TCR_Public/040128.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 28, 2004, Vol. 8, No. 19

                          Headlines

ADELPHIA BUSINESS: Balks at Devon Mobile $605MM Unrecorded Claim
ADELPHIA COMMS: Court Approves Ernst & Young's Engagement
AEP INDUSTRIES: Fourth-Quarter Net Loss Doubles to $16 Million
AEROGEN INC: Completes Convertible Debt Financing Transaction
AGILENT TECHNOLOGIES: Expects to Exceed First-Quarter Guidance

AHOLD: Ends Exclusive Disco S.A. Sale Discussions with Investors
AK STEEL: Resolves Labor Pact Issues with USWA at Mansfield Works
AK STEEL: Mansfield Works Steelworkers Ratify Labor Contract
AK STEEL: Names Lawrence F. Zizzo VP for Human Resources
ALASKA COMMS: Names Sheldon Fisher SVP, Sales & Product Marketing

AMERCO: GMAC Says Plan Fails to Honor All Cure Obligations
ATA HOLDINGS: Expects to Complete Notes' Exchange Offers Friday
AVON PRODUCTS: Will Webcast Q4 Conference Call on February 3
BABES ENTERTAINMENT: List of 7 Largest Unsecured Creditors
BDD LLC: Case Summary & 20 Largest Unsecured Creditors

BFC MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
BLUEGREEN CORP: S&P Junks $150-Mill. Senior Unsecured Note Rating
CABLETEL COMMS: LaSalle Business Agrees to Forbear Until Feb. 20
CENTRAL WAYNE: Section 341(a) Meeting Will Convenes on Feb. 4
CHIQUITA BRANDS: Confirms Talks for Sale of Colombian Operations

CRANSTON, RI: Fitch Ups Rating on $55MM Outstanding Bonds to BB
CWMBS INC: Fitch Takes Rating Actions on Three Securitizations
DELTA AIR LINES: S&P Cuts and Keeps Low-B Ratings on Watch Neg.
DJ ORTHOPEDICS: Comments on Unusual Trading Activity on NYSE
DII INDUSTRIES: Provides Overview of Prepackaged Chapter 11 Plan

DYNEGY: Enters into New Peaking Capacity Arrangement with NCMPA1
EAST THOMAS LLC: Voluntary Chapter 11 Case Summary
EMERITUS: Acquires Five Assisted Living Communities for $22.6MM
ENCOMPASS SERVICES: Court Disallows Yamas Controls' $1.6M Claim
ENRON CORP: Court Extends Solicitation Exclusivity to April 30

ENRON CORP: Judge Gonzalez Establishes Plan-Voting Procedures
EXCALIBUR INDUSTRIES: Files for Chapter 7 Liquidation in Texas
EXCALIBUR STEEL: Voluntary Chapter 7 Case Summary
EXIDE TECHNOLOGIES: Signs New Supply Agreement with Deere & Co.
EXIDE TECHNOLOGIES: Bringing in Patton Boggs as Special Counsel

FANSTEEL INC: Successfully Emerges from Chapter 11 Proceedings
FAO INC: Court OKs Sale of FAO Schwarz Assets to D.E. Shaw Unit
FLEMING COMPANIES: Intends to Assume E-Z Mart Customer Contract
FORMICA CORP: Selling Flooring Assets to Shaw Diversified Services
FREMONT GENERAL: Fitch Affirms Junk-Level Senior Debt Rating

FRIENDSHIP VILLAGE: Eroding Balance Sheets Spur S&P's Rating Cut
GERDAU AMERISTEEL: Closes Exchange Offer for 10-3/8% Senior Notes
GRANT GEOPHYSICAL: Completes Comprehensive Refinancing Initiatives
GREENPOINT CREDIT: Fitch Takes Rating Actions on 18 Note Classes
HAIGHTS CROSS COMMS: Launches Senior Discount Notes Offering

HAYES LEMMERZ: European Wheel Changes Name to Int'l Wheel Group
HEALTH & HARVEST: Case Summary & 20 Largest Unsecured Creditors
HEXCEL CORP: Dec. 31 Net Capital Deficit Narrows to $93 Million
HOLLINGER INC: Asks District Court to Vacate Parts of Order
HOLLINGER INC: Lord Black's Counsel Calls Unit's Action "Lawless"

HOLLINGER INT'L: Takes Steps to Protect Shareholders' Interests
IMCLONE SYSTEMS: Names William Crouse & David Sidransky to Board
IMMTECH: Closes $5M Financing and Receives MMV's Initial Payment
INTERFACE INC: S&P Junks $125M Senior Subordinated Notes at CCC
INTRAWEST: Selects Burton to Supply Snowboard Rental Equipment

INVERNESS MEDICAL: $150MM Senior Sub. Notes Get S&P's B- Rating
IT GROUP: Judge Walrath Approves Amended Disclosure Statement
JAY'S CAFETERIA: Case Summary & 20 Largest Unsecured Creditors
JR3 RANCH: Case Summary & 14 Largest Unsecured Creditors
KAISER GROUP: Bankruptcy Court Sustains ICT Spectrum's Claim

LES BOUTIQUES: San Francisco Banner Sold to Groupe Marie Claire
MAIL-WELL INC: Will Host Q4 Earnings Conference Call on February 9
MILACRON INC: Will Publish Q4 and Year-End Results on February 11
MIRANT CORP: Gets Nod to Hire Ernst & Young on Interim Basis
MISS. CHEM: Selling MPI & EPI Assets to Intrepid & HB Potash

NATIONAL EQUIPMENT: Bankruptcy Court Confirms Chapter 11 Plan
NAVIGATOR GAS: Committee Wins Nod to Hire Poten as Consultant
NORTEL: Will Hold Financial Analysts' Teleconference on Tomorrow
NRG ENERGY: Secures Court Clearance for FirstEnergy Settlement
OMNOVA SOLUTIONS: Fourth-Quarter 2003 Results Sink into Red Ink

OWENS CORNING: Will Acquire Outstanding Shares of Mexican JV
OWENS CORNING: Vitro Agrees to Sell 60% Stake in JV to Owens
OWENS CORNING: Court Disallows California's $40-Million Claim
PACIFIC GAS: Updates Rate Reduction Proposal to Show $875MM Drop
PARMALAT: Bank of America Discloses $274-Mill. Parmalat Exposure

PEGASUS SATELLITE: Proposes Tender Offer for $100-Mill. of Notes
PG&E: USGen Asks Court to Deem Bear Swamp Contracts Rejected
PILLOWTEX: Court Approves Account Receivable Settlement Protocol
POTLATCH CORP: Declares Quarterly Dividend Payable on March 1
RADIO UNICA: Gets Final Nod to Utilize GECC's Cash Collateral

RAILAMERICA INC: S&P Affirms BB- Corporate Credit Rating
REDBACK NETWORKS: U.S. Trustee Says Plan Violates Bankruptcy Code
RELIANCE: Wants Clearance for Settlement with PNC Leasing et al.
RLC INDUSTRIES: S&P Assigns BB- Corporate Credit Rating
SOLUTIA: Retirees Want an Official Committee Appointed

SUMMITVILLE TILES: Wins Second Interim Cash Collateral Order
SUN HEALTHCARE: Reaches Agreement for Omega Lease Restructuring
TELEGLOBE: Court Differentiates Lease Rejection from Termination
THAXTON GROUP: CEO, President & Chairman James D. Thaxton Dies
TRANS ENERGY: Sells 75% Stake in 5 West Virginia Oil & Gas Wells

UNITED AIRLINES: Court Approves Proposed Settlement with US DOT
UNITED DEFENSE: Nominates Robert J. Natter to Board of Directors
UNIVERSAL COMMS: Wins 'Order of Default' in Defamation Case
US ONCOLOGY: Will Discuss Strategy & Operations at UBS Conference
VAIL RESORTS: Sr. Sub. Noteholders Agree to Indenture Amendments

WEIGHT WATCHERS: Names Thilo Semmelbauer as COO for North America
WEYERHAEUSER: Expresses Approval of Boreal Forest MOU in Canada
WORLDCOM INC: Examiner Thornburgh Files Third and Final Report
WORLDCOM INC: Will Make Thorough Review of Examiner's Final Report
WORLDSPAN L.P.: Extends Exchange Offer for Sr. Notes Until Friday

* Crossroads, LLC Dallas Office Hires John Tittle as Principal
* Sheppard Mullin in Los Angeles Brings-In Gary L. Bostwick

* Upcoming Meetings, Conferences and Seminars

                          *********

ADELPHIA BUSINESS: Balks at Devon Mobile $605MM Unrecorded Claim
----------------------------------------------------------------
According to Judy G.Z. Liu, Esq., at Weil, Gotshal & Manges LLP,
in New York, the Adelphia Business Solutions Debtors have no
record of 52 claims aggregating $646,640,689, including the claims
filed by:

   * Devon Mobile Communications, L.P. -- Claim Nos. 104900 to
     108200 amounting to $605,200,000; and

   * the Searle's Family -- Claim Nos. 132000 to 133500
     aggregating $5,252,960.

The Debtors do not also have a record of these claims:

   Claimant                           Claim No.   Claim Amount
   --------                           ---------   ------------
   Barber, Shelley                       133000      $ 165,302
   Day, Mark A                           132400        144,302
   Hieb, Roland D.                       133200         63,695
   Lorenz, Todd                          132100         69,127
   Robles, Lorna                         132200        145,302

The Debtors carefully reviewed their books and records and
concluded that these proofs of claim were improperly filed.  Ms.
Liu contends that the Debtors do not have any liability with
respect to those claims.  In addition, the claims do not contain
any information or documentation supporting the claimed amounts.  

Accordingly, the Debtors ask the Court to expunge and disallow
the proofs of claim. (Adelphia Bankruptcy News, Issue No. 49;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Court Approves Ernst & Young's Engagement
---------------------------------------------------------
At the Adelphia Communications Debtors' request, Judge Gerber
approves the employment of Ernst & Young LLP, nunc pro tunc to
September 12, 2003.  Pursuant to an engagement letter dated as of
September 4, 2003, Ernst & Young will review the property tax
assessments of various properties the Debtors own and assist them
in appealing assessments that are excessive.  

On September 9, 2003, Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher, in New York, relates, the Debtors sought to employ
Ernst & Young as an ordinary course professional.  Ernst & Young
subsequently engaged in discussions with the United States
Trustee for the Southern District of New York regarding the
parameters and means of its employment.  At the request of the
U.S. Trustee, due to the connections of Ernst & Young to the
Chapter 11 cases of Adelphia Business Solutions, Inc., the ACOM
Debtors sought Court approval of Ernst & Young's employment.

Ernst & Young is recognized as a global leader in tax services
with many offices nationwide.  In addition to providing tax
services to large corporate clients around the world, Ernst &
Young has provided services to many Chapter 11 debtors, including
Polaroid Corp., WestPoint Stevens, Inc. and Atlantic Express
Transportation Corp.

Since September 12, 2003, Ms. Chapman reports, Ernst & Young has
been providing numerous services to the Debtors, including state
and local tax consulting services, and became well acquainted
with the Debtors' operations and business structures.  
Accordingly, Ernst & Young has the experience and expertise to
provide effective and efficient services.

Specifically, Ernst & Young LLP will continue:

   (1) reviewing property tax assessments of various state and
       local taxing authorities;

   (2) advising the Debtors as to whether the assessments should
       be challenged as excessive; and

   (3) assisting with appeals of excessive property tax
       assessments, including, but not limited to, assistance
       with discussions, negotiations or informal hearings with
       assessment officials.

Pursuant to the Engagement Letter, Ernst & Young will be entitled
to these forms of compensation for its services to the Debtors:

   (1) Forty percent of the total property tax savings the
       Debtors recoup as a result of Ernst & Young's
       appeal efforts with respect to a particular year's
       assessment will be payable by the Debtors to Ernst &
       Young;

   (2) A portion of this fee will be payable by the Debtors to
       Ernst & Young before tax savings are realized.  Upon Ernst
       & Young's first filing of an appeal in a local
       jurisdiction of a state, $20,000 will be payable by the
       Debtors, $10,000 for the second local jurisdiction appeal,
       $5,000 for the third, and $3,000 for each additional
       jurisdiction in a state.  To the extent the Prepayments
       exceed the amount of the tax savings ultimately achieved,
       the Prepayments will be either returned to the Debtors or
       credited against outstanding fees owed to Ernst & Young
       for other appeal filings;

   (3) If, after approving the filing of an appeal, the Debtors
       decide not to initiate or continue the appeal process, or
       otherwise terminate the agreement as set forth in the
       Engagement Letter, Ernst & Young will be compensated on an
       hourly basis for the firm's reasonable time invested.  The
       hourly rates payable range between $175 and $525 for
       partners, principals, senior managers, managers and staff;

   (4) With respect to any other services provided under the
       Engagement Letter, like workshops, tax research unrelated
       to a property tax appeal or other special projects
       authorized by the Debtors, Ernst & Young will be
       compensated on an hourly basis.  The Debtors do not
       contemplate that many, if any, services other than the
       property tax services will be provided by Ernst & Young to
       the Debtors;

   (5) Though Ernst & Young did not begin providing services to
       the Debtors until September 12, 2003, the Engagement
       Letter provides that Ernst & Young will charge its hourly
       rates for any work performed prior to the effective date
       of the Engagement Letter, September 4, 2003;

   (6) Although numerous appeals were filed to date, no tax
       savings were recouped by the Debtors as of yet.  
       Ernst & Young estimates that the Debtors owe $60,000 in
       Prepayments for appeals filed since September 12, 2003;
       and

   (g) Reimbursement for all reasonable out-of-pocket expenses,
       including travel and lodging expenses -- limited to $1,000
       per trip, data processing and communications charges,
       courier services and other appropriate expenditures.

Ms. Chapman assures Judge Gerber that the terms of the Engagement
Letter and the Dispute Resolution Procedures were fully
negotiated between the Debtors and Ernst & Young and reflect the
Debtors' evaluation of the extensive work that will be performed
by Ernst & Young.  

Eugene P. Gramza, Jr., a partner at Ernst & Young LLP Global,
discloses that Ernst & Young Corporate Finance LLC and Ernst &
Young LLP were employed and are currently providing services as
financial advisors for the official committee of unsecured
creditors of the ABIZ Debtors.  The Engagement Letter provides
that the Debtors will not request any additional services from
Ernst & Young LLP that will result in a conflict of interest with
respect to the services being performed by E&Y Corporate Finance
and Ernst & Young LLP for the ABIZ Committee.  In addition, no
employee of E&Y Corporate Finance or Ernst & Young LLP who is or
who has been providing services to the ABIZ Committee will
provide services to the ACOM Debtors.  Conversely, no employee of
Ernst & Young LLP who is providing services to the Debtors will
provide services to the ABIZ Committee.  Ernst & Young LLP and
E&Y Corporate Finance will also implement internal procedures to
prevent the inadvertent transmission of confidential information
between the teams working for the ACOM Debtors and for the ABIZ
Committee.

Two years prior to the Petition Date, Ernst & Young performed
certain state and local tax consulting services for the Debtors
and certain of their affiliates and incurred and paid fees
amounting to $260,000.  In the 90 days prior to the Petition
Date, the Debtors did not make any payments to Ernst & Young.  
Ernst & Young has no outstanding prepetition balances due from
the Debtors.

Mr. Gramza assures that Court that the principals and
professionals of Ernst & Young do not hold or represent an
interest adverse to the estate, and are "disinterested persons"
within the meaning of Section 101(14) of the Bankruptcy Code.
(Adelphia Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AEP INDUSTRIES: Fourth-Quarter Net Loss Doubles to $16 Million
--------------------------------------------------------------
AEP Industries Inc. (Nasdaq: AEPI) reported financial results for
its fiscal fourth quarter and year ended October 31, 2003.

Net sales increased 17.6 percent in the fourth quarter to
$208,565,000 compared with $177,345,000 in last year's fourth
quarter.  Excluding $14,115,000 of positive impact of foreign
exchange, worldwide net sales increased $17,105,000 or 9.6
percent.  The increase in net sales is primarily due to a 5.7
percent increase in sales volume combined with a 3.8 percent
increase in unit prices.

For the fiscal year ended October 31, 2003, net sales were a
record $759,473,000 compared to $660,578,000 a year ago.  Net
sales for fiscal 2003, excluding $50,570,000 of positive impact of
foreign exchange, increased $48,325,000 or 7.3 percent.  The
increase in full year sales is almost entirely due to price
increases, as year-over-year volume increased less than one
percent.

For the fourth quarter of fiscal 2003 gross margin, including
restructuring charges of $300,000 and a writedown of $232,000
related to the liquidation of FIAP's inventory, increased to 18.8
percent compared to the 14.3 percent gross margin reported for the
fourth quarter of 2002.  Excluding restructuring charges and
FIAP's inventory writedown, the 2003 fourth quarter gross margin
was 19.0 percent.  The restructuring charges of $300,000 represent
severance payments made during the fourth quarter related to the
final stages of the restructuring of the Company's U.K.
subsidiary.  The improvement in gross margin in the 2003 fourth
quarter resulted from increased throughput in the current period
combined with a slight improvement in material margins.

Full year fiscal 2003 gross margin was 17.1 percent, including the
$300,000 of restructuring charges and $232,000 of charges related
to the liquidation of FIAP's inventory absorbed in fiscal 2003, as
compared to 18.5 percent in fiscal 2002.  Material margins
declined significantly during the fourth quarter of fiscal 2002
and remained depressed throughout the 2003 fiscal year.  This
decline in material margins accounted for the overall lower gross
margin experienced for the entire fiscal period.

Operating expenses increased $14,679,000 and $19,812,000 for the
fourth quarter and the 2003 fiscal year, respectively.  Operating
expenses for both periods included $10,694,000 of costs applicable
to the shutdown of the Company's FIAP subsidiary in Italy and a
$2,360,000 provision for loss related to the liquidation of FIAP's
trade receivables are contained within general and administrative
expense.  The decline in value of the U.S. dollar during both
periods increased operating expenses by $1,919,000 and $6,998,000,
respectively.  Expenses associated with the shutdown of the
Company's FIAP subsidiary amounting to $13,286,000 are being met
through the liquidation of FIAP's net assets.

The loss before provision for income taxes for the 2003 fourth
quarter includes:

     *  $300,000 as the last installment of restructuring charges
        associated with the Company's U.K. subsidiary,

     *  $1,061,000 in operating losses incurred by the Company's
        FIAP subsidiary from August 1, 2003 through the shutdown
        date,

     *  $8,521,000 of non-cash charges related to the shutdown of
        FIAP,

     *  $3,055,000 of severance charges related to the shutdown of
        FIAP, of which $2,017,000 has been paid,

     *  $1,712,000 of reserves necessary to wind up FIAP's
        affairs,

     *  $3,657,000 of gains ($1,845,000 after tax) related to the
        sale of land in the U.K.

For the 2003 fourth quarter, the Company reported a net loss of
$15,883,000, or $1.94 per share, compared with a net loss of
$7,117,000, or $0.90 per share, in last year's fourth quarter.  
For the full year, AEP reported a net loss of $25,518,000, or
$3.16 per share, compared with a net loss of $1,769,000, or $0.23
per share for fiscal 2002.

The net loss for fiscal 2003 includes operating losses incurred by
the Company's FIAP subsidiary during the first three quarters of
the year of $3,430,000 and a pretax gain of $5,948,000 ($3,560,000
after tax) from the third quarter sale of the Company's 50 percent
ownership in Rapak Asia Pacific Limited.  The 2002 twelve month
results include a $6,824,000 gain from the first sale of a 50%
interest in the Company's Australasia "bag in box" operations
during the first quarter of 2002.

"A number of positive events occurred in our 2003 fourth quarter,
including a Company-wide improvement in sales volumes, material
margin improvements in our North American and Australasian
businesses and the finalization of our long awaited land sale in
the U.K which led to the completion of the U.K. restructuring that
has been underway for two years," stated Brendan Barba, Chairman
and Chief Executive Officer of the Company. "We are disappointed,
however, in the fact that the decision had to be made to shut down
and liquidate our FIAP business in Italy.  The liquidation of FIAP
was necessary because of the magnitude of the losses which were
being incurred, and which we were unwilling to fund.  We believe
the value of FIAP's assets are sufficient to meet the Company's
responsibilities associated with the liquidation process and
should still return a small amount of cash to the parent Company.  
While we regret the need to liquidate FIAP, we do note that the
absence of FIAP does improve proforma 2003 earnings by about
$5,000,000."

"Maintenance of our position as the low cost producer in all of
our major markets continues to be the cornerstone of our strategy.  
We will continue to make the decisions necessary to assure this
strategy remains in place," concluded Mr. Barba.

The Company will be restating its balance sheets for the first and
second quarters ended January 31, 2003 and April 30, 2003 to
reclassify indebtedness in accordance with Emerging Issues Task
Force (EITF) Issue 95-22 "Balance Sheet Classification of
Borrowings Outstanding under Revolving Credit Agreements That
Include both a Subjective Acceleration Clause and a Lock-Box
Arrangement."  The effect of the restatement will be to reclassify
debt previously reported as long-term debt amounting to
$51,297,000 and $44,852,000 in the first and second quarters of
fiscal 2003, respectively, to current liabilities.  This debt is
properly classified as long term as of the third quarter ended
July 31, 2003 and for the year ended October 31, 2003.  This
restatement will not have an impact on the Company's liquidity or
the results of operations for the impacted quarters or for the
year ended October 31, 2003.  Amended Form 10-Q's will be filed
for the 2003 first and second quarters.

AEP Industries Inc. (S&P, BB- Corporate Credit Rating, Negative
Outlook) manufactures, markets, and distributes an extensive range
of plastic packaging products for the food/beverage, industrial
and agricultural markets.  The Company has operations in ten
countries throughout North America, Europe and Australasia.


AEROGEN INC: Completes Convertible Debt Financing Transaction
-------------------------------------------------------------
Aerogen, Inc. (Nasdaq: AEGN) closed a convertible debt financing,
resulting in gross proceeds to Aerogen of $505,133.  This
financing has been provided to Aerogen by the Carpenter Family
Trust, the trustees of which are Aerogen's Chairman and Chief
Executive Officer, Dr. Jane Shaw and her husband Peter Carpenter.

Under the terms of the investment, Aerogen has issued a secured
convertible debenture with a face amount of $500,000 that bears
interest at a rate of 10% per annum, and is due March 1, 2004.  
The conversion price of the debenture is $3.044, which is equal to
the five-day trailing average of the daily closing bid prices of
Aerogen's common stock.  If converted, the debenture would result
in the issuance of approximately 164,258 shares of common stock.  
The Trust has also purchased a four-year warrant, exercisable on
or after July 26, 2004, to purchase up to approximately 82,129
shares of common stock at an exercise price of $3.044 per share.

In connection with this transaction, SF Capital and the Company
have amended the secured convertible debentures previously issued
to SF Capital to permit this additional indebtedness, and to
extend the maturity of SF Capital's September 9, 2003 debenture to
March 1, 2004.

The Company also placed nine employees on furlough in order to
reduce short-term expenditures.

Aerogen, a specialty pharmaceutical company, develops nebulizer
products based on its OnQ(TM) Aerosol Generator technology to
improve the treatment of respiratory disorders in the acute care
setting.  Aerogen also has development collaborations with
pharmaceutical and biotechnology companies for delivery via
nebulizers or inhalers of novel compounds that treat respiratory
and other disorders.  Aerogen currently markets products that
include the Aeroneb(R) Professional Nebulizer System, for use in
the hospital, and the Aeroneb(R) Portable Nebulizer System, for
home use.  Aerogen's first drug product candidate in the acute
care setting, inhaled amikacin for pulmonary infections, is
currently in Phase 2 clinical trials.  Additional products are in
the feasibility and pre-clinical stages of development. Aerogen is
headquartered in Mountain View, California, with a campus in
Galway, Ireland. For more information, visit
http://www.aerogen.com/  

                           *   *   *

           Liquidity and Going Concern Uncertainty

Aerogen, Inc.'s June 30, 2003 balance sheet shows an accumulated
deficit of about $100 million that eroded its total shareholders'
equity to about $8 million from about $16 million recorded six
months earlier.

In its SEC Form 10-Q for the quarter ended March 31, 2003, the
Company stated:

"The Company's recurring net losses from operations and negative
cash flows from operations, in light of the Company's current
liquidity and capital resources, raise substantial doubt regarding
the Company's ability to continue as a going concern for a
reasonable period of time.  Since inception, we have financed our
operations primarily through equity financings, product revenues,
research and development revenues, and the interest earned on
related proceeds.  The process of developing our products will
continue to require significant research and development, clinical
trials and regulatory approvals. These activities, together with
manufacturing, selling, general and administrative expenses, are
expected to result in substantial operating losses for the next
several years.

"[The Company's] condensed consolidated financial statements
contemplate the realization of assets and the satisfaction of
liabilities in the normal course of business. The continued
operation of the Company is dependent on our ability to obtain
adequate funding and eventually establish profitable operations.
As of March 31, 2003, we had $4.5 million in cash and cash
equivalents. During the first three months of 2003, our
expenditures have been approximately $1.6 million per month. We
need to raise additional funds through public or private
financings, collaborative relationships or other arrangements by
early June 2003 in order to continue as a going concern. We cannot
be certain that such additional funding will be available on terms
attractive to us, or at all. Furthermore, additional equity or
debt financing may involve substantial dilution to our existing
stockholders, restrictive covenants or high interest rates.
Collaborative arrangements, if necessary to raise additional
funds, may require us to relinquish rights to either certain of
our products or technologies or desirable marketing territories,
or all of these. We will also explore other potential options,
such as a merger or sale.  If our efforts are unsuccessful, the
Company will have to significantly curtail operations even
further, or cease operations altogether and explore liquidation
alternatives."


AGILENT TECHNOLOGIES: Expects to Exceed First-Quarter Guidance
--------------------------------------------------------------
Agilent Technologies Inc. (NYSE:A) expects its results for the
first fiscal quarter, ending Jan. 31, 2004, to be above the
guidance provided in early December.

First quarter revenues are now expected to be in the range of
$1.63 billion to $1.68 billion, compared to previous guidance of
$1.55 billion to $1.65 billion. Earnings before restructuring and
amortization charges are now anticipated to be $0.20 to $0.24 per
share(1). Prior guidance was for earnings of $0.05 to $0.15 per
share.

"We have not seen the normal seasonal decline in first quarter
activity," said Ned Barnholt, Agilent chairman, president and
chief executive officer. "Both semiconductors and semiconductor
capital equipment have been particularly strong. We have also been
successful bringing the benefits of lower structural costs to
Agilent's bottom line."

"While the business environment remains volatile, we currently
expect Agilent's second quarter earnings before restructuring and
amortization charges to be in the range of $0.20 to $0.25 per
share(1) on revenues of $1.65 billion to $1.70 billion," said
Barnholt.

The company will release first fiscal quarter earnings after the
market closes on Feb. 17, 2004, and will hold its quarterly
conference call at 1:30 p.m. Pacific Time on that date. The
company intends to update its guidance for the second quarter and
for full year 2004 at that time.

Agilent Technologies Inc. (NYSE:A) (S&P, BB Corporate Credit and
Senior Note Ratings) is a global technology leader in
communications, electronics, life sciences and chemical analysis.
The company's 32,000 employees serve customers in more than 110
countries. Agilent had net revenue of $6 billion in fiscal year
2002. Information about Agilent is available on the Web at
http://www.agilent.com/


AHOLD: Ends Exclusive Disco S.A. Sale Discussions with Investors
----------------------------------------------------------------
Jan. 23, (PRIMEZONE)

Ahold confirmed that exclusive negotiations with joint prospective
buyers, the investor Mr. Fransisco de Narvaez and Casino Guichard
Perrachon S.A., for the sale of Ahold's controlling stake in the
Argentine supermarket chain Disco S.A. have ended. Both parties
could not reach final agreement.

Discussions on the sale of Disco are continuing with interested
parties but cannot be commented on in detail at this stage.

The intended divestment of Disco S.A. is part of Ahold's strategic
plan to restructure its portfolio, to divest underperforming
assets, and to concentrate on its mature and most stable markets.
As of June 30, 2003, Disco S.A. operated 237 stores in Argentina.

        http://hugin.info/130711/R/931650/127861.pdf  

                           *    *    *

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

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


AK STEEL: Resolves Labor Pact Issues with USWA at Mansfield Works
-----------------------------------------------------------------
AK Steel Corporation (NYSE: AKS) and the United Steelworkers of
America (USWA) reached agreement on all unresolved issues related
to the collective bargaining agreement covering USWA-represented
employees at the company's Mansfield Works in Ohio.

As part of the settlement, the company and the union have also
agreed to dismiss all outstanding civil litigation arising from
the labor dispute at the Mansfield Works, and to seek National
Labor Relations Board (NLRB) approval for the dismissal of all
NLRB charges against each other.  The settlement is contingent
upon NLRB approval.

"This historic settlement is the first big step in establishing
the framework for a new, cooperative relationship between AK Steel
and the USWA," said James L. Wainscott, president and CEO of AK
Steel.  "We have closed the book on our past differences and we
look forward to a new era working together toward goals of mutual
interest and benefit," said Mr. Wainscott.

AK Steel and the USWA said that many of the components of the
Mansfield collective bargaining agreement had previously been
agreed upon, including the expiration date of March 31, 2005.  The
company said that it has completed the recall of the 280 eligible
USWA members necessary to meet current operational needs, and that
all temporary employees have been terminated.

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.


AK STEEL: Mansfield Works Steelworkers Ratify Labor Contract
------------------------------------------------------------
The United Steelworkers of America (USWA) announced that the Union
had reached a final contract settlement with AK Steel Corporation,
ending more than 52 months without a collective bargaining
agreement, including a 39-month lockout of workers at the
Company's Mansfield, Ohio facility.

"After over four years and significant management changes at the
highest levels of AK Steel Corporation, the members of USWA Local
169 and their families in Mansfield, Ohio have a contract," said
USWA International President Leo W. Gerard.

"Now we can move forward together with new President and CEO,
James L. Wainscott, and his management team to meet the challenge
of building a new spirit of respect for the contribution of our
members to the past success of Armco Steel, a change that we
believe will go a long way toward recognizing the respect they
deserve at AK Steel."

AK Steel (then Armco) locked out the members of USWA Local 169 the
night before their previous contract expired on September 1, 1999,
and operated the Mansfield facility with salaried personnel and
temporary replacement workers until the first members of Local 169
began returning to the plant after AK announced the end of the
lockout on December 10, 2002.

"I'm most proud of our members and their families in Mansfield for
the solidarity they demonstrated during times of unimaginable
hardship," Gerard said. "They have endured the worst, and now they
will have the opportunity to show the new AK management the skills
and efficiency that produced record profits in the year before the
lockout began."

The last remaining temporary replacement workers left the
Mansfield plant in December 2003. Negotiations for a new contract
had been ongoing throughout the length of the labor dispute and
continued throughout the past year. Union members ratified a new
contract early last year but disputes over the interpretation of
the contract continued between the parties until September.

The settlement includes an increase in the return to work bonuses,
credit for the Union members continuous service (seniority) during
the period of the lockout, dismissal of all lawsuits and NLRB
charges and the resolution of the company's refusal to recall 23
employees.

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.


AK STEEL: Names Lawrence F. Zizzo VP for Human Resources
--------------------------------------------------------
AK Steel (NYSE: AKS) said that Lawrence F. Zizzo has been named
vice president, human resources.  Mr. Zizzo has twenty-five years
of human resources experience in the steel industry.  He was
previously vice president, human resources at National Steel
Corporation.

"Larry Zizzo brings a wealth of experience in all aspects of human
resources to AK Steel," said James L. Wainscott, president and
chief executive officer of AK Steel.  "He is an outstanding
professional and a welcome addition to the AK Steel executive
management team."

Mr. Zizzo joined National Steel in 1978 as labor relations
supervisor.  He progressed through several division-level
personnel positions and was named corporate manager, training and
development in 1986 at the company's Pittsburgh, Pennsylvania
headquarters.  He advanced to manager, employee relations and
development at the company's Detroit location in 1988, director,
human resources in Detroit in 1991, and regional director, human
resources in Detroit and Portage, Indiana in 1999.  In 2000, he
was named vice president, human resources for National Steel,
headquartered in Mishawaka, Indiana, where he had responsibility
for the full scope of human resources functions for the company's
facilities in four states.

He holds a Bachelor of Arts degree in sociology and psychology and
a Master of Science degree in criminal justice, both from
Youngstown State University.

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.


ALASKA COMMS: Names Sheldon Fisher SVP, Sales & Product Marketing
-----------------------------------------------------------------
Alaska Communications Systems Group, Inc., (NASDAQ:ALSK) the
leading integrated communications provider in Alaska, appointed
Sheldon Fisher as Senior Vice President of Sales and Product
Marketing.

Mr. Fisher recently served as Vice President, Broadband Direct at
Sprint Corporation. In this position, Sheldon has been the general
manager of Sprint's wireless broadband business, with broad
operational and product development responsibilities. Mr. Fisher
has helped spearhead Sprint's development of existing and future
wireless data products, services and technologies. These include
all wireless high speed solutions including next generation
initiatives such as ITFS/MMDS, EV-DO, EV-DV and Wi-Fi. Prior to
his current position, he has held various business development and
legal positions for both Sprint and Hughes Electronics and was an
attorney for Latham & Watkins. He has a JD from Yale Law School
and a BA in economics from Brigham Young University.

"We are delighted to welcome Sheldon to our growing management
team," said Liane Pelletier, ACS CEO and President. "He has proven
experience as a true innovator at Sprint, who was able to help
reduce churn, improve earnings and build a strong market-leading
business. Moving forward, we expect his drive and unique
perspective will be extremely valuable as we continue to focus on
offering our customers fully integrated services in a customer
focused organization."

Ms. Pelletier added, "Since I joined ACS less than four months
ago, we have added three senior executives to the ACS management
team and two new Board members. These changes have greatly
strengthened ACS' strategic imperative and position us to continue
to build one of the most innovative, customer-oriented telecom
companies in the country."

ACS (S&P, B+ Corporate Credit Rating, Stable) is the leading
integrated, facilities-based telecommunications services provider
in Alaska, offering local telephone, wireless, Internet and
interexchange services to business and residential customers
throughout Alaska. ACS currently services approximately 339,000
lines, 83,000 wireless customers, 45,000 Internet customers, and
44,000 long distance customers. More information can be found on
the Company's Web site at http://www.alsk.com/


AMERCO: GMAC Says Plan Fails to Honor All Cure Obligations
----------------------------------------------------------
Prior to the Petition Date, GMAC Commercial Holding Capital
Corp., as beneficiary, and Amerco, as guarantor, were parties to
a PMPP Support Party Agreement.  Pursuant to the Plan, Amerco
will assume the Agreement.  GMAC has filed for itself and certain
trusts $550,000,000, $175,000,000 and $25,000,000 claims under
the Agreement.  Amerco contends that its maximum liability under
the Agreement is $70,000,000.

Michael P. Lindell, Esq., at Jones Vargas, in Reno, Nevada, notes
that the Plan appears to provide that GMAC's claim arising under
the Agreement will be treated as a Class 11 Claim.  Class 11 is
unimpaired and not entitled to vote on the Plan.  However, to
unimpair GMAC, it is first necessary that all non-monetary
defaults be cured.  To date, GMAC has incurred over $17,000 in
legal fees and out-of-pocket expenses.  Until a provision for the
payment of the cure amounts is put in place, the Plan cannot be
confirmed.

Thus, GMAC objects to the confirmation of the Plan for failure to
meet the elements of Section 1129(a) and (b) of the Bankruptcy
Code.  In the alternative, GMAC asserts that a confirmation must
be conditioned on the clarification that its claim is included in
Class 11 of the Plan.

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)


ATA HOLDINGS: Expects to Complete Notes' Exchange Offers Friday
---------------------------------------------------------------
ATA Holdings Corp. (Nasdaq: ATAH), the parent company of ATA
Airlines, Inc., announced the extension of its offers to exchange:

    *  newly issued Senior Notes due 2009 and cash consideration
       for any and all of the $175 million outstanding principal
       amount of its 10-1/2% Senior Notes due 2004; and

    *  newly issued Senior Notes due 2010 and cash consideration
       for any and all of the $125 million outstanding principal
       amount of its 9-5/8% Senior Notes due 2005.

As part of the Exchange Offers, the Company is also seeking
solicitations of consents to amend the indentures under which the
Existing Notes were issued.  The Company has extended the
expiration date of the Exchange Offers until 5 p.m., New York City
Time, tomorrow, unless further extended by the Company.

The Company expects to satisfy all conditions to the Exchange
Offers and complete the Exchange Offers on January 30, 2004.

Completion of the Exchange Offers is subject to a number of
conditions. Among these conditions is the condition that the
Company receive valid tenders representing at least $255 million,
or 85.0%, in aggregate principal amount of Existing Notes (without
regard to series).  As of January 26, 2004, $152,810,000 in
aggregate principal amount of 2004 Notes and $104,995,000 in
aggregate principal amount of 2005 Notes have been tendered in the
Exchange Offers, for a total of $257,805,000, or 85.9%, in
aggregate principal amount of Existing Notes tendered.  A portion
of the Existing Notes were tendered by holders of Existing Notes
who entered into an agreement with the Company obligating them to
tender their Existing Notes.  The Lock-Up Agreement is subject to
a number of conditions and other terms that, if triggered, would
result in these holders having the right to withdraw their
tenders.  The Company expects that all of these conditions and
other terms will be satisfied in accordance with the Lock-Up
Agreement and that these holders therefore will not have
withdrawal rights.  Accordingly, the Minimum Tender Condition is
expected to be satisfied.

The Exchange Offers are also subject to the condition that
definitive amendments to several of ATA's aircraft operating
leases be completed.  The Company believes that these definitive
amendments are complete and only need to be executed.  The Company
expects to execute these definitive amendments on or before the
date the Exchange Offers are completed, thereby satisfying this
condition.

The Exchange Offers are also conditioned on receiving the consent
of the Air Transportation Stabilization Board.  The Company
believes it has reached an agreement in principle with the ATSB
pursuant to which the ATSB will provide its consent to the
Exchange Offers.  The Company has been working with the ATSB and
expects to receive their written consent as required by the
Exchange Offers.  Accordingly, the Company expects that it will
not extend the expiration date of the Exchange Offers again and
that it will complete the exchanges (including the cash payments)
and consummate the other transactions contemplated by the Exchange
Offers on Friday, January 30, 2004.

The Company can provide no assurance, however, that it will
receive the consent of the ATSB or that the Exchange Offers will
be completed on January 30 or at all.  The Company will provide an
update on the status of this consent and the Exchange Offers by
means of a press release when the Company is able to do so.  In
the interim, holders of Existing Notes who have not tendered their
Existing Notes in the Exchange Offers may still do so until 5
p.m., New York City Time, tomorrow.

The Exchange Offers are being made pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended.  The New Notes offered in the Exchange Offers
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.  

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


AVON PRODUCTS: Will Webcast Q4 Conference Call on February 3
------------------------------------------------------------
Avon Products, Inc. (NYSE:AVP) will provide a live webcast of its
fourth quarter 2003 earnings conference call on Tuesday,
February 3, 2004, at 9:00 a.m. New York time.

Andrea Jung, chairman and CEO, will host the call along with other
members of senior management.

This call is being webcast by CCBN and can be accessed at
http://www.avoninvestor.com/ The call will also be archived on  
the website for 14 days

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.fulldisclosure.com or by
visiting any of the investor sites in CCBN's Individual Investor
Network. Institutional investors can access the call via CCBN's
password-protected event management site, StreetEvents
(www.streetevents.com).

Avon -- whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $113 million -- is the
world's leading direct seller of beauty and related products, with
$6.2 billion in annual revenues.  Avon markets to women in 143
countries through 3.9 million independent sales Representatives.
Avon product lines include such recognizable brands as Avon Color,
Anew, Skin-So-Soft, Advance Techniques Hair Care, beComing, and
Avon Wellness.  Avon also markets anextensive line of fashion
jewelry and apparel.  More information about Avon and its products
can be found on the company's Web site http://www.avon.com/


BABES ENTERTAINMENT: List of 7 Largest Unsecured Creditors
----------------------------------------------------------
Babes Entertainment, Inc. released a list of its seven-largest
Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
SPQR Ventures               loan                      $100,000

Arizona Dept. of Revenue    taxes                      $34,353

Sacks Tierney               legal fees                 $25,494

City of Scottsdale          taxes                      $11,000

State Compensation Fund                                 $4,600

Michael Harris, C.P.A.      services                    $3,200

Commercial Refrigeration    services                      $632
Services

Babes Entertainment, Inc., an adult entertainment bar filed a
voluntary petition under chapter 11 on January 15, 2004 in the
U.S. Bankruptcy Court for the District of Arizona (Bankr. Case No.
04-00726). Franklin D. Dodge, Esq. at Ryan Rapp & Underwood, P.L.C
represent the Company. The Debtor reported an estimated assets
of $500,000 to $1 Million and estimated liabilities of $1 Million
to $10 Million when it filed for bankruptcy protection.


BDD LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: BDD LLC
        195 North East Gilman Boulevard #201
        Issaquah, Washington 98027

Bankruptcy Case No.: 04-10210

Chapter 11 Petition Date: January 9, 2004

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel: Stuart P. Kastner, Esq.
                  Montgomery, Purdue, Blankinship & Austin PLLC
                  701 5th Ave #5800
                  Seattle, Washington 98104
                  Tel: 206-682-7090

Total Assets: $1,396,014

Total Debts:  $1,913,914

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
William Severson              Operational Loan and      $335,278
7785 Westwood Lane            purchase retail lot
Mercer Island, WA 98040

Audrey Schweitzer             Operational loan           $91,471

RR 2003 LLC                   Phase Two repairs          $42,736

John L. Scott                 Marketing expenses         $23,000

Dick Turner's Magical         Phase II Landscaping       $13,000
Landscape

Ryan, Swanson & Cleveland     Representation against     $10,740
                              Safeco in Phase One
                              HOA lawsuit;
                              representation against
                              Phase two
                              Subcontractors

Piedmont Signs                Marketing signs            $10,004

Lasher Holzapfel Sperry       Riverfront Phase II         $5,497
                              construction defects

Gordon & Polscer, LLC         Representation against      $3,462
                              Safeco in Phase One
                              HOA lawsuit

Lund Building & Landscaping   Punchlist C304              $1,935

Builder Marketing Group       Marketing                   $1,768

Jana Endicott                 C102, C103, C304,           $1,000
                              B301 & C303

Innovative Interiors          C102 drywall repair           $837

Arcon Builders, LLC           C102 & C304, D.A.             $822
                              Burns carpet cleaning
                              and C102 ladder

Peter Ross, Inc.              Phase Two Repairs             $737

US Bank                       Overdrawn account             $667

Steve Martin Painting         C102 painting                 $503
Services

Quality Home Cleaning         C102 & C304 unit              $386
                              cleaning

Verizon                       Phone bill                    $350

Doc's Pipeline Plumbing       Move pipe - C102              $340


BFC MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: B F C Management, Inc.
        P.O. Box 446
        Parkersburg, West Virginia 26101

Bankruptcy Case No.: 04-40025

Type of Business: The Debtor was engaged in the motel business,
                  but is presently out of business due to
                  foreclosure on its former motel facility.
                  Debtor's only operations are to collect on a
                  claim against its former franchisor.

Chapter 11 Petition Date: January 20, 2004

Court: Southern District of West Virginia (Parkersburg)

Judge: Ronald G. Pearson

Debtor's Counsel: C. Page Hamrick, III, Esq.
                  P.O. Box 2521
                  Charleston, WV 25329-2521
                  Tel: 304-345-8283

Total Assets: $1,000,000

Total Debts:  $1,105,364

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Am. Electric Power            Trade debt                  $3,310

New Image Signs               Trade debt                  $3,000

Appalachian Power Co.         Trade debt                  $2,066

Econoco Inc.                  Trade debt                  $1,800

Wilderness PSD                Trade debt                  $1,752

Verizon                       Trade debt                  $1,703

Erie Insurance Collection     Trade debt                  $1,289
Dept.

Crosiers Sanitary Service     Trade debt                    $801

Frank L. White                Trade debt                    $800

Greenbrier Fire Protection    Trade debt                    $632

Merchant Product Services     Trade debt                    $570

WV Broadcasting               Trade debt                    $520

Am. Hotel Register Co.        Trade debt                    $469

Just Right Services           Trade debt                    $400

Nicholas Sanitation           Trade debt                    $384

WV Sportsman                  Trade debt                    $300

Southern Comm Corp.           Trade debt                    $260

R. D. Wilson                  Trade debt                    $187

Ferrell Gas                   Trade debt                    $180

Business Review               Trade debt                     $46


BLUEGREEN CORP: S&P Junks $150-Mill. Senior Unsecured Note Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Bluegreen Corp.'s proposed $150 million senior unsecured notes,
due 2014. Concurrently, Standard & Poor's affirmed its 'B'
corporate credit rating on the company. The outlook is stable. Pro
forma for the offering as of Sept. 30, 2003, debt outstanding was
approximately $260 million.

Proceeds will be used to redeem in full the company's existing
$110 million, 10.5% senior secured notes, due 2008; to redeem a
portion of its debt under its existing revolving credit agreement;
and for general corporate purposes. The proposed senior unsecured
notes will be guaranteed by all of Bluegreen's major subsidiaries
except Bluegreen/Big Cedar Vacations LLC (a 51%-owned joint
venture), Bluegreen Properties N.V. (a foreign subsidiary
organized in Aruba), and Resort Title Agency Inc. The non-
guarantor subsidiaries contribute a meaningful amount of
Bluegreen's consolidated assets.

Based in Boca Raton, Florida, Bluegreen develops, markets, and
sells timeshare interests in 17 resorts, located primarily in the
Southeast, Southwest, and Midwest. In addition, Bluegreen develops
and markets residential home sites through its Residential Land
and Golf division. The timeshare business is Bluegreen's primary
growth vehicle, representing approximately 75% of its total sales.

"The stable outlook reflects Standard & Poor's expectation that
U.S. demographics will continue to support demand for timeshare
units," said Standard & Poor's credit analyst Sherry Cai. The
outlook also underscores Bluegreen's history of successfully
accessing the securitization markets for liquidity.


CABLETEL COMMS: LaSalle Business Agrees to Forbear Until Feb. 20
----------------------------------------------------------------
Cabletel Communications Corp. (AMEX: TTV)(TSE: TTV), the leading
distributor of broadband equipment to the Canadian television and
telecommunications industries, was notified by its senior secured
lender, LaSalle Business Credit, a division of ABN AMRO Canada
N.V., Canadian Branch, that the lender will forebear from taking
any immediate action against the Company, under the rights and
remedies afforded to it in the credit agreement and related
documents, until February 20, 2004, subject to certain conditions
which the Company currently believes it will satisfy.

Cabletel has been notified that it is in default under its credit
agreement with the lender. As a result, the lender has the right
to demand immediate payment in full of all amounts due under the
credit agreement. However, as a result of the forebearance, the
lender has agreed not to take any immediate action against the
Company until at least February 20, 2004.

As previously announced, Cabletel is currently facing a liquidity
crisis and does not have adequate working capital to meet its
current obligations. To address these issues, the Company has been
in continuing discussions with its senior lender and is actively
exploring various options including (i) raising additional
financing through the issuance of debt or equity securities, (ii)
the restructuring of existing obligations and (iii) selling the
Company or certain of its assets. There can be no assurances that
any of these efforts will be successful and the Company may be
required to consider alternative courses of action including
filing a voluntary petition seeking protection under applicable
Canadian and/or U.S. restructuring laws.

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


CENTRAL WAYNE: Section 341(a) Meeting Will Convenes on Feb. 4
-------------------------------------------------------------
(Bernadette)

The United States Trustee will convene a meeting of Ventral Wayne
Energy Recovery LP's creditors on February 4, 2004, 9:00 a.m., at
300 W. Pratt, No. 375, Baltimore, Maryland 21201. This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Headquartered in 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.


CHIQUITA BRANDS: Confirms Talks for Sale of Colombian Operations
----------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) confirmed reports
that it is having discussions regarding the potential sale of its
banana-producing and port operations in Colombia to Invesmar Ltd.,
the holding company of C.I. Banacol S.A.  C.I. Banacol S.A. is a
Colombian-based producer and exporter of bananas.

The discussions also involve a potential long-term agreement for
Chiquita's purchase of Colombian bananas.

There can be no assurance that these discussions will lead to an
agreement or a transaction.

Chiquita currently produces approximately 11 million 40-lb. boxes
of bananas in Colombia, which represents about 10 percent of its
volume sourced from Latin America.

Chiquita Brands International (S&P, B Corporate Credit Rating,
Positive) is a leading international marketer, producer and
distributor of high-quality fresh and processed foods. The
company's Chiquita Fresh division is one of the largest banana
producers in the world and a major supplier of bananas in North
America and Europe. Sold primarily under the premium Chiquita(R)
brand, the company also distributes and markets a variety of other
fresh fruits and vegetables.  Additional information is available
at http://www.chiquita.com/


CRANSTON, RI: Fitch Ups Rating on $55MM Outstanding Bonds to BB
---------------------------------------------------------------
Fitch Ratings assigns an 'A+' rating to Cranston, Rhode Island's
$27.05 million qualified general obligation bonds. The bonds are
scheduled to price via negotiation on Jan. 27 with UBS Financial
Services Inc., and William Blair & Company as lead underwriters.
The Rating Outlook is Stable.

The 'A+' rating takes into account the protections provided by the
Cranston Qualified Bond Act but does not consider credit
enhancement that is expected to be provided by a municipal bond
insurance policy from a 'AAA'-rated insurer. The bonds mature
serially Feb. 15, 2005-2024 with semiannual interest payments on
Aug. 1 and Feb. 1, commencing Aug. 1, 2004. Bond proceeds will
defease outstanding bond anticipation notes issued by the city in
August of 2003 (rated 'F1+' by Fitch) and payable Feb. 18.
Projects supported by debt proceeds include school renovations and
additions as well as highway improvements. Additionally, Fitch
upgrades the city's GO rating on approximately $55 million
outstanding bonds not covered by the act to 'BB' from 'BB-' and
maintains the Positive Rating Outlook.

The Act became law on Feb. 5, 2003 and passage of the act was
critical in allowing Cranston to rollover its BANs that came due
Feb. 12, 2003. The act authorizes up to $28 million of qualified
GO bond issuance. The city's bonds issuance pursuant to the act
was approved by the state on Jan. 6 and are payable directly by
the state treasurer, 15 days prior to the bond payment date, from
certain state aid moneys otherwise payable to the city. The act
does not prohibit the state from reducing aid to the city in the
future but based on budgeted 2004 projections, applicable state
aid covers 2005 debt service by 7.3 times, exceeding the minimum
2x required under the act. The city's full faith and credit is
also pledged to the qualified debt and the city must include
applicable debt service payments in its annual budget.

The upgrade to 'BB' from 'BB-' on the city's outstanding GO debt
not covered by the act reflects the timely release of Cranston's
unqualified fiscal 2003 audit and the improved financial position
reflected therein. The Positive Rating Outlook reflects the
likelihood that Fitch will upgrade the city's unqualified GO
rating over the next one to three year period if the city produces
an unqualified 2004 audit in a timely manner, reports audited fund
balance equal to or greater than 2003 levels and demonstrates
continued progress towards the implementation of the comprehensive
fiscal recovery plan.

Cranston's below investment grade rating reflects the city's
weakened financial position through fiscal 2002 due to poor
budgeting, planning, and disclosure, as well as a large unfunded
pension liability, leading to a cumulative fund deficit in fiscal
2002.


CWMBS INC: Fitch Takes Rating Actions on Three Securitizations
--------------------------------------------------------------
Fitch Ratings has taken rating actions on the following CWMBS
(Countrywide Home Loans), Inc. residential mortgage-backed
certificates:

CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
Certificates, Series 1998-12 (ALT 1998-4)

        -- Class A affirmed at 'AAA';
        -- Class M affirmed at 'AAA';
        -- Class B1 affirmed at 'AAA';
        -- Class B2 affirmed at 'A';
        -- Class B3 affirmed at 'BB';
        -- Class B4 rated 'B' remains on Rating Watch Negative.

CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
Certificates, Series 2001-14 (ALT 2001-7)
        
        -- Class A affirmed at 'AAA';
        -- Class M upgraded to 'AAA' from 'AA+';
        -- Class B1 upgraded to 'AA' from 'A';
        -- Class B2, affirmed at 'BBB', is removed from Rating
              Watch Negative;
        -- Class B3 rated 'B' remains on Rating Watch Negative;
        -- Class B4 remains at 'C'.

CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
Certificates, Series 2001-17 (ALT 2001-8)

        -- Class A affirmed at 'AAA';
        -- Class M affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 affirmed at 'BBB';
        -- Class B3 affirmed at 'BB';
        -- Class B4 rated 'B' remains on Rating Watch Negative.

These actions are taken due to the level of losses incurred and
the delinquencies in relation to the applicable credit support
levels as of the December 2003 distribution. The affirmations on
the above classes reflect credit enhancement consistent with
future loss expectations.


DELTA AIR LINES: S&P Cuts and Keeps Low-B Ratings on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Jan. 26

Standard & Poor's Ratings Services lowered its ratings on all
classes of certificates issued by Corporate Backed Trust
Certificates Series 2001-6 Trust and Corporate Backed Trust
Certificates Series 2001-19 Trust. At the same time, the ratings
remain on CreditWatch with negative implications.

Series 2001-6 and 2001-19 are swap independent synthetic
transactions that are weak-linked to the underlying securities,
Delta Air Lines Inc.'s 8.3% senior unsecured notes due Dec. 15,
2029. The rating actions reflect the Jan. 14, 2004 lowering of the
senior unsecured debt ratings on Delta Air Lines Inc., which also
remain on CreditWatch with negative implications.

A copy of the Delta Air Lines Inc.-related press release dated
Jan. 14, 2004, is available on RatingsDirect, Standard & Poor's
Web-based credit analysis system.
   
        RATINGS LOWERED AND REMAIN ON CREDITWATCH NEGATIVE
   
        Corporate Backed Trust Certificates Series 2001-6 Trust
        $57 million corporate-backed trust certs series 2001-6
   
                            Rating
             Class    To              From
             A-1      B-/Watch Neg    B/Watch Neg
             A-2      B-/Watch Neg    B/Watch Neg
             A-3      B-/Watch Neg    B/Watch Neg
   
        Corporate Backed Trust Certificates Series 2001-19 Trust
        $27 million corporate-backed trust certs series 2001-19
   
                            Rating
             Class    To              From
             A-1      B-/Watch Neg    B/Watch Neg
             A-2      B-/Watch Neg    B/Watch Neg


DJ ORTHOPEDICS: Comments on Unusual Trading Activity on NYSE
------------------------------------------------------------
dj Orthopedics, Inc., (NYSE: DJO), was contacted by the New York
Stock Exchange regarding Monday's activity in the Company's common
stock.

The Company has not issued any news and is not aware of any events
that would account for the unusual trading activity.  As
previously announced on January 16, 2004, the Company will release
its fourth quarter and fiscal year end 2003 results on Wednesday,
January 28, 2004 and expects to report net revenues for the fourth
quarter of $54.6 million with net income of $0.21 per share.

dj Orthopedics (S&P, B+ Corporate Credit Rating, Negative) is a
global orthopedic sports medicine company focused on the design,
manufacture and marketing of products and services that regenerate
and rehabilitate soft tissue and bone after trauma, help protect
against injury and treat osteoarthritis of the knee.  Its broad
range of over 600 rehabilitation products, many of which are based
on proprietary technologies, includes rigid knee braces, soft
goods, specialty and other complementary orthopedic products such
as cold therapy and pain management systems.  The Company's
regeneration products consist of two bone growth stimulation
devices, the OL1000, approved by the FDA in 1994, which utilizes
patented Combined Magnetic Field technology to deliver a highly
specific, low-energy signal for the non-invasive treatment of an
established nonunion fracture acquired secondary to trauma,
excluding vertebrae and all flat bones, and SpinaLogic(R), a
state-of-the-art device used as an adjunct to primary lumbar
spinal fusion surgery for one or two levels, approved by the FDA
in late 1999. The Company's products provide solutions for
orthopedic professionals and their patients throughout the
patient's continuum of care.  For more information, visit the
Company's Web site at http://www.djortho.com/


DII INDUSTRIES: Provides Overview of Prepackaged Chapter 11 Plan
----------------------------------------------------------------
The DII Industries, LLC, and Kellogg, Brown & Root Debtors' filing
for Chapter 11 is contingent on satisfaction of certain
conditions, including:

   * acceptance of the Plan in the amounts and numbers required
     under Section 1126 of the Bankruptcy Code and by 75% in
     number of Asbestos PI Trust Claimants voting in Class 4;

   * completion of satisfactory due diligence by the Debtors
     regarding Settled Asbestos PI Trust Claims and Settled
     Silica PI Trust Claims as provided for in applicable
     Asbestos/Silica PI Trust Claimant Settlement Agreements;

   * the Debtors' ability to obtain financing sufficient to meet
     their obligations during the Reorganization Cases and under
     the Plan; and

   * approval by the boards of directors or the managing member,
     as the case may be, of Halliburton and the Debtors to file
     the Reorganization Cases.

The Plan is the product of intensive and extended negotiations
among the Debtors, their ultimate corporate parent, Halliburton
Company, the Legal Representative for Unknown and Future
Claimants, the Asbestos Committee, and various other counsel for
individual asbestos and silica claimants.  The Debtors believe
that the Plan offers the best available alternative for providing
equitable and expeditious distributions to Asbestos PI Trust
Claimants and Silica PI Trust Claimants.

A prepackaged plan of reorganization is one in which a debtor
seeks approval of a plan of reorganization from affected
creditors before filing for bankruptcy.  Because solicitation of
acceptances takes place before the bankruptcy filing, the amount
of time required for the bankruptcy case often is less than in
more conventional bankruptcy cases.  Greater certainty of results
and reduced cost are other benefits generally associated with
prepackaged bankruptcy cases.

The Plan is being implemented through Chapter 11 bankruptcy
filings to permit the Debtors to utilize statutory protections
available only in bankruptcy and to ensure that the resulting
resolution can be global rather than piecemeal.

If approved, confirmed, and becomes effective, the Plan will
affect the rights of:

   * persons who have asbestos-related or silica-related personal
     injury claims against one or more of the Halliburton
     Entities or Harbison-Walker Entities;

   * persons who may have a claim, demand, or cause of action in
     the future for asbestos-related or silica-related personal
     injury liabilities against one or more of the Halliburton
     Entities and Harbison-Walker Entities Parties arising out of
     the same or similar conduct or events that gave rise
     to present claims;

   * persons or entities entitled to indemnification or
     contribution from a Halliburton Entity or a Harbison-Walker
     Entity by virtue of contract and/or operation of law for
     asbestos-related or silica-related personal injury
     liabilities;

   * holders of Asbestos PI Trust Claims and Silica PI Trust
     Claims against a Halliburton Entity or a Harbison-Walker
     Entity to pursue such Claims against certain third parties;
     and

   * holders of Asbestos PI Trust Claims or Silica PI Trust
     Claims to assert Derivative Claims.

The term Halliburton Entity means:

   -- a Debtor;

   -- Halliburton Company;

   -- a Halliburton Current Affiliate; or

   -- a present and former director, officer, agent, attorney,
      accountant, consultant, financial advisor, investment
      banker, professional, expert, or employee.

The term Harbison-Walker Entity means:

   -- Harbison-Walker Refractories Company;

   -- Harbison-Walker Refractories Europe, Ltd.;

   -- Indresco International, Ltd.;

   -- Indresco Jeffrey Industria e Commercio Ltda.; or

   -- a present or former director, officer, agent, attorney,
      accountant, consultant, financial advisor, investment
      banker, professional, expert, or employee.

All other obligations of the Debtors are unimpaired under the
Plan and will be satisfied in accordance with their terms and
applicable non-bankruptcy law.

The Plan does not address any liabilities of the Harbison-Walker
Entities other than obligations to holders of Asbestos Unsecured
PI Trust Claims and Silica Unsecured PI Trust Claims.  Other
liabilities of the Harbison-Walker Entities will be addressed in
the Harbison-Walker Cases.

The key components of the Plan are:

   (a) the formation of two trusts, each enjoying the status of a
       qualified settlement fund under applicable federal income
       tax laws, one of which will assume all liability of the
       Halliburton Entities and the Harbison-Walker Entities for
       Asbestos Unsecured PI Trust Claims and Demands and the
       other of which will assume all liability of the
       Halliburton Entities and the Harbison-Walker Entities for
       Silica Unsecured PI Trust Claims and Demands;

   (b) the funding of the Asbestos PI Trust, directly or
       indirectly, by the Debtors, Halliburton, and Halliburton
       Energy Services, Inc., on their own behalf and on behalf
       of the Debtor-Affiliated Protected Parties, with:

       * cash contributions in an amount sufficient to pay
         Qualifying Settled Asbestos PI Trust Claims in full;

       * contribution of 59,500,000 shares of Halliburton common
         stock, subject to certain anti-dilution and transfer
         restrictions;

       * a one-year, non-interest-bearing note in favor of the
         Asbestos PI Trust from DII Industries in the principal
         amount of $30,742,628, payable quarterly;

       * a guarantee of the note by Halliburton;

       * the pledge by HESI of 51% of its Interests in DII
         Industries to secure payment of the note; and

       * the right to receive payments from the Reorganized
         Debtors equal to the amount of insurance recoveries
         received by the Debtors, Reorganized Debtors,
         Halliburton, or the Halliburton Current Affiliates after
         the Petition Date on account of asbestos-related
         personal-injury liabilities after the aggregate amount
         collected under the insurance policies for asbestos-
         related and silica-related liabilities reaches
         $2,300,000,000, up to the maximum aggregate amount of
         $700,000,000;

   (c) the funding of the Silica PI Trust, directly or
       indirectly, by the Debtors, Halliburton, and HESI, on
       their own behalf and on behalf of the Debtor-Affiliated
       Protected Parties, with:

       * an $15,000,000 initial cash contribution;
  
       * cash contributions in an amount sufficient to pay
         Qualifying Settled Silica PI Trust Claims in full;

       * a non-interest-bearing note in favor of the Silica PI
         Trust from DII Industries and KBR providing for annual
         payments tied to the Silica PI Trust Claims experience;

       * a guarantee of the note by Halliburton; and

       * the pledge by KBR of 51 % of its Interests in Mid-Valley
         to secure payments due on the first two anniversaries of
         the note;

   (d) the assumption by the Asbestos PI Trust and Silica PI
       Trust of all liability for Asbestos Unsecured PI Trust
       Claims and Silica Unsecured PI Trust Claims asserted or
       assertable against the Halliburton Entities and the
       Harbison-Walker Entities;

   (e) the liquidation of Unliquidated Asbestos PI Trust Claims
       and Unliquidated Silica PI Trust Claims under the
       applicable trust distribution procedures that will be
       implemented by the Asbestos PI Trust and the Silica PI
       Trust;

   (f) the payment of Liquidated Asbestos PI Trust Claims and
       Liquidated Silica PI Trust Claims by the Asbestos PI Trust
       and Silica PI Trust in a manner designed to ensure fair
       and equitable treatment of present and future holders of
       Asbestos Unsecured PI Trust Claims and Silica Unsecured PI
       Trust Claims;

   (g) the discharge of the Debtors from all present and future
       asbestos-related and silica-related personal-injury
       liabilities to the extent permitted by law; and

   (h) issuance of injunctions barring assertion of Asbestos
       Unsecured PI Trust Claims and Silica Unsecured PI Trust
       Claims against any of the Debtor-Affiliated Protected
       Parties.

               Negotiation of Settlement Agreements
                with Asbestos and Silica Claimants

After they made the decision to pursue a strategy independent of
Harbison-Walker, the Debtors and their outside counsel began
discussions with law firms representing a majority of known
asbestos and silica claimants in an effort to quantify and
liquidate as many claims as possible.

As of September 12, 2003, the Debtors negotiated 285 agreements-
in-principle, of which 270 had been executed.  These agreements
are:
                                               Aggregate Value
                                               of Settlements
                                                  Assuming
                                  Number of    Qualification of
Type of Settlement                Agreements      All Claims
------------------                ----------   ----------------
Asbestos settlement agreements
with law firms that entered into
settlements with Harbison-Walker,
but whose clients did not
receive payment on account of
such settlements because of
Harbison-Walker's subsequent
Bankruptcy                           37            $338,182,325

Asbestos verdict or judgment
Settlements                           4              33,186,550

Other asbestos settlements          217           2,410,874,770

Silica settlements                   12             136,200,000
                                   -----         --------------
Subtotal                            270           2,918,443,645

Other negotiated, but not fully
executed, asbestos and silica
settlements agreements               15             129,777,849
                                   -----         --------------
Total                               285           3,048,221,494
                                   =====         ==============

               Formation of the Asbestos Committee

Initially, the Debtors' efforts in the settlement agreements took
the form of informal discussions with Halliburton and counsel for
a number of plaintiffs.  By the fall of 2002, the discussions
became more organized, with counsel for asbestos claimants
forming an ad hoc Asbestos Committee to negotiate with the
Debtors on the structure and terms of a reorganization plan.  The
Asbestos Committee currently consists of 11 members, all of
whom are members of the official asbestos committee in the
Harbison-Walker Cases:

            * Peter Angelos
              Law Office of Peter Angelos
              One Charles Center
              100 N. Charles Street, 22nd Floor
              Baltimore MD 21201

            * Steven Kazan
              Kazan, McClain, Edises, Abrams,
              Fernandez, Lyons & Farrise
              171 Twelfth Street, Suite 300
              Oakland CA 94607

            * Steven T. Baron
              Silber Pearlman, LLP
              2711 North Haskell Avenue, 5th Floor
              LB33
              Dallas TX 74204

            * Steven J. Kherkher
              Williams-Bailey Law Firm, L.L.P.
              8441 Gulf Freeway, Suite 600
              Houston TX 77107

            * Matthew P. Bergman
              Bergman, Senn, Pageler & Frocki
              17530 Vashon Highway SW
              Vashon WA 98070

            * Sanders McNew
              Weitz & Luxenberg
              180 Maiden Lane
              New York NY 10038

            * John D. Cooney
              Cooney & Conway
              120 North LaSalle Street, 30th Floor
              Chicago IL 50502

            * Nancy Worth Davis
              Motley Rice LLC
              28 Bridgeside Blvd.
              Mt. Pleasant SC 29464

            * Mark C. Meyer
              Goldberg, Persky, Jennings & White, P.C.
              1030 Fifth Avenue
              Pittsburgh PA 15219

            * Thomas Wilson
              Kelley & Ferraro, LLC
              1300 East Ninth Street, Suite 1901
              Cleveland OH 44144

            * Christopher E. Fitzgerald
              Pritchard Law Firm, PLLC
              1126 Jackson Avenue, Suite 307
              Pascagoula MS 39568

              Classification and Treatment of Claims

Class   Description              Recovery Under The Plan
-----   -----------              -----------------------
N/A    Administrative Claims    Claims resulting from
                                 (i) postpetition liabilities
        Amount: $13,500,000      incurred in the ordinary course
                                 of business by a Debtors or (ii)
                                 postpetition contractual
                                 liabilities arising as a result
                                 of loans and advances will be
                                 paid in accordance with contract
                                 terms due.

                                 All other Allowed Administrative
                                 Claims will be paid in cash
                                 unless Holder agrees to other,
                                 lesser treatment.

N/A    Priority Tax Claims      If a Priority Tax Claim is due
                                 and owing on the Effective Date,
        Amount: $357,000         it will be paid in full unless
                                 Holder agrees to other, lesser
                                 treatment.

                                 If a Priority Tax Claim is one
                                 for a tax not yet due and owing
                                 on Effective Date, it will be
                                 paid as it becomes due and owing
                                 in the ordinary course, without
                                 giving effect to any
                                 acceleration that may occur as
                                 of the Petition Date, unless
                                 Holder agrees to other, lesser
                                 treatment.

  1     Priority Claims          Allowed Priority Claims will be
                                 paid on the Distribution Date or
        Amount: $73,000,000      when the claims become due and
                                 payable in the ordinary course.
                                 Each Holder will receive either:

                                 (a) the Allowed Amount; or

                                 (b) other, lesser treatment as
                                     may be agreed to in writing
                                     between the Debtors and the
                                     Holder.

                                 * Unimpaired and unable to vote

  2     Other Secured Claims     Unless Holder and Debtors agree
                                 in writing on other, lesser
        Amount: $0               treatment, the Holder will
                                 retain unaltered, equitable,
                                 and contractual rights to which
                                 the Holder is entitled.

                                 * Unimpaired and unable to vote

  3     General Unsecured        Unless the Holder and the
        Claims                   Debtors agree in writing on
                                 Other, lesser treatment, the
        Amount: $844,000,000     Holder will retain unaltered,
                                 equitable and contractual
                                 rights to which the Holder is
                                 entitled.

                                 To the extent not paid before
                                 the Effective Date, the Claims,
                                 which are not subject to a bona
                                 fide dispute, will be paid:

                                 (a) in the case of contractual
                                     claims, on the later of the
                                     Distribution Date or when
                                     the Claim becomes due and
                                     payable in the ordinary
                                     course in accordance with
                                     contractual terms without
                                     regard to acceleration; and

                                 (b) in the case of all other
                                     General Unsecured Claims,
                                     on the Distribution Date.

                                 * Unimpaired and unable to vote

  4     Asbestos Unsecured PI    On the Effective Date,
        Trust Claims             liability for all Asbestos
                                 Unsecured PI Trust Claims will
        Amount: Unknown          be assumed by the Asbestos PI
                                 Trust without further act or
                                 deed, and all further pursuit
                                 of these Claims against the
                                 Debtor-Affiliated Protected
                                 Parties will be permanently
                                 enjoined.

                                 Each Holder of a Qualifying
                                 Settled Asbestos PI Trust Claim
                                 will receive the Liquidated
                                 Amount of the Claim from the
                                 Asbestos PI Trust in full
                                 satisfaction of the Claim,
                                 subject to the Holder's
                                 satisfaction of documents and
                                 other requirements of the
                                 applicable settlement
                                 agreement.

                                 If an Asbestos Unsecured PI
                                 Trust Claim has not been
                                 liquidated by the Effective
                                 Date, the Claim will be
                                 liquidated and paid under the
                                 Asbestos Trust Distribution
                                 Procedures to be implemented by
                                 the Asbestos PI Trust.  Holders
                                 who are unable to meet
                                 settlement criteria for
                                 qualification have the right to
                                 seek for liquidation of their
                                 Claims under the Asbestos TDP.

                                 Once paid, each Holder will be
                                 deemed to have assigned to the
                                 Debtors any Direction Action
                                 that the Holder may have.

                                 * Impaired and able to vote

  5     Asbestos Secured Claims  As of the Effective Date, each
                                 Holder will retain the legal,
        Amount: $0               equitable and contractual
                                 rights to which the Holder is
                                 entitled.

                                 Disputes relating to Asbestos
                                 Secured Claims will be heard
                                 and resolved solely by the
                                 Court.

                                 * Unimpaired and unable to vote

  6     Silica Unsecured PI      On the Effective Date,
        Trust Claims             liability for all Silica
                                 Unsecured PI Trust Claims will
        Amount: Unknown          be assumed by the Silica PI
                                 Trust without further act or
                                 deed, and all further pursuit
                                 of these Claims against Debtor-
                                 Affiliated Protected Parties
                                 will be permanently enjoined.

                                 Each Holder will receive the
                                 Liquidated Amount from the
                                 Silica PI Trust in full
                                 satisfaction of the Claim,
                                 subject to the Holder's
                                 satisfaction of documents and
                                 other requirements of the
                                 applicable settlement
                                 agreement.

                                 If a Claim has not been
                                 liquidated by the Effective
                                 Date, it will be liquidated and
                                 paid under the Silica TDP.
                                 Holders of Settled Silica PI
                                 Trust Claims who are unable to
                                 meet settlement criteria for
                                 qualification have the right to
                                 seek to have their Claims
                                 liquidated under the Silica
                                 TDP.

                                 Once paid, each Holder will be
                                 deemed to have assigned to the
                                 Debtor against whom the Claim
                                 is made any Direct Action that
                                 the Holder may have.

                                 * Impaired and able to vote

  7     Silica Secured Claims    As of the Effective Date,
                                 each Holder will retain the
        Amount: $0               legal, equitable and
                                 contractual rights to which the
                                 Holder is entitled.

                                 Disputes relating to Silica
                                 Secured Claims will be heard
                                 and resolved solely by the
                                 Bankruptcy Court.

                                 * Unimpaired and unable to vote

  8     Intercompany Claims      Unless otherwise agreed between
                                 the parties, all Claims will be
        Amount: $0               paid in the ordinary course of
                                 business or otherwise treated
                                 in accordance with the parties'
                                 custom.

                                 * Unimpaired and unable to vote

  9     Interests                Holders will retain their
                                 interests after the Effective
                                 Date.

                                 * Unimpaired and unable to vote

                       Liquidation Analysis

The Debtors' projected pro forma liquidation analysis assumes a
hypothetical Chapter 7 bankruptcy case and assumes that the pre-
filing transactions contemplated under the Plan are completed as
of the Petition Date.  The Debtors present the estimated recovery
ranges of assets and liabilities.

After considering the effects that a Chapter 7 liquidation would
have on the ultimate proceeds available for distribution to
creditors in their reorganization cases, the Debtors have
determined that confirmation of the Plan will provide each holder
of an allowed claim with a liquidated amount that is not less
than what the holder will receive pursuant to a Chapter 7
liquidation.  The Debtors also believe that the value of any
distributions to claimants in a Chapter 7 case would be less than
the value of distributions under the Plan.

The liquidation analysis is based on a number of estimates and
assumptions.  Although developed and considered reasonable by
management of the Debtors, the estimates and assumptions are
subject to significant economic, business, regulatory, and
competitive uncertainties and contingencies beyond the Debtors'
control.

                         Debtor Entities
                       Liquidation Analysis
                        December 31, 2003
                         ($ in Millions)
                                     
                                                 Range Value
                                           ---------------------
                             Projected          Liquidation
                             Pro Forma     % Recovery      $
                            Balance Sheet     High        High
                            -------------  ----------  ---------
Current Assets:
Cash and equivalents             $144        100.00%      $144
Notes and accounts
  receivable, net                 290         82.00        238
Inventories                        22         36.00          8
Other current assets               46         13.00          6
                            -------------  ----------  ---------
Total current assets              502                      396

Net property, plant
  & equipment                      97        100.00         97
Equity in and advances
  To related companies            855         92.00        787
Intercompany                    1,402        100.00      1,402
Goodwill, net                     171          0.00          -
Noncurrent deferred
  income taxes                    466          0.00          -
Insurance for asbestos-
  related and silica-
  related personal
  injury claims                 2,302        100.00      2,300
Right to Halliburton shares     1,190        100.00      1,190
Other assets                      170         81.00        137
                            -------------  ----------  ---------
Estimated liquidation value    $7,155                   $6,309
                            =============              =========

Less:
Chapter 7 admin expenses:
Trustee fees and expenses                                ($189)
Postpetition professional
  Fees                                                    (125)
Other postpetition
  admin expenses, net                                      (26)
                                                       ---------
  Subtotal                                                (340)

Estimated amount available
  For unsecured claims                                   5,969

Estimated unsecured claims:
Asbestos-related & silica-
  related personal injury
  claims                                                (4,065)
Other unsecured claims                                    (884)
Contingent claims                                       (1,020)
                                                       ---------
                                                        (5,969)
                                                       ---------
Estimated excess                                            $-
                                                       =========
Recovery to unsecured
  creditors                                             100.00%
                                                       =========

                         Debtor Entities
                       Liquidation Analysis
                        December 31, 2003
                         ($ in Millions)

                                            Range Value
                                       ---------------------
                                            Liquidation
                                       % Recovery      $
                                          Low         Low
                                       ----------  ---------
Current Assets:
Cash and equivalents                     100.00%      $144
Notes and accounts
  receivable, net                         63.00        183
Inventories                               22.00          5
Other current assets                      03.00          1
                                       ----------  ---------
Total current assets                                   333

Net property, plant
  & equipment                             80.00         78
Equity in and advances
  To related companies                    82.00        701
Intercompany                               0.00          -
Goodwill, net                              0.00          -
Noncurrent deferred
  income taxes                             0.00          -
Insurance for asbestos-
  related and silica-
  related personal
  injury claims                           78.00      1,800
Right to Halliburton shares               75.00        893
Other assets                              56.00         95
                                       ----------  ---------
Estimated liquidation value                         $3,900
                                                   =========

Less:
Chapter 7 admin expenses:
Trustee fees and expenses                            ($117)
Postpetition professional
  Fees                                                (150)
Other postpetition
  admin expenses, net                                  (77)
                                                   ---------
  Subtotal                                            (344)

Estimated amount available
  For unsecured claims                               3,556

Estimated unsecured claims:
Asbestos-related & silica-
  related personal injury
  claims                                            (4,065)
Other unsecured claims                                (884)
Contingent claims                                   (1,191)
                                                   ---------
                                                    (6,140)
                                                   ---------
Estimated excess                                   ($2,584)
                                                   =========
Recovery to unsecured
  creditors                                          57.00%
                                                   =========

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)


DYNEGY: Enters into New Peaking Capacity Arrangement with NCMPA1
----------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) reached an agreement to provide North
Carolina Municipal Power Agency Number 1 (NCMPA1) with 50
megawatts of peaking capacity from the company's Rockingham
electric power generating facility in Rockingham County, N.C. The
five-year capacity agreement extends from Jan. 1, 2006 through
Dec. 31, 2010. Financial terms of the transaction were not
disclosed.

Dynegy has been providing peaking capacity to NCMPA1 from the
Rockingham facility since an initial four-year contract was
entered into in 2002.

"As Dynegy continues to make progress in its self-restructuring,
we are seeing stronger interest in longer-term contracts with
municipal power agencies, regional electric membership
corporations and other wholesale customers," said Bruce A.
Williamson, president and chief executive officer of Dynegy Inc.
"We anticipate that this type of business activity will increase
as the U.S. economy strengthens, resulting in greater utilization
of our peaker fleet."

Clay Norris, division director of planning for ElectriCities of
North Carolina, Inc., NCMPA1's management services provider, said:
"We are very pleased to have completed this peaking capacity
transaction with Dynegy. This transaction, along with our existing
purchases from Dynegy, ensure that long-term, reliable and
economical peaking capacity is available for NCMPA1's member
cities."

Dynegy's Rockingham facility, which began commercial operation in
2000, is located near Bethany, N.C. The plant consists of five
dual-fuel-fired combustion turbines with a total generating
capacity of more than 800 megawatts. Rockingham is designed to
operate during periods of peak demand, which is typically during
the winter and the hottest parts of summer.

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

NCMPA1 is the full-requirements supplier to 19 municipal utility
members within the Duke Energy service area in the Piedmont and
western parts of North Carolina.

ElectriCities of North Carolina, Inc. is a government service
organization representing cities, towns and universities that own
electric distribution systems. ElectriCities represents more than
90 members in North Carolina, South Carolina and Virginia. In
addition, ElectriCities is the provider of management services to
North Carolina's two joint action municipal power supply agencies,
NCMPA1 and North Carolina Eastern Municipal Power Agency.


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

Bankruptcy Case No.: 04-00528

Chapter 11 Petition Date: January 13, 2004

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

The Debtor did not file a list of it's 20-largest creditors


EMERITUS: Acquires Five Assisted Living Communities for $22.6MM
---------------------------------------------------------------
On December 31, 2003, Emeritus Corporation acquired the ownership
interest of five assisted living communities in California,
Colorado, and Kansas containing an aggregate of 355 unitsfrom
certain affiliates of Alterra Healthcare Corporation, for a
purchase price of $22.6 million. The five assisted living
communities are The Palms at Loma  Linda, California, The Springs
at Oceanside, California, The Fairways of Augusta, Kansas, Liberal
Springs, Kansas, and Loyalton of Broadmoor, Colorado.

The Company assumed the original underlying mortgage debt of $25
million, of which, $22.6 million of principal was outstanding at
December 31, 2003.  The mortgage requires monthly principal and
interest payments of approximately $178,000, bears an interest  
rate of 6.98%, and matures in August 2008.

The Five Properties in this acquisition are purpose-built assisted
living communities in which the Company plans to offer both
assisted and memory loss services in select communities.

Emeritus Assisted Living is a national provider of assisted living
and related services to seniors. The Company is one of the largest
developers and operators of freestanding assisted living
communities throughout the United States. The Company also
participates in a joint venture to develop assisted living
communities in Japan. These communities provide a residential
housing alternative for senior citizens who need help with the
activities of daily living with an emphasis on assistance with
personal care services to provide residents with an opportunity to
age in place. The Company currently holds interests in 154
communities representing capacity for approximately 13,843
residents in 29 states and Japan. The Company's common stock is
traded on the American Stock Exchange under the symbol ESC.

At September 30, 2003, Emeritus Corporation's balance sheet shows
a working capital deficit of about $20 million, and a total
shareholders' equity deficit of about $77 million.


ENCOMPASS SERVICES: Court Disallows Yamas Controls' $1.6M Claim
---------------------------------------------------------------
Upon review of the Schedules and the proofs of claim filed in
each of the Encompass Services Debtors' cases, Todd A. Matherne,
the Debtors' Disbursing Agent, discovered that 36 claimants assert
misclassified claims.  The Claimants allege that they possess
unsecured priority or secured claims, without sufficient grounds
or documentation to support their allegations.

"The Misclassified Claims should be reclassified to general
unsecured non-priority claims," Marcy E. Kurtz, Esq., at Bracewell
& Patterson, LLP, in Houston, Texas, asserts.

The Misclassified Claims include:

  Claimants                 Claim No.      Claim Amount
  ---------                 ---------      ------------
  Sacco Electric & Utility     4474           $19,661
  Labor Ready                  4815            33,193
  Lasco Services Inc.          1466            36,255
  Yamas Controls Inc.          2284         1,661,917
  Sharon Hodgson               3144            16,028
  Redblock Construction        1399            13,567
  TRI-Serv. Inc.               1020             8,820
  MBC-Precision Imaging          87             8,287
  Brock tool Co.               1625            15,429
  Bethany Fire Station         3147             4,110

Accordingly, the Court expunges the Misclassified Claims, except
with respect Claim No. 1466 filed by Lasco Services Inc.  Judge
Greendyke will continue the hearing on Claim No. 1466 on
February 2, 2004. (Encompass Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Court Extends Solicitation Exclusivity to April 30
--------------------------------------------------------------
Enron Corporation and its debtor-affiliates obtained the U.S.
Bankruptcy Court's approval extending the Exclusive Period within
which they must solicit acceptances of their Plan from creditors
until April 30, 2004.

On July 11, 2003, the Enron Corporation Debtors filed with the
Court a proposed Chapter 11 plan and related disclosure statement.  
On September 18, 2003, the Debtors filed the Amended Plan and
Disclosure Statement.  A Second Amended Plan is now on the table.  
The Court scheduled a hearing on November 18, 2003, to consider
the adequacy of the information contained in the Disclosure
Statement and scheduled a hearing to consider confirmation of the
Plan on February 27, 2004. (Enron Bankruptcy News, Issue No. 95;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Judge Gonzalez Establishes Plan-Voting Procedures
-------------------------------------------------------------
U.S. Bankruptcy Court Justice Gonzalez, overseeing the Enron
Debtors' bankruptcy proceedings, rules that:

A. Allowance of Claims for Voting Purposes

   (a) If a claim is deemed allowed pursuant to the Plan, then
       that claim will be allowed for voting purposes in the
       amount and classification deemed allowed in the Plan;

   (b) Except as otherwise provided, and unless temporarily
       allowed for voting purposes, if a filed proof of claim
       asserts a claim in a wholly unknown or unliquidated amount
       or is docketed in the database of the official claims
       docketing agent, Bankruptcy Services, LLC's, as of
       January 6, 2004 in the amount of $0, then that claim will
       be allowed for voting purposes only in the amount of $1;

   (c) If a filed proof of claim asserts a claim in a partially
       unknown or unliquidated amount, then that claim will be
       allowed for voting purposes only in the amount of the
       known or liquidated portion of the claim as docketed in
       BSI's database as of January 6, 2004;

   (d) If a claim has been estimated and allowed by an order of
       the Bankruptcy Court in accordance with the Estimation
       Motion or otherwise, then that claim will be allowed for
       voting purposes in the amount approved by the Bankruptcy
       Court, provided that the order is entered on or before
       March 10, 2004;

   (e) If a claim is listed in the Debtors' schedules as
       contingent, unliquidated, or disputed and a proof of
       claim was not (i) filed by the applicable bar date for
       the filing of proofs of claim established by the
       Bankruptcy Court, or (ii) deemed timely filed by a Court
       order prior to January 6, 2004, unless the Debtors have
       consented in writing, then that claim will be disallowed
       for voting purposes;

   (f) If (i) the Debtors or any other party have objected to
       the entirety of a claim by serving and filing an
       objection, motion or adversary proceeding on or before
       January 9, 2004 and (ii) the claim has not been
       temporarily allowed for voting purposes, then that claim
       will be disallowed for voting purposes;

   (g) If (i) the Debtors or any other party have objected to a
       portion of a claim by serving and filing an objection,
       motion or adversary proceeding on or before January 9,
       2004 and (ii) that portion of the claim has not been
       temporarily allowed for voting purposes, then the claim
       will be allowed for voting purposes only in the amount
       that is not the subject of the pending objection;

   (h) If (i) the Debtors or any other party have objected to a
       claim by serving and filing an objection, motion or
       adversary proceeding to the classification of all or part
       of a claim on or before January 9, 2004 and (ii) the
       claim has not been temporarily allowed for voting
       purposes, then the claim will be allowed for voting
       purposes only in the classification that is not the
       subject of the pending objection;

   (i) Unless otherwise temporarily allowed for voting purposes,
       if one proof of claim asserts the same claim against
       multiple Debtors, then that claim will be allowed for
       voting purposes only against the Debtor as docketed in
       BSI's claims database as of January 6, 2004;

   (j) The allowed amount of any proof of claim for voting
       purposes will be the amount as docketed in BSI's claims
       database as of January 6, 2004;

   (k) For purposes of determining eligibility to vote, the
       classification of a claim will be determined based on
       the classification as docketed in BSI's claims database
       as of January 6, 2004; provided, however, that any claims
       for which BSI was unable to identify the classification
       will be classified as general unsecured claims;

   (l) If a creditor opts into or out of a particular
       convenience class, then any election will be binding on
       that creditor regardless of whether the claim is
       ultimately allowed against a different Debtor or in a
       different amount;

   (m) If a claim is allowed pursuant to a Bankruptcy Court-
       approved settlement on or before April 14, 2004, then the
       claim will be entitled to vote on the Plan in accordance
       with the terms of the settlement;

   (n) Unless temporarily allowed for voting purposes, if a
       proof of claim asserts a claim that is not in U.S.
       dollars, the claim will be treated as unliquidated and
       allowed for voting purposes only in the amount of $1;

   (o) Unless temporarily allowed for voting purposes, if (i) a
       proof of claim was filed after the applicable Bar Date,
       (ii) the creditor did not obtain leave to file a late
       claim, and (iii) the proof of claim is not docketed in
       BSI's database as of January 6, 2004 as an amendment of
       a timely filed claim, then the claim will be disallowed
       for voting purposes only;

   (p) If the Debtors scheduled a claim and the creditor filed a
       proof of claim superseding a scheduled claim, then the
       scheduled claim is deemed superseded in accordance with
       Bankruptcy Rule 3003(c)(4) and the scheduled claim will
       be disallowed for voting purposes; and

   (q) If a creditor withdraws its claim on or before March 24,
       2004, then the creditor will not be entitled to vote the
       withdrawn claim.

B. Temporary Allowance Motions

   To the extent that a creditor seeks to have its claims
   temporarily allowed for voting purposes for any reason, these
   procedures will apply:

   (a) All motions to seek temporary allowance of a claim for
       voting purposes must be filed with the Bankruptcy Court
       on or before February 17, 2004 at 5:00 p.m. New York City
       Time;

   (b) For administrative purposes, the Debtors will coordinate
       with the Bankruptcy Court and will notify the movants of
       the date and time for hearings on their Temporary
       Allowance Motions by no later than March 1, 2004;
       provided, however, that hearings will be held on the
       Temporary Allowance Motions from March 8, 2004 through
       April 8, 2004, and all orders temporarily allowing any
       claims for voting purposes will be entered by the Court
       on or before April 14, 2004; and

   (c) Responses to Temporary Allowance Motions must be filed
       by no later than 5:00 p.m. New York City Time on the date
       that is five business days prior to the hearing on the
       Temporary Allowance Motion.

   All claims that have been docketed in BSI's database as of
   January 6, 2004 as secured, administrative or priority that
   are not objected to by any party via motion, adversary
   proceeding or otherwise will be treated as unimpaired claims
   for voting purposes and will not vote on the Plan.

C. Ballot Correction Motions

   The data utilized to identify the amount and classification
   of each claim entitled to vote on the Plan will be based on
   BSI's database except as that data may be modified in
   accordance with these procedures:

   (a) If, upon receipt of a ballot, a creditor believes that
       the amount or classification of its claim as it appears
       on the ballot incorrectly reflects the information set
       forth in the creditor's proof of claim due to a clerical
       or typographical error in entering the data, then that
       creditor will be entitled to:

        -- on or before February 13, 2004, contact Innisfree at
           (877) 825-8906 (TOLL FREE) to inquire and make a good
           faith attempt to resolve the clerical or typographical
           error consensually;

        -- if the parties agree to make a consensual change to
           the ballot, then the change will control how the
           creditor will vote the claim; and

        -- if the parties are unable to resolve the matter, the
           creditor may file a motion with the Court, by no
           later than February 17, 2004 at 5:00 p.m. New York
           City Time, requesting that the Debtors (A) cure the
           discrepancy between the ballot and the proof of claim
           as filed and (B) provide the creditor with a revised
           Ballot;

   (b) To be considered, all Ballot Correction Motions must
       annex a copy of the proof of claim as filed and state
       that a good faith attempt was made to resolve the
       discrepancy by February 13, 2004;

   (c) For administrative purposes, the Debtors will coordinate
       with the Bankruptcy Court and will notify the movants of
       the date and time for hearings on their respective Ballot
       Correction Motion by no later than March 1, 2004;
       provided, however, that hearings will be held from
       March 8, 2004 through April 8, 2004, and all orders on
       Ballot Correction Motions will be entered by the Court on
       or before April 14, 2004;

   (d) Responses to Ballot Correction Motions must be filed by
       no later than 5:00 p.m. New York City Time on the date
       that is five business days prior to the hearing on the
       Ballot Correction Motion;

   (e) Notwithstanding the foregoing deadlines, if either (i)
       the date for mailing solicitation packages or (ii) the
       voting deadlines are extended beyond the dates set forth
       herein prior to the expiration of the deadlines, then the
       deadlines will be extended by the lesser of (x) the same
       number of days as the deadline to mail solicitation
       packages has been extended, (y) the same number of days
       as the voting deadline has been extended for all voting
       creditors or (z) 10 business days;

   (f) The failure of any creditor to file a Ballot Correction
       Motion by the set deadline will result in the information
       contained in the ballot being binding on that creditor
       for voting purposes only;

   (g) To the extent that a creditor files a Temporary Allowance
       Motion, all issues pertaining to voting the claim will be
       considered as part of the motion and the creditor will not
       be entitled to file a Ballot Correction Motion for the
       same claim.  If a  creditor disputes the classification or
       amount of its claim based on substantive legal issues as
       well as clerical or typographical errors based on the BSI
       database, then the creditor will raise all issues related
       to the classification or amount of the claim via a
       Temporary Allowance Motion; and

   (h) Creditors may only file Ballot Correction Motions if (i)
       the Ballot Correction Motion is based entirely on a
       clerical or typographical error in BSI's database that
       results in a clerical or typographical error on the
       creditor's Ballot, (ii) the creditor has not filed a
       Temporary Allowance Motion for the same claim, and (iii)
       the creditor has attempted in good faith to resolve the
       clerical or typographical error by February 13, 2004, but
       was unable to resolve the dispute.

D. Voting Stipulations

   The Debtors may file with the Court stipulations regarding
   the treatment of claims for voting purposes under a notice of
   presentment in lieu of filing responses to Ballot Correction
   Motions, Temporary Allowance Motions or other pleadings by
   the Debtors seeking to reduce, disallow or reclassify the
   creditor's claim for voting purposes.  The period for the
   presentment will be five business days.  All Voting
   Stipulations must be entered by the Court on or before
   April 14, 2004 to be effective for purposes of tabulation of
   the votes. (Enron Bankruptcy News, Issue No. 95; Bankruptcy
   Creditors' Service, Inc., 215/945-7000)


EXCALIBUR INDUSTRIES: Files for Chapter 7 Liquidation in Texas
--------------------------------------------------------------
On September 30, 2003, Excalibur Industries, Inc. discontinued the
operations of its wholly-owned subsidiaries, Excalibur Services,
Inc. and Excalibur Steel, Inc., and it also discontinued the
manufacturing operations of its wholly-owned subsidiary Excalibur
Aerospace, Inc.

On December 9, 2003, Stillwater National Bank and Trust conducted
a UCC-1 sale of the equipment, inventory and other assets of the
Tulsa Operations in Tulsa, Oklahoma via an auctioneer hired by the
bank. The net proceeds of this auction, in the approximate amount
of $690,000, were delivered directly to Stillwater National Bank
to pay for the costs of the auction of about $60,000, and applied
the remaining approximately $630,000 to the outstanding debt of
the Excalibur credit facility.

On December 31, 2003, Excalibur Steel, Excalibur Services, and
Excalibur Aerospace each filed a voluntary petition for protection
under Chapter 7 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court, Southern District of Texas. The three
subsidiaries identified an aggregate amount of $6,837,000 in
liabilities on its debtor schedules in the bankruptcy proceedings.


EXCALIBUR STEEL: Voluntary Chapter 7 Case Summary
-------------------------------------------------
Lead Debtor: Excalibur Steel Inc.
             3303 FM 1960 West Suite 300
             Houston, Texas 77068

Bankruptcy Case No.: 03-48235

Debtors affiliate filing separate chapter 7 petitions:

     Entity                                     Case No.
     ------                                     --------
     Excalibur Aerospace Inc.                   03-48236
     Excalibur Services Inc.                    03-48238

Type of Business: The Debtor is a diversified designer,
                  fabricator and manufacturer for a variety of
                  industries. Its operations include the
                  fabrication and manufacture of structural steel
                  components on a high-volume basis; the design
                  and manufacture of aircraft training devices
                  used for civil, military and counter-terrorism
                  sectors; the fabrication and production of
                  pressure vessels and heat exchangers, and the
                  fabrication of precision machined parts used in
                  the oil and gas industry.
                  See http://www.excalind.com/

Chapter 7 Petition Date: December 31, 2003

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtors' Counsel: Jean Petersen Sumers, Esq.
                  Attorney at Law
                  3050 Post Oak Boulevard Suite 1750
                  Houston, TX 77056-5305
                  Tel: 713-850-7955
                  Fax: 713-850-8917

Total Assets: $0

Total Debts:  $6,837,022


EXIDE TECHNOLOGIES: Signs New Supply Agreement with Deere & Co.
---------------------------------------------------------------
Exide Technologies, (OTC Bulletin Board: EXDTQ) --
http://www.exide.com/-- a global leader in stored  
electrical-energy solutions, has signed a new supply agreement for
North America with John Deere Merchandise, the aftermarket source
for John Deere batteries.  

John Deere is the world's leading manufacturer of agricultural and
forestry equipment; a leading supplier of equipment used in lawn,
grounds and turf care; and a major manufacturer of construction
equipment. Known for its commitment to quality, innovation, and
integrity, John Deere maintains a strong dealer network as well as
industry-leading parts and service programs that support owners of
its new and used vehicles.

The exclusive three-year agreement covers existing Exide
Technologies aftermarket product offerings including all batteries
distributed through Deere's aftermarket programs for the
agriculture, construction, forestry, commercial, and consumer
equipment divisions.  Products include the StrongBox(TM) and
Hibernator(TM) brands, specifically designed for superior
performance in grueling off-road applications, and the new
Performance brand, a recently introduced battery line providing
coverage for all-terrain vehicles as well as automotive and light-
duty applications.

Exide has supplied lead-acid batteries to John Deere for more than
40 years.

"This new agreement provides Exide the opportunity to continue
expanding into new heavy-equipment markets while providing
products and services that meet the exacting quality standards
that John Deere customers expect," said Craig H. Muhlhauser,
Chairman and CEO of Exide Technologies.  "Exide is in business to
make our customers successful, and we recognize the challenges
that the agriculture and off-road markets face today.  We
sincerely appreciate John Deere's continued support and confidence
as we continue to provide innovative programming while maintaining
the highest levels of quality and service to our valued partner."

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

Industrial uses include network power applications such as
telecommunications systems, electric utilities, railroads,
photovoltaic (solar-power related) and uninterruptible power
supply (UPS); and motive-power applications for a broad range of
equipment uses, including lift trucks, mining vehicles and
commercial vehicles.

Transportation applications include automotive, heavy-duty truck,
agricultural and marine, as well as new technologies being
developed for hybrid vehicles and new 42-volt automotive
applications. The company supplies both aftermarket and original-
equipment transportation customers.

Further information about Exide Technologies, its financial
results and other information can be found at
http://www.exide.com/


EXIDE TECHNOLOGIES: Bringing in Patton Boggs as Special Counsel
---------------------------------------------------------------
In May and June 2000, Pacific Dunlop Holdings and various foreign
Pacific Dunlop entities entered into separate stock or sale
agreements with the Exide Technologies Debtors and their various
non-debtor affiliates.

The Pacific Dunlop Entities filed a complaint before the Circuit
Court of Cook County, Illinois, against the Debtors and certain
non-debtor defendants alleging that, at the time of the closing
on the Sales Agreements, the Debtors and the Non-Debtor
Defendants wrongfully retained funds belonging to the Pacific
Dunlop Entities based on breach of contract, unjust enrichment or
conversion.

Pacific Dunlop alone filed a second complaint against the Debtors
alleging that they owed amounts relating to certain letters of
credit.  The first and second complaints were consolidated into
one action before the Illinois State Court.  The Debtors dispute
all allegations in the State Court Actions.

Subsequently, the Pacific Dunlop Entities filed four proofs of
claim against the Debtors' estate.  The Pacific Dunlop Entities
incorporated the claims asserted in the State Court Actions and
asserted new claims aggregating $20,131,838.

Pacific Dunlop also filed a request before the Bankruptcy Court
to liquidate its claims in the State Court, but was denied.  The
Bankruptcy Court found out that the Debtors are the sole
indemnitor under the "Coordinating Agreement" between the parties
and that, consequently, the foreign Pacific Dunlop entities had
no right to recover against the Non-Debtor entities.

By this application, the Debtors seek the Court's authority to
employ Patton Boggs LLP as their special counsel, nunc pro tunc
to July 28, 2003, to provide services with respect to the issues
that may arise during their Chapter 11 cases related to the State
Court Actions.

Patton Boggs has represented the Debtors in connection with the
Pacific Dunlop claims and other matters that have arisen as a
result of the State Court Actions.  Accordingly, Patton Boggs has
extensive knowledge of the relevant legal issues involving the
Pacific Dunlop claims.

Patton Boggs has two separate compensation arrangements with the
Debtors.  The compensation structure differs depending on whether
the work being performed is related to the defense of the State
Court Actions or the prosecution of any potential counterclaims.  
Patton Boggs will be compensated on an hourly basis, plus
reimbursement of actual, necessary expense incurred by Patton
Boggs.  The firm's current hourly rates are:

         Partners                   $340 - 540
         Associates                  180 - 325
         Legal Assistants             50 - 130

According to Benjamin G. Chew, a partner at Patton Boggs, the
firm does not represent or hold any interest adverse to the
Debtors or their estates with respect to matters on which Patton
Boggs is to be employed.  Mr. Chew assures the Court that Patton
Boggs does not have any connection with any creditor or other
parties-in-interest to the Debtors.

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)


FANSTEEL INC: Successfully Emerges from Chapter 11 Proceedings
--------------------------------------------------------------
Fansteel Inc., announced that its amended joint reorganization
plan became effective on January 23, 2004, and that Fansteel has
emerged from its Chapter 11 bankruptcy as a solvent, financially
rehabilitated company.

As previously reported, on January 15, 2002, Fansteel and its U.S.
subsidiaries filed voluntary petitions for reorganization relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware.

On November 17, 2003, the Bankruptcy Court confirmed Fansteel and
its U.S. subsidiaries' first amended joint plan of reorganization,
and on December 23, 2003, the Bankruptcy Court confirmed the
modifications to Fansteel and its U.S. subsidiaries' second
amended joint plan of reorganization.

The Plan authorizes the issuance of 3,600,000 shares of common
stock of the reorganized Company. The general unsecured creditors
are receiving approximately 50% stock ownership. The Pension
Benefit Guarantee Corporation will receive approximately 21% of
the common stock being issued in the reorganization as part of the
settlement of its claims related to the under-funding of the
Company's now-terminated Consolidated Pension Plan. The common
stockholders of pre-reorganized Fansteel are receiving 24% of the
newly issued stock. Finally, 5% of the Company's unissued Common
Stock has been set-aside in an employees plan, also approved as
part of the confirmation.

As of the Effective Date, all existing common stock and options
for Fansteel's old common stock were canceled.

Within 20 business days of the Effective Date, an initial
distribution of the new common stock will be made to unsecured
creditors (who will also receive an initial distribution of cash
pursuant to the Plan) and shareholders. Some shares of new common
stock earmarked for the general unsecured creditors will not be
issued pending the outcome of negotiations and/or proceedings to
determine whether currently contested claims shall be allowed.
Prior to such initial distribution, trading of the new common
stock may occur on a "when-issued" basis on the over-the-counter
Pink Sheets. The "when-issued" status prevents clearing and
settling of trades of Fansteel's new common stock during the time
that the "when-issued" status is in effect.

Fansteel is a manufacturer of engineered metal components and
aerospace castings used in a variety of markets including
automotive, energy, military and commercial aerospace,
agricultural and construction machinery, lawn and garden
equipment, marine, plumbing and electrical hardware industries.


FAO INC: Court OKs Sale of FAO Schwarz Assets to D.E. Shaw Unit
---------------------------------------------------------------
FAO, Inc., announced that Judge Joel B. Rosenthal of the U.S.
Bankruptcy Court, District of Delaware, has approved the sale of
certain assets of its FAO Schwarz business, including its flagship
store on Fifth Avenue in Manhattan, a second store in Las Vegas,
and its catalog and Internet businesses, to a member of the D. E.
Shaw group of companies in a transaction valued at approximately
$41 million.

The sale had the support of the Company's Official Creditors
Committee as well as its lender group.

The acquirer is a wholly owned subsidiary of D. E. Shaw Laminar
Portfolios, L.L.C., whose activities include the deployment of
capital in connection with the restructuring of companies with
valuable assets that may currently be experiencing financial
distress. D. E. Shaw Laminar Portfolios is in turn a member of the
D. E. Shaw group, a New York-based investment and technology
development firm with approximately $7 billion in aggregate
capital.

"We are very pleased that D. E. Shaw will be the new owner of FAO
Schwarz," said Jerry R. Welch, President of FAO, Inc. "With the
strategic guidance and support of the team at D. E. Shaw, we hope
to reestablish the pre-eminent position of FAO Schwarz within the
world of toys and create a truly extraordinary shopping experience
for parents and their children."

"FAO Schwarz is more than just a toy store," said Dr. David E.
Shaw, chairman of D. E. Shaw & Co., Inc. "It's a cultural treasure
with a great deal of meaning to millions of children and former
children. We're hoping to work closely with FAO's management and
with the Schwarz family to ensure that the remarkable institution
founded some 141 years ago by Frederick August Otto Schwarz will
be preserved for this and future generations of children in a form
that's faithful to its founder's vision, and to its distinguished
role in the history of toys."

Frederick A.O. Schwarz, Jr., great grandson of the founder of the
store, who now heads the F.A.O. Schwarz Family charitable
foundation, said, "I am very impressed by the commitment of David
Shaw and Max Holmes to restoring the unique and joyful experience
of a store that is filled with distinctive, unusual and high
quality toys. As a life-long New Yorker, I also believe that the
aspirations of the new owners combined with the creative plan of
the Macklowes should lead to a real benefit to the citizens of
this city, to millions of tourists and to children, and
grandchildren, everywhere. I hope to see a restoration of the
image that my great grandfather, my grandfather and my father
created for the store."

Max Holmes, a managing director of D. E. Shaw & Co., L.P. and head
of the firm's distressed securities group, indicated that the
acquisition was motivated in part by a belief that the value of
FAO Schwarz would be maximized by a return to its earlier focus on
distinctive, high-end specialty toys offered in a limited number
of stores, each so captivating as to serve as a destination in its
own right. "We believe this to be a case in which preserving
something of historical value also represents a compelling
business proposition," commented Mr. Holmes.

"On behalf of my firm and the committee I can say that we are very
pleased with the outcome of Thursday's auction," said Paul Traub
of Traub, Bonaquist & Fox, L.L.C., counsel for the Official
Committee of Unsecured Creditors. "After some very sophisticated
and high-spirited bidding we ended the day with a substantial
increase over the stalking horse bid, and ensured the survival of
the FAO Schwarz business and the Fifth Avenue flagship store,
which is near and dear to all of our hearts."

Mr. Welch indicated that the New York and Las Vegas stores are
expected to reopen after much-needed renovations, which are
expected to require at least four to six months. William S.
Macklowe, president of Macklowe Properties, the owner of the
prominent General Motors building where the flagship FAO Schwarz
store is located, said, "We look forward to the continued presence
of this legendary retail institution in this icon of New York
office towers."

The Company noted that the acquisition did not change its earlier-
stated position that it does not expect any recovery would be
available to its common stockholders in connection with its
bankruptcy.

  
FLEMING COMPANIES: Intends to Assume E-Z Mart Customer Contract
---------------------------------------------------------------
The Fleming Debtors want to assume an executory contract with E-Z
Mart Stores, Inc.

Thomas A. Morrow, Chief Restructuring Officer at Core-Mark
International, Inc., relates that the Debtors' convenience
distribution business is operated primarily by Core-Mark
International and its subsidiaries.  E-Z Mart is one of Core-
Mark's top five customers, with over $100 million in annual
sales.  This makes the parties' Amended Primary Supplier
Agreement dated January 24, 2001, "an extremely valuable asset of
the Debtors."  Because of the magnitude of the value of the
Agreement to the estates, Core-Mark wants to assume the
Agreement.

                       Cure Amount Dispute

The Debtors anticipate that E-Z Mart will assert more than $1
million as cure amount.  E-Z Mart asserts that it has been
damaged because Core-Mark dropped below its historical fill rate
of 98.5%.  However, the Debtors dispute owing any cure amount to
E-Z Mart because Core-Mark did not breach the Agreement or cause
any compensable damage.  The Agreement does not mandate the
maintenance of any specific fill rate over any period of time.

Under the Agreement, E-Z Mart's remedy if Core-Mark
"consistently" falls substantially below industry standard levels
of service is to terminate the Agreement.  That remedy is
separate and distinct from the issue of whether damages for
breach of contract occurred.  There is no provision for Core-Mark
to indemnify E-Z Mark for losses in the event that E-Z Mart
terminates the Agreement.  Christopher J. Lhulier, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub PC, says that it is
not a breach of the Agreement for Core-Mark to fall below a 98.5%
fill rate and no compensable damages flow from it.

                     Assurance of Performance

The Debtors assure the Court that the assumption of the Agreement
will not prejudice E-Z Mart.  Circumstances have changed
dramatically from those present earlier in their Chapter 11
cases.  At that time, Core-Mark was in the process of pulling
itself out of a performance slump that followed the bankruptcy
filing.  However, Core-Mark's fill rate has now rebounded to
normal levels.  Core-Mark's fill rates have even improved and are
now "at historical highs."  The steady increase and stabilization
of Core-Mark's fill rates continues and meet or exceed its 98.5%
historical average.

Moreover, Core-Mark has maintained this fill rate -- which E-Z
Mart's CEO, Sonja Hubbard, has agreed publicly was acceptable --
for all of its customers serviced out of the Fort Worth Division
for the past several months.  In fact, Core-Mark has maintained
this acceptable fill rate on a nationwide basis.  This shows not
only that Core-Mark has returned to its prepetition performance
levels, but refutes any contention that Core-Mark is robbing
Peter to pay Paul by artificially improving E-Z Mart's fill rate
at the expense of other customers.

Core-Mark fully expects to continue its high levels of service
for the remainder of the Agreement.  Core-Mark's problems with
liquidity in the weeks immediately following the Petition Date
were caused in large part by the commingling of Core-Mark's funds
with Fleming's funds.  In addition, Core-Mark has raised $60
million in excess of daily receipts by mid-summer 2003.  Core-
Mark is profitable on an EBITDA basis and is not dependent on
others for its day-to-day operations.

Mr. Lhulier argues that these facts alone provide sufficient
assurance of future performance to enable Core-Mark to assume the
E-Z Mart Agreement.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FORMICA CORP: Selling Flooring Assets to Shaw Diversified Services
------------------------------------------------------------------
Formica Corporation reached an agreement to sell the equipment
assets of its Formica(R) Flooring business to the Shaw Diversified
Services, Inc. unit of Shaw Industries Group, Inc.

The equipment, which is located in a leased manufacturing facility
in Algona, WA, is being sold to Shaw for cash and the assumption
of certain liabilities. Formica is not transferring its brand
name, products or designs to Shaw.

After closing of the transaction, which is expected during the
current quarter, Formica will withdraw from laminated flooring
manufacturing in North America following a transition period to
permit Formica to meet its obligations to its customers.

The closing of the sale to Shaw is contingent upon the approval of
the United States Bankruptcy Court for the Southern District of
New York. Formica filed Monday a motion for the Court's approval.

"Formica's decision to exit the laminate flooring business in
North America reflects the competitive nature of the laminate
flooring business and the changing dynamics of the North American
flooring industry," said Frank A. Riddick, III, President and
Chief Executive Officer. "Not being a vertically integrated
producer in this highly competitive business, we reluctantly
concluded that it would not be economically viable for Formica to
remain as a niche, stand-alone manufacturer. Our flooring business
represents a very small segment of our sales. This, along with
confirmation of our Plan of Reorganization under Chapter 11,
convinced us that a profitable future for Formica lies in
emphasizing our businesses which give us the greatest opportunity
for growth, especially in the high pressure laminate business
where we benefit from our standing as a global leader."

Formica Corporation was founded in 1913, and is the preeminent
worldwide manufacturer and marketer of decorative surfacing
materials, including high-pressure laminate and solid surfacing
materials. Additional information about the company is available
on Formica's Web site at http://www.formica.com/


FREMONT GENERAL: Fitch Affirms Junk-Level Senior Debt Rating
------------------------------------------------------------
Fitch Ratings affirmed the senior debt rating of Fremont General
Corp., at 'CCC+' and has revised the Rating Outlook to Positive
from Stable.

Fitch has also affirmed the trust preferred rating of Fremont's
subsidiary, Fremont General Financing I at 'CC', and has revised
the Rating Outlook to Positive from Stable.

Fremont's main operating subsidiary, Fremont Investment & Loan has
achieved high levels of earnings over the last year, primarily
through the profitability of its sub-prime residential mortgage
operations. Earnings retention has enabled it to build both
capital levels and loan loss reserves. Total common equity reached
$737 million at 3Q03, up from $571 million at YE02. Similarly,
loan loss reserves increased to $206 million from $161 million at
YE02. Regulatory capital ratios have increased slightly from YE02
and substantially from YE01.

Fremont's insurance operations have been written off, and the
company has been released from any remaining liability to support
the insurance operations. Fremont benefits from the substantial
tax loss carryforwards created by prior years' insurance-related
losses. The carryforwards offset taxable income generated by FIL.
Therefore, Fremont has been able to retain tax payments upstreamed
by FIL, enabling it to build a sizeable cushion of liquid assets
with which to service debt and pay expenses. Fremont has also
extinguished a considerable amount of senior debt through open
market repurchases over the last few years.

The stronger balance sheet and liquidity position grant both
Fremont and FIL additional flexibility and staying power.
Nonetheless, many challenges remain. FIL's primary businesses,
commercial real estate lending and sub-prime residential mortgage
origination, remain particularly sensitive to adverse economic
trends, new legislative developments and changes in regulatory
guidelines. FIL retains a concentration in California real estate,
although reduced from prior periods, and is subject to any
possible shocks in that market or in the broader U.S. real estate
market. Problem commercial real estate levels, while manageable
for this rating category, remain relatively high.

Current capital ratios compare well to other banks of FIL's size.
However, Fitch believes that strong ratios are necessary in light
of the balance sheet concentrations and business risks noted
above. Continued increases in capital ratios will likely be
necessary to help FIL and Fremont progress toward higher rating
levels. Such increases will also provide FIL greater flexibility
to provide dividends to Fremont in the future, should such
payments be necessary to help service or repay parent debt once
the loss carryforwards are used up.

As to the sub-prime residential mortgage origination side,
regulators have recently placed onerous restrictions on other
banks that use FDIC-insured deposits to fund other consumer non-
prime assets, such as credit cards and auto loans. Fitch is
concerned that any similar regulatory action related to the
origination of sub-prime residential mortgage loans could have a
negative impact on FIL and Fremont.

That said, the overall trend is positive. Fitch's future
surveillance will concentrate on the quality of FIL's commercial
real estate portfolio, on the liquidity and safety of its sub-
prime lending activities, on the evolution of regulatory
guidelines involving use of insured deposits to fund sub-prime
lending activities, and on Fremont's and FIL's continuing ability
to generate liquidity and build capital. Fitch will analyze trends
in each of these areas to resolve the Rating Outlook status.


FRIENDSHIP VILLAGE: Eroding Balance Sheets Spur S&P's Rating Cut
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the rating on Kalamazoo
Economic Development Corp., Michigan and Kalamazoo County Economic
Development Corp., Mich.'s bonds, issued for Friendship Village of
Kalamazoo -- a continuing care retirement community -- to 'BB+'
from 'BBB', based on significant erosion of balance sheet ratios,
coupled with continued weak, although improved, operating
performance. Positive credit factors include strong demand,
adequate debt service coverage, and management's strong focus on
operational improvement. In addition, the Village maintains a
management contract with Life Care Services, a respected manager
of senior living facilities throughout the Midwest.

"Operating and net losses led to a decline in the Village's
unrestricted cash position," said Standard & Poor's credit analyst
Geraldine Poon. "Liquidity dropped to a slim $2.2 million of
unrestricted cash and investments at the end of fiscal 2003 from
historical levels of around $4 million," she added. "This provides
only 74 days' cash on hand, which is very low for a life-care
organization."

The bonds are secured by revenues of the Village, with a Fifth
Third Bank letter of credit additionally securing the 1997B bonds
on a joint and several basis.  

Friendship Village Kalamazoo is a life-care facility located on 72
acres in Kalamazoo.


GERDAU AMERISTEEL: Closes Exchange Offer for 10-3/8% Senior Notes
-----------------------------------------------------------------
Gerdau Ameristeel Corporation (TSX:GNA.TO) completed its offer to
exchange up to $405,000,000 aggregate principal amount of
registered 10-3/8% Senior Notes due 2011 of Gerdau Ameristeel
Corporation and GUSAP Partners for the Issuers' outstanding Notes
which were offered in a private placement in June 2003. All of the
Existing Notes validly tendered to the exchange offer have been
accepted for exchange.

The exchange offer was contemplated in the Registration Rights
Agreement dated June 27, 2003, pursuant to which the Issuers
agreed to register substantially identical Notes, including
unconditional guarantees on the Notes from certain of Gerdau
Ameristeel's subsidiaries, and to offer to exchange the registered
Exchange Notes for the Existing Notes.

The Exchange Notes (including the subsidiary guarantees) have
substantially the same form and terms as the outstanding Existing
Notes, except that the Exchange Notes are issued under a
prospectus in Ontario and the Exchange Notes and subsidiary
guarantees have been registered under the U.S. Securities Act of
1933, as amended, and are not subject to restrictions on transfer.

The Exchange Notes have been accepted for clearance through the
DTC and assigned the following CUSIP number: 37373MAC6. No payment
of additional interest is required.

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


GRANT GEOPHYSICAL: Completes Comprehensive Refinancing Initiatives
------------------------------------------------------------------
Grant Geophysical, Inc., announced the successful completion of a
comprehensive refinancing of its operations, resulting in
substantial reductions in debt and increases in stockholders'
equity.

As of March 31, 2003, the date of the Company's most recently
published financial statements, Grant had $92.7 million of debt,
including $53.5 million owed to non-shareholders, and negative
shareholders' equity of $61.8 million. Through a combination of
additional cash infusions, capital contributions and conversions
of debt and preferred stock to common equity, Grant's debt has
been reduced from $92.7 million to $10.1 million at December 31,
2003, a reduction of $82.6 million, or 89%. Of the $10.1 million
in total debt, only $3.0 million is classified as current.

In addition, Grant had positive shareholders' equity of $13.3
million at year-end, resulting in a debt-to-capitalization ratio
of only 43%. The Company was assisted by CIBC World Markets Corp.
in its negotiations with its creditors. Finally, certain of the
Company's key trade creditors rescheduled their long-term
commitments to assist in the successful refinancing. In addition
to obtaining capital to effect portions of the refinancing, the
Company believes it has access to additional financing for working
capital and other purposes to meet its forecast needs. With the
elimination of its public debt, Grant has ceased making periodic
filings with the Securities and Exchange Commission.

"We are excited to have completed this refinancing for many
reasons," stated Richard Miles, the Company's President and Chief
Executive Officer. "Firstly, Grant now has one of the strongest
balance sheets in the geophysical services industry," Miles
continued, "Over the past three years, despite challenging
industry conditions, we have generated positive operating cash
(EBITDA). With this refinancing, there can be little doubt as to
Grant's financial security. Secondly, we are most grateful to our
customers, vendors and employees, whose loyalty and dedication
have made this refinancing possible. With our financial future
secure, we will continue to dedicate our efforts to providing the
most innovative, cost-effective geophysical services in the
industry. Finally, Grant is now in position to pursue
opportunities for growth and expansion and to pursue strategic
opportunities as the market for geophysical services begins to
rebound."

Grant is a leading provider of seismic data acquisition services
in land and transition zone environments in the United States,
Latin America, the Middle East, the Far East and Canada. Grant
also markets seismic data acquisition services in Europe and
Africa. The Company's seismic data acquisition services typically
are provided on an exclusive contract basis to domestic and
international oil and gas exploration and production companies and
seismic data marketing companies. Grant also provides seismic data
processing services through its international support facilities.

The Company utilizes sophisticated equipment to perform
specialized 3D and 2D seismic surveys. All of the Company's
seismic data acquisition crews are capable of performing surveys
in land environments and many are equipped to perform surveys in
transition zone environments. Transition zone environments are
swamps, marshes and shallow water areas that require specialized
equipment and must be surveyed with minimal disruption to the
natural environment.


GREENPOINT CREDIT: Fitch Takes Rating Actions on 18 Note Classes
----------------------------------------------------------------
Fitch Ratings takes action on 18 classes of Greenpoint Credit
Manufactured Housing Trusts. 12 classes are downgraded and 6
classes are affirmed. The negative rating actions are a result of
poor performance on the underlying collateral. Losses to date have
significantly exceeded Fitch's initial expectations.

The loans are serviced by Greenpoint Credit, a subsidiary of
Greenpoint Financial Corp. currently rated 'BBB' by Fitch Ratings.
Greenpoint exited the manufactured housing lending business in
early 2002 but has continued to service its loan portfolio. In
late 2002 and early 2003, Greenpoint's manufactured housing
servicing operation was restructured and as a result a number of
servicing functions were affected. Most notably, a centralized
collection center was established in Atlanta, Georgia. Delinquency
rose during the time of the centralization process.

Since exiting the MH business, Greenpoint has relied heavily on
the wholesale channel and has recently seen recoveries of
approximately 15%-20% for most transactions. Like many
manufactured housing servicers, Greenpoint relies heavily on
modifications as a loss mitigation tool. Greenpoint is currently
modifying approximately 2% of its portfolio on a monthly basis.
While Fitch believes modifications can help maintain cash flow on
a low recovery asset, Fitch expects the use of modifications to
keep default rates higher than they would have been otherwise as
the collateral seasons.

Fitch Ratings has taken the following actions on Greenpoint Credit
Manufactured Housing Contracts:

                        Series 1999-5:

        -- Classes A-3 to A-5 are affirmed at 'AAA';
        -- Classes M-1A and M-1B are downgraded to 'AA-'
             from 'AA+';
        -- Class M-2 is downgraded to 'BBB' from 'A+'.

                        Series 2000-1:

        -- Classes A-2 is affirmed at 'AAA';
        -- Class A-3 is downgraded to 'AA' from 'AAA';
        -- Classes A-4 and A-5 are downgraded to 'A+' from 'AAA';
        -- Class M-1 is downgraded to 'BBB-' from 'AA-' and is
             removed from Rating Watch Negative;
        -- Class M-2 is downgraded to 'CCC' from 'BB'.

                        Series 2000-3:

        -- Class IA is downgraded to 'A-' from 'AAA';
        -- Class I M-1 is downgraded to 'BB+' from 'AA' and is
             removed from Rating Watch Negative;
        -- Class I M-2 is downgraded to 'CCC' from 'BBB';
        -- Class I B-1 is downgraded to 'C' from 'CCC'.

                        Series 2001-2 Group 1:

        -- Class I-A-1 affirmed at 'AAA'.

                        Series 2001-2 Group 2:

        -- Class II-A-1 affirmed at 'AAA'.


HAIGHTS CROSS COMMS: Launches Senior Discount Notes Offering
------------------------------------------------------------
Haights Cross Communications, Inc. commenced of an offering of
senior discount notes.

The offering, which is expected to yield gross proceeds of
approximately $50 million, will provide HCC with capital to fund
future acquisitions. The Discount Notes will be offered at a
discount to their principal amount at maturity and will accrete in
value for the first five years, after which interest will be paid
in cash until maturity in August 2011.

The Discount Notes will be offered only to qualified institutional
buyers, as defined in Rule 144A under the Securities Act of 1933,
as amended, and certain investors outside of the United States
under Regulation S under the Securities Act. The Discount Notes
will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state securities laws.

Founded in 1997 and based in White Plains, NY, Haights Cross
Communications (S&P, B Corporate Credit and CCC+ Senior Debt
Ratings, Stable Outlook) is a premier educational and library
publisher dedicated to creating the finest books, audio products,
periodicals, software and online services, serving the following
markets: K-12 supplemental education, public and school library
publishing, audiobooks, and medical continuing education
publishing. Haights Cross companies include: Sundance/Newbridge
Educational Publishing (Northborough, MA), Triumph Learning (New
York, NY), Recorded Books (Prince Frederick, MD), Chelsea House
Publishers (Broomall, PA), and Oakstone Publishing (Birmingham,
AL). Haights Cross investors include Great Hill Partners. For more
information, visit http://www.haightscross.com/  


HAYES LEMMERZ: European Wheel Changes Name to Int'l Wheel Group
---------------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) changed the name
of its European Wheel Group to the International Wheel Group.  The
new name has been chosen to reflect the increased global awareness
and presence of the Group.

The Group has undergone important and extensive growth in areas
outside of Europe, including South Africa, India, Brazil,
Thailand, Mexico and Turkey.

Fred Bentley, President of Hayes Lemmerz' International Wheel
Group said, "The change better aligns the name with our strategic
direction.  Investment is focused on low-cost manufacturing areas
throughout the world, recently highlighted by our acquisitions in
Turkey and Mexico.  It also provides a clear message to our
customers of our global capabilities as the number one wheel
producer in the world."

Hayes Lemmerz International, Inc. is a world 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.


HEALTH & HARVEST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Health & Harvest, Inc.
        3030 Bardstown Road
        Louisville, Kentucky 40205

Bankruptcy Case No.: 04-30315

Type of Business: The Debtor is a retailer of health and diet
                  foods, vitamins and food supplements. The Debtor
                  owns a restaurant and miscellaneous food stores.

Chapter 11 Petition Date: January 18, 2004

Court: Western District of Kentucky (Louisville)

Judge: Thomas H. Fulton

Debtor's Counsel: Fred R. Simon, Esq.
                  Franklin & Hance, P.S.C.
                  505 West Ormsby
                  Louisville, KY 40203
                  Tel: 637-6000
                  Fax: 637-1413

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
James & Faith D. Barrient     Loans to Debtor for       $148,000
                              inventory purchased
                              on personal credit
                              cards

United Natural Foods          Trade                     $144,689

Vittitow Refrigeration        Trade                     $100,492

Tree of Life                  Trade                      $81,316

Nutraceutical Corp.           Trade                      $80,000

CB Richard Ellis Nicklies     Rent                       $40,000

Insight Media                 Advertising                $25,000

Russell & Shirley Nelson      Personal Loans             $22,700

Enzymatic Therapy             Vendor                     $22,000

US Food Service/Alliant       Trade                      $14,700

Gala Herbs                    Trade                      $14,441

Independent Advantage         Trade                      $12,400

Courier Journal               Advertising                $10,400

Aramark Uniform Services,     Trade Service               $9,626
Inc.

Bio-Hydration                 Vendor                      $9,122

Bellsouth Advertising &       Advertising                 $8,357
Publishing

Freerock Delivery Service     Trade                       $7,200

Vanguard ID Systems           Trade                       $7,089

Universal Linen Service       Trade                       $6,919

Country Life                  Vendor                      $6,510


HEXCEL CORP: Dec. 31 Net Capital Deficit Narrows to $93 Million
---------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) reported results for the fourth
quarter and full year of 2003.

Net sales for the fourth quarter of 2003 were $221.4 million as
compared to $206.5 million for the fourth quarter of 2002. In
constant currency, revenues for the fourth quarter of 2003 were
$9.3 million lower at $212.1 million. Gross margin for the fourth
quarter of 2003 was $41.3 million, or 18.7% of sales, compared
with $39.6 million for the same period last year.

Operating income for the fourth quarter of 2003 was $10.7 million
as compared to $12.3 million for the same quarter of 2002.
Included in the fourth quarter 2002 were approximately $1.5
million of expenses associated with the Company's agreements to
issue mandatorily redeemable convertible preferred stock in 2003.
Business consolidation and restructuring expenses for the quarter
were $1.6 million compared to a net reversal of $0.2 million in
the fourth quarter of 2002. Depreciation expense for the quarter
at $14.5 million was $2.4 million higher than the fourth quarter
of 2002 expense of $12.1 million, due to the translation effect of
the weaker U.S. dollar and accelerated depreciation associated
with certain of the Company's business consolidation and
restructuring actions. Excluding business consolidation and
restructuring expenses, the Company's pretax loss for the fourth
quarter of 2003 was $0.2 million, compared to a pretax loss of
$2.3 million in the comparable 2002 quarter.

Net loss for the quarter was $9.7 million compared to a net loss
of $6.1 million for the same quarter of 2002. Included in the
Company's tax provision for the 2003 fourth quarter is the write-
off of a Belgian deferred tax asset of $4.7 million. After
reflecting deemed preferred dividends and accretion associated
with our issuance in March 2003 of mandatorily redeemable
convertible preferred stock, net loss available to common
shareholders for the fourth quarter of 2003 was $12.7 million, or
$0.33 per diluted common share, compared to a net loss of $6.1
million, or $0.16 per diluted common share, for the fourth quarter
of 2002.

For the full year of 2003, net sales were $896.9 million. In
constant currency, net sales were $857.3 million as compared to
$850.8 million in 2002. Gross margin increased to $174.5 million
from $161.3 million. Operating income of $57.8 million in 2003 was
$2.4 million lower than the $60.2 million of operating income
achieved in 2002. Improved operational performance in 2003 was
offset by a $3.5 million year-over-year increase in business
consolidation and restructuring expenses and a $5.0 million
increase in depreciation expense compared to 2002. Net loss for
2003 was $11.1 million compared to a net loss of $13.6 million in
2002. After reflecting deemed preferred dividends and accretion
associated with our issuance in March 2003 of mandatorily
redeemable convertible preferred stock, net loss available to
common shareholders for the year was $20.7 million, or $0.54 per
diluted common share, compared to a net loss of $13.6 million, or
$0.35 per diluted common share, for 2002.

At December 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $93 million.

             Chief Executive Officer Comments

Commenting on Hexcel's results, Mr. David E. Berges, Chairman,
President and Chief Executive Officer, said, "In 2003, we had our
second year of success in achieving continuous productivity
improvement, generating cash and reducing debt. During the 2003
fourth quarter, we reduced total debt, net of cash, by $16.7
million to $441.7 million, another five year low. With the benefit
of our re-financing in March, asset sales, and the cash we
generated from operations during 2003, we have reduced the
Company's leverage to more normal levels and generated liquidity
to manage and grow our business."

Mr. Berges continued, "Gross margins for the quarter at 18.7% were
slightly lower than last year due to the strength of our
industrial revenues where margins tend to be lower than those from
aerospace. Like many companies, we have been faced with increased
pension expense due to the lower interest rate environment, higher
insurance premiums, new regulatory compliance costs and currency
fluctuations that are difficult to control, but our productivity
improvements have offset these effects. A good indicator of cost
control is our headcount, which despite sales growth, ended 2003
at 4,084, down for the tenth quarter in a row."

Commenting on Hexcel's strategy, Mr. Berges continued, "In 2002,
the focus was on quick cost take out to respond to the dramatic
shift in our electronics and commercial aerospace markets. In
2003, the Company reduced and refinanced its near term debt
obligations to appropriately align our capital structure with our
view of the business cycles. Our focus going forward is to build
for growth and return to consistent net income profitability."

"To build for growth, we are making strategic investments in R&T,
sales and marketing organizations, and manufacturing assets. In
addition, with significant shifts to carbon fiber composite
designs in aerospace, wind energy and recreation we see the
opportunity to move advanced composite materials from niche to
mainstream by undertaking what we call "industrialization"
initiatives. We continue to work on a number of rationalization
efforts in Europe, and this month we announced our intent to
consolidate the activities of our Livermore, California facility
into other operations, principally our Salt Lake City, Utah plant.
While these actions will produce long-term savings, the main
objective is to position us for growth. We believe that our
commitment to high volume process automation and the
industrialization of our products and processes will drive growth,
not just respond to it."

Mr. Berges concluded, "As for our focus on net income, growth and
productivity will always be the biggest drivers of profitability,
however, we are also focused on interest and tax expenses as well
as equity in losses from our joint ventures. The reductions in
total debt have and will continue to reduce interest expense going
forward. We have exited two unprofitable joint ventures and our
Asian joint venture companies are making steady progress toward
profitability as their production volumes grow. In addition, we
are taking actions to better balance the financial leverage of our
foreign operations. All of this should drive us towards consistent
generation of net income."

                   Fourth Quarter Revenue Trends

Consolidated revenues in constant currency for the quarter were
2.7% higher than the fourth quarter of 2002. In constant currency,
commercial aerospace revenues of $88.6 million declined $7.7
million, or 8.0% due in part to year-end inventory balancing by
customers. Industrial revenues of $68.2 million in constant
currency were up $8.3 million, or 13.9%, due to strength in sales
of ballistic reinforcement fabrics used in soft body armor and
sales to sporting goods applications. Space and defense revenues
in constant currency of $43.3 million were up $6.1 million, or
16.4%, from the fourth quarter of 2002 reflecting higher military
aircraft production and non-recurring revenues associated with an
aircraft in development. Revenues from the electronics market
remained depressed in the quarter at $12.0 million in constant
currency. Asian production of printed wiring boards has increased
to service the broader based electronics industry in that region.
The Company's U.S. and, to a lesser extent, European electronics
customers are a bit more optimistic than they were at this time
last year, but this has yet to develop into any meaningful
improvement in our sales of printed wiring board substrates. In
addition, the competitive environment in the European electronics
business remains particularly challenging.

         2003 Full Year Revenue Trends and 2004 Outlook

Consolidated revenues in constant currency of $857.3 million for
2003 were just 0.8% higher than 2002. In constant currency,
commercial aerospace revenues of $379.2 million declined $11.9
million, or 3.0%. Commercial aerospace revenues from our
Structures business declined by $20.3 million, or 23.7%, compared
to 2002 reflecting Boeing's build rates and the continued
transition of work to its Asian joint ventures. With commercial
aircraft build rates projected in 2004 to be comparable to the
last year, the Company anticipates that its 2004 commercial
aerospace revenues will be at a similar level to 2003.

Industrial revenues of $255.0 million in constant currency
compared to 2002 revenues of $253.9 million. Sales of
reinforcement fabrics used in soft body armor and sales to
sporting good applications saw double-digit growth for the year.
Wind energy revenues were lower in the second half 2003 compared
to the second half 2002 due to customer requirements and new
product transitions. Sales of ballistic reinforcement fabrics for
military applications seem set to remain at the current high
levels in 2004 and wind energy revenues are anticipated to grow
through both market growth and product evolution. Therefore, the
Company expects that its industrial revenues should be up
moderately in 2004.

Space and defense revenues in constant currency of $172.5 million
were up $25.0 million, or 16.9%, from 2002 reflecting higher
military aircraft production and non-recurring revenues associated
with an aircraft in development. The largest increases in demand
during the year came from U.S. and European helicopter programs.
During the year, the Company recognized non-recurring revenues
associated with tooling for a new aircraft program of $7.2
million. The Company anticipates modest revenue growth from this
market in 2004.

In constant currency, electronics revenues for 2003 were $50.6
million compared to 2002 full year revenues of $58.3 million.
While total revenues were down year-over-year, the Company did see
a small improvement in year-over-year sales for the U.S., which
was more than offset by a drop in European sales. Meaningful
improvement in the Company's printed wiring board substrate
revenues will depend upon growth in demand from U.S. and European
electronics customers serving sectors such as telecommunications
and major IT infrastructure, which have yet to show signs of a
material recovery.

Based upon the Company's evaluation of trends in the markets it
serves, it anticipates net sales for 2004 to be in the range of
$900 million to $1 billion.

      Business Consolidation and Restructuring 2004 Outlook

Business consolidation and restructuring cash costs in 2004
associated with the Livermore facility, as well as our existing
programs which include two initiatives in Europe, are anticipated
to be in the order of $7 million. Business consolidation and
restructuring expenses in 2004 are anticipated to be approximately
$4 million. Reflecting accelerated depreciation related to certain
of these programs, total depreciation expense, translated at
average 2003 exchange rates, is expected to be approximately $52
million in 2004. Lastly, with a focus on both productivity
improvement and preparing for growth, capital expenditures are
expected to be in the order of $30 million in 2004."

                              Taxes

The Company's provision for income taxes in the fourth quarter of
2003 was $7.6 million compared to a tax provision of $2.5 million
in the like period a year ago, and primarily reflects the impact
of income taxes on its European operations. During the 2003 fourth
quarter, included in the Company's provision for income taxes is
the non-cash write-off of a deferred tax asset of $4.7 million
previously recognized by its Belgian subsidiary. Due to a
weakening dollar and slower materialization of sales and margin
improvements derived from recent manufacturing transformations,
the Company determined that it was more likely than not that the
deferred tax assets would not be realized. The Company will
continue to adjust its tax provision rate through the
establishment, or release, of a non-cash valuation allowance
attributable to currently generated U.S. and Belgium net operating
income (losses) until such time as the U.S. and Belgium
operations, respectively, generate sufficient taxable income to
utilize the net operating losses in full.

               Debt and Convertible Preferred Stock

Total debt, net of cash, declined in the quarter by $16.7 million
to $441.7 million as of December 31, 2003. Inventories at the end
of the fourth quarter were slightly lower than September 30, 2003
and $6.9 million higher ($1.8 million lower in constant currency)
than December 31, 2002. Accounts receivable measured as days sales
outstanding as of December 31, 2003 were comparable to the same
quarter last year.

During 2003, total debt, net of cash, was reduced by $171.8
million to $441.7 million. This was accomplished by raising new
capital, selling non-core assets and improved operating
performance as detailed herein. The proceeds from the March 2003
issuance of mandatorily redeemable convertible preferred stock,
net of the cash expenses associated with issuing the preferred
stock and refinancing the Company's senior debt were $112.0
million. During the year, the Company sold its remaining interest
in its Asian electronics joint venture for $23.0 million, as well
as, a product line and surplus real estate at its Kent, Washington
facility to generate $28.7 million in total from asset sales. The
Company generated $31.1 million from operations, net of capital
expenditures and dividend receipts. As a result of the Company's
refinancing, its principal amortization of debt will be
approximately $2 million annually until 2008.

Interest expense during the fourth quarter and full year was $12.5
million and $53.6 million, respectively, and compares to interest
expense of $14.4 million and $62.8 million in the respective
periods of 2002. The decline in interest expense during 2003
reflects the substantial reduction in total debt during 2003.

The non-cash deemed preferred dividends and accretion expense
relating to the mandatorily redeemable convertible preferred stock
were $3.0 million and $9.6 in the fourth quarter and full year of
2003, respectively. A description of the accounting for these
securities can be found in the Company's Form 8-K filed on
April 7, 2003.

Hexcel Corporation is a leading advanced structural materials
company. It develops, manufactures and markets lightweight, high-
performance reinforcement products, composite materials and
composite structures for use in commercial aerospace, space and
defense, electronics, and industrial applications.


HOLLINGER INC: Asks District Court to Vacate Parts of Order  
-----------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) filed a motion in
the U.S. District Court for the Northern District of Illinois
seeking to vacate aspects of a Court Order that effectively limits
its rights as a shareholder of Hollinger International. The Order
was sought by the U.S. Securities and Exchange Commission and
consented to by Hollinger International on January 16.

Hollinger Inc. said that the Order stripped Hollinger Inc. of some
of its most fundamental rights as a shareholder of Hollinger
International, including input into the selection and removal of
directors, oversight of directors, and the ability to protect its
interests as a majority shareholder. Hollinger Inc. said it was
seeking to vacate only those aspects of the order that limits its
rights as a shareholder and was not seeking to vacate aspects of
the Order that maintain the special committee of the Hollinger
International board of directors.

Hollinger Inc. said that the Court was never informed of the
impact that this Order would have on Hollinger Inc.'s rights.
Despite being the ultimate target of the Order, Hollinger Inc. was
given no notice of the Order or any opportunity to be heard on it
by the Court.

Further, there were no findings of wrongdoing, nor is Hollinger
Inc. aware of any evidence presented, to support the Order's
severe constraints on shareholder rights. Hollinger Inc. said that
the disputed payments cited in support of the Order were, in fact,
approved, ratified, or otherwise legally justified.
Finally, Hollinger Inc. said that the Court Order improperly
entrenched certain members of the Hollinger International Board of
Directors. Hollinger Inc. argued that this was inappropriate,
because, had the allegations made in support of the Order been
true - which they were not - then those directors of
International either approved of the transfers in question or
failed to properly perform their duties as directors.

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 INC: Lord Black's Counsel Calls Unit's Action "Lawless"
-----------------------------------------------------------------
In response to media inquiries, John L. Warden, legal counsel to
Lord Black, made the following statement regarding the
announcement Monday by Hollinger International (NYSE: HLR) that
its Corporate Review Committee had adopted a "poison pill" and
filed legal action in Delaware Chancery Court challenging recent
changes to Hollinger International's corporate by-laws:

"[Mon]day's action by Hollinger International is a descent into
the lawless conduct of corporate affairs. This supposed poison
pill is an invalid effort by Hollinger International to interfere
with transactions in the shares of Hollinger Inc.  Moreover,
Hollinger International's corporate by-laws were amended in full
accord with Delaware law, and those by-laws require that any
poison pill, even one otherwise legally valid, be approved by the
entire Board of Directors.  We are confident that the Delaware
Chancery Court will uphold Hollinger Inc.'s rights as a
shareholder and not allow individual directors or executives of
Hollinger International to interfere with those rights.

"Further, contrary to the suggestions made by Hollinger
International, there is no reason whatsoever to believe that the
bid by the Barclays for Hollinger Inc. shares will have any
adverse impact on the investigation being conducted by the special
committee of Hollinger International's Board.  We believe that
[Mon]day's action by Hollinger International is simply another
futile attempt to interfere with the proposed bid despite the
benefits it would deliver to Hollinger International and all of
its shareholders by removing distractions to its businesses and
resolving liquidity concerns of its parent company.  Even as it
seeks to prevent this strengthening of its parent corporation,
Hollinger International is seeking to sell assets individually in
a manner that we believe would create significant tax charges for
the company, contrary to shareholder interests."


HOLLINGER INT'L: Takes Steps to Protect Shareholders' Interests
---------------------------------------------------------------    
Hollinger International Inc. (NYSE: HLR) announced that the
Corporate Review Committee of its Board of Directors has taken a
series of actions so that independent directors can effectively
represent the interests of all of shareholders in the current
situation. The Committee unanimously approved a shareholder rights
plan (commonly known as a "poison pill"), as well as the filing of
a lawsuit in Delaware Chancery Court seeking relief regarding a
number of actions taken by Lord Black through his control of
Hollinger Inc.

The Committee's actions reflect its commitment to ensuring that
the Board of Directors be able to effectively represent all of the
Company's shareholders -- not just one with a minority stake that
has controlling votes. As has previously been reported, HLG and
its controlling shareholder, Lord Black, is attempting to sell a
super-voting minority stake in the Company.

This transaction is being proposed at a time when HLG and Lord
Black's liabilities to the Company are under investigation and in
dispute.  Further, the transaction is currently structured in a
way that does not enable other shareholders to benefit. The
Committee believes it must have the ability to represent
shareholders in any transaction affecting the control of the
Company.

Additionally, the Committee's actions support the work of the
special Committee of the Board of Directors, with its mandate to
investigate and pursue claims on behalf of the Company.
Specifically, the Committee intends to create a means and an
opportunity for restitution for the Company and its shareholders.

The Committee is comprised of all of the Company's independent
directors, and is chaired by Gordon A. Paris, the interim Chairman
and Chief Executive Officer. The independent directors are: The
Hon. Richard N. Burt, The Hon. Henry A. Kissinger, Shmuel Meitar,
The Hon. Richard Perle, Graham W. Savage, The Hon. Raymond G.H.
Seitz and The Hon. James R. Thompson.

The Committee noted that it would pursue a full Board meeting to
continue its objectives of providing restitution for the Company
and fair treatment for its shareholders. The Committee believes
the actions taken by it are necessary to protect all of the
Company's shareholders.
    
                         *    *    *

On January 18, 2004, pursuant to an agreement with Lord Black,
Press Holdings International Limited, an affiliate of Sir David
and Frederick Barclay, announced a cash tender offer for the
outstanding shares of Hollinger Inc., the Company's controlling
shareholder.
    
              Action in Delaware Chancery Court

On Friday, January 23, 2004, Lord Black executed a written consent
purporting to change the functioning of the Board of Directors,
among other things disbanding the Corporate Review Committee. The
Corporate Review Committee does not believe Lord Black had the
power to disband the Corporate Review Committee and is challenging
various aspects of the action taken in Delaware Chancery Court.
    
The lawsuit filed in Delaware Chancery Court seeks, among other
things, the following relief:
     
     1. A preliminary injunction preventing Lord Black from
        continuing his breaches of fiduciary duties as director of
        Hollinger International, and restraining him and companies
        controlled by him from attempting to consummate the
        transaction he negotiated with the Barclays for the change
        of control of Hollinger International's controlling
        shareholder, HLG;
    
     2. Declaratory relief regarding the invalidity of Lord
        Black's attempt to disband the Committee;
    
     3. A preliminary injunction against Lord Black's continued
        breach of the Restructuring Agreement he entered into with
        Hollinger International on November 15, 2003, under which
        he promised to allow the directors of the Company to
        pursue a "Strategic Process" to determine the best         
        strategic alternatives for the Company and its
        shareholders.
    
     4. Declaratory relief that if the proposed transaction with
        the Barclays is completed, the super-voting shares of
        Class B Common Stock of Hollinger International held by
        HLG, will automatically be converted to single-vote shares
        of Class A Common Stock, thereby reducing the voting power
        to be acquired by the Barclays to approximately 30% of
        the voting power of the Company (not the approximately 70%
        of the voting power that HLG currently holds as a result
        of the ten-vote per share power of the Class B Common
        Shares).
    
                    Shareholder Rights Plan

Under the shareholder rights plan, which the Corporate Review
Committee had been discussing prior to the move by HLG to change
the Company's bylaws, the dividend will be paid and the rights
issued to holders of record of Hollinger International's Common
Stock as of February 5, 2004, subject to a court ruling that the
Corporate Review Committee has not been disbanded by Lord Black's
maneuvers on Friday.  Upon such ruling, the rights will
automatically be issued to Hollinger International shareholders of
record as of the record date.

In connection with the rights plan, the Corporate Review Committee
declared a dividend of one preferred share purchase right for each
share of Class A Common Stock and Class B Common Stock held of
record at the close of business on February 5, 2004, subject to a
determination by a court of competent jurisdiction that the
Committee is still a duly authorized committee with the powers
delegated to it by the Company's Board of Directors on
January 20, 2004.  Each Right, if and when exercisable, entitles
its holder to purchase from the company one one-thousandth of a
share of a new series of preferred stock at an exercise price of
$50.

The Rights will separate from the Class A Common Stock and Class B
Common Stock and become exercisable only if a person or group
beneficially acquires, directly or indirectly, 20% or more of the
outstanding shareholder voting power of the company without the
approval of the company's directors, or if a person or group
announces a tender offer which if consummated would result in
such person or group beneficially owning 20% or more of such
voting power. The directors of the company may redeem the Rights
at $0.001 per Right at any time prior to the separation of the
Rights from the Class A Common Stock and Class B Common Stock.

Under most circumstances involving an acquisition by a person or
group of 20% or more of the shareholder voting power of the
company, each Right will entitle its holder (other than such
person or group), in lieu of purchasing preferred stock, to
purchase Class A Common Stock of the company at a 50% discount.  
In addition, in the event of certain business combinations
following such an acquisition, each Right will entitle its holder
to purchase the common stock of an acquiror of the company at a
50% discount.

Lord Black and each of his controlled affiliates, including
Hollinger Inc., are considered "exempt shareholders" under the
Plan, meaning that, so long as Lord Black and his affiliates do
not collectively own more of the shares of Class A and Class B
Common Stock owned by them today (which represent in the aggregate
approximately 73% of the voting power of the Company) directly or
indirectly, the Rights will not separate as a result of such
ownership.  This exemption would not apply to any person or group
to whom Lord Black or one of his affiliates transfers ownership,
whether directly or indirectly, of any of the company's shares.  
Consequently, the Rights may become exercisable if Lord Black
transfers sufficient voting power to an unaffiliated third party
through a sale of interests in the company, Hollinger Inc.,
Ravelston Management Inc. or another affiliate, including pursuant
to the tender offer for Hollinger Inc. shares announced by the
Barclays.

The agreement governing the rights plan provides that on or before
January 25, 2005, the Special Committee (or any other committee of
independent directors of the Board who were not the subject of the
report delivered by the Special Committee) will re-evaluate the
plan to determine whether it remains in the best interests of the
company's shareholders.  If determined as necessary, such
committee may recommend amendments to the Board of Directors to
the rights plan, or a redemption of the Rights.

Unless earlier redeemed, exercised or exchanged, the Rights will
expire on January 25, 2014.  The distribution of the Rights will
not be taxable to shareholders.  A summary of the Rights Plan will
be mailed to shareholders if and when the Committee's continued
standing and power is confirmed in court. The Company will file a
copy of the Rights Agreement 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.

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


IMCLONE SYSTEMS: Names William Crouse & David Sidransky to Board
----------------------------------------------------------------
ImClone Systems Incorporated (NASDAQ: IMCL) appointed William W.
Crouse and David Sidransky, M.D., to the Company's Board of
Directors.

Mr. Crouse has 30 years of experience in the pharmaceutical and
diagnostic industries in general management, international
operations, strategic planning, licensing, acquisitions, new
product development, and sales and marketing, as well as 10 years
of biotechnology venture capital experience. Dr. Sidransky brings
nearly 20 years of experience in the practice and instruction of
medicine with expertise in oncology and molecular pathology, as
well as in providing scientific guidance to institutions and
corporations.

"ImClone Systems' Board of Directors has added valuable expertise
in science and medicine with David Sidransky's appointment, and in
the growth and management of both early-stage and multinational
corporations with the appointment of William Crouse," stated David
M. Kies, Lead Director of the Board of ImClone Systems. "These
skills will give the Board added insight into key issues and
challenges the Company will face as it evolves into a fully-
integrated biopharmaceutical company."

Mr. Crouse, 61, is currently a Managing Director and General
Partner of HealthCare Ventures LLC, a privately held venture
capital firm founded in 1985 that specializes in biotechnology.
Mr. Crouse joined HealthCare Ventures in 1994 from Ortho
Diagnostic Systems, a division of Johnson & Johnson, where he
served as its Worldwide President. Mr. Crouse has also worked for
DuPont Pharmaceuticals, Revlon Healthcare Group, and Squibb
Corporation in a variety of positions. He serves or has served on
the boards of several biotechnology companies, and as a trustee of
several educational and philanthropic organizations.

Mr. Crouse was awarded a B.S. from Lehigh University and a M.B.A.
from Pace University.

Dr. Sidransky, 43, is a Professor of Oncology, Urology, Cellular &
Molecular Medicine, Pathology, Otolaryngology and Genetics at
Johns Hopkins University School of Medicine and Director of the
Head and Neck Cancer Research Program at the Sidney Kimmel
Comprehensive Cancer Center at Johns Hopkins. Dr. Sidransky has
served as an advisor to the scientific boards of corporations and
institutions including Amgen, Medimmune and Roche, is a member of
numerous National Institutes of Health Working Groups, serves on
the editorial boards of several research publications, including
serving as Senior Editor of "Clinical Cancer Research" and is
named on twelve patents. Among other awards and honors, Dr.
Sidransky has received the Sarstedt International Research Prize
from the German Society of Clinical Chemistry and the Walter
Hubert Award from the British Association of Cancer Research. He
is a member of the American Association of Cancer Research, the
American Association for the Advancement of Science and the New
York Academy of Sciences.

Dr. Sidransky joined Johns Hopkins in 1988 from Baylor College of
Medicine where he served his residency. He received his B.S. from
Brandeis University and his M.D. from Baylor College of Medicine.

ImClone Systems Incorporated is committed to advancing oncology
care by developing a portfolio of targeted biologic treatments,
designed to address the medical needs of patients with a variety
of cancers. The Company's three programs include growth factor
blockers, angiogenesis inhibitors and cancer vaccines. ImClone
Systems' strategy is to become a fully integrated
biopharmaceutical company, taking its development programs from
the research stage to the market. ImClone Systems' headquarters
and research operations are located in New York City, with
additional administration and manufacturing facilities in
Branchburg, New Jersey.

At September 30, 2003, ImClone Systems' balance sheet shows a
total shareholders' equity deficit of about $251 million.


IMMTECH: Closes $5M Financing and Receives MMV's Initial Payment  
----------------------------------------------------------------
Immtech International, Inc. (Amex: IMM) completed a $5 million
private placement financing.  The offering of 200,000 shares
Series D convertible preferred at $25 per unit was fully
subscribed by private investors.

In addition, Immtech received the first initial payment of
$668,000 from Medicines for Malaria Venture (MMV) of a multi-
million contract to develop with MMV and a scientific consortium a
new malarial drug.  The initial payment is for the expenses of (i)
the Company's DB289 Phase IIa malaria trial in Thailand, (ii) the
cost of drug manufacture and (iii) the research to evaluate
potential drug combinations to complement the activities
identified in the Phase IIa human clinical trial of DB289.  MMV
will fund the complete clinical development of DB289 as a malarial
drug subject to milestone achievements.

Malaria is transmitted by mosquitoes to humans.  The infectious
disease is found in areas of the world populated by 2 billion
people (1/3 of the world's population).  The disease actively
affects about 300 -- 500 million people each year globally, of
which 2 million people die annually from malaria.  It is estimated
by the WHO that one child dies every 30 seconds from malaria. The
WHO and other international organizations have made it a high
priority to develop new drugs to treat the multi-drug resistant
cases of malaria.

T. Stephen Thompson, President and CEO, stated, "The recent
investment into the Company will enable Immtech to increase the
speed of our progress. MMV's funding and support will accelerate
the development and ultimate commercialization of a new oral drug
from Immtech to treat malaria.  We are advancing drug development
programs for tuberculosis, fungal infections, diabetes, and
Alzheimer's."

Immtech International, Inc. is a pharmaceutical company focused on
the commercialization of oral treatments for infectious diseases
such as pneumonia, fungal infections, malaria, tuberculosis, and
hepatitis and tropical diseases such as African sleeping sickness
and Leishmaniasis.  The Company has worldwide, exclusive rights to
commercialize a dicationic pharmaceutical platform from which a
pipeline of products may be developed targeting large, global
markets.  For further information, please visit Immtech's Web site
at http://www.immtech.biz/

                          *     *     *

                    Going Concern Uncertainty

In its Form 1O-Q filed recently with the Securities and Exchange
Commission, the Company reported:

"The [Company's] condensed consolidated financial statements have
been prepared by Immtech International, Inc. and its subsidiaries
pursuant to the rules and regulations of the Securities and
Exchange Commission and, in the opinion of the Company, include
all adjustments necessary for a fair statement of results for each
period shown (unless otherwise noted herein, all adjustments are
of a normal recurring nature). Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant
to such SEC rules and regulations. The Company believes that the
disclosures made are adequate to prevent the financial information
given from being misleading. It is suggested that these financial
statements be read in conjunction with the financial statements
and notes thereto included in the Company's latest Annual Report
on Form 10-K/A.

"Immtech International, Inc., and its subsidiaries are
pharmaceutical companies focused on the development and
commercialization of oral drugs to treat infectious diseases. The
Company has development programs that include treatments for
fungal infections, Malaria, Tuberculosis, Hepatitis C, diabetes,
Pneumocystis carinii pneumonia and tropical medicine diseases
including African sleeping sickness (a parasitic disease also
known as Trypanosomiasis) and Leishmaniasis (a parasitic disease
that destroys the liver). The Company holds worldwide patents,
patent applications, licenses and rights to license worldwide
patents and technologies from a scientific consortium and
exclusive rights to commercialize products from those patents and
licenses that are integral to the Company. The Company is a
development stage enterprise and since its inception on
October 15, 1984, has engaged in research and development
programs, expanding its network of scientists and scientific
advisors, licensing technology agreements, and advancing the
commercialization of its dication technology platform. The
Company uses the expertise and resources of strategic partners and
third parties in a number of areas, including: (i) laboratory
research, (ii) pre-clinical and human clinical trials and (iii)
manufacture of pharmaceutical drugs. The Company has licensing and
exclusive commercialization rights to a dicationic pharmaceutical
platform and is developing drugs intended for commercial use based
on that platform.

"The Company does not have any products currently available for
sale, and no products are expected to be commercially available
for sale until after March 31, 2004, if at all.

"Since inception, the Company has incurred accumulated losses of
approximately $51,114,000. Management expects the Company to
continue to incur significant losses during the next several years
as the Company continues its commercialization, research and
development activities and clinical trial efforts. In addition,
the Company has various research and development agreements with
third parties and is dependent upon their ability to perform under
these agreements. There can be no assurance that the Company's
continued research will lead to the development of commercially
viable products. The Company's operations to date have consumed
substantial amounts of cash. The negative cash flow from
operations is expected to continue in the foreseeable future. The
Company will require substantial additional funds to commercialize
its product candidates. The Company's cash requirements may vary
materially from those now planned due to the results of research
and development efforts, results of pre-clinical and clinical
testing, responses to grant requests, relationships with strategic
partners, changes in the focus and direction of the Company's
research and development programs, competitive and technological
advances, the regulatory process, and other factors. In any of
these circumstances, the Company may require substantially more
funds than are currently available or than management intends to
raise.

"The Company believes its existing unrestricted cash and cash
equivalents, and the grants the Company has received or has been
awarded and is awaiting disbursement of, will be sufficient to
meet the Company's planned expenditures through at least the next
twelve months, although there can be no assurance the Company will
not require additional funds. Management may seek to satisfy
future funding requirements through public or private offerings of
securities, by collaborative or other arrangements with
pharmaceutical or biotechnology companies or from other sources.

"The Company's ability to continue as a going concern is dependent
upon its ability to generate sufficient funds to meet its
obligations as they become due and, ultimately, to obtain
profitable operations. Management's plans for the forthcoming
year, in addition to normal operations, include continuing their
efforts to obtain additional equity and/or debt financing and to
obtain additional research grants and entering into research and
development agreements with other entities."


INTERFACE INC: S&P Junks $125M Senior Subordinated Notes at CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Interface Inc.'s proposed $125 million senior subordinated notes
due 2014.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit and senior unsecured ratings on Interface. The company's
'CCC' subordinated debt rating is also affirmed. Proceeds from the
proposed debt offering will be used to repay the company's $120
million outstanding senior subordinated notes due 2005. (Upon
repayment, Standard & Poor's will withdraw its existing ratings on
the notes.)

The outlook is negative.

The company's total debt outstanding at Sept. 28, 2003, was about
$450 million.

"The ratings on Atlanta, Ga.-based Interface reflect very
competitive and cyclical market conditions and the company's heavy
dependence on the corporate sector, factors partly offset by the
company's strong market positions, geographic diversity, and
functionally diverse commercial and institutional customer base,"
said Standard & Poor's credit analyst Nicole Delz Lynch.

Interface is the world's largest manufacturer of modular carpet,
with an approximate 35% market share. It also has leading
positions in the high-quality, designer-oriented segment of the
U.S. broadloom carpet market. In addition, the company is a
leading supplier of interior fabrics and upholstery products and
provides carpet installation and maintenance services through its
own domestic dealer network, Re:Source Americas.


INTRAWEST: Selects Burton to Supply Snowboard Rental Equipment
--------------------------------------------------------------
Intrawest Corporation, the world's leading operator and developer
of village-centered resorts, selected Burton Snowboards as the
official supplier of snowboard rental equipment to its 10 mountain
resorts, including North America's most popular mountain resort,
Whistler Blackcomb, B.C., and Stratton Mountain, VT, the
birthplace of snowboarding and original home of Burton Snowboards.
The three-year agreement (2005-2007 inclusive) extends a
relationship between the two companies that started several years
ago.

"Burton Snowboards is an outstanding partner with a history of
innovation and product quality," said Mark Hulme, Intrawest's vice
president, Retail and Rental Operations. "Through this
partnership, Intrawest resorts will continue to offer the most
advanced snowboarding equipment available to our renting guests,
ensuring their on-hill experience will be an enjoyable one."

Intrawest's Resort Operations Group operates over 200
retail/rental shops in North America, making it the world's
largest ski/snowboard rental operation.

"We are very excited to be entering into our second agreement with
Intrawest and to have the opportunity to support Intrawest's
resorts with Burton's state-of-the-art rental equipment," said
Laurent Potdevin, president and chief operating officer, Burton
Snowboards. "Intrawest and Burton operate complementary
businesses. We also share the desire to offer the premium guest
experience through Intrawest's resort amenities and Burton's Learn
To Ride and Method Center programs."

Intrawest Corporation (IDR:NYSE; ITW:TSX) (S&P, BB- Long-Term
Corporate Credit Rating, Positive Outlook) is the world's leading
developer and operator of village-centered resorts. The company
owns or controls 10 mountain resorts, including Whistler
Blackcomb, North America's most popular mountain resort. Intrawest
also owns Sandestin Golf and Beach Resort in Florida and has a
premier vacation ownership business, Club Intrawest. The Company
is developing additional resort villages at six resorts in North
America and Europe. The Company has a 45 per cent interest in
Alpine Helicopters Ltd., owner of Canadian Mountain Holidays, the
largest heli-skiing operation in the world. Intrawest is
headquartered in Vancouver, British Columbia and is located on the
World Wide Web at http://www.intrawest.com/

Burton Snowboards, the world's first snowboard factory, is a pure
snowboard company solely dedicated to creating and perfecting a
full range of the best snowboarding equipment on the planet. Led
by founder and owner Jake Burton, widely considered the pioneer of
snowboarding, Burton's passion is snowboarding - evident by their
overriding mission to open snowboarding at every mountain resort.
Celebrating 25 years in 2002, Burton has fueled the growth of
snowboarding worldwide through continuous work with, and support
of, their Global Team riders and development of successful
programs such as Learn-To-Ride (LTR), The Chill Foundation, and
the US Open Snowboarding Championships. Burton Snowboards is
headquartered in Burlington, Vermont with international offices in
Innsbruck, Austria and Tokyo, Japan.


INVERNESS MEDICAL: $150MM Senior Sub. Notes Get S&P's B- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' rating to
Inverness Medical Innovations Inc.'s $150 million of senior
subordinated notes due 2012, to be sold to private investors in
reliance on Rule 144A. At the same time, a 'B+' corporate credit
rating is assigned to this Waltham, Massachusetts-based supplier
of diagnostic tests. The outlook is stable.

"The ratings reflect Inverness' substantial debt burden, its short
record in its current form, its reliance on acquisitions, and
well-protected niche positions in both the consumer and
professional medical point-of-care diagnostic markets," said
Standard & Poor's credit analyst David Lugg. "The current issue
will refund borrowings used to significantly expand its offerings
in the home pregnancy test market."

In 2003 alone, the company incurred an additional $70 million in
debt as part of the financing of more than $150 million in
acquisitions. These acquisitions established its position as the
largest supplier of home pregnancy and fertility tests, both
through its own branded products and arrangements with original
equipment manufacturers. Inverness not only supplies product for
private label products but also for Pfizer Inc.'s (AAA/Stable/A-
1+) e.p.t. brand. The company's astute leveraging of its
intellectual property facilitated these acquisitions. Professional
diagnostic products provide about one-third of sales. Although
participating in the faster-growing "point-of-care" segment of
this market, Inverness is competing with companies that are far
larger and could bring more financial resources to bear. Still,
company management has a track record of innovation, having sold
businesses to industry giants for more than $2 billion over the
last 10 years.


IT GROUP: Judge Walrath Approves Amended Disclosure Statement
-------------------------------------------------------------
Pursuant to Section 1125 of the Bankruptcy Code, a plan proponent
must provide holders of impaired claims with "adequate
information" regarding a proposed Chapter 11 plan.  Section
1125(a)(1) provides that:

     "[A]dequate information" means information of a kind, and
     in sufficient detail, as far as is reasonably practicable
     in light of the nature and history of the debtor and the
     condition of the debtor's books and records, that would
     enable a hypothetical reasonable investor typical of
     holders of claims or interests of the relevant class to
     make an informed judgment about the plan. . . ."

Thus, a disclosure statement must, as a whole, provide
information that is "reasonably practicable" to permit an
"informed judgment" by impaired creditors entitled to vote on the
plan.

The IT Group Debtors and the Official Committee of Unsecured
Creditors believe that the Disclosure Statement, as amended on
January 20, 2004, fully provides "adequate information" on
applicable subject matters.

At a hearing on January 20, 2004, Judge Walrath found that the
Amended Disclosure Statement provides adequate information within
the meaning of Section 1125(a)(1).  Accordingly, Judge Walrath
approved the Amended Disclosure Statement for distribution to the
Debtors' creditors.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com/-- together with its 92 direct and  
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


JAY'S CAFETERIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jay's Cafeteria, Inc.
        1812 West Muhammad Ali Boulevard
        Louisville, Kentucky 40203

Bankruptcy Case No.: 04-30170

Type of Business: The Debtor is engaged in restaurant operations
                  and catering services.

Chapter 11 Petition Date: January 11, 2004

Court: Western District of Kentucky (Louisville)

Judge: Thomas H. Fulton

Debtor's Counsel: Gordon A. Rowe, Jr., Esq.
                  Starks Building Suite 1436
                  455 South 4th Avenue
                  Louisville, Kentucky 40202
                  Tel: 584-0555
                  Fax: 584-9555

Total Assets: $1,997,500

Total Debts:  $1,595,751

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
A.J. Passifume                Food Products              Unknown

Acordia of Louisville         Insurance services         Unknown

Advanta Leasing               Security Service           $54,000

Ballou Rent-All, Inc.         China/Dish rental           $1,200

Certified Services            Equipment repair              $789

Commonwealth of Kentucky      Sales Tax                  $69,146

Culligan Water                Water products                $106

Hobart Sales and Service      Equipment repair            $1,089

Kiefer Co.                    Food Products               $2,500

Office Depot                  Office Products               $500

Ollie Green, CPA              Accounting services         $4,000

Pepsi-Cola                    Cola products               $2,835

Pitney Bowes                  printing/mail services        $815

Planned Music of Kentucky     Intercom Music                $660
                              Service

Postal Privilege              Stamp/Postal Service          $515
                              And Equipment

Preston St. Poultry           Food Products              $11,000

Rumpke Co.                    Waste Disposal              $1,807
                              Services

SYSCO/Lou                     Food Products              $25,000

Walker Mechanical             Equipment Repair              $700

Xerox                         Printing and Copy           $5,089
                              Services


JR3 RANCH: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JR3 Ranch
        dba Ronald Mark Taylor
        dba Dena Suzanne Taylor
        Star Route Box 350
        Baggs, Wyoming 82321

Bankruptcy Case No.: 04-20071

Type of Business: The Debtor specializes in Seedstock ranches for
                  commercial cattle production.

Chapter 11 Petition Date: January 20, 2004

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Ken McCartney, Esq.
                  The Law Offices of Ken McCartney, P.C.
                  P.O. Box 1364
                  Cheyenne, WY 82003
                  Tel: 307-635-0555
                  Fax: 307-635-0585

Total Assets: $2,084,490

Total Debts:  $1,164,890

Debtor's 14 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
C.H. Brown Co.                              $46,000

C.H. Brown Co.                              $24,000

Mountain Vet Supply                          $9,390

Deroche Contractors                          $7,247

Jirdens Agri Chemicals                       $6,944

Little Snake River Valley Bank               $6,000

H & S Irrigation                             $5,713

Agri-Finance - FCS Of AM                     $4,864

Brown Co.                                    $2,522

Baker & Associates                           $1,790

Union Telephone                              $1,175

Northwest Ready Mix                            $855

Craig Ford                                     $255

Craig Vet Hospital                             $186


KAISER GROUP: Bankruptcy Court Sustains ICT Spectrum's Claim
------------------------------------------------------------
Kaiser Group Holdings, Inc. (OTC Bulletin Board: KGHI) discloses
that on January 20, 2004 the United States Bankruptcy Court for
the District of Delaware issued an adverse decision concerning a
claim filed by former shareholders of ICT Spectrum Constructors,
Inc.

The Company expects to request the Bankruptcy Court to reconsider
its decision and/or to appeal the order entered by the Bankruptcy
Court. Should the Company be unsuccessful in its efforts to
achieve reconsideration or reversal of the Bankruptcy Court's
ruling, the Company could be required to issue an additional
247,350 common shares, which would then comprise approximately
13.4% of the aggregate shares outstanding. The Company believes
that issuing such a substantial number of additional common shares
could be expected to have a materially dilutive effect on the
value of common shares presently outstanding.

The claims at issue pertain to a 1998 transaction in which ICT was
merged with a subsidiary of the Company's predecessor, Kaiser
Group International, Inc.  Under the terms of the merger
agreement, ICT holders received at closing an aggregate of 1.5
million shares of KGI common stock.  The merger agreement further
provided that, to the extent that such shares had an aggregate
market value of less than $8.04 million ($5.36 per share) on March
1, 2001, KGI would provide additional consideration to the former
ICT holders in the amount of such shortfall.  KGI could elect to
make up the shortfall with cash payments and/or through the
issuance of addition KGI common shares in an amount up to a
maximum of 1.5 million additional shares.

On June 9, 2000, KGI filed a Chapter 11 reorganization case in the
Bankruptcy Court for the District of Delaware.  The former ICT
holders filed a class proof of claim in the KGI Chapter 11 case,
alleging damages totaling approximately $7.1 million.  The damages
asserted reflected the difference between the KGI share value at
the time of its bankruptcy filing and the guaranteed amount of
share value under the merger agreement.  The Company, as the
successor to KGI, has disputed the ICT claim. It is this claim
dispute on which the Bankruptcy Court rendered its January 20,
2004 decision. In an earlier decision, the Bankruptcy Court
determined that the ICT claim should be subordinated to the claims
of creditors and treated at the level of common equity.

The Company believes that the January 20, 2004 decision of the
Bankruptcy Court is inconsistent with the terms of the KGI Plan of
Reorganization and with the applicable provisions of the
Bankruptcy Code.  The Company expects to request the Bankruptcy
Court to reconsider its decision and/or to appeal the Order
entered by the Bankruptcy Court.  Should the Company be
unsuccessful in its efforts to achieve reconsideration or reversal
of the Bankruptcy Court's ruling, the Company could be required to
issue an additional 247,350 common shares, which would then
comprise approximately 13.4% of the aggregate shares outstanding.  
The Company believes that issuing such a substantial number of
additional common shares could be expected to have a materially
dilutive effect on the value of common shares presently
outstanding.


LES BOUTIQUES: San Francisco Banner Sold to Groupe Marie Claire
---------------------------------------------------------------
Les Boutiques San Francisco Incorporees announced the conclusion
of an agreement for the sale of the San Francisco banner to the
groupe Marie Claire of Montreal. The agreement for approximately
$3.2 million is for 33 of the 36 stores operating under this
banner, including part of their inventory.

The groupe Marie Claire already operates clothing shops in Quebec
under the Marie Claire, Terra Nostra, Claire France, Emotions and
M.C. Collection banners. "This acquisition will allow us to occupy
a market niche that is complementary to those in which we operate
presently. We are very happy to acquire the San Francisco stores
which have a high level of awareness and appreciation in the
marketplace. That is why we will retain the San Francisco name,"
stated Real Lafrance, president and owner of the groupe Marie
Claire.

Gaetan Frigon, Chief Restructuring Officer of the groupe San
Francisco, is very pleased that the purchaser intends to continue
operating almost all of the network of San Francisco stores. "This
is the first sale of assets in the business restructuring plan
that was accepted by Superior Court on January 15. Although we
still have a great deal to do, we are headed in the right
direction," Mr. Frigon pointed out.

Due to the fact that the groupe San Francisco has obtained a court
order under the Companies' Creditors Arrangement Act, the sale of
the San Francisco banner is subject to Superior Court approval. It
is also subject to due diligence as well as to a certain number of
other conditions, including the transfer and renewal of leases.


MAIL-WELL INC: Will Host Q4 Earnings Conference Call on February 9
------------------------------------------------------------------
Mail-Well, Inc. (NYSE: MWL) announced that it will host its Fourth
Quarter Earnings Release conference call, to be held at 1:00 p.m.
Eastern Time on Monday, February 9, 2004 and will be hosted by
Mail-Well's Chairman, President and Chief Executive Officer, Paul
Reilly and Senior Vice President and Chief Financial Officer,
Michel Salbaing.

To participate in the Mail-Well conference call on Monday,
February 9, 2004 at 1:00 p.m. Eastern Time (12:00 Noon Central,
11:00 a.m. Mountain, 10:00 a.m. Pacific), please dial in to 1-888-
675-7686 and provide the operator with the conference ID 3982499.  
Please call in 5-7 minutes before the call is to begin.  The
conference call will also be webcast.  To listen to the webcast,
go to http://www.mail-well.com/http://www.streetevents.com/or
http://www.fulldisclosure.com/

International Dial-In: An operator will dial out to you.

Contact Mail-Well Investor Relations at 303-730-8023 or email:
brodriguez@mailwell.com no later than 1 hour prior to the call
with your telephone information.

If you are unable to join the Mail-Well conference call, you may
access a replay of the call starting Monday, February 9, 2004 at
4:00 p.m. Eastern Time.  To access the replay, please dial 1-866-
219-1444 and reference the conference ID 3982499.  The replay will
run until Midnight Eastern Time, on February 16, 2004.

Mail-Well (NYSE: MWL) specializes in three growing multibillion-
dollar market segments in the highly fragmented printing industry:
commercial printing, envelopes and printed office products.  It
holds leading positions in each.  Mail-Well currently has
approximately 10,000 employees and more than 85 printing
facilities and numerous sales offices throughout North America.
The company is headquartered in Englewood, Colorado.

                        *     *     *

As previously reported, Standard & Poor's lowered its corporate
credit rating on Mail-Well Inc., to double-'B'-minus from
double-'B', its subordinated debt rating to single-'B' from
single-'B'-plus, and its senior secured and senior unsecured
debt ratings to double-'B'-minus from double-'B'.

Standard & Poor's also assigned its double-'B'- minus rating
to Mail-Well I Corp.'s $300 million senior secured revolving
bank facility due 2005, which is guaranteed by its holding
company parent, Mail-Well Inc., and all non-borrower subsidiaries.

The outlook, S&P says, is negative.    


MILACRON INC: Will Publish Q4 and Year-End Results on February 11
-----------------------------------------------------------------
Milacron Inc. (NYSE: MZ), a leading global supplier of plastics-
processing technologies and industrial fluids, will report its
financial results for the fourth quarter and year-ended
December 31, 2003, on Wednesday, February 11, 2004.

For the fourth quarter, the company expects to report sales
slightly above the high end ($193 million) of the range of its
guidance issued in October, with new orders at about the same
level as sales. Having completed a recent valuation of goodwill,
the company also expects to report a non-cash goodwill impairment
charge of approximately $14 million pre-tax in the fourth quarter.
(This is in addition to a preliminary non-cash goodwill impairment
charge of $52.3 million pre-tax taken in the third quarter.)
Excluding the goodwill impairment charge, fourth-quarter pre-tax
earnings from continuing operations before restructuring costs are
expected to be consistent with previous guidance. Cash flow was
strong in the fourth quarter, resulting in an ending cash balance
of approximately $90 million, up from $62 million at the beginning
of the quarter.

Following its usual practice, on February 11 Milacron will release
its results in the morning before the market opens. At 11:00 a.m.
ET, management will conduct an open investor conference call to
discuss the fourth quarter along with the current outlook. The
call can be accessed live via the company's Web site at
http://www.milacron.com/ For analysts and investors wishing to  
ask questions, the dial-in number will be (719) 457-2727.

A recording of the conference call will be available from 2:00
p.m. ET, Wednesday, February 11, through midnight Wednesday,
February 18, and may be accessed on Milacron's Web site at
http://www.milacron.com/ or by dialing (719) 457-0820 or (888)  
203-1112 and providing the access code: 623637.

First incorporated in 1884, Milacron (S&P, B- Corporate Credit
Rating, Negative) is a leading global supplier of plastics-
processing technologies and industrial fluids, with about 3,500
employees and major manufacturing facilities in North America,
Europe and Asia. For further information, visit
http://www.milacron.com/


MIRANT CORP: Gets Nod to Hire Ernst & Young on Interim Basis
------------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, the Mirant
Debtors seek the Court's authority to employ Ernst & Young LLP as
consultants, nunc pro tunc to July 15, 2003.

Ian T. Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that prior to the Petition Date and continuing
thereafter, E&Y has been representing and performing these
services on the Debtors' behalf:

   (a) Project assistance services related to compliance with
       Section 404 of the Sarbanes-Oxley Act.  The objective of
       this engagement is to assist Mirant's management in the
       preparation of its documentation, testing, and evaluation
       of internal processes, risk and controls over financial
       reporting, as well as testing and evaluation of those
       controls and related issue tracking and remediation for
       significant accounts and processes, and, upon request, to
       report any findings and recommendations for improvements
       in the controls E&Y LLP may identify in connection
       therewith; and

   (b) Accounting assistance services to assist Mirant's
       management in the gathering of information and
       preparation of schedules and summaries of information, as
       requested by and at the direction of Mirant's management.
       E&Y was retained due to the skill-sets and staffing
       availability of the professionals needed for project
       assistance, including professionals experienced in the
       energy trading area, and the synergies realized by the
       Debtors in using the same team of professionals who are
       working on the Sarbanes-Oxley Compliance Matters project.

Mr. Peck contends that continuing E&Y's employment is warranted
because the services not only allow the Debtors to carry out
their duties as debtors-in-possession but also allow them to
comply with the applicable provisions of the Sarbanes-Oxley Act.

Mr. Peck explains that while the Debtors already employed KPMG
LLP, E&Y's employment is still necessary because under the
relevant provisions of the Sarbanes-Oxley Act, firms providing
accounting and auditing services are prohibited from providing
certain services relating to Sarbanes-Oxley compliance issues due
to the independence requirements of external auditors under the
Securities and Exchange Commission regulations.

In addition, while the Debtors already employed Deloitte & Touche
LLP as their tax advisors and consultants, Mr. Peck defends, the
Debtors' employment of E&Y is still necessary because of the
synergies already obtained by E&Y in connection with the
Sarbanes-Oxley Compliance Matters, not to mention the extra cost
and expense the Debtors would incur to have a new professional
provide the same services.

Nevertheless, the Debtors believe that the consulting services
E&Y renders will not be duplicative of the services rendered by
any other of the Debtors' Chapter 11 professionals.  E&Y promises
to carefully coordinate its efforts with the other professionals
to make sure that its actions are not duplicative of the actions
the other professionals are taking.

According to Mr. Peck, any delay in submitting this request was a
result of the intricacies E&Y had to overcome in performing and
reviewing all of the parties-in-interest, potential conflicts and
disclosures necessary to comply with the requirements of Section
327 and Rule 2014 of the Federal Rules of Bankruptcy Procedure.  
E&Y also has to address case specific issues that have arisen in
these Chapter 11 cases since the Petition Date.

Susan R. Bell, a partner of E&Y, tells the Court that E&Y is a
well-known consulting firm, which has a worldwide clientele and
extensive experience in helping clients tackle challenging,
complex consulting issues, including those that are the subject
of the Debtors' employment.

Ms. Bell discloses to Judge Lynn E&Y and its affiliates' past and
present representation of the Debtors and non-debtor affiliates
on a number of unrelated Chapter 11 matters.  Moreover, in the
past, E&Y or its affiliates have advised or represented a number
of the Debtors' creditors or parties-in-interests on matters
unrelated to these Chapter 11 cases.  In this regard, Ms. Bell
assures the Court that the firm or its affiliates will not have
any relationship with any entity that may represent parties-in-
interest in these cases that would be materially adverse to the
Debtors.  E&Y and its partners and employees are "disinterested
persons" as the term is defined in Section 101(14) of the
Bankruptcy Code.

As compensation, E&Y will charge the Debtors these hourly rates
of its professionals:

   Partners and Principals       $660 - 700
   Senior Managers                540 - 635
   Managers                       385 - 470
   Seniors                        280 - 370
   Staff                          190 - 270

E&Y also intends to apply with the Court for reimbursement of
their out-of-pocket expenses.

During the 90 days prior to the Petition Date, the Debtors paid
E&Y $648,320 for fees and $754,876 to E&Y affiliate, Ernst &
Young Corporate Finance LLC.  Due to past representations, as of
the Petition Date, the Debtors still owe E&Y $8,400.  E&Y agree
to waive its prepetition claim if its engagement is approved.  

Prior to the Petition Date, EYCF received a $200,000 retainer
from Mirant Corporation.  As of the Petition Date, $121,404 of
the retainer remained and will be refunded to Mirant.

                          *     *     *

On an interim basis, Judge Lynn permits the Debtors to employ
E&Y, nunc pro tunc to July 15, 2003.  If no objection is filed
with the Court by February 2, 2004, the Interim Order will become
final. (Mirant Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MISS. CHEM: Selling MPI & EPI Assets to Intrepid & HB Potash
------------------------------------------------------------
Mississippi Chemical Corporation and its debtor-affiliates want to
sell substantially all of the assets of units Mississippi Potash,
Inc., and Eddy Potash, Inc., pursuant to an Asset Purchase
Agreement, to Intrepid Mining NM LLC and HB Potash LLC.  The sales
will be free and clear of all liens and encumbrances and subject
to higher and better offers.

The deadline set by the U.S. Bankruptcy Court for the Southern
District of Mississippi for interested parties to submit competing
bids closed yesterday.

The Debtors will convene an auction for the assets on February 2,
2004, at 10:00 a.m., to be held at the offices of the Debtors'
Counsel, Phelps Dunbar LLP. The Debtors may adjourn the Auction at
any time and from time to time and may conduct multiple rounds of
bidding.   

Any objection to the proposed sale must be made in writing and
filed with the Clerk of the Bankruptcy Court on or before
February 6, 2004. Copies must also be sent to:

        1. Counsel for the Debtors
           Phelps Dunbar LLP
           111 East Capitol Street
           Suite 600
           Jackson, MS 39201
           Attn: James W. O'Mara, Esq. and
                 Douglas C. Noble, Esq.

                -or-

           PO Box 23066
           Jackson, MS 39225-3066

        2. Counsels for Harris Trust and Savings Bank
           Chapman and Cutler
           111 W. Monroe Street
           Chicago, IL 60603
           Attn: James E. Spiotto, Esq.

                -and-

           Butler, Snow, O'Mara, Stevens & Cannada, PLLC
           PO Box 22567
           Jackson, MS 39225-2567
           Attn: Stephen W. Rosenblatt, Esq.

        3. Counsel for the Official Committee of Creditors
           Orrick, Herrington & Sutcliffe
           666 Fifth Avenue
           New York, NY 10103
           Attn: Thomas L. Kent, Esq.

                -and-

           Harris Geno, PA
           PO Box 3380
           Ridgeland, MS 39158-3380
           Attn: Craig M. Geno, Esq.

        4. the Office of the United States Trustee
           Suite 706
           100 W. Capitol Street
           Jackson, MS 39269
           Attn: Ronald H. McAlpin, Assistant US Trustee

        5. Counsel for DSC/DDJ
           Jenner & Block, LLP
           One IBM Plaza
           Chicago, IL 60611-7603
           Attn: Mark K. Thomas, Esq.

        6. Counsel for the Buyers
           Holme Roberts & Owen LLP
           1700 Lincoln Street
           Suite 4100
           Denver, CO 80203
           Attn: Lawrence Bass, Esq.

A preliminary hearing on the approval of the Sale, if competing
bids are received, will convene on February 12, 2004, at 2:30 p.m.
If no objections are filed, the Court may also consider and
approve the Sale at that time. If timely objections are filed, a
final hearing for the approval of the Sale will commence on
February 20, 2004, at 9:30 a.m.    

Inquiries concerning the sale must be made in writing to the
Debtors' lawyers.

Mississippi Chemical Corporation, through its direct or indirect
subsidiaries and affiliates, produces and markets all three
primary crop nutrients (nitrogen-phosphorus and potassium-based
products), as well as similar chemicals for industrial uses. The
Company filed for chapter 11 protection on May 15, 2003 (Bankr.
S.D. Miss. Case No. 03-02984).  James W. O'Mara, Esq., at Phelps
Dunbar LLP, represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $552,9342,000 in total assets and $462,496,000 in total
debts.
        

NATIONAL EQUIPMENT: Bankruptcy Court Confirms Chapter 11 Plan
-------------------------------------------------------------
National Equipment Services, Inc. (NES Rentals), the Midwest's
largest equipment rental company, announced that the U.S.
Bankruptcy Court for the Northern District of Illinois approved
the company's reorganization plan.

The plan confirmation allows NES Rentals to emerge from Chapter 11
protection in February.

NES Rentals filed for reorganization on June 27, 2003, and
subsequently retained Carl Marks Consulting Group, one of the
country's leading corporate revitalization firms, to implement its
turnaround. Since then, NES has secured exit financing and taken
significant steps to reduce expenses and improve its cash
position. During this period, the company continued business as
usual, renting its specialty and general equipment -- with a focus
on aerial work platforms, cranes and traffic safety-related
services -- to construction and industrial end-users from its
approximately 160 rental locations.

Headquartered in Chicago, NES Rentals has about 3,000 employees
nationwide. It employs about 250 in the Chicago area and operates
stores in Des Plaines, Romeoville and Riverdale. Total revenues
for 2003 are estimated to be $550 million.

"With the court's confirmation of our reorganization plan and the
overwhelming support of the bank group, bond holders and vendors,
we're excited about NES Rentals' prospects for moving forward with
its financial and operational restructuring," said Duff Meyercord,
chief restructuring officer and partner with Carl Marks Consulting
Group. "The company now starts off on solid financial ground with
a new $500 million credit facility from a bank group led by our
long-term agent, Wachovia Bank."

NES Rentals Chief Financial Officer Michael Milligan said the
credit facility will enable NES Rentals to spend about $90 million
in capital expenditures in 2004. Aggressively revitalizing the
company's fleet of 48,000 pieces of equipment is central to the
company's reorganization.

"We plan to reinvest heavily in NES' fleet over the next several
years to meet customer needs," Milligan said. "Over the past
couple years, an industry slowdown has left rental companies with
limited capital to invest in their equipment. Our current cash
position will allow us to increase our fleet's size, and improve
fleet mix and quality."

NES Rentals Interim COO Doug Booth, also with Carl Marks, said
improvements in operation and marketing efficiencies also put the
company in excellent position. "We continue to examine ways to
improve our services, build our brand name and increase
operational efficiencies across the 42 rental businesses acquired
since 1996," he said. "In addition to improvements in our
operations, we have successfully consolidated more than a dozen
separate information systems into a single database and
established a Shared Services Center, which will help us more
effectively manage our fleet and enhance customer service
nationwide."

NES is the fourth largest company in the $25 billion equipment
rental industry. The company focuses on renting specialty and
general equipment to industrial and construction end-users. It
rents more than 750 types of machinery and equipment, and
distributes new equipment for nationally recognized original
equipment manufacturers. NES also sells used equipment as well as
complementary parts, supplies and merchandise, and provides repair
and maintenance services to its customers. In addition to the
rental business NES is the second largest supplier of traffic and
safety services to the construction industry. The company is a
leading competitor in each geographic market it reaches, from its
approximately 160 locations in 34 states and Canada. For more
information on NES, visit http://www.nesrentals.com/


NAVIGATOR GAS: Committee Wins Nod to Hire Poten as Consultant
-------------------------------------------------------------
The Official Committee of Unsecured Creditors, appointed in the
chapter 11 cases of Navigator Gas Transport PLC and its
debtor-affiliates, sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Poten Capital Services, LLC as consultant, nunc pro tunc to
October 29, 2003.

On October 29, the Court modified the Debtors' exclusive period
for filing a Chapter 11 Plan of Reorganization to allow the
Committee to file a competing plan. The Committee selected Poten
as its consultant based on Poten's expertise in the shipping
industry.

As consultant, Poten will prepare certain valuations of the
Debtors' vessels and liquidation analyses required for the
Committee's Plan and related disclosure statement.

Two Poten core team members will have primary responsibility in
this engagement:

        Mr. Reidar Brekke  -- 11 years experience
        Mr. Jeffrey Parry  -- 18 years experience

Following filing and approval of interim and final fee
applications, will be paid a "flat" fee of $8,750 for its
services. This amount represents the sum of $750 per ship for each
"desktop valuation" and $5,000 for the valuation of future
expected charter rates. Poten will also seek reimbursement from
the Debtors' estates for miscellaneous expenses.

Steven M. Garten, General Counsel of Poten Capital Services, LLC,
assured the Court that Poten is a "disinterested" person within
the meaning of Section 101(14) of the Bankruptcy Code.

Navigator Gas Transport PLC's business consists of the transport
by sea of liquefied petroleum gases and petrochemical gases
between ports throughout the world. The Company filed for chapter
11 protection on January 27, 2003, (Bankr. S.D.N.Y. Case No. 03-
10471). Adam L. Shiff, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $197,243,082 in assets and $384,314,744 in
liabilities.


NORTEL: Will Hold Financial Analysts' Teleconference on Tomorrow
----------------------------------------------------------------
What:   Nortel Networks will host a teleconference/audio webcast
        with the investment community to discuss the results for
        the Fourth Quarter and Year 2003.

Who:    -- Frank Dunn, President and Chief Executive Officer
     
        -- Doug Beatty, Chief Financial Officer

        -- Angela McMonagle, Vice President, Corporate Marketing
           & Investor Relations

When:   5:00 - 6:00 p.m. ET, Thursday January 29, 2004

Where:  To participate via the teleconference, please call the
        following numbers at least 15 minutes prior to the start
        of the event:
    
        -- North America: 1-888-211-4395

        -- International: 1-212-231-6007

        To participate via the audio webcast, please visit the
        following Web page at least 15 minutes prior to the start
        of the event:

            http://www.nortelnetworks.com/q4earnings2003/

Replay: One hour after the end of the conference, you can listen
        to the replay at:

        -- North America: 1-800-383-0935 Passcode: 21177866#
    
        -- International: 1-402-530-5545 Passcode: 21177866#

        This replay will be available until 11:59 p.m. ET,
        February 13, 2004.

        Audio webcast replay:

            http://www.nortelnetworks.com/q4earnings2003/

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


NRG ENERGY: Secures Court Clearance for FirstEnergy Settlement
--------------------------------------------------------------
The Debtor NRG Energy, Inc. and the Official Committee of
Unsecured Creditors ask the Court to approve a settlement
agreement dated November 12, 2003, among NRG, NRG Able Acquisition
LLC, The Cleveland Electric Illuminating Company, The Toledo
Edison Company, FirstEnergy Ventures Corp and the Official
Committee.

According to Matthew A. Cantor, Esq., at Kirkland & Ellis, in New
York, in August 2001, NRG began discussions with FirstEnergy to
purchase four coal-fired power plants -- Eastlake, Lakeshore, Bay
Shore and Ashtabula plants -- in northern Ohio along the southern
shoreline of Lake Erie.  Cleveland Electric Illuminating Company,
Toledo Edison Company, FirstEnergy Ventures Corp. are
collectively referred to as FirstEnergy.  Throughout the
remainder of the summer and most of the fall, NRG spoke with
FirstEnergy personnel about the plants and reviewed due diligence
materials FirstEnergy provided.  In early November 2001, NRG
submitted a successful bid for the Power Plants as part of a
competitive auction conducted by FirstEnergy.  

On November 29, 2001, after several weeks of negotiations, NRG
Able and FirstEnergy executed the Purchase and Sale Agreements.
The actual contract is comprised of two separate agreements:

   -- The Toledo Edison Purchase and Sale Agreement, among Toledo
      Edison, FirstEnergy Ventures and NRG Able.  NRG Able is a
      subsidiary of NRG formed for the purpose of acquiring the
      Power Plants; and

   -- The Cleveland Electric Purchase and Sale Agreement between
      Cleveland Electric and NRG Able.

Pursuant to the Sale Agreements, NRG Able agreed to purchase the
Power Plants for $1,500,000,000, including $145,000,000 in
assumed debt.  In addition, under the Cleveland Electric
Agreement, upon closing, NRG would be required to sell to
FirstEnergy, and FirstEnergy would be required to buy from NRG,
wholesale electricity services at a fixed price pursuant to a
definitive power purchase agreement.

NRG guaranteed the obligations of NRG Able under the Toledo
Edison Agreement and the Cleveland Electric Agreement pursuant
to:

   -- the Guarantee, dated as of November 29, 2001, among NRG, as
      Guarantor, Toledo Edison and FirstEnergy Ventures; and

   -- the Guarantee, dated as of November 29, 2001, between NRG,
      as Guarantor, and Cleveland Electric.

The parties planned to close the transaction in mid-2002.  Hence,
from November 29, 2001 onwards, the parties worked to prepare the
necessary paperwork and resolve outstanding conditions precedent
to closing, including obtaining required regulatory approvals
from the Federal Energy Regulation Commission and other
governmental permits.  In the late spring of 2002, articles began
appearing in the press speculating about NRG's deteriorating
financial condition.  As a result, beginning in late July 2002,
senior representatives of NRG and FirstEnergy held a series of
meetings intended to address the possible impact of NRG's
financial troubles on the transaction.  Over the course of these
meetings, the parties agreed that they broadly discussed NRG's
financial condition and also considered possible modifications to
the Sale Agreements.  However, the parties fundamentally
disagreed about the specific content of the proposed
modifications and the positions adopted by their representatives.

On August 8, 2002, FirstEnergy sent a letter to NRG canceling the
Sale Agreements, asserting that NRG Able anticipatorily breached
the Sale Agreements in the course of meetings between the parties
at the end of July 2002.  On the same date, NRG denied
FirstEnergy's allegation and asserted that FirstEnergy's
cancellation itself constituted a breach of the Sale Agreements.

On February 24, 2003, FirstEnergy notified NRG that it would
submit the dispute for resolution by an arbitration panel
pursuant to Sale Agreements.  On June 30, 2003, FirstEnergy and
NRG presented a joint submission to the Arbitration Panel setting
forth their claims, responses and counterclaims.  On July 11,
2003, FirstEnergy filed proofs of claim against NRG as guarantor
under the Sale Agreement Guarantees for $683,677,808.  

On August 1, 2003, the Court approved a stipulation which:

   (1) modified the automatic stay pursuant to Section 362(a) of
       the Bankruptcy Code to permit the Arbitration to continue
       in the normal course;

   (2) fixed the amount of FirstEnergy's claim for voting
       purposes under the Plan and for purposes of the Disputed
       Claims Reserve, in an aggregate amount of $634,000,000;
       and

   (3) authorized the Official Committee's intervention in the
       Arbitration.

The Arbitration hearing is currently scheduled to commence in
late February 2004.  The Arbitration Panel has adopted a modified
"baseball style" arbitration procedure that would require it to
choose between FirstEnergy's and NRG's final positions on
damages.  Under the arbitration procedure, in the event that the
Arbitration Panel ruled for FirstEnergy, NRG would be liable for
the full $683,677,808 in damages claimed by FirstEnergy.

                      The Parties' Positions

A. FirstEnergy's Claims

   FirstEnergy alleged that NRG Able anticipatorily repudiated
   the Sale Agreements by its conduct at several meetings held
   between the parties in late July 2002.  Specifically,
   FirstEnergy alleged that NRG Able asserted in the course of
   the meetings that it was both unwilling and unable to complete
   the transaction as originally agreed under the Sale
   Agreements.  FirstEnergy alleged further that NRG Able in fact
   was unable to complete the transaction, given NRG's
   deteriorating financial condition and consequent inability to
   secure external financing for the transaction.  FirstEnergy
   therefore alleged that it was entitled under Ohio contract law
   to terminate the Settlement Agreements and attempt to mitigate
   its damages.  According to FirstEnergy, a second auction of
   the Power Plants yielded an offer for $403,000,000 -- the
   highest and best offer received.  In consequence, FirstEnergy
   decided to retain ownership of the Power Plants.

   Lastly, FirstEnergy alleged that it is entitled to damages in
   excess of $683,000,000, partly calculated by subtracting the
   market value of the Power Plants at the time of the alleged
   breach by NRG Able from the consideration to be paid under the
   Sale Agreements.  FirstEnergy also alleged that it has
   separate claims against Xcel that could not lawfully be
   released under the Plan.

B. NRG's Response and Counterclaim

   NRG alleged that NRG Able never anticipatorily repudiated the
   Sale Agreements.  Specifically, NRG alleged that NRG Able
   worked in good faith to complete the deal up until FirstEnergy
   notified NRG that it was canceling the Sale Agreements.  NRG
   further alleged that NRG Able did not clearly indicate to
   FirstEnergy that it was unwilling to consummate the
   transaction, and that FirstEnergy never sought written
   assurances of performance from NRG Able before canceling the
   Sale Agreements.  In addition, NRG alleged that NRG Able never
   became obligated to close the transaction, because various
   conditions precedent to the obligation had not been satisfied
   by the time of its alleged breach in late July 2002, including
   the issuance of an unconditional FERC order approving the
   transaction.

   Ultimately, NRG alleged that FirstEnergy's cancellation of the
   Sale Agreements constituted a breach of the Sale Agreements,
   entitling NRG Able to a recovery for damages.  Moreover, NRG
   alleged that FirstEnergy's damages claim is excessive.

                          The Settlement

In an effort to avoid further lengthy, legally complex and fact-
intensive litigation, NRG, FirstEnergy and the Official Committee
engaged in extensive negotiations to resolve their disputes.  The
parties agree that:

A. Settlement and Dismissal of Arbitration

   NRG, FirstEnergy and the Official Committee will, on the
   Settlement Effective Date, execute and deliver to the
   Arbitration Panel a Stipulation of Dismissal.  Pending the
   Settlement Effective Date, the Arbitration will be stayed.

B. FirstEnergy's Allowed Unsecured Claim

   FirstEnergy will have two unsecured claims against NRG as
   guarantor under the Sale Agreement Guarantees in an aggregate
   allowed amount for $396,000,000, which claims will be treated
   pursuant to the Plan as Class 5 Claims.  The Allowed
   FirstEnergy Claim will constitute complete and full payment
   for and satisfaction of the Allowed FirstEnergy Claim.
   FirstEnergy will have the right to assign in whole or in part
   and in one or more transactions, the Allowed FirstEnergy
   Claim, or the right to receive any part of the proceeds
   thereof, to third-parties, so long as the assignment does not  
   create regulatory or other obstacles to confirmation or
   consummation of the Plan.

C. Mutual Release

   NRG, NRG Able and FirstEnergy will exchange mutual releases.

While NRG believes that it has some solid defenses against
FirstEnergy's claims, it has determined that there is a
significant risk of an adverse judgment significantly in excess
of $396,000,000.  NRG could be found liable for the full
$683,677,808 in damages claimed by FirstEnergy.  In this light,
NRG determined that $396,000,000 represents a fair and reasonable
settlement of NRG's potential liability to FirstEnergy under the
Settlement Agreements.

Mr. Cantor also points out that by reducing the aggregate amount
of all unsecured claims against the Debtors' estate by 43%, the
Settlement Agreement will increase distributions to the Debtors'
unsecured creditors other than FirstEnergy by at least 4%.
Furthermore, the Settlement Agreement will conserve resources for
the Debtors, as it will promptly resolve all outstanding disputes
between the parties under the Settlement Agreements, enabling the
Debtors to move forward in their Chapter 11 case.

Finally, Mr. Cantor notes, the Settlement Agreement is the
product of intensive negotiations and arm's-length bargaining by
parties represented by competent and experienced attorneys.  In
addition, the Official Committee observed and participated in the
negotiations from the outset, ensuring that the interests of the
Debtors' unsecured creditors are represented and protected.

Accordingly, the Court approves the Debtors' request. (NRG Energy
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


OMNOVA SOLUTIONS: Fourth-Quarter 2003 Results Sink into Red Ink
---------------------------------------------------------------
OMNOVA Solutions Inc. (NYSE: OMN) reported a loss of $61.3 million
or $1.53 per diluted share for the fourth quarter of 2003,
compared to income of $0.5 million or $0.01 per diluted share
during the fourth quarter of 2002.  

Included in the fourth quarter of 2003 were non-cash charges of
$49.6 million related to SFAS 142, "Goodwill and Other Intangible
Assets" and $5.7 million for the write-off of idle fixed assets,
obsolete inventories and intangible assets; and a provision of
$1.7 million associated with the restructuring and severance
resulting primarily from the Company's previously announced
decision to exit its heat transfer product line.  Excluding these
items, the Company reported a net loss of $4.3 million or $0.11
per diluted share for the fourth quarter of 2003.

Sales increased 2.0% to $175.8 million for the fourth quarter of
2003, compared to $172.3 million during the same period a year
ago.  Cost of goods sold for the fourth quarter of 2003 increased
$4.2 million to $133.5 million versus the same quarter last year.  
Raw material cost increases of $5.0 million were due to
significant year-over-year inflation in the Company's oil and
natural gas based feedstocks.  Selling, general and administrative
costs declined $1.0 million to $33.2 million in the fourth quarter
of 2003 versus $34.2 million in the fourth quarter of 2002,
primarily due to reduced salary workforce and discretionary
spending controls.  Interest expense increased to $5.1 million for
the fourth quarter of 2003 versus $2.0 million for the same period
a year ago.  The increased interest expense was the result of
higher borrowing rates associated with the May 2003 issuance of
the Company's $165 million of long-term bonds.

"We were encouraged by a gradual strengthening in key markets
within our Performance Chemicals and Building Products segments
during the fourth quarter," said Kevin McMullen, OMNOVA Solutions'
Chairman and Chief Executive Officer.  "We anticipate that this
trend, combined with the significant actions the Company took in
the second half of the year, will lead to improved financial
performance in 2004."

"Fourth quarter year-over-year sales and operating profit
increased for Performance Chemicals and Building Products based on
strength in the paper, carpet and commercial roofing markets we
serve," said McMullen.  "Actions taken by our Decorative Products
segment should improve our cost position going forward, including
a reduction in salary and hourly workforce and exiting the heat
transfer product line, as well as the non-cash write-off of
intangible assets.  While raw material costs remain higher than
expected, pricing actions initiated in 2003 allowed us to exceed
raw material price increases in the quarter.  Also, programs to
eliminate waste and improve customer satisfaction through our LEAN
SixSigma operating initiative, achieve global purchasing
synergies, and deliver value-added new products and services are
generating positive results.  We believe these actions, along with
others we have taken, will position us well in 2004."

For the twelve months ended November 30, 2003, sales increased
0.2% to $682.6 million compared to $681.2 million during the same
period a year ago. Cost of goods sold for the twelve months ended
November 30, 2003 increased $20.0 million to $516.8 million versus
the same period last year.  Raw material cost increases of $34.4
million, due to significant inflation in oil and natural gas based
feedstocks, were partially offset by $14.4 million of cost
reductions through manufacturing productivity and lower spending.
Selling, general and administrative expense declined $4.2 million
to $136.1 million versus $140.3 million for the same period of
2002, primarily due to reductions in the salary workforce.  
Interest expense increased to $15.3 million versus $8.1 million
for the same period a year ago due to the May 2003 refinancing.  
Other expense increased $1.1 million to $3.4 million, due
primarily to the cost of leasing the Company's corporate
headquarters facility which was sold in a sale-leaseback
transaction in 2002.  For the full year, the Company took charges
totaling $67.4 million, which included restructuring and severance
charges of $9.0 million related to the write-off of assets for the
closure of a design center, exiting the heat transfer product
line, and severance costs for workforce reductions; $3.1 million
related to the write-off of deferred financing costs as part of
the May 2003 refinancing and $55.3 million for the write-off of
goodwill and intangible assets, idle fixed assets and obsolete
inventories.  The Company incurred a net loss of $83.8 million for
fiscal 2003 or a loss of $2.10 per diluted share as compared to a
net loss of $135.5 million for fiscal 2002 or a loss of $3.40 per
diluted share. As a result of its restructuring efforts, the
Company has reduced its workforce during 2003 by approximately 350
positions or about 14%.

Excluding the restructuring and severance items, deferred
financing, goodwill and intangible assets, idle fixed assets and
obsolete inventory write-offs incurred in 2003, and excluding the
reversal of prior restructuring and severance provisions and the
adoption of SFAS 142, "Goodwill and Other Intangible Assets" as a
cumulative effect of accounting change in 2002, the Company
incurred a loss of $16.4 million or $0.41 per diluted share in
fiscal 2003 as compared to net income of $4.6 million or $0.12 per
diluted share in fiscal 2002.

At the end of the fourth quarter of 2003, OMNOVA's total debt and
cash were $192.2 million and $14.1 million, respectively, and the
Company was in compliance with all credit facility financial
covenants.  For the full year, including the receivable sales
program which was terminated in May 2003, debt averaged $206
million, an improvement of $16 million as compared to 2002.

Performance Chemicals -- Net sales during the fourth quarter of
2003 increased 9% to $83.8 million versus $77.0 million in the
fourth quarter of 2002.  Segment operating profit was $2.5 million
in the fourth quarter of 2003, as compared to $3.8 million in the
fourth quarter of 2002.  Excluding a restructuring and severance
provision of $0.2 million, a non-cash charge of $2.7 million
related to the write-down of intangible assets in the fourth
quarter of 2003, and the reversal of a previous restructuring and
severance provision of $0.1 million in the fourth quarter of 2002,
operating profit was $5.4 million for the fourth quarter of 2003
as compared to $3.7 million for the fourth quarter of 2002.  The
increase in operating profit was due to higher volumes and average
unit selling prices and lower spending.  Compared to last year,
raw material costs were up $4.1 million during the quarter due
to significantly higher oil and natural gas feedstock costs.  
However, this was offset by $5.1 million in increased pricing.

Productivity, as measured by conversion costs per pound, improved
4.7% versus last year due to higher volumes, lower employment
levels and improved cost control.  New product introductions
resulted in volume improvement at new and existing customers in
paper and carpet, nonwovens, textile and other specialty
customers.  Additionally, OMNOVA is developing several next
generation products which are in the trialing stage for several
major global customers.  In response to raw material inflation of
$30.8 million for the full year, Performance Chemicals achieved
price increases totaling $20.4 million.

Decorative Products -- Net sales were $63.0 million during the
fourth quarter of 2003, a decline of 12% compared to $71.2 million
in the fourth quarter of 2002.  Low refurbishment activity in
corporate offices and hotels resulted in a decline in wallcovering
sales, while weak demand in furniture and manufactured housing
negatively impacted coated fabric and decorative laminate sales.  
The segment's operating loss totaled $58.2 million for the fourth
quarter of 2003, as compared to operating profit of $2.3 million
for the fourth quarter of 2002.  Included in the fourth quarter of
2003 results are charges totaling $54.0 million which are
comprised of a restructuring and severance provision of $1.4
million, a provision of $49.6 million for the write-off of
goodwill and trademarks and a provision of $3.0 million for the
write-off of idle fixed assets, obsolete inventory and intangible
assets. Included in the fourth quarter of 2002 is the reversal of
a previous restructuring and severance provision of $0.3 million.  
Excluding these items, the operating loss for the fourth quarter
of fiscal 2003 was $4.2 million as compared to an operating profit
of $2.0 million for the same period last year. As compared to last
year, raw materials, primarily polyvinyl chloride (PVC) resins and
plasticizers, were up $0.9 million in the fourth quarter of 2003.

During the quarter, wallcovering quoting activity for the
hospitality market improved over the prior quarter and several
large hotel orders shipped late in the reporting period.  
Wallcovering sales in November were the strongest in six months.  
The Company's coated fabrics product line also won a large
contract for 2004 with an automotive aftermarket customer.

Building Products -- Net sales were $29.0 million during the
fourth quarter of 2003, an increase of 20% compared to $24.1
million in the fourth quarter of 2002.  Milder weather, improved
demand in re-roofing activity and new product introductions
positively impacted sales versus last year.  The segment's
operating profit totaled $1.5 million for the fourth quarter of
2003, as compared to an operating loss of $2.4 million for the
fourth quarter of 2002 due to lower warranty expense, improved
manufacturing efficiencies, and higher sales.

OMNOVA Solutions (Fitch, BB- Senior Secured Credit Facility and B+
Senior Secured Note Ratings, Negative) is a technology-based
company with 2002 sales of $681 million and 2,150 employees
worldwide.  OMNOVA is a major innovator of decorative and
functional surfaces, emulsion polymers and specialty chemicals.
For more information, visit http://www.omnova.com/


OWENS CORNING: Will Acquire Outstanding Shares of Mexican JV
------------------------------------------------------------
Owens Corning reached agreement with Vitro S.A. de C.V., a Mexican
corporation, to purchase its interest in a holding company that
owns Vitro Fibras, a Mexican- based joint venture of the
companies.

Owens Corning currently has a 40 percent ownership position in the
joint venture, which was formed in 1957.

"We are really excited about the opportunity to support the growth
of our customers by investing in additional manufacturing capacity
with facilities and people which are already familiar with Owens
Corning processes and commitment to quality," said Owens Corning
CEO Dave Brown. "This move gives us additional opportunities for
growth in the United States and opens up numerous avenues for
additional growth in Mexico and Latin America."

The joint venture, which manufactures a wide range of light-
density, fiber glass products as well as molded pipe, board and
composite reinforcements, has manufacturing operations in Mexico
City and three OEM fabrication facilities located in Mexicali,
Monterrey and San Luis Potosi, Mexico.

"The addition of this business to the Owens Corning network means
we will be able to grow our presence in a number of important
reinforcement and insulation markets," said George Kiemle,
president of Owens Corning's Insulating Systems Business. "And the
fact that this capacity is already up and running means that we
will be able to meet the needs of our Owens Corning customers, and
our new customers, immediately."

The transaction is subject to Mexican regulatory approval as well
as approval by the United States Bankruptcy Court for the District
of Delaware. Owens Corning's financial advisor for this
transaction was Lazard Freres & Co. LLC. Terms of the agreement
were not disclosed.

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


OWENS CORNING: Vitro Agrees to Sell 60% Stake in JV to Owens
------------------------------------------------------------
Vitro, S.A. de C.V. (NYSE: VTO and BMV: VITROA) reached a
preliminary agreement to sell its 60 percent interest in Vitro
Fibras, S.A. to Owens Corning for approximately US$71.5 million in
cash.

Owens Corning currently owns 40 percent of this Mexican based
joint venture, which was formed in 1957.

Vitro has also agreed to pay Vitro Fibras approximately US$22
million to pay its bank debt at the closing of negotiations.

"This is a strategic move for our company and part of our plan to
focus on our core businesses of Flat Glass, Containers and
Glassware" said Federico Sada, Vitro's CEO. "Vitro will continue
to focus its resources and energy to maintain and develop its
glass-oriented businesses throughout the world. Vitro will use the
resources obtained from this transaction, to strengthen its
financial position and operations."

Vitro Fibras, S.A. manufactures a wide range of light-density,
fiber glass products as well as molded pipe, board and composite
reinforcements with operations in Mexico City and 3 fabrication
facilities located in Mexicali, Monterrey, and San Luis Potosi. In
2003 Vitro Fibras, S.A. had estimated sales of US$64 million.

The transaction is subject to customary closing conditions,
including Mexican regulatory approval, and to the approval by the
United States Bankruptcy Court for the District of Delaware
administering the chapter 11 case of Owens Corning.

Vitro, S.A. de C.V. (NYSE: VTO; BMV: VITROA), through its
subsidiary companies, is one of the world's leading glass
producers. Vitro is a major participant in three principal
businesses: flat glass, glass containers and glassware. Its
subsidiaries serve multiple product markets, including
construction and automotive glass; fiberglass; food and beverage,
wine, liquor, cosmetics and pharmaceutical glass containers;
glassware for commercial, industrial and retail uses; plastic and
aluminum containers. Vitro also produces raw materials and
equipment and capital goods for industrial use. Founded in 1909 in
Monterrey, Mexico-based Vitro has joint ventures with major world-
class partners and industry leaders that provide its subsidiaries
with access to international markets, distribution channels and
state-of-the- art technology. Vitro's subsidiaries have facilities
and distribution centers in eight countries, located in North,
Central and South America, and Europe, and export to more than 70
countries worldwide. For further information, please visit its Web
site at http://www.vitro.com/


OWENS CORNING: Court Disallows California's $40-Million Claim
-------------------------------------------------------------
The Owens Corning Debtors ask the Court, pursuant to Rule 3007 of
the Federal Rules of Bankruptcy Procedure, to disallow and expunge
Claim No. 8076 filed by California Department of Toxic Substances
Control for $40,692,170.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that the Claimant seeks to recover
the environmental cleanup costs at two landfills in California
that may have been used for waste disposal by one of the Debtors,
Fibreboard Corporation.  The two landfills are the GBF Landfill
Site, located in Antioch, California, and the Operating
Industries, Inc. landfill, located in Los Angeles, California.  

With respect to the GBF Site, the California Control Department
seeks to recover 100% of the total future costs of environmental
remediation, which it estimates at $40,476,170, consisting of an
estimated $39,932,170 in future cleanup costs and an estimated
$544,000 in future oversight costs, as well as 100% of its
"unpaid charges" of $294,460 through January 1, 2002.  

The Department estimates that the total cleanup cost with respect
to the second landfill, the OII Landfill, is over $300,000,000.  
It seeks to recover Fibreboard's "allocated share estimated at
0.072%" of that amount but reserves the right to "amend this
claim to seek the entirety of such costs if other [responsible
parties] cannot be identified, are found not liable, [or] are
financially unable."  The Department submitted no documentation
in support of its claim in excess of $40,000,000.  

The Debtors do not dispute that Fibreboard's historic disposal of
waste materials consisting of jurisdictional "hazardous
substances," if proven, would potentially render the Debtors
jointly and severally liable with other waste generators under
federal and state environmental statutes, principally the federal
Comprehensive Environmental Response, Compensation and Liability
Act and its California analogue, the Carpenter-Presley-Turner
Hazardous Substances Account Act, California Health & Safety Code
Section 25300 et seq., for the reimbursement of the Department's
costs in cleaning up the GBF Site and the OII Landfill.  However,
Ms. Stickles contends that the Department does not have a valid
claim for reimbursement against the Debtors for the simple reason
that the Department will not incur the cost of environmental
remediation at either of these landfills.  There are binding
legal mechanisms in place with respect to both landfills,
including financial assurances, that guarantee that third parties
will perform those cleanups and reimburse the Department's past
and future oversight costs.  The Debtors participated in the
creation or funding of these mechanisms.  Accordingly, recovery
by the Department on the Disputed Claim would be a pure windfall.

                           The GBF Site

The GBF Site is an 88-acre landfill comprised of the former GBF
and Pittsburg Landfills.  The Pittsburg Landfill was operated as
a municipal dumpsite beginning in 1946.  The GBF Site operated as
a municipal landfill beginning in 1960.  Silvio Garaventa, Sr.,
and related individuals and entities previously owned the entire
site.  The two sites were consolidated into a single landfill in
1987, and continued to accept waste until 1992.

In 1987, the predecessor to the Department issued a Remedial
Action Order requiring that 18 named parties undertake certain
remedial actions with respect to the GBF Site.  In 1988, the
Department issued an amended Remedial Action Order naming
additional responsible parties and in 1993 issued a Second Order
that superceded the original.  In 1997, the Department issued a
Remedial Action Plan that specified the required environmental
investigation and remediation actions for the GBF Site.  A number
of the named parties, including Fibreboard, formed a group to
respond to the Department's orders and to implement the
investigation and remedial actions required by the Plan.

In 1996, this Respondents Group filed a contribution action under
the Act against the Garaventa Entities and certain recalcitrant
third parties to recover past and future costs of remedial action
at the GBF Site.  A confidential settlement of that action in
late 2000 resulted in a comprehensive plan that ensures:

   (1) that a professional remediation specialist will perform
       the required environmental remediation of the GBF Site;

   (2) a legally binding obligation enforceable by the
       Department;

   (3) adequate funding;

   (4) a supplemental insurance that satisfies the financial
       assurance requirements of state law; and

   (5) that the Department will not bear any of the costs of
       environmental cleanup at the GBF Site.  

Pursuant to the settlement, TRC Companies, Inc., a company
specializing in environmental management and infrastructure
improvement, agreed to take title to the GBF Site and to
undertake its remediation.  Under that agreement, TRC agreed to
assume all environmental liability that any of the parties may
have had with respect to the GBF Site and further agreed to
purchase an insurance policy to guarantee financing of the GBF
Site's cleanup.  

On January 31, 2001, TRC, through its related entity, GBF
Holdings, LLC, acquired title to the facility.  In January 2001,
TRC submitted documentation of the close of escrow for the
GBF/Pittsburgh Landfill, as well as a certificate of insurance
for closure and post-closure maintenance, to the California
Integrated Waste Management Board.  By letter dated February 2,
2001, the Board notified TRC that its submittal met the financial
assurance requirements of California law based on the most
current, approved final closure/post-closure cost estimates for
the site.  The Board also released the financial assurance
mechanisms established by the previous site owner at this time.  

On July 13, 2001, the Department entered into a Consent Order
with GBF Holdings, LLC regarding the GBF Site.  The Consent Order
reflects the Department's recognition of GBF Holdings, LLC as the
responsible party for the site, liable for site cleanup, as well
as the agreement of GBF Holdings, LLC to undertake those response
actions.

These actions and agreements demonstrate that the Department will
not bear the cost of environmental cleanup at the GBF Site and
that its claim for $39,932,170 with respect to the costs must be
disallowed, Ms. Stickles asserts.

According to Ms. Stickles, equally without merit is the
Department's claim for $294,460 and $544,000 in past and future
oversight costs.  The Department already entered into a
settlement agreement with the Respondents Group resolving its
oversight costs.  Under that agreement, the Respondents Group
agreed to pay the Department $490,000 in satisfaction of its
oversight costs through January 30, 2001.  The Department's
oversight costs since January 2001 was and will be paid by GBF
Holdings, LLC as part of its assumption of cleanup liabilities
with respect to the site.  Accordingly, the Department's claim
with respect to the GBF Site should be disallowed in its
entirety.

                           OII Landfill

The OII Landfill consists of a 190-acre site that was used for
the disposal of waste by hundreds of parties from 1948 until
1984.  Since 1984, the OII Landfill was the subject of numerous
response actions, investigations, partial consent decrees and
other administrative actions by the United States Environmental
Protection Agency.  In 1995, the EPA issued a Record of Decision
selecting the final remedy for the site.  

On December 2001, the EPA executed an agreement with 161
responsible parties and the State of California with respect to
the OII Landfill.  The agreement, which has a combined value of
$340,000,000, provides for the implementation of the final
cleanup remedy selected in the Decision and the payment of
associated costs at the site, including costs incurred by the
Department.  

The proposed agreement was lodged for public comment on
January 23, 2002 and was approved by the United States District
Court for the Central District of California, Western Division,
where an action were filed by the United States and the State of
California, on May 28, 2002.  

Ms. Stickles relates that the Debtors contributed to the cost of
the OII Landfill settlement through a comprehensive agreement
with the United States on behalf of the Agency.  Pursuant to that
agreement, the Agency was allowed a general unsecured claim
against Fibreboard with respect to its use of the OII Landfill
amounting to $209,426.  That figure was derived from the cash-out
settlement offered by the parties who agreed to perform the work
to those parties, like Fibreboard, whose volumetric percentage of
the total waste at the site is de minimis.  The Debtors'
comprehensive settlement with the United States, including the
settlement with respect to the OII Landfill, was approved by
Court order dated July 23, 2003.

Because the Department will not perform or bear the cost of the
environmental cleanup of the OII Landfill and because responsible
parties agreed to reimburse its past and future oversight costs,
the Department's claim against Fibreboard regarding the OII
Landfill should be disallowed in its entirety, Ms. Stickles
asserts.

                          *     *     *

Judge Fitzgerald sustains the Debtors' objection and directs the
Claims Agent to remove Claim No. 8076 from the Claims Registry.
(Owens Corning Bankruptcy News, Issue No. 66; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PACIFIC GAS: Updates Rate Reduction Proposal to Show $875MM Drop
----------------------------------------------------------------
In a filing with the California Public Utilities Commission
(CPUC), Pacific Gas and Electric Company updated its rate
reduction proposal to show that the utility's bundled electric
customers would receive a rate decrease this year of approximately
$875 million.

The $875 million rate decrease is about $60 million more than the
utility estimated when a rate design agreement was reached earlier
this month.

As part of the implementation of the approved settlement agreement
plan to resolve the Chapter 11 case, the utility, on January 15,
entered into a rate design agreement with representatives of 13
major customer groups to allocate the rate reductions.

If the CPUC approves this rate reduction proposal, and other
pending revenue requirement changes for the company, the utility's
average bundled electric rate would decline from 13.9 cents per
kWh to 12.67 cents per kWh, an 8.8 percent reduction.

The additional reductions are primarily due to additional headroom
(the difference between generation-related costs and generation-
related revenues) and other minor changes in revenue requirement
components.

The $875 million electric rate reduction to bundled customers in
2004 is an estimate, and actual rates will depend on the outcome
of various CPUC proceedings, including the approval of the 2003
General Rate Case settlement, as well as other factors, such as
weather, sales, Department of Water Resource power costs, and
other wholesale power costs.

If the Commission approves the rate design agreement at its
February 26th meeting, customers would begin seeing the lower
rates on their March bills. Customers could see additional
electric rate reductions if federal regulators approve refunds
from power generators and suppliers, and if PG&E can refinance a
portion of its costs after emerging from Chapter 11 under the
settlement plan.


PARMALAT: Bank of America Discloses $274-Mill. Parmalat Exposure
----------------------------------------------------------------
James H. Hance, Jr., Vice Chairman and Chief Financial Officer
for Bank of America Corp., told investors in a conference call
that at Dec. 31, 2003, BofA's exposure to Parmalat involved both
loan and derivative exposure totaling $274 million, comprised of:

    * $244 million of direct loans and letters of credit, of
      which $105 million of loans are supported by credit
      insurance and carried as nonperforming;

    * $121 million of loans not cash-collateralized or credit
      insured and carried as nonperforming with specific reserves
      of $60 million;  

    * $18 million of undrawn letters of credit secured by cash.

In addition, BofA has remaining derivative exposure of $30
million (down from $92 million earlier in 2003) related to
Parmalat.

"[T]his bankruptcy will probably take a long time to be
resolved," Mr. Hance says, "but we believe we are sufficiently
positioned to deal with any material credit impact further down
the road." (Parmalat Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PEGASUS SATELLITE: Proposes Tender Offer for $100-Mill. of Notes
----------------------------------------------------------------
Pegasus Communications Corporation (NASDAQ: PGTV) announced that
its subsidiary, Pegasus Satellite Communications, Inc., has
offered to purchase for cash up to $100 million aggregate
principal amount of specified series of outstanding debt
securities maturing in 2005 through 2007.

Holders of Notes validly tendered prior to 5:00 p.m., Eastern
Standard Time, on Friday, February 6, 2004 (unless extended or
earlier terminated) will receive the total consideration for that
series, consisting of the applicable tender offer consideration
for that series and an early participation payment of $30.00 per
$1,000 principal amount of Notes, if the Notes are accepted for
purchase. Holders who validly tender their Notes after the early
participation payment deadline will not receive the early
participation payment. Notes tendered may not be withdrawn after
5:00 p.m., Eastern Standard Time, on Friday, February 6, 2004.

The Offer is scheduled to expire at midnight, Eastern Standard
Time, on Monday, February 23, 2004, unless extended or earlier
terminated. The Offer is subject to the satisfaction of certain
conditions, including the Company obtaining satisfactory financing
as well as other general conditions. The Offer is not subject to
the receipt of any minimum amount of tenders.

Accrued interest up to, but not including, the settlement date
will be paid in cash on all validly tendered and accepted Notes.

In the event that the Offer for any of the series described in the
table above are oversubscribed, tenders of Notes will be subject
to proration. The Company will accept tendered Notes of each
series according to the order of priority specified for that
series in the table above. Therefore, all tendered Notes of a
higher priority will be accepted before any tendered Notes of a
lower priority are accepted. For a particular series of Notes that
has some, but not all, tendered Notes accepted, all tenders of
Notes of that series will be accepted on a pro rata basis
according to the principal amount tendered.

The complete terms and conditions of the Offer are set forth in an
Offer to Purchase that is being sent to holders of Notes. Holders
are urged to read the tender offer documents carefully. Copies of
the Offer to Purchase and Letter of Transmittal may be obtained
from the Information Agent for the Offer, Global Bondholder
Services Corporation, at (866) 588-8700 (US toll-free) and (212)
430-3774 (collect).

Banc of America Securities is the exclusive Dealer Manager for the
Offer. Questions regarding the Offer may be directed to Banc of
America Securities LLC, High Yield Special Products, at (888) 292-
0070 (US toll-free) and (704) 388-4813 (collect).

The Company provides digital satellite television to rural
households throughout the United States. The Company also owns
and/or operates television stations affiliated with CBS, FOX, UPN,
and The WB networks.

On October 22, 2003, the lenders under the Pegasus Media &
Communications, Inc. credit facility gave their consent to enter
into a fourth amendment and restatement of the credit agreement
between PM&C, a subsidiary of Pegasus Satellite Communications,
Inc. (S&P, B Corporate Credit Rating, Negative), the lenders, Bank
of America Securities LLC, as sole lead arranger, Deutsche Bank
Trust Company Americas, in its capacity as the resigning agent,
and Bank of America, N.A., as administrative agent for the
lenders.

The fourth amendment and restatement created a new $300 million
term loan tranche under the credit facility. The maturity date for
the loans made under the new tranche is July 31, 2006. Proceeds
from the loans made under the new tranche were used to prepay
amounts outstanding under PM&C's existing revolving credit and
term loan facilities that were scheduled to mature in 2004 and
2005 and for working capital and general corporate purposes. The
fourth amendment also terminated the revolving credit commitments.

At March 31, 2003, Pegasus Satellite's working capital deficit
tops $100 million.

Pegasus Communications is a leading independent provider of direct
broadcast satellite (DBS) television. The company has about 1.5
million DBS subscribers on the DIRECTV platform in more than 41 US
states; it primarily offers services in rural areas. Pegasus is
also introducing high-speed, broadband Internet access via the
satellite-based DIRECPC service in partnership with SBC
Communications. The company operates 11 broadcast TV stations
(affiliated with FOX, UPN, and WB) that reach about 3 million TV
households in small markets. Pegasus has sold its cable TV
operations in Puerto Rico to Centennial Communications. CEO
Marshall Pagon controls more than half of the voting shares of
Pegasus.


PG&E: USGen Asks Court to Deem Bear Swamp Contracts Rejected
------------------------------------------------------------
USGen New England, Inc. asks the Court to declare that its
executory contracts with Bear Swamp Generating Trust No. 1 LLC,
Bear Swamp Generating Trust No. 2 LLC, Bear Swamp I, LLC, Bear
Swamp II, LLC, and other parties have been rejected:

   (a) Facility Lease Agreement (T1), dated as of November 30,
       1998 between Bear Swamp Generating Trust No. 1 LLC, as
       Owner Lessor and USGen as Facility Lessee;

   (b) Facility Lease Agreement (T2), dated as of November 30,
       1998 between Bear Swamp Generating Trust No. 2 LLC, as
       Owner Lessor and USGen as Facility Lessee;

   (c) Facility Site Sublease Agreement (T1), dated as of
       November 30, between Bear Swamp Generating Trust No. 1
       LLC, as Ground Sub-Lessor and USGen as Ground Sublessee;

   (d) Facility Site Sublease Agreement (T2), dated as of
       November 30, 1998 between Bear Swamp Generating Trust No.
       2 LLC, as Ground Sub-Lessor and USGen as Ground Sublessee;

   (e) Participation Agreement (T1), dated as of November 23,
       1998 among USGen, Bear Swamp Generating Trust No. 1 LLC,
       Wilmington Trust Company as Owner Trustee, Bear Swamp I
       LLC, the Lease Indenture Trustee, and HSBC Bank U.S.A., as
       the Pass Through Trustee;

   (f) Participation Agreement (T2), dated as of November 23,
       1998 among USGen, Bear Swamp Generating Trust No. 2 LLC,
       Wilmington Trust Company as Owner Trustee, Bear Swamp II
       LLC, the Lease Indenture Trustee, and HSBC Bank U.S.A., as
       the Pass Through Trustee;

   (g) Tax Indemnity Agreement, dated as of November 30, 1998
       between USGen and Bear Swamp I LLC; and

   (h) Tax Indemnity Agreement, dated as of November 30, 1998
       between USGen and Bear Swamp II LLC.

According to John E. Lucian, Esq., at Blank Rome, LLP, in
Baltimore, Maryland, substantial controversies exist regarding:

   (a) the true nature of the Bear Swamp Agreements;

   (b) whether damages for the rejection of any of the Bear Swamp
       Agreements, to the extent damages exist, are limited by
       Section 502(b)(6) of the Bankruptcy Code; and

   (c) whether the Bear Swamp Entities' damages, if any, for
       rejection of the Tax Indemnity Agreements should be
       limited by Section 502(b)(6).

While USGen believes that each Bear Swamp Agreement is an
executory contract and subject to rejection under Section 365(a),
the Bear Swamp Entities have alleged that at least some of the
Bear Swamp Agreements are disguised security agreements not
subject to rejection.

In the context of its restructuring, USGen rejected the Bear
Swamp leases.  The aggregate annual rent under the leases range
from $45,000,000 to $60,000,000 through the year 2019 with
payments reducing thereafter to the end of the leases in 2047.  
By comparison, USGen has only been able to generate an annual
gross margin of between $12,000,000 and $13,000,000 through the
operation of the Bear Swamp Project, thereby, incurring
substantial business losses within the Bear Swamp Project
amounting to an estimated $33,000,000 annually.

Pursuant to a consent order, the parties settled the lease
rejection, in part, and agreed to reserve certain issues for
adjudication by the Court.  USGen believes that the Leases were,
accordingly, rejected upon the entry of the Consent Order.

USGen also asks the Court to apply Section 502(b)(6) to cap the
damages that may be asserted by the Bear Swamp Entities,
Wilmington Trust Company, and HSBC Bank USA, as Lease Indenture
Trustee and Pass Through Trustee.

Mr. Lucian explains that the resolution of the Reserved Issues is
a critical component of USGen's reorganization proceeding.  The
Defendants' claims may range from in excess of $500,000,000 to
under $125,000,000 depending on whether the Court finds that the
Bear Swamp Agreements are executory contracts subject to
rejection and that the lease rejection damages claims are capped.  
This swing in claim amounts may have a significant impact on the
recoveries available to all creditors under any reorganization
plan to be proposed by USGen. (PG&E National Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PILLOWTEX: Court Approves Account Receivable Settlement Protocol
----------------------------------------------------------------
The Pillowtex Corporation and debtor-affiliates obtained the U.S.
Bankruptcy Court's authority, allowing them and 9ci Inc., on the
Debtors' behalf, to negotiate settlements of the Accounts
Receivable, subject to these Settlement Procedures:

   (a) For purposes of Settlement Procedures, the "Account
       Receivable Balance" will mean, as to any customer:

          (i) the sum of the customer's outstanding invoices,
              deductions and debit memos as shown on the
              Company's books and records, less

         (ii) the sum of the offsetting credits, sales
              incentives, and similar amounts that the Debtors
              determine, in good faith and in their sound
              business judgment, are owed to the customer as of
              the date on which the relevant settlement is
              reached;

   (b) The Debtors and 9ci will be entitled to negotiate
       settlements with respect to the collection of Write-Offs,
       and the Debtors will be entitled to approve and enter into
       settlements, without further notice or approval of the
       Bankruptcy Court;

   (c) The Debtors and 9ci will be entitled to negotiate
       settlements in respect of any Accounts Receivable
       involving forgiveness of up to the greater of the
       Forgiveness Threshold, which is:

          -- $15,000 or
          -- 15% of the relevant Account Receivable Balance.

       The Debtors will be entitled to approve and enter into
       settlements, in each case without further notice or
       approval of the Bankruptcy Court;

   (d) The Debtors and 9ci will be entitled to negotiate
       settlements in respect of any Accounts Receivable
       involving forgiveness of amounts in excess of the
       Forgiveness Threshold -- Material Settlements.  The
       Debtors will be entitled to approve and enter into
       Material Settlements, subject to the Notice Procedures;
       and

   (e) The Debtors will be entitled to execute and deliver
       releases as they, in their business judgment, consider
       necessary and appropriate in connection with the
       settlement of any Accounts Receivable.

If the Debtors propose to enter into a Material Settlement, these
Notice Procedures will apply:

   (a) The Debtors will serve a Notice of Proposed Settlement,
       on the Notice Parties:

         (i) the U.S. Trustee,

        (ii) Hahn & Hessen LLP, the Committee's counsel, and

       (iii) BDO Seidman, the Committee's auditors and
             accountants.

       In order to ensure that pending and future negotiations in
       respect of accounts receivable are not unnecessarily
       jeopardized, notices of proposed material settlements will
       not be filed with the Court or otherwise be made available
       to any party other than the Notice Parties.

   (b) The Notice Parties will have 10 days from the service of
       a Notice of Proposed Settlement to object to any Material
       Settlement, by providing written notice describing in
       detail the nature and basis of an objection to:

          (i) the Debtors,

         (ii) Debevoise & Plimpton, the Debtors' counsel, and

        (iii) the Notice Parties.

       In order to ensure that pending and future negotiations in
       respect of accounts receivable are not unnecessarily
       jeopardized, the notice parties will be required to
       maintain the confidentiality of the terms of, and the
       existence of, any proposed Material Settlement.  The
       Notice Parties will not file any objection with the Court,
       disclose the existence of any settlement or otherwise make
       the terms of any settlement available to any person other
       than the Debtors or another notice party.

   (c) If no Objections are properly asserted prior to expiration
       of the Notice Period, the Debtors will be authorized,
       without further notice and without further Court approval,
       to consummate the Material Settlement.  Upon the
       expiration of the Notice Period without the assertion of
       any Objections, the Material Settlement will be deemed
       final and fully authorized by the Court.

   (d) If an Objection to a proposed Material Settlement is
       received by the Debtors, the Debtors and the objecting
       party will attempt to resolve the Objection on a
       consensual basis.  In the event the parties are unable to
       formulate a mutually acceptable resolution to any
       Objection, the Debtors may not proceed with the relevant
       Material Settlement without:

          (i) withdrawal of the Objection; or

         (ii) entry of an Court order specifically approving the
              Material Settlement.

       If an Objection is not resolved on a consensual basis, the
       Debtors or the objecting party may file a motion seeking
       an order resolving the Objection at a hearing to be held
       the next available omnibus hearing date in the Debtors'
       cases by giving at least 10 days' written notice of the
       hearing to each of the Notice Parties and all parties
       entitled to receive notices pursuant to Bankruptcy Rule
       2002(i).

                         Backgrounder

In the ordinary course of their business, the Pillowtex
Corporation Debtors sold goods to customers on credit, which sales
generated accounts receivable from such customers.  The Debtors
maintain books and records documenting the Accounts Receivable,
including aging information.  

The Debtors also maintain records with respect to customer
credits, incentives, and other customer arrangements that
represent offsetting obligations owing to such customers.  In
certain cases, as is typical of customer relationships in the
industry, a portion of the Accounts Receivable have been disputed
by the customer, evidenced by the customer's unilateral deduction
of that amount from amounts paid to the debtor for invoices and
other amounts owed to the debtor.

Prior to the Petition Date, the Debtors determined from time to
time that certain of their claims in respect of Accounts
Receivable were uncollectible, either in whole or in part, or
were otherwise appropriately written off the Debtors' books for
accounting purposes.  As of December 16, 2003, the Debtors' books
reveal outstanding balances owed by many customers.  In many
cases, the Accounts Receivable are 90 or more days past due.

In the Debtors' experience, Gilbert R. Saydah, Jr., Esq., at
Morris Nichols Arsht & Tunnel, in Wilmington, Delaware, relates,
the likelihood of recovery of the full amount owed in respect of
problem accounts, especially smaller accounts, is low.
Furthermore, the efforts that would be necessary to successfully
collect the full amount of all Accounts Receivable, including
litigation expenses, is often cost-prohibitive.

Currently, some customers have raised defenses to their
obligation to pay for the goods the Debtors provided.  The
Debtors anticipate that additional customers will raise defenses
to payment of the Accounts Receivable.  The Debtors anticipate
many more disputes than they would normally encounter in the
course of their dealings as a result of their liquidation.

Pursuant to a November 7, 2003 Order, the Court authorized the
Debtors to enter into an Accounts Receivable Liquidation
Agreement with 9ci, Inc., for provision of collection services by
9ci in respect of the Accounts Receivable.  The Debtors
determined that in order to secure prompt payment of Accounts
Receivable, they will need to reach settlements with various
customers, with the assistance of 9ci and other representatives.  
Under Rule 9019(a) of the Federal Rules of Bankruptcy Procedure,
the Debtors would be required to provide notice and a hearing of
each settlement if each Account Receivable were treated as a
separate controversy.  Because many customers can be expected to
raise defenses to payment, seeking individual Court approval
under Bankruptcy Rule 9019(a) would be inefficient and burdensome
to the Debtors.

Where many potential controversies fall within a single class of
disputes, Mr. Saydah notes, Bankruptcy Rule 9019(b) allows the
Court to authorize settlement of controversies within the class
without further hearing or notice. (Pillowtex Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


POTLATCH CORP: Declares Quarterly Dividend Payable on March 1
-------------------------------------------------------------
Directors of Potlatch Corporation (NYSE:PCH) have declared the
regular quarterly dividend on the company's common stock. The
dividend of $0.15 per share is payable March 1, 2004, to
stockholders of record February 9, 2004.

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


RADIO UNICA: Gets Final Nod to Utilize GECC's Cash Collateral
-------------------------------------------------------------
Radio Unica Communications Corp., and its debtor-affiliates and
its debtor-affiliates sought and obtained final approval from the
U.S. Bankruptcy Court for the Southern District of New York to use
General Electric Capital Corporation's cash collateral to finance
the Debtors' ongoing operations while in chapter 11.

The Debtors admit that as of the Petition Date:

     i) General Electric is owed $20,000,000 (plus accrued and
        unpaid interest);

    ii) the Debtors were liable to General Electric for fees,
        expenses and other monetary obligations incurred in
        connection with such loans, and

   iii) each Debtor is party to a guaranty executed and delivered
        in respect of the Prepetition Obligations was
        contingently liable to General Electric in the principal
        amount of $20,000,000.

The Debtors further disclose that valid liens and security
interests in all of the Debtors' right, title and interest in, to
and under all real and personal property secure the Prepetition
Obligations.  

The Debtors' businesses and operations permit them to make payroll
and other operating expenses, maintain business relationships with
their vendors and retain customer and vendor confidence by
demonstrating an ability to maintain normal operations. The use of
the Cash Collateral is therefore of the utmost significance and
importance to the preservation and maintenance of the liquidation
value of the Debtors and their estates, and will enhance the
prospects for a successful liquidation or reorganization of the
Debtors under Chapter 11 of the Bankruptcy Code.

The Debtors submit that them and General Electric as Agent and
Lender, have negotiated at arms' length and in good faith
regarding the Debtors' use of Cash Collateral to fund the
administration of the Debtors' estates and continued operation of
their businesses. The Parties have agreed to permit the Debtors to
use their Cash Collateral in accordance with the Budget:

                      Q1     Q2      Q3      Q4
                      --     --      --      --
  Working Capital     500   1,350    475      175
  Net Cash          2,136     700     75      (25)
  Beginning Cash    7,664   9,800  10,500  10,575
  Ending Cash       9,800  10,500  10,575  10,550

The Court adds that the Debtors shall only use the Cash Collateral
for working capital and general corporate purposes and costs and
expenses of the Chapter 11 cases.

Headquartered in Miami, Florida, Radio Unica Communications Corp.,
the only national Spanish-language AM radio network in the U.S.,
broadcasting 24-hours a day, 7-days a week, filed for chapter 11
protection on October 31, 2003 (Bankr. S.D. N.Y. Case No. 03-
16837).  Bennett Scott Silverberg, Esq., and J. Gregory Milmoe,
Esq., at Skadden Arps Slate Meagher & Flom, LLP, represent the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $152,731,759 in total
assets and $183,254,159 in total debts.


RAILAMERICA INC: S&P Affirms BB- Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B+/B'
rating to RailAmerica Inc.'s (RRA.N: Quote, Profile, Research) and
unit RailAmerica Transportation Corp.'s (co-registrants) $400
million Rule 415 shelf registration, under which the companies may
issue debt securities.

The 'B+' preliminary rating reflects the rating that would likely
be assigned to senior unsecured debt obligations, based on the
company's current capital structure, which contains a significant
amount of secured debt. The 'B' rating reflects the rating that
would be assigned to subordinated debt. The companies may also
issue senior secured debt and RailAmerica Inc., may also issue
preferred stock under the shelf. At the same time, Standard &
Poor's affirmed its 'BB-' corporate credit rating on RailAmerica
Inc. and its 'BB' senior secured bank loan rating and 'B'
subordinated debt rating on RailAmerica Transportation Corp.
RailAmerica Transportation Corp.'s debt is guaranteed by
RailAmerica Inc. The outlook is stable.

The Boca Raton, Fla.-based owner and operator of short line and
regional freight railroads has about $545 million of lease-
adjusted debt outstanding.

"Ratings reflect RailAmerica's aggressive debt leverage and the
potential for debt-financed acquisitions, partly offset by its
position as the largest owner and operator of short-line (regional
and local) freight railroads in North America and the favorable
risk characteristics of the U.S. freight railroad industry," said
Standard & Poor's credit analyst Lisa Jenkins. RailAmerica
operates a diverse network of rail operations in North America,
consisting of 47 rail properties and 8,700 miles of track as of
Sept. 30, 2003. The company also currently owns rail properties in
Australia and Chile. In October 2003, RailAmerica announced its
intention to exit from international markets and to focus on the
North American market; in January 2004, the company entered into
an agreement to sell its Chilean operation.

Australian and Chilean rail operations are currently included in
discontinued operations in the company's financial statements.
North American operations accounted for about three-fourths of the
$428 million in revenues generated in 2002.

RailAmerica is the largest customer of the large Class 1 railroads
in North America. About 82% of its rail traffic interchanges with
Class 1 railroads. Typically, a RailAmerica line is the only rail
carrier directly serving its customers, usually under contracts
specifying the rate per carload (indexed for inflation) and/or the
number of carloads to be hauled in a given period. Competition,
which varies significantly, is primarily with trucks and, to a
lesser extent, barges. RailAmerica benefits from the operating
flexibility of its mostly nonunion workforce. Diverse commodities
are hauled, with modest concentrations in coal, forest products,
agricultural products, and chemicals. Despite the substantial
dispersion of rail properties, management has achieved respectable
efficiencies. The North American operating ratio (operating
expenses, including depreciation, as a percentage of revenues) is
currently about 77%, better than the ratios for most large North
American railroads.

Upside rating potential is limited by the company's aggressive
acquisition strategy. Downside risk is limited by the company's
good track record of integrating acquisitions and achieving
operational efficiencies and management's commitment to improving
the financial profile of the company.


REDBACK NETWORKS: U.S. Trustee Says Plan Violates Bankruptcy Code
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for region 3
objects to confirmation of Redback Networks, Inc.'s Prepackaged
Chapter 11 Plan because it does not satisfy the requirements of
the Bankruptcy Code Sections 1129 and 524.

Specifically, the Plan does not satisfy the bankruptcy Code
because:

  A. Article XIV(F)(2) of the Plan proposes that holders of
     Claims and Interests release the Debtor, the Reorganized
     Debtor, their present and former (retained or continued to
     be retained after May 1, 2003) directors, officer,
     employees, agents, financial advisors, attorneys and
     professionals, the Unofficial Noteholders' Committee, its
     members, advisors, and attorneys form all claims related to           
     the Debtor, Reorganized Redback, the Chapter 11 Case, or
     this Plan. The Plan fails to meet the discharge limitations
     of Section 524(e) and the standards imposed by Master
     Mortgage Inv. Fund, Inc., 168 Bankr. 930 (W.D. Mo. 1994),
     In re Continental Airlines, 203 F.3d 203 (3d Cir. 2000), In
     re PWS Holding Corporation, 228 F.3d 224 (3d Cir. 2000); and

  B. Article X(B) describes the Conditions Precedent to the
     Effective Date. It is unclear when the Effective Date will      
     occur because it requires that "all other actions,
     documents, and agreements deemed by Debtor to be necessary
     or advisable to implement the Plan shall have been effected
     or executed," and it is entirely open-ended as to what the
     Debtor might "deem" necessary.

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


RELIANCE: Wants Clearance for Settlement with PNC Leasing et al.
----------------------------------------------------------------
Reliance Insurance Company proposes to enter into a settlement
with:

  -- Hartford Fire Insurance Company;
  -- Hartford Specialty Company;
  -- Hartford Financial Services Group;
  -- PNC Vehicle Leasing;
  -- PNC Leasing;
  -- PNC Financial Services Group;
  -- Magellan Insurance Company; and
  -- Swiss Reinsurance America Corporation.

PNC purchased two policies of vehicle residual value insurance,
Nos. NZB 100-4007 and NZB 100-4012 from RIC.  Hartford purchased
assets and acquired from RIC future renewal rights on RIC
policies for vehicle residual value insurance.  Hartford agreed
to reinsure RIC's retained net liability on the PNC Policies.

Swiss Reinsurance and RIC entered into a reinsurance contract
pursuant to which Swiss Reinsurance agreed to reinsure a portion
of RIC's liability under the PNC Policies on a quota share basis.

Pursuant to a "Tri-Arc Residual Value Quota Share Reinsurance
Treaty," Magellan agreed to reinsure a portion of RIC's liability
under the PNC Policies.

PNC has made claims directly against Hartford for payments it
alleges are due for losses arising after November 3, 2001, and
that are not included in the settled claims.  This includes
claims PNC has asserted in a civil action captioned "PNC Vehicle
Leasing LLC and PNC Leasing LLC v. The Hartford Financial
Services Group, Inc., and Hartford Specialty Company," before the
Court of Common Pleas of Allegheny County, Pennsylvania.  The
Claims are separate from all settled claims, as they are based on
allegations Hartford made or actions Hartford took before RIC was
placed in rehabilitation.  The claims resulted in Hartford having
direct liability to PNC for alleged losses on vehicles enrolled
under the PNC Policies that came off lease after November 3,
2001.

Hartford argues that its liability is reinsured by Magellan or
Swiss Reinsurance, but on which RIC has no liability to PNC, due
to the Liquidation Order, which terminated RIC's liability.  PNC,
Hartford, Swiss Reinsurance and Magellan do not dispute the
termination of RIC's liability.

Magellan contends it owes nothing to either RIC or Hartford.  PNC
contends that it has incurred losses arising out of its vehicle
leasing business that are compensable under the PNC Policies.

The parties want to resolve all RIC liability to the PNC Policies
and all reinsurance liability of Hartford, Swiss Reinsurance and
Magellan.  PNC, Hartford, Magellan and Swiss Reinsurance intend
to settle the disputes relating to alleged losses on vehicles
enrolled in the PNC Policies that came off lease after
November 3, 2001, including the Allegheny County Action, by way
of a separate agreement, without RIC as a party.  The Settlement
memorialized before the Allegheny County depends on the
Settlement becoming effective.

                          The Settlement

RIC and PNC have agreed on a total adjusted pre-November 3, 2001
loss on the PNC Policies of $21,990,000, before applying the
relevant deductible.  PNC and RIC agree -- and Hartford, Swiss
Reinsurance and Magellan do not contest -- that the portion of
the deductible under the program applicable to this loss is
$13,450,000, leaving an $8,540,000 net allowed claim.  PNC
acknowledges that before November 3, 2001, it was paid by RIC
$5,782,000 for losses PNC claimed relating to the PNC Policies.

PNC will file a proof of claim in RIC's proceedings for
$21,990,000, subject to the $13,450,000 deductible, which will be
reduced by the $5,782,000 payments already made to PNC, yielding
a $2,758,000 allowed claim against the RIC Estate.

RIC and Hartford's reinsurance obligation to RIC is $2,870,000.

Magellan's responsibility to PNC is $2,135,000.  RIC had drawn
down $1,380,000 on a letter of credit, leaving $755,000 in
remaining obligation to RIC.

Swiss Reinsurance's obligation to PNC is $2,135,000.  Swiss
Reinsurance paid $204,000 toward the reinsurance obligation,
leaving $1,931,000 in remaining obligation to RIC.

Upon consummation of the Settlement, all Parties agree to release
each other from any and all liability. (Reliance Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RLC INDUSTRIES: S&P Assigns BB- Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to RLC Industries Co. (Roseburg), a forest products
company headquartered in Dillard, Ore. The outlook is stable.

"At the same time, Standard & Poor's assigned its 'BB+' bank loan
rating and its recovery rating of '1' to Roseburg's $600 million
senior secured bank credit facility, based upon preliminary terms
and conditions," said Standard & Poor's credit analyst Pamela
Rice. The 'BB+' rating is two notches higher than the corporate
credit rating; this and the '1' recovery rating indicate that the
secured bank lenders can expect full recovery of principal in the
event of a default.

Proceeds of about $475 million from the new bank facility will be
used to repay about $170 million outstanding under Roseburg's
existing credit facility, about $280 million of private placement
notes, plus fees and expenses. Pro forma for the refinancing, debt
outstanding at Dec. 31, 2003 would have been $567 million.

The ratings reflect Roseburg's participation in the cyclical and
oversupplied wood products industry, potentially softer housing
markets over the intermediate term, significantly larger
competitors, modest geographic diversity, and aggressive debt
leverage. These characteristics are partially offset by the
company's valuable timberland holdings, good level of vertical
integration, multiple distribution channels, and modern, large-
scale facilities.

Roseburg, a privately held company, manufactures plywood,
particleboard, lumber, engineered wood products and pulp chips at
several locations in Oregon and Montana. The company owns 738,000
acres of timberland in Oregon and California, which supply about
50% of its internal log requirements. The timberlands primarily
are composed of Douglas fir, a premium species that commands
higher log prices. The company has identified certain timberlands
that it considers to be non-strategic. However, Standard & Poor's
believes the potential sale of these timberlands would not
materially affect fiber integration.


SOLUTIA: Retirees Want an Official Committee Appointed
------------------------------------------------------
Certain individuals receiving retiree benefits from the Solutia
Debtors determine the Court's need to appoint an Official
Committee of Retirees.

Nicholas A. Franke, Esq., at Spencer Fane Britt Browne LLP, in
St. Louis, Missouri, tells the Court that an estimated 9,800
retirees, and 9,700 of their spouses and dependents, receive
health, life and disability benefits pursuant to plans maintained
by the Debtors before the Petition Date.  The health, life and
disability benefits constitute "retiree benefits" for purposes of
Section 1114 of the Bankruptcy Code.  None of the Retirees
receive the benefits pursuant to a collective bargaining
agreement.

Mr. Franke further relates that none of the Retirees has had a
gross income of $250,000 or more during the 12 months preceding
the Petition Date, or will demonstrate to the Bankruptcy Court
that they could not obtain comparable replacement coverage before
the Petition Date.

To recall, on the Petition Date, the Debtors sought the Court's
permission to reject a certain distribution agreement.  The
Distribution Agreement requires the Debtors to provide benefits
to retirees, including the subscribing Retirees, and their
spouses and dependents.

Mr. Franke contends that by seeking to reject the Distribution
Agreement, the Debtors also seek to modify their obligation to
pay retiree benefits or to stop paying benefits altogether.  
However, the record does not indicate that any notice of the
Rejection Motion and the Debtors' efforts to stop paying retiree
benefits has been given to the affected retirees.  Furthermore,
the Debtors have not satisfied the prerequisites of Section 1114
for modifying the benefits, including meeting with an authorized
representative of the Retirees, making a proposal to the
representative or providing the representative with information
necessary to evaluate the proposal.

The Debtors also filed a declaratory judgment action against
Pharmacia Corporation on the Petition Date seeking a judicial
determination that Pharmacia is liable for the retiree benefits.

Mr. Franke states that a committee consisting of the Retirees
should be appointed to represent the interests of the persons
receiving retiree benefits from the Debtors.

Several of the Retirees were involved as class representatives in
a previous litigation with the Debtors concerning retiree
benefits.  The Retirees' involvement in the prior litigation will
provide useful knowledge and experience to the Retiree Committee
in the Chapter 11 case.

Accordingly, the Retirees ask Judge Beatty to appoint a Retiree
Committee consisting of these retirees who have indicated their
willingness to serve:

          * Larry R. Baird;
          * Philip J. Hamer;
          * Kenneth M. Kettler;
          * Don L. Meade;
          * Donald L. Margenau;
          * Edward D. McCormick; and
          * Jack w. Treece
(Solutia Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SUMMITVILLE TILES: Wins Second Interim Cash Collateral Order
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
its stamp of approval to Summitville Tiles, Inc.'s application for
a second interim order authorizing continued use of its lender's
cash collateral.  

The Court determined that the continued use of Cash Collateral is
necessary to the ongoing viability of the Debtor's business.

The Debtor shall use the Cash Collateral to pay:

     a) the ordinary and necessary direct operating expenses and
        ordinary necessary capital expenses of Debtor arising on
        the ordinary course of its business; and

     b) payment directed to be made pursuant to orders of the
        Court.

The Debtor's use of Cash Collateral is pursuant to a Court-
approved weekly budget projecting:

                                 1/18      1/25      2/01
                                 ----      ----      ----
   Total Operation Cash Use    $159,141  $438,950  $253,973
   Cash Receipts                245,000   335,000   360,000
   Change in Cash                85,859  (103,950)  106,027
   Cumulative Cash Balance        3,644   100,306)    5,721   

PNC Bank, National Association, as lender, is granted, but only to
the extent of the Postpetition Collateral actually used by the
Debtor:

     i) replacement liens in all of the Debtor's postpetition
        property; and

    ii) to the extent that Cash Collateral use results in a
        decrease in the value, additional liens in other assets
        owned by the estate of the Debtor, junior to the liens
        existing on the Additional Collateral.  

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.


SUN HEALTHCARE: Reaches Agreement for Omega Lease Restructuring
---------------------------------------------------------------
Sun Healthcare Group, Inc. (OTC BB: SUHG) and Omega Healthcare
Investors, Inc. (NYSE: OHI) reached an agreement in principle
regarding the 51 properties owned by Omega that are leased to
various affiliates of Sun.

The agreement in principle has been memorialized in a non-binding
term sheet, pursuant to which, among other things, Sun will
continue to operate and occupy 23 long-term care facilities, five
behavioral properties and two hospital properties. One property in
the State of Washington, formerly operated by a Sun affiliate, has
already been closed and the lease relating to that property will
be terminated. With respect to the remaining 20 facilities, 15
have already been transitioned to new operators and 5 are in the
process of being transferred to new operators.

The non-binding term sheet executed by Sun and Omega anticipates
execution and delivery of a new Master Lease with the following
general terms:

     --  Term: Through December 31, 2013

     --  Base Rent: Commencing February 1, 2004, monthly base rent
         will be $1,560,190, subject to annual increases not to
         exceed 2.5% per year.

     --  Deferred Base Rent. $7,761,000, representing a portion of
         the Base Rent that has not and will not be paid by Sun
         under the current leases, will be deferred and shall bear
         interest at a floating rate with a floor of 6% per annum.
         That interest shall accrue but shall not be payable to
         Omega through January 3, 2008. Interest thereafter
         accruing shall be paid monthly. Omega is releasing all
         other claims for Base Rent which otherwise would be due
         under the current leases.

     --  Conversion of Deferred Base Rent. Omega will have the
         right at any time to convert the Deferred Base Rent into
         800,000 shares of Sun's common stock, subject to certain
         non-dilution provisions and the right of Sun to pay cash
         in an amount equal to the value of that stock in lieu of
         issuing stock to Omega. If the value of the common stock
         exceeds 140% of the Deferred Base Rent, Sun may require
         Omega to convert the Deferred Base Rent.
    
"Reaching this agreement with Omega is the culmination of a year-
long cooperative effort between Omega and Sun," said Richard K.
Matros, Chairman and Chief Executive Officer of Sun. "Omega has
been a true friend and partner as we worked our way through our
portfolio restructuring. Once definitive agreements outlined in
the Omega term sheet are complete, Sun will have completed nearly
all of the portfolio restructuring we commenced last year.
Although some work remains on that project, I am greatly pleased
with achieving this milestone with Omega."

C. Taylor Pickett, Chief Executive Officer of Omega, said, "We
continue to be impressed by the way that Sun's management team has
improved facility operations and has continued to deleverage Sun's
balance sheet. Through this cooperative restructuring, Omega has
further diversified its operator base, while strengthening our Sun
facility cash flow to rent coverages."

The parties anticipate that the definitive agreements will be
executed and delivered in the next few weeks.

Sun Healthcare Group, Inc., with Executive Offices located in
Irvine, California, owns SunBridge Healthcare Corporation and
other affiliated companies that operate long-term and postacute
care facilities in many states. In addition, the Sun Healthcare
Group family of companies provides high-quality therapy, home care
and other ancillary services for the healthcare industry.

For further information regarding Sun and the matters reported
herein, see the Sun's Report on Form 10-K for the year ended
December 31, 2002, a copy of which is available at Sun's Web site
at http://www.sunh.com/  

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry. At December 31, 2003,
the Company owned or held mortgages on 211 skilled nursing and
assisted living facilities with approximately 21,500 beds located
in 28 states and operated by 39 third-party healthcare operating
companies.


TELEGLOBE: Court Differentiates Lease Rejection from Termination
----------------------------------------------------------------
Lessor Doral Commerce Park LTD appealed an order entered by the
United States Bankruptcy Court for the District of Delaware, which
denies Doral the allowance and payment of an alleged
administrative claim against Teleglobe Communications Corporation
and certain of its affiliated entities (the Debtors), pursuant to
section 365 of the Bankruptcy Code.

Doral appeals from an order entered by Judge Walrath in Bankruptcy
Case No. 02-11518 to the United States District Court for the
District of Delaware, Case No. 03-331, the Honorable Sue L.
Robinson presiding.

Teleglobe filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code on May 28, 2002.  On August 19, 2002, the
bankruptcy court granted Debtors the authority to reject certain
executory contracts and unexpired leases pursuant to section 365
of the Bankruptcy Code.

The authorized rejection of unexpired leases includes among its
number a Lease, dated October 30, 2000, between Teleglobe USA, as
Lessee, and Doral, as Lessor.   Doral, subsequent to the
authorized rejection, filed a motion with the bankruptcy court
seeking, among other things, the allowance of an administrative
claim pursuant to section 365(d)(3) of the Bankruptcy Code, for
damages allegedly suffered as a result of TUSA's failure to remove
certain property from the leased premises in accordance with
provisions set forth in the Lease requiring the Lessee to
accomplish such removal upon termination of the Lease.   Doral
claims that the terms "rejection" and "termination" are
synonymous, and that, therefore, under section 365(d)(3), it holds
a postpetition allowable administrative claim.   

The bankruptcy court, ruling from the bench, on February 23, 2003,
denied Doral's administrative claim, saying that termination of
the lease has not occurred; that the obligation of debtors under
section 365(d)(3) is to pay those obligations that occur upon
lease termination until such time as the debtor rejects the lease.   
Such obligations did not arise, however, said the bankruptcy
court, since no termination occurred during the period prior to
the time TUSA rejected the lease, as it was authorized to do by
the bankruptcy court.

The bankruptcy court explained its ruling further, saying that
Congress did not intend the terms "termination" and "rejection" to
be synonymous. It is clear that in other provisions of the
Bankruptcy Code Congress did, in fact, purposely choose to use the
term "termination" rather than "rejection," said the bankruptcy
court.  And the court concluded, therefore, that since rejection
does not constitute termination, the obligations for which the
Lessee claims payment as an administrative claim did not arise
because termination of the Lease never occurred.

Chief Judge Robinson says in her Memorandum Opinion that the
District Court will affirm the bankruptcy court's decision and
rules against appellant Doral Commerce Park Ltd.

William F. Taylor, Jr., Katharine L. Mayer and Thomas D. Walsh ,
of McCarter & English LLP, Wilmington, Delaware; and Robert
Fracasso and Joey E. Schlosberg, of Shutts & Bowen LLP, Miami
Florida, represent Doral Commerce Park Ltd

Mark D. Collins and Michael J. Merchant, of Richards, Layton &
Finger P.A., Wilmington, Delaware, represents Teleglobe
Communications Corporation, et al.

                          Background

Doral and TUSA entered into the Lease on October 30, 2000, for
approximately 100,000 square feet of nonresidential real property
located in Miami, Florida (the Leased Premises), for a term of 12
years and  four months.   Rent was based on a sliding scale,
starting at $110,350.42 per month during the first eight months
and increasing up to $176,643.95 per month during the last four
months of the lease term.  Throughout the entire term rent was due
in advance of the first day of each month.   The parties expanded
the Leased Premises by lease amendments on two occasions,
resulting in a total of 120,000 square feet under lease.

The Leased Premises were constructed for intended use as a
commercial warehouse.  TUSA reconfigured the building for use as a
telecommunications hub.  That reconfiguration involved allegedly
permanent and major structural alterations, including, among other
changes, for example:  changes in building access; addition of
equipment fixtures; installation of cables, wires and conduits;
removal of loading dock bay doors; removal of standard electrical
equipment and installation of special equipment; and installation
of fuel storage tanks.

The parties understood at the time of contracting that TUSA would
alter and redesign the Leased Premises.  Accordingly, paragraph
31(D), entitled "End of Term," set forth in the Lease, provides,
in part:

(1) On expiration or sooner termination of the Lease Term, Tenant,
    at its expense, shall remove from the Premises all of Tenant's
    Property (except those items that Landlord shall have
    expressly permitted to remain, which items shall become the
    property of the Landlord) and all Alterations that Landlord
    designates by notice to Tenant no later than 180 days prior to
    expiration of the Term.

(2) Tenant also shall repair any damage to the Premises and the
    Building Project caused by the removal.

On August 13, 2002, after receiving notice of TUSA's intention to
reject the Lease, Doral requested that all alterations to the
Leased Premises be removed in accordance with paragraph 31(D) of
the Lease.  The companies retained to provide an estimated cost to
restore the Leased Premises to their pre-Lease condition quoted
the cost of restoration to be approximately $3,141,581.  Doral
also asserts that certain fuel tanks installed on the Leased
Premises by TUSA create certain state and federal environmental
obligations.  Finally, Appellant Doral asserts that TUSA's
cancellation of alterations to the Leased Premises and termination
of payments to TUSA's contractor prior to receipt of a certificate
of occupancy have resulted in substantial building code issues.

         Judge Robinson Discusses The Differences Between        
                   Rejection And Termination

At issue in the instant appeal before the United States District
Court, writes Judge Robinson in his Opinion, is whether a debtor-
in-possession's rejection of a nonresidential real property lease
and surrender of that property constitutes a termination
triggering the imposition of contractual liabilities associated
with lease termination.

Appellant Doral, the Lessor in this case, contends that a
rejection and surrender of the Leased Premises are, in fact, a
termination of the lease and that contractual liabilities
expressly provided for in the event of a lease termination arise
postpetition under section 365(d)(3) of the Bankruptcy Code.  

Appellees Teleglobe Communications Corp., et al., the Lessee,
argue that a rejection, pursuant to the Bankruptcy Code, does not
operate as a termination, but instead must be treated as a breach.   
The bankruptcy court adopted this argument, ruling that damages
arising from rejection of the lease, including nonperformance of
certain obligations associated with lease termination, are not
granted the  administrative claim status accorded under section
365.

Other courts, considering similar facts, have reached the same
conclusion as the bankruptcy court in the present case, states
Judge Robinson, pointing out that courts generally have treated
rejection as a breach "to preserve the rights of the party whose
lease with the debtor has been rejected by providing a prepetition
claim" for breach of contract.

The Third Circuit, for example, writes the judge, describes
rejection as equivalent to a nonbankruptcy breach.  Rejection
leaves the nonbankrupt party to the lease with a claim against the
estate just as would a breach in the nonbankruptcy context.  
Unless the nonbankrupt's claim is somehow secured, he will be a
general unsecured creditor of the estate.  Accordingly, if the
debtor is insolvent, the nonbankrupt's claim for breach will not
be paid in full.  An appropriate rejection in bankruptcy will thus
benefit the creditors as a whole rather than allotting a
preference to the party whose contract is rejected, which would be
the case if the nonbankrupt were allowed payment of an
administrative claim postpetition.

The court therefore concludes, says Judge Robinson, that where a
debtor-in-possession, pursuant to section 365 of the Bankruptcy
Code rejects a nonresidential lease property lease, those claims
arising from that rejection are to be given treatment as if they
arose from a prepetition breach of a lease, rather than as a
postpetition liability.  The bankruptcy court's decision denying
Appellant Doral's administrative claim against Teleglobe is
affirmed and its appeal denied.    

Because the appeals court agrees with the bankruptcy court that a
rejection and surrender of a nonresidential lease is a breach of
the lease and not a termination of such lease, writes Judge
Robinson, it affirms the bankruptcy court's decision.


THAXTON GROUP: CEO, President & Chairman James D. Thaxton Dies
--------------------------------------------------------------
Mr. James D. Thaxton, the Chief Executive Officer, President and
Chairman of the Board of Directors and principal shareholder of
The Thaxton Group, Inc., died on December 19, 2003.  It is the
Company's understanding that voting control of the shares of the
Company's stock owned by Mr. Thaxton at the time of his death will
continue to be owned by his immediate family. Mr. Robert Dunn
continues to serve as the Company's Chief Restructuring Officer,
and remains in charge of the Company's operations. Because of
this, it is anticipated that some or all the offices formerly held
by Mr. Thaxton will remain vacant for an indefinite period.  

As previously disclosed, on October 17, 2003, The Thaxton Group,
Inc. and it subsidiaries filed a voluntary petition for relief
under Chapter 11 of Title 11 of the United States Code in the
United States Bankruptcy Court for the District of Delaware. A
complete listing of all motions filed in the Bankruptcy case may
be accessed through the United States Bankruptcy Court for the
District of Delaware pacer system -- https://ecf.deb.uscourts.gov/
-- using case number 03-13183. The Group remains in possession of
its assets and properties and continues to operate its businesses
as a "debtor-in-possession" pursuant to Section 1107(a) and 1108
of the Bankruptcy Code. No trustee or examiner has been appointed.  
The Company plans to file its monthly operating reports filed with
the Bankruptcy Court in lieu of its annual and quarterly reports
under the Securities Exchange Act of 1934. Accordingly, the
Company has filed its Bankruptcy Report for October 17 through
November 30, 2003, which was filed with the Bankruptcy Court on
December 30, 2003.   


TRANS ENERGY: Sells 75% Stake in 5 West Virginia Oil & Gas Wells
----------------------------------------------------------------
On December 31, 2003, Trans Energy, Inc. sold its 75% working
interest ownership in five oil and gas wells located in Tyler
County, West Virginia to Ultra-Light Investements for $380,000.
The wells included Eastlack #1, Nolan #2, Nolan #3, Nolan #4 and
Nolan #5. The sale price was determined by negotiation between the
parties and was considered fair and reasonable by Trans Energy.

Of the total proceeds, $30,000 was used to pay off existing debt
on the wells.

The balance of $350,000 from the proceeds of the sale of the five
wells was used to settle an ongoing dispute with Baker Hughes
Oilfield Operations, Inc. d/b/a/ Baker Hughes Inteq, Western
Geophysical, a division of Western Atlas International, Inc.  
Pursuant to the terms of that Settlement Agreement and Mutual
Release dated December 23, 2003 between Trans Energy and the Baker
Entities, the $350,000 was paid to the Baker Entities as payment
in full for all monies owed by Trans Energy, and the Baker
Entities gave Trans Energy a release of all judgments and liens
against the Company.

As of September 30, 2003, Trans Energy had total assets of
$1,968,816 and total stockholders' deficit of $5,048,175, compared
to total assets of $2,747,636 and total stockholders' deficit of
$3,938,719 at December 31, 2002.


UNITED AIRLINES: Court Approves Proposed Settlement with US DOT
---------------------------------------------------------------
The United Airlines Debtors obtained U.S. Bankruptcy Court's
approval of a settlement between United Air Lines, Inc., and
the United States Department of Transportation.  The Settlement
provides for a modification of the automatic stay allowing a set-
off.

As previously reported, United explained that before the Petition
Date, certain complaints were filed with the DOT alleging that
United failed to:

   (a) provide assistance to disabled passengers; and

   (b) adequately address customer disability complaints.

In response to the Complaints, the Debtors argued that the
enforcement action by the DOT was unwarranted.  However, the
DOT's Office of Aviation Enforcement concluded otherwise and
filed a prepetition proof of claim for $2,250,000 in civil
penalties on June 3, 2003.  Consequently, the Debtors and the DOT
engaged in a series of good-faith negotiations.

Thus, the Settlement reduces the DOT's claim against United from
$2,250,000 to $1,100,000.  In exchange for this concession, United
will:

   -- cease any similar violations; and

   -- allow the United States to set off $100,000 held by the
      Internal Revenue Service against the DOT's $1,100,000
      prepetition claim.

The Settlement provides for two reductions in the claim amount.  
First, upon the proposed $100,000 set-off, $150,000 of the DOT's
$1,100,000 claim will be deemed satisfied.  Second, after 36
months from the Service Date of the Settlement and on United
making documented improvements to its service quality to
passengers with disabilities, the remaining $850,000 of the DOT's
claim will be deemed satisfied and the claim will be expunged.
(United Airlines Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


UNITED DEFENSE: Nominates Robert J. Natter to Board of Directors
----------------------------------------------------------------
United Defense Industries, Inc. (NYSE:UDI) announced the
nomination of retired Navy Admiral Robert J. Natter to serve as
director.

Natter recently retired as the commander of Fleet Forces Command
and Atlantic Command after a 41-year career. "We are delighted to
welcome Bob Natter to the United Defense Board," said Thomas W.
Rabaut, President and CEO of United Defense Industries. "His years
of experience and understanding of our Navy customer will help
guide us in our continuing efforts to provide best support to this
important segment of our business."

       Admiral Robert J. Natter United States Navy, Retired

Admiral Robert J. Natter, Retired, United States Navy, is a native
of Trussville, Ala. He enlisted in the Naval Reserve at the age of
17 as a Seaman Recruit. Following one year of reserve enlisted
service and four years at the Naval Academy, he was graduated and
commissioned an Ensign in June 1967.

Adm. Natter assumed duties as Commander, U.S. Atlantic Fleet, on
June 23, 2000, where he was responsible for providing fully
trained, combat ready forces to support United States and NATO
commanders in regions of conflict throughout the world.

On October 1, 2001, Adm. Natter became the first Commander of the
newly established U.S. Fleet Forces Command. In this capacity, he
was responsible for establishing and implementing Navy-wide
policies for manning, equipping and training all Atlantic and
Pacific Fleet ships and aircraft squadrons.

As Commander, U.S. Atlantic Fleet, Natter bore the responsibility
for 156 ships, nearly 1,200 aircraft, 18 major shore stations and
more than 129,000 personnel during an unusually critical three-
year period in naval history. Since he assumed command June 23,
2000, the Navy was called on repeatedly to deploy in defense of
the nation. The attack on USS Cole (DDG 67) in October 2000 and
the terrible events in New York and at the Pentagon, Sept. 11,
2001, tested the readiness of the Atlantic Fleet.

Use of the Navy's principal training range on the island of
Vieques came to end in April 2003. In its place, Natter
implemented the Training Resource Strategy that allows the Navy to
maintain combat superiority by better utilizing existing training
ranges on the east and gulf coasts.

When the majority of the Atlantic Fleet surged to fight in
Operation Iraqi Freedom, Natter agreed with the Chief of Naval
Operations that the Navy needed to rethink how it deployed and
maintained presence globally. Natter and his staff developed and
instituted the Fleet Response Plan (FRP).

FRP has revolutionized Navy planning and has been heralded as a
possible training and maintenance model for adoption by all
service branches. The plan calls for the Navy to have six surge-
ready carrier strike groups, and an additional two carrier strike
groups ready to follow shortly thereafter. This has resulted in a
new way of thinking about how the Navy mans, maintains, equips,
trains and ultimately, fights, its ships.

Adm. Robert J. Natter relinquished command of the Navy's Fleet
Forces Command and U.S. Atlantic Fleet on Oct. 3, 2003.

Adm. Natter was a distinguished graduate of the U.S. Naval War
College and has Masters Degrees in Business Management and
International Relations. In May 2000, he was honored as the fifth
recipient of the Naval War College's annual Distinguished Graduate
Leadership Award.

His personal decorations include the Silver Star Medal, three
awards of the Distinguished Service Medal, the Defense Superior
Service Medal, five awards of the Legion of Merit, the Bronze Star
Medal with Combat V, the Purple Heart, two awards of the
Meritorious Service Medal, the Navy Commendation Medal with Combat
V, and the Navy Achievement Medal with Combat V.

United Defense (Fitch, BB Senior Secured Credit Facilities Rating,
Positive) designs, develops and produces combat vehicles,
artillery, naval guns, missile launchers and precision munitions
used by the U.S. Department of Defense and allies worldwide, and
provides non-nuclear ship repair, modernization and conversion to
the U.S. Navy and other U.S. Government agencies.


UNIVERSAL COMMS: Wins 'Order of Default' in Defamation Case
-----------------------------------------------------------
Universal Communication Systems Inc. (OTCBB:UCSY), and AirWater
Corporation, have been awarded an Order of Default against
Electric Gas & Technologies Inc., (OTCBB:ELGT) and against the
president Daniel Zimmerman and also against one of the
subsidiaries, Atmospheric Water Technologies.

The default order was officially entered into court on Friday 23rd
January 2004.

Company chairman and CEO, Michael Zwebner stated; "There is not
much to say or add. The court's official 'Order of Default' issued
last Friday, goes a long way to show us the malice and even the
absolute contempt of the courts and the legal system by all the
defendants in this case. There was and is simply no defense to the
defamation. We will now pursue this case as well as other
litigation to a just conclusion."

A copy of the court Order of Default will be posted on UCSY web
site.

For further information on Universal Communications, visit
http://www.ucsy.com/   

Universal Communication Systems' June 30, 2003, balance sheet
reports a net capital deficit of about $6 million.

For further information on AirWater Corporation, visit
http://www.airwatercorp.com/  

For further information on Millennium Electric TOU Limited, visit
http://www.millennium-electric-inc.com/  


US ONCOLOGY: Will Discuss Strategy & Operations at UBS Conference  
-----------------------------------------------------------------
US Oncology, Inc. (Nasdaq: USON) will be one of the presenting
companies at the 2004 UBS Global Healthcare Services Conference.  
The conference will be held Feb. 2-4 at The Plaza Hotel in New
York City.

Senior management will deliver a presentation Feb. 3, at 3:00 p.m.
(EST), outlining the company's current operations and financial
results, its position in the cancer-care services industry and the
impact of recently passed Medicare reform legislation.

A question-and-answer period will follow the 25-minute
presentation.  A copy of the presentation will be available on the
Investor Relations section of the US Oncology Web site at
http://www.usoncology.com/following the session.

US Oncology (S&P, BB Corporate Credit Rating, Negative),
headquartered in Houston, Texas, is America's premier cancer-care
services company.  The company supports the cancer-care community
by providing oncology pharmaceutical services, cancer center
services, and cancer research services to community-based
practices.  US Oncology is affiliated with more than 850
physicians operating in over 480 locations, including 76
outpatient cancer centers, in 30 states.


VAIL RESORTS: Sr. Sub. Noteholders Agree to Indenture Amendments
----------------------------------------------------------------
Vail Resorts, Inc. (NYSE: MTN) announced, pursuant to its
previously announced tender offer and consent solicitation for any
and all of its $200,000,000 outstanding principal amount of its
8.75% Senior Subordinated Notes due 2009, CUSIP Number 91879QAC3
and $160,000,000 outstanding principal amount of its 8.75% Senior
Subordinated Notes due 2009, CUSIP Number 91879QAF6, that it has
received the requisite consents to adopt the proposed amendments
to the indentures governing the Notes.

Adoption of the proposed amendments required the consent of
holders of at least a majority of the aggregate principal amount
of the outstanding Notes under each indenture. The proposed
amendments will eliminate substantially all of the restrictive
covenants and certain events of default in the indentures.

The Company and the Bank of New York, in its capacity as Trustee
under the indentures, executed supplemental indentures setting
forth the proposed amendments on January 26, 2004. The proposed
amendments will be of no effect if the Notes are not accepted for
payment and paid for pursuant to the terms of the Offer. The
proposed amendments to the indentures are binding upon the holders
of the Notes, including those not tendered into the Offer.

Banc of America Securities LLC and Deutsche Bank Securities Inc.
are serving as dealer managers and solicitation agents in
connection with the Offer. Questions regarding the Offer may be
directed to Banc of America Securities LLC, High Yield Special
Products, at 888-292-0070 (US toll-free) and 212-847-5834
(collect) or Deutsche Bank Securities Inc., High Yield Capital
Markets, at 212-250-5655 (collect). Requests for documentation may
be directed to Global Bondholder Services, the information agent
for the Offer, at (866) 873-6300 (US toll-free) and (212) 430-3774
(collect).

Vail Resorts, Inc. is the premier mountain resort operator in
North America. The Company's subsidiaries operate the mountain
resorts of Vail, Beaver Creek, Breckenridge and Keystone in
Colorado, Heavenly Resort in California and Nevada and the Grand
Teton Lodge Company in Jackson Hole, Wyoming. In addition, the
Company's RockResorts luxury resort hotel company operates 10
resort hotels throughout the United States. The Vail Resorts
corporate Web site is http://www.vailresorts.com/and the consumer  
Web sites are http://www.snow.com/and http://www.rockresorts.com/

Vail Resorts, Inc. (S&P, BB- Corporate Credit Rating, Negative) is
a publicly held company traded on the New York Stock Exchange
(NYSE: MTN).


WEIGHT WATCHERS: Names Thilo Semmelbauer as COO for North America
-----------------------------------------------------------------
Weight Watchers International, Inc., (NYSE: WTW), appointed
Mr. Thilo Semmelbauer as Chief Operating Officer of its North
American operations, effective April 2004. This appointment is
consistent with the Company's succession planning and follows
Richard McSorley's decision to retire, after a transition period,
at the end of May 2004.

Mr. Semmelbauer is currently the President and Chief Operating
Officer of WeightWatchers.com, Inc., the exclusive Internet
licensee of Weight Watchers International Inc, and the online
presence for the Weight Watchers brand. He has served in that
position since February 2000. During that time, WeightWatchers.com
has grown from a complete start up to almost $80 million in 2003
annual revenues and has become the leader in online weight loss.  
Prior to WeightWatchers.com, Mr. Semmelbauer was with The Boston
Consulting Group in the Consumer Goods, Technology and e-Commerce
practices. Previously, Mr. Semmelbauer was in Product Management
at Motorola, Inc.  He received his Master of Science degree in
Management and Engineering from the Massachusetts Institute of
Technology and is a graduate of Dartmouth College.

Mr. McSorley joined Weight Watchers International in January 2001
as the Chief Operating Officer of North American Operations
following the Company's purchase of the Weight Watchers franchised
meeting businesses from Weighco Enterprises, Inc., where he had
served as President and CEO. Subsequently Mr. McSorley spearheaded
the integration of five additional franchise acquisitions made by
the Company, which expanded the reach of the Company-owned meeting
business in the United States from 26 to 41 states.

"We are extremely grateful for the significant contribution that
Dick McSorely has made to the growth of our meeting business over
the last three years," said Ms. Linda Huett, President and Chief
Executive Officer of Weight Watchers International, Inc.  "His
leadership has accomplished much within a short period of time. I
wish him well. I am also delighted that Mr. Semmelbauer has agreed
to join the Weight Watchers International team."

"Thilo is a very talented executive and has been instrumental to
our success thus far.  We are delighted that he will join Weight
Watchers International and will continue to work closely with our
company," said Ms. Sharon Fordham, CEO of WeightWatchers.com.

Mr. McSorley added, "I look forward to working with my friend and
associate Thilo Semmelbauer over the next few months so that the
transition in the management team will be seamless."

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.


WEYERHAEUSER: Expresses Approval of Boreal Forest MOU in Canada
---------------------------------------------------------------
Sandy McDade, Weyerhaeuser senior vice president, Canada, made the
following statement regarding the memorandum of understanding
between the Forest Products Association of Canada and the Canadian
Boreal Initiative.

"Weyerhaeuser supports conservation of the boreal forest. We
believe this ground-breaking agreement between the Forest Products
Association of Canada and the Canadian Boreal Initiative moves us
toward that end.

"Government support -- federal and provincial -- is essential to
implementing any new protections or forest management policies in
the boreal forest. We will work to ensure government involvement
in projects we undertake in the spirit of the FPAC/CBI agreement.

"Weyerhaeuser has a significant presence in the boreal and we plan
to be part of the implementation of this agreement through both
nationwide and company-specific boreal conservation projects. We
will work with government, communities and environmental
organizations to meet this objective."
    
Weyerhaeuser Company (NYSE: WY) (Fitch, BB+ Senior Unsecured Long-
Term Ratings, Stable Outlook), one of the world's largest
integrated forest products companies, was incorporated in 1900. In
2003, sales were $27.8 billion ($19.9 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: Examiner Thornburgh Files Third and Final Report
--------------------------------------------------------------
Kirkpatrick & Lockhart LLP, led by Dick Thornburgh, former United
States Attorney General who was appointed on August 6, 2002 as the
Examiner in the WorldCom bankruptcy proceedings, filed its Third
and Final Report with the U.S. Bankruptcy Court for the Southern
District of New York today.

This report follows K&L's Second Interim Report that was filed on
June 9, 2003, and its First Interim Report that was filed on
November 4, 2002.

The more than 500-page document contains significant disclosures
surrounding the case, including a state tax minimization program
that allowed WorldCom to evade paying hundreds of millions of
dollars in state taxes, and an analysis of the causes of actions
that WorldCom has against various persons and entities that
contributed to the company's downfall. The report brings to a
close the investigation that began in August 2002 with
Mr. Thornburgh's appointment as Examiner.

Commenting on the report, Mr. Thornburgh said, "This Third and
Final Report builds upon the findings that were made in our two
prior reports. We accomplished our mandate of investigating the
conduct of WorldCom's management prior to the filing of the
bankruptcy and believe that we have done an extremely thorough and
effective job. We found that the accounting fraud that was
previously publicly disclosed was only one chapter in the WorldCom
story, and there were many other irregularities."

Michael J. Missal, the K&L partner who led a team of over 50 K&L
lawyers who, as Counsel to the Examiner, worked in various
capacities for nearly 18 months to produce the series of reports,
said, "We are immensely proud of our work on this complex and
difficult matter. We recognize the implications that the reports
hold -- not only for WorldCom but also for the advancement of
corporate governance practices in general."

According to the order confirming his appointment as Examiner,
Thornburgh's role was to " ... investigate any allegations of
fraud, dishonesty, incompetence, misconduct, mismanagement or
irregularity in the arrangement of the affairs of [WorldCom] ... "
by that company's current or former management, and to prepare a
report to the Bankruptcy Court within 90 days of his appointment.

A copy of the Examiner's Final Report can be found at:

         http://www.kl.com/downloads/WorldCom3.pdf

To access the First Interim Report click here:

         http://www.kl.com/downloads/WorldCom1.pdf

To access the Second Interim Report, click here:

         http://www.kl.com/downloads/Worldcom2.pdf  

Kirkpatrick & Lockhart serves a dynamic and growing clientele in
regional, national and international markets that includes
representation of over half of the Fortune 100. Currently more
than 700 lawyers strong, K&L's practice embraces three major areas
-- litigation, corporate and regulatory -- and related fields. For
more information, please visit http://www.kl.com/


WORLDCOM INC: Will Make Thorough Review of Examiner's Final Report
------------------------------------------------------------------
Court-appointed Examiner Richard Thornburgh released the findings
of a final report on his investigation into past actions at
WorldCom. The following statement should be attributed to Stasia
Kelly, MCI executive vice president and general counsel:

"MCI appreciates the Examiner's efforts to help create a
comprehensive public record of what happened in the past at
WorldCom. We are thoroughly reviewing Mr. Thornburgh's final
report and are inviting him to present his findings to our Board
of Directors as part of our ongoing efforts to ensure that what
happened in the past will never happen again.

"The company is reviewing and considering the potential causes of
action against outside parties discussed in the Examiner's report.
We were already in the process of evaluating many of the potential
claims raised by the Examiner as part of our own assessment, and
will move forward with actions that we determine are appropriate,
represent a prudent use of company resources and have a strong
likelihood of a positive outcome.

"The Examiner's discussion of potential claims against KPMG for
its involvement in company tax planning in 1997 and 1998 will, of
course, receive careful review by the Company and our Board.
However, KPMG's involvement in this program has previously been
carefully reviewed by our current Audit Committee of the Company's
Board of Directors and the Company's inside and outside tax
counsel. Based upon this earlier review, the Company concluded
that the tax program recommended by KPMG in 1997 and 1998 was
appropriate. As a result, the Company has no plans to pursue
claims against KPMG.

"Throughout the course of the past year-and-a-half, we have
actively cooperated with numerous investigations and inquiries
while at the same time continued to serve our customers. Despite
these multiple objectives, we responded to requests for
information from the Examiner and other investigating parties as
quickly as possible.

"The company has put in place procedures and resources to ensure
that the highest standards of business ethics are maintained. We
have worked together to build a culture at MCI where integrity and
honesty are valued above all else. As MCI approaches its emergence
from Chapter 11, we remain focused on MCI's future as a leader in
the convergence of telecommunications and computing. Somewhere
between those two worlds is a new kind of company, and that's what
we'll be."

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/


WORLDSPAN L.P.: Extends Exchange Offer for Sr. Notes Until Friday
-----------------------------------------------------------------
Worldspan, L.P. and WS Financing Corp. extend until 5:00 p.m. EST,
on January 30, 2004, the expiration date of the offer by Worldspan
and WS Financing to issue their new 9-5/8% Senior Notes due 2011
in exchange for a like principal amount of their 9-5/8% Senior
Notes due 2011.  

As of 5:00 p.m. EST, on January 23, 2004, which was the original
expiration date for the exchange offer, holders of approximately
98.6% of the outstanding 9-5/8% Senior Notes had tendered for
exchange.

The exchange offer is subject to the terms and conditions of a
Prospectus dated December 22, 2003.  This announcement amends and
supplements the Prospectus and the related letter of transmittal
and notice of guaranteed delivery with respect to the matter
described above.  All other terms and conditions of the Prospectus
and the related letter of transmittal and notice of guaranteed
delivery remain in full force and effect.

Worldspan (S&P, B+ Corporate Credit Rating, Stable Outlook) is a
leader in travel technology resources for travel suppliers, travel
agencies, e-commerce sites and corporations worldwide. Utilizing
fast, flexible and efficient networks and computing technologies,
Worldspan provides comprehensive electronic data services linking
approximately 800 travel suppliers around the world to a global
customer base. The company offers industry-leading Fares and
Pricing technology such as Worldspan e-Pricing(R), hosting
solutions, and customized travel products. Worldspan enables
travel suppliers, distributors and corporations to reduce costs
and increase productivity with best-in-class technology like
Worldspan Go!(R) and Worldspan Trip Manager(R). Worldspan is
headquartered in Atlanta, Georgia. Additional information is
available at http://www.worldspan.com/


* Crossroads, LLC Dallas Office Hires John Tittle as Principal
--------------------------------------------------------------
Crossroads, LLC, a leading international consulting firm,
announced that John Tittle, who has nearly 25 years of experience
in bankruptcy advisory, restructuring, and financial consulting,
has joined the firm as a Principal in the Dallas office. His
industry expertise includes manufacturing, retail, wholesale
distribution, airlines, Internet, and e-Business among others.

"John has extensive experience in company restructuring and
reorganization in various industries," said Dennis Simon, Managing
Principal. "We are thrilled to have John join our team in Dallas
where his experience as an executive officer for several publicly
traded companies, and his extensive work on creditor side of
corporate restructurings will aid in the broader expansion of our
Dallas office."

Formerly, Mr. Tittle served as a partner with Deloitte, where he
led the firm's Reorganization Services Practice in the Mid-America
region; Interim Chief Financial Officer for The Leather Factory,
Inc., a wholesale distributor and retailer of various leather and
related products; Director in the Financial Advisory Services
practice of Price Waterhouse; Chief Financial Officer of an
American Stock Exchange listed company; and the Treasurer of an
oil and gas exploration and production company.

"I am very pleased to be joining Crossroads, one of the best known
and most respected firms in the restructuring industry," said Mr.
Tittle. "It will be exciting to help Crossroads build on its
reputation, both in the Dallas market and nationally."

Prior to joining Crossroads, LLC, Mr. Tittle also served as
Engagement Partner for reorganization services to an international
airline located in the United States involving contingency
planning and preparing for a Chapter 11 filing. In addition, he
served as Engagement Partner on reorganization services work for
Bank One as Agent for Bank Group on restructuring of a senior debt
facility of $100 million for IFCO Systems, N.V. and subsidiaries.
Mr. Tittle also served as an Engagement Partner for work as
Financial Advisors to the Unsecured Creditors' Committee of
Daisytek, Inc., et al. where he consulted on Australian and UK
aspects of the bankruptcy of certain international affiliates. Mr.
Tittle also assisted Wells Fargo and Bank One as secured lenders
in Tandycrafts, Inc. Chapter 11 proceedings with negotiation and
structuring of the Plan of Reorganization, operating budgets and
projections, cash collateral budgets and extensions, DIP financing
terms, valuation issues, industry analyses, and due diligence.

Mr. Tittle received his BBA in Accounting from Texas Christian
University where he graduated Magna Cum Laude. In addition, he is
a Certified Public Accountant and a Certified Insolvency and
Restructuring Advisor. Currently, Mr. Tittle also serves on the
board of the American Bankruptcy Institute.

Crossroads, LLC, is a national restructuring firm specializing in
workouts with distressed companies and representatives of debtors
and creditors. The firm provides specialized services in Financial
Advisory; Investment Banking; Turnaround Management; Operations
Improvement; and Litigation Analytics, Valuations and
Investigative Services. In addition to New York, the firm has
offices in Irvine, Dallas, Houston, and Kansas City.


* Sheppard Mullin in Los Angeles Brings-In Gary L. Bostwick
-----------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP announced that Gary L.
Bostwick has joined the firm as partner in the Business Trial and
Entertainment and Media Practice Groups in Los Angeles. Bostwick
has over 25 years of litigation and counseling experience in
complex business matters and constitutional law and civil
liberties, with specific expertise in First Amendment, libel,
journalism privilege, slander, defamation and invasion of privacy
litigation. He joins Sheppard Mullin from Davis Wright Tremaine
LLP.

Bostwick said, "A move is always exciting, but this move to one of
California's pre-eminent law firms and premier entertainment and
media practices is particularly so." He added, "The wide range of
clients that the firm serves will give me the chance to do what I
love most: go to trial and argue appeals. In particular, I look
forward to forging strong relationships with the firm's national
media clients and advising them on their pre-litigation counseling
and litigation and appellate matters."

Robert Beall, chair of the Business Trial Practice Group,
commented, "Gary is an experienced trial lawyer who brings highly
specialized expertise in First Amendment, libel and slander
matters. His expertise in this area will enhance our ability to
serve the growing needs of our clients in the litigation,
intellectual property and entertainment practice areas." Added Lou
Meisinger, Senior Advisor to the Entertainment and Media Practice
Group, "Our Entertainment and Media Practice Group continues to
grow to meet the diverse and expanding needs of our clients. As
one of the premier First Amendment, privacy and publicity trial
lawyers in the country, and an expert in pre-publication
clearance, Gary will complement and bring new dimension to our
existing practice in these areas."

"In addition to his extensive trial experience, Gary is well
regarded as a trusted advisor to media companies in connection
with their business matters outside of the litigation context.
Also, his fluency in Spanish makes him particularly valuable in
serving the needs of our clients in the burgeoning Hispanic media
market," stated Robert Darwell, head of the transactional side of
the Firm's Entertainment and Media Practice Group.

Bostwick litigated several high-profile libel cases, including
representing Arianna Huffington in "Lawrence v. Huffington,"
author Janet Malcolm in the landmark "Masson v. New Yorker" case,
and a prisoner in the U.S. Supreme Court case, "Sandin v. Conner,"
which involved due process and equal protection claims.
Additionally, Bostwick served as principal defense counsel in "re
San Juan Dupont Fire Litigation," which arose out of a hotel fire
disaster in Puerto Rico. He has served as trial counsel on matters
concerning contract, employment discrimination, commercial real
estate, construction and partnership disputes.

In addition to lecturing on libel, slander and First Amendment
issues as an Adjunct Professor of Law at Loyola Law School,
Bostwick has been an Instructor at the University of Southern
California School of Journalism.

He received his law degree from Boalt Hall, University of
California, Berkeley, in 1977, his Masters of Public Policy from
the University of California, Berkeley in 1976, and his
undergraduate degree from Northwestern University in 1963.

Admitted to practice in California and Wyoming, Bostwick is also a
Fellow of the American College of Trial Lawyers. Bostwick has
written numerous articles, including an article entitled "A
Taxonomy of Privacy: Repose, Sanctuary & Intimate Decision," 64
CALIF. L. REV. 1447 (19__), which has been cited by the California
Supreme Court.

Sheppard Mullin has more than 400 attorneys among its eight
offices in Los Angeles, San Francisco, Orange County, San Diego,
Santa Barbara, West Los Angeles, Del Mar Heights, and Washington,
D.C. The full-service firm provides counsel in Antitrust and Trade
Regulation; Business Litigation; Construction, Environmental, Real
Estate and Land Use Litigation; Corporate; Entertainment and
Media; Finance and Bankruptcy; Financial Institutions; Government
Contracts and Regulated Industries; Healthcare; Intellectual
Property; International; Labor and Employment; Real Estate, Land
Use, Natural Resources and Environment; Tax, Employee Benefits,
Trusts and Estates; and White Collar and Civil Fraud Defense. The
Firm celebrated its 75th anniversary in 2002.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 18-19, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Healthcare Transactions
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
         Annual Spring Meeting
            J.W. Marriott, Washington, D.C.
               Contact: 1-703-739-0800 or http://www.abiworld.org  

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 17-18, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Corporation Reorganizations
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-592-5168;  
                     dhenderson@renaissanceamerican.com

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

November 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Distressed Investing 2004
         The Plaza Hotel, New York
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org  

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***