TCR_Public/040202.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 2, 2004, Vol. 8, No. 22

                          Headlines

ADVANCED MICRO: Fitch Ups Junk Senior Unsecured Debt Rating to B-
AFG PACIFIC: Section 341(a) Meeting Scheduled on February 24
AMERCO: Court Okays Stipulation Clarifying Banc One Claim Issues
AMERICAN AIRLINES: Fitch Expects to Rate Class A Sec. Notes at B
AMF BOWLING: Commences Tender Offer for 13% Notes Due 2008

ANC RENTAL: Seeks to Recover $2.8M Pref. Payments from 85 Vendors
ASTROPOWER: Files Chapter 11 Petition To Facilitate Asset Sale
ASTROPOWER INC: Case Summary & 20 Largest Unsecured Creditors
ATLANTIC COAST: Selects B/E Aerospace to Supply Seating Products
ATLAS AIR: Files for Chapter 11 Reorganization in S.D. of Florida

AURA SYSTEMS: Independent Auditors Air Going Concern Uncertainty
BANC OF AMERICA: Fitch Takes Rating Actions on Series 2004-A Notes
BETHLEHEM STEEL: Court Gives Nod to Adversary Proceeding Protocol
BION ENVIRONMENTAL: Continuing Test Installation of New System
CANBRAS COMMS: Commences Winding-Up and Dissolution Proceedings

CAPITAL CITY: Taps Robert C. LePome's Services as Bankr. Counsel
CASCADES INC: Q4 and Year-End Results Reflect Weaker Performance
CENDANT MORTGAGE: Fitch Rates Class B-4, B-5 Certs. at Low-B Level
CITICORP: Fitch Takes Rating Actions on Series 2004-1 Notes
COLUMBUS MCKINNON: Completes Sale of Positech Division for $2 Mil.

CONE MILLS: WL Ross Pitches Winning Bid for Assets at Auction
CWMBS INC: Fitch Gives Ratings to $249.5MM Series 2004-1 Notes
DONNER SKI RANCH: Voluntary Chapter 11 Case Summary
EATON VANCE: S&P Drops Class A Notes' Rating to Speculative Level
ENRON CORP: Court Gives Go-Signal for 10 Settlement Agreements

EXIDE: Court Okays Blackstone's Continued Retention as Advisor
FEDERAL-MOGUL: Brings-In Seyfarth Shaw as ERISA Special Counsel
FLEMING COS: Reclamation Claimants Seek Appointment of Committee
FREMONT GENERAL: Will Publish Fourth-Quarter Results on Feb. 25
GENERAL MARITIME: Q4 and Year-End Conference Call Set for Feb. 12

GEORGIA-PACIFIC: Selling Certain Assets to Koch for $610 Million
GREAT WESTERN: Asks to Extend Lease Decision Time Through April 10
ICO INC: Reports Strong Results for Fiscal 2004 First Quarter
INFINIA INC: Has Until February 1 to File and Complete Schedules
INLAND MENTAL: Case Summary & 20 Largest Unsecured Creditors

INTEGRATED CONTROL: Case Summary & 20 Largest Unsecured Creditors
INTEGRATED HEALTH: Asks Court to Designate 307 Premier Claims
IT GROUP: Hires Phillips, Goldman & Spence as Special Counsel
JACKSON PRODUCTS: UST Appoints Official Creditors' Committee
JPS IND.: Obtains Waivers for Covenant Breach Under Credit Pact

KAISER ALUMINUM: Outlines Details of Pact with Steelworkers' Union
KAISER ALUMINUM: Alcan Balks at Move to Cancel Supply Agreement
KMART CORP: Obtains Nod to Name Multiple Defendants in Complaint
LUDGATE INSURANCE: Section 304 Petition Summary
MAGELLAN HEALTH: Court Okays Stipulation Settling Docsley Claims

MARINER ENERGY: S&P Places Junk Credit Rating on Watch Positive
MASSEY ENERGY: 4th-Quarter Results In Line with Previous Guidance
MATRIX ENERGY: September Working Capital Deficit Tops $479K
MERRILL LYNCH: S&P Cuts Ratings on Classes F & G Notes to B+/B-
MIRANT CORP: Governmental Claims Bar Date Stretched to February 11

NET PERCEPTIONS: Gets Proposals and Intends to Pursue Liquidation
NORTEL NETWORKS: Fourth-Quarter Results Enter Positive Territory
NORTEL NETWORKS: Annual Shareholders' Meeting Set for April 29
NORTEL NETWORKS: Board Declares Preferred Share Dividends
NORTHWEST: Fitch Assigns B Rating to $300MM Sr. Unsecured Notes

NATIONAL COAL: Must Raise Additional Funds to Maintain Future Ops.
NORTEL NETWORKS: Board Sets Shareholders' Meeting & Record Dates
NORTEL NETWORKS: Declares Preferred Share Series 5 & 7 Dividends
NRG ENERGY: New York Supreme Court Action Allowed to Proceed
PACIFIC GAS: Judge Montali Enters Final Confirmation Order

PARMALAT GROUP: Brazil Unit Pays $9 Million to Dairy Farmers
PINNACLE ENTERTAINMENT: Look for Q4 and FY 2003 Results on Tuesday
QWEST COMMS: Unit Arranges New $750MM Unfunded Revolving Facility
QWEST COMMS: Offering $1.75 Billion Senior Debt Securities
QWEST COMM: Fitch Assigns Junk Rating to New Senior Debt Offering

READER'S DIGEST: S&P Cuts Rating on $500 Million Shelf to BB-
RENT-WAY INC: Completes Exchange Offer for 11-7/8% Sr. Sec. Notes
REVLON INC: Bank Group Agrees to Amend Credit Agreement
SALON MEDIA: Closes First Round of Series C Preferred Financing
SENOR SNACKS INC: Involuntary Chapter 11 Case Summary

SK GLOBAL AMERICA: Vista Employees Move for Declaratory Judgment
SPIEGEL GROUP: Selling Ohio Assets to Industrial Realty for $22MM
STAR ACQUISITION: UST Fixes Section 341(a) Meeting for Feb. 11
STATION CASINOS: Earns Requisite Consents to Amend Note Indenture
STELCO INC: Will Restructure Under CCAA Protection in Canada

STELCO INC: S&P Hatchets Long-Term Credit Rating to Default Level
STELCO: Union Set to Help Achieve "Right Kind of Restructuring"
SUN HEALTHCARE: Intends to Retain SunDance Rehabilitation Business
SWITZER PRODUCTS: Case Summary & 14 Largest Unsecured Creditors
TELETECH HOLDINGS: Enters into Multi-Year Pact with AeroMexico

TENET HEALTHCARE: Dauner Comments on Company's Assets Divestment
TRW AUTOMOTIVE: Fitch Raises Low-B Level Indicative Debt Ratings
UNITED AIRLINES: Wants Section 1114 Retiree Panel Established
UNITED STATIONERS: Year-End 2003 Results Show Marked Improvement
UNIVERSAL HEALTH: Reports Expected 4th-Quarter & FY 2003 Results

VAIL RESORTS: Completes $390M Senior Subordinated Notes Offering
VASP INVESTMENTS: Voluntary Chapter 11 Case Summary
VITAL IMAGING INC: Case Summary & 20 Largest Unsecured Creditors
WHITE BIRCH: S&P Pegs Corporate Credit Rating at B
WIRELESS FRONTIER: Intends to Bring Delinquent SEC Filings Current

* BOND PRICING: For the week of February 2 - 6, 2004

                          *********

ADVANCED MICRO: Fitch Ups Junk Senior Unsecured Debt Rating to B-
-----------------------------------------------------------------
Fitch Ratings has upgraded Advanced Micro Devices, Inc.'s senior
unsecured rating to 'B-' from 'CCC+'. The company's senior secured
debt is affirmed at 'B' and the Rating Outlook is Stable.
Approximately $2.1 billion of debt is affected by Fitch's action.
The ratings action is supported by AMD's improved near-term
liquidity and profitability, successful execution of its
restructuring program, expectations of increased IT hardware
spending in the company's key markets during 2004 and an improved
semiconductor market, and AMD's relatively stable market share in
the PC microprocessor market and leading position in flash memory.
The ratings also consider AMD's significant ongoing R&D and
capital spending requirements, historic operating losses and
volatile cash flow, the expectation that the company will maintain
high levels of debt, and potential gross margin pressure related
to the impact of a greater reliance on flash memory in the sales
mix.

The Stable Outlook is supported by AMD's improved credit
protection measures, the expected diversification benefits as AMD
relies less on PC microprocessors, acceptance of new products in
the marketplace, and proven ability to manage its operations with
limited financial flexibility.

For fiscal 2003 revenues were $3.5 billion, compared to $2.7
billion in 2002, resulting in total growth of 30% (23% before FASL
consolidation). As a result of its ongoing restructuring programs
and modest operating leverage, AMD was able to expand gross and
operating margins, resulting in approximately $800 million of
EBITDA and negative free cash flow of $290 million for fiscal
2003. Fitch expects AMD's improving break-even point, coupled with
a positive demand picture, should drive higher EBITDA and, as a
result, improving credit protection measures in fiscal-year 2004,
while free cash flow should be minimal or slightly negative due to
the company's significant capital expenditure plans. In addition,
AMD continues to hold between 15%-20% share of the microprocessor
market and, through the consolidation of FASL, gained a leading
share of the flash memory market.

Fitch recognizes the highly capital intensive nature of the
company's business which requires that production process
technologies be updated on a continuous basis to remain
competitive with ever smaller feature sizes. Fitch believes that,
despite AMD's onerous capital spending commitments, the company
has sufficient cash balances to maintain a reasonable degree of
financial flexibility over the intermediate term. AMD recently
announced a $700 million term loan (to be drawn in 2006) and $320
million of equity financing related to its new $2.4 billion 300mm
fab in Dresden, Germany, which is expected to begin full-scale
production in 2006.

Fitch also considers the likelihood that, while restructuring
programs have yielded only modest cost savings thus far, volume-
driven leverage, and successful product ramps during 2004 could
offset the expected margin pressures related to an increasing mix
of flash memory products and Intel Corporation's pricing strategy.
Fitch also considers that AMD will increasingly need to develop
R&D partnerships, such as its relationship with IBM, in order to
maintain its competitiveness and manage R&D spending. Nonetheless,
Fitch expects that AMD should be challenged to sustain high levels
of capital and R&D spending beyond the intermediate term without
accessing the capital markets.

AMD's liquidity is supported by $1.3 billion in cash as of Dec.
31, 2003, up from $1 billion at the end of 2002. The company also
has an undrawn $125 million secured revolving credit facility
expiring in July 2007. There is also potential for de-leveraging
in the event $403 million convertible debt securities are
converted into equity (putable at anytime by the holders at a
conversion price of $7.37 per share of AMD common stock). Fitch
believes that AMD's free cash flow could be negative for 2004,
mostly due to the aforementioned capital expenditure program, but
improved profitability should reduce its cash burn rate.

AMD's total debt as of Dec. 31, 2003 was $2.1 billion, up from
$1.9 billion in December 2002. Total debt consists of $500 million
4-3/4% convertible senior debentures due 2022 and putable in 2009
and the $403 million 4-1/2% convertible senior notes due 2007. In
addition, $1.2 billion of total debt consists primarily of the
existing secured Dresden term loan, other secured loans related to
FASL, and capital leases. As of fourth-quarter 2003, approximately
$613 million of the Dresden term loan was outstanding. This loan
is the primary credit facility available for the Dresden, Germany
microprocessor fabrication facility (due from 2004-2006) and is
from a German bank-led consortium and 65% guaranteed by the German
government. As of September 2003, and associated with the Dresden
facility, AMD has taken advantage of $412 million of $477 million
available German government capital investment grants and
essentially all of its $176 million available interest subsidies.
The new undrawn $700 million term loan facility for the next
generation Dresden facility has similar terms and conditions. AMD
has annual debt and capital lease obligations of approximately:
$197 million for 2004, $476 million for 2005, $433 million for
2006, and $439 million for 2007.


AFG PACIFIC: Section 341(a) Meeting Scheduled on February 24
------------------------------------------------------------
The United States Trustee will convene a meeting of AFG Pacific
Properties, Inc.'s creditors on February 24, 2004, 10:00 a.m., at
Suite 3401, 515 Rusk Ave, 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, 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.


AMERCO: Court Okays Stipulation Clarifying Banc One Claim Issues
----------------------------------------------------------------
Banc One Leasing Corporation has asserted a claim against Amerco
arising out of Amerco's guaranties of obligations of U-Haul
Leasing & Sales Company under a Master Equipment Lease Agreement
dated September 10, 1990, together with all amendments,
supplements and schedules.  The Debtors and Banc One agree that
U-Haul is not in monetary default under the Master Lease.

Banc One's Guaranty Claim is a Class 11 claim under the Plan.  
The Plan provides that claims arising from the Amerco/AREC
Guaranty Obligations will be reinstated.  However, the Plan does
not specify how the reinstatement of guaranties under Class 11
will be documented.  To resolve any ambiguity in the Plan, and to
resolve any potential objections of Bank One Leasing to the Plan,
the Debtors and Banc One stipulate and agree that, on the
Effective Date of the Plan, the Amerco Guaranties will be deemed
reinstated by Amerco in the form in which it was executed before
the Amerco Petition Date and that no new or additional documents
need to be executed to effectuate the reinstatement of the Amerco
Guaranties.

Bank One, N.A. asserted a reimbursement claim against Amerco for
$2,240,000.  The Reimbursement Claim is related to a synthetic
lease facility between the Debtors and Citibank, N.A.  In
summary, the Synthetic Lease is designed to finance AREC's
purchase of various properties, or for the construction of
facilities on existing properties; and is treated as secured
financing for purposes of these Chapter 11 cases.  Bank One
issued a letter of credit for $2,240,000 in favor of Citicorp
North America, Inc., at the Debtors' request, to provide
additional credit support for the Debtors' obligations under the
Synthetic Lease.

Under the Letter of Credit, Citicorp may have the right to demand
payment from Bank One in the event the Debtors default under
their obligations under the Synthetic Lease.  The Letter of
Credit expires on October 15, 2004.

On September 21, 1999, the Debtors and Bank One executed a
reimbursement agreement in which the Debtors agreed to reimburse
Bank One in the event that Citicorp demands payment on the Letter
of Credit.  Before the Amerco Petition Date, the Synthetic Lease
was in cross-default.  Citicorp has not made any demand for
payment on the Letter of Credit to date.  

The Debtors and Bank One stipulate and agree that, if the Letter
of Credit is drawn upon, the Reimbursement Claim is a Class 5
general unsecured claim under the Plan.  The Plan provides that
Class 5 general unsecured claims will be paid in full and in
cash.  

Citibank's claim under the Synthetic Lease is a Class 3 claim
under the Plan, for which the Plan provides for three alternative
treatments.  One alternative treatment for Citibank's Class 3
claim is a reinstatement of the Synthetic Lease beyond the
Effective Date.

Bank One has expressed concerns to the Debtors that the Plan does
not specifically require the reinstatement of the Reimbursement
Agreement, and regarding the treatment of the Reimbursement Claim
in the event that Citicorp demands payment on the Letter of
Credit after the Effective Date.  To resolve any ambiguity in the
Plan and to resolve any potential obligation of Bank One to the
Plan, the Debtors and Bank One stipulate and agree that the
Reimbursement Agreement will be deemed reinstated.  Furthermore,
the Debtors and Bank One stipulate and agree that, in the event
Citicorp makes a demand on the Letter of Credit on or after the
Effective Date prior to the expiration of the Letter of Credit:

   -- the Reimbursement Claim will represent a valid,
      prepetition claim of Bank One;

   -- the Debtors will remain obligated to pay the Reimbursement
      Claim as a Class 5 general unsecured claim;

   -- the claim will be paid in accordance with the terms of the
      Reimbursement Agreement; and
  
   -- the payment, when timely received, will constitute full
      and final satisfaction of the Reimbursement Claim.

Except as modified by the Stipulation, the Reimbursement
Agreement is unchanged.

Judge Zive believes that the Stipulation does not alter the Plan
but merely clarifies the Plan provisions.  Accordingly, Judge
Zive approves the Stipulation in all respects. (AMERCO Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


AMERICAN AIRLINES: Fitch Expects to Rate Class A Sec. Notes at B
----------------------------------------------------------------
Fitch Ratings expects to rate American Airlines, Inc. secured
notes due 2009, class A 'BBB-', and class B 'B'. Only the class A
notes are being offered to investors pursuant to the Offering
Memorandum. The class B notes are being purchased by an affiliate
of American Airlines, Inc. (AA) concurrently with the issuance of
the class A notes. The $180.5 million class A and $53.5 million
class B notes are secured directly by a lien on spare parts for
aircraft and engines owned by AA. The notes will be full recourse
obligations of AA.

Fitch's expected rating on the class A notes primarily reflects
AA's credit quality; the value of the spare parts securing the
notes; the availability of Section 1110 of the U.S. Bankruptcy
Code; and the liquidity facilities for the class A notes only,
which provide four successive semi-annual (24 months) interest
payments at the existing fixed interest rate. Fitch's expected
rating on the class B notes primarily reflects AA's credit
quality.


AMF BOWLING: Commences Tender Offer for 13% Notes Due 2008
----------------------------------------------------------
AMF Bowling Worldwide, Inc., commenced a tender offer for all of
its outstanding 13% Notes due 2008 (CUSIP 030985AG0).  The tender
offer will expire at 5:00 p.m., New York City time, on
February 25, 2004, unless extended or terminated.

Under the terms of the tender offer, AMF is offering to purchase
the outstanding notes at a total consideration determined by
reference to a fixed spread of 50 basis points over the yield to
maturity of the reference security, which is the United States
Treasury 1-1/2% Note due February 28, 2005 (CUSIP 91282BAV2), on
the second business day preceding the expiration date of the
offer, plus accrued interest.  The total consideration includes an
amount equal to $30.00 of the principal amount of each note, which
will be paid only for notes tendered at or prior to a "consent
payment deadline," which is expected to be 5:00 p.m., New York
City time, on February 11, 2004, unless extended.

In connection with the tender offer, AMF is also seeking consents
to certain proposed amendments with respect to the notes.  The
purpose of the proposed amendments is to, among other things,
eliminate substantially all of the restrictive covenants.  Holders
who desire to tender their notes must consent to the proposed
amendments and holders may not deliver consents without tendering
the related notes.  The tender offer is conditioned upon, among
other things, the receipt of the requisite consents to adopt such
proposed amendments, as well as obtaining the requisite funding.  
AMF reserves the option to terminate the tender offer at any time
before its expiration date.

The tender offer is being consummated in connection with the
previously announced acquisition of AMF pursuant to a merger by
and among Kingpin Holdings, LLC, Kingpin Merger Sub, Inc., a
wholly owned subsidiary of Kingpin Holdings, LLC and AMF, whereby
Kingpin Merger Sub, Inc. will be merged with and into AMF with AMF
being the surviving corporation.  AMF expects to use funds raised
in connection with the acquisition through the issuance of equity
and debt securities to fund the tender offer.

Merrill Lynch & Co. is acting as dealer manager and solicitation
agent for the tender offer and consent solicitation.  The
information and tender agent is Bondholder Communications Group.

Persons who would like a copy of the Offer to Purchase and Consent
Solicitation Statement or with questions regarding the offer or
procedures for tendering their notes should contact the
information and tender agent at (212) 809-2663 or toll-free at
(888) 385-BOND (888-385-2663), attention Anita Strike.  The Offer
to Purchase and Consent Solicitation Statement is also available
at http://www.bondcom.com/amf/which is the information and tender  
agent's Internet Web site.

                         *     *     *

As previously reported, Standard & Poor's Ratings Services placed
its ratings on AMF Bowling Worldwide, Inc., including its 'B'
long-term corporate credit rating, on CreditWatch with negative
implications.

The Richmond, Virginia-based operator of bowling facilities had
total debt outstanding of $396.1 million at Sept. 28, 2003.

"The CreditWatch listing is based on AMF's announcement that it
has agreed to be acquired by an affiliate of Code Hennessy &
Simmons LLC, a private equity firm, in a deal valued at about $660
million in cash and the assumption of debt," said Standard &
Poor's credit analyst Andy Liu. The transaction is subject to
approval by AMF shareholders and is contingent on Code Hennessy's
ability to obtain financing. The transaction is expected to close
during the first quarter of 2004.

The company's operations are still under pressure from the
declining popularity of bowling. The number of games bowled per
lane per day has been decreasing for several years, and the trend
is unlikely to reverse in the near term. Thus far, the revenue
impact from fewer games bowled has largely been offset with price
increases. However, this is not sustainable. Recent improvements
in key credit measures have been accomplished mainly through cost
reductions and the elimination of some discounting.


ANC RENTAL: Seeks to Recover $2.8M Pref. Payments from 85 Vendors
-----------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates seek to recover
$2,896,117 paid to 85 vendors during the 90-day period before the
Petition Date.  The Debtors assert that the payments were
preferential in nature and are avoidable pursuant to Section
550(a) of the Bankruptcy Code.

The Debtors ask Judge Walrath to:  
  
   -- direct the 85 Vendors to return the money, plus interest
      and costs; and   
  
   -- pursuant to Section 502(d) of the Bankruptcy Code,
      disallow any claim filed by the 85 Vendors against them
      until the Vendors pay in full the amount owed.   
  
The Vendors are:  
  
      Vendors                              Amount of Transfer
      -------                              ------------------
      Henna Chevrolet, Inc.                           $20,537
      Burien Nissan, Inc.                               8,693
      Hi Performance Collision, Inc.                   15,903
      Feld Chevrolet Geo Motors, Inc.                  45,631
      Hiley Mitsubishi Isuzu                            8,032
      Hilton Hotel Corporation                         44,559
      Hodgden Noyes Buick Pontiac GMC, Inc.            22,733
      Hubers GM Parts Center                           13,400
      Hudson Toyota, Inc.                              17,843
      I Won, Inc.                                      16,749
      Color Specialty                                  14,150
      Bestway Transportation USA, Inc.                 14,500
      Colorworld Paint & Body                           8,389
      Carolina Vehicle Wash Systems                     8,678
      Combs Industrial Services, Inc.                  17,289
      Cendant Travel, Inc.                             17,000
      Condor Autobody and Paintshop, Inc.              12,717
      CCAB, Inc.                                       10,911
      Courtesy Chevrolet Cadillac                      10,711
      Courtesy Mitsubishi, Inc.                         9,940
      Carnica, Inc.                                    12,720
      Carefree Inn                                     13,092
      North Central Collision Repair, Inc.             11,405
      Capital One Service, Inc.                        72,383
      C & H Auto Center                                30,354
      Nova Chek Sales and Autobody, Inc.               13,045
      Novaks Collision Center                           9,904
      Oak Park Isuzu                                   34,826
      Mussleman Auto & Truck Repair, Inc.              25,516
      CMP, Inc.                                        14,251
      Movers and Shakers Auto Transport                63,112
      Central Florida Wash Systems, Inc.               19,744
      Morris Oil Products                              10,636
      Champion Security, Inc.                          32,831
      Mobile Auto Windshield Repair                     8,633
      Chantilly Auto Body                              25,501
      Mirak Chevrolet Geo Hyundai, Inc.                75,839
      Minnesota Towing & Auto                           7,994
      Chapman Chevrolet, Inc.                          20,237
      Charleston Mitsubishi                             9,468
      Charlestowne Paint & Body Shop                    8,324
      Million Air Monterey                             19,299
      Chicago Tribune Newspapers, Inc.                 49,702
      Millenium Staffing                                9,306
      Plymouth Mitsubishi                               8,606
      Port 40th Parking Corp.                         219,173
      Portside Truck & Auto Repair                     10,605
      Precision Auto & Body                             8,268
      Precision Collision                               8,117
      Preferred Labor LLC                              14,546
      Pro Body & Frame                                 21,546
      Pro Finishing, Inc.                              10,249
      Professional Auto Body and Paint                 12,687
      Professional Car Cleaning                         7,796
      Professional Office Services, Inc.               10,342
      Putnam Buick, Inc.                              161,867
      Q & M Motors                                     14,200
      Quality Personnal Services                        7,551
      Quealy Towing, Inc.                              31,671
      Qwest Communications International, Inc.         15,497
      R & R Body Shop, Inc.                            10,860
      Rad Energy Corp.                                171,003
      Rebco, Inc.                                      36,527
      Recon Unlimited, Inc.                            15,510
      Reflective Auto Collision                        13,002
      Retired Temps LLC                                11,381
      Rick Hendrick Chevrolet LP                       30,771
      Rick Hendrick Dodge                              10,416
      Right Choice Fulfillment Services, Inc.         138,768
      River Auto Body                                  10,380
      Mike Foulks Autobody, Inc.                       11,882
      Midwest Vehicle Wash Systems                     11,153
      Midway Motors, Inc.                              14,534
      Medina World Class Cars, Inc.                    37,878
      Media Passage Co.                               153,422
      Media Edge                                      573,450
      Chris Mackie Auto Body, Inc.                     11,228
      Chucks Towing, Inc.                              12,493
      Cincinnati Auto Dealers Association              30,760
      City Towing San Francisco                         9,245
      Classic Chevrolet                                24,931
      Clean Net USA, Inc.                              15,310
      Schaefer Collision, Inc.                         16,010
      Clovers Paint & Body                             17,360
      Saxon Fleet Services                              8,637
                                                   ----------
                                                   $2,896,117

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). Brad Eric Scheler, Esq., and
Matthew Gluck, Esq., at Fried, Frank, Harris, Shriver & Jacobson,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$6,497,541,000 in assets and $5,953,612,000 in liabilities. (ANC
Rental Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ASTROPOWER: Files Chapter 11 Petition To Facilitate Asset Sale
--------------------------------------------------------------
AstroPower, Inc. (OTC: APWR.PK) announced that it has reached an
agreement to sell certain of its U.S. business assets to GE
Energy. To facilitate the sale, among other reasons, AstroPower
has filed a petition for reorganization under Chapter 11 of the
Bankruptcy Code in United States Bankruptcy Court in Delaware.

The transaction with GE Energy will be subject to competitive
bidding and Bankruptcy Court approval. If approved, the parties
hope to close some time in the first quarter of 2004. "The
proceeds from the sale will be used to repay some of the Company's
outstanding obligations," noted Carl H. Young III, interim CEO of
AstroPower. "We anticipate that the proceeds will be sufficient to
allow at least a modest return to the Company's unsecured
creditors, although it is unlikely that there will be any return
to the Company's shareholders."

Headquartered in Newark, Delaware, AstroPower manufactures solar
electric power products, and is a leading provider of solar
electric power systems for the mainstream residential market.
AstroPower also develops, manufactures, markets and sells a range
of solar electric power generation products, including solar
cells, modules and panels, as well as its SunChoiceT pre-packaged
systems for the global marketplace.

The acquisition represents a continuation of GE Energy's (formerly
GE Power Systems) strategy of developing a renewable energy
portfolio. GE Energy is one of the world's leading suppliers of
power generation technology, energy services, and management
systems with 2003 revenues of nearly $18.5 billion. GE Energy
provides equipment, service and management solutions across the
power generation, oil and gas, distributed power and energy rental
industries.


ASTROPOWER INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: AstroPower, Inc.
        100 Pencader Drive
        Newark, Delaware 19702

Bankruptcy Case No.: 04-10322

Type of Business: The Debtor produces the world's largest solar
                  electric (photovoltaic) cells and a full line
                  of solar modules. Its fast-growing innovative
                  manufacturing and engineering company, sells
                  modules and panels for generating solar
                  electric power. See http://astropower.com/

Chapter 11 Petition Date: February 1, 2004

Court: District of Delaware

Debtor's Counsel: Derek C. Abbott, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 North Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
McConnell Real Estate, LLC    Debt                    $3,931,600
4001 Kennett Pike, Suite 318
Greenville, DE 19807

Sedona Lake, LLC              Debt                    $2,984,448
4001 Kennett Pike, Suite 318
Greenville, DE 19807

McConnell Real Estate, LLC    Debt                    $2,981,817
4001 Kennett Pike, Suite 318
Greenville, DE 19807

Sumitomo Corporation of       Trade Debt                $776,400
America
91021 Collection Drive
Chicago, IL 60693

NPC America Corporation       Trade Debt                $740,833
175 Washington Avenue
Dumont, NJ 07628

Robert E. Lamb, Inc.          Trade Debt                $616,906
P.O. Box 821
Valley Forge, PA 19142

KPMG, LLP                     Trade Debt                $592,275
1600 Market Street
Philadelphia, PA 19103

Sierratherm Production        Trade Debt                $508,953
Furnaces, Inc.
P.O. Box 515177
Los Angeles, CA 90051-5177

Shell Solar Industries LP     Trade Debt                $469,931
Lockbox #910185
Dallas, TX 75391-0185

ATERSA                        Trade Debt                $329,327
Cami DelBony, 14
46470 Catarroja-Valencial
Spain

Ferro Corporation             Trade Debt                $315,358
P.O. Box 5831
Cleveland, OH 44193

Dupont Microcircuit           Trade Debt                $290,397
Materials
P.O. Box 8500-S3420

ITC Ltd.                      Trade Debt                $279,637
7F Ascend Kanda Bldg.
10-2 Kanda-Tomiya
Chiyoda-ku
Tokyo, Japan 101-0043

Taiwan Semiconductor Mfg.     Trade Debt                $258,762
Co.
121 Park Avenue 3
Science Base Industrial Park
Hsinchu, Taiwan ROC

Soitec SA                     Trade Debt                $214,362

Fujitsu Microelectronics,     Trade Debt                $195,600
Inc.

Phoenix Silicon               Trade Debt                $182,000
International Corp.

Ernst & Young                 Services Debt             $180,857

Intel                         Trade Debt                $175,315

Brenntag Northeast, Inc.      Trade Debt                $172,532


ATLANTIC COAST: Selects B/E Aerospace to Supply Seating Products
----------------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI) selected the
Spectrum(TM) seating products manufactured by B/E Aerospace for
use aboard all Airbus and CRJ aircraft to be flown by Independence
Air-the low-fare airline that will serve Washington Dulles
International Airport and 50 other destinations across the U.S.

The all-leather Spectrum(TM) seats will be installed in the new
Airbus aircraft, and will be the centerpiece of a complete
interior retrofit of all Independence Air CRJs. The new seat was
the clear preference in extensive consumer testing, since it
delivers a one-inch increase in legroom, and greatly improves
overall comfort.

Chairman and Chief Executive Officer Kerry Skeen said, "We are
working to make travel faster, easier and more comfortable on
Independence Air. When it was time to select new aircraft seats we
tested everything on the market, and everyone agreed the Spectrum
seats are the best. In fact, these seats will make the
Independence Air CRJs the most comfortable in the industry."

The Independence Air hub at Washington Dulles will be the largest
low-fare hub in America once implemented. Plans call for starting
with 300 daily departures and quickly growing to over 350 flights
to 50 destinations up and down the East Coast, to Florida, the
Midwest and West Coast. Service will be provided using a fleet of
over 100 jet aircraft.

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.

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. For more information about ACA, visit our website at
http://www.atlanticcoast.com/ For more information about  
Independence Air, visit its "preview" site at http://www.flyi.com/


ATLAS AIR: Files for Chapter 11 Reorganization in S.D. of Florida
-----------------------------------------------------------------
Atlas Air Worldwide Holdings, Inc., the parent company of Atlas
Air, Inc., and Polar Air Cargo, Inc., announced that it, Atlas and
Polar and certain other direct and indirect U.S. subsidiaries have
filed voluntary petitions for protection under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of Florida.

The bankruptcy filing is intended to implement the restructuring
program commenced in March 2003, pursuant to which AAWH has been
successful in obtaining agreements in principle from its major
secured creditors and lessors.

Jeff Erickson, president and chief executive officer of AAWH, said
that during the Chapter 11 case, Atlas and Polar will maintain
their ability to continue their global operations and continue
their long-standing commitment to their customers. "Atlas and
Polar will continue to provide customers with the same experience,
level of service and reliability they have come to expect," he
said.

Chapter 11 permits a company to continue operations in the normal
course while it develops a plan of reorganization to address its
existing debt, capital and cost structures.

AAWH stressed that it is business as usual for the company. To
ensure the continued normal operation of Atlas and Polar, the
company said that it has requested relief from the bankruptcy
court allowing it to, among other things, continue making regular
and timely payments to fuel and other critical and foreign
vendors, service providers and governments, obtain debtor-in-
possession financing and pay employee salaries, wages and benefits
without interruption.

AAWH reported that in conjunction with its filing, it has arranged
commitments for $50 million in debtor-in-possession (DIP) and exit
financing from CIT Group and Ableco Finance LLC, an affiliate of
Cerberus Capital Management, L.P.

Access to the $50 million is subject to certain terms of the
facility that require, among other things, that the company
achieve performance and liquidity milestones under its business
plan. In addition to cash-on-hand, the DIP financing is expected
to provide adequate liquidity to meet the anticipated needs of
AAWH and all of its operating units to continue normal operations
throughout the Chapter 11 process.

Mr. Erickson noted, "Through the Chapter 11 filing we intend to
implement the restructuring efforts which had commenced in March
2003 to respond more effectively to changes in the air cargo
marketplace, reducing operating costs, reducing the size of our
fleet to match demand and reducing our leasing and secured
borrowing costs to better mirror current market conditions. We
have developed a very compelling restructuring plan that will
enable us to successfully emerge as a stronger company with a
competitive cost structure. As a result of our having obtained
agreements in principle with our major secured creditors and
lessors, we hope to emerge from bankruptcy quickly with minimal
disruption to our operations."

AAWH, through its subsidiaries, Atlas and Polar, provides cargo
services throughout the world to major international airlines
pursuant to contractual arrangements with its customers in which
it provides the aircraft, crew, maintenance and insurance. The
company also provides airport-to-airport scheduled air-cargo
service, as well as commercial and military charter service. The
principal markets served are Asia and the Pacific Rim from the
United States and Europe and between South America and the United
States.


AURA SYSTEMS: Independent Auditors Air Going Concern Uncertainty
----------------------------------------------------------------
In connection with the audit of Aura Systems Inc.'s consolidated
financial statements for the year ended February 28, 2003, the
Company received a report from its independent auditors that
includes an explanatory paragraph describing uncertainty as to the
Company's ability to continue as a going concern.  Except as
otherwise disclosed, the condensed consolidated financial
statements have been prepared on the basis that it is a going
concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.

The Company's consolidation and reduction of the scope of its
operations has resulted in several writedowns of assets, which
have occurred over time as the Company determines, based on its
current information, that such asset is impaired.  Further
writedowns may occur and would occur were the Company to cease
operations. The Company continues to experience acute liquidity
challenges.

The Company had cash of approximately $260,000 and $160,000 at
November 30 and February 28, 2003, respectively.  For the nine
months ended November 30, 2003 and the year ended February 28,
2003, the Company incurred a net loss of approximately $7,600,000
and $16,100,000, respectively, on net revenues of approximately
$1,300,000 and $1,100,000, respectively. The Company had working
capital deficiencies at November 30 and February 28, 2003 of
approximately $15,100,000 and $15,600,000, respectively.  These
conditions, combined with the Company's historical operating
losses, raise substantial doubt as to the Company's ability to
continue as a going concern.  At December 31, 2003, the Company
had approximately $150,000 of cash.   

The cash flow generated from the Company's operations to date has
not been sufficient to fund its working capital needs, and the
Company does not expect that operating cash flow will be
sufficient to fund its working capital needs in the remainder of
its current fiscal year, ending February 29, 2004, and its next
fiscal year, ending February 28, 2005. In order to maintain
liquidity, the Company has relied and continues to rely upon
external sources of financing, principally equity financing and
private and bank indebtedness.  The Company has no bank line of
credit.

The Company is seeking to raise additional capital; however, there
can be no assurance that the Company will raise sufficient capital
to fund ongoing operations.  Currently, the Company has no firm
commitments from third parties to provide additional financing and
there can be no assurance that financing will be available at the
times or in the amounts required. The issuance of additional
shares of equity in connection with such financing could dilute
the interests of existing stockholders of the Company and such
dilution could be substantial.  The Company must increase its
authorized shares in order to be able to sell common equity and
intends to propose to stockholders such action as well as a
reverse stock split of its common shares; there can be no
assurance that either such action will be approved. If financing
cannot be arranged in the amounts and at the times required, the
Company will cease operations.

The Company is currently in default on many of its payment
obligations and needs to restructure its existing obligations.  
Management is seeking to raise financing for the Company and to
restructure the Company's obligations but there can be no
assurance that the Company will be successful.


BANC OF AMERICA: Fitch Takes Rating Actions on Series 2004-A Notes
------------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2004-A mortgage
pass-through certificates, classes 1-A-1, 1-A-R, 1-A-LR, 2-A-1
through 2-A-4, and 3-A-1 (senior certificates, $672,456,100) are
rated 'AAA' by Fitch Ratings. In addition, Fitch rates class B-1
($9,350,000) 'AA', class B-2 ($4,155,000) 'A', class B-3
($2,078,000) 'BBB', and class B-4 ($2,077,000) 'BB'. The class B-5
($1,385,000) and class B-6 ($1,039,678) certificates are not rated
by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by the 1.35% class B-1, the 0.60% class B-
2, the 0.30% class B-3, the 0.30% privately offered class B-4, the
0.20% privately offered class B-5, and the 0.15% privately offered
class B-6. The ratings on class B-1, B-2, B-3 and B-4 certificates
reflect each certificate's respective level of subordination.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc. (rated 'RPS1' by Fitch) and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of three groups of adjustable interest
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 1,270 loans and an
aggregate principal balance of $692,540,779. The three loan groups
are cross-collateralized.

Group 1 consists of 3/1 hybrid ARM mortgage loans. After the
initial fixed interest rate period of three years, the interest
rate will adjust annually based on the sum of One-Year LIBOR index
and the gross margin specified in the applicable mortgage note. As
of the cut-off date, January 1, 2004, the group has an aggregate
principal balance of approximately $69,161,098 and a weighted
average remaining term to maturity of 358 months. The weighted
average original loan-to-value ratio (OLTV) for the mortgage loans
is approximately 70.86%. Rate/term and cashout refinances account
for 39.80% and 12.08% of the loans in Group 1, respectively. The
weighted average FICO credit score for the group is 728. Second
home and investor-occupied properties comprise 7.11% and 1.46% of
the loans in Group 1, respectively. The state that represents the
largest geographic concentration is California (67.32%), while all
other states represent less than 5% of the outstanding balance of
the pool.

Group 2 consists of 5/1 hybrid ARM mortgage loans. After the
initial fixed interest rate period of five years, the interest
rate will adjust annually based on the sum of One-Year LIBOR index
and the gross margin specified in the applicable mortgage note.
Approximately 55.63% of Group 2 loans are Net 5 mortgage loans,
which require interest-only payments until the month following the
first adjustment date. As of the cut-off date, the group has an
aggregate principal balance of approximately $581,882,889 and a
weighted average remaining term to maturity of 358 months. The
weighted average OLTV for the mortgage loans is approximately
68.34%. Rate/term and cashout refinances account for 39.87% and
9.78% of the loans in Group 2, respectively. The weighted average
FICO credit score for the group is 738. Second home and investor-
occupied properties comprise 5.45% and 0.64% of the loans in Group
2, respectively. The state that represents the largest geographic
concentration is California (70.71%), while all other states
represent less than 5% of the outstanding balance of the pool.

Group 3 consists of 7/1 hybrid ARM mortgage loans. After the
initial fixed interest rate period of seven years, the interest
rate will adjust annually based on the sum of One-Year LIBOR index
and the gross margin specified in the applicable mortgage note. As
of the cut-off date, the group has an aggregate principal balance
of approximately $41,496,792 as of the cut-off date and a weighted
average remaining term to maturity of 356 months. The weighted
average OLTV for the mortgage loans is approximately 68.87%.
Rate/Term and cashout refinances account for 36.65% and 12.41% of
the loans in Group 3, respectively. The weighted average FICO
credit score for the group is 728. Second home properties comprise
4.84% of the loans and there are no investor-occupied properties
in the group. The states that represent the largest geographic
concentration of mortgaged properties are California (47.44%),
Florida (9.45%), Maryland (7.32%), and Virginia (6.10%). All other
states represent less than 5% of the outstanding balance of the
pool.

Approximately 61.36%, 70.44% and 57.05% of the group 1, 2 and 3
mortgage loans, respectively, were originated under the
Accelerated Processing Programs. Loans in the Accelerated
Processing Programs (which include, among others, the All-Ready
Home and Rate Reduction Refinance programs) are subject to less
stringent documentation requirements.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits. Wells Fargo
Bank, National Association will act as trustee.


BETHLEHEM STEEL: Court Gives Nod to Adversary Proceeding Protocol
-----------------------------------------------------------------
The Bethlehem Steel Corporation Debtors sought and obtained the
Court's permission to establish certain procedures governing all
preference claims and actions asserted under Sections 547 and 550
of the Bankruptcy Code, whether via demand letter or lawsuit,
including:

   (a) establishing procedures under which the Debtors would be   
       permitted to settle Preference Actions, whether or not an
       adversary proceeding has been commenced, without the
       requirement of noticing all creditors or bringing each of
       the proposed settlements before the Court for approval;

   (b) eliminating the requirement of a scheduling conference
       pursuant;

   (c) modifying time limits with respect to certain service and
       filing requirements;

   (d) as of the Effective Date, substituting the Liquidating
       Trustee of the Liquidating Trust as plaintiff in all of
       the then pending Preference Actions, without the need for
       filing any further documentation; and

   (e) as of the Effective Date, substituting as plaintiff's
       counsel the law firm of Kramer Levin Naftalis & Frankel,
       LLP for the law firm of Weil, Gotshal & Manges LLP, with
       respect to certain cases without the need for filing any
       further documentation.

Certain of the procedures apply to the pre-Effective Date period,
while the rest apply to the post-Effective Date period.  The
proposed procedures will substantially aid in the efficient
administration of the Preference Actions for both the Debtors and
the Court, George A. Davis, Esq., at Weil, Gotshal & Manges, LLP,
in New York, says.

A modification of the time restrictions applicable to certain
service and filing requirements was also approved for orderly
prosecution of the Preference Actions.  In particular, extending
the time to:

   (a) serve a summons and complaint from 10 to 20 days from the
       date the summons is issued, and, concomitantly, extending
       the time for the defendant to answer from 30 to 40 days
       from the date the summons is issued;

   (b) file a proof of service from three to 30 days; and

   (c) serve the summons and complaint from 120 to 240 days after
       the date the complaint was filed.

           Prosecution of Preference Actions Procedures

With respect to the prosecution of any Preference Action where an
adversary proceeding has been commenced, the Court approved an
order providing that:

A. Either the Debtors, or the Liquidating Trustee, as the case
   may be, may in their sole discretion, extend the time to take
   any action required under the Bankruptcy Rules, including but
   not limited to, the time to move or answer the complaint and
   no order of the Court is required to effectuate the
   extensions;

B. With respect to any summons not already issued, the time
   limits set forth in Bankruptcy Rule 7004(e) with respect to
   service of the complaint will be increased from 10 days to 20
   days from the date of issuance of the summons and the time for
   answering the complaint will be increased from 30 days to 40
   days from the date of issuance of the summons;

C. The time to file proof of service of the summons and complaint
   in any Preference Action under Local Bankruptcy Rule 9078-1    
   will be extended from three days to 30 days from the date of
   service;

D. The time limit set forth in Rule 4(m) of the Federal Rules of
   Civil Procedure, made applicable by Bankruptcy Rule 7004(a),
   to effectuate service of the summons and complaint in any
   Preference Action, is extended from 120 days to 240 days
   from the date the complaint was filed;

E. Mandatory meeting before scheduling conference/discovery plan,  
   is not applicable in any Preference Action; and

F. No motion may be made without the Court's prior approval,
   which may be sought, on notice, via telephone conference with
   the Court.

                      Settlement Procedures

Specifically with respect to the settlement of any Preference
Action, the Court ordered that:

A. Through the Effective Date, with respect to the settlement of
   any Preference Action where the amount demanded is less than
   $10,000, the Debtors will be authorized to consummate the
   proposed settlement without Court order or giving notice to,
   or receiving consent from, any other party.

B. Through the Effective Date, with respect to the settlement of
   any Preference Action where the amount demanded is greater
   than $10,000 but less than $1,500,000, the Debtors will
   provide 10 days' notice of any proposed settlement by
   overnight mail, fax, or e-mail solely to the Official
   Committee of Unsecured Creditors and the Office of the United
   States Trustee.  If no written objection is received from the
   Committee or the U.S. Trustee within the 10-day period,
   the Debtors will be authorized to consummate the proposed
   settlement without Court order or consent of any other party.  
   In the event the Committee or the U.S. Trustee serves
   a written objection within the requisite time, the Debtors may
   ask the Court to approve the settlement pursuant to Bankruptcy
   Rule 9019 upon limited notice to the Committee, the U.S.
   Trustee and the defendant in that particular Preference
   Action.

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)


BION ENVIRONMENTAL: Continuing Test Installation of New System
--------------------------------------------------------------
On January 12, 2004, Bion Dairy Corporation, Bion Environmental
Technologies' wholly owned subsidiary, released a preliminary
report on Bion's Texas second generation Bion Nutrient Management
System dairy test/demonstration installation.  The report
indicates that the NMS system, based on independent laboratory
data, has converted approximately 95% of the phosphorus in the
dairy installation's waste stream from soluble to particulate form
while reducing the soluble nitrogen in the dairy's effluent to
less than 20% of the initial load of nitrogen.

The Company intends to continue operation of the demonstration NMS
system during this calendar year to allow for third party
validation of the nutrient data (to be completed by Spring 2004)
and anticipate that a module will be added to demonstrate the
nature and quantities of atmospheric emissions from the Bion NMS.  
The Company anticipates that this work will be completed at the
Texas site during Spring/Summer 2004.  During late November/early
December 2003, Dairy made final adjustments to this second
generation NMS (including installation and operation of
appropriate aeration and repair of screening units) on the Devries
Dairy in Texas (which milks approximately 1250 cows).  Dairy
conducted a sampling/testing program over the following month with
all samples evaluated by Midwest Labs, an independent testing
laboratory.  The data in the preliminary report is from this
testing program.

Initial start-up of this NMS installation occurred during July
2003.  The biology of this installation matured during the Fall of
2003 and the installation was then modified to optimize
performance.  The purpose of this installation is to demonstrate
the capacity of Bion's second generation NMS to convert nutrients
from soluble to particulate form so that they can be removed from
the dairy waste stream.  The Company considers the success of this
system at the Devries Dairy in Texas to be extremely important in
demonstrating the effectiveness of the Bion NMS and essential for
the Company's survival and success.

                         *    *    *

                  Going Concern Uncertainty

As reported in Troubled Company Reporter's December 8, 2003
edition, the Company has been suffering from severe financial
difficulties since approximately January of 2003.  These financial
difficulties resulted in the resignation of nearly all of the
Company's officers and directors during February and March of
2003, and the termination of most of its employees.  The Company
has retained a core technical staff, but has drastically curtailed
its business activities to include only those activities that are
directly needed to complete development and testing of the
Company's second generation technology.

The Company's financial difficulties resulted primarily from its
inability to raise additional funds due to contractual anti-
dilution provisions that were contained in the agreements related
to the financing transactions that were completed in January of
2002 which provisions prevented any reasonable financing from
being completed.  When the Company became aware of the negative
implications of these anti-dilution provisions while attempting to
structure a planned financing (which financing attempts ultimately
failed during January 2003), the Company attempted to either find
alternative financing methods which could be reasonably completed
and/or negotiate an amendment to such provisions.  After many
months of negotiations, agreements related to amending such
provisions were entered into during the spring of 2003 and the
provisions were finally amended effective August 27, 2003.

Although the Company was able to complete a small financing
through one of its subsidiaries during August of 2003 (with minor
additional funding during early November 2003) which has allowed
it to continue limited work on its second generation technology,
the Company's operations have been severely damaged during the
past year.  In order to continue with business activities, the
Company has had to structure interim financing on extremely
dilutive terms. The Company still faces a severe working capital
shortage and since it has no revenues will need to obtain
additional capital to satisfy its existing creditors.  There is no
assurance that the Company will be able to obtain the funds that
it needs to stay in business or to successfully develop its
business.

There is substantial doubt about the Company's ability to continue
as a going concern. The Company's consolidated financial
statements do not include any adjustments relating to the
recoverability or classification of asset carrying amounts or the
amounts and classification of liabilities that may result should
the Company be unable to continue as a going concern.

The Company has a stockholders' deficit of $2,789,931, accumulated
deficit of $61,137,170 limited current revenues and substantial
current operating losses. Operations are not currently profitable;
therefore, readers are further cautioned that Bion's continued
existence is uncertain if it is not successful in obtaining
outside funding in an amount sufficient for it to meet its
operating expenses at its current level.


CANBRAS COMMS: Commences Winding-Up and Dissolution Proceedings
---------------------------------------------------------------
Canbras Communications Corp. (NEX.CBC.H) released unaudited
results for the fourth quarter of 2003.

As the Corporation completed the sale of all of its broadband
communications operations on December 24, 2003, the Corporation's
unaudited consolidated statements of earnings for the fourth
quarter of 2003 reflect the activities and financial results of
its broadband communications operations for the full three month
period ended December 31, 2003. Beginning in the first quarter of
2004, Canbras' consolidated statements of earnings will reflect
only the winding up activities of the Corporation and its holding
company subsidiaries.

Pursuant to a purchase and sale agreement entered into in October
2003 with Horizon Cablevision Do Brasil S.A, Canbras sold to
Horizon all of its equity and debt interests in its Brazilian
subsidiary, Canbras Participacoes Ltda., through which Canbras
held substantially all of its interests in its cable television
and related broadband operations in Brazil. Canbras received gross
proceeds of $32.6 million, comprised of $22.168 million in cash
and a one-year promissory note in the original amount of $10.432
million bearing interest at 10%. The amount of the promissory note
is subject to reduction in the event indemnification obligations
of Canbras arise under the terms of the Sale Agreement with
Horizon.

Following the receipt, at a special shareholders' meeting held on
December 17, 2003, of the requisite approvals in respect of the
Sale Transaction and the wind-up and dissolution of the
Corporation, Canbras ceased all business activities other than
those related to the completion of the Sale Transaction and the
winding up process. The winding up process, which Canbras
estimates will be completed by year-end 2005, consists of the
satisfaction of all remaining liabilities and obligations of the
Corporation, the distribution of net proceeds to shareholders,
compliance with reporting obligations under applicable laws and
regulations until the dissolution of the Corporation is completed,
and such other activities as are ancillary to the winding up and
final liquidation of the Corporation. On January 14, 2004,
following the filing by Canbras of a Statement of Intent to
Dissolve, the Corporation was issued by the Director under the
Canada Business Corporations Act a Certificate of Intent to
Dissolve and, upon conclusion of the winding up process, Canbras
intends to apply for a Certificate of Dissolution.

Canbras anticipates that distributions will be made to
shareholders in one or more installments, with the initial
distribution of approximately $13.7 million ($0.25 per share)
estimated to be made during the first half of 2004, and the final
distribution of approximately $14.3 million ($0.26 per share), to
be made in one or more installments after the receipt of the
balance of the purchase price payable by Horizon under the one-
year note and the satisfaction of all remaining liabilities of the
Corporation.

Estimated total proceeds to be distributed to shareholders of
$28.1 million reflect Canbras' net assets as at December 31, 2003
of $29.3 million less estimated net costs of wind-up of $1.2
million and assume no unforeseen claims against the Corporation
will arise. Accounts payable and accrued liabilities of $2.9
million at December 31, 2003 represent the provision for estimated
costs of completing the Sale Transaction. Excess cash held by the
Corporation pending shareholder distributions will be invested in
high grade money market instruments.

At the close business on January 23, 2004, Canbras voluntarily de-
listed its common shares from the Toronto Stock Exchange (TSX),
and on January 26, 2004 Canbras' common shares commenced trading
on the NEX, a new and separate board of the TSX Venture Exchange.

On January 29, 2004, the Board of Directors of Canbras accepted
the resignation of Mr. Renato Ferreira as a director, and as
President and CEO of Canbras. Mr. Louis Tanguay, Chairman of the
Board of Directors of Canbras, stated: "On behalf of the Board and
our shareholders, I would like to thank Mr. Ferreira and to
recognize his hard work, dedication and tremendous contributions
to the Canbras Group during his tenure as our CEO for the past
several years. Through his efforts and leadership, Canbras was
able to conclude a successful sale of its operations to Horizon,
an experienced cable operator in Brazil, and we are confident that
Canbras' operations will continue to provide best-in-class
services to its customers under its new ownership."

Below is a summary of operating results of the Canbras Group for
the fourth quarter of 2003 and the year ended December 31, 2003.

         Fourth Quarter 2003 versus Fourth Quarter 2002

Revenue for the three months ended December 31, 2003 was $16.4
million, an increase of 25% over the fourth quarter of 2002. The
increase was primarily a result of price increases and a 6%
appreciation of the average translation rate of Brazilian reais
into Canadian dollars relative to the fourth quarter of 2002. In
Brazilian reais, revenue for the fourth quarter of 2003 increased
by approximately 18% over the fourth quarter of 2002

EBITDA (earnings before interest, taxes, depreciation,
amortization and foreign exchange) for the three months ended
December 31, 2003 reached $6.7 million, up from $4.0 million a
year ago. This increase was a result of higher revenues, partially
offset by higher cost of sale due to programming rebates received
during the fourth quarter of 2002.

The net loss for the quarter ended December 31, 2003 was $50.6
million, compared to a net loss of $3.6 million for the same
period the previous year. The higher net loss is primarily
attributable to the loss on investments in the amount of $56.1
million consisting of a loss on net long-lived assets sold of $
5.6 million and a charge of $50.5 million reflecting foreign
exchange losses previously included in the foreign currency
translation adjustment account in the shareholders' equity section
of the balance sheet.

   Year-to-Date December 2003 versus Year-to Date December 2002

Revenue for the twelve months ended December 31, 2003 was $61.7
million virtually unchanged from the same period of the previous
year. Significant price increases implemented throughout 2003
together with modest subscriber growth were offset by a 22%
devaluation of the average translation rate of Brazilian reais
into Canadian dollars relative to the twelve months period ended
December 31, 2002. In Brazilian reais, revenue for the twelve
months ended December 31, 2003 increased by more than 20% over the
same period of 2002.

EBITDA for the twelve months ended December 31, 2003 reached $20.6
million, up from $12.4 million a year ago. This increase was the
result of lower operating expenses and cost of service mainly due
to the weaker foreign exchange translation rate of the Brazilian
real.

The net loss for the year ended December 31, 2003 was $89.2
million, compared to a net loss of $10.0 million for the same
period the previous year. The higher net loss is primarily
attributable to the loss on investments in the amount of $99.0
million consisting of the $42.9 million write-down of the carrying
value of long-lived assets recorded in the third quarter of 2003,
which also includes a provision for estimated cost of disposal, a
loss on net long-lived assets sold of $ 5.6 million recorded in
the fourth quarter of 2003 and a charge of $50.5 million
reflecting foreign exchange losses previously included in the
foreign currency translation adjustment account in the
shareholders' equity section of the balance sheet recorded in the
fourth quarter of 2003. The increased net loss was partially
offset by lower depreciation and amortization expenses primarily
as a result of the change in the functional currency of the
Corporation's Brazilian subsidiaries and the increased EBITDA.

At September 30, 2003, Canbras' balance sheet shows a working
capital deficit of about CDN$7 million, while net capitalization
dwindled to about CDN$29 million from about CDN$118 million nine
months ago.

Canbras, through the Canbras Group of companies, is a leading
broadband communications services provider in Brazil, offering
cable television, high speed Internet access and data transmission
services in Greater Sao Paulo and surrounding areas, and cable TV
services in the State of Paran . Canbras Communications Corp.'s
common shares are listed on the Toronto Stock Exchange under the
trading symbol CBC. Visit its Web site at http://www.canbras.ca/


CAPITAL CITY: Taps Robert C. LePome's Services as Bankr. Counsel
----------------------------------------------------------------
Capital City Enterprises, Inc., and its debtor-affiliates are
asking permission from the U.S. Bankruptcy Court for the District
of Nevada to employ Robert C. LePome, Esq., as Counsel.

The Debtors expect Mr. LePome and his associates to:

     a) institute, prosecute or defend any lawsuits, adversary
        proceedings or contested matters arising out of this
        bankruptcy proceeding in which the Debtors may be a
        party;

     b) assist in recovery and obtain necessary Court approval
        for recovery and liquidation of estate assets, and to
        assist in protecting and preserving the same where
        necessary;

     c) assist in determining the priorities and status of
        claims and in filing objections where necessary;

     d) assist in preparation of a disclosure statement and
        plan;

     e) apply for the employment of professionals that may
        become necessary; and

     f) advise the Debtors and perform all other legal services
        for the Debtors which may be or become necessary in this
        bankruptcy proceeding.

The current hourly rates charged by professionals in this
retention are:

          attorneys        $350 per hour
          associates       $150 per hour
          law clerks       $75 per hour

Headquartered in Las Vegas, Nevada, Capital City Enterprises,
Inc., filed for chapter 11 protection on January 15, 2004 (Bankr.
Nev. Case No. 04-10433).   Robert C. Lepome, Esq., represents the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed $28,459,620 in total
assets and $17,004,000 in total debts.


CASCADES INC: Q4 and Year-End Results Reflect Weaker Performance
----------------------------------------------------------------
Cascades Inc., (Symbol: CAS-TSX) reports net earnings of $55
million ($0.66 per share) for the year ended December 31, 2003
compared to an amount of $169 million ($2.07 per share) for the
year 2002.

                          Highlights

     -  The rapid appreciation of the Canadian dollar continues to
        impact sales and earnings;

     -  Results of Dopaco, a North-American leader in packaging
        for the quick service restaurant industry consolidated at
        50% as of October 1, 2003; and

     -  Cascades increased at the end of December 2003 its stake
        in Scierie P.H. Lemay Ltd. to 100%, further insuring its
        chip supply to its Jonquiere mills.

                         For the quarters         For the year
                        ended December 31       ended December 31
                        2003       2002         2003       2002
                        ----       ----         ----       ----
Net sales              $782 M     $843 M     $3,227 M   $3,375 M
Operating income
before depreciation    $49 M     $100 M       $250 M     $424 M
Net earnings             $6 M      $40 M        $55 M     $169 M
per share              $0.07      $0.49        $0.66      $2.07

The loss related to unusual items amounts to $19 million net of
income taxes ($0.23 per share) for the year ended December 31,
2003 compared to a gain of $17 million net of income taxes ($0.20
per share) for the year ended December 31, 2002. The unusual items
for 2003 principally consist of the costs related to the
prepayment of long-term debt. Net earnings for the year ended
December 31, 2003 include a foreign exchange gain on U.S.
denominated debts of $63 million net of income taxes ($0.77 per
share).

Net sales for the year ended December 31, 2003 amounted to $3,227
million compared to $3,375 million in 2002 or a 4.4% decrease.
Operating income before depreciation amounted to $250 million for
the year compared to $424 million in 2002 or a 41% decrease.

Net earnings for the fourth quarter ended December 31, 2003
amounted to $6 million ($0.07 per share) compared to net earnings
of $40 million ($0.49 per share) for the same period in 2002. The
fourth quarter net earnings include a foreign exchange gain from
U.S. denominated debts of $15 million net of income taxes ($0.18
per share).

Net sales decreased by 7.2% during the fourth quarter of 2003,
amounting to $782 million compared to $843 million for the same
period last year. Operating income before depreciation amounted to
$49 million for the period, compared to $100 million a year
earlier, representing a 51% decrease.

Commenting on the results, Mr. Alain Lemaire, President and Chief
Executive Officer stated: "This last quarter was pretty much a
reflection of the past year as market conditions remained
difficult in the majority of our operating sectors. The rapid
appreciation of the Canadian dollar has created a very challenging
environment in which flexibility and adaptability will be key
elements of success. As they have in the past, we believe our
unique management approach and our decentralized structure will
allow us to quickly live up to these challenges. We will continue
to focus on cost control using to our advantage our product and
market diversification."

                  Dividend on Common Shares

The Board of Cascades declared a quarterly dividend of $0.04 per
share to be paid on March 17, 2004 to shareholders of record at
the close of business on March 3, 2004.

Cascades Inc., (S&P, BB+, LT Corporate Credit Rating) is a leader
in the manufacturing of packaging products, tissue paper and
specialized fine papers. Internationally, Cascades employs 14,000
people and operates close to 150 modern and versatile operating
units located in Canada, the United States, France, England,
Germany and Sweden. Cascades recycles more than two million tons
of paper and board annually, supplying the majority of its fiber
requirements. Cascades' common shares are traded on the Toronto
Stock Exchange under the ticker symbol CAS.


CENDANT MORTGAGE: Fitch Rates Class B-4, B-5 Certs. at Low-B Level
------------------------------------------------------------------
Cendant Mortgage Capital LLC's mortgage pass-through certificates,
series 2004-1, are rated by Fitch Ratings as follows:

     -- $136.4 million classes A-1 through A-8, P, X, and R senior
             certificates 'AAA';
     -- $6.8 million class B-1 certificates 'AA';
     -- $798,257 class B-2 certificates 'A';
     -- $362,844 class B-3 certificates 'BBB';
     -- $290,275 privately offered class B-4 certificates 'BB';
     -- $217,706 privately offered class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 6%
subordination provided by the 4.70% class B-1, 0.55% class B-2,
0.25% class B-3, 0.20% privately offered class B-4, 0.15%
privately offered class B-5 and 0.15% privately offered class B-6
(not rated by Fitch). Fitch believes the above credit enhancement
will be adequate to support mortgagor defaults as well as
bankruptcy, fraud and special hazard losses in limited amounts. In
addition, the ratings also reflect the quality of the underlying
mortgage collateral, strength of the legal and financial
structures and the servicing capabilities of Cendant Mortgage
Corporation (rated 'RPS1' by Fitch).

The certificates represent ownership in a trust fund, which
consists primarily of 303 one-to-four-family conventional,
primarily 30-year fixed-rate mortgage loans secured by first liens
on residential mortgage properties. As of the cut-off date
(Jan. 1, 2004), the mortgage pool has an aggregate principal
balance of approximately $145,137,632, a weighted average original
loan-to-value ratio of 69.91%, a weighted average coupon of
6.041%, a weighted average remaining term of 358 months and an
average balance of $479,002. The loans are primarily located in
California (19.27%), New York (18.78%) and New Jersey (10.30%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

All of the mortgage loans were either originated or acquired in
accordance with the underwriting guidelines established by Cendant
Mortgage Corporation. Any mortgage loan with an OLTV in excess of
80% is required to have a primary mortgage insurance policy.
Approximately 0.14% of the mortgage loans are pledged asset loans.
These loans, also referred to as 'Additional Collateral Loans',
are secured by a security interest, normally in securities owned
by the borrower, which generally does not exceed 30% of the loan
amount. Ambac Assurance Corporation provides a limited purpose
surety bond, which guarantees that the Trust receives certain
shortfalls and proceeds realized from the liquidation of the
additional collateral, up to 30% of the original principal amount
of that Additional Collateral Loan.

Citibank N.A. will serve as trustee. For federal income tax
purposes, an election will be made to treat the trust fund as a
real estate mortgage investment conduit.


CITICORP: Fitch Takes Rating Actions on Series 2004-1 Notes
-----------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s REMIC Pass-Through
Certificates, Series 2004-1 class IA-1, IA-2, IA-3, IA-3A, IA-3B,
IA-4, IA-4A, IA-PO, IIA-1, IIA-2, IIA-PO, IIIA-1, IIIA-PO, IA-IO,
IIA-IO, and IIIA-IO ($606.4 million) is rated 'AAA' by Fitch. In
addition, class B-1 ($6.5 million) is rated 'AA', class B-2 ($2.5
million) is rated 'A', class B-3 ($1.5 million) is rated 'BBB',
class B-4 ($929,000) is rated 'BB' and class B-5 ($620,000) is
rated 'B'.

The 'AAA' rating on the senior certificates reflects the 2.10%
subordination provided by the 1.05% class B-1, the 0.40% class B-
2, the 0.25% class B-3, the 0.15% privately offered class B-4, the
0.10% privately offered class B-5, and the 0.15% privately offered
class B-6. In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities (rated
'RPS1' by Fitch) as primary servicer.

The mortgage loans have been divided into three pools of mortgage
loans. Pool I, with an unpaid aggregate principal balance of
$174,176,278, consists of 377 recently originated, 20-30 year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (40.82%)
and New York (25.37%). The weighted average current loan to value
ratio of the mortgage loans is 63.76%. Condo properties account
for 2.51% of the total pool and co-ops account for 8.69%. Cash-out
refinance loans represent 15.39% of the pool and investor
properties represent 0.24% of the pool. The average balance of the
mortgage loans in the pool is approximately $462,006. The weighted
average coupon of the loans is 6.22% and the weighted average
remaining term is 356 months.

Pool II, with an unpaid aggregate principal balance of
$123,011,517, consists of 255 recently originated, 10-15 year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (32.48%)
and New York (23.88%). The weighted average current loan to value
ratio of the mortgage loans is 53.61%. Condo properties account
for 4.60% of the total pool and co-ops account for 6.50%. Cash-out
refinance loans represent 16.39% of the pool and there are no
investor properties. The average balance of the mortgage loans in
the pool is approximately $482,398. The weighted average coupon of
the loans is 5.77% and the weighted average remaining term is 177
months.

Pool III, with an unpaid aggregate principal balance of
$71,568,156, consists of 159 recently originated, 30 year fixed-
rate relocation mortgage loans secured by one- to four-family
residential properties located primarily in New Jersey (21.40%)
and California (13.73%). The weighted average current loan to
value ratio of the mortgage loans is 74.71%. Condo properties
account for 9.50% of the total pool and co-ops account for 1.37%.
The average balance of the mortgage loans in the pool is
approximately $450,114. The weighted average coupon of the loans
is 5.74% and the weighted average remaining term is 357 months.

None of the mortgage loans originated in the state of Georgia are
high cost or are governed under the Georgia Fair Lending Act
(GFLA).

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI. A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates. U.S.
Bank National Association will serve as trustee. For federal
income tax purposes, a real estate mortgage investment conduit
election will be made with respect to the trust fund.


COLUMBUS MCKINNON: Completes Sale of Positech Division for $2 Mil.
------------------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO) announced the sale of
its Positech division, a leading manufacturer of industrial
manipulators and positioning products, to a management group led
by Peter Hong, current President of Positech, for $2.0 million in
cash. The proceeds of sale will be applied to debt reduction.

For the 12 months ended December 29, 2003, Positech contributed
sales of $5.3 million to Columbus McKinnon's consolidated net
sales of $442.2 million and negative operating income of ($0.6)
million.  Columbus McKinnon will record a pre-tax charge of $2.3
million as a loss on the sale of Positech in its fiscal 2004
fourth quarter which will end on March 31, 2004.

Timothy T. Tevens, Columbus McKinnon President and Chief Executive
Officer commented, "As a manufacturer of highly engineered
products with specialized applications, Positech is a solutions-
type business and we are focusing our energies and resources on
our material handling products business which makes up over 85% of
Columbus McKinnon's sales. This divestiture is consistent with
our previously announced plan to evaluate the sale of some less
synergistic businesses to focus on our core products business and
to generate cash for further debt reduction.  We continue to
evaluate the sale of additional businesses and surplus properties
and will report on these sales as they occur."

Positech is based in Laurens, Iowa. The new management group will
operate the facility as American Handling Systems, Inc. and
Positech's 64 employees will become employees of the new company,
which will continue to operate in its Laurens, Iowa facility.

Fleet M&A Advisors acted as financial advisor to Columbus McKinnon
on the divestiture.

Columbus McKinnon (S&P, B Corporate Credit and CCC+ Subordinated
Debt Ratings, Negative) is a leading designer and manufacturer of
material handling products, systems and services which efficiently
and ergonomically move, lift, position or secure material. Key
products include hoists, cranes, chain and forged attachments. The
Company is focused on commercial and industrial applications that
require the safety and quality provided by its superior design and
engineering know-how.  Comprehensive information on Columbus
McKinnon is available on its web site at http://www.cmworks.com/    


CONE MILLS: WL Ross Pitches Winning Bid for Assets at Auction
-------------------------------------------------------------
Cone Mills Corporation announced that the deadline for bids in the
court-approved auction process has passed and that WLRoss & Co.
has entered the highest and best bid. The sale hearing is
scheduled for February 9 in the Delaware Bankruptcy Court to
approve the sale to WLRoss & Co.

Founded in 1891, Cone Mills Corporation, headquartered in
Greensboro, NC, is the world's largest producer of denim fabrics
and one of the largest commission printers of home furnishings
fabrics in North America. Manufacturing facilities are located in
North Carolina and South Carolina, with a joint venture plant in
Coahuila Mexico. Visit http://www.cone.com/for more information.


CWMBS INC: Fitch Gives Ratings to $249.5MM Series 2004-1 Notes
--------------------------------------------------------------
CWMBS, Inc.'s Mortgage Pass-Through Certificates, CHL Mortgage
Pass-Through Trust 2004-1 classes A-1 through A-15, PO and A-R
(senior certificates, $242,371,993) are rated 'AAA' by Fitch. In
addition, class M ($3,875,000) is rated 'AA', class B-1
($1,500,000) is rated 'A', class B-2 ($875,000) is rated 'BBB',
the privately offered class B-3 ($500,000) is rated 'BB', and the
privately offered class B-4 ($375,000) is rated 'B'.

The 'AAA' rating on the senior certificates reflects the 3.05%
subordination provided by the 1.55% class M, the 0.60% class B-1,
the 0.35% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4, and the 0.20% privately offered
class B-5 (not rated by Fitch). Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
also reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the master
servicing capabilities of Countrywide Home Loans Servicing LP
(Countrywide Servicing) - rated 'RMS2+' by Fitch, a direct wholly
owned subsidiary of Countrywide Home Loans, Inc. (CHL).

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 30-year fixed-rate mortgage loans,
secured by first liens on one-to four- family residential
properties. As of the closing date (January 29, 2004), the
mortgage pool demonstrates an approximate weighted-average loan-
to-value ratio (OLTV) of 74.34%. Approximately 57.54% of the loans
were originated under a reduced documentation program. Cash-out
refinance loans represent 10.40% of the mortgage pool and second
homes 5.57%. The average loan balance is $498,003. The weighted
average FICO credit score is approximately 736. The three states
that represent the largest portion of mortgage loans are
California (49.99%), New York (7.21%) and New Jersey (4.57%). The
deal is 100% funded as of the closing date (January 29, 2004).

Approximately 95.61% and 4.39% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively. Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit.


DONNER SKI RANCH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Donner Ski Ranch Inc.
        P.O. Box 66
        Norden, California 95724-0066

Bankruptcy Case No.: 04-20693

Type of Business: The Debtor owns a ski resort with 400 skiable
                  acres, 5 double and 1 triple chairlifts, Slope
                  side lodging at the Summit House with ski-in
                  and ski-out available, as well as services
                  like cross country skiing, ice skating,
                  additional restaurants, movies and others.

Chapter 11 Petition Date: January 23, 2004

Court: Eastern District Of California (Sacramento)

Judge: Jane Dickson McKeag

Debtor's Counsel: James F. Bunnell, II, Esq.
                  130 Martindale Lane
                  Auburn, CA 95603
                  Tel: 530-888-0682

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

Estimated Debts:  $1 Million to $10 Million


EATON VANCE: S&P Drops Class A Notes' Rating to Speculative Level
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A notes issued by Eaton Vance CDO II Ltd., a high-yield arbitrage
CBO transaction managed by Eaton Vance Management Co., and removed
it from CreditWatch negative, were it was placed Jan. 9, 2004.

The lowered rating reflects factors that have negatively affected
the credit enhancement available to support the class A notes.
These factors include par loss of the collateral pool securing the
rated notes, the downward migration in the credit quality of the
assets within the collateral pool, and a deterioration in the
weighted average coupon generated by the performing assets within
the collateral pool.

Standard & Poor's has reviewed the current cash flow runs
generated for Eaton Vance CDO II Ltd. to determine the future
defaults the transaction can withstand under various stressed
default timing scenarios, while still paying all of the rated
interest and principal due on the class A notes. Upon comparing
the results of these cash flow runs with the projected default
performance of the current collateral pool, Standard & Poor's
determined that the rating previously assigned to the class A
notes was no longer consistent with the credit enhancement
currently available, resulting in the lowered rating. Standard &
Poor's will continue to monitor the performance of the transaction
to ensure the rating assigned to the class A notes remain
consistent with the credit enhancement available.
   
    RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                Eaton Vance CDO II Ltd.
                        Rating
        Class       To          From
        A           BB-         BBB-/Watch Neg
           
        TRANSACTION INFORMATION
        Issuer:            Eaton Vance CDO II Ltd.
        Co-issuer:         Eaton Vance CDO II LLC
        Current manager:   Eaton Vance Management Co.

                   June 2000 to present
        Underwriter:       Credit Suisse First Boston
        Trustee:           JPMorganChase Bank
        Transaction type:  High-yield arbitrage CBO
           
        TRANCHE INFORMATION    INITIAL     LAST         CURRENT
                               REPORT      ACTION       ACTION
        Date (MM/YYYY)         09/2000     08/2002      01/2004
        Class A notes rating   AAA         BBB-         BB-
        Class A note bal.      $286.600mm  $263.228mm   $189.177mm
        Class A OC ratio       143.83%     103.99%      100.34%
        Class A OC ratio min.  131.57%     131.57%      131.57%
    
        PORTFOLIO BENCHMARKS                       CURRENT
        S&P Wtd. Avg. Rtg. (excl. defaulted)       B+
        S&P Default Measure (excl. defaulted)      3.90%
        S&P Variability Measure (excl. defaulted)  2.52%
        S&P Correlation Measure (excl. defaulted)  1.13
        Wtd. Avg. Coupon (excl. defaulted)         10.41%
        Wtd. Avg. Spread (excl. defaulted)         3.02%
        Oblig. Rtd. 'BBB-' and above               4.63%
        Oblig. Rtd. 'BB-' and above                29.50%
        Oblig. Rtd. 'B-' and above                 84.01%
        Oblig. Rtd. in 'CCC' range                 4.31%
        Oblig. Rtd. 'CC', 'SD' or 'D'              11.68%
        Obligors on Watch Neg. (excl. defaulted)   4.85%
    
        S&P RATED OC (ROC) PRIOR TO ACTION          CURRENT
        Class A notes      95.77% (BBB-/Watch Neg)  100.59% (BB-)


ENRON CORP: Court Gives Go-Signal for 10 Settlement Agreements
--------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, the Enron Corporation Debtors sought and obtained Court
approval of 10 settlement agreements they entered into separately
with:

   -- Bocimar NV;

   -- StorageNetworks, Inc.;

   -- Molded Fiber Glass Companies;

   -- American Express Company;

   -- the GGP Entities are comprised of GGP Limited Partnership,
      General Growth Management, Inc., GGP/Homart, Inc., GGP
      Homart II LLC, GGP Ivanhoe, Inc., GGP Ivanhoe III, Inc.,
      Town East Mall Partnership and Dayjay Associates;

   -- Lucent Technologies, Inc.;

   -- the Hub Entities are comprised of Hub Group, Inc., Hub
      Group North Central LLC, Hub Group Pittsburgh LLC and Hub
      Group Boston LLC;

   -- Blue Moon Holdings LLC and Oneok Bushton Processing, Inc.;

   -- Streamline Shippers Association, Inc.; and

   -- Luster Kommune.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, relates that:

   (a) Enron Capital and Trade Resources International Corp.
       and Bocimar were parties to certain prepetition
       financial sea freight swap transactions.  Although the
       Agreements have expired, there remain certain amounts
       outstanding with respect to the Agreements;

   (b) Enron Broadband Service, LP and StorageNetworks were
       parties to a certain prepetition Master Services Agreement
       dated as of November 15, 2000.  >From time to time, EBS
       and StorageNetworks also entered into various
       transactions.  EBS and StorageNetworks assert various
       claims against each other relating to the Contract, which
       both parties dispute;

   (c) Enron Energy Services Operations, Inc., and Molded Fiber
       were parties to two agreements pursuant to which EESO
       provided, inter alia, power, gas and bill payment
       services to Molded Fiber.  According to the Debtors'
       books and records, Molded Fiber owes certain amounts to
       EESO under the Contracts;

   (d) EESO and American Express were parties to two agreements
       pursuant to which EESO provided electric energy to
       American Express.  According to the Debtors' books and
       records, American Express owes certain amounts to EESO
       under the Contracts;

   (e) Prior to the Petition Date, EESI entered into various
       commodity management and commodity services support
       agreements with the GGP Entities.  On September 29,
       2000, as amended and supplemented, Enron Corp. issued a
       credit support guaranty with respect to the Commodity
       Agreements.  Pursuant to the Contracts, the GGP Entities
       filed various proofs of claim against the Debtors;

   (f) EESI, EESO and Clinton Energy Management Services, Inc.
       and Lucent were parties to various agreements pursuant to
       which the Debtors provided electric energy as well as
       management and consulting services to Lucent.  According
       to the Debtors' books and records, Lucent owes certain
       amounts to the Debtors under the Contracts;

   (g) Enron Freight Markets Corporation and the Hub Entities
       were parties to certain prepetition agreements pursuant
       to which EFMC provided transportation services to the Hub
       Entities.  Although the agreements have been fully
       performed, there remain certain amounts outstanding with
       respect to invoices issued by EFMC to the Hub Entities;

   (h) pursuant to the Limited Liability Company Agreement of
       Blue Moon dated as of December 9, 1997, Oneok is the
       holder of 50% of the Class A Membership Interests of Blue
       Moon and is its managing member.  Enron North America
       Corporation is the holder of 50% of the Class A
       Membership Interests and 100% of the Class B Membership
       Interests of Blue Moon.  In addition, ENA, Blue Moon and
       Oneok are parties to certain prepetition storage
       agreements, as well as a credit support agreement issued
       by KN Energy, Inc. with respect to the storage agreements;

   (i) EFMC and Streamline were parties to certain prepetition
       agreement pursuant to which EFMC provided transportation
       services to Streamline.  Although the agreement has been
       fully performed, there remain certain amounts outstanding
       with respect to invoices issued by EFMC to Streamline; and

   (j) ECTRIC and Luster are parties to certain prepetition
       financial power swap transactions.  

After discussions between the Parties, they have agreed to enter
into separate Settlement Agreements wherein:

   (a) Bocimar will pay $1,185,000 to ECTRIC;

   (b) StorageNetworks will pay $211,000 to EBS;

   (c) StorageNetworks' Claim Nos. 12569, 12570 and 12571 are
       deemed irrevocably withdrawn with prejudice;

   (d) Molded Fiber will pay $1,100,000 to EESO;

   (e) American Express will pay $725,160 to EESO;

   (f) the GGP Entities will have an allowed general unsecured
       claim for $4,000,000 each against EESI and Enron Corp.;

   (g) Lucent will pay to the Debtors certain owed amounts;

   (h) Lucent will withdraw its Claim No. 15110;

   (i) Hub will pay $163,000 to EFMC;

   (j) Oneok will pay $1,608,407 to ENA;

   (k) ENA will transfer to Oneok the Blue Moon Interests;

   (l) Streamline will pay $44,200 to EFMC;

   (m) ECTRIC and Luster will consensually terminate the
       Financial Power Swap Transaction;

   (n) Luster will pay NOK4,900,000 to ECTRIC; and

   (o) the Parties will exchange mutual releases of claims
       related to the Contracts.

Mr. Smith contends that the Settlement Agreements are warranted
because:

    (a) they will result in a substantial payment to the Debtors'
        estates; and

    (b) they will avoid future disputes and litigations
        concerning the Contracts as the parties will release one
        another from claims relating to the Contracts. (Enron
        Bankruptcy News, Issue No. 96; Bankruptcy Creditors'
        Service, Inc., 215/945-7000)


EXIDE: Court Okays Blackstone's Continued Retention as Advisor
--------------------------------------------------------------
Exide Technologies and its debtor-affiliates sought and obtained
the Court's permission to extend the employment of The Blackstone
Group LP as financial advisors in their Chapter 11 Cases under the
same terms and conditions and without any time restriction.  
Blackstone's engagement expired on November 30, 2003.

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: Brings-In Seyfarth Shaw as ERISA Special Counsel
---------------------------------------------------------------
Federal-Mogul Corporation Vice President, Deputy General Counsel
and Secretary, David M. Sherbin, informs the Court that the
issues raised in Joseph Scott Sherrill's objection have been
rendered moot because Seyfarth Shaw LLP will not represent the
Federal-Mogul Salaried Employees' Investment Program in the
Sherrill Illinois Action.  Additionally, Seyfarth Shaw's
representation of Chubb & Son is limited to matters wholly
unrelated to the Sherrill Illinois Action and the Sherrill Proof
of Claim.

Mr. Sherbin further relates that the Debtors' request for Court
approval to employ Seyfarth Shaw as special counsel to address
claims asserted against Federal-Mogul by one or more participants
in the Federal-Mogul Salaried Employees Investment Program -- the
ERISA Claims -- has been amended to reflect that Seyfarth Shaw
will not be required to submit fee applications and apply to the
Court for allowance of compensation and reimbursement of charges,
with respect to the amounts that Chubb has indicated to pay
directly to Seyfarth Shaw.  

Accordingly, at the Debtors' request, the Court authorizes the
Debtors to employ Seyfarth Shaw as special counsel.

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 COS: Reclamation Claimants Seek Appointment of Committee
----------------------------------------------------------------
On behalf of similarly situated creditors, 30 reclamation
claimants ask the Court to direct the United States Trustee to
appoint an official committee to represent the rights and
interests of reclamation claimants in the Fleming Debtors' Chapter
11 cases.  The Reclamation Claimants assert that a Reclamation
Committee is necessary since they have no voice in the Debtors'
proceedings.

Jason W. Staib, Esq., at Blank Rome LLP, points out that it is
well documented that the Debtors consistently have sought to
eliminate or impair the Reclamation Claimants' rights throughout
their Chapter 11 cases.  The Official Committee of Unsecured
Creditors has actively and consistently supported the Debtors'
efforts to impair these rights.

For months after the Petition Date, the Debtors, with the support
of the Unsecured Committee, engaged in a process of reconciling
individual reclamation claims, focusing on issues such as the
value of goods shipped to the Debtors within ten days before the
Petition Date, the value of reclamation goods that remained in
the Debtors' possession on the Petition Date, set-offs, dropped
shipments, etc.  The reclamation claimants expended substantial
amounts of time, energy and money providing the Debtors with data
in electronic format and, otherwise, to permit the Debtors to
determine the appropriate amount of each reclamation claimant's
claim.  The Debtors then expended substantial additional time,
energy and administrative expense seeking to reconcile the
figures.  This process assumed implicitly that reclamation claims
had value and that the only question to be determined was the
amount of each reclamation claim.  

After this process was substantially completed, the Debtors,
again with the support of the Unsecured Committee, changed
direction and sought a determination that all reclamation rights
are valueless as a matter of law.  Many Reclamation Claimants
opposed the Debtors' request.  By Order entered December 19,
2003, the Court denied the Reclamation Motion.  The Court ruled
that:

       "[t]he Reclamation Motion is denied and deemed withdrawn
       without prejudice to the Debtors' rights to commence
       individual adversary proceedings against Movants and
       other reclamation claimants in these cases."

To date, adversary proceedings to adjudicate the reclamation
claims have not been filed.

The Debtors have also filed a request to replace their existing
lenders, which, in tandem with the proposed reorganization plan,
seeks to impair or eliminate reclamation and other trade creditor
rights.

              The Plan Seeks to Eliminate or Impair
                  Reclamation Claims and Rights

On December 12, 2003, the Debtors, jointly with the Unsecured
Committee, filed a Plan and Disclosure Statement.  The Plan
proposes to permanently enjoin the exercise of recoupment and
set-off rights that have not been exercised by Plan confirmation.  
The Plan also proposes to treat reclamation rights essentially in
accordance with the legal theories asserted by the Debtors in the
Reclamation Motion.  That is, in the Plan the Debtors and the
Unsecured Committee seek to substantively determine -- and
eliminate -- an entire class of reclamation rights.

In short, the Plan seeks to extinguish the reclamation rights of
claimants, which did not participate in the Debtors' postpetition
junior trade lien program.  Those claimants, designated as
Class 5 under the Plan, ostensibly received a second lien in
Litigation Claims behind the reclamation lien of trade lien
program participants, Class 3B.  That second lien, however,
appears to be worthless, because the Plan effectively defines
Class 5 as containing no members.  "Residual Inventory Value" is
defined as:

       "The value, as of the Petition Date, of the Debtors'
       Inventory in which the Holders of Allowed Class 5
       Claims have asserted an interest, which value is in
       excess of the aggregate dollar amount of Allowed
       Class 2 and Allowed Class 3B Claims."

According to the Debtors' representations, the aggregate value of
the Secured Debt -- Class 2 -- is, at a minimum, $463,000,000,
while the aggregate value of Class 5 is at most $280,000,000.
Thus, there likely will be no RIV.  That is, there will be no
excess as the Plan defines it, so Class 5 is effectively a
memberless class.  The Plan further provides that "in the event
the RIV is less than [Class 5], the remainder of [Class 5] will
be treated as Class 6 General Unsecured Claims."  Thus, Class 5
is functionally synonymous with Class 6 under the Plan.

Mr. Staib says that 40 of the 600 reclamation claimants are
participants in the Debtors' junior trade lien program.  Even
those 40 participants are also adversely affected by the Plan.

Mr. Staib explains that the Plan seeks to eliminate the right of
participants to administrative expense status and to unilaterally
convert the participants' junior lien on all the Debtors' assets
into a lien on or security interest in the proceeds of the
Litigation Claims only, which the Plan, nevertheless, suggests
leaves the class unimpaired.  The Plan seeks to eliminate the
vast majority of reclamation claims and defeat other corollary
trade creditor rights.

          Reclamation Claims Amount Major Issue In Case

Mr. Staib maintains that reclamation and other trade creditor
rights have been significant issues throughout these Chapter 11
cases, and for good reason.  By the Debtors' own admission, the
claims of trade creditors may amount to as much as one-third of
all unsecured debt:

                * Bond debt -- $1.36 billion
                * Trade debt -- $675 million

The Reclamation Claimants hold $110,000,0000 in reclamation
claims against the Debtors' estates.  There are, however, nearly
600 other reclamation claimants in these cases whose aggregate,
smaller asserted claims exceed $170 million.  All of these
creditors' rights of recoupment and set-off additionally
aggregate in the tens if not hundreds of millions of dollars.

The Debtors' approach to the resolution of reclamation issues has
been redundant, disorganized and entirely wasteful of estate,
creditor and judicial resources.  Accordingly, the appointment of
the Reclamation Committee is necessary both to assure adequate
representation of the Reclamation Claims and bring focus and
efficiency to the resolution process.

               Reclamation Claimants Have No Voice

Mr. Staib tells Judge Walrath that the Unsecured Committee, as
evidenced by its support of the Debtors' actions aimed at
defeating reclamation rights, presently does not represent the
Reclamation Claimants at all, let alone "adequately" as required
by Section 1102(a) of the Bankruptcy Code.

"This is not an instance of the [Reclamation Claimants'] voices
merely being quieted, but rather being silenced and ignored.  
This is hardly surprising, since by design, the [Unsecured
Committee] members that possess reclamation, recoupment and
setoff rights must recuse themselves from all matters concerning
these interests," Mr. Staib says.

               Initial Request to Appoint Committee

By letter dated December 23, 2003, Hershey Foods Corporation
asked the U.S. Trustee to appoint an official committee of
reclamation claimants.  At a hearing on January 5, 2004, the
Court directed the U.S. Trustee to make a prompt decision on
whether to appoint a Reclamation Committee.  Both the Debtors and
the Unsecured Committee opposed the appointment of a Reclamation
Committee.

By letter dated January 7, 2004, the U.S. Trustee denied
Hershey's request.

The decision of the U.S. Trustee not to appoint an additional
committee will be examined by the Court on a de novo basis.

              U.S. Trustee's Reasons Are Unfounded

In denying Hershey's request, Mr. Staib observes that the U.S.
Trustee cited no law or authority, but listed three reasons for
its decision:

       * We believe that under 11 U.S.C. Section 1102 and other
         relevant law, especially to the extent these
         reclamation claims are administrative in nature,
         the relevant law does not contemplate the formation
         of an administrative claimants committee.

       * Alternatively, to the extent that the Bankruptcy Code
         would authorize the appointment of a reclamation
         claimants' committee, such appointment would be of no
         benefit in this case.

       * Lastly, to the extent these reclamation claims are
         unsecured in nature, we believe that the reclamation
         claimants are adequately represented by the Official
         Committee of Unsecured Creditors.

However, Mr. Staib contends that it is not unusual for committees
consisting solely of, for example, holders of secured claims,
priority claims and employee claims to be appointed.  As
commentators have noted:

       Creditors and equity security holders do not always
       agree among themselves about the best approach to protect
       their respective interests.  In response to this possible
       divisiveness, and in order to have all interests
       adequately represented, courts have interpreted
       [Bankruptcy Code] Section 1102(a)(2) to permit the
       creation of additional committees of creditors, in
       addition to an equity security holders' committee.  Such
       "additional committees of creditors" have included:

               (1) secured creditors,
               (2) priority creditors,
               (3) subordinated noteholders,
               (4) undivided interest holders,
               (5) property holders,
               (6) finance fund certificate holders,
               (7) labor representatives,
               (8) tort claimants,
               (9) asbestosis litigants,
              (10) hourly employees,
              (11) retirees,
              (12) franchises, and
              (13) industry competitors;

       however, bankruptcy courts are reluctant to appoint
       committees consisting of members who are neither
       "creditors" nor "equity security holders."

Thus, the U.S. Trustee's suggestion that the Bankruptcy Code, and
Section 1102 in particular, somehow precludes the formation of a
Reclamation Committee appears to be incorrect.

Contrary to the U.S. Trustee's reason that the "appointment would
be of no benefit in this case," Mr. Staib asserts that the
holders of rights arising under Sections 546(c), 553, 506(a), 361
and 363 -- that aggregate in the hundreds of millions of dollars
-- deserve to have those rights adequately represented and, thus,
adequately protected.

Moreover, the appointment of a Reclamation Committee would serve
the interests of efficiency and economy for not only the 600
reclamation claimants that presently confront -- or have
insufficient resources to confront -- each matter on an
individual basis, but also the Debtors.  A Reclamation Committee
could, among other things, negotiate possible global settlements
and plan treatment, participate in discovery on behalf of all,
streamline litigation procedures, and litigate common issues to
the extent required.  The Unsecured Committee has already
demonstrated that it will not represent the reclamation
claimants' interests.

The Reclamation Claimants are:

       * Clorox Sales Co.,
       * ConAgra Foods, Inc.,
       * Conopco, Inc.,
       * Del Monte Foods,
       * General Mills, Inc.,
       * Kimberly-Clark Corp.,
       * Kraft Foods North America, Inc.,
       * Masterfoods USA,
       * Nestle USA Inc.,
       * Nestle Purina Pet Care Company,
       * Nestle Prepared Foods Company,
       * Nestle Waters North America Inc.,
       * Nestle Ice Cream Co. LLC,
       * Sara Lee Corporation,
       * Sara Lee Bakery Group Inc.,
       * S. C. Johnson & Son Inc.,
       * The Proctor & Gamble Distributing Co.,
       * Dial Corporation,
       * Prairie Farms Dairy, Inc.,
       * Sunshine Mills,
       * The Kroger Co.,
       * U.S. Smokeless Tobacco Brands, Inc.,
       * Del Monte Corporation,
       * H.J. Heinz Company, LP,
       * GlaxoSmithKline,
       * Swedish Match of North America, Inc.,
       * ISG Technology,
       * John Middleton, Inc.
       * Hershey Foods Corporation, and
       * McKesson Corporation

By separate pleading, Kimberly D. Newmarch, Esq. at Richards
Layton & Finger in Wilmington, Delaware, advises the Court that
Sequoia Beverage Co., Valley Wide Beverage Co., Diablo Beverage
and Tri-Eagle Beverage Co. support the appointment of a
Reclamation Committee.

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


FREMONT GENERAL: Will Publish Fourth-Quarter Results on Feb. 25
---------------------------------------------------------------
Fremont General Corporation (NYSE: FMT) plans to release its
fourth quarter 2003 results of operations on Wednesday,
February 25, 2004 before the market open.  

The company will host a conference call beginning at 1:00 p.m.
(ET) on February 25th to discuss the results of operations and
financial highlights.  To access the conference call, dial (706)
634-1256 eight to ten minutes prior to start time and use
confirmation code 5228043.  The call will be archived for replay
and available approximately 60 minutes following the  
teleconference through Wednesday, March 24th.   To access the
replay, dial (706) 645-9291 and use confirmation code 5228043.

The event will also be webcast live on the Internet at
http://www.fulldisclosure.com/ Under "Today's Highlighted  
Webcasts" scroll down to Fremont General Corporation and click on
"Listen."  Listeners should go to the web site at least 15 minutes
before the event to download and install any necessary audio
software.  The webcast will be archived through February 25,
2005.

Fremont General Corporation (Fitch, CCC+ Senior Debt and CC Trust
Preferred Ratings, Positive Outlook) is a financial services
holding company and its common stock is traded on the New York
Stock Exchange under the symbol "FMT".


GENERAL MARITIME: Q4 and Year-End Conference Call Set for Feb. 12
-----------------------------------------------------------------
General Maritime Corporation (NYSE: GMR) will hold a conference
call to discuss the Company's results for the fourth quarter and
full year 2003. It will also be broadcast live over the Internet.

     What:   Fourth Quarter and Year-End 2003 Conference Call and
             Webcast

     When:   Thursday, February 12, 2004 at 8:30 a.m. Eastern Time

     Where:  There are two ways to access the call:

             Dial-in: (719) 457-2728
             Please dial in at least 10 minutes prior to 8:30 a.m.
             Eastern Time to ensure a prompt start to the call.

             Live webcast: http://www.generalmaritimecorp.com/

             Or click on the link below and register:
                   
http://www.firstcallevents.com/service/ajwz398120092gf12.html

If you are unable to participate at this time, a replay of the
call will be available until February 25, 2004 at (719) 457-0820
or (888) 203-1112. Enter the code 322490 to access the audio
replay.

The webcast will also be archived on the Company's Web site at
http://www.generalmaritimecorp.com/

Please confirm your attendance via e-mail to
generalmaritimeinfo@igbir.com or contact Leo Vrondissis at (212)
763-5644.

General Maritime Corporation (S&P, BB Corporate Credit,
Preliminary B+ Senior Unsecured and Subordinated Debt Ratings) is
a provider of international seaborne crude oil transportation
services principally within the Atlantic basin and other regions
including West Africa, the North Sea, Mediterranean, Black Sea and
Far East. General Maritime Corporation owns and operates a fleet
of 43 tankers -- 24 Aframax and 19 Suezmax tankers -- making it
the second largest mid-sized tanker company in the world, with
more than 5.1 million dwt.


GEORGIA-PACIFIC: Selling Certain Assets to Koch for $610 Million
----------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) and KoCell LLC, a wholly owned
subsidiary of Koch Industries, Inc., announced that the companies
have signed a letter of intent for Koch to acquire
Georgia-Pacific's non-integrated fluff and market pulp operations
for $610 million, which includes assumption of $73 million of
indebtedness.

Georgia-Pacific expects the sale, consisting of assets and the
stock of GP's Brunswick Pulp & Paper subsidiary, will generate net
after-tax proceeds to Georgia-Pacific equivalent to an all asset
sale at approximately $735 million.  Specific terms of the sale
were not disclosed pending final agreement between the parties.

Included in the sale are Georgia-Pacific's pulp mills at
Brunswick, Ga., and New Augusta, Miss., a short-line railroad
servicing the New Augusta mill and the assets of two international
sales offices.  The sale, which is contingent upon execution of
definitive agreements and customary regulatory approvals, is
expected to be completed in the first quarter 2004.

The estimated after-tax cash proceeds will be $535 million.
Georgia-Pacific will use proceeds from the sale to repay debt.  In
the 2003 fourth quarter, the company will record $106 million of
goodwill impairment charges in accordance with applicable
accounting standards. Georgia-Pacific expects to record income tax
expense on this transaction of approximately $24 million upon
closing.

"The transaction is another step in Georgia-Pacific's ongoing
efforts to focus on differentiated businesses," said A.D. "Pete"
Correll, chairman and chief executive officer. "Divestiture of
these operations will generate significant cash toward debt
reduction and further transition our company's portfolio of
assets."

"This acquisition continues the effort by Koch companies to find
strategic opportunities for which our capabilities can create the
greatest value," said Jeff Gentry, senior vice president of Koch
Industries. "Georgia-Pacific's fluff and market pulp operations
play a vital role in supplying a wide variety of global customers
with quality pulps. We hope to apply the operating, marketing and
trading experience we've gained in other commodity businesses in
combination with these excellent assets and a world-class
workforce to position the business for even greater success in the
future."

Annual fluff pulp capacity at the Brunswick, Ga., mill is 826,000
tons. Fluff pulp is predominantly used in products such as
disposable diapers, baby wipes and sanitary products. In 2002, the
New Augusta, Miss., mill had annual market pulp capacity of
628,000 tons. Goods commonly produced from market pulp include
fine papers, postage stamps, tissue products and coffee filters.
During 2003, New Augusta began production of fluff pulp to meet
growing market demands. Combined, the facilities being sold employ
approximately 1,100 people.

Koch Industries, Inc., based in Wichita, Kan., owns a diverse
group of companies engaged in trading, operations and investments
worldwide.

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative)  is one of the world's leading
manufacturers of tissue, packaging, paper, building products, pulp
and related chemicals. With 2002 annual sales of more than $23
billion, the company employs approximately 61,000 people at 400
locations in North America and Europe.  Its familiar consumer
tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products business has long been among the
nation's leading suppliers of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.  For more information, visit http://www.gp.com/


GREAT WESTERN: Asks to Extend Lease Decision Time Through April 10
------------------------------------------------------------------
Great Western Coal, Inc., wants to extend its time period to
assume, assume and assign, or reject its unexpired nonresidential
real property leases.  The Debtor tells the U.S. Bankruptcy Court
for the Eastern District of Kentucky that it needs until April 10,
2004 to finalize lease-related decisions.

The Debtor submits that it has not had sufficient time to evaluate
whether the contracts and leases should be assumed or rejected.  
The Debtor also has just recently learned that at least one of the
parties to these contracts and leases is interested in negotiating
a modification to the present terms of its contract.

Headquartered in Coalgood, Kentucky, Great Western Coal, Inc., a
coal mining company, filed for chapter 11 protection on December
10, 2003 (Bankr. E.D. Ky. Case No. 03-61955).  Robert Gregory
Lathram, Esq., represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $1,596,725 in total assets and $10,148,184 in total debts.


ICO INC: Reports Strong Results for Fiscal 2004 First Quarter
-------------------------------------------------------------
ICO, Inc. (Nasdaq: ICOC) announced first quarter fiscal year 2004
financial results.

For the first quarter, ICO reported revenues of $56,847,000,
EBITDA (defined as earnings from continuing operations before
interest expense, taxes, depreciation, amortization, impairment,
restructuring and other costs) of $3,127,000, operating income
from continuing operations of $971,000 and net income from
continuing operations of $205,000 or 1 cent per common share.

Including discontinued operations, net income was $110,000 for the
quarter.

              Year-over-year quarter comparison

Revenues increased $11,599,000 or 26% compared to the first
quarter of fiscal 2003. The increase in revenues was due to an
increase in product sales volumes, the impact of foreign
currencies (increased revenues by $5,450,000), offset by lower
product sales prices, mostly due to a less favorable mix of
product sales revenues. The adverse change in the mix of product
sales was primarily attributable to the Company's North American
ICO Polymers and film concentrate manufacturing operations. The
volume improvement was the result of rising demand for the
Company's products and services in Australasia, certain European
markets and within ICO's North American concentrates manufacturing
operation.

EBITDA during the first quarter improved from a loss last year to
$3,127,000 as gross profit increased, selling, general and
administrative expenses declined and due to stronger foreign
currencies (a beneficial impact of approximately $425,000). Gross
profit increased 47% to $10,739,000 and gross margins improved to
18.9%, compared to 16.2% last year. While recent cost reductions
helped to improve gross margins and gross profit, just as
significant was the impact of the increase in overall business
volumes and the resulting operating leverage. In particular, the
Company's Australasian, North American film concentrate and
certain European operations experienced improved profitability on
greater business volumes. Selling, general and administrative
expenses (including stock option compensation expense) declined
$474,000 (6%) during the quarter to $7,612,000 due to the cost
reduction efforts implemented during the fourth quarter of fiscal
2003. The decline caused by the cost reductions was partially
offset by the effect of stronger foreign currencies on selling,
general and administrative expenses of approximately $600,000. As
a percentage of revenues, selling, general and administrative
expenses were 13.4% compared to 17.9% last year.

Operating income was $971,000 during the quarter compared to a
loss last year, primarily due to the factors discussed above.
Income (loss) from continuing operations before cumulative effect
of change in accounting principle improved to income of $205,000
due to the operating income improvement discussed above, as well
as a reduction in net interest expense of $904,000. Net interest
expense declined due to the repayment of $104,480,000 of the
Company's 10-3/8% Senior Notes due 2007, during the first quarter
of fiscal 2003.

                  Sequential quarter comparison

Compared to the fourth quarter of fiscal 2003, revenues increased
$3,401,000 or 6% primarily due to strengthening foreign currencies
which had the effect of increasing revenues approximately
$3,300,000. Despite the usual reduction in activity during
December due to the holidays, product sales and toll service
volumes increased compared to the previous quarter due to strong
customer demand in North America and Australasia. These revenue
gains were offset by the impact of lower average product selling
prices due to an adverse change in product sales mix primarily
within the Company's ICO Polymers operations (i.e. excluding film
concentrate manufacturing) in North America and Europe.

EBITDA improved from a loss in the previous quarter to $3,127,000
due to an increase in gross profit, lower selling, general and
administrative expenses and stronger foreign currencies (a
beneficial impact of approximately $250,000). Gross profit
increased due to the increase in volumes, the cost reductions
implemented during the previous quarter and $513,000 of inventory
write-downs recognized in the fourth quarter of fiscal year 2003.
These same factors caused gross margins to improve from 15.4% last
quarter to 18.9%. Selling, general and administrative expenses
declined $738,000 or 9% to $7,612,000 due to the cost reductions
made in late fiscal year 2003.

The improvement in operating income (loss) from a loss during the
fourth quarter of fiscal 2003, was due to the improvements
discussed above, the fiscal 2003 impairment, restructuring and
other costs and lower depreciation expense.

                           Liquidity

During the first quarter, cash balances declined $568,000 to
$3,546,000. The decrease was due to capital expenditures
(approximately $1,500,000) and an increase in working capital
offset by earnings and an increase in borrowings.

Available borrowing capacity under the Company's existing credit
arrangements increased $2,100,000 during the first quarter, to
$18,460,000 as of December 31, 2003.

                       Preferred Dividend

The Company's Dividend Committee of the Board of Directors has
determined not to declare any dividend on its depositary shares,
each representing 1/4 of a share of $6.75 convertible preferred
stock, for the quarter ending on March 31, 2004. These securities
trade on the Nasdaq National Market System under the symbol
"ICOCZ".

With 19 locations in 10 countries, ICO Polymers produces custom
polymer powders for rotational molding and other polymers
segments, including textiles, metal coatings and masterbatch. ICO
remains an industry leader in size reduction, compounding and
other tolling services for plastic and non- plastic materials.
ICO's Bayshore Industrial subsidiary produces specialty compounds,
concentrates and additives primarily for the film industry.

At September 30, 2003, the Company's balance sheet shows that its
accumulated deficit further ballooned to close to $75 million,
whittling down its total shareholders' equity to about $67 million
from about $111 million a year ago.

As previously reported, Standard & Poor's withdrew its 'B+'
corporate credit and 'B-' senior unsecured debt rating on ICO
Inc., at the company's request.


INFINIA INC: Has Until February 1 to File and Complete Schedules
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah gave Infinia,
Inc., and its debtor-affiliates an extension to file their
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtors have until
February 1, 2004 to file their Schedules of Assets and Liabilities
and Statement of Financial Affairs.

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


INLAND MENTAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Inland Mental Health Associate
        5353 G Street
        Chino, California 91710

Bankruptcy Case No.: 04-10490

Type of Business: The Debtor owns and operates a Psychiatric
                  Inpatient and Outpatient Hospital providing
                  services for indigent care.

Chapter 11 Petition Date: January 15, 2004

Court: Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Martin J. Brill, Esq.
                  1801 Avenue of the Stars, Suite 1120
                  Los Angeles, CA 90067-5805
                  Tel: 310-229-1234

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Heritage Healthcare Pharmacy               $118,530

Biopath Clinical Laboratories               $83,439

Southern California Edison                  $23,233

D'Anthony, Poliquin & Doyle                 $16,750

Moon, Eliot MD                              $16,750

Ali-Khan, Mir MD                            $16,250

Sysco Food Services of LA                   $13,064

Ajilon Finance                              $10,484

Steno Solutions                              $9,986

Dept. of Health Services                     $9,148

Jackson & Blanc                              $8,745

Desmukh, Mukund MD                           $8,400

Kaiser Permanente                            $8,092

Mellijor, Aurora                             $8,041

Aetna US Healthcare                          $7,865

US Foodservice                               $7,356

Web Nurses Staffing, Inc.                    $7,066

Office Depot                                 $6,825

Access Physicians Network                    $6,345

BioPath Radiology Services                   $6,323


INTEGRATED CONTROL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Integrated Control Systems, Inc.
        Litchfield Inn
        432 Batam Road
        Litchfield, CT 06759

Bankruptcy Case No.: 04-30258

Type of Business: The Debtor specializes in Management
                  Productivity Improvement.

Chapter 11 Petition Date: January 22, 2004

Court: District of Connecticut (New Haven)

Judge: Murphy Weil

Debtor's Counsel: Patrick M. Birney, Esq.
                  Halloran & Sage LLP
                  One Goodwin Square
                  225 Asylum Street
                  Hartford, CT 06103
                  Tel: 860-522-6103

Total Assets: $1,273,015

Total Debts:  $34,026,104

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Irby Construction Co.                   $30,000,000
817 South State Street
Jackson, MS 39201

Ellicon-National, Inc.                   $1,085,220
50 Beechtree Boulevard
Greenville, SC 29605-5100

Integrated Control Systems, Inc.           $591,879
955 Retta Esplanade
Punta Gorda, FL 33950

Irby Construction Co.                      $400,000
Charles L. Irby, President
817 South State Street
Jackson, MS 39201

IMPAC Integrated Systems, Inc.             $378,393
3300 Irvine Avenue
Newport Beach, CA 92660

Litchfield Assoc. N.V.                     $126,028

IMPAC Limited                              $125,368

John AJ Ward                                $68,687

Leath Bouch & Crawford, LLP                 $25,206

State of Connecticut                        $22,025

State of Connecticut                        $10,729

The D&B Corporation                          $8,743

Assoc. of Productivity Specialist            $8,250

MCI Worldcomm                                $7,810

James B. Irwin Sr.                           $6,027

Contract Consultants Corp.                   $5,300

Allen Weinstein                              $5,167

Eisenberg, Anderson, Machalik                $1,990

American Arbitration Association             $1,280

Sarah M. Williams                              $756


INTEGRATED HEALTH: Asks Court to Designate 307 Premier Claims
-------------------------------------------------------------
Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, reminds the Court that the Integrated Health
Services, Inc. Amended Plan of Reorganization provides that
holders of Allowed Premiere Unsecured Claims will receive a
distribution of Cash in an amount equal to 6% of its Allowed
Premiere Unsecured Claim, provided, that:

   (i) if the aggregate amount of the Allowed Premiere Unsecured
       Claims exceeds $22,000,000 but is less than or equal to
       $37,000,000, each holder of an Allowed Premiere Unsecured
       Claim will receive a distribution of Cash in an amount
       equal to 3% of its Allowed Premiere Unsecured Claim plus
       the holder's Pro Rata Share of $660,000; and

  (ii) if the aggregate amount of the Allowed Premiere Unsecured
       Claims exceeds $37,000,000, each holder of an Allowed
       Premiere Unsecured Claim will receive a distribution of
       Cash in an amount equal to its Pro Rata Share of
       $1,770,000.  In no event will the amount to be distributed
       to holders of Allowed Premiere Unsecured Claims exceed
       $1,770,000.

The Plan also provides that the Debtors' estates are deemed to be
substantively consolidated for most purposes.  However, Mr. Barry
notes that the Premiere Debtors are also separately consolidated
with each other for purposes of effecting distributions to the
holders of Allowed Premiere Unsecured Claims.  Thus, the Debtors
do not consider the Premiere Debtors' official claims register as
the most reliable or fair basis upon which to identify the claims
constituting Premiere Unsecured Claims.  

Given that holders of Allowed Premiere Unsecured Claims will
share in a "capped" fund and may receive distributions on a pro
rata basis, the Debtors determined, upon consultation with the
Official Committee of Unsecured Creditors and the Official
Committee of Unsecured Creditors of Premiere Associates, Inc. and
its subsidiaries that the "universe" of potential Premiere
Unsecured Claims had to be established before any distributions
could be made to the holders of Allowed Premiere Unsecured
Claims.  In addition, given the small distributions anticipated
for the holders of Allowed General Unsecured Claims and
outstanding Allowed Senior Lender Claims, this process needs to
be undertaken in a cost-efficient manner.

Thus, the Debtors, the Creditors Committee and the Premiere
Committee agreed that the Debtors would review their consolidated
schedules and full claims registers, and develop a list of
claims, which appear to be, in whole or in part, Premiere
Unsecured Claims.  Accordingly, the Debtors came up with a list
comprising 307 Claims.  

Pursuant to Sections 105, 1122, and 1142 of the Bankruptcy Code,
IHS Liquidating asks the Court to:

   (a) designate the 307 Claims as the Premiere Unsecured Claims,
       without prejudice as to the Allowed or Disputed status of
       the Claims or to IHS Liquidating's right to object to or
       dispute the Claims in whole or in part; and

   (b) authorize them to rely on the List as including all
       Premiere Unsecured Claims for purposes of implementing the
       Plan.

The Claims exceed $39,000,000 in asserted claims.  Mr. Barry
explains that some of the Claims are either the subject of
pending objections or will be made the subject of pending
objections.  Other claims assert a combination of Premiere
Unsecured Claims and claims attributable to other classes and
will be made the subject of a "deconsolidation" motion if the
claimant does not voluntarily deconsolidate them.  A small number
of the proposed Premiere Unsecured Claims are Disputed Claims
that were filed in unliquidated amounts and will require
estimation, disallowance or another resolution before
distributions can be made to holders of Allowed Premiere
Unsecured Claims.  IHS Liquidating estimates that after the
objections and reclassifications are resolved, the Allowed
Premiere Unsecured Claims will aggregate less than $20,000,000.

Mr. Barry informs the Court that IHS Liquidating also intends to
file an objection to the Claims filed by Don G. Angell and his
affiliates and a counterclaim against them for the costs incurred
by the Debtors and IHS Liquidating as a result of Mr. Angell's
assertion of estate claims against third parties, which were
released under the Plan.  

Mr. Barry recounts that all of the estate causes of action
asserted by the Premiere Committee against former IHS officers
Daniel Booth, C. Taylor Pickett and Ron Lord, in the adversary
proceeding filed on February 1, 2002, were deemed to be dismissed
with prejudice pursuant to Section 10.9 of the Plan.  Despite the
release, Mr. Angell continues to prosecute those claims in an
action against Messrs. Booth, Lord and Pickett pending before the
United Stated District Court for the Middle District of North
Carolina.  Each of the defendants asserted Administrative Expense
Claims against IHS Liquidating for defense costs, a $500,000
retention amount under IHS' director and officer insurance
policy, and potential exposure of up to $42,000,000.  As a
consequence of Mr. Angell's improper actions, the Debtors and IHS
Liquidating have been forced to incur substantial defense costs
on behalf of the former officers and incur additional costs
defending motions filed by the officers to establish a
$42,000,000 reserve against IHS Liquidating's assets.  

IHS Liquidating is responsible for the reconciliation of the
Premiere Unsecured Claims and the making of distributions under
the Plan.  According to Mr. Barry, IHS Liquidating's only
"official" means by which to identify the members of the Class is
by reviewing the official claims registers of the Premiere
Debtors maintained by Poorman Douglas Corporation, the Debtors'
claims agent.  IHS Liquidating maintains that if it relies solely
on the official claims registers, a significant number of
creditors would be unfairly deprived of distributions they might
otherwise have received as members of the Class had their claims
been properly filed as required under the Bar Date Order.

At this time, IHS Liquidating is not seeking authority to make
distributions to Premiere Unsecured Claimholders.  Mr. Barry
notes that the existence of unresolved and unliquidated claims in
the Class makes it numerically impossible to calculate initial
distributions on account of Allowed Premiere Unsecured Claims.  
Moreover, pursuant to a stipulation with former IHS officers
Taylor Pickett, Daniel Booth and Ronald Lord, which have asserted
indemnification claims against IHS Liquidating arising out of a
pending lawsuit filed against them by Don G. Angell, IHS
Liquidating cannot make distributions to holders of unsecured
claims absent prior Court approval.

                         Responses

A. Official Committee of Unsecured Creditors of Premiere
   Associates, Inc. and its subsidiaries

   The Premiere Committee objects to IHS Liquidating's request
   for designation insofar as it alleges that distributions and
   transfers on account of Premiere Unsecured Claims must be
   delayed after designation on the basis:

      -- that unresolved and unliquidated claims make it
         numerically impossible to calculate initial
         distributions; or  

      -- of the stipulation IHS entered with Mr. Pickett and Mr.
         Booth.

   The Premiere Committee agrees that the Debtors or IHS
   Liquidating, in consultation with the Creditors' Committee and
   the Premiere Committee, were to develop a list of claims which
   appear to be, in whole or in part, Premiere Unsecured Claims.  
   However, the Premiere Committee believes that the List is not
   the list of claims that the parties intended to be designated
   as Premiere Unsecured Claims.

   After discussions and consultations among the parties, the
   Debtors' counsel transmitted to the Premiere Committee the
   Summary of Claims and certain Lists on September 9, 2003.

   The Premiere Committee filed these exhibits together with
   their Objection:

      (a) Exhibit I is the Summary of Claims;

      (b) Exhibit II, the Premiere Group Claims, lists the proofs
          of claim filed by Premiere Creditors in the Premiere
          Group Debtors' bankruptcy cases.  The claims listed on
          Exhibit II total $14,738,156.  The Premiere Committee
          believes that the parties intended that the omitted,
          unnumbered claim for $120,000 filed by W. Stewart Swain
          must be included as a Premiere Unsecured Claim;

      (c) Exhibit III lists the claims which Poorman Douglas
          determined to be included among the Premiere Unsecured
          Claims, based on its analysis of the claims registers.  
          The approximately 270 claims listed on Exhibit III
          total $4,612,508; and

      (d) Exhibit IV lists the claims that the Debtors or IHS
          Liquidating contends must be included among Premiere
          Unsecured Claims, based on the consolidated schedules
          and the full claims register.  The 913 claims on
          Exhibit IV total $6,399,741.

   The Debtors consider the Exhibits a work product that must not
   be part of the public record and asked the Premiere Committee
   to remove the Exhibits from the public docket.  The Premiere
   Committee does not concede that the Exhibits are confidential
   but in response to the Debtors' request, the Premiere
   Committee's counsel contacted the Office of the Clerk of
   Court, who then removed the Exhibits from the public docket.  
   The Premiere Committee emphasizes that the Exhibits are
   necessary to the Court's consideration of their Objection.  
   Thus, the Premiere Committee asks the Court to keep these
   Exhibits under seal.

   The Premiere Committee agrees that a significant number of  
   creditors would be deprived of distributions if IHS
   Liquidating relies solely on the official claims register.  

   Anthony M. Saccullo, Esq., at the Bayard Firm, in Wilmington,
   Delaware, asserts that the Premiere Unsecured Claims,
   unadjusted for objections to claims, total $21,137,896.  
   Accordingly, the Premiere Committee contends that the List
   should be amended.

B. United States

   Stuart M. Fischbein, Trial Attorney for the Tax Division of
   the U.S. Department of Justice, notes that the List includes
   Claim Nos. 4667 and 4671 filed on behalf of the United States
   by the Internal Revenue Service.

   Mr. Fischbein explains that Claim No. 4667 includes a priority
   tax claim against Premiere Associates, Inc. for 1997 income
   tax liabilities amounting to $230,246 in tax and $43,350 in
   interest.  On the other hand, Claim No. 4671 was filed against
   SCHM Hialeah, Inc., which was amended and replaced by Claim
   No. 13937 consisting of a general claim for $10,745 and a
   claim for priority interest for $1,268 for the Debtors' Form
   941 liability for the fourth quarter of 1998.  Claim No. 4671
   was expunged as a result of the Debtors' 30th Omnibus
   Objection to Claims.

   Mr. Fischbein points out that the definition of Premiere
   Unsecured Claim in the Plan specifically excludes priority tax
   claims.  Thus, the United States objects to the designation of
   Claim No. 4667 as an Unsecured Premiere Claim to the extent it
   includes the priority tax claim for $230,246 in tax and
   $43,350 in interest.  

   Likewise, to the extent that the designation of Claim No. 4671
   as a Premiere Unsecured Claim includes the amendment to that
   claim, the United States objects to that designation to the
   extent it includes the priority interest claim for $1,268.

   Therefore, the United States asks the Court to determine that:

      (a) the designation of Claim No. 4667 as a Premier
          Unsecured Claim does not include the priority tax claim
          against Premiere for 1997 income tax liabilities for
          $230,246 in tax and $43,349 in interest; and

      (b) the designation of Claim No. 4671 as a Premiere
          Unsecured Claim to the extent it includes its
          amendment, Claim No. 13937, does not include the
          priority interest claim for $1,268.

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)   


IT GROUP: Hires Phillips, Goldman & Spence as Special Counsel
-------------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code and Rule 2014
of the Federal Rules of Bankruptcy Procedure, The IT Group,
Debtors seek Judge Walrath's permission to employ Phillips,
Goldman & Spence, P.A. as special counsel, nunc pro tunc to
January 14, 2004, to assist them in filing a complaint against
their controlling shareholder, The Carlyle Group, and its
affiliated entities as a result of the written demand by the
Official Committee of Unsecured Creditors.

The Debtors' lead counsel, Skadden Arps Slate Meagher & Flom LLP,
is unable to represent them in an action against Carlyle.

Harry J. Soose, IT Group's Chief Operating Officer and Chief
Financing Officer, relates that, on January 14, 2004, the
Committee's counsel began discussions with Phillips Goldman
regarding the potential claims against Carlyle.  On
January 15, 2004, the Debtors commenced discussions with Phillips
Goldman regarding the Complaint.

The Debtors chose Phillips Goldman based primarily on the
Committee's recommendation, and because the members and attorneys
of the firm are known to have considerable experience, expertise
and knowledge in the field of litigation arising out of, and
related to bankruptcies.

Mr. Soose assures the Court that the work to be performed by
Phillips Goldman will not duplicate services performed by any
other professionals in their Chapter 11 cases.

The Debtors will compensate the firm based on its hourly rates:

          Senior partners          $325
          Junior partners           275
          Associates                225
          Legal assistants          110 - 130

The hourly rates are subject to periodic adjustment to reflect
economic and other conditions.  Phillips Goldman will also be
reimbursed for all other expenses incurred.  The expenses
include, among other things, costs for:

   (a) photocopying,
   (b) travel expenses,
   (c) expenses for working meals,
   (d) computerized research,
   (e) transcription costs, and
   (f) non-ordinary overhead expenses like secretarial
       and other overtime work.

John C. Phillips, Jr., a partner at Phillips Goldman, informs the
Court that the firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any other party-in-interest in these Chapter 11 cases.  
Phillips Goldman does not hold or represent any interest adverse
to the Debtors' 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: UST Appoints Official Creditors' Committee
------------------------------------------------------------
The United States Trustee for Region 13 appointed 6 claimants to
serve on an Official Committee of Unsecured Creditors in Jackson
Products, Inc.'s Chapter 11 cases:

       1. John Sheppard
          New Reflective Technologies Ltd.
          375 Rexdale Blvd.
          Toronto, Ontario M9W 1S1
          Canada

       2. Val Venable
          G E Polymerland
          9930 Kincey Avenue
          Huntersville, North Carolina 28078

       3. R. Kent Shortle
          Rangers Die Casting Co.
          10828 S. Alameda Street
          Lynwood, California 90262-0127

       4. Jeffrey A. Andrews
          Precision Polymer Processors
          2400 Stafford Ave, Suite 700
          Scranton, Pennsylvania 18505
          
       5. Barbara Norton and Dan Talbott
          Total Plastics, Inc.
          1652 Gezon Pkwy
          Grand Rapids, Missouri 49509

       6. Leonard L. Yowell
          CPM Industries, Inc.
          210 Wilson Bldg, 3511 Silverside Rd.
          Wilmington, Delaware 19810

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

Headquartered in 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.


JPS IND.: Obtains Waivers for Covenant Breach Under Credit Pact
---------------------------------------------------------------
JPS Industries, Inc. (Nasdaq: JPST) announced results for the
fourth quarter and year ended November 1, 2003.

For the fourth quarter of fiscal 2003, JPS reported a net income
of $1.5 million, or $0.16 per diluted share, on sales of $35.2
million compared with a net income of $38,000, or $0.00 per
diluted share, on sales of $34.6 million in the fourth quarter of
fiscal 2002. For the quarter, sales increased 1.7%, while
operating income improved 380% to $1.7 million.

For fiscal 2003, the Company reported a net loss of $0.1 million,
or $(0.01) per diluted share, on sales of $128.7 million compared
with a net loss of $0.4 million, or $(0.04) per diluted share, on
sales of $126.4 million for the same period in fiscal 2002.

Michael L. Fulbright, JPS's chairman, president and chief
executive officer, stated, "We are pleased with the improvement in
our operating results for the fourth quarter as well as our
overall performance for the year. As we communicated in mid-year,
we expected gradual improvement over the last half, and that was
our experience, even though all our businesses remained under
strong pricing pressures and lackluster demand. Indeed, our two
primary markets, electronics and commercial construction, remained
at the continued weak demand levels we have seen now for three
years. Our improvements can be attributed to a number of factors
beginning with our Company-wide focus on cost reduction,
relentless working capital management, a steady performance by JPS
Glass, and solid market share growth at Stevens(R) Roofing in both
TPO and PVC single ply membrane markets. These areas offset a
weakened performance in our Stevens(R) Urethane products that was
largely driven by mix and price erosion."

Commenting further, Charles R. Tutterow, JPS's executive vice
president and chief financial officer, stated, "In addition to the
improvement in our base businesses, the fourth quarter benefited
from the recognition of $986,000 of pension income compared with
$421,000 in the fourth quarter of 2002. Cash contributions to the
Pension Plan totaled $6.9 million in fiscal 2003. Cash flow from
operations generated the majority of our funding needs, with net
debt increasing only $950,000 from the prior year. In 2004, we
expect our required pension contributions to be $7.4 million
absent legislative changes in funding rules and again expect cash
flow from operations to cover the vast majority of the obligation.
We have obtained waivers for the violations of certain covenants
related to our credit agreement and have extended the maturity of
the credit facility to November 1, 2004. In addition, we also
anticipate filing a Schedule TO next week to permit the voluntary
tender to the Company of certain employee stock options. If all
eligible options are tendered, the total cost to the Company would
be less than $100,000."

In conclusion, Mr. Fulbright stated, "We expect the gradual
improvement trends of our third and fourth quarters to continue
into 2004; however, our visibility remains at such a low level
that forecasting specific quarterly expectations is not a prudent
or practical exercise. That said, we are most gratified with the
positioning of our Company in all markets we serve, our cost
structure for each, and our solid balance sheet, giving us
flexibility to take advantage of growth opportunities as they
appear in each business. Strategically, we are well positioned as
general industrial manufacturing and our major markets
(electronics and commercial construction) strengthen over the next
several years. We remain confident in our ability to leverage this
growth as it occurs."

JPS Industries, Inc. is a major U.S. manufacturer of extruded
urethanes, polypropylenes and mechanically formed glass substrates
for specialty industrial applications. JPS specialty industrial
products are used in a wide range of applications, including:
printed electronic circuit boards; advanced composite materials;
aerospace components; filtration and insulation products; surf
boards; construction substrates; high performance glass laminates
for security and transportation applications; plasma display
screens; athletic shoes; commercial and institutional roofing;
reservoir covers; and medical, automotive and industrial
components. Headquartered in Greenville, South Carolina, the
Company operates manufacturing locations in Slater, South
Carolina; Westfield, North Carolina; and Easthampton,
Massachusetts.


KAISER ALUMINUM: Outlines Details of Pact with Steelworkers' Union
------------------------------------------------------------------
Kaiser Aluminum and the United Steelworkers of America (USWA)
summarized the details of an agreement in principle on the terms
and conditions of certain modifications to their labor agreements
covering several of the company's U.S. facilities.

Among other things, the agreement modifies the company's
obligations with respect to current and future pension and retiree
medical benefits and addresses certain other matters.

The agreement is subject to ratification by union members,
approvals by the company's board of directors, approval by the
Bankruptcy Court, and certain other approvals. The agreement
covers approximately 1,200 hourly employees at plants in Gramercy,
Louisiana; Newark, Ohio; Tulsa, Oklahoma; Richmond, Virginia; and
Trentwood and Mead, Washington. Major elements of the agreement
include the following:

-- PENSION -- Active hourly employees will be covered under the
   Steelworkers Pension Trust; company contributions to the
   SPT will be based on $1 per employee per hour worked. In
   addition, the company will institute a defined contribution
   pension plan for active employees; company contributions to the
   defined contribution pension plan will range from $800 to $2400
   per employee per year, depending on age and years of service.
   Existing USWA pension plans will be terminated and turned over
   to the Pension Benefit Guaranty Corporation, if the Bankruptcy
   Court approves the company's separate request for termination
   of the existing plans. Current retirees will receive their
   future benefits from the PBGC.

-- RETIREE BENEFITS -- Current and future retirees and surviving
   spouses and their dependents will be provided with options for
   medical coverage if the Bankruptcy Court approves the
   termination of existing medical, life, and disability insurance
   programs. As a result of such termination, current retirees,
   surviving spouses, and their dependents who are not Medicare-
   eligible may elect COBRA coverage. Future retirees, and current
   retirees who decline COBRA coverage, may elect to receive
   benefits under a newly created Voluntary Employee Beneficiary
   Association. Kaiser will fund the VEBA with a combination of
   cash, profit-sharing, and other consideration through
   December 31, 2012, subject to certain caps and limitations.

-- NLRB Case -- The parties have agreed to settle their case
   pending before the National Labor Relations Board, subject to
   the approval of the NLRB General Counsel and the Bankruptcy
   Court. Under the terms of the settlement, solely for purposes
   of determining distributions in connection with the
   reorganization, an unsecured pre-petition claim in the amount
   of $175 million will be allowed against the company's estate.

-- BOARD OF DIRECTORS -- Upon Kaiser's emergence from Chapter 11,
   the USWA will nominate four members of a 10-member board of
   directors.

-- NEUTRALITY -- The company agrees to adopt a position of
   neutrality regarding the unionization of any employees of the
   reorganized company.

Kaiser's President and Chief Executive Officer Jack A. Hockema
said, "Kaiser's financial condition has imposed severe limits on
what we were able to achieve for our active and retired employees
-- and there is no doubt that this compromise will still involve
significant sacrifice. However, our discussions with the USWA were
positive and cooperative, and I believe all parties were eager to
resolve these issues as fairly as possible. Although, as noted,
the agreement is still subject to a number of approvals, we
believe it represents yet another major step in our restructuring
as we look forward to emerging from Chapter 11 by mid 2004."

USWA District Director David Foster said, "We believe this
tentative agreement enables us to maintain an important level of
health and pension benefits for active and retired members. Most
importantly, an appropriate share of the future profits of the
company will be dedicated toward creating a new health insurance
program for our retired members. We are pleased to be part of the
solution under difficult circumstances, and we look forward to
working closely with Kaiser for the long-term success of the
reorganized company."

Kaiser has been engaged in similar discussions on retiree benefits
with other unions and with the Committee of Retired Salaried
Employees.

Kaiser Aluminum & Chemical Corporation is a leading producer of
fabricated aluminum products, alumina, and primary aluminum. It is
the operating subsidiary of Kaiser Aluminum Corporation
(OTCBB:KLUCQ).

The USWA represents 1.2 million working and retired members
throughout the United States and Canada working together to
improve jobs; to build a better future for families; and to
promote fairness, justice and equality both on the job and in our
societies.


KAISER ALUMINUM: Alcan Balks at Move to Cancel Supply Agreement
---------------------------------------------------------------
Alcan Inc. (NYSE, TSX: AL) will contest an attempt by Kaiser
Aluminum Corporation and affiliated entities (including Kaiser
Aluminum & Chemical Corporation and Kaiser Aluminum International,
Inc., to cancel an alumina supply agreement, in connection with
KACC's proposed sale of its interest in the Alpart alumina
refinery.

The Kaiser companies have filed a motion before the U.S.
Bankruptcy Court for the District of Delaware seeking to reject
the five-year alumina supply agreement between KAII and Alcan's
subsidiary, Pechiney Trading Company.

The agreement provides for the supply of 300,000 tonnes of alumina
a year to PTC, from January 2002 to the end of 2006. KAII assumed
the agreement after it had entered into U.S. Chapter 11 debtor
protection status. The Court specifically authorized the
assumption of the agreement under applicable provisions of the
U.S. Bankruptcy Code at the request of KACC and KAII.

Alcan believes that the agreement is valid and enforceable and
intends to defend vigorously its rights under the agreement.
Neither the likelihood of nor the amount of any financial impact
can currently be determined.

Alcan is a multinational, market-driven company and a global
leader in aluminum and packaging, as well as aluminum recycling.
With world-class operations in primary aluminum, fabricated
aluminum as well as flexible and specialty packaging, aerospace
applications, bauxite mining and alumina processing, today's Alcan
is even better positioned to meet and exceed its customers' needs
for innovative solutions and service. Alcan employs 88,000 people
and has operating facilities in 63 countries.


KMART CORP: Obtains Nod to Name Multiple Defendants in Complaint
----------------------------------------------------------------
On January 25, 2002, the Court authorized the Kmart Corporation
Debtors to pay prepetition claims of critical trade vendors and
prepetition obligations necessary to obtain imported merchandise.  
On February 13, 2002, the Court authorized the Debtors to honor
reimbursement obligations to issuers of prepetition letters of
credit.  The Debtors were also allowed to pay the prepetition
claims of certain liquor vendors.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLC, in Chicago, Illinois, relates that Capital
Factors, Inc. objected to the Payment Orders and appealed them to
the United States District Court for the Northern District of
Illinois.  On April 8, 2003, District Judge Grady reversed the
Payment Orders.  The Debtors appealed Judge Grady's ruling to the
Seventh Circuit Court of Appeals.  Several recipients of payments
made pursuant to the Payment Orders have intervened as appellants
in the Seventh Circuit appeal.

Mr. Barrett explains that until the Court of Appeals rules on the
Debtors' appeal, and in light of the Bankruptcy Court's decision
to stay the action previously filed by Kmart against Handleman
Company, the Debtors are unable to determine whether they should
file actions to recover the payments made pursuant to the Payment
Orders.  In the event the Seventh Circuit Court of Appeals
affirms Judge Grady's decision or otherwise rules that the
Payments were improper, the Debtors will have an obligation to
their creditors and shareholders to recover the Payments.

Actions to recover the Payments would be brought under Section
549 of the Bankruptcy Code and any other relevant statute.  Under
Section 549(d), any action to avoid a postpetition transfer must
be brought within two years of the date of transfer.  Since the
Debtors began making Payments on January 25, 2002, the statute of
limitations for Section 549 actions based on the payments expired
on January 25, 2004.

Thus, to preserve their rights and to fulfill their fiduciary
obligations to creditors and shareholders, the Debtors needed to
file an adversary complaint against each party that received a
Payment.  The Debtors expect that discovery and pre-trial
proceedings will wait in abeyance until the Seventh Circuit rules
on the pending appeal.

Mr. Barrett states that over 800 parties received Payments.  
Rather than burden the Clerk of Court with 800 nearly identical
complaints, the Debtors determined that it is appropriate to file
complaints that name multiple defendants.  

Accordingly, Judge Sonderby authorized the Debtors to file
actions under Section 549 of the Bankruptcy Code naming multiple
defendants with respect to the Payment Orders.

The Debtors, therefore, will:

   (a) file a separate complaint against each person or
       corporate group that received a Payment greater than
       $1,000,000;

   (b) name each local affiliate of national newspaper chains,
       but include all affiliates of a chain in a single
       complaint, since many of the Payments went to local
       affiliates of national newspaper chains; and

   (c) file one compliant against all other recipients of the
       Payments pursuant to each of the four Payment Orders.

The Debtors, in addition to filing complaints against corporate
groups, would also file four multiple defendant complaints, one
for each of the four Payment Orders.  Moreover, the Debtors will
file separate complaints against the recipients of the largest
Payments because these parties are most likely to file answers or
other responsive or dispositive pleadings that will be easier to
track if filed in a single defendant case.  The Debtors expect
that many recipients of smaller Payments will seek to settle the
actions against them prior to answering or filing other
responsive pleadings. (Kmart Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


LUDGATE INSURANCE: Section 304 Petition Summary
-----------------------------------------------
Petitioner: The Board of Directors of the Debtor

Debtor: Ludgate Insurance Company Limited
        Shepherds Oast
        70 The Heath, East Malling
        Kent ME19 6JL
        London, UK

Case No.: 04-10590

Type of Business: The Debtor is an Insurance company.

Section 304 Petition Date: January 30, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Petitioner's Counsel: Howard Seife, Esq.
                      Chadbourne & Parke LLP
                      30 Rockefeller Plaza
                      New York, NY 10112
                      Tel: 212-408-5361
                      Fax: 212-541-5369

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million


MAGELLAN HEALTH: Court Okays Stipulation Settling Docsley Claims
----------------------------------------------------------------
On June 27, 2003, Docsley Associates Limited Partnership timely
filed an unsecured claim in the Magellan Health Debtors' Chapter
11 cases.  The Claim relates to a certain sublease of property and
related guarantees.  

On June 30, 1994, Charter Springwood Behavioral Health System,
Inc., a Magellan non-debtor subsidiary, entered into an agreement  
with lessor Docsley and Leesburg Institute, Inc., the original
tenant, to sublease a tract of land located on the west side of
Route 15 and the north side of Route 740 in Loudoun County,
Virginia.  In conjunction with the 1994 Agreement, Magellan's
predecessor-in-interest, Charter Behavioral Health Systems, Inc.,
guaranteed Charter Springwood's obligations under the Sublease.

By a June 9, 1997 agreement:

   (1) Charter Springwood assigned the Sublease to Charter  
       Springwood Behavioral Health System, LLC, another non-
       debtor Magellan subsidiary; and

   (2) Magellan reaffirmed its obligations under the 1994  
       Agreement and further agreed to guarantee the obligations  
       of Springwood LLC.

On June 16, 1998, Springwood LLC assigned its interest in the
Sublease to LPI, LLC, an entity unaffiliated with Magellan, and  
Magellan confirmed its continuing obligation as guarantor of the  
Sublease pursuant to the 1997 Agreement.

In 2001, Docsley informed Magellan that LPI was in default under  
the Sublease and that Docsley and LPI negotiated a new amended  
and restated sublease to resolve the default.  Docsley further  
informed Magellan that the Amended Sublease was being held in  
escrow pending Magellan's agreement to guarantee the Amended  
Sublease.  Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP,  
in New York, reports that Magellan, by letter dated August 28,  
2001, agreed to execute a new guarantee, subject to certain  
limitations.  However, Magellan did not execute a new guarantee  
agreement.

Docsley asserts that Magellan Health Services, Inc., as a
guarantor of LPI's obligations under the Sublease, has a
contingent, unsecured obligation to Docsley amounting to
$5,000,000 plus $17,000 in attorneys' fees.

The Debtors objected to the Claim and sought to expunge the Claim
in its entirety on the grounds that the Debtors have no liability
to Docsley under the Claim.  Docsley did not respond to the
Objection.  On October 8, 2003, the Court disallowed and expunged
the Claim.

On September 18, 2003, Magellan sought to reject the Sublease and
the related guarantees.  The Debtors stated that they did not
believe that the Sublease or the related guarantees were
executory, or unexpired.  They wanted to reject the agreements to
avoid an argument that the Sublease or the related guarantees
were assumed.

On October 23, 2003, Docsley objected to the Debtors' request.  
Docsley acknowledged, among other things, that the guarantees are
not executory and, as a consequence, could not have been assumed
by the Debtors.  As a result, Magellan determined to withdraw its
request solely with respect to the guarantees.

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

The parties agree that:

   (1) The Debtors will pay to Docsley $35,000 in cash, in full  
       payment and settlement of the Claim;

   (2) Docsley acknowledges that Magellan has no remaining  
       obligations under the Sublease and the related guarantees;
       and

   (3) Docsley and Magellan will withdraw their requests.

                       *   *   *

Judge Beatty approves the parties' Stipulation.

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)  


MARINER ENERGY: S&P Places Junk Credit Rating on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CC' corporate
credit rating on independent oil and natural gas exploration and
production company Mariner Energy Inc. on CreditWatch with
positive implications.

The rating action follows the announcement that Enron Corp. has
agreed to sell its Mariner upstream oil and gas operation for $271
million in a leveraged management buyout by Carlyle Group energy
fund Riverstone Holdings. The rating action is due to the positive
implications related to the company's pending separation from its
parent, Enron.

"The CreditWatch will be resolved in the near term, pending the
federal bankruptcy court's approval of the deal in a hearing set
for Feb. 19 and our review of the company's financial and business
profiles," said Standard & Poor's credit analyst Andrew Watt.

Before the sale of its remaining interest in Falcon Corridor,
Houston, Texas-based Mariner had a 2002 reserve base of 202
billion cubic feet equivalent (67% natural gas; 43% proved
developed; 5.1 reserve to production ratio), which was largely
concentrated in the deepwater Gulf of Mexico (55%).


MASSEY ENERGY: 4th-Quarter Results In Line with Previous Guidance
-----------------------------------------------------------------
Massey Energy Company (NYSE: MEE) reported that financial results
for its fourth quarter ended December 31, 2003 were in line with
its previously issued guidance.  Produced coal revenues of $323.1
million were up slightly in the 2003 fourth quarter and EBITDA
increased 17% to $40.2 million from $34.3 million in the fourth
quarter of 2002.

Coal sales volume for the quarter remained relatively flat, at
10.3 million tons in 2003 versus 10.4 million tons in 2002.  
Massey reported an after-tax loss for the fourth quarter of $16.7
million, or $0.22 per share, compared to a loss of $10.6 million,
or $0.14 per share for the comparable period in 2002.  The fourth
quarter 2003 loss included a pre-tax charge to interest expense of
$6.3 million, or $0.05 per share, primarily for unamortized
financing costs related to the Company's previous credit facility.
These costs were written off at the time of the November private
offering. The fourth quarter 2002 loss included a pre-tax charge
of $10.6 million, or $0.08 per share, representing an arbitration
award in favor of Duke Energy related to a contract dispute.

"Our fourth quarter results were within our projections and our
underground mining operations performed better," commented Don L.
Blankenship, Massey Chairman and CEO.  "The fourth quarter of each
year is generally a difficult quarter and this year was typical.  
Weather-related production issues and railroad disruptions also
contributed to higher costs."  Average cash costs for the fourth
quarter of 2003 were almost identical to cash costs in the fourth
quarter of 2002, excluding the impact of the Duke arbitration
award.

"As has been widely reported, the coal marketplace remains very
strong, both domestically and abroad," continued Blankenship.  The
combination of high natural gas prices, the improving economy, the
weak dollar, higher ocean freight rates and limited coal supply
from Central Appalachia has all contributed to this improvement.  
Moreover, while coal demand for electricity generation is
currently expected to grow by over 2% in 2004, metallurgical coal
demand has also accelerated.  "We believe that the shortage of
coal to meet the demand is more than a short-term phenomenon,"
said Blankenship. "Worldwide demand for coal appears strong and is
likely to continue to be strong."

For the full year 2003, produced coal revenues decreased 4%, to
$1.26 billion compared to $1.32 billion for 2002.  Coal sales
volume for the full year decreased by 3% to 41.0 million tons in
2003 from 42.1 million tons in the same twelve-month period in
2002.  The Company reported an after-tax loss for the year of
$32.3 million, or $0.43 per share, before a $7.9 million, or
$0.11 per share, charge to record the cumulative effect of an
accounting change.  Including this charge, the Company reported a
loss of $40.2 million, or $0.54 per share, compared to a loss of
$32.6 million, or $0.44 per share, in 2002.  The 2002 loss
included pre-tax charges totaling $49.4 million, or $0.42 per
share, related to the reserve taken subsequent to the Harman jury
verdict, the Duke arbitration award and the write-off of
capitalized development costs.  EBITDA for 2003 totaled $179.0
million, compared to $181.0 million in the previous year.

On November 10, 2003, the Company reported the refinancing of its
credit facility and term loan with a $360 million private offering
of 6.625% Senior Notes due November 15, 2010.  Subsequent to the
fourth quarter, the Company completed the realignment of its debt
structure with a new asset-based revolving credit facility, which
replaced an existing $80 million accounts receivable financing
program and provides for borrowings of up to $130 million,
including a $100 million sublimit for letters of credit.  This
realignment began in May of 2003 when the Company issued $132
million in 4.75% Convertible Senior Notes and resulted in an
improved cash position and an increase in overall liquidity.

Massey ended the fourth quarter with available liquidity of $149.4
million, including $60.6 million availability on its previously
outstanding accounts receivable program and $88.8 million in cash.  
Total debt at the end of the quarter was $788.0 million,
consisting of the $132 million of Convertible Senior Notes, $360
million of 6.625% Senior Notes, $283 million of 6.95% Senior Notes
and $16.2 million of capital lease obligations, less the fair
value hedging adjustment of $3.2 million related to an interest
rate swap on $240 million of the Company's November note offering.  
After deducting available cash of $88.8 million and restricted
cash of $141.8 million that supported letters of credit, net debt
totaled $557.4 million.  Total debt-to-book capitalization ratio
was 50.9% at December 31, 2003, an increase from 40.5% at
December 31, 2002.  Total net debt-to-book capitalization was
42.3% at December 31, 2003 compared to 39.0% at December 31, 2002.

The Company projects sales of 45 to 47 million tons in 2004, with
sales commitments currently at 45 million tons. The average sales
price per ton for 2004 is expected to be between $33.00 and
$34.00, compared to an average sales price per ton of $31.44 for
the fourth quarter of 2003 and $30.79 for the full year 2003.  
Current sales commitments for 2005 and 2006 total approximately 38
and 14 million tons, respectively, at higher sales prices.

"We continue to expect EBITDA of between $240 and $320 million for
2004," stated Blankenship.  "However, we expect a relatively weak
first quarter because, as often occurs this time of year, we are
experiencing weather-related operational and shipping issues,
combined with some lower-priced carryover tonnage."  The Company
further noted that its four longwalls are scheduled to move to new
panels in the first quarter ending March 31, 2004. The Company
anticipates shipping between 10.5 and 11.5 million tons during the
quarter at an estimated average price per ton of between $32.50
and $33.00. For the first quarter, Massey projects financial
results of between breakeven and a loss of $0.20 per share, and
EBITDA of between $40 and $60 million.

Capital expenditures during 2003 totaled $181 million, including
$20 million related to the purchase of surface mine reserves and
approximately $17 million related to the buyout of a longwall
equipment lease.  Capital expenditures in 2002 totaled $135
million.  The Company now anticipates capital expenditure levels
of between $160 and $180 million for 2004, excluding buyouts of
existing operating leases.  DD&A totaled $196.5 million in 2003
compared to $207.7 million in 2002, which included the write-off
of $13.2 million in capitalized development costs.  DD&A is
currently expected to total $200 to $210 million in 2004.

"We are encouraged by the receipt of new permits that will allow
us to mine in some lower cost areas at our Edwight, Constitution
and Superior surface mines," said Blankenship.  "We are also
investing in new surface mining equipment for several mines,
including our large Twilight mine, to help us improve our
productivity and respond to the strong market conditions."

Massey Energy Company (S&P, BB Corporate Credit Rating, Stable
Outlook), headquartered in Richmond, Virginia, is the fourth
largest coal company in the United States based on produced coal
revenue.


MATRIX ENERGY: September Working Capital Deficit Tops $479K
-----------------------------------------------------------
Matrix Energy Services Inc., along with its wholly owned
subsidiaries, is a developmental resource company engaged in oil
and gas exploration. In addition to exploration and development of
new properties, the Company redevelops currently producing oil and
gas fields.

Oil and natural gas are the principal products currently produced
by the Company. The Company does not refine or process the oil and
natural gas that it produces. The Company sells the oil it
produces under short-term contracts at market prices in the areas
in which the producing properties are located, generally at F.O.B.
field prices posted by the principal purchaser of oil in such
areas.

The Company focuses its exploration efforts on its holdings in
Texas. The Company is redeveloping existing fields in and around
Corsicana, Texas and other areas of the region where fields have
been partially depleted by conventional production methods, but
where significant, proven reserves of oil and gas still remain.
These fields can become commercially viable and provide long-term
revenue streams utilizing the latest technology.

The Company is currently negotiating with two sources of capital
to fund its future drilling operations as well as augment the
development of its Corsicana leasehold interests. These funding
opportunities are based both on equity and debt instruments of the
Company. The Company hopes to raise $2 to $3 million, however, no
documents have been executed and both sources are in the process
of completing their respective due diligence efforts. The Company
will make every effort to secure funding for its future drilling
opportunities.

The Company's net loss for the fiscal year ended
September 30, 2003, was $4,360,379, compared to a loss of
$2,330,758 for the fiscal year ended September 30, 2002. This
$2,029,621 increase in loss was primarily the result of the
disposal of the BLM acreage  and the increase in the amortization
of prepaid consulting fees in 2003. Net cash used in operating
activities was $186,337 for the fiscal year ended September 30,
2002, and $326,796 for the fiscal year ended September 30, 2003.
The Company may continue to incur net losses and, to the extent
that it remains without operational funding, such losses may
continue.

The Company's working capital deficit on September 30, 2003, was
$479,440 compared to a surplus of $1,338,025 on
September 30, 2002. This $1,817,465 decrease in working capital
resulted primarily from the amortization of the current portion of
prepaid consulting fees for services to be rendered through March
2004.

The growth of the Company's business will require substantial
capital on a continuing basis, and there is no assurance that any
such required additional capital will be available on satisfactory
terms and conditions, if at all. There is also no assurance that
the Company will not pursue, from time to time, opportunities to
acquire oil and natural gas properties and businesses that may
utilize the capital currently expected to be available for its
present operations. The amount and timing of the Company's future
capital requirements, if any, will depend upon a number of
factors, including drilling costs, transportation costs, equipment
costs, marketing expenses, staffing levels and competitive
conditions, and any purchases or dispositions of assets, many of
which are not within the Company's control. Failure to obtain any
required additional financing could materially adversely affect
the growth, cash flow and earnings of the Company. In addition,
the Company's pursuit of additional capital could result in the
incurrence of additional debt or potentially dilutive issuances of
additional equity securities.

The Company's independent auditing firm, Killman, Murrell & Co.,
P.C. of Dallas, Texas, in it Auditors Report dated December 12,
2003, stated:  "The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a
going concern. As discussed in Note 9 to the consolidated
financial statements, the Company has suffered recurring losses
from operations and its limited capital resources raise
substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are
described in Note 9. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty."


MERRILL LYNCH: S&P Cuts Ratings on Classes F & G Notes to B+/B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of Merrill Lynch Mortgage Investors Inc.'s mortgage pass-
through certificates from series 1998-C3. At the same time,
ratings are raised on two classes and affirmed on six
other classes from the same transaction.

The lowered ratings reflect deteriorating credit fundamentals and
liquidity issues related to the disposition of a specially
serviced asset in the near future. The raised ratings reflect
increased credit support levels resulting from loan payoffs. The
affirmed ratings reflect credit enhancement levels that adequately
support the ratings under various stress scenarios.

According to the special servicer, General Electric Capital Realty
Group Inc., there are two specially serviced loans ($12.7 million,
2% of the loan pool). Both loans are delinquent. The remaining
loans in the pool are current.

Standard & Poor's obtained the following details regarding the two
specially serviced loans:

     -- A 27,200-square-foot (sq. ft.) former furniture store in
        Anderson, Ind. is collateral for a $3.0 million loan. The
        property is REO and was transferred to special servicing
        Sept. 21, 2000. The former sole tenant, Heilig Meyers,
        vacated the property. The property is under contract for
        less than the reported total advances on the loan, and has
        an expected closing within the next month. Interest
        shortfalls will occur as a direct result of the property
        liquidation. The loan was deemed non-recoverable in
        December 2003. The most recent appraisal reduction amount
        (ARA) against the loan was $2.5 million.

     -- A 292-room, full-service hotel in Essington, Pennsylvania,
        secures the 10th-largest loan in the pool, at $9.7
        million. The loan is more than 90 days delinquent.
        Environmental damage occurred after a fuel pipeline
        running across the property ruptured and released several
        thousand gallons of fuel. Environmental remediation is
        expected to take several years. The environmental cleanup
        is the subject of lawsuit scheduled to begin in the next
        few months. However, the environmental damage has not
        significantly impaired the property's operating
        performance. As of Nov. 30, 2003, occupancy was 58% and
        the average daily rate was $61.68, both only slightly down
        from last year. An ARA of $4.1 million is outstanding
        against the loan.

The master servicer, GEMSA Loan Services L.P., reported a
watchlist including 35 loans, with an aggregate principal balance
of $158.1 million (30%). The majority of the loans are on the
watchlist due to occupancy issues, lease expirations, or low net
cash flow debt service coverage ratio levels.

The third-, fifth-, sixth-, and eighth-largest loans in the pool,
which have a cumulative principal balance of $59.2 million (11%),
are all on the watchlist due to occupancy issues. The fifth-
largest loan ($14.2 million) is secured by industrial/flex
building in Philadelphia, Penn. The property has historically
operated at 70% to 80% occupancy. The last reported occupancy was
78% as of Sept. 30, 2003. The sixth-largest loan ($12.7
million) is secured by a luxury apartment property in Dallas,
Texas. Due to the economic conditions in the Dallas area, and
because of the property's partial conversion to apartments from
condominiums, the property has suffered from weak occupancy and
low DSCR, despite excellent inspection ratings. The last reported
DSCR was 0.89x as of Sept. 30, 2003. The remaining top 10 loans on
the watchlist suffer from occupancy issues, which are expected to
improve in the near term.

As of Jan. 15, 2004, GEMSA reported that the trust collateral
consisted of 124 loans with an outstanding principal balance of
$520.7 million, down from 139 loans totaling $638.4 million at
issuance. GEMSA reported year-end 2002 financial information for
97% of the pool. Based on this information, Standard & Poor's
calculated that the DSCR for the current pool increased slightly
to 1.44x, up from 1.43x at issuance. The current top 10 loans have
an aggregate outstanding balance of $195.9 million (38%). The
weighted average DSCR for the top 10 loans decreased to 1.39x,
down from 1.46x at issuance, due to the fact that five of the
loans are specially serviced or on the watchlist for poor
performance.

The pool is geographically diverse, with collateral in 27 states.
Geographic concentrations in excess of 10% are in Texas (20%), New
York (15%), and California (15%). Property type concentrations
include multifamily (43%), retail (21%), office (16%), and
industrial (10%), with the balance of the loans secured by hotel,
senior housing, self-storage, mixed use, and manufactured housing
properties.

Standard & Poor's stressed various loans in its analysis and the
resultant credit enhancement levels adequately support the rating
actions.
   
                        RATINGS LOWERED
   
        Merrill Lynch Mortgage Investors Inc.
        Mortgage pass-through certs series 1998-C3
   
                   Rating
        Class   To         From   Credit Enhancement (%)
        F       B+         BB-                     4.87
        G       B-         B                       3.95
    
                        RATINGS RAISED
   
        Merrill Lynch Mortgage Investors Inc.
        Mortgage pass-through certs series 1998-C3
   
                   Rating
        Class   To         From   Credit Enhancement (%)
        B       AA+        AA                     27.25
        C       A+         A                      20.51
    
                        RATINGS AFFIRMED
   
        Merrill Lynch Mortgage Investors Inc.
        Mortgage pass-through certs series 1998-C3
   
        Class   Rating   Credit Enhancement (%)
        A-1     AAA                      33.69
        A-2     AAA                      33.69
        A-3     AAA                      33.69
        D       BBB                      13.15
        E       BBB-                     11.62
        IO      AAA                      N.A.


MIRANT CORP: Governmental Claims Bar Date Stretched to February 11
------------------------------------------------------------------
The deadline for governmental entities to file claims against the
Initial Debtors and the Wrightsville Debtors expired on
January 12, 2004.

The Internal Revenue Service provided the Debtors with a list of
outstanding issues relating to certain of the Debtors'
prepetition tax and reporting obligations to the IRS.  In this
connection, the IRS and the Debtors have diligently cooperated in
attempting to resolve the Outstanding Issues.  In particular, the
Debtors have provided the IRS with significant supporting
documentations and information that the Debtors believe resolves
substantially all of the Outstanding Issues.  The Debtors intend
to continue to provide additional supporting documentation and
information to resolve any remaining Outstanding Issues and any
additional concerns the IRS would raise.

The IRS is in the process of reviewing the documentation and
information the Debtors provided and may have additional concerns
or questions based on the review.  In addition, the IRS believes
that it may need additional time to meaningfully review the
supplemental documentation and information the Debtors provided
to date.

Accordingly, with Judge Lynn's approval, the Debtors and the IRS
agree to extend the Governmental Bar Date to February 11, 2004,
solely with respect to the IRS.  The extension will give the
Debtors the opportunity to consensually resolve the Outstanding
Issues and alleviate the need for the IRS to file substantial
claims to protect certain unresolved interests. (Mirant Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


NET PERCEPTIONS: Gets Proposals and Intends to Pursue Liquidation
-----------------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) received various proposals in
response to the Company's previously announced procedures for the
submission of best and final acquisition proposals, including the
previously announced agreement submitted by Obsidian Enterprises,
Inc. proposing an acquisition of the Company for the same
consideration offered by Obsidian in its pending exchange offer,
with certain additional conditions.

The Company's board of directors carefully considered and reviewed
with its financial and legal advisors the financial and other
material terms and conditions of the transactions proposed in
those submissions which the board determined reflected a good
faith effort to comply with the previously announced procedures or
otherwise merited further consideration and review.

Based on this process and such consideration and review, the board
unanimously determined that implementation of the plan of
liquidation, rather than pursuing and entering into any of such
transactions, was the course most likely to obtain the highest
value reasonably available to stockholders. Accordingly, the
Company intends to continue at this time to seek stockholder
approval of, and implement, the plan of liquidation. The Company
is working diligently to complete the SEC review process with
respect to its preliminary proxy statement relating to a special
meeting of stockholders at which the plan of liquidation would be
voted upon, and expects to refile with the SEC as soon as possible
revised preliminary proxy materials which will include a full
description of the acquisition proposal process and the reasons
for the board's decision to proceed with the plan of liquidation.
Once the SEC review process has been completed, the Company will
promptly set and announce a date for the special meeting.

        Additional Information About the Plan of Liquidation
                     and Where to Find It

In connection with the proposed plan of complete liquidation and
dissolution, on January 6, 2004, the Company filed with the SEC
revised preliminary forms of, and expects to file with the SEC
further revised and definitive forms of, a proxy statement and
other relevant materials. SECURITY HOLDERS OF THE COMPANY SHOULD
READ THE APPLICABLE PROXY STATEMENT AND THE OTHER RELEVANT
MATERIALS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE PLAN OF LIQUIDATION.
Investors and security holders may obtain a copy of the applicable
proxy statement and such other relevant materials (when and if
they become available), and any other documents filed by the
Company with the SEC, for free at the SEC's web site at
www.sec.gov, or at no charge from the Company by directing a
request to: Net Perceptions, Inc., 7700 France Avenue South,
Edina, Minnesota 55435, Attention: President.

The Company and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the
Company's stockholders with respect to the proposed plan of
complete liquidation and dissolution. Information regarding the
direct and indirect interests of the Company's executive officers
and directors in the proposed plan of complete liquidation and
dissolution is included in the revised preliminary form of, and
will be included in any definitive form of, the proxy statement
filed with the SEC in connection with such proposed plan.

                         *    *    *

                     Plan of Liquidation

In its latest Form 10-Q filed for period ended September 30, 2003,
Net Perceptions reported:

"The condensed consolidated financial statements were prepared on
the going concern basis of accounting, which contemplates
realization of assets and satisfaction of liabilities in the
normal course of business. On October 21, 2003, the Company
announced that its Board of Directors had unanimously approved a
Plan of Complete Liquidation and Dissolution which will be
submitted to the Company's stockholders for approval and adoption
at a special meeting of stockholders to be held as soon as
reasonably practicable. If the Company's stockholders approve the
Plan of Liquidation, the Company will adopt the liquidation basis
of accounting effective upon such approval. Inherent in the
liquidation basis of accounting are significant management
estimates and judgments. Under the liquidation basis of
accounting, assets are stated at their estimated net realizable
values and liabilities, including costs of liquidation, are stated
at their anticipated settlement amounts, all of which approximate
their estimated fair values. The estimated net realizable values
of assets and settlement amounts of liabilities will represent
management's best estimate of the recoverable values of the assets
and settlement amounts of liabilities.

"A preliminary proxy statement related to the Plan of Liquidation
was filed on Schedule 14A with the Securities and Exchange
Commission on November 4, 2003. The key features of the Plan of
Liquidation are (i) filing a Certificate of Dissolution with the
Secretary of State of Delaware and thereafter remaining in
existence as a non-operating entity for three years; (ii) winding
up our affairs, including selling remaining non-cash assets of the
Company, and taking such action as may be necessary to preserve
the value of our assets and distributing our assets in accordance
with the Plan; (iii) paying our creditors; (iv) terminating any of
our remaining commercial agreements, relationships or outstanding
obligations; (v) resolving our outstanding litigation; (vi)
establishing a contingency reserve for payment of the Company's
expenses and liabilities; and (vii) preparing to make
distributions to our stockholders."


NORTEL NETWORKS: Fourth-Quarter Results Enter Positive Territory
----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) reported unaudited
results for the fourth quarter and the year 2003 prepared in
accordance with United States generally accepted accounting
principles.

                 Fourth Quarter 2003 Results

Revenues were US$2.83 billion for the fourth quarter of 2003
compared to US$2.53 billion for the fourth quarter of 2002 and
US$2.27 billion for the third quarter of 2003. Nortel Networks
reported net earnings in the fourth quarter of 2003 of US$499
million, or US$0.11 per common share on a diluted basis, compared
to a net loss of US$168 million, or US$0.04 per common share, in
the fourth quarter of 2002 and net earnings of US$185 million, or
US$0.04 per common share on a diluted basis, in the third quarter
of 2003.

Net earnings in the fourth quarter of 2003 included US$109 million
of net earnings from discontinued operations -- net of tax;
charges of US$14 million for deferred stock option compensation
associated with acquisitions; and US$9 million of special charges
related to restructuring activities. The Company's results also
reflected a net tax benefit of US$37 million which included a net
benefit of US$41 million associated with tax audits and
settlements.

Commenting on Nortel Networks financial performance, Frank Dunn,
president and chief executive officer, Nortel Networks, said,
"With the challenges that we faced in 2003, the Company had a
tremendous year, truly marking a turning point for Nortel
Networks. I am extremely proud of the dedication, passion and
commitment of the entire employee team that delivered the
performance not only in the fourth quarter, but throughout the
year."

Some highlights of Nortel Networks recent market successes
include:

                        Wireless Data

-- Strategic Universal Mobile Telecommunications System contract
   win with Partner Communications (a Hutchison property) to build
   what is expected to be Israel's first third generation UMTS
   wireless network;

-- Trial of a breakthrough WLAN (Wireless Local Area Network)
   architecture with MIT (Massachusetts Institute of Technology)
   and plans for a jointly proposed trial with BT (British
   Telecom) and one of its leading customers, to drive
   significantly reduced service provider costs for transport of
   high-speed wireless data from Wi-Fi (Wireless Fidelity)
   networks to wired broadband networks;

-- Global System for Mobile communications momentum in
   Asia, with a contract win to expand the capacity of Pak Telecom
   Mobile Limited's Ufone 900 digital wireless network, as well as
   a deployment with China Mobile to expand and upgrade its GSM
   network;

                        Voice over Packet

-- Selection by Verizon to be its supplier to build the largest
   U.S. converged, packet-switched wireline network using Voice
   over Internet Protocol technology. The network is expected to
   offer one of the industry's most comprehensive suites of Voice
   over IP and multimedia services, providing consumers and
   businesses with communications capabilities that dramatically
   increase functionality, mobility and productivity;

-- Further momentum in converged packet networks using Voice over
   IP technology for Class 5 applications, with contract wins with
   Dacom (Korea) and Chunghwa Telecom (Taiwan) for multimedia
   services, and with CODETEL (Dominican Republic) and Cable &
   Wireless (Cayman Islands) for Voice over IP access technology,
   including Internet Protocol ("IP") enabled Succession Media
   Gateway 9000 deployments;

-- Momentum in the deployment of enterprise IP Telephony
   solutions, with Inbal Insurance (Jerusalem) and the Sheraton
   New York Hotel & Towers marking Nortel Networks 50 millionth
   enterprise telephony line deployment;

-- Extended ties with BellSouth with a contract to supply IP
   Telephony solutions to small and medium-sized businesses and
   branch offices with voice and data convergence packages;

            Multimedia Services and Applications

-- As part of Nortel Networks Secure Mobility initiative,
   announcement of an industry leading Virtual Private Network      
   gateway to support IPSec (Internet Protocol Security) and SSL
   (Secure Socket Layer) remote access, and a VPN secure mobility
   solution deployment by Unidad Editorial, Spain's second largest
   newspaper by circulation;

-- Deployments of Nortel Networks Enterprise Network and Service
   Management suite to enable real-time network services like IP
   Telephony and video by Southern Company (one of the largest
   electric utilities in the U.S.) to manage its network for power
   grid control and provide IP Telephony and advanced customer
   service applications, and by Manchester City Council (one of
   the largest metropolitan districts in the U.K.) to simplify and
   centralize network management;

-- Multimedia Communication Server 5100, a Session Initiation
   Protocol (SIP)-based IP PBX, won the Network World Blue Ribbon
   award for its high grade collaboration features, including
   videoconferencing, instant messaging, white boarding and web
   co-browsing, as well as network management and security;

                     Broadband Networking

-- Announcement of a two year frame agreement under which Bell
   Canada plans to invest CDN$170 million in Nortel Networks
   optical technology, such as the Optical Mutiservice Edge
   platform and the OPTera HDX optical switch, to enhance Bell
   Canada's ability to deliver hosted IP Telephony and multimedia
   services; and an announcement of a joint Optical Innovation
   Center that will accelerate the deployment of new IP-oriented
   optical solutions;

-- Strong momentum with metro optical C/DWDM (Coarse or Dense
   Wavelength Division Multiplexing) solutions, with deployments
   of the OPTera 5000 line of products by cable operators such as
   Mediacom and Lightpath, and enterprises, such as CGI Group and
   ENMAX Envision and contract wins with voice carriers such as T-
   Com (fixed network division of Deutsche Telekom);

-- Success in the utility sector, with deployments of the OPTera
   3000 line of metro optical next-generation SONET (Synchronous
   Optical Network) solutions by the Vermont Electric Power
   Company and L.A. Department of Water and Power;

-- Continued traction with Optical Ethernet solutions, with
   deployments of the OPTera 1000 series of products by Golden
   Telecom (Russia) and cable telecom operator Retecal (Spain);
   and

-- Launch of a three year strategic relationship with Avici
   Systems to integrate, sell and support Avici's carrier-class
   core routers, allowing Nortel Networks to offer end-to-end
   networking solutions for carriers, to help with seamless
   transition to Voice over IP and converged wireline/wireless
   networks.

                           Outlook

Commenting on the Company's outlook, Dunn said, "As we enter 2004,
we remain committed to our business strategy of technology and
solutions leadership in helping our customers transform their
networks and implement new applications and services to drive
improved productivity, reduced costs and revenue growth. While we
expect that the percentage growth in the overall capital spending
by our customers will be in the low single digits in 2004 compared
to 2003, we expect to grow faster than the market by leveraging
our particular strengths in Voice over IP and wireless data
solutions."

For the first quarter of 2004, the Company expects a seasonal
decline in revenues compared to the fourth quarter of 2003.

          Breakdown of Fourth Quarter 2003 Revenues

Revenues by segment

Compared to the fourth quarter of 2002, Wireless Networks revenues
increased 33 percent, Enterprise Networks revenues decreased 2
percent, Wireline Networks revenues increased 9 percent and
Optical Networks revenues decreased 18 percent. Compared to the
third quarter of 2003, Wireless Networks revenues increased 35
percent, Enterprise Networks revenues increased 10 percent,
Wireline Networks revenues increased 26 percent and Optical
Networks revenues increased 16 percent.

Revenues by geographic region

Compared to the fourth quarter of 2002, the United States
increased 26 percent, Europe, Middle East and Africa region
("EMEA") decreased 5 percent, Canada increased 48 percent and
Other decreased 12 percent. Compared to the third quarter of 2003,
the United States increased 38 percent, EMEA increased 11 percent,
Canada increased 56 percent and Other decreased 2 percent.

Gross margin

Gross margin was 48 percent of sales in the fourth quarter of
2003, including a benefit of approximately 1 percentage point from
non-recurring purchase discounts related to the finalization of
the JDS Uniphase purchase arrangement. Nortel Networks continues
to expect its gross margin percentage to trend in the mid 40's
range over the near term.

Expenses

Selling, general and administrative expenses were US$482 million
in the fourth quarter of 2003, which included a benefit of US$37
million related to a net reduction in provisions as a result of
collections in the quarter of certain trade and financed
receivables. This compares to SG&A expenses of US$473 million for
the fourth quarter of 2002 and US$486 million for the third
quarter of 2003.

Research and development expenses were US$523 million in the
fourth quarter of 2003, compared to US$498 million for the fourth
quarter of 2002 and US$485 million for the third quarter of 2003.
The increased R&D expenses in the quarter reflected additional
program spending in wireless data solutions.

Other income (expense) - net was US$97 million income for the
fourth quarter of 2003, which primarily related to interest and
investment income of US$42 million (including US$17 million of
mark to market investment gains), net foreign exchange gains of
US$18 million and a gain of US$17 million resulting from the
finalization of the valuations related to changes in ownership of
certain European operations.

Discontinued Operations

The Company reported net earnings from discontinued operations of
US$109 million, which primarily reflected a gain in the amount of
US$31 million from the disposition of shares in Arris Group Inc.,
a collection of US$26 million of previously deemed uncollectible
receivables and a gain of US$18 million for the sale of our fixed
wireless access business.

Pension Related Matters

The Company recorded a non-cash charge in the fourth quarter of
2003 to shareholders' equity of US$374 million (US$318 million
after-tax) related to the minimum required recognizable deficit
associated with the Company's pension plans.

The Company expects its pension plans to have a deficit of
approximately US$1.9 billion at December 31, 2003. In 2003, strong
pension asset returns and cash contributions were more than offset
by the impact of declines in discount rates and foreign exchange
rates.

Cash

Cash balance at the end of the fourth quarter of 2003 was US$4.0
billion which was up from US$3.6 billion at the end of the third
quarter of 2003. This increase in cash from the end of the third
quarter was primarily driven by cash from operations of US$264
million which included cash payments for restructuring of US$106
million. In addition, Nortel Networks received US$73 million of
net proceeds from discontinued operations resulting from the sale
of a minority investment and the collection of previously deemed
uncollectible receivables.

Year 2003 Results

For the year 2003, revenues were US$9.81 billion compared to
US$10.57 billion for the year 2002. Nortel Networks reported net
earnings of US$732 million, or US$0.17 per common share on a
diluted basis for the year 2003, compared to a net loss of US$3.27
billion, or US$0.85 per common share, for the year 2002. The year
2003 results included US$353 million of net earnings from
discontinued operations - net of tax; US$189 million of special
charges for restructuring; and an aggregate of US$162 million for
the amortization of acquired technology and deferred stock option
compensation associated with acquisitions.

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


NORTEL NETWORKS: Annual Shareholders' Meeting Set for April 29
--------------------------------------------------------------
The board of directors of Nortel Networks Corporation (NYSE:NT)
(TSX:NT) called an annual and special meeting of shareholders to
be held on Thursday, April 29, 2004 in Toronto, Ontario.

The board of directors set the close of business on March 5, 2004
as the record date for determining the shareholders of the
Corporation entitled to receive notice of the meeting. Details of
the agenda for the annual and special meeting will be included in
Nortel Networks Corporation's proxy circular and proxy statement,
which is expected to be mailed to shareholders in early March.

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


NORTEL NETWORKS: Board Declares Preferred Share Dividends
---------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.

The annual dividend rate for each series floats in relation to
changes in the average of the prime rate of Royal Bank of Canada
and The Toronto-Dominion Bank during the preceding month and is
adjusted upwards or downwards on a monthly basis by an adjustment
factor which is based on the weighted average daily trading price
of each of the series for the preceding month, respectively. The
maximum monthly adjustment for changes in the weighted average
daily trading price of each of the series will be plus or minus
4.0% of Prime. The annual floating dividend rate applicable for a
month will in no event be less than 50% of Prime or greater than
Prime. The dividend on each series is payable on March 12, 2004 to
shareholders of record of such series at the close of business on
February 27, 2004.

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


NORTHWEST: Fitch Assigns B Rating to $300MM Sr. Unsecured Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to the $300 million in
senior unsecured notes issued by Northwest Airlines, Inc. The
notes carry a coupon rate of 10% and mature in 2009. The Rating
Outlook for Northwest is Negative.

The unsecured rating and the negative rating outlook reflect
Northwest's heavy debt load, high level of cash obligations over
the next few years and the lack of progress toward the achievement
of lower contract pay rates for unionized employees that would
bring the carrier's unit labor costs in line with its restructured
network carrier rivals. If competitive deals on amendable labor
contracts are reached, Northwest should be in a position to
deliver unit operating expenses at the low end of the network
airline peer group. However, progress toward this goal has been
slow. As a result, Northwest faces another year of marginal
profitability and cash flow results in spite of an improving
industry revenue environment.

Northwest continues to struggle with unit operating expenses that
remain above the new competitive cost benchmark being established
by the restructured network carriers--American and United.
Although management reiterated its hope on Jan. 23 that the
airline's unit labor cost premium could ultimately be erased,
there is no expectation that new collective bargaining agreements
with the pilots or ground workers can be reached quickly.
Negotiations with the Air Line Pilots Association have been
underway since last summer, when the pilot agreement became
amendable, and the company has been in talks with its ground
employees' union (the International Association of Machinists and
Aerospace Workers) since late 2002.

Liquidity remains a source of relative credit strength, given the
airline industry's ongoing exposure to external demand and fuel
price shocks. A year-end 2003 unrestricted cash balance of $2.8
billion allowed Northwest to retain the strongest ratio of
unrestricted cash to annual revenues among the U.S. network
carriers. The strong cash balance was supported by asset sales
completed in 2003 (including stakes in computer reservations
company Worldspan and online travel companies Orbitz and Hotwire).
An IPO of Northwest's Pinnacle regional airline unit provided
liquidity for Northwest's defined benefit pension plans, which
were funded in part during 2003 through a contribution of Pinnacle
stock.

A solid liquidity buffer will remain critical in light of the cash
flow pressures that Northwest faces in 2004 and 2005. Scheduled
debt maturities total more than $600 million this year and $1.4
billion (including $975 million of secured credit facilities) in
2005. Cash pension funding will also represent a major drain on
operating cash flow, but some required funding may be deferred if
Congress acts quickly to cut so-called deficit reduction
contributions made to underfunded airline pension plans. The
Senate voted yesterday to approve a deferral of most airline DRC
payments in 2004 and 2005. Northwest management on Jan. 23 noted
that 2004 cash funding of pension plans would not exceed the
accrued pension expense on the income statement of $450 million.

Following Northwest's recent asset sales, few unencumbered assets
are available to generate cash. Northwest has now issued debt on
an unsecured basis (including $300 million in convertible bonds
issued last fall) on three separate occasions over the past year.
Continued access to the capital markets is allowing Northwest to
counter the cash flow pressures posed by debt maturities and
required cash pension funding this year. Some of the liquidity
benefits, however, are being offset by the high coupon rate for
the current offering, which will drive higher interest expense.

In addition to strong cash balances, Northwest's credit position
is supported by better revenue fundamentals than those seen by the
other network carriers. Passenger unit revenue (revenue per
available seat mile) grew by 12% in the fourth quarter--outpacing
the rest of the industry by a comfortable margin. The unit revenue
improvement derived not only from strong load factors (up 3 points
system-wide versus the prior-year period), but also from better
pricing.

Passenger yields improved by 7% in the fourth quarter, in part
reflecting Northwest's discipline in adding back scheduled
capacity more slowly than the rest of the industry. The carrier's
unit revenue premium to the rest of the industry widened year-
over-year, reflecting more limited exposure to rapidly growing
low-cost carriers in the Heartland markets where Northwest
maintains a strong unit revenue position. Strengthening trans-
Pacific, trans-Atlantic and cargo demand has also supported
Northwest's relatively strong unit revenue performance.

Besides the risk of slow progress on the labor front, Northwest
and the entire U.S. industry face a high level of fuel price risk
this year that could undermine operating results and offset some
of the expected revenue improvement. Northwest has no fuel hedges
in place, and forecasts a full-year 2004 jet fuel price of 85 to
95 cents per gallon.


NATIONAL COAL: Must Raise Additional Funds to Maintain Future Ops.
------------------------------------------------------------------
National Coal Corporation was incorporated in Tennessee on
January 30, 2003. On March 28, 2003, National Coal Corporation
entered into a Share Purchase Agreement whereby it purchased from
an unrelated individual, 500,000 shares, or 22%, of Southern Group
International, Inc., a company incorporated in the State of
Florida on August 10, 1995. The shares were cancelled on
April 11, 2003, when the Board of Directors of Southern Group
International, Inc. approved an Agreement and Plan of
Reorganization whereby all the outstanding shares of National Coal
Corporation were exchanged for 34,200,000 shares of Southern Group
International, Inc.

The intended principal activity of the Company is surface coal
mining. The Company currently owns the coal mineral rights to the
New River Tract assemblage, which consists of approximately sixty
five thousand (65,000) acres that lie in Anderson, Campbell and
Scott counties, approximately twenty-five miles northwest of
Knoxville, Tennessee. At the present time there is one surface
mine - Patterson Mountain - producing coal under the New River
Tract mineral rights at the Devonia, Tennessee location, and one
independent mine operator - US Coal Corporation - which has made
royalty payments to the Company for coal which it has mined on
portions of the New River Tract.

No operations were conducted and no operating revenue was realized
from January 30, 2003 to June 30, 2003, and the Company only began
mining operations during the calendar third quarter. As of
September 30, 2003, the Company was totally illiquid and needed
cash infusions from shareholders to provide capital, or needed
loans from any sources available. At September 30, 2003, the
Company had negative working capital of approximately $4,800,500
and a stockholders' deficiency of approximately $2,058,500. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

In October 2003, the Company borrowed $25,000 from Jenco Capital
Corporation, an entity partially owned by the CEO of the Company.
In December 2003, the Company borrowed $105,000 from the CEO of
the Company. The notes payable accrue simple interest at an annual
rate of 8% and are payable on demand.

As of September 30, 2003, the Company's cash and cash equivalents
totaled approximately $22,200. The Company's operations generated
negative cash flow during the eight months ended Sept. 30, 2003,
and expects a significant use of cash during the remainder of
fiscal 2003 as the Company continues to initiate the business
opportunity for its coal mining operations. It is anticipated that
the current cash reserves, plus expected generation of cash from
operations which have recently commenced, will only be sufficient
to fund the anticipated expenditures into the early first quarter
of 2004. Consequently, the Company will require additional equity
or debt financing during the first quarter of 2004, the amount and
timing of which will depend in large part on the Company's
spending program. If additional funds are raised through the
issuance of equity securities, the current stockholders may
experience dilution. Furthermore, there can be no assurance that
additional financing will be available when needed or that if
available, such financing will include terms favorable to the
stockholders of the Company. If such financing is not available
when required or is not available on acceptable terms, the Company
may be unable to develop or enhance its mining operations, take
advantage of business opportunities or respond to competitive
pressures, any of which could have a material adverse effect on
the business, financial condition and results of operations of the
Company.


NORTEL NETWORKS: Board Sets Shareholders' Meeting & Record Dates
----------------------------------------------------------------
The board of directors of Nortel Networks Corporation
(NYSE:NT)(TSX:NT) called an annual and special meeting of
shareholders to be held on Thursday, April 29, 2004, in Toronto,
Ontario. The board of directors set the close of business on
March 5, 2004 as the record date for determining the shareholders
of the Corporation entitled to receive notice of the meeting.
Details of the agenda for the annual and special meeting will be
included in Nortel Networks Corporation's proxy circular and proxy
statement, which is expected to be mailed to shareholders in early
March.

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

Nortel Networks, the Nortel Networks logo, the Globemark, and
Business Without Boundaries are trademarks of Nortel Networks.


NORTEL NETWORKS: Declares Preferred Share Series 5 & 7 Dividends
----------------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G). The dividend amount for each series is calculated
in accordance with the terms and conditions applicable to each
respective series, as set out in the Company's articles. The
annual dividend rate for each series floats in relation to changes
in the average of the prime rate of Royal Bank of Canada and The
Toronto-Dominion Bank during the preceding month and is adjusted
upwards or downwards on a monthly basis by an adjustment factor
which is based on the weighted average daily trading price of each
of the series for the preceding month, respectively. The maximum
monthly adjustment for changes in the weighted average daily
trading price of each of the series will be plus or minus 4.0% of
Prime.

The annual floating dividend rate applicable for a month will in
no event be less than 50% of Prime or greater than Prime. The
dividend on each series is payable on March 12, 2004 to
shareholders of record of such series at the close of business on
February 27, 2004.

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

Nortel Networks, the Nortel Networks logo, the Globemark and
Business Without Boundaries are trademarks of Nortel Networks.


NRG ENERGY: New York Supreme Court Action Allowed to Proceed
------------------------------------------------------------
On June 13, 2001, Niagara Mohawk Power Corporation commenced a
lawsuit against NRG Energy, Inc., Dunkirk Power LLC and Huntley
Power LLC in the Supreme Court of the State of New York in
Onondaga County.  Niagara Mohawk sought a declaratory judgment
that under the terms of a certain Asset Sales Agreement between
Niagara Mohawk and NRG concerning Niagara Mohawk's sale of the
Huntley and Dunkirk coal-fired generating facilities, NRG, et al.
assumed all environmental liabilities at the Facilities,
including the cost of retrofitting the Facilities with new
environmental emissions controls and other equipment, with the
sole exception of governmental fines, penalties, or assessments
arising from events that occurred before the closing of the
Settlement Agreement.

NRG, et al. answered Niagara Mohawk's complaint in the
Litigation, denying the allegations, raising affirmative defenses
and asserting four counterclaims.  The first counterclaim seeks a
declaratory judgment that under the Settlement Agreement and a
certain joint defense agreement between NRG and Niagara Mohawk,
Niagara Mohawk is obligated to indemnify, defend and hold
harmless NRG, et al. for all liabilities arising from alleged
violations of the Clean Air Act at the Facilities prior to the
closing of the Settlement Agreement that the State of New York
has asserted against Niagara Mohawk and NRG, et al.

On August 27, 2002, NRG, et al. asked for a partial summary
judgment in New York Supreme Court, seeking a declaration that
Niagara Mohawk is obligated to indemnify NRG for its defense
costs in the Enforcement Action under the Joint Defense
Agreement.  Niagara Mohawk objected and asked the New York
Supreme Court to either deny NRG's request or grant summary
judgment in Niagara Mohawk's favor.

The Litigation, the Counterclaims, and the NRG Partial Summary
Judgment Motion were pending as of the Petition Date, and are now
pending before Judge Edward Carat in the New York Supreme Court.

The Parties stipulate that:

   (a) NRG, et al. will proceed with the NRG Partial Summary
       Judgment Motion in the New York Supreme Court.  If the New
       York Supreme Court rules that summary judgment will not
       be granted for either Party, the Parties will proceed with
       the Defense Costs Counterclaim until it is the subject of
       a final non-appealable order of the New York Supreme
       Court, or otherwise resolved.  The Parties agree that the
       provisions of Section 362 of the Bankruptcy Code are, to
       the extent necessary, modified to permit Niagara Mohawk  
       to take actions it deems necessary to defend itself
       against the NRG Partial Summary Judgment Motion and the
       Defense Costs Counterclaim; and

   (b) Niagara Mohawk acknowledges that it is barred by Section
       362 from continuing its claims under the Litigation absent
       relief from the Bankruptcy Court.

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


PACIFIC GAS: Judge Montali Enters Final Confirmation Order
----------------------------------------------------------
On January 5, 2004, Judge Montali issued his Findings of Fact and
Conclusions of Law explaining why Pacific Gas & Electric's plan
should be confirmed.  Judge Montali finds that the Plan satisfies
the 13 requirements for confirmation pursuant to Section 1129(a)
as well as the Bankruptcy Code's so-called "cram-down"
provisions:

A. Section 1129(a)(1) requires that a plan comply with
   "applicable provisions" of the Bankruptcy Code.  In
   determining whether the Settlement Plan complies with Section
   1129(a)(1), the Court must consider Section 1123(a), which
   sets forth items that a plan must contain, and Section 1122,
   which governs classification of claims:

   (a) Pursuant to Section 1122, the Settlement Plan classifies
       equity interests -- Classes 11 and 12 -- separately from
       all claims against PG&E -- Classes 1 through 10.  The
       Settlement Plan classifies secured claims -- Classes 2,
       3a, 3b, and 4a -- separately from unsecured claims --
       Classes 1, 4b, 4c, 4d, 4e, 4f, 4g, 5, 6, 7, 8, 9, and 10.
       Furthermore, unsecured priority claims -- Class 1 -- are
       separated from general unsecured claims -- Classes 4b, 4c,
       4d, 4e, 4f, 4g, 5, 6, 7, 8, 9, and 10 -- and provides for
       separate classification of different types of general
       unsecured claims;

   (b) Pursuant to Section 1123(a)(1), the Settlement Plan
       designates classes of claims and interests other that
       certain priority claims;

   (c) Pursuant to Section 1123(a)(2), the Settlement Plan
       summarizes all classes of claims and equity interests and
       states whether they are "impaired" or "unimpaired."
       Classes 1, 2, 4b, 4d, 4f, 4g, 6, 7, 8, 9, 10, 11, and 12
       are unimpaired.

       The Settlement Plan proposes to pay each holder of an
       allowed prior bond claim interest on its claims through
       the Settlement Plan effective date at the rate set forth
       in the contract.  The interest rate provided to the Class
       4f claimholders is the rate set forth in each holder's
       contract, which is the rate required to be paid pursuant
       to Section 1124 of the Bankruptcy Code.  Under the
       Settlement Plan, each Class 4f claimholder is receiving
       interest calculated in the manner precisely as bargained
       for its prior reimbursement agreement with PG&E.

       Each Class 4f claimholder will be paid on account of its
       claim an amount equal to:

       -- the outstanding reimbursement obligation, or portion
          thereof, owing to the claimholder;

       -- any and all accrued and unpaid interest owing to the
          claimholder in respect of its reimbursement obligation,
          or an applicable portion of it, at a fluctuating rate
          of interest in accordance with the terms of the prior
          reimbursement agreement; and

       -- all other amounts due and owing the claimholder under
          the terms of the prior reimbursement agreement, through
          the Effective Date;

   (d) Pursuant to Section 1123(a)(3), the Settlement Plan
       specifies the classes that are impaired and sets forth the
       treatment applicable to each class;

   (e) Pursuant to Section 1123(a)(4), the Settlement Plan
       reflects that the treatment of each of the claims or
       interests in each particular class is the same as the
       treatment of each of the other claims or interests in a
       class.  The claims in Class 4f are not substantially
       similar to the Claims in Class 5 because of the tax exempt
       status of the bonds secured by the letters of credit that
       back the claims in Class 4f.  Class 4f Claims are
       classified separately from Class 5 Claims due to PG&E's
       desire to preserve the tax-exempt status of the PC Bonds
       by re-issuance of the bonds post-confirmation.  The
       optional payment provisions in the Settlement Plan for the
       treatment of Claims in Class 4f are crafted to enhance
       PG&E's opportunity to re-issue the bonds on a tax-exempt
       basis;

   (f) Pursuant to Section 1123(a)(5), the Settlement Plan
       contains numerous provisions to facilitate implementation,
       including, the issuance of new debt securities, and the
       establishment of one or more credit facilities.  As of the
       Effective Date, the CPUC will have approved the:

       -- financings,
       -- securities and accounts receivable programs,
       -- the New Money Notes,
       -- the New Mortgage Bonds,
       -- the working capital facilities,
       -- the accounts receivable programs, and
       -- the hedging agreements

       No further act, action or approval is required by the CPUC
       as a condition to the financings;

   (g) Pursuant to Section 1123(a)(6), the Settlement Plan
       provides that "[t]he Articles of Incorporation and Bylaws
       of the Reorganized Debtor shall contain provisions
       necessary . . . to prohibit the issuance of nonvoting
       equity securities as required by Section 1123(a)(6) of the
       Bankruptcy Code, subject to further amendment of such
       Articles of Incorporation and Bylaws as permitted by
       applicable law. . . ."

   (h) Pursuant to Section 1123(a)(7), members of the Board of
       Directors of PG&E, immediately before the Plan
       Effective date, will serve as the Board of Directors of
       Reorganized PG&E on and after the Effective Date;

   (i) Pursuant to Section 1123(b)(2), the Settlement Plan
       provides the procedure for the assumption or rejection of
       any executory contracts and unexpired leases not
       previously assumed or rejected.  The contracts to be
       rejected does not include:

       -- The Purchase and Sale Agreement as of November 24, 1998
          between Mirant Delta, LLC and PG&E;

       -- The Purchase and Sale Agreement as of November 24, 2998
          between Mirant Potrero, LLC and PG&E;

       -- Any franchise fee agreements between PG&E and any of
          the counties joining in the objection by certain
          California County taxing authorities; and

       -- Any contracts between PG&E and the Placer County Water
          Agency.

       In addition, the Settlement Plan provides that within 30
       days after the Effective Date, PG&E will pay, in cash, all
       cure amounts arising:

       -- before the Petition Date; and

       -- from and after the Petition Date up to the date which
          is 60 days before the Effective Date.

       With respect to disputed defaults, the cure amounts will
       be paid within 30 days of the entry of a final order or a
       final settlement determining the amount of PG&E's
       liability, in compliance with the requirements of Sections
       365(b)(1)(A) and (B).

       Amount arising on or after 60 days before the Effective
       Date will be treated as "Ordinary Course Liabilities."
       Ordinary Course Liabilities will be paid in full and
       performed by PG&E in the ordinary course of business in
       accordance with the terms of and subject to the conditions
       of any agreements governing, instruments evidencing or
       other documents related to the transactions and pursuant
       to applicable laws, without the necessity of the filing of
       an administrative expense claim.

       Pursuant to the terms of each of the reimbursement
       agreements between the banks and PG&E, the issuing agent
       for the banks had the obligation to issue a letter of
       credit in a specified amount to a bond trustee for the
       benefit of the holders of the related series of prior
       bonds.  Under the reimbursement agreements, PG&E was
       required, among other things, to reimburse each bank's
       issuing agent for amounts drawn under its letter of
       credit, which remain outstanding.

       The ability of PG&E to cure all arrearages on assumed
       contracts and leases, and to provide adequate assurance of
       future performance of all assumed contracts and leases, is
       established by the financial feasibility of the Settlement
       Plan;

   (j) Pursuant to Section 1123(b)(3)(A), Reorganized PG&E and
       PG&E Corp. will release the CPUC, its present and former
       commissioners and employees, advisors, consultants, and
       professionals from all Causes of Action held by or
       assertable on behalf of PG&E or the PG&E Corp. or
       derivative of PG&E's or PG&E Corp.'s rights, that are
       expressly releases, resolved or dismissed pursuant to the
       Settlement Agreement.  CPUC will grant a similar release
       to Reorganized PG&E and PG&E Corp.

       The Settlement Plan also enables each of the Releases to
       release the Reorganized PG&E, PG&E Corp., and their
       affiliates from certain Causes of Action.

       Under the Settlement Plan, a list of various contingent
       and unliquidated claims of PG&E against third parties are
       to be retained by PG&E.  PG&E reserves its rights to
       pursue the claims.

B. Section 1129(a)(2) requires that the Plan Proponents comply
   with the applicable provisions of the Bankruptcy Code.  
   Specifically, the Settlement Plan contains exculpation
   provisions.  Additionally, the Settlement Plan does not
   exculpate any parties with respect to willful misconduct or
   gross negligence.

C. In accordance with Section 1129(a)(3), the Settlement Plan was
   proposed in good faith and not by any means forbidden by
   law.  The Settlement Plan is reasonably likely to enable PG&E
   to reorganize its business rather than liquidate.  The CPUC
   has approved the Settlement Agreement after it conducted a
   proceeding to determine if the Settlement Agreement is just,
   reasonable and in the public interest.  The Settlement Plan
   does not seek any declaratory or injunctive relief against the
   state of California or any official, agency or entity of
   California.  Furthermore, the waiver of sovereign immunity of
   the Settlement Agreement applies only to the CPUC and any
   other official, agency or entity of California acting on the
   CPUC's behalf.

D. The Settlement Plan satisfies the requirement of Section
   1129(a)(4) that certain professionals fees and expenses paid
   by the Plan Proponents be subject to Court approval.  Under
   the Settlement Plan, "holders of Professional Compensation and
   Reimbursement Claims shall file [with the Bankruptcy Court]
   their final applications for allowances of compensation for
   services rendered and reimbursement of expenses incurred
   through the Confirmation Date. . . ."  The applications are
   subject to review by the Court.  All payments to be made by
   PG&E to the CPUC for fees and expenses incurred in connection
   with PG&E' Chapter 11 case are also subject to the Bankruptcy
   Court's approval.

E. As required by Section 1129(a)(5), PG&E disclosed the
   identity and affiliations of the proposed officers and
   directors of Reorganized PG&E.

F. Section 1129(a)(6) requires that any regulatory commission
   having jurisdiction over the rates charged by Reorganized PG&E
   in the operation of its businesses approve any rate change
   provided for in the Settlement Plan.  The effectiveness of the
   Settlement Plan is conditioned on the CPUC having given its
   final approval for all rates, tariffs and agreements necessary
   to implement the Settlement Plan.  The CPUC will have
   rate-making and other jurisdiction over Reorganized PG&E after
   confirmation of the Settlement Plan.

G. The Settlement Plan is in the best interest of creditors and
   equity interest holders pursuant to Section 1129(a)(7).
   Class 12, which consists of common stock equity interests in
   PG&E, is the only class whose holders could retain less on
   account of their interests than they would receive if PG&E
   were liquidated.  Class 12 claimholders have unanimously
   accepted the Settlement Plan.

   The Settlement Plan proposes to pay holders of Preferred Stock
   and Equity Interests -- Class 11 -- all dividends and sinking
   fund payments accrued in respect of the Preferred Stock.  The
   Settlement Plan proposes to pay all Classes of creditors
   in full plus interest at a rate that is at least equal to the
   federal judgment rate set forth in 28 U.S.C. Section 1961(a),
   however, creditors in Classes 8 and 10 will not receive
   postpetition interest, except as provided under applicable
   non-bankruptcy law.

   Confirmation of the Settlement Plan will provide each holder
   of an Allowed Claim or Equity Interest in an impaired class
   that has rejected the Settlement Plan with a recovery that is
   not less than the holder would receive if PG&E were liquidate
   under Chapter 7.

H. Pursuant to Section 1129(a)(8), each Class has either accepted
   the Settlement Plan or is not impaired.  All classes entitled
   to vote on the Settlement Plan accepted the Plan, other than
   Class 3b, which cast no ballots.  The Settlement Plan will
   provide holders of claims in Class 3b with their "indubitable
   equivalent."  Accordingly, Class 3b is subject to the
   cram-down provisions of Section 1129(b).

I. The treatment of administrative claims, priority tax claims
   and other priority claims pursuant to the Settlement Plan
   satisfies that requirement of Section 1129(a)(9).  The
   Settlement Plan provides that except to the extent that the
   holder of a particular claim has agreed to a different
   treatment of the claim.  On the Effective Date, holders of
   administrative and priority claims will receive on account of
   the claim cash equal to the allowed amount of the claim.

J. Section 1129(a)(10) requires the affirmative acceptance of the
   Settlement Plan by at least one Class of impaired claims.  The
   Settlement Plan was accepted by all of the impaired classes of
   claims, with the sole exception of Class 3b, determined
   without including any acceptances of the Settlement Plan by an
   insider.

K. As required by Section 1129(a)(11), PG&E's financial
   projections illustrate the feasibility of the Settlement Plan
   and of Reorganized PG&E generally.  The payment obligations
   contained in the Settlement Plan will be financed though the
   issuance of new debt securities by Reorganized PG&E on or
   before the Effective Date, cash on hand, the reinstatement of
   certain debt, and to the extent Reorganized PG&E determines it
   to be necessary or appropriate, draws on one or more credit
   facilities established pursuant to the Settlement Plan.
   Confirmation of the Settlement Plan is not likely to be
   followed by liquidation or the need for further financial
   reorganization of PG&E or any successor under the Plan.  It is
   reasonably likely that Reorganized PG&E will emerge from
   bankruptcy as a viable, financially healthy company that will
   not require further reorganization or liquidation.  The terms
   of the Settlement Agreement will provide assurance to the
   financial community that the projections will be achieved with
   reasonable certainty.

   Moreover, it is reasonably likely that the securities to be
   offered by Reorganized PG&E under the Settlement Plan will be
   assigned investment grade credit ratings.  In particular:

   (a) The Settlement Agreement is structured to obtain an
       investment grade credit rating for the securities by
       giving Reorganized PG&E the ability to enforce the terms
       of the Settlement Agreement, the Settlement Plan, and the
       Confirmation Order to assure that Reorganized PG&E will be
       able to generate the projected income, and to preserve and
       enhance the value of its business over the term of the
       securities;

   (b) Part of the structuring of the Settlement Agreement to
       obtain an investment grade credit rating for the
       securities is the provision that the Settlement Agreement,
       the Settlement Plan, and the Confirmation Order provide
       that the Bankruptcy Court will retain enforcement
       jurisdiction for the full term of the Settlement
       Agreement; and

   (c) The provisions of the Settlement Agreement and the
       Settlement Plan are structured to obtain an investment
       grade credit rating by providing the market with
       sufficient confidence in Reorganized PG&E' ability to
       perform its obligation with respect to the securities by
       assuring that a neutral forum will be available during the
       full term of the Settlement Agreement to determine whether
       the parties have complied with their commitments under the
       Settlement Agreement, the Settlement Plan and the
       Confirmation Order.

   In addition, it is reasonably likely that Reorganized PG&E
   will be assigned an investment grade company credit rating.
   The market for investment grade securities contains much more
   capital available for investment than the market for sub-
   investment grade securities.  If given an investment grade
   credit rating, it is reasonably likely that the securities to
   be offered by Reorganized PG&E will be fully subscribed.
   UBS Securities is highly confident of its ability to arrange
   credit facilities and securities financing called for under
   the Settlement Plan.

   The Settlement Plan provides for satisfaction of all valid
   creditor claims, either through reinstatement or payment in
   cash with interest -- except for administrative expense claims
   and claims in Classes 8 and 10, which will only receive
   postpetition interest to the extent provided under applicable
   non-bankruptcy law.  It is reasonably likely that the
   Settlement Plan will enable PG&E as of the Effective Date to
   satisfy all allowed claims in full, to provide any required
   escrowed funds for disputed claims, and to supply any
   necessary operating cash.  Additionally, Class 8 Claim will be
   become allowed claims after the Effective Date by virtue of
   their resolution in the ordinary course of Reorganized
   PG&E's businesses.

   The assumptions used in generating financial projections are
   reasonable, and are based on reliable sources of financial
   data pertaining to Reorganized PG&E.

L. In satisfaction of the Section 1129(a)(12) requirement, the
   Settlement Plan provides for the payment, no later than the
   Effective Date, of all fees payable under 28 U.S.C. Section
   1930.

M. The Settlement Plan provides for the continuation of the
   retiree benefits after the Effective Date as required by
   Section 1129(a)(13).

There were no votes recorded for Class 3b Secured Claims Relating
to Replaced First and Refunding Mortgage Bonds with respect to
the Settlement Plan.  Notwithstanding, the Plan satisfies the
cram-down provisions under Section 1129(b):

A. The Settlement Plan does not discriminate unfairly.  Under the
   Settlement Plan, all impaired creditor classes will be paid
   in full with applicable postpetition interest.  The Settlement
   Plan groups similar claims in the same class, and does not
   single out the holder of any claim or interest for different
   treatment from holders of other claims or interests in the
   class; and

B. The Settlement Plan is fair and equitable with respect to
   impaired non-accepting creditors.  The Settlement Plan
   proposes to provide holders of claims in Class 3b with the
   "indubitable equivalent" of their claims:

   (a) If any of the new Money Notes are secured on the Effective
       Date, then each holder of a Class 3b Claim will be paid
       cash in an amount equal to its allowed claim; or

   (b) If none of the new Money Notes are secured on the
       Effective Date, then each series of PC-Related Mortgage
       Bonds will be replaced with New Mortgage Bonds.  Each
       holder of a PC-Related Mortgage Bond will be paid an
       amount in cash equal to any and all accrued and unpaid
       interest owed to the holder in respect of the PC-Related
       Mortgage Bond in accordance with its terms and including
       the last scheduled interest payment date preceding the
       Effective Date.

   The new mortgage for the New Mortgage Bonds will provide a
   more favorable collateral-to-debt coverage than the current
   coverage.  Other terms of to the new mortgage will compare
   favorably with the prior mortgage so as not to increase the
   risk of payment to creditors with Class 3b Claims.

Because the effective implementation, interpretation and
enforcement of the Settlement Plan and Confirmation Order will
require the continuing exercise of the jurisdiction of the
Bankruptcy Court, PG&E's Chapter 11 case will not qualify as
"fully administered" within the meaning of Section 350 of the
Bankruptcy Code and Rule 3022 of the Federal Rules of Bankruptcy
Procedure.  Judge Montali ruled that a final decree will not be
entered in PG&E's bankruptcy case until the later of:

       -- nine years after the Plan Effective Date; and

       -- the date the regulatory asset will have been fully
          amortized in Reorganized PG&E's retail electric rates.

              Professional Fees And Expenses Payment

On January 10, 2004, Judge Montali held that "[n]otwithstanding
anything to the contrary in the Confirmation Order, or the Plan,
the allowance and payment of professional fees and expenses from
and after the entry of the Confirmation Order through and
including the Effective Date of the Plan, will continue to be in
accordance with the Court's Second Amended Order Establishing
Interim Fee Application and Expense Reimbursement Procedure."

Judge Montali requires all holders of professional compensation
and reimbursement claims as to which fee applications are
required to file and serve their final fee applications by 90
days after the Effective Date.  The final fee applications will
include fees and expenses incurred in connection with PG&E's
Chapter 11 case before the Effective Date.

No fee applications will be required for any professional
services rendered after the Effective Date.  Moreover, Judge
Montali rules that PG&E may pay the charges that it incurs after
the Effective Date for professional fees, disbursements,
expenses, or related support services without application to the
Bankruptcy Court.  Allowance and payment of professional fees and
expenses of the California Public Utilities Commission will be
the subject of a separate hearing. (Pacific Gas Bankruptcy News,
Issue No. 70; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PARMALAT GROUP: Brazil Unit Pays $9 Million to Dairy Farmers
------------------------------------------------------------
Parmalat Brasil SA Industria de Alimentos paid Brazilian dairy
farmers $9,000,000, as promised.  In a statement, Parmalat Brazil
said that the payment included BRL1,700,000 it owed a milk
cooperative in Rio de Janeiro from December 2003.  Parmalat
Brasil suspended payments to its non-dairy suppliers and the Rio
de Janeiro cooperative on December 15, 2003 after its parent
company unveiled a multibillion-euro gap in its accounts.  
Parmalat Brasil, however, noted that it was still negotiating
with another cooperative in Goias state.

Moinho Pacifico Industria e Comercio, a flour mill based in
Santos, Brazil, recently stopped shipments of wheat flour to
Parmalat Brasil after it defaulted on its payments since
December 15, 2003.  The Brazilian unit has struggled to pay banks
and suppliers after its controlling company filed for protection
from creditors in December 2003.  In all, Parmalat Brasil owes
$1,500,000,000 to bondholders, banks and suppliers, including
thousands of dairy farmers. (Parmalat Bankruptcy News, Issue No.
4; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PINNACLE ENTERTAINMENT: Look for Q4 and FY 2003 Results on Tuesday
------------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) will release financial
results for its 2003 fourth quarter and full year on Tuesday,
February 3, 2004 prior to the market opening, followed by a
conference call on the same day at 11:00 a.m. EST (8:00 a.m. PST).

To participate in the conference call, please dial the following
number five to ten minutes prior to the scheduled conference call
time: (888) 792-8395.  International callers please call (706)
679-7241.  There is no pass code required for this call.

Hosting the call will be Pinnacle Entertainment's Chairman and CEO
Dan Lee, CFO Steve Capp and COO Wade Hundley.

This conference call will also be broadcast live over the Internet
and can be accessed by all interested parties at
http://www.pinnacle-entertainment-inc.com/ To listen to the live  
call, please go to the Web site at least fifteen minutes
early to register, download, and install any necessary audio
software.

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


QWEST COMMS: Unit Arranges New $750MM Unfunded Revolving Facility
-----------------------------------------------------------------
Qwest Communications International Inc., announced that its Qwest
Services Corporation subsidiary obtained commitments for a senior
secured revolving credit facility for $750 million due in 2007,
which is expected to be undrawn at closing.

In addition, its wholly owned subsidiary, Qwest Capital Funding,
Inc., has offered to purchase for cash any and all of its
$963,305,000 aggregate principal amount of 5.875% notes due
August 3, 2004.

Holders who validly tender their notes prior to 5:00 p.m., EST, on
Wednesday, February 11, 2004 (the Early Participation Payment
Deadline), will receive total consideration of $1,020 per $1,000
principal amount of notes accepted for purchase, consisting of a
purchase price of $1,000 per $1,000 principal amount of notes and
an early participation payment of $20 per $1,000 principal amount
of notes (the Early Participation Payment). Holders who validly
tender their notes by the Early Participation Payment Deadline
will receive payment on the initial payment date, which is
expected to be on or about February 12, 2004. Tenders of notes may
be withdrawn only prior to 5:00 p.m. EST on Wednesday,
February 11, 2004.

The offer is scheduled to expire at midnight EST, on Thursday,
February 26, 2004, unless extended or earlier terminated (the
Expiration Time). Holders who validly tender their notes after the
Early Participation Payment Deadline and prior to the Expiration
Time will receive the purchase price of $1,000 per $1,000
principal amount of notes accepted for purchase. Holders who
validly tender their notes after the Early Participation Payment
Deadline will not receive the Early Participation Payment. Payment
for notes tendered after the Early Participation Payment Deadline
will be made promptly after the expiration time.

The regularly scheduled semi-annual interest payment on
February 3, 2004, for the notes will be made on that date to
registered holders of notes at the close of business on January
19, 2004. All holders whose notes are accepted for payment in the
offer will also receive accrued and unpaid interest up to, but not
including, the applicable date of payment for the notes.

The offer is subject to the satisfaction of certain conditions,
including the completion of a private offering of $1.75 billion
aggregate principal amount of new senior notes of QCII, which has
been announced concurrently with this release. The offer is not
subject to the receipt of any minimum amount of tenders.

The complete terms and conditions of the offer are set forth in an
offer to purchase that is being sent to holders of notes. Copies
of the Offer to Purchase and Letter of Transmittal may be obtained
from the Information Agent for the Offer, Global Bondholder
Services Corporation, at (866) 470-3500 (US toll-free) and (212)
430-3774 (collect).

The offer will be made solely by the Offer to Purchase dated
January 29, 2004, and the related letter of transmittal.

Banc of America Securities LLC and UBS Investment Bank are the
Dealer Managers for the Offer. Questions regarding the Offer may
be directed to Banc of America Securities LLC, High Yield Special
Products, at (888) 292-0070 (US toll-free) and (704) 388-4813
(collect) or UBS Investment Bank, Liability Management Group, at
(888) 722-9555, ext. 4210 (toll-free) and (203) 719-4210
(collect).

The $750 million revolving credit facility is being arranged by
J.P. Morgan Securities Inc. and Wachovia Securities, Inc. The
administrative agent is Bank of America N.A. The co-syndication
agents are JPMorgan Chase Bank and Wachovia Bank, N.A. and the co-
documentation agents are Lehman Commercial Paper and UBS AG. In
addition, the company has received a waiver on its existing QSC
credit facility extending the financial reporting requirements of
certain subsidiaries from January 31, 2004 to no later than March
31, 2004. The existing credit facility will be terminated upon
completion of the $1.75 billion senior note offering at QCII.

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

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


QWEST COMMS: Offering $1.75 Billion Senior Debt Securities
----------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) is offering an
expected $1.75 billion aggregate principal amount of senior debt
securities in a private placement to be conducted pursuant to Rule
144A under the Securities Act of 1933, as amended. The net
proceeds of the offering will be used for general corporate
purposes, including repayment of indebtedness.

The notes have not been registered under the Securities Act of
1933, as amended, or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

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

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


QWEST COMM: Fitch Assigns Junk Rating to New Senior Debt Offering
-----------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+' rating to Qwest Communications
International, Inc.'s proposed issuance of $1.75 billion senior
unsecured notes. The offering will consist of $250 million
floating rate senior notes due 2009, $750 million senior notes due
2011 and $750 million senior notes due 2014. Fitch rates QCII's
and Qwest Capital Funding, Inc.'s senior unsecured debt 'CCC+' and
Qwest Corporation's senior unsecured debt and term loan facility
'B'. The Rating Outlook for QCII remains Negative. Proceeds from
the issuance will be utilized for general corporate purpose and
retirement of debt including the repayment of the credit facility
($750 million outstanding) at Qwest Services Corporation. Fitch
expects that the company will replace its existing QSC credit
facility with a new $750 million revolver, which will be unfunded
at closing. Fitch estimates QCII's consolidated debt outstanding
as of the end of the third quarter, adjusted for the effects of
the tender offers completed during 2003 and the $500 million
payment on the QSC credit facility, was approximately $17.6
billion. Actual debt outstanding as of the end of the third
quarter of 2003 was approximately $21.3 billion.

The senior notes will be senior unsecured obligations of QCII and
will rank junior to all secured obligations of QCII (QCII only and
not any of its subsidiaries). The senior notes will be guaranteed
by QCF and QSC. The QCF guaranty will rank pari passu with other
senior unsecured obligations of QCF. The QSC guaranty is a senior
subordinated secured obligation of QSC and will rank senior to the
existing senior subordinated secured notes issued by QSC and
junior to QSC's revolver. The QSC guaranty obligation is secured
by the same assets that secure the senior subordinated secured
notes, but on a higher priority. However once the liens securing
QSC's obligations under its senior subordinated secured notes have
been released, the QSC guaranty will become a senior unsecured
obligation of QSC.

From Fitch's prospective these financing transactions are a
positive for the company's overall credit profile. The senior note
issuance reduces the refinancing risk of near term maturities,
including scheduled 2004 maturities at QCF and QC, and the
remaining balance of the QSC credit facility due in May 2005. The
new $750 million revolver at QSC will support the company's
liquidity profile.

Fitch's ratings for QCII and its subsidiaries reflect the
company's highly leveraged balance sheet, the persistent
challenges within its core wireline business, the high business
risks associated with the company's long-haul voice and data
business and the lack of clarity surrounding the continuing
Securities and Exchange Commission and Department of Justice
investigations.

Fitch acknowledges the progress QCII has made in terms of
improving its liquidity position, reducing debt levels and
addressing its cost structure. Through the combination of asset
sales, debt tenders and exchanges, the company has reduced its
outstanding debt by approximately $4.94 billion since year-end
2002. The company's leverage metric at the end of the third
quarter of 2003 was 5.5 times, and adjusted for the results of the
company's recently concluded tender offer and partial prepayment
of the QSC credit facility, leverage stood at 4.6x.

The ongoing investigations at the SEC and DOJ remain an overhang
on the credit and are reflected in Qwest's Negative Rating
Outlook. Fitch recognizes the filing of the company's restated
2002 10K and its 10Qs for 2003, as well as Qwest Corp.'s restated
2002 10K and 10Q filings for 2003, as positive credit events.
Fitch will be in a position to fully consider the improvement of
the company's credit protection metrics and liquidity position
once it has clarity concerning the potential effect the resolution
of the SEC and DOJ investigations will have on the company's
credit profile.


READER'S DIGEST: S&P Cuts Rating on $500 Million Shelf to BB-
-------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its preliminary rating
on Reader's Digest Association Inc.'s $500 million Rule 415 senior
unsecured shelf registration to 'BB-' from 'BB', reflecting
Standard & Poor's expectation that the company will maintain a
level of secured debt to total assets sufficient to disadvantage
any potential holders of future unsecured debt. Standard & Poor's
expects that potential shelf drawdowns would be used to repay bank
debt, which would reduce the unsecured debtholders' disadvantage.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating and bank loan ratings on the company. The rating
outlook remains negative. Pleasantville, New York-based Reader's
Digest publishes the world's highest circulating, paid magazine
and is a leading direct marketer of books. Total debt as of
Dec. 31, 2003, was $798 million.

The ratings on Reader's Digest reflect its weak profitability and
moderate financial risk, only partially offset by its market
positions in the highly competitive publishing and direct
marketing businesses. Standard & Poor's remains concerned about
the company's increased business risk and uncertain long-term
growth prospects.

"Maintenance of the ratings relies on the company's ability to
stabilize its earnings and business position quickly, generate
meaningful continuing discretionary cash flow, and demonstrate
progress in reducing debt leverage," said Standard & Poor's credit
analyst Hal Diamond.


RENT-WAY INC: Completes Exchange Offer for 11-7/8% Sr. Sec. Notes
------------------------------------------------------------------
Rent-Way, Inc. (NYSE: RWY) completed the exchange offer for its
11-7/8% Senior Secured Notes due 2010.  Pursuant to the exchange
offer, $205 million of Rent-Way's 11-7/8% Senior Secured Notes due
2010, which have been registered under the Securities Act of 1933,
as amended were offered for exchange for $205 million of its
outstanding 11-7/8% Senior Secured Notes due 2010, which were
issued on June 2, 2003 in a transaction exempt from registration.

The exchange offer expired at 5:00 p.m., New York City time, on
January 29, 2004.  The new notes have substantially identical
terms to the old notes, except that the new notes have been
registered under the Securities Act of 1933 and will not be
subject to restrictions on transfer.  The exchange offer was made
to satisfy Rent-Way's obligations under a registration rights
agreement entered into with the initial purchaser of the old
notes. Manufacturers and Traders Trust Company acted as exchange
agent for the exchange offer.

As of the expiration of the exchange offer, all of the $205
million aggregate principal amount of the old notes were tendered
for exchange.  All old notes that were properly tendered in the
exchange offer will be accepted for exchange.

Rent-Way filed a registration statement, including a prospectus
and other related documents, on Form S-4 with the United States
Securities and Exchange Commission in connection with this
exchange offer.  The terms of the new notes are set forth in the
prospectus.  

Rent-Way (S&P, B+ Corporate Credit Rating, Stable) is one of the
nation's largest operators of rental-purchase stores.  Rent-Way
rents quality name brand merchandise such as home entertainment
equipment, computers, furniture and appliances from 753 stores in
33 states.

                         *    *    *

As reported in Troubled Company Reporter's January 15, 2004
edition, Rent-Way, Inc. engaged the accounting firm of Ernst &
Young LLP as its new independent public accountants effective
December 22, 2003.

On December 22, 2003, the Company dismissed PricewaterhouseCoopers
LLP. The decision to change the Company's accounting firm was
approved by the Audit Committee of the Company's Board of
Directors.

Concerning the two fiscal years ended September 30, 2003 and 2002
and the subsequent interim period from October 1, 2003 to
December 22, 2003, PricewaterhouseCoopers issued a report dated
December 28, 2001 to the Company's Audit Committee summarizing
"reportable conditions" and "material weaknesses" as defined by
the AICPA in the Company's internal controls that were initially
observed during PricewaterhouseCoopers' audit of the Company's
financial statements for the fiscal year ended September 30, 2000.
These conditions and weaknesses, which were discussed by
PricewaterhouseCoopers with the Company's Audit Committee,
concerned (1) the Company's need to conduct a risk assessment to
be used in implementing a comprehensive system of effective
internal control and (2) the Company's inability to reconcile its
general ledger inventory amounts with the inventory amounts as
reported by its point-of-sale inventory accounting system.
PricewaterhouseCoopers issued a report dated December 27, 2002 to
the Company's Audit Committee stating (1) that the reportable
conditions and material weaknesses relating to the Company's need
to conduct a risk assessment and implement an effective system of
internal control had been resolved and (2) the reconciliation
between the general ledger and point-of-sale system continued as a
reportable condition. This reportable condition was discussed by
PricewaterhouseCoopers with the Company's Audit Committee. This
reportable condition was subsequently resolved by the Company
during the fiscal year ended September 30, 2003. The Company has
authorized PricewaterhouseCoopers to respond fully to the
inquiries of Ernst & Young concerning the subject matter of the
reportable events described above.


REVLON INC: Bank Group Agrees to Amend Credit Agreement
-------------------------------------------------------
Revlon, Inc. (NYSE: REV) announced that its bank group has
unanimously agreed to amend the Company's Credit Agreement (the
2004 Amendment), reflecting continued support of the Company's
progress against its growth plan. The Company indicated that the
2004 Amendment includes essentially a one-year extension of the
waiver received last year to the Company's EBITDA and certain
other financial covenants under the Credit Agreement.

Specifically, under the 2004 Amendment, the Company's financial
covenants have been waived for the four fiscal quarters ending
December 31, 2003, eliminated for the first three quarters of
2004, and waived through January 31, 2005 for the four fiscal
quarters ending December 31, 2004. In addition, the 2004 Amendment
also continues the $20 million minimum liquidity covenant
established in connection with the Company's 2003 Credit Agreement
amendment.

The Company indicated that the 2004 Amendment also extends the
maturity of the $65 million line of credit provided by MacAndrews
& Forbes to Revlon's wholly-owned subsidiary, Revlon Consumer
Products Corporation, from December 1, 2004 to June 30, 2005, and
increases the interest rate for loans under the Credit Agreement
by 0.25 percentage points.

The 2004 Amendment also includes the approval of the previously-
announced commitment from MacAndrews & Forbes to provide $100
million and $25 million in senior unsecured loans to RCPC. The
Company indicated that the combined loan of $125 million has
substantially the same terms as the $100 million term loan
extended by MacAndrews & Forbes in early 2003, bears non-cash, or
payment-in-kind interest, at 12% annually, with a final maturity
of December 1, 2005, provided that the final $25 million of the
loan is repayable prior to maturity.

Commenting on the announcement, Revlon President & CEO Jack Stahl
stated, "I am delighted by the continued support of MacAndrews &
Forbes and our bank group in the progress we are making at this
very important time in the Company's history. We have every
confidence that the actions we are taking to strengthen the
business are moving us toward our objective of achieving long-term
profitable growth."

The Company will file a Form 8-K with the SEC, including copies of
the amendment to the Credit Agreement and the new $125 million
term loan agreement.

Revlon is a worldwide cosmetics, skin care, fragrance, and
personal care products company. The Company's brands, which are
sold worldwide, include Revlon(R), Almay(R), Ultima(R),
Charlie(R), Flex(R), and Mitchum(R). Websites featuring current
product and promotional information can be reached at
http://www.revlon.com/and http://www.almay.com/Corporate  
investor relations information can be accessed at
http://www.revloninc.com/


SALON MEDIA: Closes First Round of Series C Preferred Financing
---------------------------------------------------------------
On December 30, 2003, Salon Media Group, Inc., completed the first
closing of its Series C Preferred Stock financing. In this private
placement, the Company raised approximately $0.5 million in cash
from John Warnock, a Director of Salon, and converted
approximately $4.2 million of notes payable and $0.2 million of
accrued interest to Series C Preferred Stock.

The financing was effected in accordance with the Securities
Purchase Agreement dated December 30, 2003, between the Company
and the purchasers listed on the schedule of purchasers in the
Purchase Agreement. Pursuant to the Securities Purchase Agreement,
the Company sold and issued 6,118 shares of Salon Series C
Preferred Stock to the Purchasers at a price of $800 per share. In
addition, warrants to purchase 1.5 million shares of the Company's
common stock at an exercise price of $0.0345 per share were issued
to John Warnock. The purchasers of Series C Preferred Stock will
own approximately 67% of the outstanding voting securities of the
Company for an aggregate purchase price of $4.9 million.

The Company will use the $0.5 million capital raised for working
capital and other general corporate purposes.

The Purchase Agreement allows for the sale and issuance of an
additional 512 shares, which if such sale and issuance were to
occur, would result in the purchasers owning approximately 73% of
the outstanding voting securities.

The holders of Series C Preferred Stock are entitled to the
following rights and preferences: cumulative and accrued dividends
of 8.0% annually when, as and if declared by the Board of
Directors; in the event of a liquidation event of the Company,
they will receive prior and in preference to distributions of
assets of the Company made to holders of common stock, Series A
Preferred Stock and Series B Preferred Stock, an amount equal to
$1,600 per share of Series C Preferred Stock; after liquidation
distributions of Company assets to holders of Series A
Preferred Stock and Series B Preferred Stock, holders of Series C
Preferred Stock are entitled to participate with the holders of
Series A Preferred Stock, Series B Preferred Stock and common
stock in a distribution of the remaining assets of the Company
available to stockholders ratably in proportion to the shares of
common stock held by them and the shares of common stock which
they have the right to acquire upon conversion of the shares of
preferred stock; and certain voting rights and redemption rights.
The Series C Preferred Stock will become convertible into common
stock of the Company at the conversion rate determined by dividing
the Series C Preferred Stock per share price of $800 by the Series
C Conversion Price of $0.04. The Series C Preferred Stock
conversion price is subject to downward adjustment under certain
circumstances related to subsequent Company stock issuances.

The Series C Preferred Stock, warrants, and underlying shares of
common stock have not been registered for sale under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration under such Act or an
applicable exemption from registration requirements.

                        *   *   *

As previously reported, PricewaterhouseCoopers LLP declined to
stand for reappointment as the Salon Media Group, Inc.'s
independent accountant after the filing of the Form 10-Q for the
Company for the quarter ended Sept. 30, 2003, which form was filed
by Salon Media Group on Nov. 13, 2003. Therefore,
PricewaterhouseCoopers LLP ceased serving as the Company's
independent accountant as of Nov. 13, 2003.

The reports of PricewaterhouseCoopers LLP on the financial
statements as of, and for, the two fiscal years ended
March 31, 2003 and 2002 contained an explanatory paragraph that
expressed substantial doubt regarding Salon Media Group's ability
to continue as a going concern.                          


SENOR SNACKS INC: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtors: Senor Snacks, Inc.
                 Senor Snacks Manufacturing, LTD
                 Senor Snacks Holding, Inc.
                 2203 Verus Street
                 San Diego, California 92154

Involuntary Petition Date: January 26, 2004

Case Numbers: 04-00694, 04-00697 and 04-00734

Chapter: 11

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Petitioners' Counsels: Michael D. Breslauer, Esq.
                       Solomon Ward Seidenwurm & Smith, LLP
                       401 B Street, Suite 1200
                       San Diego, California 92101
                       Tel: 619-231-0303

                       K. Todd Curry, Esq.
                       Nugent & Newnham
                       1010 Second Avenue, Suite 2200
                       San Diego, CA 92101
                       Tel: 619-236-1323
                       Fax: 619-238-0465
         
Petitioners: Tomas Mazon
             553 Merlot Place
             Chula Vista, CA 91913

             Sweet Deal
             8200 Industry Avenue
             Pico Rivera, CA 90660

             Manuel Verdugo
             632 North Eckhoff
             Orange, CA 92868

             North Cal Grains
             215 Harbor Way
             San Francisco, CA 94080

             Classic Foods, Inc.
             P.O. Box 6376
             Anaheim, CA 92816

             IPS Innovative Packaging Solutions, Inc.
             438 Amapola, Suite 225
             Torrence, CA 90501

                  - and -

             Jose V. Mazon
             2211 Calle Guaymas
             La Jolla, CA 92037
                                  
Total Amount of Claim: 174,424


SK GLOBAL AMERICA: Vista Employees Move for Declaratory Judgment
----------------------------------------------------------------
Vista Employees Rhonda Oden, Guy Brady, Jr., Wayne See and Howard
Stone seek a judicial determination of their rights under certain
employment agreements with SK Global America, Inc.

According to Thomas H. Grace, Esq., at Locke Liddell & Sapp LLP,
in Houston, Texas, one key division in the Debtor's operations is
the Vista Grain Trading Unit, which was established in 1993 and
operates from an office located in Houston, Texas.  The Division
is primarily responsible for the purchasing and selling of grain
and other commercial products.

On December 8, 2003, the Debtor forecasted that the Division
would have $212,000,000 of gross revenue and $1,300,000 of
operating profit in fiscal year 2003.  "Furthermore, for the
first six months of fiscal year 2004, the Division had gross
revenue of $211,000,000."  The Division has made an operating
profit every year since becoming affiliated with the Debtor,
contributing over $1,000,000,000 in gross revenue and $5,000,000
in operating profit to the Debtor during this period, Mr. Grace
says.

The Vista Employees, who all live in Houston, Texas, are current
employees of the Debtor and are primarily responsible for
operating the Division.  Each of the Vista Employees is a party
to a prepetition employment agreement with the Debtor.

Pursuant to the Employment Agreements, the Debtor hired the Vista
Employees to work as grain traders at the Division based on their
extensive knowledge, experience and expertise with the Division's
operations and the industry as a whole.  

The Debtor agreed to compensate the Vista Employees by means of a
salary and a commission or bonus program.  The Employment
Agreements provide that the salaries are to be paid on semi-
monthly installments and that the commission or bonuses are to be
paid yearly every 1st of March.

The Share constitutes a certain percentage of the annual ordinary
profit arising from the operation of the Division during the
Employment Period.  Thus, the compensation, for which the Vista
Employees bargained, is based in part on the Vista Employees'
ability to directly generate profits for the Division.

The Employment Agreements provide that if the Debtor ceases
business operations, then the Employment Agreements will
terminate and the Vista Employees will receive certain benefits
as compensation.  These benefits include the payment of severance
pay in the amount of one year's worth of their salaries, plus
each Vista Employee's Share, accrued through the date the Debtor
ceased operations.  Payment of severance pay is contingent upon
the Vista Employees' execution of a release in a form and with a
content satisfactory to the Debtor.

                       Vista Grain Closure

On August 13, 2003, representatives of the Debtor informed the
Vista Employees that the Debtor and the Division were closing
their new grain-trading operations.  The Vista Employees received
this notice after the Petition Date.  The Debtor explained that
it "is no longer in a position to meet the enormous working
capital requirements of the Vista Grain Unit and has concluded
that it is in the best interest of their estate to wind down the
Vista Grain unit operations."

Mr. Grace states that the Debtor's lack of working capital had
nothing to do with the Division's operations, which have been
profitable since the Debtor acquired the Division.  Rather, the
Debtor's precarious position resulted from certain financial
difficulties facing the Debtor's parent corporation, SK Networks
Co. Ltd., for which the Division was not responsible.

When it informed the Vista Employees that the Division was
closing its operations, the Debtor also instructed the Vista
Employees to immediately halt the solicitation or sale of all new
grain contracts.  Instead of engaging in new sales and other
profit-generating activities, the Debtor demanded that the Vista
Employees begin an active campaign to liquidate the Division's
present contracts and grain inventory.  As of August 13, 2003,
the Debtor had effectively ceased the very operations and
business that it had hired the Vista Employees to perform,
pursuant to the Employment Agreements.

The Debtor's decision to cease operations on August 13, 2003 also
effectively eliminated the Vista Employees' ability to increase
the Share component of their compensation.  In fact, Mr. Grace
points out that from August 13, 2003 to date, the value of the
Share portion of each Vista Employees' income has substantially
decreased.  This is because the Division's operational costs have
continued to mount even though the Division is no longer
generating any profits.  Hence, the Debtor's actions had a
direct, negative impact on the Vista Employees' compensation as
set forth in the Employment Agreements.

The specific and primary purpose of the Vista Employees'
employment at the Division was to solicit new grain trading
contracts.  By eliminating the Vista Employees' ability to
perform these services, which were contemplated in and required
by the Employment Agreements, the Debtor effectively ceased
operations on August 13, 2003 and constructively discharged the
Vista Employees.

By this motion, the Vista Employees ask the Court to declare that
with respect their rights under the Employment Agreement, they
may:

   (1) end their current employment with the Debtor;

   (2) receive all accrued salary, reimbursable expenses,
       vacation time, and other benefits;

   (3) receive an additional one year's salary as severance pay,
       contingent upon the Vista Employees' execution of a
       release in a form and with a content satisfactory to the
       Debtor; and

   (4) receive their portion of the Share calculated as of
       August 13, 2003.

The Vista Employees and the Debtor have agreed that Texas law
governs their relationship under the Employment Agreements and
that the subject matter of the Employment Agreements will be
determined in accordance with Texas law.  Pursuant to the Uniform
Declaratory Judgments Act of the Texas Civil Practice and
Remedies Code, Texas law grants parties, in the position of the
Vista Employees,  the right to request that a court declare their
continuing rights and obligations under a contractual agreement
like the Employment Agreements.

Mr. Grace asserts that the Vista Employees have the right to
immediately terminate the Employment Agreements and retain their
full salary, accrued benefits, severance bonus and accrued Share,
as set forth in the Employment Agreements.

The Vista Employees ask the Court to exercise its power to
declare their rights or obligations under the Employment
Agreements, in accordance with their privilege to require
adjudication of the controversy.

Additionally, the Vista Employees ask the Court to declare that:

   (a) Texas law controls and governs the interpretation of the   
       Employment Agreements and all subject matter related to
       the Employment Agreements;

   (b) The Debtor's decisions to cease all new grain-trading
       operations as of August 13, 2003, and the Debtor's
       instruction for the Vista Employees to immediately halt
       the solicitation or sale of all new grain contracts to
       liquidate the remaining contracts and current grain
       inventory, constitute the "cessation of operations" as the
       phrase is used in the Employment Agreements;

   (c) The Debtor ceased operations on August 13, 2003;

   (d) They are entitled to receive a release from the Debtor in
       a form and with a content satisfactory to the Debtor; and

   (e) They are entitled to recover the costs and necessary
       attorneys' fees incurred in obtaining the declaration. (SK
       Global Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


SPIEGEL GROUP: Selling Ohio Assets to Industrial Realty for $22MM
-----------------------------------------------------------------
Eddie Bauer, Inc., and Distribution Fulfillment Services, Inc.
seek the Court's authority to sell a certain real property
located at 4545 Fisher Road in Columbus, Ohio to Industrial
Realty Group, LLC for $22,000,000, pursuant to a Purchase
Agreement, and subject to any higher and better bids from other
interested parties.

Andrew V. Tenzer, Esq., at Shearman & Sterling LLP, in New York,
tells the Court that Distribution Fulfillment owns the Fisher
Road Property, which consists of a 4,000,000-square foot
warehouse and distribution facility located on 154 acres of land.
Distribution Fulfillment currently occupies 750,000 square feet
of the Fisher Road Property and uses it primarily as a facility
to warehouse and distribute apparel and other merchandise to each
of the Merchant Divisions.  Distribution Fulfillment is also a
landlord for portions of the Property.  Sears Roebuck and Co.
leases 450,000 square feet, which it uses primarily as a
distribution center.  Additionally, Eddie Bauer currently
occupies 36,180 square feet of the Fisher Road Property, which it
uses as a retail outlet store.

In connection with their ongoing review of their business
operations, including their distribution facilities and their
real estate assets, the Spiegel Group Debtors determined that the
Fisher Road Property contains capacity in excess of their
warehousing and distribution needs.  The Debtors own and operate
another facility known as the Groveport Ohio Distribution Center
into which they are in the process of consolidating their
operations.  According to Mr. Tenzer, the Fisher Road Property's
value to the Debtors would be maximized if it were sold and if
they continued using portions of the Property as tenant rather
than as landlord.

                       The Stalking Horse

Mr. Tenzer recalls that on May 6, 2003, the Debtors entered into
a letter agreement with Keen Realty, LLC outlining the terms and
conditions upon which the firm would be serve as their special
real estate consultant.  Pursuant to the Letter Agreement and a
June 5, 2003 Court Order, Keen is authorized to market properties
identified by the Debtors as excess locations.  Under the Letter
Agreement, Keen is entitled to a sales commission of 4% of the
gross proceeds of the Sale for its services in connection with
the Sale.  At the Debtors' request, Keen engaged Centerpoint
Development, Inc. as its local broker.

Keen began marketing the Fisher Road Property to potential buyers
in September, 2003.  Keen has shown the Property to a number of
interested parties, and received five written offers for it.  
Each of the potential buyers that expressed an interest in the
Fisher Road Property indicated an unwillingness to perform due
diligence on it absent some protection that it would be
reimbursed for certain expenses if the Debtors' representations
regarding the Property were inaccurate.  After extensive
consultation with the Debtors' advisors, and consideration of the
terms and conditions of and risks associated with each offer, the
Debtors determined that Industrial Realty's $22,000,000 offer for
the Property was the highest and best offer available.  The
Debtors agreed to accept Industrial Realty's offer subject to an
auction soliciting higher bids.

The negotiations with Industrial Realty began in mid-October 2003
and continued until January 2004, with Industrial Realty being
fully advised that the Debtors had filed for bankruptcy, that
Bankruptcy Court approval of the sale would be required, and that
the sale would be subject to overbid pursuant to bidding
procedures to be agreed to by the parties and approved by the
Bankruptcy Court.

                     The Purchase Agreement

On January 14, 2004, Distribution Fulfillment and Industrial
Realty entered into a Purchase Agreement with these significant
terms:

   (a) Purchase Price

       The purchase price for the Fisher Road Property is
       $22,000,000, payable by Industrial Realty by:

       * $150,000, as initial deposit, by delivery to Esquire
         Title Services, Inc., as agent for First American Title
         Insurance Company, as escrowee, by wire transfer of
         immediately available funds to First American's account
         or by Industrial Realty's unendorsed certified or bank
         check payable to the order of "Esquire Title Services,
         Inc., as escrow agent;"

       * $350,000, as additional deposit, within three business
         days after the Due Diligence Period expires in the event
         Distribution Fulfillment has not elected to terminate
         the Purchase Agreement; and

       * the balance of the Purchase Price on the Closing Date by
         wire transfer of immediately available funds to the
         Escrow Account;

   (b) Purchase and Sale of Assets

       At the Closing, Distribution Fulfillment will sell,
       assign, transfer, convey and deliver, or cause to be sold,
       assigned, transferred, conveyed and delivered, the Fisher
       Road Property to Industrial Realty free and clear of all
       encumbrances, other than Permitted Encumbrances and
       Assumed Liabilities under Section 363 of the Bankruptcy
       Code;

   (c) Contract and Lease Assumption and Assignment

       Pursuant to Section 365, Distribution Fulfillment will
       assume and assign to Industrial Realty all of Distribution
       Fulfillment's Contracts and the Sears Lease.  Distribution
       Fulfillment will be responsible for paying all amounts
       required to cure any defaults or other amounts payable
       under Section 365(b) arising under each Distribution
       Fulfillment Contract and the Sears Lease.  Industrial
       Realty will use reasonable good faith efforts to establish
       to the satisfaction of the Court that it is capable of
       providing adequate assurance of future performance under
       the Distribution Fulfillment Contracts and the Sears
       Lease;

   (d) Assumption of Liabilities

       At the Closing, and from and after the Closing Date,
       Industrial Realty will assume, in addition to the
       Distribution Fulfillment Contracts and the Sears Lease:

       * all liabilities in respect of the Fisher Road Property
         arising from and after the Closing Date; and

       * such other Liabilities, if any, as Industrial Realty may
         expressly agree in writing to assume;

   (e) "As Is" Purchase

       Except as provided in the Purchase Agreement:

       * Industrial Realty represents and warrants that it is
         relying solely on its own inspections, investigations,
         studies, tests and analyses in purchasing the Fisher
         Road Property and is purchasing it "as is, where is,"
         with all faults now known or discovered; and

       * there are no warranties, express or implied, with
         respect to the acquired assets, their merchantability or
         fitness for a particular purpose or as to any other
         matter whatsoever;

   (f) Break-up Fee and Expense Reimbursement

       If the Court approves a bid other than that submitted by
       Industrial Realty, Industrial Realty will be entitled to a
       break-up fee in cash in an amount equal to 2.5% of the
       Purchase Price.  The Break-up Fee will be payable to
       Industrial Realty if and only if the sale to the third
       party closes, provided, however, that if a Qualified
       Overbidder is successful in obtaining the right to
       purchase the Fisher Road Property at the auction, or if
       there is a Court-Imposed Qualified Overbid, Industrial
       Industry will receive reimbursement for its reasonable
       out-of-pocket expenses actually incurred in connection
       with the Property and the Purchase Agreement on the 16th
       day after the Approval Date, regardless whether the sale
       to such third party closes.  If any Expense Reimbursement
       is paid to Industrial Realty yet Distribution Fulfillment
       and Industrial Realty consummate the sale, Industrial
       Realty will, at the Closing, pay Distribution Fulfillment
       an amount equal to the reimbursement.  If any Expense
       Reimbursement is paid to Industrial Realty, the Qualified
       Overbidder fails to close and Industrial Realty, as the
       Back-up Bidder, is unable or unwilling to close,
       Industrial Realty will return the Expense Reimbursement
       and Distribution Fulfillment will retain the Down Payment
       pursuant to Purchase Agreement;

   (g) Title to the Property

       The Purchase Agreement requires Distribution Fulfillment
       to cause a survey and a preliminary title report to be
       delivered to Industrial Realty as soon as reasonably
       practicable after the Purchase Agreement is executed.
       Industrial Realty then has the right to deliver to
       Distribution Fulfillment, within 10 days after the later
       of (i) Industrial Realty's receipt of the title report and
       survey and (ii) the date of entry of the Bidding
       Procedures Order, a written statement setting forth any
       objections to title to the Property disclosed by such
       materials or to Schedule A to the Purchase Agreement;

   (h) Due Diligence Period

       The Purchase Agreement provides Industrial Realty with a
       right, ending on the 30th day after the entry of the
       Bidding Procedures Order, to conduct engineering and
       environmental studies at the Property and certain other
       due diligence.  If Industrial Realty's inspection reveals
       any discrepancy between the condition of the Property as
       disclosed in the Due Diligence Materials and the actual
       condition of the Property, Industrial Realty will assume
       responsibility for up to $100,000 in costs to cure the
       Discrepancy and will waive the Discrepancy as a condition
       to closing.  In the event the cost to cure the Discrepancy
       exceeds $100,000 in the aggregate, Industrial Realty will
       so notify Distribution Fulfillment in writing by 5:00 p.m.
       of the Outside Date and Distribution Fulfillment will have
       the right, but not the obligation, to cure the Material
       Discrepancy to the extent that the cost to cure such
       Material Discrepancy exceeds $100,000.  If Distribution
       Fulfillment elects to cure the Material Discrepancy, it
       will, at Closing, give Industrial Realty a credit against
       the Purchase Price in the amount of the cost to cure the
       Material Discrepancy, less $100,000.  If Distribution
       Fulfillment elects not to cure, it may, in its sole
       discretion, terminate the Purchase Agreement, in which
       case Industrial Realty will be entitled to a return of the
       Down Payment and the interest, as well as reimbursement of
       the reasonable out-of-pocket expenses actually incurred by
       Industrial Realty, up to a maximum of $200,000 and the
       parties will have no further obligations under the
       Purchase Agreement except those that are expressly stated
       to survive the Agreement's termination; and

   (i) Remedies

       If the sale of the Property to Industrial Realty is not
       consummated because of Industrial Realty's default or the
       failure of a condition to Distribution Fulfillment's
       obligation to close, and if Industrial Realty is not
       otherwise entitled to the return of the Down Payment,
       Distribution Fulfillment will be entitled to retain the
       Down Payment as its liquidated damages and exclusive
       remedy for such default or failure.

       In the event that, on the Closing Date, Distribution
       Fulfillment will be unable to perform its obligations or
       to satisfy any condition applicable under the Purchase
       Agreement, then Industrial Realty will be entitled to
       exercise an action for specific performance.  In the event
       Industrial Realty terminates the Purchase Agreement due to
       Distribution Fulfillment's willful default, Industrial
       Realty will be entitled to a prompt return of the
       Down Payment and any interest earned and the parties will
       jointly instruct the Escrowee to promptly return to
       Industrial Realty the Down Payment, together with any
       interest accrued as well as reimbursement of reasonable
       out-of-pocket-expenses actually incurred up to a maximum
       of $350,000.

After extensive analysis of all the bids submitted, the Debtors
believe that the terms and conditions of the Purchase Agreement
are fair and reasonable, and comparable to the terms of similar
agreements in comparable real property sales.  In particular,
the Debtors maintain that no competing offeror at comparable
price and terms would be willing to complete the time-consuming
and required due diligence, and to go forward as a stalking horse
without the protection of:

     (i) a break-up fee and expense reimbursement in the event
         they are outbid at the Auction;

    (ii) a limited right to require removal of objections to the
         title of the Property; and

   (iii) a limited eligibility to recover cure costs in the event
         that material discrepancies are uncovered during the Due
         Diligence Period.

Moreover, Mr. Tenzer contends that the Debtors' payment of the
Break-up Fee or the Expense Reimbursement, as the case may be,
and the Stalking Horse's limited Objectionable Exception Removal
Right and eligibility to receive the Material Discrepancy Cure
Payment are:

     (i) actual and necessary to preserve the Debtors' bankruptcy
         estates within the meaning of Section 503(b);

    (ii) of substantial benefit to the Debtors' estates;

   (iii) reasonable and appropriate in light of the size and
         nature of the Proposed Sale, and the efforts that have
         been and will be expended by Industrial Realty, even
         though the Proposed Sale is subject to overbid;

    (iv) in the cases of the Break-up Fee and Expense
         Reimbursement, not a penalty, but a reasonable estimate
         of the damages to be suffered by Industrial Realty in
         the event the transactions contemplated by the Purchase
         Agreement are not consummated under the circumstances
         set forth in the Bidding Procedures; and

     (v) necessary to ensure that Industrial Realty will continue
         to pursue its proposed acquisition of the Property.
         (Spiegel Bankruptcy News, Issue No. 19; Bankruptcy
         Creditors' Service, Inc., 215/945-7000)   


STAR ACQUISITION: UST Fixes Section 341(a) Meeting for Feb. 11
--------------------------------------------------------------
The United States Trustee will convene a meeting of Star
Acquisition III, LLC's creditors on February 11, 2004, 10:00 a.m.,
at U.S. Custom House, 721 19th St., Room 104, Denver, Colorado
80202. 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 Englewood, Colorado, Star Acquisition III, LLC
filed for chapter 11 protection on January 5, 2004, (Bankr. Colo.
Case No. 04-10121).  Peter J. Lucas, Esq., at Appel & Lucas, P.C.,
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
estimated debts and asset of over $10 million each.


STATION CASINOS: Earns Requisite Consents to Amend Note Indenture
-----------------------------------------------------------------
Station Casinos, Inc. (NYSE:STN) announced, pursuant to its
previously announced tender offer and consent solicitation for any
and all of its $199,900,000 outstanding principal amount of 8.875%
Senior Subordinated Notes due 2008 (CUSIP No. 857689AH6) that it
has received the requisite consents required to affect the
adoption of the proposed amendments to the indenture governing the
Notes.

As of 5:00 P.M. (EST) on January 28, 2004, holders of $147,551,000
aggregate principal amount of the outstanding Notes (approximately
73.8%) have delivered valid tenders and consents pursuant to the
Offer.

Adoption of the proposed amendments required the consent of
holders of at least a majority of the aggregate principal amount
outstanding of Notes. The proposed amendments will eliminate
substantially all of the restrictive covenants and certain events
of default in the indentures.

The terms and conditions of the Offer, including the Company's
obligation to accept the Notes tendered and pay the purchase price
and consent payments, are set forth in the Offer to Purchase.

The Company has engaged Banc of America Securities LLC and
Deutsche Bank Securities Inc. to act as dealer managers and
solicitation agents in connection with the Offer and Consent.
Questions regarding the Offer and Consent may be directed to Banc
of America Securities LLC High Yield Special Products at 888-292-
0070 (US toll-free) and 704-388-4813 (collect) or Deutsche Bank
Securities, Inc., High Yield Capital Markets, at 212-250-4270.
Requests for documentation may be directed to D.F. King & Co.,
Inc., the information agent for the Offer and Consent, at 800-628-
8532 (US toll-free) and 212-269-5550 (collect).

The announcement is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of consent with respect to any
securities. The Offer is being made solely by the Offer to
Purchase and Consent Solicitation Statement dated January 14,
2004.

Station Casinos, Inc. (S&P, BB Corporate Credit Rating, Stable
Outlook) is the leading provider of gaming and entertainment to
the residents of Las Vegas, Nevada.  Station's properties are
regional entertainment destinations and include various amenities,
including numerous restaurants, entertainment venues, movie
theaters, bowling and convention/banquet space, as well as
traditional casino gaming offerings such as video poker, slot
machines, table games, bingo and race and sports wagering.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino and Fiesta Henderson Casino Hotel in Henderson, Nevada.
Station also owns a 50 percent interest in both Barley's Casino &
Brewing Company and Green Valley Ranch Station Casino in
Henderson, Nevada and a 6.7 percent interest in the Palms Casino
Resort in Las Vegas, Nevada.  In addition, Station manages the
Thunder Valley Casino in Sacramento, California on behalf of the
United Auburn Indian Community.


STELCO INC: Will Restructure Under CCAA Protection in Canada
------------------------------------------------------------
Stelco Inc. (TSX: STE) is initiating a Court-supervised
restructuring in order to restore its financial health and
competitive position in the North American steel industry.

The Company will seek an Order under the Companies' Creditors
Arrangement Act in a hearing before the Ontario Superior Court of
Justice this morning. The Order being sought, if granted, will
cover Stelco Inc. and its subsidiaries Stelpipe, Stelwire, CHT
Steel, and the previously closed Welland Pipe. Other subsidiaries,
including AltaSteel, Norambar (formerly Stelco-McMaster), and
Stelfil, are not participating in this process.

Courtney Pratt, the Company's President and CEO, said, "We are
taking this action to address our problems, protect our
stakeholders, develop a restructuring plan, and become a viable
steel producer. The Order being sought, if granted, will provide
the process and the legal protection in which we can operate
without interruption and serve our customers throughout this
period. We will continue to pay wages and salaries to our
employees and to pay suppliers for goods and services.

"A thorough financial and strategic review has concluded that we
face a serious viability issue. Our problems include a high cost
structure, a deteriorating cash position and an inability to
compete against other steel companies that have benefitted from
their own restructurings. The Company cannot continue to produce
losses and consume considerable amounts of cash. We need to reduce
our costs, improve productivity, focus on key operations and
products, and become more competitive.

"Recent increases in steel prices have not been, and are not
expected to be, sufficient to offset the even more significant
past and projected escalation in our costs. While we have begun to
implement a number of cost control measures, we do not and will
not have the liquidity we need without the legal protection and
other benefits provided by a Court-supervised restructuring
process. The sooner we act, the better our ability to preserve
the cash we need, fix our problems, emerge as a stronger company
and attract the capital to fund the capital expenditures that will
make us more competitive.

"We believe today's action is the responsible course to take.
Other companies have used this process successfully and we expect
to do the same. In examining ways to reduce our cost structure we
intend to deal with all stakeholders, including employees and
retirees, in a fair and responsible manner. We believe that a
successful restructuring will achieve greater benefit for
stakeholders than any other available alternative."

Stelco has access to the funds needed to conduct its business
during this period. If the Order being sought is granted, the
Company's existing lending syndicate will continue to support the
Company by maintaining the current operating credit facility of
$350 million. In addition, the syndicate will make available a
further $75 million in the form of "debtor-in-possession"
financing. These credit facilities are expected to provide Stelco
with adequate liquidity to fund ongoing operations while the
Company pursues its restructuring. The lending syndicate is led by
CIT Business Credit Canada Inc. and also includes GE Commercial
Finance and Fleet Capital.

If granted, the Order being sought will stay obligations of the
Company to creditors, including debenture holders and suppliers,
for the customary initial period of 30 days. The stay period may
be extended upon subsequent applications to the Court. The Company
will continue to pay suppliers for goods and services provided
after the date of the Order being sought. Claims prior to such
Order will be the subject of discussion with creditors and will
be addressed in the restructuring plan.

The Company also announced the appointment of Hap Stephen as Chief
Restructuring Officer effective immediately. Mr. Stephen is one of
Canada's leading restructuring advisors, having assisted a number
of major corporations in their successful reorganization
activities. He will work with the Board and senior management in
directing the Company's restructuring process.

If the Order being sought is granted, Ernst & Young Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in formulating its restructuring plan.

Stelco Inc. is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion.

To learn more about Stelco and its businesses, refer to the
company's Web site at http://www.stelco.ca/


STELCO INC: S&P Hatchets Long-Term Credit Rating to Default Level
-----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on integrated steel producer, Stelco Inc., to 'D'
from 'B-' after the company announced that it was voluntarily
seeking bankruptcy protection from creditors under the Companies'
Creditors Arrangement Act. The ratings on the company's senior
unsecured and subordinated notes were also lowered to 'D'. At the
same time, the ratings were removed from CreditWatch, where they
were placed Aug. 5, 2003.

"Stelco's deteriorating liquidity position in 2003 had been
compounded by a weakening competitive position, particularly as
several major steel producers in North America have recently
restructured their operations and improved their cost profiles,"
said Standard & Poor's credit analyst Donald Marleau.

Hamilton, Ontario-based Stelco is the largest steel producer in
Canada, with both integrated and mini-mill production of rolled
and manufactured steel products at several production sites. In
2002, Stelco shipped 4.7 million tonnes of steel, equal to about
one-quarter of all Canadian steel consumption. About 85% of
Stelco's sales are in Canada, with the remainder primarily in the
U.S.


STELCO: Union Set to Help Achieve "Right Kind of Restructuring"
---------------------------------------------------------------
Following the announcement that Stelco Inc. is filing for
protection under the Companies Creditors Arrangement Act, Lawrence
McBrearty, National Director of the United Steelworkers, said the
union is prepared to play a leading role in a restructuring of the
company.

"Our union is prepared to be constructive and creative, provided
the restructuring is based on creating an economically strong
entity to operate Stelco's assets, preserving and investing in the
Company's operations, maintaining the living standards of our
members, and protecting the pensions of our retirees," McBrearty
said.

McBrearty added that Stelco appears to be committed to maintaining
the wages, benefits and working conditions of Steelworker members
while a turnaround plan is developed.

"This is a good starting point for further discussion," he said.
Wayne Fraser, the union's Ontario/Atlantic Director cautioned the
company and its stakeholders against any attempt to pursue a
restructuring that does not include the full support of the union
and its principles.

"All must understand that the preservation of pension benefits
will be the cornerstone of a successful restructuring," Fraser
said. "Our retirees gave their working lives to this company and
Stelco will not be restructured on the backs of those who built
it."

McBrearty noted that, "the current crisis in the Canadian steel
industry, and at Stelco in particular, is not the result of the
union's wages and benefits negotiated in collective agreements.
Gutting collective agreements and reducing living standards will
not solve the steel crisis, which is global in nature."

"Made-in-Canada solutions will need to be found on an industry-
wide basis, with the assistance of all levels of government. The
United Steelworkers is committed to working with all parties to
find those solutions."

Fraser added, "Stelco's operations are a national asset and we
expect all levels of government to play an active role in ensuring
that they continue to operate. And clearly, the promised pension
benefits, to the extent the company does not have the wherewithal,
must be honored by governments. "It was government policies that
permitted this situation to occur. It would be unconscionable to
blame the victims at this, the most vulnerable time in their
lives."

McBrearty said the union has retained a team of legal, financial,
and pension experts to assist in the restructuring process.

"The company has indicated that it is prepared to provide us  with
full disclosure of its financial and operational data," he said.
"As a first step we will undertake a complete review of that data
in order to come to a complete understanding of the situation,
analyzing the alternatives, and start identifying potential
solutions.

"Our union has a great deal of experience in saving troubled
companies. If the other stakeholders have the wisdom to accept our
key role, a restructuring can be developed that is better than the
alternatives for all concerned."


SUN HEALTHCARE: Intends to Retain SunDance Rehabilitation Business
------------------------------------------------------------------
Sun Healthcare Group, Inc. (OTC BB: SUHG) terminated its agreement
with AEGIS Therapies, Inc., a wholly-owned subsidiary of Beverly
Enterprises, Inc., under which AEGIS would have acquired the
rehabilitation business conducted by SunDance Rehabilitation
Corporation and SunDance Rehabilitation Agency, Inc.

Sun noted that it was unable to reach agreement with AEGIS on
various aspects of the transaction that were conditions to
closing.

Richard K. Matros, Chairman and Chief Executive Officer of Sun
Healthcare, said, "Although we are not moving ahead with the sale
of SunDance, our plan to restructure the company is in no way
harmed since we anticipate accessing other financial resources
sufficient to complete our portfolio restructuring and operate the
company going forward. The company is not currently compelled to
sell the therapy business and retaining it is expected to be
accretive to earnings in 2004. We look forward to the continued
operation and potential growth of SunDance Rehabilitation
Corporation."

Sun Healthcare Group, Inc., with Executive Offices located in
Irvine, California, owns SunBridge Healthcare Corporation and
other affiliated companies that operate long-term and postacute
care facilities in many states. In addition, the Sun Healthcare
Group family of companies provides high-quality therapy, home care
and other ancillary services for the healthcare industry.


SWITZER PRODUCTS: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Switzer Products LLC
        516 Slade Avenue
        Elgin, Illinois 60120

Bankruptcy Case No.: 04-03214

Type of Business: The Debtor produces fiberglass enclosures for
                  many industrial uses.

Chapter 11 Petition Date: January 28, 2004

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: William L. Needler, Esq.
                  William Needler & Associates
                  555 Skokie Boulevard Suite 500
                  Northbrook, IL 60062
                  Tel: 847-559-8330

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
Ashland Distribution Company                 $82,000

Bremen Technologies                          $77,000

CGI Holdings                                 $65,000

Composites One, LLC                          $65,000

Connely Roberts & McGiveney                  $11,000

Poulos & Bayer                               $10,650

NMHG Financial Services                       $7,771

Landstar Inway, Inc.                          $7,000

TR Arnold & Associates                        $6,800

William Miller Electric Company               $4,500

Sunny & Associates, Ltd.                      $1,300

AB's Glove & Abrasives                        $1,000

ANR Pipeline                                    $475

Wagner Equipment                                $395


TELETECH HOLDINGS: Enters into Multi-Year Pact with AeroMexico
--------------------------------------------------------------
TeleTech Holdings, Inc. (Nasdaq: TTEC), a global provider of
customer solutions, announced a multi-year contract with
AeroMexico, Mexico's largest airline, with annual revenues of $1.5
billion and serving more than 10 million passengers each year.

Under terms of the agreement, TeleTech will provide multilingual
support for AeroMexico's ticket sales for the 43 cities in Mexico,
80 destinations in the U.S. and Canada, and six countries in
Europe and South America that AeroMexico serves.  TeleTech will
also support ticket sales and reservations for AeroMexico's Gran
Plan vacation packages.

In addition, TeleTech will expand its inbound customer management
and reservations support to include all of AeroMexico's customers
worldwide. TeleTech will also continue to manage AeroMexico's
customer loyalty program, which has increased AeroMexico's
customer base and improved overall customer satisfaction.

"AeroMexico is committed to providing quality customer
interactions for our valuable customers," said Augusto Fernandez
Kegel, AeroMexico's vice president of marketing products and E-
business.  "TeleTech has been providing superior solutions over
the past two years.  Our decision to extend the relationship was
based on TeleTech's ability to consistently achieve our business
and customer objectives."

"We are honored that AeroMexico elected to expand its relationship
with TeleTech to manage the majority of their customer strategies
and interactions," said Marcelo Franca, TeleTech's president and
general manager of Latin American operations.  "We will leverage
our customer solutions and sales expertise, combined with our cost
improvement initiatives and operational efficiencies, to help
solidify AeroMexico as Mexico's leading airline."

TeleTech, a leading provider of integrated customer solutions,
partners with global clients to develop and execute relevant
solutions that enable them to build and grow profitable
relationships with their customers.  TeleTech has built a global
capability supported by 62 customer management centers that employ
more than 31,000 professionals spanning North America, Latin
America, Asia-Pacific and Europe.  For additional information,
visit http://www.teletech.com/

                         *   *   *

                LIQUIDITY AND CAPITAL RESOURCES

Historically, capital expenditures have been, and future capital
expenditures are anticipated to be, primarily for the development
of customer interaction centers, technology deployment and systems
integrations. The level of capital expenditures incurred in 2003
will be dependent upon new client contracts obtained by the
Company and the corresponding need for additional capacity. In
addition, if the Company's future growth is generated through
facilities management contracts, the anticipated level of capital
expenditures could be reduced. The Company currently expects total
capital expenditures in 2003 to be approximately $40.0 million to
$50.0 million, excluding the purchase of its corporate
headquarters building. The Company expects its capital
expenditures will be used primarily to open several new non-U.S.
customer interaction centers, maintenance capital for existing
centers and internal technology projects. Such expenditures are
expected to be financed with internally generated funds, existing
cash balances and borrowings under the Revolver.

The Company's Revolver is with a syndicate of five banks. Under
the terms of the Revolver, the Company may borrow up to $85.0
million with the ability to increase the borrowing limit by an
additional $50.0 million (subject to bank approval) within three
years from the closing date of the Revolver (October 2002). The
Revolver matures on December 28, 2006 at which time a balloon
payment for the principal amount is due, however, there is no
penalty for early prepayment. The Revolver bears interest at a
variable rate based on LIBOR. The interest rate will also vary
based on the Company leverage ratios (as defined in the
agreement). At June 30, 2003 the interest rate was 2.5% per annum.
The Revolver is unsecured but is guaranteed by all of the
Company's domestic subsidiaries. At June 30, 2003, $39.0 million
was drawn under the Revolver. A significant restrictive covenant
under the Revolver requires the Company to maintain a minimum
fixed charge coverage ratio as defined in the agreement.

The Company also has $75.0 million of Senior Notes which bear
interest at rates ranging from 7.0% to 7.4% per annum. Interest on
the Senior Notes is payable semi-annually and principal payments
commence in October 2004 with final maturity in October 2011. A
significant restrictive covenant under the Senior Notes requires
the Company to maintain a minimum fixed charge coverage ratio.
Additionally, in the event the Senior Notes were to be repaid in
full prior to maturity, the Company would have to remit a "make
whole" payment to the holders of the Senior Notes. As of June 30,
2003, the make whole payment is approximately $11.9 million.

During the second quarter of 2003, the Company was not in
compliance with the minimum fixed charge coverage ratio and
minimum consolidated net worth covenants under the Revolver and
the fixed charge coverage ratio and consolidated adjusted net
worth covenants under the Senior Notes. The Company has worked
with the lenders to successfully amend both agreements bringing
the Company back into compliance. While the Revolver and Senior
Notes had subsidiary guarantees, they were not secured by the
Company's assets. In connection with obtaining the amendments, the
Company has agreed to securitize the Revolver and Senior Notes
with a majority of the Company's domestic assets. As part of the
securitization process, the two lending groups need to execute an
intercreditor agreement. If an intercreditor agreement is not in
place by September 30, 2003, the lenders could declare the
Revolver and Senior Notes in default. The lenders and the Company
believe they will be able to execute the intercreditor agreement
by September 30, 2003. However, no assurance can be given that the
parties will be successful in these efforts. Additionally, the
interest rates that the Company pays under the Revolver and Senior
Notes will increase as well under the amended agreements. The
Company believes that annual interest expense will increase by
approximately $2.0 million a year from current levels under the
Revolver and Senior Notes as amended. The Company believes that
based on the amended agreements it will be able to maintain
compliance with the financial covenants. However, there is no
assurance that the Company will maintain compliance with financial
covenants in the future and, in the event of a default, no
assurance that the Company will be successful in obtaining waivers
or future amendments.

From time to time, the Company engages in discussions regarding
restructurings, dispositions, mergers, acquisitions and other
similar transactions. Any such transaction could include, among
other things, the transfer, sale or acquisition of significant
assets, businesses or interests, including joint ventures, or the
incurrence, assumption or refinancing of indebtedness, and could
be material to the financial condition and results of operations
of the Company. There is no assurance that any such discussions
will result in the consummation of any such transaction. Any
transaction that results in the Company entering into a sales
leaseback transaction on its corporate headquarters building would
result in the Company recognizing a loss on the sale of the
property (as management believes that the current fair market
value is less than book value) and would result in the settlement
of the related interest rate swap agreement (which would require a
cash payment and charge to operations of $5.4 million).


TENET HEALTHCARE: Dauner Comments on Company's Assets Divestment
----------------------------------------------------------------
This message was sent by C. Duane Dauner, President of California
Healthcare Association:

"Tenet Healthcare's announcement earlier [last] week that it will
divest 19 of its California hospitals, including 18 hospitals in
Los Angeles and Orange counties, says much more about our broken
health care system than it does about any single organization.  
All California hospitals are facing the same pressures as Tenet:
unfunded governmental mandates such as the January 1, 2008,
seismic deadline and nurse-to-patient staffing ratios that
became effective on January 1, 2004; a growing uninsured
population; inadequate payments from Medi-Cal, Medicare and health
plans; rising costs of medical technology, pharmaceuticals and
labor; workforce shortages; aging population; and meltdown in the
emergency medical services system.

"The challenges affecting hospitals throughout California are
particularly unique, compared to the rest of the country, because
of the state's enormous financial and operational regulatory
requirements.  According to Tenet officials, the sweeping seismic
safety requirements were a key factor in the organization's
decision to sell specific hospitals in Los Angeles and Orange
counties.

"The California Healthcare Association has long supported the
public policy goal of ensuring the safety of all hospitals
following a major earthquake. However, the financial burden of
this unfunded mandate is massive.  The minimum hard construction
cost estimate for meeting the earthquake safety requirements is
$24 billion -- a figure that is more than the current depreciated
value of all hospital buildings in California.  Of the $24 billion
price tag, CHA estimates that at least $14 billion will have to be
spent to meet the rapidly approaching 2008 deadline.  Tenet alone,
according to officials, would have to spend $1.6 billion just for
the 19 hospitals in California that it has decided to divest.  
With no state money or credits available to help pay for these
state-mandated improvements, numerous hospitals throughout
California are facing similar decisions as Tenet.

"Many of the Tenet hospitals now up for sale are located in vital
communities throughout Southern California that would be
attractive to other hospitals or systems with a presence in the
area.  Tenet officials have assured CHA that the organization is
fully committed to finding buyers for all of these hospitals.  In
fact, several interested buyers have already contacted Tenet
regarding these facilities.  CHA believes that there are many
quality health care systems that -- for strategic and mission-
based reasons -- will give serious consideration to purchasing
some or all of the hospitals in question.

"As a result of Tenet's commitment to finding qualified buyers who
will continue to operate these hospitals, residents throughout Los
Angeles and Orange counties should rest assured that the health
care services they have come to depend upon will still be
available when needed.  However, the increasing burdens hospitals
are under must be addressed or California's health care system is
headed for a train wreck.

"Recent hospital closures, cutbacks in services and emergency
department diversions are startling evidence that changes must be
made.  The vise of financial shortfalls and unfunded governmental
demands will jeopardize patients' ability to obtain hospital care
when they need it.

"All California hospitals strive to provide safe, high-quality
care to every patient.  Significant strides have been made in
these areas, and improvements are a continuous part of hospitals'
commitment to serve their communities.  California hospitals will
use the best of their ingenuity to increase the value of hospital
services even more.  Providing safe, high-quality care is a
continuous process, not a short race.  Collaboration among
hospitals and others is the key to restoring California's
leadership position in health care."

The California Healthcare Association is the largest hospital
trade association in California, representing more than 500
hospitals and health systems throughout the state.  CHA provides
its members with proactive leadership in health policy,
legislative regulatory advocacy, and legal representation.

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


TRW AUTOMOTIVE: Fitch Raises Low-B Level Indicative Debt Ratings
----------------------------------------------------------------
Predicated on the completion of TRW Automotive's scheduled initial
public offering of equity, Fitch Ratings has raised the indicative
ratings of TRW Automotive Inc. to 'BB+' from 'BB' for the senior
secured bank debt, to 'BB-' from 'B+' for the senior notes, and to
'B+' from 'B' for the senior subordinated notes. The Rating
Outlook is Stable. Approximately $3.3 billion of debt is affected
by this rating action.

The upgrades reflect the expected de-leveraging of TRW's capital
structure upon completion of the initial public equity offering
currently in the works, the modest debt pay-downs that have
occurred since the initial deal funding, the projected lower
interest costs resulting from these activities, amidst relatively
stable operating performance. Balancing out some of these
positives are the risks associated with the continued severe
pricing pressures and production volatility in the automotive
environment which will challenge TRW to expand, if not maintain,
margin performance. Furthermore, TRW still remains highly levered
in its capitalization and will have limited free cash flow for
continuing principal reduction.

Of the estimated $659 million in net proceeds expected from the
transaction, half is anticipated to be applied towards debt
reduction (senior notes and senior sub notes) while the other half
will go towards replacing a portion of Blackstone's equity. The
indicative ratings will be confirmed upon settlement of the
initial public offering transaction.

In addition to the IPO, TRW has reduced its senior secured bank
debt by $213 million in a recently closed refinancing transaction
which also improved the pricing on the loan. Available cash on
hand was used for the debt reduction. Pro forma for the bank debt
refinancing/reduction and the expected debt reduction from the new
equity issuance, TRW's actual total debt of $3.3 billion at
September 26, 2003 will be reduced to $2.8 billion.

Using TRW's total debt outstanding of $3.3 billion and latest-
twelve-month EBITDA of $1.05 billion at September 26, 2003, debt-
to-EBITDA amounted to 3.3 times. Pro forma for the bank debt
reduction and equity IPO related debt reduction, debt-to-EBITDA
leverage drops to 2.7x. Gross interest coverage is also expected
to improve markedly pro forma for these transactions going from
around 3.4x to around 5.0x.

Total debt capitalization at TRW Automotive Holdings Corp.,
ultimate parent of TRW, which includes all of TRW's debt and a
$600 million face value paid-in-kind seller notes issued to
Northrop Grumman, amounts to $3.7 billion. While the Northrop
Grumman paid-in-kind notes carry no cash interest currently, have
longer maturity and structural subordination to all rated debt,
Fitch does consider the accruing economic value to these
securities when evaluating the consolidated entity.

Operationally, TRW's ratings are supported by its diversity of
revenue which spans across all the major global vehicle
manufacturers. Geographic sourcing of revenue is also well
diversified with Europe contributing about 49% of sales, North
America 42%, and the rest of the world contributing the balance.
TRW enjoys good competitive positions in active and passive
restraint systems which should continue to benefit from both
regulatory and market dynamics. A solid book of forward business
is reflective of these operating positives. Balancing out some of
these positives, however, is the intrinsic cyclicality of the
global vehicle market. And, while TRW has been increasing its
business with the ascendant Asian vehicle manufacturers, TRW still
remains heavily levered to the traditional North American 'Big
Three' which have collectively been losing market share. Moreover,
severe pricing pressures from the vehicle manufacturers is
expected to continue indefinitely, which means that TRW will have
to produce significant amounts of cost/efficiency savings on an
on-going basis to maintain margin neutrality.

TRW's operating performance in 2003, its first year as a stand-
alone company, has been relatively stable despite a lackluster
global vehicle production environment and continued pricing
pressures from the vehicle manufacturers. For the year ended
December 31, 2003, sales were estimated to be $11.3 billion, a 9%
increase versus the comparable pro forma 2002. Much of the gain,
however, was driven by favorable foreign exchange impact. Net of
the foreign exchange effects, top line would've been relatively
flat. Operating income was estimated to be around $570 million for
2003 versus $665 million for the comparable 2002. The drop in
operating income was mostly due to a $224 million negative swing
in Pension and OPEB expenses. A consolidated over-funded pension
program which led to Pension and OPEB income of $163 million in
2002 reverted to Pension and OPEB expense of $61 million in 2003.
Not withstanding the Pension and OPEB related accounting variance,
TRW's operating margin held up reasonably well in the mid single
digit range. Execution and delivery on cost reduction actions were
able to offset the pricing concessions which amounted to around
1.5% to 2.0% for the year.

Looking forward, Fitch expects that 2004 will be a relatively
volume flat environment for TRW. Overall, Fitch expects TRW should
be able to continue sustaining the mid single digit range of
operating margin performance. A mild risk to this on-going
performance will be execution and delivery of cost savings to
offset the continuing price concessions.

TRW enjoyed good liquidity at December 31, 2003 with cash on hand
of $843 million (which includes the $213 million subsequently used
in the bank refinancing/reduction) and virtually full access to a
$500 million revolver (due in 2009) and $600 million accounts
receivable facility (reduced to $400 million recently).


UNITED AIRLINES: Wants Section 1114 Retiree Panel Established
-------------------------------------------------------------
According to James H.M. Sprayregen, Esq., at Kirkland & Ellis,
the modifications to retiree benefits are necessary for the
Debtors to reorganize successfully and exit Chapter 11 as a
profitable, sustainable and competitive enterprise.  After the
modifications, the United Airlines Inc. Debtors will continue to
provide employees with generous benefits, unlike other companies
that have eliminated retiree benefits altogether.  Nearly all of
United's stakeholders, including current employees, have made
significant sacrifices to ensure the Company's future.  "United
now must ask that its retirees do the same," Mr. Sprayregen says.

Mr. Sprayregen explains that the recent improvements in the
Debtors' profitability mean only that everyone's sacrifices are
transforming the airline into a vibrant and competitive
enterprise.  Fair and equitable sacrifices will pay off for
everyone, including retirees who will be able to count on
benefits from a sound United Airlines.

According to Mr. Sprayregen, all the unions who represent United
employees have agreed to serve as the authorized representatives
for their retiree groups under Section 1114(c)(1) of the
Bankruptcy Code, except for the Air Line Pilots Association.  
Salaried and Management employees are not represented by a union.

By this motion, the Debtors ask Judge Wedoff to establish
procedures to appoint a Retiree Committee to serve as the
authorized representative of United retirees who are not
represented by a labor organization in the Section 1114 process
or whose labor organization has declined to serve as an
authorized representative.

The Debtors propose these procedures:

   (a) United will maintain contact with retired pilots and SAM
       employees to solicit individuals interested in serving on
       the Retiree Committee;

   (b) By February 2, 2004, the Debtors and the United States
       Trustee will file a Joint Report listing all individuals
       who volunteered to serve on a retiree committee, along
       with questionnaires completed by the individuals to help
       the Court in selecting the final Committee;

   (c) Within 7 days, any party-in-interest may file a response
       and take any position deemed appropriate; and

   (d) On February 11, 2004, or at the earliest convenience, the
       Court will conduct a hearing to appoint members to the
       Retiree Committee.  The Debtors will immediately begin the
       negotiation process. (United Airlines Bankruptcy News,
       Issue No. 38; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)   


UNITED STATIONERS: Year-End 2003 Results Show Marked Improvement
----------------------------------------------------------------
United Stationers Inc. (Nasdaq: USTR) reported net sales for the
year ended December 31, 2003 of $3.8 billion, up 3.9% from $3.7
billion in the prior year.  Net income for 2003 was $73.0 million,
a 21.2% increase from $60.2 million in 2002.  Diluted earnings per
share for 2003 were $2.18, up 22.5% compared with $1.78 in 2002.

During 2003, the company recorded a loss on early retirement of
debt of $6.7 million pre-tax, ($4.2 million after tax, or $0.12
per diluted share), and a cumulative effect of a change in
accounting principle of $6.1 million after tax, or $0.19 per
diluted share. During 2002, the company recorded net restructuring
and other charges of $6.5 million pre-tax, ($4.1 million after
tax, or $0.12 per diluted share).  After excluding the above
charges, net income for 2003 was $83.3 million, or $2.49 per
diluted share, compared with $64.3 million, or $1.90 per diluted
share, in 2002. This represents a 31.1% increase on a diluted
share basis.  

Total debt and securitization financing declined during 2003 by
nearly $149 million, to $167 million.  Earnings, working capital
improvements, proceeds from the exercise of employee stock options
and lower capital spending all contributed to reduced debt levels.  
Debt-to-total capitalization (adjusted to include the
securitization financing) was 19.9% at December 31, 2003, compared
with 36.1% in the prior year.  

            Higher Fourth-Quarter Sales and Earnings

Net sales for the fourth quarter of 2003 were $942.6 million, up
2.1% compared with sales of $923.4 million for the fourth quarter
of 2002.  Net income for the fourth quarter of 2003 was $21.9
million, compared with $1.4 million in the same quarter last year.  
Diluted earnings per share for the fourth quarter of 2003 were
$0.64, compared with $0.04 in the prior-year quarter.  The results
for the fourth quarter of 2002 include a charge of $8.9 million
pre-tax ($5.6 million after tax, or $0.17 per diluted share),
related to restructuring and other charges.  

Gross margin as a percent of sales for the fourth quarter of 2003
increased to 15.0%, compared with 13.7% in the prior-year quarter.
For all of 2003, gross margin was 14.6%, which was relatively flat
compared to the prior year.  Gross margin in the quarter benefited
from: an increase in manufacturers' allowances resulting from the
mix of inventory purchases among suppliers, enhancements to
supplier programs and achievement of growth hurdles with certain
suppliers; internal initiatives to reduce loss on damaged
merchandise; lower inventory costs due to opportunistic inventory
purchases; and lower inventory obsolescence. Improvements in
margin were partially offset by a higher concentration of sales in
lower-margin technology products.

Operating expenses for the fourth quarter of 2003 were $104.2
million, or 11.0% of sales, compared with $119.7 million, or 12.9%
of sales, in the same period last year.  Operating expenses in
2003 were favorably impacted by lower payroll costs, lower
depreciation and amortization and increased leverage of fixed
costs resulting from higher sales. Operating expenses for 2002
included restructuring and other charges of $8.9 million and a
$1.8 million charge related to the retirement of the company's
former president and chief executive officer. The operating margin
for the latest three months was 4.0%, compared to a 0.8% operating
margin in the same quarter last year (including the restructuring
and other charges).

    2004 Outlook:  Initiatives Should Lead to Improved Results

"2003 was a successful year for United Stationers," stated Richard
W. Gochnauer, president and chief executive officer.  "In addition
to solid earnings gains, we continued to generate strong cash flow
and ended the year with a very solid balance sheet.  These results
were possible because our team came together to meet the
objectives of improving service to our customers, driving waste
from our cost structure and increasing the efficiency of our
operations.  These achievements brought us closer to our goal:
building a world-class logistics and marketing company that
provides a platform for future growth for United Stationers and
our dealers.

"We see 2003 and 2004 as a period of investment in people, systems
and programs.  One example is our new approach to product category
management. Our teams have developed business plans that are
expected to be implemented in the second half of this year.  We
expect that our category management teams will help us and our
dealers regain sales momentum as we develop marketing programs
tailored for specific product categories and sales channels.  
Success in expanding our product categories should allow us and
our dealers to diversify our customer base, leverage our
infrastructure, and ultimately deliver even greater value to the
consumer," explained Gochnauer.

"Macro-economic indicators for our industry continue to be mixed.  
For this reason, we expect a relatively modest sales growth rate
in 2004.  Our year-over-year sales growth percentage so far in
January is in the low-single digits, with growth in technology
products continuing to be the primary driver.  We anticipate net
capital spending for this year will be about $25 million.  The
steps we are taking should yield near-term financial improvements
and support our long-term objectives to:  strengthen the health
of our reseller customers, increase sales, reduce our cost
structure, drive economic efficiencies, increase operating margin,
and improve our value proposition resulting in higher customer
satisfaction," Gochnauer concluded.

United Stationers Inc. (S&P, BB Corporate Credit Rating,
Negative), with trailing 12 months sales of approximately $3.8
billion, is North America's largest broad line wholesale
distributor of business products and a provider of marketing and
logistics services to resellers.  Its integrated computer-based
distribution system makes more than 40,000 items available to
approximately 15,000 resellers.  United is able to
ship products within 24 hours of order placement because of its 35
United Stationers Supply Co. distribution centers, 24 Lagasse
distribution centers that serve the janitorial and sanitation
industry, two Azerty distribution centers in Mexico that serve
computer supply resellers, and two distribution centers that serve
the Canadian marketplace.  Its focus on fulfillment excellence has
given the company an average order fill rate of better than 97%, a
99.5% order accuracy rate, and a 99% on-time delivery rate.  For
more information, visit http://www.unitedstationers.com/


UNIVERSAL HEALTH: Reports Expected 4th-Quarter & FY 2003 Results
----------------------------------------------------------------
Universal Health Services, Inc. (NYSE: UHS) expects to report
earnings per diluted share of $.75 for the fourth quarter ended
December 31, 2003 and $3.20 for the year ended December 31, 2003
and adjusted earnings per diluted share of $.73 for its fourth
quarter ended December 31, 2003 and $3.11 for the year ended
December 31, 2003.  

Included in the expected reported earnings per diluted share for
the fourth quarter ended December 31, 2003 is: (i) a previously
disclosed increase of $.08 per diluted share resulting from the
reversal of an accrued liability (including accrued interest) due
to a favorable Texas Supreme Court decision which reversed an
unfavorable 2000 jury verdict and 2001 appellate court decision;
(ii) an increase of $.07 per diluted share resulting from a gain
realized on the disposition of an investment in a healthcare-
related company; and (iii) a reduction of $.13 per diluted share
resulting from the write-down of the carrying value of an acute
care pediatric hospital located in Puerto Rico to its estimated
net realizable value.

Included in the expected reported earnings per diluted share for
the year ended December 31, 2003, in addition to the fourth
quarter items mentioned above, were previously disclosed gains
totaling $.07 per diluted share realized on the sales of radiation
therapy centers, medical office buildings and an outpatient
surgery center, all of which were sold during the third quarter
ended September 30, 2003.

On a same facility basis, admissions to the Company's acute care
hospitals located in the U.S. and Puerto Rico decreased 2.5%
during the fourth quarter ended December 31, 2003 as compared to
the comparable prior year quarter and decreased 0.5% during the
year ended December 31, 2003 as compared to the prior year.  On a
same facility basis, admissions to the Company's behavioral health
care facilities increased 5.5% during the fourth quarter ended
December 31, 2003 over the comparable prior year quarter and
increased 2.9% during the year ended December 31, 2003 over the
prior year.

The Company anticipates net revenues for 2004 to exceed $4.2
billion and earnings per diluted share of $3.43 to $3.53.

The Company expects to announce final fourth quarter and full-year
2003 results on February 18, 2004, with a conference call for
investors at 9:00 am, eastern time, on February 19, 2004.  The
dial-in number for this call is 1-877-648-7971.

Universal Health Services, Inc. is one of the nation's largest
hospital companies, operating acute care and behavioral health
hospitals, ambulatory surgery and radiation centers nationwide, in
Puerto Rico, and in France.  It acts as the advisor to Universal
Health Realty Income Trust, a real estate investment trust (NYSE:
UHT).

For additional information on the Company, visit
http://www.uhsinc.com/

Universal Health Services' 0.426% bonds due 2020 are currently
trading way below par at about 66 cents-on-the-dollar.


VAIL RESORTS: Completes $390M Senior Subordinated Notes Offering
----------------------------------------------------------------
Vail Resorts, Inc. (NYSE: MTN) completed its private offering of
$390 million aggregate principal amount of 6.75% Senior
Subordinated Notes due 2014.

The Company is using the net proceeds of the offering to
consummate the cash tender offer and consent solicitation for any
and all of its $360 million outstanding principal amount of its
8.75% Senior Subordinated Notes due 2009.  As of 5:00 p.m. January
27, 2004, 96.9% of the 8.75% Senior Subordinated Notes had been
tendered, and the Company today accepted and paid for all such
notes tendered, including the consent payment.  The Offer
commenced on January 13, 2004, and expires on February 10, 2004.

The Company also announced that it has received the requisite
consents to adopt the proposed amendments to the indentures
governing the 8.75% Senior Subordinated Notes.  Accordingly, the
Company and the trustee under the indentures have executed
supplemental indentures containing the amendments. The amendments
to the indentures are binding upon the holders of the 8.75% Senior
Subordinated Notes, including those not tendered into the Offer.

The 6.75% Senior Subordinated Notes were offered to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended and to persons outside the United States
under Regulation S of the Securities Act.

The securities will not be registered under the Securities Act or
any state securities laws and, unless so registered, may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state laws.

Vail Resorts, Inc. is the premier mountain resort operator in
North America. The Company's subsidiaries operate the mountain
resorts of Vail, Beaver Creek, Breckenridge and Keystone in
Colorado, Heavenly Resort in California and Nevada and the Grand
Teton Lodge Company in Jackson Hole, Wyoming.  In addition, the
Company's RockResorts luxury resort hotel company operates 10
resort hotels throughout the United States.  The Vail Resorts
corporate Web site is http://www.vailresorts.com/and the consumer  
Web sites are http://www.snow.com/ and  
http://www.rockresorts.com/

Vail Resorts, Inc. (S&P, BB- Corporate Credit Rating, Negative) is
a publicly held company traded on the New York Stock Exchange
(NYSE: MTN).    


VASP INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Vasp Investments, Inc.
        dba Best Budget Suites
        8401 West I-30
        Fort Worth, Texas 76116

Bankruptcy Case No.: 04-31042

Type of Business: The Debtor owns a hotel with 107 guest rooms
                  and amenities.

Chapter 11 Petition Date: January 28, 2004

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  Attorney at Law
                  12900 Preston Road, Suite 1050
                  Dallas, TX 75230-1325
                  Tel: 972-239-9055
                  Fax: 972-239-9886

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million


VITAL IMAGING INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vital Imaging, Inc.
        dba Lifeline Imaging LLC
        dba Life Imaging LLC
        dba Vital Imaging LLC
        dba Vital Imaging II LLC
        dba Healthscan of Pasadena LLC
        dba Healthscan Metabolic LLC
        dba Healthscan of Seattle LLC
        8910 University Center Lane, Suite 400
        San Diego, California 92122

Bankruptcy Case No.: 04-00359

Type of Business: The Debtor has a full-service, state-of-the-art
                  diagnostic facility and wellness center.
                  Equipped with the most advanced and effective
                  scanning diagnostic tools in the world, It
                  provides effective diagnosis and lifestyle
                  management of coronary artery disease and other
                  conditions.

Chapter 11 Petition Date: January 15, 2004

Court: Southern District of California (San Diego)

Judge: John J. Hargrove

Debtor's Counsel: John L. Morrell, Esq.
                  Paul J. Leeds, Esq.
                  Higgs, Fletcher and Mack LLP
                  401 West A Street, Suite 260
                  San Diego, CA 92101-1551
                  Tel: 619-236-1551
                  Fax: 619-696-1410  

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
GE Healthcare Fin. Srv.       Trade Debt                $720,371
P.O. Box 641419               Equipment Leases
Pittsburgh, PA 15264-1419     Promissory Notes

GE Medical Systems            Trade Debt                $648,682
P.O. Box 843553
Dallas, TX 75284-3553

CTI Service Solutions         Trade Debt                $507,924
810 Innovation Drive
Knoxville, TN 37932-2571

AFCO Acceptance Corp.         Liability Insurance       $201,843
                              Premiums

Syncor/Cardinal Health        Trade Debt                $177,930

Imatron Inc.                  Trade Debt                $159,025

DEL AMO FIN CTR LLC           Real Property Lease       $115,059
                              and Judgment Creditor

SD County Treasurer           Property Taxes            $108,128

Pasadena Towers LLC           Real Property Lease       $106,727

LA County Tax Collector       Property Taxes            $100,877

Orange Co Heart Institute     Trade Debt                 $84,426

So Cal Heart Specialists      Trade Debt                 $82,756

UCSD Regents                  Trade Debt                 $78,236

Bellevue Hines                Real Property Lease        $66,927

Kenneth L. Maun               Property Taxes             $61,032

Arden Realty Finance          Real Property Lease        $53,063

American Radiology Assoc.     Trade Dept                 $48,032

CGLIC/SAR One Riverway        Real Property Lease        $47,739

Moran Rowan And Dorsey        Trade Debt                 $45,461

HOU ISD                       Property Taxes             $43,097


WHITE BIRCH: S&P Pegs Corporate Credit Rating at B
--------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Greenwich, Connecticut-based based White Birch
Paper Ltd. The outlook is stable.

"In addition, Standard & Poor's assigned its 'B+' bank loan rating
and its recovery rating of '1' to the company's proposed C$50
million revolving credit facility maturing in 2007," said Standard
& Poor's credit analyst Dominick D'Ascoli. The 'B+' 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.

Standard & Poor's also assigned its 'B' bank loan rating and its
recovery rating of '4' to both the company's proposed US$115
million B-1 term loan maturing in 2010, and the $15 million B-2
term loan maturing in 2005. The 'B' rating is the same as the
corporate credit rating; this and the '4' recovery rating indicate
that the term-loan lenders can expect marginal (25% to 50%)
recovery of principal in the event of default.

White Birch will use proceeds from the revolver (US$10 million)
and term loans (US$130 million), together with equity (US$50
million) and pay in kind debt (US$22.5 million) at White Birch's
parent company, to acquire the assets (a newsprint mill, a
sawmill, and timberlands) of 4138198 Canada Inc. Stadacona,
formerly Compagnie Papiers Stadacona LTEE. Stadacona is indirectly
owned by Enron Corp. and is being sold as part of Enron's
divestiture of non-core assets by its creditor committee.

The ratings on White Birch Paper Ltd. reflect limited product
diversity in the highly cyclical commodity newsprint market, the
risks of operating a single mill, and very aggressive debt levels,
partially offset by the company's high capacity utilization rates
and potential cost savings. Peter Brant, a partner of Brant-Allen
Industries Inc., owns 80% of White Birch. Brant-Allen Industries
operates two newsprint producers, Bear Island Paper Company LLC
and F.F. Soucy Inc.

The company produces newsprint, and to a lesser extent, directory
paper and paperboard at its one Canadian mill. For the last 12
months ended Sept. 30, 2003, the company produced 403,000 metric
tons of newsprint, representing less than 3% of the North American
market, and generated C$381 million in revenue.


WIRELESS FRONTIER: Intends to Bring Delinquent SEC Filings Current
------------------------------------------------------------------
On September 16, 2003, Wireless Frontier Internet entered into an
Agreement and Plan of Merger between the Company, Networker
Systems, Inc. and Wireless Frontier Internet, Inc., a Texas
corporation. Pursuant to the Merger Agreement, Networker, a wholly
owned subsidiary of the Company, was merged into Wireless-TX with
Wireless-TX being the surviving corporation. The shareholders of
Wireless-TX exchanged all of the outstanding shares of Wireless-TX
for 16,000,000 shares of common stock of the Company. As a result
of this transaction, Wireless-TX became a wholly-owned subsidiary
of the Company. In addition, the Company also entered into an
Asset Purchase Agreement dated September 16, 2003 with Million
Treasure Enterprises Limited, a British Virgin Islands
corporation. Pursuant to the Asset Agreement, Million acquired all
of the Company's equity interest in Winfill in exchange for MTE's
return to the Company of the 661,654 shares of common stock of the
Company held by MTE, the cancellation of MTE's warrant to purchase
2,000,000 shares of common stock of the Company and the release of
all sums owed by the Company to MTE.

The Company has not filed any report since it filed its late
notification filing for its Form 10-KSB for the year ended
December 31, 1998. The reasons for this delay included the
cessation of the business operations of Winfill, the Company's
wholly-owned operating subsidiary. As a result of Winfill's
ceasing of operations and the resulting lack of cash to pay the
Company's professional fees, the Company was not able to make
these filings.

The Company, after its acquisition of Wireless-TX and the
commencement of its new business, retained Pollard-Kelley, as its
independent public accountants on September 17, 2003. Further,
commencing in December 2003, the Company retained the services of
new counsel to represent it in connection with certain securities
matters and to assist it in becoming current with its reports
required under the Securities Exchange Act of 1934.

In sum, the Company's delay in filing was the result of various
circumstances which impeded its ability to timely file.
Specifically, as set forth above, the cessation of Winfill's
business operations, the lack of cash and the winding down of
Arthur Anderson combined to result in a delay in the Company's
filings. However, with the acquisition of Wireless-TX, the
disposition of Winfill and the retention of Pollard-Kelley and new
securities counsel, the Company is seeking to become current in
its reports however, no assurance can be given that it will be
successful in doing so.


* BOND PRICING: For the week of February 2 - 6, 2004
----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    56
American & Foreign Power               5.000%  03/01/30    73
AnnTaylor Stores                       0.550%  06/18/19    75
Armstrong World Industries             6.500%  08/15/05    57
Burlington Northern                    3.200%  01/01/45    57
Comcast Corp.                          2.000%  10/15/29    36
Cons Container                        10.125%  07/15/09    73
Cox Communications Inc.                2.000%  11/15/29    33
Delta Air Lines                        8.300%  12/15/29    70
Delta Air Lines                        9.000%  05/15/16    75
Delta Air Lines                        9.250%  03/15/22    74
Elwood Energy                          8.159%  07/05/26    69
Fibermark Inc.                        10.750%  04/15/11    70
Finova Group                           7.500%  11/15/09    63
Gulf Mobile Ohio                       5.000%  12/01/56    69
Inland Fiber                           9.625%  11/15/07    50
International Wire Group              11.750%  06/01/05    72
Levi Strauss                           7.000%  11/01/06    69
Levi Strauss                          11.625%  01/15/08    70
Levi Strauss                          12.250%  12/15/12    68
Liberty Media                          3.750%  02/15/30    66
Liberty Media                          4.000%  11/15/29    70
Mirant Corp.                           2.500%  06/15/21    67
Mirant Corp.                           5.750%  07/15/07    68
Missouri Pacific Railroad              4.750%  01/01/30    73
Northern Pacific Railway               3.000%  01/01/47    57
RCN Corporation                       10.125%  01/15/10    51
Southern Energy                        7.400%  07/15/04    70
Universal Health Services              0.426%  06/23/20    65
Worldcom Inc.                          6.400%  08/15/05    36
Worldcom Inc.                          7.550%  04/01/04    36

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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                *** End of Transmission ***