the number of professionals likely to be involved in
the Debtors' Reorganization Cases, the task of reviewing fee
applications could be overwhelming if not done on a regular
basis.  Thus, the Debtors ask the Court to establish these
procedures for interim compensation and reimbursement of expenses
of the professionals employed and retained in their Chapter 11
cases:

(1) Monthly Fee Applications -- Payment Procedures

    On or before the last day of the month following the month
    for which compensation and reimbursement of expenses is
    sought, the Professionals will file electronically with the
    Clerk of the Bankruptcy Court a monthly fee application for
    their services and expenses incurred during the preceding
    month.  Professionals that are not qualified to file
    electronically will prepare their Monthly Fee Application and
    deliver it to the Debtors' Pittsburgh counsel and the counsel
    will be the one to electronically file the Monthly Fee
    Application.  However, contemporaneous with the filing, all
    Professionals will serve a copy of their own Monthly Fee
    Application on the Official Service List then in effect for
    this bankruptcy proceeding.

    (a) Objections to a Monthly Fee Application will be served on
        the affected Professionals and on each of the Service
        Parties so that they are received no later than the
        15th day of the month.  Objections to a Monthly Fee
        Application must be in writing and must be specific as to
        the line item or task as to which the objection is made;

    (b) No later than the 20th day of the month following
        service of the Monthly Fee Application and the Quarterly
        Fee Application, the Professional will certify to
        Kirkpatrick & Lockhart LLP in writing either that no
        objections have been received with regard to its
        Monthly and Quarterly Fee Application, or if an objection
        has been received, the amount of the undisputed portion
        of the Professional's Monthly and Quarterly Fee
        Application, including a copy of the objection as an
        Attachment.  The Certifications will be addressed to:

        Kirkpatrick & Lockhart LLP
        Henry W. Oliver Building,
        535 Smithfield Street,
        Pittsburgh, Pennsylvania 15222
        Attn: Kristen Serrao;

    (c) For the first and second months of a quarter, and within
        three business days after having received the
        Certification, Kirkpatrick will file with the Clerk of
        the Bankruptcy Court and serve on the Debtors a copy of
        all Certifications received from the Professionals;

    (d) Within 10 days after receipt of the Monthly
        Certifications, the Debtors will pay in advance 100% of
        the undisputed expenses and 80% of the undisputed fees
        set forth in the Monthly Certifications.  This
        Administrative Order constitutes approval of the
        disbursals of the authorized advances and applies
        individually with respect to each Application.  Disbursal
        of the 20% balance of the undisputed fees and disbursal
        of all disputed fees and expenses requested by each
        Applicant will not be made pending further court order.
        Pursuant to Sections 330 and 331 of the Bankruptcy Code,
        any and all disbursals as advances to each and any
        Applicant are subject to allowance, disallowance or
        disgorgement at the Quarterly Fee Application Hearings;

    (e) Monthly Fee Applications will be filed for each month
        except for the last month of any quarter in which case a
        Quarterly Fee Application will be filed.  The Quarterly
        Fee Application will not include another copy of the
        Monthly Fee Applications "for the first two months" of
        the quarter, but will only include a reference in the
        narrative of the Quarterly Fee Application that sets
        forth each of the dates and docket numbers at which the
        Monthly Fee Applications included in the relevant
        quarter were filed;

(2) Quarterly Fee Applications

    (a) On or before the last day of the month following the last
        month of the quarter for which compensation and
        reimbursement is sought, the Professionals will file
        electronically with the Clerk of the Bankruptcy Court an
        application for approval and allowance of interim
        compensation pursuant to Section 331 for services
        rendered during the preceding quarter.  Professionals
        that are not qualified to file electronically will
        prepare their Quarterly Fee Application and deliver the
        same to the Debtors' Pittsburgh Chapter 11 counsel and
        the counsel will electronically file that Professional's
        Quarterly Fee Application.  The Professionals will
        deliver two copies of the filed Quarterly Fee Application
        to the Debtors' counsel.  One copy will be used by the
        Debtors' counsel to take care of service of the Quarterly
        Fee Applications on the Service Parties.  The second copy
        should include the first two months of the relevant
        quarter's fee applications as exhibit B and will be hand
        delivered to Judge Fitzgerald;

    (b) Objections to the Quarterly Fee Applications will be
        filed with the Clerk of the Bankruptcy Court and served
        on the relevant Professionals and each of the Service
        Parties by the date set forth in the notice scheduling a
        hearing on the Quarterly Fee Applications.  Objections
        must be in writing and must be specific as to the line
        item or task as to which the objection is made.  Any
        entity served with the Quarterly Fee Applications must
        raise any objections within the time specified in the
        notice.  Objections that could have been, but were not,
        raised in the Quarterly Fee Application process by
        entities provided with the notice will not be considered
        at the final fee hearing.  The procedure for the service
        and filing of the certifications of no objections to the
        Quarterly Fee Applications will be similar to that of the
        Monthly Fee Application;

    (c) Kirkpatrick will prepare a spreadsheet of fees and
        expenses of all Professionals' Quarterly Fee Applications
        and promptly file the same with the Clerk of the
        Bankruptcy Court, but no later than five business days
        before the date scheduled for a hearing on the Quarterly
        Fee Applications;

    (d) Hearings with respect to Quarterly Fee Applications will
        be held in accordance with the schedule of omnibus
        hearings and applicable filing deadlines issued by the
        Court from time to time;

    (e) At the hearings with respect to the Quarterly Fee
        Applications, the Court may allow or disallow any portion
        of the authorized advances, may order disgorgement of any
        advances disbursed to any Applicant, and may authorize
        payment by the Debtors of any unpaid fees and expenses,
        including the 20% holdback, remaining from the monthly
        authorized payments to Professionals;

(3) Format of Fee Applications

    The format of all Fee Applications will comply with Local
    Rule 9016.1 with these clarifications:

    -- Each Quarterly Fee Application will contain in narrative
       form a description of the services rendered by the
       Applicant;

    -- The entries will be arranged chronologically by
       category:

       * Timekeepers/date/service/time spent/amount
         charged/initials or name;

    -- Each application will contain as a separate exhibit
       listing the names, initials and hourly rate for each
       professional and paraprofessional and a designation of the
       title and number of years experience as a lawyer or
       paralegal who rendered services and make entries in the
       time period covered by the application;

    -- Time will be kept in intervals of not more than six
       minutes;

    -- Expenses need not be itemized, but only summarized;

    -- However, expenses will be placed in a separate section of
       the fee application, and will not be intermingled with the
       monthly invoices or summaries.  Appropriate records will
       be maintained by applicant in the event an entry is
       questioned;

    -- All Professionals will account for their time and services
       by category of service arranged chronologically under the
       same matter categories.  The initial Categories will be:

       * 01 General (Administrative Matters);
       * 02 Docket Review and Control;
       * 03 Trade Creditors Inquiries & Correspondence;
       * 04 Petitions and Schedules;
       * 05 Retention;
       * 06 DIP Financing;
       * 07 Executory Contracts and Leases;
       * 08 Employment Matters;
       * 09 Asset Sales;
       * 10 Miscellaneous Motions;
       * 11 Disclosure Statement, Plan of Reorganization;
       * 12 Asbestos & Silica Claims, Management and Resolution
            of Claims;
       * 13 Non-Asbestos & Silica Claims, Management and
            Resolution of Claims;
       * 14 Taxes and Compliance;
       * 15 Asbestos Insurance Coverage;
       * 16 Injunction Proceedings Against Asbestos Claimants;
       * 17 Adversary Proceedings;
       * 18 Billing Procedures, Fee Applications;
       * 19 General Corporate; and
       * 20 Travel;

    -- Additional Categories may be added continuing in sequence
       as the need arises without further court order and it will
       be the responsibility of the Professional desiring the new
       Category to coordinate among all Professionals so that
       they will be advised of the additional Category and its
       Category number to include on their list.  Neither the
       first 20 Categories nor any additional categories will be
       deleted or altered, even though services are no longer
       being performed in that Category.  Each fee petition will
       contain a separator of some sort between each Category and
       between each other section of the Application;

    -- Travel time will be separately allocated.  To the extent
       that the Professional does not perform services in this or
       any other case while traveling, compensation will be
       allowed at one-half of the Professional's normal hourly
       rate.  To the extent the Professional performs services in
       connection with another case or for another client while
       traveling, no compensation will be allowed for the travel
       time;

    -- For each Category there will be a summary of the time and
       charges of each Professional who rendered services during
       the relevant billing and a cumulative total of the time
       and charges of all Professionals who rendered services in
       that Category;

    -- Each Quarterly Fee Application will contain a statement of
       the blended hourly rate of Professionals seeking
       compensation;

    -- At the end of each of the Monthly and Quarterly Fee
       Application, there will appear a chart that summarizes the
       information contained in the Application for Compensation;

    -- Special counsel will account for their time and services
       under the Category or Categories for which they have been
       retained and, if appropriate may create subcategories
       within those Categories;

    -- Accountants and Investment Bankers will account for their
       time and services within the Categories to which their
       services apply and may also create subcategories as
       appropriate;

(4) Reimbursement of Committee Members' Expenses

    Members of the official committees appointed in the
    Debtors' Chapter 11 cases may apply for reimbursement of
    out-of-pocket expenses at quarterly intervals.  The
    timing of the first application will coincide with the
    Quarterly Fee Applications.  The procedure for Court
    review of the requests by members of the official
    committees for reimbursement of out-of-pocket expenses
    incurred in connection with the cases will be the same as
    those governing the reimbursement of expenses incurred by
    Professionals;

(5) Character of Interim Payments -- Final Fee Hearings

    (a) The Quarterly Fee Applications will be deemed interim
        allowances pending the final fee hearing, and will, upon
        notice and a hearing, be subject to disgorgement by the
        Professional or committee member receiving the payments;

    (b) The final fee hearing will be on notice to all parties in
        interest, equity security holders and the United States
        Trustee in accordance with Bankruptcy Rule 2002(a)(7).

The Debtors request that each member of any official committee
which may be appointed in their Chapter 11 cases be permitted to
submit statements of expenses and supporting vouchers to the
Committee's counsel, who will collect and submit the members'
requests for reimbursement to the Court pursuant to the
Compensation Procedures.

The Debtors aver that the efficient administration of the
Reorganization Cases will be significantly aided by establishing
the interim compensation and expense reimbursement procedures.

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. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIRECTV LATIN: Court Approves Infront Rejection Claim Settlement
----------------------------------------------------------------
DirecTV Latin America, LLC obtained the U.S. Bankruptcy Court's
approval of a Rejection Claim Settlement with Infront WM GmbH.

                         Backgrounder

DirecTV Latin America, LLC's principal goal in its Chapter 11 case
was to use the means provided under the Bankruptcy Code to
effectively address the increasing problems caused by its
uneconomic programming agreements.  As an initial step in that
effort, the Debtor sought to reject certain uneconomic agreements,
including the agreement it has with Infront WM GmbH, formerly
known as Kirsch Media WM GmbH.  Pursuant to the Agreement, the
Debtor licensed the right to broadcast and make available to its
ultimate subscribers the 2002 and 2006 FIFA World Cups, and was
afforded certain sublicensing and other rights.

Before the Petition Date, Infront commenced litigation in
Switzerland seeking damages for alleged breaches by the Debtor
under the World Cup Agreement. The Debtor has taken the position
in the Swiss Action that the World Cup Agreement had terminated.  
The Swiss Action remains pending but is presently stayed.

The Debtor rejected its remaining obligations under the World Cup
Agreement.  Based on the rejection, Infront timely filed a proof
of claim for $272,500,000 in damages allegedly resulting from the
Debtor's rejection. Subsequently, the Office of the United States
Trustee appointed Infront to the Creditors Committee.

The Debtor reviewed Infront's proof of claim and assessed the
extent to which, consistent with its five-year business plan, it
can broadcast the World Cup and certain other FIFA additional
events on an economic basis.  The Debtor negotiated with Infront
to settle the Infront Rejection Claim and to continue
broadcasting the World Cup Soccer.

Infront and the Debtor agreed that the Infront Rejection Claim
will be allowed as a general unsecured claim for $185,000,000.  
The Agreement is conditioned, however, on the filing and the
ultimate confirmation of the Debtor's Plan, which provides for a
cash distribution to allowed general unsecured claimholders in an
amount not less than 20% of the holder's allowed claims.  

As an integral part of the Settlement, Infront and the Debtor
agreed on the terms of a new programming agreement pursuant
to which Infront will license to the Debtor certain non-exclusive
rights to broadcast the 2006 World Cup to its ultimate
subscribers.  The effectiveness of the New Infront Agreement
remains expressly subject to the Plan Effective Date.  As a
further integral part of the Settlement, the Debtor and Infront's
affiliate, Infront WM AG, agreed to amend, and the Debtor agreed
to assume, a certain Additional Events Agreement and to pay
Infront a compromised cure claim.

The New Infront Agreement incorporates substantial differences
from the terms contained in the original rejected Infront
Agreement including critical reductions in the rates to be paid
by the Debtor.  The Additional Events Agreement also contains
significant rates reduction.

As part of the Settlement, all litigation with respect to the
World Cup Agreement, including the litigation pending in
Switzerland, will be dismissed with prejudice. (DirecTV Latin
America Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DT INDUSTRIES: Sells Converting Technologies Division to Sencorp
----------------------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), a designer, manufacturer and
integrator of automation systems and related equipment used to
manufacture, assemble, test or package industrial and consumer
products, announced that, on January 16, 2004, it sold
substantially all of the assets of its Converting Technologies
division to Sencorp, Inc.

The Company used the net cash proceeds from the sale of
approximately $6.0 million to reduce debt and satisfy payment
obligations owed to its senior lenders.

The Company also stated that it is in continuing negotiations with
its senior lenders on a forbearance agreement relating to its
previously-announced payment default.


DUTCHESS MANOR, LLC: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Lead Debtor: Dutchess Manor, LLC
             1 Main Street
             Highland, New York 12528

Bankruptcy Case No.: 04-35143

Debtors affiliate filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     GDJ Enterprises, Inc.                      04-35144
     Village View LLC                           04-35145

Type of Business: The Debtor owns real property.

Chapter 11 Petition Date: January 20, 2004

Court: Southern District of New York (Poughkeepsie)

Debtors' Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590
                  Tel: 845-298-1600
                  Fax: 845-298-1265

                                Total Assets    Total Debts
                                ------------    -----------
Dutchess Manor                    $5,600,000    $10,000,000
GDJ Enterprises, Inc.             $6,100,000    $10,000,000
Village View LLC                  $4,400,000    $10,000,000

Debtor's Largest Unsecured Creditor:

Entity                               Claim Amount
------                               ------------
Greenwich Capital Markets             $10,000,000
600 Steamboat Road
Greenwich CT 06830


DYNEGY: Settles Western Energy Markets Trading Issues with FERC  
---------------------------------------------------------------
Dynegy Power Marketing Inc. and Dynegy Power Corp., both wholly
owned subsidiaries of Dynegy Inc. (NYSE:DYN), and the four
companies comprising West Coast Power, Dynegy's 50-50 joint
venture with NRG Energy Inc., reached a settlement with the
Federal Energy Regulatory Commission (FERC) staff relating to a
proceeding involving certain trading strategies in western energy
markets during 2000 and 2001.

Under the terms of the settlement, Dynegy and West Coast Power
have agreed to pay approximately $3 million, following final FERC
approval, into a fund established at the U.S. Treasury for the
benefit of California and Western electricity consumers.

In reaching a settlement with the FERC staff, Dynegy and West
Coast Power neither admitted nor denied violating the rules or
tariffs of the California Independent System Operator. Dynegy
manages fuel procurement and trading activities on behalf of West
Coast Power.

The settlement, which must be approved by the FERC, will bring
closure to the FERC staff's litigation regarding trading
strategies in western energy markets addressed in a show cause
order issued by the agency in June 2003. Today's settlement does
not include the pending refund proceedings involving Dynegy Power
Marketing and West Coast Power. Dynegy and West Coast Power
continue to cooperate with all investigations related to the 2000
and 2001 western energy markets.

Dynegy Inc. (S&P, B Corporate Credit Rating, Negative) provides
electricity, natural gas and natural gas liquids to wholesale
customers in the United States and to retail customers in the
state of Illinois.  The company owns and operates a diverse
portfolio of energy assets, including power plants totaling
approximately 13,00 megawatts of net generating capacity, gas
processing plants that process more than 2 billion cubic feet of
natural gas per day and approximately 40,000 miles of electric
transmission and distribution lines.


EASTERN PAPER: Pursuing Talks with Lenders on Continued Funding
---------------------------------------------------------------
Representatives from Eastern Paper, financial lenders,
representatives from the P.A.C.E. Union, and counsel for the
Creditors' committee, met Tuesday with Governor Baldacci of Maine
and his economic team in order to seek agreement on the continued
funding of Eastern Paper's Maine based operations.

Eastern Paper has idled production at both its Brewer and Lincoln,
Maine facilities pending the release of additional funding.
Eastern Paper has been working diligently to secure financing to
allow the company to restart operations and emerge from Chapter 11
bankruptcy protection.

Joseph H. "Pepe" Torras, Jr., reported that the meeting was "very
positive and that substantial progress has been made. Our
financial partners continue to fund our short-term spending needs
specifically in the areas of staffing and mill readiness and we
look forward to a positive conclusion very shortly. The ownership
is committed to exploring all strategic alternatives for the long-
term success of the company and our 750 dedicated employees."

The lenders have requested more time to validate Eastern Paper's
strategic plan and market assumptions. Both parties have agreed to
meet again on Friday, January 23rd to bring the negotiations to a
successful conclusion. All operations will remain idle until at
least this date.

In addition, Torras wanted to extend his gratitude to Eastern's
customers who have been overwhelmingly supportive and patient
while Eastern moves to restart operations.


EMERALD CASINO: Caesars Ent. Submits New Bid for Casino in Chicago
------------------------------------------------------------------
Caesars Entertainment, Inc. (NYSE:CZR), one of the world's leading
gaming companies, has submitted an updated bid to construct and
operate a world-class, Caesars-branded casino in the greater
Chicago area.

The bid, tendered yesterday to representatives of the bankrupt
Emerald Casino, Inc. and the Illinois Gaming Board, calls for
construction of Caesars Chicagoland, a 40,000 square foot casino
with more than 1,100 slot machines, 34 table games, four top-
quality restaurants and four lounges, on a premier site in the
heart of Rosemont, Illinois. The project also would include a
covered garage with more than 3,000 dedicated parking spaces and a
retail-entertainment corridor. Financial details of the bid were
not publicly disclosed.

"Because of its unique proximity to the nation's busiest airport,
major freeways, thousands of hotel rooms and large entertainment
facilities, Rosemont is the only site that can generate the big
economic returns sought by the state, its taxpayers and the
disadvantaged suburban communities that will share in the casino
revenue," said Caesars Entertainment President and Chief Executive
Officer Wallace R. Barr.

"For its part, Caesars Entertainment is uniquely positioned to
develop the Rosemont site to the best possible advantage for the
people of Illinois," Barr added. "We not only are the world's
largest gaming company, we also own the industry's best-known
brand, and we have built a highly efficient, world-wide marketing
organization to support that brand.

"Caesars is a publicly-traded company, licensed in 11 gaming
jurisdictions, that is closely monitored by our shareholders, the
Securities and Exchange Commission and gaming regulators around
the world. We also have an industry-leading compliance
organization," Barr added.

The Caesars Chicagoland project is intended to promote tourism and
economic development throughout the region by attracting a
significant number of customers from other states and other
countries.

The Rosemont site is close to O'Hare International Airport,
accessible from major freeways and adjacent to the state's second-
largest convention facility, the 840,000 square-foot Rosemont
Convention Center. Surrounding the site are nearly 6,000 hotel
rooms and a major entertainment district that includes the 18,000-
seat Allstate Arena and the 4,300-seat Rosemont Theatre.

Barr noted that the Caesars Entertainment marketing database
contains the names of millions of customers who have visited the
company's 29 casino resorts around the world, including 19 in the
United States. With the company's sophisticated data tracking
capabilities, that database can be used to attracts hundreds of
thousands of out-of-state customers to the Chicago area casino,
Barr said.

In addition to providing gaming tax revenue to the state of
Illinois and local tax revenue to the town of Rosemont, Caesars
Chicagoland would deliver millions of dollars to disadvantaged
communities in Cook County through a special economic development
fund financed by gaming revenues. The fund, separate and distinct
from the revenue sharing program to be implemented by the village
of Rosemont, would be controlled by a regional board comprising
representatives of Cook County community organizations, Caesars
Entertainment and Rosemont. Awards for community projects would be
based on merit.

Caesars Entertainment currently holds gaming licenses in 11
separate jurisdictions -- Nevada, New Jersey, Delaware, Indiana,
Mississippi, Louisiana, Ontario, Nova Scotia, Australia, South
Africa and Uruguay. "We are one of the most highly regulated
companies in one of the most highly regulated industries in the
world," Barr said.

The bid for Caesars Chicagoland was submitted under a procedure
established by the State of Illinois to transfer ownership of the
state's 10th gaming license. The license currently is held by
Emerald Casino, Inc., which has sought protection from creditors
under federal bankruptcy laws.

"We have the greatest respect for Illinois regulators and the
regulatory process," Barr said. "We will do everything we can to
make a strong case for Caesars and Rosemont based on a well-
developed economic plan and our reputation for integrity."

Caesars Entertainment, Inc. (NYSE:CZR) is one of the world's
leading gaming companies. With $4.7 billion in annual net revenue,
29 properties on four continents, 29,000 hotel rooms, two million
square feet of casino space and 54,000 employees, the Caesars
portfolio is among the strongest in the industry. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The company has its
corporate headquarters in Las Vegas.

Additional information on Caesars Entertainment can be accessed
through the company's Web site at http://www.caesars.com/


ENRON CORP: Files Fifth Amended Plan and Disclosure Statement
-------------------------------------------------------------
On January 9, 2004, in compliance with the compromises made to
resolve certain objections to the Disclosure Statement, the
Enron Corporation Debtors delivered to the Court their Fifth
Amended Plan of Reorganization and Disclosure Statement.  Among
the revised provisions are:

A. In "Challenges to Certain Claims Based on ENE Guaranties and
   to Certain Large ENA Claims"

   * This paragraph is added:

     "In connection with its review of potential avoidance
     actions, the Debtors and the Creditors' Committee reviewed
     whether any Claims based on guaranties are susceptible to
     challenge.  In determining which claims and causes of
     action to pursue, the Debtors reviewed and analyzed many
     factors regarding the guaranties, including, among other
     things, the potential exposure, the date of issuance or
     amendment, the total volume of guaranties, the number of
     guaranties issued during a particular time period, and the
     timing and nature of the underlying guaranteed
     transactions.  The Debtors consulted with the Creditors'
     Committee regarding their analysis of the guaranties and
     the potential avoidance of such guaranties.  Moreover, in
     the context of negotiating the global compromise, the ENA
     Examiner noted that, if there was a wholesale challenge to
     Creditors holding Guaranty Claims, then it might undermine
     his support for the settlements contained in the Plan and
     the Debtors' ability to gain acceptances of the Plan.  
     Consequently, in light of the ENA Examiner's observation,
     and the review and analysis undertaken by the Debtors, the
     Debtors and the Creditors' Committee determined to
     challenge as constructive fraudulent transfers only those
     Guaranty Claims that arose from a guaranty or an amendment
     to a guaranty executed and delivered during the one year
     period prior to the Initial Petition Date."

   * The Debtors further agree not to challenge guaranties
     issued with respect to the London Prepay; and

   * With respect to the Apache/Choctaw and Zephyrus/Tammy
     financing transactions, the Debtors continue to investigate
     the basis for objecting to the Claims asserted in connection
     with these transactions.  The Debtors are not yet prepared
     or required to assert claims, causes of action or objections
     to the Claims.  However, in the future, the Debtors may
     pursue or compromise any valid claims, causes of action and
     objections to the Claims asserted in connection with these
     transactions.

B. The Litigation Trust and Special Litigation Trusts

   The aggregate distributions of Plan Currency and Trust
   Interests equal 100% of the Allowed Claims of more senior
   classes.

C. Allowed Intercompany Claims

   Adjustments to the allowed amount of Intercompany Claims may
   be made only to reflect:

   (a) Allowed Claims, other than Guaranty Claims, arising from
       a Debtor satisfying, or being deemed to have satisfied,
       the obligations of another Debtor;

   (b) Allowed Claims arising under Section 502(h) of the
       Bankruptcy Code against a Debtor solely to the extent
       that the Debtor does not receive a full recovery on a
       voided transfer due to the compromise of ownership of
       certain multiple-Debtor claims and causes of action; and

   (c) Allowed Claims arising from the rejection of written
       executory contracts or unexpired leases between or among
       the Debtors, other than with respect to certain rejection
       damages arising from trading contracts between or among
       the Debtors or their wholly owned Affiliates.

   The methodology or procedure to be utilized for making the
   adjustments to Intercompany Claims will be agreed upon by
   the Debtors, the Creditors' Committee and the ENA Examiner
   and will be set forth in the Plan Supplement.

   The Debtors are unable to predict the magnitude of potential
   adjustments with any degree of certainty because the issue of
   subrogation or similar doctrines is expected to arise in the
   context of global settlements with Creditors asserting Claims
   against multiple Debtors.  The ability to obtain these
   settlements is highly speculative.  Significantly, Creditors
   should be aware that any adjustments made to the amount of
   Intercompany Claims would not negatively impact projected
   recoveries because the increase in the amount of Intercompany
   Claims, if any, would correlate to Claims that would otherwise
   have been allowed in favor of a third-party Creditor.
   Similarly, the Debtors are unable to predict the magnitude of
   potential adjustments resulting from Section 502(h) with any
   degree of certainty due to the speculative nature of the
   outcome of multiple-Debtor avoidance actions.  In any event,
   the economic impact to Creditors for any adjustment to
   Intercompany Claims would be outweighed by the recovery
   allocated equally to each of the Debtors on account of
   avoidance action.

D. MegaClaim Litigation

   In connection with the prosecution of litigation claims
   against financial institutions, law firms, accounting firms
   and similar defendants, a joint task force comprised of the
   Debtors, the Creditors Committee representatives and certain
   of their professionals was formed to maximize coordination
   and cooperation between the Debtors and the Creditors
   Committee in this regard.  Each member of the joint task
   force is entitled to, among other things, notice of, and
   participation in, meetings, negotiations, mediations, or
   other dispute resolution activities with regard to the
   litigation.  Following the Effective Date, the Creditors
   Committee representatives, together with the Creditors
   Committee's professionals, may continue to participate in
   the joint task force.  The out-of-pocket expenses for the
   members of the joint task force are anticipated to be de
   minimis.  Other than the de minimis out-of-pocket expenses of
   the members of the joint task force, it is believed that the
   efforts of the joint task force in connection with the
   prosecution of the MegaClaim Litigation will not materially
   increase or decrease the cost of the prosecution.

E. Additional Documentation

   The Plan Supplement is a separate volume to be filed with the
   Clerk of the Court no later than 15 days prior to the Ballot
   Date or on other date the Court establishes and provided to
   the ENA Examiner as early as practicable prior to the Ballot
   Date.

F. Wind Trust Creditors

   Each holder of an Allowed General Unsecured Claim against a
   Wind Debtor or an Allowed Wind Guaranty Claim that accepts the
   Plan may elect to receive additional distributions of cash in
   lieu of distributions of CrossCountry Common Equity, PGE
   Common Stock and Prisma Common Stock to which the holder is
   entitled to receive.

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

http://bankrupt.com/misc/15303FifthAmendedPlan&DisclosureStatement.pdf
(Enron Bankruptcy News, Issue No. 95; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENRON CORP: Plan Confirmation Hearing Will Commence on April 20
---------------------------------------------------------------
In his January 9, 2004 order, U.S. Bankruptcy Court Judge Gonzalez
approved the Enron Debtors' Fifth Amended Disclosure Statement,
finding it to contain "adequate information" within the meaning of
Section 1125 of the Bankruptcy Code.  The Court established:

   * January 6, 2004 as the Record Date;

   * February 3, 2004 as the Solicitation Date;

   * March 24, 2004 at 4:00 p.m. as the Plan Objection Deadline;
     and

   * March 24, 2004 at 5:00 p.m. as the Voting Deadline.

The Plan Confirmation Hearing will start at 10:00 a.m. on
April 20, 2004. (Enron Bankruptcy News, Issue No. 95; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FLEMING COMPANIES: Core-Mark Secures Nod to Hire Aon as Actuary
---------------------------------------------------------------
Core-Mark International Inc. obtained the Court's authority to
employ Aon Consulting & Insurance Services as its actuary.  Core-
Mark needs Aon to assist in the preparation and prosecution of the
Core-Mark Pension Plan Motion.

Core-Mark is currently preparing a request seeking relief in
connection with the Core-Mark International, Inc., Non-Bargaining
Employees Pension Plan.  

Specifically, Aon will:

       (a) prepare pension plan minimal funding projections;

       (b) prepare plan termination liability reports;

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

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

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

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

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

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)


FMC CORP: Annual Shareholders' Meeting Set for April 27, 2004
-------------------------------------------------------------
FMC Corporation (NYSE: FMC) announced that its 2004 Annual Meeting
of Stockholders will be held on Tuesday, April 27, 2004 at 2 p.m.
at the Top of the Tower, 1717 Arch Street, 50th Floor,
Philadelphia, Pa., 19103.

FMC Corporation (S&P, BB+ $300 Million Senior Secured Notes
Rating, Negative) is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and quality
products.  The company employs approximately 5,500 people
throughout the world.  FMC Corporation divides its businesses into
three segments: Agricultural Products, Specialty Chemicals and
Industrial Chemicals.


GLOBAL CROSSING: Court Approves Cable & Wireless Settlement Pact
----------------------------------------------------------------
The Global Crossing Debtors ask the Court to approve their
settlement agreement with Cable & Wireless Global Network Limited
and certain of its affiliates.  

Cable & Wireless and its affiliates are significant customers and
suppliers of the Debtors.  Michael F. Walsh, Esq., at Weil,
Gotshal & Manges LLP, in New York, relates that beginning in
February 1999 and continuing through July 2001, the Debtors and
Cable & Wireless entered into separate agreements, including,
certain indefeasible right of use agreements and capacity
purchase agreements.

The Agreements include:

   (1) Dark Fibre Agreement between Global Crossing International
       Ltd. and Cable & Wireless Global Network Limited dated
       February 3, 1999, wherein Cable & Wireless purchased dark
       fiber on the Debtors' network in Europe;

   (2) Maintenance Agreement dated January 10, 2000 between
       Global Crossing Network Centre UK Limited, Global Crossing
       Ireland Limited, GC International and Cable & Wireless,
       pursuant to which GCNC agreed to provide maintenance
       services in respect of the fiber provided under the Dark
       Fibre Agreement;

   (3) Collocation Agreement between GC Pan European Crossing
       Holdings B.V. and Cable & Wireless dated
       January 10, 2000, wherein GC Holdings agreed to provide
       collocation services in respect of the dark fiber provided
       under the Dark Fibre Agreement;

   (4) Framework Agreement dated July 11, 2001 between GC PEC
       and Cable & Wireless, wherein GC PEC granted certain IRU
       rights in duct and fiber to Cable & Wireless;

   (5) Network Capacity Agreement dated September 28, 2000
       between Global Crossing Services Europe Limited and Cable
       & Wireless, wherein Cable & Wireless agreed to provide, on
       an IRU basis, capacity on the Southern Cross Cable System;

   (6) Carrier Data Solutions Agreement dated May 2001 between
       Cable & Wireless UK Services Limited, wherein Cable &
       Wireless UK agreed to provide network connectivity to GC
       Holdings.  The Carrier Data Solutions Agreement terminated
       on December 16, 2002;

   (7) Whitesands Agreement dated November 25, 1997 between Cable
       & Wireless Communications Services Limited and GT Parent
       Holdings LDC for the provision of backhaul capacity on the
       Atlantic Crossing Submarine Cable System; and

   (8) Various agreements between IXNet UK Limited and entities
       within the Cable & Wireless corporate group for the
       provision of network services.

Mr. Walsh explains that a number of different disputes have
arisen under the Agreements.  Under the Dark Fibre Agreement,
Cable & Wireless purchased $125,000,000 of IRUs along the
Debtors' fiber optic network in Europe.  When the parties entered
into that agreement, the Debtors' network in Europe was not yet
complete.  Accordingly, the agreement required Cable & Wireless
to pay, in advance, for the estimated amount of fiber that it
would purchase on the Network, subject to a "true-up" at a later
time of the difference between the price that was paid by Cable &
Wireless and the price for the actual distance of fiber provided
by the Debtors.  Cable & Wireless has asserted that the Debtors
owe $9,000,000 pursuant to such "true-up."  The Debtors dispute
the amount, arguing instead that Cable & Wireless owes them up to
$5,000,000.

In addition, Cable & Wireless was required to pay the Debtors
certain operations and maintenance charges in connection with
IRUs purchased by Cable & Wireless under the Dark Fibre
Agreement.  Cable & Wireless contends that the Debtors breached
the Dark Fibre Agreement by not timely delivering the IRUs and
that Cable & Wireless should be credited for the six months of
O&M charges which it had paid in advance for the period when the
IRU was not yet available.  Accordingly, Cable & Wireless asserts
that it negotiated with the Debtors and received six months' of
O&M, on a go-forward basis, at no charge.  Since there was no
documentation of the agreement and those responsible for the
relationship with Cable & Wireless are no longer employed by the
Debtors, the Debtors have continued to charge Cable & Wireless
over that six-month period for the O&M in the amount of $672,000.
The Debtors also believe that Cable & Wireless owes an additional
$399,000 for O&M under the Duct and Fibre Framework Agreement.

Cable & Wireless has disputed the former O&M charges and has, to
date, refused to pay either O&M charge.

Furthermore, Cable & Wireless has asserted various claims in the
Debtors' Chapter 11 cases including prepetition claims in excess
of $4,000,000 and administrative claims of $2,000,000 for charges
under the Agreements.  The Debtors believe that a number of these
claims are duplicative.  The Debtors also dispute liability for
certain other claims.  The Debtors have not yet objected to Cable
& Wireless' claims.

Mr. Walsh also informs the Court that due to changes in market
conditions and their downsizing of operations, the Debtors no
longer require all of the network capacity provided to them under
the Whitesands Agreement and the IXNet Agreements.  Nevertheless,
the Debtors cannot reject these agreements immediately without
potentially causing severe disruption of service along their own
Network.  Accordingly, the Debtors want to reject the Whitesands
Agreement and the IXNet Agreements effective December 31, 2003.  
Cable & Wireless has consented to this rejection date.

Mr. Walsh states that after a series of arm's-length
negotiations, the Debtors and Cable & Wireless have agreed to
enter into a settlement agreement.  The Settlement Agreement
provides for, among other things, a resolution of all disputes
between the Debtors and Cable & Wireless, and the assumption of a
number of agreements that are critical to the Debtors'
operations.  The salient terms of the Settlement Agreement are:

   (a) The Debtors will assume 21 agreements with Cable &
       Wireless;

   (b) The other agreements not included in the list of assumed
       agreements, including the Whitesands and the IXNet
       Agreements, will be rejected effective as of
       December 31, 2003;

   (c) The Debtors will, on the Plan Effective Date, commit to
       pay Cable & Wireless:

        * $1,573,939 as full and final payment for all
          postpetition amounts due under the Carrier Data
          Services Agreement and the Southern Cross Capacity
          Agreement -- Fixed Payment; and

        * $2,350 per day for the period October 1, 2003 through
          the Plan Effective Date in respect of O&M due under the
          Southern Cross Agreement -- Unascertained Payment;

   (d) Cable & Wireless will pay the Debtors $922,482 as full and
       final payment for all postpetition amounts due under the
       Dark Fibre Agreement and the Duct & Fibre Framework
       Agreement;

   (e) The Debtors and Cable & Wireless will "net-off" the Fixed
       Payment against the Cable & Wireless Payment, and the
       Debtors will pay the difference of $651,457 plus the
       Unascertained Payment in three equal installments on
       January 30, 2004, February 27, 2004, and March 30, 2004
       -- Net Payment;

   (f) All of Cable & Wireless' prepetition claims, to the
       extent liquidated, will be deemed allowed for distribution
       purposes under the Plan, except for Claim Nos. 4984, 4993,
       and 4994, which are duplicative and will be deemed
       disallowed.  In addition, Cable & Wireless will also have
       allowed general unsecured claims for $4,400,000 on account
       of Claim No. 4986 and $732,250 for claims under the
       Southern Cross Agreement;

   (g) The Debtors will issue a credit to Cable & Wireless for
       amounts invoiced under the Dark Fibre Agreement for O&M
       charges for the period July 1, 2000 through January 31,
       2001;

   (h) The parties will amend the Southern Cross Capacity
       Agreement to reduce O&M charges in respect of the two
       circuits that the Debtors require for their own use from
       $107,500 per year to $50,000 per year effective as of
       April 1, 2004.  In addition, the agreement will be amended
       to permit the Debtors to sell, on an IRU basis, any of the
       capacity they purchased under the agreement to a third
       party;

   (i) The parties will amend the Duct and Fibre Framework
       Agreement to provide that quarterly O&M fees will be
       $38,766 starting on January 1, 2004; and

   (j) Upon payment of the Net Payment, the parties will mutually
       release each other from any and all claims that relate to
       or arise under the assumed agreements and rejected
       agreements.

Mr. Walsh points out that the Settlement Agreement is a fair and
equitable resolution of the disputes between the parties and
falls well within the range of reasonableness.  The Settlement
Agreement resolves all claims, without the need for protracted
litigation, for a fraction of the amount asserted by Cable &
Wireless against the Debtors.  In addition, under the Settlement
Agreement, the Debtors will assume only those agreements that are
necessary to the continuing operation of the Network, without the
incurrence of significant payment obligations, other than the
ongoing maintenance charges, as a result of the assumption.  The
Debtors will also lower their operating costs associated with the
Southern Cross Agreement and will be permitted to sell any of the
capacity to a third party without penalty.  The Debtors expect to
sell six of the eight circuits on approval of the Settlement
Agreement, which will generate cash revenue for their operations.

Mr. Walsh also notes that the Settlement Agreement resolves all
disputes with Cable & Wireless that otherwise could have led to
litigation.  Given the complexity of the parties' contractual
relationships, this litigation would be lengthy and expensive and
would require extensive discovery.  These undertakings would be a
drain on the Debtors' resources, at a time when they are trying
to maximize their liquidity.

                          *     *     *

Accordingly, Judge Gerber approves the Debtors' Settlement
Agreement with Cable & Wireless. (Global Crossing Bankruptcy News,
Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GRAND COURT LIFESTYLES: Taps Keen Realty to Sell Co-op Shares
-------------------------------------------------------------
Grand Court Lifestyles, Inc., has retained Keen Realty, LLC to
sell 48 co-op units (18,792 Sponsor Shares) located in 135 Ocean
Parkway, Brooklyn, New York.

"These shares are an excellent opportunity for an investor looking
to increase its portfolio." said Harold Bordwin, Keen Realty's
President. "We have just started marketing this opportunity, and
already we are receiving calls."

Keen Realty is a real estate firm specializing in restructuring
real estate portfolios and selling assets. Grand Court Lifestyles,
Inc., emerged from bankruptcy in 2002 to form a liquidating trust.
Grand Court Lifestyles, Inc. was formed in 1996 to consolidate the
assets of various entities owned by the original sponsors of Caton
Towers. Prior to its bankruptcy filing, Grand Court Lifestyles,
Inc was a fully integrated provider of senior living
accommodations and services and it acquired, developed and managed
senior living communities.

For more information regarding the sale of these co-op shares,
please contact Keen Realty, LLC, 60 Cutter Mill Road, Suite 407,
Great Neck, NY 11021, Telephone: 516-482-2700, Fax: 516-482-5764,
e-mail: info@keenconsultants.com, Attn: Harold Bordwin.


HEALTH CARE REIT: Declares December Quarter Regular Dividend
------------------------------------------------------------
Health Care REIT, Inc. (NYSE:HCN) announced that its Board of
Directors declared a dividend for the quarter ended December 31,
2003 of $0.585 per share.

The dividend represents the 131st consecutive dividend payment.
The dividend will be payable February 20, 2004, to stockholders of
record on January 30, 2004.

Health Care REIT, Inc. (Fitch, BB+ Preferred Share Rating,
Positive), with headquarters in Toledo, Ohio, is a real estate
investment trust that invests in health care facilities, primarily
skilled nursing and assisted living facilities. For more
information on Health Care REIT, Inc., visit
http://www.hcreit.com/  


HOLLINGER INC: Director Andre Bisson Resigns Due to Conflict
------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) announced that,
due to a conflict, Andre Bisson, OC has resigned as a director of
Hollinger and as a member of Hollinger's Audit Committee.

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 INC: Says Andre Bisson Denies Ever Being a Board Member
-----------------------------------------------------------------
Following allegations published in the media in the last few days
to the effect that Mr. Andre Bisson has resigned from Hollinger's
Board, Mr. Bisson wishes to stress a few points.

"Friday, January 16, Hollinger's secretary, Peter White, offered
me to join the Company's Board as Hollinger wanted to maintain a
corporate presence despite selling its assets. After consulting
the Company's documents, I declined the invitation later in the
afternoon."

However, Hollinger Inc. had already broadcasted a press release
announcing that Mr. Bisson and Mr. Rohmer had accepted to sit on
the Board. This release consequently generated some confusion.
    
Mr. Bisson will make no further comment.

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 INT'L: Forms Committee to Review Press Holdings' Offer
----------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) announced the formation
of a Corporate Review Committee of its Board of Directors to
evaluate the implications of the letter sent to the Board by Press
Holdings International Limited and to review all appropriate
actions and alternatives available to the Company.  

The members of the Corporate Review Committee are: Amb. Richard R.
Burt; Dr. Henry A. Kissinger; Mr. Shmuel Meitar; Mr. Paris; Mr.
Richard N. Perle; Mr. Graham W. Savage; Amb. Raymond G.H. Seitz;
and Gov. James R. Thompson.

The Board also elected Gordon A. Paris, Interim Chief Executive
Officer and President, as Interim Chairman of the Board.

Prior to the meeting Lord Black transmitted to Board members a
letter seeking to justify his receipt of the unauthorized payments
previously disclosed by the Company and expressing his rationale
for failure to comply with the agreement Lord Black reached with
the Company in November 2003 requiring repayment of these sums and
other matters. At today's Board meeting the Special Committee
reviewed certain facts concerning the payments, and Lord Black
expressed further views. The Board thereupon voted that there was
no reason to change its views that led to adoption of the November
Agreement, and the Board confirmed its insistence on
implementation of the November Agreement.

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

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


INFINIA: Creditors' First Meeting Scheduled for January 22, 2004
----------------------------------------------------------------
The United States Trustee will convene a meeting of Infinia,
Inc.'s creditors on 1:00 p.m. of January 22, 2004, at Boston
building, 1st Floor, 9 Exchange Place, 355 South Main, Salt Lake
City, Utah 84111. This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Bountiful, Utah, Infinia, Inc., a nursing home,
filed for chapter 11 protection on December 18, 2003 (Bankr. Utah
Case No. 03-41481).  R. David Grant, Esq., represents the Debtors
in their restructuring efforts. When the Company filed fro
protection from their creditors, they listed assets of over $10
million and debts of less than $10 million.


INFOUSA INC: Will Implement Management Stock Purchase Plan
----------------------------------------------------------
infoUSA(R) (Nasdaq:IUSA), the leading provider of proprietary
business and consumer databases and sales and marketing solutions,
announced that its Compensation Committee has decided to implement
a Management Stock Purchase Plan.

The company is in the process of establishing the specific terms
of this plan, and expects to present the plan to shareholders at
its 2004 annual meeting. The new plan is intended to serve as the
principal equity-based compensation plan for management.
Accordingly, infoUSA will discontinue granting stock options,
effective immediately.

Vin Gupta, Chairman and CEO, infoUSA, said, "The new stock
purchase plan is being designed to incentivize and reward key
management of the company. We believe that this type of plan will
be superior to stock options in aligning the interests of
management with those of the company's shareholders."

infoUSA -- http://www.infoUSA.com/-- (S&P, BB Corporate Credit  
Rating, Stable), founded in 1972, is the leading provider of
business and consumer information products, database marketing
services, data processing services and sales and marketing
solutions. Content is the essential ingredient in every marketing
program, and infoUSA has the most comprehensive data in the
industry, and is the only company to own a proprietary database of
250 million consumers and 14 million businesses under one roof.
The infoUSA database powers the directory services of the top
Internet traffic-generating sites, including Yahoo! (Nasdaq:YHOO)
and America Online (NYSE:AOL). Nearly 3 million customers use
infoUSA's products and services to find new customers, grow their
sales, and for other direct marketing, telemarketing, customer
analysis and credit reference purposes. infoUSA headquarters are
located at 5711 S. 86th Circle, Omaha, NE 68127 and can be
contacted at (402) 593-4500.


INT'L SURFACING: Hires Tedder James to Replace Ernst & Young
------------------------------------------------------------
On December 10, 2002, the sole director of International
Surfacing, Inc. adopted a resolution to formally notify the
independent accounting firm of Ernst & Young, LLP that the client-
auditor relationship between International Surfacing, Inc. and
Ernst & Young LLP had ceased.

The last report issued by Ernst & Young LLP on the consolidated
financial statements of the Company related to the Company's
fiscal year ended December 31, 2001. Such report was issued on
March 22, 2002 and Ernst & Young LLP's opinion was modified as to
the uncertainty of International Surfacing to continue as a going
concern. Ernst & Young has not issued any reports on the Company's
consolidated financial statements since the March 22, 2002 report.

The decision to change accountants was recommended by
International Surfacing's Management.

On January 2, 2003, the Company's Board of Directors formally
engaged Tedder James Worden and Associates as its new independent
auditors to audit the its financial statements.


IT GROUP: Committee Obtains Nod to Prosecute Avoidance Actions
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of The IT Group
Debtors obtained permission from the U.S. Bankruptcy Court to
prosecute avoidance actions on the Debtors' behalf, with the
revision of the Court's November 6 Order.

As previously reported, the Committee and the Prepetition Lenders
represent substantially all of the Debtors' constituencies.  
Pursuant to a global settlement to be incorporated into the
Debtors' Chapter 11 Plan, the Debtors' unsecured creditors and
Prepetition Lenders will share in the recoveries of the Debtors'
Other Estate Causes of Action, in addition to the Avoidance
Actions.

The Committee and the Prepetition Lenders believe that potential
claims and causes of action may exist against the Debtors'
current and former officers, directors, accountants, as well
prepetition advisors, agents and other professional persons.  

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)  


IVACO INC: Reports Progress in Implementing Cost Reduction Efforts
------------------------------------------------------------------
Ivaco Inc., said it is proceeding in accordance with the Court
approved timetable towards a potential restructuring of its
business under the Companies' Creditors Arrangement Act (CCAA).

In commenting on the Company's progress to date, Gordon Silverman,
President and Chief Executive Officer of Ivaco Inc., said that:
"Under the guidance of the Restructuring Committee, assisted by
Chief Restructuring Officer Randall Benson, the Company continues
to proceed toward its goal of developing a restructuring plan that
will see the Company emerge from Court protection and return to
long-term profitability".

Mr. Benson added that: "The Company has made progress in
implementing its initial phase of cost reductions and has, in
meetings with its stakeholders, articulated its direction with
respect to future reductions essential to providing a sustainable
return to profitability."

On November 28, 2003, the Ontario Superior Court of Justice
extended the period of Court protection under the CCAA until
February 13, 2004. In accordance with the process agreed with its
creditors and approved by the Court, the Company has already
conducted a number of information sessions with its stakeholders.
Based on the information presented at these sessions, it is the
current view of Ivaco's management and Board of Directors, that
Ivaco's shareholders, including the holders of its preferred
shares, are unlikely to receive any value for their shares under
any Restructuring scenario.

Ivaco filed for protection under the CCAA on September 16, 2003,
citing difficult market conditions for the entire North American
steel industry, which included the high Canadian dollar, U.S.
anti-dumping duty deposits and higher input, energy and
transportation costs.

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components. Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum. In addition, its
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products. Shares of Ivaco are traded on The Toronto Stock
Exchange (IVA).


KAISER ALUMINUM: Secures Clearance for Old Republic Stipulation
---------------------------------------------------------------
The Kaiser Aluminum Debtors obtained the U.S. Bankruptcy Court's
approval of a Stipulation with Old Republic Insurance Company, and
to grant Old Republic an administrative claim.

                         Backgrounder

The Kaiser Aluminum Debtors entered into a stipulation with Old
Republic Insurance Company to (1) assume an October 14, 1996
program agreement where Old Republic issues workers' compensation,
automobile liability and general liability insurance coverage and
(2) increase the amount of a letter of credit collateral issued
for Old Republic's benefit from $6,320,000 to $10,720,000.  The
Letter of Credit secures the Debtors' payment obligations under
the Program Agreement.  In exchange, Old Republic issued new
insurance policies to provide coverage to the Debtors through
October 14, 2003.

On February 24, 2003, the Debtors, with Old Republic's consent,
amended the Letter of Credit to delete an automatic renewal
clause and change the maturity date from April 1, 2003 to
November 30, 2003.  The automatic renewal clause was deleted
because it would have extended the Letter of Credit beyond the
maturity date of the Debtors' Postpetition Credit Facility as in
effect at that time -- the maturity date of the Postpetition
Credit Facility has since been extended to February 13, 2005.  
The maturity date of the Letter of Credit was extended to
November 30, 2003 to cover the term of the Current Policies and
provide some additional time to negotiate an extension of the
policies.  On October 24, 2003, the Debtors amended the Letter of
Credit for a second time by extending the maturity date to
December 31, 2003.

Old Republic has issued or will shortly issue New Policies, which
will continue the array of insurance coverage through October 14,
2004 on essentially the same terms and conditions, except that the
workers' compensation coverage under the Self-Insured Programs
will contain a $100,000,000 per occurrence policy limit.  Old
Republic will also reduce the Letter of Credit from $10,870,000
to $8,720,000.

To effectuate these arrangements, however, Old Republic requires
the Debtors to satisfy these conditions:

   (a) The maturity date of the Amended Letter of Credit must be
       extended to November 30, 2004;

   (b) An automatic renewal clause must be reinserted in the
       Amended Letter of Credit to require the bank issuing the
       Letter of Credit to provide 30 days notice of non-renewal
       to the Debtors and Old Republic; and

   (c) Certain issues with respect to the New Policies must be
       clarified.

If the conditions are not satisfied, Old Republic will cancel the
New Policies effective December 31, 2003.

Old Republic also requires the Debtors to enter into a
stipulation, pursuant to which:

   (a) Old Republic will be entitled to an unliquidated
       administrative claim against the Debtors on account of the
       possibility that the Debtors will fail to make:

       -- premium payments or pay any other amounts due
          with respect to the Program Agreement, the Policies or
          the New Policies;

       -- payments within the deductible layer of the
          Policies with respect to claims covered by the
          Policies; or

       -- payments to the third party administrator
          administering the covered claims;

   (b) Old Republic's administrative claim will:

       -- survive the confirmation of the Debtors' Plan;

       -- not to be liquidated or adjudicated by the Court; and

       -- not to be payable on the Plan effective date.

       In the event the Debtors' cases are converted to
       Chapter 7, Old Republic's administrative claim will be
       estimated or adjudicated by the Court, as appropriate, and
       paid when the Court allows;

   (c) To the extent that Old Republic draws down on the Letter
       of Credit or the Amended Letter of Credit, the Debtors
       will not to seek to recover from Old Republic before
       October 14, 2007, any excess draws on the Letter of Credit
       or the Amended Letter of Credit, unless otherwise agreed
       to by the parties;

   (d) The Debtors will procure the Amended Letter of Credit;
       and

   (e) Old Republic is entitled -- without obtaining relief from
       the automatic stay, only after providing the Debtors,
       Creditors Committee and Asbestos Committee with no less
       than 20 business days' prior written notice -- to exercise
       its state law rights, if any, to cancel the New Policies
       in the event the Debtors:

       -- do not extend the maturity date of the Letter of Credit
          by December 22, 2003;

       -- do not make all required premium payments owed on
          account of the New Policies;

       -- do not make all required deductible payments on account
          of the claims covered by the Policies or the New
          Policies; or

       -- fail to pay amounts owed to the TPA.

       The Cancellation Notice will be served via overnight mail
       and facsimile to:

       The Company:

               John M. Donnan, Esq.
               Deputy General Counsel
               Kaiser Aluminum & Chemical Corporation
               5847 San Felipe, Suite 2500
               Houston, Texas 77057
               Facsimile: (713) 332-4605

               Mr. Kerry A. Shiba
               Vice President and Treasurer
               Kaiser Aluminum & Chemical Corporation
               5847 San Felipe, Suite 2500
               Houston, Texas 77057
               Facsimile: (713) 332-4702

       Debtors' Counsel:

               Gregory M. Gordon, Esq.
               David G. Adams, Esq.
               Jones Day
               2727 N. Harwood Street
               Dallas, Texas 75201
               Facsimile: (214) 969-5100

       Creditors Committee:

               Lisa G. Beckerman, Esq.
               Akin, Gump, Strauss, Hauer & Feld, L.L.P.
               590 Madison Avenue
               New York, New York 10022
               Facsimile: (212) 872-8162

       Asbestos Committee:

               Mark T. Hurford, Esq.
               Campbell & Levine LLC
               800 North King, Suite 300
               Wilmington, Delaware 19801
               Facsimile: (302) 426-9947

       Futures Asbestos Claimants Representative:

               James L. Patton, Jr., Esq.
               Young Conaway Stargatt & Taylor, LLP
               The Brandywine Building
               1000 West Street, 17th Floor
               P.O. Box 391
               Wilmington Delaware 19899
               Facsimile: (302) 571-1253

The Stipulation resolves, in advance, certain issues that are
likely to arise in connection with the Policies and, in
particular, the manner in which Old Republic's administrative
claims will be adjudicated.  The Policies are "occurrence based"
policies and Old Republic's reimbursement rights and associated
claims against the Debtors with respect to the Policies will
remain unliquidated for a substantial period of time, because
covered workers' compensation claims may be payable for years
after the Policies' expiration.

Under these circumstances, placing a value on claims for
deductible loss reimbursement shortly after the end of a policy
year may be difficult and could result in estimated claims that
are either significantly higher or lower than the reimbursement
claims that would actually transpire.  The Stipulation avoids
these issues for the benefit of all parties concerned.

The Stipulation also permits the Debtors to maintain the
necessary workers' compensation, automobile liability and general
liability insurance for the upcoming year at favorable rates.  
The Debtors will also obtain a reduction in the amount of the
collateral required under the Program Agreement.  The New Policies
are critical to the Debtors' operations.  Any interruption in the
insurance coverage could have severe and adverse effects on the
Debtors' ability to retain employees and maintain their business
operations.

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)  


KINETIC CONCEPTS: Proposes Exchange Offer for 7-3/8% Notes
----------------------------------------------------------
Kinetic Concepts Inc. is offering to exchange all outstanding
Series A 7-3/8% Senior Subordinated Notes due 2013 for Series B
7-3/8% Senior Subordinated Notes due 2013  which have been
registered under the Securities Act of 1933, as amended, and which
have been fully and unconditionally guaranteed, jointly and
severally, by the subsidiary guarantors listed on page i of the
Company's prospectus.

The principal terms of the exchange offer are as follows:

Kinetic Concepts will exchange the new notes for all outstanding
old notes that are validly tendered and not withdrawn pursuant to
the exchange offer.

Persons may withdraw tendered old notes at any time prior to the
expiration of the exchange offer.

The form and terms of the new notes are identical in all material
respects to those of the old notes, except that the new notes:

- will have been registered under the Securities Act;

- will not bear restrictive legends restricting their transfer
  under the Securities Act;

- will not be entitled to registration rights that apply to the
  old notes; and

- will not contain provisions relating to liquidated damages in
  connection with the old notes under circumstances related to the
  timing of the exchange offer.

The Company's obligations under the old notes are, and its
obligations under the new notes will be, fully and unconditionally
guaranteed, jointly and severally, on a senior subordinated basis,
by KCI Holding Company, Inc., KCI Real Holdings, L.L.C., KCI
International, Inc., KCI Licensing, Inc., KCI Properties Limited,
KCI Real Property Limited, KCI USA, Inc., KCI USA Real Holdings,
L.L.C. and Medclaim, Inc.

Kinetic Concepts, Inc., whose September 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $580 million,
is principally engaged in the rental and sale of innovative
therapeutic systems and surfaces throughout the United States and
in 15 primary countries internationally.


KMART: Wants $107M Expired Statute of Limitation Claims Expunged
----------------------------------------------------------------
Kmart Corporation and its debtor-affiliates determined that,
pursuant to Section 108 of the Bankruptcy Code, the applicable
statutes of limitations have expired for a number of prepetition
personal injury claims.

Under Section 108(c) of the Bankruptcy Code, the statute of
limitations for an action against the debtor expires at the later
of:

    "(1) the end of such period, including any suspension of such
    period occurring on or after the commencement of such case;
    or (2) 30 days after the notice of termination or expiration
    of the stay under Sections 362, 722, 1201, or 1301 of this
    title, as the case may be, with respect to such claim."

The Debtors point out that the statutes of limitations for all
the Expired Statute of Limitations Claims would have expired
before the Effective Date, if not for the Chapter 11 cases.  The
applicable statutes of limitations for the Expired Statute of
Limitations Claims expired 30 days after the termination notice
or the expiration of the stay.  The automatic stay dissolved on
the Effective Date.

All prepetition personal injury claimants, if they had followed
the prepetition personal injury settlement procedures, would have
had the opportunity to request a modification of the stay before
their statutes of limitations expired.

Accordingly, the Debtors ask Judge Sonderby to expunge 1,085
Expired Statute of Limitations Claims totaling $106,966,910:

          Type of Claims                  Claim Amount
          --------------                  ------------
          Secured                           $1,877,869
          Priority                          12,256,711
          Unsecured                         92,832,330
(Kmart Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LEHMAN BROTHERS: Fitch Affirms 6 Low-B & Junk Note Class Ratings
----------------------------------------------------------------
Fitch Ratings affirms Lehman Brothers - United Bank of
Switzerland's commercial mortgage pass-through certificates,
series 2002-C4, as follows:

     --$60.5 million class A-1 'AAA';
     --$90 million class A-2 'AAA';
     --$141.3 million class A-3 'AAA';
     --$86 million class A-4 'AAA';
     --$850.5 million class A-5 'AAA';
     --Interest only classes X-CL, X-CP and X-VF 'AAA';
     --$18.2 million class B 'AA+';
     --$20 million class C 'AA';
     --$20 million class D 'AA-';
     --$12.7 million class E 'A+';
     --$16.4 million class F 'A';
     --$10.9 million class G 'A-';
     --$12.7 million class H 'BBB+';
     --$12.7 million class J 'BBB';
     --$12.7 million class K 'BBB-';
     --$20 million class L 'BB+';
     --$7.3 million class M 'BB';
     --$7.3 million class N 'BB-';
     --$3.7 million class Q 'B';
     --$1.8 million class S 'B-';
     --$3.7 million class T 'CCC'.

Fitch does not rate the $7.3 million class P or the $16.4 million
class U certificates.

The rating affirmations reflect the consistent loan performance
and scheduled amortization of the pool's collateral balances.
There are currently no delinquent or specially serviced loans.

Fitch reviewed the performance of the Westfield Shoppingtown loan
(20.25%), the 605 Third Avenue loan (11.17%), Hamilton Mall
(5.37%), and the Horizon Portfolio Laughlin loan (1.5%). Although
full-year financial statements have not yet been made available
from the master servicer, Fitch annualized and adjusted net cash
flow as of September 2003, and June 2003 was stable compared to
issuance. The financial statements for the 1166 Avenue of the
Americas loan were not available; however the property was 100%
occupied at underwriting and is located in Midtown Manhattan which
is a strong submarket. Based on their stable performance, these
loans maintain their investment grade credit assessments.

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


MAGNATRAX CORP: Successfully Emerges from Chapter 11 Proceedings
----------------------------------------------------------------
MAGNATRAX Corporation, a leading manufacturer and supplier of
custom, pre-engineered buildings and components for builders and
the commercial construction market, emerged from the Chapter 11
process after conducting a fast-track reorganization.

In May 2003, the company filed voluntary petitions for Chapter 11
protection in the United States Bankruptcy Court for the District
of Delaware. Six months later, U.S. Bankruptcy Court Judge Peter
J. Walsh approved MAGNATRAX'S Plan of Reorganization, setting the
stage for the company's emergence from Chapter 11.

MAGNATRAX accomplished several important objectives during the
nine-month reorganization period including converting
approximately $100 million in debt into substantially all the
equity of the reorganized company and securing a $25 million line
of credit to fund operations. The company successfully
restructured its business with an increased focus on its core pre-
engineered buildings and components businesses and on providing
industry leading builder support programs. As part of its refocus
on core businesses, MAGNATRAX has sold its wholly owned
subsidiaries, Republic Builders Products Company and Windsor Door,
Inc. to Desco Capital Partners.

           Company Announces New Chairman and Board

As a final step in the reorganization process and to provide a
solid foundation of leadership for the company, MAGNATRAX'S owners
have established a six-member board of directors that is chaired
by Jack Hatcher, the former co-founder and president of Varco-
Pruden, the second-largest metal buildings manufacturer in the
industry and former chairman and CEO of Robertson-Ceco Corp., a
NYSE Fortune 500 architectural products company. Hatcher is a 40-
year veteran of the metal buildings industry and was one of the
first and strongest promoters of the metal building industry. He
was responsible for driving the industry to new levels of quality
and performance.

The other board members have extensive experience in the fields of
manufacturing, change management, operations, sales and customer
service including Howard Brod Brownstein, principal of
NachmanHaysBrownstein, Inc.; Kevin McShea, president and CEO of
Xpectra Inc.; Ronald Rothberg, president of The RDR Group, Inc.;
Francis Scricco, former president and CEO of Arrow Electronics,
Inc. and Donald E. Thomas former partner Global Corporate Finance
for Arthur Andersen, LLP.

"The emergence from Chapter 11 has allowed MAGNATRAX to go forward
as a stronger and financially sound company focused on providing
the highest quality of service, products and engineering," said
Hatcher. "Our customers will see a renewed dedication to service
that will set the benchmark for the industry," he added.

MAGNATRAX Corporation is a leading manufacturer and supplier of
metal buildings and components to builders and the commercial
construction market. It has established a national presence
through its American Buildings Company division and strong
regional positions through its Kirby Building Systems, Gulf States
Manufacturers and CBC Steel Buildings divisions. The company's
VICWEST division is a leader in the metal building component
market and Polymer Coil Coaters is a major provider of treated and
coated metals.


MIRANT: Court Okays Peter J. Solomon as Equity Committee Advisor
----------------------------------------------------------------
The Official Committee of Equity Security Holders, appointed in
the Mirant Debtors' chapter 11 cases, obtained permission from the
U.S. Bankruptcy Court to retain Peter J. Solomon Company as its
financial advisor, effective as of September 19, 2003.

As financial advisor, Solomon will be:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   (a) $1,000,000, plus

   (b) 0.40% of the Post Confirmation Equity Distribution Value
       in excess of $400,000,000. (Mirant Bankruptcy News, Issue
       No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRANT CORP: West Georgia Continuing Use of Cash Collateral
-----------------------------------------------------------
Mirant Debtor West Georgia Generating Company LLC owns and
operates a 605-megawatt generating facility in Thomaston, Georgia,
as a going concern.  The Project generates natural gas and sells
the power to major utilities, municipal authorities and electric
cooperatives in the South East region under certain power
purchase agreements.  To date, majority, if not all, of West
Georgia's revenues are derived from services provided under the
Power Purchase Agreements.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that West Campbell entered into a Credit
Agreement, dated December 12, 2000, with Deutsche Bank AG, New
York Branch, in its capacity as Agent for the benefit for certain
lenders party to the Prepetition Credit Agreement.  Pursuant to
the Prepetition Credit Agreement, the Agent and the Lenders
agreed to make loans and advances to West Georgia in the
principal amount of $150,000,000 in term loans to finance the
acquisition, development and construction of the Project.

Concurrent with the execution of the Prepetition Credit
Agreement, West Georgia granted the Agent, for the benefit of the
Lenders, first priority security interests and liens to secure
the Prepetition Obligations on all or substantially all of West
Georgia's then existing and after acquired real property and
personal property and assets.  In addition, the members in West
Georgia pledge their membership interests in West Georgia to the
Agent to secure the Prepetition Obligations.

According to Ms. Campbell, the Prepetition Collateral includes,
without limitation, cash proceeds of the Prepetition Collateral,
whether existing before or after the commencement of West
Georgia's Chapter 11 case, which constitutes the Lenders' cash
collateral within the meaning of Section 363(a) of the Bankruptcy
Code.  All of the funds and revenues available to West Georgia
for the maintenance of its business operations, whether held
before or after the Petition Date, constitute Cash Collateral.  
West Georgia currently holds $4,100,000 in Cash Collateral.

The Lenders assert that as of the Petition Date, West Georgia is
in default under the Prepetition Loan Documents and was truly and
justly indebted to the Lenders under and in accordance with the
Prepetition Loan Documents of not less than $139,500,000,
together with interest accrued, plus costs, fees and expenses.

As all of the funds available to West Georgia are Cash
Collateral, it is unable to use these funds, even to satisfy the
costs of maintaining its business in the ordinary course, absent
the Lenders' consent or Court order.  In addition, pursuant to
Sections 361 and 363 of the Bankruptcy Code, the Lenders are
entitled to adequate protection of their interest in the
Prepetition Collateral, including the Cash Collateral, for and to
the extent of any diminution in value of the Prepetition
Collateral, resulting from, without limitation, West Georgia's
use of the Cash Collateral.

Since the Petition Date, West Georgia has had little or no access
to cash, and, during the negotiation of the terms of the
consensual use of Cash Collateral with the Lenders, has relied
exclusively on intercompany borrowings to fund its operations.  
To date, the Debtors estimate that West Georgia owes about
$5,000,000 on account of intercompany borrowings.

Without access to the Cash Collateral, Ms. Campbell informs the
Court that West Georgia will be unable to continue operating the
Project as a going concern.  The Debtors believe that maintaining
West Georgia's operations, including the Project, will yield
values far in excess of values that will otherwise be derived by
a shutdown of the business and a wholesale liquidation of the
assets at distressed prices.  Accordingly, the Debtors and the
Lenders negotiated a stipulation to govern West Georgia's use of
the Cash Collateral and for the adequate protection of the
Lenders' interest in the Prepetition Collateral.

The relevant terms of the Stipulation are:

A. Use of Cash Collateral

   West Georgia is permitted to use the Cash Collateral in
   accordance with a budget to fund the costs necessary to
   operate its business, including funding for insurance, rent,
   utility charges and general overhead costs.  In addition,
   West Georgia is permitted to use the Cash Collateral to:

   (a) fund the costs of administering its Chapter 11 case,
       including reasonable professional fees; and

   (b) make adequate protection payments to the Lenders.

   West Georgia will hold the remaining funds not used for these
   purposes as a working capital reserve.  To use this working
   capital reserve, West Georgia must obtain written consent
   from the Agent or further Court order.  However, West Georgia
   may apply these reserve funds to reduce the principal amount
   of the Prepetition Obligations without further notice or,
   upon notice to the Agent, to fund emergency expenditures up
   to a maximum aggregate amount of $200,000, which may be
   increased upon the Agent's written consent or further Court
   order.

B. Replacement Liens

   West Georgia will grant replacement liens as adequate
   protection against the diminution of the Lenders' interest in
   the Prepetition Collateral resulting from the Debtors' use,
   sale or lease other disposition of the collateral.  Pursuant
   to Sections 361 and 363, West Georgia will grant to the
   Agent:

   (a) first priority liens and security interests on all assets
       of West Georgia not otherwise encumbered by validly
       perfected and unavoidable liens or security interests as
       of the Petition Date, including cash maintained in
       various accounts with the Agent; and

   (b) junior liens and security interests on all assets of
       West Georgia encumbered as of the Petition Date by any
       valid, enforceable, perfected and unavoidable liens or
       security interests, junior and subordinate to the Senior
       Liens.

   The Lender Replacement Liens are subject to a carve-out
   amount of not more than $500,000, which is reserved for the
   payment of:

   (a) fees under Section 1930 of the Judiciary Procedures Code
       and to the Clerk of Court; and

   (b) fees and expenses of professionals retained pursuant to
       Court orders.

   The Lender Replacement Liens are to be perfected as of the
   Petition Date, may not be made subject to or pari passu with
   any postpetition lien or security interest, and are
   enforceable against a later-appointed Chapter 11 trustee or
   Chapter 7 trustee, should the case be converted, except as
   otherwise ordered by the Court.

   Furthermore, the Lenders have a claim allowable under Section
   507(a)(1) of the Bankruptcy Code, arising from the stay of
   action against the Prepetition Collateral under Section 362
   of the Bankruptcy Code or from the use, sale or lease of the
   Prepetition Collateral under Section 363 of the Bankruptcy
   Code, with the Lender Adequate Protection Claim having a
   priority over all other claims as provided by Section 507(b)
   of the Bankruptcy Code, subject only to the Carve-Out.

C. Periodic Payments

   West Georgia is required to pay periodic cash payments, equal
   to the interest accrued and unpaid on the amount of the
   Prepetition Obligations outstanding as of the Petition Date.
   Also, West Georgia must make payment to the Agent equal to
   the interest accrued and unpaid postpetition.

   The Lenders are entitled to prompt reimbursement from West
   Georgia, without the necessity of a fee application or
   Court's approval:

   (a) for the reasonable costs and expenses incurred in
       connection with the Lenders' claims and liens and actions
       to preserve, protect or enforce their rights and
       remedies; and

   (b) to administer the Prepetition Credit Agreement, the
       Prepetition Loan Documents and the Court order.

D. Termination Events

   West Georgia's authority to use the Cash Collateral will
   automatically terminate upon the occurrence of a Termination
   Event, absent a Court order authorizing otherwise.  A
   Termination Event includes:

   * The entry of an order reversing, staying, vacating or
     otherwise modifying in any material respect the terms of
     the Stipulation;

   * The entry of any order, which constitutes stay,
     modification, appeal, or reversal of the Stipulation or
     which otherwise affects the effectiveness of the
     Stipulation;

   * The entry of any order appointing any examiner having
     expanded powers or a trustee to operate all or any part of
     West Georgia's business;

   * The entry of any order dismissing West Georgia's Chapter 11
     case or converting it to a case under Chapter 7 of the
     Bankruptcy Code;

   * The entry of any order substantively consolidating West
     Georgia's estate with any of the other Debtors' estates;

   * The entry of any order which (a) provides relief from the
     automatic stay permitting any creditors, other than the
     Lenders to realize upon, or to exercise any right or remedy
     with respect to, assets of West Georgia, upon which the
     Agent has a first priority, of more than a de minimis value
     -- $300,000 in the aggregate -- or material adverse effect
     on its business including its ongoing liquidation;

   * The entry of any order, or the filing by any Debtor of a
     motion seeking entry of an order, rejecting or otherwise
     terminating certain contracts; and

   * At the option of the Agent and on not less than five
     business days' notice to the Debtors and each of the
     Committees, the breach of any term, covenant, condition or
     provision of the Stipulation by West Georgia, which would
     reasonably be expected to have a material adverse effect on
     the Collateral or the rights of the Lenders.

E. Reservation of Rights

   Notwithstanding the terms of the Stipulation, both West
   Georgia and the Lenders reserve their rights to request
   further relief from the Court.  The Stipulation expressly
   provides that West Georgia reserves its right to investigate
   and challenge the validity, perfection, priority or
   enforceability of the Prepetition Indebtedness or any liens
   or security interests securing the Prepetition Indebtedness,
   as well as its right to pursue any claims or causes of action
   it may have against the Lenders.  Likewise, the Lenders
   reserve their right:

   (a) to request different or additional adequate protection or
       object to professional fees and expenses sought from West
       Georgia's estate;

   (b) for relief from or modification of the automatic stay to
       access the Prepetition Collateral;

   (c) to request different or additional liens, security
       interests, superpriority claims and other protections;

   (d) to pursue claims or causes of action that the Lenders may
       have against West Georgia;

   (e) to request conversion of West Georgia's Chapter 11 case to
       a Chapter 7 case; or

   (f) to propose a Chapter 11 or other plan, subject to the
       provisions of Section 1121 of the Bankruptcy Code.

Accordingly, the Debtors sought and obtained the Court's approval
of the Stipulation. (Mirant Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL CENTURY: Provides Liquidation Analysis Under 4th Plan
--------------------------------------------------------------
Under the Fourth Amended Plan, the liquidation analysis for the
Consolidated National Century Financial Enterprises Debtors, NPF
VI, Inc. and NPF XII, Inc., contains some modifications on the
total aggregate amounts.

The Liquidation Analysis assumes that these bankruptcy cases are
converted to cases under Chapter 7 on February 28, 2004.  In a
Chapter 7 liquidation, the trustee will seek to liquidate assets
promptly.  During this process, the Debtors' estates will
continue to need to use cash collateral to operate the businesses
while winding down the affairs of the estates.  The Liquidation
Analysis assumes consensual use of cash collateral to permit the
Chapter 7 trustee to liquidate assets and claims over
approximately 90 days following conversion.  Cash collateral also
would be utilized to prosecute or defend against significant
litigation, including that with Amedisys, Inc., healthcare
providers that filed claims against the Debtors and the NPF XII-
NPF VI inter-estate dispute.   

           National Century Financial Enterprises, Inc.  
                       Liquidation Analysis  
                       Consolidated Debtors  

ASSETS  
   Cash-operating                                     $2,944,779  
   Cash-restricted                                    15,256,382  
   Accounts Receivables                                  112,500  
   Notes Receivables                                   8,725,000  
   Lease Receivables                                   1,262,500  
   Miscellaneous Receivables                              37,500  
   Intercompany Receivables - Prepetition                      -
   Intercompany Receivables - Postpetition                     -  
   Income Tax Receivable                                       -
   Property and Equipment                              1,300,000  
   Other Assets                                        4,375,000  
   Investment/Subsidiaries                                     -  
   Bankruptcy & Other Litigation Recoveries              500,000  
                                                ----------------  
   TOTAL ASSETS AVAILABLE FOR DISTRIBUTION           $34,513,661  

   Chapter 7 Expenses                                  1,035,410
                                                ----------------
   TOTAL ASSETS AVAILABLE AFTER CHAP 7 EXPENSES      $33,478,251

SECURED CLAIMS  
   Secured Notes                                       1,000,000  
   Bank Debt                                          22,043,398  
   Other Secured Liabilities                                   -  
                                                 ---------------  
   TOTAL SECURED LIABILITIES                          23,043,398  

   ASSETS AVAILABLE AFTER SECURED DISTRIBUTION       $10,434,853  
  
EXPENSES & PRIORITY CLAIMS
   Intercompany Payable - Postpetition                 8,260,379  
   Administrative Claims                               6,204,607  
   Priority Tax Claims                                         -  
   Priority Non-Tax Claims                                     -  
                                                 ---------------  
   TOTAL LIQUIDATION EXPENSES                        $14,464,986  

   PROCEEDS AVAILABLE FOR UNSECURED                   (4,030,133)
  
UNSECURED CLAIMS  
   General Unsecured Claims                           34,732,363  
   Intercompany Claims                                52,052,383  
   Indenture Trustee Noteholder Claims             2,618,526,798  
                                                 ---------------  
   TOTAL UNSECURED CLAIMS                         $2,700,523,935  
  
% RECOVERY                                                   0.0  
                                                 ===============


           National Century Financial Enterprises, Inc.  
                       Liquidation Analysis  
                           NPF XII, Inc.  

ASSETS  
   Cash-operating                                         $1,574  
   Cash-restricted                                   123,751,483  
   Accounts Receivables                               37,443,750  
   Notes Receivables                                           -  
   Lease Receivables                                           -  
   Miscellaneous Receivables                                   -  
   Intercompany Receivables - Prepetition                      -  
   Intercompany Receivables - Postpetition             8,260,379  
   Income Tax Receivable                                       -  
   Property and Equipment                                      -  
   Other Assets                                                -  
   Investment/Subsidiaries                                     -  
   Bankruptcy & Other Litigation Recoveries           37,500,000  
                                                ----------------  
   TOTAL ASSETS AVAILABLE FOR DISTRIBUTION          $206,957,186  

   Chapter 7 Expenses                                  6,208,716
                                                ----------------
   TOTAL ASSETS AVAILABLE AFTER CHAP 7 EXPENSES      200,748,470

SECURED CLAIMS  
   Secured Notes                                   2,047,500,000
   Bank Debt                                                   -
   Other Secured Liabilities                                   -  
                                                 ---------------
   TOTAL SECURED LIABILITIES                       2,047,500,000

   ASSETS AVAILABLE  
   AFTER SECURED DISTRIBUTION                      1,846,751,530  

EXPENSES & PRIORITY CLAIMS
   Intercompany Payable - Postpetition                         -  
   Administrative Claims                                       -  
   Priority Tax Claims                                         -  
   Priority Non-Tax Claims                                     -  
                                                 ---------------  
   TOTAL LIQUIDATION EXPENSES                                  -  

   PROCEEDS AVAILABLE FOR UNSECURED               (1,846,751,530)
  
UNSECURED CLAIMS  
   General Unsecured Claims                              187,834  
   Intercompany Claims                               379,409,841
   Indenture Trustee/Noteholder Claims             1,846,751,530  
                                                 ---------------  
   TOTAL UNSECURED CLAIMS                         $2,226,349,205  

% RECOVERY                                                   0.0
                                                 ===============


           National Century Financial Enterprises, Inc.  
                       Liquidation Analysis  
                           NPF VI, Inc.  
  
ASSETS  
   Cash-operating                                         $5,618
   Cash-restricted                                    70,660,907  
   Accounts Receivables                               14,156,250  
   Notes Receivables                                           -  
   Lease Receivables                                           -  
   Miscellaneous Receivables                                   -  
   Intercompany Receivables - Prepetition                      -  
   Intercompany Receivables - Postpetition                     -  
   Income Tax Receivable                                       -  
   Property and Equipment                                      -  
   Other Assets                                        5,000,000  
   Investment/Subsidiaries                                     -  
   Bankruptcy & Other Litigation Recoveries           25,000,000  
                                                ----------------  
   TOTAL ASSETS AVAILABLE FOR DISTRIBUTION          $115,822,775  
  
   Chapter 7 Expenses                                  3,474,683
                                                ----------------

   TOTAL ASSETS AVAILABLE AFTER CHAP 7 EXPENSES      884,123,360  

SECURED CLAIMS  
   Secured Notes                                     884,123,360  
   Bank Debt                                                   -  
   Other Secured Liabilities                                   -  
                                                 ---------------  
   TOTAL SECURED LIABILITIES                         884,123,360  
  
   ASSETS AVAILABLE AFTER SECURED DISTRIBUTION       771,775,268
  
EXPENSES & PRIORITY CLAIMS
   Intercompany Payable - Postpetition                         -

   Administrative Claims                                       -  
   Priority Tax Claims                                         -  
   Priority Non-Tax Claims                                     -  
                                                 ---------------  
   TOTAL LIQUIDATION EXPENSES                                  -  

   PROCEEDS AVAILABLE FOR UNSECURED                 (771,775,268)

UNSECURED CLAIMS  
   General Unsecured Claims                            7,925,386  
   Intercompany Claims                                94,008,729
   Indenture Trustee/Noteholder Claims               771,775,268  
                                                 ---------------  
   TOTAL UNSECURED CLAIMS                           $873,709,383  
  
% RECOVERY                                                   0.0  
                                                 ===============  
(National Century Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NEXSTAR BROADCASTING: Appoints Paul Greeley to Head Marketing
-------------------------------------------------------------
Nexstar Broadcasting Group, Inc. (Nasdaq: NXST) announced the
appointment of Paul Greeley, 52, to serve as Vice President of
Marketing and Promotions.

In this capacity, Mr. Greeley will oversee the marketing and
promotions of Nexstar's group of 42 television stations located in
26 markets. He will be located at Nexstar's corporate headquarters
in Irving, Texas.

Mr. Greeley joins Nexstar after a 16-year career as a marketing
and promotions writer/producer and creative services director at
WWL-TV in New Orleans, WESH in Orlando, WINK in Ft Myers and WDSU,
also in New Orleans. Mr. Greeley started his career at New York
Communications, an ad agency in Philadelphia, whose clients were
mostly TV stations in major markets. He has been a frequent
contributor of articles on TV news marketing for the 'Marketing
Matters' section of TVSPY.com, a web site dedicated to TV
journalism and its marketing, and consultant Graeme Newell's
weekly newsletter, Marketing IdeaNet. Mr. Greeley has also
moderated the 'Marketing Matters' Watercooler section, where TV
marketing and promotion executives can go for interactive
discussion.

Mr. Greeley holds a Bachelor of Arts degree in English and a
Bachelor of Science degree in Secondary Education from West
Chester University in Pennsylvania. He has served on the CBS
Affiliates Caucus Committee's advertising and promotion board. His
work has been honored by CBS's Eye on Excellence Award for Most
Creative, and he has three times been a finalist in PROMAX's Gold
Medallion Awards.

In making the announcement, Perry Sook, President of Nexstar
Broadcasting Group, said, "I'm very pleased to welcome Paul as the
newest member of our operating team. His wealth of industry
experience, contacts and understanding of how to build a station
brand will be an invaluable resource to our station group."

Paul Greeley commented, "Nexstar is one of the fastest growing
broadcast companies in America, and I'm very excited to help guide
the marketing and promotions of its stations. I feel like
everything I've done in my career up to this point has been a
training ground for this position, and I'll use that experience as
a platform to help build the appeal of our stations with viewers
and advertisers."

Nexstar Broadcasting Group (S&P, B+ Long-Term Corporate Credit
Rating, Stable Outlook)  owns, operates, programs or provides
sales and other services to 42 television stations in 26 markets
in the states of Illinois, Indiana, Maryland, Missouri, Montana,
Texas, Pennsylvania, Louisiana, Arkansas, Alabama and New York.
Nexstar's television station group includes affiliates of NBC,
CBS, ABC, FOX and UPN, and reaches approximately 7% of all U.S.
television households.


ONEIDA LTD: Agrees to Sell Buffalo China Factory for $5.5 Mill.
---------------------------------------------------------------
Oneida Ltd. (NYSE:OCQ) agreed to sell certain assets of its
Buffalo China dinnerware factory in Buffalo, N.Y., to BC
Acquisition Company LLC of Buffalo for $5.5 million in cash.

The sale includes the factory buildings and associated equipment,
materials and supplies. The Buffalo China name and all other
Buffalo China trademarks and logos will remain the property of
Oneida. The transaction does not include the Buffalo China
warehouse in Buffalo, N.Y.; Oneida is continuing to explore its
options for that location. Completion of the transaction is
subject to certain conditions being satisfied by both sides, and
it is expected to be finalized during Oneida's 2004 first fiscal
quarter.

Under the proposed transaction, BC Acquisition Company plans to
operate the Buffalo factory as an independent supplier to the
dinnerware industry, including Oneida. The company will be headed
by Robert L. Lupica, who has been Oneida's Senior Vice President
and General Manager for Buffalo Operations.

Oneida had announced on October 31, 2003 that it decided to close
the Buffalo factory, along with four other factory sites, because
of factors involving manufacturing costs. Oneida will continue
operating the Buffalo site through the completion of the sale. The
other four locations, including a dinnerware factory in Juarez,
Mexico; flatware factory in Toluca, Mexico; holloware factory in
Shanghai, China; holloware factory in Vercelli, Italy, are
scheduled to close as planned within the next few weeks. Those
facilities' assets are in the process of being sold.

"We are especially pleased to reach the Buffalo sale agreement,
which is a positive development for the city of Buffalo as well as
Oneida," said Peter J. Kallet, Oneida Chairman and Chief Executive
Officer. "As we have previously stated, Buffalo and the other
factory sites have been vital parts of our company, and the
decision to close them was an extremely difficult action."

Mr. Lupica, heading BC Acquisition, said "This transaction is
contingent upon our finalizing governmental assistance packages,
and we appreciate the efforts of local and state government
leaders on our behalf. Our goal is to continue a smooth flow of
dinnerware products to Oneida. We are committed to improving the
factory so it can remain as a fixture in Buffalo."

Oneida Ltd. is a leading source of flatware, dinnerware, crystal,
glassware and metal serveware for both the consumer and
foodservice industries worldwide.

                         *    *    *

As reported in Troubled Company Reporter's December 16, 2003
edition, Oneida Ltd. obtained further waivers through January 30,
2004 from its lenders in regard to the company's financial
covenants and in respect to certain payments that were due.

Previously announced waivers were effective through December 12,
2003.

Oneida's bank lenders agreed to continue postponement of a $5
million reduction in the company's credit availability until
January 30, 2004. This reduction originally was scheduled to take
effect on November 3, 2003 under the company's revolving credit
agreement. In addition, Oneida's senior note holders have agreed
to further defer until January 30, 2004 a $3.9 million payment
from the company that was originally due on October 31, 2003.

As was indicated when the previous waivers were announced, Oneida
is continuing to work with its lenders to make appropriate
modifications to its credit facilities, and is working to provide
lenders with updated financial information regarding the company's
operations and restructuring plans. The company expects there will
be a further deferral of the above reduction and principal payment
until such modifications have been agreed upon.


ORDERPRO LOGISTICS: Capital Deficits Raise Going Concern Doubt
--------------------------------------------------------------
OrderPro Logistics, Inc. provides innovative and cost-effective
logistics and shipping solutions.  According to the Company, the
strength of the Company lies in the ability to combine expertise
with technology to achieve the customer's objective.  The Company
states that it is at the forefront of web-enabled transportation
technology and is positioned for ongoing growth in business and
profits.  OrderPro Logistics, Inc. further states that it combines
experience, a track record of success in the transportation  
industry, and proprietary software to integrate the power of the
Internet with daily transportation needs to achieve cost-efficient
shipping.

However, as reflected in the Company's condensed consolidated
financial statements, the Company has a net loss of $3,538,291, a
negative cash flow from operations of $291,012,  a working capital
deficiency of $1,159,793 and a stockholders' deficiency of
$287,964. 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 through debt or equity offerings.  

As of September 30, 2003 OrderPro had minimal cash resources.  
Current liabilities  exceed current assets by $1,159,793 at
September 30, 2003.  The Company has financed  its operations
principally through the placement of convertible debentures and
the personal financial resources provided by the founder and Chief
Executive Officer.   Management is attempting to raise additional
debt or equity capital to allow it to expand the current level of
operations.  Both the public and private sale of securities and/or  
debt instruments for expansion of operations will be considered if
such expansion would benefit the overall growth and income
objectives of the Company.

Additional funds needed to continue operations through June 30,
2004 are $800,000. Of this amount approximately $500,000 is
expected to be raised through operations.  However, the funds
required to continue operations will not achieve solvency.   The
funds  required to achieve solvent operations would be
approximately $1,500,000.  If the  debenture holders elect not to
convert to common  stock, the Company will need an  additional
$350,000.  An infusion of capital would allow OrderPro Logistics,
Inc. to fully implement its business plan with the carriers and
obtain all of the pricing  benefits that would accompany its Rapid
Pay Program.  The earlier that this program can be achieved, the
better the prospects for achieving profitability.

The Company's working capital and other capital requirements
during the next fiscal year and thereafter will vary based on the
sales revenue generated by the Company.  A key operational  need
is to pay the carriers for their services on a basis that is
superior to payment terms  received from other shippers and
brokers.  When payment to the carriers is made quickly, the
Company will have a greater number of carriers available to haul
freight.  The relationship  between increased revenue, increased
receivables, and increased capital is direct and impacted by
delayed customer payments.  As revenue increases, the amount of
capital needed to fund the "Rapid Pay" program will increase.  The
Company has funded its operations primarily through the sale of
convertible  debentures and common stock, and through the use of
common stock to pay certain expenses.


PANAVISION INC: Completes Credit Facility Refinancing Transaction
-----------------------------------------------------------------
Panavision Inc. (OTC Bulletin Board: PVIS.OB) announced that on
January 16, 2004 it completed a refinancing of its senior secured
credit facility through the execution of an amended and restated
senior secured credit facility and the receipt of $100 million
from the private placement of Senior Secured Notes due 2009
secured by a second lien on certain of the Company's assets.  

The transaction permitted the Company to extend principal payments
of approximately $215 million otherwise due in 2004 under its
existing credit agreement and included a new equity infusion by an
affiliate of MacAndrews & Forbes Holdings Inc., the Company's
majority shareholder, of $23 million in cash and conversion of
approximately $19 million of indebtedness into preferred stock,
among other provisions.

The Company used the net proceeds from the sale of the notes,
together with borrowings under the amended senior secured credit
facility, to repay amounts outstanding under the old senior
secured credit facility.

Panavision's President and CEO, Bob Beitcher, said, "This is an
important step in Panavision's future.  With this refinancing
accomplished, we look forward to new initiatives to build and
improve Panavision's operations, both
in existing and new markets."

As reported in Troubled Company Reporter's October 8, 2003
edition, Moody's Investor's Service took the following ratings
action on Woodland Hills, California-based Panavision:

     i) lowered the senior implied rating to Caa2 from Caa1,

    ii) lowered the rating on the $274 million of secured bank
        credit facilities to Caa1 from B3,

   iii) confirmed the Ca rating on the $65 million of senior
        subordinated discount notes,

    iv) lowered the Issuer rating to Ca, and

     v) withdrew the company's $20 million bank revolving credit
        facility and $275 million of senior secured notes.

The rating outlook is negative.


PARMALAT CAPITAL: Cayman JPLs Turn to U.S. Courts for Assistance
----------------------------------------------------------------
The Grand Court of the Cayman Islands appointed Gordon I. Macrae
and James Cleaver at Ernst & Young Ltd., to serve as Joint
Provisional Liquidators for Parmalat Capital Finance Limited, Food
Holdings Limited and Dairy Holdings Limited after winding-up
petitions were filed against the finance companies by a group of
creditors.  

Since the commencement of the Cayman Islands winding up
proceedings, the JPLs have been working diligently to gather the
books and records of the Companies and to ascertain the assets and
liabilities of the Companies.  Parmalat Capital's 2002 financial
statements show that the company had $7 billion in assets and $5.7
billion of debt.  The JPLs suspect Parmalat Capital has at least
one bank account in a New York branch of Bank of America.

Pursuant to Section 304 of the U.S. Bankruptcy Code, the JPLs ask
the U.S. Bankruptcy Court to issue a Temporary Restraining Order
and Preliminary Injunction in order to preserve the status quo and
prevent Parmalat, SpA, Parmalat Finanziaria SpA, Mr. Enrico Bondi,
or any other entity from grabbing any cash at BofA or any other
U.S. asset.  

The JPLs tell the U.S. Bankruptcy Court that they understand Mr.
Bondi has already instructed Maples and Calder, his Cayman Islands
attorneys, to petition for their removal.  

Although Parmalat Capital is organized and incorporated in the
Cayman Islands, the JPLs relate, on March 31, 2002 the directors
of Parmalat Capital transferred the management and control of the
company to Malta.  Consequently, many of the books and records of
Parmalat Capital are currently in the offices of Deloitte & Touche
in Malta.  The JPLs understand that the Maltese Financial Services
Authority will be taking possession of those books and records and
that the JPLs will be permitted access to the books and records
shortly thereafter.

Bruce R. Zirinsky, Esq., Gregory M. Petrick, Esq., and Jason A.
Cohen, Esq., at Cadwalader, Wickersham & Taft LLP, represent the
JPLs in the Section 304 Proceeding (Bankr. S.D.N.Y. No. 04-10362)
filed January 20, 2004.  Guy Locke, Esq., at Walkers represents
the JPLs before the Grand Court of the Cayman Islands.  


PARMALAT GROUP: Stefano & Paolo Tanzi Resigns as Board Members
--------------------------------------------------------------
At the shareholders meeting of Parma Associazione Calcio SpA on
January 9, 2004, Stefano Tanzi and Paolo Tanzi presented their
resignations as members of the Board of Directors of Parma A. C.
to take effect on January 14, 2004.  Parma A. C. is an indirect
subsidiary of Parmalat SpA, which is under Extraordinary
Administration (Amministrazione Straordinaria).

Directors Fabio Arpe, Giorgio Scaccaglia and Fausto Tonna had
previously resigned as Board Members of Parma A. C.  As a result,
the Board has ceased to exist. (Parmalat Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PG&E NATIONAL: Proposes Uniform Solicitation & Voting Procedures
----------------------------------------------------------------
Pursuant to Sections 105, 363, 1125, and 1126 of the Bankruptcy
Code, and supplemented by Rules 2002, 3017, 3018, and 3020 of the
Federal Rules of Bankruptcy Procedure, National Energy and Gas
Transmission Inc. asks the Court to establish procedures and
relevant dates for the solicitation and tabulation of votes to
accept or reject its amended Chapter 11 plan.

                        Voting Record Date

Bankruptcy Rule 3017 provides that, for the purposes of voting,
"creditors and equity security holders shall include holders of
stock, bonds, debentures, notes and other securities of record on
the date the order approving the disclosure statement is entered
or another date fixed by the court, for cause, after notice and a
hearing."  Rule 3018(a) contains a similar provision regarding
the determination of the record date for voting purposes.  Claims
against NEG may have been traded and may continue to be traded.

Accordingly, NEG proposes to fix February 3, 2004 as the Record
Date for purposes of determining creditors who are entitled to:

   (a) vote on the Plan; and

   (b) receive an Unimpaired Creditor Notice, Notice of
       Non-Voting Status, and any other notices required to be
       sent.

           Form and Manner of Solicitation and Notices

Under the Plan, these holders of claims are not entitled to vote:

   (a) Holders of Class 1 Secured Claims and Class 2 Priority
       Claims -- because they are unimpaired and conclusively
       presumed to accept the Plan; and

   (b) Holders of Class 4 Subordinated Claims and Class 5
       Interests -- because they are impaired, not eligible to
       receive a distribution and are deemed to reject the Plan.

Holders of Class 3 General Unsecured Claims are entitled to vote
because they are impaired and eligible to receive a distribution.  
The Eligible Class 3 Voters are:

   (a) the holders of filed proofs of claim, as reflected on the
       official claims register maintained by Bankruptcy
       Services, LLC, NEG's Balloting Agent, as of the close of
       business on the Record Date, whose claims have not been
       disallowed or expunged;

   (b) the holders of Disputed Claims, but only to the extent and
       in the manner indicated in NEG's objection to the Disputed
       Claim; and

   (c) the holders of scheduled claims, excluding scheduled
       claims that have been:

       -- superseded by a filed proof of claim;

       -- disallowed and expunged; or

       -- paid in full.

             Solicitation Packages to Eligible Voters

NEG will mail solicitation packages to the Eligible Voters, which
will include:

   (a) a notice of the Confirmation Hearing and related matters,
       setting forth:

       -- the time fixed for submitting acceptances and
          rejections to the Plan;

       -- the time fixed for filing objections to confirmation of
          the Plan; and

       -- the date and time of the Confirmation Hearing;

   (b) a copy of the Disclosure Statement with appendices
       including the Plan; and

   (c) a ballot with instructions, in substantially the form
       approved by the Bankruptcy Court.

If any creditor would be entitled to receive a Solicitation
Package for any reason other than its claim being scheduled by
NEG, the creditor will be sent a Solicitation Package in
accordance with the allowed procedures.

                Notice to the Unimpaired Classes

Pursuant to Section 1126(f), unimpaired creditors are
"conclusively presumed to have accepted the plan, and
solicitation of acceptances with respect to such class . . . is
not required."  Accordingly, NEG will not transmit a Solicitation
Package to the Unimpaired Classes but, instead, mail a notice
that identifies:

   (a) the Unimpaired Classes;

   (b) the date and time of the Confirmation Hearing; and

   (c) the deadline and procedures for filing objections.

The Unimpaired Creditor Notice will further provide that
claimholders in the Unimpaired Classes may receive a copy of the
Plan and Disclosure Statement upon written request to Bankruptcy
Services.

               Notice to the Deemed Rejected Classes

Pursuant to Section 1126(g), NEG will not transmit a Solicitation
Package to the Deemed Rejected Classes but, instead, mail a
notice that identifies:

   (a) the classes designated as the Deemed Rejected Classes;

   (b) the date and time of the Confirmation Hearing; and

   (c) the deadline and procedures for filing objections.

The Notice of Non-Voting Status will also provide that the
affected claimholder or interest holder is entitled to receive a
copy of the Plan and Disclosure Statement upon written request to
Bankruptcy Services.

          Notice to Intermediaries and Holders of Notes

Because of the complexity and difficulty associated in
communicating with a beneficial owner, many of which hold their
securities in brokerage accounts and through several layers of
ownership, NEG will send the Solicitation Packages to the
transfer agents, registrars, servicing agents, or other
intermediaries holding claims for, or acting on behalf of, record
holders of the Old Senior Notes.  NEG believes that by sending
the materials in a manner customary in the securities industry,
it will maximize the likelihood that the beneficial owners of the
Old Senior Notes will receive the materials in a timely fashion.

                 Notice to Holders of Contingent,
                 Unliquidated and Disputed Claims

NEG will provide notice to all claimholders recorded as
unliquidated, contingent or disputed with a notice setting forth
the procedures and deadlines specific to their claims, by first
class mail.

                       Publication Notice

To provide notice of the time for filing and serving objections
to the Plan, and the date and time of the Confirmation Hearing
NEG will also publish the notice in the national edition of The
Wall Street Journal and The Washington Post on a date not less
than 25 days before the Confirmation Hearing.  A copy of the Plan
and Disclosure Statement will be provided to any party-in-
interest upon written request to Bankruptcy Services.

NEG believes that the publication of the notice before to the
Confirmation Hearing is important.

                        Voting Procedures

A. Establishment of Voting Deadline

Pursuant to Rule 3017(c), NEG proposes to set March 10, 2004 at
4:00 p.m. -- prevailing Eastern Time -- as the deadline by which
all ballots accepting or rejecting the Plan must be received at
the ballot tabulation center.  Ballots must be returned to the
ballot tabulation center in the return envelope provided by first
class, postage prepaid, or by overnight courier.

B. Other Voting Procedures

Solely for purposes of voting to accept or reject the Plan and
not for the purpose of the allowance of, or distribution on
account of a claim, and without prejudice to NEG's rights in any
other context, each Class 3 Claim is temporarily allowed in an
amount equal to the claim as set forth in a timely filed proof of
claim, or, if no proof of claim was filed, the amount set forth
in the Schedules.  However:

   (a) if a claim is deemed allowed in accordance with the Plan,
       that claim is allowed for voting purposes in the deemed
       allowed amount set forth in the Plan;

   (b) if a claim is recorded in the Schedules or reflected on
       the official claims register maintained by Bankruptcy
       Services as unliquidated, contingent or disputed, the
       claim will be temporarily allowed, for voting purposes
       only, at $1.00;

   (c) if a claim has been estimated or otherwise allowed for
       voting purposes by Court order, that claim is temporarily
       allowed in the amount so estimated or allowed by the Court
       for voting purposes only;

   (d) if a claim is listed in the Schedules as contingent,
       unliquidated, or disputed, or scheduled in the amount
       of zero or disputed, and a proof of claim was not filed by
       the applicable bar date for the filing of proofs of claim
       established by the Court, or deemed timely filed by a
       Court order before the Voting Deadline, unless NEG has
       consented in writing, that claim is disallowed for
       purposes of receiving notices regarding the Plan or voting
       on the Plan; and

   (e) if NEG serves an objection to a claim by 10 days before
       the Voting Deadline, the claim will be temporarily
       disallowed for voting purposes only, except to the extent
       and in the manner as may be set forth in the objection.

Any claimant seeking to have its claim allowed for voting
purposes in an amount different from that which is set forth in
the Schedules, the Plan, or the Disclosure Statement, will be
required to file a motion pursuant to Rule 3018(a), setting
forth, with particularity, the amount at which the claimant
believes its claim should be allowed, and the evidence in support
thereof no later than 15 days before the Voting Deadline, and
before the Confirmation Hearing.  Further, if the Court has not
temporarily or otherwise allowed all or a portion of the claim
for voting purposes, pursuant to Rule 3018(a), on or before the
deadline that ballots must be received by Bankruptcy Services,
then that claim should not be counted for voting purposes.

NEG also asks the Court to approve these rules and standards:

   (a) Any ballot which is properly completed, executed, and
       timely returned to Bankruptcy Services that does not
       indicate an acceptance or rejection of the Plan, or
       indicates both an acceptance and rejection of the Plan,
       will be deemed to be a vote to accept the Plan;

   (b) Any ballot which is returned to Bankruptcy Services
       indicating acceptance or rejection of the Plan, but which
       is unsigned or does not contain an original signature,
       will not be counted;

   (c) Any ballot postmarked before the deadline for submission
       of ballots, but received afterward, will not be counted,
       unless otherwise ordered by the Court;

   (d) Pursuant to Rule 3018(a), whenever a holder of a claim
       submits more than one ballot voting the same claim before
       the deadline for receipt of ballots, except as otherwise
       directed by the Court, the last properly completed ballot
       sent and received before the Voting Deadline will be
       deemed to reflect the voter's intent and, thus, to
       supersede any prior ballots;

   (e) A claimholder must vote all of its claims within a
       particular class under the Plan either to accept or reject
       the Plan and may not split its vote.  Accordingly, a
       ballot -- or multiple ballots with respect to separate
       claims within a single class -- that partially rejects and
       partially accepts the Plan, or that indicates both a vote
       for and against the Plan, will not be counted.  This
       provision will not apply to master ballots, completed by
       Intermediaries acting on behalf of groups of claimholders,
       that reflect the votes of the beneficial holders of the
       claims;

   (f) If a creditor simultaneously casts inconsistent duplicate
       ballots, with respect to the same claim, the ballots will
       count as one vote accepting the Plan;

   (g) Each creditor will be deemed to have voted the full amount
       of its claim;

   (h) Any ballot received by Bankruptcy Services by telecopier,
       facsimile or other electronic communication will not be
       counted; and

   (i) Unless otherwise ordered by the Court, questions as to the
       validity, form, eligibility, acceptance and revocation or
       withdrawal of ballots will be determined by Bankruptcy
       Services and NEG, in their sole discretion, which
       determination will be final and binding.

These ballots will not to be counted or considered for voting
purpose:

   (a) Any ballot received after the Voting Deadline unless
       NEG will grant, in writing, an extension of the Voting
       Deadline with respect to that ballot;

   (b) Any ballot that is illegible or contains insufficient
       information to permit the identification of the claimant;

   (c) Any ballot cast by a person or entity that does not hold a
       claim in the Voting Class; and

   (d) Any ballot cast for a claim scheduled as unliquidated,
       contingent, or disputed for which no proof of claim
       was timely filed or deemed timely filed. (PG&E National
       Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)    


PINNACLE ENTERTAINMENT: Proposes Common Stock Public Offering
-------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) intends to offer 8.0
million shares of its common stock under an effective shelf
registration statement on file with the Securities and Exchange
Commission.  

The Company also intends to grant to the underwriters of the
proposed offering an option to purchase up to 1.2 million shares
of common stock to cover over-allotments, if any.  This offering
represents a new financing by the Company.  Upon the completion of
the offering, Pinnacle anticipates having approximately 31.9
million shares of common stock outstanding, assuming the over-
allotment option is not exercised.

Deutsche Bank Securities Inc. will act as sole book-running
manager of the offering.  In addition, Bear, Stearns & Co. Inc.
and Lehman Brothers will act as joint lead managers of the
offering and SG Cowen will act as co-manager of the offering.

Copies of the preliminary prospectus supplement relating to the
offering may be obtained from Deutsche Bank Securities Inc.,
Attention: Syndicate, 60 Wall Street, 4th Floor, New York, New
York 10005.

Pinnacle Entertainment (S&P, B Corporate Credit Rating, Stable)
owns and operates seven casinos (four with hotels) in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is also developing a major casino
resort in Lake Charles, Louisiana.


PLAINS ALL AMERICAN: Cushing Terminal Phase IV Expansion Underway
-----------------------------------------------------------------
Plains All American Pipeline, L.P. (NYSE: PAA) will proceed with
the Phase IV expansion of its Cushing Terminal Facility.  

Under the Phase IV expansion, Plains All American will construct
approximately 1.1 million barrels of additional tankage at its
crude oil storage and terminal facility located in Cushing,
Oklahoma.  The Phase IV expansion project will expand the total
capacity of the facility to approximately 6.3 million barrels and
is expected to cost approximately $10 million.  The Partnership
estimates the project will be completed during the third quarter
of 2004.
    
Plains All American's Cushing Terminal is one of the most modern,
large-scale crude oil terminalling facilities in the United
States, incorporating environmental safeguards and operational
enhancements designed to safely and efficiently terminal, store,
aggregate and segregate large volumes and multiple varieties of
both foreign and domestic crude oil.  Upon completion of the Phase
IV expansion project, Plains All American's Cushing Terminal
Facility will consist of sixteen 270,000 barrel tanks, four
150,000 barrel tanks, fourteen 100,000 barrel tanks and a manifold
and pumping system capable of handling up to 800,000 barrels of
crude oil throughput per day.

Cushing, Oklahoma, is the official designated delivery location
for crude oil futures contracts traded on the New York Mercantile
Exchange.  Plains All American is the largest independent owner
and operator of storage and terminalling capacity in Cushing and
its facility is an approved NYMEX delivery location.
    
Plains All American Pipeline, L.P. (S&P, BB+ Senior Unsecured
Rating, Positive) is engaged in interstate and intrastate crude
oil transportation, terminalling and storage, as well as crude oil
and LPG gathering and marketing activities, primarily in Texas,
California, Oklahoma and Louisiana and the Canadian Provinces of
Alberta and Saskatchewan. The Partnership's common units are
traded on the New York Stock Exchange under the symbol "PAA".  The
Partnership is headquartered in Houston, Texas.


RIGHT ON CASUALS: Case Summary & 21 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Right On Casuals, Inc.
        2496 Central Avenue
        Yonkers, New York 10710
        
Bankruptcy Case No.: 04-22039

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Charade Fashions, Ltd.                     04-22106
     Dorel Discount Stores, Inc.                04-22107

Type of Business: The Debtor owns a store, offering apparel,
                  shoes and accessories in junior and plus sizes,
                  occupy spaces of 4,000 sq.ft. in malls and
                  strip centers.

Chapter 11 Petition Date: January 7, 2004

Court: Southern District of New York (White Plains)

Debtor's Counsel: Jay L. Silverberg, Esq.
                  Silverberg Stonehill & Goldsmith, P.C.
                  111 West 40th Street 33rd Floor
                  New York, NY 10018
                  Tel: 212-730-1900
                  Fax: 212-391-4556

Total Assets: $2,734,767

Total Debts:  $3,487,050

Debtor's 21 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
IDB Factors                   Factor/Trade              $161,034

Odds n' Evens/Over & Under    Trade                     $126,856

Automotive Realty             Trade                     $102,742
Corporation

Fashion Trend                 Trade                     $101,497

One Step Up                   Trade                      $74,796

G-111 Leather Fashion Inc.    Trade                      $64,662

Marx Realty Improvement       Landlord                   $53,852

Goldstone Hosiery Co.         Trade                      $44,174

Davis & Gilbert LLP           Trade                      $41,155

Ambiance Apparel              Trade                      $39,978

S.G.M.                        Trade                      $37,774

Prestige Properties           Landlord                   $34,748

FUBU / J.E. Sport             Trade                      $34,007

Sans Souci                    Trade                      $33,292

Joylux Jes Inc.               Trade                      $31,298

Two-G                         Trade                      $27,732

G.O. Max                      Trade                      $26,359

Jump Apparel                  Trade                      $26,018

Unity International Inc.      Trade                      $25,348

NSB Group                     Trade                      $23,100

Mystic                        Trade                      $23,081


SANMINA-SCI: Reports Improved First-Quarter Financial Results
-------------------------------------------------------------
Sanmina-SCI Corporation (Nasdaq: SANM), a leading global
electronics manufacturing services (EMS) company, reported
financial results for its first quarter ended December 27, 2003. A
reconciliation from pro forma to GAAP results is available on the
Investor Relations section of the Company's Web site at
http://www.sanmina-sci.com/  

First Quarter Fiscal 2004 Highlights Include:

    -- REVENUES OF $2.97 BILLION INCREASED 9% COMPARED TO Q4:03
            AND INCREASED 17% OVER Q1:03
    -- ADJUSTED PRO FORMA EPS OF $0.05
    -- CASH FLOW FROM OPERATIONS APPROXIMATELY $110 MILLION
    -- IMPROVEMENT IN ASSET MANAGEMENT, CASH CYCLE DAYS DOWN
    -- COMPANY SECURES TWO OEM DESIGN WINS FOR ODM SERVER PRODUCTS

     Pro Forma Financial Performance in the First Quarter

For the first quarter ended December 27, 2003, Sanmina-SCI
reported revenues of $2.97 billion, an increase of 9%, from $2.73
billion in the fourth quarter ended September 27, 2003, and an
increase of 17% from $2.54 billion in the first quarter ended
December 28, 2002.

For the first quarter of fiscal 2004 the company reported adjusted
pro forma net income of $26.2 million, or $0.05 adjusted pro forma
diluted earnings per share, compared to adjusted pro forma net
income of $14.0 million, or $0.03 adjusted pro forma diluted
earnings per share in the fourth quarter ended September 27, 2003,
and adjusted pro forma net income of $6.8 million, or adjusted pro
forma diluted earnings per share of $0.01 for the same period last
year. Pro forma financial results do not include integration,
restructuring and impairment charges and other infrequent or
unusual items.

Cash provided by operations was approximately $110 million for the
first quarter. The company continues to strengthen its financial
management ratios. Cash cycle days came in at 26 days for the
quarter.

At December 27, 2003, the company reported $1.2 billion in cash
and short-term investments. At quarter-end, the company reported a
current ratio of 1.9, working capital of $2.1 billion and
shareholders' equity of $3.3 billion.

             Positive Trend Across All End-Markets

Jure Sola, Chairman and Chief Executive Officer of Sanmina-SCI,
said, "Clearly we are seeing a positive trend across all of our
end-markets, orders have been increasing more steadily, and our
customers are talking with a more positive and upbeat tone. We
have taken the last two years as a time to position the company
for the future. With facilities strategically located and with
sufficient capacity, Sanmina-SCI is able to meet its customers'
objectives in technology, cost effectiveness and time-to-market
requirements, along with being flexible and responsive to their
requests."

"This quarter, we made further progress in our ODM strategy,
adding two design wins for server products with existing OEM
customers. This is an exciting area for Sanmina-SCI, and we
believe it underscores the market opportunities of our ODM
strategy. Our ODM focus will help our customers with faster time-
to-market, leading-edge technology, and shrinking R&D budgets."

Mr. Sola concluded by saying, "We are pleased with the continued
improvement in our company's performance, but rest assured we
aren't done yet, we will continue to strive towards once again
being the leader in financial metrics."

                        Company Outlook

Sanmina-SCI projects second quarter fiscal 2004 revenue to be
approximately $2.75 billion to $2.9 billion, and adjusted pro
forma diluted earnings per share to be between $0.03 to $0.05
before integration, restructuring and impairment charges and other
infrequent or unusual items.

Sanmina-SCI Corporation (Fitch, BB+ First-Lien Senior Secured Bank
Facility, BB Second-Lien Senior Secured Bank Facility and B+
Senior Subordinated Note Ratings, Stable Outlook) and  is a
leading electronics contract manufacturer serving the fastest-
growing segments of the $125 billion global electronics
manufacturing services market. Recognized as a technology leader,
Sanmina-SCI provides end-to-end manufacturing solutions,
delivering unsurpassed quality and support to large OEMs primarily
in the communications, defense and aerospace, industrial and
medical instrumentation, computer technology and multimedia
sectors. Sanmina-SCI has facilities strategically located in key
regions throughout the world. Information about Sanmina-SCI is
available at http://www.sanmina-sci.com/


SANMINA-SCI: Rick R. Ackel Will Step Down as Chief Fin'l Officer
----------------------------------------------------------------
Sanmina-SCI Corporation (Nasdaq: SANM), a leading global
electronics manufacturing services (EMS) company, announced that
its Chief Financial Officer, Rick R. Ackel, will be leaving the
Company to pursue other opportunities.

Mr. Ackel has served as the Company's Chief Financial Officer
since July 2000. Commenting on Mr. Ackel's departure, Jure Sola,
Sanmina-SCI's Chairman and Chief Executive Officer, "We are
appreciative of Rick's service to the Company over the past three
years and we wish him the best in his future endeavors."

Sanmina-SCI also announced that the Company would begin a search
for a new Chief Financial Officer and that, in the interim,
Sanmina-SCI's Controller, Mark Lustig, would serve as Acting Chief
Financial Officer.

Sanmina-SCI Corporation (Fitch, BB+ First-Lien Senior Secured Bank
Facility, BB Second-Lien Senior Secured Bank Facility and B+
Senior Subordinated Note Ratings, Stable Outlook) and  is a
leading electronics contract manufacturer serving the fastest-
growing segments of the $125 billion global electronics
manufacturing services market. Recognized as a technology leader,
Sanmina-SCI provides end-to-end manufacturing solutions,
delivering unsurpassed quality and support to large OEMs primarily
in the communications, defense and aerospace, industrial and
medical instrumentation, computer technology and multimedia
sectors. Sanmina-SCI has facilities strategically located in key
regions throughout the world. Information about Sanmina-SCI is
available at http://www.sanmina-sci.com/


SHAW COMMS: First-Quarter Financial Results Enter Positive Zone
---------------------------------------------------------------
Shaw Communications Inc. announced increased revenue, operating
income before amortization, net income and free cash flow in the
first quarter ending November 30, 2003 over the comparable quarter
ending November 30, 2002.

In addition, the company recorded $19.9 million in net income,
ending three years of negative net income. Earnings per share for
the quarter was $0.04 compared to a loss of $0.13 for the same
quarter last year.

"During a period of intensified competition from new entrants in
the video service market and in the face of aggressive and, in
some cases, anti-competitive pricing by other Internet service
providers, we were able to grow our customer base and improve our
financial results," said Jim Shaw, Chief Executive Officer of
Shaw. "Our staff and management continue to aggressively pursue
the customer growth and profitability targets that are set for
them," he continued.

Excluding the US cable systems sold on June 30, 2003,
consolidated revenue and operating income before amortization
improved by 5.2% and 23.9% respectively over the same quarter
last year.

Quarterly consolidated free cash flow improved significantly to
$65.8 million compared to negative amount of $13.8 million for
the same quarter last year.

Cash flow from operations was $162.7 million or $0.66 per share
compared to $112.9 million or $0.44 per share in the same quarter
last year.

"In addition to achieving positive net income this quarter, we
are now expecting to exceed our consolidated free cash flow
target of $195 million to $250 million," said Jim Shaw. "We
continue to effectively manage our capital expenditures; and have
improved operating results through a combination of marketing and
cost savings initiatives. We have also benefited from the
restructuring, refinancing and repayment of debt last year. As a
result of this successful first quarter performance, we are
increasing our consolidated free cash flow target to $275 million
for fiscal 2004."

Customer growth continued in the first quarter. The cable
division experienced strong growth in all segments; basic cable
customers grew by 21,894, Internet customers grew by 48,040, and
digital customers grew by 14,238.  

"We are especially pleased with the growth in our cable segment.
Excellent service, wide product selection, and good value are
core to customers' reasons for choosing Shaw. As competition
intensifies in these markets, we will focus on these core
strengths that Shaw provides to its customers," continued Mr.
Shaw.

The satellite division improved free cash flow by $31.5 million
to negative $10.6 million compared to negative $42.1 million for
the same quarter last year. Operating income before amortization
increased by 79.6% to $32.9 million compared to $18.3 million for
the same quarter last year.  

"We are clearly on track to achieve positive free cash flow in
the satellite division during fiscal 2004," said Jim Shaw.

As a result of continued financial success and its
sustainability, Shaw Communications Inc. repurchased during the
quarter 1,093,500 Class B Non-Voting shares at an average of
$19.95 per share in accordance with a normal course issuer bid.

Preliminary feasibility analysis concerning the deployment of IP
telephony is encouraging. As a result of meetings with various
cable companies who have or are in the process of deploying IP
telephony, Shaw believes related capital expenditure is mostly
success based, (i.e. customer premise type capital) and the
capital expenditure related to incremental infrastructure is
minimal. As an example, based on preliminary estimates, we
believe the all in capital cost for the first 100,000 customers
to be approximately $50 - $55 million and the next 100,000
customers will cost $35 million. The feasibility study will
continue to refine capital cost estimates in addition to
assessing potential markets, billing requirements, field trials,
customer service requirements and vendor arrangements. It is
anticipated that the company will be in a position to decide
whether to proceed by the end of fiscal 2004.

Shaw Communications Inc. (S&P, BB+ Corporate Credit Rating,
Stable} is a diversified Canadian communications company whose
core business is providing broadband cable television, Internet
and satellite direct-to-home services to approximately 2.9 million
customers. Shaw is traded on the Toronto and New York stock
exchanges and is included in the S&P/TSX 60 index. (Symbol: TSX -
SJR.B, NYSE - SJR).


SOLUTIA INC: Fitch Withdraws D Ratings after Bankruptcy Filing
--------------------------------------------------------------
Fitch Ratings has withdrawn its ratings on Solutia Inc.'s senior
secured credit facility, senior secured notes and senior unsecured
notes. Solutia's senior secured credit facility was rated 'DDD';
the senior secured and unsecured notes were rated 'D'.

Solutia filed a petition for reorganization and protection from
its creditors under Chapter 11 of the U.S. Bankruptcy Code in
December 2003. Although polychlorinated biphenyl-related
litigation had been recently settled, Solutia continues to
struggle through poor profitability during the cyclical downturn.
For the trailing twelve-month period ended Sept. 30, 2003,
EBITDA/revenue was 5.8%, EBITDA-to-interest incurred was 1.4
times, and total debt-to-EBITDA was 7.4x.


SOLUTIA: Court Okays Blackwell Sanders' Engagement as Counsel
-------------------------------------------------------------
U.S. Bankruptcy Court Judge Beatty permits the Solutia Debtors to
employ Blackwell Sanders Pepper Martin LLP as special counsel in
their Chapter 11 cases.

Jeffrey N. Quinn, Solutia Inc.'s Senior Vice President, General  
Counsel and Chief Restructuring Officer, relates that Blackwell
Sanders is one of the leading commercial law firms in the
Midwest.  Blackwell Sanders has extensive expertise and
experience in the litigation and transactional practice areas, as
well as in bankruptcy and restructuring.  Moreover, Blackwell
Sanders is familiar with the Debtors' businesses and financial
affairs.  Since September 1, 1997, Blackwell Sanders has been one
of the Debtors' outside law firms, assisting them with general
litigation, intellectual property matters, real estate advice and
transactions and general corporate representation.  Blackwell
Sanders also has previously served as counsel to Pharmacia
Corporation.  As a result of Blackwell Sanders' prepetition
services, it has developed general knowledge and information
regarding the Debtors that will assist it in representing them as
special counsel.

Blackwell Sanders will provide services to the Debtors with
respect to general litigation, intellectual property matters,
real estate advice and transactions and general corporate
representation.  Furthermore, by reason of certain relationships
between the Debtors' counsel, Gibson, Dunn & Crutcher LLP, and
certain creditors and parties-in-interest, it is necessary to
employ another counsel to represent the Debtors in circumstances
in which Gibson Dunn may be unable to act for the Debtors.

Blackwell Sanders has received certain amounts from the Debtors
as compensation for professional services performed before the
Petition Date, including a $250,000 retainer.  In the year before
the Petition Date, the Debtors made payments to Blackwell Sanders
aggregating $101,366 on account of services rendered and expenses
incurred.  Blackwell Sanders also applied $85,881 of the Retainer
toward reimbursement of actual and necessary unpaid expenses
incurred.  The balance of the Retainer as of the Petition Date is
$164,119.  

Blackwell Sanders will be paid according to its customary hourly
rates:

                Partners              $250 - 400
                Associates             145 - 200
                Legal Assistants        90 - 135

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


SPECIALTY FOODS: Declares Cash Distribution Payable on March 1
--------------------------------------------------------------
Specialty Foods Group Income Fund (TSX: HAM.UN) declared a cash
distribution of $0.053125 per unit for the period commencing
January 1, 2004 and ending January 31, 2004. The distribution will
be payable on March 1, 2004 to unitholders of record at the close
of business on January 30, 2004.

Holders of units who are non-residents of Canada will receive
their distributions net of all withholding taxes.

Specialty Foods Group Income Fund is an open-ended, limited
purpose trust established under the laws of the Province of
Ontario, which indirectly holds an interest of approximately 55%
in Specialty Foods Group, Inc. SFG is a leading independent U.S.
producer and marketer of premium branded and private-label
processed meat products. SFG produces a wide variety of products
such as franks, hams, bacon, luncheon meats, dry sausage and
delicatessen meats. These products are sold to a diverse customer
base in the retail (e.g., supermarkets) and foodservice (e.g.,
restaurants) sectors. SFG sells products under a number of leading
national and regional brands, such as Nathan's, Swift Premium,
Field, Fischer's, Mosey's, Liguria, Alpine Lace and Scott Petersen
as well as on a private-label basis.

                             *   *   *

It was previously reported that as a result of the dramatic rise
in raw material costs, gross profit margins in the third quarter
declined from 31.6% in 2002 to 27.8% in 2003. Combined with the
effect of higher distribution costs, the Company's EBITDA was $5.0
million lower than the third quarter of 2002.

Due to the negative financial impact of the higher costs, on
November 18, 2003, the Fund announced that it would temporarily
reduce its monthly distribution rate by 50% to Cdn$.053125 from
the target distribution rate of Cdn$.10625.

The negative financial results have also impacted the Company's
credit agreements.  SFG's lenders have been supportive of the
Company during this unusual period, and have granted a waiver of
any covenant violations.  The Company is currently in discussions
with its lenders to permanently amend the credit agreements to
reflect actual and forecasted results, and management believes
that such amendments will be approved.


TECO ENERGY: Closes Sale of Stake in Heritage Propane Partners
--------------------------------------------------------------
TECO Energy (NYSE: TE) and three other utility companies have
completed the sale of their general and limited partnership
interests in Heritage Propane Partners, L.P., (NYSE: HPG) for $130
million.

TECO Energy received $50 million from the transaction and will
record a $17-million pre-tax book gain for the first quarter of
2004. The sale, part of a larger transaction that involved the
merging of privately held Energy Transfer Company with Heritage
Propane Partners, was announced in November 2003.

In February 2000, TECO Energy, Atmos Energy, AGL Resources and
Piedmont Natural Gas formed a partnership to combine the propane
assets of all four companies into a single regional company, U.S.
Propane, L.P. In August 2000, U.S. Propane merged with Heritage
Propane Partners. Through their ownership of U.S. Propane, TECO
Energy and its partners acquired an indirect ownership of the
general partner and a portion of the limited partnership interests
of Heritage Propane Partners.

TECO Energy, Inc. is a diversified, energy-related holding company
based in Tampa, Florida. Principal subsidiaries include Tampa
Electric, Peoples Gas System, TECO Power Services, TECO Transport,
TECO Coal and TECO Solutions. For more information, visit
http://www.tecoenergy.com/

                          *   *   *

As previously reported, Fitch Ratings downgraded the outstanding
ratings of TECO Energy, Inc. and Tampa Electric Company as shown
below. The Rating Outlook for both issuers has been revised to
Negative from Stable.

     TECO Energy, Inc.:

         -- Senior unsecured debt lowered to 'BB+' from 'BBB';

         -- Preferred stock lowered to 'BB' from 'BBB-'.

     TECO Finance (guaranteed by TECO)

         -- Medium term notes lowered to 'BB+' from 'BBB';

         -- Commercial paper withdrawn.

     Tampa Electric Company:

         -- First mortgage bonds lowered to 'A-' from 'A';

         -- Senior unsecured debt lowered to 'BBB+' from 'A-';

         -- Unsecured pollution control revenue bonds
            (Hillsborough County, Florida IDA for Tampa Electric)
            lowered to 'BBB+' from 'A-';

         -- Commercial paper unchanged at 'F2';

         -- Variable rate mode unsecured pollution control
            revenue bonds (Hillsborough County, Florida IDA for
            Tampa Electric) unchanged at 'F2'.

The downgrade of TECO Energy's ratings reflect the higher-than-
expected debt leverage on a cash flow basis (gross debt measured
against earnings before interest taxes depreciation and
amortization), and the negative impact on earnings and cash flow
measures from increased interest expense, weaker projected
earnings and higher-than-anticipated capital expenditures.


TENERA INC: Ceases Operations and Commences Winding-Down Process
----------------------------------------------------------------
TENERA, Inc., including its subsidiaries, has historically
provided a broad range of professional and technical services, and
web-based e-Learning solutions. The Company's professional and
technical services are designed to solve complex management,
engineering, environmental, health and safety challenges
associated with the management of federal government properties.
TENERA's web-based e-Learning products and services, provided
through the Company's GoTrain Corp. subsidiary, are designed to
provide a suite of on-line, interactive, compliance and
regulatory-driven training applications for use by clients'
employees.

On July 15, 2003, the Board of Directors unanimously deemed
advisable the liquidation and dissolution of TENERA Inc. and
unanimously adopted the plan of dissolution which was approved and
ratified by the shareholders in a Special Meeting held on
November 14, 2003. In reaching this decision, the Board considered
that the Company has been unable to return to profitable quarterly
results since the quarter ended September 30, 2000. The Company
recorded net losses of $4.8 million and $2.0 million in 2002 and
2001, respectively. The Company's businesses have been adversely
affected by the general economic downturn in the United States
over the past couple of years. The economic slowdown, combined
with the "melt-down" of the fortunes of the power-generating and
power-trading industry, has resulted in less demand for new and
existing power plant capacity, which had a direct effect on the
Company's environmental consulting business.

The Board of Directors has not established a firm timetable for
winding up the affairs of the Company. The Company faces several
uncertainties that could affect the ultimate outcome of the
dissolution including, but not limited to: the negative impact on
cash flow due to inability to collect or realize remaining
accounts receivables in a timely fashion or at all; favorable
settlement of outstanding obligations; and minimizing further
costs attendant with the Company's liquidation process. Given
these unknowns, at the present time, any distribution to the
shareholders is uncertain.

At September 30, 2003 and December 31, 2002, the Company's cash
and cash equivalents of $1,277 included deposited cash and money
market accounts at a banking institution. Historically and from
time to time, the Company has invested in commercial paper issued
by companies with strong credit ratings. There were no such
investments at September 30, 2003 and December 31, 2002. The
Company includes in cash and cash equivalents, all short-term,
highly liquid investments, which mature within three months of
acquisition.

At September 30, 2003, the Company had $275,000 of cash held in
escrow pursuant to the asset purchase agreement with SkillSoft
Corporation. Under the agreement, the remaining $275,000 in escrow
secures certain indemnification obligations of the Company, which
remain until June 4, 2004.

The remaining assets held for sale at September 30, 2003 consist
primarily of office equipment with no realizable value.

Included in the assets category is a note receivable ($41,000)
associated with the purchase of the Energy subsidiary.

Included in an asset category are the prepaid costs ($349,000)
associated with the maintenance of certain insurance policies for
the Company through the completion of a three year runout period
of activity following the end of the 2003 calendar year.

Accrued expenses and other liabilities at September 30, 2003
include provision for known liabilities including the lease
obligations below, and the estimated costs of the liquidation of
the Company including costs of the cessation of operations and
orderly wind down of the Company's affairs. These estimated costs
include legal and accounting fees, other professional fees, proxy
and other office expenses expected to be incurred during the
period of liquidation and include:

      Lease costs ........................  $  971,000
      Professional fees ..................     240,000
      Proxy and office expenses...........      85,000
                                            $1,296,000

The Company uses the liability method to account for income taxes.
Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and
tax bases of assets and liabilities. Deferred tax assets and
liabilities are measured using enacted tax rates and laws that
will be in effect when the differences are expected to reverse.
Income tax expense recorded in the first nine months of 2003
reflects minimum taxes due for certain states. No provision for
taxes has been made for the gain associated with the sale of
e-Learning assets as this gain is offset by carryforward losses of
the Company.

The Company has ceased its operating activities and has commenced
the orderly wind down of its affairs; including the release of its
employees, selling assets and settling obligations including
leases for office space. The Company has retained the services of
one employee to conduct these activities.


TENET HEALTHCARE: IASIS Will Buy Lake Mead Hospital Medical Center
------------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) announced that a company
subsidiary has signed a definitive agreement with IASIS Healthcare
Corporation under which IASIS will acquire Lake Mead Hospital
Medical Center, a 198-bed acute care facility in North Las Vegas,
Nev.

Net proceeds to Tenet from the sale of the hospital are estimated
at $40 million, which includes approximately $25 million from the
sale of property, plant and equipment, and approximately $15
million from working capital liquidation, once completed.

The transaction, which is scheduled to be completed during the
first quarter of 2004, is subject to customary closing conditions.
Tenet expects to use proceeds of the sale for general corporate
purposes.

Lake Mead Hospital Medical Center is the last of a group of 14
hospitals that the company announced in March 2003 it would divest
or consolidate. Once the sale of Lake Mead Hospital Medical Center
is completed, Tenet will have completed the planned disposition of
those 14 hospitals.

Tenet Healthcare Corporation (Fitch, BB Senior Unsecured and Bank
Facility Ratings, Negative), through its subsidiaries, owns and
operates 101 acute care hospitals with 25,293 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 107,500 people serving communities in 15 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners - including employees, physicians,
insurers and communities - in providing a full spectrum of health
care. Tenet can be found on the World Wide Web at
http://www.tenethealth.com/


THERMADYNE: S&P Rates Corporate & Sr. Sub. Debt Ratings at B+/B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to St. Louis, Mo.-based Thermadyne Holdings Corp.
The outlook is stable.
     
At the same time, Standard & Poor's assigned a 'B-' rating to the
firm's $165 million senior subordinated notes, due 2014, to be
issued in accordance with SEC Rule 144A and with registration
rights. Proceeds from the offering, together with a new $20
million bank term loan, will be used to redeem the firm's existing
term loan.
     
Debt outstanding at Sept. 30, 2003, stood at $227 million for
Thermadyne, a leading global designer and manufacturer of gas and
arc cutting and welding products, including equipment, accessories
and consumables.

Thermadyne emerged from bankruptcy in May 2003, reducing its debt
to about $225 million, from about $800 million at the time of the
Chapter 11 bankruptcy filing in November 2001.
     
"The balance sheet is still aggressively leveraged, but
Thermadyne's debt burden is much more manageable," said Stnadard &
Poor's credit analyst Daniel DiSenso.
     
Thermadyne is implementing a number of steps to regain lost market
share and to improve operating efficiencies and performance,
including, revamping its sales organization, expanding the product
offering globally, moving some manufacturing to lower-cost
countries, and standardizing information systems around one common
hardware and software platform.

Over the intermediate term, operations should benefit from a
business recovery, market-share improvement, and efficiency
initiatives. Standard & Poor's expects Thermadyne to generate
acceptable credit measures for the ratings, with debt to EBITDA in
the 3.5x-4x range, EBITDA interest coverage of 2.5x to 3x, and
funds from operations to debt averaging 10%-15%.


TRANS-SHAPE INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Trans-Shape, Inc.
        240 Gerri Ln.
        Addison, Illinois 60101

Bankruptcy Case No.: 04-01574

Type of Business: Plastic Fabricator

Chapter 11 Petition Date: January 15, 2004

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Scott T. Chase, Esq.
                  Nigro & Westfall, P.C.
                  1793 Bloomingdale Road
                  Glendale Height, IL 60139
                  Tel: 630-682-9872

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
------                        ---------------       ------------
ITASCA Bank & Trust Co.       Bank Loan                 $655,426
308 W. Irving Park Road
Itasca, IL 50143

Robert Brodell                Trade Debt                $350,000
250 Gerri Lane
Addison, IL 60101

Charlotte L. Gedwill          Trade Debt                $333,000
c/o Huck Bouma Martin Jones
& Bradshaw
1755 S. Napperville, Suite 200
Wheaton, IL 60187

R & M Realtors                Trade Debt                $180,000

Brandwein, Kevin              Trade Debt                 $65,000

Impact Plastics               Trade Debt                 $50,000

Pro-Form                      Trade Debt                 $34,000

E & T Plastics of Illinois    Trade Debt                 $25,000

Ortho-Kenetics                Trade Debt                 $23,000

Models Plus, Inc.             Trade Debt                 $21,410

COMED Bill Payment Center     Trade Debt                 $20,000

MILT Rasmussan                Trade Debt                 $18,000

Andrew Brodell                Trade Debt                 $14,468

Sherman Plastics Corp.        Trade Debt                 $10,000

Clingen Callow Wolfe &        Trade Debt                 $10,000
Mclean Paul Fullerton

Rite Systems                  Trade Debt                  $7,000

Becker Pre-castings           Trade Debt                  $6,180

Systematics                   Trade Debt                  $4,000

New Wave Polymers             Trade Debt                  $3,649

Santanna                      Trade Debt                  $3,020


TRANSWITCH CORP: Fourth-Quarter 2003 Net Loss Tops $11 Million
--------------------------------------------------------------
TranSwitch Corporation (NASDAQ: TXCC) posted fourth quarter 2003
net revenues of $7.4 million and net loss of $11.2 million, or
$0.12 per basic and diluted share. For the year ended December 31,
2003, the Company has posted net revenues of $23.8 million and a
net loss of $38.6 million, or $0.43 per basic and diluted share.

During the fourth quarter of 2003, the Company reported a gross
margin of $5.7 million. This margin was impacted by a cost of
sales benefit totaling $1.0 million from the sale of previously
reserved inventory. This compares to a gross margin of $2.7
million, which included a $0.4 million cost of sales benefit from
the sale of previously reserved inventory, that the Company
reported for the fourth quarter of 2002.

Net loss for the fourth quarter of 2003 includes the following
non-cash items:

-- other income of approximately $2.6 million to reflect the
   change in the fair value of the derivative liability relating
   to the 5.45% Convertible Plus Cash Notes issued on
   September 30, 2003;

-- interest expense of approximately $1.5 million relating to the
   amortization of the debt discount related to the 5.45%
   Convertible Plus Cash Notes issued on September 30, 2003;

-- a charge of approximately $1.5 million to reflect the
   impairment of investments in non-publicly traded companies; and

-- a benefit to the restructuring liability of approximately $0.5
   million to reflect the favorable termination of a previously
   restructured lease agreement.

For comparison purposes, the net income (loss) for the relevant
prior quarters were:

-- for the third quarter of 2003, the net income was $2.6 million,
   or $0.03 per basic and diluted share. Net income in the third
   quarter of 2003 included a gain of approximately $14.5 million
   on the exchange of the 4.5% Convertible Notes due 2005; a
   benefit of approximately $0.9 million to reflect additional
   sub-lease agreements related to the restructuring liability and
   a cost of sales benefit of approximately $0.6 million related
   to the sale of previously reserved inventory.

-- for the fourth quarter of 2002, the net loss was $17.7 million,
   or $0.20 per basic and diluted share. The net loss in the
   fourth quarter of 2002 included a $1.0 million charge to
   reflect the impairment of investments in non-publicly traded
   companies, a $0.2 million restructuring benefit related to the
   sub-lease of excess facilities and a $0.4 million cost of sales
   benefit related to the sale of previously reserved inventory.

"We are encouraged by our fourth quarter results and also by the
fact that we saw a strong demand and interest across both the
company's new and established product lines," stated Dr. Santanu
Das, Chairman of the Board, Chief Executive Officer, and President
of TranSwitch Corporation.

"We also are enthused by the fact that our Ethernet-over-SONET
product line gained further momentum during the fourth quarter. We
currently have 74 active design-wins with our EtherMap-3 products,
compared to 64 in the prior quarter. With our strengthened balance
sheet and the current and planned portfolio of products, we
believe we are well positioned for the new landscape as the market
starts recovering this year," continued Dr. Das.

"While we are cautiously optimistic about the immediate outlook
for the wire-line telecommunications market, and believe that
there will be modest growth in 2004, we also recognize that the
growth initially will be uneven. Further, the first quarter
traditionally is a slow quarter for the wire-line market,"
commented Dr. Das.

"Based on our current visibility, we anticipate that first quarter
2004 product revenues will be approximately $6.5 million. We are
also estimating that our first quarter 2004 net loss will be in
the range of ($0.19) to ($0.20) per basic and diluted share. This
per share estimate excludes any potential further impact related
to the application of FIN 46. Additionally, this net loss estimate
for the first quarter of 2004 excludes any adjustment to the fair
value of the derivative liability associated with our 5.45%
Convertible Plus Cash Notes. The non-cash adjustment to fair value
is based on several estimates, including our common stock price
during the quarter ending March 31, 2004," concluded Dr. Das.

TranSwitch Corporation (S&P, B- Corporate Credit Rating,
Negative), headquartered in Shelton, Connecticut, is a leading
developer and global supplier of innovative high-speed VLSI
semiconductor solutions - Connectivity Engines(TM) - to original
equipment manufacturers who serve three end-markets: the Worldwide
Public Network Infrastructure, the Internet Infrastructure, and
corporate Wide Area Networks. Combining its in-depth understanding
of applicable global communication standards and its world-class
expertise in semiconductor design, TranSwitch Corporation
implements communications standards in VLSI solutions which
deliver high levels of performance. Committed to providing high-
quality products and service, TranSwitch is ISO 9001 - 2000
registered. Detailed information on TranSwitch products, news
announcements, seminars, service and support is available on
TranSwitch's home page at the World Wide Web site -
http://www.transwitch.com/


TRITON PCS: Sets Fourth-Quarter Conference Call on February 26
--------------------------------------------------------------
Triton PCS Holdings, Inc. (NYSE: TPC) announced that its quarterly
conference call will take place on Thursday, February 26, 2004 at
4:30 p.m. EST.  During the call, Triton PCS management will review
the company's financial and operating results for the fourth
quarter and full year ended December 31, 2003.

Financial results relating to the conference call will be released
February 26, 2004 after the market closes.  Our press release will
contain certain non-GAAP financial measures, such as Adjusted
EBITDA.  A copy of the press release, which will include a
reconciliation of non-GAAP financial measures with the most
directly comparable GAAP measures, will be posted under Investor
Relations - News Releases on the Company's Web site at
http://www.tritonpcs.com/

A live, listen-only broadcast of the Triton PCS conference call
will be available online at http://www.tritonpcs.com/under  
Investor Relations - Presentations.  An online replay will follow
shortly after the call and will continue through March 4, 2004.  
To listen to the live conference, please go to the website at
least 15 minutes early to register, download and install any
necessary audio software.

Triton PCS, headquartered in Berwyn, Pennsylvania, is an award-
winning wireless carrier providing service in the Southeast.  The
company markets its service under the brand SunCom, a member of
the AT&T Wireless Network.  Triton PCS is licensed to operate a
digital wireless network in a contiguous area covering 13.6
million people in Virginia, North Carolina, South Carolina,
northern Georgia, northeastern Tennessee and southeastern
Kentucky.

For more information on Triton PCS and its products and services,
visit the company's Web sites at http://www.tritonpcs.com/and  
http://www.suncom.com/

At September 30, 2003, Triton PCS's balance sheet shows a total
shareholders' equity deficit of about $187 million.


UAL CORP: Will Publish Q4 and FY 2003 Results on January 27, 2004
-----------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, will release its
fourth-quarter and 2003 year-end financial results on Tuesday,
January 27, 2004.

News releases and other information about United Airlines can be
found at the company's Web site http://www.united.com/


UNITEDGLOBALCOM: UPC Broadband Amends Senior Bank Facility
----------------------------------------------------------
UnitedGlobalCom, Inc. (Nasdaq: UCOMA), announced that its
subsidiary, UPC Distribution Holding B.V., its wholly owned cable
television operation in Europe, has finalized an agreement with
lenders under its existing EUR 3.5 billion Senior Bank Facility to
amend certain terms of the Bank Facility.

The existing Bank Facility has been amended to permit the draw
down of up to EUR 1.0 billion under a New Facility the proceeds of
which will be used to fund scheduled amortization of Tranche B
between December 2004 and December 2006. The New Facility will
have a bullet repayment on June 30, 2009 and will have
ubstantially the same terms as the existing Bank Facility. Subject
to indebtedness permitted to fund additional acquisitions, the
total size of the combined drawn Facilities will not exceed EUR
3.5 billion in aggregate.

In addition, amendments have been agreed regarding the financial
covenants, prepayment provisions, acquisitions and the acquisition
basket, which provide UPC Broadband with greater flexibility going
forward.

Mike Fries, President and CEO of UGC said, "We are delighted to
have agreed to these changes to our Bank Facility which again
demonstrates the strong support of our bank group. The New
Facility of EUR 1.0 billion due in 2009 addresses all of our debt
amortization requirements for the next three years and certain
other amendments to the Bank Facility will continue to provide our
Broadband division with covenant headroom."

UGC is the largest international broadband communications provider
of video, voice, and high-speed Internet services with operations
in 15 countries. Based on UGC's operating statistics at
September 30, 2003, the company's networks pass 12.6 million homes
and serve over 9 million RGUs, including 7.4 million video
subscribers, 717,900 voice subscribers and 868,000 high-speed
Internet access subscribers.

Please visit the Company's Web site at
http://www.unitedglobal.com/for further information about the  
company.


US AIRWAYS: Agrees to Reduce Two Wells Fargo Aircraft Claims
------------------------------------------------------------
Wells Fargo Bank Northwest, N.A., as Owner Trustee, filed two
proofs of claim in the US Airways Debtors' cases:

   -- Claim No. 5582 was filed as an Administrative Claim for
      $780,933; and

   -- Claim No. 4954 was filed as a general unsecured Claim for
      $6,716,994.

Both Claims relate to two Aircraft bearing Tail Nos. N819EX and
N820EX.

The Reorganized Debtors dispute the Claims.  Pursuant to a
stipulation, the parties agree that Claim No. 4954 will be
reduced and allowed as a general unsecured Class Allegheny-6
claim for $1,250,000.  Claim No. 5582 will be reduced and allowed
as an Administrative Claim for $80,000. (US Airways Bankruptcy
News, Issue No. 46; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


USG CORP: Chapter 11 Cases Reassigned to Judge Judith Fitzgerald
----------------------------------------------------------------
In her capacity as Chief Judge of the Delaware Bankruptcy Court,
Judge Mary F. Walrath, reassigns the USG Corporation Debtors'
Chapter 11 cases to Judge Judith K. Fitzgerald.  

Judge Fitzgerald also presides over the W.R. Grace & Co., Owens
Corning and Armstrong World Industries asbestos-related chapter 11
cases pending in the District of Delaware. (USG Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VALLEY LODGE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Valley Lodge Properties LLC
        906 Diamond Lake Road
        Mundelein, Illinois 60060

Bankruptcy Case No.: 04-00634

Type of Business: The Debtor owns a Restaurant, real estate
                  and building.

Chapter 11 Petition Date: January 8, 2004

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: John E. Gierum, Esq.
                  Gierum & Mantas
                  1030 W Higgins Road, Suite 220
                  Park Ridge, IL 60068
                  Tel: 847-318-9130

Total Assets: $1,350,000

Total Debts:  $2,493,000

Debtor's 2 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Joan & George Chioles, Co-Trustees         $543,000
298 Rays Lane
Mundelein, IL 60060

SomerCor 504, Inc.                         $450,000
2 East 8th Street
Chicago, IL 60605


VENTAS INC: Will Present at UBS Global Conference on February 2
---------------------------------------------------------------
Ventas, Inc. (NYSE: VTR) announced that Chairman, President and
Chief Executive Officer Debra A. Cafaro and Senior Vice President
and Chief Financial Officer Richard A. Schweinhart will make a
presentation regarding the Company at the UBS Global Healthcare
Services Conference in New York on Monday, February 2, 2004 at
1:30 p.m. Eastern Time.

The presentation is being audio webcast and can be accessed at the
Ventas Web site at http://www.ventasreit.com/or at  
http://www.ib.ubs.com/  

Any written materials accompanying the presentation will also be
available on Ventas's website at the time of the presentation. The
webcast and any written materials accompanying the presentation
will be archived at http://www.ventasreit.com/for 30 days after  
the event.

Ventas, Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $24 million -- is a
healthcare real estate investment trust that owns 42 hospitals,
194 nursing facilities and nine other healthcare and senior
housing facilities in 37 states. The Company also has investments
in 25 additional healthcare and senior housing facilities. More
information about Ventas can be found on its Web site at
http://www.ventasreit.com/


VERTEX INTERACTIVE: Liquidity Issues Raise Going Concern Doubt
--------------------------------------------------------------
Based upon Vertex Interactive Inc.'s substantial working capital
deficiency of approximately $28,700,000 at December 31, 2002, its
historic rate of cash consumption, the uncertainty of liquidity-
related initiatives, and the reasonable possibility of on-going
negative impacts on its operations from the overall economic
environment for a further unknown period of time, there is
substantial doubt as to the Company's ability to continue as a
going concern.

The successful implementation of its business plan has required,
and will require on a going forward basis, substantial funds to
finance (i) continuing operations, (ii) further development of its
enterprise software technologies, (iii) settlement of existing
liabilities including past due payroll obligations to employees,
officers and directors, and (iv)  possible selective acquisitions
to achieve the scale management believes will  be necessary to
remain competitive in the global SCM industry. There can be no
assurance that the Company will be successful in raising the
necessary funds.

The Company's financial statements have been prepared on a basis
that contemplates Vertex's continuation as a going concern and the
realization of assets and liquidation of liabilities in the
ordinary course of business. The financial statements do not
include any adjustments, with the exception of the provision to
reduce the carrying values of the assets of the subsidiaries in
liquidation to their estimated net realizable value, relating to
the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be
necessary should Vertex be unable to continue as a going concern.
If Vertex fails to raise capital when needed, the lack of capital
will have a material adverse effect on Vertex's business,
operating results, and financial condition.


WEIRTON STEEL: Cleveland-Cliffs Balks at Designated Claim Amount
----------------------------------------------------------------
Cleveland-Cliffs Inc and The Cleveland-Cliffs Iron Company, Inc.
object to the claim amount designated by Weirton Steel Corporation
for voting purposes.

Before the Petition Date, Cleveland-Cliffs and the Debtor entered
into a Pellet Sale and Purchase Agreement as of September 30,
1991, as amended, where the Debtor agreed to purchase and
Cleveland-Cliffs agreed to sell to the Debtor certain quantities
of iron ore pellets.  The Amended Pellet Agreement consists
primarily of two distinct but intimately intertwined arrangements
for the supply of Pellets to the Debtor:

   (a) The Empire Basic Tonnage

       Under the "take or pay" arrangement, the Debtor is
       obligated to purchase and Cleveland-Cliffs is obligated to
       supply to the Debtor, a certain tonnage each year under
       the Amended Pellet Agreement -- the Empire Basic Tonnage.  
       The Empire Basic Tonnage comprises approximately 1/3 of
       the Pellets supplied to the Debtor in a given year and are
       sourced from Cleveland-Cliffs' Empire Mine.

   (b) The Remaining Requirements Tonnage

       The Debtor is obligated to purchase the amount of Pellets
       from Cleveland-Cliffs that equals its iron ore pellet
       requirements for a given year less the Empire Basic
       Tonnage.  The Remaining Requirements Tonnage is sourced
       primarily from Cleveland-Cliffs' Tilden Mine and comprises
       approximately 2/3 of the annual Pellet tonnage provided to
       the Debtor.

The basic term of the Amended Pellet Agreement with respect to
the Empire Basic Tonnage extends through December 31, 2009 and
the basic term of the Amended Pellet Agreement with respect to
the Remaining Requirements Tonnage extends through December 31,
2008, subject to contractual extensions related to the MABCO
transaction between FW Holdings, Inc. and MABCO Steam Company,
LLC, which is an entity composed of various vendors to the
Debtor, including Cleveland-Cliffs.  Under the terms of the
Amended Pellet Agreement, both termination dates are
automatically extended to the earlier of December 31, 2015 or the
date on which MABCO has received full performance under the Lease
Agreement dated October 26, 2001 between MABCO and FW Holdings,
Inc., a wholly owned subsidiary of the Debtor.  The obligations
arising under the Lease are to be completed on or about
December 31, 2012.

James A. Byrum, Jr. tells the Court that neither the Amended Plan
nor the Disclosure Statement reveal the Debtor's intentions with
respect to the Amended Pellet Agreement.  Under the Plan, the
Debtor will decide to assume or reject the Amended Pellet
Agreement on the Effective Date.  In fact, the Debtor and
Cleveland-Cliffs executed an Agreed Term Sheet dated November 20,
2003, further modifying the terms under which Cleveland-Cliffs
supplies Pellets to the Debtor.  Under the Term Sheet, Cleveland-
Cliffs is obligated to supply and the Debtor is obligated to
purchase 67% of the Debtor's requirements for Pellets for 2004
and 2005, subject to earlier terminations on the occurrence of
certain specified events set forth in the Term Sheet.

Furthermore, the Debtor has expressed no intent to assume the
Amended Pellet Agreement.  Therefore, Mr. Byrum says, it is more
than reasonable for Cleveland-Cliffs to anticipate the Debtor's
rejection of the Amended Pellet Agreement.

Mr. Byrum asserts that to the extent that the Debtor rejects and
thereby breaches the Amended Pellet Agreement, Cleveland-Cliffs
will have a general unsecured claim for rejection damages for:

   -- $128,400,000 in lost Pellet sales of Empire Basic Tonnage
      purchased under the take or pay provisions of the initial
      term of the Amended Pellet Agreement; and

   -- $286,020,302 in lost Pellet sales for Remaining
      Requirements Tonnage under the initial term of the Amended
      Pellet Agreement.

Furthermore, the amount of Cleveland-Cliffs' claim arising under
the extension term of the agreements is $96,300,000 in lost
Pellet sales for the Empire Basic Tonnage and $381,360,402 in
lost Pellet sales for the Remaining Requirements Tonnage.  The
amounts are calculated based on the assumption that payment in
full of the MABCO lease will occur by December 31, 2012.

As of the Petition Date, Cleveland-Cliffs also has a claim
reflecting the contractual adjustment in price that was
determined postpetition in accordance with the Amended Pellet
Agreement but attributable to prepetition deliveries of Pellets
for $1,010,997.  Cleveland-Cliffs previously filed a proof of
claim on October 17, 2003 for $963,591.  Subsequently, the
original proof of claim has been amended to reflect the increased
amount and the amended proof of claim has been forwarded to the
claims agent for filing.

The Debtor classified the claim as set forth in the proof of
claim previously filed by Cleveland-Cliffs for voting purposes as
a Class 6 claim but determined that for voting purposes the
amount of the claim is only $1.  Otherwise, the Debtor has not
objected to Cleveland Cliffs' original October 17, 2003 proof of
claim.  Cleveland-Cliffs contends that the claim should be
allowed in the amount of $1,010,997 for voting purposes, rather
than in the amount of $1 together with estimation and allowance
of the additional claim for rejection damages under Class 6
sought to be estimated.

Mr. Byrum asserts that:

   (1) The Estimation of Claims for Voting Purposes is Mandatory

       Cleveland-Cliffs' claims must be estimated because waiting
       for actual rejection of the Amended Pellet Agreement and
       the resolution of any challenge to the rejection damages
       claims associated with the rejection before determining
       which parties may vote on the Chapter 11 plan would cause
       an unnecessary and undue delay to the Debtor's bankruptcy
       proceedings.  Additionally and in view of the size of
       Cleveland-Cliffs' estimated claims, they will have a
       significant impact on voting in Class 6.

   (2) Estimation Of Claims Are Not Final

       The bankruptcy court need only arrive at a reasonable
       estimate of the probable value of the claim.  The estimate
       does not imply any certainty to the claim.  It is not a
       finding or fixing of an amount.  It is merely the
       Bankruptcy Court's best estimate at the time for the
       purpose of permitting the confirmation process to go
       forward and thus not unduly delay the Chapter 11 case.

   (3) Claims Are Estimated On A Case-By-Case Basis

       The Bankruptcy Code is silent regarding how a claim should
       be estimated.  Bankruptcy courts must estimate claims on a
       case-by-case basis.

Accordingly, Cleveland-Cliffs asks the Court to:

   (a) provide for the estimation of the rejection damages claims
       of Cleveland-Cliffs for voting purposes only;

   (b) permit them to vote the full amount of their claims, as
       set forth in their amended proof of claim and their
       estimated rejection damages claim, to accept or reject the
       Plan. (Weirton Bankruptcy News, Issue No. 18; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)  


WELLMAN INC: Plans to Refinance Substantially All of its Debt
-------------------------------------------------------------
Wellman, Inc. (NYSE: WLM) announced its (1) Estimated Fourth
Quarter and Full Year 2003 Financial Results, (2) Historical and
Estimated 2003 Segment Performance and Adjusted EBITDA, (3)
Financing Plans and (4) 2004 Earnings Guidance.

  Estimated Fourth Quarter and Full Year 2003 Financial Results

Wellman announced that it expects net sales of approximately $1.1
billion, an operating loss of $148-$151 million, a net loss from
continuing operations of $102-$105 million, and a net loss
attributable to common stockholders from continuing operations of
$112-$115 million, or $3.55-$3.64 per common share, in 2003. These
results include fourth quarter pretax charges of approximately
$150 million, consisting of a non-cash fixed asset impairment
charge of approximately $140 million and a severance charge of
approximately $10 million. The results also include a $4.2 million
reduction in common stockholders earnings per share due to a non-
cash beneficial conversion charge. Excluding the impact of these
charges and other restructuring charges incurred in prior quarters
in 2003, Wellman would have reported 2003 operating income of $1-
$4 million, a net loss from continuing operations of $3-$6
million, and a net loss attributable to common stockholders from
continuing operations of $9-$11 million, or $0.28-$0.35 per share.
The $140 million impairment charge represents a reduction in the
carrying value of Wellman's idle polyester staple fiber spinning
and drawing assets at its Pearl River facility to their estimated
fair value following the determination by the Board of Directors
and management in December 2003 that these assets would not be
used for fiber production in the future, and that a conversion of
the related polymer line to solid stated PET resin production
would be the most profitable use of the polymer assets. The
approximately $10 million of severance charges relates to the
Company's cost reduction program announced on November 4, 2003.
The beneficial conversion charge of $4.2 million is a non-cash
charge that reduces earnings attributable to common stockholders
and was recorded in the fourth quarter when the Company's
preferred stock became convertible to common stock because the
Company did not meet a specified minimum level of cash earnings.

In the fourth quarter of 2003, Wellman expects net sales of $271-
$275 million, an operating loss of $157-$160 million, a net loss
from continuing operations of $103-$106 million, and a net loss
attributable to common stockholders from continuing operations of
$111-$113 million, or $3.51-$3.58 per share. These results include
the impairment, severance and beneficial conversion charges
discussed above. Excluding these charges, for the fourth quarter
2003 Wellman expects to report an operating loss of $7-$10
million, a net loss from continuing operations of $5-$7 million,
and a net loss attributable to common stockholders from continuing
operations of $9-$11 million, or $0.28-$0.35 per share. Based on
these estimated 2003 results, Wellman would not have been in
compliance with certain financial covenants contained in its
financing agreements however, the Company has obtained all
necessary waivers that extend through mid-February 2004. Wellman
expects either to complete the new financing described below by
mid-February or to obtain extensions of the existing waivers,
although there is no certainty that either of these will occur.

Wellman expects Adjusted EBITDA of $64-$67 million in 2003,
compared to Adjusted EBITDA of $110 million in 2002, and expects
Q4 2003 Adjusted EBITDA of $5-$8 million, compared to $15 million
of Adjusted EBITDA in the prior quarter and $27 million of
Adjusted EBITDA in the fourth quarter of last year. The decline in
Adjusted EBITDA in the fourth quarter of 2003 was mainly the
result of weaker operating performance in PET resins. Tom Duff,
Wellman's Chairman and Chief Executive Officer, stated, "As we
discussed last quarter, NAFTA PET resin market conditions in the
second half of 2003 were very competitive; margins in our PET
resin business were at all time lows during the seasonally-weak
fourth quarter. These market conditions resulted from the
significant mid-year PET resin capacity increases combined with an
unexpected drop in demand related to the poor summer weather in
the Eastern United States and an associated reduction in
customers' inventory levels. Normal fourth quarter seasonal
weakness -- related to winter buying patterns of our North
American beverage packaging customers, the resulting lower-margin
exports, and pricing pressure associated with annual contract
negotiations -- was aggravated by the weak market environment."

                       Financing Plans

Wellman has engaged Deutsche Bank Securities Inc. and JP Morgan
Securities, Inc. to arrange a $600 million financing that includes
a $175 million revolving credit facility and a $425 million term
loan facility to replace the Company's current credit facilities.
Keith R. Phillips, Wellman's Chief Financial Officer, commented,
"We are pursuing this new financing because it would simplify our
capital structure and provide Wellman with significant financial
flexibility, by extending substantially all of our maturities
through at least 2009 and, we believe, provide the Company with
the liquidity to finance our business plan for the next five
years, including the conversion of our idle Pearl River polymer
assets to 300 million pounds of low cost PET resin production by
early 2006."

If the new financing is completed as planned, Wellman expects its
assets and debt to increase. In addition to refinancing its
revolving credit facility, private placement notes, and financial
instruments, the proposed financing would also repay the following
contractual obligations with the following termination payments as
of December 31, 2003: a sale and leaseback entered in 1999 - $150
million; an accounts receivable securitization program - $28
million; and prepayment of a raw material contract - $87 million.
Terminating these contractual obligations with funds available
from the financing will increase total assets since Wellman will
reacquire the PET resin equipment sold under the sale and
leaseback, reacquire accounts receivable sold under the
receivables securitization program and create an intangible asset
resulting from the prepayment of a PTA raw material contract. If
the new financing had closed on December 31, 2003, outstanding
debt would have been $478 million and total assets would have been
approximately $1.2 billion, after acquiring assets of $265 million
with the refinancing proceeds and reducing assets by $140 million
as a result of the impairment charge described above.

Refinancing the contractual obligations would result in increased
Adjusted EBITDA since the Company would no longer have certain
cash operating expenses associated with these obligations.

Wellman expects the increase in cash operating income associated
with the proposed refinancing that is reflected in the table above
to be partially offset by increased interest expense related to
the additional debt. The Company also expects future depreciation
and amortization expense to increase as a result of acquiring the
assets described in the preceding paragraph. Specifically, Wellman
will amortize the prepayment of the raw material contract over the
remaining five-year life of the contract and will depreciate the
reacquired PET resin equipment over its remaining expected useful
life of 20 years.

                     2004 Earnings Guidance

The Company expects its Adjusted EBITDA to increase in 2004
compared to 2003 (separate from the improvement in Adjusted EBITDA
that would result from the proposed refinancing) because it
expects to reduce spending by $27 million compared to 2003 levels
as a result of its cost reduction programs. Wellman also expects
PET resin volumes to increase and PET resin margins to improve
from levels in the second half of 2003. The Company will have
increased Adjusted EBITDA as a result of the new financing, should
it be completed; however, the additional depreciation,
amortization and interest expense previously discussed will exceed
the improvement in Adjusted EBITDA and negatively impact net
income from continuing operations.

The Company expects improvement in Adjusted EBITDA from the fourth
quarter 2003 to the first quarter 2004. Adjusted EBITDA is
expected to improve during this period because of the cost
reduction programs, improved PET resin margins and normal seasonal
improvement in the PET resins business. Wellman expects that its
cost reduction programs will result in $4 million more cost
savings in the first quarter of 2004 than in the fourth quarter of
2003. There is an announced PET resin price increase of $0.03 per
pound effective January 1st. While Wellman expects the price
increase to be successful, there is no certainty that it will be
sustained and its impact on profitability may be more than offset
by increases in raw material costs.

The Company implemented two cost reduction programs in the second
half of 2003; the first program was announced and implemented in
July 2003, and the second was announced in November 2003 and
largely implemented in the fourth quarter. Approximately 70% of
the total headcount reduction of 400 individuals had been
implemented by the end of 2003. The Company expects these programs
to reduce costs by approximately $27 million in 2004 compared to
2003 levels, with an additional $6 million to $11 million of cost
reductions realized from these programs in 2005. The total
reduction in costs from these programs by 2005 is expected to be
$41 million to $46 million compared to cost levels in 2002. The
severance costs associated with the headcount reductions are
approximately $10 million, of which approximately $4 million was
paid in 2003, with the balance expected to be paid in 2004.
Commenting on Wellman's cost reduction initiatives, Mr. Duff,
said, "Wellman is fully committed to achieving its cost reduction
initiatives in order to restore profitability to acceptable
levels. As such, we are pleased to report that we are ahead of
schedule in achieving the results of the cost reduction program
announced in November 2003."

Wellman expects that PET resin demand will increase faster than
supply over the next couple of years, leading to improved capacity
utilization in the North American PET resin market, and improved
profitability. The Company has significant operating leverage;
each penny increase or decrease in the raw material margin for our
US PET resin business changes operating income and cash flow by
approximately $11 million.

Wellman, Inc. (S&P, BB+ Corporate Credit Rating, Negative)
manufactures and markets high-quality polyester products,
including PermaClear(R) and EcoClear(R) brand PET (polyethylene
terephthalate) packaging resins and Fortrel(R) brand polyester
fibers. The world's largest PET plastic recycler, Wellman utilizes
a significant amount of recycled raw materials in its
manufacturing operations.


WESTERN GAS: Names John F. Chandler as Chief Operating Officer
--------------------------------------------------------------
Western Gas Resources, Inc. (NYSE: WGR) announced that John F.
Chandler has been named Chief Operating Officer and Executive Vice
President of Western effective immediately.  

Mr. Chandler will be in charge of all day-to-day operations
including exploration, production, midstream and marketing and
will continue to report directly to the President and Chief
Executive Officer.

Mr. Chandler joined Western in 1984 and most recently was
Executive Vice President-Upstream and Marketing.  In his previous
role, Mr. Chandler was responsible for Western's upstream
exploration and production business, in addition to governmental
affairs, marketing, commodity risk management and human resources.

Peter Dea, President and CEO, stated, "The promotion of
Mr. Chandler will be integral to Western's success as we further
our goal of being a premier developer of unconventional natural
gas resources in the Rocky Mountain region.  His wide-ranging
expertise in the natural gas industry and proven track record with
Western strengthens our ability to maximize the integration of
Western's exploration and production and midstream operations as
we take Western to the next level of success."

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/


WORLDCOM INC: Appoints Glenn Hutchins & Mark Neporent to Board
--------------------------------------------------------------
MCI (WCOEQ, MCWEQ) announced the appointment of two additional
members to its board of directors.

The new appointees are Glenn Hutchins, a founder and managing
member of investment firm Silver Lake Partners; and Mark Neporent,
chief operating officer, general counsel and senior managing
director of Cerberus Capital Management, LP.

"Glenn and Mark are outstanding additions to the MCI board -- a
board that brings depth and diversity of experience, as well as
unwavering commitment and integrity," said MCI Chairman and CEO
Michael D. Capellas. "They provide invaluable stakeholder
participation that will prove to be a valuable resource to MCI in
the coming years."

MCI's Board of Directors includes the following members and
appointees:

    * Dennis Beresford, former Financial Accounting Standards
      Board Chairman

    * Michael D. Capellas, MCI chairman and CEO

    * W. Grant Gregory, former Touche Ross Chairman  (appointee)

    * Judith Haberkorn, retired Bell Atlantic executive
      (appointee)

    * Laurence Harris, Patton Boggs Partner  (appointee)

    * Eric Holder, former U.S. Deputy Attorney General (appointee)

    * Glenn Hutchins, a founder and managing member of Silver Lake
      Partners (appointee)

    * Nicholas Katzenbach, former U.S. Attorney General and
      Undersecretary of State

    * David Matlin, CEO of MatlinPatterson Global Advisers LLC
      (appointee)

    * Mark Neporent, chief operating officer, general counsel and
      senior managing director of Cerberus Capital Management, LP
      (appointee)

    * C.B. "Jack" Rogers, former Equifax chairman and CEO

Upon the effective date of its emergence from Chapter 11, the
appointees, together with the existing members, will constitute
the new Board of the reorganized MCI.

            Glenn Hutchins, founder and managing member
                   of Silver Lake Partners

Hutchins is a founder and managing member of Silver Lake Partners,
the leading private equity investment firm focused on large-scale
investments in technology and related growth companies and a
WorldCom creditor. He serves as a director of several companies in
Silver Lake's portfolio, including Seagate Technology, Inc.,
Gartner, Inc., and Ameritrade Holding Corp. Mr. Hutchins also
serves as a Trustee and Chairman of the Investment Committee of
the Lawrenceville School and as a member of the Board of
Overseers' Committee on University Resources of Harvard College.
Mr. Hutchins is also a member of the Council on Foreign Relations
and the World Economic Forum.

Prior to founding Silver Lake, Hutchins was a general partner of
The Blackstone Group. He also served as a special advisor to the
Clinton-Gore transition and in the White House during parts of
1992, 1993 and 1994 and was appointed by Robert Rubin to the
Advisory Committee on Financial Services of the U.S. Department of
the Treasury, on which he served from 1995 to 1996. Mr. Hutchins
has been involved in private equity since 1985, when he joined
Thomas H. Lee Co.

Mr. Hutchins graduated from Harvard College, Harvard Business
School and Harvard Law School.

      Mark Neporent, Chief Operating Officer, General Counsel
   and Senior Managing Director, Cerberus Capital Management, LP

Since April 1998, Mr. Neporent has served as chief operating
officer, general counsel and senior managing director of Cerberus
Capital Management, LP, a multi-billion dollar investment
management firm. He previously worked as a partner at Schulte Roth
& Zabel LLP, in New York, in the Business Reorganization and
Finance Group. Mr. Neporent began his legal career with
Otterbourg, Steindler, Houston & Rosen, PC, as an associate in the
Creditors' Rights Department.

Mr. Neporent was admitted to the New York State Bar in 1983 and
the Connecticut Bar in 1982. He is a trustee of the Association of
Bankruptcy Professionals (1990-1996) and the Committee on
Bankruptcy and Corporate Reorganization, for the Association of
the Bar of the City of NY (1994-1997). He is a member of the New
York State Bar Association and the American Bar Association. He
received his Bachelors Degree from Lehigh University in 1979, and
his law degree from the Syracuse University College of Law, cum
laude, in 1982.

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


* Sheryl L. Toby Co-Leading Dykema Gossett Restructuring Practice
-----------------------------------------------------------------
Sheryl L. Toby has joined the Detroit office of Dykema Gossett
PLLC as co-leader of the law firm's Corporate Restructuring and
Bankruptcy Practice Group. The appointment was made by Dykema
Gossett Chairman and Chief Executive Officer Rex E. Schlaybaugh,
Jr.

"Toby has gained national recognition for her work in the
bankruptcy area," Schlaybaugh said.  "She is known for her
approach in providing creative solutions to creditors, debtors and
lenders in addressing troubled company situations.  Toby is a
valuable addition to our Corporate Restructuring and Bankruptcy
Practice as we continue to expand our Midwest presence."
Toby joins existing Corporate Restructuring and Bankruptcy
Practice co-leader, Ronald L. Rose, a highly-regarded 30-year
bankruptcy veteran, fellow of the American College of Bankruptcy
and certified business bankruptcy specialist by the American
Bankruptcy Board of Certification.    

Dykema Gossett's Corporate Restructuring and Bankruptcy Practice
Group represents a wide range of clients including manufacturing,
retail, healthcare, real estate, financial institutions and
creditors committees.

Toby is a frequent national speaker and media expert source.  She
has authored numerous articles on such topics as "Finding Assets"
and "Bankruptcy Can Resolve Difficult Business Issues."  In 1997,
she was selected to Crain's Detroit Business "40 Under 40" as one
of Southeast Michigan's best and brightest attorneys under age 40.

Toby is chair of the Advisory Board for the American Bankruptcy
Institute Central States Division and vice-chair of the Use and
Disposition of Property Subcommittee of the Business Bankruptcy
Committee of the American Bankruptcy Association.  In 1996, she
co-founded and is the current chair of the Michigan Chapter of the
International Women's Insolvency and Restructuring Confederation
(IWIRC); she was appointed to the advisory committee to the United
States Bankruptcy Court for the Eastern District of Michigan for
1997-1999 and served as vice chair of the American Bar
Association; Bankruptcy Committee of the General Practice Section
for 1992-93.  Ms. Toby is also a member of the Federal and
American Bar Associations.

She is admitted to practice before the Supreme Court of the United
States, Michigan Supreme Court, U.S. District Courts for the
Eastern and Western Districts of Michigan, Sixth Circuit Court of
Appeals and has appeared before numerous other United States
Federal Courts.

Toby holds a juris doctor, cum laude, Order of the Coif, from
Wayne State University Law School and bachelor of arts from
Michigan State University.

She lives in Sylvan Lake, Michigan.

Dykema Gossett PLLC, based in the Midwest, is one of the country's
largest and most respected legal services and public policy
consulting firms.  The firm is known for its highly experienced
legal experts and focus on highly complex business situations and
complex national litigation.  Dykema Gossett advises domestic and
foreign-based companies and institutions on a wide variety of
business issues including corporate governance, growth strategies
and risk reduction, regulatory compliance, international trade, e-
commerce and many others.  Its diversified practice, international
reach and Midwest work ethic have made Dykema Gossett the choice
of Fortune 100 companies and entrepreneurial enterprises. The firm
has offices in Ann Arbor, Bloomfield Hills, Chicago, Detroit,
Grand Rapids, Lansing, Pasadena, and Washington, D.C.


* William H. Narwold Joins Motley Rice LLC as Member
----------------------------------------------------
Motley Rice LLC, the nation's preeminent plaintiff's law firm,
announced that William H. Narwold is now a member of the firm.

Narwold joins Motley Rice LLC's Commercial Litigation Practice and
is spearheading a major expansion in this area. He brings to the
firm more than 25 years of experience in the field, with expertise
in securities, intellectual property, trade regulation,
professional liability, tax, appellate and other matters. In
addition, Narwold will play an active management role as a member
of the firm's Executive Committee.

"Bill Narwold's unmatched experience and leadership build on our
firm's exceptional track record in complex, pro-consumer
commercial litigation, giving us a capacity in this area that
stands second to none," said Motley Rice LLC Senior Member Ronald
L. Motley. "Along with asbestos, toxic torts, nursing homes,
product liability, lead poisoning, anti-terrorism and so many
other fields, commercial litigation is one of our centers of
excellence."

"We could not be more proud to welcome one of the nation's most
versatile and accomplished litigators to our management team,"
said Motley Rice LLC Senior Member Joseph F. Rice. "Having worked
closely with Bill Narwold over the past two years while he was
serving as a management consultant to the firm, I know what a
pleasure it will be to have the benefit of his expertise on a
full-time basis."

"Motley Rice LLC sets the standard in the plaintiffs' bar,"
Narwold said. "The opportunity to strengthen the firm even
further, to expand its Commercial Litigation Practice, to work
with such an outstanding group of legal minds, and to pursue
corporate accountability even more effectively was simply too good
to pass up."

Narwold served as the managing partner at Cummings & Lockwood of
Hartford, Conn., from 1994 until 2003. In late 2003, Cummings &
Lockwood's commercial practice merged with McCarter & English.

Narwold was a member of his old firm's Business Litigation Group,
and also headed the Issues and Appeals Practice, preparing,
briefing and arguing more than 200 appeals in Connecticut and
across America.

In addition, Narwold is a national leader in the movement for
corporate accountability and responsibility. He has provided
extensive counsel to many clients on corporate governance,
conflicts of interest, compensation and other significant
decisions. He also has conducted internal investigations for
companies where improprieties have been alleged.

A skilled problem-solver, Narwold undertakes between 10 and 15
mediations and arbitrations annually both through the American
Arbitration Association and privately. And he is a sought-after
speaker on the subject of alternative dispute resolution.

Narwold's management experience goes beyond the legal arena. He
serves as chairman of Protein Sciences Corporation, a Connecticut-
based biotechnology company focused on the development of vaccines
for human and animal uses.

Narwold is a 1974 graduate of Colby College with a B.A. in
Government. He earned his law degree cum laude from the University
of Connecticut School of Law in 1979, where he was managing editor
of the Connecticut Law Review. After graduation, he served as a
law clerk for the Honorable Warren W. Eginton, U.S. District
Judge, District of Connecticut, from 1979-1981.

Narwold serves on the board of directors of numerous bar
associations and non-profit organizations, including the
Connecticut Bar Foundation, the Greater Hartford Legal Assistance
Foundation, and Lawyers for Children. He was named one of the
eleven lawyers "who made a difference" by The Connecticut Law
Tribune.

Narwold will split his time between Motley Rice LLC's Mt.
Pleasant, S.C., and Providence, R.I., offices.

Motley Rice LLC's attorneys have achieved international
recognition for their trial work on behalf of asbestos victims,
the state attorneys general in their litigation against Big
Tobacco, the 9/11 Families United to Bankrupt Terrorism in their
action against terrorist financiers, and many others injured due
to negligence and wrongdoing. The firm is headquartered in Mt.
Pleasant, with offices in Barnwell, S.C., New Orleans and
Providence.

                          *********

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 ***