TCR_Public/040127.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, January 27, 2004, Vol. 8, No. 18

                          Headlines

ACCLAIM: Gets Time Extension to Comply with Nasdaq Requirement
ADELPHIA BUSINESS: Pulling Plug on McLeod Indefeasible Use Pact
ADELPHIA COMMS: Court Okays Jon Flinker as Special Labor Counsel
AIR CANADA: Fixes February 23 as Restructuring Claims Bar Date
AK STEEL: Will Implement Stainless Steel Price Increases

ALLEGHENY ENERGY: Third-Quarter Net Loss Narrows to $51 Million
AMERCO: Citibank N.A. Takes Action to Block Plan Confirmation
AMERICA WEST: SEC Declares Registration Statement Effective
AMES DEPT.: Wants Nod to Terminate Henrietta Lease and Sublease
APPLICA INC: Will Publish Q4 and Year-End Results on February 26

ASTON RANCH, LLC: Case Summary & 2 Largest Unsecured Creditors
AURORA FOODS: Court Extends Schedule-Filing Deadline to April 6
BAR SAN CONTRACTORS: Case Summary & Largest Unsecured Creditors
BOUTIT INC: Case Summary & 18 Largest Unsecured Creditors
BRIAZZ: Brings-In Grant Thornton as New Independent Accountants

BROADBAND OFFICE: Intends to Dump Shares in Redback Network
BUILDERS PLUMBING: Signs-Up Rome Associates as Tax Accountants
BURLINGTON INDUSTRIES: Cases Reassigned to Judge Joel Rosenthal
CABLE & WIRELESS: Court Approves Proposed Asset Sale to SAVVIS
CABLE & WIRELESS: SAVVIS Comms. Pitches Best Bid for Core Assets

CABLE & WIRELESS: SAVVIS Confirms Selection as Winning Bidder
CABLE SATISFACTION: Court Extends CCAA Protection Until March 31
CASELLA WASTE: Prices $45-Million 9.75% Senior Sub. Notes Offering
CENTERPOINT ENERGY: Reliant Drops Option to Buy Texas Genco Stake
CENTRAL WAYNE: US Trustee Appoints Official Creditors' Committee

CEPHALON: FTC Wants Additional Information re Pending CIMA Merger
CONSTELLATION BRANDS: Declares 5.75% Preferred Share Cash Dividend
DIAMETRICS MEDICAL: Arranges New $2.5MM Financing with Mercator
DII INDUSTRIES: Court Lifts Stay for Non-Asbestos Actions
DOMAN INDUSTRIES: CCAA Stay Extended to March 2, 2004

DVI INC: Wants Clearance for Settlement Pact with US Bank et al.
ENCOMPASS SERVICES: James Jones' $1-Million Claim Disallowed
ENRON CORP: Court Okays Arnold & Porter's Engagement as Counsel
EXIDE TECH.: Has Until March 31 to Make Lease-Related Decisions
FLEMING: Claims Classification and Treatment Under Amended Plan

FREESTAR TECH.: Cash Resources Insufficient to Fund Operations
GENCORP INC: Q4 & FY 2003 Conference Call Scheduled for Tomorrow
GENTEK: Court Enters Final Decree Closing 21 Subsidiary Cases
GLIMCHER REALTY: Prices B-Rated $150 Mill. Preferred Offering
GLIMCHER REALTY: S&P Assigns B Rating to $150M Ser. G Preferreds

GLOBAL CROSSING: Court Approves Tekelec Settlement Agreement
GRAPHIC PACKAGING: Extends Exchange Offers Until Tomorrow
GREENTECH USA: Hires Hunter & Atkins to Replace Sherb as Auditors
HARKEN ENERGY: Annual Shareholders' Meeting Set for February 17
HAYES LEMMERZ: Reports Primary and Secondary Offering of Shares

HEARTLAND STEEL: District Court Upholds Officer's Retention Bonus
HOLLINGER INC: Wants to Defend its Rights re Federal Court Order
HOLLINGER: Consents Change in Hollinger International's By-Laws
HOLLINGER: Subsidiary Receives Written Consent re By-Laws Changes
HUDSON'S BAY: Arranges $300-Million Securitization Replacement

INTERNET CAPITAL: Further Reduces Debt to Below $100 Million Mark
L.L. KNICKERBOCKER: Distributing New Shares Pursuant to Plan
LAZY HAZEL LLC: Case Summary & 3 Largest Unsecured Creditors
LOEWEN GROUP: Amends Credit Facility and Redeems Convertible Notes
MADASA US LLC: Case Summary & 20 Largest Unsecured Creditors

MESA AIR GROUP: Holding December-Quarter Conference Call Today
MILLENNIUM CHEM.: Will Present at 3 Analyst Conferences in Feb.
MIRANT CORP: Proposes Uniform Safe Harbor Termination Procedures
MIRENCO INC: Shareholders Approved Two Proposed Stock Issues
NAT'L CENTURY: Court Disallows Int'l Philanthropic's $12MM Claim

NATIONSRENT INC: Balks at Lasalle's $14-Million Amended Claim
NETDRIVEN SOLUTIONS: Shareholders Approve Proposed Restructuring
NORTHWEST AIRLINES: Dec. 31 Balance Sheet Upside-Down by $2 Bil.
ORIGEN FIN'L: Fitch Hatchets 3 Note Ratings to Low-B & Junk Levels
OWENS CORNING: Asks Court to Disallow Rhode Island's $80MM Claim

OZARK AIR LINES: Suspends Service & Files Chapter 11 Petition
OZARK AIR LINES: Voluntary Chapter 11 Case Summary
PACIFICARE HEALTH: Names Watkins as CFO for Behavioral Subsidiary
PARMALAT GROUP: Brazilian Unit Returns Tomato Plant to Unilever
PG&E NATIONAL: USGen Sues Rockingham to Recover $72MM in Assets

PHYAMERICA: Bankruptcy Court Finds Dr. Steven M. Scott in Contempt
PILLOWTEX CORP: Court Approves KPMG's Engagement as Accountants
POTLATCH CORP: Fourth-Quarter 2003 Results Enter Positive Zone
READER'S DIGEST: Board Okays Sale & Leaseback of NY Headquarters
RELIANCE: Robert Steinberg Wants OK to Settle Whalley Litigation

RELIANT RESOURCES: Will Not Exercise Texas Genco Purchase Option
RELIZON CO: S&P Assigns BB- Credit & $294M Credit Facility Ratings
SAFETY-KLEEN: Court OKs Stipulation Settling Ball Corp.'s Claim
SIGHT RESOURCE: Terminates Client-Auditor Relationship with KPMG
SOLUTIA: Committee Wants to Implement Screening Wall Procedures

SPECIAL VALUE: Fitch Ups Class IV Sr. Sec. Notes' Rating to BB+
SPECTRUM SCIENCES: Executes Licensing Pact with German Gov't
SUMMITVILLE TILES: Turns to Aurora Management for Financial Advice
TELESYSTEM: Extends Sale Pacts for Holders of Less Than 100 Shares
TIME WARNER TELECOM: Pitches Winning Bid for EBS Fiber Assets

TOWN SPORTS INT'L: Launches Senior Discount Debt Offering
TRITON AVIATION: S&P Keeps Low-B & Junk Note Ratings on Watch Neg.
TYCO INT'L: Declares Regular Quarterly Dividend Payable on May 3
UAP HOLDING: S&P Assigns B- $82.5M Senior Discount Notes Rating
UNIQUE BROADBAND: Nov. 30 Working Capital Deficit Tops C$1 Mill.

UNITED AIRLINES: OurHouse Asks Court to Disqualify Kirkland
UNITED RENTALS: Prices Senior Notes & Senior Sub. Notes Offers
UNITEDGLOBALCOM INC: Extends Rights Offering Until February 12
USA INSPIRED: Case Summary & 20 Largest Unsecured Creditors
WEIGHT WATCHERS: Will Publish Q4 and FY 2003 Results on Feb. 24

WELLSFORD REAL: Will Make $46MM Asset Reduction re Whitehall JV
WEYERHAEUSER CO.: Reports Slight Decline in Fourth-Quarter Results
WORLDCOM INC: Election Form Expiry Date Extended Until Tomorrow
XO COMMS: Raises $197 Million in Common Stock Rights Offering
ZIM CORPORATION: Liquidity Issues Raise Going Concern Uncertainty

* Pillsbury Winthrop's Manhattan Office Moves to 1540 Broadway

* Large Companies with Insolvent Balance Sheets

                          *********

ACCLAIM: Gets Time Extension to Comply with Nasdaq Requirement
--------------------------------------------------------------
Acclaim Entertainment, Inc. (Nasdaq: AKLM) received notice from
The Nasdaq Stock Market, Inc., indicating that, in accordance with
Marketplace Rule 4310(c), the Company has been granted an
extension, until January 24, 2005, within which to regain
compliance with the minimum $1.00 bid price per share requirement
of The Nasdaq SmallCap Market.

In the notice, the Nasdaq staff noted that since the Company meets
the initial inclusion criteria for The Nasdaq SmallCap Market
under Marketplace Rule 4310(c), it is eligible for this additional
compliance period.  The compliance period is extended until
January 24, 2005, provided that, if, prior to January 24, 2005,
the bid price of the Company's common stock does not close at
$1.00 per share or more for a minimum of 10 consecutive trading
days, then the Company is required to (1) seek shareholder
approval for a reverse stock split at or before it next
shareholder meeting and (2) promptly thereafter effectuate the
reverse stock split.  The Company has committed in writing to
Nasdaq to effectuate those measures in the event compliance is not
achieved prior to January 24, 2005.

If at any time before January 24, 2005, the bid price of the
Company's common stock closes at $1.00 per share or more for a
minimum of 10 consecutive trading days, the Nasdaq staff will
provide notification that the Company complies with Marketplace
Rule 4310(c)(8)(D).

The Company cannot provide any assurance that it will receive an
affirmative vote of its stockholders authorizing a reverse stock
split, if required, nor that the Company will regain compliance
with the minimum bid price requirement.

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

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


ADELPHIA BUSINESS: Pulling Plug on McLeod Indefeasible Use Pact
---------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, the Adelphia
Business Solutions Debtors seek the Court's authority to reject an
indefeasible right of use agreement, as modified by three
amendments, between Adelphia Business Solutions Long Haul, L.P.
and McLeod USA Telecommunications Services, Inc., as assignee from
CapRock Telecommunications Corp.

According to Judy G.Z. Liu, Esq., at Weil, Gotshal & Manges LLP,
in New York, Long Haul acquired an indefeasible right of use in
four dark fibers that covered 2,600 miles or 10,500 fiber miles
throughout Texas, Oklahoma, and Louisiana pursuant to the
agreement initially executed with CapRock on April 19, 1999.
Three amendments were thereafter executed between the parties to
meet Long Haul's changing business needs.  Subsequently, CapRock
transferred its fiber optic communication system to McLeod.

Under the terms of the amended IRU Agreement, Long Haul acquired:

   (1) an IRU in four dark fibers;

   (2) an associated and non-exclusive IRU in the associated
       conduit; and

   (3) associated regeneration facilities.

In return, Long Haul is obligated to, among other things, pay
McLeod an IRU fee and an annual maintenance and monitoring fee.
In addition, Long Haul pays for access to the System and is
responsible for supplying any optronics, i.e. technology that
processes data from fiber optic cable, and electronics.  Long
Haul is also responsible for its operating costs in connection
with the regeneration facilities.

Under the IRU Agreement, Ms. Liu informs the Court that operating
costs will reach $16,000,000 over the life of the IRU Agreement.
Due to the fact that the Debtors do not have the capital to
purchase the required optronics to maintain operation of the
network for which the IRU was procured, the Debtors decided that
the IRU Agreement is no longer beneficial to their estates.

Upon making this determination, Long Haul sought to enter into an
agreement with a third party whereby Long Haul would assume the
IRU Agreement and subsequently assign it to that certain third
party, who would then lease back to Long Haul a limited capacity
of the assigned interest in the IRU Agreement.  Long Haul has
since determined that that arrangement would not serve its best
interests.

Given that the costs associated with the IRU Agreement far
outweigh the Debtors' limited need for capacity, Ms. Liu contends
that the obligations of the IRU Agreement no longer serve the
Debtors' business needs and became an unnecessary drain on the
Debtors' estates, with no corresponding benefit.

                          *     *     *

Judge Gerber promptly grants the Debtors' request. (Adelphia
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ADELPHIA COMMS: Court Okays Jon Flinker as Special Labor Counsel
----------------------------------------------------------------
The Adelphia Communications Debtors want to employ Jon C. Flinker,
Esq. to continue to assist them with special labor relations and
employment matters.  Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher LLP, in New York, relates that the Debtors employed Mr.
Flinker as an ordinary course professional.  Pursuant to a Court
Order authorizing the employment of ordinary course professionals,
the Debtors were authorized to pay compensation to each
professional employed under the Ordinary Course Retention Orders
for services rendered from the Petition Date through December 31,
2003 up to the lesser of:

   (1) $50,000 per month per Ordinary Course Professional on
       average during the Period;

   (2) $450,000 per month in the aggregate for all ordinary
       course professionals; or

   (3) $250,000 per ordinary course professional in the
       aggregate for the Period.

Ms. Chapman states that as of September 2003, Mr. Flinker's fees
exceeded the Aggregate Cap.

As the Debtors have determined that Mr. Flinker's services are
valuable and necessary to their efficient management and handling
of the volume of labor relations and employment issues that arise
in the ordinary course of operating their businesses, the Debtors
seek the Court's authority to employ Mr. Flinker as their special
labor relations and employment counsel.

Mr. Flinker, a solo practitioner, specializes in labor relations
and employment law.  In particular, the National Labor Relations
Board in Washington, D.C. and Baltimore, Maryland employed Mr.
Flinker for four years.  In addition, Mr. Flinker served as
Assistant General Counsel to the United Food and Commercial
Workers Union for several years.  Mr. Flinker also was a partner
in the law firm of Duvin, Flinker and Cahn for 16 years,
specializing in the representation of management in labor and
employment relation matters.  Since 1987, Flinker was a solo
practitioner, specializing in labor and employment relations
representing various management clients.

According to Ms. Chapman, Mr. Flinker represented the Debtors
effectively in several labor relations and employment law
matters.  Mr. Flinker understands the Debtors' businesses and
labor and employment law needs.  Moreover, during the past 15
years, Mr. Flinker handled the majority of the Debtors' labor
relations and employment law needs.

Ms. Chapman explains that Mr. Flinker will provide legal advice
and representation to the Debtors in connection with labor
relations and employment matters, including representation in
proceedings before the National Labor Relations Board involving
unfair practices and union election matters.  Mr. Flinker also
will assist the Debtors in negotiating labor contracts and will
represent the Debtors in labor contract arbitration cases.

In consideration for Mr. Flinker's services, he will be
compensated on an hourly basis, plus reimbursement of actual and
necessary expenses incurred.  Mr. Flinker's standard hourly rate
is $250.  The standard hourly rate for his paralegals is $80.
These rates are subject to periodic, ordinary course adjustments.

According to his books and records, Mr. Flinker received $252,494
in compensation for services rendered and expenses incurred in
the Debtors' Chapter 11 cases.

Mr. Flinker assures the Court that he:

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

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

   (3) is a "disinterested person" within the meaning of
       Section 101(14) of the Bankruptcy Code.

                          *     *     *

Judge Gerber authorizes the ACOM Debtors to employ Jon C. Flinker
to continue to assist them with labor relations and employment
matters. (Adelphia Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Fixes February 23 as Restructuring Claims Bar Date
--------------------------------------------------------------
Air Canada reported that the Twentieth Report of the Monitor, an
update on further developments relating to the restructuring
process, has been completed by Ernst and Young Inc. and is
available at http://www.aircanada.com/

The Report includes a summary of the following key developments:

           The Arbitration Process with Respect
              to the Regional Jet Allocation

As a result of the May 2003 labour negotiations, an arbitration
process was established to determine certain overlapping scope
issues with respect to the Air Canada Pilots Association (ACPA)
representing Air Canada mainline pilots and the Airline Pilots
Association (ALPA) representing Air Canada Jazz pilots as well as
issues related to regional jet aircraft allocation. Given the
Company's announcement of its new aircraft orders in December
2003, the arbitration before Mr. Martin Tepltsky, Q.C. commenced
on January 17, 2004 and arguments are expected to be heard on
February 28 and 29, 2004. Satisfactory conclusion of the
arbitration process and the allocation of the new regional jet
aircraft is a condition precedent to the amended investment
agreement with Trinity Time Investments Limited.

         New Aircraft Orders and Pre-delivery Deposits

Air Canada will be bringing a motion for approval of certain non-
refundable pre-delivery deposits respecting the new regional jet
orders.

             Final Claims Bar Date Established

The Company will amend the claims procedure order to establish a
Restructuring Claims Bar Date of February 23, 2004. This requires
all creditors who have not filed a claim to do so by that date.
The Company intends to mail the claims information and related
instructions no later than February 6, 2004. The Monitor states
the view that a Restructuring Claims Bar Date of February 23, 2004
would allow potential claimants sufficient time to prepare and
submit their proof of claim. The Monitor is also of the view that
setting the Restructuring Claims Bar Date for February 23, 2004
will allow the Company to proceed with its restructuring in a
manner which expedites its emergence from CCAA protection in
accordance with Justice Farley's direction to proceed towards an
expedited emergence and the expiry date contemplated in the
Trinity amended investment agreement.

The Claims Procedure contemplates that the Monitor, in
consultation with the Company, may admit, revise or disallow any
claim.


AK STEEL: Will Implement Stainless Steel Price Increases
--------------------------------------------------------
AK Steel (NYSE: AKS) will increase the price of 200, 300 and 400
series stainless steel sheet, strip and continuous mill plate
products by approximately 3%, effective with shipments February 2,
2004, and by an additional 3%, effective with shipments March 1,
2004.

The increases will be accomplished through one point reductions in
the functional discount rate.  AK Steel will also increase prices
for polished steel and will amend freight charges and points of
freight equalization.

AK Steel said that these price increases will apply to all orders
not covered by a firm price agreement. The increases are necessary
due to significant increases in raw material, energy and freight
cost inputs that are not covered by the current alloy surcharge
mechanism.

AK Steel (S&P, B+ Corporate Credit Rating, Negative Outlook)
produces flat-rolled carbon, stainless and electrical steel
products for automotive, appliance, construction and manufacturing
markets, as well as tubular steel products. The company has about
10,000 employees in plants and offices in Middletown, Coshocton,
Mansfield, Walbridge and Zanesville, Ohio; Ashland, Kentucky;
Rockport and Columbus, Indiana; and Butler, Pennsylvania. In
addition, the company produces snow and ice control products and
operates an industrial park on the Houston, Texas ship channel.


ALLEGHENY ENERGY: Third-Quarter Net Loss Narrows to $51 Million
---------------------------------------------------------------
Allegheny Energy, Inc. (NYSE: AYE) announced financial results for
the third quarter of 2003. Concurrently, Allegheny filed the
related quarterly financial report on Form 10-Q with the
Securities and Exchange Commission and also its Form 10-Q for the
third quarter of 2002.

           Third Quarter Consolidated Financial Results

For the three months ended September 30, 2003, Allegheny reported
a consolidated net loss of $51.0 million, or $0.40 per share,
compared with a consolidated net loss of $263.0 million, or $2.09
per share, for the same period in 2002. Net losses on energy
trading in the Generation and Marketing segment, which totaled
$78.7 million ($51.8 million, net of income taxes), were a
principal factor contributing to the consolidated net loss for
this period.

Paul J. Evanson, Chairman and CEO, said: "With our exit from the
Western energy markets and a refocus of our trading business on
asset optimization, our exposure to energy trading losses and the
volatility of our financial results should be significantly
reduced in the future. In addition to trading losses, we continue
to experience high expenses for consulting, accounting and legal
services and interest charges.

"The good news is we are now current with our financial reporting
and expect to file our 2003 10-K in March as scheduled. We
continue to regard 2004 as a year of transition as we concentrate
on refinancing our debt and creating a high-performance culture
that will improve quality and reduce costs. I am confident that we
are taking the right steps for success," Mr. Evanson concluded.

Allegheny's consolidated net loss for the third quarter of 2003
decreased by $212.0 million. The following items significantly
contributed to the results:

-- Net losses on energy trading decreased by $243.1 million
   ($160.2 million, net of income taxes) compared to the third
   quarter of 2002. For the third quarter of 2003, Allegheny
   recorded a net trading loss of approximately $78.7 million
   compared to a net trading loss of $321.8 million ($198.9
   million, net of income taxes) for the third quarter of 2002.
   Included in the trading losses for the third quarter of 2003 is
   a net loss of approximately $101.6 million ($66.9 million, net
   of income taxes) associated with exiting the Western energy
   trading markets, including the sale of the California energy
   supply contract and associated hedges and tolling agreements.

-- Workforce reduction expenses of $104.2 million ($64.4 million,
   net of income taxes), which were incurred in the third quarter
   of 2002. There were no such expenses in the third quarter of
   2003.

-- An increase in interest charges of $46.1 million ($30.4
   million, net of income taxes) as compared to the same period in
   2002, primarily due to an increase in debt outstanding,
   including debt associated with a refinancing in February 2003
   and the issuance of convertible trust preferred securities in
   July 2003.

               Third Quarter Results by Segment

Delivery and Services: The Delivery and Services segment reported
net income of $29.2 million for the third quarter of 2003 as
compared to a net loss of $23.2 million for the same period in
2002. The improvement is due largely to lower workforce reduction
expenses, which amounted to $52.7 million ($32.6 million, net of
income taxes) for the third quarter in 2002. There were no such
expenses in the same period of 2003. Other reasons for the
improved year-over-year results included a $9.6 million gain on
the sale of land in the third quarter of 2003 and an aggregate
$33.7 million write-down and impairment charge related to
unregulated assets and investments in the third quarter of 2002.
Regulated electric revenues decreased by $13.6 million, or
approximately 2 percent, compared to the third quarter of 2002,
primarily due to cooler summer weather. Regulated gas revenues
increased by $3.2 million, or approximately 18 percent, due to an
increase in residential and commercial sales. Unregulated services
revenues decreased by $152.3 million compared to the third quarter
of 2002, primarily due to the sale of Alliance Energy Services on
December 31, 2002, but this decrease had minimal effect on net
income for the segment.

Generation and Marketing: The Generation and Marketing segment
reported a net loss of $85.1 million for the third quarter of 2003
compared to a net loss of $240.6 million for the comparable period
in 2002. The net loss for the third quarter of 2003 decreased by
$155.5 million, primarily due to the reduced energy trading losses
as described above and the absence of workforce reduction expenses
of $51.5 million ($31.9 million, net of income taxes) for the
third quarter of 2002. There were no such expenses in the third
quarter of 2003. Interest expense increased by $45.8 million
($30.2 million, net of income taxes) for the reasons described
above.

           Nine-Month Consolidated Financial Results

For the first nine months of 2003, Allegheny reported a
consolidated net loss of $341.3 million, or $2.69 per share,
compared to a consolidated net loss of $350.9 million, or $2.80
per share, for the same period in 2002. Before the cumulative
effect of previously announced accounting changes, the
consolidated loss was $320.6 million, or $2.53 per share, compared
to a consolidated loss of $220.4 million, or $1.76 per share, for
the same period in 2002.

Items contributing to the net loss for the first nine months of
2003 included:

-- Net losses on energy trading were $451.0 million ($263.4
   million, net of income taxes) for the first nine months of 2003
   compared to net losses of $210.7 million ($128.6 million, net
   of income taxes) for the comparable prior-year period. The net
   losses for the first nine months of 2003 included approximately
   $520.0 million associated with exiting the Western energy
   trading markets, offset in part by $69.0 million representing
   the net result of settling and terminating energy trading
   positions in other energy markets.

-- Interest charges for the first nine months of 2003 were $350.9
   million ($204.9 million, net of income taxes) as compared to
   interest charges of $229.2 million ($139.8 million, net of
   income taxes) for the comparable period in 2002 for the reasons
   described in the third quarter results above.

-- Gains of $75.8 million ($56.7 million, net of income taxes)
   recorded in the first quarter of 2003 for the reapplication of
   Statement of Financial Accounting Standards No. 71, "Accounting
   for the Effects of Certain Types of Regulation," to certain
   electric generation assets in West Virginia; an impairment
   charge recorded in the first quarter of 2003 of $28.5 million
   ($16.6 million net of income taxes) for assets held for sale,
   including the Conemaugh Generating Station; and after-tax
   charges recorded in the first quarter of 2003 of $20.7 million
   due to cumulative effect of accounting changes associated with
   energy trading contracts and asset retirement obligations.

A summary of nine-month results by business segment is included in
the attached financial charts.

Allegheny Energy is an integrated energy company with a portfolio
of businesses, including Allegheny Energy Supply, which owns and
operates electric generating facilities, and Allegheny Power,
which delivers low-cost, reliable electric and natural gas service
to about four million people in Pennsylvania, West Virginia,
Maryland, Virginia and Ohio. More information about the Company is
available at http://www.alleghenyenergy.com/

                          *    *    *

As reported in Troubled Company Reporter's October 3, 2003
edition, Fitch Ratings downgraded Allegheny Energy Inc., and its
subsidiaries. In addition, the Rating Watch status for all related
entities is revised to Negative from Evolving, with the exception
of West Penn Funding LLC and insured bonds of Allegheny Energy
Supply Co. LLC.

Ratings downgraded and on Rating Watch Negative by Fitch:

   Allegheny Energy, Inc.

      --Senior unsecured debt to 'BB-' from 'BB';
      --Bank credit facility maturing in 2005 to 'BB-' from 'BB';
      --11 7/8% notes due 2008 lowered to 'B+' from 'BB-'.

   Allegheny Capital Trust I

      -- Mandatorily trust preferred stocks to 'B+' from 'BB-'.

   Allegheny Energy Supply Company LLC

      --Unsecured bank credit facilities to 'B-' from 'B';
      --Senior unsecured notes lowered to 'B-' from 'B'.

   Allegheny Generating Company

      --Senior unsecured debentures lowered to 'B-' from 'B'.

Rating Watch revised to Negative from Evolving for the following
ratings:

   Allegheny Energy Supply Company LLC

      --Secured bank credit facilities with first priority
           lien 'BB-';
      --Secured bank credit facilities with a second priority
           lien 'B+'.

   Allegheny Energy Statutory Trust 2001-A Notes

      --Senior secured notes 'B+'.

   West Penn Power Company

      --Medium-term notes 'BBB-'.

   Potomac Edison Company

      --First mortgage bonds 'BBB';
      --Senior unsecured notes 'BBB-'.

   Monongahela Power Company

      --First mortgage bonds 'BBB';
      --Medium-term notes/pollution control revenue
           bonds (unsecured) 'BBB-';
      --Preferred stock 'BB+'.

Ratings affirmed; Rating Outlook Stable:

   West Penn Funding LLC

      --Transition bonds 'AAA'.

   Allegheny Energy Supply Company LLC

      --Pollution control bonds (MBIA-insured) 'AAA'.


AMERCO: Citibank N.A. Takes Action to Block Plan Confirmation
-------------------------------------------------------------
Citibank, N.A., as agent under a Synthetic Lease, complains that
the AMERCO Debtors' First Amended Joint Plan of Reorganization:

   (a) does not meet the requirements of Section 1129(b) of the
       Bankruptcy Code;

   (b) does not satisfy the good faith requirements of Section
       1129(d)(3) of the Bankruptcy Code; and

   (c) contains overbroad release provisions that violate
       Section 524(e) of the Bankruptcy Code and applicable
       Ninth Circuit precedent.

                    The Carey Sale Transaction

Jason Farrington, Esq., at Piper Rudnick LLP, in Las Vegas,
Nevada, notes that the Plan provides the Debtors with several
options for the treatment of the Citibank Claims in the event
that the holders thereof reject the Plan.  However, none of those
options meet the requirements of Section 1129(b).

One alternative for treatment of the Citibank Claims is for the
Debtors to elect the treatment contained in Section 5.3(a)(i) of
the Plan, which provides for payment in full of the Citibank
Claims if the Carey Sale Transaction closes.  But, Mr. Farrington
points out, the Plan does not require that treatment if the
Citibank Claimholders vote to reject the Plan.

Citibank proposes that the Citibank Claimholders' liens should
attach to the sale proceeds, entitling the claimholders to
payment of their claims from the sale proceeds, which would be
the same treatment if they vote to accept the Plan.  By providing
separate treatments for an affirmative or negative vote, the
Debtors propose treatment that is contrary to the requirements of
Sections 363(e) and 1129(b)(2)(A)(iii) of the Bankruptcy Code.

           Master Lease and Amerco Guaranty Restatement

The Plan also provides the Debtors the option of reinstating the
Master Lease and the Amerco Guaranty if the Citibank Claimholders
vote to reject the Plan.  According to Mr. Farrington, the
proposed terms of the Restated Master Lease and Guaranty do not
meet the requirement under Bankruptcy Code Section
1129(b)(2)(A)(iii) that the Debtors provide the "indubitable
equivalent" of the Citibank Claims if the Citibank Claimholders
vote to reject the Plan.

Since the Debtors are treating the Citibank Claims as a secured
loan, the new facility provided to the Citibank Claimholders
should be a secured note loan and not a new synthetic lease.  In
addition, based on the interest rate, loan-to-value rate, tenor
and amortization schedule proposed in the Restated Master Lease,
the proposed restated facility would not be a market-rate
transaction.

               Surrender of the Citibank Properties

The Plan provides the Debtors with the option of surrendering "to
the holders of the Citibank Secured Claim all of [the Debtors']
right, title and interest in and to the Citibank Properties,"
coupled with the potential of requiring Citibank to pay cash to
the Debtors in the event that the amount of property so
transferred -- voluntarily by the Debtors -- exceeds the allowed
amount of the Citibank Claims.  Mr. Farrington states that a
forced sale is unprecedented and without any support under the
Bankruptcy Code or applicable case law and does not meet the
requirements of Section 1129(b).

                   Other Alternative Treatments

The Plan provides that the Debtors may elect "such other
treatment of the Citibank Claims that complies with Section
1129(b)."  However, Mr. Farrington tells the Court that the Plan
failed to provide any other limitations or guidelines for "such
other treatment" or describe how the Debtors' compliance with
Section 1129(b) would be determined.

                      Amerco Guaranty Claims

Under the Plan, the Debtors provide a subclass for the Citibank
guaranty claims against Amerco, for which no treatment is
provided unless the Debtors reinstate the Synthetic Lease -- in
which case the Debtors propose to reinstate the Amerco Guaranty
in full satisfaction of the Citibank Claimholders' guaranty
claims against Amerco.  Despite this statement, Mr. Farrington
says that the Plan does not recognize or propose a separate
treatment for the claimholders' claims under the Amerco Guaranty,
but instead ignores the separate rights of the Citibank
Claimholders as unsecured creditors against Amerco under the
Amerco Guaranty.

Mr. Farrington explains that the Citibank Claimholders hold a
liquidated, non-contingent unsecured claim against Amerco based
on the Amerco Guaranty in the full outstanding amount under the
Synthetic Lease, which claim must, at a minimum, receive a
treatment under the Debtors' plan that does not "discriminate
unfairly" against the Citibank Claimholders and is "fair and
equitable" pursuant to Section 1129(b) of the Bankruptcy Code.
The Plan does not provide definitively for the repayment of the
Synthetic Lease in cash, and therefore, the claim under the
Amerco Guaranty is due and payable.  However, the Plan proposes
to leave Citibank Claimholders in a worse situation with respect
to their claims under the Amerco Guaranty than that of other
creditors who are now receiving a payment of between 26% and 35%
in cash under the Plan.

                Exclusion of Default Rate Interest

Under the Plan, the Debtors propose to pay the full amount of the
Citibank Claimholders' allowed claim, excluding default rate
interest owing under the Synthetic Lease.  Mr. Farrington argues
that the elimination of default rate interest violates the
requirements of Section 1129(b) that a plan not "discriminate
unfairly" against a class of claims and that it be "fair and
equitable."  In Amerco's case, the Plan:

   (a) provides for a 100% recovery for AREC's unsecured
       creditors, including prepetition default rate interest
       and postpetition interest at a non-default rate for the
       AREC Note Claims;

   (b) provides for a 100% recovery, including postpetition
       interest at a non-default rate for Amerco's unsecured
       creditors; and

   (c) leaves all equity interests unimpaired.

Thus, elimination of default rate interest would discriminate
unfairly against the secured Citibank Claimholders and would not
be fair or equitable.  Accordingly, the Plan was not proposed in
good faith and violates Section 1129(a)(3).

          The Plan Contains Overbroad Release Provisions

The third party releases, discharges and injunctions in the Plan
violate the explicit language of Section 524(e) and the clear
weight of authority in the Ninth Circuit, which prohibits the
release of third party non-debtors.  Inasmuch as the releases,
discharges and injunctions are in favor of several third party
non-debtors and are in clear violation of Section 524(e), under
well-established Ninth Circuit precedent, the Plan does not
comply with Section 1129(a)(1) and is not confirmable.

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 96,000 trucks, 87,000
trailers, and 20,000 tow dollies to do-it-yourself movers through
over 1,000 company-owned centers and 15,000 independent dealers
located throughout the United States and Canada.  The Company
filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case
No. 03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP represent the Debtors in in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities. (AMERCO Bankruptcy News, Issue No.
18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICA WEST: SEC Declares Registration Statement Effective
-----------------------------------------------------------
PR Newswire   Jan 23

America West Holdings Corporation (NYSE: AWA), the parent company
of America West Airlines, Inc., announced that the registration
statement relating to the Airline's 7.25% Senior Exchangeable
Notes due 2023 and the common stock of Holdings into which the
notes are exchangeable was declared effective by the Securities
and Exchange Commission on Jan. 22, 2004.

Additionally, Holdings and the Airline filed the prospectus
related to the registration statement pursuant to Rule 424 of the
Securities Act of 1933, as amended.

America West Holdings Corporation is an aviation and travel
services company.  Wholly owned subsidiary America West Airlines
is the nation's second largest low-fare carrier, serving 93
destinations in the U.S., Canada, Mexico and Costa Rica.

As previously reported, Fitch Ratings initiated coverage of
America West Airlines, Inc., a subsidiary of America West Holdings
Corp., and assigned a rating of 'CCC' to the company's senior
unsecured debt. The Rating Outlook for America West is Stable.


AMES DEPT.: Wants Nod to Terminate Henrietta Lease and Sublease
---------------------------------------------------------------
The Ames Department Stores Debtors seek the Court's authority to
terminate their unexpired lease for a warehouse and distribution
facility located at 3131 Winton Avenue in Henrietta, New York,
with 3131 Winton Road Associates LLC, and to terminate an
unexpired sublease with Wegmans Food Markets, Inc., or,
alternatively, to assume and assign the Winton Property Lease and
Sublease to a party that may submit a higher and better offer for
them.

Neil Berger, Esq., at Togut, Segal & Segal LLP, in New York,
tells the Court that Winton, as successor-in-interest to William
D. Lane, and Neisner Brothers, Inc., as predecessor-in-interest
to Ames Realty, entered into a written ground lease dated
November 22, 1960 for the Henrietta Property.  The Property
consists of 20 acres with a distribution facility totaling
385,000 square feet.  The Lease is in full force and effect and
has not been the subject of any prior request by the Debtors for
assumption, assignment or rejection.  There are no arrears, cure
obligations or other defaults existing under the Lease except
$8,172 in prepetition rent due.

The current term under the Lease will expire on December 31,
2007.  The base monthly ground rent for the current term under
the Lease is $13,333.  The Debtors, as tenant under the Lease,
are responsible for the Property's insurance and maintenance.
Winton pays the real estate taxes.  There are two remaining 10-
year renewal options under the Lease that if fully exercised
would extend its term to June 30, 2027.

Eastern Retailer's Service Corporation, as predecessor-in-
interest to Ames Realty, and Wegmans entered into a written
Sublease Agreement dated December 1, 1981 for the entire
Henrietta Property.  The current term of the Sublease expires on
December 31, 2007.  There are two remaining 10-year renewal
options under the Sublease, that if fully exercised would extend
its term to June 30, 2027.

The annual rent under the Sublease for the current term is
$849,200.  According to Mr. Berger, Wegmans is current on its
rent obligations under the Sublease.  There are no outstanding
monetary obligations on the part of the Debtors, or non-monetary
defaults on their part under the Sublease.

                      Termination Agreement

Mr. Berger relates that as a result of the Debtors' Wind-Down
efforts, the Henrietta Property is no longer necessary for the
conduct of their business.  Thus, the Debtors engaged in
discussions with Winton's affiliates regarding a transaction
concerning the disposition of the Lease and the Sublease.  The
negotiations concluded in an agreement providing that:

   * the Lease will be terminated by the Debtors and Winton;

   * the Sublease will be terminated by the Debtors and Wegmans;
     and

   * Winton will pay the Debtors $3,000,000 in consideration of
     the transaction, but only in the event that no higher and
     better offer for the assumption and assignment of the
     Lease and Sublease is received and accepted by the Debtors.

In addition, pursuant to the Agreement:

   (a) the Lease and Sublease will be deemed terminated as of the
       date that is three business days after the Court's
       approval, subject to Debtors' receipt of the Purchase
       Price;

   (b) on the Closing Date, and subject to certain closing
       conditions set forth in the Agreement,  Winton will pay
       the Purchase Price, net of a credit for the Lease
       Obligations, in immediately available funds to the
       Debtors;

   (c) other than the Debtors' satisfaction of the Lease
       Obligations, Winton and Wegmans will have no other claims
       against the Debtors with respect to the Lease and the
       Sublease, or otherwise relating to the Henrietta Property,
       except as are preserved under the Agreement; and

   (d) the termination of the Lease and the Sublease will be on a
       "where is, as is" condition without representations or
       warranties, except as may be provided in the Agreement.

The Debtors believe that absent a higher and better offer for the
Lease and Sublease, the Agreement is in the best interests of
their estates and creditors and represents a prudent and proper
exercise of their business judgment.  In reaching that
conclusion, the Debtors and their advisors have determined, among
other things, that:

   -- the offer received from Winton represents the best overall
      written proposal to date for the Lease and Sublease;

   -- with the Agreement being with Winton, potential litigation
      concerning issues like adequate assurance of future
      performance by a third party are eliminated; and

   -- the overall value to be obtained by the Debtors, totaling
      $3,000,000 represents a significant recovery for the
      benefit of the Debtors' estates.

Mr. Berger explains that the Lease Obligations will be satisfied
as a credit against the Purchase Price to be paid by Winton under
the Agreement or from the proceeds received under any alternative
transaction as may be approved by the Court.  There are no
outstanding monetary arrears or non-monetary defaults on the
Debtors' part under the Sublease.  The Debtors will require any
party making a higher and better offer that provides for the
assignment of the Lease and Sublease to establish its ability to
perform all the obligations.

The negotiations that culminated in the execution of the
Agreement were conducted at arm's length and in good faith.
Consequently, the Debtors request that Winton be deemed a good
faith purchaser and that it receive the benefits provided under
Section 363(m).  The Debtors reserve the right to seek a
designation for any other party that submits a higher and better
offer for the Lease and Sublease.

Moreover, the liens and security interests in favor of Kimco
Funding LLC pursuant to the Kimco Agreement will attach to the
proceeds of the Lease and Sublease.  Kimco has no objection to
the transactions contemplated by the Agreement.  Accordingly, the
requirements of Section 363(f) are satisfied.

Thus, the Debtors ask the Court to approve the Agreement.

Mr. Berger notes that the Debtors have liquidated their
inventory, and are disposing of their remaining real estate
assets during the Wind-down.  The Debtors do not believe any
items of value to them are located at the Henrietta Property as
it has been utilized by Wegmans under the Sublease.  However, any
miscellaneous items that may be there are:

   * of no value or benefit to the Debtors' estates; and

   * burdensome insofar as the costs of removal and storage of
     the property is likely to exceed the net proceeds realizable
     from their sale.

Therefore, to the extent any such assets are at the Property,
the Debtors are abandoning these pursuant to Section 554(a).

               New Lease Between Winton and Wegmans

Winton and Wegmans have concluded the terms of a new lease for
the Henrietta Property to become effective as of the termination
of the Lease and the Sublease.  Under this new lease, Wegmans
will continue to occupy and utilize the Property as it had
pursuant to the Sublease.  The proposed transactions under the
Agreement will not adversely impact on the operations or
interests of Wegmans concerning the Property and the Landlord and
Wegmans will receive the benefit of the bargain they have reached
under the new lease.  Accordingly, the Debtors ask the Court to
find and rule that Winton and Wegmans have no claims against the
Debtors arising out of the Lease and the Sublease termination.

The Debtors are disposing of the Lease and Sublease as part of
the Wind-down, which is an essential component of the Debtors'
liquidation process, and it is contemplated that the Wind-down
will culminate in a liquidation plan that the Debtors intend to
file in their Chapter 11 cases.  Accordingly, in the event of an
assignment of the Lease and Sublease, the Debtors will seek a
determination that the transactions are transfers made "under a
plan" pursuant to Section 1146(c) and is exempt from the
imposition of any stamp or similar tax.

In the event that a party other than Winton makes a higher
and better offer for the assumption and assignment of the Lease
and Sublease pursuant to Sections 365(a) and (f) of the
Bankruptcy Code, the Debtors will seek to assume and assign the
Lease and Sublease to that party.

Headquartered in Rocky Hill, Connecticut, Ames Department Stores,
Inc., is a regional discount retailer that, through its
subsidiaries, currently operates 452 stores in nineteen states and
the District of Columbia.  The Company filed for chapter 11
protection on August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).
Albert Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal
LLP and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities. (AMES Bankruptcy News, Issue No.
49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


APPLICA INC: Will Publish Q4 and Year-End Results on February 26
----------------------------------------------------------------
Applica Incorporated (NYSE: APN) will issue its fourth-quarter and
year-end financial results before the market opens on Thursday,
February 26, 2004.

Applica will hold a conference call on the same day at 11:00 a.m.,
eastern time, to discuss its fourth-quarter and year-end results
and to give guidance on future results and trends in operations.
Harry Schulman, President and Chief Executive Officer, Terry
Polistina, Senior Vice President and Chief Financial Officer, and
Michael Michienzi, Senior Vice President - Global Business
Development, will host the call.

Live audio of the conference call will be simultaneously broadcast
over the Internet and will be available to members of the news
media, investors and the general public.  Broadcast of the event
can be accessed on the Company's Web site at
http://www.applicainc.com/by clicking on the Investor Relations
page.  You may also access the call via CCBN at
http://www.streetevents.com/

The event will be archived and available for replay through
Thursday, March 4, 2004.

Applica Incorporated and its subsidiaries (S&P, B Corporate Credit
Rating, Negative Outlook) are manufacturers, marketers and
distributors of a broad range of branded and private-label small
electric consumer goods. The Company manufactures and distributes
small household appliances, pest control products, home
environment products, pet care products and professional personal
care products.  Applica markets products
under licensed brand names, such as Black & Decker(R), its own
brand names, such as Windmere(R), LitterMaid(R) and Applica(R),
and other private-label brand names.  Applica's customers include
mass merchandisers, specialty retailers and appliance distributors
primarily in North America, Latin America and the Caribbean.  The
Company operates manufacturing facilities in China and Mexico.
Applica also manufactures products for other consumer products
companies.  Additional information regarding the Company is
available at http://www.applicainc.com/


ASTON RANCH, LLC: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Aston Ranch, LLC
        80 West 40th Street, 7th Floor
        New York, New York 10018

Bankruptcy Case No.: 04-10436

Type of Business: The Debtor owns approximately 152 acres of
                  Real property known as 6801 Capital Creek
                  Road, Snowmass, Colorado, together with
                  certain water rights.

Chapter 11 Petition Date: January 24, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Sanford Philip Rosen, Esq.
                  Sanford P. Rosen & Associates, P.C.
                  747 Third Avenue
                  New York, NY 10017-2803
                  Tel: 212-223-1100
                  Fax: 212-223-1102

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Janet Holmes a Court        Loan                       $39,415

Page Henty                  Loan                       $42,570


AURORA FOODS: Court Extends Schedule-Filing Deadline to April 6
---------------------------------------------------------------
The Aurora Foods Debtors obtained the U.S. Bankruptcy Court's
approval to the deadline to file their schedules of assets and
liabilities and statements of financial affairs to April 6, 2004,
without prejudice to their right to seek additional extensions.

Judge Walrath also ruled that the requirement to file Schedules
and Statements will be permanently waived if the Debtors' Plan is
confirmed within the 120-day period.

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)


BAR SAN CONTRACTORS: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bar San Contractors, Inc.
        555 Industrial Road
        Carlstadt, New Jersey 07072

Bankruptcy Case No.: 04-12362

Type of Business: Contractor of Utilities and Transportation.

Chapter 11 Petition Date: January 23, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Gerald H. Gline, Esq.
                  Cole, Schotz, Meisel, Forman & Leonard
                  25 Main Street
                  Hackensack, NJ 07601
                  Tel: 201-489-3000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
Heavy and General Laborers                  $320,113
Local 472
700 Raymond Boulevard
Newark, NJ 07104

Operating Engineers Local 825               $186,634

Van Orden Sand & Gravel of Ringwood         $156,609

Tilcon New York/New Jersey Inc.             $154,986

Stavola Construction Mater. Sta.            $120,272

American Pipe & Plastic                     $116,362

Stone Industries                             $87,061

Bassani Bros. Excavating                     $84,181

A.C. Miller Concrete Products                $76,566

R. Young & Sons                              $73,631

Taylor Oil Co. Inc.                          $66,090

American Express                             $64,000

Newark Asphalt Corp.                         $59,139

Rockland Transit Mix                         $57,061

Teltek Sales                                 $46,205

Langan Engineering                           $42,270

Trico                                        $38,369

Progressive Brick                            $32,778

W&W Leasing Inc.                             $31,539

SM Electric                                  $31,500


BOUTIT INC: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Boutit Inc.
        aka No Limit Records
        12300 Wilshire Boulevard Suite 300
        Los Angeles, California 90025

Bankruptcy Case No.: 03-41618

Type of Business: The Debtor is a Recording Company.

Chapter 11 Petition Date: December 17, 2003

Court: Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Paul M. Brent, Esq.
                  Steinberg Nutter And Brent
                  501 Colorado Avenue #300
                  Santa Monica, CA 90401
                  Tel: 310-451-9714

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Priority EMI                            $47,000,000
Leopold Petrich and Smith
2049 Century Partk East Suite 3110
Los Angeles, CA 90067

Craig Bazile Craig Lawson               $10,000,000
Raymond Poole and Odell Vickers
Sanders Crochet Chism LLP
400 Broad Street
Lake Charles, LA 70601

Darrin Black                             $2,000,000
Rosoff Schiffres and Barta
11755 Wilshire Blvd. Suite 1450
Los Angeles, CA 90025-1543

Black Entertainment Television             $403,000
Charlene Moreau
Newton and Associates
3001 Division Street
Metalrie, LA 70002

Don Wilson                                 $321,196
4322 Wilshire Blvd. Suite 200
Los Angeles, CA 90010

Loeb and Loeb                              $188,838

Myco Com Inc.                              $170,466

Full Pack Music                            $110,000

Associated Design Group                     $41,611

Paramount Recording Studios                 $35,000

The Gary Group                              $32,075

Take Fo                                     $30,000

Lewis Brisbols Blagaard and Smith           $24,650

Citicorp Vendor Finance Inc.                $24,324

Vinci Architecture Plus Interiors           $18,974

Moss Adams LLP                              $16,000

EZ Management                               $15,000

Haynes and Boone LLP                        $12,000


BRIAZZ: Brings-In Grant Thornton as New Independent Accountants
---------------------------------------------------------------
On Dec. 17, 2003, Briazz, Inc., dismissed PricewaterhouseCoopers
LLP as the independent accountants for the Company, advising PwC
that the Audit Committee of the Company's Board of Directors
approved the selection of Grant Thornton LLC as the independent
accountants of the Company on December 17, 2003.

The reports of PwC on the Company's financial statements for the
years ended December 29, 2002 and December 30, 2001 included an
explanatory paragraph that contained a reference to the
substantial doubt that existed regarding the Company's ability to
continue as a going concern.

On May 13, 2003, PwC advised management and the Audit Committee
that a reportable condition existed. This reportable condition was
the result of a significant deficiency, as defined in Statement on
Auditing Standards No. 60, Communication of Internal Control
Related Matters Noted in an Audit. Management and the Audit
Committee have considered this communication and steps are being
taken to address the points raised. These steps include increasing
the amounts and frequencies of account reconciliations, the hiring
of qualified external financial consultants to evaluate and
recommend enhancements to the Company's internal control system
and a closer monitoring of the Company's financial results by the
Audit Committee of the Board of Directors. In addition, the
Company has implemented a more formal budgeting process that
allows for more effective monitoring of the Company's operations
and financial results. PwC has informed the Company that the
existence of the reportable condition means internal controls
necessary to develop reliable financial statements did not exist
at that time.

Briazz is dedicated to feeding the teeming white-collar masses.
The company operates about 45 cafes in Chicago, Los Angeles, San
Francisco, and Seattle offering on-the-go office workers a variety
of breakfast and lunch items. Its menu features sandwiches, soups,
and salads, as well as bagels, fruit, and coffee. The company also
offers box lunch delivery and catering services. Briazz contracts
with third parties, including in-flight catering company Flying
Food Group, to supply its menu items. Chairman Victor Alhadeff,
who opened the first Briazz cafe in Seattle in 1995, owns about
20% of the company.


BROADBAND OFFICE: Intends to Dump Shares in Redback Network
-----------------------------------------------------------
Broadband Office, Inc., holds a $700,000 general unsecured claim
against Redback Networks, Inc. (Nasdaq: RBAKD). Under Redback's
plan of reorganization confirmed on Dec. 19, 2003, and declared
effective on Jan. 2, 2004, Broadband Office is slated to receive
its pro rata share of new Redback equity.

BBO tells the U.S. Bankruptcy Court for the District of Delaware
that it doesn't want to hold those shares and that doing so would
contravene the investment requirements under 11 U.S.C. Sec. 345.
Accordingly, BBO asks the Bankruptcy Court for authority to sell
its Redback shares at the prevailing market quoted by the NASDAQ
Stock Exchange (currently around $8 per share).  BBO tells the
Court that it doesn't know what the future holds for the value of
the Redback Shares, and its business judgment says prompt
liquidation of those assets for cash is the most prudent course of
action.

Broadband Office, Inc. filed a Chapter 11 petition on May 9, 2001
(Bankr. D. Del. Case No. 01-1720).  BBO is now a non-operating
company in the process of liquidating its assets.  Adam Hiller,
Esq., and David M. Fournier, Esq., at Pepper Hamilton LLP
represent the company.


BUILDERS PLUMBING: Signs-Up Rome Associates as Tax Accountants
--------------------------------------------------------------
Builders Plumbing & Heating Supply Co., and its debtor-affiliates
are seeking permission from the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division to employ Rome
Associates as Tax Accountants in these chapter 11 cases.  The
Debtors point out that Rome has extensive experience in matters of
this character and is qualified to serve them on a postpetition
basis.

The Debtors selected Rome because:

     a) it has experience in bankruptcy and insolvency matters
        and

     b) it is familiar with the Debtors' business and financial
        condition, and books and records.

Rome proposes to perform tax accounting services for the Debtors
including, but not necessarily limited to, the preparations of the
Debtors' prepetition and postpetition federal and state income tax
returns.

Rome's principal, Robert S. Rome, has been a certified public
accountant for 34 years. Additionally, Mr. Rome has been engaged
as the Debtors' tax accounting firm for the past 50 years inasmuch
as his father also performed accounting services for the Debtors.
Mr. Rome is therefore suitably knowledgeable of the Debtors'
business operations, debt structure and other aspects of the
Debtors which is likely to have accounting significance during
this case.

At present, Mr. Rome's hourly rate is $400 and his associate
Jacques Pries' is $300 per hour.

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

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


BURLINGTON INDUSTRIES: Cases Reassigned to Judge Joel Rosenthal
---------------------------------------------------------------
In her capacity as Chief Judge of the Delaware Bankruptcy Court,
Judge Mary F. Walrath, reassigns the jointly administered Chapter
11 cases of BII Liquidation, Inc., formerly known as Burlington
Industries, Inc., et al. to Judge Joel B. Rosenthal.

In her January 5, 2004 Order, Judge Walrath also directed the
Debtors' counsel to file a written status report or appear in
person on January 30, 2004 at 11:00 a.m. for a status conference.
(Burlington Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CABLE & WIRELESS: Court Approves Proposed Asset Sale to SAVVIS
--------------------------------------------------------------
Cable & Wireless USA, Inc. and Cable & Wireless Internet Services,
Inc., together with certain of their subsidiaries, announced that
the U.S. Bankruptcy Court in Phoenix, Arizona has approved the
proposed sale of CWA's hosting and IP solutions assets to SAVVIS
Communications Corporation (Nasdaq: SVVS).

The sale transaction is expected to close in the first quarter of
2004, subject to certain regulatory approvals.

Under terms of a definitive asset purchase agreement signed by the
parties today, SAVVIS will acquire substantially all of the CWA
assets for $155 million in cash and assumed liabilities of
approximately $12.4 million.

SAVVIS delivers IP VPNs (Internet protocol virtual private
networks), managed hosting and Internet services to enterprises
around the world through an IP infrastructure spanning 45
countries.

CWA will continue normal operations through completion of this
proposed sale. CWA remains focused on its core competencies of
hosting and IP services while delivering uninterrupted service to
its customers.

John S. Dubel, CWA's chief executive officer, said: "We are
pleased to be one important step closer to completing the sale
transaction with SAVVIS. Both SAVVIS and CWA are committed to
growing our combined businesses by providing exceptional quality
and service to our customers and ensuring they continue to receive
the highest level of care."

On December 8, 2003, CWA announced that it had entered into an
asset purchase agreement with an affiliate of Gores Technology
Group, LLC for the sale of its hosting and IP solutions
businesses. In accordance with the terms of this agreement and to
facilitate a sale transaction, CWA filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code. In
compliance with Section 363 of the Bankruptcy Code, qualifying
bidders then had an opportunity to submit higher and better offers
for CWA's evaluation through a court-supervised competitive
bidding process. SAVVIS was chosen as the winner at a two-day
auction concluded on January 22, 2004. The sale proceeds from this
process will be applied toward certain outstanding liabilities.

CWA is among the leading providers of complex hosting and IP
solutions for global enterprises, counting 40% of the Fortune 100
among its customers. Its portfolio of services includes a wide
range of flexible and secure IP connectivity and networking
solutions along with complete and secure infrastructure to support
complex web hosting. For more information about CWA, go to
http://www.cwusa.com/

SAVVIS Communications (NASDAQ: SVVS) is a leading Managed Services
Provider that delivers private IP VPNs (virtual private networks),
hosting, IP voice and application services to businesses. SAVVIS
solutions are designed for industries with demanding IP
requirements, including legal, media, retail, professional
services, healthcare, manufacturing, and financial services. With
its recent acquisition of the commercial business of WAM!NET, the
company now delivers fully managed media services that enable
organizations to share, collaborate, store and manage content with
their partners and clients, and accelerate their workflows in the
process.

SAVVIS was ranked #3 in IP VPN market share by IDC in its 2003
report, trailing only AT&T and MCI/WorldCom. Known as The Network
that Powers Wall StreetSM, its network reliability was declared
"perfect" in Network World magazine's groundbreaking study of
backbone performance. In 2003, SAVVIS won the American Business
Awards "Stevie"(TM) in the category of Best Customer Service
Organization. SAVVIS' managed hosting services were awarded the
Service Provider Excellence Award by Boardwatch magazine for its
virtualized approach to managed hosting, and the Market
Engineering Award from Frost & Sullivan for product
differentiation and innovation.

For more information about SAVVIS' Intelligent IP Network(SM) and
managed hosting solutions, visit http://www.savvis.net/ For
information about WAM!NET visit http://www.wamnet.com/


CABLE & WIRELESS: SAVVIS Comms. Pitches Best Bid for Core Assets
----------------------------------------------------------------
Cable & Wireless USA, Inc. and Cable & Wireless Internet Services,
Inc., together with certain of their subsidiaries, accepted a bid
submitted by SAVVIS Communications Corporation (Nasdaq: SVVS) in
the court-supervised sale of their hosting and IP solutions
businesses. Under terms of the accepted bid, SAVVIS will acquire
substantially all of the CWA assets for $155 million in cash and
assumed liabilities of approximately $12.4 million, subject to
court and certain regulatory approvals.

CWA sought court approval for the proposed sale transaction with
SAVVIS at a hearing scheduled for 10 AM on January 23, 2004 at the
U.S. Bankruptcy Court in Phoenix, Arizona. If approved at that
time, the sale transaction is expected to close in February.
(Please see separate story on court's approval - Ed.).

SAVVIS, one of the largest global managed service providers,
delivers IP VPNs (Internet protocol virtual private networks),
managed hosting and Internet services to enterprises around the
world through an IP infrastructure spanning 45 countries.

CWA will continue normal operations pending completion of this
proposed sale. CWA remains focused on its core competencies of
hosting and IP services while delivering uninterrupted service to
its customers. John S. Dubel, CWA's chief executive officer, said:
"Both CWA and SAVVIS are excited about this acquisition and are
committed to growing the combined business. Fulfilling the needs
of our customers remains our number one objective. The conclusion
of the auction represents a very positive outcome for our
customers as well as for our creditors. Our products and market
position are strong, our technology is leading edge, and our
commitment to providing outstanding customer service is firm. We
look forward to completing the sale transaction."

On December 8, 2003, CWA announced that it had entered into an
asset purchase agreement with an affiliate of Gores Technology
Group, LLC for the sale of its hosting and IP solutions
businesses. In accordance with the terms of this agreement and to
facilitate a sale transaction, CWA filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code. In
compliance with Section 363 of the Bankruptcy Code, qualifying
bidders then had an opportunity to submit higher and better offers
for CWA's evaluation through a court-supervised competitive
bidding process. SAVVIS was chosen as the winner among seven
bidders at a two-day auction concluded on January 22, 2004, by
CWA's financial advisor, The Blackstone Group, pursuant to the
sales procedures approved by the U.S. Bankruptcy Court. The sale
proceeds from this process will be applied toward certain
outstanding liabilities.

CWA is among the leading providers of complex hosting and IP
solutions for global enterprises, counting 40% of the Fortune 100
among its customers. Its portfolio of services includes a wide
range of flexible and secure IP connectivity and networking
solutions along with complete and secure infrastructure to support
complex web hosting. For more information about CWA, go to
http://www.cwusa.com/

SAVVIS Communications (Nasdaq: SVVS) is a leading Managed Services
Provider that delivers private IP VPNs (virtual private networks),
hosting, IP voice and application services to businesses. SAVVIS
solutions are designed for industries with demanding IP
requirements, including legal, media, retail, professional
services, healthcare, manufacturing, and financial services. With
its recent acquisition of the commercial business of WAM!NET, the
company now delivers fully managed media services that enable
organizations to share, collaborate, store and manage content with
their partners and clients, and accelerate their workflows in the
process.

SAVVIS was ranked #3 in IP VPN market share by IDC in its 2003
report, trailing only AT&T and MCI/WorldCom. Known as The Network
that Powers Wall Street(SM), its network reliability was declared
"perfect" in Network World magazine's groundbreaking study of
backbone performance. In 2003, SAVVIS won the American Business
Awards "Stevie"(tm) in the category of Best Customer Service
Organization. SAVVIS' managed hosting services were awarded the
Service Provider Excellence Award by Boardwatch magazine for its
virtualized approach to managed hosting, and the Market
Engineering Award from Frost & Sullivan for product
differentiation and innovation.

For more information about SAVVIS' Intelligent IP Network(SM) and
managed hosting solutions, visit http://www.savvis.net/ For
information about WAM!NET visit http://www.wamnet.com/


CABLE & WIRELESS: SAVVIS Confirms Selection as Winning Bidder
-------------------------------------------------------------
SAVVIS Communications Corporation (NASDAQ: SVVS), a leading global
managed IP and managed hosting services provider, confirmed it was
selected to acquire substantially all of the assets of Cable &
Wireless USA, Inc. and Cable & Wireless Internet Services, Inc.,
for $155 million in cash and assumed liabilities of approximately
$12.5 million. CWA, wholly-owned subsidiaries of Cable and
Wireless plc (NYSE: CWP; LSE: CW), filed for protection under
Chapter 11 of the U.S. Bankruptcy Code in December of 2003 and
conducted an auction completed yesterday for its business
operations, for which SAVVIS submitted the winning bid.

SAVVIS' shareholders Welsh, Carson, Anderson & Stowe and
Constellation Ventures, a Bear Stearns asset management fund, have
committed to finance the purchase price and provide ongoing
funding to support the acquired assets. In addition, SAVVIS has
entered into a Letter of Intent with Du Pont Fabros Interests LLC
pursuant to which SAVVIS will sell its rights to acquire five of
the CWA data centers to DuPont for $52 million, and to leaseback
those data centers for 15 years.

Under the proposed terms of sale with CWA, SAVVIS will purchase
substantially all of CWA's assets, including CWA's:

-- World Class Tier 1 IP Network, serving more than 2,000
   enterprise customers, with a footprint encompassing 27% of all
   Internet routes and providing a range of IP network services
   from public Internet to private lines; and its

-- Comprehensive Hosting Services, with more than 1,000 enterprise
   customers, 15 data centers, a Fortune 500 focus, and a complete
   range of managed hosting, consulting and infrastructure
   services.

With the addition of the CWA network and hosting assets to SAVVIS'
existing world class IP network and hosting business, SAVVIS
becomes one of the world's largest IP/hosting infrastructure
providers. The acquired assets will add over 5,000 customers and
the combined entity is currently projected to have annualized
revenues of approximately $700 million by year end 2004. The
purchase of the CWA assets will enable SAVVIS to expand its range
of IP network services to include private line services and an
expanded range of consulting and hosting infrastructure services.
The company currently projects that substantial infrastructure and
operating synergies could be generated by this acquisition through
the optimization of the combined network and hosting operations
and the elimination of duplicate staff functions.

Commenting on the successful bid, SAVVIS' chairman and chief
executive officer Rob McCormick said, "We are extremely excited
about joining Cable & Wireless America's internet and complex
hosting capabilities to our leading private network and hosting
business, and we look forward to bringing new levels of service
and quality to the combined customer base. The companies' network
and hosting operations are extremely complementary with one
another and with the SAVVIS vision to provide the industry's first
truly virtualized managed services infrastructure. Enterprises are
beginning to recognize the benefits of virtualization as they
struggle with maximizing utilization of their IT infrastructure.
SAVVIS' acquisition of these network and hosting assets
significantly expands our ability to deliver the full range of
value added, managed utility services based on our virtualized
approach."

"The combination of SAVVIS' unique virtualized and utility-based
global services, combined with the CWA Tier 1 IP network and
hosting infrastructure, will further accelerate and enhance the
set of valued added products the company is already providing to
multiple vertical industries, such as Financial Services, Media,
Healthcare, and Retail," said Clifford H. Friedman, senior
managing director, Constellation Ventures, and member of SAVVIS'
Board of Directors. "We believe this combination will yield
superior performance and economics for these various vertical
industry customers, positioning SAVVIS as an integral partner with
their customers."

                         Financial Terms

SAVVIS' purchase will be backed by committed financing from Welsh,
Carson, Anderson & Stowe and Constellation Ventures and the
anticipated proceeds of the sale-leaseback transaction. Upon
consummation of the sale leaseback transaction, WCAS and
Constellation will provide funding consisting of approximately
$170 million in subordinated debt facilities, which the company
will use to acquire the CWA assets and fund ongoing capital
expenditures and working capital needs of the newly acquired
assets. The Shareholder Notes mature five years from the date of
initial funding and are subject to redemption by SAVVIS at any
time in the first 360 days after the initial funding in an amount
equal to the accreted value. During the first 360 days after the
initial funding, the Notes will bear interest at 12.5%, payable
semi-annually in kind, and are subject to redemption at any time.
After 360 days the interest rate will increase to 15%, payable
semi-annually in kind. The Notes are redeemable at 101% after the
fourth anniversary of the initial funding. In conjunction with
this financing, SAVVIS will also issue warrants to purchase 110
million shares of its common stock with a strike price of $1.63.

The proposed purchase is subject to approval by the US Bankruptcy
Court, a hearing for which is scheduled for later today, and
customary regulatory approvals and closing conditions. It is
currently expected to close in the first quarter of 2004. If the
transaction does not close by March 5, 2004, CWA will have the
right to terminate the Asset Purchase Agreement to be executed in
connection with the transaction. In conjunction with this bid,
SAVVIS made a $5.0 million required deposit into escrow, which is
subject to forfeiture to CWA if the transaction is terminated as a
result of SAVVIS breaching any material representation, warranty,
or covenant in the Asset Purchase Agreement.

SAVVIS Communications (NASDAQ: SVVS) is a leading Managed Services
Provider that delivers private IP VPNs (virtual private networks),
hosting, IP voice and application services to businesses. SAVVIS
solutions are designed for industries with demanding IP
requirements, including legal, media, retail, professional
services, healthcare, manufacturing, and financial services. With
its recent acquisition of the commercial business of WAM!NET, the
company now delivers fully managed media services that enable
organizations to share, collaborate, store and manage content with
their partners and clients, and accelerate their workflows in the
process.

SAVVIS was ranked #3 in IP VPN market share by IDC in its 2003
report, trailing only AT&T and MCI/WorldCom. Known as The Network
that Powers Wall Street(SM), its network reliability was declared
"perfect" in Network World magazine's groundbreaking study of
backbone performance. In 2003, SAVVIS won the American Business
Awards "Stevie"(TM) in the category of Best Customer Service
Organization. SAVVIS' managed hosting services were awarded the
Service Provider Excellence Award by Boardwatch magazine for its
virtualized approach to managed hosting, and the Market
Engineering Award from Frost & Sullivan for product
differentiation and innovation.

For more information about SAVVIS' Intelligent IP Network(SM) and
managed hosting solutions, visit http://www.savvis.net/ For
information about WAM!NET visit http://www.wamnet.com/


CABLE SATISFACTION: Court Extends CCAA Protection Until March 31
----------------------------------------------------------------
Cable Satisfaction International Inc., (TSX: CSQ.A) announced that
the Quebec Superior Court has granted a motion requesting an
extension until March 31, 2004 of the protection initially granted
on June 27, 2003 under the Companies' Creditors Arrangement Act
and of the appointment of Richter & Associes Inc., as interim
receiver.

A further announcement will be made once a date for the
submission to creditors of the previously announced Plan of
Arrangement and Reorganization of CSII has been set.

There can be no assurance that the Plan will be successfully
implemented or implemented on the terms and conditions contained
therein.

CSII also announced that Richter & Associes Inc. has filed with
the Court its first report in its capacity as monitor, including
certain background information concerning CSII, the status of its
operations, the restructuring process, the progress made in
achieving a successful plan of arrangement, and certain financial
information regarding the financial position of CSII.

As previously announced, because of CSII's limited resources, it
continues to be unlikely that it will file its interim financial
statements for the period ended September 30, 2003 before
successful approval of the Plan. No further announcement is
expected to be made in this connection unless there are material
developments.

The orders rendered under the CCAA in respect of CSII, the current
and prior monitor's reports and related materials are available
from Richter & Associes Inc. directly.

CSII builds and operates large bandwidth (750Mhz) hybrid fibre
coaxial (HFC) networks and, through its subsidiary Cabovisao -
Televisao por Cabo, S.A. provides cable television services, high-
speed Internet access, telephony and high-speed date transmission
services to homes and businesses in Portugal through a single
network connection.

The subordinate voting shares of CSII are listed on the Toronto
Stock Exchange (TSX) under the trading symbol "CSQ.A".


CASELLA WASTE: Prices $45-Million 9.75% Senior Sub. Notes Offering
------------------------------------------------------------------
PR Newswire   Jan 23

Casella Waste Systems, Inc. (Nasdaq: CWST) priced the previously
announced offering of an additional $45 million aggregate
principal amount of 9.75% senior subordinated notes due 2013 at an
issue price of 113.5% of the principal amount of the notes (equal
to a per annum yield of approximately 6.91%), resulting in gross
proceeds to the company of $51.1 million.

The terms of the notes offered will be substantially identical to
Casella Waste Systems' existing $150 million aggregate principal
amount of 9.75% senior subordinated notes due 2013. The notes will
be offered only to qualified institutional buyers under Rule 144A
under the Securities Act of 1933 and to non-U.S. persons outside
the United States under Regulation S under the Securities Act. The
company will use the net proceeds of the offering to repay all
outstanding borrowings under its revolving credit facility and the
remainder will be used for general corporate purposes, including
acquisitions. As of January 16, 2004, Casella Waste Systems had an
aggregate of $34.7 million outstanding under its revolving credit
facility.

The senior subordinated notes issued in this offering have not
been registered under the Securities Act of 1933, as amended, or
any applicable state laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements. Casella Waste Systems has agreed to
file a registration statement with the Securities and Exchange
Commission, pursuant to which it would exchange the privately
placed notes for notes which are registered. After the exchange,
these notes will be identical to, and will trade as a single
series with, the existing 9.75% senior subordinated notes due
2013.

Casella Waste Systems (S&P, BB- Corporate Credit Rating, Stable),
headquartered in Rutland, Vermont, provides collection, transfer,
disposal and recycling services primarily in the northeastern
United States. For further information, visit the company's Web
site at http://www.casella.com/


CENTERPOINT ENERGY: Reliant Drops Option to Buy Texas Genco Stake
-----------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) was notified by Reliant
Resources, Inc. (NYSE: RRI) that they would not exercise their
option to purchase CenterPoint Energy's 81 percent interest in
Texas Genco Holdings, Inc. (NYSE: TGN).

As previously indicated, CenterPoint Energy intends to pursue
alternatives to monetize its interest in Texas Genco that include
seeking another purchaser and has engaged a financial advisor to
assist in this effort.

CenterPoint Energy, Inc. (Fitch, BB+ Preferred Securities and
Zero-Premium Exchange Notes' Ratings, Negative), headquartered in
Houston, Texas, is a domestic energy delivery company that
includes electric transmission and distribution, natural gas
distribution and sales, interstate pipeline and gathering
operations, and more than 14,000 megawatts of power generation in
Texas.  The company serves nearly five million customers primarily
in Arkansas, Louisiana, Minnesota, Mississippi, Missouri,
Oklahoma, and Texas.  Assets total approximately $20 billion.
CenterPoint Energy became the new holding company for the
regulated operations of the former Reliant Energy, Incorporated in
August 2002.  With more than 11,000 employees, CenterPoint Energy
and its predecessor companies have been in business for more than
130 years.  For more information, visit the Web site at
http://www.CenterPointEnergy.com/


CENTRAL WAYNE: US Trustee Appoints Official Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 4 appointed a four-member
Official Committee of Unsecured Creditors in Central Wayne Energy
Recovery L.P.'s Chapter 11 cases:

       1. Nedrow Refractories Co.
          150 Landrow Drive
          P.O. Box 930313
          Wixom MI 48393
          Attn: Leon Cudnohufsky, General Manager
          Tel: (248) 669-2500; Fax: (248) 669-3433;

       2) Delray Mechanical Corp.
          667 So. Post Avenue
          Detroit MI 48209
          Attn: Gordon Ebsch, President
          Tel:(313) 843-5330; Fax (313) 843-6933;

       3) Kalamazoo Boiler Company
          6087 Riverview Drive
          Kalamazoo MI 49004
          Attn: Brian George
          Tel:(269) 342-4851; Fax:(269)342-4976;

       4) City of Dearborn Heights,
          (John J. Riley II, Treasurer)
          6045 Fenton
          Dearborn Heights MI 48127
          Attn: Gary Miotke, Corporation Counsel
          Tel: (313) 388-4809

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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 their restructuring
efforts.  When the Company filed for chapter 11 protection, it
listed estimated assets of over $10 million and debts of over $100
million.


CEPHALON: FTC Wants Additional Information re Pending CIMA Merger
-----------------------------------------------------------------
Cephalon, Inc. (Nasdaq: CEPH) and CIMA LABS INC. (Nasdaq: CIMA)
received a request for additional information from the Federal
Trade Commission pertaining to Cephalon's pending merger with
CIMA.

The formal request for additional, specific information
supplements information already provided in the original Hart-
Scott-Rodino filing and in subsequent discussions with the FTC
during the past several weeks.

This request extends the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 (HSR) during which the
FTC is permitted to review a proposed transaction.  The companies
expect to close this transaction upon completion of the HSR
clearance process, and the satisfaction of all other closing
conditions contained in the merger agreement.

Founded in 1987, Cephalon, Inc. (S&P, B+ Corporate Credit Rating,
Positive) is an international biopharmaceutical company dedicated
to the discovery, development and marketing of innovative products
to treat sleep and neurological disorders, cancer and pain.

Cephalon currently employs approximately 1,600 people in the
United States and Europe.  U.S. sites include the company's
headquarters in West Chester, Pennsylvania, and offices and
manufacturing facilities in Salt Lake City, Utah.  Cephalon's
major European offices are located in Guildford, England,
Martinsried, Germany, and Maisons-Alfort, France.

The company currently markets three proprietary products in the
United States:  PROVIGIL, GABITRIL(R) (tiagabine hydrochloride)
and ACTIQ(R) (oral transmucosal fentanyl citrate) [C-II] and more
than 20 products internationally.  Full prescribing information on
its U.S. products is available at http://www.cephalon.com/

Cephalon is a leader in optimizing a data-driven approach to
developing new drugs and in expanding the therapeutic potential of
existing products. Cephalon's research pipeline is focused on the
identification of novel molecules that affect cell survival and
death.

CIMA develops and manufactures prescription and over-the-counter
products based upon its proprietary, orally disintegrating drug
delivery technologies, OraSolv(R) and DuraSolv(R). Based on these
technologies, an active drug ingredient, which the company
frequently taste-masks, is formulated into a new, orally
disintegrating dosage form that dissolves quickly in the mouth
without chewing or the need for water. CIMA's business involves a
dual operating strategy.  The company develops and manufactures
orally disintegrating versions of drugs for pharmaceutical company
partners for whom CIMA currently produces three branded
prescription pharmaceuticals and three over-the-counter brands.
CIMA is also developing proprietary products utilizing its orally
disintegrating technologies, as well as its new OraVescent(R)
enhanced absorption, transmucosal drug delivery system. Further
information about CIMA is available at http://www.cimalabs.com/


CONSTELLATION BRANDS: Declares 5.75% Preferred Share Cash Dividend
------------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ; ASX: CBR), a leading
international producer and marketer of beverage alcohol brands,
announced that its Board of Directors declared a quarterly
dividend on the Company's 5.75% Series A Mandatory Convertible
Preferred Stock, payable on March 1, 2004, to shareholders of
record on February 17, 2004.  Payment will be $0.359375 per
depositary share.

Constellation Brands, Inc. (S&P, BB Corporate Credit and Senior
Unsecured Debt Ratings) is a leading international producer and
marketer of beverage alcohol brands, with a broad portfolio across
the wine, spirits and imported beer categories.  The Company is
the largest multi-category supplier of beverage alcohol in the
United States; a leading producer and exporter of wine from
Australia and New Zealand; and both a major producer and
independent drinks wholesaler in the United Kingdom.  Well-known
brands in Constellation's portfolio include: Corona Extra,
Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston,
Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys,
Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and
Blackthorn.


DIAMETRICS MEDICAL: Arranges New $2.5MM Financing with Mercator
---------------------------------------------------------------
Diametrics Medical, Inc. (OTCBB:DMED) secured new financing of
$1.5 million with Mercator Advisory Group and affiliated funds.
This financing will be used to fund the Company's renewed efforts
to expand its TrendCare(R) Continuous Monitoring business.

This new financing is made up of 15,000 shares of Series F
preferred stock. An additional 15,000 shares may be issued at the
discretion of the Mercator Advisory Group within 30 days of
shareholder authorization of additional shares of the Company's
common stock. The preferred stock is convertible at any time at
75% of a defined weighted average trading price of the Company's
common stock, but in no event greater than $0.25 per share nor
less than $0.20 per share. The floor price on the conversion
declines to $0.15 per share should the company miss an ongoing
cash forecast, and the conversion rate declines to 65% of the
weighted average trading price under certain events of default. A
five year warrant to purchase up to 6,000,000 shares of common
stock at the lower of $0.35 per share or a defined weighted
average trading price preceding exercise was also issued.

Diametrics Medical is a leader in critical care technology. The
Company is dedicated to creating solutions that improve the
quality of healthcare delivery through products and services that
provide continuous, accurate and cost-effective blood and tissue
diagnostic information. Primary products include the TrendCare(R)
continuous blood gas monitoring system, including Paratrend(R) and
Neotrend(R) for use with adult, pediatric and neonatal patients;
and the Neurotrend(R) cerebral tissue monitoring system.

At Sept. 30, 2003, Diametrics Medicals's balance sheet shows a
total shareholders' equity deficit of about $3.6 million.


DII INDUSTRIES: Court Lifts Stay for Non-Asbestos Actions
---------------------------------------------------------
The genesis of the Reorganization Cases was the enormous amount
of asbestos-related and silica-related personal injury lawsuits
against the DII Industries, LLC, and Kellogg, Brown & Root Debtors
pending in various parts of the United States.  Because they are
engaged in ongoing business operations, the Debtors are also
parties to a number of lawsuits unrelated to the Asbestos/Silica
Lawsuits.

One of the key elements of the Debtors' Reorganization Cases is
the Permanent Channeling Injunction under Sections 105 and 524(g)
of the Bankruptcy Code, pursuant to which all current and future
asbestos-related and silica-related personal injury claims
involving the Debtors, the Halliburton Entities and the Harbison-
Walker Entities will be channeled to the Asbestos PI Trust or
Silica PI Trust, for liquidation and payment.  All current and
future asbestos-related and silica-related personal injury claims
will then be permanently enjoined from pursuing claims against
the Debtor-Affiliated Protected Parties, including, among others,
the Reorganized Debtors.

The Debtors clarify that they are not seeking a permanent
injunction with respect to the Non-Asbestos/Silica Lawsuits, and
these lawsuits should be permitted to continue unabated during
their Chapter 11 cases.  The Debtors are also not seeking a stay
with respect to these coverage actions:

   (1) Harbison Walker Refractories Co. v. Dresser Indus. Inc.,
       et al, Case No. 02-2151 (Bankr. W.D. Pa.);

   (2) Dresser Indus Inc. v. Underwriters at Lloyd's London, et
       al., Case No. 03-1356 (Bankr. W.D. Pa.);

   (3) Dresser Indus. Inc. v. Underwriters at Lloyd's London, et
       al., Case No. 01-07414-K (Dallas County, TX, 192 Judicial
       District);

   (4) Kellogg Brown & Root, Inc. v. AIU Ins. Co., et al., Case
       No. 2003-03653 (Harris County, TX, 111 Judicial District);

   (5) DII Indus. LLC v. Federal-Mogul Prods. Inc., et al., Case
       No. 01-09018 (Bankr. D. Del.); and

   (6) Sanchez, et al. v. Cooper Indus., et al., Case No. MDL-875
       (E.D. Pa.) (D.N.M., No. 97 Civ. 1569 BB/DJS)
       (collectively, the "Coverage Actions").

Each of the Debtors is a solvent entity and the sole reason these
Chapter 11 cases were filed was due to the asbestos-related and
silica-related liabilities faced by each of the Debtors.  Each of
the Debtors fully intend to continue to operate as normal during
the pendency of these bankruptcy cases, including in their
prosecution and defense of the Non-Asbestos/Silica Lawsuits,
along with the Coverage Actions.

In addition, many of the Non-Asbestos/Silica Lawsuits and
Coverage Actions have been pending before various state and
federal courts for a significant period of time.  As a result,
the courts in which these cases are pending have an institutional
knowledge of the particular cases that would be lost if the cases
were stayed and re-filed in the Court.  In addition, if the stay
were to remain in effect for a significant period of time, there
is the possibility that evidence may be lost and witnesses'
memories may be negatively impacted.

At the Debtors' request, the Court lifts the automatic stay with
respect to all of their pending and future Non-Asbestos/Silica
Lawsuits and the specific Coverage Actions.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DOMAN INDUSTRIES: CCAA Stay Extended to March 2, 2004
-----------------------------------------------------
The Supreme Court of British Columbia issued an order in
connection with Doman Industries Limited's proceedings under the
Companies' Creditors Arrangement Act, extending the stay of
proceedings to March 2, 2004 to allow time to prepare and file a
plan of compromise and arrangement.

Counsel for certain of the unsecured noteholders advised the Court
that the unsecured noteholders have reached a business agreement
on a plan to restructure the Company's affairs and refinance the
senior secured notes. Doman understands that the plan is expected
to include the following:

    -   The secured noteholders' indebtedness will be refinanced
        in full through a combination of a rights offering and a
        private placement.

    -   All of the unsecured indebtedness, including the trade
        debt, will be converted to equity.

    -   The pulp and solid wood assets will be separated on some
        basis still to be determined, with the potential for
        further restructuring compromises affecting the Port Alice
        mill.

A copy of the order may be obtained by accessing the Company's Web
site at http://www.domans.com/

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and NBSK
pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.


DVI INC: Wants Clearance for Settlement Pact with US Bank et al.
----------------------------------------------------------------
DVI, Inc., and its debtor-affiliates, seek permission from the
U.S. Bankruptcy Court for the District of Delaware to assume and
assign certain contribution and servicing agreements, as modified,
and approval of a proposed settlement agreement with U.S. Bank
National Association, as Trustee, and various other parties.

The Honorable Mary F. Walrath will convene a hearing today, at
4:00 p.m. Eastern Time to consider the Motion.

The Debtors want the Court's approval for a settlement agreement
among the Debtors, U.S. Bank National Association, as Trustee,
each Receivables Corporation and each Issuer that is a party to
the Settlement Agreement, the Ad Hoc Committee of Noteholders,
Lyon Financial Services, and, solely for the purposes of Section 4
of the Settlement Pact, Goldman Sachs Credit Partners, Ableco
Finance LLC and A3 Funding LP.  Among other things, the Settlement
Pact:

        1. amends the Contribution and Servicing Agreements and
           certain indentures;

        2. provides for the assumption and assignment of the
           Contribution and Servicing agreements to Lyon Financial
           Services, Inc., and fixes the cure amount and adequate
           assurance of future performance;

        3. liquidates certain claims by and against the Debtors
           and certain Securitization Trusts;

        4. provides that, under certain circumstances, US Bank
           National Association, as trustee, will release its
           liens on certain of the Debtors' assets upon any
           Debtor's request, without the need to obtain any
           further noteholder consent;

        5. provides that, under certain circumstances, the Debtors
           will assign to US Bank National Association, as
           Trustee, certain security interests they hold on
           certain assets;

        6. provides that, subject to certain limitations, each
           party releases and discharges each other from any
           claims, damages and costs that arise out of the
           Settlement Agreement or arise out of certain
           Securitizations, the Contribution and Servicing
           Agreements, certain contracts or the performance
           thereof.

Headquartered in Jamison, Pennsylvania, DVI, Inc., is the parent
company of DVI Financial Services, Inc. and DVI Business Credit
Corp. DVI Financial Services, Inc., provides lease or loan
financing to healthcare providers for the acquisition or lease of
sophisticated medical equipment. DVI Business Credit Corp. extends
revolving lines of credit to healthcare providers. The Debtors
filed for chapter 11 protection on August 25, 2003, (Bankr. Del.
Case No. 03-12656).  Bradford J. Sandler, Esq., at Adelman Lavine
Gold and Levin, PC represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $1,866,116,300 in total assets and
$1,618,751,400 in total debts.


ENCOMPASS SERVICES: James Jones' $1-Million Claim Disallowed
------------------------------------------------------------
The Encompass Services Debtors' Disbursing Agent, Todd A.
Matherne, asks the Court to expunge 27 Claims.

"The Claimants don't have a right to payment from the Debtors'
estate," Marcy E. Kurtz, Esq., at Bracewell & Patterson, LLP, in
Houston, Texas, contends.  Ms. Kurtz explains that the Claims, if
determined to be valid obligations, will be fully funded by the
Debtors' insurance policies.

The ten largest claims are:

  Claimants                 Claim No.      Claim Amount
  ---------                 ---------      ------------
  Webcor Builders Inc.         4183          $395,634
  James Jones                  4492         1,000,000
  David Gentry                 4368           250,000
  Petty Boggs                  4591           150,000
  Edith Alonzo                 4273           100,000
  Craig Greene                 4263           100,000
  Kenneth Etheridge            4206           100,000
  Annette Suitor               4467           100,000
  Kent Sussex                  4270            75,000
  Joseph Burns                 4485            50,000

                 Stipulation With James Jones

In a Court-approved stipulation, Todd A. Matherne and James Jones
agreed that Mr. Jones' Claim is disallowed for purposes of
distribution from the Debtors' estate.  Mr. Jones may pursue
compensation for his Claim pursuant to any of the Debtors'
applicable insurance policies instead.

Mr. Jones may reassert his Claim for distribution from the
Debtors' estate if his Claim is denied coverage under the
Debtors' applicable policies within 20 days of notification of
the denial of coverage.  However, a denial of payment due to
failure to establish liability under any policies does not
constitute a denial of coverage.

Mr. Jones does not have any other claims in the Debtors'
bankruptcy cases. (Encompass Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Court Okays Arnold & Porter's Engagement as Counsel
---------------------------------------------------------------
Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code,
the Enron Corporation Debtors seek the Court's authority to employ
Arnold & Porter as special counsel for the sole purpose of
permitting the firm to seek compensation for legal services
provided to the Debtors from February 20, 2002 through
November 30, 2002.

                   Arnold & Porter's Employment

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the services Arnold & Porter rendered are in
connection with the Enron Wind Debtors' sale of their
manufacturing assets to GE Wind Energy LLC.  Without Arnold &
Porter's specialized knowledge of and familiarity with the
assets, the prompt sale could not have been consummated.

The Enron Wind Debtors employed Arnold & Porter because the firm
had represented them on real estate and turbine and project sale
issues since 1994.  Thus, Arnold & Porter had significant
knowledge about the Enron Wind Debtors' businesses and assets.
Arnold & Porter was employed under the firm's standard hourly
rates and pursuant to its normal policies for reimbursements of
expenses.  The hourly rates of Arnold & Porter's professionals
are:

   Partners, Special Counsel and Counsel   $420 - 485
   Associates                               165 - 320
   Paraprofessionals                        150

            The Enron Wind Debtors' Prior Application

Ms. Gray recalls that on March 29, 2002, the Enron Wind Debtors
sought to employ Arnold & Porter.  Edward W. Zaelke, Esq., a
partner at the firm, disclosed that Arnold & Porter had provided
antitrust advice to GE Power Systems Business with respect to the
sale and that it believes this was not adverse to its proposed
employment since the two representations dealt with wholly
separate issues.

Accordingly, Arnold & Porter advised the Debtors that it would
not proceed with its work until after the March 2002 Application
was approved.  However, the Debtors asked Arnold & Porter to
proceed with the time-sensitive work before the March 2002
Application was approved to avoid possible loss of a favorable
sale, which had to be closed by a certain date.

In April 2002, the U.S. Trustee informed the Debtors that she
would object to the March 2002 Application based on the
disclosures Arnold & Porter made.  Thus, the Enron Wind Debtors
withdrew the March 2002 Application.

               The Agreement With The U.S. Trustee

In light of the fact that Arnold & Porter proceeded with the
representation of the Enron Wind Debtors on the Sale Transaction
due to the need to close the Sale and that the Sale Transaction
was closed promptly, the firm is entitled to be compensated for
the services it provided.

Ms. Gray reports that the Enron Wind Debtors, Arnold & Porter and
the U.S. Trustee have been negotiating for several months
regarding the terms on which Arnold & Porter could be retained on
a nunc pro tunc basis in connection with the services provided to
the Enron Wind Debtors in connection with the Sale Transaction.

According to Ms. Gray, in these Chapter 11 cases, Arnold & Porter
incurred $489,689 in fees and $14,890 in outstanding
disbursements.  The Debtors, the U.S. Trustee and Arnold & Porter
have reached an agreement under which Arnold & Porter will seek
compensation for 60% of its outstanding fees -- $293,813 -- and
100% of its outstanding disbursements.  Except for minor post-
closing clean-up work, Arnold & Porter has performed no services
for the Enron Wind Debtors since May 10, 2002.

Arnold & Porter will file its First and Final Fee Application in
accordance with the established Compensation Procedures.  The
U.S. Trustee will not object to the Fee Application.

The Debtors seek the Court's authority to pay Arnold & Porter
without any holdback in light of:

   -- the unusual circumstances concerning the employment;

   -- the significant discount agreed to by Arnold & Porter; and

   -- the fact that Arnold & Porter will not be seeking future
      fees.

                          *     *     *

Solely to allow Arnold & Porter to receive compensation and
reimbursement for expenses for past legal services provided to
the Debtors, the Court permits the Debtors to employ Arnold &
Porter as special counsel, nunc pro tunc to February 20, 2002.
(Enron Bankruptcy News, Issue No. 95; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EXIDE TECH.: Has Until March 31 to Make Lease-Related Decisions
---------------------------------------------------------------
The Exide Technologies Debtors obtained the U.S. Bankruptcy
Court's approval extending the period within which they must
decide whether to reject, assume or assign their Unexpired Leases,
through and including March 31, 2004.

As previously reported, in connection with the Exide Technologies
Debtors' Fourth Amended Joint Reorganization Plan, James E.
O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C., in Wilmington, Delaware, informs the Court that
the Debtors have substantially finalized their determinations
whether to assume or reject their unexpired leases.

In the event that the Plan is confirmed, the Debtors will not
require additional time to make lease decisions.  However, in an
abundance of caution, in the event that confirmation would be
delayed or the Plan would not be confirmed, the Debtors needed an
extension of their lease decision deadline to preserve their
opportunity to re-evaluate their determinations with respect to
the Unexpired Leases.

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FLEMING: Claims Classification and Treatment Under Amended Plan
---------------------------------------------------------------
The Fleming Companies Debtors' Amended Plan of Reorganization
provides for the classification and treatment of claims and
interests, as modified:

Class   Description             Treatment
-----   -----------             ---------
N/A    Administrative          Paid in cash, in full.
        Expense Claims
                                Allowed Claims estimated to be
                                in the range of $96 million to
                                $135 million, as of the Effective
                                Date.

                                Deemed to accept the plan.

N/A    Priority Tax Claims     Paid in cash, in full.

                                Allowed Claims estimated to be
                                in the range of $10 million to
                                $20 million, as of the Effective
                                Date.

                                Deemed to accept the plan.

N/A    DIP Claims              Paid in cash, in full.

                                Allowed Claims estimated to be
                                in the range of $130 million to
                                $135 million, as of the Effective
                                Date.

                                Deemed to accept the plan.

  1     Other Priority          Paid in cash, in full.
        Non-Tax Claims
                                Allowed Claims estimated to be
                                in the range of $8 million to
                                $15 million, as of the Effective
                                Date.

                                Deemed to accept the plan.

2      Prepetition Lenders     Paid in full.
        Secured Claims
                                Allowed Claims estimated to be
                                $0, as of the Effective Date.

                                Deemed to accept the plan.


3A     Other Secured Claims    On the Effective Date, or as soon
                                after that as practicable, each
                                Holder of a Claim in the Class
                                will receive one of three
                                treatments, at the Debtors'
                                option, so that the Holders will
                                be unimpaired:

                                (1) The payment of the Holder's
                                    Allowed Other Secured Claim
                                    in full, in Cash;

                                (2) The sale or disposition
                                    proceeds of the property
                                    securing the Allowed Other
                                    Secured Claim to the extent
                                    of the value of the Holder's
                                    interests in the property; or

                                (3) The surrender to the Holder
                                    of the property securing the
                                    Claim.

                                Allowed Claims estimated to be
                                in the range of $750,000 to
                                $2 million, as of the Effective
                                Date.

                                Deemed to accept the plan.

3B     Approved Trade          On the Effective Date, or as
        Creditor Reclamation    soon as practicable, Core-Mark
        Lien Claims             Newco, or the Post-Confirmation
                                Trust as applicable, will issue a
                                promissory note in favor of the
                                Holders of Allowed Approved Trade
                                Creditor Reclamation Lien Claims
                                in the estimated aggregate amount
                                of the Allowed Claims, to be
                                reissued as the Claims are
                                Allowed by Final Order or
                                settlement and grant a first
                                priority lien to the Holders on
                                the Post Confirmation Trust
                                Distributable Assets entitling
                                each Holder of an Allowed
                                Approved Trade Creditor
                                Reclamation Lien Claim to its
                                Ratable Proportion of the Post
                                Confirmation Trust Distributable
                                Assets up to the total amount of
                                each Holder's Allowed Approved
                                Trade Creditor Reclamation Lien
                                Claim, in full satisfaction,
                                settlement, release and discharge
                                of each Allowed Approved Trade
                                Creditor Reclamation Lien Claim,
                                unless such Holder agrees to
                                other treatment, and subject at
                                the Debtors' option, to reduction
                                for unpaid postpetition
                                deductions, preference payments,
                                and other applicable set-off
                                rights.

                                Allowed Claims estimated to be
                                in the range of $13 million to
                                $92 million, as of the Effective
                                Date.

                                Impaired.  Entitled to vote.

3C     DSD Trust Claims        In the event that the DSD Trust
                                Claim Holders obtain a Final
                                Order in their favor in the
                                pending litigation allowing their
                                Claims, on the later of (a) the
                                Effective Date; or (b) the date
                                the DSD Trust Claim Holders
                                obtain a final order allowing
                                their claims, or as soon as
                                practicable, each Holder of an
                                Allowed DSD Trust Claim will be
                                paid in Cash, in full, unless the
                                Holder agrees to other treatment,
                                subject, at the Debtors' option,
                                to reduction for the unpaid
                                postpetition deductions,
                                preference payments, and other
                                applicable set-off rights.  In
                                the event the DSD Trust Claim
                                Holders do not prevail in their
                                litigation, all Allowed DSD Trust
                                Claims will be treated as Class 6
                                General Unsecured Claims.

                                Allowed Claims estimated to be
                                in the range of $0 to $22
                                million, as of the Effective
                                Date.

                                Deemed to accept the plan.

4      PACA & PASA Claims      On the Effective Date, or as soon
                                as practicable after that, each
                                Holder of an Allowed PACA or PASA
                                Claim will be paid in full in
                                Cash from the previously
                                established PACA trust or from
                                Core-Mark Newco to the extent the
                                PACA trust is insufficient to
                                satisfy all of the Allowed PACA
                                and PASA Claims, with any
                                remaining proceeds of the PACA
                                trust to be distributed to Core-
                                Mark Newco.

                                Allowed Claims estimated to be
                                in the range of $9 million to
                                $14 million, as of the Effective
                                Date.

                                Deemed to accept the plan.

5      Valid Reclamation       To the extent the Court
        Claims that are not     determines that the Holders of
        Class 3B Claims         Reclamation Claims that are not
                                Class 3B Claims are entitled to
                                priority treatment, on the
                                Effective Date, or as soon as
                                practicable thereafter, Core-Mark
                                Newco or the Post Confirmation
                                Trust, as applicable, will issue
                                a promissory note in favor of the
                                Holders in the estimated
                                aggregate amount of their Allowed
                                Claims and grant a second
                                priority lien on the Post
                                Confirmation Trust Distributable
                                Assets entitling each Holder to
                                its Ratable Proportion of Post
                                Confirmation Trust Distributable
                                Assets, after all Class 3B Claims
                                are paid in full.  In the event
                                the Court denies the Holders of
                                Reclamation Claims that are not
                                Class 3B Claims priority
                                treatment, the Reclamation Claims
                                will be treated as Class 6
                                Claims.

                                Allowed Claims estimated to be
                                in the range of $0 to $150
                                million, as of the Effective
                                Date.

6      General Unsecured       On the Effective Date, each
        Claims other than       Holder of an Allowed General
        Convenience Claims      Unsecured Claim will be paid in
                                full satisfaction, settlement,
                                release and discharge of and in
                                exchange for each and every
                                Allowed General Unsecured Claim,
                                at the Debtors' option, in one or
                                a combination of:

                                 (i) issuance of a Ratable
                                     Proportion of New Common
                                     Stock, subject to dilution
                                     from the issuance of
                                     warrants to the Tranche B
                                     Lenders or the shares of New
                                     Common Stock issued upon the
                                     conversion of Preferred
                                     Stock issued pursuant to the
                                     Rights Offering and through
                                     the Management Incentive
                                     Plan; and/or

                                (ii) in the event the Debtors,
                                     with the consent of the
                                     Creditors Committee, elect
                                     to sell some or all of
                                     their assets, a Ratable
                                     Proportion of Cash remaining
                                     from the sale of those
                                     assets after all of the
                                     Allowed Unclassified Claims
                                     and Claims in Classes 1
                                     through 5 have been
                                     satisfied in full.

                                As additional consideration, each
                                Holder of an Allowed General
                                Unsecured Claim will be entitled
                                to a Ratable Proportion of Excess
                                Proceeds, if any, available from
                                the Post Confirmation Trust after
                                payment by the Post Confirmation
                                Trust of all claims and
                                obligations required to be made
                                by the Post Confirmation Trust
                                under the Plan, the Post
                                Confirmation Trust Agreement, or
                                otherwise.  Further, in the event
                                the Debtors utilize a Rights
                                Offering, each Holder of a
                                General Unsecured Claim that is
                                listed on the Rights
                                Participation Schedule will be
                                entitled to receive in exchange
                                for the Holder's Claim its Equity
                                Subscription Rights for shares of
                                Preferred Stock.

                                Allowed Claims estimated to be
                                in the range of $2.6 billion to
                                $3.2 billion, as of the Effective
                                Date.

                                Impaired.  Entitled to vote.

7      Convenience Claims      On or as soon as practicable
                                after the Effective Date, each
                                Holder of an Allowed Convenience
                                Claim will receive a Cash
                                distribution equal to 10% of the
                                amount of its Claim; provided
                                however, the aggregate amount of
                                the Allowed Class 7 Claims will
                                not exceed $10,000,000.  If the
                                aggregate amount of the Allowed
                                Class 7 Claims exceeds
                                $10,000,000, each Holder will
                                receive its Ratable Proportion of
                                $1,000,000.

                                Allowed Claims estimated to be
                                in the range of $5 million to
                                $10 million, as of the Effective
                                Date.

                                Impaired.  Entitled to vote.

8      Equity Interests        No distribution.

                                Deemed to reject the Plan.

9      Intercompany Claims     No distribution.

                                Deemed to reject the Plan.

10      Other Securities        No distribution.
        Claims and Interests
                                Deemed to reject the Plan.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FREESTAR TECH.: Cash Resources Insufficient to Fund Operations
--------------------------------------------------------------
FreeStar Technology Corporation (formerly Freestar Technologies),
was formed on November 17, 1999 as a Nevada corporation.  Its
principal offices are in Santo Domingo, Dominican Republic.
FreeStar has developed software-enabling e-commerce transactions
over the Internet, using credit, debit, ATM (with PIN), or smart
cards.

The Company intends to have four main revenue sources: (1) sales
of its PaySafe devices "ePayPad"; (2) processing fees related to
the transactions through the use of ePayPad and merchant services
(the Company intends to charge a fee for these transactions
ranging from 0.3% to 1.3% of the value of the transaction); (3)
revenue from the Company's transaction fees stemming from its
Internet Payment Gateway (estimated to be about 0.5% to 3.5% of
the value of the transaction); and (4) revenue stemming from
Rahaxi Processing Oy. which, derives income from the transaction
fees it receives from processing online point of sale terminal
transactions in Finland.

ePayPad is one of several card swipe devices that FreeStar is
currently utilizing to deliver its pay safe now solution. The
ePayPad is a small desktop hardware device resembling a credit
card reader found at your local supermarket or bank.  This
unobtrusive box is equipped with a credit card reader and a ten
key numeric keypad. The ePayPad allows the consumers to securely
shop and pay bills on-line. Through June 30, 2003, the Company has
sold approximately 2,500 units of ePayPad.

The Company's consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the
United States of America, which contemplate continuation of the
Company as a going concern.  However, the Company has reported net
losses of $11,442,379 for the year ended June 30, 2003, and has an
accumulated deficit of $15,676,201 as of June 30, 2003.

The Company cannot be certain that anticipated revenues from
operations will be sufficient to satisfy its ongoing capital
requirements.  Management's belief is based on the Company's
operating plan, which in turn is based on assumptions that may
prove to be incorrect.  If the Company's financial resources are
insufficient the Company may require additional financing in order
to execute its operating plan and continue as a going concern.
The Company cannot predict whether this additional financing will
be in the form of equity or debt, or be in another form.  The
Company may not be able to obtain the necessary additional capital
on a timely basis, on acceptable terms, or at all.  In any of
these events, the Company may be unable to implement its current
plans for expansion, repay its debt obligations as they become due
or respond to competitive pressures, any of which circumstances
would have a material adverse effect on its business, prospects,
financial condition and results of operations.

Management plans to take the following steps that it believes will
be sufficient to provide the Company with the ability to continue
as a going concern.  Management intends to raise financing through
the sale of its stock both on the public market and in private
placements to individual investors.  Management believes that with
this financing, the Company will be able to generate additional
revenues that will allow the Company to continue as a going
concern.  This will be accomplished by hiring additional personnel
and focusing sales and marketing efforts on the distribution of
product through key marketing channels currently being developed
by the Company.  The Company also intends to pursue the
acquisition of certain strategic industry partners where
appropriate.


GENCORP INC: Q4 & FY 2003 Conference Call Scheduled for Tomorrow
----------------------------------------------------------------
GenCorp Inc. (NYSE: GY) announced that its analyst conference call
to discuss fourth quarter and full year 2003 earnings will be
webcast live on the Internet at 8:00 AM (PST) on Wednesday,
January 28, 2004.  The webcast will be accessible from the
Company's Web site at http://www.GenCorp.com/

The Company will release earnings that morning before the market
opens.

The webcast is anticipated to be about one hour in length.
Participants will be in a listen-only mode and must have Windows
Media(R) Technologies loaded onto their computers.  To hear the
live or replayed conference call, look for the link on the GenCorp
Web site and follow the instructions provided there.

GenCorp (S&P, BB Corporate Credit Rating, Negative) is a
technology-based company with positions in the aerospace and
defense, pharmaceutical fine chemicals and automotive industries.
For more information, visit the Company's Web site at
http://www.GenCorp.com/


GENTEK: Court Enters Final Decree Closing 21 Subsidiary Cases
-------------------------------------------------------------
All 32 of Reorganized GenTek Debtors, including Noma Company, ask
the Court for a final decree, under Sections 105 and 350 of the
Bankruptcy Code and Rule 3022 of the Federal Rules of Bankruptcy
Procedure, closing all of the Reorganized Debtors' subsidiary
cases as of December 31, 2003, leaving open the jointly
administered case of GenTek Inc. -- Case No. 02-12986.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, explains that the Plan Confirmation
Order approved, among other things, the substantive consolidation
of the Reorganized Debtors' liabilities and properties.  The
Court noted that "substantive consolidation is appropriate
because the various business segments of the Debtors operate as
integrated units, notwithstanding the fact that they are composed
of separate corporate entities; the Debtors have common direct or
indirect ownership, have common officers and directors, and
employ centralized cash management systems; and the Existing
Lenders hold debt which is secured by an asserted lien against
all of the Debtors, and a substantial portion of the Claims
against the Debtors are subject to inter-Debtor guarantees."

The effects of the substantive consolidation are:

   (a) The Chapter 11 cases will be consolidated into the case of
       GenTek as a single consolidated case;

   (b) All property of the estate of each Debtor will be deemed
       to be property of the consolidated estates;

   (c) All claims against each estate will be deemed to be claims
       against the consolidated estates, any proof of claim filed
       against one or more of the Debtors will be deemed to be a
       single claim filed against the consolidated estates, and
       all duplicate proofs of claim for the same claim filed
       against more than one Debtor will be deemed expunged;

   (d) Except as otherwise provided in the Plan, no distributions
       under the Plan will be made on account of claims based
       on intercompany obligations by and against the Debtors;

   (e) All claims based on prepetition unsecured guarantees by
       one Debtor in favor of any of the other Debtors -- other
       than the guarantees existing under any assumed executory
       contracts or unexpired leases -- will be eliminated, and
       no distributions under the Plan will be made on account of
       claims based on the guarantees;

   (f) For purposes of determining the availability of the right
       of set-off under Section 553, the Debtors will be treated
       as one consolidated entity so that, subject to the other
       provisions of Section 553, prepetition debts due to any of
       the Debtors may be set off against the prepetition debts
       of any of the other Debtors; and

   (g) No distributions under the Plan will be made on account of
       any subsidiary interests.

However, the substantive consolidation will:

      (i) not merge or otherwise affect the separate legal
          existence of each Debtor;

     (ii) have no effect on valid, enforceable and unavoidable
          liens, except for liens that secure a claim that is
          eliminated by virtue of substantive consolidation and
          liens against collateral that are extinguished by
          virtue of substantive consolidation;

    (iii) not have the effect of creating a claim in the class
          different from the class in which a claim would have
          been placed in the absence of substantive
          consolidation; and

     (iv) not affect the obligation of each Debtor, pursuant to
          28 U.S.C. Section 1930, to pay quarterly fees to the
          Office of the United States Trustee until a Debtor's
          Chapter 11 case is closed, dismissed or converted.

According to Mr. Chehi, the remaining proceedings in the Debtors'
Chapter 11 cases essentially consist of matters related to claims
allowance and disallowance, distributions with respect to allowed
claims, potential preference actions and other aspects of plan
implementation, which does not involve issues that would require
separate proceedings by any particular Reorganized Debtor.  Mr.
Chehi tells the Court that the objection process will continue to
be administered by GenTek's management for all of the subsidiary
Reorganized Debtors.  Moreover, GenTek's management will continue
to be responsible for distributions and other implementation
matters under the Plan.  Other than certain cash distributions
required by the Plan, creditor claims are being treated primarily
with notes against and stock and warrant interests in GenTek and
not by consideration issued by any other subsidiary Reorganized
Debtors.

With respect to any avoidance or other actions, including actions
with respect to litigation rights to be commenced by Reorganized
Debtors or with respect to preference rights to be commenced by
the Preference Claim Litigation Trust, the actions will be
brought as adversary proceedings that may be adjunct to the main
case.  Mr. Chehi says that, in any event, all preference rights
-- and all rights to pursue the preference rights -- were duly
transferred to the Preference Claim Litigation Trust.

In short, there is no reason to maintain the separate cases of
the subsidiary Reorganized Debtors.  Maintenance of the
subsidiary cases will serve no useful purpose but will impose
continuing financial burdens on the Reorganized Debtors.  Mr.
Chehi maintains that closing the subsidiary cases as of
December 31, 2003 will allow the Reorganized Debtors to reduce a
substantial expense, benefiting the creditors who now hold the
equity ownership.

                          *     *     *

Accordingly, Judge Walrath issues a final decree closing Case
Numbers 02-12987 through 02-12990, Case Numbers 02-12987 through
02-12990, Case Numbers 02-12992 through 02-12994, and Case
Numbers 02-12996 through 02-13109, effective immediately.  Case
Number 02-12986 -- In re GenTek Inc. -- will remain open.

Judge Walrath rules that any and all adversary proceedings or any
other actions or proceedings whether ongoing or not yet commenced
regarding preference rights or any avoidance actions or other
litigation rights retained by the Reorganized Debtors may still
be commenced, prosecuted and determined according to the terms of
the Plan.  The Debtors remain obligated to pay quarterly fees for
each subsidiary case for the period ending on January 20, 2004,
provided, that the fees will be based only on disbursements
through that date. (GenTek Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


GLIMCHER REALTY: Prices B-Rated $150 Mill. Preferred Offering
-------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT) announced a $150 million public
offering of 6,000,000 shares of 8.125% Series G Cumulative
Redeemable Preferred Shares of Beneficial Interest at a price of
$25.00 per share.

The net proceeds of the offering of approximately $144.85 million
will be used to repay $16.9 million in subordinated mortgage debt
relating to the Company's Great Mall of the Great Plains located
in Olathe, Kansas and to partially fund the redemption of all
of the Company's outstanding 9.25% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest.

Morgan Stanley & Co. Incorporated and McDonald Investments Inc.
acted as co-managers of the offering.  A shelf registration
statement relating to these securities was previously filed with
the Securities and Exchange Commission and declared effective.

The Company also announced that it will redeem all of its
outstanding Series B Preferred Shares.  The redemption date for
the Series B Preferred Shares is February 27, 2004 and the
redemption price is $25.366146 per Series B Preferred Share, which
consists of $25.00 per Series B Preferred Share plus accumulated
and unpaid dividends through the redemption date of $.366146 per
Series B Preferred Share.  The redemption price will be paid to
the holders of record of the Series B Preferred Shares as of
January 27, 2004.

From and after the redemption date, the Series B Preferred Shares
to be redeemed will no longer be deemed outstanding, dividends
will cease to accrue and all of the rights of the Series B
Preferred Shareholders with respect to the Series B Preferred
Shares will cease, except the right to receive the redemption
price, without interest.

Shareholders of record will be mailed a redemption notice and
letter of transmittal to be used in surrendering their
certificates for redemption.  The redemption price will be paid
only to shareholders of record who complete and sign the letter of
transmittal and submit certificates for their Series B Preferred
Shares to Computershare Trust Company of New York, as redemption
agent, at 88 Pine Street, 19th floor, Wall Street Plaza, New York,
New York 10005.

The Series B Preferred Shares trade on the New York Stock Exchange
under the symbol "GRT PrB" and have an annual dividend rate of
$2.3125 per share. The Series B Preferred Shares pay distributions
quarterly.

Glimcher Realty Trust, a real estate investment trust, is a
recognized leader in the ownership, management, acquisition and
development of enclosed regional and super-regional malls and
community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT".  Glimcher Realty Trust is a
component of both Russell 2000(R) Index, representing small cap
stocks, and the Russell 3000(R) Index, representing the broader
market.


GLIMCHER REALTY: S&P Assigns B Rating to $150M Ser. G Preferreds
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Glimcher Realty Trust's $150 million 8.125% series G preferred
stock issuance. At the same time, Standard & Poor's affirmed its
'BB' corporate credit rating on Glimcher and its 'B' preferred
stock rating. The affirmation impacts $188 million of preferred
stock outstanding. The outlook is stable.

"The assigned rating acknowledges Glimcher 's below-average
business position and its relatively aggressive financial
profile," said credit analyst Elizabeth Campbell. "The ratings are
supported by a relatively well-occupied and profitable (but
comparatively smaller) portfolio, which generates stable,
predictable cash flow from a diverse and moderately creditworthy
tenant base. Glimcher management has been successful in buying out
its joint venture partners' interests in seven mall properties,
which helps leverage the company's existing operating platform and
reduce complexity. The company now wholly-owns all of its 25 mall
properties. However, these strengths are offset by generally
higher leverage and historically high bank line usage, a mostly
encumbered portfolio and weak coverage of total obligations
(including the common dividend), and vacancy issues in its non-
core community center portfolio."

Glimcher ably met relatively large debt maturities over the prior
few years from diverse sources of capital (debt, equity, and asset
sales) while maintaining a stable financial profile. Standard &
Poor's will continue to look to the company's mall portfolio, with
its stable occupancy and modest rent increases, to adequately
support debt coverage measures. It is expected that modest asset
sales proceeds will be applied toward debt reduction; however,
overall leverage is not expected to decline materially.


GLOBAL CROSSING: Court Approves Tekelec Settlement Agreement
------------------------------------------------------------
The Global Crossing Debtors obtained the U.S. Bankruptcy Court's
approval of a Settlement Agreement with Tekelec.

Tekelec is one of the Global Crossing Debtors' largest vendors.
Tekelec provides the Debtors with hardware and software products
for the transport of voice signals on their Network in various
locations worldwide.  The Debtors entered into a number of
separate agreements with Tekelec for the provision of equipment
and support services.  The Agreements provided that the Debtors
would purchase a variety of equipment, software, maintenance,
warranties and support from Tekelec over a period of several
years.

In 2001, when the Debtors entered into the Agreements, they
anticipated a large scale build-out of their Network.
Accordingly, the Debtors entered into the Agreements to obtain
the hardware and software necessary for the large expansion.
Since that time, the Debtors have significantly reduced their
operating costs and streamlined their businesses.  As a result,
much of the purchased hardware and software is now unnecessary
for the Debtors' ongoing operations.

Specifically, the Agreements are:

(1) World Master Agreement between Global Crossing North America,
    Inc. and Tekelec, dated August 2, 2001, which is the master
    agreement to all of the other agreements between the parties;

(2) European Supplement Agreement No. 1 to the World Master
    Agreement, dated August 3, 2001, between Tekelec and GC Pan
    European Crossing Holdings B.V., wherein the Debtors agreed
    to purchase $5,100,000 of hardware to support voice signaling
    services in Europe;

(3) Letter of Commitment, dated March 30, 2001, between Global
    Crossing Ltd. and Tekelec, wherein the Debtors agreed to
    purchase $13,600,000 of telecommunications equipment to
    be used throughout various locations worldwide;

(4) (a) Tekelec Quote for European Sentinel Monitoring Equipment
    and Three Year Millennium Warranty, and the related Support
    Services and Millennium Service Plan, and (b) Tekelec Quote
    for Tier 3 Custom Extended Warranty including (i) the Tekelec
    Standard Warranty and Tekelec Custom Extended Warranty and
    (ii) the Tekelec Customer Services Catalog Publication No.
    910-0124-01, pursuant to which Tekelec agreed to provide
    maintenance, warranties and support services to the Debtors
    for the hardware that they purchased under the other
    agreements.

A number of different disputes have arisen under the Agreements.
First, under the Commitment Letter, the Debtors agreed to
purchase $13,600,000 of telecommunications equipment from Tekelec
to be used throughout various locations worldwide.

The salient terms of the Court-approved Settlement Agreement are:

(A) Return of Equipment

    The Debtors will take all actions reasonably required to
    effectuate title transfer of the equipment that was delivered
    to them pursuant to the Commitment Letter to Tekelec free and
    clear of liens, claims and encumbrances.  In the event of
    default by the Debtors, the Settlement Agreement provides
    that Tekelec will have a single Allowed Administrative
    Expense Claim against the Debtors pursuant to Section 503 of
    the Bankruptcy Code, not to exceed the value of any equipment
    they fail to return.  The parties agree that the aggregate
    value of all equipment is $5,460,000;

(B) Allowed General Unsecured Claim

    Tekelec will have an allowed general unsecured claim in the
    Debtors' Chapter 11 cases aggregating to $8,058,000;

(C) Release by the Parties

    Without further delay, the Debtors and Tekelec fully and
    finally release, acquit and forever discharge each other,
    from any and all Claims, demands, obligations, actions,
    causes of action, rights or damages under any legal theory,
    including under contract, tort, or otherwise, which they now
    have, may claim to have or ever had, whether known or unknown
    in connection with the Agreements, other than Claims arising
    under any warranties contained in the Agreements or
    applicable law, provided, however, that the releases do not
    affect obligations expressly preserved by or contained in the
    Settlement Agreement;

(D) Collection of VAT Refund

    If Tekelec receives a VAT bad debt relief refund, the Debtors
    agree not to object to or contest this VAT refund.  The
    Debtors also agree that any bad debt relief notices required
    to be sent by Tekelec to the Debtors pursuant to the VAT
    regulations will not be deemed a violation of the automatic
    stay pursuant to Section 362 of the Bankruptcy Code.  The
    Debtors, however, will not be responsible to Tekelec for the
    payment of the VAT refund.  Without further delay, Tekelec
    will escrow an amount equal to GBP61,722, representing 20%
    of the expected VAT refund.  If the Debtors are required to
    pay the VAT Refund to the appropriate authorities in the
    United Kingdom, the Debtors will be entitled to receive 20%
    of any amounts that they are required to pay, plus interest,
    from the Escrowed Funds;

(E) Assumption of the World Master Agreement and Maintenance
    Agreements

    The Debtors will assume the World Master Agreement and the
    Maintenance Agreements.  Upon assumption, there is no cure
    required in connection with or arising from the assumption of
    the World Master Agreement and Maintenance Agreements
    pursuant to Section 365 of the Bankruptcy Code; and

(F) Rejection of European Supplement Agreement No. 1 and the
    Commitment Letter

    The Debtors will reject the European Supplement Agreement No.
    1 and the Commitment Letter. (Global Crossing Bankruptcy News,
    Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-
    7000)


GRAPHIC PACKAGING: Extends Exchange Offers Until Tomorrow
---------------------------------------------------------
Graphic Packaging International, Inc., a Delaware corporation,
extended its exchange offers regarding its 8.50% Senior Notes due
2011 and its 9.50% Senior Subordinated Notes due 2013 to 5:00
p.m., New York City time, on Wednesday, January 28, 2004, unless
further extended by Graphic.

In the exchange offers, Graphic is offering to exchange the New
Notes, which are registered under the Securities Act of 1933, for
any and all of its 8.50% Senior Notes due 2011 in aggregate
principal amount of $425 million and 9.50% Senior Subordinated
Notes due 2013 in aggregate principal amount of $425 million,
respectively, which were not registered under the Securities Act.

The exchange offers were originally scheduled to expire at 5:00
p.m., New York City time, on January 23, 2004.  As of the close of
business on January 23, 2004, $415,600,000 in aggregate principal
amount of the Old Senior Notes and $424,925,000 in aggregate
principal amount of the Old Senior Subordinated Notes have been
confirmed as tendered in exchange for a like principal amount
of the New Senior Notes and the New Senior Subordinated Notes,
respectively.

The Old Notes may not be offered or sold except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the applicable
state securities laws.

Graphic Packaging International, Inc. (S&P, B+ Corporate Credit
Rating), a wholly-owned subsidiary of Graphic Packaging
Corporation (NYSE: GPK), is a leading provider of paperboard
packaging solutions to the beverage, food and other consumer
product industries. Additional information about Graphic
Packaging, its business and its products is available at
http://www.graphicpkg.com/


GREENTECH USA: Hires Hunter & Atkins to Replace Sherb as Auditors
-----------------------------------------------------------------
On December 1, 2003, Greentech USA, Inc. dismissed Sherb & Co.
P.A., Certified Public  Accountants, the Company's independent
public accountants.

Sherb & Co, P.A.'s report on the consolidated financial statements
of the Company for the two most recent fiscal years ended
December 31, 2002 contained an explanatory paragraph relating to
the Company's ability to continue as a going concern.

On December 1, 2003, the Company retained Hunter & Atkins,
Certified Public Accountants, as its independent public
accountants. The Company's Board of Directors approved a
resolution on October 31, 2003 approving HA's selection as well as
approving the dismissal of Sherb & Co., P.A.


HARKEN ENERGY: Annual Shareholders' Meeting Set for February 17
---------------------------------------------------------------
The Annual Meeting of Stockholders of Harken Energy Corporation, a
Delaware corporation, will be held at the offices of the Company's
counsel, McGuireWoods LLP, 65 East 55th Street, 31st Floor, New
York, New York 10022 on February 17, 2004 beginning at 2:00 p.m.
local time for the following purposes:

      (1) to approve an amendment to Harken's Certificate of
          Incorporation to eliminate the classification of
          directors;

      (2) to approve an amendment to Harken's Certificate of
          Incorporation to eliminate the requirement that the
          holders of two-thirds of the outstanding shares vote for
          the removal of any or all directors;

      (3) to approve an amendment to Harken's Certificate of
          Incorporation to eliminate cumulative voting;

      (4) to elect five directors to serve until the next annual
          meeting of stockholders, or until their successors are
          duly elected and qualified;

      (5) solely in the event that the stockholders do not approve
          the amendment of Harken's Certificate of Incorporation
          to eliminate the classification of directors, to elect
          two Class A Directors to hold office until the 2006
          Annual Meeting of Stockholders and until their
          respective successors are duly elected and qualified;

      (6) to approve an amendment to Harken's Certificate of
          Incorporation to increase the number of shares of
          Harken's common stock, par value $0.01, authorized for
          issuance; and

      (7) to transact such other business as may properly come
          before the Annual Meeting or any adjournments or
          postponements thereof.

The Board of Directors has fixed the close of business on
January 20, 2004 as the date of record for determining the
stockholders entitled to notice of, and to vote, either in person
or by proxy, at the Annual Meeting and any adjournment or
postponement thereof.

                         *     *     *

As reported in Troubled Company Reporter's December 17, 2003
edition, Harken Energy Corporation (Amex: HEC) sold the majority
of its oil and gas properties located in the Panhandle region of
Texas.  The purchasers agreed to pay approximately $7 Million in
cash for the Panhandle assets.

Harken repaid all outstanding bank debt, approximately $4 Million,
with a portion of the Panhandle asset sales proceeds.

In another previous report, Harken Energy Corporation retained
Petrie Parkman & Co., Inc., to evaluate its domestic oil and gas
assets and to make recommendations to maximize their value.
Harken's domestic assets currently consist of its productive
properties and prospects along the Gulf Coast of Texas and
Louisiana, as well as the Panhandle region of Texas.

Harken's management spent the last few months actively
restructuring the liability side of its balance sheet and
examining and taking action on its cost structure. While Harken is
still burdened with significant long-term debt, the Company has
effectively dealt with most of its short-term debt without causing
excessive dilution.


HAYES LEMMERZ: Reports Primary and Secondary Offering of Shares
---------------------------------------------------------------
PR Newswire   Jan 23

Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) announced a
primary offering of approximately 5.45 million shares of its
common stock and a secondary offering of approximately 5.35
million shares of its common stock.

In addition, Hayes Lemmerz has granted the underwriters an option
to purchase approximately 1.62 million additional shares to cover
over-allotments.

The secondary offering is for shares owned by AP Wheels, LLC, an
affiliate of Apollo Management V, L.P.

Lehman Brothers and Merrill Lynch & Co. are the managing
underwriters and joint bookrunners for the offering and Citigroup
Global Markets Inc., Lazard Freres & Co. LLC and UBS Securities
LLC will serve as co-managers.  The offering is being made by
means of a preliminary prospectus, copies of which may be obtained
from Lehman Brothers Inc. c/o ADP Financial Services, Integrated
Distribution Services, 1155 Long Island Avenue, Edgewood, New
York, 11717 or by calling (631) 254-7106 or at the Securities and
Exchange Commission's Web site at http://www.sec.gov/

Hayes Lemmerz International, Inc. is a leading global supplier of
automotive and commercial highway wheels, brakes, powertrain,
suspension, structural and other lightweight components.  The
Company has 44 plants and approximately 11,000 employees
worldwide.


HEARTLAND STEEL: District Court Upholds Officer's Retention Bonus
-----------------------------------------------------------------
Margaret M. Good, the Liquidating Agent for Debtor Heartland Steel
Inc., took an appeal to the United States District Court for the
Southern District of Indiana, Indianapolis Division (Case No.
1:03-CV-802-DFH) from an order of the United States Bankruptcy
Court for the Southern District of Indiana.

The bankruptcy court authorized payment of a retention bonus, as
an administrative claim, to Milton E. Blankenship, who had been
vice president of technology for Heartland and who continued to
work for the company for about six months after it filed its
chapter 11 bankruptcy petition.

The liquidating agent, in her appeal, raises several objections to
payment of the bonus as a post-petition administrative claim.  In
the Appeal, Judge Hamilton says none of Ms. Good's complaints have
merit, adding, "This is an appeal that never should have been
filed. It is telling that [Ms. Good's] strongest argument on
appeal is that the bankruptcy court abused its discretion by
allowing Mr. Blankenship to file his administrative claim after
the deadline the court had set, so that the claim could be decided
on the merits rather than rejected as too late."   Judge Hamilton
affirms the Bankruptcy Court's order granting payment of the
administrative claim.

                         Background

Mr. Blankenship began working for Heartland in August 1997.  On
January 24, 2001, Heartland filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code.  At the same time,
Heartland filed an emergency motion for authorization to pay
certain of its officers.   In that emergency motion, Heartland
identified Mr. Blankenship as one of three officers it wished to
compensate, referring to him as "critical to the Debtor's efforts
. . . to confirm a Chapter 11 plan."  Heartland also told the
bankruptcy court that it would later file a  motion with the court
to get approval to pay retention bonuses to the three listed
officers, including Mr. Blankenship.

The bankruptcy court found, as Mr. Blankenship testified, that in
a meeting on January 15, 2001 - nine days before filing of the
voluntary petition - he was informed by Heartland and its
attorneys that he would receive a retention bonus as incentive to
remain with the company after the bankruptcy petition was filed.
And at that meeting, Mr. Blankenship received a copy of an
unsigned motion that was to be filed with the bankruptcy court
requesting that Heartland be permitted to pay a retention bonus to
certain officers and employees, including Mr. Blankenship.

On March 29, 2001, Heartland filed the motion formally asking the
bankruptcy court to approve retention bonuses for certain officers
and employees.   Contrary to the earlier statements, Heartland did
not include Mr. Blankenship's name in that motion.

On July 11, 2001, Mr. Blankenship asked whether he was being
retained in connection with a bankruptcy sale of the business and
was told, "no." His last day of work was July 13, 2001.  He never
received a retention bonus for his post-petition work for
Heartland.

On September 27, 2001, Mr. Blankenship filed a proof of claim as
an unsecured creditor seeking the bonus and other payments.
Bankruptcy Court Judge Otte later issued an order confirming a
plan of reorganization for Heartland.  In that order, Judge Otte
set a final date for the filing of administrative claims:
January 3, 2002, 30 days past the effective date of the
confirmation order.  Nearly ten months later, on October 29, 2002,
Mr. Blankenship filed a Request for Payment of Administrative
Expenses, pursuant to 11 U.S.C. section 503(a).  This section
allows the court to consider "for cause" administrative claims
that were filed past a deadline.

After an evidentiary hearing, the bankruptcy court approved
Mr. Blankenship's late-filed administrative claim. Judge Otte's
order cited the evidence upon which he rested his approval of Mr.
Blankenship's claim:

     1) the January 24, 2001 emergency motion for compensation
        filed by Heartland;

     2) the January 15, 2001 meeting at which Mr. Blankenship was
        informed he would receive a retention bonus; and

     3) the copy of the draft motion shown him at the January 15
        meeting which listed Mr. Blankenship as an officer slated
        to receive a retention bonus.

Judge Otte concluded that Mr. Blankenship had been "purposely
excluded" from the final retention bonus motion of March 29, 2001,
filed by Heartland.   Judge Otte further held that Mr. Blankenship
had performed the duties required by his office, and more, under
the assumption that he would receive the retention bonus.   Judge
Otte decided that Mr. Blankenship had met the requirements for
filing an administrative claim and was entitled to receive the
retention bonus.

               Judge Hamilton Examines Extending the
                   Deadline & the Claim's Validity

I. Allowing The Late Claim

Administrative claims have first priority under bankruptcy law,
writes Judge Hamilton.  11 U.S.C. section 507 (a).  And, the judge
points out that provision has been made in the Bankruptcy Code to
save an administrative claim which is not timely filed before a
deadline:  "An entity may timely file a request for payment of an
administrative expense, or may tardily file such request if
permitted by the court for cause."  11 U.S.C. section 503 (a) of
the Bankruptcy Code.

Mr. Blankenship filed his administrative claim after the deadline
set by the bankruptcy court for filing administrative claims.
However, says Judge Hamilton, pursuant to section 503 (a), Judge
Otte allowed the belated filing of Mr. Blankenship's claim for
cause. Liquidating agent Margaret Good contends that
Mr. Blankenship fails to show sufficient cause to satisfy the
requirements of section 503(a).  The Court disagrees, states Judge
Hamilton and finds that Judge Otte did not abuse his discretion by
finding cause and allowing the late claim.

The deadline in question was not jurisdictional, and the broad
term "cause" gives the presiding court wide discretion to allow
such belated filings in the interests of justice.   Troxell v.
Fedders of North America Inc., 160 F.3d 381, 383 (7th Cir. 1998)
(whether "good cause" exists to extend time for service of process
is entrusted to district court's discretion).

Accordingly, continues Judge Hamilton, the liquidating agent faces
the high burden of showing that the bankruptcy court abused its
discretion by deciding Mr. Blankenship's claim on the merits
rather than rejecting it because of its lateness.  When a judgment
is discretionary, a reasonable decision either way can and should
be affirmed, adds Judge Hamilton.

The liquidating agent suggests that because the term "cause" is
not defined, the court should have borrowed and applied the
"excusable neglect" standard from Bankruptcy Rule 9006(b).  This
Court disagrees with that approach, says Judge Hamilton, at least
as applied in a reviewing court.  The bankruptcy statutes and
rules use words carefully. Different words ordinarily communicate
different meanings. In fact, in the federal court rules dealing
with extensions of time, the term "excusable neglect" has been
held to have a narrower scope than the expression "good cause."

Mr. Blankenship has proved his administrative claim to the
satisfaction of the bankruptcy court. Allowing that claim was in
the interest of justice and did no violence to other interests in
procedural regularity. Long before Mr. Blankenship filed his
administrative claim, he filed papers claiming his right to the
retention bonus.  His mistake was that he failed to designate that
part of his claim as an administrative claim and thus give to it
the proper priority among the competing creditors.

It is clear, continues, Judge Hamilton that Judge Otte, based on
his supervision of the entire Heartland Steel bankruptcy, believed
that he should allow the tardy filing so that justice could be
done.  He found that Mr. Blankenship had been misled.  Judge
Otte's order specifically referred to the January 24, 2001
emergency compensation motion filed by the Debtor.  That motion
told the court that Heartland would soon be filing a motion to
allow payment of retention bonuses to three officers, including
Mr. Blankenship.  When the motion was actually filed, however, Mr.
Blankenship's name was omitted.  Judge Otte said that the
exclusion bordered on wrongdoing and had he known what was
happening "we would have had a full blown hearing on all those
people who were left out of it."

Judge Hamilton writes that the Bankruptcy Code, as indicated
above, has given Judge Otte broad discretion to allow
Mr. Blankenship to file his administrative claim late, and that
discretion was not abused.

II. Validity of the Claim

To have his claim treated as a proper administrative claim, Mr.
Blankenship was required to show that his claim arose from a post-
petition transaction with the bankruptcy estate and that he
provided some demonstrable benefit to that bankruptcy estate.
Judge Otte did not clearly err by finding that these standards
were met, asserts Judge Hamilton.

The evidence before the bankruptcy court supported a finding that
Mr. Blankenship continued to provide services to Heartland post-
petition rather than leaving the company to look for other work
with more solvent employers.  Also, as Judge Otte said,
Mr. Blankenship was actually out on the plant floor, doing what he
was supposed to be doing. Also, there was evidence that
Mr. Blankenship took on substantially more duties after the
bankruptcy filing because the other officers were busy with the
bankruptcy, the lawyers and the bankers.

Judge Hamilton writes that it is the Court's conclusion that the
order of the bankruptcy court allowing Mr. Blankenship's
administrative claim is affirmed.


HOLLINGER INC: Wants to Defend its Rights re Federal Court Order
----------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG. Pr. B; HLG.PR.C) moved to
intervene in the U.S. District Court for the Northern District of
Illinois to defend its rights with regard to a Partial Final
Judgment and Order of Permanent Injunction entered against
Hollinger International on January 16.

The January 16 order was consented to on behalf of Hollinger
International by Gordon A. Paris, interim Chief Executive Officer
of International and Chairman of its special committee, without
prior authorization of the Hollinger International Board of
Directors.  The order served the interests of Mr. Paris and the
special committee by creating practical constraints on Hollinger
Inc.'s rights as a controlling shareholder, including the right to
remove and elect directors of Hollinger International.  Hollinger
Inc. had a strong interest in opposing entry of the order, but was
given no notice or opportunity to be heard regarding the order.

Through its motion to intervene filed with the Court Friday last
week, Hollinger Inc. is seeking to protect its rights and
investment in Hollinger International and ensure that it has a
voice in proceedings that substantially affect its ownership and
property rights.

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.


HOLLINGER: Consents Change in Hollinger International's By-Laws
---------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C) (TSX:HLG.PR.B) (TSX:HLG.PR.C) announced
that as the controlling shareholders of Hollinger International
Inc., it and its indirect wholly-owned subsidiary, 504468 N.B.
Inc., have executed and delivered to Hollinger International a
written consent adopting certain changes to Hollinger
International's corporate by-laws.

These changes to the corporate by-laws were adopted unanimously by
the Hollinger Inc. Board of Directors and delivered today to
Hollinger International's corporate offices.

The by-law changes are intended to ensure that all of the
directors of Hollinger International have a meaningful opportunity
to consider, with appropriate notice and adequate information, all
important actions and proposals affecting the company. The by-law
changes include requirements that the full Board of Hollinger
International consider major issues before the company. The
changes do not diminish or limit, in any way, the mandate or
powers of the Special Committee of the Hollinger International
Board of Directors or any actions previously taken by the Special
Committee.

Peter White, Co-Chief Operating Officer of Hollinger Inc., said,
"These steps will ensure that the Board of Hollinger International
puts the interests of all of its shareholders first in whatever
actions it takes. Hollinger International has said it is reviewing
the implications for the company of the tender offer proposed by
Press Holdings International for Hollinger Inc. shares. These by-
law changes will promote full and fair consideration by all
Hollinger International directors of the proposed offer and any
other major matters that may come before its Board."

Specifically, these amendments to the by-laws will ensure the
following:

-- Written notice of any meeting of the Hollinger International
   Board of Directors must be given at least seven days before the
   meeting.

-- Any notice of a special meeting of the Board must include a
   statement of all business to be conducted at the meeting.

-- Committees must provide directors at least 24 hours' written
   notice of the committee meetings.

-- Committees, other than the Special Committee, must provide a
   report of the substance of all actions they take at their
   meetings to the full Board within five days of their meetings.

-- The presence of at least 80% of the directors is required to
   have a quorum at a meeting of the Board for the transaction of
   most business.

-- A quorum of all of the directors holding office is required for
   the Board to take action on certain "Special Board Matters"
   which include, among other things, changing the number of
   directors or filling any vacancy on the Board; approving a
   merger or a sale of all or substantially all of the assets of
   the company; approving a sale of assets having a value of more
   than US$1 million; and amending or repealing any by-law of the
   company.

-- The unanimous assent of all directors is required for the
   approval of any Special Board Matter.

-- The Audit Committee and the Special Committee will remain in
   place, with all of their current powers and authority. All
   other committees of the Board are dissolved. New committees may
   be established only by a unanimous vote of the Board at a
   meeting at which all directors are present.

Hollinger Inc.'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.


HOLLINGER: Subsidiary Receives Written Consent re By-Laws Changes
-----------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) announced that the
Corporate Review Committee of its Board of Directors, formed on
Tuesday of this week, met Friday to consider the implications of
the pending tender offer for Hollinger Inc. by Press Holdings
International Limited.

The Corporate Review Committee, comprised of all directors on the
Board other than Lord Black, Barbara Amiel Black and Dan Colson,
all of whom have direct or indirect interest in Hollinger Inc. and
therefore in the PHIL transaction, met at length this morning with
outside financial and legal advisors to discuss the adoption by
the Company of a shareholder rights plan, commonly known as a
"poison pill," to protect the interests of all shareholders of
Hollinger International in the event of a change of control at
Hollinger Inc. A further meeting was scheduled within the next few
days for the purpose of voting on adoption of the shareholder
rights plan.

Shortly following the adjournment of Friday's Committee meeting,
the directors received notice from the Company's controlling
shareholder, Hollinger Inc., that Hollinger Inc. and another
affiliate of Lord Black had executed a written consent to amend
the by-laws of Hollinger International. The amendments purport to
disband the Corporate Review Committee and materially alter the
functioning of the Board.  By these actions, it has purported to
take away from the independent directors the ability to respond to
a transaction that benefits the interested directors.  Among other
things, under the purported new by-laws, a shareholder rights plan
or sale of any material asset would require unanimous approval of
the Board, including Lord Black, given at a meeting at which every
director is present.

While reserving judgment on the legality and validity of the
Hollinger Inc. amendment, Hollinger International believes that
its Board must be able to exercise independent judgment and
discharge its fiduciary duties. In this regard, it is in the
interests of all shareholders that the entirety of the Hollinger
International Board meets quickly to discuss the governance issues
raised in this consent, the adoption of a shareholder rights plan
and the strategic alternatives available to the Company at this
time.   Again, while reserving judgment on the legality and
validity of the Hollinger Inc. amendment, Hollinger International
will comply with the new, purported extended notice provisions
and, in the meantime, will seek a waiver of the purported notice
requirement from Hollinger Inc., so that the directors of
Hollinger International can meet before the PHIL tender offer is
launched in Canada.

The written consent will be filed by the Company with the
Securities and Exchange Commission on a Form 8-K promptly.

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

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.


HUDSON'S BAY: Arranges $300-Million Securitization Replacement
--------------------------------------------------------------
Hudson's Bay Company replaced $300 million of its $900 million
credit card receivables securitization program scheduled for
payment beginning January 31, 2004.

HBC has sold an additional undivided co-ownership interest of $300
million scheduled for payment beginning January 31, 2007 under the
Program to a highly rated, independent trust. The sale was
completed under Hbc's existing securitization program, originally
established in 1997.

Under the Program, Hbc sells undivided co-ownership interests in
pools of their credit card receivables to independent trusts. The
aggregate outstanding amount of the securitized receivables varies
depending on the volume of credit card transactions and payments.
The undivided co-ownership interests in excess of those of the
trusts' are retained by and belong to Hbc. The retained interest
must be maintained at a level between 14% and 19% of the aggregate
amount of the trusts' invested amounts under the Program.

The financial and accounting implications of the transactions
completed today will include the following:

- A net after tax loss on sale of between $2 and $3 million will
  be recorded in the fourth quarter reflecting both the accounting
  for the termination of the portion of the Program scheduled for
  payment beginning January 31, 2004 and the introduction of the
  replacement transaction.

- Hbc's costs to maintain the Program are anticipated to increase
  by a minor amount on an annual basis, due primarily to the
  maintenance of a standby servicing arrangement recently
  established with a third party. This standby servicing
  arrangement has been established under the Program to protect
  the Program in the event that certain adverse circumstances
  arise, including covenant non-compliance (subject to applicable
  cure periods); insolvency events; a reduction in the rating of
  Hbc's senior unsecured debt below a certain level; or a
  significant reduction in the rate of collections of the
  securitized receivables. Absent these circumstances, Hbc will
  continue to service the Program for itself and as an agent of
  the trusts.

Hudson's Bay Company (S&P, BB+ Long-Term Corporate Credit and
Senior Unsecured Debt Ratings, Negative Outlook), established in
1670, is Canada's largest department store retailer and oldest
corporation. The Company provides Canadians with the widest
selection of goods and services available through retail channels
including more than 500 stores led by the Bay, Zellers and Home
Outfitters chains. Hudson's Bay Company is one of Canada's largest
employers with 70,000 associates and has operations in every
province in Canada. Hudson's Bay Company's common shares trade on
The Toronto Stock Exchange under the symbol "HBC".


INTERNET CAPITAL: Further Reduces Debt to Below $100 Million Mark
-----------------------------------------------------------------
Internet Capital Group, Inc. (Nasdaq: ICGE) continued to exchange
shares of its common stock for its 5-1/2% convertible subordinated
notes due December 2004.

At January 22, 2004 the outstanding balance of the notes is $96.8
million and the company has 606.7 million common shares
outstanding.

"Reducing our debt to below the $100 million threshold is an
important milestone for our company," said Walter Buckley, ICG's
chairman and CEO. "At this level we are better positioned and are
actively pursuing refinancing opportunities to resolve the
remainder of our convertible debt obligations. As we continue to
drive our partner companies to profitability, retiring the
outstanding convertible notes through exchanges or refinancing
continues to be a top priority.  Ultimately, we believe this
improvement to our balance sheet, along with the growth of our
partner companies, will result in long-term stockholder value."

Internet Capital Group, Inc. -- http://www.internetcapital.com/--
is an information technology company actively engaged in
delivering software solutions and services designed to enhance
business operations by increasing efficiency, reducing costs and
improving sales results.  ICG operates through a network of
partner companies that deliver these solutions to customers.  To
help drive partner company progress, ICG provides operational
assistance, capital support, industry expertise, access to
operational best practices, and a strategic network of business
relationships.  Internet Capital Group is headquartered in Wayne,
Pa.

At September 30, 2003, Internet Capital's balance sheet shows a
total shareholders' equity deficit of about $47 million.


L.L. KNICKERBOCKER: Distributing New Shares Pursuant to Plan
------------------------------------------------------------
On December 23, 2003, RG Global Lifestyles, Inc., formerly known
as The L. L. Knickerbocker Co., Inc., commenced a distribution of
new shares to the former shareholders of LLK and its creditors.

The distribution was made pursuant to the Debtor's and Committee's
Third Amended Joint Chapter 11 Plan which was confirmed by an
order of the United States Bankruptcy Court for the Central
District of California entered on August 15, 2002. The Plan became
effective September 6, 2002.

Pursuant to the Plan, all outstanding shares of capital stock in
LLK and securities convertible into capital stock of LLK were
canceled and are being replaced by new shares of common stock in
the Company. The Plan provides that the new shares will be
distributed as follows: 5% to the former shareholders of LLK as a
group, 5% to John Wolfe, as the Liquidating Trustee for the
benefit of the unsecured creditors of LLK, and 90% to RG
International Ltd., or its designee or assignee. The total number
of shares outstanding immediately following completion of the
distribution will be 20 million with 1 million shares being
distributed to the former shareholders of LLK, 1 million shares
being distributed to the Liquidating Trustee, and 18 million
shares being distributed to Pacific Century Investments, Ltd. as
designee of RG.


LAZY HAZEL LLC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lazy Hazel LLC
        725 West Hazel
        Mount Vernon, Washington 98273

Bankruptcy Case No.: 04-10155

Type of Business: The Debtor owns a Senior Apartments.

Chapter 11 Petition Date: January 8, 2004

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Steven C. Hathaway, Esq.
                  115 W Magnolia #211
                  P.O. Box 2147
                  Bellingham, Washington 98227-2147
                  Tel: 360-676-0529

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
------                        ---------------       ------------
Skagit State Bank             Bank loan                  $80,000

Skagit County                 Property Taxes             $40,000

Skagit Valley Herald          Business Debt               $5,000


LOEWEN GROUP: Amends Credit Facility and Redeems Convertible Notes
------------------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ:AWGI) (fka The Loewen Group, Inc.)
announced three initiatives that will further improve its capital
structure and reduce its interest costs.

The first initiative is entering into a new subordinated facility
to be used to fully redeem the Company's $24.7 million 12.25%
convertible subordinated notes, due 2012, which became fully
redeemable, at par, on January 2, 2004, plus accrued interest to
the redemption date. This facility, which matures on March 31,
2005, carries an interest rate of LIBOR + 450 basis points (bps).
The Company entered into this facility with Banc of America
Securities LLC. The redemption of the notes is expected to be
completed within the next 30 days and will result in the
recognition in income of unamortized premium of $7.2 million in
the first quarter of 2004.

The second initiative is the amendment of the Company's senior
secured facility to reduce the applicable interest rate on the
Term Loan by 50 basis points (bps), from LIBOR + 325 bps to LIBOR
+ 275 bps. This rate change is effective immediately.

The third initiative is to amend the Company's senior secured
facility to allow the Company to borrow up to $25 million of
additional term loans under this facility, and use the proceeds,
at the Company's discretion and subject to the terms of the
amendment, for the purpose of either repurchasing a portion of the
Company's $330 million 12.25% senior notes, due January 2,
2009, or repaying the Company's new subordinated facility
described above.

Over the past two years the Alderwoods Group's strong operating
cash flow and balance sheet management, together with asset sale
proceeds have enabled the Company to undertake a significant
improvement in its balance sheet. In fiscal 2003, the Company
reduced its debt outstanding by approximately $125 million and
since the Company was launched on January 2, 2002, debt has been
reduced by approximately $206 million from $836 million to
approximately $630 million as at January 3, 2004. The Company has
no remaining mandatory principal repayments on its senior secured
facility in 2004.

Paul Houston, President and CEO stated, "This announcement further
demonstrates our ongoing commitment to balance sheet management,
and focus on reducing the Company's interest costs. With interest
rates continuing at historic lows, we felt it was an appropriate
time to refinance additional indebtedness, and we will continue to
take similar steps in the future whenever opportunities present
themselves."

Launched on January 2, 2002, the Company is the second largest
operator of funeral homes and cemeteries in North America. As of
January 3, 2004, the Company operated 730 funeral homes, 150
cemeteries and 60 combination funeral home and cemetery locations
in the United States and Canada. Of the Company's total locations,
64 funeral homes, 72 cemeteries and 4 combination funeral home and
cemetery locations are held for sale as at January 3, 2004. The
Company provides funeral and cemetery services and products on
both an at-need and pre-need basis. In support of the pre-need
business, it operates insurance subsidiaries that provide
customers with a funding mechanism for the pre-arrangement of
funerals.


MADASA US LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Madasa US LLC
        319 Business Lane, Suite 500
        Ashland, Virginia 23005

Bankruptcy Case No.: 04-30321

Type of Business: The Debtor provides the source of Red Bull
                  Energy Drink in Virginia, including the
                  cities surrounding Blacksburg,
                  Charlottesville, Hampton Roads, and Richmond.
                  See http://www.madasaus.com/

Chapter 11 Petition Date: January 14, 2004

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Alan Rosenblum, Esq.
                  Rosenblum & Rosenblum
                  228 South Washington Street Suite 300
                  Alexandria, VA 22314
                  Tel: 703-548-9002
                  Fax: 703-548-8774

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Red Bull North America        Trade debt              $2,021,050
70 Hudson Street, 6th Floor
Hoboken, NJ 07030

Alex Abecia                   Bonus due of 40,000        $90,060
                              Wages due of 50,000
                              Reimbursed expenses
                              due 60.01

George Whittenburg, Esquire   Trade debt - Legal         $50,000
                              Services

Madasa Trading                Trade debt                 $45,000

Alberto Carrero               Bonus due of 40,000        $43,119
                              Reimbursed expenses
                              of 3119.04

Enterprise Fleet Services     Trade debt - Leases        $29,763
                              for 19 automobiles

The Hartford                  Trade Debt                 $27,580

Crowell & Moring              Trade Debt                 $13,823

Nextel                        Trade debt                 $12,691

John Robert Fitzpatrick       Trade debt                 $10,443

Hogan & Hartson               Trade debt -                $8,000
                              Immigration services

Netledger, Inc.               Trade debt                  $7,726

Piasick & Associates          Trade debt -                $7,173
                              Accounting services

Wright Express                Trade Debt - Gasoline       $5,944

Alberto Carrero               Wages due                   $5,000

Alex Abecia                   Wages due                   $5,000

Blue Ridge Beverage           Trade debt - Sub            $5,000
                              distributor

SunCom                        Trade debt                  $3,727

Anthem Dental                 Trade debt                  $3,384

Adelphia                      Trade debt                  $2,797


MESA AIR GROUP: Holding December-Quarter Conference Call Today
--------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA) will release financial and
operating results for the first quarter ended December 31, 2003
today.  The company will also hold an investor call to discuss
financial results at 11:00 a.m. Mountain Standard Time today.

Interested investors can access the Company's webcast of the
conference call at http://www.mesa-air.com/  The call leader will
be Jonathan Ornstein, Chairman and CEO of Mesa and the call will
last approximately one hour.  A replay of the call will also be
available approximately one hour after its conclusion.

Representatives from Mesa may make material non-public disclosures
during the conference call.  The company does not intend to make
any further disclosure of such information and encourages all
interested parties to listen to the conference call live or via a
rebroadcast.

Mesa currently operates 158 aircraft with 1,002 daily system
departures to 153 cities, 40 states, the District of Columbia,
Canada, Mexico and the Bahamas.  It operates in the West and
Midwest as America West Express; the Midwest and East as US
Airways Express; in Denver, Los Angeles, and Chicago as United
Express; in Kansas City with Midwest Airlines and in New Mexico
and Texas as Mesa Airlines.  The Company, which was founded in New
Mexico in 1982, has approximately 4,000 employees.  Mesa is a
member of the Regional Airline Association and Regional Aviation
Partners.


MILLENNIUM CHEM.: Will Present at 3 Analyst Conferences in Feb.
---------------------------------------------------------------
The management of Millennium Chemicals (NYSE:MCH) will be
presenting to the financial community at three analyst conferences
in February. Following each of the presentations, you will be able
to access the speech and slides on the Company's home page
http://www.millenniumchem.com/

John E. Horan, Treasurer, will be presenting at the JPMorgan
Annual High Yield Conference on Wednesday, February 4, 2004, at
8:30 AM CST.

Gary L. Cianfichi, Vice President, Marketing and Sales (TiO2),
will be presenting at the UBS Grass Roots Chemical Conference on
Tuesday, February 10, 2004 at 10:50 AM CST. To listen live to this
presentation, please go to http://www.ubs.ibb.com/and click
"Grass Roots Chemical Conference".

Robert E. Lee, President and Chief Executive Officer, will be
presenting at the Morgan Stanley Basic Materials Conference on
Tuesday, February 24, 2004 at 3:00 PM EST. To listen live please
go to http://www.millenniumchem.com/and click on Investor
Relations.

Millennium Chemicals -- http://www.millenniumchem.com/-- is a
major international chemicals company, with leading market
positions in a broad range of commodity, industrial, performance
and specialty chemicals.

Millennium Chemicals is:

--  The second-largest producer of TiO2 in the world, the largest
     merchant seller of titanium tetrachloride and a major
     producer of zirconia, silica gel and cadmium-based pigments;

--  The second-largest producer of acetic acid and vinyl acetate
     monomer in North America;

--  A leading producer of terpene-based fragrance and flavor
     chemicals; and,

--  Through its 29.5% interest in Equistar Chemicals, LP, a
     partner in the second-largest producer of ethylene and third-
     largest producer of polyethylene in North America, and a
     leading producer of performance polymers, oxygenated
     chemicals, aromatics and specialty petrochemicals.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to Millennium Chemicals Inc.'s $125
million convertible debentures due 2023, based on preliminary
terms and conditions.

At the same time, Standard & Poor's affirmed its 'BB-/Stable/--'
corporate credit rating on Millennium Chemicals Inc. and raised
the ratings on the existing $150 million revolving credit facility
to 'BB' from 'BB-', to recognize the benefits of a pending
amendment (subject to the successful sale of at least $110 million
of long-term notes) that will improve lenders prospects for full
recovery in the event of a default. Hunt Valley, Maryland-based
Millennium, with about $1.6 billion of annual sales and
approximately $1.3 billion of outstanding debt (excluding
adjustments to capitalize operating leases), is primarily engaged
in the production of commodity chemicals. The outlook is stable.


MIRANT CORP: Proposes Uniform Safe Harbor Termination Procedures
----------------------------------------------------------------
The Mirant Debtors use various contracts for physical delivery and
derivative financial instruments primarily to hedge and optimize
their generating assets, and also take proprietary commodity
positions.  Hedging contracts are part of a larger category of
contracts referred to as "derivative contracts."  As a general
matter, Meredyth A. Purdy, Esq., at Haynes and Boone LLP, in
Dallas, Texas, relates that derivative contracts are financial
contracts whose values are based on, or "derived" from, the price
of a traditional security, an asset or a market index.  Physical
and financial derivative contracts take many forms, including:

   * Back-to-back forward contracts, in which a trader buys
     power from one source, and then resells it to another party
     at a higher price.  These arrangements can "lock in" a
     profit on a power sale;

   * Privately negotiated options to purchase a portion of the
     required power from another source at a given price -- so
     that if a seller is unable to deliver the power from its
     own plant, the seller can exercise the option and have the
     power delivered to the buyer at a known price;

   * Electricity and natural gas futures contracts purchased on
     a commodity exchange like the New York Mercantile Exchange.
     NYMEX offers standardized futures contracts for delivery of
     natural gas at Henry Hub in Louisiana and for delivery of
     electricity at PJM;

   * Options to purchase electricity futures contracts at a
     future date on a commodity exchange;

   * Contracts or options to purchase the required fuel for
     delivery at a given time to a power plant, thus "locking
     in" one major variable cost in producing the power;

   * Collars, which provide financial protection if the price
     goes outside a defined range, either up or down; and

   * Contracts that will provide financial protection if
     transmission line congestion makes it impossible or more
     costly to deliver power to the recipient.

Recognizing the unique status of forward contracts, commodities
contracts, securities contracts, certain repurchase agreements
and swap agreements in the financial and commodity markets,
Congress added to the Bankruptcy Code the "safe harbor"
provisions of Section 555, 556, 559 and 560, which generally
permit non-debtor counterparties to the contracts to exercise
certain rights and remedies not generally available to other
contract counterparties in a bankruptcy case.

Among the same harbor rights and protections under the Bankruptcy
Code are provisions that:

   (a) allow the non-debtor party to terminate, liquidate and
       apply collateral held under a safe harbor contract upon a
       bankruptcy of the other party, notwithstanding Section
       365(e)(1) of the Bankruptcy Code;

   (b) protect prepetition payments made under a safe harbor
       contract by the debtor to the non-debtor party from the
       avoidance powers of a trustee or debtor-in-possession
       except in cases of actual intent to defraud other
       creditors; and

   (c) permit the non-debtor party to set off mutual debts and
       claims against the debtor under a safe harbor contract
       without the need to obtain relief from the automatic
       stay.

In connection with the operation of their core businesses, Ms.
Purdy states, the Debtors historically engaged in asset risk
management and optimization activities as well as proprietary
trading activities pursuant to their internal risk management
policy, as amended or modified from time to time.  As a result of
their historic Trading Activities, the Debtors maintain a
portfolio consisting of active physical commodities and financial
products trading positions.

Ms. Purdy reports that prior to the Petition Date, in connection
with their Trading Activities, the Debtors utilized and entered
into with counterparties various industry standard trading
contracts, including ISDA, EEI, WSPP, GISB and NAESB master
agreements and various other master agreements, "long-form
confirmations," netting agreements, master netting agreements,
collateral agreements and credit support agreements.  Prior to
the Petition Date, the Debtors and certain counterparties to the
Prepetition Trading Contracts entered into Assurance and
Amendment Agreements to, among other things, limit the risks and
uncertainties that may arise with respect to the Prepetition
Trading Contracts after the Petition Date.

When the Debtors filed for Chapter 11 protection, they obtained
the Court's authority to continue trading in a manner consistent
with their prepetition practice and provide certain protections
to the non-debtor counterparties to the Prepetition Trading
Contracts.  Then, the Debtors and certain counterparties entered
into Postpetition Assurance Agreements.

The Assurance Agreements provide, among other things, the
parameters under which the Protected Counterparties agree to
continue their relationships with the Debtors under the
Prepetition Trading Contracts.  The Assurance Agreements further
indicate the Debtors' desire and intent to conduct postpetition
trading activity in the ordinary course of business and grant
appropriate credit support.  The Debtors were willing to enter
into the Assurance Agreements and grant certain protections to
the Protected Counterparties, including agreeing to seek
authority to assume the Prepetition Trading Contracts of the
Protected Counterparties and to pay the prepetition claims
arising thereunder, because the Protected Counterparties
possessed the right to terminate or liquidate their Prepetition
Trading Contracts notwithstanding the commencement of these
cases.  "The Debtors' relationships with the Protected
Counterparties are integral to the on-going and future success of
the Debtors' operations and maintaining the value of the Debtors'
estates," Ms. Purdy remarks.

Ms. Purdy notes that not all Prepetition Trading Contracts have
been, or will be, assumed by the Debtors.  In fact, since the
Petition Date, some of the Prepetition Trading Contracts have
been terminated.  Each time a contract is terminated, a
termination payment must be calculated.

Under most terminated trading contracts, a termination payment
would be payable by either the defaulting party or the non-
defaulting party.  Thus, termination could, and often will,
result in a net payment to the Debtors.  These "in-the-money"
agreements, which have not been assumed by the Debtors, where an
embedded net amount due to the Debtors is present, constitute
significant assets of the Debtors' estates.  For agreements that
are "out of the money" for the Debtors, it is appropriate to set
the Debtors' liability to the counterparty as to the claims.

In some cases, both the Debtors and the contract counterparty
will agree from the outset on the value of the termination
payment at issue based on the guidelines or equations set forth
in the terminated contract.  In this case, the agreement as to
the value of the termination payment would not constitute a
"settlement" under Rule 9019 of the Federal Rules of Bankruptcy
Procedure and Bankruptcy Court approval would not be required.
However, when the Debtors and the contract counterparty initially
disagree on the amount of the termination payment and only later
negotiate an agreed value for the termination payment, the
settlement would constitute a settlement requiring Court approval
under Bankruptcy Rule 9019.

Many trading contracts expressly address the rights of set-off
and netting.  Some agreements may restrict common law set-off
rights.  Other agreements may expand set-off and netting rights
to include multiple agreements and multiple affiliates of the
contracting parties.

Ms. Purdy continues that prior to the Petition Date, the Debtors
and their counterparties also entered into master netting, set-
off and security agreements pursuant to which the Debtors, on the
one hand, and one or more affiliated counterparties, on the other
hand, agree to aggregate their exposures under two or more
agreements for purposes of determining exposure thresholds and
collateral requirements.  As a rule, the counterparties under a
Master Netting Agreement are affiliated entities, usually under
the ownership of a common parent company.  As with ordinary
Master Agreements, Master Netting Agreements that provide
triangular offsets permit the Debtors to minimize collateral
requirements, and therefore, are an important tool in the
efficient management of the Debtors' businesses.

Where the Debtors and the counterparties have entered into a
Master Netting Agreement, if provided therein, the default and
termination remedies of the Master Netting Agreement replace the
default and termination remedies of those particular Transaction
Agreements covered by the Master Netting Agreement.  In these
instances, the Master Netting Agreement provides its own
termination payment payable upon the occurrence of an early
termination event.

Because of the admittedly complex substance of the contracts, and
the importance to the Debtors of resolving termination payment
issues that in many instances will result in positive cash
payments to the Debtors, a streamlined and efficient protocol to
resolve the ordinary course of business issues must be
implemented.

To minimize the time and expense to the Debtors' estate as well
as the parties-in-interest and to preserve the confidential
nature of the sensitive settlements, the Debtors seek the Court's
authority to settle any disputed termination payments pursuant to
Bankruptcy Rule 9019 and to execute all documents in accordance
to the proposed Trading Contract Settlement Protocol.

Generally, the Trading Contract Settlement Protocol provides:

A. Category 1: De Minimus Settlements

   The fist category governs settlements with relatively small
   dollar amounts.  These settlements may be settled without
   prior notice to the Committees or Court approval.  However,
   the Debtors are required to inform the Committees and any
   entity that provided postpetition financing not later than
   the first and 15th day of each calendar month as to the
   details of any "de minimus" settlements.  Moreover, the
   Debtors have an ongoing obligation to respond to reasonable
   inquiries and information requests in regard to the de
   minimus settlements.  Thus, the Committee maintains the
   ability to keep appraised of the liquidation and settlement
   of claims with even a relatively small dollar value.

B. Category 2: Non-De Minimus Settlements

   This category caters to settlements where the settlement
   amounts exceed the "de minimus" settlement amounts but are
   still within a reasonable range designed to ensure the
   fairness of a proposed settlement.  This non-de minimus
   settlement category contains basket amounts and percentages
   within which the Debtors must settle to come within the
   Trading Contract Settlement Protocol.

   These Settlements require advance notice to the Notice
   Parties.  If no one objects to the proposed settlement within
   10 days after notice, the Debtors are authorized to
   consummate the settlement without further Court order.  If
   any Notice Party timely objects, the Debtors may obtain a
   hearing date seeking the Court's approval of the proposed
   settlement within at least five days of the date of objection.

C. Information to be Provided to the Notice Parties

   The Debtors will provide to the Notice Parties in connection
   with the Trading Contract Settlement Protocol:

   (a) copies of all the Trading Contracts being settled;

   (b) spreadsheet listing the detail of each of the Trading
       Contracts being settled, including but not limited to,
       the term of the contract, when and by which party the
       contract is terminated, the amount of collateral held by
       the settling party and the amount of damages or
       replacement costs and associated methodology;

   (c) spreadsheet listing the details of other balances
       included within the settlement agreement, including
       accounts receivable and accounts payable; and

   (d) a copy of the proposed settlement agreement and the
       history of settlement negotiations.

D. Set-off and Recoupment

   Settlements may provide for set-off or recoupment of claims
   and debts, and result to collateral.

E. Provisional Allocation

   Any monies paid to or received by the Debtors under the
   protocol will be provisionally allocated in accordance with
   the Debtors' prior practice, subject to reallocation.  All
   rights are reserved in regard to final allocation.

F. Modifications to the Protocol

   The Notice Parties' right to seek relief from the Court to
   request modifications to the protocol, if deemed to be
   necessary, is reserved.

Ms. Purdy contends that the proposed protocol should be approved
because:

   -- it will enhance the efficient administration of the
      Debtors' cases and thereby serve to protect and preserve
      the value of the Debtors' estates;

   -- the settlement parameters are designed to give the Debtors
      a flexible and reasonable range within which to settle
      terminated Trading Contracts;

   -- it expedites the collection of payments owed to the
      Debtors; and

   -- it reduces the costs associated with the determination of
      the termination payments.

               Settlement Protocol Filed Under Seal

The details of the Trading Contracts Settlement Protocol are
filed under seal.

Ms. Purdy points out that the Protocol represents proprietary
commercial information -- the settlement parameters to be used in
the settlement of terminated commercial contracts -- of the
Debtors.  In fact, the Protocol contains the Debtors' specific
settlement parameters that, if made public to, among other
parties, the trading contract counterparties with whom the
Debtors are settling, this knowledge would severely hinder the
Debtors' ability to achieve the best settlement under the
Protocol.

Accordingly, Ms. Purdy asserts that public revelation of the
Protocol would put the Debtors' estate at great peril of needless
loss of favorable settlement terms, and possibly, estate funds.
Revelation of the Protocol would result in a direct and adverse
impairment of the Debtors' ability to negotiate favorable
settlement with counterparties. (Mirant Bankruptcy News, Issue No.
20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRENCO INC: Shareholders Approved Two Proposed Stock Issues
------------------------------------------------------------
Mirenco, Inc., (OTCBB:MREO) conducted a special meeting on
Saturday, January 17, 2004 at Ames Auditorium, 615 Clark, Ames, IA
to request shareholders to approve the increase of authorized
common shares of stock from 30 million to 100 million as well as
authorize 50 million shares of preferred stock.

"We foresee great potential in the marketplace and want to
position ourselves in order to capitalize on them, if and when
these opportunities present themselves," said Dwayne Fosseen,
Mirenco's Chairman and Chief Executive Officer. "I was pleased to
see the positive responses we had from the shareholders and
appreciate all their enthusiastic support," Fosseen said.

Rich Musal, Mirenco's Chief Operating Officer and Chief Financial
Officer, stated, "The shareholders attending the meeting, voted
unopposed to the two stock proposals."

Mirenco is a Radcliffe, Iowa-based company that specializes in
patented vehicle management technology and consultative services
for reducing vehicle emissions, improving fuel economy, and
lengthening the service life of heavy-duty diesel vehicles. More
information is available at http://www.mirenco.com/

Mirenco Inc.'s September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $6 million.


NAT'L CENTURY: Court Disallows Int'l Philanthropic's $12MM Claim
----------------------------------------------------------------
According to Charles M. Oellermann, Esq., at Jones, Day, Reavis &
Pogue, in Columbus, Ohio, 13 Claimants filed Claims asserting
certain liabilities against the National Century Financial
Enterprises Debtors.

Subsequently, however, the Claimants filed additional claims,
which amended and superseded the Original Claims.  By filing the
Surviving Claims, the Claimants liquidated, reduced, increased,
reclassified or otherwise modified the liabilities originally
asserted in the Amended Claims.

Although the Surviving Claims are identified on their face as
claim amendments that supersede and replace the Amended Claims,
the Amended Claims, as a technical matter, arguably remain on the
claims docket as outstanding liabilities until withdrawn by the
Claimants or disallowed by the Court.

As a result, the Amended Claims remain potential liabilities of
the Debtors that either:

   (a) duplicate amounts included in the Surviving Claims; or

   (b) are no longer identified as outstanding liabilities by the
       Claimants.

Thus, at the Debtors' request, the Court disallowed these Amended
Claims:

                              Claim to be Remaining      Claim
Creditor                      Disallowed  Claim No.      Amount
--------                      ----------- ---------      ------
County of Wise                    31        849            $226
Doctors Community Healthcare     392        734    unliquidated
Doctors Community Healthcare     393        735    unliquidated
Doctors Community Healthcare     394        736    unliquidated
Doctors Community Healthcare     395        737    unliquidated
Doctors Community Healthcare     396        739    unliquidated
Doctors Community Healthcare     397        738    unliquidated
Doctors Community Healthcare     398        733    unliquidated
Great Lakes Reit                  87        848         127,526
IBM Corporation                   68        846           5,002
Intl Philanthropic Hosp. Found   366        836      11,966,076
Premier Courier, Inc.             43        109           1,201
State of Tennessee Rev Dept      850        851          13,911

The disallowance of the Amended Claims:

   (a) prevent the Claimants from obtaining a double recovery on
       account of any single obligation; and

   (b) limit the Claimants to a single claim for those amounts
       currently identified by the Claimant as owing.

The elimination of the Amended Claims is consistent with the
apparent intent of the Claimants in filing the Surviving Claims.
Mr. Oellermann adds that the Claimants' rights to assert these
liabilities against the Debtors' estates will be preserved,
subject to the Debtors' ongoing rights to object to the Surviving
Claims on any grounds. (National Century Bankruptcy News, Issue
No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONSRENT INC: Balks at Lasalle's $14-Million Amended Claim
-------------------------------------------------------------
The NationsRent Debtors identified 46 objectionable proofs of
claim filed in their bankruptcy cases.  Each of the 46 claims has
been amended and superseded by another proof of claim subsequently
filed.

Some of the Amended Claims are:

                               Remaining   Amended       Claim
Claimant                       Claim No.   Claim No.     Amount
--------                       ---------   ---------   ---------
City of Fraser                    506          14         $2,308
Ford Motor Credit Company        3066        3068      2,234,301
Ford Motor Credit Company        3067        3071         42,278
ISD of Pearland                  3394        3290         24,813
ISD of Pearland                  3346        3394         24,813
Lasalle National Leasing Corp.   3437        2477     14,280,904
R & R Distributing Co. Inc.      1896        1216          4,557
State of New Hampshire           1871         340            925
State of Rhode Is. Div. of Tax   3510        3310        100,743
State of Tenn. Dept. of Revenue  3506         433         23,297

Rebecca L. Scalio, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, tells the Court that the Claimants filed
the Amended Claims in respect of certain liabilities asserted
against the Debtors.  However, the Claimants filed additional
proofs of claim in respect of the same liabilities.  By filing
the Remaining Claims, the Claimants liquidated, reduced,
increased, reclassified or otherwise modified the liabilities
originally identified in the Amended Claims.

The Amended Claims remain on the claims docket as outstanding
liabilities until withdrawn by the Claimants or disallowed by the
Court.  Accordingly, the Debtors ask the Court to disallow the
Amended Claims.

Ms. Scalio contends that disallowing the Amended Claims will:

   (a) prevent the Claimants from obtaining a double recovery on
       account of any single obligation; and

   (b) limit the Claimants to a single claim for those amounts
       currently asserted.

The Claimants' rights to assert these liabilities against the
Debtors' estates will be preserved, subject to the Debtors'
ongoing rights to object to the Remaining Claims on any
applicable grounds.  (NationsRent Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NETDRIVEN SOLUTIONS: Shareholders Approve Proposed Restructuring
----------------------------------------------------------------
NetDriven Solutions Inc. (NDS:TSX), announced that all resolutions
proposed at the Annual General and Special Meeting held on
January 19, 2004 were approved by the shareholders of NDS.

With restructuring now substantially completed, NDS is considering
potential acquisition or merger opportunities with the view to
reestablishing value for the shareholders of the Company. The
Company has been in discussion with a number of parties who have
expressed an interest in either being acquired by or merging with
NetDriven, however, as yet there are no firm offers. NetDriven is
also pursuing potential merger opportunities or other arrangements
with organizations positioned to take advantage of the Company's
substantial tax loss carry forward. The restructuring plan
approved by the NetDriven shareholders remains subject to TSX
approval.

Upon completing a merger or acquisition transaction, NDS will seek
to reestablish trading of the Company's common shares on the TSX.

The Company's September 30, 2003 balance sheet shows a working
capital deficit of about $130,000 and a total shareholders' equity
deficit of about $1.6 million.


NORTHWEST AIRLINES: Dec. 31 Balance Sheet Upside-Down by $2 Bil.
----------------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC), the parent of
Northwest Airlines, realized a net loss of $129 million or $1.49
per common share for its fourth quarter, excluding unusual gains.
This compares to the fourth quarter of 2002, when Northwest
reported a net loss of $178 million or $2.08 per common share,
excluding unusual items.

Northwest reported a full-year net loss of $565 million or $6.57
per common share, excluding unusual items.  This compares to a net
loss of $488 million or $5.71 per common share in 2002, excluding
unusual items.

For the fourth quarter, Northwest reported net income of $363
million or $4.18 per common share, including unusual gains.  This
compares to a fourth quarter 2002 net loss of $488 million or
$5.68 per common share, including unusual items.

For the full year 2003, Northwest reported net income of $236
million or $2.74 per common share, including unusual gains.  This
compares to a full year 2002 net loss of $798 million, or $9.32
per common share, including unusual items.

In the fourth quarter of 2003, Northwest realized $492 million of
unusual gains resulting from the following non-recurring
transactions: the completion of an initial public offering (IPO)
of Pinnacle Airlines Corp., which generated a gain of $299
million; the sale of Northwest's holdings in Hotwire, the partial
sale of its stock holdings in Orbitz, and the completion of a debt
exchange, which together resulted in a net $45 million gain; and a
transaction pertaining to Northwest debt secured by foreign real
property, which resulted in a non-cash gain of $148 million.

For the full year, Northwest realized unusual gains of $801
million.  In addition to the $492 million of fourth quarter
unusual gains, Northwest realized unusual gains earlier in the
fiscal year, including the sale of Northwest's interest in
Worldspan and the benefits from federal legislation suspending
certain security fees and taxes.

Richard Anderson, chief executive officer, said, "Like the other
network airlines, we are reporting our third consecutive year of
massive losses from airline operations.  During the past three
years, Northwest has experienced pre-tax losses totaling nearly
$2.2 billion from airline operations.  This financial performance
is clearly not sustainable.

"Since 2001, Northwest has pursued virtually all non-labor cost
reduction opportunities.  We have completed eight rounds of cost
reductions, resulting in $1.6 billion in savings.  As a result,
Northwest has reduced non-labor costs to a very competitive level
against all airlines in the industry. Northwest's non-labor CASM
(cost per available seat mile) is lower than all of the major
airlines and several of the low cost carriers.  Unfortunately,
this is not enough.  For Northwest to succeed, we must now reduce
our labor costs to competitive levels."

Anderson continued, "The airline business has fundamentally
changed and we must bring our costs in line with our revenue
expectations.  Relying on the possibility of a cyclical recovery
is futile.  Relying on the sale of assets and other one-time
transactions is also not the answer. The airline must produce
profits from operations to succeed over the long term.  In 2003,
Northwest benefited from the sale of assets that were not critical
to the airline's operation and these transactions were sufficient
to offset the large loss that the carrier suffered.  However, by
definition, these transactions are one-time events.

"While the 2003 financial results generated by the airline were
unacceptable, Northwest did succeed in a number of other areas.
Thanks to the hard work of our 39,000 employees, we ran one of the
best operations in the industry as evidenced by Department of
Transportation (DOT) performance statistics.  We also further
increased our significant unit revenue premium to the industry."

Looking to the future, Anderson said, "With restructured labor
costs, Northwest has the core assets to be a profitable and
successful network carrier -- a strong route system supplemented
by world-class alliances, a flexible fleet strategy including our
fleet modernization program, and state-of-the-art airline
technology which makes our customers' travel experience efficient
and convenient."

Regarding the achievement of competitive labor costs, Douglas
Steenland, president, said, "We have been meeting regularly with
our union leaders to share financial information and discuss the
challenges facing Northwest. Contracts for the Air Line Pilots
Association (ALPA) and the International Association of Machinists
and Aerospace Workers (IAM) became amendable in 2003 and we are
engaged in negotiations with ALPA and the IAM, pursuant to the
U.S. Railway Labor Act, with the goal of realizing competitive
labor costs."

Steenland added, "Northwest employees, labor leaders, management,
and the board of directors have worked together effectively in the
past to meet industry challenges and are now committed to working
together to stop the losses and ensure the company's long term
success."

Bernie Han, executive vice president and chief financial officer,
added, "As evidenced by Northwest's one-time transactions in 2003,
we believe Northwest has been a careful steward of its capital and
has prudently managed its investments in aircraft, non-aircraft
assets and ventures.  Through the disposition of most of its non-
core investments and the timely accessing of the capital markets,
Northwest was able to end 2003 with the highest, size-adjusted
liquidity among the network carriers."

                      Financial Results

Operating revenues in the fourth quarter increased by 2.9% versus
the fourth quarter of 2002 to $2.41 billion. This included an
increase in passenger revenue of $52 million, partially offset by
a decrease in cargo revenue.  Passenger revenue per available seat
mile increased by 11.8% on 7.3% fewer available seat miles (ASMs).

Operating expenses in the quarter decreased 3.9%, excluding
unusual items, versus a year ago to $2.42 billion.  Unit costs
excluding fuel increased by 4.2% on 7.3% fewer ASMs.  During the
quarter, fuel price averaged 82.3 cents per gallon, up 5.8% versus
the fourth quarter of last year.  This quarter's fuel expense
included approximately $22 million, or 5 cents per gallon, of
gains realized from hedging.

Northwest's quarter-ending cash balance was $2.9 billion, of which
$2.8 billion was unrestricted.

At December 31, 2003, Northwest Airlines' balance sheet shows a
total shareholders' equity deficit of about $2 billion.

                             Other

In 2003, Northwest satisfied its pension funding obligations and
contributed $413 million in cash and stock of its regional
carrier, Pinnacle Airlines, to its pension plans.  Subsequent to
Northwest's contributions of Pinnacle stock to the pension plans,
an IPO of Pinnacle Airlines was completed and the proceeds were
received by the pension plans.

Earlier this month, Northwest announced that in June 2004, it will
begin daily nonstop service between Portland, Ore. and Tokyo.  The
new service will give Northwest eight U.S.-Japan gateways and four
West Coast connections to Tokyo. During the fourth quarter,
Northwest announced new and enhanced service to a number of
international and domestic markets from its three domestic hubs,
including the resumption of two seasonal routes: Honolulu-Osaka,
Japan and Detroit-Rome.  The airline also announced a number of
new jet flights to cities in the South, West and Midwest.

During 2003, Northwest continued to leverage the power of
technology.  For the full year, nearly 27 million customers
checked in using the airline's Internet site or its airport self-
service kiosks.  In December, usage of the airline's convenient
self-service check-in options increased to a record 70.3% of
eligible customers.

In October, Northwest made its nwa.com Check-In service available
to even more customers by expanding the check-in window to 36
hours prior to departure.  In November, Northwest began offering
Internet check-in on multi-carrier itineraries involving partner
airlines KLM Royal Dutch Airlines, Continental Airlines, Delta Air
Lines, Alaska Airlines, Horizon Air, and Hawaiian Airlines.

During the quarter, Northwest and Delta Air Lines expanded code
sharing through their marketing agreement to 650 daily flights
operated by each carrier within the U.S. and between the U.S. and
Canada and the Caribbean, the maximum permitted by the DOT.  In
addition to offering Northwest customers connections to Delta-
operated flights out of that airline's Atlanta, Cincinnati,
Dallas/Ft. Worth and Salt Lake City hubs, Delta offers its
customers connections through Northwest's Detroit, Minneapolis/St.
Paul and Memphis domestic hubs, as well as marketing its code on
Northwest-operated flights from Los Angeles, New York (Kennedy),
San Francisco and Seattle/Tacoma to Northwest's Narita Airport hub
near Tokyo.

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo, and Amsterdam,
and approximately 1,500 daily departures.  With its travel
partners, Northwest serves nearly 750 cities in almost 120
countries on six continents.


ORIGEN FIN'L: Fitch Hatchets 3 Note Ratings to Low-B & Junk Levels
------------------------------------------------------------------
Fitch Ratings has performed a review of Origen Financial, Inc.
Manufactured Housing Contracts, series 2001-A. Based on the
review, the following rating actions have been taken:

        -- Class A-4 affirmed at 'AAA';
        -- Class A-5 is downgraded to 'AA' from 'AAA';
        -- Classes A-6 and A-7 are downgraded to 'A' from 'AAA';
        -- Class M-1 is downgraded to 'BB' from 'AA';
        -- Class M-2 is downgraded to 'B-' from 'A';
        -- Class B-1 is downgraded to 'C' from 'BB'.

Origen Financial, Inc. is a privately held company owned by a
number of qualified institutional buyers and accredited investors.
Sun Communities, rated 'BBB' by Fitch, owns approximately 33% of
the outstanding shares of the company. Origen has been providing
financing to borrowers for the purchase of manufactured housing
since 1996. Origen, formerly named Dynex Financial, originated
$188 million in 2003 and has a servicing portfolio of
approximately $1.3 billion. Origen has a national servicing center
in Ft. Worth, Texas. Their chattel lending operations and
corporate headquarters are located in Southfield, Michigan.

Origen has completed seven public securitizations - five under the
Merit Securities name and two under the Origen name. Vanderbilt
Mortgage and Finance acted as the back-up servicer on both Origen
transactions.

Loss severity on Origen's liquidated loans have been better than
the industry average due to the company's dealer relationships and
ability to provide financing for purchasers of repossessed units.
Despite this advantage, problems in the manufactured housing
sector have caused loss severities to be higher than Fitch's
initial expectations. This, coupled with higher default rates, has
reduced the relationship between expected losses and credit
enhancement.


OWENS CORNING: Asks Court to Disallow Rhode Island's $80MM Claim
----------------------------------------------------------------
The State of Rhode Island Department of Environmental Management
seeks to recover, based on the federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980,
various Rhode Island environmental statutes, and the common law,
"costs that have been and will be incurred by the State in
connection with responses to the release or threatened release of
hazardous substances at several sites within the State of Rhode
Island at which [Owens Corning] debtor(s) have been identified as
potentially responsible parties."

The State estimates its claim at $80,000,000, which consists of
$76,000,000 in past and future costs allegedly required for the
environmental remediation of four waste disposal sites -- Dupraw
Dump, Mackland Farms, Cumberland Municipal Landfill and Boulter
Farms -- and an additional $4 million in past and future
oversight costs with respect to a fifth waste disposal site --
Peterson/Puritan -- where investigation and remediation are
proceeding under authority and supervision of the United
States Environmental Protection Agency.

The Debtors dispute Rhode Island's Claim No. 8766.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, notes that the State cited in the Disputed Claim no
provision of the Rhode Island Hazardous Waste Management Act of
1978, the Rhode Island Groundwater Protection Act of 1985, or the
Rhode Island Water Pollution Act and no case law establishing
principles of nuisance or strict liability that authorize its
claim against the Debtors for the State's past and future costs
with respect to the five waste disposal sites.  In the absence of
more specific allegations, the Debtors deny that they are liable
under the referenced Rhode Island statutes or common law
principles.

Section 106 of the CERCLA, on which the State specifically
relies, does not provide a basis for the Disputed Claim.  That
section, by its terms, authorizes the federal government to
respond to "an imminent and substantial endangerment to the
public health or welfare or the environment because of an actual
or threatened release of a hazardous substance from a facility"
by obtaining an injunctive order from a federal district court.
Thus, Ms. Stickles concludes, its only cost recovery provision
authorizes persons who comply with that order to seek
reimbursement of their costs from the federal superfund.  Section
106 does not authorize cost recovery against private entities.

The State also bases the Disputed Claim on Section 107 of the
CERCLA, which authorizes the recovery of cleanup costs from four
specified categories of persons:

   (1) current owners and operators of facilities where there has
       been a release or threatened release of hazardous
       substances;

   (2) owners or operators of the facilities at the time of the
       release or threatened release;

   (3) persons who arranged for the disposal of a hazardous
       substance at the facilities; and

   (4) transporters of hazardous substances to the facilities.

The State did not specify which of these categories it believes
includes the Debtors, and its reliance on "statements by former
employees and observations of glass fiber products and raw
materials associated with a former Owens Corning mill facility in
Cumberland, Rhode Island" does not establish liability in any
category.  In the absence of more specific allegations, the
Debtors deny that they have any liability under Section 107.  In
fact, the Debtors deny that they ever owned or operated any of
the five waste disposal sites at issue in the State's proof of
claim.

Furthermore, the State cited no total amount or individual item
of past costs that it allegedly incurred with regard to any of
the five disposal sites, and it provided no supporting
documentation whatsoever with regard to any costs.

Moreover, Ms. Stickles points out, the State presented no
documentation in support of its assertion that it has or will
incur an additional $4,000,000 with respect to cleanup at the
Peterson/Puritan site.  Peterson/Puritan is also a site where
investigation, required remediation, and oversight are being
handled and the associated costs incurred by the Agency.  The
State will incur minimal, if any, costs with respect to this
site.

The only factual basis for any liability alleged by the State is
"statements by former employees and observations of . . .  [waste
materials] associated with a former Owens Corning mill facility
in Cumberland, Rhode Island."  Nevertheless, the State asserted
its claim against all of the Debtors, including those that never
owned or operated the mill.  The Debtors objected to the
assertion that any Debtor, other than the owner or operator of
the mill, has any liability whatsoever to the State with respect
to response costs at the five waste disposal sites at issue.

Owens Corning, which owned and operated the mill, objects to the
State's claim to the extent that it seeks from it 100% of the
State's past and future response costs with respect to the five
waste disposal sites.  Owens Corning is only one of many entities
that transported or arranged for the disposal of wastes at these
sites and that, in addition to the current and former owners and
operators of those sites, would therefore be liable for cleanup
costs under the CERCLA.  In addition, there is no basis for
assuming that the waste consisting primarily of glass fibers or
marbles disposed of at the site by Owens Corning caused or
contributed to any contamination requiring cleanup.  Although the
Act was interpreted as providing for joint and several liability,
cost recovery cases are typically settled among potentially
responsible parties by sharing costs on an equitable basis that
accounts for the relative volume and toxicity of waste sent to a
site by each party.

The Debtors further object to the State's characterization of its
claim as "unsecured priority."  Because the Debtors do not own or
lease and are not seeking to abandon a possessory interest in any
of the five waste disposal sites at issue, costs incurred by the
State for their cleanup are not "actual, necessary costs and
expenses of preserving the estate" within the meaning of Section
503(b)(1)(A) of the Bankruptcy Code.  In general, courts denied
administrative status to environmental claims that arose from
prepetition conduct of the debtor where the site to be cleaned up
was not the property of the estate.

Accordingly, the Debtors ask the Court to disallow Claim No. 8766
in its entirety. (Owens Corning Bankruptcy News, Issue No. 66;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OZARK AIR LINES: Suspends Service & Files Chapter 11 Petition
-------------------------------------------------------------
Ozark Air Lines, Inc., doing business as Great Plains Airlines,
sought protection under Chapter 11 of the Federal Bankruptcy Code
last week.  Chairman and CEO David A. Johnson stated:  "We regret
having to make this filing, but we remain committed to our plan of
providing direct air service to the people of Oklahoma, New
Mexico, Illinois, Tennessee and Washington D.C., and we are
hopeful that we will be able to come out of this by March."

During these proceedings, Great Plains will suspend discontinue
its scheduled service and fly charters only.  Passengers who have
purchased transportation from Great Plains Airlines should attempt
to make arrangements on another carrier if they still wish to
travel.

For more information on transportation options and refund options,
please refer to the Great Plains website at http://www.gpair.com
or to http://airconsumer.ost.dot.gov/rules/20030123.pdf

Johnson stated:  "One of our hardest decisions about this matter
was the realization that we were going to inconvenience our
passengers again.  We really care about our passengers, and we
hope that they will understand that we really had no choice."
Johnson expressed similar concerns about MidAmerica Airport.  He
stated:  "MidAmerica is a beautiful facility with a growing
population base in the area.   They have visionary leadership and
we do not want to quit our service there.  We plan to restore
service to MidAmerica in March and are excited about the potential
results of the Mead and Hunt route study out of MidAmerica.

There will be a reduction in employment during this period, but
Johnson stated, "We are expecting that this will be temporary and
that we will be able to rehire our people quickly."  There have
been significant training dollars spent in up-grading the skills
of our employees and it is truly regretful that we have to lay off
anyone at this time."

Johnson added that the airline ahs been in contact with its parts
and aircraft supplier and he things that they will be able to
continue to bring in additional aircraft in time for the new
service in March.


OZARK AIR LINES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Ozark Air Lines, Inc.
        dba Great Plains Airlines
        6501 E Apache Street, Suite 201
        Tulsa, Oklahoma 74115

Bankruptcy Case No.: 04-10361

Type of Business: The Debtor owns an air carrier that serves
                  Colorado Springs, Albuquerque, Tulsa, Oklahoma
                  City and Nashville. See http://www.gpair.com/

Chapter 11 Petition Date: January 23, 2004

Court: Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

Debtor's Counsel: Sidney K. Swinson, Esq.
                  Gable & Gotwals
                  1100 Oneok Plaza
                  100 West Fifth Street
                  Tulsa, OK 74103-4217
                  Tel: 918-595-4800

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million


PACIFICARE HEALTH: Names Watkins as CFO for Behavioral Subsidiary
-----------------------------------------------------------------
PacifiCare Behavioral Health, the managed behavioral health care
subsidiary of Cypress, Calif.-based PacifiCare Health Systems,
Inc. (NYSE: PHS), recently appointed Kenneth L. Watkins as its
chief financial officer.  He reports to PBH President and Chief
Executive Officer Jerry Vaccaro, M. D.

"During our extensive search for a new CFO, Ken stood out as a
hands-on, dynamic leader who can help us to continue providing
quality, affordable behavioral health care plans to the
marketplace," said Dr. Vaccaro.  "He will be a key member of the
PacifiCare Behavioral Health management team that is leading our
expansion into the Eastern United States.  We believe his long-
term vision for growth and profitability can help us achieve our
goal as the nation's leading managed behavioral health care
organization."

Currently, PBH contracts with more than 900 treatment facilities
and 19,500 behavioral health practitioners nationwide and covers 4
million members.

Previously, Watkins was CFO for Universal Care, a mixed-model HMO
composed of multi-specialty staff-model medical, dental and
optometry clinics and pharmacies.  During his tenure he served on
the board of directors and was responsible for accounting,
finance, reporting, analysis, investment activities, group rate
setting, contracting strategies and strategic analysis. He has
also held key financial positions at PepsiCo, Inc.'s Taco Bell
subsidiary and Ernst & Young.

Watkins received his bachelor of science degree in Business
Administration: Accounting, with Distinction, from California
State University at Long Beach.

PacifiCare Behavioral Health (PBH) provides mental health,
chemical dependency and employee assistance services to covered
members and maintains a national network of behavioral health care
practitioners.  All three PBH Service Centers hold three-year,
Full Accreditation from the National Committee for Quality
Assurance (NCQA), the most comprehensive and rigorous accrediting
body for managed behavioral health care organizations.  PacifiCare
Behavioral Health is a wholly owned subsidiary of PacifiCare
Health Systems, with clients including health plans, union trust
funds, employers, school districts, and public sector agencies.
More information on PacifiCare Behavioral Health can be obtained
at http://www.pbhi.com/

PacifiCare Health Systems (S&P, BB+ Counterparty Credit Rating,
Stable Outlook) is one of the nation's largest consumer health
organizations with more than 3 million health plan members and
approximately 9 million specialty plan members nationwide.
PacifiCare offers individuals, employers and Medicare
beneficiaries a variety of consumer-driven health care and life
insurance products.  Currently, more than 99 percent of
PacifiCare's commercial HMO health plan members are enrolled in
plans that have received Excellent Accreditation by the National
Committee for Quality Assurance (NCQA).  PacifiCare's specialty
operations include behavioral health, dental and vision, and
complete pharmacy and medical management through its wholly owned
subsidiary, Prescription Solutions.  More information on
PacifiCare Health Systems is available at
http://www.pacificare.com/


PARMALAT GROUP: Brazilian Unit Returns Tomato Plant to Unilever
---------------------------------------------------------------
In November 2003, Parmalat Brasil SA Industria de Alimentos
agreed to buy Industria Brasileira de Alimentos Ltda (Inbal), a
tomato and pulp processing plant in the western state of Goias,
Brazil, from Unilever Plc for an undisclosed sum.  But due to the
financial and legal woes that hit the Parmalat Group, the
Brazilian unit decided to return Inbal to the Anglo-Dutch
consumer goods group.

Earlier this month, Parmalat Brasil sold a yogurt factory in the
northeastern city of Natal to raise cash.  Parmalat Brasil, which
has yet to post a profit since publishing its earnings in 1998,
failed to pay several of its milk suppliers in the wake of its
parent company's scandal.  It has since pledged to pay up by mid-
January 2004.

Parmalat took control of 10% of the pasteurized milk market in
Brazil, 25% of the long-life milk market and 40% of the long-life
carton cream market, according to its 2002 financial statement.
The Company, however, admitted that there has been some
turbulence, especially during the devaluation of the real in 1999
and the devaluation of the Argentine peso in 2002.  The Brazilian
unit posted a $28,000,000 loss in the first three quarters of
2003.

Brazilian authorities are currently examining Parmalat's local
operations.  Ricardo Gontijo, spokesman for the regulation
bureau, said that there has not been a specific request from
European investigators, but local regulators are examining
balance sheets and financial papers that might reveal information
on the Parmalat fallout. (Parmalat Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PG&E NATIONAL: USGen Sues Rockingham to Recover $72MM in Assets
---------------------------------------------------------------
USGen New England, Inc. operates a series of six generating
facilities that comprise the Connecticut River System.  Traveling
south on the Connecticut River System, USGen's hydroelectric
project known as the Bellows Falls Project is the fifth facility
on the river, which is located in both New Hampshire and Vermont.
The project consists of:

   -- a 643-foot long dam that spans the Connecticut River
      between New Hampshire and Vermont;

   -- a 2,804-acre reservoir 26 miles long that runs along the
      borders of several municipalities in both states;

   -- a powerhouse with three generating units with a total rated
      capacity of 40,800 kW; and

   -- associated transmission and electrical equipment.

The powerhouse and a portion of the dam are located in the town
of Rockingham, Vermont in the village of Bellows Falls.  Most of
the dam and reservoir are located in the State of New Hampshire.

The Bellows Falls Project, including all of the property, land
and facilities, is licensed as Project No. 1855 under the terms
of a license issued by Federal Energy Regulatory Commission on
August 3, 1979 pursuant to the Federal Power Act.  USGen is the
sole licensee under the FERC license.

The Bellows Falls Project, on average, generates 226,000 MWH of
electricity per year.  The average annual consumption -- load --
of electricity within Rockingham is in the range of 36,000 MWH,
or only 16% of the electricity generated by the project.  As a
result, Rockingham will, by necessity, sell 84% of the
electricity generated by the project.

On November 21, 2003, the Selectmen of the Town of Rockingham,
pursuant to a vote taken on November 18, 2003, notified USGen of
the commencement of condemnation proceedings, pursuant to, inter
alia, Section 2910 of Chapter 79 of Title 30 of the Vermont
Statutes, for the purpose of taking the Bellows Falls Project by
eminent domain.  The Condemnation Notice states that it is the
intention of the Selectmen to take the Bellows Falls Project for
the purpose of conducting Rockingham's municipal electric utility
operations pursuant to Chapter 79.

The Eminent Domain Proceeding is not before a court or neutral
decision maker.  Rockingham is purporting to act solely through
its own select board to determine whether to proceed with the
taking and to establish the purchase price.  That is, the would-
be buyer is claiming the right to set the purchase price
unilaterally, subject only to USGen's appeal rights.

According to John E. Lucian, Esq., at Blank Rome, LLP, in
Baltimore, Maryland, USGen is in full compliance with all
applicable permits and licenses with respect to the operation of
the Bellows Falls Project.  Those permits are issued almost
exclusively by the federal government and the state of Vermont.
In fact, the FERC license regulates extensively, and exclusively,
the operation of the Bellows Falls Project, subject only to
narrow grants of authority to other governing entities.

In addition, Mr. Lucian informs the Court that there is no
pending or threatened violation of public health, safety or
welfare with respect to USGen's operation of the Bellows Falls
Project, and the Condemnation Notice does not identify any basis
for the Eminent Domain Proceeding.

The Condemnation Notice proposes to take all of USGen's real
property and all related tangible and intangible assets within
Rockingham in return for a $72,046,000 payment.  The sum is
$18,976,100 below the value that the Vermont Superior Court
established as the fair market value of the real property as of
April 1, 2001, without regard to all other assets.

Mr. Lucian tells Judge Mannes that permitting Rockingham to take
the Bellows Falls Project by eminent domain would impact and
undermine the value of the integrated hydroelectric system
located along the Connecticut River.  The project is an important
component of USGen's Connecticut River System.  The significant
legal issues created by the Eminent Domain Proceeding will also
create uncertainty.  Potential purchasers of USGen's Connecticut
River hydroelectric system would have to determine how to value
that system in the face of a protracted eminent domain
proceeding.

Accordingly, USGen asks the Court to declare that the automatic
stay imposed by Section 362(a) of the Bankruptcy Code applies to
the Eminent Domain Proceeding and that Rockingham's continued
prosecution of the Eminent Domain Proceeding is in violation of
the automatic stay.  Moreover, USGen asks the Court to enjoin
Rockingham from prosecuting the Eminent Domain Proceeding. (PG&E
National Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PHYAMERICA: Bankruptcy Court Finds Dr. Steven M. Scott in Contempt
------------------------------------------------------------------
PhyAmerica announced that on January 21, 2004, the Federal
Bankruptcy Court in Baltimore, Maryland held Dr. Steven M. Scott
in contempt of court due to Dr. Scott's violations of a
Preliminary Injunction.

The Preliminary Injunction, issued by the Court on December 19,
2003, prohibits Dr. Scott, for one year or further order from the
Bankruptcy Court, from: (1) meeting with current employees and/or
affiliates of PhyAmerica and from making any representations or
statements concerning the former, current or future operations of
PhyAmerica; (2) communicating with any party to a Provider
Contract or any Provider about the operations of PhyAmerica; and
(3) taking any further actions to procure, service, impair or
otherwise interfere with the North Broward District contracts and
the relationship between the North Broward District and
PhyAmerica.

The Court held that there were at least two instances where
Dr. Scott had acted in violation of the Preliminary Injunction and
announced that the determination of actual damages caused by these
violations would occur at a hearing to be scheduled in the future.
The Court also imposed a $50,000 per incident sanction for any
further contempt on Dr. Scott's behalf. The Court's decision was
issued after two days of hearings, during which the Court found
that there was "clear and convincing evidence" of Dr. Scott's
violations of the Preliminary Injunction.

The Preliminary Injunction was issued by the Court in response to
a Motion for Temporary Restraining Order and Preliminary and
Permanent Injunction filed by the Official Committee of Unsecured
Creditors and NCFE, PhyAmerica's largest creditor. In the Motion,
the Committee and NCFE alleged that Dr. Scott interfered with
PhyAmerica's efforts to reorganize and consummate the sale of
PhyAmerica's assets to R.D. PhyAm Acquisition Corporation ("RDA")
previously approved by the Court.

PhyAmerica anticipates that the closing of the sale to RDA will be
completed by the end of January.


PILLOWTEX CORP: Court Approves KPMG's Engagement as Accountants
---------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court to employ and retain the
firm of KPMG LLP, as their accountants and financial advisors
during the Chapter 11 cases and all related matters, effective as
of the Petition Date.

These are services that KPMG will provide to the Debtors:

    A. Accounting and Auditing Services

       (1) audits of the financial statements of the Debtors as
           may be required from time to time, and advice and
           assistance in the preparation and filing of financial
           statements and disclosure documents required by the
           Securities and Exchange Commission including Forms 10-K
           as required by applicable law or as requested by the
           Debtors in accordance with the April 2, 2003 engagement
           letter;

       (2) audits of any benefit plans as may be required by the
           Department of Labor or the Employee Retirement Income
           Security Act, as amended in accordance with the October
           1, 2002 engagement letter;

       (3) review of the unaudited quarterly financial statements
           of the Debtors as required by applicable law or as
           requested by the Debtors in accordance with the April
           2, 2003 engagement letter; and

       (4) assistance in the preparation and filing of the
           Debtors' registration statements required by the
           Securities and Exchange Commission in relation to debt
           and equity offerings in accordance with the April 2,
           2003 engagement letter;

    B. Tax Advisory Services

       (1) review of and assistance in the preparation of the
           filing of the Debtors' federal tax return and work
           papers in accordance with the May 27, 2002 engagement
           letter and any other tax return as requested by the
           Debtors;

       (2) advice and assistance regarding tax planning issues,
           including calculating net operating loss carry forwards
           and the tax consequences of any proposed plans of
           reorganization, and assistance in the preparation of
           any Internal Revenue Service ruling requests regarding
           the future tax consequences of alternative
           reorganization structures;

       (3) assistance regarding existing and future Internal
           Revenue Service, state and local tax examinations;

       (4) assistance regarding real and personal property tax
           matters, including review of real and personal property
           tax return, tax research, negotiation of values with
           appraisal authorities, preparation and presentation of
           appeals to local taxing jurisdiction and assistance in
           litigation of property tax appeals; and

       (5) assistance regarding federal, state and local payroll
           and unemployment tax matters including inquiries and
           examinations relating to the North Carolina SUI
           restructuring initiatives in accordance with the
           November 6, 2002 engagement letter;

    C. Financial Advisory Services

       (1) advice and assistance in the preparation of reports or
           filings as required by the Bankruptcy Court or the
           Office of the United States Trustee, including any
           monthly operating reports and Schedules of Assets and
           Liabilities or Statements of Financial Affairs and
           Executory Contracts;

       (2) assistance in various analyses of creditor claims;

       (3) assistance with preference or other avoidance actions;

       (4) advice and assistance, as requested, with the
           continuing operation of the Debtors' business in order
           to consummate the proposed transaction with SB Capital,
           to maintain and preserve the assets of the Debtors'
           estates, and to maximize distribution to creditors;

       (5) advice and assistance in the preparation of financial
           information and documents necessary for confirmation of
           the Chapter 11 cases including information contained in
           the disclosure statement;

       (6) attendance at meetings of the Debtors' management and
           counsel focused on the coordination of resources
           related to the continued operation of the Debtors'
           business in order to consummate the proposed
           transaction with SB Capital, to maintain and preserve
           the assets of the Debtors' estates, and to maximize
           distributions to creditors;

       (7) advice and assistance to the Debtors in the
           identification of and, to the extent requested,
           consultation related to the implementation of internal
           cost reduction plans;

       (8) advice and assistance in the review or development of
           labor and employee compensation arrangements; and

       (9) analysis of assumption and rejection issues regarding
           executory contracts and leases.

The Debtors have agreed to pay KPMG fixed fees for these audit
services:

    (i) $72,000 for audit services related to each review of the
        Debtors' consolidated financial statements for the
        quarters ending March 29, June 28 and September 27, 2003;
        and

   (ii) $15,500 for the 2002 audit of some of the Debtors' defined
        benefit plans and health and welfare plans.

To note, the fees for the examination of financial statements for
year ended December 31, 2003 will be determined at the
appropriate time, subject to approval of the Court and the Audit
Committee of the Debtors' Board of Directors.

The Debtors have agreed to compensate KPMG for Hourly Fee
services performed postpetition in accordance with the indicated
hourly rate of each KPMG professional providing services under
the proposed engagement:

          Professional                     Rate
          ------------                 ------------
          Partners                      $400 - 600
          Managing Directors/Directors   380-510
          Senior Managers/Managers       320-420
          Senior Associates              230-330
          Associates                     120-240
          Paraprofessionals               90-120
(Pillowtex Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


POTLATCH CORP: Fourth-Quarter 2003 Results Enter Positive Zone
--------------------------------------------------------------
Potlatch Corporation (NYSE:PCH) reported earnings for both the
fourth quarter and the year 2003, compared to losses in 2002, due
to significantly higher earnings for the company's Wood Products
segment and improved results for its Pulp and Paperboard segment.

Lower fourth quarter 2003 earnings for the Consumer Products and
Resource segments partially offset the positive Wood Products and
Pulp and Paperboard results. A $9.0 million pre-tax charge related
to the elimination of over 100 salaried positions adversely
affected 2002 fourth quarter results. A portion of that charge was
reversed in the fourth quarter of 2003.

For the fourth quarter of 2003, the company reported earnings from
continuing operations of $33.1 million or $1.15 per diluted common
share, compared to a loss from continuing operations of $19.1
million or $.67 per diluted common share for the same period in
2002. Including discontinued operations, the company reported net
earnings of $31.5 million or $1.10 per diluted common share versus
a net loss of $34.5 million or $1.20 per diluted common share for
the fourth quarter of 2002. An additional $2.7 million pre-tax
charge related to a contractual obligation for the Brainerd
facility was recorded in discontinued operations in the fourth
quarter of 2003. The charge should represent the final costs
incurred for the company's printing papers operations. The fourth
quarter of 2002 included a $21.2 million pre-tax charge for
adjustments to disposal costs related to discontinued operations.
Net sales were $403.5 million for the fourth quarter of 2003, a
substantial increase over the $312.1 million recorded in the
fourth quarter of 2002.

The company reported earnings totaling $53.2 million or $1.85 per
diluted common share from continuing operations for the year ended
December 31, 2003, compared to a loss from continuing operations
for 2002 of $50.9 million or $1.79 per diluted common share. Net
earnings for 2003, including discontinued operations, totaled
$50.7 million or $1.77 per diluted common share, compared to a net
loss of $234.4 million or $8.23 per diluted common share in 2002.
Net sales for 2003 were $1.51 billion, compared with $1.29 billion
in 2002.

The Resource segment reported operating income of $17.3 million
for the fourth quarter of 2003 versus income of $20.3 million in
the fourth quarter of 2002. Lower log sales prices and higher
costs for purchased logs in Idaho were partially offset by
increased income from land sales in Arkansas, Idaho and Minnesota.
Segment results for the fourth quarter of 2002 include income from
the sale of surplus land and associated water rights and
irrigation equipment at the Boardman, Oregon, hybrid poplar
plantation.

Operating income for the Wood Products segment was $55.0 million
in the fourth quarter of 2003, a significant improvement compared
to the $17.6 million loss recorded in the fourth quarter of 2002.
"The favorable comparison was primarily due to significantly
higher oriented strand board selling prices and increased
shipments for the fourth quarter of 2003 versus the fourth quarter
of 2002," stated L. Pendleton Siegel, Potlatch chairman and chief
executive officer. "Increased shipments as well as higher prices
for all other panel and lumber products also contributed to the
improved income for the segment," Siegel added.

The Pulp and Paperboard segment reported a fourth quarter
operating loss of $1.3 million, a notable improvement over 2002's
fourth quarter loss of $9.9 million. "Productivity improvements at
the Lewiston, Idaho, pulp and paperboard facility have decreased
per-ton production costs and are primarily responsible for the
favorable comparison," Siegel stated. Increased shipments and
higher sales prices for pulp also positively affected the results,
but were partially offset by lower paperboard sales prices.

The Consumer Products segment reported an operating loss of $0.7
million, down from income of $7.6 million earned in the fourth
quarter of 2002. "Continued competitive markets resulted in an
approximate 5 percent decline in sales prices for consumer tissue
products compared to the fourth quarter of 2002," Siegel said. A
slight increase in fourth quarter product shipments was more than
offset by the lower sales prices and slightly higher production
costs.

Potlatch (Fitch, BB+ Senior Unsecured and BB Senior
Subordinated Ratings, Negative) is a diversified forest products
company with timberlands in Arkansas, Idaho and Minnesota.


READER'S DIGEST: Board Okays Sale & Leaseback of NY Headquarters
----------------------------------------------------------------
The Reader's Digest Association, Inc. (NYSE: RDA) Board of
Directors approved a proposal by the company's management to
pursue the sale and partial leaseback of its corporate
headquarters in Chappaqua, New York.

Under the plan, the company intends to offer the facility for sale
as part of a leaseback arrangement with a term of at least 20
years.  The space retained by the company would be designed to
accommodate its current headquarters workforce of about 800
employees.  The company plans to retain Cushman & Wakefield to
market the facility.

The company expects that a sale would result in a significant cash
transaction, a one-time gain and an ongoing reduction in
maintenance and other operating costs beginning in Fiscal 2005.

"This approach is the best for Reader's Digest, its shareholders
and its employees," said Thomas O. Ryder, Chairman and Chief
Executive Officer.  "It will enable us to 'monetize' an
underutilized asset, in the process strengthening the company's
financial condition and improving shareholder value.  For our
employees, it means continuing to be based at our historic
headquarters, which have been home to Reader's Digest for 65
years.  For Westchester, it means we can continue our role as a
leading county employer and corporate citizen."

Under the plan, the company would sell the property and retain
through lease the office space and other facilities it requires.
The company currently requires less than half of its available
office space, although it pays to maintain the entire facility.
The campus has 690,000 square feet of usable space on 114 acres.

Over the past few years, the company determined that the facility
was far larger than its needs.  Management proposed the plan after
considering at length other options including subletting the
excess space, or selling the facility and moving to a new
location.  A sale and partial leaseback approach was deemed to
provide the best financial return in today's market and is the
least disruptive to the operations.

The headquarters was built in 1939 by Reader's Digest founders
DeWitt and Lila Wallace.  The headquarters is actually in
Chappaqua, although it retained the mailing address of
Pleasantville, where it was based earlier.  The facility expanded
along with the company and for many years housed most of its
operations and staff.  Today, the headquarters staff is smaller,
and the company is configured differently.  It is more
geographically diverse, with offices in many parts of the world to
support what developed into a global business.  In addition to a
staff of 800 in Pleasantville, the company also has almost 2,000
employees in other parts of the United States, including unit
headquarters in Iowa, Wisconsin and Minnesota, and nearly 2,000
employees based in many countries around the world.  Business
units at the Pleasantville facility include:  U.S. Magazines,
including Reader's Digest, the world's largest-selling magazine;
U.S. Books and Home Entertainment; QSP school fundraising; RD
Young Families; Trade Publishing, Financial Services, as well as
Global Operations and Global Information Technology, corporate
staff and other operations.

The Reader's Digest Association, Inc. (S&P, BB Corporate Credit
Rating, Negative Outlook) is a global publisher and direct
marketer of products that inform, enrich, entertain and inspire
people of all ages and all cultures around the world.  Worldwide
revenues were $2.5 billion for the fiscal year ended June 30,
2003.  Global headquarters are located at Pleasantville, New York.


RELIANCE: Robert Steinberg Wants OK to Settle Whalley Litigation
----------------------------------------------------------------
In 1996, Christopher Whalley was terminated from his position as
a flight attendant on a corporate jet owned by Reliance Insurance
Company.  Mr. Whalley filed a lawsuit, arguing that his dismissal
violated the Americans with Disabilities Act, the Employee
Retirement Income Security Act, the New York Human Rights Law,
the New York City Human Rights Law, and the New Jersey Law
Against Discrimination.  At the time, Robert Steinberg was an
officer of RIC and RGH and was named in Mr. Whalley's suit.

Mr. Whalley filed his initial complaint before the United States
District Court for the Southern District of New York as Civil
Action No. 97-CIV-4018 in 1997.  The litigation spawned other
lawsuits, namely Whalley v. Reliance Group Holdings, Inc.,
Reliance Insurance Company, Robert Steinberg, and Plan
Administrator of Reliance Employee Benefit Plan, pending before
the U.S. Court of Appeals for the Second Circuit as Docket No.
01-7085, and John Doe v. Reliance Group Holdings, Inc., Reliance
Insurance Company, and Robert Steinberg, pending before the
Supreme Court of the State of New York, County of New York as
Index No. 104402/01.

On December 29, 2000, the New York Southern District Court
granted Mr. Steinberg's Motion for Summary Judgment on all of Mr.
Whalley's federal law causes of action, but declined to exercise
pendant jurisdiction over his state law claims.  Mr. Whalley
appealed the summary disposition of his federal claims to the
U.S. Court of Appeals for the Second Circuit.  He also filed a
complaint before the Supreme Court for the State of New York
reasserting his state law claims.

When the Debtors filed for bankruptcy protection, the Second
Circuit stayed the Federal Appeal.  The State Action was also
stayed.  In July 2002, the claims against Mr. Steinberg were
severed from the stayed claims against RGH and RIC and litigation
activity resumed against Mr. Steinberg.

Deborah M. Norcross, Esq., at Mason, Griffin & Pierson, in
Princeton, New Jersey, tells Judge Gonzalez that Mr. Steinberg is
an Assured under the Insurance Policies underwritten by:

       * Syndicate 1212 at Lloyd's London as Lead Underwriter,

       * Gulf Insurance, Inc.,

       * International Underwriting Association of London,

       * CNA Reinsurance Company Limited,

       * Zurich Specialties London, Limited,

       * Zurich Reinsurance (London) Limited,

       * X.L. Europe Reinsurance,

       * Federal Insurance Company,

       * London Insurance and Reinsurance Market Association,

       * Executive Risk Indemnity, Inc., and

       * Liberty Mutual Insurance Company.

Any Settlement in the Whalley Litigations is covered by the
Policies.

Ms. Norcross explains that the Policies are assets of RGH and
RIC.  Accordingly, the Underwriters of the Policies require the
approval of the Bankruptcy Court, the Commonwealth Court of
Pennsylvania, and the Pennsylvania Insurance Commissioner before
any proceeds under the Policies may be disbursed.

Mr. Whalley seeks recovery of lost wages and benefits from
November 1996 to the present, compensatory and punitive damages,
and attorneys' fees and costs.  After many lengthy discussions
between the counsel for Mr. Steinberg and the counsel for Mr.
Whalley, the Parties reached an agreement to settle the
litigation for $40,000, inclusive of costs and attorneys' fees.
Mr. Whalley's lowest prior settlement demand was $150,000.  As
required by the Underwriters, Mr. Whalley will execute general
releases in favor of Mr. Steinberg and the corporate defendants
named in the litigation.

Ms. Norcross tells Judge Gonzalez that the Settlement is within
the Underwriters' authority.  The Liquidator does not object to
the Settlement.

Balancing the potential cost and possible recovery of continuing
the litigation with Mr. Whalley against the limited sum of the
Settlement, Ms. Norcross says that the Settlement is necessary.
Mr. Whalley's total potential recovery could exceed $1,000,000,
plus the cost of defense, which likely would exceed $150,000.

By this motion, Mr. Steinberg asks Judge Gonzalez to:

   (1) approve the Settlement;

   (2) authorize the Underwriters to pay the Settlement Amount;

   (3) authorize the Underwriters to pay Mr. Steinberg's past and
       future counsel's fees and disbursements attendant to
       the Whalley Litigations. (Reliance Bankruptcy News, Issue
       No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RELIANT RESOURCES: Will Not Exercise Texas Genco Purchase Option
----------------------------------------------------------------
Reliant Resources, Inc. (NYSE: RRI) did not exercise its option to
acquire CenterPoint Energy, Inc.'s interest in Texas Genco
Holdings, Inc.  The option expired on January 24, 2004.

Reliant Resources, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S., marketing those services under the Reliant Energy
brand name.  The company provides a complete suite of energy
products and services to more than 1.8 million electricity
customers in Texas, ranging from residences and small businesses
to large commercial, industrial and institutional customers.
Reliant also serves large commercial and industrial clients in the
PJM (Pennsylvania, New Jersey, Maryland) Interconnection.  The
company has approximately 20,000 megawatts of power generation
capacity in operation, under construction or under contract in the
U.S.  For more information, visit http://www.reliantresources.com/

As reported in Troubled Company Reporter's January 5, 2004
edition, Fitch Ratings anticipated no immediate change in Reliant
Resources, Inc.'s credit ratings or Rating Outlook based on the
announcement that RRI has prepaid a portion of its outstanding
debt, terminated a $300 million senior priority credit facility,
and reached an agreement with its bank group to allow the
potential acquisition of select generating assets in Texas.

RRI's ratings are as follows:

        -- Senior secured debt 'B+';
        -- Senior unsecured debt 'B';
        -- Convertible senior subordinated notes 'B-';

        -- Rating Outlook Stable.


RELIZON CO: S&P Assigns BB- Credit & $294M Credit Facility Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Relizon Co.'s proposed $294 million senior secured credit
facility. Proceeds will be used to refinance existing bank
indebtedness and for fees and expenses.

At the same time, Standard & Poor's assigned its recovery rating
of '3' to the proposed bank facility, indicating that Standard &
Poor's expects that lenders can expect meaningful (50%-80%)
recovery of principal in the event of a default. Also, Standard &
Poor's assigned its 'BB-' corporate credit rating to Relizon. The
outlook is stable. Pro forma debt outstanding is expected to
approximate $250 million. Dayton, Ohio-headquartered Relizon is a
market leader in the business communications-outsourcing sector.

"Ratings reflect Relizon's concentration in the document solutions
industry, competitive market conditions in the overall print
sector, the mature forms industry, and high debt levels," said
Standard & Poor's credit analyst Michael Scerbo. These factors are
tempered by Relizon's niche position in the fragmented document
management industry, expanded presence in the business
communications industry, experienced management team, significant
recurring revenue stream derived from long-term contracts, and
management's historically conservative financial policy.

In August 2000, Relizon was acquired by The Carlyle Group for $375
million from The Reynolds and Reynolds Co. The company currently
operates two primary segments: Document Solutions and Marketing
and Billing Solutions. The Document Solutions segment, which
accounts for a significant portion of revenues and EBITDA,
benefits from a diversified customer base and a substantial
recurring revenue and cash flow stream, as long-term contracts
account for more than 70% of document management and solutions
sales and renewal rates are over 90%. The marketing and billing
solutions segment, which was significantly enhanced with the
acquisition of Epsilon, a leading marketing solutions provider, is
dependent on marketing budgets and is more susceptible to weak
economic conditions. Still, this segment has diversified the
company's revenue base and created numerous cross-selling
opportunities with Relizon's existing client base, as overlap is
minimal.

Relizon is expected to continue funding its operations in a
conservative manner. In addition, stability at the current rating
level incorporates a balanced approach to funding any potential
acquisitions. Future rating changes and/or outlook revisions are
dependent on management's adherence to its relatively conservative
financial profile.


SAFETY-KLEEN: Court OKs Stipulation Settling Ball Corp.'s Claim
---------------------------------------------------------------
Ball Corporation filed a proof of claim asserting an
administrative expense claim for $50,000,000, against Safety-Kleen
Corp.'s estates, with respect to the El Monte Operable Unit of the
San Gabriel Valley Superfund Site.

The Reorganized Safety-Kleen Debtors and Ball Corp. agree to
resolve their disputes with respect to the Claim.  The salient
terms of the agreement are:

       (1) The Ball Corp. Claim is deemed withdrawn;

       (2) If the District Court for the Central District of
           California does not approve the El Monte Consent
           Decree, then Ball Corp. may re-file the Claim no
           later than 30 days after that denial; and

       (3) All of the Debtors' rights to object to the re-filed
           Claim are preserved.  However, the Debtors will not
           object to the re-filed Claim on the basis that it was
           filed after the Administrative Claims Bar Date.

Judge Walsh approves the stipulation. (Safety-Kleen Bankruptcy
News, Issue No. 72; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SIGHT RESOURCE: Terminates Client-Auditor Relationship with KPMG
----------------------------------------------------------------
On December 15, 2003, KPMG LLP informed Sight Resource Corporation
that the client auditor relationship between the Company and KPMG
would cease upon completion of the audit of the Company's
financial statements as of, and for, the year ended December 28,
2002, and the issuance of their report thereon.

The audit reports of KPMG LLP on the consolidated financial
statements of the Company for the years ended December 29, 2001
and December 30, 2000, did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles, except as
follows:

         KPMG LLP's report on the consolidated financial
statements of the Company as of, and for, the years ended
December 29, 2001 and December 30, 2000, contained a separate
paragraph stating "the Company's recurring losses and its ability
to pay its outstanding debt raise substantial doubt about its
ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."

The Company's 2002 year end financial statements have not been
completed. In the course of the Company's work on those
statements, and in the course of work by KPMG in their audit of
those statements, it was determined that:

         - The statements could not be completed, and an audit of
           the statements could not be completed, until certain
           entries and accounts upon which the statements are
           based are substantiated, reconciled or corrected, as
           applicable, and until completion of the investigation
           into matters discussed below.

         - The Company's internal controls over financial
           reporting appear to be inadequate and should be
           strengthened. In connection with KPMG's uncompleted
           audit of the Company's 2002 consolidated financial
           statements, KPMG informed the Company that certain
           material weaknesses exist in the Company's internal
           controls over financial reporting, including lack of
           timely performance and supervisory review of account
           reconciliations; lack of adequate documentation for
           various journal entries; and lack of sufficient
           management knowledge of the accounting systems.

In March 2003, based on the material weaknesses reported above and
concerns raised by an employee of the Company, KPMG told
management and the audit committee of the Board of Directors that
there was a question whether KPMG could rely on representations of
the Chief Financial Officer serving at that time (but who is no
longer serving as Chief Financial Officer). Subsequently, the
Company began looking for a new Chief Financial Officer and a new
Chief Financial Officer was hired in September 2003. In October
2003, KPMG informed the Company that it had made a determination
that it could no longer rely on the representations of this former
Chief Financial Officer.

In March 2003, KPMG recommended that the Company conduct an
investigation to determine whether the above-referenced accounting
entries were accurate or inaccurate and, if inaccurate, the cause
of the inaccuracy (that is, whether the inaccuracy was caused by
system error or deficiency, error in judgment, negligence,
intentional action or other cause). Legal counsel for the Company
retained another accounting firm, Clark, Schaefer, Hackett & Co.
("CSH") to conduct this investigation.

Also, because of the discovery of errors and deficiencies in
connection with the preparation of the Company's 2002 year-end
financial statements, the Company initiated a review of its 2002
quarterly financial statements.

CSH presented the results of its investigation to the audit
committee of the Board of Directors in September 2003. The reports
presented by CSH stated that CSH had found no direct evidence of
fraudulent entries, defalcations, or deliberate, intentional
misstatements. The reports also stated there were significant
problems with the Company's accounting system, the controls around
the accounting system and management's understanding of the
reports which could be generated by the system. The reports also
presented CSH's recommendations regarding adjustments to the
quarterly financial statements.

As a result, as previously announced, the Company's previously
reported financial results for the first three quarters of fiscal
2002 will be restated. This restatement is a result of the review
and correction of certain entries and completion of related
account reconciliations. A portion of the restatement includes the
correction of the Company's revenue recognition policy, the effect
of which is to reduce revenue related to sales recorded for
merchandise that has not yet been delivered to customers.

The Company has not yet reported results of operations for the
fourth quarter of fiscal 2002 or for the full fiscal year ended
December 28, 2002. The Company currently estimates that it will
report for fiscal 2002 a net loss attributable to common
shareholders in the range of $6.7 million to $7.5 million
inclusive of asset impairment charges estimated in the range of
$2.7 million to $3.3 million. The estimated range of the fiscal
2002 net loss is the same as previously reported by the Company in
May 2003 and repeated earlier in December 2003.

KPMG read the reports of CSH and KPMG was provided with work
papers supporting CSH's investigations. In November 2003, KPMG
informed the audit committee of the Company that they suggested
that further additional procedures for the investigation be
considered. They also suggested that the audit committee engage
counsel to assist in the further investigation. In December 2003,
the Board of Directors of the Company authorized its legal counsel
to proceed to determine what further investigation was needed and
to conduct and/or supervise such further investigation.

The Company has not yet made a determination whether consolidated
financial statements for 2001 need restatement. This issue is
still under consideration.


SOLUTIA: Committee Wants to Implement Screening Wall Procedures
---------------------------------------------------------------
Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, relates that the term "Screening Wall" refers to a
procedure established by an institution to isolate its trading
activities from its activities as a Creditors Committee member.
Among other things, a Screening Wall includes:

   -- the employment of different personnel to perform certain
      functions;

   -- the physical separation of the office and file space;

   -- the procedures for locking committee related files;

   -- the separate telephone and facsimile lines for certain
      functions; and

   -- the special procedures for the delivery and posting of
      telephone messages.

According to Mr. Dizengoff, the Procedures prevent a committee
member's trading personnel from use or misuse of non-public
information obtained by the committee member's personnel engaged
in committee-related activities and also preclude committee
personnel from receiving inappropriate information regarding
trading in Securities in advance of the trades.

By this motion, the Official Committee of Unsecured Creditors,
appointed in the Solutia Inc. Debtors' bankruptcy proceedings,
asks the Court to:

   (a) approve the Screening Wall Procedures; and

   (b) determine that the Committee members, who are engaged in
       the securities trading for others or for their own
       accounts as a regular part of their business, but not
       their affiliates, will not violate their fiduciary duties
       as Committee members by trading in the Debtors' securities
       during the pendency of the Debtors' Chapter 11 cases,
       provided that any Securities Trading Committee Member
       carrying out the trade established, effectively
       implements, and adheres to the information blocking
       policies and procedures that are approved by the Office of
       the United States Trustee.

Mr. Dizengoff explains that although the Committee members owe
fiduciary duties to the creditors, the Securities Trading
Committee Members may also have fiduciary duties to maximize
returns to their clients through trading securities.  Thus, if a
Securities Trading Committee Member is barred from trading the
Debtors' Securities during the pendency of the bankruptcy cases
because of its duties to other creditors, it may risk the loss of
a beneficial investment opportunity for itself or its clients and
may breach its fiduciary duty to its clients.  Alternatively, if
a Securities Trading Committee Member resigns from the Committee,
its interests may be compromised by virtue of taking a less
active role in the reorganization process.  Securities Trading
Committee Members should not be forced to choose between serving
on the Committee and risking the loss of beneficial investment
opportunities or foregoing service on the Committee and possibly
compromising its responsibilities by taking a less active role in
the reorganization process.

Any Committee member wishing to trade in the Debtors' Securities
will file with the Bankruptcy Court a Screening Wall Declaration
by each individual performing Committee-related activities.  The
Declaration will state that the individual will comply with the
Screening Wall Procedures.

According to Mr. Dizengoff, the Committee expressly reserves its
right to seek an alternative form of order allowing Committee
members to trade in the Securities of the Debtors since it may be
impracticable or impossible for certain of the Committee members
to comply with the procedures outlined.

The Committee's counsel has consulted with the Office of the
United States Trustee and the U.S. Trustee's Office has indicated
that it consents to the Committee's request. (Solutia Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SPECIAL VALUE: Fitch Ups Class IV Sr. Sec. Notes' Rating to BB+
---------------------------------------------------------------
Fitch Ratings upgrades four classes of Special Value Absolute
Return Fund, L.L.C. These rating actions are effective
immediately.

        -- $440,000,000 Class I Senior Credit Facility upgraded to
           'AA+' from 'AA';

        -- $60,000,000 Class II Mezzanine Senior Secured Notes
           upgraded to 'A+' from 'A';

        -- $58,000,000 Class III Mezzanine Senior Secured Notes
           upgraded to 'BBB+' from 'BBB';

        -- $15,000,000 Class IV Mezzanine Senior Secured Notes
           upgraded to 'BB+' from 'BB'.

Special Value Absolute Return Fund, L.L.C. is a market value
collateral debt obligation that closed in June 2002. The fund is
managed by Tennenbaum Capital Partners, LLC, a Los Angeles-based
investment manager with approximately $1.7 billion in assets under
management and a focus on fixed-income investing. Additionally,
David L. Babson, an indirect subsidiary of Massachusetts Mutual
Life Insurance Company, acts as a co-manager alongside TCP with
respect to the selection and management of investments.

At inception, the investment manager targeted a portfolio of 40%
high-yield bonds and loans, 30% distressed debt securities, 20%
mezzanine investments, 10% equity securities. . Given the current
economic environment, TCP has defensively positioned the
portfolio. At the January 2, 2004, valuation date, the fund's
portfolio was comprised of approximately 68% high-yield bonds and
loans, 15% distressed debt securities, 9% mezzanine investments
and 8% equity securities.

SVAR is performing well, as illustrated by the fund's consistently
strong over-collateralization cushion. At the January 2, 2004
determination date, the discounted collateral value covered
the senior credit facility by 602% relative to a test level of
100%. The magnitude of cushion is comparable for the mezzanine OC
tests. At the January 2, 2004, determination date the discounted
collateral value covered the class II, III, and IV notes by 260%,
156%, and 144%, respectively, relative to test levels of 100%. The
strong OC coverage of the rated liabilities can be attributed to
the investment manager's stable investment philosophy and sound
investment decisions, coupled with significant gains realized on a
portion of the portfolio investments.

Based on the strong performance of the portfolio and significant
over-collateralization cushion, as well as the experience and
consistent management style of the investment manager, Fitch has
upgraded the rated liabilities of Special Value Absolute Return
Fund, L.L.C.


SPECTRUM SCIENCES: Executes Licensing Pact with German Gov't
------------------------------------------------------------
Spectrum Sciences & Software Holdings Corp. (OTC Bulletin Board:
SPSC), highly focused on Homeland Security through the provision
of full service, quality solutions to complex and diverse
government initiatives, announced the execution of a SafeRange
licensing agreement for its Engineering and Information Technology
division. The site license agreement is with the German Air Force.

"As the United States and our allies continue to ramp up in the
war against terrorism, we anticipate significant growth in our
Engineering and Technology Division," stated Don Garrison, chief
operating officer of Spectrum. "We believe that contracts with
major foreign governments validate the quality and scope of our
services. We have successfully increased the market for our
SafeRange Software products through licensing to allied nations,
and continue to see sales bolstered by world events and the post-
9/11 environment. The Engineering and Technology Division is well-
positioned to take advantage of these opportunities and fully
expects to make additional sales to allied nations in the near
future as we continue to aggressively execute our strategic
vision."

                    The SafeRange Program

Spectrum's SafeRange Program provides a unique planning tool for
military training, allowing analysts to critically manage military
information using satellite imagery through the generation of
Weapon Safety Footprint areas. In addition, airspace managers can
visualize airspace data information to affect the design,
development, display and other parameters in the measurement and
storage of complex airspace displays and database information.

Spectrum Sciences & Software Holdings Corp. is highly focused on
Homeland Security through the provision of full service, quality
solutions to complex and diverse government initiatives.  Spectrum
is dedicated to providing innovative, dependable and cost-
effective products and services to a broad range of government
customers and is headquartered in Fort Walton Beach, Florida.
Founded in 1982, the company currently has over 130 employees.
Primary markets include engineering services, operation,
maintenance, information technology and manufacturing. Spectrum
provides and maintains Software Model Development and Safety
Footprint Development to the United States Air Force, the United
States Army, the United States Navy and many of our allied
nations.  Spectrum also operates and manages the largest air-to-
ground bombing range in the United States, located in Gila Bend,
Arizona. The Information Technology Division provides a full range
of IT services, including web site development and hosting,
software development and GIS services.  The company's
manufacturing division is ISO 9001/2000-qualified and provides a
broad array of services for both commercial and Department of
Defense customers. The company has, or has had, contracts with the
United States Air Force, including the Air Combat Command (ACC),
the Air Force Reserve Command (AFRC); the Air Force Special
Operations Command (AFSOC); the Air National Guard (ANG); the
Department of Navy, including United States Navy (USN); United
States Marine Corps (USMC); the Royal Australian Air Force (RAAF);
the Royal Air Force (RAF) and the German Air Force (GAF).  To find
out more about Spectrum, visit http://www.specsci.com/

At September 30, 2003, Spectrum Sciences' balance sheet shows a
working capital deficit of about $3 million, and a total
shareholders' equity deficit of about $1 million.


SUMMITVILLE TILES: Turns to Aurora Management for Financial Advice
------------------------------------------------------------------
Summitville Tiles, Inc., seeks permission from the U.S. Bankruptcy
Court for the Northern District of Ohio, Eastern Division, to hire
Aurora Management Partners, Inc., as its Financial Advisor.

In this engagement, Aurora Management will:

     a. advise the Debtor on the amount, and probably sources,
        of net operating income that the Debtor can reasonably
        expect to have available in the future for the payment
        of its obligations under any confirmed plan of
        reorganization;

     b. advise the Debtor on various amortization and debt
        service proposals whereby the Debtor can repay its
        creditors under the terms of any confirmed plan of
        reorganization;

     c. advise the Debtor as to possible alternative sources of
        debt or equity funding to be used to finance all, or a
        portion, of any confirmed plan of reorganization;

     d. advise the Debtor on various alternatives for the
        structure and ownership of the reorganized Debtor, as
        well as the possible lax and investment advantages
        inherent in various ownership structures;

     e. provide the Debtor with a valuation of its business as a
        going concern, in order to assist the Debtor in
        evaluation whether, and under what circumstances, it
        might be appropriate for the Debtor to sell its business
        operations to a third-party as part of a plan of
        reorganization; and

     f. perform other analyses, and to provide other advice, in
        connection with the Debtor's financial affairs and the
        structure and funding of any proposed plan of
        reorganization.

Aurora Management will be paid monthly on these terms:

     a. David M. Baker, CPA, Principal and a Senior Consultant
        based in Hickory, North Carolina, at a rate of $200 per
        hour;

     b. Charles A. Soule, CTP, Principal and a Senior Consultant
        based in Atlanta, Georgia, at a rate of $250 per hour;

     c. Richard C. Kennedy, Consultant based in Chattanooga,
        Tennessee, at a rate of $175 per hour;

     d. Travel time from base of operation to Debtor's location
        will be included at one-half rate; and

     e. A $25,000 retainer.

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.


TELESYSTEM: Extends Sale Pacts for Holders of Less Than 100 Shares
------------------------------------------------------------------
Telesystem International Wireless Inc. announced that the Sale and
Purchase Arrangements for Holders of less than 100 Shares, which
were scheduled to expire on January 26, 2004, will be extended
until 5:00 p.m. EST on March 31, 2004.

The programs enable registered and beneficial shareholders of TIW
who own 99 or fewer common shares of record as of December 8,
2003, to sell or purchase shares without incurring any brokerage
commission.

TIW has retained Computershare Trust Company of Canada to manage
the programs and handle share transactions and payment.
Shareholders who wish to benefit from the advantages offered under
these programs must complete, or give instructions to their
brokers to complete, the documentation provided in December 2003
by TIW and forward such documentation to Computershare, as
instructed.

Questions should be directed to Computershare at:

      Toll free (Canada and US):   1-800-564-6253
      International:               1-514-982-7800
      Hours of Operation:          8:30 a.m. - 8:00 p.m. EST

TIW (S&P, B- Long-Term Corporate Credit Rating, Stable Outlook) is
a leading cellular operator in Central and Eastern Europe with
almost 4.2 million managed subscribers.  TIW is the market leader
in Romania through MobiFon S.A. and is active in the Czech
Republic through Cesky Mobil a.s.  The Company's shares are
listed on the Toronto Stock Exchange ("TIW") and NASDAQ ("TIWI").


TIME WARNER TELECOM: Pitches Winning Bid for EBS Fiber Assets
-------------------------------------------------------------
Time Warner Telecom (Nasdaq: TWTC), a leading provider of managed
voice and data networking solutions for businesses in Oregon and
21 other states, announced the successful bid for fiber assets of
Enron Broadband Services in the Portland area.  Time Warner
Telecom won the competitive auction on Jan. 14, 2004, with the
sale closing on Jan. 22, 2004.

"This purchase enables us to serve even more Portland customers,
many of whom have asked us to expand our network to their offices
and buildings in the greater Portland metro area, in particular
the Lloyd Center Business District," said Jon Nicholson, vice
president and general manager for Time Warner Telecom in Portland.
"We'll be able to deliver these new customers highly reliable,
integrated voice, data and dedicated Internet services as well as
providing the reach, speed, and reliability of our 4,200 route-
mile, high-capacity Western Regional Network from Portland north
to Seattle and Spokane and south and East to California, Arizona,
and Idaho.

The asset purchase extends the Time Warner Telecom local fiber
network to 158 route miles in Portland to serve local customers in
the near Eastside and Lloyd Center business districts as well as
Beaverton, Hillsboro, Tigard, and Vancouver, Wash.  In addition,
the acquisition will allow the Company to manage its metro network
more efficiently.

Time Warner Telecom Inc. (S&P, B Corporate Credit Rating,
Negative), headquartered in Littleton, Colo., delivers "last-mile"
broadband data, dedicated Internet access and voice services for
businesses in 44 U.S. metropolitan areas.  Time Warner Telecom
Inc., one of the country's premier competitive telecom carriers,
delivers fast, powerful and flexible facilities-based metro and
regional optical networks to large and medium customers.  Visit
http://www.twtelecom.com/for more information.


TOWN SPORTS INT'L: Launches Senior Discount Debt Offering
---------------------------------------------------------
Town Sports International Holdings, Inc., plans to offer senior
discount notes in a private placement.  Net proceeds from the
offering will be used to redeem preferred stock and to pay a
shareholder dividend.

The senior discount notes will rank senior to the Company's future
subordinated debt and pari passu to the Company's future senior
debt.  The senior discount notes will be effectively subordinated
to the Company's future secured debt and will be structurally
subordinated to all of the indebtedness of Town Sports
International, Inc. and its subsidiaries.

The offering will be a private placement under Rule 144A of the
Securities Act of 1933 and will be made only to qualified
institutional buyers and to certain persons in offshore
transactions in reliance on Regulation S under the Securities Act
of 1933.  The senior discount notes will not be registered
under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements.

Town Sports International's September 30, 2003 balance sheet shows
a working capital deficit of about $4 million, and a total
shareholders' equity deficit of about $33 million.


TRITON AVIATION: S&P Keeps Low-B & Junk Note Ratings on Watch Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Triton
Aviation Finance's $720 million floating- and fixed-rate class A-1
and A-2 notes on CreditWatch with negative implications. The notes
are backed by lease rentals generated by a portfolio of 51
aircraft. At the same time, the ratings on the class B and C notes
remain on CreditWatch, where they were placed July 23, 2003.

The CreditWatch placement is due to continued asset quality
challenges, including a further severe value deterioration, as
indicated by the most recent appraisals; increased aircraft-on-
ground levels; and a large scheduled remarketing obligation during
2004.

Standard & Poor's believes these factors will negatively impact
portfolio revenues for the foreseeable future, resulting in
reduced debt service capacity for all classes of notes. Payments
of interest to the class C noteholders are expected to be deferred
on next month's interest payment date; therefore, the CreditWatch
review will focus on the class A and B notes.

Standard & Poor's expects to resolve the CreditWatch placement on
all classes of notes following the February 2004 interest payment
date.

             RATINGS PLACED ON CREDITWATCH NEGATIVE
                    Triton Aviation Finance

             Class               Rating
                            To                From
             A-1         A-/Watch Neg      A-/Negative
             A-2         A+/Watch Neg      A+/Negative

             RATINGS REMAINING ON CREDITWATCH NEGATIVE
                    Triton Aviation Finance

             Class       Rating
             B-1         BB/Watch Neg
             B-2         BB/Watch Neg
             C-1         CC/Watch Neg
             C-2         CC/Watch Neg


TYCO INT'L: Declares Regular Quarterly Dividend Payable on May 3
----------------------------------------------------------------
The Board of Directors of Tyco International Ltd. (NYSE: TYC, BSX:
TYC) declared a regular quarterly cash dividend of one and one
quarter cents per common share.  The dividend is payable May 3,
2004 to shareholders of record April 1, 2004.

Tyco International Ltd. (Fitch, BB+ Senior Unsecured Debt and B
Commercial Paper Ratings, Stable Outlook) is a diversified
manufacturing and service company.  Tyco is the world's leading
provider of both electronic security services and fire protection
services; the worlds' leading supplier of passive electronic
components and a leading provider of undersea fiber optic networks
and services; a world leader in the medical products industry; and
the world's leading manufacturer of industrial valves and
controls. Tyco also holds a strong leadership position in plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2003 revenues from continuing operations of approximately
$37 billion.


UAP HOLDING: S&P Assigns B- $82.5M Senior Discount Notes Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to UAP Holding Corp., the parent company of crop
protection and agriculture distributor United Agri Products Inc.
(UAP; B+/Stable/--). At the same time, Standard & Poor's assigned
its 'B-' rating to UAP Holding's $82.5 million senior discount
notes due 2012.

These notes will have no credit impact on the ratings of operating
company United Agri Products, which have been affirmed. These
include a 'B+' corporate credit rating, a 'BB-' senior secured
credit facility rating, and a 'B' senior unsecured notes rating.
UAP Holding and United Agri Products have the same corporate
credit rating, as Standard & Poor's analyzes them on a
consolidated basis.

Proceeds from UAP Holding's senior discount notes will be used to
pay a dividend to the holders of UAP's common stock. They will
also be used to redeem a portion of UAP's outstanding series A
redeemable preferred stock and to pay fees and expenses associated
with this offering.

UAP Holding's senior discount notes are rated two notches below
the corporate credit rating, reflecting their deeply subordinated
position to the large amount of debt at UAP, the operating
company.

The outlook on the Greeley, Colo.-based UAP Holding is stable.

"The ratings reflect UAP's high debt levels following its
leveraged spin-off from ConAgra Foods Inc. (BBB+/Stable/A-2)
completed Nov. 24, 2003, and also reflect UAP's participation in a
highly variable and competitive farm supply industry," said
Standard & Poor's credit analyst Ronald Neysmith. "Somewhat
mitigating these factors are the company's national distribution
channels and defendable market share."

Growth trends for the chemical and fertilizer sectors are expected
to be flat for the next couple of years as higher volumes are
offset by pricing declines, a result of patent roll-offs. The
fertilizer line, meanwhile, has been partially pressured by
natural gas pricing. Seed products, however, are expected to
perform better as the company bundles seeds with complementary
chemicals and as genetically modified crops become more accepted.

UAP's business is seasonal and based on planting, growing, and
harvesting cycles. Typically, more than half of its sales occur
during the second calendar quarter of each year, during the spring
planting season. As a result of this seasonality, the company
experiences significant fluctuations in revenues, income, and
working capital levels from quarter to quarter. Weather, farmer
income, world agriculture production, and government policies in
relation to agriculture are also important variables that can
affect results. Thus, during the past couple of years, UAP has
experienced volatile earnings performance.


UNIQUE BROADBAND: Nov. 30 Working Capital Deficit Tops C$1 Mill.
----------------------------------------------------------------
Unique Broadband Systems, Inc. (TSX Venture: UBS) reported its
results for the second quarter of fiscal 2004, which ended
November 30, 2003. (All amounts are expressed in Canadian dollars
unless specified otherwise).

The net loss for the quarter was $7.4 million, or $0.07 per common
share, compared with a net loss of $4.2 million, or $0.04 per
common share in the prior year. The change was primarily
attributable to one-time charges of $6.3 million resulting from
the divestiture of the Company's engineering and manufacturing
business. Approximately $1.5 million of these one-time charges
were cash with the remainder being non cash charges. The Company
has reclassified its operations relating to this business as
"Discontinued Operations" for all reporting periods in the
consolidated financial statements ended November 30, 2003.

At November 30, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $1 million, while total shareholders' equity shrank to about
$15 million, from about $23 million six months ago.

Effective November 30, 2003, the Company received regulatory
approvals from the CRTC to permit the exercise of its fully funded
option to purchase 6,207,427 shares of Look Communications Inc.
(TSX Venture: LOK), conditional on changes to the Company's
capital structure. The shareholders approved the necessary changes
at the recent Annual and Special Meeting of Shareholders and, on
December 30, 2003, UBS exercised its option and now holds the
controlling interest in Look. As a result, the Company commenced
consolidating the operations of Look on November 30, 2003. The
operating results for Look from June 1, 2003 to November 30, 2003
were accounted for using the equity method.

Look delivers a full range of communications services, including
high-speed and dial-up Internet access, web applications, digital
television distribution and superior customer service to both the
business and residential markets across Canada. Look provides
Internet access services to more than 1,300 businesses and leads
the Canadian web hosting market with the product Look
EasyHosting(TM) -- http://www.easyhosting.com/-- servicing more
than 11,000 businesses. Look is also one of Canada's top domain
name providers having registered more than 200,000 domain names
since 2000. The Company offers all high-speed business customers
the option to purchase their value added services such as email,
web hosting, FTP, E-commerce, virus scanning and more at a 15%
discount off their unbundled rates providing a complete business
internet solution to the Canadian SME marketplace.

Subsequent to its quarter-end, Look announced it was providing the
next generation broadband service to small and medium sized
businesses (SMEs) in seven areas of the Greater Toronto Area. The
new offerings, which include cost-effective symmetrical and
"broadband on demand" services, have already been launched in
Vaughan/Concord, where numerous SMEs are already benefiting from
significantly increased upload speeds. Service in the remaining
areas is scheduled to be launched throughout 2004. During the
quarter, UBS sold to Look the equipment necessary to deploy the
high-speed broadband network. Consideration received for the sale
is a secured promissory note, payable on the earlier of 15 days
after Look completes a public financing in the amount of at least
$1.5 million, or December 31, 2004. Look has the right to prepay
the note at any time. The Company can now focus its full resources
on Look to maximize its value for its customers, employees and
shareholders.

UBS is a publicly listed Canadian company that has investments in
broadband assets, licensed spectrum and a 51% equity investment in
Look Communications Inc. (TSX Venture: LOK). With its licensed
spectrum through its affiliate, Look Communications, UBS is a
Canadian digital television broadcaster and broadband wireless
service provider. The Company's web sites may be found at
http://www.uniquebroadband.com/and http://www.look.ca/


UNITED AIRLINES: OurHouse Asks Court to Disqualify Kirkland
-----------------------------------------------------------
Steven M. Hartmann, Esq., at Freeborn & Peters, informs the Court
that Kirkland & Ellis represented OurHouse in a litany of legal
matters, including negotiations with United Loyalty Services,
Inc.

Kirkland reviewed agreements and drafted an operating agreement
between OurHouse and ULS.  Subsequently, OurHouse filed a lawsuit
against ULS before the Circuit Court of Cook County, Illinois.
The Suit is directly related to the agreements that Kirkland
reviewed and drafted.  Kirkland advised OurHouse on assessing the
Claim it brought against one of the United Airlines Debtors.  Now,
Kirkland seeks to prevent its former client from pursuing its
claim, as well as passing commentary on the merits of a
transaction they negotiated on behalf of OurHouse.

As a result, OurHouse asks Judge Wedoff to reconsider the Order
approving Kirkland's employment.  In the alternative, OurHouse
asks the Court to:

   (a) disqualify Kirkland from representing the Debtors in any
       matter involving OurHouse in these cases; and

   (b) striking all pleadings adverse to OurHouse filed by
       Kirkland in these cases.

Mr. Hartmann asserts that Kirkland failed to disclose the
conflicts of interest it has with OurHouse.  The Court should
reconsider Kirkland's employment because the law firm is not
"disinterested" as required by Section 327(a) of the Bankruptcy
Code.  Additionally, Kirkland's previous representation of
OurHouse in matters related to the Debtors' proceedings should
disqualify Kirkland as being in derogation of Rule 83.51.9 of the
Professional Rules of Conduct.  Kirkland must be disqualified
from representing the Debtors in these cases. (United Airlines
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED RENTALS: Prices Senior Notes & Senior Sub. Notes Offers
--------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) priced its offerings of $1
billion of senior notes and $375 million of senior subordinated
notes.  The senior notes will bear interest at 6-1/2% and be due
in 2012, and the senior subordinated notes will bear interest at
7% and be due in 2014.  The company expects to use the proceeds
from these offerings to refinance existing debt as previously
announced.

The anticipated closing dates are January 28, 2004, for the senior
subordinated notes, and February 17, 2004, for the senior notes.
The company expects that, concurrently with the senior notes
closing, it will replace its existing senior secured credit
facility with a new senior secured credit facility as previously
announced.  The senior notes closing, but not the senior
subordinated notes closing, is conditioned on: (i) the company
obtaining the new credit facility and (ii) at least $516 million
aggregate principal amount of outstanding 10-3/4% Senior Notes due
2008 being tendered to the company pursuant to the company's
previously announced tender offer.

United Rentals, Inc. (S&P, BB Corporate Credit Rating) is the
largest equipment rental company in North America, with an
integrated network of more than 750 locations in 47 states, seven
Canadian provinces and Mexico. The company serves 1.8 million
customers, including construction and industrial companies,
manufacturers, utilities, municipalities, homeowners and others.
The company offers for rent over 600 different types of equipment
with a total original cost of approximately $3.6 billion.


UNITEDGLOBALCOM INC: Extends Rights Offering Until February 12
--------------------------------------------------------------
UnitedGlobalCom, Inc. (Nasdaq: UCOMA, UCOMR), extended the
expiration time for its previously announced rights offering to
5:00 p.m., New York City time, on Thursday, February 12, 2004,
unless terminated or further extended by UGC.

As a result of the extension of the expiration time, the deadline
for holders of Class A rights to have an order to the subscription
agent for the subscription agent to sell Class A rights on their
behalf has been extended to 11:00 a.m., New York City time, on
February 5, 2004, the fifth business day before the expiration
time.  The last date that the subscription agent will attempt to
sell Class A rights on behalf of holders that make such an order
has been extended to 5:00 p.m., New York City time, on Monday,
February 9, 2004, the third business day before the expiration
time.   Foreign holders will now have until 11:00 a.m., New York
City time, on February 5, 2004 to notify and provide acceptable
instructions to the subscription agent regarding the transfer or
exercise of rights.

The close of business on January 21, 2004 was the record date for
the issuance of the rights to UGC's stockholders.  Based on the
number of shares outstanding at the record date, UGC distributed:

     --  82,950,198 Class A rights to holders of UGC Class A
         common stock, which number may be increased to account
         for rounding,

     --  2,295,445 Class B subscription rights to the holder of
         UGC Class B common stock, and

     --  84,874,594 Class C subscription rights to holders of UGC
         Class C common stock.

Each whole Class A right will entitle each holder of record to
purchase one share of Class A common stock, each whole Class B
right will entitle each holder of record to purchase one share of
Class B common stock and each whole Class C right will entitle
each holder of record to purchase one share of Class C common
stock, each at a subscription price of $6.00 per share.  In
addition, each rightsholder who exercises all of its rights will
be entitled to subscribe, at the same per share subscription
price, for up to that number of shares of common stock that are
not purchased by other holders of the same class of rights.  The
Class A subscription rights are traded on the Nasdaq National
Market under the symbol "UCOMR."

UGC is the largest international broadband communications provider
of video, voice, and high-speed Internet services with operations
in 15 countries.  Based on UGC's operating statistics at
September 30, 2003, the company's networks pass 12.6 million homes
and serve over 9 million RGUs, including 7.4 million video
subscribers, 717,900 voice subscribers and 868,000 high-speed
Internet access subscribers. Visit http://www.unitedglobal.com/
for further information about the company.


USA INSPIRED: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: USA Inspired Designs, Inc.
        dba Designspirations
        110 Allie Bean Drive
        Livingston, Texas 77351
        Tel: 936-327-7502

Bankruptcy Case No.: 04-90060

Type of Business: The Debtor is a company of creative designs,
                  inspirational merchandising and introduces
                  gift, decor and seasonal items.
                  See http://designspirations.com/

Chapter 11 Petition Date: January 24, 2004

Court: Eastern District of Texas (Lufkin)

Debtor's Counsel: Garry A. Offerman, Esq.
                  Offerman & King, L.L.P.
                  6420 Wellington Place
                  Beaumont, TX 77706
                  Tel: 409-860-9000
                  Fax: 409-860-9199

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
Eagleton Direct Exports, Ltd.               $100,000

Greating Marine                              $95,000

Dept. of the Treasury                        $75,896

Honest Shenzhen                              $64,026

Delmar International                         $28,223

Farmer Logistics                             $27,500

Robert F. Barnes                             $25,000

Yanzhou Huini Imports                        $22,744

Huangzhou Xinlong Artificial                 $21,475

Sum Burst Truck Lines, Inc.                  $21,000

Wong Tat Hong/Goldson                        $20,225

Hangzhou Cofna I/E Co.                       $19,032

Chaozhou Development Zone                    $17,824

Dezhou Ruiqing Gifts                         $15,466

Chouzhou Dev. Zone                           $12,336

Central Freight                              $10,041

Landstar                                      $9,350

AGAM Group, Ltd.                              $8,000

Fedex Freight East                            $7,000

Crown Lifts                                   $6,786


WEIGHT WATCHERS: Will Publish Q4 and FY 2003 Results on Feb. 24
---------------------------------------------------------------
Weight Watchers International Inc. (NYSE: WTW) will release its
results for the fourth-quarter and full-year 2003 after the NYSE
close on Tuesday, February 24, 2003.

The Company has scheduled a conference call on February 24th at
5:00 p.m. ET. During the conference call, Linda Huett, president
and chief executive officer, and Ann Sardini, chief financial
officer, will discuss fourth-quarter and full-year results and
answer questions from the investment community.

Live audio of the conference call will be simultaneously webcast
over the Internet on the Company's corporate Web site at
http://www.weightwatchersinternational.com/  A replay of the
webcast will be available on this site for 30 days.

Weight Watchers International, Inc. (S&P, BB Corporate Credit and
Senior Secured Debt Ratings, Stable Outlook) is the world's
leading provider of weight loss services, operating in 30
countries through a network of company-owned and franchise
operations.  Weight Watchers holds over 44,000 weekly meetings
where members receive group support and education about healthy
eating patterns, behavior modification and physical activity.  In
addition, Weight Watchers offers a wide range of products,
publications and programs for those interested in weight loss and
weight control.


WELLSFORD REAL: Will Make $46MM Asset Reduction re Whitehall JV
---------------------------------------------------------------
Wellsford Real Properties, Inc. (AMEX: "WRP") expects to record
non-cash reductions aggregating approximately $46 million (or
$7.13 per common share) to the carrying amount of certain of its
assets in the fourth quarter of 2003.

Based on the September 30, 2003 financial statements, after the
effect of the aforementioned reductions WRP's net book value would
be reduced to $20.57 per share. The adjustments relate to an
impairment charge taken by Wellsford/Whitehall Group L.L.C., a
joint venture between WRP and the Whitehall Funds, affiliates of
The Goldman Sachs Group, Inc. Another Goldman Sachs affiliate
manages the Venture.

The Venture, in which WRP has a 32.59% equity interest, recorded
an impairment charge of $113 million relating to certain assets in
its portfolio. It currently owns and operates 2.7 million SF of
office buildings situated predominantly in suburban Boston and New
Jersey markets. Currently these buildings are approximately 62%
leased and are subject to several first lien mortgages totaling
approximately $202 million (or $75 per SF). The final amount of
the impairment charge is subject to the completion of the annual
audit.

Prior to the recording of the fourth quarter impairment charge,
the net real estate assets of the Venture as of September 30, 2003
were $357.3 million and members' equity was $181.2 million. This
impairment provision represents an approximate reduction of 32% in
the Venture's net real estate assets and a reduction of 62% in
members' equity (to $68 million).

The magnitude of the impairment charge is the result of several
factors including a continued deterioration of and outlook for the
suburban office submarkets where the Venture's properties are
situated. Specifically, these include decreasing market rents,
slower absorption trends and greater tenant concession costs. The
Venture anticipates that average new rents for its properties
could decrease in 2004 from those existing in early 2003 in excess
of 15%. With regard to six of the Boston properties, which
collateralize $65 million of non-recourse securitized debt, the
Venture has requested a dialogue with the special servicer to
discuss various forms of debt relief. There can be no assurance of
the outcome of these discussions. Approximately 68% (or $77
million) of the Venture's impairment reserve relates to these
Boston properties.

The reductions in the carrying amount of WRP's assets include its
$37 million share of the Venture charge, and as a result of the
charge, an aggregate of $9 million in charges attributable to the
balance of the unamortized basis difference of WRP's investment in
the Venture and to certain deferred income tax assets. After the
reductions, WRP's investment in the Venture is approximately $15
million. WRP will continue to evaluate whether further reductions
to the carrying amount of its investment are appropriate. In
addition, the adjustments are subject to year-end audit procedures
by WRP's independent auditors. These charges will cause WRP's
consolidated net worth to fall below a minimum covenant
requirement contained in a credit enhancement agreement supporting
$12.7 million of outstanding bonds with respect to its Palomino
Park project.

WRP and Whitehall continue to analyze the various alternatives
available to them including the need for additional capital in the
Venture and their respective "buy-sell" rights. At the end of
2003, WRP held $82 million in cash and short term government
securities to respond to various opportunities or requirements as
they present themselves, including the repayment of the $12.7
million Palomino Park Bonds.

Wellsford Real Properties, Inc. is a real estate merchant banking
firm organized in 1997 and headquartered in New York City which
acquires, develops, finances and operates real estate properties
and organizes and invests in private and public real estate
companies.


WEYERHAEUSER CO.: Reports Slight Decline in Fourth-Quarter Results
------------------------------------------------------------------
Weyerhaeuser Company (NYSE: WY) reported fourth quarter net
earnings of $92 million, or 41 cents per share, on net sales of
$5.1 billion.  This compares with $126 million, or 57 cents per
share, on net sales of $4.7 billion for the fourth quarter of
2002.

Fourth quarter 2003 earnings include the following after-tax
items:

    -- A charge of $29 million, or 14 cents per share, for closure
       of facilities.

    -- A charge of $17 million, or 8 cents per share, for
       integration and restructuring activities.

    -- A charge of $5 million, or 2 cents per share, associated
       with the settlement of litigation.

    -- A gain of $40 million, or 18 cents per share, on the sale
       of timberlands in Tennessee and the Carolinas.

Fourth quarter 2002 earnings include the following after-tax
items:

    -- Gains of $95 million, or 42 cents per share, on the sale of
       timberlands in Washington state net of costs associated
       with the closure of related Wood Products and Timberlands
       operations, a reduction in depreciation resulting from an
       adjustment to the preliminary purchase price allocation for
       the Willamette acquisition and the benefit from insurance
       proceeds covering a business disruption.

    -- Charges of $57 million, or 26 cents per share, for the
       termination of the former MacMillan Bloedel pension plan
       for U.S. employees, acquisition and integration of
       Willamette Industries and the closure of other facilities.

Net sales in 2003 were $19.9 billion compared with $18.5 billion
in 2002. For the full year 2003, Weyerhaeuser reported net
earnings of $277 million, or $1.25 per share, compared with $241
million, or $1.09 per share for the full year 2002.

Significant 2003 accomplishments:

    -- Reduced Weyerhaeuser Company debt, excluding Real Estate
       and Related Assets, by approximately $1.1 billion to $11.6
       billion.  Total company debt, which includes Real Estate
       and Related Assets, was reduced by approximately $1.1
       billion to $12.5 billion at year-end.  Weyerhaeuser
       continues to make excellent progress toward achieving its
       target financial ratios.

    -- Captured $300 million in synergies from the Willamette
       acquisition in half the projected time.

    -- Sold approximately 444,000 acres of non-strategic
       timberlands.

    -- Reduced capital spending, excluding Real Estate and Related
       Assets, to approximately $626 million, a 35 percent
       decrease from $960 million the prior year.

    -- Continued to rationalize the company's manufacturing system
       by closing 12 facilities.  In addition, Weyerhaeuser
       significantly improved the productivity of its remaining
       manufacturing operations.

"Thanks to the hard work of our employees, during 2003 we
successfully completed the integration of Willamette, captured the
synergies and continued to reduce debt despite very challenging
economic conditions," said Steven R. Rogel, chairman, president
and chief executive officer.  "Continuing consolidation and a
changing customer base are driving significant changes within the
forest products industry.  These changes underscore the importance
of the strategies we pursued in 2003 to aggressively reduce costs,
increase productivity, and maintain strong relationships with our
customers and suppliers.  We're pleased with the progress we made
this year, but we recognize that we must constantly improve if we
are going to successfully respond to these market challenges.

"In 2004, we plan to become even more efficient and to continue
working closely with customers to meet their needs," Rogel said.
"This will mean developing the most productive manufacturing
system in the industry.  We'll also continue reducing debt and
maximizing our return on assets to position Weyerhaeuser to
compete successfully in our evolving industry."

Excluding the pre-tax gain of $61 million in the fourth quarter on
the sale of non-strategic timberlands in Tennessee and the
Carolinas, fourth quarter earnings were down slightly from third
quarter.  Stronger log prices and improved export markets in the
West were offset by lower seasonal fee harvest and lower domestic
sales volumes.  Log prices in the South remained flat, but lower
seasonal fee harvest caused a reduction in earnings.

First quarter earnings are expected to be higher than the fourth
quarter -- adjusted for the sale of non-strategic timberlands in
the fourth quarter -- due to higher domestic log sales volumes and
prices in the West, and higher planned fee harvest in the South.

The net reduction in earnings from the third quarter was due
primarily due to volatile prices for wood products.  Prices
increased for oriented strand board and plywood before declining
sharply late in the quarter. Declines in Western lumber prices,
lower volumes and higher raw material costs reduced lumber
results.  Higher OSB prices negatively affected margins for
engineered wood products.  The late quarter decline in structural
panel prices negatively affected earnings in the company's
building products distribution centers.  Wood Products recognized
pre-tax charges of $13 million in the fourth quarter compared with
$31 million in the third quarter for the closure of facilities.
The segment also incurred $22 million in countervailing and
anti-dumping duties and related costs on Canadian softwood lumber
the company sold into the United States in the fourth quarter.
This compares to $25 million in the third quarter.  For the year,
Weyerhaeuser incurred $97 million in countervailing and anti-
dumping duties.

First quarter results are expected to be lower than fourth quarter
due primarily to price decreases in lumber and structural panels.
The company expects the Canadian softwood lumber issue to continue
to affect earnings.

A weak paper market combined with pre-tax charges of $30 million
associated with the closure of the paper machine at Longview,
Wash., resulted in significantly lower earnings compared with the
prior quarter.  Paper prices were slightly lower during the
quarter.  To balance supply to demand, the paper business took
96,000 tons of market-related downtime during the quarter. Pulp
earnings were steady as higher pulp prices were mostly offset by
higher manufacturing costs.

First quarter losses are expected to narrow from fourth quarter
due to increased demand for fine paper and improving softwood pulp
prices.

Excluding pre-tax charges of $40 million in the third quarter
associated with the closure of facilities and settlement of
litigation, fourth quarter earnings were down $50 million from
third quarter.  Prices for boxes and containerboard declined
through the quarter.  Packaging volumes declined seasonally, but
were higher than levels a year ago. Manufacturing costs rose
modestly during the quarter.  The mills took 71,000 tons of
market-related downtime to adjust production to the seasonal
decline in shipments.

Earnings in the first quarter are expected to be down slightly due
primarily to higher raw material costs for old corrugated
containers. This is expected to be partially offset by anticipated
containerboard price increases late in the quarter.  Volumes
should improve seasonally and year-over-year.  Increases in
operating rates are expected to result in lower manufacturing
costs.

A continued strong housing market, low interest rates and a
quarterly record for closings produced increased earnings from the
prior quarter.

Continued strong markets are expected to produce first quarter
earnings that are comparable to fourth quarter.  The company
currently has a backlog of approximately six months of homes sold,
but not closed.

Weyerhaeuser Company (Fitch, BB+ Senior Unsecured Long-Term
Ratings, Stable Outlook), one of the world's largest integrated
forest products companies, was incorporated in 1900.  In 2002,
sales were $29.1 billion ($18.5 billion US).  It has offices or
operations in 18 countries, with customers worldwide. Weyerhaeuser
is principally engaged in the growing and harvesting of timber;
the manufacture, distribution and sale of forest products; and
real estate construction, development and related activities.
Weyerhaeuser Company Limited, a wholly owned subsidiary, has
Exchangeable Shares listed on the Toronto Stock Exchange under the
symbol WYL. Additional information about Weyerhaeuser's
businesses, products and practices is available at
http://www.weyerhaeuser.com/


WORLDCOM INC: Election Form Expiry Date Extended Until Tomorrow
---------------------------------------------------------------
MCI (WCOEQ, MCWEQ) announced that the expiration date for the
delivery of election forms by the holders of claims in classes 5,
11 and 13 of the Company's plan of reorganization was extended to
4:15 p.m. (Eastern Time) tomorrow.

These election forms allow the holders to elect to receive notes
and/or common stock of the reorganized Company upon its emergence
from bankruptcy. The previous expiration date was 4:15 p.m.
(Eastern Time) on Monday, January 26, 2004.

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/


XO COMMS: Raises $197 Million in Common Stock Rights Offering
-------------------------------------------------------------
XO Communications, Inc. (OTCBB:XOCM.OB), one of the nation's
leading providers of broadband telecommunications services, issued
all of the 39.7 million shares of new common stock from its highly
successful rights offering that closed on January 6, 2004.

XO's $200 million rights offering of 40 million shares of common
stock yielded approximately $197.6 million in proceeds. All
proceeds were used to reduce the company's outstanding debt from
$536.5 million to $338.9 million.

"We are very pleased with the tremendous success of the rights
offering," said Carl Grivner, chief executive officer of XO
Communications. "The strong support shown by investors has
generated proceeds that have allowed us to reduce our debt to an
even lower level."

The rights offering commenced on October 16, 2003 in accordance
with the Company's Chapter 11 plan of reorganization and concluded
on January 6, 2004.

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

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


ZIM CORPORATION: Liquidity Issues Raise Going Concern Uncertainty
-----------------------------------------------------------------
ZIM Corporation's financial statements have been prepared on a
going concern basis which assumes that the Corporation will
realize the carrying value of its assets and satisfy its
obligations as they become due in the normal course of operations.

As of November 30, 2003, the Corporation had negative working
capital of $3,317,408, had incurred a loss of $912,996 for the six
months then ended and had incurred losses during the last five
years. In addition, the Corporation generated negative cash flows
from operations of $970,240 for the six months ended November 30,
2003 and generated negative cash flows from operations during the
last five years.

The Corporation's management team has focused the direction of the
Corporation from a mature database and application development
technology player to a provider of interactive mobile messaging.
To establish the interactive mobile messaging, the Corporation
needs substantial funds for marketing and business development.

All of the factors above raise substantial doubt about the
Corporation's ability to continue as a going concern. Management's
plans to address these issues include continuing to raise capital
through the placement of equity, obtaining additional advances
from related parties and, if necessary, renegotiating the
repayment terms of accounts payable and accrued liabilities. The
Corporation's ability to continue as a going concern is subject to
management's ability to successfully implement the above plans.
Failure to implement these plans could have a material adverse
effect on the Corporation's position and/or results of operations
and may necessitate a reduction in operating activities.

In the longer term, the Corporation has to generate the level of
sales which would result in cash self sufficiency and it may need
to continue to raise capital by selling additional equity or by
obtaining credit facilities. The Corporation's future capital
requirements will depend on many factors, including, but not
limited to, the market acceptance of its software, the level of
its promotional activities and advertising required to support its
software. No assurance can be given that any such additional
funding will be available or that, if available, it can be
obtained on terms favorable to the Corporation.

Historically, ZIM has received cash advances from an officer of
the Corporation who is a significant shareholder and a holding
Corporation that is owned by the spouse of the significant
shareholder. To date, ZIM has received $4,400,000 CDN or
$3,387,120 US. For the six-month period ended November 30, 2003,
ZIM received $1,200,000 CDN or $894,000 US.

For the three-month period ended November 30, 2003, ZIM received
$800,000 CDN or $634,207 US. The amounts bear interest at 5% per
annum and are due on demand. ZIM expects to obtain further
financing through the sale of its securities to investors as well
as the exercising of options from option holders. ZIM has not
received any commitments from any third parties to provide
additional financing.

As a result of some of the items noted above, and conditions which
existed as of May 31, 2003, the Independent Auditors' Report for
the year ended May 31, 2003 indicated that there was substantial
doubt regarding the ability of the Company to continue as a going
concern.


* Pillsbury Winthrop's Manhattan Office Moves to 1540 Broadway
--------------------------------------------------------------
Effective Jan. 19, 2004, Pillsbury Winthrop, LLP, partners Richard
L. Epling, Esq., Leo T. Crowley, Esq., Karen B. Dine, Esq., Daniel
A. Lowenthal, III, Esq., and F. Joseph Owens, Jr.; associates
Margot P. Erlich, Esq., Erica Edman, Esq., Harry E. Garner, Esq.,
Caryn D. Lasky, Esq., Amanda Mallan and Josh May, Esq.; and
Charles H. Vejvoda, Esq., of counsel; relocated their offices to:

     Pillsbury Winthrop, LLP
     1540 Broadway
     New York, NY 10036
     Telephone (212) 858-1000
     Fax (212) 858-1500
     http://www.pillsburywinthrop.com/

The Pillsbury Winthrop Insolvency and Creditors' Rights group
represents financial institutions, secured and unsecured
creditors, indenture trustees and bondholders, landlords,
creditors' committees, equipment lessors, shareholders, partners,
purchasers, vendors, agents and participants in all aspects of
redocumenting, restructuring, litigating, foreclosing and
otherwise protecting and enforcing their rights, remedies and
security interests in problem loan or other troubled financial
situations.  The Firm also has offices located in Los Angeles, San
Francisco, San Diego, Sacramento, Silicon Valley and Orange
County.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Cedara Software         CDE          (2)          20      (12)
Choice Hotels           CHH        (114)         314      (37)
Compass Minerals        CMP         (90)         644      101
Columbia Laboratories   COB          (8)          13        5
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Diagnostic Imag         DIAM          0           20       (3)
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
Education Lending Group EDLG        (26)       1,481      N.A.
First Potomac           FPO          (1)         126      N.A.
WR Grace & Co.          GRA        (222)       2,688      587
Graftech International  GTI        (351)         859      108
Hexcel Corp             HXL        (127)         708     (531)
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Inkine Pharm            INKP         (6)          14        5
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,747    2,818
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
Microstrategy           MSTR        (34)          80       (7)
Nuvelo Inc.             NUVO         (4)          27       21
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (525)       1,243      195
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (2,830)      29,345     (475)
Quality Distribution    QLTY       (126)         387       19
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
Sigmatel Inc.           SGTL         (4)          18       (1)
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
UST Inc.                UST         (59)       1,613      895
Universal Technical     UTI         (36)          84       29
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***