TCR_Public/040126.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 26, 2004, Vol. 8, No. 17

                          Headlines

ADELPHIA BUSINESS: Court Clears Hanover Settlement Agreement
ADELPHIA COMMS: Launches TV One, a New African American Channel
ADELPHIA COMMS: Obtains Extension to March 4 to File Schedules
ADVANCED ACCESSORY: S&P Cuts Corporate Credit Rating a Notch to B
AIR CANADA: Draws CDN$300 Million from GE Capital DIP Facility

AMC ENTERTAINMENT: Terminates Discussions with Loews Cineplex
AMC ENTERTAINMENT: Onex Confirms Termination of Talks with Loews
AMERICAN AXLE: Proposes to Redeem 9.75% Sr. Subordinated Notes
AMERICREDIT CORP: Second-Quarter Results Zoom to Positive Zone
ANC RENTAL: Court Okays Fried Frank's Retention as Special Counsel

ART FOUR: U.S. Trustee to Meet With Creditors on February 5
ASBURY AUTOMOTIVE: Files SEC Form S-3 re Secondary Stock Offering
ASPECT COMMS: Reports Improved Fourth-Quarter 2003 Performance
ASPEN TECHNOLOGY: Reports Improved Year-Over-Year Fin'l Results
ATA HOLDINGS: Will Publish Fourth-Quarter 2003 Results on Feb. 2

AURORA FOODS: Committee Brings-In Houlihan as Financial Advisor
AURORA FOODS: Will Integrate Pinnacle & Aurora Foods' Operations
AVALON GLENDALE: Voluntary Chapter 11 Case Summary
BABES ENTERTAINMENT: Voluntary Chapter 11 Case Summary
BOMBARDIER CAPITAL: S&P Hatchets Ser. 1999-A Class B-2 Rating to D

BOUTIT, INC.: Rap Artist Master P Goes Bust
BOYD GAMING: Fitch Says Harrah Asset Purchase Won't Affect Ratings
BRANDPARTNERS: Completes Major Debt Restructuring Transaction
BUDGET GROUP: Court Grants Jan. 30 Extension to Decide on Leases
BUILDERS PLUMBING: Looks to Silverman for Financial Advice

CENTRAL WAYNE: Seeks Okay to Sign-Up Piper Rudnick as Attorneys
CHECKMATE STAFFING: Has Until Wednesday to File Schedules
CKE RESTAURANTS: Selling All Carl's Jr. Restos in Arizona Area
CORNING INC: Fourth-Quarter 2003 Net Loss Tops $29 Million
COTT CORP: Will Publish Q4 and Year-End Results on Thursday

DENNY'S CORP: Oaktree Capital Discloses 12% Equity Stake
DII INDUSTRIES: Obtains Final Nod to Hire Trumbull as Claims Agent
DOMAN IND.: CCAA Monitor KPMG Files Report Re Restructuring Pact
DONELLY'S HOME: Case Summary & 24 Largest Unsecured Creditors
EAST THOMAS LLC: Voluntary Chapter 11 Case Summary

ELIZABETH ARDEN: Extends 11-3/4% Notes Tender Offer Until Thurs.
EMAGIN CORP: Inks Securities Purchase Agreement with Investors
ENCOMPASS: Wants Court to Disallow Gary Norton's $1.26MM Claim
ENRON CORP: Seeks Go-Ahead to Enter into Deeds of Indemnity
ENRON CORPORATION: Proposes Employee Claims Settlement Protocol

ENVOY COMMS: September Working Capital Deficit Tops C$2 Million
EXIDE TECHNOLOGIES: Reaches Plan Agreement with Creditor Groups
FACTORY 2-U STORES: Seeks Court's Approval to Close 44 Stores
FELCOR: Reports Preferred Dividends' Federal Income Tax Status
FLEMING COS: Files First Amended Plan & Disclosure Statement

FMA CBO: S&P Puts Class A & B Notes' Ratings on Watch Negative
GLENN MCCLENDON: Section 341(a) Meeting Scheduled on February 19
GLOBAL CROSSING: Commences Trading on Nasdaq National Market
GREAT AMERICAN: Completes $75 Million Senior Debt Offering
HMB INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors

HOLLINGER: Taps Joseph Groia as US Securities Litigation Counsel
HUGHES ELECTRONICS: GM Employee Benefit Reports 21.1% Equity Stake
J.C. PENNEY: Initiates Cost-Cutting Steps to Save $100M Annually
J HERNDON INC: Case Summary & 20 Largest Unsecured Creditors
KMART CORP: Wants Judge Sonderby to Reduce 30 tax Claims to $678K

KYOTO BOWL: Case Summary & 3 Largest Unsecured Creditors
LA MONTANA INC: Case Summary & 15 Largest Unsecured Creditors
LEHMAN BROTHERS: Fitch Stays Class M's Low-B Rating on Watch Pos.
MAGNETITE ASSET: Fitch Ups Ratings of Classes D & E to BB+/B+
MERRILL LYNCH: Fitch Hatchets Ratings on Classes H & G Notes

MICROCELL: Seeking Senior Secured Credit Facility Refinancing
MIRANT CORP: US Bank Wants Court to Confirm Stay Non-Requirement
MIRANT: Asks Court Okay to Implement Key Employee Retention Plan
NATIONAL BENEVOLENT: Wrestling with Creditors as Talks Continue
NATIONAL RADIATOR: Case Summary & 19 Largest Unsecured Creditors

NATIONAL STEEL: Seeks to Reclassify 65 Claims to Correct Debtors
NATIONSRENT INC: Wants Court to Disallow 21 Duplicate Claims
NATIONSRX INC: Former Auditors Raise Going Concern Doubts
NATIONSRX INC: Brings-In Two New Directors to Board
NBTY INC: FY 2004 First-Quarter Results Reflect Solid Growth

NIMBUS GROUP: Intends to Acquire 51% Stake in Fragex S.A.R.L.
NORAMPAC INC: Reports Significant Decline in 4th-Quarter Results
NORTEL NETWORKS: Talking with Flextronics to Sell Certain Assets
NORTEL NETWORKS: Plans to Evolve Company's Supply Chain Strategy
OMEGA HEALTHCARE: Declares Regular Quarterly Preferred Dividends

OMEGA HEALTHCARE: Will Publish Fourth-Quarter Results on Thursday
OWENS CORNING: Seeks to Buy Jackson, Tennessee Facility Equipment
PARMALAT GROUP: Brazil Unit Closes Milk Production Plant in Goias
PENN NATIONAL: Submits Bid for Illinois' Tenth Casino License
PENTHOUSE INT'L: Unit Taps Ulate for Master Planned Resort Dev't

PG&E NAT'L: Court Approves ET Debtors' Contract Mediation Protocol
THE PHOENICIAN DYNASTY: Chapter 11 Involuntary Case Summary
PILLOWTEX CORP: Has Until March 31, 2004 to Decide on Leases
PLAINS ALL AMERICAN: Reports Distribution on Limited Partner Units
PLAINS RESOURCES: Special Committee Finds Vulcan Offer Inadequate

PMA CAPITAL: Fitch Hacks Insurer Financial Strength Rating to CC
PROFESSIONAL BUSINESS: Case Summary & Largest Unsecured Creditors
QWEST: Inks Multi-Year Multimillion-Dollar Contract with Convergia
RELIANCE GROUP: Asks Court to Disallow NY Tax Dept.'s $3.7M Claim
RESMED INC: Will Webcast Second-Quarter Conference Call on Feb. 4

RIVER SAND AND ROCK: Case Summary & 5 Largest Unsecured Creditors
RMH TELESERVICES: Independent Auditors Airs Going Concern Doubt
SAFETY-KLEEN: Says Miller's Claim is Moot & Should be Disallowed
SOLUTIA INC: Obtains Court's Go-Signal to Use Cash Collateral
STARWOOD HOTELS: Ups Offer Price for Westin Michigan Avenue Hotel

STRUCTURED ASSET: Fitch Takes Rating Actions on 4 Securitizations
SUMMITVILLE TILES: Turns to Thompson Hine for Legal Advice
TOWER AIR: Trustee Reports on Status of On-Going Liquidation
UNITED AIRLINES: URPBPA Wants Nod to Represent Retired Pilots
UNITED RENTALS: S&P Affirms Low-B Level Corporate Credit Rating

UNITED STEEL: Asking for Authority to Hire J.H. Cohn as Accountant
VELTRI METAL PRODUCTS: Voluntary Chapter 11 Case Summary
VITESSE SEMICONDUCTOR: Red Ink Continues to Flow in Q1 Fiscal 2004
WELLMAN: Weak Financial Performance Spurs S&P's Credit Rating Cut
WESTERN GAS: Completes Redemption of 800,000 Preferred Shares

WINN-DIXIE: Appoints Brad Spooner Division Manager for N. Florida
WORLDCOM INC: Provides Full-Year 2004 Financial Guidance
WORLD HEART: Commences Novacor(R) Direct Sales in Canada & Europe

* Mark Bradshaw Named Partner at Marshack Shulman Hodges & Bastian
* Saul Ewing Brings-In Three Attorneys to Its Partnership

* BOND PRICING: For the week of January 26 - 30, 2004

                          *********

ADELPHIA BUSINESS: Court Clears Hanover Settlement Agreement
------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
sought and obtained Court approval, pursuant to
Rule 9019(a) of the Federal Rules of Bankruptcy Procedure, of
their settlement with The Hanover Insurance Company.

                 Hanover Surety Bond Litigation

As a leading provider of facilities-based integrated
telecommunications services in the markets they serve, the ABIZ
Debtors must enter into certain agreements with private parties,
as well as municipal and state governments, to facilitate their
operations.  Intrinsically, the Debtors are either required by
law or the pertinent Underlying Agreement to obtain surety bonds
to protect against any damage or liability arising as a result of
the activities contemplated by the Underlying Agreements,
including the Debtors' inability to perform under it on account
of insolvency or otherwise.

In this regard, the Debtors procured some 200 surety bonds from
Hanover prior to the Petition Date, including various:

   (1) performance/payment bonds,
   (2) franchise bonds,
   (3) pole attachment bonds,
   (4) financial guarantee bonds, and
   (5) security deposit bonds.

On July 3, 2002, Hanover asked the Court for relief from the
automatic stay to permit it to cancel certain surety bonds, and
for adequate protection.  Hanover also sought the unilateral
termination of the Hanover Bonds because, among other reasons,
the Hanover Bonds are unassumable financial accommodations under
Section 365(c)(2) of the Bankruptcy Code.  On August 6, 2002,
after a two-day hearing on the Debtors' objections to Hanover's
request, the Court denied Hanover's Lift Stay Motion and
subsequently, on October 15, 2002, denied Hanover's Motion for
Reargument seeking reconsideration of the Court's denial of the
Lift Stay Motion.  On October 22, 2002, Hanover appealed both the
Lift-Stay Order and the Reargument Order to the United States
District Court for the Southern District of New York.  The Appeal
is currently pending.

On February 7, 2003, Hanover asked the Court's permission to
issue notices of non-renewal for expired surety bonds to permit
it to terminate its obligations on surety bonds that reached the
end of the term for which a premium was paid by the Debtors, and
which, accordingly, expired.  In March 2003, the Debtors and
Hanover entered into a stipulation with respect to the Hanover
Non-Renewal Motion permitting Hanover to issue notices and
terminate bonds on certain conditions.  Notwithstanding the
Court's denial of Hanover's Lift Stay Motion to cancel surety
bonds, because the surety bonds are subject to termination as
they expire, the Debtors and Reorganized Debtors will need to
make arrangements to maintain necessary surety credit through
Hanover or another surety.

                       The COPA Contract

On May 3, 2000, Adelphia Business Solutions of Pennsylvania,
Inc., a non-debtor indirect subsidiary of ABIZ, and the
Commonwealth of Pennsylvania entered into that certain
Telecommunications Service Contract pursuant to which ABIZ PA
provides certain telecommunication services to Pennsylvania.
Historically, the COPA Contract was a substantial source of
revenue for ABIZ, and Pennsylvania is ABIZ's largest, and
economically, most important market.

To ensure its performance under the COPA Contract, ABIZ PA
procured a $20,000,000 letter of credit from Wachovia Bank,
National Association.  The Wachovia L/C is collateralized with a
$20,000,000 cash deposit maintained by Wachovia pursuant to a
June 13, 2002 pledge agreement.

                    The Allegheny Agreement

On August 13, 1999, Hyperion Communications Long Haul, L.P., now
known as Adelphia Business Solutions Long Haul, L.P., one of the
Debtors, entered into that certain fiber optic agreement with
Allegheny, whereby Allegheny licensed to Long Haul the exclusive
indefeasible use of certain miles of fiber along a fiber optic
communication system that was eventually constructed by
Allegheny.

To secure their obligations under the Allegheny Agreement, on
July 12, 2001, the Debtors procured a $15,500,000 surety bond
from Hanover.  Prior to its Chapter 11 filing, Long Haul did not
pay certain amounts that Allegheny asserted it was owed.
Allegheny subsequently claimed that Long Haul defaulted on its
obligations under the terms of the Allegheny Agreement and made a
demand for payment under the Allegheny Bond.  While Hanover's
investigation of Allegheny's claim was pending, Allegheny filed
an action against Hanover in the District Court for the District
of Massachusetts seeking payment under the Allegheny Bond, which
action is currently pending.

                          The Settlement

To resolve the issues between the parties, the Debtors and
Hanover entered into good faith, arm's-length negotiations
regarding the framework of a potential settlement that would
resolve the Appeal and the Massachusetts Action, as well as
determine the outstanding amounts due to Allegheny under the
Allegheny Agreement, which the Debtors intend to assume in
connection with the settlement with Hanover, subject to certain
conditions precedent.  These negotiations culminated in a term
sheet.  The salient terms of the settlement are:

   (1) On the effective date of its Chapter 11 plan of
       reorganization, but in no event earlier than the release
       of the Wachovia Cash Collateral:

       (a) the Debtors will assume the Allegheny Agreement and
           cure any prepetition default with respect to the
           agreement pursuant to Section 365 of the Bankruptcy
           Code; and

       (b) Hanover will deposit $5,000,000 into a segregated
           trust account to be used solely for funding Hanover's
           $5,000,000 portion of the Cure Payment;

   (2) The Debtors would request a subsequent hearing to
       establish the amount of the Cure Payment to be paid to
       Allegheny in connection with the assumption of the
       Allegheny Agreement;

   (3) The Debtors will issue a note to Hanover for $1,500,000,
       to be paid in 24 equal installments commencing 30 days
       after the Cure Payment is satisfied.  The Hanover Note
       will be secured by cash collateral;

   (4) If the Wachovia Cash Collateral is released, Hanover will
       issue for the benefit of the Commonwealth, a $20,000,000
       performance bond to replace the Wachovia L/C.  The COPA
       Bond, the Hanover Note and the existing and new Hanover
       Bonds will be collateralized by $12,500,000 of the
       Wachovia Cash Collateral and the remaining $7,500,000 of
       the cash collateral will be used by the Debtors to fund a
       portion of the Cure Payment;

   (5) Subject to its standard underwriting practices and the
       occurrence of an event of default, Hanover will maintain,
       and renew as necessary, $7,000,000 of existing Hanover
       Bonds including the bonds that have expired by their terms
       during the pendency of the Debtors' Chapter 11
       proceedings.

       Hanover will renew existing Bonds at the then prevailing
       premium for the category of risk and type of account for
       which the Debtors qualify;

   (6) Subject to its standard underwriting practices, Hanover
       will provide up to $10,000,000 of additional surety bonds
       to the Debtors and their non-Debtor affiliates provided
       that Hanover receives 50% cash collateral of the penal
       amount of each new bond.

       This additional collateral can be used by Hanover to
       secure any of the Debtors' obligations.  Hanover will
       charge a premium at the then prevailing rate for the
       category of risk and type of account for which the Debtors
       qualify; and

   (7) Hanover will not seek to cancel any existing or new
       Hanover Bonds prior to February 28, 2006, subject to
       certain events of default, as set forth at length in the
       Term Sheet.

Judy G.Z. Liu, Esq., at Weil, Gotshal & Manges LLP, in New York,
asserts that the settlement with Hanover, as embodied in the Term
Sheet, is well within the range of reasonableness:

   * By releasing the Wachovia Cash Collateral, and providing
     for Hanover's cash contribution to the Cure Payment of
     $5,000,000, the settlement provides the Debtors with
     additional liquidity that will be instrumental in
     effectuating the satisfaction of the Cure Payment
     associated with the Allegheny Agreement is integral to the
     Debtors' business;

   * The settlement resolves protracted and complicated
     litigation and preserves the existing Hanover Bonds that
     are required for the Debtors' ongoing operations.  Hanover
     will serve as an ongoing source for new bonds that may be
     required for the Debtors' business, and all issued bonds
     will be cash collateralized at favorable levels -- in no
     case greater than 50%;

   * The settlement resolves the Debtors' bonding requirements
     through February 2006;

   * Hanover will withdraw its Appeal with prejudice, and its
     request for discovery pursuant to Bankruptcy Rule 2004,
     which request has been pending for several months; and

   * The settlement also serves as a way to resolve the
     Massachusetts Action, by providing for the Court's
     determination of the Cure Payment that may be due to
     Allegheny, while at the same time, Allegheny's rights are
     protected by the collective funding of the Cure Payment by
     the Debtors and Hanover. (Adelphia Bankruptcy News, Issue No.
     49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Launches TV One, a New African American Channel
---------------------------------------------------------------
Adelphia Communications (OTC Bulletin Board: ADELQ) announced that
TV One, the new channel targeting African American adults, has
been added to the lineup of its Cleveland Adelphia Communications
cable system as part of the expanded basic package on channel 74.
TV One is now available to more than 250,000 Cleveland Adelphia
customers.

TV One features a broad range of entertainment-oriented original
programming, classic series, movies, fashion and music, as well as
public affairs, non-fiction series and lifestyle programs that
focus on African American themes, issues, culture and politics.

"Adelphia is pleased to offer our subscribers early access to TV
One, which debuted nationally this week," said Area Vice President
Pam Mackenzie. "TV One promises to be an exciting service and is
representative of our efforts to provide viewers with the widest
possible array of programming choices."

"We are delighted that Cleveland's African American adult viewers
will have access to TV One and are especially pleased they will be
able to watch the channel without paying an additional fee," said
TV One Senior Vice President of Affiliate Sales and Marketing
Bernard Bell. "We thank Adelphia for its strong support of this
new service and look forward to providing a channel that will
serve their African American customers' entertainment interests
and reflect and respect their lifestyle and culture."

TV One's investors include Radio One (Nasdaq: ROIA and ROIAK)
(www.radio-one.com), the largest radio broadcaster primarily
targeting African-American and urban listeners; Comcast
Corporation (Nasdaq: CMCSA and CMCSK) -- http://www.comcast-com/
-- the largest cable television company in the country;
Constellation Ventures; Syndicated Communications; Pacesetter
Capital Group; and Opportunity Capital Partners. TV One's web site
is http://www.tv-one.tv/  

Adelphia Communications Corporation is the fifth-largest cable
television company in the country. It serves 3,500 communities in
30 states and Puerto Rico, and offers analog and digital cable
services, high-speed Internet access (Adelphia Power Link), and
other advanced services.


ADELPHIA COMMS: Obtains Extension to March 4 to File Schedules
--------------------------------------------------------------
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, recounts that the Adelphia Communications Debtors filed
their schedules of liabilities, schedules of executory contracts
and unexpired leases and statements of financial affairs in each
of their cases on July 31, 2003 in advance of the August 1, 2003
deadline.  In addition, the Debtors filed amendments to the
Statements of Financial Affairs and Schedules of Liabilities on
October 8, 2003, and additional amendments to the Schedules of
Liabilities on October 24, 2003.

The Debtors, with the assistance of their professional advisors,
continue to work diligently on the preparation of their Schedules
of Assets.  However, due to the complexity and diversity of their
operations and other demands of these cases, the Debtors were
unable to complete and file their Schedules of Assets prior to
the January 15, 2004 deadline.  

Ms. Chapman reports that the Debtors continue to work diligently
on numerous corporate, financial and legal issues involving,
among other things, the Securities and Exchange Commission, the
Justice Department, federal and state franchise regulatory
authorities, financial statement, restatement and audit
activities, and, of course, the myriad challenges incident to
operating their cable and other businesses.  Furthermore, the
Debtors prepared a confidential long-term business plan, which
was presented to the advisors to their primary constituents, and
an analysis of distribution priorities that will lay the
foundation for the distribution of value to creditors, which also
was presented to the advisors to their primary constituents.  The
Debtors also initiated negotiations with representatives of key
parties-in-interest in these cases regarding the terms of a plan
or plans of reorganization.

However, Ms. Chapman relates, there remains a substantial amount
of work, which must be completed in connection with the financial
statement and audit activities, including the reassessment of
property, plants and equipment, before the Debtors are in a
position to finalize their Schedules of Assets.  

Accordingly, the Debtors sought and obtained a Court order
extending their deadline to file their Schedules of Assets
through March 1, 2004, without prejudice to their right to
request a further extension should it become necessary. (Adelphia
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ADVANCED ACCESSORY: S&P Cuts Corporate Credit Rating a Notch to B
-----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sterling Heights, Michigan-based Advanced Accessory
System LLC to 'B' from 'B+' and its senior unsecured notes rating
to 'CCC+' from 'B-'. At the same time, Standard & Poor's assigned
assigned its 'B' corporate credit rating to parent company
Advanced Accessory Holdings and assigned its 'CCC+' rating to $60
million of senior discount notes due 2011 to be issued by Advanced
Accessory Holdings. Proceeds from the debt offering will fund a
cash dividend to the equity sponsor. The senior discount notes
are structurally subordinated to all of the existing and future
debt and obligations of Holdings' subsidiaries. At the time the
senior discount notes are issued, Holdings' only principal asset
will be its investment in AAS, which will not guarantee the notes.
The outlook on Advanced Accessory Systems, and its parent company,
is stable.

"The downgrade for AAS reflects the heightened refinancing risk
created by the increase in leverage from this transaction," said
Standard & Poor's credit analyst Nancy Messer.

Although the discount notes do not increase liquidity risk, since
they are non-cash pay until 2008, the principal balance accretes
over time to reflect the accrued interest payments. In addition,
the company's exposure to pricing pressures from the original
equipment manufacturers (OEMs) has somewhat eroded margins in
recent quarters.

AAS is a global producer of towing and rack systems for the
original equipment and aftermarket segments of the automotive
industry. It is estimated that the consolidated company will have
total debt of about $265 million after the transaction.


AIR CANADA: Draws CDN$300 Million from GE Capital DIP Facility
--------------------------------------------------------------
On January 12, 2004, Air Canada drew C$300,000,000 from the first
tranche of its DIP financing facility provided by GE Capital
Canada Inc.  The additional liquidity will be used to fund
certain one-time lease payments resulting from the completion of
restructured aircraft leases and to increase reserves during the
seasonally weaker months from a cash generation point of view.  
Air Canada will also pay C$130,000,000 in 2003 pension plan
service costs. (Air Canada Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMC ENTERTAINMENT: Terminates Discussions with Loews Cineplex
-------------------------------------------------------------
AMC Entertainment Inc. (AMEX: AEN), one of the world's leading
theatrical exhibition companies, said that its previously
announced discussions with Loews Cineplex Entertainment
Corporation relating to a possible business combination have been
terminated.

AMC Entertainment Inc. (S&P, B Corporate Credit Rating, Positive),
is a leader in the theatrical exhibition industry. Through its
circuit of AMC Theatres, the Company operates 240 theatres with
3,532 screens in the United States, Canada, France, Hong Kong,
Japan, Portugal, Spain, Sweden and the United Kingdom. Its Common
Stock trades on the American Stock Exchange under the symbol AEN.
The Company, headquartered in Kansas City, Mo., has a Web site at
http://www.amctheatres.com/


AMC ENTERTAINMENT: Onex Confirms Termination of Talks with Loews
----------------------------------------------------------------
Onex Corporation and Loews Cineplex Entertainment Corporation have
terminated their previously announced discussions with AMC
Entertainment Inc. without reaching an agreement on a possible
business combination.

Onex Corporation is a diversified company with annual consolidated
revenues of approximately $18 billion and consolidated assets of
approximately $15 billion. Onex is one of Canada's largest
companies with global operations in service, manufacturing and
technology industries. Its subsidiaries include Celestica Inc.,
Loews Cineplex Entertainment Corporation, Magellan Health
Services, Inc., ClientLogic Corporation, Dura Automotive Systems,
Inc., J.L. French Automotive Castings, Inc., Bostrom Holding,
Inc., InsLogic Corporation, Performance Logistics Group, Inc. and
Radian Communication Services Corporation. Onex shares trade on
the Toronto Stock Exchange under the stock symbol OCX.

The Company's security filings can also be accessed at
http://www.sedar.com/

AMC Entertainment Inc. (S&P, B Corporate Credit Rating, Positive),
is a leader in the theatrical exhibition industry. Through its
circuit of AMC Theatres, the Company operates 240 theatres with
3,532 screens in the United States, Canada, France, Hong Kong,
Japan, Portugal, Spain, Sweden and the United Kingdom. Its Common
Stock trades on the American Stock Exchange under the symbol AEN.
The Company, headquartered in Kansas City, Mo., has a Web site at
http://www.amctheatres.com/


AMERICAN AXLE: Proposes to Redeem 9.75% Sr. Subordinated Notes
--------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., which is traded as
AXL on the NYSE, and its wholly owned subsidiary American Axle &
Manufacturing, Inc., announced plans to redeem all of AAM's 9.75%
Senior Subordinated Notes Due March 2009 on March 1, 2004.  

This redemption covers all $300.0 million of AAM's outstanding
9.75% notes.  AAM will pay current note holders 104.875% per
$1,000 principal amount, plus accrued and unpaid interest thereon.  
Liquidity under AAM's new $600.0 million senior revolving credit
facility, which closed on January 9, 2004 and was used to
refinance its previously existing bank credit facility, will be
available to fund the redemption.  AAM will report a pre-tax
charge of $22.3 million in the first quarter of 2004 related to
this redemption of the 9.75% Notes and the refinancing of its bank
credit facility.

American Axle & Manufacturing is a world leader in the
manufacture, design, engineering, and validation of driveline
systems and related components and modules, chassis systems and
forged products for trucks, sport utility vehicles and passenger
cars.  In addition to its 14 locations in the United States (in
Michigan, New York and Ohio), AAM also has offices and facilities
in Brazil, England, Germany, Japan, Mexico and Scotland. Or visit
the AAM Web site at http://www.aam.com/

                         *    *    *

As reported in Troubled Company Reporter's November 14, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit and senior secured debt ratings on American Axle &
Manufacturing Holdings Inc. to 'BBB' from 'BB+' because of the
company's strong financial performance and improved credit
statistics. At the same time, the subordinated debt rating was
raised to 'BBB-' from 'BB-'.

The outlook is stable. Total outstanding debt was $573 million at
Sept. 30, 2003.


AMERICREDIT CORP: Second-Quarter Results Zoom to Positive Zone
--------------------------------------------------------------
AmeriCredit Corp., (NYSE:ACF) announced net income of $47.2
million, or $0.30 per share, for its second fiscal quarter ended
December 31, 2003. AmeriCredit reported a net loss of $56.3
million, or $0.37 per share, for the same period a year earlier.

For the six months ended December 31, 2003, AmeriCredit reported
net income of $80.5 million, or $0.51 per share, versus earnings
of $19.4 million, or $0.16 per share, for the six months ended
December 31, 2002.

Automobile loan purchases were $700.0 million for the second
quarter of fiscal year 2004, compared to $745.1 million in the
September quarter. This sequential change in new loan volume was
in-line with normal seasonal trends. Managed auto receivables
totaled approximately $13.0 billion at December 31, 2003.

Managed auto receivables 31-to-60 days delinquent were 7.5% of the
portfolio at December 31, 2003, compared to 9.2% at December 31,
2002, and 7.6% at September 30, 2003. Accounts more than 60 days
delinquent were 2.9% of the portfolio at December 31, 2003,
improved from 4.1% at December 31, 2002, and unchanged compared to
September 30, 2003.

Effective for the quarter ended December 31, 2003, AmeriCredit has
revised its repossession charge-off policy. The Company will now
charge off accounts when the customers' redemption period to
reclaim a repossessed auto has expired. Previously, the Company
charged off accounts at the time that repossessed inventory was
liquidated at auction.

To implement this new policy, AmeriCredit incurred additional
charge-offs of $59.4 million at December 31, 2003, related to the
acceleration of charge-off timing, raising managed portfolio
credit losses to $308.3 million from $248.9 million. This one-time
cumulative adjustment changes the annualized charge-off rate for
the December 2003 quarter to 9.1%, from 7.3% of the managed
portfolio under the old policy. The annualized charge-off rate was
7.6% for the September 2003 quarter.

Going forward, the Company forecasts that annualized charge-offs
will decline to the 6.0% to 6.9% range during calendar year 2004.

AmeriCredit's unrestricted cash balance totaled $524.8 million at
December 31, 2003, compared to $358.0 million at September 30,
2003. The unrestricted cash balance increased primarily from
$168.0 million in net proceeds the Company received from its
convertible senior note offering in November.

"The Company's credit results showed improvement during the
December quarter. Furthermore, we strengthened our balance sheet,
and our liquidity will only get stronger as we start receiving a
significant amount of cash from our old-FSA portfolio beginning
later this year," said Clifton Morris, chief executive officer of
AmeriCredit. "So, with the economy improving and the successful
execution of the Company's revised operating plan in 2003,
AmeriCredit is now ready to move forward and begin to grow again."

The Company is adopting a flexible growth plan that will move its
loan origination base to a target of $1 billion per quarter by the
end of this fiscal year, with the goal of growing at a measured,
deliberate pace averaging 10 to 15 percent annually thereafter.

"By slowing the decline in the portfolio balance in calendar year
2004, we can set the stage for portfolio and earnings growth in
2005," said AmeriCredit president Dan Berce. "We are targeting
high risk-adjusted returns and will maintain a strong balance
sheet with more liquidity than we have carried in the past."

                        Regulation FD

    --  Pursuant to Regulation FD, the Company provides its
        expectations regarding future business trends to the
        public via a press release or 8-K filing. The Company
        anticipates some risks and uncertainties with its
        business. The guidance below includes the Company's
        forecast for fiscal year 2004 and calendar year 2004.

                  Net income and EPS forecast

                               12 mos. ending  12 mos. ending
                                  6/30/04        12/31/04
                               --------------  --------------
Net income ($ millions)         $145 - $165     $150 - $190
Earnings per share              $0.91 - $1.03   $0.93 - $1.17

AmeriCredit Corp. (Fitch, B Senior Unsecured Debt Rating, Stable
Outlook) is a leading independent middle-market auto finance
company. Using its branch network and strategic alliances with
auto groups and banks, the Company purchases retail installment
contracts entered into by auto dealers with consumers who are
typically unable to obtain financing from traditional sources.
AmeriCredit has more than one million customers and approximately
$14 billion in managed auto receivables. The Company was founded
in 1992 and is headquartered in Fort Worth, Texas. For more
information, visit http://www.americredit.com/    


ANC RENTAL: Court Okays Fried Frank's Retention as Special Counsel
------------------------------------------------------------------
Fried Frank Harris Shriver & Jacobson asked the Court to clarify
whether it may continue in its capacity as counsel to the ANC
Rental Debtors' estates pursuant to Sections 105(a) and 327(a) of
the Bankruptcy Code, in light of a preference action the Debtors
filed against it.

Fried Frank attorney, Janice McAvoy, recounted that, without any
prior notice, the Debtors commenced the Preference Action to
recover certain attorneys' fees paid during the 90-day period
before the Petition Date.  The filing of the Preference Action
created a clear conflict of interest between the Debtors' estate
and Fried Frank, which jeopardizes the firm's ability to continue
as the Debtors' counsel.  

The Court determined that Fried Frank did not hold or represent an
interest adverse to the Debtors' estates.  However, as a result of
the Preference Action, Fried Frank now holds an interest adverse
to the Debtors' estates.

The Debtors needed to continue the services of Fried Frank Harris
Shriver & Jacobson as they near the end of their bankruptcy
cases.  In this regard, the Debtors sought and obtained the
Court's authority to employ the firm as special counsel to perform
certain post-closing services, nunc pro tunc to November 10, 2003.

John Chapman, the Debtors' President, told Judge Walrath that the
Debtors need Fried Frank as special counsel to represent them in
connection with certain post-closing matters.  Because of the
firm's previous experience representing the Debtors and their
estates, the professionals and paraprofessionals at Fried Frank
have a wealth of both historical and current institutional
knowledge with respect to, inter alia, the Debtors' assets,
contractual relationships, tax, corporate, environmental and
intellectual property issues, which cannot be matched by any other
law firm.  

As special counsel, Fried Frank will:

   (1) file appropriate documentation with the SEC to deregister
       the ANC common stock;

   (2) analyze and resolve various tax issues that arise in
       connection with the Debtors' plan of reorganization and
       the sale to the Purchasers, including, the dual
       consolidated loss issues, issues with regard to a tax
       indemnification agreement and side letter with AutoNation
       with respect to dual consolidated losses, cancellation of
       indebtedness issues in the United States and Germany, IRS
       audit issues, and various state tax issues;

   (3) finalize ongoing negotiations with various parties in
       connection with lease rejections, with Fifth Third Bank in
       connection with the return of a $482,000 security deposit,
       the completion and documentation of a final agreement in
       connection with assuming and assigning numerous leases for
       a substantial number of buses, address ongoing issues
       with respect to numerous contracts to be rejected or
       assumed, and ensure the completion of the assumption and
       assignment of hundreds of contracts for which assumption
       and assignment notices were already sent to
       counterparties;

   (4) analyze and determine various matters with respect to
       their wind down and liquidation as well as their
       non-debtor foreign subsidiaries;

   (5) finalize the transfer of intellectual property to
       the Purchasers in accordance with the terms of the Asset
       Purchase Agreement;

   (6) timely satisfy all the terms and conditions of their
       Transition Services Agreement with the Purchasers;

   (7) analyze and interpret various matters that arise
       under the Asset Purchase Agreement, as amended; and

   (8) advise on various environmental issues that may remain
       obligations of their estates.

The Debtors acknowledged that, due to the Preference Action, Fried
Frank has an actual conflict of interest with their estates with
respect to the Preference Action.  However, the Preference Action
is being transferred to the Creditors Committee.  The Debtors
believed that the transfer will remove any conflict.

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)


ART FOUR: U.S. Trustee to Meet With Creditors on February 5
-----------------------------------------------------------
The United States Trustee will convene a meeting of Art Four
Hickory Corporation's creditors on February 5, 2004, 10:30 a.m.,
at the Office of the U.S. Trustee, 1100 Commerce St., Room 976,
Dallas, Texas 75242. 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 Dallas, Texas, Art Four Hickory Corporation filed
for chapter 11 protection on January 3, 2004, (Bankr. N.D. Tex.
Case No. 04-30104).  M. Bruce Peele, Esq., at 1504 Westlake, Suite
101 represents the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
estimated debts and assets of over $10 million each.


ASBURY AUTOMOTIVE: Files SEC Form S-3 re Secondary Stock Offering
-----------------------------------------------------------------
Asbury Automotive Group, Inc. (NYSE: ABG) has filed a registration
statement with the Securities and Exchange Commission relating to
a proposed secondary offering of 10,000,000 shares of its common
stock.  

Asbury Automotive Holdings L.L.C., a controlled affiliate of
Ripplewood Investments L.L.C., is offering approximately 7.1
million shares, with the remaining shares offered by certain other
stockholders of the Company.  The Company will receive no proceeds
from this offering.  Certain selling shareholders have
also granted the underwriters an option to purchase up to
1,500,000 additional shares of common stock.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission, but has not yet
become effective. These securities have not been sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective.   

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.


ASPECT COMMS: Reports Improved Fourth-Quarter 2003 Performance
--------------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), the leading
provider of enterprise customer contact solutions, reported
financial results for the fourth quarter and fiscal year ended
December 31, 2003.

               FOURTH QUARTER FINANCIAL RESULTS

Revenues for the fourth quarter of 2003 totaled $97.4 million
compared to $92.6 million for the third quarter of 2003 and $96.9
million for the fourth quarter last year.  Software License
revenues in the fourth quarter of 2003 were $21.5 million compared
to $18.7 million for the third quarter of 2003 and $20.6 million
for the fourth quarter last year.  Hardware revenues totaled $11.1
million in the fourth quarter compared to $11.6 million for the
third quarter and $14.2 million for the fourth quarter last year.  
Software License Updates & Product Support revenues totaled $55.8
million in the fourth quarter compared to $54.6 million for the
third quarter and $51.7 million for the fourth quarter last year.  
Professional Services & Education revenues in the fourth quarter
were $9.0 million compared to $7.8 million for the third quarter
and $10.5 million for the fourth quarter last year.

Net income for the fourth quarter of 2003 was $16.7 million. Net
income attributable to common shareholders for the fourth quarter
was $14.6 million or a profit of $0.19 per share on a basic and
fully diluted basis.  This compares with a net income attributable
to common shareholders of $8.2 million or a profit of $0.11 per
share for the third quarter of 2003 and a net income of $6.7
million or a profit of $0.13 per share for the fourth quarter of
2002.

"We are extremely pleased with our performance this quarter," said
Gary Barnett, Aspect Interim President and CEO.  "We are creating
a great company focused on strong growth and profitability and we
are confident in the strength of our market, our strategy, our
products and our employees."

For the fourth quarter of 2003, gross margins were 62%.  This
compares to 57% for the third quarter of 2003 and 55% for the
fourth quarter of 2002. Operating expenses were $41.4 million for
the fourth quarter of 2003 compared to $39.1 million in the third
quarter of 2003 and $44.4 million for the same period last year.

Cash, cash equivalents, and short-term investments totaled $164.0
million as of December 31, 2003.  This compares to $126.7 million
as of September 30, 2003.  During the fourth quarter, the company
generated $30.6 million in cash from operations.  Accounts
receivable at quarter-end totaled $39.6 million and days sales
outstanding were 34 days compared to 36 days at September 30,
2003.

            FISCAL YEAR 2003 FINANCIAL RESULTS

Revenues for the full fiscal year ended December 31, 2003 totaled
$363.8 million compared to $396.1 million for fiscal year 2002.  
Software License revenues in 2003 were $71.5 million compared to
$82.8 million in fiscal year 2002.  Hardware revenues in 2003 were
$43.0 million compared to $65.8 million in fiscal year 2002.  
Software License Updates and Product Support revenues in 2003
totaled $216.3 million compared to $205.7 million in fiscal year
2002.  Professional Services & Education revenues totaled $33.1
million in 2003 compared to $41.7 million for fiscal year 2002.

Net income for the full fiscal year 2003 was $36.7 million.  Net
income attributable to common shareholders for the full fiscal
year 2003 was $29.0 million or a profit of $0.40 per share. This
compares with a net loss attributable to common shareholders of
$108.3 million or a loss of $1.08 per share on a fully diluted
basis, for the 2002 fiscal year.

For 2003, gross margin was 57%, compared to 39%, for 2002.  Gross
margin for 2002 includes a $37.6 million write-off of intangible
assets.

Operating expenses totaled $159.6 million in 2003, including $3.8
million of non-recurring charges.  This compares to operating
expenses of $230.0 million in 2002, including $22.4 million of
non-recurring charges.

            FOURTH QUARTER OPERATIONAL HIGHLIGHTS

Aspect received significant revenue from customers across a
variety of industry segments.  Some of these Aspect customers
included:  AOL, Accent Marketing, Countrywide Financial
Corporation, Cox Communications, DaimlerChrysler, Lloyds TSB
Retail, Royal Bank of Scotland, State of New York, Worker's
Compensation Board, and Sykes Enterprises.

As further indication of the company's comprehensive product
offering, Aspect Iphinity Call Center was named Product of the
Year by Technology Marketing Corporation's Customer Inter@ction
Solutions and Internet Telephony magazines. In addition, the
company was also named workforce management software market-share
leader in Saddletree Research's report "The U.S. Workforce
Management Software Market: 2003-2007."

                       BUSINESS OUTLOOK

The following statements are forward-looking, and actual results
may differ materially:

    -- The company is planning for a seasonal decline of 4% to 7%
       in first quarter revenue from the fourth quarter.  This
       would represent a substantial growth from the first quarter
       of 2003.

    -- The company expects gross margins to be lower in the first
       quarter, consistent with lower revenue volume.  Variability
       in gross margin percentages is dependent upon, among other
       factors, the mix and volume of revenues.

    -- Operating expenses for first quarter are expected to
       decrease from the fourth quarter.

    -- While the seasonal decline in revenues will yield a lower
       earnings per share compared to the fourth quarter of 2003,
       we expect to maintain the momentum the company has achieved
       over the last year.

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


ASPEN TECHNOLOGY: Reports Improved Year-Over-Year Fin'l Results
---------------------------------------------------------------
Aspen Technology, Inc. (NASDAQ: AZPN) reported financial results
for its fiscal 2004 second quarter and six months ended
December 31, 2003.

Total revenues for the second quarter totaled $80.4 million, with
software license revenues of $37.7 million and services revenues
of $42.7 million. On a Generally Accepted Accounting Principles
(GAAP) basis, the company reported second quarter net income of
$560,000, or $0.01 per diluted share, compared to a net loss of
$136.9 million or $3.59 per diluted share in the same period last
year. Excluding the preferred stock dividend and discount
accretion, the company reported second quarter net income of $3.9
million, or $0.05 per diluted share compared to pro forma (non-
GAAP) net income of $643,000, or $0.02 per diluted share, in the
second quarter of fiscal 2003.

"During the second quarter, we continued to build upon the
operational performance and financial foundation that we worked
hard to establish at AspenTech over the previous four quarters,"
said David McQuillin, President and CEO of AspenTech. "With the
significant structural changes behind us, we have now turned our
full attention to focusing on the execution of our business
strategy to deliver sustainable, profitable growth for our
shareholders. With economic indicators steadily improving, we are
beginning to see pockets of strength in our customer base and we
are moving aggressively to capitalize on these opportunities.

"Our strategy to deliver business value with vertical software
solutions to the emerging enterprise operations management (EOM)
market is gaining momentum. We are encouraged by our customers'
response to the benefits they are receiving from some of our newer
products such as Aspen Operations Manager. We have also added new
functionality to our supply chain planning solutions over the past
year which has strengthened demand for this technology from the
petroleum, chemicals and consumer goods markets."

                   Second Quarter Highlights

AspenTech accomplished the following in the second quarter:

-- Significantly improved year-over-year GAAP net income.

-- Pro forma (non-GAAP) net income increased six-fold from the
   year-ago quarter and more than eight-fold sequentially.

-- Increased cash balance by more than $23 million to
   approximately $125 million.

-- Closed 9 transactions of approximately $1 million or greater,
   compared to 5 transactions last year.

-- Signed significant license transactions with Saudi Aramco,
   Anadarko Petroleum Corporation, Aker Kvaerner, Stone & Webster
   and Akzo Nobel.

-- Reduced total expenses by approximately seven percent year-
   over-year and delivered a sequential decline for the third
   straight quarter. Fiscal 2004 second quarter total expenses
   include a $2 million accrual for legal fees related to the FTC
   proceeding.

-- Lowered DSOs for billed receivables by 11 days to 72 days
   compared to 83 days in the second quarter of fiscal 2003.

-- Delivered on new product development commitments with
   commercial availability of Aspen RefSYS 1.0, HYSYS Upstream Oil
   & Gas Option 1.0, and new functionality for Aspen Operations
   Manager.

-- Purchased $7.0 million of the company's 5.25% subordinated
   debentures at a discount to par in January 2004.

Charles Kane, Senior Vice President & CFO, commented, "We have
made measurable improvement in almost every aspect of our
financial performance, both sequentially and on a year-over-year
basis. Our reduction in operating expenses and a more favorable
revenue mix drove an improvement in operating margins this
quarter."

Total revenues for the six months ended December 31, 2003 were
$157.4 million, with software license revenues growing by
approximately ten percent year-over-year to $72.8 million and
services revenue totaling $84.6 million. On a GAAP basis, the
company reported net income of $4.9 million, or $0.10 per diluted
share compared to a net loss of $149.9 million or $3.93 per
diluted share for the same period last year. Fiscal 2004 GAAP
earnings include a one-time gain of $6.5 million relating to the
retirement of the Series B preferred stock. On a pro forma (non-
GAAP) basis, excluding this one-time gain as well as the preferred
stock dividend and discount accretion, the company reported net
income of $4.4 million, or $0.06 per diluted share compared to a
pro forma (non-GAAP) loss of $10.1 million or $0.26 per diluted
share in the prior year.

Aspen Technology, Inc. (S&P, B Corporate Credit and CCC+
Subordinated Debt Ratings, Stable Outlook) provides industry-
leading software and implementation services that enable process
companies to increase efficiency and profitability. AspenTech's
engineering product line is used to design and improve plants and
processes, maximizing returns throughout an asset's operating
life. Its manufacturing/supply chain product line allows companies
to increase margins in their plants and supply chains, by managing
customer demand, optimizing production, and streamlining the
delivery of finished products. These two offerings are combined to
create solutions for enterprise operations management (EOM),
integrated enterprise-wide systems that provide process
manufacturers with the capability to dramatically improve their
operating performance. Over 1,500 leading companies already rely
on AspenTech's software, including Aventis, Bayer, BASF, BP,
ChevronTexaco, Dow Chemical, DuPont, ExxonMobil, Fluor, Foster
Wheeler, GlaxoSmithKline, Shell, and Total. For more information,
visit http://www.aspentech.com/  


ATA HOLDINGS: Will Publish Fourth-Quarter 2003 Results on Feb. 2
----------------------------------------------------------------
ATA Holdings Corp. (Nasdaq: ATAH), parent company of ATA Airlines,
Inc., will release fourth quarter 2003 financial results on
February 2.  The public is invited to listen to a live webcast of
the Company's earnings conference call, which is scheduled to
begin at 10 a.m. Eastern Time.  To access the webcast, click onto
http://www.ata.com/about_ata/inv_rel.html/ The conference call
will be archived on ata.com for future listening.

The Company also announced that its fourth quarter earnings will
include the effect of a $5.3 million (pre-tax) impairment charge.  
The charge relates to a write down in ATA's investment in BATA
Leasing, LLC., a 50/50 joint venture set up to remarket Boeing
727-200's.  The charge will adjust the book value of certain
aircraft in BATA to their salvage value.

Now celebrating its 30th year of operation, ATA (S&P, CCC
Corporate Credit Rating, Developing) is the nation's 10th largest
passenger carrier based on revenue passenger miles. ATA operates
significant scheduled service from Chicago-Midway, Hawaii,
Indianapolis, New York and San Francisco to more than 40 business
and vacation destinations. To learn more about the company, visit
the Web site at http://www.ata.com/


AURORA FOODS: Committee Brings-In Houlihan as Financial Advisor
---------------------------------------------------------------
Shortly after its formation on December 18, 2003, the Official
Committee of Unsecured Creditors in the Chapter 11 cases of Aurora
Foods, Inc., and its debtor-affiliates voted to retain Houlihan
Lokey Howard & Zukin Capital to perform financial advisory and
investment banking services necessary and desirable to the
conduct of the Debtors' Chapter 11 cases.

Houlihan Lokey is an investment-banking firm, which maintains an
office at 685 Third Avenue, New York, 10017.  Committee
Chairperson, Kenneth Liang of OCM Opportunities Fund III, LP,
tells the Court that the Committee selected Houlihan Lokey
because the firm's professionals have extensive experience in
providing investment-banking services in reorganization
proceedings.  The firm has an excellent reputation for services
they have rendered on behalf of debtors, creditors and equity
holders, in large and complex Chapter 11 cases and out-of-court
restructurings.

As financial advisor, Houlihan Lokey will:

   (a) evaluate the Debtors' assets;

   (b) analyze and review the Debtors' financial and operating    
       statements;

   (c) analyze the Debtors' business plans and forecasts;

   (d) evaluate all aspects of the Debtors' near term liquidity,
       including financing alternatives;

   (e) provide the specific valuation or other financial analyses
       as the Committee may require in connection with the
       financial restructuring;

   (f) represent the Committee in negotiations with the Debtors
       and third parties;

   (g) assess the financial issues and options concerning any
       proposed Transactions;

   (h) analyze and explain any Transaction to the Committee;  
       and

   (i) render other financial advisory and related services as
       may be requested by the Committee or its counsel.

Houlihan Lokey will be compensated according to this fee
structure:

   (1) A $150,000 monthly fee, in cash;

   (2) A Transaction Fee in the event a transaction endorsed by
       the Committee is consummated.  The term "Transaction"
       includes, but is not limited to:

          (i) any merger, consolidation, reorganization,
              recapitalization, business combination or other
              transaction pursuant to which Aurora is acquired
              by, or combined with, another entity or purchaser;

         (ii) the acquisition by a purchaser of any material
              portion of the Debtors' assets or operations or a
              major economic interest;

        (iii) any other sale, transfer or assumption of all or
              substantially all of the Debtors' assets,
              liabilities or stock;

         (iv) obtaining the requisite consents or acceptances
              from the holders of the Debtors' 8.75% Senior
              Subordinated Notes due 2008 and 9.875% Senior
              Subordinated Notes due 2007, to a restructuring
              or recapitalization either out-of-court or pursuant
              to a "pre-packaged" or "pre-arranged" Chapter 11
              reorganization plan, through a tender offer,
              exchange offer, consent solicitation, lock-up
              letters or other process, which, in each case, the
              restructuring or recapitalization is subsequently
              consummated;

          (v) the confirmation and substantial consummation of
              any other plan of reorganization or liquidation
              endorsed by the Committee; or

         (vi) the reinstatement or material credit enhancement of
              the Notes in conjunction with any other transaction
              involving the Debtors.

       The Transaction Fee will be equal to 2-1/2% of the
       aggregate recovery by holders of the Notes, as measured by
       the gross consideration received in any Transaction, in
       excess of 50% of principal amount of the Notes.  The
       Transaction Fee will be reduced by 100% of the Monthly
       Fees paid after the third month of Houlihan Lokey 's
       engagement under the Engagement Letter; and

   (3) Houlihan Lokey will be entitled to reimbursement of all of
       its out-of-pocket expenses reasonably incurred.

Mr. Liang discloses that, on July 1, 2003, an Ad Hoc Committee of
certain holders of the Debtors' Senior Notes retained Houlihan
Lokey to represent it in the investigation of the financial
condition of the Debtors and consideration of available options.  
Houlihan Lokey continued to provide services to the Ad Hoc
Committee during the period from the Petition Date through the
Committee Formation Date.  All of the members of the Ad Hoc
Committee were subsequently appointed to the Creditors Committee.

In connection with the prepetition engagement, Houlihan Lokey
received a $150,000 retainer from the Debtors to secure payment
for its services.  Pursuant to an engagement letter, Houlihan
Lokey invoiced $1,050,000, including the $150,000 retainer, for
fees through the period ending December 31, 2003, and $13,898 in
expense incurred and processed to date.  As of the Petition Date,
Houlihan Lokey received $1,063,898 for fees and expenses
invoiced.

Mr. Liang believes that the Fee Structure is fair and reasonable
and should be approved under Section 328(a) of the Bankruptcy
Code.  The Fee Structure reflects the nature of the services to
be provided by the firm and is one typically utilized by leading
financial advisors when billing on a non-hourly basis.  The Fee
Structure creates a proper balance between fixed, monthly fees
and contingency fees, Mr. Liang says.

Houlihan Lokey's Managing Director, David R. Hilty, attests that
the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, and does not hold or represent
any interest adverse to the Debtors' estates.

Accordingly, the Committee sought and obtained the Court's
permission to retain Houlihan Lokey, nunc pro tunc to
December 18, 2003.

Judge Walrath rules that:

   (a) the Debtors have no obligation to indemnify Houlihan Lokey
       for any claim or expense that is either:

       (1) judicially determined, as the determination have
           become final, to have arisen from Houlihan Lokey's
           gross negligence, willful misconduct or fraud; or

       (2) settled prior to the judicial determination as to
           Houlihan Lokey's gross negligence, misconduct or
           fraud, but determined by the Court, after notice
           and a hearing, to be a claim or expense for which
           Houlihan Lokey should not receive indemnity,
           contribution or reimbursement under the terms of
           the Engagement Letter; and

   (b) if, before the earlier of (i) the entry of an order
       confirming the Debtors' Chapter 11 Plan, which have become
       a final order no longer subject to appeal, and (ii) the
       entry of an order closing the Debtors' Chapter 11 cases,
       Houlihan Lokey believes that it is entitled to the payment
       of any amounts by the Debtors on account of the Debtors'
       indemnification, contribution and reimbursement
       obligations under the Engagement Letter and certain of its
       attachments, including without limitation to the
       advancement of defense costs, Houlihan Lokey must file an
       application with the Court, and the Debtors may not pay
       any of the amounts to Houlihan Lokey before the entry of
       a Court order approving the payment.  This provision is
       intended only to specify the period of time under which
       the Court will have jurisdiction over any request for
       fees and expenses by Houlihan Lokey for indemnification,
       contribution or reimbursement and not a provision
       limiting the duration of the Debtors' obligation to
       indemnify Houlihan Lokey.

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)   


AURORA FOODS: Will Integrate Pinnacle & Aurora Foods' Operations
----------------------------------------------------------------
Aurora Foods Inc. (OTC Bulletin Board: AURF), a producer and
marketer of leading food brands, announced integration plans for
the combined operations of Aurora and Pinnacle Foods Holding
Corporation following its pending reorganization under Chapter 11
of the U.S. Bankruptcy Code and its previously announced merger
with Pinnacle Foods.

In furtherance of its plan to achieve cost savings and management
and operating efficiencies, the new management team, led by
Pinnacle Foods' Chief Executive Officer, C. Dean Metropolous,
intends to consolidate the combined company's corporate functions
at Pinnacle Foods' headquarters in Mountain Lakes, N.J. and Cherry
Hill, N.J., closing the Aurora facilities in St. Louis, Mo.
Aurora's plant operations in Erie, Pa., Jackson, Tenn., Matoon,
Ill., and St. Elmo, Ill. are intended to remain in operation after
the merger, with employment levels substantially unchanged from
today's levels.

As part of the consolidation, most of Aurora's St. Louis employees
will be terminated. Terminated employees will receive severance
payments based upon contractual obligations or length of service.

As previously announced, the Delaware Bankruptcy Court has
scheduled a confirmation hearing on Aurora's Reorganization Plan
on February 17, 2004. Aurora's Reorganization Plan and its merger
with Pinnacle Foods remain subject to a number of conditions,
including receipt of financing and bankruptcy court approvals. No
assurance can be given that the conditions to closing the
transaction will be satisfied, or that the transaction ultimately
will be consummated.

Aurora will continue to operate in the ordinary course and expects
to conduct its business without interruption during the
reorganization process.

Aurora Foods Inc., based in St. Louis, Missouri, is a producer and
marketer of 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. More
information about Aurora may be found on the Company's Web site at
http://www.aurorafoods.com/


AVALON GLENDALE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Avalon Glendale, LLC
        6740 North 44th Avenue
        Glendale, Arizona 85301

Bankruptcy Case No.: 04-00704

Type of Business: The Debtor specializes in providing furnished
                  Home apartments for rentals.

Chapter 11 Petition Date: January 15, 2004

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: James F. Kahn, Esq.
                  James F. Kahn, P.C.
                  301 East Bethany Home Road, #C-195
                  Phoenix, AZ 85012
                  Tel: 602-266-1717
                  Fax: 602-266-2484

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


BABES ENTERTAINMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Babes Entertainment Inc.
        2011 North Scottsdale Road
        Scottsdale, Arizona 85257

Bankruptcy Case No.: 04-00726

Chapter 11 Petition Date: January 15, 2004

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Franklin D. Dodge, Esq.
                  Ryan Rapp & Underwood, P.L.C.
                  3101 North Central Avenue, #1500
                  Phoenix, AZ 85012
                  Tel: 602-280-1000
                  Fax: 602-728-0422

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

Estimated Debts:  $1 Million to $10 Million


BOMBARDIER CAPITAL: S&P Hatchets Ser. 1999-A Class B-2 Rating to D
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
subordinate B-2 class of Bombardier Capital Mortgage
Securitization Corp.'s pass-through certificates series 1999-A to
'D' from 'CCC-'.

The lowered rating reflects the nonpayment of full and timely
interest, as well as the increased likelihood that investors in
the class B-2 notes will not receive ultimate repayment of their
original principal investments. Bombardier 1999-A reported
outstanding liquidation loss interest shortfalls for the B-2 class
on the October 2003 payment date. Standard & Poor's believes that
interest shortfalls for this transaction will continue to be
prevalent in the future given the adverse performance trends
displayed by the underlying pool of manufactured housing
installment sales contracts and mortgage loans originated by
Bombardier Capital Inc. and the location of the B-2 write-down
interest at the bottom of the transaction payment priorities
(after distributions of senior principal).

High losses have reduced the overcollateralization, and two
letters of credit subsequently entered into by the trust with
Societe Generale, to zero, resulting in the partial principal
write-down of the B-2 class.

Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction in anticipation of future
defaults.


BOUTIT, INC.: Rap Artist Master P Goes Bust
-------------------------------------------
"Apparently the founder of No Limit Records, Master P (aka Percy
Miller)," PopFeed.com reports, "does in fact have a limit--a
financial limit."  PopFeed has learned that Miller's company,
Boutit, Inc., quietly filed for bankruptcy a little over a month
ago on December 17, 2003, in Los Angeles.  PopFeed says its
suspicions were raised when Koch Distribution, announced last week
that they had signed Mr. Miller and his label New No Limit to a
distribution deal (Universal was Mr. Miller's former distributor).  

Headed by Austrian native Michael Koch, the privileged son of
Franz Koch, the company's Long Island, New York-based independent
distribution company has given many financially strapped rappers a
final chance when no one else would touch them, PopFeed relates.  

Incredibly, Forbes and Fortune magazines estimated Mr. Miller's
wealth at more than $300 million in recent years.  

Boutit, Inc., filed for chapter 11 on Dec. 17, 2003 (Bankr. C.D.
Calif. Case No. 03-41618).  Paul M. Brendt, Esq., at Steinberg
Nutter and Brendt represents the company.  


BOYD GAMING: Fitch Says Harrah Asset Purchase Won't Affect Ratings
------------------------------------------------------------------
Pursuant to the recent announcement that the company has entered
into an agreement to purchase Harrah's Shreveport riverboat for
$190 million, or 4.3x the property's 2003E EBITDA of $44 million,
Boyd Gaming ratings remain unchanged. The relatively low multiple
(6.5x is on par with recent riverboat transactions) reflects
Harrah's efforts to sell the property prior to its previously
announced acquisition of Horseshoe Gaming. (The sale of Harrah's
Shreveport alleviates potential antitrust concerns and Harrah's
secular concerns of overexposure to that market). However, the
sale price also appropriately discounts for the fact that (1)
Shreveport is notoriously difficult market with declining same
store EBITDA; and (2) the loss of Harrah's brand and Total Rewards
database could weigh heavily on future results. Nonetheless, even
assuming a relatively aggressive 25% haircut to pro forma 2004E
EBITDA, the purchase is still relatively low at 5.7x.

On the credit front, the impact of the acquisition is minimal and
can be adequately absorbed within the existing rating category.
Assuming pro forma 2004E property EBITDA of $33 million, leverage
would remain essentially flat at 4.4x with estimated FYE 2003
leverage. The current rating incorporates Fitch's assumption that
free cash flow would be directed to future acquisitions, capital
investments, share repurchases or dividend payments as opposed to
further deleveraging. Nonetheless, additional capital programs
that are not leverage-neutral would likely prompt review of the
ratings.

From a strategic perspective, the acquisition is viewed as
neutral. Economic improvement to the hard hit Dallas/Fort Worth
feeder market could provide upside to projected results. In
addition, Fitch takes comfort in Boyd's strong track record of
making prudent, successful acquisitions. Boyd bought Par-A-Dice at
5.0x EBITDA in 1996, and in ensuing years purchased Treasure
Chest, Blue Chip and Delta Downs properties for roughly 4.2x
EBITDA. Concerns surrounding the transaction primarily reflect the
competitive nature of the Shreveport market which has experienced
declining same store sales (2003 market revenues declined 1.1%).
In addition, as BYD's third property in Louisiana, the transaction
significantly increases the company's EBITDA exposure to the
state. Finally, further investment in the property may be required
for it to remain competitive in the long term.

Boyd intends to initially finance the transaction with borrowings
under its $400 million revolver. With an estimated $175 million in
current availability under the revolver, Boyd is likely to
exercise the $100 million 'green shoe' option under the term loan,
and utilize the funds to free up the revolver. Thereafter, Fitch
believes BYD will access the capital markets to term out a portion
the bank debt added by the transaction. The transaction is
expected to close sometime in 2Q04.

Fitch currently rates senior secured debt 'BB+', senior unsecured
'BB-', and subordinated debt 'B+'. Ratings reflect BYD's
geographically diverse asset base, solid operating performance,
free cash flow generation, and focused balance sheet management.
While the Borgata is a non-recourse entity, Boyd's 50% stake in
the property further enhances the company's risk profile by
providing asset support, and the potential for future dividend
payments. Concerns include limited same store growth potential due
to competitive market conditions in a number of markets and
significant vulnerability to gaming tax increases. The Outlook is
Stable.


BRANDPARTNERS: Completes Major Debt Restructuring Transaction
-------------------------------------------------------------
BrandPartners Group, Inc. (OTCBB: BPTR) completed a major
restructuring of its liabilities, resulting in significant
improvements to its cash flow, expenses and financial results.

The Company negotiated a reduction of more than $15.0 million in
debt and future obligations with its creditors, which has
contributed to an expected increase of cash flow in excess of $4.5
million and reduction of annual expenses by more than $2.6
million. An additional $2 million of liabilities will be
eliminated by July, 2004.

In conjunction with the restructuring, the Company raised $3
million via a private placement through the issuance of 11,833,333
restricted shares of common stock to accredited investors, which
will require a registration statement. The pricing for the
transaction was determined on October 15, 2003. The closing price
for the Company's common stock that day was $0.40. The financing
enabled the Company to fully pay down its $8 million term loan,
extend its $6 million senior credit facility until December 31,
2004, and renegotiate a substantial interest rate reduction on its
subordinated debt.

"These initiatives represent a major milestone," said James F.
Brooks, BrandPartners Group's Chief Executive Officer. "Our
underlying business has been building strength the past six months
as bank M&A and branch expansion and renovation activity remain
robust. An increasing number of financial institutions are seeking
the services of our Willey Brothers subsidiary to create effective
and unique marketing-oriented environments in their highly
competitive markets. Now, with the combination of new investment
capital and substantially improved balance sheet, the Company has
removed a major impediment to increasing its business with many of
the largest financial institutions in America."

BrandPartners Group, Inc operates through Willey Brothers, Inc. --
http://www.willeybrothers.com/-- a wholly owned subsidiary,  
providing branch positioning and consulting, merchandising, branch
planning and design, and creative services for financial services
companies.

                         *     *     *

                Liquidity and Capital Resources

In a Form 10-Q filed with the Securities and Exchange Commission,
the BrandPartners reported:

"As of September 30, 2003, the Company had negative working
capital (current assets less current liabilities) of $11,705,000,  
stockholders' equity of $1,735,000 and a working capital ratio
(current assets to current liabilities) of approximately .42:1.  
At December 31, 2002, the Company had negative working capital of
$5,448,000, stockholders' equity of $8,644,000 and a working
capital ratio of approximately .79:1. The balances of the Term
Loan and Revolving Credit Facility of approximately $1,389,000 and
$4,441,000, respectively, as of September 30, 2003, are currently  
due to be repaid on December 1, 2003. Willey Brothers and its
lender are in the process of  negotiating  an extension of the
Facility on terms and conditions acceptable to the parties, but no
assurances can be given that Willey Brothers will be successful in
concluding such an extension at all or on terms favorable to
Willey Brothers.  In addition, the $2.0 Million Notes with accrued
interest of approximately $690,000  are due to be repaid on  
November  30,  2003.  The Company is actively seeking financing to
repay the $2.0  Million Notes. The terms of the Company's debt  
instruments, including the consequences of any failure to pay such
debt at maturity.  In August 2003 Willey Brothers received  a
federal tax refund in the amount of  approximately $1.2 million
arising from the carryback of Willey Brothers' 2002 income tax
loss.  The proceeds of the refund were used for working  capital  
purposes.  On November 7, 2003, the Company executed two
promissory notes for the aggregate amount of $350,000.  The notes
are at a rate of 5% interest and are due December 9, 2003.  The  
proceeds from the notes are being used for working capital.

"As of September 30, 2003 and December 31, 2002 the Company had
unrestricted cash and cash equivalents of $551,000 and $2,813,000,
respectively.

                         Liquidity Issues

"As discussed above, the outstanding balances under the Willey
Brothers' Facility, consisting of $909,000 under the Term Loan and  
$4,685,000 under the Revolving Credit Facility at November 7,
2003, and outstanding amendment fees of $580,000, are due and
payable on December 1, 2003. Although Willey Brothers and its  
commercial lender are in the process of negotiating an extension
of the Facility on terms and conditions acceptable to the parties,
no assurances can be given that Willey Brothers will be successful
in concluding such an extension at all or on terms favorable to
Willey Brothers.  If for any reason Willey Brothers is unable to
extend or refinance the Facility upon  maturity, and the amount
outstanding under the Facility becomes due and payable, the lender
has the right to proceed against the collateral granted to it to
secure the indebtedness under the Facility, including
substantially all of the assets of Willey Brothers and the
Company's ownership interest in Willey Brothers.  Should that
foreclosure occur the Company would have no further  operations.  
In addition, in the event that Willey Brothers is unable to pay
the amount due under the  Facility upon maturity,  such a default
would trigger a default under and acceleration of the Willey  
Subordinated Note Payable, and would trigger the right of the
holder of the Put Warrant to put such Put Warrant to Willey
Brothers.

"Our ability to satisfy our working capital requirements depends
on, among other things,  whether we are able to extend or
refinance our short-term debt at all or on terms favorable to the
Company, as discussed above, and whether we are successful in
generating  revenues and income from Willey Brothers.  The Company
is also actively  seeking  additional  capital through debt or
equity  financing arrangements  to permit  payment  of the  
Company's  obligations  under the $2.0 Million  Notes,  which are
due on November  30, 2003,  to support the  Company's operations,  
and to allow the  execution  of the  Company's  business  plan. In  
response  to our current financial condition and current market
conditions,  and as a part of our ongoing corporate strategy, we
are pursuing several  initiatives  intended to increase liquidity
and better position the Company in the marketplace.  These
initiatives include vigorously pursuing new sales and customers,
continually reviewing costs and expenses and aggressively
collecting accounts receivable."


BUDGET GROUP: Court Grants Jan. 30 Extension to Decide on Leases
----------------------------------------------------------------
The Budget Group Debtors sought and obtained the Court permission,
pursuant to Section 365(d)(4) of the Bankruptcy Code, to extend
the period to assume or reject all of the remaining non-
residential real property leases to January 30, 2004.

The extension of time, the Debtors asserted, will allow them to
verify that they identified and evaluated any other unexpired
leases and determine if, in fact, each lease were properly assumed
and assigned or rejected.  

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: Looks to Silverman for Financial Advice
----------------------------------------------------------
Builders Plumbing & Heating Supply Co., and its debtor-affiliates
want to engage Silverman Consulting as Financial Advisors.  

The Debtors tells the Northern District of Illinois, Eastern
Division that they desire to employ Silverman as its financial
advisors because of its extensive experience in matters of this
character.  Michael Silverman, Craig Graff and Brian Metzger will
be principally involved in this matter.

Silverman is expected to:

     a) render general accounting and financial advice;

     b) assist with the development of cash flow projections,
        financial projections and business plans in connection
        with the Debtors' restructuring and reorganizational
        efforts, including the submission of a plan and
        disclosure statement;

     c) negotiate with creditors, assisting the Debtor in
        valuing its assets and assisting in the sale of assets,
        if necessary;

     d) other accounting and financial advisory services as may
        be requested and required under the circumstances to
        comply with reporting requirements of the Debtors'
        secured lender; and

     e) assist the Debtor and its counsel with the
        administration of the estate and restructuring of the
        business.

Silverman's professional hourly rates are:

          Mr. Silverman           $500 per hour
          Mr. Graff               $350 per hour
          Mr. Metzger             $285 per hour
          Mr. Kaney               $230 per hour
          Mr. Henricksen          $210 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


CENTRAL WAYNE: Seeks Okay to Sign-Up Piper Rudnick as Attorneys
---------------------------------------------------------------
Central Wayne Energy Recovery Limited Partnership seeks approval
from the U.S. Bankruptcy Court for the District of Maryland in its
application to employ Piper Rudnick LLP as Attorneys.

The Debtor tells the Court that it require the assistance of
counsel to pursue an orderly liquidation and wind down and to
perform its duties as debtor and debtor-in-possession.  The Debtor
also needs counsel to comply with its duties under state and
federal laws.  Among other things, the Debtor expects Piper
Rudnick to:

     a. provide the Debtor legal advice with respect to its
        powers and duties as a debtor-in-possession and in the
        orderly wind down of its business, management of its
        property, and liquidation of its assets;

     b. represent the Debtor in defense of any proceedings
        instituted to reclaim property or to obtain relief from
        the automatic stay under Section 362(a) of the
        Bankruptcy Code;

     c. prepare any necessary applications, answers, orders,
        reports and other legal papers and appearing on the
        Debtor's behalf in proceedings instituted by or against
        the Debtor;

     d. assist the Debtor in the preparation of schedules,
        statements of financial affairs and any amendments
        thereto which the Debtor may be required to file in this
        case;

     e. assist the Debtor in the preparation of a plan of
        liquidation and a disclosure statement;

     f. assist the Debtor with all legal matters, including all
        corporate, tax, employee relations, general litigation
        and bankruptcy legal work; and

     g. perform all of the legal services for the Debtor which
        may be necessary or desirable.

The hourly rates of paralegals and attorneys that will be
primarily responsible for Piper Rudnick's representation are:

     Richard M. Kremen          Partner    $450 per hour
     C. Kevin Kobbe             Partner    $405 per hour
     Maria Ellena Chavez-Ruark  Associate  $310 per hour
     William L. Countryman, Jr. Paralegal  $115 per hour

Headquartered in Baltimore, Maryland, Central Wayne Energy
Recovery LP owns a waste-to-energy system facility that converts
the heat energy generated by incinerating waste to electricity, is
a proven, environmentally sound technology that is helping to
ensure the preservation of land and other natural resources. The
Company filed for chapter 11 protection on December 29, 2003
(Bankr. Md. Case No. 03-82780).  Maria Chavez Ruark, Esq., at
Piper Rudnick LLP represents the Debtor in its restructuring
efforts.  When the Company filed for chapter 11 protection, it
listed estimated assets of over $10 million and debts of over $100
million.


CHECKMATE STAFFING: Has Until Wednesday to File Schedules
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, gave Checkmate Staffing, Inc., and its debtor-
affiliates an extension to file their schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).  The Debtors have until January 28, 2004 to file
these financial disclosure documents.

Headquartered in Orange, California, Checkmate Staffing Inc., --
http://www.checkmatestaffing.com-- is a provider of staffing  
services in the U.S. and abroad to clients such as Home Depot and
J. C. Penney.  The Company filed for chapter 11 protection on
December 29, 2003, (Bankr. C.D. Calif. Case No. 03-19318). Marc J.
Winthrop, Esq., at Winthrop Couchot represents the Debtors in
their restructuring efforts. When the Company filed for protection
from their creditors, they listed estimated debts and assets of
over $10 million each.


CKE RESTAURANTS: Selling All Carl's Jr. Restos in Arizona Area
--------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR), owner, operator, and franchisor
of the Carl's Jr.(R), Hardee's(R) and La Salsa Fresh Mexican
Grill(R) restaurant brands, announced the sale of all company-
operated Carl's Jr. restaurants in the Tucson, Arizona area.  

Phoenix-based Carl's Jr. franchisee, MJKL Enterprises, LLC (MJKL),
acquired the 15 restaurants for approximately $6 million.  The
transaction, which closed on January 12, 2004, included the
underlying real estate for six of the 15 restaurants sold.  The
sale of these restaurants is not expected to have a material
impact on future earnings for CKE at the Carl's Jr. operating unit
or on a consolidated basis.

Andrew F. Puzder, President and Chief Executive Officer of CKE
Restaurants, Inc., said, "The team at MJKL have done a tremendous
job of building mind- and market-share in Arizona through
excellence in operations and great guest service.  The sale of
company-operated Carl's Jr. restaurants in Tucson allows MJKL to
grow its business while giving us the opportunity to take the
Tucson market to the next level through a local operator and to
focus on our core markets.  We have every confidence that MJKL is
the right franchise group to operate the Tucson market based on
its impressive track record of improving operations and sales."

MJKL was formed in August 2000 in Phoenix, Arizona.  MJKL's first
two Carl's Jr. restaurants were purchased from CKE Restaurants in
late September 2001.  With two successful restaurants under its
belt, the management team at MJKL was able to purchase 10
additional Carl's Jr. restaurants in Arizona in 2002 from an
independent Carl's Jr. franchisee.  By the end of 2003, MJKL
owned and operated 23 Carl's Jr. restaurants -- making it the
largest Carl's Jr. franchisee in Arizona.  With the acquisition of
the 15 Carl's Jr. restaurants in Tucson, MJKL owns and operates 38
Carl's Jr. restaurants.

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


CORNING INC: Fourth-Quarter 2003 Net Loss Tops $29 Million
----------------------------------------------------------
Corning Incorporated (NYSE: GLW) announced that its fourth-quarter
sales were $820 million, and it incurred a net loss of $29 million
or $0.02 per share. This net loss includes previously announced
after-tax charges totaling $81 million or $0.06 per share.

"We are pleased that our fourth-quarter results met our
expectations and that our sales increased for the fourth
consecutive time this past year," James R. Houghton, chairman and
chief executive officer, said. "More importantly, our goal at the
beginning of the year was to restore profitability and, excluding
special items, we have accomplished what we set out to do," he
said.

                    Fourth-Quarter Charges

Corning said its fourth-quarter results include pretax charges of
$46 million (after-tax charges of $81 million or $0.06 per share).
These include:

-- Restructuring, impairment and other charges of $21 million ($2
   million after-tax credit), primarily related to the
   consolidation of Corning's high purity fused silica and
   fluoride crystal materials manufacturing facilities.

-- A $25 million charge ($17 million after tax) to reflect the
   increase in the market value of Corning common stock to be
   contributed to settle the asbestos litigation related to
   Pittsburgh Corning Corporation.

-- Corning's equity earnings included an after-tax charge of $66
   million for Corning's share of an asset impairment charge
   recorded by Samsung Corning Co., Ltd., a 50 percent-owned
   equity venture, which manufactures glass funnels and panels for
   conventional television.

                Fourth-Quarter Operating Results

Fourth-quarter sales of $820 million exceeded the company's
guidance range of $740 million to $765 million, and were $48
million higher than third-quarter sales.

Corning's Technologies segment sales for the quarter were $457
million, compared to sales of $396 million in the third quarter,
driven primarily by strength in the Display Technologies business.
Sequential sales of liquid crystal display glass grew 39 percent,
due to volume increases of more than 20 percent, favorable foreign
exchange rates and stable pricing.

Environmental Technologies sales were essentially flat with third-
quarter sales, but better than expected due to increased sales of
thin-wall automotive substrates and diesel products. Fourth-
quarter profitability for this business was impacted by weak
manufacturing performance and start-up costs for its new diesel
facility.

Corning's Telecommunications segment sales were $357 million for
the quarter, a decline from third-quarter sales of $370 million,
due to expected seasonal slowdowns of optical fiber volume in
North America and declines in Japan. Pricing of single-mode
optical fiber continued its moderating trend with only very slight
sequential declines in the quarter.

Corning's display and environmental businesses and
Telecommunications segment all continued to benefit from favorable
foreign exchange rates in the fourth quarter. Of the $48 million
sequential sales increase, approximately $20 million was due to
more favorable foreign exchange rates in the fourth quarter.

The company's equity earnings were $15 million and included the
$66 million impairment charge from Samsung Corning. Excluding this
charge, fourth-quarter equity earnings were $81 million, compared
to $75 million in the third quarter, due to stronger-than-expected
earnings at Samsung Corning Precision Glass Co., Ltd., an equity
venture which manufactures LCD glass in Korea. Corning's equity
earnings from Dow Corning Corporation were $18 million for the
quarter, compared to $22 million last quarter.

                        Full-Year Results

For the year, Corning recorded sales of $3.1 billion, a slight
decline from a year ago sales of $3.2 billion. The company's loss
from continuing operations for 2003 was $223 million, or $0.18 per
share, compared to a loss from continuing operations of $1.8
billion, or $1.85 per share, last year. Corning's 2003 full-year
results include net charges totaling $505 million ($351 million
after tax or $0.28 per share) including:

-- Restructuring, impairment and other charges of $111 million
   ($26 million after tax and minority interest).

-- The asbestos litigation charge for Pittsburgh Corning
   Corporation of $413 million ($263 million after tax).

-- A $66 million after-tax asset impairment charge in equity
   earnings from Samsung Corning and $8 million after-tax equity
   investment impairments, primarily from the exit of the
   photonics product line.

-- Net gains on repurchases of debt of $19 million ($12 million
   after tax).

                        Cash Flow Update

Corning ended the year with $1.3 billion in cash and short-term
investments, a slight decline from the previous quarter's balance
of $1.4 billion. The decline included debt repayments of
approximately $95 million, restructuring payments of $32 million
and an additional voluntary contribution of $60 million to the
company's pension fund. For the year, Corning paid off
approximately $1.4 billion in total debt and reduced its debt-to-
capital ratio to 33.8 percent, a substantial decline from a year
ago levels of 46.7 percent.

"This was a year of great progress for Corning," Houghton said.
"We improved our profitability by more than $500 million, before
special items, by reducing operating expenses more than 20 percent
and making substantial gains in our gross margins. We continued to
invest in research and development, which has Corning well-
positioned for growth this year," he said.

                            Outlook

The company said that it expects first-quarter sales to be in the
range of $770 million to $830 million, with earnings per share in
the range of $0.04 to $0.05, before special items. This estimate
is a non-GAAP financial measure, and is reconciled on our Investor
Relations Web site. Corning expects that foreign exchange rates
will remain stable for the first quarter.

Telecommunications segment sales are anticipated to decline
approximately 10 percent due to beginning-of-the-year normal
optical fiber pricing reductions, lower project and services sales
and the final exit from photonics. Sequential optical fiber volume
for the first quarter is expected to be stable.

The environmental business is expected to see quarterly sales
increases due to seasonal trends in the automotive and diesel
industries. The company's Life Sciences business also expects
first-quarter sales increases.

The company expects to continue to be sold out in LCD glass in the
first quarter, despite bringing on additional capacity. Sequential
LCD glass volume growth should be about 5 percent to 10 percent
with current capacity constraints. Pricing for the first quarter
should remain stable.

"We anticipate demand for flat-screen monitors to remain robust in
2004. LCD television is now in the early stages of acceptance and
continuing demand is expected to double market penetration this
year. We continue to invest in next generation large panel
manufacturing, and we will bring additional Generation 6
manufacturing capacity on line this quarter and Generation 7
production later in the year," James B. Flaws, vice chairman and
chief financial officer, said.

He said that the company's automotive and diesel emission products
are sold out in the first quarter. The business is ramping up
production in its new diesel facility and plans to have two
manufacturing lines operating by the end of the quarter. Flaws
also noted that the environmental manufacturing performance is
improving in the first quarter.

Flaws also noted that the company was encouraged with the
selection of Corning as a leading supplier to Verizon for their
fiber-to-the-premises initiative. "When Verizon begins to
implement its FTTP plan, we believe it will present a long-term
revenue opportunity for Corning," Flaws said.

"We are pleased with the improvements we have made in the
company's financial health over the past year. Our focus in 2004
remains on our three core priorities of protecting our financial
health, increasing profitability and investing in future growth
opportunities," he said.

The company will provide additional information about its 2004
financial performance at its annual investor meeting on Feb. 6,
2004 at the Pierre Hotel in New York City and simultaneously via
audio webcast. Investors can register for the event on line
through the Investor Relations Web site at www.corning.com.

Corning Incorporated (Fitch, BB Senior Unsecured Debt and B
Convertible Preferred Share Ratings, Stable Outlook) --
http://www.corning.com/-- is a diversified technology company  
that concentrates its efforts on high-impact growth opportunities.
Corning combines its expertise in specialty glass, ceramic
materials, polymers and the manipulation of the properties of
light, with strong process and manufacturing capabilities to
develop, engineer and commercialize significant innovative
products for the telecommunications, flat panel display,
environmental, semiconductor, and life sciences industries.


COTT CORP: Will Publish Q4 and Year-End Results on Thursday
-----------------------------------------------------------
Cott Corporation (NYSE: COT; TSX: BCB) will release its fourth
quarter and year-end financial results before the markets open on
Thursday, January 29, 2004. Frank E. Weise, Cott's chairman and
chief executive officer, John K. Sheppard, president and chief
operating officer and Raymond P. Silcock, executive vice president
and chief financial officer, will host a conference call at
approximately 12:00 noon ET on January 29th to discuss these
results.

For those who wish to listen to the presentation, there is a
listen-only dial-in telephone line, which can be accessed as
follows:

           North America:   800-814-4860
           International:   416-640-1907

    Webcast

To access the conference call over the Internet, investors,
analysts and the public in general are invited to visit Cott's
website at http://www.cott.com/at least fifteen minutes early to  
register, download, and install any necessary audio/video
software. For those who are unable to access the live broadcast, a
replay will be available at Cott's website following the
Conference Call through 12:00 noon ET on Thursday Feb. 5, 2004.

Cott Corporation (S&P, BB Long-Term Corporate Credit and BB+
Senior Secured Debt Ratings) is the world's largest retailer brand
soft drink supplier, with the leading take home carbonated soft
drink market shares in this segment in its core markets of the
United States, Canada and the United Kingdom.


DENNY'S CORP: Oaktree Capital Discloses 12% Equity Stake
--------------------------------------------------------
Oaktree Capital Management, LLC, is the beneficial owner, (with
sole voting and dispositive powers), of 4,896,900 shares of the
common stock of Denny's Corporation.  This amount represents 12.0%
of the outstanding common stock of Denny's.

Oaktree Capital Management, LLC, a California limited liability
company, is the general partner of OCM Opportunities Fund II,
L.P., a Delaware limited partnership, and (ii) the investment
manager of a third party managed account. The Partnership is the
direct  beneficial owner of 4,798,955 shares of Denny's common
stock and the Oaktree Account is the direct beneficial owner of
97,945 shares of Denny's common stock.  

All securities are directly held either by the Partnership or the
Oaktree Account.  The Partnership holds, and has the right to
receive dividends and the proceeds from the sale of, more than 5%
of the outstanding shares of the Denny's common stock.  The
Oaktree Account does not beneficially own more than 5% of the
outstanding shares of Denny's common stock.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on family dining restaurant operator Denny's Corp. The
corporate credit rating was lowered to 'CCC+' from 'B-'. At the
same time, all ratings were removed from CreditWatch, where they
were placed July 31, 2003. The outlook is negative.

The rating actions are based on Denny's deteriorating operating
performance and cash flow protection measures, as well as Standard
& Poor's heightened concern that continued poor performance will
constrain the company's liquidity.


DII INDUSTRIES: Obtains Final Nod to Hire Trumbull as Claims Agent
------------------------------------------------------------------
The DII Industries, and Kellogg, Brown & Root Debtors sought and
obtained the Court's authority to employ The Trumbull Group, on a
final basis, as their claims and noticing agent.

Trumbull is a data processing firm that specializes in noticing,
claims processing, and other administrative tasks in Chapter 11
cases.  The Debtors believed that Trumbull's assistance will
expedite service of Rule 2002 notices, streamline the claims
administration process, and permit them to focus on their
reorganization efforts.  The Debtors believed that Trumbull is
well qualified to provide these services, expertise,
consultation, and assistance.

As Claims and Noticing Agent, Trumbull will:

   (a) prepare and serve required notices, including:

       * a notice of the commencement of the Reorganization
         Cases and the initial meeting of creditors under Section
         341(a) of the Bankruptcy Code;

       * a notice of the claims bar date, if any;

       * notices of objections to Claims;

       * notices of any hearings on the Disclosure Statement and
         Confirmation of the Plan, as each may be amended; and

       * other miscellaneous notices as the Debtors or Court may
         deem necessary or appropriate for an orderly
         administration of these Reorganization Cases;

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

       * a copy of the notice served;

       * an alphabetical list of persons on whom the notice was
         served, along with their address; and

       * the date and manner of service;

   (c) continue to provide necessary services in connection with
       prepetition balloting activities;

   (d) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

   (e) serve pleadings as required by the Debtors;

   (f) maintain official claims registers in these cases by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes these information for each
       Claim or Interest asserted:

       * the name and address of the Claimant or Interest holder
         and any agent, if the proof of claim or proof of
         interest was filed by an agent;

       * the date the proof of claim or proof of interest was
         received by Trumbull and the Court;

       * the claim number assigned to the proof of claim or proof
         of interest; and

       * the asserted amount and classification of the Claim;

   (g) provide these additional services relating to Claims
       processing:

       * Implement necessary security measures to ensure the
         completeness and integrity of the claims registers;

       * 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;

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

       * 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;

       * Record all transfers of Claims pursuant to Rule 3001(e)
         of the Federal Rules of Bankruptcy Procedure and provide
         notice of these transfers, if directed to do so by the
         Court;

       * Comply with applicable federal, state, municipal, and
         local statues, ordinances, rules, regulations, orders,
         and other requirements;

       * Provide temporary employees to process Claims, as
         necessary;

       * Promptly comply with further conditions and requirements
         as the Clerk's Office or the Court may at any time
         prescribe; and

       * Provide other Claims processing, noticing, and related
         administrative services as the Debtors may request from
         time to time.

Trumbull's fees and the expenses incurred in its performance of
the required services will be treated as an administrative
expense in the Debtors' estates and will be paid by the Debtors
in the ordinary course of business.  Trumbull will submit to the
Office of the United States Trustee, on a monthly basis, copies
of the invoices it submits to the Debtors for the services
rendered. (DII & KBR Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DOMAN IND.: CCAA Monitor KPMG Files Report Re Restructuring Pact
----------------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court its
report for the period from December 18, 2003 to January 21, 2004.

The report notes that significant progress has been made with
respect to a tentative restructuring agreement reached between the
Committee (representing unsecured noteholders) and Tricap, on the
terms related to an unsecured creditor compromise and refinancing
of the Company's Senior Secured Notes. It is expected that a draft
term sheet will be provided to the Company shortly.

The Monitor's report, a copy of which may be obtained by accessing
the Company's Web site - http://www.domans.com/- or the Monitor's  
Web site - http://www.kpmg.ca/doman/- also contains selected  
unaudited financial information prepared by the Company for the
period.


DONELLY'S HOME: Case Summary & 24 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Donnelly's Mobile Home, Inc.
             Route No. 26
             Whitney Point, New York 13862

Bankruptcy Case No.: 04-60342

Debtor affiliates filing separate chapter 11 petitions:

Entity                                       Case No.
------                                       --------
Donnelly's Communities Family Partnership    04-60363

Type of Business: Wholesalers & Manufacturers Of Mobile Homes.

Chapter 11 Petition Date: January 20, 2004

Court: Northern District of New York (Utica)

Debtors' Counsel: James C. Collins, Esq.
                  P.O. Box 713
                  Whitney Point, NY 13862-0713
                  Tel: 607-692-3344

                              Estimated Assets  Estimated Debts
                              ----------------  ---------------
Donnelly's Mobile Home, Inc.  $1MM to $10MM     $1MM to $10MM
Donnelly's Communities        $1MM to $10MM     $500,000 to $1MM
Family Partnership

A. Donnelly's Mobile Home's 20 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
J&S Mobile Home Service                      $52,126

Levene Gouldin & Thompson, LLP               $23,190

Haylor, Freyer & Coon, Inc.                  $18,486

Agway                                        $13,233

Alliance Bank                                $12,719

Wayne Piotti                                 $11,862

Paychex                                       $8,552

Wayne Piotti                                  $8,310

XYZ Community Service                         $7,308

Wayne Piotti                                  $5,040

Capital One FSB                               $3,996

Agway                                         $3,202

The State Insurance Fund                      $3,028

Greenes Do It Center                          $2,712

Stylecrest                                    $2,326

Tallmadge Tire                                $2,200

The Shopper                                   $2,153

Time Sharmrock Weekly                         $2,139

Greenes Do It Center                          $2,096

1000 Island Ready Mix                         $1,935

B. Donnelly's Communities' 4 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
Levene, Gouldin                              $23,190

Haylor, Freyer & Coon, Inc.                  $18,486

Wayne H. Piotti                               $8,310

Hancock & Estabrook, LLP                      $5,045


EAST THOMAS LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: East Thomas LLC
        10315 Twilight Court
        Sun Lakes, Arizona 85248

Bankruptcy Case No.: 04-00098

Chapter 11 Petition Date: January 13, 2004

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: David R. Baker, Esq.
                  Lang & Baker, PLC
                  6902 East First Street, #100
                  Scottsdale, AZ 85251
                  Tel: 480-947-1911
                  Fax: 480-970-5034

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million


ELIZABETH ARDEN: Extends 11-3/4% Notes Tender Offer Until Thurs.
----------------------------------------------------------------
Elizabeth Arden, Inc. (NASDAQ: RDEN), a global prestige fragrance
and beauty products company, extended the expiration date of its
previously announced tender offer for all of its 11-3/4% Senior
Secured Notes due 2011.

The tender offer, previously set to expire at 12:00 midnight, New
York City time, on Thursday, January 22, 2004, will now expire at
12:00 midnight, New York City time, on Thursday, January 29, 2004,
unless further extended or earlier terminated. Holders who tender
by the expiration date will receive $1,180 per $1,000 principal
amount.

As announced on January 9, 2004, the Company received tenders from
holders representing over 85% of the outstanding principal amount
of its 11-3/4% Notes, which included the requisite consents to
eliminate substantially all of the restrictive covenants and
related events of default and to release all of the collateral
securing the 11-3/4% Notes as described in its Offer to Purchase
and Consent Solicitation Statement which was delivered to the
holders of the 11-3/4% Notes on December 24, 2003.

Following receipt of the consents, the Company executed a
supplemental indenture with HSBC Bank USA, as trustee under the
indenture governing the 11-3/4% Notes, that gives effect to the
elimination of the covenants and related events of default and
effectively releases all of the collateral securing the 11-3/4%
Notes. The Company redeemed all of the 11-3/4% Notes tendered by
January 12, 2004 on January 13, 2004, and the Supplemental
Indenture became effective on the redemption date.

Questions regarding the tender offer may be directed to Marcey
Becker, Senior Vice President, Finance of the Company at (203)
462-5809. Request for documents may be directed to D.F. King &
Co., Inc., the Information Agent, at (212) 269-5550 or (800) 859-
8508 (toll-free).

Elizabeth Arden (S&P, B- Senior Subordinated Debt and B+ Corporate
Credit Ratings, Stable Outlook) is a global prestige fragrance and
beauty products company. The Company's portfolio of leading brands
includes the fragrance brands Red Door, Red Door Revealed,
Elizabeth Arden green tea, 5th Avenue, ardenbeauty, Elizabeth
Taylor's White Diamonds, Passion, Forever Elizabeth and Gardenia,
White Shoulders, Geoffrey Beene's Grey Flannel, Halston, Halston
Z-14, Unbound, PS Fine Cologne for Men, Design and Wings; the
Elizabeth Arden skin care line, including Ceramide and Eight Hour
Cream; and the Elizabeth Arden cosmetics line.


EMAGIN CORP: Inks Securities Purchase Agreement with Investors
--------------------------------------------------------------
eMagin Corporation and several accredited institutional investors
entered into a Securities Purchase Agreement whereby the Investors
agreed to purchase an aggregate of approximately $4.2 million in
exchange for an aggregate of approximately 3.3 million shares of
common stock.

The purchased shares were priced at a 20% discount to the average
closing price of the stock from December 30, 2003, to
January 6, 2004, which ranged from $1.38 to $1.94 per share during
the period, for an average closing price of $1.26 per share. In
addition, the investors received warrants to purchase an aggregate
of 2.0 million shares of common stock (subject to anti-dilution
adjustments) exercisable at a price of $1.74 per share for a
period of five (5) years. The warrants were priced at a 10%
premium to the average closing price of the stock for the period.

eMagin also issued additional warrants to the Investors to acquire
2.3 million shares of common stock. 1.2 million of such warrants
are exercisable, within 6 months from the effective date of the
registration statement covering these securities, at a price of
$1.74 per share (a 10% premium to the average closing price of the
stock for the period), and 1.1 million of such warrants are
exercisable within 12 months from the effective date of the
registration statement covering these securities, at a price of
$1.90 per share (a 20% premium to the average closing price of the
stock for the period).

In connection with the completion of the transactions under the
Securities Purchase Agreement, eMagin and the investors also
entered into a Registration Rights Agreement dated as of
January 9, 2004, providing the Investors with certain registration
rights under the Securities Act of 1933, as amended, with respect
to the Company's common stock issued and the common stock issuable
upon exercise of the Warrants.

The issuance of the shares and the warrants was exempt from
registration requirements of the Securities Act of 1933 pursuant
to Section 4(2) of such Securities Act and Regulation D
promulgated thereunder based upon the representations of each of
the Investors that it was an "accredited investor" (as defined
under Rule 501 of Regulation D) and that it was purchasing such
securities without a present view toward a distribution of the
securities. In addition, there was no general advertisement
conducted in connection with the sale of the securities.

At June 30, 2003, eMagin's balance sheet shows a total
shareholders' equity deficit of about $6 million.


ENCOMPASS: Wants Court to Disallow Gary Norton's $1.26MM Claim
--------------------------------------------------------------
On December 20, 2002, Gary Norton filed Claim No. 885 for
$1,266,189.  Mr. Norton's Claim is premised on an employment
discrimination lawsuit styled Gary Norton v. Encompass Services
Corporation, currently pending before the United States District
Court for the Northern District of Texas, Dallas Division.  Mr.
Norton's Claim asserts damages resulting from alleged employment
discrimination, in addition to alleged retaliation and
intentional infliction of emotional distress by the Debtors.  The
Claim further asserts an unsecured priority claim for
contributions to an employee benefit plan.

The Debtors objected to Mr. Norton's Claim and argued that they
had no liability for the damages Mr. Norton allegedly suffered.  
The Debtors also objected to the Claim's alleged priority
characterization.  The Debtors asked the Court to disallow the
Claim.  The Debtors reserved the right to object on other grounds
at a later date if the Court did not disallow the Claim.

Mr. Norton denied certain of the Debtors' allegations and argued
that he is entitled to a trial by jury on the matters alleged in
his Lawsuit.

On June 9, 2003, the Debtors' Plan became effective.  The Debtors
emerged from Chapter 11 protection.  On that day, the automatic
stay was dissolved and was of no further force or effect.

Mr. Norton filed a request to withdraw reference to the
Bankruptcy Court.  Mr. Norton argued that the reference to the
Bankruptcy Court should be withdrawn so that his Claim could be
liquidated in the Texas Northern District Court where his lawsuit
was originally filed.

On August 7, 2003, before the Debtors could respond, the Court
issued a Report and Recommendation to the District Court for
Withdrawal of Reference.  The recommendation suggested that the
District Court for the Southern District of Texas should withdraw
the reference so that the Norton Claim could be liquidated in
such court.

The Debtors withdrew their objection to the asserted Claim
amount.  The Debtors, however, continue to contest the purported
priority of the Claim.

By withdrawing their objection to the Claim amount, the Debtors
eliminated the need to liquidate the Claim amount.  The Debtors
asserted that the Bankruptcy Court need only to allow the Claim
in the amount asked by Mr. Norton in his proof of claim.  
Nonetheless, Mr. Norton asked the Bankruptcy Court to transfer
his lawsuit to the Texas Northern District Court.

On August 18, 2003, the Debtors filed an amended notice,
partially withdrawing their objection to Mr. Norton's Claim.  The
Debtors clarified that the Partial Withdrawal was predicated on
the valid assumption that there was no insurance available to
satisfy Mr. Norton's Claim.

In response to Mr. Norton's request to transfer venue, the
Debtors disputed Mr. Norton's allegations that a transfer of his
Claim to the Northern District Court was in the interests of
justice and the convenience of the parties.  The Debtors also
indicated that if the reference to the Bankruptcy Court is
withdrawn, they were not vigorously opposed to liquidating the
Claim in the Texas Northern District Court rather than in the
Texas Southern District Court.

Consequently, the Texas Southern District Court granted Mr.
Norton's Motion to Withdraw Reference.  The Texas Southern
District Court also granted the Motion to Transfer Venue and
permitted the Norton Lawsuit to proceed before the Texas Northern
District Court.  The Texas Southern District Court approved the
Motion to Withdraw Reference on the ground that even though the
Debtors' Partial Withdrawal generally obviated the need to
liquidate Mr. Norton's Claim, it, nonetheless, believed that the
Claim would still need to be liquidated to the extent the "claim
exceeds the amount of any [insurance] coverage."

Contrary to this finding, however, the Debtors note that the
Partial Withdrawal would have resulted in the allowance of Mr.
Norton's Claim in the amount in which the claim was filed.  The
only issue would then concern whether there was insurance
coverage at all, not whether the claim would exceed the amount of
any insurance coverage.  Indeed, the fixing of the amount of Mr.
Norton's Claim in the amount of the proof of claim would preclude
any issue whatsoever as to the amount of the claim.

Since the Norton Lawsuit has been transferred to the Texas
Northern District Court and a trial on the merits and the amount
of the Norton Claim is to ensue between the parties, the Debtors
renew their objection to Mr. Norton's Claim.

The Debtors assert that Mr. Norton was not denied promotions
based on his age.  If he was denied promotions, the denial was
based on his lackluster work performance.  The Debtors further
deny any liability to Mr. Norton for all claims related to the
alleged age discrimination asserted in the Norton Lawsuit and the
Claim.  The Debtors also dispute the alleged priority
characterization of the Claim as stated in the Objection and the
Partial Withdrawal.

Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, explains that the renewed objection by the
Debtors is necessary given the anomaly of treating Mr. Norton's
Claim as an "Allowed Claim" under the terms of the Plan, while
concurrent litigation concerning the validity and amount of the
Claim proceeds in another federal court.

The Debtors will, in accordance with the Texas Southern District
Court's orders, liquidate Mr. Norton's Claim, if any, in the
Texas Northern District Court.  Once the Claim is liquidated in
the Texas Northern District Court, Mr. Norton will be required to
return to the Bankruptcy Court and receive a distribution, if
any, under the Plan.

Although the Debtors believe that they are not liable for any
alleged age discrimination or related claim allegedly suffered by
Mr. Norton, in the event the Texas Northern District Court
concludes that the Debtors are liable for damages in the Norton
Lawsuit, the Debtors ask Judge Greendyke to declare that the
Claim will be satisfied pursuant to the terms and provisions of
the confirmed Plan. (Encompass Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Seeks Go-Ahead to Enter into Deeds of Indemnity
-----------------------------------------------------------
On January 25, 2002, Enron LNG Shipping Company filed a petition
before the Grand Court of the Cayman Islands.  On that same date,
the Cayman Court appointed George Theodore Lanyon Bullmore and
Simon Lovell Clayton Wicker of KPMG in the Cayman Islands as
Enron LNG's Joint Provisional Liquidators.

On April 4, 2002, Enron India Holdings Ltd. filed a similar
petition before the Cayman Court.  On April 10, 2002, the Cayman
Court appointed Messrs. Bullmore and Wicker as Enron India's
Joint Provisional Liquidators.

On May 7, 2002, Enron Mauritius Company filed a petition before
the Supreme Court of Mauritius.  On May 10, 2002, the Mauritius
Court appointed Jayechund Jingree, Wilfrid Koon Kam King of KPMG
in Mauritius and Mr. Whicker as Enron Mauritius' Joint
Provisional Liquidators.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the Mauritius and Cayman Petitions were presented
and the JPLs were appointed to ensure a coordinated effort for
better realization of the business and affairs of Enron LNG,
Enron India and Enron Mauritius in accordance with the laws of
the applicable jurisdiction.

Ms. Gray explains that provisional liquidation, carried out by
JPLs, is the nearest equivalent in the Cayman Islands and
Mauritius to the U.K. administration procedure or Chapter 11 in
the United States.  These proceedings have been used previously
in the Cayman Islands on two occasions to effect a reorganization
and restructuring of a company while permitting its management to
retain its executive authority subject to the supervision of
joint provisional liquidators.  However, the proceeding in
respect of Enron Mauritius represents a legal landmark in
Mauritius, since a provisional liquidation proceeding has never
before been used to facilitate the reorganization of a Mauritius
company in parallel with a Chapter 11 filing.  The use of
provisional liquidation in Mauritius to run in parallel with
Chapter 11 and permitting the directors and management to retain
their executive authority subject to the supervision of the joint
provisional liquidators had not been done prior to Enron's case.

In accordance with the laws of the Cayman Islands, a Cayman joint
provisional liquidator has a right of indemnity and is entitled
to be paid out of the assets of the company that is in
provisional liquidation.  Therefore, a liquidator will check the
available assets of the company prior to accepting an
appointment.  In cases where there are likely to be insufficient
assets in the company to provide a valuable indemnity or to cover
liquidation costs, the liquidator may refuse the appointment.   
Where assets are insufficient or where there are no assets, the
liquidator may accept an appointment if its fees are guaranteed
and an indemnity is provided by an interested party.  Obtaining
indemnities as a liquidator is common practice in appropriate
cases.

Ms. Gray reports that the JPLs accepted their appointments with
the expectation that their fees would be paid by the entity
itself or, alternatively, by an interested party.  Enron LNG had
physical assets at the time of the JPL appointment but there was
uncertainty if the assets could be sold and if the sale price
would be sufficient to pay creditors and the liquidation costs.  
As a result, upon the appointment, the Enron LNG JPLs had a
reasonable expectation to receive indemnity from Enron as the
ultimate parent of Enron LNG.

In the case of Enron India and Enron Mauritius, neither entity
has assets, notwithstanding a potentially valuable interest in a
power project in India, and both entities have very large
indirect contingent liabilities stemming from this power project.
The EIHL JPLs and EMC JPLs accepted their appointments with the
expectation that their fees would be paid by, and indemnities
would be provided by, Enron as the ultimate parent.

In consideration of the JPLs agreeing to accept their appointment
as Joint Provisional Liquidators, Enron and the JPLs each entered
into a Deed of Indemnity, which, among other things, provides
that:

(a) Enron indemnify -- as an administrative expense in its
     Chapter 11 proceedings -- the JPLs in full against all
     reasonable costs, charges and expenses the Court approves,
     incidental to, and consequent upon, and all liabilities
     arising out of or in connection with the winding up
     including the costs of any proceedings to be taken by them,
     so far as the Debtors' assets will not be liable for the
     same; or if liable therefore, so far as the Debtors' assets
     will be insufficient to satisfy the same; and

(b) Enron keep the JPLs "and their partners now or in the future
     and their personal representatives estates and effects at
     all times fully indemnified (as an administrative expense in
     its Chapter 11 proceeding) against all actions, proceedings,
     claims and reasonable costs arising out of any act, matter
     or thing done by the" JPLs in the proper performance of
     their duties as Liquidators in accordance with applicable
     law, or any act specifically done in accordance with any
     direction, instruction or request of Enron, provided always
     that this deed of indemnity will not apply if and to the
     extent that the action, proceeding, claim or costs arises
     out of, or is attributable to, any negligence, willful
     misconduct, bad faith, breach of fiduciary duty, breach of
     faith or self-dealing on the part of the JPLs or any of
     their assistants or agents, and provided that full details
     of the actions, proceedings, claims and costs will have been
     provided to Enron.  

The total liability of Enron under the ELSC Deed of Indemnity is
limited to $23,500,000, which constitutes the value of Enron
LNG's assets.

The total liability of Enron under the EIHL Deed of Indemnity is
limited to the greater of either (i) the actual reasonable fees
and expenses of the EIHL JPLs and their advisors, including all
reasonable costs and expenses arising out of any adversarial
action; or (ii) all and any recoveries arising out of Enron
India's and Enron Mauritius' shareholdings in the Dabhol Power
Project corporate structure actually distributed to or for the
benefit of Enron, Atlantic Commercial Finance Inc., Travamark Two
BV, Atlantic India Holding Ltd., Offshore Power Production C.V.,
Enron India, Enron Mauritius or Dabhol Power Company; provided
however, that in calculating recoveries under clause (ii), there
will be deducted all amounts paid or payable pursuant to the Deed
of Indemnity entered into between Enron and the EMC JPLs with
respect to Enron Mauritius.

The total liability of Enron under the EMC Deed of Indemnity is
limited to the greater of either (i) the actual reasonable fees
and expenses of the EMC JPLs and their advisors, including all
reasonable costs and expenses arising out of any adversarial
action; or (ii) all and any recoveries arising out of Enron
Mauritius' and Enron India's shareholdings in the Dabhol Power
Project corporate structure actually distributed to or for the
benefit of Enron, Atlantic Commercial Finance Inc., Travamark Two
BV, Atlantic India Holding Ltd., Offshore Power Production C.V.,
Enron India, Enron Mauritius or Dabhol Power Company; provided
however, that in calculating recoveries under clause (ii), there
will be deducted all amounts paid or payable pursuant to the Deed
of Indemnity entered into between Enron and the EIHL JPLs with
respect to Enron India.

Each of the three Deeds of Indemnity is limited to those claims
notified to Enron within six months from the conclusion of the
Cayman and Mauritius proceedings.

Ms. Gray assures Judge Gonzalez that the Deeds of Indemnity were
proposed, negotiated and entered into by the parties without
collusion, in good faith and from arm's-length bargaining
positions.  The U.S. Trustee does not object to the approval of
the Deeds of Indemnity.

Furthermore, Ms. Gray argues that Enron's entry into the Deeds of
Indemnity is in the best interest of the Debtors and creditors
since the Deeds of Indemnity:

   -- are limited in scope;

   -- cap the indemnification of the liquidators at the greater
      of the actual reasonable fees and expenses or the value of
      the assets of each estate that is ultimately obtained or
      recovered;

   -- contain adequate protections for negligence, willful
      misconduct, bad faith, breach of fiduciary duty, breach
      of faith or self-dealing on the part of the liquidators;
      and

   -- will likely decrease the likelihood of resignation of the
      liquidators and increases the possibility that these
      liquidators assist with future liquidators in the Cayman
      Islands and Mauritius.

Accordingly, the Debtors ask the Court, pursuant to Sections 105
and 363 of the Bankruptcy Code, to authorize and approve Enron's
entry into the Deeds of Indemnity in favor of the JPLs. (Enron
Bankruptcy News, Issue No. 95; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ENRON CORPORATION: Proposes Employee Claims Settlement Protocol
---------------------------------------------------------------
Enron Corporation and its debtor-affiliates ask the Court to
approve proposed procedures to settle certain de minimis
employment-related claims, pursuant to Sections 105(a) and 363(b)
of the Bankruptcy Code and Rule 9019 of the Federal Rules of
Bankruptcy Procedure.

On August 28, 2002, the Court approved a settlement among the
Debtors, the Creditors Committee, the Employee Committee, the
AFL-CIO, the National Rainbow/PUSH Coalition and certain former
employees of the Debtors to resolve claims related to the
prepetition Enron Corp. Severance Pay Plan.  Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP, in New York, relates that
certain of the Debtors' former employees whose employment had
terminated prior to March 1, 2002, and who would have been
covered under the Severance Pay Plan had it not been terminated
upon the commencement of these Chapter 11 cases, were entitled to
participate in the Severance Plan Settlement.  The Severance Plan
Settlement was not mandatory, and eligible former employees had
the opportunity to opt out from the Severance Plan Settlement.  
Mr. Rosen notes that not all of the Debtors participated in the
Severance Plan Settlement due to its limitation to Enron and
those affiliates, which had become debtors prior to March 1, 2002
-- the eligibility cut-off date.

According to Mr. Rosen, the former employees who participated in
the Severance Plan Settlement released and waived rights and
claims arising from or in connection with the termination of
their employment with the Debtors, including, but not limited to,
claims based on the Severance Pay Plan, the Worker Adjustment
Retraining and Notification Act, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1866, the Civil Rights
Act of 1991, the Age Discrimination in Employment Act of 1967,
the Americans with Disabilities Act, the Fair Labor Standards
Act, the Equal Pay Act, the Family and Medical Leave Act, the
Texas Commission on Human Rights Act or any other federal, state
or municipal law against discrimination, or any common law,
public policy, contract or tort law, and any other local, state
or federal law, regulation or ordinance.  However, the Severance
Plan Settlement contained exceptions for, and the Released Claims
did not include, any claims for obligations incurred by the
Debtors under the Severance Plan Settlement, any rights to any
amounts payable but remaining unpaid under the Court's first and
second employee wage and benefit orders, any rights to continued
healthcare coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, any rights or claims under any ERISA
"employee benefit plans" sponsored or maintained by Enron, and
any claims for benefits under state workers' compensation laws
and state unemployment insurance laws.  Similar exceptions are
contained in the releases required for receipt of final payments
under the Enron Corp. Key Employee Retention, Liquidation
Incentive and Severance Plan, and the Enron Corp. Key Employee
Retention and Severance Plan II.

Mr. Rosen reports that 4,100 former employees participated in the
Severance Plan Settlement and released the Released Claims
against the Debtors.  On the other hand, 54 former Enron
employees opted out of the Severance Plan Settlement.  Similarly,
some KERP I and II eligible employees declined the KERP benefits,
and accordingly, no release was obtained from them.  

With the opt-out, the Debtors continue to face certain employee-
related claims.  Indeed, the Debtors may be required to respond
to investigations and litigate certain employment-related claims
during the course of their Chapter 11 cases, despite the
imposition of the automatic stay, if the claims are pursued by
government entities like the U.S. Equal Employment Opportunity
Commission or state human rights commission on behalf of a former
or current Enron employee.  Under the so-called "police power
exception," certain proceedings by government entities for either
injunctive relief or money damages may not be stayed until any
monetary claims are reduced to judgment.

Accordingly, the Debtors propose to settle employee-related
claims where the settlement amount does not exceed $20,000 per
individual employee and $2,000,000 in the aggregate for all de
minimis employee settlements under these procedures:

   (a) The Debtors will provide the Creditors Committee a
       summary of the terms of each proposed settlement;

   (b) If the Creditors Committee objects within 10 days after
       the date of transmittal of the Settlement Summary, the
       Debtors, in their sole and absolute discretion, may:

        (i) seek to renegotiate the proposed settlement and
            submit a revised Settlement Summary to the Creditors
            Committee in connection therewith; or

       (ii) file a motion pursuant to Bankruptcy Rule 9019 with
            the Court seeking approval of the proposed
            settlement;

   (c) In the absence of an objection to a proposed settlement
       by the Creditors' Committee, the Debtors will be deemed
       authorized, without further order of the Court, to
       consummate the settlement described in the Settlement
       Summary;

   (d) The Debtors will file with the Court reports of all
       settlements entered into by the Debtors during the
       quarter.  The reports will set forth the name of the party
       with whom the Debtors have settled, the general nature of
       claims asserted by the party, the amounts, if any,
       asserted to be due and owing, and the amounts
       individually, and in the aggregate for which all claims
       have been settled; and

   (e) The Debtors will serve copies of the reports on (i) the
       U.S. Trustee, (ii) the attorneys for the Debtors'
       postpetition lenders, (iii) the attorneys for the
       Creditors' Committee; and (iv) the attorneys for the
       Employment Committee.

In negotiating and achieving settlements, Mr. Rosen says, the
Debtors will be guided by several factors, including the
likelihood of the Debtors succeeding in their defense against the
De Minimis Employment Claims and the estimated costs they would
incur in litigating or otherwise resolving the De Minimis
Employment Claims.

Mr. Rosen contends that establishing the procedures would enable
the Debtors to efficiently and economically settle numerous
claims and thus, limit potential liability on the claims.  
Moreover, the Debtors will be able to significantly reduce
postpetition costs incurred in resolving the claims, thereby
increasing the recoveries to all creditors. (Enron Bankruptcy
News, Issue No. 95; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ENVOY COMMS: September Working Capital Deficit Tops C$2 Million
---------------------------------------------------------------
Envoy Communications Group Inc. (NASDAQ:ECGI/TSE/ECG), announced
financial results for the fourth quarter and year ended
September 30, 2003.

Envoy's fiscal 2003 results improved significantly compared to the
previous year, reflecting management's execution of their
restructuring plan to more closely align the company's costs with
its projected revenues, to divest non-core assets, to reduce bank
debt, and to focus its resources on its consumer and retail
branding businesses.

    Fiscal 2003 - Twelve Months Results

Envoy has recorded net earnings for fiscal 2003 of $2.5 million or
$0.12 per share basic and $0.09 per share fully diluted, compared
with a loss of ($53.4 million) or ($2.54) per share basic and
fully diluted in 2002. The decrease in revenue from $59.1 million
in fiscal 2002 to $42.4 million in fiscal 2003 reflects the
discontinuance of unprofitable operations and is in line with our
long-term objective of providing meaningful earnings per share
to our shareholders.

    Fiscal 2003 - Fourth Quarter Results

For the fourth quarter ended September 30, 2003, net revenue
reached $10.8 million compared with $13.2 million in 2002. Again,
this is reflective of the discontinuance of unprofitable
operations. Net earnings for the quarter were $0.8 million or
$0.03 per share basic, and $0.02 per share fully diluted, compared
with a loss of ($15.4 million), or ($0.73) per share basic and
fully diluted in 2002. This was a solid quarter for Envoy and an
encouraging end to a year in which the company steadily gained
momentum.

The company's September 30, 2003, balance sheet reports a working
capital deficit of about CDN$2 Million.

Envoy Communications Group (NASDAQ: ECGI/TSE:ECG) is an
international consumer and retail branding company with offices
throughout North America and Europe. For more information on Envoy
visit http://www.envoy.to/.


EXIDE TECHNOLOGIES: Reaches Plan Agreement with Creditor Groups
---------------------------------------------------------------
Exide Technologies (OTCBB: EXDTQ), a global leader in stored
electrical energy solutions, announced in the U.S. Bankruptcy
Court for the District of Delaware that it has reached agreement
on the principal terms of a consensual Plan of Reorganization with
the Steering Committee of Pre-Petition Secured Lenders and the
Official Committee of Unsecured Creditors.

This new Plan, Dow Jones reports, gives 10% of the new equity to
unsecured creditors who voted to reject the Company's previous
plan proposal and which the Bankruptcy Court declined to confirm.  
The new plan will also settle all of the unsecured creditors
claims against the Secured Lenders.  

The Company said that it would work with the two Committees to
finalize all terms of the Plan and submit it to the Court and
creditors as soon as possible. The two Committees have indicated
that they will be co-proponents of the Plan when filed.

The agreement is subject to definitive documentation of all terms
of the Plan, and the Company's emergence from Chapter 11 will be
subject to, among other things, Court approval of a disclosure
statement, receipt of the appropriate number of votes during an
official vote of the Company's creditor groups, exit financing,
and confirmation of the Plan by the Court.

Craig H. Muhlhauser, Chairman, Chief Executive Officer and
President of Exide Technologies, said, "We are extremely pleased
to have reached this important milestone. Today's agreement is a
fundamental step forward toward successfully emerging from Chapter
11. Now more than ever Exide as an organization will remain
focused on meeting the needs of all of our customers around the
world. As always, I thank them for their ongoing support."

Exide Technologies, with operations in 89 countries and fiscal
2003 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The Company's three global business groups - transportation,
motive power and network power -- provide a comprehensive range of
stored electrical energy products and services for industrial and
transportation applications.

Transportation markets include original-equipment and aftermarket
automotive, heavy-duty truck, agricultural and marine
applications, and new technologies for hybrid vehicles and 42-volt
automotive applications. Industrial markets include network power
applications such as telecommunications systems, fuel-cell load
leveling, electric utilities, railroads, photovoltaic (solar-power
related) and uninterruptible power supply (UPS), and motive-power
applications including lift trucks, mining and other commercial
vehicles.

Further information about Exide and its financial results are
available at http://www.exide.com/


FACTORY 2-U STORES: Seeks Court's Approval to Close 44 Stores
-------------------------------------------------------------
Factory 2-U Stores, Inc., announced that, following a
comprehensive review of the performance and positioning of its
entire store base, it has filed a motion with the United States
Bankruptcy Court in Wilmington, Delaware seeking authorization to
close 44 stores.

The Company intends to focus on its remaining portfolio of 195
stores that it believes are well positioned to achieve sustained
profitable growth over the long term. Factory 2-U voluntarily
filed a petition to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 13, 2004 in order to implement a
comprehensive operational and financial restructuring of its
business.

Norman G. Plotkin, Chief Executive Officer of Factory 2-U, said:
"Our core objectives in the Chapter 11 process are to enhance
liquidity, reduce costs and focus on generating profitable growth.
The decision to close these stores was difficult, but it is an
important step in addressing our challenges and ultimately
improving our financial and operational performance. We believe
the 195 stores we will operate going forward are situated in
convenient, high-traffic locations with attractive local
demographics. We will continually monitor the performance of these
stores very closely to ensure that each is well positioned to
execute our strategy of providing our customers with quality
apparel and housewares at a great value."

He continued, "We believe there are many reasons to be excited
about Factory 2-U's potential for future success. Customer loyalty
and support remain strong, as demonstrated by the nearly five
percent increase in total transactions on a year-to-year basis.
During the same period, the average number of items per
transaction increased by more than 10 percent. Our objective is to
refine our merchandise mix so that we enhance the profitability of
these transactions. We believe we now have the right merchandising
plans and marketing initiatives - and the right team to implement
them - to drive profitable growth and achieve a substantial
improvement in the Company's financial performance."

Liquidation sales at the closing stores are expected to begin by
mid-February. Affected associates will be paid as normal until
their locations close. In its motion filed today, Factory 2-U is
seeking authorization to identify and retain an agent to assist
with the inventory clearance sales at the closing locations.

Dennis I. Simon, Managing Principal of Crossroads, LLC, the
Company's restructuring and financial advisor, said: "One of the
principal reasons that Factory 2-U chose to file for Chapter 11
was its need to rationalize its store base. All of these 44 stores
are unprofitable and, in some cases, they are located in outlying
regions, which has made it difficult to manage and stock them
efficiently. By closing these stores, the Company expects to
improve its cash flow significantly and receive a stronger return
from its continuing stores. In addition, the Company expects to
achieve substantial cost savings by disposing of the leases for
certain of these stores, as well for nine previously closed stores
and two distribution centers."

He continued, "It has been gratifying to be able to work with a
seasoned leadership team at Factory 2-U that not only understands
the Company's problems, but knows how to fix them. I am confident
in their ability to greatly enhance the Company's performance."

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


FELCOR: Reports Preferred Dividends' Federal Income Tax Status
--------------------------------------------------------------
FelCor Lodging Trust Incorporated (NYSE: FCH), the nation's second
largest hotel real estate investment trust (REIT), announced the
final federal income tax status of its preferred stock
distributions for 2003.  

For 2003, FelCor distributed $1.95 per preferred share on its
Series A Cumulative Convertible Preferred Stock and $2.25 per
preferred share on its Series B Cumulative Redeemable Preferred
Stock.  The preferred stock dividends for 2003 should be treated
as ordinary income for federal income tax purposes.

Registered preferred shareholders holding FelCor Lodging Trust
Incorporated preferred shares at anytime during the year will
receive an Internal Revenue Service Form 1099-DIV from SunTrust
Bank, the Company's dividend paying agent.  The form will report
the gross dividends paid with respect to 2003.  If shares were
held in "street name" during 2003, the IRS form will be provided
by the bank, brokerage firm, or other nominee holding such shares.

FelCor also reported that consolidated hotel portfolio revenue per
available room from continuing operations decreased 1.7 percent in
the fourth quarter 2003, compared to the same period in 2002.  For
the quarter, occupancy increased 0.6 percent, while average daily
rate decreased 2.3 percent.  The portfolio RevPAR for the fourth
quarter 2003 is consistent with the Company's previous guidance.  
FelCor's RevPAR for the year ended December 31, 2003, decreased
approximately 4.4 percent, compared to the same period in 2002.

FelCor (S&P, B Corporate Credit Rating, Stable Outlook) is the
nation's second largest lodging REIT and the largest owner of full
service, all-suite hotels.  FelCor's portfolio is comprised of 161
hotels, located in 33 states and Canada.  FelCor owns 71 upscale,
all-suite hotels, and is the largest owner of Embassy Suites
Hotels(R) and Doubletree Guest Suites(R) hotels.  FelCor's
portfolio also includes 77 hotels in the upscale and full service
segments.  FelCor has a current market capitalization of
approximately $3.1 billion.  Additional information can be found
on the Company's Web site at http://www.felcor.com/


FLEMING COS: Files First Amended Plan & Disclosure Statement
------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates continue to
negotiate with major parties-in-interest. On January 19, 2004, the
Debtors delivered to the Court their First Amended Plan of
Reorganization and Disclosure Statement. The Official Committee of
Unsecured Creditors is a co-proponent to the Plan.

Judge Walrath will convene a hearing on February 17, 2004, at
4:00 p.m. to consider the approval of the Amended Disclosure
Statement.  At the hearing, Judge Walrath will review whether the
Amended Disclosure Statement contains adequate information as
required by Section 1125 of the Bankruptcy Code to enable a
hypothetical creditor to make an informed decision whether to
vote to accept or reject the Amended Plan.  Objections to the
Amended Disclosure Statement may be filed and served until
February 10, 2004.

A free copy of the Debtors' Amended Plan of Reorganization is
available at:

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

A free copy of the Debtors' Amended Disclosure Statement is
available at:
   
http://bankrupt.com/misc/Fleming_amended_disclosure_statement.pdf

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


FMA CBO: S&P Puts Class A & B Notes' Ratings on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A and B notes issued by FMA CBO Funding II L.P., a high-yield
arbitrage CBO transaction managed by Financial Management Advisors
Inc., on CreditWatch with negative implications.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the class A
and B notes. These factors include par loss of the collateral pool
securing the notes and a downward migration in the credit quality
of the assets within the collateral pool.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for FMA CBO Funding II L.P. to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the rated interest and principal due on the
notes. The results of these cash flow runs will be compared with
the projected default performance of the transaction's current
collateral pool to determine whether the ratings assigned are
commensurate with the level of credit enhancement currently
available.
   
     RATINGS PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS
   
                     FMA CBO Funding II L.P.
   
                      Rating
        Class   To               From
        A       BBB+/Watch Neg   BBB+
        B       B-/Watch Neg     B-
   
        TRANSACTION INFORMATION
        Issuer:            FMA CBO Funding II L.P.
        Co-issuer:         FMA CBO Funding II Corp.
        Current Manager:   Financial Management Advisors Inc.
        Underwriter:       Prudential Securities
        Trustee:           JPMorganChase Bank
        Transaction type:  High-yield arbitrage CBO
   
  TRANCHE               INITIAL    LAST        CURRENT
  INFORMATION           REPORT     ACTION      ACTION
  Date (MM/YYYY)        10/1999    09/2003     01/2004
  Cl. A notes rtg.      AAA        BBB+        BBB+/Watch Neg
  Cl. A note bal.       $251.00mm  $192.57mm   $192.57mm
  Cl. B notes rtg.      AA-        B-          B-/Watch Neg
  Cl. B note bal.       $47.00mm   $47.00mm    $47.00mm
  Cl. A/B OC ratio      134.1%     106.0%      105.1%
  Cl. A/B OC ratio min. 125.0%     125.0%      125.0%
    
        PORTFOLIO BENCHMARKS                       CURRENT
        S&P Wtd. Avg. Rtg. (excl. defaulted)       B
        S&P Default Measure (excl. defaulted)      5.10%
        S&P Variability Measure (excl. defaulted)  2.86%
        S&P Correlation Measure (excl. defaulted)  1.14
        Wtd. Avg. Coupon (excl. defaulted)         9.39%
        Wtd. Avg. Spread (excl. defaulted)         N.A.
        Oblig. Rtd. 'BBB-' and above               3.31%
        Oblig. Rtd. 'BB-' and above                28.99%
        Oblig. Rtd. 'B-' and above                 70.13%
        Oblig. Rtd. in 'CCC' range                 17.04%
        Oblig. Rtd. 'CC', 'SD' or 'D'              12.83%
        Obligors on Watch Neg. (excl. defaulted)   8.02%
   
        S&P RATED       CURRENT
        OC (ROC)        ACTION
        Class A notes   98.68% (BBB+/Watch Neg)
        Class B notes   98.43% (B-/Watch Neg)
        

GLENN MCCLENDON: Section 341(a) Meeting Scheduled on February 19
----------------------------------------------------------------
The United States Trustee will convene a meeting of Glenn
McClendon Trucking Company, Inc.'s creditors on 1:00 p.m. of
February 19, 2004, at the United States Bankruptcy Court, Unites
States Courthouse, Opelika, Alabama. 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 LaFayette, Alabama, Glenn McClendon Trucking Co.,
Inc., -- http://www.mccl.com-- is a leading van TL carrier with  
emphasis on time sensitive transportation services, dedicated
equipment, and a full range of Logistics capabilities.  The
Company filed for chapter 11 protection on January 7, 2004,
(Bankr. M.D. Ala. Case No. 04-80022).  Charles-LH Parnell, Esq.,
at Parnell & Crum, P.A., represents the Debtor in its
restructuring efforts. When the Company filed protection from its
creditors, it listed $8,200,000 in total assets and $13,000,000 in
total debts.


GLOBAL CROSSING: Commences Trading on Nasdaq National Market
------------------------------------------------------------
Global Crossing's new common stock began trading on the NASDAQ
National Market on Thursday, January 22, 2004, under the trading
symbol GLBC.

The company's stock had been trading in the over-the-counter
market under the symbol GLBCF since Global Crossing's emergence
from Chapter 11 on December 9, 2003.

"Listing Global Crossing's new common stock to trade on the NASDAQ
National Market should enhance its liquidity," said John Legere,
Global Crossing's chief executive officer. "Qualifying to trade on
NASDAQ represents the first of many milestones we intend to reach
on the heels of our successful emergence."

Global Crossing emerged from Chapter 11 with its core network in
place, while retaining a revenue base of nearly $3.0 billion.
During its restructuring, the company reduced operating expenses
by 63 percent compared to the beginning of 2001. Global Crossing's
long-term debt and convertible preferred stock were substantially
reduced from approximately $11 billion at the end of 2001,
including $1 billion of Asia Global Crossing debt, to $200 million
of debt post-emergence.

As previously announced, Global Crossing's plan of reorganization
included the cancellation of existing preferred and common stock.
The holders of these previously publicly traded securities
received no consideration under the company's plan of
reorganization. Under the plan of reorganization, Global Crossing
issued 61.5 percent of the outstanding equity or 18 million shares
of new preferred stock and 6.6 million shares of new common stock
to Singapore Technologies Telemedia in consideration for its $250
million equity investment in the new Global Crossing. The
remaining 38.5 percent of the outstanding equity or 15.4 million
shares of the new common stock has been distributed to Global
Crossing's former secured and unsecured creditors.

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

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

Please visit http://www.globalcrossing.com/for more information  
about Global Crossing.


GREAT AMERICAN: Completes $75 Million Senior Debt Offering
----------------------------------------------------------
Great American Financial Resources, Inc. (NYSE: GFR) completed its
offering of $86.25 million of 7-1/4% Senior Debentures due
January 23, 2034 by its wholly-owned subsidiary, AAG Holding
Company.  

The Debentures offered include $11.25 million in Debentures sold
pursuant to the exercise in full of the underwriters' over-
allotment option.  The Debentures are fully and unconditionally
guaranteed by the Company.  The Debentures were priced at 100%
of their principal amount and are redeemable on or after
January 23, 2009 at 100% of their principal amount plus accrued
and unpaid interest to the redemption date.  The Debentures have
been approved for listing, subject to official notice of issuance,
on the New York Stock Exchange.

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

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


HMB INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: HMB International, Inc.
        769 Cherry Circle
        Washington, Utah 84780

Bankruptcy Case No.: 04-20024

Chapter 11 Petition Date: January 4, 2004

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsels: Paul James Toscano, Esq.
                   Winward & Toscano, L.L.C.
                   265 East 100 South, Suite 313
                   Salt Lake City, UT 84111
                   Tel: 801-359-1313

                   Thomas D. Neeleman, Esq.
                   #9 Exchange Place, Suite 417
                   Salt Lake City, UT 84111
                   Tel: 801-359-6800
                   Fax: 801-359-6803

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
------                        ---------------       ------------
Harmony Hospitality, LLC      Collections                $81,000

Missouri Dept. of Revenue     Tourism taxes              $55,306

Yang Design Group             Collections                $24,277

Great Southern Bank           Overdrafts on 3            $10,000
                              bank accounts

Henry Griffin                 Legal services             $10,000

Tourism Tax City of Branson   Collections                 $9,786

Seven Gables                  Collections                 $7,255

Midwest Hotel Management      Collections                 $5,697
Corp.

Rozell Survey Co.             Collections                 $5,280

Goodman Company, L.P.         Collections                 $4,799

City of Branson Utilities     Collections                 $4,528

Empire Electric               Collections                 $4,218

Heartland Textile Company     Collections                 $3,877

Ann Lynn Corp                 Trade creditor              $3,873

Harmony Hills                 Collections                 $3,500

Fortis                        Collections                 $3,094

Harmony Hospitality           Collections                 $2,641

Trilakescons                  Collections                 $2,583

Town & Country Propane        Collections                 $2,291

US Food Service               Collections                 $1,826


HOLLINGER: Taps Joseph Groia as US Securities Litigation Counsel
----------------------------------------------------------------
Hollinger Inc.(TSX: HLG.C; HLG.PR.B; HLG.PR.C) received and
considered a privileged and confidential Report from Mr. Joseph
Groia, independent counsel to the Board of Directors and a former
Director of Enforcement at the Ontario Securities Commission.

Mr. Groia was retained by the Board in early December, 2003, as
requested by the former independent directors of the Board to
review and comment upon the six non-compete payments received by
Hollinger Inc. in 1999 and 2000.  Mr. Groia was assisted in his
work by Deloitte & Touche LLP.

The Board concluded the following at the meeting:

1. To immediately retain US Securities Litigation Counsel.

2. To ask its counsel to vigorously defend the claim of Hollinger
   International on the merits.

3. That this matter will in all likelihood need to be resolved
   through litigation as Hollinger International appears to have
   ruled out any further discussion or negotiation.

4. That US Securities Litigation Counsel also consider
   counterclaims against Hollinger International.

As the Hollinger International claim is now in litigation, the
Board also concluded that it would hold the Groia & Company
Report in confidence during the pendency of the litigation.

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


HUGHES ELECTRONICS: GM Employee Benefit Reports 21.1% Equity Stake
------------------------------------------------------------------
U.S. Trust Corporation, United States Trust Company of New York
handle the following:

291,502,359 shares of the common stock of Hughes Electronics
Corporation, comprised of 272,237,585 shares held by General
Motors Corporation Employee Benefit Plans, and 19,264,774 shares
held in managed accounts.

U.S. Trust Corporation is a wholly-owned subsidiary of The Charles
Schwab Corporation. Each entity files reports completely separate
and independent from the other. Correspondingly, neither entity
shares with the other either any information and/or power with
respect to either the voting and/or disposition of the securities
reported by each.

Sole voting and dispositive powers over 272,237,585 shares are
held by General Motors Corporation Employee Benefit.  Shared
dispositive power over 19,264,774 shares is held in managed
accounts.  The aggregate amount held represents 21.1% of the
outstanding common stock of Hughes Electronics Corporation,
comprised of 19.7% held by General Motors Corporation Employee and
1.4% held in managed accounts.

                           *   *   *

As reported in Troubled Company Reporter's April 11, 2003 edition,
Standard & Poor's Ratings Services revised its CreditWatch listing
on Hughes Electronics Corp. and related entities to positive from
developing following the company's announcement that News Corp.
Ltd., (BBB-/Stable/--) will acquire 34% of the company. The
ratings had been on CreditWatch developing, reflecting uncertainty
regarding Hughes' future ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.


J.C. PENNEY: Initiates Cost-Cutting Steps to Save $100M Annually
----------------------------------------------------------------
J. C. Penney Company, Inc. (NYSE:JCP) announced the first steps in
its previously disclosed effort to reduce expenses in excess of
$200 million annually in its department stores, catalog and
Internet businesses.

The steps described below are currently being implemented and are
expected to produce annualized savings of $100 million, $50
million of which would occur in 2004. A charge of approximately
$20 million, or $0.04 per share, will be recorded in the fourth
quarter of 2003 in connection with the initial steps. The charges
relate principally to contract cancellations, and severance and
outplacement. Management continues to expect fourth quarter
earnings of approximately $0.80 per share, including the effects
of the above one-time charges.

In announcing these steps, Allen Questrom, Chairman and Chief
Executive Officer said, "Over the past three years, the Company
has focused its efforts on implementation of centralization
initiatives and the related improvement in merchandise, marketing,
and the store environment. During this transition period, we have
not been in a position to seriously challenge our expense
structure because many of the initiatives required dual processing
and additional resources as we progressed through the learning
curve. With centralization well under way and technology now in
place, we are able to concentrate our efforts on creating a more
competitive cost structure. These efforts, together with continued
improvement in gross margin, will help create a more efficient
company and facilitate the achievement of our financial target of
a six to eight percent operating profit in 2005."

Cost savings for the initial steps are associated with four
primary categories:

-- Catalog Telemarketing Centers: The Company will close its
   Austin, Texas telemarketing center in the second quarter of
   2004 and reallocate the call volume to its remaining
   telemarketing centers. Approximately 475 positions will be
   affected.

-- Store Support Center (SSC) Network: Initial savings relate to
   the transfer of management responsibility to the Company in
   2004 for the six SSC's currently outsourced to third parties.

-- Corporate Organization: Restructuring efforts will be occurring
   in department store operations, catalog, and related corporate
   support functions. These efforts will include centralization of
   certain functions as well as elimination of resources devoted
   to certain activities.

-- Marketing: The Company will be refining its investment in
   marketing by eliminating less productive expenditures and
   reducing overall production costs. Some of the savings will be
   reinvested in media that supports sales growth.

The overall cost reduction effort will be phased in over several
years, with additional savings opportunities occurring throughout
2004 and 2005.

J. C. Penney Corporation, Inc. (Fitch, BB+ Secured Bank Facility,
BB Senior Unsecured Debt, B+ Convertible Subordinated Debt and B
Commercial Paper Ratings, Negative), the wholly-owned operating
subsidiary of the Company, is one of America's largest department
store, drugstore, catalog, and e-commerce retailers, employing
approximately 230,000 associates. As of July 26, 2003, it operated
1,040 JCPenney department stores throughout the United States,
Puerto Rico, and Mexico, and 56 Renner department stores in
Brazil. Eckerd Corporation operated 2,710 drugstores throughout
the Southeast, Sunbelt, and Northeast regions of the U.S. JCPenney
Catalog, including e-commerce, is the nation's largest catalog
merchant of general merchandise. J. C. Penney Corporation, Inc. is
a contributor to JCPenney Afterschool Fund, a charitable
organization committed to providing children with high quality
after school programs to help them reach their full potential.


J HERNDON INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: J Herndon Inc.
        5100 Paseo Del Bac
        Tucson, Arizona 85718

Bankruptcy Case No.: 04-00098

Chapter 11 Petition Date: January 12, 2004

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsels: Frederick J. Petersen, Esq.
                   Michael W. McGrath
                   Mesch, Clark & Rothschild, P.C.
                   259 North Meyer Avenue
                   Tucson, AZ 85701
                   Tel: 520-624-8886
                   Fax: 520-798-1037

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Burger King - Advertising                  $131,525

Bank of America                             $99,969

Burger King - Royalty                       $94,412

Wells Fargo Bank NA                         $61,033

Shamrock Foods                               $5,000

Allied Insurance Company                     $3,028

Farmers Bros. Co.                            $3,000

Holsum Bakery                                $2,177

Dr. Nathan S. Conlee                         $1,403

Tucson Tallow                                $1,182

Authorized Technical Service                   $958

Chevron                                        $865

George Griffith                                $790

Duraparts                                      $644

Ragan's                                        $590

King Uniforms                                  $498

Kern Payroll Services                          $425

CCP Industries                                 $415

Stainless Inc.                                 $389

Mission Linen                                  $375


KMART CORP: Wants Judge Sonderby to Reduce 30 tax Claims to $678K
-----------------------------------------------------------------
Kmart Corporation and its debtor-affiliates ask Judge Sonderby to
reduce 30 tax claims.  The reduced amounts, however, are not
allowed claims and remain subject to further objections.  The
Reduced Tax Claims total $32,917,395 and the Debtors propose to
reduce the amount to $678,163.

          Type of Claims       Claim Amount   Reduced Amount
          --------------       ------------   --------------
          Secured                   $31,990                -
          Administrative             92,001                -
          Priority               24,070,755         $678,163
          Unsecured               8,722,649                -

(Kmart Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KYOTO BOWL: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Kyoto Bowl Investments, Inc.
        1525 West University #103
        Tempe, Arizona 85281

Bankruptcy Case No.: 04-00044

Type of Business: The Debtor owns a quick-serve eateries,
                  specializing in Asian foods, occupy spaces of
                  1,500 sq. ft. to 2,400 sq. ft. in freestanding
                  locations, malls and power centers.

Chapter 11 Petition Date: January 2, 2004

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Dennis J. Wortman, Esq.
                  Dennis J. Wortman, P.C.
                  2700 North Central Avenue #850
                  Phoenix, AZ 85004
                  Tel: 602-257-0101
                  Fax: 602-776-4544

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
SJ Masonry LLC              Business Debt               $1,630

Southwest Accoustics Inc.   Business Debt                 $687

Sun Valley Ventures                                    Unknown


LA MONTANA INC: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: La Montana, Inc.
        aka Iron Mountain Ski Resort
        2590 Sierra Vista Road
        Rescue, California 95672

Bankruptcy Case No.: 04-20310

Type of Business: The Debtor owns a ski resort and provides skiing
                  and snow boarding services.

Chapter 11 Petition Date: January 13, 2004

Court: Eastern District Of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: George W.M. Mull, Esq.
                  Law Office of George W.M. Mull
                  1341 39th Street
                  Sacramento, CA 95816-0916
                  916-456-0100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

Entity                              Claim Amount
------                              ------------
Sharon Owens                            $445,000
2000 Camanche Road #229
Ione, CA 95640

Pat Owens                               $445,000
2000 Camanche Road #229
Ione, CA 95640

Ecosign                                  $24,555

Saltman & Stevens                        $23,371

Peter Garibaldi                          $22,000

Barry Fox                                $22,000

Procopio, Cory et al.                    $21,044

Environmental Research Assoc.            $20,000

El Dorado County Tax Collect              $8,424

Abbott & Kinderman                        $6,622

Westwind Helicopters                      $3,000

Premium Assignment Corp.                  $1,844

Smalley's Sales & Services                $1,500

El Aero Services, Inc.                    $1,197

Weatherby and Reynolds                      $248


LEHMAN BROTHERS: Fitch Stays Class M's Low-B Rating on Watch Pos.
-----------------------------------------------------------------
Fitch Ratings places the following classes of Lehman Brothers
Floating-Rate Commercial Mortgage Trust's multiclass pass-through
certificates, series 2002-LLF C3, on Rating Watch Positive:
        
        -- $46.6 million class D 'AA+';

        -- $40.6 million class E 'AA'.

The classes are placed on Rating Watch Positive due to the
anticipated repayment of the Westfield Topanga loan on Feb. 10,
2004. In addition, the following class remains on Rating Watch
Negative.

        -- $25.1 million class M 'BB'.

Westfield Topanga is the second largest loan in the transaction
(14%) with a balance of $99.5 million. Although the repayment of
the loan will significantly increase credit support levels of all
classes, Fitch remains concerned with three of the remaining nine
loans.

Michigan Industrial Portfolio (12% of the pool) consists of 25
warehouse, storage and distribution buildings, and currently has a
loan per square foot of $17. Although occupancy in the Michigan
Industrial Portfolio has decreased to 65% as of January 2004,
recent leasing activity has increased. Management projects
occupancy to increase to 70% by midyear.

The Boulder Portfolio (5.6%, $98 loan psf) consists of three
office properties in Boulder, Colorado. Occupancy for the
portfolio has decreased to 66% as of Sept. 30, 2003, compared to
90% as of year end (YE) 2002. Currently, there is a lease out for
signature for the space formerly occupied by Exabyte, which
vacated July 2003. This lease would bring the occupancy of the
portfolio back to 90%.

The Decorative Center of Houston (3%, $41 loan psf) is secured by
a four building complex which serves as a showroom and office
facility to display, market, and sell high end furnishings for
home and office. Occupancy decreased to 68% as of December 2003,
from 77% as of YE 2002. The borrower is investing significant
capital to upgrade and improve the property. Capital improvements
underway include upgrading the lobby and restaurant.

The classes will remain on Rating Watch pending receipt of leasing
and/or financial information on all loans.

The trust's mortgage assets include both whole loans and senior
participation interests in whole loans. All percentage and loan
balances in this release refer to the balances of the senior
participation interest or whole loan contributed to the pool.


MAGNETITE ASSET: Fitch Ups Ratings of Classes D & E to BB+/B+
-------------------------------------------------------------
Fitch Ratings upgrades six classes of Magnetite Asset Investors
III L.L.C. These rating actions are effective immediately.

     -- $250,000,000 senior secured revolving credit facility
           to 'AA+' from 'AA';

     -- $74,000,000 class A first senior secured notes to 'AA+'
           from 'AA';

     -- $29,000,000 class B second senior secured notes to 'A+'
        from 'A';

     -- $40,000,000 class C senior subordinated secured notes to
        'BBB+' from 'BBB';

     -- $19,000,000 class D subordinated secured notes to 'BB+'
        from 'BB';

     -- $3,000,000 class E Junior subordinated secured notes to
        'B+' from 'B'.

Magnetite Asset Investors III L.L.C. is a market value collateral
debt obligation that closed in January 2001. The fund is managed
by BlackRock Financial Management, Inc., a New York based
investment manager with $309 billion in assets under management
with a focus on fixed-income investing. At inception, the
investment manager targeted a portfolio of 25% high yield loans,
50% high yield bonds, and 25% mezzanine investments, private
equity and distressed debt, collectively referred to as 'mezzanine
and special situation assets'.

At the Dec. 4, 2003 valuation date, the fund's portfolio was
comprised of approximately 58% high yield bonds, 36% high yield
loans, and 6% mezzanine and special situation assets. Investment
decisions are based on traditional credit analysis and industry
research. The manager plans to opportunistically add investments
in mezzanine and private equity assets. Kelso & Company L.P. acts
as an advisor to BlackRock with respect to BlackRock's high yield
business generally, including mezzanine, private equity and
special situation investments.

Magnetite III is performing well, as illustrated by the fund's
growing overcollateralization cushion. At the Dec. 5, 2002,
valuation date, the discounted collateral covered the revolving
facility and class A first priority notes at 114% which increased
to 128.4% at the Dec. 4, 2003 valuation date. The growth in the
cushion extends to the subordinate OC tests over the same time
period.

At the Dec. 5, 2002 valuation date the discounted collateral
covered the class B, C, D and E notes at 111%, 106.1%, 103.5% and
105.6%, which increased to 125.0%, 119.6%, 116.7% and 119.3%,
respectively, at the Dec. 4, 2003 valuation date. The improvement
in OC can be attributed to improved credit markets, as well as
sound investment decisions and continued risk analysis by the
portfolio manager. Additionally, a portion of the increase in the
funds asset value can be attributed to gains realized on
dispositions of mezzanine assets.

Based on the strong performance of the portfolio and the growth in
the OC cushion, as well as the experience and consistent
management style of the asset manager, Fitch has upgraded the
rated liabilities of Magnetite Asset Investors III L.L.C.


MERRILL LYNCH: Fitch Hatchets Ratings on Classes H & G Notes
------------------------------------------------------------
Fitch Ratings downgrades the following classes of Merrill Lynch
Mortgage Investors Inc.'s commercial mortgage pass-through
certificates, series 1998-C1-CTL:

        -- $4.3 million class H and class J to 'D' from 'C';

        -- $3.2 million class G to 'CC' from 'CCC'.

Fitch also affirms the following class:

        -- $58.1 million class F 'CCC'.

Fitch does not rate the A-1, A-2, A-3, A-PO, A-IO, B, C, D, or E
classes of the transaction. Classes J and K have been reduced to
zero due to realized losses.

The downgrade of classes H and J is the result of a realized loss
in the amount of $2.7 million that were applied to classes K, J
and H at the January 2004 distribution. The cumulative amount of
losses to date is $8.6 million. The downgrade of class G is due to
anticipated losses on the Sterling Heights Kmart loan.

The loss was due to the disposition of a former Heilig-Meyers
store, located in Burlington, IA, which had an outstanding loan
balance of $2.7 million, or 0.5% of the pool. The loan was
collateralized by a retail property that was real estate-owned
(REO).

At this time, four cross-collateralized, cross-defaulted loans
(3.5%) secured by properties leased to Kmart are specially
serviced, of which one (1.1%) is over 90 days delinquent. Three of
the loans are performing as one property's lease was assumed by
Home Depot and two properties' leases were not rejected by Kmart.
The delinquent loan was previously secured by a single-tenant
retail property in Sterling Heights, MI. The ground lease was
terminated when Kmart rejected the lease at this location. The
special servicer is in discussions with the borrower to determine
workout options.

The transaction continues to benefit from fully amortizing loans
to primarily long-term credit tenants, of which 38% are rated
investment grade. However, the ratings of credit tenant lease
transactions are highly sensitive to the movement of the corporate
credit ratings of the underlying tenants. The transaction has
large exposure to loans with leases guaranteed by Rite Aid
(21.1%), Georgia Power Company (13%) and Circuit City (10.8%).

Fitch will continue to closely monitor the resolution of the Kmart
loans and any other changes to the ratings of the underlying
credit tenants.


MICROCELL: Seeking Senior Secured Credit Facility Refinancing
-------------------------------------------------------------
Microcell Telecommunications Inc. (TSX: MT) announced that it will
begin holding lenders' meetings with a view to voluntarily
refinancing, on more favorable terms, its existing senior secured
credit facilities with up to C$450 million of new secured bank
debt. There is no assurance that this refinancing process will be
completed.

Microcell Telecommunications Inc. is a major provider, through
its subsidiaries, of telecommunications services in Canada
dedicated solely to wireless. Microcell offers a wide range of
voice and high-speed data communications products and services to
over one million customers. Microcell operates a GSM network
across Canada and markets Personal Communications Services (PCS)
and General Packet Radio Service (GPRS) under the Fido(R) brand
name. Microcell has been a public company since October 15, 1997,
and is listed on the Toronto Stock Exchange.

                        *   *   *

As reported in the Troubled Company Reporter's May 5, 2003
edition, Standard & Poor's Ratings Services raised its long-term
corporate credit rating on wireless communications service
provider Microcell Telecommunications Inc. to 'CCC+' from 'D',
following completion of Microcell's corporate and financial
restructuring under the Companies' Creditors Arrangement Act.
The outlook is developing.

At the same time, Standard & Poor's assigned its 'B' rating to
tranche A (C$25 million) of Microcell Solutions Inc.'s senior
secured bank loan, 'CCC+' rating to tranche B (C$300 million),
and 'CCC-' rating to tranche C (C$50 million). In addition, the
'CC' rating was assigned to Microcell Telecommunications' first
and second preferred shares.

"The ratings on Microcell Telecommunications reflect the
successful financial restructuring of the company's debt,
whereby total debt was reduced to C$350 million from C$2.0
billion and is held at Microcell Solutions, which owns
substantially all of the company's operating assets including
the network and license, and is a wholly owned subsidiary of
Microcell Telecommunications," said Standard & Poor's credit
analyst Joe Morin.

The ratings on Montreal, Quebec-based Microcell
Telecommunications also reflect the company's recent operating
performance. Operating results have been affected by
difficulties leading up to and through the restructuring
process.


MIRANT CORP: US Bank Wants Court to Confirm Stay Non-Requirement
----------------------------------------------------------------
U.S. Bank, National Association, successor by Purchase to State
Street Bank and Trust Company of Connecticut, National
Association, as Lease Indenture Trustee and Pass Through Trustee,
asks the Court to confirm that relief from the automatic stay is
not required for it to serve a notice on Mirant Mid-Atlantic LLC,
of non-compliance with Lease Obligations.

The Trustee is the trustee of holders of certain Pass Through
Certificates issued in relation to the leasing of two electric
generating facilities to Mirant Mid-Atlantic.  One of the two
electric generating facilities is located in Montgomery County,
Maryland -- the Dickerson Facility.  It produces 546 megawatts of
power and was leased by Mirant Mid-Atlantic via Facility Lease
Agreements, each dated December 19, 2000, and related
Participation Agreements, each dated December 18, 2000.

The second electric generating facility is located in Charles
County, Maryland -- the Morgantown Facility.  It produces 1,244
megawatts of power and was leased to Mirant Mid-Atlantic via
Facility Lease Agreements dated December 19, 2000 and related
Participation Agreements, each dated December 18, 2000.

Phillip Lamberson, Esq., at Winstead Sechrest & Minick PC, in
Dallas, Texas, relates that the Trustee represents senior, first-
priority economic interests totaling $1,200,000,000 out of the
$1,500,000,000 invested by third parties in relation to the two
Facilities.  The remaining second-priority economic interests
totaling $300,000,000 is held by an equity participant,
represented by separate counsel.

As part of the lease of the Facilities by Mirant Mid-Atlantic,
certain owner lessors acquired individual interests in the two
Facilities.  Lessor Notes were issued by the owner lessors in
favor of the Pass Through Trustees, who in turn issued the Pass
Through Trust Certificates.  The owner lessors' interests in the
Facilities and in the Leases are pledged to the Lease Indenture
Trustee on behalf of the PTC Holders to secure payments owed on
the Lessor Notes, which payments in turn are applied to the PTCs.

According to Mr. Lamberson, Mirant Mid-Atlantic and other Debtors
undertook important obligations that are essential to preserving
the value of the underlying Facilities and protecting the rights
and interests of the PTC Holders and the Trustee.  These
obligations, include, without limitation, providing important
financial information and inspection rights regarding Mirant Mid-
Atlantic and its affiliates, and other obligations.

Pursuant to the Pass Through Trust Agreements and the
Participation Agreements, Mirant Mid-Atlantic is required to
provide, among other things, unaudited quarterly financial
statements and information required to be delivered pursuant to
Rule 144(A)(d)(4) under the Securities Act of 1933 to the Trustee
within 60 days after the end of the first three fiscal quarters
of each year.

Mr. Lamberson reports that Mirant Mid-Atlantic failed to comply
with these obligations for the first and second quarters of 2003.  
In fact, Mirant Mid-Atlantic also failed to file the first and
second quarter financial information with the Securities and
Exchange Commission.  On August 28, 2003, Mirant Mid-Atlantic
announced that it will no longer file financials with the SEC.

Mr. Lamberson notes that to trigger an Event of Default under the
Leases, the Trustee must send the Notice to Mirant Mid-Atlantic.  
The Trustee acknowledges that it is required to seek further
relief from the automatic stay to actually exercise any of the
rights and remedies against the Debtors that may ultimately flow
from the sending of the Notice to the Debtors.  The Trustee only
seeks to send the Notice to Mirant Mid-Atlantic.

Mr. Lamberson asserts that Mirant Mid-Atlantic is in fact on
constructive notice of the defaults.  During the hearing for the
Debtors' request to extend their lease decision period on
September 10, 2003, the Court ordered the Debtors to cooperate
with the Trustee's requests for information.  Since the hearing,
in addition to numerous informal requests, the Trustee delivered
formal letters to the Debtors dated September 22 and 29, 2003
specifically requesting the required financial information.  
However, the Trustee has yet to receive any of the requested
information, although the Debtors just provided the Trustee with
access to a long-promised "web site" on November 3, 2003.  While
the web site provides access to a significant amount of
information, it does not contain the delinquent financial
information.  The web site does not also contain other
information requested, including, bases for terminating employees
at the Morgantown and Dickerson plants, risk management
information and information related to the operations and
maintenance at the Morgantown and Dickerson plants.  In any
event, in light of the Debtors' continuing defaults under the
Lease Documents, and failure to provide the delinquent
information, despite the Court's direction at the September 10th
hearing, the Trustee is compelled to proceed with its request,
out of abundance of caution.

Mr. Lamberson explains that the Trustee merely seeks to avoid
expensive and unnecessary litigation with the Debtors.  
Furthermore, Mirant Mid-Atlantic will not be prejudiced by a stay
relief since the Notice will only provide formal notice to the
Debtors of their default. (Mirant Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRANT: Asks Court Okay to Implement Key Employee Retention Plan
----------------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
the Mirant Corp. Debtors seek the Court's authority to implement
Phase I of their Key Employee Retention Program.

As is typical for all Chapter 11 debtors operating as a going
concern, the reorganization process is an uncertain and stressful
time for a debtor's employees.  To reassure employees of their
continued value to the debtor and their importance to the
reorganization process, a debtor generally implements certain
initiatives to protect employees, including payment of
prepetition wages and expenses.  These initiatives are justified
by the recognition that employees are a necessary -- if not the
most important -- component to the preservation and enhancement
of the value of the estate for the benefit of all interested
parties.

Similarly, Ian T. Peck, Esq., at Haynes and Boone LLP, in Dallas,
Texas, relates that the Debtors' senior management team is
concerned about their ability to maximize the value of these
estates without the services of certain high-performing employees
-- employees who occupy important roles and who know and
intimately understand the Debtors' business, operations, systems,
vendors, partners and stakeholders.  The Debtors believe that any
loss of Key Employees could have disastrous effects on their
ability to accomplish their reorganization goals.

          Development of an Overall Retention Program

In an effort to maintain the managerial consistency that is
crucial to achieving quality and profitability in a highly
complex business, the Debtors retained Mellon Consultants, Inc.,
as compensation experts to assist them in developing and
ultimately supporting the proposed KERP for about 90 key
employees.  

Based on their review of the Debtors' current compensation plan,
Mellon worked with the Debtors and their financial and legal
advisors to develop a KERP addressing the Debtors' specific
retention needs in a way that was efficient, effective and
consistent with approaches used by other companies in similar
circumstances.  Accordingly, with the assistance of their
advisors, the Debtors undertook an analysis of the retention
plans implemented by other large companies restructuring or that
have restructured under Chapter 11.  Based on this benchmarking
analysis, Mr. Peck tells the Court that the Debtors and their
advisors then developed an overall retention program that
incorporates competitive compensation targets and the most
effective components of the plans used in other Chapter 11 cases.

                The Key Employee Retention Program

The proposed KERP consists of two phases.  Phase I entails the
implementation of stay bonus designed to provide an incentive to
certain key employees, exclusive of the Chief Executive Officer
and the Management Council.  Phase II, which will be subject to a
future motion, entails the implementation of performance-based
bonuses for the Chief Executive Officer and Management Council
and certain other employees otherwise receiving reduced stay
bonuses under Phase I, and enhanced severance for all key
employees participating under either Phase I or Phase II.  The
Compensation Committee of Mirant's Board of Directors has
approved Phase I of the KERP.

The salient provisions of the proposed KERP are:

A. Eligibility

   To be considered for the KERP, the employee had to meet at
   least two of these factors:

   (a) whether the employee's departure would have critically
       impaired the Debtors' ability to conduct business on an
       ongoing basis;

   (b) whether the costs associated with seeking a replacement
       employee would be costly or the employee was one who was
       difficult to replace because of the employees'
       specialized skills or a shortage of comparable skills in
       the market;

   (c) whether the employee was deemed necessary to preserve,
       enhance and realize the highest enterprise value for the
       benefit of creditors and interested parties; and

   (d) whether the employee was likely to have alternative
       attractive employment options with more security and less
       uncertainty.

B. Organization Tiers

   Treatment of Key Employees are divided into six
   organizational tiers, segmented by current salary grades:

   Tier 1 -- Chief Executive Officer
   Tier 2 -- Management Council
   Tier 3 -- Vice Presidents
   Tier 4 -- Department Directors
   Tier 5 -- Managers
   Tier 6 -- Individual Contributors

C. Phase I

   Phase I involves the implementation of a stay bonus to
   provide an incentive to Key Employees to continue their
   employment with the Debtors during these Chapter 11 cases.  
   Only employees in Tiers 3, 4, 5 and 6 are eligible to
   participate in Phase I.  The Stay Bonus payments will be
   paid in cash on this schedule:

                                Percentage of
   Tier    Date of Payment       Base Salary     Total Award
   ----    ---------------      -------------    -----------
    3      June 30, 2004            10%             20%
           December 31, 2004        10%

    4      June 30, 2004            16.7%           50%
           December 31, 2004        16.7%
           Plan Confirmation        16.7

    5      June 30, 2004            13.3%           40%
           December 31, 2004        13.3%
           Plan Confirmation        13.3%

    6      June 30, 2004            10%             30%
           December 31, 2004        10%
           Plan Confirmation        10%

   Stay Bonus payments will be paid to eligible participants on
   the specific payout dates.  In addition, the amounts to be
   paid out at plan confirmation will be doubled if the Debtors
   confirm a plan of reorganization prior to March 31, 2005 and
   one and a half times the designated amounts if the Debtor
   confirm a plan prior to June 30, 2005.

   Employees who voluntarily resign or are terminated for cause
   forfeit any remaining or unpaid Stay Bonus payments.  
   Employees terminated other than for cause will receive a pro
   rata payment of the next unpaid Stay Bonus based on the date
   of termination.  Any portion of the Stay Bonus budget
   forfeited by participants will remain available for new
   participants.

   The estimated aggregate bonus payments available to any given
   employee under Phase I range between $19,000 and $85,000.  
   The estimated cost of Phase I, including the Plan
   Confirmation Bonus, is $3,800,000.  If the Confirmation Bonus
   is excluded, the estimated aggregate cost of Phase I is
   $2,800,000.  If the Debtors confirm a plan prior to March 31,
   2005, then an additional $1,000,000 will be added to the
   estimated cost and $500,000 if the Plan is confirmed prior to
   June 30, 2005.

Mr. Peck contends that Phase I should be approved since the KERP
was designed to provide the Debtors' Key Employees with
competitive financial incentive to, among other things:

   (a) remain in their current positions with the Debtors
       through the Effective Date of the Plan;

   (b) assume the additional administrative and operational
       burdens imposed on the Debtors by these Chapter 11 cases;
       and

   (c) use their best efforts to improve the Debtors' financial
       performance and facilitate their successful
       reorganization. (Mirant Bankruptcy News, Issue No. 19;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL BENEVOLENT: Wrestling with Creditors as Talks Continue
---------------------------------------------------------------
The National Benevolent Association said that, while it continues
to try to negotiate with its existing creditors, there remain
substantial differences between the parties.

These include, among others, creditor demands that NBA
substantially increase revenue and cash flow from its senior
living facilities through increased fees and further reductions in
business-unit expenses. Additionally, the creditors demanded that
NBA retain a third-party professional manager for all, or
substantially all, of its senior living facilities.

NBA considered the creditors' proposal and interviewed three
firms. It then decided not to proceed with the creditors' demands,
which it estimated would add approximately $5 million to its
annual budget, result in the need to add unneeded management to
fiscally healthy units and replace an already functioning
information technology contract.

NBA has reported substantial increases in cash flow since both
commencing an operational restructuring program 18 months ago and
entering into talks with its creditors in September. While NBA's
operating restructure has resulted in substantial cash flow
increases due to rate increases, expense controls and sales and
closings of underperforming facilities, the creditors believe NBA
should commence a program both to dramatically increase fees to
residents and to impose strict limitations on future expense
increases. These demands are inconsistent with industry trends and
the competitive nature of the industry in NBA's markets and
throughout the country.

In various communications to the bondholders for which it serves
as trustee, UMB Bank, n.a., has stated that creditors with whom
NBA has been negotiating do not believe that a debt restructuring
is required.

After a review of its own business plans and those prepared by
consultants for the trustee, NBA continues to believe that a
substantial reduction in debt is required at this time. NBA will
continue to seek a restructuring that includes a reduction in debt
that allows both for the continued viability of the organization
and its mission of serving older adults, at-risk children and
families, and people with disabilities.

There can be no assurance that NBA will reach any agreement with
KBC Bank, N.V., UMB, as trustee, the bondholders, First Bank, or
the other banks party to the letter of credit facility with KBC.

Headquartered in St. Louis, NBA operates more than 90 facilities
in 20 states and provides healthcare and community services and/or
housing for 22,000 older adults, at-risk children and families and
people with disabilities, the vast majority of whom are at or
below the poverty level. NBA has approximately 3,000 employees.

As previously reported, Fitch Ratings downgraded NBA's $149
million outstanding debt to 'DDD' from 'B-'. A 'DDD' rating
indicates default and entities rated in this category have
defaulted on some or all of their obligations. Entities rated
'DDD' have the highest prospect for resumption of performance or
continued operation with or without formal reorganization process.
However, expected recovery values are highly speculative and
cannot be estimated with any precision. The bonds remain on Rating
Watch Negative.


NATIONAL RADIATOR: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: National Radiator, Inc.
        aka ACF Imports, Inc.
        aka ACF Heat Transfer Components
        aka ACF Holdings, Inc.
        389 East Third Street
        Mount Vernon, New York 10550

Bankruptcy Case No.: 04-22120

Type of Business: Distributor of automotive radiators, fuel
                  tanks, condensers.

Chapter 11 Petition Date: January 23, 2004

Court: Southern District of New York (White Plains)

Debtor's Counsel: Jeffrey A. Wurst, Esq.
                  Ruskin Moscou Faltischek, P.C.
                  170 Old County Road
                  Mineola, NY 11501
                  Tel: 516-663-6535
                  Fax: 516-663-6678

Total Assets: $4,059,109

Total Debts:  $5,413,461

Debtor's 19 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
CH Radiator                            $1,198,101
5/3 Group 14, Kingkaew Rd.
Rachathava, Bankpree
Samutprakarn, Thailand 10540

CAIEC                                  $1,141,666
2nd F/L Tianjian Tower
#2 Yuan, Hui Xin Nan LI
Chaoyang District
Beijing, China 100029

CH Thermo Co., LTD                       $444,520
5/3 Group/ 14 Kingkaew Rd
Rachatava, Bangpree
Samutphakarn, Thai 10540

BEHR Climate Systems, Inc.               $293,510
Lockbox #905319
Charlotte, NC 28290

BAM Components America, Inc.             $267,286
B527 Tiankelong Business Bldg.
34 Bldg., Nongguangdongli
Chao Yank District
Beijing, China

RADPHIL                                  $264,799
Canlubang Silangan Industrial
Canlubang, Calamba
Laguna, Philippines

CSF, Inc.                                $129,525

Spectra Premium                          $105,940

United States Treasury                    $64,983

Shandong Machinery                        $52,912

CH Vatanayont LTD                         $41,338

Visteon Climate Control System            $41,001

Long Manufacturing Ltd.                   $20,580

WS Empire LLC/AEN Properties              $19,600

GM Service Parts Operations               $17,507

General Motors Corporation                $17,507

St. Laurent Packaging Corp.               $15,082

P/O Radiator                              $14,487

FEDEX TRADE NETWORKS                      $11,574


NATIONAL STEEL: Seeks to Reclassify 65 Claims to Correct Debtors
----------------------------------------------------------------
National Steel Corporation and its debtor-affiliates ask the Court
to reclassify 65 claims, totaling $3,028,754, so as to assert
liability against the proper Debtor.

The Reclassified Claims include:

Creditor          Claim No.   Asserted Debtor    Proper Debtor
--------          ---------   ---------------    -------------
Anderson Fuel &     3883      National Steel     National Steel
Lubricants                    Corporation        Pellet Company

Beelman Truck Co.   4158      Granite City       National Steel
                              Steel Company      Corporation

Bull Transport      5045      Great Lakes Steel  National Steel
Inc.                          Corporation        Corporation

Dubois Chemicals    1707      Granite City       National Steel
                              Steel Company      Corporation

Hilla, Vernon       4201      American Steel     National Steel
                              Corporation        Corporation

The Technologies      36      Granite City       National Steel
                              Steel Company      Corporation

Wilson, Thomas      4231      Granite City       National Steel
                              Steel Company      Corporation

                   Amended & Superseded Claims

The Debtors also ask Judge Squires to disallow six claims that
represent amendments to previously filed claims:

                          Disallowed   Surviving          
Creditor                  Claim        Claim              Amount
--------                  ----------   ---------          ------
EES Coke Battery LLC         5355        5444       unliquidated
Ervin Leasing Company         138        5385             $1,706
Info-Lite Corp.               706         184                784
K&D Industrial Services      5388        5442            115,602
Ruan Leasing Company         5302        5387            141,902
Ruan Leasing Company         5387        5437            141,902

The amended and superseded claims total $396,675.

                No Supporting Documentation Claims

The Debtors determined that 12 Proofs of Claim contain no
documentation to support the amount or validity of the claim
asserted.  Thus, the Debtors ask the Court to disallow and
expunge the No Supporting Documentation Claims in their entirety.

The No Supporting Documentation Claims are:

   Creditor                          Claim No.    Claim Amount
   --------                          ---------    ------------
   Comerica Bank                       2241       unliquidated
   Edwards High Vacuum Equipment        720               $479
   Hireright.com, Inc.                  319                 50
   Inter-net Transportation, Inc.       633                400
   International Library Systems       2652                288
   Jameco Electronics, Inc.             247                563
   Lilly Air Systems                    858                216
   Loggins Logistics, Inc.              828                768
   New Opportunities, Inc.              812                 40
   Pope Trucking, Inc.                 2302                916
   Ramada Inn Downriver                1844                143
   Richard Copp Transport              1096                350

                         Duplicate Claims

The Debtors ask the Court to disallow and expunge six claims
asserting duplicate claims for the same liability:

                           Disallowed     Surviving       
Creditor                   Claim          Claim           Amount
--------                   ----------     ---------       ------
Ace Doran Hauling &           1128            374        $29,279
   Rigging Co.
Green Lines Transportation     241           2165         10,292
Kubota Metal Corporation      4040           4043        177,759
Kubota Metal Corporation      4041           4043        177,759
Metro East Sanitary           4927            149   unliquidated
   District
Mteso Minerals Bulk           4126           1544         59,940
   Material Handling

                          No Basis Claims

The Debtors determined that 16 Proofs of Claim have not listed a
basis for the claim and contain no documentation to support the
amount or validity of the claim asserted.  Accordingly, the
Debtors ask Judge Squires to disallow and expunge these claims in
their entirety:

   Creditor                          Claim No.    Claim Amount
   --------                          ---------    ------------
   Atterberry, Bernice                  1258      unliquidated
   Buono, Ralph                           42      unliquidated
   Dupain, Donald                       3474      unliquidated
   Foster, Bessie                       1168      unliquidated
   Gazia, Joseph                        2999      unliquidated
   Jones, Velva                         1796      unliquidated
   Jurosko, John                        4086      unliquidated
   Krueger, A.A.                        4275      unliquidated
   McCurry, Ann                         1913      unliquidated
   Mowder, Clarence                      298      unliquidated
   News Democrat                         533                $0
   Nordmann, Edward                      803      unliquidated
   Sutherin, Lora                       1751      unliquidated
   Tassey, Frank                        1850      unliquidated
   Veltri, Marco                        2500      unliquidated
   Veltri, Theresa                      2560      unliquidated

        No Signature & No Supporting Documentation Claims

Certain claims were not executed and contained no documentation
to support the amount or validity of the claim asserted.  The
Debtors determine that 14 No Signature Claims do not comport with
Rule 3001(c) of the Federal Rules of Bankruptcy Procedure, which
requires that "when a claim, or an interest in property of the
debtor securing the claim, is based on a writing, the original or
duplicate will be filed with the proof of claim."

The Debtors object to these No Signature Claims and ask the Court
to disallow and expunge them in their entirety:

   Creditor                          Claim No.    Claim Amount
   --------                          ---------    ------------
   Alberg, Allan                       1575       unliquidated
   Bingiel, Audrae                      628       unliquidated
   Cronin, Charles                      362       unliquidated
   Fish, Flora                          335       unliquidated
   Harris, Robert                      1121       unliquidated
   Hoge, Patricia                      1313       unliquidated
   McNerney, Ruth                       282       unliquidated
   Mertz, Mary                         1903       unliquidated
   Owens, Mildred                       818       unliquidated
   Poma, Joseph                         835       unliquidated
   Ridoile, Richard                    1059       unliquidated
   Rupert, Lenora                      1828       unliquidated
   Swain, James                         407       unliquidated
   Waskevich, John                      314       unliquidated

        No Signature with Supporting Documentation Claims

The Debtors determined that five Proofs of Claim filed against
them were not executed.  Thus, the Debtors ask the Court to
disallow and expunge these claims in their entirety:

   Creditor                          Claim No.    Claim Amount
   --------                          ---------    ------------
   Chase-Nedrow Manufacturing, Inc.    2172       unliquidated
   Ordecha, Josephine                  2009       unliquidated
   SSC Freightways, Inc.               4132            $12,174
   SSC Freightways, Inc.               4131             12,174
   Williams, Joyce                     1438       unliquidated

                Duplicate/Different Debtor Claims

The Debtors object to 192 Proofs of Claim, totaling $329,265,684,
which assert duplicate claims for a single liability.  The
Claimants filed identical claims asserting the same claim against
different Debtors.  The Duplicate/Different Debtor Claims
include:

                  Disallowed   Disallowed   Surviving   Surviving
Creditor           Claim No.     Amount     Claim No.    Amount
--------          ----------   ----------   ---------   ---------
Kupinski, Kenneth    2960        $250,000      2961      $250,000
                     2962         250,000      2961       250,000
Mazur, Agnes         3868       2,000,000      3867     2,000,000
                     3869       2,000,000      3867     2,000,000
Mazur, Leonard       3870     150,000,000      3866   150,000,000
                     3871     150,000,000      3866   150,000,000
Mick, Kenneth        3652         150,000      3654       150,000
                     3653         150,000      3654       150,000
Mid-American
   Gunite, Inc.      3508         227,738      3509       227,738
                     3510         227,738      3509       227,738
                     3511         227,738      3509       227,738
                     3512         227,738      3509       227,738
                     3513         227,738      3509       227,738
                     3514         227,738      3509       227,738
                     4514         227,738      3509       227,738
Mizuho Corporate
   Bank Ltd          3716       2,333,248      3717     2,333,248
Roosborough-
   Remacor LLC         81         400,422        81       400,422
                     5073         303,652      5046       303,651
Thiessen, Bernice    3689       7,000,000      3688     7,000,000
                     3690       7,000,000      3688     7,000,000

The Debtors ask the Court to reclassify these Duplicate/Different
Debtor Claims as claims asserted against National Steel and not
against any of its affiliates or subsidiaries. (National Steel
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NATIONSRENT INC: Wants Court to Disallow 21 Duplicate Claims
------------------------------------------------------------
NationsRent Inc. and its debtor-affiliates discovered 21
additional proofs of claim that are exact duplicates of other
proofs of claim filed by creditors. The Duplicate Claims with
liquidated amounts are:

                               Remaining   Duplicate     Claim
Claimant                       Claim No.   Claim No.     Amount
--------                       ---------   ---------   ---------
Acme Lock & Key Service           3109       3110         $6,164
Auberry, Mark                     3515       3536      3,000,000
Auberry, Mark                     3514       3538      3,000,000
Auberry, Billie Jo                3516       3537      1,000,000
Auberry, Billie Jo                3517       3539      1,000,000
Mendez, Castor                     535       1190      2,000,000
Munro, Kevin                      3120       3127        150,000
National Labor Relations Board    2682       3113            717
Usher, Jonathan G.                2319       3503         48,462

Because claimants are entitled only to a single claim, if any,
with respect to the liabilities asserted in the Duplicate Claims,
the Duplicate Claims overstate the Debtors' actual obligations,
if any, to the claimants.

Therefore, the Debtors ask the Court to disallow and expunge the
Duplicate Claims. (NationsRent Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONSRX INC: Former Auditors Raise Going Concern Doubts
---------------------------------------------------------
On Nov 24, 2003, NationsRx Inc., received notice that Beckstead
and Watts, LLP  resigned as the Company's principal auditor.

The report of Beckstead on NationRx' financial statements for the
fiscal year ended December 31, 2002 included a paragraph on the
uncertainty of the Company to continue as a going concern as
follows:

"The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern, which
contemplates the recoverability of assets and the satisfaction of
liabilities in the normal course of business. As noted above, the
Company is in the development stage and, accordingly, has not yet
generated a proven history of operations. Since its inception, the
Company has been engaged substantially in financing activities and
developing its product line, incurring substantial costs and
expenses. As a result, the Company incurred accumulated net losses
through the year ended December 31, 2002 of $2,271,080. In
addition, the Company's development activities since inception
have been financially sustained by capital contributions.

The ability of the Company to continue as a going concern is
dependent upon its ability to raise additional capital from the
sale of common stock and, ultimately, the achievement of
significant operating results. The accompanying financial
statements do not include any adjustments that might be required
should the Company be unable to recover the value of its assets or
satisfy its liabilities."

NationsRx has appointed HJ & Associates, LLC 50 South Main, Suite
1450, Salt Lake City, Utah 84144, as its independent accountants
for the fiscal year ending December 31, 2003. The decision to
accept the engagement of HJ & Associates was approved by the Audit
Committee of the Board of Directors on December 19th, 2003. HJ &
Associates will be performing the annual audit of the Company's
financial statements for the year ending December 31, 2003 and was
engaged by the Company on Dec 1st, 2003.


NATIONSRX INC: Brings-In Two New Directors to Board
---------------------------------------------------
On December 19, 2003, the Board of Directors of NationsRx Inc.
appointed Frank Mashburn and Karl J. Harz as directors.

Mr. Mashburn provides the Company with over 25 years of direct
industry experience as a Senior Officer of several ventures
including TERA Corporation, ScreenPhone.net Inc. and Antares
Resources Corporation, combined with various senior
telecommunications, manufacturing and marketing assignments,
throughout the US, England, India and the Philippines, as Senior
International project manager with Bechtel Inc., one of the
world's largest privately held engineering and construction firms.
Mr. Mashburn has developed management and organizational skills
through organizing and operating various organizations throughout
his career. Mr. Mashburn began his career in the US ARMY and
graduated from the US Military Academy at West Point. Mr. Mashburn
is a US Army Ranger, Green Beret, former member of the US ARMY
Special Operations Group and served two tours in Vietnam.

Mr. Harz has an extensive background in both sales and finance
including Personal Financial Planning and Conventional and Private
Real Estate Funding. Mr. Harz has previously been instrumental in
the development and management of several major corporations
including Transitional Housing Inc., a contract that was awarded
through the Department of Justice: Province Service Corporation, a
servicing arm of the mortgage companies; and presently,
Alternative Funding Sources, Inc. a web based mortgage brokerage
company (http://www.2hotreps.com/).Mr. Harz has managed and  
coordinated several major sales organizations with an emphasis on
Hotel properties, Trust Deed investments, Limited Partnership
interests, and Security products. Presently, Mr. Harz holds a
California Real Estate Broker License and has held L&D Insurance
Broker's license along with Series 22 and 63 Licenses as an NASD
Registered Representative.   Mr. Harz attended Fairleigh Dickinson
University in Teaneck, N.J., and graduated with a Bachelor of
Science in Marketing and a Masters in Business Administration. He
has been active in all aspects of sports and fitness to include:
winning the Amateur Athletic Union Championship in the All-Arounds
events while competing for the New York Athletic Club; selected to
receive the Certificate of Achievement and named to the 1972 All
American Men's Track and Field Team; and, presently still competes
in the Masters/Senior Division for track and field. Mr. Harz has
been involved with several health/medical companies, in
conjunction with his wife who has a Masters Degree in Nursing and
a Ph.D. in Education from UCLA.

On December 19, 2003, the Board of Directors of the Company
appointed Gary Campbell CEO/Secretary, Frank Mashburn President,
and Karl J. Harz CFO.

Also on that day, NationsRx accepted the resignations of David
Rykbos, K. Arndt Erdmann, Douglas Pick, and Tim Carda as directors
of the Company. The Directors left the Company to devote their
energies to running the private company with which NationsRx has a
licensing agreement.

The Company also accepted the resignation of David Rykbos as
President/Secretary of NationsRx. Mr. Rykbos left the Company to
pursue the business interest described above.


NBTY INC: FY 2004 First-Quarter Results Reflect Solid Growth
------------------------------------------------------------
NBTY, Inc. (NYSE: NTY) -- http://www.NBTY.com/-- a leading  
manufacturer and marketer of nutritional supplements, announced
record results for the fiscal first quarter ended December 31,
2003.

For the fiscal first quarter ended December 31, 2003, sales
increased 60% to $385 million, compared to $241 million for the
fiscal first quarter ended December 31, 2002. Net income for the
fiscal first quarter rose 42% to $24 million, or $0.34 per diluted
share, compared to net income of $17 million, or $0.24 per diluted
share, for the comparable prior period.

Results for the fiscal first quarter reflect increased sales
across all of the Company's divisions and include the results of
Rexall businesses acquired in July 2003. Rexall product lines
recorded sales of $75 million. Without such product lines, sales
would have increased 29% for the fiscal first quarter.

In this fiscal quarter, NBTY refinanced $224 million of Term B
loans outstanding under its July 2003 credit agreement with a new
class of Term C loans on more favorable terms, LIBOR plus 2%.
NBTY's $375 million credit facility consisted of a $100 million
revolving credit line, $50 million Term A loans and $225 million
Term B loans. The Company repaid $24 million of Term A loans in
the fiscal first quarter ended December 31, 2003 and an additional
$10 million in January 2004.

            OPERATIONS FOR THE FISCAL FIRST QUARTER
                     ENDED DECEMBER 31, 2003

The US Nutrition wholesale division, which operates Nature's
Bounty and Rexall, increased its sales 142% to $179 million,
compared with $74 million for the comparable prior period. Sales
results include $75 million from Rexall product lines, such as
Osteo Bi-Flex(R), MET-Rx(R), Sundown(R) and Carb Solutions(R).
These sales include a charge of approximately $15 million for
returns associated with Rexall's pre-acquisition sales ($11
million of actual returns and $4 million of anticipated returns).
The Company has maintained Rexall's retail shelf space and
optimizes that space by replacing slow-moving Rexall products with
faster-selling, better value Rexall and Nature's Bounty products.

US Nutrition's results reflect the synergies resulting from the
Rexall integration as well as sustained growth in mass market
sales. NBTY continues to increase its wholesale presence in the
nutritional supplement marketplace and to leverage valuable
consumer sales information from its Vitamin World and Puritan's
Pride direct-response/e-commerce operations in order to provide
its mass-market customers with data and analyses to drive sales.

Vitamin World sales for the fiscal first quarter increased 6% to
$53 million, from $50 million in the comparable prior period.
Vitamin World operations achieved profitability in the fiscal
first quarter and EBITDA (as defined in non-GAAP financial
measures below) increased to $3.4 million from $1.3 million for
the fiscal first quarter a year ago. Same store sales increased
7%. During the fiscal first quarter Vitamin World opened 11 new
stores, closed one store and at the end of the quarter operated
543 stores.

NBTY's European retail sales for the fiscal first quarter
increased 42% to $117 million from $83 million for the fiscal
first quarter a year ago. This increase includes sales generated
by the 51 GNC stores in the UK and 67 DeTuinen stores in the
Netherlands that NBTY acquired in fiscal 2003. GNC (UK) and
DeTuinen generated sales of $9 million and $11 million,
respectively, for the fiscal first quarter. The combined results
of GNC (UK) and DeTuinen were profitable. During the fiscal first
quarter, the Company's European retail division opened 7 new
stores and at the end of the quarter operated 596 stores in the
UK, Ireland and the Netherlands.

Holland & Barrett's same store sales for the fiscal first quarter
increased 16%. This result includes the positive effect of the
strong British pound. Without the effect of foreign exchange,
Holland & Barrett same store sales increased 7%.

Puritan's Pride direct response/e-commerce sales for the fiscal
first quarter increased 3% to $35 million from $34 million for the
fiscal first quarter a year ago. Puritan's Pride on-line sales
increased 51% for the fiscal first quarter and comprised 20% of
all Puritan's Pride sales for this fiscal first quarter. NBTY
remains the leader in the direct response and e-commerce sector
and continues to increase the number of products available via its
catalog and websites.

NBTY Chairman and CEO, Scott Rudolph, said: "We are pleased to
report a record quarter with sales increases across all divisions.
The integration of Rexall is on target. We are confident in the
long-term outlook for the Company and anticipate continued growth
in revenue and market share for NBTY."

NBTY (S&P, BB Corporate Credit Rating, Negative) is a leading
vertically integrated U.S. manufacturer and distributor of a broad
line of high-quality, value-priced nutritional supplements in the
United States and throughout the world. The Company markets
approximately 1,500 products under several brands, including
Nature's Bounty(R), Vitamin World(R), Puritan's Pride(R), Holland
& Barrett(R), Rexall(R), Sundown(R), American Health(R) and GNC
(UK)(R).


NIMBUS GROUP: Intends to Acquire 51% Stake in Fragex S.A.R.L.
-------------------------------------------------------------
Nimbus Group, Inc., (Amex: NMC) entered into a letter of intent
with Fragex S.A.R.L., a French developer of cosmetics and
fragrances for major international brands based in Paris, to
acquire a majority stake in the French company.

Nimbus Group Inc. intends to take a 51% stake in Fragex for 1.155
million shares of Nimbus' restricted common stock, approximately
15% of the outstanding shares of Nimbus Group, Inc.

Fragex, specializes in developing cosmetics and fragrances for
major brand names in Europe and Asia. Fragex, in business since
2000, had sales of 2.4 million euros (approx. US$3 million) in
2003 and owns proprietary designs for personal care products
including unique glass and plastic molds for fragrances.

Patrice Henry, Managing Director of Fragex who will continue to
head the operation in Paris, said, "Over the years, Fragex has
succeeded in building a strong and valuable base of customers that
utilize our exceptional resources to deliver a turnkey product. We
have created a one-of-a-kind niche in a growing industry by
facilitating the creation of brand-name cosmetics and fragrances
without the client having to invest large capital normally
associated with such development costs."

"This association presents a unique opportunity for Nimbus," said
Lucien Lallouz, President and CEO of Nimbus Group, Inc. "We
believe that Nimbus should benefit substantially from the
infrastructure and resources that Fragex brings to this
transaction. The acquisition of Fragex will give Nimbus the
correct combination of personnel, and assets which will enable us
to meet the qualification standards of listing on the American
Stock Exchange earlier than planned."

Nimbus specializes in licensing and developing fine fragrances and
skincare cosmetics worldwide. We currently license and market
brands such as Phantom(R) fragrances and Cara Mia(TM) total skin
care system.

Fragex is a French developer of cosmetics and fragrances for major
international brands based in Paris. The Company specializes in
providing a turnkey product to brand owners worldwide.

                           *   *   *

As reported in the Troubled Company Reporter's October 23, 2003
edition, Nimbus Group, Inc. dismissed Rachlin, Cohen & Holtz, LLP
as Nimbus Groups' independent accountant, effective October 15,
2003.

The Company has replaced RCH with Berkovitz, Lago & Company, LLP,
effective October 15, 2003. BLC served as the independent
accountant for the Company prior to RCH. RCH was originally
engaged due to its relationship with the Company's interim chief
financial officer. As the Company's interim chief financial
officer is no longer with Nimbus Group, the Company has decided to
re-engage BLC.

RCH served as the Company's independent accountant from August 6,
2003 through the dismissal date and had not provided any report on
the financial statements of the Company.  The decision to dismiss
RCH was recommended by management of the Company and approved by
its Audit Committee.

Effective October 14, 2003, Nimbus Group engaged the accounting
firm of BLC as its new independent accountants to audit the
Company's financial statements for the proximate fiscal year end.

The report of BLC on the financial statements of Nimbus Group for
the past fiscal year contained an explanatory paragraph wherein
BLC expressed substantial doubt about the Company's ability to
continue as a going concern.


NORAMPAC INC: Reports Significant Decline in 4th-Quarter Results
----------------------------------------------------------------
Norampac Inc., reports net earnings of $2.7 million for the fourth
quarter of 2003, compared to net earnings of $17 million for the
same quarter in 2002. For the year ended December 31, 2003, net
earnings amounted to $31 million, compared to net earnings of $69
million for 2002.

Net sales for the fourth quarter were $270 million, compared to
$298 million for the same quarter in 2002. The decrease in net
sales for the fourth quarter is mostly attributable to lower
average net selling prices for both containerboard and corrugated
products segments. Shipments of containerboard were down 2% in the
fourth quarter of 2003, compared to the same quarter in 2002.
Shipments of corrugated products, not taking into account the
Schenectady recently acquired converting facilities, were up 2% in
the fourth quarter of 2003, compared to the same quarter of 2002.
For the year ended December 31, 2003, net sales amounted to the
same level as last year at $1.2 billion despite additional volume
from the recently acquired Schenectady converting facilities which
has been again offset by lower average net selling prices. For
2003, the Company's integration level based on its North American
sales was approximately 61%.

Operating earnings before financial expenses, taxes, depreciation
and amortization amounted to $31 million in the fourth quarter of
2003, compared to $54 million for the corresponding quarter in
2002. The decrease comes mainly from the containerboard segment
due to lower average net selling prices partially offset by a 13%
decrease in fibre costs. For the year ended December 31, 2003,
operating earnings before financial expenses, taxes, depreciation
and amortization amounted to $159 million, a decrease of $52
million compared to 2002. Again, lower average net selling prices
for both containerboard and corrugated products segments explain
mainly that decrease.

                     Quarterly Highlights

    -   Due to a stronger Canadian dollar, average reported net
        Canadian selling prices were lower in both containerboard
        and corrugated products segments;

    -   The Company's North American primary mill capacity
        utilization rates was approximately 90% down from 91% in
        2002; and

    -   The Company's North American integration level increased
        to 60% up from 59% in 2002.

Norampac's North American primary mill capacity utilisation rates
for the 4th quarter and the year were approximately 90% and 92%
respectively.

Commenting on the results, Mr. Marc-Andre Depin, President and
Chief Executive Officer, stated: "The 2003 year has been
challenging for the containerboard segment mainly because of a
weak demand and a stronger Canadian dollar, which both impacted
the average reported net selling prices. However, due to lower
inventory levels and an increase in corrugated products demand,
we just announced to our customers a price increase of US$ 50 per
short ton, to be effective February 23, 2004. This will help
improve our profitability for the future quarters."

Norampac (S&P, BB+ Long-Term Corporate Credit Rating, Stable
Outlook) owns eight containerboard mills and twenty-five
corrugated product plants in the United States, Canada and France.
With an annual production capacity of more than 1.6 million short
tons, Norampac is the largest containerboard producer in Canada
and the 7th largest in North America. Norampac, which is also a
major Canadian manufacturer of corrugated products, is a joint
venture company owned by Domtar Inc. (symbol: DTC-TSE) and
Cascades Inc. (symbol: CAS-TSE).


NORTEL NETWORKS: Talking with Flextronics to Sell Certain Assets
----------------------------------------------------------------
Flextronics (Nasdaq: FLEX) is in discussions with Nortel Networks
(NYSE/TSX:NT) relating to a proposed relationship, whereby Nortel
Networks would divest nearly all of its remaining optical,
wireless and enterprise manufacturing operations and related
supply chain activities to Flextronics.

While subject to on-going discussions, it is currently anticipated
that Nortel Networks' Systems Houses activities in Montreal and
Calgary (Canada); Campinas (Brazil); Monkstown (Northern Ireland);
and Chateaudun (France) would be transferred to Flextronics.
Flextronics would assume all the systems integration activities,
including the final assembly, testing, and repair operations
carried out in these locations along with related activities,
including the management of the supply chain and related suppliers
for these locations.

Flextronics is expected, if discussions are successful, to also be
consolidating and providing full-service supply chain offerings
including printed circuit board assembly, fabrication of printed
circuit boards and enclosures, along with logistics and repair
services supported from Flextronics industrial parks on at least
four different continents.

"This proposed transaction would solidify Flextronics as the
leader in the infrastructure market," said Michael E. Marks, chief
executive officer of Flextronics. He added, "The significant
increase of complex, multi-technology network solutions including
carrier grade products, would accomplish a long- standing company
initiative to better balance our product mix and reduce
seasonality."

"We are pleased that Nortel Networks has recognized that
Flextronics has the supply-chain capabilities to meet their time-
to-market, quality and cost reduction objectives," stated Mike
McNamara, chief operations officer of Flextronics.

The successful completion of these arrangements would result in
Flextronics undertaking and managing in excess of US$2 billion of
Nortel Networks annual cost of sales on a going-forward basis.
Flextronics anticipates that it would pay Nortel Networks in
excess of US$500 million in cash over a nine-month period,
primarily for inventory and certain manufacturing assets, as well
as an additional amount, for certain intangible assets.

"The resulting financial impact would be accretive to Flextronics
in the first year of an agreement," said Robert Dykes, president,
systems group and chief financial officer of Flextronics. He
added, "The Company has adequate liquidity through its existing
cash reserves and available revolving credit facility to meet the
cash requirement, which would be spread over a nine-month period.
Further quantification of the transaction will be provided upon
consummation of the proposed transaction."

Flextronics' senior management will be hosting a previously
scheduled conference call tomorrow at 1:30 pm PST to discuss its
third quarter earnings results and its future outlook. The Company
will also be discussing today's Nortel Networks announcement in
further detail during this call and will not be addressing
questions before that time. The January 27th call will be
broadcast via the Internet and may be accessed by logging on to
the Company's Web site at http://www.flextronics.com/

Headquartered in Singapore, Flextronics is the leading Electronics
Manufacturing Services (EMS) provider focused on delivering supply
chain services to technology companies. Flextronics provides
design, engineering, manufacturing, and logistics operations in 29
countries and five continents. This global presence allows for
supply chain excellence through a network of facilities situated
in key markets and geographies that provide customers with the
resources, technology, and capacity to optimize their operations.
Flextronics' ability to provide end-to-end services that include
innovative product design, test solutions, manufacturing, IT
expertise, network services, and logistics has established the
Company as the leading EMS provider with revenues of $13.4 billion
in its fiscal year ended March 31, 2003. For more information,
please visit http://www.flextronics.com/  

Nortel Networks (S&P, B Corporate Credit Rating, Stable) is an
industry leader and innovator focused on transforming how the
world communicates and exchanges information. The company is
supplying its service provider and enterprise customers with
communications technology and infrastructure to enable value-added
IP data, voice and multimedia services spanning Wireless Networks,
Wireline Networks, Enterprise Networks and Optical Networks. As a
global company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found on
the Web at http://www.nortelnetworks.com/


NORTEL NETWORKS: Plans to Evolve Company's Supply Chain Strategy
----------------------------------------------------------------
Nortel Networks (NYSE/TSX:NT) took another major step in the
evolution of its supply chain strategy by announcing its intention
to focus its supply chain resources and investments on those areas
which can provide true competitive differentiation and offer the
most value for its customers.

These include the introduction of new products, and the
deployment, integration, and support of complex, multi-technology
network solutions.

As part of this strategy, Nortel Networks announced its intention
to divest substantially all of its remaining manufacturing
activities, including product integration, testing, and repair
operations carried out in the Company's Systems Houses in Calgary
and Montreal (Canada), Campinas (Brazil), Monkstown (Northern
Ireland), and Chateaudun (France), as well as certain related
activities, including the management of the supply chain and
related suppliers for these locations.

Nortel Networks is in discussions with Flextronics (NasdaqNM:FLEX)
about the activities being considered for divestiture. The
successful completion of these discussions with Flextronics could
result in Flextronics undertaking and managing in excess of US$2
billion of Nortel Networks annual cost of sales on a go forward
basis and involve the transfer from Nortel Networks to Flextronics
of more than US$500 million of manufacturing and inventory assets.
In return Nortel Networks anticipates receiving from Flextronics
proceeds in excess of US$500 million in cash, over a nine-month
period, for primarily inventory and certain manufacturing assets,
as well as an additional amount for certain intangible assets. At
this stage, however, there can be no assurances that these
discussions will lead to a binding agreement.

Over the last five years, Nortel Networks has divested to
electronic manufacturing services (EMS) suppliers most of its
manufacturing activities - a strategy that has enabled the Company
to tap into new best-in-class manufacturing technologies, leverage
tens of thousands of resources globally and quickly adjust to meet
changing market needs.

"By continuing to leverage the growing supply-chain capabilities
of the EMS industry, we expect to take Nortel Networks supply
chain to new levels of performance and competitive
differentiation, for the benefit of our customers," said Chahram
Bolouri, president, global operations, Nortel Networks.
"Flextronics has the supply chain capabilities to meet our time-
to-market, quality and cost-reduction objectives. They also have
substantial resources and presence in many of the countries where
we do business, which will enable us to rapidly scale globally. At
the same time, divesting the remaining parts of our manufacturing
operations would enable us to focus on the core capabilities
required to deliver converged networks to our customers."

As part of this strategy, however, Nortel Networks intends to
retain in-house all strategic management and overall control
responsibilities associated with the Company's various supply
chains, including all customer interfaces, customer service, order
management, quality assurance, product cost-management, new
product introduction, and network solutions integration, testing,
and fulfillment.

"This proposed operating model is an evolution of one that has
already been implemented successfully by Nortel Networks in
Raleigh, North Carolina and Billerica, Massachusetts," said
Bolouri. "For example, three years ago in Raleigh, we divested the
majority of our manufacturing activities related to the product
integration, configuration, and testing of our DMS circuit-
switching products, as well as the management functions related to
that supply chain. By implementing this model, we have been able
to drive reduced inventory and improved customer service and
responsiveness, and to focus on those areas of the supply chain of
most importance to our customers."

The successful completion of these discussions with Flextronics
could affect up to approximately 2,500 Nortel Networks employees.
As noted above, at this stage of the discussions, it is premature
to discuss any details of the discussions or the potential effects
of this initiative on employees. However, it has been Nortel
Networks experience in similar past divestitures to EMS suppliers
that a significant number of Nortel Networks employees have become
employees of the EMS supplier.

Nortel Networks (S&P, B Corporate Credit Rating, Stable) is an
industry leader and innovator focused on transforming how the
world communicates and exchanges information. The company is
supplying its service provider and enterprise customers with
communications technology and infrastructure to enable value-added
IP data, voice and multimedia services spanning Wireless Networks,
Wireline Networks, Enterprise Networks and Optical Networks. As a
global company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found on
the Web at http://www.nortelnetworks.com/


OMEGA HEALTHCARE: Declares Regular Quarterly Preferred Dividends
----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced the
Company's Board of Directors declared a common stock dividend of
$0.17 per share, increasing the quarterly common dividend by $0.02
per share or 13%. The common stock dividend will be paid February
16, 2004 to common stockholders of record on February 2, 2004. At
the date of this release the Company had approximately 37.5
million outstanding common shares.

The Company's Board of Directors also declared its regular
quarterly dividends for all classes of preferred stock, payable
February 16, 2004 to preferred stockholders of record on
February 2, 2004. Series A and Series B preferred stockholders of
record on February 2, 2004 will be paid dividends in the amount of
approximately $0.578 and $0.539, per preferred share,
respectively, on February 16, 2004.

The Company's Series C preferred stockholder will be paid a
dividend of $2.72 per Series C preferred share on February 16,
2004. The liquidation preference for the Company's Series A, B and
C preferred stock is $25.00, $25.00 and $100.00 per share,
respectively. Regular quarterly preferred dividends represent
dividends for the period November 1, 2003 through January 31,
2004. Total dividend payments for all classes of preferred stock
are approximately $5.2 million.

Omega (S&P, B+ Corporate Credit Rating, Stable) is a Real Estate
Investment Trust investing in and providing financing to the long-
term care industry. At June 30, 2003, the Company owned or held
mortgages on 221 skilled nursing and assisted living facilities
with approximately 21,900 beds located in 28 states and operated
by 34 third-party healthcare operating companies.


OMEGA HEALTHCARE: Will Publish Fourth-Quarter Results on Thursday
-----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) scheduled to release
its earnings results for the quarter ended December 31, 2003, on
Thursday, January 29, 2004. In conjunction with its release, the
Company will be conducting a conference call on January 29, 2004
at 10 a.m. EST to review its 2003 fourth quarter results and
current developments.

To listen to the conference call via webcast, log on to
http://www.omegahealthcare.com/and click the "earnings call" icon  
on the Company's homepage. Webcast replays of the call will be
available on the Company's Web site for at least two weeks
following the call. Additionally, a copy of the earnings release
will be available on the "news releases" section of the Company's
Web site.

Omega (S&P, B+ Corporate Credit Rating, Stable) is a Real Estate
Investment Trust investing in and providing financing to the long-
term care industry. At June 30, 2003, the Company owned or held
mortgages on 221 skilled nursing and assisted living facilities
with approximately 21,900 beds located in 28 states and operated
by 34 third-party healthcare operating companies.


OWENS CORNING: Seeks to Buy Jackson, Tennessee Facility Equipment
-----------------------------------------------------------------
Among the facilities the Owens Corning Debtors own and operate is
a facility in Jackson, Tennessee.  The Jackson Facility consists
of 199 acres, at which the Debtors manufacture a fiberglass
underlayment product -- the wet chop -- which is a critical
component in the production of roofing shingles.  The Jackson
Facility is the Debtors' primary facility for the production of
wet chop, and is one of the largest wet chop manufacturers in the
United States.  Although a portion of the wet chop manufactured at
the Jackson Facility is sold to third parties, the Debtors use
most of it for their own production of roofing shingles.  Taking
into account this internal usage, the Jackson Facility is a highly
profitable facility.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the Debtors operate the Jackson Facility
through a series of agreements.  Pursuant to these agreements,
the underlying real estate and certain improvements located
thereon are leased to Owens Corning by the Industrial Development
Board of the City of Jackson through a Master Industrial
Development Lease Agreement dated as of December 14, 1993.  The
Board holds legal title to the Real Estate.

According to Mr. Pernick, the Board also holds legal title to
certain of the equipment and machinery located at the Jackson
Facility, together with a solid waste disposal and recycling
facility.  The Equipment is leased to Owens Corning through a
series of agreements:

   (1) a December 15, 1993 Head Lease, by the Board, as lessor,
       and U.S. Bank, as trustee, as successor to State Street
       Bank and Trust Company of Connecticut, as lessee, as
       amended and supplemented by the certain Qualifying
       Addition Supplement to Head Lease Agreement dated as of
       December 23, 1996; and

   (2) a December 15, 1993 Sublease Agreement between U.S. Bank,
       as lessor, and Owens Corning, as lessee, as amended and
       supplemented by that certain Qualifying Addition
       Supplement to Sublease Agreement dated as of December 23,
       1996.  

Pursuant to these agreements, the Board leases the Equipment to
U.S. Bank, which then subleases the Equipment to Owens Corning.

By this motion, Owens Corning seeks the Court's authority to
assume the Real Estate Lease and the Sublease and to exercise its
purchase options, pursuant to Section 363(b)(1) of the Bankruptcy
Code.

                    The Jackson Transactions

Mr. Pernick tells the Court that the Real Estate Lease and the
Sublease are key parts of a series of transactions by which a
mothballed manufacturing facility on the Real Estate was
renovated and improved in 1993 and 1996.  Among other things,
these transactions:

   (1) provided for Owens Corning's transfer of legal title of
       the Real Estate to the Board, and the lease back of the
       Real Estate to Owens Corning pursuant to the terms of the
       Real Estate Lease, in connection with a payment-in-lieu
       of taxes program, which provided for certain property tax
       benefits to the Debtor; and

   (2) provided for the purchase and installation of the
       Equipment on the Real Estate, to be owned by the Board,
       leased to U.S. Bank pursuant to the Head Lease and
       subleased to Owens Corning pursuant to the Sublease.

The funds used for the procurement and installation of the
Equipment were obtained from these sources:

   (1) $26,551,000 of IDB Series A Secured Notes due March 31,
       2004;

   (2) $4,692,450 of IDB Series B Secured Notes due March 31,
       2004;

   (3) $8,750,000 of IDB Solid Waste Disposal Revenue Bonds
       Series 1993;

   (4) $32,200,000 of IDB Series C Secured Notes due March 31,
       2004; and

   (5) $9,030,000 of third-party "equity investments."

To secure these obligations, HSBC Bank US, as indenture trustee
for the Notes and Bonds, and U.S. Bank, as trustee for the
"equity investments," received, among other things, assignments
of the various parties' rights under the Real Estate Lease, the
Head Lease and the Sublease, first and second mortgages on the
Real Estate and security interests in the Equipment.

Inasmuch as the Real Estate Lease and the Sublease are due to
expire on March 31, 2004, and because of the overall importance
and value of the Jackson Facility to the Debtors' operations and
profitability, Owens Corning seeks to exercise its rights under
the Real Estate Lease and Sublease to purchase the assets:

   (1) The Equipment.  Owens Corning has the right to purchase
       and obtain title to the Equipment for specified amounts,
       which, as of March 31, 2004, will be $24,300,000, plus
       certain fees and related charges and a $5,280,000 final
       semi-annual rent payment; and

   (2) The Real Estate Lease.  Owens Corning has the right to
       purchase the Real Estate for $1 plus, inter alia, certain
       related fees, taxes, expenses and other amounts on
       March 31, 2004.  

Upon information and belief, these "cure" amounts are due and
owing with respect to those agreements:

   (1) Sublease -- $117,664; and

   (2) Real Estate Lease -- $0.  

Mr. Pernick reiterates that the Jackson Facility is the Debtors'
primary manufacturer of wet chop, one of the largest
manufacturers of wet chop in the United States, and is highly
profitable.  Were the Debtors to lose control of the Jackson
Facility, they would be required to pay a substantial premium for
wet chop produced by third parties, assuming sufficient supply
could be obtained.  Without question, the Jackson Facility is a
critical component of the Debtors' operations, and must be
maintained for the overall benefit of the Debtors' estates.  

If the Court approves the Debtors' request, Owens Corning
exercises the Purchase Options, pays the Purchase Amounts and the
Cure Amounts and obtains title to the Real Estate and the
Equipment, various claims asserted in connection with the Jackson
Facility and the financing will be satisfied, and should be
removed from the claims docket.  These claims include:

   (1) HSBC's Claim No. 8844 for $44,772,763;

   (2) The Prudential Insurance Company of America's Claim No.
       7490 in an unliquidated amount;

   (3) PRUCO Life Insurance Company's Claim No. 7460 in an
       unliquidated amount; and

   (4) BTM Capital Corporation's Claim No. 7269 for $10,926,512.

The Debtors propose that if the Court grants their request, Judge
Fitzgerald should also require the four Claimants to file amended
claims for $0, subsequent to the payment of the Cure Amounts and
Purchase Amounts and exercise of the Purchase Options. (Owens
Corning Bankruptcy News, Issue No. 66; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PARMALAT GROUP: Brazil Unit Closes Milk Production Plant in Goias
-----------------------------------------------------------------
Parmalat Brasil SA Industria de Alimentos cut 120 jobs and closed
a milk production line in the city of Santa Helena de Goias.  In
a statement on January 14, 2004, Parmalat Brazil said that it
moved the production of its long-life milk to two other plants in
the states of Rio Grande do Sul and Pernambuco, Bloomberg News
reports.  The measure will allow the company to concentrate its
operations to increase efficiency, the statement said.  Parmalat
is Brazil's second largest dairy company. (Parmalat Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


PENN NATIONAL: Submits Bid for Illinois' Tenth Casino License
-------------------------------------------------------------
Penn National Gaming, Inc. (PENN: Nasdaq) submitted a bid to
finance and construct a casino in the greater Chicago area.

As disclosed by the Illinois Gaming Board -- see
http://www.igb.state.il.us/whatsnew/bidsfor10thlicense.pdf-- Penn  
National was one of seven companies seeking to purchase the
bankrupt Emerald Casino Inc. and one of three companies proposing
to construct a casino in Rosemont, Illinois.

Financial details of the bid were not publicly disclosed at this
time. It is presently expected that the Illinois Gaming Board will
select three final bidders on February 23 and that the Illinois
Gaming Board will announce the prevailing bidder on March 15.

Peter Carlino, Chairman and Chief Executive Officer of Penn
National Gaming commented, "The proposal submitted by Penn
National is highly competitive and reflects our expertise as a
multi-jurisdictional operator and our proven property development
skills. As the owner of Hollywood Casino Aurora, our proposal also
reflects our heightened sensitivities to the economic returns
sought by the state. While there can be no assurance that Penn
National will emerge as the prevailing bidder, we are confident
that our proposal squarely addresses the needs of the state both
now and on a long-term basis."

The proposed Rosemont site is in close proximity to Chicago's
O'Hare International Airport, accessible from major freeways and
adjacent to Illinois' second-largest convention center, 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.

Penn National Gaming (S&P, BB- Corporate Credit Rating, Stable)
owns and operates: three Hollywood Casino properties located in
Aurora, Illinois, Tunica, Mississippi and Shreveport, Louisiana;
Charles Town Races & Slots(TM) in Charles Town, West Virginia; two
Mississippi casinos, the Casino Magic - Bay St. Louis hotel,
casino, golf resort and marina in Bay St. Louis and the Boomtown
Biloxi casino in Biloxi; the Casino Rouge, a riverboat gaming
facility in Baton Rouge, Louisiana and the Bullwhackers casino
properties in Black Hawk, Colorado. Penn National also owns two
racetracks and eleven off-track wagering facilities in
Pennsylvania; the racetrack at Charles Town Races & Slots in West
Virginia; a 50% interest in the Pennwood Racing Inc. joint venture
which owns and operates Freehold Raceway in New Jersey; and
operates Casino Rama, a gaming facility located approximately 90
miles north of Toronto, Canada, pursuant to a management contract.


PENTHOUSE INT'L: Unit Taps Ulate for Master Planned Resort Dev't
----------------------------------------------------------------
Del Sol Investments LLC engaged the engineering firm, Ulate, in
connection with the development of the real property owned by
Penthouse International, Inc. (OTCBB:PHSL) through its Del Sol
subsidiary.

Del Sol owns 370 acres of real property in Zihuatanejo-Ixtapa on
the Mexican Riviera. The Company is developing exclusive
membership-based resorts. The Company's development plans also
include fractional ownership vacation homes to address current
market demand for flexible ownership of vacation property.

Ulate is a leading engineering and development company in Latin
America. Ulate specializes in large scale resort developments,
master planned communities and urban city planning. Ulate has been
engaged by both the private and public sectors, including an
engagement to create the City Plan for Guadalajara, a city of
eight million people. The firm has completed large private sector
projects in several dozen cities including, Ensenada, San Felipe,
Mazatalan and Ixtapa, where the Marina Ixtapa was developed with
golf, marina, commercial infrastructure and ocean front lots.

"With no existing debt, Del Sol has a unique opportunity to use
its real estate assets to finance growth and diversification of
the company," said Claude Bertin, executive vice president.

Penthouse is negotiating with several US resort operators to also
anchor the property. Del Sol is prepared to contribute a portion
of its beachfront real property as a building site in exchange for
third party developers contributing the construction capital and
expertise.

Estimates of the Company's engineers indicate that the 370 acre
site should accommodate at least two beachfront hotel resort
complexes, one 18-hole championship golf course and 2,500
residential units.

Penthouse International is diversifying entertainment options
available to its customers through the development of its real
property. The Company is also negotiating other acquisition of
media and entertainment assets, including certain profitable
website properties.

Penthouse International, Inc (OTCBB:PHSL.OB), and its
subsidiaries, including General Media, Inc., comprise a brand-
driven global entertainment business founded in 1965 by Robert C.
Guccione. General Media's flagship PENTHOUSE brand is one of the
most recognized consumer brands in the world and is widely
identified with premium entertainment for adult audiences.

Penthouse International, Inc.'s September 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $70 million.


PG&E NAT'L: Court Approves ET Debtors' Contract Mediation Protocol
------------------------------------------------------------------
The Energy Trading Debtors ask the Court to approve a protocol
for the mediation of various trading and tolling contracts.

                     Arbitration Provisions

At the Petition Date, the ET Debtors had 200 Trading and Tolling
Contracts.  Of the contracts, 100 have some type of mandatory
arbitration provision.

The provisions vary as to the type of arbitration, the number of
arbitration, the independence of the arbitrators, the experience
of the arbitrators, the selection of arbitrators, and the
location of the proceedings.  While some disputes would be
decided by one arbitrator for the relevant industry, others would
be decided by three independent experts agreed to by the parties.
In some instances, only one of a panel of three arbitrators would
be independent.  None of the clauses require that the arbitrator
have any bankruptcy training or experience.  Moreover, the
contracts provide for differing rules to apply to the arbitration
proceedings and different prerequisites before the before the
parties go to arbitration.  Finally, most of the arbitration
provisions specify the particular locations where the arbitration
is to take place, typically alternating between the locations of
the contracting parties.

                   Protocol for the Mediation of
                   Trading and Tolling Contracts

The proposed Protocol provides a set of procedures to try to
resolve disputes relating to the ET Contracts -- whether or not
those contracts contain arbitration provisions -- in a fair and
efficient manner:

A. Assignment of Matters to Mediation

   (a) Automatic Assignment of Adversary Proceedings

       Assignment of a matter to mediation occurs automatically
       upon the filing of an adversary complaint and a responsive
       pleading.

   (b) Stipulation of Parties

       Any matter may be referred to mediation upon stipulation
       of the parties by written declaration, and in the event an
       adversary proceeding or other dispute is pending before
       the Bankruptcy Court, the written declaration will be in
       the form of a stipulated order to be filed with the Court.

   (c) Notice of Mediation Protocol

       Upon initiating an adversary proceeding against a party
       regarding a Safe Harbor Contract or Tolling Agreement, the
       ET Debtors, within five business days of filing the
       adversary proceeding, will send a copy of the Protocol and
       the list of mediators approved by the Court to the party.

B. Mediator

   (a) Appointment of the Mediators

       The Debtors will submit a list of proposed Mediators to
       the Court no later than January 16, 2004, and serve copies
       of that list on the United States Trustee and the Official
       Committee of Unsecured Creditors.  If no objection is
       filed with respect to any of the Mediators by
       January 26, 2004, the Mediators will be deemed approved
       without delay.  If an objection is filed as to any
       proposed Mediator, the ET Debtors will either withdraw the
       proposed Mediator's name from consideration or schedule a
       hearing to consider the approval of the proposed Mediator.
       However, the Court will retain the right to disapprove the
       designation of any proposed Mediator at any time.

   (b) Selection of a Mediator

       -- The ET Debtors and non-ET Debtors party will confer and
          attempt to agree on the selection of a Mediator.  If
          the parties cannot agree on a Mediator within five
          business days of assignment to mediation, on the
          request by either party, the Court will appoint a
          Mediator and alternate Mediator; or

       -- If the Mediator is unable to serve, the Mediator will
          file, within seven days after receipt of the notice of
          appointment, a notice of inability to accept
          appointment and immediately serve a copy on the
          appointed alternate Mediator.  The alternate Mediator
          will become the Mediator for the matter.  If neither
          can serve, the Court will appoint another Mediator and
          alternate Mediator.

   (c) Disqualification of a Mediator

       A Mediator may be disqualified in a particular matter for
       bias or prejudice as provided by Section 144 of the
       Judiciary Code or, if not, disinterested under Section 101
       of the Bankruptcy Code.  A Mediator will be disqualified
       in any matter where Section 455 of the Judiciary Code
       would require disqualification if that person were a
       justice, judge or magistrate.

   (d) Compensation of Mediators

       The Mediator's compensation will be on the terms that are
       satisfactory to the Mediator and subject the Court's
       approval.

C. Mediation

   (a) Scheduling of Mediation

       Upon consultation with all attorneys subject to the
       mediation, the Mediator will fix a reasonable time and
       place for the initial mediation conference of the parties
       with the Mediator and promptly will give the attorneys
       advance written notice of the conference.  The Mediator,
       in conjunction with the parties, will set a time for an
       initial mediation conference as soon after the assignment
       of the matter to mediation as practical.  To ensure prompt
       dispute resolution, the Mediator will have the duty and
       authority to establish the time for all mediation
       activities, including private meetings between the
       Mediator and parties and the submission of relevant
       documents.  The Mediator will have the authority to
       establish a deadline for the parties to act upon a
       proposed settlement or upon a settlement recommendation
       from the Mediator.

   (b) Mediation Conference

       A representative of each party will attend the mediation
       conference, and must have complete authority to negotiate
       all disputed amounts and issues, provided that any
       agreement by the ET Debtors will be subject to approvals
       and procedures established in the Settlement Protocol for
       Safe Harbor Contracts and any Court order.  The Mediator
       will control all procedural aspects of the mediation.  The
       Mediator will also have the discretion to require that the
       party representative or a non-attorney principal of the
       party with settlement authority be present at any
       conference, provided that any agreement by the ET Debtors
       will be subject to approvals and procedures established in
       the Settlement Protocol and any Court order.  The Mediator
       will also determine when the parties are to be present in
       the conference room.  The Mediator will report any willful
       failure to attend or participate in good faith in the
       mediation process or conference, and may result in the
       imposition of sanctions by the Court.

   (c) Summaries

       Unless otherwise mutually agreed, each party will provide
       to the Mediator and the other party a brief summary of the
       disputed issues and facts within ten 10 days of the
       appointment of the Mediator in the particular matter.  The
       summaries are not to be filed with the Court nor disclosed
       to any other person or entity, unless the filing party
       consents.

   (d) Recommendations of the Mediator

       The Mediator will have no obligation to make written
       comments or recommendations, provided that the Mediator
       may furnish the attorneys for the parties with a written
       settlement recommendation.  Any recommendation will not be
       filed with the Court.

   (e) Post-Mediation Procedures

       If, in the mediation, the parties reach an agreement
       regarding the disposition of the matter, the ET Debtors
       party will prepare appropriate documentation of the
       agreement reached.  The agreement will be subject to the
       process and procedures established in the Settlement
       Protocol and any order of the Court.  If the mediation
       ends in an impasse, the matter will be heard or tried as
       scheduled.

   (f) Termination of Mediation

       Upon the latter of 120 days after the submission of the
       summaries, if any -- or after the date of the appointment
       of the Mediator if no such summaries are provided -- and
       written notice by a party to the Mediator and the other
       party that the mediation process has failed, the mediation
       will be deemed terminated, and the Mediator excused and
       relieved from further responsibilities in the matter
       without further Court order.

   (g) Location

       All mediations will be held in the Washington, D.C. area
       unless otherwise agreed by the parties.

D. Expenses

   The Mediator's reasonable compensation and other costs and
   expenses associated with the mediation will be divided equally
   between the parties.

E. Confidentiality

   (a) Confidentiality as to the Bankruptcy Court and Third
       Parties

       Any statements made by the Mediator, by the parties or by
       others during the mediation process will not be divulged
       by any of the participants in the mediation, or their
       agents, or by the Mediator to the Court or to any third
       party.  All records, reports, or other documents received
       or made by a Mediator while serving in that capacity will
       be confidential and will not be provided to the Court,
       unless they would be otherwise admissible.  The Mediator
       will not be compelled to divulge the records or to testify
       in regard to the mediation in connection with any
       arbitral, judicial or other proceeding, including any
       hearing held by the Court in connection with the referred
       matter.  Nothing, however, precludes the Mediator from
       reporting the status -- although not content -- of the
       mediation effort to the Court orally or in writing, or
       from complying with the obligation to report failures to
       attend or to participate in good faith.

   (b) Confidentiality of Mediation Effort

       Rule 408 of the Federal Rules of Evidence will apply to
       mediation proceedings.  Except as permitted by Rule 408,
       no person may rely on or introduce as evidence in
       connection with any arbitral, judicial or other
       proceeding, including any hearing held by the Court, any
       aspect of the mediation effort, including, but not limited
       to:

       -- views expressed or suggestions made by any party with
          respect to a possible settlement of the dispute;

       -- admissions made by the other party in the course of the
          mediation proceedings; or

       -- proposals made or views expressed by the Mediator.

F. Tolling Period

   (a) Time

       Any dispute will be stayed for a period of 130 days
       pending mediation.  In the event that both parties
       mutually agree to extend mediation past 120 days, the
       parties will submit a proposed extension of mediation stay
       to the Court with a proposed stay extension.

   (b) Effect of Tolling Period

       The tolling period does not alter a party's:

       -- obligation to file a responsive pleading pursuant to
          the Federal Rules of Bankruptcy Procedure;

       -- ability to file a motion to dismiss; or

       -- ability to file a motion for summary judgment or
          partial summary judgment.

G. Certification of Issues to Bankruptcy Court

   The Mediator will have the authority to certify any legal
   issue of significance to the Court on his own initiative, or
   on the mutual agreement of the parties.  In the event of
   such certification, the Court will receive briefs from the
   parties on the issues referred pursuant to a schedule
   established by the Court.

H. Withdrawal of Reference

   The Protocol will not affect the right of any party to file a
   motion to withdrawal the reference of its case to the Court,
   and seek any other appropriate relief, provided that a copy of
   the Protocol accompany any such motion filed with a District
   Court.

I. Creditors Committees

   The Creditors Committees may receive status reports on the
   mediations from the ET Debtors, and the ET Debtors may consult
   with the Committees in order to discharge the Committees'
   duties.

                        *   *   *

After considering the merits of the case, Judge Mannes approves
the Protocol for the Mediation of Trading and Tolling Contracts.  
Judge Mannes also appoints retired Judge Robert C. Zampano as
mediator.  Additional mediators will be appointed pursuant to the
procedure set forth in the Protocol.

The Mediator will have all the powers and responsibilities of a
"Resolution Advocate" set forth in Rule 9019-2 of the Local
Bankruptcy Rules of the U.S. Bankruptcy Court for the District of
Maryland, including matters relating to discovery.  Judge Mannes
also authorizes the NEG Debtors to pay their share of the fees
and expenses of the Mediator.

Once an adversary complaint and responsive pleading has been
filed with respect to the Tolling Agreements and Trading
Contracts, the case will be deemed automatically referred to
mediation and the adversary proceeding will be stayed until 10
days after the termination of mediation.

The Protocol will not apply to, or affect the rights of:

   (a) Liberty Electric, whose claims have been referred to
       alternative dispute resolutions pursuant to a separate
       Court order;

   (b) the pending arbitration proceeding and all issues between
       Attala Energy Company, LLC and Attala Generating Company,
       LLC;

   (c) Caledonia Generating Capacity or the NEG Debtors with
       respect to any matter arising under a Dependable
       Capacity and Conversion Services Agreement, dated as of
       September 20, 2000; and

   (d) Southaven Power, LLC or the NEG Debtors with respect to
       any matter arising under a Dependable Capacity and
       Conversion Services Agreement, dated as of June 1, 2000,
       or the related guaranty issued by the National Energy &
       Gas Transmission, Inc. (PG&E National Bankruptcy News,
       Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)    


THE PHOENICIAN DYNASTY: Chapter 11 Involuntary Case Summary
-----------------------------------------------------------
Alleged Debtors: The Phoenician Dynasty, LLC
                 4125 North 7th Street
                 Phoenix, Arizona 85014

Involuntary Petition Date: January 6, 2004

Case Number: 04-00224

Chapter: 11

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Petitioners' Counsel: Loren I. Thorson, Esq.
                      Stegall, Katz & Whitaker, P.C.
                      531 East Thomas Road, #102
                      Phoenix, AZ 85012-3239
                      Tel: 602-241-9221
                      Fax: 602-285-1486
         
Petitioners: Cheetah Operations, L.L.C.
             710 East Indian School Road
             Phoenix, AZ 85014

             Williams Vending
             6579 West Dublin Court
             Chandler, AZ 85226

             Air Cleaning Specialists
             409 East Watkins St.
             Phoenix, AZ 85004-2032
                                               
Total Amount of Claim: $15,458


PILLOWTEX CORP: Has Until March 31, 2004 to Decide on Leases
------------------------------------------------------------
Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnel,
in Wilmington, Delaware, reminded the Court that the GGST Sale
Order extended the period during which the Pillowtex Corporation
Debtors are authorized, at GGST LLC's direction, to assume or
reject the Real Property Leases.  The Non-Fee Designation
Expiration Date is the earlier of July 29, 2004, and the
expiration of the relevant lease, subject to further extension as
provided in the Sale Agreement.  

The Real Property Leases refer to leases listed on Schedule
6.13(b) to the Sale Agreement.  Subsequently, the Debtors
discovered that a small number of leases subject to GGST's
designation rights were inadvertently omitted from Schedule
6.13(b) and listed instead on Schedule 6.11(a), which lists
certain of the Debtors' material contracts.  According to Mr.
Saydah, the Debtors remain parties to a few non-residential real
property leases subject to GGST's designation rights, which may
not be covered by the extension of the Debtors' period to assume
or reject under the GGST Sale Order.

The GGST Sale Agreement provided that, until the Fee Designation
Expiration Date, GGST will have the exclusive right to designate,
which Contracts will be assumed and assigned and to whom.  The
Fee Designation Expiration Date is December 29, 2004, subject to
further extension as provided in the Sale Agreement.  Contracts
include any of the Debtors' leases other than Real Property
Leases and other specifically excluded leases.

Consequently, the Debtors sought and obtained Court permission to
extend through and including March 31, 2004, the time in which
they may assume or reject all non-residential real property leases
to which they are a party, including the lease with Kathleen Mills
for a Retail Store parking lot in Eden, North Carolina. (Pillowtex
Bankruptcy News, Issue No. 58; Bankruptcy Creditors' Service,
Inc., 215/945-7000)    


PLAINS ALL AMERICAN: Reports Distribution on Limited Partner Units
------------------------------------------------------------------    
Plains All American Pipeline, L.P. (NYSE: PAA) announced a cash
distribution of $0.5625 per unit on all of its outstanding limited
partner units.  The distribution will be payable on
February 13, 2004, to holders of record of such units at the close
of business on February 3, 2004.  The distribution effectively
increases the annualized distribution rate by $0.05 to $2.25 per
unit and represents an increase of 4.7% over the February 2003
distribution.  The Partnership also indicated that the payment of
this distribution would satisfy the final requirement for
conversion of all remaining subordinated units into common units.

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.


PLAINS RESOURCES: Special Committee Finds Vulcan Offer Inadequate
-----------------------------------------------------------------    
Plains Resources Inc. (NYSE: PLX) announced that, after careful
consideration, including a thorough review with independent
financial and legal advisors, the Special Committee of the Board
of Directors of PLX has determined that the previously announced
proposal by Vulcan Capital, along with PLX's Chairman James C.
Flores and its CEO and President, John T. Raymond, to acquire all
of PLX's outstanding stock for $14.25 per share in cash is
inadequate and not in the best interests of PLX shareholders.

The Special Committee is prepared to enter into discussions or
negotiations with the Vulcan Group or other parties relating to a
transaction with PLX.  There can be no guarantee that a
transaction will be effected with the Vulcan Group or any other
party.

As announced on November 20, 2003, the Special Committee was
formed in response to the Vulcan Proposal, is comprised of two
independent directors, and is authorized to review, evaluate,
negotiate, and make recommendations to the full board of PLX with
respect to the Vulcan Proposal.  In addition, the Special
Committee is authorized to consider proposals from other parties
relating to a transaction with PLX.

The Special Committee is being advised by Petrie Parkman & Co.,
Baker Botts L.L.P., and Morris, Nichols, Arsht & Tunnell.

Plains Resources is an independent energy company engaged in  the
acquisition, development and exploitation of crude oil and natural
gas. Through its ownership in Plains All American Pipeline, L.P.,
Plains Resources has interests in the midstream activities of
marketing, gathering, transportation, terminalling and storage of
crude oil.  Plains Resources is headquartered in Houston, Texas.
    
At Sept. 30, 2003, the company's balance sheet reports a working
capital deficit of about $20 million.


PMA CAPITAL: Fitch Hacks Insurer Financial Strength Rating to CC
----------------------------------------------------------------
Fitch Ratings has downgraded the insurer financial strength rating
of PMA Capital Insurance Company to 'CC' from 'BB+' and the rating
remains on Rating Watch Negative. No action was taken on the
senior debt rating and the IFS ratings of the primary insurance
subsidiaries.

The 'B+' senior debt rating of parent holding company, PMA Capital
Corp. and the 'BBB-' insurer financial strength ratings of PMA's
three active primary insurance subsidiaries, are unchanged, and
remain on Rating Watch Negative. These ratings will remain on
Rating Watch pending an assessment of the longer term competitive
position and earnings potential of PMA's primary workers
compensation operations following recent rating downgrades and the
performance of PMA Capital in run-off.

This rating action considers previous announcements of PMA Re
along with PMA Re's filing of an 8-K report with the Securities
and Exchange Commission that announced they have reached an
agreement with the Pennsylvania Insurance Department on their
planned exit from the reinsurance business.

As required by the mutually agreed terms, PMA Re has agreed to
seek prior written regulatory approval of certain actions
including: entering into any new reinsurance contracts, incur any
debt, make any payments or distributions to affiliates, withdraw
any money from PMA Re's bank account or make any transfer of
assets exceeding five percent of the fair market value of cash and
invested assets, which totaled $59.7 million, as of Sept. 30,
2003, or alter its ownership structure. Additionally, PMA Re has
also agreed to engage an independent actuary to review reserves.
                
                        Rating Actions

     PMA Capital Insurance Company

        -- Insurer financial strength, Downgrade, 'CC'/Negative.

     Manufacturers Alliance Insurance Co.

        -- Insurer financial strength, No Action, 'BBB-'/Negative.

     Pennsylvania Manufacturers Association Insurance Co.

        -- Insurer financial strength, No Action, 'BBB-'/Negative.

     Pennsylvania Manufacturers Indemnity Co.

        -- Insurer financial strength, No Action, 'BBB-'/Negative

     PMA Capital Corp.

        -- Senior Debt, No Action, 'B+'/Negative.


PROFESSIONAL BUSINESS: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Professional Business Planning
        P.O. Box 6905
        Laguna Niguel, California 92607

Bankruptcy Case No.: 04-10201

Type of Business: Business management consulting company.

Chapter 11 Petition Date: January 14, 2004

Court: Central District of California (Santa Ana)

Judge: James N. Barr

Debtor's Counsel: Nick O'Malley, Esq.
                  1505 East 17th Street Suite 108
                  Santa Ana, California 92705
                  Tel: 714-541-2554

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Rodney Miles                  Loans                     $307,617
P.O. Box 6905
Laguna Niguel, CA 92607

Peter Sukin                   Purchase Plan loan        $211,000

Vertox Inc. Plan              Loan                      $112,000

David B. Okun M D FACP        Alleged loan              $105,036

Irwin and Willie Anderson     Loan                       $56,000

Andrew Hall Trust             Loan                       $50,000

John Imandoust                Loan                       $43,531

Rose Miles                    Loan                       $34,250

Estate of AP Baima            Loan                       $28,184

Gwen Taylor                   Loan                       $20,000

PBP & R Money Purchase Plan   contribution               $19,965

San Luis Obispo Co. Tax       tax                        $16,439
Collector

Winthrop Couchot Prof. Corp.  Legal fees                 $15,005

Mellon 1st Business Park      auto loan                  $11,000

Special Procedures            tax                         $4,500


QWEST: Inks Multi-Year Multimillion-Dollar Contract with Convergia
------------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) announced that
Convergia, Inc., a world-class provider of wholesale and retail
telecommunications services, has expanded its relationship with
Qwest through a multi-year, multimillion-dollar contract for
dedicated Internet access services to its multiple locations
throughout Europe, Asia and North America.

Convergia has been a Qwest customer since November 2001 and using
Qwest's international DIA service, Convergia's global customers
can transport all of their data communications over Qwest's high-
speed, secure communications network.

Qwest's DIA service provides businesses with a scaleable Internet
solution that allows customers to send information at speeds up to
10 Gigabits per second (the highest available). Customers can also
manage and monitor network performance in real-time using a Web-
based interface, and Qwest DIA easily integrates with other
communications services such as frame relay, voice over the
Internet protocol and virtual private network solutions offered by
Qwest.

"The reliability and quality of customer service that the Qwest
team already provides us made them the clear choice as we expand
our communication needs," said Petar Blagojevic, Convergia's
director of communications. "Our new relationship with Qwest helps
us give our customers better tools to communicate with each other
throughout the world."

"Convergia's new agreement illustrates Qwest's on-going commitment
to meeting our customers communications needs and retaining them
through our global portfolio and the superior service that we
provide," said Cliff Holtz, executive vice president of Qwest
business markets group. "We are thrilled to work with Convergia
and we look forward to continuing to grow with them."

Convergia is a world-class carrier of voice, data, and Internet
services for residential, business, and wholesale customers. Using
our state-of-the-art switching facilities and end-to-end network,
Convergia delivers the fullest potential of today's broadband
revolution. By introducing leading edge and innovative products
and services and forging global alliances, Convergia is changing
how the world communicates. Convergia is an affiliate of Future
Electronics, a global US multi-billion dollar Montreal based
leader and innovator in the electronics component distribution
industry. Convergia and Future Electronics employ over 5500 people
worldwide.

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

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


RELIANCE GROUP: Asks Court to Disallow NY Tax Dept.'s $3.7M Claim
-----------------------------------------------------------------
The New York State Department of Taxation and Finance has been
conducting an audit of Reliance Group Holdings and Reliance
Financial Services covering the tax years 1995 through 1999.  On
October 22, 2001, the Department issued a First Notice of
Deficiency for $837,405 relating to tax years 1995 to 1997.  On
November 2, 2001, the Department filed a proof of claim for
$846,700, which represented the deficiency plus interest.

On November 19, 2001, the Department issued a Second Notice of
Deficiency for $2,751,344 relating to tax years 1998 to 1999.  
The Department did not file a proof of claim for this amount.

The Bar Date Order established December 21, 2001 as the last day
to file proofs of claim.  Despite the Order, the Department filed
another proof of claim for $3,718,375 after the deadline.  The
Claim indicates that it amends and supersedes a previously filed
Claim.  However, according to Lorna G. Schofield, Esq., at
Debevoise & Plimpton, it includes claims that appear to be based
on the Second Notice of Deficiency for an additional tax year not
included in the original proof of claim.

Ms. Schofield reminds the Court that if claimants do not file
claims by the Bar Date, they are forever barred from asserting
those amounts later.  The revised Claim purports to amend and
supersede the original claim, "but in reality asserts, over a
year after the Bar Date, entirely new claims for an additional
tax year, and therefore, should be disallowed by operation of the
Bar Date Order."  Thus, the Debtors ask Judge Gonzalez to
disallow the revised Claim. (Reliance Bankruptcy News, Issue No.
45; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RESMED INC: Will Webcast Second-Quarter Conference Call on Feb. 4
-----------------------------------------------------------------
ResMed Inc. (NYSE:RMD), announced that on Wednesday, February 4,
2004, it will release its second quarter earnings results for the
period ended December 31, 2003. ResMed will issue an earnings
press release at approximately 1:15 p.m. Pacific Time, which will
be available via Business Wire or other news services. In
conjunction with the release, ResMed will host a conference call
to review its quarterly results, market trends, and future
outlook. The conference call will be Webcast over the Internet.

Individuals can access the Webcast, to be held at 1:30 p.m.
Pacific Time on Wednesday, February 4, 2004, via ResMed's Web site
at http://www.resmed.com/ Please allow extra time before the call  
to download the streaming media (Windows Media Player) required to
listen to the Internet broadcast. The online archive of the
broadcast will be available approximately 30 minutes after the
live call and will continue to be available for two weeks.

International conference call times will be:

    10:30 p.m. Germany
    8:30 a.m.  Sydney, Australia (February 5, 2004)

TO PARTICIPATE in the Conference Call, please call one of the
below numbers at least 10 minutes before the call begins and
identify yourself to the operator:

    Domestic:        800-901-5226
    International:   617-786-4513
    Conference Name: ResMed Inc.
    Conference ID:   67073650

In addition, ResMed is offering a telephone replay of the
conference call. It will be available approximately 60 minutes
after the call andwill be accessible for two weeks. To access the
replay, please dial:

    Domestic:        888-286-8010
    International:   617-801-6888
    Conference ID:   54001121

ResMed (S&P, BB- Corporate Credit Rating, Stable Outlook) is a
leading developer, manufacturer, and marketer of medical equipment
for the diagnosis and treatment of sleep-disordered breathing.
Further information can be obtained by visiting the Company's Web
site at http://www.resmed.com/


RIVER SAND AND ROCK: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: River Sand And Rock Company, Inc.
        4541 North 43rd Street
        Phoenix, Arizona 85018

Bankruptcy Case No.: 04-00324

Type of Business: The Debtor is a distributor of variety of
                  stones, gravel, tiles, sandstones and other
                  products.

Chapter 11 Petition Date: January 8, 2004

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Dewain D. Fox, Esq.
                  Fennemore Craig
                  3003 North Central Avenue, Suite 2600
                  Phoenix, AZ 85012-2913
                  Tel: 602-916-5475
                  Fax: 602-916-5675

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
RRW Properties                Rights under note       $1,000,000
P.O. Box 5171                 purchase agreement
Pittsburgh, PA 15206

Tom Barkley                   Buyout agreement                $0

Frank Estes                   Buyout agreement                $0

Arizona Department of         Taxes                           $0
Revenue

Internal Revenue Service      Taxes                           $0


RMH TELESERVICES: Independent Auditors Airs Going Concern Doubt
---------------------------------------------------------------
RMH Teleservices, Inc. (Nasdaq:RMHTE), a provider of customer
relationship management services, filed its Form 10-K for the
fiscal year ended September 30, 2003 with the Securities and
Exchange Commission. The Form 10-K includes the Company's
financial statements for such period and the independent auditors'
report contains a going concern explanatory paragraph.

The Form 10-K was required to be filed on January 13, 2004.
Because Nasdaq rules require listed companies to file required SEC
reports on a timely basis, Nasdaq initiated proceedings to delist
RMH's stock pursuant to Marketplace Rule 4310(C)(14). RMH has
appealed the recent Nasdaq notice, which appeal stays the
delisting process.

With the filing of the Form 10-K, the Company believes that it is
now in compliance with applicable rules for continued listing on
Nasdaq.

Due to the delayed filing of its Form 10-K, the trading symbol of
RMH's common stock on the Nasdaq Stock Market was changed from
"RMHT" to "RMHTE". The Company expects its trading symbol to
return to "RMHT" shortly.

RMH is a provider of customer relationship management services for
major corporations in the technology, telecommunications,
financial services, insurance, retail, transportation and
logistics industries. Founded in 1983, the Company is
headquartered in Newtown Square, Pennsylvania, employs
approximately 11,400 people and has approximately 7,900
workstations across 14 facilities throughout the United States,
Canada and the Philippines. To learn more about RMH, please
reference the Company's Web site at http://www.rmh.com/


SAFETY-KLEEN: Says Miller's Claim is Moot & Should be Disallowed
----------------------------------------------------------------
The Safety-Kleen Debtors object to the allowance of the proof of
claim filed by Miller Dial Corporation relating to the El Monte
Operable Unit of the San Gabriel Valley Superfund Site.

                      El Monte Operable Unit

The EMOU is an industrial area in the San Gabriel Site located in
Los Angeles County, California in which Safety-Kleen Systems,
Inc., and other companies operate facilities.  The EMOU is one of
seven areas into which the United States Environmental Protection
Agency divided the San Gabriel Site for further evaluation and
remediation purposes.

The operations of facilities have allegedly contributed to
groundwater contamination within the EMOU, and Systems and other
companies have been identified by the EPA as "potentially
responsible parties" under the CERCLA, the federal "Superfund"
statute, for the investigation and remediation of contaminated
groundwater under and emanating from the EMOU.

In 1995, 14 PRPs entered into an Administrative Consent Order with
the EPA to conduct site investigations and perform certain interim
remedial measures within the EMOU.  Systems is a signatory to the
Consent Order and a member of a group of PRPs that identify
themselves as the Northwest El Monte Community Task Force.

On November 24, 2003, the Court entered an order authorizing
Systems to enter into the Consent Decree in connection with the
EMOU and make payments under the Consent Decree.  The Consent
Decree remains subject to public comment and approval of the
District Court for the Central District of California, Western
Division.  Under the Consent Decree, Systems will be required to
pay the EPA $400,000, plus interest, to resolve Systems' liability
at the EMOU.

                     The Proof of Claim

On October 30, 2000, Miller Dial filed a proof of claim against
Systems as a contingent claim for $50,000,000.  Miller Dial
asserted a claim for contribution under the CERCLA and other legal
theories that were not identified.  The Claim also asserted that,
some, but not all of the amounts, is entitled to administrative
expense priority.  The Claim did not provide any further
breakdown.

On November 9, 2001, the Debtors objected to the Miller Dial Claim
on limited grounds.  The hearing on the objection to the Claim was
adjourned indefinitely.  Rule 3007-1(f)(iii) of the Local Rules of
Bankruptcy Practice and Procedures of the U.S. Bankruptcy Court
for the District of Delaware was amended on September 1, 2002, to
provide that "[a]n objection based on substantive grounds shall
include all objections on substantive grounds."  The Objection was
filed before the rule amendment and was not required to include
every substantive objection.

Initially, more than 99 claims were filed by Miller Dial and other
PRPs in connection with the EMOU.  However, with the exception of
Miller Dial's Claim, all of the claims have been disallowed,
expunged or the parties have otherwise agreed to withdraw their
claims in anticipation of the finalization of the Consent Decree.  
Pursuant to a consent agreement, the time for the EPA to file a
claim in connection with CERCLA liabilities relating to the EMOU
has not expired.

                        Claim Is Moot

The Debtors assert that the Miller Dial Claim should be disallowed
and expunged because Miller Dial has agreed to resolve its claims
at the EMOU pursuant to the Consent Decree.  Pursuant to the
Consent Decree, without admitting any liability, Systems agreed to
pay $400,000, together with certain interest, to the EPA over
three years -- an amount not even close to the $50,000,000
asserted in the Miller Dial Claim.

          Claim Must be Disallowed Under Section 502(e)(1)(B)

Section 502(e)(1)(B) of the Bankruptcy Code provides, in pertinent
part, that:

       "The court shall disallow any claim for reimbursement or
       contribution of an entity that is liable with the debtor
       on or has secured the claim of a creditor, to the extent
       that --

          (B) such claim for reimbursement or contribution is
       contingent as of the time of allowance or disallowance of
       such claim for reimbursement or contribution;"

The term "shall" means that disallowance under Section
502(e)(1)(B) is mandatory.  Thus, if the debtor or other objecting
party establishes the existence of the elements of Section
502(e)(1)(B), then the court must disallow the claim that is
subject to the objection.

To disallow a claim under Section 502(e)(1)(B), three criteria
must be met:

       (1) the claim must be contingent as of the time of
           allowance or disallowance;

       (2) the claim must be for reimbursement or contribution;
           and

       (3) the claimant must be co-liable with the debtor with
           respect to the claim.

In Miller Dial's case, the three elements are satisfied.

The first factor to consider in determining whether the Claim
should be disallowed is whether it is contingent.  The contingency
contemplated by the Bankruptcy Code relates to both payment and
liability.

A contingent claim is by definition a claim which has not yet
accrued and which is dependent upon some future event that may
never happen.  A claim is contingent until the liability is
established and the co-debtor has paid the creditor.

Miller Dial's claim is that of a co-liable party under Section
502(e)(1)(B), and is contingent until Miller Dial has made payment
on its underlying claim to the principal creditor and, thereby,
fixes its own right to payment from the Debtors.  The future event
that has yet to be established is a determination that Miller Dial
or the Debtors are liable for future response costs.  As such, to
the extent that Miller Dial's claim asserts liability for costs
not yet incurred, Miller's claim is contingent.

Miller Dial's claim is also one for contribution or reimbursement
for past and future response costs at the EMOU and, as such,
satisfies the second element of the equation.

In addition, under the CERCLA, PRPs are jointly and severally
liable for environmental cleanup costs.  Therefore, Miller Dial is
co-liable with Systems with respect to the CERCLA claims asserted
by the EPA or any other PRP claim.

                 Debtors Dispute Any Liability

The Debtors also dispute any liability at the EMOU.  The Debtors
argue that $50,000,000 contingent claim asserted in the Miller
Dial Claim far exceeds any share of liability, if any, that could
potentially be attributed to Systems for any past and future EMOU
cleanup costs.  Even under the Consent Decree, Systems' liability
would only be $400,000.

If, or to the extent that, the Court determines that the mandatory
provisions of Section 502(e)(1)(B) do not apply to Miller Dial's
Claim, the Debtors ask the Court to reduce any claims that the EPA
or any other PRP has or may have to one claim reflecting System's
liability, if any, related to the EMOU.

                Claim Does Not Otherwise Qualify
              for Administrative Expense Priority

The Claim should also be disallowed and expunged because Miller
Dial failed to meet its burden of proving that the Claim is
entitled to administrative expense priority.  Under the pertinent
provision of Section 503(b), only "the actual, necessary costs and
expenses of preserving the estate" are to be afforded
administrative expense priority.  For a claim to be afforded
administrative expense priority under Section 503(b), it must have
arisen from a postpetition transaction and that transaction must
substantially benefit the estate.

The Debtors maintain that Miller Dial failed to allege any facts
that establish that the Debtors have any liability for response
costs at the site.  Miller Dial has not even alleged facts that
establish that it is owed money for past response costs or that it
will incur future response costs at the San Gabriel Site, other
than in connection with the Consent Decree, which releases the
Debtors' obligations. (Safety-Kleen Bankruptcy News, Issue No. 72;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


SOLUTIA INC: Obtains Court's Go-Signal to Use Cash Collateral
-------------------------------------------------------------
The Solutia, Inc. Debtors are authorized to use Cash Collateral in
which any party may have an interest, in accordance with the terms
set forth in a 13-Week Budget for the period from January 9, 2004
through April 2, 2004, and otherwise pursuant to the terms of the
DIP Loan Agreement.

A free copy of the 13-Week Budget is available at:

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

The Debtors will provide copies of cash flow schedules, which
will include accrued but unpaid expenses, as and when required by
their DIP Loan Agreement to Citicorp USA, Inc., Citibank, N.A.,
counsel to the Creditors' Committee and counsel to the 2009
Committee.  The Cash Flow Schedules will replace the 13-Week
Budget and the Debtors will be entitled to use Cash Collateral
without further court approval.  Any dispute in connection with
the 13-Week Budget or the Cash Flow Schedules will be heard by
the Court.  To the extent that any party does not consent to the
use of Cash Collateral, the interests of that party will be
deemed adequately protected. (Solutia Bankruptcy News, Issue No.
5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


STARWOOD HOTELS: Ups Offer Price for Westin Michigan Avenue Hotel
-----------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) is increasing
its offer price to purchase all the limited partnership units of
Westin Hotels Limited Partnership, the owner of the Michigan
Avenue Hotel, to $735 per unit, less the amount of any cash
distributions made or declared with respect to the units on or
after January 1, 2004.

Starwood is also eliminating the conditions to its offer that a
majority of the outstanding units be tendered in the offer and
that it receive consents from holders of a majority of the
outstanding Units to the proposals set forth in its offer to
purchase and solicitation statement, dated November 4, 2003.

Starwood is extending the period of time during which the offer
and related consent solicitation will remain open until 5:00 p.m.,
Eastern time, February 6, 2004, unless further extended.

Starwood's new offer is superior to the offer made by Kalmia
Investors, LLC on January 8, 2004. Starwood is now offering $10
more per unit than Kalmia. In addition, if Starwood receives
consents from holders of a majority of the outstanding units,
Starwood will be able to amend the Partnership Agreement to permit
it to purchase all of the units validly tendered in its offer.
Because Kalmia is not seeking to amend the Partnership Agreement,
Kalmia may not be able to purchase all of the units tendered in
its offer and may subject tendering unitholders to a pro rata
reduction of units that it will accept for payment.

Unitholders who have tendered their units to Kalmia and who now
wish to take advantage of Starwood's increased offer can easily do
so. To withdraw from the Kalmia offer, unitholders should simply
follow the instructions in Kalmia's offer documents or use the
withdrawal form that Starwood will mail to unitholders in the next
several days for this purpose. Starwood expects to file a
supplement to its offer to purchase and solicitation statement and
related materials with the Securities and Exchange Commission and
mail these documents to unitholders in the next several days.

Unitholders who have any questions about Starwood's offer, need
help or would like additional copies of the Offer to Purchase and
Solicitation Statement, the Agreement of Assignment and Transfer,
the Consent Form, the other documents disseminated with the Offer
to Purchase and Solicitation Statement, or the Supplement to the
Offer to Purchase and related materials that Starwood expects to
mail to unitholders in the next several days, should contact
Starwood's information agent, D.F. King & Co., Inc., Toll-Free at
888-605-1957.

As of 5:00 p.m., Eastern time, January 21, 2004, a total of
approximately 27,570 units (representing approximately 20.33% of
the 135,600 outstanding units) had been validly tendered and not
withdrawn.

Starwood Hotels & Resorts Worldwide, Inc. (Fitch BB+ Convertible
Debt Rating, Negative) is one of the leading hotel and leisure
companies in the world with 740 properties in more than 80
countries and 105,000 employees at its owned and managed
properties. With internationally renowned brands, Starwood is a
fully integrated owner, operator and franchisor of hotels and
resorts including: St. Regis, The Luxury Collection, Sheraton,
Westin, Four Points by Sheraton, W brands, as well as Starwood
Vacation Ownership, Inc., one of the premier developers and
operators of high quality vacation interval ownership resorts. For
more information, visit http://www.starwood.com/


STRUCTURED ASSET: Fitch Takes Rating Actions on 4 Securitizations
-----------------------------------------------------------------
Fitch Ratings has placed 3 on Rating Watch Negative and affirmed
22 classes of Structured Asset Securities Corp. residential
mortgage-backed certificates, as follows:

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2001-5

        -- Class B4 Affirmed at 'BB';
        -- Class B5 Remains at 'CCC'.

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2001-10A

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

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2002-10H

        -- Class A Affirmed at 'AAA';
        -- Class B1 Affirmed at 'AA';
        -- Class B2 Affirmed at 'A';
        -- Class B3 Affirmed at 'BBB';
        -- Class B4 Affirmed at 'BB';
        -- Class B5 Rated 'B' is placed on Rating Watch Negative.

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2002-22H Group 1

        -- Class 1A Affirmed at 'AAA'
        -- Class B1-I Affirmed at 'AA'
        -- Class B2-I Affirmed at 'A'
        -- Class B3-I Affirmed at 'BBB'
        -- Class B4-I Affirmed at 'BB'
        -- Class B5-I Rated 'B' is placed on Rating Watch Negative

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2002-22H Group 2

        -- Class 2A Affirmed at 'AAA';
        -- Class B1-II Affirmed at 'AA';
        -- Class B2-II Affirmed at 'A';
        -- Class B3-II Affirmed at 'BBB';
        -- Class B4-II Affirmed at 'BB';
        -- Class B5-II Rated 'B' is placed on Rating Watch
           Negative.

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

The Rating Watch Negative of SASCO 2002-10H class B5 and SASCO
2002-22H classes B5-I and B5-II are taken due to future loss
expectations and the high delinquencies in relation to the
applicable credit support levels as of the December 2003
distribution date.


SUMMITVILLE TILES: Turns to Thompson Hine for Legal Advice
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Summitville
Tiles, Inc.'s case seeks permission from the U.S. Bankruptcy Court
for the Northern District of Ohio to retain Thompson Hine LLP as
counsel.

The Committee points out that the retention of counsel is
necessary in connection with:

     a) consultation with the Committee in connection with the
        ongoing conduct of the Debtor's business and the
        administration of this case;

     b) the preparation of applications, motions and proposed
        orders to be submitted to this Court;
     
     c) assisting and advising the Committee in connection with
        any proposal to sell the Debtor's assets and on- going
        business;

     d) assisting and advising the Committee in the formulation
        of a Plan of Reorganization or Liquidation and
        Disclosure Statement and in the confirmation of a Plan
        of Reorganization or Liquidation;

     e) assisting in the investigation of the Debtor's acts,
        conduct, assets, liabilities and financial condition,
        the operation of the Debtor's business and the
        desirability of the continuance of such business; and

     f) assisting and advising the Committee in performing its
        official functions as set forth in Section 1103 of the
        Bankruptcy Code.

Thompson Hine has advised the Committee that it will seek
allowance of fees, subject to Court approval, on the basis of the
following hourly rates for lawyers and paraprofe ssionals who work
on this case:

          Partners      $265 - $585 per hour
          Associates    $140 - $340 per hour
          Paralegals    $90 - 185 per hour

The Thompson Hine lawyers who will be principally involved in this
case are:

          Alan Lepene           $525 per hour
          Robert Folland        $300 per hour
          Sean A. Gordon        $180 per hour
          Andrew Turscak, Jr.   $175 per hour
          Renee Davis           $150 per hour

Headquartered in Summitville, Ohio, Summitville Tiles, Inc.,
manufactures tile and installation products including a complete
line of grouts, mortars, epoxies, furan, latex, water proofing and
tile care products.  The Company filed for chapter 11 protection
on December 12, 2003 (Bankr. N.D. Ohio Case No. 03-46341).  
Matthew A Salerno, Esq., and Shawn M Riley, Esq., at McDonald,
Hopkins, Burke & Haber Co LPA, represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it estimated debts and assets of more than $10
million.


TOWER AIR: Trustee Reports on Status of On-Going Liquidation
------------------------------------------------------------
Charles A. Stanziale, Jr., serving as the chapter 7 trustee for
the bankruptcy estate of Tower Air, Inc., provides the Honorable
Joel B. Rosenthal, with a concise status report about his on-going
efforts to liquidate the carrier's estate.  

I.  SUMMARY

At present, Tower Air is liquidating under chapter 7 of Title 11
of the United States Code.  Although the case is proceeding under
chapter 7 of the Bankruptcy Code, it has all the attributes and
issues of a case liquidating under chapter 11 of the Bankruptcy
Code.  The Trustee is in the process of liquidating all of the
assets of the Debtor's Estate and converting those assets into
cash for ultimate distribution while also finalizing and
completing the steps necessary to wind down and terminate all
aspects associated with closing and dissolving an international
and domestic airline carrier that employed in excess of 2,000
employees prior to the Petition Date in an orderly fashion.  The
Trustee is also assisting certain governmental agencies that have
contacted the Trustee requesting inforn1ation from the Trustee of
the Debtor's books and records as to certain pre-petition
transactions and practices that occurred.  In order to fully
understand this case, the Trustee provides a synopsis of
the nature of the Debtor's business, significant events over the
past four years in bankruptcy and the status of the major issues
that remain open.  

II. BACKGROUND

    A.  Tower Air, Inc.  -- The Nature of the Debtor's Business

Tower Air, Inc. was incorporated under the laws of the State of
Delaware in August 1982 and obtained its operating certificate
from the Civil Aeronautics Board effective October 1983. Tower was
a publicly traded company which traded on the NASDAQ National
Market. Tower provided scheduled and charter passenger airline
service both in the international and domestic markets by
exclusively utilizing Boeing 747 aircraft.  Additionally,
Tower provided charter air service for domestic and foreign tour
operators, the United States Tower was a member of the Civil
Reserve Military, the United Nations and other organizations.
Aircraft Fleet ("CRAF").  By virtue of its participation in CRAF,
Tower flew numerous flights for the United States Military service
branches. Although headquartered at JFK International Airport in
Jamaica, New York, Tower maintained offices and ground personnel
in Miami, Ft. Lauderdale, Los Angeles, San Francisco, San Juan,
Athens, Tel Aviv and Paris.  When Tower filed for bankruptcy, it
operated a fleet of 14 passenger aircraft (four B747-100s and ten
B747-200s) and three cargo aircraft (one B747-100 and two
B747-200s).

On February 29, 2000, Tower filed a voluntary petition for relief
under chapter 11 of the Bankruptcy Code with the United States
Bankruptcy Court for the District of Delaware (Case No. 00-1280).
From February 29, 2000 to May 3, 2000, Tower, as a debtor-in-
possession, operated as a full-service international and
domestic airline carrier until Tower abruptly ceased (without
prior notice) scheduled passenger service in early May 2000.
Morris Nachtomi, the founder and chief executive officer of Tower
continued to operate and manage Tower as a DIP as he did since the
inception of Tower. On or about May 3, 2000, the Bankruptcy Court
entered an order authorizing the appointment of a chapter 11
trustee.  During the DIP phase of the chapter 11, a tremendous
amount of chapter 11 administrative debt was incurred by the DIP
while operating the Debtor's business and that debt remained
unpaid.  The DIP never filed Schedules, Statement Of Financial
Affairs nor chapter 11 monthly operating reports.

    B. Trustee's Appointment

On or about May 5, 2000, the Trustee was appointed as chapter 11
trustee for Tower.  Upon the appointment of the Trustee on or
about May 5, 2000, Mr. Nachtomi left the JFK premises of Tower and
vacated his position as chief executive officer.  The Trustee
scaled back the operations of the airline and significantly
reduced the workforce.  The Trustee maintained a limited amount of
flight activity through the charter business and the CRAF
program by virtue of the military contracts Tower serviced in
order to preserve the value of Tower as a going concern.
Additionally, by maintaining limited flight activity, the Trustee
attempted to preserve the value of the flight operating
certificates in order to pursue a Sec. 363 sale of certain assets
of Tower and maximize a recovery to the Debtor's Estate. By
September 2000, the primary secured creditor (GMAC Business
Credit, LLC) funding Tower in the chapter 11 case was unwilling to
fund further flights operations. Consequently, the Trustee ceased
all flight activity in mid-September 2000.  Effective December 20,
2000, the Debtor's chapter 11 case was converted to a case under
chapter 7.

The Trustee was selected to serve and remain on as the chapter 7
trustee for Tower.  From December 20, 2000 until June 2001, the
Trustee operated the chapter 7 case of Tower pursuant to a Sec.
72l order [Docket No. 976] in order to effectuate an orderly
liquidation of the Debtor's assets and wind down the affairs of
the airline.  Effective June 1, 2001, the primary pre-petition
secured creditor and post petition financier, GMAC Business
Credit, LLC advised the Trustee that it would no longer allow the
use of cash collateral to fund the operating chapter 7 case, and
the Trustee was forced to terminate the skeleton crew remaining at
Tower and close the Debtor's doors at JFK.  On June 15, 2001, the
Trustee conducted a public auction of the fixtures and furniture
of Tower at the JFK location.  As of June 30, 2001, the Trustee
liquidated all of the hard assets of Tower Air, Inc. that were
located at JFK International Airport and vacated the premises of
Tower at JFK International Airport.

Subsequent to July 1, 2001, the Trustee continued to liquidate the
assets of Tower and continued to investigate certain pre-petition
activity of the publicly traded company for which he believed
existed possible causes of action for the Debtor's Estate. In
September 2001, after many months of hotly contested and lengthy
negotiation sessions, the Trustee finally resolved the differences
and controversies that existed between the Debtor's Estate and its
primary pre-petition secured creditor, GMAC Business Credit, LLC,
who also served as Debtor's post-petition financier. The terms of
the settlement were evidenced by that certain stipulation of
settlement which was approved by the Bankruptcy Court on or about
September 20, 2001.  The global settlement as memorialized in a
stipulation of settlement is evidenced by three orders entered by
the Bankruptcy Court, Docket Nos. 1331, 1332, and 1349.

As a result of the Global GMACBC Settlement, the Trustee and
GMACBC are complying with the terms of the stipulation of
settlement as it relates to the liquidation and distribution of
certain types of the Debtor's assets in which GMACBC has an
interest.  The Trustee continued its due diligence of the Debtor's
pre-petition activity in the Fall of 2001 which resulted in  
numerous lawsuits being instituted by the Trustee on behalf of the
Debtor's Estate, including, but not limited to, almost 100
preference actions being filed in late 2001 and early 2002. There
were other lawsuits arising from the due diligence and
investigation conducted by the Trustee which are described below.
Additionally, the Trustee was and is pursuing certain assets that
were due to the Debtor's Estate as a result of ceasing flight
activity and the termination of all of the Debtor's operations for
which certain issues are presently being resolved.

III. STATUS OF LIQUIDATION OF ASSETS OF DEBTOR'S ESTATE

     A. Litigation Pending

        1. Avoidance Actions

During late 2001 and early 2002, the Trustee instituted
approximately 100 avoidance actions. Most of the 100 adversary
actions have settled and said settlements have been approved by
the Bankruptcy Court.  There are several court-approved
settlements for which the settlement payments are being paid to
the Debtor's Estate on an installment basis for which the Trustee
is still receiving payment.  There is one unresolved avoidance
action for which the parties have not been able to reach a
settlement even though the Bankruptcy Court ordered the matter to
mediation. This unresolved avoidance action bears the caption
Charles A. Stanziale, Jr., as chapter 7 trustee for the bankruptcy
estate of Tower Air, Inc. v. Pratt & Whitney, assigned adversary
proceeding number A-O1-OO88.  The assigned mediator was the
Honorable Erwin Katz, retired U.S.B.J.  Mediator Katz conducted
the mediation.  Unfortunately, at the mediation, the Defendant
advised Mediator Katz that it could not settle the issue at
controversy since it perceived the issue as an industry-wide
issue, and thus there could be no settlement that could be
reached.  Mediator Katz directed the parties to draft an agreed-
upon stipulation of facts and briefing schedule since the issue at
controversy was a legal issue so the Bankruptcy Court could decide
the legal issue and resolve the dispute. After several drafts of
the proposed stipulation of facts, the parties realized that they
could not agree on the form of stipulation of facts.  On or about
December 16, 2003, Judge Newsome conducted a status conference on
the Pratt & Whitney Adversary, and tile parties advised the Court
as to their positions and issues. Further, Pratt & Whitney
requested additional time to pursue discovery, and the Court
issued a scheduling order (Doc. 18) setting April 1, 2004, as the
deadline for filing discovery motions; April 16, 2004, as the
Discovery Cut-Off Date; and fixing April 30, 2004, as the deadline
for the parties to file Summary Judgment Motions.  

        2. Tower Air, Inc. Litigation Trust
           $100 Million Suit Against Ernst & Young in Baltimore

Pursuant to a Bankruptcy Court order dated January 13, 2003
(Docket. No. 1653), the Debtor's Estate is participating as a
beneficiary together with certain pre-petition creditors of Tower
Air, Inc., in the Tower Air, Inc., Litigation Trust.  The purpose
of the Tower Air, Inc. Litigation Trust was to investigate and
pursue possible causes of action concerning certain action and/or
inactions of Ernst & Young, LLP, Tower's former independent
auditors, financial consultants and tax advisors, to consolidate
all claims and, if warranted, to file a lawsuit for damages
against E&Y.  The Tower Air Litigation Trust instituted a lawsuit
against E&Y on the basis of fraud, fraudulent concealment,
negligence and malpractice and negligent misrepresentation which
is pending in the Circuit Court for Baltimore County in the State
of Maryland.  E&Y served as the independent auditor for Tower Air,
Inc., almost from the inception of Tower and from time to time
served as financial consultant and tax advisor to Tower. The
matter is presently scheduled for trial before the Maryland Court
in October 2004. The amount of damages being sought is well in
excess of $100,000,000.  Pursuant to the terms of the Tower
Air, Inc. Litigation Trust, the Debtor's Estate would receive 50%
of the net recovery from this action.

        3. The "D&O Action"
           Trustee Pursues $10 Million of D&O Coverage

Mr. Stanziale, in his capacity as chapter 7 trustee of Tower Air,
Inc. sued Morris Nachtomi, Stephen Gelband, Stephen Osborn, Henry
Baer, Leo-Arthur Kelmenson, Eli J. Segal and Terry V. Hallcom --
the directors of Tower -- in the United States District Court for
the District of Delaware (Civil Case No. 01-403).  The matter
is pending in the District Court.  There is D&O insurance coverage
with a policy limit of $10,000,000.00.

        4. FOD Damage Claim Appeal
           Does FINOVA Get to Keep Insurance Money?

Mr. Stanziale, as chapter 7 trustee of Tower Air, Inc. sued FINOVA
Capital Corporation.  This matter is pending at the United Stated
Circuit Court Of Appeals For The Third Circuit (No. 03-3101).  
This appeal involves a dispute as to whether FINOVA, undersecured
in Tower's bankruptcy case, is entitled to recover both its
fully-repaired, fully-restored collateral (in this case, an
aircraft engine) with the costs of the repair and restoration paid
by the Debtor and insurance proceeds subsequently paid to the
Debtor by reason of loss or damage to the collateral to partially
reimburse the Debtor for the out-of-pocket expenses incurred and
paid by the Debtor in repairing and restoring the Debtor's
equipment which served as the creditor's collateral.  The
underlying claim was as a result of an aircraft engine being
struck by a foreign object giving rise to a foreign object damage
("FOD") claim.  

This controversy arises from the Trustee successfully pursuing an
insurance claim against Tower's insurers wherein the claim was
resolved for $1,951,503.26,  Since a $1,000,000 deductible existed
under the applicable insurance policy, Tower's insurers agreed to
pay the Trustee the sum of $951,503.26 as a settlement of the FOD
Claim.

The settlement of the FOD Claim was sent out on notice in
accordance with Bankruptcy Court procedure and FINOVA Capital
Corporation objected to the settlement contending that the
Debtor's Estate was not entitled to the settlement funds (even
though the Debtor paid for the repairs), but rather FINOVA was
entitled to the settlement proceeds, even though FINOVA
was in possession of the fully repaired and restored engine since
the Debtor relinquished the aircraft and engine back to FINOVA
prior to resolving the insurance claim, The Bankruptcy Court
approved the settlement by and between the Trustee and the Tower
insurers.  The Bankruptcy Court directed that the $951,503.26 FOD
settlement funds be held in escrow by the Trustee until either a
court decision was rendered or an amicable resolution of the
dispute was reached by the parties.  In late August 2001, the
Bankruptcy Court entered an order in favor of FINOVA. The Trustee
obtained an order from the Bankruptcy Court granting stay pending
appeal [Docket Number 1318] and the Trustee appealed to the United
States District Court For The District Of Delaware. After 18
months, the District Court affirmed the Bankruptcy Court's
decision. The Trustee appealed the District Court's order to the
United States Court Of Appeals For The Third Circuit. As part of
the civil mediation program of the United States Court Of Appeals
For The Third Circuit, this matter is presently in mediation.  The
first mediation session was conducted on December 17, 2003, and
the mediation process is presently ongoing. The funds in question
are being held by the Trustee in escrow in an interest-bearing
account until final resolution of the dispute.

     B. Administrative Issues

        1. Insurance Claims

The Trustee is pursuing certain insurance claims with Tower's
insurers in order to recoup certain losses that the Debtor
experienced pre-petition for which it never pursued coverage. The
Trustee is in different stages of negotiations with the Debtor's
insurers in an attempt to amicably resolve the outstanding matters
and avoid litigation. The aggregate amounts of coverage exceeds
$750,000.  

        2. Terminating And Winding Down
           Employees Savings And Pension Plans

The Trustee is in the final stages of wind-down and closing out
the Tower employees' savings plans in compliance with ERISA and
other applicable law.  Tower maintained two employees' savings
plans.  The Trustee is working jointly with the United States
Department of Labor in terminating these plans.

        3. Resolving Claims

The Trustee is in the process of resolving certain chapter 11
administrative claims for which he has questioned as to the amount
and extent of claims. The Trustee is also reviewing and providing
infoffi1ation that has been requested by certain governmental
agencies of him as to certain of Tower's pre-petition activity in
order to assist the government in resolving certain claims held by
the United States government against Tower.

Mr. Stanziale is represented in Tower's on-going liquidation by:

          Richard W. Riley, Esq.
          Duane Morris LLP
          1100 North Market Street, Suite 1200
          Wilmington, DE 19801-1246
          Telephone: (302) 657-4928
          Facsimile: (302) 657-4901
          rwrilev@duanemorris.com

               and

          Diane E. Vuocolo, Esq.
          Duane Morris LLP
          One Liberty Place
          Philadelphia, PA 19103-7396
          Telephone: (215) 979-1516
          Facsimile: (215) 979-10202

               and

          Donald. J. Crecca, Esq.
          Schwa11z, Tobia, Stanziale, Sedita & Campisano, P.A.
          Kip's Castle
          22 Crestmont Road
          Montclair, NJ 07042
          Telephone: (973) 746-6000
          Facsimile: (973) 746-8250


UNITED AIRLINES: URPBPA Wants Nod to Represent Retired Pilots
-------------------------------------------------------------
The United Retired Pilots Benefit Protection Association (URPBPA)
filed an emergency motion in U.S. bankruptcy court in Chicago. The
motion requests the court to appoint URPBPA as the representative
of the retired United Airlines pilots and their beneficiaries in
any discussions United may have concerning the company's announced
plan to reduce retiree medical benefits and to increase the amount
United charges its retired pilots and their dependents and
survivors for medical insurance coverage.

Since United announced their plans the other week, URPBPA's
attorneys have had discussions with the company's management and
UAL's attorneys requesting that URPBPA be included in any
discussions concerning proposed changes to the retired pilots'
medical plans. URPBPA President Roger Hall sent UAL Chairman, CEO
and President Glenn Tilton a letter late last week requesting that
URPBPA be recognized as the representative of the retired pilots,
their dependents and survivors.

URPBPA President Roger Hall stated, "Any attempt by United to
exclude URPBPA from discussions concerning changes to existing
pilot retiree medical insurance or to include individuals or
groups of individuals other than URPBPA and its team of attorneys
and experts as the representatives of retired United Airlines
pilots and their dependents and survivors will be challenged most
vigorously in the bankruptcy court by URPBPA."

URPBPA is a not-for profit Illinois corporation formed late in
2002 following the Chapter 11 bankruptcy filing by UAL
Corporation, the parent company of United Airlines. URPBPA
represents more than 3,000 retired United pilots or their
beneficiaries. URPBPA's goal is to ensure that the pensions,
health insurance and other benefits promised by United to the
retired pilots, their dependents and survivors for their years of
good and faithful service continue unchanged. Some of these pilot
retirees served United or one of its predecessors with careers
that spanned 30 to 40 or more years. Many flew in "The Friendly
Skies" for half of the total history of the airline. The nine-
member board of directors that oversees URPBPA's activities
consists of eight highly respected retired United captains with
considerable past representation and management experience, and
the widow of a veteran United captain.


UNITED RENTALS: S&P Affirms Low-B Level Corporate Credit Rating
---------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on United Rentals (North America) Inc. and affirmed
other ratings. At the same time it assigned its 'BB-' senior
unsecured debt ratings to the company's proposed offering of $1
billion senior unsecured notes due in 2012 (under Rule 144A with
reg. rights). Standard & Poor's also assigned its 'B+'
subordinated debt rating to the company's proposed offering of
$375 million senior notes due in 2014 (under Rule 144A with
registration rights).

In addition, Standard & Poor's assigned its 'BB' senior secured
bank loan rating and '2' recovery rating to the company's amended
and restated $1.55 billion senior secured credit facility due in
seven years, indicating a substantial (80%-100%) likelihood of
recovery of principal in a default scenario. Together proceeds
will be used to refinance outstanding obligations under its
existing bank facility and certain senior unsecured and
subordinated notes.

"The refinancings extend debt maturities and significantly lower
interest expense. However, tender premiums and other fees are
expected to increase debt in 2004," said Standard & Poor's credit
analyst John Sico.

The outlook is stable on Greenwich, Connecticut-based URI, which
has approximately $3 billion in debt outstanding.

URI is the world's largest provider of equipment rentals, along
with good geographic, product, and customer diversity, offset by
exposure to cyclical construction end-markets and a moderately
aggressive financial policy.


UNITED STEEL: Asking for Authority to Hire J.H. Cohn as Accountant
------------------------------------------------------------------
United Steel Enterprises, Inc., seeks permission from the U.S.
Bankruptcy Court for the District of New Jersey to hire and employ
J.H. Cohn as Accountants.

The Debtor selected the Firm because it has considerable knowledge
about the Debtor's business affairs and is well qualified to
render accounting and financial advisory services.

In its capacity, the Debtor expects J.H. Cohn to:

     a. advise and assist the Debtor in the preparation of
        financial information, including Statement of Financial
        Affairs, monthly operating reports and other information
        that may be required by the Bankruptcy Court, the United
        States Trustee and/or the Debtor's creditors and other
        parties in interest;

     b. assist the Debtor in communications with the parties in
        interest and their respective advisors, including the
        Creditors' Committee;

     c. assist the Debtor in preparing and/or reviewing budgets,
        financial statements, long term-cash flow projections,
        weekly flash reports, or other special projects or
        reports;

     d. attend meetings with parties in interest and their
        respective advisors;

     e. provide operational consulting services, including
        assisting in the identification and implementation of
        cost savings and/or revenue enhancements;

     f. review and assist in preparation and filing of corporate
        tax returns;

     g. analyze creditor claims and prepare and evaluate
        litigation and claim objections;

     h. advise and assist the Debtor in developing, identifying
        and evaluating any proposed restructuring transactions
        and in preparing presentation of restructuring plan and
        alternatives to the creditors;

     i. advise and assist the Debtor in connection with the
        formulation, negotiation, preparation and confirmation      
        of a plan or plans of reorganization;

     j. advise and assist the Debtor in negotiating, analyzing
        and formulating;

          (i) any debtor in possession financing facilities or
              amendments thereto,

         (ii) any exit financing facilities required in
              connection with the implementation of a plan of
              reorganization or (iii) other financing
             transactions;

     k. conduct an audit of the Debtor's financial statements
        for the year ended December 31, 2003, and subsequent
        years;

     l. conduct an audit of the Debtor's 401k plan for the year
        ended December 31, 2003;

     m. prepare quarterly compilations for each of the quarters
        in the year ended December 31, 2004;

     n. tax planning and preparation and filing of tax returns
        as they may become due;

     o. provide other consulting and financial advisory services
        in these chapter 11 cases, as requested by the Debtor
        and/or its counsel; and

     p. provide such services, as mutually agreeable, as may be
        incident to and necessary to carry out the above.

Bernard A. Katz, a partner in J.H. Cohn, reports that the firm's
normal billing rates for the accounting and financial advisory
services are:

          Senior Partner      $495 per hour
          Partner             $425 per hour
          Director            $385 per hour
          Senior Manager      $330 per hour
          Manager             $300 per hour
          Supervisor          $275 per hour
          Senior Accountant   $230 per hour
          Staff               $175 per hour
          Paraprofessional    $120 per hour

Headquartered in East Stroudsburg, Pennsylvania, United Steel
Enterprises, Inc., makes racks for use in industrial warehouse
storage and interior retail display.  The Company filed for
chapter 11 protection on December 15, 2003, (Bankr. N.J. Case No.
03-50284).  Paul R. DeFilippo, Esq., at Wollmuth Maher & Deutsch
LLP represents the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of over $10 million.


VELTRI METAL PRODUCTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Veltri Metal Products, Inc.
        dba Veltri Holdings USA, Inc.
        900 Wilshire Drive, Suite 270
        Troy, Michigan 48084

Bankruptcy Case No.: 04-40993

Type of Business: The Debtor is a privately-held full-service
                  Tier One designer and manufacturer of high-
                  quality, stamped metal assemblies and modules
                  such as underbody, chassis and body structures.
                  Major customers include DaimlerChrysler, Ford
                  Motor, and General Motors.
                  See http://www.veltrimetal.com/

Chapter 11 Petition Date: January 13, 2004

Court: Eastern District Of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Robert A. Weisberg, Esq.
                  Carson Fischer, P.L.C.
                  300 East Maple Road, 3rd Floor
                  Birmingham, MI 48009
                  Tel: 248-644-4840

Total Assets: $173,706,000 (as of 1998)

Total Debts:  $128,428,000 (as of 1998)


VITESSE SEMICONDUCTOR: Red Ink Continues to Flow in Q1 Fiscal 2004
------------------------------------------------------------------
Vitesse Semiconductor Corporation (Nasdaq:VTSS) today reported
results for the first quarter of fiscal 2004 ended December 31,
2003.

Revenues in the first quarter of fiscal 2004 were $50.3 million,
compared to $35.7 million in the first quarter of fiscal 2003, and
$42.8 million in the fourth quarter of fiscal 2003.

On a generally accepted accounting principles (GAAP) basis, net
loss for the first quarter of fiscal 2004 was $8.0 million or
$0.04 loss per share compared to net loss of $11.0 million or
$0.06 loss per share in the first quarter of fiscal 2003 and net
loss of $36.0 million or $0.17 loss per share in the fourth
quarter of fiscal 2003.

Pro-forma net income for the first quarter of fiscal 2004 was
$172,000 or $0.00 income per share, compared to pro-forma net loss
of $9.6 million or $0.05 loss per share in the first quarter of
fiscal 2003, and pro-forma net loss of $6.4 million or $0.03 loss
per share in the prior quarter. Pro-forma net income for the first
quarter of fiscal 2004 excludes the amortization of intangible
assets, acquisition related deferred stock-based compensation,
restructuring charges and income taxes.

Vitesse's President and CEO, Lou Tomasetta, commented, "I am
pleased to report that in the first quarter of fiscal 2004 we
attained our near-term goal of achieving profitability on a pro-
forma basis. We reached this milestone through a tremendous amount
of hard work by our employees and some tough cost-cutting
decisions we had to make during the past three years. We are very
encouraged by signs of growth that we see in our end markets and
we hope to continue the improvements to both top line revenues and
profitability for the remainder of the year. During the quarter we
grew revenues sequentially by over 17%, driven by strength in all
of our focus areas. We continued to see the results of our cost
reduction measures, as our pro-forma research and development and
selling, general and administrative expenses declined by
approximately $2.6 million from the prior quarter."

"During the quarter we entered into a definitive agreement to
acquire Cicada Semiconductor, a supplier of physical layer
products for the Ethernet market. We are very excited about this
acquisition as it doubles the available market for our LAN switch
products as the market migrates to gigabit speeds."

Dr. Tomasetta continued, "We expect that revenues will increase
sequentially by approximately 10% in the second quarter of fiscal
2004. We are also forecasting our GAAP loss to be between $0.03 to
$0.05 per share and our pro-forma net income to increase to $0.01
per share in the second quarter of fiscal 2004."

Vitesse (S&P, B Corporate Credit Rating, Negative) is a leading
designer and manufacturer of innovative silicon solutions used in
the networking, communications and storage industries worldwide.
Vitesse works to specifically address the requirements of system
designers and OEMs by providing high-performance, integrated
products that are ideally suited for use in Enterprise, Access,
Metro and Core applications. Additional company and product
information is available at http://www.vitesse.com/


WELLMAN: Weak Financial Performance Spurs S&P's Credit Rating Cut
-----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Shrewsbury, New Jersey-based Wellman Inc. to 'B+' from
'BB-', citing the continuation of weaker-than-expected operating
and financial performance.

At the same time, Standard & Poor's assigned its 'BB-' rating and
its recovery rating of '1' to both the company's proposed $175
million secured revolving credit facility and $125 million secured
first-lien term loan due 2009. The 'BB-' rating is one notch
higher than the corporate credit rating; this and the '1' recovery
rating indicate a high expectation of full recovery of principal
in the event of a default.

In addition, a 'B-' rating and a recovery rating of '5' are
assigned to the proposed $300 million secured second-lien term
loan due 2010. The 'B-' rating is two notches lower than the
corporate credit rating; this and the '5' recovery rating indicate
that the lenders can expect negligible (0%-25%) recovery of
principal in the event of a default. The lower rating reflects the
lenders' negligible recovery prospects after considering the
priority claims of the revolving facility and first-lien term loan
lenders, and Standard & Poor's view that the large amount of
second-lien term loan debt will substantially dilute recoveries
for these lenders.

The outlook is negative. Pro forma for the refinancing
transaction, Wellman, a producer of polyester staple fibers and
polyethylene terephthalate resins, will have approximately $478
million in total debt outstanding.

"While the transaction eliminates significant near-term
refinancing risk, the downgrade reflects the continuation of
lower-than-expected profitability during recent quarters and an
increasingly onerous debt burden, resulting in additional
deterioration to Wellman's financial profile," said Standard &
Poor's credit analyst Franco DiMartino.

Additionally, the firm's recently announced $140 million asset
impairment charge, and two cost reduction programs implemented
during the latter half of 2003, signal that business conditions in
the polyester fibers segment have deteriorated beyond recent
expectations in the face of growing imports from Asia. In the
domestic PET industry, operating rates remain low following the
2003 startup of two large-scale PET plants in the North American
market, representing an increase of approximately 14% to regional
capacity, which occurred ahead of market expectations. These
developments, combined with persistent higher raw material costs
and the negative impact on demand from adverse weather conditions
in the northeastern U.S. last summer, served to materially dampen
profits during the past year. The proceeds of the transactions
will be used to refinance essentially all of the company's
existing debt, as well as off-balance-sheet transactions related
to a $150 million synthetic lease on PET resin manufacturing
assets, an $87 million raw material purchase contract (previously
viewed to be a contingent obligation) and a $28 million accounts
receivable securitization program.

The ratings could be lowered if operating profitability
deteriorates beyond current levels due to unfavorable market
conditions, or if the company is unable to execute on its cost
reduction programs in order to protect against additional margin
slippage, which would give rise to additional credit concerns.
Ratings are also based on the assumption that management will
maintain satisfactory levels of liquidity until business
conditions improve and that the current financing plan will be
completed as proposed.


WESTERN GAS: Completes Redemption of 800,000 Preferred Shares
-------------------------------------------------------------
Western Gas Resources, Inc. (NYSE: WGR) completed its previously
announced redemption of 800,000 shares of its $2.625 Cumulative
Convertible Preferred Stock.  

Of the 800,000 shares of Preferred Stock called for redemption,
holders elected to convert 786,751 shares and Western redeemed
13,249 shares.  Western issued 989,622 shares of its Common Stock
for the 786,751 shares of Preferred Stock tendered for conversion
and paid approximately $672,000 for the shares of Preferred Stock
redeemed.

Following the redemption on January 21, 2004, a total of 1,252,943
shares of the $2.625 Cumulative Convertible Preferred Stock remain
outstanding.

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/


WINN-DIXIE: Appoints Brad Spooner Division Manager for N. Florida
-----------------------------------------------------------------
Winn-Dixie Stores, Inc. (NYSE: WIN) announced Brad Spooner as
Division Manager of its North Florida Division, effective
immediately.

Spooner will be responsible for leading the operations of 136
Winn-Dixie locations in a 47-county area from just south of
Jacksonville, Florida to southern Georgia.  He most recently
served as Senior Director of Operations. He will report to John
Sheehan, Senior Vice President of Operations.

"Brad brings a strong background in the supermarket industry, a
keen operations sense and a strong commitment to customer
service," said Sheehan. "He has held virtually every position in
the store during his 22-year career in the supermarket industry.  
That hands-on experience, impressive leadership skills and ability
to get things done, make him the ideal choice to head up our North
Florida Division."

Spooner joined Winn-Dixie in November 2002, after spending 20
years with Randalls Food Markets, Inc., a division of Safeway,
Inc., headquartered in Houston, Texas, where he was previously a
District Manager. He began his grocery store career as a stock
clerk and worked his way up through various positions, including
Meat Market Manager, Store Director and Director of Retail
Support.  He replaces Bob Baxley, who has left the company.

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food
retailers in the nation and ranks 149 on the FORTUNE 500(R) list.
Founded in 1925, the company is headquartered in Jacksonville, FL,
and operates more than 1,070 stores in 12 states and the Bahamas.
Frank Lazaran serves as President and Chief Executive Officer.  
For more information, visit http://www.winn-dixie.com/  

                         *    *    *

As reported in Troubled Company Reporter's October 13, 2003
edition, Moody's Investors Service placed all ratings of
Jacksonville, Florida-based supermarkets operator Winn-Dixie
Stores, Inc. under review for downgrade. These were:

     - $300 million 8.875% senior notes (2008) of Ba2,
     - $1.0 billion senior unsecured shelf of (P)Ba2,
     - Senior implied rating of Ba1, and
     - Long-term issuer rating of Ba2.

Moody's did not rate the current $300 million secured revolving
credit facility. Approximately $300 million of debt securities
were affected.

According to Moody's, the review was prompted by:

     (1) increasing concern that the company's financial
         flexibility has started to deteriorate after two quarters
         of poor operating performance,

     (2) the challenges in winning back customers through
         narrowing the price gap with efficient competitors such
         as Publix (not rated) and the Wal-Mart (senior unsecured
         rating of Aa2) supercenter format, and

     (3) revenue pressures that have confronted the traditional
         supermarkets since alternative grocery retailers started
         becoming prominent.


WORLDCOM INC: Provides Full-Year 2004 Financial Guidance
--------------------------------------------------------
MCI (WCOEQ, MCWEQ) provided financial guidance for full-year 2004.

MCI expects to generate revenue between $21 billion and $22
billion, a decline of approximately 10 to 12 percent versus
expected 2003 results, primarily reflecting overall industry
conditions and continued declining trends in the consumer market.
Operating income is expected to be between $1.1 billion and $1.3
billion, which includes depreciation and amortization of $1.7
billion and restructuring charges of approximately $100 million,
resulting in an increase of $300 million to $400 million versus
expected 2003 results. Net operating cash flow is expected to
exceed $1 billion, after capital expenditures of 6 to 8 percent of
revenues, but including proceeds from the sale of certain non-core
assets.

The Company remains focused on delivering an innovative set of
products and services which take advantage of advancements in
converged voice and data networks, as well as an aggressive cost
reduction program, which includes a reduction of sales, general
and administrative (SG&A) expense by 15 to 20 percent versus
expected 2003 results. The Company expects to achieve this
reduction through increased on-net utilization, selective
outsourcing, attrition and workforce reductions as necessary. MCI
remains on track to emerge from U.S. Chapter 11 protection in
February 2004.

"Last year we made tremendous strides in improving MCI's financial
health and returning to a path toward market leadership," said Bob
Blakely, MCI executive vice president and chief financial officer.
"While current market conditions remain difficult, we believe our
solid enterprise performance, our industry-leading IP strengths
and ability to serve businesses globally position us well to
succeed over the long-term."

                        Business Segments

Following are highlights related to each of the company's three
business segments:

Business Markets revenue, which includes sales to U.S. domestic
enterprise customers, is expected to decline 6 to 8 percent versus
2003. Continued competitive pricing pressure, especially in Small
and Medium-sized Business and traditional long-distance services,
is expected to be partially offset by gains in new product
offerings, such as multi-protocol label switching and other
Internet-protocol-based services, as well as a broad range of
Managed Services offerings. The Company expects better than
overall revenue trends in its Enterprise and Government Markets
segments.

International revenue, which includes sales to Europe, Middle East
and Africa, Asia-Pacific and Latin America commercial customers,
is expected to decline at similar levels to Business Markets.
Continued competitive pricing pressure is expected to be partially
offset by stable volumes in EMEA and new entries into emerging
countries. MCI continues to operate the largest facilities-based
network with the highest total points-of- presence of any
international carrier.

Mass Markets revenue, or sales to domestic U.S. consumers, is
expected to decline 20 to 25 percent versus 2003. This reflects
continued long-distance industry revenue declines primarily due to
wireless substitution, intensified competitive conditions and the
impact of national Do Not Call legislation. Mass Markets will
continue to focus on the U.S. local services markets and plans to
launch a consumer voice-over IP initiative in 2004.

                    2004 Capital Expenditures

MCI has invested $38 billion in its network over the past six
years, placing it in a position of strength to benefit from the
industry's move toward IP. Today, MCI's IP network can connect
customers to more places, more directly, than any other IP network
in the world. Continuing to invest for the future, the Company
expects 2004 capital expenditures to be 6 to 8 percent of revenue.
MCI is expanding its MPLS footprint that supports the convergence
of voice and data, as well as investing in network security
products and advanced application features.

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
points-of-presence (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/


WORLD HEART: Commences Novacor(R) Direct Sales in Canada & Europe
-----------------------------------------------------------------
World Heart Corporation (OTCBB: WHTOF, TSX: WHT) established
direct sales and support capability and responsibility for its
Novacor(R) LVAS product in Europe and Canada, while retaining the
exclusive distributor relationship for Japan with Edwards
Lifesciences Corporation (NYSE:EW). From July 1st, 2000 until
December 31st, 2003, Edwards was the exclusive distributor for
Novacor LVAS outside the United States and Japan. Sales and
customer support in the United States continues to be delivered
directly by WorldHeart.

With the cooperation of Edwards, several members of the team that
has supported sales and service of Novacor LVAS in Europe have
joined WorldHeart to form the nucleus of the WorldHeart Europe
operation. Sales and Logistics report to the Director of
Operations, Mr. Rob Petterson, and Clinical Support reports to Mr.
Terry McCarthy, Director of Clinical Services. European operations
are based in Heesch, The Netherlands and report to WorldHeart's
Director of Business Development Mr. Matthew Ebbs. Additional
sales and field support staff will be added during the first half
of this year.

Ms. Jennifer Poulsen will have sales and marketing responsibility
for Canada, reporting to the Director of Sales North America, Mr.
John Marinchak. In addition Ms. Poulsen, will be responsible for
the Canadian logistical and clinical support, which is based in
Ottawa, Ontario.

"Following WorldHeart's acquisition of the Novacor Division on
June 30th, 2000, Edwards Lifesciences' role in sales and clinical
support outside United States was a key factor in preserving
market share and maintaining the highest standards of customer
service," said Roderick M. Bryden, President and Chief Executive
Officer of WorldHeart. "Today, WorldHeart has the capacity to
deliver these key services directly to the benefit of our
customers and our shareholders. We will continue to have a close
relationship with Edwards as supplier of key components of Novacor
LVAS, valve conduits and ePTFE inflow conduits, and as our
exclusive distributor in the promising Japanese market".

    About Novacor LVAS
    ------------------
Novacor LVAS is an implanted electromagnetically driven pump that
provides circulatory support by taking over part or all of the
workload of the left ventricle. With implants in 1,500 patients,
no deaths have been attributed to device failure, and some
recipients have lived with their original pumps for as long as
four years - statistics unmatched by any other implanted
mechanical circulatory support device on the market. Novacor LVAS
is commercially approved as a bridge to transplantation in the
U.S. and Canada. In the United States, the FDA is currently
reviewing WorldHeart's Pre-market Approval Supplement submission
to expand the current indication for Novacor LVAS to include
implants in end-stage heart failure patients who have relative
contraindications that may resolve with LVAS support.

As previously announced, subject to approval of the Food and Drug
Administration (FDA), WorldHeart intends to conduct a Pivotal
Trial in up to 40 centers in the United States, in which
Novacor(R) LVAS (left ventricular assist system) is compared to
HeartMate(R)XVE LVAS in use as Destination Therapy for patients
suffering from irreversible left ventricular failure who are not
transplant candidates.

In Europe, the Novacor LVAS has unrestricted approval for use as a
bridge to transplantation, an alternative to transplantation and
to support patients who may have an ability to recover the use of
their natural heart. In Japan, the device is commercially approved
for use in cardiac patients at risk of imminent death from non-
reversible left ventricular failure for which there is no
alternative except heart transplantation.

                 About World Heart Corporation

World Heart Corporation, a global medical device company based in
Ottawa, Ontario and Oakland, California, is currently focused on
the development and commercialization of pulsatile ventricular
assist devices. Its Novacor(R) LVAS is well established in the
marketplace and its next-generation technology, HeartSaverVAD(TM),
is a fully implantable assist device intended for long-term
support of patients with end-stage heart failure.

World Heart Corporation's June 30, 2003 unaudited balance sheet
shows a total shareholders' equity deficit of about CDN$53
million, while its June 30, 2003, Proforma balance sheet shows a
total shareholders' equity deficit of about CDN$69 million.


* Mark Bradshaw Named Partner at Marshack Shulman Hodges & Bastian
------------------------------------------------------------------
The law firm of Marshack Shulman Hodges & Bastian LLP (MSHB)
announced that Mark Bradshaw has been named partner at the firm,
and will continue to focus on complex bankruptcy matters and
bankruptcy-related litigation.

"We are proud to have Mark continue his excellent work and client
service in his new role as Partner," said Leonard M. Shulman,
managing partner at MSHB. "Mark's advancement strengthens our
bankruptcy practice, enabling us to serve clients better while
contributing greatly to our presence and growth in Southern
California."

A California native, Mr. Bradshaw is a 1991 graduate of the
University of California Irvine and received his Juris Doctor
degree in 1997 from Whittier Law School where he graduated summa
cum laude. He joined the firm in 1998 after working for four of
the bankruptcy judges in the Central District of California. Mr.
Bradshaw is a member of the American Bar Association, Orange
County Bar Association, American Health Lawyers Association and
the bankruptcy-based Orange County Bankruptcy Forum. Additionally,
he has written on numerous topics related to bankruptcy.

The firm was founded in the early 1990s by Richard Marshack, now
of counsel to the organization. By the mid to late 1990s, the firm
had evolved into a full-service bankruptcy law firm whose growth
rate outpaced that of the local economy. Leonard M. Shulman joined
the firm in the mid '90s to expand the firm's bankruptcy trustee
and litigation practice. Ronald S. Hodges joined the firm in 1995
and immediately contributed a depth and breadth to the firm's
emerging bankruptcy litigation department, which continues to
expand today.

As the firm matured through the 1990s, new clients and partners
were added, including James C. Bastian, who was named partner in
1999. Mr. Bastian specializes in a variety of insolvency and
bankruptcy related matters, and successfully led trade vendors
through the unprecedented County of Orange bankruptcy proceedings,
in fact, recovering 100 cents on the dollar for this constituency.

Throughout the firm's expansion, Marshack Shulman Hodges & Bastian
has earned its reputation as one of the finest law firms of its
kind, not only in Southern California, but throughout the region.
The business community has recognized that the firm's team is
bright, vibrant, quick-thinking and able to devise solutions to
severe and complex problems. Practice areas currently handled by
the firm include: committee representations, trustee
representation, bankruptcy litigation, including prosecution of
D&O claims, business reorganizations, employment and labor law,
complex personal injury, bad faith (representing the plaintiff),
all in the context of a bankruptcy proceeding.

For more information regarding Marshack Shulman Hodges & Bastian
LLP, visit http://www.mshblaw.com/


* Saul Ewing Brings-In Three Attorneys to Its Partnership
---------------------------------------------------------
Saul Ewing LLP elected three attorneys to the Firm's partnership,
effective January 2004. The new Partners reside in the Wilmington,
Delaware and Harrisburg, Pennsylvania offices, and represent Saul
Ewing's Business, and Bankruptcy and Reorganization Departments.

The new Partners were selected based on their outstanding legal
skill and dedication to helping clients achieve their goals.

The following attorneys have been elected to the Saul Ewing
partnership:

-- Michael F. Consedine - Business, Harrisburg office

-- Donald J. Detweiler - Bankruptcy and Reorganization, Wilmington
   office

-- Frances R. Roggenbaum - Business, Harrisburg office

"One of the most gratifying aspects of my job is to announce good
news about our attorneys, and promotions from within are
particularly important to the Firm," said Stephen S. Aichele,
Managing Partner of Saul Ewing. "Mike Consedine, Donald Detweiler,
and Frances Roggenbaum have all been valuable contributors to our
success, and their energy, excellence, and enthusiasm are assets
to the Firm and our clients."

In addition to promoting three attorneys to Partners, Saul Ewing's
Executive Committee promoted Kara H. Goodchild, Jeffrey M. Viola,
and Susan M. Zima to Special Counsel. Ms. Goodchild, Mr. Viola,
and Ms. Zima are all members of Saul Ewing's Litigation Department
in the Philadelphia, Pennsylvania office.

Saul Ewing LLP is a 250-attorney firm providing a full range of
legal services from offices in seven locations throughout the mid-
Atlantic region. Our clients include national and international
businesses and not-for-profit institutions, individuals, and
entrepreneurs.


* BOND PRICING: For the week of January 26 - 30, 2004
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    56
American & Foreign Power               5.000%  03/01/30    73
AnnTaylor Stores                       0.550%  06/18/19    75
Armstrong World Industries             6.500%  08/15/05    57
Burlington Northern                    3.200%  01/01/45    57
Comcast Corp.                          2.000%  10/15/29    36
Cons Container                        10.125%  07/15/09    73
Cox Communications Inc.                2.000%  11/15/29    33
Delta Air Lines                        8.300%  12/15/29    70
Delta Air Lines                        9.000%  05/15/16    75
Delta Air Lines                        9.250%  03/15/22    74
Elwood Energy                          8.159%  07/05/26    69
Fibermark Inc.                        10.750%  04/15/11    70
Finova Group                           7.500%  11/15/09    63
Gulf Mobile Ohio                       5.000%  12/01/56    69
Inland Fiber                           9.625%  11/15/07    50
International Wire Group              11.750%  06/01/05    72
Levi Strauss                           7.000%  11/01/06    69
Levi Strauss                          11.625%  01/15/08    70
Levi Strauss                          12.250%  12/15/12    68
Liberty Media                          3.750%  02/15/30    66
Liberty Media                          4.000%  11/15/29    70
Mirant Corp.                           2.500%  06/15/21    67
Mirant Corp.                           5.750%  07/15/07    68
Missouri Pacific Railroad              4.750%  01/01/30    73
Northern Pacific Railway               3.000%  01/01/47    57
RCN Corporation                       10.125%  01/15/10    51
Southern Energy                        7.400%  07/15/04    70
Universal Health Services              0.426%  06/23/20    65
Worldcom Inc.                          6.400%  08/15/05    36
Worldcom Inc.                          7.550%  04/01/04    36

                          *********

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 ***