TCR_Public/040130.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 30, 2004, Vol. 8, No. 21

                          Headlines

ABITIBI-CONSOLIDATED: Dec. 31 Working Capital Deficit Tops C$127MM
ABITIBI-CONSOLIDATED: Will Pay Shareholders' Dividend on Feb. 6
AFG PACIFIC: Seeking Authority to Hire Floyd Jones as Attorneys
AFTON FOOD: Inks North Bay Lease Agreement with TeleSpectrum Inc.
AIRGAS INC: December-Quarter Results Reflect Slight Improvement

AL MUEHLBERGER: Case Summary & 20 Largest Unsecured Creditors
ALLIANT TECHSYSTEMS: S&P Places Low-B Ratings on Watch Negative
AMERICA WEST: Will Present at Goldman Sachs Conference Wednesday
AMERICAN FINANCIAL: Offering $100MM of 7-1/8% Senior Debentures
AMERIKING INC: Court Fixes February 6 as General Claims Bar Date

AMKOR TECHNOLOGY: Fourth-Quarter 2003 Results Show Solid Growth
AMNIS SYSTEMS: Completes Workout, Ceasing Video Networking Ops.
ANALYTICAL SUVEYS: President & CEO Norman Rokosh Resigns
ARVINMERITOR INC: President and COO Terry O'Rourke Steps Down
ATLANTIC COAST: Reports Solid Growth for Fourth-Quarter 2003

AUSPEX SYSTEMS: Kellogg Capital Discloses 11.2% Equity Stake
AVISTA CORP: Financial Recovery Plan Yields Solid Results for 2003
BETHLEHEM STEEL: Court Okays Gazes & Assoc. as Special Counsel
BLOOMSBURG HOSPITAL: S&P Cuts Outstanding Debt Rating Down to BB-
CABLE & WIRELESS: Disclosure Statement Hearing Set for Feb. 19

CALIFORNIA LITFUNDING: Case Summary & 18 Largest Unsec. Creditors
CALPINE CORP: Energy Services Unit Completes Settlement with CFTC
CANADIAN FREIGHTWAYS: Closes Asset Sale to TransForce for C$140MM
CARMIKE CINEMAS: S&P Maintains Watch over Debt Refinancing News
CASELLA WASTE: Settles Dispute over MERC Facility Transaction

CASH TECHNOLOGIES: Converts $3.6 Million of Debt into Common Stock
CELESTICA INC: Chairman and CEO Eugene V. Polistuk Retires
CELESTICA INC: Red Ink Continues to Flow in Fourth Quarter 2003
CENTERPOINT ENERGY: Will Pay Regular Quarterly Dividend on Feb. 16
COMM'L MORTGAGE: Fitch Ups Ser. 1996-C2 Class G Note Rating to BB+

DALEEN TECHNOLOGIES: Board Approves 1-For-500 Reverse Stock Split
DAVITA INC: S&P Ups Corp. Credit & Sr. Secured Debt Ratings to BB
DII: Halliburton Settles Asbestos Insurance Claims with Equitas
DJ ORTHOPEDICS: Fourth-Quarter Results Enter Positive Territory
DRESSER INC: Will Present at Credit Suisse & JP Morgan Conferences

DUTCHESS MANOR: Section 341(a) Meeting Convenes on February 25
EMPIRE RESORTS: Catskill & Monticello Report 80.25% Equity Stake
ENCOMPASS SERVICES: Settles Dispute over James Jones' $1MM Claim
ENERGY CORP: Indenture Default Spurs S&P to Further Junk Ratings
ENRON CORP: Wants OK to Expand Stephen Cooper's Engagement Scope

ENRON: Cabazon Debtor Secures Clearance for Herling Settlement
EXIDE TECHNOLOGIES: Hiring Scott D. Phillips as Expert Witness
FEDERAL-MOGUL CORP: Future Rep. Asks Court to Disqualify Gibbons
FLEMING COMPANIES: Proposes Solicitation & Tabulation Procedures
FREEPORT-MCMORAN: Senior Unsec. Debt Issue Earns S&P's B- Rating

GARDENBURGER: Annual Shareholders' Meeting Slated for March 2
HAIGHTS CROSS: S&P Assigns Junk Rating to $74M Sr. Discount Notes
HARNISCHFEGER IND.: No Stock Distribution to Claimants in January
HOLLINGER INT'L: Responds to Press Holdings' Schedule 13-D Filing
INTEGRATED HEALTH: Wants Claims Objection Deadline Moved to May 6

INTERNATIONAL UTILITY: Canadian Court Extends CCAA Stay to June 30
INTERWAVE COMMS: Second-Quarter 2004 Net Loss Narrows to $1.1 Mil.
IT GROUP: Committee Wants Authority to Prosecute More Claims
JACKSON PRODUCTS: Court Confirms Prepackaged Chapter 11 Plan
JACKSON PRODUCTS: Hires Vinson & Elkins as Bankruptcy Counsel

KB TOYS INC: Closing 375 Stores to Achieve Restructuring Goals
KB TOYS: Nassi, Ozer & SB Capital Begin Liquidation & GOB Sales
LODGENET ENTERTAINMENT: Will Publish Q4 2003 Results on Thursday
MACARTHUR CO.: Court Approves St. Paul's 2002 Asbestos Settlement
MAGELLAN HEALTH: Settles Humana Entities' $9-Million in Claims

MEDMIRA INC: Expanding into High-Potential Market in the Caribbean
MERITAGE CORP: Reports Strong Performance for Fourth-Quarter 2003
MIRANT CORP: Kern River Wants Prompt Payment of Admin. Claim
MISSISSIPPI CHEMICAL: Intrepid Mining Pitches Best Bid at Auction
MULTICANAL SA: Chapter 11 Involuntary Case Summary

NASH FINCH: Market Concerns Prompt S&P's Negative Ratings Outlook
NOVA CHEMICALS: Red Ink Continues to Flow in Fourth Quarter 2003
NRG ENERGY: Completes $475 Million Bond Financing Transaction
NRG ENERGY: Restructuring Advisors Want $4 Mill. Consummation Fee
NUEVO ENERGY: Calling 9-1/2% Sr. Sub. Notes for Final Redemption

NVIDIA CORP: Will Host Q4 and Year-End Conference Call on Feb. 12
OMEGA HEALTHCARE: December-Quarter Results Zoom to Positive Zone
OWENS CORNING: Court Disallows Estevao's $5-Mill. Disputed Claim
PARMALAT: S&P Keeps Watch on Brazilian Receivables Securitization
PARMALAT: Cayman Liquidator asks U.S. Court for TRO & Injunction

PERKINELMER: Fourth-Quarter Results Swing-Up to Positive Territory
PETRO STOPPING: Wins Requisite Consents to Amend Note Indenture
PLIANT: S&P Rates $100M Facility BB- & 225M Discount Notes at B
PRIMUS TELECOMMS: Preparing Prospectus for Resale of 22M Shares
REDBACK NETWORKS: Creedon Keller Discloses 17.1% Equity Stake

ROYAL OLYMPIC: Units File for Creditor Protection in Greece
SEITEL INC: Disclosure Statement Hearing Rescheduled for Feb. 5
SEQUOIA MORTGAGE: S&P Rates Trust 2004-1 Class B-5 Notes at B
SIERRA HEALTH: Reports Fourth-Quarter 2003 Results
SK GLOBAL: Sec. 304 Injunction Hearing to Continue on March 31

SOLUTIA INC: LGI Business Realizing Significant Business Gains
SOLUTIA: Gets Interim Nod to Hire Ordinary Course Professionals
SPIEGEL GROUP: Wants More Time to Make Lease-Related Decisions
TENET HEALTHCARE: Initiates Major Restructuring of Operations
TENET HEALTHCARE: S&P Cuts Credit & Sr. Unsec. Debt Ratings to B+

TOP GAME & CO: Case Summary & 20 Largest Unsecured Creditors
TX. C.C. INC: Bankr. Court Confirms First Amended Chapter 11 Plan
UNITED AIRLINES: Retired Flight Attendants Cancel Protest in NY
UPPER ROOM: Case Summary & 20 Largest Unsecured Creditors
W-MC LLC: UST Schedules First Creditors' Meeting for February 2

W.R. GRACE: Court Approves Amendment to ART Loan & DIP Financing
WITTUR INC: Case Summary & 20 Largest Unsecured Creditors
XM SATELLITE: Closes Underwritten Public Offering of 20M Shares

* BOOK REVIEW: Lost Prophets -- An Insider's History
               of the Modern Economists

                          *********

ABITIBI-CONSOLIDATED: Dec. 31 Working Capital Deficit Tops C$127MM
------------------------------------------------------------------
Abitibi-Consolidated Inc., reported a fourth quarter loss of $80
million, or 18 cents a share, compared to net earnings of $29
million, or 7 cents a share, in the same quarter of 2002.

Sales in the fourth quarter amounted to $1.2 billion compared with
$1.3 billion in Q4 of 2002. The operating loss from continuing
operations was $210 million compared with an operating profit from
continuing operations of $18 million in the fourth quarter of
2002.

The fourth quarter operating income was negatively impacted by
pre-tax asset write-offs of $67 million taken for the permanent
closure of two newsprint machines at the end of 2003, one at Port-
Alfred, Quebec and one at Sheldon, Texas. An additional $67
million pre-tax provision was taken for severance and other costs
related to the indefinite idling of the Port-Alfred and Lufkin,
Texas mills at the end of 2003. A goodwill impairment charge of
$21 million, representing all the goodwill related to the Wood
Products segment, was also taken in the fourth  quarter. The
decline in operating income was also due to the stronger Canadian
dollar, partly offset by lower production costs and higher prices
for newsprint and lumber.

Also included in the current quarter's results is an after-tax
gain of $130 million from the translation of foreign currencies,
primarily of the Company's U.S. dollar debt, as well as an
unfavorable income tax adjustment of $10 million.

Although not a GAAP-measure, the loss would have been $90 million,
or 20 cents per share, before the impact of currency translation
and other specific items in the fourth quarter. This compares to a
loss of $41 million, or 9 cents a share, in the fourth quarter of
2002.

"We have made decisions to reduce costs and put our Company back
on track towards profitability," said President and CEO, John W.
Weaver. "The US$50 price increase announced for February 1st is
not only driven by currency as many have reported, but also
reflects a strengthening order book and the economic optimism of
our US customers. Our shipment to operating capacity ratio is
tighter than it's been since 2000."

                       2003 Results

For all of 2003, net earnings were $179 million, or 41 cents a
share on sales of $4.8 billion compared with 2002 net earnings of
$259 million, or 59 cents a share, on sales of $5.1 billion. This
includes an after-tax gain of $622 million on the translation of
foreign currencies compared to $56 million in 2002. The operating
loss from continuing operations amounted to $322 million for the
year, compared to an operating profit from continuing operations
of $182 million in 2002.

Although not a GAAP-measure, the loss would have been $369
million, or 84 cents per share before the gain on translation of
foreign currencies and the impact of other specific items. This
compares to a loss of $159 million or 36 cents a share in 2002.

In 2003, the Company took 977,000 tonnes of market-related
downtime, excluding PanAsia, including 301,000 tonnes taken in the
fourth quarter, in order to balance production with orders and
reduce inventories. The Company anticipates selling at least as
much newsprint in 2004 as it did in 2003, despite having begun the
year with 760,000 tonnes indefinitely idled, in addition to having
permanently closed 230,000 tonnes at the end of 2003. No further
market-related downtime plans are scheduled in 2004.

"Our focused downtime strategy should save us an additional $125
million in operating costs in 2004," continued Weaver. "As demand
for newsprint in North America improves, Abitibi-Consolidated has
more levers to take advantage of this rebound than any other
producer."

                          Currency

In the fourth quarter, the Canadian dollar was an average of 19%
stronger against the U.S. dollar compared to the fourth quarter of
2002, and 12% higher on average compared with the whole of 2002.
The Company estimates the unfavorable impact of the Canadian
dollar appreciation, compared to the U.S. currency, on its
operating results to be approximately $65 million compared to the
same period last year and $161 million for all of 2003.

                            Capex

The Company spent $100 million on capital expenditures during the
quarter, for a year-end total of $262 million. The project to
convert the Alma, Quebec newsprint mill to produce Equal Offset(R)
continued on schedule and on budget. The Company continues to
expect the mill to exit newsprint (170,000 tonnes/year) and begin
producing Equal Offset(R) (230,000 tonnes/year) in the third
quarter of 2004.

Excluding PanAsia's China project, the Company expects 2004 capex
to be at roughly the same level as 2003 and include the completion
of the Alma project. PanAsia capex will include 2004 spending on
the project to build 300,000 tonnes of capacity in China.
Shareholders should note that the investment of approximately
US$300 million, or less than US$1,000 per tonne, will be funded
entirely by PanAsia and the Chinese partner, but the joint
venture's capital expenditures are 50% proportionally accounted
for in Abitibi-Consolidated's results. Therefore, the Company
expects 2004 global capital expenditures of between $400 and $450
million.

                           PanAsia   

PanAsia, a 50-50 joint-venture, recorded net earnings of US$6
million and earnings before interest, taxes, depreciation and
amortization of US$25 million in the fourth quarter of 2003, on
sales of US$233 million. For all of 2003, PanAsia recorded net
earnings of US$36million and EBITDA of US$134 million on sales of
US$846 million. This compares to 2002 net earnings of US$91
million and US$218 million in EBITDA on sales of US$797 million.
PanAsia's 2003 results were impacted by lower prices, the
weakening U.S. dollar as well as higher energy and fiber costs.

Abitibi-Consolidated is the world's leading producer of newsprint
and uncoated groundwood (value-added groundwood) papers as well as
a major producer of wood products, generating sales of $ 4.8
billion in 2003. With 16,000 employees, excluding Pan Asia Paper
Co. Pte Ltd, the Company does business in more than 70 countries.
Responsible for the forest management of 18 million hectares,
Abitibi-Consolidated is committed to the sustainability of the
natural resources in its care. The Company is also the world's
largest recycler of newspapers and magazines, serving 17
metropolitan areas with more than 10,000 Paper Retriever(R)
collection points and 14 recycling centres in Canada, the United
States and the United Kingdom. Abitibi-Consolidated operates 27
paper mills, 21 sawmills, 4 remanufacturing facilities and 1
engineered wood facility in Canada, the U.S., the UK, South Korea,
China and Thailand.

                   Abitibi-Consolidated Inc.
            Fourth Quarter Report to Shareholders
                       January 27, 2004

          $80 Million Loss in Fourth Quarter of 2003

Abitibi-Consolidated reported a loss of $80 million, or 18 cents a
share, in the fourth quarter ended December 31, 2003 compared to
net earnings of $29 million, or 7 cents a share, in the same
quarter of 2002. The weighted average number of shares outstanding
remained constant at 440 million during these periods.

Net sales were $1,208 million in the fourth quarter of 2003
compared to $1,316 million in the fourth quarter of 2002. The
operating loss from continuing operations was $210 million in the
fourth quarter of 2003 compared to an operating profit from
continuing operations of $18 million for the fourth quarter of
2002.

Lower operating income from continuing operations in the fourth
quarter of 2003 resulted mainly from the provision for closure
costs and asset write-offs announced on December 10, 2003 and the
goodwill impairment charge in the wood products segment. The
stronger Canadian dollar, lower selling prices for value-added
groundwood papers and lower newsprint sales volume also negatively
impacted operating income from continuing operations. These
factors were partially offset by higher newsprint prices in North
America, lower newsprint and value added groundwood paper cost of
goods sold and better performance in wood products, which saw
higher prices and sales volume as well as lower cost of goods
sold.

In the fourth quarter, the Canadian dollar was an average of 19%
stronger against the U.S. dollar compared to the fourth quarter of
2002. The Company estimates the unfavorable impact of the Canadian
dollar appreciation, compared to the U.S. currency, on its
operating results to be approximately $65 million compared to the
same period last year.

The Company recorded in the quarter an after-tax gain of $130
million on the translation of foreign currencies, derived
primarily from its U.S. dollar debt, compared to $25 million in
the same quarter of 2002. Results in the fourth quarter of 2003
also included an unfavorable income tax adjustment of $10 million
compared to a favorable income tax adjustment of $42 million in
2002.

In the quarter, the Company announced the indefinite idling of the
Lufkin, Texas and Port-Alfred, Quebec paper mills, resulting in a
provision for closure costs of $67 million and recorded asset
write-offs of $67 million following the permanent closure of two
previously idled paper machines, one in Port-Alfred and one in
Sheldon, Texas. In the fourth quarter of 2002, following the
closure of the Thorold, Ontario thermomechanical pulp mill, the
Company wrote off its remaining book value of $12 million.

In the fourth quarter of 2003, the Company performed the required
annual goodwill impairment test and found that impairment did
exist in its wood products segment mainly as a result of economic
market conditions and a strong Canadian dollar. Consequently, an
amount of $21 million representing all the goodwill associated
with the wood products segment, has been recorded as an impairment
charge in the quarter.

Financial expenses increased by $2 million compared to the fourth
quarter of 2002, primarily because of $11 million in interest
earned on a favorable litigation settlement in 2002. This is
partly offset by lower interest rates and the impact of a stronger
Canadian dollar.

For the twelve-month period ended December 31, 2003, net earnings
amounted to $179 million compared to $259 million in the same
period last year. On a per share basis, the Company recorded net
earnings of $0.41 compared to $0.59 in 2002. During these periods
the weighted average number of shares outstanding remained
constant at 440 million.

In 2003, the Canadian dollar was an average of 12% stronger
against the U.S. dollar compared to 2002. The Company estimates
the unfavorable impact of the Canadian dollar appreciation,
compared to the U.S. currency, on its operating results to be
approximately $161 million compared to the previous year.

Net sales were $4,786 million in the twelve-month period ended
December 31, 2003 compared to $5,122 million in the same period
last year. The operating loss from continuing operations was $322
million compared to an operating profit from continuing operations
of $182 million in 2002.

During the fourth quarter of 2003, the Company recorded an after-
tax gain on translation of foreign currencies of $130 million. The
Company recorded an after-tax amount of $3 million related to an
adjustment of the price received from the sale of 75% of the           
Saint-Felicien, Quebec pulp mill. In the same quarter, the Company
re-assessed its on-going effective average income tax rate
resulting in a future income tax charge of $10 million. Also in
the quarter, the Company announced the indefinite idling of the
Lufkin and Port-Alfred paper mills, resulting in a provision for
closure costs of $44 million after-tax, and the permanent closure
of two previously idled paper machines, one in Port-Alfred and one
in Sheldon, representing asset write-offs of $42 million after-
tax. Finally, the Company recognized an amount of $21 million
related to goodwill impairment in its wood products segment.

During the fourth quarter of 2002, the Company recorded an after-
tax gain on translation of foreign currency of $25 million, a $4
million additional net profit from the sale of 75% of the Saint-
Felicien pulp mill and a favorable income tax adjustment of $42
million. The Company further recorded an after-tax amount of $7
million in interest from a favorable litigation settlement and an
after-tax charge of $8 million due to the write-off of the
remaining book value of the Thorold thermomechanical pulp mill
following the start-up of the 100% de-inked plant.

In the quarter, newsprint's operating results were negatively
impacted by $50 million for closure costs and $67 million for
asset write-offs, compared to $12 million in the same quarter of
2002. Also in the quarter, the value-added groundwood paper's
operating results were negatively impacted by $17 million for
closure costs. The wood products operating results were negatively
affected by an amount of $21 million related to goodwill
impairment.

                         Newsprint

According to the Pulp and Paper Products Council, North American
demand for newsprint decreased by 2.6% in the fourth quarter of
2003 compared to the same period in 2002. For the twelve-month
period, demand decreased by 1.1% compared to the same period last
year. North American exports in the fourth quarter of 2003 were
down 5.8% compared to 2002. Compared to last year, exports
remained at the same levels.

Publishers' advertising lineage was up 0.5% for the October-
November period and up 0.7% for the November year-to-date period
compared to 2002. In the October-November period, advertising
revenues continued on a positive trend as a result of the strength
in the national category. Notably, help-wanted advertising entered
positive territory for some publishers in November.

According to the PPPC, at the end of 2003, total producer and
customer newsprint inventories were lower by 91,000 tonnes, or
6.1%, compared to the previous quarter and higher by 19,000
tonnes, or 1.3%, compared to the end of 2002. U.S. daily newspaper
inventories increased from 39 days of supply at the end of 2002 to
42 days of supply at the end of 2003. The Company's inventories
destined to international markets decreased by 60,000 tonnes in
the fourth quarter of 2003, compared to the third quarter 2003.
Inventories destined to North American customers declined and
remained at low levels.

The Company's newsprint shipments in the fourth quarter of 2003
were 1,201,000 tonnes compared to 1,216,000 tonnes in the fourth
quarter of 2002. During the fourth quarter of 2003, the Company
took 301,000 tonnes of market-related downtime in order to adjust
production according to its order book and to reduce inventories.
This includes 140,000 tonnes of downtime resulting from the
indefinite idling of the Sheldon mill, and a machine at the Port-
Alfred mill. Despite higher selling prices, mill nets for
newsprint were lower than the corresponding period of 2002 due to
the stronger Canadian dollar.

Economic forecasts in North America point favorably towards a
recovery in newsprint demand. U.S. growth continues to strengthen,
and the key demand drivers for newsprint consumption, particularly
advertising expenditures and employment levels, are forecasted to
improve. Industry reports indicate that on average, more than half
of the previously announced US$35 per tonne price increase had
been realized by the industry at year-end. In mid-January of
2004, the Company informed its U.S. customers that it will
increase its newsprint price by US$50 per tonne effective February
1, 2004. Also, during the fourth quarter the Company continued to
implement price increases in key international markets including
Latin America, Asia and the Middle East.

On a per tonne basis, the Company's cost of goods sold in the
fourth quarter of 2003 was 4% lower than in the same quarter of
2002. This was mainly due to the impact of a stronger Canadian
dollar reflected in the costs of the Company's U.S. mills and the
lower recycled fibre cost as well as other supplies, partly offset
by cost increases in energy and virgin fiber.

                Value-Added Groundwood Papers

According to the PPPC, North American demand for uncoated
groundwood papers increased 1.9% in the fourth quarter of 2003
compared to the same period of 2002. This increase is largely due
to continued growth in the glossy paper sector, which is driven by
the retail insert and catalog markets. For the twelve-month
period, uncoated groundwood demand increased by 2.1% compared to
the same period last year.

The Company's shipments of value-added paper grades totalled
463,000 tonnes in the fourth quarter of 2003, compared to 453,000
tonnes in the fourth quarter of 2002. This increase in shipments
was mainly attributable to the ABIcal(TM) grades, which compete in
the glossy market, and the uncoated freesheet substitute grades
ABIoffset(TM). Mill nets for the value-added segment were 14%
lower than the corresponding period last year resulting primarily
from a stronger Canadian dollar and to a lesser extent due to
lower prices.

In the quarter, transaction prices were stable compared to the
previous quarter for most paper grades of the segment.

The expected strengthening of the economy in 2004 should benefit
demand for uncoated groundwood grades. Key demand drivers for
uncoated groundwood, particularly advertising and retail sales,
are forecasted to recover in 2004.

On a per tonne basis, the Company's cost of goods sold in the
fourth quarter of 2003 was 2% lower than in the fourth quarter of
2002. This was mainly due to the impact of a stronger Canadian
dollar reflected in the costs of the Company's U.S. mill and lower
labor cost and other supplies, partly offset by cost increases in
energy and fiber.

                           Wood Products

U.S. housing starts increased by 15% from an annual rate of 1.815
million units during December of 2002 to 2.088 million units
during December of 2003. High housing starts in December were a
reflection of the low interest rate environment and the U.S.
economic recovery. During the fourth quarter of 2003, U.S. dollar
lumber prices (f.o.b. Great Lakes) increased between 10% to 29%
depending on the product compared to the same period last year. US
dollar market prices for 2 X 4 Random Length had dropped by
approximately 19% in October compared to September and rebounded
back 9% in November and December.

Sales volume in the fourth quarter of 2003, totaled 476 million
Boardfeet compared to 418 MBf for the same period in 2002. Average
mill nets for the fourth quarter of 2003 were 2% lower than in the
same quarter in 2002 as a result of a stronger Canadian dollar,
partly offset by higher lumber prices.

On January 13, 2004, the U.S. Department of Commerce, following
the North American Free Trade Agreement panel order dated
August 13, 2003, released its revised countervailing duty rate of
13.23% compared to the current rate of 18.79%. This revised rate
would only take effect in the second quarter of 2004 upon
completion of the appeal mechanism. Based on normal shipment
pattern, the impact of every 1% increase or decrease in
countervailing or anti-dumping tariffs represents, for the
Company, a change of approximately $1.8 million on net earnings
annually. On December 6, 2003, Canada and the United States came
up with a framework to settle the long-standing softwood lumber
dispute. The proposal, which has not been accepted, could have
terminated both countervailing and anti-dumping duties to return
to a quota allocation system. The Company continues to believe
that stability will only return to the lumber market once the
dispute is resolved. Abitibi-Consolidated has paid and expensed
$18 million for countervailing and anti-dumping duties during the
fourth quarter of 2003 and $77 million for the twelve-month period
ended December 31, 2003.

                  Capacity Rationalization

On December 10, 2003, the Company announced the continuation of
its focused downtime strategy by indefinitely idling the Company's
Lufkin and Port-Alfred paper mills, as of December 14, 2003,
representing an additional combined annual capacity of 432,000
tonnes of newsprint and 270,000 tonnes of other paper grades.
These actions combined with improved operating efficiencies should
reduce annual operating costs by at least $125 million.

The Company also announced the permanent closure of two previously
idled paper machines, one in Port-Alfred and one in Sheldon,
representing a combined annual capacity of 230,000 tonnes of
newsprint. Fourth quarter write-offs of $67 million ($42 million
after-tax) were taken to reflect this action.

The Company has begun 2004 with about a million tonnes of
newsprint focused downtime. Despite these announcements, the
Company anticipates selling as much, if not more, product in 2004
than in 2003. A provision for closure costs amounting to $67
million ($44 million after-tax) has been taken in the fourth
quarter of 2003. This announcement affected 580 employees at the
Lufkin mill and 640 employees at the Port-Alfred mill.

                   Other Noteworthy Events

On January 22, 2004, the Communications, Energy and Paperworkers
Union of Canada selected Abitibi-Consolidated as the pattern-
setting employer in the upcoming negotiations in eastern Canada
for a new collective agreement. Over the past few years, the
Company has sought to strengthen its partnership with its
employees and union leaders so as to create a collaborative
working atmosphere. Substantial work has been done on issues key
to both parties in preparation for future in-depth discussions at
the negotiating table. In order to promote a positive and
productive approach to the 2004 negotiations, the CEP and the
Company will be conducting negotiations prior to the expiration of
collective agreements, to resolve local issues involving
individual mills as well as major issues impacting all divisions.
As announced by the Union, these major issues include the duration
of the collective agreement, wages, benefits, pension plan and job
security.

On November 27, 2003, the Company and World Wildlife Fund Canada         
(WWF-Canada) announced that they were joining forces on a new
forestry conservation project. The Abitibi-Consolidated and WWF-
Canada partnership will work to identify high conservation value
forests (HCVF) within specific Abitibi-Consolidated woodlands in
Canada. This project was initiated in order to identify
appropriate areas for the management and protection of HCVFs.

On November 17, 2003, Abitibi-Consolidated announced that its
paper recycling program Paper Retriever(R) is available in five
additional U.S. mid-western cities. The launch of this program in
these locations will increase internal supply of recycled paper to
the Company.

On November 28, 2003, the Company ended its Small Shareholder
Selling Program that enabled registered and beneficial
shareholders who own 99 or fewer common shares of Abitibi-
Consolidated, to sell their shares without incurring any brokerage
commission. The number of participating shareholders reached
almost four thousands out of a possibility of approximately nine
thousands for a participation rate of 41%.

Since January 1, 2003, Abitibi-Consolidated has had an option to
purchase its partner's 50% interest in Alabama River Newsprint
Company and Alabama River Recycling Company (Alabama joint-
venture) at a pre-determined nominal amount. Because of this
option, in accordance with GAAP, the Company is deemed to control
the Alabama joint-venture. Consequently, Abitibi-Consolidated has
included the Alabama joint-venture's complete financial results,
assets and liabilities in its Consolidated Financial Statements as
of that date, adding US$61 million of debt to its balance sheet as
at December 31, 2003 compared to US$80 million as at
January 1, 2003.

On September 19, 2001, the Company entered into a partnership
(Exploits River Hydro Partnership) with Central Newfoundland
Energy Inc., a non-regulated subsidiary of Fortis Inc., to further
develop hydroelectric potential in Newfoundland. Abitibi-
Consolidated holds a 49% interest in the partnership. The project
has been completed, commissioned and received final approval from
Newfoundland and Labrador Hydro. Exploits River Hydro Partnership
is supplying power to the provincial grid under a long-term
contract.

                          Dividends

On December 9, 2003, the Company's Board of Directors declared a
dividend of $0.025 per share payable on January 2, 2004 to
shareholders of record as at December 19, 2003.

As well, the Company announced that, going forward, dividend
declarations will be decided upon at the same time as
announcements of quarterly results and payable within the same
quarter. In 2004, it is expected that quarterly results will be
announced on January 28, April 23, July 22 and October 22.

               Financial Position and Liquidity

Cash used by continuing operating activities totaled $1 million
for the fourth quarter ended December 31, 2003, compared to cash
generated from continuing operating activities of $186 million in
the corresponding period of 2002. The reduced cash flows from
operating activities is mainly due to lower operating results from
continuing operations and a lower positive variation in operating
working capital components, specifically accounts receivable.

Capital expenditures were $262 million for the twelve-month period
ended December 31, 2003 compared to $214 million in the
corresponding period last year. The modernization of Abitibi-
Consolidated's hydroelectric generating facilities at Iroquois
Falls, Ontario is progressing both on budget and on schedule for a
start-up in July of 2004. The $181 million project to convert
the newsprint machine at the Alma, QuEbec mill to Equal Offset(R)
began in the first quarter of 2003. The project is both on budget
and on schedule for a start-up in the second quarter of 2004
ramping up to Equal Offset(R) in the second half of 2004.
Engineering work for the China machine project has started and
construction will begin during the first quarter of 2004.

Total long-term debt amounted to $4,958 million for a ratio of net
debt to total capitalization of 0.618, as at December 31, 2003,
compared to $5,633 million or a net debt to total capitalization
ratio of 0.635 at December 31, 2002. The reduction of $675 million
of long-term debt is due to the strengthening of the Canadian
dollar since most of the Company's debt is denominated in U.S.
currency. This reduction is partly offset by the consolidation of
100% of the Alabama joint-venture. Going forward, the Company
remains committed to applying free cash flows to the reduction of
long-term debt.

The Company has ongoing programs to sell up to US$500 million of
accounts receivable, with minimal recourse, to major financial
institutions. Under these programs, the outstanding balance in
Canadian dollars, as at December 31, 2003 was $504 million
compared to $472 million at December 31, 2002.

As at December 31, 2003, the Company's deficit of the fair value
of the pension plan assets over its accrued benefit obligation was
$696 million compared to $791 million at the end of 2002. This
improvement being mainly attributable to the high return on plan
assets in the last quarter of 2003. In 2004, the Company will
perform its three-year actuarial valuation on most of its pension
plans. As a result, the Company anticipates that it will fund its
actuarial deficit over the next five years. Consequently, the
Company believes its minimum pension funding in excess of pension
expenses will be in the range of $100 million for 2004.

Abitibi-Consolidated Inc.'s December 31, 2003, balance sheet
reports a working capital deficit of about CDN$127 million.

    Disclosure Controls and Procedures and Internal Controls

In the quarter ended December 31, 2003, the Company did not make
any significant changes in, nor take any significant corrective
actions regarding, its internal controls, or other factors that
could significantly affect such internal controls. The Company's
CEO and CFO periodically review the Company's disclosure controls
and procedures for effectiveness and conduct an evaluation each
quarter. As of the end of the fourth quarter, the Company's CEO
and CFO were satisfied with the effectiveness of the Company's
disclosure controls and procedures.

              Oversight role of Audit Committee

The Audit Committee reviews, with Management and the external
auditor, the Company's quarterly MD&A and related Consolidated
Financial Statements and approves the release to shareholders.
Management and the internal auditor of the Company also
periodically present to the Committee a report of their assessment
of the Company's internal controls and procedures for financial
reporting. The external auditor periodically prepares a report for
Management on internal control weaknesses, if any, identified
during the course of the auditor's annual audit, which is reviewed
by the Audit Committee.

Abitibi-Consolidated (Moody's, Ba1 Outstanding Debentures
Rating) is the world's leading producer of newsprint and uncoated
groundwood (value-added groundwood) papers as well as a major
producer of wood products, generating sales of $ 4.8 billion in
2003. With 16,000 employees, excluding Pan Asia Paper Co. Pte Ltd
(PanAsia), the Company does business in more than 70 countries.
Responsible for the forest management of 18 million hectares,
Abitibi-Consolidated is committed to the sustainability of the
natural resources in its care. The Company is also the world's
largest recycler of newspapers and magazines, serving 17
metropolitan areas with more than 10,000 Paper Retriever(R)
collection points and 14 recycling centres in Canada, the United
States and the United Kingdom. Abitibi-Consolidated operates 27
paper mills, 21 sawmills, 4 remanufacturing facilities and 1
engineered wood facility in Canada, the U.S., the UK, South Korea,
China and Thailand.


ABITIBI-CONSOLIDATED: Will Pay Shareholders' Dividend on Feb. 6
---------------------------------------------------------------
The Board of Directors of Abitibi-Consolidated Inc. (NYSE: ABY,
TSX: A) approved a dividend payment for shareholders of record on
February 6, 2004 amounting to 2.5 cents per common share payable
on March 2, 2004.

Abitibi-Consolidated (Moody's, Ba1 Outstanding Debentures
Rating) is the world's leading producer of newsprint and uncoated
groundwood (value-added groundwood) papers as well as a major
producer of wood products, generating sales of $ 4.8 billion in
2003. With 16,000 employees, excluding Pan Asia Paper Co. Pte Ltd
(PanAsia), the Company does business in more than 70 countries.
Responsible for the forest management of 18 million hectares,
Abitibi-Consolidated is committed to the sustainability of the
natural resources in its care. The Company is also the world's
largest recycler of newspapers and magazines, serving 17
metropolitan areas with more than 10,000 Paper Retriever(R)
collection points and 14 recycling centres in Canada, the United
States and the United Kingdom. Abitibi-Consolidated operates 27
paper mills, 21 sawmills, 4 remanufacturing facilities and 1
engineered wood facility in Canada, the U.S., the UK, South Korea,
China and Thailand.


AFG PACIFIC: Seeking Authority to Hire Floyd Jones as Attorneys
---------------------------------------------------------------
AFG Pacific Properties, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, to employ Floyd Jones Rios Wahrlich PC as its Counsel.

Floyd Jones will:

     a) advise the Debtor with respect to its powers and duties;

     b) advise the Debtor with respect to the rights and
        remedies of the Estate's creditors and other parties in
        interest;
     
     c) conduct appropriate, examinations of witnesses,
        claimants and other parties in interest;

     d) prepare all appropriate pleadings and other legal
        instruments required to be filed in this case;

     e) represent the Debtor in all proceedings before the Court
        and in any other judicial or administrative proceeding
        in which the rights of the Debtor or the Estate may be
        affected;

     f) advise the Debtor in connection with the formulation,
        solicitation, confirmation and consummation of any
        plan(s) of reorganization which the Debtor may propose;
        and

     g) perform any other legal services that may be appropriate
        in connection with the continued operations of the
        Debtor's businesses.

Floyd Jones' current hourly rates are:

     Attorneys
     ---------
     Ben B. Floyd          $450 per hour
     Thomas S. Henderson   $425 per hour
     David Jones           $425 per hour
     Marvin Isgur          $425 per hour
     Randall A. Rios       $360 per hour
     Fred Wahrlich         $350 per hour
     Rhonda R. Chandler    $325 per hour
     Patrick Griffin       $250 per hour
     Blake E. Rizzo        $230 per hour
     Lynn C. Kramer        $175 per hour
     Kevin Powers          $150 per hour

     Paralegals
     ----------
     Ann Wilke             $115 per hour
     Stan Wagner           $115 per hour
     Zoe Dale              $100 per hour
     Pam Kane               $65 per hour
     Geni Holmes            $65 per hour

Headquartered in Houston, Texas, AFG Pacific Properties, Inc.,
filed for chapter 11 protection on January 5, 2004 (Bankr. S.D.
Tex. Case No. 04-30450).  Thomas S Henderson, III, Esq., at Floyd
Jones Rios Wahrlich PC, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it estimated its debts and assets at more than $10
million each.


AFTON FOOD: Inks North Bay Lease Agreement with TeleSpectrum Inc.
-----------------------------------------------------------------
Afton Food Group Ltd. (TSXV: AFF) reached an agreement with
TeleSpectrum Inc., to assume the lease obligations on the premises
from which the Company had operated a Call Center in North Bay,
Ontario. Included in this transaction with Joint Technologies, a
wholly owned subsidiary of Afton, is the purchase of certain
equipment.

"Completion of these agreements is another significant step as we
work to finalize Afton's restructuring plan and continue to
implement the Company's strategic 20 Point Plan", said Bruce
Smith, the Company's CFO. "In addition, this agreement will have a
positive impact on the Company's cash flow and eliminates certain
lease obligations. These agreements with Telespectrum allow
management to focus its energies on maximizing operational
resources, strengthening its brands and improving overall
profitability through expansion and growth of system sales".

Afton is a leading franchisor in the Quick Service Restaurant
industry with locations throughout Canada operating under two
principal brands, 241 Pizza(R) and Robin's Donuts(R).

At September 30, 2003, the Company's current debts exceeded its
current assets by about CDN$1 million.


AIRGAS INC: December-Quarter Results Reflect Slight Improvement
---------------------------------------------------------------
Airgas, Inc., (NYSE:ARG) reported earnings for its third quarter
ended December 31, 2003.

Net earnings for the quarter were $20.9 million, or $0.28 per
diluted share, compared to $16.7 million, or $0.23 per diluted
share, in the same period a year ago. The results for the recently
completed quarter include a non-recurring after-tax gain of $1.7
million, or $0.02 per diluted share, at National Welders Supply
Company, a joint venture affiliate.

Third quarter sales increased 3.8% to $451.9 million, and total
same-store sales were up 1% compared to the same quarter a year
ago, reflecting some improvement in manufacturing and other
industrial segments. Same-store sales in the Distribution segment
were up 1%, driven by a 3% gain in hardgoods and a slight gain in
gas and rent. Same-store sales for the Gas Operations segment
increased 1%.

Net earnings for the nine months ended December 31, 2003 were
$0.79 per diluted share compared to prior year results of $0.69
per diluted share. The nine months ended December 31, 2003 include
insurance-related losses of $2.8 million ($1.7 million after tax),
or $0.02 per diluted share, for previously announced incidents at
two of the Company's facilities, offset by the gain of $0.02 per
diluted share mentioned above. The nine months ended December 31,
2002 included charges of $2.9 million ($2.2 million after tax), or
$0.03 per diluted share, primarily related to a special charge for
the integration of the Air Products acquisition ($2.7 million).

"I was pleased to see the sales momentum in the third quarter,"
said Airgas Chairman and Chief Executive Officer Peter McCausland.
"We saw clear evidence of industrial recovery with good growth in
our hardgoods business. The recovery is still in its early stages,
so our outlook remains cautiously optimistic. However, as the
industrial economy continues rebounding, we expect our higher
margin gas business to respond as well, contributing favorably to
overall profitability. Fourth quarter earnings are expected to
range from $0.26 to $0.29 per diluted share."

Free Cash Flow for the nine months ended December 31, 2003 was $57
million compared to $71 million in the prior year. The year over
year decline is attributable to inventory build related to the
economic recovery and capital expenditures in growth areas
including medical, microbulk and bulk gases. The Company reduced
adjusted debt by $51 million through the third quarter. The
definition of free cash flow and a reconciliation to the attached
Consolidated Statement of Cash Flows, as well as the definition of
adjusted debt and a reconciliation to the balance sheet are
attached.

McCausland continued, "Earlier this week, we announced our intent
to acquire the majority of BOC's U.S. packaged gas business. This
is a good opportunity for Airgas, one which fills in some gaps in
our national network and which will bring additional specialty gas
capabilities. This proposed acquisition, which is expected to
close in mid 2004, will build on our strengths and will help us
meet our commitment to build value over the long term. We are
positioned well financially to execute this transaction."

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


AL MUEHLBERGER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Al Muehlberger Concrete Construction, Inc.
        4512 Speaker Road
        Kansas City, Kansas 66106

Bankruptcy Case No.: 04-20212

Type of Business: The Debtor is a Concrete Contractor and
                  Builder, road maintenance with services like
                  repairs, paving, residential and others.

Chapter 11 Petition Date: January 23, 2004

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Thomas M. Mullinix, Esq.
                  Evans & Mullinix, P.A.
                  7225 Renner Road Suite 200
                  Shawnee, KS 66217
                  Tel: 913-962-8700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
IRS Special Procedures        Past due 941 taxes      $1,647,066
271 W. 3rd St. N. Ste 3000
STOP 5333 WIC
Wichita, KS 67202-1212

Century Concrete Inc.         Business debt             $219,244

Pennys Concrete               Business debt             $126,307

WyCo Treasury Office          Business debt             $106,909

Daniel Muehlberger            Loan                      $106,733

Carter Waters Corporation     Business debt              $94,763

Cement Masons                 Business debt              $85,816

Lafarge Construction          Business debt              $80,787
Materials

Benchmark Construction        Business debt              $71,350
Enterprises

Laborer Fringe Benefit        Business debt              $60,834
Program

Fordyce Concrete Company      Business debt              $54,186

Geiger Ready Mix              Business debt              $50,994

Rebar Inc.                    Business debt              $50,380

Goedecke                      Business debt              $45,050

BSC Steel Inc.                Business debt              $29,143

Inland Quarries               Business debt              $24,494

Carpenter Fringe Benefit      Business debt              $22,643
Program

Operating Engineers Local     Business debt              $17,339
101 Fringe Benefits Funds

Brundage Bone Concrete        Business debt              $16,968
Pumping

Carter Energy                 Business debt              $13,581


ALLIANT TECHSYSTEMS: S&P Places Low-B Ratings on Watch Negative
---------------------------------------------------------------  
Standard & Poor's Ratings Services placed its ratings on Alliant
Techsystems Inc., including the 'BB-' corporate credit rating, on
CreditWatch with negative implications.

"The CreditWatch placement follows the company's announcement that
it will be acquiring Mission Research Corp.," said Standard &
Poor's credit analyst Christopher DeNicolo. The exact purchase
price and financing details have not been disclosed, but reports
indicate the price to be as much as $230 million. The transaction
is likely to be financed with debt. MRC develops advanced
technologies that address national security and homeland defense
requirements, including directed energy, electro-optical and
infrared sensors, and aircraft sensor integration, with $170
million to $180 million in annual revenues. The increased debt for
the acquisition will likely result in material deterioration in
Alliant's credit measures, which are generally above average for
the rating.

The existing ratings on Alliant reflect an active acquisition
program and a somewhat aggressively leveraged balance sheet, but
also its overall satisfactory credit ratios and leading market
positions. Hopkins, Minnesota-based Alliant manufactures solid
rocket motors, conventional munitions, composite structures,
fuses, and sensors.

The April 2001 debt-financed acquisition of Thiokol Propulsion
Corp., a leading supplier of rocket propulsion systems,
strengthened Alliant's existing propulsion operations. Alliant's
diversification, although improved, remains somewhat limited.
Recent acquisitions have focused on the high-priority precision-
guided munitions area, resulting in Alliant being awarded a $223
million development contract for the Navy's Advanced Anti-
Radiation Guided Missile. This contract is significant as it is
the first time Alliant was named the prime contractor for a major
missile system. The company's ammunition business is expected to
benefit from government funding to replenish stocks used up in the
Iraq war. The firm's long-lived programs and healthy backlogs
(around $5 billion at Dec. 31, 2003) provide a high level of
predictability to revenues and profits.

Alliant also produces the reusable solid rocket motors for the
Space Shuttle (around 15% of revenues). As a result of the
suspension of shuttle flights after the Columbia tragedy in
February 2003, NASA has recently asked Alliant to slow down
production. However, this has not yet resulted in a material
reduction in the revenues or cash flows received by Alliant under
the contract. The commission investigating the disaster released
its report in August 2003 and NASA has said that flights could
resume no sooner than the fall of 2004. Although there are still
uncertainties regarding the timing of the first post-Columbia
launch, as well as the long-term status of the shuttle program and
the impact of President Bush's initiatives to explore the moon and
Mars, the near-term financial impact on Alliant is likely to be
minimal.

Standard & Poor's will meet with the company to discuss the
strategic rationale for the MRC acquisition and financing plans.
The overall impact on Alliant's business and financial profile
will determine if ratings are affirmed or lowered.


AMERICA WEST: Will Present at Goldman Sachs Conference Wednesday
----------------------------------------------------------------
America West Airlines, Inc., a subsidiary of America West Holdings
Corporation (NYSE: AWA), will conduct a live audio webcast of the
presentation by Doug Parker, chairman and chief executive officer,
at the upcoming Goldman Sachs 19th Annual Transportation
Conference 2004 on Wednesday, Feb. 4, 2004.  

Parker and other airline employees will visit the New York Stock
Exchange (NYSE) the same day and Parker will ring The Closing
Bell(TM).

Parker's presentation at the transportation conference is
scheduled at 9 a.m. EST.  The webcast will be available to the
public at the company's Web site, http://www.americawest.com/ An  
archive of the webcast and accompanying slide presentation will be
available on the Web site.  Listeners to the webcast will need a
current version of MediaPlayer or RealPlayer software and at least
a 14.4 kbps connection to the Internet.

America West Airlines is the nation's second largest low-fare
airline and the only carrier formed since deregulation to achieve
major airline status. America West's 13,000 employees serve nearly
55,000 customers a day in 93 destinations in the U.S., Canada,
Mexico and Costa Rica.

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


AMERICAN FINANCIAL: Offering $100MM of 7-1/8% Senior Debentures
---------------------------------------------------------------
American Financial Group, Inc. (NYSE: AFG) announced the offering
of $100 million of 7-1/8% Senior Debentures due February 3, 2034.  

The Company has granted the underwriters an option to purchase up
to an additional $15 million of Debentures to cover
over-allotments, if any.  The Debentures were priced at 100% of
their principal amount and are redeemable on or after February 3,
2009 at 100% of their principal amount plus accrued and unpaid
interest to the redemption date.  The Company has filed an
application to list the Debentures on The New York Stock Exchange.

The closing of the offering is expected to occur on February 3,
2004, and is subject to customary closing conditions.  The
Debentures will be sold pursuant to the Company's shelf
registration statement.

The net proceeds from the offering will be used to redeem all of
the $95.5 million liquidation amount outstanding of American
Financial Capital Trust I 9-1/8% preferred securities.  Thirty-day
call notices will be mailed early in February.

The Debentures may be offered only by means of a Prospectus
Supplement and accompanying base Prospectus.  Merrill Lynch & Co.
acted as the book running lead manager of the offering.  A copy of
the Prospectus Supplement and accompanying base Prospectus
relating to the offering may be obtained from Merrill Lynch & Co.,
4 World Financial Center, New York, NY 10080.

Through the operations of Great American Insurance Group, AFG
(A.M. Best, bb+ Preferred Securities Rating) is engaged primarily
in property and casualty insurance, focusing on specialized
commercial products for businesses, and in the sale of annuities,
life and supplemental health insurance products.


AMERIKING INC: Court Fixes February 6 as General Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
February 6, 2004, as the deadline for creditors of Ameriking,
Inc., and its debtor-affiliates, to file their proofs of claim
against the Debtors or be forever barred from asserting their
claims.

Creditors must file their written proofs of claim before 4:00 p.m.
on Feb. 6.  Claims must be addressed to the Court-Approved Claims
Agent, at:

        Delaware Claims Agency, LLC
        Ameriking, Inc., et al. Claims Agent
        103 W. 7th Street, 3rd Floor
        PO Box 515
        Wilmington, DE 19899

Four categories of claims are exempted from the bar date:

        1. claims previously allowed by Order of the Court;

        2. claims already paid by the Debtors;

        3. claims correctly listed in the Debtors' Schedules; and

        4. claims arising solely on account of ownership of
           interests in the Debtors' estates.

AmeriKing, Inc, operates approximately 329 franchised
restaurants through its subsidiaries.  The Company filed for
chapter 11 protection on December 4, 2002 (Bankr. Del. Case No.
02-13515).  Christopher A. Ward, Esq., and Neil B. Glassman,
Esq., at The Bayard Firm represent the Debtors in their
restructuring efforts.  When the Company filed protection from
its creditors, it listed $223,399,000 in assets and $291,795,000
in debts.


AMKOR TECHNOLOGY: Fourth-Quarter 2003 Results Show Solid Growth
---------------------------------------------------------------
Amkor Technology, Inc. (Nasdaq: AMKR) reported fourth quarter
sales of $459 million, up 8% sequentially and up 23% over the
fourth quarter of 2002.  

Amkor's fourth quarter net income was $23 million, or $0.13 per
share, compared with a loss of $196 million, or $1.19 per share,
in the fourth quarter of 2002.

Amkor's fourth quarter 2003 net income includes a $7 million gain
on the sale of a marketable security partially offset by $5
million in debt retirement costs associated with the repurchase of
convertible notes.  Amkor's $196 million loss in the fourth
quarter of 2002 included $172 million in non-cash charges
associated with (i) establishment of a $129 million valuation
allowance against deferred tax assets; (ii) a $33 million
impairment in Amkor's investment in Anam Semiconductor, Inc. and
(iii) $10 million of estimated costs to consolidate two factories.

For the full year, revenue was $1.6 billion compared with $1.4
billion in 2002.  Amkor's net income in 2003 was $2 million, or
$0.01 per share, compared with a loss of $827 million, or $5.04
per share, in 2002.

"We have completed a year of significant accomplishment and
believe that 2004 will present exceptional growth opportunities
for Amkor," said James Kim, Amkor's chairman and chief executive
officer.  "Our 2003 results exceeded our initial expectations and
were achieved during a year in which we realigned our operating
structure, enhanced our balance sheet and strengthened our product
development, sales and support organizations.  These strategic
initiatives place Amkor in an excellent position to drive
continued expansion of the outsourcing model for semiconductor
assembly and test."

"Since 2001 we have cautiously managed our business in an
environment of economic uncertainty and cloudy visibility,"
continued Kim.  "This environment began to change during 2003 as
customer demand improved.  We believe the semiconductor industry
is now entering a period of strong expansion. We are seeing
strength in the communications, computer and consumer markets.  
During the fourth quarter our customer forecasts continued to
strengthen, and we now expect to achieve revenue growth in the
first quarter of 2004, which is a significant reversal of what is
normally a seasonally down quarter. Historically, a sequential
increase in our first quarter sales has always signaled a strong
year for Amkor.  Last quarter I said we were positioning Amkor to
achieve $2 billion in revenue in 2004; I now believe we will
exceed $2 billion."

"In response to broad-based customer demand we have re-ignited
Amkor's growth engine and are aggressively moving to increase
production capacity to meet demand that our customers are already
forecasting," continued Kim. "We are focused on asserting our
leadership position in key package technologies. We have budgeted
first quarter capital expenditures of $200 million to accommodate
robust customer demand and expand our operational footprint in
Taiwan and China.  We will most likely spend between $300 and $500
million for 2004."

"We see 2004 as a year of great promise for Amkor.  We intend to
accommodate growth opportunities while improving our capital
structure, and we remain committed to de-levering the balance
sheet," said Kim.

"Over the past year we've experienced unprecedented demand for
stacked CSP, chip scale BGA, system-in-package, MicroLeadFrame(R),
camera modules and other advanced package families that are
especially well suited for wireless and digital consumer
electronic applications," said Bruce Freyman, Amkor's newly
appointed president and chief operating officer.  "We've also had
exceptional demand for several legacy package families, and for
strip test. During this period we've significantly increased
manufacturing capacity and engineering support for the high-growth
areas of our business.  We are stepping up our product development
and R&D activities to ensure that our packaging and test
capabilities continue to keep pace with advances in the front end.  
We also are working on a variety of innovative design
collaborations with several OEMs."

"Fourth quarter gross margin was 25%.  As our business expansion
program moves into high gear in Q1 and Q2, our goal will be to
increase production capacity to get ahead of customer demand,"
said Ken Joyce, Amkor's chief financial officer.  "We expect the
associated depreciation expenses and to a lesser extent factory
operating expenses to put some downward pressure on gross margin
in the first quarter of 2004, with minimal impact on operating
margin as first quarter SG&A expenses should increase only
modestly."

"During 2003 we strengthened our capital structure -- reducing
debt by $129 million and increasing shareholders equity by $147
million through the issuance of common stock.  Our 2003
initiatives have yielded annualized interest expense savings of
$15 million," said Joyce.

"As Jim Kim stated, we expect to grow significantly this year, and
to support this robust growth we continue to evaluate strategies
to further enhance our capital structure.  We are prepared to
supplement our cash resources with proceeds from capital market
activities depending on the pace of our capital expenditure
program," said Joyce.

Selected operating data for the fourth quarter and full year 2003
is included on a separate page of this release.

                       Business Outlook

Our customers' forecasts have continued to build through most of
the fourth quarter.  On the basis of these forecasts, we have the
following expectations for the first quarter of 2004:

     --  Sequential revenue increase in the range of 2% to 4%.
     --  Gross margin around 24%.
     --  Net income in the range of 8 to 11 cents per diluted
         share.

The provision for U.S. taxes related to our positive earnings is
offset by the use of net operating loss carryforwards.  We
anticipate recognizing approximately $6 million per quarter in
foreign tax expense.  At December 31, 2003 our company had U.S.
net operating losses totaling $405 million expiring between 2021
and 2023.  Additionally, at December 31, 2003 we had $49 million
of non-U.S. net operating losses available for carryforward,
expiring between 2003 and 2012.

Amkor Technology, Inc. (S&P, B Corporate Credit and Senior Debt
Ratings, Stable) is the world's largest provider of contract
semiconductor assembly and test services.  The company offers
semiconductor companies and electronics OEMs a complete set of
microelectronic design and manufacturing services.  More
information on Amkor is available from the company's SEC filings
and on Amkor's Web site: http://www.amkor.com/


AMNIS SYSTEMS: Completes Workout, Ceasing Video Networking Ops.
---------------------------------------------------------------
Amnis Systems Inc. (OTC Bulletin Board: AMNM), a global provider
of networked streaming video systems, announced a complete
corporate restructuring.  

As part of the restructuring, the corporation has ceased its video
networking operations. Several key employees have remained to
complete the company's year end audit and to evaluate potential
acquisition candidates.  Market acceptance of new technologies in
the video networking industry were cited for the decision to cease
operations.  The introduction of new standards slowed the
deployment of new equipment installations as many organizations
have taken a "wait and see" approach.  

"The rapid emergence of H.264 as a viable video networking
standard have had a negative effect on several major projects,"
said Scott MacCaughern, Chairman of Amnis Systems.  "This resulted
in a business model that pushed the company's break even point out
by several quarters."  The company is currently in discussion with
several potential acquisition candidates although we cannot
provide any guarantee that we will be able to finalize any
acquisition.

Amnis Systems Inc., which acquired Optivision, Inc. in 2001, until
it ceased operations had been engaged in the networked streaming
video market. The Company is currently attempting to finalize a
definite agreement with potential acquisition candidate or, in the
alternative locate and negotiate with a business entity for the
merger of that target business into the Company.  The Company may
seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to
expand into new products or markets, to develop a new product or
service, or for other corporate purposes. No assurances can be
given that the Company will be able to enter into a business
combination, as to the terms of a business combination, or as to
the nature of the target business.

At Sept. 30, 2003, Amnis Systems' balance sheet shows a total
shareholders' equity deficit of about $8 million.


ANALYTICAL SUVEYS: President & CEO Norman Rokosh Resigns
--------------------------------------------------------
Analytical Surveys, Inc. (Nasdaq: ANLT), the leading provider of
utility-industry data collection, creation and management services
for the geographic information systems markets, announced that
Norman Rokosh has resigned as President and Chief Executive
Officer of the Company, effective February 29, 2004, and as a
member of the Board of Directors of the Company, effective
immediately, for personal and family reasons.  

Mr. Rokosh will continue to work with the Company in a consulting
role after February to ensure a smooth transition to new
leadership for the Company. He joined ASI in July 2000 and was
charged with heading a major corporate restructuring effort.

"Norm has been a strong contributor to ASI and we thank him for
his years of valuable service," said Mr. J. Livingston Kosberg,
Chairman of the Board of Directors.  "The last in a series of
major corporate hurdles was conquered when the Company prevailed
in an arbitration ruling in December 2003.  Norm has endured an
extremely long commute since the Company relocated its
headquarters from Indianapolis to San Antonio more than a year
ago.  We wish him well in his future endeavors, and we look
forward to his assistance in this management transition over the
coming months.

Analytical Surveys Inc., provides technology-enabled solutions and
expert services for geospatial data management, including data
capture and conversion, planning, implementation, distribution
strategies and maintenance services.  Through its affiliates, ASI
has played a leading role in the geospatial industry for more than
40 years.  The Company is dedicated to providing utilities and
government with responsive, proactive solutions that maximize the
value of information and technology assets.  ASI is headquartered
in San Antonio, Texas and maintains operations in Waukesha,
Wisconsin. For more information, visit http://www.anlt.com/

As reported in Troubled Company Reporter's January 8, 2004
edition, Analytical Surveys, Inc. said that its financial
statements issued on December 29, 2003, contained a going-concern
qualification from its auditors relating to the Company's fiscal
2003 financial statements.  

The Company's independent auditor, KPMG, LLP, issued such a
going-concern qualification on the financial statements of the
Company for each fiscal year since the fiscal 2000 results were
reported on January 17, 2001. The going-concern qualification was
issued by KPMG based on the significant operating losses reported
in fiscal 2003 and 2002 and a lack of external financing to fund
working capital and debt requirements.

Since fiscal 2000, ASI has replaced the Board of Directors and
senior management team, eliminated all bank debt and recapitalized
the Company with a convertible debenture, and is implementing a
corporate turnaround effort designed to improve operating
efficiencies, reduce and eliminate cash losses and position ASI
for profitable operations.  Additionally, the Company's sales and
marketing team is pursuing market opportunities in both
traditional digital mapping and newly launched data management
initiatives.


ARVINMERITOR INC: President and COO Terry O'Rourke Steps Down
-------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) announced that Terry O'Rourke is
resigning from his position as president and chief operating
officer, as well as from the Board of Directors, to pursue
opportunities outside of the company.  The COO position will be
eliminated.

"We are grateful for Terry's commitment to our organization and
appreciate his many contributions to the growth and success of
ArvinMeritor -- first as the leader of the LVS organization and
then as COO," said ArvinMeritor Chairman and CEO Larry Yost.  
"Terry's comprehensive industry insight, broad experience and
intense customer focus have been valuable assets to our company."

O'Rourke joined the organization as president of the company's
Light Vehicle Systems business group in March 1999, from a
position as group vice president and president of Lear
Corporation's Ford Division.  With more than 25 years in the
automotive industry, he served also in a number of management
roles with the Ford Motor Company.  O'Rourke was named
ArvinMeritor COO and a member of the Board of Directors in May
2002.

ArvinMeritor, Inc. (S&P, BB+ Corporate Credit Rating, Negative
Outlook) is a premier $8-billion global supplier of a broad range
of integrated systems, modules and components to the motor vehicle
industry.  The company serves light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and related
aftermarkets. Headquartered in Troy, Mich., ArvinMeritor employs
approximately 32,000 people at more than 150 manufacturing
facilities in 27 countries.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.  For more information, visit the company's Web
site at http://www.arvinmeritor.com/


ATLANTIC COAST: Reports Solid Growth for Fourth-Quarter 2003
------------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI), parent of
Atlantic Coast Airlines, reported annual net income of $82.8
million ($1.82 per diluted share) compared to 2002 net income of
$39.3 million ($0.85 per diluted share) in accordance with
Generally Accepted Accounting Principles (GAAP). The company's net
income for 2003 includes:

     -- Credits from the reversal of the J-41 turboprop early
        retirement charges recorded in prior years net of early
        retirement charges for aircraft removed from service in
        the fourth quarter of 2003

     -- Costs related to the company's defense of a hostile
        takeover bid

     -- A reduction in a reserve taken in 2001 to correct
        deficiencies of the company's 401(k) plan

     -- Government compensation relating to the events of
        September 11, 2001

Excluding these charges and credits, the company would have
reported net income of $70.5 million ($1.55 per diluted share)
compared to $53.9 million ($1.17 per diluted share) for 2002. A
reconciliation of results as reported in accordance with GAAP to
pro-forma results for 2003 and 2002 is included in the Pro-Forma
Financial Results table at the end of this press release.

For the fourth quarter 2003, the company reported net income of
$13.7 million (30 cents per diluted share) compared to a net loss
of $(1.0) million (2 cents per diluted share) in 2002. The results
for the fourth quarter of 2003 include the following charges and
credits not related to normal operations:

     -- A reduction of the estimated effective tax rate for 2003
        from 41% to 38.8%

     -- Early retirement costs related to three J-41 turboprops

     -- Costs related to the company's defense of a hostile
        takeover bid

     -- A reduction in a reserve taken in 2001 to correct
        deficiencies of the company's 401(k) plan

Excluding these charges and credits net income would have been
$21.0 million (46 cents per diluted share) compared to $12.5
million (28 cents per diluted share) for the fourth quarter of
2002. A reconciliation of results as reported in accordance with
GAAP to pro-forma results for both 2003 and 2002 is included at
the end of this press release in the table entitled "Pro-Forma
Financial Results".

Atlantic Coast Airlines currently operates as United Express and
Delta Connection in the Eastern and Midwestern United States as
well as Canada. On July 28, 2003, the company announced plans to
operate as Independence Air -- an independent low-fare airline
based at Washington Dulles International Airport -- once it ceases
to operate as a United Express carrier.

The company continues to report excellent progress toward the
implementation of its Independence Air business plan. While the
timing of the transition schedule that would lead to the
completion of ACA's participation in the United Express program
remains in the hands of United Airlines and the bankruptcy court,
much of the planning and infrastructure for the operation and
marketing of Independence Air is well along in development. Among
the elements now being finalized:

     -- The transition of ground-handling operations at ACA's
        Chicago O'Hare hub to United Express operator Air
        Wisconsin is nearly complete.  This process -- which has
        been underway since late last year -- is expected to be
        completed by the end of February.

     -- Station operations and ground-handling at six former ACA
        line stations that are not expected to be served by
        Independence Air have now been transitioned to United
        Express operator SkyWest.

     -- The route plan, flight schedule, fare structure, ticketing
        policies and other customer service programs are
        substantially complete and will be announced prior to
        initial Independence Air operations.

     -- A comprehensive marketing, public relations and
        advertising plan is nearing completion.  The company is
        planning to make significant expenditures in the first
        year of Independence Air operations on a full schedule of
        print, broadcast and online advertising in the Washington,
        DC metropolitan area and across the country.  The campaign
        is being designed to promote the Independence Air brand
        and to introduce the public to a compelling new choice for
        low-fare air travel.

     -- A new Independence Air service training plan, as well as
        new-hire orientation and re-orientation programs for
        existing employees are well underway.

     -- The selection of an in-flight entertainment system for the
        previously-ordered 25 Airbus A320s and A319s will be
        announced shortly.

Once fully implemented, the Independence Air hub at Washington
Dulles will be the largest low-fare hub in America, with over 350
daily departures to 50 destinations on the East Coast, Florida,
the Midwest and West Coast. Service will be provided using a fleet
of over 100 jets, including the Airbus aircraft and the fast,
convenient CRJ.

The "preview" Web site for Independence Air is available now at
http://www.flyi.com/ Once an official start date for service is  
announced, customers will be able to make reservations directly on
the site. Web visitors who sign up for membership to the i club
will receive additional information about Independence Air
services, and be offered the opportunity to take advantage of
special offers and promotions available only to members.

The company has a fleet of 145 aircraft -- including a total of
120 regional jets -- and offers over 840 daily departures, serving
84 destinations. The company employs approximately 4,400 aviation
professionals.

For more information about Atlantic Coast Airlines Holdings, Inc.,
please visit http://www.atlanticcoast.com/ For more information  
about Independence Air, please visit our "preview" site at
http://www.flyi.com/  

ACA (S&P, B- Corporate Credit Rating, Developing) currently
operates as United Express and Delta Connection in the Eastern and
Midwestern United States as well as Canada.  On July 28, 2003, ACA
announced plans to establish a new, independent low-fare airline
to be based at Washington Dulles International Airport -- to be
called Independence Air. The company has a fleet of 145 aircraft -
- including a total of 120 regional jets -- and offers over 840
daily departures, serving 84 destinations.  ACA employs
approximately 4,600 aviation professionals.

The common stock of parent company Atlantic Coast Airlines
Holdings, Inc. is traded on the Nasdaq National Market under the
symbol ACAI.


AUSPEX SYSTEMS: Kellogg Capital Discloses 11.2% Equity Stake
------------------------------------------------------------
Kellogg Capital Group, LLC beneficially owns 5,147,693 shares of
Auspex Systems, Inc.'s common stock.  The amount held represents
11.2% of the total outstanding common stock of Auspex Systems.  
Kellogg Capital Group holds sole voting and dispositive powers.

On November 13, 2003, following a hearing that was duly noticed to
creditors and equity interest holders, the United States
Bankruptcy Court Northern District of California San Jose Division
executed an order entitled "Order Confirming First Amended Plan of
Liquidation" by which the Bankruptcy Court confirmed the First
Amended Plan of  Liquidation for Auspex Systems, Inc.


AVISTA CORP: Financial Recovery Plan Yields Solid Results for 2003
------------------------------------------------------------------
Avista Corp. (NYSE: AVA) reported fourth-quarter 2003 consolidated
net income available for common stock of $15.1 million or $0.31
per diluted share.

For the fiscal year ended Dec. 31, 2003, consolidated net income
available for common stock was $43.4 million or $0.89 per diluted
share.
    
            Results for fourth quarter and year-end 2003:

($ millions except
per-share data)  Q4 2003     Q4 2002       FY 2003       FY 2002
                 ---------   ---------     ---------     ---------   
Consolidated
Revenues        $309,008     $287,396     $1,123,385   $1,062,916

Income from
Operations      $44,485      $42,178       $171,703     $157,142

Net Income Available
for Common Stock $15,083     $10,899        $43,379      $28,905

                         Business Segments:

(Earnings per diluted share)

Avista Utilities    $0.33      $0.23        $0.72       $0.71

Energy Marketing
& Resource
Management         $(0.01)    $0.06        $0.43       $0.47

Avista Advantage   --          $(0.01)      $(0.03)    $(0.09)

Other               $(0.01)    $(0.04)      $(0.10)    $(0.26)

SUBTOTAL
(continuing
operations)        $0.31      $0.24        $1.02       $0.83

Avista Labs &
Avista Communications
(discontinued
operations)         --        $(0.01)      $(0.10)    $(0.14)

SUBTOTAL (before
cumulative effect
of accounting change) $0.31   $0.23        $0.92      $0.69
Cumulative effect
of accounting
change               --         --         $(0.03)    $(0.09)

TOTAL - (Earnings
per diluted share) $0.31      $0.23        $0.89       $0.60

"Our overall performance was solid for 2003, as we continue to
execute on our financial recovery plan," said Avista Chairman,
President and Chief Executive Officer Gary G. Ely. "We set goals,
and we met them, including hitting our financial targets, reducing
interest expense by almost $12 million in 2003 over 2002,
continuing positive operating cash flows and keeping operations
within budget without sacrificing reliability or safety. As a
result, we were able to raise the common stock dividend by 4.2
percent in August. In addition, we obtained an external infusion
of cash for Avista Labs while retaining upside potential in the
fuel cell business.

"At midyear we revised our earnings guidance upward and then met
that guidance despite temperatures that were slightly warmer than
expected and the write-down of an asset, both in the fourth
quarter," Ely added. "Avista is moving in the direction we set,
meeting and exceeding targets, and resolving the regulatory and
financial challenges we faced for the past few years."

              Q4 2003 and Year-End Highlights

Avista Utilities:  Effective Oct. 1, Avista received regulatory
approval of a 10 percent, or $6.3 million, general rate increase
in Oregon. In Idaho, Avista recently received approval of a new
10-year electric power purchase and sale agreement with its
largest retail customer, Potlatch Corporation, including full
recovery of the costs associated with the agreement.

In addition, purchased gas cost adjustment price increases were
approved in all four states in the fall of 2003 to more closely
align the costs of natural gas used to serve customers with the
rates paid by customers.

Several issues are currently awaiting state regulatory action,
including a review of purchased gas costs in Washington that were
approved in Q3 2003, subject to refund pending further review, and
a decision regarding continuation of the Washington natural gas
benchmark mechanism. During the second half of 2003, we recognized
the impact of the proposed $2.5 million settlement of the
Washington Energy Recovery Mechanism (ERM) case. The settlement is
awaiting approval by the Washington Utilities and Transportation
Commission. The Idaho Public Utilities Commission, in approving
the continuation of Avista's 19.4 percent power cost adjustment
surcharge, stated that it will review, in the upcoming general
rate case, the prudence of $11.9 million of prior natural gas
purchases for thermal generation. Avista plans to file the
electric and natural gas general rate case in early February.

The company continued to see steady customer growth in 2003, with
nearly a 2 percent gain in electric customers and nearly a 3
percent gain in natural gas customers over 2002, meeting our
growth projections for the year.

Stream flows during 2003 were approximately 85 percent of normal,
and hydro production was approximately 500 average megawatts, or
90 percent of normal. The fourth quarter 2003 saw temperatures in
Avista's four-state service territory that were slightly warmer
than normal for the period, resulting in lighter than expected
natural gas loads. The combination of below normal hydro and above
normal temperature deviations negatively impacted the company's
gross margins and cash flows for 2003. Despite a series of early
winter snow storms, precipitation throughout our system has been
below normal since early January 2004. Forecasts for 2004, based
on assumptions of normal precipitation and temperatures for the
balance of the year, call for run-off of 102 percent in the
Spokane River, 91 percent in the Clark Fork River, and 95 percent
in the Columbia River at The Dalles, Ore. Initial indications for
2004 hydro generation are for it to be approximately 97 percent of
normal.

The continued tight balance between supply and demand for natural
gas is a major contributor to ongoing price volatility in natural
gas, and this is expected to continue through the heating season.

To reinforce the electric transmission grid in Eastern Washington
and North Idaho, Avista Utilities, in collaboration with the
Bonneville Power Administration, is building and upgrading
transmission infrastructure that will improve the delivery of
electricity to meet existing and future power needs in Avista's
service territory. The projects will relieve current transmission
congestion in the area and improve system reliability. It will
also provide additional transmission capacity to meet future
growth needs in the region. Avista's transmission investment has
started and will be complete in 2006. The projects represent over
$100 million in infrastructure investment, which are included in
Avista's forecasted capital expenditures.

Energy Marketing and Resource Management:  Avista Energy had net
earnings of $0.05 per diluted share and Avista Power had a net
loss of $0.06 per diluted share for the fourth quarter 2003.

Avista Energy continues to be a solid performer in this business
segment, with positive earnings for the fourth quarter 2003 and
for year end. The company maintains its focus on asset-backed
optimization of combustion turbines and hydroelectric assets owned
by other entities, long-term electric supply contracts, natural
gas storage, and electric and natural gas transmission and
transportation arrangements. Avista Energy is also involved in the
trading of electricity and natural gas, including derivative
commodity instruments.

The Energy Marketing and Resource Management business segment
shows a loss in the fourth quarter 2003, after Avista recorded an
after-tax impairment charge of $3.2 million related to an LM 6000
generator owned by Avista Power. Four of these units were
purchased during the energy crisis of 2000 and 2001 to be used in
a non-regulated generation project. Three of the units were sold
in 2001. The company planned to install the remaining unit, but
recent power supply conditions indicate it will not be needed in
the near term. The value of the remaining LM6000 has been written
down to approximate market value, and we are working to sell the
unit so that we can reinvest those dollars.

Avista Advantage:  This business segment continues to be cash flow
positive and is on track to be earnings positive by mid-2004.
Avista Advantage grew revenues by 17 percent in 2003 over 2002,
and its costs of processing a bill declined by 33 percent in that
same time frame.

Recent Coyote Springs 2 Development:  On Jan. 15, 2004, operating
indicators at the Coyote Springs 2 project noted a potential
internal arcing problem in the plant step-up transformer (the main
transformer connecting the plant to the grid). Numerous tests were
conducted and found that internal arcing had in fact occurred,
however the internal inspection found no visible cause. The
manufacturer has determined that the only way to find the cause is
to return the transformer to its repair facility. The
manufacturer's initial estimates are that the transformer could be
repaired and returned to the Coyote Springs site by June 30, 2004.  
All costs related to repair of the equipment are covered by the
manufacturer's warranty. Due to economic dispatch, the plant was
off line and was not scheduled to operate as part of Avista's
resource mix until the third quarter of 2004 and thus should have
little impact on supply or cost, based on forward price curves.

               Outlook and Earnings Guidance

Avista reaffirms its 2004 consolidated corporate earnings outlook
of between $1.00 to $1.20 per diluted share, with the outlook for
Avista Utilities in the range of $0.75 to $0.90 per diluted share
and for the Energy Marketing and Resource Management segment in a
range of $0.25 to $0.35 per diluted share. It is anticipated that
Avista Advantage will have break-even to slightly positive
earnings for 2004, and in the Other segment, the company
anticipates a lower earnings drag than in 2003. Plans call for the
continuation of current business strategies, focusing on improving
cash flows and earnings, controlling costs and reducing debt while
working to restore investment-grade credit ratings. The company
expects the utility business to continue its modest, yet steady,
customer growth of 2 to 3 percent in both the electric and natural
gas businesses.

On average, Avista is not earning the allowed rates of return
authorized in the states we serve. The company will continue to
work with regulators to attain the revenues needed to more closely
align earned returns with those authorized, while continuing
reliable, cost-effective and safe service to our customers.

Avista Corp. (S&P, BB+ Corporate Credit Rating, Stable) is an
energy company involved in the production, transmission and
distribution of energy as well as other energy-related businesses.
Avista Utilities is a company operating division that provides
electric and natural gas service to customers in four western
states. Avista's non-regulated subsidiaries include Avista
Advantage, Avista Labs and Avista Energy. Avista Corp.'s stock is
traded under the ticker symbol "AVA" and its Internet address is
http://www.avistacorp.com/


BETHLEHEM STEEL: Court Okays Gazes & Assoc. as Special Counsel
--------------------------------------------------------------
To recall, the Bethlehem Steel Debtors' deadline to commence
preference recovery actions was October 15, 2003.  The Debtors
requested that Weil, Gotshal & Manges, LLP and Gazes & Associates
LLP commence preference recovery actions on their behalf, with the
expectation that the statutory committee of unsecured creditors
would select counsel to prosecute the avoidance recovery actions
on a contingency fee basis.  

Subsequently, George A. Davis, Esq., at Weil, Gotshal & Manges,
LLP, in New York, relates that the Committee received proposals
from a number of law firms interested in prosecuting the
preference recovery actions on a contingency fee basis.  The
Committee selected Kramer Levin Naftalis & Frankel LLP and Gazes
& Associates to prosecute preference recovery actions on behalf
of the Debtors' estates and the Trust -- to which the causes of
action will be assigned.  On December 31, 2003, Kramer Levin was
given the authority to prosecute the preference recovery actions
commenced by Weil Gotshal, on the Trust's behalf.

Mr. Davis points out that in instances wherein Kramer Levin is
either unable or unwilling to prosecute preference recovery
actions due to an actual or potential conflict of interest or
otherwise, Gazes & Associates will commence and prosecute the
actions.

The Debtors will compensate Gazes & Associates for its legal
services, in accordance with its ordinary and customary hourly
rates plus reimbursement of expenses until such time as all
preference recovery actions have been filed.  Thereafter, Gazes &
Associates will be compensated on a contingency fee basis equal
to 18% of the gross preference recoveries whether by suit,
settlement or otherwise, plus reimbursement of expenses.  The
contingency fees and expenses will be paid by the Trust.  All
hourly fee applications will be filed in accordance with the
Order Establishing Procedures for Interim Compensation and
Reimbursement of Chapter 11 Professionals and Committee Members,
dated October 15, 2001.

Ian J. Gazes, a principal of Gazes & Associates, assures the
Court that the firm is a "disinterested person," as the term is
defined in Section 101(14) of the Bankruptcy Code, and does not
represent any party-in-interest other than the Debtors in these
Chapter 11 cases.

Accordingly, the Debtors sought and obtained Judge Lifland's
authority to employ Gazes & Associates as special preference
counsel to commence and prosecute certain preference recovery
actions, nunc pro tunc to August 20, 2003.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- is the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Harvey R. Miller, Esq., Jeffrey L. Tanenbaum, Esq., and
George A. Davis, Esq., at WEIL, GOTSHAL & MANGES LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,266,200,000 in total assets and $4,420,000,000 in liabilities.
(Bethlehem Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BLOOMSBURG HOSPITAL: S&P Cuts Outstanding Debt Rating Down to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating three
notches to 'BB-' from 'BBB-' on $15.99 million of Bloomsburg
Hospital, Pennsylvania's outstanding debt issued by Columbia
County Hospital Authority, reflecting continued operating losses
that resulted in a 2003 rate covenant violation and Bloomsburg's
location in a challenging service area. The outlook is negative.

"A lower rating is currently precluded due to adequate cash
reserves and a light debt burden, though liquidity is being
preserved at the expense of capital acquisition," said Standard &
Poor's credit analyst Cynthia Keller Macdonald. "The outlook will
remain negative until the financial losses reverse," she added.

Bloomsburg operates a 78-bed general acute-care hospital in
central Pennsylvania. The majority of 2003's revenue (95%) and
assets (91%) come from the obligated group, which consists of a
parent, the hospital, an ambulatory health services company that
includes a long-term care center, employed physicians, and
outreach clinics.

Bloomsburg violated its debt service coverage ratio in 2003 and
has engaged a consultant that is expected to file a report by the
end of this month. The hospital has also recruited additional
physicians and is considering several new services to boost
revenue. Management has budgeted for cash flow to breakeven in
2004 (a loss of $1.5 million) and break-even results from
operations in 2005. The consultant's report may yield further
revenue generation and expense-cutting opportunities.

During the past three years, Bloomsburg's depreciation expense has
exceeded its capital investment by almost $3 million, resulting in
an average age of plant in excess of 13 years. Management has
plans to improve the plant in 2004 largely through reconfiguring
the main entrance and patient flow pattern as well as creating
about 30 private patient rooms. The estimated cost of this project
ranges from $3.0 million-$3.5 million and funding will most likely
come from a short-term bank loan.

The negative outlook reflects ongoing losses coupled with
potential liquidity declines or increased debt as plant needs are
addressed. Standard & Poor's will continue to monitor the rating
to determine if management is able to achieve break-even
performance from operations during the next one to two years
without significant changes in cash or debt balances.


CABLE & WIRELESS: Disclosure Statement Hearing Set for Feb. 19
--------------------------------------------------------------
On December 22, 2003, Cable & Wireless USA, Inc., and its debtor-
affiliates filed a Disclosure Statement explaining its Chapter 11
Plan of Reorganization with the U.S. Bankruptcy Court for the
District of Delaware.

The Honorable Charles G. Case II will convene a hearing to
consider approval of the Disclosure Statement on February 19,
2004, at 9:30 a.m. Eastern Standard Time.

The Court will rule on the adequacy of the Disclosure Statement --
making a determination about whether it provides creditors with
the right kind and amount of information to enable them to make
informed decisions when they vote to accept or reject the Plan.

Objections, if any, to the adequacy of Disclosure Statement must
be made in writing and received by the Court on or before
February 9. Copies must also be sent to:

        1. Co-Counsel for the Debtors
           Kirkland & Ellis LLP
           200 East Randolph Drive
           Chicago, IL 60601
           Attn: Jonathan P. Friedland, Esq.

                -and-

           Kirkland & Ellis LLP
           777 South Figueroa Street
           Los Angeles, CA 90017
           Attn: Bennett L. Spiegel, Esq.

        2. Co-Counsel for the Debtors             
           Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.
           919 North Market Street, 16th Floor
           PO Box 8705
           Wilmington, DE 19899-8705
           Attn: Laura Davis Jones, Esq.

        3. Co-Counsel for the Official Committee of Unsecured
            Creditors
           Winston & Strawn LLP
           200 Park Avenue
           New York, NY 10166-4193
           Attn: David Neier, Esq.

        4. Co-Counsel for the Official Committee of Unsecured
            Creditors
           Young Conaway Stargatt & Taylor, LLP
           The Brandywine Building
           1000 West Street, 17th Street
           PO Box 391
           Wilmington, DE 19899-0391
           Attn: Robert S. Brady, Esq.

        5. the Office of the United States Trustee
           J. Caleb Boggs Federal Building
           844 N. King Street, Suite 2207
           Lock Box 35
           Wilmington, DE 19801
           Attn: Richard Shepacarter, Esq.

Copies of the Disclosure Statement are available on written
request to Jonathan P. Friedland, Esq., at Kirkland & Ellis LLP.

Cable & Wireless USA, Inc., along with its debtor-affiliates, is a
provider of Internet access services, Internet backbone services,
domain name registration services, web page design services,
Internet hosting services, and telecommunications-related
services. The company filed for Chapter 11 relief on
December 8, 2003, (Bankr. Del. Case No. 03-13711). Curtis A. Hehn,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub, and Jonathan P. Friedland, Esq., and Bennett L.
Spiegel, Esq., at Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts. When the Debtors filed for protection
from their creditors, they disclosed estimated assets and debts
of:

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Cable & Wireless USA, Inc.   $50M to $100M       more than $100M
Cable & Wireless USA of      $0 to $50,000       $0 to $50,000
Virginia, Inc.
Cable & Wireless Internet    more than $100M     more than $100M
Services, Inc.
Exodus Communications Real   $0 to $50,000       $50M to $100M
Property I, LLC
Exodus Communications Real   $10M to $50M        $50M to $100M
Property Managers I, LLC
Exodus Communications Real   $0 to $50,000       $50M to $100M
Property I, LP.
                   

CALIFORNIA LITFUNDING: Case Summary & 18 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: California Litfunding
        aka Litfunding Corp.
        5757 Wilshire Boulevard Penthouse 10
        Los Angeles, California 90036

Bankruptcy Case No.: 04-11622

Type of Business: The Debtor provides funding to the Law Industry.

Chapter 11 Petition Date: January 26, 2004

Court: Central District of California (Los Angeles)

Judge: Erithe A. Smith

Debtor's Counsel: Michael Marcelli, Esq.
                  5757 Wilshite Boulevard Penthouse 10
                  Los Angeles, California 90071
                  Tel: 323-857-0448

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 18 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Kempten International                    $6,638,618
c/o Levene, Neale, Bender
1801 Avenue of the Stars
Suite 1120
Los Angeles, CA 90067

Worldwide Information & Promotions       $6,638,618
c/o Levene, Neale, Bender
1801 Avenue of the Stars
Suite 1120
Los Angeles, CA 90067

Kalt, Elliot                               $858,400
c/o Levene, Neale, Bender
1801 Avenue of the Stars
Suite 1120
Los Angeles, CA 90067

Eibl, Robin                                $840,000
c/o Levene, Neale, Bender
1801 Avenue of the Stars
Suite 1120
Los Angeles, CA 90067

Grasscourt, Inc.                           $626,485
c/o Levene, Neale, Bender
1801 Avenue of the Stars
Suite 1120
Los Angeles, CA 90067

Tomchin, Stanley                           $360,000
c/o Levene, Neale, Bender
1801 Avenue of the Stars
Suite 1120
Los Angeles, CA 90067

Coren, Richard                             $240,000

Schwartz, Richard A., APC                  $149,200

Russell, Joseph M.                         $126,000

J&S Investments                             $84,000

Yamamoto, Ken                               $59,440

Azrillant, Janine                           $41,910

Lauren Associates                           $21,000

Azrillant, Evan                             $10,500

Azrillant, Sidney                            $9,755

Nalsh, Deborah                               $4,200

Azrillant, Cory                              $3,500

Trent, Paul                                  $2,400


CALPINE CORP: Energy Services Unit Completes Settlement with CFTC  
-----------------------------------------------------------------    
Calpine Corporation's (NYSE: CPN) wholly owned subsidiary, Calpine
Energy Services, L.P., concluded a settlement with the Commodity
Futures Trading Commission.  

The settlement is related to the CFTC's finding of inaccurate
reporting of certain natural gas trading information by one former
CES employee during 2001 and 2002.  Neither Calpine nor CES
benefited from the trader's conduct.  Under the terms of the
agreement, CES agreed to pay a civil monetary penalty in the
amount of $1.5 million without admitting or denying the findings
in the CFTC's order.

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook) is the leading North American power company dedicated to
providing electric power to wholesale and industrial customers
from clean, efficient, natural gas-fired and geothermal power
facilities.  The company was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN. For
more information about Calpine, visit http://www.calpine.com/


CANADIAN FREIGHTWAYS: Closes Asset Sale to TransForce for C$140MM
-----------------------------------------------------------------
Consolidated Freightways Corporation completed the sale of
substantially all of the assets of Canadian Freightways Limited
and its subsidiaries to TransForce Income Fund for $140 million
(Canadian) or approximately $108.2 million (U.S.), including the
assumption of substantially all of CFL's liabilities.

The cash value of the sale net of the liabilities is $69.6 million
(Canadian) or approximately $54.4 million (U.S.)

The parties signed the initial deal on August 25, 2003 and have
been obtaining the requisite government and contractual approvals
during the interim period.

TransForce operates leading transportation and logistics companies
in Canada and intends to operate CFL as an independent division,
retaining current management and staff.

John Brincko, CF's chief executive officer said: "We are very
pleased with the overall value realized for our Canadian assets.
Achieving maximum value and ensuring that CFL continue operations
as one of Canada's premier transportation companies have been our
goals. Since signing the initial agreement we have become even
more convinced that, with TransForce's backing, CFL's future is
secure and that its customers will continue to receive the high
level of transportation services for which CFL is known."

"I also want to thank Chanin Partners our investment banker, whose
efforts were led by Eric Scroggins, and our Canadian counsel
Macleod Dixon, whose efforts were led by Justin Ferrara, for their
sterling efforts in helping to complete this sale," Brincko said.

CFL has been financially and operationally independent from its
parent company, CF, and is not part of the September 2002
bankruptcy proceedings filed by CF. Full transportation operations
have continued unabated throughout this time period.

CFL is an industry-leading supply chain services company,
specializing in time-sensitive and expedited services. Operations
in Canada and the United States include less-than-truckload, full
load, and parcel transportation, sufferance warehouses, customs
brokerages, international freight forwarding, fleet management and
logistics management.

In addition to the CFL sale, CF, as part of its bankruptcy and
liquidation proceedings, has to date sold real property and
equipment for more than $350 million.


CARMIKE CINEMAS: S&P Maintains Watch over Debt Refinancing News
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Carmike
Cinemas Inc., including its 'CCC+' corporate credit rating, on
CreditWatch with positive implications based on the improvement to
Carmike's capital structure that would result from its proposed
stock offering and debt refinancing. Subject to a successful
recapitalization, the corporate credit rating would be raised to
'B' with a stable outlook.

At the same time, a 'B+' rating and a recovery rating of '1' were
assigned to the company's proposed $50 million senior first-
priority bank revolving credit facility, indicating a high
expectation of a full recovery of principal in a default scenario.
In addition, a 'B' was assigned to Carmike's proposed $100 million
senior second lien secured term B loan. A recovery rating of '4'
was also assigned to the second-lien secured term B loan,
indicating that these lenders may only receive a marginal recovery
of principal (25%-50%) in a default, due to the only partial
pledge of the company's theaters and the priority position of the
first-lien holders. In addition, a 'CCC+' rating was assigned to
Carmike's proposed $150 million subordinated notes due 2014. The
Columbus, Georgia-based movie exhibitor will have about $302
4million in debt, pro forma for this transaction.

"The proposed recapitalization will lower debt and debt-like
payables about 28% and improve Carmike's leverage and coverage
ratios somewhat, although lease-adjusted credit measures will
reflect less progress," said Standard & Poor's credit analyst
Steve Wilkinson. "The new debt structure will also alleviate
financial pressure by deferring debt maturities that were somewhat
high relative to the company's cash flow and gradually increasing.
In addition, the new loan will give Carmike a little more
flexibility to upgrade and expand its circuit, which remains
somewhat less modern than other large exhibitors."

The ratings reflect Carmike's still aggressive, albeit improved,
financial profile, the need for additional theater upgrades to
maintain its solid competitive position, and the mature and highly
competitive nature of the industry. The ratings also consider
Carmike's good positions in its small markets and decent margins.


CASELLA WASTE: Settles Dispute over MERC Facility Transaction
-------------------------------------------------------------
Casella Waste Systems, Inc. (Nasdaq: CWST) negotiated a settlement
to a dispute with officials from thirteen communities in York
County, Maine who had claimed a breach of contract surrounding the
company's Maine Energy Recovery Company (MERC) facility when
Casella Waste Systems merged with KTI, Inc.

In mid-2002, the thirteen communities joined the cities of
Biddeford and Saco in a lawsuit against MERC alleging that MERC
had breached certain payment obligations pursuant to a 1991 waste
handling agreement. Casella Waste Systems disputed the claims.

The settlement is the result of discussions between
representatives of the communities and Casella Waste Systems in
recent months. The agreement gives the towns the option of
extending their disposal contracts with MERC beyond the original
expiration date of June 2007 at predictable, stable rates
depending on the length of the contract.

The agreement is subject to final approval by each municipality's
governing body. The agreement does not affect related litigation
on this issue between Casella Waste Systems and the cities of
Biddeford and Saco.

"This settlement works for everyone involved," John W. Casella,
chairman and chief executive officer of Casella Waste Systems,
said. "We've resolved the issue, and given our customers the
opportunity to stabilize and predict their future waste disposal
costs."

Casella Waste Systems (S&P, BB- Corporate Credit Rating, Stable),
headquartered in Rutland, Vermont, provides collection, transfer,
disposal and recycling services primarily in the northeastern
United States.

For further information, visit the company's Web site at
http://www.casella.com/


CASH TECHNOLOGIES: Converts $3.6 Million of Debt into Common Stock
------------------------------------------------------------------
Cash Technologies, Inc. (Amex: TQ) converted $3,606,695 of its
debt into Common Stock of the Company at a conversion price of
$2.50 per share, a reduction of approximately 28% of the Company's
total outstanding liabilities as of August 31, 2003.

The conversion will also eliminate more than $300,000 per annum in
interest expenses.

In October 2003, holders of Cash Technologies, Inc. Secured
Convertible Notes were offered the opportunity to convert their
Notes and all accrued interest into Common Stock at a reduced
conversion price. Of the original $3,362,000 in Notes, Noteholders
representing $2,662,000, or approximately 79% of the total Notes,
accepted the offer. Including interest, this conversion has
resulted in a reduction of $3,606,695 of the Company's debt and a
corresponding increase in the Company's equity.

The Notes, issued in January, 2000, consisted of secured
convertible Promissory Notes bearing interest at the rate of 10%
per annum and Series B Redeemable Warrants to purchase 336,200
shares of common stock. The Notes were originally convertible into
Common Stock at a conversion price of $9.50 per share. The Series
B Warrants were originally exercisable at a price of $13.00 per
share. The Notes were originally due and payable on July 31, 2001
and were secured by a first priority lien on Cash Tech's assets.

Since July 31, 2001, some of the Notes have been in default and
some have been restructured. As of August 31, 2003, $4,455,275 was
owed in principal and interest to Noteholders. Noteholders who
accepted the October offer converted their notes at $2.50 per
share and were given the option of exercising all or any of their
warrants at $0.65 per share for a 30 day period and $2.50 per
share thereafter. The conversion has resulted in the issuance of
approximately 1,442,682 shares of Common Stock, increasing the
Company's total outstanding share capital to 12,077,895 shares.

                 Annual Shareholder's Meeting

The Company's Annual Shareholder's Meeting was held on January 5,
2004 at the Company's offices in Los Angeles, California.

Shareholders were requested to vote and act upon the following
items:

     1. The election of five directors;

     2. A proposal to amend the Company's Employee Option Plan,
        including amendments to increase the number of shares
        reserved under such Plan;

     3. A proposal to amend the Company's Director Option Plan,
        including amendments to increase the number of shares
        reserved under such Plan and increase the number of
        options granted to directors; and

     4. A proposal to approve the conversion terms of the
        Company's outstanding Series B Preferred Stock.

At the meeting, shareholders representing an aggregate of
5,029,990 shares were present either in person or by proxy,
representing 51% of the 9,895,155 shares issued and outstanding as
of the record date of November 24, 2003.

Cash Technologies, Inc. develops and markets innovative data
processing systems, including the BONUS(TM) and MFS(TM) financial
services systems, EMMA(TM) transaction processing software and
PrISM(TM) security system. Through EMMA, consumers and businesses
may access a wide variety of financial services via ATMs, POS
terminals and wireless devices including: check cashing,
electronic bill payment, event ticketing, interactive advertising
and other functions. The Company also produces CoinBank(R) self-
service electronic coin counting machines. For more information,
visit http://www.cashtechnologies.com/


CELESTICA INC: Chairman and CEO Eugene V. Polistuk Retires
----------------------------------------------------------
Celestica Inc. (NYSE, TSX: CLS), a world leader in electronics
manufacturing services, announced that Eugene V. Polistuk,
chairman and chief executive officer, has informed the Board of
Directors of his decision to retire, effective immediately.

Mr. Polistuk has led the company since its establishment in 1994,
when Celestica was established as a standalone subsidiary of IBM.
Celestica was acquired by Onex Corporation in 1996 and the company
subsequently went public in 1998. Over the past ten years,
Mr. Polistuk and his team have transformed the business into a
global leader in the electronics manufacturing services industry.

The Board of Directors understands and accepts Mr. Polistuk's
decision to retire and appreciates the extraordinary contribution
he has made to Celestica's success.

"I believe the 'tech storm' is over and Celestica is very well
positioned to share in the outsourcing trend that is gaining
considerable momentum as end markets show positive signs of
recovery," said Eugene Polistuk. "At this juncture, I feel it is
time for me to pass the leadership of Celestica on to new and very
capable hands so that I may re-focus my priorities on family and
personal interests."

Robert L. Crandall, who has been a director of the company since
1998, has been appointed to the position of chairman of the board.
Commenting on the announcement, Mr. Crandall said "Eugene has
built Celestica into a leading global electronics manufacturing
services provider through one of the most dynamic and challenging
periods in the history of technology. Under his leadership, the
company has established itself as a highly respected, tier-one
global EMS player."

The board has established a search committee to select a
replacement for Mr. Polistuk. Candidates from both within and
outside the company will be considered. In the interim,
Mr. Stephen W. Delaney has been appointed chief executive officer.
Mr. Delaney has been with Celestica since 2001, most recently as
president, Americas Operations. Previous to joining Celestica,
Mr. Delaney held executive and senior management roles in
operations at Visteon Automotive Systems, AlliedSignal's
Electronic Systems business, Ford's Electronics division, and
IBM's Telecommunications division. Mr. Delaney holds a Masters
degree in Business Administration from Duke University in North
Carolina and a Bachelor of Science degree in Industrial
Engineering from Iowa State University.

Mr. J. Marvin MaGee will remain in his current position as
president and chief operating officer, Mr. Anthony P. Puppi will
continue in his role as executive vice president and chief
financial officer and R. Thomas Tropea will remain as Vice Chair,
Worldwide Marketing and Business Development.

"I am delighted to be given the opportunity to fulfill the role of
Celestica's chief executive officer," said Steve Delaney, newly
appointed chief executive officer, Celestica. "I look forward to
the strong support of Marv MaGee, Tony Puppi and Tom Tropea as we
go through this transition. As seasoned members of the executive
team, I know they will provide me with their commitment as the
company moves forward on its aggressive path to serve its
expanding customer base well and quickly return to profitability."

Celestica (S&P, BB+ Long-Term Corporate Credit Rating, Negative)
is a world leader in the delivery of innovative electronics
manufacturing services. Celestica operates a highly sophisticated
global manufacturing network with operations in Asia, Europe and
the Americas, providing a broad range of services to leading OEMs
(original equipment manufacturers). A recognized leader in
quality, technology and supply chain management, Celestica
provides competitive advantage to its customers by improving time-
to-market, scalability and manufacturing efficiency.

For further information on Celestica, visit its Web site at
http://www.celestica.com/ The company's security filings can also  
be accessed at http://www.sedar.com/ and http://www.sec.gov/


CELESTICA INC: Red Ink Continues to Flow in Fourth Quarter 2003
---------------------------------------------------------------
Celestica Inc. (NYSE, TSX: CLS), a world leader in electronics
manufacturing services, announced financial results for the fourth
quarter and fiscal year ended December 31, 2003.

For the fourth quarter, revenue was $1,915 million, compared to
$1,912 million in the fourth quarter of 2002 and up 17%
sequentially from the third quarter of this year. Net loss on a
GAAP basis for the fourth quarter was $165 million or ($0.80) per
share, which includes a $106 million charge associated with the
company's non-cash impairment of long-lived assets and previously
announced restructuring activities. This compares to a net loss of
$435 million or ($1.90) per share for the same period last year,
which included a $541 million charge associated with restructuring
and asset impairments.

Adjusted net earnings (loss) - defined as net earnings (loss)
before amortization of intangible assets, gains or losses on the
repurchase of shares and debt, integration costs related to
acquisitions, option expense and other charges, net of tax - was a
loss of $4 million or ($0.04) per share for the fourth quarter of
2003 compared to earnings of $39 million or $0.15 per share for
the same period last year (detailed GAAP financial statements and
supplementary information related to adjusted net earnings (loss)
appear at the end of this press release). These results compare
with the company's guidance for the fourth quarter, which was
announced on October 23, 2003, for revenue of $1.70 - $1.85
billion and adjusted net loss per share of ($0.01) to ($0.09).

For the fiscal year ended December 31, 2003, revenue was $6,735
million compared to $8,272 million for the same period last year.
GAAP net loss was $266 million or ($1.22) per share compared to a
net loss of $445 million or ($1.98) per share in 2002. Losses in
2003 and 2002 included $175 million and $678 million,
respectively, of charges associated with restructuring and asset
impairment. Adjusted net loss for 2003 was $7 million or ($0.11)
per share compared to adjusted net earnings of $222 million or
$0.87 per share last year.

"Our strong revenue growth this quarter reflects the success we've
had in winning new business, diversifying our customer base and
improving demand from our major markets," said Stephen Delaney,
CEO, Celestica. "While the company's total profitability is
lagging as we continue to incur start-up investments in our
reference design initiatives, we are seeing top line and bottom
line momentum as we begin this year and are more confident with
our prospects throughout 2004."

                           Outlook

For the first quarter ending March 31, 2004, the company currently
anticipates revenue to be in the range of $1.75 - $1.95 billion
and adjusted earnings (loss) per share ranging from ($0.08) to
$0.00. This revenue and adjusted EPS guidance reflect the impacts
of some first quarter seasonality, rising costs associated with a
prolonged weakness in the U.S. dollar and startup investments in
the company's reference design business; offset by new program
wins and improved efficiency from restructuring and previously
ramping programs.

The company also anticipates completing its acquisition of
Manufacturers' Services Limited sometime during the first quarter.
Celestica's guidance for the first quarter does not include any
revenue or EPS impact from this future transaction.

Celestica (S&P, BB+ Long-Term Corporate Credit Rating, Negative)
is a world leader in the delivery of innovative electronics
manufacturing services. Celestica operates a highly sophisticated
global manufacturing network with operations in Asia, Europe and
the Americas, providing a broad range of services to leading OEMs
(original equipment manufacturers). A recognized leader in
quality, technology and supply chain management, Celestica
provides competitive advantage to its customers by improving time-
to-market, scalability and manufacturing efficiency.

For further information on Celestica, visit its Web site at
http://www.celestica.com/ The company's security filings can also  
be accessed at http://www.sedar.com/ and http://www.sec.gov/


CENTERPOINT ENERGY: Will Pay Regular Quarterly Dividend on Feb. 16
------------------------------------------------------------------
CenterPoint Energy, Inc.'s (NYSE: CNP) board of directors declared
a regular quarterly cash dividend of $.10 per share of common
stock payable on March 10, 2004, to shareholders of record as of
the close of business on February 16, 2004.  This equates to an
annual dividend of $.40 per share of common stock.

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


COMM'L MORTGAGE: Fitch Ups Ser. 1996-C2 Class G Note Rating to BB+
------------------------------------------------------------------
Commercial Mortgage Acceptance Corp.'s, series 1996-C2 commercial
mortgage pass through certificates are upgraded by Fitch Ratings
as follows:

        -- $14.8 million class D to 'AAA' from 'AA';
        -- $5.8 million class E to 'AA+' from 'A-';
        -- $16.4 million class F to 'BBB+' from 'BBB-';
        -- $5.8 million class G to 'BB+' from 'BB-'.

In addition, the interest-only classes X-1 and X-3 are affirmed at
'AAA' by Fitch. The $20 million class A1, $45.8 million class A2,
$19.7 million class B and $15.6 million class C, have been paid in
full. Fitch does not rate the $20.5 million class H certificates.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs and amortization. As of the January 2004
distribution date, the pool's aggregate certificate balance has
decreased by 69.91% since origination, to $49.5 million from
$164.4 million. Of the original 25 loans, nine are currently
outstanding in the pool.

Midland Loan Services, the master servicer, collected year-end
2002 operating statements for all nine loans in the portfolio. The
weighted average debt service coverage ratio for YE 2002 increased
to 1.61 times from 1.23x at closing for comparable loans.

One loan (13%), which is secured by Orange Grove Apartments, a
multifamily property in Mesa, AZ, had a YE 2002 DSCR of 0.65x. The
property is located in a weak market and struggles with a large
volume of new construction and weak demand. The fourth largest
loan (12%), is secured by a 267-room Best Western Hotel located in
Van Nuys, CA, is 60 days delinquent and in special servicing.

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


DALEEN TECHNOLOGIES: Board Approves 1-For-500 Reverse Stock Split
-----------------------------------------------------------------
Daleen Technologies, Inc. (OTCBB:DALN), a global provider of
licensed and outsourced billing and customer management,
operational support systems and revenue assurance solutions for
traditional and next generation service providers, announced that
its Board of Directors has unanimously approved a 1-for-500
reverse stock split of the Company's Common Stock.

The Board unanimously recommends that the Company's stockholders
approve the reverse split. If the reverse split is approved and
implemented, the Company expects to have less than 300
stockholders of record, which would enable the Company to
voluntarily terminate the registration of its Common Stock under
the Securities Exchange Act of 1934 and go private. As a private
company, Daleen would no longer be required to file periodic
reports and other information with the Securities and Exchange
Commission.

"At this point in our evolution, being a public company simply
does not provide the requisite value to Daleen or its
stockholders," said Gordon Quick, president and CEO of Daleen.
"These actions will significantly reduce the amount of time and
money we are currently spending to comply with SEC reporting
requirements, and allow us to more appropriately focus those
resources on the long-term goals of our business. We expect a
substantial decrease in professional fees, insurance, accounting
costs, and printing and mailing costs."

Daleen has filed a preliminary proxy statement and Schedule 13E-3
outlining the reverse split and going private transaction with the
SEC. The proposed reverse split is subject to the affirmative vote
by the holders of a 66-2/3% majority of the outstanding voting
power of the holders of Daleen Common Stock and Series F Preferred
Stock, voting together as a single class. In addition, Daleen is
seeking approval of the reverse split by an affirmative vote by
the holders of a majority of the outstanding shares of Common
Stock. The Company's Board of Directors will retain discretion
whether or not to implement the reverse split for up to 90 days
following the date of stockholder approval.

If the reverse split is approved and implemented, stockholders
holding fractional shares after the reverse split will receive a
cash payment equal to $.30 per pre-split share of Daleen Common
Stock in lieu of fractional shares. Stockholders holding less than
500 shares of Daleen Common Stock before the reverse split will be
cashed out at the same rate and will have no further equity
interest in the company.

Solicitation of the Company's stockholders with respect to the
proposed reverse split will be made pursuant to a definitive proxy
statement to be mailed to the Company's stockholders. All
stockholders are advised to read the definitive proxy statement
and Schedule 13E-3 carefully because these documents will contain
important information about the reverse split and information
concerning the record date and time, as well as the date and place
of the special meeting of the Company's stockholders to vote on
the proposed reverse split.

Daleen Technologies, Inc. is a global provider of high performance
billing and customer care, OSS revenue assurance software, with a
comprehensive outsourcing solution for traditional and next
generation service providers. Daleen's solutions utilize advanced
technologies to enable providers to reach peak operational
efficiency while driving maximum revenue from products and
services. Core products include its RevChain(R) billing and
customer management software, Asuriti(TM) event management and
revenue assurance software, and BillingCentral(R) ASP outsourcing
services. More information is available at http://www.daleen.com/  

                         *    *    *

As reported in Troubled Company Reporter's November 6, 2003
edition, Daleen Solutions, Inc., an indirect wholly
owned subsidiary of Daleen Technologies, Inc., delivered to
Allegiance Telecom Company Worldwide a Notice of Election Not to
Renew the BillingCentral Agreement between the parties under the
current contractual terms.

In May 2003, Allegiance filed a petition under Chapter 11 of the
U.S. Bankruptcy Code, and on October 30, 2003, the Company
received a letter from Allegiance indicating that it believed the
Notice of Election Not to Renew to be in violation of the
automatic stay under the Bankruptcy Code. Although the Company
did not believe it to be necessary, on October 31, 2003, the
Company filed a Motion of Daleen Solutions, Inc. for Relief From
the Automatic Stay Under Section 362 of the Bankruptcy Code and
subsequently delivered to Allegiance a second Notice of Election
Not to Renew.

If Allegiance ceased to do business with the Company and the
Company failed to obtain additional financing or failed to engage
in one or more strategic alternatives, it might have a material
adverse effect on the Company's ability to operate as a going
concern.


DAVITA INC: S&P Ups Corp. Credit & Sr. Secured Debt Ratings to BB
-----------------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit and
senior secured debt ratings on DaVita Inc., to 'BB' from 'BB-'.
The outlook is stable. As of Sept. 30, 2003, the large dialysis
services provider had approximately $1.322 billion of debt
outstanding.

The upgrade reflects the operating performance and capital
structure improvements DaVita has achieved since its early-2002
recapitalization. The company now operates with a stronger
financial profile and greater insulation against the ongoing risks
of unfavorable changes in reimbursement practices, as well as
risks from strong competition. The company has also consistently
executed a measured growth program.

"DaVita's speculative-grade ratings reflect its dependence on
treatment of a single disease state, its vulnerability to cuts or
insufficient increases in third-party reimbursement rates, cost-
management challenges, and moderate financial policies," said
Standard & Poor's credit analyst Jill Unferth. "These factors are
partly offset by the stabilizing effects of a recurring revenue
stream, a large clinic network with the No. 2 U.S. market
position, and the company's attractive growth prospects."

El Segundo, California-based DaVita operates 547 dialysis centers
throughout the U.S. that provide mainly outpatient hemodialysis
and ancillary services to patients suffering from chronic kidney
failure. DaVita also provides acute inpatient dialysis services at
approximately 288 hospitals and conducts clinical trials on renal
devices and drugs for pharmaceutical and medical-device firms.


DII: Halliburton Settles Asbestos Insurance Claims with Equitas
---------------------------------------------------------------
Equitas and Halliburton Company (NYSE:HAL) reached a comprehensive
agreement to settle Halliburton's insurance claims against certain
Underwriters at Lloyd's of London, reinsured by Equitas, as a
result of which Halliburton will be paid $575 million.

The settlement will resolve all asbestos-related claims made
against Lloyd's Underwriters by Halliburton and by each of
Halliburton's subsidiary and affiliated companies, including DII
Industries, Kellogg Brown & Root and others that have filed
chapter 11 bankruptcy proceedings as part of Halliburton's global
asbestos settlement. Halliburton's claims against its London
Market Company Insurers are not affected by this settlement.

Provided that there is final confirmation of the bankruptcy plan
of reorganisation for DII Industries and the other Halliburton
affiliates now in bankruptcy and no U.S. federal asbestos reform
legislation is passed in the current Congress, Halliburton will be
paid a total of $575 million in two payments of $500 million and
$75 million (18 months later). The payment will be made on the
later of January 5, 2005 or at the same time as DII and other
Halliburton affiliates will be obligated to pay asbestos claimants
as part of Halliburton's global asbestos settlement.

Simon Wright, Equitas' Head of Asbestos Pollution and Health
Hazard Claims, said:

"The settlement with Halliburton caps what is, by far, the largest
single direct liability faced by Equitas. This major settlement is
yet another example of Equitas' commitment to resolving claims
with all Lloyd's policyholders as expeditiously as is reasonably
possible and at fair values. Both we and Halliburton will continue
to review the underlying asbestos claims that will be paid on
confirmation of the bankruptcy plan as part of Halliburton's
global asbestos settlement."

With completion of this settlement, Equitas has now resolved 5 of
its 10 largest asbestos exposures. Glenn Brace, Equitas' Claims
Director, said: "We were able to settle them after tough
negotiations in which both sides looked very carefully at their
assets and liabilities before settlement was reached." Brace
added, "We have had some of the most sophisticated businesses in
the world on the other side of the negotiation table. We are
willing to have similar discussions with any of our policyholders,
large or small, so long as they are sincerely interested in
reaching a realistic settlement."

"This settlement demonstrates the strength and scope of our
insurance asset," said Dave Lesar, Halliburton Chairman, President
and Chief Executive Officer. "Even with this settlement we do not
foresee a reduction in our insurance receivable. We are very
pleased that this portion of our insurance asset has recognized
the potential risk of our claims and moved in a responsible manner
to resolve them. We hope other insurers will respond in a similar
manner, so that those who will benefit from the Trust will be able
to receive payment and move forward with their lives."

Equitas, based in London, was established to reinsure and run-off
the 1992 and prior years' non-life liabilities of Names, or
Underwriters, at Lloyd's of London. Equitas actively manages the
non-life liabilities arising from policies written by Lloyd's
syndicates in 1992 and prior years. This includes agreeing
comprehensive settlements and policy buy-backs that extinguish
current and future claims from these policyholders.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The Company serves its customers with a broad range of
products and services through its Energy Services and Engineering
and Construction Groups. The Company's World Wide Web site can be
accessed at http://www.halliburton.com/


DJ ORTHOPEDICS: Fourth-Quarter Results Enter Positive Territory
---------------------------------------------------------------
dj Orthopedics, Inc., (NYSE: DJO), a global medical device company
specializing in rehabilitation and regeneration products for the
non-operative orthopedic and spine markets, announced record
financial results for the fourth quarter and fiscal year ended
December 31, 2003.

Net revenues for the fourth quarter of 2003 totaled $54.6 million
and include one month of sales from the Company's recently
acquired Regentek(TM) bone growth stimulation device business,
reflecting an increase of 17.0 percent, compared with net revenues
of $46.7 million in the fourth quarter of 2002.  The Regentek
acquisition closed on November 26, 2003.  Excluding Regentek
sales, fourth quarter net revenues totaled $50.6 million, an
increase of 8.5 percent, compared with net revenues in the fourth
quarter of 2002.  The fourth quarter of 2003 included 64 shipping
days, while the comparable 2002 period included 63 days.  Net
income for the fourth quarter of 2003 was $4.1 million, or $0.21
per share, compared with a net loss of $6.0 million, or $(0.33)
per share, for the fourth quarter of 2002.  Net income for the
fourth quarter of 2003 was reduced by $0.01 per share due to the
impact of short-term Regentek purchase accounting adjustments,
which increased costs of goods sold as a result of a step up in
the value of acquired inventories, and operating expenses as a
result of the amortization of a portion of the intangible value
assigned to acquired customer order backlog.  Net loss for the
fourth quarter of 2002 included restructuring and other charges
totaling $8.5 million ($5.5 million net of income taxes, or $0.31
per share) related to the Company's performance improvement
program in 2002.

For the full year 2003, net revenues totaled $197.9 million,
reflecting an increase of 8.4 percent, compared with net revenues
of $182.6 million for fiscal 2002.  Excluding sales from Regentek,
net sales for 2003 totaled $194.0 million, an increase of 6.2
percent, compared with net revenues for 2002.  Net income for 2003
was $12.1 million, or $0.64 per share, compared with a net loss of
$15.2 million, or $(0.85) per share for 2002.  Net loss for fiscal
year 2002 included restructuring and other charges aggregating
$25.5 million ($16.3 million net of income taxes, or $0.91 per
share) related to the Company's performance improvement program.

On a pro forma basis, reflecting the Company's Regentek
acquisition as if it had occurred on January 1, 2003, fourth
quarter and full year 2003 net revenues were $62.7 million and
$240.4 million, respectively, and net income was $4.8 million, or
$0.25 per share, and $15.4 million, or $0.82 per share,
respectively.

Commenting on the Company's results, Les Cross, dj Orthopedics'
President and Chief Executive Officer noted, "Our fourth quarter
results reflect the dedication, focus and hard work of our
employees and distribution partners throughout 2003.  It is
gratifying to report record results for our fourth quarter and
full year 2003, and to report the Company's first ever quarter
with revenues exceeding $50 million.  The year's success is the
culmination of our focused and carefully executed corporate
performance improvement program, which began in 2002, coupled with
our growth initiatives in 2003, that have enabled us to accelerate
growth in each of our four historical business segments, as well
as successfully expand into the bone growth stimulation market
with the Regentek acquisition."

"In looking at our fourth quarter results excluding Regentek
sales, we recorded the highest average domestic sales per day in
dj Orthopedics' history.  Our operating margins also remained
strong, leading to record profitability for the fourth quarter and
strong operating cash flow of $10.0 million.  We exited 2003 a
larger, stronger dj Orthopedics, and for 2004 we intend to
continue to focus on strengthening our market position in the
prevention, treatment and rehabilitation of acute and chronic
orthopedic and spine conditions.  With a solid foundation in place
and a sound plan for 2004, we anticipate that our 2004 revenues
will approach $260 million, resulting in earnings per share of
approximately $1.00.  The first quarter of 2004 is a short quarter
for us with only 61 shipping days.  Accordingly, we are targeting
first quarter revenues of approximately $60 million."

             Fourth Quarter Business Highlights

     -- The Company completed the acquisition of the bone growth
        stimulation device business from OrthoLogic Corp. in
        November 2003.  The acquired business now operates as the
        Company's Regentek division.  Regentek products include
        the OL1000(TM) for the noninvasive treatment of nonunion
        fractures, and SpinaLogic(R), a state-of-the-art device
        used as an adjunct therapy after spinal fusion surgery.

     -- The Company launched five new products during the quarter
        in shoulder and foot and ankle and also launched its first
        professional-retail line of soft goods for the European
        market.

     -- The Company was awarded a new three-year supply contract
        from Premier, Inc. that commenced December 1, 2003.

     -- The Company initiated operations of a new wholly-owned
        subsidiary in France for the direct distribution of the
        Company's products.

     -- The Company entered into a build-to-suit lease for a new
        200,000 square foot facility in Tijuana, Mexico to
        increase production capacity and consolidate its Mexico
        manufacturing operations under a single roof.  The Company
        expects to move into this new facility prior to year-end
        2004.

     -- In January 2004, the Company reached a tentative
        settlement of its outstanding class action lawsuit.  The
        amount of the tentative settlement is within the limits of
        the Company's directors' and officers' liability insurance
        policies and, subject to court approval, should become
        final within the next several months.

                 Revenue Segment Information

Net revenues for the fourth quarter of 2003 for the Company's
historical business segments, which are its primary sales
channels, DonJoy(R), ProCare(R), OfficeCare(R), and International
were $25.1 million, $12.6 million, $7.2 million and $5.8 million
respectively, compared to prior year amounts of $23.3 million,
$11.7 million, $5.9 million and $5.7 million, respectively.  The
Company's new Regentek(TM) division is also reported as a new
business segment.  Net revenues for the fourth quarter in the
Company's DonJoy, ProCare, OfficeCare and International segments
increased 7.4 percent, 7.0 percent, 22.5 percent and 1.8 percent,
respectively, over the comparable prior year amounts.  
International net revenues in the fourth quarter of 2003 were
reduced by approximately $0.8 million compared to the prior year
period because of the Company's fourth quarter 2002
discontinuation of its majority owned Australian subsidiary.  In
addition, International revenues in the fourth quarter of 2003
included a $0.6 million benefit from favorable changes in exchange
rates compared to the rates in effect in the fourth quarter of
2002.  Excluding Australia, and the foreign exchange impact, local
currency international revenues increased 6.4 percent in the
fourth quarter of 2003 compared to the similar period a year ago.

Net revenues for the full year 2003 for the Company's business
segments DonJoy, ProCare, OfficeCare, and International were $95.4
million, $47.9 million, $25.6 million and $25.1 million,
respectively, compared to prior year amounts of $90.8 million,
$46.4 million, $23.0 million and $22.4 million, respectively.

                     Gross Profit Margin

For the fourth quarter of 2003, the Company reported gross profit
of $31.9 million, or 58.3 percent of net revenues.  Excluding
Regentek operations, gross profit for the quarter was $28.7
million, or 56.7 percent of net revenues, compared to $21.3
million, or 45.7 percent of net revenues for the fourth quarter of
2002.  Gross profit in the fourth quarter of 2002 was reduced by
$1.0 million in charges for reserves for excess inventories
related to discontinued products.  For the full year 2003, the
Company reported gross profit of $112.0 million, or 56.6 percent
of net revenues.  Excluding Regentek operations, gross profit for
the year was $108.9 million, or 56.1 percent, compared to $86.8
million, or 47.5 percent of net revenues for fiscal 2002. Gross
profit for 2002 reflects $5.1 million of aggregate charges for
incremental inventory reserves taken in 2002.

dj Orthopedics is a global medical device company specializing in
rehabilitation and regeneration products for the non-operative
orthopedic and spine markets.  The Company's broad range of over
600 rehabilitation products, including rigid knee braces, soft
goods and pain management products, are used in the prevention of
injury, in the treatment of chronic conditions and for recovery
after surgery or injury.  The Company's regeneration products
consist of bone growth stimulation devices that are used to treat
nonunion fractures and as an adjunct therapy after spinal fusion
surgery.

The Company sells its products in the United States and in more
than 30 other countries through networks of agents, distributors
and its direct sales force that market its products to orthopedic
and podiatric surgeons, spine surgeons, orthopedic and prosthetic
centers, third-party distributors, hospitals, surgery centers,
physical therapists, athletic trainers and other healthcare
professionals.  For additional information on the Company, please
visit http://www.djortho.com/

                          *   *   *

As reported in the Troubled Company Reporter's October 13, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
senior secured debt rating to dj Orthopedics Inc.'s proposed $130
million  credit facility, consisting of a $105 million term loan
and a $25  million revolving credit facility maturing in 2008 and
2009, respectively. Standard & Poor's also affirmed its 'B+'
corporate credit and 'B-' subordinated debt ratings on the
company.

At the same time, Moody's Investors Service placed these ratings
of dj Orthopedics, LLC on review for possible downgrade:

     - Senior implied rating of B1;

     - Issuer rating of B2;

     - B1 rating on the $15.5 million guaranteed senior secured
       term loan due 06/30/2005;

     - B1 rating on the $25 million guaranteed senior secured
       revolving credit loan due 06/30/2005; and

     - B3 rating on the $75 million 12.625% guaranteed senior
       subordinated global notes due 06/15/2009.

Moody's cited that the review is prompted by the increase in debt
associated with the company's acquisition of the bone growth
stimulator assets of OrthoLogic Corporation. Dj Orthopedics plans
to finance the acquisition with senior bank debt.


DRESSER INC: Will Present at Credit Suisse & JP Morgan Conferences
------------------------------------------------------------------
Dresser, Inc., announced that president Steve Lamb will present at
the CSFB Energy Summit in Vail, Colorado on February 3, 2004.

CEO Patrick Murray will present at the J.P. Morgan Annual High
Yield Conference in New Orleans, Louisiana, on February 4, 2004.

Copies of both presentations will be made available through a link
on the Dresser website on February 3.

Headquartered in Dallas, Texas, Dresser, Inc. (S&P, BB- Corporate
Credit Rating) is a worldwide leader in the design, manufacture
and marketing of highly engineered equipment and services sold
primarily to customers in the flow control, measurement systems,
and compression and power systems segments of the energy industry.
Dresser has a widely distributed global presence, with over 7,500
employees and a sales presence in over 100 countries worldwide.
The Company's Web site can be accessed at http://www.dresser.com/    


DUTCHESS MANOR: Section 341(a) Meeting Convenes on February 25
--------------------------------------------------------------
The United States Trustee will convene a meeting of Dutchess
Manor, LLC 's creditors on February 25, 2004, 2:00 p.m., at the
Office of the United States Trustee, 181 Church Street,
Poughkeepsie, New York 12601.  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 Highland, New York, Dutchess Manor, LLC, together
with two of its affiliates, filed for chapter 11 protection on
January 20, 2004 (Bankr. S.D.N.Y. Case No. 04-35143).  Thomas
Genova, Esq., at Genova & Malin represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $5,600,000 in total assets and
$10,000,000 in total debts.


EMPIRE RESORTS: Catskill & Monticello Report 80.25% Equity Stake
----------------------------------------------------------------
The members of both Catskill Development, LLC and Monticello
Raceway Development Company, LLC have contributed all of their
respective ownership interests in Monticello Raceway Management,
Inc., Monticello Casino Management, LLC, Monticello Raceway
Development Company, LLC and Mohawk Management, LLC, together with
all of their right, title and interest in and to the business of
Monticello Raceway, including all of the assets and liabilities of
Catskill Development, except for its interest in 229 acres of land
in Monticello, New York (with respect to which Monticello Raceway
Management holds a 48 year leasehold and a purchase option) and
its right to certain litigation claims, to Empire Resorts, Inc.,
in exchange for, in the aggregate, 80.25% of Empire Resorts'
common stock, calculated on a post-consolidation, fully diluted
basis.

As a result of the consolidation, each of Monticello Raceway
Management, Monticello Casino Management, Monticello Raceway
Development and Mohawk Management have become wholly owned
subsidiaries of Empire Resorts and the members of both Catskill
Development and Monticello Raceway Development, together, have
become Empire Resorts' controlling stockholders. Moreover, as part
of this transaction, each of Catskill Development, LLC, Mohawk
Management, LLC and Monticello Raceway Development Company, LLC
have assigned certain litigation rights to a litigation trust in
which Empire Resorts will hold 19.75% and provide a $2.5 million
line of credit.

                          *    *    *

                   Going Concern Uncertainty

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Empire Resorts, Inc. reported:

"The Company has sustained net losses over the past few years and,  
at September 30, 2003, had a net working capital deficit of
$1,018. In November 2001, the Company discontinued all significant
operations except for its efforts to develop and manage gaming
operations in Monticello, New York. Such investment is not
expected to contribute to the Company's cash flow during the
foreseeable future and does not include an interest in any
securities for which a liquid market exists. The Company, thru an
affiliate, has raised additional capital and has entered into a  
surety agreement with The Berkshire Bank to guarantee the
proceeds.

"The Company is engaged in a transaction that will, if
consummated, allow the Company to acquire operations that will
generate revenues. On July 3, 2003 the Company entered into an  
agreement with CDL, its partner in developing gaming activities at
the Raceway and other related entities, subject to various
conditions. A favorable recommendation with respect to the
consummation of the agreement with CDL was received from a special
committee of the Company's Board of Directors in September 2003
The special committee engaged Kane Reece Associates to act as its
financial advisor in connection with the proposed consolidation.
In connection with its engagement, the special committee requested  
that Kane Reece Associates evaluate the fairness of the
consolidation's terms to Empire Resorts and its stockholders from
a financial point of view.  On September 8, 2003, Kane Reece
Associates delivered a written opinion to Empire Resorts' special
committee stating that, as of that date and  based on and subject
to the matters described in its opinion, the consolidation's terms  
were fair, from a financial point of view, to the holders of  
Empire Resorts' common stock. Additional requirements are still  
outstanding to include an opinion that the transaction will be
tax-free to all parties. No assurance can be given that such
transaction will ultimately occur or will occur at the times or on
the terms and conditions contained in the agreement.

"The Company's consolidated financial statements have been
presented on the basis that the Company is a going concern.
Accordingly, the consolidated financial statements do not include
any adjustments relating to the recoverability and classification
of recorded asset amounts or the amounts and classification of
liabilities or any other adjustments that might result should the
Company be unable to continue as a going concern."


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

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

Ten of the Claims are:

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

                   Stipulation With James Jones

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

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

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


ENERGY CORP: Indenture Default Spurs S&P to Further Junk Ratings
----------------------------------------------------------------  
Standard & Poor's Rating Services lowered its corporate credit
rating on independent oil and gas exploration and production
company Energy Corp. of America to 'CC' from 'CCC+', and its
subordinated debt rating to 'C' from 'CCC-'. At the same time,
Standard & Poor's placed its ratings on the company on CreditWatch
with developing implications.

Denver, Colorado-based ECA has about $170 million of debt as of
Sept. 30, 2003.

"The rating action follows the company's announcement that it is
currently in default under the indenture for its $200 million,
9.5% senior subordinated notes as an indirect result of an adverse
legal judgment," said Standard & Poor's credit analyst Steven K.
Nocar. "ECA was sued by its creditors regarding its calculation of
the consideration received from its August 2000 sale of
Mountaineer Gas Company and ECA's use of funds from the sale," he
continued. On Dec. 15, 2003, the U.S. Court of Appeals for the
Fourth Circuit reversed the order of a lower court that found in
favor of ECA, which triggered the event of default.

The existence of any event of default under the notes indenture
also constitutes an event of default under the company's $50
million senior secured credit facility due July 10, 2005, with
Wells Fargo Foothill Inc. On Jan. 23, 2004, ECA received a notice
of default from Wells Fargo Foothill. Although ECA and Wells Fargo
Foothill entered into a forbearance agreement, whereby Wells Fargo
Foothill agreed to continue to fund advances under the secured
credit facility until March 15, 2004, the default could cause
Wells Fargo Foothill to accelerate the maturity amounts
outstanding under the facility (estimated to be about $40
million). In addition, a continuing event of default could provide
the noteholders with the right to accelerate payment due on all of
the outstanding notes (about $130 million as of September 2003).

If ECA's debt is accelerated, it is unlikely that the company
would continue its operations without seeking protection from its
creditors under the federal bankruptcy code. Under this scenario
the ratings on ECA would be downgraded to 'D'. If ECA receives
relief from its creditors, Standard & Poor's will reevaluate its
ratings and outlook on the company.


ENRON CORP: Wants OK to Expand Stephen Cooper's Engagement Scope
----------------------------------------------------------------
The Enron Corporation Debtors ask U.S. Bankruptcy Judge Gonzalez
to expand the retention of Stephan Forbes Cooper LLC, nunc pro
tunc to October 21, 2003, to provide four additional Associate
Directors of Restructuring to work for the Debtors.  The four
Additional Employees are:

   (1) John C. Auerbach,
   (2) Daniel E. Karson,
   (3) Andres Antonius, and
   (4) Thomas J. Sterner.

In accordance with the Agreement, the Debtors propose to pay
Cooper $549,600 annually, calculated as the average for three
Additional Employees on the basis of 160 hours per month as a
full equivalent and one Additional Employee on the basis of 80
hours per month as a part-time equivalent.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
informs the Court that the Additional Employees are employees of
Kroll, Inc., an internationally recognized independent risk
consulting company.  

Kroll is the entity that is the beneficial recipient of proceeds
paid to Stephen Forbes Cooper, LLC, pursuant to a management
agreement, under which Cooper provides management services to the
Debtor, including the Acting Chief Executive Officer, Chief
Restructuring Officer and Associate Directors of Restructuring.

The Additional Employees will be providing services to the
Debtors as employees of Cooper.  The Additional Employees will be
providing asset location and investigation services in connection
with ongoing settlement and litigation efforts.  However, the
Additional Employees will not investigate any individuals or
entities with a relationship to themselves, Kroll Zolfo Cooper
LLC, Cooper or Kroll, Inc.

Frank Holder, the Vice President of Consulting Services for
Kroll, tells the Court that Cooper will continue to coordinate
its efforts closely with outside counsel with respect to the
project.

Mr. Rosen contends that hiring the four Additional Employees
should be authorized under the purview of Section 363 of the
Bankruptcy Code based on these grounds:

   (a) In the context of the litigation and the settlement
       discussions that have arisen or may arise, it is crucial
       that the Debtors employ the Additional Employees to
       investigate the creditworthiness of their counterparties
       in the litigation or settlement negotiations, the
       location of assets and other relevant information;

   (b) The Additional Employees have a combined 60 years of
       professional investigative experience, providing services
       like investigating financial fraud, money laundering,
       global asset search and recovery, enterprise risk,
       regulatory compliance, corporate crime, complex
       commercial litigation support, business intelligence,
       business strategy, fraudulent financial or commercial
       schemes, due diligence inquiries and internal corporate
       investigations; and

   (c) As Kroll employees, the Additional Employees are part of
       an organization that is intimately familiar with the
       Debtors' businesses and the specific circumstances that
       stem from the Debtors' Chapter 11 cases. (Enron Bankruptcy
       News, Issue No. 96; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


ENRON: Cabazon Debtor Secures Clearance for Herling Settlement
--------------------------------------------------------------
According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges
LLP, in New York, Enron Debtor Cabazon Power Partners LLC owns and
operates a 40-megawatt wind power project in Cabazon, California.  
The Project is located on property provided under the Right-of-
Way Grant Serial No. CA-13198 issued by the U.S. Department of
the Interior, Bureau of Land Management on December 8, 1982.

Cabazon is the successor-in-interest to these agreements in
respect of the Project:

   (1) a Long-Term Power Purchase Agreement, QF Identification
       No. 6004, dated as of December 3, 1984, as amended, with
       Southern California Edison; and

   (2) the related Interconnection Facility Agreement, dated as
       of December 3, 1984, as amended, with Edison.

Cabazon is also a party to that certain Senior Financing
Agreement, dated September 14, 1999, with Fortis Bank.

Mr. Sosland relates that Cabazon and the Herling Parties -- Wayne
Herling, David Pigott, Beth Schipper, Kathleen Halloran, Joseph
Swenson and Cabazon Power Inc. -- entered into these Agreements:

   (1) Subordinated Royalty Agreement, dated September 11, 1997;

   (2) Unsubordinated Royalty Agreement, dated September 11,
       1997;

   (3) Subordinated Security Agreement dated September 11, 1997;

   (4) Unsubordinated Security Agreement dated September 11,
       1997; and

   (5) Herling Intercreditor Agreement dated December 14, 1999.

Pursuant to the Subordinated Royalty Agreement, the Herling
Parties are paid a quarterly royalty based on a fixed percentage
of the Gross Revenues Cabazon received with respect to the
Project.  The royalty is subordinated to certain of Cabazon's
obligations under the SFA and a portion of the operating expense
obligations of the Project.

Pursuant to the Unsubordinated Royalty Agreement, Mr. Sosland
tells the Court that the Herling Parties are paid a monthly
royalty based on fixed percentage of the Gross Revenues Cabazon
received with respect to the Project.

Under the Security Agreement, Cabazon granted the Herling Parties
a security interest in the ROW, PPA and IFA.  Pursuant to the
Intercreditor Agreement, the Herling Parties agreed to
subordinate, in certain circumstances, such security interest to
that of Fortis under the SFA.

Mr. Sosland relates that Cabazon, Enron Wind LLC and certain of
its affiliates, on the one hand, and Edison, on the other hand,
entered into a Master Definitive Agreement, dated January 15,
2003, pursuant to which, among other things, the PPA was amended,
and as a result, Cabazon's revenues under the PPA will be
reduced.

On September 26, 2003, the Herling Parties filed a proof of claim
in the Enron Bankruptcy Case in which the Herling Parties assert
a secured claim for $7,345,588 against Cabazon.

Mr. Sosland notes that a series of disputes exist between Cabazon
and the Herling Parties with respect to the Herling Claim, the
Royalty Agreements, the Edison Settlement and other agreements
which include, among others:

   (i) the Herling Parties' right to receive royalty payments as
       a result of the accounts receivable forgiven by Cabazon
       under the Edison Settlement; and

  (ii) the Herling Parties' right to receive compensatory
       payments pursuant to Section 4 of the Subordinated
       Royalty Agreement in the event of a "sell down" of the
       PPA to SCE.

The Parties wish to resolve all claims and issues relating to the
Disputes, and to release each other from all claims, obligations
and liabilities related thereto.  In a settlement agreement, the
parties agree that:

   (a) Cabazon will pay to the Herling Parties $2,900,000;

   (b) Effective as of the Closing, Cabazon will permanently
       waive its rights under the Subordinated Royalty
       Agreement to reduce the Subordinated Royalty Amount in
       connection with the reduction in energy projection of the
       Project resulting from the installation of the Upwind
       Array in December 2002 built on certain real property
       located adjacent to the Project site;

   (c) The Herling Parties will:

       (1) consent to the transfer, assignment or sale by
           Cabazon to FPL Energy LLC or its affiliates -- the
           Project Purchaser -- other than Edison and its
           affiliates of each of the Royalty Agreement and the
           PPA through the Bankruptcy Sale; and

       (2) waive any and all of the Herling Parties' rights
           under the Subordinated Royalty Agreement with respect
           to any transfer, assignment or sale of the PPA
           pursuant to the Bankruptcy Sale, including, without
           limitation, the Herling Parties' right to receive a
           portion of the gross proceeds of the sale of the PPA
           pursuant to Section 4; provided however, any right
           with respect to other transfers, assignments or sales
           of the PPA will remain in full force and effect
           subsequent to the Bankruptcy Sale.  The Closing of the
           Settlement Agreement must have occurred on or before
           May 31, 2004;

   (d) Effective as of the Closing, Cabazon acknowledges that
       the reduction in the capacity rates of the PPA pursuant
       to the Edison Settlement constituted a partial sale of
       the PPA under Section 4 of the Subordinated Royalty
       Agreement;

   (e) Subject to the consent and waiver provided by the Herling
       Parties in the Settlement Agreement, Cabazon will assume
       the Royalty Agreements in the Enron Bankruptcy Case or
       will condition the Bankruptcy Sale on the full assumption
       of all rights and obligations under the Royalty
       Agreements, including any royalties arising under the
       Subordinated Royalty Agreement payable after the closing
       of the Bankruptcy Sale and that FPL will purchase the
       project subject to the Royalty Agreements and the
       Subordinated Security Agreement; and

   (f) The Parties will mutually waive, release and forever
       discharge one another for all claims related to the
       Herling Claim or the Disputes or any facts related
       thereto.

Mr. Sosland notes that with the Settlement Agreement, the Parties
resolve all issues related to the Claims without further
litigation.  If these disputes are not resolved through the
Settlement Agreement, it is likely that future litigation could
result in additional, unnecessary expense for Cabazon.  Moreover,
if the Herling Parties prevailed in the Disputes, Cabazon might
be exposed to damages in excess of $7,000,000.

Accordingly, at Cabazon's request, Judge Gonzalez approves its
Settlement Agreement with the Herling Parties. (Enron Bankruptcy
News, Issue No. 96; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


EXIDE TECHNOLOGIES: Hiring Scott D. Phillips as Expert Witness
--------------------------------------------------------------
On February 21, 2003, the U.S. Bankruptcy Court permitted the
Exide Technologies Debtors to employ Katten Muchin Zavis Rosenman
as their special litigation counsel. Katten represents the Debtors
in connection with their global intellectual property matters,
including prosecution of patent and trademark applications and
enforcement of their intellectual property rights.

On March 14, 2003, the Debtors proposed to reject several
executory contracts they entered with EnerSys, Inc.  EnerSys
opposed the rejection and the parties are currently litigating
the matter.

On August 2, 2003, Katten, on behalf of the Debtors, signed an
engagement letter concerning the employment of Scott D. Phillips
of InteCap, Inc. as an expert to Katten and Kirkland & Ellis LLP
in connection with the EnerSys Litigation.

Accordingly, the Debtors seek the Court's authority to employ Mr.
Phillips as an expert witness in connection with the EnerSys
Litigation.  The Debtors selected Mr. Phillips as their expert
due to his extensive experience with trademark matters including
the valuation of trademarks.  One of the matters at issue in the
Litigation is the value of specific trademarks to both the
Debtors and EnerSys.

Specifically, Mr. Phillips will:

   (a) render any requested advice or expert opinion that may be
       required to assist in the Litigation;

   (b) provide information relevant to the Trademark issue;

   (c) testify before the Court as witness for the Debtors; and

   (d) perform all other services for the Debtors that may be
       necessary and proper in furtherance of the matters for
       which the Expert is being employed.

The Debtors will compensate InteCap on behalf of Mr. Philipps'
services pursuant to the firm's standard hourly rates, plus
reimbursement of actual, necessary expenses and other charges
incurred by Mr. Philipps and the other InteCap professionals who
will assist him.

           Scott D. Phillips        $495
           Managing Directors        395 - 545
           Directors                 260 - 345
           Associates                200 - 250
           Analysts                  125 - 170

Mr. Phillips assures the Court that he, InteCap and its
affiliates do not represent any party-in-interest with respect to
the Debtors' Chapter 11 cases and, thus, do not hold material or
adverse interest to the Debtors' estate.

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)

  
FEDERAL-MOGUL CORP: Future Rep. Asks Court to Disqualify Gibbons
----------------------------------------------------------------
Eric D. Green, legal representative for Future Asbestos
Claimants, points out that Gibbons, Del Deo, Dolan, Griffinger &
Vecchione, P.C., is simultaneously representing the Federal-Mogul
Debtors, and Kensington International Limited and Springfield
Associates, LLC on petition to the United States Court of Appeals
for the Third Circuit for a writ of mandamus to the Honorable
Alfred M. Wolin.

Furthermore, in a supplemental affidavit, Frank J. Vecchione, a
member of Gibbons, Del Deo, Dolan, Griffinger & Vecchione,
disclosed that:

   (a) Gibbons has been retained to represent Kensington and
       Springfield, holders of $275,000,000 in aggregate
       principal amount of indebtedness in Owens Corning, et al.
       Chapter 11 proceedings; and

   (b) On October 10, 2003, Kensington and Springfield filed a
       request in Owens Corning's case seeking to recuse Judge
       Wolin from further participation in Owens Corning's
       bankruptcy cases.

Thus, Mr. Green asks the Court to disqualify Gibbons from
participating in the Debtors' cases.  Maribeth L. Minella, Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
asserts that Gibbons should be disqualified because the firm's
simultaneous representation creates a concurrent conflict of
interest, as it calls into question the fair and efficient
administration of justice, and implicates public interests.

It is likely that the outcome of Kensington and Springfield's
recusal motion will impact Federal-Mogul's bankruptcy cases.  The
Federal-Mogul bankruptcy cases and the Owens Corning bankruptcy
cases are related by virtue of Judge Wolin's appointment to both
cases.  If Gibbons successfully advocates for Kensington and
Springfield, that is, they prove that the relationship between
Judge Wolin and the Court-Appointed Advisors is somehow improper
and causes Judge Wolin's recusal, the same result may be required
in the Federal-Mogul cases.  Removing Judge Wolin from the
Federal-Mogul cases will cause delay and impose additional costs
on all parties.

By advocating the goals of one client, Kensington and
Springfield, Gibbons will materially limit the goals of another,
Federal-Mogul.  In short, Gibbons' simultaneous representation
works to undo the very goal of appointing a single judge to
administer justice for these complex asbestos bankruptcies.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some $6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $ 10.15 billion in assets and $ 8.86
billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No.
49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COMPANIES: Proposes Solicitation & Tabulation Procedures
----------------------------------------------------------------
The Fleming Debtors ask the Court to set up procedures and
relevant dates for the solicitation and tabulation of votes to
accept or reject the First Amended Plan.  The Debtors suggest
that the case is ready for the scheduling of a hearing to
consider confirmation of the Amended Plan.  The Debtors ask the
Court to:

   (i) approve the ballot forms that will be distributed to
       voting creditors;

  (ii) approve the form of notices and solicitation packages;

(iii) fix a voting deadline and deadline for filing confirmation
       objections; and

  (iv) schedule discovery.

The Debtors anticipate that several issues may arise with respect
to the Plan, which will require discovery.

                      Plan Objection Deadline

The Debtors suggest that the deadline for filing confirmation
objections be 20 days before the Confirmation hearing.

                        Discovery Schedule

The Debtors ask the Court to establish, in advance of the
confirmation hearing date, a schedule for anticipated discovery
in the form of a pre-trial order embodied in the solicitation
order.

                        Voting Record Date

For purposes of voting to accept or reject the Plan, the Debtors
suggest that the hearing date on the approval of the Solicitation
Procedures be the Voting Record Date.  The Voting Record Date
will apply to:

   (a) all creditors who have filed timely proofs of Claim or
       whose Claims are listed as non-contingent, liquidated or
       undisputed on the Debtors' schedules of assets and
       liabilities; and

   (b) all trustees, agents and Nominees that will cast votes on
       behalf of the Beneficial Holders.

                         Voting Deadline

The Debtors suggest that all ballots accepting or rejecting the
Plan must be received by Bankruptcy Management Corporation in El
Segundo, California, by 5:00 p.m., Prevailing Eastern Time, 20
days before the Confirmation Hearing Date.

The Debtors, in consultation with the Official Committee of
Unsecured Creditors, may extend or waive the period during which
votes will be accepted.

The Debtors will adopt these rules to determine the Claim amount
associated with a creditor's vote:

       (a) If the Debtors have not filed a written objection to
           a Claim, the Claim amount for voting purposes will
           be the amount contained on a timely filed proof of
           Claim or, if no timely proof of Claim was filed, the
           non-contingent, liquidated and undisputed Claim amount
            listed in the Debtors' schedules of liabilities;

       (b) If the Debtors have filed an objection to a Claim and
           that objection is still pending, the Claim Holder's
           vote will not be counted in accordance with Rule
           3018(a) of the Federal Rules of Bankruptcy Procedure,
           unless its Claim is temporarily allowed by the Court
           for voting purposes, after notice and a hearing.  The
           deadline for the Debtors to file and serve written
           objections to Claims for this purpose will be 20 days
           before the Confirmation Hearing;

       (c) If a creditor is not entitled to vote and believes
           that it should be entitled to vote on the Plan, then
           that creditor must serve on the Debtors and file with
           the Court a motion pursuant to Rule 3018(a) seeking
           temporary allowance for voting purposes.  The Rule
           3018(a) Motion must be filed and received by the
           Debtors 10 days before the Confirmation Hearing.  With
           regard to any timely filed Rule 3018(a) Motions, the
           Debtors may file a response no later than one business
           day before the commencement of the Confirmation
           Hearing.  Timely filed Rule 3018(a) Motions, if any,
           will be considered at the Confirmation Hearing; and

       (d) Ballots cast by creditors who timely file proofs of
           Claim in unliquidated, contingent or unknown amounts
           that are not the subject of a pending objection, will
           be counted for satisfying the numerosity requirement
           of Section 1126(c) of the Bankruptcy Code and will be
           counted for $1.00 for the purpose of satisfying the
           dollar amount provisions of Section 1126(c).

To ensure that its vote is counted, each Holder of a Claim must:

       -- complete a Ballot;

       -- indicate whether it is voting to accept or reject the
          Plan in the boxes provided in the Ballot; and

       -- sign and return the Ballot to the address set forth on
          the envelope enclosed therewith on or before the Voting
          Deadline, or in the case of a Beneficial Holder whose
          securities are held in the name of a Nominee, in
          sufficient time to permit the Nominee to include its
          vote in the applicable Master Ballot and return the
          Master Ballot to the Solicitation Agent on or before
          the Voting Deadline.

               Solicitation & Tabulation Procedures

The Debtors will adopt these general voting procedures and
standard assumptions to tabulate the votes cast:

       (i) Except to the extent determined by the Debtors and the
           Committee, the Debtors will not accept or count any
           Ballots or Master Ballots received after the Voting
           Deadline;

      (ii) Creditors will not be allowed to split their vote
           within a Claim.  Each creditor that splits its vote
           will be deemed to have voted the full amount of its
           Claim to accept the Plan;

     (iii) The method of delivery of Ballots and Master Ballots
           to the Solicitation Agent is at the election and risk
           of each Holder.  Except as otherwise provided in the
           Plan, the delivery will be deemed made only when the
           original executed Ballot or Master Ballot is actually
           received by the Solicitation Agent;

      (iv) The Solicitation Agent must receive an original
           executed Ballot or Master Ballot.  The delivery of a
           Ballot or Master Ballot by facsimile, email or any
           other electronic means will not be accepted or
           counted;

       (v) No Ballot or Master Ballot sent to (a) the Debtors,
           (ii) any indenture trustee or agent, or (b) the
           Debtors' or the Committee's financial or legal
           advisors will be accepted or counted;

      (vi) The Debtors and the Committee expressly reserve the
           right to amend Plan terms at any time, and from time
           to time.  If the Debtors materially change any Plan
           terms or waive a material condition, the Debtors will
           disseminate additional solicitation materials and will
           extend the solicitation period, in each case, to the
           extent directed by the Court;

     (vii) If multiple Ballots or Master Ballots are received
           from, or on behalf of, an individual Holder for the
           same Claim before the Voting Deadline, the last Ballot
           or Master Ballot timely received will be deemed to
           reflect the voter's intent and to supersede and revoke
           any prior Ballot or Master Ballot;

    (viii) All Ballots executed by a Holder of Claims which do
           not indicate an acceptance or rejection of the Plan or
           which indicate both an acceptance and rejection of the
           Plan will not be counted;

      (ix) Any trustee, executor, administrator, guardian,
           attorney-in-fact, officer of a corporation, or other
           person acting in a fiduciary or representative
           capacity, who signs a Ballot or Master Ballot must:

           (a) indicate his or her capacity as such when signing;
               and

           (b) unless otherwise determined by the Debtors, submit
               proper evidence of that authority to act on behalf
               of a beneficial interest Holder in form and
               content satisfactory to the Debtors and the
               Committee;

       (x) The Debtors, in consultation with the Committee,
           without notice, may waive any defect in any Ballot or
           Master Ballot at any time, either before or after the
           Close of voting, and without notice;

      (xi) Any Holder of a Claim who has delivered a valid Ballot
           may withdraw its vote solely in accordance
           Rule 3018(a);

     (xii) The Debtors' and the Committee's interpretation of the
           terms and conditions of the Plan pertaining to
           solicitation procedures will be final and binding on
           all parties, unless otherwise directed by the Court;

    (xiii) The Debtors and the Committee reserve the absolute
           right to reject any and all Ballots and Master Ballots
           not proper in form, the acceptance of which would, in
           the opinion of the Debtors or their counsel, not be in
           accordance with the Bankruptcy Code provisions; and

     (xiv) Neither the Debtors, the Committee, nor any other
           person or entity will be under any duty to provide
           notification of defects or irregularities with respect
           to the Ballots or Master Ballots nor will any of them
           incur any liabilities for failure to provide the
           notification.  The delivery of the Ballots or Master
           Ballots will not be deemed to have been made until
           The irregularities have been cured or waived.  Ballots
           and Master Ballots previously furnished -- as to which
           any irregularities have not been cured or waived --
           will not be counted.

         Procedures Relating to Beneficial Holder Claims

The Debtors will apply these procedures with respect to the
Holders of Old Notes, which fall within Class 6 General Unsecured
Claims under the Plan:

       (1) The Debtors will distribute a Ballot to each record
           Holder of the Beneficial Holder Claims as of the
           Voting Record Date;

       (2) The Debtors will also distribute a Master Ballot and
           an appropriate number of copies of Solicitation
           Packages -- including Class 6 Ballots -- to each bank
           or brokerage firm identified by the Solicitation Agent
           as an entity through which beneficial owners hold
           their Beneficial Holder Claims.  Each Nominee will be
           asked to immediately distribute the Solicitation
           Packages to all Beneficial Holders for which it holds
           The Beneficial Holder Claims;

       (3) Each Nominee must summarize the individual votes of
           the Beneficial Holders on whose behalf it holds the
           Old Notes Claims from their individual Ballots on a
           Master Ballot and return the Master Ballot to the
           Solicitation Agent;

       (4) Each Beneficial Holder of the Beneficial Holder Claims
           holding as a record Holder in its own name, will vote
           on the Plan by completing and signing the Ballot and
           returning it to the Solicitation Agent;

       (5) Each Beneficial Holder of the Beneficial Holder Claims
           who holds in "street name" through a Nominee will
           vote on the Plan by promptly completing and signing a
           Ballot and returning it to its Nominee in sufficient
           time to allow the Nominee to process the Ballot and
           return a Master Ballot to the Solicitation Agent by
           the Voting Deadline;

       (6) Any Ballot returned to a Nominee by a Beneficial
           Holder will not be counted for purposes of accepting
           or rejecting the Plan unless and until the Nominee
           properly completes and timely delivers to the
           Solicitation Agent a Master Ballot that reflects the
           Beneficial Holder's vote;

       (7) If a Beneficial Holder holds its Beneficial Holder
           Claims through more than one Nominee, the Beneficial
           Holder must execute a separate Ballot for each block
           of the Beneficial Holder Claims that it holds through
           any one Nominee and return each Ballot to the Nominee
           that holds of record the applicable Beneficial Holder
           Claims;

       (8) If a Beneficial Holder holds a portion of its
           Beneficial Holder Claims through a Nominee and another
           portion directly or in its own name as a record
           Holder, that Beneficial Holder should follow the
           procedures with respect to voting each portion
           separately; and

       (9) Nominees which are participants with The Depository
           Trust Company will not be permitted to cast votes on
           behalf of their Beneficial Holders in excess of their
           positions in the DTC as of the Voting Record Date.

At their discretion, the Debtors may reimburse any Nominee, and
any of their agents, only for their reasonable, actual and
necessary out-of-pocket expenses incurred in performing the
requested tasks.

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)


FREEPORT-MCMORAN: Senior Unsec. Debt Issue Earns S&P's B- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' senior
unsecured debt rating to Freeport-McMoRan Copper & Gold Inc.'s
$350 million notes due 2014. Proceeds will be used to prepay
existing debt.

"The ratings on Freeport-McMoRan reflect its ownership in one of
the lowest-cost copper operations in the world and strong free
cash flow generation overshadowed by the risks of operating in the
Republic of Indonesia and its aggressive debt leverage, said
Standard & Poor's credit analyst Dominick D'Ascoli.

Freeport-McMoRan produced approximately 1.3 billion pounds of
copper and 2.5 million ounces in 2003. The company ranks as one of
the world's lowest-cost copper producers, benefiting from high
gold content in its copper ore and current high gold prices; low
labor costs; and favorable geological conditions; which allow the
company to use lower-cost open pit mining methods, rather than
higher-cost underground mining methods. Freeport should be able to
sustain its very low-cost position through the intermediate term,
because the majority of its ore is produced from its Grasberg,
Indonesia open pit mine, which is not expected to be depleted
until 2015. In 2003, cash production costs--with gold as a by-
product credit--averaged a very low negative two cents per pound.
With copper and gold reserves totaling 54 billion pounds and 60
million ounces, respectively, the Grasberg mining district of
Indonesia is the largest copper-and gold-based deposit in the
world, ensuring Freeport-McMoRan will have significant long-term,
low-cost production. The company also benefits from a fair degree
of vertical integration as a result of its ownership in two
smelting and refining facilities, Atlantic Copper SA (100%) in
Spain, and PT Smelting Co. (23%) in Gresik, Indonesia. The two
smelters process approximately 50% of the mine's output.


GARDENBURGER: Annual Shareholders' Meeting Slated for March 2
-------------------------------------------------------------
The Annual Meeting of Shareholders of Gardenburger, Inc., an
Oregon corporation, will be held on Tuesday, March 2, 2004, at
10:00 a.m. Pacific Standard Time, at the DoubleTree Hotel, 90
Pacifica Avenue, Irvine, California 92618. The purposes of the
Annual Meeting will be:

1. To elect seven directors to serve until the next Annual Meeting
   of Shareholders (holders of the Series C Convertible Preferred
   Stock, voting as a separate group, are entitled to elect two of
   the seven directors);

2. To approve an amendment to the Restated Articles of
   Incorporation to defer the earliest date of mandatory
   redemption of the Company's Series C and Series D Convertible
   Preferred Stock to as late as June 30, 2008; and

3. To consider and act upon any other matter which may properly
   come before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on
January 16, 2004, as the record date for determining shareholders
entitled to notice of, and to vote at, the meeting or any
adjournment thereof.

Founded in 1985 by GardenChef Paul Wenner(TM), Gardenburger, Inc.
-- whose September 30, 2003 balance sheet shows a net capital
deficit of about $56 million -- is an innovator in meatless, low-
fat food products. The Company distributes its flagship
Gardenburger(R) veggie patty to more than 30,000 food service
outlets throughout the United States and Canada. Retail customers
include more than 24,000 grocery, natural food and club stores.
Based in Portland, Ore., the Company currently employs
approximately 175 people.


HAIGHTS CROSS: S&P Assigns Junk Rating to $74M Sr. Discount Notes
-----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Haights Cross Communications Inc.'s Rule 144A offering of $74
million senior discount notes due 2011.

At the same time, Standard & Poor's revised its outlook on HCC to
negative from stable due to increased financial risk resulting
from the discount notes issue, recently soft profitability, a
lackluster near-term operating outlook, and risks relating to the
company's acquisition strategy. In addition, Standard & Poor's
affirmed its 'B' corporate credit rating. White Plains, New York-
based HCC is a supplemental education publisher serving the school
and library markets. As of Sept. 30, 2003, debt, pro forma for the
discount notes, was $314 million, and debt-like preferred stock
was $87 million.

Issue proceeds are expected to be used for general corporate
purposes, including future acquisitions. The company has entered
into a letter of intent with respect to a potential acquisition of
a print-based curriculum supplemental publishing company for about
$25 million - $30 million. "The acquisition appears to provide a
good strategic fit, and offers potential cost saving
opportunities," said Standard & Poor's credit analyst Hal
Diamond. "Nevertheless, risks relating to the timing, size, and
profitability of future acquisitions will be key issues for the
company."

Revenues decreased 1% for the nine months ended Sept. 30, 2003, as
a 7% drop in library publishing revenues was partially offset by a
5% increase in education sales. EBITDA fell 10% over the same
period, reflecting operating investments to consolidate warehouse
and customer service functions, and new sales and marketing
programs. Management anticipates to report slightly lower revenue
and EBITDA for the fourth quarter ended Dec. 31, 2003, than the
2002 fourth quarter due to continued weak sales of audiobooks
through retail channels. Additionally, reduced spending for
library materials has undermined the profitability of the
company's Chelsea House hardcover book business. Management cannot
predict whether these trends will continue to negatively impact
its future financial performance.


HARNISCHFEGER IND.: No Stock Distribution to Claimants in January
-----------------------------------------------------------------
Joy Global Inc. (Nasdaq: JOYG) (f.k.a. Harnischfeger Industries,
Inc.) announced that, because no significant claims have been
resolved since the Company's most recent stock distribution on
July 31, 2003, no distribution of common stock will be made at the
end of January 2004 to holders of allowed pre-petition claims
against Harnischfeger Industries, Inc., the Company's name prior
to its reorganization in 2001.

The Company indicated that 48,766,577 shares have been distributed
to date and the 1,233,423 remaining shares will be distributed in
accordance with the Company's plan of reorganization as the two
remaining bankruptcy related claims are finally resolved.

Joy Global Inc. is a worldwide leader in manufacturing, servicing
and distributing mining equipment, both for surface mines, through
its P&H Mining Equipment division, and underground mines, through
its Joy Mining Machinery division.


HOLLINGER INT'L: Responds to Press Holdings' Schedule 13-D Filing
-----------------------------------------------------------------
In response to certain statements made in a Schedule 13-D filing
with the U.S. Securities and Exchange Commission by Press Holdings
International Limited, Hollinger International Inc. (NYSE: HLR)
stated that as previously reported its independent directors have
taken a series of actions, including the approval of a shareholder
rights plan and the filing of a complaint in the Delaware Chancery
Court, to protect the rights of all shareholders and give the
Corporate Review Committee the ability to negotiate on behalf of
all shareholders.

Sir Frederick Barclay, on his own initiative, recently commenced a
dialogue with Hollinger International's senior financial advisor
to see if a settlement satisfactory to all parties could be
achieved.  The financial advisor responded that any settlement
should be in the context of the Strategic Process the Company is
pursuing, or at a preemptive price to terminate that process, and
should provide for the continuance of the of the investigation of
the Board's Special Committee.

Sir Frederick indicated tentatively that he was considering a
price of $18 per share to buy out the shareholders, but would need
to discuss this with his brother.  No offer or proposal was ever
made.  In a subsequent conversation, Sir Frederick indicated he
was no longer considering the $18 price at the present time.

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.


INTEGRATED HEALTH: Wants Claims Objection Deadline Moved to May 6
-----------------------------------------------------------------
Prior to the Effective Date of the Integrated Health Services,
Inc.'s Amended Reorganization Plan, the Debtors filed 35 omnibus
objections to claims.  

Approximately 1,200 claims remain the subject of pending
objections.  As of the Effective Date, the Debtors had reviewed
substantially all of the more than 14,000 claims filed in the
Chapter 11 cases.  However, Alfred Villoch, III, Esq., at Young
Conaway Stargatt & Taylor, in Wilmington, Delaware, states, there
still remains a number of claims that have not yet been reviewed.  

Since September 9, 2003, IHS Liquidating and its professionals
have worked diligently in an effort to:

   -- review the pending claim objections to determine whether
      all have been properly asserted;

   -- review the claims, which the Debtors did not review prior
      to the Effective Date; and

   -- determine whether to file additional objections to claims.  

At the same time, IHS Liquidating is working toward the
resolution of certain disputed claims so as to reduce the number
of objections that would otherwise require the Court's
resolution.

While IHS Liquidating has used its best efforts to advance the
reconciliation process, IHS Liquidating believes that the
completion of that process will require substantial additional
time and effort.  Accordingly, IHS Liquidating asks the Court to
extend the Claims Objection Deadline to May 6, 2004.  

Mr. Villoch asserts that an extension is necessary so that IHS
Liquidating may discharge its fiduciary duties in a responsible
manner.  The extension will provide IHS Liquidating with much-
needed time to effectively evaluate all claims, prepare and file
additional objections to claims, and, where possible, attempt to
consensually resolve disputed claims.  Mr. Villoch assures the
Court that IHS Liquidating will continue to report to the Post-
Confirmation Committee with respect to its progress on this
front.  

While IHS Liquidating will endeavor to complete its evaluation
process by May 6, 2004, they cannot be certain at this time
whether the process will be completed by that date.  Thus, as a
matter of prudence, IHS Liquidating further asks the Court to
grant an extension without prejudice to their right to seek
another extension if necessary.

The Court convened a hearing Wednesday to consider the Debtors'
request. No Court decision document has been procured as of press
time.

                   Premiere Committee Responds

The Official Committee of Unsecured Creditors of Premiere
Associates, Inc. contends that any extension of the time to
object to claims serves as a basis for IHS Liquidating to delay
distributions to the holders of Allowed Premiere Claims or
transfers to the Disputed Premiere Unsecured Claims Account.  

Anthony M. Saccullo, Esq., at the Bayard Firm, in Wilmington,
Delaware, asserts that the distribution and transfer, which are
capped at $1,770,000, must be made immediately, without regard to
the extension requested.  

Mr. Saccullo reminds the Court that:

   (a) Section 4.7 of the Amended Plan provides that each holder
       of an Allowed Premiere Allowed Claim will receive a
       distribution in Cash in an amount equal to 6% of its
       Allowed Claim, provided that the aggregate amount of
       Allowed Premiere Unsecured Claims does not exceed
       $22,000,000.  In no event will the amount distributed
       under the Amended Plan to holders of Allowed Premiere
       Unsecured Claims exceed $1,770,000; and

   (b) Section 6.1(b) of the Amended Plan provides that any
       distribution or payments to be made pursuant to the
       Amended Plan are timely if made within 30 days after the
       dates specified in the Amended Plan.  Section 6.1(d)(2)
       provides that the fees and expenses incurred by any
       Disbursing Agent after the Effective Date will not be paid
       out of the distribution to Class 7.

Furthermore, IHS Liquidating's requested extension must be with
prejudice to further extensions with regard to the claims in
Class 7.  The universe of claimants in Class 7 is almost entirely
known, and the magnitude of distributions is capped at either 6%
of the claim amount or $1,770,000, Mr. Saccullo notes.  Given the
treatment of these creditors under the IHS Amended Joint Plan of
Reorganization, IHS Liquidating must not be entitled to a further
extension of the time to object to these claims.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 70; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


INTERNATIONAL UTILITY: Canadian Court Extends CCAA Stay to June 30
------------------------------------------------------------------
International Utility Structures Inc. (TSX: IUS) received an
extension of its CCAA stay to June 30, 2004, in order to continue
its restructuring efforts. Additionally, the Court has ordered
that the requirement to call an Annual General Meeting of
shareholders of IUSI in 2004 is to be dispensed with and postponed
until determined appropriate.

IUSI will be sending its fiscal 2003 year end financial statements
and MD&A to shareholders in the normal course and filing its
Annual Information Form in mid February. The Annual Information
Form will include an update on the current status of restructuring
efforts.


INTERWAVE COMMS: Second-Quarter 2004 Net Loss Narrows to $1.1 Mil.
------------------------------------------------------------------
interWAVE(R) Communications International, Ltd. (Nasdaq: IWAV), a
pioneer in compact wireless voice communications systems,
announced financial results for the second fiscal 2004 quarter
ended December 31, 2003.

Revenues under generally accepted accounting principles for the
quarter increased 32 percent to $10.5 million compared to $8.0
million in the comparable quarter last year.  interWAVE reported a
net loss down 87 percent to $1.1 million, or $(0.14) per share,
compared to a net loss of $8.0 million, or $(1.20) per share, for
the comparable second quarter of fiscal 2003.  Net losses per
share have been retroactively adjusted for a one-for-ten reverse
stock split effected April 30, 2003.

An additional $1.8 million in revenues and $1.2 million in gross
profits were deferred to be recognized in future periods upon
completion of all deliverables to the respective customers under
the application of the accounting pronouncement EITF 00-21.  At
the start of fiscal 2004 on July 1, 2003, the Company adopted EITF
00-21, "Revenue Arrangements with Multiple Deliverables."  EITF
00-21 addresses whether a customer arrangement contains more than
one unit of accounting and the measurement and allocation of the
separate units of accounting in the customer arrangement.  
Application of EITF 00-21 in the first quarter of fiscal 2004 did
not impact the Company's results.  This accounting treatment has
no impact on underlying cash flows of the Company or the ultimate
profitability of the customer arrangements.

Also during the second quarter, the Company closed a private
equity transaction whereby it raised an aggregate of $5.3 million
through the issuance of 1.35 million common shares.

Erwin Leichtle, president and chief executive officer of
interWAVE, commented, "We are very pleased with this quarter's
positive financial results.  Those results include consistently
increasing levels of product and services provided to our
customers and increasing revenues with consistently increasing
gross margins.  As I indicated last quarter, we started and we are
continuing to achieve some of the benefits from the continuing
implementation of our strategic plan -- a plan that has and will
include some tough operating changes.  In this plan, we are
customer and fiscally focused, whereas our overall near-term goal
is to become profitable and our continuous goals are to grow the
business responsibly and enhance shareholder value.  During the
second quarter, we continued to narrow the distance to our
profitability goal -- we reduced our net loss by 69% from that of
the prior sequential quarter and by 87% from that of the
comparable second quarter last year.  We are also very pleased
that we were able raise $5.3 million from newly issued equity
through the confidence of new investors."

During the quarter, 16 percent of interWAVE's revenues resulted
from arrangements with new customers.  interWAVE provided product
and services to 5 new customers during the second quarter.

William Carlin, senior vice president and chief operating officer,
commented, "Follow-on business with existing customers continues
to be an important aspect of our providing products and services,
especially as customers deploy our technology and continue to
benefit from the revenue possibilities that our products create.  
And we continue to be pleased with the frequency of new orders
from entirely new customers recorded during the quarter."

Revenues under generally accepted accounting principles for the
six months ended December 31, 2003 increased 42 percent to $21.2
million compared to $14.9 million in the comparable six months
last year.  interWAVE reported a net loss down 75 percent to $4.5
million, or $(0.63) per share, compared to a net loss of $17.7
million, or $(2.81) per share, for the comparable six months
of fiscal 2003.  Net losses per share have been retroactively
adjusted for a one-for-ten reverse stock split effected April 30,
2003.

interWAVE's combined cash balances at the end of the second
quarter were $6.7 million, resulting from a net combined cash
balances increase of $31 thousand during the second quarter of
fiscal 2004.  This compares to combined cash balances at the start
of the quarter of $6.6 million.  Combined cash balances represent
cash, cash equivalents, and restricted cash.  Net combined cash
balances increase (decrease) comprises the combined increase
(decrease) of cash and cash equivalents, short-term investments
and restricted cash.

interWAVE Communications International Ltd. (Nasdaq: IWAV) is a
global provider of compact network solutions and services that
offer innovative, cost-effective and scalable networks allowing
operators to "reach the unreached."  interWAVE solutions provide
economical, distributed networks intended to minimize capital
expenditures while accelerating customers' revenue generation.  
These solutions feature a product suite for the rapid and simple
deployment of end-to-end compact cellular systems.  interWAVE's
portable, mobile cellular networks provide vital and reliable
wireless communications capabilities for customers in over 50
countries.  The Company's U.S. subsidiary is headquartered at 2495
Leghorn Street, Mountain View, California, and can be contacted at
http://www.iwv.com/    
    
                          *    *    *

                Liquidity and Capital Resources

In its Form 10-K filed with the Securities and Exchange Commission
on September 30, 2002, interWAVE stated:

"Net cash used in operating activities in 2002, 2001 and 2000
was primarily a result of net operating losses. Net cash used in
operating activities for 2002 was primarily attributable to net
loss from operations, decreases in accounts payable and accrued
expenses and other liabilities, offset by non-cash depreciation
and amortization and losses on asset impairments and sales, as
well as decreases in inventory and trade receivables and
increases in deferred revenue. For 2001, net cash used in
operating activities was primarily attributable to net loss from
operations, increases in inventory and decreases in accounts
payable, offset by non-cash depreciation and amortization and
losses on asset impairments and sales, as well as decreases in
trade receivables and increases in accrued expenses and other
current liabilities and deferred revenue. For 2000, net cash
used in operating activities were primarily attributable to net
loss from operations and increases in trade receivables, offset
by increases in accounts payable.

"Investing Activities. For 2002, the primary source of cash in
investing activities was the sale of short-term investments. For
2001, our investing activities consisted primarily of the sale
of short-term investments offset by cash used in acquisitions
for $18.5 million. Other uses of cash in investing activities
consisted of purchases of $8.2 million in capital equipment and
intangible assets. We expect that capital expenditures will
decrease due to our continued cost-cutting efforts and
conservation of cash resources. For 2000, the primary use of
cash in investing activities were the purchases of short-term
investments and capital equipment.

"Financing Activities. During 2002, we raised $2.5 million from
the sale of shares and the exercise of warrants, options and
ESPPs. In 2001, the primary use of cash in financing activities
were principal payments on notes payable net of receipts on our
issuance of notes receivable to several of our customers. In
January 2000, we completed our initial public offering, which
raised $116.3 million net of costs.

"Commitments. We lease all of our facilities under operating
leases that expire at various dates through 2006. As of June 30,
2002, we had $7.1 million in future operating lease commitments.
In August 2002, we signed a new lease for 2,300 square feet of
facility with Hong Kong Technology Centre. We moved into the new
office at the end of August 2002. The new lease expires in
August 2004. In the future we expect to continue to finance the
acquisition of computer and network equipment through additional
equipment financing arrangements.

"As of June 30, 2002, we have two capital leases with GE
Capital. Aggregate future lease payments are $0.5 million, $0.5
million and $0.3 million for fiscal years 2003, 2004 and 2005,
respectively.

"Summary of Liquidity. There can be no assurances as to whether
our existing cash and cash equivalents plus short-term
investments will be sufficient to meet our liquidity
requirements. We have had recurring net losses, including net
losses of $64.3 million, $94.1 million and $28.4 million for the
years ended June 30, 2002, 2001 and 2000, respectively, and we
have used cash in operations of $28.8 million, $49.4 million,
and $21.8 million for the years ended June 30, 2002, 2001 and
2000, respectively. Management is currently forming and
attempting to execute plans to address these matters. These
plans include achieving revenues and margins that will sustain
levels of spending, reducing levels of spending, raising
additional amounts of cash through the issuance of debt, equity
or through other means such as customer prepayments. If
additional funds are raised through the issuance of preferred
equity or debt securities, these securities could have rights,
preferences and privileges senior to holders of common stock,
and the terms of any debt could impose restrictions on our
operations. The sale of additional equity or convertible debt
securities could result in additional dilution to our
stockholders, and we may not be able to obtain additional
financing on acceptable terms, if at all. If we are unable to
successfully execute such plans, we may be required to reduce
the scope of our planned operations, which could harm our
business, or we may even need to cease operations. In this
regard, our independent auditor's report contains a paragraph
expressing substantial doubt regarding our ability to continue
as a going concern. We cannot assure you that we will be
successful in the execution of our plans."


IT GROUP: Committee Wants Authority to Prosecute More Claims
------------------------------------------------------------
The Official Committee of Unsecured Creditors, appointed in The IT
Group Debtors' bankruptcy cases, asks the Court to amend or
clarify its previous orders granting the Committee leave, standing
and authority to prosecute causes of action arising under Chapter
5 of the Bankruptcy Code.  

The Committee wants Judge Walrath to confirm or grant it
additional authority to investigate and, if appropriate, prosecute
claims and causes of action against the Debtors' insiders and
their affiliates, effective as of December 22, 2003.

According to Jeffrey M. Schlerf, Esq., at The Bayard Firm PA, in
Wilmington, Delaware, the Debtors and their prepetition lenders
do not object to this request.  The Committee and the Prepetition
Lenders represent substantially all of the Debtors' creditor
constituencies.  Pursuant to a Global Settlement incorporated
into the Debtors' proposed Chapter 11 Plan, the Debtors'
unsecured creditors and the Prepetition Lenders will share in the
recoveries from Insider Causes of Action, in addition to Other
Estate Causes of Action and Avoidance Actions.

When the Committee obtained Court authority to prosecute the
Debtors' Causes of Action, the Committee and the Prepetition
Lenders believed that potential claims and causes of action also
exist against the Debtors' current and former officers,
directors, accountants, as well as prepetition advisors, agents
and other professional persons.  At that time, the Committee
contemplated that the causes of action may include the Debtors'
insiders.  Moreover, in the course of investigating the claims
and causes of action, the Committee discovered that the estates
have claims and causes of action against the Debtors' controlling
shareholder -- The Carlyle Group and its affiliates.

Mr. Schlerf asserts that the Committee has the authority to
investigate, and if appropriate, prosecute all claims for the
benefit of the estates.  The Court's November 6, 2003 Order
authorized the Committee to investigate and, if appropriate,
prosecute Avoidance Actions against any entity, including
insiders like Carlyle.  The Committee believes that the claims
and causes of action against Carlyle in particular include, but
are not limited to, avoidance claims.

However, if an action is commenced against any insider, including
Carlyle, the Committee anticipates that the party may contend
that it was not authorized by either the November 6, 2003 Order
or the December 22, 2003 Order to take that action.   Thus, out
of an abundance of caution, the Committee seeks a clarification.

The only entity known to the Committee that opposes its request
is The Carlyle Partners II, L.P.  Since Carlyle and its
affiliates are the target of an action to be brought by the
Committee, their opposition is not at all surprising, Mr. Schlerf
says.  The Committee suggests that the Court disregard Carlyle's
self-interest in any potential litigation and consider what is in
the best interest of these estates.

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)  


JACKSON PRODUCTS: Court Confirms Prepackaged Chapter 11 Plan
------------------------------------------------------------
Jackson Products, Inc., received court approval of its prepackaged
plan of reorganization.

Jackson Products filed for court protection on January 12, 2004
and previously received authorization to continue paying
pre-petition and post-petition suppliers and vendors without
interruption.

"We are very pleased with the swiftness of the court approval of
our prepackaged plan of reorganization. Today's confirmation
should allow us to achieve our goal of completing this process
promptly," said David Gilchrist, Jackson Products' President and
Chief Executive Officer.

Jackson expects to emerge from Chapter 11 and close on its new
financing on or about February 11, 2004. Jackson Products
negotiated the prepackaged plan with holders of its senior
subordinated notes and secured senior subordinated notes. The
company then solicited acceptances of the prepackaged plan from
holders of the senior subordinated notes and secured senior
subordinated notes. All other creditors are to be paid in full
under the prepackaged plan.

Jackson Products and its 4 domestic subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code to obtain court
approval of the prepackaged plan and thereby bind all creditors
and equity holders to the prepackaged plan. Jackson Products'
affiliates outside of the United States were not included in the
Chapter 11 filing.

Jackson Products designs, manufactures and distributes safety
products and serves a variety of niche applications within the
personal and highway safety markets, principally throughout North
America and in Europe. Jackson Products markets its products under
established, well-known brand names to an extensive network of
distributors, wholesalers, contractors and government agencies.
Jackson Products currently has two reportable business segments:
Personal Safety Products and Highway Safety Products.


JACKSON PRODUCTS: Hires Vinson & Elkins as Bankruptcy Counsel
-------------------------------------------------------------
Jackson Products, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Missouri, Eastern Division, to employ Vinson & Elkins
LLP as Counsel in these cases.

Vinson & Elkins is a full-service legal firm with experience and
expertise in other legal areas that will be affected during this
reorganization. Over the past several months, Vinson & Elkins has
assisted the Debtors in exploring restructuring alternatives
including launching an exchange offer under the securities laws
and intensely preparing for the chapter 11 filings in the last few
weeks if the exchange offer was not successful. As a result,
Vinson & Elkins has become familiar with the Debtors' business
operations and financial affairs, as well as many of the legal
issues that are likely to arise in the course of their Cases.

Vinson & Elkins is expected to:

     a. serve as attorneys of record for the Debtors in all
        aspects of these Cases, to include any adversary
        proceedings commenced in connection with the Cases, and
        to provide representation and legal advice to the
        Debtors throughout the Cases;

     b. assist in the confirmation of the Plan or formulation
        and confirmation of another chapter 11 plan of
        reorganization, if necessary, and approval of the
        disclosure statement for the Debtors;

     c. consult with the United States Trustee, any statutory
        committee and all other creditors and parties-in-
        interest concerning the administration of the Cases;

     d. take all necessary steps to protect and preserve the
        Debtors' estates; and

     e. provide all other legal services required by the Debtors
        and to assist the Debtors in discharging their duties as
        the debtors-in-possession in connection with these
        Cases.

Bruce C. Herzog, Esq., reports that the hourly rates of the Vinson
& Elkins attorneys expected to perform legal services in this
engagement range from:

          partners           $350 to $590 per hour
          associates         $180 to $345 per hour
          paraprofessionals  $70 to $150 per hour

Headquartered in St. Charles, Missouri, Jackson Products, Inc. --
http://www.jacksonproducts.com-- designs, manufactures and  
distributes safety products of personal protective wear including
hard hats, safety glasses, hearing protectors and welding masks.
The Company filed for chapter 11 protection on January 12, 2004
(Bankr. E.D. Miss. Case No. 04-40448).  Holly J. Warrington, Esq.,
and William L. Wallander, Esq., at Vinson and Elkins LLP represent
the Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed estimated debts and
assets of more than $100 million each.


KB TOYS INC: Closing 375 Stores to Achieve Restructuring Goals
--------------------------------------------------------------
KB Toys, Inc., is closing at least 375 stores as part of its
restructuring efforts.

KB Toys is restructuring to address financial challenges created
primarily by the price war during the 2003 holiday season, mass
merchants' increasing use of toys as loss leaders during the
holiday season, and increasing price competition in the toy market
during the remainder of the year. KB Toys noted it will continue
operating more than 750 stores throughout the United States, the
Commonwealth of Puerto Rico and the American Territory of Guam.

KB Toys, Inc., said it had received approval from the United
States Bankruptcy Court for the District of Delaware to engage The
Ozer Group LLC, The Nassi Group LLC and SB Capital Group LLC as
its agents to conduct the store-closing inventory sales in at
least 356 stores beginning January 29, 2004. By February 11, 2004,
the Company will identify an additional 19 to 115 stores for
closing. KB Toys said it expects to sell up to $122.5 million of
inventory through the store-closing process.

As a result of the restructuring and store closings, KB Toys said
it will reduce its employment level by approximately 3,500
positions from the current level of approximately 12,000
positions.

"Closing these stores is a major step in KB Toy's restructuring
process. These stores are underperforming or do not fit with KB
Toys' strategic plans. Closing them also allows us to further
reduce our corporate overhead and regional operating costs.
Overall, this step greatly strengthens KB Toy's financial position
and puts KB Toys in a position to compete more effectively in the
future," said Michael L. Glazer, chief executive officer of KB
Toys, Inc. "The decision to close these stores was difficult but
necessary. We want to thank all of the affected employees for
their tremendous dedication and support of the Company."

The Company said that a list of the stores that will be closed
will be posted at http://www.kbtinfo.com/and will be updated as  
additional stores are added.

KB Toys, Inc. is the nation's largest combined mall-based and
online specialty toy retailer. It is a more than 80-year old
company, privately held and headquartered in Pittsfield,
Massachusetts.


KB TOYS: Nassi, Ozer & SB Capital Begin Liquidation & GOB Sales
---------------------------------------------------------------
Wednesday, the U.S. Bankruptcy Court for the District of Delaware
approved KB Toys, Inc.'s plan to close 377 stores as part of its
bankruptcy restructuring.  Store closing liquidation sales started
yesterday in 356 of the KB Toys stores across the country, and
start today at the remaining 21 stores.  Earlier this year, KB
Toys, Inc. announced it had filed for bankruptcy protection after
a soft holiday shopping season brought on by harsh competition
from big discount retailers.

A consortium of retail specialists consisting of The Nassi Group
LLC, SB Capital Group LLC and The Ozer Group LLC was selected
earlier this week and subsequently approved by the Bankruptcy
Court to orchestrate this massive event.  At this time, the
consortium has mobilized a force of field directors throughout the
49 states and Puerto Rico where the closing KB Toy stores are,
and have begun hanging signage and marking down prices in
preparation for the sales.

When the store closing sales begin, consumers will find all
merchandise reduced in price to facilitate swift liquidation.  
These stores are currently packed with the latest and hottest toys
-- a standard for which KB has long been known.  While the sale
will continue until all merchandise is gone, it is expected that
many stores will close within a few weeks.  The stores' current
sales staffs will be retained for the event in order to continue
providing knowledgeable customer service.

Frank Morton, Managing Director of The Ozer Group, noted, "Right
now KB Toys is making some very difficult decisions required to
achieve long-term health. There is also a huge short term upside
for savvy bargain hunters.  These stores are loaded with terrific
KB quality toys that we'll be taking sharp markdowns on to
facilitate a quick liquidation."

                   KB TOYS STORE CLOSINGS

    State   # Loc Closing   State     # Loc Closing
    -----   -------------   -----     -------------
    AK            4         MT             3
    AL            3         NC            16
    AR            4         ND             4
    AZ            3         NH             1
    CA           44         NJ             5
    CO           13         NM             2
    CT            6         NV             2
    DE            1         NY            11
    FL           16         OH            14
    GA            7         OK             9
    HI            2         OR             2
    IA            7         PA             9
    ID            5         RI             1
    IL           14         SC             9
    IN           14         SD             1
    KS            6         TN             7
    KY            3         TX            23
    LA            5         UT             7
    MA           10         VA            11
    MD            7         VT             1
    ME            1         WA            13
    MI           21         WI             6
    MN            7         WV             1
    MO            9         WY             2
    MS            4        *PR             1

A complete list of closing KB Toy stores with addresses is
available at no charge at:

          http://www.ozergroup.com/kbclosingstores/


LODGENET ENTERTAINMENT: Will Publish Q4 2003 Results on Thursday
----------------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq: LNET) will release
fourth quarter/2003 financial results after market hours on
Thursday, February 5th, 2004.

The company will also host a teleconference to discuss its results
on February 5th at 5:00 P.M. Eastern Time.  To access the
teleconference, please dial 800-865-4435 ten minutes prior to the
start time.  A live webcast of the teleconference will also be
available via ECI at
http://www.calleci.com/ecidev/new_ECIsite/conference/pub_cs.jsp/

The webcast will be archived at that site for one month and can be
accessed via LodgeNet's company Web site at
http://www.lodgenet.com/ If you cannot listen to the  
teleconference at its normal time, there will also be a replay
available for one week following the call, and can be accessed by
dialing 877-519-4471 or 973-341-3080, passcode 4473473.

LodgeNet Entertainment Corporation -- http://www.lodgenet.com/--  
is the leading provider in the delivery of broadband, interactive
services to the lodging industry, serving more hotels and guest
rooms than any other provider in the world.  These services
include on-demand digital movies, digital music and music videos,
Nintendo(R) video games, high-speed Internet access and other
interactive television services designed to serve the needs of the
lodging industry and the traveling public.  As the largest company
in the industry, LodgeNet provides service to 980,000 rooms
(including more than 910,000 interactive Guest Pay rooms) in more
than 5,800 hotel properties worldwide.  More than 260 million
travelers have access to LodgeNet systems on an annual basis.  
LodgeNet is listed on NASDAQ and trades under the symbol LNET.

At September 30, 2003, LodgeNet's balance sheet shows a working
capital deficit of about $12 million, and a total shareholders'
equity deficit of about $122 million.


MACARTHUR CO.: Court Approves St. Paul's 2002 Asbestos Settlement
-----------------------------------------------------------------
The St. Paul Companies (NYSE:SPC) announced that the U.S.
Bankruptcy Court for the Northern District of California has
issued an order approving The St. Paul's June 2002 asbestos-
related settlement with MacArthur Co., Western MacArthur Co. and
Western Asbestos Company, and confirming the MacArthur Entities'
proposed Plan of Reorganization.

The Plan of Reorganization includes an injunction in favor of The
St. Paul against any direct or indirect liability for asbestos-
related claims against the MacArthur Entities. Under the
injunctions, all current and future asbestos-related claims of the
MacArthur Entities will be channeled to, and paid solely from, the
trust established by the Plan.

The St. Paul completed its funding obligations under the 2002
settlement agreement in January 2003 through payments under an
escrow agreement. Following final confirmation of the Bankruptcy
Court's ruling, the escrowed funds will be released to the trust
established by the Plan for the payment of the MacArthur Entities'
asbestos-related claims.

The St. Paul Companies provides commercial property-liability
insurance and asset management services. The St. Paul reported
2002 revenue from continuing operations of $8.9 billion and total
assets of $39.9 billion. For more information about The St. Paul
and its products and services, visit the company's Web site at
http://www.stpaul.com/


MAGELLAN HEALTH: Settles Humana Entities' $9-Million in Claims
--------------------------------------------------------------
On June 24, 2003, Humana Insurance Company, Humana Health
Insurance Company of Florida, Inc., Humana Health Plan of
Florida, Inc. and Humana Medical Plan, Inc. timely filed an
unsecured claim -- Claim No. 2639 -- in the Magellan Health
Services Debtors' Chapter 11 cases for $9,120,780.  The Claim is
based on contractual obligations under various contracts between
one of the Debtors and one or more of the Humana Entities for
services in the Florida markets, including:

   (1) Mental Health Services Provider Agreement, dated
       January 1, 1995 (Jacksonville);

   (2) Ancillary Participation Agreement, dated May 1, 1992
       (South Florida);

   (3) Mental Health Services Provider Agreement, dated May 1,
       1992 (Tampa);

   (4) Mental Health Services Provider Agreement, dated
       January 1, 1994 (Brevard);

   (5) Mental Health services Provider Agreement, dated
       January 1, 1994 (Gainesville/Ocala);

   (6) Mental Health Services Provider Agreement, dated
       January 1, 1991 (Daytona HMO);

   (7) Mental Health Services Provider Agreement, dated
       January 1, 1991 (Daytona PPO);

   (8) Mental Health Services provider Agreement, dated
       January 1, 1991 (Orlando HMO); and

   (9) Mental Health Services provider Agreement, dated
       January 1, 1991 (Orlando PPO).

Pursuant to the Contracts, the Debtors provided managed
behavioral health care services to the Humana Entities.  The
Contracts terminated by their own terms between December 2002 and
March 2003.  

On August 18, 2003, the Debtors sought to reduce the Claim to
$3,638,968.  On September 22, 2003, the Humana Entities objected
to the proposed reduction of their claim.

To resolve the dispute amicably without the expense and risk of
litigation, the Debtors and the Humana Entities engaged in arm's-
length discussions, which culminated in the compromise and
settlement of the Claim.

The parties stipulate and agree that:

   (1) The Humana Entities will have an Allowed General Unsecured
       Claim for $4,250,000 in full settlement of the Claim.  The
       Humana Entities will receive a distribution on the Allowed
       Claim in accordance with the Plan; and

   (2) The Humana Entities will be deemed to not elect to
       participate in the Partial Cash-Out Election pursuant to
       Section 4.9(b) the Plan.

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt will drop from the Company's balance
sheet and Onex Corporation will invest more than $100 million in
new equity. (Magellan Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


MEDMIRA INC: Expanding into High-Potential Market in the Caribbean
------------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR) announced the Company's first
steps in entering the promising Caribbean healthcare market with
its latest product, the MiraWell(TM) Triple Test, in association
with Caribbean Medical International, an established and
well-known Cura?ao-based company that distributes health care
products to medical clinics. MedMira has confidence that this move
will open up a new region with great potential for its global
health technology.

The MiraWell(TM) Triple Test is based on MedMira's unique, rapid
and easy-to-use technology platform; a one-of-a-kind diagnostic
test for the simultaneous detection of antibodies to HIV,
Hepatitis B and Hepatitis C. With extremely high accuracy, a
built-in control feature, no requirement for refrigeration, a long
shelf life and testing able to be done in virtually any medical
office or clinic, MedMira's safe and simple technology is ideally
suited to provide front-line health service in regions like the
Caribbean and throughout the developing world.

"We've evaluated other technologies and we believe that MedMira's
MiraWell(TM) Triple Test will be excellent for our market," said
Dr. Michael Hermelijn, President and CEO of CMI. "Because HIV,
Hepatitis B and Hepatitis C frequently coexist in our region, this
3-minute test will provide clinics with speed and efficiency in
identifying disease and obtaining rapid treatment for patients,"
he concluded.

"We are extremely pleased with the preliminary stages of our
relationship with Caribbean Medical International and look forward
to teaming up with CMI to build a successful future in the
Caribbean marketplace," said Stephen Sham, Chairman and CEO of
MedMira, "To date, we have received a non-refundable payment from
CMI for the right to market our Triple Test, marking our initial
steps into the Caribbean marketplace."

MedMira -- http://www.medmira.com/-- is a commercial  
biotechnology company that develops, manufactures and markets
qualitative, in vitro diagnostic tests for the detection of
antibodies to certain diseases, such as HIV, in human serum,
plasma or whole blood. The United States FDA and the SFDA in the
People's Republic of China have approved MedMira's Reveal(TM) and
MiraWell(TM) Rapid HIV Tests, respectively.

All of MedMira's diagnostic tests are based on the same flow-
through technology platform, thus facilitating the development of
future products. MedMira's technology provides a quick (under 3
minutes), accurate, portable, safe and cost-effective alternative
to conventional laboratory testing.

At October 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about C$3 million.


MERITAGE CORP: Reports Strong Performance for Fourth-Quarter 2003
-----------------------------------------------------------------
Meritage Corporation (NYSE:MTH) announced fourth quarter and full-
year records for home closing revenue, net earnings and diluted
earnings per share. Meritage achieved its 16th consecutive year of
record revenue and net earnings, and over the last five years has
produced compound annual growth in both revenue and diluted EPS of
45%, and has achieved returns on average equity in each of the
last five years exceeding 23%.

"We are a proven growth company in the consolidating homebuilding
industry and we anticipate another record year for Meritage in
2004," said John Landon, Co-CEO and Co-Chairman.

The Company increased net earnings and diluted earnings per share
32% and 31%, for the fourth quarter of 2003, respectively, over
the prior year's fourth quarter to $31.6 million and $2.26. Home
closing revenue for the quarter was up 28% to $472 million, with
the number of homes closed up 20% to 1,784. For the full-year
2003, net earnings were up 35% to $94.4 million from $69.9 million
in 2002. Diluted earnings per share increased 29%, from $5.31 in
2002 to $6.84 in 2003. Home closing revenue reached $1.5 billion
in 2003, up 31% from $1.1 billion in 2002, with the number of
homes closed for 2003 up 23% to 5,642.

"During 2003, our net margin improved 17 basis points to 6.4% as
compared to 2002. This increase was caused primarily by an
improvement in gross margin of 70 basis points, to 19.9% in 2003,
due mainly to the absence of year-earlier purchase accounting
adjustments and to solid pricing in most markets. This was
partially offset by an increase of 45 basis points in our SG&A
ratio caused mainly by marketing expenses related to the opening
of new communities, which generally are incurred in advance of
closing homes," said Steve Hilton, Co-CEO and Co-Chairman. "Our
fourth quarter improvement in gross margin of 101 basis points
reflects the same factors, while a 49 basis point increase in our
SG&A ratio is primarily the result of somewhat higher external
brokerage commissions and an overall increase in administrative
costs ahead of revenue."

Meritage reported a 29% increase in the dollar value of new orders
in the fourth quarter to $343 million. This increase reflects a
much higher average selling price, due in part to a shift in order
mix toward our higher priced homes, particularly in California and
Nevada, combined with a 7% increase in the number of new home
orders. The Company attributes the comparably lower increase in
the number of new orders to reduced lot inventory availability in
Houston and Las Vegas, and some market softness in Dallas. For the
full year, the dollar value of new orders rose 41% to $1.6
billion, with the number of new home orders up 37% to 6,152.
Meritage ended 2003 with an all-time year-end record backlog, up
32% over the prior year-end to $711 million and up 25% in the
number of homes in backlog at year-end to 2,580. Meritage
increased the number of lots controlled by 17% during 2003 to
29,627 at year-end with approximately 85% of these lots controlled
through option contracts.

The Company's balance sheet shows a net debt to capital ratio of
45% at year-end 2003, compared to 44% at the end of 2002. For the
full-year, EBITDA increased 31% from $139.6 million in 2002 to
$182.3 million in 2003, resulting in an interest coverage ratio
(EBITDA of $182.3 million divided by interest incurred of $26.6
million) of 6.9 times and a debt to EBITDA ratio (debt of $351.5
million divided by EBITDA of $182.3 million) of 1.9 times, both in
line with 2002. Meritage repurchased 164,000 shares of its common
stock during the first quarter of 2003 at an average price of
$31.53 per share, while the Company's book value per share
increased 29% to $31.26 at year-end 2003. "With the share price
appreciation we experienced during 2003, we believe the stock
repurchase was an excellent investment for our stockholders,"
added Hilton.

"In a move that should support our continued organic growth as
well as our ability to execute selective acquisitions, in December
2003 we increased the size of our unsecured credit facility from
$250 million to $400 million and extended its maturity by eighteen
months to May 2006. At year-end, we had an unused commitment of
$312 million under the facility, of which $160 million was
available to borrow. In addition, during 2003 we enhanced our
liquidity and extended the maturity of our debt by completing two
add-on offerings of our 9.75% senior notes due 2011. We completed
a $50 million in aggregate principal amount add-on in March 2003
which was sold at 103.25% of face implying a yield to worst of
9.05%, and a second add-on of $75 million in aggregate principal
amount was completed in September 2003 which was sold at 109% of
face implying a yield to worst of 7.64%. This additional
capitalization positions us to reach our future growth goals,"
said Landon.

"Earlier this month, we completed our acquisition of Citation
Homes of Southern California. Citation, which operates primarily
in the Inland Empire region of the Los Angeles area, is
anticipated to close about 175 homes, generating approximately $50
million in revenue in 2004. This purchase provides Meritage an
entry into the second largest single-family housing market in the
U.S. We initially invested approximately $24 million in Citation
to gain a solid foothold in this attractive market, which we
expect to be accretive to our earnings in 2004," said Hilton.

"We are very proud of our 2003 results, having achieved records in
revenue and earnings, while expanding our margins and maintaining
a strong balance sheet for future growth. Recognizing this
excellent performance, Standard & Poor's added Meritage in their
S&P SmallCap 600 index during January 2004," said Mr. Landon. "Our
success this past year once again confirms our strategy of growing
both in our existing markets and through selective acquisitions.
Based on our previously announced 2004 revenue estimate of $1.7 to
$1.8 billion, we anticipate that 2004 earnings per diluted share
should approximate $7.50 to $7.85. Our estimates are based on a
continuing steady economy and moderate interest rates, and our
anticipation that the individual housing markets in which we
operate remain at their current levels of demand for homes. With
our record December 31 backlog, the Citation Homes acquisition,
and the strength of our balance sheet and management, we believe
we are positioned well for our 17th consecutive record year in
2004," concluded Landon.

Meritage Corporation (Fitch, BB Senior Unsecured Debt Rating,
Stable) designs, builds and sells distinctive single-family homes
ranging from entry-level to semi-custom luxury and has built
approximately 28,000 homes in its 18 year history. The Company was
ranked 11th in Fortune magazine's September 2003 "Fastest Growing
Companies in America" list, its third appearance on this list. In
addition, Meritage was named as the 14th largest builder in the
U.S. for 2002 by Builder magazine in their May 2003 issue. The
Company has been included in THE BLOOMBERG 100 "HOT STOCKS",
compiled by Bloomberg Personal Finance Magazine and has been
ranked 4th by Forbes magazine in its "200 Best Small Companies in
America." Meritage operates in the Phoenix and Tucson, Arizona
markets under the Monterey Homes, Hancock Communities and Meritage
Homes brand names; in the Dallas/Ft. Worth, Austin, Houston and
San Antonio, Texas markets as Legacy Homes, Hammonds Homes and
Monterey Homes; in the East San Francisco Bay and Sacramento,
California markets as Meritage Homes; in the Inland Empire,
California market as Citation Homes of Southern California; and in
Las Vegas, Nevada as Perma-Bilt Homes. The Meritage web site is
located at http://www.meritagehomes.com/NYSE, Symbol: MTH.


MIRANT CORP: Kern River Wants Prompt Payment of Admin. Claim
------------------------------------------------------------
On May 29, 2001, Kern River Gas Transmission Company and Mirant
Americas Energy Marketing LP entered into a Firm Transportation
Service Agreement, bearing contract number 1712, which was
subsequently amended on July 23, 2001 and April 5, 2002.  
Pursuant to the terms of the Kern River Agreement, Kern River
agreed to reserve pipeline capacity and to transport a maximum
daily quantity of 90,000 decatherms of natural gas to certain
points on Kern River's gas transportation system.

Michael R. Waller, Esq., at LeBoeuf Lamb Greene & MacRae LLP, in
Houston, Texas, relates that pursuant to the Kern River
Agreement, MAEM posted a letter of credit to secure its
obligations to Kern River.  However, MAEM failed to timely renew
the Letter of Credit.  Thus, Kern River drew $14,751,589 on the
Letter of Credit on October 30, 2003.

From the Petition Date through October 31, 2003 and continuing to
the present, Mr. Waller informs the Court that Kern River
provided valuable reservation of capacity and transportation
services to MAEM.  In the ordinary course of business, MAEM
timely paid in full all invoices for services rendered through
September 30, 2003.

On November 14, 2003, Kern River issued Invoice No. 23684 to MAEM
for the reservation and use of capacity and the daily
transportation services during the month of October 2003 totaling
$1,400,300.  This amount is payable by November 24, 2003.

Mr. Waller reports that on November 24, 2003, MAME paid Kern
River $7,898 for the interrupted capacity charges.  The
$1,392,402 for firm transportation capacity remains outstanding
under the October Invoice and is currently due and payable.  This
constitutes an event of default under the Kern River Agreement.

From November 1, 2003 through November 26, 2003, Kern River
continued to provide valuable reservation of capacity and
transportation services to MAEM pursuant to the terms of the Kern
River Agreement.

Mr. Waller contends that the unpaid postpetition services
provided since October 1, 2003 were beneficial to MAEM and its
estate and constitute as an administrative expense claim under
Section 503(b)(1) of the Bankruptcy Code.

Kern River asks Judge Lynn to direct MAEM to remit payment of all
amounts outstanding through the date of rejection or termination
as an administrative expense claim under Section 503(b)(1).
(Mirant Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MISSISSIPPI CHEMICAL: Intrepid Mining Pitches Best Bid at Auction
-----------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPIQ.OB)
announced the results from the bidding period ending January 26,
2004 for its potash assets.

The stalking horse agreement entered into on December 1, 2003,
between Mississippi Chemical's wholly owned subsidiaries,
Mississippi Potash, Inc. and Eddy Potash, Inc. and two wholly
owned subsidiaries of Intrepid Mining LLC, was the high bid for
the assets.

While competing bids were solicited from other interested parties,
none were received on or before the bid due date. The proposed
sale is expected to close in late February 2004 and must be
approved by the US Bankruptcy Court in Jackson, Miss.

Mississippi Chemical Corporation is a leading North American
producer of nitrogen, phosphorus, potassium and melamine based
products used as crop nutrients and in industrial applications.
Production facilities are located in Mississippi, Louisiana and
New Mexico, and through PLNL, in The Republic of Trinidad and
Tobago. On May 15, 2003, Mississippi Chemical Corporation,
together with its domestic subsidiaries, filed voluntary petitions
seeking reorganization under Chapter 11 of the U.S. Bankruptcy
Code.

Intrepid Mining LLC is a privately held Denver based natural
resources company with existing potash mining and oil and gas
operations in the Rocky Mountain region of the United States.


MULTICANAL SA: Chapter 11 Involuntary Case Summary
--------------------------------------------------
Alleged Debtor: Multicanal S.A.
                Avalos 2057
                (1431) Buenos Aires
                Argentina

Involuntary Petition Date: January 28, 2004

Case Number: 04-10523

Chapter: 11

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Petitioners' Counsel: Michael Foreman, Esq.
                      Proskauer Rose LLP
                      1585 Broadway, New York, New York 10036
                      Tel: 212-969-3000
         
Petitioners: Argentinian Recovery Company LLC
             67 Park Place
             Morristown, New Jersey 07960

             WRH Global Securities Pooled Trust
             67 Park Place
             Morristown, New Jersey 07960

                    - and -

             Willard Alexander
             67 Park Place
             Morristown, New Jersey 07960

Total Amount of Claim: 160,071,024


NASH FINCH: Market Concerns Prompt S&P's Negative Ratings Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Nash
Finch Co. to negative from stable.

Ratings, including the 'B+' corporate credit rating, were
affirmed. The outlook revision reflects continued competitive
pressures from traditional supermarket operators and supercenters,
which are expected to restrain recovery in same-store sales from
very weak levels.

"The ratings on Minneapolis, Minnesota-based Nash Finch reflect
its relatively small scale in the highly competitive food
wholesaling and supermarket industries," said Standard & Poor's
credit analyst Mary Lou Burde. Given the difficulty of competing
on price with larger companies, Nash Finch must continue to
improve operating efficiencies and service levels. These risks are
mitigated by the company's stabilized food distribution business
over the past three years and leading market positions in many
upper-Midwest markets. The company has annual sales of about $3.9
billion.

Because of consolidation trends in both the food wholesaling and
supermarket sectors, Nash Finch competes with much larger food
wholesalers (such as SuperValu Inc., which had $19 billion in
sales at year-end 2002). Although the company will be challenged
to significantly increase food distribution sales, Fleming Cos.'
2003 bankruptcy filing provides opportunities for Nash Finch and
other competitors to gain market share in this business.
Improvements in service and operating efficiency in the food
distribution segment in recent years have contributed to more
stable operations.

In its upper-Midwest markets, Nash Finch's retail operations face
competition from large national and local supermarket chains, as
well as from supercenter operators, such as Wal-Mart Inc.
Significant store openings by supercenters, aggressive promotional
pricing, and more selective consumer spending patterns in these
markets contributed to negative 12% same-store sales in the first
nine months of 2003. Although the lower sales levels were offset
by improved efficiency during this period, a continuation of this
significant negative sales trend could diminish profitability in
this sector over time.

Nash Finch's retail segment represents about 27% of total sales,
food distribution accounts for 47%, and its military food
distribution segment accounts for the remaining 26%. Growth in the
retail segment is expected to come from both acquisitions and new
stores. Acquisitions are likely to be fill-ins in markets in the
upper Midwest. Nash Finch is also expected to continue opening new
stores, primarily under its extreme-value Buy 'n Save banner and
its Avanza banner, which serves the rapidly growing Hispanic
population. Retail operations help the company's wholesale
business by locking in sales volume.


NOVA CHEMICALS: Red Ink Continues to Flow in Fourth Quarter 2003
----------------------------------------------------------------
NOVA Chemicals Corporation (NYSE:NCX) (TSX:NCX) (S&P, BB+ Long-
Term Corporate Credit Rating, Negative Outlook) reported a net
loss to common shareholders of $15 million ($0.18 per share loss
diluted) for the fourth quarter of 2003.

The net loss to common shareholders was $65 million ($0.75 per
share loss diluted) in the third quarter of 2003 and $48 million
($0.56 per share loss diluted) in the fourth quarter of 2002.

For the full year 2003, the net loss to common shareholders was $1
million ($0.02 per share loss diluted)) compared with a loss of
$112 million ($1.30 per share loss diluted) for 2002.

"Operating performance continued to improve in the fourth quarter
on strengthening demand. We increased prices in all of our major
markets and margins expanded," said Jeff Lipton, NOVA Chemicals'
President and Chief Executive Officer.

"December sales were quite strong in North America for both
polyethylene and polystyrene," continued Lipton. "We sold record
polyethylene volumes in the quarter and saw unusual strength for a
fourth quarter in North American polystyrene demand."

The Olefins/Polyolefins business reported net income of $23
million in the fourth quarter, compared to a third quarter net
loss of $8 million. Margins expanded as polyethylene prices rose,
average feedstock costs were lower, and sales volumes increased.

The Styrenics business reported a net loss of $31 million in the
fourth quarter, compared to a third quarter net loss of $40
million. Margins improved as prices rose for most products, and
average feedstock costs were lower. Overall polymer volumes were
down slightly, due to a seasonal year-end slowdown in Europe. The
June explosion and fire at our Bayport, Texas styrene monomer
facility reduced fourth quarter results by approximately $6
million.

                         Review of Operations

                          Olefins/Polyolefins

Fourth Quarter 2003

The Olefins/Polyolefins business reported net income of $23
million in the fourth quarter, compared to a net loss of $8
million in the third quarter. The third quarter was negatively
impacted by approximately $9 million due to the major power
disruption in the northeastern United States and Canada, which
temporarily shut down four plants in the Sarnia, Ontario area.

Polyethylene prices were higher than the third quarter and average
feedstock costs were lower. Third party ethylene prices were flat.

Combined sales volumes for ethylene and polyethylene were up 18%
from the third quarter. Polyethylene sales volumes were up 13% and
set a quarterly record. Third party ethylene sales volumes were up
25% as we resumed full production following the third quarter
power disruption and scheduled maintenance.

Feedstocks and Ethylene

NYMEX natural gas prices were down 10% from the third quarter and
average WTI crude oil prices were up 3%. Olefins/Polyolefins'
feedstock costs were down slightly due to lower natural gas prices
and the impact of lower-priced third quarter crude oil purchases
flowing through cost of sales in the fourth quarter. Overall
business margins were also positively impacted by stronger
coproduct selling prices and volumes versus the third quarter.

Our Joffre, Alberta ethane-based crackers' cash-cost advantage
reached 6 cents per pound for December and averaged approximately
5 cents per pound for the quarter over similar U.S. Gulf Coast
(USGC) ethylene plants. Strengthening USGC ethane demand and
pricing were the major factors in moving the advantage up from 4
cents per pound, where it has been for a number of quarters.

Polyethylene

Fourth quarter weighted-average benchmark polyethylene prices were
up 2 cents per pound from the third quarter of 2003. In the fourth
quarter, NOVA Chemicals announced a 4 cents per pound polyethylene
price increase in North America effective Dec. 1, 2003 and a 5
cents per pound polyethylene price increase effective Feb. 1,
2004. The Dec. 1 increase is being implemented and we expect this
increase to be realized by NOVA Chemicals in the first quarter of
2004.

Total polyethylene sales volumes for the fourth quarter were up
13% from the third quarter of 2003, and were up 9% from the fourth
quarter of 2002. North American volumes were up 11% from the third
quarter and international volumes were up 26%. International sales
represented 13% of NOVA Chemicals' total polyethylene sales volume
for the fourth quarter. Sales to China were up 50% from the third
quarter, due to strong demand. Prices in China continued to
strengthen through the quarter.

                 Advanced SCLAIRTECH Polyethylene

The Advanced SCLAIRTECH polyethylene plant continued to step up
production rates and set a monthly sales record in December. Sales
of Advanced SCLAIRTECH polyethylene totaled 165 million pounds in
the fourth quarter and set a quarterly record. In the fourth
quarter of 2003, we eliminated one standard grade and initiated
plans to eliminate two more in early 2004 as we continue shifting
production to higher-value products. For the full year 2003 we
sold 600 million pounds of Advanced SCLAIRTECH polyethylene.

Fourth Quarter 2003 versus Fourth Quarter 2002

Net income of $23 million in the fourth quarter of 2003 was up
from net income of $4 million in the fourth quarter of 2002,
primarily due to higher margins. Ethylene sales volumes were down,
however polyethylene volumes were up 9%, primarily from increased
sales of new Advanced SCLAIRTECH polyethylene.

Full Year 2003

The Olefins/Polyolefins business reported net income of $14
million in 2003, compared to a net loss of $5 million in 2002.
Improving demand allowed margin expansion as pricing more than
offset higher feedstock and utility costs. Volumes were up as
sales from new Advanced SCLAIRTECH polyethylene continued to
increase.

Implementation of announced price increases depends on many
factors, including feedstock costs, market conditions and the
supply/demand balance for each particular product. Successful
price increases are typically phased in over several months, vary
from grade-to-grade, and can be reduced in magnitude during the
implementation period. Benchmark price indices sometimes lag price
increase announcements due to the timing of publication.

Review of Operations

                             Styrenics

Fourth Quarter 2003

The Styrenics business reported a net loss of $31 million in the
fourth quarter, compared to a net loss of $40 million in the third
quarter of 2003. Prices were up for most products and costs were
down slightly from the third quarter as lower feedstock costs
flowed through.

Total sales volume was down 4% from the third quarter. North
American styrenic polymer volume was up 4%, however European
volume was down 14% from strong third quarter volumes.
Additionally, European volumes were impacted by a scheduled
maintenance shutdown at our Breda expandable polystyrene facility
in the Netherlands. Third party styrene monomer sales volume was
down 3%, partly as a result of the Bayport outage.

Styrene Monomer

In the fourth quarter, the styrene monomer unit at Bayport
continued to operate using shipments of ethylbenzene from NOVA
Chemicals' Sarnia, Ontario production facility and supplemental
purchases of ethylbenzene. Repairs to the ethylbenzene unit,
damaged in a June 2003 fire, are complete and the unit was
restarted on Jan. 18, 2004. The Bayport plant is now operating at
full capacity. The outage reduced NOVA Chemicals' fourth quarter
results by approximately $6 million (after-tax), due to higher
costs from purchased ethylbenzene, lower operating rates and costs
not covered by insurance.

The USGC fourth quarter average spot price for styrene was flat
with the third quarter average price of 31 cents per pound. The
spot price rose through the fourth quarter, ending December at 33
cents per pound. Spot styrene monomer has continued to rise in
January and is currently trading at about 38 cents per pound.
Average fourth quarter benchmark contract pricing was also flat
with the third quarter at 40 cents per pound.

Benchmark benzene feedstock costs rose in the fourth quarter to an
average of $1.49 per gallon, finished the quarter at $1.55 per
gallon and have continued to increase further in January 2004. A
portion of these higher benzene costs will flow through in the
first quarter of 2004. NOVA Chemicals announced North American
styrene monomer contract price increases of 3 cents per pound
effective Dec. 1, 2003, 4 cents per pound effective Jan. 1, 2004
and 3 cents per pound effective Feb. 1, 2004.

In Europe, styrene contract prices were 35 cents per pound in the
fourth quarter, up from the third quarter price of 30 cents per
pound. The first quarter 2004 price settled at 41 cents per pound
in Europe, where the current practice is to settle industry-wide
styrene prices quarterly.

                     Solid Polystyrene  

The weighted-average North American SPS price for the fourth
quarter was down a little less than 1 cent per pound from the
third quarter. Lower feedstock costs and slightly higher volume
offset declining prices and higher utility costs. Demand in North
America was relatively strong, as the business did not see the
usual sharp decline in the second half of the quarter.

NOVA Chemicals announced North American solid polystyrene price
increases of 4 cents per pound effective Jan. 1, 2004, 4 cents per
pound effective Feb. 1, 2004, and 3 cents per pound effective Mar.
1, 2004.

Average European SPS prices rose in the fourth quarter and
feedstock costs dropped slightly. The European business
experienced typical fourth quarter declines, and December was
seasonably slow as economic recovery in Europe has been lagging
North America. NOVA Chemicals announced European SPS price
increases of 4 cents per pound effective Jan. 1, 2004 and 6 cents
per pound effective Feb. 1, 2004.

                   Expandable Polystyrene  

NOVA Chemicals' fourth quarter average North American and European
EPS prices rose and feedstock costs were relatively flat. Sales
volumes were up slightly in North America, bucking the normal
seasonal decline, but were down significantly in Europe with the
normal seasonal demand slowdown following strong third quarter
volumes. Volumes were further reduced by a scheduled maintenance
shutdown at our Breda facility in the Netherlands.

NOVA Chemicals announced North American EPS price increases of 3
cents per pound effective Jan. 1, 2004 and 3 cents per pound
effective Feb. 1, 2004.

NOVA Chemicals announced a European EPS price increase of 6 cents
per pound effective Feb. 1, 2004.

Fourth Quarter 2003 versus Fourth Quarter 2002

The $2 million improvement from the net loss of $33 million in the
fourth quarter of 2002 is primarily a result of expanded margins
as prices rose more than feedstock costs. The Bayport outage
reduced fourth quarter 2003 results by approximately $6 million.
Volumes were up 5% as styrene monomer and North American polymers
were up across the board.

Full Year 2003

The Styrenics business reported a net loss of $130 million in
2003, compared to a net loss of $102 million in 2002. Price
increases stayed ahead of rising feedstock costs, but were more
than offset by increased natural gas-based utility costs and the
$10 million (after-tax) cost increase related to the Bayport
outage. Polymer volumes were down 3%, but styrene monomer volumes
improved 4% and average benchmark styrene pricing was up
approximately 8 cents over 2002.

Implementation of announced price increases depends on many
factors, including feedstock costs, market conditions and the
supply/demand balance for each particular product. Successful
price increases are typically phased in over several months, vary
from grade-to-grade, and can be reduced in magnitude during the
implementation period. Benchmark price indices sometimes lag price
increase announcements due to the timing of publication.

NOVA Chemicals' net debt to total capitalization ratio was 32.0%
at Dec. 31, 2003. Debt increased by $9 million in the fourth
quarter as a result of translating our Canadian dollar denominated
debt to U.S. dollars at a higher Canadian dollar exchange rate.
For the full year 2003, we reduced debt by $114 million.
Subsequent to Dec. 31, 2003, NOVA Chemicals issued $400 million of
6.5% senior notes for the purpose of redeeming the 9.04% and 9.50%
preferred securities. If these transactions had occurred on Dec.
31, 2003, the pro forma net debt to total capitalization ratio
would have been 45.9%.

NOVA Chemicals' funds from operations were $55 million for the
fourth quarter of 2003, up $51 million from the third quarter of
2003 due to stronger earnings in the fourth quarter. Funds from
operations for the full year 2003 were $140 million. Cash on hand
at Dec. 31, 2003 was $212 million.

Operating working capital increased by $28 million in the fourth
quarter of 2003, primarily related to price increases. NOVA
Chemicals assesses its progress in managing working capital
through a Cash Flow Cycle Time (CFCT) measure. CFCT measures
working capital from operations in terms of the number of days
sales (calculated as working capital from operations divided by
average daily sales). This metric helps determine which portion of
changes in working capital result from factors other than price
movements. CFCT was 28 days as of Dec. 31, 2003, unchanged from
Sept. 30, 2003.

Capital expenditures were $52 million in the fourth quarter of
2003, compared to $35 million in the third quarter of 2003. For
the full year 2003, capital expenditures were $130 million.
Including certain project advances from third parties, capital
expenditures were a net of $119 million in 2003. From 2003 to
2007, NOVA Chemicals' capital expenditures are expected to average
about $155 million per year, or about 50% of depreciation charges.
This includes maintenance, Responsible Care initiatives, cost
reduction and small growth projects and is net of project
advances.

                          Financing

On Jan. 13, 2004, NOVA Chemicals issued $400 million of 6.5%
senior notes due 2012. These senior notes were issued with
investment grade covenants, which are identical in all material
respects to the covenants on NOVA Chemicals' existing bonds. Net
proceeds of the offering will be used to redeem, on Mar. 1, 2004,
the 9.04% preferred securities due 2048 and 9.50 % preferred
securities due 2047. The two issues of preferred securities total
$382.5 million. The balance of the proceeds will be used for
general corporate purposes. These transactions will reduce annual
financing costs by about $10 million.

In conjunction with the senior notes offering, NOVA Chemicals
amended the $300 million revolving credit facility to extend its
expiration date to Apr. 1, 2007 and relax the Minimum EBITDA to
Interest covenant for the first and second quarters of 2004, from
2 times to 1.5 times for the first quarter and 1.75 times for the
second quarter. NOVA Chemicals' EBITDA to Interest covenant for
the fourth quarter was 1.25 times and actual EBITDA to Interest
was 1.82 times. In addition, the definition of debt under the
revolving credit facility agreement be will net of all cash, with
the exception of any restricted cash. Also, the definition of
Consolidated Shareholders' Equity was amended to include changes
in the Cumulative Translation Adjustment (CTA). Previously, the
calculation excluded changes in CTA after Dec. 31, 2002. NOVA
Chemicals' fourth quarter results and financial position were
within the amended financial covenants. As of Jan. 27, 2004, NOVA
Chemicals has utilized $53 million of the revolving credit
facility in the form of operating letters of credit.

During the fourth quarter of 2003, NOVA Chemicals continued to
utilize its $195 million accounts receivable securitization
program. As of Dec. 31, 2003, the amount of receivables sold under
this program was $177 million, compared to $170 million as of
Sept. 30, 2003.

                      Total Return Swap

In conjunction with the senior notes offering, NOVA Chemicals
amended the total return swap agreement to change the method of
valuing the retractable preferred shares. It was previously based
on the market values of the 9.04% and 9.50% preferred securities
and now will be based on the market values of the September 2005,
7% notes and the May 2006, 7% medium-term notes.

                     Interest Rate Swaps

In the fourth quarter of 2003, NOVA Chemicals entered into
floating-for-fixed interest rate swap transactions on $550 million
of medium-term notes. These positions had an estimated fair-market
value of $4 million at Dec. 31, 2003. On Dec. 31, 2003, 48% of our
debt had fixed interest rates averaging 7.5%, and 52% of our debt
had floating interest rates averaging 4.8%. Interest expense in
the fourth quarter of 2003 was $6 million lower than in the third
quarter of 2003 primarily due to these swaps and the repayment of
$150 million in debt in the third quarter of 2003.

                         FIFO Impact

NOVA Chemicals uses the first-in, first-out (FIFO) method of
valuing inventory. Most of our competitors use the last-in, first-
out (LIFO) method. Because we use FIFO, a portion of the third
quarter feedstock purchases flowed through the income statement in
the fourth quarter. Crude oil prices increased steadily throughout
the fourth quarter, while benzene and natural gas prices were
relatively stable. As a result, we estimate that net income would
have been $3 million lower in the fourth quarter had NOVA
Chemicals followed the LIFO method of accounting.

               Outstanding Feedstock Hedge Positions

NOVA Chemicals maintains a hedging program to manage its feedstock
costs. Natural gas and crude oil hedge positions had an estimated
fair-market value of $4 million at Dec. 31, 2003. There was no
material impact on earnings from positions realized in the fourth
quarter. The total feedstock hedging loss for 2003 was $5 million
(after-tax).

NOVA Chemicals' share price on the New York Stock Exchange (NYSE)
increased to U.S. $26.95 at Dec. 31, 2003 from U.S. $20.30 at
Sept. 30, 2003. NOVA Chemicals' share value increased 33% for the
quarter ending Dec. 31, 2003 on the NYSE and 27% on the Toronto
Stock Exchange (TSX). Peer chemical companies' share values
increased 25% on average and the S&P Chemicals Index increased
19%. The S&P/TSX Composite Index was up 11% and the S&P 500 was up
12%. As of Jan. 27, 2004, NOVA Chemicals' share price was U.S.
$26.00, down 4% compared with Dec. 31, 2003. The S&P Chemicals
Index was down 4% in the same period.

For the year ended Dec. 31, 2003, NOVA Chemicals' share value
increased 47% on the NYSE and 21% on the TSX. Peer chemical
companies' share values increased 25% on average on the NYSE and
the S&P Chemical Index increased 23%. The S&P/TSX Composite Index
increased 24% and the S&P 500 was up 26%. NOVA Chemicals' total
return to shareholders for the year ending Dec. 31, 2003 was 49%
on the NYSE and 23% on the TSX.

In the fourth quarter, about 69% of trading in NOVA Chemicals'
shares took place on the TSX and 31% of trading took place on the
NYSE. Approximately 0.4% of the outstanding float is traded daily.
This level of liquidity is comparable to the liquidity of NOVA
Chemicals' peers.


NRG ENERGY: Completes $475 Million Bond Financing Transaction
-------------------------------------------------------------
NRG Energy, Inc. has issued $475 million of bonds, the proceeds of
which will be used to repay a portion of its $1.45 billion first
priority senior secured floating rate term loan facility that
closed on December 23, 2003.

This additional financing, intended to reduce NRG's exposure to
floating interest rate risk, is $475 million of 8 percent second
priority senior secured notes due 2013.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generation facilities, primarily in the United States. Its
operations include competitive energy production and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.


NRG ENERGY: Restructuring Advisors Want $4 Mill. Consummation Fee
-----------------------------------------------------------------
Michael A. Cohen, Esq., at Kirkland & Ellis, in New York, tells
Judge Beatty that since initiating work in August 2002 and up to
the Petition Date, Kroll Zolfo Cooper LLC, under the direction of
Leonard LoBiondo and John R. Boken, served in an integral
advisory role to the NRG Energy Debtors' management and the NRG
Board of Directors.  

The structure of Kroll Zolfo's engagement changed once the
Debtors initiated the Chapter 11 cases.  At the Debtors' request,
Mr. LoBiondo and Mr. Boken assumed management responsibilities at
NRG.  Specifically, the Debtors asked:

   -- Mr. LoBiondo to serve as Chief Restructuring Officer and as
      a member of the Board of Directors; and

   -- Mr. Boken to serve as Interim President and Chief Operating
      Officer.  

Mr. LoBiondo and Mr. Boken were also asked to assign appropriate
Kroll Zolfo staff as Associate Directors of Restructuring to
serve in various capacities with the Debtors and to perform other
necessary services.  This engagement was structured through a
services agreement.  The Court approved the Services Agreement on
June 30, 2003, subject to certain modifications.  

Mr. Cohen assures the Court that Mr. LoBiondo and Mr. Boken have
fully executed their duties as defined in the Services Agreement:

   * Mr. LoBiondo served as Chief Restructuring Officer
     throughout the pendency of the Debtors' Chapter 11 case.
     Mr. LoBiondo's management role and position as a member of
     the Board of Directors terminated concurrent with the
     Effective Date of the NRG Plan of Reorganization, which was
     December 5, 2003; and

   * Mr. Boken served as Interim President and Chief Operating
     Officer through November 30, 2003, at which point David
     Crane began his employment as President and Chief Executive
     Officer.  Since December 1, 2003, Mr. Boken served as Chief
     Operating Officer and will continue in that role for an
     unspecified period.

Under the terms of the Services Agreement and in support of the
activities of Mr. LoBiondo and Mr. Boken, several Kroll Zolfo
individuals worked on a full-time basis as Associate Directors of
Restructuring while others provided necessary services during the
pendency of the cases:

   Individuals Working           Individuals Not Working
   On A Full Time Basis          On A Full Time Basis
   --------------------          -----------------------
   Jonathan Mitchell             Rod Peckham
   Bruce Meier                   Russell Kemp
   Albert Altro                  Timothy Glackin
   Alex Black                    Chris Powers
   Brian Convery                 Alex Gray
   Jay Leitstein                 Kevin Joyce
   John Sharpe                   Steve Jones
   Mark Cervi                    James Wilson
   Scott Koedel                  Margaret Fischer
   Zachary Stanton               Steven Schenk
   Gordon Thomson                Carlos Rodriguez
   Brian Yano                    John Jackman
   Max Roberts

In general, during the course of the Debtors' Chapter 11 cases,
Mr. LoBiondo, Mr. Boken and their colleagues were responsible for
the:

   (a) day-to-day management of the Debtors' operations, which
       includes assets in eight countries and over 3,000
       employees;

   (b) management of the asset sale process;

   (c) restructuring of operations and management of revenues and
       costs so that the Debtors could generate positive
       operating cash flow, on both a current and projected
       basis, after:

          -- operating and administrative costs;

          -- necessary capital expenditures; and

          -- continuing debt service requirements;

   (d) generation and accumulation of cash from operating
       performance, asset sales, settlements and financings
       sufficient to enable the Debtors to emerge from Chapter 11
       as a viable entity;

   (e) negotiation and consummation of a consensual Chapter 11
       Plan of Reorganization; and

   (f) resolution of various bankruptcy, regulatory, litigation
       and alleged claims issues that might serve as impediments
       to either confirmation of the Plan of Reorganization or an
       expedited Effective Date.

The Services Agreement, as amended by the Final Order, outlined
the manner in which Mr. LoBiondo, Mr. Boken and LoBiondo, LLC
would be compensated for services rendered.  Mr. Cohen further
points out that in addition to hourly compensation, Mr. LoBiondo,
Mr. Boken and LoBiondo, LLC are entitled, under the terms of the
Services Agreement, to a $4,000,000 Consummation Fee if:

    (a) the terms for earning the Consummation Fee as set forth
        in the Services Agreement are satisfied; and

    (b) the Effective Date of the NRG Plan of Reorganization
        occurs no later than December 31, 2003.

The Consummation Fee, if earned in accordance with the Services
Agreement, would be payable subject to review by the U.S. Trustee
for reasonableness under all relevant circumstances.

Mr. Cohen asserts that the aggregate activities of Mr. LoBiondo,
MR. Boken and their colleagues both prepetition and subsequent to
the Debtors' Chapter 11 filings contributed to the completion of
the Debtors' restructuring process in an expedited manner.  Thus,
the services, duties and responsibilities for which Mr. LoBiondo,
Mr. Boken and LoBiondo, LLC were responsible for performing under
the terms of the Services Agreement were fulfilled.

Accordingly, Mr. LoBiondo, Mr. Boken and LLoBiondo LLC ask the
Court to approve the $4,000,000 Consummation Fee. (NRG Energy
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NUEVO ENERGY: Calling 9-1/2% Sr. Sub. Notes for Final Redemption
----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced the redemption of the
balance outstanding, or $75.0 million, of the 9-1/2% Senior
Subordinated Notes due June 1, 2008.

The Notes will be redeemed as of February 27, 2004 at 104.75% per
Note and will be funded by proceeds from recently announced real
estate sales and bank debt. The redemption is expected to result
in annual interest expense savings of approximately $6 million.

Nuevo Energy Company (S&P, BB- Corporate Credit Rating, Stable) is
a Houston, Texas-based company primarily engaged in the
acquisition, exploitation, development, exploration and production
of crude oil and natural gas. Nuevo's domestic producing
properties are located onshore and offshore California and in West
Texas. Nuevo is the largest independent producer of oil and gas in
California. The Company's international producing property is
located offshore the Republic of Congo in West Africa. To learn
more about Nuevo, please refer to the Company's internet site at
http://www.nuevoenergy.com/


NVIDIA CORP: Will Host Q4 and Year-End Conference Call on Feb. 12
-----------------------------------------------------------------
NVIDIA Corporation (Nasdaq: NVDA) will host a conference call to
discuss its financial results for the fourth quarter and the
fiscal year ending January 25, 2004 on February 12, 2004 at 2:00
PM, Pacific Time.  The Company's prepared remarks will be followed
by a question and answer period, which will be limited to
questions from analysts and institutional investors.

To listen to the conference call, please dial 706-679-0543; no
password is required.  The conference call will also be webcast
live (listen-only mode) at the following Web sites:  
http://www.nvidia.com/and http://www.streetevents.com/  

The press release announcing the Company's results will be
distributed over a national wire service prior to the conference
call.  The press release will also be posted at the Company's Web
site at http://www.nvidia.com/

Replay of the conference call will be available via telephone by
calling 800-642-1687 (or 706-645-9291), passcode 5253378, until
February 19, 2004. The web cast will be recorded and available for
replay until the Company's conference call to discuss its
financial results for its first quarter fiscal 2005.

NVIDIA Corporation, whose corporate credit rating is rated at B+
by Standard & Poor's, is a visual computing technology and
market leader dedicated to creating products that enhance the
interactive experience on consumer and professional computing
platforms.  Its graphics and communications processors have
broad market reach and are incorporated into a wide variety of
computing platforms, including consumer digital-media PCs,
enterprise PCs, professional workstations, digital content
creation systems, notebook PCs, military navigation systems and
video game consoles.  NVIDIA is headquartered in Santa Clara,
California and employs more than 1,500 people worldwide.  For
more information, visit the company's Web site at
http://www.nvidia.com/


OMEGA HEALTHCARE: December-Quarter Results Zoom to Positive Zone
----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced its results
of operations for the quarter and fiscal year ended December 31,
2003.

The Company also reported Funds From Operations on a diluted basis
for the three months ended December 31, 2003 of $11.0 million or
$0.20 per common share and $43.9 million or $0.80 per common
share, respectively. The $43.9 million of FFO for the year
excludes the impact of $8.9 million of non-cash impairment charges
in accordance with the guidelines for the calculation and
reporting of FFO issued by the National Association of Real Estate
Investment Trusts. At December 31, 2003, the Company had 55.5
million diluted shares outstanding.

                       GAAP NET INCOME

After adjusting for the loss from discontinued operations of $2.1
million for the three months ended December 31, 2003, the Company
reported net income available to common stockholders of $154
thousand or $0.00 per fully diluted common share on revenues of
$20.8 million. This compares to a net loss of $15.7 million or
$0.42 per fully diluted common share for the same period in 2002.

After adjusting for the loss from discontinued operations of $0.3
million for the twelve months ended December 31, 2003, the Company
reported net income available to common stockholders of $2.9
million or $0.08 per diluted common share on revenues of $86.3
million. This compares to a net loss of $34.8 million or $1.00 per
diluted common share in 2002.

             FOURTH QUARTER AND YEAR END RESULTS

Revenues, excluding nursing home revenues of owned and operated
assets and one-time revenue items, for the three- and twelve-month
periods ended December 31, 2003, totaled $20.8 million and $84.1
million, respectively, a decrease of $3.1 million over the same
periods in 2002. The decreases were primarily the result of
operator restructurings during 2003, slightly offset by
contractual lease escalations.

Expenses for the three and twelve months ended December 31, 2003
were $12.7 million and $63.6 million, respectively, versus $29.6
million and $139.9 million for the same periods in 2002. When
excluding nursing home expenses of owned and operated assets,
expenses were $12.7 million and $62.1 million, respectively, for
the three and twelve months ended December 31, 2003 versus $20.7
million and $76.1 million for the same periods in 2002. The $8.0
million favorable decrease in expenses for the three-month period
resulted from a $7.0 million refinancing expense and a $1.0
million provision for impairment, both taken in the fourth quarter
of 2002. The $14.0 million favorable annual decrease for 2003
primarily resulted from $4.0 million in reduced interest expense,
$0.9 million in reduced general, administrative and legal
expenses, as well as the $7.0 million refinancing expense and the
$8.8 million provisions for uncollectible notes and accounts
receivable recorded in 2002. This favorable annual decrease was
partially offset by $8.9 million of impairment provisions taken in
the first quarter and third quarter of 2003.

Nursing home expenses, net of nursing home revenues, for owned and
operated assets for the three and twelve months ended December 31,
2003 were $9 thousand and $1.5 million, a decrease of $5.4 million
and $18.0 million from the same periods in 2002. The decrease was
primarily a result of the decrease in the number of owned and
operated facilities from 33 at December 31, 2001, three at
December 31, 2002 to one at December 31, 2003.

For the twelve months ended December 31, 2003, the Company
recorded provisions for impairment totaling $8.9 million. The
provisions were taken in the first quarter and third quarter of
2003. The provisions reduced the carrying value of two facilities
in the process of being closed to their estimated fair value less
costs to dispose. The buildings are being actively marketed for
sale; however, there can be no assurance if, or when, such sales
will be completed or whether such sales will be completed on terms
that allow the Company to realize the carrying value of the
assets.

During the three-month period ended December 31, 2003, the Company
sold one leased facility, four closed facilities and the remaining
facility which was classified as asset held for sale in six
separate transactions. The Company realized proceeds of
approximately $10.7 million, net of closing costs and other
expenses, resulting in a loss of approximately $3.0 million. The
Company also sold its investment in Principal Healthcare Finance
Trust realizing proceeds of approximately $1.5 million, net of
closing costs, resulting in a gain of approximately $0.1 million.

The Company believes that presentation of the Company's revenues
and expenses, excluding nursing home owned and operated assets,
provides a useful measure of the operating performance of the
Company's core portfolio as a Real Estate Investment Trust in view
of the disposition of all but one of the Company's owned and
operated assets. For 2003, nursing home revenues, nursing home
expenses, operating assets and operating liabilities for the
Company's owned and operated properties are shown on a net basis
on the face of the Company's consolidated financial statements.
For 2002, nursing home revenues, nursing home expenses, operating
assets and operating liabilities for the Company's owned and
operated properties are shown separately on a gross basis on the
face of the Company's consolidated financial statements.

                         FFO RESULTS

For the three and twelve months ended December 31, 2003,
reportable diluted FFO was $11.0 million or $0.20 per share and
$43.9 million or $0.80 per share, respectively, compared to $2.0
million (diluted loss of $0.02 per share) and $8.9 million
(diluted loss of $0.05 per share) for the same periods in 2002 due
to the factors mentioned above. The $43.9 million of FFO excludes
the impact of $8.9 million of non-cash impairment charges in
accordance with the guidelines for the calculation and reporting
of FFO issued by NAREIT.

                   PORTFOLIO DEVELOPMENTS

Sun Healthcare Group, Inc.  Effective January 1, 2004, the Company
re-leased five skilled nursing facilities to an existing operator
under a new Master Lease, which has a five-year term and has an
initial annual lease rate of $0.75 million. Four SNFs formerly
leased by Sun, three located in Illinois and one located in
Indiana, representing 449 total beds, were part of this
transaction. The fifth SNF in the transaction, located in
Illinois, representing 128 beds, was the last remaining owned and
operated facility in the Company's portfolio.

Also on December 1, 2003 the Company re-leased one SNF, formerly
leased by Sun, located in California and representing 59 beds, to
a new operator under a lease, which has a ten-year term and has an
initial annual lease rate of $0.12 million.

As a result of the above-mentioned transitions of the five former
Sun facilities, Sun now operates 35 of the Company's facilities,
down from 51 facilities one year ago. On January 26, 2004, Sun and
the Company jointly announced that they have reached an agreement
in principle regarding the 51 properties owned by the Company that
were 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 five 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.

Claremont Healthcare Holdings, Inc.  Effective December 1, 2003,
the Company sold one SNF formerly leased by Claremont, located in
Illinois and representing 150 beds, for $9.0 million. The Company
received net proceeds of approximately $6.0 million in cash and a
$3.0 million, five-year, 10.5% secured note for the balance. This
transaction results in a non-cash, non-FFO accounting loss of
approximately $3.8 million, which was recorded in the fourth
quarter of 2003.

On November 7, 2003, the Company re-leased two SNFs formerly
leased by Claremont, located in Ohio and representing 270 beds, to
a new operator under a Master Lease, which has a ten-year term and
has an initial annual lease rate of $1.2 million.

Separately, the Company continues its ongoing restructuring
discussions with Claremont regarding the five facilities Claremont
currently leases from the Company. At the time of this press
release, the Company cannot determine the timing or outcome of
these discussions. Claremont failed to pay base rent due during
the fourth quarter of 2003 in the amount of $1.5 million. During
the fourth quarter of 2003, the Company applied security deposits
in the amount of $1.0 million to pay Claremont's rent payments and
the Company demanded that Claremont restore the $1.5 million
security deposit. As of the date of this press release, the
Company has no additional security deposits with Claremont. The
Company is recognizing revenue from Claremont on a cash-basis as
it is received.

                        ACQUISITION LINE

Effective December 31, 2003, the Company closed on a four-year,
$50 million revolving acquisition line of credit arranged by GE
Healthcare Financial Services. The acquisition line of credit will
be secured by first liens on potential facilities acquired or
assignments of mortgages made on new acquisitions. The interest
rate of LIBOR plus 3.75% with a 6% floor on the revolving
acquisition line of credit is identical to the Company's existing
Credit Facility also arranged by GE Healthcare Financial Services.

                       DIVIDEND POLICY

On January 21, 2004, the Company's Board of Directors declared a
common stock dividend of $0.17 per share, increasing the quarterly
common dividend by $0.02 per share or 13%. The common stock
dividend will be paid on February 13, 2004 to common stockholders
of record on February 2, 2004. At the date of this press release,
the Company had approximately 37.5 million outstanding common
shares.

The Company's Board of Directors also declared its regular
quarterly dividends for all classes of preferred stock, payable
February 13, 2004 to preferred stockholders of record on
February 2, 2004. Series A and Series B preferred stockholders of
record on February 2, 2004 will be paid dividends in the amount of
approximately $0.578 and $0.539, per preferred share,
respectively, on February 13, 2004. The Company's Series C
preferred stockholder will be paid a dividend of $2.72 per Series
C preferred share on February 13, 2004. The liquidation preference
for the Company's Series A, B and C preferred stock is $25.00,
$25.00 and $100.00 per share, respectively. Regular quarterly
preferred dividends represent dividends for the period November 1,
2003 through January 31, 2004. Total dividend payments for all
classes of preferred stock are approximately $5.2 million.

              TAX TREATMENT FOR 2003 DIVIDENDS

On August 15, 2003 the Company paid dividends to the Preferred A,
B and C stockholders in the approximate per share amounts of
$6.359, $5.930 and $27.307, respectively, for stockholders of
record on August 5, 2003. Also, on November 17, 2003 the Company
paid dividends to the Preferred A, B and C stockholders in the
approximate per share amounts of $0.578, $0.539 and $2.50,
respectively, for stockholders of record on October 31, 2003. The
Company has determined that 84.66% of all preferred dividends in
2003 should be treated for tax purposes as a return of capital,
with the balance, 15.34%, treated as an ordinary dividend. On
November 17, 2003 the Company paid a common dividend in the amount
of $0.15 per share to stockholders of record on October 31, 2003.
The Company has determined that 100% of the common dividends paid
in 2003 should be treated for tax purposes as a return of capital.

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


OWENS CORNING: Court Disallows Estevao's $5-Mill. Disputed Claim
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Walrath sustains the Owens Corning
Debtors' objection, pursuant to Sections 502(b) and (e) of the
Bankruptcy Code and Rule 3007 of the Federal Rules of Bankruptcy
Procedure, to Claim No. 8670 filed by Donna Estevao,
Administratrix of the Estate of Hazel Dupraw for $5,000,000.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the nature of the claim is not disclosed
in the proof of claim or its attachments.  Based on the limited
documentation attached to the proof claim form, Ms. Estevao's
decedent, Helen Dupraw, appears to have been the former owner and
operator of a landfill, which the State of Rhode Island sought to
close in 1990.  The State asserted that Ms. Dupraw, or Ms.
Estevao, is a liable party at the landfill, apparently by virtue
of Ms. Dupraw's ownership and operation of the landfill.  The
State also asserted that Owens Corning is a liable party at the
landfill due to materials allegedly sent there by an Owens
Corning affiliate.  

According to Mr. Pernick, neither the Proof of Claim nor the
attached documents provide any explanation of the legal nature or
factual basis of the Disputed Claim.  Two boxes on the proof of
claim form labeled "Environmental" and "Indemnification or
Contribution" was marked.  The debt was allegedly incurred on
March 29, 1999.  However, no effort was made by Ms. Estevao to
describe what occurred on this date or to explain why the
occurrence resulted in Owens Corning incurring a debt to
Ms. Estevao or Ms. Dupraw.  As a result, the Proof of Claim is not
adequate to determine the nature of the claim.

Mr. Pernick further relates that the Proof of Claim fails to
articulate any kind of claim at all, and does not identify any
law, state or federal, upon which the claim purports to be based.  
At most, the documents impliedly assert that both Ms. Dupraw and
Owens Corning are allegedly liable parties of some kind for
potential contamination at the Dupraw landfill.  However, the
allegations by themselves do not state a claim under potentially
applicable laws.

Mr. Pernick relates that four elements must be pleaded to
establish a cost-recovery claim under the Comprehensive
Environmental Response Compensation and Liability Act.  But
Ms. Estevao was not able to prove that:

    (1) Owens Corning is a potentially responsible party;

    (2) hazardous substances were disposed of at a "facility";

    (3) there has been a "release" or "threatened" release of
        hazardous substances from the facility into the
        environment; and

    (4) the release or threatened release required or will
        require the plaintiff to incur "response costs."

However, Ms. Dupraw is a potentially responsible party at the
landfill by virtue of her ownership and operation of the
facility.  Therefore, Ms. Estevao's claim under the CERCLA, if
any, against Owens Corning, as an alleged fellow potentially
responsible party at the Dupraw landfill site, is limited to one
of contribution.

"Every court of appeals that examined this issue has come to the
same conclusion: a Section 107 action brought for recovery of
costs may be brought only by innocent parties that undertaken
cleanups.  An action brought by a potentially responsible person
is by necessity a [Comprehensive Environmental Response
Compensation and Liability Act] Section 113 action for
contribution," Mr. Pernick says.  Thus, Ms. Estevao has no claim
against Owens Corning in contribution at the landfill unless she
incurred investigation or cleanup costs recoverable under the
CERCLA.  Ms. Estevao made no effort to demonstrate or even assert
that she incurred any of those costs.

In addition, to the extent the Disputed Claim is a claim for
contribution or reimbursement of past or future costs incurred by
the government or other third parties, it is contingent within
the meaning of Section 502(e)(1)(B) of the Bankruptcy Code.  

Accordingly, the Court disallows the Disputed Claim under Section
502(e)(1)(B) as a matter of law and directs the Claims Agent to
expunge it from the Claims Registry. (Owens Corning Bankruptcy
News, Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


PARMALAT: S&P Keeps Watch on Brazilian Receivables Securitization
-----------------------------------------------------------------
Standard & Poor's Ratings Services announced that the shareholders
of Parmalat - Fundo de Investimento em Direitos Creditorios voted
for an early redemption of their senior shares of the fund during
the Jan. 19, 2004, shareholders' meeting.

On the same day, these investors received their original invested
amount plus the respective targeted return on their investment
(the Brazilian Spot Depositos Interfinanceiros index plus 1.7%).
The shareholders received Brazilian reais (BrR) 112.8 million, the
fund's holdings on its senior shares, out of a total BrR132
million (including the subordinated shares).

The originators of the credit receivables, Parmalat Brasil S.A.
and Batavia S.A., in Brazil, retained BrR19.2 million in
subordinated shares. During the shareholders' meeting, the fund's
sponsor, Intrag DTVM Ltda, and the servicer of the fund, Banco
Itau S.A., announced that the originators, both indirectly
controlled subsidiaries of Parmalat SpA, will not be repaid their
original investment in the subordinated shares until the fund is
fully liquidated.

Intrag DTVM and Banco Itau also decided during the shareholders'
meeting to maintain the legal structure of the fund by retaining a
symbolic senior share equivalent to BrR21,250 and having the
originators retain an additional subordinated share equal to
BrR3,750, until a new shareholder meeting takes place. At that
meeting, the shareholders will decide whether to change the terms
and conditions of the fund (regulamento) to adapt it for other
investment purposes or, instead, to redeem the remainder of the
shares in their entirety.

The remaining holdings of the Parmalat FIDC comprise permitted
investments not related to Parmalat SpA or any of its
subsidiaries. These permitted investments consist of overnight
investments in 'brAA' rated financial institutions, government
bonds, or shares of other fixed-income funds rated or assessed by
Standard & Poor's.

Following the early redemption, Standard & Poor's 'brAAAf' rating
on the senior shares of the Parmalat FIDC will be maintained until
the fund is either formally liquidated (Standard & Poor's would
then withdraw its rating) or the fund's investment objectives are
changed (Standard & Poor's would likely change its rating).

In addition, according to Brazilian regulations, the fund's
sponsor must rebalance the Parmalat FIDC's portfolio (adjust the
portfolio composition to the limits established by the regulation)
by Feb. 27, 2004; therefore, discussions on the fund's investment
objectives and Standard & Poor's rating withdrawal process are
expected to be concluded by that date.

The Parmalat FIDC is a closed-ended fund whose main underlying
assets originally consisted of trade receivables directly
originated by Parmalat Brasil and Batavia (through the sale of
shipped products to specified obligors), cash, and other specified
investments. Senior shares of the fund originally totaled BrR110.5
million and were sold to investors Nov. 27, 2003, while the
subordinated shares (originally BrR19.5 million) were retained by
the originators. The fund had an original defined final maturity
of three years from Nov. 27, 2003.


PARMALAT: Cayman Liquidator asks U.S. Court for TRO & Injunction
----------------------------------------------------------------
Gordon I. MacRae and James Cleaver at Ernst & Young Restructuring
Ltd. ask the U.S. Bankruptcy Court for the Southern District of
New York to issue a Temporary Restraining Order and Preliminary
Injunction, enjoining and restraining U.S. creditors from seizing
the U.S. assets of Parmalat Capital Finance Ltd., Food Holdings
Limited and Dairy Holdings Limited.

Messrs. MacRae and Cleaver appear before Bankruptcy Judge Robert
D. Drain in their capacity as Joint Provisional Liquidators of
the Companies.

Since the commencement of the Cayman Islands winding up  
proceedings, the JPLs have been working diligently to gather the  
books and records of the Companies, and to ascertain the assets
and liabilities of the Companies.  Parmalat Capital's 2002
financial statements show that the company had $7,000,000,000 in
assets and $5,700,000,000 of debt.  The JPLs suspect that
Parmalat Capital has at least one bank account in a New York
branch of Bank of America.

Pursuant to Section 302 of the Bankruptcy Code, the JPLs intend
to preserve the status quo and prevent Parmalat, SpA, Parmalat
Finanziaria SpA, Extraordinary Commissioner Enrico Bondi, or any
other entity from grabbing any cash at BofA or any other U.S.
asset.

                         Food Holdings

Food Holdings Limited is an exempted limited liability company,
organized and incorporated under the laws of the Cayman Islands.
On December 17, 1999, Food Holdings issued these notes:

      (i) $130,000,000 aggregate principal amount of 8.43%
          Class A1 Senior Secured Notes;

     (ii) $28,474,689 aggregate principal amount of zero coupon
          Class A2 Senior Secured Notes; and

    (iii) a Class B Subordinated Secured Note.

The Food Holdings Notes were secured against, among other things,
Food Holdings' 9.09% interest in one of Parmalat SpA's Brazilian
companies.

The Food Holdings Notes matured on December 17, 2003.  Food
Holdings defaulted on its payment obligation.

                         Dairy Holdings

Dairy Holdings Limited is an exempted limited liability company,
organized and incorporated under the laws of the Cayman Islands.  
On June 22, 2001, Dairy Holdings issued these notes:

      (i) $150,000,000 aggregate principal amount of 7.20%
          Class A1 Senior Secured Notes;

     (ii) $6,998,265 aggregate principal amount of non-interest
          bearing Class A2 Senior Secured Notes; and

    (iii) a Class B Subordinated Secured Note.

The Dairy Holdings Notes were secured against, among other
things, Dairy Holdings' 9.09% interest in one of Parmalat's
Brazilian companies.

The Dairy Holdings Notes matured on December 22, 2003.  Dairy
Holdings defaulted on its payment obligation.

                    Parmalat Capital Finance

Parmalat Capital entered into separate put agreements with Food
Holdings and Dairy Holdings in connection with the issuance of
the Notes.  Under the terms of the Put Agreements, Parmalat
Capital was obligated on December 12, 2003 to purchase from Food
Holdings its Brazilian shares, and on December 17, 2003 to
purchase from Dairy Holdings its Brazilian shares.

Parmalat Capital has not purchased the Brazilian shares from
either Food Holdings or Dairy Holdings.

A copy of the Food Holdings Put Agreement is available at no
extra charge at:

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

A copy of the Dairy Holdings Put Agreement is available at no
extra charge at:

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

A copy of Parmalat Capital's financial statements for the year
ended December 31, 2002 is available at no extra charge at:

   http://bankrupt.com/misc/Parmalat_Captial_2002_Financials.pdf

The JPLs tell Judge Drain that they understand Mr. Bondi has
already instructed Maples and Calder, his Cayman Islands
attorneys, to petition for their removal.

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

                      Irreparable Injury and
                  the Need for Injunctive Relief

The JPLs believe that the successful administration of the
Companies' affairs requires that the claims of all creditors,
wherever situated, be resolved in the Cayman Islands proceedings.  
If the U.S. creditors are not enjoined, assets of the Companies'
estates may be prematurely "pieced out" and "the orderly
determination of claims and the fair distribution of assets" in
the foreign proceedings will be severely disrupted.

The preservation of the status quo will not prejudice the U.S.
creditors.  Injunctive relief will ensure an equitable and
orderly distribution of the Companies' assets in the United
States pursuant to an integrated, comprehensive plan.

Considering the JPLs' request, Judge Drain finds that entry of an
injunction in the United States against U.S. creditors will
permit the expeditious and economical administration of the
Companies' affairs in aid of the pending proceedings brought
under Cayman Islands law.  Accordingly, Judge Drain directs that
all persons subject to the jurisdiction of the U.S. Court are
enjoined and restrained from commencing or continuing any action
to collect a prepetition debt without obtaining relief from the
Court, subject to a further hearing to consider entry of a
permanent injunction.

Bruce R. Zirinsky, Esq., Gregory M. Petrick, Esq., and Jason A.
Cohen, Esq., at Cadwalader, Wickersham & Taft LLP, represent the
JPLs in the Section 304 Proceeding filed on January 20, 2004.  
Guy Locke, Esq., at Walkers, represents the JPLs before the Grand
Court of the Cayman Islands. (Parmalat Bankruptcy News, Issue No.
4; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PERKINELMER: Fourth-Quarter Results Swing-Up to Positive Territory
------------------------------------------------------------------
PerkinElmer, Inc. (NYSE: PKI), a global leader in health sciences
and other advanced technology markets, announced GAAP earnings per
share of $.21 from continuing operations on revenue of $432.6
million for the fourth quarter ended December 28, 2003. The
Company reported earnings per share from continuing operations
excluding intangibles amortization of $.24, which exceeds by $.02
the Thomson First Call(TM) consensus earnings per share estimate
of $.22 for the fourth quarter of 2003, which also excludes
intangibles amortization. Amortization of intangibles for the
fourth quarter of 2003 was $7.1 million, or $.03 per share.

Revenue from continuing operations in the fourth quarter of 2003
was $432.6 million, an increase of 6.0% from the fourth quarter of
2002, driven by revenue growth in all segments. Foreign exchange
rate fluctuations increased revenue by 6.0% in the fourth quarter
of 2003.

GAAP operating margin during the fourth quarter of 2003 increased
significantly in all segments, resulting in an overall operating
margin of 12.5% compared to 1.2% for the fourth quarter of 2002.
Fourth quarter 2003 operating margin excluding intangibles
amortization was 14.1% compared to 3.0% for the fourth quarter of
2002. The fourth quarter of 2002 operating profit included a
restructuring charge of $26.5 million, approximately 6.5% of sales
for the period, related to the integration of Life and Analytical
Sciences. Improved gross margin and lower selling, general and
administrative expenses (SG&A) drove the operating margin
expansion in the fourth quarter of 2003 compared to the same
period of 2002. SG&A expenses were down, reflecting the benefits
from the Life and Analytical Sciences integration, and
productivity initiatives across all businesses.

The Company generated operating cash flow of $77.9 million in the
fourth quarter of 2003 and $167.5 million for the full year 2003,
an increase of $28.9 million and $59.8 million, respectively,
compared to the fourth quarter and full year 2002. The Company
paid down $20 million of its long-term debt during the fourth
quarter of 2003, and reduced long-term debt by $70 million during
2003. Free cash flow, defined as operating cash flow of $167.5
million less capital expenditures of $16.6 million, was $150.9
million for the full year 2003. Free cash flow for 2003 was more
than double the free cash flow for 2002 on higher income and
improved working capital efficiency. The 2003 operating cash flow
of $167.5 million included a $16.0 million benefit due to
increased sales of receivables under our accounts receivable
securitization program.

"We were pleased to deliver fourth quarter financial results that
are significantly improved from a year ago," said Gregory L.
Summe, Chairman and CEO of the Company. "Our priorities for 2003
were to improve our cost structure, launch a broad array of new
products, and deliver strong cash flow. We feel terrific about our
progress in all of these areas, especially the strong cash flow
performance. Our 2003 operating cash flow was more than three
times our GAAP net income," added Summe.

The fourth quarter 2002 GAAP earnings per share from continuing
operations were $.01 on revenue of $409.6 million. The fourth
quarter 2002 results included a restructuring charge of $26.5
million mentioned above, related to the integration of Life and
Analytical Sciences.

Total net income for the fourth quarter of 2003 was $27.9 million,
or $.22 per share, and was comprised of $.21 earnings per share
from continuing operations and $.01 earnings per share from
disposition of discontinued operations. The fourth quarter of 2002
resulted in a net loss of $2.6 million, or $.02 per share,
comprised of $.01 earnings per share from continuing operations, a
loss of $.01 per share from discontinued operations, and a loss of
$.02 per share on disposition of discontinued operations.

Financial overview by reporting segment:

Life and Analytical Sciences reported revenue of $290.4 million
for the fourth quarter of 2003, up 6% from $273.6 million in the
fourth quarter of 2002. Growth during the quarter was driven by
Genetic Screening and Environmental and Chemical end markets. In
addition, our OneSource(TM) service offering continued to gain
momentum and experienced strong market penetration and customer
acceptance. By product category, instruments revenue was up
slightly, with stronger growth in reagents, consumables and
service.

The segment's GAAP operating profit for the fourth quarter of 2003
was $41.1 million versus a loss of $2.8 million for the same
period of 2002. As a percentage of sales, operating profit for the
fourth quarter was 14.2% compared to negative 1.0% for the fourth
quarter of 2002. Included in the segment's operating profit for
the fourth quarter of 2002 was a restructuring charge of $26.5
million, related to the integration of Life and Analytical
Sciences. This significant increase was achieved through cost
reductions driven by the integration of Life and Analytical
Sciences. The operating profit for the fourth quarter of 2003 and
2002 included intangibles amortization of $6.6 million and $5.9
million, respectively.

Optoelectronics reported revenue of $91.0 million for the fourth
quarter of 2003, an increase of 4% from revenue of $87.3 million
in the fourth quarter of 2002. Growth in digital imaging revenue
during the quarter was partially offset by revenue declines in
sensors and lighting compared to the fourth quarter of 2002.

The segment's GAAP operating profit was $11.6 million for the
fourth quarter of 2003 versus an operating profit of $7.7 million
for the comparable period of 2002. As a percentage of sales,
operating profit for the fourth quarters of both 2003 and 2002 was
12.7% and 8.8%, respectively. The operating profit for the fourth
quarter of 2003 and 2002 included intangibles amortization of $.3
million. Higher revenue and lower SG&A expenses year over year
were the primary drivers of the increase in operating profit
during the fourth quarter of 2003 compared to the same period of
2002.

Fluid Sciences reported revenue of $51.1 million for the fourth
quarter of 2003, up 5% from the same period of 2002. Revenue
growth in aerospace was offset by lower revenue in power
generation, with sales to semiconductor end markets roughly flat
compared to the fourth quarter of 2002, as orders during the
fourth quarter suggest that demand in semiconductor end markets
appears to be improving.

The segment's GAAP operating profit for the fourth quarter of 2003
was $6.8 million, versus $4.8 million in the fourth quarter of
2002. As a percentage of sales, operating profit for the fourth
quarter of 2003 and 2002 was 13.3% and 9.8%, respectively.

The operating profit for the fourth quarter of 2003 and 2002
included intangibles amortization of $.2 million and $.9 million,
respectively.

                         2004 Guidance

The Company projects 2004 GAAP EPS from continuing operations to
be in the range of $.62 to $.67, including the negative impact of
intangibles amortization of $.15 per share. This would represent
an increase of 44% to 56% from the Company's 2003 GAAP EPS. The
Company's 2004 EPS excluding intangibles amortization is
forecasted to be in the range of $.77 to $.82 per share, which
exceeds Thomson First Call(TM) consensus earnings estimate of $.76
per share, which also excludes intangibles amortization. For the
first quarter of 2004, the Company projects EPS from continuing
operations of between $.06 and $.10 per share on a GAAP basis,
including the negative impact of intangibles amortization of $.04
per share. In Q1 2003, the Company's GAAP earnings per share from
continuing operations were $.03 per share, including the negative
impact of intangibles amortization of $.04 per share.

"Our revenue growth outlook for 2004 continues to be tempered. We
expect the economy to continue in a slow expansion, with slightly
higher growth in the cyclical recoveries of industrial and
semiconductor," continued Summe. "However, we enter 2004 with a
better cost position, a stronger balance sheet and improved
operating processes. We believe this positions us to deliver
significant earnings per share growth in 2004, while at the same
time funding more growth initiatives. Our priorities for this year
will be focused on improving our customers' experience, as well as
driving productivity, cash flow and new product innovations."

PerkinElmer, Inc. is a global technology leader focused in the
following businesses - Life and Analytical Sciences,
Optoelectronics and Fluid Sciences. Combining operational
excellence and technology expertise with an intimate understanding
of our customers' needs, PerkinElmer provides products and
services in health sciences and other advanced technology markets
that require innovation, precision and reliability. The Company
serves customers in more than 125 countries, and is a component of
the S&P 500 Index. Additional information is available through
http://www.perkinelmer.com/  

As previously reported, Fitch Ratings affirmed PerkinElmer, Inc.'s
'BB+' senior secured debt rating, 'BB+' bank loan rating, and
'BB-' senior subordinated debt rating. The ratings apply to
approximately $570 million in senior secured and senior
subordinated debt. The Rating Outlook is Stable.  


PETRO STOPPING: Wins Requisite Consents to Amend Note Indenture
---------------------------------------------------------------
Petro Stopping Centers, L.P. and Petro Financial Corporation
announced, pursuant to their previously announced tender offer and
consent solicitation for any and all of their $135,000,000
outstanding principal amount of 10-1/2% Senior Notes due 2007
(CUSIP No. 715911AB9, ISIN US715911AB99), that they have received
the requisite consents required to adopt the proposed amendments
to the indenture governing the Notes.

The proposed amendments will eliminate substantially all of the
restrictive covenants and certain events of default provisions set
forth the indenture governing the Notes.

As of 5:00 P.M. (EST) on January 28, 2004, holders of $114,878,000
aggregate principal amount of the outstanding Notes (approximately
85.1%) have delivered valid tenders and consents pursuant to the
Offer.

Notwithstanding that the Consent Date, January 28, 2004 at 5 P.M.
New York City time, has passed, the Issuers will pay $1,020.00 per
$1,000 principal amount of Notes for any additional Notes tendered
prior to 5:00 p.m., New York City time, Friday, January 30, 2004,
and that are accepted for payment by the Issuers.

Except as set forth herein, the terms and conditions of the Offer,
including the Expiration Date, remain unchanged. The Issuers may
extend the Expiration Date in their sole discretion. Any Notes
previously tendered and consents previously given, and all Notes
tendered and consents given hereafter, may not be withdrawn.

The Issuers have retained Banc of America Securities LLC to act as
the exclusive Dealer Manager and Solicitation Agent in connection
with the Offer. Requests for documents may be directed to Global
Bondholder Services Corporation, the information agent for the
Offer, at 212-430-3774 or 866-470-4200 (U.S. toll free). Questions
regarding the Offer may be directed to Banc of America Securities
LLC at (888) 292-0070.

As previously reported, Standard & Poor's Ratings Services'
ratings for Petro Stopping Centers L.P. (operating company) and
Petro Stopping Centers Holdings L.P. (holding company), including
the 'B' corporate credit rating, remain on CreditWatch with
negative implications.

Upon successful completion of the planned refinancing, Standard &
Poor's will affirm the 'B' corporate credit rating on the company
and the outlook will be negative.


PLIANT: S&P Rates $100M Facility BB- & 225M Discount Notes at B
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' rating and a
recovery rating of '1' to Pliant Corp.'s proposed $100 million
senior secured revolving credit facility due 2009, subject to
preliminary terms and conditions. The 'BB-' rating is one notch
higher than the corporate credit rating; this and the '1' recovery
rating indicate a high expectation of full recovery of principal
in the event of a default.

At the same time, Standard & Poor's assigned its 'B' rating to the
company's proposed $225 million senior secured discount notes due
2009 and assigned a recovery rating of '4' to these notes. The 'B'
rating is one notch lower than the corporate credit rating; this
and the '4' recovery rating indicate that creditors would recover
a marginal (25%-50%) amount of principal (including accreted
interest until 2007), in the event of a default. Cash interest on
the senior secured discount notes is payable at the option of the
company until 2007, after which cash interest is payable. Proceeds
of the senior secured discount notes would be used to repay the
existing credit facilities and for fees and expenses. Following
completion of the proposed transaction, ratings on the existing
credit facilities would be withdrawn.

In addition, Standard & Poor's affirmed its 'B+' corporate credit
rating on Schaumburg, Illinois-based Pliant Corp. The outlook is
stable. Pro forma for the refinancing transaction, Pliant, a
producer of plastic films and flexible packaging, will have
approximately $789 million in total debt outstanding.

"The ratings reflect Pliant's very aggressive debt leverage and
sub par credit measures, which overshadow its below-average
business position in plastic film and flexible packaging
segments," said Standard & Poor's credit analyst Liley Mehta.

Ratings are supported by satisfactory availability under committed
bank facilities, an improved debt maturity profile and alleviation
of financial covenant pressures, following the expected completion
of the proposed refinancing transaction.


PRIMUS TELECOMMS: Preparing Prospectus for Resale of 22M Shares
---------------------------------------------------------------
Primus Telecommunications Group Inc. has prepared a prospectus
dealing with an aggregate 22,616,990 shares of the Company's
common stock which selling security holders are offering for sale.  
Primus will not receive any of the proceeds from the sale by the
selling security holders.

Certain selling security holders' shares are subject to the terms
of a lock-up agreement with Primus, which will generally prohibit
the resale of 13,540,008 of such shares
through July 30, 2004.

Primus common stock is listed on the Nasdaq National Market under
the symbol PRTL. The last reported sales price of the common
stock, as reported on the Nasdaq National Market on January 14,
2004, was $12.61 per share.

PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) is a
global facilities-based telecommunications services provider
offering international and domestic voice, Internet, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and western Europe. PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 250 points-of-presence
throughout the world, ownership interests in over 23 undersea
fiber optic cable systems, 19 carrier-grade international gateway
and domestic switches, and a variety of operating relationships
that allow it to deliver traffic worldwide. PRIMUS also has
deployed a global state-of-the-art broadband fiber optic ATM+IP
network and data centers to offer customers Internet, data,
hosting and e-commerce services. Founded in 1994, Primus is based
in McLean, VA. News and information are available at PRIMUS's Web
site at http://www.primustel.com/   

At September 30, 2003, PRIMUS Telecommunications Group, Inc.'s
balance sheet shows a working capital deficit of about $40
million, and a total shareholders' equity deficit of about $118
million.


REDBACK NETWORKS: Creedon Keller Discloses 17.1% Equity Stake
-------------------------------------------------------------
Investment Advisors Creedon Keller & Partners, Inc. beneficially
own 8,985,883 shares of the common stock of Redback Networks Inc.,
representing 17.1% of the Company's outstanding common stock.
Creedon Keller & Partners, a Nevada corporation, hold sole voting
and dispositive powers over the stock.    

All of the common stock was acquired as a result of a
restructuring plan by the Company that became effective January 2,
2004. The shares were acquired on January 5, 2004. The
restructuring event called for retiring convertible debt
securities owned in exchange for new shares of Redback Networks
common stock. The convertible debt securities had been    
purchased in open market transactions. The funds for these
transactions came from the working capital of the Investment
Advisors clients (Alta Partners family of Funds).

As of December 31, 2003, Creedon Keller & Partners, Inc., held
only convertible debt securities of Redback Networks. The amount
of common shares these securities would have converted into was
not over 5% of the outstanding shares of old common stock. It is
solely as a result of the restructuring and subsequent issuance of
new stock in lieu of the outstanding debt instrument that Creedon
Keller & Partners has acquired this position.

There have been no transactions since acquiring these shares.

Paul Giordano is an Officer of Creedon Keller and Partners, Inc.,
and currently serves on the Board Of Directors of Redback
Networks, Inc.  According to Creedon Keller & Partners, there are
no contracts, arrangements or understandings of any kind that
exist directly between Creedon Keller & Partners, Inc., and
Redback Networks.

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.


ROYAL OLYMPIC: Units File for Creditor Protection in Greece
-----------------------------------------------------------
Royal Olympia Cruises, Inc (Royal Olympic) (Nasdaq: ROCLF)
announced that its shipowning subsidiaries (debtors) have --
seeking the consent of their major creditors -- requested
protection from their creditors in the Greek Court pursuant to
Article 45 of Law 1982/1990, which provides for the reorganization
of debtors in a proceeding similar to a proceeding pursuant to
Chapter 11 of the U.S. Bankruptcy Code.

Royal Olympic is engaged in discussions with the debtors' banks
and other creditors regarding such proceedings. The creditors
determination to consent to the debtors reorganization proceeding
is not within Royal Olympic's control in any material respect, but
may depend -- among other factors -- upon the creditors
determination as to the value of the vessels and the chartering
contracts affecting the vessels, the demand for the vessels and
the general business dynamics of the cruise shipping industry.
However, Royal Olympic cannot assure that the requires consent,
and if no other alternative is found, the debtors may be forced to
cease operations.


SEITEL INC: Disclosure Statement Hearing Rescheduled for Feb. 5
---------------------------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIEQ; Toronto: OSL) announced
that the Bankruptcy Court for the District of Delaware has
rescheduled the hearing with respect to the approval of the
Company's Second Amended Disclosure Statement from January 30,
2004 to February 5, 2004 at 1:30 PM.

As previously announced on January 9, 2004, the Company had
expected to file with the Bankruptcy Court an amended
reorganization plan and a related amended disclosure statement in
mid-January. A Bankruptcy Court hearing to approve the Disclosure
Statement had been scheduled for January 30, 2004, and a
confirmation hearing on the reorganization plan was scheduled for
March 9, 2004. The Company's Second Amended Plan was filed on
January 17, 2004 and the Disclosure Statement was filed today. In
connection with the rescheduled Disclosure Statement hearing date,
the date for a hearing on confirmation of the Plan was also
rescheduled from March 9, 2004 to March 18, 2004.

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, licensing data from its library
and creating new seismic surveys under multi-client projects.


SEQUOIA MORTGAGE: S&P Rates Trust 2004-1 Class B-5 Notes at B
-------------------------------------------------------------
Sequoia Mortgage Trust's mortgage pass-through certificates,
series 2004-1, are rated by Fitch Ratings as follows:

        -- $601,250,100 classes A, X-1, X-2, X-B and A-R 'AAA';
        -- $9,375,000 class B-1 'AA';
        -- $5,937,000 class B-2 'A';
        -- $3,437,000 class B-3 'BBB';
        -- $1,562,000 class B-4 'BB';
        -- $937,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.80%
subordination provided by the 1.50% class B-1, 0.95% class B-2,
0.55% class B-3 and 0.25% privately offered class B-4, the 0.15%
privately offered class B-5 and 0.40% privately offered class B-6
certificates. The ratings on the class B-1, B-2, B-3, B-4 and B-5
certificates are based on their respective subordination.

The trust consists of a pool of 1,786 conventional, adjustable-
rate mortgages secured by first liens on one- to four-family
residential properties, with original terms to maturity of either
25 or 30 years, having an aggregate principal balance of
$625,000,004, and a weighted average principal balance of
$349,944.

All of the loans have interest-only terms of either five or ten
years, with principal and interest payments beginning thereafter.
The borrowers' interest rates adjust monthly based on the one-
month LIBOR rate plus a margin (15.22% of the loan group) or semi-
annually based on the six-month LIBOR rate plus a margin (84.78%
of the loan group). Greenpoint Mortgage Funding, Inc., Morgan
Stanley Dean Witter Credit Corporation, Bank of America, N.A, and
Cendant Mortgage Corporation originated 59.89%, 29.74%, 8.05%, and
2.32% of the mortgage loans, respectively. The mortgage loans have
a weighted average original loan-to-value ratio of 69.87%, and a
weighted average FICO of 729. Second home and investor-occupied
properties comprise 10.56% and 2.06% of the loans respectively.
The states with the largest concentration of mortgage loans are
California (32.20%), Florida (10.03%), and Arizona (6.70%). All
other states represent less than 5% of the outstanding balance of
the pool.

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly-owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders. For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits. HSBC Bank USA will act
as trustee.


SIERRA HEALTH: Reports Fourth-Quarter 2003 Results
--------------------------------------------------
Sierra Health Services Inc. (NYSE:SIE) reported that income from
continuing operations for the quarter ended Dec. 31, 2003 was
$24.0 million, or $0.80 per diluted share, compared to income from
continuing operations of $12.2 million, or $0.39 per diluted share
for the quarter ended Dec. 31, 2002, an increase of 96.3%.

For discontinued operations, net losses were $19.2 million for the
quarter, compared to net losses of $7.7 million for the same
period in 2002. Net income for the quarter was $4.8 million, or
$0.16 per diluted share, compared to $4.5 million, or $0.14 per
diluted share for the same period in 2002.

Income from continuing operations for the year ended Dec. 31, 2003
was $82.1 million, or $2.70 per diluted share, compared to $42.3
million, or $1.36 per diluted share for the year ended Dec. 31,
2002, an increase of 94.1%. For discontinued operations, net
losses were $19.8 million for the year, compared to net losses of
$5.9 million for 2002. Net income for the year was $62.3 million,
or $2.05 per diluted share, compared to $36.4 million, or $1.17
per diluted share for the year 2002.

Revenues from continuing operations for the quarter were $373.4
million, an increase of 14.2% over the $326.9 million for the same
period in 2002. Annual revenues from continuing operations were
$1.5 billion for 2003, compared to $1.3 billion for 2002, an
increase of 16.2%.

In March 2003, Sierra completed an offering of $115 million
aggregate principal amount of its 2 1/4% senior convertible
debentures, due 2023. Under the terms of the conversion rights,
debenture holders have the right to convert their debentures
during the following fiscal quarter, if the sale price of Sierra's
common stock equals or exceeds $21.95 for at least 20 days in a
period of 30 consecutive trading days ending on the last trading
day of the preceding fiscal quarter. On Dec. 17, the company
announced that under these terms, debenture holders could exercise
the right to convert their debentures during the first quarter of
2004.

On a pro forma basis, assuming dilution from the convertible
debentures had taken place in 2003, Sierra's income from
continuing operations would have been $0.68 per diluted share for
the fourth quarter and $2.28 per diluted share for the year ended
Dec. 31, 2003. For the year 2004, assuming the dilution has taken
effect, the company now believes it will earn between $2.65 and
$2.75 per share.

In the fourth quarter, Sierra purchased 1.8 million shares of its
common stock in the open market for $46.7 million. During the year
2003, the company purchased 5.3 million shares of its common stock
for $99.4 million, at an average price of $18.63 per share. For
the year 2004, the company has negotiated a new bank amendment
allowing further stock purchases of up to $60 million.

Cash flow from continuing operations was $84.8 million for the
fourth quarter of 2003 and $152.9 million for the year ended
Dec. 31, 2003. This compares to $44.2 million for the fourth
quarter of 2002 and $136.6 million for the year ended Dec. 31,
2002. Total external debt from continuing operations was $116.8
million at Dec. 31, 2003, compared to $60.9 million at Dec. 31,
2002. At year-end 2003, no amounts were drawn on the company's
line of credit. For continuing operations, Sierra's total external
debt to capital ratio now stands at 44%, compared to 28% at the
end of 2002.

In the fourth quarter, Sierra's medical care ratio improved 440
basis points to 74.8% from 79.2% for the same period in 2002. The
medical care ratio for the year 2003 improved 390 basis points to
76.3% from 80.2% in 2002. In the fourth quarter, as a percentage
of total revenue, general and administrative expenses from
continuing operations improved 90 basis points to 9.5% from 10.4%
in the same period in 2002. General and administrative expenses
for the year 2003 improved 130 basis points to 9.2% from 10.5% in
2002.

"In 2003, we saw exceptional performance from our core
operations," said Anthony M. Marlon M.D., chairman, president and
chief executive officer of Sierra. "This performance has allowed
us to grow membership, revenues and income, and generate strong
cash flow. Additionally, with the exception of the company's
debentures, we have virtually no external debt. I am very
comfortable with our projections for 2004 and remain confident in
the company's ability to return significant value to its
shareholders."

Medical premium revenues for 2003 were $962.2 million, an increase
of 12.2% from the $857.7 million in 2002. For 2003, same-store
commercial membership grew 8.1%. Medicare membership grew 7.1%.
Over 96% of the company's Medicare members are enrolled in the
Social HMO program, which provides higher federal reimbursement.
In 2003 this program was not subject to risk modifiers.

Military contract revenues for 2003 were $465.3 million, an
increase of 24.6% from the $373.6 million reported in 2002. This
increase is due primarily to change orders and expanded
beneficiary eligibility as a result of the mobilization of
reservists within Region 1. Sierra Military Health Services'
accounts receivable balance at Dec. 31, 2003 was $47.4 million,
compared to $47.1 million at Dec. 31, 2002. In September 2003, the
company filed a protest of the loss of its bid for the TRICARE
Next Generation contract for the North Region. In December, the
protest was denied by the Comptroller General of the United States
General Accounting Office. Sierra is continuing to evaluate its
options relative to the T-Nex contract. Should the company decide
not to pursue further legal remedies, it is expected that SMHS
will continue full operations through August 2004, followed by a
phase out of activities for a period of six months thereafter.

In November 2003, Sierra announced it had reached a definitive
agreement to sell its workers' compensation subsidiary, California
Indemnity Insurance Company Inc., to Folksamerica Holdings Company
Inc. for $79.5 million, subject to certain adjustments. In the
fourth quarter, Sierra recorded a charge of $15.6 million to
reflect the reduction in the value of this business to its
estimated net sales value. Additionally, the company incurred $3.4
million in other losses, primarily for reserve strengthening
related to adverse claims development for prior accident years.

Sierra Health Services Inc. (S&P, BB Long Term Issue and Senior
Debt Ratings, Stable), based in Las Vegas, is a diversified
healthcare services company that operates health maintenance
organizations, indemnity and workers' compensation insurers,
military health programs, preferred provider organizations and
multispecialty medical groups. Sierra's subsidiaries serve more
than 1.2 million people through health benefit plans for
employers, government programs and individuals. For more
information, visit the company's Web site at
http://www.sierrahealth.com/    


SK GLOBAL: Sec. 304 Injunction Hearing to Continue on March 31
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Blackshear will continue the hearing
with respect Hana Bank's request for a preliminary injunction
under Section 304(a) of the Bankruptcy Code to March 31, 2004, at
2:00 p.m.  

To recall, Hana Bank, as foreign representative of SK Networks
Co. Ltd., formerly known as SK Global Co., Ltd., filed a Section
304 injunction with the U.S. Bankruptcy Court on April 10, 2003,
to prevent lenders from grabbing SK Network's U.S. assets. (SK
Global Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SOLUTIA INC: LGI Business Realizing Significant Business Gains
--------------------------------------------------------------
More than three years ago, Solutia Inc.'s (Pink Sheets: SOLUQ)
Laminated Glazing Interlayers (LGI) business began the arduous
task of improving its operating processes through the well-known
Manufacturing Resource Planning (MRP II) or Operational Excellence
"Class A" certification program.

With counseling from the global management consulting firm Oliver
Wight, Solutia's LGI business has realized significant gains in
terms of sustainable process improvements, customer service, and
business results since the 2000 MRP II kickoff.

Improvements realized from implementing the Oliver Wight MRP II
processes are exemplified by the following results:

* On time delivery against first promise is now consistently above
  95% versus 90% in 2000.

* Restructured inventory approach, ensuring our inventory is more
  effective, allowing for the right product at the right place at
  the right time.

* Increased stability of manufacturing operations due to greater
  visibility of demand.

* Effective sales and operations planning monthly process, which
  has helped to deliver the strategy.

* Increased business strategy awareness at all levels of the
  organization.

* Cost reductions / cost avoidance of millions of dollars directly
  related to newly implemented MRP II processes.

* Most importantly, an overall increase in customer satisfaction
  of nearly 2.5 points on a 1-10 scale and the best ratings in the
  marketplace.

"The successful implementation of MRP II and the attainment of
Class A certification from Oliver Wight for our North American,
European and Asian operations have allowed us to realize our
strategy," said Solutia division supply chain manager Michael
Lichtwardt. "In the past, despite our successes, our business
strategy lacked integration. Now, we are in lockstep at all levels
within the business with visible metrics. MRP II has allowed us to
bring about changes that benefit our customers. And that's the
bottom line," he added.

Oliver Wight's "Proven Path to true Operational Excellence" has
also provided other benefits to Solutia, including:

* The ability to collectively work with "one set of numbers" --
from demand management and forecasting to supply planning to
financial management -- all linked together.

    *  Real-time inventory control
    *  Confidence in operations data

"Class A Certification requires a significant amount of effort by
a company," said Brant Slade, Principal and Member of The Board of
Directors of Oliver Wight Americas, Inc. "Of the many thousands of
companies that implement MRP II, only a very small number actually
accomplish Class A status.

"An important trademark of Class A companies is the attainment of
enhanced business results. Solutia's LGI business has not fallen
short in this area. Since the beginning of this project, customer
service levels have improved substantially, costs have been
reduced and the business is healthier. These results indicate that
the LGI team has worked hard to fully leverage this effort into
the achievement of meaningful objectives," added Slade.

"MRP II is the way we are running our business," said Mitch
Pulwer, Global Business Director, LGI. "We have received
tremendous value from MRP II. Successful MRP II implementation was
the first step in our effort to improve customer service through
capital improvement. We have cleaned up our processes and taken
our business to the next level. Solutia is confident that all our
current and planned capital deployment will be very effectively
used, because we have MRP II skills and practices. The LGI team is
making a long- term commitment to our customers and us."

Solutia uses world-class skills in applied chemistry to create
value-added solutions for customers, whose products improve the
lives of consumers every day. Solutia is a world leader in
performance films, producing Saflex(R) and Vanceva(TM) brand
polyvinyl butyral interlayers for laminated glass in automotive,
architectural and residential applications. Solutia is also a
leader in process development and scale-up services for
pharmaceutical fine chemicals; specialties such as water treatment
chemicals, heat transfer fluids and aviation hydraulic fluid and
an integrated family of nylon products including high-performance
polymers and fibers.

On December 17, 2003, Solutia Inc., and 14 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of New York. Solutia's affiliates
outside the United States were not included in the Chapter 11
filing. Additional information on Solutia's Chapter 11
reorganization is available from the Company's Web site at
http://www.Solutia.com/  

Oliver Wight has been both a thought leader and hands-on
practitioner for over 30 years. As a global management consulting
and education firm, they specialize in helping organizations to
work smarter, faster, and better than their competitors. Their
principals are seasoned professionals who have real- world
manufacturing experience. They understand the issues you face
because they've been there. By transferring their hands-on
knowledge to the people at all levels of your organization, you're
able to internalize that knowledge enabling your organization to
achieve a competitive advantage in the marketplace. For more
information, visit http://www.oliverwight.com/


SOLUTIA: Gets Interim Nod to Hire Ordinary Course Professionals
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Beatty approves the Solutia Debtors'
request to employ and pay ordinary course professionals on an
interim basis.  

Judge Beatty will convene a Final Hearing on February 18, 2004 at
11:00 a.m. in Manhattan.  Objections, if any, must be filed and
served by February 11, 2004 at 5:00 p.m. (Solutia Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL GROUP: Wants More Time to Make Lease-Related Decisions
--------------------------------------------------------------
The Spiegel Group Debtors estimate that, as of the Petition Date,
they are parties to 600 unexpired non-residential real property
leases, including lease agreements for office space, retail sale
space, distribution facilities and warehouse and storage
facilities.  An estimated 540 of these leases were for non-
residential real property where the Debtors operated retail
stores.

Throughout the course of their Chapter 11 cases, the Debtors have
engaged in an exhaustive financial review of all their retail
stores and their non-residential property.  

James L. Garrity, Jr., Esq., at Shearman & Sterling LLP, in New
York, notes that the Debtors' consistent focus on rationalizing
their non-residential real property leases demonstrates their
commitment towards maximizing creditor recoveries.  To recall,
within the first months of their Chapter 11 cases, the Debtors
were authorized to close 60 Eddie Bauer stores, 15 Spiegel
catalog stores, and five Newport News outlet stores.  Most
recently, on January 7, 2004, the Court authorized the Debtors to
conduct store closing sales at 29 additional Eddie Bauer stores
and will reject or terminate the leases for the stores.  To date,
the Debtors have closed 109 retail stores and have rejected the
unexpired non-residential real property leases in connection with
these stores.

The Debtors have also taken significant steps to rationalize
their use of leased office space.  The Debtors have already
closed a call center located in Bothell, Washington.  In
addition, pursuant to the Court's order dated November 25, 2003,
Spiegel rejected its headquarters' office lease and entered into
a new lease that resulted in substantial savings to the Debtors'
estates.

Currently, the Debtors are in the process of analyzing the
results of their 2003 holiday sales in light of their business
plan and projections.  Given the importance of this analysis, and
the ongoing discussions with the Creditors Committee regarding
maximizing the creditors' recoveries in these Chapter 11 cases
through a reorganization plan, it is critical that the Debtors
not be required to immediately assume or reject their leases for
non-residential real property.

The Debtors have not had a sufficient opportunity to make final
determinations regarding the assumption or rejection of their
remaining Leases.  Thus, the Debtors ask the Court to extend the
period within which they must assume or reject their unexpired
non-residential real property leases through and including
May 31, 2004.

Given the importance of the Leases to the Debtors' continued
operations, it is impossible for them to make a reasoned and
informed decision as to whether to assume or reject each of the
Leases within the current deadline.  Without an extension, the
Debtors may be forced to assume the Leases prematurely, which
could lead to unnecessary administrative claims against their
estates if the Leases are ultimately rejected.  Conversely, if
the Debtors precipitously reject the Leases or are deemed to
reject the Leases by operation of Section 365(d)(4) of the
Bankruptcy Code, they may forego significant value in such
Leases, resulting in the loss of valuable property interests that
may be essential to their reorganization.

The Debtors assure the Court that they have timely performed
their obligations under their Leases.  Accordingly, the proposed
extension will not prejudice their Lessors. (Spiegel Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


TENET HEALTHCARE: Initiates Major Restructuring of Operations
-------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) announced a major
restructuring of its operations designed to focus its financial
and management resources on 69 acute care hospitals in 13 states
and create a stronger company with enhanced potential for long-
term growth.

To achieve this objective, the company will seek buyers for 27
hospitals, including 19 in California and eight others in
Louisiana, Massachusetts, Missouri and Texas.

Tenet also commented on its expected financial results for the
fourth quarter ended Dec. 31, 2003, and its outlook for 2004.

                       Restructuring

"This restructuring will create a company that has the potential
for much stronger financial performance over the long term," said
Trevor Fetter, president and chief executive officer. "Over the
past three months, we completed a comprehensive review of the
near-term and long-term prospects of each of our hospitals. This
analysis included a recent study of the capital expenditures
required to comply with California's seismic regulations for
hospitals. In addition, over the past year we renegotiated or
renewed contracts representing the vast majority of our managed
care revenues. As a result, we are now able, for the first time,
to assess the realistic potential of all our hospitals without the
distortion caused by the unusually large Medicare outlier payments
that resulted from the company's prior pricing strategy."

Fetter continued, "We have made the strategic decision to
concentrate our efforts on a core group of hospitals in order to
produce tangible benefits in quality and service for the
communities we serve and to create long-term sustainable growth
for our shareholders. We recognized that the growth potential of
our strongest hospitals was at risk because of the growing need to
divert resources to subsidize hospitals that can no longer meet
Tenet's financial objectives."

He added, "Internal and external challenges have severely impacted
the performance of the 19 hospitals we have decided to divest in
California, thus making it impossible for Tenet to justify the
$1.6 billion investment we now estimate these hospitals require to
comply with the state's seismic standards. The 17 California
hospitals we will continue to operate are expected to require less
than $300 million to meet seismic standards, and we will meet that
requirement. We still believe that California is an attractive
market for us because of the state's good growth dynamics and the
strong competitive positions of our 17 core hospitals in
California."

Fetter concluded, "Tenet is committed to investing in order to
improve the quality and market positions of hospitals in the
communities they serve. Where we cannot meet that commitment to a
hospital, the responsible thing to do is to divest it. It's now
clear that recovering from Tenet's prior pricing strategy is a
multi-year process. We will move forward aggressively with
necessary structural changes, and we will continue to pursue
actions that will improve our operating performance, such as
rebuilding our relationships with public and private sector
customers, reducing bad debt expense and further reducing
corporate overhead and non-patient care hospital costs. We are
optimistic about the prospects for our 69 remaining hospitals, and
we will discuss our strategy for reestablishing growth and
improved performance of the restructured company on our quarterly
earnings conference call on March 16."

The company expects the restructuring and the planned disposition
of the 27 facilities to be substantially complete by the end of
2004, and said it will work to ensure a smooth transition for all
the divested facilities with minimum disruptions to patient care.
The company has retained Citigroup Global Markets and Banc of
America Securities as joint advisers to assist with the
divestiture process.

The company expects to receive total net proceeds from the
divestitures of about $600 million, a significant portion of which
is expected to be received in the form of tax benefits from
anticipated losses to be incurred from the potential sale of many
of these hospitals. These tax benefits will be realized to the
extent that the losses can be used to offset future or historic
taxable profits. These benefits are not expected to be realized in
cash until 2005 or later. The tax basis for the facilities to be
divested is approximately $1 billion.

                    California Divestitures

Stephen L. Newman, M.D., chief executive officer of Tenet
California, said, "California will remain our largest market with
approximately $2.5 billion in annual revenue and 17,000 employees.
We've operated in the state for more than 30 years, we know the
health care business in the state, and we believe that the 17
hospitals we are retaining in California have served their
communities well and will continue to do so. Despite the many
challenges of operating here, we believe this restructuring is an
opportunity for us to invest in our core facilities and help meet
California's growing need for health care."

Newman added, "We recognize the importance of the 19 hospitals
being divested to the communities they serve. In the years we have
operated them, we have invested many tens of millions of dollars
to enhance and expand their services. We intend to work
sensitively and cooperatively with medical professionals and
leaders in the communities affected by the divestitures to
minimize any potential disruptions in patient care."

As a group, the 19 California hospitals to be divested had 2003
net operating revenues of approximately $1.8 billion and had an
aggregate operating margin of approximately negative two percent.

The company will divest these hospitals and related operations in
California:

1.  Brotman Medical Center.  Culver City.               420 beds.
2.  Centinela Hospital Medical Center.  Inglewood.      370 beds.
3.  Chapman Medical Center.  Orange.                    114 beds.
4.  Coastal Communities Hospital.  Santa Ana.           178 beds.
5.  Community Hospital of Huntington Park.               81 beds.
6.  Daniel Freeman Marina Hospital.  Marina del Rey.    166 beds.
7.  Daniel Freeman Memorial Hospital.  Inglewood.       358 beds.
8.  Doctors Medical Center - San Pablo.                 232 beds.
9.  Encino-Tarzana Regional Medical Center.
       Encino campus.                                    151 beds.
10.  Encino-Tarzana Regional Medical Center.  
       Tarzana campus.                                   236 beds.
11.  Garfield Medical Center.  Monterey Park.            210 beds.
12.  Greater El Monte Community Hospital.  
       South El Monte.                                   117 beds.
13.  Midway Hospital Medical Center.  Los Angeles.       225 beds.
14.  Mission Hospital of Huntington Park.                109 beds.
15.  Monterey Park Hospital.                             101 beds.
16.  Queen of Angels/Hollywood Presbyterian
       Medical Center.                                   434 beds.
17.  Western Medical Center - Anaheim.                   188 beds.
18.  Western Medical Center - Santa Ana.                 280 beds.
19.  Whittier Medical Center.                            181 beds.

(Tenet intends to notify the West Contra Costa Health Care
District that it is terminating its lease to operate Doctors
Medical Center - San Pablo and will return the facility to the
district on July 31, 2004, in accordance with the six-month
notification provision in its lease. Also, Tenet intends to divest
its 75 percent interest in the joint venture with HCA that owns
the two-campus Encino-Tarzana Regional Medical Center or seek to
sell those two hospitals.)

                 Divestitures Outside California

As part of the restructuring, Tenet intends to divest these eight
hospitals in Louisiana, Massachusetts, Missouri and Texas:

Louisiana:     124-bed Doctors Hospital of Jefferson, Metairie,
               La.; and 154-bed St. Charles General Hospital, New
               Orleans.

Massachusetts: MetroWest Medical Center, 182-bed Leonard Morse
               Campus, Natick, Mass.; MetroWest Medical Center,
               238-bed Union Campus, Framingham, Mass.; 348-bed
               Saint Vincent Hospital, Worcester, Mass.

Missouri:      450-bed Forest Park Hospital, St. Louis; and 203-
               bed St. Alexius Hospital (including its Jefferson
               campus), St. Louis.

Texas:         243-bed Brownsville Medical Center, Brownsville,
               Tex.

The company explained that the four hospitals being divested in
Louisiana and Missouri have produced weak financial results that
Tenet can no longer afford to absorb. The four hospitals being
divested in Massachusetts and Texas are in geographic markets that
the company no longer intends to serve.

As a group, these eight hospitals produced net operating revenues
of approximately $900 million in fiscal year 2003 and were
approximately breakeven in the aggregate on an operating basis.

             Fourth Quarter 2003 and Fiscal 2004

For the fourth quarter ending Dec. 31, 2003, and for the full
fiscal year 2004, Tenet expects earnings per share from continuing
operations to be significantly below the current First Call mean
estimates of $0.11 and $0.50 respectively. In addition, various
charges also are expected to impact reported results.

Tenet is in the process of finalizing its financial reporting for
2003. However, preliminary results indicate that the fourth
quarter was weak. Same store admissions for the quarter increased
approximately 0.7 percent compared to the prior year, after
excluding results of four hospitals for which disposition plans
were previously announced. These are Redding Medical Center,
Medical College of Pennsylvania Hospital, Century City Hospital
and Suburban Medical Center. If the additional 27 hospitals
involved in this restructuring are also excluded, same store
admissions for the quarter increased approximately 1.5 percent.

Declining financial performance for the quarter was driven
primarily by two contributing factors of roughly equal importance:
continued deterioration in bad debt expense (estimated to be more
than 11 percent of net operating revenues in the fourth quarter)
and softness in net operating revenue. The company is implementing
multiple initiatives to address these issues, but it expects these
adverse trends to continue through 2004.

In the fourth quarter the company expects to record impairment
charges of approximately $1.4 billion comprised of two items: (1)
an impairment charge for long-lived assets of approximately $500
million pre-tax, or 67 cents per share after tax, related to the
write-down of hospital assets to their estimated fair market
values, the majority of which is related to the California region;
and (2) a charge for the impairment of goodwill of approximately
$935 million pre-tax, or $1.76 per share after tax, of which
approximately $735 million is related to the California region.

The company anticipates that 26 of the 27 hospitals being divested
will be treated as discontinued operations beginning in the first
quarter of 2004 in accordance with generally accepted accounting
principles (GAAP). The remaining hospital, Doctors Medical Center-
San Pablo, is a lease termination and will be included in
continuing operations until July 31, 2004. Tenet believes it is
prudent to expect that the performance of the hospitals being
divested will suffer additional deterioration during the
divestiture process. Any deterioration is likely to vary from
facility to facility; it is not possible to estimate at this time,
but the earnings impact could be significant.

"Tenet anticipates reporting approximately breakeven earnings from
continuing operations for the full year 2004, before charges,
unusual items and any performance deterioration related to the
restructuring," said Stephen D. Farber, Tenet's chief financial
officer. "There are multiple moving parts that make performance
very hard to predict, the most significant of which are items
impacting revenue and bad debt. The better focus allowed by this
restructuring plan, coupled with progress on key initiatives we
have put in place, should lead to greater visibility on expected
long-term financial performance after 2004."

In addition, preliminary results indicate that the company
generated significant negative operating cash flow in the fourth
quarter of 2003, and it expects to generate negative operating
cash flow in fiscal 2004, after capital expenditures but before
any litigation settlements, outflows related to discontinued
operations or other unusual items. Hospitals being divested are
also expected to have significant negative cash flow during the
sale process.

"The least controllable aspect of cash flow after operating
performance is working capital performance, particularly accounts
receivable from managed care," Farber said. "We currently have
approximately $250 million of managed care receivables in
arbitration or litigation, with a likelihood of more to come. Over
the past year, the company has worked hard to improve its
relationships with managed care providers. However, slow payments
and denials are still a problem with some providers. The new
management team is committed to overcoming issues related to
Tenet's prior pricing strategy, but we will strongly defend our
interests in those cases where we feel our managed care partners
are taking advantage of this situation."

The company added that it currently estimates its capital
expenditures for 2004 at $500 million to $550 million for its 69
core hospitals, including approximately $70 million for the
company's systems standardization and business office
consolidation project. In addition, it has committed approximately
$80 million to complete construction of two new hospitals:
Centennial Hospital in Frisco, Texas, and Saint Francis Bartlett
Hospital near Memphis, Tenn., which are expected to open later
this year. Preliminarily, the company expects total capital
expenditures in 2005 of approximately $400 million to $500
million. Capital expenditures for 2003 were approximately $750
million, excluding approximately $86 million for the construction
of the Centennial and Bartlett facilities.

                           Bad Debt

The company noted that the vast majority of its bad debt relates
to self-pay patients whose revenue, in accordance with generally
accepted accounting principles, is recorded based on hospital
gross charges. Tenet believes its gross charges are on average
higher than its competitors, as a result of the company's prior
pricing strategy. The company would prefer to reduce its gross
charges but is constrained due to the unacceptable impact a
reduction would have on Tenet's net revenue from managed care. A
majority of Tenet's thousands of managed care contracts rely to
various degrees on gross charges in calculating net reimbursement.

Overall, the company believes it receives market-level to somewhat
below market-level net reimbursement from managed care and has
been attempting to modify its managed care contracts to reduce
reliance on gross charges as a benchmark. However, many managed
care payors have been unwilling to accept this change without a
reduction in overall net reimbursement to meaningfully below
market levels, which Tenet cannot accept.

Tenet's ratio of gross charges to net revenue in 2003 was
approximately 4.8. For the 69 core hospitals, the ratio was
approximately 4.5, and for the 27 hospitals to be divested was
approximately 5.7.

"This ratio has the accounting effect of recording a
disproportionate amount of revenue from self-pay patients that is
subsequently written off as uncollectable," Farber said. "To the
extent that this ratio is higher than our competitors, it results
in a higher level of both revenue and bad debt than if a
competitor performed the identical services for the same group of
self-pay patients. Tenet's proposed Compact With Uninsured
Patients, which was submitted to the U.S. Department of Health and
Human Services last April, is designed to address this issue. We
have requested an advisory opinion from the department to permit
the company to charge managed care-style rates to certain self-pay
patients. Until this plan is authorized and implemented, it is
important that this distortion be recognized and adjusted for in
the evaluation of the company's net revenue and bad debt
performance."

                         Liquidity

Tenet is currently in compliance with all covenants under its bank
credit agreement and bond indentures. However, in light of the
expected performance decline in 2004, the company will likely
exceed the leverage ratio covenant governing its $1.2 billion bank
credit agreement during the second or third quarter of 2004.

Tenet currently has approximately $200 million of letters of
credit outstanding under its bank credit agreement, but no cash
borrowings are currently outstanding. The company also has no
significant debt maturities before late 2006. In addition, Tenet
currently has approximately $600 million in unrestricted cash on
hand. The estimated proceeds from the hospital sales from this
restructuring and any tax benefit associated with such sales
should further bolster the company's liquidity, although a
significant portion of the potential proceeds anticipated from tax
deductions are not expected to be realized in cash until 2005.

"Throughout our recent challenges, Tenet's bank group has been
supportive of our efforts to turn around the company," Farber
said. "They understand the underlying value of our core hospitals,
and we expect to work constructively with them in the coming
months to address covenant compliance and any other concerns."

          Cost Efficiencies and Revenue Enhancements

As part of its turnaround strategy, Tenet is aggressively
identifying and implementing further actions to reduce costs and
enhance its operating performance. Among the areas being addressed
are commercial payor contracting, improved procurement
efficiencies, cost standardization, bad debt reduction initiatives
and trimming some of its non-patient care hospital costs. In
addition, this restructuring will enable the company to
significantly reduce overhead at all levels of the company.

Tenet's Commitment to Quality, which it is introducing at all of
its hospitals in 2004, is expected to significantly enhance
patient outcomes and operational effectiveness. Specifically,
Tenet's Commitment to Quality should improve operations in
emergency rooms and operating rooms, while simultaneously
increasing the productivity of the company's caregivers.

                Long-Term Profitability Objectives

Tenet believes this restructuring plan and various initiatives it
has undertaken will ultimately position the company to report
significantly improved margin performance, although it may remain
somewhat below its hospital management peers because of geographic
differences in portfolios. However, the company does not
anticipate that such margin performance will be achievable in 2004
or 2005 because challenges remaining from its prior pricing
strategy will require significant time to work through.

The vast majority of the company's 69 core hospitals are well
positioned to deliver competitive financial performance over the
long term. Within the core portfolio, however, Tenet's
Philadelphia hospitals, with approximately $800 million of annual
revenue after the previously announced closing of Medical College
of Pennsylvania Hospital, operate at only a slightly positive
margin, due to the state's malpractice crisis, higher costs and a
highly consolidated managed care environment. The company believes
there is an opportunity, after this restructuring, to achieve
meaningful improvements in its five remaining Philadelphia
hospitals and will work to achieve that goal.

Tenet expects to file its Form 10-K with the Securities and
Exchange Commission on March 15. The company plans to announce its
fourth quarter results on March 16 and to hold an investor call at
that time. Tenet can be found on the World Wide Web at
http://www.tenethealth.com/  

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


TENET HEALTHCARE: S&P Cuts Credit & Sr. Unsec. Debt Ratings to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on health care service provider
Tenet Healthcare Corp., to 'B+' from 'BB-', after the company
announced its intention to sell a number of low-margin hospitals
and take a $1.4 billion pretax charge. The rating is placed on
CreditWatch with negative implications.

The unsecured bank loan is rated the same as the corporate credit
rating, as bank lenders will fare no better than other unsecured
lenders in the event of default.

Tenet, based in Santa Barbara, California, had about $4.0 billion
of debt as of Sept. 30, 2003.

"The downgrade reflects concern with Tenet's ability to
reconstruct pricing on its managed care business, cash flow
erosion during an asset divestiture process, and the upcoming need
for another bank loan leverage covenant waiver," said Standard &
Poor's credit analyst David Peknay. Liquidity is expected to
weaken as the bank loan size may be reduced if a waiver is
received, and some combination of cash and/or bank debt may be
necessary to meet cash needs over the next year.

Tenet has announced that it intends to sell 27 hospitals that
cumulatively generated poor margins, in addition to the $1.4
billion pretax charge. This highlights the magnitude of the
company's underlying difficulties and the fact that its asset
quality is worse than expected. Although the company believes the
divestiture of these assets will leave a solid core of 69
hospitals, the success of this initiative is uncertain. The
ability of the company to improve its financial performance is
cloudy given the growing magnitude of its problems such as managed
care. Moreover, the company remains burdened with significant
litigation and investigations. With deteriorated cash flow and
weakened liquidity, Tenet now has less ability to absorb adverse
judgments or settlements.

The ratings will again be lowered if Tenet is unable to get a bank
loan waiver, loses access to a liquidity facility, or if Standard
& Poor's is not confident that the company, given its enormous
operating challenges, has the ability to stabilize its business
risk and credit protection measures at a level consistent with the
current rating. Standard & Poor's will review management's
strategy for improving its return on capital and its financial
strength.


TOP GAME & CO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Top Game & Co. Ltd
        dba Naki International
        5101 Commerce Drive
        Baldwin Park, CA 91706

Bankruptcy Case No.: 04-10933

Type of Business: The Debtor is a progressive business-to-
                  business company representing Video Game
                  Accessory lines selling to retailers.

Chapter 11 Petition Date: January 16, 2004

Court: Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Robert S. Altagen, Esq.
                  1111 Corporate Center Drive #201
                  Monterey Park, CA 91754
                  Tel: 323-268-9588

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Johnny Ma                                $1,919,178
c/o David Boros, Esq.
5405 Alton Parkway, suite 5A#222
Irvine, California

Zhejian Tongxiang Foreign Trade            $915,020
12 Building, #2 Industrial Park
Economical Development Zone
Tongxiang City, Zhe Jian, China

Lite-On Enclosure, Inc.                    $788,515
Tang Xia-Yong Ind. Estate
Song-Gang, Baoan Dist.
Shen Zhen, China

Jiaxing WGN                                $444,235
561-567 Qinjian Rd
Jiaxing, Zhanjiang, China

Ching Chi Lin                              $378,000
Maxwell Lin, Esq.
Law offices of Maxwell E. Lin
17870 Castleton Street, Suite 338
City of Industry, CA 91748

TongXiang Hi-Tech Electronics Co.          $260,012
12 Building #2 Industrial Park
economical Development Zone
Tongxiang City, Zhejian
China

Jiaxing Import & Export                    $210,000

Jin Gao Plastic Co.                        $150,800

CCL Video Game                             $112,729

Preferred Bank                             $105,000

Winshin Industries LTD                      $78,000

Xiangliming Electronics Co., LTD            $48,938

Ocean Knight Shipping, Inc.                 $45,870

New Primus Ent. Co., LTD                    $41,191

Spade 2 International                       $39,798

American West Worldwide Express             $36,569

Visa                                        $28,435

Direct Packaging Inc.                       $26,994

Marbo Kam, LTD                              $25,500

Maxwise Production Enterprise LTD           $24,162


TX. C.C. INC: Bankr. Court Confirms First Amended Chapter 11 Plan
-----------------------------------------------------------------
Lone Star Steakhouse & Saloon, Inc. (Nasdaq: STAR) announced that
its First Amended Plan of Reorganization to purchase TX.C.C.,
Inc., and affiliated entities TXCC-Preston and TXLC-Albuquerque
out of bankruptcy has been confirmed by the United States
Bankruptcy Court for the District of Texas, Dallas Division.

The plan will be funded by Lone Star and provides that the
creditors of TXCC will receive cash or Lone Star common stock, at
the option of the creditor.  TXCC presently owns and operates
twenty (20) Texas Land and Cattle Steak House(R) restaurants
located primarily in Texas.

Lone Star's Chief Executive Officer, Jamie B. Coulter, stated, "We
are excited to add Texas Land and Cattle as our newest concept.
Texas Land and Cattle presents strategic growth opportunities and
significantly increases our presence in Texas."

Lone Star owns and operates 249 Lone Star Steakhouse & Saloon
restaurants; 15 Sullivan's Steakhouse restaurants; five Del
Frisco's Double Eagle Steak House restaurants and 20 Texas Land
and Cattle Company restaurants. Licensees operate three domestic
and 13 international Lone Star restaurants, and one domestic Del
Frisco's Double Eagle Steak House restaurant. More information can
be found at http://www.lonestarsteakhouse.com/


UNITED AIRLINES: Retired Flight Attendants Cancel Protest in NY
---------------------------------------------------------------
The protest by retired United Airlines flight attendants,
represented by the Association of Flight Attendants-CWA, AFL-CIO,
outside of the Wings Club Monthly Flyer Luncheon where United CEO
Glenn Tilton was to be the guest speaker has been cancelled, along
with the luncheon.

United management signed a letter of agreement in May 2003 to
ensure that flight attendants retiring before July 1, 2003 would
have access to health care benefits that were less costly and more
comprehensive than those that would be in place for those who
retire after that date.  Based on that agreement, over 2,500
flight attendants retired before the July 1 deadline, only to find
out just six months later that United intends to double cross
them and cut their benefits.

The flight attendants will still be making a major announcement at
Chicago O'Hare Airport on Feb 2.  On that same day, current United
employees and retired flight attendants will also be leafleting
and picketing at airports and public landmarks around the world.  
Specific details about the press conference and local events will
be distributed later this week.

AFA has received hundreds of calls from retirees asking if
anything can be done through the courts to help protect them.  All
say they cannot afford the massive financial hit they will take
after United forces them to pay hundreds of dollars per month of
their already modest pensions just to continue health insurance.  
AFA's leaders are reviewing a number of legal options with the
union's attorneys.

More than 46,000 flight attendants, including the 21,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union.  AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO.  Visit us at
http://www.unitedafa.org/


UPPER ROOM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Upper Room Christian Church
        4925 South Vermont Avenue
        Los Angeles, California 90037-2943

Bankruptcy Case No.: 04-11634

Type of Business: The Debtor owns a church that has different
                  ministries.

Chapter 11 Petition Date: January 26, 2004

Court: Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtors' Counsel: Joseph M. Hoats, Esq.
                  1242 Third Street Promenade 208
                  Santa Monica, CA 90401
                  Tel: 310-451-1200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Maria Gonzales                Trade debt                 $40,000

John Bailey                   Trade debt                 $25,000

Velma Mays                    Trade debt                 $23,000

Konica Business Technologies  Trade debt                 $15,300

Sarita Jones                  Trade debt                 $13,000

George Munoz                  Trade debt                 $10,000

Citicorp Vendor Finace Inc.   Trade debt                  $6,100

Mary Lou Brown Estate         Trade debt                  $6,000

Raymond Green                 Trade debt                  $5,000

Mauell Dennis                 Trade debt                  $5,000

Bea Motoyer Estate            Trade debt                  $5,000

Ona Pegues                    Trade debt                  $5,000

D'Andre Franklin              Trade debt                  $5,000

Alberta Stith                 Trade debt                  $4,000

AT&T                          Trade debt                  $3,980

Allegiance Telephone Co.      Trade debt                  $3,211

Rev. Charles V. Patterson     Trade debt                  $2,000

Donald McClaren               Trade debt                  $1,500

SBC Telephone                 Trade debt                  $1,500

LA-DWP                        Trade debt                  $1,015


W-MC LLC: UST Schedules First Creditors' Meeting for February 2
---------------------------------------------------------------
The United States Trustee will convene a meeting of W-Mc, LLC's
creditors on February 2, 2004, 11:00 a.m., at Suite 3401, 515 Rusk
Avenue, Houston, Texas 77002. 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 Houston, Texas, W-Mc, LLC, filed for chapter 11
protection on January 5, 2004 (Bankr. S.D. Tex. Case No. 04-
30516).  Jack Eaton Withem, Esq., represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $3,830,866 in total assets and
$11,636,269 in total debts.


W.R. GRACE: Court Approves Amendment to ART Loan & DIP Financing
----------------------------------------------------------------
The W.R. Grace Debtors obtained the U.S. Bankruptcy Court's
authority to amend their Credit Agreement with Advanced Refining
Technologies LLC to extend the termination date from March 1,
2005, to March 1, 2006, and increase the credit line under that
Agreement from $11,000,000 to $24,750,000.

The Court also granted the Debtors permission to amend the
restrictive covenants of their DIP Facility so that W. R. Grace &
Co.-Conn. can make loans under the ART Credit Agreement under the
increased credit line.

Under the Debtors' DIP Facility, the Debtors currently are
permitted to lend ART no more than $11,000,000.  The amendment to
the DIP Facility will permit loans to ART of up to $24,750,000.  
The Lenders require a $25,000 fee for the amendment, payable
ratably to those approving the amendment.

                  ART and Its Borrowing Funding

Effective March 1, 2001, Grace-Conn. and Chevron Products
Company, a division of Chevron USA, Inc., formed ART, a Delaware
limited liability company.  ART develops, manufactures and sells
hydroprocessing catalysts, which are used in the petroleum
refining industry for the removal of certain impurities from
petroleum feedstock.  Grace-Conn. owns a 55% interest in ART and
Chevron USA owns a 45% interest.  ART is governed by a Limited
Liability Company Agreement of March 2001 between Grace-Conn. and
Chevron USA.

In connection with the formation of ART, Grace-Conn. and Chevron
Capital Corporation, an affiliate of Chevron USA, signed separate
Credit Agreements with ART under which they provide ART with
$20,000,000 revolving credit in proportion to the ownership of
ART -- $11,000,000 from Grace-Conn. and $9,000,000 from Chevron
Capital.  The current ART Credit Agreements expire on March 1,
2005.  Other than the credit amounts, the two ART Credit
Agreements are substantially identical.

The Operating Agreement provides that loans under the ART Credit
Agreements will be so administered that loans aggregating
$2,000,000 or integral multiples will be lent 55% by Grace-Conn.
and 45% by Chevron Capital.  Whereas, for administrative
convenience, loans in lesser amounts will be made exclusively by
Grace-Conn. until their balance reaches $2,000,000.

                          ART's Funding

Currently, ART is funded in three ways:

       (1) cash from ART's operations;

       (2) extended payment terms for goods and services from
           Grace-Conn. and its subsidiaries, and from Chevron
           USA and its affiliates; and

       (3) Grace's retention of ownership of catalyst inventory
           until ART is ready to ship the inventory to its
           customers.

Grace is currently the primary provider of extended payment terms
to ART because Grace manufactures and sells finished catalyst to
ART for resale to ART's customers.  In addition, Grace provides
ART a greater level of research and development and sales and
administrative services than does Chevron.  As of September 30,
2003, ART's payables to Grace and Chevron totaled $24,200,000, of
which $22,800,000 was owed to Grace and $1,400,000 was owed to
Chevron.  On that same date, Grace held $8,200,000 of inventory
for eventual sale to ART.

The original payment terms at the time of ART's formation were 90
days for the supply of catalyst from Grace to ART, and 90 days
for all services from Grace and Chevron to ART.  Effective on
July 1, 2003, the catalyst supply agreement term was reduced to
60-day payment.  To further reduce the disproportionate financial
burden in Grace, effective on January 1, 2004, ART reduced the
payment term under its catalyst and services agreement with Grace
and Chevron to 30 days from the end of each month.  In addition,
ART bought Grace's remaining hydroprocessing catalyst inventory
on December 31, 2003.  After these changes, ART is expected to
have average month's end payables of $10,500,000 outstanding to
Grace and Chevron for catalyst and services, and Grace will no
longer hold inventory for ART.

To meet the cash requirements resulting from these changes, ART
will need borrowing capacity beyond the $20,000,000 currently
available under the ART Credit Agreements.  After an extensive
financial analysis of the ART business, Grace and Chevron's
management and ART's Executive Committee concluded jointly that
the appropriate revised total borrowing capacity is $45,000,000.  
This analysis looked at the 2004-2006 forecast period and
determined that ART will require a $40,000,000 maximum loan
during the second half of 2004.

While the Debtors believe that the $49,000,000 maximum
requirement reflects the most likely scenario, ART's business is
subject to uncertainty of timing as to shipments to customers.  
Refiners replace fixed-bed catalysts once per year and certain
distillate catalysts even less frequently.  If timing of orders
shifts by even a few months, then ART may be required to hold
inventories longer than expected and, therefore, require a
greater than expected working capital investment.  By providing a
$45,000,00 capacity under the lines of credit, ART will have
available the funds necessary to carry its own finished goods
inventory, and pay its parents on 30-day terms for supplies and
services.  The parties also concluded that, since current
projections indicate a need for parent financing of ART into
2006, and given the uncertainty of shipment timing, the term of
the ART Credit Agreements should be extended to March 1, 2006.
(W.R. Grace Bankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WITTUR INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Wittur, Inc.
        fka Selcom USA, Inc.
        Strother Field Industrial Park
        7702 Fifth Avenue, P.O. Box 987
        Arkansas City, Kansas 67005

Bankruptcy Case No.: 04-10334

Type of Business: The Debtor is an Elevator Components and
                  Entrances Manufacturer.
                  See http://www.wittur.us/

Chapter 11 Petition Date: January 27, 2004

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsels: John M. Thompson, Esq.
                   Crowe & Dunlevy
                   20 North Broadway, Suite 1800
                   Oklahoma City, OK 73102

                         - and -

                   Jon C. Vigano, Esq.
                   William I. Kohn, Esq.
                   Schiff & Hardin LLP
                   6600 Sears Tower
                   Chicago, IL 60606-6473
                   Tel: 312-258-5500

                         - and -

                   Ronald S. Weiss, Esq.
                   Berman, DeLeve, Kuchan & Chapman
                   2230 Commerce Tower Building
                   911 Main Street
                   Kansas City, MO 64106
                   Tel: 816-471-5900

Total Assets: $8,805,850

Total Debts:  $4,789,121

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Metalwest LLC                 Raw Materials             $172,325

Precision Metal Fab Inc.      Raw Materials              $61,598

Winston & Strawn              Legal Fees                 $61,192

Formula Systems North         Raw Materials              $39,400
America

Steel Manufacturing &         Raw Materials              $37,404
Warehouse

Ryerson & Son                 Raw Materials              $28,452

Fastenal Company              Raw Materials              $36,576

MAC Metals Inc.               Raw Materials              $32,452

Sherwin-Williams                                         $30,173

Master Packaging              Raw Materials              $23,788

All-Pro Fasteners, Inc.       Raw Materials              $22,682

Continental Timber Co. Inc.   Raw Materials              $20,693

UQM Electronics               Raw Materials              $17,615

Bax Global                    Freight                    $15,107

SICOR spa Societa Industriale                            $14,119

East Moline Metal Products    Raw Materials              $13,462

Dynasty Metals Inc.           Raw Materials              $11,892

Cintas Corporation            Uniforms: Washing          $11,481
                              Services

TL Jones                      Raw Materials              $10,950

Pioneer Cable Co.             Raw Materials              $10,308


XM SATELLITE: Closes Underwritten Public Offering of 20M Shares
---------------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR), announced the
closing of the underwritten public offering of 20,000,000 shares
of its Class A Common Stock, including 7,000,000 shares offered by
the Company representing new financing, and 13,000,000 shares
offered by certain selling shareholders.  

In addition, one of the selling shareholders granted the
underwriters an option to purchase up to 3,000,000 additional
shares to cover over allotments.  The public offering price was
$26.50 per share.

XM is America's #1 satellite radio service.  With nearly 930,000
subscribers, XM is on pace for 1.2 million subscribers later this
year. Broadcasting live daily from studios in Washington, DC, New
York City and Nashville, Tennessee at the Country Music Hall of
Fame, XM provides its loyal listeners with 101 digital channels of
choice: 70 music channels, more than 35 of them commercial-free,
from hip hop to opera, classical to country, bluegrass to blues;
and 31 channels of premiere sports, talk, comedy, kid's and
entertainment programming.  For more information about XM, visit
http://www.xmradio.com/   

                         *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit ratings on
satellite radio provider XM Satellite Radio Inc., and its parent
company XM Satellite Radio Holdings Inc. (which are analyzed on a
consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


* BOOK REVIEW: Lost Prophets -- An Insider's History
               of the Modern Economists
----------------------------------------------------
Author: Alfred L. Malabre, Jr.
Publisher: Beard Books
Softcover: 256 pages
List Price: $34.95
Review by Henry Berry

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981807/internetbankrupt  

Alfred Malabre's personal perspective on the U.S. economy over the
past four decades is firmly grounded in his experience and
knowledge.  Economics Editor of The Wall Street Journal from 1969
to 1993 and author of its weekly "Outlook" column, Malabre was in
a singular position to follow the U.S. economy in recent decades,
have access to the major academic and political figures
responsible for economic affairs, and get behind the crucial
economic stories of the day.  He brings to this critical overview
of the economy both a lively, often provocative, commentary on the
picture of the turns of the economy.  To this he adds sharp
analysis and cogent explanation.

In general, Malabre does not put much stock in economists. "In
sum, the profession's record in the half century since Keynes and
White sat down at Bretton Woods [after World War II] provokes
dismay."  Following this sour note, he refers to the belief of a
noted fellow economist that the Nobel Prize in this field should
be discontinued.  In doing so, he also points out that the Nobel
for economics was not one originally endowed by Alfred Nobel, but
was one added at a later date funded by the central bank of Sweden
apparently in an effort to give the profession of economists the
prestige and notice of medicine, science, literature and other
Nobel categories.

Malabre's view of economists is widespread, although rarely
expressed in economic circles.  It derives from the plain fact
that modern economists, even hugely influential ones such as John
Meynard Keynes, are wrong as many times as they are right.  Their
economic theories have proved incomplete or shortsighted, if not
basically wrong-headed.  For example, Malabre thinks of the
leading economist Milton Friedman and his "monetarist colleagues"
as "super salespeople, successfully merchandising.an economic
medicine that promised far more than it could deliver" from about
the 1960s through the Reagan years of the 1980s.  But the author
not only cites how the economy has again and again disproved the
theories and exposed the irrelevance of wrong-headedness of the
policy recommendations of the most influential economists of the
day.  Malabre also lays out abundant economic data and describes
contemporary marketplace and social activities to show how the
economy performs almost independently of the best analyses and
ideas of economists.

Malabre does not engage in his critiques of noted economists and
prevailing economic ideas of recent decades as an end in itself.
What emerges in all of his consistent, clear-eyed, unideological
analysis and commentary is his own broad, seasoned view of
economics-namely, the predominance of the business cycle.  He
compares this with human nature, which is after all the substance
of economics often overlooked by professional and academic
economists with their focus on monetary policy, exchange rates,
inflation, and such.  "The business cycle, like human nature, is
here to stay" is the lesson Malabre aims to impart to readers
interested in understanding the fundamental, abiding nature of
economics.  In Lost Prophets, in language that is accessible and
jargon-free, this author, who has observed, written about, and
explained economics from all angles for several decades,
persuasively makes this point.

In addition to holding a top position at The Wall Street Journal,
Malabre is also the author of the books, Understanding the New
Economy and Beyond Our Means, which received the George S. Eccles
Prize from the Columbia Business School as the best economics book
of 1987.

                          *********

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 ***